S-4

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As filed with the Securities and Exchange Commission on March 7, 2005.

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

VIRGIN RIVER CASINO CORPORATION
RBG, LLC
B & B B, INC.
(Exact name of registrant as specified in its charter)

NEVADA NEVADA NEVADA (State or other jurisdiction of incorporation or organization)	6510 7990 7990 (Primary Standard Industrial Classification Code Number)	88-0238611 86-0860535 88-0254007 (I.R.S. Employer Identification No.)
950 West Mesquite Boulevard Mesquite, Nevada 89027 (702) 346-4040 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Robert R. Black, Sr. Chief Executive Officer and Manager 911 North Buffalo, Suite #201 Las Vegas, Nevada 89128 (702) 222-2222 (Name, address, including zip code, and telephone number, including area code, of agent for service)

with a copy to:
Sherwood N. Cook, Esq. Kummer Kaempfer Bonner & Renshaw 3800 Howard Hughes Parkway, 7th Floor Las Vegas, Nevada 89109 (702) 792-7000	Curt Mayer CasaBlanca Resorts 950 West Mesquite Boulevard Mesquite, Nevada 89027 (702) 346-4040

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement.

        If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box.    o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Note(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
9% Senior Secured Notes due 1012	$125,000,000	100%	$125,000,000	$14,712.50
Guaranties*	—	—	—	(2)
123/4% Senior Subordinated Discount Notes due 2013	$66,000,000	100%	$66,000,000	$7,768.20
Guaranties*	—	—	—	(2)

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended.

(2)

No separate consideration will be received for the Guaranties, and therefore no additional registration fee is required.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant files a further amendment which specifically states that this registration statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement becomes effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), determines.

TABLE OF ADDITIONAL REGISTRANTS

        Each of the following direct and indirect subsidiaries of RBG, LLC and each other subsidiary that is or becomes a guarantor of the securities registered hereby, is hereby deemed to be a registrant.

Exact name of registrant as specified in its charter	State or other jurisdiction of incorporation or organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification No.	Address, including zip code, and telephone number, of principal executive offices
Casablanca Resorts, LLC	Nevada	7990	88-0492081	897 West Mesquite Blvd Mesquite, NV 89027
Oasis Interval Ownership, LLC	Nevada	6510	88-0500066	897 West Mesquite Blvd Mesquite, NV 89027
Oasis Interval Management, LLC	Nevada	6531	88-0500065	897 West Mesquite Blvd Mesquite, NV 89027
Oasis Recreational Properties, Inc.	Nevada	7990	88-0499167	897 West Mesquite Blvd Mesquite, NV 89027

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated                        , 2005

PROSPECTUS

Virgin River Casino Corporation
RBG, LLC
B & B B, Inc.

OFFER TO EXCHANGE
$125,000,000 aggregate principal amount
9% Senior Secured Notes due 2012
AND
$66,000,000 aggregate principal amount at maturity
12³/4% Senior Subordinated Discount Notes due 2013

        We are offering to exchange any and all outstanding 9% Senior Secured Notes due 2012, or the old senior notes, for a like aggregate principal amount of 9% Senior Secured Notes due 2012 that have been registered under the Securities Act of 1933, or the new senior notes. We are also offering to exchange any and all outstanding 12³/4% Senior Subordinated Discount Notes due 2013, or the old senior subordinated notes, for a like aggregate principal of 12³/4% Senior Subordinated Discount Notes due 2013 that have been registered under the Securities Act of 1933, or the new senior subordinated notes. We refer to the old senior notes together with the old senior subordinated notes as the old notes. We refer to the new senior notes together with the new senior subordinated notes as the new notes. We refer to the old notes together with the new notes as the notes. The new notes are substantially identical to the applicable old notes, except that the new notes have been registered under the federal securities laws, are not entitled to certain registration rights relating to such old notes and do not contain provisions for liquidated damages. The new notes will represent the same debt as the applicable old notes and we will issue the new notes under the same indenture as the applicable old notes.

        The principal features of the exchange offer are as follows:

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The exchange offer will expire at 5:00 p.m., New York City time, on                                    , 2005, unless extended.



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The exchange offer is not subject to any condition other than that the exchange offer not violate applicable law or any applicable interpretation of the Staff of the Securities and Exchange Commission.



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We will exchange all outstanding notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer.



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You may withdraw tendered old notes at any time before the expiration of the exchange offer.



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We do not intend to apply for listing of the new notes on any securities exchange or arrange for them to be quoted on any automated quotation system.



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We will not receive any proceeds from the exchange offer. We will pay all expenses incurred by us in connection with the exchange offer and the issuance of the exchange notes.

You should carefully consider the risk factors beginning on page            of this prospectus before participating in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

None of the Nevada Gaming Commission, the Nevada Gaming Control Board or any other gaming authority has approved or disapproved of these notes or passed upon the adequacy or accuracy of this prospectus.

The date of this prospectus is                            , 2005.

        You should rely only upon the information contained in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it.

WHERE YOU CAN FIND MORE INFORMATION

        We have filed a registration statement on Form S-4, together with any amendments thereto, with the Securities and Exchange Commission, or the Commission, under the Securities Act of 1933, or Securities Act, with respect to the new notes. This prospectus, which constitutes a part of the registration statement, omits certain information contained in the registration statement and reference is made to the registration statement and the exhibits and schedules thereto for further information with respect to us and the new notes offered hereby. This prospectus contains summaries of the material terms and provisions of certain documents and in each instance reference is made to the copy of the such document filed as an exhibit to the registration statement. Each such summary is qualified in its entirety by such reference.

        Upon effectiveness of the registration statement, we will be subject to the informational reporting requirements of the Securities Exchange Act of 1934, or Exchange Act. We have agreed that, whether or not required to do so by the rules and regulations of the Commission (and within the time periods that are or would be prescribed thereby), for so long as any of the notes remains outstanding, we will furnish to the holders of the notes and file with the Commission (unless the Commission will not accept such filing) (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if we were required to file such forms, include a "Management's Discussion and Analysis on Financial Condition and Results of Operations" and, with respect to the annual information only, a report thereon by our certified independent accountants/auditors and (ii) all reports that would be required to be filed with the Commission on Form 8-K if we were required to file such reports. In addition, for so long as any of the old notes remain outstanding, we have agreed to make available, upon request, to any prospective purchaser or beneficial owner of the old notes in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act. Information also may be obtained from us at Casablanca Resorts, 950 West Mesquite Boulevard, Mesquite, NV 89027, Attention: Curt Mayer, Chief Financial Officer, telephone (702) 346-4040.

        The registration statement (including the exhibits and schedules thereto) and the periodic reports and other information may be inspected and copied at the public reference facilities of the Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C., 20549. You may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. Copies of such material can be obtained from the Commission by mail at prescribed rates. Requests should be directed to the Commission's Public Reference Section, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, the Commission maintains a website (http://www.sec.gov) that contains such reports and other information we have filed.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        All documents and reports filed by Virgin River Casino Corporation, RBG, LLC and B & B B, Inc. pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this prospectus and prior to the termination of the exchange offer to which this prospectus relates shall be deemed to be "incorporated by reference" herein and to be a part hereof from the date of the filing of such documents and reports.

        All information contained in a document or report incorporated or deemed to be incorporated by reference is part of this prospectus, unless and until that information is updated and superseded by the information contained in this prospectus or any information filed with the Commission and

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incorporated later. Any information that we subsequently file with the Commission that is incorporated by reference will automatically update and supersede any previous information that is part of this prospectus.

        Virgin River Casino Corporation, RBG, LLC and B & B B, Inc. will provide a copy of any and all such documents (exclusive of exhibits unless such exhibits are specifically incorporated by reference therein) without charge to each person to whom a copy of this prospectus is delivered, upon written or oral request to us at CasaBlanca Resorts at 950 West Mesquite Boulevard, Mesquite, NV 89027, Attention: Curt Mayer, Chief Financial Officer, telephone (702) 346-4040.

TO OBTAIN TIMELY DELIVERY OF INFORMATION, WE MUST RECEIVE YOUR REQUEST NO LATER THAN FIVE (5) BUSINESS DAYS BEFORE THE EXPIRATION OF THE EXCHANGE OFFER.

NON-GAAP FINANCIAL MEASURES

        EBITDA presented in this prospectus is a supplemental measure of our performance that is not required by, or presented in accordance with, generally accepted accounting principles in the United States. EBITDA is presented to enhance the understanding of our financial performance and our ability to service our indebtedness, including the notes. Although EBITDA is not necessarily a measure of our ability to fund our cash needs, we understand that EBITDA is used by certain investors as a measure of cash flow and to compare our performance with the performance of other companies that report EBITDA. EBITDA is unaudited and should not be considered an alternative to, or more meaningful than, net income or income from operations, as an indicator of our operating performance, or cash flows from operating activities, or as a measure of liquidity. The definition of EBITDA may not be the same as that of similarly named measures used by other companies or the definitions used in our senior credit facility, the indentures governing the notes or any of our other debt agreements. EBITDA is defined in Note (1) to "Summary Combined Financial Data."

TRADEMARKS

        Starbucks® is a registered trademark of Starbucks U.S. Brands Corporation; Wheel of Fortune® is a registered trademark of Califon Productions, Inc. and is licensed to International Game Technology ("IGT") for its Wheel of Fortune® branded games; Megabucks® is a registered trademark of IGT; Monopoly® is a registered trademark of Hasbro, Inc. and is licensed to WMS Gaming Inc. for its Monopoly® branded games.

FORWARD LOOKING STATEMENTS

        This prospectus includes "forward-looking statements" within the meaning of the federal securities laws. These statements relate to matters that are not historical facts that we refer to as "forward-looking statements" regarding, among other things, our business strategy, our plans and prospects, our financial position, projections of future results of operations or financial condition, expectations for our casino properties, expectations of the continued availability of capital resources and all statements with respect to the Transactions (as defined herein). These statements may be identified by the use of forward-looking terminology such as "believes," "estimates," "expects," "plans," "predicts," "intends," "may," "will," "should," "could," "would," "likely," "continue" or "anticipates" or the negative or other variation of these or similar words, or by discussions of strategy or risks and uncertainties.

        Although we believe that these forward-looking statements are reasonable, they are based upon our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Forward-looking statements should not be regarded as a representation by us or any other person that the forward-looking statements will be achieved. Given these uncertainties, undue reliance should not be placed on any forward-looking statements.

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        Specific factors that might cause actual results to differ from our expectations, might cause us to modify our plans or objectives, may affect our ability to pay timely amounts due under the notes and/or may affect the value of the notes, include, but are not limited to:

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Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes and our other debt.



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We will require a significant amount of cash to service our indebtedness. If we fail to generate sufficient cash flow from future operations, we may not be able to fulfill our obligations under the notes.



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The indentures governing the notes and our senior credit facility will contain covenants that significantly restrict our operations.



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We will be subject to greater risks than a geographically diversified gaming company.



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We face substantial competition in the gaming industry.



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We face extensive regulation from gaming and other government authorities.



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We rely on our Chairman of the Board, Chief Executive Officer and President, the loss of whose services could materially and adversely affect our business.



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Our Chairman of the Board, Chief Executive Officer and President will own a substantial majority of our company and could have interests that conflict with the interests of the holders of the notes.



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We are unable to predict the future impact that certain factors beyond our control may have on our business and operations.



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We and your investment in the notes also are subject to the other risks, uncertainties and other important factors disclosed under "Risk Factors" and elsewhere in this prospectus.

        All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements included in this document.

        Forward-looking statements included in this prospectus are made as of the date of this prospectus. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not occur, and you should read this prospectus completely with the understanding that actual future results may differ materially from what we expect.

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PROSPECTUS SUMMARY

This summary highlights information from this prospectus, but is not complete and may not contain all the information that may be important to you. You should carefully read this entire prospectus and the documents we have referred you to carefully before you decide whether to participate in the exchange offer. This summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial data, including the combined financial statements and notes thereto, appearing elsewhere in this prospectus.

Unless the context otherwise indicates and except with respect to any description of the notes, reference to "CasaBlanca Resorts," "Company," "we," "us," and "our" refer collectively to Virgin River Casino Corporation, RBG, LLC and B & B B, Inc., and its direct and indirect wholly owned subsidiaries Casablanca Resorts, LLC, Oasis Interval Ownership, LLC, Oasis Interval Management, LLC and Oasis Recreational Properties, Inc. Unless otherwise specified herein, references to the "Transactions" shall mean the transactions described below under "The Transactions."

CasaBlanca Resorts

The Company

        CasaBlanca Resorts owns and operates the CasaBlanca Hotel & Casino ("CasaBlanca"), the Oasis Hotel & Casino ("Oasis") and the Virgin River Hotel & Casino ("Virgin River") in Mesquite, Nevada, which is located approximately 80 miles north of Las Vegas. We own three of the four casinos operating in Mesquite and our properties have a dominant market share, having collectively captured approximately 75% of Mesquite's gaming revenue since fiscal year 2002, the first full year of operations of the Oasis by us. Our properties are well established, each having been in operation for at least nine years, and serve as significant drive-in gaming and resort destinations. Our properties collectively feature 2,421 slot machines, 76 table games, 2,149 deluxe hotel rooms and 85 timeshare units, and offer extensive amenities, including championship golf courses, full service spas, a bowling center, movie theaters, restaurants, and banquet and conference facilities. With each of our properties, we leverage our extensive value-oriented amenities and emphasis on slot play to target middle market gaming customers, who overwhelmingly favor slot play. For the twelve months ended September 30, 2004, we generated net revenues of $154.3 million. We expect to continue to benefit from the rapidly growing Mesquite market and further capitalize on growth opportunities by renovating and expanding our properties.

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        The following table summarizes our properties:

	CasaBlanca	Oasis	Virgin River
Year Opened	1995	1981	1990
Gaming Square Feet	27,000	34,700	36,000
Slot Machines	779	825	817
Table Games	27	31	18
Hotel Rooms	477 deluxe tower rooms (includes 18 suites) 22 timeshare units	950 deluxe rooms (includes 49 suites) 63 timeshare units	722 deluxe rooms (includes 2 suites)
Amenities	• Race & sports book • Golf course • Full service spa • Swimming pool • Tennis courts • Volleyball court • 24-hour café • Fine dining restaurant • Buffet restaurant • Starbucks® • Ice cream parlor • Gift shop • Banquet room • 550-seat showroom • Conference facilities	• Live poker room • Golf course • Full service spa • Swimming pool • Tennis courts • Pizza pub & sports book • 24-hour café • Fine dining restaurant • Buffet restaurant • Ice cream parlor • Gift Shop • Banquet room • Night club • Gun club	• Race & sports book • Live poker room • 24-lane bowling center • Swimming pools • 24-hour café • Buffet restaurant • Gift shop • Four movie theaters • 350-seat bingo hall
Parking	1,940 automobiles 45 unit R.V. park	1,800 automobiles 87 unit R.V. park	1,650 automobiles 47 unit R.V. park

Competitive Strengths

        Limited Competition.    We face limited competition in the growing Mesquite gaming market, as we own three of the four casinos operating in Mesquite. As a result, our properties have a dominant market share in the Mesquite gaming market and have collectively captured approximately 75% of the market since fiscal year 2002, the first full year of operations of the Oasis by us. Our principal competition in the Mesquite gaming market is the Eureka Hotel & Casino ("Eureka"), the only other licensed resort gaming facility in Mesquite. The Eureka has been in operation since February 1997, and we believe that the Eureka features approximately 720 slot machines, 11 table games and 210 hotel rooms. We also own the Mesquite Star Hotel & Casino ("Mesquite Star"), currently a non-operating casino, which we acquired out of bankruptcy in November 2000. The Mesquite Star has 12,000 square feet of gaming space and 210 hotel rooms. We are presently using the Mesquite Star as a special events facility and for overflow hotel traffic from our other properties. We believe that the Mesquite Star gives us a competitive advantage in the Mesquite market because it allows us the flexibility of opening the casino to meet market demand and to maintain our market share in the future on a cost effective basis.

        Well-Situated Market.    We believe that we are ideally situated to serve our target market, which consists primarily of drive-in customers. Mesquite is located centrally in the Virgin River Valley at the tri-state intersection of Nevada, Arizona and Utah. Our properties are conveniently located off of exits 120 and 122 on Interstate 15, a highway that extends from San Diego, California to the Canadian border at Sweetgrass, Montana and runs directly through Mesquite as well as major cities such as Las Vegas and Salt Lake City, Utah. Mesquite is located approximately 80 miles north of Las Vegas and 345 miles south of Salt Lake City. Given the central location of Mesquite and the prominent location

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of our gaming facilities on Interstate 15, we are able to attract significant drive-in customers. According to the Nevada State Gaming Control Board, approximately 22,406 vehicles passed our properties daily on Interstate 15 during the twelve months ended September 30, 2004. Mesquite's central location has made the city a gateway city and a convenient place to stay and plan a trip to nine national parks, twelve national monuments, six national forests, three national recreation areas and many state parks within a day's drive. As a result of our well-situated market, we attract significant drive-in customers from Utah, Southern California, Arizona and Colorado in addition to our established customer base in the major population centers of Las Vegas, Salt Lake City and St. George, Utah. According to the Las Vegas Visitor and Convention Authority, there were approximately 1.7 million visitors to Mesquite in 2003, a 7.4% increase over 2002. Approximately 82%, or 1.4 million, of the visitors were repeat visitors and 86% of the visitors gambled while in Mesquite in 2003. Moreover, Mesquite was voted the #1 Nevada Getaway by Las Vegas Review-Journal readers for four consecutive years ending in 2003.

        Growing Mesquite Market.    According to the Nevada State Gaming Control Board, the Mesquite market generated $118.4 million of gaming revenue for the twelve months ended September 30, 2004, representing a 6.9% increase over the same period in 2003. Furthermore, Mesquite's gaming revenue has grown from $92.9 million in 1999 to $118.4 million in the twelve months ended September 30, 2004, a compounded annual growth rate of 5.2%. Mesquite is located in Clark County, Nevada. According to the Nevada State Demographer's Office, Clark County's population has increased from approximately 770,280 in 1990 to 1,620,748 in 2003, a compounded annual growth rate of 5.9%. We also benefit from numerous convention and golfing events held in Mesquite, including annual events such as the nationally televised RE/MAX World Long Drive Championship, the Mesquite Amateur, the Nevada Open, the Nevada Women's Open, the Nevada Senior Open as well as the nationally televised inaugural hosting of the 2004 Duff Challenge national finals. We plan to capitalize on the projected growth of the Mesquite market and the increasing popularity of Mesquite as a destination resort by renovating and expanding our hotel facilities and by opening the Mesquite Star. In addition, we own approximately 90 total acres of undeveloped land adjacent to or near each of our properties. We believe that this excess land gives us a competitive advantage with respect to any future development of casino properties or further expansion of our existing properties.

        Strong Ownership and Experienced Management Team.    We are indirectly majority owned and controlled by Robert R. Black, Sr., our Chairman of the Board, Chief Executive Officer and President. Mr. Black has an established track record of developing, operating, and acquiring casino properties. Mr. Black spearheaded the development of the Virgin River and was the driving force behind the acquisition of the CasaBlanca, the Oasis and the Mesquite Star. In addition, we have a proven operating management team with substantial experience in the gaming industry and with our properties. Our general managers have 34 collective years of experience in the gaming industry.

Operating Strategy

        Expand and Renovate Existing Properties.    In order to offer our customers attractive and modern facilities, we plan to continue to renovate our facilities, add amenities and remodel and expand some of our restaurants and spa facilities. In particular, we plan to (i) add a steakhouse, a Starbucks® and an additional 250-seat movie theater, remodel the buffet restaurant and the coffee shop and refurbish the hotel rooms at the Virgin River, (ii) add a Starbucks® and a convention facility and expand and remodel the spa facility, recondition the parking lot and refurbish the hotel rooms at the Oasis, and (iii) add a sushi and oyster bar, expand and remodel the spa facility, remodel the fine dining restaurant and refurbish the hotel rooms at the CasaBlanca. We believe these initiatives will enhance our environment to promote customer loyalty and satisfaction, repeat business, enhanced playing time and increased brand recognition. Furthermore, to accommodate long-term market growth and high hotel occupancy rates, we plan to expand the CasaBlanca. According to the Nevada State Gaming Control Board, Mesquite's average hotel occupancy rate was 84.4% for the twelve months ended September 30,

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2004. For the same period our properties collectively had an average hotel occupancy rate of 86.5% and the CasaBlanca had an occupancy rate of 93.0%. As a result, we plan to add a new 180-room hotel tower and a 29,000 square foot event center at the CasaBlanca.

        Emphasize Slot Play.    We emphasize slot machine wagering, which we believe is the fastest growing, most stable and most profitable segment of the casino entertainment business. According to the Nevada State Gaming Control Board, for the twelve months ended September 30, 2004, 85% of the gaming revenues in the Mesquite market were generated through slot play, compared to an average of 56% for the Las Vegas market during the same period. We continuously enhance and modify our mix of slot machines to meet the demand of our customers. We offer a broad variety of slot machines, including video poker, wide area progressives and popular licensed games such as Wheel of Fortune®, Monopoly® and Megabucks®. To cater to our local customer base and appeal to our middle market guests, we offer over 950 video poker machines and over half of our slot machines are of penny, nickel or quarter denominations. In addition, to offer a greater variety of slot machines, higher frequency payouts and longer periods of play for the casino play entertainment dollar relative to traditional reel devices, we are in the process of converting our slot machines to coinless slot technology or to slot machines with advanced electronic games. The conversion of our slot machines to new technologies will also allow us to increase our slot revenue by increasing our win per machine and increase our profitability by reducing our casino labor costs. As of September 30, 2004, more than half of our slot machines have been converted to coinless slot technology or to advanced electronic slot games. We anticipate that in fiscal year 2005, a substantial majority of our slot machines will utilize these new technologies.

        Continue to Offer High Quality Value-Oriented Product.    Our casinos provide a high-quality gaming and resort entertainment experience at an affordable price targeted at middle market guests. We offer various amenities at an affordable price to complement our gaming options. Through our three distinct properties with extensive amenities, we are able to appeal to and attract different customer segments of the middle market and effectively market promotional packages that include hotel rooms and golf and spa getaways at value prices. Examples of our promotional offerings include the CasaBlanca Golf and Spa Getaway, the Oasis Golf and Spa Getaway and the Golf Mesquite experience. The CasaBlanca Golf and Spa Getaway and the Oasis Golf and Spa Getaway each include a two-night stay and a choice of two rounds of golf or two spa treatments starting at $149 and $129, respectively. The Golf Mesquite package includes a three-night stay at one of the four Mesquite hotels and three rounds of golf at any of the seven Mesquite area golf courses. We believe that our close proximity to Las Vegas and our value oriented products provide our customers a value alternative to the options found in Las Vegas. According to the Nevada State Gaming Control Board, the average daily hotel room rates for the twelve months ended September 30, 2004 in Mesquite and Las Vegas were $39.19 and $87.66, respectively.

        Attract New and Repeat Customers.    We advertise extensively through several media outlets, including highway billboards, bus billboards, radio and television to attract new and repeat customers and to create a high level of brand recognition. There are approximately 130 billboards along Interstate 15 between San Bernardino, California and Edmonton, Canada that advertise our properties. Radio and television are utilized for advertising in our primary markets and to promote special events. Each year we also hold party events in major population centers, such as Salt Lake City, Utah; Grand Junction and Denver, Colorado; Boise, Idaho; and Anchorage and Fairbanks, Alaska, to attract customers and to promote our properties. In addition, we will continue to offer a variety of value-oriented gateway packages in order to attract customers from outside markets as well as from the closer, drive-in markets who are looking for a quality gaming and resort entertainment experience at value prices. To attract repeat customers and increase revenue from our existing customer base, we will continue to leverage our player-tracking database and our golf player database and make direct marketing a key component for reaching our customer base. Our database systems allow us to target

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our marketing programs to our most valued customers and allow us to better tailor our pricing, promotions, gaming machine selection and other guest services to customer preferences. We currently have an aggregate of over 387,000 active players in our combined gaming player databases and an aggregate of over 190,000 players in our golf database.

The Transactions

        The net proceeds from the old notes, together with a $16.0 million equity contribution, were used to redeem and purchase the interests in the CasaBlanca Resorts not owned by Robert R. Black, Sr. or his affiliates and a minority owner, to refinance existing indebtedness and to pay fees and expenses.

        These transactions (collectively referred to as the "Transactions") are described in more detail below:

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Old Notes Offering. On December 20, 2004, we issued and sold $125.0 million aggregate principal amount of our 9% Senior Secured Notes due 2012 and $66.0 million aggregate principal amount at maturity ($39,911,520 in gross proceeds) of our 12³/4% Senior Subordinated Notes due 2013 to Jefferies & Company, Inc. in transactions not registered under the Securities Act.



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Equity Contribution. Concurrently with the closing of the old notes offering, Robert R. Black, Sr. and an affiliate of Robert R. Black, Sr. made a $16.0 million equity contribution to us.



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Redemption and Purchase. Upon completion of the old notes offering, we redeemed and purchased the equity interests in the CasaBlanca Resorts not owned by Robert R. Black, Sr. or his affiliates and a minority holder. As depicted in the chart below, following the redemption or purchase, we are beneficially owned by Robert R. Black, Sr. and his affiliates, except for a 1.92% minority interest in RBG, LLC.



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New Senior Credit Facility. Concurrently with the closing of the old notes offering, we entered into a new $15.0 million senior secured credit facility. See "Description of Other Indebtedness—Senior Credit Facility." This new senior secured credit facility replaced our existing secured credit facility.

        The closing of the old notes offering on December 20, 2004 occurred simultaneously with, and was contingent upon, the closing of the redemption and purchase, the equity contribution and our new senior secured credit facility, including the receipt of the requisite Nevada gaming approvals for such transactions, which approvals we received on December 16, 2004.

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        The following chart illustrates our corporate structure.

(1)

Concurrently with the closing of the old notes offering, Robert R. Black, Sr. and an affiliate of Robert R. Black, Sr. made a $16.0 million equity contribution to us. To finance $15.0 million of the equity contribution, the affiliate issued a $15.0 million 8% convertible senior secured note to Michael J. Gaughan, the Chief Executive Officer of Coast Casinos, Inc., a subsidiary of Boyd Gaming Corporation. The convertible note is secured by 33¹/3% of the equity interests directly and indirectly owned by Robert R. Black, Sr. in the issuers of the notes. The convertible note will mature in four years provided that the convertible note issuer may elect up to three one-year extensions and, effective upon each extension, the interest rate would increase 1% per annum. Notwithstanding the convertible note issuer's election to extend the maturity, the holder of the convertible note may require the convertible note issuer to then satisfy the note, but in such event, at the convertible note issuer's option, the convertible note may be satisfied either in cash or in shares of common stock (or any conversion thereof) representing a 33¹/3% fully-diluted interest (decreased in proportion to any principal paid in cash) in the common stock of each of the issuers or, if formed, a holding company that wholly owns the issuers or surviving entity of a merger or combination of the issuers.

        The convertible note will be solely the obligation of the convertible note issuer and will not be guaranteed by, will not be secured by any assets of, and will not otherwise be an obligation of, CasaBlanca Resorts.

(2)

We are currently seeking the requisite gaming approvals to form a holding company to wholly own each of the three issuers, which holding company would not be an issuer of the notes and would be owned by the current equity holders of the issuers. Such transaction is subject to compliance with the covenants of the indentures governing the notes. It is anticipated that, subject to requisite gaming approvals, a portion of the 1.92% minority ownership interest in RBG, LLC will be exchanged for interests in each of Virgin River Casino Corporation and B & B B, Inc. such that the minority owner will have a smaller uniform interest in each of the three companies or any such holding company.

6

The Exchange Offer

        The following summary of the exchange offer is not intended to be complete. For a more complete description of the terms of the exchange offer, see "The Exchange Offer" in this prospectus.

The Old Notes	On December 20, 2004, we issued $125.0 million aggregate principal amount of our 9% Senior Secured Notes due 2012 and $66.0 million aggregate principal amount at maturity of our 123/4% Senior Subordinated Discount Notes due 2013 to Jefferies & Company, Inc. in a private placement. We refer to Jefferies & Company, Inc. as the "initial purchaser." The initial purchaser then sold the notes to qualified institutional buyers in reliance on Rule 144A and Regulation S under the Securities Act. Because they have been sold pursuant to exemptions from registration under the Securities Act, the old notes are subject to transfer restrictions. In connection with the issuance of the old notes, we entered into a registration rights agreement with the initial purchaser in which we agreed to file with the Commission a registration statement covering the new notes, use our best efforts to cause the registration statement to become effective under the Securities Act, and prior to the 30th business day after the registration statement has become effective, complete the exchange offer.
The Exchange Offer	We are offering to exchange up to $125.0 million aggregate principal amount of new senior notes and up to $66.0 million aggregate principal amount at maturity of new senior subordinated notes for an identical principal amount of the applicable old notes. The terms of each of the new notes are substantially identical to the applicable old notes, except that the new notes have been registered under the federal securities laws, are not entitled to certain registered rights relating to such old notes and do not contain provisions for liquidated damages. Each of the new notes will represent the same debt as the applicable old notes and we will issue the new notes under the same indenture as the applicable old notes.
Resale of the New Notes	We believe you may offer for resale, resell or otherwise transfer the new notes you receive in the exchange offer without further compliance with the registration and prospectus delivery provisions of the Securities Act unless you:
	•	are an "affiliate" of ours within the meaning of Rule 405 under the Securities Act;
	•	are a broker-dealer who purchased old notes directly from us for resale under Rule 144A or Regulation S or any other exemption under the Securities Act:
	•	acquired the new notes other than in the ordinary course of your business; or
	•	have an arrangement with any person to engage in the distribution of new notes.

7

	Each broker-dealer who is issued new notes in the exchange offer for its own account in exchange for old notes acquired by the broker-dealer as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the new notes issued in the exchange offer. A broker-dealer may use this prospectus for an offer to resell, a resale or any other transfer of the new notes issued to it in the exchange offer.
Expiration Date	5:00 p.m., New York City time, on                        , 2005, unless extended, in which case the term "expiration date" shall mean the latest date and time to which the exchange offer is extended. See "The Exchange Offer—Expiration Date; Extensions."
Withdrawal Rights	You may withdraw old notes you tendered by furnishing a notice of withdrawal to the exchange agent or by complying with DTC's Automated Tender Offer Program System ("ATOP") withdrawal procedures at any time before 5:00 p.m. New York City time on the expiration date. See "The Exchange Offer—Withdrawal Rights."
Conditions to the Exchange Offer	The exchange offer is subject only to the following conditions:
	•	the compliance of the exchange offer with applicable securities laws;
	•	the proper tender of the applicable old notes; and
	•	our receipt of certain representations made by the holders of the applicable old notes, as described below.
Representations	By participating in the exchange offer, you will represent to us that, among other things:
	•	you will acquire the new notes you receive in the exchange offer in the ordinary course of your business;
	•	you are not engaging in and do not intend to engage in a distribution of the new notes;
	•	you do not have an arrangement or understanding with any person to participate in the distribution of the new notes or resale of the new notes in violation of the Securities Act; and
	•	you are not an "affiliate," as defined under Rule 405 of the Securities Act, of ours.
Procedures for Tendering Old Notes	To accept the exchange offer, you must send the exchange agent either:
	•	a properly completed and validly executed letter of transmittal; or
	•	a computer-generated agent's message transmitted pursuant to ATOP; and either

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	•	tendered old notes held in certificated form; or
	•	a timely confirmation of book-entry transfer of your old notes into the exchange agent's account at DTC.
	Additional documents may be required if you tender pursuant to the guaranteed delivery procedures described below. For more information, see "The Exchange Offer—Procedures for Tendering."
Tenders by Beneficial Owners	If you are a beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee or are a holder in book-entry form and wish to tender those old notes in the exchange offer, you should contact the registered holder as soon as possible and instruct the registered holder to tender on your behalf. See "The Exchange Offer—Procedures for Tendering."
Guaranteed Delivery Procedures	If you are unable to comply with the procedures for tendering, you may tender your old notes according to the guaranteed delivery procedures described in this prospectus under the heading "The Exchange Offer—Guaranteed Delivery Procedures."
United States Federal Income Tax Consequences	See "Certain United States Federal Income Tax Considerations" for a discussion of U.S. federal income tax considerations you should consider before tendering old notes in the exchange offer.
Exchange Agent	The Bank of New York Trust Company, N.A. is serving as exchange agent for the exchange offer. The address and telephone number for the exchange agent is listed under "The Exchange Offer—Exchange Agent; Assistance."
Use of Proceeds	We will not receive any proceeds upon completion of the exchange offer.
Fees and Expenses	We will pay all expenses relating to the exchange offer and compliance with the registration rights agreements.

9

Summary of the Terms of the Notes

        The terms of the new notes to be issued in the exchange offer are identical to the terms of the applicable outstanding old notes except that we have registered the new notes under the Securities Act. The new notes issued in the exchange offer will evidence the same debt as the applicable old notes, and both the old notes and the new notes are governed by the same applicable indenture. We refer to the old senior notes together with the new senior notes as the "Senior Secured Notes." We refer to the old subordinated notes together with the old subordinated notes as the "Senior Subordinated Notes."

        The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The section of this prospectus entitled "Description of Notes" contains a more detailed description of the terms and conditions of the new notes. In the summary below, references to "we," "our" and "us" refer only to the CasaBlanca Resorts, exclusive of their subsidiaries.

Issuers	Virgin River Casino Corporation, RBG, LLC and B & B B, Inc., jointly and severally as co-issuers of the notes.
Senior Secured Notes
Securities Offered	$125.0 million aggregate principal amount of 9% Senior Secured Notes due 2012.
Maturity Date	January 15, 2012.
Interest Rate	We will pay cash interest on the Senior Secured Notes at an annual rate of 9%.
Interest Payment Dates	We will make interest payments on the Senior Secured Notes semiannually, on each January 15 and July 15, beginning on July 15, 2005.
Issue Price	100.000%.
Security Interest	The Senior Secured Notes and the guarantees thereof will be secured by a security interest in substantially all of our and the guarantors' existing and future assets (other than certain excluded assets) and a pledge of the equity interests owned by Robert R. Black, Sr. and his affiliate in the issuers, subject to certain limitations. The liens on the collateral that secures the Senior Secured Notes and the guarantees thereof will be contractually subordinated pursuant to an intercreditor agreement to the liens securing the principal amount of borrowings of up to $15.0 million (plus related interest, fees, indemnities, costs and expenses) under the new senior secured credit facility that we expect to enter into concurrently with the closing of this offering.
Guarantees	The Senior Secured Notes will be guaranteed on a senior secured basis by all of our existing and future domestic restricted subsidiaries.

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Ranking	The Senior Secured Notes will be our senior secured obligations, will rank equally in right of payment with all of our existing and future senior debt, including our new senior secured credit facility, and will rank senior in right of payment to all of our existing and future subordinated debt (including the Senior Subordinated Notes).
	The guarantees of the Senior Secured Notes will rank equally in right of payment with all of the existing and future senior debt of the guarantors, including their guarantees of our new senior secured credit facility, and will rank senior in right of payment to all of the existing and future subordinated debt of the guarantors (including their guarantees of the Senior Subordinated Notes).
	However, because of the intercreditor agreement, lenders under our new senior secured credit facility will be entitled to be repaid the principal amount of borrowings of up to $15.0 million (plus related interest, fees, indemnities, costs and expenses) from the proceeds of the collateral securing our new senior secured credit facility (which collateral also secures the Senior Secured Notes) before any payment is made to holders of Senior Secured Notes from such proceeds.
Optional Redemption	On or after January 15, 2009, we may, at our option, redeem some or all of the Senior Secured Notes at any time and from time to time at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, to the applicable date of redemption, if redeemed during the 12-month period beginning on January 15 of the years indicated below:

For the period	Percentage
2009	104.500	%
2010	102.250	%
2011 and thereafter	100.000	%

	Prior to January 15, 2008, we may, at our option, use the net proceeds of certain equity offerings to redeem up to 35% of the original aggregate principal amount of the Senior Secured Notes at a redemption price equal to 109.000% plus accrued and unpaid interest to the applicable date of redemption, provided that at least 65% of the original principal amount of the Senior Secured Notes remains outstanding.
Senior Subordinated Discount Notes
Securities Offered	$66.0 million aggregate principal amount at maturity ($39.9 million in gross proceeds) of 123/4% Senior Subordinated Discount Notes due 2013.

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Maturity Date	January 15, 2013.
Interest Rate	The Senior Subordinated Notes were issued at a discount in order to yield 123/4% per annum to maturity and will accrete to par by January 15, 2009. Prior to January 15, 2009, non-cash interest will accrue on the Senior Subordinated Notes at an annual rate of 123/4% in the form of an increase in the accreted value. On and after January 15, 2009, cash interest will accrue on the Senior Subordinated Notes at an annual rate of 123/4%.
Interest Payment Dates	No cash interest payments will be made on the Senior Subordinated Notes prior to January 15, 2009. We will make cash interest payments on the Senior Subordinated Notes semiannually, on each January 15 and July 15, beginning on July 15, 2009.
Issue Price	60.472%.
Security Interest	The Senior Subordinated Notes and the guarantees thereof will not be secured.
Guarantees	The Senior Subordinated Notes will be guaranteed on a senior subordinated unsecured basis by all of our existing and future domestic restricted subsidiaries.
Ranking	The Senior Subordinated Notes will be our senior subordinated unsecured obligations, will rank equally in right of payment with all of our future senior subordinated debt, if any, and will be subordinated to all of our existing and future senior debt (including our new senior secured credit facility and the Senior Secured Notes).
	The guarantees of the Senior Subordinated Notes will rank equally in right of payment with all of the future senior subordinated debt, if any, of the guarantors and will be subordinated to all of the existing and future senior debt of the guarantors (including their guarantees of our new senior secured credit facility and the Senior Secured Notes).
Optional Redemption	On or after January 15, 2009, we may, at our option, redeem some or all of the Senior Subordinated Notes at any time and from time to time at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, to the applicable date of redemption, if redeemed during the 12-month period beginning on January 15 of the years indicated below:

For the period	Percentage
2009	106.375	%
2010	103.188	%
2011 and thereafter	100.000	%

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	Prior to January 15, 2008, we may, at our option, use the net proceeds of certain equity offerings to redeem up to 35% of the original aggregate principal amount at maturity of the Senior Subordinated Notes at a redemption price equal to 1123/4% plus accrued and unpaid interest to the applicable date of redemption, provided that at least 65% of the original principal amount at maturity of the Senior Subordinated Notes remains outstanding.
Terms Applicable to Both Issues
Change of Control Offer	If a change of control occurs, the holders of the notes will have the right to require us to purchase their notes at 101% of the principal amount, plus accrued and unpaid interest to the date of repurchase.
Asset Sale Offer	If we sell assets or an event of loss occurs and we do not use the excess proceeds for specified purposes, we will be required to use such excess proceeds to offer to repurchase some of the notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest to the date of repurchase.
Certain Indenture Provisions	The indentures governing the notes will limit our ability and the ability of our restricted subsidiaries to, among other things:
	•        incur more debt;
	•        pay dividends, redeem stock or make other distributions;
	•        issue stock of restricted subsidiaries;
	•        make investments;
	•        create liens;
	•        enter into transactions with affiliates;
	•        merge or consolidate; and
	•        transfer or sell assets.
	These covenants are subject to a number of important exceptions. See "Certain Covenants" under "Description of Senior Secured Notes" and "Description of Senior Subordinated Notes."
Absence of a Public Market; PORTAL Trading	The notes are new issues of securities, and there is currently no established market for them. The notes will not be listed on any securities exchange or included in any automated quotation system. The notes are eligible for trading in PORTAL. The initial purchaser has advised us that it intends to make a market in the notes. The initial purchaser, however, is not obligated to do so and any such market may be discontinued by the initial purchaser in its discretion at any time without notice. See "Risk Factors—Risks Related to this Offering and the Notes—No Existing Trading Market for the Notes" and "Plan of Distribution."

Risk Factors

        For a discussion of certain factors that you should consider in connection with your participation in the exchange offer, see "Risk Factors" beginning on page             of this prospectus.

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Summary Combined Financial Data

        The summary combined financial data set forth below as of and for each of the three years ended December 31, 2003 have been derived from our audited financial statements. The summary combined financial data as of and for the nine months ended September 30, 2003 and 2004 have been derived from our unaudited combined financial statements, which include all adjustments, consisting of normal recurring adjustments, which are, in our opinion, necessary for a fair presentation of our financial position and results of operations at such dates and for such periods. Financial and operating results for the nine months ended September 30, 2003 and 2004 are not necessarily indicative of the results for the full year. The information presented below summarizes certain selected combined financial data, which you should read in conjunction with our combined financial statements and the related notes contained elsewhere in this prospectus and with "Management's Discussion and Analysis of Financial Condition and Results of Operations."

        B & B B, Inc. and Virgin River Casino Corporation have elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code of 1986, as amended, which permits the owners of our companies to pay income taxes on our taxable income. RBG, LLC, a limited-liability company, is classified as a partnership for federal income tax purposes. Accordingly, a provision for income taxes is not included in our combined financial data.

	Year ended December 31,						Nine Months ended September 30,
	2001		2002		2003		2003		2004
							(unaudted)
	(dollars in thousands)
Statement of Operations Data:
Net revenues	$	118,347	$	143,320	$	145,561	$	111,516	$	120,239
Operating expenses		111,172		133,588		136,164		101,735		107,573
Operating income		7,175		9,732		9,397		9,781		12,666
Net income		3,364		3,188		2,378		3,721		8,351
Other Financial Data:
EBITDA(1)	$	13,660	$	18,461	$	18,189	$	16,381	$	19,082
Depreciation and amortization		6,737		8,729		8,792		6,600		6,416
Capital expenditures		11,385		5,251		5,249		3,456		3,049

	As of September 30, 2004
	Actual		As Adjusted(2)
	(unaudted)
	(dollars in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	10,637	$	15,156
Total assets		119,215		200,238
Total debt and capital leases		75,999		167,524
Total stockholders' equity		21,908		13,039

(1)

EBITDA consists of net income (i) plus interest expense, minority interests (if applicable), and depreciation and amortization and (ii) less change in fair value of swaps (for 2004 only) and minority interests (if applicable) for all periods presented. EBITDA is presented to enhance the understanding of our financial performance and our ability to service our indebtedness, including the notes. Although EBITDA is not necessarily measures of our ability to fund our cash needs, we understand that EBITDA is used by certain investors as measures of cash flow and to compare our performance with the performance of other companies that report EBITDA. EBITDA is not a measurement determined in accordance with accounting principles generally accepted in the

14

United States ("GAAP"), is unaudited and should not be considered an alternative to, or more meaningful than, net income or income from operations, as an indicator of our operating performance, or cash flows from operating activities, as a measure of liquidity. This definition of EBITDA may not be the same as that of similarly named measures used by other companies or the definitions used in our new senior credit facility, the indentures governing the notes or any of our other debt agreements.

EBITDA is reconciled to net income as follows:

		Year ended December 31,									Nine Months ended September 30,
		2001			2002			2003			2003		2004
											(unaudted)
		(dollars in thousands)
Net income		$	3,364		$	3,188		$	2,378		$	3,721	$	8,351
Minority interest(a)			(2,024	)		(1,956	)		(834	)		193		1,588
Interest expense			5,583			8,500			7,853			5,867		5,410
Change in fair value of interest rate swaps			—			—			—			—		(2,683	)
Depreciation and amortization			6,737			8,729			8,792			6,600		6,416
	EBITDA	$	13,660		$	18,461		$	18,189		$	16,381	$	19,082

(a)

Minority interest in RBG, LLC and Casablanca Resorts, LLC.

(2)

As Adjusted data gives effect to the issuance of the old notes and the application of the proceeds therefrom as described in "Use of Proceeds," the consummation of the other Transactions and the termination of the lease agreement with MDW Mesquite, LLC (described in "Certain Relationships and Related Transactions), as if such transactions had been consummated on September 30, 2004, and assumes no borrowings under our new senior secured credit facility.

15

        Summary financial and operating data by property:

		Year ended December 31,								Nine Months ended September 30,
		2001			2002			2003		2003		2004
										(unaudited)
		(dollars in thousands)
Net revenues
CasaBlanca		$	55,112		$	53,457		$	53,704	$	41,390	$	44,198
Oasis			16,804			44,848			47,622		36,689		39,966
Virgin River			46,431			45,015			44,235		33,437		36,075
	Total	$	118,347		$	143,320		$	145,561	$	111,516	$	120,239
Operating income (loss)
CasaBlanca		$	3,016		$	3,576		$	3,477	$	3,663	$	4,891
Oasis			(4,344	)		(1,381	)		916		1,732		1,869
Virgin River			8,503			7,537			5,004		4,386		5,906
	Total	$	7,175		$	9,732		$	9,397	$	9,781	$	12,666
Depreciation and amortization
CasaBlanca		$	2,945		$	2,909		$	2,756	$	2,053	$	2,074
Oasis			941			2,889			3,169		2,340		2,468
Virgin River			2,851			2,931			2,867		2,207		1,874
	Total	$	6,737		$	8,729		$	8,792	$	6,600	$	6,416
Capital expenditures
CasaBlanca		$	3,919		$	1,251		$	1,477	$	1,210	$	1,053
Oasis			5,278			2,761			2,041		1,304		1,056
Virgin River			2,188			1,239			1,731		942		940
	Total	$	11,385		$	5,251		$	5,249	$	3,456	$	3,049

        For a description of the computations of EBITDA and its presentation in this prospectus see Note (1) to the "Summary Combined Financial Data" above. EBITDA by property is reconciled to net income by property as follows:

CasaBlanca Hotel & Casino

		Year ended December 31,						Nine Months ended September 30,
		2001		2002		2003		2003		2004
								(unaudited)
		(dollars in thousands)
Net income		$	709	$	1,450	$	1,638	$	2,311	$	4,419
Interest expense			2,210		2,126		1,839		1,352		1,041
Change in fair value of interest rate swaps			—		—		—		—		(569	)
Depreciation and amortization			2,945		2,909		2,756		2,053		2,074
	EBITDA	$	5,864	$	6,485	$	6,233	$	5,716	$	6,965

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Oasis Hotel & Casino

		Year ended December 31,									Nine Months ended September 30,
		2001			2002			2003			2003			2004
											(unaudited)
		(dollars in thousands)
Net loss		$	(5,971	)	$	(6,525	)	$	(3,811	)	$	(1,811	)	$	(291	)
Interest expense			1,627			5,144			4,727			3,543			3,512
Change in fair value of interest rate swaps			—			—			—			—			(1,352	)
Depreciation and amortization			941			2,889			3,169			2,340			2,468
	EBITDA	$	(3,403	)	$	1,508		$	4,085		$	4,072		$	4,337

Virgin River Hotel, Casino & Bingo

		Year ended December 31,						Nine Months ended September 30,
		2001		2002		2003		2003		2004
								(unaudited)
		(dollars in thousands)
Net income		$	6,602	$	6,307	$	3,717	$	3,414	$	5,811
Interest expense			1,746		1,230		1,287		972		857
Change in fair value of interest rate swaps			—		—		—		—		(762	)
Depreciation and amortization			2,851		2,931		2,867		2,207		1,874
	EBITDA	$	11,199	$	10,468	$	7,871	$	6,593	$	7,780

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RISK FACTORS

        An investment in the notes involves a high degree of risk. You should carefully consider the following risks, as well as other information set forth in this prospectus, before tendering your old notes in the exchange offer. The risks described below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. If any of the following risks actually occurs, our business, financial condition and/or operating results could be materially adversely affected, which, in turn, could adversely affect our ability to pay interest or principal on the notes. In such a case, you may lose all or part of your original investment.

Risks Related to this Offering and the Notes

Substantial Debt—Our substantial level of debt could adversely affect our financial condition and prevent us from fulfilling our obligations under the Notes and our other debt.

        Following the completion of the old notes offering, we have substantial debt. After giving effect to the consummation of the Transactions and the termination of the lease agreement with MDW Mesquite, LLC, we would have had total debt of approximately $167.5 million as of September 30, 2004, and our earnings would have been insufficient to cover fixed charges by $0.5 million for the nine months ended September 30, 2004 and by $10.9 million for the year ended December 31, 2003.

        In addition to the notes, we and our subsidiaries are permitted under the indentures governing the notes to incur additional debt including $15.0 million principal amount of debt under our new senior secured credit facility and certain debt to purchase furniture, fixtures and equipment. Additionally, if we satisfy debt coverage tests in our debt agreements, we could issue additional notes and incur further debt. If new debt were to be incurred in the future, the related risks could intensify.

        Our substantial debt could have important consequences to you and significant effects on our business. For example, it could:

•

make it more difficult for us to satisfy our obligations under the notes and our other debt;



•

result in an event of default if we fail to satisfy our obligations under the notes or our other debt or fail to comply with the financial and other restrictive covenants contained in the indentures or our new senior secured credit facility, which event of default could result in all of our debt becoming immediately due and payable and could permit our lenders to foreclose on our assets securing such debt;



•

require us to dedicate a substantial portion of our cash flow from our business operations to pay our debt, thereby reducing the availability of cash flow to fund working capital, capital expenditures, development projects, general operational requirements and other purposes;



•

limit our ability to obtain additional financing for working capital, capital expenditures and other activities;



•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;



•

increase our vulnerability to general adverse economic and industry conditions or a downturn in our business; and



•

place us at a competitive disadvantage compared to competitors that are not as highly leveraged.

        Any of the above-listed factors could have a material adverse effect on our business, financial condition and results of operations and our ability to meet our payment obligations under the notes and our other debt.

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Ability to Service Debt—To service our debt, we will require a significant amount of cash. If we fail to generate sufficient cash flow from future operations, we may have to refinance all or a portion of our debt or seek to obtain additional financing.

        We expect to obtain the funds to pay our expenses and to pay the amounts due under the notes, our new senior secured credit facility and our other debt primarily from our operations. Our ability to meet our expenses and make these payments thus depends on our future performance, which will be affected by financial, business, economic and other factors, many of which we cannot control. Our business may not generate sufficient cash flow from operations in the future and our currently anticipated growth in revenue and cash flow may not be realized, either or both of which could result in our being unable to pay amounts due under our debt, including the notes, or to fund other liquidity needs, including the approximately $16.3 million in aggregate capital expenditures we plan to spend in fiscal years 2005 and 2006 for hotel room renovation and refurbishment throughout all of our properties, for new and expanded dining options throughout all of our properties, and for the conversion of the remainder of our slot machines to coinless slot technology or to slot machines with advanced electronic games and the approximately $17.5 million in capital expenditures we plan to spend for the development and construction of a new 180-room hotel tower and for the development and construction of a new 29,000 square foot event center at the CasaBlanca. If we do not have sufficient cash flow from operations, we may be required to refinance all or part of our then existing debt (including the notes), sell assets, reduce or delay capital expenditures or borrow more money. We cannot assure you that we will be able to accomplish any of these alternatives on terms acceptable to us, or at all. In addition, the terms of existing or future debt agreements, including our new senior secured credit facility and the indentures governing the notes, may restrict us from adopting any of these alternatives. The failure to generate sufficient cash flow or to achieve any of these alternatives could materially adversely affect the value of the notes and our ability to pay the amounts due under the notes.

Value of Collateral Securing the Senior Secured Notes—The fair market value of the collateral securing the Senior Secured Notes may not be sufficient to pay the amounts owed under the Senior Secured Notes. As a result, you may not receive full payment on your Senior Secured Notes following an event of default.

        The Senior Secured Notes and the guarantees thereof will be secured by a security interest in substantially all of our and the guarantors' existing and future assets (other than certain excluded assets) and a pledge of the equity interests owned by Robert R. Black, Sr. and his affiliate in the issuers, subject to certain limitations. For more information on these limitations, see "Summary—The Transactions" and "Description of Senior Secured Notes—Senior Secured Note Collateral—Some Limitations on Senior Secured Note Collateral."

        The proceeds of any sale of collateral following an event of default with respect to the Senior Secured Notes may not be sufficient to satisfy, and may be substantially less than, amounts due on the Senior Secured Notes. No appraisal has been made of the collateral. Shortly following the issue date of the Senior Secured Notes, we expect that the total value of the collateral will be less than the amount due on the Senior Secured Notes.

        The value of the collateral in the event of liquidation will depend upon market and economic conditions, the availability of buyers and similar factors. The collateral does not include contracts, agreements, licenses (including gaming, and liquor licenses) and other rights that by their express terms prohibit the assignment thereof or the grant of a security interest therein. Some of these may be material to us and such exclusion could have a material adverse effect on the value of the collateral. By its nature, some or all of the collateral may not have a readily ascertainable market value or may not be saleable or, if saleable, there may be substantial delays in its liquidation. To the extent that liens, security interests and other rights granted to other parties (including the lenders under our new senior secured credit facility) encumber assets owned by us, those parties have or may exercise rights and

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remedies with respect to the property subject to their liens that could adversely affect the value of that collateral and the ability of the trustee under the indenture governing the Senior Secured Notes or the holders of the Senior Secured Notes to realize or foreclose on that collateral. Consequently, we cannot assure you that liquidating the collateral securing the Senior Secured Notes would produce proceeds in an amount sufficient to pay any amounts due under the Senior Secured Notes after also satisfying the obligations to pay any creditors with prior claims on the collateral.

        In addition, under the intercreditor agreement between the trustee under the Senior Secured Note indenture and the lenders under our new senior secured credit facility, described below, the right of the lenders to exercise remedies with respect to the collateral could delay liquidation of the collateral. The gaming licensing process, along with bankruptcy laws and other laws relating to foreclosure and sale, as discussed below, also could substantially delay or prevent the ability of the trustee or any holder of the Senior Secured Notes to obtain the benefit of any collateral securing the Senior Secured Notes. Such delays could have a material adverse effect on the value of the collateral.

        The indenture governing the Senior Secured Notes and the agreements governing our other secured debt also permit us to designate one or more of our restricted subsidiaries as an unrestricted subsidiary. If we designate a restricted subsidiary as an unrestricted subsidiary, all of the liens on any collateral owned by the unrestricted subsidiary or any of its subsidiaries and any guarantees of the Senior Secured Notes by the unrestricted subsidiary or any of its subsidiaries will be released under the Senior Secured Note indenture but not necessarily under our new senior secured credit facility. Designation of an unrestricted subsidiary will reduce the aggregate value of the collateral securing the Senior Secured Notes to the extent that liens on the assets of the unrestricted subsidiary and its subsidiaries are released. In addition, the creditors of the unrestricted subsidiary and its subsidiaries will have a prior claim (ahead of the Senior Secured Notes) on the assets of such unrestricted subsidiary and its subsidiaries.

        If the proceeds of any sale of collateral are not sufficient to repay all amounts due on the Senior Secured Notes, the holders of the Senior Secured Notes (to the extent not repaid from the proceeds of the sale of the collateral), would have only an unsecured claim against our remaining assets.

Lien Subordination of Senior Secured Notes—The lien on the collateral securing the Senior Secured Notes is contractually subordinated pursuant to the intercreditor agreement to the liens securing our senior secured credit facility and also is subject to the prior claim of purchase money lenders and holders of mechanics' liens.

        The security interests securing the Senior Secured Notes and the guarantees of the Senior Secured Notes are contractually subordinated to up to $15.0 million principal amount of debt (plus related interest, fees, indemnities, costs and expenses) that may be incurred under our senior secured credit facility, pursuant to an intercreditor agreement between the trustee under the Senior Secured Note indenture and the lenders under our new senior secured credit facility. In addition, lenders of furniture, fixtures and equipment financing and other purchase money debt will have a security interest in the assets securing that debt, although those assets, so long as they secure only such debt, do not secure the Senior Secured Notes. As a result, upon any distribution to our creditors, whether or not in bankruptcy, liquidation, reorganization or similar proceedings, or following acceleration of our debt or an event of default under such debt, the lenders under our new senior secured credit facility and the lenders of furniture, fixtures and equipment financing and other purchase money debt will be entitled to be repaid in full from the proceeds of the assets securing such debt before any payment is made to holders of Senior Secured Notes from such proceeds.

        Consequently, it is unlikely that the liquidation of the collateral securing the Senior Secured Notes would produce proceeds in an amount sufficient to pay the amounts due on the Senior Secured Notes after also satisfying the obligations to pay our new senior secured credit facility lenders and purchase

20

money lenders, even if the fair market value of the collateral securing the Senior Secured Notes would be sufficient, absent our new senior secured credit facility and purchase money debt, to pay all amounts due on the Senior Secured Notes. If the proceeds of any sale of collateral are not sufficient to repay all amounts due on the Senior Secured Notes, the holders of the Senior Secured Notes (to the extent not repaid from the proceeds of the sale of the collateral), would have only an unsecured claim against our remaining assets.

Limited Ability of Holders of Senior Secured Notes to Exercise Remedies—The rights of the trustee and holders of Senior Secured Notes to exercise remedies under the indenture are limited by an intercreditor agreement between the trustee and the lenders under our senior secured credit facility.

        A number of the rights and remedies of the trustee and the holders of the Senior Secured Notes are significantly limited under the intercreditor agreement. For instance, if the Senior Secured Notes become due and payable prior to the stated maturity or are not paid in full at the stated maturity at a time during which we have debt outstanding under our new senior secured credit facility, the Senior Secured Note trustee will not have the right to foreclose upon the collateral unless and until the lenders under our new senior secured credit facility fail to take steps to exercise remedies with respect to or in connection with the collateral within 120 days following notice to such lenders of the occurrence of an event of default under the indenture. In addition, the intercreditor agreement prevents the trustee and the holders of the Senior Secured Notes from pursuing remedies with respect to the collateral in an insolvency proceeding.

        The rights and remedies of the Senior Secured Note trustee also are subject to additional practical limitations with respect to certain collateral so long as such collateral also secures our credit facility. The Senior Secured Note trustee will not have possession (if certificated) of the equity interests of the guarantors or the equity interests owned by Robert R. Black, Sr. and his affiliate in the issuers (even though such equity interests constitute Senior Secured Note collateral), so long as such equity interests also secure our credit facility. As a result, so long as such equity interests also secure our new senior secured credit facility, the trustee (although it does have a perfected security interest in such equity interests) will not be able to take possession of such equity interests upon the occurrence of an event of default under the indenture governing the Senior Secured Notes. In addition, the Senior Secured Note trustee does not have a perfected security interest in certain other portions of the Senior Secured Note collateral—including deposit accounts—that consist of assets that are not perfected by filing a Uniform Commercial Code financing statement, or that require that the issuers or any guarantor, as applicable, cause the trustee to obtain "control" (as defined in the Uniform Commercial Code) or possession of such assets (and, after commercially reasonable efforts, the issuers or such guarantor, as applicable, are unable to cause the trustee to obtain such control or possession).

Limited Ability of Holders of Senior Secured Notes to Realize on Collateral—Gaming laws, bankruptcy laws and other factors may delay or otherwise impede the trustee's ability to foreclose on the collateral securing the Senior Secured Notes.

        In addition to our intercreditor arrangements with lenders under our credit facility, described above, the gaming laws of the State of Nevada and the licensing processes, along with other laws relating to foreclosure and sale, could substantially delay or prevent the ability of the trustee or any holder of the Senior Secured Notes to obtain the benefit of any collateral securing the Senior Secured Notes. For example, if the trustee sought to operate, or retain an operator for, any of our gaming properties, the trustee would be required to obtain Nevada gaming licenses. Potential purchasers of our gaming properties or the gaming equipment would also be required to obtain a Nevada gaming license. This could limit the number of potential purchasers in a sale of our gaming properties or gaming equipment, which may delay the sale of and reduce the price paid for the collateral.

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        In addition, the trustee's ability to repossess and dispose of collateral is subject to the procedural and other restrictions of state real estate, commercial and gaming law, as well as the prior approval of the lenders under our new senior secured credit facility. Among other things, if the trustee did conduct a foreclosure sale, and if the proceeds of the sale were insufficient, after expenses, to pay all amounts due on the Senior Secured Notes, the trustee might, under certain circumstances, be permitted to assert a deficiency claim against us. There can be no assurance that the trustee would be able to obtain a judgment for the deficiency or that we would have sufficient other assets to pay a deficiency judgment.

        Federal bankruptcy law also could impair the trustee's ability to foreclose upon the collateral. If we or a guarantor become a debtor in a case under the United States Bankruptcy Code, as amended (the "Bankruptcy Code"), the automatic stay, imposed by the Bankruptcy Code upon the commencement of a case, would prevent the trustee from foreclosing upon the collateral or (if the trustee has already taken control of the collateral) from disposing of it, without prior bankruptcy court approval.

        The bankruptcy court might permit us to continue to use the collateral while the bankruptcy case was pending, even if the Senior Secured Notes were then in default. Under the Bankruptcy Code, holders of Senior Secured Notes and the trustee would be entitled to "adequate protection" of the interest of holders of Senior Secured Notes in the collateral, if necessary to protect against any diminution in value during the case. Because the Bankruptcy Code does not define "adequate protection," and because the bankruptcy court has broad discretion, however, there can be no assurance that the court would require us to provide holders of Senior Secured Notes with any form of "adequate protection," or that any protection so ordered would, in fact, be adequate.

        In a bankruptcy case, the court would allow a claim for all amounts due under the Senior Secured Notes, including all accrued and unpaid interest through the date of bankruptcy. Under the Bankruptcy Code, interest stops accruing on the date of bankruptcy except under certain specified circumstances, and there can be no assurance that the court would allow a claim for post-bankruptcy interest. If the court held that the value of the collateral securing the Senior Secured Notes was less than the amount due, the trustee would be permitted to assert a secured claim in an amount equal to the collateral's value and an unsecured claim for the deficiency.

        For these and other reasons, if we or our subsidiaries become debtors in cases under the Bankruptcy Code, there can be no assurance:

•

whether any payments under the Notes would be made;



•

whether or when the trustee could foreclose upon or sell the collateral;



•

whether the term or other conditions of the Notes or any rights of the holders could be altered in a bankruptcy case without the trustee's or your consent;



•

whether the trustee or you would be able to enforce your rights against the guarantors under their guarantees; or



•

whether or to what extent holders of the Senior Secured Notes would be compensated for any delay in payment or decline in the collateral's value.

        Finally, the trustee's ability to foreclose on the collateral on behalf of the holders of Senior Secured Notes may be subject to the consent of third parties, prior liens (as discussed above) and practical problems associated with the realization of the trustee's security interest in the collateral.

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Senior Subordinated Notes Are Unsecured—If we fail to meet our payment or other obligations under our secured debt, including the Senior Secured Notes and our new senior secured credit facility, the holders of our secured debt could foreclose on, and acquire control of, substantially all of our assets.

        The Senior Subordinated Notes and the guarantees thereof are unsecured. The Senior Secured Notes and our senior secured credit facility are secured by a security interest in substantially all of our and the guarantors' existing and future assets (other than certain excluded assets) and a pledge of the equity interests owned by Robert R. Black, Sr. and his affiliate in the issuers, subject to certain limitations. As a result of these security interests, if we fail to meet our payment or other obligations under such secured debt, the trustee of the Senior Secured Notes and the lenders under our new senior secured credit facility would be entitled to foreclose on all of our assets and liquidate those assets in accordance with the intercreditor agreement. Similarly, in a bankruptcy or liquidation you may not receive any payment on your Senior Subordinated Notes, except to the extent that the value of our assets exceeds our secured debt. Accordingly, we may not have sufficient funds to pay amounts due on the Senior Subordinated Notes. As a result you may lose a portion of or the entire value of your investment in the Senior Subordinated Notes.

Subordination of Senior Subordinated Notes—Your right to receive payments on the Senior Subordinated Notes or under the guarantees thereof is subordinated to our senior debt, including the Senior Secured Notes and our senior secured credit facility.

        The Senior Subordinated Notes and the guarantees thereof are subordinated in right of payment to all of our and the guarantors' existing and future senior debt, including the Senior Secured Notes and our senior secured credit facility. As a result, upon any distribution to our creditors or the creditors of any of the guarantors in a bankruptcy, liquidation or reorganization or similar proceeding relating to us or any of the guarantors or our or their property, the holders of our or the guarantor's senior debt, including the Senior Secured Notes and our new senior secured credit facility, will be entitled to be paid in full before any payment may be made with respect to the Senior Subordinated Notes or the guarantees thereof. In such case, holders of the Senior Subordinated Notes will participate with trade creditors, other holders of unsecured debt, and any secured creditor not already paid in full in the assets remaining after we and the guarantors have paid all of the senior debt. In these cases, we and the guarantors may not have sufficient funds to pay all of our creditors, and holders of the Senior Subordinated Notes may receive less, ratably, than the holders of our senior debt.

        In addition, all payments on the Senior Subordinated Notes and the guarantees thereof, including the principal of and premium, if any, and interest (and Liquidated Damages, if any) on the Senior Subordinated Notes, or on account of the redemption provisions of the Senior Subordinated Notes or any repurchases of Senior Subordinated Notes, will be blocked in the event of a payment default on our designated senior debt and may be blocked for up to 179 of 360 consecutive days in the event of certain non-payment defaults on our designated senior debt. See "Description of Senior Subordinated Notes—Subordination to Senior Debt."

        As of September 30, 2004, after giving effect to the consummation of the Transactions, the Senior Subordinated Notes and the guarantees thereof would be subordinated to approximately $127.5 million of senior debt (assuming termination of the lease agreement with MDW Mesquite, LLC), consisting of $125.0 million aggregate principal amount of the Senior Secured Notes, $1.9 million of equipment financing and $0.7 million of timeshare financing, and approximately $15.0 million would have been available for borrowing as additional senior debt under our new senior secured credit facility. We are permitted to borrow substantial additional debt, including senior debt, in the future under the terms of the indenture governing the Senior Subordinated Notes.

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Restrictive Covenants—The indentures governing the notes and our new senior secured credit facility will contain covenants that significantly restrict our operations.

        The indentures governing the notes and the agreement governing our senior secured credit facility contain, and any other future debt agreements may contain, numerous covenants imposing financial and operating restrictions on our business. These restrictions may affect our ability to operate our business, may limit our ability to take advantage of potential business opportunities as they arise and may adversely affect the conduct of our current business. These covenants restrict on our ability and the ability of our restricted subsidiaries to, among other things:

•

pay dividends, redeem stock or make other distributions or restricted payments;



•

incur debt or issue preferred equity interests;



•

make certain investments;



•

create liens;



•

agree to payment restrictions affecting the subsidiary guarantors;



•

consolidate or merge;



•

sell or otherwise transfer or dispose of assets, including equity interests of our restricted subsidiaries;



•

enter into transactions with our affiliates;



•

designate our subsidiaries as unrestricted subsidiaries; and



•

use the proceeds of permitted sales of our assets.

        Our senior secured credit facility also requires us to meet certain financial ratios and tests. Compliance with these financial ratios and tests may adversely affect our ability to adequately finance our operations or capital needs in the future or to pursue attractive business opportunities that may arise in the future. Our ability to meet these ratios and tests and to comply with other provisions governing our debt may be adversely affected by our operations and by changes in economic or business conditions or other events beyond our control. Our failure to comply with our debt-related obligations could result in an event of default under the notes and our other debt.

Ability to Repurchase Notes—Our ability to repurchase the notes upon a change of control or an asset sale may be limited.

        Upon the occurrence of specific "change of control" events and "asset sale" events, in each case as defined in the indentures, we will be required to offer to repurchase all outstanding notes at 101% of the principal amount (in the case of a change of control) and 100% of the principal amount (in the case of an asset sale), in each case, plus accrued and unpaid interest to the date of repurchase. The lenders under our senior secured credit facility have a similar right to be repaid upon a change of control. Any of our future debt agreements may contain similar provisions with respect to a change of control or asset sale. However, we may not have sufficient funds at the time of the change of control or asset sale to make the required repurchase of notes or repayment of our other debt. The terms of our senior secured credit facility also limit our ability to purchase your notes until all debt under our senior secured credit facility is paid in full. Any of our future debt agreements may contain similar restrictions. If we fail to repurchase any notes submitted in a change of control or asset sale offer, it would constitute an event of default under the indentures which would, in turn, constitute an event of default under our new senior secured credit facility and could constitute an event of default under our other debt, even if the change of control itself would not cause a default.

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        In addition, all payments on the Senior Subordinated Notes and the guarantees thereof, including on account of any repurchases of Senior Subordinated Notes, are blocked in the event of a payment default on our designated senior debt. See "—Subordination of Senior Subordinated Notes" above. Under the Senior Subordinated Note indenture, prior to complying with any of the provisions of the change of control or asset sale covenants, but in any event within 90 days following a change in control or an asset sale, respectively, we are required either to repay all outstanding senior debt or obtain the requisite consents, if any, under all agreements governing outstanding senior debt to permit the repurchase of Senior Subordinated Notes required by the change of control or asset sale covenants, respectively.

        Important corporate events, such as takeovers, recapitalizations or similar transactions, may not constitute a change of control under the indentures governing the notes and thus not permit the holders of the notes to require us to repurchase or redeem the notes.

Required Regulatory Redemption—Noteholders may be required to be licensed by a gaming authority and, if not so licensed, their notes will be subject to redemption.

        We are required to notify the Nevada State Gaming Control Board as to the identity of, and may be required to submit background information regarding, each record or beneficial owner of the notes. For purposes of these rules, "beneficial interest" includes all direct and indirect forms of ownership or control, voting power or investment power held through any contract, lien, lease, partnership, stockholding, syndication, joint venture, understanding, relationship, present or reversionary right, title or interest, or otherwise. The Nevada State Gaming Control Board may determine that holders of the notes have a "beneficial interest" in the issuers.

        If the Nevada Gaming Commission, the Nevada State Gaming Control Board, the Clark County Liquor and Gaming Licensing Board, or the City of Mesquite and other local authorities (collectively, the "Nevada Gaming Authorities") requires any person, including a record or beneficial owner of the notes, to be licensed, qualified or found suitable, that person must apply for a license, qualification or finding of suitability within the time period specified by the gaming authority. The person would be required to pay all costs of obtaining a license, qualification or finding of suitability. If you are unable or unwilling to obtain such license, qualification or finding of suitability, such agencies and authorities may not grant us or, if already granted, may suspend or revoke our licenses unless we terminate our relationship with you. Under these circumstances, we would be required to repurchase your notes. There can be no assurance that we will have sufficient funds or otherwise will be able to repurchase any or all of your notes. See "Regulation and Licensing."

Fraudulent Transfer—Under certain circumstances, a court could cancel the guarantees of our subsidiaries or limit the obligations of an individual issuer under the Notes.

        Unless designated as an unrestricted subsidiary, each domestic subsidiary we form or acquire will be required to guarantee the notes and grant a security interest in certain of its assets (junior to the security interest granted to the lenders under our new senior secured credit facility) to secure its guarantee. Under federal bankruptcy law and comparable provisions of state and federal nonbankruptcy fraudulent transfer laws, under certain circumstances a court could avoid (i.e., cancel) a guarantee and the security interest in the guarantor's assets, and order the return of any payments made thereunder to the guarantor or to a fund for the benefit of its other creditors.

        A court might take these actions if it found that when the guarantor entered into its guarantee (or, in some jurisdictions, when payments became due on its guarantee), (i) it received less than reasonably

25

equivalent value or fair consideration for its guarantee, and (ii) any of the following conditions was then satisfied:

•

the guarantor was insolvent or rendered insolvent by reason of incurring its obligations under its guarantee or granting a security interest in its assets;



•

the guarantor was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or



•

the guarantor intended to incur, or believed (or reasonably should have believed) that it would incur, debts beyond its ability to pay as those debts matured.

        In applying these factors, a court would likely find that a subsidiary guarantor did not receive fair consideration or reasonably equivalent value for its guarantee, except to the extent that it benefited directly or indirectly from the notes' issuance. The determination of whether a subsidiary was or was rendered "insolvent" would vary depending on the law of the jurisdiction being applied. Generally, an entity would be considered insolvent if the sum of its debts (including contingent or unliquidated debts) is greater than all of its property at a fair valuation or if the present fair salable value of its assets is less than the amount that will be required to pay its probable liability on its existing debts (including contingent or unliquidated debts) as they become absolute and matured.

        A court might also avoid a guarantor's guarantee and the security interest in its assets, if the court concluded that the guarantor entered into the guarantee with actual intent to hinder, delay, or defraud creditors. If a court avoided a guarantor's guarantee, you would no longer have a claim against that subsidiary, and the claims of creditors of the subsidiary generally would be entitled to payment in full before the subsidiary paid any dividends or made any distributions to us for the purpose of our satisfying any claims under the notes.

        Similarly, under federal bankruptcy law and comparable provisions of state and federal non-bankruptcy fraudulent transfer laws, under certain circumstances a court could limit or avoid the issuers' obligations under the notes and the security interest in the issuers' assets, and order the return of any payments made thereunder to the issuers or to a fund for the benefit of their other creditors.

        The notes are joint and several obligations of each of the three issuers. However, none of the issuers, individually, has sufficient cash flow to service the notes or assets that exceed the aggregate principal amount of the notes. To prevent the obligations of an issuer under the notes being subject to avoidance as a fraudulent obligation, each of the indentures provides that the obligations under such indenture and the notes are allocated among each of the issuers, pro rata, based on their respective asset book values as of the issue date of the notes. Each issuer has agreed in the indentures to be responsible for its pro rata share of such obligations and to reimburse the other issuers to the extent that any issuer pays more than its pro rata share of such obligations. However, there can be no assurances that each of the issuers will be able to pay its pro rata share of such obligations or that any issuer will be able to reimburse any other issuer that pays more than its pro rata share. In that case, under federal bankruptcy laws, a court could order the avoidance of all or a portion of an individual issuer's obligations under the notes and order the return of any payments made by an issuer in excess of its pro rata share either to such issuer or to a fund for the benefit of such issuer's other creditors.

        In addition, a substantial portion of the net proceeds from the offering of the old notes was used to redeem and purchase equity interests in the CasaBlanca Resorts not owned by Robert R. Black, Sr. or his affiliates and a minority owner. Although we cannot predict how a court would rule in this case, courts have found that an issuer did not receive reasonably equivalent value or fair consideration if the proceeds of the issuance were paid to such issuer's equity holders.

        Regardless of the factors identified above, a court might also avoid the obligations of the issuers under the notes and the security interest in their assets and order the return of any payments made

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under the notes either to the issuers or to a fund for the benefit of the issuers' other creditors if the court found that the issuers incurred the obligations under the notes with actual intent to hinder, delay, or defraud creditors of the issuers.

No Existing Trading Market for the Notes—There is currently no trading market for the notes, and an active trading market may not develop for the notes. The failure of a market to develop for the notes could affect the liquidity and value of your notes.

        The notes are new issues of securities, and there is no existing trading market for the notes. An active market may not develop for the notes, and there can be no assurance as to the liquidity of any market that may develop for the notes. If an active market does not develop, the market price and liquidity of the notes may be adversely affected. Any of the notes traded after their initial issuance may trade at a discount from their initial offering price.

        The liquidity of the trading market, if any, and future trading prices of the notes will depend on many factors, including, among other things, our ability to effect the exchange offer, prevailing interest rates, our operating results, financial performance and prospects, the market for similar securities and the overall securities market, and may be adversely affected by unfavorable changes in these factors. Historically, the market for high-yield debt has been subject to disruptions that have caused substantial fluctuations in the prices of these securities. In addition, securities of gaming companies historically have been more volatile than securities of other companies. The notes and any markets for the notes may be subject to such disruptions and volatility, either of which could have an adverse effect on the price and liquidity of the notes.

        The initial purchaser of the old notes has informed us that it intends to make a market in the notes after this offering is completed. However, the initial purchaser is under no obligation to do so and may cease its market making at any time. In addition, market-making activities may be limited during the subsequent registered exchange offer with respect to the notes or the pendency of any resale registration statement with respect to the notes. Although we intend to apply for the notes to be eligible for trading in PORTAL, we do not intend to apply for listing of the notes on any securities exchange or for quotation of the notes on any automated dealer quotation system.

Restrictions on Transfer—There are restrictions on transfers of the old Notes.

        The old notes were issued in reliance on exemptions from registration under the Securities Act and applicable state securities laws. The old notes may be transferred or resold only in a transaction registered under or exempt from the registration requirements of the Securities Act and applicable state securities laws. The SEC has broad discretion to determine whether any registered exchange offer or resale registration statement will be declared effective and may delay or deny the effectiveness of any such registration statements filed by us for a variety of reasons. Failure to have any registration statement declared effective could adversely affect the liquidity and value of the notes. See "Notice to Investors."

Original Issue Discount on Senior Subordinated Notes—The Senior Subordinated Notes have significant original issue discount ("OID") for United State federal income tax purposes, and accordingly, United States holders of the Senior Subordinated Notes will be required to include OID in income in advance of the receipt of cash attributable to such income.

        Because the Senior Subordinated Notes do not provide for cash payment of stated interest prior to January 15, 2009, the Senior Subordinated Notes have significant OID for United States federal income tax purposes. United States holders generally must include OID income for United States federal income tax purposes under a constant yield accrual method regardless of their regular method of tax accounting. As a result, United States holders of the Senior Subordinated Notes will include OID in

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income in advance of the receipt of cash attributable to such income. See "Certain United States Federal Income Tax Consequences."

Risks Related to Our Business

Geographic Concentration of Properties—We will be subject to greater risks than a geographically diversified gaming company.

        All of our properties are located in Mesquite, Nevada. Therefore, the impact of many economic and other business factors on our properties will be more significant to us than it would be to a geographically diversified gaming company, and we will be subject to more significant fluctuations in our operating results than a geographically diversified gaming company due to factors such as:

•

a downturn in local or regional economic conditions;



•

an increase in competition in the surrounding area;



•

inaccessibility to our properties due to road construction or closure of Interstate 15; and



•

natural and other disasters in the surrounding area, including severe weather, flooding and fire, and other casualty losses.

        Any of the foregoing factors could limit or result in a decrease in the number of customers at our properties or a decrease in the amount that customers are willing to wager. Although we maintain insurance policies, which may cover certain casualties, insurance proceeds may not adequately compensate us for all economic consequences of any such event. If our properties are not able to generate sufficient cash flow, we may not be able to meet our payment obligations under the Notes and our other indebtedness.

Competition—We face substantial competition in the gaming industry.

        There is substantial competition among companies in the gaming industry, which includes land-based casinos, dockside casinos, riverboat casinos, casinos located on Native American land and other forms of legalized gaming. If other casinos operate more successfully, if existing properties are enhanced or expanded, or if additional hotels and casinos are established in and around the locations where we conduct business, we may lose market share. We also compete, to some extent, with other forms of gaming on both a local and national level, including state-sponsored lotteries, Internet gaming, on- and off-track wagering and card parlors. In particular, the legalization of gaming or the expansion of legalized gaming in or near any geographic area from which we attract or expect to attract a significant number of our customers could have a significant adverse effect on our business, financial condition and results of operations. In addition, there is no limit on the number of gaming licenses that may be granted in Mesquite or in some of the other gaming markets in which we compete. In particular, other than zoning limitations and licensing requirements of the City of Mesquite, there are no restrictions on additional casinos being constructed and opened in Mesquite, including by competitors that may have greater financial and other resources than we do.

        Our casino properties face direct competition from all other casinos and hotels in the southern Nevada region, including, to some degree, from each other. In addition, we also face competition from all other types of entertainment, recreational activities and other attractions in and near Las Vegas. Future visits to our properties may be negatively affected as customers who have previously visited our properties may choose to experience Las Vegas casinos and hotels with greater name recognition, different attractions, amenities and entertainment options. Further, many of our competitors have greater financial, selling and marketing, technical and other resources than we do. We must continually attract customers to our properties, which requires us to maintain a high level of investment in marketing and customer service. We may not be able to compete effectively with our competitors.

28

        Increased competition also may require us to make substantial capital expenditures to maintain and enhance the competitive positions of our properties, including updating slot machines to reflect changing technology, refurbishing rooms and public service areas periodically, replacing obsolete equipment on an ongoing basis and making other expenditures to increase the attractiveness and add to the appeal of our properties. Because we are highly leveraged, after satisfying our obligations under our outstanding indebtedness, there can be no assurance that we will have sufficient funds to undertake these expenditures or that we will be able to obtain sufficient financing to fund such expenditures. If we are unable to make such expenditures, our competitive position and our results of operations could be materially adversely affected.

Dependence on Management—We rely on our Chairman of the Board, Chief Executive Officer and President, the loss of whose services could materially and adversely affect our business.

        Our success is substantially dependent upon the efforts and skills of Robert R. Black, Sr., our Chairman of the Board, Chief Executive Officer and President. Mr. Black is important to our success because he has been instrumental in setting our strategic direction, operating our business, identifying, recruiting and training personnel, identifying opportunities and arranging financing. If we were to lose his services, our business, financial condition and results of operations could be materially adversely affected.

Governmental Regulations—We face extensive regulation from gaming and other government authorities.

        As owners and operators of gaming facilities, we are subject to extensive Nevada state and local regulation. Nevada state and local government authorities require us and our subsidiaries to obtain gaming licenses and require our officers and key employees to demonstrate suitability to hold gaming licenses. The Nevada state and local government authorities may limit, condition, suspend or revoke a license for any cause deemed reasonable by the respective licensing agency. They may also levy substantial fines against us or our subsidiaries or the individuals involved in violating any gaming laws or regulations. The occurrence of any of these events could have a material adverse effect on our business, financial condition and results of operations.

        No assurances can be given that any new licenses, registrations, findings of suitability, permits and approvals, including for any proposed expansion of our properties, will be given or that existing ones will be renewed when they expire. Any failure to renew or maintain our licenses or receive new licenses when necessary would have a material adverse effect on us.

        We are subject to a variety of other rules and regulations, including zoning, environmental, construction and land-use laws and regulations governing the serving of alcoholic beverages. We also pay substantial taxes and fees in connection with our operations as a gaming company, which taxes and fees are subject to increase or other change at any time. Any changes to these laws could have a material adverse effect on our business, financial condition and results of operations.

        The compliance costs associated with these laws, regulations and licenses are significant. A change in the laws, regulations and licenses applicable to our business or a violation of any current or future laws or regulations or our gaming licenses could require us to make material expenditures or could otherwise materially adversely affect our business, financial condition or results of operations.

        For more detailed information, see "Regulation and Licensing."

        From time to time, legislators and special interest groups have proposed legislation that would expand, restrict or prevent gaming operations in the jurisdictions in which we operate. Any such change to the regulatory environment or the adoption of new federal, state or local government legislation could have a material adverse effect on our business.

29

Concentration of Ownership—Our Chairman of the Board, Chief Executive Officer and President owns a substantial majority of CasaBlanca Resorts and could have interests that conflict with yours.

        All of the voting equity interests in the CasaBlanca Resorts (other than a 1.92% minority interest in RBG, LLC) are directly or indirectly owned by Robert R. Black, Sr., our Chairman of the Board, Chief Executive Officer and President. Mr. Black directly owns 100% of B & B B, Inc. and Virgin River Casino Corporation. Virgin River Casino Corporation, in turn, directly owns 94.23% of RBG, LLC. In addition, Mr. Black and his affiliates directly own 3.85% of the RBG, LLC. As a result, Mr. Black and his affiliates directly or indirectly own an aggregate of 98.08% of RBG, LLC. For more detailed information, see "Summary—The Transactions" and "Security Ownership of Certain Beneficial Owners and Management."

        There can be no assurance that the interests of Mr. Black will not conflict with your interests as a holder of notes. Because of his controlling interests, he has the power to elect a majority of our board, appoint new management and approve any action requiring the approval of holders of our equity interests, including adopting amendments to our organizational documents, approving mergers or sales of substantially all of our assets or changes to our capital structure, or pursuing other transactions which may increase the value of his equity investment even though these transactions may involve risks to you as a holder of notes.

Union Efforts to Organize Employees—Our business, financial condition, and results of operation may be harmed by union efforts to organize our employees.

        Our employees are not covered by collective bargaining agreements. However, the Industrial Technical and Professional Employees Union has twice sought to organize the workers at our properties. If the Industrial Technical and Professional Employees Union or any other union seeks to organize any of our employees, we could experience disruption in our business and incur significant costs, both of which could have a material adverse effect on our results of operation and financial condition. If a union were successful in organizing any of our employees we could experience significant increases in our labor costs which could also have a material adverse effect on our business, financial condition, and results of operations.

Factors Beyond Our Control—Our business, financial condition and results of operations are dependent in part on a number of factors that are beyond our control.

        The economic health of our business is generally affected by a number of factors that are beyond our control, including:

•

continued increase in healthcare costs;



•

general economic conditions and economic conditions specific to our primary markets;



•

levels of disposable income of casino customers;



•

increases in transportation costs;



•

local conditions in key gaming markets, including seasonal and weather-related factors;



•

increase in gaming taxes or fees;



•

decline in tourism and travel due to occurrences or threats of terrorism or other destabilizing events;



•

substantial increases in the cost of electricity, natural gas and other forms of energy;



•

competitive conditions in the gaming industry, including the effect of such conditions on the pricing of our games and products;

30

•

the relative popularity of entertainment alternatives to casino gaming that compete for the leisure dollar;



•

the adoption of anti-smoking regulations; and



•

an outbreak or suspicion of an outbreak of an infectious communicable disease.

        Any of these factors could negatively impact our properties or geographic location in particular or the casino industry generally, and as a result, our business, financial condition and results of operations.

Environmental Matters—We are subject to environmental laws and potential exposure to environmental liabilities. This may cause us to incur costs or affect our ability to develop, sell or rent our property or to borrow money where such property is required to be used as collateral.

        We are subject to various federal, state and local environmental laws, ordinances and regulations, including those governing discharges to air and water, the generation, handling, management and disposal of petroleum products and hazardous substances, and the health and safety of our employees. Permits may be required for our operations and these permits are subject to renewal, modification and, in some cases, revocation. In addition, as a property owner and operator, we may be liable for the costs of investigating and remediating hazardous substances or petroleum products on, under, or in our property, without regard to whether we knew of, or caused, the presence of the contaminants, and regardless of whether the practices that resulted in the contamination were legal at the time they occurred. The presence of, or failure to remediate properly, the substances may adversely affect our ability to sell or rent our property or to borrow funds using it as collateral. Additionally, we may be subject to claims by third parties based on damages and costs resulting from environmental contamination emanating from our property.

        We have reviewed environmental assessments, and limited soil and groundwater testing, relating to our properties. As a result, we have become aware that there is contamination present on some of our properties apparently due to past operations, which included a truck stop and a gas station. In particular, groundwater contamination at our Oasis property (which appears to have migrated onto our CasaBlanca property) is the subject of investigation and cleanup activities being conducted by the prior owners of the Oasis. Although we believe that the prior owners are responsible for such matters under an indemnity agreement we negotiated at the time we purchased the Oasis, we cannot assure you that we will not incur costs related to this matter.

        We do not anticipate any material adverse effect on our earnings or competitive position relating to environmental matters, but it is possible that future developments could lead to material environmental compliance costs or other liabilities for us and that these costs could have a material adverse effect on our business and financial condition.

Risks Associated with Construction Projects—Expansion and renovation efforts are inherently subject to significant development and construction risks.

        Our expansion projects and periodic renovations will be subject to the many risks in expanding or renovating an existing enterprise or developing new projects, including unanticipated design, construction, regulatory, environmental and operating problems, and the significant risks commonly associated with implementing an expansion strategy. In particular, any such projects are subject to the risks associated with the following:

•

the availability of financing and the terms and covenants in our new senior credit facility and other debt;



•

shortages in materials;



•

insufficient public infrastructure improvements or maintenance;

31

•

shortages of skilled labor or work stoppages;



•

unforeseen construction, scheduling, engineering, environmental or geological problems;



•

weather interference, floods, fires or other casualty losses;



•

the failure to obtain required licenses, permits or approvals;



•

regulatory or private litigation arising out of projects; and



•

unanticipated cost increases and budget overruns.

        In addition, although we design our projects for existing facilities to minimize disruption of business operations, expansion and renovation projects require, from time to time, portions of the existing operations to be closed or disrupted. Any extended disruptions in our operations could have a material adverse affect on our business, financial condition or results of operations.

Uninsured Losses—We may incur losses that are not adequately covered by insurance which may harm our financial condition and results of operations.

        Although we maintain insurance which we believe is customary and appropriate for our business, we cannot assure you that insurance will be available or adequate to cover all loss and damage to which our business and our assets might be subjected. In connection with insurance renewals subsequent to the events of September 11, 2001, the insurance coverage for certain types of damages or occurrences has been diminished substantially and is unavailable at commercial rates. The lack of adequate insurance for certain types or levels of risk could expose us to significant losses in the event that a catastrophe occurred for which we are underinsured. Any losses we incur that are not adequately covered by insurance may decrease our future operating income, require us to find replacements or repairs for destroyed property and reduce the funds available for payment of our obligations on the Notes.

USE OF PROCEEDS

        This exchange offer is intended to satisfy our obligations under the registration rights agreement entered into in connection with the issuance of the old notes. We will not receive any proceeds from the issuance of the new notes in the exchange offer. You will receive, in exchange for old notes tendered by you and accepted by us in the exchange offer, applicable new notes in the same principal amount. The old notes surrendered in exchange for the new notes will be retired and cancelled and cannot be reissued. Accordingly, the issuance of the new notes will not result in any increase of our existing debt.

        We used the net proceeds from the sale of the old notes to redeem and purchase equity interests not owned by Robert R. Black, Sr. or his affiliates and a minority owner, to repay a then existing revolving credit facility, to repay a stockholder note payable, to pay related transaction fees and expenses and for general corporate purposes.

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CAPITALIZATION

        The following table sets forth our actual and "as adjusted" cash and cash equivalents and capitalization as of September 30, 2004. The following table should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements and the notes thereto appearing elsewhere in this prospectus.

		As of September 30, 2004
		Actual		As Adjusted(1)
		(dollars in thousands)
Cash and cash equivalents		$	10,637	$	15,156
New senior secured credit facility(2)		$	—	$	—
Existing senior revolving credit facility and shareholder debt			66,000		—
Senior secured notes			—		125,000
Senior subordinated notes(3)			—		39,912
Equipment financing			2,591		2,591
Capital lease obligations(4)			7,408		21
	Total long-term debt		75,999		167,524
Minority interest(5)			1,921		288
Total stockholders' equity			21,908		13,039
	Total capitalization	$	99,828	$	180,851

(1)

As Adjusted data gives effect to the issuance of the old notes and the application of the proceeds therefrom, the consummation of the other Transactions and the termination of the lease agreement with MDW Mesquite, LLC (described in Note (4) below), as if such transactions had been consummated on September 30, 2004, and assumes no borrowings under our senior secured credit facility.

(2)

Concurrently with the closing of the old notes offering we entered into a new $15.0 million senior secured credit facility, which was undrawn at the closing.

(3)

Amount represents gross proceeds from the offering of the Senior A senior subordinated notes.

(4)

MDW Mesquite, LLC is a Nevada limited-liability company in which Robert R. Black, Sr. has an interest. MDW Mesquite, LLC owns an apartment complex located in Mesquite, Nevada, and some of the units at the apartment complex were utilized by the CasaBlanca for timeshare, hotel and apartment purposes under a lease agreement. Pursuant to an agreement which became effective December 15, 2004, RBG, LLC, and MDW Mesquite, LLC terminated the lease. The terms of the lease termination agreement are described under "Certain Relationships and Related Transactions."

(5)

Minority interest represents the ownership interest in RBG, LLC other than that of Virgin River Casino Corporation.

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SELECTED COMBINED FINANCIAL DATA

        The selected combined income statement data for the years ended December 31, 2001, 2002 and 2003, and the selected combined balance sheet data at December 31, 2002 and 2003, are derived from our audited combined financial statements appearing elsewhere in this prospectus. The selected combined income statement data for the years ended December 31, 1999 and 2000, and the selected combined balance sheet data at December 31, 1999, 2000 and 2001 are derived from our audited combined financial statements that are not included in this prospectus. The selected combined income statement data for the nine months ended September 30, 2003 and 2004, and the selected combined balance sheet data at September 30, 2004 are derived from our unaudited combined financial statements included in this prospectus.

        The selected combined financial data as of and for the nine months ended September 30, 2003 and 2004 include all adjustments, consisting of normal recurring adjustments, which are, in our opinion, necessary for a fair presentation of our financial position and results of operations at such dates and for such periods. Financial and operating results for the nine months ended September 30, 2003 and 2004 have not been audited and are not necessarily indicative of the results for the full year. The information presented below summarizes certain selected combined financial data, which you should read in conjunction with our combined financial statements and the related notes contained elsewhere in this prospectus and with "Management's Discussion and Analysis of Financial Condition and Results of Operations."

        B & B B, Inc. and Virgin River Casino Corporation have elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code of 1986, as amended, which permits the owners of our companies pay income taxes on our taxable income. RBG, LLC, a limited-liability company, is classified as a partnership for federal income tax purposes. Accordingly, a provision for income taxes is not included in our combined financial data.

	Year Ended December 31,															Nine Month Ended September 30,
	1999			2000			2001			2002			2003			2003			2004
							(dollars in thousands)									(unaudited)
Income statement data:
Revenues:
Casino	$	49,153		$	55,478		$	67,933		$	82,755		$	83,345		$	63,451		$	68,648
Food and beverage		22,502			23,556			29,375			36,891			38,781			29,345			31,589
Hotel		14,424			15,221			18,057			24,035			25,436			19,495			20,364
Other		12,996			15,512			17,778			20,255			21,993			17,204			17,874
Total revenues		99,075			109,767			133,143			163,936			169,555			129,495			138,475
Promotional allowances		(12,551	)		(12,227	)		(14,796	)		(20,616	)		(23,994	)		(17,979	)		(18,236	)
Net revenues		86,524			97,540			118,347			143,320			145,561			111,516			120,239
Operating expenses:
Casino		26,894			28,341			37,483			39,591			41,289			30,755			31,913
Food and beverage		14,886			15,859			20,703			25,000			24,908			18,707			19,502
Hotel		5,428			5,603			7,509			9,107			9,590			7,355			7,767
Other		9,134			10,306			11,505			13,980			14,828			11,419			12,082
General and administrative		14,950			17,084			27,064			36,574			36,569			26,708			29,943
Depreciation and amortization		5,406			5,229			6,737			8,729			8,792			6,600			6,416
Loss (gain) on sale of assets		248			(2,486	)		171			607			188			191			(50	)
Total operating expense		76,946			79,936			111,172			133,588			136,164			101,735			107,573
Operating income		9,578			17,604			7,175			9,732			9,397			9,781			12,666

34

Other income (expenses):
Change in fair value of interest rate swaps		—			—			—			—			—			—			2,683
Interest expense		(4,436	)		(4,468	)		(5,583	)		(8,500	)		(7,853	)		(5,867	)		(5,410	)
Other		—			283			(252	)		—			—			—			—
		(4,436	)		(4,185	)		(5,835	)		(8,500	)		(7,853	)		(5,867	)		(2,727	)
Income before minority interest		5,142			13,419			1,340			1,232			1,544			3,914			9,939
Minority interest in (income) loss from RBG, LLC and Casablanca Resorts, LLC		499			(2,119	)		2,024			1,956			834			(193	)		(1,588	)
Net income		5,641			11,300			3,364			3,188			2,378			3,721			8,351
Changes in fair value of interest rate swaps		—			—			(2,478	)		(2,842	)		2			845			—
Total comprehensive income	$	5,641		$	11,300		$	886		$	346		$	2,380		$	4,566		$	8,351
Ratio of earnings to fixed charges(1)		2.1	x		3.9	x		1.2	x		1.1	x		1.2	x		1.6	x		4.4	x
Pro forma ratio of earnings to fixed charges(1)(2)														—						—

	As of December 31,										As of September 30,
	1999		2000		2001		2002		2003		2003		2004
					(dollars in thousands)						(unaudited)
Balance sheet data:
Cash and cash equivalents	$	4,631	$	4,905	$	7,116	$	9,012	$	10,112	$	7,668	$	10,637
Total assets		76,223		80,365		125,414		125,101		122,585		120,476		119,215
Total debt		44,204		43,055		88,253		89,374		85,122		85,168		75,999
Stockholders' equity		18,902		23,731		16,562		14,581		14,408		15,706		21,908

(1)

The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. Earnings consist of income (loss) before income taxes and fixed charges (adjusted for interest capitalized during the period). Fixed charges consist of interest expense on indebtedness (whether expensed or capitalized), amortization of deferred financing costs and that portion of rental expense that we believe is representative of the interest component of rental expense.

(2)

Gives effect to the issuance of the old notes and the application of the proceeds therefrom as described in "Use of Proceeds," the consummation of the other Transactions and the termination of the lease agreement with MDW Mesquite, LLC, as if such transactions had been consummated on the first day of the respective periods, and assumes no borrowings under our senior secured credit facility. On a pro forma basis, earnings were insufficient to cover fixed charges by $0.5 million for the nine months ended September 30, 2004 and by $10.9 million for the year ended December 31, 2003.

35

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following discussion and analysis should be read in conjunction with the "Selected Combined Financial Data" and the combined financial statements and related notes included in this prospectus.

Overview

        We own and operate the CasaBlanca, the Oasis and the Virgin River in Mesquite, Nevada, which is located approximately 80 miles north of Las Vegas. We own three of the four casinos operating in Mesquite and our properties have a dominant market share in Mesquite. Our properties are well established, each having been in operation for at least nine years, and serve as significant drive-in gaming and resort destinations. Our properties collectively feature 2,421 slot machines, 76 table games, 2,149 deluxe hotel rooms and 85 timeshare units, and offer extensive amenities, including championship golf courses, full service spas, a bowling center, movie theaters, restaurants, and banquet and conference facilities. With each of our properties, we leverage our extensive value-oriented amenities and emphasis on slot play to target middle market gaming customers.

        Our revenues are primarily derived from gaming revenues, which include revenues from slot machines, table games, live keno, race and sports book wagering and bingo. Gaming revenues is generally defined as gaming wins less gaming losses. In addition, we derive a significant amount of revenue from our hotel rooms and our food and beverage outlets. We also derive revenues from our golf courses, spa facilities, timeshare units, bowling center and other amenities. Promotional allowances consist primarily of food and beverages furnished gratuitously to customers. The retail value of such services is included in the respective revenue classifications and is then deducted as promotional allowance. We calculate operating income as net revenues less total operating costs and expenses. Operating income represents only those amounts that relate to our operations and excludes interest income, interest expense, and other non-operating income and expenses.

        Our entities are classified as "flow-through" entities under the partnership or Subchapter S provisions of the Internal Revenue Code of 1986, as amended. Under those provisions, the owners of the companies pay or are responsible for reporting our taxable income on their separate returns. Accordingly, a provision for income taxes is not included in our financial data.

        RBG, LLC, a Nevada limited-liability company, was formed in February 1997 for the purpose of acquiring the assets of Player's Island Resort in Mesquite, Nevada, currently operating as the CasaBlanca. RBG, LLC acquired the CasaBlanca for $30.5 million. In February 2001, RBG, LLC formed a subsidiary, Casablanca Resorts, LLC, a Nevada limited-liability company, in order to purchase the assets of the Oasis in Mesquite. RBG, LLC acquired the Oasis for $31.7 million. Currently, RBG, LLC directly owns and operates the CasaBlanca, and through its wholly-owned subsidiary, owns and operates the Oasis. In May 2001, Casablanca Resorts, LLC formed three subsidiaries—Oasis Interval Ownership, LLC, a Nevada limited-liability company; Oasis Recreational Properties, Inc., a Nevada corporation; and Oasis Interval Management, LLC, a Nevada limited-liability company. Oasis Interval Ownership, LLC and Oasis Interval Management, LLC were formed in connection with the operation and management of time share operations. Oasis Recreational Properties, Inc. owns the recreational facility that is associated with the Oasis.

        B & B B, Inc., a Nevada corporation, was formed in December 1989 in connection with the construction and development of the Virgin River Hotel & Casino. B & B B, Inc. operates the hotel casino and owns certain personal property including furniture and fixtures, leasehold improvements and gaming equipment within the casino. Virgin River Casino Corporation, a Nevada corporation, was formed in July 1988 in connection with the construction of the Virgin River. Virgin River Casino Corporation currently owns the land and buildings associated with the Virgin River as well as the

36

Mesquite Star. Virgin River Casino Corporation generates income from rents received from B & B B, Inc., which operates the Virgin River.

        The Mesquite Star is currently a non-operating casino, which we acquired out of bankruptcy for $6.3 million in November 2000. The Mesquite Star has 12,000 square feet of gaming space and 210 hotel rooms. We are presently using the property as a special events facility and for overflow hotel traffic from our other properties. We believe that the Mesquite Star gives us a competitive advantage in the Mesquite market because it allows us the flexibility of opening the casino to meet market demand and to maintain our market share in the future on a cost effective basis.

        In order to offer our customers attractive and modern facilities, we plan to continue to renovate our facilities, add amenities and remodel and expand some of our restaurants and spa facilities. In particular, we plan to (i) add a steakhouse, a Starbucks® and an additional movie theater, remodel the buffet restaurant and the coffee shop, and refurbish the hotel rooms at the Virgin River, (ii) add a Starbucks® and a convention facility and expand and remodel the spa facility, recondition the parking lot, and refurbish the hotel rooms at the Oasis, and (iii) add a sushi and oyster bar, expand and remodel the spa facility, remodel the fine dining restaurant, and refurbish the hotel rooms at the CasaBlanca. In addition, to offer a greater variety of slot machines and increase our slot revenue and profitability, we are in the process of converting our slot machines to coinless slot technology or to slot machines with advanced electronic games. As of September 30, 2004, more than half of our slot machines had been converted to coinless slot technology or to advanced electronic slot games. We anticipate that in fiscal year 2005, a substantial majority of our slot machines will utilize these new technologies. For fiscal years 2005 and 2006, we plan to spend an aggregate of approximately $16.3 million in capital expenditures for hotel room renovation and refurbishment throughout all of our properties, for new and expanded dining options throughout all of our properties, and for the conversion of the remainder of our slot machines to coinless slot technology or to slot machines with advanced electronic games. Furthermore, to accommodate long-term market growth and high hotel occupancy rates, we plan to spend approximately $17.5 million in capital expenditures, beginning in fiscal year 2005, to expand the CasaBlanca by adding a 180-room hotel tower and a 29,000 square foot event center.

Financial Highlights for the Nine Months Ended September 30, 2004 and 2003 and the Years Ended December 31, 2003, 2002 and 2001

	Year ended December 31,						% Change					% Change		Nine Months ended September 30,						% Change
									Year ended December 31, 2003
	2001			2002										2003			2004
Casino revenues	$	67,933		$	82,755		21.8	%	$	83,345		0.7	%	$	63,451		$	68,648		8.2	%
Casino expenses		37,483			39,591		5.6	%		41,289		4.3	%		30,755			31,913		3.8	%
Profit margin		44.8	%		52.2	%	—			50.5	%	—			51.5	%		53.5	%	—
Food and beverage revenues	$	29,375		$	36,891		25.6	%	$	38,781		5.1	%	$	29,345		$	31,589		7.6	%
Food and beverage expenses		20,703			25,000		20.8	%		24,908		(0.4	)%		18,707			19,502		4.2	%
Profit margin		29.5	%		32.2	%	—			35.8	%	—			36.3	%		38.3	%	—
Hotel revenues	$	18,057		$	24,035		33.1	%	$	25,436		5.8	%	$	19,495		$	20,364		4.5	%
Hotel expenses		7,509			9,107		21.3	%		9,590		5.3	%		7,355			7,767		5.6	%
Profit margin		58.4	%		62.1	%	—			62.3	%	—			62.3	%		61.9	%	—
Other revenues	$	17,778		$	20,255		13.9	%	$	21,993		8.6	%	$	17,204		$	17,874		3.9	%
Other expenses		11,505			13,980		21.5	%		14,828		6.1	%		11,419			12,082		5.8	%
Promotional allowances	$	14,796		$	20,616		39.3	%	$	23,994		16.4	%	$	17,979		$	18,236		1.4	%
Percent of gross revenues		11.1	%		12.6	%	—			14.2	%	—			13.9	%		13.2	%	—
General and administrative expenses	$	27,064		$	36,574		35.1	%	$	36,569		(0.0	)%	$	26,708		$	29,943		12.1	%
Percent of net revenues		22.9	%		25.5	%	—			25.1	%	—			23.9	%		24.9	%	—

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Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

        Combined Net Revenues.    Combined net revenues increased by 7.8% to $120.2 million for the nine months ended September 30, 2004 as compared to $111.5 million for the nine months ended September 30, 2003. The increase was primarily due to a $5.2 million increase in casino revenues and a $2.2 million increase in food and beverage revenues.

        Combined Operating Income.    Combined operating income increased by 29.5% to $12.7 million for the nine months ended September 30, 2004 as compared to $9.8 million for the nine months ended September 30, 2003. In addition, our operating income margin increased to 10.5% of net revenues for the nine months ended September 30, 2004 as compared to 8.8% of net revenues for the nine months ended September 30, 2003.

        Casino.    Casino revenues increased 8.2% to $68.6 million for the nine months ended September 30, 2004 as compared to $63.5 million for the nine months ended September 30, 2003. The increase in casino revenues was due to the increase in slot revenues after-fees, which increased $4.6 million between periods as coin-in increased 7.0% for the nine months ended September 30, 2004 compared to the same period in the prior year. Casino profit margin increased to 53.5% for the nine months ended September 30, 2004 as compared to 51.5% for the nine months ended September 30, 2003. The increase in casino profit margin is primarily due to payroll costs in the slot department remaining relatively constant as revenues increased. Overall casino expenses increased 3.8% for the nine months ended September 30, 2004 compared to the same period in the prior year.

        Food and Beverage.    Food and beverage revenues increased by 7.6% to $31.6 million for the nine months ended September 30, 2004 as compared to $29.3 million for the nine months ended September 30, 2003. Food and beverage expenses increased 4.2% to $19.5 million for the same period. The increase in food and beverage revenues was due to a 6.8% increase in the price per cover in the nine months ended September 30, 2004 period as compared to the nine months ended September 30, 2003. The increase in the price per cover also resulted in our food and beverage profit margin increasing to 38.3% of net revenues for the nine months ended September 30, 2004 as compared to 36.3% of net revenues for the nine months ended September 30, 2003.

        Hotel.    Hotel revenues increased by 4.5% to $20.4 million for the nine months ended September 30, 2004 as compared to $19.5 million for the nine months ended September 30, 2003. Hotel profit margin decreased to 61.9% for the nine months ended September 30, 2004 as compared to 62.3% for the nine months ended September 30, 2003. The increase in hotel revenues for the period was due to a 7.2% increase in the average daily rate partially offset by a 3.1% decline in the number of occupied rooms.

        Other Revenues.    Other revenues increased by 3.9% to $17.9 million for the nine months ended September 30, 2004 as compared to $17.2 million for the nine months ended September 30, 2003. Other revenue increases were primarily due to increases in spa, gun club, arcade and go-kart revenues.

        Promotional Allowances.    Promotional allowances increased by 1.4% to $18.2 million for the nine months ended September 30, 2004 as compared to $18.0 million for the nine months ended September 30, 2003. As a percent of gross revenues, promotional allowances decreased to 13.2% of gross revenues for the nine months ended September 30, 2004 compared to 13.9% of gross revenues for the nine months ended September 30, 2003.

        General and Administrative ("G&A").    G&A expenses increased by 12.1% to $29.9 million for the nine months ended September 30, 2004 as compared to $26.7 million for the nine months ended September 30, 2003. As a percent of net revenues, G&A expenses increased to 24.9% for the nine months ended September 30, 2004 as compared to 23.9% for the nine months ended September 30,

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2003. The increase in G&A was primarily due to the increase in medical, an isolated worker's compensation claim, general liability insurance and utilities.

        Depreciation and Amortization.    Depreciation and amortization decreased to $6.4 million for the nine months ended September 30, 2004 compared to $6.6 million for the nine months ended September 30, 2003. The decrease was due to an overall decrease in the depreciable asset base.

        Change in Fair Value of Swaps.    For the nine months ended September 30, 2004, we did not apply hedge accounting as it relates to our interest rate swaps. Accordingly, changes in the fair value of the interest rate swaps were recorded directly to the statement of income. For the nine months ended September 30, 2003, the change in fair value of the interest rate swap was recorded directly to accumulated comprehensive income. For the nine months ended September 30, 2004, the change in the value of the interest rate swap increased to $2.7 million as compared to $0.8 million for the nine months ended September 30, 2003. The increase in the change in the value of the swap is due to the decreasing notional amount of the swap and the rising interest rate environment.

        Interest Expense.    Interest expense was $5.4 million for the nine months ended September 30, 2004 compared to $5.9 million for the nine months ended September 30, 2003. The decrease in interest expense was due to our lower debt levels throughout the nine months ended September 30, 2004 period.

Year 2003 Compared to Year 2002

        Combined Net Revenues.    Combined net revenues increased by 1.6% to $145.6 million for the year ended December 31, 2003 as compared to $143.3 million for the year ended December 31, 2002. The increase was primarily due to $1.7 million and $0.6 million increases in other revenues and casino revenues, respectively.

        Combined Operating Income.    Combined operating income declined by 3.4% to $9.4 million for the year ended December 31, 2003 as compared to $9.7 million for the year ended December 31, 2002. Our operating income margin decreased to 6.5% of net revenue for the year ended December 31, 2003 as compared to 6.8% of net revenue for the year ended December 31, 2002.

        Casino.    Casino revenues increased by 0.7% to $83.3 million for the year ended December 31, 2003 as compared to $82.8 million for the year ended December 31, 2002. Casino profit margin decreased to 50.5% for the year ended December 31, 2003 as compared to 52.2% for the year ended December 31, 2002.

        Food and Beverage.    Food and beverage revenues increased by 5.1% to $38.8 million for the year ended December 31, 2003 as compared to $36.9 million for the year ended December 31, 2002. The increase in food and beverage revenues was due to a 1.7% increase in food covers while the average guest check remained relatively unchanged for the year ended December 31, 2003 as compared to the year ended December 31, 2002. In addition, approximately $0.7 million of the increase in food and beverage revenues was due to the opening of Starbucks® and George and Randy's Ice Cream parlor which opened in December 2002 at the CasaBlanca and approximately $0.8 million of the increase was due to an increase in beverage prices at the Oasis. Food and beverage expenses decreased 0.4% for the year ended December 31, 2003 compared to the year ended December 31, 2002. Food and beverage profit margin increased to 35.8% the year ended December 31, 2003 as compared to 32.2% for the year ended December 31, 2002. The increase in food and beverage margin was due to the increase in beverage prices at the Oasis, with no associated cost, and the opening of the Starbucks® at the CasaBlanca.

        Hotel.    Hotel revenues increased by 5.8% to $25.4 million for the year ended December 31, 2003 as compared to $24.0 million for the year ended December 31, 2002. Hotel profit margin increased to

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62.3% for the year ended December 31, 2003 as compared to 62.1% for the year ended December 31, 2002. The increase in hotel revenues was due to the increase in occupancy rates to 87.0% for the year ended December 31, 2003 as compared to 84.9% for the year ended December 31, 2002. The increase in occupancy rates was primarily due to a general increase in travel to and through Mesquite during year ended December 31, 2003.

        Other Revenues.    Other revenues increased by 8.6% to $22.0 million for the year ended December 31, 2003 as compared to $20.3 million for the year ended December 31, 2002. This was due primarily to a $0.9 million increase in spa revenues and $0.5 million increase in golf revenues for the year ended December 31, 2003 compared to the year ended December 31, 2002.

        Promotional Allowances.    Promotional allowances increased by 16.4% to $24.0 million for the year ended December 31, 2003 as compared to $20.6 million for the year ended December 31, 2002. As a percent of gross revenues, promotional allowances increased to 14.2% for the year ended December 31, 2003 as compared to 12.6% for the year ended December 31, 2002. The increase was due to (i) an increased use of player cards during the year ended December 31, 2003 as all of our properties utilized their respective player cards for the entire year, whereas it was phased in during the year ended December 31, 2002; (ii) an increase in our player club liability totaling $0.9 million for the year ended December 31, 2003 as compared to the year ended December 31, 2002; and (iii) an increase in beverage prices at the Oasis.

        General and Administrative.    G&A expenses were flat at $36.6 million for the year ended December 31, 2003 as compared to the year ended December 31, 2002. As a percent of net revenues, G&A expenses decreased to 25.1% for the year ended December 31, 2003 as compared to 25.5% for the year ended December 31, 2002.

        Depreciation and Amortization.    Depreciation and amortization remained relatively flat at $8.8 million for the year ended December 31, 2003 as compared to $8.7 million for the year ended December 31, 2002.

        Interest Expense.    Interest expense was $7.9 million for the year ended December 31, 2003 as compared to $8.5 million for the year ended December 31, 2002. The decrease in interest expense was due to the lower level of debt throughout the year ended December 31, 2003 as compared to the year ended December 31, 2002.

Year 2002 Compared to Year 2001

        Combined Net Revenues.    Combined net revenues increased by 21.1% to $143.3 million for the year ended December 31, 2002 as compared to $118.3 million for the year ended December 31, 2001. The increase was primarily due to the full year of operation of the Oasis by us, which was acquired on June 30, 2001.

        Combined Operating Income.    Combined operating income increased by 35.6% to $9.7 million for the year ended December 31, 2002 as compared to $7.2 million for the year ended December 31, 2001. The increase was primarily due to a full year of operation by us of the Oasis. Our operating income margin increased to 6.8% of net revenues for the year ended December 31, 2002 as compared to 6.1% of net revenues for the year ended December 31, 2001. The increase in operating margin was primarily due to a reduction in operating expenses from management initiatives at the Oasis after acquisition.

        Casino.    Casino revenues increased by 21.8% to $82.8 million for the year ended December 31, 2002 as compared to $67.9 million for the year ended December 31, 2001, due mainly to the full year of operation by us of the Oasis. Casino profit margin increased to 52.2% for the year ended December 31, 2002 as compared to 44.8% for the year ended December 31, 2001. The increase in casino profit margin was due to a reduction in casino expenses at the Oasis, due to management

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initiatives after the acquisition, and due to the reduction in casino expenses by 10.3% at the Virgin River and 12.9% at the CasaBlanca for the year ended December 31, 2002, despite relatively flat revenues for the same period.

        Food and Beverage.    Food and beverage revenues increased by 25.6% to $36.9 million for the year ended December 31, 2002 as compared to $29.4 million for the year ended December 31, 2001. The increase was primarily due to a full year of operation by us of the Oasis, which increased its food and beverage revenues by $7.8 million during the year ended December 31, 2002 as compared to the year ended December 31, 2001. Food and beverage profit margin increased to 32.2% for the year ended December 31, 2002 as compared to 29.5% for the year ended December 31, 2001, due to management initiatives that resulted in a food and beverage margin of 27.8% at the Oasis for the year ended December 31, 2002 as compared to a food and beverage margin of 8.1% for the year ended December 31, 2001.

        Hotel.    Hotel revenues increased by 33.1% to $24.0 million for the year ended December 31, 2002 as compared to $18.1 million for the year ended December 31, 2001, primarily due to the full year of operation by us of the Oasis. Hotel profit margin increased to 62.1% for the year ended December 31, 2002 as compared to 58.4% for the year ended December 31, 2001.

        Other Revenues.    Other revenues increased by 13.9% to $20.3 million for the year ended December 31, 2002 as compared to $17.8 million for the year ended December 31, 2001. This increase was due to a full year of operation by us of the Oasis offset partially by a $1.7 million decrease in timeshare revenue from the CasaBlanca.

        Promotional Allowances.    Promotional allowances increased by 39.3% to $20.6 million for the year ended December 31, 2002 as compared to $14.8 million for the year ended December 31, 2001. As a percent of gross revenues, promotional allowances increased to 12.6% for December 31, 2002 as compared to 11.1% for December 31, 2001. The increase was due to the full year of operation by us of the Oasis and the implementation of player cards, which began in December 2001 and was completed at all three properties by April 2002.

        General and Administrative.    G&A increased by 35.1% to $36.6 million for the year ended December 31, 2002 as compared to $27.1 million for the year ended December 31, 2001. As a percent of net revenues, G&A expenses increased to 25.5% for the year ended December 31, 2002 as compared to 22.9% for the year ended December 31, 2001. The increase was due to the full year of operation by us of the Oasis.

        Depreciation and Amortization.    Depreciation and amortization increased by 29.6% to $8.7 million for the year ended December 31, 2002 as compared to $6.7 million for the year ended December 31, 2001. The increase is due primarily to the full year of operation by us of the Oasis.

        Interest Expense.    Interest expense was $8.5 million for the year ended December 31, 2002 as compared to $5.6 million for the year ended December 31, 2001. The increase in interest expense was due to the $80.0 million credit facility that we entered into on June 29, 2001 that was used to acquire the Oasis and to refinance our existing debt.

        Loss on Early Retirement of Debt.    The FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections", in April 2002. SFAS No. 145 changed the criteria for reporting any gain or loss resulting from the extinguishment of debt as an extraordinary item. Such gains and losses must be analyzed to determine if they meet the criteria for extraordinary item classification based on the event being both unusual and infrequent. We adopted SFAS No. 145 in 2002, and have reclassified prior period losses on early retirement of debt as an item in other non-operating income (expense), rather than classified as an extraordinary item shown net of the applicable tax benefit.

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        During the year ended December 31, 2001, we recorded a loss on early retirement of debt of approximately $0.3 million which relates to the write-off of the unamortized loan costs on our previous revolving facility and term loan that were refinanced with the purchase of the Oasis on June 30, 2001.

Liquidity and Capital Resources

Cash Flows

        Our primary sources of liquidity and capital resources has been cash flow from operations and our credit facility. As of September 30, 2004, December 31, 2003, and December 31, 2002, cash and cash equivalents were $10.6 million, $10.1 million and $9.0 million, respectively.

Operating Activities

        Cash provided by operating activities for the nine months ended September 30, 2004 was $13.4 million compared to $10.0 million for the nine months ended September 30, 2003. The $3.4 million increase was primarily due to a $2.5 million increase in operating income (excluding depreciation and amortization expense and other non-cash charges) and a $0.5 million decrease in interest expense. The remaining difference is due to working capital changes.

        Cash provided by operating activities was $13.3 million for the year ended December 31, 2003 compared to $10.3 million for the year ended December 31, 2002. The $3.0 million increase was primarily due to a $3.1 million increase in current operating liabilities and a $0.6 million decrease in interest expense partially offset by a $0.7 million decrease in operating income (excluding depreciation expense and other non-cash charges).

        Cash provided by operating activities was $10.3 million for the year ended December 31, 2002 compared to $14.8 million for the year ended December 31, 2001. The $4.5 million decrease in operating cash flow for the year ended December 31, 2002 was primarily due to a $6.6 million decrease in current operating liabilities and a $2.9 million increase in interest expense partially offset by a $5.0 million increase in operating income (excluding depreciation expense and other non-cash charges).

Investing Activities

        Cash used in investing activities for the nine months ended September 30, 2004 was $2.9 million compared to $3.7 million for the nine months ended September 30, 2003. The majority of cash used in investing activities was related to capital expenditures for slot machines and related equipment.

        Cash used in investing activities was $5.3 million for the year ended December 31, 2003, compared to $5.0 million for the year ended December 31, 2002. The majority of cash used in investing activities was related to capital expenditures for slot machines, related equipment and renovation projects.

        Cash used in investing activities was $5.0 million for the year ended December 31, 2002, compared to $46.1 million for the year ended December 31, 2001. The majority of the cash used in investing activities for the year ended December 31, 2002 was related to capital expenditures for slot machines, related equipment and renovation projects. For the year ended December 31, 2001, cash used in investing activities consisted of (i) $33.3 million used for the acquisition of the Oasis, which was purchased on June 30, 2001; (ii) $11.4 million in capital expenditures, $5.3 million of which occurred at the Oasis after the acquisition, $1.6 million for the construction of a club house at the CasaBlanca Golf Club and the remainder consisting mainly of slot machines and related equipment; and (iii) $1.5 million for construction of a new timeshare building at the CasaBlanca.

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Financing Activities

        Cash used in financing activities for the nine months ended September 30, 2004 was $10.0 million compared to $7.6 million for the nine months ended September 30, 2003. For the nine months ended September 30, 2004, $11.4 million represented payments on long-term debt of which $10.0 million related to our credit facility and $0.9 million related to tax distributions. These financing outflows were offset by $2.0 million of subordinated borrowing from one of the stockholders. For the nine months ended September 30, 2003, $4.4 million represented payments on long-term debt of which $3.0 million was related to our credit facility and $3.4 million was related to tax and owner distributions.

        Cash used in financing activities was $6.9 million for the year ended December 31, 2003, compared to $3.4 million for the year ended December 31, 2002. The uses of cash for the year ended December 31, 2003, was $4.9 million in payments on long-term debt of which $3.0 million related to our credit facility and $3.9 million was related to tax and owner distributions which were partially offset by $1.3 million in stockholder contributions and $0.6 million in borrowings on our hypothecation loan. The uses of cash for the year ended December 31, 2002, were $5.4 million in payments on long-term debt of which $5.0 million was related to our credit facility and $2.3 million was related to tax and stockholder distributions which was partially offset by $4.5 million in borrowings of which $4.0 million were from the credit facility and $0.5 million in borrowings on our hypothecation loan.

        Cash used in financing activities was $3.4 million for the year ended December 31, 2002, compared to cash provided by financing activities of $33.5 million for the year ended December 31, 2001. The uses of cash for the year ended December 31, 2002, was $5.4 million in payments on long-term debt of which $5.0 million was related to our credit facility and $2.3 million was related to tax and owner distributions which was partially offset by $4.5 million in borrowings of which $4.0 million were from the credit facility and $0.5 million in borrowings on our hypothecation loan. Cash provided by financing activities for the year ended December 31, 2001 included (i) $80.0 million in borrowings on the new credit facility obtained on June 29, 2001 in connection with the purchase of the Oasis offset by (ii) $37.7 million in payments on long-term debt, part of which was refinanced in connection with the $80 million credit facility; (iii) $8.1 million in tax and stockholder distributions; and (iv) $1.2 million payment in financing costs associated with the $80 million credit facility.

Capital Expenditures

        For fiscal years 2005 and 2006, we plan to spend an aggregate of approximately $16.3 million in capital expenditures for hotel room renovation and refurbishment throughout all of our properties, for new and expanded dining options throughout all of our properties, and for the conversion of the remainder of our slot machines to coinless slot technology or to slot machines with advanced electronic games. In addition, we plan to spend approximately $17.5 million in capital expenditures for the development and construction of a new 180-room hotel tower and for the development and construction of a new 29,000 square foot event center at the CasaBlanca. Of the approximately $35.0 million in capital expenditures referred to above, we plan to spend approximately $25.0 million in fiscal year 2005 and approximately $10.0 million in fiscal year 2006.

        We believe that cash flows from operations, equipment financing and available borrowings under the senior credit facility will be adequate to satisfy our anticipated uses of capital during the remainder of 2004 and 2005.

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Contractual Obligations and Commitments

        The following table summarizes our contractual obligations and commitments as of December 31, 2003.

	Payments Due by Period
	Total		Less than 1 Year		1-3 Years		4-5 Years		After 5 Years
	(dollars in thousands)
Contractual obligations:
Long-term debt(1)(2)	$	77,693	$	11,028	$	66,665	$	—	$	—
Capital leases(2)		32,966		784		1,535		1,510		29,137
Operating leases		23,931		617		878		628		21,808
Total contractual obligations	$	134,590	$	12,429	$	69,078	$	2,138	$	50,945

(1)

During 2001, as part of entering into a prior revolving credit facility, we entered into two interest-rate swaps, each with notional amounts equal to $28.0 million, to reduce our exposure to changes in interest rates. The swaps effectively converted $56.0 million of our floating rate debt to a fixed rate. The swaps became effective on June 29, 2001 and remained in effect upon the closing of the new senior secured credit facility. We paid a fixed rate of 5.88% on the swaps, which were priced to assume no value at inception.

(2)

This table does not give effect to the consummation of any of the Transactions—including, without limitation, the issuance and sale of the notes, the repayment of all outstanding borrowings under our prior revolving credit facility or the entry into our current senior secured credit facility—or the termination of the lease agreement with MDW Mesquite, LLC. For information regarding our long-term debt and capital leases, adjusted to give effect to such transactions, see the information set forth under "Capitalization" in this prospectus.

        The Companies have no intention at the present time of entering into any new swaps to hedge the new debt incurred as a result of the Transactions. The existing interest rate swaps will continue to be ineffective for the foreseeable future; however, the Companies believe the ineffectiveness of the existing swaps will have no adverse effect on the Companies' ongoing compliance with the new debt.

Critical Accounting Policies

Significant Accounting Policies and Estimates

        We prepare our combined financial statements in conformity with accounting principles generally accepted in the United States. Certain of our accounting policies, including the determination of bad debt reserves, the estimated useful lives assigned to our assets, asset impairment, and insurance reserves require that we apply significant judgment in defining the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. Our judgments are based on our historical experience, terms of existing contracts, observance of trends in the gaming industry and information available from other outside sources. There can be no assurance that actual results will not differ from our estimates. To provide an understanding of the methodology we apply, our significant accounting policies and basis of presentation are discussed below, as well as where appropriate in this discussion and analysis and in the notes to our combined financial statements.

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Casino Revenue and Promotional Allowances

        We recognize as casino revenue the net win from gaming activities, which is the difference between gaming wins and losses. The retail value of rooms, food and beverage furnished to customers without charge is included in gross revenues and then deducted as promotional allowances.

Players Club Liability

        During 2002, we adopted the consensus provisions of EITF 00-22—"Accounting for "Points' and Certain Other Time-Based or Volume-Based Sales Incentive Offers, and Offers for Free Products or Services to Be Delivered in the Future." EITF 00-22 requires that the redemption of points, such as points earned in slot players clubs, be recorded as a reduction of revenue. Although the consensus reached in EITF 00-22 applies to a redemption of points for cash as opposed to a redemption of points for free products and services, management believes the premise of EITF 00-22 applies to the companies' slot club program, which provides for the redemption of points for only free products and services (and not for cash).

Self-Insurance Reserves

        We are self insured up to certain stop loss amounts for workers' compensation, major medical and general liability costs. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of estimates for claims incurred but not reported. In estimating these accruals, we consider historical loss experience and make judgments about the expected levels of costs per claim. We believe our estimates of future liability are reasonable based upon our methodology; however, changes in health care costs, accident frequency and severity and other factors could materially affect the estimate for these liabilities.

Vacation Interval Sales

        We recognize revenue on the sale of vacation intervals when a minimum of 10% of the sales price has been received in cash, collectibility of the receivable representing the remainder of the sales price is reasonably assured, and we have completed substantially all of the obligations with respect to any development related to the real estate sold. Sales incentives provided to buyers are treated as services provided by the seller and are treated as an increase to the sales price for computing the revenue recognition threshold.

Property Held for Vacation Interval Sales

        Property held for vacation interval sales includes the acquisition costs of the vacation intervals and renovations or the cost of land, development and construction of the vacation interval project. As intervals are sold, the cost of the interval and the estimated cost of renovations or the estimated total costs at completion for the project are charged ratably to cost of vacation interval sales. Interest on renovations or development and construction of vacation intervals is capitalized or charged to expense depending on the duration of the renovations.

Notes Receivable

        Our notes receivables are considered homogenous and are evaluated for impairment collectively, except for individual receivables placed on nonaccrual status, in which case, receivables are reviewed individually for impairment. Impairment is measured based on the fair value of the collateral. If the measurement of fair value is less than our recorded investment in the note receivable, the impairment is recognized by creating a specific allowance. Significant changes in the original assumptions of the measure of impairment are an adjustment to the specific allowance. We periodically review the relevant factors and the formula by which additions are made to the allowance for uncollectible notes

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receivable. The general allowance is provided based on a number of factors, including current economic trends, estimated collateral values, management's assessment of credit risk inherent in the portfolio and historical loss experience.

Property and Equipment

        Property and equipment is stated at cost, including interest capitalized on internally constructed assets calculated at the overall weighted average borrowing rate of interest.

        We evaluate the carrying value for real estate inventories, including property held for vacation interval sales, in accordance with Financial Accounting Standards Board ("FASB") Statement No. 144, Accounting for the Impairment or Disposal of Long-lived Assets ("SFAS 144"). SFAS 144 requires that when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, companies should evaluate the need for an impairment write-down. Impairment write-downs are recorded to real estate inventories when indicators of impairment are present and the undiscounted cash flows estimated to be generated from those assets are less than the carrying amount of the assets. When an impairment write-down is required, the related assets are adjusted to their estimated fair value less costs to sell.

Intangibles Assets

        In June 2001, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets." We adopted SFAS No. 141 for all business combinations completed after June 30, 2001, which requires that such business combinations be accounted for under the purchase method. We also adopted SFAS No. 142 in 2002 for all intangible assets recognized in our balance sheet as of December 31, 2002.

        We review intangible assets that are subject to amortization for impairment in accordance with SFAS 144, "Accounting for the Impairment and Disposal of Long-Lived Assets." In accordance with SFAS 144, an impairment loss will be recognized if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its fair value.

        After an impairment loss is recognized, the adjusted carrying amount of the intangible asset becomes the new accounting basis.

Income Taxes

        B & B B, Inc. and Virgin River Casino Corporation have elected S Corporation status under the Internal Revenue Code. RBG, LLC is a limited-liability company. As such, federal income taxes are an obligation of the individual owners and no provision for income taxes is reflected in the accompanying combined financial statements.

Interest Rate Swaps

        From time to time we use interest rate swaps and similar financial instruments to assist in managing interest incurred on our long-term debt. The difference between amounts received and amounts paid under such agreements, as well as any costs or fees, is recorded as a reduction of, or addition to, interest expense as incurred over the life of the swap or similar financial instrument.

        We account for interest rate swap agreements in accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," and its corresponding amendments under SFAS 138. SFAS 133 requires that we measure every derivative instrument (including certain derivative instruments embedded in other contracts) at fair value and record them in the balance sheet as either an asset or liability. Changes in fair value of derivatives are recorded currently in earnings unless special hedge accounting criteria are met. We have designated the interest rate swaps as cash flow

46

hedges, and accordingly, the effective portions of changes in the fair value of the interest rate swaps are reported in other comprehensive income. Any ineffective portions of hedges are recognized in earnings in the current period.

Recently Issued Accounting Standards

        In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities." The objective of FIN 46 is to improve financial reporting by companies involved with variable interest entities. FIN 46 changes certain consolidation requirements by requiring a variable interest entity to be consolidated by a company that is subject to a majority of the risk of loss from the variable interest entity's activities or entitled to receive a majority of the entity's residual returns or both. In October and December 2003, the FASB agreed to defer the effective date of FIN 46 for variable interests held by public companies in all entities that were acquired prior to February 1, 2003 to the quarter ending March 31, 2004. For entities acquired after February 1, 2003, we were required to adopt FIN 46 for the quarter ended September 30, 2003. We have determined that FIN 46 did not have a significant impact on our results of operations or financial position.

        In April 2003, the FASB issued SFAS No. 149, "Amendment to Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. SFAS No. 149 is applied prospectively and is effective for contracts entered into or modified after June 30, 2003, except for SFAS No. 133 implementation issues that have been effective for fiscal quarters that began prior to June 15, 2003 and certain provisions relating to forward purchases and sales on securities that do not yet exist. We have determined that SFAS No. 149 did not have a significant impact on our results of operations or financial position.

        In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments With Characteristics of Both Liabilities and Equity." SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. On October 29, 2003, the FASB voted to defer for an indefinite period the application of the guidance in SFAS No. 150 to non-controlling interests that are classified as equity in the financial statements of the subsidiary but would be classified as a liability in the parent's financial statements under SFAS No. 150. The FASB decided to defer the application of FASB No. 150 to these non-controlling interests until it could consider some of the resulting implementation issues associated with the measurement and recognition guidance for these non-controlling interests. We currently have no instruments impacted by the adoption of this statement and therefore the adoption did not have a significant impact on our results of operations or financial position.

Quantitative and Qualitative Disclosures About Market Risk

        Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our long-term debt. Historically, we have attempted to limit our exposure to interest rate risk by managing the mix of our long-term fixed-rate borrowings and short-term borrowings under our credit agreements. Borrowings under our senior credit facility bear interest at a margin above the Base Rate or the LIBOR Rate (each, as defined in our senior credit facility) as selected by us. However, the amount of outstanding borrowings is not expected to fluctuate and may be reduced from time to time. Our senior credit facility matures in 2008.

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        The following table provides information about our long-term debt at December 31, 2003:

	Maturity Date	Face Amount		Carrying Value		Estimated Fair Value
	(dollars in thousands)
Revolving credit facility at an interest rate of approximately 4.94%(1)	June 2006	$	80,000	$	74,000	$	74,000
Capital lease, interest at 9.25%(1)	August 2047		7,448		7,429		7,429
Notes payable, interest at 6.97%	June 2006		2,292		1,663		1,663
Hypothecation Note, interest at 7.0%	April 2004		10,000		1,089		1,089
Notes payable, interest at 7.0%	December 2008		574		508		508
Notes payable, interest at 6.21%	2004-2007		988		433		433
Market value of interest rate swaps			5,318		5,318		5,318
Total		$	106,620	$	90,440	$	90,440

(1)

This table does not give effect to the consummation of any of the Transactions—including, without limitation, the issuance and sale of the old notes, the repayment of all outstanding borrowings under our prior revolving credit facility or the entry into our senior secured credit facility—or the termination of the lease agreement with MDW Mesquite, LLC. For information regarding our long-term debt and capital leases, adjusted to give effect to such transactions, see the information set forth under "Capitalization" in this prospectus.

        We are also exposed to market risk in the form of fluctuations in interest rates and their potential impact upon our debt. This market risk is managed by utilizing derivative financial instruments in accordance with established policies and procedures. We evaluate our exposure to market risk by monitoring interest rates in the marketplace, and do not utilize derivative financial instruments for trading purposes. Our derivative financial instruments consist exclusively of interest rate swap agreements. Interest differentials resulting from these agreements are recorded on an accrual basis as an adjustment to interest expense. Interest rate swaps related to debt are matched with specific fixed-rate debt obligations.

        The following table provides information about our financial instruments that are sensitive to changes in interest rates:

	As of December 31
	2004			2005			2006			2007			2008			Thereafter			Total
	(dollars in thousands)
Long-term debt (including current portion)(1):
Fixed-rate	$	939		$	983		$	682		$	—		$	—		$	—		$	2,604
Average interest rate		6.77	%		6.78	%		6.98	%		—			6.83	%
Variable-rate	$	10,089		$	750		$	64,250		$	—		$	—		$	—		$	75,089
Average interest rate		4.97	%		—			—			—			—			—			4.97	%
Capital leases (including current portion):(1)	$	784		$	780		$	755		$	755		$	755		$	3,600		$	7,429
Average interest rate		9.08	%		9.10	%		9.25	%		9.25	%		9.25	%		9.25	%		9.24	%
Interest rate swaps:
Notional amount	$	—		$	—		$	56,000		$	—		$	—		$	—		$	56,000
Average payable rate		—			—			5.88	%		—			—			—			5.88	%

(1)

This table does not give effect to the consummation of any of the Transactions—including, without limitation, the issuance and sale of the old notes, the repayment of all outstanding borrowings under our prior revolving credit facility or the entry into our senior secured credit facility—or the termination of the lease agreement with MDW Mesquite, LLC. For information regarding our long-term debt and capital leases, adjusted to give effect to such transactions, see the information set forth under "Capitalization" in this prospectus.

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BUSINESS

The Company

        CasaBlanca Resorts owns and operates the CasaBlanca, the Oasis and the Virgin River in Mesquite, Nevada, which is located approximately 80 miles north of Las Vegas. In addition, we own the Mesquite Star, which is currently used as a special events facility and for overflow hotel traffic from our other properties. We own three of the four casinos operating in Mesquite and our properties have a dominant market share, having collectively captured approximately 75% of Mesquite's gaming revenue since fiscal year 2002, the first full year of operations of the Oasis by us. Our operating properties are well established, each having been in operation for at least nine years, and serve as significant drive-in gaming and resort destinations. Our properties collectively feature 2,421 slot machines, 76 table games, 2,149 deluxe hotel rooms and 85 timeshare units, and offer extensive amenities, including championship golf courses, full service spas, a bowling center, movie theaters, restaurants, and banquet and conference facilities. With each of our properties, we leverage our extensive value-oriented amenities and emphasis on slot play to target middle market gaming customers, who overwhelmingly favor slot play. For the twelve months ended September 30, 2004, we generated net revenues of $154.3 million and Adjusted EBITDA of $20.4 million. We expect to continue to benefit from the rapidly growing Mesquite market and further capitalize on growth opportunities by renovating and expanding our properties.

Casino Properties

        CasaBlanca Hotel & Casino.    The CasaBlanca is a full service entertainment and resort destination located off of exit 120 on Interstate 15. The CasaBlanca targets middle market guests looking for a high-quality gaming experience in a full service resort environment and a value alternative to Las Vegas. The CasaBlanca offers 477 deluxe tower rooms (includes 18 suites with Jacuzzi tubs) and 22 timeshare units. The approximately 27,000 square foot casino offers 779 video poker and slot machines, 27 table games, a full service race and sports book, live keno, lounge entertainment and dancing. The CasaBlanca offers various resort and entertainment amenities, including championship golf, a full service spa, tennis courts, a lagoon swimming pool with a waterfall and slide, a hot tub, a sand volleyball court and an arcade. In addition, the CasaBlanca offers a 320-seat buffet restaurant, a 180-seat 24-hour café, a 136-seat fine dining restaurant, an ice cream parlor, a Starbucks®, a gift shop and 10,000 square foot banquet and conference facilities. The CasaBlanca is situated on an approximately 43-acre site, containing a parking lot with a capacity for approximately 1,940 cars as well as a 45-unit full service R.V. park. Approximately one mile from the casino hotel, situated on a 221-acre site, is the CasaBlanca Golf Club featuring an 18-hole, 7,011 yard championship course designed by Cal Olson. We lease the land on which the golf club is located pursuant to a 99-year lease that expires in June 2094. We also own approximately 34 acres of unimproved land near the golf club. For the twelve months ended September 30, 2004, the average daily room rate was approximately $45 and the occupancy rate was 93%.

        Oasis Hotel & Casino.    The Oasis is a full service entertainment and resort destination located off of exit 120 on Interstate 15 across Mesquite Boulevard from the CasaBlanca. The Oasis also targets middle market guest looking for value alternatives to Las Vegas and a high quality gaming experience in a full service resort environment. The Oasis offers 950 deluxe rooms (includes 49 suites) and 63 timeshare units. The approximately 34,700 square foot casino offers 825 video poker and slot machines, 31 table games, a full service sports book, live keno and a live poker room. The Oasis offers various resort and entertainment amenities, including golf, a full service spa, swimming pools and hot tubs, tennis courts, arcade, go-kart track, miniature golf range, lounge entertainment and a nightclub. In addition, the Oasis offers a 260-seat buffet restaurant, a 210-seat 24-hour café, a 125-seat fine dining restaurant, an ice cream parlor, a gift shop and 5,000 square foot banquet and conference facilities. The Oasis is situated on an approximately 26-acre site, containing a parking lot with a capacity for

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approximately 1,800 cars as well as an 87 unit full-service R.V. park. Approximately four miles from the casino hotel is the Palms Golf Course featuring an 18-hole and approximately 7,000 yard championship course. The Palms Golf Course straddles the Nevada/Arizona border and is located on a 256-acre site, of which 180 acres is leased from the State of Arizona pursuant to a 10-year lease that expires in May 2008. For the twelve months ended September 30, 2004, the average daily room rate was approximately $35 and the occupancy rate was 81%.

        Virgin River Hotel & Casino.    The Virgin River is located off of exit 122 on Interstate 15 across the highway from the Mesquite Star. The Virgin River mostly attracts local customers and drive-in middle market customers. The Virgin River offers 722 deluxe rooms (includes two suites) and a 36,000 square foot casino with 817 video poker and slot machines, 18 table games, a full service race and sports book, a 350-seat bingo parlor, live keno and a poker room. The Virgin River offers various resorts and entertainment amenities, including swimming pools and hot tubs, a 24-lane state-of-the art bowling center, four first-run movie theaters, an arcade and lounge entertainment and dancing. In addition, the Virgin River offers a 182-seat 24-hour café, a 178-seat buffet restaurant and a gift shop. The Virgin River is situated on an approximately 32-acre site, containing a parking lot with a capacity for approximately 1,650 cars as well as a 47 unit full-service R.V. park. We also own approximately 31 acres of unimproved land adjacent to the Virgin River. For the twelve months ended September 30, 2004, the average daily room rate was approximately $35 and the occupancy rate was 90%.

        Mesquite Star Hotel & Casino.    The Mesquite Star is situated on an approximately 14-acre site located off of the Interstate 15 and East Mesquite Boulevard interchange. We acquired the Mesquite Star out of bankruptcy in November 2000. The Mesquite Star has 12,000 square feet of gaming space and 210 hotel rooms. We currently use the Mesquite Star as a special event facility and for overflow hotel traffic from our other properties. At acquisition, the Mesquite Star had a gourmet restaurant, a cocktail lounge with a performance stage, one coffee shop, an arcade and a gift shop.

Competitive Strengths

        Limited Competition.    We face limited competition in the growing Mesquite gaming market, as we own three of the four casinos operating in Mesquite. As a result, our properties have a dominant market share in the Mesquite gaming market and have collectively captured approximately 75% of the market since fiscal year 2002, the first full year of operations of the Oasis by us. Our principal competition in the Mesquite gaming market is the Eureka, the only other licensed resort gaming facility in Mesquite. The Eureka has been in operation since February 1997, and we believe that the Eureka features approximately 720 slot machines, 11 table games and 210 hotel rooms. We also own the Mesquite Star. We are presently using the Mesquite Star as a special events facility and for overflow hotel traffic from our other properties. We believe that the Mesquite Star gives us a competitive advantage in the Mesquite market because it allows us the flexibility of opening the casino to meet market demand and to maintain our market share in the future on a cost effective basis.

        Well-Situated Market.    We believe that we are ideally situated to serve our target market, which consists primarily of drive-in customers. Mesquite is located centrally in the Virgin River Valley at the tri-state intersection of Nevada, Arizona and Utah. Our properties are conveniently located off of exits 120 and 122 on Interstate 15, a highway that extends from San Diego, California to the Canadian border at Sweetgrass, Montana and runs directly through Mesquite as well as major cities such as Las Vegas and Salt Lake City, Utah. Mesquite is located approximately 80 miles north of Las Vegas and 345 miles south of Salt Lake City. Given the central location of Mesquite and the prominent location of our gaming facilities on Interstate 15, we are able to attract significant drive-in customers. According to the Nevada State Gaming Control Board, approximately 22,406 vehicles passed our properties daily on Interstate 15 for the twelve months ended September 30, 2004. Mesquite's central location has made the city a gateway city and a convenient place to stay and plan a trip to nine national parks, twelve

50

national monuments, six national forests, three national recreation areas and many state parks within a day's drive. As a result of our well-situated market, we attract significant drive-in customers from Utah, Southern California, Arizona and Colorado in addition to our established customer base in the major population centers of Las Vegas, Salt Lake City and St. George, Utah. According to the Las Vegas Visitor and Convention Authority, there were approximately 1.7 million visitors to Mesquite in 2003, a 7.4% increase over 2002. Approximately 82%, or 1.4 million, of the visitors were repeat visitors and 86% of the visitors gambled while in Mesquite in 2003. Moreover, Mesquite was voted the #1 Nevada Getaway by Las Vegas Review-Journal readers for four consecutive years ending in 2003.

        Growing Mesquite Market.    According to the Nevada State Gaming Control Board, the Mesquite market generated $118.4 million of gaming revenue for the twelve months ended September 30, 2004, representing a 6.9% increase over the same period in 2003. Furthermore, Mesquite's gaming revenue has grown from $92.9 million in 1999 to $118.4 million in the twelve months ended September 30, 2004, a compounded annual growth rate of 5.2%. Mesquite is located in Clark County, Nevada. According to the Nevada State Demographer's Office, Clark County's population has increased from approximately 770,280 in 1990 to 1,620,748 in 2003, a compounded annual growth rate of 5.9%. We also benefit from numerous convention and golfing events held in Mesquite, including annual events such as the nationally televised RE/MAX World Long Drive Championship, the Mesquite Amateur, the Nevada Open, the Nevada Women's Open, the Nevada Senior Open as well as the nationally televised inaugural hosting of the 2004 Duff Challenge national finals. We plan to capitalize on the projected growth of the Mesquite market and the increasing popularity of Mesquite as a destination resort by renovating and expanding our hotel facilities and by opening the Mesquite Star. In addition, we own approximately 90 total acres of undeveloped land adjacent to or near each of our properties. We believe that this excess land gives us a competitive advantage with respect to any future development of casino properties or further expansion of our existing properties.

        Strong Ownership and Experienced Management Team.    Except for a ¹/92% minority interest in RBG, LLC, we are indirectly wholly owned and controlled by Robert R. Black, Sr., our Chairman of the Board, Chief Executive Officer and President. Mr. Black has an established track record of developing, operating, and acquiring casino properties. Mr. Black spearheaded the development of the Virgin River and was the driving force behind the acquisition of the CasaBlanca, the Oasis and the Mesquite Star. In addition, we have a proven operating management team with substantial experience in the gaming industry and with our properties. Our general managers have 34 collective years of experience in the gaming industry.

Operating Strategy

        Expand and Renovate Existing Properties.    In order to offer our customers attractive and modern facilities, we plan to continue to renovate our facilities, add amenities and remodel and expand some of our restaurants and spa facilities. In particular, we plan to (i) add a steakhouse, a Starbucks® and an additional 250-seat movie theater, remodel the buffet restaurant and the coffee shop and refurbish the hotel rooms at the Virgin River, (ii) add a Starbucks® and a convention facility and expand and remodel the spa facility, recondition the parking lot and refurbish the hotel rooms at the Oasis, and (iii) add a sushi and oyster bar, expand and remodel the spa facility, remodel the fine dining restaurant and refurbish the hotel rooms at the CasaBlanca. We believe these initiatives will enhance our environment to promote customer loyalty and satisfaction, repeat business, enhanced playing time and increased brand recognition. Furthermore, to accommodate long-term market growth and high hotel occupancy rates, we plan to expand the CasaBlanca. According to the Nevada State Gaming Control Board, Mesquite's average hotel occupancy rate was 84.4% for the twelve months ended September 30, 2004. For the same period our properties collectively had an average hotel occupancy rate of 86.5% and the CasaBlanca had an occupancy rate of 93.0%. As a result, we plan to add a new 180-room hotel tower and a 29,000 square foot event center at the CasaBlanca.

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        Emphasize Slot Play.    We emphasize slot machine wagering, which we believe is the fastest growing, most stable and most profitable segment of the casino entertainment business. According to the Nevada State Gaming Control Board, for the twelve months ended September 30, 2004, 85% of the gaming revenues in the Mesquite market were generated through slot play, compared to an average of 56% for the Las Vegas market during the same period. We continuously enhance and modify our mix of slot machines to meet the demand of our customers. We offer a broad variety of slot machines, including video poker, wide area progressives and popular licensed games such as Wheel of Fortune®, Monopoly® and Megabucks®. To cater to our local customer base and appeal to our middle market guests, we offer over 950 video poker machines and over half of our slot machines are of penny, nickel or quarter denominations. In addition, to offer greater variety of slot machines, higher frequency payouts and longer periods of play for the casino play entertainment dollar relative to traditional reel devices, we are in the process of converting our slot machines to coinless slot technology or to slot machines with advanced electronic games. The conversion of our slot machines to new technologies will also allow us to increase our slot revenue by increasing our win per machine and increase our profitability by reducing our casino labor costs. As of September 30, 2004, more than half of our slot machines have been converted to coinless slot technology or to advanced electronic slot games. We anticipate that in fiscal year 2005, a substantial majority of our slot machines will utilize these new technologies.

        Continue to Offer High Quality Value-Oriented Product.    Our casinos provide a high-quality gaming and resort entertainment experience at an affordable price targeted at middle market guests. We offer various amenities at an affordable price to complement our gaming options. Through our three distinct properties with extensive amenities, we are able to appeal to and attract different customer segments of the middle market and effectively market promotional packages that include hotel rooms and golf and spa getaways at value prices. Examples of our promotional offerings include the CasaBlanca Golf and Spa Getaway, the Oasis Golf and Spa Getaway and the Golf Mesquite experience. The CasaBlanca Golf and Spa Getaway and the Oasis Golf and Spa Getaway each include a two-night stay and a choice of two rounds of golf or two spa treatments starting at $149 and $129, respectively. The Golf Mesquite package includes a three-night stay at one of the four Mesquite hotels and three rounds of golf at any of the seven Mesquite area golf courses. We believe that our close proximity to Las Vegas and our value oriented products provide our customers a value alternative to the options found in Las Vegas. According to the Nevada State Gaming Control Board, the average daily hotel room rates for the twelve months ended September 30, 2004 in Mesquite and Las Vegas were $39.19 and $87.66, respectively.

        Attract New and Repeat Customers.    We advertise extensively through several media outlets, including highway billboards, bus billboards, radio and television to attract new and repeat customers and to create a high level of brand recognition. There are approximately 130 billboards along Interstate 15 between San Bernardino, California and Edmonton, Canada that advertise our properties. Radio and television are utilized for advertising in our primary markets and to promote special events. Each year we also hold party events in major population centers, such as Salt Lake City, Utah; Grand Junction and Denver, Colorado; Boise, Idaho; and Anchorage and Fairbanks, Alaska, to attract customers and to promote our properties. In addition, we will continue to offer a variety of value-oriented gateway packages in order to attract customers from outside markets as well as from the closer, drive-in markets who are looking for a quality gaming and resort entertainment experience at value prices. To attract repeat customers and increase revenue from our existing customer base, we will continue to leverage our player-tracking database and our golf player database and make direct marketing a key component for reaching our customer base. Our database systems allow us to target our marketing programs to our most valued customers and allow us to better tailor our pricing, promotions, gaming machine selection and other guest services to customer preferences. We currently have an aggregate of over 387,000 active players in our combined gaming player databases and an aggregate of 190,000 players in our golf database.

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Competition

        General.    We face competition in the market in which our gaming facilities are located as well as in or near any geographic area from which we attract or expect to attract a significant number of our customers. As a result, our casino properties face direct competition from all other casinos and hotels in the Las Vegas, Nevada region and the Wendover, Nevada region as well as the California gaming market.

        Mesquite, Nevada.    There are four hotel casinos in Mesquite, Nevada, three of which are owned by us. The only other licensed resort gaming facility in Mesquite is the Eureka. Although we captured approximately 75% of the gaming market in Mesquite, we believe that the hotel casinos are sufficiently distinct and diversified such that each property caters to a different type of clientele. For instance, the CasaBlanca, which contains a spacious casino floor and a tower hotel, appeals to the customer who seeks to enjoy a mega resort type experience that is away from the hustle and bustle of Las Vegas. On the other hand, the Virgin River caters to the local Mesquite customer who is more likely to be attracted by the intimate gaming atmosphere and amenities such as a bowling alley and movie theaters. However, there is no limit on the number of gaming licenses that may be granted in Mesquite or in some of the other gaming markets in which we compete. In particular, other than zoning limitations and licensing requirements of the City of Mesquite, there are no restrictions on additional casinos being constructed and opened in Mesquite, including by competitors that may have greater financial and other resources than we do.

        Las Vegas, Nevada.    Many of our competitors in the Las Vegas market have significantly greater name recognition and financial, marketing and other resources than we do. However, our focus on providing value-oriented amenities with a quality casino experience attracts many of the Las Vegas locals who want to enjoy a weekend getaway.

        West Wendover, Nevada.    West Wendover, Nevada is located on the eastern border of Nevada in Elko County. The city is contiguous with Wendover, Utah and is approximately 120 miles west of Salt Lake City, Utah, less than half the distance between Mesquite and Salt Lake City, Utah. According to the Nevada State Gaming Control Board, the West Wendover casinos collectively contain over 3,900 slot machines and more than 160 games and tables as of September 30, 2004. We compete with these casinos for gaming customers located in Salt Lake City, Utah and the outlying areas. Nonetheless, we believe our more favorable climate and more attractive amenities give us a competitive advantage. In West Wendover, during October through January, the average number of days with precipitation ranges from five to nine days with temperatures ranging from 27 to 51 degrees Fahrenheit. Mesquite, on the other hand, has on average two to three days of precipitation with temperatures ranging from 44 to approximately 65 degrees Fahrenheit during the same months.

        California Gaming Market.    Voters in California approved an amendment to the California constitution on March 7, 2000 that gave Native American tribes in California the right to offer a limited number of slot machines and a range of house-banked card games. A number of Native American tribes have already signed and others have begun signing gaming compacts with the State of California. More than 60 compacts had been approved by the federal government as of December 31, 2003, and casino-style gaming is legal in California on those tribal lands. According to the California Gaming Control Commission, there were more than 50 operating tribe casinos in California as of May 17, 2004. In addition, several Native American tribes in California have reached agreements with the state of California that allow for increased number of gaming machines within such tribes in exchange for a revenue-based payment to the state. The competitive impact on our gaming establishments from the continued growth of gaming in California cannot be definitively determined but, depending on the nature, extent and location of the growth, the impact could be material.

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        Many of our competitors have significantly greater name recognition and financial, marketing and other resources than we do. We also compete, to some extent, with other forms of gaming on both a local and national level, including state-sponsored lotteries, Internet gaming, on- and off-track wagering and card parlors. The recent and continued expansion of legalized casino gaming to new jurisdictions throughout the United States has increased competition faced by us and will continue to do so in the future. Additionally, if gaming were legalized or expanded in jurisdictions near our properties or any geographic area from which we expect to attract a significant number of our customers, we could face additional competition which could have a significant adverse impact on our business, financial condition and results of operations. There can be no assurance that we will be able to continue to compete successfully in our existing markets or that we will be able to compete successfully against any such future competition.

Employees

        As of September 30, 2004, we employed approximately 2,800 employees. None of our employees is covered by a collective bargaining agreement. We believe that our relationship with our employees is good.

Legal Proceedings

        From time to time, we are a party to various claims arising in the normal course of business. However, other than the proceeding described below, management believes that there are no proceedings pending or threatened against us which, if determined adversely, would have a material adverse effect on our financial condition, results of operations or liquidity.

        A.F. Construction Litigation v. Virgin River Casino Corporation et al.    On or about May 19, 2000, Virgin River Casino Corporation filed an action against A.F. Construction Company to quiet title of the Mesquite Star and to protect its interest with respect to a deed of trust. On or about July 19, 2000, A.F. Construction Company filed an answer and asserted a counterclaim for quantum meruit against Virgin River Casino Corporation. This action is a result of a series of transactions involving the Mesquite Star and its original owner, Nevstar Gaming and Entertainment Corporation. In 1994, A.F. Construction entered into a contract with Nevstar Gaming and Entertainment Corporation to construct the Mesquite Star. On or about August 27, 1998, A.F. Construction Company recorded a mechanic's lien against the Mesquite Star in the amount of $854,000, which was amended on or about September 4, 1998. On or about January 27, 1998, Nevstar Gaming and Entertainment Corporation obtained a $5,000,000 loan from First Credit Bank, executing a deed of trust in favor of First Credit Bank as beneficiary against the Mesquite Star. In December 1999, Nevstar Gaming and Entertainment Corporation filed for bankruptcy protection. On or about April 17, 2000, Virgin River Casino Corporation purchased the deed of trust from First Credit Bank and was assigned the beneficial interest thereunder. In the meantime, on February 12, 1999, A.F. Construction Company filed a complaint, naming only Nevstar Gaming and Entertainment Corporation as the defendant, in the Clark County District Court to enforce its mechanic's lien against the Mesquite Star. Because Nevstar Gaming and Entertainment Corporation failed to answer the complaint, the Clark County District Court entered a default foreclosure judgment against Nevstar Gaming and Entertainment Corporation on March 20, 2000. As a result, on or about May 16, 2000 Virgin River Casino Corporation received a notice of sale from A.F. Construction Company indicating the company's intention to conduct a sheriff's sale of the Mesquite Star in order to foreclose on its lien. On or about February 14, 2001, the Clark County District Court granted Virgin River Casino Corporation partial summary judgment in the quiet title action and declared that Virgin River Casino Corporation owned the Mesquite Star free and clear of any encumbrances. The only claim that remained to be adjudicated was A.F. Construction Company's counterclaim. On November 6, 2002, the Nevada Supreme Court reversed the Clark County

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District Court's order and remanded the case for further proceedings. As of September 30, 2004, this matter had not been resolved but a settlement conference has been scheduled for January 16, 2005.

Environmental Matters

        We are subject to various federal, state and local environmental laws, ordinances and regulations, including those governing discharges to air and water, the generation, handling, management and disposal of petroleum products and hazardous substances, and the health and safety of our employees. Permits may be required for our operations and these permits are subject to renewal, modification and, in some cases, revocation. In addition, as a property owner and operator, we may be liable for the costs of investigating and remediating hazardous substances or petroleum products on, under, or in our property, without regard to whether we knew of, or caused, the presence of the contaminants, and regardless of whether the practices that resulted in the contamination were legal at the time they occurred. The presence of, or failure to remediate properly, the substances may adversely affect our ability to sell or rent our property or to borrow funds using it as collateral. Additionally, we may be subject to claims by third parties based on damages and costs resulting from environmental contamination emanating from our property.

        We have reviewed environmental assessments, and limited soil and groundwater testing, relating to our properties. As a result, we have become aware that there is contamination present on some of our properties apparently due to past operations, which included a truck stop and a gas station. In particular, groundwater contamination at our Oasis property (which appears to have migrated onto our CasaBlanca property) is the subject of investigation and cleanup activities being conducted by the prior owners of the Oasis. Although we believe that the prior owners are responsible for such matters under an indemnity agreement we negotiated at the time we purchased the Oasis, we cannot assure you that we will not incur costs related to this matter.

        We do not anticipate any material adverse effect on our earnings or competitive position relating to environmental matters, but it is possible that future developments could lead to material environmental compliance costs or other liabilities for us and that these costs could have a material adverse effect on our business and financial condition.

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Properties

        The following table provides an overview of our owned and leased real properties:

Location and Function(s)	Ownership Structure
CasaBlanca Hotel & Casino
Main Site and Improvements	Owned
Timeshare Units	Owned by us and unrelated third parties
Timeshare Unit Land	Owned and Leased(1)
CasaBlanca Golf Club	Leased(2)
Unimproved Land (Ella Kay Land)	Owned
Oasis Hotel & Casino
Main Site and Improvements	Owned
Palms Golf Course	Nevada Land Owned / Arizona Land Leased(3)
Oasis Recreational Facility(4)	Owned
Timeshare Units	Owned by us and unrelated third parties
Timeshare Units Land	Owned by us and unrelated third parties
Virgin River Hotel, Casino & Bingo
Main Site and Improvements (including truck parking)	Owned
Unimproved Land	Owned
Mesquite Star Hotel & Casino
Main Site and Improvements	Owned
Unimproved Land	Owned

(1)

We leased the land on which some of the timeshare units are situated pursuant to a 50-year lease with our affiliate, MDW Mesquite, LLC, that expires on August 2047 unless it is renewed per the two extension options of ten years each. Pursuant to an agreement which became effective December 15, 2004, RBG, LLC and MDW Mesquite, LLC terminated the lease. See "Certain Relationships and Related Transactions."

(2)

We lease the land on which the golf club is located pursuant to a 99-year lease that expires in June 2094.

(3)

The Palms Golf Course straddles the Nevada/Arizona border and is located on a 256-acre site, of which 180 acres are leased from the State of Arizona pursuant to a 10-year lease that expires in May 2008.

(4)

The Oasis Recreational Facility consists of a gun club as well as motocross and equestrian facilities.

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REGULATION AND LICENSING

        The ownership and operation of casino gaming facilities in Nevada are subject to the Nevada Gaming Control Act and the regulations promulgated thereunder (the "Nevada Act"), and various local regulations. In addition, our gaming operations are subject to the licensing and regulatory control of the Nevada Gaming Authorities.

        The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations of public policy which are concerned with, among other things:

•

the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity;



•

the establishment and maintenance of responsible accounting practices and procedures;



•

the maintenance of effective controls over the financial practices of licensees, including the establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues, providing reliable record keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities;



•

the prevention of cheating and fraudulent practices; and



•

providing a source of state and local revenues through taxation and licensing fees.

        Changes in these laws, regulations and procedures could have an adverse effect on our business, financial condition and results of operations.

        Corporations and other entities that operate casinos in Nevada are required to be licensed by the Nevada Gaming Authorities. A gaming license for such activities requires the periodic payment of fees and taxes and is not transferable. Prior to effecting the exchange offer for the notes, we will apply to become registered by the Nevada Gaming Commission as publicly traded corporations ("registered corporations"). As registered corporations, we will be required periodically to submit detailed financial and operating reports to the Nevada Gaming Commission and furnish any other information that the Nevada Gaming Commission may require.

        The Nevada Gaming Authorities may investigate any individual who has a material relationship to, or material involvement with us in order to determine whether such individual is suitable or should be licensed as a business associate of a gaming licensee. Our officers, directors and certain key employees must file applications with the Nevada Gaming Authorities and are required to be licensed by the Nevada Gaming Authorities. The Nevada Gaming Authorities may deny an application for licensing for any cause that they deem reasonable. A finding of suitability is comparable to licensing, and both require submission of detailed personal and financial information followed by a thorough investigation. Changes in licensed positions must be reported to the Nevada Gaming Authorities and, in addition to their authority to deny an application for a finding of suitability or licensure, the Nevada Gaming Authorities have jurisdiction to disapprove a change in a corporate position.

        If the Nevada Gaming Authorities were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue having a relationship with us, we would have to sever all relationships with that person. In addition, the Nevada Gaming Commission may require us to terminate the employment of any person who refuses to file appropriate applications. Determinations of suitability or of questions pertaining to licensing are not subject to judicial review in Nevada.

        We are required to submit detailed financial and operating reports to the Nevada Gaming Commission. Substantially all material loans, leases, sales of securities and similar financing transactions by us must be reported to the Nevada Gaming Commission.

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        If it were determined that we violated the Nevada gaming laws, our gaming licenses and registrations with the Nevada Gaming Commission could be limited, conditioned, suspended or revoked, subject to compliance with certain statutory and regulatory procedures. In addition, we and the persons involved could be subject to substantial fines for each separate violation of the Nevada laws at the discretion of the Nevada Gaming Commission. Further, the Nevada Gaming Commission could appoint a supervisor to operate our gaming properties and, under certain circumstances, earnings generated during the supervisor's appointment (except for the reasonable rental value of our gaming properties) could be forfeited to the State of Nevada. Limitation, conditioning or suspension of any gaming license or the appointment of a supervisor could (and revocation of any gaming license would) materially adversely affect our operations.

        Once we become a registered corporation, any beneficial holder of our voting securities, regardless of the number of shares owned, may be required to file an application, be investigated, and have his suitability as a beneficial holder of our voting securities determined if the Nevada Gaming Commission has reason to believe that such ownership would otherwise be inconsistent with the declared policies of the State of Nevada. Until we are registered, no transfer or issuance of our voting securities can be made without the prior approval of the Nevada Gaming Authorities. The applicant must pay all costs of investigation incurred by the Nevada Gaming Authorities in conducting such investigation.

        Although we do not intend to register or sell any equity securities, Nevada law requires any person who acquires more than 5% of a registered corporation's voting securities to report the acquisition to the Nevada Gaming Commission. Nevada law requires that beneficial owners of more than 10% of a registered corporation's voting securities apply to the Nevada Gaming Commission for a finding of suitability within 30 days after the Chairman of the Nevada State Gaming Control Board mails the written notice requiring the filing for a finding of suitability. Under certain circumstances, an "institutional investor," as defined in the regulations of the Nevada Gaming Commission, which acquires more than 10%, but not more than 15%, of our voting securities may apply to the Nevada Gaming Commission for a waiver of such finding of suitability if that institutional investor holds the voting securities for investment purposes only. An institutional investor will not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of our board of directors, any change in our corporate charter, bylaws, management, policies or operations, or any of our gaming affiliates, or any other action which the Nevada Gaming Commission finds to be inconsistent with holding our voting securities for investment purposes only. Activities which are not deemed to be inconsistent with holding voting securities for investment purposes only include:

•

voting on all matters voted on by stockholders;



•

making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in its management, policies or operations; and



•

other activities as the Nevada Gaming Commission may determine to be consistent with such investment intent.

        If the beneficial holder of voting securities who must be found suitable is a corporation, partnership or trust, it must submit detailed business and financial information including a list of beneficial owners. The applicant is required to pay all costs of investigation.

        Any person who fails or refuses to apply for a finding of suitability or a license within 30 days after being ordered to do so by the Nevada Gaming Commission or the Chairman of the Nevada State Gaming Control Board, may be found unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any stockholder found unsuitable and

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who holds, directly or indirectly, any beneficial ownership of the common stock of a registered corporation beyond the period of time as may be prescribed by the Nevada Gaming Commission may be guilty of a criminal offense. We may become subject to disciplinary action if, after receipt of notice that a person is unsuitable to be a stockholder or to have any other relationship with us, we:

•

pay that person any dividend or interest upon voting securities;



•

allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person;



•

pay remuneration in any form to that person for services rendered or otherwise; or



•

fail to pursue all lawful efforts to require the unsuitable person to relinquish his voting securities for cash at fair market value.

        Additionally, the Clark County Liquor and Gaming Licensing Board has taken the position that it has the authority to approve all persons owning or controlling the stock of any corporation controlling a gaming license.

        We may be required to disclose to the Nevada State Gaming Control Board and the Nevada Gaming Commission the identities of all holders of our issued and outstanding notes. The Nevada Gaming Commission may, in its discretion, require the holder of any debt security of a registered corporation to file applications, be investigated and be found suitable to own the debt security of a registered corporation. If the Nevada Gaming Commission determines that a person is unsuitable to own a debt security, then pursuant to Nevada law, the registered corporation can be sanctioned, including the loss of its approvals, if without the prior approval of the Nevada Gaming Commission, it:

•

pays to the unsuitable person any dividend, interest, or any distribution whatsoever;



•

recognizes any voting right by the unsuitable person in connection with debt securities;



•

pays the unsuitable person remuneration in any form; or



•

makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation or similar transaction.

        We are required to maintain a current ledger in Nevada, which may be examined by the Nevada Gaming Authorities at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial holder to the Nevada Gaming Authorities. A failure to make such disclosure may be grounds for finding the record holder unsuitable. We are also required to render maximum assistance in determining the identity of the beneficial owner. The Nevada Gaming Commission has the power to require our securities to bear a legend indicating that the securities are subject to the Nevada Act. However, to date, the Nevada Gaming Commission has not imposed such a requirement on us.

        We may not make a public offering of securities without the prior approval of the Nevada Gaming Commission if the securities or proceeds from the securities are intended to be used to construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations incurred for the purposes of constructing, acquiring or financing gaming facilities. Furthermore, any approval, if granted, does not constitute a finding, recommendation or approval by the Nevada Gaming Commission or the Nevada State Gaming Control Board as to the accuracy or adequacy of the prospectus or the investment merits of the securities offered. Any representation to the contrary is unlawful.

        Changes in our control through merger, consolidation, stock or asset acquisitions, management or consulting agreements, or any act or conduct by a person whereby that person obtains control (including foreclosure on the pledged shares), may not occur without the prior approval of the Nevada Gaming Commission. Entities seeking to acquire control or ownership of a registered corporation must

59

satisfy the Nevada State Gaming Control Board and Nevada Gaming Commission in a variety of stringent standards prior to assuming control of such registered corporation. The Nevada Gaming Commission may also require the stockholders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process relating to the transaction.

        License fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to the State of Nevada and to the counties and cities in which the Nevada licensee's respective operations are conducted. Depending upon the particular fee or tax involved, these fees and taxes are payable either monthly, quarterly or annually and are based upon either:

•

a percentage of the gross revenues received;



•

the number of gaming devices operated; or



•

the number of table games operated.

        Any person who is licensed, required to be licensed, registered, required to be registered, or is under common control with such persons, or "Licensees," and who is or who proposes to become involved in a gaming venture outside of Nevada, is required to deposit with the Nevada State Gaming Control Board, and thereafter maintain, a revolving fund in the amount of $10,000 to pay the expenses of investigation by the Nevada State Gaming Control Board of the Licensees' participation in foreign gaming. The revolving fund is subject to increase or decrease in the discretion of the Nevada Gaming Commission. Thereafter, Licensees are also required to comply with certain reporting requirements imposed by the Nevada gaming laws. Licensees are also subject to disciplinary action by the Nevada Gaming Commission if they knowingly violate any laws of the foreign jurisdiction pertaining to a foreign gaming operation, fail to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations, engage in activities or enter into associations that are harmful to the State of Nevada or its ability to collect gaming taxes and fees, or employ, contract with or associate with a person in the foreign operation who has been denied a license or a finding of suitability in Nevada on the ground of personal unsuitability.

Treasury Department Regulations

        The Internal Revenue Code and Treasure Regulations require operators of casinos located in the United States to file information returns for United States citizens, including names and addresses of winners, for keno and slot machine winnings in excess of prescribed amounts and table game winnings in which the payout is a certain amount greater than the wager. The Internal Revenue Code and Treasury Regulations also require operators to withhold taxes on some keno, bingo, and slot machines winnings of nonresident aliens. We are unable to predict the extent to which these requirements, if extended, might impede or otherwise adversely affect operations of, and/or income from, the other games.

        Regulations adopted by the Financial Crimes Enforcement Network ("FinCEN") of the Treasury Department and the gaming regulatory authorities in some of the domestic jurisdictions in which we operate casinos, require the reporting of currency transactions in excess of $10,000 occurring within a gaming day, including identification of the patron by name and social security number. This reporting obligation began in May 1985 and may have resulted in the loss of gaming revenues to jurisdictions outside the United States, which are exempt from the ambit of these regulations. On September 26, 2002, FinCEN implemented the suspicious activity reporting rule. This new reporting obligation requires casinos to report suspicious monetary transactions when the casino knows, suspects, or has reason to suspect that the transaction involves the funds derived from illegal activity or is otherwise intended to facilitate illegal activity. The new reporting obligations were effective in March 2003.

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Potential Changes in Tax and Regulatory Requirements

        In the past, federal and state legislators and officials have proposed changes in tax law, or in the administration of the laws, affecting the gaming industry. Regulatory commissions and state legislatures sometimes consider limitations on the expansion of gaming in jurisdictions where we operate and other changes in gaming laws and regulations. Proposals at the national level have included a federal gaming tax and limitations on the federal income tax deductibility of the cost of furnishing complimentary promotional items to customers, as well as various measures which would require withholding on amounts won by customers or on negotiated discounts provided to customers on amounts owed to gaming companies. It is not possible to determine with certainty the likelihood of possible changes in tax or other laws or in the administration of the laws. The changes, if adopted, could have a material adverse effect on our financial results.

Compliance with Other Laws and Regulations

        In addition to the regulations described above, our operations are also subject to extensive state and local laws, regulations and ordinances that apply to non-gaming businesses generally, and, on a periodic basis, we must obtain various other licenses and permits, including those required to sell alcoholic beverages. We have not incurred, and do not expect to incur, material expenditures with respect to these laws and regulations. There can be no assurances, however, that we will not incur material liability under these laws and regulations in the future. See also "Risk Factors—Risks Related to Our Business—Governmental Regulation," "—Environmental Matters" and "—Factors Beyond Our Control."

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MANAGEMENT

Directors and Executive Officers

        Our executive officers and directors consist of the following:

Name	Age	Position(s)
Robert R. Black, Sr.	52	Chairman of the Board, Chief Executive Officer and President
Curt Mayer	36	Chief Financial Officer
Hal M. Hornburg	58	Director Appointee
Allan O. Hunter, Jr.	49	Director Appointee
Glen J. Teixera	53	Director Appointee

        Robert R. Black, Sr.    Mr. Black has been involved in all phases of the Nevada real estate industry since 1967. Currently, Mr. Black serves as Chairman of the Board of Diversified Interest, Inc., a full-service real estate entity he founded in 1979. Since 1997, Mr. Black has served as Commander of the Nellis Support Team, a team organized to support the men, women and missions of Nellis Air Force Base by interacting with the local business and government community in order to raise funds to support the air force base and military personnel needs.

        Curt Mayer.    Mr. Mayer has served as Chief Financial Officer since May 2002. From July 1992 to May 2002, Mr. Mayer was employed by the accounting firm of Arthur Andersen, LLP, most recently as a Senior Audit Manager. From 1995 to 2002, Mr. Mayer worked in the firm's Las Vegas office providing audit services to the hospitality and gaming industry.

        Hal M. Hornburg.    General Hal M. Hornburg is Commander of the United States Air Force's Air Combat Command, headquartered at Langley Air Force Base in Hampton, Virginia. From 2000 to 2001, General Hornburg served as the Commander, Air Education and Training Command, Randolph Air Force Base, Texas. General Hornburg served as Commander of 9th Air Force, Shaw Air Force Base, South Carolina from 1988 to 2000 and as Vice Commander, Air Combat Command, Langley Air Force Base, Virginia from January 2000 through June 2000.

        Allan O. Hunter, Jr.    Mr. Hunter serves as President and a Director of Rent.com, an internet listing site for rental properties, which he co-founded in 1999. Prior to forming Rent.com, Mr. Hunter served as Executive Vice President, Chief Operating Officer and a member of the Board of Directors of Oasis Residential, Inc., a public real estate investment trust co-founded by Mr. Hunter in 1992 and subsequently merged in 1998. From 1984 to 1993, Mr. Hunter was a Managing Director and partner in Post Oak Partners, a real estate investment banking firm. Mr. Hunter is a past Director of the National Multi-Housing Council (1993 to 2002) (currently as an Advisory member of the NMHC), and is a past member of the National Association of Real Estate Investment Trusts and the Urban Land Institute (1984 to 1993).

        Glen J. Teixeira.    Mr. Teixeira is involved in various farming operations in California's Santa Maria and Imperial Valleys with Teixeira Farms, Inc. and Teixeira Farms Desert Inc. Mr. Teixeira also serves as President of Frontier Cooling, Inc. (since 2002), managing member of Highline Cooling, LLC (since 2002), and Secretary for Teixeira Farms, Inc. (since 1996) and Teixeira Farms Desert, Inc. (since 1998). Further, Mr. Teixeira serves on the board of directors for Fresh Kist Produce (since 2000), Teixeira Farms, Inc. (since 1970), Frontier Cooling, Inc. (since 1979), Teixeira Farms Desert, Inc. (since 1998), and the Western Grower Board (since 1993).

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Key Employees

        Anthony A. George.    Since 2001, Mr. George has been General Manager of the Oasis. From 1994 to 2001, Mr. George was employed by the Oasis as the director of its Race and Sports book.

        Marcus A. Hall.    Mr. Hall has been General Manager of the Virgin River since the hotel first opened in 1990. Mr. Hall also served as General Manager of the CasaBlanca from 1997 to 1999.

        George D. Rapson.    Since 1998, Mr. Rapson has been employed by the CasaBlanca as its General Manager. From 1985 to 1994, Mr. Rapson worked as a tax manager and certified public accountant at Arthur Andersen.

Executive Compensation

        We are majority owned by Robert R. Black, Sr. and his affiliates.. The following table sets forth all compensation earned for services performed during the three fiscal years in the period ended December 31, 2003 by Robert R. Black, Sr., our Chief Financial Officer and the general managers of our three operating hotel-casinos. The table does not include distributions and dividends paid to Robert R. Black, Sr. in connection with his ownership interests in CasaBlanca Resorts.

	Annual Compensation
Name and Position						Other Compensation
	Year	Salary		Bonus
Robert R. Black, Sr. Chief Executive Officer, Chairman of the Board and President	2003 2002 2001	$ $ $	— — —	$ $ $	— — —	$ $ $	5,000 230,000 50,000	(1) (2) (3)
Curt Mayer Chief Financial Officer	2003 2002 2001	$ $ $	162,681 84,769 —	$ $ $	812 433 —	$ $ $	2,411 769 —
Anthony A. George General Manager	2003 2002 2001	$ $ $	141,223 122,946 103,418	$ $ $	1,522 2,537 2,707	$ $ $	3,873 3,485 2,203
Marcus "Lex" Hall General Manager	2003 2002 2001	$ $ $	204,807 198,317 199,082	$ $ $	2,537 4,059 4,059	$ $ $	— — 260
George D. Rapson General Manager	2003 2002 2001	$ $ $	188,461 156,477 157,727	$ $ $	2,537 4,059 4,059	$ $ $	4,883 3,704 5,338

(1)

Represents management fees paid to Mr. Black by RBG, LLC.

(2)

Represents $80,000, $60,000 and $90,000 in management fees paid to Mr. Black by Casablanca Resorts, LLC, RBG, LLC, and B & B B, Inc., respectively.

(3)

Represents $15,000 and $35,000 in management fees paid to Mr. Black by Casablanca Resorts, LLC and RBG, LLC, respectively.

Committees of our Board of Directors

        Our boards of directors do not have any committees. More specifically, our boards of directors do not have a compensation committee. The guidelines and pay levels for the compensation of executive officers will generally be established by Robert R. Black, Sr. in consultations with other members of our boards of directors. In addition, our boards of directors do not have an audit committee. The functions of an audit committee will be performed by the entire boards of directors. As a result, no

63

member of our respective boards of directors will qualify as an audit committee financial expert as that term is defined in Item 402(e) of Regulation S-K.

Compensation of Directors

        Our directors will receive an annual compensation of $10,000 for serving on our board of directors. In addition, we will compensate each director $500 for each meeting they attend as well as reimburse each director for the expenses they incur in connection therewith.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        We are wholly owned by Robert R. Black, Sr., our Chairman of the Board, Chief Executive Officer and President, and his affiliates, with the exception of 1.92% ownership interest in RBG, LLC held by a minority owner. The following table sets forth the beneficial ownership of each of RBG, LLC, Virgin River Casino Corporation and B & B B, Inc., and its direct and indirect subsidiaries.

Name and Address of Beneficial Owner	RBG, LLC		Virgin River Casino Corporation		B & B B, Inc.
Robert R. Black, Sr.	98.08	%(1)	100	%	100	%
Curt Mayer	—		—		—
Hal M. Hornburg	—		—		—
Allan O. Hunter, Jr.	—		—		—
Glen J. Teixeira	1.92	%(2)	—		—
Anthony A. George	—		—		—
Marcus A. Hall	—		—		—
George D. Rapson	—		—		—

(1)

Includes the membership interests of RBG, LLC, 94.23% of which will be owned by Virgin River Casino Corporation following the closing of the Transactions. Mr. Black will own 100% of Virgin River Casino Corporation at the closing of the Transactions.

(2)

It is anticipated that, subject to requisite gaming approvals, a portion of this 1.92% minority ownership interest will be exchanged for interests in each of Virgin River Casino Corporation and B & B B, Inc. such that the Mr. Teixera will have a smaller uniform interest in each of the three companies or, if formed, a holding company that wholly owns the issuers or a surviving entity of a merger or a combination of the issuers.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        We believe that all of the transactions mentioned below are on terms at least as favorable to us as would have been obtained from an unrelated third party.

        Wingnuts, Inc.    Wingnuts, Inc. is owned by Robert R. Black, Sr., Mr. Black's brothers and Virgin River Casino Corporation. Wingnuts, Inc. owns an airplane used by CasaBlanca Resorts for business purposes and, in turn, receives compensation from the CasaBlanca Resorts at a standard hourly rate for actual air time. Total charges for the years ended December 31, 2001, 2002 and 2003 were $14,000, $22,000 and $56,000, respectively, and are contained in our combined financial statements contained in this prospectus.

        MJB Development.    MJB Development is a real estate construction company wholly owned by Robert R. Black, Sr.'s brother. During the year ended December 31, 2003, MJB Development provided construction services to our hotel facilities. As a result, the actual costs of construction, overhead charges, and a profit were charged to CasaBlanca Resorts. Such charges totaled $71,000 during the year ended December 31, 2003 and are included in our combined financial statements contained in this prospectus.

        J.A. Black Construction.    J.A. Black Construction is a real estate construction company owned by Robert R. Black, Sr.'s brother. During the years ended December 31, 2001 and 2002, J.A. Black Construction provided construction services associated with certain land improvements and construction that directly benefited us and our operations. Such charges totaled $29,000 and $0 during the years ended December 31, 2001 and 2002, respectively, and are included in our combined financial statements contained in this prospectus.

        MDW Mesquite, LLC.    MDW Mesquite, LLC ("MDW") is a Nevada limited-liability company in which Robert R. Black, Sr. has an interest and is the managing member. MDW owns an apartment complex located in Mesquite, Nevada. RBG, LLC has entered into a lease agreement with MDW whereby MDW has given the members of the CasaBlanca Vacation Club (the timeshare club associated with the CasaBlanca) the right to use and occupy the timeshare units located on the leasehold property. The remaining units at the apartment complex are utilized by the CasaBlanca for hotel and apartment purposes. Under the lease agreement, RBG, LLC is required to pay to MDW monthly rental payments consisting of (a) basic rent in an amount equal to the sum of (i) MDW's monthly payment of principal and interest plus the required monthly impound for property taxes (approximately $49,800 per month using an assumed interest rate of 9.25%) and (ii) $12,750, and (b) percentage rent in an amount equal to 30% of the aggregate gross amount of all sales during such month from the timeshare program (less certain costs, fees and expenses). The rent payments paid by RBG, LLC to MDW for the years ended December 31, 2001, 2002 and 2003 were $755,000, $735,000 and $734,000, respectively, and are included in our combined financial statements contained in this prospectus. The lease is a 50-year lease that expires on August 2047 unless it is renewed per the two extension options of ten years each.

        Pursuant to an agreement which became effective December 15, 2004, RBG, LLC and MDW terminated the lease. Pursuant to the agreement, the rental units will be converted to condominiums to be offered for sale. Robert R. Black, Sr. will receive 6% of the net sales proceeds from the sale of the condominium units (the "fee"). MDW also will convey to RBG, LLC three timeshare units. During the sales process, MDW and RBG, LLC will share equally the rental income from the remaining rental units pending their sale ("rental income") and share equally the expenses of the condominium project, including debt service and the fee ("project expenses"). MDW also will pay RBG, LLC 44% of the net sales proceeds from the sale of the condominium units less the fair market value of the three timeshare units conveyed to RBG, LLC. RBG, LLC will advance project expenses for the six month period beginning on the termination date of the lease to the extent MDW does not have sufficient funds to

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pay the project expenses, provided, however, that the aggregate amount of the advances shall not exceed $150,000. Until the aggregate amount of any such advances plus an additional payment of approximately 15% of the aggregate amount of such advances is repaid to RBG, LLC, all net sales proceeds and rental income would be payable to RBG, LLC.

        Robert R. Black, Sr. (the operating manager of MDW) and RBG, LLC have agreed to use their respective best efforts to obtain the requisite approval of the members of MDW to terminate the lease as promptly as possible. Although we expect to obtain such approval prior to the closing of this offering or shortly thereafter, no assurances can be given as to when or if such approval will be obtained and the lease will be terminated. Until such time as the lease is terminated, RBG, LLC will remain obligated to make rental payments to MDW and to comply with the other terms of the lease.

        Virgin River Foodmart, Inc.    Virgin River Foodmart, Inc., a Nevada corporation, is owned by Robert R. Black, Sr. and his brothers. Prior to the consummation of the Transactions, Virgin River Casino Corporation leased to Virgin River Foodmart, Inc. certain property and the structures and improvements contained thereon for the purposes of operating the Virgin River Food Mart. Lease payments were made to Virgin River Casino Corporation for each of the years ended December 31, 2001, 2002 and 2003 in the amount of $222,240, and are included in our combined financial statements contained in this prospectus. The real property and the improvements thereon relating to the Virgin River Food Mart are no longer owned by Virgin River Casino Corporation.

        Black, LoBello & Pitegoff.    Tisha Black, a partner at the law firm of Black, LoBello & Pitegoff is the daughter of Robert R. Black, Sr. We retain Black, LoBello & Pitegoff as outside legal counsel, and Black, LoBello & Pitegoff has received legal fees for legal services in the amount of $43,000, $49,000 and $182,000 for the years ended December 31, 2001, 2002 and 2003, respectively.

        We utilize the services of employees interchangeably between properties. A portion of payroll expense is allocated from each of the properties' payroll expenses to the benefiting property based on the employees' time between properties. During the years ended December 31, 2001, 2002 and 2003, RBG, LLC charged Casablanca Resorts, LLC $245,000, $733,000 and $855,000, respectively; B & B B, Inc. charged RBG, LLC $1,410,000, $1,150,000 and $916,000, respectively; B & B B, Inc. charged CasaBlanca Resorts LLC $486,000, $1,049,000 and $951,000, respectively, for the allocated portion of payroll utilized by each of the properties.

DESCRIPTION OF OTHER INDEBTEDNESS

Senior Secured Credit Facility

        On December 20, 2004, we entered into a $15.0 million senior secured credit facility. The new senior secured credit facility is a four year revolving credit facility of up to the lesser of $15.0 million or one times our trailing 12 month EBITDA (as defined in the credit agreement). At our option, the interest rate will be either the lender's prime rate plus 2.00% per annum or LIBOR plus 3.50% per annum.

        All of our obligations under the new senior secured credit facility are secured by first priority liens on and security interests in all of our properties and assets. The lien on the collateral that secures the Senior Secured Notes is contractually subordinated to the liens securing the principal amount of borrowings of up to $15.0 million (plus related interest, fees, indemnities, costs and expenses) under the new senior secured credit facility pursuant to the intercreditor agreement. The new senior secured credit facility requires us to pay a closing fee of $225,000, an unused fee of 0.50% per annum on any unused portion of the new senior secured credit facility, and a prepayment premium of 1.00% for each year or partial year remaining until maturity multiplied by the maximum credit amount. The new senior secured credit facility contains financial covenants and customary covenants and events of default.

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Intercreditor Agreement

        Concurrently with the closing of the old notes offering and our new senior secured credit facility, we, the guarantors of the Senior Secured Notes, the lenders under our new senior secured credit facility and the trustee, on behalf of the holders of the Senior Secured Notes, entered into an intercreditor agreement, which defines the rights of the lenders under our new senior secured credit facility in relation to the rights of the trustee and the holders of the Senior Secured Notes with respect to the collateral securing the Senior Secured Notes.

        The intercreditor agreement, among other things, provides that the liens securing the Senior Secured Notes and the guarantees thereof will be subordinated to the liens securing the principal amount of indebtedness of up to $15.0 million (plus related interest, fees, indemnities, costs and expenses) under our new senior secured credit facility. The trustee's ability to exercise rights and remedies in respect of the collateral also will be subject to the terms of the intercreditor agreement. See "Description of Notes—Intercreditor Agreement."

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THE EXCHANGE OFFER

        The following summary of certain provisions of the registration rights agreement does not purport to be complete and reference is made to the provisions of the registration rights agreement which has been filed with the Commission as Exhibit    to our registration statement. Any discussion of the terms of the registration rights agreement is qualified in its entirety by reference to the complete agreement.

Purpose and Effect; Registration Rights

        On December 20, 2004, or the Issue Date, we issued $125,000,000 aggregate principal amount of old senior notes and $66,000,000 aggregate principal amount at maturity of old senior subordinated notes to the initial purchaser in transactions not registered under the Securities Act. The sale of the old notes was made in reliance on an exemption from registration under the Securities Act. The initial purchaser then sold the old notes to qualified institutional buyers under Rule 144A or Regulation S of the Securities Act. Because the old notes have been sold pursuant to exemptions from registration, the old notes are subject to transfer restrictions.

        In connection with the issuance of the old notes, we entered into a registration rights agreement, or the Registration Rights Agreement, with the initial purchaser that requires us to:

•

file a registration statement, or the Exchange Offer Registration Statement, with the Commission promptly, but no later than 90 days after the Issue Date;



•

use our respective reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act promptly, but no later than 150 days after the Issue Date;



•

keep the Exchange Offer Registration Statement effective until the consummation of the exchange offer; and



•

use our respective reasonable best efforts to commence and complete the exchange offer promptly, but no later than 30 days after the date on which the Exchange Offer Registration Statement has become effective, and hold the exchange offer open for not less than 20 business days.

        "Registrable Notes" means the old notes that may not be sold without restriction under federal or state securities laws; provided, however, that any such note shall cease to be a Registrable Note when (i) an applicable registration statement, other than the Exchange Offer Registration Statement, covering such note has been declared effective by the Commission and suc not has been disposed of in accordance with such effective registration statement; (ii) such not has been exchanged pursuant to the exchange offer for one or more applicable new note that may be resold without restriction under state and federal securities laws; (iii) such note ceases to be outstanding for purposes of the applicable indenture; or (iv) such note has been sold in compliance with Rule 144 or is salable pursuant to Rule 144(k) under the Securities Act.

        Under existing Commission interpretations, we believe that the new notes would in general be freely transferable after the exchange offer without further registration under the Securities Act, except that broker-dealers receiving new notes in the exchange offer will be subject to a prospectus delivery requirement with respect to resales of those new notes. The Commission has taken the position that such broker-dealers may fulfill their prospectus delivery requirements with respect to the new notes (other than a resale of an unsold allotment from the original sale of the notes) by delivery of the prospectus contained in the Exchange Offer Registration Statement. Under the Registration Rights Agreement, we have agreed to allow such broker-dealers to use the prospectus contained in the Exchange Offer Registration Statement in connection with the resale of the new notes. We and the guarantors under the notes will use our respective reasonable best efforts to keep the Exchange Offer

69

Registration Statement effective for such period of time as such persons must comply with such requirements in order to resell the new notes, the "Applicable Period".

        If (i) prior to the time the exchange offer is completed (A) existing Commission interpretations are changed such that the new notes received in the exchange offer would not in general be, upon receipt, transferable by holders thereof without restrictions under the Securities Act or (B) the interests of the Holders, taken as a whole, would be materially adversely affected by the consummation of the exchange offer; (ii) the exchange offer has not been completed within 195 days following the Issue Date; or (iii) the exchange offer is not available to any holder of the notes, we and the guarantors shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the exchange offer, file under the Securities Act a "shelf" registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Notes (the "Shelf Registration Statement").

        The Registration Rights Agreement provides that the Issuers:

•

will file the Shelf Registration Statement with the Commission as soon as practicable, but no later than 30 days after the time such obligation to file arises;



•

will use their respective best efforts to cause the Shelf Registration Statement to become or be declared effective under the Securities Act no later than 60 days after the date such Shelf Registration Statement is filed; and



•

will use their respective best efforts to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the date such Shelf Registration Statement became or was declared effective or such time as all Registrable Notes covered by the Shelf Registration have been sold or there are no longer any Registrable Notes outstanding.

        A holder that sells notes pursuant to the Shelf Registration Statement generally would be required to be named as a selling security-holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the Registration Rights Agreement which are applicable to such a holder (including certain indemnification obligations). The Issuers will provide a copy of the Registration Rights Agreement to prospective investors upon request.

        In the event that:

•

we have not filed the Exchange Offer Registration Statement or Shelf Registration Statement on or before the date on which such registration statement is required to be filed, or



•

such Exchange Offer Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective, or



•

the exchange offer has not been completed within 30 business days after the initial effective date of the Exchange Offer Registration Statement relating to the exchange offer (if the exchange offer is then required to be made), or



•

any Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective without being succeeded within 30 days by a subsequent shelf registration statement filed and declared effective

(each such event, a "Registration Default" and, each period during which a Registration Default has occurred and is continuing, a "Registration Default Period"), then, in addition to the interest on the notes, liquidated damages ("Liquidated Damages") shall accrue at an amount per week per $1,000 principal amount at maturity of Registrable Notes equal to 0.25% per annum for the first 90 days of the Registration Default Period, increasing by an additional 0.25% per annum per $1,000 principal

70

amount of Registrable Notes with respect to each subsequent 90-day period, up to a maximum of 1.00% per annum per $1,000 principal amount of Registrable Notes. Liquidated Damages shall be paid on interest payment dates to holders of record for the payment of interest.

        Holders of notes will be required to make certain representations to us and to deliver information to be used in connection with the Shelf Registration Statement (in each case, as described in the Registration Rights Agreement) and will be required to provide comments on the Shelf Registration Statement within the time periods set forth in the Registration Rights Agreement in order to have their notes included in the Shelf Registration Statement and benefit from the provisions regarding Liquidated Damages set forth above.

Expiration Date; Extensions

        The expiration date of the exchange offer is                            , 2005 at 5:00 p.m., New York City time. We may extend the exchange offer in our sole discretion. If we extend the exchange offer, the expiration date will be the latest date and time to which the exchange offers is extended. We will notify the exchange agent of any extension by oral or written notice and will make a public announcement of the extension no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

        We expressly reserve the right, in our sole and absolute discretion:

•

to delay accepting any notes;



•

to extend the exchange offer;



•

if any of the conditions under "—Conditions of the Exchange Offer" have not been satisfied, to terminate the exchange offer; and



•

to waive any condition or otherwise amend the terms of the exchange offer in any manner.

        If the exchange offer is amended in a manner we deem to constitute a material change, we will promptly disclose the amendment by means of a prospectus supplement that will be distributed to the registered holders of the notes. Any delay in acceptance, extension, termination or amendment will be followed promptly by an oral or written notice of the event to the exchange agent. We will also make a public announcement of the event. Without limiting the manner in which we may choose to make any pubic announcement and subject to applicable law, we have no obligation to publish, advertise or otherwise communicate any pubic announcement other than by issuing a release to a national news service.

Terms of the Exchange Offer

        We are offering, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, to exchange $1,000 in principal amount of the new notes for each $1,000 in principal amount of outstanding old notes. We will accept for exchange any and all old notes that are validly tendered on or before 5:00 p.m., New York City time, on the expiration date. Tenders of the old notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date. The exchange offer is not conditioned upon any minimum principal amount of old notes being tendered for exchange. However, the exchange offer is subject to the terms of the registration rights agreement and the satisfaction of the conditions described under "—Conditions of the Exchange Offer." Old notes may be tendered only in multiples of $1,000. Holders of notes may tender less than the aggregate principal amount represented by their old notes if they appropriately indicate this fact on the letter of transmittal accompanying the tendered old notes or indicate this fact under the procedures for book-entry transfer described below.

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        As of the date of this prospectus, $125.0 million in aggregate principal amount of the old senior notes were outstanding and $66.0 million in aggregate principal amount of the old senior subordinated notes were outstanding. Solely for reasons of administration, we have fixed the close of business on                            , 2005 as the record date for purposes of determining the persons to whom this prospectus and the letter of transmittal will be mailed initially. There will be no fixed record date for determining the eligible holders of the old notes who are entitled to participate in the exchange offer. We believe that, as of the date of this prospectus, no holder of notes (other than Jefferies & Company, Inc., which may be our affiliate) is our "affiliate," as defined in Rule 405 under the Securities Act.

        We will be deemed to have accepted validly tendered old notes when, as and if we give oral or written notice of our acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders of old notes and for purposes of receiving the new notes from us. If any tendered old notes are not accepted for exchange because of an invalid tender or otherwise, certificates for the unaccepted old notes will be returned, without expense, to the tendering holder promptly after the expiration date.

        Holders of old notes do not have appraisal or dissenters' rights under applicable law or the indenture as a result of the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of the Securities Exchange Act of 1934 and the rules and regulations under the Securities Exchange Act of 1934, including Rule 14e-1.

        Holders who tender their old notes in the exchange offer will not be required to pay brokerage commissions or fees or, following the instructions in the letter of transmittal, transfer taxes with respect to the exchange of old notes under the exchange offer. We will pay all charges and expenses, other than transfer taxes in some circumstances, in connection with the exchange offer. See "—Fees and Expenses" for more information about the costs of the exchange offer.

        We do not make any recommendation to holders of old notes as to whether to tender any of their old notes under the exchange offer. In addition, no one has been authorized to make any recommendation. Holders of old notes must make their own decision whether to participate in the exchange offer and, if the holder chooses to participate in the exchange offer, the aggregate principal amount of old notes to tender, after reading carefully this prospectus and the letter of transmittal and consulting with their advisors, if any, based on their own financial position and requirements.

Conditions of the Exchange Offer

        You must tender your old notes in accordance with the requirements of this prospectus and the letter of transmittal in order to participate in the exchange offer.

        Notwithstanding any other provision of the exchange offer, or any extension of the exchange offer, we will not be required to accept for exchange any old notes, and we may terminate or amend the exchange offer, if we are not permitted to effect the exchange offer under applicable law or any interpretation of applicable law by the staff of the Commission. If we determine in our sole discretion that any of these events or conditions has occurred, we may, subject to applicable law, terminate the exchange offer and return all old notes tendered for exchange or may waive any condition or amend the terms of the exchange offer.

        We expect that the above conditions will be satisfied. The above conditions are for our sole benefit and may be waived by us at any time in our sole discretion. Our failure at any time to exercise any of the above rights will not be a waiver of those rights and each right will be deemed an ongoing right that may be asserted at any time, provided that all conditions to the exchange offer, other than any involving governmental approval, must be satisfied or waived before the expiration of the exchange

72

offer. Any determination by us concerning the events described above will be final and binding upon all parties.

Interest

        Interest on each new note will accrue from the last interest payment date on which interest was paid on the old note surrendered in exchange for the new note or, if no interest has been paid on the old note, the date of original issue of the old note. Holders of the old notes whose old notes are accepted for exchange will not receive accrued interest on their old notes for any period from and after the last interest payment date to which interest has been paid on their old notes prior to the original issue date of the new notes or, if no interest has been paid, will not receive any accrued interest on their old notes, and will be deemed to have waived the right to receive any interest on their old notes accrued from and after such interest payment date or, if no such interest has been paid or duly provided for, from and after the Issue Date.

Procedures for Tendering Old Notes

        The tender of a holder's old notes and our acceptance of old notes will constitute a binding agreement between the tendering holder and us upon the terms and conditions of this prospectus and the letter of transmittal. Unless a holder tenders old notes according to the guaranteed delivery procedures or the book-entry procedures described below, the holder must transmit the old notes, together with a properly completed and executed letter of transmittal and all other documents required by the letter of transmittal, to the exchange agent at its address before 5:00 p.m., New York City time, on the expiration date. The method of delivery of old notes, letters of transmittal and all other required documents is at the election and risk of the tendering holder. If delivery is by mail, we recommend delivery by registered mail, properly insured, with return receipt requested. Instead of delivery by mail, we recommend that each holder of notes use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery.

        Any beneficial owner of the old notes whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender old notes in the exchange offer should contact that registered holder promptly and instruct that registered holder to tender on its behalf. If the beneficial owner wishes to tender directly, it must, prior to completing and executing the letter of transmittal and tendering old notes, make appropriate arrangements to register ownership of the old notes in its name. Beneficial owners should be aware that the transfer of registered ownership may take considerable time.

        Any financial institution that is a participant in DTC's Book-Entry Transfer Facility system may make book-entry delivery of the old notes by causing DTC to transfer the old notes into the exchange agent's account in accordance with DTC's procedures for the transfer. To be timely, book-entry delivery of old notes requires receipt of a confirmation of a book-entry transfer before the expiration date. Although delivery of the old notes may be effected through book-entry transfer into the exchange agent's account at DTC, the letter of transmittal, properly completed and executed, with any required signature guarantees and any other required documents or an agent's message, as described below, must in any case be delivered to and received by the exchange agent at its address on or before the expiration date, or the guaranteed delivery procedure set forth below must be complied with.

        DTC has confirmed that the exchange offer is eligible for DTC's Automated Tender Offer Program (ATOP). Accordingly, participants in DTC's Automated Tender Offer Program may, instead of physically completing and signing the applicable letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance of the exchange offer by causing DTC to transfer old notes to the exchange agent in accordance with DTC's Automated Tender Offer Program procedures for transfer. DTC will then send an agent's message to the exchange agent.

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        The term "agent's message" means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that DTC has received an express acknowledgment from a participant in DTC's Automated Tender Offer Program that is tendering old notes that are the subject of the book-entry confirmation; that the participant has received and agrees to be bound by the terms of the applicable letter of transmittal or, in the case of an agent's message relating to guaranteed delivery, that the participant has received and agrees to be bound by the applicable notice of guaranteed delivery; and that we may enforce the agreement against that participant.

        Each signature on a letter of transmittal or a notice of withdrawal must be guaranteed unless the old notes are tendered:

•

by a registered holder who has not completed the box entitled "Special Delivery Instructions;" or



•

for the account of an eligible institution, as described below.

        If a signature on a letter of transmittal or a notice of withdrawal is required to be guaranteed, the signature must be guaranteed by a participant in a recognized medallion signature program. If the letter of transmittal is signed by a person other than the registered holder of the old notes, the old notes surrendered for exchange must be endorsed by the registered holder, with the signature guaranteed by a medallion signature guarantor. If any letter of transmittal, endorsement, bond power, power of attorney or any other document required by the letter of transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person should sign in that capacity when signing. The person must submit to us evidence satisfactory, in our sole discretion, of his or her authority to so act unless we waive the requirement.

        As used in this prospectus with respect to the old notes, a "registered holder" is any person in whose name the old notes are registered on the books of the registrar. An "eligible institution" is a firm that is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or any other "eligible guarantor institution" as such term is defined in Rule 17Ad-15 under the Exchange Act.

        We will determine in our sole discretion all questions as to the validity, form, eligibility, including time of receipt, acceptance and withdrawal of old notes tendered for exchange. Our determination will be final and binding. We reserve the absolute right to reject old notes not properly tendered and to reject any old notes if acceptance might, in our judgment or our counsel's judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to particular old notes at any time, including the right to waive the ineligibility of any holder who seeks to tender old notes in the exchange offer.

        Our interpretation of the terms and conditions of the exchange offer, including the letter of transmittal and its instructions, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes for exchange must be cured within the period of time as we determine. Neither our company nor the exchange agent is under any duty to give notification of defects in the tenders or will incur any liability for failure to give the notification. The exchange agent will use reasonable efforts to give notification of defects or irregularities with respect to tenders of old notes for exchange but will not incur any liability for failure to give the notification. Tenders of old notes will not be deemed to have been made until the irregularities have been cured or waived.

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        By tendering, you will represent to us that, among other things:

•

you are not our "affiliate," as defined in Rule 405 under the Securities Act;



•

you will acquire the new notes in the ordinary course of your business;



•

you are not a broker-dealer that acquired your notes directly from us in order to resell them in reliance on Rule 144A of the Securities Act or any other available exemption under the Securities Act;



•

if you are a broker-dealer that acquired your notes as a result of market-making or other trading activities, you will deliver a prospectus in connection with any resale of new notes; and



•

you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in the distribution of the new notes.

        In connection with a book-entry transfer, each participant will confirm that it makes the representations and warranties contained in the letter of transmittal.

Guaranteed Delivery Procedures

        If you wish to tender your old notes and:

•

your old notes are not immediately available;



•

you are unable to deliver on time your old notes or any other document that you are required to deliver to the exchange agent; or



•

you cannot complete the procedures for delivery by book-entry transfer on time;

you may tender your old notes according to the guaranteed delivery procedures described in the letter of transmittal. Those procedures require that:

•

tender must be made by or through an eligible institution and a notice of guaranteed delivery must be signed by the holder;



•

on or before the expiration date, the exchange agent must receive from the holder and the eligible institution on a properly completed and executed notice of guaranteed delivery by facsimile, mail or hand delivery containing the name and address of the holder, the certificate number or numbers of the tendered old notes, the principal amount of tendered old notes, a statement that the tender is being made, and a guarantee that within three business days after the expiration date, the certificates representing the old notes in proper form for transfer or a book-entry confirmation and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and



•

properly completed and executed documents required by the letter of transmittal and the tendered old notes in proper form for transfer or confirmation of a book-entry transfer of the old notes into the exchange agent's account at DTC must be received by the exchange agent within three business days after the expiration date of the exchange offer.

        Any holder who wishes to tender old notes under the guaranteed delivery procedures must ensure that the exchange agent receives the notice of guaranteed delivery and letter of transmittal relating to the old notes before 5:00 p.m., New York City time, on the expiration date.

Acceptance of Old Notes for Exchange; Delivery of New Notes

        Upon satisfaction or waiver of all the conditions to the exchange offer, we will accept old notes that are properly tendered in the exchange offer prior to 5:00 p.m., New York City time, on the expiration date. The new notes will be delivered promptly after acceptance of the old notes. For

75

purposes of the exchange offer, we will be deemed to have accepted validly tendered old notes when, as and if we have given notice to the exchange agent.

Withdrawal Rights

        Tenders of the old notes may be withdrawn by delivery of a written or facsimile transmission notice to the exchange agent at its address set forth under "—The Exchange Agent; Assistance" at any time before 5:00 p.m., New York City time, on the expiration date. Any such notice of withdrawal must:

•

specify the name of the person having deposited the old notes to be withdrawn;



•

identify the old notes to be withdrawn, including the certificate number or numbers and principal amount of the old notes, or, in the case of old notes transferred by book-entry transfer, the name and number of the account at DTC to be credited;



•

be signed by the holder in the same manner as the original signature on the letter of transmittal by which old notes were tendered, including any required signature guarantees, or be accompanied by a bond power in the name of the person withdrawing the tender, in satisfactory form as determined by us in our sole discretion, executed by the registered holder, with the signature guaranteed by a medallion signature guarantor, together with the other documents required upon transfer by the indenture; and



•

specify the name in which the old notes are to be re-registered, if different from the person who deposited the old notes.

        All questions as to the validity, form and eligibility, including time of receipt, of the notices will be determined by us, in our sole discretion. Any old notes withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer and will be returned to the holder without cost as promptly after withdrawal. Properly withdrawn old notes may be retendered following the procedures described under "—Procedures for Tendering Old Notes" at any time on or before the expiration date.

The Exchange Agent; Assistance

        The Bank of New York Trust Company, N.A. is the exchange agent. All tendered old notes, executed letters of transmittal and other related documents should be directed to the exchange agent. Questions and requests for assistance and requests for additional copies of the prospectus, the letter of transmittal and other related documents should be addressed to the exchange agent as follows:

        By Hand or Overnight Courier and by Registered or Certified Mail:

The Bank of New York Trust Company, N.A.
c/o The Bank of New York
101 Barclay Street, 7E
Corporate Trust Operations
Reorganization Unit
New York, New York 10286

        By Facsimile (for eligible institutions only):

(212) 298-1915
Attention:                                     
Confirm by Telephone: (      )       -        

        For information, call:

(      )       -        

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Fees and Expenses

        We will bear the expenses of soliciting old notes for exchange. The principal solicitation is being made by mail by the exchange agent. Additional solicitation may be made by telephone, facsimile or in person by officers and regular employees of our company and our affiliates and by persons so engaged by the exchange agent.

        We will pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its reasonable out-of-pocket expenses in connection with its services and pay other registration expenses, including fees and expenses of the trustee under the indenture, filing fees, blue sky fees and printing and distribution expenses.

        We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptance of the exchange offer.

        We will pay all transfer taxes, if any, applicable to the exchange of old notes under the exchange offer. If, however, a transfer tax is imposed for any reason other than the exchange of old notes under the exchange offer, then the amount of those transfer taxes, whether imposed on the registered holder or any other persons, will be payable by the tendering holder. If satisfactory evidence of payment of those taxes or exemption is not submitted with the letter of transmittal, the amount of those transfer taxes will be billed directly to the tendering holder.

Accounting Treatment

        The new notes will be recorded at the same carrying value as the old notes, as reflected in our accounting records on the date of the exchange. Accordingly, we will recognize no gain or loss for accounting purposes. The expenses of the exchange offer will be amortized over the term of the new notes.

Consequences of Not Exchanging Old Notes

        As a result of this exchange offer, we will have fulfilled most of our obligations under the registration rights agreement. Holders who do not tender their old notes, except for limited instances involving the initial purchasers or holders of old notes who are not eligible to participate in the exchange offer or who do not receive freely transferable new notes under the exchange offer, will not have any further registration rights under the registration rights agreement or otherwise and will not have rights to receive additional interest. Accordingly, any holder who does not exchange its old notes for new notes will continue to hold the untendered old notes and will be entitled to all the rights and subject to all the limitations applicable under the indenture, except to the extent that the rights or limitations, by their terms, terminate or cease to have further effectiveness as a result of the exchange offer.

        Any old notes that are not exchanged for new notes under the exchange offer will remain restricted securities within the meaning of the Securities Act. In general, the old notes may be resold only:

•

to us or any of our subsidiaries;



•

inside the United States to a "qualified institutional buyer" in compliance with Rule 144A under the Securities Act;



•

inside the United States to an institutional "accredited investor," as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, or an "accredited investor" that, prior to the transfer, furnishes or has furnished on its behalf by a U.S. broker-dealer to the trustee under the indenture a signed letter containing various representations and agreements relating to the

77

restrictions on transfer of the new notes, the form of which letter can be obtained from the trustee;

•

outside the United States in compliance with Rule 904 under the Securities Act;



•

in reliance on the exemption from registration provided by Rule 144 under the Securities Act, if available; or



•

under an effective registration statement under the Securities Act.

        Each accredited investor that is not a qualified institutional buyer and that is an original purchaser of any of the old notes from the initial purchasers will be required to sign a letter confirming that it is an accredited investor under the Securities Act and that it acknowledges the transfer restrictions summarized above.

Resale of the New Notes

        We are making the exchange offer in reliance on the position of the staff of the Commission as set forth in interpretive letters addressed to third parties in other transactions. However, we have not sought our own interpretive letter. Although there has been no indication of any change in the staff's position, we cannot assure you that the staff of the Commission would make a similar determination with respect to the exchange offer as it has in its interpretive letters to third parties. Based on these interpretations by the staff, and except as provided below, we believe that new notes may be offered for resale, resold and otherwise transferred by a holder who participates in the exchange offer and is not a broker-dealer without further compliance with the registration and prospectus delivery provisions of the Securities Act. In order to receive new notes that are freely tradeable, a holder must acquire the new notes in the ordinary course of its business and may not participate, or have any arrangement or understanding with any person to participate, in the distribution, within the meaning of the Securities Act, of the new notes. Holders wishing to participate in the exchange offer must make the representations described in "—Procedures for Tendering Old Notes" above.

        Any holder of old notes:

•

who is our "affiliate," as defined in Rule 405 under the Securities Act;



•

who did not acquire the new notes in the ordinary course of its business;



•

who is a broker-dealer that purchased old notes from us to resell them under Rule 144A of the Securities Act or any other available exemption under the Securities Act; or



•

who intends to participate in the exchange offer for the purpose of distributing, within the meaning of the Securities Act, new notes;

will be subject to separate restrictions. Each holder in any of the above categories:

•

will not be able to rely on the interpretations of the staff of the Securities Act in the above-mentioned interpretive letters;



•

will not be permitted or entitled to tender old notes in the exchange offer; and



•

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or other transfer of old notes, unless the sale is made under an exemption from such requirements.

        In addition, if you are a broker-dealer holding old notes acquired for your own account, then you may be deemed a statutory "underwriter" within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of your new notes. Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it acquired the old notes for its own account as a result of market-making

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activities or other trading activities and must agree that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those new notes. The letter of transmittal states that, by making the above acknowledgment and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        Based on the position taken by the staff of the Commission in the interpretive letters referred to above, we believe that "participating broker-dealers," or broker-dealers that acquired old notes for their own accounts, as a result of market-making or other trading activities, may fulfill their prospectus delivery requirements with respect to the new notes received upon exchange of old notes, other than old notes that represent an unsold allotment from the original sale of the old notes, with a prospectus meeting the requirements of the Securities Act, which may be the prospectus prepared for an exchange offer so long as it contains a description of the plan of distribution with respect to the resale of the new notes. Accordingly, this prospectus, as it may be amended or supplemented, may be used by a participating broker-dealer during the period referred to below in connection with resales of new notes received in exchange for old notes where the old notes were acquired by the participating broker-dealer for its own account as a result of market-making or other trading activities. Subject to the provisions of the registration rights agreement, we have agreed that this prospectus may be used by a participating broker-dealer in connection with resales of the new notes. See "Plan of Distribution." However, a participating broker-dealer that intends to use this prospectus in connection with the resale of new notes received in exchange for old notes pursuant to the exchange offer must notify us, or cause us to be notified, on or before the expiration date of the exchange offer, that it is a participating broker-dealer. This notice may be given in the space provided for that purpose in the letter of transmittal or may be delivered to the exchange agent at the address set forth under "—The Exchange Agent; Assistance." Any participating broker-dealer that is our "affiliate" may not rely on these interpretive letters and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

        Each participating broker-dealer that tenders old notes pursuant to the exchange offer will be deemed to have agreed, by execution of the letter of transmittal, that upon receipt of notice from us of the occurrence of any event or the discovery of any fact that makes any statement contained in this prospectus untrue in any material respect or that causes this prospectus to omit to state a material fact necessary in order to make the statements contained in this prospectus, in light of the circumstances under which they were made, not misleading or of the occurrence of other events specified in the registration rights agreement, the participating broker-dealer will suspend the sale of new notes pursuant to this prospectus until we have amended or supplemented this prospectus to correct the misstatement or omission and have furnished copies of the amended or supplemented prospectus to the participating broker-dealer or we have given notice that the sale of the new notes may be resumed, as the case may be.

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DESCRIPTION OF NOTES

General

        The old notes were offered and issued as part of the financing that was used to redeem and purchase the equity interests in the CasaBlanca Resorts not owned by Robert A. Black, Sr. or his affiliates and a minority owner, to refinance existing indebtedness and to pay fees and expenses. The issuance of the notes occurred simultaneously with, and was contingent upon, the consummation of the other Transactions. Certain provisions of the Senior Secured Notes and the Senior Subordinated Notes are summarized below under "Description of Senior Secured Notes" and "Description of Senior Subordinated Notes."

        You can find the definitions of certain terms used in this Description of Notes under "Description of Senior Secured Notes—Certain Definitions" and "Description of Senior Subordinated Notes—Certain Definitions" and throughout this Description of Notes, the Description of Senior Secured Notes and the Description of Senior Subordinated Notes.

Issuers

        As used in the "Description of Senior Secured Notes" and the "Description of Senior Subordinated Notes," all references to the "Issuers" mean Virgin River Casino Corp., a Nevada corporation, RBG, LLC, a Nevada limited liability company, and B & B B, Inc., a Nevada corporation, jointly and severally as co-issuers of the Notes, and their respective successors in accordance with the terms of the applicable Indenture, and not any of their respective subsidiaries.

        The notes are joint and several obligations of each of the Issuers. However, none of the Issuers, individually, has sufficient cash flow to service the Notes or assets that exceed the aggregate principal amount of the Notes. The Obligations of each Issuer under the Indentures and the Notes shall be limited, if and only if to the extent necessary, taking into account the reimbursement obligation described in this paragraph, so that the limitation would prevent the full amount of the Obligations under the Indentures and the Notes from rendering such Issuer's Obligations thereunder subject to avoidance as a fraudulent obligation under any law permitting avoidance of fraudulent transfers, conveyances or obligations. To prevent the Obligations of an Issuer under the Notes being subject to avoidance as a fraudulent obligation, each of the Indentures will provide that the Obligations under such Indenture and the Notes will be allocated among each of the Issuers, pro rata, based on their respective asset book values as of the Issue Date. Each Issuer will agree in the Indentures to be responsible for its pro rata share of such Obligations and to reimburse the other Issuers to the extent that any Issuer pays more than its pro rata share of such Obligations. The allocation among Issuers of their Obligations as set forth in this paragraph shall not be construed in any way to limit the liability of any Issuer under the Indentures or the Notes, except solely to the extent necessary to prevent avoidance of the debt as a fraudulent transfer.

Senior Secured Credit Facility

        The Issuers entered into the $15.0 million senior secured credit facility concurrently with the closing of the old notes offering. The senior secured credit facility is secured by substantially the same assets as those securing the Issuers' and the Guarantors' Obligations under the Senior Secured Note Indenture, the Senior Secured Notes and the Senior Secured Note Guarantees. The relative priorities of the security interests granted in the Issuers' and the Guarantors' assets pursuant to the Senior Secured Note Indenture and the Credit Agreement are governed by an intercreditor agreement, more fully described below under "—Intercreditor Agreement."

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Intercreditor Agreement

        Concurrently with the closing of the old notes offering and the senior secured credit facility, the Issuers, the Guarantors party to the senior secured credit facility, the lenders under the senior secured credit facility and the Trustee, on behalf of the Holders of the Senior Secured Notes, entered into an intercreditor agreement (the "Intercreditor Agreement"), which defines the rights of the lenders under the senior secured credit facility in relation to the rights of the Trustee and the Holders of the Senior Secured Notes with respect to the Senior Secured Note Collateral.

        The Intercreditor Agreement provides that the Liens securing the Senior Secured Notes and the Senior Secured Note Guarantees are subordinated to the Liens securing the principal amount of indebtedness of up to $15.0 million (plus related interest, fees, indemnities, costs and expenses) under the senior secured credit facility.

        The Trustee's ability to exercise rights and remedies in respect of the Senior Secured Note Collateral also is subject to the terms of the Intercreditor Agreement. Under the Intercreditor Agreement, if the Senior Secured Notes become due and payable prior to the stated maturity thereof for any reason or are not paid in full at the stated maturity thereof at a time during which Indebtedness under the senior secured credit facility has not been fully paid, the Trustee, as collateral agent under the Senior Secured Note Collateral Agreements, will only have the right to foreclose upon any Senior Secured Note Collateral that also secures the obligations under the senior secured credit facility if the lenders under the senior secured credit facility (with or without the lenders under the senior secured credit facility taking part in any such foreclosure) either (i) fail to take steps to exercise remedies with respect to or in connection with such collateral within 120 days following notice to such lenders of the occurrence of an Event of Default under the Senior Secured Note Indenture or (ii) fail to continue to pursue any such exercise of remedies while such Event of Default is then continuing and no insolvency proceeding is pending. The Intercreditor Agreement prevents the Trustee, as collateral agent under the Senior Secured Note Collateral Agreements, and the Holders of the Senior Secured Notes from pursuing remedies with respect to collateral in all other instances during which indebtedness under the senior secured credit facility has not been fully paid, including during any insolvency proceeding. The Intercreditor Agreement provides that the net proceeds from any disposition of the shared collateral will first be applied to repay Indebtedness outstanding under the senior secured credit facility in a principal amount of up to $15.0 million (plus related interest, fees, indemnities, costs and expenses), and thereafter to repay all of the Issuers' and the Guarantors' Obligations under the Senior Secured Note Indenture, the Senior Secured Notes and the Senior Secured Note Guarantees.

DESCRIPTION OF SENIOR NOTES

        The old senior notes were, and the new senior notes will be, issued under an indenture, dated as of the Issue Date (the "Senior Secured Note Indenture"), among the Issuers, the Guarantors and The Bank of New York Trust Company, N.A., as trustee (the "Trustee"). The old senior notes and the new senior notes are together referred to as the "Senior Secured Notes." The terms of the Senior Secured Notes include those stated in the Senior Secured Note Indenture and those made a part of the Senior Secured Note Indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").

        The Description of Notes, this Description of Senior Secured Notes and the sections "Registration Rights; Liquidated Damages" and "Book Entry Procedures, Delivery, Form, Transfer and Exchange" summarize certain provisions of the Senior Secured Note Indenture, the Registration Rights Agreement, the Intercreditor Agreement and the Senior Secured Note Collateral Agreements. Such summaries do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the Senior Secured Note Indenture, the Registration Rights

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Agreement, the Intercreditor Agreement, the Senior Secured Note Collateral Agreements and terms made a part of the Senior Secured Note Indenture by reference to the Trust Indenture Act. The Issuers urge you to read the Senior Secured Note Indenture, the Registration Rights Agreement, the Intercreditor Agreement, the Senior Secured Note Collateral Agreements and the Trust Indenture Act because they, and not this description, define your rights as a holder of Senior Secured Notes. Wherever particular provisions of the Senior Secured Note Indenture, the Registration Rights Agreement, the Intercreditor Agreement, the Senior Secured Note Collateral Agreements and the Trust Indenture Act are referred to in this Description of Senior Secured Notes or elsewhere in this prospectus, such provisions are incorporated by reference as part of the statements made, and such statements are qualified in their entirety by such reference. Copies of the Senior Secured Note Indenture, the Registration Rights Agreement, the Intercreditor Agreement and the Senior Secured Note Collateral Agreements are available from the Issuers as described below under the section of this prospectus entitled "Available Information."

        You can find the definitions of certain terms used in this Description of Senior Secured Notes under "Certain Definitions" and throughout the Description of Notes, this Description of Senior Secured Notes and the sections "Registration Rights; Liquidated Damages" and "Book Entry Procedures, Delivery, Form, Transfer and Exchange."

Brief Description of the Senior Secured Notes and the Senior Secured Note Guarantees

The Senior Secured Notes

        The Senior Secured Notes are:

•

the Issuers' general obligations;



•

ranked pari passu in right of payment with all of the Issuers' existing and future senior Indebtedness;



•

ranked senior in right of payment to all of the Issuers' existing and future Subordinated Indebtedness, including the Senior Subordinated Notes;



•

unconditionally guaranteed by the Guarantors on a senior secured basis; and



•

secured by a security interest in substantially all of the Issuers' existing and future assets and the Equity Interests owned by Robert R. Black, Sr. and his Affiliate in the Issuers, in each case, subject to some exceptions and limitations, as described below under "Senior Secured Note Collateral."

        The Senior Secured Notes were and will be issued in fully registered form only, without coupons, in denominations of $1,000 and integral multiples of $1,000.

        The term "Subsidiaries" as used in this Description of Senior Secured Notes does not include Unrestricted Subsidiaries. On the Issue Date, none of the Subsidiaries will be Unrestricted Subsidiaries. However, under the circumstances described below under "Certain Definitions—Unrestricted Subsidiaries," the Issuers will be able to designate current or future Subsidiaries as Unrestricted Subsidiaries. Unrestricted Subsidiaries will not be subject to the restrictive covenants set forth in the Senior Secured Note Indenture.

The Senior Secured Note Guarantees

        The Senior Secured Notes will be jointly and severally, irrevocably and unconditionally, guaranteed (the "Senior Secured Note Guarantees") on a senior secured basis by each of the Issuers' present and future Subsidiaries, as set forth under "—Guarantors" below (the "Guarantors"). On the Issue Date, the Issuers will not have any Foreign Subsidiaries.

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        The Senior Secured Note Guarantees are:

•

the Guarantors' general obligations;



•

ranked pari passu in right of payment with all of the Guarantors' existing and future senior Indebtedness;



•

ranked senior in right of payment to all of the Guarantors' existing and future Subordinated Indebtedness, including the Senior Subordinated Note Guarantees; and



•

secured by a security interest in substantially all of the Guarantors' existing and future assets, subject to some exceptions and limitations, as described below under "Senior Secured Note Collateral."

        The obligations of each Guarantor under its Senior Secured Note Guarantee, however, are limited in a manner intended to avoid it being deemed a fraudulent conveyance under applicable law. For a discussion of some of the bankruptcy limitations and other risks related to the Senior Secured Note Guarantees, see "Risk Factors—Risks Related to this Offering and the Notes—Fraudulent Transfer."

Senior Secured Note Collateral

        The Senior Secured Notes and the Senior Secured Note Guarantees, respectively, are secured by a security interest in substantially all of the Issuers' and the Guarantors' existing and future assets, in each case, subject to some exceptions and limitations described below.

        The Senior Secured Note Collateral include, without limitation, all of the respective existing and future interests of the Issuers and the Guarantors in the following:

•

the land-based facilities and related amenities comprising the CasaBlanca Hotel, Casino, Golf and Spa, the Oasis Resort, Casino, Golf & Spa and the Virgin River Hotel, Casino & Bingo, including without limitation all leased property related thereto;



•

the land-based facilities and related amenities comprising the Mesquite Star Hotel & Casino, including without limitation all leased property related thereto;



•

all owned real property and leasehold interests in all leased real property and all additions and improvements to real property (other than any such property and interests that are Excluded Assets);



•

substantially all furniture, fixtures and equipment, inventory, accounts receivable, contract rights and other general intangibles, trademarks and trade names;



•

all agreements, licenses and permits, other than Gaming Licenses and others constituting Excluded Assets;



•

deposit accounts and cash that is deposited in such accounts;



•

the Equity Interests of the Guarantors;



•

the Equity Interests owned by Robert R. Black, Sr. and his Affiliate (the "Parent Pledgors") in the Issuers, which pledges will be subject to the prior pledge of 33¹/3% of the Equity Interests owned by the Parent Pledgors in the Issuers to secure the Convertible Promissory Note (see "—Pledges of Issuers' Equity Interests" below);



•

all other existing and future assets of the Issuers and the Guarantors that do not constitute Excluded Assets; and



•

all proceeds and products of any of the foregoing.

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Excluded Assets

        The Senior Secured Note Collateral does not include:

•

the land-based facilities and related amenities comprising the Oasis Recreational Facility, including without limitation all leased property related thereto;



•

all owned real property and leasehold interests in the Land Behind Mesquite Star, the Ella Kay Land and the Truck Parking and all additions and improvements to such real property;



•

cash and Cash Equivalents to the extent set forth under the definition of "Excluded Assets" (as defined under "—Certain Definitions");



•

assets securing only FF&E Financing, Purchase Money Indebtedness or Capital Lease Obligations permitted to be incurred under the Senior Secured Note Indenture;



•

Gaming Licenses;



•

any assets, agreements, leases, permits or licenses or other assets or property that cannot be subjected to a Lien under the Senior Secured Note Collateral Agreements without the consent of third parties (including any governmental authority) and such consent has not been obtained after the Issuers have used commercially reasonable efforts to try to obtain such consent;



•

interests of third parties in the CasaBlanca and Oasis timeshare units; or



•

the other assets described in the definition of "Excluded Assets;"

provided, however, that "Excluded Assets" does not include any proceeds or products of any of the foregoing unless those proceeds or products are a type of asset that would constitute an Excluded Asset.

Some Limitations on Senior Secured Note Collateral

        The security interests in the Senior Secured Note Collateral also are subject to the following limitations:

•

The assets securing the Senior Secured Notes and the Senior Secured Note Guarantees also will secure up to $15.0 million principal amount of borrowings (plus related interest, fees, indemnities, costs and expenses) under the Credit Agreement.



•

Pursuant to the Intercreditor Agreement, the security interests securing the Senior Secured Notes and the Senior Secured Note Guarantees are contractually subordinated to the security interests securing up to $15.0 million principal amount of borrowings (plus related interest, fees, indemnities, costs and expenses) under, and guarantees of such borrowings under, the Credit Agreement, and the Trustee's ability to exercise rights and remedies with respect to the Senior Secured Note Collateral are subject to the terms of the Intercreditor Agreement.



•

The Trustee will not have possession (if certificated) of the Equity Interests of the Guarantors or the Equity Interests owned by the Parent Pledgors in the Issuers (even though such Equity Interests will constitute Senior Secured Note Collateral), so long as such Equity Interests also secure the Credit Agreement. As a result, so long as such Equity Interests also secure the Credit Agreement, the Trustee (although it will have a perfected security interest in such Equity Interests) will not be able to take possession of such Equity Interests upon the occurrence of an Event of Default.



•

In addition, the Trustee will not have a perfected security interest in certain other portions of the Senior Secured Note Collateral—including deposit accounts—that consist of assets that are not perfected by filing a UCC financing statement, or that require that the Issuers or any

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Guarantor, as applicable, cause the Trustee to obtain "control" (as defined in the Uniform Commercial Code) or possession of such assets (and, after commercially reasonable efforts, the Issuers or such Guarantor, as applicable, are unable to cause the Trustee to obtain such control or possession).

•

With respect to some of the Senior Secured Note Collateral, the Trustee's ability to foreclose on and sell such Senior Secured Note Collateral also will be limited by the need to obtain third party consents, including under applicable gaming laws, which generally require that persons who own or operate a gaming business or own equity securities of a gaming licensee or purchase, possess or sell gaming equipment hold a valid gaming license.



•

The Senior Secured Note Collateral is subject to the rights and interests (as such rights and interests may exist from time to time) of: (i) the third-party real property owners in the Oasis timeshare units; (ii) the third-party holders of membership interests in the CasaBlanca timeshare units; and (iii) other parties' rights and interests in the CasaBlanca's and Oasis' facilities based on reciprocating or other timesharing agreements with properties other than the CasaBlanca and the Oasis. The rights and interests of such parties and holders include, but may not be limited to, the right to use and/or occupy the CasaBlanca and Oasis timeshare units and facilities.



•

In addition, to the extent that any of the Senior Secured Note Collateral is subject to any other Permitted Liens, the security interests securing the Senior Secured Notes and the Senior Secured Note Guarantees will not be the exclusive Lien on such Senior Secured Note Collateral, and some or all of these Permitted Liens may be prior to the Liens granted to the Trustee for the benefit of the Holders of the Senior Secured Notes.



•

For additional information on these and other limitations with respect to the Senior Secured Note Collateral and the security interests in the Senior Secured Note Collateral, see "—Intercreditor Agreement" and "—Credit Agreement" above and "Risk Factors—Risks Related to this Offering and the Notes."

Pledges of Issuers' Equity Interests

        Robert R. Black, Sr. and his Affiliate will pledge the Equity Interests owned by them in the Issuers to the Trustee for the benefit of the Holders to secure the Issuers' Obligations under the Senior Secured Note Indenture and the Senior Secured Notes. Such pledges are subject to the prior pledge of 33¹/3% of the Equity Interests owned by the Parent Pledgors in the Issuers to secure the Convertible Promissory Note and the other limitations described above under "—Some Limitations on Senior Secured Note Collateral."

Collateral Agreements

        The Issuers and the Guarantors will enter into such agreements (including, without limitation, security and pledge agreements, mortgages, deeds of trust and certain other collateral assignment agreements (collectively, the "Senior Secured Note Collateral Agreements") as are necessary to provide for the grant of a security interest in or pledge of the Senior Secured Note Collateral to the Trustee, as collateral agent for the benefit of the Holders of the Senior Secured Notes. Such pledges and security interests secure the payment and performance when due of all of the Obligations of the Issuers and the Guarantors under the Senior Secured Note Indenture, the Senior Secured Notes, the Senior Secured Note Guarantees and the Senior Secured Note Collateral Agreements.

Release of Senior Secured Note Collateral

        Upon the full and final payment and performance of all the Issuers' and the Guarantors' Obligations under the Senior Secured Note Indenture, the Senior Secured Notes and the Senior

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Secured Note Guarantees, the Senior Secured Note Collateral Agreements will terminate, and the Liens granted under the Senior Secured Note Collateral Agreements on the Senior Secured Note Collateral will be released. In addition, the Trustee shall release from the Lien created by the Senior Secured Note Indenture and the Senior Secured Note Collateral Agreements:

•

Senior Secured Note Collateral that is sold, transferred, disbursed or otherwise disposed of in accordance with the provisions of the Senior Secured Note Indenture, the Senior Secured Note Collateral Agreements and the Intercreditor Agreement; provided that the Trustee, as collateral agent, will not release such liens in the event that the transaction is subject to the covenant "—Limitation on Merger, Sale or Consolidation" and provided further that all products and proceeds of the Senior Secured Note Collateral so sold, transferred, disbursed or otherwise disposed of shall continue to constitute Senior Secured Note Collateral;



•

Senior Secured Note Collateral that is released with the consent of the Holders of 66²/3% of the aggregate principal amount of the outstanding Senior Secured Notes as provided under "—Amendments, Supplements and Waivers;"



•

all Senior Secured Note Collateral upon defeasance of the Senior Secured Note Indenture in accordance with the provisions under "—Legal Defeasance and Covenant Defeasance" or discharge of the Senior Secured Note Indenture in accordance with the provisions under "—Satisfaction and Discharge;" provided that the funds deposited with the Trustee, in trust, for the benefit of the Holders as required by such provisions shall not be released; and



•

Senior Secured Note Collateral of a Guarantor whose Senior Secured Note Guarantee is released in accordance with the Senior Secured Note Indenture and the Senior Secured Note Collateral Agreements;

provided, in each case, that the Trustee, as collateral agent, has received all documentation required by the Trust Indenture Act in connection therewith.

Principal, Maturity and Interest; Additional Senior Secured Notes

        On the Issue Date, the Issuers issued Senior Secured Notes in an aggregate principal amount of $125.0 million (the "Initial Notes"). The Senior Secured Note Indenture provides, in addition to the $125.0 million aggregate principal amount of Initial Notes being issued on the Issue Date, for the issuance of additional Senior Secured Notes having identical terms and conditions to the Initial Notes (the "Additional Senior Secured Notes"), without the consent of Holders of previously issued Notes, subject to compliance with the terms of the Indentures, including the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock." Interest would accrue on the Additional Senior Secured Notes as set forth in such Additional Senior Secured Notes and in the Senior Secured Note Indenture. Any such Additional Senior Secured Notes would be issued on the same terms as the Initial Notes, would constitute part of the same series of securities as the Initial Notes, would vote together with the Initial Notes as one series on all matters with respect to the Senior Secured Notes and would not be issued with "original issue discount" for United States federal income tax purposes. Except where stated otherwise, all references to Senior Secured Notes herein include the Additional Senior Secured Notes.

        The Senior Secured Notes will mature on January 15, 2012. The Senior Secured Notes will bear interest at 9.000% per annum from the date of issuance or from the most recent date to which interest has been paid or provided for (the "Interest Payment Date"), payable in cash semi-annually in arrears on January 15 and July 15 of each year, commencing July 15, 2005, to the Persons in whose names such Senior Secured Notes are registered at the close of business on the January 1 or July 1 immediately preceding such Interest Payment Date (each, an "Interest Record Date"). Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

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Methods of Receiving Payments on the Senior Secured Notes

        Principal of and premium, if any, and interest (and Liquidated Damages, if any) on the Senior Secured Notes are payable, and the Senior Secured Notes may be presented for registration of transfer or exchange, at the Issuers' office or agency maintained for such purpose, which office or agency shall be maintained in the Borough of Manhattan, The City of New York. Except as set forth below, at the Issuers' option, payment of interest may be made by check mailed to the Holders at the addresses set forth upon the Issuers' registry books (or by wire transfer to the accounts specified by them). See "Book-Entry Procedures, Delivery, Form, Transfer and Exchange—Same Day Settlement and Payment." No service charge will be made for any registration of transfer or exchange of Senior Secured Notes, but the Issuers may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Until otherwise designated by the Issuers, the Issuers' office or agency will be the corporate trust office of the Trustee presently located at the office of the Trustee in the Borough of Manhattan, The City of New York.

Redemption of the Senior Secured Notes

Optional Redemption

        The Issuers do not have the right to redeem any Senior Secured Notes prior to January 15, 2009 (other than with the Net Cash Proceeds of a Qualified Equity Offering, as described below).

        At any time on or after January 15, 2009, the Issuers may redeem the Senior Secured Notes for cash at the Issuers' option, in whole or in part, at any time and from time to time, upon not less than 30 days nor more than 60 days notice to each Holder of Senior Secured Notes, at the following redemption prices (expressed as percentages of the principal amount) if redeemed during the 12-month period commencing January 15 of the years indicated below, in each case together with accrued and unpaid interest (and Liquidated Damages, if any) thereon to the date of redemption of the Senior Secured Notes (the "Redemption Date"):

Year	Percentage
2009	104.500	%
2010	102.250	%
2011 and thereafter	100.000	%

        At any time on or prior to January 15, 2008, upon a Qualified Equity Offering, up to 35% of the aggregate principal amount of the Senior Secured Notes originally issued pursuant to the Senior Secured Note Indenture may be redeemed at the Issuers' option within 90 days of such Qualified Equity Offering, on not less than 30 days, but not more than 60 days, notice to each Holder of Senior Secured Notes to be redeemed, with cash received by the Issuers from the Net Cash Proceeds of such Qualified Equity Offering, at a redemption price equal to 109.000% of the principal amount thereof, together with accrued and unpaid interest (and Liquidated Damages, if any) thereon to the Redemption Date; provided, however, that immediately following such redemption not less than 65% of the aggregate principal amount of the Senior Secured Notes originally issued pursuant to the Senior Secured Note Indenture on the Issue Date remain outstanding.

        If the Redemption Date is on or after an Interest Record Date, and on or before the associated Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any) due on such Interest Payment Date will be paid to the Person in whose name a Senior Secured Note is registered at the close of business on such Interest Record Date.

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Regulatory Redemption

        If any Gaming Authority requires that a Holder or beneficial owner of Senior Secured Notes must be licensed, qualified or found suitable under any applicable Gaming Law and such Holder or beneficial owner fails to apply for a license, qualification or a finding of suitability within 30 days after being requested to do so by the Gaming Authority (or such lesser period that may be required by such Gaming Authority), or if such Holder or such beneficial owner is not so licensed, qualified or found suitable, the Issuers shall have the right, at the Issuers' option, (1) to require such Holder or beneficial owner to dispose of such Holder's or beneficial owner's Senior Secured Notes within 30 days of receipt of notice of such finding by the applicable Gaming Authority or such earlier date as may be ordered by such Gaming Authority or (2) to call for the redemption (a "Regulatory Redemption") of the Senior Secured Notes of such Holder or beneficial owner at the principal amount thereof or, if required by such Gaming Authority, the lesser of (a) the price at which such Holder or beneficial owner acquired the Senior Secured Notes, and (b) the fair market value of such Senior Secured Notes on the date of redemption, together with, in either case, accrued and unpaid interest (and, if permitted by such Gaming Authority, Liquidated Damages) to the earlier of the date of redemption or such earlier date as may be required by such Gaming Authority or the date of the finding of unsuitability by such Gaming Authority, which may be less than 30 days following the notice of redemption, if so ordered by such Gaming Authority. The Issuers shall notify the Trustee in writing of any such redemption as soon as practicable and the redemption price of each Senior Secured Note to be redeemed.

        The Holder or beneficial owner applying for a license, qualification or a finding of suitability must pay all costs of the licensure and investigation for such qualification or finding of suitability. Under the Senior Secured Note Indenture, the Issuers are not required to pay or reimburse any Holder of the Senior Secured Notes or beneficial owner who is required to apply for such license, qualification or finding of suitability for the costs of the licensure and investigation for such qualification or finding of suitability. Such expense will, therefore, be the obligation of such Holder or beneficial owner. See "Risk Factors—Risks Related to this Offering and the Notes—Required Regulatory Redemption."

Mandatory Redemption

        The Senior Secured Notes do not have the benefit of any sinking fund and the Issuers are not required to make any mandatory redemption payments with respect to the Senior Secured Notes.

Selection and Notice

        In the case of a partial redemption, the Trustee shall select the Senior Secured Notes or portions thereof for redemption on a pro rata basis, by lot or in such other manner it deems appropriate and fair. The Senior Secured Notes may be redeemed in part in multiples of $1,000 only.

        Notice of any redemption will be sent, by first class mail, at least 30 days and not more than 60 days prior to the Redemption Date to the Holder of each Senior Secured Note to be redeemed to such Holder's last address as then shown in the registry books of the Issuers' registrar. Any notice which relates to a Senior Secured Note to be redeemed in part only must state the portion of the principal amount of such Senior Secured Note to be redeemed and must state that on and after the Redemption Date, upon surrender of such Senior Secured Note, a new Senior Secured Note or Senior Secured Notes in a principal amount equal to the unredeemed portion thereof will be issued. On and after the Redemption Date, interest (and Liquidated Damages, if any) will cease to accrue on the Senior Secured Notes or portions thereof called for redemption, unless the Issuers default in the payment thereof.

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Offers to Repurchase the Senior Secured Notes

Repurchase of Senior Secured Notes at the Option of the Holder Upon a Change of Control

        The Senior Secured Note Indenture provides that in the event that a Change of Control has occurred, each Holder of Senior Secured Notes will have the right, at such Holder's option, pursuant to an offer by the Issuers (subject only to conditions required by applicable law, if any) (the "Change of Control Offer"), to require the Issuers to repurchase all or any part of such Holder's Senior Secured Notes (provided, that the principal amount of such Senior Secured Notes must be $1,000 or an integral multiple thereof) at a cash price equal to 101% of the principal amount thereof (the "Change of Control Purchase Price"), together with accrued and unpaid interest (and Liquidated Damages, if any) to the Change of Control Purchase Date (as defined below).

        In order to effect the Change of Control Offer, the Issuers shall, not later than the 30th day after the occurrence of the Change of Control, mail to each Holder of Senior Secured Notes notice of the Change of Control Offer (the "Change of Control Notice"), describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes on a date (the "Change of Control Purchase Date") that is no earlier than 30 days and no later than 60 days after the date that the Change of Control Notice is mailed, pursuant to the procedures required by the Senior Secured Note Indenture and described in the Change of Control Notice. On the Change of Control Purchase Date, to the extent lawful, the Issuers promptly shall purchase all Senior Secured Notes properly tendered in response to the Change of Control Offer.

        As used herein, a "Change of Control" means any of the following:

(1)

prior to consummation of an Initial Public Offering, the Existing Stockholders, in the aggregate, shall (A) cease to be entitled, by beneficial ownership of the Voting Equity Interests of the Issuers, contract or otherwise, to elect or designate for election a majority of the Board of Directors of each of the Issuers or (B) cease to beneficially own more than 50% of the aggregate voting power of the Voting Equity Interests of each of the Issuers, in each case, whether as a result of issuance of the securities of one or more Issuers, any merger, consolidation, liquidation or dissolution of one or more Issuers, any direct or indirect transfer of securities by the Existing Stockholders or otherwise;



(2)

after the consummation of an Initial Public Offering, (A) any "person" (including any group that is deemed to be a "person") (other than the Existing Stockholders) is or becomes the beneficial owner, directly or indirectly, of more than 35% of the aggregate voting power of the Voting Equity Interests of any of the Issuers, and (B) one or more of the Existing Stockholders beneficially own, directly or indirectly, in the aggregate, a lesser percentage of the aggregate voting power of the Voting Equity Interests of such Issuer than such other person and do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of such Issuer;



(3)

any of the Issuers adopts a plan of liquidation;



(4)

the Continuing Directors cease for any reason to constitute a majority of the Board of Directors then in office of any of the Issuers; or



(5)

any merger or consolidation of any of the Issuers with or into another person or the merger of another person with or into any of the Issuers, or the sale of all or substantially all of the assets (determined on a consolidated basis) of the Issuers to another person (other than, in all such cases, one or more of the Existing Stockholders) other than, with respect to this clause (5), a transaction in which the holders of securities that represented 100% of the aggregate voting power of such Issuer's Voting Equity Interests immediately prior to such transaction own directly or indirectly at least a majority of the aggregate voting power of the

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Voting Equity Interests of the surviving person in such merger or consolidation or the transferee of such assets immediately after such transaction or have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of such transferee or surviving person.

        As used in this covenant, "Person" (including any group that is deemed to be a "Person") has the meaning given by Section 13(d) of the Exchange Act, whether or not applicable.

        On or before the Change of Control Purchase Date, the Issuers will:

(1)

accept for payment Senior Secured Notes or portions thereof properly tendered pursuant to the Change of Control Offer,



(2)

deposit with the paying agent for the Issuers (the "Paying Agent") cash sufficient to pay the Change of Control Purchase Price together with accrued and unpaid interest (and Liquidated Damages, if any) to the Change of Control Purchase Date of all Senior Secured Notes so tendered, and



(3)

deliver to the Trustee the Senior Secured Notes so accepted together with an Officers' Certificate listing the Senior Secured Notes or portions thereof being purchased by the Issuers.

        The Paying Agent promptly will pay each Holder of Senior Secured Notes so accepted an amount equal to the Change of Control Purchase Price together with accrued and unpaid interest (and Liquidated Damages, if any) to the Change of Control Purchase Date and the Trustee promptly will authenticate and deliver to such Holders a new Senior Secured Note equal in principal amount to any unpurchased portion of the Senior Secured Note surrendered. Any Senior Secured Notes not so accepted will be delivered promptly by the Issuers to the Holder thereof. The Issuers publicly will announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.

        The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of the Senior Secured Note Indenture are applicable.

        The occurrence of the events constituting a Change of Control could result in an event of default under the Credit Agreement and under the Issuers' and the Issuers' subsidiaries' other debt instruments. Following such an event of default, the lenders under the Credit Agreement or such other debt instruments would have the right to require the immediate repayment of the indebtedness thereunder in full, and may have the right to require such repayment prior to the Change of Control Purchase Date on which the Issuers would be required to repurchase the Senior Secured Notes.

        The Credit Agreement also provides that the occurrence of a "change of control" (as defined in the Credit Agreement) constitutes an event of default under the Credit Agreement. The definition of "change of control" under the Credit Agreement broader than that in the Senior Secured Note Indenture. Thus, the lenders under the Credit Agreement may be entitled to require repayment of the indebtedness thereunder due to events constituting a "change of control" (as defined therein) without such events constituting a Change of Control for purposes of the Senior Secured Note Indenture. However, such events may constitute an Event of Default under the Senior Secured Note Indenture.

        No assurances can be given that the Issuers will have funds available or otherwise will be able to purchase any Senior Secured Notes upon the occurrence of a Change of Control. The Credit Agreement and the Issuers' and the Subsidiaries' other debt instruments may prohibit or restrict the Issuers from repurchasing any Senior Secured Notes. See "Risk Factors—Risks Related to this Offering and the Notes—Repurchase of Notes Upon Change of Control or Asset Sale."

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        The provisions of the Senior Secured Note Indenture relating to a Change of Control in and of themselves may not afford Holders of the Senior Secured Notes protection in the event of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction involving the Issuers that may adversely affect Holders of the Senior Secured Notes if such transaction is not the type of transaction included within the definition of a Change of Control. A transaction involving the Issuers' management or the Issuers' affiliates likewise will result in a Change of Control only if it is the type of transaction specified by such definition. The existence of the foregoing provisions relating to a Change of Control may or may not deter a third party from seeking to acquire the Issuers in a transaction which constitutes a Change of Control and may or may not discourage or make more difficult the removal of incumbent management.

        The phrase "all or substantially all" of the Issuers' assets will likely be interpreted under applicable state law and will be dependent upon particular facts and circumstances. As a result, there may be a degree of uncertainty in ascertaining whether a sale or transfer of "all or substantially all" of the Issuers' assets has occurred.

        Any Change of Control Offer will be made in compliance with all applicable laws, rules and regulations, including, if applicable, Regulation 14E under the Exchange Act and the rules thereunder and all other applicable federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, the Issuers' compliance or compliance by any of the Guarantors with such laws and regulations shall not in and of itself cause a breach of the Issuers' or their obligations under such covenant.

        If the Change of Control Purchase Date is on or after an Interest Record Date and on or before the associated Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any) due on such Interest Payment Date will be paid to the Person in whose name a Senior Secured Note is registered at the close of business on such Interest Record Date.

        The Issuers will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Senior Secured Note Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Senior Secured Notes validly tendered and not withdrawn under such Change of Control Offer.

Limitation on Sale of Assets and Subsidiary Stock

        The Senior Secured Note Indenture will provide that the Issuers will not and the Guarantors will not, and neither the Issuers nor the Guarantors will permit any of the Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of the Issuers' or their property, business or assets, including by merger or consolidation (in the case of a Guarantor or one of the Subsidiaries), and including any sale or other transfer or issuance of any Equity Interests of any of the Subsidiaries, whether by the Issuers or any of the Subsidiaries or through the issuance, sale or transfer of Equity Interests by any of the Subsidiaries and including any sale-leaseback transaction (any of the foregoing, an "Asset Sale"), unless:

(1)

at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents, and



(2)

the Board of Directors of the applicable Issuer determines in reasonable good faith that such Issuer or such Subsidiary will receive, as applicable, fair market value for such Asset Sale.

        For purposes of clause (1) of the preceding paragraph the following shall be deemed to constitute cash or Cash Equivalents: (a) the amount of any Indebtedness or other liabilities (other than Indebtedness or liabilities that are by their terms subordinated to the Senior Secured Notes and the Senior Secured Note Guarantees) of the Issuers or such Subsidiary that are assumed by the transferee

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of any such assets so long as the documents governing such liabilities provide that there is no further recourse to the Issuers or any of the Subsidiaries with respect to such liabilities and (b) fair market value of any marketable securities, currencies, notes or other obligations received by the Issuers or any such Subsidiary in exchange for any such assets that are converted into cash or Cash Equivalents within 30 days after the consummation of such Asset Sale, provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received.

        Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount"), if used, shall be:

(a)

(i) used to retire Purchase Money Indebtedness secured by the asset which was the subject of the Asset Sale, or (ii) used to retire and permanently reduce Indebtedness incurred under the Credit Agreement; provided, that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount; or



(b)

invested in assets and property (other than notes, bonds, obligations and securities, except in connection with the acquisition of a Person in a Related Business which immediately following such acquisition becomes a Guarantor) which in the reasonable good faith judgment of the applicable Issuer's Board of Directors will immediately constitute or be a part of a Related Business of the Issuers or such Guarantor (if it continues to be a Guarantor) immediately following such transaction (such assets or property, the "Related Business Assets"); or



(c)

any combination of (a) or (b).

        All Net Cash Proceeds from an Event of Loss shall be used as follows: (1) first, the Issuers shall use such Net Cash Proceeds to the extent necessary to rebuild, repair, replace or restore the assets subject to such Event of Loss with comparable assets and (2) then, to the extent any Net Cash Proceeds from an Event of Loss are not used as described in the preceding clause (1), all such remaining Net Cash Proceeds shall be reinvested or used as provided in the immediately preceding clause (a), (b) or (c).

        The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in clauses (a), (b) or (c) of the immediately preceding paragraph and the accumulated Net Cash Proceeds from any Event of Loss not applied as set forth in clause (1) or (2) of the immediately preceding paragraph shall constitute "Excess Proceeds." Pending the final application of any Net Cash Proceeds, the Issuers may temporarily reduce revolving credit borrowings or otherwise invest or use for general corporate purposes the Net Cash Proceeds in any manner that is not prohibited by the Senior Secured Note Indenture; provided, however, that the Issuers may not use the Net Cash Proceeds (x) to make Restricted Payments other than Restricted Payments that are solely Restricted Investments or (y) to make Permitted Investments pursuant to clause (a) of the definition thereof.

        When the Excess Proceeds equal or exceed $5.0 million, the Issuers shall offer to repurchase the Senior Secured Notes, together with any other Indebtedness ranking on a parity with the Senior Secured Notes and with similar provisions requiring the Issuers to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest (and Liquidated Damages, if any) to the Asset Sale Purchase Date (as defined below). In order to effect the Asset Sale Offer, the Issuers shall promptly after expiration of the 360-day period following the Asset Sale that produced such Excess Proceeds mail to each Holder of Senior Secured Notes notice of the Asset Sale

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Offer (the "Asset Sale Notice"), offering to purchase the Senior Secured Notes on a date (the "Asset Sale Purchase Date") that is no earlier than 30 days and no later than 60 days after the date that the Asset Sale Notice is mailed.

        On the Asset Sale Purchase Date, the Issuers shall apply an amount equal to the Excess Proceeds (the "Asset Sale Offer Amount") plus an amount equal to accrued and unpaid interest (and Liquidated Damages, if any) to the purchase of all Indebtedness properly tendered in accordance with the provisions of this covenant (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price together with accrued and unpaid interest (and Liquidated Damages, if any) to the Asset Sale Purchase Date. To the extent that the aggregate amount of Senior Secured Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Issuers may use any remaining Net Cash Proceeds as otherwise permitted by the Senior Secured Note Indenture. Following the consummation of each Asset Sale Offer in accordance with the provisions of this covenant, the Excess Proceeds amount shall be reset to zero.

        Notwithstanding, and without complying with, the provisions of this covenant:

(1)

the Issuers and the Subsidiaries may convey, sell, transfer, assign or otherwise dispose of assets with a fair market value (or that result in gross proceeds) of less than $1.0 million, until the aggregate fair market value and gross proceeds of the transactions excluded from the definition of Asset Sale pursuant to this clause (1) exceed $5.0 million;



(2)

the Issuers and the Subsidiaries may, in the ordinary course of business, (A) exchange gaming equipment or other FF&E for replacement items, (B) convey, sell, transfer, assign or otherwise dispose of inventory and other assets acquired and held for resale in the ordinary course of business and (C) liquidate Cash Equivalents;



(3)

the Issuers and the Subsidiaries may convey, sell, transfer, assign or otherwise dispose of assets pursuant to and in accordance with the covenant "Limitation on Merger, Sale or Consolidation;"



(4)

the Issuers and the Subsidiaries may sell or dispose of damaged, worn out or other obsolete personal property in the ordinary course of business so long as such property is no longer necessary for the proper conduct of the Issuers' business or the business of such Subsidiary, as applicable;



(5)

the Issuers and the Subsidiaries may convey, sell, transfer, assign or otherwise dispose of assets to the Issuers or any of the Guarantors;



(6)

the Issuers and the Subsidiaries may settle, release or surrender tort or other litigation claims in the ordinary course of business or grant Liens not prohibited by the Senior Secured Note Indenture;



(7)

the Issuers and the Subsidiaries may exchange any property or assets for Related Business Assets (as defined above); and



(8)

the Issuers and the Subsidiaries may make Permitted Investments pursuant to clause (d) of the definition thereof and Restricted Investments that are not prohibited by the covenant described under "Limitation on Restricted Payments."

        No assurances can be given that the Issuers will have funds available or otherwise will be able to purchase any Senior Secured Notes upon the occurrence of an Asset Sale. The Credit Agreement and the Issuers' and the Subsidiaries' other debt instruments may prohibit or restrict the Issuers from repurchasing any Senior Secured Notes. See "Risk Factors—Risks Related to this Offering and the Notes—Repurchase of Notes Upon Change of Control or Asset Sale."

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        Any Asset Sale Offer shall be made in compliance with all applicable laws, rules, and regulations, including, if applicable, Regulation 14E of the Exchange Act and the rules and regulations thereunder and all other applicable federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this paragraph, the Issuers' compliance or the compliance of any of the Subsidiaries with such laws and regulations shall not in and of itself cause a breach of the Issuers' obligations under such covenant.

        If the Asset Sale Purchase Date is on or after an Interest Record Date and on or before the associated Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any) due on such Interest Payment Date will be paid to the Person in whose name a Senior Secured Note is registered at the close of business on such Interest Record Date.

Certain Covenants

        The Senior Secured Note Indenture also contains certain covenants including, among others, the following:

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock

        The Senior Secured Note Indenture provides that, except as set forth in this covenant, the Issuers will not and the Guarantors will not, and neither the Issuers nor the Guarantors will permit any of the Subsidiaries to, directly or indirectly, create, issue, assume, guarantee, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness), other than Permitted Indebtedness.

        Notwithstanding the foregoing if:

(1)

no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a pro forma basis to, such incurrence of such Indebtedness, and



(2)

on the date of such incurrence (the "Incurrence Date"), the Issuers' Consolidated Coverage Ratio for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least 2.0 to 1.0 (the "Debt Incurrence Ratio"),

then the Issuers and the Subsidiaries may incur such Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness).

        In addition, the foregoing limitations of the first paragraph of this covenant do not prohibit the incurrence by the Issuers or any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate principal amount incurred and outstanding at any time (plus any Permitted Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $15.0 million (plus related interest, fees, indemnities, costs and expenses), minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale or Event of Loss applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to the covenant "Limitation on Sale of Assets and Subsidiary Stock" or (2) assumed by a transferee in an Asset Sale (such amount of Indebtedness pursuant to the Credit Agreement permitted to be incurred and outstanding pursuant to this paragraph, the "Credit Facility Basket").

        Indebtedness of any Person which is outstanding at the time such Person becomes a Subsidiary (including upon designation of any Unrestricted Subsidiary as a Subsidiary) or is merged with or into or

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consolidated with any of the Issuers or Subsidiaries shall be deemed to have been incurred at the time such Person becomes or is designated as a Subsidiary or is merged with or into or consolidated with any of the Issuers or Subsidiaries, as applicable.

        Notwithstanding any other provision of this covenant, but only to avoid duplication, a guarantee by the Issuers or a Guarantor of the Indebtedness of any of the Issuers or Guarantors incurred in accordance with the terms of the Senior Secured Note Indenture issued at the time such Indebtedness was incurred or if later at the time the guarantor thereof became a Guarantor will not constitute a separate incurrence, or amount outstanding, of Indebtedness.

        Upon each incurrence of Indebtedness, (i) the Issuers may designate pursuant to which provision of this covenant such Indebtedness is being incurred, (ii) the Issuers may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and (iii) such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this covenant, except that all Indebtedness initially outstanding under the Senior Secured Notes, the Senior Secured Note Guarantees and the Senior Secured Note Indenture shall be deemed to have been incurred pursuant to clause (a) of the definition of Permitted Indebtedness.

Limitation on Restricted Payments

        The Senior Secured Note Indenture will provide that the Issuers will not and the Guarantors will not, and neither the Issuers nor the Guarantors will permit any of the Subsidiaries to, directly or indirectly, make any Restricted Payment unless, after giving effect on a pro forma basis to such Restricted Payment:

(1)

no Default or Event of Default shall have occurred and be continuing,



(2)

the Issuers are permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio in the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock," provided, that in calculating the Debt Incurrence Ratio for purposes of this clause (2), Consolidated Fixed Charges shall be calculated as set forth in the final paragraph of the definition of "Consolidated Fixed Charges," and



(3)

the aggregate amount of all Restricted Payments made by the Issuers and the Subsidiaries, including after giving effect to such proposed Restricted Payment, on and after the Issue Date, would not exceed, without duplication, the sum of:



(a)

50% of the Issuers' aggregate Consolidated Net Income for the period (taken as one accounting period), commencing on the first day of the first full fiscal quarter commencing after the Issue Date occurs, to and including the last day of the fiscal quarter ended immediately prior to the date of each such calculation for which the Issuers' consolidated financial statements are required to be delivered to the Trustee or, if sooner, filed with the SEC (or, in the event Consolidated Net Income for such period is a deficit, then minus 100% of such deficit), plus



(b)

the aggregate Net Cash Proceeds received by the Issuers from the sale of the Issuers' Qualified Capital Stock after the Issue Date (other than (i) to one of the Subsidiaries, (ii) to the extent applied in connection with a Qualified Exchange or, to avoid duplication, otherwise given credit for in any provision of this or the following paragraph, (iii) used as consideration to make a Permitted Investment or (iv) issued upon the conversion or exchange of any Indebtedness of the Issuers or the Subsidiaries convertible or exchangeable for the Issuers' Qualified Capital Stock as described in paragraph (c) below), plus

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(c)

the amount by which Indebtedness of the Issuers or the Subsidiaries is reduced on the Issuers' balance sheet upon the conversion or exchange (other than by one of the Subsidiaries) subsequent to the Issue Date of any Indebtedness of the Issuers or the Subsidiaries convertible or exchangeable for the Issuers' Qualified Capital Stock (less the amount of any cash, or the fair market value of any other property, distributed by the Issuers or any of the Subsidiaries upon such conversion or exchange), plus



(d)

except in each case, in order to avoid duplication, to the extent any such payment or proceeds have been included in the calculation of Consolidated Net Income, an amount equal to the net reduction in Investments (other than returns of or from Permitted Investments) in any Person (including an Unrestricted Subsidiary) resulting from:



(i)

cash distributions on or cash repayments of any Investments, including payments of interest on Indebtedness, dividends, repayments of loans or advances, or other distributions or other transfers of assets, in each case to the Issuers or any Subsidiary,



(ii)

the Net Cash Proceeds from the sale of any such Investment, or



(iii)

if such Person is an Unrestricted Subsidiary, the redesignation of such Person as a Subsidiary,

valued in each case as provided in the definition of "Investments," and not to exceed, in each case, the amount of Investments previously made (and that were treated as Restricted Payments) by the Issuers or any Subsidiary in such Person, including, if applicable, such Unrestricted Subsidiary, less the cost of disposition.

        The foregoing clauses (1), (2) and (3) of the immediately preceding paragraph, however, will not prohibit:

(a)

so long as clause (1) above is satisfied, repurchases, redemptions or other retirements or acquisitions of Capital Stock from the Issuers' employees or directors (or their heirs or estates) or employees or directors (or their heirs or estates) of the Subsidiaries upon the death, disability or termination of employment in an aggregate amount pursuant to this clause (a) to all employees or directors (or their heirs or estates) not to exceed (i) $250,000 per fiscal year on and after the Issue Date or (ii) $1.0 million in the aggregate,



(b)

any dividend, distribution or other payments by any of the Subsidiaries on its Equity Interests that is paid pro rata to all holders of such Equity Interests,



(c)

a Qualified Exchange,



(d)

the payment of any dividend on Qualified Capital Stock within 60 days after the date of its declaration if such dividend could have been made on the date of such declaration in compliance with the foregoing provisions,



(e)

the redemption and repurchase of any Equity Interests or Indebtedness of the Issuers or any of the Subsidiaries to the extent required by any Gaming Authority,



(f)

so long as clause (1) above is satisfied, payment of management fees not to exceed, for any fiscal year, 5.0% of the Consolidated EBITDA of the Issuers for the immediately preceding fiscal year,



(g)

with respect to each tax year or portion thereof that an Issuer qualifies as a Flow Through Entity and so long as clause (1) above is satisfied, the payment of Permitted Tax Distributions (whether paid in such tax year or portion thereof, or any subsequent tax

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year) in respect of such Issuer; provided, that (A) prior to the first payment of Permitted Tax Distributions during any particular calendar year such Issuer provides an Officers' Certificate and an Opinion of Counsel reasonably acceptable to the Trustee to the effect that such Issuer and each other Flow Through Entity in respect of which such distributions are being made qualify as Flow Through Entities for United States federal income tax purposes and for the states in respect of which such distributions are being made for such tax year or portion thereof, (B) at the time of such distribution, the most recent audited financial statements of such Issuer for periods including such tax year or portion thereof provided to the Trustee pursuant to the covenant described under the caption "—Reports" provide that such Issuer and each subsidiary of such Issuer in respect of which such distributions are being made was treated as a Flow Through Entity for the period of such financial statements, (C) in the case of the portion, if any, of any Permitted Tax Distribution that is proposed to be distributed for a particular taxable period or portion thereof, which portion of such Permitted Tax Distribution is attributable to a Flow Through Entity that is not a Subsidiary, such portion of such proposed Permitted Tax Distribution shall be limited to the Excess Cash Distribution Amount for Taxes, and (D) the amount of such Permitted Tax Distribution shall not exceed the Available Permitted Tax Distribution, and

(h)

so long as clause (1) above is satisfied, Restricted Payments not otherwise permitted by this covenant in an aggregate amount pursuant to this clause (h) not to exceed $2.5 million.

        The full amount of any Restricted Payment made pursuant to the foregoing clauses (a), (b), (d) and (h) (but not pursuant to clause (c), (e), (f) or (g)) of the immediately preceding sentence, however, will be counted as Restricted Payments made for purposes of the calculation of the aggregate amount of Restricted Payments available to be made referred to in clause (3) of the first paragraph under "Limitation on Restricted Payments."

        For purposes of this covenant, the amount of any Restricted Payment made or returned, if other than in cash, shall be the fair market value thereof, as determined in the reasonable good faith judgment of the applicable Issuer's Board of Directors, unless stated otherwise, at the time made or returned, as applicable.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries

        The Senior Secured Note Indenture will provide that the Issuers will not and the Guarantors will not, and neither the Issuers nor the Guarantors will permit any of the Subsidiaries to, directly or indirectly, incur or suffer to exist any consensual restriction on the ability of any of the Subsidiaries (i) to pay dividends or make other distributions to or on behalf of, (ii) to pay any obligation to or on behalf of, (iii) to otherwise transfer assets or property to or on behalf of, or (iv) to make or pay loans or advances to or on behalf of, the Issuers or any of the Subsidiaries, except:

(1)

restrictions imposed by the Senior Secured Notes, the Senior Secured Note Guarantee or the Senior Secured Note Indenture or by the Issuers' other Indebtedness (which may also be guaranteed by the Guarantors) ranking pari passu with the Senior Secured Notes or the Senior Secured Note Guarantees, as applicable; provided, that such restrictions are no more restrictive in any material respect than those imposed by the Senior Secured Note Indenture and the Senior Secured Notes,



(2)

restrictions imposed by applicable law,



(3)

existing restrictions under Existing Indebtedness,

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(4)

restrictions under (i) any Acquired Indebtedness not incurred in violation of the Senior Secured Note Indenture or (ii) any agreement relating to any business, property or asset (including any Equity Interest) acquired by the Issuers or any of the Subsidiaries, which restrictions in the case of both (i) and (ii) existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Person, other than the Person acquired, or to any property, asset or business, other than the property, assets and business so acquired,



(5)

restrictions imposed by Indebtedness incurred under the Credit Agreement in accordance with the Senior Secured Note Indenture; provided, that such restrictions are no more restrictive in any material respect than those imposed by the Credit Agreement as of the Issue Date,



(6)

restrictions with respect solely to any of the Subsidiaries imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all of the Equity Interests or assets of such Subsidiary; provided, that such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold,



(7)

restrictions on transfer contained in FF&E Financing, Purchase Money Indebtedness or Capitalized Lease Obligations permitted to be incurred pursuant to the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock;" provided, that such restrictions relate only to the transfer of the property acquired with the proceeds of such Indebtedness, and



(8)

in connection with and pursuant to Permitted Refinancing Indebtedness, the replacement of restrictions imposed pursuant to clauses (1), (3), (4) or (7) of this paragraph or this clause (8) that are not more restrictive in any material respect as determined by the Board of Directors of the applicable Issuer in its reasonable good faith judgment than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced.

        Notwithstanding the foregoing, (a) there exist customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice and (b) any asset subject to a Lien which is not prohibited to exist with respect to such asset pursuant to the terms of the Senior Secured Note Indenture may be subject to customary restrictions on the transfer or disposition thereof pursuant to such Lien.

Limitation on Liens Securing Indebtedness

        The Senior Secured Note Indenture provides that the Issuers will not and the Guarantors will not, and neither the Issuers nor the Guarantors will permit any of the Subsidiaries to, create, incur, assume or suffer to exist any Lien of any kind, other than Permitted Liens, upon any of the Issuers' or their respective assets now owned or acquired on or after the Issue Date or upon any income or profits therefrom securing any of the Issuers' Indebtedness or any Indebtedness of any Guarantor.

Limitation on Transactions with Affiliates

        The Senior Secured Note Indenture provides that the Issuers and the Guarantors will not, and neither the Issuers nor the Guarantors will permit any of the Subsidiaries to, on or after the Issue Date, directly or indirectly, sell, lease, transfer or otherwise dispose of any of the Issuers' or their properties or assets to, or purchase any property or assets from, or enter into or suffer to exist any contract, agreement, understanding, loan, advance, guarantee, arrangement or transaction with, or for

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the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), or any series of related Affiliate Transactions (other than Exempted Affiliate Transactions):

(1)

unless it is determined that the terms of such Affiliate Transaction(s) are fair and reasonable to the Issuers, and no less favorable to the Issuers than could have been obtained in an arm's length transaction with a non-Affiliate,



(2)

if involving consideration to either party of $1.0 million or more, unless such Affiliate Transaction(s) has been approved by a majority of the members of the Board of Directors of the applicable Issuer that are disinterested in such transaction (if there are any directors who are so disinterested), and



(3)

if involving consideration to either party of $2.5 million or more (or $1.0 million or more if no members of the Board of Directors of the applicable Issuer are disinterested in such transaction) unless, in addition to complying with clauses (1) and (2) above, the Issuers, prior to the consummation thereof, obtain a written favorable opinion as to the fairness of such transaction(s) to the Issuers from a financial point of view from an independent investment banking firm of national reputation in the United States or, if pertaining to a matter for which such investment banking firms do not customarily render such opinions, an appraisal or valuation firm of national reputation in the United States.

Limitation on Merger, Sale or Consolidation

        The Senior Secured Note Indenture provides that the Issuers will not consolidate with or merge with or into another Person or, directly or indirectly, sell, lease, convey or transfer all or substantially all of the Issuers' assets (such amounts to be computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless:

(1)

either (a) one or more of the Issuers is the surviving Person or Persons or (b) each resulting, surviving or transferee Person is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the Issuers' Obligations in connection with the Senior Secured Notes, the Senior Secured Note Indenture, the Registration Rights Agreement, the Intercreditor Agreement and the Senior Secured Note Collateral Agreements;



(2)

no Default or Event of Default shall exist or shall occur immediately after giving effect to such transaction on a pro forma basis;



(3)

unless such transaction is solely the merger of the Issuers and one of the Issuers' previously existing Wholly Owned Subsidiaries which is also a Guarantor for the purpose of reincorporation into another jurisdiction, and which transaction is not for the purpose of evading this provision and not in connection with any other transaction, immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the resulting, surviving or transferee Person(s) is at least equal to the Issuers' Consolidated Net Worth immediately prior to such transaction;



(4)

unless such transaction is solely the merger of the Issuers and one of the Issuers' previously existing Wholly Owned Subsidiaries which is also a Guarantor for the purpose of reincorporation into another jurisdiction, and which transaction is not for the purpose of evading this provision and not in connection with any other transaction, immediately after giving effect to such transaction on a pro forma basis, the resulting, surviving or transferee Person would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock; "provided, that this clause (4) shall not apply to a transaction which is solely (x) a merger of one or more of the

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Issuers into another Issuer, or (y) a merger of all of the Issuers with and into a newly formed corporation that immediately prior to such merger does not hold any assets, is not liable for any obligations and has not previously engaged in any business activities, in the case of each of clauses (x) and (y), (I) which merger is solely for the purpose of consolidating the Issuers and (II) immediately after giving effect to such transaction on a pro forma basis, the Debt Incurrence Ratio of the resulting, surviving or transferee Person(s) is not less than the Debt Incurrence Ratio of the Issuers immediately prior to such transaction;

(5)

such transaction would not result in the loss or suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with such loss, suspension or material impairment; and



(6)

each Guarantor shall have, if required by the terms of the Senior Secured Note Indenture or the Senior Secured Note Collateral Agreements, confirmed in writing that its Senior Secured Note Guarantee shall apply to the Issuers' Obligations or the Obligations of each resulting, surviving or transferee Person in accordance with the Senior Secured Notes, the Senior Secured Note Indenture, the Registration Rights Agreement and the Senior Secured Note Collateral Agreements.

        In the event of any transaction (other than a lease or transfer of less than all of the Issuers' assets) in accordance with the foregoing in which the Issuers are not the surviving Person, the resulting, surviving or transferee Person shall succeed to and be substituted for, and may exercise every right and power of, the applicable Issuer(s) under the Senior Secured Note Indenture with the same effect as if such resulting, surviving or transferee Person had been named therein as an "Issuer," and the Trustee may require any such Person to ensure, by executing and delivering appropriate instruments and opinions of counsel, that the Trustee continues to hold a Lien, having the same relative priority as was the case immediately prior to such transactions, on all Senior Secured Note Collateral for the benefit of the Holders.

        For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of all or substantially all of the properties and assets of one or more of the Subsidiaries, the Issuers' interest in which constitutes all or substantially all of the Issuers' properties and assets, shall be deemed to be the transfer of all or substantially all of the Issuers' properties and assets.

Limitation on Lines of Business

        The Senior Secured Note Indenture provides that the Issuers will not and the Guarantors will not, and neither the Issuers nor the Guarantors will permit any of the Subsidiaries to, directly or indirectly engage to any substantial extent in any line or lines of business activity other than that which, in the reasonable good faith judgment of the applicable Issuer's Board of Directors, is a Related Business.

Impairment of Security Interests

        The Senior Secured Note Indenture provides that, except as permitted in the Senior Secured Note Indenture, the Intercreditor Agreement and the Senior Secured Note Collateral Agreements, the Issuers will not and the Guarantors will not, and neither the Issuers nor the Guarantors will permit any of the Subsidiaries to, take or omit to take any action that would have the result of materially adversely affecting or impairing the Lien on the Senior Secured Note Collateral in favor of the Trustee for the benefit of the Holders of the Senior Secured Notes.

Guarantors

        The Senior Secured Note Indenture provides that all of the Issuers' present and future Subsidiaries (other than Excluded Foreign Subsidiaries) will (i) jointly and severally guarantee all principal of and

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all premium, if any, and interest (and Liquidated Damages, if any) on the Senior Secured Notes on a senior secured basis, (ii) grant a security interest in and /or pledge the Senior Secured Note Collateral owned by such Subsidiary to secure such Obligations on the terms set forth in the Senior Secured Note Collateral Agreements, and (iii) deliver to the Trustee an Opinion of Counsel that such guarantee and Senior Secured Note Collateral Agreements have been duly authorized, executed and delivered and are valid, binding and enforceable in accordance with their terms.

        Notwithstanding anything herein or in the Senior Secured Note Indenture to the contrary, (i) if any of the Excluded Foreign Subsidiaries that is not a Guarantor guarantees any Indebtedness of the Issuers or any Guarantor, or (ii) the Issuers or any of the Guarantors, individually or collectively, pledges more than 65% of the Voting Equity Interests of a Foreign Subsidiary that is not a Guarantor to a lender to secure the Issuers' Indebtedness or any Indebtedness of any Guarantor, then in the cases described in each of clauses (i) and (ii) such Foreign Subsidiary must become a Guarantor. As of the Issue Date, the Issuers will have no Foreign Subsidiaries, and all Subsidiaries of the Issuers will be Guarantors.

        The Senior Secured Note Indenture provides that no Guarantor will consolidate or merge with or into (whether or not such Guarantor is the surviving Person) another Person unless, subject to the provisions of the following paragraph and the other provisions of the Senior Secured Note Indenture and the Senior Secured Note Collateral Agreements:

(1)

the Person formed by, resulting from or surviving any such consolidation or merger (if other than such Guarantor):



(a)

expressly assumes all the obligations of such Guarantor pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, pursuant to which such Person shall unconditionally guarantee, on a senior secured basis, all of such Guarantor's Obligations under such Guarantor's Senior Secured Note Guarantee, the Senior Secured Note Indenture and the Registration Rights Agreement on the terms set forth in the Senior Secured Note Indenture and grants a security interest and/or pledges the collateral owned by such Person to secure such Obligations on the terms set forth in the Senior Secured Note Collateral Agreements, and



(b)

delivers to the Trustee an Opinion of Counsel that such supplemental indenture and guarantee and the Senior Secured Note Collateral Agreements have been duly authorized, executed and delivered and that each of the supplemental indenture, the guarantee, the Senior Secured Note Indenture, the Registration Rights Agreement and the Senior Secured Note Collateral Agreements constitutes a legal, valid, binding and enforceable obligation of such Person, in each case subject to customary qualifications; and



(2)

immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default shall have occurred or be continuing.

        The provisions of this covenant shall not apply to the merger of any Guarantors with or into each other or with or into the Issuers, provided, however, that such transaction shall otherwise comply with the Senior Secured Note Indenture.

        Upon the sale or disposition (including by merger or sale or transfer of all of the Equity Interests) of a Guarantor (as an entirety) to a Person which is not and is not required to become a Guarantor, or the designation of a Subsidiary as an Unrestricted Subsidiary, which transaction is otherwise in compliance with the Senior Secured Note Indenture (including, without limitation, the provisions of the covenant "Limitations on Sale of Assets and Subsidiary Stock"), such Guarantor will be deemed released from its Obligations under its Senior Secured Note Guarantee, the Registration Rights Agreement and the Senior Secured Note Collateral Agreements; provided, however, that any such

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termination shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any of the Issuers' Indebtedness or any Indebtedness of any other of the Subsidiaries shall also terminate upon such release, sale or transfer and none of its Equity Interests are pledged for the benefit of any holder of any of the Issuers' Indebtedness or any Indebtedness of any of the Subsidiaries.

Limitation on Status as Investment Company

        The Senior Secured Note Indenture prohibits the Issuers, the Guarantors and the Subsidiaries from being required to register as an "investment company" (as that term is defined in the Investment Company Act of 1940, as amended), or from otherwise becoming subject to regulation under the Investment Company Act.

Reports

        The Senior Secured Note Indenture provides that whether or not the Issuers are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Senior Secured Notes are outstanding, the Issuers will deliver to the Trustee and, to each Holder and to prospective purchasers of Senior Secured Notes identified to the Issuers by the Initial Purchaser, within 5 days after the Issuers are or would have been (if the Issuers were subject to such reporting obligations) required to file such with the SEC, (i) annual and quarterly financial statements substantially equivalent to financial statements that would have been required to be contained in a filing with the SEC on Forms 10-K and 10-Q if the Issuers were required to file such Forms, including in each case, Management's Discussion and Analysis of Financial Condition and Results of Operations which would be so required, and including, with respect to annual information only, a report thereon by the Issuers' certified independent public accountants as would be so required, and (ii) all information that would be required to be contained in a filing with the SEC on Form 8-K if the Issuers were required to file such report. From and after the time the Issuers file a registration statement with the SEC with respect to the Senior Secured Notes, the Issuers will file with the SEC the annual, quarterly and other reports which the Issuers are required to file with the SEC at such time as are required to be filed. The Issuers' reporting obligations with respect to clauses (i) and (ii) shall be satisfied in the event the Issuers file such reports with the SEC on EDGAR and deliver a copy of such reports to the Trustee, unless the SEC will not accept such filings.

Events of Default and Remedies

        The Senior Secured Note Indenture defines an "Event of Default" as:

(1)

the Issuers' failure to pay any installment of interest (or Liquidated Damages, if any) on the Senior Secured Notes as and when the same becomes due and payable and the continuance of any such failure for 30 days;



(2)

the Issuers' failure to pay all or any part of the principal of or premium, if any, on the Senior Secured Notes when and as the same becomes due and payable at maturity, redemption, by acceleration or otherwise, including, without limitation, payment of the Change of Control Purchase Price or the Asset Sale Offer Price, on Senior Secured Notes validly tendered and not properly withdrawn pursuant to a Change of Control Offer or Asset Sale Offer, as applicable;



(3)

the Issuers' failure or the failure by any of the Guarantors or any of the Subsidiaries to observe or perform any other covenant or agreement contained in the Senior Secured Notes or the Senior Secured Note Indenture and, except for the provisions under "Repurchase of Senior Secured Notes at the Option of the Holder Upon a Change of Control," "Limitations on Sale of Assets and Subsidiary Stock," "Limitation on Merger, Sale or Consolidation" and

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"Limitation on Restricted Payments," the continuance of such failure for a period of 30 days after the earlier of written notice to the Issuers by the Trustee or written notice to the Issuers and the Trustee by the Holders of at least 25% in aggregate principal amount of the Senior Secured Notes outstanding;

(4)

the cessation of substantially all gaming operations of the Issuers and the Subsidiaries, taken as a whole, for more than 90 days, except as a result of an Event of Loss;



(5)

any revocation, suspension, expiration (without previous or concurrent renewal) or loss of any Gaming License of any of the Issuers or any Subsidiary for more than 90 days;



(6)

certain events of bankruptcy, insolvency or reorganization in respect of the Issuers, any of the Guarantors or any of the Significant Subsidiaries;



(7)

a default occurs (after giving effect to any waivers, amendments, applicable grace periods or any extension of any maturity date) in the Issuers' Indebtedness or the Indebtedness of any of the Subsidiaries with an aggregate amount outstanding in excess of $5.0 million (a) resulting from the failure to pay principal of such Indebtedness at maturity, or (b) if as a result of such default, the maturity of such Indebtedness has been accelerated prior to its stated maturity;



(8)

final unsatisfied judgments not covered by insurance aggregating in excess of $5.0 million, at any one time rendered against the Issuers or any of the Subsidiaries and not stayed, bonded or discharged within 60 days after their entry;



(9)

any Senior Secured Note Guarantee of a Guarantor ceases to be in full force and effect or becomes unenforceable or invalid or is declared null and void (other than in accordance with the terms of the Senior Secured Note Guarantee and the Senior Secured Note Indenture) or any Guarantor denies or disaffirms its Obligations under its Senior Secured Note Guarantee or the Senior Secured Note Collateral Agreements;



(10)

any failure to comply with any material agreement or material covenant in, or any breach of a material representation under, the Senior Secured Note Collateral Agreements and such failure or breach shall continue for a period of 30 days; or



(11)

any of the Senior Secured Note Collateral Agreements at any time for any reason ceases to be in full force and effect, or is declared null and void, or shall cease to be effective in all material respects to give the Trustee, as collateral agent, the Liens with the priority purported to be created thereby (subject to the Intercreditor Agreement) subject to no other Liens (in each case, other than as expressly permitted by the Senior Secured Note Indenture and the applicable Senior Secured Note Collateral Agreement or by reason of the termination of the Senior Secured Note Indenture or the applicable Senior Secured Note Collateral Agreement in accordance with its terms).

        The Senior Secured Note Indenture provides that if a Default occurs and is continuing, the Trustee must, within 90 days after the occurrence of such Default, give to the Holders notice of such Default.

        If an Event of Default occurs and is continuing (other than an Event of Default specified in clause (6) above relating to the Issuers, any of the Guarantors or any of the Issuers' Significant Subsidiaries) then in every such case, unless the principal of all of the Senior Secured Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Senior Secured Notes then outstanding, by notice in writing to the Issuers (and to the Trustee if given by Holders) (an "Acceleration Notice"), may declare all principal thereof and all premium, if any, and accrued and unpaid interest (and Liquidated Damages, if any) thereon to be due and payable immediately. If an Event of Default specified in clause (6), above, relating to the Issuers, any of the Guarantors or any of the Issuers' Significant Subsidiaries occurs, all principal thereof and all premium, if any, and accrued and unpaid interest (and Liquidated Damages, if any) thereon will be

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immediately due and payable on all outstanding Senior Secured Notes without any declaration or other act on the part of the Trustee or the Holders. The Holders of a majority in aggregate principal amount of Senior Secured Notes generally are authorized to rescind such acceleration if all existing Events of Default (other than (i) the non-payment of the principal of and premium, if any, and interest (and Liquidated Damages, if any) on the Senior Secured Notes which have become due solely by such acceleration and (ii) a Default with respect to any provision requiring a supermajority approval to amend, which Default may only be waived by such a supermajority) have been cured or waived.

        Prior to the declaration of acceleration of the maturity of the Senior Secured Notes, the Holders of a majority in aggregate principal amount of the Senior Secured Notes at the time outstanding may waive on behalf of all the Holders of Senior Secured Notes any Default except (i) a Default in the payment of principal of or premium, if any, or interest (or Liquidated Damages, if any) on any Senior Secured Note not yet cured, (ii) a Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Senior Secured Note affected, and (iii) a Default with respect to any provision requiring a supermajority approval to amend, which Default may only be waived by such a supermajority. See "Amendments, Supplements and Waivers." Subject to the provisions of the Senior Secured Note Indenture relating to the duties of the Trustee, the Trustee will be under no obligation to exercise any of its rights or powers under the Senior Secured Note Indenture at the request, order or direction of any of the Holders of Senior Secured Notes, unless such Holders have offered to the Trustee security or indemnity satisfactory to the Trustee.

        Subject to all provisions of the Senior Secured Note Indenture and applicable law, the Holders of a majority in aggregate principal amount of the Senior Secured Notes at the time outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee.

Legal Defeasance and Covenant Defeasance

        The Senior Secured Note Indenture provides that the Issuers may, at the Issuers' option, elect to discharge the Issuers' obligations and the Guarantors' obligations with respect to the outstanding Senior Secured Notes ("Legal Defeasance"). If Legal Defeasance occurs, the Issuers shall be deemed to have paid and discharged all amounts owed under the Senior Secured Notes, and the Senior Secured Note Indenture shall cease to be of further effect as to the Senior Secured Notes and Senior Secured Note Guarantees, except that:

(1)

Holders will be entitled to receive timely payments for the principal of and premium, if any, and interest (and Liquidated Damages, if any) on the Senior Secured Notes, from the funds deposited for that purpose (as explained below);



(2)

the Issuers' obligations will continue with respect to the issuance of temporary Senior Secured Notes, the registration of Senior Secured Notes, and the replacement of mutilated, destroyed, lost or stolen Senior Secured Notes;



(3)

the Trustee will retain its rights, powers, duties, and immunities, and the Issuers will retain the Issuers' obligations in connection therewith; and



(4)

other Legal Defeasance provisions of the Senior Secured Note Indenture will remain in effect.

        In addition, the Issuers may, at the Issuers' option and at any time, elect to cause the release of the Issuers' obligations and the Guarantors' with respect to most of the covenants in the Senior Secured Note Indenture (except as described otherwise therein) ("Covenant Defeasance"). If Covenant Defeasance occurs, certain events (not including non-payment and bankruptcy, receivership, rehabilitation and insolvency events) relating to the Issuers, any of the Guarantors or any Significant Subsidiary described under "Events of Default and Remedies" will no longer constitute Events of Default with respect to the Senior Secured Notes. The Issuers may exercise Legal Defeasance regardless of whether the Issuers previously exercised Covenant Defeasance.

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        In order to exercise either Legal Defeasance or Covenant Defeasance (each, a "Defeasance"):

(1)

the Issuers must irrevocably deposit or cause to be irrevocably deposited with the Trustee, in trust, for the benefit of Holders of the Senior Secured Notes, U.S. legal tender, U.S. Government Obligations or a combination thereof, in an aggregate amount that will be sufficient, in the written opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premium, if any, and interest (and Liquidated Damages, if any) on the Senior Secured Notes on the stated date for payment or any redemption date thereof (and the Issuers must specify whether the Senior Secured Notes are being defeased to Stated Maturity or a particular Redemption Date), and the Trustee must have, for the benefit of Holders of the Senior Secured Notes, a valid, perfected, exclusive security interest in the trust;

(2)

in the case of Legal Defeasance, the Issuers must deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee confirming that:

(a)

the Issuers have received from, or there has been published by the Internal Revenue Service, a ruling, or

(b)

since the date of the Senior Secured Note Indenture, there has been a change in the applicable United States federal income tax law,

in either case to the effect that Holders of Senior Secured Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such Legal Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3)

in the case of Covenant Defeasance, the Issuers must deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee confirming that Holders of Senior Secured Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such Covenant Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4)

in the case of Legal Defeasance or Covenant Defeasance, no Default or Event of Default shall have occurred and be continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

(5)

in the case of Legal Defeasance, no Event of Default relating to bankruptcy or insolvency may occur at any time from the date of the deposit to the 91st calendar day thereafter (it being understood that the condition shall not be deemed satisfied until the expiration of such period);

(6)

the Defeasance may not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than the Senior Secured Note Indenture) to which the Issuers or any of the Subsidiaries are a party or by which the Issuers or any of the Subsidiaries are bound;

(7)

the Issuers must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the Issuers with the intent to hinder, delay or defraud any other of the Issuers' creditors; and

(8)

the Issuers must deliver to the Trustee an Officers' Certificate confirming the satisfaction of conditions in clauses (1) through (7) above, and an Opinion of Counsel confirming the satisfaction of the applicable conditions in clauses (1) (with respect to the validity and perfection of the security interest), (4), (5) and (6) above.

        The Defeasance will be effective on the day on which all the applicable conditions above have been satisfied.

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        If the amount deposited with the Trustee to effect a Covenant Defeasance is insufficient to pay the principal of and premium, if any, and interest (and Liquidated Damages, if any) on the Senior Secured Notes when due, or if any court enters an order directing the repayment of the deposit to the Issuers or otherwise making the deposit unavailable to make payments under the Senior Secured Notes when due, or if any court enters an order avoiding the deposit of money or otherwise requires the payment of the money so deposited to the Issuers or to a fund for the benefit of the Issuers' creditors, then (so long as the insufficiency exists or the order remains in effect) the Issuers' and the Guarantors' obligations under the Senior Secured Note Indenture and the Senior Secured Notes will be revived, and the Covenant Defeasance will be deemed not to have occurred.

Satisfaction and Discharge

        The Senior Secured Note Indenture provides that the Issuers may terminate the Issuers' obligations and the obligations of the Guarantors under the Senior Secured Note Indenture, the Senior Secured Notes and the Senior Secured Note Guarantees (except as described below) when:

(a)

all the Senior Secured Notes previously authenticated and delivered (except lost, stolen or destroyed Senior Secured Notes which have been replaced and Senior Secured Notes for whose payment money has theretofore been deposited with the Trustee or the paying agent in trust or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or a Guarantor) have been delivered to the Trustee for cancellation, or



(b)

(i)    all Senior Secured Notes have been called for redemption pursuant to the provisions under "Optional Redemption" by mailing to Holders a notice of redemption or all Senior Secured Notes otherwise have become due and payable,

(ii)    the Issuers have irrevocably deposited or caused to be irrevocably deposited with the Trustee, in trust, for the benefit of Holders of the Senior Secured Notes, U.S. legal tender, U.S. Government Obligations or a combination thereof in an aggregate amount that will be sufficient to pay and discharge the entire Indebtedness on the Senior Secured Notes not theretofore delivered to the Trustee for cancellation, for principal of and premium and interest (and Liquidated Damages, if any) on the Senior Secured Notes to the Redemption Date together with irrevocable instructions from the Issuers directing the Trustee to apply such funds to the payment thereof at such redemption,

(iii)    the Issuers and the Guarantors each has paid all other sums payable by it under the Senior Secured Note Indenture, the Senior Secured Notes and the Senior Secured Note Guarantees,

(iv)    no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit),

(v)    such deposit shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Senior Secured Note Indenture) to which the Issuers or any of the Subsidiaries are a party or by which the Issuers or any of the Subsidiaries are bound, and

(vi)    the Issuers shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel confirming the satisfaction of all conditions set forth in clauses (i) through (v) above.

Amendments, Supplements and Waivers

        Except as provided in the three succeeding paragraphs, the Senior Secured Note Indenture, the Senior Secured Notes, the Senior Secured Note Guarantees, the Intercreditor Agreement (subject to

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any approval of the lenders under the Credit Agreement party thereto) and the Senior Secured Note Collateral Agreements may be amended, supplemented or otherwise modified, and any existing Default or Event of Default (except certain payment defaults) or compliance with any provisions of the Senior Secured Note Indenture, the Senior Secured Notes, the Senior Secured Note Guarantees, the Intercreditor Agreement (subject to any approval of the lenders under the Credit Agreement party thereto) and the Senior Secured Note Collateral Agreements may be waived, with the consent of the Holders of not less than a majority in aggregate principal amount of the Senior Secured Notes at the time outstanding (including consents obtained in connection with a tender or exchange offer for the Senior Secured Notes).

        Without the consent of the Holder of each outstanding Senior Secured Note affected, an amendment, supplement, modification or waiver may not (with respect to Senior Secured Notes held by a non-consenting Holder):

(1)

reduce the principal amount of Senior Secured Notes the Holders of which must consent to an amendment, supplement, modification or waiver,



(2)

change the Stated Maturity on any Senior Secured Note,



(3)

reduce the principal of, or any premium (including redemption premium but not including any redemption premium relating to the covenants described under "Offers to Repurchase the Senior Secured Notes") on, any Senior Secured Note,



(4)

reduce the rate of or change the time for payment of interest (or Liquidated Damages, if any) on any Senior Secured Note,



(5)

waive a Default or Event of Default in the payment of principal of or premium, if any, or interest (or Liquidated Damages, if any) on any Senior Secured Note (except a rescission of acceleration of the Senior Secured Notes by the Holders of a majority in aggregate principal amount of the Senior Secured Notes and a waiver of the payment default that resulted from such acceleration),



(6)

waive any redemption payment with respect to any Senior Secured Note (other than provisions relating to or payments required by the covenants described under the caption "Offers to Repurchase the Senior Secured Notes"),



(7)

after the corresponding Asset Sale or Change of Control has occurred, reduce the Change of Control Purchase Price or the Asset Sale Offer Price or alter any other provision with respect to the redemption of the Senior Secured Notes required by the covenants described under the caption "Offers to Repurchase the Senior Secured Notes,"



(8)

change the coin or currency in which, the principal of or premium, if any, or interest (or Liquidated Damages, if any) on any Senior Secured Note is payable,



(9)

impair the right to institute suit for the enforcement of payment of the principal of or premium, if any, or interest (or Liquidated Damages, if any) on any Senior Secured Note on or after the Stated Maturity (or on or after the Redemption Date),



(10)

make any change in the provisions of the Senior Secured Note Indenture relating to waivers of past Defaults with respect to, or the rights of Holders to receive, scheduled payments of principal of or premium, if any, or interest (or Liquidated Damages, if any) on the Senior Secured Notes,



(11)

modify or change any provision of the Senior Secured Note Indenture affecting the ranking of the Senior Secured Notes or any Senior Secured Note Guarantee in a manner adverse to the Holders of the Senior Secured Notes,

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(12)

release any Guarantor from any of its obligations under its Senior Secured Note Guarantee or the Senior Secured Note Indenture other than in compliance with the Senior Secured Note Indenture, or



(13)

make any changes in the foregoing amendment, supplement and waiver provisions.

        Notwithstanding the foregoing, without the consent of the Holders of Senior Secured Notes, the Issuers, the Guarantors and the Trustee may amend, modify or supplement the Senior Secured Note Indenture, the Senior Secured Notes, the Senior Secured Note Guarantees, the Intercreditor Agreement and the Senior Secured Note Collateral Agreements:

(i)

to cure any ambiguity, defect or inconsistency,



(ii)

to provide for uncertificated Senior Secured Notes in addition to or in place of certificated Senior Secured Notes,



(iii)

to provide for the assumption of any of the Issuers' or the Guarantors' obligations to Holders in the case of a merger or consolidation or a sale of all or substantially all of the Issuers' assets in accordance with the Senior Secured Note Indenture,



(iv)

to evidence the release of any Guarantor permitted to be released under the terms of the Senior Secured Note Indenture or to evidence the addition of any new Guarantor,



(v)

to comply with requirements of the SEC in order to effect or maintain the qualification of the Senior Secured Note Indenture under the Trust Indenture Act,



(vi)

to comply with applicable Gaming Laws,



(vii)

to comply with the provisions of DTC or the Trustee with respect to the provisions of the Senior Secured Note Indenture and the Senior Secured Notes relating to transfers and exchanges of Senior Secured Notes or beneficial interests therein,



(viii)

to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights of any Holder of Senior Secured Notes under the Senior Secured Note Indenture, the Senior Secured Notes, the Senior Secured Note Guarantees, the Intercreditor Agreement, the Senior Secured Note Collateral Agreements or the Registration Rights Agreement, or



(ix)

to provide for the issuance of Additional Senior Secured Notes in accordance with the limitations set forth in the Senior Secured Note Indenture as of the date thereof, including the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock."

        Notwithstanding the foregoing and subject to the Intercreditor Agreement, no portion of the Senior Secured Note Collateral may be released from the Lien of the Senior Secured Note Collateral Agreements (except in accordance with the provisions of the Senior Secured Note Indenture and the Senior Secured Note Collateral Agreements), and none of the Senior Secured Note Collateral Agreements or the provisions of the Senior Secured Note Indenture relating to the Senior Secured Note Collateral may be amended or supplemented, and the rights of any Holders thereunder may not be waived or modified, without, in each case, the consent of the Holders of at least 66²/3% in aggregate principal amount of the then outstanding Senior Secured Notes.

Governing Law

        The Senior Secured Note Indenture, the Senior Secured Notes and the Senior Secured Note Guarantees are be governed by, and will be 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

108

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 Senior Secured Note Collateral, the governing law may be the laws of the jurisdictions where such Senior Secured Note Collateral is located without regard to the conflict of law provisions thereof.

No Personal Liability of Partners, Stockholders, Officers or Directors

        The Senior Secured Note Indenture provides that 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 respect of the Issuers' obligations or the obligations of the Guarantors under the Senior Secured Note Indenture, the Senior Secured Notes, the Senior Secured Note Guarantees, the Registration Rights Agreement, the Intercreditor Agreement or the Senior Secured Note 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 Senior Secured Note Guarantee.

Certain Definitions

        "Acquired Indebtedness" means Indebtedness of any Person existing at the time such Person becomes a Subsidiary, including by designation, or is merged or consolidated into or with one of the Issuers or one of the Subsidiaries.

        "Acquisition" means the purchase or other acquisition of any Person or all or substantially all the assets of any Person by any other Person, whether by purchase, merger, consolidation, or other transfer, and whether or not for consideration.

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, will mean (a) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise or (b) beneficial ownership of 10% or more of the voting securities of such Person. Notwithstanding the foregoing, "Affiliate" shall not include Wholly Owned Subsidiaries.

        "Aggregate Previously Distributed Permitted Tax Distribution" means with respect to any taxable period or portion thereof the aggregate amount of Permitted Tax Distributions actually distributed under clause (g) of the second sentence under "—Certain Covenants—Limitations on Restricted Payments."

        "Applicable Capital Gain Tax Rate" means, with respect to any individual who is a resident in the State of Nevada for any period, the highest effective combined United States federal, state and local income tax applicable to net capital gain during such period.

        "Applicable Income Tax Rate" means, with respect to any individual who is a resident in the State of Nevada for any period, the highest effective combined United States federal, state and local income tax applicable during such period.

        "Available Permitted Tax Distribution" means the excess, if any, of (i) the Combined Permitted Tax Distribution over (ii) the Aggregate Previously Distributed Permitted Tax Distributions.

        "Average Life" means, as of the date of determination, with respect to any security or instrument, the quotient obtained by dividing (1) the sum of the products (a) of the number of years from the date of determination to the date or dates of each successive scheduled principal (or redemption) payment

109

of such security or instrument and (b) the amount of each such respective principal (or redemption) payment by (2) the sum of all such principal (or redemption) payments.

        "Beneficial Owner" or "beneficial owner" for purposes of the definitions of Change of Control and Affiliate has the meaning attributed to it in Rules 13d-3 and 13d-5 under the Exchange Act (as in effect on the Issue Date).

        "Board of Directors" means, with respect to any Person, the board of directors of such Person (or if such Person is not a corporation, the equivalent board of managers or members or body performing similar functions for such Person) or any committee of the board of directors of such Person (or if such Person is not a corporation, any committee of the equivalent board of managers or members or body performing similar functions for such Person) authorized, with respect to any particular matter, to exercise the power of the board of directors of such Person (or if such Person is not a corporation, the equivalent board of managers or members or body performing similar functions for such Person).

        "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York, New York are authorized or obligated by law or other government action to close.

        "Capital Contribution" means any contribution to the Issuers' equity from one of the Issuers' direct or indirect parents for which no consideration has been given other than the issuance of Qualified Capital Stock.

"Capital Stock" means, (i) with respect to any Person that is a corporation, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock issued by such Person, (ii) with respect to a Person that is a limited liability company, any and all membership interests in such Person, and (iii) with respect to any other Person, any and all partnership, joint venture or other equity interests of such Person.

        "Capitalized Lease Obligation" means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

        "Cash Equivalent" means:

(1)

securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided, that the full faith and credit of the United States of America is pledged in support thereof),



(2)

time deposits, certificates of deposit, bankers' acceptances and commercial paper issued by the parent corporation of any domestic commercial bank of recognized standing having capital and surplus in excess of $500.0 million,



(3)

commercial paper issued by others rated at least A-2 or the equivalent thereof by Standard & Poor's Corporation or at least P-2 or the equivalent thereof by Moody's Investors Service, Inc.,



(4)

repurchase obligations with a term of not more than seven days for underlying securities of the types described in (1) and (2) above entered into with any financial institution meeting the qualifications specified in (2) above, or



(5)

money market funds, substantially all of the assets of which constitute Cash Equivalents of the kinds described in (1) through (4) of this definition,

and in the case of each of (1), (2), and (3) maturing within one year after the date of acquisition.

        "Code" means the Internal Revenue Code of 1986, as amended.

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        "Combined Permitted Tax Distribution" means, with respect to any taxable period or portion thereof in which one or more Issuers is a Flow Through Entity, the amount of the Permitted Tax Distribution that would be permitted to be distributed as determined on the basis as if such Issuers, for the portion of such period that any particular Issuer continued to be a Flow Through Entity, constituted separate divisions of a single Flow Through Entity.

"consolidated" means, with respect to the Issuers, the combination 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.

        "Consolidated Coverage Ratio" of any specified Person or Persons on any specified date of determination (the "Transaction Date") means the ratio, on a pro forma basis, of (a) the aggregate amount of Consolidated EBITDA of such Person attributable to continuing operations and businesses (exclusive of amounts attributable to operations and businesses permanently discontinued or disposed of) for the Reference Period to (b) the aggregate Consolidated Fixed Charges of such Person (exclusive of amounts attributable to operations and businesses permanently discontinued or disposed of, but only to the extent that the obligations giving rise to such Consolidated Fixed Charges would no longer be obligations contributing to such Person's Consolidated Fixed Charges subsequent to the Transaction Date) during the Reference Period; provided, that for purposes of such calculation:

(1)

Acquisitions which occurred during the Reference Period or subsequent to the Reference Period and on or prior to the Transaction Date will be given pro forma effect as if they had occurred on the first day of the Reference Period,



(2)

transactions giving rise to the need to calculate the Consolidated Coverage Ratio shall be assumed to have occurred on the first day of the Reference Period,



(3)

the incurrence of any Indebtedness (including issuance of any Disqualified Capital Stock) during the Reference Period or subsequent to the Reference Period and on or prior to the Transaction Date (and the application of the proceeds therefrom to the extent used to refinance or retire other Indebtedness (other than Indebtedness incurred under any revolving credit agreement or similar facility)) will be given pro forma effect as if it had occurred on the first day of the Reference Period, and



(4)

the Consolidated Fixed Charges of such Person attributable to interest on any Indebtedness or dividends on any Disqualified Capital Stock bearing a floating interest (or dividend) rate shall be computed on a pro forma basis as if the average rate in effect from the beginning of the Reference Period to the Transaction Date had been the applicable rate for the entire period, provided, that if such Person or any of the Subsidiaries is a party to an Interest Swap or Hedging Obligation (which shall remain in effect for the 12-month period immediately following the Transaction Date) that has the effect of fixing the interest rate on the date of computation, then such rate (whether higher or lower) shall be used.

        "Consolidated EBITDA" means, with respect to any specified Person or Persons for any specified period, the Consolidated Net Income of such Person for such period adjusted to add thereto (to the extent deducted for purposes of determining Consolidated Net Income), without duplication, the sum of:

(1)

consolidated income tax expense and the amount of Permitted Tax Distributions subtracted from net income in the determination of the Consolidated Net Income of such Person for such period,



(2)

consolidated depreciation and amortization expense,



(3)

Consolidated Fixed Charges, and

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(4)

all other non-cash charges reducing Consolidated Net Income for such period but excluding non-cash charges that require an accrual of or a reserve for cash charges for any future periods and normally occurring accruals such as reserves for accounts receivable, and

less the amount of all cash payments made by such Person or any of the Subsidiaries during such period to the extent such payments relate to non-cash charges that were added back in determining Consolidated EBITDA for such period or any prior period; provided, that consolidated income tax expense and depreciation and amortization of a Subsidiary that is a less than Wholly Owned Subsidiary shall only be added to the extent of the Issuers' equity interest in such Subsidiary.

        "Consolidated Fixed Charges" means, with respect to any specified Person or Persons for any specified period, the aggregate amount (without duplication and determined in each case in accordance with GAAP) of:

(a)

interest expensed or capitalized, paid, accrued, or scheduled to be paid or accrued (including, in accordance with the following sentence, interest attributable to Capitalized Lease Obligations) of such Person and its Consolidated Subsidiaries during such period, including (1) original issue discount and non-cash interest payments or accruals on any Indebtedness, (2) the interest portion of all deferred payment obligations, and (3) all commissions, discounts and other fees and charges owed with respect to bankers' acceptances and letters of credit financings and currency and Interest Swap and Hedging Obligations, in each case to the extent attributable to such period, and



(b)

the product of (i) the amount of dividends accrued or payable (or guaranteed) by such Person or any of its Consolidated Subsidiaries in respect of Preferred Stock (other than by Subsidiaries to the Issuers or to the Wholly Owned Subsidiaries) times (ii) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated United States federal, state and local income tax rate of such Person, expressed as a decimal (as estimated in good faith by the Issuers).

        For purposes of this definition, (x) interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined in reasonable good faith by the Issuers to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP and (y) interest expense attributable to any Indebtedness represented by the guarantee by such Person or a Subsidiary of such Person of an obligation of another Person shall be deemed to be the interest expense attributable to the Indebtedness guaranteed.

        Notwithstanding the foregoing, in calculating the Debt Incurrence Ratio solely for purposes of clause (2) of the first paragraph of the covenant "Limitation on Restricted Payments," Consolidated Fixed Charges shall not include original issue discount or non-cash interest payments or accruals on the Senior Subordinated Notes.

"Consolidated Net Income" means, with respect to any specified Person or Persons for any specified period, the net income (or loss) of such specified Person and its Consolidated Subsidiaries (determined on a consolidated basis in accordance with GAAP) for such period reduced by the maximum amount of Permitted Tax Distributions attributable to such net income for such period, adjusted to exclude (only to the extent included in computing such net income (or loss) and without duplication):

(a)

all gains and losses which are either extraordinary (as determined in accordance with GAAP) or are unusual and nonrecurring (including any gain or loss from the sale or other disposition of assets outside the ordinary course of business or from the issuance or sale of any Capital Stock),



(b)

the net income, if positive, of any Person, other than a Consolidated Subsidiary, in which such specified Person or any of its Consolidated Subsidiaries has an interest, except to the extent of

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the amount of any dividends or distributions actually paid in cash to such Person or a Consolidated Subsidiary of such Person during such period, but in any case not in excess of such specified Person's pro rata share of such specified Person's net income for such period,

(c)

the net income, if positive, of any of such specified Person's Consolidated Subsidiaries to the extent that the declaration or payment of dividends or similar distributions is not at the time permitted by operation of the terms of its charter or bylaws or any other agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Consolidated Subsidiary, and



(d)

the net income of, and all dividends and distributions from, any Unrestricted Subsidiary.

        "Consolidated Net Worth" of any Person at any date means the aggregate consolidated stockholders' equity of such Person (including amounts of equity attributable to Preferred Stock) and its Consolidated Subsidiaries, as would be shown on the consolidated balance sheet of such Person prepared in accordance with GAAP, adjusted to exclude (to the extent included in calculating such equity), the amount of any such stockholders' equity attributable to Disqualified Capital Stock or treasury stock of such Person and its Consolidated Subsidiaries.

        "Consolidated Subsidiary" means, for any Person, each Subsidiary of such Person (whether now existing or hereafter created or acquired) the financial statements of which are consolidated for financial statement reporting purposes with the financial statements of such Person in accordance with GAAP.

        "Continuing Director" means during any period of 24 consecutive months after the Issue Date, individuals who at the beginning of any such 24-month period constituted the applicable Issuer's Board of Directors (together with any new directors whose election by such Issuer's Board of Directors or whose nomination for election by such Issuer's shareholders was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved, including new directors designated in or provided for in an agreement regarding the merger, consolidation or sale, transfer or other conveyance, of all or substantially all of such Issuer's assets, if such agreement was approved by a vote of such majority of directors).

        "contractually subordinated" means subordinated in right of payment by its terms or the terms of any document or instrument or instrument relating thereto. For the avoidance of doubt, unsecured Indebtedness is not "contractually subordinated" to secured Indebtedness and a junior Lien on any assets securing Indebtedness does not render such Indebtedness "contractually subordinated" to Indebtedness that is secured by a senior Lien on such assets.

        "Convertible Senior Secured Note Agreement" means the Convertible Senior Secured Note Purchase Agreement, to be dated on or before the Issue Date, by and among R. Black, Inc., a Nevada corporation, Robert R. Black, Sr., Trustee of the Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24, 2004, and Michael J. Gaughan, a Nevada resident, as in effect on the Issue Date, that governs the terms of the Convertible Promissory Note.

        "Convertible Promissory Note" means the $15,000,000 principal amount Convertible Promissory Note issued by R. Black, Inc. pursuant to the Convertible Senior Secured Note Agreement.

        "Credit Agreement" means the Credit Agreement to be entered into, as of the Issue Date, by the Issuers with Wells Fargo Foothill, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, as such credit agreement and/or related documents may be amended, restated, supplemented, renewed, replaced or otherwise modified from time to time whether or not with the same agent, trustee, representative lenders or holders, and, subject to the proviso to the next succeeding sentence, irrespective of any changes in the terms and

113

conditions thereof. Without limiting the generality of the foregoing, the term "Credit Agreement" shall include any amendment, amendment and restatement, renewal, extension, restructuring, supplement or modification to any Credit Agreement and all refundings, refinancings and replacements of any Credit Agreement with another credit agreement, including any credit agreement:

(1)

extending the maturity of any Indebtedness incurred thereunder or contemplated thereby,



(2)

adding or deleting borrowers or guarantors thereunder, so long as borrowers and issuers include one or more of the Issuers and the Subsidiaries and their respective successors and assigns,



(3)

increasing the amount of Indebtedness incurred thereunder or available to be borrowed thereunder; provided, that on the date such Indebtedness is incurred it would not be prohibited by the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock," or



(4)

otherwise altering the terms and conditions thereof in a manner not prohibited by the terms of the Senior Secured Note Indenture.

        "Credit Facility Basket" has the meaning set forth under "Certain Covenants—Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock."

        "Debt Incurrence Ratio" has the meaning set forth under "Certain Covenants—Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock."

        "Default" means any event that is or with the passage of time or the giving of notice or both would be an Event of Default.

        "Disqualified Capital Stock" means with respect to any Person, any Equity Interests of such Person that, by its terms or by the terms of any security into which it is convertible, exercisable or exchangeable, is, or upon the happening of an event or the passage of time or both would be, required to be redeemed or repurchased, including at the option of the holder thereof, by such Person or any of the Subsidiaries, in whole or in part, on or prior to 91 days following the Stated Maturity of the Senior Secured Notes. Notwithstanding the foregoing, any Equity Interests that would constitute Disqualified Capital Stock solely because the holders thereof have the right to require the Issuers to repurchase such Equity Interests upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Capital Stock if the terms of such Equity Interests provide that the Issuers may not repurchase or redeem any such Equity Interests pursuant to such provisions prior to the Issuers' purchase of the Senior Secured Notes as are required to be purchased pursuant to the provisions of the Senior Secured Note Indenture as described under "Repurchase of Senior Secured Notes at the Option of the Holder Upon a Change of Control" and "Limitation on Sale of Assets and Subsidiary Stock."

"Ella Kay Land" means the unimproved real property consisting of approximately 34.4 acres, which is owned in fee by RBG and is located southwest of the CasaBlanca Golf Course.

"Equity Holder" means (a) with respect to a corporation, each holder of stock of such corporation, (b) with respect to a limited liability company or similar entity, each member of such limited liability company or similar entity, (c) with respect to a partnership, each partner of such partnership, (d) with respect to any entity described in clause (a)(iv) of the definition of "Flow Through Entity," the owner of such entity, and (e) with respect to a trust described in clause (a)(v) of the definition of "Flow Through Entity," an owner thereof.

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"Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

"Event of Loss" means, with respect to any property or asset, (1) any loss, destruction or damage of such property or asset, (2) any condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such property or asset, or confiscation or requisition of the use of such property or asset or (3) any settlement in lieu of clause (2) above.

"Excess Cash Distribution Amount for Taxes" means the excess of (x) the aggregate actual cash distributions received by the Issuers or a Subsidiary from all Flow Through Entities that are not Subsidiaries during the period commencing with the Issue Date and continuing to and including the date on which a proposed Permitted Tax Distribution is to be made under clause (g) of the second sentence under "—Certain Covenants—Limitations on Restricted Payments" over (y) the aggregate amount of such cash distributions described in the immediately preceding clause (x) that have already been taken into account for purposes of making (I) Permitted Tax Distributions previously made and which was attributable to a Flow Through Entity that was not a Subsidiary at the time such Permitted Tax Distribution was made plus (II) Restricted Payments permitted by clause (a) or (d) of clause (3) of the first sentence under "—Certain Covenants—Limitations on Restricted Payments" (treating such cash distributions described in this clause (y)(II) as used to make a Restricted Payment during such period only to the extent that in such period, the total amount of Restricted Payments actually made during such period exceeded the excess of (m) the total amount of Restricted Payments permitted to be made in such period over (n) the amount of such cash distributions described in the immediately preceding clause (x) that were actually received by the Issuers or a Subsidiary during such period and that were not previously used to make a Permitted Tax Distribution.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "Excluded Assets" means:

(a)

all Non-Operating Real Property;



(b)

assets securing FF&E Financing, Purchase Money Indebtedness or Capitalized Lease Obligations permitted to be incurred under the Senior Secured Note Indenture;



(c)

leasehold estates in real property existing on the Issue Date and any additional leasehold estates in real property acquired by the Issuers or the Subsidiaries after the Issue Date, unless the Trustee, as collateral agent (upon request of the Holders of a majority of the outstanding Senior Secured Notes), in its reasonable discretion requests that the Issuers provide the Trustee, as collateral agent, with a lien upon and security interest in such leasehold estate so that such leasehold estate shall become additional Senior Secured Note Collateral (and in the Senior Secured Note Collateral Agreements the Issuers will agree to notify the Trustee of the acquisition by it or any of the Subsidiaries of any leasehold estate in real property);



(d)

any leases, permits, licenses (including without limitation Gaming Licenses) or other contracts or agreements or other assets or property to the extent that a grant of a Lien thereon under the Senior Secured Note Collateral Agreements (i) is prohibited by law or would constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of the grantor therein pursuant to the applicable law, or (ii) would require the consent of third parties and such consent has not been obtained after the Issuers have used commercially reasonable efforts to try to obtain such consent, or (iii) other than as a result of requiring a consent of third parties that has not been obtained, would result in a breach of the provisions thereof, or constitute a default under or result in a termination of, such lease, permit, license, contract or agreement (other than to the extent that any such provisions thereof would be rendered ineffective pursuant to Section 9-406, 9-407 or 9-408 of the UCC or any other applicable law); provided, that, immediately upon the uneffectiveness, lapse or termination of

115

such prohibition, the provisions that would be so breached or such breach, default or termination or immediately upon the obtaining of any such consent, the Excluded Assets shall not include, and the Issuers or the applicable Guarantor, as the case may be, shall be deemed to have granted a security interest in, all such leases, permits, licenses, other contracts and agreements and such other assets and property as if such prohibition, the provisions that would be so breached or such breach, default or termination had never been in effect and as if such consent had not been required;

(e)

cash and Cash Equivalents to the extent that a Lien thereon may not be perfected through the filing of a UCC financing statement or that, after the Issuers have used commercially reasonable efforts, the Issuers are unable to cause the Trustee to obtain "control" (as defined in the UCC) for the benefit of the Holders; and



(f)

any Capital Stock of an Excluded Foreign Subsidiary, if any, other than a pledge of 65% of the Voting Equity Interests of such Excluded Foreign Subsidiary held directly by the Issuers or any domestic Subsidiary, 100% of the nonvoting Equity Interests of such Excluded Foreign Subsidiary held directly by the Issuers or any domestic Subsidiary and 100% of any intercompany Indebtedness owed by such Excluded Foreign Subsidiary to any of the Issuers or any of the Guarantors.

        "Excluded Foreign Subsidiary" means any Foreign Subsidiary that is either (i) treated for United States federal tax purposes as a corporation or (ii) any entity owned directly or indirectly by another Foreign Subsidiary that is treated for United States federal tax purposes as a corporation.

        "Exempted Affiliate Transaction" means:

(a)

reasonable and customary compensation arrangements provided for the benefit of, any director, officer or employee of the Issuers or any Subsidiary, in each case entered into in the ordinary course of business and for services provided to the Issuer or such Subsidiary, respectively, as determined in good faith by the Board of Directors of the applicable Issuer,



(b)

dividends permitted under the terms of the covenant "—Limitation on Restricted Payments" above and payable, in form and amount, on a pro rata basis to all holders of the Issuers' common stock or common membership interests, as the case may be,



(c)

transactions solely between or among the Issuers and any of the Consolidated Subsidiaries that are Guarantors or solely among the Consolidated Subsidiaries that are Guarantors, and



(d)

payment of management fees permitted by clause (f) of the second paragraph of the covenant "—Limitation on Restricted Payments" above.

        "Existing Indebtedness" means the Indebtedness of the Issuers and the Subsidiaries (other than Indebtedness under the Credit Agreement, the Senior Subordinated Notes and the Senior Subordinated Note Guarantees) in existence on the Issue Date (after giving effect to the transactions contemplated hereby), reduced to the extent such amounts are repaid, refinanced or retired.

        "Existing Stockholders" means (i) Robert R. Black, Sr., (ii) any trust, corporation, partnership or other entity controlled by Robert R. Black, Sr. and members of the immediate family of Robert R. Black, Sr. or (iii) any partnership the sole general partners of which consist solely of Robert R. Black, Sr., any entity referred to in clause (ii) above and members of the immediate family of Robert R. Black, Sr.

        "FF&E" means furniture, fixtures and equipment (including Gaming Equipment) acquired by the Issuers and the Subsidiaries in the ordinary course of business for use in the Issuers' or the Subsidiaries' business operations.

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        "FF&E Financing" means Indebtedness, the proceeds of which are used solely by the Issuers and the Subsidiaries (and concurrently with the incurrence of such Indebtedness) to acquire or lease or improve or refinance, respectively, FF&E; provided, that (x) the principal amount of such FF&E Financing does not exceed the cost (including sales and excise taxes, installation and delivery charges, capitalized interest and other direct fees, costs and expenses) of the FF&E purchased or leased with the proceeds thereof or the cost of such improvements, as the case may be, and (y) such FF&E Financing is secured only by the assets so financed and assets which, immediately prior to the incurrence of such FF&E Financing, secured other Indebtedness of the Issuers and the Subsidiaries (to the extent such other Indebtedness and the Liens securing such other Indebtedness are permitted under the Senior Secured Note Indenture) to the lender of such FF&E Financing.

        "Flow Through Entity" means an entity that (a) for United States federal income tax purposes constitutes (i) an "S corporation" (as defined in section 1361(a) of the Code), (ii) a "qualified subchapter S subsidiary" (as defined in section 1361(b)(3)(B) of the Code), (iii) a "partnership" (within the meaning of section 7701(a)(2) of the Code) other than a "publicly traded partnership" (as defined in section 7704 of the Code), (iv) an entity that is disregarded as an entity separate from its owner under the Code, the Treasury regulations or any published administrative guidance of the Internal Revenue Service, or (v) a trust, the income of which is includible in the taxable income of the grantor or another person under sections 671 through 679 of the Code (the entities described in the immediately preceding clauses (i), (ii), (iii), (iv) and (v), a "Federal Flow Through Entity") and (b) for state and local jurisdictions in respect of which Permitted Tax Distributions are being made, is subject to treatment on a basis under applicable state or local income tax law substantially similar to a Federal Flow Through Entity.

        "Foreign Subsidiary" means any Subsidiary which (i) is not organized under the laws of the United States, any state thereof or the District of Columbia and (ii) conducts substantially all of its business operations outside the United States of America.

        "GAAP" means United States generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession in the United States as in effect from time to time.

"Gaming Authorities" means any agency, authority, board, bureau, commission, department, office or instrumentality of any nature whatsoever of the United States federal government, any foreign government, any state, province or city or other political subdivision or otherwise, whether now or hereafter existing, or any officer or official thereof, including, without limitation, the Nevada Gaming Commission, the Nevada State Gaming Control Board, the Clark County Liquor and Gaming Licensing Board, the City of Mesquite and any other agency, in each case, with authority to regulate any gaming operation (or proposed gaming operation) owned, managed or operated by the Issuers or any of the Subsidiaries.

        "Gaming Equipment" means slot machines, video poker machines, and all other gaming equipment and related signage, accessories and peripheral equipment.

"Gaming FF&E Financing" means FF&E Financing, the proceeds of which are used solely by the Issuers and the Subsidiaries to acquire or lease FF&E that constitutes Gaming Equipment.

"Gaming Licenses" means every material license, material franchise, material registration, material qualification, findings of suitability or other material approval or authorization required to own, lease, operate or otherwise conduct or manage gaming activities in any state or jurisdiction in which the Issuers or any of the Subsidiaries conducts business (including, without limitation, all such licenses granted by the Gaming Authorities), and all applicable liquor and tobacco licenses.

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        "Guarantees" means, together, the Senior Secured Note Guarantees and the Senior Subordinated Note Guarantees (as defined under "Description of Senior Subordinated Notes—Certain Definitions").

        "Guarantor" means each of the present and future Subsidiaries that at the time are guarantors of the Senior Secured Notes in accordance with the Senior Secured Note Indenture.

"Holder" means the Person in whose name a Senior Secured Note is registered in the register of the Senior Secured Notes.

"Indebtedness" of any specified Person means, without duplication,

(a)

all liabilities and obligations, contingent or otherwise, of such specified Person, to the extent such liabilities and obligations would appear as a liability upon the consolidated balance sheet of such specified Person in accordance with GAAP, (1) in respect of borrowed money (whether or not the recourse of the lender is to the whole of the assets of such specified Person or only to a portion thereof), (2) evidenced by bonds, notes, debentures or similar instruments, (3) representing the balance deferred and unpaid of the purchase price of any property or services, except (other than accounts payable or other obligations to trade creditors which have remained unpaid for greater than 60 days past their original due date) those incurred in the ordinary course of its business that would constitute ordinarily a trade payable to trade creditors;



(b)

all liabilities and obligations, contingent or otherwise, of such specified Person (1) evidenced by bankers' acceptances or similar instruments issued or accepted by banks, (2) relating to any Capitalized Lease Obligation, or (3) evidenced by a letter of credit or a reimbursement obligation of such specified Person with respect to any letter of credit;



(c)

all net obligations of such specified Person under Interest Swap and Hedging Obligations;



(d)

all liabilities and obligations of others of the kind described in any of the preceding clauses (a), (b) and (c) that such specified Person has guaranteed or provided credit support or that are otherwise its legal liability or that are secured by any assets or property of such specified Person;



(e)

any and all deferrals, renewals, extensions, refinancing and refundings (whether direct or indirect) of, or amendments, modifications or supplements to, any liability of the kind described in any of the preceding clauses (a), (b), (c) or (d), or this clause (e), whether or not between or among the same parties; and



(f)

all Disqualified Capital Stock of such specified Person (measured at the greater of its voluntary or involuntary maximum fixed repurchase price, including accrued and unpaid dividends).

        For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Senior Secured Note Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined in reasonable good faith by the Board of Directors of the issuer of such Disqualified Capital Stock.

        The amount of any Indebtedness outstanding as of any date shall be (1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount, but the accretion of original issue discount in accordance with the original terms of Indebtedness issued with an original issue discount will not be deemed to be an incurrence, and (2) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

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        "Indentures" mean, together, the Senior Secured Note Indenture and the Senior Subordinated Note Indenture.

        "Initial Public Offering" means an initial underwritten public offering of (a) the Issuers' common stock or (b) common stock of a holding company that wholly owns each of the Issuers, in each case for cash pursuant to an effective registration statement under the Securities Act following which the Issuers' or such holding company's, as the case may be, common stock is listed on a national securities exchange or quoted on the national market system of the Nasdaq Stock Market, Inc.

        "Interest Swap and Hedging Obligation" means any obligation of any Person pursuant to any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate exchange agreement, currency exchange agreement or any other agreement or arrangement designed to protect against fluctuations in interest rates or currency values, including, without limitation, any arrangement whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a fixed or floating rate of interest on a stated notional amount in exchange for periodic payments made by such Person calculated by applying a fixed or floating rate of interest on the same notional amount.

"Investment" by any specified Person in any other Person (including an Affiliate) means (without duplication):

(a)

the acquisition (whether by purchase, merger, consolidation or otherwise) by such specified Person (whether for cash, property, services, securities or otherwise) of Equity Interests, Capital Stock, bonds, notes, debentures, partnership or other ownership interests or other securities, including any options or warrants, of such other Person or any agreement to make any such acquisition;



(b)

the making by such specified Person of any deposit with, or advance, loan or other extension of credit to, such other Person (including the purchase of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such other Person) or any commitment to make any such advance, loan or extension (but excluding accounts receivable, endorsements for collection or deposits arising in the ordinary course of business);



(c)

other than guarantees of the Issuers' Indebtedness or the Indebtedness of any Guarantor to the extent permitted by the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock," the entering into by such specified Person of any guarantee of, or other credit support or contingent obligation with respect to, Indebtedness or other liability of such other Person;



(d)

the making of any capital contribution by such specified Person to such other Person; and



(e)

Investments described in the immediately following paragraph.

        The Issuers shall be deemed to make an Investment in an amount equal to the fair market value of the net assets of any subsidiary of the Issuers (or, if neither the Issuers nor any of the Subsidiaries has theretofore made an Investment in such subsidiary, in an amount equal to the Investments being made), at the time that such subsidiary is designated an Unrestricted Subsidiary, and any property transferred to an Unrestricted Subsidiary from the Issuers or a Subsidiary shall be deemed an Investment valued at its fair market value at the time of such transfer. The Issuers or any of the Subsidiaries shall be deemed to have made an Investment in a Person that is or was a Subsidiary or a Guarantor if, upon the issuance, sale or other disposition of any portion of the Issuers' or any of the Subsidiary's ownership in the Capital Stock of such Person, such Person ceases to be a Subsidiary or Guarantor, as applicable. The fair market value of each Investment shall be measured at the time made or returned, as applicable.

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        "Issue Date" means the date of first issuance of the Senior Secured Notes under the Senior Secured Note Indenture.

        "Land Behind Mesquite Star" means the unimproved real property consisting of approximately 24.45 acres, which is owned in fee by Virgin River and is located to the southwest and west of the Virgin River Convention Center, formerly known as the "Mesquite Star Hotel & Casino."

"Lien" means, with respect to any asset, any mortgage, charge, pledge, lien (statutory or otherwise), privilege, security interest, hypothecation or other encumbrance upon or with respect to such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction, real or personal, movable or immovable, now owned or hereafter acquired.

        "Liquidated Damages" means all liquidated damages then owing pursuant to the Registration Rights Agreement.

"Net Cash Proceeds" means the aggregate amount of cash or Cash Equivalents received (a) by the Issuers in the case of a sale of Qualified Capital Stock and (b) by the Issuers and the Subsidiaries in respect of an Asset Sale or an Event of Loss (including, in the case of an Event of Loss, the insurance proceeds, but excluding any liability insurance proceeds payable to the Trustee for any loss, liability or expense incurred by it),

(1)

plus, in the case of an issuance of Qualified Capital Stock upon any exercise, exchange or conversion of securities (including options, warrants, rights and convertible or exchangeable debt) of the Issuers that were issued for cash after the Issue Date, the amount of cash originally received by the Issuers upon the issuance of such securities (including options, warrants, rights and convertible or exchangeable debt),



(2)

less, in each case, the sum of all payments, fees and commissions and reasonable and customary expenses (including, without limitation, legal counsel, accounting and investment banking fees and expenses but excluding costs and expenses payable to an Affiliate of the Issuers) incurred in connection with such Asset Sale or sale of Qualified Capital Stock or Event of Loss, and



(3)

less, in the case of an Asset Sale or Event of Loss only, the sum of (i) the amount (estimated reasonably and in good faith by the Issuers) of income, franchise, sales and other applicable taxes required to be paid by the Issuers or any of the Subsidiaries in connection with such Asset Sale or Event of Loss in the taxable year that such sale is consummated or such loss is incurred or in the immediately succeeding taxable year, the computation of which shall take into account the reduction in tax liability resulting from any available operating losses and net operating loss carryovers, tax credits and tax credit carryforwards, and similar tax attributes, plus (ii) the amount of the marginal increase, if any, of the Permitted Tax Distribution directly attributable to such Asset Sale.

        "Non-Operating Real Property" means: (a) the land-based facilities and related amenities comprising the Oasis Recreational Facility, including without limitation all leased property related thereto; and (b) all owned real property and leasehold interests in the Land Behind Mesquite Star, the Ella Kay Land and the Truck Parking and all additions and improvements to such real property.

        "Notes" means, together, the Senior Secured Notes and the Senior Subordinated Notes.

        "Oasis Recreational Facility" means the improved real property consisting of approximately 349.51 acres, which is owned in fee by Oasis Recreational Properties, Inc. and is located to the east of the

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Palms Golf Course. We operate a gun club and lease a riding facility and motocross to third parties on the Oasis Recreational Facility.

        "Obligation" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities and obligations payable under the documentation governing any Indebtedness, including, without limitation, interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable instrument governing or evidencing such Indebtedness and including, with respect to the Registration Rights Agreement, Liquidated Damages, if any.

        "Officers' Certificate" means the officers' certificate to be delivered upon the occurrence of certain events as set forth in the Senior Secured Note Indenture.

        "Opinion of Counsel" means an opinion from legal counsel who is reasonably acceptable to the Trustee. Such counsel may be an employee of or counsel to any of the Issuers, any Subsidiary or the Trustee.

        "Permitted C-Corp Conversion" means a transaction resulting in an Issuer becoming subject to tax under the Code as a corporation (a "C Corporation"); provided, that:

(1)

the C Corporation resulting from such transaction, if a successor to such Issuer, (a) is a corporation, limited liability company or other entity organized and existing under the laws of any state of the United States or the District of Columbia, (b) assumes all of the obligations of such Issuer under the Senior Secured Notes, the Senior Secured Note Collateral Agreements and the Senior Secured Note Indenture pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee and (c) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of such Issuer immediately preceding the transaction;



(2)

after giving effect to such transaction no Default or Event of Default exists;



(3)

prior to the consummation of such transaction, such Issuer shall have delivered to the Trustee (a) an Opinion of Counsel reasonably acceptable to the Trustee to the effect that the holders of the outstanding Senior Secured Notes will not recognize income gain or loss for United States federal income tax purposes as a result of such Permitted C-Corp Conversion and will be subject to United States federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such Permitted C-Corp Conversion had not occurred and (b) an Officers' Certificate as to compliance with all of the conditions set forth in paragraphs (1), (2) and (3)(a) above; and



(4)

such transaction would not (a) result in the loss or suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with such loss, suspension or material impairment or (b) require any holder or beneficial owner of Senior Secured Notes to obtain a Gaming License or be qualified or found suitable under any applicable gaming laws.

        "Permitted Indebtedness" means:

(a)

Indebtedness evidenced by the Senior Secured Notes and the Senior Secured Note Guarantees issued pursuant to the Senior Secured Note Indenture up to the amounts being issued on the original Issue Date less any amounts repaid or retired;



(b)

Indebtedness evidenced by the Senior Subordinated Notes and the Senior Subordinated Note Guarantees issued pursuant to the Senior Subordinated Note Indenture up to the amounts being issued on the original Issue Date less any amounts repaid or retired;



(c)

Permitted Refinancing Indebtedness with respect to any Indebtedness (including Disqualified Capital Stock) described in clause (a) or (b) or incurred pursuant to the Debt Incurrence

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Ratio test of the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock," or which was refinanced pursuant to this clause (c);

(d)

FF&E Financing and Indebtedness represented by Capital Lease Obligations, mortgage financings or other Purchase Money Obligations; provided, that (1) no Indebtedness incurred under the Notes is utilized for the purchase or lease of assets financed with such FF&E Financing or such other Indebtedness, and (2) the aggregate principal amount of such Indebtedness (including any Permitted Refinancing Indebtedness and any other Indebtedness incurred to repay, redeem, discharge, retire, defease, refund, refinance or replace any Indebtedness incurred pursuant to this clause (d)) outstanding at any time pursuant to this clause (d), other than any Gaming FF&E Financing, does not exceed $2.5 million;



(e)

(i)    Indebtedness incurred by any Issuer that is owed to (borrowed from) any Guarantor, provided, that (x) such Indebtedness shall be unsecured and contractually subordinated in all respects to such Issuer's obligations pursuant to the Notes and (y) any event that causes such Guarantor no longer to be a Guarantor (including by designation as an Unrestricted Subsidiary) shall be deemed to be a new incurrence by such Issuer of such Indebtedness and any guarantor thereof subject to the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Stock,"

(ii)    Indebtedness incurred by any Guarantor that is owed to (borrowed from) any other Guarantor or any Issuer, provided, that (x) such Indebtedness shall be unsecured and contractually subordinated in all respects to such Guarantor's obligations pursuant to such Guarantor's Guarantee and (y) any event that causes the Guarantor lender no longer to be a Guarantor (including a designation as an Unrestricted Subsidiary) shall be deemed to be a new incurrence by such Guarantor borrower of such Indebtedness and any guarantor thereof subject to the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Stock," and

(iii)    Indebtedness incurred by any Subsidiary (other than a Guarantor) and owed to (borrowed from) any Issuer, any Guarantor or any other Subsidiary; provided, that (x) such Indebtedness shall be unsecured and contractually subordinated in all respects to such Issuer's obligations pursuant to the Notes and such Guarantor's obligations pursuant to such Guarantor's Guarantee, as applicable, (y) any event that causes the Subsidiary borrower or the Subsidiary or Guarantor lender to no longer be a Subsidiary (including a designation as an Unrestricted Subsidiary), shall be deemed to be a new incurrence of such Indebtedness subject to the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Stock," and (z) the Investment in the form of the loan is a "Permitted Investment" (other than pursuant to clause (c) of the definition thereof) or is otherwise not prohibited at the time of incurrence by the covenant "Limitation on Restricted Payments;"

(f)

Indebtedness solely in respect of bankers acceptances, letters of credit and performance bonds (to the extent that such incurrence does not result in the incurrence of any obligation to repay any obligation relating to borrowed money or other Indebtedness), all in the ordinary course of business in accordance with customary industry practices, in amounts and for the purposes customary in the Issuers' industry;



(g)

Interest Swap and Hedging Obligations that are incurred in the ordinary course of business for the purpose of fixing or hedging interest rate or currency risk with respect to any fixed or floating rate Indebtedness that is permitted by the Senior Secured Note Indenture to be outstanding or any receivable or liability the payment of which is determined by reference to a foreign currency; provided, that the notional amount of any such Interest Swap and Hedging Obligation does not exceed the principal amount of Indebtedness or other obligations to which such Interest Swap and Hedging Obligation relates;

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(h)

Indebtedness incurred solely to finance the premium of the Issuers' and the Subsidiaries' general liability insurance in an aggregate principal amount at any time outstanding pursuant to this clause (h) not to exceed $1.0 million;



(i)

Indebtedness in an aggregate principal amount at any time outstanding pursuant to this clause (i) not to exceed $1.0 million, which Indebtedness is secured solely by the contracts between the Issuers and the Subsidiaries and the owners of timeshare interests in the timeshare units of the Issuers and the Subsidiaries;



(j)

Indebtedness not otherwise permitted by clauses (a) through (i) above in an aggregate principal amount (or accreted value, as applicable) at any time outstanding pursuant to this clause (j), including all Permitted Refinancing Indebtedness incurred to repay, redeem, discharge, retire, defease, refund, refinance or replace any Indebtedness incurred pursuant to this clause (j), not to exceed $1.0 million; and



(k)

Existing Indebtedness.

        "Permitted Investment" means:

(a)

any Investment in any of the Senior Secured Notes or the Senior Secured Note Guarantees;



(b)

any Investment in cash or Cash Equivalents;



(c)

intercompany notes to the extent permitted under clause (i) or (ii) of clause (e) of the definition of "Permitted Indebtedness;"



(d)

any Investment by the Issuers or any Guarantor in a Person in a Related Business if as a result of such Investment such Person becomes a Guarantor or such Person is merged with or into the Issuers or a Guarantor;



(e)

Investments in existence on the Issue Date;



(f)

any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described under "Offers to Purchase the Senior Secured Notes—Limitation on Sale of Assets and Subsidiary Stock;"



(g)

credit extensions to gaming customers in the ordinary course of business, consistent with industry practice; and



(h)

loans or advances to employees of the Issuers and the Subsidiaries made in the ordinary course of business in an aggregate amount not to exceed $500,000 at any one time outstanding.

"Permitted Liens" means:

(a)

Liens existing on the Issue Date;



(b)

Liens imposed by governmental authorities for taxes, assessments or other charges not yet subject to penalty or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the Issuers' books in accordance with GAAP;



(c)

statutory liens of carriers, warehousemen, mechanics, materialmen, landlords, repairmen or other like Liens arising by operation of law in the ordinary course of business provided that (1) the underlying obligations are not overdue for a period of more than 30 days, or (2) such Liens are being contested in good faith and by appropriate proceedings and adequate reserves with respect thereto are maintained on the Issuers' books in accordance with GAAP;

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(d)

Liens securing the performance of bids, trade contracts (other than borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;



(e)

easements, rights-of-way, zoning and similar restrictions and other similar encumbrances or title defects incurred in the ordinary course of business consistent with industry practices which, singly or in the aggregate, do not in any case materially detract from the value of the property subject thereto (as such property is used by the Issuers or any of the Subsidiaries) or interfere with the ordinary conduct of the business of the Issuers or any of the Subsidiaries;



(f)

pledges or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security legislation;



(g)

Liens securing Indebtedness of a Person existing at the time such Person becomes a Subsidiary or is merged with or into the Issuers or a Subsidiary or any Lien securing Indebtedness incurred in connection with an Acquisition, provided, that such Liens were in existence prior to the date of such acquisition, merger or consolidation, were not incurred in anticipation thereof, and do not extend to any other assets;



(h)

Liens that secure FF&E Financing, Purchase Money Indebtedness or Capitalized Lease Obligations permitted to be incurred pursuant to clause (d) of the definition of "Permitted Indebtedness;" provided such Liens do not extend to or cover any property or assets other than those being acquired, leased or developed with the proceeds of such Indebtedness;



(i)

leases or subleases granted to other Persons in the ordinary course of business not materially interfering with the conduct of the business of the Issuers or any of the Subsidiaries or materially detracting from the value of the relative assets of the Issuers or any Subsidiary;



(j)

Liens arising from precautionary Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuers or any of the Subsidiaries in the ordinary course of business;



(k)

Liens securing Permitted Refinancing Indebtedness incurred to refinance any Indebtedness that was previously so secured in a manner no more adverse to the Holders of the Senior Secured Notes than the terms of the Liens securing such refinanced Indebtedness, provided that the Indebtedness secured is not increased and the Lien is not extended to any additional assets or property that would not have been security for the Indebtedness refinanced;



(l)

Liens securing Indebtedness incurred under the Credit Agreement pursuant to the Credit Facility Basket;



(m)

Liens securing the Senior Secured Notes and the Senior Secured Note Guarantees; and



(n)

Liens in favor of the Issuers or any Guarantor, which are assigned to the Trustee to secure the payment of the Senior Secured Notes or a Senior Secured Note Guarantee, as applicable.

        "Permitted Refinancing Indebtedness" means Indebtedness (including Disqualified Capital Stock):

(a)

issued in exchange for, or the proceeds from the issuance and sale of which are used substantially concurrently to repay, redeem, defease, refund, refinance, discharge or otherwise retire for value, in whole or in part, or



(b)

constituting an amendment, modification or supplement to, or a deferral or renewal of ((a) and (b) above are, collectively, a "Refinancing"),

any Indebtedness (including Disqualified Capital Stock) in a principal amount or, in the case of Disqualified Capital Stock, liquidation preference, not to exceed (after deduction of reasonable and customary fees and expenses incurred in connection with the Refinancing plus the amount of

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any premium paid in connection with such Refinancing) the lesser of (1) the principal amount or, in the case of Disqualified Capital Stock, liquidation preference, of the Indebtedness (including Disqualified Capital Stock) so Refinanced and (2) if such Indebtedness being Refinanced was issued with an original issue discount, the accreted value thereof (as determined in accordance with GAAP) at the time of such Refinancing;

provided, that:

(A)

such Permitted Refinancing Indebtedness shall only be used to refinance outstanding Indebtedness (including Disqualified Capital Stock) of such Person issuing such Permitted Refinancing Indebtedness,



(B)

such Permitted Refinancing Indebtedness shall (x) not have an Average Life shorter than the Indebtedness (including Disqualified Capital Stock) to be so refinanced at the time of such Refinancing and (y) in all respects, be no less contractually subordinated or junior, if applicable, to the rights of Holders of the Senior Secured Notes than was the Indebtedness (including Disqualified Capital Stock) to be refinanced,



(C)

such Permitted Refinancing Indebtedness shall have a final stated maturity or redemption date, as applicable, no earlier than the final stated maturity or redemption date, as applicable, of the Indebtedness (including Disqualified Capital Stock) to be so refinanced or, if sooner, 91 days after the Stated Maturity of the Senior Secured Notes, and



(D)

such Permitted Refinancing Indebtedness shall be secured (if secured) in a manner no more adverse to the Holders of the Senior Secured Notes than the terms of the Liens (if any) securing such refinanced Indebtedness, including, without limitation, the amount of Indebtedness secured shall not be increased.

"Permitted Tax Distributions" in respect of an Issuer means, with respect to any taxable year or portion thereof in which such Issuer is a Flow Through Entity, the sum of: (i) the product of (a) the excess of (1) all items of taxable income or gain (other than capital gain) of such Issuer for such year or portion thereof over (2) all items of taxable deduction or loss (other than capital loss) of such Issuer for such year or portion thereof and (b) the Applicable Income Tax Rate, plus (ii) the product of (a) the net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss), if any, of such Issuer for such year or portion thereof and (b) the Applicable Capital Gain Tax Rate, plus (iii) the product of (a) the net short-term capital gain (i.e., the excess of net short-term capital gain over net long-term capital loss), if any, of such Issuer for such year or portion thereof and (b) the Applicable Income Tax Rate, minus (iv) the aggregate Tax Loss Benefit Amount for such Issuer for such year or portion thereof; provided, that in no event shall the Applicable Income Tax Rate or the Applicable Capital Gain Tax Rate exceed the greater of (i) the highest aggregate applicable effective marginal rate of United States federal, state, and local income tax to which a corporation doing business in the State of Nevada would be subject to in the relevant year of determination (as certified to the Trustee by a nationally recognized tax accounting firm) plus 5% and (ii) 60%. For purposes of calculating the amount of the Permitted Tax Distributions the items of taxable income, gain, deduction or loss (including capital gain or loss) of any Flow Through Entity of which such Issuer is treated for United States federal income tax purposes as a member (but only for periods for which such Flow Through Entity is treated as a Flow Through Entity), which items of income, gain, deduction or loss are allocated to or otherwise treated as items of income, gain, deduction or loss of such Issuer for United States federal income tax purposes, shall be included in determining the taxable income, gain, deduction or loss (including capital gain or loss) of such Issuer.

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        Estimated tax distributions may be made within thirty days following March 15, May 15, August 15, and December 15 based upon an estimate of the excess of (x) the tax distributions that would be payable for the period beginning on January 1 of such year and ending on March 31, May 31, August 31, and December 31 if such period were a taxable year (computed as provided above) over (y) distributions attributable to all prior periods during such taxable year.

        The amount of the Permitted Tax Distribution for a taxable year shall be re-computed promptly after (i) the filing by such Issuer and each subsidiary of such Issuer that is treated as a Flow Through Entity of their respective annual income tax returns and (ii) a United States federal or state taxing authority finally determines that the amount of the items of taxable income, gain, deduction, or loss of such Issuer or any such subsidiary that is treated as a Flow Through Entity for such taxable year or the aggregate Tax Loss Benefit Amount carried forward to such taxable year should be adjusted (each of clauses (i) and (ii) a "Tax Calculation Event"). To the extent that the Permitted Tax Distributions previously distributed in respect of any taxable year are either greater than (a "Tax Distribution Overage") or less than (a "Tax Distribution Shortfall") the Permitted Tax Distributions with respect to such taxable year, as determined by reference to the computation of the amount of the items of income, gain, deduction, or loss of such Issuer and each such subsidiary in connection with a Tax Calculation Event, the amount of the estimated Permitted Tax Distributions that may be made on the estimated tax distribution date immediately following such Tax Calculation Event shall be reduced or increased as appropriate to the extent of the Tax Distribution Overage or the Tax Distribution Shortfall. To the extent that a Tax Distribution Overage remains after the estimated tax distribution date immediately following such Tax Calculation Event, the amount of the estimated Permitted Tax Distribution that may be made on the subsequent estimated tax distribution date shall be reduced to the extent of such Tax Distribution Overage.

        Prior to making any Permitted Tax Distributions, such Issuer shall require each Equity Holder to agree that promptly after the second estimated tax distribution date following a Tax Calculation Event, such Equity Holder shall reimburse such Issuer to the extent of its pro rata share (based on the portion of Permitted Tax Distributions distributed to such Equity Holder for the taxable year) of any remaining Tax Distribution Overage.

"Person" or "person" means any individual, corporation, limited liability company, joint stock company, joint venture, partnership, limited liability partnership, association, unincorporated organization, trust, governmental regulatory entity, country, state, agency or political subdivision thereof, municipality, county, parish or other entity.

        "Preferred Stock" means any Equity Interest of any class or classes of a Person (however designated) which is preferred as to payments of dividends, or as to distributions upon any liquidation or dissolution, over Equity Interests of any other class of such Person.

        "Pro Forma" or "pro forma" shall have the meaning set forth in Regulation S-X under the Securities Act, unless otherwise specifically stated herein.

        "Purchase Money Indebtedness" of any Person means any Indebtedness of such Person to any seller or other Person incurred solely to finance the acquisition (including in the case of a Capitalized Lease Obligation, the lease), construction, installation or improvement of any after acquired real or personal tangible property which, in the reasonable good faith judgment of the applicable Issuer's Board of Directors, is directly related to a Related Business of the Issuers or any of the Subsidiaries and which is incurred concurrently with such acquisition, construction, installation or improvement and is secured only by the assets so financed.

        "Qualified Capital Stock" means, with respect to any Person, any Capital Stock of such Person that is not Disqualified Capital Stock.

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        "Qualified Equity Offering" means an underwritten public offering for cash pursuant to a registration statement filed with the SEC in accordance with the Securities Act of (a) Qualified Capital Stock of the Issuers or (b) Qualified Capital Stock of a holding company that wholly owns each of the Issuers; provided that in the case of this clause (b), such holding company contributes to the capital of the Issuers the portion of the net cash proceeds of such offering necessary to pay the aggregate redemption price, together with accrued and unpaid interest (and Liquidated Damages, if any) thereon to the Redemption Date, of the Senior Secured Notes to be redeemed pursuant to the provisions described in the third paragraph under "—Redemption of the Senior Secured Notes—Optional Redemption."

        "Qualified Exchange" means:

(1)

any legal defeasance, redemption, retirement, repurchase or other acquisition of Capital Stock, or Indebtedness of the Issuers issued on or after the Issue Date with the Net Cash Proceeds received by the Issuers from the substantially concurrent sale of its Qualified Capital Stock (other than to a Subsidiary); or



(2)

any issuance of Qualified Capital Stock of the Issuers in exchange for any Capital Stock or Indebtedness of the Issuers issued on or after the Issue Date.

"Recourse Indebtedness" means Indebtedness (a) as to which the Issuers or one of the Subsidiaries (1) provides credit support of any kind (including any undertaking, guarantee agreement or instrument that would constitute Indebtedness), (2) is directly or indirectly liable (as a guarantor or otherwise), or (3) constitutes the lender, or (b) a default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) a holder of any other Indebtedness of the Issuers or any of the Subsidiaries (other than the Senior Secured Notes and Senior Secured Note Guarantees) to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity.

        "Reference Period" with regard to any Person means the four full fiscal quarters (or such lesser period during which such Person has been in existence) ended immediately preceding any date upon which any determination is to be made pursuant to the terms of the Senior Secured Notes or the Senior Secured Note Indenture.

        "Registration Rights Agreement" means the Registration Rights Agreement, dated as of the Issue Date, by and among the Issuers and the other parties named on the signature pages thereof, and any substantially identical registration rights agreement with respect to any Additional Senior Secured Notes, as such agreement may be amended, modified or supplemented from time to time.

        "Related Business" means the business conducted (or proposed to be conducted) by the Issuers and the Subsidiaries as of the Issue Date and any and all businesses that in the reasonable good faith judgment of the applicable Issuer's Board of Directors are materially related businesses.

        "Restricted Investment" means, in one or a series of related transactions, any Investment, other than a Permitted Investment.

        "Restricted Payment" means, with respect to any Person:

(a)

the declaration or payment of any dividend or other distribution in respect of Equity Interests of such Person,



(b)

any payment (except to the extent with Qualified Capital Stock) on account of the purchase, redemption or other acquisition or retirement for value of Equity Interests of such Person,



(c)

other than with the proceeds from the substantially concurrent sale of, or in exchange for, Permitted Refinancing Indebtedness any purchase, redemption, or other acquisition or

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retirement for value of, any payment in respect of any amendment of the terms of or any defeasance of, any Subordinated Indebtedness, directly or indirectly, by such Person or a Subsidiary of such Person prior to the scheduled maturity, any scheduled repayment of principal, or scheduled sinking fund payment, as the case may be, of such Indebtedness and

(d)

any Restricted Investment by such Person;

provided, however, that the term "Restricted Payment" does not include (1) any dividend, distribution or other payment on or with respect to Equity Interests of an issuer to the extent payable solely in shares of Qualified Capital Stock of such issuer, or (2) any dividend, distribution or other payment to the Issuers, or to any of the Guarantors, by the Issuers or any of the Subsidiaries and any Investment in any Guarantor by the Issuers or any Subsidiary.

        "Senior Secured Note Collateral" means all assets and other property, whether now owned or hereafter acquired, upon which a Lien securing the Obligations is granted or purported to be granted under any Senior Secured Note Collateral Agreement.

        "Senior Subordinated Note Guarantees" means the guarantees by the Guarantors of the Issuers' obligations under the Senior Subordinated Notes in accordance with the Senior Subordinated Note Indenture.

        "Senior Subordinated Note Indenture" means the indenture, dated as of the Issue Date, among the Issuers, the Guarantors and the Trustee, governing the Senior Subordinated Notes.

        "Senior Subordinated Notes" means the 12.750% Senior Subordinated Discount Notes due 2013 issued by the Issuers.

        "Significant Subsidiary" shall have the meaning set forth in Regulation S-X under the Securities Act, as in effect on the Issue Date.

        "Stated Maturity," when used with respect to any Senior Secured Note, means January 15, 2012.

        "Subordinated Indebtedness" means the Senior Subordinated Notes and the Senior Subordinated Note Guarantees and any other Indebtedness of the Issuers or a Guarantor that is contractually subordinated to the Senior Secured Notes or such Senior Secured Note Guarantee, as applicable, in any respect.

        "subsidiary," with respect to any Person, means (1) a corporation a majority of whose Equity Interests with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by such Person, by such Person and one or more Subsidiaries of such Person or by one or more Subsidiaries of such Person, and (2) any other Person (other than a corporation) in which such Person, one or more Subsidiaries of such Person, or such Person and one or more Subsidiaries of such Person, directly or indirectly, at the date of determination thereof has a majority ownership interest, or (3) a partnership in which such Person or a Subsidiary of such Person is, at the time, a general partner and in which such Person, directly or indirectly, at the date of determination thereof has a majority ownership interest. Unless the context requires otherwise, "subsidiary," with respect to any Person, means each direct and indirect subsidiary of such Person.

        "Subsidiary" means any subsidiary of any of the Issuers that is not an Unrestricted Subsidiary.

        "Tax Loss Benefit Amount" means with respect to any taxable year or portion thereof, the amount by which the Permitted Tax Distributions would be reduced were a net operating loss or net capital loss from a prior taxable year of an Issuer ending subsequent to the Issue Date carried forward to the applicable taxable year or portion thereof; provided, that for such purpose the amount of any such net operating loss or net capital loss shall be used only once and in each case the unused portion of such loss shall be carried forward to the next succeeding taxable year until so used. For purposes of calculating the Tax Loss Benefit Amount, the proportionate part of the items of taxable income, gain,

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deduction, or loss (including capital gain or loss) of any Subsidiary that is a Flow Through Entity for a taxable year or portion thereof of such Subsidiary ending subsequent to the Issue Date shall be included in determining the amount of net operating loss or net capital loss of such Issuer.

"Truck Parking" means the improved real property consisting of approximately 4.61 acres (7.73 acres at such time as the truck parking land owned by Rock Springs is deeded to Virgin River Casino Corporation, which is scheduled to occur before the Issue Date) on which truck parking for Virgin River is located. The Truck Parking is owned in fee by Virgin River and is situated to the east of the Virgin River Casino.

        "Unrestricted Subsidiary" means:

(1)

any subsidiary of the Issuers that, at or prior to the time of determination, shall have been designated by the applicable Issuer's Board of Directors as an Unrestricted Subsidiary; provided, that such subsidiary at the time of such designation (a) has no Recourse Indebtedness; (b) is not party to any agreement, contract, arrangement or understanding with the Issuers or any Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Issuers or such Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuers; (c) is a Person with respect to which neither the Issuers nor any of the Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Equity Interests or (y) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; and (d) does not directly, indirectly or beneficially own any Equity Interests of, or Subordinated Indebtedness of, or own or hold any Lien on any property of, the Issuers or any other Subsidiary, and



(2)

any subsidiary of an Unrestricted Subsidiary.

        Any Issuer's Board of Directors may designate any Unrestricted Subsidiary to be a Subsidiary, provided, that (1) no Default or Event of Default is existing or will occur as a consequence thereof and (2) immediately after giving effect to such designation, on a pro forma basis, the Issuers could incur at least $1.00 of Indebtedness pursuant to the Debt Incurrence Ratio of the covenant "—Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock." Each such designation shall be evidenced by filing with the Trustee a certified copy of the resolution giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing conditions.

        "U.S. Government Obligations" means direct non-callable obligations of, or noncallable obligations guaranteed by, the United States of America for the payment of which obligation or guarantee the full faith and credit of the United States of America is pledged.

        "Voting Equity Interests" means Equity Interests which at the time are entitled to vote in the election of, as applicable, directors, members or partners generally.

        "Wholly Owned Subsidiary" means a Subsidiary all the Equity Interests of which (other than directors' qualifying shares) are owned by the Issuers or one or more Wholly Owned Subsidiaries or a combination thereof.

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DESCRIPTION OF SENIOR SUBORDINATED NOTES

        The old senior subordinated notes were, and the new senior subordinated notes will be, issued under an indenture, dated as of the Issue Date (the "Senior Subordinated Note Indenture"), among the Issuers, the Guarantors and The Bank of New York Trust Company, N.A., as trustee (the "Trustee"). The old senior subordinated notes and the new senior subordinated notes are together referred to as the "Senior Subordinated Notes." The terms of the Senior Subordinated Notes include those stated in the Senior Subordinated Note Indenture and those made a part of the Senior Subordinated Note Indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").

        The Description of Notes, this Description of Senior Subordinated Notes and the sections "Registration Rights; Liquidated Damages" and "Book Entry Procedures, Delivery, Form, Transfer and Exchange" summarize certain provisions of the Senior Subordinated Note Indenture and the Registration Rights Agreement. Such summaries do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the Senior Subordinated Note Indenture, the Registration Rights Agreement and terms made a part of the Senior Subordinated Note Indenture by reference to the Trust Indenture Act. The Issuers urge you to read the Senior Subordinated Note Indenture, the Registration Rights Agreement and the Trust Indenture Act because they, and not this description, define your rights as a holder of Senior Subordinated Notes. Wherever particular provisions of the Senior Subordinated Note Indenture, the Registration Rights Agreement and the Trust Indenture Act are referred to in this Description of Senior Subordinated Notes or elsewhere in this prospectus, such provisions are incorporated by reference as part of the statements made, and such statements are qualified in their entirety by such reference. Copies of the Senior Subordinated Note Indenture and the Registration Rights Agreement are available from the Issuers as described below under the section of this prospectus entitled "Where You Can Find More Information."

        You can find the definitions of certain terms used in this Description of Senior Subordinated Notes under "Certain Definitions" and throughout the Description of Notes, this Description of Senior Subordinated Notes and the sections "Registration Rights; Liquidated Damages" and "Book Entry Procedures, Delivery, Form, Transfer and Exchange."

Brief Description of the Senior Subordinated Notes and the Senior Subordinated Note Guarantees

The Senior Subordinated Notes

        The Senior Subordinated Notes are:

•

the Issuers' general obligations;



•

subordinated in right of payment to all of the Issuers' existing and future Senior Debt, including the Senior Secured Notes and borrowings under the Credit Agreement;



•

ranked pari passu in right of payment with all of the Issuers' future senior subordinated Indebtedness;



•

ranked senior in right of payment to all of the Issuers' future Subordinated Indebtedness; and



•

unconditionally guaranteed by the Guarantors on a senior subordinated unsecured basis.

        The Senior Subordinated Notes were and will be issued in fully registered form only, without coupons, in denominations of $1,000 and integral multiples of $1,000.

        The term "Subsidiaries" as used in this Description of Senior Subordinated Notes does not include Unrestricted Subsidiaries. On the Issue Date, none of the Subsidiaries will be Unrestricted Subsidiaries. However, under the circumstances described below under "Certain Definitions—Unrestricted Subsidiaries," the Issuers will be able to designate current or future Subsidiaries as Unrestricted

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Subsidiaries. Unrestricted Subsidiaries will not be subject to the restrictive covenants set forth in the Senior Subordinated Note Indenture.

The Senior Subordinated Note Guarantees

        The Senior Subordinated Notes will be jointly and severally, irrevocably and unconditionally, guaranteed (the "Senior Subordinated Note Guarantees") on a senior subordinated unsecured basis by each of the Issuers' present and future Subsidiaries, as set forth under "—Guarantors" below (the "Guarantors"). On the Issue Date, the Issuers will not have any Foreign Subsidiaries.

        The Senior Subordinated Note Guarantees are:

•

the Guarantors' general obligations;



•

subordinated in right of payment to all of the Guarantors' existing and future Senior Debt, including the guarantees of the Senior Secured Notes and borrowings under the Credit Agreement;



•

ranked pari passu in right of payment with all of the Guarantors' future senior subordinated Indebtedness; and



•

ranked senior in right of payment to all of the Guarantors' future Subordinated Indebtedness.

        The obligations of each Guarantor under its Senior Subordinated Note Guarantee, however, are limited in a manner intended to avoid it being deemed a fraudulent conveyance under applicable law. For a discussion of some of the bankruptcy limitations and other risks related to the Senior Subordinated Note Guarantees, see "Risk Factors—Risks Related to this Offering and the Notes—Fraudulent Transfer."

Subordination

        As mentioned above, the Senior Subordinated Notes and the Senior Subordinated Note Guarantees are subordinated to the prior payment in full of all of the Issuers' and the Guarantors' Senior Debt, as applicable. This means that holders of Senior Debt must be paid in full before any amounts are paid to the Holders of the Senior Subordinated Notes in the event the Issuers or the Guarantors become bankrupt or are liquidated, and that holders of Designated Senior Debt can block payments to the Holders of the Senior Subordinated Notes in the event of a default by the Issuers on such Designated Senior Debt, all as more fully described below.

        As of September 30, 2004, after giving effect to the consummation of the Transactions and the termination of the lease agreement with MDW Mesquite, LLC, the Issuers would have had outstanding on a combined basis (i) an aggregate of approximately $127.5 million of Senior Debt (assuming termination of the lease agreement with MDW Mesquite, LLC), consisting of $125.0 million aggregate principal amount of the Senior Secured Notes, $1.9 million of equipment financing and $0.7 million of timeshare financing, all of which Indebtedness is secured, and an aggregate of approximately $135.0 million of Senior Debt (assuming no termination of the lease agreement with MDW Mesquite, LLC), consisting of $125.0 million aggregate principal amount of the Senior Secured Notes, $7.4 million of capital lease obligations, $1.9 million of equipment financing and $0.7 million in timeshare financing, (ii) no Indebtedness that ranked equal in right of payment with the Senior Subordinated Notes and (iii) no Indebtedness that was subordinate in right of payment to the Senior Subordinated Notes.

Subordination to Senior Debt

        Upon any distribution of the assets of any of the Issuers or any of the Guarantors upon any dissolution, winding up, total or partial liquidation or reorganization of such Issuer or Guarantor,

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whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities:

(1)

the holders of all of such Issuer's or such Guarantor's Senior Debt, as applicable, will first be entitled to receive payment in full in cash or Cash Equivalents (or have such payment duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents before the Holders of the Senior Subordinated Notes are entitled to receive any payment on account of any Obligation in respect of the Senior Subordinated Notes, including the principal of or premium, if any, or interest (or Liquidated Damages, if any) on the Notes, or on account of the redemption provisions of the Senior Subordinated Notes or any repurchases of Senior Subordinated Notes, in any such case, other than (i) payments made with Junior Securities, and (ii) payments made from the trusts described below under "—Legal Defeasance and Covenant Defeasance" and "—Satisfaction and Discharge;" and



(2)

any payment or distribution of such Issuer's or such Guarantor's assets of any kind or character from any source, whether in cash, property or securities (other than Junior Securities) to which the Holders or the Trustee on behalf of the Holders would be entitled (by set-off or otherwise), except for the subordination provisions contained in the Senior Subordinated Note Indenture, will be paid by the liquidating trustee or agent or other Person making such a payment or distribution directly to the holders of such Senior Debt or their representative to the extent necessary to make payment in full (or have such payment duly provided for) on all such Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt.

Payment and Other Defaults on Designated Senior Debt

        The Issuers and the Guarantors may not, and will not permit any Subsidiary to, make payment (by set-off or otherwise), as applicable, on account of any Obligation in respect of the Senior Subordinated Notes, including the principal of, or premium, if any, or interest (or Liquidated Damages, if any) on the Notes, or on account of the redemption provisions of the Senior Subordinated Notes or any repurchases of Senior Subordinated Notes, for cash or property (other than (i) payments made with Junior Securities, and (ii) payments made from the trusts described below under "—Legal Defeasance and Covenant Defeasance" and "—Satisfaction and Discharge"):

(1)

upon the maturity of any of Designated Senior Debt of the Issuers or such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Designated Senior Debt are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or



(2)

in the event of default in the payment of any principal of, premium, if any, or interest on Designated Senior Debt of the Issuers or such Guarantor, as applicable, when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by acceleration, declaration or otherwise (a "Payment Default"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist.

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        Upon (1) the happening of an event of default other than a Payment Default that permits the holders of Designated Senior Debt to declare such Designated Senior Debt to be due and payable and (2) written notice of such event of default given to the Issuers and the Trustee by any holder of Designated Senior Debt or such holder's representative (a "Payment Blockage Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of any Issuer or any Guarantor which is an obligor under such Designated Senior Debt on account of any Obligation in respect of the Senior Subordinated Notes, including the principal of or premium, if any, or interest (or Liquidated Damages, if any) on the Notes, or on account of the redemption provisions of the Senior Subordinated Notes or any repurchases of Senior Subordinated Notes, in any such case, other than (i) payments made with Junior Securities, and (ii) payments made from the trusts described below under "—Legal Defeasance and Covenant Defeasance" and "—Satisfaction and Discharge."

        Notwithstanding the foregoing, unless the Designated Senior Debt in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Blockage Notice is delivered as set forth above (the "Payment Blockage Period") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Issuers and the Guarantors shall be required to pay all sums not previously paid to the Holders of the Senior Subordinated Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Senior Subordinated Notes.

        Any number of Payment Blockage Notices may be given; provided, however, that:

(1)

not more than one Payment Blockage Notice shall be given within a period of any 360 consecutive days, and



(2)

no non-payment default that existed upon the date of such Payment Blockage Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Designated Senior Debt) shall be made the basis for the commencement of any subsequent Payment Blockage Period unless such default has been cured or waived for a period of not less than 90 consecutive days.

        In the event that, notwithstanding the foregoing, any payment or distribution of any Issuer's or any Guarantor's assets (other than Junior Securities) shall be received by the Trustee or the Holders of Senior Subordinated Notes at a time when such payment or distribution is prohibited by the foregoing provisions, such payment or distribution shall be held in trust for the benefit of the holders of such Senior Debt, and shall be paid or delivered by the Trustee or such Holders, as the case may be, to the holders of such Senior Debt remaining unpaid or unprovided for or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Debt held or represented by each, for application to the payment of all such Senior Debt remaining unpaid, to the extent necessary to pay or to provide for the payment of all such Senior Debt in full in cash or Cash Equivalents or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents after giving effect to any concurrent payment or distribution to the holders of such Senior Debt.

        No provision contained in the Senior Subordinated Note Indenture or the Senior Subordinated Notes affects the obligation of the Issuers or the Guarantors, which is absolute and unconditional, to pay, when due, principal of or premium, if any, and interest (and Liquidated Damages, if any) on the Senior Subordinated Notes. The subordination provisions of the Senior Subordinated Note Indenture and the Senior Subordinated Notes do not prevent the occurrence of any Default or Event of Default under the Senior Subordinated Note Indenture or limit the rights of the Trustee or any Holder to pursue any other rights or remedies with respect to the Senior Subordinated Notes.

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        As a result of these subordination provisions, in the event of the liquidation, bankruptcy, reorganization, insolvency, receivership or similar proceeding or an assignment for the benefit of the creditors of, or a marshalling of the assets and liabilities of, any of the Issuers or the Guarantors, Holders of the Senior Subordinated Notes may receive ratably less than other creditors.

Principal, Maturity and Interest; Additional Senior Subordinated Notes

        On the Issue Date, the Issuers issued Senior Subordinated Notes in an aggregate principal amount at maturity of $66.0 million (the "Initial Notes"). The Senior Subordinated Note Indenture provides, in addition to the $66.0 million aggregate principal amount at maturity of Initial Notes being issued on the Issue Date, for the issuance of additional Senior Subordinated Notes having identical terms and conditions to the Initial Notes (the "Additional Senior Subordinated Notes"), without the consent of Holders of previously issued Notes, subject to compliance with the terms of the Indentures, including the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock." Interest would accrue on the Additional Senior Subordinated Notes as set forth in such Additional Senior Subordinated Notes and in the Senior Subordinated Note Indenture. Any such Additional Senior Subordinated Notes would be issued on the same terms as the Initial Notes, would constitute part of the same series of securities as the Initial Notes, would vote together with the Initial Notes as one series on all matters with respect to the Senior Subordinated Notes and would have, for United States federal income tax purposes, an "issue price," as determined on the issue date of the Additional Senior Subordinated Notes, equal to the "adjusted issue price" of the Initial Notes as determined on such issue date. Except where stated otherwise, all references to Senior Subordinated Notes herein include the Additional Senior Subordinated Notes.

        The Senior Subordinated Notes will mature on January 15, 2013. The Senior Subordinated Notes are being issued at a discount in order to yield 12.750% per annum to maturity and will accrete to par by January 15, 2009.

        The Senior Subordinated Notes will bear interest at 12.750% per annum from the date of issuance or from the most recent date to which interest has been paid or provided for (the "Interest Payment Date"). Prior to January 15, 2009, non-cash interest will accrue on the Senior Subordinated Notes in the form of an increase in the accreted value. On and after July 15, 2009, interest will be payable in cash semi-annually in arrears on January 15 and July 15 of each year to the Persons in whose names such Senior Subordinated Notes are registered at the close of business on the January 1 or July 1 immediately preceding such Interest Payment Date (each, an "Interest Record Date"). Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

Methods of Receiving Payments on the Senior Subordinated Notes

        Principal of and premium, if any, and cash interest (and Liquidated Damages, if any) on the Senior Subordinated Notes are payable, and the Senior Subordinated Notes may be presented for registration of transfer or exchange, at the Issuers' office or agency maintained for such purpose, which office or agency shall be maintained in the Borough of Manhattan, The City of New York. Except as set forth below, at the Issuers' option, payment of cash interest may be made by check mailed to the Holders at the addresses set forth upon the Issuers' registry books (or by wire transfer to the accounts specified by them). See "Book-Entry Procedures, Delivery, Form, Transfer and Exchange—Same Day Settlement and Payment." No service charge will be made for any registration of transfer or exchange of Senior Subordinated Notes, but the Issuers may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Until otherwise designated by the Issuers, the Issuers' office or agency will be the corporate trust office of the Trustee presently located at the office of the Trustee in the Borough of Manhattan, The City of New York.

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Redemption of the Senior Subordinated Notes

Optional Redemption

        The Issuers do not have the right to redeem any Senior Subordinated Notes prior to January 15, 2009 (other than with the Net Cash Proceeds of a Qualified Equity Offering, as described below).

        At any time on or after January 15, 2009, the Issuers may redeem the Senior Subordinated Notes for cash at the Issuers' option, in whole or in part, at any time and from time to time, upon not less than 30 days nor more than 60 days notice to each Holder of Senior Subordinated Notes, at the following redemption prices (expressed as percentages of the principal amount) if redeemed during the 12-month period commencing January 15 of the years indicated below, in each case together with accrued and unpaid interest (and Liquidated Damages, if any) thereon to the date of redemption of the Senior Subordinated Notes (the "Redemption Date"):

Year	Percentage
2009	106.375	%
2010	103.188	%
2011 and thereafter	100.000	%

        At any time on or prior to January 15, 2008, upon a Qualified Equity Offering, up to 35% of the aggregate principal amount at maturity of the Senior Subordinated Notes originally issued pursuant to the Senior Subordinated Note Indenture may be redeemed at the Issuers' option within 90 days of such Qualified Equity Offering, on not less than 30 days, but not more than 60 days, notice to each Holder of Senior Subordinated Notes to be redeemed, with cash received by the Issuers from the Net Cash Proceeds of such Qualified Equity Offering, at a redemption price equal to 112.750% of the principal amount thereof, together with accrued and unpaid interest (and Liquidated Damages, if any) thereon to the Redemption Date; provided, however, that immediately following such redemption not less than 65% of the aggregate principal amount at maturity of the Senior Subordinated Notes originally issued pursuant to the Senior Subordinated Note Indenture on the Issue Date remain outstanding.

        If the Redemption Date is on or after an Interest Record Date, and on or before the associated Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any) due on such Interest Payment Date will be paid to the Person in whose name a Senior Subordinated Note is registered at the close of business on such Interest Record Date.

Regulatory Redemption

        If any Gaming Authority requires that a Holder or beneficial owner of Senior Subordinated Notes must be licensed, qualified or found suitable under any applicable Gaming Law and such Holder or beneficial owner fails to apply for a license, qualification or a finding of suitability within 30 days after being requested to do so by the Gaming Authority (or such lesser period that may be required by such Gaming Authority), or if such Holder or such beneficial owner is not so licensed, qualified or found suitable, the Issuers shall have the right, at the Issuers' option, (1) to require such Holder or beneficial owner to dispose of such Holder's or beneficial owner's Senior Subordinated Notes within 30 days of receipt of notice of such finding by the applicable Gaming Authority or such earlier date as may be ordered by such Gaming Authority or (2) to call for the redemption (a "Regulatory Redemption") of the Senior Subordinated Notes of such Holder or beneficial owner at the principal amount thereof or, if required by such Gaming Authority, the lesser of (a) the price at which such Holder or beneficial owner acquired the Senior Subordinated Notes, and (b) the fair market value of such Senior Subordinated Notes on the date of redemption, together with, in either case, accrued and unpaid interest (and, if permitted by such Gaming Authority, Liquidated Damages) to the earlier of the date of redemption or such earlier date as may be required by such Gaming Authority or the date of the finding of unsuitability by such Gaming Authority, which may be less than 30 days following the notice

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of redemption, if so ordered by such Gaming Authority. The Issuers shall notify the Trustee in writing of any such redemption as soon as practicable and the redemption price of each Senior Subordinated Note to be redeemed.

        The Holder or beneficial owner applying for a license, qualification or a finding of suitability must pay all costs of the licensure and investigation for such qualification or finding of suitability. Under the Senior Subordinated Note Indenture, the Issuers are not required to pay or reimburse any Holder of the Senior Subordinated Notes or beneficial owner who is required to apply for such license, qualification or finding of suitability for the costs of the licensure and investigation for such qualification or finding of suitability. Such expense will, therefore, be the obligation of such Holder or beneficial owner. See "Risk Factors—Risks Related to this Offering and the Notes—Required Regulatory Redemption."

Mandatory Redemption

        The Senior Subordinated Notes do not have the benefit of any sinking fund and the Issuers are not required to make any mandatory redemption payments with respect to the Senior Subordinated Notes.

Selection and Notice

        In the case of a partial redemption, the Trustee shall select the Senior Subordinated Notes or portions thereof for redemption on a pro rata basis, by lot or in such other manner it deems appropriate and fair. The Senior Subordinated Notes may be redeemed in part in multiples of $1,000 only.

        Notice of any redemption will be sent, by first class mail, at least 30 days and not more than 60 days prior to the Redemption Date to the Holder of each Senior Subordinated Note to be redeemed to such Holder's last address as then shown in the registry books of the Issuers' registrar. Any notice which relates to a Senior Subordinated Note to be redeemed in part only must state the portion of the principal amount at maturity of such Senior Subordinated Note to be redeemed and must state that on and after the Redemption Date, upon surrender of such Senior Subordinated Note, a new Senior Subordinated Note or Senior Subordinated Notes in a principal amount at maturity equal to the unredeemed portion thereof will be issued. On and after the Redemption Date, interest (and Liquidated Damages, if any) will cease to accrue on the Senior Subordinated Notes or portions thereof called for redemption, unless the Issuers default in the payment thereof.

Offers to Repurchase the Senior Subordinated Notes

Repurchase of Senior Subordinated Notes at the Option of the Holder Upon a Change of Control

        The Senior Subordinated Note Indenture provides that in the event that a Change of Control has occurred, each Holder of Senior Subordinated Notes will have the right, at such Holder's option, pursuant to an offer by the Issuers (subject only to conditions required by applicable law, if any) (the "Change of Control Offer"), to require the Issuers to repurchase all or any part of such Holder's Senior Subordinated Notes (provided, that the principal amount at maturity of such Senior Subordinated Notes must be $1,000 or an integral multiple thereof) at a cash price equal to 101% of the principal amount thereof (the "Change of Control Purchase Price"), together with accrued and unpaid interest (and Liquidated Damages, if any) to the Change of Control Purchase Date (as defined below).

        In order to effect the Change of Control Offer, the Issuers shall, not later than the 30th day after the occurrence of the Change of Control, mail to each Holder of Senior Subordinated Notes notice of the Change of Control Offer (the "Change of Control Notice"), describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes on a date (the

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"Change of Control Purchase Date") that is no earlier than 30 days and no later than 60 days after the date that the Change of Control Notice is mailed, pursuant to the procedures required by the Senior Subordinated Note Indenture and described in the Change of Control Notice. On the Change of Control Purchase Date, to the extent lawful, the Issuers promptly shall purchase all Senior Subordinated Notes properly tendered in response to the Change of Control Offer.

        As used herein, a "Change of Control" means any of the following:

(1)

prior to consummation of an Initial Public Offering, the Existing Stockholders, in the aggregate, shall (A) cease to be entitled, by beneficial ownership of the Voting Equity Interests of the Issuers, contract or otherwise, to elect or designate for election a majority of the Board of Directors of each of the Issuers or (B) cease to beneficially own more than 50% of the aggregate voting power of the Voting Equity Interests of each of the Issuers, in each case, whether as a result of issuance of the securities of one or more Issuers, any merger, consolidation, liquidation or dissolution of one or more Issuers, any direct or indirect transfer of securities by the Existing Stockholders or otherwise;



(2)

after the consummation of an Initial Public Offering, (A) any "person" (including any group that is deemed to be a "person") (other than the Existing Stockholders) is or becomes the beneficial owner, directly or indirectly, of more than 35% of the aggregate voting power of the Voting Equity Interests of any of the Issuers, and (B) one or more of the Existing Stockholders beneficially own, directly or indirectly, in the aggregate, a lesser percentage of the aggregate voting power of the Voting Equity Interests of such Issuer than such other person and do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of such Issuer;



(3)

any of the Issuers adopts a plan of liquidation;



(4)

the Continuing Directors cease for any reason to constitute a majority of the Board of Directors then in office of any of the Issuers; or



(5)

any merger or consolidation of any of the Issuers with or into another person or the merger of another person with or into any of the Issuers, or the sale of all or substantially all of the assets (determined on a consolidated basis) of the Issuers to another person (other than, in all such cases, one or more of the Existing Stockholders) other than, with respect to this clause (5), a transaction in which the holders of securities that represented 100% of the aggregate voting power of such Issuer's Voting Equity Interests immediately prior to such transaction own directly or indirectly at least a majority of the aggregate voting power of the Voting Equity Interests of the surviving person in such merger or consolidation or the transferee of such assets immediately after such transaction or have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of such transferee or surviving person.

        As used in this covenant, "Person" (including any group that is deemed to be a "Person") has the meaning given by Section 13(d) of the Exchange Act, whether or not applicable.

        On or before the Change of Control Purchase Date, the Issuers will:

(1)

accept for payment Senior Subordinated Notes or portions thereof properly tendered pursuant to the Change of Control Offer,



(2)

deposit with the paying agent for the Issuers (the "Paying Agent") cash sufficient to pay the Change of Control Purchase Price together with accrued and unpaid interest (and Liquidated Damages, if any) to the Change of Control Purchase Date of all Senior Subordinated Notes so tendered, and

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(3)

deliver to the Trustee the Senior Subordinated Notes so accepted together with an Officers' Certificate listing the Senior Subordinated Notes or portions thereof being purchased by the Issuers.

        The Paying Agent promptly will pay each Holder of Senior Subordinated Notes so accepted an amount equal to the Change of Control Purchase Price together with accrued and unpaid interest (and Liquidated Damages, if any) to the Change of Control Purchase Date and the Trustee promptly will authenticate and deliver to such Holders a new Senior Subordinated Note equal in principal amount at maturity to any unpurchased portion of the Senior Subordinated Note surrendered. Any Senior Subordinated Notes not so accepted will be delivered promptly by the Issuers to the Holder thereof. The Issuers publicly will announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.

        The occurrence of the events constituting a Change of Control under the Senior Subordinated Note Indenture also will result in a right of repurchase by the holders of the Senior Secured Notes.

        Prior to complying with any of the provisions of this covenant, but in any event within 90 days following a Change of Control, the Issuers will be required either to repay all outstanding Senior Debt or to obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Senior Subordinated Notes required by this covenant.

        The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of the Senior Subordinated Note Indenture are applicable.

        The occurrence of the events constituting a Change of Control could result in an event of default under the Credit Agreement and under the Issuers' and the Issuers' subsidiaries' other debt instruments. Following such an event of default, the lenders under the Credit Agreement or such other debt instruments would have the right to require the immediate repayment of the indebtedness thereunder in full, and may have the right to require such repayment prior to the Change of Control Purchase Date on which the Issuers would be required to repurchase the Senior Subordinated Notes.

        The Credit Agreement also provides that the occurrence of a "change of control" (as defined in the Credit Agreement) constitutes an event of default under the Credit Agreement. The definition of "change of control" under the Credit Agreement is broader than that in the Senior Subordinated Note Indenture. Thus, the lenders under the Credit Agreement may be entitled to require repayment of the indebtedness thereunder due to events constituting a "change of control" (as defined therein) without such events constituting a Change of Control for purposes of the Senior Subordinated Note Indenture. However, such events may constitute an Event of Default under the Senior Subordinated Note Indenture.

        No assurances can be given that the Issuers will have funds available or otherwise will be able to purchase any Senior Subordinated Notes upon the occurrence of a Change of Control. The Credit Agreement, the Senior Secured Note Indenture and the Issuers' and the Subsidiaries' other debt instruments may prohibit or restrict the Issuers from repurchasing any Senior Subordinated Notes. See "Risk Factors—Risks Related to this Offering and the Notes—Repurchase of Notes Upon Change of Control or Asset Sale."

        The provisions of the Senior Subordinated Note Indenture relating to a Change of Control in and of themselves may not afford Holders of the Senior Subordinated Notes protection in the event of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction involving the Issuers that may adversely affect Holders of the Senior Subordinated Notes if such transaction is not the type of transaction included within the definition of a Change of Control. A transaction involving the Issuers' management or the Issuers' affiliates likewise will result in a Change of Control only if it is the type of transaction specified by such definition. The existence of the foregoing provisions relating to

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a Change of Control may or may not deter a third party from seeking to acquire the Issuers in a transaction which constitutes a Change of Control and may or may not discourage or make more difficult the removal of incumbent management.

        The phrase "all or substantially all" of the Issuers' assets will likely be interpreted under applicable state law and will be dependent upon particular facts and circumstances. As a result, there may be a degree of uncertainty in ascertaining whether a sale or transfer of "all or substantially all" of the Issuers' assets has occurred.

        Any Change of Control Offer will be made in compliance with all applicable laws, rules and regulations, including, if applicable, Regulation 14E under the Exchange Act and the rules thereunder and all other applicable federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, the Issuers' compliance or compliance by any of the Guarantors with such laws and regulations shall not in and of itself cause a breach of the Issuers' or their obligations under such covenant.

        If the Change of Control Purchase Date is on or after an Interest Record Date and on or before the associated Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any) due on such Interest Payment Date will be paid to the Person in whose name a Senior Subordinated Note is registered at the close of business on such Interest Record Date.

        The Issuers will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Senior Subordinated Note Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Senior Subordinated Notes validly tendered and not withdrawn under such Change of Control Offer.

Limitation on Sale of Assets and Subsidiary Stock

        The Senior Subordinated Note Indenture will provide that the Issuers will not and the Guarantors will not, and neither the Issuers nor the Guarantors will permit any of the Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of the Issuers' or their property, business or assets, including by merger or consolidation (in the case of a Guarantor or one of the Subsidiaries), and including any sale or other transfer or issuance of any Equity Interests of any of the Subsidiaries, whether by the Issuers or any of the Subsidiaries or through the issuance, sale or transfer of Equity Interests by any of the Subsidiaries and including any sale-leaseback transaction (any of the foregoing, an "Asset Sale"), unless:

(1)

at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents, and



(2)

the Board of Directors of the applicable Issuer determines in reasonable good faith that such Issuer or such Subsidiary will receive, as applicable, fair market value for such Asset Sale.

        For purposes of clause (1) of the preceding paragraph the following shall be deemed to constitute cash or Cash Equivalents: (a) the amount of any Indebtedness or other liabilities (other than Indebtedness or liabilities that are by their terms subordinated to the Senior Subordinated Notes and the Senior Subordinated Note Guarantees) of the Issuers or such Subsidiary that are assumed by the transferee of any such assets so long as the documents governing such liabilities provide that there is no further recourse to the Issuers or any of the Subsidiaries with respect to such liabilities and (b) fair market value of any marketable securities, currencies, notes or other obligations received by the Issuers or any such Subsidiary in exchange for any such assets that are converted into cash or Cash Equivalents within 30 days after the consummation of such Asset Sale, provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received.

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        Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount"), if used, shall be:

(a)

(i) used to retire Purchase Money Indebtedness secured by the asset which was the subject of the Asset Sale, or (ii) used to retire and permanently reduce Indebtedness incurred under the Credit Agreement and other Senior Debt; provided, that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount; or



(b)

invested in assets and property (other than notes, bonds, obligations and securities, except in connection with the acquisition of a Person in a Related Business which immediately following such acquisition becomes a Guarantor) which in the reasonable good faith judgment of the applicable Issuer's Board of Directors will immediately constitute or be a part of a Related Business of the Issuers or such Guarantor (if it continues to be a Guarantor) immediately following such transaction (such assets or property, the "Related Business Assets"); or



(c)

any combination of (a) or (b).

        All Net Cash Proceeds from an Event of Loss shall be used as follows: (1) first, the Issuers shall use such Net Cash Proceeds to the extent necessary to rebuild, repair, replace or restore the assets subject to such Event of Loss with comparable assets and (2) then, to the extent any Net Cash Proceeds from an Event of Loss are not used as described in the preceding clause (1), all such remaining Net Cash Proceeds shall be reinvested or used as provided in the immediately preceding clause (a), (b) or (c).

        The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in clauses (a), (b) or (c) of the immediately preceding paragraph and the accumulated Net Cash Proceeds from any Event of Loss not applied as set forth in clause (1) or (2) of the immediately preceding paragraph shall constitute "Excess Proceeds." Pending the final application of any Net Cash Proceeds, the Issuers may temporarily reduce revolving credit borrowings or otherwise invest or use for general corporate purposes the Net Cash Proceeds in any manner that is not prohibited by the Senior Subordinated Note Indenture; provided, however, that the Issuers may not use the Net Cash Proceeds (x) to make Restricted Payments other than Restricted Payments that are solely Restricted Investments or (y) to make Permitted Investments pursuant to clause (a) of the definition thereof.

        When the Excess Proceeds equal or exceed $5.0 million, the Issuers shall offer to repurchase the Senior Subordinated Notes, together with any other Indebtedness ranking on a parity with the Senior Subordinated Notes and with similar provisions requiring the Issuers to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest (and Liquidated Damages, if any) to the Asset Sale Purchase Date (as defined below). In order to effect the Asset Sale Offer, the Issuers shall promptly after expiration of the 360-day period following the Asset Sale that produced such Excess Proceeds mail to each Holder of Senior Subordinated Notes notice of the Asset Sale Offer (the "Asset Sale Notice"), offering to purchase the Senior Subordinated Notes on a date (the "Asset Sale Purchase Date") that is no earlier than 30 days and no later than 60 days after the date that the Asset Sale Notice is mailed.

        On the Asset Sale Purchase Date, the Issuers shall apply an amount equal to the Excess Proceeds (the "Asset Sale Offer Amount") plus an amount equal to accrued and unpaid interest (and Liquidated Damages, if any) to the purchase of all Indebtedness properly tendered in accordance with the provisions of this covenant (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price together with accrued and unpaid

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interest (and Liquidated Damages, if any) to the Asset Sale Purchase Date. To the extent that the aggregate amount of Senior Subordinated Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Issuers may use any remaining Net Cash Proceeds as otherwise permitted by the Senior Subordinated Note Indenture. Following the consummation of each Asset Sale Offer in accordance with the provisions of this covenant, the Excess Proceeds amount shall be reset to zero.

        Notwithstanding, and without complying with, the provisions of this covenant:

(1)

the Issuers and the Subsidiaries may convey, sell, transfer, assign or otherwise dispose of assets with a fair market value (or that result in gross proceeds) of less than $1.0 million, until the aggregate fair market value and gross proceeds of the transactions excluded from the definition of Asset Sale pursuant to this clause (1) exceed $5.0 million;



(2)

the Issuers and the Subsidiaries may, in the ordinary course of business, (A) exchange gaming equipment or other FF&E for replacement items, (B) convey, sell, transfer, assign or otherwise dispose of inventory and other assets acquired and held for resale in the ordinary course of business and (C) liquidate Cash Equivalents;



(3)

the Issuers and the Subsidiaries may convey, sell, transfer, assign or otherwise dispose of assets pursuant to and in accordance with the covenant "Limitation on Merger, Sale or Consolidation;"



(4)

the Issuers and the Subsidiaries may sell or dispose of damaged, worn out or other obsolete personal property in the ordinary course of business so long as such property is no longer necessary for the proper conduct of the Issuers' business or the business of such Subsidiary, as applicable;



(5)

the Issuers and the Subsidiaries may convey, sell, transfer, assign or otherwise dispose of assets to the Issuers or any of the Guarantors;



(6)

the Issuers and the Subsidiaries may settle, release or surrender tort or other litigation claims in the ordinary course of business or grant Liens not prohibited by the Senior Subordinated Note Indenture;



(7)

the Issuers and the Subsidiaries may exchange any property or assets for Related Business Assets (as defined above); and



(8)

the Issuers and the Subsidiaries may make Permitted Investments pursuant to clause (d) of the definition thereof and Restricted Investments that are not prohibited by the covenant described under "Limitation on Restricted Payments."

        The occurrence of an Asset Sale also will result in a right of repurchase by the holders of the Senior Secured Notes.

        Prior to making an Asset Sale Offer, the Issuers will be required either to repay all outstanding Senior Debt or to obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Senior Subordinated Notes required by this covenant.

        No assurances can be given that the Issuers will have funds available or otherwise will be able to purchase any Senior Subordinated Notes upon the occurrence of an Asset Sale. The Credit Agreement, the Senior Secured Note Indenture and the Issuers' and the Subsidiaries' other debt instruments may prohibit or restrict the Issuers from repurchasing any Senior Subordinated Notes. See "Risk Factors—Risks Related to this Offering and the Notes—Repurchase of Notes Upon Change of Control or Asset Sale."

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        Any Asset Sale Offer shall be made in compliance with all applicable laws, rules, and regulations, including, if applicable, Regulation 14E of the Exchange Act and the rules and regulations thereunder and all other applicable federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this paragraph, the Issuers' compliance or the compliance of any of the Subsidiaries with such laws and regulations shall not in and of itself cause a breach of the Issuers' obligations under such covenant.

        If the Asset Sale Purchase Date is on or after an Interest Record Date and on or before the associated Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any) due on such Interest Payment Date will be paid to the Person in whose name a Note is registered at the close of business on such Interest Record Date.

Certain Covenants

        The Senior Subordinated Note Indenture also contains certain covenants including, among others, the following:

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock

        The Senior Subordinated Note Indenture provides that, except as set forth in this covenant, the Issuers will not and the Guarantors will not, and neither the Issuers nor the Guarantors will permit any of the Subsidiaries to, directly or indirectly, create, issue, assume, guarantee, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness), other than Permitted Indebtedness.

        Notwithstanding the foregoing if:

(1)

no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a pro forma basis to, such incurrence of such Indebtedness, and



(2)

on the date of such incurrence (the "Incurrence Date"), the Issuers' Consolidated Coverage Ratio for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least 2.0 to 1.0 (the "Debt Incurrence Ratio"),

then the Issuers and the Subsidiaries may incur such Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness).

        In addition, the foregoing limitations of the first paragraph of this covenant do not prohibit the incurrence by the Issuers or any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate principal amount incurred and outstanding at any time (plus any Permitted Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $15.0 million (plus related interest, fees, indemnities, costs and expenses), minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale or Event of Loss applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to the covenant "Limitation on Sale of Assets and Subsidiary Stock" or (2) assumed by a transferee in an Asset Sale (such amount of Indebtedness pursuant to the Credit Agreement permitted to be incurred and outstanding pursuant to this paragraph, the "Credit Facility Basket").

        Indebtedness of any Person which is outstanding at the time such Person becomes a Subsidiary (including upon designation of any Unrestricted Subsidiary as a Subsidiary) or is merged with or into or consolidated with any of the Issuers or Subsidiaries shall be deemed to have been incurred at the time such Person becomes or is designated as a Subsidiary or is merged with or into or consolidated with any of the Issuers or Subsidiaries, as applicable.

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        Notwithstanding any other provision of this covenant, but only to avoid duplication, a guarantee by the Issuers or a Guarantor of the Indebtedness of any of the Issuers or Guarantors incurred in accordance with the terms of the Senior Subordinated Note Indenture issued at the time such Indebtedness was incurred or if later at the time the guarantor thereof became a Guarantor will not constitute a separate incurrence, or amount outstanding, of Indebtedness.

        Upon each incurrence of Indebtedness, (i) the Issuers may designate pursuant to which provision of this covenant such Indebtedness is being incurred, (ii) the Issuers may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and (iii) such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this covenant, except that all Indebtedness initially outstanding under the Senior Subordinated Notes, the Senior Subordinated Note Guarantees and the Senior Subordinated Note Indenture shall be deemed to have been incurred pursuant to clause (a) of the definition of Permitted Indebtedness.

Limitation on Restricted Payments

        The Senior Subordinated Note Indenture will provide that the Issuers will not and the Guarantors will not, and neither the Issuers nor the Guarantors will permit any of the Subsidiaries to, directly or indirectly, make any Restricted Payment unless, after giving effect on a pro forma basis to such Restricted Payment:

(1)

no Default or Event of Default shall have occurred and be continuing,



(2)

the Issuers are permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio in the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock," provided, that in calculating the Debt Incurrence Ratio for purposes of this clause (2), Consolidated Fixed Charges shall be calculated as set forth in the final paragraph of the definition of "Consolidated Fixed Charges," and



(3)

the aggregate amount of all Restricted Payments made by the Issuers and the Subsidiaries, including after giving effect to such proposed Restricted Payment, on and after the Issue Date, would not exceed, without duplication, the sum of:



(a)

50% of the Issuers' aggregate Consolidated Net Income for the period (taken as one accounting period), commencing on the first day of the first full fiscal quarter commencing after the Issue Date occurs, to and including the last day of the fiscal quarter ended immediately prior to the date of each such calculation for which the Issuers' consolidated financial statements are required to be delivered to the Trustee or, if sooner, filed with the SEC (or, in the event Consolidated Net Income for such period is a deficit, then minus 100% of such deficit), plus



(b)

the aggregate Net Cash Proceeds received by the Issuers from the sale of the Issuers' Qualified Capital Stock after the Issue Date (other than (i) to one of the Subsidiaries, (ii) to the extent applied in connection with a Qualified Exchange or, to avoid duplication, otherwise given credit for in any provision of this or the following paragraph, (iii) used as consideration to make a Permitted Investment or (iv) issued upon the conversion or exchange of any Indebtedness of the Issuers or the Subsidiaries convertible or exchangeable for the Issuers' Qualified Capital Stock as described in paragraph (c) below), plus



(c)

the amount by which Indebtedness of the Issuers or the Subsidiaries is reduced on the Issuers' balance sheet upon the conversion or exchange (other than by one of the Subsidiaries) subsequent to the Issue Date of any Indebtedness of the Issuers or the Subsidiaries convertible or exchangeable for the Issuers' Qualified Capital Stock (less the

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amount of any cash, or the fair market value of any other property, distributed by the Issuers or any of the Subsidiaries upon such conversion or exchange), plus

(d)

except in each case, in order to avoid duplication, to the extent any such payment or proceeds have been included in the calculation of Consolidated Net Income, an amount equal to the net reduction in Investments (other than returns of or from Permitted Investments) in any Person (including an Unrestricted Subsidiary) resulting from:



(i)

cash distributions on or cash repayments of any Investments, including payments of interest on Indebtedness, dividends, repayments of loans or advances, or other distributions or other transfers of assets, in each case to the Issuers or any Subsidiary,



(ii)

the Net Cash Proceeds from the sale of any such Investment, or



(iii)

if such Person is an Unrestricted Subsidiary, the redesignation of such Person as a Subsidiary,

valued in each case as provided in the definition of "Investments," and not to exceed, in each case, the amount of Investments previously made (and that were treated as Restricted Payments) by the Issuers or any Subsidiary in such Person, including, if applicable, such Unrestricted Subsidiary, less the cost of disposition.

        The foregoing clauses (1), (2) and (3) of the immediately preceding paragraph, however, will not prohibit:

(a)

so long as clause (1) above is satisfied, repurchases, redemptions or other retirements or acquisitions of Capital Stock from the Issuers' employees or directors (or their heirs or estates) or employees or directors (or their heirs or estates) of the Subsidiaries upon the death, disability or termination of employment in an aggregate amount pursuant to this clause (a) to all employees or directors (or their heirs or estates) not to exceed (i) $250,000 per fiscal year on and after the Issue Date or (ii) $1.0 million in the aggregate,



(b)

any dividend, distribution or other payments by any of the Subsidiaries on its Equity Interests that is paid pro rata to all holders of such Equity Interests,



(c)

a Qualified Exchange,



(d)

the payment of any dividend on Qualified Capital Stock within 60 days after the date of its declaration if such dividend could have been made on the date of such declaration in compliance with the foregoing provisions,



(e)

the redemption and repurchase of any Equity Interests or Indebtedness of the Issuers or any of the Subsidiaries to the extent required by any Gaming Authority,



(f)

so long as clause (1) above is satisfied, payment of management fees not to exceed, for any fiscal year, 5.0% of the Consolidated EBITDA of the Issuers for the immediately preceding fiscal year,



(g)

with respect to each tax year or portion thereof that an Issuer qualifies as a Flow Through Entity and so long as clause (1) above is satisfied, the payment of Permitted Tax Distributions (whether paid in such tax year or portion thereof, or any subsequent tax year) in respect of such Issuer; provided, that (A) prior to the first payment of Permitted Tax Distributions during any particular calendar year such Issuer provides an Officers' Certificate and an Opinion of Counsel reasonably acceptable to the Trustee to the effect that such Issuer and each other Flow Through Entity in respect of which such distributions are being made qualify as Flow Through Entities for United States federal income tax purposes and for the states in respect

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of which such distributions are being made for such tax year or portion thereof, (B) at the time of such distribution, the most recent audited financial statements of such Issuer for periods including such tax year or portion thereof provided to the Trustee pursuant to the covenant described under the caption "—Reports" provide that such Issuer and each subsidiary of such Issuer in respect of which such distributions are being made was treated as a Flow Through Entity for the period of such financial statements, (C) in the case of the portion, if any, of any Permitted Tax Distribution that is proposed to be distributed for a particular taxable period or portion thereof, which portion of such Permitted Tax Distribution is attributable to a Flow Through Entity that is not a Subsidiary, such portion of such proposed Permitted Tax Distribution shall be limited to the Excess Cash Distribution Amount for Taxes, and (D) the amount of such Permitted Tax Distribution shall not exceed the Available Permitted Tax Distribution, and

(h)

so long as clause (1) above is satisfied, Restricted Payments not otherwise permitted by this covenant in an aggregate amount pursuant to this clause (h) not to exceed $2.5 million.

        The full amount of any Restricted Payment made pursuant to the foregoing clauses (a), (b), (d) and (h) (but not pursuant to clause (c), (e), (f) or (g)) of the immediately preceding sentence, however, will be counted as Restricted Payments made for purposes of the calculation of the aggregate amount of Restricted Payments available to be made referred to in clause (3) of the first paragraph under "Limitation on Restricted Payments."

        For purposes of this covenant, the amount of any Restricted Payment made or returned, if other than in cash, shall be the fair market value thereof, as determined in the reasonable good faith judgment of the applicable Issuer's Board of Directors, unless stated otherwise, at the time made or returned, as applicable.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries

        The Senior Subordinated Note Indenture will provide that the Issuers will not and the Guarantors will not, and neither the Issuers nor the Guarantors will permit any of the Subsidiaries to, directly or indirectly, incur or suffer to exist any consensual restriction on the ability of any of the Subsidiaries (i) to pay dividends or make other distributions to or on behalf of, (ii) to pay any obligation to or on behalf of, (iii) to otherwise transfer assets or property to or on behalf of, or (iv) to make or pay loans or advances to or on behalf of, the Issuers or any of the Subsidiaries, except:

(1)

restrictions imposed by the Senior Subordinated Notes, the Senior Subordinated Note Guarantee or the Senior Subordinated Note Indenture or by the Issuers' other Indebtedness (which may also be guaranteed by the Guarantors) ranking pari passu with the Senior Subordinated Notes or the Senior Subordinated Note Guarantees, as applicable; provided, that such restrictions are no more restrictive in any material respect than those imposed by the Senior Subordinated Note Indenture and the Senior Subordinated Notes,



(2)

restrictions imposed by applicable law,



(3)

existing restrictions under Existing Indebtedness,



(4)

restrictions under (i) any Acquired Indebtedness not incurred in violation of the Senior Subordinated Note Indenture or (ii) any agreement relating to any business, property or asset (including any Equity Interest) acquired by the Issuers or any of the Subsidiaries, which restrictions in the case of both (i) and (ii) existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Person, other than the Person acquired, or to any property, asset or business, other than the property, assets and business so acquired,

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(5)

restrictions imposed by Senior Debt incurred in accordance with the Senior Subordinated Note Indenture; provided, that such restrictions are no more restrictive in any material respect than those imposed by the Credit Agreement as of the Issue Date,



(6)

restrictions with respect solely to any of the Subsidiaries imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all of the Equity Interests or assets of such Subsidiary; provided, that such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold,



(7)

restrictions on transfer contained in FF&E Financing, Purchase Money Indebtedness or Capitalized Lease Obligations permitted to be incurred pursuant to the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock;" provided, that such restrictions relate only to the transfer of the property acquired with the proceeds of such Indebtedness, and



(8)

in connection with and pursuant to Permitted Refinancing Indebtedness, the replacement of restrictions imposed pursuant to clauses (1), (3), (4) or (7) of this paragraph or this clause (8) that are not more restrictive in any material respect as determined by the Board of Directors of the applicable Issuer in its reasonable good faith judgment than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced.

        Notwithstanding the foregoing, (a) there exist customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice and (b) any asset subject to a Lien which is not prohibited to exist with respect to such asset pursuant to the terms of the Senior Subordinated Note Indenture may be subject to customary restrictions on the transfer or disposition thereof pursuant to such Lien.

Limitation on Liens Securing Indebtedness

        The Senior Subordinated Note Indenture provides that the Issuers will not and the Guarantors will not, and neither the Issuers nor the Guarantors will permit any of the Subsidiaries to, create, incur, assume or suffer to exist any Lien of any kind, other than Permitted Liens, upon any of the Issuers' or their respective assets now owned or acquired on or after the Issue Date or upon any income or profits therefrom securing any of the Issuers' Indebtedness or any Indebtedness of any Guarantor.

Limitations on Layering Indebtedness

        The Senior Subordinated Indenture provides that the Issuers will not and the Guarantors will not, and neither the Issuers nor the Guarantors will permit any of the Subsidiaries to, directly or indirectly, incur, or suffer to exist any Indebtedness that is contractually subordinated in right of payment to any of the Issuers' Senior Debt or any Senior Debt of a Guarantor unless, by its terms, such Indebtedness is contractually subordinated in right of payment to, or ranks pari passu with, the Senior Subordinated Notes or the Senior Subordinated Note Guarantees, as applicable.

Limitation on Transactions with Affiliates

        The Senior Subordinated Note Indenture provides that the Issuers and the Guarantors will not, and neither the Issuers nor the Guarantors will permit any of the Subsidiaries to, on or after the Issue Date, directly or indirectly, sell, lease, transfer or otherwise dispose of any of the Issuers' or their properties or assets to, or purchase any property or assets from, or enter into or suffer to exist any contract, agreement, understanding, loan, advance, guarantee, arrangement or transaction with, or for

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the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), or any series of related Affiliate Transactions (other than Exempted Affiliate Transactions):

(1)

unless it is determined that the terms of such Affiliate Transaction(s) are fair and reasonable to the Issuers, and no less favorable to the Issuers than could have been obtained in an arm's length transaction with a non-Affiliate,



(2)

if involving consideration to either party of $1.0 million or more, unless such Affiliate Transaction(s) has been approved by a majority of the members of the Board of Directors of the applicable Issuer that are disinterested in such transaction (if there are any directors who are so disinterested), and



(3)

if involving consideration to either party of $2.5 million or more (or $1.0 million or more if no members of the Board of Directors of the applicable Issuer are disinterested in such transaction) unless, in addition to complying with clauses (1) and (2) above, the Issuers, prior to the consummation thereof, obtain a written favorable opinion as to the fairness of such transaction(s) to the Issuers from a financial point of view from an independent investment banking firm of national reputation in the United States or, if pertaining to a matter for which such investment banking firms do not customarily render such opinions, an appraisal or valuation firm of national reputation in the United States.

Limitation on Merger, Sale or Consolidation

        The Senior Subordinated Note Indenture provides that the Issuers will not consolidate with or merge with or into another Person or, directly or indirectly, sell, lease, convey or transfer all or substantially all of the Issuers' assets (such amounts to be computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless:

(1)

either (a) one or more of the Issuers is the surviving Person or Persons or (b) each resulting, surviving or transferee Person is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the Issuers' Obligations in connection with the Senior Subordinated Notes, the Senior Subordinated Note Indenture and the Registration Rights Agreement;



(2)

no Default or Event of Default shall exist or shall occur immediately after giving effect to such transaction on a pro forma basis;



(3)

unless such transaction is solely the merger of the Issuers and one of the Issuers' previously existing Wholly Owned Subsidiaries which is also a Guarantor for the purpose of reincorporation into another jurisdiction and which transaction is not for the purpose of evading this provision and not in connection with any other transaction, immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the resulting, surviving or transferee Person(s) is at least equal to the Issuers' Consolidated Net Worth immediately prior to such transaction;



(4)

unless such transaction is solely the merger of the Issuers and one of the Issuers' previously existing Wholly Owned Subsidiaries which is also a Guarantor for the purpose of reincorporation into another jurisdiction, and which transaction is not for the purpose of evading this provision and not in connection with any other transaction, immediately after giving effect to such transaction on a pro forma basis, the resulting, surviving or transferee Person would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock; "provided, that this clause (4) shall not apply to a transaction which is solely (x) a merger of one or more of the

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Issuers into another Issuer, or (y) a merger of all of the Issuers with and into a newly formed corporation that immediately prior to such merger does not hold any assets, is not liable for any obligations and has not previously engaged in any business activities, in the case of each of clauses (x) and (y), (I) which merger is solely for the purpose of consolidating the Issuers and (II) immediately after giving effect to such transaction on a pro forma basis, the Debt Incurrence Ratio of the resulting, surviving or transferee Person(s) is not less than the Debt Incurrence Ratio of the Issuers immediately prior to such transaction;

(5)

such transaction would not result in the loss or suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with such loss, suspension or material impairment; and



(6)

each Guarantor shall have, if required by the terms of the Senior Subordinated Note Indenture, confirmed in writing that its Senior Subordinated Note Guarantee shall apply to the Issuers' Obligations or the Obligations of each resulting, surviving or transferee Person in accordance with the Senior Subordinated Notes, the Senior Subordinated Note Indenture and the Registration Rights Agreement.

        In the event of any transaction (other than a lease or transfer of less than all of the Issuers' assets) in accordance with the foregoing in which the Issuers are not the surviving Person, the resulting, surviving or transferee Person shall succeed to and be substituted for, and may exercise every right and power of, the applicable Issuer(s) under the Senior Subordinated Note Indenture with the same effect as if such resulting, surviving or transferee Person had been named therein as an "Issuer."

        For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of all or substantially all of the properties and assets of one or more of the Subsidiaries, the Issuers' interest in which constitutes all or substantially all of the Issuers' properties and assets, shall be deemed to be the transfer of all or substantially all of the Issuers' properties and assets.

Limitation on Lines of Business

        The Senior Subordinated Note Indenture provides that the Issuers will not and the Guarantors will not, and neither the Issuers nor the Guarantors will permit any of the Subsidiaries to, directly or indirectly engage to any substantial extent in any line or lines of business activity other than that which, in the reasonable good faith judgment of the applicable Issuer's Board of Directors, is a Related Business.

Guarantors

        The Senior Subordinated Note Indenture provides that all of the Issuers' present and future Subsidiaries (other than Excluded Foreign Subsidiaries) will (i) jointly and severally guarantee all principal of and all premium, if any, and interest (and Liquidated Damages, if any) on the Senior Subordinated Notes on a senior subordinated unsecured basis, and (ii) deliver to the Trustee an Opinion of Counsel that such guarantee has been duly authorized, executed and delivered and is valid, binding and enforceable in accordance with its terms.

        Notwithstanding anything herein or in the Senior Subordinated Note Indenture to the contrary, (i) if any of the Excluded Foreign Subsidiaries that is not a Guarantor guarantees any Indebtedness of the Issuers or any Guarantor, or (ii) the Issuers or any of the Guarantors, individually or collectively, pledges more than 65% of the Voting Equity Interests of a Foreign Subsidiary that is not a Guarantor to a lender to secure the Issuers' Indebtedness or any Indebtedness of any Guarantor, then in the cases described in each of clauses (i) and (ii) such Foreign Subsidiary must become a Guarantor. As of the Issue Date, the Issuers will have no Foreign Subsidiaries, and all Subsidiaries of the Issuers will be Guarantors.

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        The Senior Subordinated Note Indenture provides that no Guarantor will consolidate or merge with or into (whether or not such Guarantor is the surviving Person) another Person unless, subject to the provisions of the following paragraph and the other provisions of the Senior Subordinated Note Indenture:

(1)

the Person formed by, resulting from or surviving any such consolidation or merger (if other than such Guarantor):



(a)

expressly assumes all the obligations of such Guarantor pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, pursuant to which such Person shall unconditionally guarantee, on a senior subordinated unsecured basis, all of such Guarantor's Obligations under such Guarantor's Senior Subordinated Note Guarantee, the Senior Subordinated Note Indenture and the Registration Rights Agreement on the terms set forth in the Senior Subordinated Note Indenture, and



(b)

delivers to the Trustee an Opinion of Counsel that such supplemental indenture and guarantee have been duly authorized, executed and delivered and that each of the supplemental indenture, the guarantee, the Senior Subordinated Note Indenture and the Registration Rights Agreement constitutes a legal, valid, binding and enforceable obligation of such Person, in each case subject to customary qualifications; and



(2)

immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default shall have occurred or be continuing.

        The provisions of this covenant shall not apply to the merger of any Guarantors with or into each other or with or into the Issuers, provided, however, that such transaction shall otherwise comply with the Senior Subordinated Note Indenture.

        Upon the sale or disposition (including by merger or sale or transfer of all of the Equity Interests) of a Guarantor (as an entirety) to a Person which is not and is not required to become a Guarantor, or the designation of a Subsidiary as an Unrestricted Subsidiary, which transaction is otherwise in compliance with the Senior Subordinated Note Indenture (including, without limitation, the provisions of the covenant "Limitations on Sale of Assets and Subsidiary Stock"), such Guarantor will be deemed released from its Obligations under its Senior Subordinated Note Guarantee and the Registration Rights Agreement; provided, however, that any such termination shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any of the Issuers' Indebtedness or any Indebtedness of any other of the Subsidiaries shall also terminate upon such release, sale or transfer and none of its Equity Interests are pledged for the benefit of any holder of any of the Issuers' Indebtedness or any Indebtedness of any of the Subsidiaries.

Limitation on Status as Investment Company

        The Senior Subordinated Note Indenture prohibits the Issuers, the Guarantors and the Subsidiaries from being required to register as an "investment company" (as that term is defined in the Investment Company Act of 1940, as amended), or from otherwise becoming subject to regulation under the Investment Company Act.

Reports

        The Senior Subordinated Note Indenture provides that whether or not the Issuers are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Senior Subordinated Notes are outstanding, the Issuers will deliver to the Trustee and, to each Holder and to prospective purchasers of Senior Subordinated Notes identified to the Issuers by the Initial Purchaser, within 5 days after the Issuers are or would have been (if the Issuers were subject to such reporting

149

obligations) required to file such with the SEC, (i) annual and quarterly financial statements substantially equivalent to financial statements that would have been required to be contained in a filing with the SEC on Forms 10-K and 10-Q if the Issuers were required to file such Forms, including in each case, Management's Discussion and Analysis of Financial Condition and Results of Operations which would be so required, and including, with respect to annual information only, a report thereon by the Issuers' certified independent public accountants as would be so required, and (ii) all information that would be required to be contained in a filing with the SEC on Form 8-K if the Issuers were required to file such report. From and after the time the Issuers file a registration statement with the SEC with respect to the Senior Subordinated Notes, the Issuers will file with the SEC the annual, quarterly and other reports which the Issuers are required to file with the SEC at such time as are required to be filed. The Issuers' reporting obligations with respect to clauses (i) and (ii) shall be satisfied in the event the Issuers file such reports with the SEC on EDGAR and deliver a copy of such reports to the Trustee, unless the SEC will not accept such filings.

Events of Default and Remedies

        The Senior Subordinated Note Indenture defines an "Event of Default" as:

(1)

the Issuers' failure to pay any installment of interest (or Liquidated Damages, if any) on the Senior Subordinated Notes as and when the same becomes due and payable (whether or not such payment is prohibited by the provisions described under "Subordination" above) and the continuance of any such failure for 30 days;



(2)

the Issuers' failure to pay all or any part of the principal of or premium, if any, on the Senior Subordinated Notes when and as the same becomes due and payable at maturity, redemption, by acceleration or otherwise, including, without limitation, payment of the Change of Control Purchase Price or the Asset Sale Offer Price, on Senior Subordinated Notes validly tendered and not properly with drawn pursuant to a Change of Control Offer or Asset Sale Offer, as applicable (in each case whether or not such payment is prohibited by the provisions described under "Subordination" above);



(3)

the Issuers' failure or the failure by any of the Guarantors or any of the Subsidiaries to observe or perform any other covenant or agreement contained in the Senior Subordinated Notes or the Senior Subordinated Note Indenture and, except for the provisions under "Repurchase of Senior Subordinated Notes at the Option of the Holder Upon a Change of Control," "Limitations on Sale of Assets and Subsidiary Stock," "Limitation on Merger, Sale or Consolidation" and "Limitation on Restricted Payments," the continuance of such failure for a period of 30 days after the earlier of written notice to the Issuers by the Trustee or written notice to the Issuers and the Trustee by the Holders of at least 25% in aggregate principal amount at maturity of the Senior Subordinated Notes outstanding;



(4)

the cessation of substantially all gaming operations of the Issuers and the Subsidiaries, taken as a whole, for more than 90 days, except as a result of an Event of Loss;



(5)

any revocation, suspension, expiration (without previous or concurrent renewal) or loss of any Gaming License of any of the Issuers or any Subsidiary for more than 90 days;



(6)

certain events of bankruptcy, insolvency or reorganization in respect of the Issuers, any of the Guarantors or any of the Significant Subsidiaries;



(7)

a default occurs (after giving effect to any waivers, amendments, applicable grace periods or any extension of any maturity date) in the Issuers' Indebtedness or the Indebtedness of any of the Subsidiaries with an aggregate amount outstanding in excess of $5.0 million (a) resulting from the failure to pay principal of such Indebtedness at maturity, or (b) if as a result of such default, the maturity of such Indebtedness has been accelerated prior to its stated maturity;

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(8)

final unsatisfied judgments not covered by insurance aggregating in excess of $5.0 million, at any one time rendered against the Issuers or any of the Subsidiaries and not stayed, bonded or discharged within 60 days after their entry; or



(9)

any Senior Subordinated Note Guarantee of a Guarantor ceases to be in full force and effect or becomes unenforceable or invalid or is declared null and void (other than in accordance with the terms of the Senior Subordinated Note Guarantee and the Senior Subordinated Note Indenture) or any Guarantor denies or disaffirms its Obligations under its Senior Subordinated Note Guarantee.

        The Senior Subordinated Note Indenture provides that if a Default occurs and is continuing, the Trustee must, within 90 days after the occurrence of such Default, give to the Holders notice of such Default.

        If an Event of Default occurs and is continuing (other than an Event of Default specified in clause (6) above relating to the Issuers, any of the Guarantors or any of the Issuers' Significant Subsidiaries) then in every such case, unless the principal of all of the Senior Subordinated Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the Senior Subordinated Notes then outstanding, by notice in writing to the Issuers (and to the Trustee if given by Holders) (an "Acceleration Notice"), may declare all principal thereof and all premium, if any, and accrued and unpaid interest (and Liquidated Damages, if any) thereon to be due and payable immediately. If an Event of Default specified in clause (6), above, relating to the Issuers, any of the Guarantors or any of the Issuers' Significant Subsidiaries occurs, all principal thereof and all premium, if any, and accrued and unpaid interest (and Liquidated Damages, if any) thereon will be immediately due and payable on all outstanding Senior Subordinated Notes without any declaration or other act on the part of the Trustee or the Holders. The Holders of a majority in aggregate principal amount of Senior Subordinated Notes generally are authorized to rescind such acceleration if all existing Events of Default (other than the non-payment of the principal of and premium, if any, and interest (and Liquidated Damages, if any) on the Senior Subordinated Notes which have become due solely by such acceleration) have been cured or waived.

        Prior to the declaration of acceleration of the maturity of the Senior Subordinated Notes, the Holders of a majority in aggregate principal amount at maturity of the Senior Subordinated Notes at the time outstanding may waive on behalf of all the Holders of Senior Subordinated Notes any Default except (i) a Default in the payment of principal of or premium, if any, or interest (or Liquidated Damages, if any) on any Senior Subordinated Note not yet cured and (ii) a Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Senior Subordinated Note affected. See "Amendments, Supplements and Waivers." Subject to the provisions of the Senior Subordinated Note Indenture relating to the duties of the Trustee, the Trustee will be under no obligation to exercise any of its rights or powers under the Senior Subordinated Note Indenture at the request, order or direction of any of the Holders of Senior Subordinated Notes, unless such Holders have offered to the Trustee security or indemnity satisfactory to the Trustee.

        Subject to all provisions of the Senior Subordinated Note Indenture and applicable law, the Holders of a majority in aggregate principal amount at maturity of the Senior Subordinated Notes at the time outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee.

Legal Defeasance and Covenant Defeasance

        The Senior Subordinated Note Indenture provides that the Issuers may, at the Issuers' option, elect to discharge the Issuers' obligations and the Guarantors' obligations with respect to the

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outstanding Senior Subordinated Notes ("Legal Defeasance"). If Legal Defeasance occurs, the Issuers shall be deemed to have paid and discharged all amounts owed under the Senior Subordinated Notes, and the Senior Subordinated Note Indenture shall cease to be of further effect as to the Senior Subordinated Notes and Senior Subordinated Note Guarantees, except that:

(1)

Holders will be entitled to receive timely payments for the principal of and premium, if any, and interest (and Liquidated Damages, if any) on the Senior Subordinated Notes, from the funds deposited for that purpose (as explained below);



(2)

the Issuers' obligations will continue with respect to the issuance of temporary Senior Subordinated Notes, the registration of Senior Subordinated Notes, and the replacement of mutilated, destroyed, lost or stolen Senior Subordinated Notes;



(3)

the Trustee will retain its rights, powers, duties, and immunities, and the Issuers will retain the Issuers' obligations in connection therewith; and



(4)

other Legal Defeasance provisions of the Senior Subordinated Note Indenture will remain in effect.

        In addition, the Issuers may, at the Issuers' option and at any time, elect to cause the release of the Issuers' obligations and the Guarantors' with respect to most of the covenants in the Senior Subordinated Note Indenture (except as described otherwise therein) ("Covenant Defeasance"). If Covenant Defeasance occurs, certain events (not including non-payment and bankruptcy, receivership, rehabilitation and insolvency events) relating to the Issuers, any of the Guarantors or any Significant Subsidiary described under "Events of Default and Remedies" will no longer constitute Events of Default with respect to the Senior Subordinated Notes. The Issuers may exercise Legal Defeasance regardless of whether the Issuers previously exercised Covenant Defeasance.

        In order to exercise either Legal Defeasance or Covenant Defeasance (each, a "Defeasance"):

(1)

the Issuers must irrevocably deposit or cause to be irrevocably deposited with the Trustee, in trust, for the benefit of Holders of the Senior Subordinated Notes, U.S. legal tender, U.S. Government Obligations or a combination thereof, in an aggregate amount that will be sufficient, in the written opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premium, if any, and interest (and Liquidated Damages, if any) on the Senior Subordinated Notes on the stated date for payment or any redemption date thereof (and the Issuers must specify whether the Senior Subordinated Notes are being defeased to Stated Maturity or a particular Redemption Date), and the Trustee must have, for the benefit of Holders of the Senior Subordinated Notes, a valid, perfected, exclusive security interest in the trust;



(2)

in the case of Legal Defeasance, the Issuers must deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee confirming that:



(a)

the Issuers have received from, or there has been published by the Internal Revenue Service, a ruling, or



(b)

since the date of the Senior Subordinated Note Indenture, there has been a change in the applicable United States federal income tax law,

in either case to the effect that Holders of Senior Subordinated Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such Legal Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

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(3)

in the case of Covenant Defeasance, the Issuers must deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee confirming that Holders of Senior Subordinated Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such Covenant Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;



(4)

in the case of Legal Defeasance or Covenant Defeasance, no Default or Event of Default shall have occurred and be continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);



(5)

in the case of Legal Defeasance, no Event of Default relating to bankruptcy or insolvency may occur at any time from the date of the deposit to the 91st calendar day thereafter (it being understood that the condition shall not be deemed satisfied until the expiration of such period);



(6)

the Defeasance may not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than the Senior Subordinated Note Indenture) to which the Issuers or any of the Subsidiaries are a party or by which the Issuers or any of the Subsidiaries are bound;



(7)

the Issuers must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the Issuers with the intent to hinder, delay or defraud any other of the Issuers' creditors; and



(8)

the Issuers must deliver to the Trustee an Officers' Certificate confirming the satisfaction of conditions in clauses (1) through (7) above, and an Opinion of Counsel confirming the satisfaction of the applicable conditions in clauses (1) (with respect to the validity and perfection of the security interest), (4), (5) and (6) above.

        The Defeasance will be effective on the day on which all the applicable conditions above have been satisfied.

        If the amount deposited with the Trustee to effect a Covenant Defeasance is insufficient to pay the principal of and premium, if any, and interest (and Liquidated Damages, if any) on the Senior Subordinated Notes when due, or if any court enters an order directing the repayment of the deposit to the Issuers or otherwise making the deposit unavailable to make payments under the Senior Subordinated Notes when due, or if any court enters an order avoiding the deposit of money or otherwise requires the payment of the money so deposited to the Issuers or to a fund for the benefit of the Issuers' creditors, then (so long as the insufficiency exists or the order remains in effect) the Issuers' and the Guarantors' obligations under the Senior Subordinated Note Indenture and the Senior Subordinated Notes will be revived, and the Covenant Defeasance will be deemed not to have occurred.

Satisfaction and Discharge

        The Senior Subordinated Note Indenture provides that the Issuers may terminate the Issuers' obligations and the obligations of the Guarantors under the Senior Subordinated Note Indenture, the Senior Subordinated Notes and the Senior Subordinated Note Guarantees (except as described below) when:

(a)

all the Senior Subordinated Notes previously authenticated and delivered (except lost, stolen or destroyed Senior Subordinated Notes which have been replaced and Senior Subordinated Notes for whose payment money has theretofore been deposited with the Trustee or the

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paying agent in trust or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or a Guarantor) have been delivered to the Trustee for cancellation, or

(b)

(i)    all Senior Subordinated Notes have been called for redemption pursuant to the provisions under "Optional Redemption" by mailing to Holders a notice of redemption or all Senior Subordinated Notes otherwise have become due and payable,



(ii)

the Issuers have irrevocably deposited or caused to be irrevocably deposited with the Trustee, in trust, for the benefit of Holders of the Senior Subordinated Notes, U.S. legal tender, U.S. Government Obligations or a combination thereof in an aggregate amount that will be sufficient to pay and discharge the entire Indebtedness on the Senior Subordinated Notes not theretofore delivered to the Trustee for cancellation, for principal of and premium and interest (and Liquidated Damages, if any) on the Senior Subordinated Notes to the Redemption Date together with irrevocable instructions from the Issuers directing the Trustee to apply such funds to the payment thereof at such redemption,



(iii)

the Issuers and the Guarantors each has paid all other sums payable by it under the Senior Subordinated Note Indenture, the Senior Subordinated Notes and the Senior Subordinated Note Guarantees,



(iv)

no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit),



(v)

such deposit shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Senior Subordinated Note Indenture) to which the Issuers or any of the Subsidiaries are a party or by which the Issuers or any of the Subsidiaries are bound, and



(vi)

the Issuers shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel confirming the satisfaction of all conditions set forth in clauses (i) through (v) above.

Amendments, Supplements and Waivers

        Except as provided in the two succeeding paragraphs, the Senior Subordinated Note Indenture, the Senior Subordinated Notes and the Senior Subordinated Note Guarantees may be amended, supplemented or otherwise modified, and any existing Default or Event of Default (except certain payment defaults) or compliance with any provisions of the Senior Subordinated Note Indenture, the Senior Subordinated Notes and the Senior Subordinated Note Guarantees may be waived, with the consent of the Holders of not less than a majority in aggregate principal amount at maturity of the Senior Subordinated Notes at the time outstanding (including consents obtained in connection with a tender or exchange offer for the Senior Subordinated Notes).

        Without the consent of the Holder of each outstanding Senior Subordinated Note affected, an amendment, supplement, modification or waiver may not (with respect to Senior Subordinated Notes held by a non-consenting Holder):

(1)

reduce the principal amount at maturity of Senior Subordinated Notes the Holders of which must consent to an amendment, supplement, modification or waiver,



(2)

change the Stated Maturity on any Senior Subordinated Note,



(3)

reduce the principal amount at maturity of, or any premium (including redemption premium but not including any redemption premium relating to the covenants described under "Offers

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to Repurchase the Senior Subordinated Notes") on, any Senior Subordinated Note, or amend or modify the accretion of non-cash interest so as to reduce the principal of any Senior Subordinated Note,

(4)

reduce the rate of or change the time for payment of interest (or Liquidated Damages, if any) on any Senior Subordinated Note,



(5)

waive a Default or Event of Default in the payment of principal of or premium, if any, or interest (or Liquidated Damages, if any) on any Senior Subordinated Note (except a rescission of acceleration of the Senior Subordinated Notes by the Holders of a majority in aggregate principal amount at maturity of the Senior Subordinated Notes and a waiver of the payment default that resulted from such acceleration),



(6)

waive any redemption payment with respect to any Senior Subordinated Note (other than provisions relating to or payments required by the covenants described under the caption "Offers to Repurchase the Senior Subordinated Notes"),



(7)

after the corresponding Asset Sale or Change of Control has occurred, reduce the Change of Control Purchase Price or the Asset Sale Offer Price or alter any other provision with respect to the redemption of the Senior Subordinated Notes required by the covenants described under the caption "Offers to Repurchase the Senior Subordinated Notes,"



(8)

change the coin or currency in which, the principal of or premium, if any, or interest (or Liquidated Damages, if any) on any Senior Subordinated Note is payable,



(9)

impair the right to institute suit for the enforcement of payment of the principal of or premium, if any, or interest (or Liquidated Damages, if any) on any Senior Subordinated Note on or after the Stated Maturity (or on or after the Redemption Date),



(10)

make any change in the provisions of the Senior Subordinated Note Indenture relating to waivers of past Defaults with respect to, or the rights of Holders to receive, scheduled payments of principal of or premium, if any, or interest (or Liquidated Damages, if any) on the Senior Subordinated Notes,



(11)

modify or change any provision of the Senior Subordinated Note Indenture affecting the ranking of the Senior Subordinated Notes or any Senior Subordinated Note Guarantee in a manner adverse to the Holders of the Senior Subordinated Notes,



(12)

release any Guarantor from any of its obligations under its Senior Subordinated Note Guarantee or the Senior Subordinated Note Indenture other than in compliance with the Senior Subordinated Note Indenture, or



(13)

make any changes in the foregoing amendment, supplement and waiver provisions.

        Notwithstanding the foregoing, without the consent of the Holders of Senior Subordinated Notes, the Issuers, the Guarantors and the Trustee may amend, modify or supplement the Senior Subordinated Note Indenture, the Senior Subordinated Notes and the Senior Subordinated Note Guarantees:

(i)

to cure any ambiguity, defect or inconsistency,



(ii)

to provide for uncertificated Senior Subordinated Notes in addition to or in place of certificated Senior Subordinated Notes,



(iii)

to provide for the assumption of any of the Issuers' or the Guarantors' obligations to Holders in the case of a merger or consolidation or a sale of all or substantially all of the Issuers' assets in accordance with the Senior Subordinated Note Indenture,

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(iv)

to evidence the release of any Guarantor permitted to be released under the terms of the Senior Subordinated Note Indenture or to evidence the addition of any new Guarantor,



(v)

to comply with requirements of the SEC in order to effect or maintain the qualification of the Senior Subordinated Note Indenture under the Trust Indenture Act,



(vi)

to comply with applicable Gaming Laws,



(vii)

to comply with the provisions of DTC or the Trustee with respect to the provisions of the Senior Subordinated Note Indenture and the Senior Subordinated Notes relating to transfers and exchanges of Senior Subordinated Notes or beneficial interests therein,



(viii)

to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights of any Holder of Senior Subordinated Notes under the Senior Subordinated Note Indenture, the Senior Subordinated Notes, the Senior Subordinated Note Guarantees or the Registration Rights Agreement, or



(ix)

to provide for the issuance of Additional Senior Subordinated Notes in accordance with the limitations set forth in the Senior Subordinated Note Indenture as of the date thereof, including the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock."

Governing Law

        The Senior Subordinated Note Indenture, the Senior Subordinated Notes and the Senior Subordinated Note Guarantees are be governed by, and will be 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).

No Personal Liability of Partners, Stockholders, Officers or Directors

        The Senior Subordinated Note Indenture provides that 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 respect of the Issuers' obligations or the obligations of the Guarantors under the Senior Subordinated Note Indenture, the Senior Subordinated Notes, the Senior Subordinated Note Guarantees or the Registration Rights Agreement, 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 Senior Subordinated Note Guarantee.

Certain Definitions

        "Acquired Indebtedness" means Indebtedness of any Person existing at the time such Person becomes a Subsidiary, including by designation, or is merged or consolidated into or with one of the Issuers or one of the Subsidiaries.

        "Acquisition" means the purchase or other acquisition of any Person or all or substantially all the assets of any Person by any other Person, whether by purchase, merger, consolidation, or other transfer, and whether or not for consideration.

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, will mean (a) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of

156

such Person, whether through the ownership of voting securities, by agreement or otherwise or (b) beneficial ownership of 10% or more of the voting securities of such Person. Notwithstanding the foregoing, "Affiliate" shall not include Wholly Owned Subsidiaries.

        "Aggregate Previously Distributed Permitted Tax Distribution" means with respect to any taxable period or portion thereof the aggregate amount of Permitted Tax Distributions actually distributed under clause (g) of the second sentence under "—Certain Covenants—Limitations on Restricted Payments."

        "Applicable Capital Gain Tax Rate" means, with respect to any individual who is a resident in the State of Nevada for any period, the highest effective combined United States federal, state and local income tax applicable to net capital gain during such period.

        "Applicable Income Tax Rate" means, with respect to any individual who is a resident in the State of Nevada for any period, the highest effective combined United States federal, state and local income tax applicable during such period.

        "Available Permitted Tax Distribution" means the excess, if any, of (i) the Combined Permitted Tax Distribution over (ii) the Aggregate Previously Distributed Permitted Tax Distributions.

        "Average Life" means, as of the date of determination, with respect to any security or instrument, the quotient obtained by dividing (1) the sum of the products (a) of the number of years from the date of determination to the date or dates of each successive scheduled principal (or redemption) payment of such security or instrument and (b) the amount of each such respective principal (or redemption) payment by (2) the sum of all such principal (or redemption) payments.

        "Beneficial Owner" or "beneficial owner" for purposes of the definitions of Change of Control and Affiliate has the meaning attributed to it in Rules 13d-3 and 13d-5 under the Exchange Act (as in effect on the Issue Date).

"Board of Directors" means, with respect to any Person, the board of directors of such Person (or if such Person is not a corporation, the equivalent board of managers or members or body performing similar functions for such Person) or any committee of the board of directors of such Person (or if such Person is not a corporation, any committee of the equivalent board of managers or members or body performing similar functions for such Person) authorized, with respect to any particular matter, to exercise the power of the board of directors of such Person (or if such Person is not a corporation, the equivalent board of managers or members or body performing similar functions for such Person).

        "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York, New York are authorized or obligated by law or other government action to close.

        "Capital Contribution" means any contribution to the Issuers' equity from one of the Issuers' direct or indirect parents for which no consideration has been given other than the issuance of Qualified Capital Stock.

"Capital Stock" means, (i) with respect to any Person that is a corporation, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock issued by such Person, (ii) with respect to a Person that is a limited liability company, any and all membership interests in such Person, and (iii) with respect to any other Person, any and all partnership, joint venture or other equity interests of such Person.

        "Capitalized Lease Obligation" means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

157

        "Cash Equivalent" means:

(1)

securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided, that the full faith and credit of the United States of America is pledged in support thereof),



(2)

time deposits, certificates of deposit, bankers' acceptances and commercial paper issued by the parent corporation of any domestic commercial bank of recognized standing having capital and surplus in excess of $500.0 million,



(3)

commercial paper issued by others rated at least A-2 or the equivalent thereof by Standard & Poor's Corporation or at least P-2 or the equivalent thereof by Moody's Investors Service, Inc.,



(4)

repurchase obligations with a term of not more than seven days for underlying securities of the types described in (1) and (2) above entered into with any financial institution meeting the qualifications specified in (2) above, or



(5)

money market funds, substantially all of the assets of which constitute Cash Equivalents of the kinds described in (1) through (4) of this definition,

and in the case of each of (1), (2), and (3) maturing within one year after the date of acquisition.

        "Code" means the Internal Revenue Code of 1986, as amended.

        "Combined Permitted Tax Distribution" means, with respect to any taxable period or portion thereof in which one or more Issuers is a Flow Through Entity, the amount of the Permitted Tax Distribution that would be permitted to be distributed as determined on the basis as if such Issuers, for the portion of such period that any particular Issuer continued to be a Flow Through Entity, constituted separate divisions of a single Flow Through Entity.

"consolidated" means, with respect to the Issuers, the combination 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.

        "Consolidated Coverage Ratio" of any specified Person or Persons on any specified date of determination (the "Transaction Date") means the ratio, on a pro forma basis, of (a) the aggregate amount of Consolidated EBITDA of such Person attributable to continuing operations and businesses (exclusive of amounts attributable to operations and businesses permanently discontinued or disposed of) for the Reference Period to (b) the aggregate Consolidated Fixed Charges of such Person (exclusive of amounts attributable to operations and businesses permanently discontinued or disposed of, but only to the extent that the obligations giving rise to such Consolidated Fixed Charges would no longer be obligations contributing to such Person's Consolidated Fixed Charges subsequent to the Transaction Date) during the Reference Period; provided, that for purposes of such calculation:

(1)

Acquisitions which occurred during the Reference Period or subsequent to the Reference Period and on or prior to the Transaction Date will be given pro forma effect as if they had occurred on the first day of the Reference Period,



(2)

transactions giving rise to the need to calculate the Consolidated Coverage Ratio shall be assumed to have occurred on the first day of the Reference Period,



(3)

the incurrence of any Indebtedness (including issuance of any Disqualified Capital Stock) during the Reference Period or subsequent to the Reference Period and on or prior to the Transaction Date (and the application of the proceeds therefrom to the extent used to refinance or retire other Indebtedness (other than Indebtedness incurred under any revolving

158

credit agreement or similar facility)) will be given pro forma effect as if it had occurred on the first day of the Reference Period, and

(4)

the Consolidated Fixed Charges of such Person attributable to interest on any Indebtedness or dividends on any Disqualified Capital Stock bearing a floating interest (or dividend) rate shall be computed on a pro formabasis as if the average rate in effect from the beginning of the Reference Period to the Transaction Date had been the applicable rate for the entire period, provided, that if such Person or any of the Subsidiaries is a party to an Interest Swap or Hedging Obligation (which shall remain in effect for the 12-month period immediately following the Transaction Date) that has the effect of fixing the interest rate on the date of computation, then such rate (whether higher or lower) shall be used.

        "Consolidated EBITDA" means, with respect to any specified Person or Persons for any specified period, the Consolidated Net Income of such Person for such period adjusted to add thereto (to the extent deducted for purposes of determining Consolidated Net Income), without duplication, the sum of:

(1)

consolidated income tax expense and the amount of Permitted Tax Distributions subtracted from net income in the determination of the Consolidated Net Income of such Person for such period,



(2)

consolidated depreciation and amortization expense,



(3)

Consolidated Fixed Charges, and



(4)

all other non-cash charges reducing Consolidated Net Income for such period but excluding non-cash charges that require an accrual of or a reserve for cash charges for any future periods and normally occurring accruals such as reserves for accounts receivable, and

        less the amount of all cash payments made by such Person or any of the Subsidiaries during such period to the extent such payments relate to non-cash charges that were added back in determining Consolidated EBITDA for such period or any prior period; provided, that consolidated income tax expense and depreciation and amortization of a Subsidiary that is a less than Wholly Owned Subsidiary shall only be added to the extent of the Issuers' equity interest in such Subsidiary.

        "Consolidated Fixed Charges" means, with respect to any specified Person or Persons for any specified period, the aggregate amount (without duplication and determined in each case in accordance with GAAP) of:

(a)

interest expensed or capitalized, paid, accrued, or scheduled to be paid or accrued (including, in accordance with the following sentence, interest attributable to Capitalized Lease Obligations) of such Person and its Consolidated Subsidiaries during such period, including (1) original issue discount and non-cash interest payments or accruals on any Indebtedness, (2) the interest portion of all deferred payment obligations, and (3) all commissions, discounts and other fees and charges owed with respect to bankers' acceptances and letters of credit financings and currency and Interest Swap and Hedging Obligations, in each case to the extent attributable to such period, and



(b)

the product of (i) the amount of dividends accrued or payable (or guaranteed) by such Person or any of its Consolidated Subsidiaries in respect of Preferred Stock (other than by Subsidiaries to the Issuers or to the Wholly Owned Subsidiaries) times (ii) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated United States federal, state and local income tax rate of such Person, expressed as a decimal (as estimated in good faith by the Issuers).

159

        For purposes of this definition, (x) interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined in reasonable good faith by the Issuers to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP and (y) interest expense attributable to any Indebtedness represented by the guarantee by such Person or a Subsidiary of such Person of an obligation of another Person shall be deemed to be the interest expense attributable to the Indebtedness guaranteed.

        Notwithstanding the foregoing, in calculating the Debt Incurrence Ratio solely for purposes of clause (2) of the first paragraph of the covenant "Limitation on Restricted Payments," Consolidated Fixed Charges shall not include original issue discount or non-cash interest payments or accruals on the Senior Subordinated Notes.

"Consolidated Net Income" means, with respect to any specified Person or Persons for any specified period, the net income (or loss) of such specified Person and its Consolidated Subsidiaries (determined on a consolidated basis in accordance with GAAP) for such period reduced by the maximum amount of Permitted Tax Distributions attributable to such net income for such period, adjusted to exclude (only to the extent included in computing such net income (or loss) and without duplication):

(a)

all gains and losses which are either extraordinary (as determined in accordance with GAAP) or are unusual and nonrecurring (including any gain or loss from the sale or other disposition of assets outside the ordinary course of business or from the issuance or sale of any Capital Stock),



(b)

the net income, if positive, of any Person, other than a Consolidated Subsidiary, in which such specified Person or any of its Consolidated Subsidiaries has an interest, except to the extent of the amount of any dividends or distributions actually paid in cash to such Person or a Consolidated Subsidiary of such Person during such period, but in any case not in excess of such specified Person's pro rata share of such specified Person's net income for such period,



(c)

the net income, if positive, of any of such specified Person's Consolidated Subsidiaries to the extent that the declaration or payment of dividends or similar distributions is not at the time permitted by operation of the terms of its charter or bylaws or any other agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Consolidated Subsidiary, and



(d)

the net income of, and all dividends and distributions from, any Unrestricted Subsidiary.

        "Consolidated Net Worth" of any Person at any date means the aggregate consolidated stockholders' equity of such Person (including amounts of equity attributable to Preferred Stock) and its Consolidated Subsidiaries, as would be shown on the consolidated balance sheet of such Person prepared in accordance with GAAP, adjusted to exclude (to the extent included in calculating such equity), the amount of any such stockholders' equity attributable to Disqualified Capital Stock or treasury stock of such Person and its Consolidated Subsidiaries.

        "Consolidated Subsidiary" means, for any Person, each Subsidiary of such Person (whether now existing or hereafter created or acquired) the financial statements of which are consolidated for financial statement reporting purposes with the financial statements of such Person in accordance with GAAP.

        "Continuing Director" means during any period of 24 consecutive months after the Issue Date, individuals who at the beginning of any such 24-month period constituted the applicable Issuer's Board of Directors (together with any new directors whose election by such Issuer's Board of Directors or whose nomination for election by such Issuer's shareholders was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved, including new directors designated in or provided for in an agreement regarding the merger, consolidation or sale, transfer or other conveyance, of all or substantially all of such Issuer's assets, if such agreement was approved by a vote of such majority of directors).

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        "contractually subordinated" means subordinated in right of payment by its terms or the terms of any document or instrument or instrument relating thereto. For the avoidance of doubt, unsecured Indebtedness is not "contractually subordinated" to secured Indebtedness and a junior Lien on any assets securing Indebtedness does not render such Indebtedness "contractually subordinated" to Indebtedness that is secured by a senior Lien on such assets.

        "Credit Agreement" means the Credit Agreement to be entered into, as of the Issue Date, by the Issuers with Wells Fargo Foothill, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, as such credit agreement and/or related documents may be amended, restated, supplemented, renewed, replaced or otherwise modified from time to time whether or not with the same agent, trustee, representative lenders or holders, and, subject to the proviso to the next succeeding sentence, irrespective of any changes in the terms and conditions thereof. Without limiting the generality of the foregoing, the term "Credit Agreement" shall include any amendment, amendment and restatement, renewal, extension, restructuring, supplement or modification to any Credit Agreement and all refundings, refinancings and replacements of any Credit Agreement with another credit agreement, including any credit agreement:

(1)

extending the maturity of any Indebtedness incurred thereunder or contemplated thereby,



(2)

adding or deleting borrowers or guarantors thereunder, so long as borrowers and issuers include one or more of the Issuers and the Subsidiaries and their respective successors and assigns,



(3)

increasing the amount of Indebtedness incurred thereunder or available to be borrowed thereunder; provided, that on the date such Indebtedness is incurred it would not be prohibited by the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock," or



(4)

otherwise altering the terms and conditions thereof in a manner not prohibited by the terms of the Senior Subordinated Note Indenture.

        "Credit Facility Basket" has the meaning set forth under "Certain Covenants—Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock."

        "Debt Incurrence Ratio" has the meaning set forth under "Certain Covenants—Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock."

        "Default" means any event that is or with the passage of time or the giving of notice or both would be an Event of Default.

        "Designated Senior Debt" means:

(1)

any Indebtedness outstanding under the Credit Agreement;



(2)

Indebtedness under any outstanding Senior Secured Notes and Senior Secured Note Guarantees; and



(3)

after payment in full of the Indebtedness referred to in clauses (1) and (2) of this definition, any other Senior Debt of the Issuers or the Guarantors permitted to be incurred under the Senior Subordinated Note Indenture that, at the date of determination, has an aggregate principal amount outstanding of at least $25.0 million and has been specifically designated by the Issuers in the instrument evidencing or governing such Senior Debt as "Designated Senior Debt" for purposes of the Senior Subordinated Note Indenture.

        "Disqualified Capital Stock" means with respect to any Person, any Equity Interests of such Person that, by its terms or by the terms of any security into which it is convertible, exercisable or exchangeable, is, or upon the happening of an event or the passage of time or both would be, required

161

to be redeemed or repurchased, including at the option of the holder thereof, by such Person or any of the Subsidiaries, in whole or in part, on or prior to 91 days following the Stated Maturity of the Senior Subordinated Notes. Notwithstanding the foregoing, any Equity Interests that would constitute Disqualified Capital Stock solely because the holders thereof have the right to require the Issuers to repurchase such Equity Interests upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Capital Stock if the terms of such Equity Interests provide that the Issuers may not repurchase or redeem any such Equity Interests pursuant to such provisions prior to the Issuers' purchase of the Senior Subordinated Notes as are required to be purchased pursuant to the provisions of the Senior Subordinated Note Indenture as described under "Repurchase of Senior Subordinated Notes at the Option of the Holder Upon a Change of Control" and "Limitation on Sale of Assets and Subsidiary Stock."

"Equity Holder" means (a) with respect to a corporation, each holder of stock of such corporation, (b) with respect to a limited liability company or similar entity, each member of such limited liability company or similar entity, (c) with respect to a partnership, each partner of such partnership, (d) with respect to any entity described in clause (a)(iv) of the definition of "Flow Through Entity," the owner of such entity, and (e) with respect to a trust described in clause (a)(v) of the definition of "Flow Through Entity," an owner thereof.

"Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

"Event of Loss" means, with respect to any property or asset, (1) any loss, destruction or damage of such property or asset, (2) any condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such property or asset, or confiscation or requisition of the use of such property or asset or (3) any settlement in lieu of clause (2) above.

"Excess Cash Distribution Amount for Taxes" means the excess of (x) the aggregate actual cash distributions received by the Issuers or a Subsidiary from all Flow Through Entities that are not Subsidiaries during the period commencing with the Issue Date and continuing to and including the date on which a proposed Permitted Tax Distribution is to be made under clause (g) of the second sentence under "—Certain Covenants—Limitations on Restricted Payments" over (y) the aggregate amount of such cash distributions described in the immediately preceding clause (x) that have already been taken into account for purposes of making (I) Permitted Tax Distributions previously made and which was attributable to a Flow Through Entity that was not a Subsidiary at the time such Permitted Tax Distribution was made plus (II) Restricted Payments permitted by clause (a) or (d) of clause (3) of the first sentence under "—Certain Covenants—Limitations on Restricted Payments" (treating such cash distributions described in this clause (y)(II) as used to make a Restricted Payment during such period only to the extent that in such period, the total amount of Restricted Payments actually made during such period exceeded the excess of (m) the total amount of Restricted Payments permitted to be made in such period over (n) the amount of such cash distributions described in the immediately preceding clause (x) that were actually received by the Issuers or a Subsidiary during such period and that were not previously used to make a Permitted Tax Distribution.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "Excluded Foreign Subsidiary" means any Foreign Subsidiary that is either (i) treated for United States federal tax purposes as a corporation or (ii) any entity owned directly or indirectly by another Foreign Subsidiary that is treated for United States federal tax purposes as a corporation.

        "Exempted Affiliate Transaction" means:

(a)

reasonable and customary compensation arrangements provided for the benefit of, any director, officer or employee of the Issuers or any Subsidiary, in each case entered into in the

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ordinary course of business and for services provided to the Issuer or such Subsidiary, respectively, as determined in good faith by the Board of Directors of the applicable Issuer,

(b)

dividends permitted under the terms of the covenant "—Limitation on Restricted Payments" above and payable, in form and amount, on a pro rata basis to all holders of the Issuers' common stock or common membership interests, as the case may be,



(c)

transactions solely between or among the Issuers and any of the Consolidated Subsidiaries that are Guarantors or solely among the Consolidated Subsidiaries that are Guarantors, and



(d)

payment of management fees permitted by clause (f) of the second paragraph of the covenant "—Limitation on Restricted Payments" above.

        "Existing Indebtedness" means the Indebtedness of the Issuers and the Subsidiaries (other than Indebtedness under the Credit Agreement, the Senior Subordinated Notes and the Senior Subordinated Note Guarantees) in existence on the Issue Date (after giving effect to the transactions contemplated hereby), reduced to the extent such amounts are repaid, refinanced or retired.

        "Existing Stockholders" means (i) Robert R. Black, Sr., (ii) any trust, corporation, partnership or other entity controlled by Robert R. Black, Sr. and members of the immediate family of Robert R. Black, Sr. or (iii) any partnership the sole general partners of which consist solely of Robert R. Black, Sr., any entity referred to in clause (ii) above and members of the immediate family of Robert R. Black, Sr.

        "FF&E" means furniture, fixtures and equipment (including Gaming Equipment) acquired by the Issuers and the Subsidiaries in the ordinary course of business for use in the Issuers' or the Subsidiaries' business operations.

        "FF&E Financing" means Indebtedness, the proceeds of which are used solely by the Issuers and the Subsidiaries (and concurrently with the incurrence of such Indebtedness) to acquire or lease or improve or refinance, respectively, FF&E; provided, that (x) the principal amount of such FF&E Financing does not exceed the cost (including sales and excise taxes, installation and delivery charges, capitalized interest and other direct fees, costs and expenses) of the FF&E purchased or leased with the proceeds thereof or the cost of such improvements, as the case may be, and (y) such FF&E Financing is secured only by the assets so financed and assets which, immediately prior to the incurrence of such FF&E Financing, secured other Indebtedness of the Issuers and the Subsidiaries (to the extent such other Indebtedness and the Liens securing such other Indebtedness are permitted under the Senior Subordinated Note Indenture) to the lender of such FF&E Financing.

        "Flow Through Entity" means an entity that (a) for United States federal income tax purposes constitutes (i) an "S corporation" (as defined in section 1361(a) of the Code), (ii) a "qualified subchapter S subsidiary" (as defined in section 1361(b)(3)(B) of the Code), (iii) a "partnership" (within the meaning of section 7701(a)(2) of the Code) other than a "publicly traded partnership" (as defined in section 7704 of the Code), (iv) an entity that is disregarded as an entity separate from its owner under the Code, the Treasury regulations or any published administrative guidance of the Internal Revenue Service, or (v) a trust, the income of which is includible in the taxable income of the grantor or another person under sections 671 through 679 of the Code (the entities described in the immediately preceding clauses (i), (ii), (iii), (iv) and (v), a "Federal Flow Through Entity") and (b) for state and local jurisdictions in respect of which Permitted Tax Distributions are being made, is subject to treatment on a basis under applicable state or local income tax law substantially similar to a Federal Flow Through Entity.

        "Foreign Subsidiary" means any Subsidiary which (i) is not organized under the laws of the United States, any state thereof or the District of Columbia and (ii) conducts substantially all of its business operations outside the United States of America.

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        "GAAP" means United States generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession in the United States as in effect from time to time.

"Gaming Authorities" means any agency, authority, board, bureau, commission, department, office or instrumentality of any nature whatsoever of the United States federal government, any foreign government, any state, province or city or other political subdivision or otherwise, whether now or hereafter existing, or any officer or official thereof, including, without limitation, the Nevada Gaming Commission, the Nevada State Gaming Control Board, the Clark County Liquor and Gaming Licensing Board, the City of Mesquite and any other agency, in each case, with authority to regulate any gaming operation (or proposed gaming operation) owned, managed or operated by the Issuers or any of the Subsidiaries.

        "Gaming Equipment" means slot machines, video poker machines, and all other gaming equipment and related signage, accessories and peripheral equipment.

        "Gaming FF&E Financing" means FF&E Financing, the proceeds of which are used solely by the Issuers and the Subsidiaries to acquire or lease FF&E that constitutes Gaming Equipment.

"Gaming Licenses" means every material license, material franchise, material registration, material qualification, findings of suitability or other material approval or authorization required to own, lease, operate or otherwise conduct or manage gaming activities in any state or jurisdiction in which the Issuers or any of the Subsidiaries conducts business (including, without limitation, all such licenses granted by the Gaming Authorities), and all applicable liquor and tobacco licenses.

        "Guarantees" means, together, the Senior Secured Note Guarantees (as defined under "Description of Senior Secured Notes—Certain Definitions") and the Senior Subordinated Note Guarantees.

        "Guarantor" means each of the present and future Subsidiaries that at the time are guarantors of the Senior Subordinated Notes in accordance with the Senior Subordinated Note Indenture.

"Holder" means the Person in whose name a Senior Subordinated Note is registered in the register of the Senior Subordinated Notes.

"Indebtedness" of any specified Person means, without duplication,

(a)

all liabilities and obligations, contingent or otherwise, of such specified Person, to the extent such liabilities and obligations would appear as a liability upon the consolidated balance sheet of such specified Person in accordance with GAAP, (1) in respect of borrowed money (whether or not the recourse of the lender is to the whole of the assets of such specified Person or only to a portion thereof), (2) evidenced by bonds, notes, debentures or similar instruments, (3) representing the balance deferred and unpaid of the purchase price of any property or services, except (other than accounts payable or other obligations to trade creditors which have remained unpaid for greater than 60 days past their original due date) those incurred in the ordinary course of its business that would constitute ordinarily a trade payable to trade creditors;



(b)

all liabilities and obligations, contingent or otherwise, of such specified Person (1) evidenced by bankers' acceptances or similar instruments issued or accepted by banks, (2) relating to any Capitalized Lease Obligation, or (3) evidenced by a letter of credit or a reimbursement obligation of such specified Person with respect to any letter of credit;



(c)

all net obligations of such specified Person under Interest Swap and Hedging Obligations;

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(d)

all liabilities and obligations of others of the kind described in any of the preceding clauses (a), (b) and (c) that such specified Person has guaranteed or provided credit support or that are otherwise its legal liability or that are secured by any assets or property of such specified Person;



(e)

any and all deferrals, renewals, extensions, refinancing and refundings (whether direct or indirect) of, or amendments, modifications or supplements to, any liability of the kind described in any of the preceding clauses (a), (b), (c) or (d), or this clause (e), whether or not between or among the same parties; and



(f)

all Disqualified Capital Stock of such specified Person (measured at the greater of its voluntary or involuntary maximum fixed repurchase price, including accrued and unpaid dividends).

        For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Senior Subordinated Note Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined in reasonable good faith by the Board of Directors of the issuer of such Disqualified Capital Stock.

        The amount of any Indebtedness outstanding as of any date shall be (1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount, but the accretion of original issue discount in accordance with the original terms of Indebtedness issued with an original issue discount will not be deemed to be an incurrence, and (2) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

        "Indentures" mean, together, the Senior Secured Note Indenture and the Senior Subordinated Note Indenture.

        "Initial Public Offering" means an initial underwritten public offering of (a) the Issuers' common stock or (b) common stock of a holding company that wholly owns each of the Issuers, in each case for cash pursuant to an effective registration statement under the Securities Act following which the Issuers' or such holding company's, as the case may be, common stock is listed on a national securities exchange or quoted on the national market system of the Nasdaq Stock Market, Inc.

        "Interest Swap and Hedging Obligation" means any obligation of any Person pursuant to any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate exchange agreement, currency exchange agreement or any other agreement or arrangement designed to protect against fluctuations in interest rates or currency values, including, without limitation, any arrangement whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a fixed or floating rate of interest on a stated notional amount in exchange for periodic payments made by such Person calculated by applying a fixed or floating rate of interest on the same notional amount.

"Investment" by any specified Person in any other Person (including an Affiliate) means (without duplication):

(a)

the acquisition (whether by purchase, merger, consolidation or otherwise) by such specified Person (whether for cash, property, services, securities or otherwise) of Equity Interests, Capital Stock, bonds, notes, debentures, partnership or other ownership interests or other securities, including any options or warrants, of such other Person or any agreement to make any such acquisition;

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(b)

the making by such specified Person of any deposit with, or advance, loan or other extension of credit to, such other Person (including the purchase of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such other Person) or any commitment to make any such advance, loan or extension (but excluding accounts receivable, endorsements for collection or deposits arising in the ordinary course of business);



(c)

other than guarantees of the Issuers' Indebtedness or the Indebtedness of any Guarantor to the extent permitted by the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock," the entering into by such specified Person of any guarantee of, or other credit support or contingent obligation with respect to, Indebtedness or other liability of such other Person;



(d)

the making of any capital contribution by such specified Person to such other Person; and



(e)

Investments described in the immediately following paragraph.

        The Issuers shall be deemed to make an Investment in an amount equal to the fair market value of the net assets of any subsidiary of the Issuers (or, if neither the Issuers nor any of the Subsidiaries has theretofore made an Investment in such subsidiary, in an amount equal to the Investments being made), at the time that such subsidiary is designated an Unrestricted Subsidiary, and any property transferred to an Unrestricted Subsidiary from the Issuers or a Subsidiary shall be deemed an Investment valued at its fair market value at the time of such transfer. The Issuers or any of the Subsidiaries shall be deemed to have made an Investment in a Person that is or was a Subsidiary or a Guarantor if, upon the issuance, sale or other disposition of any portion of the Issuers' or any of the Subsidiary's ownership in the Capital Stock of such Person, such Person ceases to be a Subsidiary or Guarantor, as applicable. The fair market value of each Investment shall be measured at the time made or returned, as applicable.

        "Issue Date" means the date of first issuance of the Senior Subordinated Notes under the Senior Subordinated Note Indenture.

        "Junior Security" means any Qualified Capital Stock and any Indebtedness of the Issuers or a Guarantor, as applicable, that is contractually subordinated in right of payment to Senior Debt at least to the same extent as the Senior Subordinated Notes or the Senior Subordinated Note Guarantees, as applicable, and has no scheduled installment of principal due, by redemption, sinking fund payment or otherwise, on or prior to the Stated Maturity of the Senior Subordinated Notes.

"Lien" means, with respect to any asset, any mortgage, charge, pledge, lien (statutory or otherwise), privilege, security interest, hypothecation or other encumbrance upon or with respect to such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction, real or personal, movable or immovable, now owned or hereafter acquired.

        "Liquidated Damages" means all liquidated damages then owing pursuant to the Registration Rights Agreement.

"Net Cash Proceeds" means the aggregate amount of cash or Cash Equivalents received (a) by the Issuers in the case of a sale of Qualified Capital Stock and (b) by the Issuers and the Subsidiaries in respect of an Asset Sale or an Event of Loss (including, in the case of an Event of Loss, the insurance proceeds, but excluding any liability insurance proceeds payable to the Trustee for any loss, liability or expense incurred by it),

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(1)

plus, in the case of an issuance of Qualified Capital Stock upon any exercise, exchange or conversion of securities (including options, warrants, rights and convertible or exchangeable debt) of the Issuers that were issued for cash after the Issue Date, the amount of cash originally received by the Issuers upon the issuance of such securities (including options, warrants, rights and convertible or exchangeable debt),



(2)

less, in each case, the sum of all payments, fees and commissions and reasonable and customary expenses (including, without limitation, legal counsel, accounting and investment banking fees and expenses but excluding costs and expenses payable to an Affiliate of the Issuers) incurred in connection with such Asset Sale or sale of Qualified Capital Stock or Event of Loss, and



(3)

less, in the case of an Asset Sale or Event of Loss only, the sum of (i) the amount (estimated reasonably and in good faith by the Issuers) of income, franchise, sales and other applicable taxes required to be paid by the Issuers or any of the Subsidiaries in connection with such Asset Sale or Event of Loss in the taxable year that such sale is consummated or such loss is incurred or in the immediately succeeding taxable year, the computation of which shall take into account the reduction in tax liability resulting from any available operating losses and net operating loss carryovers, tax credits and tax credit carryforwards, and similar tax attributes, plus (ii) the amount of the marginal increase, if any, of the Permitted Tax Distribution directly attributable to such Asset Sale.

        "Notes" means, together, the Senior Secured Notes and the Senior Subordinated Notes.

        "Obligation" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities and obligations payable under the documentation governing any Indebtedness, including, without limitation, interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable instrument governing or evidencing such Indebtedness and including, with respect to the Registration Rights Agreement, Liquidated Damages, if any.

        "Officers' Certificate" means the officers' certificate to be delivered upon the occurrence of certain events as set forth in the Senior Subordinated Note Indenture.

        "Opinion of Counsel" means an opinion from legal counsel who is reasonably acceptable to the Trustee. Such counsel may be an employee of or counsel to any of the Issuers, any Subsidiary or the Trustee.

        "Permitted C-Corp Conversion" means a transaction resulting in an Issuer becoming subject to tax under the Code as a corporation (a "C Corporation"); provided, that:

(1)

the C Corporation resulting from such transaction, if a successor to such Issuer, (a) is a corporation, limited liability company or other entity organized and existing under the laws of any state of the United States or the District of Columbia, (b) assumes all of the obligations of such Issuer under the Senior Subordinated Notes and the Senior Subordinated Note Indenture pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee and (c) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of such Issuer immediately preceding the transaction;



(2)

after giving effect to such transaction no Default or Event of Default exists;



(3)

prior to the consummation of such transaction, such Issuer shall have delivered to the Trustee (a) an Opinion of Counsel reasonably acceptable to the Trustee to the effect that the holders of the outstanding Senior Subordinated Notes will not recognize income gain or loss for United States federal income tax purposes as a result of such Permitted C-Corp Conversion and will be subject to United States federal income tax on the same amounts, in the same

167

manner, and at the same times as would have been the case if such Permitted C-Corp Conversion had not occurred and (b) an Officers' Certificate as to compliance with all of the conditions set forth in paragraphs (1), (2) and (3)(a) above; and

(4)

such transaction would not (a) result in the loss or suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with such loss, suspension or material impairment or (b) require any holder or beneficial owner of Senior Subordinated Notes to obtain a Gaming License or be qualified or found suitable under any applicable gaming or laws.

        "Permitted Indebtedness" means:

(a)

Indebtedness evidenced by the Senior Secured Notes and the Senior Secured Note Guarantees issued pursuant to the Senior Secured Note Indenture up to the amounts being issued on the original Issue Date less any amounts repaid or retired;



(b)

Indebtedness evidenced by the Senior Subordinated Notes and the Senior Subordinated Note Guarantees issued pursuant to the Senior Subordinated Note Indenture up to the amounts being issued on the original Issue Date less any amounts repaid or retired;



(c)

Permitted Refinancing Indebtedness with respect to any Indebtedness (including Disqualified Capital Stock) described in clause (a) or (b) or incurred pursuant to the Debt Incurrence Ratio test of the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock," or which was refinanced pursuant to this clause (c);



(d)

FF&E Financing and Indebtedness represented by Capital Lease Obligations, mortgage financings or other Purchase Money Obligations; provided, that (1) no Indebtedness incurred under the Notes is utilized for the purchase or lease of assets financed with such FF&E Financing or such other Indebtedness, and (2) the aggregate principal amount of such Indebtedness (including any Permitted Refinancing Indebtedness and any other Indebtedness incurred to repay, redeem, discharge, retire, defease, refund, refinance or replace any Indebtedness incurred pursuant to this clause (d)) outstanding at any time pursuant to this clause (d), other than any Gaming FF&E Financing, does not exceed $2.5 million;



(e)

(i)    Indebtedness incurred by any Issuer that is owed to (borrowed from) any Guarantor, provided, that (x) such Indebtedness shall be unsecured and contractually subordinated in all respects to such Issuer's obligations pursuant to the Notes and (y) any event that causes such Guarantor no longer to be a Guarantor (including by designation as an Unrestricted Subsidiary) shall be deemed to be a new incurrence by such Issuer of such Indebtedness and any guarantor thereof subject to the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Stock,"

(ii)    Indebtedness incurred by any Guarantor that is owed to (borrowed from) any other Guarantor or any Issuer, provided, that (x) such Indebtedness shall be unsecured and contractually subordinated in all respects to such Guarantor's obligations pursuant to such Guarantor's Guarantee and (y) any event that causes the Guarantor lender no longer to be a Guarantor (including a designation as an Unrestricted Subsidiary) shall be deemed to be a new incurrence by such Guarantor borrower of such Indebtedness and any guarantor thereof subject to the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Stock," and

(iii)    Indebtedness incurred by any Subsidiary (other than a Guarantor) and owed to (borrowed from) any Issuer, any Guarantor or any other Subsidiary; provided, that (x) such Indebtedness shall be unsecured and contractually subordinated in all respects to such Issuer's obligations pursuant to the Notes and such Guarantor's obligations pursuant to such

168

Guarantor's Guarantee, as applicable, (y) any event that causes the Subsidiary borrower or the Subsidiary or Guarantor lender to no longer be a Subsidiary (including a designation as an Unrestricted Subsidiary), shall be deemed to be a new incurrence of such Indebtedness subject to the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Stock," and (z) the Investment in the form of the loan is a "Permitted Investment" (other than pursuant to clause (c) of the definition thereof) or is otherwise not prohibited at the time of incurrence by the covenant "Limitation on Restricted Payments;"

(f)

Indebtedness solely in respect of bankers acceptances, letters of credit and performance bonds (to the extent that such incurrence does not result in the incurrence of any obligation to repay any obligation relating to borrowed money or other Indebtedness), all in the ordinary course of business in accordance with customary industry practices, in amounts and for the purposes customary in the Issuers' industry;



(g)

Interest Swap and Hedging Obligations that are incurred in the ordinary course of business for the purpose of fixing or hedging interest rate or currency risk with respect to any fixed or floating rate Indebtedness that is permitted by the Senior Subordinated Note Indenture to be outstanding or any receivable or liability the payment of which is determined by reference to a foreign currency; provided, that the notional amount of any such Interest Swap and Hedging Obligation does not exceed the principal amount of Indebtedness or other obligations to which such Interest Swap and Hedging Obligation relates;



(h)

Indebtedness incurred solely to finance the premium of the Issuers' and the Subsidiaries' general liability insurance in an aggregate principal amount at any time outstanding pursuant to this clause (h) not to exceed $1.0 million;



(i)

Indebtedness in an aggregate principal amount at any time outstanding pursuant to this clause (i) not to exceed $1.0 million, which Indebtedness is secured solely by the contracts between the Issuers and the Subsidiaries and the owners of timeshare interests in the timeshare units of the Issuers and the Subsidiaries;



(j)

Indebtedness not otherwise permitted by clauses (a) through (i) above in an aggregate principal amount (or accreted value, as applicable) at any time outstanding pursuant to this clause (j), including all Permitted Refinancing Indebtedness incurred to repay, redeem, discharge, retire, defease, refund, refinance or replace any Indebtedness incurred pursuant to this clause (j), not to exceed $1.0 million; and



(k)

Existing Indebtedness.

        "Permitted Investment" means:

(a)

any Investment in any of the Senior Subordinated Notes or the Senior Subordinated Note Guarantees;



(b)

any Investment in cash or Cash Equivalents;



(c)

intercompany notes to the extent permitted under clause (i) or (ii) of clause (e) of the definition of "Permitted Indebtedness;"



(d)

any Investment by the Issuers or any Guarantor in a Person in a Related Business if as a result of such Investment such Person becomes a Guarantor or such Person is merged with or into the Issuers or a Guarantor;



(e)

Investments in existence on the Issue Date;

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(f)

any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described under "Offers to Purchase the Senior Subordinated Notes—Limitation on Sale of Assets and Subsidiary Stock;"



(g)

credit extensions to gaming customers in the ordinary course of business, consistent with industry practice;



(h)

loans or advances to employees of the Issuers and the Subsidiaries made in the ordinary course of business in an aggregate amount not to exceed $500,000 at any one time outstanding; and



(i)

any Investment in any of the Senior Secured Notes or the Senior Secured Note Guarantees.

"Permitted Liens" means:

(a)

Liens existing on the Issue Date;



(b)

Liens imposed by governmental authorities for taxes, assessments or other charges not yet subject to penalty or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the Issuers' books in accordance with GAAP;



(c)

statutory liens of carriers, warehousemen, mechanics, materialmen, landlords, repairmen or other like Liens arising by operation of law in the ordinary course of business provided that (1) the underlying obligations are not overdue for a period of more than 30 days, or (2) such Liens are being contested in good faith and by appropriate proceedings and adequate reserves with respect thereto are maintained on the Issuers' books in accordance with GAAP;



(d)

Liens securing the performance of bids, trade contracts (other than borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;



(e)

easements, rights-of-way, zoning and similar restrictions and other similar encumbrances or title defects incurred in the ordinary course of business consistent with industry practices which, singly or in the aggregate, do not in any case materially detract from the value of the property subject thereto (as such property is used by the Issuers or any of the Subsidiaries) or interfere with the ordinary conduct of the business of the Issuers or any of the Subsidiaries;



(f)

pledges or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security legislation;



(g)

Liens securing Indebtedness of a Person existing at the time such Person becomes a Subsidiary or is merged with or into the Issuers or a Subsidiary or any Lien securing Indebtedness incurred in connection with an Acquisition, provided, that such Liens were in existence prior to the date of such acquisition, merger or consolidation, were not incurred in anticipation thereof, and do not extend to any other assets;



(h)

Liens that secure FF&E Financing, Purchase Money Indebtedness or Capitalized Lease Obligations permitted to be incurred pursuant to clause (d) of the definition of "Permitted Indebtedness;" provided such Liens do not extend to or cover any property or assets other than those being acquired, leased or developed with the proceeds of such Indebtedness;



(i)

leases or subleases granted to other Persons in the ordinary course of business not materially interfering with the conduct of the business of the Issuers or any of the Subsidiaries or materially detracting from the value of the relative assets of the Issuers or any Subsidiary;

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(j)

Liens arising from precautionary Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuers or any of the Subsidiaries in the ordinary course of business;



(k)

Liens securing Permitted Refinancing Indebtedness incurred to refinance any Indebtedness that was previously so secured in a manner no more adverse to the Holders of the Senior Subordinated Notes than the terms of the Liens securing such refinanced Indebtedness, provided that the Indebtedness secured is not increased and the Lien is not extended to any additional assets or property that would not have been security for the Indebtedness refinanced;



(l)

Liens securing Indebtedness incurred under the Credit Agreement pursuant to the Credit Facility Basket;



(m)

Liens securing the Senior Secured Notes and the Senior Secured Note Guarantees; and



(n)

Liens in favor of the Issuers or any Guarantor, which are assigned to the Trustee to secure the payment of the Senior Subordinated Notes or a Senior Subordinated Guarantee, as applicable.

        "Permitted Refinancing Indebtedness" means Indebtedness (including Disqualified Capital Stock):

(a)

issued in exchange for, or the proceeds from the issuance and sale of which are used substantially concurrently to repay, redeem, defease, refund, refinance, discharge or otherwise retire for value, in whole or in part, or



(b)

constituting an amendment, modification or supplement to, or a deferral or renewal of ((a) and (b) above are, collectively, a "Refinancing"),

any Indebtedness (including Disqualified Capital Stock) in a principal amount or, in the case of Disqualified Capital Stock, liquidation preference, not to exceed (after deduction of reasonable and customary fees and expenses incurred in connection with the Refinancing plus the amount of any premium paid in connection with such Refinancing) the lesser of (1) the principal amount or, in the case of Disqualified Capital Stock, liquidation preference, of the Indebtedness (including Disqualified Capital Stock) so Refinanced and (2) if such Indebtedness being Refinanced was issued with an original issue discount, the accreted value thereof (as determined in accordance with GAAP) at the time of such Refinancing;

provided, that:

(A)

such Permitted Refinancing Indebtedness shall only be used to refinance outstanding Indebtedness (including Disqualified Capital Stock) of such Person issuing such Permitted Refinancing Indebtedness,



(B)

such Permitted Refinancing Indebtedness shall (x) not have an Average Life shorter than the Indebtedness (including Disqualified Capital Stock) to be so refinanced at the time of such Refinancing and (y) in all respects, be no less contractually subordinated or junior, if applicable, to the rights of Holders of the Senior Subordinated Notes than was the Indebtedness (including Disqualified Capital Stock) to be refinanced,



(C)

such Permitted Refinancing Indebtedness shall have a final stated maturity or redemption date, as applicable, no earlier than the final stated maturity or redemption date, as applicable, of the Indebtedness (including Disqualified Capital Stock) to be so refinanced or, if sooner, 91 days after the Stated Maturity of the Senior Subordinated Notes, and



(D)

such Permitted Refinancing Indebtedness shall be secured (if secured) in a manner no more adverse to the Holders of the Senior Subordinated Notes than the terms of the Liens (if any) securing such refinanced Indebtedness, including, without limitation, the amount of Indebtedness secured shall not be increased.

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"Permitted Tax Distributions" in respect of an Issuer means, with respect to any taxable year or portion thereof in which such Issuer is a Flow Through Entity, the sum of: (i) the product of (a) the excess of (1) all items of taxable income or gain (other than capital gain) of such Issuer for such year or portion thereof over (2) all items of taxable deduction or loss (other than capital loss) of such Issuer for such year or portion thereof and (b) the Applicable Income Tax Rate, plus (ii) the product of (a) the net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss), if any, of such Issuer for such year or portion thereof and (b) the Applicable Capital Gain Tax Rate, plus (iii) the product of (a) the net short-term capital gain (i.e., the excess of net short-term capital gain over net long-term capital loss), if any, of such Issuer for such year or portion thereof and (b) the Applicable Income Tax Rate, minus (iv) the aggregate Tax Loss Benefit Amount for such Issuer for such year or portion thereof; provided, that in no event shall the Applicable Income Tax Rate or the Applicable Capital Gain Tax Rate exceed the greater of (i) the highest aggregate applicable effective marginal rate of United States federal, state, and local income tax to which a corporation doing business in the State of Nevada would be subject to in the relevant year of determination (as certified to the Trustee by a nationally recognized tax accounting firm) plus 5% and (ii) 60%. For purposes of calculating the amount of the Permitted Tax Distributions the items of taxable income, gain, deduction or loss (including capital gain or loss) of any Flow Through Entity of which such Issuer is treated for United States federal income tax purposes as a member (but only for periods for which such Flow Through Entity is treated as a Flow Through Entity), which items of income, gain, deduction or loss are allocated to or otherwise treated as items of income, gain, deduction or loss of such Issuer for United States federal income tax purposes, shall be included in determining the taxable income, gain, deduction or loss (including capital gain or loss) of such Issuer.

        Estimated tax distributions may be made within thirty days following March 15, May 15, August 15, and December 15 based upon an estimate of the excess of (x) the tax distributions that would be payable for the period beginning on January 1 of such year and ending on March 31, May 31, August 31, and December 31 if such period were a taxable year (computed as provided above) over (y) distributions attributable to all prior periods during such taxable year.

        The amount of the Permitted Tax Distribution for a taxable year shall be re-computed promptly after (i) the filing by such Issuer and each subsidiary of such Issuer that is treated as a Flow Through Entity of their respective annual income tax returns and (ii) a United States federal or state taxing authority finally determines that the amount of the items of taxable income, gain, deduction, or loss of such Issuer or any such subsidiary that is treated as a Flow Through Entity for such taxable year or the aggregate Tax Loss Benefit Amount carried forward to such taxable year should be adjusted (each of clauses (i) and (ii) a "Tax Calculation Event"). To the extent that the Permitted Tax Distributions previously distributed in respect of any taxable year are either greater than (a "Tax Distribution Overage") or less than (a "Tax Distribution Shortfall") the Permitted Tax Distributions with respect to such taxable year, as determined by reference to the computation of the amount of the items of income, gain, deduction, or loss of such Issuer and each such subsidiary in connection with a Tax Calculation Event, the amount of the estimated Permitted Tax Distributions that may be made on the estimated tax distribution date immediately following such Tax Calculation Event shall be reduced or increased as appropriate to the extent of the Tax Distribution Overage or the Tax Distribution Shortfall. To the extent that a Tax Distribution Overage remains after the estimated tax distribution date immediately following such Tax Calculation Event, the amount of the estimated Permitted Tax Distribution that may be made on the subsequent estimated tax distribution date shall be reduced to the extent of such Tax Distribution Overage.

        Prior to making any Permitted Tax Distributions, such Issuer shall require each Equity Holder to agree that promptly after the second estimated tax distribution date following a Tax Calculation Event, such Equity Holder shall reimburse such Issuer to the extent of its pro rata share (based on the portion

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of Permitted Tax Distributions distributed to such Equity Holder for the taxable year) of any remaining Tax Distribution Overage.

"Person" or "person" means any individual, corporation, limited liability company, joint stock company, joint venture, partnership, limited liability partnership, association, unincorporated organization, trust, governmental regulatory entity, country, state, agency or political subdivision thereof, municipality, county, parish or other entity.

        "Preferred Stock" means any Equity Interest of any class or classes of a Person (however designated) which is preferred as to payments of dividends, or as to distributions upon any liquidation or dissolution, over Equity Interests of any other class of such Person.

        "principal," when used with respect to a Senior Subordinated Note, means the accreted value of such Senior Subordinated Note as of the date of determination. "principal amount at maturity," when used with respect to a Senior Subordinated Note, means the accreted value of such Senior Subordinated Note at the Stated Maturity.

        "Pro Forma" or "pro forma" shall have the meaning set forth in Regulation S-X under the Securities Act, unless otherwise specifically stated herein.

        "Purchase Money Indebtedness" of any Person means any Indebtedness of such Person to any seller or other Person incurred solely to finance the acquisition (including in the case of a Capitalized Lease Obligation, the lease), construction, installation or improvement of any after acquired real or personal tangible property which, in the reasonable good faith judgment of the applicable Issuer's Board of Directors, is directly related to a Related Business of the Issuers or any of the Subsidiaries and which is incurred concurrently with such acquisition, construction, installation or improvement and is secured only by the assets so financed.

        "Qualified Capital Stock" means, with respect to any Person, any Capital Stock of such Person that is not Disqualified Capital Stock.

        "Qualified Equity Offering" means an underwritten public offering for cash pursuant to a registration statement filed with the SEC in accordance with the Securities Act of (a) Qualified Capital Stock of the Issuers or (b) Qualified Capital Stock of a holding company that wholly owns each of the Issuers; provided that in the case of this clause (b), such holding company contributes to the capital of the Issuers the portion of the net cash proceeds of such offering necessary to pay the aggregate redemption price, together with accrued and unpaid interest (and Liquidated Damages, if any) thereon to the Redemption Date, of the Senior Subordinated Notes to be redeemed pursuant to the provisions described in the third paragraph under "—Redemption of the Senior Subordinated Notes—Optional Redemption."

        "Qualified Exchange" means:

(1)

any legal defeasance, redemption, retirement, repurchase or other acquisition of Capital Stock, or Indebtedness of the Issuers issued on or after the Issue Date with the Net Cash Proceeds received by the Issuers from the substantially concurrent sale of its Qualified Capital Stock (other than to a Subsidiary); or



(2)

any issuance of Qualified Capital Stock of the Issuers in exchange for any Capital Stock or Indebtedness of the Issuers issued on or after the Issue Date.

"Recourse Indebtedness" means Indebtedness (a) as to which the Issuers or one of the Subsidiaries (1) provides credit support of any kind (including any undertaking, guarantee agreement or instrument that would constitute Indebtedness), (2) is directly or indirectly liable (as a guarantor or otherwise), or (3) constitutes the lender, or (b) a default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon

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notice, lapse of time or both) a holder of any other Indebtedness of the Issuers or any of the Subsidiaries (other than the Senior Subordinated Notes and Senior Subordinated Note Guarantees) to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity.

        "Reference Period" with regard to any Person means the four full fiscal quarters (or such lesser period during which such Person has been in existence) ended immediately preceding any date upon which any determination is to be made pursuant to the terms of the Senior Subordinated Notes or the Senior Subordinated Note Indenture.

        "Registration Rights Agreement" means the Registration Rights Agreement, dated as of the Issue Date, by and among the Issuers and the other parties named on the signature pages thereof, and any substantially identical registration rights agreement with respect to any Additional Senior Subordinated Notes, as such agreement may be amended, modified or supplemented from time to time.

        "Related Business" means the business conducted (or proposed to be conducted) by the Issuers and the Subsidiaries as of the Issue Date and any and all businesses that in the reasonable good faith judgment of the applicable Issuer's Board of Directors are materially related businesses.

        "Restricted Investment" means, in one or a series of related transactions, any Investment, other than a Permitted Investment.

        "Restricted Payment" means, with respect to any Person:

(a)

the declaration or payment of any dividend or other distribution in respect of Equity Interests of such Person,



(b)

any payment (except to the extent with Qualified Capital Stock) on account of the purchase, redemption or other acquisition or retirement for value of Equity Interests of such Person,



(c)

other than with the proceeds from the substantially concurrent sale of, or in exchange for, Permitted Refinancing Indebtedness any purchase, redemption, or other acquisition or retirement for value of, any payment in respect of any amendment of the terms of or any defeasance of, any Subordinated Indebtedness, directly or indirectly, by such Person or a Subsidiary of such Person prior to the scheduled maturity, any scheduled repayment of principal, or scheduled sinking fund payment, as the case may be, of such Indebtedness and



(d)

any Restricted Investment by such Person;

provided, however, that the term "Restricted Payment" does not include (1) any dividend, distribution or other payment on or with respect to Equity Interests of an issuer to the extent payable solely in shares of Qualified Capital Stock of such issuer, or (2) any dividend, distribution or other payment to the Issuers, or to any of the Guarantors, by the Issuers or any of the Subsidiaries and any Investment in any Guarantor by the Issuers or any Subsidiary.

        "Senior Debt" means, with respect to any of the Issuers or Guarantors, as applicable:

(1)

any Indebtedness outstanding under the Credit Agreement;



(2)

Indebtedness under any outstanding Senior Secured Notes and Senior Secured Note Guarantees;



(3)

any Indebtedness of such Issuer or such Guarantor, as the case may be, otherwise permitted to be incurred under the terms of the Senior Subordinated Note Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it shall not be senior in right of payment to any Indebtedness of such Issuer or such Guarantor, as the case may be; and

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(4)

all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3).

        Notwithstanding anything to the contrary in the preceding, Senior Debt will not include:

(1)

any liability for federal, state, local or other taxes owed or owing by the Issuers or the Guarantors;



(2)

any Indebtedness of the Issuers to any of the Subsidiaries or other Affiliates of the Issuers;



(3)

any trade payables; or



(4)

the portion of any Indebtedness that is incurred in violation of the Senior Subordinated Note Indenture.

        "Senior Secured Note Guarantees" means the guarantees by the Guarantors of the Issuers' obligations under the Senior Secured Notes in accordance with the Senior Secured Notes Indenture.

        "Senior Secured Note Indenture" means the indenture, dated as of the Issue Date, among the Issuers, the Guarantors and the Trustee, governing the Senior Secured Notes.

        "Senior Secured Notes" means the 9.000% Senior Secured Notes due 2012 issued by the Issuers.

        "Significant Subsidiary" shall have the meaning set forth in Regulation S-X under the Securities Act, as in effect on the Issue Date.

        "Stated Maturity," when used with respect to any Senior Subordinated Note, means January 15, 2013.

        "Subordinated Indebtedness" means any Indebtedness of the Issuers or a Guarantor that is contractually subordinated to the Senior Subordinated Notes or such Senior Subordinated Note Guarantee, as applicable, in any respect.

        "subsidiary," with respect to any Person, means (1) a corporation a majority of whose Equity Interests with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by such Person, by such Person and one or more Subsidiaries of such Person or by one or more Subsidiaries of such Person, and (2) any other Person (other than a corporation) in which such Person, one or more Subsidiaries of such Person, or such Person and one or more Subsidiaries of such Person, directly or indirectly, at the date of determination thereof has a majority ownership interest, or (3) a partnership in which such Person or a Subsidiary of such Person is, at the time, a general partner and in which such Person, directly or indirectly, at the date of determination thereof has a majority ownership interest. Unless the context requires otherwise, "subsidiary," with respect to any Person, means each direct and indirect subsidiary of such Person.

        "Subsidiary" means any subsidiary of any of the Issuers that is not an Unrestricted Subsidiary.

        "Tax Loss Benefit Amount" means with respect to any taxable year or portion thereof, the amount by which the Permitted Tax Distributions would be reduced were a net operating loss or net capital loss from a prior taxable year of an Issuer ending subsequent to the Issue Date carried forward to the applicable taxable year or portion thereof; provided, that for such purpose the amount of any such net operating loss or net capital loss shall be used only once and in each case the unused portion of such loss shall be carried forward to the next succeeding taxable year until so used. For purposes of calculating the Tax Loss Benefit Amount, the proportionate part of the items of taxable income, gain, deduction, or loss (including capital gain or loss) of any Subsidiary that is a Flow Through Entity for a taxable year or portion thereof of such Subsidiary ending subsequent to the Issue Date shall be included in determining the amount of net operating loss or net capital loss of such Issuer.

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        "Unrestricted Subsidiary" means:

(1)

any subsidiary of the Issuers that, at or prior to the time of determination, shall have been designated by the applicable Issuer's Board of Directors as an Unrestricted Subsidiary; provided, that such subsidiary at the time of such designation (a) has no Recourse Indebtedness; (b) is not party to any agreement, contract, arrangement or understanding with the Issuers or any Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Issuers or such Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuers; (c) is a Person with respect to which neither the Issuers nor any of the Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Equity Interests or (y) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; and (d) does not directly, indirectly or beneficially own any Equity Interests of, or Subordinated Indebtedness of, or own or hold any Lien on any property of, the Issuers or any other Subsidiary, and



(2)

any subsidiary of an Unrestricted Subsidiary.

        Any Issuer's Board of Directors may designate any Unrestricted Subsidiary to be a Subsidiary, provided, that (1) no Default or Event of Default is existing or will occur as a consequence thereof and (2) immediately after giving effect to such designation, on a pro forma basis, the Issuers could incur at least $1.00 of Indebtedness pursuant to the Debt Incurrence Ratio of the covenant "—Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock." Each such designation shall be evidenced by filing with the Trustee a certified copy of the resolution giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing conditions.

        "U.S. Government Obligations" means direct non-callable obligations of, or noncallable obligations guaranteed by, the United States of America for the payment of which obligation or guarantee the full faith and credit of the United States of America is pledged.

        "Voting Equity Interests" means Equity Interests which at the time are entitled to vote in the election of, as applicable, directors, members or partners generally.

        "Wholly Owned Subsidiary" means a Subsidiary all the Equity Interests of which (other than directors' qualifying shares) are owned by the Issuers or one or more Wholly Owned Subsidiaries or a combination thereof.

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BOOK-ENTRY PROCEDURES, DELIVERY, FORM, TRANSFER AND EXCHANGE

Global Notes

        The old notes were offered and sold only (1) to "qualified institutional buyers" as defined in Rule 144A under the Securities Act, (2) to institutional "accredited investors" within the meaning of Rule 501(a)(1), (2), (3) or (7) of the Securities Act who have delivered to the Issuers a letter in the form attached as Annex A hereto, and (3) to persons outside the United States in reliance on Regulation S under the Securities Act.

        The old notes sold to qualified institutional buyers and accredited investors are currently represented by one or more registered global notes without interest coupons (collectively, the "U.S. Global Notes"). The U.S. Global Notes have been deposited with the Trustee, as custodian for The Depository Trust Company ("DTC"), in New York, New York, and registered in the name of DTC or its nominee for credit to the accounts of DTC's Participants (as defined below).

        The old notes offered and sold to persons outside the United States in reliance on Regulation S, are currently represented by one or more temporary, registered global notes without interest coupons (collectively, the "Reg S Temporary Global Notes"). The Reg S Temporary Global Notes have been deposited with the Trustee, as custodian for DTC, in New York, New York, and registered in the name of a nominee of DTC for credit to the accounts of Indirect Participants (as defined below) participating in DTC through the Euroclear System ("Euroclear") or Clearstream Banking, Société Anonyme, Luxembourg ("Clearstream"). Within a reasonable time after the expiration of the 40-day period commencing on the day after the later of the offering date and the Closing Date, as applicable, of the Notes (the "40-Day Restricted Period"), the Reg S Temporary Global Notes will be exchanged for one or more permanent global notes (collectively, the "Reg S Permanent Global Notes," and collectively with the Reg S Temporary Global Notes, the "Reg S Global Notes" and, together with the U.S. Global Notes, the "Global Notes") upon delivery to DTC of certification of compliance with the transfer restrictions applicable to the Notes and pursuant to Regulation S as provided in the applicable Indenture. After the 40-Day Restricted Period, (i) beneficial interests in the Reg S Permanent Global Notes may be transferred to a person that takes delivery in the form of an interest in the U.S. Global Notes, and (ii) beneficial interests in the U.S. Global Notes may be transferred to a person that takes delivery in the form of an interest in the Reg S Permanent Global Notes, provided, in each case, that the certification requirements described below are complied with. See "Transfers of Interests in One Global Note for Interests in Another Global Note."

        Beneficial interests in all Global Notes and all Certificated Notes (as defined below), if any, are subject to certain restrictions on transfer, and the Global Notes and the Certificated Notes bear a restrictive legend as described under "Notice to Investors." In addition, transfer of beneficial interests in any Global Notes is subject to the applicable rules and procedures of DTC and its Participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

        The Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee in certain limited circumstances. Beneficial interests in the Global Notes may not be exchanged for Certificated Notes except in certain limited circumstances. See "Exchange of Interests in Global Notes for Certificated Notes."

        Initially, the Trustee will act as Paying Agent and Registrar. The Issuers may change the Paying Agent or Registrar without prior notice to the Holders, and the Issuers or any of the Subsidiaries may act as Paying Agent or Registrar. The notes may be presented for registration of transfer and exchange at the offices of the Registrar.

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Certain Book-Entry Procedures

        The description of the operations and procedures of DTC, Euroclear and Clearstream contained in this prospectus is provided solely as a matter of convenience. These operations and procedures are solely within their control and are subject to change by them from time to time. The Issuers take no responsibility for these operations and procedures and urge you to contact DTC or its Participants (including, if applicable, Euroclear and Clearstream) directly to discuss these matters.

        DTC has advised the Issuers as follows: DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities for its participating organizations (collectively, the "Direct Participants") and facilitates the clearance and settlement of transactions in those securities between Direct Participants through electronic book-entry changes in accounts of Direct Participants. The Direct Participants include securities brokers and dealers (including the initial purchaser), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other Persons that clear through or maintain a direct or indirect custodial relationship with a Direct Participant (collectively, the "Indirect Participants" and, together with the Direct Participants, the "Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants.

        DTC has advised the Issuers that, pursuant to DTC's procedures, (i) upon deposit of the Global Notes, DTC will credit the account of each Direct Participant designated by the initial purchaser with the portion of the principal amount at maturity of each Global Note that has been allocated to such Direct Participant by the initial purchaser, and (ii) DTC will maintain records of the ownership interests of such Direct Participants in each Global Note and the transfer of ownership interests by and between Direct Participants. DTC will not maintain records of the ownership interests of, or the transfer of ownership interests by and between, Indirect Participants or other owners of beneficial interests in the Global Notes. Direct Participants and Indirect Participants must maintain their own records of the ownership interests of, and the transfer of ownership interests by and between, Indirect Participants and other owners of beneficial interests in the Global Notes.

        You may hold your interests in U.S. Global Notes directly through DTC if you are a Direct Participant in DTC or indirectly through organizations that are Direct Participants in DTC. You may hold your interests in Reg S Temporary Global Notes directly through Euroclear or Clearstream or indirectly through organizations that are participants in Euroclear or Clearstream. After the expiration of the 40-Day Restricted Period (but not earlier), you may also hold interests in Reg S Permanent Global Notes through organizations other than Euroclear and Clearstream that are Direct Participants in the DTC system. Morgan Guaranty Trust Company of New York, through its Brussels office, is the operator and depository of Euroclear and Citibank, N.A. is the operator and depository of Clearstream (each a "Nominee" of Euroclear and Clearstream, respectively). Therefore, they will each be recorded on DTC's records as the holders of all ownership interests held by them on behalf of Euroclear and Clearstream, respectively. Euroclear and Clearstream must maintain in their own records the ownership interests, and transfers of ownership interests by and between, their own customers' securities accounts. DTC will not maintain such records. All ownership interests in any Global Notes, including those of customers' securities accounts held through Euroclear or Clearstream, will be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems.

        The laws of some states in the United States require that certain persons take physical delivery in definitive, certificated form of securities that they own. This may limit or curtail your ability to transfer your beneficial interest in a Global Note to such persons. Because DTC can act only on behalf of Direct Participants, which in turn act on behalf of Indirect Participants and others, your ability to

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pledge your beneficial interest in a Global Note to Persons that are not Direct Participants in DTC, or to otherwise take action in respect of such interest, may be affected by the lack of a physical certificate evidencing such interest. For certain other restrictions on the transferability of the Notes, see "Exchange of Interests in Global Notes for Certificated Notes."

As long as DTC, or its nominee, is the registered holder of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner and holder of the Notes represented by such Global Note for all purposes under the applicable Indenture and the Notes. Except in the limited circumstances described under "Exchange of Interests in Global Notes for Certificated Notes," you will not be entitled to have any portion of a Global Note registered in your name, will not be entitled to receive physical delivery of Notes in certificated form and will not be considered the registered owners or holder of a Global Note (or any Note represented thereby) under the applicable Indenture or the Notes for any purpose.

        Under the terms of the applicable Indenture, the Issuers, the Guarantors and the Trustee will treat the persons in whose names the Notes are registered (including Notes represented by Global Notes) as the owners thereof for the purpose of receiving payments and for any and all other purposes whatsoever. Payments in respect of the principal of and premium, if any, and interest (and Liquidated Damages, if any) on Global Notes registered in the name of DTC or its nominee will be payable by the Trustee to DTC or its nominee as the registered holder under the applicable Indenture. Consequently, none of the Issuers, the Trustee or any agent of the Issuers or the Trustee has or will have any responsibility or liability for (i) any aspect of DTC's records or any Participant's records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any of DTC's records or any Participant's records relating to the beneficial ownership interests in any Global Note or (ii) any other matter relating to the actions and practices of DTC or any of its Participants.

        DTC has advised the Issuers that its current payment practice (for payments of principal, premium, interest, Liquidated Damages and the like) with respect to securities such as the Notes is to credit the accounts of the relevant Direct Participants with such payment on the payment date in amounts proportionate to such Direct Participant's respective ownership interest in the Global Notes as shown on DTC's records. Payments by Direct Participants and Indirect Participants to the beneficial owners of the Notes will be governed by standing instructions and customary practices between them and will not be the responsibility of DTC, the Trustee, the Issuers or the Guarantors. None of the Issuers, the Guarantors or the Trustee will be liable for any delay by DTC or its Direct Participants or Indirect Participants in identifying the beneficial owners of the Notes, and the Issuers and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee as the registered owner of the Notes for all purposes.

        Interests in the Global Notes will trade in DTC's Same-Day Funds Settlement System and, therefore, transfers between Direct Participants in DTC will be effected in accordance with DTC's procedures, and will be settled in immediately available funds. Transfers between Indirect Participants (other than Indirect Participants who hold an interest in the Notes through Euroclear or Clearstream) who hold an interest through a Direct Participant will be effected in accordance with the procedures of such Direct Participant. Transfers between and among Indirect Participants who hold interests in the Notes through Euroclear and Clearstream will be effected in the ordinary way in accordance with their respective rules and operating procedures.

        Subject to compliance with the transfer restrictions applicable to the Notes described herein, cross-market transfers between Direct Participants in DTC, on the one hand, and Indirect Participants who hold interests in the Notes through Euroclear or Clearstream, on the other hand, will be effected by Euroclear's or Clearstream's respective Nominee through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream; however, delivery of instructions relating to cross-market

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transactions must be made directly to Euroclear or Clearstream, as the case may be, by the counterparty in accordance with the rules and procedures of Euroclear or Clearstream and within their established deadlines (Brussels time for Euroclear and U.K. time for Clearstream). Indirect Participants who hold interests in the Notes through Euroclear and Clearstream may not deliver instructions directly to Euroclear's or Clearstream's Nominee. Euroclear or Clearstream will, if the transaction meets its settlement requirements, deliver instructions to its respective Nominee to deliver or receive interests on Euroclear's or Clearstream's behalf in the relevant Global Note in DTC, and make or receive payment in accordance with normal procedures for same-day fund settlement applicable to DTC.

        Because of time zone differences, the securities accounts of an Indirect Participant that holds an interest in the Notes through Euroclear or Clearstream purchasing an interest in a Global Note from a Direct Participant in DTC will be credited, and any such crediting will be reported to Euroclear or Clearstream, during the European business day immediately following the settlement date of DTC in New York. Although recorded in DTC's accounting records as of DTC's settlement date in New York, Euroclear and Clearstream customers will not have access to the cash amount credited to their accounts as a result of a sale of an interest in a Reg S Global Note to a DTC Participant until the European business day for Euroclear or Clearstream immediately following DTC's settlement date.

        DTC has advised the Issuers that it will take any action permitted to be taken by a Holder of Notes (including the presentation of Notes for exchange as described above) only at the direction of one or more Direct Participants to whose account interests in the Global Notes are credited and only in respect of such portion of the aggregate principal amount at maturity of the Notes to which such Direct Participant or Direct Participants has or have given direction. However, if there is an Event of Default under the Notes, DTC reserves the right to exchange Global Notes (without the direction of one or more of its Direct Participants) for legended Notes in certificated form, and to distribute such certificated forms of Notes to its Direct Participants. See "Exchange of Interests in Global Notes for Certificated Notes."

        Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among Direct Participants, they are under no obligation to perform or to continue to perform such procedures, and such procedures may be discontinued at any time. None of the Issuers, the Guarantors, the initial purchaser or the Trustee shall have any responsibility for the performance by DTC, Euroclear or Clearstream or any of their respective Participants of their respective obligations under the rules and procedures governing any of their operations.

        The information in this section concerning DTC, Euroclear and Clearstream and their book-entry systems has been obtained from sources that the Issuers believe to be reliable, but the Issuers take no responsibility for the accuracy thereof.

Reg S Temporary and Reg S Permanent Global Notes

        An Indirect Participant who holds an interest in the Reg S Temporary Global Notes through Euroclear or Clearstream must provide Euroclear or Clearstream, as the case may be, with a certificate in the form required by the applicable Indenture certifying that such Indirect Participant is either not a U.S. Person (as defined below) or has purchased such interest in a transaction that is exempt from the registration requirements of the Securities Act, and Euroclear or Clearstream, as the case may be, must provide to the Trustee (or the Paying Agent, if other than the Trustee) a certificate in the form required by the applicable Indenture, prior to any exchange of such beneficial interests for beneficial interests in Reg S Permanent Global Notes.

        "U.S. Person" means (i) any natural person resident in the United States, (ii) any partnership or corporation organized or incorporated under the laws of the United States, (iii) any estate of which an

180

executor or administrator is a U.S. Person (other than an estate governed by foreign law and of which at least one executor or administrator is a non-U.S. Person who has sole or shared investment discretion with respect to its assets), (iv) any trust of which any trustee is a U.S. Person (other than a trust of which at least one trustee is a non-U.S. Person who has sole or shared investment discretion with respect to its assets and no beneficiary of the trust (and no settlor, if the trust is revocable) is a U.S. Person), (v) any agency or branch of a foreign entity located in the United States, (vi) any non-discretionary or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person, (vii) any discretionary or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States (other than such an account held for the benefit or account of a non-U.S. Person) or (viii) any partnership or corporation organized or incorporated under the laws of a foreign jurisdiction and formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act (unless it is organized or incorporated and owned by "accredited investors" within the meaning of Rule 501(a) under the Securities Act who are not natural persons, estates or trusts); provided, however, that the term "U.S. Person" shall not include (A) a branch or agency of a U.S. Person that is located and operating outside the United States for valid business purposes as a locally regulated branch or agency engaged in the banking or insurance business, (B) any employee benefit plan established and administered in accordance with the law, customary practices and documentation of a foreign country and (C) the international organizations set forth in Section 902(k)(vi) of Regulation S under the Securities Act and any other similar international organizations, and their agencies, affiliates and pension plans.

Exchange of Interests in One Global Note for Interests in Another Global Note

        Prior to the expiration of the 40-Day Restricted Period, an Indirect Participant who holds an interest in the Reg S Temporary Global Note through Euroclear or Clearstream will not be permitted to transfer its interest to a U.S. Person who takes delivery in the form of an interest in U.S. Global Notes. After the expiration of the 40-Day Restricted Period, an Indirect Participant who holds an interest in Reg S Permanent Global Notes will be permitted to transfer its interest to a U.S. Person who takes delivery in the form of an interest in U.S. Global Notes only upon receipt by the Trustee of a written certification from the transferor to the effect that such transfer is being made in accordance with the restrictions on transfer set forth under "Notice to Investors" and as set forth in the legend printed on the Reg S Permanent Global Notes.

        A Direct or Indirect Participant who holds an interest in U.S. Global Notes may transfer its interests to a person who takes delivery in the form of an interest in Reg S Permanent Global Notes only upon receipt by the Trustee of a written certification from the transferor to the effect that such transfer is being made in accordance with Rule 904 of Regulation S and that, if such transfer occurs prior to the expiration of the 40-Day Restricted Period, the interest transferred will be held immediately thereafter through Euroclear or Clearstream.

        Transfers involving an exchange of a beneficial interest in Reg S Global Notes for a beneficial interest in U.S. Global Notes or vice versa will be effected by DTC by means of an instruction originated by the Trustee through DTC's Deposit/Withdrawal at Custodian (DWAC) system. Accordingly, in connection with such transfer, appropriate adjustments will be made to reflect a decrease in the principal amount at maturity of one Global Note and a corresponding increase in the principal amount at maturity of another Global Note, as applicable. Any beneficial interest in a Global Note that is transferred to a person who takes delivery in the form of another Global Note will, upon transfer, cease to be an interest in such first Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.

181

Exchange of Interests in Global Notes for Certificated Notes

        You may not exchange your beneficial interest in a Global Note for a definitive Note in registered, certificated form without interest coupons (a "Certificated Note") except as set forth below.

        An entire Global Note may be exchanged for Certificated Notes if:

•

DTC (a) notifies the Issuers that it is unwilling or unable to continue as depositary for the Global Notes, or (b) has ceased to be a clearing agency registered under the Exchange Act, and in either case the Issuers fail to appoint a successor depositary within 90 days of such notice;



•

the Issuers, at the Issuers' option, notify the Trustee in writing that the Issuers are electing to issue Certificated Notes; or



•

there shall have occurred and be continuing a Default or an Event of Default with respect to the Notes.

        In any such case, the Issuers will notify the Trustee in writing that, upon surrender by the Participants of their interests in such Global Note, Certificated Notes will be issued to each person that such Participants and DTC identify as being a beneficial owner of the related Notes.

        In addition, beneficial interests in Global Notes held by any Participant may be exchanged for Certificated Notes upon request by such Direct Participant (for itself or on behalf of an Indirect Participant) to DTC or to the Trustee in accordance with customary DTC procedures. Certificated Notes delivered in exchange for any beneficial interest in any Global Note will be registered in the names, and issued in any approved denominations, requested by DTC on behalf of such Participants (in accordance with DTC's customary procedures). In no event will Reg S Temporary Global Notes be exchanged for Certificated Notes prior to the expiration of the 40-Day Restricted Period and receipt by the registrar of any certificates required pursuant to Regulation S.

        In all cases described herein, such Certificated Notes will bear the restrictive legend referred to in "Notice to Investors," unless the Issuers determine otherwise in compliance with applicable law. Any such exchange of beneficial interests in a Global Note for Certificated Notes will be effected through the DWAC system and an appropriate adjustment will be made to the records of the registrar to reflect a decrease in the principal amount at maturity of the Global Note.

        None of the Issuers, the Guarantors or the Trustee will be liable for any delay by the holder of any Global Note or DTC in identifying the beneficial owners of Notes, and the Issuers and the Trustee may conclusively rely on, and will be protected in relying on, instructions from the holder of the Global Note or DTC for all purposes.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

        The following is a summary of the material United States federal income tax consequences relating to the purchase, ownership, and disposition of the notes by an initial purchaser of the notes that purchases the notes at the price indicated on the cover of this prospectus. This summary is based upon existing United States federal income tax law, which is subject to differing interpretations or change, possibly with retroactive effect. This summary does not discuss all aspects of United States federal income taxation which may be important to particular investors in light of their individual investment circumstances, such as notes held by investors subject to special tax rules (e.g., financial institutions, insurance companies, broker-dealers, partnerships and their partners, controlled foreign corporations, and tax-exempt organizations (including private foundations)) or to persons that will hold the notes as part of a straddle, hedge, conversion, constructive sale, or other integrated security transaction for United States federal income tax purposes, all of whom may be subject to tax rules that differ significantly from those summarized below. In addition, this summary does not discuss any (i) United States federal income tax consequences to a Non-U.S. Holder (as defined below) that (A) is engaged in

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the conduct of a United States trade or business, (B) is a nonresident alien individual and such holder is present in the United States for 183 or more days during the taxable year, or (C) is a corporation which operates through a United States branch, and (ii) state, local, or non-United States tax considerations. This summary assumes that an investor will hold the notes as "capital assets" (generally, property held for investment) under the Internal Revenue Code of 1986, as amended (the "Code"). Each prospective investor is urged to consult its tax advisor regarding the United States federal, state, local, and non-United States income and other tax considerations of the purchase, ownership, and disposition of the notes.

        For the purposes of this summary, a "U.S. Holder" is a beneficial owner of a note that is, for United States federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation, partnership, or other entity created in, or organized under the law of, the United States or any State or political subdivision thereof, (iii) an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (B) that was in existence on August 20, 1996, was treated as a United States person on the previous day, and elected to continue to be so treated. A beneficial owner of a note that is not a U.S. Holder is referred to herein as a "Non-U.S. Holder."

        THIS SUMMARY OF CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY AND IT NOT TAX ADVICE. YOU ARE URGED AND SHOULD CONSULT YOUR TAX ADVISORS AS TO YOUR PARTICULAR SITUATION AS WELL AS ANY TAX CONSEQUENCES OF THE EXCHANGE OF OLD NOTES FOR NEW NOTES, AND OF THE OWNERSHIP AND DISPOSITION OF THE NOTES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, OR FOREIGN TAX LAW.

Exchange of Old Notes Pursuant to the Exchange Offer

        The exchange of old notes for new notes pursuant to the exchange offer will not be a taxable event for United States federal income tax purposes. You will not recognize gain or loss upon the receipt of the new notes. If you are not exempt from United States federal income tax, you will be subject to such tax on the same amount, in the same manner and at the same time as you would have been as a result of the holding the old notes. If you are a cash-basis holder who is exchanging old notes for new notes, you will not recognize in income any accrued and unpaid interest on the old notes by reason of the exchange. The basis and holding period of the new notes will be the same as the basis and holding period of the corresponding old notes.

U.S. Holders

Interest Income

        Senior Secured Notes.    Payments of interest on the Senior Secured Notes will be subject to tax as ordinary income when received or accrued, in accordance with the U.S. Holder's method of tax accounting.

        Senior Subordinated Notes.    The Senior Subordinated Notes will be issued with original issue discount, for United States federal income tax purposes, in an amount equal to the excess of the sum of the principal amount at maturity plus all payments of stated interest due on the Senior Subordinated Notes, over the initial issue price of the Senior Subordinated Notes. Accordingly, a U.S. Holder will be required to include original issue discount in ordinary income over the period that they hold the Senior Subordinated Notes in advance of the receipt of cash attributable thereto. Any amount of discount

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included in income will increase the U.S. Holder's tax basis in the Senior Subordinated Notes. Payments of stated interest on the Senior Subordinated Notes will not be subject to tax.

Sale, Exchange, Retirement, or Other Disposition

        A U.S. Holder will generally recognize capital gain or loss upon the sale, exchange, redemption, or other disposition of the Notes in an amount equal to the difference between the amount realized on the disposition, other than any amount attributable to accrued but unpaid interest, and the U.S. Holder's adjusted tax basis in the Notes. Any such gain or loss will be long-term if the notes have been held for more than one year. The claim of a deduction in respect of a capital loss, for United States federal income tax purposes, is subject to limitations.

Non-U.S. Holders

Interest Income

        Payments of interest on the notes, including original issue discount on the Senior Subordinated Notes, made to a Non-U.S. Holder will not be subject to United States federal income or withholding tax provided that (i) such holder does not actually or constructively own 10% or more of (A) the total combined voting power of all classes of stock of Virgin River Casino Corporation or B & B B, Inc. entitled to vote or (B) the capital or profits interest in RBG, LLC and (ii) the requirements of section 871(h) or 881(c) of the Code are satisfied as described below under the heading "Owner's Statement Requirement."

Sale, Exchange, Retirement, or Other Disposition

        A Non-U.S. Holder generally will not be subject to United States federal income tax on gain recognized on a sale, exchange, redemption, or other disposition of the notes.

Owner's Statement Requirement

        In order to avoid withholding tax on interest under section 871(h) or 881(c) of the Code, either the beneficial owner of the notes or a securities clearing organization, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business (a "Financial Institution") and that holds the notes on behalf of such owner must file a statement with us or our agent to the effect that the beneficial owner is not a United States person. This requirement will be satisfied if we or our agent receives (i) a statement (an "Owner's Statement") from the beneficial owner of the notes in which such owner certifies, under penalties of perjury, that such owner is not a United States person and provides such owner's name and address, and if applicable, information with respect to tax treaty benefits, on an Internal Revenue Service Form W-8BEN (or suitable substitute form) or (ii) a statement from the Financial Institution holding the notes on behalf of the beneficial owner in which the Financial Institution certifies, under penalties of perjury, that it has received the Owner's Statement, together with a copy of the Owner's Statement. The beneficial owner must inform us or our agent (or, in the case of a statement described in clause (ii) of the immediately preceding sentence, the Financial Institution) within 30 days of any change in information on the Owner's Statement.

Backup Withholding and Information Reporting

        United States federal income tax law provides that backup withholding tax will not apply to payments made by us or our agent on the notes to a Non-U.S. Holder if an Owner's Statement or similar documentation is received or an exemption has otherwise been established, provided that we or our agent does not know or have reason to know that the payee is a United States person. If the notes are held by a Non-U.S. Holder through a non-United States related broker or financial institution,

184

backup withholding and information reporting would not generally be required. Information reporting may apply if the Notes are held by a Non-U.S. Holder through a United States or United States related broker or financial institution and, in such case, if the Non-U.S. Holder fails to provide an Owner's Statement or other appropriate evidence of non-United States status, backup withholding may apply.

        Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a Non-U.S. Holder may be refunded or credited against the Non-U.S. Holder's United States federal income tax liability, if any, if the Non-U.S. Holder provides, on a timely basis, the required information to the United States Internal Revenue Service.

185

PLAN OF DISTRIBUTION

        Each broker-dealer that receives new notes for its own accounts as a result of market-making activities or other trading activities in connection with the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of new notes. This prospectus, as it may be amended or supplemented, may be used by a broker-dealer in connection with resales of new notes received in exchange of old notes where such old notes were acquired as a result of market-making activities or other trading activities. Until                             , 2005 (90 days after the date of this prospectus), all dealers effecting transactions in the new notes may be required to deliver a prospectus.

        We will receive no proceeds in connection with the exchange offer or any sale of new notes by broker-dealers.

        New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to prevailing market prices or at negotiated prices. Any such resale maybe made directly to purchasers or to or through brokers or dealers that may receive compensation in the form of commissions or concessions from the broker-dealers or the purchasers of any new notes. Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of new notes may be deemed to be an "underwriter" within the meaning of the Securities Act, and any profit on any resale of new notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver, and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. See "The Exchange Offer—Resales of the New Notes" for additional information on the resales of the new notes.

LEGAL MATTERS

        Certain legal matters with regard to the validity of the notes will be passed upon for us by Kummer Kaempfer Bonner & Renshaw, Las Vegas, Nevada.

EXPERTS

        The combined financial statements of B&BB, Inc., Virgin River Casino Corporation, CasaBlanca Resorts, LLC and RBG, LLC as of December 31, 2002 and 2003 and for the years then ended, appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

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INDEX TO COMBINED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-2
Combined Financial Statements
Combined Balance Sheets December 31, 2002 and 2003 and September 30, 2004 (unaudited)	F-3
Combined Statements of Income and Comprehensive Income For the years ended December 2001, 2002 and 2003 and the nine months ended September 30, 2003 and 2004 (unaudited)	F-4
Combined Statements of Cash Flows For the years ended December 2001, 2002 and 2003 and the nine months ended September 30, 2003 and 2004 (unaudited)	F-5
Combined Statements of Retained Earnings and Accumulated Other Comprehensive Loss For the years ended December 2001, 2002 and 2003 and the nine months ended September 30, 2003 and 2004 (unaudited)	F-6
Notes to Combined Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Owners of
B&BB, Inc. (dba Virgin River Hotel/Casino/Bingo),
Virgin River Casino Corporation, and the Members of
CasaBlanca Resorts, LLC (dba Oasis Resort & Casino) and
RBG, LLC (dba CasaBlanca Resort/Casino/Golf/Spa):

        We have audited the accompanying combined balance sheets of B&BB, Inc. (dba Virgin River Hotel/Casino/Bingo), Virgin River Casino Corporation, CasaBlanca Resorts, LLC (dba Oasis Resort & Casino) and RBG, LLC (dba CasaBlanca Resort/Casino/Golf/Spa) (collectively, the "Companies"), as of December 31, 2002 and 2003, and the related combined statements of income, retained earnings and accumulated comprehensive loss, and cash flows for the years then ended. These financial statements are the responsibility of the Companies' management. Our responsibility is to express an opinion on these financial statements based on our audits. The financial statements of the Companies for the year ended December 31, 2001 were audited by other auditors who have ceased operations and whose report dated April 30, 2002 expressed an unqualified opinion on those statements.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        Since the date of completion of our audit of the accompanying financial statements and initial issuance or our report thereon dated April 23, 2004, except for Note 4, as to which the date is July 6, 2004, which report contained an explanatory paragraph regarding the Companies' ability to continue as a going concern, the Companies, as discussed in Notes 1 and 5, have renegotiated the Credit Agreement with the Bank Group which cured all past covenant violations and extended the maturity date to June 2006. Therefore, the conditions that raised substantial doubt about whether the Companies will continue as a going concern no longer exist.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the combined financial position of the Companies at December 31, 2002 and 2003, and the combined results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

	/s/ Ernst & Young LLP
Las Vegas, Nevada April 23, 2004, except for Notes 1 and 5, as to which the date is November 24, 2004

F-2

B & B B, Inc. (doing business as Virgin River Hotel/Casino/Bingo),
Virgin River Casino Corporation, CasaBlanca Resorts, LLC
(doing business as Oasis Resort & Casino) and
RBG, LLC (doing business as CasaBlanca Resort/Casino/Golf/Spa)

Combined Balance Sheets

December 31, 2002 and 2003 and September 30, 2004 (unaudited)

(in thousands)

		December 31,						September 30,			ProForma September 30,
		2002			2003			2004			2004
								(unaudited)
Assets
Current assets:
	Cash and cash equivalents	$	9,012		$	10,112		$	10,637		$	10,637
	Accounts receivable, net of allowance of $319, $412, and $504 (unaudited) respectively		2,089			1,657			1,177			1,177
	Inventories		1,955			2,008			1,878			1,878
	Property held for vacation interval sales		1,342			1,187			839			839
	Prepaid expenses		3,144			3,951			4,641			4,641
	Current portion of notes receivable		425			448			432			432
Total current assets			17,967			19,363			19,604			19,604
Property and equipment, net			102,572			99,258			96,202			96,202
Notes receivable, less current portion			2,551			2,690			2,586			2,586
Other assets			2,011			1,274			823			823
Total assets		$	125,101		$	122,585		$	119,215		$	119,215
Liabilities and Stockholders' Equity
Current liabilities:
	Current portion of long-term debt	$	4,208		$	11,028		$	1,663		$	1,663
	Current portion of obligation under capital lease		25			29			32			32
	Bank overdraft		989			1,264			—			—
	Accounts payable		4,960			4,795			4,976			4,976
	Accrued liabilities		8,710			11,345			11,777			11,777
Total current liabilities			18,892			28,461			18,448			18,448
Long-term debt, less current portion			77,707			66,665			64,928			152,321
Fair value of interest rate swaps			5,320			5,318			2,634			2,634
Shareholder note payable			—			—			2,000			—
Obligations under capital lease, less current portion			7,434			7,400			7,376			7,376
Commitments and contingencies
Minority interest			1,167			333			1,921			288
Stockholders' equity:
	Common stock, no par value; authorized 2,500 shares, 100 shares issued and 88 shares outstanding		—			—			—			—
	Additional paid-in capital		8,343			9,654			9,681			(74,079	)
	Retained earnings		12,258			10,772			18,245			18,245
	Treasury stock, at cost		(700	)		(700	)		(700	)		(700	)
	Accumulated comprehensive loss		(5,320	)		(5,318	)		(5,318	)		(5,318	)
Total stockholders' equity			14,581			14,408			21,908			(61,852	)
Total liabilities and stockholders' equity		$	125,101		$	122,585		$	119,215		$	119,215

The accompanying notes are an integral part of these combined financial statements.

F-3

B & B B, Inc. (doing business as Virgin River Hotel/Casino/Bingo),
Virgin River Casino Corporation, CasaBlanca Resorts, LLC
(doing business as Oasis Resort & Casino) and
RBG, LLC (doing business as CasaBlanca Resort/Casino/Golf/Spa)

Combined Statements of Income and Comprehensive Income

Years Ended December 31, 2001, 2002 and 2003 and
Nine Months Ended September 30, 2003, and 2004 (unaudited)

(in thousands)

		December 31,									September 30,
		2001			2002			2003			2003			2004
											(unaudited)
Revenues
	Casino	$	67,933		$	82,755		$	83,345		$	63,451		$	68,648
	Food and beverage		29,375			36,891			38,781			29,345			31,589
	Hotel		18,057			24,035			25,436			19,495			20,364
	Other		17,778			20,255			21,993			17,204			17,874
Total revenues			133,143			163,936			169,555			129,495			138,475
	Less—Promotional allowances		(14,796	)		(20,616	)		(23,994	)		(17,979	)		(18,236	)
Net revenues			118,347			143,320			145,561			111,516			120,239
Operating Expenses
	Casino		37,483			39,591			41,289			30,755			31,913
	Food and beverage		20,703			25,000			24,908			18,707			19,502
	Hotel		7,509			9,107			9,590			7,355			7,767
	Other		11,505			13,980			14,828			11,419			12,082
	General and administrative		27,064			36,574			36,569			26,708			29,943
	Depreciation and amortization		6,737			8,729			8,792			6,600			6,416
	Loss (gain) on sale of assets		171			607			188			191			(50	)
Total operating expenses			111,172			133,588			136,164			101,735			107,573
Operating income			7,175			9,732			9,397			9,781			12,666
Other income (expense)
	Change in fair value of interest rate swaps		—			—			—			—			2,683
	Loss on early retirement of debt		(252	)		—			—			—			—
	Interest expense		(5,583	)		(8,500	)		(7,853	)		(5,867	)		(5,410	)
Income before minority interest			1,340			1,232			1,544			3,914			9,939
Minority interest in RBG, LLC and Casablanca Resorts, LLC			2,024			1,956			834			(193	)		(1,588	)
Net income			3,364			3,188			2,378			3,721			8,351
Change in fair value of interest rate swaps			(2,478	)		(2,842	)		2			845			—
Total comprehensive income		$	886		$	346		$	2,380		$	4,566		$	8,351

The accompanying notes are an integral part of these combined financial statements.

F-4

B&BB, Inc. (doing business as Virgin River Hotel/Casino/Bingo),
Virgin River Casino Corporation, CasaBlanca Resorts, LLC
(doing business as Oasis Resort & Casino) and
RBG, LLC (doing business as CasaBlanca Resort/Casino/Golf/Spa)

Combined Statements of Cash Flows

Years Ended December 31, 2001, 2002 and 2003 and
Nine Months Ended September 30, 2003 and 2004 (unaudited)

(in thousands)

			December 31,									September 30,
			2001			2002			2003			2003			2004
												(unaudited)
Cash flows from operating activities
	Net income		$	3,364		$	3,188		$	2,378		$	3,721		$	8,351
	Adjustments to reconcile net income to net cash provided by operating activities
		Depreciation and amortization		6,737			8,729			8,792			6,600			6,416
		Minority interest in loss from RBG, LLC and Casablanca Resorts, LLC		(2,024	)		(1,956	)		(834	)		193			1,588
		Change in fair value of interest rate swaps		—			—			—			—			(2,683	)
		Loss (gain) on sale and disposal of assets		171			607			188			191			(50	)
		Amortization of deferred financing and interest costs		208			224			365			203			207
		Loss on early retirement of debt		252			—			—			—			—
		Increase in accounts receivable, net		1,119			(317	)		432			695			480
		Increase in inventories		(267	)		(300	)		(53	)		25			130
		Cost of vacation intervals sales		158			297			156			124			348
	(Increase) decrease in prepaid expenses			(1,195	)		205			(868	)		(383	)		(690	)
	Decrease (increase) in bank overdraft, accounts payable, accrued liabilities			6,255			(338	)		2,747			(1,415	)		(651	)
Net cash provided by operating activities				14,778			10,339			13,303			9,954			13,446
Cash flows from investing activities
	Proceeds received from sale of assets			152			92			92			89			6
	Acquisition of the Oasis			(33,278	)		—			—			—			—
	Capital expenditures			(11,385	)		(5,251	)		(5,249	)		(3,456	)		(3,049	)
	Purchase of time share inventory			(1,454	)		—			—			—			—
	(Increase) decrease in notes receivable			(107	)		116			(162	)		(331	)		118
Net cash used in investing activities				(46,072	)		(5,043	)		(5,319	)		(3,698	)		(2,925	)
Cash flows from financing activities
	Proceeds from issuance of long-term debt			80,439			4,510			628			238			2,284
	Payment of long-term debt			(37,698	)		(5,380	)		(4,850	)		(4,424	)		(11,386	)
	Payment of obligations under capital lease			(5	)		(24	)		(30	)		(21	)		(22	)
	Payment of financing costs			(1,215	)		(120	)		—			—			—
	Change in other assets			39			(59	)		(79	)		49			(19	)
	Contributions made			—			—			1,311			—			25
	Distributions paid			(8,055	)		(2,327	)		(3,864	)		(3,442	)		(878	)
Net cash provided by (used in) financing activities				33,505			(3,400	)		(6,884	)		(7,600	)		(9,996	)
Net increase (decrease) in cash and cash equivalents			$	2,211		$	1,896		$	1,100		$	(1,344	)	$	525
Cash and cash equivalents at beginning of period			$	4,905		$	7,116		$	9,012		$	9,012		$	10,112
Cash and cash equivalents at end of period			$	7,116		$	9,012		$	10,112		$	7,668		$	10,637
Supplemental cash flow disclosure
Cash paid for interest, net			$	5,601		$	8,257		$	7,552		$	5,655		$	5,203
Noncash investing activities
	Acquisition of assets with capital lease		$	67		$	—		$	—		$	—		$	—
	Acquisition of assets with long-term debt		$	988		$	2,016		$	—		$	—		$	—

The accompanying notes are an integral part of these combined financial statements.

F-5

B&BB, Inc. (doing business as Virgin River Hotel/Casino/Bingo),
Virgin River Casino Corporation, CasaBlanca Resorts, LLC
(doing business as Oasis Resort & Casino) and
RBG, LLC (doing business as CasaBlanca Resort/Casino/Golf/Spa)

Combined Statements of Retained Earnings and Accumulated Other Comprehensive Loss

Years Ended December 31, 2001, 2002 and 2003 and
Nine Months Ended September 30, 2004 (unaudited)

(in thousands)

		Retained Earnings			Accumulated Other Comprehensive Loss			Total
Balance, January 1, 2001		$	16,088		$	—		$	16,088
	Net income		3,364			—			3,364
	Change in fair value of interest rate swaps		—			(2,478	)		(2,478	)
	Distributions		(8,055	)		—			(8,055	)
Balance, December 31, 2001			11,397			(2,478	)		8,919
	Net income		3,188			—			3,188
	Change in fair value of interest rate swaps		—			(2,842	)		(2,842	)
	Distributions		(2,327	)		—			(2,327	)
Balance, December 31, 2002			12,258			(5,320	)		6,938
	Net income		2,378			—			2,378
	Change in fair value of interest rate swaps		—			2			2
	Distributions		(3,864	)		—			(3,864	)
Balance, December 31, 2003			10,772			(5,318	)		5,454
	Net income (unaudited)		8,351			—			8,351
	Distributions (unaudited)		(878	)		—			(878	)
Balance, September 30, 2004 (unaudited)		$	18,245		$	(5,318	)	$	12,927

The accompanying notes are an integral part of these combined financial statements.

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B & B B, Inc. (doing business as Virgin River Hotel/Casino/Bingo),
Virgin River Casino Corporation, CasaBlanca Resorts, LLC
(doing business as Oasis Resort & Casino) and
RBG, LLC (doing business as CasaBlanca Resort/Casino/Golf/Spa)

Notes to Combined Financial Statements

1.     Basis of Presentation and Background

        The accompanying combined financial statements include the accounts of B & B B, Inc. (doing business as Virgin River Hotel/Casino/Bingo), and the consolidated financial statements of Virgin River Casino Corporation, which includes the accounts of Casablanca Resorts, LLC (doing business as Oasis Resort & Casino) and RBG, LLC (doing business as CasaBlanca Resort/Casino/Golf/Spa) (collectively the Companies). The Companies are under common ownership and common management. Significant intercompany items and transactions have been eliminated.

        The combined financial statements as of September 30, 2004 and for the nine months ended September 30, 2004 and 2003 are unaudited; however, in the opinion of management, all adjustments necessary for fair presentation of the financial position of the Companies as of September 30, 2004 and their combined results of operations and their cash flows for the nine months ended September 30, 2004 and 2003 have been included. The results for the interim period ended September 30, 2004 are not necessarily indicative of the results to be obtained for the year ending December 31, 2004.

        B & B B, Inc. (B & B B) and Virgin River Casino Corporation (VRCC) are Nevada corporations formed on December 7, 1989 and July 1, 1988, respectively, for the purpose of owning and operating Virgin River Hotel/Casino/Bingo (Virgin River) located in Mesquite, Nevada. The hotel portion of the facility commenced operations on June 1, 1990, and the casino portion commenced operations on September 1, 1990. The land and buildings are owned by VRCC (which is owned by four of the stockholders of B & B B) and leased to B & B B, Inc. Certain personal property including furniture and fixtures, leasehold improvements within the casino and gaming equipment are owned by B & B B.

        On March 17, 1997, RBG, LLC (RBG), a Nevada limited-liability company, was formed pursuant to an operating agreement (the Operating Agreement) between Robert R. Black, Sr. (Mr. Black) and R. Black, Inc., a Nevada corporation (collectively the Initial Members) for the purpose of acquiring the assets of Player's Island Resort (the Resort) in Mesquite, Nevada, currently operating as the CasaBlanca Resort/Casino/Golf/Spa. On March 18, 1997, pursuant to an asset purchase agreement between RBG and certain subsidiaries of Players International, Inc. (Players), RBG purchased the Resort for $30.5 million. The Operating Agreement provides for the net income (loss) of RBG to be allocated among the members in proportion to their respective interest in RBG. The Operating Agreement terminates on February 18, 2027. VRCC owns 61.54% of RBG and therefore has combined the operations of RBG within the accompanying combined financial statements.

        On May 31, 2001, Casablanca Resorts, LLC (doing business as Oasis Resort & Casino)(Resorts LLC) a Nevada limited-liability company, was formed pursuant to an operating agreement (Agreement) by RBG, as the sole member, for the purpose of acquiring the assets of Si Redd's Oasis Resort Hotel and Casino in Mesquite, Nevada. On June 30, 2001, pursuant to an asset purchase agreement between Resorts LLC, WSR, Inc., William S. Redd and Marilyn S. Redd Family Trust U/T/D 4/23/93, William S. Redd Family Trust U/T/D 9/22/92, Redd 1996 Trust U/T/D 10/14/96, and Arvada Ranch Properties, LLC, Resorts LLC purchased Si Redd's Oasis Resort Hotel and Casino for $31.7 million (see Note 3).

        The Agreement provides for the net income (loss) of Resorts LLC to be allocated to members in proportion to their respective interest in Resorts LLC. The operating agreement terminates when any of the following items have occurred (1) all interests in the property acquired by Resorts LLC have been sold or disposed of or have been abandoned, or (2) in the event that Resorts LLC is bankrupt, a member withdraws or is expelled, the assignment by any member's interest without the written consent

F-7

of the remaining members, or the admission of a new member without the written consent of the remaining members to the continuation of Resorts LLC. VRCC owns 61.54% of Resorts LLC through its ownership of RBG and therefore has consolidated the operations of Resorts LLC within the accompanying combined financial statements.

        Debt Compliance—As more fully described in Note 5, prior to, as of and subsequent to December 31, 2003 through November 4, 2004, the Companies were not in compliance with certain of the covenants under the Credit Agreement (as defined below) and accordingly all of the debt under the Credit Agreement became due and payable. The Companies received a temporary forbearance from the banks with respect to calling the loans while they continued to negotiate the covenants and the terms of an amended credit agreement. On November 4, 2004, the Companies obtained an amended credit agreement which cured all past covenant violations and extended the due date of the loans.

2.     Summary of Significant Accounting Policies

        Casino Revenue and Promotional Allowances—In accordance with industry practice, the Companies recognize as casino revenue the net win from gaming activities, which is the difference between gaming wins and losses. The retail value of rooms, food and beverage furnished to customers without charge is included in gross revenues and then deducted as promotional allowances. The estimated departmental costs of providing such promotional allowances are included in casino costs and expenses and consist of the following (amounts in thousands):

	Year ended December 31,						Nine Months Ended September 30,
	2001		2002		2003		2003		2004
							(unaudited)
Food and beverage	$	7,802	$	9,117	$	9,488	$	7,004	$	7,415
Hotel		2,232		2,551		2,996		2,239		2,104
Other		1,433		1,507		1,607		1,147		1,068
	$	11,467	$	13,175	$	14,091	$	10,390	$	10,587

        The Companies' slot club program (the Program) allows customers to redeem points earned from their gaming activity at the respective property for complimentary food, beverage, rooms, entertainment and merchandise. At the time redeemed, the retail value of complimentaries under the Program are recorded as revenue with a corresponding offsetting amount included in promotional allowances. The cost associated with complimentary food, beverage, rooms, entertainment and merchandise redeemed under the Program is recorded in casino costs and expenses.

        Vacation Interval Sales—The Companies recognize revenue on the sale of vacation intervals when a minimum of 10% of the sales price has been received in cash, collectibility of the receivable representing the remainder of the sales price is reasonably assured, and the Companies have completed substantially all of the obligations with respect to any development related to the real estate sold. Sales incentives provided to buyers are treated as services provided by the seller and are treated as an increase to the sales price for computing the revenue recognition threshold.

        Cash and Cash Equivalents—The Companies consider all highly liquid investments with purchased maturities of three months or less to be cash equivalents. Bank overdraft represents a negative cash balance that has been reclassified to current liabilities.

        Inventories—Inventories are stated at the lower of cost or market value. Cost is determined by the first-in, first-out method.

F-8

        Property Held for Vacation Interval Sales—Property held for vacation interval sales includes the acquisition costs of the vacation intervals and renovations or the cost of land, development and construction of the vacation interval project. As intervals are sold, the cost of the interval and the estimated cost of renovations or the estimated total costs at completion for the project are charged ratably to cost of vacation interval sales. Interest on renovations or development and construction of vacation intervals is capitalized or charged to expense depending on the duration of the renovations.

        Notes Receivable—The Companies' notes receivables are considered homogenous and are evaluated for impairment collectively, except for individual receivables placed on nonaccrual status, in which case, receivables are reviewed individually for impairment. Impairment is measured based on the fair value of the collateral. If the measurement of fair value is less than the Companies' recorded investment in the note receivable, the impairment is recognized by creating a specific allowance. Significant changes in the original assumptions of the measure of impairment are an adjustment to the specific allowance. The Companies periodically review the relevant factors and the formula by which additions are made to the allowance for uncollectible notes receivable. The general allowance is provided based on a number of factors, including current economic trends, estimated collateral values, management's assessment of credit risk inherent in the portfolio and historical loss experience.

        Fair Value of Financial Instruments—The carrying value of the Companies' cash and cash equivalents, receivables, accounts payable and other debt approximates fair value primarily because of the short maturities of these instruments.

        Property and Equipment—Property and equipment is stated at cost, including interest capitalized on internally constructed assets calculated at the overall weighted average borrowing rate of interest.

        Depreciation and amortization is provided on a straight-line basis over the assets' estimated useful lives. The estimated useful lives are as follows:

Buildings	31.5 to 39.5 years
Building under capital lease	50 years
Land improvements	15 years
Leasehold improvements	5 to 10 years
Furniture, fixtures and equipment	5 years

        The Companies evaluate the carrying value for real estate inventories, including property held for vacation interval sales, in accordance with FASB Statement No. 144, Accounting for the Impairment or Disposal of Long-lived Assets("SFAS 144"). SFAS 144 requires that when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, companies should evaluate the need for an impairment write-down. Impairment write-downs are recorded to real estate inventories when indicators of impairment are present and the undiscounted cash flows estimated to be generated from those assets are less than the carrying amount of the assets. When an impairment write-down is required, the related assets are adjusted to their estimated fair value less costs to sell.

        Income Taxes—B & B B and VRCC have elected S Corporation status under the Internal Revenue Code. RBG and Resorts LLC are limited-liability companies. As such, Federal income taxes are an obligation of the individual owners and no provision for income taxes is reflected in the accompanying combined financial statements.

        Advertising Costs—Advertising costs incurred by the Companies are expensed as incurred. Advertising costs included in general and administrative expenses were $5.1 million (unaudited), $5.3 million (unaudited), $6.5 million, $6.2 million and $5.6 million for the nine months ended September 30, 2004 and 2003 and the years ended December 31, 2003, 2002 and 2001, respectively.

F-9

        Deferred Financing Costs—Deferred financing costs are amortized to interest expense over the term of the related financing.

        Intangible Assets—Intangible assets, which represent acquired customer lists related to Resorts LLC, are stated at cost net of accumulated amortization. Intangible assets totaling $0 (unaudited), $250,000 and $750,000 are included in other assets in the accompanying combined balance sheets as of September 30, 2004, December 31, 2003 and 2002, respectively. Amortization expense was $250,000 (unaudited), $375,000 (unaudited), $500,000, $500,000 and $250,000 for the nine months ended September 30, 2004 and 2003 and for the years ended December 31, 2003, 2002, and 2001 respectively. These costs are amortized on a straight-line basis over the assets' estimated useful life of 3 years.

        In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets." The Companies adopted SFAS No. 141 for all business combinations completed after June 30, 2001, which requires that such business combinations be accounted for under the purchase method. The Company adopted SFAS No. 142 in 2002 for all intangible assets recognized in the Company's balance sheet as of December 31, 2002.

        The Companies review intangible assets that are subject to amortization for impairment in accordance with SFAS 144, "Accounting for the Impairment and Disposal of Long-Lived Assets." In accordance with SFAS 144, an impairment loss will be recognized if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its fair value.

        After an impairment loss is recognized, the adjusted carrying amount of the intangible asset becomes the new accounting basis.

        Interest Rate Swaps—The Companies, from time to time, use interest rate swaps and similar financial instruments to assist in managing interest incurred on its long-term debt. The difference between amounts received and amounts paid under such agreements, as well as any costs or fees, is recorded as a reduction of, or addition to, interest expense as incurred over the life of the swap or similar financial instrument.

        The Companies account for interest rate swap agreements in accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," and its corresponding amendments under SFAS 138. SFAS 133 requires the Companies to measure every derivative instrument (including certain derivative instruments embedded in other contracts) at fair value and record them in the balance sheet as either an asset or liability. Changes in fair value of derivatives are recorded currently in earnings unless special hedge accounting criteria are met. The Companies have designated the interest rate swaps as cash flow hedges, and accordingly, the effective portions of changes in the fair value of the interest rate swaps are reported in other comprehensive income. Any ineffective portions of hedges are recognized in earnings in the current period.

        Use of Estimates—The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

        Players Club Liability—During 2002, the Companies adopted the consensus provisions of EITF 00-22—"Accounting for "Points' and Certain Other Time-Based or Volume-Based Sales Incentive Offers, and Offers for Free Products or Services to Be Delivered in the Future." EITF 00-22 requires that the redemption of points, such as points earned in slot players clubs, be recorded as a reduction of revenue. Although the consensus reached in EITF 00-22 applies to a redemption of points for cash as opposed to a redemption of points for free products and services, management believes the premise of

F-10

EITF 00-22 applies to the Companies' slot club program, which provides for the redemption of points for only free products and services (and not for cash). During the nine months ended September 30, 2004 and 2003 and the years ended December 31, 2003, 2002, and 2001, the Companies recorded, as a reduction of revenue, a charge of approximately $0.4 million (unaudited), $1.1 million (unaudited), $1.5 million, $545,000, and $0 respectively, in promotional allowances in the accompanying combined statements of income.

        Segment Information—It is management's belief that the Companies' operations are part of a single segment which is the casino and hotel business and related amenities. Management believes that all of its ancillary operations such as golf course operations, spa, timeshare and other amenities are in place to increase and enhance the casino and hotel business.

        Reclassifications—Certain previously reported amounts in the combined financial statements have been reclassified to conform to the current year's presentation.

        Recently Issued Accounting Standards—In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities." The objective of FIN 46 is to improve financial reporting by companies involved with variable interest entities. FIN 46 changes certain consolidation requirements by requiring a variable interest entity to be consolidated by a company that is subject to a majority of the risk of loss from the variable interest entity's activities or entitled to receive a majority of the entity's residual returns or both. In October and December 2003, the FASB agreed to defer the effective date of FIN 46 for variable interests held by public companies in all entities that were acquired prior to February 1, 2003 to the quarter ending March 31, 2004. For entities acquired after February 1, 2003, we were required to adopt FIN 46 for the quarter ended September 30, 2003.

        In April 2003, the FASB issued SFAS No. 149, "Amendment to Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. SFAS No. 149 is applied prospectively and is effective for contracts entered into or modified after June 30, 2003, except for SFAS No. 133 implementation issues that have been effective for fiscal quarters that began prior to June 15, 2003 and certain provisions relating to forward purchases and sales on securities that do not yet exist. We have determined that SFAS No. 149 did not have a significant impact on our results of operations or financial position.

        In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments With Characteristics of Both Liabilities and Equity." SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. On October 29, 2003, the FASB voted to defer for an indefinite period the application of the guidance in SFAS No. 150 to non-controlling interests that are classified as equity in the financial statements of the subsidiary but would be classified as a liability in the parent's financial statements under SFAS No. 150. The FASB decided to defer the application of FASB No. 150 to these non-controlling interests until it could consider some of the resulting implementation issues associated with the measurement and recognition guidance for these non-controlling interests. We currently have no instruments impacted by the adoption of this statement and, therefore, the adoption did not have a significant impact on our results of operations or financial position.

3.     Acquisition of Si Redd's Oasis Resort Hotel and Casino

        On June 30, 2001, pursuant to an asset purchase agreement described in Note 1, Resorts LLC purchased Si Redd's Oasis Resort Hotel and Casino, which included the Palms golf course, for

F-11

$31,700,000. Additional costs of the acquisition totaled $1,578,000 and were allocated to the building and fixtures and equipment acquired. The assets acquired consisted of the following (in thousands):

Building	$	16,409
Land		10,500
Fixtures and equipment		4,369
Customer list		1,500
Inventory		500
Total assets	$	33,278

        The following unaudited pro forma combined financial information for the Companies has been prepared assuming the Oasis Resort Hotel and Casino was acquired on January 1, 2001.

	Year Ended December 31, 2001
	(in thousands)
Net revenues	$	141,820
Income from operations		7,972
Net income		2,301

        The unaudited pro forma information contains operating segments of the Oasis Resort Hotel and Casino that were not acquired as part of the purchase of the hotel.

4.     Property and Equipment

        Combined property and equipment consists of the following (in thousands):

	December 31,
							September 30, 2004
	2002			2003
							(unaudited)
Land	$	20,826		$	20,834		$	20,839
Buildings		54,344			54,524			55,047
Buildings under capital lease		6,876			6,876			6,876
Land and leasehold improvements		16,958			17,298			17,553
Furniture, fixtures and equipment		46,375			49,947			52,299
Construction in progress		—			417			181
		145,379			149,896			152,795
Less—accumulated depreciation and amortization		(42,807	)		(50,638	)		(56,593	)
Property and equipment, net	$	102,572		$	99,258		$	96,202

        Amortization of buildings under capital lease is included within depreciation and amortization expense in the accompanying combined statements of income. Accumulated amortization of buildings under capital lease was $940,000 (unaudited), $832,000 and $688,000 at September 30, 2004, December 31, 2003 and December 31, 2002, respectively.

        The Companies own the Mesquite Star Hotel and Casino which was opened as needed during the year ended December 31, 2003 to provide additional rooms. As of September 30, 2004, December 31, 2003 and December 31, 2002, these assets are reported in the accompanying combined balance sheets at $5.7 million (unaudited), $6.0 million and $6.2 million, respectively, net of accumulated depreciation.

F-12

5.     Long-term Debt

        Long-term debt consists of the following (in thousands):

	December 31,
							September 30, 2004
	2002			2003
							(unaudited)
Revolving credit facility totaling $80 million with Bank of America N.A., Wells Fargo Bank, N.A. and U.S. Bank, N.A. at a margin above prime or LIBOR (4.94% at December 31, 2003), as defined; collateralized by substantially all real and personal property, leases, intangibles and other interests of the Companies as defined. There was no availability under the revolving credit facility at December 31, 2003 or September 30, 2004, respectively	$	77,000		$	74,000		$	64,000
Promissory note payable to Wells Fargo Equipment Finance, Inc. payable in monthly installments of $54 at an interest rate of 6.97%, due June 2006		2,239			1,663			1,259
Hypothecation Note at prime plus 3.0% (7.00% at December 31, 2003), collateralized by certain notes receivable as defined; guaranteed by one of the Initial Members, due April 2004		1,366			1,089			675
Promissory note payable to Wells Fargo Equipment Finance, Inc. payable in monthly installments of $24 at an interest rate of 7.00%, due November 2005		747			508			317
Promissory note payable to Wells Fargo Equipment Finance, Inc. payable in monthly installments of $14 at an interest rate of 6.21%, due December 2006		563			433			340
		81,915			77,693			66,591
Less—current portion		(4,208	)		(11,028	)		(1,663	)
Total long-term debt	$	77,707		$	66,665		$	64,928

        On June 28, 2001 the Companies entered into a Credit Agreement (Original Credit Agreement) with Bank of America, N.A., Wells Fargo Bank, N.A. and U.S. Bank, N.A (the Bank Group). Proceeds from the Original Credit Agreement were used to refinance the existing debt of B & B B, VRCC and RBG and to purchase the assets of Si Redd's Oasis Resort Hotel and Casino (see Note 1). Under the terms of the Original Credit Agreement, the Companies had the ability to borrow up to $80 million. Such amount was reduced by quarterly principal payments of $1.0 million commencing October 1, 2002, $2.0 million commencing October 1, 2003, $3.0 million commencing October 1, 2004, and $4.0 million commencing October 1, 2005, with the remaining principal of $44.0 million due on June 29, 2006.

        Under the terms of the Original Credit Agreement, interest accrued on the outstanding principal balance on the Original Credit Agreement at the Base Rate, defined as the lower of prime or federal funds rate plus fifty basis points, plus the Applicable Margin, as defined below, or LIBOR Rate, as

F-13

defined, plus the Applicable Margin. Applicable Margin, which was calculated quarterly, was defined as follows:

Applicable Margin Table

Leverage Ratio (defined below)	Base Rate Margin		LIBOR Rate Margin
Greater than 3.0 to 1.0	1.75	%	3.50	%
Greater than 2.5 to 1.0, but less than or equal to 3.0 to 1.0	1.25		3.00
Greater than 2.0 to 1.0, but less than or equal to 2.5 to1.0	.75		2.5
Less than or equal to 2.0 to 1.0	.25		2.0

        The Original Credit Agreement contained certain financial and other covenants. These include a Leverage Ratio which was calculated quarterly based on the ratio of Funded Debt, as defined, to the Companies' trailing twelve-month Adjusted EBITDA, as defined. Under the Original Credit Agreement, the Companies were to maintain a leverage ratio no greater than the following:

Fiscal Quarter End	Maximum Leverage Ratio
September 30, 2001 through June 30, 2002	3.50 to 1.00
September 30, 2002 through June 30, 2004	3.00 to 1.00
September 30, 2004 through June 29, 2006	2.50 to 1.00

        In addition to the Leverage Ratio, the Companies were to maintain throughout the term of the Original Credit Agreement an Adjusted Fixed Charge Ratio, as defined, of no less than 1.25 to 1.00 and commencing June 30, 2002, a minimum trailing twelve-month Adjusted EBITDA of no less than $23.0 million.

        The Original Credit Agreement stipulated that the Companies were to make annual minimum Capital Expenditures, as defined, of at least 2% of net revenues, but no more than $13.0 million annually for the years ended December 31, 2002 and 2001. Subsequent to December 31, 2002, the maximum annual Capital Expenditures were not to exceed $7.5 million. Included within those maximum Capital Expenditure covenants, the Companies were not to exceed $150,000 in Capital Expenditures related to the lease with MDW Mesquite, LLC ("MDW") (see Note 10).

        The Original Credit Agreement also provided for limitations on other indebtedness, as defined, of $1.0 million, limitations on asset dispositions, limitations on investments, limitations on prepayments of indebtedness and limitations on distributions.

        As of December 31, 2002, the Companies were not in compliance with certain covenants as specified in the Original Credit Agreement, as amended as of such date. As a result of this non-compliance, the Companies entered into the second amendment (Second Amendment) to the Credit Agreement dated March 31, 2003 which provided the following:

        1)    One-time waiver of the Companies non-compliance with certain covenants as of December 31, 2002;

        2)    Amended the minimum trailing twelve-month EBITDA requirement to $19.5 million commencing March 31, 2003 and $23.0 million commencing June 30, 2004 to the termination of the Original Credit Agreement.

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        In addition, the Second Amendment required a Leverage Ratio no greater than the following:

Fiscal Quarter Ending	Maximum Leverage Ratio
March 31, 2003	4.25 to 1.00
June 30, 2003	4.25 to 1.00
September 30, 2003 and December 31, 2003	4.00 to 1.00
March 31, 2004	3.75 to 1.00
June 30, 2004 through June 29, 2006	2.50 to 1.00

        There was no fee charged to the Companies as a result of entering into the Second Amendment.

        The Original Credit Agreement, as amended, is referred to as the Credit Agreement.

        As of March 31, 2004, December 31, 2003 and September 30, 2003, the Companies were not in compliance with the Adjusted Fixed Charge Coverage Ratio and the minimum trailing twelve-month EBITDA along with the Leverage Ratio at December 31, 2003 and March 31, 2004 as specified in the Credit Agreement, among other financial covenant violations. On July 6, 2004, the Companies entered into a Forbearance Agreement with the Bank Group whereby the Bank Group agreed to forbear exercising their legal remedies under the Credit Agreement by reason of technical default while the Credit Agreement is renegotiated. As a result of the Companies non-compliance with the Second Amendment, amounts due under the Credit Agreement had been classified as current in the accompanying combined financial statements as follows:

Years ending December 31:
	2004	$	76,029
	2005		982
	2006		682
		$	77,693

        On November 4, 2004, the Companies renegotiated the Credit Agreement with the Bank Group which waived all past covenant violations and extended the maturity date to June 2006. As a result, maturities on long-term debt are as follows (in thousands):

Years ending December 31:
	2004	$	11,028
	2005		1,733
	2006		64,932
		$	77,693

        During 2001, as part of entering into the Original Credit Agreement, the Companies entered into two interest-rate swaps, each with notional amounts equal to $28.0 million (the Swaps), to reduce Companies' exposure to changes in interest rates. The Swaps have effectively converted $56.0 million of the Companies' floating rate debt to a fixed rate. The Swaps became effective on June 29, 2001 and terminate on June 30, 2006. The Companies paid a fixed rate of 5.88% on the Swaps, which was priced to assume no value at inception.

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        The Swaps are accounted for under the guidance of SFAS No. 133, "Accounting for Derivative Instruments in Hedging Activities." Since the notional amount of the Swaps will always be less than the principal amount of the debt, and the interest periods and interest rates are the same on both the swap and the debt, there will be no ineffectiveness in the swap. Based on these assumptions, the Swaps qualify as hedge instruments and meet the requirements under SFAS No. 133 to be accounted for as a cash flow hedge. As a result, the Companies designated the hedges and have recorded a liability at December 31, 2003 and 2002 of approximately $5.3 million, respectively, which reflects the market value of the Swaps as of those dates. The change in fair market value of the Swaps during the years ended December 31, 2003 and 2002 is recorded as a comprehensive loss in the accompanying combined statements of income and combined statements of retained earnings and other comprehensive income/(loss).

        Given the Companies' noncompliance with the terms of the Credit Agreement from January 1, 2004 through November 4, 2004, the Swaps lost their effectiveness and the ability to qualify as a hedge instrument. Accordingly, subsequent to December 31, 2003, the change in fair value of the Swaps was accounted for as income to current earnings. For the nine months ended September 30, 2004, the Companies recorded income relating to the change in the fair value of the Swaps totaling $2.7 million (unaudited). As of September 30, 2004, the Companies have no plans of reestablishing the Swaps as hedges.

        During 2002, B & B B, RBG and Resorts LLC entered into separate promissory notes with Wells Fargo Equipment Finance, Inc. totaling approximately $2.3 million to finance the acquisition of a player tracking system for each of the casinos. Each of the notes is separately guaranteed by B & B B, VRCC, RBG and Resorts LLC.

        During 2002, Resorts LLC entered into a promissory note for approximately $574,000 with Wells Fargo Equipment Finance, Inc. to finance the acquisition of laundry equipment. The promissory note is guaranteed by B & B B, VRCC and RBG.

        During 2001, RBG and Resorts LLC entered into a promissory note for approximately $1 million with Wells Fargo Equipment Finance, Inc. to finance the acquisition of golf course maintenance equipment. The promissory note is guaranteed by B & B B and VRCC.

        RBG has a financing commitment, dated April 2, 1998 for up to $10 million under a Hypothecation Note (the Hypothecation Note) with Equivest Capital, Inc. f/k/a Resort Funding, Inc. whereby RBG may borrow against notes receivable pledged as collateral (see Note 7). On December 24, 2003, RBG amended the Hypothecation Note extending the maturity date until April 2, 2004 to allow time for a new financing commitment to be entered into by RBG and Resorts LLC.

6.     Treasury Stock

        During 1992, the Board of Directors of B & B B authorized the purchase of eight shares of common stock at a total cost of $400,000. During 1993, the Board of Directors of B & B B authorized the purchase of four additional shares of common stock at a total cost of $300,000. The repurchased shares of stock are held as treasury shares and are reflected at cost in the accompanying combined financial statements.

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7.     Notes Receivable

        Notes receivable consist of the following (in thousands):

	December 31,
							September 30, 2004
	2002			2003
							(unaudited)
Vacation interval notes receivable	$	2,587		$	2,676		$	2,621
Holdbacks by financing institutions		579			674			707
Allowance for possible credit losses		(190	)		(212	)		(310	)
Total notes receivable		2,976			3,138			3,018
Less—current portion		425			448			432
Non-current notes receivable	$	2,551		$	2,690		$	2,586

        Notes generated from the sale of vacation intervals generally bear interest at annual rates ranging from 12.75% to 14.75% and have terms of 5 to 7 years. The vacation interval notes receivable are collateralized by the right to use and deeds of trust on the vacation interval sold and serve as collateral to the Hypothecation Note (see Note 5).

8.     Related Party Transactions

        Wingnuts, Inc. is a company that owns an airplane used by the Companies. Wingnuts, Inc. is owned by various stockholders of B & B B and VRCC. Wingnuts, Inc. charges the Companies for business usage of the airplane using standard hourly rates for actual air time. Total charges for the nine months ended September 30, 2004 and 2003 and the years ended December 31, 2003, 2002, and 2001 were $59,000 (unaudited), $40,000 (unaudited), $56,000, $22,000, and $14,000 respectively.

        MJB Development is a real estate construction company owned by a shareholder of B & B B and VRCC. During the year ended December 31, 2003, MJB Development provided construction services associated with hotel facilities of the Companies. The actual costs of construction, overhead charges, and a profit are charged to the Companies. Such charges totaled $17,000 (unaudited), $88,000 (unaudited), $71,000, $0 and $0 during the nine months ended September 30, 2004 and 2003 and years ended December 31, 2003, 2002 and 2001, respectively, and are included in the accompanying combined financial statements.

        J.A. Black Construction is a real estate construction company owned by a shareholder of B & B B and VRCC. J. A. Black Construction provided construction services associated with certain land improvements and construction that directly benefited the Companies and their operations. The actual costs of construction, overhead charges, and a nominal profit are charged to the Companies. Such charges totaled $0 (unaudited), $0 (unaudited), $0, $0 and $29,000 during the nine months ended September 30, 2004 and 2003 and the years ended December 31, 2003, 2002 and 2001, respectively, and are included in the accompanying combined statements of income.

        MDW is a Nevada limited-liability company in which Robert R. Black, Sr. has an interest. MDW owns a condominium complex located in Mesquite, Nevada. RBG, has entered into a lease agreement with MDW whereby MDW has given the members of the CasaBlanca Vacation Club (the timeshare club associated with the CasaBlanca) the right to use and occupy the timeshare units located on the leasehold property. The remaining units at the condominium complex are utilized by the CasaBlanca for hotel and apartment purposes. The rent payments paid by RBG to MDW for the nine months ended September 30, 2004 and 2003, and the years ended December 31, 2003, 2002 and 2001 were $554,000 (unaudited), $549,000 (unaudited), $734,000, $735,000 and $755,000, respectively, and are included in the combined statements of income.

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        Virgin River Foodmart, Inc., a Nevada corporation, is owned by Robert R. Black, Sr. and his brothers. Pursuant to a lease agreement, Virgin River Casino Corporation leases to Virgin River Foodmart, Inc. certain real property and the structures and improvements contained thereon for the purposes of operating the Virgin River Food Mart. Lease payments were made to Virgin River Casino Corporation were $167,000 (unaudited), $167,000 (unaudited) for the nine months ended September 30, 2004 and 2003, respectively and $222,000 for each of the years ended December 31, 2003, 2002 and 2001 and are included in our combined statements of income.

        As part of the terms of the forbearance agreement, on July 13, 2004, a promissory note was entered into whereby VRCC borrowed $2.0 million from one of its shareholders. The promissory note has no maturity date. The proceeds of this loan were used to pay down amounts owned on the Credit Agreement. In addition, on July 13, 2004, VRCC and the shareholder entered into a Payment Subordination Agreement with the Bank Group which in effect subordinated this borrowing to the borrowing under the Credit Agreement. Interest on the borrowing is payable quarterly at an interest rate equivalent to that being charged on the revolving credit facility and the Swaps.

        The Companies utilized the services of employees interchangeably between properties. A portion of payroll expense was allocated from each of the properties' payroll expense to the benefiting property based on the employees' time between properties. During the nine months ended September 30, 2004 and 2003, RBG charged Resorts LLC $1,042,000 (unaudited) and $439,000 (unaudited), respectively; RBG charged B & B B $422,000 (unaudited) for the nine months ended September 30, 2004 and B & B B charged RBG $596,000 (unaudited) for the nine months ended September 30, 2003. During the nine months ended September 30, 2004 and 2003, B & B B charged Resorts LLC $103,000 (unaudited) and $582,000 (unaudited), respectively. During the years ended December 31, 2003, 2002 and 2001, RBG charged Resorts LLC $885,000, $733,000 and 245,000, respectively; B & B B charged RBG $916,000, $1,150,000 and $1,410,000, respectively; and B & B B charged Resorts LLC $951,000, $1,049,000 and $486,000, respectively for the allocated portion of payroll utilized by each of the properties. In addition, Resorts LLC provided management and other services to two related parties that manage and operate the home owners associations of the vacation intervals sold at the property. As of September 30, 2004, December 31, 2003 and December 31, 2002, respectively, included in the accompanying combined balance sheet is a receivable for $219,000 (unaudited), $314,000 and $543,000, related to amounts owed for those services.

9.     401(k) Plan

        The Companies implemented a defined contribution 401(k) plan, which covers all employees who meet certain age and length of service requirements and allows an employer contribution up to 40% of the first 6% of each participating employee's compensation. Plan participants can elect to defer before tax compensation through payroll deductions. These deferrals are regulated under Section 401(k) of the Internal Revenue Code. The Companies' matching contributions for the nine months ended September 30, 2004 and 2003, and the years ended December 31, 2003, 2002 and 2001 were $204,000 (unaudited), $201,000 (unaudited), $233,000, $239,200, and $212,000, respectively.

10.   Commitments and Contingencies

        Capital Leases—During 2001, Resorts LLC signed a lease agreement with Textron Financial Corporation to lease golf carts for the Palms golf course over a four year period beginning December 2001. The aggregate monthly payments, including interest and taxes are $2,442 a month.

        During 1997, RBG signed a lease agreement with MDW Mesquite, LLC ("MDW") for the use of their condominium complex, to be used to sell Vacation Intervals, for a period of fifty years. One of the Initial Members is a member of MDW. The obligation under this capital lease provides for aggregate monthly payments, including interest and taxes of $49,800 determined using an interest rate of 9.25%.

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On January 5, 1999, the lease agreement was amended to provide for additional monthly rental payments of $12,750 to MDW Mesquite, LLC.

        At December 31, 2003, future minimum lease payments under all capital leases were as follows in thousands:

Years ending December 31:
	2004	$	784
	2005		780
	2006		755
	2007		755
	2008		755
	Thereafter		29,137
Total minimum lease payments			32,966
Less, amounts representing interest			22,988
Less, amounts representing taxes			2,549
Present value of net minimum lease payment			7,429
Less, current portion of obligation under capital lease			29
Long-term obligation under capital lease		$	7,400

        Operating Leases—During 2003, RBG signed a lease agreement with Wells Fargo Equipment Finance to lease golf carts for the Resort golf course over a three year period beginning November 2003. The aggregate monthly payments, including interest and taxes are $5,500 a month.

        During 2002, RBG signed a lease agreement with IBM Credit LLC to lease computer hardware for the Companies over a three year period beginning January 2002. The aggregate monthly payments, including interest and taxes are $9,100 a month.

        As part of the acquisition of the Oasis Resort Hotel and Casino, Resorts LLC has been assigned the rights to an agreement to lease the land which contains a portion of the golf course of the Oasis Casino and Hotel from the State of Arizona. The lease agreement is for a term of ten years that began in May 1998 at an annual rate of $26,650 and increases every year until the last year of the lease when the annual lease rate is $135,750.

        During 2000 and 2001, the Companies signed two lease agreements with Las Vegas Motor Speedway, Inc. to lease two separate suites at the Las Vegas Motor Speedway for the Companies over a five year period beginning April 2000 and January 2001. The annual payments, including interest and taxes are $30,000 and $70,000, respectively.

        As part of the acquisition of the Resort, RBG has been assigned the rights to an agreement to lease the land and water rights which contain the golf course of the Resort. The lease agreement is for a term of 99 years that began in June 1995 at a monthly lease rate of $18,000. In June 2005 and every 5 years thereafter, the lease rate will be adjusted based on the increase in the Consumer Price Index, as defined.

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        Future minimum lease payments under operating leases for the five years subsequent to December 31, 2003 are as follows (in thousands):

Years ending December 31:
	2004	$	617
	2005		477
	2006		401
	2007		382
	2008		246
	Thereafter		21,808
		$	23,931

        Rent expense for the nine months ended September 30, 2004 and 2003 and years ended December 31, 2003, 2002 and 2001 were $903,000 (unaudited), $960,000 (unaudited), $1.2 million, $1.1 million and $903,000, respectively.

        Workers Compensation Claim—In February 2004, an employee of Resorts LLC was killed while performing maintenance work on the Palms Golf Course. As a result of the death, the Companies recorded a liability in 2004 of $350,000, which represents the Companies' self-insured retention under their workers compensation policy.

        Litigation—From time to time the Companies are party to various legal proceedings, most of which relate to routine matters incidental to the business. Other than the proceeding described below, management does not believe that the outcome of such proceedings will have a material adverse effect on the Companies' combined financial position or results of operations.

        A.F. Construction Litigation—On or about May 19, 2000, Virgin River Casino Corporation filed an action against A.F. Construction Company to quiet title of the Mesquite Star and to protect its interest with respect to a deed of trust. On or about July 19, 2000, A.F. Construction Company filed an answer and asserted a counterclaim for quantum meruit against Virgin River Casino Corporation. This action is a result of a series of transactions involving the Mesquite Star and its original owner, Nevstar Gaming and Entertainment Corporation. In 1994, A.F. Construction entered into a contract with Nevstar Gaming and Entertainment Corporation to construct the Mesquite Star. On or about August 27, 1998, A.F. Construction Company recorded a mechanic's lien against the Mesquite Star in the amount of $854,000, which was amended on or about September 4, 1998. On or about January 27, 1998, Nevstar Gaming and Entertainment Corporation obtained a $5,000,000 loan from First Credit Bank, executing a deed of trust in favor of First Credit Bank as beneficiary against the Mesquite Star. In December 1999, Nevstar Gaming and Entertainment Corporation filed for bankruptcy protection. On or about April 17, 2000, Virgin River Casino Corporation purchased the deed of trust from First Credit Bank and was assigned the beneficial interest thereunder. In the meantime, on February 12, 1999, A.F. Construction Company filed a complaint, naming only Nevstar Gaming and Entertainment Corporation as the defendant, in the Clark County District Court to enforce its mechanic's lien against the Mesquite Star. Because Nevstar Gaming and Entertainment Corporation failed to answer the complaint, the Clark County District Court entered a default foreclosure judgment against Nevstar Gaming and Entertainment Corporation on March 20, 2000. As a result, on or about May 16, 2000 Virgin River Casino Corporation received a notice of sale from A.F. Construction Company indicating the company's intention to conduct a sheriff's sale of the Mesquite Star in order to foreclose on its lien. On or about February 14, 2001, the Clark County District Court granted Virgin River Casino Corporation partial summary judgment in the quiet title action and declared that Virgin River Casino Corporation owned the Mesquite Star free and clear of any encumbrances. The only claim that remained to be adjudicated was A.F. Construction Company's counterclaim. On November 6, 2002, the Nevada Supreme Court reversed the Clark County District Court's order and remanded the case for

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further proceedings. As of September 30, 2004, this matter had not been resolved. Management cannot predict the outcome of this litigation and accordingly has not accrued any amounts related to it.

        Environmental Matter—Companies have become aware that there is contamination present on some of its properties apparently due to past operations, which included a truck stop and gas station. In particular, groundwater contamination at the Oasis property (which appears to have migrated onto the CasaBlanca property) is the subject of investigation and cleanup activities being conducted by the prior owners of the Oasis. Management believes that the prior owners are responsible for such matters under an indemnity agreement negotiated at the time the Oasis was purchased, however, there is no assurance that the Companies will not incur costs related to this matter. Moreover, it is possible that future developments could lead to material environmental compliance costs or other liabilities for the Companies and these costs could have a material adverse effect on our combined financial position or results of operations. As of September 30, 2004 and December 31, 2004, no costs were incurred in connection with this matter.

11.   Subsequent Transactions and Event (Unaudited)

        On December 20, 2004, the Companies entered into a series of transactions whereby they issued $125.0 million aggregate principal amount of Senior Secured Notes due 2012 and $66.0 million aggregate principal amount at maturity ($39.9 million in gross proceeds) of Senior Subordinated Notes due 2013, and received a $16.0 million equity contribution from a current shareholder (the "Acquiring Shareholder") and his affiliate. The Companies used the proceeds from the above offering to redeem or purchase the interests held by certain affiliated shareholders and repaid $64.0 million owed under the Original Credit Agreement and the $2.0 million promissory note payable to a shareholder.

        Related to the above, the affiliate of the Acquiring Shareholder issued a $15.0 million 8% convertible senior secured note to Michael J. Gaughan, the Chief Executive Office of Coast Casinos, Inc., a subsidiary of Boyd Gaming Corporation. The convertible note is secured by 33¹/3% of the equity interests direct and indirectly owned by the Acquiring Shareholder in the Companies. The convertible note will mature in four years provided that the convertible note issuer may elect up to three one-year extensions and, effective upon each extension, the interest rate would increase 1% per annum. Notwithstanding the convertible note issuer's election to extend the maturity, the holder of the convertible note may require the convertible note issuer to then satisfy the note, but in such event, at the convertible note issuer's option, the convertible note may be satisfied either in cash or in shares of the stock (or any conversion thereof) representing a 33¹/3% fully-diluted interest (decreased in proportion to any principal paid in cash) in the common stock of each of the Companies or, if formed, a holding company that wholly owns the Companies or surviving entity of a merger or combination of the Companies.

        The Companies also entered into a new $15.0 million senior secured credit facility concurrently with the closing of the above transactions. The new credit facility is a four year revolving credit facility up to the lesser of $15.0 million or one times the Companies' trailing 12 month EBITDA (as defined in the credit agreement). At the Companies' option, the interest rate would be either the lender's prime rate plus 2.00% per annum or LIBOR plus 3.50% per annum.

        In addition, effective December 15, 2004, RBG, LLC and MDW terminated their lease agreement. Pursuant to the agreement, the rental units under the original lease agreement would be converted to condominiums to be offered for sale. Robert R. Black, Sr. will receive 6% of the net sales proceeds from the sale of the condominium units (the "fee"). MDW also will convey to RBG, LLC three timeshare units. During the sales process, MDW and RBG, LLC will share equally the rental income from the remaining rental units pending their sale ("rental income") and share equally the expenses of the condominium project, including debt service and the fee ("project expenses"). MDW also will pay RBG, LLC 44% of the net sales proceeds from the sale of the condominium units less the fair market

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value of the three timeshare units conveyed to RBG, LLC. RBG, LLC will advance project expenses for the six month period beginning on December 15, 2004 to the extent MDW does not have sufficient funds to pay the project expenses, provided, however, that the aggregate amount of the advances would not exceed $150,000. Until the aggregate amount of any such advances plus an additional payment of approximately 15% of the aggregate amount of such advances is repaid to RBG, LLC, all net sales proceeds and rental income would be payable to RBG, LLC.

        In early January 2005, winter storms brought record rainfall to southern Nevada, including Mesquite, Nevada and its surrounding area. Resulting floodwaters prompted evacuations in the low-lying areas of Mesquite, Nevada with most of the damage from the winter storms occurring in surrounding towns such as Santa Clara, Utah, Beaver Dam, Arizona, and Overton, Nevada. As a result of the flooding, three holes on the Casablanca Golf Course sustained damage; however, the course was operational shortly after the flooding. At this time, the total dollar value of the damage is not entirely known; however, the Companies' maximum exposure as a result of the damage is $100,000 which represents the Companies' self insured retention under their insurance policy.

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TABLE OF CONTENTS

Prospectus Summary		1
Risk Factors		18
Use of Proceeds		32
Capitalization		33
Selected Combined Financial Data		34
Management's Discussion and Analysis of Financial Condition and Results of Operations		36
Business		49
Regulation and Licensing		57
Management		62
Security Ownership of Certain Beneficial Owners and Management		65
Certain Relationships and Related Transactions		66
Description of Other Indebtedness		67
Description of Notes		80
Description of Senior Secured Notes		81
Description of Senior Subordinated Notes		130
Registration Rights; Liquidated Damages
Book-Entry Procedures, Delivery, Form, Transfer and Exchange		177
Certain United States Federal Income Tax Considerations		182
Plan of Distribution		186
Notice to Investors
Legal Matters		186
Independent Auditors
Available Information
Index to Combined Financial Statements		F-1
	Accredited Investor Letter

        Until                            , 2005, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

OFFER TO EXCHANGE

$125,000,000 aggregate principal amount
9% Senior Secured Notes due 2012
Which Have Been Registered Under the
Securities Act of 1933
For Any and All Outstanding
9% Senior Secured Notes due 2012

AND

$66,000,000 aggregate principal amount at maturity
12³/4% Senior Subordinated Discount Notes due 2013
Which Have Been Registered Under the Securities Act of 1933
For Any and All Outstanding
12³/4% Senior Subordinated Discount Notes due 2013

PROSPECTUS

                        , 2005

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. Indemnification of Directors and Officers

        Section 78.7502 of the Nevada Revised Statutes ("NRS") permits a corporation to indemnify any person who was or is a party or is threatened to be made a party in a completed, pending, or threatened proceeding, whether civil, criminal, administrative or investigative (except an action by or in the right of the corporation), by reason of being or having been an officer, director, employee or agent of the corporation or serving in certain capacities at the request of the corporation. Indemnification may include attorney's fees, judgments, fines and amounts paid in settlement. The person to be indemnified must have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action, such person must have had no reasonable cause to believe his or her conduct was unlawful.

        With respect to actions by or in the right of the corporation, indemnification may not be made for any claim, issue or matter as to which such a person has been finally adjudged by a court of competent jurisdiction to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action was brought or other court of competent jurisdiction determines upon application that in view of all circumstances the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

        Under Section 78.751 of the NRS, unless indemnification is ordered by a court, the determination must be made by the stockholders, by a majority vote of a quorum of the board of directors who were not parties to the action, suit or proceeding, or in certain circumstances by independent legal counsel in a written opinion. Section 78.751 permits the articles of incorporation or bylaws to provide for payment to an officer or director of the expenses of defending an action as incurred upon receipt of an undertaking to repay the amount if it is ultimately determined by a court of competent jurisdiction that the person is not entitled to indemnification.

        Section 78.7502 also provides that to the extent a director, officer, employee or agent has been successful on the merits or otherwise in the defense of any such action, he or she must be indemnified by the corporation against expenses, including attorneys' fees, actually and reasonably incurred in connection with the defense.

        The articles of incorporation or articles of organization, as applicable, of each of the registrants other than Virgin River Casino Corporation and B & B B, Inc., do not contain provisions requiring it to indemnify its executive officers and directs to the full extent permitted by the Nevada Revised Statutes. The bylaws or operating agreements, as applicable, of each of the registrants other than RBG, LLC and Casablanca Resorts, LLC contain provisions requiring it to indemnify its executive officers and directors to the full extent permitted by the Nevada Revised Statutes.

ITEM 21. Exhibits and Financial Statement Schedules

        (a)   See exhibits listed on the Exhibit Index following the signature page of this registration statement that is incorporated herein by reference.

        (b)   Financial statement schedules are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements or notes thereto.

ITEM 22. Undertakings

        The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within

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one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of a registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        The undersigned registrants hereby undertake that:

(1)

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or 457(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.



(2)

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-2

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 7, 2005.

RBG, LLC
By:	/s/ ROBERT R. BLACK Robert R. Black, Sr. Manager

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert R. Black, Sr. and Curt Mayer their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all registration statements filed by RBG, LLC, a Nevada limited-liability company, in which the undersigned holds offices, and any amendments to the registration statements, and to file any and all of the same, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  ROBERT R. BLACK Robert R. Black, Sr.	Manager	March 7, 2005
/s/  CURT MAYER Curt Mayer	Chief Financial Officer (Principal Financial and Accounting Officer)	March 7, 2005

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 7, 2005.

VIRGIN RIVER CASINO CORPORATION
By:	/s/ ROBERT R. BLACK Robert R. Black, Sr. Chairman of the Board, Chief Executive Officer and President

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert R. Black, Sr. and Curt Mayer their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all registration statements filed by Virgin River Casino Corporation, a Nevada corporation, in which the undersigned holds offices, and any amendments to the registration statements, and to file any and all of the same, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  ROBERT R. BLACK Robert R. Black, Sr.	Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)	March 7, 2005
/s/  CURT MAYER Curt Mayer	Chief Financial Officer (Principal Financial and Accounting Officer)	March 7, 2005

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 7, 2005.

B & B B, INC.
By:	/s/ ROBERT R. BLACK Robert R. Black, Sr. Chairman of the Board, Chief Executive Officer and President

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert R. Black, Sr. and Curt Mayer their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all registration statements filed by B & B B, Inc., a Nevada corporation, in which the undersigned holds offices, and any amendments to the registration statements, and to file any and all of the same, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  ROBERT R. BLACK Robert R. Black, Sr.	Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)	March 7, 2005
/s/  CURT MAYER Curt Mayer	Chief Financial Officer (Principal Financial and Accounting Officer)	March 7, 2005

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 7, 2005.

CASABLANCA RESORTS, LLC
By:	/s/ ROBERT R. BLACK Robert R. Black, Sr. Manager of its Manager, RBG, LLC

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert R. Black, Sr. and Curt Mayer their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all registration statements filed by Casablanca Resorts, LLC, a Nevada limited-liability company, in which the undersigned holds offices, and any amendments to the registration statements, and to file any and all of the same, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signaturep	Title	Date
/s/  ROBERT R. BLACK Robert R. Black, Sr.	Manager of its Manager, RBG, LLC (Principal Executive Officer)	March 7, 2005
/s/  CURT MAYER Curt Mayer	Chief Financial Officer (Principal Financial and Accounting Officer)	March 7, 2005

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 7, 2005.

OASIS INTERVAL OWNERSHIP, LLC
By:	/s/ ROBERT R. BLACK Robert R. Black, Sr. Manager

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert R. Black, Sr. and Curt Mayer their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her in his or her name, place and stead, in any and all capacities, to sign any and all registration statements filed by Oasis Interval Ownership, LLC, a Nevada limited-liability company, in which the undersigned holds offices, and any amendments to the registration statements, and to file any and all of the same, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  ROBERT R. BLACK Robert R. Black, Sr.	Manager (Principal Executive Officer)	March 7, 2005
/s/  CURT MAYER Curt Mayer	Chief Financial Officer (Principal Financial and Accounting Officer)	March 7, 2005

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 7, 2005.

OASIS INTERVAL MANAGEMENT, LLC
By:	/s/ ROBERT R. BLACK Robert R. Black, Sr. Manager

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert R. Black, Sr. and Curt Mayer their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all registration statements filed by Oasis Interval Management, LLC, a Nevada limited-liability company, in which the undersigned holds offices, and any amendments to the registration statements, and to file any and all of the same, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  ROBERT R. BLACK Robert R. Black, Sr.	Manager (Principal Executive Officer)	March 7, 2005
/s/  CURT MAYER Curt Mayer	Chief Financial Officer (Principal Financial and Accounting Officer)	March 7, 2005

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 7, 2005.

OASIS RECREATIONAL PROPERTIES, INC.
By:	/s/ ROBERT R. BLACK Robert R. Black, Sr. President

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert R. Black, Sr. and Curt Mayer their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her in his or her name, place and stead, in any and all capacities, to sign any and all registration statements filed by Oasis Recreational Properties, Inc., a Nevada corporation, in which the undersigned holds offices, and any amendments to the registration statements, and to file any and all of the same, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  ROBERT R. BLACK Robert R. Black, Sr.	Managing Member (Principal Executive Officer)	March 7, 2005
/s/  CURT MAYER Curt Mayer	Chief Financial Officer (Principal Financial and Accounting Officer)	March 7, 2005

EXHIBIT INDEX

Index No.	Description
2.1	Agreement for Purchase and Sale or Redemption of Equity Interests dated November 22, 2004 by and among James A. Black Gaming Properties Trust, Gary W. Black Gaming Properties Trust, Michael T. Black Gaming Properties Trust, Jorco, Inc., Marcus A. Hall, James Ritchie and Barry R. Moore, Robert R. Black, Sr., Virgin River Casino Corporation and B & B B, Inc.
2.2	Agreement for Purchase and Sale or Redemption of Equity Interests dated December 9, 2004 by and among Scott M. Nielson, Robert R. Black, Sr. and B & B B, Inc.
2.3	Indenture dated as of December 20, 2004 between Virgin River Casino Corporation, RBG, LLC and B & B B, Inc., certain guarantors and The Bank of New York Trust Company, N.A. relating to Series A and Series B 9% Senior Secured Notes due 2012.
2.4	Indenture dated as of December 20, 2004 between Virgin River Casino Corporation, RBG, LLC and B & B B, Inc., certain guarantors and The Bank of New York Trust Company, N.A. relating to Series A and Series B 123/4% Senior Subordinated Discount Notes due 2012.
2.5	Form of 9% Series B Senior Secured Notes due 2012 (included as part of Indenture at Exhibit 2.3)
2.6	Form of Regulation S Global 9% Series B Senior Secured Note due 2012 (included as part of Indenture at Exhibit 2.3).
2.7	Form of 123/4% Series B Senior Subordinated Discount Notes due 2012 (included as part of Indenture at Exhibit 2.4)]
2.8	Form of Regulation S Global 123/4% Series B Senior Subordinated Discount Note due 2012 (included as part of Indenture at Exhibit 2.4).
2.9	Registration Rights Agreement dated as of December 20, 2004, by and among Virgin River Casino Corporation, RBG, LLC, B & B B, Inc., certain subsidiaries and Jefferies & Company, Inc.
2.10	Purchase Agreement dated as of December 10, 2004 by and among by and among Virgin River Casino Corporation, RBG, LLC, B & B B, Inc., certain subsidiaries, certain pledgors and Jefferies & Company, Inc.
2.11	Senior Secured Notes Security Agreement dated December 20, 2004, by and among Virgin River Casino Corporation, RBG, LLC, B & B B, Inc., certain subsidiaries and The Bank of New York Trust Company, N.A., as collateral agent.
2.12	Parent Pledge Agreement dated December 20, 2004 by R. Black, Inc. and The Robert R. Black, Sr. Gaming Properties Trust in favor of The Bank of New York Trust Company, N.A., as collateral agent.
2.13	Trademark Security Agreement dated December 20, 2004, by and among Virgin River Casino Corporation, RBG, LLC, B & B B, Inc., certain subsidiaries and The Bank of New York Trust Company, N.A.
2.14	Credit Agreement dated December 20, 2004, by and among Virgin River Casino Corporation, RBG, LLC, B & B B, Inc., certain subsidiaries, Wells Fargo Foothill, Inc. as the arranger and administrative agent and the other lending parties thereto.
2.15	Security Agreement dated December 20, 2004 B & B B, Inc., Casablanca Resorts, LLC, Oasis Interval Management, LLC, Oasis Interval Ownership, LLC, Oasis Recreational Properties, Inc., RBG, LLC and Virgin River Casino Corporation and Wells Fargo Foothill, Inc., as agent.

2.16	Parent Pledge Agreement dated December 20, 2004 by and among Robert R. Black, Sr., The Robert R. Black, Sr. Gaming Properties Trust, R. Black, Inc. in favor of Wells Fargo Foothill Inc.
2.17	Trademark Security Agreement dated December 20, 2004 by and among B & B B, Inc., RBG, LLC, Virgin River Casino Corporation, certain subsidiaries and Wells Fargo Foothill, Inc.
2.18	Bailee Agreement dated December 20, 2004 by and among Wells Fargo Foothill, Inc., The Bank of New York Trust Company, N.A., Nevada Title Company, Robert R. Black, Sr., R. Black, Inc. and Virgin River Casino Corporation.
2.19	Intercompany Subordination Agreement dated December 20, 2004 by and among B & B B, Inc., RBG, LLC, Virgin River Casino Corporation, certain subsidiaries and Wells Fargo Foothill, Inc.
2.20	Intercreditor and Lien Subordination Agreement dated December 20, 2004 by and among B & B B, Inc., RBG, LLC, Virgin River Casino Corporation, certain subsidiaries and Wells Fargo Foothill, Inc., Wells Fargo Foothill, Inc. and The Bank of New York Trust Company, N.A.
2.21	Leasehold and Fee Deed of Trust, Security Agreement and Fixture Filing with Assignment of Rents (Nevada) dated as of December 20, 2004 and made by Virgin River Casino Corporation, RBG, LLC, Casablanca Resorts, LLC and Oasis Interval Ownership, LLC to Nevada Title Company, as trustee, for the benefit of The Bank of New York Trust Company, N.A.
2.22	Leasehold and Fee Deed of Trust, Security Agreement and Fixture Filing with Assignment of Rents (Arizona) dated as of December 20, 2004 and made by Oasis Recreational Properties, Inc. to Transnation Title Insurance Company, as trustee, for the benefit of The Bank of New York Trust Company, N.A.
2.23	Leasehold and Fee Deed of Trust, Fixture Filing with Assignment of Rents and Leases, and Security Agreement (Nevada) dated as of December 20, 2004 and made by and from RBG, LLC, Virgin River Casino Corporation, Casablanca Resorts, LLC, B & B B, Inc., and Oasis Interval Ownership, LLC to Nevada Title Company, as trustee, for the benefit of Wells Fargo Foothill, Inc.
2.24	Leasehold and Fee Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing (Arizona) dated as of December 20, 2004 and made by and from Oasis Recreational Properties, Inc. to Transnation Title Insurance Company, as trustee, for the benefit of Wells Fargo Foothill, Inc.
2.25	Assignment of Entitlements, Contracts, Rents and Revenues (Nevada) dated December 16, 2004 by and between Virgin River Casino Corporation, RBG, LLC, Casablanca Resorts, LLC, Oasis Interval Ownership, LLC, B & B B, Inc. and The Bank of New York Trust Company, N.A.
2.26	Assignment of Entitlements, Contracts, Rents and Revenues (Arizona) dated December 16, 2004 by and between Oasis Recreational Properties, Inc. and The Bank of New York Trust Company, N.A.
2.27	Assignment of Entitlements, Contracts, Rents and Revenues (Nevada) dated December 20, 2004 and made by and between Virgin River Casino Corporation, RBG, LLC, Casablanca Resorts, LLC, B & B B, Inc. and Oasis Interval Ownership, LLC and Wells Fargo Foothill, Inc.
2.28	Assignment of Entitlements, Contracts, Rents and Revenues (Arizona) dated December 20, 2004 and made by and between Oasis Recreational Properties, Inc. and Wells Fargo Foothill, Inc.
2.29	Collateral Assignment of Notes and Deeds of Trust dated December 16, 2004 by and between Oasis Interval Ownership, LLC and The Bank of New York Trust Company, N.A.
2.30	Collateral Assignment of Notes and Deeds of Trust dated December 20, 2004 by and between Oasis Interval Ownership, LLC and Wells Fargo Foothill, Inc.

2.31	Estoppel Certificate Consent and Agreement dated December 20, 2004 by River View Limited Liability Company and RBG, LLC, for the benefit of The Bank of New York, as collateral agent, and Wells Fargo Foothill, Inc., as arranger and administrative agent.
3.10	Articles of Incorporation of Virgin River Casino Corporation filed July 1, 1988.
3.11	Amended and Restated Articles of Organization of RBG, LLC filed April 24, 1997.
3.12	Amended Articles of Incorporation of B & B B, Inc. filed October 3, 1990.
3.13	Articles of Organization of Casablanca Resorts, LLC filed February 6, 2001.
3.14	Articles of Organization of Oasis Interval Ownership, LLC filed May 31, 2001.
3.15	Articles of Organization of Oasis Interval Management, LLC filed May 31, 2001.
3.16	Articles of Incorporation of Oasis Recreational Properties, Inc. filed May 23, 2001.
3.20	By-laws of Virgin River Casino Corporation adopted July 14, 1988.
3.21	Operating Agreement of RBG, LLC adopted March 17, 1997.
3.22	By-laws of B & B B, Inc. adopted December 8, 1989.
3.23	Operating Agreement of Casablanca Resorts, LLC adopted May 31, 2001.
3.24	Operating Agreement of Oasis Interval Ownership, LLC adopted June 13, 2001.
3.25	Operating Agreement of Oasis Interval Management, LLC adopted June 6, 2001.
3.26	By-laws of Oasis Recreational Properties, Inc. adopted June 13, 2001.
5.1	Opinion of Kummer Kaempfer Bonner & Renshaw
12.1	Computation of Ratio of Earnings to Fixed Charges
21.1	Subsidiaries of CasaBlanca Resorts
23.1	Consent of Ernst & Young, LLP, Independent Registered Public Accounting Firm
23.2	Consent of Kummer Kaempfer Bonner & Renshaw (included in Exhibit 5.1)
24.1	Powers of Attorney (included on the signature pages of this registration statement)
25.1	Statement of Eligibility of Trustee on Form T-1 (9% Senior Secured Notes due 2012)
25.2	Statement of Eligibility of Trustee on Form T-1 (123/4% Senior Subordinated Discount Notes due 2013)
99.1	Form of Letter of Transmittal (9% Senior Secured Notes due 2012)
99.2	Form of Letter of Transmittal (123/4% Senior Subordinated Discount Notes due 2013).

QuickLinks

TABLE OF ADDITIONAL REGISTRANTS
WHERE YOU CAN FIND MORE INFORMATION
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
NON-GAAP FINANCIAL MEASURES
TRADEMARKS
FORWARD LOOKING STATEMENTS
PROSPECTUS SUMMARY
CasaBlanca Resorts
The Transactions
Summary of the Terms of the Notes
Risk Factors
Summary Combined Financial Data
RISK FACTORS
Risks Related to this Offering and the Notes
Risks Related to Our Business
USE OF PROCEEDS
CAPITALIZATION
SELECTED COMBINED FINANCIAL DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
REGULATION AND LICENSING
MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DESCRIPTION OF OTHER INDEBTEDNESS
THE EXCHANGE OFFER
DESCRIPTION OF NOTES
DESCRIPTION OF SENIOR NOTES
DESCRIPTION OF SENIOR SUBORDINATED NOTES
BOOK-ENTRY PROCEDURES, DELIVERY, FORM, TRANSFER AND EXCHANGE
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
INDEX TO COMBINED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
B & B B, Inc. (doing business as Virgin River Hotel/Casino/Bingo), Virgin River Casino Corporation, CasaBlanca Resorts, LLC (doing business as Oasis Resort & Casino) and RBG, LLC (doing business as CasaBlanca Resort/Casino/Golf/Spa) Combined Balance Sheets December 31, 2002 and 2003 and September 30, 2004 (unaudited) (in thousands)
B & B B, Inc. (doing business as Virgin River Hotel/Casino/Bingo), Virgin River Casino Corporation, CasaBlanca Resorts, LLC (doing business as Oasis Resort & Casino) and RBG, LLC (doing business as CasaBlanca Resort/Casino/Golf/Spa) Combined Statements of Income and Comprehensive Income Years Ended December 31, 2001, 2002 and 2003 and Nine Months Ended September 30, 2003, and 2004 (unaudited) (in thousands)
B&BB, Inc. (doing business as Virgin River Hotel/Casino/Bingo), Virgin River Casino Corporation, CasaBlanca Resorts, LLC (doing business as Oasis Resort & Casino) and RBG, LLC (doing business as CasaBlanca Resort/Casino/Golf/Spa) Combined Statements of Cash Flows Years Ended December 31, 2001, 2002 and 2003 and Nine Months Ended September 30, 2003 and 2004 (unaudited) (in thousands)
B&BB, Inc. (doing business as Virgin River Hotel/Casino/Bingo), Virgin River Casino Corporation, CasaBlanca Resorts, LLC (doing business as Oasis Resort & Casino) and RBG, LLC (doing business as CasaBlanca Resort/Casino/Golf/Spa) Combined Statements of Retained Earnings and Accumulated Other Comprehensive Loss Years Ended December 31, 2001, 2002 and 2003 and Nine Months Ended September 30, 2004 (unaudited) (in thousands)
B & B B, Inc. (doing business as Virgin River Hotel/Casino/Bingo), Virgin River Casino Corporation, CasaBlanca Resorts, LLC (doing business as Oasis Resort & Casino) and RBG, LLC (doing business as CasaBlanca Resort/Casino/Golf/Spa) Notes to Combined Financial Statements
Applicable Margin Table
TABLE OF CONTENTS
PART II INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. Indemnification of Directors and Officers
ITEM 21. Exhibits and Financial Statement Schedules
ITEM 22. Undertakings

SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX

EX-2.1

Exhibit 2.1

AGREEMENT FOR PURCHASE AND SALE OR REDEMPTION
OF EQUITY INTERESTS

DATED NOVEMBER 22, 2004

BY AND AMONG

JAMES A. BLACK GAMING PROPERTIES TRUST, GARY W. BLACK GAMING PROPERTIES
TRUST, MICHAEL T. BLACK GAMING PROPERTIES TRUST, JORCO, INC.,
MARCUS A. HALL, JAMES RITCHIE AND BARRY R. MOORE,

AS SELLERS,

AND

ROBERT R. BLACK, SR., VIRGIN RIVER CASINO CORPORATION AND B& BB, INC.

AS PURCHASER

AGREEMENT FOR PURCHASE AND SALE OR REDEMPTION
OF EQUITY INTERESTS

THIS AGREEMENT is made as of November      , 2004 by and among Robert R. Black, Sr., and/or his Permitted Designee (hereinafter defined) (“Randy Black”), Virgin River Casino Corporation, a Nevada corporation (“VRCC^”) and B & BB, Inc., a Nevada corporation (“B & BB”) (collectively, Randy Black, VRCC and B & BB are sometimes collectively referred to as “Purchaser”), having an address at 911 North Buffalo, Suite 211, Las Vegas, Nevada 89128, and each of James A. Black Gaming Properties Trust (“JB”), Gary W. Black Gaming Properties Trust (“GB”), and Michael T. Black Gaming Properties Trust (“MB”; and together with JB and GB, the “Black Brothers Trusts”), each having an address c/o Scott Y. MacTaggart, Esquire, Beckley Singleton, Chtd., 530 Las Vegas Boulevard South, Las Vegas, Nevada 89101, and Jorco, Inc., a Nevada corporation (“Jorco”), James Ritchie (^“JR”), Barry R. Moore (“BM”), John O’Reilly (“JOR”) and Rene E. O’Reilly (“ROR”; and together with JOR, the “O’Reillys”), each having an address c/o Thomas W. Dollinger, Esquire, Proskauer Rose LLP, 2049 Century Park East, Suite 3200, Los Angeles, California 90067 and Marcus A. Hall (“MH”), having an address at 430 Bannock, Mesquite, Nevada 89207 and Glenn Teixeira (^“Non-Seller”), having an address at 776 Thompson, Nipomo, California 86401 (all such parties sometimes collectively referred to as the “Parties” and individually as a “Party”).

R E C I T A L S

A.Each of the Black Brothers Trusts, Jorco, JR and BM (collectively, “Original Sellers”) is party to that certain Letter of Intent (the “Original LOI”) dated October 22, 2004 pursuant to which Randy Black offered to purchase or cause to be redeemed from Original Sellers, all of their respective stock, membership or other equity interests of any type (the “Original Sellers’ Equity Interests”) held by any of them, whether directly or indirectly, in VRCC, B & BB and RBG, LLC, a Nevada limited liability company (“RBG”) (collectively, the “Companies^”).  The Original LOI contemplates that MH would be a “Non-Seller”, but subsequent to the execution of the Original LOI by Original Sellers, MH determined to sell his Equity Interest in the Companies to Purchaser.  The Parties acknowledge that James A. Black, Gary W. Black and Michael T. Black (collectively, the ^“Black Brothers^”) signed the Original LOI as equitable owners of the Equity Interests held by their respective trusts, namely JB, GB and MB, with the intent that J13, GB and MB be bound by its terms.

B.MH is party to that certain Letter of Intent (the “MH LOI”; and together with the Original LOI, the “LOIs”) executed as of November 3, 2004 pursuant to which Purchaser offered to purchase or cause to be redeemed from MH (together with Original Sellers, collectively referred to as “Sellers” and individually as a “Seller”), all of his stock, membership or other equity interests of any type (such equity interests, together with Original Sellers’ Equity Interests, the ^“Equity Interests”) held by him, whether directly or indirectly, in the Companies.  MH and the Original Sellers are collectively referred to as ^“Sellers” and individually as a “Seller”.

C.Purchaser desires to purchase or cause to be redeemed all of the outstanding Equity Interests from Sellers and Sellers desire to sell such Equity Interests to Purchaser, or permit the redemption thereof, in either case on the terms and subject to the conditions contained in this Agreement.

D.The Parties enter this Agreement intending that this Agreement shall constitute the “Purchase Agreement^” contemplated by the LOIs.

A G R E E M E N T S

NOW, THEREFORE, inconsideration of the promises contained herein and good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I
Purchase and Sale or Redemption of Equity Interests;
Closing and Manner of Payment

1.1Agreement to Purchase and Sell or Redeem Equity Interests.  On the terms and subject to the conditions contained in this Agreement, Purchaser shall purchase from Sellers, and Sellers shall sell to Purchaser, and Purchaser shall cause to be redeemed all of the outstanding Equity Interests (the “Acquisition”), free and clear of all options, proxies, voting trusts, voting agreements, judgments, pledges, charges, escrows, rights of first refusal or first offer, mortgages, indentures, claims, transfer restrictions, liens, equities, encumbrances, security interests and other encumbrances of every kind and nature whatsoever, whether arising by agreement, operation of law or otherwise (collectively, “Claims”).  The Equity Interests of each Seller in each of the Companies are set forth in Exhibit A attached hereto.  The Acquisition shall be structured in the following manner:

(a)B&BB shall redeem all of the outstanding Equity Interests of each Seller in B & BB;

(b)VRCC shall redeem all of the outstanding Equity Interests of each Seller in VRCC; and

(c)VRCC shall purchase all of the outstanding Equity Interests of each Seller in RBG.

For all purposes hereunder, the transactions described in subsections (a) and (b), above, shall be deemed to occur simultaneously, followed immediately by the transactions described in subsection (c).  Notwithstanding the foregoing, Sellers agree to cooperate in any reasonable change in the overall transaction structure as to the Equity Interests in one or more of the Companies (determined on a Company-by-Company basis), provided that if such change would adversely affect the after-tax financial impact of the Acquisition to any Seller, or reduce, directly or indirectly, the purchase price to be paid to any Seller, then Purchaser shall increase the Purchase Price payable to any Seller so affected in an amount sufficient to offset and eliminate such adverse effect.

1.2Purchase Price.  The aggregate purchase price of the Equity Interests shall be equal to One Hundred One Million One Hundred Three Eight Hundred Thirty-Three and No/100 Dollars ($101,103,833) (the “Purchase Price”).  The Purchase Price shall be allocated among Sellers and their respective Equity Interests as set forth in Exhibit B attached hereto.

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1.3Manner of Payment of Purchase Price; Deposits.

(a)The Purchase Price shall be paid or satisfied at the later of January 3, 2005 or the Closing (as hereinafter defined) by wire transfer of immediately available funds to such bank account or accounts as each Seller shall designate by written notice delivered to Purchaser not later than five (5) business days prior to the Closing.  The failure of any Seller to provide such written notice in a timely fashion shall be deemed an agreement by said Seller that the Escrow Agent (as hereinafter defined) may receive and hold for such Seller such Seller’s portion of the Purchase Price.  If Purchaser shall so wire transfer the Purchase Price and such wire transfer shall be received, Purchaser shall have no responsibility for the disbursement thereof from said account or accounts to any Seller.  If Closing occurs prior to January 3, 2005, Purchaser agrees to escrow the Purchase Price (net of all costs and expenses payable by Sellers hereunder) with the Escrow Agent, and Sellers shall not be entitled to receipt of said net Purchase Price until January 3, 2005.  Sellers shall nonetheless complete Closing on the Closing Date, and release of such escrow to Sellers (in accordance with the allocation provided herein) shall not be subject to any conditions other than the passage of time.  Notwithstanding other provisions in this paragraph to the contrary with respect to the escrow of the Purchase Price until January 3, 2005 (in the event that Closing shall occur prior to such date), each Seller shall be entitled to elect to not have Purchase Price funds so escrowed until January 3, 2005, by providing notice of such election pursuant to Section 11.3 hereof within seven (7) days of execution of this Agreement, in which case the Purchase Price shall be paid at Closing.

(b)Purchaser has deposited the sum of Two Million and No/100 Dollars ($2,000,000.00) (“Earnest Money Deposit”) into an interest bearing escrow account with Nevada Title Company (“Escrow Agent”), account number 04-09-2387-DTL, of which Earnest Money Deposit, One Million and No/100 Dollars ($1,000,000.00) is nonrefundable to Purchaser except on nonperformance or default by any of Sellers pursuant to an Escrow Agreement in the form of Exhibit G among Sellers, Purchaser and Escrow Agent.  The balance of the Earnest Money Deposit shall automatically become nonrefundable, except on nonperformance or other default by any of Sellers, on the date that is forty-five (45) days after the date hereof.  The Earnest Money Deposit, and interest which has accrued thereon, shall be credited towards the Purchase Price and released from escrow to Sellers as provided in Section 1.3(a), or the sooner termination of this Agreement, in accordance with the terms hereof, as and to the extent permitted under the Gaming Laws (hereinafter defined).

1.4Adjustment to the Purchase Price.  At Closing, the allocable portion of the Purchase Price payable to each Seller shall be reduced in accordance with the terms of Section 11.1, below.

1.5Manner of Delivery of Equity Interests.  At the Closing, Sellers shall deliver to Purchaser such assignments and certificates evidencing the Equity Interests (together with all rights then or thereafter attaching thereto), including stock certificates duly endorsed in blank, or accompanied by valid stock powers duly executed in blank, in proper form for transfer, as Purchaser or Purchaser’s counsel may reasonably require.  To the extent any such certificate cannot be located or was never issued, a replacement stock certificate shall be issued by the applicable Company upon receipt of a declaration by a Seller as to such Seller^’s loss or non-receipt of such certificate.

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1.6Time and Place of Closing; Extensions.

(a)Subject to the provisions of Section 1.3(a) regarding payment of the Purchase Price, the transaction contemplated by this Agreement shall be consummated (the “Closing^”) at 10:00 a.m., prevailing business time, at the offices of Escrow Agent on (or upon ten (10) days’ written notice to Sellers from Purchaser, before) the date that is ninety (90) days after the date hereof (or the next business day if such date is a weekend or legal holiday) (the “Original Closing Date”), or on such later date as may be allowed under Section 1.6(b), below, or on such other date, or at such other place, as shall be agreed upon by Sellers and Purchaser.  The date on which the Closing shall occur is referred to in this Agreement as the “Closing Date”.  If the Closing shall occur, it shall be deemed to be effective as of 12:01 a.m., prevailing time at the place of Closing on the Closing Date.  From and after the Closing Date, Sellers shall have no interest in the Companies or the business relationships among Purchaser and Non-Seller.

(b)The Closing Date may, at Purchaser^’s option, be extended for up to three (3) additional periods of thirty (30) days each after the Original Closing Date, provided that in each such case, Purchaser’s extension election must be received by Sellers prior to the Original Closing Date, or extended Closing Date, as applicable, and must be accompanied by evidence of Purchaser’s payment to Escrow Agent of an additional nonrefundable (except in the case of default or nonperformance by any Seller hereunder) Earnest Money Deposit of One Million and No/100 Dollars ($1,000,000.00) in each case paid prior to the Original Closing Date, or extended Closing Date, as applicable.  Each notice of extension shall be provided in accordance with Section 11.3, below.  Such additional deposits and accrued interest, if any, shall be applied at Closing against the Purchase Price and shall otherwise be disposed of together with and as part of the Earnest Money Deposit.  In no event will the total of all such extensions exceed ninety (90) days after the Original Closing Date.

(c)If the Acquisition has not closed on or before the Original Closing Date or any extension thereof, as applicable, then this Agreement shall terminate and the nonrefundable portion of the Earnest Money Deposit shall immediately be paid to Sellers as liquidated damages, subject to gaming regulatory approval (if required), unless the failure to close is the result of nonperformance or default by Sellers.

(d)From and after Closing, Sellers shall have no interest in the Companies (including each subsidiary and affiliate of the Companies) or the business relationships among Purchaser and the Non-Seller.

1.7Excluded Assets.  Notwithstanding anything contained herein to the contrary, the Parties agree that certain of the assets of VRCC listed on Exhibit C attached hereto (the “Excluded Assets”) are not intended to be included in the Acquisition.  Therefore, prior to Closing or as soon thereafter as may be reasonably practicable, VRCC will transfer ownership of the Excluded Assets to an entity or entities having an ownership structure substantially the same as VRCC prior to the Acquisition.  The Parties intend that their relative beneficial ownership interests in the Excluded Assets will remain unchanged by the Acquisition, and will cooperate to achieve that goal in a mutually agreeable manner.  Notwithstanding the foregoing, no transaction contemplated by this Section 1.7 shall be a condition to Closing or otherwise have any impact on the timing of Closing.

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1.8Satisfaction of Credit Obligations.

(a)Notwithstanding anything contained herein to the contrary, the Parties acknowledge and agree that the existing secured credit facility provided to the Companies by Bank of America, N.A., Wells Fargo, N.A., and certain other lenders, as the same may have been modified through the Closing Date, including as modified by any forbearance agreement (the “Credit Facility”), will be paid in full prior to the Closing by the Companies; provided however, that such payment and satisfaction will not alter the Purchase Price payable hereunder.

(b)Notwithstanding anything contained herein to the contrary, the Parties acknowledge and agree that the existing note payable by VRCC to JB in the principal amount of Two Million and No/100 Dollars ($2,000,000.00) will be paid in full prior to the Closing by VRCC; however, such payment and satisfaction will not alter the Purchase Price payable hereunder.

1.9Joinder by Non-Seller; Joinder by the O’Reillys; Separate Agreement with Scott Nielson.

(a)The Parties acknowledge and agree that Non-Seller is the owner of Equity Interests in RBG, but is not a Seller.  Non-Seller has joined in the execution of this Agreement to indicate his consent to the Acquisition, to acknowledge his waiver of certain rights as detailed in Section 3.2(a) and to confirm his election not to participate in the Acquisition.  The Non-Seller shall have no claim to or interest in the Purchase Price.

(b)The O’Reillys have joined in the execution of this Agreement to indicate their consent to the Acquisition solely in their capacity as the sole shareholders, officers and directors of Jorco and to acknowledge their waiver of certain rights as detailed in Section 3.2(a).

(c)This Agreement shall be conditioned on the execution and delivery, within ten (10) calendar days after the date hereof, of a separate binding purchase agreement between Scott Nielson, Esquire and Purchaser for the sale and purchase of Scott Nielson’s entire interest in B&BB, at a price no greater than Two Hundred Eighty-Nine Thousand Two Hundred Fifty-Six and No/100 Dollars ($289,256.00), and on terms substantially identical to those set forth herein; provided, however, that Purchaser may, in its sole discretion, waive such condition by written notice of such waiver delivered to Sellers within one (1) business day after the conclusion of the 10-day period.  Copies of any such purchase agreement entered into between Scott Nielson and Purchaser will be provided by Purchaser to Sellers immediately upon execution.

ARTICLE II
Representations and Warranties

2.1General Statement.  The Parties make the representations and warranties to each other which are set forth in this Article II.  All such representations and warranties and all representations and warranties which are set forth elsewhere in this Agreement and in any financial statement, exhibit or document delivered by a Party to another Party pursuant to this Agreement or in connection herewith shall survive the Closing (and none shall merge into any instrument of conveyance), regardless of any investigation or lack of investigation by any of the Parties.  No specific representation or warranty shall limit the generality or applicability of a

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more general representation or warranty.  Representations and warranties of the Parties are initially made as of the date hereof.

2.2Representations and Warranties of Purchaser.

2.2.1Randy Black, represents and warrants to Sellers as follows:

(a)Randy Black is an individual of legal age resident in the State of Nevada.

(b)Randy Black has full power and authority to enter into and perform this Agreement.  This Agreement has been duly executed and delivered by Randy Black, and constitutes a valid and legally binding obligation of Randy Black, enforceable against Randy Black in accordance with its terms (except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies).

(c)Except for filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), and the Nevada Gaming Control Act and the rules and regulations of the City of Mesquite and the Clark County Liquor and Gaming Licensing Board (together, “Gaming Laws”), as amended, no consent, authorization, order or approval of, or filing or registration with, any governmental commission, board or other regulatory body of the United States or any state or political subdivision thereof is required for or in connection with the consummation by Randy Black of the transaction contemplated hereby.

(d)Neither the execution and delivery of this Agreement by Randy Black, nor the consummation by Randy Black of the transaction contemplated hereby, will conflict with or result in a breach of any of the terms, conditions or provisions of any statute or administrative regulation, or of any order, writ, injunction, judgment or decree of any court or governmental authority or of any arbitration award to which Randy Black is subject or by which Randy Black is bound.

(e)Except for documents executed in connection with the Credit Facility, Randy Black is not a party to any unexpired, undischarged or unsatisfied written or oral contract, agreement, indenture, mortgage, debenture, note or other instrument under the terms of which performance by Randy Black according to the terms of this Agreement will be a default or an event of acceleration, or grounds for termination, or require any consent or notice or whereby timely performance by Randy Black according to the terms of this Agreement may be prohibited, prevented or delayed.

(f)Neither Randy Black, nor any of his Affiliates (as defined below) has dealt with any person or entity who is or may be entitled to a broker’s commission, finder’s fee, investment banker’s fee or similar payment for arranging the transaction contemplated hereby or introducing the Parties to each other, that would be payable by any of Sellers.  As used herein, an “Affiliate^” is any person or entity which controls a Party or the Companies, which that Party or the Companies control, or which is under common control with that Party or the Companies.  For purposes of the preceding sentence, the term “control” means the power, direct or indirect, to direct or cause the direction of the management and policies of a

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person or entity through voting securities, contract or otherwise.  In the case of any of Sellers, the term Affiliate shall include the O’Reillys.

(g)Randy Black is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and is acquiring the Equity Interests for his own account for investment and with no present intention of distributing or reselling such shares or any part thereof in any transaction which would constitute a “distribution^” within the meaning of the Securities Act.  Randy Black understands that the Equity Interests have not been registered under the Securities Act or any state securities laws and are being transferred to Randy BIack, in part, in reliance on the foregoing representation.

2.2.2VRCC and B&BB (the ^“Purchaser Companies”), represent and warrant to Sellers as follows:

(a)Each of the Purchaser Companies is duly organized, existing and in good standing under the laws of its jurisdiction of incorporation or formation.  The execution and delivery of this Agreement by it and the performance by it of all of its obligations under this Agreement have been duly approved prior to the date of this Agreement by all requisite action of its board of directors or equivalent governing body.  The approval of its shareholders or such approval as is required under its constituent documents for it to execute this Agreement or consummate the transaction contemplated hereby has been duly given.  This Agreement has been duly executed and delivered by it.  Neither the execution and delivery of this Agreement by the Purchaser Companies, nor the consummation by them of the transaction contemplated hereby, will conflict with or constitute a breach of any of the terms, conditions or provisions of their respective Certificate or Articles of Incorporation or Formation, by-laws, or other governing or organizational documents, as the case may be.

(b)Each of the Purchaser Companies has full power and authority to enter into and perform this Agreement.  This Agreement has been duly executed and delivered by the Purchaser Companies, and constitutes a valid and legally binding obligation of the Purchaser Companies, enforceable against the Purchaser Companies in accordance with their terms (except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies).

(c)Except for filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), and the Nevada Gaming Control Act and the rules and regulations of the City of Mesquite and the Clark County Liquor and Gaming Licensing Board (together, “Gaming Laws”), as amended, no consent, authorization, order or approval of, or filing or registration with, any governmental commission, board or other regulatory body of the United States or any state or political subdivision thereof is required for or in connection with the consummation by the Purchaser Companies of the transaction contemplated hereby.

(d)Neither the execution and delivery of this Agreement by the Purchaser Companies, nor the consummation by the Purchaser Companies of the transaction contemplated hereby, will conflict with or result in a breach of any of the terms, conditions or provisions of any statute or administrative regulation, or of any order, writ, injunction, judgment

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or decree of any court or governmental authority or of any arbitration award to which the Purchaser Companies are subject or by which the Purchaser Companies are bound.

(e)Except for documents executed in connection with the Credit Facility, the Purchaser Companies are not a party to any unexpired, undischarged or unsatisfied written or oral contract, agreement, indenture, mortgage, debenture, note or other instrument under the terms of which performance by the Purchaser Companies according to the terms of this Agreement will be a default or an event of acceleration, or grounds for termination, or require any consent or notice or whereby timely performance by the Purchaser Companies according to the terms of this Agreement may be prohibited, prevented or delayed.

2.3Individual and Several Representations and Warranties of Sellers.  Each of Sellers, individually, represents and warrants to Purchaser as follows in each case severally and only with respect to such Seller:

(a)Such Seller owns the Equity Interests in the respective Companies as set forth opposite his or its name in Exhibit A, free and clear of all Claims other than rights of first refusal arising under the Operating Agreement of RBG and/or its subsidiaries.  Such Seller has not granted or created, and such Seller does not claim that the Companies have granted or created in favor of such Seller, any outstanding subscriptions, options, warrants, rights (including preemptive rights), calls, convertible securities or other agreements or commitments of any character in favor of or relating to the Equity Interests of such Seller.  The Parties acknowledge and agree that to the extent any such rights existed in any Seller or Non-Seller, such Parties have waived and released any such rights under Section 3.2(a).

(b)Except for filings under the HSR Act and the Gaming Laws, no consent, authorization, order or approval of, or filing or registration with, any governmental commission, board or other regulatory body of the United States or any state or political subdivision thereof is required for or in connection with the consummation by such Seller of the transaction contemplated hereby.

(c)Such Seller has not entered into any agreement or commitment on behalf of the Companies.  Purchaser acknowledges that the Black Brothers Trusts have participated and shall participate, to varying degrees, in the management of the Companies through Closing and agrees that agreements, obligations, and liabilities arising or occurring in the ordinary course are excepted from applicability of the immediately preceding sentence.

(d)To the best of each such Seller’s knowledge, such Seller is not a party to, or bound by, any unexpired, undischarged or unsatisfied written or oral contract, agreement, indenture, mortgage, debenture, note or other instrument under the terms of which performance by such Seller according to the terms of this Agreement will be a default or an event of acceleration, or grounds for termination, or whereby timely performance by such Seller of this Agreement may be prohibited, prevented or delayed.

(e)Such Seller does not have or claim any ownership interest in or license or other right to use any assets or properties used in the operation of the businesses of the Companies, or located at any business property of the Companies.

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(f)Such Seller has not taken any actions which were calculated to dissuade, or had the effect of dissuading, any present employees, representatives or agents of the Companies from continuing an association with the Companies after Closing.

(g)Neither such Seller nor any of his or its Affiliates has entered into any agreement or commitment with any person, firm or corporation entitling them to a broker^’s commission, finder’s fee, investment banker^’s fee or similar payment for arranging the transaction contemplated hereby or introducing the Parties to each other.

(h)Such Seller has full power and authority to execute and perform this Agreement.

(i)If such Seller is a corporation or a trust (a ^“Seller Entity”), such Seller Entity is duly organized, existing and in good standing under the laws of its jurisdiction of incorporation or formation.  The execution and delivery of this Agreement by it and the performance by it of all of its obligations under this Agreement have been duly approved prior to the date of this Agreement by all requisite action of its board of directors or equivalent governing body.  The approval of its shareholders or such approval as is required under its constituent documents for it to execute this Agreement or consummate the transaction contemplated hereby has been duly given.  This Agreement has been duly executed and delivered by it.  Neither the execution and delivery of this Agreement by such Seller Entity, nor the consummation by it of the transaction contemplated hereby, will conflict with or constitute a breach of any of the terms, conditions or provisions of its Certificate or Articles of Incorporation, by-laws, or other governing or organizational documents, as the case may be.

(j)This Agreement has been duly executed and delivered by such Seller or a duly authorized officer of such Seller, as the case may be, and constitutes a valid and legally binding obligation of such Seller, enforceable against such Seller in accordance with its terms (except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies).

ARTICLE III
Conduct Prior to the Closing

3.1General.  Sellers and Purchaser shall have the rights and obligations with respect to the period between the date hereof and the Closing Date which are set forth in the remainder of this Article III.

3.2Sellers’ and Non-Seller’s Obligations.  The following are Sellers’ and Non-Seller’s obligations:

(a)Each Seller and Non-Seller hereby waives and releases, until the date of any termination of this Agreement (the “Termination Date^”), any right of first refusal or similar right such Party may have with respect to the Acquisition pursuant to or arising under any agreements by or among any of Purchaser, Sellers, Non-Seller or their principals and affiliates, or the constituent documents of any of the Companies.  If Closing is completed prior to any termination hereof, the referenced waiver and release shall survive Closing hereunder.

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(b)Each Seller and Non-Seller shall not disclose to any third party (other than to its directors, officers, employees, agents, attorneys, consultants, accountants and lenders, and the officers, directors and employees of Seller’s Affiliates, having a need to know such information in connection with the transaction contemplated hereby), or use for any purpose other than evaluating and carrying out the transaction contemplated hereby, any Confidential Information regarding the Companies, which information was obtained from any of Sellers or the Companies.  Intending that the term shall be broadly construed to include anything protectible under the Nevada Trade Secrets Act or other applicable law, “Confidential Information^” means all information, and all documents and other tangible items which record information, which at the time or times concerned is protectible as a trade secret under applicable law, including, without limitation, the following especially sensitive types of information with respect to the Companies:

(i)product development and marketing plans and strategies;

(ii)unpublished drawings, manuals, know-how, research in progress, and the like;

(iii)the identity, purchase and payment patterns of, and special relations with, customers;

(iv)the identity, net prices and credit terms of, and special relations with, suppliers; and

(v)proprietary software and business records.

Purchaser acknowledges that the Black Brothers Trusts participate to varying degrees in the management of the Companies and agrees that Confidential Information disseminated in continued management activities in the ordinary course through Closing shall be excepted from this Section 3.2(b).

The preceding portions of this subsection (b) shall not apply to information (i) which was in the public domain or independently received from a third party with a right to disclose such information, or (ii) to the extent that disclosure is required by law.  Seller shall advise Purchaser of any request, including a subpoena or similar legal inquiry, to disclose any such Confidential Information, so that Purchaser or the Companies can seek appropriate legal relief.

(c)Sellers shall cooperate with Purchaser (including without limitation delivery of all corporate or limited liability company authorizations) using their commercially reasonable good faith efforts in connection with Purchaser’s and/or the Companies^’ pursuing and obtaining (i) all consents and approvals specified by Purchaser to the consummation of the transaction contemplated hereby under the HSR Act and the Gaming Laws and (ii) financing for the Acquisition.

3.3Purchaser’s Obligations.  The following are Purchaser^’s obligations:

(a)Purchaser shall use its commercially reasonable good faith efforts to secure financing at Closing from its lender(s).

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(b)Consistent with current practice, and to the extent allowed under the Credit Facility, Purchaser shall allow and continue to cause the Companies to make “tax payment^” distributions to Sellers in a manner designed to ensure that Sellers shall have such funds available at such time as Sellers are required to make payment to the appropriate taxing authority.

(c)Purchaser agrees to give periodic updates to Sellers, not less frequently than every seven (7) calendar days, on the status of Purchaser’s financing for the Acquisition, which is anticipated to involve the issuance of secured notes.  Such updates may be in writing, or by telephone conference call with reasonable advance notice to Sellers, but shall be in writing at least once every 30 days.  Sellers (for themselves and their agents and advisors) agree to hold all information disclosed in such periodic updates in strict confidence.  Sellers agree further that Purchaser shall have no liability to any of them for any inaccurate or mistaken information in, or omission from, any such updates, so long as the same was included or omitted in good faith.  Within two (2) business days of any reasonable request therefor, Purchaser will provide to Sellers copies of any documents relating to such financing as may be in Purchaser’s possession or control and not otherwise required by Purchaser’s underwriter(s) to be held confidential from Sellers.  Further, Purchaser will respond reasonably to Seller’s questions with respect to such financing.

3.4Joint Obligations.  The following shall apply with equal force to Sellers, on the one hand, and Purchaser, on the other hand:

(a)Each of the Parties shall use commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate the transaction contemplated hereby as soon as reasonably practicable.

(b)Each Party shall promptly give the other Party written notice of the existence or occurrence of any condition or occurrence which would make any representation or warranty herein contained of either Party untrue or which might reasonably be expected to prevent the consummation of the transaction contemplated hereby.

(c)No Party shall intentionally perform any act which, if performed, or intentionally omit to perform any act which, if omitted to be performed, would prevent or excuse the performance of this Agreement by any Party or which would result in any representation or warranty herein contained of said Party being untrue in any material respect as if originally made on and as of the Closing Date.

(d)The Sellers shall cooperate with Purchaser who has made or shall forthwith make all filings and perform all acts required by them respectively under the HSR Act, the Gaming Laws, liquor laws and other statutory and regulatory requirements in connection with Purchaser’s making such filings and performing such acts.

(e)Without the prior consent of the other Parties (which shall not be unreasonably withheld or delayed), no Party will make any release to the press or other public disclosure, or make any statement to any competitor, customer, client or supplier of any Party or any other person, with respect to either the fact that discussions or negotiations have taken place concerning the Acquisition or the existence or contents of this Agreement, except for such public disclosure as may be required by law based on the good faith opinion of counsel.  If any Party

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proposes to make any disclosure based upon such an opinion, that Party will advise the other Parties, together with the text of the proposed disclosure, as far in advance of its disclosure as is practicable, and will in good faith consult with and consider the suggestions of the other Parties concerning the nature and scope of the information it proposes to disclose.  Notwithstanding the foregoing, the Parties agree that Purchaser may disclose the terms of the Acquisition to its investment bankers, lenders and their agents in connection with the financing of the Acquisition.

ARTICLE IV
Conditions to Closing

4.1Conditions to Sellers’ Obligations.  The obligation of Sellers to close the transaction contemplated hereby is subject to the fulfillment of all of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which, this Agreement may, at any Seller’s option, be terminated pursuant to and with the effect set forth in Article IX:

(a)Each and every representation and warranty made by Purchaser shall have been true and correct when made and shall be true and correct in all material respects as if originally made on and as of the Closing Date.

(b)All obligations of Purchaser to be performed hereunder through, and including on, the Closing Date (including, without limitation, all obligations which Purchaser would be required to perform at the Closing if the transaction contemplated hereby was consummated) shall have been performed in all material respects.

(c)No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby.

(d)Purchaser shall have delivered to Sellers the written opinion of Black, Lobello and Pitegoff, LLC, counsel for Purchaser, dated as of the Closing Date, in substantially the form of Exhibit D attached hereto.

(e)All of the consents and approvals referred to in Section 3.2(c) shall have been obtained (without cost to Purchaser or the Companies in excess of the normal and customary cost associated therewith).

(f)Purchaser and/or the Companies shall have obtained releases of Sellers from any personal guarantees of any obligations of the Companies.

(g)The waiting period set forth in the HSR Act and the rules promulgated thereunder shall have expired or otherwise terminated.

4.2Conditions to Purchaser’s Obligations.  The obligation of Purchaser to close the transaction contemplated hereby is subject to the fulfillment of all of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which, this Agreement may, at Purchaser^’s option, be terminated pursuant to and with the effect set forth in Article IX:

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(a)Each and every representation and warranty made by Sellers shall have been true and correct when made and shall be true and correct in all material respects as if originally made on and as of the Closing Date.

(b)All obligations of all Sellers to be performed hereunder through, and including on, the Closing Date (including, without limitation, all obligations which Sellers would be required to perform at the Closing if the transaction contemplated hereby was consummated) shall have been performed in all material respects.

(c)All of the consents and approvals referred to in Section 3.2(c) shall have been obtained (without cost to Purchaser or the Companies in excess of the normal and customary cost associated therewith).

(d)No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby.

(e)Sellers shall have delivered to Purchaser the written opinion of their respective counsel, dated as of the Closing Date, in substantially the form of Exhibit E attached hereto, with such changes as shall be reasonably required by Purchaser’s lenders (it being understood that Purchaser’s lenders may rely upon such opinion).

(f)Purchaser shall have entered into the agreement with Scott Nielson contemplated by Section 1.9(c), or shall have waived such condition all in accordance with the terms of Section 1.9(c).

(g)The waiting period set forth in the HSR Act and the rules promulgated thereunder shall have expired or otherwise terminated.

ARTICLE V
Closing

5.1Form of Documents.  At the Closing, the Parties shall deliver the documents, and shall perform the acts, which are set forth in this Article V.  All documents which Sellers shall deliver shall be in form and substance reasonably satisfactory to Purchaser and Purchaser^’s counsel.  All documents which Purchaser shall deliver shall be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel.

5.2Purchaser’s Deliveries.  Subject to the fulfillment or waiver of the conditions set forth in Section 4.2, Purchaser shall execute and/or deliver to Sellers all of the following:

(a)except as otherwise provided in Section 1.3(a), the Purchase Price to be paid at Closing as provided in Section 1.2;

(b)a closing certificate executed by Purchaser, pursuant to which Purchaser represents and warrants to Sellers that Purchaser’s representations and warranties to Sellers are true and correct in all material respects as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any material respect, specifying the respect in

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which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Sellers in writing, have been so performed in all material respects (or, if any such covenant has not been so performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser;

(c)the Mutual Release Agreement (as hereinafter defined) and

(d)without limitation by the specific enumeration of the foregoing, all other documents reasonably required from Purchaser to consummate the transaction contemplated hereby.

5.3Sellers’ Deliveries.  Subject to the fulfillment or waiver of the conditions set forth in Section 4.1, Sellers shall execute or deliver to Purchaser all of the following:

(a)certificates representing all outstanding Equity Interests, duly endorsed in blank or with duly executed stock powers attached or, to the extent that any such Equity Interests are not certificated, assignments of such Equity Interests from Sellers to Purchaser in a form reasonably satisfactory to Purchaser and Purchaser’s counsel;

(b)a closing certificate duly executed by each Seller, pursuant to which each Seller represents and warrants to Purchaser that such Seller’s representations and warranties to Purchaser are true and correct in all material respects as of the Closing Date as if then originally made (or if any such representation or warranty is untrue in any material respect, specifying the respect in which the same is untrue), and that all covenants required by the terms hereof to be performed by Sellers on or before the Closing Date, to the extent not waived by Purchaser in writing, have been so performed in all material respects (or if any such covenant has not been so performed, indicating that such covenant has not been performed), and, in the case of any corporate Seller, that execution of all documents has been duly authorized by all necessary corporate action;

(c)the written resignations of each Seller as an officer, director, member, employee, or any other representative position with the Companies effective as of the Closing Date;

(d)physical possession of all records, tangible assets, licenses, policies, contracts, plans, [eases or other instruments owned by, used in the business or operations of, or pertaining to any Company, which are in the possession of any Seller;

(e)any minute books and stock records of the Companies which are in the possession of any Seller;

(f)a certification duly executed by each Seller that such Seller is not a foreign person, in the form provided in Treasury Regulation § I.1445-2(b)(2)(iii)A;

(g)all written consents, authorizations or amendments to the constituent documents of the Companies necessary or desirable to allow or accommodate the Acquisition, including, if appropriate the redemption of all or a portion of the Equity Interests;

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(h)the Mutual Release Agreement; and

(i)without limitation by the specific enumeration of the foregoing, all other documents reasonably required from Sellers to consummate the transaction contemplated hereby.

ARTICLE VI
Post-Closing Agreements

6.1Post-Closing Agreements.  From and after the Closing, the Parties shall have the respective rights and obligations which are set forth in the remainder of this Article VI.

6.2Inspection of Records.  Purchaser and Purchaser’s Affiliates, shall retain and make their books and records (including expired insurance policies and work papers in the possession of their respective accountants) with respect to the Companies available for inspection by Sellers, or by their duly accredited representatives, for reasonable business purposes at all reasonable times on reasonable prior notice, at Purchaser’s business location, during normal business hours, for a five (5) year period after the Closing Date, with respect to all transactions of the Companies occurring prior to and relating to the Closing, and the historical financial condition, assets, liabilities, operations and cash flows of such Companies.  As used in this Section 6.2, the right of inspection includes the right to make extracts or copies provided that such extracts or copies shall be made at such Seller’s sole cost and expense.  The representatives of any Seller inspecting the records of Purchaser shall be reasonably satisfactory to Purchaser.  Notwithstanding the foregoing, no Seller shall have any right to inspect the books and records of any Company other than a Company in which Seller held an Equity Interest or a then-existent subsidiary of such Company, except to the extent such Seller requests access to specific records relating to employees, facilities or financing that were shared with a Company in which such Seller held an Equity Interest or a then-existent subsidiary of such Company.

63Confidentiality.  Sellers shall not communicate or divulge to, or use for the benefit of, any person, firm or corporation other than Purchaser, its agents and representatives, any Confidential Information.

6.4Use of Trademarks.  Sellers shall not use and shall not license any third party to use, any name, slogan, logo or trademark which is similar or deceptively similar to any of the names or trademarks used in connection with the business of the Companies.

6.5Hiring Away Employees.  For a period of two (2) years from the Closing Date, Sellers shall not take any actions which are calculated to persuade any salaried, technical or professional employees, representatives or agents of the Companies to terminate their association with the Companies.

6.6Termination of Perquisites.  From and after the Closing, no Seller shall be entitled to receive or to grant or otherwise provide to any third party any goods, services, privileges (including “comping privileges”) or any other thing of value from or chargeable to the Companies.

6.7Third Party Claims.  The Parties shall cooperate with each other with respect to the defense of any claims or litigation made or commenced by third parties subsequent to the

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Closing Date which are not subject to the indemnification provisions contained in Article VIII, provided that the Party requesting cooperation shall reimburse the other Party for the other Party’s reasonable out-of-pocket costs and expenses of furnishing such cooperation.

6.8Covenant Not to Compete.  As an inducement for Purchaser to enter into this Agreement, each Seller agrees that:

(a)from and after the Closing and continuing for the lesser of five (5) years from the Closing Date or the longest time permitted by applicable law, neither such Seller, nor any of its Affiliates shall directly or indirectly engage or participate, as an owner, partner, shareholder, consultant or (without limitation by the specific enumeration of the foregoing) otherwise, in any non-restricted gaming activities in the City of Mesquite, Nevada, or the area within a 25-mile radius thereof.

(b)In the event of any breach of Section 6.8(a), the time period of the breached covenant shall be extended for the period of such breach as to the breaching Seller only.  Each Seller recognizes that the territorial, time and scope limitations set forth in this Section 6.8 are reasonable and are required for the protection of Purchaser and in the event that any such territorial, time or scope limitation is deemed to be unreasonable by a court of competent jurisdiction, Purchaser and Sellers agree to the reduction of any of said territorial, time or scope limitations to such an area, period or scope as said court shall deem reasonable under the circumstances.

6.9Tax Reconciliation Issues.

(a)As is provided for in Section 3.3(b), during the period prior to Closing it is the intent of the Parties that, to the extent authorized under the Credit Facility and consistent with past practice, to the extent cash is available for distribution, the Companies will distribute cash to Sellers in an amount equal to the tax liability of each Seller, attributable to such Seller’s ownership of the Equity Interests, for the period of such ownership.  Therefore, consistent with past practice and to the extent allowed under the Credit Facility, Purchaser shall allow and cause the Companies to determine the actual tax liabilities of Sellers arising out of their ownership of the Equity Interests and shall make payments to Sellers in such amounts.  If, after Closing, it is determined that the Companies have underpaid Sellers on account of Sellers^’ actual tax liabilities, Purchaser shall allow and cause the Companies to provide for a tax payment “true-up” distribution to Sellers.  If, after Closing, it is determined that the Companies have overpaid Sellers on account of Sellers^’ actual tax liabilities, Sellers shall provide for a tax payment “true-up” repayment to the Companies.  Purchaser and Companies shall enter into no contract, agreement, or other obligation with respect to Acquisition-related financing or otherwise which shall restrict, abridge, modify or otherwise affect such obligation to provide for and make such tax ^“true-up” payment to Sellers.

(b)Purchaser and Sellers agree to utilize and to execute any consents required to utilize, and Purchaser and Companies shall utilize, the “interim closing of the books” method and the “termination of S corporation year” method under Sections 706 and 1377(a)(2) of the Internal Revenue Code, respectively, and applicable Treasury Regulations promulgated thereunder to allocate the Companies’ income and other separately reportable items for income tax reporting purposes.  Purchaser and Sellers also, for all actual or deemed allocation of purchase price requirements as applicable under the Internal Revenue Code to the Acquisition,

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agree to and shall apply the respective net book values of the various assets to constitute the respective fair market values thereof, with any residual amount to be allocated to goodwill or going concern value.

6.10Sale or Transfer of Interests to Companies.  Purchaser represents and warrants that it is engaging in the Acquisition solely for its own benefit, and not with a view towards an assignment of this Agreement or any rights hereunder to any third party, except for an entity or entities owned in their entirety by Purchaser.  Subject to the provisions of the next following sentences, for a period of eighteen months from the Closing Date, Purchaser will not directly or indirectly: (i) sell, transfer or dispose, or agree to sell, transfer or dispose, of a controlling equity interest in any of the Companies or allow any of the Companies to sell all or material part of their assets to Station Casinos, Inc., Barrick Gaming Corporation, Boyd Gaming Corporation, or their principals and/or affiliates, at a price or on terms that would have resulted in proceeds to Sellers (net of costs), had such transaction been consummated on the Closing Date, in excess of those payable from the transaction described herein (the amount of such excess being referred to as the “Excess Proceeds”); or (ii) other than the Acquisition, and regardless of the identity of the purchaser, share the net proceeds of any sale by Purchaser of an equity interest in any of the Companies, or of any sale of the assets of any of the Companies, with any Seller, their principals or affiliates.  Notwithstanding the foregoing, the restriction contained in clause (i), above, shall not apply to: (A) issuance of less than a controlling interest in any of the Companies to any party, where the proceeds thereof are retained by the subject Company or Companies; (B) any foreclosure, condemnation or other involuntary conveyance of any type; (C) any deed in lieu of foreclosure or similar voluntary transaction to a lender or lenders, or the designee(s) of such lender(s); (D) conveyance by any lender or lenders of any equity interests in or assets of any of the Companies after acquisition thereof pursuant to clauses (B) or (C), above; or (E) Purchaser’s cooperation with a lender or lenders in connection with a transaction described in clauses (B), (C) or (D), above.  In addition, Purchaser may engage in transactions otherwise prohibited hereunder so long as Purchaser shares the Excess Proceeds otherwise distributable to Purchaser from such transaction(s) with each of Sellers, so that each of Purchaser and Sellers receives a portion of such Excess Proceeds that is proportionate to their respective ownership interests in the Company or Companies with respect to which the transaction occurs, as existing on the date hereof; in such case, and in the calculation of the Excess Proceeds therefor, Purchaser and affiliates of Purchaser shall be entitled to an actual brokerage commission not to exceed one percent (1%).

6.11Mutual Release.  Effective from and after Closing, except as expressly provided herein to the contrary, Sellers, the principals of Sellers, Non-Seller and Purchaser will be deemed, by the completion of Closing, to have released the Companies, each other and their respective principals, agents and employees, and the Companies shall be deemed to have released each of Sellers and the principals of Sellers, of and from any liability arising out of or in connection with the business and financial operations and affairs of the Companies through and including the Closing Date, including any claims with respect to the negotiation of the terms of the LOIs and this Agreement, such that no further claims against any of them relating to the period before Closing may be brought by any of them, in any capacity.  The Parties shall execute and deliver to each other at Closing a separate instrument of release (the “Mutual Release Agreement”) in the form attached hereto as Exhibit F.

6.12Further Assurances.  The Parties shall execute such further documents, and perform such further acts, as may be necessary to transfer and convey the Equity Interests to

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Purchaser on the terms herein contained and to otherwise comply with the terms of this Agreement.

6.13Injunctive Relief.  Sellers specifically recognize that any breach of Section 6,3, 6.4, 6.5 or 6.8 will cause irreparable injury to Purchaser and that actual damages may be difficult to ascertain, and in any event, may be inadequate.  Accordingly (and without limiting the availability of legal or equitable, including injunctive, remedies under any other provisions of this Agreement), Sellers agree that in the event of any such breach, Purchaser shall be entitled to injunctive relief in addition to such other legal and equitable remedies that may be available.  Sellers and Purchaser recognize that the absence of a time limitation in Section 6.3 is reasonable and properly required for the protection of Purchaser and in the event that the absence of such limitation is deemed to be unreasonable by a court of competent jurisdiction, Sellers agree and submit to the imposition of such a limitation as said court shall deem reasonable.

ARTICLE VII
RESERVED

ARTICLE VIII
Indemnification

8.1General.  From and after the Closing, the Parties shall indemnify each other as provided in this Article VIII.  No specifically enumerated indemnification obligation with respect to a particular subject matter as set forth below shall limit or affect the applicability of a more general indemnification obligation as set forth below with respect to the same subject matter.  For the purposes of this Article VIII, each Party shall be deemed to have remade all of its representations and warranties contained in this Agreement at the Closing with the same effect as if originally made at the Closing.

8.2Certain Definitions.  As used in this Agreement, the following terms shall have the indicated meanings:

(a)“Damages” shall mean all liabilities, demands, claims, actions or causes of action, regulatory, legislative or judicial proceedings or investigations, assessments, levies, losses, fines, penalties, damages, costs and expenses, including, without limitation: (i) reasonable attorneys^’, accountants^’, investigators^’, and experts^’ fees and expenses, sustained or incurred in connection with the defense or investigation of any such claim; and (ii) costs and expenses reasonably incurred to bring the Companies^’ assets and business into compliance with law.

(b)“Indemnified Party^” shall mean a Party who is entitled to indemnification from another Party pursuant to this Article VIII;

(c)“Indemnifying Party” shall mean a Party who is required to provide indemnification under this Article VIII to another Party;

(d)“Third Party Claims” shall mean any claims for Damages which are asserted or threatened by a party other than the Parties, their successors and permitted assigns, against any Indemnified Party or to which an Indemnified Party is subject.

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8.3Sellers’ Indemnification Obligations.  Each Seller shall, severally and not jointly, indemnify, save and keep Purchaser, its institutional lenders, the Companies and their respective successors and assigns and, if applicable, their respective directors, officers and shareholders (each a “Purchaser Indemnitee” and collectively the “Purchaser Indemnitees”) forever harmless against and from all Damages sustained or incurred by any Purchaser Indemnitee, as a result of or arising out of or by virtue of:

(a)any inaccuracy in or breach of any representation and warranty made by such Seller to Purchaser herein or in any closing document delivered to Purchaser in connection herewith;

(b)the breach by such Seller of, or failure of such Seller to comply with, any of the covenants or obligations under this Agreement to be performed by such Seller (including, without limitation, his or its obligations under this Article VIII).

In no event shall any Seller be liable for the obligations of any other Seller hereunder.

8.4Purchaser’s Indemnification Obligations.  Purchaser shall (or in the case of Section 8.4(c), below, shall cause the Companies to) indemnify, save and keep Sellers and, if applicable, the directors, officers, shareholders, trustees and beneficiaries of a Seller, and James A. Black, Gary W. Black and Michael T. Black, and their respective successors and assigns (^“Seller Indemnitees”), forever harmless against and from all Damages sustained or incurred by any Seller Indemnitee, as a result of or arising out of or by virtue of:

(a)any inaccuracy in or breach of any representation and warranty made by Purchaser to Sellers herein or in any closing document delivered to Sellers in connection herewith;

(b)any breach by Purchaser of, or failure by Purchaser to comply with, any of the covenants or obligations under this Agreement to be performed by Purchaser (including without limitation its obligations under this Article VIII); or

(c)any claims of third parties relating to the business and financial operations and affairs of the Companies accruing, or arising pursuant to or as a consequence of acts and/or omissions occurring, prior to and after Closing.

8.5Cooperation.  Subject to the provisions of Section 8.7, the Indemnifying Party shall have the right, at its own expense, to participate in the defense of any Third Party Claim, and if said right is exercised, the Parties shall cooperate in the investigation and defense of said Third Party Claim.

8.6Subrogation.  The Indemnifying Party shall not be entitled to require that any action be brought against any other person before action is brought against it hereunder by the Indemnified Party and shall not be subrogated to any right of action until it has paid in full or successfully defended against the Third Party Claim for which indemnification is sought.

8.7Third Party Claims.  Forthwith following the receipt of notice of a Third Party Claim, the Party receiving the notice of the Third Party Claim shall (i) notify the other Party of its existence setting forth with reasonable specificity the facts and circumstances of which such

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Party has received notice and (ii) if the Party giving such notice is an Indemnified Party, specifying the basis hereunder upon which the Indemnified Party’s claim for indemnification is asserted.  The Indemnified Party may, upon reasonable notice, tender the defense of a Third Party Claim to the Indemnifying Party.  If:

(a)the defense of a Third Party Claim is so tendered and such tender is accepted without qualification by the Indemnifying Party; or

(b)within thirty (30) days after the date on which written notice of a Third Party Claim has been given pursuant to this Section 8.7, the Indemnifying Party shall acknowledge without qualification its indemnification obligations as provided in this Article VIII in writing to the Indemnified Party;

then, except as hereinafter provided, the Indemnified Party shall not have the right to defend or settle such Third Party Claim.  The Indemnified Party shall have the right to be represented by counsel at its own expense in any such contest, defense, litigation or settlement conducted by the Indemnifying Party provided that the Indemnified Party shall be entitled to reimbursement therefor if the Indemnifying Party shall lose its right to contest, defend, litigate and settle the Third Party Claim as herein provided.  The Indemnifying Party shall lose its right to defend and settle the Third Party Claim if it shall fail to diligently contest the Third Party Claim.  So long as the Indemnifying Party has not lost its right and/or obligation to defend and settle as herein provided, the Indemnifying Party shall have the exclusive right to contest, defend and litigate the Third Party Claim and shall have the exclusive right, in its discretion exercised in good faith, and upon the advice of counsel, to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable, provided that at least ten (10) days prior to any such settlement, written notice of its intention to settle shall be given to the Indemnified Party.  All expenses (including without limitation attorneys’ fees) incurred by the Indemnifying Party in connection with the foregoing shall be paid by the Indemnifying Party.  Notwithstanding the foregoing, in connection with any settlement negotiated by an Indemnifying Party, no Indemnified Party shall be required by an Indemnifying Party to (x) enter into any settlement that does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such claim or litigation, (y) enter into any settlement that attributes by its terms liability to the Indemnified Party or imposes any obligations on the Indemnified Party other than the obligation to execute and deliver customary settlement documents or (z) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice.  No failure by an Indemnifying Party to acknowledge in writing its indemnification obligations under this Article VIII shall relieve it of such obligations to the extent they exist.  If an Indemnified Party is entitled to indemnification against a Third Party Claim, and the Indemnifying Party fails to accept the defense of a Third Party Claim tendered pursuant to this Section 8.7, or if, in accordance with the foregoing, the Indemnifying Party shall lose its right to contest, defend, litigate and settle such a Third Party Claim, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that at least ten (10) days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party.  If, pursuant to this Section 8.7, the Indemnified Party so defends or (except as hereinafter provided) settles a Third Party Claim, for which it is entitled to

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indemnification hereunder, as hereinabove provided, the Indemnified Party shall be reimbursed by the Indemnifying Party for the reasonable attorneys’ fees and other expenses of defending the Third Party Claim which is incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys’ fees and other expenses.

ARTICLE IX
Effect of Termination/Proceeding

9.1General.  The Parties shall have the rights and remedies with respect to the termination and/or enforcement of this Agreement which are set forth in this Article IX.

9.2Right to Terminate.  Anything to the contrary herein notwithstanding, this Agreement and the transactions contemplated hereby may be terminated at any time prior to the Closing:

(a)by Purchaser by delivery of written notice to Sellers; or

(b)by any Seller by delivery of written notice to Purchaser in the event of Purchaser’s failure to complete Closing as provided and within the periods set forth in Section 1.6(e).

9.3Certain Effects of Termination.  In the event of the termination of this Agreement by any Seller or Purchaser, in either case, as provided in Section 9.2:

(a)each Party, if so requested by the other Party, will return promptly every document furnished to it by the other Party (or any subsidiary, division, associate or Affiliate of such other Party) in connection with the transaction contemplated hereby, whether so obtained before or after the execution of this Agreement, and any copies thereof (except for copies of documents publicly available) which may have been made, and will cause its representatives and any representatives of financial institutions and investors and others to whom such documents were furnished promptly to return such documents and any copies thereof any of them may have made; and

(b)all information received by any Party with respect to the business of the other Party or its subsidiaries, divisions, Affiliates or associates (other than information which is a matter of public knowledge or which has heretofore been or is hereafter publicly published in any publication for public distribution or filed as public information with any governmental authority) shall not, unless otherwise required by law, at any time be used for the advantage of, or disclosed to third parties by, such Party for any reason whatsoever; and

(c)the nonrefundable portion of the Earnest Money Deposit shall immediately be paid to Sellers as liquidated damages, as and to the extent permitted under the Gaming Laws, unless the failure to close is the result of nonperformance or default by Sellers, in which case all such funds shall be paid to Purchaser.  In any case, Purchaser’s liability for failure to close the Acquisition, and Seller’s sole remedy for Purchaser’s breach hereunder, shall be limited to forfeiture of the nonrefundable portion of the Earnest Money Deposit in the amount(s) set forth herein, plus Purchaser^’s obligations under Section 11.1, below.  In the event of a dispute concerning the Earnest Money Deposit, the prevailing party shall be entitled to recover, without

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limitation, its costs and expenses in connection with such dispute (including reasonable attorneys’ fees).

This Section 9.3 shall survive any termination of this Agreement.

9.4Purchaser’s Remedies.  If any Seller breaches this Agreement, Purchaser shall not be limited to the termination right granted in Section 9.2 but may, in the alternative, elect to do one of the following:

(a)proceed to Closing despite the nonfulfillment of any closing condition, it being understood that consummation of the transactions contemplated herein shall not be deemed a waiver of a breach of any representation, warranty or covenant or of Purchaser’s rights and remedies with respect thereto; or

(b)decline to proceed to Closing, terminate this Agreement as provided in Section 9.2, and thereafter seek damages to the extent permitted in Section 9.5; or

(c)seek specific performance of the obligations of such Seller.  Each Seller hereby agrees that in the event of any breach of this Agreement by such Party, the remedies available to Purchaser at law would be inadequate and that each of such Seller’s obligations under this Agreement may be specifically enforced.

9.5Right to Damages.  If Purchaser terminates this Agreement pursuant to Section 9.2, Purchaser shall have no damages claim against a Seller except if the circumstances giving rise to such termination were caused either by such Seller’s material breach of such Seller’s obligations under Article Ill or Sections 5.1 and 5.3, or by any of such Seller’s representations and warranties contained in Section 2.3 being in a material respect incorrect when made, in which event termination shall not be deemed or construed as limiting or denying any legal or equitable right or remedy of Purchaser against such Seller, and Purchaser shall be entitled to recover, without limitation, its costs and expenses which are incurred in pursuing its rights and remedies (including reasonable attorneys’ fees).

9.6Apportionment of Earnest Money Deposit.  If all or a portion of the Earnest Money Deposit is released to Sellers other than in connection with the completion of Closing hereunder, Sellers agree that the Earnest Money Deposit so released shall be allocated among Sellers in the same proportion as the allocation of the aggregate Purchase Price, as described in Exhibit B. 

9.7Automatic Termination.  If the condition provided for in Section 1.9(c) is not satisfied within the time period specified in such section and the waiver provided in such Section is not delivered within the time period specified in such section, this Agreement shall terminate.

ARTICLE X
RESERVED

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ARTICLE XI
Miscellaneous

11.1Fees and Expenses.  Whether or not the transactions contemplated hereby are consummated, Purchaser and Sellers shall each pay their own costs and expenses, including, without limitation, all attorneys fees and related costs specifically incurred by them in connection with the preparation and negotiation of this Agreement.  The fees and expenses incurred in connection with any filings required under the HSR Act (the “HSR Costs”) will be borne by Purchaser; provided, however, that at Closing, Purchaser shall be entitled to a credit in the amount of fifty percent (50%) of the HSR Costs, such credit to be applied against the Purchase Price payable by Purchaser to Sellers and allocated among Sellers (and Scott Nielson, if applicable) in same ratio that their respective payments described in Exhibit B bear to the Purchase Price.  In addition to the obligation to pay the costs and expenses as provided for above, Purchaser shall also be required to fund all Acquisition-related costs and expenses incurred by the Companies or allocable to any or all of the Companies and shall not seek or be entitled to reimbursement from the Companies if the Acquisition fails to close for any reason, including, without limitation, as the result of termination of this Agreement, other than a failure to close resulting from default or non-performance by Sellers.  In no event shall any costs or expense be charged to any of the Companies which would constitute a breach of the Credit Facility.

11.2Publicity.  Except as otherwise required by law or applicable stock exchange rules, press releases concerning this transaction shall be made only with the prior agreement of Sellers and Purchaser.  Except as otherwise required by law or applicable stock exchange rules, no such press releases or other publicity shall state the amount of the Purchase Price.  Notwithstanding the foregoing, the Parties agree that Purchaser and Purchaser’s investment bankers, lenders and their agents may issue or authorize press releases in connection with the financing of the Acquisition.

11.3Notices.  All notices required or permitted to be given hereunder shall be in writing and may be delivered by hand, by facsimile, by nationally recognized private courier, or by United States mail.  Notices delivered by mail shall be deemed given three (3) business days after being deposited in the United States mail, postage prepaid, registered or certified mail.  Notices delivered by hand, by facsimile, or by nationally recognized private carrier shall be deemed given on the first business day following receipt; provided, however, that a notice delivered by facsimile shall only be effective if such notice is also delivered by hand, or deposited in the United States mail, postage prepaid, registered or certified mail, on or before two (2) business days after its delivery by facsimile.  All notices shall be addressed as follows:

If to Sellers:

Gary W. Black

8300 Black Brothers Court

Las Vegas, Nevada 89117

Fax: (702) 341-8303

Michael T. Black

4511 W. Cheyenne Avenue

North Las Vegas, Nevada 89032

Fax: (702) 648-6500

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James A. Black

8301 Black Brothers Court

Las Vegas, Nevada 89117

with a copy to:

Scott Y. MacTaggart, Esquire

Beckley Singleton, Chtd.

530 Las Vegas Boulevard South

Las Vegas, Nevada 89101

Fax:  (702) 385-9447

And to:

c/o Jorco, Inc.

3013 Pinto Lane

Las Vegas, Nevada 89107

Attention: John O’Reilly

Fax: (702) 870-7485

And to:

James Ritchie

8120 Castle Pines

Las Vegas, Nevada 89113

Fax: (702) 362-4383,

with a copy from November 19 through December 1 faxed to 011-41-1—266-2500

And to:

Barry R. Moore

1901 Redbird Drive

Las Vegas, Nevada 89134

Fax:  (702) 562-8555

with a copy to:

Thomas W. Dollinger, Esquire

Proskauer Rose LLP

2049 Century Park East, Suite 3200

Los Angeles, California 90067

Fax: (310) 557-2193

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If to Purchaser:

Robert R. Black, Sr.

911 North Buffalo, Suite 211

Las Vegas, Nevada 89128

Fax: (702) 341-5287

with a copy to: 

Daniel S. Ojserkis, Esquire

Fox Rothschild LLP

1301 Atlantic Avenue, Suite 400

Atlantic City, New Jersey 08401

Fax: (609) 348-6834

and/or to such other respective addresses and/or addressees as may be designated by notice given in accordance with the provisions of this Section 11.3.

11.4Expenses; Transfer Taxes.  Except as provided in Section 11.1, each Party shall bear all fees and expenses incurred by such Party in connection with, relating to or arising out of the negotiation, preparation, execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby, including, without limitation, attorneys’, accountants’ and other professional fees and expenses.

11.5Entire Agreement.  This Agreement and the instruments to be delivered by the Parties pursuant to the provisions hereof constitute the entire agreement between the Parties and shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, successors and permitted assigns.  Each Exhibit shall be considered incorporated into this Agreement.  Any amendments, or alternative or supplementary provisions to this Agreement must be made in writing and duly executed by an authorized representative or agent of each of the Parties.  It is expressly understood among the Parties that the terms and conditions of this Agreement shall supersede and in all respects replace the LOI, and the LOI shall be of no further force or effect.

11.6Non-Waiver.  The failure in any one or more instances of a Party to insist upon performance of any of the terms, covenants or conditions of this Agreement, to exercise any right or privilege in this Agreement conferred, or the waiver by said Party of any breach of any of the terms, covenants or conditions of this Agreement, shall not be construed as a subsequent waiver of any such terms, covenants, conditions, rights or privileges, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.  No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving Party.  A breach of any representation, warranty or covenant shall not be affected by the fact that a more general or more specific representation, warranty or covenant was not also breached.

11.7Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument.

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11.8Severability.  The invalidity of any provision of this Agreement or portion of a provision shall not affect the validity of any other provision of this Agreement or the remaining portion of the applicable provision.

11.9Applicable Law.  This Agreement shall be governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the internal laws of the State of Nevada applicable to contracts made in that State.

11.10       Binding Effect; Benefit.  This Agreement shall inure to the benefit of and be binding upon the Parties, and their successors and permitted assigns.  Nothing in this Agreement, express or implied, is intended to confer on any person other than the Parties, and their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

11.11       Assignability.  This Agreement shall not be assignable by any Party without the prior written consent of the other Parties, except that at or prior to the Closing, Purchaser may assign its rights and delegate its duties under this Agreement to a corporation or other entity and may assign its rights under this Agreement to its lenders for collateral security purposes, and after the Closing, Purchaser may assign its rights and delegate its duties under this Agreement to any third party; provided, however, that in any such case, Purchaser’s assignment will be subject to the provisions of Section 6.10 (any such assignee being referred to as a “Permitted Designee^”).  No such assignment shall relieve Purchaser of any of its liabilities under this Agreement.

11.12Amendments.  This Agreement shall not be modified or amended except pursuant to an instrument in writing executed and delivered on behalf of each of the Parties.

11.13Compliance with Nevada State Gaming Law.

(a)No Gaming Interest.  Purchaser acknowledges that absent the requisite approval by the Nevada State Gaming Control Board, the Nevada Gaming Commission, the City of Mesquite and the Clark County Liquor and Gaming Licensing Board (collectively, the “Nevada Gaming Authorities^”), Purchaser is strictly prohibited from obtaining any interest whatsoever in the Equity Interests.  Therefore, the Parties expressly agree that Sellers shall retain ownership of the Equity Interests until such time as Purchaser obtains all required approvals and licenses from the Nevada Gaming Authorities.  The Parties agree that absent Purchaser’s receipt of all such necessary gaming licenses, no ownership interest in the Equity Interests shall pass to Purchaser.

(b)Purchaser Regulatory Approvals.  Purchaser shall promptly apply for, and exert Purchaser’s commercially reasonable efforts to obtain, all regulatory approvals from the Nevada Gaming Authorities and any other applicable governmental authorities for this transaction.

11.14Survival.  The Parties agree that unless expressly provided to the contrary herein, all provisions of this Agreement shall survive Closing.

11.15Headings.  The headings contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

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[Signature page follows]

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IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

James. A. Black Gaming Properties Trust
By:	/s/ JAMES A. BLACK	/s/ BARRY R. MOORE
	James A. Black, Trustee	Barry R. Moore
Gary W. Black Gaming Properties Trust
		/s/ JAMES RITCHIE
By:	/s/ GARY W. BLACK	James Ritchie
	Gary W. Black, Trustee
Michael T. Black Gaming Properties Trust		/s/ MARCUS A. HALL
		Marcus A. Hall
By:	/s/ MICHAEL T. BLACK
	Michael T. Black, Trustee
Jorco, Inc., a Nevada corporation
By:	/s/ JOHN O'REILLY
	John O’Reilly, President
/s/ ROBERT R. BLACK, SR.		/s/ JAMES A. BLACK
Robert R. Black, Sr.		James A. Black
Virgin River Casino Corporation, a Nevada corporation		/s/ GARY W. BLACK
		Gary W. Black
By:	/s/ ROBERT R. BLACK, SR.
	Robert R. Black, Sr., Secretary
		/s/ MICHAEL T. BLACK
		Michael T. Black
B & BB, Inc., a Nevada corporation
By:	/s/ ROBERT R. BLACK, SR.
	Robert R. Black, Sr., Secretary

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JOINDER BY NON-SELLER

THE UNDERSIGNED hereby joins in the execution hereof to evidence his consent hereto, and his agreement to be bound by the provisions of Section 1.9(a), 3.2 and 6.11 hereof.

/s/ GLENN TEIXEIRA

Glenn Teixeira

JOINDER BY THE O’REILLYS

THE UNDERSIGNED hereby join in the execution hereof to evidence their consent hereto in their capacity as the sole shareholders, officers and directors of Jorco, Inc, and their agreement to be bound by the provisions of Section 1.9(b), 3.2 and 6.11 hereof.

/s/ JOHN O’REILLY	/s/ RENE F. O’REILLY
John O’Reilly	Rene F. O’Reilly

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Exhibit A*
Equity Interests List

B & B B, Inc.

Name No. of Shares Certificate No. Percentage Ownership

Virgin River Casino Corporation

Name No. of Shares Percentage Ownership

RBG, LLC

Name No. of Shares Percentage Ownership

*  Registrants agree to furnish supplementally a copy of the omitted schedules to the Securities Exchange Commission upon its request.

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Exhibit B*
Allocation of Purchase Price

B & B B, Inc.

Virgin River Casino Corporation

RBG, LLC

Aggregate Proceeds of Sale

*  Registrants agree to furnish supplementally a copy of the omitted schedules to the Securities Exchange Commission upon its request.

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Exhibit C
Excluded Assets

The Virgin River Food Mart and 76 Gas Station (together with all land thereunder and improvements located thereon; APN 00109701014; 4.61 acres) and the McDonald’s Restaurant (together with all land thereunder and improvements located thereon; APN 00109701013; 0.86 acre); provided, however, that on the Closing Date such property will be subjected to a recorded easement for vehicular ingress and egress in favor of one or more of the Companies and its successor-in-title.

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Exhibit D
Form of Legal Opinion of Purchaser’s Counsel

[PURCHASER^’S COUNSEL’S LETTERHEAD]

                    , 200  

James A. Black, James A. Black Gaming Properties Trust,
Gary W. Black, Gary W. Black Gaming Properties Trust,
Michael T. Black, Michael T. Black Gaming Properties Trust,
Barry R. Moore, James Ritchie, Marcus A. Hall and
JORCO, Inc.

c/o Thomas W. Dollinger, Esq.

Proskauer Rose LLP

2049 Century Park East, Suite 3200

Los Angeles, CA  90067

RE:Agreement for Purchase and Sale or Redemption of Equity Interests dated as of November    , 2004 (the “Agreement”) among Robert R. Black, Sr. (“Black”), Virgin River Casino Corporation, a Nevada corporation (“VRCC”) and B & BB, Inc., a Nevada corporation (“B & BB”; and together with VRCC, the “Purchaser Companies”) and James A. Black Gaming Properties Trust, Gary W. Black Gaming Properties Trust, Michael T. Black Gaming Properties Trust, Barry R. Moore, James Ritchie, Marcus A. Hall and JORCO, Inc. (collectively, the “Sellers”)

Ladies and Gentlemen:

We have acted as Nevada counsel for Robert R. Black, Sr. (“Black”) and RBG, LLC, a Nevada limited liability company (“RBG^”), Virgin River Casino Corporation, a Nevada corporation (“VRCC”) B& BB, Inc., a Nevada corporation (“B &. BB”; and together with VRCC and RBG, the “Purchaser Companies”) in connection with the execution, preparation, and delivery of the Agreement.  Capitalized terms not defined in this letter shall have the meanings given under the Agreement, unless the context clearly requires otherwise.  This opinion letter is provided to you at the request of our clients, pursuant to Section 4.I (d) of the Agreement.

In such capacity, we have examined originals, or copies certified or otherwise authenticated to our satisfaction, of: (i) the Agreement, (ii) the Mutual Release Agreement dated of even date herewith; and (iii) all other documents executed and delivered by Black or the Purchaser Companies pursuant to the Agreement (collectively, the “Purchaser’s Documents”).

Additionally, we have reviewed such other documents, instruments and agreements as we deemed relevant and/or necessary or appropriate in order for us to render the opinions expressed herein.  We have also made such examination of law as we have deemed necessary for purposes of this opinion.

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In our examination, we have assumed the genuineness of all signatures (except for Black and the Purchaser Companies), the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as certified or photocopies, the authenticity of the originals of such latter documents, the accuracy and completeness of all documents and records reviewed by us, the accuracy, completeness and authenticity of each certificate issued by any government official, office or agency and the absence of change in the information contained therein from the effective date of any such certificate.

We have assumed that each of the parties to the Purchaser’s Documents other than Black and the Purchaser Companies (the “Other Parties”) has satisfied all applicable legal requirements necessary to make the Black and the Purchaser^’s Documents enforceable against it and has complied with all legal requirements pertaining to its status as such status relates to its rights to enforce the Purchaser^’s Documents against Black and the Purchaser Companies.  We have also assumed that the conduct of the parties to the Purchaser’s Documents complies with any requirements of good faith, fair dealing and absence of unconscionability, and there has not been any mutual mistake of fact, fraud, duress or undue influence.

As to any facts material to our opinions expressed herein, we have relied upon the representations and warranties of Black and the Purchaser Companies as contained in the Agreement and upon a certificate of Black and the Purchaser Companies with respect to certain factual matters, a copy of which is attached to this letter.  In this regard, we have assumed the due authorization, execution and delivery of the Purchaser’s Documents by all of the Other Parties thereto, that all of the Other Parties thereto have full power and legal right to enter into the Purchaser’s Documents, as applicable, and to consummate the transactions contemplated thereby, and that each of the Purchaser’s Documents constitutes a legal, valid and binding obligation of each of the Other Parties thereto.

To the extent that a statement herein is qualified by the phrases “to our knowledge” or “known to us”, or by similar phrases, it is intended to indicate that, during the course of our representation of Black and the Purchaser Companies in connection with the Purchaser’s Documents, no information that would give us current actual knowledge of the inaccuracy of such statement has come to the attention of those attorneys presently in this firm who have rendered substantive legal services in connection with the representation of Black and the Purchaser Companies with respect to the Purchaser^’s Documents.  However, we have not undertaken any independent investigation or review to determine the accuracy of any such statement, and any limited inquiry undertaken by us during the preparation of this opinion letter should not be regarded as such an investigation or review.  No inference as to our knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of our representation of Black and the Purchaser Companies.

Our opinion is limited in all respects to the laws of the United States and the State of Nevada.

On the basis of and subject to the foregoing, and in reliance thereon, and subject to the limitations, qualifications and exceptions set forth below, we are of the opinion that:

1.Black is a Nevada resident, of full age.  The Purchaser Companies are Nevada corporations duly incorporated formed and, based solely on a standing certificate from the

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Nevada Secretary of State dated                   , 20  , validly existing as corporations in good standing under the laws of the State of Nevada.

2.Black and the Purchaser Companies have all requisite power to enter into, deliver and perform their specific obligations under the Purchaser^’s Documents.

3.The Purchaser Companies have taken all necessary corporate action to authorize the execution, delivery and performance by them of the Purchaser’s Documents to which they are parties.

4.Each of the Purchaser’s Documents have been duly and validly authorized, and the Purchaser’s Documents have been duly and validly executed and delivered by Black and the Purchaser Companies.

5.Each of the Purchaser’s Documents is the legal, valid and binding obligation of Black and the Purchaser Companies, enforceable against Black and the Purchaser Companies in accordance with its terms.

6.The execution and delivery by Black and the Purchaser Companies of the Purchaser’s Documents and the performance of the obligations of Black and the Purchaser Companies thereunder do not (i) violate any Federal or Nevada law applicable to Black or any of the Purchaser Companies or, to our knowledge, any order, rule or regulation of any Federal or Nevada governmental authority or agency having jurisdiction over Black or any of the Purchaser Companies or their properties or by which any of them is bound; (ii) with the exception of the Credit Facility, to our knowledge, result in a breach of or constitute a default or grounds for acceleration of the maturity under any agreement or instrument to which Black or any of the Purchaser Companies is a party or by which any of their properties is bound or affected; (iii) to our knowledge, result in, or require, the creation or imposition of any lien upon or with respect to any of the properties now owned by Black or any of the Purchaser Companies; or (iv) to our knowledge, violate any judgment, order, writ, injunction or decree binding on Black or any of the Purchaser Companies.

7.Except as expressly provided in the Agreement, no authorization, approval, license, permit or other action by, and no notice to or filing with, any Federal or Nevada governmental authority or judicial or regulatory body is required (or, if required, such authorization, approval, license, permit, action or filing has been duly made or obtained) for the due execution, delivery and performance of the obligations of Black and the Purchaser Companies under the Purchaser^’s Documents.

8.To our knowledge, there are no pending or threatened actions, suits, proceedings or investigations before any court, board of arbitration, governmental agency, commission or official against Black or any of the Purchaser Companies relating to the Acquisition.

(a)The opinions expressed herein are qualified to the extent that the validity, binding nature and enforceability of the Purchaser’s Documents may be limited or otherwise affected by:  (i) general principles of equity, including without limitation, principles of commercial reasonableness, good faith, and fair dealing, regardless of whether enforceability is considered in a proceeding in equity or at law; (ii) bankruptcy, insolvency, reorganization, fraudulent conveyance (including without limitation the Uniform Fraudulent Transfer Act in

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Nevada and similar provisions of the Federal Bankruptcy Code), arrangement, rehabilitation, liquidation, moratorium, and other similar laws relating to or affecting rights and remedies of creditors and secured parties generally; (iii) limitations on the right of Sellers to exercise the rights and remedies under the Purchaser’s Documents if it is determined by a court of competent jurisdiction that it cannot be demonstrated that enforcement of the rights and remedies is reasonably necessary for the protection of Sellers; and (iv) the unenforceability under certain circumstances of provisions indemnifying, or prospectively releasing, a party against liability for its own wrongful or negligent acts or where the release or indemnification is contrary to public policy.

(b)Requirements in the Purchaser’s Documents specifying that provisions thereof may be amended or waived only in writing may not be enforced under Nevada law to the extent that a subsequent oral agreement modifying provisions of any such agreement or document has been performed.

(c)We express no opinion as to the enforceability of: (i) provisions that define, waive or set standards for good faith, reasonableness, commercial reasonableness, fair dealing, diligence or the like; (ii) provisions that provide the right to exercise remedies upon the happening of a non-material breach of the Purchaser^’s Documents (including, without limitation, material breaches of non-material provisions thereof); (iii) provisions that govern the election of remedies or provide that remedies are cumulative; (iv) provisions that authorize any party to use force or cause a breach of the peace in enforcing rights or remedies; (v) provisions that release, exculpate or exempt a party from, or require indemnification of a party for, liability for its own action or inaction or provide any indemnity or hold harmless to the extent such indemnity or hold harmless is, with respect to any activity, contrary to public policy; (vi) provisions that require the payment or reimbursement of any fee, cost, expense or other item that is unreasonable in nature or amount; (vii) provisions that waive or restrict the right to a jury trial, specify a means for service of process, specify governing law, select venue or consent to personal jurisdiction; or (viii) provisions that purport to establish evidentiary standards.

(d)Our opinions in paragraphs 6 and 7 above as to compliance with certain statutes, rules and regulations and as to required permits, consents or approvals of, authorizations by, or registrations, declarations or filings with certain governmental authorities are based upon a review (as limited by (a), (b), and (c) above) of those Federal and Nevada statutes, rules and regulations which, in our experience, are normally applicable to transactions of the type contemplated by the Agreement.

(e)In rendering this opinion, we have assumed that: (i) the Other Parties have acted without notice of any defense against the enforcement of any rights created by the transactions contemplated by the Agreement; (ii) there are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement or qualify the terms of the Purchaser’s Documents; (iii) each applicable statute, rule, regulation, order and agency action affecting the parties to the Agreement or the transactions contemplated thereby is valid and constitutional; and (iv) the Other Parties will act in accordance with, and will refrain from taking any action which is inconsistent with, the terms and conditions of the Purchaser^’s Documents.

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(f)No opinion is given with respect to the enforceability of any provision of the Purchaser’s Documents that purports to preclude modification of the Purchaser’s Documents through conduct, custom or course of performance, action or dealing.

(g)Our opinion is based upon and relies upon the current status of law, and in all respects is subject to and may be limited by future legislation or case law.

The opinions expressed herein represent our reasonable professional judgment as to the matters of law addressed herein, based upon the facts presented or assumed, and are not guarantees that a court will reach any particular result.

This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated.  This opinion letter is given as of the date hereof, and we expressly disclaim any obligation to update or supplement our opinions contained herein to reflect any facts or circumstances that may hereafter come to our attention or any changes in laws which may hereafter occur.

This opinion letter and the opinions contained herein may be relied on by the addressees hereof but may not be relied upon by any other person or entity without our prior written consent and may not be used, circulated, furnished, quoted or otherwise referred to for any other purpose without our prior written consent.

Very truly yours,

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Exhibit E
Form of Legal Opinion of Sellers’ Counsel

[SELLERS^’ COUNSEL^’S LETTERHEAD]

                                 , 200  

ROBERT R. BLACK, SR.

VIRGIN RIVER CASINO CORPORATION

B & BB, INC.

c/o Diversified Interests

911 N. Buffalo Drive, Suite 201

Las Vegas, NV 89128

United States of America

RE: Agreement for Purchase and Sale or Redemption of Equity Interests dated as of November     , 2004 (the “Agreement”) among Robert R. Black, Sr. (“Purchaser”) and James A. Black Gaming Properties Trust, Gary W. Black Gaming Properties Trust, Michael T. Black Gaming Properties Trust, Barry R. Moore, James Ritchie, Marcus A. Hall and JORCO, Inc. (collectively, the “Sellers”)

Ladies and Gentlemen:

We have acted as Nevada counsel for                                    (“Sellers”) and                                     (together, the “Individuals”), in connection with the execution, preparation, and delivery of the Agreement.  Capitalized terms not defined in this letter shall have the meanings given under the Agreement, unless the context clearly requires otherwise.  This opinion letter is provided to you at the request of our clients, pursuant to Section 4.2(e) of the Agreement.  The term “Sellers” as used in this opinion letter is strictly limited to those parties as so described in this paragraph and shall not include any other party(ies) described as “Seller(s)” in the Agreement.

In such capacity, we have examined originals, or copies certified or otherwise authenticated to our satisfaction, of: (i) the Agreement, (ii) the Mutual Release Agreement dated of even date herewith; (iii) the stock powers and other assignments of the Equity Interests executed by each of the Sellers; and (iv) all other documents executed and delivered by Sellers pursuant to the Agreement (collectively, the “Sellers’ Documents”).

Additionally, we have reviewed such other documents, instruments and agreements as we deemed relevant and/or necessary or appropriate in order for us to render the opinions expressed herein.  We have also made such examination of law as we have deemed necessary for purposes of this opinion.

In our examination, we have assumed the genuineness of all signatures (except for the Sellers and the Individuals), the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as certified or photocopies, the authenticity of the originals of such

38

latter documents, the accuracy and completeness of all documents and records reviewed by us, the accuracy, completeness and authenticity of each certificate issued by any government official, office or agency, and the absence of change in the information contained therein from the effective date of any such certificate.

We have assumed that each of the parties to the Sellers’ Documents other than the Sellers (the “Other Parties”) has satisfied all applicable legal requirements necessary to make the Sellers’ Documents enforceable against it and has complied with all legal requirements pertaining to its status as such status relates to its rights to enforce the Sellers’ Documents against the Sellers.  We have also assumed that the conduct of the parties to the Sellers’ Documents complies with any requirements of good faith, fair dealing and absence of unconscionability, and there has not been any mutual mistake of fact, fraud, duress or undue influence.

As to any facts material to our opinions expressed herein, we have relied upon the representations and warranties of the Sellers as contained in the Agreement and upon a certificate of the Sellers with respect to certain factual matters, a copy of which is attached to this letter.  In this regard, we have assumed the due authorization, execution and delivery of the Sellers’ Documents by all of the Other Parties thereto, that all of the Other Parties thereto have full power and legal right to enter into the Sellers’ Documents, as applicable, and to consummate the transactions contemplated thereby, and that each of the Sellers’ Documents constitutes a legal, valid and binding obligation of each of the Other Parties thereto.

To the extent that a statement herein is qualified by the phrases “to our knowledge” or “known to us”, or by similar phrases, it is intended to indicate that, during the course of our representation of the Sellers in connection with the Sellers’ Documents, no information that would give us current actual knowledge (“actual knowledge” as defined in the Legal Opinion Accord of the Section of Business Law of the ABA, all provisions of which are hereby incorporated by reference) of the inaccuracy of such statement has come to the attention of those attorneys presently in this firm who have rendered substantive legal services in connection with the representation of the Sellers with respect to the Sellers’ Documents.  However, we have not undertaken any independent investigation or review to determine the accuracy of any such statement, and any limited inquiry undertaken by us during the preparation of this opinion letter should not be regarded as such an investigation or review.  No inference as to our knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of our representation of the Sellers.

Our opinion is limited in all respects to the laws of the United States and the State of Nevada.  We express no opinion regarding the effects on the documents of all State and Federal Income tax or Securities Law.  To the extent of any ambiguity contained herein, this opinion letter shall be governed by, and interpreted in accordance with, the Legal Opinion Accord of the Section of Business Law of ABA (1991); provided, however, that in the case of any conflict between the terms of this opinion letter and such Accord, the terms of this opinion letter shall govern.  As a consequence, this opinion letter may be subject to a number of qualifications, exceptions, definitions, limitations on coverage and other limitations, all as more particularly described in the Accord, including the General Qualifications and the Equitable Principles Limitation, and this opinion letter should be read in conjunction therewith.

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On the basis of and subject to the foregoing, and in reliance thereon, and subject to the limitations, qualifications and exceptions set forth below, we are of the opinion that:

1.                 (“                ”) is a Nevada                  duly formed and[, based solely on a standing certificate from the Nevada Secretary of State dated                     , 20      ,] validly existing as a                        in good standing under the laws of the State of Nevada.  Each of the Sellers, and each of the Individuals, is a Nevada resident, of full age.

2.Each of the Sellers has all requisite power to enter into, deliver and perform its specific obligations under the Sellers’ Documents.  Each of the Individuals has all requisite power to join in the execution of the Agreement and comply with his or her specific obligations thereunder.

3.                 has taken all necessary                    action to authorize the execution, delivery and performance by it of the Sellers’ Documents to which it is a party.

4.Each of the Sellers’ Documents have been duly and validly authorized, and the Sellers’ Documents have been duly and validly executed and delivered by the Sellers and the Individuals.

5.Each of the Sellers’ Documents is, to the extent a Seller or an Individual is a party thereto, the legal, valid and binding obligation of the each of the Sellers and the Individuals, enforceable against each of them, respectively, in accordance with their respective terms.

6.Each of the Sellers is the record owner of the Equity Interests set forth opposite each such Seller’s name on Exhibit “A” to the Agreement.  We have no knowledge of any Claims against any such Equity Interests.

7.The execution and delivery by each of the Sellers and the Individuals of the Sellers’ Documents and the performance of the obligations of each of the Sellers and the Individuals thereunder do not (i) violate any Federal or Nevada law applicable to any of the Sellers or any of the Individuals or, to our knowledge, any order, rule or regulation of any Federal or Nevada governmental authority or agency having jurisdiction over any of the Sellers or any of the individuals or their properties or by which any of them is bound; (ii) with the exception of the Credit Facility, to our knowledge, result in a breach of or constitute a default or grounds for acceleration of the maturity under any agreement or instrument to which any of the Sellers or any of the Individuals is a party or by which any of their properties is bound or affected; (iii) to our knowledge, result in, or require, the creation or imposition of any lien upon or with respect to any of the properties now owned by any of the Sellers or any of the Individuals; or (iv) to our knowledge, violate any judgment, order, writ, injunction or decree binding on any of the Sellers or any of the Individuals.

8.Except as expressly provided in the Agreement, no authorization, approval, license, permit or other action by, and no notice to or filing with, any Federal or Nevada governmental authority or judicial or regulatory body is required (or, if required, such authorization, approval, license, permit, action or filing has been duly made or obtained) for the due execution, delivery and performance of the obligations of each of the Sellers or any of the Individuals under the Sellers’ Documents.

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9.To our knowledge, there are no pending or threatened actions, suits, proceedings or investigations before any court, board of arbitration, governmental agency, commission or official against any of the Sellers or any of the Individuals relating to the Acquisition.

Our opinions expressed above are subject to the following additional qualifications:

(a)The opinions expressed herein are qualified to the extent that the validity, binding nature and enforceability of the Sellers^’ Documents may be limited or otherwise affected by:  (i) general principles of equity, including without limitation, principles of commercial reasonableness, good faith, and fair dealing, regardless of whether enforceability is considered in a proceeding in equity or at law; (ii) bankruptcy, insolvency, reorganization, fraudulent conveyance (including without limitation the Uniform Fraudulent Transfer Act in Nevada and similar provisions of the Federal Bankruptcy Code), arrangement, rehabilitation, liquidation, moratorium, and other similar laws relating to or affecting rights and remedies of creditors and secured parties generally and in addition this opinion shall incorporate definitions of §12 of the Legal Opinion Accord of the Section of Business Law of the ABA; (iii) limitations on the right of the Purchaser to exercise the rights and remedies under the Sellers’ Documents if it is determined by a court of competent jurisdiction that it cannot be demonstrated that enforcement of the rights and remedies is reasonably necessary for the protection of the Purchaser; and (iv) the unenforceability under certain circumstances of provisions indemnifying, or prospectively releasing, a party against liability for its own wrongful or negligent acts or where the release or indemnification is contrary to public policy.

(b)Requirements in the Sellers’ Documents specifying that provisions thereof may be amended or waived only in writing may not be enforced under Nevada law to the extent that a subsequent oral agreement modifying provisions of any such agreement or document has been performed.

(c)We express no opinion as to the enforceability of:  (i) provisions that define, waive or set standards for good faith, reasonableness, commercial reasonableness, fair dealing, diligence or the like; (ii) provisions that provide the right to exercise remedies upon the happening of a non-material breach of the Sellers’ Documents (including, without limitation, material breaches of non-material provisions thereof); (iii) provisions that govern the election of remedies or provide that remedies are cumulative; (iv) provisions that authorize any party to use force or cause a breach of the peace in enforcing rights or remedies; (v) provisions that release, exculpate or exempt a party from, or require indemnification of a party for, liability for its own action or inaction or provide any indemnity or hold harmless to the extent such indemnity or hold harmless is, with respect to any activity, contrary to public policy; (vi) provisions that require the payment or reimbursement of any fee, cost, expense or other item that is unreasonable in nature or amount; (vii) provisions that waive or restrict the right to a jury trial, specify a means for service of process, specify governing law, select venue or consent to personal jurisdiction; or (viii) provisions that purport to establish evidentiary standards.

(d)Our opinions in paragraphs 7 and 8 above as to compliance with certain statutes, rules and regulations and as to required permits, consents or approvals of, authorizations by, or registrations, declarations or filings with certain governmental authorities are based upon a review (as limited by (a), (b) and (c) above) of those Federal and Nevada statutes, rules and regulations which, in our experience, are normally applicable to transactions of the type contemplated by the Agreement.

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(e)In rendering this opinion, we have assumed that: (i) the Other Parties have acted without notice of any defense against the enforcement of any rights created by the transactions contemplated by the Agreement; (ii) there are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement or qualify the terms of the Sellers’ Documents; (iii) each applicable statute, rule, regulation, order and agency action affecting the parties to the Agreement or the transactions contemplated thereby is valid and constitutional; and (iv) the Other Parties will act in accordance with, and will refrain from taking any action which is inconsistent with, the terms and conditions of the Sellers’ Documents.

(f)No opinion is given with respect to the enforceability of any provision of the Sellers’ Documents that purports to preclude modification of the Sellers’ Documents through conduct, custom or course of performance, action or dealing.

(g)Our opinion is based upon and relies upon the current status of law, and in all respects is subject to and may be limited by future legislation or case law.

The opinions expressed herein represent our reasonable professional judgment as to the matters of law addressed herein, based upon the facts presented or assumed, and are not guarantees that a court will reach any particular result.

This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated.  This opinion letter is given as of the date hereof, and we expressly disclaim any obligation to update or supplement our opinions contained herein to reflect any facts or circumstances that may hereafter come to our attention or any changes in laws which may hereafter occur.

This opinion letter and the opinions contained herein may be relied on by the Purchaser and the Companies but may not be relied upon by any other person or entity without our prior written consent and may not be used, circulated, furnished, quoted or otherwise referred to for any other purpose without our prior written consent.

Very truly yours,

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Exhibit F
Form of Mutual Release Agreement

MUTUAL RELEASE AGREEMENT

MUTUAL RELEASE AGREEMENT (this “Agreement^”), made by and among Robert R. Black, Sr. (“Black”), Virgin River Casino Corporation (“VRCC^”) and B & BB, Inc. (“B & BB”; and together with Black and VRCC, “Purchaser^”); Casablanca Resort, LLC (^“CR^”), and James A. Black Gaming Properties Trust, Gary W. Black Gaming Properties Trust, Michael T. Black Gaming Properties Trust, Barry R. Moore, James Ritchie, Marcus A. Hall and JORCO, Inc. (the “Sellers”); and Glenn Teixeira (the “Non-Seller”); and John O’Reilly and Rene E. O’Reilly (the “O’Reillys”); and RBG, LLC (together with VRCC, B & BB and CR, the “Companies^”).

This is the “Mutual Release Agreement” contemplated under Section 6.11 of that certain Agreement for Purchase and Sale or Redemption of Equity Interests among the parties hereto dated as of November       , 2004 (the “Purchase Agreement”).  Capitalized terms not defined in this letter shall have the meanings given under the Purchase Agreement, unless the context clearly requires otherwise.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and in consideration of performance and payment by the parties as provided under the Purchase Agreement, the parties hereto, intending to be legally bound, hereby agree as follows:

Mutual Release.  Effective from and after the date hereof, except as expressly provided in the Purchase Agreement to the contrary, Sellers, the principals of Sellers (including without limitation, the O’Reillys”), James A. Black, Gary W. Black, Michael T. Black (the “Black Brothers”), Non-Seller and Purchaser do hereby release the Companies and each subsidiary thereof, each other and their respective principals, agents, employees, spouses, affiliates, trustees, beneficiaries, executors, successors, transferees and assigns; and the Companies and each subsidiary thereof including their affiliates do hereby release each of Sellers and the trustees, beneficiaries, spouses, executors, successors, transferors, assigns and principals of Sellers (including without limitation, the O’Reillys and the Black Brothers), of and from any liability arising, directly or indirectly, out of or in connection with the business and financial operations and affairs of the Companies (and each subsidiary thereof) or through or as a consequence of ownership, directorship, or management of the Companies (and each subsidiary thereof), through and including the date hereof, including any claims with respect to the negotiation of the terms of the LOI, the Purchase Agreement and this Agreement, such that no further claims, demands or actions in connection therewith against any of them relating to the period before the date hereof may be brought by any of them, in any capacity, whether such claims, liabilities, demands or actions are now existing, known, unknown, fixed or contingent, in tort, contract or otherwise, at law or in equity, or otherwise.

A party to this Agreement determined to be in breach of the mutual release covenants contained herein shall indemnify the aggrieved party or parties for costs and expenses of defending such actions including reasonable attorneys’ fees.

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This Mutual Release Agreement shall be governed by the laws of the State of Nevada, and may not be modified except by a written instrument signed by all parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed or caused to be executed this Mutual Release Agreement as of                             , 2004.

SELLERS:
James. A. Black Gaming Properties Trust
		Barry R. Moore
By:
	James A. Black, Trustee	James Ritchie
Gary W. Black Gaming Properties Trust
		Marcus A. Hall
By:
	Gary W. Black, Trustee
Michael T. Black Gaming Properties Trust
By:
	Michael T. Black, Trustee
Jonco, Inc., a Nevada corporation
By:
	John O’Reilly, President
PURCHASER:		NON-SELLER:
Robert R. Black, Sr.		Glenn Teixeira

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COMPANIES:	O’REILLYS:
By:
Robert R. Black, Sr., on behalf of	John O’Reilly
VIRGIN RIVER CASINO CORPORATION,
B & BB, INC.
RBG, LLC, AND
CASABLANCA RESORTS, LLC.
	Rene F. O’Reilly
BLACK BROTHERS:
James A. Black
Gary W. Black
Michael T. Black

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Exhibit G
Escrow Agreement

ESCROW AGREEMENT

November       , 2004

NEVADA TITLE COMPANY

3320 West Sahara Avenue Suite 200

Las Vegas, NV 89102

Attn:  Ms. Troy Lochhead

RE:Agreement for Purchase and Sale or Redemption of Equity Interests dated as of November     , 2004 (the “Agreement^”) among Robert R. Black, Sr., Virgin River Casino Corporation and B & BB, Inc. (collectively, “Purchaser”) and James A. Black Gaming Properties Trust, Gary W. Black Gaming Properties Trust, Michael T. Black Gaming Properties Trust, Barry R. Moore, James Ritchie, Marcus A. Hall and JORCO, Inc. (collectively, the “Sellers”)

Your Account # 04-09-2387-DTL

Ladies & Gentlemen:

We have previously deposited with you the sum of Two Million Dollars ($2,000,000) and are depositing herewith a fully-executed copy of the Agreement.  Capitalized terms not defined in this letter shall have the meanings given under the Agreement, unless the context clearly requires otherwise.

The deposited monies represent the Earnest Money Deposit recited in the Agreement which you acknowledge and agree you have received and are currently holding.  You shall hold the Earnest Money Deposit in an interest bearing account and in accordance with the terms of this Agreement.

The Agreement is incorporated by reference but only insofar as the terms of the Agreement affect your duties as Escrow Agent.  The Earnest Money Deposit is to be held and/or released for delivery by you strictly in accordance with the provisions of the Agreement.  Unless in connection with the delivery of the Earnest Money Deposit to the Sellers at the Closing, you shall not release the Earnest Money Deposit except upon a written direction signed on behalf of all of the parties.  Upon release of the Earnest Money Deposit pursuant to that direction, you shall be deemed to have fully performed your obligations hereunder, and shall be relieved of any further responsibility or liability hereunder.  No notice or further authorization shall be required for you to release the Earnest Money Deposit to the Sellers at Closing.  However, upon your request, Purchaser shall execute a letter authorizing such release.

In the event of a dispute as to the disposition of the Earnest Money Deposit you are authorized and directed to follow one of the following courses of action, which action you shall take at your sole discretion:

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(a)You may deposit the Earnest Money Deposit into a court of competent jurisdiction, and upon doing so you shall be released from any further liability under this Agreement.  It is understood and agreed that should you file an interpleader action, you may charge the Earnest Money Deposit for attorney fees and court costs.

(b)You may hold the Earnest Money Deposit, subject to:

(1)written instructions signed by the Sellers and Purchaser which shall direct and authorize the disposition of the Earnest Money Deposit; or

(2)an order of a court of competent jurisdiction which constitutes a final determination as to the disposition of the Earnest Money Deposit.

Anything herein to the contrary notwithstanding, Sellers and Purchaser agree that Escrow Agent shall not be liable for taking or omitting to take any action whatsoever, except for action taken or omitted to be taken by reason of the Escrow Agent’s gross negligence, willful misconduct, or bad faith.  Escrow Agent’s deposit of the Earnest Money Deposit, or any portion thereof, into a single account in an FDIC insured institution shall not constitute gross negligence, willful misconduct or bad faith.  Sellers (in the same ratio that their respective payments described in Exhibit B of the Agreement bear to the Purchase Price) and Purchaser shall reimburse and indemnify the Escrow Agent for, and shall hold it harmless from and against, any and all loss, liability, cost, or expense, including, without limitation, reasonable attorney’s fees and disbursements and reasonable court costs and expenses of defending any claim or liability, incurred by Escrow Agent without its willful misconduct or gross negligence or bad faith, or arising out of or in connection with its acceptance of, or its performance of its duties and obligations under this Escrow Agreement.

Upon making such delivery and performance of any other services included above, you will thereupon be released and acquitted from any further liabilities concerning the Earnest Money Deposit, it being expressly understood that such liability in any event is limited by the terms and conditions set forth herein.  By acceptance of this agency, you are in no way assuming responsibility for the validity or authenticity of the subject matter of the Earnest Money Deposit.

In the event that your duties under this Escrow Agreement shall conflict with any provision of the Agreement, this Escrow Agreement shall control.

In the event of litigation affecting your duties relating to the Earnest Money Deposit, we agree to reimburse you for any reasonable expenses incurred, including attorney fees, such obligation to be shared equally by Sellers, on one hand, and Purchaser, on the other hand.

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Any changes in the terms and conditions hereof may be made only in writing signed by all parties or their duly authorized representatives.

SELLERS:
James. A. Black Gaming Properties Trust
		Barry R. Moore
By:
	James A. Black, Trustee
		James Ritchie
Gary W. Black Gaming Properties Trust
		Marcus A. Hall
By:
	Gary W. Black, Trustee
Michael T. Black Gaming Properties Trust
By:
	Michael T. Black, Trustee
Jonco, Inc., a Nevada corporation
By:
	John O’Reilly, President
PURCHASER:
Robert R. Black, Sr.

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Virgin River Casino Corporation, a Nevada corporation
By:
	Robert R. Black, Sr., Secretary
B & BB, Inc., a Nevada corporation
By:
	Robert R. Black, Sr., Secretary

We hereby accept the Earnest Money Deposit under the terms and conditions therein set forth.

ESCROW AGENT:

NEVADA TITLE COMPANY

By:

Its:

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EX-2.2

Exhibit 2.2

AGREEMENT FOR PURCHASE AND SALE OR REDEMPTION

OF EQUITY INTERESTS

DATED DECEMBER 9, 2004

BY AND AMONG

SCOTT M. NIELSON,

AS SELLER,

AND

 ROBERT R. BLACK, SR. AND B& BB, INC.

AS PURCHASER

AGREEMENT FOR PURCHASE AND SALE OR REDEMPTION

OF EQUITY INTERESTS

THIS AGREEMENT is made as of November     , 2004 by and among Robert R. Black, Sr., and/or his Permitted Designee (hereinafter defined) (“Randy Black”) and B & BB, Inc., a Nevada corporation (“B&BB”) (collectively, Randy Black and B&BB are sometimes collectively referred to as “Purchaser”), having an address at 911 North Buffalo, Suite 211, Las Vegas, Nevada 89128, and Scott M. Nielson (“Seller”), having an address at                                    (all such parties sometimes collectively referred to as the “Parties” and individually as a “Party”).

R E C I T A L S

A.Seller is party to that certain Letter of Intent (the “LOI”) executed as of November 4, 2004 pursuant to which Purchaser offered to purchase or cause to be redeemed from Seller, all of his stock, membership or other equity interests of any type (such equity interests, the “Equity Interests”) held by him, whether directly or indirectly, in the Company.

B.Purchaser desires to purchase or cause to be redeemed all of the outstanding Equity Interests from Seller and Seller desire to sell such Equity Interests to Purchaser, or permit the redemption thereof, in either case on the terms and subject to the conditions contained in this Agreement.

C.The Parties enter this Agreement intending that this Agreement shall constitute the “Purchase Agreement” contemplated by the LOIs.

A G R E E M E N T S

NOW, THEREFORE, in consideration of the promises contained herein and good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

Purchase and Sale or Redemption of Equity Interests;

Closing and Manner of Payment

1.1Agreement to Purchase and Sell or Redeem Equity Interests.  On the terms and subject to the conditions contained in this Agreement, Seller shall tender to the Company, and Purchaser shall cause to be redeemed all of the outstanding Equity Interests (the “Acquisition”), free and clear of all options, proxies, voting trusts, voting agreements, judgments, pledges, charges, escrows, rights of first refusal or first offer, mortgages, indentures, claims, transfer restrictions, liens, equities, encumbrances, security interests and other encumbrances of every kind and nature whatsoever, whether arising by agreement, operation of law or otherwise (collectively, “Claims”).  The Equity Interests of Seller in the Company are set forth in Exhibit A attached hereto.  Notwithstanding the foregoing, Seller agree to cooperate in any reasonable change in the overall transaction structure, provided that if such change would adversely

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affect the after-tax financial impact of the Acquisition to Seller, or reduce, directly or indirectly, the purchase price to be paid to Seller, then Purchaser shall increase the Purchase Price payable to Seller in an amount sufficient to offset and eliminate such adverse effect.

1.2Purchase Price.  The aggregate purchase price of the Equity Interests shall be equal to Two Hundred Eighty-Nine Thousand Two Hundred Fifty-Six and No/100 Dollars ($289,256.00) (the “Purchase Price”).  The other stockholders of the Company (other than Randy Black) shall be paid, at the same time, for their respective Equity Interests in the Company as set forth in Exhibit B attached hereto.

1.3Manner of Payment of Purchase Price; Deposits.

(a)The Purchase Price shall be paid or satisfied at the later of January 3, 2005 or the Closing (as hereinafter defined) by wire transfer of immediately available funds to such bank account or accounts as each Seller shall designate by written notice delivered to Purchaser not later than five (5) business days prior to the Closing.  The failure of Seller to provide such written notice in a timely fashion shall be deemed an agreement by said Seller that the Escrow Agent (as hereinafter defined) may receive and hold for such Seller such Seller’s portion of the Purchase Price.  If Purchaser shall so wire transfer the Purchase Price and such wire transfer shall be received, Purchaser shall have no responsibility for the disbursement thereof from said account or accounts to Seller.  If Closing occurs prior to January 3, 2005, Purchaser agrees to escrow the Purchase Price (net of all costs and expenses payable by Seller hereunder) with the Escrow Agent, and Seller shall not be entitled to receipt of said net Purchase Price until January 3, 2005.  Seller shall nonetheless complete Closing on the Closing Date, and release of such escrow to Seller shall not be subject to any conditions other than the passage of time.

(b)Purchaser has deposited the sum of Ten Thousand and No/100 Dollars ($10,000.00) (“Earnest Money Deposit”) into an interest bearing escrow account with Nevada Title Company (“Escrow Agent”), account number 04-09-2387-DTL, of which Earnest Money Deposit, Five Thousand and No/100 Dollars ($5,000.00) is nonrefundable to Purchaser except on nonperformance or default by any of Seller pursuant to an Escrow Agreement in the form of Exhibit F among Seller, Purchaser and Escrow Agent.  The balance of the Earnest Money Deposit shall automatically become nonrefundable, except on nonperformance or other default by Seller, on the date that is forty-five (45) days after the date hereof.  The Earnest Money Deposit, and interest which has accrued thereon, shall be credited towards the Purchase Price and released from escrow to Seller as provided in Section 1.3(a), or the sooner termination of this Agreement, in accordance with the terms hereof, as and to the extent permitted under the Gaming Laws (hereinafter defined).

1.4Adjustment to the Purchase Price.  At Closing, the Purchase Price payable to Seller shall be reduced in accordance with the terms of Section 11.1, below.

1.5Manner of Delivery of Equity Interests.  At the Closing, Seller shall deliver to Purchaser such assignments and certificates evidencing the Equity Interests (together with all rights then or thereafter attaching thereto), including stock certificates duly endorsed in blank, or accompanied by valid stock powers duly executed in blank, in proper form for transfer, as Purchaser or Purchaser’s counsel may reasonably require.  To the extent any such certificate cannot be located or was never issued, a

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replacement stock certificate shall be issued by the Company upon receipt of a declaration by Seller as to Seller’s loss or non-receipt of such certificate.

1.6Time and Place of Closing; Extensions.

(a)Subject to the provisions of Section 1.3(a) regarding payment of the Purchase Price, the transaction contemplated by this Agreement shall be consummated (the “Closing”) at 10:00 a.m., prevailing business time, at the offices of Escrow Agent on (or upon ten (10) days’ written notice to Seller from Purchaser, before) the date that is ninety (90) days after the date hereof (or the next business day if such date is a weekend or legal holiday) (the “Original Closing Date”), or on such later date as may be allowed under Section 1.6(b), below, or on such other date, or at such other place, as shall be agreed upon by Seller and Purchaser.  The date on which the Closing shall occur is referred to in this Agreement as the “Closing Date”.  If the Closing shall occur, it shall be deemed to be effective as of 12:01 a.m., prevailing time at the place of Closing on the Closing Date.  From and after the Closing Date, Seller shall have no interest in the Companies or the business relationships among Purchaser and Non-Seller.

(b)The Closing Date may, at Purchaser’s option, be extended for up to three (3) additional periods of thirty (30) days each after the Original Closing Date, provided that in each such case, Purchaser’s extension election must be received by Seller prior to the Original Closing Date, or extended Closing Date, as applicable, and must be accompanied by evidence of Purchaser’s payment to Escrow Agent of an additional nonrefundable (except in the case of default or nonperformance by Seller hereunder) Earnest Money Deposit of Two Thousand Five Hundred and No/100 Dollars ($2,500.00) in each case paid prior to the Original Closing Date, or extended Closing Date, as applicable.  Each notice of extension shall be provided in accordance with Section 11.3, below.  Such additional deposits and accrued interest, if any, shall not be applied at Closing against the Purchase Price.  In no event will the total of all such extensions exceed ninety (90) days after the Original Closing Date.

(c)If the Acquisition has not closed on or before the Original Closing Date or any extension thereof, as applicable, then this Agreement shall terminate and the nonrefundable portion of the Earnest Money Deposit shall immediately be paid to Seller as liquidated damages, subject to gaming regulatory approval (if required), unless the failure to close is the result ofnonperformance or default by Seller.

(d)From and after Closing, Seller shall have no interest in the Company (including each subsidiary and affiliate of the Company) or the business relationships among Purchaser and the Non-Seller.

1.7Intentionally Omitted.

1.8Satisfaction of Credit Obligations.  Notwithstanding anything contained herein to the contrary, the Parties acknowledge and agree that the existing secured credit facility provided to the Company and certain of its affiliates by Bank of America, N.A., Wells Fargo, N.A., and certain other lenders, as the same may have been modified through the Closing Date, including as modified by any forbearance agreement (the “Credit Facility”), will be paid in full prior to the Closing by the

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Company; provided however, that such payment and satisfaction will not alter the Purchase Price payable hereunder.

1.9Intentionally Omitted.

ARTICLE II

Representations and Warranties

2.1General Statement.  The Parties make the representations and warranties to each other which are set forth in this Article II.  All such representations and warranties and all representations and warranties which are set forth elsewhere in this Agreement and in any financial statement, exhibit or document delivered by a Party to another Party pursuant to this Agreement or in connection herewith shall survive the Closing (and none shall merge into any instrument of conveyance), regardless of any investigation or lack of investigation by any of the Parties.  No specific representation or warranty shall limit the generality or applicability of a more general representation or warranty.  Representations and warranties of the Parties are initially made as of the date hereof.

2.2Representations and Warranties of Purchaser.

2.2.1Randy Black, represents and warrants to Seller as follows:

(a)Randy Black is an individual of legal age resident in the State of Nevada.

(b)Randy Black has full power and authority to enter into and perform this Agreement.  This Agreement has been duly executed and delivered by Randy Black, and constitutes a valid and legally binding obligation of Randy Black, enforceable against Randy Black in accordance with its terms (except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies).

(c)Except for filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), and the Nevada Gaming Control Act and the rules and regulations of the City of Mesquite and the Clark County Liquor and Gaming Licensing Board (together, “Gaming Laws”), as amended,no consent, authorization, order or approval of, or filing or registration with, any governmental commission, board or other regulatory body of the United States or any state or political subdivision thereof is required for or in connection with the consummation by Randy Black of the transaction contemplated hereby.

(d)Neither the execution and delivery of this Agreement by Randy Black, nor the consummation by Randy Black of the transaction contemplated hereby, will conflict with or result in a breach of any of the terms, conditions or provisions of any statute or administrative regulation, or of any order, writ, injunction, judgment or decree of any court or governmental authority or of any arbitration award to which Randy Black is subject or by which Randy Black is bound.

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(e)Except for documents executed in connection with the Credit Facility, Randy Black is not a party to any unexpired, undischarged or unsatisfied written or oral contract, agreement, indenture, mortgage, debenture, note or other instrument under the terms of which performance by Randy Black according to the terms of this Agreement will be a default or an event of acceleration, or grounds for termination, or require any consent or notice or whereby timely performance by Randy Black according to the terms of this Agreement may be prohibited, prevented or delayed.

(f)Neither Randy Black, nor any of his Affiliates (as defined below) has dealt with any person or entity who is or may be entitled to a broker’s commission, finder’s fee, investment banker’s fee or similar payment for arranging the transaction contemplated hereby or introducing the Parties to each other, that would be payable by any of Seller.  As used herein, an “Affiliate” is any person or entity which controls a Party or the Company, which that Party or the Company controls, or which is under common control with that Party or the Company.  For purposes of the preceding sentence, the term “control” means the power, direct or indirect, to direct or cause the direction of the management and policies of a person or entity through voting securities, contract or otherwise.  In the case of any of Seller, the term Affiliate shall include the O’Reillys.

(g)Randy Black is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and is acquiring the Equity Interests for his own account for investment and with no present intention of distributing or reselling such shares or any part thereof in any transaction which would constitute a “distribution” within the meaning of the Securities Act.  Randy Black understands that the Equity Interests have not been registered under the Securities Act or any state securities laws and are being transferred to Randy Black, in part, in reliance on the foregoing representation.

2.2.2The Company represents and warrants to Seller as follows:

(a)The Company is duly organized, existing and in good standing under the laws of its jurisdiction of incorporation or formation.  The execution and delivery of this Agreement by it and the performance by it of all of its obligations under this Agreement have been duly approved prior to the date of this Agreement by all requisite action of its board of directors.  The approval of its shareholders or such approval as is required under its constituent documents for it to execute this Agreement or consummate the transaction contemplated hereby has been duly given.  This Agreement has been duly executed and delivered by it.  Neither the execution and delivery of this Agreement by the Company, nor the consummation by them of the transaction contemplated hereby, will conflict with or constitute a breach of any of the terms, conditions or provisions of its Certificate or Articles of Incorporation, by-laws, or other governing or organizational documents, as the case may be.

(b)The Company has full power and authority to enter into and perform this Agreement.  This Agreement has been duly executed and delivered by the Company, and constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms (except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies).

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(c)Except for filings under the HSR Act and the Gaming Laws,no consent, authorization, order or approval of, or filing or registration with, any governmental commission, board or other regulatory body of the United States or any state or political subdivision thereof is required for or in connection with the consummation by the Company of the transaction contemplated hereby.

(d)Neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transaction contemplated hereby, will conflict with or result in a breach of any of the terms, conditions or provisions of any statute or administrative regulation, or of any order, writ, injunction, judgment or decree of any court or governmental authority or of any arbitration award to which the Company is subject or by which the Company is bound.

(e)Except for documents executed in connection with the Credit Facility, the Company is not a party to any unexpired, undischarged or unsatisfied written or oral contract, agreement, indenture, mortgage, debenture, note or other instrument under the terms of which performance by the Company according to the terms of this Agreement will be a default or an event of acceleration, or grounds for termination, or require any consent or notice or whereby timely performance by the Company according to the terms of this Agreement may be prohibited, prevented or delayed.

2.3Individual and Several Representations and Warranties of Seller.  Seller represents and warrants to Purchaser as follows:

(a)Seller owns the Equity Interests in the Company as set forth opposite his name in Exhibit A, free and clear of all Claims.  Seller has not granted or created, and Seller does not claim that the Company has granted or created in favor of  Seller, any outstanding subscriptions, options, warrants, rights (including preemptive rights), calls, convertible securities or other agreements or commitments of any character in favor of or relating to the Equity Interests of  Seller.  The Parties acknowledge and agree that to the extent any such rights existed in Seller, such Parties have waived and released any such rights under Section 3.2(a).

(b)Except for filings under the HSR Act and the Gaming Laws, no consent, authorization, order or approval of, or filing or registration with, any governmental commission, board or other regulatory body of the United States or any state or political subdivision thereof is required for or in connection with the consummation by  Seller of the transaction contemplated hereby.

(c)Seller has not entered into any agreement or commitment on behalf of the Company.  Purchaser acknowledges that the Black Brothers Trusts have participated and shall participate, to varying degrees, in the management of the Company through Closing and agrees that agreements, obligations, and liabilities arising or occurring in the ordinary course are excepted from applicability of the immediately preceding sentence.

(d)Seller is not a party to, or bound by, any unexpired, undischarged or unsatisfied written or oral contract, agreement, indenture, mortgage, debenture, note or other instrument under the terms of which performance by  Seller according to the terms of this Agreement will be a default or an event of acceleration, or grounds for termination, or whereby timely performance by  Seller of this Agreement may be prohibited, prevented or delayed.

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(e)Seller does not have or claim any ownership interest in or license or other right to use any assets or properties used in the operation of the businesses of the Company, or located at any business property of the Company.

(f)Seller has not taken any actions which were calculated to dissuade, or had the effect of dissuading, any present employees, representatives or agents of the Company from continuing an association with the Company after Closing.

(g)Neither  Seller nor any of his Affiliates has entered into any agreement or commitment with any person, firm or corporation entitling them to a broker’s commission, finder’s fee, investment banker’s fee or similar payment for arranging the transaction contemplated hereby or introducing the Parties to each other.

(h)Seller has full power and authority to execute and perform this Agreement.

(i)This Agreement has been duly executed and delivered by  Seller , and constitutes a valid and legally binding obligation of  Seller, enforceable against  Seller in accordance with its terms (except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies).

ARTICLE III

Conduct Prior to the Closing

3.1General.  Seller and Purchaser shall have the rights and obligations with respect to the period between the date hereof and the Closing Date which are set forth in the remainder of this Article III.

3.2Seller’s Obligations.  The following are Seller’s obligations:

(a)Seller hereby waives and releases, until the date of any termination of this Agreement (the “Termination Date”), any right of first refusal or similar right Seller may have with respect to the Acquisition pursuant to or arising under any agreements by or among any of Purchaser, Seller, or their principals and affiliates, or the constituent documents of the Company.  If Closing is completed prior to any termination hereof, the referenced waiver and release shall survive Closing hereunder.

(b)Seller shall not disclose to any third party (other than to its directors, officers, employees, agents, attorneys, consultants, accountants and lenders, and the officers, directors and employees of Seller’s Affiliates, having a need to know such information in connection with the transaction contemplated hereby), or use for any purpose other than evaluating and carrying out the transaction contemplated hereby, any Confidential Information regarding the Company, which information was obtained from any of Seller or the Company.  Intending that the term shall be broadly construed to include anything protectible under the Nevada Trade Secrets Act or other applicable law,

7

“Confidential Information” means all information, and all documents and other tangible items which record information, which at the time or times concerned is protectible as a trade secret under applicable law, including, without limitation, the following especially sensitive types of information with respect to the Company:

(i)product development and marketing plans and strategies;

(ii)unpublished drawings, manuals, know-how, research in progress, and the like;

(iii)the identity, purchase and payment patterns of, and special relations with, customers;

(iv)the identity, net prices and credit terms of, and special relations with, suppliers; and

(v)proprietary software and business records.

The preceding portions of this subsection (b) shall not apply to information (i) which was in the public domain or independently received from a third party with a right to disclose such information, or (ii) to the extent that disclosure is required by law.  Seller shall advise Purchaser of any request, including a subpoena or similar legal inquiry, to disclose any such Confidential Information, so that Purchaser or the Companies can seek appropriate legal relief.

(c)Seller shall cooperate with Purchaser (including without limitation delivery of all corporate or limited liability company authorizations) using their commercially reasonable good faith efforts in connection with Purchaser’s and/or the Companies’ pursuing and obtaining (i) all consents and approvals specified by Purchaser to the consummation of the transaction contemplated hereby under the HSR Act and the Gaming Laws and (ii) financing for the Acquisition.

3.3Purchaser’s Obligations.  The following are Purchaser’s obligations:

(a)Purchaser shall use its commercially reasonable good faith efforts to secure financing at Closing from its lender(s).

(b)Consistent with current practice, and to the extent allowed under the Credit Facility, Purchaser shall allow and continue to cause the Companies to make “tax payment” distributions to Seller in a manner designed to ensure that Seller shall have such funds available at such time as Seller are required to make payment to the appropriate taxing authority.

(c)Purchaser agrees to give periodic updates to Seller, not less frequently than every seven (7) calendar days, on the status of Purchaser’s financing for the Acquisition, which is anticipated to involve the issuance of secured notes.  Such updates may be in writing, or by telephone conference call with reasonable advance notice to Seller, but shall be in writing at least once every 30 days.  Seller (for himself and his agents and advisors) agree to hold all information disclosed in such periodic updates in

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strict confidence.  Seller agrees further that Purchaser shall have no liability to any of them for any inaccurate or mistaken information in, or omission from, any such updates, so long as the same was included or omitted in good faith.  Within two (2) business days of any reasonable request therefor, Purchaser will provide to Seller copies of any documents relating to such financing as may be in Purchaser’s possession or control and not otherwise required by Purchaser’s underwriter(s) to be held confidential from Seller.  Further, Purchaser will respond reasonably to Seller’s questions with respect to such financing.

3.4Joint Obligations.  The following shall apply with equal force to Seller, on the one hand, and Purchaser, on the other hand:

(a)Each of the Parties shall use commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate the transaction contemplated hereby as soon as reasonably practicable.

(b)Each Party shall promptly give the other Party written notice of the existence or occurrence of any condition or occurrence which would make any representation or warranty herein contained of either Party untrue or which might reasonably be expected to prevent the consummation of the transaction contemplated hereby.

(c)No Party shall intentionally perform any act which, if performed, or intentionally omit to perform any act which, if omitted to be performed, would prevent or excuse the performance of this Agreement by any Party or which would result in any representation or warranty herein contained of said Party being untrue in any material respect as if originally made on and as of the Closing Date.

(d)Seller shall cooperate with Purchaser who has made or shall forthwith make all filings and perform all acts required by them respectively under the HSR Act, the Gaming Laws, liquor laws and other statutory and regulatory requirements in connection with Purchaser’s making such filings and performing such acts.

(e)Without the prior consent of the other Parties (which shall not be unreasonably withheld or delayed), no Party will make any release to the press or other public disclosure, or make any statement to any competitor, customer, client or supplier of any Party or any other person, with respect to either the fact that discussions or negotiations have taken place concerning the Acquisition or the existence or contents of this Agreement, except for such public disclosure as may be required by law based on the good faith opinion of counsel.  If any Party proposes to make any disclosure based upon such an opinion, that Party will advise the other Parties, together with the text of the proposed disclosure, as far in advance of its disclosure as is practicable, and will in good faith consult with and consider the suggestions of the other Parties concerning the nature and scope of the information it proposes to disclose.  Notwithstanding the foregoing, the Parties agree that Purchaser may disclose the terms of the Acquisition to its investment bankers, lenders and their agents in connection with the financing of the Acquisition.

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ARTICLE IV

Conditions to Closing

4.1Conditions to Seller’s Obligations.  The obligation of Seller to close the transaction contemplated hereby is subject to the fulfillment of all of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which, this Agreement may, at Seller’s option, be terminated pursuant to and with the effect set forth in Article IX:

(a)Each and every representation and warranty made by Purchaser shall have been true and correct when made and shall be true and correct in all material respects as if originally made on and as of the Closing Date.

(b)All obligations of Purchaser to be performed hereunder through, and including on, the Closing Date (including, without limitation, all obligations which Purchaser would be required to perform at the Closing if the transaction contemplated hereby was consummated) shall have been performed in all material respects.

(c)No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby.

(d)Purchaser shall have delivered to Seller the written opinion of Black, Lobello and Pitegoff, LLC, counsel for Purchaser, dated as of the Closing Date, in substantially the form of Exhibit C attached hereto.

(e)All of the consents and approvals referred to in Section 3.2(c) shall have been obtained (without cost to Purchaser or the Company in excess of the normal and customary cost associated therewith).

(f)Purchaser and/or the Company shall have obtained releases of Seller from any personal guarantees of any obligations of the Company.

(g)The waiting period set forth in the HSR Act and the rules promulgated thereunder shall have expired or otherwise terminated.

4.2Conditions to Purchaser’s Obligations.  The obligation of Purchaser to close the transaction contemplated hereby is subject to the fulfillment of all of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which, this Agreement may, at Purchaser’s option, be terminated pursuant to and with the effect set forth in Article IX:

(a)Each and every representation and warranty made by Seller shall have been true and correct when made and shall be true and correct in all material respects as if originally made on and as of the Closing Date.

(b)All obligations of Seller to be performed hereunder through, and including on, the Closing Date (including, without limitation, all obligations which Seller would be required to perform

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at the Closing if the transaction contemplated hereby was consummated) shall have been performed in all material respects.

(c)All of the consents and approvals referred to in Section 3.2(c) shall have been obtained (without cost to Purchaser or the Company in excess of the normal and customary cost associated therewith).

(d)No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby.

(e)Seller shall have delivered to Purchaser the written opinion of his counsel, dated as of the Closing Date, in substantially the form of Exhibit D attached hereto, with such changes as shall be reasonably required by Purchaser’s lenders (it being understood that Purchaser’s lenders may rely upon such opinion).

(f)The waiting period set forth in the HSR Act and the rules promulgated thereunder shall have expired or otherwise terminated.

ARTICLE V

Closing

5.1Form of Documents.  At the Closing, the Parties shall deliver the documents, and shall perform the acts, which are set forth in this Article V.  All documents which Seller shall deliver shall be in form and substance reasonably satisfactory to Purchaser and Purchaser’s counsel.  All documents which Purchaser shall deliver shall be in form and substance reasonably satisfactory to Seller and Seller’s counsel.

5.2Purchaser’s Deliveries.  Subject to the fulfillment or waiver of the conditions set forth in Section 4.2, Purchaser shall execute and/or deliver to Seller all of the following:

(a)except as otherwise provided in Section 1.3(a), the Purchase Price to be paid at Closing as provided in Section 1.2;

(b)a closing certificate executed by Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser’s representations and warranties to Seller are true and correct in all material respects as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any material respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed in all material respects (or, if any such covenant has not been so performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser;

(c)the Mutual Release Agreement (as hereinafter defined) and

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(d)without limitation by the specific enumeration of the foregoing, all other documents reasonably required from Purchaser to consummate the transaction contemplated hereby.

5.3Seller’s Deliveries.  Subject to the fulfillment or waiver of the conditions set forth in Section 4.1, Seller shall execute or deliver to Purchaser all of the following:

(a)certificates representing all outstanding Equity Interests, duly endorsed in blank or with duly executed stock powers attached or, to the extent that any such Equity Interests are not certificated, assignments of such Equity Interests from Seller to Purchaser in a form reasonably satisfactory to Purchaser and Purchaser’s counsel;

(b)a closing certificate duly executed by Seller, pursuant to which Seller represents and warrants to Purchaser that Seller’s representations and warranties to Purchaser are true and correct in all material respects as of the Closing Date as if then originally made (or if any such representation or warranty is untrue in any material respect, specifying the respect in which the same is untrue), and that all covenants required by the terms hereof to be performed by Seller on or before the Closing Date, to the extent not waived by Purchaser in writing, have been so performed in all material respects (or if any such covenant has not been so performed, indicating that such covenant has not been performed);

(c)the written resignation of Seller as an officer, director, member, employee, or any other representative position with the Company effective as of the Closing Date;

(d)physical possession of all records, tangible assets, licenses, policies, contracts, plans, leases or other instruments owned by, used in the business or operations of, or pertaining to any Company, which are in the possession of Seller;

(e)any minute books and stock records of the Company which are in the possession of Seller;

(f)a certification duly executed by Seller that Seller is not a foreign person, in the form provided in Treasury Regulation § 1.1445-2(b)(2)(iii)A;

(g)all written consents, authorizations or amendments to the constituent documents of the Company necessary or desirable to allow or accommodate the Acquisition, including, if appropriate the redemption of all or a portion of the Equity Interests;

(h)the Mutual Release Agreement; and

(i)without limitation by the specific enumeration of the foregoing, all other documents reasonably required from Seller to consummate the transaction contemplated hereby.

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ARTICLE VI

Post-Closing Agreements

6.1Post-Closing Agreements.  From and after the Closing, the Parties shall have the respective rights and obligations which are set forth in the remainder of this Article VI.

6.2Inspection of Records.  Purchaser and Purchaser’s Affiliates, shall retain and make their books and records (including expired insurance policies and work papers in the possession of their respective accountants) with respect to the Company available for inspection by Seller, or by his duly accredited representatives, for reasonable business purposes at all reasonable times on reasonable prior notice, at Purchaser’s business location, during normal business hours, for a five (5) year period after the Closing Date, with respect to all transactions of the Company occurring prior to and relating to the Closing, and the historical financial condition, assets, liabilities, operations and cash flows of such Company.  As used in this Section 6.2, the right of inspection includes the right to make extracts or copies provided that such extracts or copies shall be made at such Seller’s sole cost and expense.  The representatives of Seller inspecting the records of Purchaser shall be reasonably satisfactory to Purchaser.

6.3Confidentiality.  Seller shall not communicate or divulge to, or use for the benefit of, any person, firm or corporation other than Purchaser, its agents and representatives, any Confidential Information.

6.4Use of Trademarks.  Seller shall not use and shall not license any third party to use, any name, slogan, logo or trademark which is similar or deceptively similar to any of the names or trademarks used in connection with the business of the Company.

6.5Hiring Away Employees.  For a period of two (2) years from the Closing Date, Seller shall not take any actions which are calculated to persuade any salaried, technical or professional employees, representatives or agents of the Company to terminate their association with the Company.

6.6Termination of Perquisites.  From and after the Closing, no Seller shall be entitled to receive or to grant or otherwise provide to any third party any goods, services, privileges (including “comping privileges”) or any other thing of value from or chargeable to the Company.

6.7Third Party Claims.  The Parties shall cooperate with each other with respect to the defense of any claims or litigation made or commenced by third parties subsequent to the Closing Date which are not subject to the indemnification provisions contained in Article VIII, provided that the Party requesting cooperation shall reimburse the other Party for the other Party’s reasonable out-of-pocket costs and expenses of furnishing such cooperation.

6.8Covenant Not to Compete.  As an inducement for Purchaser to enter into this Agreement, each Seller agrees that:

(a)from and after the Closing and continuing for the lesser of five (5) years from the Closing Date or the longest time permitted by applicable law, neither such Seller, nor any of its Affiliates shall directly or indirectly engage or participate, as an owner, partner, shareholder, consultant or (without limitation by the specific enumeration of the foregoing) otherwise, in any non-restricted gaming activities in the City of Mesquite, Nevada, or the area within a 25-mile radius thereof.

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(b)In the event of any breach of Section 6.8(a), the time period of the breached covenant shall be extended for the period of such breach.  Seller recognizes that the territorial, time and scope limitations set forth in this Section 6.8 are reasonable and are required for the protection of Purchaser and in the event that any such territorial, time or scope limitation is deemed to be unreasonable by a court of competent jurisdiction, Purchaser and Seller agree to the reduction of any of said territorial, time or scope limitations to such an area, period or scope as said court shall deem reasonable under the circumstances.

6.9Tax Reconciliation Issues.

(a)As is provided for in Section 3.3(b), during the period prior to Closing it is the intent of the Parties that, to the extent authorized under the Credit Facility and consistent with past practice, to the extent cash is available for distribution, the Company will distribute cash to Sellerin an amount equal to the tax liability of each Seller, attributable to such Seller’s ownership of the Equity Interests, for the period of such ownership.  Therefore, consistent with past practice and to the extent allowed under the Credit Facility, Purchaser shall allow and cause the Company to determine the actual tax liabilities of Seller arising out of their ownership of the Equity Interests and shall make payments to Seller in such amounts.  If, after Closing, it is determined that the Company has underpaid Seller on account of Seller’s actual tax liabilities, Purchaser shall allow and cause the Company to provide for a tax payment “true-up” distribution to Seller.  If, after Closing, it is determined that the Company has overpaid Seller on account of Seller’s actual tax liabilities, Seller shall provide for a tax payment “true-up” repayment to the Company.  Purchaser and Company shall enter into no contract, agreement, or other obligation with respect to Acquisition-related financing or otherwise which shall restrict, abridge, modify or otherwise affect such obligation to provide for and make such tax “true-up” payment to Seller.

(b)Purchaser and Seller agree to utilize and to execute any consents required to utilize, and Purchaser and Company shall utilize, the “interim closing of the books” method and the “termination of S corporation year” method under Sections 706 and 1377(a)(2) of the Internal Revenue Code, respectively, and applicable Treasury Regulations promulgated thereunder to allocate the Company’s income and other separately reportable items for income tax reporting purposes.  Purchaser and Seller also, for all actual or deemed allocation of purchase price requirements as applicable under the Internal Revenue Code to the Acquisition, agree to and shall apply the respective net book values of the various assets to constitute the respective fair market values thereof, with any residual amount to be allocated to goodwill or going concern value.

6.10Sale or Transfer of Interests to Company.  Purchaser represents and warrants that it is engaging in the Acquisition solely for its own benefit, and not with a view towards an assignment of this Agreement or any rights hereunder to any third party, except for an entity or entities owned in their entirety by Purchaser.  Subject to the provisions of the next following sentences, for a period of eighteen months from the Closing Date, Purchaser will not directly or indirectly: (i) sell, transfer or dispose, or agree to sell, transfer or dispose, of a controlling equity interest in the Company or allow the Company to sell all or material part of their assets to Station Casinos, Inc., Barrick Gaming Corporation, Boyd Gaming Corporation, or their principals and/or affiliates, at a price or on terms that would have resulted in proceeds to Seller (net of costs), had such transaction been consummated on the Closing Date, in excess of those payable from the transaction described herein (the amount of such excess being referred

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to as the “Excess Proceeds”); or (ii) other than the Acquisition, and regardless of the identity of the purchaser, share the net proceeds of any sale by Purchaser of an equity interest in the Company, or of any sale of the assets of the Company, with Seller, their principals or affiliates.  Notwithstanding the foregoing, the restriction contained in clause (i), above, shall not apply to: (A) issuance of less than a controlling interest in the Company to any party, where the proceeds thereof are retained by the Company; (B) any foreclosure, condemnation or other involuntary conveyance of any type; (C) any deed in lieu of foreclosure or similar voluntary transaction to a lender or lenders, or the designee(s) of such lender(s); (D) conveyance by any lender or lenders of any equity interests in or assets of the Company after acquisition thereof pursuant to clauses (B) or (C), above; or (E) Purchaser’s cooperation with a lender or lenders in connection with a transaction described in clauses (B), (C) or (D), above.  In addition, Purchaser may engage in transactions otherwise prohibited hereunder so long as Purchaser shares the Excess Proceeds otherwise distributable to Purchaser from such transaction(s) with Seller, so that each of Purchaser and Seller receives a portion of such Excess Proceeds that is proportionate to their respective ownership interests in the Company as existing on the date hereof; in such case, and in the calculation of the Excess Proceeds therefor, Purchaser and affiliates of Purchaser shall be entitled to an actual brokerage commission not to exceed one percent (1%).

6.11Mutual Release.  Effective from and after Closing, except as expressly provided herein to the contrary, Seller and Purchaser will be deemed, by the completion of Closing, to have released the Company, each other and their respective principals, agents and employees, and the Company shall be deemed to have released Seller, of and from any liability arising out of or in connection with the business and financial operations and affairs of the Company through and including the Closing Date, including any claims with respect to the negotiation of the terms of the LOI and this Agreement, such that no further claims against any of them relating to the period before Closing may be brought by any of them, in any capacity.  The Parties shall execute and deliver to each other at Closing a separate instrument of release (the “Mutual Release Agreement”) in the form attached hereto as Exhibit E.

6.12Further Assurances.  The Parties shall execute such further documents, and perform such further acts, as may be necessary to transfer and convey the Equity Interests to Purchaser on the terms herein contained and to otherwise comply with the terms of this Agreement.

6.13Injunctive Relief.  Seller specifically recognize that any breach of Section 6.3, 6.4, 6.5 or 6.8 will cause irreparable injury to Purchaser and that actual damages may be difficult to ascertain, and in any event, may be inadequate.  Accordingly (and without limiting the availability of legal or equitable, including injunctive, remedies under any other provisions of this Agreement), Seller agree that in the event of any such breach, Purchaser shall be entitled to injunctive relief in addition to such other legal and equitable remedies that may be available.  Seller and Purchaser recognize that the absence of a time limitation in Section 6.3 is reasonable and properly required for the protection of Purchaser and in the event that the absence of such limitation is deemed to be unreasonable by a court of competent jurisdiction, Seller agree and submit to the imposition of such a limitation as said court shall deem reasonable.

ARTICLE VII

RESERVED

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ARTICLE VIII

Indemnification

8.1General.  From and after the Closing, the Parties shall indemnify each other as provided in this Article VIII.  No specifically enumerated indemnification obligation with respect to a particular subject matter as set forth below shall limit or affect the applicability of a more general indemnification obligation as set forth below with respect to the same subject matter.  For the purposes of this Article VIII, each Party shall be deemed to have remade all of its representations and warranties contained in this Agreement at the Closing with the same effect as if originally made at the Closing.

8.2Certain Definitions.  As used in this Agreement, the following terms shall have the indicated meanings:

(a)“Damages” shall mean all liabilities, demands, claims, actions or causes of action, regulatory, legislative or judicial proceedings or investigations, assessments, levies, losses, fines, penalties, damages, costs and expenses, including, without limitation:  (i) reasonable attorneys’, accountants’, investigators’, and experts’ fees and expenses, sustained or incurred in connection with the defense or investigation of any such claim; and (ii) costs and expenses reasonably incurred to bring the Company’s assets and business into compliance with law.

(b)“Indemnified Party” shall mean a Party who is entitled to indemnification from another Party pursuant to this Article VIII;

(c)“Indemnifying Party” shall mean a Party who is required to provide indemnification under this Article VIII to another Party;

(d)“Third Party Claims” shall mean any claims for Damages which are asserted or threatened by a party other than the Parties, their successors and permitted assigns, against any Indemnified Party or to which an Indemnified Party is subject.

8.3Seller’s Indemnification Obligations.  Seller shall indemnify, save and keep Purchaser, its institutional lenders, the Company and their respective successors and assigns and, if applicable, their respective directors, officers and shareholders (each a “Purchaser Indemnitee” and collectively the “Purchaser Indemnitees”) forever harmless against and from all Damages sustained or incurred by any Purchaser Indemnitee, as a result of or arising out of or by virtue of:

(a)any inaccuracy in or breach of any representation and warranty made by such Seller to Purchaser herein or in any closing document delivered to Purchaser in connection herewith;

(b)the breach by Seller of, or failure of Seller to comply with, any of the covenants or obligations under this Agreement to be performed by Seller (including, without limitation, his or its obligations under this Article VIII).

8.4Purchaser’s Indemnification Obligations.  Purchaser shall (or in the case of Section 8.4(c), below, shall cause the Companies to) indemnify, save and keep Seller and, if applicable, the

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directors, officers, shareholders, trustees and beneficiaries of Seller, and James A. Black, Gary W. Black and Michael T. Black, and their respective successors and assigns (“Seller Indemnitees”), forever harmless against and from all Damages sustained or incurred by Seller Indemnitee, as a result of or arising out of or by virtue of:

(a)any inaccuracy in or breach of any representation and warranty made by Purchaser to Seller herein or in any closing document delivered to Seller in connection herewith;

(b)any breach by Purchaser of, or failure by Purchaser to comply with, any of the covenants or obligations under this Agreement to be performed by Purchaser (including without limitation its obligations under this Article VIII); or

(c)any claims of third parties relating to the business and financial operations and affairs of the Company accruing, or arising pursuant to or as a consequence of acts and/or omissions  occurring, prior to and after Closing.

8.5Cooperation.  Subject to the provisions of Section 8.7, the Indemnifying Party shall have the right, at its own expense, to participate in the defense of any Third Party Claim, and if said right is exercised, the Parties shall cooperate in the investigation and defense of said Third Party Claim.

8.6Subrogation.  The Indemnifying Party shall not be entitled to require that any action be brought against any other person before action is brought against it hereunder by the Indemnified Party and shall not be subrogated to any right of action until it has paid in full or successfully defended against the Third Party Claim for which indemnification is sought.

8.7Third Party Claims.  Forthwith following the receipt of notice of a Third Party Claim, the Party receiving the notice of the Third Party Claim shall (i) notify the other Party of its existence setting forth with reasonable specificity the facts and circumstances of which such Party has received notice and (ii) if the Party giving such notice is an Indemnified Party, specifying the basis hereunder upon which the Indemnified Party’s claim for indemnification is asserted.  The Indemnified Party may, upon reasonable notice, tender the defense of a Third Party Claim to the Indemnifying Party.  If:

(a)the defense of a Third Party Claim is so tendered and such tender is accepted without qualification by the Indemnifying Party; or

(b)within thirty (30) days after the date on which written notice of a Third Party Claim has been given pursuant to this Section 8.7, the Indemnifying Party shall acknowledge without qualification its indemnification obligations as provided in this Article VIII in writing to the Indemnified Party;

then, except as hereinafter provided, the Indemnified Party shall not have the right to defend or settle such Third Party Claim.  The Indemnified Party shall have the right to be represented by counsel at its own expense in any such contest, defense, litigation or settlement conducted by the Indemnifying Party provided that the Indemnified Party shall be entitled to reimbursement therefor if the Indemnifying Party shall lose its right to contest, defend, litigate and settle the Third Party Claim as herein provided.  The

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Indemnifying Party shall lose its right to defend and settle the Third Party Claim if it shall fail to diligently contest the Third Party Claim.  So long as the Indemnifying Party has not lost its right and/or obligation to defend and settle as herein provided, the Indemnifying Party shall have the exclusive right to contest, defend and litigate the Third Party Claim and shall have the exclusive right, in its discretion exercised in good faith, and upon the advice of counsel, to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable, provided that at least ten (10) days prior to any such settlement, written notice of its intention to settle shall be given to the Indemnified Party.  All expenses (including without limitation attorneys’ fees) incurred by the Indemnifying Party in connection with the foregoing shall be paid by the Indemnifying Party.  Notwithstanding the foregoing, in connection with any settlement negotiated by an Indemnifying Party, no Indemnified Party shall be required by an Indemnifying Party to (x) enter into any settlement that does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such claim or litigation, (y) enter into any settlement that attributes by its terms liability to the Indemnified Party or imposes any obligations on the Indemnified Party other than the obligation to execute and deliver customary settlement documents or (z) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice.  No failure by an Indemnifying Party to acknowledge in writing its indemnification obligations under this Article VIII shall relieve it of such obligations to the extent they exist.  If an Indemnified Party is entitled to indemnification against a Third Party Claim, and the Indemnifying Party fails to accept the defense of a Third Party Claim tendered pursuant to this Section 8.7, or if, in accordance with the foregoing, the Indemnifying Party shall lose its right to contest, defend, litigate and settle such a Third Party Claim, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that at least ten (10) days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party.  If, pursuant to this Section 8.7, the Indemnified Party so defends or (except as hereinafter provided) settles a Third Party Claim, for which it is entitled to indemnification hereunder, as hereinabove provided, the Indemnified Party shall be reimbursed by the Indemnifying Party for the reasonable attorneys’ fees and other expenses of defending the Third Party Claim which is incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys’ fees and other expenses.

ARTICLE IX

Effect of Termination/Proceeding

9.1General.  The Parties shall have the rights and remedies with respect to the termination and/or enforcement of this Agreement which are set forth in this Article IX.

9.2Right to Terminate.  Anything to the contrary herein notwithstanding, this Agreement and the transactions contemplated hereby may be terminated at any time prior to the Closing:

(a)by Purchaser by delivery of written notice to Seller; or

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(b)by Seller by delivery of written notice to Purchaser in the event of Purchaser’s failure to complete Closing as provided and within the periods set forth in Section 1.6(c).

9.3Certain Effects of Termination.  In the event of the termination of this Agreement by Seller or Purchaser, in either case, as provided in Section 9.2:

(a)each Party, if so requested by the other Party, will return promptly every document furnished to it by the other Party (or any subsidiary, division, associate or Affiliate of such other Party) in connection with the transaction contemplated hereby, whether so obtained before or after the execution of this Agreement, and any copies thereof (except for copies of documents publicly available) which may have been made, and will cause its representatives and any representatives of financial institutions and investors and others to whom such documents were furnished promptly to return such documents and any copies thereof any of them may have made; and

(b)all information received by any Party with respect to the business of the other Party or its subsidiaries, divisions, Affiliates or associates (other than information which is a matter of public knowledge or which has heretofore been or is hereafter publicly published in any publication for public distribution or filed as public information with any governmental authority) shall not, unless otherwise required by law, at any time be used for the advantage of, or disclosed to third parties by, such Party for any reason whatsoever; and

(c)the nonrefundable portion of the Earnest Money Deposit shall immediately be paid to Seller as liquidated damages, as and to the extent permitted under the Gaming Laws, unless the failure to close is the result ofnonperformance or default by Seller, in which case all such funds shall be paid to Purchaser.  In any case, Purchaser’s liability for failure to close the Acquisition, and Seller’s sole remedy for Purchaser’s breach hereunder, shall be limitedto forfeiture of the nonrefundable portion of the Earnest Money Deposit in the amount(s) set forth herein, plus Purchaser’s obligations under Section 11.1, below.  In the event of a dispute concerning the Earnest Money Deposit, the prevailing party shall be entitled to recover, without limitation, its costs and expenses in connection with such dispute (including reasonable attorneys’ fees).

This Section 9.3 shall survive any termination of this Agreement.

9.4Purchaser’s Remedies.  If Seller breaches this Agreement, Purchaser shall not be limited to the termination right granted in Section 9.2 but may, in the alternative, elect to do one of the following:

(a)proceed to Closing despite the nonfulfillment of any closing condition, it being understood that consummation of the transactions contemplated herein shall not be deemed a waiver of a breach of any representation, warranty or covenant or of Purchaser’s rights and remedies with respect thereto; or

(b)decline to proceed to Closing, terminate this Agreement as provided in Section 9.2, and thereafter seek damages to the extent permitted in Section 9.5; or

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(c)seek specific performance of the obligations of Seller.  Seller hereby agrees that in the event of any breach of this Agreement by such Party, the remedies available to Purchaser at law would be inadequate and that Seller’s obligations under this Agreement may be specifically enforced.

9.5Right to Damages.  If Purchaser terminates this Agreement pursuant to Section 9.2, Purchaser shall have no damages claim against Seller except if the circumstances giving rise to such termination were caused either by Seller’s material breach of Seller’s obligations under Article III or Sections 5.1 and 5.3, or by any of Seller’s representations and warranties contained in Section 2.3 being in a material respect incorrect when made, in which event termination shall not be deemed or construed as limiting or denying any legal or equitable right or remedy of Purchaser against Seller, and Purchaser shall be entitled to recover, without limitation, its costs and expenses which are incurred in pursuing its rights and remedies (including reasonable attorneys’ fees).

9.6Apportionment of Earnest Money Deposit.  If all or a portion of the Earnest Money Deposit is released to Seller other than in connection with the completion of Closing hereunder, Seller agree that the Earnest Money Deposit so released shall be allocated among Seller in the same proportion as the allocation of the aggregate Purchase Price, as described in Exhibit B.

9.7Automatic Termination.  If the condition provided for in Section 1.9(c) is not satisfied within the time period specified in such section and the waiver provided in such Section is not delivered within the time period specified in such section, this Agreement shall terminate.

ARTICLE X

RESERVED

ARTICLE XI

Miscellaneous

11.1Fees and Expenses.  Whether or not the transactions contemplated hereby are consummated, Purchaser and Seller shall each pay their own costs and expenses, including, without limitation, all attorneys fees and related costs specifically incurred by them in connection with the preparation and negotiation of this Agreement.  The fees and expenses incurred in connection with any filings required under the HSR Act (the “HSR Costs”) will be borne by Purchaser; provided, however, that at Closing, Purchaser shall be entitled to a credit in the amount of fifty percent (50%) of the HSR Costs, such credit to be applied against the Purchase Price payable by Purchaser to Seller and allocated among Seller and the other stockholders in the Company in same ratio that their respective payments described in Exhibit B bear to the Purchase Price.  In addition to the obligation to pay the costs and expenses as provided for above, Purchaser shall also be required to fund all Acquisition-related costs and expenses incurred by the Company or allocable to any or all of the Company and shall not seek or be entitled to reimbursement from the Company if the Acquisition fails to close for any reason, including, without limitation, as the result of termination of this Agreement, other than a failure to close resulting from default or non-performance by Seller.  In no event shall any costs or expense be charged to any of the Company which would constitute a breach of the Credit Facility.

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11.2Publicity.  Except as otherwise required by law or applicable stock exchange rules, press releases concerning this transaction shall be made only with the prior agreement of Seller and Purchaser.  Except as otherwise required by law or applicable stock exchange rules, no such press releases or other publicity shall state the amount of the Purchase Price.  Notwithstanding the foregoing, the Parties agree that Purchaser and Purchaser’s investment bankers, lenders and their agents may issue or authorize press releases in connection with the financing of the Acquisition.

11.3Notices.  All notices required or permitted to be given hereunder shall be in writing and may be delivered by hand, by facsimile, by nationally recognized private courier, or by United States mail.  Notices delivered by mail shall be deemed given three (3) business days after being deposited in the United States mail, postage prepaid, registered or certified mail.  Notices delivered by hand, by facsimile, or by nationally recognized private carrier shall be deemed given on the first business day following receipt; provided, however, that a notice delivered by facsimile shall only be effective if such notice is also delivered by hand, or deposited in the United States mail, postage prepaid, registered or certified mail, on or before two (2) business days after its delivery by facsimile.  All notices shall be addressed as follows:

If to Seller:

Scott M. Nielson

Fax: (702)

If to Purchaser:

Robert R. Black, Sr.

911 North Buffalo, Suite 211

Las Vegas, Nevada 89128

Fax: (702) 341-5287

with a copy to:

Daniel S. Ojserkis, Esquire

Fox Rothschild LLP

1301 Atlantic Avenue, Suite 400

Atlantic City, New Jersey 08401

Fax: (609) 348-6834

and/or to such other respective addresses and/or addressees as may be designated by notice given in accordance with the provisions of this Section 11.3.

11.4Expenses; Transfer Taxes.  Except as provided in Section 11.1, each Party shall bear all fees and expenses incurred by such Party in connection with, relating to or arising out of the negotiation,

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preparation, execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby, including, without limitation, attorneys’, accountants’ and other professional fees and expenses.

11.5Entire Agreement.  This Agreement and the instruments to be delivered by the Parties pursuant to the provisions hereof constitute the entire agreement between the Parties and shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, successors and permitted assigns.  Each Exhibit shall be considered incorporated into this Agreement.  Any amendments, or alternative or supplementary provisions to this Agreement must be made in writing and duly executed by an authorized representative or agent of each of the Parties.  It is expressly understood among the Parties that the terms and conditions of this Agreement shall supersede and in all respects replace the LOI, and the LOI shall be of no further force or effect.

11.6Non-Waiver.  The failure in any one or more instances of a Party to insist upon performance of any of the terms, covenants or conditions of this Agreement, to exercise any right or privilege in this Agreement conferred, or the waiver by said Party of any breach of any of the terms, covenants or conditions of this Agreement, shall not be construed as a subsequent waiver of any such terms, covenants, conditions, rights or privileges, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.  No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving Party.  A breach of any representation, warranty or covenant shall not be affected by the fact that a more general or more specific representation, warranty or covenant was not also breached.

11.7Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument.

11.8Severability.  The invalidity of any provision of this Agreement or portion of a provision shall not affect the validity of any other provision of this Agreement or the remaining portion of the applicable provision.

11.9Applicable Law.  This Agreement shall be governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the internal laws of the State of Nevada applicable to contracts made in that State.

11.10Binding Effect; Benefit.  This Agreement shall inure to the benefit of and be binding upon the Parties, and their successors and permitted assigns.  Nothing in this Agreement, express or implied, is intended to confer on any person other than the Parties, and their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

11.11Assignability.  This Agreement shall not be assignable by any Party without the prior written consent of the other Parties, except that at or prior to the Closing, Purchaser may assign its rights and delegate its duties under this Agreement to a corporation or other entity and may assign its rights under this Agreement to its lenders for collateral security purposes, and after the Closing, Purchaser may assign its rights and delegate its duties under this Agreement to any third party; provided, however, that in any such case, Purchaser’s assignment will be subject to the provisions of Section 6.10 (any such

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assignee being referred to as a “Permitted Designee”).  No such assignment shall relieve Purchaser of any of its liabilities under this Agreement.

11.12Amendments.  This Agreement shall not be modified or amended except pursuant to an instrument in writing executed and delivered on behalf of each of the Parties.

11.13Compliance with Nevada State Gaming Law.

(a)No Gaming Interest.  Purchaser acknowledges that absent the requisite approval by the Nevada State Gaming Control Board, the Nevada Gaming Commission, the City of Mesquite and the Clark County Liquor and Gaming Licensing Board (collectively, the “Nevada Gaming Authorities”), Purchaser is strictly prohibited from obtaining any interest whatsoever in the Equity Interests.  Therefore, the Parties expressly agree that Seller shall retain ownership of the Equity Interests until such time as Purchaser obtains all required approvals and licenses from the Nevada Gaming Authorities.  The Parties agree that absent Purchaser’s receipt of all such necessary gaming licenses, no ownership interest in the Equity Interests shall pass to Purchaser.

(b)Purchaser Regulatory Approvals.  Purchaser shall promptly apply for, and exert Purchaser’s commercially reasonable efforts to obtain, all regulatory approvals from the Nevada Gaming Authorities and any other applicable governmental authorities for this transaction.

11.14Survival.  The Parties agree that unless expressly provided to the contrary herein, all provisions of this Agreement shall survive Closing.

11.15Headings.  The headings contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

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IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

/s/ ROBERT R. BLACK, SR.
Robert R. Black, Sr.
B & BB, Inc., a Nevada corporation
By:	/s/ ROBERT R. BLACK, SR.
	Robert R. Black, Sr., Secretary
/s/ SCOTT M. NIELSON
Scott M. Nielson

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Exhibit A*

Equity Interests List

B & B B, Inc.

Name No. of Shares Certificate No. Percentage Ownership

*  Registrants agree to furnish supplementally a copy of the omitted schedules to the Securities Exchange Commission upon its request.

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Exhibit B*

Allocation of Purchase Price

B & B B, Inc.

*  Registrants agree to furnish supplementally a copy of the omitted schedules to the Securities Exchange Commission upon its request.

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Exhibit C

Form of Legal Opinion of Purchaser’s Counsel

[PURCHASER’S COUNSEL’S LETTERHEAD]

                             , 200  

Scott M. Nielson

RE:Agreement for Purchase and Sale or Redemption of Equity Interests dated as of November     , 2004 (the “Agreement”) among Robert R. Black, Sr. (“Black”) and B& BB, Inc., a Nevada corporation (“B&BB”) and Scott M. Nielson, an individual (the “Seller”)

Ladies and Gentlemen:

We have acted as Nevada counsel for Robert R. Black, Sr. (“Black”), and B& BB, Inc., a Nevada corporation (“B&BB”) in connection with the execution, preparation, and delivery of the Agreement.  Capitalized terms not defined in this letter shall have the meanings given under the Agreement, unless the context clearly requires otherwise.  This opinion letter is provided to you at the request of our clients, pursuant to Section 4.1(d) of the Agreement.

In such capacity, we have examined originals, or copies certified or otherwise authenticated to our satisfaction, of: (i) the Agreement, (ii) the Mutual Release Agreement dated of even date herewith; and (iii) all other documents executed and delivered by Purchaser pursuant to the Agreement (collectively, the “Purchaser’s Documents”).

Additionally, we have reviewed such other documents, instruments and agreements as we deemed relevant and/or necessary or appropriate in order for us to render the opinions expressed herein.  We have also made such examination of law as we have deemed necessary for purposes of this opinion.

In our examination, we have assumed the genuineness of all signatures (except for Black and B&BB), the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as certified or photocopies, the authenticity of the originals of such latter documents, the accuracy and completeness of all documents and records reviewed by us, the accuracy, completeness and authenticity of each certificate issued by any government official, office or agency  and the absence of change in the information contained therein from the effective date of any such certificate.

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We have assumed that each of the parties to the Purchaser’s Documentsother than the Purchaser (the “Other Parties”) has satisfied all applicable legal requirements necessary to make the Purchaser’s Documents enforceable against it and has complied with all legal requirements pertaining to its status as such status relates to its rights to enforce the Purchaser’s Documents against Black and B&BB.  We have also assumed that the conduct of the parties to the Purchaser’s Documents complies with any requirements of good faith, fair dealing and absence of unconscionability, and there has not been any mutual mistake of fact, fraud, duress or undue influence.

As to any facts material to our opinions expressed herein, we have relied upon the representations and warranties of Black and B&BB as contained in the Agreementand upon a certificate of Black and B&BB with respect to certain factual matters, a copy of which is attached to this letter.  In this regard, we have assumed the due authorization, execution and delivery of the Purchaser’s Documents by all of the Other Parties thereto, that all of the Other Parties thereto have full power and legal right to enter into the Purchaser’s Documents, as applicable, and to consummate the transactions contemplated thereby, and that each of the Purchaser’s Documentsconstitutes a legal, valid and binding obligation of each of the Other Parties thereto.

To the extent that a statement herein is qualified by the phrases “to our knowledge” or “known to us”, or by similar phrases, it is intended to indicate that, during the course of our representation of Black and B&BB in connection with the Purchaser’s Documents, no information that would give us current actual knowledge of the inaccuracy of such statement has come to the attention of those attorneys presently in this firm who have rendered substantive legal services in connection with the representation of Black and B&BBwith respect to the Purchaser’s Documents.  However,we have not undertaken any independent investigation or review to determine the accuracy of any such statement, and any limited inquiry undertaken by us during the preparation of this opinion letter should not be regarded as such an investigation or review.  No inference as to our knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of our representation of Black and B&BB.

Our opinion is limited in all respects to the laws of the United States and the State of Nevada.

On the basis of and subject to the foregoing, and in reliance thereon, and subject to the limitations, qualifications and exceptions set forth below, we are of the opinion that:

1Black is a Nevada resident, of full age.  B&BB is a Nevada corporation duly incorporated formed and, based solely on a standing certificate from the Nevada Secretary of State dated                       , 20      , validly existing as corporations in good standing under the laws of the State of Nevada.

2Black and B&BB have all requisite power to enter into, deliver and perform their specific obligations under the Purchaser’s Documents.

3B&BB has taken all necessary corporate action to authorize the execution, delivery and performance by it of the Seller’s Documents to which it is a party.

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4Each of the Purchaser’s Documents have been duly and validly authorized, and the Purchaser’s Documents have been duly and validly executed and delivered by Black and B&BB.

5Each of the Purchaser’s Documents is the legal, valid and binding obligation of Black and B&BB, enforceable against Black and B&BB in accordance with its terms.

6The execution and delivery by Black and B&BB of the Purchaser’s Documentsand the performance of the obligations of Black and B&BB thereunder do not (i) violate any Federal or Nevada law applicable to Black and B&BB or, to our knowledge, any order, rule or regulation of any Federal or Nevada governmental authority or agency having jurisdiction over Black and B&BB or their properties or by which any of them is bound; (ii) with the exception of the Credit Facility, to our knowledge, result in a breach of or constitute a default or grounds for acceleration of the maturity under any agreement or instrument to which Black and B&BB is a party or by which any of their properties is bound or affected; (iii) to our knowledge, result in, or require, the creation or imposition of any lien upon or with respect to any of the properties now owned by Black and B&BB; or (iv) to our knowledge, violate any judgment, order, writ, injunction or decree binding on Black and B&BB.

7Except as expressly provided in the Agreement, no authorization, approval, license, permit or other action by, and no notice to or filing with, any Federal or Nevada governmental authority or judicial or regulatory body is required (or, if required, such authorization, approval, license, permit, action or filing has been duly made or obtained) for the due execution, delivery and performance of the obligations of Black and B&BB under the Purchaser’s Documents.

8To our knowledge, there are no pending or threatened actions, suits, proceedings or investigations before any court, board of arbitration, governmental agency, commission or official against Black and B&BB relating to the Acquisition.

Our opinions expressed above are subject to the following additional qualifications:

(a)The opinions expressed herein are qualified to the extent that the validity, binding nature and enforceability of the Purchaser’s Documents may be limited or otherwise affected by:  (i) general principles of equity, including without limitation, principles of commercial reasonableness, good faith, and fair dealing, regardless of whether enforceability is considered in a proceeding in equity or at law;  (ii) bankruptcy, insolvency, reorganization, fraudulent conveyance (including without limitation the Uniform Fraudulent Transfer Act in Nevada and similar provisions of the Federal Bankruptcy Code), arrangement, rehabilitation, liquidation, moratorium, and other similar laws relating to or affecting rights and remedies of creditors and secured parties generally;  (iii) limitations on the right of Black and B&BB to exercise the rights and remedies under the Purchaser’s Documents if it is determined by a court of competent jurisdiction that it cannot be demonstrated that enforcement of the rights and remedies is reasonably necessary for the protection of Black and B&BB; and  (iv) the unenforceability under certain circumstances of provisions indemnifying, or prospectively releasing, a party against liability for its own wrongful or negligent acts or where the release or indemnification is contrary to public policy.

(b)Requirements in the Purchaser’s Documents specifying that provisions thereof may be amended or waived only in writing may not be enforced under Nevada law to the extent that a

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subsequent oral agreement modifying provisions of any such agreement or document has been performed.

(c)We express no opinion as to the enforceability of:  (i) provisions that define, waive or set standards for good faith, reasonableness, commercial reasonableness, fair dealing, diligence or the like;  (ii) provisions that provide the right to exercise remedies upon the happening of a non-material breach of the Purchaser’s Documents (including, without limitation, material breaches of non-material provisions thereof);  (iii) provisions that govern the election of remedies or provide that remedies are cumulative;  (iv) provisions that authorize any party to use force or cause a breach of the peace in enforcing rights or remedies;  (v) provisions that release, exculpate or exempt a party from, or require indemnification of a party for, liability for its own action or inaction or provide any indemnity or hold harmless to the extent such indemnity or hold harmless is, with respect to any activity, contrary to public policy;  (vi) provisions that require the payment or reimbursement of any fee, cost, expense or other item that is unreasonable in nature or amount;  (vii) provisions that waive or restrict the right to a jury trial, specify a means for service of process, specify governing law, select venue or consent to personal jurisdiction; or  (viii) provisions that purport to establish evidentiary standards.

(d)Our opinions in paragraphs 6 and 7 above as to compliance with certain statutes, rules and regulations and as to required permits, consents or approvals of, authorizations by, or registrations, declarations or filings with certain governmental authorities are based upon a review (as limited by (a), (b), and (c) above) of those Federal and Nevada statutes, rules and regulations which, in our experience, are normally applicable to transactions of the type contemplated by the Agreement.

(e)In rendering this opinion, we have assumed that:  (i) the Other Parties have acted without notice of any defense against the enforcement of any rights created by the transactions contemplated by the Agreement;  (ii) there are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement or qualify the terms of the Purchaser’s Documents;  (iii) each applicable statute, rule, regulation, order and agency action affecting the parties to the Agreement or the transactions contemplated thereby is valid and constitutional;  and (iv) the Other Parties will act in accordance with, and will refrain from taking any action which is inconsistent with, the terms and conditions of the Purchaser’s Documents.

(f)No opinion is given with respect to the enforceability of any provision of the Purchaser’s Documents that purports to preclude modification of the Purchaser’s Documents through conduct, custom or course of performance, action or dealing.

(g)Our opinion is based upon and relies upon the current status of law, and in all respects is subject to and may be limited by future legislation or case law.

The opinions expressed herein represent our reasonable professional judgment as to the matters of law addressed herein, based upon the facts presented or assumed, and are not guarantees that a court will reach any particular result.

This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated.  This opinion letter is given as of the date hereof, and we expressly disclaim any obligation to update or supplement our opinions contained herein to reflect any

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facts or circumstances that may hereafter come to our attention or any changes in laws which may hereafter occur.

This opinion letter and the opinions contained herein may be relied on by the addressees hereof but may not be relied upon by any other person or entity without our prior written consent and may not be used, circulated, furnished, quoted or otherwise referred to for any other purpose without our prior written consent.

Very truly yours,

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Exhibit D

Form of Legal Opinion of Seller’ Counsel

[SELLER’ COUNSEL’S LETTERHEAD]

                             , 200  

ROBERT R. BLACK, SR.

B & BB, INC.

c/o Diversified Interests

911 N. Buffalo Drive, Suite 201

Las Vegas, NV  89128

United States of America

RE:Agreement for Purchase and Sale or Redemption of Equity Interests dated as of November     , 2004 (the “Agreement”) among Robert R. Black, Sr. (“Purchaser”) and Scott M. Nielson, an individual (the “Seller”)

Ladies and Gentlemen:

We have acted as Nevada counsel for Scott M. Nielson, an individual ( “Seller”) in connection with the execution, preparation, and delivery of the Agreement.  Capitalized terms not defined in this letter shall have the meanings given under the Agreement, unless the context clearly requires otherwise.  This opinion letter is provided to you at the request of our client, pursuant to Section 4.2(e) of the Agreement.  The term “Seller” as used in this opinion letter is strictly limited to those parties as so described in this paragraph and shall not include any other party(ies) described as “Seller(s)” in the Agreement.

In such capacity, we have examined originals, or copies certified or otherwise authenticated to our satisfaction, of: (i) the Agreement, (ii) the Mutual Release Agreement dated of even date herewith; (iii) the stock powers and other assignments of the Equity Interests executed by the Seller; and (iv) all other documents executed and delivered by Seller pursuant to the Agreement (collectively, the “Seller’s Documents”).

Additionally, we have reviewed such other documents, instruments and agreements as we deemed relevant and/or necessary or appropriate in order for us to render the opinions expressed herein.  We have also made such examination of law as we have deemed necessary for purposes of this opinion.

In our examination, we have assumed the genuineness of all signatures (except for the Seller), the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as certified or photocopies, the

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authenticity of the originals of such latter documents, the accuracy and completeness of all documents and records reviewed by us, the accuracy, completeness and authenticity of each certificate issued by any government official, office or agency, and the absence of change in the information contained therein from the effective date of any such certificate.

We have assumed that each of the parties to the Seller’s Documentsother than the Seller (the “Other Parties”) has satisfied all applicable legal requirements necessary to make the Seller’s Documents enforceable against it and has complied with all legal requirements pertaining to its status as such status relates to its rights to enforce the Seller’s Documents against the Seller.  We have also assumed that the conduct of the parties to the Seller’s Documents complies with any requirements of good faith, fair dealing and absence of unconscionability, and there has not been any mutual mistake of fact, fraud, duress or undue influence.

As to any facts material to our opinions expressed herein, we have relied upon the representations and warranties of the Seller as contained in the Agreementand upon a certificate of the Seller with respect to certain factual matters, a copy of which is attached to this letter.  In this regard, we have assumed the due authorization, execution and delivery of the Seller’s Documents by all of the Other Parties thereto, that all of the Other Parties thereto have full power and legal right to enter into the Seller’s Documents, as applicable, and to consummate the transactions contemplated thereby, and that each of the Seller’s Documentsconstitutes a legal, valid and binding obligation of each of the Other Parties thereto.

To the extent that a statement herein is qualified by the phrases “to our knowledge” or “known to us”, or by similar phrases, it is intended to indicate that, during the course of our representation of the Seller in connection with the Seller’s Documents, no information that would give us current actual knowledge (“actual knowledge” as defined in the Legal Opinion Accord of the Section of Business Law of the ABA, all provisions of which are hereby incorporated by reference) of the inaccuracy of such statement has come to the attention of those attorneys presently in this firm who have rendered substantive legal services in connection with the representation of the Sellerwith respect to the Seller’s Documents.  However,we have not undertaken any independent investigation or review to determine the accuracy of any such statement, and any limited inquiry undertaken by us during the preparation of this opinion letter should not be regarded as such an investigation or review.  No inference as to our knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of our representation of the Seller.

Our opinion is limited in all respects to the laws of the United States and the State of Nevada.  We express no opinion regarding the effects on the documents of all State and Federal Income tax or Securities Law.  To the extent of any ambiguity contained herein, this opinion letter shall be governed by, and interpreted in accordance with, the Legal Opinion Accord of the Section of Business Law of ABA (1991); provided, however, that in the case of any conflict between the terms of this opinion letter and such Accord, the terms of this opinion letter shall govern.  As a consequence, this opinion letter may be subject to a number of qualifications, exceptions, definitions, limitations on coverage and other limitations, all as more particularly described in the Accord, including the General Qualifications and the Equitable Principles Limitation, and this opinion letter should be read in conjunction therewith.

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On the basis of and subject to the foregoing, and in reliance thereon, and subject to the limitations, qualifications and exceptions set forth below, we are of the opinion that:

1                 (“              ”) is a Nevada              duly formed and[, based solely on a standing certificate from the Nevada Secretary of State dated                       , 20      ,] validly existing as a                      in good standing under the laws of the State of Nevada.  Each of the Seller, and each of the Individuals, is a Nevada resident, of full age.

2Each of the Seller has all requisite power to enter into, deliver and perform its specific obligations under the Seller’s Documents.  Each of the Individuals has all requisite power to join in the execution of the Agreement and comply with his or her specific obligations thereunder.

3                 has taken all necessary            action to authorize the execution, delivery and performance by it of the Seller’s Documents to which it is a party.

4Each of the Seller’s Documents have been duly and validly authorized, and the Seller’s Documents have been duly and validly executed and delivered by the Seller and the Individuals.

5Each of the Seller’s Documents is the legal, valid and binding obligation of the Seller, enforceable against each of them, respectively, in accordance with their respective terms.

6Seller is the record owner of the Equity Interests set forth opposite each such Seller’s name on Exhibit “A” to the Agreement.  We have no knowledge of any Claims against any such Equity Interests.

7The execution and delivery by Seller of the Seller’s Documentsand the performance of the obligations of Seller thereunder do not (i) violate any Federal or Nevada law applicable to Seller or, to our knowledge, any order, rule or regulation of any Federal or Nevada governmental authority or agency having jurisdiction over Seller or his properties or by which he is bound; (ii) with the exception of the Credit Facility, to our knowledge, result in a breach of or constitute a default or grounds for acceleration of the maturity under any agreement or instrument to which Seller is a party or by which any of his properties is bound or affected; (iii) to our knowledge, result in, or require, the creation or imposition of any lien upon or with respect to any of the properties now owned by Seller; or (iv) to our knowledge, violate any judgment, order, writ, injunction or decree binding on Seller.

8Except as expressly provided in the Agreement, no authorization, approval, license, permit or other action by, and no notice to or filing with, any Federal or Nevada governmental authority or judicial or regulatory body is required (or, if required, such authorization, approval, license, permit, action or filing has been duly made or obtained) for the due execution, delivery and performance of the obligations of the Seller under the Seller’s Documents.

9To our knowledge, there are no pending or threatened actions, suits, proceedings or investigations before any court, board of arbitration, governmental agency, commission or official against Seller relating to the Acquisition.

Our opinions expressed above are subject to the following additional qualifications:

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(a)The opinions expressed herein are qualified to the extent that the validity, binding nature and enforceability of the Seller’s Documents may be limited or otherwise affected by:  (i) general principles of equity, including without limitation, principles of commercial reasonableness, good faith, and fair dealing, regardless of whether enforceability is considered in a proceeding in equity or at law;  (ii) bankruptcy, insolvency, reorganization, fraudulent conveyance (including without limitation the Uniform Fraudulent Transfer Act in Nevada and similar provisions of the Federal Bankruptcy Code), arrangement, rehabilitation, liquidation, moratorium, and other similar laws relating to or affecting rights and remedies of creditors and secured parties generally and in addition this opinion shall incorporate definitions of §12 of the Legal Opinion Accord of the Section of Business Law of the ABA;  (iii) limitations on the right of the Purchaser to exercise the rights and remedies under the Seller’s Documents if it is determined by a court of competent jurisdiction that it cannot be demonstrated that enforcement of the rights and remedies is reasonably necessary for the protection of the Purchaser; and  (iv) the unenforceability under certain circumstances of provisions indemnifying, or prospectively releasing, a party against liability for its own wrongful or negligent acts or where the release or indemnification is contrary to public policy.

(b)Requirements in the Seller’s Documents specifying that provisions thereof may be amended or waived only in writing may not be enforced under Nevada law to the extent that a subsequent oral agreement modifying provisions of any such agreement or document has been performed.

(c)We express no opinion as to the enforceability of:  (i) provisions that define, waive or set standards for good faith, reasonableness, commercial reasonableness, fair dealing, diligence or the like;  (ii) provisions that provide the right to exercise remedies upon the happening of a non-material breach of the Seller’s Documents (including, without limitation, material breaches of non-material provisions thereof);  (iii) provisions that govern the election of remedies or provide that remedies are cumulative;  (iv) provisions that authorize any party to use force or cause a breach of the peace in enforcing rights or remedies;  (v) provisions that release, exculpate or exempt a party from, or require indemnification of a party for, liability for its own action or inaction or provide any indemnity or hold harmless to the extent such indemnity or hold harmless is, with respect to any activity, contrary to public policy;  (vi) provisions that require the payment or reimbursement of any fee, cost, expense or other item that is unreasonable in nature or amount;  (vii) provisions that waive or restrict the right to a jury trial, specify a means for service of process, specify governing law, select venue or consent to personal jurisdiction; or  (viii) provisions that purport to establish evidentiary standards.

(d)Our opinions in paragraphs 7 and 8 above as to compliance with certain statutes, rules and regulations and as to required permits, consents or approvals of, authorizations by, or registrations, declarations or filings with certain governmental authorities are based upon a review (as limited by (a), (b) and (c) above) of those Federal and Nevada statutes, rules and regulations which, in our experience, are normally applicable to transactions of the type contemplated by the Agreement.

(e)In rendering this opinion, we have assumed that:  (i) the Other Parties have acted without notice of any defense against the enforcement of any rights created by the transactions contemplated by the Agreement;  (ii) there are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement or qualify the terms of the Seller’s Documents;  (iii) each applicable

35

statute, rule, regulation, order and agency action affecting the parties to the Agreement or the transactions contemplated thereby is valid and constitutional;  and (iv) the Other Parties will act in accordance with, and will refrain from taking any action which is inconsistent with, the terms and conditions of the Seller’s Documents.

(f)No opinion is given with respect to the enforceability of any provision of the Seller’s Documents that purports to preclude modification of the Seller’s Documents through conduct, custom or course of performance, action or dealing.

(g)Our opinion is based upon and relies upon the current status of law, and in all respects is subject to and may be limited by future legislation or case law.

The opinions expressed herein represent our reasonable professional judgment as to the matters of law addressed herein, based upon the facts presented or assumed, and are not guarantees that a court will reach any particular result.

This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated.  This opinion letter is given as of the date hereof, and we expressly disclaim any obligation to update or supplement our opinions contained herein to reflect any facts or circumstances that may hereafter come to our attention or any changes in laws which may hereafter occur.

This opinion letter and the opinions contained herein may be relied on by the Purchaser and the Companies but may not be relied upon by any other person or entity without our prior written consent and may not be used, circulated, furnished, quoted or otherwise referred to for any other purpose without our prior written consent.

Very truly yours,

36

Exhibit E

Form of Mutual Release Agreement

MUTUAL RELEASE AGREEMENT

MUTUAL RELEASE AGREEMENT (this “Agreement”), made by and among Robert R. Black, Sr. (“Black”), B&BB, Inc. (“B&BB”; and together with Black, “Purchaser”); and Scott M. Nielson, an individual (the “Seller”).

This is the “Mutual Release Agreement” contemplated under Section 6.11 of  that certain Agreement for Purchase and Sale or Redemption of Equity Interests among the parties hereto dated as of November       , 2004 (the “Purchase Agreement”).  Capitalized terms not defined in this letter shall have the meanings given under the Purchase Agreement, unless the context clearly requires otherwise.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and in consideration of performance and payment by the parties as provided under the Purchase Agreement, the parties hereto, intending to be legally bound, hereby agree as follows:

Mutual Release.  Effective from and after the date hereof, except as expressly provided in the Purchase Agreement to the contrary, Seller and Purchaser do hereby release each other and their respective principals, agents, employees, spouses, affiliates, trustees, beneficiaries, executors, successors, transferees and assigns, of and from any liability arising, directly or indirectly, out of or in connection with the business and financial operations and affairs of B&BB (and each subsidiary thereof) or through or as a consequence of ownership, directorship, or management of B&BB (and each subsidiary thereof), through and including the date hereof, including any claims with respect to the negotiation of the terms of the LOI, the Purchase Agreement and this Agreement, such that no further claims, demands or actions in connection therewith against any of them relating to the period before the date hereof may be brought by any of them, in any capacity, whether such claims, liabilities, demands or actions are now existing, known, unknown, fixed or contingent, in tort, contract or otherwise, at law or in equity, or otherwise.

A party to this Agreement determined to be in breach of the mutual release covenants contained herein shall indemnify the aggrieved party or parties for costs and expenses of defending such actions including reasonable attorneys’ fees.

This Mutual Release Agreement shall be governed by the laws of the State of Nevada, and may not be modified except by a written instrument signed by all parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed or caused to be executed this Mutual Release Agreement as of                                   , 2004.

37

Robert R. Black, Sr.
B & BB, Inc., a Nevada corporation
By:
	Robert R. Black, Sr., Secretary
Scott M. Nielson

38

Exhibit F

Escrow Agreement

ESCROW AGREEMENT

November       , 2004

NEVADA TITLE COMPANY

3320 West Sahara Avenue

Suite 200

Las Vegas, NV  89102

Attn:  Ms. Troy Lochhead

RE:Agreement for Purchase and Sale or Redemption of Equity Interests dated as of November     , 2004 (the “Agreement”) among Robert R. Black, Sr., and B& BB, Inc. (collectively, “Purchaser”) and Scott M. Nielson (the “Seller”)
Your Account # 04-09-2387-DTL

Ladies & Gentlemen:

We have previously deposited with you the sum of Ten Thousand Dollars ($10,000.00) and are depositing herewith a fully-executed copy of the Agreement.  Capitalized terms not defined in this letter shall have the meanings given under the Agreement, unless the context clearly requires otherwise.

The deposited monies represent the Earnest Money Deposit recited in the Agreement which you acknowledge and agree you have received and are currently holding.  You shall hold the Earnest Money Deposit in an interest bearing account and in accordance with the terms of this Agreement.

The Agreement is incorporated by reference but only insofar as the terms of the Agreement affect your duties as Escrow Agent.  The Earnest Money Deposit is to be held and/or released for delivery by you strictly in accordance with the provisions of the Agreement.  Unless in connection with the delivery of the Earnest Money Deposit to the Seller at the Closing, you shall not release the Earnest Money Deposit except upon a written direction signed on behalf of all of the parties.  Upon release of the Earnest Money Deposit pursuant to that direction, you shall be deemed to have fully performed your obligations hereunder, and shall be relieved of any further responsibility or liability hereunder.  No notice or further authorization shall be required for you to release the Earnest Money Deposit to the Seller at Closing.  However, upon your request, Purchaser shall execute a letter authorizing such release.

In the event of a dispute as to the disposition of the Earnest Money Deposit you are authorized and directed to follow one of the following courses of action, which action you shall take at your sole discretion:

39

(a)You may deposit the Earnest Money Deposit into a court of competent jurisdiction, and upon doing so you shall be released from any further liability under this Agreement.  It is understood and agreed that should you file an interpleader action, you may charge the Earnest Money Deposit for attorney fees and court costs.

(b)You may hold the Earnest Money Deposit, subject to:

(1)written instructions signed by the Seller and Purchaser which shall direct and authorize the disposition of the Earnest Money Deposit; or

(2)an order of a court of competent jurisdiction which constitutes a final determination as to the disposition of the Earnest Money Deposit.

Anything herein to the contrary notwithstanding, Seller and Purchaser agree that Escrow Agent shall not be liable for taking or omitting to take any action whatsoever, except for action taken or omitted to be taken by reason of the Escrow Agent’s gross negligence, willful misconduct, or bad faith.  Escrow Agent’s deposit of the Earnest Money Deposit, or any portion thereof, into a single account in an FDIC insured institution shall not constitute gross negligence, willful misconduct or bad faith.  Seller and Purchaser shall reimburse and indemnify the Escrow Agent for, and shall hold it harmless from and against, any and all loss, liability, cost, or expense, including, without limitation, reasonable attorney’s fees and disbursements and reasonable court costs and expenses of defending any claim or liability, incurred by Escrow Agent without its willful misconduct or gross negligence or bad faith, or arising out of or in connection with its acceptance of, or its performance of its duties and obligations under this Escrow Agreement.

Upon making such delivery and performance of any other services included above, you will thereupon be released and acquitted from any further liabilities concerning the Earnest Money Deposit, it being expressly understood that such liability in any event is limited by the terms and conditions set forth herein.  By acceptance of this agency, you are in no way assuming responsibility for the validity or authenticity of the subject matter of the Earnest Money Deposit.

In the event that your duties under this Escrow Agreement shall conflict with any provision of the Agreement, this Escrow Agreement shall control.

In the event of litigation affecting your duties relating to the Earnest Money Deposit, we agree to reimburse you for any reasonable expenses incurred, including attorney fees, such obligation to be shared equally by Seller, on one hand, and Purchaser, on the other hand.

40

Any changes in the terms and conditions hereof may be made only in writing signed by all parties or their duly authorized representatives.

Robert R. Black, Sr.
B & BB, Inc., a Nevada corporation
By:
	Robert R. Black, Sr., Secretary
Scott M. Nielson

We hereby accept the Earnest Money Deposit under the terms and conditions therein set forth.

ESCROW AGENT:

NEVADA TITLE COMPANY

By:

Its:

41

EX-2.3

Exhibit 2.3

VIRGIN RIVER CASINO CORPORATION,

RBG, LLC
and B&BB, INC.

(as Issuers)

$125,000,000 9.000% Senior Secured Notes due 2012

INDENTURE

Dated as of December 20, 2004

THE BANK OF NEW YORK TRUST COMPANY, N.A.

(as Trustee)

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.1	Definitions	1
Section 1.2	Other Definitions	34
Section 1.3	Incorporation by Reference of Trust Indenture Act	35
Section 1.4	Rules of Construction	35
ARTICLE II THE NOTES
Section 2.1	Form and Dating	36
Section 2.2	Execution and Authentication	37
Section 2.3	Registrar, Paying Agent and Depositary	37
Section 2.4	Paying Agent to Hold Money in Trust	37
Section 2.5	Holder Lists	38
Section 2.6	Transfer and Exchange	38
Section 2.7	Replacement Notes	53
Section 2.8	Outstanding Notes	54
Section 2.9	Treasury Notes	54
Section 2.10	Temporary Notes	54
Section 2.11	Cancellation	54
Section 2.12	Defaulted Interest	55
Section 2.13	CUSIP Numbers	56
Section 2.14	Issuance of Additional Notes	56
ARTICLE III REDEMPTION
Section 3.1	Notices to Trustee	56
Section 3.2	Selection of Notes to Be Redeemed	57
Section 3.3	Notice of Redemption	57
Section 3.4	Effect of Notice of Redemption	58
Section 3.5	Deposit of Redemption Price	58
Section 3.6	Notes Redeemed in Part	59
Section 3.7	Optional Redemption	59
Section 3.8	No Mandatory Redemption	60
Section 3.9	Regulatory Redemption	60

ARTICLE IV COVENANTS
Section 4.1	Payment of Notes	61
Section 4.2	Maintenance of Office or Agency	61
Section 4.3	Commission Reports and Reports to Holders	62
Section 4.4	Compliance Certificate	62
Section 4.5	Taxes	63
Section 4.6	Stay, Extension and Usury Laws	63
Section 4.7	Limitation on Incurrence of Additional Indebtedness and  Disqualified Capital Stock	63
Section 4.8	Limitation on Liens Securing Indebtedness	64
Section 4.9	Limitation on Restricted Payments	65
Section 4.10	Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries	68
Section 4.11	Limitation on Impairment of Security Interests	69
Section 4.12	Limitation on Transactions with Affiliates	69
Section 4.13	Limitation on Sale Of Assets And Subsidiary Stock	70
Section 4.14	Repurchase of Notes at the Option of the Holder Upon a Change of Control	73
Section 4.15	Subsidiary Guarantors	76
Section 4.16	Limitation on Status as Investment Company	76
Section 4.17	Maintenance of Properties and Insurance	76
Section 4.18	Corporate Existence	77
Section 4.19	Limitation on Lines of Business	77
Section 4.20	Rule 144A Information	77
Section 4.21	Additional Collateral	77
Section 4.22	Joint and Several Obligations of the Issuers; Reimbursement	77
Section 4.23	Liquidated Damages Notice	78
ARTICLE V MERGER AND SUCCESSORS
Section 5.1	Limitation on Merger, Sale or Consolidation	79
Section 5.2	Successor Corporation Substituted	80
ARTICLE VI DEFAULTS AND REMEDIES
Section 6.1	Events of Default	80
Section 6.2	Acceleration	83

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Section 6.3	Other Remedies	83
Section 6.4	Waiver of Defaults	84
Section 6.5	Control by Majority	84
Section 6.6	Limitation on Suits	84
Section 6.7	Rights of Holders of Notes to Receive Payment	85
Section 6.8	Collection Suit by Trustee	85
Section 6.9	Trustee May File Proofs of Claim	85
Section 6.10	Priorities	86
Section 6.11	Undertaking for Costs	87
ARTICLE VII TRUSTEE
Section 7.1	Duties of Trustee	87
Section 7.2	Rights of Trustee	88
Section 7.3	Individual Rights of Trustee	90
Section 7.4	Trustee’s Disclaimer	90
Section 7.5	Notice of Defaults	90
Section 7.6	Reports by Trustee to Holders of the Notes	90
Section 7.7	Compensation and Indemnity	91
Section 7.8	Replacement of Trustee	92
Section 7.9	Successor Trustee by Merger, etc.	93
Section 7.10	Eligibility; Disqualification	93
Section 7.11	Preferential Collection of Claims Against Issuer	93
ARTICLE VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.1	Option to Effect Legal Defeasance or Covenant Defeasance	93
Section 8.2	Legal Defeasance	93
Section 8.3	Covenant Defeasance	94
Section 8.4	Conditions to Legal or Covenant Defeasance	95
Section 8.5	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	96
Section 8.6	Repayment to Issuers	97
Section 8.7	Reinstatement	97
Section 8.8	Satisfaction and Discharge	98
ARTICLE IX AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.1	With Consent of Holders of a Majority	99

ii

Section 9.2	With Consent of All Affected Holders of Notes or Super Majority	99
Section 9.3	Without Consent of Holders of Notes	100
Section 9.4	Consent Payment; Supplemental Indentures	101
Section 9.5	Revocation and Effect of Consents	102
Section 9.6	Notation on or Exchange of Notes	102
Section 9.7	Trustee to Sign Amendments, etc.	103
Section 9.8	Compliance with Trust Indenture Act	103
ARTICLE X COLLATERAL AND SECURITY
Section 10.1	Collateral Agreements; Security Interests.	103
Section 10.2	Further Assurances and Security.	105
Section 10.3	Opinions.	105
Section 10.4	Release of Collateral.	106
Section 10.5	Certificates of the Issuer.	107
Section 10.6	Authorization of Actions to be Taken by the Trustee Under the Collateral Agreements	107
Section 10.7	Authorization of Receipt of Funds by the Trustee Under the Collateral Agreements.	108
ARTICLE XI GUARANTEES
Section 11.1	Guarantees	108
Section 11.2	Execution and Delivery of Guarantees	109
Section 11.3	Guarantors May Consolidate, etc., on Certain Terms	110
Section 11.4	Guarantee by Future Subsidiaries	111
Section 11.5	Release of Guarantors	112
Section 11.6	Limitation of Guarantor’s Liability; Certain Bankruptcy Events	113
Section 11.7	Application of Certain Terms and Provisions to the Guarantors	113
ARTICLE XII MISCELLANEOUS
Section 12.1	Trust Indenture Act Controls	114
Section 12.2	Notices	114
Section 12.3	Communication by Holders of Notes with Other Holders of Notes	115
Section 12.4	Certificate and Opinion as to Conditions Precedent	115

iii

Section 12.5	Statements Required in Certificate or Opinion	116
Section 12.6	Rules by Trustee and Agents	116
Section 12.7	No Personal Liability of Directors, Officers, Employees and Stockholders	116
Section 12.8	GOVERNING LAW; WAIVER OF JURY TRIAL	116
Section 12.9	No Adverse Interpretation of Other Agreements	117
Section 12.10	Successors	117
Section 12.11	Severability	117
Section 12.12	Counterpart Originals	117
Section 12.13	Table of Contents, Headings, Etc.	117
Section 12.14	Intercreditor Agreement	118
Section 12.15	Force Majeure	118

iv

EXHIBITS

EXHIBIT A	FORM OF NOTE
EXHIBIT B	FORM OF CERTIFICATE OF TRANSFER
EXHIBIT C	FORM OF CERTIFICATE OF EXCHANGE
EXHIBIT D	FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
EXHIBIT E	FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS
EXHIBIT F	FORM OF INTERCREDITOR AGREEMENT

v

CROSS-REFERENCE TABLE*

TIA Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.8; 7.10
(b)	7.8; 7.10; 12.2
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.5
(b)	12.3
(c)	12.3
313(a)	7.6
(b)(1)	N.A.
(b)(2)	7.6, 7.7
(c)	7.5, 7.6; 12.2
(d)	7.6
314(a)	4.3; 4.4; 12.2
(b)	N.A.
(c)(1)	12.4
(c)(2)	12.4
(c)(3)	N.A.
(d)	10.5
(e)	12.5
(f)	N.A.
315(a)	7.1(b)
(b)	7.5; 12.2
(c)	7.1(a)
(d)	7.1(c)
(e)	6.11
316(a)(last sentence)	2.9
(a)(1)(A)	6.5
(a)(1)(B)	6.4
(a)(2)	N.A.
(b)	6.7
(c)	6.3
317(a)(1)	6.8
(a)(2)	6.9
(b)	2.4
318(a)	12.1
(c)	12.1

*              This Cross-Reference table shall not, for any purpose, be deemed to be part of this Indenture.

*              N.A. means not applicable

vii

INDENTURE, dated as of December 20, 2004, among Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BB, 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 this Indenture), the Guarantors (as defined herein), and The Bank of New York Trust Company, N.A., a national banking association (the “Trustee”).

Each party agrees as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the 9.000%Series A Senior Secured Notes due 2012 (the “Series A Notes”) and the 9.000% Series B Senior Secured Notes due 2012 (the “Series B Notes,” and together with the Series A Notes, the “Notes”):

ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1Definitions

“144A Global Note” means one or more Global Notes bearing the Private Placement Legend that shall be issued in an aggregate amount of denominations equal in total to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“501 Global Note” means one or more Global Notes bearing the Private Placement Legend that shall be issued in an aggregate amount of denominations equal in total to the outstanding principal amount of the Notes sold to institutional “accredited investors” within the meaning of Rule 501(a)(1), (2), (3), or (7) under the Securities Act.

“Accrued Bankruptcy Interest” means, with respect to any Indebtedness, all interest accruing thereon after the filing of a petition by or against the Issuers or any of the Subsidiaries or any parent under any Bankruptcy Law, in accordance with and at the rate (including any rate applicable upon any default or event of default, to the extent lawful) specified in the documents evidencing or governing such Indebtedness, whether or not the claim for such interest is allowed as a claim after such filing in any proceeding under such Bankruptcy Law.

“Acquired Indebtedness” means Indebtedness of any Person existing at the time such Person becomes a Subsidiary, including by designation, or is merged or consolidated into or with one of the Issuers or one of the Subsidiaries.

“Acquisition” means the purchase or other acquisition of any Person or all or substantially all the assets of any Person by any other Person, whether by purchase, merger, consolidation, or other transfer, and whether or not for consideration.

“Additional Notes” means additional Notes which may be issued after the Issue Date pursuant to this Indenture (other than pursuant to an Exchange Offer or otherwise in exchange for or in replacement of outstanding Notes).  All references herein to “Notes” shall be deemed to include Additional Notes.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean (a) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise or (b) beneficial ownership of 10% or more of the voting securities of such Person.  Notwithstanding the foregoing, “Affiliate” shall not include Wholly Owned Subsidiaries.

“Agent” means any Registrar, Paying Agent or co-registrar.

“Aggregate Previously Distributed Permitted Tax Distribution” means with respect to any taxable period or portion thereof the aggregate amount of Permitted Tax Distributions actually distributed under Section 4.9(b)(7) hereof.

“Applicable Capital Gain Tax Rate” means, with respect to any individual who is a resident in the State of Nevada for any period, the highest effective combined United States federal, state and local income tax applicable to net capital gain during such period.

“Applicable Income Tax Rate” means, with respect to any individual who is a resident in the State of Nevada for any period, the highest effective combined United States federal, state and local income tax applicable during such period.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange at the relevant time.

 “Available Permitted Tax Distribution” means the excess, if any, of (i) the Combined Permitted Tax Distribution over (ii) the Aggregate Previously Distributed Permitted Tax Distributions.

“Average Life” means, as of the date of determination, with respect to any security or instrument, the quotient obtained by dividing (1) the sum of the products (a) of the number of years from the date of determination to the date or dates of each successive scheduled principal (or redemption) payment of such security or instrument and (b) the amount of each such respective principal (or redemption) payment by (2) the sum of all such principal (or redemption) payments.

“Bankruptcy Code” means the United States Bankruptcy Code, codified at 11 U.S.C. § 101-1330, as amended.

“Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors.

2

“Beneficial Owner” or “beneficial owner” for purposes of the definitions of  “Change of Control” and “Affiliate” has the meaning attributed to it in Rules 13d-3 and 13d-5 under the Exchange Act (as in effect on the Issue Date).

“Board of Directors” means, with respect to any Person, the board of directors of such Person (or if such Person is not a corporation, the equivalent board of managers or members or body performing similar functions for such Person) or any committee of the board of directors of such Person (or if such Person is not a corporation, any committee of the equivalent board of managers or members or body performing similar functions for such Person) authorized, with respect to any particular matter, to exercise the power of the board of directors of such Person (or if such Person is not a corporation, the equivalent board of managers or members or body performing similar functions for such Person).

“Broker-Dealer” means any broker-dealer that receives Exchange Notes for its own account in the Exchange Offer in exchange for Notes that were acquired by such broker-dealer as a result of market-making or other trading activities.

“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York, New York are authorized or obligated by law or other government action to close.

“Capital Contribution” means any contribution to the Issuers’ equity from one of the Issuers’ direct or indirect parents for which no consideration has been given other than the issuance of Qualified Capital Stock.

“Capital Stock” means, (i) with respect to any Person that is a corporation, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock issued by such Person, (ii) with respect to a Person that is a limited liability company, any and all membership interests in such Person, and (iii) with respect to any other Person, any and all partnership, joint venture or other equity interests of such Person.

“Capitalized Lease Obligation” means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

“Cash Equivalent” means:

(1)securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided, that the full faith and credit of the United States of America is pledged in support thereof),

(2)time deposits, certificates of deposit, bankers’ acceptances and commercial paper issued by the parent corporation of any domestic

3

commercial bank of recognized standing having capital and surplus in excess of $500,000,000,

(3)commercial paper issued by others rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s,

(4)repurchase obligations with a term of not more than seven days for underlying securities of the types described in (1) and (2) above entered into with any financial institution meeting the qualifications specified in (2) above, or

(5)money market funds, substantially all of the assets of which constitute Cash Equivalents of the kinds described in (1) through (4) of this definition,

and in the case of each of (1), (2), and (3) of this definition maturing within one year after the date of  acquisition.

“Clearstream” means Clearstream Banking Luxembourg, Société Anonyme, or any successor securities clearing agency.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means all assets and other property, whether now owned or hereafter acquired, upon which a Lien securing the Obligations of the Issuers and the Guarantors under this Indenture, the Notes and the Guarantees is granted or purported to be granted under any Collateral Agreement.

“Collateral Agreements” means, collectively, all mortgages, deeds of trust, security agreements, pledge agreements, control agreements, collateral assignment agreements and other agreements, instruments, financing statements and other documents evidencing, creating, setting forth or limiting any Lien on Collateral in favor of the Trustee (or, in the case of mortgages, deeds of trust or similar agreements, in favor of the Trustee or another trustee thereunder), for the benefit of the Holders.

“Commission” means the Securities and Exchange Commission.

“Combined Permitted Tax Distribution” means, with respect to any taxable period or portion thereof in which one or more Issuers is a Flow Through Entity, the amount of the Permitted Tax Distribution that would be permitted to be distributed as determined on the basis as if such Issuers, for the portion of such period that any particular Issuer continued to be a Flow Through Entity, constituted separate divisions of a single Flow Through Entity.

“consolidated” means, with respect to the Issuers, the combination 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.

4

“Consolidated Coverage Ratio” of any specified Person or Persons on any specified date of determination (the “Transaction Date”) means the ratio, on a pro forma basis, of (a) the aggregate amount of Consolidated EBITDA of such Person attributable to continuing operations and businesses (exclusive of amounts attributable to operations and businesses permanently discontinued or disposed of) for the Reference Period to (b) the aggregate Consolidated Fixed Charges of such Person (exclusive of amounts attributable to operations and businesses permanently discontinued or disposed of, but only to the extent that the obligations giving rise to such Consolidated Fixed Charges would no longer be obligations contributing to such Person’s Consolidated Fixed Charges subsequent to the Transaction Date) during the Reference Period; provided, that for purposes of such calculation:

(1)Acquisitions which occurred during the Reference Period or subsequent to the Reference Period and on or prior to the Transaction Date shall be given pro forma effect as if they had occurred on the first day of the Reference Period,

(2)transactions giving rise to the need to calculate the Consolidated Coverage Ratio shall be assumed to have occurred on the first day of the Reference Period,

(3)the incurrence of any Indebtedness (including issuance of any Disqualified Capital Stock) during the Reference Period or subsequent to the Reference Period and on or prior to the Transaction Date (and the application of the proceeds therefrom to the extent used to refinance or retire other Indebtedness (other than Indebtedness incurred under any revolving credit agreement or similar facility)) shall be given pro forma effect as if it had occurred on the first day of the Reference Period, and

(4)the Consolidated Fixed Charges of such Person attributable to interest on any Indebtedness or dividends on any Disqualified Capital Stock bearing a floating interest (or dividend) rate shall be computed on a pro forma basis as if the average rate in effect from the beginning of the Reference Period to the Transaction Date had been the applicable rate for the entire period, provided, that if such Person or any of the Subsidiaries is a party to an Interest Swap or Hedging Obligation (which shall remain in effect for the 12-month period immediately following the Transaction Date) that has the effect of fixing the interest rate on the date of computation, then such rate (whether higher or lower) shall be used.

“Consolidated EBITDA” means, with respect to any specified Person or Persons for any specified period, the Consolidated Net Income of such Person for such period adjusted to add thereto (to the extent deducted for purposes of determining Consolidated Net Income), without duplication, the sum of:

5

(1)consolidated income tax expense and the amount of Permitted Tax Distributions subtracted from net income in the determination of the Consolidated Net Income of such Person for such period,

(2)consolidated depreciation and amortization expense,

(3)Consolidated Fixed Charges, and

(4)all other non-cash charges reducing Consolidated Net Income for such period but excluding non-cash charges that require an accrual of or a reserve for cash charges for any future periods and normally occurring accruals such as reserves for accounts receivable, and

less the amount of all cash payments made by such Person or any of the Subsidiaries during such period to the extent such payments relate to non-cash charges that were added back in determining Consolidated EBITDA for such period or any prior period; provided, that consolidated income tax expense and depreciation and amortization of a Subsidiary that is a less than Wholly Owned Subsidiary shall only be added to the extent of the Issuers’ equity interest in such Subsidiary.

“Consolidated Fixed Charges” means, with respect to any specified Person or Persons for any specified period, the aggregate amount (without duplication and determined in each case in accordance with GAAP) of:

(a)interest expensed or capitalized, paid, accrued, or scheduled to be paid or accrued (including, in accordance with the following sentence, interest attributable to Capitalized Lease Obligations) of such Person and its Consolidated Subsidiaries during such period, including (1) original issue discount and non-cash interest payments or accruals on any Indebtedness, (2) the interest portion of all deferred payment obligations, and (3) all commissions, discounts and other fees and charges owed with respect to bankers’ acceptances and letters of credit financings and currency and Interest Swap and Hedging Obligations, in each case to the extent attributable to such period, and

(b)the product of (i) the amount of dividends accrued or payable (or guaranteed) by such Person or any of its Consolidated Subsidiaries in respect of Preferred Stock (other than by Subsidiaries to the Issuers or to the Wholly Owned Subsidiaries) times (ii) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated United States federal, state and local income tax rate of such Person, expressed as a decimal (as estimated in good faith by the Issuers).

For purposes of this definition, (x) interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined in reasonable good faith by the Issuers to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP and (y) interest expense attributable to any Indebtedness

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represented by the guarantee by such Person or a Subsidiary of such Person of an obligation of another Person shall be deemed to be the interest expense attributable to the Indebtedness guaranteed.

Notwithstanding the foregoing, in calculating the Debt Incurrence Ratio solely for purposes of clause (2) of Section 4.9(a) hereof, Consolidated Fixed Charges shall not include original issue discount or non-cash interest payments or accruals on the Senior Subordinated Notes.

“Consolidated Net Income” means, with respect to any specified Person or Persons for any specified period, the net income (or loss) of such specified Person and its Consolidated Subsidiaries (determined on a consolidated basis in accordance with GAAP) for such period reduced by the maximum amount of Permitted Tax Distributions attributable to such net income for such period, adjusted to exclude (only to the extent included in computing such net income (or loss) and without duplication):

(a)all gains and losses which are either extraordinary (as determined in accordance with GAAP) or are unusual and nonrecurring (including any gain or loss from the sale or other disposition of assets outside the ordinary course of business or from the issuance or sale of any Capital Stock),

(b)the net income, if positive, of any Person, other than a Consolidated Subsidiary, in which such specified Person or any of its Consolidated Subsidiaries has an interest, except to the extent of the amount of any dividends or distributions actually paid in cash to such Person or a Consolidated Subsidiary of such Person during such period, but in any case not in excess of such specified Person’s pro rata share of such specified Person’s net income for such period,

(c)the net income, if positive, of any of such specified Person’s Consolidated Subsidiaries to the extent that the declaration or payment of dividends or similar distributions is not at the time permitted by operation of the terms of its charter or bylaws or any other agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Consolidated Subsidiary, and

(d)the net income of, and all dividends and distributions from, any Unrestricted Subsidiary.

“Consolidated Net Worth” of any Person at any date means the aggregate consolidated stockholders’ equity of such Person (including amounts of equity attributable to Preferred Stock) and its Consolidated Subsidiaries, as would be shown on the consolidated balance sheet of such Person prepared in accordance with GAAP, adjusted to exclude (to the extent included in calculating such equity) the amount of any such stockholders’ equity attributable to Disqualified Capital Stock or treasury stock of such Person and its Consolidated Subsidiaries

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“Consolidated Subsidiary” means, for any Person, each Subsidiary of such Person (whether now existing or hereafter created or acquired) the financial statements of which are consolidated for financial statement reporting purposes with the financial statements of such Person in accordance with GAAP.

“Continuing Director” means during any period of 24 consecutive months after the Issue Date, individuals who at the beginning of any such 24-month period constituted the applicable Issuer’s Board of Directors (together with any new directors whose election by such Issuer’s Board of Directors or whose nomination for election by such Issuer’s shareholders was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved, including new directors designated in or provided for in an agreement regarding the merger, consolidation or sale, transfer or other conveyance, of all or substantially all of such Issuer’s assets, if such agreement was approved by a vote of such majority of directors).

“contractually subordinated” means subordinated in right of payment by its terms or the terms of any document or instrument or instrument relating thereto.  For the avoidance of doubt, unsecured Indebtedness is not “contractually subordinated” to secured Indebtedness and a junior Lien on any assets securing Indebtedness does not render such Indebtedness “contractually subordinated” to Indebtedness that is secured by a senior Lien on such assets.

“Corporate Trust Office” means the principal office of the Trustee at which at any time its corporate trust business shall be principally administered, which office at the date hereof is located at The Bank of New York Trust Company, N.A., 700 South Flower Street, Suite 500, Los Angeles, California 90017, Attention:  Corporate Trust Administration, or such other address as the Trustee may designate from time to time by notice to the Holders and the Issuers, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Issuers).

“Credit Agreement” means the Credit Agreement to be entered into, as of the Issue Date, by the Issuers with Wells Fargo Foothill, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, as such credit agreement and/or related documents may be amended, restated, supplemented, renewed, replaced or otherwise modified from time to time whether or not with the same agent, trustee, representative lenders or holders, and, subject to the proviso to the next succeeding sentence, irrespective of any changes in the terms and conditions thereof.  Without limiting the generality of the foregoing, the term “Credit Agreement” shall include any amendment, amendment and restatement, renewal, extension, restructuring, supplement or modification to any Credit Agreement and all refundings, refinancings and replacements of any Credit Agreement with another credit agreement, including any credit agreement:

(1)extending the maturity of any Indebtedness incurred thereunder or contemplated thereby,

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(2)adding or deleting borrowers or guarantors thereunder, so long as borrowers and issuers include one or more of the Issuers and the Subsidiaries and their respective successors and assigns,

(3)increasing the amount of Indebtedness incurred thereunder or available to be borrowed thereunder; provided, that on the date such Indebtedness is incurred it would not be prohibited by Section 4.7 hereof, or

(4)otherwise altering the terms and conditions thereof in a manner not prohibited by the terms of this Indenture.

“Credit Facility Basket” has the meaning set forth in Section 4.7(b) hereof.

“Debt Incurrence Ratio” has the meaning set forth in Section 4.7(a)(2) hereof.

“Default” means any event that is or with the passage of time or the giving of notice or both would be an Event of Default.

“Definitive Note” means one or more certificated Notes registered in the name of the Holder thereof and issued in accordance with Section 2.6 hereof, substantially in the form of Exhibit A hereto except that such Note shall not include the information called for by footnotes 3 and 4 thereof.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.3 hereof as the Depositary with respect to the Notes, until a successor will have been appointed and become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” will mean or include such successor.

“Disqualified Capital Stock” means with respect to any Person, any Equity Interest of such Person that, by its terms or by the terms of any security into which it is convertible, exercisable or exchangeable, is, or upon the happening of an event or the passage of time or both would be, required to be redeemed or repurchased, including at the option of the holder thereof, by such Person or any of the Subsidiaries, in whole or in part, on or prior to 91 days following the Stated Maturity of the Notes.  Notwithstanding the foregoing, any Equity Interests that would constitute Disqualified Capital Stock solely because the holders thereof have the right to require the Issuers to repurchase such Equity Interests upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Capital Stock if the terms of such Equity Interests provide that the Issuers may not repurchase or redeem any such Equity Interests pursuant to such provisions prior to the Issuers’ purchase of the Notes as are required to be purchased pursuant to the provisions of this Indenture as described in Sections 4.13 and 4.14 hereof.

“Distribution Compliance Period” means the 40-day restricted period as defined in Regulation S.

“DTC” means The Depository Trust Company and any successor thereto.

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“Ella Kay Land” means the unimproved real property consisting of approximately 34.4 acres, which is owned in fee by RBG and is located southwest of the CasaBlanca Golf Course.

“Equity Holder” means (a) with respect to a corporation, each holder of stock of such corporation, (b) with respect to a limited liability company or similar entity, each member of such limited liability company or similar entity, (c) with respect to a partnership, each partner of such partnership, (d) with respect to any entity described in clause (a)(iv) of the definition of “Flow Through Entity,” the owner of such entity, and (e) with respect to a trust described in clause (a)(v) of the definition of “Flow Through Entity,” an owner thereof.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system, or any successor securities clearing agency.

“Event of Loss” means, with respect to any property or asset, (1) any loss, destruction or damage of such property or asset, (2) any condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such property or asset, or confiscation or requisition of the use of such property or asset or (3) any settlement in lieu of clause (2) above.

“Excess Cash Distribution Amount for Taxes” means the excess of (x) the aggregate actual cash distributions received by the Issuers or a Subsidiary from all Flow Through Entities that are not Subsidiaries during the period commencing with the Issue Date and continuing to and including the date on which a proposed Permitted Tax Distribution is to be made under Section 4.9(b)(7) hereof over (y) the aggregate amount of such cash distributions described in the immediately preceding clause (x) that have already been taken into account for purposes of making (I) Permitted Tax Distributions previously made and which was attributable to a Flow Through Entity that was not a Subsidiary at the time such Permitted Tax Distribution was made plus (II) Restricted Payments permitted by clause (A) or (D) of Section 4.9(a)(3) hereof (treating such cash distributions described in this clause (y)(II) as used to make a Restricted Payment during such period only to the extent that in such period, the total amount of Restricted Payments actually made during such period exceeded the excess of (m) the total amount of Restricted Payments permitted to be made in such period over (n) the amount of such cash distributions described in the immediately preceding clause (x) that were actually received by the Issuers or a Subsidiary during such period and that were not previously used to make a Permitted Tax Distribution.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

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“Exchange Notes” means the Series B Notes, issued pursuant to an Exchange Offer and identical in all respects to the Series A Notes (including with respect to the Guarantees), except (i) that such securities shall have been registered pursuant to an effective registration statement under the Securities Act, (ii) that such securities shall not contain a restrictive legend thereon, (iii) that such securities shall not contain provisions relating to the accrual or payment of Liquidated Damages and (iv) Interest on each Exchange Note shall accrue from the last Interest Payment Date on which Interest was paid on the Notes surrendered in exchange therefor or, if no Interest has been paid on the Notes, from the Issue Date of the Notes.

“Exchange Offer” means an offer that may be made by the Issuers pursuant to the Registration Rights Agreement to exchange Exchange Notes for Series A Notes.

“Exchange Offer Registration Statement” shall have the meaning set forth in the Registration Rights Agreement.

“Excluded Assets” means:

(a)all Non-Operating Real Property;

(b)assets securing FF&E Financing, Purchase Money Indebtedness or Capitalized Lease Obligations permitted to be incurred under this Indenture;

(c)leasehold estates in real property existing on the Issue Date and any additional leasehold estates in real property acquired by the Issuers or the Subsidiaries after the Issue Date, unless the Trustee, as collateral agent (upon request of the Holders of a majority of the outstanding Notes), in its reasonable discretion requests that the Issuers provide the Trustee, as collateral agent, with a lien upon and security interest in such leasehold estate so that such leasehold estate shall become additional Collateral (and in the Collateral Agreements the Issuers will agree to notify the Trustee of the acquisition by it or any of the Subsidiaries of any leasehold estate in real property);

(d)any leases, permits, licenses (including without limitation Gaming Licenses) or other contracts or agreements or other assets or property to the extent that a grant of a Lien thereon under the Collateral Agreements (i) is prohibited by law or would constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of the grantor therein pursuant to the applicable law, or (ii) would require the consent of third parties and such consent has not been obtained after the Issuers have used commercially reasonable efforts to try to obtain such consent, or (iii) other than as a result of requiring a consent of third parties that has not been obtained, would result in a breach of the provisions thereof, or constitute a default under or result in a termination of, such lease, permit, license, contract or agreement (other than to the extent that any such

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provisions thereof would be rendered ineffective pursuant to Section 9-406, 9-407 or 9-408 of the UCC or any other applicable law); provided, that, immediately upon the uneffectiveness, lapse or termination of such prohibition, the provisions that would be so breached or such breach, default or termination or immediately upon the obtaining of any such consent, the Excluded Assets shall not include, and the Issuers or the applicable Guarantor, as the case may be, shall be deemed to have granted a security interest in, all such leases, permits, licenses, other contracts and agreements and such other assets and property as if such prohibition, the provisions that would be so breached or such breach, default or termination had never been in effect and as if such consent had not been required;

(e)cash and Cash Equivalents to the extent that a Lien thereon may not be perfected through the filing of a UCC financing statement or that, after the Issuers have used commercially reasonable efforts, the Issuers are unable to cause the Trustee to obtain “control” (as defined in the UCC) for the benefit of the Holders; and

(f)any Capital Stock of an Excluded Foreign Subsidiary, if any, other than a pledge of 65% of the Voting Equity Interests of such Excluded Foreign Subsidiary held directly by the Issuers or any domestic Subsidiary, 100% of the nonvoting Equity Interests of such Excluded Foreign Subsidiary held directly by the Issuers or any domestic Subsidiary and 100% of any intercompany Indebtedness owed by such Excluded Foreign Subsidiary to any of the Issuers or any of the Guarantors;

provided, however, that “Excluded Assets” shall not include any proceeds or products of any of the foregoing unless those proceeds or products are a type of asset that would constitute an Excluded Asset.

“Excluded Foreign Subsidiary” means any Foreign Subsidiary that is either (i) treated for United States federal tax purposes as a corporation or (ii) any entity owned directly or indirectly by another Foreign Subsidiary that is treated for United States federal tax purposes as a corporation.

“Exempted Affiliate Transaction” means:

(a)reasonable and customary compensation arrangements provided for the benefit of any director, officer or employee of the Issuers or any Subsidiary, in each case entered into in the ordinary course of business and for services provided to the Issuer or such Subsidiary, respectively, as determined in good faith by the Board of Directors of the applicable Issuer,

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(b)dividends permitted under the terms of Section 4.9 hereof and payable, in form and amount, on a pro rata basis to all holders of the Issuers’ common stock or common membership interests, as applicable,

(c)transactions solely between or among the Issuers and any of the Consolidated Subsidiaries that are Guarantors or solely among the Consolidated Subsidiaries that are Guarantors, and

(d)payment of management fees permitted by Section 4.9(b)(6) hereof.

“Existing Indebtedness” means the Indebtedness of the Issuers and the Subsidiaries (other than Indebtedness under the Credit Agreement, the Senior Subordinated Notes and the Senior Subordinated Note Guarantees) in existence on the Issue Date (after giving effect to the transactions contemplated hereby), reduced to the extent such amounts are repaid, refinanced or retired.

“Existing Stockholders”means (i) Robert R. Black, Sr., (ii) any trust, corporation, partnership or other entity controlled by Robert R. Black, Sr. and members of the immediate family of Robert R. Black, Sr. or (iii) any partnership the sole general partners of which consist solely of Robert R. Black, Sr., any entity referred to in clause (ii) above and members of the immediate family of Robert R. Black, Sr.

“FF&E” means furniture, fixtures and equipment (including Gaming Equipment) acquired by the Issuers and the Subsidiaries in the ordinary course of business for use in the Issuers’ or the Subsidiaries’ business operations.

“FF&E Financing” means Indebtedness, the proceeds of which are used solely by the Issuers and the Subsidiaries (and concurrently with the incurrence of such Indebtedness) to acquire or lease or improve or refinance, respectively, FF&E; provided, that (x) the principal amount of such FF&E Financing does not exceed the cost (including sales and excise taxes, installation and delivery charges, capitalized interest and other direct fees, costs and expenses) of the FF&E purchased or leased with the proceeds thereof or the cost of such improvements, as the case may be, and (y) such FF&E Financing is secured only by the assets so financed and assets which, immediately prior to the incurrence of such FF&E Financing, secured other Indebtedness of the Issuers and the Subsidiaries (to the extent such other Indebtedness and the Liens securing such other Indebtedness are permitted under this Indenture) to the lender of such FF&E Financing.

“Flow Through Entity” means an entity that (a) for United States federal income tax purposes constitutes (i) an “S” corporation (as defined in section 1361(a) of the Code), (ii) a “qualified subchapter S subsidiary” (as defined in section 1361(b)(3)(B) of the Code), (iii) a “partnership” (within the meaning of section 7701(a)(2) of the Code) other than a “publicly traded partnership” (as defined in section 7704 of the Code), (iv) an entity that is disregarded as an entity separate from its owner under the Code, the Treasury regulations or any published administrative guidance of the Internal Revenue Service, or (v) a trust, the income of which is includible in the taxable income of the grantor or another person under sections 671 through 679 of the Code (the entities

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described in the immediately preceding clauses (i), (ii), (iii), (iv) and (v), a “Federal Flow Through Entity”) and (b) for state and local jurisdictions in respect of which Permitted Tax Distributions are being made, is subject to treatment on a basis under applicable state or local income tax law substantially similar to a Federal Flow Through Entity.

“Foreign Subsidiary” means any Subsidiary which (i) is not organized under the laws of the United States, any state thereof or the District of Columbia and (ii) conducts substantially all of its business operations outside the United States of America.

“GAAP” means United States generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession in the United States as in effect from time to time.

“Gaming Authorities” means any agency, authority, board, bureau, commission, department, office or instrumentality of any nature whatsoever of the United States federal government, any foreign government, any state, province or city or other political subdivision or otherwise, whether now or hereafter existing, or any officer or official thereof, including, without limitation, the Nevada Gaming Commission, the Nevada State Gaming Control Board, the Clark County Liquor and Gaming Licensing Board, the City of Mesquite and any other agency, in each case, with authority to regulate any gaming operation (or proposed gaming operation) owned, managed or operated by the Issuers or any of the Subsidiaries.

“Gaming Equipment” means slot machines, video poker machines, and all other gaming equipment and related signage, accessories and peripheral equipment. 

“Gaming FF&E Financing” means FF&E Financing, the proceeds of which are used solely by the Issuers and the Subsidiaries to acquire or lease FF&E that constitutes Gaming Equipment.

“Gaming Licenses” means every material license, material franchise, material registration, material qualification, findings of suitability or other material approval or authorization required to own, lease, operate or otherwise conduct or manage gaming activities in any state or jurisdiction in which the Issuers or any of the Subsidiaries conducts business (including, without limitation, all such licenses granted by the Gaming Authorities), and all applicable liquor and tobacco licenses.

“Global Notes” means one or more Notes in the form of Exhibit A hereto that includes the information referred to in footnotes 3 and 4 to the form of Note, attached hereto as Exhibit A, issued under this Indenture, that is deposited with or on behalf of and registered in the name of the Depositary or its nominee.

“Global Note Legend” means the legend set forth in Section 2.6(g)(2) hereof, which is required to be placed on all Global Notes issued under this Indenture.

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“Guarantor” means each of the present and future Subsidiaries that at the time are guarantors of the Notes in accordance with this Indenture.

“guaranty” or “guarantee,” used as a noun, means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness.  The term “guarantee” or “guaranty,” used as a verb, has a corresponding meaning.  When used with respect to the Notes, a “Guarantee” means a guarantee by any of the Guarantors of the Notes, in accordance with Article XI hereof.

“Holder” means the Person in whose name a Note is registered in the register of the Notes.

“Indebtedness” of any specified Person means, without duplication,

(a)all liabilities and obligations, contingent or otherwise, of such specified Person, to the extent such liabilities and obligations would appear as a liability upon the consolidated balance sheet of such specified Person in accordance with GAAP, (1) in respect of borrowed money (whether or not the recourse of the lender is to the whole of the assets of such specified Person or only to a portion thereof), (2) evidenced by bonds, notes, debentures or similar instruments, (3) representing the balance deferred and unpaid of the purchase price of any property or services, except (other than accounts payable or other obligations to trade creditors which have remained unpaid for greater than 60 days past their original due date) those incurred in the ordinary course of its business that would constitute ordinarily a trade payable to trade creditors;

(b)all liabilities and obligations, contingent or otherwise, of such specified Person (1) evidenced by bankers’ acceptances or similar instruments issued or accepted by banks, (2) relating to any Capitalized Lease Obligation, or (3) evidenced by a letter of credit or a reimbursement obligation of such specified Person with respect to any letter of credit;

(c)all net obligations of such specified Person under Interest Swap and Hedging Obligations;

(d)all liabilities and obligations of others of the kind described in any of the preceding clauses (a), (b) and (c) that such specified Person has guaranteed or provided credit support or that are otherwise its legal liability or that are secured by any assets or property of such specified Person;

(e)any and all deferrals, renewals, extensions, refinancing and refundings (whether direct or indirect) of, or amendments, modifications or supplements to, any liability of the kind described in any of the preceding

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clauses (a), (b), (c) or (d), or this clause (e), whether or not between or among the same parties; and

(f)all Disqualified Capital Stock of such specified Person (measured at the greater of its voluntary or involuntary maximum fixed repurchase price, including accrued and unpaid dividends).

For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined in reasonable good faith by the Board of Directors of the issuer of such Disqualified Capital Stock.

The amount of any Indebtedness outstanding as of any date shall be (1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount, but the accretion of original issue discount in accordance with the original terms of Indebtedness issued with an original issue discount will not be deemed to be an incurrence and (2) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

“Indenture” means this Indenture, as amended or supplemented from time to time in accordance with the terms hereof.

“Indirect Participant” means an entity that, with respect to DTC, clears through or maintains a direct or indirect, custodial relationship with a Participant.

“Initial Notes” means $125,000,000 aggregate principal amount of 9.000% Senior Secured Notes due 2012 issued on the Issue Date.

“Initial Public Offering” means an initial underwritten public offering of (a) the Issuers’ common stock or (b) common stock of a holding company that wholly owns each of the Issuers, in each case for cash pursuant to an effective registration statement under the Securities Act following which the Issuers’ or such holding company’s, as the case may be, common stock is listed on a national securities exchange or quoted on the national market system of the Nasdaq Stock Market, Inc.

“Initial Purchaser” means the initial purchaser of the Series A Notes under the Purchase Agreement, dated December 10, 2004, with respect to the Series A Notes.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, which is not also a QIB.

“Intercreditor Agreement” means that certain Intercreditor Agreement among the Trustee and the lender or agent, as applicable, under the Credit Agreement to be dated as

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of the Issue Date and any amended or supplemented agreement or any replacement or substitute agreement in accordance with this Indenture, in each case substantially in the form of Exhibit F attached hereto.

“Interest” means the interest payable on the Notes.

“Interest Payment Date” means the stated due date of an installment of Interest on the Notes.

“Interest Record Date” means a Interest Record Date specified in the Notes, whether or not such date is a Business Day.

“Interest Swap and Hedging Obligation” means any obligation of any Person pursuant to any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate exchange agreement, currency exchange agreement, or any other agreement or arrangement designed to protect against fluctuations in interest rates, or currency values, including, without limitation, any arrangement whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a fixed or floating rate of interest on a stated notional amount in exchange for periodic payments made by such Person calculated by applying a fixed or floating rate of interest on the same notional amount.

“Investment” by any specified Person in any other Person (including an Affiliate) means (without duplication):

(a)the acquisition (whether by purchase, merger, consolidation or otherwise) by such specified Person (whether for cash, property, services, securities or otherwise) of Equity Interests, Capital Stock, bonds, notes, debentures, partnership or other ownership interests or other securities, including any options or warrants, of such other Person or any agreement to make any such acquisition;

(b)the making by such specified Person of any deposit with, or advance, loan or other extension of credit to, such other Person (including the purchase of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such other Person) or any commitment to make any such advance, loan or extension (but excluding accounts receivable, endorsements for collection or deposits arising in the ordinary course of business);

(c)other than guarantees of the Issuers’ Indebtedness or the Indebtedness of any Guarantor to the extent permitted by Section 4.7 hereof, the entering into by such specified Person of any guarantee of, or other credit support or contingent obligation with respect to, Indebtedness or other liability of such other Person;

(d)the making of any capital contribution by such specified Person to such other Person; and

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(e)Investments described in the immediately following paragraph.

The Issuers shall be deemed to make an Investment in an amount equal to the fair market value of the net assets of any subsidiary of the Issuers (or, if neither the Issuers nor any of the Subsidiaries has theretofore made an Investment in such subsidiary, in an amount equal to the Investments being made), at the time that such subsidiary is designated an Unrestricted Subsidiary, and any property transferred to an Unrestricted Subsidiary from the Issuers or a Subsidiary shall be deemed an Investment valued at its fair market value at the time of such transfer.  The Issuers or any of the Subsidiaries shall be deemed to have made an Investment in a Person that is or was a Subsidiary or a Guarantor if, upon the issuance, sale or other disposition of any portion of the Issuers’ or any of the Subsidiary’s ownership in the Capital Stock of such Person, such Person ceases to be a Subsidiary or Guarantor, as applicable.  The fair market value of each Investment shall be measured at the time made or returned, as applicable.

“Issue Date” means the date of first issuance of the Notes under this Indenture.

“Land Behind Mesquite Star” means the unimproved real property consisting of approximately 24.45 acres, which is owned in fee by Virgin River and is located to the southwest and west of the Virgin River Convention Center, formerly known as the “Mesquite Star Hotel & Casino.”

“Letter of Transmittal” means the letter of transmittal to be prepared by the Issuers and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“Lien” means, with respect to any asset, any mortgage, charge, pledge, lien (statutory or otherwise), privilege, security interest, hypothecation or other encumbrance upon or with respect to such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in any filing of or agreement to give any financing statement under the UCC (or equivalent statutes) of any jurisdiction, real or personal, movable or immovable, now owned or hereafter acquired.

“Liquidated Damages” means all liquidated damages then owing pursuant to the Registration Rights Agreement.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Net Cash Proceeds” means the aggregate amount of cash or Cash Equivalents received (a) by the Issuers in the case of a sale of Qualified Capital Stock and (b) by the Issuers and the Subsidiaries in respect of an Asset Sale or an Event of Loss (including, in the case of an Event of Loss, the insurance proceeds, but excluding any liability insurance proceeds payable to the Trustee for any loss, liability or expense incurred by it),

(1)plus, in the case of an issuance of Qualified Capital Stock upon any exercise, exchange or conversion of securities (including options,

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warrants, rights and convertible or exchangeable debt) of the Issuers that were issued for cash after the Issue Date, the amount of cash originally received by the Issuers upon the issuance of such securities (including options, warrants, rights and convertible or exchangeable debt),

(2)less, in each case, the sum of all payments, fees and commissions and reasonable and customary expenses (including, without limitation, legal counsel, accounting and investment banking fees and expenses but excluding costs and expenses payable to an Affiliate of the Issuers) incurred in connection with such Asset Sale or sale of Qualified Capital Stock or Event of Loss, and

(3)less, in the case of an Asset Sale or Event of Loss only, the sum of

(i)the amount (estimated reasonably and in good faith by the Issuers) of income, franchise, sales and other applicable taxes required to be paid by the Issuer or any of the Subsidiaries in connection with such Asset Sale or Event of Loss in the taxable year that such sale is consummated or such loss is incurred or in the immediately succeeding taxable year, the computation of which shall take into account the reduction in tax liability resulting from any available operating losses and net operating loss carryovers, tax credits and tax credit carryforwards, and similar tax attributes, plus

(ii)the amount of the marginal increase, if any, of the Permitted Tax Distribution directly attributable to such Asset Sale.

“Non-Operating Real Property” means: (a) the land-based facilities and related amenities comprising the Oasis Recreational Facility, including without limitation all leased property related thereto; and (b) all owned real property and leasehold interests in the Land Behind Mesquite Star, the Ella Kay Land and the Truck Parking and all additions and improvements to such real property.

 “Non-U.S. Person” means any Person other than a U.S. Person.

“Notes Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Oasis Recreational Facility” means the improved real property consisting of approximately 349.51 acres, which is owned in fee by Oasis Recreational Properties, Inc. and is located to the east of the Palms Golf Course.  The Issuers operate a gun club and lease a riding facility and motocross to third parties on the Oasis Recreational Facility.

“Obligation” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities and obligations payable under the documentation governing any Indebtedness, including, without limitation, interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable

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instrument governing or evidencing such Indebtedness and including, with respect to the Registration Rights Agreement, Liquidated Damages, if any.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant Secretary or any Vice President of such Person or any other Person designated by the Board of Directors of such Person and serving in a similar capacity.

“Officers’ Certificate” means the officers’ certificate to be delivered upon the occurrence of certain events as set forth in this Indenture, and to be executed by two Officers of each Issuer, one of whom shall be the principal executive officer, the principal financial officer or the principal accounting officer.

“Opinion of Counsel” means the opinion of counsel (subject to certain customary exceptions and assumptions) to be delivered upon the occurrence of certain events set forth in this Indenture (which Opinion of Counsel shall be an opinion from legal counsel). Such counsel may be an employee of or counsel to any of the Issuers or any Subsidiary.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to The Depository Trust Company, shall include Euroclear and Clearstream).

“Permitted C-Corp Conversion” means a transaction resulting in an Issuer becoming subject to tax under the Code as a corporation (a “C Corporation”); provided, that:

(1)the C Corporation resulting from such transaction, if a successor to such Issuer, (a) is a corporation, limited liability company or other entity organized and existing under the laws of any state of the United States or the District of Columbia, (b) assumes all of the obligations of such Issuer under the Notes, the Collateral Agreements and this Indenture pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee and (c) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of such Issuer immediately preceding the transaction;

(2)after giving effect to such transaction no Default or Event of Default exists;

(3)prior to the consummation of such transaction, such Issuer shall have delivered to the Trustee (a) an Opinion of Counsel reasonably acceptable to the Trustee to the effect that the holders of the outstanding Notes will not recognize income gain or loss for United States federal income tax purposes as a result of such Permitted C-Corp Conversion and will be

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subject to United States federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such Permitted C-Corp Conversion had not occurred and (b) an Officers’ Certificate as to compliance with all of the conditions set forth in paragraphs (1), (2) and (3)(a) above; and

(4)such transaction would not (a) result in the loss or suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with such loss, suspension or material impairment or (b) require any holder or beneficial owner of Notes to obtain a Gaming License or be qualified or found suitable under any applicable gaming laws.

“Permitted Indebtedness” means:

(a)Indebtedness evidenced by the Notes and the Guarantees issued pursuant to this Indenture up to the amounts being issued on the original Issue Date less any amounts repaid or retired;

(b)Indebtedness evidenced by the Senior Subordinated Notes and the Senior Subordinated Note Guarantees issued pursuant to the Senior Subordinated Note Indenture up to the amounts being issued on the original Issue Date less any amounts repaid or retired;

(c)Permitted Refinancing Indebtedness with respect to any Indebtedness (including Disqualified Capital Stock) described in clause (a) or (b) or incurred pursuant to the Debt Incurrence Ratio, or which was refinanced pursuant to this clause (c);

(d)FF&E Financing and Indebtedness represented by Capital Lease Obligations, mortgage financings or other Purchase Money Obligations; provided, that (1) no Indebtedness incurred under the Notes is utilized for the purchase or lease of assets financed with such FF&E Financing or such other Indebtedness, and (2) the aggregate principal amount of such Indebtedness (including any Permitted Refinancing Indebtedness and any other Indebtedness incurred to repay, redeem, discharge, retire, defease, refund, refinance or replace any Indebtedness incurred pursuant to this clause (d)) outstanding at any time pursuant to this clause (d), other than any Gaming FF&E Financing, does not exceed $2.5 million;

(e)(i)Indebtedness incurred by any Issuer that is owed to (borrowed from) any Guarantor, provided, that (x) such Indebtedness shall be unsecured and contractually subordinated in all respects to such Issuer’s obligations pursuant to the Notes and (y) any event that causes such Guarantor no longer to be a Guarantor (including by designation as an Unrestricted Subsidiary) shall be deemed to be a

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new incurrence by such Issuer of such Indebtedness and any guarantor thereof subject to Section 4.7 hereof,

(ii)Indebtedness incurred by any Guarantor that is owed to (borrowed from) any other Guarantor or any Issuer, provided, that (x) such Indebtedness shall be unsecured and contractually subordinated in all respects to such Guarantor’s obligations pursuant to such Guarantor’s Guarantee and (y) any event that causes the Guarantor lender no longer to be a Guarantor (including a designation as an Unrestricted Subsidiary) shall be deemed to be a new incurrence by such Guarantor borrower of such Indebtedness and any guarantor thereof subject to Section 4.7 hereof, and

(iii)Indebtedness incurred by any Subsidiary (other than a Guarantor) and owed to (borrowed from) any Issuer, any Guarantor or any other Subsidiary; provided, that (x) such Indebtedness shall be unsecured and contractually subordinated in all respects to such Issuer’s obligations pursuant to the Notes and such Guarantor’s obligations pursuant to such Guarantor’s Guarantee, as applicable, (y) any event that causes the Subsidiary borrower or the Subsidiary or Guarantor lender to no longer be a Subsidiary (including a designation as an Unrestricted Subsidiary), shall be deemed to be a new incurrence of such Indebtedness subject to Section 4.7 hereof, and (z) the Investment in the form of the loan is a “Permitted Investment” (other than pursuant to clause (c) of the definition thereof) or is otherwise not prohibited at the time of incurrence by Section 4.9 hereof; 

(f)Indebtedness solely in respect of bankers acceptances, letters of credit and performance bonds (to the extent that such incurrence does not result in the incurrence of any obligation to repay any obligation relating to borrowed money or other Indebtedness), all in the ordinary course of business in accordance with customary industry practices, in amounts and for the purposes customary in the Issuers’ industry;

(g)Interest Swap and Hedging Obligations that are incurred in the ordinary course of business, for the purpose of fixing or hedging interest rate or currency risk with respect to any fixed or floating rate Indebtedness that is permitted by this Indenture to be outstanding or any receivable or liability the payment of which is determined by reference to a foreign currency; provided, that the notional amount of any such Interest Swap and Hedging Obligation does not exceed the principal amount of Indebtedness or other obligations to which such Interest Swap and Hedging Obligation relates;

(h)Indebtedness incurred solely to finance the premium of the Issuers’ and the Subsidiaries’ general liability insurance in an aggregate principal

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amount at any time outstanding pursuant to this clause (h) not to exceed $1.0 million;

(i)Indebtedness in an aggregate principal amount at any time outstanding pursuant to this clause (i) not to exceed $1.5 million, which Indebtedness is secured solely by the contracts between the Issuers and the Subsidiaries and the owners of timeshare interests in the timeshare units of the Issuers and the Subsidiaries;

(j)Indebtedness not otherwise permitted by clauses (a) through (i) above in an aggregate principal amount (or accreted value, as applicable) at any time outstanding pursuant to this clause (j), including all Permitted Refinancing Indebtedness incurred to repay, redeem, discharge, retire, defease, refund, refinance or replace any Indebtedness incurred pursuant to this clause (j), not to exceed $1.0 million; and

(k)Existing Indebtedness.

“Permitted Investment” means:

(a)any Investment in any of the Notes or the Guarantees;

(b)any Investment in cash or Cash Equivalents;

(c)intercompany notes to the extent permitted under clause (i) or (ii) of clause (e) of the definition of “Permitted Indebtedness;”

(d)any Investment by the Issuers or any Guarantor in a Person in a Related Business if as a result of such Investment such Person becomes a Guarantor or such Person is merged with or into the Issuers or a Guarantor;

(e)Investments in existence on the Issue Date;

(f)any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.13 hereof. 

(g)credit extensions to gaming customers in the ordinary course of business, consistent with industry practice; and

(h)loans or advances to employees of the Issuers and the Subsidiaries made in the ordinary course of business in an aggregate amount not to exceed $500,000 at any one time outstanding.

“Permitted Liens” means:

(a)Liens existing on the Issue Date;

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(b)Liens imposed by governmental authorities for taxes, assessments or other charges not yet subject to penalty or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the Issuers’ books in accordance with GAAP;

(c)statutory liens of carriers, warehousemen, mechanics, materialmen, landlords, repairmen or other like Liens arising by operation of law in the ordinary course of business provided that (1) the underlying obligations are not overdue for a period of more than 30 days, or (2) such Liens are being contested in good faith and by appropriate proceedings and adequate reserves with respect thereto are maintained on the Issuers’ books in accordance with GAAP;

(d)Liens securing the performance of bids, trade contracts (other than borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(e)easements, rights-of-way, zoning and similar restrictions and other similar encumbrances or title defects incurred in the ordinary course of business consistent with industry practices which, singly or in the aggregate, do not in any case materially detract from the value of the property subject thereto (as such property is used by the Issuers or any of the Subsidiaries) or interfere with the ordinary conduct of the business of the Issuers or any of the Subsidiaries;

(f)pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislation;

(g)Liens securing Indebtedness of a Person existing at the time such Person becomes a Subsidiary or is merged with or into the Issuers or a Subsidiary or any Lien securing Indebtedness incurred in connection with an Acquisition, provided, that such Liens were in existence prior to the date of such acquisition, merger or consolidation, were not incurred in anticipation thereof, and do not extend to any other assets;

(h)Liens that secure FF&E Financing, Purchase Money Indebtedness or Capitalized Lease Obligations permitted to be incurred pursuant to clause (d) of the definition of “Permitted Indebtedness;” provided such Liens do not extend to or cover any property or assets other than those being acquired, leased or developed with the proceeds of such Indebtedness;

(i)leases or subleases granted to other Persons in the ordinary course of business not materially interfering with the conduct of the business of the Issuers or any of the Subsidiaries or materially detracting from the value of the relative assets of the Issuers or any Subsidiary;

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(j)Liens arising from precautionary UCC financing statement filings regarding operating leases entered into by the Issuers or any of the Subsidiaries in the ordinary course of business;

(k)Liens securing Permitted Refinancing Indebtedness incurred to refinance any Indebtedness that was previously so secured in a manner no more adverse to the Holders of the Notes than the terms of the Liens securing such refinanced Indebtedness, provided that the Indebtedness secured is not increased and the Lien is not extended to any additional assets or property that would not have been security for the Indebtedness refinanced;

(l)Liens securing Indebtedness incurred under the Credit Agreement pursuant to the Credit Facility Basket;

(m)Liens securing the Notes and the Guarantees; and

(n)Liens in favor of the Issuers or any Guarantor, which are assigned to the Trustee to secure the payment of the Notes or a Guarantee, as applicable.

“Permitted Refinancing Indebtedness” means Indebtedness (including Disqualified Capital Stock):

(a)issued in exchange for, or the proceeds from the issuance and sale of which are used substantially concurrently to repay, redeem, defease, refund, refinance, discharge or otherwise retire for value, in whole or in part, or

(b)constituting an amendment, modification or supplement to, or a deferral or renewal of ((a) and (b) above are, collectively, a “Refinancing”),

any Indebtedness (including Disqualified Capital Stock) in a principal amount (or initial accreted value, if applicable) or, in the case of Disqualified Capital Stock, liquidation preference, not to exceed (after deduction of reasonable and customary fees and expenses incurred in connection with the Refinancing plus the amount of any premium paid in connection with such Refinancing) the lesser of (1) the principal amount or, in the case of Disqualified Capital Stock, liquidation preference, of the Indebtedness (including Disqualified Capital Stock) so Refinanced and (2) if such Indebtedness being Refinanced was issued with an original issue discount, the accreted value thereof (as determined in accordance with GAAP) at the time of such Refinancing;

provided, that:

(A)such Permitted Refinancing Indebtedness shall only be used to refinance outstanding Indebtedness (including Disqualified Capital Stock) of such Person issuing such Permitted Refinancing Indebtedness,

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(B)such Permitted Refinancing Indebtedness shall (x) not have an Average Life shorter than the Indebtedness (including Disqualified Capital Stock) to be so refinanced at the time of such Refinancing and (y) in all respects, be no less contractually subordinated or junior, if applicable, to the rights of Holders of the Notes than was the Indebtedness (including Disqualified Capital Stock) to be refinanced,

(C)such Permitted Refinancing Indebtedness shall have a final stated maturity or redemption date, as applicable, no earlier than the final stated maturity or redemption date, as applicable, of the Indebtedness (including Disqualified Capital Stock) to be so refinanced or, if sooner, 91 days after the Stated Maturity of the Notes, and

(D)such Permitted Refinancing Indebtedness shall be secured (if secured) in a manner no more adverse to the Holders of the Notes than the terms of the Liens (if any) securing such refinanced Indebtedness, including, without limitation, the amount of Indebtedness secured shall not be increased.

“Permitted Tax Distributions” in respect of an Issuer means, with respect to any taxable year or portion thereof in which such Issuer is a Flow Through Entity, the sum of: (i) the product of (a) the excess of (1) all items of taxable income or gain (other than capital gain) of such Issuer for such year or portion thereof over (2) all items of taxable deduction or loss (other than capital loss) of such Issuer for such year or portion thereof and (b) the Applicable Income Tax Rate, plus (ii) the product of (a) the net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss), if any, of such Issuer for such year or portion thereof and (b) the Applicable Capital Gain Tax Rate, plus (iii) the product of (a) the net short-term capital gain (i.e., the excess of net short-term capital gain over net long-term capital loss), if any, of such Issuer for such year or portion thereof and (b) the Applicable Income Tax Rate, minus (iv) the aggregate Tax Loss Benefit Amount for such Issuer for such year or portion thereof; provided, that in no event shall the Applicable Income Tax Rate or the Applicable Capital Gain Tax Rate exceed the greater of (i) the highest aggregate applicable effective marginal rate of United States federal, state, and local income tax to which a corporation doing business in the State of Nevada would be subject to in the relevant year of determination (as certified to the Trustee by a nationally recognized tax accounting firm) plus 5% and (ii) 60%. For purposes of calculating the amount of the Permitted Tax Distributions the items of taxable income, gain, deduction or loss (including capital gain or loss) of any Flow Through Entity of which such Issuer is treated for United States federal income tax purposes as a member (but only for periods for which such Flow Through Entity is treated as a Flow Through Entity), which items of income, gain, deduction or loss are allocated to or otherwise treated as items of income, gain, deduction or loss of such Issuer for United States federal income tax purposes, shall be included in determining the taxable income, gain, deduction or loss (including capital gain or loss) of such Issuer.

Estimated tax distributions may be made within thirty days following March 15, May 15, August 15, and December 15 based upon an estimate of the excess of (x) the tax distributions that would be payable for the period beginning on January 1 of such year

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and ending on March 31, May 31, August 31, and December 31 if such period were a taxable year (computed as provided above) over (y) distributions attributable to all prior periods during such taxable year.

The amount of the Permitted Tax Distribution for a taxable year shall be re-computed promptly after (i) the filing by such Issuer and each subsidiary of such Issuer that is treated as a Flow Through Entity of their respective annual income tax returns and (ii) United States federal or state taxing authority finally determines that the amount of the items of taxable income, gain, deduction, or loss of such Issuer or any such subsidiary that is treated as a Flow Through Entity for such taxable year or the aggregate Tax Loss Benefit Amount carried forward to such taxable year should be adjusted (each of clauses (i) and (ii) a “Tax Calculation Event”). To the extent that the Permitted Tax Distributions previously distributed in respect of any taxable year are either greater than (a “Tax Distribution Overage”) or less than (a “Tax Distribution Shortfall”) the Permitted Tax Distributions with respect to such taxable year, as determined by reference to the computation of the amount of the items of income, gain, deduction, or loss of such Issuer and each such subsidiary in connection with a Tax Calculation Event, the amount of the estimated Permitted Tax Distributions that may be made on the estimated tax distribution date immediately following such Tax Calculation Event shall be reduced or increased as appropriate to the extent of the Tax Distribution Overage or the Tax Distribution Shortfall. To the extent that a Tax Distribution Overage remains after the estimated tax distribution date immediately following such Tax Calculation Event, the amount of the estimated Permitted Tax Distribution that may be made on the subsequent estimated tax distribution date shall be reduced to the extent of such Tax Distribution Overage.

Prior to making any Permitted Tax Distributions, such Issuer shall require each Equity Holder to agree that promptly after the second estimated tax distribution date following a Tax Calculation Event, such Equity Holder shall reimburse such Issuer to the extent of its pro rata share (based on the portion of Permitted Tax Distributions distributed to such Equity Holder for the taxable year) of any remaining Tax Distribution Overage.

“Person” or “person” means any individual, corporation, limited liability company, joint stock company, joint venture, partnership, limited liability partnership, association, unincorporated organization, trust, governmental regulatory entity, country, state, agency or political subdivision thereof, municipality, county, parish or other entity.

“Preferred Stock” means any Equity Interest of any class or classes of a Person (however designated) which is preferred as to payments of dividends, or as to distributions upon any liquidation or dissolution, over Equity Interests of any other class of such Person.

“Private Placement Legend” means the legend set forth in Section 2.6(g)(1)(A) hereof to be placed on all Notes issued under this Indenture except where specifically stated otherwise by the provisions of this Indenture.

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“Pro forma” or “pro forma” shall have the meaning set forth in Regulation S-X under the Securities Act, unless otherwise specifically stated herein.

“Purchase Money Indebtedness” of any Person means any Indebtedness of such Person to any seller or other Person incurred solely to finance the acquisition (including, in the case of a Capitalized Lease Obligation, the lease), construction, installation or improvement of any after-acquired real or personal tangible property which, in the reasonable good faith judgment of the applicable Issuer’s Board of Directors, is directly related to a Related Business of the Issuers or any of the Subsidiaries and which is incurred concurrently with such acquisition, construction, installation or improvement and is secured only by the assets so financed.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Capital Stock” means, with respect to any Person, any Capital Stock of such Person that is not Disqualified Capital Stock.

“Qualified Equity Offering”  means an underwritten public offering for cash pursuant to a registration statement filed with the Commission in accordance with the Securities Act of (a) Qualified Capital Stock of the Issuers or (b) Qualified Capital Stock of a holding company that wholly owns each of the Issuers; provided that in the case of this clause (b), such holding company contributes to the capital of the Issuers the portion of the net cash proceeds of such offering necessary to pay the aggregate redemption price, together with accrued and unpaid Interest (and Liquidated Damages, if any) thereon to the Redemption Date, of the Notes to be redeemed pursuant to the provisions described in Section 3.7(b) hereof.

“Qualified Exchange” means:

(1)any legal defeasance, redemption, retirement, repurchase or other acquisition of Capital Stock, or Indebtedness of the Issuer issued on or after the Issue Date with the Net Cash Proceeds received by the Issuer from the substantially concurrent sale of its Qualified Capital Stock (other than to a Subsidiary); or

(2)any issuance of Qualified Capital Stock of the Issuer in exchange for any Capital Stock or Indebtedness of the Issuer issued on or after the Issue Date.

“Recourse Indebtedness” means Indebtedness (a) as to which the Issuers or one of the Subsidiaries (1) provides credit support of any kind (including any undertaking, guarantee agreement or instrument that would constitute Indebtedness), (2) is directly or indirectly liable (as a guarantor or otherwise), or (3) constitutes the lender, or (b) a default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) a holder of any other Indebtedness of the Issuers or any of the Subsidiaries (other than the Notes and Guarantees) to declare a default on such other

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Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity.

“Reference Period” with regard to any Person means the four full fiscal quarters (or such lesser period during which such Person has been in existence) ended immediately preceding any date upon which any determination is to be made pursuant to the terms of the Notes or this Indenture.

“Reg S Permanent Global Note” means one or more permanent Global Notes bearing the Private Placement Legend, that will be issued in an aggregate amount of denominations equal in total to the outstanding principal amount of the Reg S Temporary Global Note upon expiration of the Distribution Compliance Period.

“Reg S Temporary Global Note” means one or more temporary Global Notes bearing the Private Placement Legend and the Reg S Temporary Global Note Legend, issued in an aggregate amount of denominations equal in total to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S.

“Reg S Temporary Global Note Legend” means the legend set forth in Section 2.6(g)(3) hereof, which is required to be placed on all Reg S Temporary Global Notes issued under this Indenture.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the Issue Date, by and among the Issuers and the other parties named on the signature pages thereof, and any substantially identical registration rights agreement with respect to any Additional Notes as such agreement may be amended, modified or supplemented from time to time.

“Regulation S” means Regulation S promulgated under the Securities Act, as it may be amended from time to time, and any successor provision thereto.

“Regulation S Global Note” means a Reg S Temporary Global Note or a Reg S Permanent Global Note, as the case may be.

“Related Business” means the business conducted (or proposed to be conducted) by the Issuer and the Subsidiaries as of the Issue Date and any and all businesses that in the reasonable good faith judgment of the applicable Issuer’s Board of Directors are materially related businesses.

“Representative” means the Trustee or any trustee, agent or representative for any Senior Debt.

“Responsible Officer” shall mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred

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because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Definitive Note” means one or more Definitive Notes bearing the Private Placement Legend, issued under this Indenture.

“Restricted Global Note” means one or more Global Notes bearing the Private Placement Legend, issued under this Indenture; provided, that in no case shall an Exchange Note issued in accordance with this Indenture and the terms of the Registration Rights Agreement be a Restricted Global Note.

“Restricted Investment” means, in one or a series of related transactions, any Investment, other than a Permitted Investment. 

“Restricted Payment” means, with respect to any Person:

(a)the declaration or payment of any dividend or other distribution in respect of Equity Interests of such Person,

(b)any payment (except to the extent with Qualified Capital Stock) on account of the purchase, redemption or other acquisition or retirement for value of Equity Interests of such Person,

(c)other than with the proceeds from the substantially concurrent sale of, or in exchange for, Permitted Refinancing Indebtedness any purchase, redemption, or other acquisition or retirement for value of, any payment in respect of, any amendment of the terms of or any defeasance of, any Subordinated Indebtedness, directly or indirectly, by such Person or a Subsidiary of such Person prior to the scheduled maturity, any scheduled repayment of principal, or scheduled sinking fund payment, as the case may be, of such Indebtedness and

(d)any Restricted Investment by such Person;

provided, however, that the term “Restricted Payment” does not include (1) any dividend, distribution or other payment on or with respect to Equity Interests of an issuer to the extent payable solely in shares of Qualified Capital Stock of such issuer, or (2) any dividend, distribution or other payment to the Issuers, or to any of the Guarantors, by the Issuers or any of the Subsidiaries and any Investment in any Guarantor by the Issuers or any Subsidiary.

“Rule 144” means Rule 144 promulgated under the Securities Act, as it may be amended from time to time, and any successor provision thereto.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

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“Senior Subordinated Note Guarantees” means the guarantees by the Guarantors of the Issuers’ obligations under the Senior Subordinated Notes in accordance with the Senior Subordinated Note Indenture.

“Senior Subordinated Note Indenture” means the indenture, dated as of the Issue Date, among the Issuers, the Guarantors and the Trustee, governing the Senior Subordinated Notes.

“Senior Subordinated Notes” means the 12.750% Senior Subordinated Discount Notes due 2013 issued by the Issuers.

“Shelf Registration” shall have the meaning set forth in the Registration Rights Agreement.

“Significant Subsidiary” shall have the meaning set forth in Regulation S-X under the Securities Act, as in effect on the Issue Date.

“Special Record Date” means, for payment of any Defaulted Interest, a date fixed by the Paying Agent pursuant to Section 2.12 hereof.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, and its successors.

“Stated Maturity,” when used with respect to any Note, means January 15, 2012.

“Subordinated Indebtedness” means the Senior Subordinated Notes and the Senior Subordinated Note Guarantees and any other Indebtedness of the Issuers or a Guarantor that is contractually subordinated to the Notes or such Guarantee, as applicable, in any respect.

“subsidiary,” with respect to any Person, means (1) a corporation a majority of whose Equity Interests with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by such Person, by such Person and one or more Subsidiaries of such Person or by one or more Subsidiaries of such Person, and (2) any other Person (other than a corporation) in which such Person, one or more Subsidiaries of such Person, or such Person and one or more Subsidiaries of such Person, directly or indirectly, at the date of determination thereof has a majority ownership interest, or (3) a partnership in which such Person or a Subsidiary of such Person is, at the time, a general partner and in which such Person, directly or indirectly, at the date of determination thereof has a majority ownership interest.  Unless the context requires otherwise, “subsidiary,” with respect to any Person, means each direct and indirect subsidiary of such Person.

“Subsidiary” means any subsidiary of any of the Issuers that is not an Unrestricted Subsidiary.

“Tax Loss Benefit Amount” means with respect to any taxable year or portion thereof, the amount by which the Permitted Tax Distributions would be reduced were a

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net operating loss or net capital loss from a prior taxable year of an Issuer ending subsequent to the Issue Date carried forward to the applicable taxable year or portion thereof; provided, that for such purpose the amount of any such net operating loss or net capital loss shall be used only once and in each case the unused portion of such loss shall be carried forward to the next succeeding taxable year until so used. For purposes of calculating the Tax Loss Benefit Amount, the proportionate part of the items of taxable income, gain, deduction, or loss (including capital gain or loss) of any Subsidiary that is a Flow Through Entity for a taxable year or portion thereof of such Subsidiary ending subsequent to the Issue Date shall be included in determining the amount of net operating loss or net capital loss of such Issuer.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on which this Indenture is qualified under the TIA, except as provided in Section 9.8 hereof.

“Transfer Restricted Notes” means Global Notes and Definitive Notes that bear or are required to bear the Private Placement Legend, issued under this Indenture.

“Truck Parking” means the improved real property consisting of approximately 4.61 acres on which truck parking for Virgin River is located. The Truck Parking is owned in fee by Virgin River and is situated to the east of the Virgin River Casino.

“Trustee” means the party named as such above, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means such successor serving hereunder.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend, issued under this Indenture.

“Unrestricted Global Note” means one or more permanent Global Notes representing a series of Notes that does not bear and is not required to bear the Private Placement Legend, issued under this Indenture.

 “UCC” means the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction.

“Unrestricted Subsidiary” means:

(1)any subsidiary of the Issuers that, at or prior to the time of determination, shall have been designated by the applicable Issuer’s Board of Directors as an Unrestricted Subsidiary; provided, that such subsidiary at the time of such designation (a) has no Recourse Indebtedness; (b) is not party to any agreement, contract, arrangement or understanding with the Issuers or any Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Issuers or such Subsidiary

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than those that might be obtained at the time from Persons who are not Affiliates of the Issuers; (c) is a Person with respect to which neither the Issuer nor any of the Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Equity Interests or (y) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and (d) does not directly, indirectly or beneficially own any Equity Interests of, or Subordinated Indebtedness of, or own or hold any Lien on any property of, the Issuer or any other Subsidiary, and

(2)any subsidiary of an Unrestricted Subsidiary.

Any Issuer’s Board of Directors may designate any Unrestricted Subsidiary to be a Subsidiary, provided, that (1) no Default or Event of Default is existing or will occur as a consequence thereof and (2) immediately after giving effect to such designation, on a pro forma basis, the Issuer could incur at least $1.00 of Indebtedness pursuant to the Debt Incurrence Ratio.  Each such designation shall be evidenced by filing with the Trustee a certified copy of the resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions.

“U.S. Government Obligations” means direct non-callable obligations of, or noncallable obligations guaranteed by, the United States of America for the payment of which obligation or guarantee the full faith and credit of the United States of America is pledged.

“U.S. Person” means a U.S. person as defined in Rule 902(o) under the Securities Act.

“Voting Equity Interests” means Equity Interests which at the time are entitled to vote in the election of, as applicable, directors, members or partners generally

“Wholly Owned Subsidiary” means a Subsidiary all the Equity Interests of which (other than directors’ qualifying shares) are owned by the Issuers or one or more Wholly Owned Subsidiaries or a combination thereof.

“Working Capital” means, with respect to any Person as of any date of determination, the difference determined by subtracting (a) current liabilities (excluding the current portion of long-term debt) of such Person and its Subsidiaries as of such date from (b) current assets (other than cash and Cash Equivalents) of such Person and its Subsidiaries as of such date.

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Section 1.2Other Definitions

Term	Defined in Section
“360-Day Period”	4.13
“Acceleration Notice”	6.1
“Affiliate Transaction”	4.12
“Aggregate Payments”	4.22(c)
“Asset Sale”	4.13
“Asset Sale Amount”	4.13
“Asset Sale Notice”	4.13
“Asset Sale Offer”	4.13
“Asset Sale Offer Amount”	4.13
“Asset Sale Offer Price”	4.13
“Asset Sale Purchase Date”	4.13
“Authentication Order”	2.2
“Benefited Party”	11.1
“Change of Control”	4.14
“Change of Control Notice”	4.14
“Change of Control Offer”	4.14
“Change of Control Purchase Date”	4.14
“Change of Control Purchase Price”	4.14
“Covenant Defeasance”	8.3
“Defaulted Interest”	2.12
“DTC”	2.3
“Event of Default”	6.1
“Excess Proceeds”	4.13
“Fair Share”	4.22(a)
“Funding Issuer”	4.22(b)
“Guarantee Obligations”	11.1
“incur” or “incurrence”	4.7
“Incurrence Date”	4.7
“Investment Company Act”	4.16
“Issuers”	Preamble
“Legal Defeasance”	8.2
“Liquidated Damages Notice”	1.23
“Notes”	Preamble
“Paying Agent”	2.3
“Refinancing”	Definition of Permitted Refinancing Indebtedness
“Registrar”	2.3
“Regulatory Redemption”	3.9
“Redemption Date”	3.8
“Related Business Assets”	4.13(b)(2)
“Series A Notes”	Preamble
“Series B Notes”	Preamble
“Tax Calculation Event”	Definition of Permitted Refinancing Indebtedness
“Tax Distribution Shortfall”	Definition of Permitted Refinancing Indebtedness
“Tax Distribution Overage”	Definition of Permitted Refinancing Indebtedness
“Transaction Date”	Definition of Consolidated Coverage Ratio

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Section 1.3Incorporation by Reference of Trust Indenture Act

Whenever this Indenture refers to a provision of the TIA, such provision is incorporated by reference in and made a part of this Indenture.

The following TIA terms used in this Indenture have the following meanings:

“Commission” means the Securities and Exchange Commission;

“obligor” on the Notes means the Issuers, each Guarantor and any successor obligor upon the Notes.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule under the TIA have the meanings so assigned to them.

Section 1.4Rules of Construction

Unless the context otherwise requires:

(1)a term has the meaning assigned to it;

(2)an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3)“or” is not exclusive;

(4)words in the singular include the plural, and in the plural include the singular;

(5)provisions apply to successive events and transactions;

(6)“herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

(7)references to sections of or rules under the Securities Act and the Exchange Act shall be deemed to include substitute, replacement of successor sections or rules adopted by the Commission from time to time; and

(8)references to the “Intercreditor Agreement” shall mean if the Intercreditor Agreement is then in effect.

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ARTICLE II
THE NOTES

Section 2.1Form and Dating

(a)General.  The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto; provided, that the form of the Exchange Notes shall include such variations as are permitted or required by the Registration Rights Agreement. 

The Notes may have notations, legends or endorsements required by law, stock exchange rule, depository rule or usage.  Each Note shall be dated the date of its issuance and shall show the date of its authentication.  The Notes shall be in denominations of $1,000 and integral multiples thereof.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.  However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(b)Global Notes.  Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto).  Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto).  Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.  Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.6 hereof.

(c)Euroclear and Clearstream Procedures Applicable.  The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking Luxembourg” and “Customer Handbook” of Clearstream Banking Luxembourg in effect at the relevant time shall be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held by Participants through Euroclear or Clearstream Banking Luxembourg.

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Section 2.2Execution and Authentication

Two Officers shall sign the Notes for each Issuer by manual or facsimile signature.  In the case of Definitive Notes, such signatures may be imprinted or otherwise reproduced on such Notes.  If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.  A Note shall not be valid until authenticated by the manual signature of the Trustee.  The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.  The Trustee shall, upon a written order of each Issuer signed by an Officer (an “Authentication Order”), authenticate Notes for issuance up to the aggregate principal amount stated in such Authentication Order; provided that Notes authenticated for issuance on the Issue Date shall not exceed $120,000,000 in aggregate principal amount.  The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes.  An authenticating agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers.

Section 2.3Registrar, Paying Agent and Depositary

The Issuers shall maintain an office or agency in the Borough of Manhattan, The City of New York, which shall initially be The Bank of New York Trust Company, N.A., c/o The Bank of New York, where (i) Notes may be presented for registration of transfer or for exchange (“Registrar”) and (ii) Notes may be presented for payment (“Paying Agent”).  The Registrar shall keep a register of the Notes and of their transfer and exchange.  The Issuers may appoint one or more co-registrars and one or more additional paying agents.  The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent.  The Issuers may change any Paying Agent or Registrar without notice to any Holder.  The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture.  If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such.  The Issuers or any of the Subsidiaries may act as Paying Agent or Registrar.  The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.  The Issuers initially appoint the Trustee to act as the Registrar and Paying Agent and to act as Notes Custodian with respect to the Global Notes.

Section 2.4Paying Agent to Hold Money in Trust

The Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or Interest (or Liquidated Damages, if any) on the Notes, and shall promptly notify the Trustee in writing of any default by the Issuers in making any such payment.  While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee.  The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee.  Upon payment over to the Trustee, the Paying Agent (if other

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than one of the Issuers or one of the Subsidiaries) shall have no further liability for the money.  If one of the Issuers or one of the Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent.  Upon any bankruptcy or reorganization proceedings relating to the Issuers, the Trustee shall serve as Paying Agent for the Notes.

Section 2.5Holder Lists

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a).  If the Trustee is not the Registrar, the Issuers shall furnish, or shall cause the Registrar (if other than the Issuers or one of the Subsidiaries) to furnish, to the Trustee at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuers shall otherwise comply with TIA § 312(a).

Section 2.6Transfer and Exchange

(a)Transfer and Exchange of Global Notes.  A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.  All Global Notes shall be exchanged by the Issuers for Definitive Notes if (i) the Issuers deliver to the Trustee notice from the Depositary that (x) the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes, or (y) the Depositary is no longer a clearing agency registered under the Exchange Act, and in either case, the Issuers fail to appoint a successor Depositary within 90 days of such notice from the Depositary, (ii) the Issuers, in the Issuers’ sole discretion, determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee or (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the Notes; provided, that in no event shall the Reg S Temporary Global Note be exchanged by the Issuers for Definitive Notes prior to (x) the expiration of the Distribution Compliance Period and (y) the receipt by the Registrar of any certificate identified by the Issuers and the Issuers’ counsel to be required pursuant to Rule 903 or Rule 904 under the Securities Act.  Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee.  Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.7 and 2.10 hereof.  Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.6 or Section 2.7 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note.  A Global Note may not be exchanged for another Note other than as provided in this Section 2.6(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.6(b), (c) or (f) hereof.

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(b)Transfer and Exchange of Beneficial Interests in the Global Notes.  The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures.  Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act.  Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(1)Transfer of Beneficial Interests in the Same Global Note.  Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Distribution Compliance Period, transfers of beneficial interests in the Reg S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser).  Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note.  No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.6(b)(1), but the Issuers or the Trustee may request an Opinion of Counsel. 

(2)All Other Transfers and Exchanges of Beneficial Interests in Global Notes (including for Definitive Notes).  In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.6(b)(1) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant, in each case, given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant, in each case, given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (B)(1) above; provided, that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Reg S Temporary Global Note prior to (x) the expiration of the Distribution Compliance Period and (y) the receipt by the Registrar of any certificates identified by the Issuers or the Issuers’ counsel to be required pursuant to Rule 903 and Rule 904 under the Securities Act.  Upon consummation of an Exchange Offer by the Issuers in accordance with Section 2.6(f) hereof, the requirements of this Section 2.6(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes.  Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in

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Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.6(h) hereof.

(3)Transfer of Beneficial Interests to Another Restricted Global Note.  A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.6(b)(2) hereof and the Registrar receives the following:

(A)if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B)if the transferee will take delivery in the form of a beneficial interest in the 501 Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (3)(d) thereof; or

(C)if the transferee will take delivery in the form of a beneficial interest in the Reg S Temporary Global Note or the Reg S Permanent Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(4)Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note.  A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.6(b)(2) hereof and:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and Section 2.6(f) hereof, and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of any of the Issuers;

(B)such transfer is effected pursuant to the Shelf Registration in accordance with the Registration Rights Agreement and a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, is delivered by the transferor;

(C)such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration

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Rights Agreement and a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, is delivered by the transferor; or

(D)the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (D), an Opinion of Counsel in form, and from legal counsel, reasonably acceptable to the Registrar and the Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.  Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(a)Placeholder do not remove.

(c)Transfer and Exchange of Beneficial Interests for Definitive Notes.  Transfer and exchange of beneficial interests in the Global Notes for Definitive Notes shall be made subject to compliance with this Section 2.6(c), and the requesting Holder shall provide any certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.6(c).  Upon receipt of such applicable documentation, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Note or Unrestricted Global Note, as applicable, to be reduced accordingly pursuant to Section 2.6(h) hereof, and the Issuers shall execute and, upon receipt of an Authentication Order pursuant to Section 2.2 hereof, the Trustee shall authenticate and deliver to the Person designated in the instructions a Restricted Definitive Note or an Unrestricted Definitive Note, as applicable, in the appropriate principal amount.  Any Definitive Note issued in exchange for a beneficial interest in a Global Note pursuant to this Section 2.6(c) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant.  The Trustee shall deliver such Definitive Notes to the Persons in whose names such Definitive Notes are so registered.

(1)Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes.  If any holder of a beneficial interest in a Restricted Global Note

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proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(A)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B)if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C)if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D)if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) and (C) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; or

(E)if such beneficial interest is being transferred to the Issuers or any of the Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof.

Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.6(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(2)Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.  A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and Section 2.6(f) hereof, and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of any of the Issuers;

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(B)such transfer is effected pursuant to the Shelf Registration in accordance with the Registration Rights Agreement and a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, is delivered by the transferor;

(C)such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement and a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, is delivered by the transferor; or

(D)the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (D), an Opinion of Counsel in form, and from legal counsel, reasonably acceptable to the Registrar and the Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a Restricted Definitive Note.

(3)Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note, then such holder shall satisfy the applicable conditions set forth in Section 2.6(b)(2) hereof. Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.6(c)(3) shall not bear the Private Placement Legend.

(4)Transfer or Exchange of Reg S Temporary Global Notes. Notwithstanding the other provisions of this Section 2.6, a beneficial interest in the Reg S Temporary Global Note may not be (A) exchanged for a Definitive Note prior to (x) the expiration of the Distribution Compliance Period (unless such exchange is approved by the Issuers, does not require an investment decision on the part of the Holder thereof and does not violate the provisions of Regulation S) and (y) the receipt by the Registrar of any certificates identified by the Issuers or their counsel to be required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act or (B) transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to the events set forth in clause (A)

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above or unless the transfer is pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(d)Transfer and Exchange of Definitive Notes for Beneficial Interests. Transfer and exchange of Definitive Notes for beneficial interests in the Global Notes shall be made subject to compliance with this Section 2.6(d), and the requesting Holder shall provide any certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.6(d). Upon receipt from such Holder of such applicable documentation and the surrender to the Registrar of the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar, duly executed by such Holder or by its attorney, duly authorized in writing, the Registrar shall register the transfer or exchange of the Definitive Notes. The Trustee shall cancel such Definitive Notes so surrendered and cause the aggregate principal amount of the applicable Restricted Global Note or Unrestricted Global Note, as applicable, to be increased accordingly pursuant to Section 2.6(h) hereof.

(1)Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A)if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B)if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C)if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; or

(D)if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in accordance with Regulation D under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(d) thereof;

the Trustee shall cancel the Restricted Definitive Note and increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global

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Note, in the case of clause (C) above, the Regulation S Global Note and in the case of clause (D) above, the 501 Global Note.

(2)Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and Section 2.6(f) hereof, and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of any of the Issuers;

(B)such transfer is effected pursuant to the Shelf Registration in accordance with the Registration Rights Agreement and a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, is delivered by the transferor;

(C)such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement and a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, is delivered by the transferor; or

(D)the Registrar receives the following: (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (D), an Opinion of Counsel in form, and from legal counsel, reasonably acceptable to the Registrar and the Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3)Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such

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Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) of this Section 2.6(d) at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e)Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.6(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. The Trustee shall cancel any such Definitive Notes so surrendered, and the Issuers shall execute and, upon receipt of an Authentication Order pursuant to Section 2.2 hereof, the Trustee shall authenticate and deliver to the Person designated in the instructions a Restricted Definitive Note or an Unrestricted Definitive Note, as applicable, in the appropriate principal amount. Any Definitive Note issued pursuant to this Section 2.6(e) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Definitive Notes are so registered. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.6(e).

(1)Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A)if the transfer will be made to a QIB pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B)if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(C)if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (A) and (B) above, then the transferor must deliver a certificate to the effect set forth

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in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; or

(D)if such beneficial interest is being transferred to the Issuers or any of the Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof, must be delivered by the transferor.

(2)Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and Section 2.6(f) hereof, and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of any of the Issuers;

(B)any such transfer is effected pursuant to the Shelf Registration in accordance with the Registration Rights Agreement and a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, is delivered by the transferor;

(C)any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement and a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, is delivered by the transferor; or

(D)the Registrar receives the following: (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit D hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (D), an Opinion of Counsel in form, and from legal counsel, reasonably acceptable to the Registrar and the Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3)Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes

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delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f)Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof and an Opinion of Counsel delivered to the Trustee as to the matters set forth in paragraphs (1) and (2) below of this Section 2.6(f) and such other matters customarily covered in connection with an exchange offer as the Trustee may reasonably request, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the sum of (A) the principal amount of the beneficial interests in the Restricted Global Notes exchanged or transferred for beneficial interests in Unrestricted Global Notes in connection with the Exchange Offer pursuant to Section 2.6(b)(4) hereof and (B) the principal amount of Restricted Definitive Notes exchanged or transferred for beneficial interests in Unrestricted Global Notes in connection with the Exchange Offer pursuant to Section 2.6(d)(2) hereof, in each case tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers, and accepted for exchange in the Exchange Offer, and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the sum of (A) the principal amount of the Restricted Definitive Notes exchanged or transferred for Unrestricted Definitive Notes in connection with the Exchange Offer pursuant to Section 2.6(e)(2) hereof and (B) Restricted Global Notes exchanged or transferred for Unrestricted Definitive Notes in connection with the Exchange Offer pursuant to Section 2.6(c)(2) hereof, in each case tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers, and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cancel any Definitive Notes so surrendered and shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall execute and, upon receipt of an Authentication Order pursuant to Section 2.2 hereof, the Trustee shall authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Definitive Notes in the appropriate principal amount.

The Opinion of Counsel for the Issuers referenced above shall state that:

(1)the issuance and sale of the Exchange Notes by the Issuers has been duly authorized and, when executed by the Issuers and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered in exchange for Series A Notes in accordance with this Indenture and the Exchange Offer, the Exchange Notes shall be entitled to the benefits of this Indenture and shall be valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms, subject to customary qualifications including exceptions for bankruptcy, fraudulent transfer and equitable principles; and

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(2)when the Exchange Notes are issued and executed by the Issuers and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered in exchange for Series A Notes in accordance with this Indenture and the Exchange Offer, the Guarantees by the Guarantors endorsed thereon shall be entitled to the benefits of this Indenture and shall be the valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms, subject to customary qualifications including exceptions for bankruptcy, fraudulent transfer and equitable principles.

(g)Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(i)Private Placement Legend.

(A)Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (X) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (Y) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (Z) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE THAT IS TWO YEARS (OR SUCH OTHER PERIOD THAT MAY HEREAFTER BE PROVIDED UNDER RULE 144(k) UNDER THE SECURITIES ACT AS PERMITTING RESALES OF RESTRICTED SECURITIES BY NON-AFFILIATES WITHOUT RESTRICTION) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUERS OR ANY SUBSIDIARIES OF THE ISSUERS, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO

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RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS OF ANY U.S. STATE OR ANY OTHER APPLICABLE JURISDICTION.

(B)Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) to this Section 2.6 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(ii)Global Note Legend. To the extent required by the Depositary, each Global Note shall bear legends in substantially the following forms:

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO

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SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

(iii)Reg S Temporary Global Note Legend. To the extent required by the Depositary, each Reg S Temporary Global Note shall bear a legend in substantially the following form:

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE CASH PAYMENTS OF INTEREST DURING THE PERIOD WHICH SUCH HOLDER HOLDS THIS NOTE. NOTHING IN THIS LEGEND SHALL BE DEEMED TO PREVENT INTEREST FROM ACCRUING ON THIS NOTE.

(h)Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such

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Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i)General Provisions Relating to Transfers and Exchanges.

(i)To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order.

(ii)No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10, 3.6, 4.13 or 4.14 hereof).

(iii)The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(iv)All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same Indebtedness, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(v)The Issuers shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.2 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between an Interest Record Date and the next succeeding Interest Payment Date.

(vi)Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and Interest (and Liquidated Damages, if any) on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.

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(vii)The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof.

Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law.

The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

(viii)All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.6 to effect a registration of transfer or exchange may be submitted by facsimile.

Notwithstanding anything herein to the contrary, as to any certifications and certificates delivered to the Registrar pursuant to this Section 2.6, the Registrar’s duties shall be limited to confirming that any such certifications and certificates delivered to it are in the form of Exhibits A, B, C, D and E attached hereto. The Registrar shall not be responsible for confirming the truth or accuracy of representations made in any such certifications or certificates.

Section 2.7Replacement Notes

If any mutilated Note is surrendered to the Trustee or the Issuers or if the Trustee or the Issuers receive evidence (which evidence may be from the Trustee) to their satisfaction of the destruction, loss or theft of any Note, the Issuers shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. An affidavit of lost certificate and/or an indemnity bond or other indemnity must be supplied by the requesting Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuers may charge for its expenses in replacing a Note, including reasonable fees and expenses of their counsel and of the Trustee and its counsel. Every replacement Note is an additional obligation of the Issuers and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

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Section 2.8Outstanding Notes

The Notes outstanding at any time are all the Notes authenticated by the Trustee (including any Note represented by a Global Note) except for those cancelled by it or at the Issuers’ direction, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.8 as not outstanding. Except as set forth in Section 2.9 hereof, a Note does not cease to be outstanding because any of the Issuers or an Affiliate of any of the Issuers holds the Note. If a Note is replaced pursuant to Section 2.7 hereof, such Note, together with the Guarantee of that particular Note endorsed thereon, ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. If the principal amount of any Note is considered paid under Section 4.1 hereof, it ceases to be outstanding and Interest (and Liquidated Damages, if any) on it ceases to accrue. If the Paying Agent (other than the Issuers, a subsidiary or an Affiliate of any thereof) holds, on a redemption date or the maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding, and such Notes shall cease to accrue Interest.

Section 2.9Treasury Notes

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by any of the Issuers, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with any of the Issuers, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in conclusively relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded.

Section 2.10Temporary Notes

Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Issuers consider appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate Definitive Notes in exchange for temporary Notes. Until such exchange, holders of temporary Notes shall be entitled to all of the benefits of this Indenture.

Section 2.11Cancellation

The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent (other than the Issuers, a subsidiary or an

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Affiliate of any thereof), and no one else, shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of such cancelled Notes in accordance with its customary procedures (subject to the record retention requirement of the Exchange Act) or shall return all cancelled Notes to the Issuers upon its request. Subject to Section 2.7 hereof, the Issuers may not issue new Notes to replace Notes that have been paid or that have been delivered to the Trustee for cancellation.

Section 2.12Defaulted Interest

Any Interest (or Liquidated Damages, if any) on any Note which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date plus, to the extent lawful, any Interest payable on the defaulted Interest (and Liquidated Damages, if any) at the rate and in the manner provided in Section 4.1 hereof and in the Note (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered Holder on the relevant Interest Record Date, and such Defaulted Interest may be paid by the Issuers, at their election in each case, as provided in clause (1) or (2) below:

(1)The Issuers may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuers shall notify the Trustee and the Paying Agent in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuers shall deposit with the Paying Agent an amount of cash equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements reasonably satisfactory to the Paying Agent for such deposit prior to the date of the proposed payment, such cash when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this clause (1). Thereupon the Paying Agent shall fix a “Special Record Date” for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Paying Agent of the notice of the proposed payment. The Paying Agent shall promptly notify the Issuers and the Trustee of such Special Record Date and, in the name and at the expense of the Issuers, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder at its address as it appears in the Note register maintained by the Registrar not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the persons in whose names the Notes (or their respective predecessor Notes) are registered on such Special Record Date and shall no longer be payable pursuant to the following clause (2).

(2)The Issuers may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such

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exchange, if, after notice given by the Issuers to the Trustee and the Paying Agent of the proposed payment pursuant to this clause, such manner shall be deemed practicable by the Trustee and the Paying Agent.

Subject to the foregoing provisions of this Section 2.12, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to Interest (and Liquidated Damages, if any) accrued and unpaid, and to accrue, which were carried by such other Note.

Section 2.13CUSIP Numbers

The Issuers in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuers shall promptly notify the Trustee in writing of any change in the “CUSIP” numbers.

Section 2.14Issuance of Additional Notes

The Issuers may, subject to Section 4.7 hereof and applicable law, issue Additional Notes in an unlimited amount under this Indenture. The Notes issued on the Issue Date and any Additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture.

Any such Additional Notes shall be issued on the same terms as the Initial Notes or Exchange Notes (except for the issue date, issue price, pre-issuance accrued Interest, Accreted Value at issuance and first Interest Payment Date), shall constitute part of the same series of securities as the Initial Notes, shall vote together with the Initial Notes as one series on all matters with respect to the Notes and would not be issued with “original issue discount” for United States federal income tax purposes.

ARTICLE III
REDEMPTION

Section 3.1Notices to Trustee

If the Issuers elect to redeem Notes pursuant to the optional redemption provisions of Section 3.7 hereof, it shall furnish to the Trustee, at least 30 days but not more than 60 days before a Redemption Date, an Officers’ Certificate stating the Section of this Indenture pursuant to which such redemption is being made and setting forth (i) the Redemption Date, (ii) the principal amount of Notes to be redeemed and (iii) the redemption price.

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Section 3.2Selection of Notes to Be Redeemed

If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes or portions thereof to be redeemed among the Holders of the Notes in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee considers fair and appropriate, provided that Notes in denominations of $1,000 or less may not be redeemed in part. In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the Redemption Date by the Trustee from the outstanding Notes not previously called for redemption.

The Trustee shall promptly notify the Issuers in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected for redemption shall be in principal amounts of $1,000 or integral multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding principal amount of Notes held by such Holder, even if not an integral multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Section 3.3Notice of Redemption

At least 30 days but not more than 60 days before a Redemption Date, the Trustee shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address.

The notice shall identify the Notes to be redeemed (including CUSIP number) and shall state:

(a)the Redemption Date;

(b)the redemption price;

(c)if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, on or after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note;

(d)the name and address of the Paying Agent;

(e)that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

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(f)that, unless the Issuers default in making such redemption payment, Interest (and Liquidated Damages, if any) on Notes or portions thereof called for redemption ceases to accrue on and after the Redemption Date;

(g)the paragraph of the Notes and/or section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(h)that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

At the Issuers’ request, the Trustee shall give the notice of redemption in the Issuers’ names and at the Issuers’ expense; provided, however, that the Issuers shall have delivered to the Trustee, at least 45 days prior to the Redemption Date (unless a shorter period shall be acceptable to the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.4Effect of Notice of Redemption

Once notice of redemption is mailed in accordance with Section 3.3 hereof, Notes called for redemption become irrevocably due and payable on the Redemption Date at the redemption price. A notice of redemption may not be conditional.

Section 3.5Deposit of Redemption Price

On the Business Day immediately prior to the Redemption Date, the Issuers shall deposit with the Trustee or with the Paying Agent immediately available funds sufficient to pay the redemption price of and accrued and unpaid Interest (and Liquidated Damages, if any) on all Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid Interest (and Liquidated Damages, if any) on, all Notes to be redeemed.

If the Issuers comply with the provisions of the preceding paragraph, on and after the Redemption Date, Interest (and Liquidated Damages, if any) shall cease to accrue on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after an Interest Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid Interest (and Liquidated Damages, if any) shall be paid to the Person in whose name such Note was registered at the close of business on such Interest Record Date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Issuers to comply with the preceding paragraph, Interest shall be paid on the unpaid principal and premium, if any, from the Redemption Date until such principal and premium, if any is paid, and to the extent lawful on any Interest (and Liquidated Damages, if any) not paid on such unpaid principal and premium, if any, in each case at the rate provided in the Notes and in Section 4.1 hereof.

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If the Redemption Date hereunder is on or after an Interest Record Date on which the Holders of record have a right to receive the corresponding Interest due and Liquidated Damages, if any, and on or before the associated Interest Payment Date, any accrued and unpaid Interest (and Liquidated Damages, if any) due on such Interest Payment Date shall be paid to the Person in whose name a Note is registered at the close of business on such Interest Record Date.

Section 3.6Notes Redeemed in Part

Upon surrender of a Note that is redeemed in part, the Issuers shall issue and, upon receipt of an Authentication Order, the Trustee shall authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

Section 3.7Optional Redemption

(a)The Issuers shall not have the right to redeem any Notes prior to January 15, 2009 (other than with the Net Cash Proceeds of a Qualified Equity Offering, as described in Section 3.7(b) hereof).

At any time on or after January 15, 2009, the Issuers may redeem the Notes for cash at the Issuers’ option, in whole or in part, at any time and from time to time, upon not less than 30 days nor more than 60 days notice to each Holder of Notes, at the following redemption prices (expressed as percentages of the principal amount) if redeemed during the 12-month period commencing January 15 of the years indicated below, in each case together with accrued and unpaid Interest (and Liquidated Damages, if any) to the date of redemption of the Notes (the “Redemption Date”):

Year	Percentage
2009	104.500	%
2010	102.250	%
2011 and thereafter	100.000	%

(b)At any time on or prior to January 15, 2008, upon a Qualified Equity Offering, up to 35% of the aggregate principal amount of the Notes originally issued pursuant to this Indenture may be redeemed at the Issuers’ option within 90 days of such Qualified Equity Offering, with cash received by the Issuers from the Net Cash Proceeds of such Qualified Equity Offering, at a redemption price equal to 109.000% of the principal amount thereof, together with accrued and unpaid Interest (and Liquidated Damages, if any) to the Redemption Date; provided, however, that immediately following

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such redemption not less than 65% of the aggregate principal amount of the Notes originally issued pursuant to this Indenture on the Issue Date remain outstanding.

(c)Any redemption pursuant to this Section 3.7 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof.

Section 3.8No Mandatory Redemption

The Issuers shall not be required to make mandatory redemption payments with respect to the Notes (except for any offer to repurchase Notes that the Issuers are required to make in accordance with the provisions of Sections 4.13 and 4.14 hereof). The Notes shall not have the benefit of any sinking fund.

Section 3.9Regulatory Redemption

If any Gaming Authority requires that a Holder or beneficial owner of Notes must be licensed, qualified or found suitable under any applicable Gaming Law and such Holder or beneficial owner fails to apply for a license, qualification or a finding of suitability within 30 days after being requested to do so by the Gaming Authority (or such lesser period that may be required by such Gaming Authority), or if such Holder or such beneficial owner is not so licensed, qualified or found suitable, the Issuers shall have the right, at the Issuers’ option, (1) to require such Holder or beneficial owner to dispose of such Holder’s or beneficial owner’s Notes within 30 days of receipt of notice of such finding by the applicable Gaming Authority or such earlier date as may be ordered by such Gaming Authority or (2) to call for the redemption (a “Regulatory Redemption”) of the Notes of such Holder or beneficial owner at the principal amount thereof or, if required by such Gaming Authority, the lesser of (a) the price at which such Holder or beneficial owner acquired the Notes, and (b) the fair market value of such Notes on the date of redemption, together with, in either case, accrued and unpaid Interest (and, if permitted by such Gaming Authority, Liquidated Damages) to the earlier of the date of redemption or such earlier date as may be required by such Gaming Authority or the date of the finding of unsuitability by such Gaming Authority, which may be less than 30 days following the notice of redemption, if so ordered by such Gaming Authority. The Issuers shall notify the Trustee in writing of any such redemption as soon as practicable and the redemption price of each Note to be redeemed.

The Holder or beneficial owner applying for a license, qualification or a finding of suitability must pay all costs of the licensure and investigation for such qualification or finding of suitability. Under this Indenture, the Issuers are not required to pay or reimburse any Holder of the Notes or beneficial owner who is required to apply for such license, qualification or finding of suitability for the costs of the licensure and investigation for such qualification or finding of suitability. Such expense will, therefore, be the obligation of such Holder or beneficial owner.

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ARTICLE IV
COVENANTS

Section 4.1Payment of Notes

The Issuers shall duly and promptly pay or cause to be paid the principal of, premium, if any, and Interest on the Notes on the dates and in the manner provided in the Notes. The Issuers shall pay all Liquidated Damages, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. Principal, premium, if any, and Interest (and Liquidated Damages, if any) shall be considered paid on the date due if the Paying Agent, if other than the Issuers or a subsidiary thereof, holds as of 12:00 noon Eastern time on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and Interest (and Liquidated Damages, if any) then due.

The Issuers (a) shall pay Interest (including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, at the then applicable interest rate on the Notes to the extent lawful, and (b) shall pay Interest (including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdue installments of Interest (and Liquidated Damages, if any), without regard to any applicable grace period, at the same rate to the extent lawful.

Section 4.2Maintenance of Office or Agency

The Issuers shall maintain in the Borough of Manhattan, The City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. The Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the designated corporate trust office of the Trustee.

The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such additional designations; provided, that no such designation or rescission shall in any manner relieve the Issuers of the Issuers’ obligation to maintain an office or agency in the Borough of Manhattan, The City of New York. The Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Issuers in accordance with Section 2.3 hereof.

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Section 4.3Commission Reports and Reports to Holders

(a)Whether or not the Issuers are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Issuers shall deliver to the Trustee and to each Holder and to prospective purchasers of Notes identified to the Issuers by the Initial Purchaser, within 5 days after the Issuers are or would have been (if it were subject to such reporting obligations) required to file such with the Commission, (i) annual and quarterly financial statements substantially equivalent to financial statements that would have been required to be contained in a filing with the Commission on Forms 10-K and 10-Q if the Issuers were required to file such Forms, including in each case, Management’s Discussion and Analysis of Financial Condition and Results of Operations which would be so required, and including, with respect to annual information only, a report thereon by the Issuers’ certified independent public accountants as would be so required, and (ii) all information that would be required to be contained in a filing with the Commission on Form 8-K if the Issuers were required to file such report.

(b)From and after the time the Issuers file a registration statement with the Commission with respect to the Notes, the Issuers will file with the Commission the annual, quarterly and other reports which the Issuers are required to file with the Commission at such time as are required to be filed.

(c)The Issuers’ reporting obligations with respect to clauses (i) and (ii) of Section 4.3(a) shall be satisfied in the event the Issuers file such reports with the Commission on EDGAR and deliver a copy of such reports to the Trustee, unless the Commission will not accept such filings.

Section 4.4Compliance Certificate

(a)The Issuers shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuers and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuers and the Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to his or her knowledge the Issuers and the Subsidiaries are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred and be continuing, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are taking or propose to take with respect thereto) and that to his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or premium, if any, or Interest (or Liquidated Damages, if any) on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto. The Issuers shall provide the Trustee with timely written notice of any change in any of the Issuer’s fiscal year ends, each of which is currently December 31.

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(b)The Issuers shall, so long as any of the Notes are outstanding, deliver to the Trustee, within five Business Days of any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Section 4.5Taxes

The Issuers shall pay, and shall cause each of the Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment would not have a material adverse effect on the ability of the Issuers and the Guarantors to satisfy their obligations under the Notes, the Guarantees, this Indenture, the Registration Rights Agreement, the Intercreditor Agreement and the Collateral Agreements.

Section 4.6Stay, Extension and Usury Laws

The Issuers covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture. The Issuers (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.7Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock

(a)Except as set forth in this Section 4.7, the Issuers shall not and the Guarantors shall not, and neither the Issuers nor the Guarantors shall permit any of the Subsidiaries to, directly or indirectly, create, issue, assume, guarantee, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to “incur” or, as appropriate, an “incurrence”), any Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness), other than Permitted Indebtedness.

Notwithstanding the foregoing, if:

(1)no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a pro forma basis to, such incurrence of such Indebtedness and

(2)on the date of such incurrence (the “Incurrence Date”), the Issuers’ Consolidated Coverage Ratio for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to

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such incurrence of such Indebtedness and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least 2.0 to 1.0 (the “Debt Incurrence Ratio”),

then the Issuers and the Subsidiaries may incur such Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness).

(b)The limitations of Section 4.7(a) hereof shall not prohibit the incurrence by the Issuers or any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate principal amount incurred and outstanding at any time (plus any Permitted Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $15,000,000 (plus related interest, fees, indemnities, costs and expenses), minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale or Event of Loss applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to Section 4.13 hereof or (2) assumed by a transferee in an Asset Sale (such amount of Indebtedness pursuant to the Credit Agreement permitted to be incurred and outstanding pursuant to this Section 4.7(b), the “Credit Facility Basket”).

(c)Indebtedness of any Person which is outstanding at the time such Person becomes a Subsidiary (including upon designation of any Unrestricted Subsidiary as a Subsidiary) or is merged with or into or consolidated with any of the Issuers or Subsidiaries shall be deemed to have been incurred at the time such Person becomes or is designated as a Subsidiary or is merged with or into or consolidated with any of the Issuers or Subsidiaries, as applicable.

(d)Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, a guarantee by the Issuers or a Guarantor of the Indebtedness of any of the Issuers or Guarantors incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or if later at the time the guarantor thereof became a Guarantor shall not constitute a separate incurrence, or amount outstanding, of Indebtedness.

(e)Upon each incurrence of Indebtedness, (i) the Issuers may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred, (ii) the Issuers may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and (iii) such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except that all Indebtedness initially outstanding under the Notes, the Guarantees and this Indenture shall be deemed to have been incurred pursuant to clause (a) of the definition of Permitted Indebtedness.

Section 4.8Limitation on Liens Securing Indebtedness

The Issuers shall not and the Guarantors shall not, and neither the Issuers nor the Guarantors shall permit any of the Subsidiaries to, create, incur, assume or suffer to exist any Lien of any kind, other than Permitted Liens, upon any of the Issuers’ or the

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Guarantors’ or the Subsidiaries’ respective assets now owned or acquired on or after the Issue Date or upon any income or profits therefrom securing any of the Issuers’ Indebtedness or any Indebtedness of any Guarantor.

Section 4.9Limitation on Restricted Payments

(a)The Issuers shall not and the Guarantors shall not, and neither the Issuers nor the Guarantors shall permit any of the Subsidiaries to, directly or indirectly, make any Restricted Payment unless, after giving effect on a pro forma basis to such Restricted Payment:

(1)no Default or Event of Default shall have occurred and be continuing,

(2)the Issuers are permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio, provided, that in calculating the Debt Incurrence Ratio for purposes of this clause (2), Consolidated Fixed Charges shall be calculated as set forth in the final paragraph of the definition of “Consolidated Fixed Charges,” and

(3)the aggregate amount of all Restricted Payments made by the Issuers and the Subsidiaries, including after giving effect to such proposed Restricted Payment, on and after the Issue Date, would not exceed, without duplication, the sum of:

(A)50% of the Issuers’ aggregate Consolidated Net Income for the period (taken as one accounting period), commencing on the first day of the first full fiscal quarter commencing after the Issue Date occurs, to and including the last day of the fiscal quarter ended immediately prior to the date of each such calculation for which the Issuers’ consolidated financial statements are required to be delivered to the Trustee or, if sooner, filed with the Commission (or, in the event Consolidated Net Income for such period is a deficit, then minus 100% of such deficit), plus

(B)the aggregate Net Cash Proceeds received by the Issuers from the sale of the Issuers’ Qualified Capital Stock after the Issue Date (other than (i) to one of the Subsidiaries, (ii) to the extent applied in connection with a Qualified Exchange or, to avoid duplication, otherwise given credit for in any provision of this or the following paragraph, (iii) used as consideration to make a Permitted Investment or (iv) issued upon the conversion or exchange of any Indebtedness of the Issuers or the Subsidiaries convertible or exchangeable for the Issuers’ Qualified Capital Stock as described in paragraph (C) below), plus

(C)the amount by which Indebtedness of the Issuers or the Subsidiaries is reduced on the Issuers’ balance sheet upon the

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conversion or exchange (other than by one of the Subsidiaries) subsequent to the Issue Date of any Indebtedness of the Issuers or the Subsidiaries convertible or exchangeable for the Issuers’ Qualified Capital Stock (less the amount of any cash, or the fair market value of any other property, distributed by the Issuers or any of the Subsidiaries upon such conversion or exchange), plus

(D)except in each case, in order to avoid duplication, to the extent any such payment or proceeds have been included in the calculation of Consolidated Net Income, an amount equal to the net reduction in Investments (other than returns of or from Permitted Investments) in any Person (including an Unrestricted Subsidiary) resulting from:

(i)cash distributions on or cash repayments of any Investments, including payments of interest on Indebtedness, dividends, repayments of loans or advances, or other distributions or other transfers of assets, in each case to the Issuers or any Subsidiary,

(ii)the Net Cash Proceeds from the sale of any such Investment, or

(iii)if such Person is an Unrestricted Subsidiary, the redesignation of such Person as a Subsidiary,

valued in each case as provided in the definition of “Investments,” and not to exceed, in each case, the amount of Investments previously made (and that were treated as Restricted Payments) by the Issuers or any Subsidiary in such Person, including, if applicable, such Unrestricted Subsidiary, less the cost of disposition.

(b)Section 4.9(a) hereof, however, shall not prohibit:

(1)so long as clause (1) of Section 4.9(a) hereof is satisfied, repurchases, redemptions or other retirements or acquisitions of Capital Stock from the Issuers’ employees or directors (or their heirs or estates) or employees or directors (or their heirs or estates) of the Subsidiaries upon the death, disability or termination of employment, in an aggregate amount pursuant to this clause (1) to all employees or directors (or their heirs or estates) not to exceed (A) $250,000 per fiscal year on and after the Issue Date or (B) $1,000,000 in the aggregate,

(2)any dividend, distribution or other payments by any of the Subsidiaries on its Equity Interests that is paid pro rata to all holders of such Equity Interests,

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(3)a Qualified Exchange,

(4)the payment of any dividend on Qualified Capital Stock within 60 days after the date of its declaration if such dividend could have been made on the date of such declaration in compliance with the foregoing provisions,

(5)the redemption and repurchase of any Equity Interests or Indebtedness of the Issuers or any of the Subsidiaries to the extent required by any Gaming Authority,

(6)so long as clause (1) of Section 4.9(a) is satisfied, payment of management fees not to exceed, for any fiscal year, 5.0% of the Consolidated EBITDA of the Issuers for the immediately preceding fiscal year,

(7)with respect to each tax year or portion thereof that an Issuer qualifies as a Flow Through Entity and so long as clause (1) above is satisfied, the payment of Permitted Tax Distributions (whether paid in such tax year or portion thereof, or any subsequent tax year) in respect of such Issuer; provided, that (A) prior to the first payment of Permitted Tax Distributions during any particular calendar year such Issuer provides an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the Trustee to the effect that such Issuer and each other Flow Through Entity in respect of which such distributions are being made qualify as Flow Through Entities for United States federal income tax purposes and for the states in respect of which such distributions are being made for such tax year or portion thereof, (B) at the time of such distribution, the most recent audited financial statements of such Issuer for periods including such tax year or portion thereof provided to the Trustee pursuant to Section 4.3 hereof provide that such Issuer and each subsidiary of such Issuer in respect of which such distributions are being made was treated as a Flow Through Entity for the period of such financial statements, (C) in the case of the portion, if any, of any Permitted Tax Distribution that is proposed to be distributed for a particular taxable period or portion thereof, which portion of such Permitted Tax Distribution is attributable to a Flow Through Entity that is not a Subsidiary, such portion of such proposed Permitted Tax Distribution shall be limited to the Excess Cash Distribution Amount for Taxes, and (D) the amount of such Permitted Tax Distribution shall not exceed the Available Permitted Tax Distribution, and

(8)so long as clause (1) of Section 4.9(a) hereof is satisfied, Restricted Payments not otherwise permitted by this covenant in an aggregate amount pursuant to this clause (8) not to exceed $2,500,000.

 (c)The full amount of any Restricted Payment made pursuant to the foregoing clauses (1), (2), (4) and (8) (but not pursuant to clause (3), (5), (6) or (7)) of the immediately preceding sentence, however, shall be counted as Restricted Payments made

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for purposes of the calculation of the aggregate amount of Restricted Payments available to be made referred to in clause (3) of Section 4.9(a).

(d)For purposes of this Section 4.9, the amount of any Restricted Payment made or returned, if other than in cash, shall be the fair market value thereof, as determined in the reasonable good faith judgment of the applicable Issuer’s Board of Directors, unless stated otherwise, at the time made or returned, as applicable.

Section 4.10Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries

The Issuers shall not and the Guarantors shall not, and neither the Issuers nor the Guarantors shall permit any of the Subsidiaries to, directly or indirectly, incur or suffer to exist any consensual restriction on the ability of any of the Subsidiaries (i) to pay dividends or make other distributions to or on behalf of, (ii) to pay any obligation to or on behalf of, (iii) to otherwise transfer assets or property to or on behalf of, or (iv) to make or pay loans or advances to or on behalf of, the Issuers or any of the Subsidiaries, except:

(1)restrictions imposed by the Notes, the Guarantees or this Indenture or by the Issuers’ other Indebtedness (which may also be guaranteed by the Guarantors) ranking pari passu with the Notes or the Guarantees, as applicable; provided, that such restrictions are no more restrictive in any material respect than those imposed by this Indenture and the Notes,

(2)restrictions imposed by applicable law,

(3)existing restrictions under Existing Indebtedness,

(4)restrictions under (i) any Acquired Indebtedness not incurred in violation of this Indenture or (ii) any agreement relating to any business, property or asset (including any Equity Interest) acquired by the Issuers or any of the Subsidiaries, which restrictions in the case of both (i) and (ii) existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Person, other than the Person acquired, or to any property, asset or business, other than the property, assets and business so acquired,

(5)restrictions imposed by Indebtedness incurred under the Credit Agreement in accordance with this Indenture; provided, that such restrictions are no more restrictive in any material respect than those imposed by the Credit Agreement as of the Issue Date,

(6)restrictions with respect solely to any of the Subsidiaries imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all of the Equity Interests or assets of such Subsidiary; provided, that such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold,

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(7)restrictions on transfer contained in FF&E Financing, Purchase Money Indebtedness or Capitalized Lease Obligations permitted to be incurred pursuant to Section 4.7 hereof; provided, that such restrictions relate only to the transfer of the property acquired with the proceeds of such Indebtedness, and

(8)in connection with and pursuant to Permitted Refinancing Indebtedness, the replacement of restrictions imposed pursuant to clauses (1), (3), (4) or (7) of this Section 4.10 or this clause (8) that are not more restrictive in any material respect as determined by the Board of Directors of the applicable Issuer in its reasonable good faith judgment than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced.

Notwithstanding the foregoing, (a) there may exist customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice and (b) any asset subject to a Lien which is not prohibited to exist with respect to such asset pursuant to the terms of this Indenture may be subject to customary restrictions on the transfer or disposition thereof pursuant to such Lien.

Section 4.11Limitation on Impairment of Security Interests

Except as permitted herein, the Intercreditor Agreement and the Collateral Agreements, the Issuers shall not and the Guarantors shall not, and neither the Issuers nor the Guarantors shall permit the Subsidiaries to, take or omit to take any action that would have the result of materially adversely affecting or impairing the Lien on the Collateral in favor of the Trustee for the benefit of the Holders of the Notes.

Section 4.12Limitation on Transactions with Affiliates

The Issuers and the Guarantors shall not, and neither the Issuers nor the Guarantors shall permit any of the Subsidiaries to, on or after the Issue Date, directly or indirectly, sell, lease, transfer or otherwise dispose of any of the Issuers’ or their properties or assets to, or purchase any property or assets from, or enter into or suffer to exist any contract, agreement, understanding, loan, advance, guarantee, arrangement or transaction with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”), or any series of related Affiliate Transactions (other than Exempted Affiliate Transactions):

(1)unless it is determined that the terms of such Affiliate Transaction(s) are fair and reasonable to the Issuers, and no less favorable to the Issuers than could have been obtained in an arm’s length transaction with a non-Affiliate,

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(2)if involving consideration to either party of $1,000,000 or more, unless such Affiliate Transaction(s) has been approved by a majority of the members of the Board of Directors of the applicable Issuer that are disinterested in such transaction, if there are any directors who are so disinterested, and

(3)if involving consideration to either party of $2,500,000 or more (or $1,000,000 or more if no members of the Board of Directors of the applicable Issuer are disinterested in such transaction) unless, in addition to complying with clauses (1) and (2) above, the Issuers, prior to the consummation thereof, obtain a written favorable opinion as to the fairness of such transaction(s) to the Issuers from a financial point of view from an independent investment banking firm of national reputation in the United States or, if pertaining to a matter for which such investment banking firms do not customarily render such opinions, an appraisal or valuation firm of national reputation in the United States.

Section 4.13Limitation on Sale Of Assets And Subsidiary Stock

(a)The Issuers shall not and the Guarantors shall not, and neither the Issuers nor the Guarantors shall permit any of the Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of the Issuers’ or their property, business or assets, including by merger or consolidation (in the case of a Guarantor or one of the Subsidiaries), and including any sale or other transfer or issuance of any Equity Interests of any of the Subsidiaries, whether by the Issuers or any of the Subsidiaries or through the issuance, sale or transfer of Equity Interests by any of the Subsidiaries and including any sale-leaseback transaction (any of the foregoing, an “Asset Sale”) unless:

(1)at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents, and

(2)the Board of Directors of the applicable Issuer determines in reasonable good faith that such Issuer or such Subsidiary will receive, as applicable, fair market value for such Asset Sale.

For purposes of clause (1) of this Section 4.13(a), the following shall be deemed to constitute cash or Cash Equivalents: (a) the amount of any Indebtedness or other liabilities (other than Indebtedness or liabilities that are by their terms subordinated to the Notes and the Guarantees) of the Issuers or such Subsidiary that are assumed by the transferee of any such assets so long as the documents governing such liabilities provide that there is no further recourse to the Issuers or any of the Subsidiaries with respect to such liabilities and (b) fair market value of any marketable securities, currencies, notes or other obligations received by the Issuers or any such Subsidiary in exchange for any such assets that are converted into cash or Cash Equivalents within 30 days after the consummation of such Asset Sale, provided, that such cash and Cash Equivalents shall be

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treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received.

(b)Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the “Asset Sale Amount”), if used, shall be:

(1)(i) used to retire Purchase Money Indebtedness secured by the asset which was the subject of the Asset Sale, or (ii) used to retire and permanently reduce Indebtedness incurred under the Credit Agreement; provided, that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount; or

(2)invested in assets and property (other than notes, bonds, obligations and securities, except in connection with the acquisition of a Person in a Related Business which immediately following such acquisition becomes a Guarantor) which in the reasonable good faith judgment of the applicable Issuer’s Board of Directors will immediately constitute or be a part of a Related Business of the Issuers or such Guarantor (if it continues to be a Guarantor) immediately following such transaction (such assets or property, the “Related Business Assets”); or

(3)any combination of (1) or (2).

(c)All Net Cash Proceeds from an Event of Loss shall be used as follows: (x) first, the Issuers shall use such Net Cash Proceeds to the extent necessary to rebuild, repair, replace or restore the assets subject to such Event of Loss with comparable assets; and (y) then, to the extent any Net Cash Proceeds from an Event of Loss are not used as described in the preceding clause (x) all such remaining Net Cash Proceeds shall be reinvested or used as provided in clause (1), (2) or (3) of Section 4.13(b) hereof.

(d)The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in clause (1), (2) or (3) of Section 4.13(b) hereof and the accumulated Net Cash Proceeds from any Event of Loss not applied as set forth in clause (x) or (y) of Section 4.13(c) hereof shall constitute “Excess Proceeds.” Pending the final application of any Net Cash Proceeds, the Issuers may temporarily reduce revolving credit borrowings or otherwise invest or use for general corporate purposes the Net Cash Proceeds in any manner that is not prohibited by this Indenture; provided, however, that the Issuers may not use the Net Cash Proceeds (x) to make Restricted Payments other than Restricted Payments that are solely Restricted Investments or (y) to make Permitted Investments pursuant to clause (a) of the definition thereof.

(e)When the Excess Proceeds equal or exceed $5,000,000, the Issuers shall offer to repurchase the Notes, together with any other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Issuers to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (the “Asset Sale

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Offer”) at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) on the Asset Sale Purchase Date (as defined below) (the “Asset Sale Offer Price”) together with accrued and unpaid interest (and Liquidated Damages, if any) to the Asset Sale Purchase Date. In order to effect the Asset Sale Offer, the Issuers shall promptly after expiration of the 360-day period following the Asset Sale that produced such Excess Proceeds mail to each Holder of Notes notice of the Asset Sale Offer (the “Asset Sale Notice”), offering to purchase the Notes on a date (the “Asset Sale Purchase Date”) that is no earlier than 30 days and no later than 60 days after the date that the Asset Sale Notice is mailed.

On the Asset Sale Purchase Date, the Issuers shall apply an amount equal to the Excess Proceeds (the “Asset Sale Offer Amount”) plus an amount equal to accrued and unpaid interest (and Liquidated Damages, if any) to the purchase of all Indebtedness properly tendered in accordance with the provisions of this Section 4.13 (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price together with accrued and unpaid interest (and Liquidated Damages, if any) to the Asset Sale Purchase Date. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Issuers may use any remaining Net Cash Proceeds as otherwise permitted by this Indenture. Following the consummation of each Asset Sale Offer in accordance with the provisions of this Section 4.13, the Excess Proceeds amount shall be reset to zero.

(f)Notwithstanding, and without complying with, the provisions of this Section 4.13:

(1)the Issuers and the Subsidiaries may convey, sell, transfer, assign or otherwise dispose of assets with a fair market value (or that result in gross proceeds) of less than $1,000,000, until the aggregate fair market value and gross proceeds of the transactions excluded from the definition of Asset Sale pursuant to this clause (1) exceed $5,000,000;

(2)the Issuers and the Subsidiaries may, in the ordinary course of business, (x) exchange gaming equipment or other FF&E for replacement items, (y) convey, sell, transfer, assign or otherwise dispose of inventory and other assets acquired and held for resale in the ordinary course of business and (z) liquidate Cash Equivalents;

(3)the Issuers and the Subsidiaries may convey, sell, transfer, assign or otherwise dispose of assets pursuant to and in accordance with Article V hereof;

(4)the Issuers and the Subsidiaries may sell or dispose of damaged, worn out or other obsolete personal property in the ordinary course of business so long as such property is no longer necessary for the proper conduct of the Issuers’ business or the business of such Subsidiary, as applicable;

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(5)the Issuers and the Subsidiaries may convey, sell, transfer, assign or otherwise dispose of assets to the Issuers or any of the Guarantors;

(6)the Issuers and the Subsidiaries may settle, release or surrender tort or other litigation claims in the ordinary course of business or grant Liens not prohibited by this Indenture;

(7)the Issuers and the Subsidiaries may exchange any property or assets for Related Business Assets (as defined in Section 4.13(b)(2) hereof); and

(8)the Issuers and the Subsidiaries may make Permitted Investments pursuant to clause (d) of the definition thereof and Restricted Investments that are not prohibited by Section 4.9 hereof.

(g)Any Asset Sale Offer shall be made in compliance with all applicable laws, rules, and regulations, including, if applicable, Regulation 14E of the Exchange Act and the rules and regulations thereunder and all other applicable federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.13, the Issuers’ compliance or the compliance of any of the Subsidiaries with such laws and regulations shall not in and of itself cause a breach of the Issuers’ obligations under this Section 4.13.

(h)If the Asset Sale Purchase Date is on or after an Interest Record Date and on or before the associated Interest Payment Date, any accrued and unpaid Interest (and Liquidated Damages, if any) due on such Interest Payment Date shall be paid to the Person in whose name a Note is registered at the close of business on such Interest Record Date.

(i)The Trustee shall be entitled to receive in connection with an Asset Sale such documents, if any, required by the TIA.

Section 4.14Repurchase of Notes at the Option of the Holder Upon a Change of Control

(a)In the event that a Change of Control has occurred, each Holder of Notes shall have the right, at such Holder’s option, pursuant to an offer (subject only to conditions required by applicable law, if any) by the Issuers (the “Change of Control Offer”), to require the Issuers to repurchase all or any part of such Holder’s Notes (provided, that the principal amount of such Notes must be $1,000 or an integral multiple thereof) at a cash price equal to 101% of the principal amount thereof on the Change of Control Purchase Date (as defined below) (the “Change of Control Purchase Price”), together with accrued and unpaid Interest (and Liquidated Damages, if any) to the Change of Control Purchase Date.

The Change of Control Offer shall be made within 30 days following a Change of Control and shall remain open for at least 30 days following its commencement (the “Change of Control Offer Period”). On the Change of Control Purchase Date, to the

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extent lawful, the Issuers promptly shall purchase all Notes properly tendered in response to the Change of Control Offer.

As used herein, a “Change of Control” means any of the following:

(1)prior to consummation of an Initial Public Offering, the Existing Stockholders, in the aggregate, shall (A) cease to be entitled, by beneficial ownership of the Voting Equity Interests of the Issuers, contract or otherwise, to elect or designate for election a majority of the Board of Directors of each of the Issuers or (B) cease to beneficially own more than 50% of the aggregate voting power of the Voting Equity Interests of each of the Issuers, in each case, whether as a result of issuance of the securities of one or more Issuers, any merger, consolidation, liquidation or dissolution of one or more Issuers, any direct or indirect transfer of securities by the Existing Stockholders or otherwise;

(2)after the consummation of an Initial Public Offering, (A) any “person” (including any group that is deemed to be a “person”) (other than the Existing Stockholders) is or becomes the beneficial owner, directly or indirectly, of more than 35% of the aggregate voting power of the Voting Equity Interests of any of the Issuers, and (B) one or more of the Existing Stockholders beneficially own, directly or indirectly, in the aggregate, a lesser percentage of the aggregate voting power of the Voting Equity Interests of such Issuer than such other person and do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of such Issuer;

(3)any of the Issuers adopts a plan of liquidation;

(4)the Continuing Directors cease for any reason to constitute a majority of the Board of Directors then in office of any of the Issuers; or

(5)any merger or consolidation of any of the Issuers with or into another person or the merger of another person with or into any of the Issuers, or the sale of all or substantially all of the assets (determined on a consolidated basis) of the Issuers to another person (other than, in all such cases, one or more of the Existing Stockholders) other than, with respect to this clause (5), a transaction in which the holders of securities that represented 100% of the aggregate voting power of such Issuer’s Voting Equity Interests immediately prior to such transaction own directly or indirectly at least a majority of the aggregate voting power of the Voting Equity Interests of the surviving person in such merger or consolidation or the transferee of such assets immediately after such transaction or have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of such transferee or surviving person.

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As used in this Section 4.14, “Person” (including any group that is deemed to be a “Person”) has the meaning given by Section 13(d) of the Exchange Act, whether or not applicable.

(b)On or before the Change of Control Purchase Date, the Issuers shall:

(1)accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer,

(2)deposit with the Paying Agent cash sufficient to pay the Change of Control Purchase Price, together with accrued and unpaid Interest (and Liquidated Damages, if any) to the Change of Control Purchase Date of all Notes so tendered, and

(3)deliver to the Trustee the Notes so accepted together with an Officers’ Certificate listing the Notes or portions thereof being purchased by the Issuers.

The Paying Agent promptly shall pay each Holder of Notes so accepted an amount equal to the Change of Control Purchase Price together with accrued and unpaid Interest (and Liquidated Damages, if any) to the Change of Control Purchase Date, and the Trustee promptly shall authenticate and deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be delivered promptly by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.

The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether or not any other provisions of this Indenture are applicable.

(c)The Issuers shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

(d)Any Change of Control Offer shall be made in compliance with all applicable laws, rules and regulations, including, if applicable, Regulation 14E under the Exchange Act and the rules thereunder and all other applicable federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the compliance by any of the Issuers or the Guarantors with such laws and regulations shall not in and of itself cause a breach of the Issuers’ or the Guarantors’ obligations under this Section 4.14.

(e)If the Change of Control Purchase Date is on or after an Interest Record Date and on or before the associated Interest Payment Date, any accrued and

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unpaid Interest (and Liquidated Damages, if any) due on such Interest Payment Date shall be paid to the Person in whose name a Note is registered at the close of business on such Interest Record Date.

Section 4.15Subsidiary Guarantors

All of the Issuers’ present and future Subsidiaries (other than Excluded Foreign Subsidiaries) shall (i) jointly and severally guarantee all principal of and all premium, if any, and Interest (and Liquidated Damages, if any) on the Notes on a senior secured basis by executing a Guarantee and a supplemental indenture in accordance with Article XI of this Indenture, (ii) grant a security interest in and/or pledge the Collateral owned by such Subsidiary to secure such Obligations on the terms set forth in the Collateral Agreements and in Sections 4.21 and Article X of this Indenture and (iii) deliver to the Trustee the documents and Opinion of Counsel required by Section 11.4 hereof.

Notwithstanding anything in this Indenture to the contrary, (i) if any of the Excluded Foreign Subsidiaries that is not a Guarantor guarantees any Indebtedness of any of the Issuers or any of the Guarantors, or (ii) any of the Issuers or any of the Guarantors, individually or collectively, pledges more than 65% of the Voting Equity Interests of a Foreign Subsidiary that is not a Guarantor to a lender to secure the Indebtedness of any of the Issuers or any of the Guarantors, then in the cases described in each of clauses (i) and (ii), such Foreign Subsidiary must become a Guarantor. As of the Issue Date, the Issuers have no Foreign Subsidiaries, and all Subsidiaries of the Issuers are Guarantors.

Section 4.16Limitation on Status as Investment Company

The Issuers, the Guarantors and the Subsidiaries are prohibited from being required to register as an “investment company” (as that term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”)), or from otherwise becoming subject to regulation under the Investment Company Act.

Section 4.17Maintenance of Properties and Insurance

The Issuers and the Guarantors shall cause all material properties used or useful to the conduct of their business and the business of each of the Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) in all material respects and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in their reasonable judgment may be necessary, so that the business carried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section 4.17 shall prevent any of the Issuers, any Guarantor or any Subsidiary from discontinuing any operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is (a) in the reasonable good faith judgment of the Board of Directors of the applicable Issuer, desirable in the conduct of the business of such entity and (b) not otherwise prohibited by this Indenture or the Collateral Agreements.

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Section 4.18Corporate Existence

Subject to Article V hereof, each Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence and the corporate, partnership or other existence of each of the Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of such Issuer or such Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of such Issuer and each of the Subsidiaries; provided, however, that such Issuer shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of the Subsidiaries, if such Issuer’s Board of Directors shall determine in reasonable good faith that the preservation thereof is no longer desirable in the conduct of the business of the Issuers and the Subsidiaries, taken as a whole, and that the loss thereof would not have a material adverse effect on the ability of the Issuers and the Guarantors to satisfy their obligations under the Notes, the Guarantees and this Indenture.

Section 4.19Limitation on Lines of Business

The Issuers shall not and the Guarantors shall not, and neither the Issuers nor the Guarantors shall permit any of the Subsidiaries to, directly or indirectly engage to any substantial extent in any line or lines of business activity other than that which, in the reasonable good faith judgment of the applicable Issuer’s Board of Directors, is a Related Business.

Section 4.20Rule 144A Information

At any time the Issuers are not required to file the reports required by Section 4.3 hereof, the Issuers shall, and the Guarantors shall, furnish to the Holders or beneficial holders of Notes, upon their request, and to prospective purchasers thereof designated by such Holders or beneficial holders of Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.21Additional Collateral

The Issuers shall, and shall cause each of the Subsidiaries (other than Excluded Foreign Subsidiaries) to, grant to the Trustee a first priority security interest in all Collateral, whether owned on the Issue Date or thereafter acquired, and execute and deliver all documents and to take all action reasonably necessary to perfect and protect such a security interest in favor of the Trustee, in each case, subject to the terms of the Intercreditor Agreement and Permitted Liens.

Section 4.22Joint and Several Obligations of the Issuers; Reimbursement

(a)The Notes are joint and several obligations of each of the Issuers. However, the Obligation of each Issuer under this Indenture and the Notes shall be limited, as described in this Section 4.22, if and only if and only to the extent necessary, taking account of the reimbursement obligation set forth in Section 4.22(b), so that the limitation would prevent the full amount of the Obligations under this Indenture and the

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Notes from rendering such Issuer’s obligations under this Indenture and the Notes subject to avoidance as a fraudulent obligation under any law permitting avoidance of fraudulent transfers, conveyances, or obligations.

(b)If any payment or distribution is made on any date by an Issuer (a “Funding Issuer”) under this Indenture or the Notes such that such Funding Issuer’s Aggregate Payments exceed its Fair Share as of such date, such Funding Issuer shall be entitled to reimbursement from each of the other Issuers in an amount sufficient to cause each Issuer’s Aggregate Payments to equal its Fair Share as of such date.

(c)As used in this Section 4.22, the following terms have the following respective meanings:

“Fair Share” means, with respect to an Issuer as of any date of determination, an amount equal to: (i) the ratio of (A) such Issuer’s asset book value as of the date of issuance of the Notes to (B) the aggregate of the asset book values as of the date of issuance of the Notes of all Issuers multiplied by (ii) the aggregate amount owing under this Indenture and the Notes.

“Aggregate Payments” means, with respect to an Issuer as of any date of determination, an amount equal to (i) the aggregate amount of all payments and distributions made on or before such date by such Issuer in respect of this Indenture and the Notes (including in respect of contributions under the foregoing provisions), minus (ii) the aggregate amount of all payments received on or before such date by such Issuer from the other Issuers as reimbursement under the foregoing provisions.

The amounts payable as reimbursement hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Issuer. The allocation among Issuers of their obligations as set forth in the foregoing subsections of this Section 4.22 shall not be construed in any way to limit the liability of any Issuer hereunder, except as expressly provided in Section 4.22(a) hereof.

Section 4.23Liquidated Damages Notice

In the event that the Issuers are required to pay Liquidated Damages to Holders of Notes pursuant to the Registration Rights Agreement, the Issuers shall provide written notice (“Liquidated Damages Notice”) to the Trustee of the Issuers’ obligation to pay Liquidated Damages no later than 15 days prior to the proposed payment date for the Liquidated Damages, and the Liquidated Damages Notice shall set forth the amount of Liquidated Damages to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Liquidated Damages, or with respect to the nature, extent, or calculation of the amount of Liquidated Damages owed, or with respect to the method employed in such calculation of the Liquidated Damages.

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ARTICLE V
MERGER AND SUCCESSORS

Section 5.1Limitation on Merger, Sale or Consolidation

The Issuers shall not consolidate with or merge with or into another Person or, directly or indirectly, sell, lease, convey or transfer all or substantially all of the Issuers’ assets (such amounts to be computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless:

(1)either (a) one or more Issuers is the surviving Person or Persons or (b) each resulting, surviving or transferee Person is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the Issuers’ Obligations in connection with the Notes, this Indenture, the Registration Rights Agreement, the Intercreditor Agreement and the Collateral Agreements;

(2)no Default or Event of Default shall exist or shall occur immediately after giving effect to such transaction on a pro forma basis;

(3)unless such transaction is solely the merger of the Issuers and one of the Issuers’ previously existing Wholly Owned Subsidiaries which is also a Guarantor for the purpose of reincorporation into another jurisdiction, and which transaction is not for the purpose of evading this provision and not in connection with any other transaction, immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the resulting, surviving or transferee Person is at least equal to the Issuers’ Consolidated Net Worth immediately prior to such transaction;

(4)unless such transaction is solely the merger of the Issuers and one of the Issuers’ previously existing Wholly Owned Subsidiaries which is also a Guarantor for the purpose of reincorporation into another jurisdiction, and which transaction is not for the purpose of evading this provision and not in connection with any other transaction, immediately after giving effect to such transaction on a pro forma basis, the resulting, surviving or transferee Person would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio; provided, that this clause (4) shall not apply to a transaction which is solely (x) a merger of one or more of the Issuers into another Issuer, or (y) a merger of all of the Issuers with and into a newly formed corporation that immediately prior to such merger does not hold any assets, is not liable for any obligations and has not previously engaged in any business activities, in the case of each of clauses (x) and (y), (I) which merger is solely for the purpose of consolidating the Issuers and (II) immediately after giving effect to such transaction on a pro forma basis, the Debt

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Incurrence Ratio of the resulting, surviving or transferee Person(s) is not less than the Debt Incurrence Ratio of the Issuers immediately prior to such transaction;

(5)such transaction would not result in the loss or suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with such loss, suspension or material impairment; and

(6)each Guarantor shall have, if required by the terms of this Indenture or the Collateral Agreements, confirmed in writing that its Guarantee shall apply to the Issuers’ Obligations or the Obligations of each resulting, surviving or transferee Person in accordance with the Notes, this Indenture, the Registration Rights Agreement and the Collateral Agreements.

Section 5.2Successor Corporation Substituted

In the event of any transaction (other than a lease or transfer of less than all of the Issuers’ assets) in accordance with the foregoing in which the Issuers are not the surviving Person, the resulting, surviving or transferee Person shall succeed to and be substituted for, and may exercise every right and power of, the applicable Issuer(s) under this Indenture with the same effect as if such resulting, surviving or transferee Person had been named therein as an “Issuer,” and the Trustee may require any such Person to ensure, by executing and delivering appropriate instruments and Opinions of Counsel, that the Trustee continues to hold a Lien, having the same relative priority as was the case immediately prior to such transactions, on all Collateral for the benefit of the Holders.

For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of all or substantially all of the properties and assets of one or more of the Subsidiaries, the Issuers’ interest in which constitutes all or substantially all of the Issuers’ properties and assets, shall be deemed to be the transfer of all or substantially all of the Issuers’ properties and assets.

ARTICLE VI
DEFAULTS AND REMEDIES

Section 6.1Events of Default

“Event of Default,” wherever used herein, means any of the following events:

(1)the Issuers failure to pay any installment of Interest (or Liquidated Damages, if any) on the Notes as and when the same becomes due and payable and the continuance of any such failure for 30 days;

(2)the Issuers’ failure to pay all or any part of the principal of or premium, if any, on the Notes when and as the same becomes due and payable at

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maturity, redemption, by acceleration or otherwise, including, without limitation, payment of the Change of Control Purchase Price or the Asset Sale Offer Price, on Notes validly tendered and not properly withdrawn pursuant to a Change of Control Offer or Asset Sale Offer, as applicable;

(3)the Issuers’ failure or the failure by any of the Guarantors or any of the Subsidiaries to observe or perform any other covenant or agreement contained in the Notes or this Indenture and, except for the provisions under Sections 4.9, 4.13, 4.14 and 5.1 hereof, the continuance of such failure for a period of 30 days after the earlier of written notice to the Issuers by the Trustee or written notice to the Issuers and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes outstanding;

(4)the cessation of substantially all gaming operations of the Issuers and the Subsidiaries, taken as a whole, for more than 90 days, except as a result of an Event of Loss;

(5)any revocation, suspension, expiration (without previous or concurrent renewal) or loss of any Gaming License of any of the Issuers or any Subsidiary for more than 90 days;

(6)a default occurs (after giving effect to any waivers, amendments, applicable grace periods or any extension of any maturity date) in the Issuers’ Indebtedness or the Indebtedness of any of the Subsidiaries with an aggregate amount outstanding in excess of $5,000,000 (a) resulting from the failure to pay principal of such Indebtedness at maturity, or (b) if as a result of such default, the maturity of such Indebtedness has been accelerated prior to its stated maturity;

(7)final, unsatisfied judgments not covered by insurance aggregating in excess of $5,000,000, at any one time rendered against the Issuers or any of the Subsidiaries and not stayed, bonded or discharged within 60 days after their entry,;

(8)any Guarantee of a Guarantor ceases to be in full force and effect or becomes unenforceable or invalid or is declared null and void (other than in accordance with the terms of the Guarantee and this Indenture) or any Guarantor denies or disaffirms its Obligations under its Guarantee or the Collateral Agreements;

(9)any failure to comply with any material agreement or material covenant in, or any breach of a material representation under, the Collateral Agreements and such failure or breach shall continue for a period of 30 days; or

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(10)any of the Collateral Agreements at any time for any reason ceases to be in full force and effect, or is declared null and void, or shall cease to be effective in all material respects to give the Trustee, as collateral agent, the Liens with the priority purported to be created thereby (subject to the Intercreditor Agreement) subject to no other Liens (in each case, other than as expressly permitted by this Indenture and the applicable Collateral Agreement or by reason of the termination of this Indenture or the applicable Collateral Agreement in accordance with its terms);

(11)a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries in an involuntary case under any applicable Bankruptcy Law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries or for all or substantially all of the property and assets of any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries or (C) the winding up or liquidation of the affairs of any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries and, in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days, or

(12)any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries (A) commences a voluntary case under any applicable Bankruptcy Law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries or for all or substantially all of the property and assets of any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries or (C) effects any general assignment for the benefit of creditors.

If a Default occurs and is continuing, the Trustee shall, within 90 days after the occurrence of such Default, give to the Holders notice of such Default.

If an Event of Default occurs and is continuing (other than an Event of Default specified in clause (11) or (12) above relating to any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries) then in every such case, unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by notice in writing to the Issuers (and to the Trustee if given by Holders) (an “Acceleration Notice”), may declare all principal thereof and all premium, if any, and accrued and unpaid Interest (and Liquidated Damages, if any) thereon to be due and payable immediately. If an Event of Default specified in clause (11) or (12) above, relating to the Issuers, any of the Guarantors or any of their Significant Subsidiaries

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occurs, all principal thereof and all premium, if any, and accrued and unpaid Interest (and Liquidated Damages, if any) thereon will be immediately due and payable on all outstanding Notes without any declaration or other act on the part of the Trustee or the Holders. The Holders of a majority in aggregate principal amount of Notes generally are authorized to rescind such acceleration if all existing Events of Default (other than the non-payment of the principal of and premium, if any, and Interest (and Liquidated Damages, if any) on the Notes which have become due solely by such acceleration) have been cured or waived.

Section 6.2Acceleration

(a)Subject to the terms of the Intercreditor Agreement, if an Event of Default (other than an Event of Default specified in clause (11) or (12) of Section 6.1 hereof that occurs with respect to any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries) occurs and is continuing under this Indenture, then in every such case, unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Issuers (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid Interest (and Liquidated Damages, if any) on the Notes to be due and payable immediately. Upon a declaration of acceleration, such principal of, premium, if any, and accrued and unpaid Interest (and Liquidated Damages, if any) shall be immediately due and payable. If an Event of Default specified in clause (11) or (12) of Section 6.1 hereof, relating to any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries occurs, all principal and accrued and unpaid Interest (and Liquidated Damages, if any) thereon will be immediately due and payable on all outstanding Notes without any declaration or other act on the part of the Trustee or the Holders.

(b)At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article VI, the Holders of not less than a majority in aggregate principal amount of then outstanding Notes, by written notice to the Issuers and the Trustee, may rescind, on behalf of all Holders, any such declaration of acceleration and its consequences if all existing Events of Default (other than the non-payment of the principal of, premium, if any, and Interest (and Liquidated Damages, if any) on the Notes which have become due solely by such declaration of acceleration) have been cured or waived as provided in Section 6.4 hereof.

(c)No such waiver shall cure or waive any subsequent Default or impair any right consequent thereon.

Section 6.3Other Remedies

If an Event of Default occurs and is continuing, subject to the terms of the Intercreditor Agreement, the Trustee, may pursue any available remedy to collect the

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payment of principal, premium, if any, and Interest (and Liquidated Damages, if any) on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.4Waiver of Defaults

Subject to Section 6.7 hereof, and prior to the declaration of acceleration of the maturity of the Notes, the Holders of a majority in aggregate principal amount of the outstanding Notes, by written notice to the Issuers and to the Trustee, may, on behalf of all Holders, waive any existing or past Default or Event of Default hereunder and its consequences under this Indenture, except (i) a Default in the payment of principal of or premium, if any, or Interest (or Liquidated Damages, if any) on any Note not yet cured as specified in clauses (1) and (2) of Section 6.1 hereof or (ii) a Default with respect to any covenant or provision hereof which, under Article IX, cannot be modified or amended without the consent of the Holder of each outstanding Note affected, which Default or Event of Default may be waived only with consent of the Holder of each outstanding Note affected.

Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right arising therefrom.

Section 6.5Control by Majority

Subject to all provisions of this Indenture and applicable law, the Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines in good faith may be unduly prejudicial to the rights of other Holders not joining in the giving of such direction or that may involve the Trustee in personal liability, and the Trustee may take any other action it deems proper that is not inconsistent with any such direction received from Holders. Subject to Section 7.1 hereof, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee security or indemnity satisfactory to it.

Section 6.6Limitation on Suits

A Holder may pursue a remedy with respect to this Indenture or the Notes only if:

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(a)such Holder gives to the Trustee written notice of a continuing Event of Default;

(b)the Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;

(c)such Holder or Holders offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any costs, liability or expense;

(d)the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and

(e)during such 60-day period the Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with the request.

A Holder may not use this Indenture to affect, disturb or prejudice the rights of another Holder or to obtain a preference or priority over another Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).

Section 6.7Rights of Holders of Notes to Receive Payment

Notwithstanding any other provision of this Indenture, except as permitted by Section 9.2 hereof, the right of any Holder to receive payment of the principal of, premium and Interest (and Liquidated Damages, if any) on a Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase) or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.8Collection Suit by Trustee

If an Event of Default specified in Section 6.1(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium and Interest (and Liquidated Damages, if any) remaining unpaid on the Notes and Interest on overdue principal, premium, if any, and, to the extent lawful, Interest (and Liquidated Damages, if any), and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.9Trustee May File Proofs of Claim

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee

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(including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Issuers (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and may be a member of the creditor’s committee.

Section 6.10Priorities

Subject to the terms of the Intercreditor Agreement, if the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order:

First: to the Trustee, its agents and attorneys for amounts due under Section 7.7 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection (including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel);

Second: to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and Interest (and Liquidated Damages, if any), ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium and Interest (and Liquidated Damages, if any), respectively;

Third: without duplication, to the Holders for any other Obligations owing to the Holders under the Notes or this Indenture; and

Fourth: to the Issuers or to such party as a court of competent jurisdiction shall direct.

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The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.

Section 6.11Undertaking for Costs

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes.

ARTICLE VII
TRUSTEE

Section 7.1Duties of Trustee

(a)If an Event of Default of which the Trustee has knowledge has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)Except during the continuance of an Event of Default of which the Trustee has knowledge:

(i)the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii)in the absence of bad faith on its part, the Trustee may conclusively rely, without investigation, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which are specifically required by any provision hereof to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but the Trustee need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c)The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

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(i)this paragraph (c) does not limit the effect of paragraph (b) of this Section 7.1;

(ii)the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts;

(iii)the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5 hereof; and

(iv)no provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

(d)Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to Sections 7.1 and 7.2 hereof.

(e)The Trustee is hereby authorized and directed to and shall enter into the Intercreditor Agreement.

(f)The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.2Rights of Trustee

(a)In connection with the Trustee’s rights and duties under this Indenture, the Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(b)Before the Trustee acts or refrains from acting under this Indenture, it shall require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c)The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder by or through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

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(d)The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e)Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers shall be sufficient if signed by an Officer of the Issuer.

(f)The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(g)Except with respect to Section 4.1 hereof, the Trustee shall have no duty to inquire as to the performance of the Issuers’ covenants in Article IV hereof. In addition, the Trustee shall not be deemed to have knowledge of any Default or Event of Default except (i) any Event of Default occurring pursuant to Sections 6.1(1) or 6.1(2) hereof or (ii) any Default or Event of Default of which the Trustee shall have received written notification in the manner set forth in this Indenture or a Responsible Officer of the Trustee shall have obtained actual knowledge. Delivery of reports, information and documents to the Trustee under Section 4.3 hereof is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).

(h)The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee may, in its discretion, make such further inquiry or investigation into such facts or matters as it may see fit.

(i)The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder and under each of the Collateral Agreements, and each agent, custodian and other Person employed to act hereunder and under each of the Collateral Agreements.

(j)In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(k)The Trustee may request that the Issuer deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate

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may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

Section 7.3Individual Rights of Trustee

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest (as defined in the TIA) it must eliminate such conflict within 90 days, apply to the Commission for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.4Trustee’s Disclaimer

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.5Notice of Defaults

If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders a notice in the manner and to the extent provided by TIA § 313(c) of the TIA of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or Interest (or Liquidated Damages, if any) on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders.

Section 7.6Reports by Trustee to Holders of the Notes

Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the 12 months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA § 313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA § 313(c).

A copy of each report at the time of its mailing to the Holders of Notes shall be mailed by the Trustee to the Issuers and filed by the Trustee with the

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Commission and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Issuers shall promptly notify the Trustee in writing when the Notes are listed on any stock exchange.

Section 7.7Compensation and Indemnity

The Issuers shall pay to the Trustee from time to time such compensation as the parties shall agree in writing from time to time for its acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Issuers and the Guarantors, jointly and severally, shall indemnify the Trustee against any and all losses, liabilities or expenses (including reasonable attorneys’ fees and expenses) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Issuers (including this Section 7.7) and defending itself against any claim (whether asserted by the Issuers or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except, in each case, to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct. The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld.

The obligations of the Issuers under this Section 7.7 shall survive the satisfaction and discharge of this Indenture.

To secure the Issuers’ payment obligations in this Section 7.7, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of and premium, if any, and Interest (and Liquidated Damages, if any) on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 6.1(11) or 6.1(12) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

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Section 7.8Replacement of Trustee

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.8.

The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing. The Issuers may remove the Trustee if:

(a)the Trustee fails to comply with Section 7.10 hereof;

(b)the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(c)a custodian or public officer takes charge of the Trustee or its property; or

(d)the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer, or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction (not at the expense of the Trustee) for the appointment of a successor Trustee.

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture and the Intercreditor Agreement. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.7 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Issuers’ obligations under Section 7.7 hereof shall continue for the benefit of the retiring Trustee.

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Section 7.9Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or national association, the successor corporation or national association without any further act shall be the successor Trustee.

Section 7.10Eligibility; Disqualification

There shall at all times be a Trustee hereunder that is a corporation, national association or trust company (or a member of a bank holding company) organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has (or the bank holding company of which it is a member has) a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b).

Section 7.11Preferential Collection of Claims Against Issuer

The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

ARTICLE VIII
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1Option to Effect Legal Defeasance or Covenant Defeasance

The Issuers may, at the option of each of the Issuer’s Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding Notes and Guarantees upon compliance with the conditions set forth below in this Article VIII.

Section 8.2Legal Defeasance

Upon the Issuers’ exercise under Section 8.1 hereof of the option applicable to this Section 8.2, the Issuers and the Guarantors, as applicable, shall, subject to the satisfaction of the applicable conditions set forth in Section 8.4 hereof, be deemed to have been discharged from the Issuers’ and the Guarantor’s obligations with respect to all outstanding Notes and Guarantees, as applicable, on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged all amounts owed under the outstanding Notes and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Guarantees, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.5

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hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below of this Section 8.2, and to have satisfied all the Issuers’ and the Guarantor’s other obligations under the Notes, the Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same, including instruments releasing the Collateral as security for the Notes and the Guarantees), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders to receive solely from the trust fund described in Section 8.4 hereof, and as more fully set forth in Section 8.4 hereof, payments in respect of the principal of and premium, if any, and Interest (and Liquidated Damages, if any) on the Notes when such payments are due, (b) the Issuers’ obligations with respect to the Notes under Article II and Sections 4.2, 4.6, 4.16, 4.18 and 4.22 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee under this Indenture and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) this Article VIII. Subject to compliance with this Article VIII, the Issuers may exercise their option under this Section 8.2 notwithstanding the prior exercise of their option under Section 8.3 hereof.

Section 8.3Covenant Defeasance

Upon the Issuers’ exercise under Section 8.1 hereof of the option applicable to this Section 8.3, subject to the satisfaction of the applicable conditions set forth in Section 8.4 hereof, the Issuers and the Guarantors shall be released from their respective obligations under Sections 4.3, 4.4, 4.5, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.17, 4.19, 4.20, 4.21, 4.22 and 4.23 and Article V hereof on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes and the Guarantees shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Guarantees, the Issuers and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.1 hereof, but, except as specified above, the remainder of this Indenture and the Notes and Guarantees shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.1 hereof of the option applicable to this Section 8.3, subject to the satisfaction of the applicable conditions set forth in Section 8.4 hereof, (x) none of Sections 6.1(3) through 6.1(10) hereof shall constitute an Event of Default to the extent any such events occur thereafter and (y) neither Section 6.1(11) nor Section 6.1(l2) hereof shall constitute an Event of Default to the extent any such events occur after the 91st day following the occurrence of the Issuers’ exercise of Covenant Defeasance; provided, however, that for all other purposes as set forth herein, such Covenant Defeasance provisions shall be effective.

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Section 8.4Conditions to Legal or Covenant Defeasance

The following shall be the conditions to the application of either Section 8.2 or 8.3 hereof to the outstanding Notes:

(a)in the case of an election under Section 8.2 or 8.3 hereof, the Issuers must irrevocably deposit or cause to be irrevocably deposited with the Trustee, in trust, for the benefit of Holders of the Notes, United States legal tender, U.S. Government Obligations or a combination thereof, in an aggregate amount that will be sufficient, in the written opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premium, if any, and Interest (and Liquidated Damages, if any), on the Notes on the stated date for payment or any redemption date thereof (and the Issuers must specify whether the Notes are being defeased to Stated Maturity or a particular Redemption Date), and the Trustee must have, for the benefit of Holders of the Notes, a valid, perfected, exclusive security interest in the trust;

(b)in the case of an election under Section 8.2 hereof, the Issuers must deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee confirming that:

(1)the Issuers have received from, or there has been published by the Internal Revenue Service, a ruling, or

(2)since the date of this Indenture, there has been a change in the applicable United States federal income tax law,

in either case to the effect that Holders of Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such Legal Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(c)in the case of an election under Section 8.3 hereof, the Issuers must deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee confirming that Holders of Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such Covenant Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d)in the case of an election under Section 8.2 or 8.3 hereof, no Default or Event of Default shall have occurred and be continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

(e)in the case of an election under Section 8.2 hereof, no Event of Default relating to bankruptcy or insolvency may occur at any time from the date of the

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deposit to the 91^st calendar day thereafter (it being understood that the condition shall not be deemed satisfied until the expiration of such period);

(f)in the case of an election under Section 8.2 or 8.3 hereof, the Legal Defeasance or Covenant Defeasance, as applicable, shall not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Issuers or any of the Subsidiaries are a party or by which the Issuers or any of the Subsidiaries are bound;

(g)in the case of an election under Section 8.2 or 8.3 hereof, the Issuers must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent to hinder, delay or defraud any other of the Issuers or creditors; and

(h)in the case of an election under Section 8.2 or 8.3 hereof, the Issuers must deliver to the Trustee an Officers’ Certificate confirming the satisfaction of conditions in clauses (a) through (g) above, and an Opinion of Counsel confirming the satisfaction of the applicable conditions in clauses (a) (with respect to the validity and perfection of the security interest), (d), (e) and (f) above.

Legal Defeasance and Covenant Defeasance, as the case may be, shall be effective on the date on which all of the applicable conditions set forth in this Section 8.4 have been satisfied.

Section 8.5Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions

Subject to Section 8.6 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.4 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of the outstanding Notes and this Indenture, to the payment, either directly or through any Paying Agent (including one of the Issuers or one of the Subsidiaries acting as Paying Agent) as the Trustee may determine, to the Holders of the outstanding Notes of all sums due and to become due thereon in respect of principal, premium, if any, and Interest (and Liquidated Damages, if any), but such money need not be segregated from other funds except to the extent required by law; provided, however, that any trust account established pursuant to this Article VIII shall not constitute Collateral.

The Issuers and the Guarantors, jointly and severally, shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 8.4 hereof or the principal and interest received in respect thereof, other than any such tax, fee or other charge which by law is for the account of the Holders.

Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any

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money or U.S. Government Obligations held by it as provided in Section 8.4 hereof which, in the opinion of a firm of independent public accountants nationally recognized in the United States expressed in a written certification thereof delivered to the Trustee (not at the Trustee’s expense) (which may be the opinion delivered under Section 8.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.6Repayment to Issuers

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of or premium, if any, or Interest (or Liquidated Damages, if any) on any Note and remaining unclaimed for two years after such principal, premium, Interest or Liquidated Damages has become due and payable shall be paid to the Issuers on their written request or (if then held by the Issuers) shall be discharged from such trust; and the Holder of such Note shall thereafter, as a creditor, look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease; provided, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuers cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Issuers.

Section 8.7Reinstatement

If the Trustee or Paying Agent is unable to apply any United States legal tender or U.S. Government Obligations in accordance with Section 8.2 or 8.3 hereof, as the case may be, by reason of any order directing the repayment of the deposited money to the Issuers or otherwise making the deposit unavailable to make payments under the Notes when due, or if any court enters an order avoiding the deposit of money with the Trustee or Paying Agent or otherwise requires the payment of the money so deposited to the Issuers or to a fund for the benefit of the Issuers’ creditors, then (so long as the insufficiency exists or the order remains in effect) the Issuers’ and the Guarantors’ obligations under this Indenture, the Notes, the Guarantees and the Collateral Agreements shall be revived and reinstated, as though no deposit had occurred pursuant to Section 8.3 or 8.4 hereof, until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.3 or 8.4 hereof, as the case may be; provided, however, that, if the Issuers makes any payment of principal of or premium, if any, or Interest (or Liquidated Damages, if any) on any Note following the reinstatement of the Issuers’ obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

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Section 8.8Satisfaction and Discharge

The Issuers may terminate their obligations and the obligations of the Guarantors under this Indenture, the Notes and the Guarantees (except as described below) when:

(a)all the Notes previously authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced and Notes for whose payment money has theretofore been deposited with the Trustee or the paying agent in trust or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or a Guarantor) have been delivered to the Trustee for cancellation, or

(b)          (1)all Notes have been called for redemption pursuant to Section 3.7 hereof by mailing to Holders a notice of redemption or all Notes otherwise have become due and payable,

(2)the Issuers have irrevocably deposited or caused to be irrevocably deposited with the Trustee, in trust, for the benefit of Holders of the Notes, United States legal tender, U.S. Government Obligations or a combination thereof in an aggregate amount that will be sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of and premium, if any, and Interest (and Liquidated Damages, if any) on the Notes to the Redemption Date together with irrevocable instructions from the Issuers directing the Trustee to apply such funds to the payment thereof at such redemption,

(3)each of the Issuers and the Guarantors has paid all other sums payable by it under this Indenture, the Notes and the Guarantees,

(4)no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit),

(5)such deposit shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Issuers or any of the Subsidiaries are a party or by which the Issuers or any of the Subsidiaries are bound, and

(6)the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel confirming the satisfaction of all conditions set forth in clauses (1) through (5) above.

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ARTICLE IX
AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.1With Consent of Holders of a Majority

Except as expressly stated otherwise in Section 9.2 or 9.3 hereof, and subject to Sections 6.4 and 6.7 hereof, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), (a) this Indenture, the Notes, the Guarantees, the Intercreditor Agreement (subject to any required approval of the lenders under the Credit Agreement party thereto) and the Collateral Agreements may be amended, supplemented or otherwise modified, and (b) any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of or premium, if any, or Interest (or Liquidated Damages, if any) on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes, the Guarantees, the Intercreditor Agreement (subject to any required approval of the lenders under the Credit Agreement party thereto) and the Collateral Agreements may be waived.

It is understood that, except as expressly stated otherwise in Section 9.2 or 9.3 hereof, Sections 4.13 and 4.14 hereof may be amended, waived or modified in accordance with this Section 9.1.

Section 9.2With Consent of All Affected Holders of Notes or Super Majority

(a)Without the consent of the Holder of each outstanding Note affected, an amendment, supplement, modification or waiver may not (with respect to Notes held by a non-consenting Holder):

(1)reduce the principal amount of Notes the Holders of which must consent to an amendment, supplement, modification or waiver,

(2)change the Stated Maturity on any Note,

(3)reduce the principal of or any premium (including redemption premium but not including any redemption premium payable pursuant to Section 4.13 or 4.14 hereof) on any Note,

(4)reduce the rate of or change the time for payment of Interest (or Liquidated Damages, if any) on any Note,

(5)waive a Default or Event of Default in the payment of principal of or premium, if any, or Interest (or Liquidated Damages, if any) on any Note (except a rescission of acceleration of the Notes by the Holders of a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration),

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(6)waive any redemption payment with respect to any Note (other than provisions relating to or payments required by Section 4.13 or 4.14 hereof),

(7)after the corresponding Asset Sale or Change of Control has occurred, reduce the Change of Control Purchase Price or the Asset Sale Offer Price or alter any other provisions with respect to the redemption of the Notes required by Section 4.13 or 4.14 hereof, respectively,

(8)change the coin or currency in which, the principal of or premium, if any, or Interest (or Liquidated Damages, if any) on any Note is payable,

(9)impair the right to institute suit for the enforcement of payment of the principal of or premium, if any, or Interest (or Liquidated Damages, if any) on any Note on or after the Stated Maturity (or on or after the Redemption Date),

(10)make any change in the provisions of this Indenture relating to waivers of past Defaults with respect to, or the rights of Holders to receive, scheduled payments of principal of or premium, if any, or Interest (or Liquidated Damages, if any) on the Notes,

(11)modify or change any provision of this Indenture affecting the ranking of the Notes or any Guarantee in a manner adverse to the Holders of the Notes,

(12)release any Guarantor from any of its obligations under its Guarantee or this Indenture other than in compliance with this Indenture, or

(13)make any changes in the foregoing amendment, supplement and waiver provisions.

Notwithstanding Section 9.1, 9.2(a) or 9.3 hereof, and subject to the Intercreditor Agreement, no portion of the Collateral may be released from the Lien of the Collateral Agreements (except in accordance with the provisions of this Indenture and the Collateral Agreements), and none of the Collateral Agreements or the provisions of this Indenture relating to the Collateral may be amended or supplemented, and the rights of any Holders may not be waived or modified, without, in each case, the consent of the Holders of at least 66 ²/₃% in aggregate principal amount of the then outstanding Notes.

Section 9.3Without Consent of Holders of Notes

Notwithstanding Section 9.1 or 9.2 hereof, without the consent of the Holders, the Issuer, the Guarantors and the Trustee may amend, modify or supplement this Indenture, the Notes, the Guarantees, the Intercreditor Agreement and the Collateral Agreements:

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(1)to cure any ambiguity, defect or inconsistency,

(2)to provide for uncertificated Notes in addition to or in place of certificated Notes,

(3)to provide for the assumption of any of the Issuers’ or the Guarantors’ obligations to Holders in the case of a merger or consolidation or a sale of all or substantially all of the Issuers’ assets in accordance with this Indenture,

(4)to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to evidence the addition of any new Guarantor,

(5)to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act,

(6)to comply with applicable Gaming Laws,

(7)to comply with the provisions of DTC or the Trustee with respect to the provisions of this Indenture and the Notes relating to transfers and exchanges of Notes or beneficial interests therein,

(8)to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights of any Holder of Notes under this Indenture, the Notes, the Guarantees, the Intercreditor Agreement, the Collateral Agreements or the Registration Rights Agreement, or

(9)to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date thereof, including Section 4.7 hereof.

Section 9.4Consent Payment; Supplemental Indentures

In connection with any amendment, supplement, modification or waiver under this Article IX, the Issuers may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder’s consent to such amendment, supplement, modification or waiver.

It shall not be necessary for the consent of the Holders under Section 9.1 or 9.2 hereof to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

The Issuers may not sign an amendment or supplemental indenture until its respective Boards of Directors approve it.

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After an amendment, supplement, modification or waiver under Section 9.1 or 9.2 hereof becomes effective, the Issuers shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver.

Section 9.5Revocation and Effect of Consents

Until an amendment, supplement or waiver becomes effective (as determined by the Issuers and which may be prior to any such amendment, supplement or waiver becoming operative), a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Note or a portion of a Note that evidences the same Indebtedness as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective (as determined by the Issuers and which may be prior to any such amendment, supplement or waiver becoming operative).

The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver, which record date shall be the date so fixed by the Issuers notwithstanding the provisions of the TIA. If a record date is fixed, then notwithstanding the last sentence of the immediately preceding paragraph, those Persons who were Holders at such record date, and only those Persons (or their duly designated proxies), shall be entitled to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date.

After an amendment, supplement or waiver becomes effective, it shall bind every Holder unless it makes a change described in any of paragraphs (1) through (13) of Section 9.2 hereof, in which case, the amendment, supplement or waiver shall bind only each Holder who has consented to it and every subsequent Holder of a Note or a portion of a Note that evidences the same Indebtedness as the consenting Holder’s Note; provided, that any such waiver shall not impair or affect the right of any Holder to receive payment of principal of and premium, if any, and Interest (and Liquidated Damages, if any) on a Note, on or after the respective dates set for such amounts to become due and payable expressed in such Note, or to bring suit for the enforcement of any such payment on or after such respective dates.

Section 9.6Notation on or Exchange of Notes

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuers in exchange for all Notes may issue and the Trustee shall authenticate new Notes that reflect the amendment, supplement or waiver.

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Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.7Trustee to Sign Amendments, etc.

Upon the request of the Issuers accompanied by a resolution of their respective Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in this Section 9.7, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. In executing any amendment or supplemental indenture, the Trustee shall receive indemnity satisfactory to it and shall receive and (subject to Section 7.1 hereof) be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amendment or supplemental indenture is authorized and permitted by this Indenture.

Section 9.8Compliance with Trust Indenture Act

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental Indenture that complies with the TIA as then in effect.

ARTICLE X
COLLATERAL AND SECURITY

Section 10.1Collateral Agreements; Security Interests.

(a)The due and punctual payment of the principal of and premium, if any, and Interest (and Liquidated Damages, if any) on the Notes (including Interest on the overdue principal of and premium, if any, on the Notes and Interest (to the extent permitted by law) on overdue Interest, if any (and Liquidated Damages, if any), on the Notes) when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and performance of all other Obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Collateral Agreements and the Registration Rights Agreement, shall be secured as provided in the Collateral Agreements.

(b)After the Issue Date, the Issuers and the Guarantors shall, and shall cause each of the Subsidiaries to, use commercially reasonable efforts to grant a perfected security interest in all of the Issuers’ and the Subsidiaries’ assets, including assets acquired after the Issue Date in accordance with the Collateral Agreements, but in any event excluding the Excluded Assets.

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(c)The Issuers and the Guarantors shall, and shall cause each of the Subsidiaries to, do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the provisions of the Collateral Agreements, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and by the Collateral Agreements, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed, including (1) using all commercially reasonable efforts to obtain customary consents and waivers from landlords of premises where any of the Collateral is located, and (2) taking all commercially reasonable efforts to grant a perfected Lien on all real property owned by the Issuers and the Subsidiaries and to provide customary title insurance for the benefit of the Trustee with respect thereto, including, without limitation, commercially reasonable efforts to cause the removal of record of all existing monetary encumbrances (other than as provided in the Collateral Agreements) such that the Collateral Agreements shall constitute a first priority Lien on all such real property, subject to Liens permitted by the Collateral Agreements. The Issuers and the Guarantors shall, and shall cause each of the Subsidiaries to, take any and all actions required to cause the Collateral Agreements to create and maintain, as security for the Obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Collateral Agreements and the Registration Rights Agreement, valid and enforceable, perfected (except as expressly provided herein or therein) Liens in and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all third Persons (other than holders of Purchase Money Indebtedness that was incurred in accordance with the provisions of Section 4.7 hereof), and subject to no other Liens, other than as provided herein and therein; provided, that the Trustee’s Lien securing the Collateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.7 hereof, but only to the extent provided in the Intercreditor Agreement.

(d)Each of the Issuers and each of the Guarantors represents and warrants and covenants that it (and each of the Subsidiaries) has executed and delivered, filed and recorded and/or shall execute and deliver, file and record, all instruments and documents, and has done or shall do or cause to be done all such acts and other things as are necessary to subject the Collateral to the Lien of Trustee under the Collateral Agreements. The Issuers and the Guarantors shall, and shall cause each of the Subsidiaries to, execute and deliver, file and record all instruments and do all acts and other things as may be reasonably necessary to perfect, maintain and protect the security interests created by the Collateral Agreements and pay all filing, recording, mortgage or other taxes or fees incidental thereto.

(e)The security interests in the Collateral created by the Collateral Agreements as now or hereafter in effect shall be held by the Trustee for the equal and ratable benefit and security of the Notes without preference, priority or distinction of any thereof over any other by reason, or difference in time, of issuance, sale or otherwise, and for the enforcement of the payment of principal of and premium, if any, and Interest (and Liquidated Damages, if any) on the Notes in accordance with their terms.

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(f)Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Collateral Agreements and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Trustee to enter into the Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers initially appoint the Trustee as the “Secured Party” and/or Trustee under the Collateral Agreements. Any successor Trustee will act as the “Secured Party” and/or Trustee under the Collateral Agreements or appoint another Person to act in such capacity.

Section 10.2Further Assurances and Security.

Each of the Issuers and each of the Guarantors represents and warrants that at the time the Collateral Agreements and this Indenture are executed, such Issuer or Guarantor (and each of the Subsidiaries) (a) shall have full right, power and lawful authority to grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm, absolutely, the Collateral, in the manner and form done, or intended to be done, in the Collateral Agreements, free and clear of all Liens, except for Permitted Liens, and will forever warrant and defend the title to the same against the claims of all Persons whatsoever, subject to the terms of the Intercreditor Agreement; (b) shall execute, acknowledge and deliver to the Trustee, at the Issuers’ expense, at any time and from time to time such further assignments, transfer, assurances or other instruments as may be necessary or as may be reasonably required by the Trustee to effectuate the terms of this Indenture or the Collateral Agreements; and (c) shall at any time and from time to time do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Trustee, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and by the Collateral Agreements, subject to the terms of the Intercreditor Agreement.

Section 10.3Opinions.

(a)The Issuers shall furnish to the Trustee promptly after the recording or filing, or re-recording or re-filing of the Collateral Agreements and other security filings, an Opinion of Counsel (who may be counsel for the Issuers) stating that in the opinion of such counsel the Collateral Agreements and other security filings have been properly recorded, filed, re-recorded or re-filed so as to make effective and perfect the security interest intended to be created thereby and reciting the details of such action.

(b)The Issuers shall furnish to the Trustee within three months after each anniversary of the Issue Date, an Opinion of Counsel, dated as of such date, stating either that (i) in the opinion of such counsel, all action has been taken with respect to the recording, registering, filing, re-recording, re-registering and refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Liens of the Collateral Agreements, subject to the terms of the Intercreditor Agreement, and reciting the details of such action or (ii) in the opinion of such counsel, no such action is necessary to maintain such Liens.

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(c)All Opinions of Counsel required by this Section 10.3 may contain qualifications, assumptions, exceptions and limitations as are appropriate for similar opinions relating to the nature of the Collateral and as are reasonably acceptable to the Trustee.

Section 10.4Release of Collateral.

(a)Upon the full and final payment and performance of all the Issuers’ and the Guarantors’ Obligations under this Indenture, the Notes, the Guarantees and the Collateral Agreements shall terminate, and the Liens granted thereunder on the Collateral shall be released.

(b)In addition, the Trustee shall release from the Lien created by this Indenture and the Collateral Agreements at the sole cost and expense of the Issuers:

(1)Collateral that is sold, transferred, disbursed or otherwise disposed of in accordance with the provisions of this Indenture, the Collateral Agreements and the Intercreditor Agreement; provided that the Trustee shall not release such liens in the event that the transaction is subject to Section 5.1 hereof and provided further that all products and proceeds of the Collateral so sold, transferred, disbursed or otherwise disposed of shall continue to constitute Collateral;

(2)Collateral that is released with the consent of the Holders of 66 ²/₃% of the aggregate principal amount of the outstanding Notes as provided under Article IX hereof;

(3)all Collateral upon defeasance of this Indenture in accordance with Section 8.2 or 8.3 hereof or discharge of this Indenture in accordance with Section 8.8 hereof; provided that the funds deposited with the Trustee, in trust, for the benefit of the Holders as required by such provisions shall not be released; and

(4)Collateral of a Guarantor whose Guarantee is released in accordance with this Indenture and the Collateral Agreements;

provided, in each case, that the Trustee has received all documentation required by the TIA in connection therewith. Upon compliance with the above provisions, the Trustee shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements.

(b)The release of any Collateral from the terms of the Collateral Agreements shall not be deemed to impair the security under this Indenture in contravention of the provisions hereof and of the Collateral Agreements if and to the extent the Collateral is released pursuant to the terms of this Indenture and the Collateral Agreements.

(c)For purposes of Section 10.4(a) hereof, any certificate or opinion required by TIA § 314(d) may be made by an Officer of the Issuer, except in cases where

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TIA § 314(d) requires that such certificate or opinion be made by an independent person, which person shall be an independent engineer, appraiser or other expert selected or approved by the Trustee in the exercise of reasonable care. A person is “independent” if such person (i) is in fact independent, (ii) does not have any direct financial interest or any material indirect financial interest in the Issuers or in any Affiliate of the Issuers and (iii) is not an officer, employee, promoter, underwriter, trustee, partner or director or person performing similar functions to any of the foregoing for the Issuer. The Trustee shall be entitled to receive and conclusively rely upon a certificate provided by any such person confirming that such person is independent within the foregoing definition.

(d)Notwithstanding anything contained in this Indenture to the contrary, (i) the proviso of Section 10.4(a) of this Indenture shall not be applicable to any release or withdrawal of inventory, receivables and cash from the Issuers’ deposit accounts in the ordinary course of the Issuers’ business pursuant to the terms of the Collateral Agreements and (ii) the fair value of inventory, receivables and cash from the Issuers’ deposit accounts released pursuant to this Section 10.4 need not be considered in determining whether the aggregate fair value of inventory, receivables and cash from the Issuers’ deposit accounts released in any calendar year exceeds the 10% threshold specified in TIA § 314(d)(1).

Section 10.5Certificates of the Issuer.

The Issuers shall furnish to the Trustee, prior to each proposed release of Collateral, all documents required by TIA § 314(d). The Trustee may, to the extent permitted by Sections 7.1 and 7.2 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such instruments. Any certificate or opinion required by TIA § 314(d) may be made by an Officer of each of the Issuers, except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert within the meaning of TIA § 314(d).

Section 10.6Authorization of Actions to be Taken by the Trustee Under the Collateral Agreements

Subject to the terms of the Intercreditor Agreement, the Trustee may, in its sole discretion and without the consent of the Holders, on behalf of the Holders, take all actions it deems reasonably necessary or appropriate in order to (a) enforce any of the terms of the Collateral Agreements and (b) collect and receive any and all amounts payable in respect of the Obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees, the Collateral Agreements and the Registration Rights Agreement. Subject to the terms of the Intercreditor Agreement, and to the extent permitted by this Indenture or the Collateral Agreements, the Trustee shall have the power to institute and to maintain such suits and proceedings as it may reasonably deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Collateral Agreements or this Indenture, and such suits and proceedings as the Trustee may reasonably deem expedient to preserve or protect its interest and the interests of the Holders in the Collateral (including power to institute and

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maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders or the Trustee).

Section 10.7Authorization of Receipt of Funds by the Trustee Under the Collateral Agreements.

The Trustee is authorized to receive any funds for the benefit of the Holders distributed under the Collateral Agreements, and to make further distributions of such funds to the Holders according to the provisions of this Indenture and the Collateral Agreements, subject to the terms of the Intercreditor Agreement.

ARTICLE XI
GUARANTEES

Section 11.1Guarantees

By its execution hereof, each of the Guarantors acknowledges and agrees that it receives substantial benefits from the Issuers and that such Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits and services. Accordingly, subject to the provisions of this Article XI, each Guarantor, including present and future Subsidiaries (other than any Excluded Foreign Subsidiaries, except to the extent required by Section 4.15 hereof) hereby jointly and severally, irrevocably and unconditionally guarantees on a senior secured basis to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns 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, this 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 hereof and 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, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.6 hereof (such Obligations guaranteed by the Guarantors, collectively, the “Guarantee Obligations”).

Subject to the provisions of this Article XI, each Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity

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or enforceability of the Notes, this Indenture, the Collateral Agreements or the Registration Rights Agreement or the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any thereof, any releases of the Collateral, the entry of any judgment against any of the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives and relinquishes with respect to its Guarantee Obligations: (a) any right to require the Trustee, the Holders or the Issuers (each, a “Benefited Party”) to proceed against the Issuers, the Subsidiaries or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in the Trustee’s power before proceeding against the Guarantors; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture); (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantors for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantors hereby covenant that, except as otherwise provided in the Guarantees, the Guarantees shall not be discharged except by payment in full of all Guarantee Obligations, including the principal of and premium, if any, and Interest (and Liquidated Damages, if any) on the Notes and all other costs provided for under this Indenture or as provided in Article VIII.

If any Holder or the Trustee is required by any court or otherwise to return to either the Issuers or the Guarantors, or any trustee or similar official acting in relation to either the Issuers or the Guarantors, any amount paid by the Issuers or the Guarantors to the Trustee or such Holder, the Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each of the Guarantors agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such Guarantee Obligations. Each Guarantor agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations may be accelerated as provided in Article VI hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of the Obligations as provided in Article VI hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Guarantee.

Section 11.2Execution and Delivery of Guarantees

To evidence the Guarantees set forth in Section 11.1 hereof, each of the Guarantors agrees that (a) a notation of the Guarantees substantially in the form included

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in Exhibit A hereto shall be endorsed on each Note authenticated and delivered by the Trustee and (b) a supplemental indenture substantially in the form of Exhibit E hereto shall be executed on behalf of each of the Guarantors by an Officer thereof in accordance with Section 11.4 hereof.

Each of the Guarantors agrees that the Guarantees set forth in this Article XI shall remain in full force and effect and shall apply to all of the Notes notwithstanding any failure to endorse on each Note a notation of the Guarantees.

If an Officer whose signature is on a Note or a notation of Guarantee no longer holds that office at the time the Trustee authenticates the Note on which the Guarantees are endorsed, the Guarantees shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof, shall constitute due delivery of the Guarantees set forth in this Indenture on behalf of the Guarantors.

Section 11.3Guarantors May Consolidate, etc., on Certain Terms

(a)Nothing contained in this Section 11.3 shall prevent any consolidation or merger of any Guarantor with or into any other Guarantor or with or into any Issuer; provided, however, that such consolidation or merger shall otherwise comply with this Indenture. Upon any such consolidation or merger, the Guarantee of the Guarantor that does not survive the consolidation or merger shall no longer be of any force or effect.

(b)Except for a transaction in which a Guarantor is sold and its Guarantee is released in compliance with the provisions of Section 11.5 hereof or any consolidation or merger of any Guarantor with or into any other Guarantor or with or into any Issuer, no Guarantor shall consolidate or merge with or into (whether or not such Guarantor is the surviving Person) another Person unless, subject to the provisions of the following paragraph and the other provisions of this Indenture and the Collateral Agreements:

(1)the Person formed by, resulting from or surviving any such consolidation or merger (if other than such Guarantor):

(A)expressly assumes all the obligations of such Guarantor pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, pursuant to which such Person shall unconditionally guarantee, on a senior secured basis, all of such Guarantor’s Obligations under such Guarantor’s Guarantee, this Indenture and the Registration Rights Agreement on the terms set forth in this Indenture and grants a security interest in and/or pledges the collateral owned by such Person to secure such Obligations on the terms set forth in the Collateral Agreements, and

(B)delivers to the Trustee an Opinion of Counsel that such supplemental indenture and Guarantee and the Collateral Agreements have

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been duly authorized, executed and delivered and that each of the supplemental indenture, the Guarantee, this Indenture, the Registration Rights Agreement and the Collateral Agreements constitutes a legal, valid, binding and enforceable obligation of such Person, in each case subject to customary qualifications; and

(2)immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default shall have occurred or be continuing.

(c)In case of any such consolidation or merger and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Guarantees endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by such Guarantor, such successor corporation shall succeed to and be substituted for such Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof.

(d)The Trustee, subject to the provisions of Section 12.4 hereof, shall receive an Officers’ Certificate as conclusive evidence that any such consolidation or merger, and any such assumption of Guarantee Obligations, comply with the provisions of this Section 11.3. Such Officers’ Certificate shall comply with the provisions of Section 12.5 hereof.

Section 11.4Guarantee by Future Subsidiaries

The Issuers shall cause each of the existing and future Subsidiaries to:

(i)execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto and a guarantee substantially in the form included in Exhibit A hereto, pursuant to which such Subsidiary shall unconditionally guarantee on a senior secured basis, all of the Issuers’ Obligations under the Notes and this Indenture on the terms set forth in this Indenture,

(ii)execute a security agreement and other Collateral Agreements necessary or reasonably requested by the Trustee to grant, and grant, the Trustee a valid, enforceable, perfected Lien on the Collateral described therein,

(iii)execute a signature page to the Registration Rights Agreement, and

(iv)deliver to the Trustee an Opinion of Counsel that such supplemental indenture, guarantee, Collateral Agreements and the Registration Rights Agreement have been duly authorized, executed and delivered by such Subsidiary and

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that each of such supplemental Indenture, such Guarantee, this Indenture, the Registration Rights Agreement and such Collateral Agreements constitutes a legal, valid, binding and enforceable obligation of such Subsidiary, in each case subject to customary qualifications including exceptions for bankruptcy, fraudulent transfer and equitable principles.

Thereafter, such Subsidiary shall be a Guarantor for all purposes of this Indenture.

Section 11.5Release of Guarantors

Notwithstanding Section 11.3(b) hereof, upon:

(a)the sale or disposition (including by merger or sale or transfer of all of the Equity Interests) of a Guarantor (as an entirety) to a Person which is not and is not required to become a Guarantor,

(b)the designation of a Subsidiary that is a Guarantor as an Unrestricted Subsidiary, or

(c)the liquidation or dissolution of a Guarantor, which transaction is otherwise in compliance with this Indenture (including, without limitation, Section 4.13 hereof),

such Guarantor shall be deemed released from its Obligations under its Guarantee, the Registration Rights Agreement and the Collateral Agreements; provided, however, that any such termination shall occur only to the extent that (i) all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any of the Indebtedness of the Issuers or any Indebtedness of any other Subsidiaries shall also terminate upon such release, sale or transfer, and (ii) none of the Equity Interests of such Guarantor are pledged for the benefit of any holder of any of the Issuers’ Indebtedness or any Indebtedness of any of the Subsidiaries.

The Trustee, subject to the provisions of Section 12.4 hereof, shall receive an Officers’ Certificate as conclusive evidence that such sale or other disposition or that such designation was made by the Issuers in accordance with the provisions of this Indenture. Except as provided in Section 11.3(a) hereof, any Guarantor not released from its obligations under its Guarantee shall remain liable for the full amount of principal of and premium, if any, and Interest (and Liquidated Damages, if any) on the Notes and for the other Guarantee Obligations as provided in this Article XI.

Notwithstanding the foregoing provisions of this Article XI, (i) any Guarantor whose Guarantee would otherwise be released pursuant to the provisions of this Section 11.5 may elect, at its sole discretion, by written notice to the Trustee, to maintain such Guarantee in effect notwithstanding the event or events that otherwise would cause the release of such Guarantee (which election to maintain such Guarantee in effect may be conditional or for a limited period of time), and (ii) any Subsidiary which is

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not a Guarantor may elect, at its sole discretion, by written notice to the Trustee, to become a Guarantor (which election may be conditional or for a limited period of time).

Section 11.6Limitation of Guarantor’s Liability; Certain Bankruptcy Events

(a)Each Guarantor, and by its acceptance of Notes each Holder, hereby confirms that it is the intention of all such parties that the Guarantee Obligation of such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Guarantee Obligations of such Guarantor under this Article XI shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the Guarantee Obligations of such other Guarantor under this Article XI, result in the Guarantee Obligations of such Guarantor under the Guarantee of such Guarantor not constituting a fraudulent transfer or conveyance.

(b)Each Guarantor hereby covenants and agrees, to the fullest extent that it may do so under applicable law, that in the event of the insolvency, bankruptcy, dissolution, liquidation or reorganization of any of the Issuers, such Guarantor shall not file (or join in any filing of), or otherwise seek to participate in the filing of, any motion or request seeking to stay or to prohibit (even temporarily) execution on the Guarantee and hereby waives and agrees not to take the benefit of any such stay of execution, whether under Section 362 or 105 of the Bankruptcy Law or otherwise.

Section 11.7Application of Certain Terms and Provisions to the Guarantors

(a)For purposes of any provision of this Indenture which provides for the delivery by any Guarantor of an Officers’ Certificate and/or an Opinion of Counsel, the definitions of such terms in Section 1.1 hereof shall apply to such Guarantor as if references therein to the Issuers were references to such Guarantor.

(b)Any request, direction, order or demand which by any provision of this Indenture is to be made by any Guarantor, shall be sufficient if evidenced as described in Section 12.2 hereof as if references therein to the Issuers were references to such Guarantor.

(c)Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders to or on any Guarantor may be given or served as described in Section 12.2 hereof as if references therein to the Issuers were references to such Guarantor.

(d)Upon any demand, request or application by any Guarantor to the Trustee to take any action under this Indenture, such Guarantor shall furnish to the

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Trustee such certificates and opinions as are required in Section 12.4 hereof as if all references therein to the Issuers were references to such Guarantor.

ARTICLE XII
MISCELLANEOUS

Section 12.1Trust Indenture Act Controls

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by the TIA § 318(c), the imposed duties shall control.

Section 12.2Notices

Any notice or communication by the Issuers or the Trustee to the other is duly given if in writing and (a) delivered in Person, (b) mailed by first class mail (registered or certified, return receipt requested), (c) transmitted by facsimile or telecopy mechanism (providing confirmation of transmission) or (d) sent by overnight courier guaranteeing next day delivery (and providing proof of delivery), to the others’ address:

If to any of the Issuers
or the Guarantors:

CasaBlanca Resorts
950 West Mesquite Boulevard

Mesquite, Nevada 89027

Attention: Chief Executive Officer
Facsimile No.: (702) 346-6862

with copies (which
shall not constitute
notice) to:

Kummer Kaempfer Bonner & Renshaw

3800 Howard Hughes Parkway

7^th Floor

Las Vegas, Nevada 89109

Attn: Michael Bonner, Esq.

Facsimile No.: (702) 796-7181

If to the Trustee:

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

700 South Flower Street, Suite 500

Los Angeles, California 90017

Attention: Corporate Trust Administration

Facsimile No.: (213) 630-6298

The Issuers or the Trustee, by notice to the other, may designate additional or different addresses for subsequent notices or communications.

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All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: (i) at the time delivered, if personally delivered; (ii) five Business Days after being deposited in the mail, postage prepaid; (iii) when transmission is confirmed, if sent by facsimile or telecopy mechanism; and (iv) the next Business Day after timely delivery to the courier, if sent by overnight courier guaranteeing next day delivery.

Any notice or communication to a Holder shall be (a) mailed by first class mail, certified or registered, return receipt requested, or (b) sent by overnight courier guaranteeing next day delivery (and providing proof of delivery) to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed or sent to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to give a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is given in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Issuers give a notice or communication to Holders, they shall give a copy to the Trustee and each Agent at the same time.

Section 12.3Communication by Holders of Notes with Other Holders of Notes

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuers, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

Section 12.4Certificate and Opinion as to Conditions Precedent

Upon any request or application by the Issuers to the Trustee to take any action under this Indenture, the Issuers shall furnish to the Trustee:

(a)an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.5 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(b)an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

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Section 12.5Statements Required in Certificate or Opinion

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall include:

(a)a statement that the Person making such certificate or opinion has read such covenant or condition;

(b)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c)a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(d)a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied;

provided, however, that with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificate of public officials.

Section 12.6Rules by Trustee and Agents

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 12.7No Personal Liability of Directors, Officers, Employees and Stockholders

No direct or indirect stockholder, employee, member, manager, officer or director, as such, past, present or future of the Issuers, the Guarantors or any successor entity shall have any personal liability in respect of the Issuers’ obligations or the obligations of the Guarantors under this 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.

Section 12.8GOVERNING LAW; WAIVER OF JURY TRIAL

THIS INDENTURE, THE NOTES AND THE GUARANTEES 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

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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.

EACH OF THE ISSUERS, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

Section 12.9No Adverse Interpretation of Other Agreements

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuers or the Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 12.10Successors

Except as otherwise provided in Section 11.5 hereof, all agreements of the Issuers and the Guarantors in this Indenture and the Notes shall bind their successors. All agreements of the Trustee in this Indenture shall bind its successors.

Section 12.11Severability

In case any one or more of the provisions of this Indenture or in the Notes or in the Guarantees shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

Section 12.12Counterpart Originals

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

Section 12.13Table of Contents, Headings, Etc.

The Table of Contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

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Section 12.14Intercreditor Agreement

So long as the Intercreditor Agreement is in effect, the rights, obligations and remedies of the parties shall be subject thereto. This Indenture shall not impose any obligation or grant any right to any party to the extent that such obligation or right is inconsistent or conflicts with the Intercreditor Agreement. This Section 12.14 is for the benefit of the Holders and the Trustee, and none of the Issuers or Guarantors shall be third party beneficiaries hereof.

Section 12.15Force Majeure

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

[signature pages follow]

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SIGNATURES

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

Issuers:
	Virgin River Casino Corporation
	By:	/s/ Robert R. Black, Sr.
		Name:  Robert R. Black, Sr.
		Title:  Chief Executive Officer
	RBG, LLC
	By:	/s/ Robert R. Black, Sr.
		Name:  Robert R. Black, Sr.
		Title:  Manager
	B & BB, Inc.
	By:	/s/ Robert R. Black, Sr.
		Name:  Robert R. Black, Sr.
		Title:  Chief Executive Officer

Guarantors:
	Casablanca Resorts, LLC
	By:	/s/ Robert R. Black, Sr.
		Name:  Robert R. Black, Sr.
		Title:  Manager of its Manager, RBG, LLC

2

Oasis Interval Ownership, LLC
By:	/s/ Robert R. Black, Sr.
	Name:  Robert R. Black, Sr.
	Title:  Manager
Oasis Interval Management, LLC
By:	/s/ Robert R. Black, Sr.
	Name:  Robert R. Black, Sr.
	Title:  Manager
Oasis Recreational Properties, Inc.
By:	/s/ Robert R. Black, Sr.
	Name:  Robert R. Black, Sr.
	Title:  President

3

Trustee:
	The Bank of New York Trust Company, N.A.
	By:	/s/ Sandeé Parks
		Name:   Sandeé Parks
		Title:  Vice President

4

EXHIBIT A

[FORM OF NOTE]

Virgin River Casino Corporation,

RBG, LLC

and
B&BB, Inc.

9.000% [Series A] [Series B](1) Senior Secured Note due 2012

CUSIP:	ISIN:
	$

Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BB, 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), for value received, hereby promise to pay to Cede & Co., or registered assigns, the principal sum of                     Dollars, on January 15, 2012.

Interest Payment Dates: January 15 and July 15, commencing [             ], 2005.

Interest Record Dates: January 1 and July 1.

Reference is made to the further provisions of this Note on the reverse side, which shall, for all purposes, have the same effect as if set forth at this place.

Upon request, the Issuers shall promptly make available to a Holder of this Note information regarding the issue price, the amount of original issue discount, if any, the issue date, and the yield to maturity of this Note.  Holders should contact CasaBlanca Resorts, 950 West Mesquite Boulevard, Mesquite, Nevada 89027, Attention: Secretary.

(1)           Series A should be replaced with Series B in the Exchange Notes.

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IN WITNESS WHEREOF, each of the Issuers has caused this instrument to be duly executed.

Virgin River Casino Corporation,
a Nevada corporation
By:
	Name:
	Title:
By:
	Name:
	Title:
RBG, LLC,
a Nevada limited-liability company
By:
	Name:
	Title:
By:
	Name:
	Title:
B & BB, Inc.,
a Nevada corporation
By:
	Name:
	Title:
By:
	Name:
	Title:

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TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes described in the within-mentioned Indenture.

	The Bank of New York Trust Company, N.A.
	By:
		Authorized Signatory
Dated:

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(Reverse of Note)

9.000% [Series A] [Series B](2) Senior Secured Note due 2012

[THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.](3)

[UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY, TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](4)

[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).  NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE

(2)           Series A should be replaced with Series B in the Exchange Notes.

(3)           To be included only on Global Notes deposited with DTC as Depositary.

(4)           To be included only on Global Notes deposited with DTC as Depositary.

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ENTITLED TO RECEIVE CASH PAYMENTS OF INTEREST DURING THE PERIOD WHICH SUCH HOLDER HOLDS THIS NOTE.  NOTHING IN THIS LEGEND SHALL BE DEEMED TO PREVENT INTEREST FROM ACCRUING ON THIS NOTE.](5)

[THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (X) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (Y) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (Z) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE THAT IS TWO YEARS (OR SUCH OTHER PERIOD THAT MAY HEREAFTER BE PROVIDED UNDER RULE 144(k) UNDER THE SECURITIES ACT AS PERMITTING RESALES OF RESTRICTED SECURITIES BY NON-AFFILIATES WITHOUT RESTRICTION) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUERS OR ANY SUBSIDIARIES OF THE ISSUERS, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR

(5)           To be included only on Reg S Temporary Global Notes.

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SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS OF ANY U.S. STATE OR ANY OTHER APPLICABLE JURISDICTION.](6)

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.Interest.  Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BB, 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), promises to pay Interest on the principal amount of this Note at 9.000% per annum from the Issue Date until maturity and shall pay the Liquidated Damages, if any, payable pursuant to Section 4 of the Registration Rights Agreement referred to below.  The Issuers shall pay Interest and Liquidated Damages, if any, semi-annually on January 1 and July 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”).  The first Interest Payment Date shall be July 1, 2005.  Interest on the Notes shall accrue from the most recent date to which Interest has been paid or, if no Interest has been paid, from the Issue Date; provided that if there is no existing Default in the payment of Interest, and if this Note is authenticated between an Interest Record Date (as defined below) referred to on the face hereof and the next succeeding Interest Payment Date, Interest shall accrue from such next succeeding Interest Payment Date.  The Issuers shall pay Interest (including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Notes then in effect, and shall pay Interest (including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdue installments of Interest (and Liquidated Damages, if any) without regard to any applicable grace periods from time to time on demand at the same rate to the extent lawful.  Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.

2.Method of Payment.  The Issuers shall pay Interest and Liquidated Damages, if any, on the Notes to the Persons who are registered Holders of Notes at the close of business on the January 1 or July 1 next preceding the Interest Payment Date (each an “Interest Record Date”), even if such Notes are cancelled after such Interest

(6)           To be included only on Transfer Restricted Notes.

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Record Date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to Defaulted Interest.  The Notes will be payable as to principal, premium, if any, Interest and Liquidated Damages, if any, at the office or agency of the Issuers maintained within the City and State of New York for such purpose, or, at the option of the Issuers, payment of Interest and Liquidated Damages, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided, that payment by wire transfer of immediately available funds to an account within the United States shall be required with respect to principal of and premium, if any, Interest and Liquidated Damages, if any, on all Global Notes.  Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3.Paying Agent and Registrar.  Initially, The Bank of New York Trust Company, N.A., the Trustee under the Indenture, shall act as Paying Agent and Registrar.  The Issuers may change any Paying Agent or Registrar without notice to any Holder.  The Issuers or any of the Subsidiaries may act in any such capacity.

4.Indenture.  The Issuers issued the Notes under an Indenture, dated as of the Issue Date (as it may be amended or supplemented from time to time, the “Indenture”), by and among the Issuers, the Guarantors party thereto and the Trustee.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”).  The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms.

The Obligations under the Indenture, the Notes and the Guarantees thereof are secured by the Collateral described in the Collateral Agreements, subject to the provisions of such agreements.  Holders are referred to the Collateral Agreements for a statement of such terms.

5.Optional Redemption.

(a)The Issuers shall not have the right to redeem any Notes prior to January 15, 2009 (other than with the Net Cash Proceeds of a Qualified Equity Offering, as provided in Section 5(b) hereof).  The Notes shall be redeemable for cash at the Issuers’ option, in whole or in part, at any time and from time to time, on or after January 15, 2009 at the following redemption prices (expressed as percentages of the principal amount) if redeemed during the 12-month period commencing January 15 of the years indicated below, in each case together with accrued and unpaid Interest (and Liquidated Damages, if any) to the date of redemption of the Notes (the “Redemption Date”):

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Year	Percentage
2009	104.500	%
2010	102.25	%
2011 and thereafter	100.000	%

(b)At any time on or prior to January 15, 2008, upon a Qualified Equity Offering, up to 35% of the aggregate principal amount of the Notes originally issued pursuant to the Indenture may be redeemed at the Issuers’ option within 90 days of such Qualified Equity Offering, with cash received by the Issuers from the Net Cash Proceeds of such Qualified Equity Offering, at a redemption price equal to 109.000% of principal amount thereof, together with accrued and unpaid Interest (and Liquidated Damages, if any) to the Redemption Date; provided, however, that immediately following such redemption not less than 65% of the aggregate principal amount of the Notes originally issued pursuant to the Indenture on the Issue Date remain outstanding.

(c)Notice of redemption shall be mailed, by first class mail, at least 30 days but not more than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at its registered address, and any such redemption shall be made pursuant to the procedures required by the Indenture.  Notes in denominations larger than $1,000 may be redeemed in part but only in integral multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed.  On and after the Redemption Date, Interest (and Liquidated Damages, if any) cease to accrue on Notes or portions thereof called for redemption unless the Issuers default in such payments due on the Redemption Date.

6.Mandatory Redemption.  The Issuers shall not be required to make mandatory redemption payments with respect to the Notes (except for any offer to repurchase Notes that the Issuers are required to make as described in Section 8 hereof).  The Notes shall not have the benefit of any sinking fund.

7.Regulatory Redemption.  Notwithstanding any other provisions hereof, if any Gaming Authority requires that a Holder or beneficial owner of Notes must be licensed, qualified or found suitable under any applicable Gaming Law and such Holder or beneficial owner fails to apply for a license, qualification or a finding of suitability within 30 days after being requested to do so by the Gaming Authority (or such lesser period that may be required by such Gaming Authority), or if such Holder or such beneficial owner is not so licensed, qualified or found suitable, the Issuers shall have the right, at the Issuers’ option, (1) to require such Holder or beneficial owner to dispose of such Holder’s or beneficial owner’s Notes within 30 days of receipt of notice of such finding by the applicable Gaming Authority or such earlier date as may be ordered by such Gaming Authority or (2) to call for the redemption (a “Regulatory Redemption”) of the Notes of such Holder or beneficial owner at the principal amount thereof or, if required by such Gaming Authority, the lesser of (a) the price at which such Holder or beneficial owner acquired the Notes, and (b) the fair market value of such Notes on the date of redemption, together with, in either case, accrued and unpaid Interest (and, if permitted by such Gaming Authority, Liquidated Damages) to the earlier of the date of

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redemption or such earlier date as may be required by such Gaming Authority or the date of the finding of unsuitability by such Gaming Authority, which may be less than 30 days following the notice of redemption, if so ordered by such Gaming Authority. The Issuers are not required to pay or reimburse any Holder or beneficial owner of the Notes for the expenses of any such Holder or beneficial owner related to the application for any license, qualification or finding of suitability in connection with a Regulatory Redemption.  Such expenses of any such Holder or beneficial owner shall, therefore, be the obligation of such Holder or beneficial owner.

8.Offers to Purchase.

(a)Change of Control.  In the event that a Change of Control has occurred, each Holder of Notes shall have the right, at such Holder’s option, pursuant to an offer by the Issuers (subject only to conditions required by applicable law, if any) (the “Change of Control Offer”), to require the Issuers to repurchase all or any part of such Holder’s Notes (provided, that the principal amount of such Notes must be $1,000 or an integral multiple thereof), at a cash price equal to 101% of the principal amount thereof on the Change of Control Purchase Date (as defined below) (the “Change of Control Purchase Price”), together with accrued and unpaid Interest (and Liquidated Damages, if any) to the Change of Control Purchase Date.

In order to effect the Change of Control Offer, the Issuers shall, not later than the 30^th day after the occurrence of the Change of Control, mail to each Holder of Notes notice of the Change of Control Offer (the “Change of Control Notice”), describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes on a date (the “Change of Control Purchase Date”) that is no earlier than 30 days and no later than 60 days after the date the Change of Control Notice is mailed, pursuant to the procedures required by the Indenture and described in the Change of Control Notice.

On or before the Change of Control Purchase Date, the Issuers shall: (i) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent cash in an amount sufficient to pay the Change of Control Purchase Price, together with accrued and unpaid Interest (and Liquidated Damages, if any) to the Change of Control Purchase Date of all Notes so tendered, and (iii) deliver to the Trustee the Notes so accepted together with an Officers’ Certificate listing the Notes or portions thereof being purchased by the Issuers.  The Paying Agent promptly shall pay each Holder of Notes so accepted an amount equal to the Change of Control Purchase Price, together with accrued and unpaid Interest (and Liquidated Damages, if any) to the Change of Control Purchase Date, and the Trustee promptly shall authenticate and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of the Note surrendered.  Any Notes not so accepted shall be delivered promptly by the Issuers to the Holder thereof.  The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.

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(b)Asset Sale.  Subject to certain exceptions set forth in the Indenture, the Issuers shall not and the Guarantors shall not, and neither the Issuers nor the Guarantors shall permit any of the Subsidiaries to, in one or a series of related transactions, make any Asset Sale unless: (i) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents, and (ii) the Board of Directors of the applicable Issuer determines in reasonable good faith that such Issuer or such Subsidiary shall receive, as applicable, fair market value for such Asset Sale.  For purposes of clause (i) of the preceding sentence the following shall be deemed to constitute cash or Cash Equivalents: (a) the amount of any Indebtedness or other liabilities (other than Indebtedness or liabilities that are by their terms subordinated to the Notes and the Guarantees) of the Issuers or such Subsidiary that are assumed by the transferee of any such assets so long as the documents governing such liabilities provide that there is no further recourse to the Issuers or any of the Subsidiaries with respect to such liabilities and (b) fair market value of any marketable securities, currencies, notes or other obligations received by the Issuers or any such Subsidiary in exchange for any such assets that are converted into cash or Cash Equivalents within 30 days after the consummation of such Asset Sale, provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received.

Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the “Asset Sale Amount”), if used, shall be: (a) (i) used to retire Purchase Money Indebtedness secured by the asset which was the subject of the Asset Sale, or (ii) used to retire and permanently reduce Indebtedness incurred under the Credit Agreement; provided, that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount; or (b) invested in assets and property (other than notes, bonds, obligations and securities, except in connection with the acquisition of a Person in a Related Business which immediately following such acquisition becomes a Guarantor) which in the reasonable good faith judgment of the applicable Issuer’s Board of Directors will immediately constitute or be a part of a Related Business of the Issuers or such Guarantor (if it continues to be a Guarantor) immediately following such transaction (such assets or property the “Related Business Assets”); or (c) any combination of (a) or (b).  All Net Cash Proceeds from an Event of Loss shall be used as follows: (1) first, the Issuers shall use such Net Cash Proceeds to the extent necessary to rebuild, repair, replace or restore the assets subject to such Event of Loss with comparable assets; and (2) then, to the extent any Net Cash Proceeds from an Event of Loss are not used as described in the preceding clause (1), all such remaining Net Cash Proceeds shall be reinvested or used as provided in the immediately preceding clause (a), (b) or (c).

The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in clause (a), (b) or (c) of the immediately preceding paragraph and the accumulated Net Cash Proceeds from any Event of Loss not applied as set forth in clause (1) or (2) of the immediately preceding paragraph shall constitute “Excess Proceeds.” Pending the final application of any Net Cash Proceeds,  the Issuers may temporarily reduce revolving credit borrowings or otherwise invest or use for general corporate purposes the Net Cash Proceeds in any manner that is not prohibited by the Indenture; provided, however, that

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the Issuers may not use the Net Cash Proceeds (x) to make Restricted Payments other than Restricted Payments that are solely Restricted Investments or (y) to make Permitted Investments pursuant to clause (a) of the definition thereof.  When the Excess Proceeds equal or exceed $5,000,000,  the Issuers shall offer to repurchase the Notes, together with any other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Issuers to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (the “Asset Sale Offer”) at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) to the Asset Sale Purchase Date (as defined below) (the “Asset Sale Offer Price”) together with accrued and unpaid interest (and Liquidated Damages, if any) to the Asset Sale Purchase Date.  In order to effect the Asset Sale Offer, the Issuers shall promptly after expiration of the 360-day period following the Asset Sale that produced such Excess Proceeds mail to each Holder of Notes notice of the Asset Sale Offer (the “Asset Sale Notice”), offering to purchase the Notes on a date (the “Asset Sale Purchase Date”) that is no earlier than 30 days and no later than 60 days after the date that the Asset Sale Notice is mailed, pursuant to the procedures required by the Indenture and described in the Asset Sale Notice.  On the Asset Sale Purchase Date,  the Issuers shall apply an amount equal to the Excess Proceeds (the “Asset Sale Offer Amount”) plus an amount equal to accrued and unpaid interest (and Liquidated Damages, if any) to the purchase of all Indebtedness properly tendered in the Asset Sale Offer (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price, together with accrued and unpaid interest (and Liquidated Damages, if any) to the Asset Sale Purchase Date.  To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Issuers may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture.  Following the consummation of each Asset Sale Offer in accordance with the provisions of the Indenture, the Excess Proceeds amount shall be reset to zero.

9.Denominations, Transfer, Exchange.  The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000.  The transfer of Notes may be registered, and Notes may be exchanged, as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture.  The Issuers need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.  Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between an Interest Record Date and the corresponding Interest Payment Date.

10.Persons Deemed Owners.  The registered Holder of a Note may be treated as its owner for all purposes.

11.Amendment, Supplement, Modification and Waiver.

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(a)Subject to certain exceptions, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), (i) the Indenture, the Notes, the Guarantees, the Intercreditor Agreement (subject to any required approval of the lenders under the Credit Agreement party thereto) and the Collateral Agreements may be amended, supplemented or otherwise modified, and (ii) any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of or premium, if any, or Interest (or Liquidated Damages, if any) on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture, the Notes, the Guarantees, the Intercreditor Agreement (subject to any required approval of the lenders under the Credit Agreement party thereto) and the Collateral Agreements may be waived.

(b)Without the consent of the Holders, the Issuers, the Guarantors and the Trustee may amend, modify or supplement the Indenture, the Notes, the Guarantees, the Intercreditor Agreement and the Collateral Agreements to cure any ambiguity, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of certificated Notes; to provide for the assumption of any of the Issuers’ or the Guarantors’ obligations to Holders in the case of a merger or consolidation or a sale of all or substantially all of the Issuers’ assets in accordance with the Indenture; to evidence the release of any Guarantor permitted to be released under the terms of the Indenture or to evidence the addition of any new Guarantor; to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA; to comply with applicable Gaming Laws; to comply with the provisions of DTC or the Trustee with respect to the provisions of the Indenture and the Notes relating to transfers and exchanges of Notes or beneficial interests therein; to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights of any Holder of Notes under the Indenture, the Notes, the Guarantees, the Intercreditor Agreement, the Collateral Agreements or the Registration Rights Agreement; or to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the date thereof, including Section 4.7 thereof.

(c)Notwithstanding the foregoing, and subject to the Intercreditor Agreement, no portion of the Collateral may be released from the Lien of the Collateral Agreements (except in accordance with the provisions of the Indenture and the Collateral Agreements), and none of the Collateral Agreements or the provisions of this Indenture relating to the Collateral may be amended or supplemented, and the rights of any Holders may not be waived or modified, without, in each case, the consent of the Holders of at least 66²/₃% in aggregate principal amount of the then outstanding Notes.

12.Defaults and Remedies.   Each of the following constitutes an Event of Default: (a) the Issuers’ failure to pay any installment of Interest (or Liquidated Damages, if any) on the Notes as and when the same becomes due and payable and the continuance of any such failure for 30 days, (b) the Issuers’ failure to pay all or any part of the principal of or premium, if any, on the Notes when and as the same becomes due and payable at maturity, redemption, by acceleration or otherwise, including, without

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limitation, payment of the Change of Control Purchase Price, or the Asset Sale Offer Price, on Notes validly tendered and not properly withdrawn pursuant to a Change of Control Offer or Asset Sale Offer, as applicable, (c) the Issuers’ failure or the failure by any of the Guarantors or any of the Subsidiaries to observe or perform any other covenant or agreement contained in the Notes or the Indenture and, except for the provisions under Sections 4.9, 4.13, 4.14 and 5.1 of the Indenture, the continuance of such failure for a period of 30 days after the earlier of written notice to the Issuers by the Trustee or written notice to the Issuers and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes outstanding, (d) the cessation of substantially all gaming operations of the Issuers and the Subsidiaries, taken as a whole, for more than 90 days, except as a result of an Event of Loss, (e) any revocation, suspension, expiration (without previous or concurrent renewal) or loss of any Gaming License of any of the Issuers or any Subsidiary for more than 90 days, (f) a default occurs (after giving effect to any waivers, amendments, applicable grace periods or any extension of any maturity date) in the Issuers’ Indebtedness or the Indebtedness of any of the Subsidiaries with an aggregate amount outstanding in excess of $5,000,000 (x) resulting from the failure to pay principal of such Indebtedness at maturity, or (y) if as a result of such default, the maturity of such Indebtedness has been accelerated prior to its stated maturity, (g) final unsatisfied judgments not covered by insurance aggregating in excess of $5,000,000 at any one time rendered against the Issuers or any of the Subsidiaries and not stayed, bonded or discharged within 60 days after their entry, (h) any Guarantee of a Guarantor ceases to be in full force and effect or becomes unenforceable or invalid or is declared null and void (other than in accordance with the terms of the Guarantee and the Indenture) or any Guarantor denies or disaffirms its Obligations under its Guarantee or the Collateral Agreements, (i) any failure to comply with any material agreement or material covenant in, or any breach of a material representation under, the Collateral Agreements and such failure or breach shall continue for a period of 30 days, (j) any of the Collateral Agreements at any time for any reason ceases to be in full force and effect, or is declared null and void, or shall cease to be effective in all material respects to give the Trustee the Liens with the priority purported to be created thereby (subject to the Intercreditor Agreement) subject to no other Liens (in each case, other than as expressly permitted by the Indenture and the applicable Collateral Agreement, or by reason of the termination of the Indenture or the applicable Collateral Agreement in accordance with its terms), (k) a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries in an involuntary case under any applicable Bankruptcy Law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries or for all or substantially all of the property and assets of any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries or (C) the winding up or liquidation of the affairs of any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries and, in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days, or (l) any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries of the Issuers (A) commences a voluntary case under any applicable Bankruptcy Law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (B)

10

consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries or for all or substantially all of the property and assets of any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries or (C) effects any general assignment for the benefit of creditors.

13.Trustee Dealings with Issuers.  The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuers or their Affiliates, and may otherwise deal with the Issuers or their Affiliates, as if it were not the Trustee.

14.No Recourse Against Others.  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 respect of the Issuers’ obligations or the obligations of the Guarantors under the Indenture, the Notes, the Guarantees, the Registration Rights 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.

15.Authentication.  This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

16.Abbreviations.  Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

17.CUSIP Numbers.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon, and any such redemption shall not be affected by any defect in or omission of such numbers.

18.Notation of Guarantee.  As more fully set forth in the Indenture, to the extent permitted by law, each of the Guarantors from time to time, in accordance with Article XI of the Indenture, jointly and severally, irrevocably and unconditionally guarantees on a senior secured basis to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns 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

11

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 hereof and 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, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.6 the Indenture.

When a successor Guarantor assumes all the obligations of its predecessor Guarantor under the Notes and the Indenture, the predecessor Guarantor may be released from those obligations.

19.Governing Law.  THE INDENTURE, THE NOTES AND THE GUARANTEES 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.

20.Security.  This Note is secured by substantially all of the assets of the Issuers and the Guarantors, subject to certain exceptions and limitations more fully set forth in the Indenture and Collateral Agreements.

21.Certificate And Opinion As To Conditions Precedent.  Upon any request or application by the Issuers to the Trustee to take any action under the Indenture, the Issuers shall furnish to the Trustee (i) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.5 of the Indenture) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in the Indenture relating to the proposed action have been satisfied; and (ii) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.5 of the Indenture) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

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22.Additional Rights of Holders of Transfer Restricted Notes.(7)  In addition to the rights provided to Holders of Notes under the Indenture, Holders of Transfer Restricted Notes shall have all the rights set forth in the Registration Rights Agreement.

The Issuers shall furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement.  Requests may be made to:

CasaBlanca Resorts

950 West Mesquite Boulevard
Mesquite, Nevada 89027

Attention:  Secretary

(7)           To be included only on Transfer Restricted Notes.

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Assignment Form

To assign this Note, fill in the form below

(I) or (We) assign and transfer this Note to:

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Issuers. The agent may substitute another to act for it.

Date:

Your Signature:

(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*

*NOTICE: The Signature must be guaranteed by an Institution which is a member of one of the following recognized signature Guarantee Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) such other guarantee program acceptable to the Trustee.

14

Option of Holder to Elect Purchase

If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.13 or 4.14 of the Indenture, check the box below:

Section 4.13 o Section 4.14 o

If you want to elect to have only part of the Note purchased by the Issuers pursuant to Section 4.13 or 4.14 of the Indenture, state the aggregate principal amount you elect to have purchased (in denominations of $1,000 only, except if you have elected to have all of your Notes purchased):  $        

Date: Your Signature:

(Sign exactly as your name appears on the Note)

Social Security or Tax Identification No.:

Signature Guarantee*

*NOTICE:  The Signature must be guaranteed by an Institution which is a member of one of the following recognized signature Guarantee Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv)  such other guarantee program acceptable to the Trustee.

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Schedule of Exchanges of Interests in the Global Note(8)

The following exchanges of an interest in this Global Note for an interest in another Global Notes or for a Definitive Note, or exchanges of an interest in another Global Note or a Definitive Note for an interest in this Global Note, have been made:

Date of
Exchange Amount of
Decrease in
Principal
Amount of this
Global Note Amount of
Increase in
Principal
Amount of
this Global
Note Principal Amount
of this Global
Note Following
Such Decrease or
Increase Signature of
Authorized
Officer
of
Trustee or Note
Custodian

(8)           This should be included only if the Note is issued in global form.

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GUARANTEE

Each entity listed on the signature page hereto (hereafter referred to as a “Guarantor,” which term includes any successors or assigns under the Indenture, dated as of December 20, 2004, among the Issuers (as defined below), the Guarantors (as defined therein) and The Bank of New York Trust Company, N.A., as trustee (the “Indenture”), as amended or supplemented by any amendments or supplemental indentures thereto), has executed either the Indenture or a supplemental indenture in substantially the form attached as Exhibit E to the Indenture and has irrevocably and unconditionally guaranteed on a senior secured basis the Guarantee Obligations (as defined in Section 11.1 of the Indenture), which include: (i) (A) the due and punctual payment in full of the principal of and premium, if any, and Interest and Liquidated Damages, if any, on the 9.000% Senior Secured Notes due 2012 (the “Notes”) of Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BB, 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), whether at maturity, by acceleration, call for redemption, upon a Change of Control Offer, an Asset Sale Offer or otherwise, (B) the prompt payment in full of all 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, and (C) the due and punctual payment when due and performance of 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), 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 due and punctual payment when due and performance of the same 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, provided, however, that the obligations of each Guarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law.

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

The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Guarantee 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 this 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 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

17

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.

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.

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

THIS GUARANTEE 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.

Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated.

[signature pages follow]

18

IN WITNESS WHEREOF, each Guarantor has caused this instrument to be duly executed.

Dated:
	Casablanca Resorts, LLC
	By:
		Name:
		Title:
	Oasis Interval Ownership, LLC
	By:
		Name:
		Title:
	Oasis Interval Management, LLC
	By:
		Name:
		Title:
	Oasis Recreational Properties, Inc.
	By:
		Name:
		Title:

3

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Virgin River Casino Corporation

RBG, LLC

B&BB, Inc.

c/o CasaBlanca Resorts

950 West Mesquite Boulevard

Mesquite, Nevada 89027

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

700 South Flower Street, Suite 500

Los Angeles, California 90017

Attention: Corporate Trust Administration

Re:9.000% Senior Secured Notes due 2012 (the “Notes”)

Dear Sir or Madam:

Reference is hereby made to the Indenture, dated as of December20, 2004 (as it may be amended or supplemented from time to time, the “Indenture”), among Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BB, 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), the Guarantors party thereto and The Bank of New York Trust Company, N.A., as trustee, relating to the Notes.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                        , (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $                           in such Note[s] or interests (the “Transfer”), to                              (the “Transferee”), as further specified in Annex A hereto.  In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.         oCheck if Transferee will take delivery of a beneficial interest in the 144A Global Note or of a Definitive Note Pursuant to Rule 144A.  The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such

1

account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any State of the United States.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

2.         oCheck if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or of a Definitive Note pursuant to Regulation S.  The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Distribution Compliance Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser) and the interest transferred will be held immediately thereafter through Euroclear or Clearstream.  Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

3.         oCheck if Transferee will take delivery of a beneficial interest in a Global Note or of a Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S.  The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any State of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a)       oSuch Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; or

(b)       oSuch Transfer is being effected to the Issuers or a subsidiary thereof; or

(c)       oSuch Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act; or

2

(d)       osuch Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in a form of Exhibit D to the Indenture and (2) an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification and provided to the Issuers, which has confirmed its acceptability), to the effect that such Transfer is in compliance with the Securities Act.

Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Global Note and/or Definitive Notes and in the Indenture and the Securities Act.

4.         oCheck if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

(a)oCheck if Transfer is Pursuant to Rule 144.  (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture and the Securities Act.

(b)oCheck if Transfer is Pursuant to Regulation S.  (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture and the Securities Act.

(c)oCheck if Transfer is Pursuant to Other Exemption.  (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904

3

and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

[signature page follows]

4

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.

	Dated:
[Insert Name of Transferor]
By:
Name:
Title:

5

ANNEX A TO CERTIFICATE OF TRANSFER

1.The Transferor owns and proposes to transfer the following:

[[CHECK ONE OF (a) OR (b)]

(a)	o	a beneficial interest in
(i)	o	144A Global Note, or
(ii)	o	501 Global Note, or
(iii)	o	Reg S Global Note; or
(b)	o	a Restricted Definitive Note.

2.After the Transfer the Transferee will hold:

[CHECK ONE]

(a)	o	a beneficial interest in the:
(i)	o	144A Global Note, or
(ii)	o	501 Global Note, or
(iii)	o	Reg S Global Note,
(iv)	o	Unrestricted Global Note; or
(b)	o	a Restricted Definitive Note; or
(c)	o	an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

6

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Virgin River Casino Corporation

RBG, LLC

B&BB, Inc.

c/o CasaBlanca Resorts

950 West Mesquite Boulevard

Mesquite, Nevada 89027

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

700 South Flower Street, Suite 500

Los Angeles, California 90017

Attention: Corporate Trust Administration

Re:9.000% Senior Secured Notes due 2012 (the “Notes”)

Dear Sir or Madam:

Reference is hereby made to the Indenture, dated as of December20, 2004 (as it may be amended and supplemented from time to time, the “Indenture”), among Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BB, 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), the Guarantors party thereto and The Bank of New York, as trustee, relating to the Notes.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                    , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $                         in such Note[s] or interests (the “Exchange”).  In connection with the Exchange, the Owner hereby certifies that:

1.Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note.

(a)oCheck if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities

1

Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any State of the United States.

(b)oCheck if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any State of the United States.

(c)oCheck if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note.  In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any State of the United States.

(d)oCheck if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note.  In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any State of the United States.

2.  Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes.

(a)oCheck if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive

2

Note with an equal principal amount, the Owner hereby certifies that (i) the Restricted Definitive Note is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any State of the United States.  Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

(b)oCheck if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note.  In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the:  [CHECK ONE]  o  144A Global Note,  o  Reg S Global Note, or  o  501 Global Note

with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any State of the United States.  Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

[signature page follows]

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This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.

[Insert Name of Owner]

By:

Name:

Title:

Dated:

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EXHIBIT D

FORM OF CERTIFICATE FROM ACQUIRING
INSTITUTIONAL ACCREDITED INVESTOR

Jefferies & Company, Inc.

11100 Santa Monica Boulevard

10th Floor

Los Angeles, California 90025

Virgin River Casino Corporation

RBG, LLC

B&BB, Inc.

c/o CasaBlanca Resorts

950 West Mesquite Boulevard

Las Vegas, Nevada 89027

Re:9.000% Senior Secured Notes due 2012 (the “Notes”)

Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of December20, 2004 (the “Indenture”), among Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BB, 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), the Guarantors party thereto and The Bank of New York, as trustee (the “Trustee”), relating to the Notes.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of $                     aggregate principal amount of: (a) a beneficial interest in a Global Note, or (b) a Definitive Note, we confirm that:

1.We understand and acknowledge that the Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other applicable securities law, are being offered for resale in transactions not requiring registration under the Securities Act or any other securities law, including resales pursuant to Rule 144A under the Securities Act (“Rule 144A”), and may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act or any other applicable securities law, pursuant to an exemption therefrom and in each case in compliance with the conditions for transfer set forth below.

2.We are not an affiliate (as defined in Rule 144 under the Securities Act) of the Issuers or acting on behalf of the Issuers, and we are an institutional “accredited investor” under the Securities Act within the meaning of subparagraph (a) (1), (2), (3) or

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(7) of Rule 501 under the Securities Act (“Rule 501”) and, if the Notes are to be purchased for one or more accounts (“investor accounts”) for which we are acting as fiduciary or agent, each such investor account is an institutional “accredited investor” on a like basis. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Notes and invest in or purchase securities similar to the Notes in the normal course of our business. We and any investor accounts for which we are acting are each aware that we may be required, and are each able, to bear the economic risk of our or its investment in the Notes for an indefinite period of time, including the risk of an entire loss of our or such investor account’s investment in the Notes.

3.We acknowledge that: (a) neither the Issuers nor the Initial Purchaser, nor any person representing the Issuers or the Initial Purchaser, has made any representation to us with respect to the Issuers or the offering or sale of any Notes, and (b) we have had access to such financial and other information concerning the Issuers and the Notes as we have deemed necessary in connection with our decision to purchase the Notes, including an opportunity to ask questions of and request information from the Issuers.

4.We are purchasing the Notes for our own account, or for one or more investor accounts for which we are acting as a fiduciary or agent, in each case for investment, and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act, subject to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and subject to our or their ability to resell such Notes pursuant to Rule 144A, Regulation S or any exemption from registration available under the Securities Act.

5.We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date which is two years (or such other period that may hereafter be provided under Rule 144(k) under the Securities Act as permitting resales of restricted securities by non-affiliates without restriction) after the later of the date of original issue and the last date on which the Issuers or any affiliate of the Issuers was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to the Issuers or any subsidiary of the Issuers, (b) pursuant to a registration statement that has been declared effective under the Securities Act, (c) for so long as the Notes are eligible for resale pursuant to Rule 144A, to a person we reasonably believe is a “qualified institutional buyer” as defined in Rule 144A (a “QIB”) that purchases for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to non-U.S. persons that occur outside the United States in accordance with Regulation S under the Securities Act, (e) to an institutional “accredited investor” within the meaning of subparagraph (a) (1), (2), (3) or (7) of Rule 501 that is acquiring the Notes for its own account, or for the account of such an institutional “accredited investor,” for investment purposes, and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act, or (f) pursuant to another available exemption from the registration requirements of

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the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in each case in compliance with applicable securities laws of any U.S. state or any other applicable jurisdiction. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made pursuant to clause (e) or (f) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Issuers and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of subparagraph (a) (1), (2), (3) or (7) of Rule 501 and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Issuers and the Trustee reserve the right prior to the offer, sale or other transfer made prior to the Resale Termination Date pursuant to clause (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to each of them.

6.We are not acquiring the Notes for or on behalf of any pension or welfare plan (as defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) or other arrangement that is subject to ERISA or Section 4975 of the Internal Revenue Code (a “plan”) or any entity whose underlying assets include assets of a plan pursuant to 29 C.F.R. Section 2510.3-101 or otherwise, except that such a purchase for or on behalf of a pension or welfare plan shall be permitted to the extent:

(a)such purchase is being made by or on behalf of a bank collective investment fund maintained by the purchaser in which no plan (together with any other plans maintained by the same employer or employee organization) has an interest in excess of 10% of the total assets in such collective investment fund and the conditions of Section III of Prohibited Transaction Class Exemption 91-38 issued by the Department of Labor are satisfied;

(b)such purchase is made by or on behalf of an insurance company pooled separate account maintained by the purchaser in which, at any time while the Notes are outstanding, no plan (together with any other plans maintained by the same employer or employee organization) has an interest in excess of 10% of the total of all assets in such pooled separate account and the conditions of Section III of Prohibited Transaction Class Exemption 90-1 issued by the Department of Labor are satisfied;

(c)such purchase is made on behalf of a plan by (1) an investment advisor registered under the Investment Advisers Act of 1940 that had as of the last day of its most recent year total assets under its management and control in excess of $50,000,000 and had stockholders’ or partners’ equity in excess of $750,000, as shown

3

in its most recent balance sheet prepared in accordance with generally accepted accounting principles, or (2) a bank as defined in Section 202 (a) (2) of the Investment Advisers Act of 1940 with equity capital in excess of $1,000,000 as of the last day of its most recent year, or (3) an insurance company which is qualified under the laws of more than one state to manage, acquire or dispose of any assets of a plan, which insurance company has as of the last day of its most recent year, net worth in excess of $1,000,000 and which is subject to supervision and examination by state authority having supervision over insurance companies and, in any case, such investment advisor, bank or insurance company is otherwise a qualified professional asset manager, as such term is used in Prohibited Transaction Class Exemption 84-14 issued by the Department of Labor, and the assets of such plan when combined with the assets of other plans established or maintained by the same employer (or affiliate thereof) or employee organization and managed by such investment advisor, bank or insurance company, do not represent more than 20% of the total client assets managed by such investment advisor, bank or insurance company, and the conditions of Section I of such exemption are otherwise satisfied;

(d)to the extent such plan is a governmental plan (as defined in Section 3 of ERISA) which is not subject to the provisions of Title I of ERISA or Section 401 of the Internal Revenue Code;

(e)to the extent such purchase is made by or on behalf of an insurance company with assets in its insurance company general account, and the conditions of Prohibited Transaction Class Exemption 95-60 issued by the Department of Labor are satisfied;

(f)to the extent such purchase is made on behalf of a plan by an in-house asset manager and the conditions of Part I of Prohibited Transactions Class Exemption 96-23 issued by the Department of Labor are satisfied; or

(g)such purchase would not otherwise constitute a non-exempt prohibited transaction.

7.We understand that the Notes will be delivered in registered form only and that the certificates delivered to us in respect of the Notes will contain a legend substantially to the following effect:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,

4

TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (X) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (Y) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (Z) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE THAT IS TWO YEARS (OR SUCH OTHER PERIOD THAT MAY HEREAFTER BE PROVIDED UNDER RULE 144(k) UNDER THE SECURITIES ACT AS PERMITTING RESALES OF RESTRICTED SECURITIES BY NON-AFFILIATES WITHOUT RESTRICTION) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUERS OR ANY SUBSIDIARIES OF THE ISSUERS, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND IN EACH CASE IN ACCORDANCE

5

WITH APPLICABLE SECURITIES LAWS OF ANY U.S. STATE OR ANY OTHER APPLICABLE JURISDICTION.

8.We acknowledge that the Issuers and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements and agrees that, if any representations, warranties, acknowledgements and agreements deemed to have been made by us are no longer accurate, we shall promptly notify the Issuers.

9.If we are acquiring any of the Notes as a fiduciary or agent for one or more investor accounts, we represent that we have sole investment discretion with respect to each such account and we have full power to make the foregoing representations, warranties, acknowledgements and agreements on behalf of each such investor account.

10.Upon purchase, the Notes would be registered in the name of the undersigned:

Name:

Address:

Taxpayer ID Number

THIS LETTER 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 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).

[signature page follows]

6

You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

Name of Accredited Investor
By:
	Name:
	Title:

Dated:             , 20[   ]

7

EXHIBIT E
FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT
GUARANTORS

Supplemental Indenture (this “Supplemental Indenture”), dated as of        , among  (i) Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BB, 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)                               , a subsidiary of the Issuers (the “Guaranteeing Subsidiary”), and (iii) 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 9.000% Senior Secured Notes due 2012 (the “Notes”);

WHEREAS, 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 Guarantor 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; and

WHEREAS, pursuant to Section 9.3 of the Indenture, the Trustee is authorized to execute and deliver this 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 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 Subsidiary jointly and severally, irrevocably and unconditionally guarantees on a senior secured basis to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that:  (i) (A) the principal of and premium, if any, and Interest (and Liquidated

1

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 Subisidiary, subject to certain exceptions and limitations more fully set forth in the Indenture and Collateral Agreements.

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

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

4.NEW YORK LAW TO GOVERN.  THIS 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.

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

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

[signature pages follow]

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

Issuers:
	Virgin River Casino Corporation
	By:
		Name:
		Title:
	RBG, LLC
	By:
		Name:
		Title:
	B & BB, Inc.
	By:
		Name:
		Title:

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Guaranteeing Subsidiary:
	[Name]
	By:
		Name:
		Title:
Trustee:
	The Bank of New York Trust Company, N.A.
	By:
		Name:
		Title:

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EXHIBIT F

FORM OF INTERCREDITOR AGREEMENT

[attached]

EX-2.4

Exhibit 2.4

VIRGIN RIVER CASINO CORPORATION,

RBG, LLC
and B&BB, INC.

(as Issuers)

$66,000,000 Aggregate Principal Amount at Maturity
12.750% Senior Subordinated Discount Notes due 2013

INDENTURE

Dated as of December 20, 2004

THE BANK OF NEW YORK TRUST COMPANY, N.A.

(as Trustee)

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.1	Definitions	1
Section 1.2	Other Definitions	33
Section 1.3	Incorporation by Reference of Trust Indenture Act	34
Section 1.4	Rules of Construction	35
ARTICLE II THE NOTES
Section 2.1	Form and Dating	35
Section 2.2	Execution and Authentication	36
Section 2.3	Registrar, Paying Agent and Depositary	37
Section 2.4	Paying Agent to Hold Money in Trust	37
Section 2.5	Holder Lists	37
Section 2.6	Transfer and Exchange	38
Section 2.7	Replacement Notes	53
Section 2.8	Outstanding Notes	53
Section 2.9	Treasury Notes	54
Section 2.10	Temporary Notes	54
Section 2.11	Cancellation	54
Section 2.12	Defaulted Interest	55
Section 2.13	CUSIP Numbers	56
Section 2.14	Issuance of Additional Notes	56
ARTICLE III REDEMPTION
Section 3.1	Notices to Trustee	56
Section 3.2	Selection of Notes to Be Redeemed	56
Section 3.3	Notice of Redemption	57
Section 3.4	Effect of Notice of Redemption	58
Section 3.5	Deposit of Redemption Price	58
Section 3.6	Notes Redeemed in Part	59
Section 3.7	Optional Redemption	59
Section 3.8	No Mandatory Redemption	60
Section 3.9	Regulatory Redemption	60

ARTICLE IV COVENANTS
Section 4.1	Payment of Notes	60
Section 4.2	Maintenance of Office or Agency	61
Section 4.3	Commission Reports and Reports to Holders	61
Section 4.4	Compliance Certificate	62
Section 4.5	Taxes	62
Section 4.6	Stay, Extension and Usury Laws	63
Section 4.7	Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock	63
Section 4.8	Limitation on Liens Securing Indebtedness	64
Section 4.9	Limitation on Restricted Payments	64
Section 4.10	Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries	68
Section 4.11	Limitations on Layering Indebtedness	69
Section 4.12	Limitation on Transactions with Affiliates	69
Section 4.13	Limitation on Sale Of Assets And Subsidiary Stock	70
Section 4.14	Repurchase of Notes at the Option of the Holder Upon a Change of Control	73
Section 4.15	Subsidiary Guarantors	76
Section 4.16	Limitation on Status as Investment Company	76
Section 4.17	Maintenance of Properties and Insurance	76
Section 4.18	Corporate Existence	77
Section 4.19	Limitation on Lines of Business	77
Section 4.20	Rule 144A Information	77
Section 4.21	[Intentionally Omitted]	77
Section 4.22	Joint and Several Obligations of the Issuers; Reimbursement	77
Section 4.23	Liquidated Damages Notice	78
Section 4.24	Calculation of Original Issue Discount	79
ARTICLE V MERGER AND SUCCESSORS
Section 5.1	Limitation on Merger, Sale or Consolidation	79
Section 5.2	Successor Corporation Substituted	80
ARTICLE VI DEFAULTS AND REMEDIES
Section 6.1	Events of Default	80

ii

Section 6.2	Acceleration	83
Section 6.3	Other Remedies	83
Section 6.4	Waiver of Defaults	84
Section 6.5	Control by Majority	84
Section 6.6	Limitation on Suits	84
Section 6.7	Rights of Holders of Notes to Receive Payment	85
Section 6.8	Collection Suit by Trustee	85
Section 6.9	Trustee May File Proofs of Claim	85
Section 6.10	Priorities	86
Section 6.11	Undertaking for Costs	86
ARTICLE VII TRUSTEE
Section 7.1	Duties of Trustee	87
Section 7.2	Rights of Trustee	88
Section 7.3	Individual Rights of Trustee	89
Section 7.4	Trustee’s Disclaimer	90
Section 7.5	Notice of Defaults	90
Section 7.6	Reports by Trustee to Holders of the Notes	90
Section 7.7	Compensation and Indemnity	90
Section 7.8	Replacement of Trustee	91
Section 7.9	Successor Trustee by Merger, etc.	92
Section 7.10	Eligibility; Disqualification	93
Section 7.11	Preferential Collection of Claims Against Issuer	93
ARTICLE VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.1	Option to Effect Legal Defeasance or Covenant Defeasance	93
Section 8.2	Legal Defeasance	93
Section 8.3	Covenant Defeasance	94
Section 8.4	Conditions to Legal or Covenant Defeasance	94
Section 8.5	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	96
Section 8.6	Repayment to Issuers	96
Section 8.7	Reinstatement	97
Section 8.8	Satisfaction and Discharge	97

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ARTICLE IX AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.1	With Consent of Holders of a Majority	98
Section 9.2	With Consent of All Affected Holders of Notes	99
Section 9.3	Without Consent of Holders of Notes	100
Section 9.4	Consent Payment; Supplemental Indentures	101
Section 9.5	Revocation and Effect of Consents	101
Section 9.6	Notation on or Exchange of Notes	102
Section 9.7	Trustee to Sign Amendments, etc.	102
Section 9.8	Compliance with Trust Indenture Act	103
ARTICLE X SUBORDINATION
Section 10.1	Agreement to Subordinate	103
Section 10.2	Liquidation; Dissolution; Bankruptcy	103
Section 10.3	Default on Designated Senior Debt	104
Section 10.4	Acceleration of Notes	105
Section 10.5	When Distribution Must Be Paid Over	105
Section 10.6	Notice by the Issuers	106
Section 10.7	Subrogation	106
Section 10.8	Relative Rights	106
Section 10.9	Subordination May Not Be Impaired by the Issuers or Guarantors	107
Section 10.10	Distribution or Notice to Representative	107
Section 10.11	Rights of Trustee and Paying Agent	107
Section 10.12	Authorization to Effect Subordination	108
Section 10.13	Amendments	108
Section 10.14	Trustee Not Fiduciary for Holders of Senior Debt	108
Section 10.15	Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights	108
ARTICLE XI GUARANTEES
Section 11.1	Guarantees	108
Section 11.2	Execution and Delivery of Guarantees	110
Section 11.3	Guarantors May Consolidate, etc., on Certain Terms	110
Section 11.4	Guarantee by Future Subsidiaries	112
Section 11.5	Release of Guarantors	112

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Section 11.6	Limitation of Guarantor’s Liability; Certain Bankruptcy Events	113
Section 11.7	Application of Certain Terms and Provisions to the Guarantors	113
ARTICLE XII MISCELLANEOUS
Section 12.1	Trust Indenture Act Controls	114
Section 12.2	Notices	114
Section 12.3	Communication by Holders of Notes with Other Holders of Notes	115
Section 12.4	Certificate and Opinion as to Conditions Precedent	115
Section 12.5	Statements Required in Certificate or Opinion	116
Section 12.6	Rules by Trustee and Agents	116
Section 12.7	No Personal Liability of Directors, Officers, Employees and Stockholders	116
Section 12.8	GOVERNING LAW; WAIVER OF JURY TRIAL	117
Section 12.9	No Adverse Interpretation of Other Agreements	117
Section 12.10	Successors	117
Section 12.11	Severability	117
Section 12.12	Counterpart Originals	117
Section 12.13	Table of Contents, Headings, Etc.	118
Section 12.14	Force Majeure	118

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EXHIBITS
EXHIBIT A	FORM OF NOTE
EXHIBIT B	FORM OF CERTIFICATE OF TRANSFER
EXHIBIT C	FORM OF CERTIFICATE OF EXCHANGE
EXHIBIT D	FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
EXHIBIT E	FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS

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CROSS-REFERENCE TABLE*

TIA Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.8; 7.10
(b)	7.8; 7.10; 12.2
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.5
(b)	12.3
(c)	12.3
313(a)	7.6
(b)(1)	N.A.
(b)(2)	7.6, 7.7
(c)	7.5, 7.6; 12.2
(d)	7.6
314(a)	4.3; 4.4; 12.2
(b)	N.A.
(c)(1)	12.4
(c)(2)	12.4
(c)(3)	N.A.
(d)	10.5
(e)	12.5
(f)	N.A.
315(a)	7.1(b)
(b)	7.5; 12.2
(c)	7.1(a)
(d)	7.1(c)
(e)	6.11
316(a)(last sentence)	2.9
(a)(1)(A)	6.5
(a)(1)(B)	6.4
(a)(2)	N.A.
(b)	6.7
(c)	6.3
317(a)(1)	6.8
(a)(2)	6.9
(b)	2.4
318(a)	12.1

*          This Cross-Reference table shall not, for any purpose, be deemed to be part of this Indenture.

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TIA Section	Indenture Section
(c)	12.1

*  N.A. means not applicable

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INDENTURE, dated as of December 20, 2004, among Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BB, 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 this Indenture), the Guarantors (as defined herein), and The Bank of New York Trust Company, N.A., a national banking association (the “Trustee”).

Each party agrees as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the 12.750%Series A Senior Subordinated Discount Notes due 2013 (the “Series A Notes”) and the 12.750% Series B Senior Subordinated Discount Notes due 2013 (the “Series B Notes,” and together with the Series A Notes, the “Notes”):

ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1Definitions

“144A Global Note” means one or more Global Notes bearing the Private Placement Legend that shall be issued in an aggregate amount of denominations equal in total to the outstanding principal amount at maturity of the Notes sold in reliance on Rule 144A.

“501 Global Note” means one or more Global Notes bearing the Private Placement Legend that shall be issued in an aggregate amount of denominations equal in total to the outstanding principal amount at maturity of the Notes sold to institutional “accredited investors” within the meaning of Rule 501(a)(1), (2), (3), or (7) under the Securities Act.

“Accreted Value” means, as of any date (the “Specified Date”), the amount provided below for each $1,000 stated principal amount at maturity of Notes:

(1)if the Specified Date occurs on one of the following dates (each, a “Semi-Annual Accrual Date”), the Accreted Value will equal the amount set forth below for such Semi-Annual Accrual Date:

Semi-Annual Accrual Date	Accreted Value
July 15, 2005	$	648.82
January 15, 2006	$	690.18
July 15, 2006	$	734.18
January 15, 2007	$	789.98
July 15, 2007	$	830.77
January 15, 2008	$	883.73
July 15, 2008	$	940.07
January 15, 2009	$	1,000.00

(2)if the Specified Date occurs before the first Semi-Annual Accrual Date, the Accreted Value will equal the sum of (A) the original issue price of a Note and (B) an amount equal to the product of (x) the Accreted Value for the first Semi-Annual Accrual Date less such original issue price, multiplied by (y) a fraction, the numerator of which is the number of days from the Issue Date to the Specified Date, using a 360-day year consisting of twelve 30-day months, and the denominator of which is the number of days from the Issue Date to the first Semi-Annual Accrual Date, using a 360-day year consisting of twelve 30-day months;

(3)if the Specified Date occurs between two Semi-Annual Accrual Dates, the Accreted Value will equal the sum of (A) the Accreted Value for the Semi-Annual Accrual Date immediately preceding such Specified Date and (B) an amount equal to the product of (x) the Accreted Value for the immediately following Semi-Annual Accrual Date less the Accreted Value for the immediately preceding Semi-Annual Accrual Date, multiplied by (y) a fraction, the numerator of which is the number of days from the immediately preceding Semi-Annual Accrual Date to the Specified Date, using a 360-day year consisting of twelve 30-day months, and the denominator of which is 180; or

(4)if the Specified Date occurs after the last Semi-Annual Accrual Date, the Accreted Value will equal $1,000.

 “Accrued Bankruptcy Interest” means, with respect to any Indebtedness, all interest accruing thereon after the filing of a petition by or against the Issuers or any of the Subsidiaries or any parent under any Bankruptcy Law, in accordance with and at the rate (including any rate applicable upon any default or event of default, to the extent lawful) specified in the documents evidencing or governing such Indebtedness, whether or not the claim for such interest is allowed as a claim after such filing in any proceeding under such Bankruptcy Law.

“Acquired Indebtedness” means Indebtedness of any Person existing at the time such Person becomes a Subsidiary, including by designation, or is merged or consolidated into or with one of the Issuers or one of the Subsidiaries.

“Acquisition” means the purchase or other acquisition of any Person or all or substantially all the assets of any Person by any other Person, whether by purchase, merger, consolidation, or other transfer, and whether or not for consideration.

“Additional Notes” means additional Notes which may be issued after the Issue Date pursuant to this Indenture (other than pursuant to an Exchange Offer or otherwise in exchange for or in replacement of outstanding Notes).  All references herein to “Notes” shall be deemed to include Additional Notes.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such

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specified Person.  For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean (a) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise or (b) beneficial ownership of 10% or more of the voting securities of such Person.  Notwithstanding the foregoing, “Affiliate” shall not include Wholly Owned Subsidiaries.

“Agent” means any Registrar, Paying Agent or co-registrar.

“Aggregate Previously Distributed Permitted Tax Distribution” means with respect to any taxable period or portion thereof the aggregate amount of Permitted Tax Distributions actually distributed under Section 4.9(b)(7) hereof.

“Applicable Capital Gain Tax Rate” means, with respect to any individual who is a resident in the State of Nevada for any period, the highest effective combined United States federal, state and local income tax applicable to net capital gain during such period.

“Applicable Income Tax Rate” means, with respect to any individual who is a resident in the State of Nevada for any period, the highest effective combined United States federal, state and local income tax applicable during such period.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange at the relevant time.

 “Available Permitted Tax Distribution” means the excess, if any, of (i) the Combined Permitted Tax Distribution over (ii) the Aggregate Previously Distributed Permitted Tax Distributions.

“Average Life” means, as of the date of determination, with respect to any security or instrument, the quotient obtained by dividing (1) the sum of the products (a) of the number of years from the date of determination to the date or dates of each successive scheduled principal (or redemption) payment of such security or instrument and (b) the amount of each such respective principal (or redemption) payment by (2) the sum of all such principal (or redemption) payments.

“Bankruptcy Code” means the United States Bankruptcy Code, codified at 11 U.S.C. § 101-1330, as amended.

“Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors.

“Beneficial Owner” or “beneficial owner” for purposes of the definitions of  “Change of Control” and “Affiliate” has the meaning attributed to it in Rules 13d-3 and 13d-5 under the Exchange Act (as in effect on the Issue Date).

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“Board of Directors” means, with respect to any Person, the board of directors of such Person (or if such Person is not a corporation, the equivalent board of managers or members or body performing similar functions for such Person) or any committee of the board of directors of such Person (or if such Person is not a corporation, any committee of the equivalent board of managers or members or body performing similar functions for such Person) authorized, with respect to any particular matter, to exercise the power of the board of directors of such Person (or if such Person is not a corporation, the equivalent board of managers or members or body performing similar functions for such Person).

“Broker-Dealer” means any broker-dealer that receives Exchange Notes for its own account in the Exchange Offer in exchange for Notes that were acquired by such broker-dealer as a result of market-making or other trading activities.

“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York, New York are authorized or obligated by law or other government action to close.

“Capital Contribution” means any contribution to the Issuers’ equity from one of the Issuers’ direct or indirect parents for which no consideration has been given other than the issuance of Qualified Capital Stock.

“Capital Stock” means, (i) with respect to any Person that is a corporation, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock issued by such Person, (ii) with respect to a Person that is a limited liability company, any and all membership interests in such Person, and (iii) with respect to any other Person, any and all partnership, joint venture or other equity interests of such Person.

“Capitalized Lease Obligation” means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

“Cash Equivalent” means:

(1)securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided, that the full faith and credit of the United States of America is pledged in support thereof),

(2)time deposits, certificates of deposit, bankers’ acceptances and commercial paper issued by the parent corporation of any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000,

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(3)commercial paper issued by others rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s,

(4)repurchase obligations with a term of not more than seven days for underlying securities of the types described in (1) and (2) above entered into with any financial institution meeting the qualifications specified in (2) above, or

(5)money market funds, substantially all of the assets of which constitute Cash Equivalents of the kinds described in (1) through (4) of this definition,

and in the case of each of (1), (2), and (3) of this definition maturing within one year after the date of acquisition.

“Clearstream” means Clearstream Banking Luxembourg, Société Anonyme, or any successor securities clearing agency.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commission” means the Securities and Exchange Commission.

“Combined Permitted Tax Distribution” means, with respect to any taxable period or portion thereof in which one or more Issuers is a Flow Through Entity, the amount of the Permitted Tax Distribution that would be permitted to be distributed as determined on the basis as if such Issuers, for the portion of such period that any particular Issuer continued to be a Flow Through Entity, constituted separate divisions of a single Flow Through Entity.

“consolidated” means, with respect to the Issuers, the combination 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.

“Consolidated Coverage Ratio” of any specified Person or Persons on any specified date of determination (the “Transaction Date”) means the ratio, on a pro forma basis, of (a) the aggregate amount of Consolidated EBITDA of such Person attributable to continuing operations and businesses (exclusive of amounts attributable to operations and businesses permanently discontinued or disposed of) for the Reference Period to (b) the aggregate Consolidated Fixed Charges of such Person (exclusive of amounts attributable to operations and businesses permanently discontinued or disposed of, but only to the extent that the obligations giving rise to such Consolidated Fixed Charges would no longer be obligations contributing to such Person’s Consolidated Fixed Charges subsequent to the Transaction Date) during the Reference Period; provided, that for purposes of such calculation:

(1)Acquisitions which occurred during the Reference Period or subsequent to the Reference Period and on or prior to the Transaction Date shall be

5

given pro forma effect as if they had occurred on the first day of the Reference Period,

(2)transactions giving rise to the need to calculate the Consolidated Coverage Ratio shall be assumed to have occurred on the first day of the Reference Period,

(3)the incurrence of any Indebtedness (including issuance of any Disqualified Capital Stock) during the Reference Period or subsequent to the Reference Period and on or prior to the Transaction Date (and the application of the proceeds therefrom to the extent used to refinance or retire other Indebtedness (other than Indebtedness incurred under any revolving credit agreement or similar facility)) shall be given pro forma effect as if it had occurred on the first day of the Reference Period, and

(4)the Consolidated Fixed Charges of such Person attributable to interest on any Indebtedness or dividends on any Disqualified Capital Stock bearing a floating interest (or dividend) rate shall be computed on a pro forma basis as if the average rate in effect from the beginning of the Reference Period to the Transaction Date had been the applicable rate for the entire period, provided, that if such Person or any of the Subsidiaries is a party to an Interest Swap or Hedging Obligation (which shall remain in effect for the 12-month period immediately following the Transaction Date) that has the effect of fixing the interest rate on the date of computation, then such rate (whether higher or lower) shall be used.

“Consolidated EBITDA” means, with respect to any specified Person or Persons for any specified period, the Consolidated Net Income of such Person for such period adjusted to add thereto (to the extent deducted for purposes of determining Consolidated Net Income), without duplication, the sum of:

(1)consolidated income tax expense and the amount of Permitted Tax Distributions subtracted from net income in the determination of the Consolidated Net Income of such Person for such period,

(2)consolidated depreciation and amortization expense,

(3)Consolidated Fixed Charges, and

(4)all other non-cash charges reducing Consolidated Net Income for such period but excluding non-cash charges that require an accrual of or a reserve for cash charges for any future periods and normally occurring accruals such as reserves for accounts receivable, and

less the amount of all cash payments made by such Person or any of the Subsidiaries during such period to the extent such payments relate to non-cash charges that were added back in determining Consolidated EBITDA for such period or any prior period; provided, that consolidated income tax expense and depreciation and amortization

6

of a Subsidiary that is a less than Wholly Owned Subsidiary shall only be added to the extent of the Issuers’ equity interest in such Subsidiary.

“Consolidated Fixed Charges” means, with respect to any specified Person or Persons for any specified period, the aggregate amount (without duplication and determined in each case in accordance with GAAP) of:

(a)interest expensed or capitalized, paid, accrued, or scheduled to be paid or accrued (including, in accordance with the following sentence, interest attributable to Capitalized Lease Obligations) of such Person and its Consolidated Subsidiaries during such period, including (1) original issue discount and non-cash interest payments or accruals on any Indebtedness, (2) the interest portion of all deferred payment obligations, and (3) all commissions, discounts and other fees and charges owed with respect to bankers’ acceptances and letters of credit financings and currency and Interest Swap and Hedging Obligations, in each case to the extent attributable to such period, and

(b)the product of (i) the amount of dividends accrued or payable (or guaranteed) by such Person or any of its Consolidated Subsidiaries in respect of Preferred Stock (other than by Subsidiaries to the Issuers or to the Wholly Owned Subsidiaries) times (ii) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated United States federal, state and local income tax rate of such Person, expressed as a decimal (as estimated in good faith by the Issuers).

For purposes of this definition, (x) interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined in reasonable good faith by the Issuers to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP and (y) interest expense attributable to any Indebtedness represented by the guarantee by such Person or a Subsidiary of such Person of an obligation of another Person shall be deemed to be the interest expense attributable to the Indebtedness guaranteed.

Notwithstanding the foregoing, in calculating the Debt Incurrence Ratio solely for purposes of clause (2) of Section 4.9(a) hereof, Consolidated Fixed Charges shall not include original issue discount or non-cash interest payments or accruals on the Notes.

“Consolidated Net Income” means, with respect to any specified Person or Persons for any specified period, the net income (or loss) of such specified Person and its Consolidated Subsidiaries (determined on a consolidated basis in accordance with GAAP) for such period reduced by the maximum amount of Permitted Tax Distributions attributable to such net income for such period, adjusted to exclude (only to the extent included in computing such net income (or loss) and without duplication):

7

(a)all gains and losses which are either extraordinary (as determined in accordance with GAAP) or are unusual and nonrecurring (including any gain or loss from the sale or other disposition of assets outside the ordinary course of business or from the issuance or sale of any Capital Stock),

(b)the net income, if positive, of any Person, other than a Consolidated Subsidiary, in which such specified Person or any of its Consolidated Subsidiaries has an interest, except to the extent of the amount of any dividends or distributions actually paid in cash to such Person or a Consolidated Subsidiary of such Person during such period, but in any case not in excess of such specified Person’s pro rata share of such specified Person’s net income for such period,

(c)the net income, if positive, of any of such specified Person’s Consolidated Subsidiaries to the extent that the declaration or payment of dividends or similar distributions is not at the time permitted by operation of the terms of its charter or bylaws or any other agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Consolidated Subsidiary, and

(d)the net income of, and all dividends and distributions from, any Unrestricted Subsidiary.

“Consolidated Net Worth” of any Person at any date means the aggregate consolidated stockholders’ equity of such Person (including amounts of equity attributable to Preferred Stock) and its Consolidated Subsidiaries, as would be shown on the consolidated balance sheet of such Person prepared in accordance with GAAP, adjusted to exclude (to the extent included in calculating such equity) the amount of any such stockholders’ equity attributable to Disqualified Capital Stock or treasury stock of such Person and its Consolidated Subsidiaries

“Consolidated Subsidiary” means, for any Person, each Subsidiary of such Person (whether now existing or hereafter created or acquired) the financial statements of which are consolidated for financial statement reporting purposes with the financial statements of such Person in accordance with GAAP.

“Continuing Director” means during any period of 24 consecutive months after the Issue Date, individuals who at the beginning of any such 24-month period constituted the applicable Issuer’s Board of Directors (together with any new directors whose election by such Issuer’s Board of Directors or whose nomination for election by such Issuer’s shareholders was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved, including new directors designated in or provided for in an agreement regarding the merger, consolidation or sale, transfer or other conveyance, of all or substantially all of such Issuer’s assets, if such agreement was approved by a vote of such majority of directors).

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“contractually subordinated” means subordinated in right of payment by its terms or the terms of any document or instrument or instrument relating thereto.  For the avoidance of doubt, unsecured Indebtedness is not “contractually subordinated” to secured Indebtedness and a junior Lien on any assets securing Indebtedness does not render such Indebtedness “contractually subordinated” to Indebtedness that is secured by a senior Lien on such assets.

“Corporate Trust Office” means the principal office of the Trustee at which at any time its corporate trust business shall be principally administered, which office at the date hereof is located at The Bank of New York Trust Company, N.A., 700 South Flower Street, Suite 500, Los Angeles, California 90017, Attention:  Corporate Trust Administration, or such other address as the Trustee may designate from time to time by notice to the Holders and the Issuers, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Issuers).

“Credit Agreement” means the Credit Agreement to be entered into, as of the Issue Date, by the Issuers with Wells Fargo Foothill, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, as such credit agreement and/or related documents may be amended, restated, supplemented, renewed, replaced or otherwise modified from time to time whether or not with the same agent, trustee, representative lenders or holders, and, subject to the proviso to the next succeeding sentence, irrespective of any changes in the terms and conditions thereof.  Without limiting the generality of the foregoing, the term “Credit Agreement” shall include any amendment, amendment and restatement, renewal, extension, restructuring, supplement or modification to any Credit Agreement and all refundings, refinancings and replacements of any Credit Agreement with another credit agreement, including any credit agreement:

(1)extending the maturity of any Indebtedness incurred thereunder or contemplated thereby,

(2)adding or deleting borrowers or guarantors thereunder, so long as borrowers and issuers include one or more of the Issuers and the Subsidiaries and their respective successors and assigns,

(3)increasing the amount of Indebtedness incurred thereunder or available to be borrowed thereunder; provided, that on the date such Indebtedness is incurred it would not be prohibited by Section 4.7 hereof, or

(4)otherwise altering the terms and conditions thereof in a manner not prohibited by the terms of this Indenture.

“Credit Facility Basket” has the meaning set forth in Section 4.7(b) hereof.

“Debt Incurrence Ratio” has the meaning set forth in Section 4.7(a)(2) hereof.

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“Default” means any event that is or with the passage of time or the giving of notice or both would be an Event of Default.

“Definitive Note” means one or more certificated Notes registered in the name of the Holder thereof and issued in accordance with Section 2.6 hereof, substantially in the form of Exhibit A hereto except that such Note shall not include the information called for by footnotes 3 and 4 thereof.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.3 hereof as the Depositary with respect to the Notes, until a successor will have been appointed and become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” will mean or include such successor.

“Designated Senior Debt” means:

(1)any Indebtedness outstanding under the Credit Agreement;

(2)Indebtedness under any outstanding Senior Secured Notes and Senior Secured Note Guarantees; and

(3)after payment in full of the Indebtedness referred to in clauses (1) and (2) of this definition, any other Senior Debt of the Issuers or the Guarantors permitted to be incurred under this Indenture that, at the date of determination, has an aggregate principal amount outstanding of at least $25.0 million and has been specifically designated by the Issuers in the instrument evidencing or governing such Senior Debt as “Designated Senior Debt” for purposes of this Indenture.

“Disqualified Capital Stock” means with respect to any Person, any Equity Interest of such Person that, by its terms or by the terms of any security into which it is convertible, exercisable or exchangeable, is, or upon the happening of an event or the passage of time or both would be, required to be redeemed or repurchased, including at the option of the holder thereof, by such Person or any of the Subsidiaries, in whole or in part, on or prior to 91 days following the Stated Maturity of the Notes.  Notwithstanding the foregoing, any Equity Interests that would constitute Disqualified Capital Stock solely because the holders thereof have the right to require the Issuers to repurchase such Equity Interests upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Capital Stock if the terms of such Equity Interests provide that the Issuers may not repurchase or redeem any such Equity Interests pursuant to such provisions prior to the Issuers’ purchase of the Notes as are required to be purchased pursuant to the provisions of this Indenture as described in Sections 4.13 and 4.14 hereof.

“Distribution Compliance Period” means the 40-day restricted period as defined in Regulation S.

“DTC” means The Depository Trust Company and any successor thereto.

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“Equity Holder” means (a) with respect to a corporation, each holder of stock of such corporation, (b) with respect to a limited liability company or similar entity, each member of such limited liability company or similar entity, (c) with respect to a partnership, each partner of such partnership, (d) with respect to any entity described in clause (a)(iv) of the definition of “Flow Through Entity,” the owner of such entity, and (e) with respect to a trust described in clause (a)(v) of the definition of “Flow Through Entity,” an owner thereof.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system, or any successor securities clearing agency.

“Event of Loss” means, with respect to any property or asset, (1) any loss, destruction or damage of such property or asset, (2) any condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such property or asset, or confiscation or requisition of the use of such property or asset or (3) any settlement in lieu of clause (2) above.

“Excess Cash Distribution Amount for Taxes” means the excess of (x) the aggregate actual cash distributions received by the Issuers or a Subsidiary from all Flow Through Entities that are not Subsidiaries during the period commencing with the Issue Date and continuing to and including the date on which a proposed Permitted Tax Distribution is to be made under Section 4.9(b)(7) hereof over (y) the aggregate amount of such cash distributions described in the immediately preceding clause (x) that have already been taken into account for purposes of making (I) Permitted Tax Distributions previously made and which was attributable to a Flow Through Entity that was not a Subsidiary at the time such Permitted Tax Distribution was made plus (II) Restricted Payments permitted by clause (A) or (D) of Section 4.9(a)(3) hereof (treating such cash distributions described in this clause (y)(II) as used to make a Restricted Payment during such period only to the extent that in such period, the total amount of Restricted Payments actually made during such period exceeded the excess of (m) the total amount of Restricted Payments permitted to be made in such period over (n) the amount of such cash distributions described in the immediately preceding clause (x) that were actually received by the Issuers or a Subsidiary during such period and that were not previously used to make a Permitted Tax Distribution.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Exchange Notes” means the Series B Notes, issued pursuant to an Exchange Offer and identical in all respects to the Series A Notes (including with respect to the Guarantees), except (i) that such securities shall have been registered pursuant to an effective registration statement under the Securities Act, (ii) that such securities shall not contain a restrictive legend thereon, (iii) that such securities shall not contain provisions

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relating to the accrual or payment of Liquidated Damages and (iv) Interest on each Exchange Note shall accrue from the last Interest Payment Date on which Interest was paid on the Notes surrendered in exchange therefor or, if no Interest has been paid on the Notes, from the Issue Date of the Notes.

“Exchange Offer” means an offer that may be made by the Issuers pursuant to the Registration Rights Agreement to exchange Exchange Notes for Series A Notes.

“Exchange Offer Registration Statement” shall have the meaning set forth in the Registration Rights Agreement.

“Excluded Foreign Subsidiary” means any Foreign Subsidiary that is either (i) treated for United States federal tax purposes as a corporation or (ii) any entity owned directly or indirectly by another Foreign Subsidiary that is treated for United States federal tax purposes as a corporation.

“Exempted Affiliate Transaction” means:

(a)reasonable and customary compensation arrangements provided for the benefit of any director, officer or employee of the Issuers or any Subsidiary, in each case entered into in the ordinary course of business and for services provided to the Issuer or such Subsidiary, respectively, as determined in good faith by the Board of Directors of the applicable Issuer,

(b)dividends permitted under the terms of Section 4.9 hereof and payable, in form and amount, on a pro rata basis to all holders of the Issuers’ common stock or common membership interests, as applicable,

(c)transactions solely between or among the Issuers and any of the Consolidated Subsidiaries that are Guarantors or solely among the Consolidated Subsidiaries that are Guarantors, and

(d)payment of management fees permitted by Section 4.9(b)(6) hereof.

“Existing Indebtedness” means the Indebtedness of the Issuers and the Subsidiaries (other than Indebtedness under the Credit Agreement, the Senior Secured Notes and the Senior Secured Note Guarantees) in existence on the Issue Date (after giving effect to the transactions contemplated hereby), reduced to the extent such amounts are repaid, refinanced or retired.

“Existing Stockholders”means (i) Robert R. Black, Sr., (ii) any trust, corporation, partnership or other entity controlled by Robert R. Black, Sr. and members of the immediate family of Robert R. Black, Sr. or (iii) any partnership the sole general partners of which consist solely of Robert R. Black, Sr., any entity referred to in clause (ii) above and members of the immediate family of Robert R. Black, Sr.

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“FF&E” means furniture, fixtures and equipment (including Gaming Equipment) acquired by the Issuers and the Subsidiaries in the ordinary course of business for use in the Issuers’ or the Subsidiaries’ business operations.

“FF&E Financing” means Indebtedness, the proceeds of which are used solely by the Issuers and the Subsidiaries (and concurrently with the incurrence of such Indebtedness) to acquire or lease or improve or refinance, respectively, FF&E; provided, that (x) the principal amount of such FF&E Financing does not exceed the cost (including sales and excise taxes, installation and delivery charges, capitalized interest and other direct fees, costs and expenses) of the FF&E purchased or leased with the proceeds thereof or the cost of such improvements, as the case may be, and (y) such FF&E Financing is secured only by the assets so financed and assets which, immediately prior to the incurrence of such FF&E Financing, secured other Indebtedness of the Issuers and the Subsidiaries (to the extent such other Indebtedness and the Liens securing such other Indebtedness are permitted under this Indenture) to the lender of such FF&E Financing.

“Flow Through Entity” means an entity that (a) for United States federal income tax purposes constitutes (i) an “S” corporation (as defined in section 1361(a) of the Code), (ii) a “qualified subchapter S subsidiary” (as defined in section 1361(b)(3)(B) of the Code), (iii) a “partnership” (within the meaning of section 7701(a)(2) of the Code) other than a “publicly traded partnership” (as defined in section 7704 of the Code), (iv) an entity that is disregarded as an entity separate from its owner under the Code, the Treasury regulations or any published administrative guidance of the Internal Revenue Service, or (v) a trust, the income of which is includible in the taxable income of the grantor or another person under sections 671 through 679 of the Code (the entities described in the immediately preceding clauses (i), (ii), (iii), (iv) and (v), a “Federal Flow Through Entity”) and (b) for state and local jurisdictions in respect of which Permitted Tax Distributions are being made, is subject to treatment on a basis under applicable state or local income tax law substantially similar to a Federal Flow Through Entity.

“Foreign Subsidiary” means any Subsidiary which (i) is not organized under the laws of the United States, any state thereof or the District of Columbia and (ii) conducts substantially all of its business operations outside the United States of America.

“GAAP” means United States generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession in the United States as in effect from time to time.

“Gaming Authorities” means any agency, authority, board, bureau, commission, department, office or instrumentality of any nature whatsoever of the United States federal government, any foreign government, any state, province or city or other political subdivision or otherwise, whether now or hereafter existing, or any officer or official thereof, including, without limitation, the Nevada Gaming Commission, the Nevada State Gaming Control Board, the Clark County Liquor and Gaming Licensing Board, the City

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of Mesquite and any other agency, in each case, with authority to regulate any gaming operation (or proposed gaming operation) owned, managed or operated by the Issuers or any of the Subsidiaries.

“Gaming Equipment” means slot machines, video poker machines, and all other gaming equipment and related signage, accessories and peripheral equipment.

“Gaming FF&E Financing” means FF&E Financing, the proceeds of which are used solely by the Issuers and the Subsidiaries to acquire or lease FF&E that constitutes Gaming Equipment.

“Gaming Licenses” means every material license, material franchise, material registration, material qualification, findings of suitability or other material approval or authorization required to own, lease, operate or otherwise conduct or manage gaming activities in any state or jurisdiction in which the Issuers or any of the Subsidiaries conducts business (including, without limitation, all such licenses granted by the Gaming Authorities), and all applicable liquor and tobacco licenses.

“Global Notes” means one or more Notes in the form of Exhibit A hereto that includes the information referred to in footnotes 3 and 4 to the form of Note, attached hereto as Exhibit A, issued under this Indenture, that is deposited with or on behalf of and registered in the name of the Depositary or its nominee.

“Global Note Legend” means the legend set forth in Section 2.6(g)(2) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Guarantor” means each of the present and future Subsidiaries that at the time are guarantors of the Notes in accordance with this Indenture.

“guaranty” or “guarantee,” used as a noun, means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness.  The term “guarantee” or “guaranty,” used as a verb, has a corresponding meaning.  When used with respect to the Notes, a “Guarantee” means a guarantee by any of the Guarantors of the Notes, in accordance with Article XI hereof.

“Holder” means the Person in whose name a Note is registered in the register of the Notes.

“Indebtedness” of any specified Person means, without duplication,

(a)all liabilities and obligations, contingent or otherwise, of such specified Person, to the extent such liabilities and obligations would appear as a liability upon the consolidated balance sheet of such specified Person in accordance with GAAP, (1) in respect of borrowed money (whether or not the recourse of the lender is to the whole of the assets of such specified Person or only to a portion thereof), (2) evidenced by bonds, notes,

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debentures or similar instruments, (3) representing the balance deferred and unpaid of the purchase price of any property or services, except (other than accounts payable or other obligations to trade creditors which have remained unpaid for greater than 60 days past their original due date) those incurred in the ordinary course of its business that would constitute ordinarily a trade payable to trade creditors;

(b)all liabilities and obligations, contingent or otherwise, of such specified Person (1) evidenced by bankers’ acceptances or similar instruments issued or accepted by banks, (2) relating to any Capitalized Lease Obligation, or (3) evidenced by a letter of credit or a reimbursement obligation of such specified Person with respect to any letter of credit;

(c)all net obligations of such specified Person under Interest Swap and Hedging Obligations;

(d)all liabilities and obligations of others of the kind described in any of the preceding clauses (a), (b) and (c) that such specified Person has guaranteed or provided credit support or that are otherwise its legal liability or that are secured by any assets or property of such specified Person;

(e)any and all deferrals, renewals, extensions, refinancing and refundings (whether direct or indirect) of, or amendments, modifications or supplements to, any liability of the kind described in any of the preceding clauses (a), (b), (c) or (d), or this clause (e), whether or not between or among the same parties; and

(f)all Disqualified Capital Stock of such specified Person (measured at the greater of its voluntary or involuntary maximum fixed repurchase price, including accrued and unpaid dividends).

For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined in reasonable good faith by the Board of Directors of the issuer of such Disqualified Capital Stock.

The amount of any Indebtedness outstanding as of any date shall be (1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount, but the accretion of original issue discount in accordance with the original terms of Indebtedness issued with an original issue discount will not be deemed to be an incurrence and (2) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

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“Indenture” means this Indenture, as amended or supplemented from time to time in accordance with the terms hereof.

“Indirect Participant” means an entity that, with respect to DTC, clears through or maintains a direct or indirect, custodial relationship with a Participant.

“Initial Notes” means $66,000,000 aggregate principal amount at maturity of 12.750% Senior Subordinated Discount Notes due 2013 issued on the Issue Date.

“Initial Public Offering” means an initial underwritten public offering of (a) the Issuers’ common stock or (b) common stock of a holding company that wholly owns each of the Issuers, in each case for cash pursuant to an effective registration statement under the Securities Act following which the Issuers’ or such holding company’s, as the case may be, common stock is listed on a national securities exchange or quoted on the national market system of the Nasdaq Stock Market, Inc.

“Initial Purchaser” means the initial purchaser of the Series A Notes under the Purchase Agreement, dated December 10, 2004, with respect to the Series A Notes.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, which is not also a QIB.

 “Interest” means any cash interest accruing on the Notes.

“Interest Payment Date” means the stated due date of an installment of Interest on the Notes.

“Interest Record Date” means a Interest Record Date specified in the Notes, whether or not such date is a Business Day.

“Interest Swap and Hedging Obligation” means any obligation of any Person pursuant to any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate exchange agreement, currency exchange agreement, or any other agreement or arrangement designed to protect against fluctuations in interest rates, or currency values, including, without limitation, any arrangement whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a fixed or floating rate of interest on a stated notional amount in exchange for periodic payments made by such Person calculated by applying a fixed or floating rate of interest on the same notional amount.

“Investment” by any specified Person in any other Person (including an Affiliate) means (without duplication):

(a)the acquisition (whether by purchase, merger, consolidation or otherwise) by such specified Person (whether for cash, property, services, securities or otherwise) of Equity Interests, Capital Stock, bonds, notes, debentures, partnership or other ownership interests or other securities, including any

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options or warrants, of such other Person or any agreement to make any such acquisition;

(b)the making by such specified Person of any deposit with, or advance, loan or other extension of credit to, such other Person (including the purchase of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such other Person) or any commitment to make any such advance, loan or extension (but excluding accounts receivable, endorsements for collection or deposits arising in the ordinary course of business);

(c)other than guarantees of the Issuers’ Indebtedness or the Indebtedness of any Guarantor to the extent permitted by Section 4.7 hereof, the entering into by such specified Person of any guarantee of, or other credit support or contingent obligation with respect to, Indebtedness or other liability of such other Person;

(d)the making of any capital contribution by such specified Person to such other Person; and

(e)Investments described in the immediately following paragraph.

The Issuers shall be deemed to make an Investment in an amount equal to the fair market value of the net assets of any subsidiary of the Issuers (or, if neither the Issuers nor any of the Subsidiaries has theretofore made an Investment in such subsidiary, in an amount equal to the Investments being made), at the time that such subsidiary is designated an Unrestricted Subsidiary, and any property transferred to an Unrestricted Subsidiary from the Issuers or a Subsidiary shall be deemed an Investment valued at its fair market value at the time of such transfer.  The Issuers or any of the Subsidiaries shall be deemed to have made an Investment in a Person that is or was a Subsidiary or a Guarantor if, upon the issuance, sale or other disposition of any portion of the Issuers’ or any of the Subsidiary’s ownership in the Capital Stock of such Person, such Person ceases to be a Subsidiary or Guarantor, as applicable.  The fair market value of each Investment shall be measured at the time made or returned, as applicable.

“Issue Date” means the date of first issuance of the Notes under this Indenture.

“Junior Security” means any Qualified Capital Stock and any Indebtedness of the Issuers or a Guarantor, as applicable, that is contractually subordinated in right of payment to Senior Debt at least to the same extent as the Notes or the Guarantees, as applicable, and has no scheduled installment of principal due, by redemption, sinking fund payment or otherwise, on or prior to the Stated Maturity of the Notes.

 “Letter of Transmittal” means the letter of transmittal to be prepared by the Issuers and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

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“Lien” means, with respect to any asset, any mortgage, charge, pledge, lien (statutory or otherwise), privilege, security interest, hypothecation or other encumbrance upon or with respect to such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in any filing of or agreement to give any financing statement under the UCC (or equivalent statutes) of any jurisdiction, real or personal, movable or immovable, now owned or hereafter acquired.

“Liquidated Damages” means all liquidated damages then owing pursuant to the Registration Rights Agreement.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Net Cash Proceeds” means the aggregate amount of cash or Cash Equivalents received (a) by the Issuers in the case of a sale of Qualified Capital Stock and (b) by the Issuers and the Subsidiaries in respect of an Asset Sale or an Event of Loss (including, in the case of an Event of Loss, the insurance proceeds, but excluding any liability insurance proceeds payable to the Trustee for any loss, liability or expense incurred by it),

(1)plus, in the case of an issuance of Qualified Capital Stock upon any exercise, exchange or conversion of securities (including options, warrants, rights and convertible or exchangeable debt) of the Issuers that were issued for cash after the Issue Date, the amount of cash originally received by the Issuers upon the issuance of such securities (including options, warrants, rights and convertible or exchangeable debt),

(2)less, in each case, the sum of all payments, fees and commissions and reasonable and customary expenses (including, without limitation, legal counsel, accounting and investment banking fees and expenses but excluding costs and expenses payable to an Affiliate of the Issuers) incurred in connection with such Asset Sale or sale of Qualified Capital Stock or Event of Loss, and

(3)less, in the case of an Asset Sale or Event of Loss only, the sum of

(i)the amount (estimated reasonably and in good faith by the Issuers) of income, franchise, sales and other applicable taxes required to be paid by the Issuer or any of the Subsidiaries in connection with such Asset Sale or Event of Loss in the taxable year that such sale is consummated or such loss is incurred or in the immediately succeeding taxable year, the computation of which shall take into account the reduction in tax liability resulting from any available operating losses and net operating loss carryovers, tax credits and tax credit carryforwards, and similar tax attributes, plus

(ii)the amount of the marginal increase, if any, of the Permitted Tax Distribution directly attributable to such Asset Sale.

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“Non-U.S. Person” means any Person other than a U.S. Person.

“Notes Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

 “Obligation” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities and obligations payable under the documentation governing any Indebtedness, including, without limitation, interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable instrument governing or evidencing such Indebtedness and including, with respect to the Registration Rights Agreement, Liquidated Damages, if any.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant Secretary or any Vice President of such Person or any other Person designated by the Board of Directors of such Person and serving in a similar capacity.

“Officers’ Certificate” means the officers’ certificate to be delivered upon the occurrence of certain events as set forth in this Indenture, and to be executed by two Officers of each Issuer, one of whom shall be the principal executive officer, the principal financial officer or the principal accounting officer.

“Opinion of Counsel” means the opinion of counsel (subject to certain customary exceptions and assumptions) to be delivered upon the occurrence of certain events set forth in this Indenture (which Opinion of Counsel shall be an opinion from legal counsel). Such counsel may be an employee of or counsel to any of the Issuers or any Subsidiary.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to The Depository Trust Company, shall include Euroclear and Clearstream).

“Permitted C-Corp Conversion” means a transaction resulting in an Issuer becoming subject to tax under the Code as a corporation (a “C Corporation”); provided, that:

(1)the C Corporation resulting from such transaction, if a successor to such Issuer, (a) is a corporation, limited liability company or other entity organized and existing under the laws of any state of the United States or the District of Columbia, (b) assumes all of the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee and (c) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of such Issuer immediately preceding the transaction;

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(2)after giving effect to such transaction no Default or Event of Default exists;

(3)prior to the consummation of such transaction, such Issuer shall have delivered to the Trustee (a) an Opinion of Counsel reasonably acceptable to the Trustee to the effect that the holders of the outstanding Notes will not recognize income gain or loss for United States federal income tax purposes as a result of such Permitted C-Corp Conversion and will be subject to United States federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such Permitted C-Corp Conversion had not occurred and (b) an Officers’ Certificate as to compliance with all of the conditions set forth in paragraphs (1), (2) and (3)(a) above; and

(4)such transaction would not (a) result in the loss or suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with such loss, suspension or material impairment or (b) require any holder or beneficial owner of Notes to obtain a Gaming License or be qualified or found suitable under any applicable gaming laws.

“Permitted Indebtedness” means:

(a)Indebtedness evidenced by the Notes and the Guarantees issued pursuant to this Indenture up to the amounts being issued on the original Issue Date less any amounts repaid or retired;

(b)Indebtedness evidenced by the Senior Secured Notes and the Senior Secured Note Guarantees issued pursuant to the Senior Subordinated Note Indenture up to the amounts being issued on the original Issue Date less any amounts repaid or retired;

(c)Permitted Refinancing Indebtedness with respect to any Indebtedness (including Disqualified Capital Stock) described in clause (a) or (b) or incurred pursuant to the Debt Incurrence Ratio, or which was refinanced pursuant to this clause (c);

(d)FF&E Financing and Indebtedness represented by Capital Lease Obligations, mortgage financings or other Purchase Money Obligations; provided, that (1) no Indebtedness incurred under the Notes is utilized for the purchase or lease of assets financed with such FF&E Financing or such other Indebtedness, and (2) the aggregate principal amount of such Indebtedness (including any Permitted Refinancing Indebtedness and any other Indebtedness incurred to repay, redeem, discharge, retire, defease, refund, refinance or replace any Indebtedness incurred pursuant to this clause (d)) outstanding at any time pursuant to this clause (d), other than any Gaming FF&E Financing, does not exceed $2.5 million;

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(e)(i)            Indebtedness incurred by any Issuer that is owed to (borrowed from) any Guarantor, provided, that (x) such Indebtedness shall be unsecured and contractually subordinated in all respects to such Issuer’s obligations pursuant to the Notes and (y) any event that causes such Guarantor no longer to be a Guarantor (including by designation as an Unrestricted Subsidiary) shall be deemed to be a new incurrence by such Issuer of such Indebtedness and any guarantor thereof subject to Section 4.7 hereof,

(ii)Indebtedness incurred by any Guarantor that is owed to (borrowed from) any other Guarantor or any Issuer, provided, that (x) such Indebtedness shall be unsecured and contractually subordinated in all respects to such Guarantor’s obligations pursuant to such Guarantor’s Guarantee and (y) any event that causes the Guarantor lender no longer to be a Guarantor (including a designation as an Unrestricted Subsidiary) shall be deemed to be a new incurrence by such Guarantor borrower of such Indebtedness and any guarantor thereof subject to Section 4.7 hereof, and

(iii)Indebtedness incurred by any Subsidiary (other than a Guarantor) and owed to (borrowed from) any Issuer, any Guarantor or any other Subsidiary; provided, that (x) such Indebtedness shall be unsecured and contractually subordinated in all respects to such Issuer’s obligations pursuant to the Notes and such Guarantor’s obligations pursuant to such Guarantor’s Guarantee, as applicable, (y) any event that causes the Subsidiary borrower or the Subsidiary or Guarantor lender to no longer be a Subsidiary (including a designation as an Unrestricted Subsidiary), shall be deemed to be a new incurrence of such Indebtedness subject to Section 4.7 hereof, and (z) the Investment in the form of the loan is a “Permitted Investment” (other than pursuant to clause (c) of the definition thereof) or is otherwise not prohibited at the time of incurrence by Section 4.9 hereof;

(f)Indebtedness solely in respect of bankers acceptances, letters of credit and performance bonds (to the extent that such incurrence does not result in the incurrence of any obligation to repay any obligation relating to borrowed money or other Indebtedness), all in the ordinary course of business in accordance with customary industry practices, in amounts and for the purposes customary in the Issuers’ industry;

(g)Interest Swap and Hedging Obligations that are incurred in the ordinary course of business, for the purpose of fixing or hedging interest rate or currency risk with respect to any fixed or floating rate Indebtedness that is permitted by this Indenture to be outstanding or any receivable or liability the payment of which is determined by reference to a foreign currency; provided, that the notional amount of any such Interest Swap and Hedging

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Obligation does not exceed the principal amount of Indebtedness or other obligations to which such Interest Swap and Hedging Obligation relates;

(h)Indebtedness incurred solely to finance the premium of the Issuers’ and the Subsidiaries’ general liability insurance in an aggregate principal amount at any time outstanding pursuant to this clause (h) not to exceed $1.0 million;

(i)Indebtedness in an aggregate principal amount at any time outstanding pursuant to this clause (i) not to exceed $1.5 million, which Indebtedness is secured solely by the contracts between the Issuers and the Subsidiaries and the owners of timeshare interests in the timeshare units of the Issuers and the Subsidiaries;

(j)Indebtedness not otherwise permitted by clauses (a) through (i) above in an aggregate principal amount (or accreted value, as applicable) at any time outstanding pursuant to this clause (j), including all Permitted Refinancing Indebtedness incurred to repay, redeem, discharge, retire, defease, refund, refinance or replace any Indebtedness incurred pursuant to this clause (j), not to exceed $1.0 million; and

(k)Existing Indebtedness.

“Permitted Investment” means:

(a)any Investment in any of the Notes or the Guarantees;

(b)any Investment in cash or Cash Equivalents;

(c)intercompany notes to the extent permitted under clause (i) or (ii) of clause (e) of the definition of “Permitted Indebtedness;”

(d)any Investment by the Issuers or any Guarantor in a Person in a Related Business if as a result of such Investment such Person becomes a Guarantor or such Person is merged with or into the Issuers or a Guarantor;

(e)Investments in existence on the Issue Date;

(f)any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.13 hereof.

(g)credit extensions to gaming customers in the ordinary course of business, consistent with industry practice;

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(h)loans or advances to employees of the Issuers and the Subsidiaries made in the ordinary course of business in an aggregate amount not to exceed $500,000 at any one time outstanding; and

(i)any Investment in any of the Senior Secured Notes or the Senior Secured Note Guarantees.

“Permitted Liens” means:

(a)Liens existing on the Issue Date;

(b)Liens imposed by governmental authorities for taxes, assessments or other charges not yet subject to penalty or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the Issuers’ books in accordance with GAAP;

(c)statutory liens of carriers, warehousemen, mechanics, materialmen, landlords, repairmen or other like Liens arising by operation of law in the ordinary course of business provided that (1) the underlying obligations are not overdue for a period of more than 30 days, or (2) such Liens are being contested in good faith and by appropriate proceedings and adequate reserves with respect thereto are maintained on the Issuers’ books in accordance with GAAP;

(d)Liens securing the performance of bids, trade contracts (other than borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(e)easements, rights-of-way, zoning and similar restrictions and other similar encumbrances or title defects incurred in the ordinary course of business consistent with industry practices which, singly or in the aggregate, do not in any case materially detract from the value of the property subject thereto (as such property is used by the Issuers or any of the Subsidiaries) or interfere with the ordinary conduct of the business of the Issuers or any of the Subsidiaries;

(f)pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislation;

(g)Liens securing Indebtedness of a Person existing at the time such Person becomes a Subsidiary or is merged with or into the Issuers or a Subsidiary or any Lien securing Indebtedness incurred in connection with an Acquisition, provided, that such Liens were in existence prior to the date of such acquisition, merger or consolidation, were not incurred in anticipation thereof, and do not extend to any other assets;

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(h)Liens that secure FF&E Financing, Purchase Money Indebtedness or Capitalized Lease Obligations permitted to be incurred pursuant to clause (d) of the definition of “Permitted Indebtedness;” provided such Liens do not extend to or cover any property or assets other than those being acquired, leased or developed with the proceeds of such Indebtedness;

(i)leases or subleases granted to other Persons in the ordinary course of business not materially interfering with the conduct of the business of the Issuers or any of the Subsidiaries or materially detracting from the value of the relative assets of the Issuers or any Subsidiary;

(j)Liens arising from precautionary UCC financing statement filings regarding operating leases entered into by the Issuers or any of the Subsidiaries in the ordinary course of business;

(k)Liens securing Permitted Refinancing Indebtedness incurred to refinance any Indebtedness that was previously so secured in a manner no more adverse to the Holders of the Notes than the terms of the Liens securing such refinanced Indebtedness, provided that the Indebtedness secured is not increased and the Lien is not extended to any additional assets or property that would not have been security for the Indebtedness refinanced;

(l)Liens securing Indebtedness incurred under the Credit Agreement pursuant to the Credit Facility Basket;

(m)Liens securing the Senior Secured Notes and the Senior Secured Note Guarantees; and

(n)Liens in favor of the Issuers or any Guarantor, which are assigned to the Trustee to secure the payment of the Notes or a Guarantee, as applicable.

“Permitted Refinancing Indebtedness” means Indebtedness (including Disqualified Capital Stock):

(a)issued in exchange for, or the proceeds from the issuance and sale of which are used substantially concurrently to repay, redeem, defease, refund, refinance, discharge or otherwise retire for value, in whole or in part, or

(b)constituting an amendment, modification or supplement to, or a deferral or renewal of ((a) and (b) above are, collectively, a “Refinancing”),

any Indebtedness (including Disqualified Capital Stock) in a principal amount (or initial accreted value, if applicable) or, in the case of Disqualified Capital Stock, liquidation preference, not to exceed (after deduction of reasonable and customary fees and expenses incurred in connection with the Refinancing plus the amount of any premium paid in connection with such Refinancing) the lesser of (1) the

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principal amount or, in the case of Disqualified Capital Stock, liquidation preference, of the Indebtedness (including Disqualified Capital Stock) so Refinanced and (2) if such Indebtedness being Refinanced was issued with an original issue discount, the accreted value thereof (as determined in accordance with GAAP) at the time of such Refinancing;

provided, that:

(A)such Permitted Refinancing Indebtedness shall only be used to refinance outstanding Indebtedness (including Disqualified Capital Stock) of such Person issuing such Permitted Refinancing Indebtedness,

(B)such Permitted Refinancing Indebtedness shall (x) not have an Average Life shorter than the Indebtedness (including Disqualified Capital Stock) to be so refinanced at the time of such Refinancing and (y) in all respects, be no less contractually subordinated or junior, if applicable, to the rights of Holders of the Notes than was the Indebtedness (including Disqualified Capital Stock) to be refinanced,

(C)such Permitted Refinancing Indebtedness shall have a final stated maturity or redemption date, as applicable, no earlier than the final stated maturity or redemption date, as applicable, of the Indebtedness (including Disqualified Capital Stock) to be so refinanced or, if sooner, 91 days after the Stated Maturity of the Notes, and

(D)such Permitted Refinancing Indebtedness shall be secured (if secured) in a manner no more adverse to the Holders of the Notes than the terms of the Liens (if any) securing such refinanced Indebtedness, including, without limitation, the amount of Indebtedness secured shall not be increased.

“Permitted Tax Distributions” in respect of an Issuer means, with respect to any taxable year or portion thereof in which such Issuer is a Flow Through Entity, the sum of: (i) the product of (a) the excess of (1) all items of taxable income or gain (other than capital gain) of such Issuer for such year or portion thereof over (2) all items of taxable deduction or loss (other than capital loss) of such Issuer for such year or portion thereof and (b) the Applicable Income Tax Rate, plus (ii) the product of (a) the net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss), if any, of such Issuer for such year or portion thereof and (b) the Applicable Capital Gain Tax Rate, plus (iii) the product of (a) the net short-term capital gain (i.e., the excess of net short-term capital gain over net long-term capital loss), if any, of such Issuer for such year or portion thereof and (b) the Applicable Income Tax Rate, minus (iv) the aggregate Tax Loss Benefit Amount for such Issuer for such year or portion thereof; provided, that in no event shall the Applicable Income Tax Rate or the Applicable Capital Gain Tax Rate exceed the greater of (i) the highest aggregate applicable effective marginal rate of United States federal, state, and local income tax to which a corporation doing business in the State of Nevada would be subject to in the relevant year of determination (as certified to the Trustee by a nationally recognized tax accounting firm) plus 5% and (ii) 60%. For

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purposes of calculating the amount of the Permitted Tax Distributions the items of taxable income, gain, deduction or loss (including capital gain or loss) of any Flow Through Entity of which such Issuer is treated for United States federal income tax purposes as a member (but only for periods for which such Flow Through Entity is treated as a Flow Through Entity), which items of income, gain, deduction or loss are allocated to or otherwise treated as items of income, gain, deduction or loss of such Issuer for United States federal income tax purposes, shall be included in determining the taxable income, gain, deduction or loss (including capital gain or loss) of such Issuer.

Estimated tax distributions may be made within thirty days following March 15, May 15, August 15, and December 15 based upon an estimate of the excess of (x) the tax distributions that would be payable for the period beginning on January 1 of such year and ending on March 31, May 31, August 31, and December 31 if such period were a taxable year (computed as provided above) over (y) distributions attributable to all prior periods during such taxable year.

The amount of the Permitted Tax Distribution for a taxable year shall be re-computed promptly after (i) the filing by such Issuer and each subsidiary of such Issuer that is treated as a Flow Through Entity of their respective annual income tax returns and (ii) United States federal or state taxing authority finally determines that the amount of the items of taxable income, gain, deduction, or loss of such Issuer or any such subsidiary that is treated as a Flow Through Entity for such taxable year or the aggregate Tax Loss Benefit Amount carried forward to such taxable year should be adjusted (each of clauses (i) and (ii) a “Tax Calculation Event”). To the extent that the Permitted Tax Distributions previously distributed in respect of any taxable year are either greater than (a “Tax Distribution Overage”) or less than (a “Tax Distribution Shortfall”) the Permitted Tax Distributions with respect to such taxable year, as determined by reference to the computation of the amount of the items of income, gain, deduction, or loss of such Issuer and each such subsidiary in connection with a Tax Calculation Event, the amount of the estimated Permitted Tax Distributions that may be made on the estimated tax distribution date immediately following such Tax Calculation Event shall be reduced or increased as appropriate to the extent of the Tax Distribution Overage or the Tax Distribution Shortfall. To the extent that a Tax Distribution Overage remains after the estimated tax distribution date immediately following such Tax Calculation Event, the amount of the estimated Permitted Tax Distribution that may be made on the subsequent estimated tax distribution date shall be reduced to the extent of such Tax Distribution Overage.

Prior to making any Permitted Tax Distributions, such Issuer shall require each Equity Holder to agree that promptly after the second estimated tax distribution date following a Tax Calculation Event, such Equity Holder shall reimburse such Issuer to the extent of its pro rata share (based on the portion of Permitted Tax Distributions distributed to such Equity Holder for the taxable year) of any remaining Tax Distribution Overage.

“Person” or “person” means any individual, corporation, limited liability company, joint stock company, joint venture, partnership,

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limited liability partnership, association, unincorporated organization, trust, governmental regulatory entity, country, state, agency or political subdivision thereof, municipality, county, parish or other entity.

“Preferred Stock” means any Equity Interest of any class or classes of a Person (however designated) which is preferred as to payments of dividends, or as to distributions upon any liquidation or dissolution, over Equity Interests of any other class of such Person.

“principal amount at maturity” of a Note means the Accreted Value of the Note at the Stated Maturity thereof.

“Private Placement Legend” means the legend set forth in Section 2.6(g)(1)(A) hereof to be placed on all Notes issued under this Indenture except where specifically stated otherwise by the provisions of this Indenture.

“Pro forma” or “pro forma” shall have the meaning set forth in Regulation S-X under the Securities Act, unless otherwise specifically stated herein.

“Purchase Money Indebtedness” of any Person means any Indebtedness of such Person to any seller or other Person incurred solely to finance the acquisition (including, in the case of a Capitalized Lease Obligation, the lease), construction, installation or improvement of any after-acquired real or personal tangible property which, in the reasonable good faith judgment of the applicable Issuer’s Board of Directors, is directly related to a Related Business of the Issuers or any of the Subsidiaries and which is incurred concurrently with such acquisition, construction, installation or improvement and is secured only by the assets so financed.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Capital Stock” means, with respect to any Person, any Capital Stock of such Person that is not Disqualified Capital Stock.

“Qualified Equity Offering”  means an underwritten public offering for cash pursuant to a registration statement filed with the Commission in accordance with the Securities Act of (a) Qualified Capital Stock of the Issuers or (b) Qualified Capital Stock of a holding company that wholly owns each of the Issuers; provided that in the case of this clause (b), such holding company contributes to the capital of the Issuers the portion of the net cash proceeds of such offering necessary to pay the aggregate redemption price, together with accrued and unpaid Interest (and Liquidated Damages, if any) thereon to the Redemption Date, of the Notes to be redeemed pursuant to the provisions described in Section 3.7(b) hereof.

“Qualified Exchange” means:

(1)any legal defeasance, redemption, retirement, repurchase or other acquisition of Capital Stock, or Indebtedness of the Issuer issued on or after the Issue Date with the Net Cash Proceeds received by the Issuer

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from the substantially concurrent sale of its Qualified Capital Stock (other than to a Subsidiary); or

(2)any issuance of Qualified Capital Stock of the Issuer in exchange for any Capital Stock or Indebtedness of the Issuer issued on or after the Issue Date.

“Recourse Indebtedness” means Indebtedness (a) as to which the Issuers or one of the Subsidiaries (1) provides credit support of any kind (including any undertaking, guarantee agreement or instrument that would constitute Indebtedness), (2) is directly or indirectly liable (as a guarantor or otherwise), or (3) constitutes the lender, or (b) a default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) a holder of any other Indebtedness of the Issuers or any of the Subsidiaries (other than the Notes and Guarantees) to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity.

“Reference Period” with regard to any Person means the four full fiscal quarters (or such lesser period during which such Person has been in existence) ended immediately preceding any date upon which any determination is to be made pursuant to the terms of the Notes or this Indenture.

“Reg S Permanent Global Note” means one or more permanent Global Notes bearing the Private Placement Legend, that will be issued in an aggregate amount of denominations equal in total to the outstanding principal amount at maturity of the Reg S Temporary Global Note upon expiration of the Distribution Compliance Period.

“Reg S Temporary Global Note” means one or more temporary Global Notes bearing the Private Placement Legend and the Reg S Temporary Global Note Legend, issued in an aggregate amount of denominations equal in total to the outstanding principal amount at maturity of the Notes initially sold in reliance on Rule 903 of Regulation S.

“Reg S Temporary Global Note Legend” means the legend set forth in Section 2.6(g)(3) hereof, which is required to be placed on all Reg S Temporary Global Notes issued under this Indenture.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the Issue Date, by and among the Issuers and the other parties named on the signature pages thereof, and any substantially identical registration rights agreement with respect to any Additional Notes as such agreement may be amended, modified or supplemented from time to time.

“Regulation S” means Regulation S promulgated under the Securities Act, as it may be amended from time to time, and any successor provision thereto.

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“Regulation S Global Note” means a Reg S Temporary Global Note or a Reg S Permanent Global Note, as the case may be.

“Related Business” means the business conducted (or proposed to be conducted) by the Issuer and the Subsidiaries as of the Issue Date and any and all businesses that in the reasonable good faith judgment of the applicable Issuer’s Board of Directors are materially related businesses.

“Representative” means the Trustee or any trustee, agent or representative for any Senior Debt.

“Responsible Officer” shall mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Definitive Note” means one or more Definitive Notes bearing the Private Placement Legend, issued under this Indenture.

“Restricted Global Note” means one or more Global Notes bearing the Private Placement Legend, issued under this Indenture; provided, that in no case shall an Exchange Note issued in accordance with this Indenture and the terms of the Registration Rights Agreement be a Restricted Global Note.

“Restricted Investment” means, in one or a series of related transactions, any Investment, other than a Permitted Investment.

“Restricted Payment” means, with respect to any Person:

(a)the declaration or payment of any dividend or other distribution in respect of Equity Interests of such Person,

(b)any payment (except to the extent with Qualified Capital Stock) on account of the purchase, redemption or other acquisition or retirement for value of Equity Interests of such Person,

(c)other than with the proceeds from the substantially concurrent sale of, or in exchange for, Permitted Refinancing Indebtedness any purchase, redemption, or other acquisition or retirement for value of, any payment in respect of, any amendment of the terms of or any defeasance of, any Subordinated Indebtedness, directly or indirectly, by such Person or a Subsidiary of such Person prior to the scheduled maturity, any scheduled repayment of principal, or scheduled sinking fund payment, as the case may be, of such Indebtedness and

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(d)any Restricted Investment by such Person;

provided, however, that the term “Restricted Payment” does not include (1) any dividend, distribution or other payment on or with respect to Equity Interests of an issuer to the extent payable solely in shares of Qualified Capital Stock of such issuer, or (2) any dividend, distribution or other payment to the Issuers, or to any of the Guarantors, by the Issuers or any of the Subsidiaries and any Investment in any Guarantor by the Issuers or any Subsidiary.

“Rule 144” means Rule 144 promulgated under the Securities Act, as it may be amended from time to time, and any successor provision thereto.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Senior Debt” means, with respect to any of the Issuers or Guarantors, as applicable:

(1)any Indebtedness outstanding under the Credit Agreement;

(2)Indebtedness under any outstanding Senior Secured Notes and Senior Secured Note Guarantees;

(3)any Indebtedness of such Issuer or such Guarantor, as the case may be, otherwise permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it shall not be senior in right of payment to any Indebtedness of such Issuer or such Guarantor, as the case may be; and

(4)all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3).

Notwithstanding anything to the contrary in the preceding, Senior Debt will not include:

(1)any liability for federal, state, local or other taxes owed or owing by the Issuers or the Guarantors;

(2)any Indebtedness of the Issuers to any of the Subsidiaries or other Affiliates of the Issuers;

(3)any trade payables; or

(4)the portion of any Indebtedness that is incurred in violation of this Indenture.

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“Senior Secured Note Guarantees” means the guarantees by the Guarantors of the Issuers’ obligations under the Senior Secured Notes in accordance with the Senior Secured Note Indenture.

“Senior Secured Note Indenture” means the indenture, dated as of the Issue Date, among the Issuers, the Guarantors and the Trustee, governing the Senior Secured Notes.

“Senior Secured Notes” means the 9.000% Senior Secured Notes due 2012 issued by the Issuers.

“Shelf Registration” shall have the meaning set forth in the Registration Rights Agreement.

“Significant Subsidiary” shall have the meaning set forth in Regulation S-X under the Securities Act, as in effect on the Issue Date.

“Special Record Date” means, for payment of any Defaulted Interest, a date fixed by the Paying Agent pursuant to Section 2.12 hereof.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, and its successors.

“Stated Maturity,” when used with respect to any Note, means January 15, 2013.

“Subordinated Indebtedness” means any Indebtedness of the Issuers or a Guarantor that is contractually subordinated to the Notes or such Guarantee, as applicable, in any respect.

“subsidiary,” with respect to any Person, means (1) a corporation a majority of whose Equity Interests with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by such Person, by such Person and one or more Subsidiaries of such Person or by one or more Subsidiaries of such Person, and (2) any other Person (other than a corporation) in which such Person, one or more Subsidiaries of such Person, or such Person and one or more Subsidiaries of such Person, directly or indirectly, at the date of determination thereof has a majority ownership interest, or (3) a partnership in which such Person or a Subsidiary of such Person is, at the time, a general partner and in which such Person, directly or indirectly, at the date of determination thereof has a majority ownership interest.  Unless the context requires otherwise, “subsidiary,” with respect to any Person, means each direct and indirect subsidiary of such Person.

“Subsidiary” means any subsidiary of any of the Issuers that is not an Unrestricted Subsidiary.

“Tax Loss Benefit Amount” means with respect to any taxable year or portion thereof, the amount by which the Permitted Tax Distributions would be reduced were a net operating loss or net capital loss from a prior taxable year of an Issuer ending subsequent to the Issue Date carried forward to the applicable taxable year or portion

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thereof; provided, that for such purpose the amount of any such net operating loss or net capital loss shall be used only once and in each case the unused portion of such loss shall be carried forward to the next succeeding taxable year until so used. For purposes of calculating the Tax Loss Benefit Amount, the proportionate part of the items of taxable income, gain, deduction, or loss (including capital gain or loss) of any Subsidiary that is a Flow Through Entity for a taxable year or portion thereof of such Subsidiary ending subsequent to the Issue Date shall be included in determining the amount of net operating loss or net capital loss of such Issuer.

 “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on which this Indenture is qualified under the TIA, except as provided in Section 9.8 hereof.

“Transfer Restricted Notes” means Global Notes and Definitive Notes that bear or are required to bear the Private Placement Legend, issued under this Indenture.

 “Trustee” means the party named as such above, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means such successor serving hereunder.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend, issued under this Indenture.

“Unrestricted Global Note” means one or more permanent Global Notes representing a series of Notes that does not bear and is not required to bear the Private Placement Legend, issued under this Indenture.

 “UCC” means the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction.

“Unrestricted Subsidiary” means:

(1)any subsidiary of the Issuers that, at or prior to the time of determination, shall have been designated by the applicable Issuer’s Board of Directors as an Unrestricted Subsidiary; provided, that such subsidiary at the time of such designation (a) has no Recourse Indebtedness; (b) is not party to any agreement, contract, arrangement or understanding with the Issuers or any Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Issuers or such Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuers; (c) is a Person with respect to which neither the Issuer nor any of the Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Equity Interests or (y) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and (d) does not directly, indirectly or beneficially own any Equity Interests of, or Subordinated Indebtedness of,

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or own or hold any Lien on any property of, the Issuer or any other Subsidiary, and

(2)any subsidiary of an Unrestricted Subsidiary.

Any Issuer’s Board of Directors may designate any Unrestricted Subsidiary to be a Subsidiary, provided, that (1) no Default or Event of Default is existing or will occur as a consequence thereof and (2) immediately after giving effect to such designation, on a pro forma basis, the Issuer could incur at least $1.00 of Indebtedness pursuant to the Debt Incurrence Ratio.  Each such designation shall be evidenced by filing with the Trustee a certified copy of the resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions.

“U.S. Government Obligations” means direct non-callable obligations of, or noncallable obligations guaranteed by, the United States of America for the payment of which obligation or guarantee the full faith and credit of the United States of America is pledged.

“U.S. Person” means a U.S. person as defined in Rule 902(o) under the Securities Act.

“Voting Equity Interests” means Equity Interests which at the time are entitled to vote in the election of, as applicable, directors, members or partners generally

“Wholly Owned Subsidiary” means a Subsidiary all the Equity Interests of which (other than directors’ qualifying shares) are owned by the Issuers or one or more Wholly Owned Subsidiaries or a combination thereof.

“Working Capital” means, with respect to any Person as of any date of determination, the difference determined by subtracting (a) current liabilities (excluding the current portion of long-term debt) of such Person and its Subsidiaries as of such date from (b) current assets (other than cash and Cash Equivalents) of such Person and its Subsidiaries as of such date.

Section 1.2Other Definitions

Term	Defined in Section
“360-Day Period”	4.13
“Acceleration Notice”	6.1
“Affiliate Transaction”	4.12
“Aggregate Payments”	4.22(c)
“Asset Sale”	4.13
“Asset Sale Amount”	4.13
“Asset Sale Notice”	4.13
“Asset Sale Offer”	4.13
“Asset Sale Offer Amount”	4.13
“Asset Sale Offer Price”	4.13
“Asset Sale Purchase Date”	4.13

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Term	Defined in Section
“Authentication Order”	2.2
“Benefited Party”	11.1
“Change of Control”	4.14
“Change of Control Notice”	4.14
“Change of Control Offer”	4.14
“Change of Control Purchase Date”	4.14
“Change of Control Purchase Price”	4.14
“Covenant Defeasance”	8.3
“Defaulted Interest”	2.12
“DTC”	2.3
“Event of Default”	6.1
“Excess Proceeds”	4.13
“Fair Share”	4.22(a)
“Funding Issuer”	4.22(b)
“Guarantee Obligations”	11.1
“incur” or “incurrence”	4.7
“Incurrence Date”	4.7
“Investment Company Act”	4.16
“Issuers”	Preamble
“Legal Defeasance”	8.2
“Liquidated Damages Notice”	4.23
“Notes”	Preamble
“Paying Agent”	2.3
“Refinancing”	Definition of Permitted Refinancing Indebtedness
“Registrar”	2.3
“Regulatory Redemption”	3.9
“Redemption Date”	3.8
“Related Business Assets”	4.13(b)(2)
“Series A Notes”	Preamble
“Series B Notes”	Preamble
“Tax Calculation Event”	Definition of Permitted Refinancing Indebtedness
“Tax Distribution Shortfall”	Definition of Permitted Refinancing Indebtedness
“Tax Distribution Overage”	Definition of Permitted Refinancing Indebtedness
“Transaction Date”	Definition of Consolidated Coverage Ratio

Section 1.3Incorporation by Reference of Trust Indenture Act

Whenever this Indenture refers to a provision of the TIA, such provision is incorporated by reference in and made a part of this Indenture.

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The following TIA terms used in this Indenture have the following meanings:

“Commission” means the Securities and Exchange Commission;

“obligor” on the Notes means the Issuers, each Guarantor and any successor obligor upon the Notes.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule under the TIA have the meanings so assigned to them.

Section 1.4Rules of Construction

Unless the context otherwise requires:

(1)           a term has the meaning assigned to it;

(2)           an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3)           “or” is not exclusive;

(4)           words in the singular include the plural, and in the plural include the singular;

(5)           provisions apply to successive events and transactions;

(6)           “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and

(7)           references to sections of or rules under the Securities Act and the Exchange Act shall be deemed to include substitute, replacement of successor sections or rules adopted by the Commission from time to time.

ARTICLE II
THE NOTES

Section 2.1Form and Dating

(a)           General.  The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto; provided, that the form of the Exchange Notes shall include such variations as are permitted or required by the Registration Rights Agreement.

The Notes may have notations, legends or endorsements required by law, stock exchange rule, depository rule or usage.  Each Note shall be dated the date of its issuance and shall show the date of its authentication.  The Notes shall be in denominations of $1,000 principal amount at maturity and integral multiples thereof.

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The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.  However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(b)           Global Notes.  Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto).  Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto).  Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount at maturity of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount at maturity of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.  Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount at maturity of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.6 hereof.

(c)           Euroclear and Clearstream Procedures Applicable.  The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking Luxembourg” and “Customer Handbook” of Clearstream Banking Luxembourg in effect at the relevant time shall be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held by Participants through Euroclear or Clearstream Banking Luxembourg.

Section 2.2Execution and Authentication

Two Officers shall sign the Notes for each Issuer by manual or facsimile signature.  In the case of Definitive Notes, such signatures may be imprinted or otherwise reproduced on such Notes.  If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.  A Note shall not be valid until authenticated by the manual signature of the Trustee.  The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.  The Trustee shall, upon a written order of each Issuer signed by an Officer (an “Authentication Order”), authenticate Notes for issuance up to the aggregate principal amount at maturity stated in such Authentication Order; provided that Notes authenticated for issuance on the Issue Date shall not exceed $66,000,000 in aggregate principal amount at maturity.  The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes.  An authenticating agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to

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authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers.

Section 2.3Registrar, Paying Agent and Depositary

The Issuers shall maintain an office or agency in the Borough of Manhattan, The City of New York, which shall initially be The Bank of New York Trust Company, N.A. c/o The Bank of New York, where (i) Notes may be presented for registration of transfer or for exchange (“Registrar”) and (ii) Notes may be presented for payment (“Paying Agent”).  The Registrar shall keep a register of the Notes and of their transfer and exchange.  The Issuers may appoint one or more co-registrars and one or more additional paying agents.  The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent.  The Issuers may change any Paying Agent or Registrar without notice to any Holder.  The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture.  If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such.  The Issuers or any of the Subsidiaries may act as Paying Agent or Registrar.  The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.  The Issuers initially appoint the Trustee to act as the Registrar and Paying Agent and to act as Notes Custodian with respect to the Global Notes.

Section 2.4Paying Agent to Hold Money in Trust

The Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of the Accreted Value, premium, if any, or Interest (or Liquidated Damages, if any) on the Notes, and shall promptly notify the Trustee in writing of any default by the Issuers in making any such payment.  While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee.  The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee.  Upon payment over to the Trustee, the Paying Agent (if other than one of the Issuers or one of the Subsidiaries) shall have no further liability for the money.  If one of the Issuers or one of the Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent.  Upon any bankruptcy or reorganization proceedings relating to the Issuers, the Trustee shall serve as Paying Agent for the Notes.

Section 2.5            Holder Lists

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a).  If the Trustee is not the Registrar, the Issuers shall furnish, or shall cause the Registrar (if other than the Issuers or one of the Subsidiaries) to furnish, to the Trustee at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of

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such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuers shall otherwise comply with TIA § 312(a).

Section 2.6Transfer and Exchange

(a)           Transfer and Exchange of Global Notes.  A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.  All Global Notes shall be exchanged by the Issuers for Definitive Notes if (i) the Issuers deliver to the Trustee notice from the Depositary that (x) the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes, or (y) the Depositary is no longer a clearing agency registered under the Exchange Act, and in either case, the Issuers fail to appoint a successor Depositary within 90 days of such notice from the Depositary, (ii) the Issuers, in the Issuers’ sole discretion, determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee or (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the Notes; provided, that in no event shall the Reg S Temporary Global Note be exchanged by the Issuers for Definitive Notes prior to (x) the expiration of the Distribution Compliance Period and (y) the receipt by the Registrar of any certificate identified by the Issuers and the Issuers’ counsel to be required pursuant to Rule 903 or Rule 904 under the Securities Act.  Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee.  Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.7 and 2.10 hereof.  Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.6 or Section 2.7 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note.  A Global Note may not be exchanged for another Note other than as provided in this Section 2.6(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.6(b), (c) or (f) hereof.

(b)           Transfer and Exchange of Beneficial Interests in the Global Notes.  The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures.  Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act.  Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(1)           Transfer of Beneficial Interests in the Same Global Note.  Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Distribution Compliance Period, transfers of beneficial interests in the Reg S Temporary Global Note may not be made to

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a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser).  Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note.  No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.6(b)(1), but the Issuers or the Trustee may request an Opinion of Counsel.

(2)           All Other Transfers and Exchanges of Beneficial Interests in Global Notes (including for Definitive Notes).  In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.6(b)(1) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant, in each case, given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant, in each case, given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (B)(1) above; provided, that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Reg S Temporary Global Note prior to (x) the expiration of the Distribution Compliance Period and (y) the receipt by the Registrar of any certificates identified by the Issuers or the Issuers’ counsel to be required pursuant to Rule 903 and Rule 904 under the Securities Act.  Upon consummation of an Exchange Offer by the Issuers in accordance with Section 2.6(f) hereof, the requirements of this Section 2.6(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes.  Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount at maturity of the relevant Global Note(s) pursuant to Section 2.6(h) hereof.

(3)           Transfer of Beneficial Interests to Another Restricted Global Note.  A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.6(b)(2) hereof and the Registrar receives the following:

(A)          if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

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(B)           if the transferee will take delivery in the form of a beneficial interest in the 501 Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (3)(d) thereof; or

(C)           if the transferee will take delivery in the form of a beneficial interest in the Reg S Temporary Global Note or the Reg S Permanent Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(4)           Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note.  A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.6(b)(2) hereof and:

(A)          such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and Section 2.6(f) hereof, and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of any of the Issuers;

(B)           such transfer is effected pursuant to the Shelf Registration in accordance with the Registration Rights Agreement and a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, is delivered by the transferor;

(C)           such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement and a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, is delivered by the transferor; or

(D)          the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (D), an Opinion of Counsel in form, and from legal counsel, reasonably acceptable to the Registrar and the Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the

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restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount at maturity equal to the aggregate principal amount at maturity of beneficial interests transferred pursuant to subparagraph (B) or (D) above.  Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(a)           Placeholder do not remove.

(c)           Transfer and Exchange of Beneficial Interests for Definitive Notes.  Transfer and exchange of beneficial interests in the Global Notes for Definitive Notes shall be made subject to compliance with this Section 2.6(c), and the requesting Holder shall provide any certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.6(c).  Upon receipt of such applicable documentation, the Trustee shall cause the aggregate principal amount at maturity of the applicable Restricted Global Note or Unrestricted Global Note, as applicable, to be reduced accordingly pursuant to Section 2.6(h) hereof, and the Issuers shall execute and, upon receipt of an Authentication Order pursuant to Section 2.2 hereof, the Trustee shall authenticate and deliver to the Person designated in the instructions a Restricted Definitive Note or an Unrestricted Definitive Note, as applicable, in the appropriate principal amount at maturity.  Any Definitive Note issued in exchange for a beneficial interest in a Global Note pursuant to this Section 2.6(c) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant.  The Trustee shall deliver such Definitive Notes to the Persons in whose names such Definitive Notes are so registered.

(1)           Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes.  If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(A)          if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B)           if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

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(C)           if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D)          if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) and (C) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; or

(E)           if such beneficial interest is being transferred to the Issuers or any of the Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof.

Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.6(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(2)           Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.  A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

(A)          such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and Section 2.6(f) hereof, and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of any of the Issuers;

(B)           such transfer is effected pursuant to the Shelf Registration in accordance with the Registration Rights Agreement and a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, is delivered by the transferor;

(C)           such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement and a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, is delivered by the transferor; or

(D)          the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b)

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thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (D), an Opinion of Counsel in form, and from legal counsel, reasonably acceptable to the Registrar and the Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a Restricted Definitive Note.

(3)           Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes.  If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note, then such holder shall satisfy the applicable conditions set forth in Section 2.6(b)(2) hereof.  Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.6(c)(3) shall not bear the Private Placement Legend.

(4)           Transfer or Exchange of Reg S Temporary Global Notes.  Notwithstanding the other provisions of this Section 2.6, a beneficial interest in the Reg S Temporary Global Note may not be (A) exchanged for a Definitive Note prior to (x) the expiration of the Distribution Compliance Period (unless such exchange is approved by the Issuers, does not require an investment decision on the part of the Holder thereof and does not violate the provisions of Regulation S) and (y) the receipt by the Registrar of any certificates identified by the Issuers or their counsel to be required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act or (B) transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to the events set forth in clause (A) above or unless the transfer is pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(d)           Transfer and Exchange of Definitive Notes for Beneficial Interests.  Transfer and exchange of Definitive Notes for beneficial interests in the Global Notes shall be made subject to compliance with this Section 2.6(d), and the requesting Holder shall provide any certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.6(d).  Upon receipt from such Holder of such applicable documentation and the surrender to the Registrar of the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar, duly executed by such Holder or by its attorney, duly authorized in writing, the Registrar shall register the transfer or exchange of the Definitive Notes.  The Trustee shall cancel such Definitive Notes so surrendered and cause the aggregate principal amount at maturity of the applicable Restricted Global Note

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or Unrestricted Global Note, as applicable, to be increased accordingly pursuant to Section 2.6(h) hereof.

(1)           Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes.  If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A)          if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B)           if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C)           if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; or

(D)          if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in accordance with Regulation D under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(d) thereof;

the Trustee shall cancel the Restricted Definitive Note and increase or cause to be increased the aggregate principal amount at maturity of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global Note and in the case of clause (D) above, the 501 Global Note.

(2)           Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.  A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A)          such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and Section 2.6(f) hereof, and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of any of the Issuers;

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(B)           such transfer is effected pursuant to the Shelf Registration in accordance with the Registration Rights Agreement and a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, is delivered by the transferor;

(C)           such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement and a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, is delivered by the transferor; or

(D)          the Registrar receives the following: (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (D), an Opinion of Counsel in form, and from legal counsel, reasonably acceptable to the Registrar and the Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3)           Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.  A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) of this Section 2.6(d) at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount at maturity equal to the principal amount at maturity of Definitive Notes so transferred.

(e)           Transfer and Exchange of Definitive Notes for Definitive Notes.  Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.6(e), the Registrar shall register the transfer or exchange of Definitive Notes.  Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing.  The Trustee shall

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cancel any such Definitive Notes so surrendered, and the Issuers shall execute and, upon receipt of an Authentication Order pursuant to Section 2.2 hereof, the Trustee shall authenticate and deliver to the Person designated in the instructions a Restricted Definitive Note or an Unrestricted Definitive Note, as applicable, in the appropriate principal amount at maturity.  Any Definitive Note issued pursuant to this Section 2.6(e) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant.  The Trustee shall deliver such Definitive Notes to the Persons in whose names such Definitive Notes are so registered.  In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.6(e).

(1)           Restricted Definitive Notes to Restricted Definitive Notes.  Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A)          if the transfer will be made to a QIB pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B)           if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(C)           if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (A) and (B) above, then the transferor must deliver a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; or

(D)          if such beneficial interest is being transferred to the Issuers or any of the Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof, must be delivered by the transferor.

(2)           Restricted Definitive Notes to Unrestricted Definitive Notes.  Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A)          such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and Section 2.6(f) hereof, and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal

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that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of any of the Issuers;

(B)           any such transfer is effected pursuant to the Shelf Registration in accordance with the Registration Rights Agreement and a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, is delivered by the transferor;

(C)           any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement and a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, is delivered by the transferor; or

(D)          the Registrar receives the following: (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit D hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (D), an Opinion of Counsel in form, and from legal counsel, reasonably acceptable to the Registrar and the Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3)           Unrestricted Definitive Notes to Unrestricted Definitive Notes.  A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note.  Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f)            Exchange Offer.  Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof and an Opinion of Counsel delivered to the Trustee as to the matters set forth in paragraphs (1) and (2) below of this Section 2.6(f) and such other matters customarily covered in connection with an exchange offer as the Trustee may reasonably request, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the sum of (A) the principal amount at maturity of the beneficial interests in the Restricted Global Notes exchanged or transferred for beneficial interests in Unrestricted Global Notes in connection with the Exchange Offer pursuant to Section 2.6(b)(4) hereof and (B) the principal amount at maturity of Restricted Definitive Notes exchanged or transferred for beneficial interests in Unrestricted Global Notes in connection with the Exchange Offer pursuant to Section 2.6(d)(2) hereof, in each case tendered for

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acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers, and accepted for exchange in the Exchange Offer, and (ii) Unrestricted Definitive Notes in an aggregate principal amount at maturity equal to the sum of (A) the principal amount at maturity of the Restricted Definitive Notes exchanged or transferred for Unrestricted Definitive Notes in connection with the Exchange Offer pursuant to Section 2.6(e)(2) hereof and (B) Restricted Global Notes exchanged or transferred for Unrestricted Definitive Notes in connection with the Exchange Offer pursuant to Section 2.6(c)(2) hereof, in each case tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers, and accepted for exchange in the Exchange Offer.  Concurrently with the issuance of such Notes, the Trustee shall cancel any Definitive Notes so surrendered and shall cause the aggregate principal amount at maturity of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall execute and, upon receipt of an Authentication Order pursuant to Section 2.2 hereof, the Trustee shall authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Definitive Notes in the appropriate principal amount at maturity.

The Opinion of Counsel for the Issuers referenced above shall state that:

(1)           the issuance and sale of the Exchange Notes by the Issuers has been duly authorized and, when executed by the Issuers and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered in exchange for Series A Notes in accordance with this Indenture and the Exchange Offer, the Exchange Notes shall be entitled to the benefits of this Indenture and shall be valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms, subject to customary qualifications including exceptions for bankruptcy, fraudulent transfer and equitable principles; and

(2)           when the Exchange Notes are issued and executed by the Issuers and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered in exchange for Series A Notes in accordance with this Indenture and the Exchange Offer, the Guarantees by the Guarantors endorsed thereon shall be entitled to the benefits of this Indenture and shall be the valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms, subject to customary qualifications including exceptions for bankruptcy, fraudulent transfer and equitable principles.

(g)           Legends.  The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(i)            Private Placement Legend.

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(A)          Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (X) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (Y) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (Z) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE THAT IS TWO YEARS (OR SUCH OTHER PERIOD THAT MAY HEREAFTER BE PROVIDED UNDER RULE 144(k) UNDER THE SECURITIES ACT AS PERMITTING RESALES OF RESTRICTED SECURITIES BY NON-AFFILIATES WITHOUT RESTRICTION) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUERS OR ANY SUBSIDIARIES OF THE ISSUERS, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN

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CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS OF ANY U.S. STATE OR ANY OTHER APPLICABLE JURISDICTION.

(B)           Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) to this Section 2.6 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(ii)           Global Note Legend.  To the extent required by the Depositary, each Global Note shall bear legends in substantially the following forms:

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,

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AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

(iii)          Reg S Temporary Global Note Legend.  To the extent required by the Depositary, each Reg S Temporary Global Note shall bear a legend in substantially the following form:

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).  NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE CASH PAYMENTS OF INTEREST DURING THE PERIOD WHICH SUCH HOLDER HOLDS THIS NOTE.  NOTHING IN THIS LEGEND SHALL BE DEEMED TO PREVENT INTEREST FROM ACCRUING ON THIS NOTE.

(iv)          Original Issue Discount Legend.  Each Note shall bear a legend in substantially the following form :

THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.  YOU MAY CONTACT THE SECRETARY OF THE ISSUERS AT CASABLANCA RESORTS, 950 WEST MESQUITE BOULEVARD, MESQUITE, NEVADA 89027, (702) 346-4040, WHO WILL PROVIDE YOU WITH ANY REQUIRED INFORMATION REGARDING THE ORIGINAL ISSUE DISCOUNT.

(h)           Cancellation and/or Adjustment of Global Notes.  At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof.  At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount at maturity of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest

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in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i)            General Provisions Relating to Transfers and Exchanges.

(i)            To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order.

(ii)           No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10, 3.6, 4.13 or 4.14 hereof).

(iii)          The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(iv)          All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same Indebtedness, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(v)           The Issuers shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.2 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between an Interest Record Date and the next succeeding Interest Payment Date.

(vi)          Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of the Accreted Value of and premium, if any, and Interest (and Liquidated Damages, if any) on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.

(vii)         The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof.

Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such

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Holder’s Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law.

The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

(viii)        All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.6 to effect a registration of transfer or exchange may be submitted by facsimile.

Notwithstanding anything herein to the contrary, as to any certifications and certificates delivered to the Registrar pursuant to this Section 2.6, the Registrar’s duties shall be limited to confirming that any such certifications and certificates delivered to it are in the form of Exhibits A, B, C, D and E attached hereto.  The Registrar shall not be responsible for confirming the truth or accuracy of representations made in any such certifications or certificates.

Section 2.7Replacement Notes

If any mutilated Note is surrendered to the Trustee or the Issuers or if the Trustee or the Issuers receive evidence (which evidence may be from the Trustee) to their satisfaction of the destruction, loss or theft of any Note, the Issuers shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met.  An affidavit of lost certificate and/or an indemnity bond or other indemnity must be supplied by the requesting Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced.  The Issuers may charge for its expenses in replacing a Note, including reasonable fees and expenses of their counsel and of the Trustee and its counsel.  Every replacement Note is an additional obligation of the Issuers and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.8Outstanding Notes

The Notes outstanding at any time are all the Notes authenticated by the Trustee (including any Note represented by a Global Note) except for those cancelled by it or at the Issuers’ direction, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions

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hereof, and those described in this Section 2.8 as not outstanding.  Except as set forth in Section 2.9 hereof, a Note does not cease to be outstanding because any of the Issuers or an Affiliate of any of the Issuers holds the Note.  If a Note is replaced pursuant to Section 2.7 hereof, such Note, together with the Guarantee of that particular Note endorsed thereon, ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.  If the principal amount of any Note is considered paid under Section 4.1 hereof, it ceases to be outstanding, its Accreted Value ceases to increase and Interest (and Liquidated Damages, if any) on it cease to accrue.  If the Paying Agent (other than the Issuers, a subsidiary or an Affiliate of any thereof) holds, on a redemption date or the maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding, then Accreted Value shall cease to increase, and such Notes shall cease to accrue Interest (and Liquidated Damages, if any).

Section 2.9Treasury Notes

In determining whether the Holders of the required principal amount at maturity of Notes have concurred in any direction, waiver or consent, Notes owned by any of the Issuers, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with any of the Issuers, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in conclusively relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded.

Section 2.10Temporary Notes

Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes.  Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Issuers consider appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee.  Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate Definitive Notes in exchange for temporary Notes.  Until such exchange, holders of temporary Notes shall be entitled to all of the benefits of this Indenture.

Section 2.11Cancellation

The Issuers at any time may deliver Notes to the Trustee for cancellation.  The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment.  The Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent (other than the Issuers, a subsidiary or an Affiliate of any thereof), and no one else, shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of such cancelled Notes in accordance with its customary procedures (subject to the record retention requirement of the Exchange Act) or shall return all cancelled Notes to the Issuers upon its request.  Subject to Section 2.7 hereof, the Issuers may not issue new

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Notes to replace Notes that have been paid or that have been delivered to the Trustee for cancellation.

Section 2.12Defaulted Interest

Any Interest (or Liquidated Damages, if any) on any Note which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date plus, to the extent lawful, any Interest payable on the defaulted Interest (and Liquidated Damages, if any) at the rate and in the manner provided in Section 4.1 hereof and in the Note (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered Holder on the relevant Interest Record Date, and such Defaulted Interest may be paid by the Issuers, at their election in each case, as provided in clause (1) or (2) below:

(1)           The Issuers may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner.  The Issuers shall notify the Trustee and the Paying Agent in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuers shall deposit with the Paying Agent an amount of cash equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements reasonably satisfactory to the Paying Agent for such deposit prior to the date of the proposed payment, such cash when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this clause (1).  Thereupon the Paying Agent shall fix a “Special Record Date” for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Paying Agent of the notice of the proposed payment.  The Paying Agent shall promptly notify the Issuers and the Trustee of such Special Record Date and, in the name and at the expense of the Issuers, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder at its address as it appears in the Note register maintained by the Registrar not less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the persons in whose names the Notes (or their respective predecessor Notes) are registered on such Special Record Date and shall no longer be payable pursuant to the following clause (2).

(2)           The Issuers may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuers to the Trustee and the Paying Agent of the proposed payment pursuant to this clause, such manner shall be deemed practicable by the Trustee and the Paying Agent.

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Subject to the foregoing provisions of this Section 2.12, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to Interest (and Liquidated Damages, if any) accrued and unpaid, and to accrue, which were carried by such other Note.

Section 2.13CUSIP Numbers

The Issuers in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers.  The Issuers shall promptly notify the Trustee in writing of any change in the “CUSIP” numbers.

Section 2.14Issuance of Additional Notes

The Issuers may, subject to Section 4.7 hereof and applicable law, issue Additional Notes in an unlimited amount under this Indenture.  The Notes issued on the Issue Date and any Additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture.

Any such Additional Notes shall be issued on the same terms as the Initial Notes or Exchange Notes (except for the issue date, issue price, pre-issuance accrued Interest, Accreted Value at issuance and first Interest Payment Date), shall constitute part of the same series of securities as the Initial Notes, shall vote together with the Initial Notes as one series on all matters with respect to the Notes and shall have, for United States federal income tax purposes, an “issue price,” as determined on the issue date of the Additional Notes, equal to the “adjusted issue price” of the Initial Notes as determined on such issue date.

ARTICLE III
REDEMPTION

Section 3.1Notices to Trustee

If the Issuers elect to redeem Notes pursuant to the optional redemption provisions of Section 3.7 hereof, it shall furnish to the Trustee, at least 30 days but not more than 60 days before a Redemption Date, an Officers’ Certificate stating the Section of this Indenture pursuant to which such redemption is being made and setting forth (i) the Redemption Date, (ii) the principal amount at maturity of Notes to be redeemed and (iii) the redemption price (expressed as a percentage of Accreted Value).

Section 3.2Selection of Notes to Be Redeemed

If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes or portions thereof to be redeemed among the Holders of the Notes

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in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee considers fair and appropriate, provided that Notes in denominations of $1,000 principal amount at maturity or less may not be redeemed in part.  In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the Redemption Date by the Trustee from the outstanding Notes not previously called for redemption.

The Trustee shall promptly notify the Issuers in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount at maturity thereof to be redeemed.  Notes and portions of Notes selected for redemption shall be in principal amounts at maturity of $1,000 or integral multiples of $1,000 principal amount at maturity, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding principal amount at maturity of Notes held by such Holder, even if not an integral multiple of $1,000 principal amount at maturity, shall be redeemed.  Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Section 3.3Notice of Redemption

At least 30 days but not more than 60 days before a Redemption Date, the Trustee shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address.

The notice shall identify the Notes to be redeemed (including CUSIP number) and shall state:

(a)           the Redemption Date;

(b)           the redemption price;

(c)           if any Note is being redeemed in part, the portion of the principal amount at maturity of such Note to be redeemed and that, on or after the redemption date upon surrender of such Note, a new Note or Notes in principal amount at maturity equal to the unredeemed portion shall be issued upon cancellation of the original Note;

(d)           the name and address of the Paying Agent;

(e)           that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f)            that, unless the Issuers default in making such redemption payment, the Accreted Value shall cease to increase, and Interest (and Liquidated Damages, if any) shall cease to accrue on Notes or portions thereof called for redemption on and after the Redemption Date;

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(g)           the paragraph of the Notes and/or section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(h)           that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

At the Issuers’ request, the Trustee shall give the notice of redemption in the Issuers’ names and at the Issuers’ expense; provided, however, that the Issuers shall have delivered to the Trustee, at least 45 days prior to the Redemption Date (unless a shorter period shall be acceptable to the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.4Effect of Notice of Redemption

Once notice of redemption is mailed in accordance with Section 3.3 hereof, Notes called for redemption become irrevocably due and payable on the Redemption Date at the redemption price.  A notice of redemption may not be conditional.

Section 3.5Deposit of Redemption Price

On the Business Day immediately prior to the Redemption Date, the Issuers shall deposit with the Trustee or with the Paying Agent immediately available funds sufficient to pay the redemption price of and accrued and unpaid Interest (and Liquidated Damages, if any) on all Notes to be redeemed on that date.  The Trustee or the Paying Agent shall promptly return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid Interest (and Liquidated Damages, if any) on, all Notes to be redeemed.

If the Issuers comply with the provisions of the preceding paragraph, on and after the Redemption Date, the Accreted Value shall cease to increase, and Interest (and Liquidated Damages, if any) shall cease to accrue, on the Notes or the portions of Notes called for redemption.  If a Note is redeemed on or after an Interest Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid Interest (and Liquidated Damages, if any) shall be paid to the Person in whose name such Note was registered at the close of business on such Interest Record Date.  If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Issuers to comply with the preceding paragraph, Interest shall be paid on the unpaid Accreted Value and premium, if any, from the Redemption Date until such Accreted Value and premium, if any, is paid, and to the extent lawful on any Interest not paid on such unpaid Accreted Value and premium, if any, in each case at the rate, and as provided in the Notes and in Section 4.1 hereof.

If the Redemption Date hereunder is on or after an Interest Record Date on which the Holders of record have a right to receive the corresponding Interest due and Liquidated Damages, if any, and on or before the associated Interest Payment Date, any

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accrued and unpaid Interest (and Liquidated Damages, if any) due on such Interest Payment Date shall be paid to the Person in whose name a Note is registered at the close of business on such Interest Record Date.

Section 3.6Notes Redeemed in Part

Upon surrender of a Note that is redeemed in part, the Issuers shall issue and, upon receipt of an Authentication Order, the Trustee shall authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount at maturity to the unredeemed portion of the Note surrendered.

Section 3.7Optional Redemption

(a)           The Issuers shall not have the right to redeem any Notes prior to January 15, 2009 (other than with the Net Cash Proceeds of a Qualified Equity Offering, as described in Section 3.7(b) hereof).

At any time on or after January 15, 2009, the Issuers may redeem the Notes for cash at the Issuers’ option, in whole or in part, at any time and from time to time, upon not less than 30 days nor more than 60 days notice to each Holder of Notes, at the following redemption prices (expressed as percentages of the Accreted Value on the Redemption Date (as defined below)) if redeemed during the 12-month period commencing January 15 of the years indicated below, in each case together with accrued and unpaid Interest (and Liquidated Damages, if any) to the date of redemption of the Notes (the “Redemption Date”):

Year	Percentage
2009	106.375	%
2010	103.188	%
2011 and thereafter	100.000	%

(b)           At any time on or prior to January 15, 2008, upon a Qualified Equity Offering, up to 35% of the aggregate principal amount at maturity of the Notes originally issued pursuant to this Indenture may be redeemed at the Issuers’ option within 90 days of such Qualified Equity Offering, with cash received by the Issuers from the Net Cash Proceeds of such Qualified Equity Offering, at a redemption price equal to 112.750% of the Accreted Value thereof, together with accrued and unpaid Interest (and Liquidated Damages, if any) to the Redemption Date; provided, however, that immediately following such redemption not less than 65% of the aggregate principal amount at maturity of the Notes originally issued pursuant to this Indenture on the Issue Date remain outstanding.

(c)           Any redemption pursuant to this Section 3.7 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof.

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Section 3.8No Mandatory Redemption

The Issuers shall not be required to make mandatory redemption payments with respect to the Notes (except for any offer to repurchase Notes that the Issuers are required to make in accordance with the provisions of Sections 4.13 and 4.14 hereof).  The Notes shall not have the benefit of any sinking fund.

Section 3.9Regulatory Redemption

If any Gaming Authority requires that a Holder or beneficial owner of Notes must be licensed, qualified or found suitable under any applicable Gaming Law and such Holder or beneficial owner fails to apply for a license, qualification or a finding of suitability within 30 days after being requested to do so by the Gaming Authority (or such lesser period that may be required by such Gaming Authority), or if such Holder or such beneficial owner is not so licensed, qualified or found suitable, the Issuers shall have the right, at the Issuers’ option, (1) to require such Holder or beneficial owner to dispose of such Holder’s or beneficial owner’s Notes within 30 days of receipt of notice of such finding by the applicable Gaming Authority or such earlier date as may be ordered by such Gaming Authority or (2) to call for the redemption (a “Regulatory Redemption”) of the Notes of such Holder or beneficial owner at the Accreted Value thereof or, if required by such Gaming Authority, the lesser of (a) the price at which such Holder or beneficial owner acquired the Notes, and (b) the fair market value of such Notes on the date of redemption, together with, in either case, accrued and unpaid Interest (and, if permitted by such Gaming Authority, Liquidated Damages) to the earlier of the date of redemption or such earlier date as may be required by such Gaming Authority or the date of the finding of unsuitability by such Gaming Authority, which may be less than 30 days following the notice of redemption, if so ordered by such Gaming Authority.  The Issuers shall notify the Trustee in writing of any such redemption as soon as practicable and the redemption price of each Note to be redeemed.

The Holder or beneficial owner applying for a license, qualification or a finding of suitability must pay all costs of the licensure and investigation for such qualification or finding of suitability.  Under this Indenture, the Issuers are not required to pay or reimburse any Holder of the Notes or beneficial owner who is required to apply for such license, qualification or finding of suitability for the costs of the licensure and investigation for such qualification or finding of suitability.  Such expense will, therefore, be the obligation of such Holder or beneficial owner.

ARTICLE IV
COVENANTS

Section 4.1Payment of Notes

The Issuers shall duly and promptly pay or cause to be paid the Accreted Value of, premium, if any, and Interest on the Notes on the dates and in the manner provided in the Notes.  The Issuers shall pay all Liquidated Damages, if any, in cash on the applicable Interest Payment Date in the amounts set forth in the Registration Rights

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Agreement.  Accreted Value, premium, if any, and Interest (and Liquidated Damages, if any) shall be considered paid on the date due if the Paying Agent, if other than the Issuers or a subsidiary thereof, holds as of 12:00 noon Eastern time on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all Accreted Value, premium, if any, and Interest (and Liquidated Damages, if any) then due.

The Issuers (a) shall pay Interest (including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdue Accreted Value and premium, if any, at the then applicable interest rate on the Notes to the extent lawful, and (b) shall pay Interest (including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdue installments of Interest (and Liquidated Damages, if any), without regard to any applicable grace period, at the same rate to the extent lawful.

Section 4.2Maintenance of Office or Agency

The Issuers shall maintain in the Borough of Manhattan, The City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served.  The Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the designated corporate trust office of the Trustee.

The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such additional designations; provided, that no such designation or rescission shall in any manner relieve the Issuers of the Issuers’ obligation to maintain an office or agency in the Borough of Manhattan, The City of New York.  The Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Issuers in accordance with Section 2.3 hereof.

Section 4.3Commission Reports and Reports to Holders

(a)           Whether or not the Issuers are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Issuers shall deliver to the Trustee and to each Holder and to prospective purchasers of Notes identified to the Issuers by the Initial Purchaser, within 5 days after the Issuers are or would have been (if it were subject to such reporting obligations) required to file such with the Commission, (i) annual and quarterly financial statements substantially equivalent to financial statements that would have been required to be contained in a

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filing with the Commission on Forms 10-K and 10-Q if the Issuers were required to file such Forms, including in each case, Management’s Discussion and Analysis of Financial Condition and Results of Operations which would be so required, and including, with respect to annual information only, a report thereon by the Issuers’ certified independent public accountants as would be so required, and (ii) all information that would be required to be contained in a filing with the Commission on Form 8-K if the Issuers were required to file such report.

(b)           From and after the time the Issuers file a registration statement with the Commission with respect to the Notes, the Issuers will file with the Commission the annual, quarterly and other reports which the Issuers are required to file with the Commission at such time as are required to be filed.

(c)           The Issuers’ reporting obligations with respect to clauses (i) and (ii) of Section 4.3(a) shall be satisfied in the event the Issuers file such reports with the Commission on EDGAR and deliver a copy of such reports to the Trustee, unless the Commission will not accept such filings.

Section 4.4Compliance Certificate

(a)           The Issuers shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuers and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuers and the Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to his or her knowledge the Issuers and the Subsidiaries are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred and be continuing, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are taking or propose to take with respect thereto) and that to his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the Accreted Value of or premium, if any, or Interest (or Liquidated Damages, if any) on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto.  The Issuers shall provide the Trustee with timely written notice of any change in any of the Issuer’s fiscal year ends, each of which is currently December 31.

(b)           The Issuers shall, so long as any of the Notes are outstanding, deliver to the Trustee, within five Business Days of any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Section 4.5Taxes

The Issuers shall pay, and shall cause each of the Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as

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are contested in good faith and by appropriate proceedings or where the failure to effect such payment would not have a material adverse effect on the ability of the Issuers and the Guarantors to satisfy their obligations under the Notes, the Guarantees, this Indenture and the Registration Rights Agreement.

Section 4.6Stay, Extension and Usury Laws

The Issuers covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture.  The Issuers (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.7Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock

(a)           Except as set forth in this Section 4.7, the Issuers shall not and the Guarantors shall not, and neither the Issuers nor the Guarantors shall permit any of the Subsidiaries to, directly or indirectly, create, issue, assume, guarantee, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to “incur” or, as appropriate, an “incurrence”), any Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness), other than Permitted Indebtedness.

Notwithstanding the foregoing, if:

(1)           no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a pro forma basis to, such incurrence of such Indebtedness and

(2)           on the date of such incurrence (the “Incurrence Date”), the Issuers’ Consolidated Coverage Ratio for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least 2.0 to 1.0 (the “Debt Incurrence Ratio”),

then the Issuers and the Subsidiaries may incur such Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness).

(b)           The limitations of Section 4.7(a) hereof shall not prohibit the incurrence by the Issuers or any Guarantor of Indebtedness pursuant to the Credit

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Agreement in an aggregate principal amount incurred and outstanding at any time (plus any Permitted Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $15,000,000 (plus related interest, fees, indemnities, costs and expenses), minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale or Event of Loss applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to Section 4.13 hereof or (2) assumed by a transferee in an Asset Sale (such amount of Indebtedness pursuant to the Credit Agreement permitted to be incurred and outstanding pursuant to this Section 4.7(b), the “Credit Facility Basket”).

(c)           Indebtedness of any Person which is outstanding at the time such Person becomes a Subsidiary (including upon designation of any Unrestricted Subsidiary as a Subsidiary) or is merged with or into or consolidated with any of the Issuers or Subsidiaries shall be deemed to have been incurred at the time such Person becomes or is designated as a Subsidiary or is merged with or into or consolidated with any of the Issuers or Subsidiaries, as applicable.

(d)           Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, a guarantee by the Issuers or a Guarantor of the Indebtedness of any of the Issuers or Guarantors incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or if later at the time the guarantor thereof became a Guarantor shall not constitute a separate incurrence, or amount outstanding, of Indebtedness.

(e)           Upon each incurrence of Indebtedness, (i) the Issuers may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred, (ii) the Issuers may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and (iii) such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except that all Indebtedness initially outstanding under the Notes, the Guarantees and this Indenture shall be deemed to have been incurred pursuant to clause (a) of the definition of Permitted Indebtedness.

Section 4.8Limitation on Liens Securing Indebtedness

The Issuers shall not and the Guarantors shall not, and neither the Issuers nor the Guarantors shall permit any of the Subsidiaries to, create, incur, assume or suffer to exist any Lien of any kind, other than Permitted Liens, upon any of the Issuers’ or the Guarantors’ or the Subsidiaries’ respective assets now owned or acquired on or after the Issue Date or upon any income or profits therefrom securing any of the Issuers’ Indebtedness or any Indebtedness of any Guarantor.

Section 4.9Limitation on Restricted Payments

(a)           The Issuers shall not and the Guarantors shall not, and neither the Issuers nor the Guarantors shall permit any of the Subsidiaries to, directly or indirectly,

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make any Restricted Payment unless, after giving effect on a pro forma basis to such Restricted Payment:

(1)no Default or Event of Default shall have occurred and be continuing,

(2)the Issuers are permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio, provided, that in calculating the Debt Incurrence Ratio for purposes of this clause (2), Consolidated Fixed Charges shall be calculated as set forth in the final paragraph of the definition of “Consolidated Fixed Charges,” and

(3)the aggregate amount of all Restricted Payments made by the Issuers and the Subsidiaries, including after giving effect to such proposed Restricted Payment, on and after the Issue Date, would not exceed, without duplication, the sum of:

(A)50% of the Issuers’ aggregate Consolidated Net Income for the period (taken as one accounting period), commencing on the first day of the first full fiscal quarter commencing after the Issue Date occurs, to and including the last day of the fiscal quarter ended immediately prior to the date of each such calculation for which the Issuers’ consolidated financial statements are required to be delivered to the Trustee or, if sooner, filed with the Commission (or, in the event Consolidated Net Income for such period is a deficit, then minus 100% of such deficit), plus

(B)the aggregate Net Cash Proceeds received by the Issuers from the sale of the Issuers’ Qualified Capital Stock after the Issue Date (other than (i) to one of the Subsidiaries, (ii) to the extent applied in connection with a Qualified Exchange or, to avoid duplication, otherwise given credit for in any provision of this or the following paragraph, (iii) used as consideration to make a Permitted Investment or (iv) issued upon the conversion or exchange of any Indebtedness of the Issuers or the Subsidiaries convertible or exchangeable for the Issuers’ Qualified Capital Stock as described in paragraph (C) below), plus

(C)the amount by which Indebtedness of the Issuers or the Subsidiaries is reduced on the Issuers’ balance sheet upon the conversion or exchange (other than by one of the Subsidiaries) subsequent to the Issue Date of any Indebtedness of the Issuers or the Subsidiaries convertible or exchangeable for the Issuers’ Qualified Capital Stock (less the amount of any cash, or the fair market value of any other property, distributed by the Issuers or any of the Subsidiaries upon such conversion or exchange), plus

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(D)except in each case, in order to avoid duplication, to the extent any such payment or proceeds have been included in the calculation of Consolidated Net Income, an amount equal to the net reduction in Investments (other than returns of or from Permitted Investments) in any Person (including an Unrestricted Subsidiary) resulting from:

(i)cash distributions on or cash repayments of any Investments, including payments of interest on Indebtedness, dividends, repayments of loans or advances, or other distributions or other transfers of assets, in each case to the Issuers or any Subsidiary,

(ii)the Net Cash Proceeds from the sale of any such Investment, or

(iii)if such Person is an Unrestricted Subsidiary, the redesignation of such Person as a Subsidiary,

valued in each case as provided in the definition of “Investments,” and not to exceed, in each case, the amount of Investments previously made (and that were treated as Restricted Payments) by the Issuers or any Subsidiary in such Person, including, if applicable, such Unrestricted Subsidiary, less the cost of disposition.

(b)Section 4.9(a) hereof, however, shall not prohibit:

(1)so long as clause (1) of Section 4.9(a) hereof is satisfied, repurchases, redemptions or other retirements or acquisitions of Capital Stock from the Issuers’ employees or directors (or their heirs or estates) or employees or directors (or their heirs or estates) of the Subsidiaries upon the death, disability or termination of employment, in an aggregate amount pursuant to this clause (1) to all employees or directors (or their heirs or estates) not to exceed (A) $250,000 per fiscal year on and after the Issue Date or (B) $1,000,000 in the aggregate,

(2)any dividend, distribution or other payments by any of the Subsidiaries on its Equity Interests that is paid pro rata to all holders of such Equity Interests,

(3)a Qualified Exchange,

(4)the payment of any dividend on Qualified Capital Stock within 60 days after the date of its declaration if such dividend could have been made on the date of such declaration in compliance with the foregoing provisions,

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(5)the redemption and repurchase of any Equity Interests or Indebtedness of the Issuers or any of the Subsidiaries to the extent required by any Gaming Authority,

(6)so long as clause (1) of Section 4.9(a) is satisfied, payment of management fees not to exceed, for any fiscal year, 5.0% of the Consolidated EBITDA of the Issuers for the immediately preceding fiscal year,

(7)with respect to each tax year or portion thereof that an Issuer qualifies as a Flow Through Entity and so long as clause (1) above is satisfied, the payment of Permitted Tax Distributions (whether paid in such tax year or portion thereof, or any subsequent tax year) in respect of such Issuer; provided, that (A) prior to the first payment of Permitted Tax Distributions during any particular calendar year such Issuer provides an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the Trustee to the effect that such Issuer and each other Flow Through Entity in respect of which such distributions are being made qualify as Flow Through Entities for United States federal income tax purposes and for the states in respect of which such distributions are being made for such tax year or portion thereof, (B) at the time of such distribution, the most recent audited financial statements of such Issuer for periods including such tax year or portion thereof provided to the Trustee pursuant to Section 4.3 hereof provide that such Issuer and each subsidiary of such Issuer in respect of which such distributions are being made was treated as a Flow Through Entity for the period of such financial statements, (C) in the case of the portion, if any, of any Permitted Tax Distribution that is proposed to be distributed for a particular taxable period or portion thereof, which portion of such Permitted Tax Distribution is attributable to a Flow Through Entity that is not a Subsidiary, such portion of such proposed Permitted Tax Distribution shall be limited to the Excess Cash Distribution Amount for Taxes, and (D) the amount of such Permitted Tax Distribution shall not exceed the Available Permitted Tax Distribution, and

(8)so long as clause (1) of Section 4.9(a) hereof is satisfied, Restricted Payments not otherwise permitted by this covenant in an aggregate amount pursuant to this clause (8) not to exceed $2,500,000.

(c)           The full amount of any Restricted Payment made pursuant to the foregoing clauses (1), (2), (4) and (8) (but not pursuant to clause (3), (5), (6) or (7)) of the immediately preceding sentence, however, shall be counted as Restricted Payments made for purposes of the calculation of the aggregate amount of Restricted Payments available to be made referred to in clause (3) of Section 4.9(a).

(d)           For purposes of this Section 4.9, the amount of any Restricted Payment made or returned, if other than in cash, shall be the fair market value thereof, as

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determined in the reasonable good faith judgment of the applicable Issuer’s Board of Directors, unless stated otherwise, at the time made or returned, as applicable.

Section 4.10Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries

The Issuers shall not and the Guarantors shall not, and neither the Issuers nor the Guarantors shall permit any of the Subsidiaries to, directly or indirectly, incur or suffer to exist any consensual restriction on the ability of any of the Subsidiaries (i) to pay dividends or make other distributions to or on behalf of, (ii) to pay any obligation to or on behalf of, (iii) to otherwise transfer assets or property to or on behalf of, or (iv) to make or pay loans or advances to or on behalf of, the Issuers or any of the Subsidiaries, except:

(1)restrictions imposed by the Notes, the Guarantees or this Indenture or by the Issuers’ other Indebtedness (which may also be guaranteed by the Guarantors) ranking pari passu with the Notes or the Guarantees, as applicable; provided, that such restrictions are no more restrictive in any material respect than those imposed by this Indenture and the Notes,

(2)restrictions imposed by applicable law,

(3)existing restrictions under Existing Indebtedness,

(4)restrictions under (i) any Acquired Indebtedness not incurred in violation of this Indenture or (ii) any agreement relating to any business, property or asset (including any Equity Interest) acquired by the Issuers or any of the Subsidiaries, which restrictions in the case of both (i) and (ii) existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Person, other than the Person acquired, or to any property, asset or business, other than the property, assets and business so acquired,

(5)restrictions imposed by Senior Debt incurred in accordance with this Indenture; provided, that such restrictions are no more restrictive in any material respect than those imposed by the Credit Agreement as of the Issue Date,

(6)restrictions with respect solely to any of the Subsidiaries imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all of the Equity Interests or assets of such Subsidiary; provided, that such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold,

(7)restrictions on transfer contained in FF&E Financing, Purchase Money Indebtedness or Capitalized Lease Obligations permitted to be incurred pursuant to Section 4.7 hereof; provided, that such restrictions relate only

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to the transfer of the property acquired with the proceeds of such Indebtedness, and

(8)in connection with and pursuant to Permitted Refinancing Indebtedness, the replacement of restrictions imposed pursuant to clauses (1), (3), (4) or (7) of this Section 4.10 or this clause (8) that are not more restrictive in any material respect as determined by the Board of Directors of the applicable Issuer in its reasonable good faith judgment than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced.

Notwithstanding the foregoing, (a) there may exist customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice and (b) any asset subject to a Lien which is not prohibited to exist with respect to such asset pursuant to the terms of this Indenture may be subject to customary restrictions on the transfer or disposition thereof pursuant to such Lien.

Section 4.11Limitations on Layering Indebtedness

The Issuers and the Guarantors shall not, and neither the Issuers nor the Guarantors shall permit any of the Subsidiaries to, directly or indirectly, incur, or suffer to exist any Indebtedness that is contractually subordinated in right of payment to any of the Issuers’ Senior Debt or any Senior Debt of a Guarantor unless, by its terms, such Indebtedness is contractually subordinated in right of payment to, or ranks pari passu with, the Notes or the Guarantees, as applicable.

Section 4.12Limitation on Transactions with Affiliates

The Issuers and the Guarantors shall not, and neither the Issuers nor the Guarantors shall permit any of the Subsidiaries to, on or after the Issue Date, directly or indirectly, sell, lease, transfer or otherwise dispose of any of the Issuers’ or their properties or assets to, or purchase any property or assets from, or enter into or suffer to exist any contract, agreement, understanding, loan, advance, guarantee, arrangement or transaction with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”), or any series of related Affiliate Transactions (other than Exempted Affiliate Transactions):

(1)unless it is determined that the terms of such Affiliate Transaction(s) are fair and reasonable to the Issuers, and no less favorable to the Issuers than could have been obtained in an arm’s length transaction with a non-Affiliate,

(2)if involving consideration to either party of $1,000,000 or more, unless such Affiliate Transaction(s) has been approved by a majority of the members of the Board of Directors of the applicable Issuer that are

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disinterested in such transaction, if there are any directors who are so disinterested, and

(3)if involving consideration to either party of $2,500,000 or more (or $1,000,000 or more if no members of the Board of Directors of the applicable Issuer are disinterested in such transaction) unless, in addition to complying with clauses (1) and (2) above, the Issuers, prior to the consummation thereof, obtain a written favorable opinion as to the fairness of such transaction(s) to the Issuers from a financial point of view from an independent investment banking firm of national reputation in the United States or, if pertaining to a matter for which such investment banking firms do not customarily render such opinions, an appraisal or valuation firm of national reputation in the United States.

Section 4.13Limitation on Sale Of Assets And Subsidiary Stock

(a)           The Issuers shall not and the Guarantors shall not, and neither the Issuers nor the Guarantors shall permit any of the Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of the Issuers’ or their property, business or assets, including by merger or consolidation (in the case of a Guarantor or one of the Subsidiaries), and including any sale or other transfer or issuance of any Equity Interests of any of the Subsidiaries, whether by the Issuers or any of the Subsidiaries or through the issuance, sale or transfer of Equity Interests by any of the Subsidiaries and including any sale-leaseback transaction (any of the foregoing, an “Asset Sale”) unless:

(1)at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents, and

(2)the Board of Directors of the applicable Issuer determines in reasonable good faith that such Issuer or such Subsidiary will receive, as applicable, fair market value for such Asset Sale.

For purposes of clause (1) of this Section 4.13(a), the following shall be deemed to constitute cash or Cash Equivalents: (a) the amount of any Indebtedness or other liabilities (other than Indebtedness or liabilities that are by their terms subordinated to the Notes and the Guarantees) of the Issuers or such Subsidiary that are assumed by the transferee of any such assets so long as the documents governing such liabilities provide that there is no further recourse to the Issuers or any of the Subsidiaries with respect to such liabilities and (b) fair market value of any marketable securities, currencies, notes or other obligations received by the Issuers or any such Subsidiary in exchange for any such assets that are converted into cash or Cash Equivalents within 30 days after the consummation of such Asset Sale, provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received.

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(b)           Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the “Asset Sale Amount”), if used, shall be:

(1)(i) used to retire Purchase Money Indebtedness secured by the asset which was the subject of the Asset Sale, or (ii) used to retire and permanently reduce Indebtedness incurred under the Credit Agreement and other Senior Debt; provided, that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount; or

(2)invested in assets and property (other than notes, bonds, obligations and securities, except in connection with the acquisition of a Person in a Related Business which immediately following such acquisition becomes a Guarantor) which in the reasonable good faith judgment of the applicable Issuer’s Board of Directors will immediately constitute or be a part of a Related Business of the Issuers or such Guarantor (if it continues to be a Guarantor) immediately following such transaction (such assets or property, the “Related Business Assets”); or

(3)any combination of (1) or (2).

(c)           All Net Cash Proceeds from an Event of Loss shall be used as follows: (x) first, the Issuers shall use such Net Cash Proceeds to the extent necessary to rebuild, repair, replace or restore the assets subject to such Event of Loss with comparable assets; and (y) then, to the extent any Net Cash Proceeds from an Event of Loss are not used as described in the preceding clause (x) all such remaining Net Cash Proceeds shall be reinvested or used as provided in clause (1), (2) or (3) of Section 4.13(b) hereof.

(d)           The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in clause (1), (2) or (3) of Section 4.13(b) hereof and the accumulated Net Cash Proceeds from any Event of Loss not applied as set forth in clause (x) or (y) of Section 4.13(c) hereof shall constitute “Excess Proceeds.” Pending the final application of any Net Cash Proceeds,  the Issuers may temporarily reduce revolving credit borrowings or otherwise invest or use for general corporate purposes the Net Cash Proceeds in any manner that is not prohibited by this Indenture; provided, however, that the Issuers may not use the Net Cash Proceeds (x) to make Restricted Payments other than Restricted Payments that are solely Restricted Investments or (y) to make Permitted Investments pursuant to clause (a) of the definition thereof.

(e)           When the Excess Proceeds equal or exceed $5,000,000, the Issuers shall offer to repurchase the Notes, together with any other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Issuers to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (the “Asset Sale Offer”) at a purchase price of 100% of (x) in the case of the Notes, the Accreted Value thereof on the Asset Sale Purchase Date (as defined below), and (y) in the case of any

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such other Indebtedness, the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) on the Asset Sale Purchase Date (the “Asset Sale Offer Price”) together with accrued and unpaid interest (and Liquidated Damages, if any) to the Asset Sale Purchase Date.  In order to effect the Asset Sale Offer, the Issuers shall promptly after expiration of the 360-day period following the Asset Sale that produced such Excess Proceeds mail to each Holder of Notes notice of the Asset Sale Offer (the “Asset Sale Notice”), offering to purchase the Notes on a date (the “Asset Sale Purchase Date”) that is no earlier than 30 days and no later than 60 days after the date that the Asset Sale Notice is mailed.

On the Asset Sale Purchase Date, the Issuers shall apply an amount equal to the Excess Proceeds (the “Asset Sale Offer Amount”) plus an amount equal to accrued and unpaid interest (and Liquidated Damages, if any) to the purchase of all Indebtedness properly tendered in accordance with the provisions of this Section 4.13 (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price together with accrued and unpaid interest (and Liquidated Damages, if any) to the Asset Sale Purchase Date.  To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Issuers may use any remaining Net Cash Proceeds as otherwise permitted by this Indenture.  Following the consummation of each Asset Sale Offer in accordance with the provisions of this Section 4.13, the Excess Proceeds amount shall be reset to zero.

(f)            Notwithstanding, and without complying with, the provisions of this Section 4.13:

(1)the Issuers and the Subsidiaries may convey, sell, transfer, assign or otherwise dispose of assets with a fair market value (or that result in gross proceeds) of less than $1,000,000, until the aggregate fair market value and gross proceeds of the transactions excluded from the definition of Asset Sale pursuant to this clause (1) exceed $5,000,000;

(2)the Issuers and the Subsidiaries may, in the ordinary course of business, (x) exchange gaming equipment or other FF&E for replacement items, (y) convey, sell, transfer, assign or otherwise dispose of inventory and other assets acquired and held for resale in the ordinary course of business and (z) liquidate Cash Equivalents;

(3)the Issuers and the Subsidiaries may convey, sell, transfer, assign or otherwise dispose of assets pursuant to and in accordance with Article V hereof;

(4)the Issuers and the Subsidiaries may sell or dispose of damaged, worn out or other obsolete personal property in the ordinary course of business so long as such property is no longer necessary for the proper conduct of the Issuers’ business or the business of such Subsidiary, as applicable;

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(5)the Issuers and the Subsidiaries may convey, sell, transfer, assign or otherwise dispose of assets to the Issuers or any of the Guarantors;

(6)the Issuers and the Subsidiaries may settle, release or surrender tort or other litigation claims in the ordinary course of business or grant Liens not prohibited by this Indenture;

(7)the Issuers and the Subsidiaries may exchange any property or assets for Related Business Assets (as defined in Section 4.13(b)(2) hereof); and

(8)the Issuers and the Subsidiaries may make Permitted Investments pursuant to clause (d) of the definition thereof and Restricted Investments that are not prohibited by Section 4.9 hereof;.

(g)           Any Asset Sale Offer shall be made in compliance with all applicable laws, rules, and regulations, including, if applicable, Regulation 14E of the Exchange Act and the rules and regulations thereunder and all other applicable federal and state securities laws.  To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.13, the Issuers’ compliance or the compliance of any of the Subsidiaries with such laws and regulations shall not in and of itself cause a breach of the Issuers’ obligations under this Section 4.13.

(h)           If the Asset Sale Purchase Date is on or after an Interest Record Date and on or before the associated Interest Payment Date, any accrued and unpaid Interest (and Liquidated Damages, if any) due on such Interest Payment Date shall be paid to the Person in whose name a Note is registered at the close of business on such Interest Record Date.

(i)            The Trustee shall be entitled to receive in connection with an Asset Sale such documents, if any, required by the TIA.

(j)            Prior to complying with any of the provisions of Section 4.13(e) hereof, the Issuers shall be required either to repay all outstanding Senior Debt or to obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by Section 4.13(e) hereof.

Section 4.14Repurchase of Notes at the Option of the Holder Upon a Change of Control

(a)           In the event that a Change of Control has occurred, each Holder of Notes shall have the right, at such Holder’s option, pursuant to an offer (subject only to conditions required by applicable law, if any) by the Issuers(the “Change of Control Offer”), to require the Issuers to repurchase all or any part of such Holder’s Notes (provided, that the principal amount at maturity of such Notes must be $1,000 or an integral multiple thereof) at a cash price equal to 101% of the Accreted Value thereof on the Change of Control Purchase Date (as defined below) (the “Change of Control

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Purchase Price”), together with accrued and unpaid Interest (and Liquidated Damages, if any) to the Change of Control Purchase Date.

The Change of Control Offer shall be made within 30 days following a Change of Control and shall remain open for at least 30 days following its commencement (the “Change of Control Offer Period”). On the Change of Control Purchase Date, to the extent lawful, the Issuers promptly shall purchase all Notes properly tendered in response to the Change of Control Offer.

As used herein, a “Change of Control” means any of the following:

(1)prior to consummation of an Initial Public Offering, the Existing Stockholders, in the aggregate, shall (A) cease to be entitled, by beneficial ownership of the Voting Equity Interests of the Issuers, contract or otherwise, to elect or designate for election a majority of the Board of Directors of each of the Issuers or (B) cease to beneficially own more than 50% of the aggregate voting power of the Voting Equity Interests of each of the Issuers, in each case, whether as a result of issuance of the securities of one or more Issuers, any merger, consolidation, liquidation or dissolution of one or more Issuers, any direct or indirect transfer of securities by the Existing Stockholders or otherwise;

(2)after the consummation of an Initial Public Offering, (A) any “person” (including any group that is deemed to be a “person”) (other than the Existing Stockholders) is or becomes the beneficial owner, directly or indirectly, of more than 35% of the aggregate voting power of the Voting Equity Interests of any of the Issuers, and (B) one or more of the Existing Stockholders beneficially own, directly or indirectly, in the aggregate, a lesser percentage of the aggregate voting power of the Voting Equity Interests of such Issuer than such other person and do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of such Issuer;

(3)any of the Issuers adopts a plan of liquidation;

(4)the Continuing Directors cease for any reason to constitute a majority of the Board of Directors then in office of any of the Issuers; or

(5)any merger or consolidation of any of the Issuers with or into another person or the merger of another person with or into any of the Issuers, or the sale of all or substantially all of the assets (determined on a consolidated basis) of the Issuers to another person (other than, in all such cases, one or more of the Existing Stockholders) other than, with respect to this clause (5), a transaction in which the holders of securities that represented 100% of the aggregate voting power of such Issuer’s Voting Equity Interests immediately prior to such transaction own directly or indirectly at least a majority of the aggregate voting power of the Voting

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Equity Interests of the surviving person in such merger or consolidation or the transferee of such assets immediately after such transaction or have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of such transferee or surviving person.

As used in this Section 4.14, “Person” (including any group that is deemed to be a “Person”) has the meaning given by Section 13(d) of the Exchange Act, whether or not applicable.

(b)           On or before the Change of Control Purchase Date, the Issuers shall:

(1)           accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer,

(2)           deposit with the Paying Agent cash sufficient to pay the Change of Control Purchase Price, together with accrued and unpaid Interest (and Liquidated Damages, if any) to the Change of Control Purchase Date of all Notes so tendered, and

(3)           deliver to the Trustee the Notes so accepted together with an Officers’ Certificate listing the Notes or portions thereof being purchased by the Issuers.

The Paying Agent promptly shall pay each Holder of Notes so accepted an amount equal to the Change of Control Purchase Price together with accrued and unpaid Interest (and Liquidated Damages, if any) to the Change of Control Purchase Date, and the Trustee promptly shall authenticate and deliver to such Holders a new Note equal in principal amount at maturity to any unpurchased portion of the Note surrendered.  Any Notes not so accepted shall be delivered promptly by the Issuers to the Holder thereof.  The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.

The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether or not any other provisions of this Indenture are applicable.

(c)           The Issuers shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

(d)           Any Change of Control Offer shall be made in compliance with all applicable laws, rules and regulations, including, if applicable, Regulation 14E under the Exchange Act and the rules thereunder and all other applicable federal and state securities laws.  To the extent that the provisions of any securities laws or regulations conflict with

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the provisions of this Section 4.14, the compliance by any of the Issuers or the Guarantors with such laws and regulations shall not in and of itself cause a breach of the Issuers’ or the Guarantors’ obligations under this Section 4.14.

(e)           If the Change of Control Purchase Date is on or after an Interest Record Date and on or before the associated Interest Payment Date, any accrued and unpaid Interest (and Liquidated Damages, if any) due on such Interest Payment Date shall be paid to the Person in whose name a Note is registered at the close of business on such Interest Record Date.

(f)            Prior to complying with any of the provisions of this Section 4.14, but in any event within 90 days following a Change of Control, the Issuers shall be required either to repay all outstanding Senior Debt or to obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.14.

Section 4.15Subsidiary Guarantors

All of the Issuers’ present and future Subsidiaries (other than Excluded Foreign Subsidiaries) shall (i)  jointly and severally guarantee all Accreted Value of and all premium, if any, and Interest (and Liquidated Damages, if any) on the Notes on a senior subordinated unsecured basis by executing a Guarantee and a supplemental indenture in accordance with Article XI of this Indenture, and (ii) deliver to the Trustee the documents and Opinion of Counsel required by Section 11.4 hereof.

Notwithstanding anything in this Indenture to the contrary, (i) if any of the Excluded Foreign Subsidiaries that is not a Guarantor guarantees any Indebtedness of any of the Issuers or any of the Guarantors, or (ii) any of the Issuers or any of the Guarantors, individually or collectively, pledges more than 65% of the Voting Equity Interests of a Foreign Subsidiary that is not a Guarantor to a lender to secure the Indebtedness of any of the Issuers or any of the Guarantors, then in the cases described in each of clauses (i) and (ii), such Foreign Subsidiary must become a Guarantor.  As of the Issue Date, the Issuers have no Foreign Subsidiaries, and all Subsidiaries of the Issuers are Guarantors.

Section 4.16Limitation on Status as Investment Company

The Issuers, the Guarantors and the Subsidiaries are prohibited from being required to register as an “investment company” (as that term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”)), or from otherwise becoming subject to regulation under the Investment Company Act.

Section 4.17Maintenance of Properties and Insurance

The Issuers and the Guarantors shall cause all material properties used or useful to the conduct of their business and the business of each of the Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) in all material respects and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and

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improvements thereof, all as in their reasonable judgment may be necessary, so that the business carried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section 4.17 shall prevent any of the Issuers, any Guarantor or any Subsidiary from discontinuing any operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is (a) in the reasonable good faith judgment of the Board of Directors of the applicable Issuer, desirable in the conduct of the business of such entity and (b) not otherwise prohibited by this Indenture.

Section 4.18Corporate Existence

Subject to Article V hereof, each Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence and the corporate, partnership or other existence of each of the Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of such Issuer or such Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of such Issuer and each of the Subsidiaries; provided, however, that such Issuer shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of the Subsidiaries, if such Issuer’s Board of Directors shall determine in reasonable good faith that the preservation thereof is no longer desirable in the conduct of the business of the Issuers and the Subsidiaries, taken as a whole, and that the loss thereof would not have a material adverse effect on the ability of the Issuers and the Guarantors to satisfy their obligations under the Notes, the Guarantees and this Indenture.

Section 4.19Limitation on Lines of Business

 The Issuers shall not and the Guarantors shall not, and neither the Issuers nor the Guarantors shall permit any of the Subsidiaries to, directly or indirectly engage to any substantial extent in any line or lines of business activity other than that which, in the reasonable good faith judgment of the applicable Issuer’s Board of Directors, is a Related Business.

Section 4.20Rule 144A Information

At any time the Issuers are not required to file the reports required by Section 4.3 hereof, the Issuers shall, and the Guarantors shall, furnish to the Holders or beneficial holders of Notes, upon their request, and to prospective purchasers thereof designated by such Holders or beneficial holders of Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.21[Intentionally Omitted]

Section 4.22Joint and Several Obligations of the Issuers; Reimbursement

(a)           The Notes are joint and several obligations of each of the Issuers.  However, the Obligation of each Issuer under this Indenture and the Notes shall be limited, as described in this Section 4.22, if and only if and only to the extent necessary,

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taking account of the reimbursement obligation set forth in Section 4.22(b), so that the limitation would prevent the full amount of the Obligations under this Indenture and the Notes from rendering such Issuer’s obligations under this Indenture and the Notes subject to avoidance as a fraudulent obligation under any law permitting avoidance of fraudulent transfers, conveyances, or obligations.

(b)           If any payment or distribution is made on any date by an Issuer (a “Funding Issuer”) under this Indenture or the Notes such that such Funding Issuer’s Aggregate Payments exceed its Fair Share as of such date, such Funding Issuer shall be entitled to reimbursement from each of the other Issuers in an amount sufficient to cause each Issuer’s Aggregate Payments to equal its Fair Share as of such date.

(c)           As used in this Section 4.22, the following terms have the following respective meanings:

“Fair Share” means, with respect to an Issuer as of any date of determination, an amount equal to: (i) the ratio of (A) such Issuer’s asset book value as of the date of issuance of the Notes to (B) the aggregate of the asset book values as of the date of issuance of the Notes of all Issuers multiplied by (ii) the aggregate amount owing under this Indenture and the Notes.

“Aggregate Payments” means, with respect to an Issuer as of any date of determination, an amount equal to (i) the aggregate amount of all payments and distributions made on or before such date by such Issuer in respect of this Indenture and the Notes (including in respect of contributions under the foregoing provisions), minus (ii) the aggregate amount of all payments received on or before such date by such Issuer from the other Issuers as reimbursement under the foregoing provisions.

The amounts payable as reimbursement hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Issuer.  The allocation among Issuers of their obligations as set forth in the foregoing subsections of this Section 4.22 shall not be construed in any way to limit the liability of any Issuer hereunder, except as expressly provided in Section 4.22(a) hereof.

Section 4.23Liquidated Damages Notice

In the event that the Issuers are required to pay Liquidated Damages to Holders of Notes pursuant to the Registration Rights Agreement, the Issuers shall provide written notice (“Liquidated Damages Notice”) to the Trustee of the Issuers’ obligation to pay Liquidated Damages no later than 15 days prior to the proposed payment date for the Liquidated Damages, and the Liquidated Damages Notice shall set forth the amount of Liquidated Damages to be paid by the Issuers on such payment date.  The Trustee shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Liquidated Damages, or with respect to the nature, extent, or calculation of the

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amount of Liquidated Damages owed, or with respect to the method employed in such calculation of the Liquidated Damages.

Section 4.24Calculation of Original Issue Discount

The Issuers shall file with the Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on outstanding Notes as of the end of such year and (ii) such other specific information relating to such original issue discount as may then be relevant under the Code.

ARTICLE V
MERGER AND SUCCESSORS

Section 5.1Limitation on Merger, Sale or Consolidation

The Issuers shall not consolidate with or merge with or into another Person or, directly or indirectly, sell, lease, convey or transfer all or substantially all of the Issuers’ assets (such amounts to be computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless:

(1)either (a) one or more Issuers is the surviving Person or Persons or (b) each resulting, surviving or transferee Person is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the Issuers’ Obligations in connection with the Notes, this Indenture and the Registration Rights Agreement;

(2)no Default or Event of Default shall exist or shall occur immediately after giving effect to such transaction on a pro forma basis;

(3)unless such transaction is solely the merger of the Issuers and one of the Issuers’ previously existing Wholly Owned Subsidiaries which is also a Guarantor for the purpose of reincorporation into another jurisdiction, and which transaction is not for the purpose of evading this provision and not in connection with any other transaction, immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the resulting, surviving or transferee Person is at least equal to the Issuers’ Consolidated Net Worth immediately prior to such transaction;

(4)unless such transaction is solely the merger of the Issuers and one of the Issuers’ previously existing Wholly Owned Subsidiaries which is also a Guarantor for the purpose of reincorporation into another jurisdiction, and which transaction is not for the purpose of evading this provision and not in connection with any other transaction, immediately after giving effect to such transaction on a pro forma basis, the resulting, surviving or

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transferee Person would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio; provided, that this clause (4) shall not apply to a transaction which is solely (x) a merger of one or more of the Issuers into another Issuer, or (y) a merger of all of the Issuers with and into a newly formed corporation that immediately prior to such merger does not hold any assets, is not liable for any obligations and has not previously engaged in any business activities, in the case of each of clauses (x) and (y), (I) which merger is solely for the purpose of consolidating the Issuers and (II) immediately after giving effect to such transaction on a pro forma basis, the Debt Incurrence Ratio of the resulting, surviving or transferee Person(s) is not less than the Debt Incurrence Ratio of the Issuers immediately prior to such transaction;

(5)such transaction would not result in the loss or suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with such loss, suspension or material impairment; and

(6)each Guarantor shall have, if required by the terms of this Indenture, confirmed in writing that its Guarantee shall apply to the Issuers’ Obligations or the Obligations of each resulting, surviving or transferee Person in accordance with the Notes, this Indenture, and the Registration Rights Agreement.

Section 5.2Successor Corporation Substituted

In the event of any transaction (other than a lease or transfer of less than all of the Issuers’ assets) in accordance with the foregoing in which the Issuers are not the surviving Person, the resulting, surviving or transferee Person shall succeed to and be substituted for, and may exercise every right and power of, the applicable Issuer(s) under this Indenture with the same effect as if such resulting, surviving or transferee Person had been named therein as an “Issuer.”

For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of all or substantially all of the properties and assets of one or more of the Subsidiaries, the Issuers’ interest in which constitutes all or substantially all of the Issuers’ properties and assets, shall be deemed to be the transfer of all or substantially all of the Issuers’ properties and assets.

ARTICLE VI
DEFAULTS AND REMEDIES

Section 6.1Events of Default

“Event of Default,” wherever used herein, means any of the following events:

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(1)the Issuers failure to pay any installment of Interest (or Liquidated Damages, if any) on the Notes as and when the same becomes due and payable (whether or not such payment is prohibited by the subordination provisions of Article X hereof) and the continuance of any such failure for 30 days;

(2)the Issuers’ failure to pay all or any part of the Accreted Value of or premium, if any, on the Notes when and as the same becomes due and payable at maturity, redemption, by acceleration or otherwise, including, without limitation, payment of the Change of Control Purchase Price or the Asset Sale Offer Price, on Notes validly tendered and not properly withdrawn pursuant to a Change of Control Offer or Asset Sale Offer, as applicable (in each case, whether or not such payment is prohibited by the subordination provisions of Article X hereof);

(3)the Issuers’ failure or the failure by any of the Guarantors or any of the Subsidiaries to observe or perform any other covenant or agreement contained in the Notes or this Indenture and, except for the provisions under Sections 4.9, 4.13, 4.14 and 5.1 hereof, the continuance of such failure for a period of 30 days after the earlier of written notice to the Issuers by the Trustee or written notice to the Issuers and the Trustee by the Holders of at least 25% in aggregate principal amount at maturity of the Notes outstanding;

(4)the cessation of substantially all gaming operations of the Issuers and the Subsidiaries, taken as a whole, for more than 90 days, except as a result of an Event of Loss;

(5)any revocation, suspension, expiration (without previous or concurrent renewal) or loss of any Gaming License of any of the Issuers or any Subsidiary for more than 90 days;

(6)a default occurs (after giving effect to any waivers, amendments, applicable grace periods or any extension of any maturity date) in the Issuers’ Indebtedness or the Indebtedness of any of the Subsidiaries with an aggregate amount outstanding in excess of $5,000,000 (a) resulting from the failure to pay principal of such Indebtedness at maturity, or (b) if as a result of such default, the maturity of such Indebtedness has been accelerated prior to its stated maturity;

(7)final, unsatisfied judgments not covered by insurance aggregating in excess of $5,000,000, at any one time rendered against the Issuers or any of the Subsidiaries and not stayed, bonded or discharged within 60 days after their entry,;

(8)any Guarantee of a Guarantor ceases to be in full force and effect or becomes unenforceable or invalid or is declared null and void (other than

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in accordance with the terms of the Guarantee and this Indenture) or any Guarantor denies or disaffirms its Obligations under its Guarantee;

(9)a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries in an involuntary case under any applicable Bankruptcy Law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries or for all or substantially all of the property and assets of any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries or (C) the winding up or liquidation of the affairs of any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries and, in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days, or

(10)any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries (A) commences a voluntary case under any applicable Bankruptcy Law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries or for all or substantially all of the property and assets of any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries or (C) effects any general assignment for the benefit of creditors.

If a Default occurs and is continuing, the Trustee shall, within 90 days after the occurrence of such Default, give to the Holders notice of such Default.

If an Event of Default occurs and is continuing (other than an Event of Default specified in clause (9) or (10) above relating to any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries) then in every such case, unless the Accreted Value of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the Notes then outstanding, by notice in writing to the Issuers (and to the Trustee if given by Holders) (an “Acceleration Notice”), may declare all Accreted Value thereof and all premium, if any, and accrued and unpaid Interest (and Liquidated Damages, if any) thereon to be due and payable immediately.  If an Event of Default specified in clause (9) or (10) above, relating to the Issuers, any of the Guarantors or any of their Significant Subsidiaries occurs, all Accreted Value thereof and all premium, if any, and accrued and unpaid Interest (and Liquidated Damages, if any) thereon will be immediately due and payable on all outstanding Notes without any declaration or other act on the part of the Trustee or the Holders.  The Holders of a majority in aggregate principal amount at maturity of Notes generally are authorized to rescind such acceleration if all existing Events of Default (other than the non-payment of the Accreted Value of and premium, if

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any, and Interest (and Liquidated Damages, if any) on the Notes which have become due solely by such acceleration) have been cured or waived.

Section 6.2Acceleration

(a)           If an Event of Default (other than an Event of Default specified in clause (9) or (10) of Section 6.1 hereof that occurs with respect to any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries) occurs and is continuing under this Indenture, then in every such case, unless the Accreted Value of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the Notes, then outstanding, by written notice to the Issuers (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the Accreted Value of, premium, if any, and accrued and unpaid Interest (and Liquidated Damages, if any) on the Notes to be due and payable immediately.  Upon a declaration of acceleration, such Accreted Value of, premium, if any, and accrued and unpaid Interest (and Liquidated Damages, if any) shall be immediately due and payable.  If an Event of Default specified in clause (9) or (10) of Section 6.1 hereof, relating to any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries occurs, all Accreted Value and accrued and unpaid Interest (and Liquidated Damages, if any) thereon will be immediately due and payable on all outstanding Notes without any declaration or other act on the part of the Trustee or the Holders.

(b)           At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article VI, the Holders of not less than a majority in aggregate principal amount at maturity of then outstanding Notes, by written notice to the Issuers and the Trustee, may rescind, on behalf of all Holders, any such declaration of acceleration and its consequences if all existing Events of Default (other than the non-payment of the Accreted Value of, premium, if any, and Interest (and Liquidated Damages, if any) on the Notes which have become due solely by such declaration of acceleration) have been cured or waived as provided in Section 6.4 hereof.

(c)           No such waiver shall cure or waive any subsequent Default or impair any right consequent thereon.

Section 6.3Other Remedies

If an Event of Default occurs and is continuing, the Trustee, may pursue any available remedy to collect the payment of Accreted Value, premium, if any, and Interest (and Liquidated Damages, if any) on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of

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Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  All remedies are cumulative to the extent permitted by law.

Section 6.4Waiver of Defaults

Subject to Section 6.7 hereof, and prior to the declaration of acceleration of the maturity of the Notes,  the Holders of a majority in aggregate principal amount at maturity of the outstanding Notes, by written notice to the Issuers and to the Trustee, may, on behalf of all Holders, waive any existing or past Default or Event of Default hereunder and its consequences under this Indenture, except (i) a Default in the payment of Accreted Value of or premium, if any, or Interest (or Liquidated Damages, if any) on any Note not yet cured as specified in clauses (1) and (2) of Section 6.1 hereof or (ii) a Default with respect to any covenant or provision hereof which, under Article IX, cannot be modified or amended without the consent of the Holder of each outstanding Note affected, which Default or Event of Default may be waived only with consent of the Holder of each outstanding Note affected.

Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right arising therefrom.

Section 6.5Control by Majority

Subject to all provisions of this Indenture and applicable law, the Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.  However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines in good faith may be unduly prejudicial to the rights of other Holders not joining in the giving of such direction or that may involve the Trustee in personal liability, and the Trustee may take any other action it deems proper that is not inconsistent with any such direction received from Holders.  Subject to Section 7.1 hereof, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee security or indemnity satisfactory to it.

Section 6.6Limitation on Suits

A Holder may pursue a remedy with respect to this Indenture or the Notes only if:

(a)such Holder gives to the Trustee written notice of a continuing Event of Default;

(b)the Holders of at least 25% in aggregate principal amount at maturity of the then outstanding Notes make a written request to the Trustee to pursue the remedy;

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(c)such Holder or Holders offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any costs, liability or expense;

(d)the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and

(e)during such 60-day period the Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes do not give the Trustee a direction inconsistent with the request.

A Holder may not use this Indenture to affect, disturb or prejudice the rights of another Holder or to obtain a preference or priority over another Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).

Section 6.7Rights of Holders of Notes to Receive Payment

Notwithstanding any other provision of this Indenture, except as permitted by Section 9.2 hereof, the right of any Holder to receive payment of the Accreted Value of, premium and Interest (and Liquidated Damages, if any) on a Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase) or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.8Collection Suit by Trustee

If an Event of Default specified in Section 6.1(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of Accreted Value of, premium and Interest (and Liquidated Damages, if any) remaining unpaid on the Notes and Interest on overdue Accreted Value and premium, if any, and, to the extent lawful, Interest (and Liquidated Damages, if any), and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.9Trustee May File Proofs of Claim

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Issuers (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such

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payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7 hereof.  To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.  Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and may be a member of the creditor’s committee.

Section 6.10Priorities

If the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order:

First:  to the Trustee, its agents and attorneys for amounts due under Section 7.7 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection (including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel);

Second:  to Holders for amounts due and unpaid on the Notes for Accreted Value, premium, if any, and Interest (and Liquidated Damages, if any), ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for Accreted Value, premium and Interest (and Liquidated Damages, if any), respectively;

Third:  without duplication, to the Holders for any other Obligations owing to the Holders under the Notes or this Indenture; and

Fourth:  to the Issuers or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.

Section 6.11Undertaking for Costs

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to

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pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7 hereof, or a suit by Holders of more than 10% in aggregate principal amount at maturity of the then outstanding Notes.

ARTICLE VII
TRUSTEE

Section 7.1Duties of Trustee

(a)           If an Event of Default of which the Trustee has knowledge has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)           Except during the continuance of an Event of Default of which the Trustee has knowledge:

(i)            the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii)           in the absence of bad faith on its part, the Trustee may conclusively rely, without investigation, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which are specifically required by any provision hereof to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but the Trustee need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c)           The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i)            this paragraph (c) does not limit the effect of paragraph (b) of this Section 7.1;

(ii)           the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts;

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(iii)          the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5 hereof; and

(iv)          no provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability.  The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

(d)           Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to Sections 7.1 and 7.2 hereof.

(e)           The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.  Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.2Rights of Trustee

(a)           In connection with the Trustee’s rights and duties under this Indenture, the Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person.  The Trustee need not investigate any fact or matter stated in the document.

(b)           Before the Trustee acts or refrains from acting under this Indenture, it shall require an Officers’ Certificate or an Opinion of Counsel or both.  The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel.  The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c)           The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder by or through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(d)           The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e)           Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers shall be sufficient if signed by an Officer of the Issuer.

(f)            The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the

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Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(g)           Except with respect to Section 4.1 hereof, the Trustee shall have no duty to inquire as to the performance of the Issuers’ covenants in Article IV hereof.  In addition, the Trustee shall not be deemed to have knowledge of any Default or Event of Default except (i) any Event of Default occurring pursuant to Sections 6.1(1) or 6.1(2) hereof or (ii) any Default or Event of Default of which the Trustee shall have received written notification in the manner set forth in this Indenture or a Responsible Officer of the Trustee shall have obtained actual knowledge.  Delivery of reports, information and documents to the Trustee under Section 4.3 hereof is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).

(h)           The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee may, in its discretion, make such further inquiry or investigation into such facts or matters as it may see fit.

(i)            The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(j)            In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(k)           The Trustee may request that the Issuer deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

Section 7.3Individual Rights of Trustee

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers with the same rights it would have if it were not Trustee.  However, in the event that the Trustee acquires any conflicting interest (as defined in the TIA) it must eliminate such conflict within 90 days, apply to the Commission for permission to continue as

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trustee or resign.  Any Agent may do the same with like rights and duties.  The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.4Trustee’s Disclaimer

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.5Notice of Defaults

If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders a notice in the manner and to the extent provided by TIA § 313(c) of the TIA of the Default or Event of Default within 90 days after it occurs.  Except in the case of a Default or Event of Default in payment of Accreted Value of or premium, if any, or Interest (or Liquidated Damages, if any) on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders.

Section 7.6Reports by Trustee to Holders of the Notes

Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the 12 months preceding the reporting date, no report need be transmitted).  The Trustee also shall comply with TIA § 313(b)(2).  The Trustee shall also transmit by mail all reports as required by TIA § 313(c).

A copy of each report at the time of its mailing to the Holders of Notes shall be mailed by the Trustee to the Issuers and filed by the Trustee with the Commission and each stock exchange on which the Notes are listed in accordance with TIA § 313(d).  The Issuers shall promptly notify the Trustee in writing when the Notes are listed on any stock exchange.

Section 7.7Compensation and Indemnity

The Issuers shall pay to the Trustee from time to time such compensation as the parties shall agree in writing from time to time for its acceptance of this Indenture and services hereunder.  The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred

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or made by it in addition to the compensation for its services.  Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Issuers and the Guarantors, jointly and severally, shall indemnify the Trustee against any and all losses, liabilities or expenses (including reasonable attorneys’ fees and expenses) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Issuers (including this Section 7.7) and defending itself against any claim (whether asserted by the Issuers or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except, in each case, to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct.  The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity.  Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder.  The Issuers shall defend the claim and the Trustee shall cooperate in the defense.  The Trustee may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel.  The Issuers need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld.

The obligations of the Issuers under this Section 7.7 shall survive the satisfaction and discharge of this Indenture.

To secure the Issuers’ payment obligations in this Section 7.7, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay the Accreted Value of and premium, if any, and Interest (and Liquidated Damages, if any) on particular Notes.  Such Lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 6.1(9) or 6.1(10) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Section 7.8Replacement of Trustee

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.8.

The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer.  The Holders of a majority in principal amount at maturity of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing.  The Issuers may remove the Trustee if:

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(a)           the Trustee fails to comply with Section 7.10 hereof;

(b)           the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(c)           a custodian or public officer takes charge of the Trustee or its property; or

(d)           the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Issuers shall promptly appoint a successor Trustee.  Within one year after the successor Trustee takes office, the Holders of a majority in principal amount at maturity of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer, or the Holders of at least 10% in principal amount at maturity of the then outstanding Notes may petition any court of competent jurisdiction (not at the expense of the Trustee) for the appointment of a successor Trustee.

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer.  Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of its succession to Holders.  The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.7 hereof.  Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Issuers’ obligations under Section 7.7 hereof shall continue for the benefit of the retiring Trustee.

Section 7.9Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or national association, the successor corporation or national association without any further act shall be the successor Trustee.

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Section 7.10Eligibility; Disqualification

There shall at all times be a Trustee hereunder that is a corporation or trust company (or a member of a bank holding company) organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has (or the bank holding company of which it is a member has) a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5).  The Trustee is subject to TIA § 310(b).

Section 7.11Preferential Collection of Claims Against Issuer

The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b).  A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

ARTICLE VIII
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1Option to Effect Legal Defeasance or Covenant Defeasance

The Issuers may, at the option of each of the Issuer’s Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding Notes and Guarantees upon compliance with the conditions set forth below in this Article VIII.

Section 8.2Legal Defeasance

Upon the Issuers’ exercise under Section 8.1 hereof of the option applicable to this Section 8.2, the Issuers and the Guarantors, as applicable, shall, subject to the satisfaction of the applicable conditions set forth in Section 8.4 hereof, be deemed to have been discharged from the Issuers’ and the Guarantor’s obligations with respect to all outstanding Notes and Guarantees, as applicable, on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”).  For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged all amounts owed under the outstanding Notes and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Guarantees, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.5 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below of this Section 8.2, and to have satisfied all the Issuers’ and the Guarantor’s other obligations under the Notes, the Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:  (a) the rights of Holders to receive solely from the trust fund described in Section 8.4 hereof, and as more fully set forth in Section

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8.4 hereof, payments in respect of the Accreted Value of and premium, if any, and Interest (and Liquidated Damages, if any) on the Notes when such payments are due, (b) the Issuers’ obligations with respect to the Notes under Article II and Sections 4.2, 4.6, 4.16, 4.18, 4.22, 4.23 and 4.24 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee under this Indenture and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) this Article VIII.  Subject to compliance with this Article VIII, the Issuers may exercise their option under this Section 8.2 notwithstanding the prior exercise of their option under Section 8.3 hereof.

Section 8.3Covenant Defeasance

Upon the Issuers’ exercise under Section 8.1 hereof of the option applicable to this Section 8.3, subject to the satisfaction of the applicable conditions set forth in Section 8.4 hereof, the Issuers and the Guarantors shall be released from their respective obligations under Sections 4.3, 4.4, 4.5, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.17, 4.19, 4.20, and 4.22 and Article V hereof on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes and the Guarantees shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes).  For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Guarantees, the Issuers and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.1 hereof, but, except as specified above, the remainder of this Indenture and the Notes and Guarantees shall be unaffected thereby.  In addition, upon the Issuers’ exercise under Section 8.1 hereof of the option applicable to this Section 8.3, subject to the satisfaction of the applicable conditions set forth in Section 8.4 hereof, (x) none of Sections 6.1(3) through 6.1(8) hereof shall constitute an Event of Default to the extent any such events occur thereafter and (y) neither Section 6.1(9) nor Section 6.1(l0) hereof shall constitute an Event of Default to the extent any such events occur after the 91st day following the occurrence of the Issuers’ exercise of Covenant Defeasance; provided, however, that for all other purposes as set forth herein, such Covenant Defeasance provisions shall be effective.

Section 8.4Conditions to Legal or Covenant Defeasance

The following shall be the conditions to the application of either Section 8.2 or 8.3 hereof to the outstanding Notes:

(a)           in the case of an election under Section 8.2 or 8.3 hereof, the Issuers must irrevocably deposit or cause to be irrevocably deposited with the Trustee, in trust, for the benefit of Holders of the Notes, United States legal tender, U.S. Government

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Obligations or a combination thereof, in an aggregate amount that will be sufficient, in the written opinion of a nationally recognized firm of independent public accountants, to pay the Accreted Value of and premium, if any, and Interest (and Liquidated Damages, if any), on the Notes on the stated date for payment or any redemption date thereof (and the Issuers must specify whether the Notes are being defeased to Stated Maturity or a particular Redemption Date), and the Trustee must have, for the benefit of Holders of the Notes, a valid, perfected, exclusive security interest in the trust;

(b)           in the case of an election under Section 8.2 hereof, the Issuers must deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee confirming that:

(1)           the Issuers have received from, or there has been published by the Internal Revenue Service, a ruling, or

(2)           since the date of this Indenture, there has been a change in the applicable United States federal income tax law,

in either case to the effect that Holders of Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such Legal Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(c)           in the case of an election under Section 8.3 hereof, the Issuers must deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee confirming that Holders of Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such Covenant Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d)           in the case of an election under Section 8.2 or 8.3 hereof, no Default or Event of Default shall have occurred and be continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

(e)           in the case of an election under Section 8.2 hereof, no Event of Default relating to bankruptcy or insolvency may occur at any time from the date of the deposit to the 91^st calendar day thereafter (it being understood that the condition shall not be deemed satisfied until the expiration of such period);

(f)            in the case of an election under Section 8.2 or 8.3 hereof, the Legal Defeasance or Covenant Defeasance, as applicable, shall not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Issuers or any of the Subsidiaries are a party or by which the Issuers or any of the Subsidiaries are bound;

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(g)           in the case of an election under Section 8.2 or 8.3 hereof, the Issuers must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent to hinder, delay or defraud any other of the Issuers or creditors; and

(h)           in the case of an election under Section 8.2 or 8.3 hereof, the Issuers must deliver to the Trustee an Officers’ Certificate confirming the satisfaction of conditions in clauses (a) through (g) above, and an Opinion of Counsel confirming the satisfaction of the applicable conditions in clauses (a) (with respect to the validity and perfection of the security interest), (d), (e) and (f) above.

Legal Defeasance and Covenant Defeasance, as the case may be, shall be effective on the date on which all of the applicable conditions set forth in this Section 8.4 have been satisfied.

Section 8.5Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions

Subject to Section 8.6 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.4 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of the outstanding Notes and this Indenture, to the payment, either directly or through any Paying Agent (including one of the Issuers or one of the Subsidiaries acting as Paying Agent) as the Trustee may determine, to the Holders of the outstanding Notes of all sums due and to become due thereon in respect of Accreted Value, premium, if any, and Interest (and Liquidated Damages, if any), but such money need not be segregated from other funds except to the extent required by law. 

The Issuers and the Guarantors, jointly and severally, shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 8.4 hereof or the principal and interest received in respect thereof, other than any such tax, fee or other charge which by law is for the account of the Holders.

Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or U.S. Government Obligations held by it as provided in Section 8.4 hereof which, in the opinion of a firm of independent public accountants nationally recognized in the United States expressed in a written certification thereof delivered to the Trustee (not at the Trustee’s expense) (which may be the opinion delivered under Section 8.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.6Repayment to Issuers

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the Accreted Value of or premium, if any, or

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Interest (or Liquidated Damages, if any) on any Note and remaining unclaimed for two years after such Accreted Value, premium, Interest or Liquidated Damages has become due and payable shall be paid to the Issuers on their written request or (if then held by the Issuers) shall be discharged from such trust; and the Holder of such Note shall thereafter, as a creditor, look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease; provided, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuers cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Issuers.

Section 8.7Reinstatement

If the Trustee or Paying Agent is unable to apply any United States legal tender or U.S. Government Obligations in accordance with Section 8.2 or 8.3 hereof, as the case may be, by reason of any order directing the repayment of the deposited money to the Issuers or otherwise making the deposit unavailable to make payments under the Notes when due, or if any court enters an order avoiding the deposit of money with the Trustee or Paying Agent or otherwise requires the payment of the money so deposited to the Issuers or to a fund for the benefit of the Issuers’ creditors, then (so long as the insufficiency exists or the order remains in effect) the Issuers’ and the Guarantors’ obligations under this Indenture, the Notes and the Guarantees shall be revived and reinstated, as though no deposit had occurred pursuant to Section 8.3 or 8.4 hereof, until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.3 or 8.4 hereof, as the case may be; provided, however, that, if the Issuers makes any payment of Accreted Value of or premium, if any, or Interest (or Liquidated Damages, if any) on any Note following the reinstatement of the Issuers’ obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

Section 8.8Satisfaction and Discharge

The Issuers may terminate their obligations and the obligations of the Guarantors under this Indenture, the Notes and the Guarantees (except as described below) when:

(a)all the Notes previously authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced and Notes for whose payment money has theretofore been deposited with the Trustee or the paying agent in trust or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or a Guarantor) have been delivered to the Trustee for cancellation, or

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(b)(1)all Notes have been called for redemption pursuant to Section 3.7 hereof by mailing to Holders a notice of redemption or all Notes otherwise have become due and payable,

(2)the Issuers have irrevocably deposited or caused to be irrevocably deposited with the Trustee, in trust, for the benefit of Holders of the Notes, United States legal tender, U.S. Government Obligations or a combination thereof in an aggregate amount that will be sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for Accreted Value of and premium, if any, and Interest (and Liquidated Damages, if any) on the Notes to the Redemption Date together with irrevocable instructions from the Issuers directing the Trustee to apply such funds to the payment thereof at such redemption,

(3)each of the Issuers and the Guarantors has paid all other sums payable by it under this Indenture, the Notes and the Guarantees,

(4)no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit),

(5)such deposit shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Issuers or any of the Subsidiaries are a party or by which the Issuers or any of the Subsidiaries are bound, and

(6)the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel confirming the satisfaction of all conditions set forth in clauses (1) through (5) above.

ARTICLE IX
AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.1With Consent of Holders of a Majority

Except as expressly stated otherwise in Section 9.2 or 9.3 hereof, and subject to Sections 6.4 and 6.7 hereof, with the consent of the Holders of a majority in aggregate principal amount at maturity of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or

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exchange offer for, the Notes), (a) this Indenture, the Notes and the Guarantees may be amended, supplemented or otherwise modified, and (b) any existing Default or Event of Default (other than a Default or Event of Default in the payment of the Accreted Value of or premium, if any, or Interest (or Liquidated Damages, if any) on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and the Guarantees may be waived.

It is understood that, except as expressly stated otherwise in Section 9.2 or 9.3 hereof, Sections 4.13 and 4.14 hereof may be amended, waived or modified in accordance with this Section 9.1.

Section 9.2With Consent of All Affected Holders of Notes

Without the consent of the Holder of each outstanding Note affected, an amendment, supplement, modification or waiver may not (with respect to Notes held by a non-consenting Holder):

(1)           reduce the principal amount at maturity of Notes the Holders of which must consent to an amendment, supplement, modification or waiver,

(2)           change the Stated Maturity on any Note,

(3)           reduce the principal amount at maturity of or any premium (including redemption premium but not including any redemption premium payable pursuant to Section 4.13 or 4.14 hereof) on any Note, or amend or modify the calculation of Accreted Value so as to reduce the amount of the Accreted Value of any Note,

(4)           reduce the rate of or change the time for payment of Interest (or Liquidated Damages, if any) on any Note,

(5)           waive a Default or Event of Default in the payment of the Accreted Value of or premium, if any, or Interest (or Liquidated Damages, if any) on any Note (except a rescission of acceleration of the Notes by the Holders of a majority in aggregate principal amount at maturity of the Notes and a waiver of the payment default that resulted from such acceleration),

(6)           waive any redemption payment with respect to any Note (other than provisions relating to or payments required by Section 4.13 or 4.14 hereof),

(7)           after the corresponding Asset Sale or Change of Control has occurred, reduce the Change of Control Purchase Price or the Asset Sale Offer Price or alter any other provisions with respect to the redemption of the Notes required by Section 4.13 or 4.14 hereof, respectively,

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(8)           change the coin or currency in which, the principal of or premium, if any, or Interest (or Liquidated Damages, if any) on any Note is payable,

(9)           impair the right to institute suit for the enforcement of payment of the Accreted Value of or premium, if any, or Interest (or Liquidated Damages, if any) on any Note on or after the Stated Maturity (or on or after the Redemption Date),

(10)         make any change in the provisions of this Indenture relating to waivers of past Defaults with respect to, or the rights of Holders to receive, scheduled payments of Accreted Value of or premium, if any, or Interest (or Liquidated Damages, if any) on the Notes,

(11)         modify or change any provision of this Indenture affecting the ranking of the Notes or any Guarantee in a manner adverse to the Holders of the Notes,

(12)         release any Guarantor from any of its obligations under its Guarantee or this Indenture other than in compliance with this Indenture, or

(13)         make any changes in the foregoing amendment, supplement and waiver provisions.

Section 9.3Without Consent of Holders of Notes

Notwithstanding Section 9.1 or 9.2 hereof, without the consent of the Holders, the Issuer, the Guarantors and the Trustee may amend, modify or supplement this Indenture, the Notes and the Guarantees:

(1)           to cure any ambiguity, defect or inconsistency,

(2)           to provide for uncertificated Notes in addition to or in place of certificated Notes,

(3)           to provide for the assumption of any of the Issuers’ or the Guarantors’ obligations to Holders in the case of a merger or consolidation or a sale of all or substantially all of the Issuers’ assets in accordance with this Indenture,

(4)           to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to evidence the addition of any new Guarantor,

(5)           to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act,

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(6)           to comply with applicable Gaming Laws,

(7)           to comply with the provisions of DTC or the Trustee with respect to the provisions of this Indenture and the Notes relating to transfers and exchanges of Notes or beneficial interests therein,

(8)           to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights of any Holder of Notes under this Indenture, the Notes, the Guarantees or the Registration Rights Agreement, or

(9)           to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date thereof, including Section 4.7 hereof.

Section 9.4Consent Payment; Supplemental Indentures

In connection with any amendment, supplement, modification or waiver under this Article IX, the Issuers may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder’s consent to such amendment, supplement, modification or waiver.

It shall not be necessary for the consent of the Holders under Section 9.1 or 9.2 hereof to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

The Issuers may not sign an amendment or supplemental indenture until its respective Boards of Directors approve it. 

After an amendment, supplement, modification or waiver under Section 9.1 or 9.2 hereof becomes effective, the Issuers shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver.  Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver.

Section 9.5Revocation and Effect of Consents

Until an amendment, supplement or waiver becomes effective (as determined by the Issuers and which may be prior to any such amendment, supplement or waiver becoming operative), a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Note or a portion of a Note that evidences the same Indebtedness as the consenting Holder’s Note, even if notation of the consent is not made on any Note.  However, any such Holder or subsequent Holder may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective (as determined by the Issuers and which may be prior to any such amendment, supplement or waiver becoming operative).

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The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver, which record date shall be the date so fixed by the Issuers notwithstanding the provisions of the TIA.  If a record date is fixed, then notwithstanding the last sentence of the immediately preceding paragraph, those Persons who were Holders at such record date, and only those Persons (or their duly designated proxies), shall be entitled to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date.

After an amendment, supplement or waiver becomes effective, it shall bind every Holder unless it makes a change described in any of paragraphs (1) through (13) of Section 9.2 hereof, in which case, the amendment, supplement or waiver shall bind only each Holder who has consented to it and every subsequent Holder of a Note or a portion of a Note that evidences the same Indebtedness as the consenting Holder’s Note; provided, that any such waiver shall not impair or affect the right of any Holder to receive payment of Accreted Value of and premium, if any, and Interest (and Liquidated Damages, if any) on a Note, on or after the respective dates set for such amounts to become due and payable expressed in such Note, or to bring suit for the enforcement of any such payment on or after such respective dates.

Section 9.6Notation on or Exchange of Notes

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated.  The Issuers in exchange for all Notes may issue and the Trustee shall authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.7Trustee to Sign Amendments, etc.

Upon the request of the Issuers accompanied by a resolution of their respective Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in this Section 9.7, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.  In executing any amendment or supplemental indenture, the Trustee shall receive indemnity satisfactory to it and shall receive and (subject to Section 7.1 hereof) be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amendment or supplemental indenture is authorized and permitted by this Indenture.

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Section 9.8Compliance with Trust Indenture Act

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental Indenture that complies with the TIA as then in effect.

ARTICLE X
SUBORDINATION

Section 10.1Agreement to Subordinate

Each of the Issuers and the Guarantors agrees, and each Holder by accepting a Note agrees, that the Indebtedness evidenced by the Notes and the Guarantees is subordinated in right of payment, to the extent and in the manner provided in this Article X, to the prior payment in full of all Senior Debt (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed) of the Issuers and the Guarantors, and that the subordination is for the benefit of the holders of Senior Debt.

Section 10.2Liquidation; Dissolution; Bankruptcy

Upon any distribution of the assets of any of the Issuers or any of the Guarantors upon any dissolution, winding up, total or partial liquidation or reorganization of such Issuer or Guarantor, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities:

(1)           the holders of all of such Issuer’s or such Guarantor’s Senior Debt, as applicable, shall first be entitled to receive payment in full in cash or Cash Equivalents (or have such payment duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents before the Holders are entitled to receive any payment on account of any Obligation in respect of the Notes, including the Accreted Value of or premium, if any, or Interest (or Liquidated Damages, if any) on the Notes, or on account of the redemption provisions of the Notes or any repurchases of Notes, in any such case, other than (i) payments made with Junior Securities, and (ii) payments made from the trusts created for the benefit of the Holders pursuant to Article VIII hereof; and

(2)           until all Obligations with respect to Senior Debt (as provided in the immediately preceding clause (1)) are paid in full, any payment or distribution of such Issuer’s or such Guarantor’s assets of any kind or character from any source, whether in cash, property or securities (other than Junior Securities) to which the Holders or the Trustee on behalf of the Holders would be entitled (by set-off or otherwise), but for this Article X, shall be paid by the liquidating trustee or agent or other Person making such a payment or distribution directly to the holders of such Senior Debt or their representative to the extent necessary to make payment in full (or have such payment duly provided for) on

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all such Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt.

Section 10.3Default on Designated Senior Debt

(a)           The Issuers and the Guarantors shall not, and shall not permit any Subsidiary to, make payment (by set-off or otherwise), as applicable, on account of any Obligation in respect of the Notes, including the Accreted Value of, or premium, if any, or Interest (or Liquidated Damages, if any) on the Notes, or on account of the redemption provisions of the Notes or any repurchases of Notes, for cash or property (other than (i) payments made with Junior Securities, and (ii) payments made from the trusts created for the benefit of the Holders pursuant to Article VIII hereof):

(1)           upon the maturity of any of Designated Senior Debt of the Issuers or such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest on such Designated Senior Debt are first paid in full in cash or Cash Equivalents (or such payment is duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or

(2)           in the event of default in the payment of any principal of, premium, if any, or interest on Designated Senior Debt of the Issuers or such Guarantor, as applicable, when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by acceleration, declaration or otherwise (a “Payment Default”), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist.

(b)           Upon (1) the happening of an event of default other than a Payment Default that permits the holders of Designated Senior Debt to declare such Designated Senior Debt to be due and payable and (2) written notice of such event of default given to the Issuers and the Trustee by any holder of Designated Senior Debt or such holder’s representative (a “Payment Blockage Notice”), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of any Issuer or any Guarantor which is an obligor under such Designated Senior Debt on account of any Obligation in respect of the Notes, including the Accreted Value of or premium, if any, or Interest (or Liquidated Damages, if any) on the Notes, or on account of the redemption provisions of the Notes or any repurchases of Notes, in any such case, other than (i) payments made with Junior Securities, and (ii) payments made from the trusts created for the benefit of the Holders pursuant to Article VIII hereof.

(c)           Notwithstanding the foregoing, unless the Designated Senior Debt in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Blockage Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Issuers and the Guarantors shall

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be required to pay all sums not previously paid to the Holders during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes.

(d)           Any number of Payment Blockage Notices may be given; provided, however, that:

(1)           not more than one Payment Blockage Notice shall be given within a period of any 360 consecutive days, and

(2)           no non-payment default that existed upon the date of such Payment Blockage Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Designated Senior Debt) shall be made the basis for the commencement of any subsequent Payment Blockage Period unless such default has been cured or waived for a period of not less than 90 consecutive days.

(e)           Notwithstanding the foregoing, the Issuers shall be permitted to repurchase, redeem, repay or prepay any or all of the Notes to the extent required to do so by any Gaming Authority, as described under Section 3.9 hereof.

Section 10.4Acceleration of Notes

If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of the acceleration.

Section 10.5When Distribution Must Be Paid Over

(a)           In the event that, notwithstanding the foregoing provisions of this Article X, any payment or distribution of any Issuer’s or any Guarantor’s assets (other than Junior Securities) shall be received by the Trustee or the Holders at a time when such payment or distribution is prohibited by the foregoing provisions, such payment or distribution shall be held in trust for the benefit of the holders of such Senior Debt, and shall be paid or delivered by the Trustee or such Holders, as the case may be, to the holders of such Senior Debt remaining unpaid or unprovided for or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Debt held or represented by each, for application to the payment of all such Senior Debt remaining unpaid, to the extent necessary to pay or to provide for the payment of all such Senior Debt in full in cash or Cash Equivalents or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents after giving effect to any concurrent payment or distribution to the holders of such Senior Debt.

(b)           With respect to the holders of Senior Debt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in

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this Article X, and no implied covenants or obligations with respect to the holders of Senior Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Issuers or any other Person money or assets to which any holders of Senior Debt shall be entitled by virtue of this Article X, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

Section 10.6Notice by the Issuers

The Issuers and the Guarantors shall promptly notify the Trustee and the Paying Agent of any facts known to any of the Issuers or the Guarantors that would cause a payment of any Obligations with respect to the Notes to violate this Article X, but failure to give such notice shall not affect the subordination of the Notes to the Senior Debt as provided in this Article X.

Section 10.7Subrogation

After all Senior Debt is paid in full and until the Notes are paid in full, Holders of Notes shall be subrogated (equally and ratably with all other Indebtedness that is pari passu with the Notes) to the rights of holders of Senior Debt to receive distributions applicable to Senior Debt to the extent that distributions otherwise payable to the Holders of Notes have been applied to the payment of Senior Debt.  A distribution made under this Article X to holders of Senior Debt that otherwise would have been made to Holders of Notes is not, as between the Issuers and Holders, a payment by the Issuers on the Notes.

Section 10.8Relative Rights

This Article X defines the relative rights of Holders of Notes and holders of Senior Debt. Nothing in this Indenture or the Notes shall:

(a)affect the obligation of the Issuers or the Guarantors, which is absolute and unconditional, to pay, when due, Accreted Value of or premium, if any, and Interest (and Liquidated Damages, if any) on the Notes in accordance with the terms of this Indenture and the Notes;

(b)prevent the occurrence of any Default or Event of Default under this Indenture or limit the rights of the Trustee or any Holder to pursue any other rights or remedies with respect to the Notes.

(c)affect the relative rights of Holders of Notes and creditors of the Issuers and the Guarantors other than their rights in relation to holders of Senior Debt; or

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(d)prevent the Trustee or any Holder of Notes from exercising its available remedies upon a Default or Event of Default, subject to the rights of holders and owners of Senior Debt to receive distributions and payments otherwise payable to Holders of Notes.

If the Issuers fail because of this Article X to pay the Accreted Value of or premium, if any, or Interest (or Liquidated Damages, if any) on a Note on the due date, the failure is still a Default or Event of Default.

Section 10.9Subordination May Not Be Impaired by the Issuers or Guarantors

No right of any holder of Senior Debt to enforce the subordination of the Indebtedness evidenced by the Notes shall be impaired by any act or failure to act by the Issuers or the Guarantors or any Holder or by the failure of the Issuers or the Guarantors or any Holder to comply with this Indenture.

Section 10.10Distribution or Notice to Representative

Whenever a distribution is to be made or a notice given to holders of Senior Debt, the distribution may be made and the notice given to their Representative.

Upon any payment or distribution of assets of any of the Issuers or the Guarantors referred to in this Article X, the Trustee and the Holders of Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of such Representative or of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Holders of Notes for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Debt and other Indebtedness of the Issuers, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article X.

Section 10.11Rights of Trustee and Paying Agent

Notwithstanding the provisions of this Article X or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless the Trustee shall have received at its Corporate Trust Office at least five Business Days prior to the date of such payment written notice of facts that would cause the payment of any Obligations with respect to the Notes to violate this Article X. Only the Issuers or a Representative may give the notice. Nothing in this Article X shall impair the claims of, or payments to, the Trustee under or pursuant to Section 7.7 hereof.

The Trustee in its individual or any other capacity may hold Senior Debt with the same rights it would have if it were not Trustee.  Any Agent may do the same with like rights.

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Section 10.12Authorization to Effect Subordination

Each Holder of Notes, by the Holder’s acceptance thereof, authorizes and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article X, and appoints the Trustee to act as such Holder’s attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in Section 6.9 hereof at least 30 days before the expiration of the time to file such claim, the Representatives are hereby authorized to file an appropriate claim for and on behalf of the Holders of the Notes.

Section 10.13Amendments

The provisions of this Article X shall not be amended or modified without the written consent of the holders of all Senior Debt.

Section 10.14Trustee Not Fiduciary for Holders of Senior Debt

The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be liable to any such holders if the Trustee shall in good faith mistakenly pay over or distribute to Holders of Notes or to the Issuers or to any other person cash, property or securities to which any holders of Senior Debt shall be entitled by virtue of this Article or otherwise.  With respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article X and no implied covenants or obligations with respect to holders of Senior Debt shall be read into this Indenture against the Trustee.

Section 10.15Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights

The Trustee or any authenticating agent in its individual capacity shall be entitled to all the rights set forth in this Article X with respect to any Senior Debt which may at any time be held by it, to the same extent as any other holder of Senior Debt, and nothing in this Indenture shall deprive the Trustee or any authenticating agent of any of its rights as such holder.

Nothing in this Article X shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7.

ARTICLE XI
GUARANTEES

Section 11.1Guarantees

By its execution hereof, each of the Guarantors acknowledges and agrees that it receives substantial benefits from the Issuers and that such Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits and services.  Accordingly, subject to the provisions of this Article

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XI, each Guarantor, including present and future Subsidiaries (other than any Excluded Foreign Subsidiaries, except to the extent required by Section 4.15 hereof) hereby jointly and severally, irrevocably and unconditionally guarantees on a senior subordinated unsecured basis to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that:  (i) (A) the Accreted Value 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 Accreted Value 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, this Indenture 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 hereof and 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, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.6 hereof (such Obligations guaranteed by the Guarantors, collectively, the “Guarantee Obligations”).

Subject to the provisions of this Article XI, each Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, this Indenture, or the Registration Rights Agreement or the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any thereof, the entry of any judgment against any of the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.  Each Guarantor hereby waives and relinquishes with respect to its Guarantee Obligations: (a) any right to require the Trustee, the Holders or the Issuers (each, a “Benefited Party”) to proceed against the Issuers, the Subsidiaries or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in the Trustee’s power before proceeding against the Guarantors; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture); (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantors for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code.  The Guarantors hereby covenant that, except as otherwise provided in the Guarantees, the Guarantees shall not be discharged except by

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payment in full of all Guarantee Obligations, including the Accreted Value of and premium, if any, and Interest (and Liquidated Damages, if any) on the Notes and all other costs provided for under this Indenture or as provided in Article VIII.

If any Holder or the Trustee is required by any court or otherwise to return to either the Issuers or the Guarantors, or any trustee or similar official acting in relation to either the Issuers or the Guarantors, any amount paid by the Issuers or the Guarantors to the Trustee or such Holder, the Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect.  Each of the Guarantors agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such Guarantee Obligations.  Each Guarantor agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations may be accelerated as provided in Article VI hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of the Obligations as provided in Article VI hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Guarantee.

Section 11.2Execution and Delivery of Guarantees

To evidence the Guarantees set forth in Section 11.1 hereof, each of the Guarantors agrees that (a) a notation of the Guarantees substantially in the form included in Exhibit A hereto shall be endorsed on each Note authenticated and delivered by the Trustee and (b) a supplemental indenture substantially in the form of Exhibit E hereto shall be executed on behalf of each of the Guarantors by an Officer thereof in accordance with Section 11.4 hereof.

Each of the Guarantors agrees that the Guarantees set forth in this Article XI shall remain in full force and effect and shall apply to all of the Notes notwithstanding any failure to endorse on each Note a notation of the Guarantees.

If an Officer whose signature is on a Note or a notation of Guarantee no longer holds that office at the time the Trustee authenticates the Note on which the Guarantees are endorsed, the Guarantees shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof, shall constitute due delivery of the Guarantees set forth in this Indenture on behalf of the Guarantors.

Section 11.3Guarantors May Consolidate, etc., on Certain Terms

(a)           Nothing contained in this Section 11.3 shall prevent any consolidation or merger of any Guarantor with or into any other Guarantor or with or into any Issuer; provided, however, that such consolidation or merger shall otherwise comply with this Indenture.  Upon any such consolidation or merger, the Guarantee of the Guarantor that does not survive the consolidation or merger shall no longer be of any force or effect.

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(b)           Except for a transaction in which a Guarantor is sold and its Guarantee is released in compliance with the provisions of Section 11.5 hereof or any consolidation or merger of any Guarantor with or into any other Guarantor or with or into any Issuer, no Guarantor shall consolidate or merge with or into (whether or not such Guarantor is the surviving Person) another Person unless, subject to the provisions of the following paragraph and the other provisions of this Indenture:

(1)           the Person formed by, resulting from or surviving any such consolidation or merger (if other than such Guarantor):

(A)          expressly assumes all the obligations of such Guarantor pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, pursuant to which such Person shall unconditionally guarantee, on a senior subordinated unsecured basis, all of such Guarantor’s Obligations under such Guarantor’s Guarantee, this Indenture and the Registration Rights Agreement on the terms set forth in this Indenture, and

(B)           delivers to the Trustee an Opinion of Counsel that such supplemental indenture and Guarantee have been duly authorized, executed and delivered and that each of the supplemental indenture, the Guarantee, this Indenture and the Registration Rights Agreement constitutes a legal, valid, binding and enforceable obligation of such Person, in each case subject to customary qualifications; and

(2)           immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default shall have occurred or be continuing.

(c)           In case of any such consolidation or merger and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Guarantees endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by such Guarantor, such successor corporation shall succeed to and be substituted for such Guarantor with the same effect as if it had been named herein as a Guarantor.  Such successor corporation thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee.  All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof.

(d)           The Trustee, subject to the provisions of Section 12.4 hereof, shall receive an Officers’ Certificate as conclusive evidence that any such consolidation or merger, and any such assumption of Guarantee Obligations, comply with the provisions of this Section 11.3.  Such Officers’ Certificate shall comply with the provisions of Section 12.5 hereof.

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Section 11.4Guarantee by Future Subsidiaries

The Issuers shall cause each of the existing and future Subsidiaries to:

(i)            execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto and a guarantee substantially in the form included in Exhibit A hereto, pursuant to which such Subsidiary shall unconditionally guarantee on a senior subordinated unsecured basis, all of the Issuers’ Obligations under the Notes and this Indenture on the terms set forth in this Indenture,

(ii)           execute a signature page to the Registration Rights Agreement, and

(iii)          deliver to the Trustee an Opinion of Counsel that such supplemental indenture, guarantee and the Registration Rights Agreement have been duly authorized, executed and delivered by such Subsidiary and that each of such supplemental Indenture, such Guarantee, this Indenture and the Registration Rights Agreement constitutes a legal, valid, binding and enforceable obligation of such Subsidiary, in each case subject to customary qualifications including exceptions for bankruptcy, fraudulent transfer and equitable principles.

Thereafter, such Subsidiary shall be a Guarantor for all purposes of this Indenture.

Section 11.5Release of Guarantors

Notwithstanding Section 11.3(b) hereof, upon:

(a)           the sale or disposition (including by merger or sale or transfer of all of the Equity Interests) of a Guarantor (as an entirety) to a Person which is not and is not required to become a Guarantor,

(b)           the designation of a Subsidiary that is a Guarantor as an Unrestricted Subsidiary, or

(c)           the liquidation or dissolution of a Guarantor, which transaction is otherwise in compliance with this Indenture (including, without limitation, Section 4.13 hereof),

such Guarantor shall be deemed released from its Obligations under its Guarantee and the Registration Rights Agreement; provided, however, that any such termination shall occur only to the extent that (i) all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any of the Indebtedness of the Issuers or any Indebtedness of any other Subsidiaries shall also terminate upon such release, sale or transfer, and (ii) none of the Equity Interests of such Guarantor are pledged for the benefit of any holder of any of the Issuers’ Indebtedness or any Indebtedness of any of the Subsidiaries.

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The Trustee, subject to the provisions of Section 12.4 hereof, shall receive an Officers’ Certificate as conclusive evidence that such sale or other disposition or that such designation was made by the Issuers in accordance with the provisions of this Indenture.  Except as provided in Section 11.3(a) hereof, any Guarantor not released from its obligations under its Guarantee shall remain liable for the full amount of the Accreted Value of and premium, if any, and Interest (and Liquidated Damages, if any) on the Notes and for the other Guarantee Obligations as provided in this Article XI.

Notwithstanding the foregoing provisions of this Article XI, (i) any Guarantor whose Guarantee would otherwise be released pursuant to the provisions of this Section 11.5 may elect, at its sole discretion, by written notice to the Trustee, to maintain such Guarantee in effect notwithstanding the event or events that otherwise would cause the release of such Guarantee (which election to maintain such Guarantee in effect may be conditional or for a limited period of time), and (ii) any Subsidiary which is not a Guarantor may elect, at its sole discretion, by written notice to the Trustee, to become a Guarantor (which election may be conditional or for a limited period of time).

Section 11.6Limitation of Guarantor’s Liability; Certain Bankruptcy Events

(a)           Each Guarantor, and by its acceptance of Notes each Holder, hereby confirms that it is the intention of all such parties that the Guarantee Obligation of such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law.  To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Guarantee Obligations of such Guarantor under this Article XI shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the Guarantee Obligations of such other Guarantor under this Article XI, result in the Guarantee Obligations of such Guarantor under the Guarantee of such Guarantor not constituting a fraudulent transfer or conveyance.

(b)           Each Guarantor hereby covenants and agrees, to the fullest extent that it may do so under applicable law, that in the event of the insolvency, bankruptcy, dissolution, liquidation or reorganization of any of the Issuers, such Guarantor shall not file (or join in any filing of), or otherwise seek to participate in the filing of, any motion or request seeking to stay or to prohibit (even temporarily) execution on the Guarantee and hereby waives and agrees not to take the benefit of any such stay of execution, whether under Section 362 or 105 of the Bankruptcy Law or otherwise.

Section 11.7Application of Certain Terms and Provisions to the Guarantors

(a)           For purposes of any provision of this Indenture which provides for the delivery by any Guarantor of an Officers’ Certificate and/or an Opinion of Counsel,

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the definitions of such terms in Section 1.1 hereof shall apply to such Guarantor as if references therein to the Issuers were references to such Guarantor.

(b)           Any request, direction, order or demand which by any provision of this Indenture is to be made by any Guarantor, shall be sufficient if evidenced as described in Section 12.2 hereof as if references therein to the Issuers were references to such Guarantor.

(c)           Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders to or on any Guarantor may be given or served as described in Section 12.2 hereof as if references therein to the Issuers were references to such Guarantor.

(d)           Upon any demand, request or application by any Guarantor to the Trustee to take any action under this Indenture, such Guarantor shall furnish to the Trustee such certificates and opinions as are required in Section 12.4 hereof as if all references therein to the Issuers were references to such Guarantor.

ARTICLE XII
MISCELLANEOUS

Section 12.1Trust Indenture Act Controls

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by the TIA § 318(c), the imposed duties shall control.

Section 12.2Notices

Any notice or communication by the Issuers or the Trustee to the other is duly given if in writing and (a) delivered in Person, (b) mailed by first class mail (registered or certified, return receipt requested), (c) transmitted by facsimile or telecopy mechanism (providing confirmation of transmission) or (d) sent by overnight courier guaranteeing next day delivery (and providing proof of delivery), to the others’ address:

If to any of the Issuers
or the Guarantors:

CasaBlanca Resorts
950 West Mesquite Boulevard

Mesquite, Nevada 89027

Attention:  Chief Executive Officer
Facsimile No.: (702) 346-6862

with copies (which
shall not constitute
notice) to:

Kummer Kaempfer Bonner & Renshaw

3800 Howard Hughes Parkway

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7^th Floor

Las Vegas, Nevada 89109

Attn: Michael Bonner, Esq.

Facsimile No.: (702) 796-7181

If to the Trustee:

The Bank of New York Trust Company N.A.

700 South Flower Street, Suite 500

Los Angeles, California 90017

Attention: Corporate Trust Administration

Facsimile No.:  (213) 630-6298

The Issuers or the Trustee, by notice to the other, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: (i) at the time delivered, if personally delivered; (ii) five Business Days after being deposited in the mail, postage prepaid; (iii) when transmission is confirmed, if sent by facsimile or telecopy mechanism; and (iv) the next Business Day after timely delivery to the courier, if sent by overnight courier guaranteeing next day delivery.

Any notice or communication to a Holder shall be (a) mailed by first class mail, certified or registered, return receipt requested, or (b) sent by overnight courier guaranteeing next day delivery (and providing proof of delivery) to its address shown on the register kept by the Registrar.  Any notice or communication shall also be so mailed or sent to any Person described in TIA § 313(c), to the extent required by the TIA.  Failure to give a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is given in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Issuers give a notice or communication to Holders, they shall give a copy to the Trustee and each Agent at the same time.

Section 12.3Communication by Holders of Notes with Other Holders of Notes

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes.  The Issuers, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

Section 12.4Certificate and Opinion as to Conditions Precedent

Upon any request or application by the Issuers to the Trustee to take any action under this Indenture, the Issuers shall furnish to the Trustee:

115

(a)           an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.5 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(b)           an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 12.5Statements Required in Certificate or Opinion

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall include:

(a)           a statement that the Person making such certificate or opinion has read such covenant or condition;

(b)           a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c)           a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(d)           a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied;

provided, however, that with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificate of public officials.

Section 12.6Rules by Trustee and Agents

The Trustee may make reasonable rules for action by or at a meeting of Holders.  The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 12.7No Personal Liability of Directors, Officers, Employees and Stockholders

 No direct or indirect stockholder, employee, member, manager, officer or director, as such, past, present or future of the Issuers, the Guarantors or any successor entity shall have any personal liability in respect of the Issuers’ obligations or the obligations of the Guarantors under this Indenture, the Notes, the Guarantees or the Registration Rights Agreement, solely by reason of his, her or its status as such

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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.

Section 12.8GOVERNING LAW; WAIVER OF JURY TRIAL

THIS INDENTURE, THE NOTES AND THE GUARANTEES 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).

EACH OF THE ISSUERS, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

Section 12.9No Adverse Interpretation of Other Agreements

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuers or the Subsidiaries or of any other Person.  Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 12.10Successors

Except as otherwise provided in Section 11.5 hereof, all agreements of the Issuers and the Guarantors in this Indenture and the Notes shall bind their successors.  All agreements of the Trustee in this Indenture shall bind its successors.

Section 12.11Severability

In case any one or more of the provisions of this Indenture or in the Notes or in the Guarantees shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

Section 12.12Counterpart Originals

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

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Section 12.13Table of Contents, Headings, Etc.

The Table of Contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 12.14Force Majeure

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

 [signature pages follow]

SIGNATURES

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

Issuers:
	Virgin River Casino Corporation
	By:	/s/ Robert R. Black, Sr.
		Name:  Robert R. Black, Sr.
		Title:  Chief Executive Officer
	RBG, LLC
	By:	/s/ Robert R. Black, Sr.
		Name:  Robert R. Black, Sr.
		Title:  Manager
	B & BB, Inc.
	By:	/s/ Robert R. Black, Sr.
		Name:  Robert R. Black, Sr.
		Title:  Chief Executive Officer

Guarantors:
	Casablanca Resorts, LLC
	By:	/s/ Robert R. Black, Sr.
		Name:  Robert R. Black, Sr.
		Title:  Manager of its Manager, RBG, LLC

2

Oasis Interval Ownership, LLC
By:	/s/ Robert R. Black, Sr.
	Name:  Robert R. Black, Sr.
	Title:  Manager
Oasis Interval Management, LLC
By:	/s/ Robert R. Black, Sr.
	Name:  Robert R. Black, Sr.
	Title:  Manager
Oasis Recreational Properties, Inc.
By:	/s/ Robert R. Black, Sr.
	Name:  Robert R. Black, Sr.
	Title:  President

3

Trustee:
	The Bank of New York Trust Company, N.A.
	By:	/s/ Sandeé Parks
		Name:  Sandeé Parks
		Title:  Vice President

4

EXHIBIT A

[FORM OF NOTE]

Virgin River Casino Corporation,

RBG, LLC
and
B&BB, Inc.

12.750% [Series A] [Series B] (1) Senior Subordinated Discount Note due 2013

CUSIP:	ISIN:
	$

Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BB, 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), for value received, hereby promise to pay to Cede & Co., or registered assigns, the principal sum of                    Dollars, on January 15, 2013.

Interest Payment Dates: January 15 and July 15, as set forth in Section 1 hereof.

Interest Record Dates: January 1 and July 1.

Reference is made to the further provisions of this Note on the reverse side, which shall, for all purposes, have the same effect as if set forth at this place.

Upon request, the Issuers shall promptly make available to a Holder of this Note information regarding the issue price, the amount of original issue discount, if any, the issue date, and the yield to maturity of this Note.  Holders should contact CasaBlanca Resorts, 950 West Mesquite Boulevard, Mesquite, Nevada 89027, Attention: Secretary.

(1)           Series A should be replaced with Series B in the Exchange Notes.

1

IN WITNESS WHEREOF, each of the Issuers has caused this instrument to be duly executed.

Virgin River Casino Corporation,
a Nevada corporation
By:
	Name:
	Title:
By:
	Name:
	Title:
RBG, LLC,
a Nevada limited-liability company
By:
	Name:
	Title:
By:
	Name:
	Title:
B & BB, Inc.,
a Nevada corporation
By:
	Name:
	Title:
By:
	Name:
	Title:

1

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes described in the within-mentioned Indenture.

	The Bank of New York Trust Company, N.A.
	By:
		Authorized Signatory
Dated:

2

(Reverse of Note)

12.750% [Series A] [Series B](2) Senior Subordinated Discount Note due 2013

[THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.](3)

[UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY, TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](4)

[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).  NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE

(2)Series A should be replaced with Series B in the Exchange Notes.

(3)To be included only on Global Notes deposited with DTC as Depositary.

(4)To be included only on Global Notes deposited with DTC as Depositary.

1

ENTITLED TO RECEIVE CASH PAYMENTS OF INTEREST DURING THE PERIOD WHICH SUCH HOLDER HOLDS THIS NOTE.  NOTHING IN THIS LEGEND SHALL BE DEEMED TO PREVENT INTEREST FROM ACCRUING ON THIS NOTE.](5)

[THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (X) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (Y) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (Z) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE THAT IS TWO YEARS (OR SUCH OTHER PERIOD THAT MAY HEREAFTER BE PROVIDED UNDER RULE 144(k) UNDER THE SECURITIES ACT AS PERMITTING RESALES OF RESTRICTED SECURITIES BY NON-AFFILIATES WITHOUT RESTRICTION) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUERS OR ANY SUBSIDIARIES OF THE ISSUERS, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR

(5)           To be included only on Reg S Temporary Global Notes.

2

SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS OF ANY U.S. STATE OR ANY OTHER APPLICABLE JURISDICTION.](6)

THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.  YOU MAY CONTACT THE SECRETARY OF THE ISSUERS AT CASABLANCA RESORTS, 950 WEST MESQUITE BOULEVARD, MESQUITE, NEVADA 89027, (702) 346-4040, WHO WILL PROVIDE YOU WITH ANY REQUIRED INFORMATION REGARDING THE ORIGINAL ISSUE DISCOUNT.

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.             Interest.  Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BB, 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), promises to pay, as described in paragraphs (a) through (d) of this Section 1, interest on the Accreted Value of this Note and Liquidated Damages, if any, payable pursuant to Section 4 of the Registration Rights Agreement referred to below.

(a)           Non-Cash Interest; Increase in Accreted Value.  The Accreted Value of this Note shall increase, as provided in the Indenture, from the Issue Date until January 15, 2009 (the “Interest Accrual Date”) at a rate of 12.750% per annum, reflecting the accrual of non-cash interest, such that the Accreted Value shall equal the stated principal amount at maturity of this Note on the Interest Accrual Date.

(b)           Cash Interest.  From and after the Interest Accrual Date:

(i)            The Issuers shall pay Interest on the Accreted Value of this Note at the rate of 12.750% per annum from and including the Interest Accrual Date until maturity.

(6)           To be included only on Transfer Restricted Notes.

3

(ii)           The Issuers shall pay Interest semi-annually on January 15 and July 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”).  Interest on the Notes shall accrue from the most recent date to which Interest has been paid or, if no Interest has been paid, from the Interest Accrual Date; provided that if there is no existing Default in the payment of Interest, and if this Note is authenticated between an Interest Record Date (as defined below) referred to on the face hereof and the next succeeding Interest Payment Date, Interest shall accrue from such next succeeding Interest Payment Date.  Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.

(iii)          The Issuers shall pay Interest to the Persons who are registered Holders of Notes at the close of business on the January 1 or July 1 next preceding the Interest Payment Date (each an “Interest Record Date”), even if such Notes are cancelled after such Interest Record Date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to Defaulted Interest.

(c)           Interest on Overdue Amounts.  The Issuers (i) shall pay Interest (including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdue Accreted Value and premium, if any, from time to time on demand at the interest rate on the Notes then in effect, and (ii) following the Interest Accrual Date, shall pay Interest (including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdue installments of Interest (and Liquidated Damages, if any) without regard to any applicable grace periods from time to time on demand at the same rate to the extent lawful.

(d)           Liquidated Damages.  Notwithstanding the foregoing, on and after the Issue Date, if the Issuers are required to pay Liquidated Damages pursuant to Section 4 of the Registration Rights Agreement, the Issuers shall pay such Liquidated Damages, if any, in cash on each Interest Payment Date, commencing on the later of (i) July 15, 2005, and (ii) the first Interest Payment Date following the occurrence of the Registration Default (as defined in the Registration Rights Agreement) to registered Holders of Notes at the close of business on the preceding Interest Record Date.

2.             Method of Payment.  The Notes will be payable as to Accreted Value, premium, if any, Interest and Liquidated Damages, if any, at the office or agency of the Issuers maintained within the City and State of New York for such purpose, or, at the option of the Issuers, payment of Interest and Liquidated Damages, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided, that payment by wire transfer of immediately available funds to an account within the United States shall be required with respect to the Accreted Value of and premium, if any, Interest and Liquidated Damages, if any, on all Global Notes.  Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

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3.             Paying Agent and Registrar.  Initially, The Bank of New York Trust Company, N.A., the Trustee under the Indenture, shall act as Paying Agent and Registrar.  The Issuers may change any Paying Agent or Registrar without notice to any Holder.  The Issuers or any of the Subsidiaries may act in any such capacity.

4.             Indenture.  The Issuers issued the Notes under an Indenture, dated as of the Issue Date (as it may be amended or supplemented from time to time, the “Indenture”), by and among the Issuers, the Guarantors party thereto and the Trustee.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”).  The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms.

5.             Optional Redemption.

(a)           The Issuers shall not have the right to redeem any Notes prior to January 15, 2009 (other than with the Net Cash Proceeds of a Qualified Equity Offering, as provided in Section 5(b) hereof).  The Notes shall be redeemable for cash at the Issuers’ option, in whole or in part, at any time and from time to time, on or after January 15, 2009 at the following redemption prices (expressed as percentages of the Accreted Value on the Redemption Date (as defined below)) if redeemed during the 12-month period commencing January 15 of the years indicated below, in each case together with accrued and unpaid Interest (and Liquidated Damages, if any) to the date of redemption of the Notes (the “Redemption Date”):

Year	Percentage
2009	106.375	%
2010	103.188	%
2011 and thereafter	100.000	%

(b)           At any time on or prior to January 15, 2008, upon a Qualified Equity Offering, up to 35% of the aggregate principal amount at maturity of the Notes originally issued pursuant to the Indenture may be redeemed at the Issuers’ option within 90 days of such Qualified Equity Offering, with cash received by the Issuers from the Net Cash Proceeds of such Qualified Equity Offering, at a redemption price equal to 112.750% of Accreted Value thereof, together with accrued and unpaid Interest (and Liquidated Damages, if any) to the Redemption Date; provided, however, that immediately following such redemption not less than 65% of the aggregate principal amount at maturity of the Notes originally issued pursuant to the Indenture on the Issue Date remain outstanding.

(c)           Notice of redemption shall be mailed, by first class mail, at least 30 days but not more than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at its registered address, and any such redemption shall be made pursuant to the procedures required by the Indenture.  Notes in denominations larger than

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$1,000 principal amount at maturity may be redeemed in part but only in integral multiples of $1,000 principal amount at maturity, unless all of the Notes held by a Holder are to be redeemed.  On and after the Redemption Date, the Accreted Value shall cease to increase, and Interest (and Liquidated Damages, if any) shall cease to accrue, on Notes or portions thereof called for redemption unless the Issuers default in such payments due on the Redemption Date.

6.             Mandatory Redemption.  The Issuers shall not be required to make mandatory redemption payments with respect to the Notes (except for any offer to repurchase Notes that the Issuers are required to make as described in Section 8 hereof).  The Notes shall not have the benefit of any sinking fund.

7.             Regulatory Redemption.  Notwithstanding any other provisions hereof, if any Gaming Authority requires that a Holder or beneficial owner of Notes must be licensed, qualified or found suitable under any applicable Gaming Law and such Holder or beneficial owner fails to apply for a license, qualification or a finding of suitability within 30 days after being requested to do so by the Gaming Authority (or such lesser period that may be required by such Gaming Authority), or if such Holder or such beneficial owner is not so licensed, qualified or found suitable, the Issuers shall have the right, at the Issuers’ option, (1) to require such Holder or beneficial owner to dispose of such Holder’s or beneficial owner’s Notes within 30 days of receipt of notice of such finding by the applicable Gaming Authority or such earlier date as may be ordered by such Gaming Authority or (2) to call for the redemption (a “Regulatory Redemption”) of the Notes of such Holder or beneficial owner at the Accreted Value thereof or, if required by such Gaming Authority, the lesser of (a) the price at which such Holder or beneficial owner acquired the Notes, and (b) the fair market value of such Notes on the date of redemption, together with, in either case, accrued and unpaid Interest (and, if permitted by such Gaming Authority, Liquidated Damages) to the earlier of the date of redemption or such earlier date as may be required by such Gaming Authority or the date of the finding of unsuitability by such Gaming Authority, which may be less than 30 days following the notice of redemption, if so ordered by such Gaming Authority. The Issuers are not required to pay or reimburse any Holder or beneficial owner of the Notes for the expenses of any such Holder or beneficial owner related to the application for any license, qualification or finding of suitability in connection with a Regulatory Redemption.  Such expenses of any such Holder or beneficial owner shall, therefore, be the obligation of such Holder or beneficial owner.

8.             Offers to Purchase.

(a)           Change of Control.  In the event that a Change of Control has occurred, each Holder of Notes shall have the right, at such Holder’s option, pursuant to an offer by the Issuers (subject only to conditions required by applicable law, if any) (the “Change of Control Offer”), to require the Issuers to repurchase all or any part of such Holder’s Notes (provided, that the principal amount at maturity of such Notes must be $1,000 or an integral multiple thereof), at a cash price equal to 101% of the Accreted Value thereof on the Change of Control Purchase Date (as defined below) (the “Change

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of Control Purchase Price”), together with accrued and unpaid Interest (and Liquidated Damages, if any) to the Change of Control Purchase Date.

In order to effect the Change of Control Offer, the Issuers shall, not later than the 30^th day after the occurrence of the Change of Control, mail to each Holder of Notes notice of the Change of Control Offer (the “Change of Control Notice”), describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes on a date (the “Change of Control Purchase Date”) that is no earlier than 30 days and no later than 60 days after the date the Change of Control Notice is mailed, pursuant to the procedures required by the Indenture and described in the Change of Control Notice.

On or before the Change of Control Purchase Date, the Issuers shall: (i) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent cash in an amount sufficient to pay the Change of Control Purchase Price, together with accrued and unpaid Interest (and Liquidated Damages, if any) to the Change of Control Purchase Date of all Notes so tendered, and (iii) deliver to the Trustee the Notes so accepted together with an Officers’ Certificate listing the Notes or portions thereof being purchased by the Issuers.  The Paying Agent promptly shall pay each Holder of Notes so accepted an amount equal to the Change of Control Purchase Price, together with accrued and unpaid Interest (and Liquidated Damages, if any) to the Change of Control Purchase Date, and the Trustee promptly shall authenticate and deliver to each such Holder a new Note equal in principal amount at maturity to any unpurchased portion of the Note surrendered.  Any Notes not so accepted shall be delivered promptly by the Issuers to the Holder thereof.  The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.

Prior to complying with any of the provisions of this Section 8(a), but in any event within 90 days following a Change of Control, the Issuers either shall be required either to repay all outstanding Senior Debt or to obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 8(a).

(b)           Asset Sale.  Subject to certain exceptions set forth in the Indenture, the Issuers shall not and the Guarantors shall not, and neither the Issuers nor the Guarantors shall permit any of the Subsidiaries to, in one or a series of related transactions, make any Asset Sale unless: (i) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents, and (ii) the Board of Directors of the applicable Issuer determines in reasonable good faith that such Issuer or such Subsidiary shall receive, as applicable, fair market value for such Asset Sale.  For purposes of clause (i) of the preceding sentence the following shall be deemed to constitute cash or Cash Equivalents: (a) the amount of any Indebtedness or other liabilities (other than Indebtedness or liabilities that are by their terms subordinated to the Notes and the Guarantees) of the Issuers or such Subsidiary that are assumed by the transferee of any such assets so long as the documents governing such liabilities provide that there is no further recourse to the Issuers or any of the Subsidiaries with respect to

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such liabilities and (b) fair market value of any marketable securities, currencies, notes or other obligations received by the Issuers or any such Subsidiary in exchange for any such assets that are converted into cash or Cash Equivalents within 30 days after the consummation of such Asset Sale, provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received.

Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the “Asset Sale Amount”), if used, shall be: (a) (i) used to retire Purchase Money Indebtedness secured by the asset which was the subject of the Asset Sale, or (ii) used to retire and permanently reduce Indebtedness incurred under the Credit Agreement and other Senior Debt; provided, that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount; or (b) invested in assets and property (other than notes, bonds, obligations and securities, except in connection with the acquisition of a Person in a Related Business which immediately following such acquisition becomes a Guarantor) which in the reasonable good faith judgment of the applicable Issuer’s Board of Directors will immediately constitute or be a part of a Related Business of the Issuers or such Guarantor (if it continues to be a Guarantor) immediately following such transaction (such assets or property the “Related Business Assets”); or (c) any combination of (a) or (b).  All Net Cash Proceeds from an Event of Loss shall be used as follows: (1) first, the Issuers shall use such Net Cash Proceeds to the extent necessary to rebuild, repair, replace or restore the assets subject to such Event of Loss with comparable assets; and (2) then, to the extent any Net Cash Proceeds from an Event of Loss are not used as described in the preceding clause (1), all such remaining Net Cash Proceeds shall be reinvested or used as provided in the immediately preceding clause (a), (b) or (c).

The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in clause (a), (b) or (c) of the immediately preceding paragraph and the accumulated Net Cash Proceeds from any Event of Loss not applied as set forth in clause (1) or (2) of the immediately preceding paragraph shall constitute “Excess Proceeds.” Pending the final application of any Net Cash Proceeds,  the Issuers may temporarily reduce revolving credit borrowings or otherwise invest or use for general corporate purposes the Net Cash Proceeds in any manner that is not prohibited by the Indenture; provided, however, that the Issuers may not use the Net Cash Proceeds (x) to make Restricted Payments other than Restricted Payments that are solely Restricted Investments or (y) to make Permitted Investments pursuant to clause (a) of the definition thereof.

When the Excess Proceeds equal or exceed $5,000,000,  the Issuers shall offer to repurchase the Notes, together with any other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Issuers to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (the “Asset Sale Offer”) at a purchase price of 100% of (x) in the case of the Notes, the Accreted Value on the Asset Sale Purchase Date (as defined below), and (y) in the case of any such other Indebtedness, the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) on the Asset Sale Purchase Date (the “Asset Sale Offer

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Price”) together with accrued and unpaid interest (and Liquidated Damages, if any) to the Asset Sale Purchase Date.  In order to effect the Asset Sale Offer, the Issuers shall promptly after expiration of the 360-day period following the Asset Sale that produced such Excess Proceeds mail to each Holder of Notes notice of the Asset Sale Offer (the “Asset Sale Notice”), offering to purchase the Notes on a date (the “Asset Sale Purchase Date”) that is no earlier than 30 days and no later than 60 days after the date that the Asset Sale Notice is mailed, pursuant to the procedures required by the Indenture and described in the Asset Sale Notice.  On the Asset Sale Purchase Date,  the Issuers shall apply an amount equal to the Excess Proceeds (the “Asset Sale Offer Amount”) plus an amount equal to accrued and unpaid interest (and Liquidated Damages, if any) to the purchase of all Indebtedness properly tendered in the Asset Sale Offer (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price, together with accrued and unpaid interest (and Liquidated Damages, if any) to the Asset Sale Purchase Date.  To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Issuers may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture.  Following the consummation of each Asset Sale Offer in accordance with the provisions of the Indenture, the Excess Proceeds amount shall be reset to zero.

Prior to complying with any of the provisions of the immediately preceding paragraph, the Issuers shall be required either to repay all outstanding Senior Debt or to obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by the immediately preceding paragraph.

9.             Denominations, Transfer, Exchange.  The Notes are in registered form without coupons in denominations of $1,000 principal amount at maturity and integral multiples of $1,000 principal amount at maturity.  The transfer of Notes may be registered, and Notes may be exchanged, as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture.  The Issuers need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.  Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between an Interest Record Date and the corresponding Interest Payment Date.

10.           Persons Deemed Owners.  The registered Holder of a Note may be treated as its owner for all purposes.

11.           Amendment, Supplement, Modification and Waiver.

(a)           Subject to certain exceptions, with the consent of the Holders of a majority in aggregate principal amount at maturity of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or

9

tender offer or exchange offer for, the Notes), (i) the Indenture, the Notes and the Guarantees may be amended, supplemented or otherwise modified, and (ii) any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of or premium, if any, or Interest (or Liquidated Damages, if any) on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture, the Notes and the Guarantees may be waived.

(b)           Without the consent of the Holders, the Issuers, the Guarantors and the Trustee may amend, modify or supplement the Indenture, the Notes or the Guarantees, to cure any ambiguity, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of certificated Notes; to provide for the assumption of any of the Issuers’ or the Guarantors’ obligations to Holders in the case of a merger or consolidation or a sale of all or substantially all of the Issuers’ assets in accordance with the Indenture; to evidence the release of any Guarantor permitted to be released under the terms of the Indenture or to evidence the addition of any new Guarantor; to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA; to comply with applicable Gaming Laws; to comply with the provisions of DTC or the Trustee with respect to the provisions of the Indenture and the Notes relating to transfers and exchanges of Notes or beneficial interests therein; to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights of any Holder of Notes under the Indenture, the Notes, the Guarantees or the Registration Rights Agreement; or to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the date thereof, including Section 4.7 thereof.

12.           Defaults and Remedies.  Each of the following constitutes an Event of Default: (a) the Issuers’ failure to pay any installment of Interest (or Liquidated Damages, if any) on the Notes as and when the same becomes due and payable (whether or not such payment is prohibited by the subordination provisions of Article X of the Indenture) and the continuance of any such failure for 30 days, (b) the Issuers’ failure to pay all or any part of the Accreted Value of or premium, if any, on the Notes when and as the same becomes due and payable at maturity, redemption, by acceleration or otherwise, including, without limitation, payment of the Change of Control Purchase Price, or the Asset Sale Offer Price, on Notes validly tendered and not properly withdrawn pursuant to a Change of Control Offer or Asset Sale Offer, as applicable (in each case, whether or not such payment is prohibited by the subordination provisions of Article X of the Indenture), (c) the Issuers’ failure or the failure by any of the Guarantors or any of the Subsidiaries to observe or perform any other covenant or agreement contained in the Notes or the Indenture and, except for the provisions under Sections 4.9, 4.13, 4.14 and 5.1 of the Indenture, the continuance of such failure for a period of 30 days after the earlier of written notice to the Issuers by the Trustee or written notice to the Issuers and the Trustee by the Holders of at least 25% in aggregate principal amount at maturity of the Notes outstanding, (d) the cessation of substantially all gaming operations of the Issuers and the Subsidiaries, taken as a whole, for more than 90

10

days, except as a result of an Event of Loss, (e) any revocation, suspension, expiration (without previous or concurrent renewal) or loss of any Gaming License of any of the Issuers or any Subsidiary for more than 90 days, (f) a default occurs (after giving effect to any waivers, amendments, applicable grace periods or any extension of any maturity date) in the Issuers’ Indebtedness or the Indebtedness of any of the Subsidiaries with an aggregate amount outstanding in excess of $5,000,000 (x) resulting from the failure to pay principal of such Indebtedness at maturity, or (y) if as a result of such default, the maturity of such Indebtedness has been accelerated prior to its stated maturity, (g) final unsatisfied judgments not covered by insurance aggregating in excess of $5,000,000 at any one time rendered against the Issuers or any of the Subsidiaries and not stayed, bonded or discharged within 60 days after their entry, (h) any Guarantee of a Guarantor ceases to be in full force and effect or becomes unenforceable or invalid or is declared null and void (other than in accordance with the terms of the Guarantee and the Indenture) or any Guarantor denies or disaffirms its Obligations under its Guarantee or the Collateral Agreements, (i) a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries in an involuntary case under any applicable Bankruptcy Law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries or for all or substantially all of the property and assets of any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries or (C) the winding up or liquidation of the affairs of any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries and, in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days, or (j) any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries of the Issuers (A) commences a voluntary case under any applicable Bankruptcy Law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries or for all or substantially all of the property and assets of any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries or (C) effects any general assignment for the benefit of creditors.

13.           Trustee Dealings with Issuers.  The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuers or their Affiliates, and may otherwise deal with the Issuers or their Affiliates, as if it were not the Trustee.

14.           No Recourse Against Others.  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 respect of the Issuers’ obligations or the obligations of the Guarantors under the Indenture, the Notes, the Guarantees or the Registration Rights Agreement, 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.

15.           Authentication.  This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

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16.           Abbreviations.  Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

17.           CUSIP Numbers.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon, and any such redemption shall not be affected by any defect in or omission of such numbers.

18.           Notation of Guarantee.  As more fully set forth in the Indenture, to the extent permitted by law, each of the Guarantors from time to time, in accordance with Article XI of the Indenture, jointly and severally, irrevocably and unconditionally guarantees on a senior subordinated unsecured basis to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that:  (i) (A) the Accreted Value 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 Accreted Value 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 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 hereof and 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, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.6 the Indenture.

When a successor Guarantor assumes all the obligations of its predecessor Guarantor under the Notes and the Indenture, the predecessor Guarantor may be released from those obligations.

19.           Governing Law.  THE INDENTURE, THE NOTES AND THE GUARANTEES 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).

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20.           Certificate And Opinion As To Conditions Precedent.  Upon any request or application by the Issuers to the Trustee to take any action under the Indenture, the Issuers shall furnish to the Trustee (i) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.5 of the Indenture) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in the Indenture relating to the proposed action have been satisfied; and (ii) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.5 of the Indenture) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

21.           Additional Rights of Holders of Transfer Restricted Notes.(7)  In addition to the rights provided to Holders of Notes under the Indenture, Holders of Transfer Restricted Notes shall have all the rights set forth in the Registration Rights Agreement.

22.           Subordination.  Each Holder by accepting a Note agrees that the Indebtedness evidenced by the Notes and the Guarantees is subordinated in right of payment, to the extent and in the manner provided in Article X of the Indenture, to the prior payment in full of all Senior Debt (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed) of the Issuers and the Guarantors, and that the subordination is for the benefit of the holders of Senior Debt.

The Issuers shall furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement.  Requests may be made to:

CasaBlanca Resorts

950 West Mesquite Boulevard
Mesquite, Nevada 89027

Attention:  Secretary

(7)           To be included only on Transfer Restricted Notes.

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Assignment Form

To assign this Note, fill in the form below

(I) or (We) assign and transfer this Note to:

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Issuers. The agent may substitute another to act for it.

Date:

Your Signature:

(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*

*NOTICE:  The Signature must be guaranteed by an Institution which is a member of one of the following recognized signature Guarantee Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) such other guarantee program acceptable to the Trustee.

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Option of Holder to Elect Purchase

If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.13 or 4.14 of the Indenture, check the box below:

Section 4.13 o Section 4.14 o

If you want to elect to have only part of the Note purchased by the Issuers pursuant to Section 4.13 or 4.14 of the Indenture, state the aggregate principal amount at maturity you elect to have purchased (in denominations of $1,000 principal amount at maturity only, except if you have elected to have all of your Notes purchased):  $                        

Date: Your Signature:

(Sign exactly as your name appears on the Note)

Social Security or Tax Identification No.:               

Signature Guarantee*

*NOTICE:  The Signature must be guaranteed by an Institution which is a member of one of the following recognized signature Guarantee Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv)  such other guarantee program acceptable to the Trustee.

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Schedule of Exchanges of Interests in the Global Note(8)

The following exchanges of an interest in this Global Note for an interest in another Global Notes or for a Definitive Note, or exchanges of an interest in another Global Note or a Definitive Note for an interest in this Global Note, have been made:

Date of
Exchange Amount of
Decrease in
Principal
Amount At
Maturity of this
Global Note Amount of
Increase in
Principal
Amount At
Maturity of
this Global
Note Principal Amount
At Maturity of
this Global Note
Following Such
Decrease or
Increase Signature of
Authorized
Officer
of
Trustee or Note
Custodian

(8)           This should be included only if the Note is issued in global form.

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GUARANTEE

Each entity listed on the signature page hereto (hereafter referred to as a “Guarantor,” which term includes any successors or assigns under the Indenture, dated as of December 20, 2004, among the Issuers (as defined below), the Guarantors (as defined therein) and The Bank of New York Trust Company, N.A., as trustee (the “Indenture”), as amended or supplemented by any amendments or supplemental indentures thereto), has executed either the Indenture or a supplemental indenture in substantially the form attached as Exhibit E to the Indenture and has irrevocably and unconditionally guaranteed on a senior secured basis the Guarantee Obligations (as defined in Section 11.1 of the Indenture), which include: (i) (A) the due and punctual payment in full of the Accreted Value of and premium, if any, and Interest and Liquidated Damages, if any, on the 12.750% Senior Subordinated Discount Notes due 2013 (the “Notes”) of Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BB, 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), whether at maturity, by acceleration, call for redemption, upon a Change of Control Offer, an Asset Sale Offer or otherwise, (B) the prompt payment in full of all Interest on overdue Accreted Value 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, and (C) the due and punctual payment when due and performance of all other Obligations of the Issuers to the Holders or the Trustee under the Notes, the Indenture and the Registration Rights Agreement (including fees, expenses or otherwise), 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 due and punctual payment when due and performance of the same 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, provided, however, that the obligations of each Guarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law.

The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Guarantee 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 this 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 respect of the Issuers’ obligations or the obligations of the Guarantors under the Indenture, the Notes, the Guarantees or the Registration Rights Agreement 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.

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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.

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.

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

THIS GUARANTEE 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).

Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated.

[signature pages follow]

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IN WITNESS WHEREOF, each Guarantor has caused this instrument to be duly executed.

Dated:
	Casablanca Resorts, LLC
	By:
		Name:
		Title:
	Oasis Interval Ownership, LLC
	By:
		Name:
		Title:
	Oasis Interval Management, LLC
	By:
		Name:
		Title:
	Oasis Recreational Properties, Inc.
	By:
		Name:
		Title:

19

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Virgin River Casino Corporation

RBG, LLC

B&BB, Inc.

c/o CasaBlanca Resorts

950 West Mesquite Boulevard

Mesquite, Nevada 89027

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

700 South Flower Street, Suite 500

Los Angeles, California 90017
Attention: Corporate Trust Administration

Re:          12.750% Senior Subordinated Discount Notes due 2013 (the “Notes”)

Dear Sir or Madam:

Reference is hereby made to the Indenture, dated as of December 20, 2004 (as it may be amended or supplemented from time to time, the “Indenture”), among Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BB, 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), the Guarantors party thereto and The Bank of New York Trust Company, N.A., as trustee, relating to the Notes.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                        , (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount at maturity of $                  in such Note[s] or interests (the “Transfer”), to                   (the “Transferee”), as further specified in Annex A hereto.  In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.o         Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or of a Definitive Note Pursuant to Rule 144A.  The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a

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transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any State of the United States.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

2.o         Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or of a Definitive Note pursuant to Regulation S.  The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Distribution Compliance Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser) and the interest transferred will be held immediately thereafter through Euroclear or Clearstream.  Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

3.o         Check if Transferee will take delivery of a beneficial interest in a Global Note or of a Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S.  The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any State of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a)o           Such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; or

(b)o           Such Transfer is being effected to the Issuers or a subsidiary thereof; or

(c)o           Such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act; or

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(d)o           such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in a form of Exhibit D to the Indenture and (2) an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification and provided to the Issuers, which has confirmed its acceptability), to the effect that such Transfer is in compliance with the Securities Act.

Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Global Note and/or Definitive Notes and in the Indenture and the Securities Act.

4.o         Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

(a)o           Check if Transfer is Pursuant to Rule 144.  (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture and the Securities Act.

(b)o           Check if Transfer is Pursuant to Regulation S.  (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture and the Securities Act.

(c)o           Check if Transfer is Pursuant to Other Exemption.  (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904

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and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

[signature page follows]

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This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.

		Dated:
[Insert Name of Transferor]
By:
	Name:
	Title:

5

ANNEX A TO CERTIFICATE OF TRANSFER

1.             The Transferor owns and proposes to transfer the following:

[[CHECK ONE OF (a) OR (b)]

(a)	o	a beneficial interest in
(i)	o	144A Global Note, or
(ii)	o	501 Global Note, or
(iii)	o	Reg S Global Note; or
(b)	o	a Restricted Definitive Note.

2.             After the Transfer the Transferee will hold:

[CHECK ONE]

(a)	o	a beneficial interest in the:
(i)	o	144A Global Note, or
(ii)	o	501 Global Note, or
(iii)	o	Reg S Global Note,
(iv)	o	Unrestricted Global Note; or
(b)	o	a Restricted Definitive Note; or
(c)	o	an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

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EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Virgin River Casino Corporation

RBG, LLC

B&BB, Inc.

c/o CasaBlanca Resorts

950 West Mesquite Boulevard

Mesquite, Nevada 89027

The Bank of New York Trust Company, N.A.
700 South Flower Street, Suite 500

Los Angeles, California 90017
Attention: Corporate Trust Administration

Re:          12.750% Senior Subordinated Discount Notes due 2013 (the “Notes”)

Dear Sir or Madam:

Reference is hereby made to the Indenture, dated as of December 20, 2004 (as it may be amended and supplemented from time to time, the “Indenture”), among Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BB, 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), the Guarantors party thereto and The Bank of New York Trust Company, N.A., as trustee, relating to the Notes.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                      , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount at maturity of $                        in such Note[s] or interests (the “Exchange”).  In connection with the Exchange, the Owner hereby certifies that:

1.             Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note.

(a)           o         Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount at maturity, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended

1

(the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any State of the United States.

(b)           o        Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any State of the United States.

(c)           o        Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note.  In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any State of the United States.

(d)           o         Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note.  In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any State of the United States.

2.  Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes.

(a)           o         Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note.  In connection with the Exchange

2

of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount at maturity, the Owner hereby certifies that (i) the Restricted Definitive Note is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any State of the United States.  Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

(b)           o        Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note.  In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the:  [CHECK ONE]  o   144A Global Note,   o   Reg S Global Note, or   o   501 Global Note

with an equal principal amount at maturity, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any State of the United States.  Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

[signature page follows]

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This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.

[Insert Name of Owner]
By:
	Name:
	Title:
Dated:

4

EXHIBIT D

FORM OF CERTIFICATE FROM ACQUIRING
INSTITUTIONAL ACCREDITED INVESTOR

Jefferies & Company, Inc.

11100 Santa Monica Boulevard

10th Floor

Los Angeles, California 90025

Virgin River Casino Corporation

RBG, LLC

B&BB, Inc.

c/o CasaBlanca Resorts

950 West Mesquite Boulevard

Las Vegas, Nevada 89027

Re:          12.750% Senior Subordinated Discount Notes due 2013 (the “Notes”)

Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of December 20, 2004 (the “Indenture”), among Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BB, 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), the Guarantors party thereto and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), relating to the Notes.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of $                       aggregate principal amount at maturity of: (a) a beneficial interest in a Global Note, or (b) a Definitive Note, we confirm that:

1.             We understand and acknowledge that the Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other applicable securities law, are being offered for resale in transactions not requiring registration under the Securities Act or any other securities law, including resales pursuant to Rule 144A under the Securities Act (“Rule 144A”), and may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act or any other applicable securities law, pursuant to an exemption therefrom and in each case in compliance with the conditions for transfer set forth below.

2.             We are not an affiliate (as defined in Rule 144 under the Securities Act) of the Issuers or acting on behalf of the Issuers, and we are an institutional “accredited investor” under the Securities Act within the meaning of subparagraph (a) (1), (2), (3) or

1

(7) of Rule 501 under the Securities Act (“Rule 501”) and, if the Notes are to be purchased for one or more accounts (“investor accounts”) for which we are acting as fiduciary or agent, each such investor account is an institutional “accredited investor” on a like basis. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Notes and invest in or purchase securities similar to the Notes in the normal course of our business. We and any investor accounts for which we are acting are each aware that we may be required, and are each able, to bear the economic risk of our or its investment in the Notes for an indefinite period of time, including the risk of an entire loss of our or such investor account’s investment in the Notes.

3.             We acknowledge that: (a) neither the Issuers nor the Initial Purchaser, nor any person representing the Issuers or the Initial Purchaser, has made any representation to us with respect to the Issuers or the offering or sale of any Notes, and (b) we have had access to such financial and other information concerning the Issuers and the Notes as we have deemed necessary in connection with our decision to purchase the Notes, including an opportunity to ask questions of and request information from the Issuers.

4.             We are purchasing the Notes for our own account, or for one or more investor accounts for which we are acting as a fiduciary or agent, in each case for investment, and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act, subject to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and subject to our or their ability to resell such Notes pursuant to Rule 144A, Regulation S or any exemption from registration available under the Securities Act.

5.             We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date which is two years (or such other period that may hereafter be provided under Rule 144(k) under the Securities Act as permitting resales of restricted securities by non-affiliates without restriction) after the later of the date of original issue and the last date on which the Issuers or any affiliate of the Issuers was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to the Issuers or any subsidiary of the Issuers, (b) pursuant to a registration statement that has been declared effective under the Securities Act, (c) for so long as the Notes are eligible for resale pursuant to Rule 144A, to a person we reasonably believe is a “qualified institutional buyer” as defined in Rule 144A (a “QIB”) that purchases for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to non-U.S. persons that occur outside the United States in accordance with Regulation S under the Securities Act, (e) to an institutional “accredited investor” within the meaning of subparagraph (a) (1), (2), (3) or (7) of Rule 501 that is acquiring the Notes for its own account, or for the account of such an institutional “accredited investor,” for investment purposes, and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act, or (f) pursuant to another available exemption from the registration requirements of

2

the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in each case in compliance with applicable securities laws of any U.S. state or any other applicable jurisdiction. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made pursuant to clause (e) or (f) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Issuers and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of subparagraph (a) (1), (2), (3) or (7) of Rule 501 and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Issuers and the Trustee reserve the right prior to the offer, sale or other transfer made prior to the Resale Termination Date pursuant to clause (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to each of them.

6.             We are not acquiring the Notes for or on behalf of any pension or welfare plan (as defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) or other arrangement that is subject to ERISA or Section 4975 of the Internal Revenue Code (a “plan”) or any entity whose underlying assets include assets of a plan pursuant to 29 C.F.R. Section 2510.3-101 or otherwise, except that such a purchase for or on behalf of a pension or welfare plan shall be permitted to the extent:

(a)such purchase is being made by or on behalf of a bank collective investment fund maintained by the purchaser in which no plan (together with any other plans maintained by the same employer or employee organization) has an interest in excess of 10% of the total assets in such collective investment fund and the conditions of Section III of Prohibited Transaction Class Exemption 91-38 issued by the Department of Labor are satisfied;

(b)such purchase is made by or on behalf of an insurance company pooled separate account maintained by the purchaser in which, at any time while the Notes are outstanding, no plan (together with any other plans maintained by the same employer or employee organization) has an interest in excess of 10% of the total of all assets in such pooled separate account and the conditions of Section III of Prohibited Transaction Class Exemption 90-1 issued by the Department of Labor are satisfied;

(c)such purchase is made on behalf of a plan by (1) an investment advisor registered under the Investment Advisers Act of 1940 that had as of the last day of its most recent year total assets under its management and control in excess of $50,000,000 and had stockholders’ or partners’ equity in excess of $750,000, as shown

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in its most recent balance sheet prepared in accordance with generally accepted accounting principles, or (2) a bank as defined in Section 202 (a) (2) of the Investment Advisers Act of 1940 with equity capital in excess of $1,000,000 as of the last day of its most recent year, or (3) an insurance company which is qualified under the laws of more than one state to manage, acquire or dispose of any assets of a plan, which insurance company has as of the last day of its most recent year, net worth in excess of $1,000,000 and which is subject to supervision and examination by state authority having supervision over insurance companies and, in any case, such investment advisor, bank or insurance company is otherwise a qualified professional asset manager, as such term is used in Prohibited Transaction Class Exemption 84-14 issued by the Department of Labor, and the assets of such plan when combined with the assets of other plans established or maintained by the same employer (or affiliate thereof) or employee organization and managed by such investment advisor, bank or insurance company, do not represent more than 20% of the total client assets managed by such investment advisor, bank or insurance company, and the conditions of Section I of such exemption are otherwise satisfied;

(d)to the extent such plan is a governmental plan (as defined in Section 3 of ERISA) which is not subject to the provisions of Title I of ERISA or Section 401 of the Internal Revenue Code;

(e)to the extent such purchase is made by or on behalf of an insurance company with assets in its insurance company general account, and the conditions of Prohibited Transaction Class Exemption 95-60 issued by the Department of Labor are satisfied;

(f)to the extent such purchase is made on behalf of a plan by an in-house asset manager and the conditions of Part I of Prohibited Transactions Class Exemption 96-23 issued by the Department of Labor are satisfied; or

(g)such purchase would not otherwise constitute a non-exempt prohibited transaction.

7.             We understand that the Notes will be delivered in registered form only and that the certificates delivered to us in respect of the Notes will contain a legend substantially to the following effect:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,

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TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (X) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (Y) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (Z) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE THAT IS TWO YEARS (OR SUCH OTHER PERIOD THAT MAY HEREAFTER BE PROVIDED UNDER RULE 144(k) UNDER THE SECURITIES ACT AS PERMITTING RESALES OF RESTRICTED SECURITIES BY NON-AFFILIATES WITHOUT RESTRICTION) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUERS OR ANY SUBSIDIARIES OF THE ISSUERS, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND IN EACH CASE IN ACCORDANCE

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WITH APPLICABLE SECURITIES LAWS OF ANY U.S. STATE OR ANY OTHER APPLICABLE JURISDICTION.

8.We acknowledge that the Issuers and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements and agrees that, if any representations, warranties, acknowledgements and agreements deemed to have been made by us are no longer accurate, we shall promptly notify the Issuers.

9.If we are acquiring any of the Notes as a fiduciary or agent for one or more investor accounts, we represent that we have sole investment discretion with respect to each such account and we have full power to make the foregoing representations, warranties, acknowledgements and agreements on behalf of each such investor account.

10.Upon purchase, the Notes would be registered in the name of the undersigned:

Name:

Address:

Taxpayer ID Number

THIS LETTER 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 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).

[signature page follows]

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You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

	Name of Accredited Investor
	By:
		Name:
		Title:
Dated:           , 20[   ]

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EXHIBIT E
FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT
GUARANTORS

Supplemental Indenture (this “Supplemental Indenture”), dated as of        , among  (i) Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BB, 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)                   , a subsidiary of the Issuers (the “Guaranteeing Subsidiary”), and (iii) 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, 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 Guarantor 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; and

WHEREAS, pursuant to Section 9.3 of the Indenture, the Trustee is authorized to execute and deliver this 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 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 Subsidiary jointly and severally, irrevocably and unconditionally guarantees on a senior secured basis to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that:  (i) (A) the Accreted Value of and premium, if any, and Interest (and

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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 Accreted Value 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.

The obligations of the Guaranteeing Subsidiary to the Holders and to the Trustee pursuant to this 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 respect of the Issuers’ obligations or the obligations of the Guarantors under the Indenture, the Notes, the Guarantees or the Registration Rights Agreement 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 Subsidiary under its 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.             NEW YORK LAW TO GOVERN.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE

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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).

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

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

[signature pages follow]

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

Issuers:
	Virgin River Casino Corporation
	By:
			Name:
			Title:
	RBG, LLC
	By:
			Name:
			Title:
	B & BB, Inc.
	By:
		Name:
		Title:

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	Guaranteeing Subsidiary:
		[Name]
		By:
			Name:
			Title:
Trustee:
		The Bank of New York Trust Company, N.A.
		By:
			Name:
			Title:

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EX-2.9

Exhibit 2.9

CASABLANCA RESORTS

$125,000,000 9.000% Senior Secured Notes due 2012
$66,000,000 at maturity 12.750 % Senior Subordinated Discount Notes due 2013

REGISTRATION RIGHTS AGREEMENT

December 20, 2004

JEFFERIES & COMPANY, INC.
11100 Santa Monica Boulevard
10th Floor
Los Angeles, California  90025

Ladies and Gentlemen:

Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BB, Inc., a Nevada corporation (“B&BB” and, collectively with Virgin River and RBG, the “Issuers”), are issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in a purchase agreement, dated as of December 20, 2004 (the “Purchase Agreement”), (i) $125,000,000 aggregate principal amount at maturity of the Issuers’9.000% Senior Secured Notes due 2012, Series A, including the Senior Secured Note Guarantees (as defined below) endorsed thereon (the “Initial Senior Secured Notes”) and (ii) $66,000,000 aggregate principal amount at maturity of the Issuers’12.750% Senior Subordinated Discount Notes due 2013, Series A, including the Senior Subordinated Note Guarantees (as defined below) endorsed thereon (the “Initial Senior Subordinated Notes” and, together with the Initial Senior Secured Notes, the “Initial Notes”).

As an inducement to the Initial Purchaser to enter into the Purchase Agreement, each of the Issuers and each of the Guarantors jointly and severally agrees with the Initial Purchaser, for the benefit of the holders of the Notes (as defined below) (including, without limitation, the Initial Purchaser), as follows:

1.Definitions.

Capitalized terms used herein without definition shall have their respective meanings set forth in the Purchase Agreement.  As used in this Agreement, the following terms shall have the following meanings:

Advice:  See the last paragraph of Section 5.

Agreement:  This Registration Rights Agreement.

Applicable Period:  See Section 2(f).

Business Day:  Any day, other than a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized or obligated by law, regulation or executive order to be closed.

Closing Date:  December 20, 2004.

controlling person:  See Section 7(a).

DTC:  See Section 5(i).

Effectiveness Date:  The 150th day following the Closing Date; provided, however, that if the Effectiveness Date would otherwise fall on a day that is not a Business Day, then the Effectiveness Date shall be the next succeeding Business Day.

Effectiveness Period:  See Section 3(a).

Exchange Act:  The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

Exchange Notes:  The Senior Secured Exchange Notes and the Senior Subordinated Exchange Notes.

Exchange Offer:  See Section 2(a).

Exchange Offer Registration Statement:  See Section 2(a).

Filing Date:  The 90th day following the Closing Date; provided, however, that if the Filing Date would otherwise fall on a day that is not a Business Day, then the Filing Date shall be the next succeeding Business Day.

Guarantees:  The Senior Secured Note Guarantees and the Senior Subordinated Note Guarantees.

Guarantors:   The entities which have executed Guarantees pursuant to the Indentures.

Holder:  Each holder of Registrable Notes.

Holder Indemnified Parties:  See Section 7(a).

indemnified party:  See Section 7(c).

indemnifying parties:  See Section 7(c).

Indentures:  The Senior Secured Note Indenture and the Senior Subordinated Note Indenture.

Initial Shelf Registration:  See Section 3(a).

Liquidated Damages Amount:  With respect to any Registration Default, an amount per week per $1,000 principal amount at maturity of Registrable Notes equal to equal to 0.25% per annum for the first 90 days of the Registration Default Period, increasing by an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum of 1.00% per annum.

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Losses:  See Section 7(a).

Maximum Contribution Amount:  See Section 7(d).

NASD:  The National Association of Securities Dealers, Inc.

Notes:  The Senior Secured Notes and the Senior Subordinated Notes.

Participating Broker-Dealer:  See Section 2(f).

Person:   An individual, trustee, corporation, limited liability company, partnership, limited liability partnership, joint stock company, joint venture, trust, unincorporated organization or association, government or any agency or political subdivision thereof, union, business association, firm or other entity.

Private Exchange:  See Section 2(g).

Private Exchange Notes:  See Section 2(g).

Prospectus:  The prospectus included in a Registration Statement at the time that such Registration Statement is declared effective (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act), as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Notes covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Registrable Notes:  The Registrable Senior Secured Notes and the Registrable Senior Subordinated Notes.

Registrable Senior Secured Notes:  Any Senior Secured Notes that may not be sold without restriction under federal or state securities law; provided, that for the avoidance of doubt, a Senior Secured Note shall cease to be a Registrable Senior Secured Note when (i) a Registration Statement (other than, with respect to any Senior Secured Exchange Note as to which Section 2(i)(v)(B) is applicable, the Exchange Offer Registration Statement) covering such Senior Secured Note has been declared effective by the SEC and such Senior Secured Note has been disposed of in accordance with such effective Registration Statement, (ii) in the case of an Initial Senior Secured Note, such Senior Secured Note has been exchanged pursuant to the Exchange Offer for one or more Senior Secured Exchange Notes that may be resold without restriction under state and federal securities laws, (iii) such Senior Secured Note ceases to be outstanding for purposes of the Senior Secured Indenture or (iv) such Senior Secured Note has been sold in compliance with Rule 144 or is salable pursuant to Rule 144(k) under the Securities Act.

Registrable Senior Subordinated Notes:  Any Senior Subordinated Notes that may not be sold without restriction under federal or state securities law; provided, that for the avoidance of doubt, a Senior Subordinated Note shall cease to be a Registrable Senior Subordinated Note when (i) a Registration Statement (other than, with respect to any Senior Subordinated Exchange Note as to which Section 2(i)(v)(B) is applicable, the Exchange Offer Registration Statement) covering such Senior Subordinated Note has been declared effective by the SEC and such Senior Secured Note has been disposed of in accordance with such effective Registration Statement, (ii) in the case of an Initial Senior Subordinated Note, such Senior Subordinated Note has been exchanged pursuant to the Exchange Offer

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for one or more Senior Subordinated Exchange Notes that may be resold without restriction under state and federal securities laws, (iii) such Senior Subordinated Note ceases to be outstanding for purposes of the Senior Subordinated Indenture or (iv) such Senior Subordinated Note has been sold in compliance with Rule 144 or is salable pursuant to Rule 144(k) under the Securities Act.

Registration Default:  See Section 4(a).

Registration Default Period:  See Section 4(a).

Registration Statement:  Any registration statement of the Issuers and the Guarantors filed with the SEC under the Securities Act that covers any of the Registrable Notes and that is filed pursuant to the provisions of this Agreement, including the Prospectus included therein, all amendments and supplements to such registration statement and Prospectus (including post-effective amendments), all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference therein.

Rule 144:  Rule 144 under the Securities Act, as such rule may be amended from time to time, or any similar rule (other than Rule 144A) or regulation hereafter adopted by the SEC.

Rule 144A:  Rule 144A under the Securities Act, as such rule may be amended from time to time, or any similar rule (other than Rule 144) or regulation hereafter adopted by the SEC.

Rule 415:  Rule 415 under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

SEC:  The Securities and Exchange Commission.

Securities Act:  The Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

Senior Secured Exchange Notes:  The 9.000% Senior Secured Notes due 2012, Series B, of the Issuers, including the guarantees endorsed or to be endorsed thereon, identical in all respects to the Initial Senior Secured Notes, including the Senior Secured Note Guarantees endorsed thereon, except (i) that such securities shall have been registered pursuant to an effective registration statement under the Securities Act, (ii) that such securities shall not contain a restrictive legend thereon, (iii) that such securities shall not contain provisions relating to the accrual or payment of the Liquidated Damages Amount and (iv) as described in the first sentence of Section 2(e).

Senior Secured Note Guarantees:  The full and unconditional guarantee, on a senior secured basis by the Guarantors, as to payment of principal, interest, premium, if any, and the Liquidated Damages Amount, if any, with respect to the Senior Secured Notes.

Senior Secured Note Indenture:  The Indenture, dated as of the date hereof, by and among the Issuers, the Guarantors and The Bank of New York Trust Company, N.A., as trustee, pursuant to which the Initial Senior Secured Notes are being issued, as amended or supplemented from time to time, in accordance with the terms thereof.

Senior Secured Notes:  Collectively, (i) the Initial Senior Secured Notes, (ii) the Senior Secured Exchange Notes and (iii) any Private Exchange Notes issued in exchange for any Initial Senior Secured Notes.

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Senior Subordinated Exchange Notes:  The 12.750% Senior Subordinated Notes due 2013, Series B, of the Issuers, including the guarantees endorsed or to be endorsed thereon, identical in all respects to the Initial Senior Subordinated Notes, including the Senior Subordinated Note Guarantees endorsed thereon, except (i) that such securities shall have been registered pursuant to an effective registration statement under the Securities Act, (ii) that such securities shall not contain a restrictive legend thereon, (iii) that such securities shall not contain provisions relating to the accrual or payment of the Liquidated Damages Amount and (iv) as described in the first sentence of Section 2(e).

Senior Subordinated Note Guarantees:  The full and unconditional guarantee, on a senior subordinated basis by the Guarantors, as to payment of Accreted Value (as defined in the Senior Subordinated Note Indenture), interest, premium, if any, and the Liquidated Damages Amount, if any, with respect to the Senior Subordinated Notes.

Senior Subordinated Note Indenture:  The Indenture, dated as of the date hereof, by and among the Issuers, the Guarantors and The Bank of New York Trust Company, N.A., as trustee, pursuant to which the Initial Senior Subordinated Notes are being issued, as amended or supplemented from time to time, in accordance with the terms thereof.

Senior Subordinated Notes:  Collectively, (i) the Initial Senior Subordinated Notes, (ii) the Senior Subordinated Exchange Notes and (iii) any Private Exchange Notes issued in exchange for any Initial Senior Subordinated Notes.

Series of Registrable Notes:  The Registrable Senior Secured Notes or the Registrable Senior Subordinated Notes, each as a separate series of Registrable Notes.

Shelf Effectiveness Date:  With respect to a Shelf Registration, the 60^th day after the filing of such Shelf Registration; provided, however, that if the Shelf Effectiveness Date would otherwise fall on a day that is not a Business Day, then the Shelf Effectiveness Date shall be the next succeeding Business Day.

Shelf Filing Date:  With respect to a Shelf Registration, the 30^th day following (i) in the case of an Initial Shelf Registration, delivery of the Shelf Notice triggering the obligation to file such Initial Shelf Registration, and (ii) in the case of a Subsequent Shelf Registration, the cessation of effectiveness of the prior Shelf Registration; provided, however, that if the Shelf Filing Date would otherwise fall on a day that is not a Business Day, then the Shelf Filing Date shall be the next succeeding Business Day.

Shelf Notice:  See Section 2(i).

Shelf Registration:  The Initial Shelf Registration and any Subsequent Shelf Registration.

Special Counsel:  With respect to each Series of Registrable Notes, the counsel chosen by the holders of a majority in aggregate principal amount at maturity of such Series of Registrable Notes.

Subsequent Shelf Registration:  See Section 3(b).

TIA:  The Trust Indenture Act of 1939, as amended.

Trustee:  The trustee under the Indenture and, if any, the trustee under any indenture governing the Exchange Notes or the Private Exchange Notes.

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Underwritten Registration or Underwritten Offering:   A registration in which securities of the Issuersare sold to an underwriter for reoffering to the public.

2.Exchange Offer.

(a)The Issuers and the Guarantors shall:

(i)prepare and file with the SEC promptly after the date hereof, but in no event later than the Filing Date, a registration statement with respect to the Initial Senior Secured Notes and the Initial Senior Subordinated Notes (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act with respect to a proposed offer (the “Exchange Offer”) to the Holders to issue and deliver to such Holders, in exchange for the Initial Notes, a like aggregate principal amount at maturity of Exchange Notes;

(ii)use their respective best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act as promptly as practicable after the filing thereof, but in no event later than the Effectiveness Date;

(iii)keep the Exchange Offer Registration Statement effective until the consummation of the Exchange Offer pursuant to its terms; and

(iv)unless the Exchange Offer would not be permitted by a policy of the SEC, commence the Exchange Offer and use their respective best efforts to, on or prior to 30 Business Days after the Exchange Offer Registration Statement is declared effective, consummate the Exchange Offer and issue Exchange Notes in exchange for all Initial Notes validly tendered and not validly withdrawn prior thereto in the Exchange Offer.

The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate applicable law or any applicable interpretation of the staff of the SEC.

If applicable law or applicable interpretations of the Staff of the SEC would not permit the consummation of the Exchange Offer prior to the Effectiveness Date, the Issuer and the Guarantors shall deliver a Shelf Notice pursuant to Section 2(h) and file an Initial Shelf Registration pursuant to Section 3.

(b)The Exchange Notes shall be issued under, and entitled to the benefits of, the applicable Indenture or a trust indenture that is identical to the applicable Indenture (other than such changes as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA).

(c)In connection with the Exchange Offer, the Issuers and the Guarantors shall:

(i)mail, or cause to be mailed, to each Holder of record a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal that is an exhibit to the Exchange Offer Registration Statement, and any related documents;

(ii)keep the Exchange Offer open for not less than 20 Business Days after the date notice thereof is mailed to the Holders (or longer if required by applicable law);

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(iii)utilize the services of a depositary for the Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an affiliate thereof;

(iv)permit Holders to withdraw tendered Notes at any time prior to the close of business, New York time, on the last Business Day on which the Exchange Offer shall remain open; and

(v)otherwise comply with all laws applicable to the Exchange Offer.

(d)As soon as practicable after the close of the Exchange Offer, the Issuers and the Guarantors shall:

(i)subject to clauses (ii), (iii) and (v) of Section 2(i), accept for exchange all Initial Notes validly tendered and not validly withdrawn pursuant to the Exchange Offer;

(ii)deliver to the Trustee for cancellation all Initial Notes so accepted for exchange; and

(iii)cause the Trustee promptly to authenticate and deliver to each Holder of Notes, Exchange Notes equal in aggregate principal amount at maturity to the Initial Notes of such Holder so accepted for exchange; provided, that, in the case of any Initial Notes held in global form by a depositary, authentication and delivery to such depositary of one or more replacement Exchange Notes in global form in an equivalent principal amount at maturity thereto for the account of such Holders in accordance with the applicable Indenture shall satisfy such authentication and delivery requirement.

(e)Interest on each Exchange Note and each Private Exchange Note will accrue from the last interest payment date on which interest was paid on the Initial Notes surrendered in exchange therefor or, if no interest has been paid on the Initial Notes, from the date of original issue of the Initial Notes.  Each Exchange Note and each Private Exchange Note shall bear interest at the rate set forth thereon; provided, that interest with respect to the period prior to the issuance thereof shall accrue at the rate or rates borne by the Initial Notes surrendered in exchange therefor from time to time during such period.

(f)The Issuers and the Guarantors shall include within the Prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” containing a summary statement of the positions taken or policies made by the staff of the SEC with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange Offer (a “Participating Broker-Dealer”).  Such “Plan of Distribution” section shall also allow, to the extent and in the manner permitted by applicable policies and regulations of the SEC, the use of the Prospectus by all Persons subject to the prospectus delivery requirements of the Securities Act, including (without limitation) all Participating Brokers-Dealers, and include a statement describing the manner in which Participating Broker-Dealers may resell the Exchange Notes.  The Issuers and the Guarantors shall use their respective best efforts to keep the Exchange Offer Registration Statement continuously effective and to amend and supplement the Prospectus contained therein, in order to permit such Prospectus to be lawfully delivered by all Persons subject to the prospectus delivery requirement of the Securities Act for the shorter of : (i) such period of time as such Persons must comply with such requirements in order to resell the Exchange Notes and (ii) the period ending when all Registrable Notes covered by the Exchange Offer Registration Statement have been sold pursuant thereto (the “Applicable Period”).

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(g)If, prior to consummation of the Exchange Offer, the Initial Purchaser holds any Initial Notes acquired by it and having the status as an unsold allotment in the initial distribution of the Initial Notes, the Issuers and the Guarantors shall, upon the request of the Initial Purchaser, simultaneously with the delivery of the Exchange Notes in the Exchange Offer, issue (pursuant to the same indenture as the applicable Exchange Notes and subject to transfer restrictions thereon) and deliver to the Initial Purchaser, in exchange for the Initial Notes held by the Initial Purchaser (the “Private Exchange”), a like principal amount at maturity of debt securities of the Issuers, including guarantees endorsed thereon, that are identical to the applicable Exchange Notes (the “Private Exchange Notes”), except for the existence of transfer restrictions thereon.  If required by DTC or CUSIP, the Private Exchange Notes may bear a different CUSIP number than the applicable Exchange Notes.

(h)The Issuers and the Guarantors may require each Holder as a condition to participation in the Exchange Offer to represent in writing to the Issuers and the Guarantors that, at the time of the consummation of the Exchange Offer:  (i) any Exchange Notes received by such Holder in the Exchange Offer will be acquired in the ordinary course of its business; (ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes within the meaning of the Securities Act or resale of the Exchange Notes in violation of the Securities Act; (iii) if such Holder is not a broker-dealer, it is not engaged in and does not intend to engage in, the distribution of the Exchange Notes; (iv) if such Holder is a Participating Broker-Dealer, it will deliver a prospectus, as required by law, in connection with any resale of such Exchange Notes; and (v) such Holder is not an affiliate (as defined in Rule 405 of the Securities Act) of any of the Issuers or, if such Holder is an affiliate of any of the Issuers, it will comply with the registration and prospectus delivery requirements of the Securities Act applicable to it.

(i)With respect to the Registrable Senior Secured Notes and the Registrable Senior Subordinated Notes, respectively (the “Applicable Registrable Notes”), if:

(i)prior to the consummation of the Exchange Offer with respect to such Applicable Registrable Notes, any of the Issuers or the Holders of a majority in aggregate principal amount at maturity of such Applicable Registrable Notes, determines in its or their reasonable judgment that (A) the Exchange Notes with respect to such Applicable Registrable Notes would not, upon receipt, be tradeable by the Holders thereof without restriction under the Securities Act and the Exchange Act and without material restrictions under applicable Blue Sky or state securities laws, or (B) the interests of the Holders of such Applicable Registrable Notes under this Agreement, taken as a whole, would be materially adversely affected by the consummation of the Exchange Offer with respect to such Applicable Registrable Notes;

(ii)applicable law, a policy of the SEC or interpretations of the Staff of the SEC would not permit the consummation of the Exchange Offer with respect to such Applicable Registrable Notes prior to the Effectiveness Date;

(iii)subsequent to the consummation of the Private Exchange with respect to such Applicable Notes, any Holder of Private Exchange Notes issued with respect to such Applicable Registrable Notes so requests;

(iv)the Exchange Offer with respect to such Applicable Registrable Notes is not consummated within 195 days of the Closing Date for any reason; or

(v)in the case of (A) any Holder of such Applicable Registrable Notes not permitted to participate in the Exchange Offer with respect to such Applicable Registrable Notes, (B) any Holder of such Applicable Registrable Notes participating in the Exchange Offer with respect to

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such Applicable Registrable Notes that receives Exchange Notes with respect to such Applicable Registrable Notes that may not be sold without restriction under state and federal securities laws (other than due solely to the status of such Holder as an affiliate of any of the Issuers within the meaning of the Securities Act) or (C) any broker-dealer that holds Applicable Registrable Notes acquired directly from the Issuers or any of their respective affiliates and, in each such case contemplated by this clause (v), such Holder notifies the Issuers within six months of consummation of the Exchange Offer with respect to such Applicable Registrable Notes,

then the Issuers shall promptly (and in any event within five Business Days) deliver to the Holders (or in the case of an occurrence of any event described in clause (v) of this Section 2(i), to any such Holder) of such Applicable Registrable Notes and the Trustee notice thereof (the “Shelf Notice”) and shall as promptly as practicable thereafter (but in no event later than the Shelf Filing Date) file an Initial Shelf Registration with respect to such Applicable Registrable Notes pursuant to Section 3.

3.Shelf Registration.

If a Shelf Notice is required to be delivered pursuant to clause (i), (ii), (iii) or (iv) of Section 2(i), then this Section 3 shall apply to all of the Applicable Registrable Notes.

If a Shelf Notice is required to be delivered pursuant to clause (v) of Section 2(i), then this Section 3 shall apply solely with respect to Applicable Registrable Notes (including Exchange Notes) held by any Holder that has notified the Issuers as described in clause (v) of Section 2(i).

(a)Initial Shelf Registration.  The Issuers and the Guarantors shall prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Applicable Registrable Notes (the “Initial Shelf Registration”).  If the Issuers and the Guarantors have not filed an Exchange Offer Registration Statement with respect to the Applicable Registrable Notes, the Issuers and the Guarantors shall file with the SEC the Initial Shelf Registration with respect to the Applicable Registrable Notes on or prior to the Filing Date.  Otherwise, the Issuers and the Guarantors shall file with the SEC the Initial Shelf Registration with respect to the Applicable Registrable Notes as promptly as practicable following the occurrence of the event described in Section 2(i) which triggered such filing obligation, but in no event later than the Shelf Filing Date.  The Initial Shelf Registration with respect to the Applicable Registrable Notes shall be on Form S-1 or another appropriate form permitting registration of such Applicable Registrable Notes for resale by such Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings).  The Issuers and the Guarantors (i) shall not permit any securities other than the Applicable Registrable Notes to be included in any such Shelf Registration, and (ii) shall use their respective best efforts to cause such Initial Shelf Registration to become or be declared effective under the Securities Act as promptly as practicable after the filing thereof (but in no event later than the Shelf Effectiveness Date) and to keep such Initial Shelf Registration continuously effective under the Securities Act until the date that is 24 months after the date it becomes or is declared effective (subject to extension pursuant to the last paragraph of Section 5) (the “Effectiveness Period”), or such shorter period ending when (i) all Applicable Registrable Notes covered by such Initial Shelf Registration have been sold in the manner set forth and as contemplated in such Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Applicable Registrable Notes has been declared effective under the Securities Act, or (iii) there cease to be any outstanding Applicable Registrable Notes.

(b)Subsequent Shelf Registrations.  If any Shelf Registration ceases to be effective for any reason at any time during the Effectiveness Period (other than because of the sale of all of the Applicable Registrable Notes registered thereunder), the Issuers and the Guarantors shall use their respective best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any

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event shall within 30 days of such cessation of effectiveness file an amendment to the Shelf Registration in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional “shelf” Registration Statement pursuant to Rule 415 covering all of the Applicable Registrable Notes (a “Subsequent Shelf Registration”).  If a Subsequent Shelf Registration is filed, the Issuers and the Guarantors shall use their respective best efforts to cause the Subsequent Shelf Registration to become or be declared effective as promptly as practicable after such filing and to keep such Subsequent Shelf Registration continuously effective for a period equal to the number of days in the Effectiveness Period less the aggregate number of days during which the Initial Shelf Registration, and any previously filed Subsequent Shelf Registration, was previously effective.

(c)Provision of Information.  The Issuers and the Guarantors may exclude from any Shelf Registration the Applicable Registrable Notes of any Holder who, without a reasonable basis, fails to furnish to the Issuers, within 20 days after receipt of a written request therefor, the information specified in Item 507 or 508, as applicable, of Regulation S-K under the Securities Act for use in connection with any Shelf Registration or Prospectus or preliminary prospectus included therein.  No such Holder shall be entitled to liquidated damages pursuant to Section 4 unless and until such Holder shall have provided such information.  Each Holder whose Applicable Registrable Notes are to be included in a Shelf Registration Statement agrees to promptly furnish to the Issuers all additional information required to be disclosed in order to make the information previously furnished to the Issuers by such Holder not materially misleading.

4.Liquidated Damages.

(a)The Issuers and the Guarantors acknowledge and agree that the Holders will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if the Issuers and the Guarantors fail to fulfill their respective obligations hereunder.  Accordingly, the Issuers and the Guarantors jointly and severally agree to pay liquidated damages to each Holder under the circumstances and to the extent set forth below:

(i)if the Exchange Offer Registration Statement has not been filed with the SEC on or prior to the Filing Date;

(ii)if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the Effectiveness Date; or

(iii)if obligated to commence the Exchange Offer pursuant to this Agreement, if the Issuers and the Guarantors have not exchanged Exchange Notes for all Initial Notes validly tendered in accordance with the terms of the Exchange Offer within 30 Business Days after the date on which the Exchange Offer Registration Statement is declared effective by the SEC;

(iv)if obligated to file an Initial Shelf Registration and the Issuers and the Guarantors fail to file such Initial Shelf Registration with the SEC on or prior to Shelf Filing Date;

(v)if an Initial Shelf Registration is filed and such Initial Shelf Registration is not declared effective on or prior to the Shelf Effectiveness Date; or

(vi)if a Shelf Registration is filed and declared effective by the SEC but thereafter ceases to be effective without being succeeded within 30 days by a Subsequent Shelf Registration filed and declared effective;

(each such event referred to in clauses (i) through (vi), a “Registration Default” and, each period during

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which a Registration Default has occurred and is continuing, a “Registration Default Period”).

Upon the occurrence of any Registration Default, the Issuers shall pay, or cause to be paid (and the Guarantors hereby guarantee the payment of), in addition to amounts otherwise due under the Indenture and the Registrable Notes, as liquidated damages, and not as a penalty, to each Holder, as provided in Section 4(b), an amount equal to the applicable Liquidated Damages Amount per $1,000 principal amount at maturity of Registrable Notes held by such Holder, it being understood that the Issuer and the Guarantors shall in no event be required to pay the Liquidated Damages Amount for more than one Registration Default at any given time; provided, that such liquidated damages will, in each case, cease to accrue (subject to the occurrence of another Registration Default) on the date on which all Registration Defaults have been cured.

A Registration Default shall be cured as follows:

(i)A Registration Default underclause (i)above shall be cured on the date that the Exchange Offer Registration Statement (or, if an Initial Shelf Registration is required to be filed pursuant to clause (i), (ii) or (iii) of Section 2(i), the date that such Initial Shelf Registration) is filed with the SEC.

(ii)a Registration Default under clause (ii) above shall be cured on the date that the Exchange Offer Registration Statement (or, if an Initial Shelf Registration is required to be filed pursuant to clause (i), (ii) or (iii) of Section 2(i), the date that such Initial Shelf Registration) becomes or is declared effective by the SEC.

(iii)A Registration Default under clause (iii) above shall be cured on the earlier of the date (A) the Exchange Offer is consummated with respect to all Initial Notes validly tendered and not validly withdrawn or (B) the Issuers deliver a Shelf Notice to the Holders and the Trustee pursuant to clause (i), (ii) or (iii) of Section 2(i).

(iv)A Registration Default under clause (iv) above shall be cured on the date that such Initial Shelf Registration is filed with the SEC.

(v)A Registration Default under clause (v) above shall be cured on the date that such Initial Shelf Registration is declared effective by the SEC.

(vi)A Registration Default under clause (vi) above shall be cured on the earlier of (1) the date on which the applicable Shelf Registration is no longer subject to an order suspending the effectiveness thereof or proceedings relating thereto or (2) a new Subsequent Shelf Registration is declared effective.

(b)The Issuers shall notify the Trustee within five Business Days after each Registration Default.  The Issuers shall pay the liquidated damages due on the Registrable Notes by depositing with the Trustee, in trust, for the benefit of the Holders thereof, by 12:00 noon, New York City time, on or before the applicable semi-annual interest payment date for the Registrable Notes, immediately available funds in sums sufficient to pay the Liquidated Damages Amount then due.  The Liquidated Damages Amount due shall be payable in cash on the Initial Notes on each interest payment date to the record Holder as set forth in the Indenture.

5.Registration Procedures.

In connection with the registration of any Notes pursuant to Sections 2 or 3, the Issuers and the

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Guarantors shall effect such registrations to permit the sale of such Notes in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Issuers and the Guarantors shall:

(a)Prepare and file with the SEC, as promptly as practicable after the date hereof but in any event on or prior to the Filing Date, with respect to an Exchange Offer Registration Statement, and on or prior to the Shelf Filing Date, with respect to a Shelf Registration, as prescribed by Sections 2 and 3, respectively, and use their respective best efforts to cause each such Registration Statement to become effective and remain continuously effective as provided in this Agreement; provided, that if (i) such filing is pursuant to Section 3 or (ii) a Prospectus contained in an Exchange Offer Registration Statement filed pursuant to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, before filing any Registration Statement or Prospectus or any amendments or supplements thereto, (A) the Issuers shall notify the Holders of the Registrable Notes covered by such Registration Statement, their Special Counsel, each Participating Broker-Dealer, the managing underwriters, if any, and their counsel of such filing at least five Business Days prior to making such filing, (B) if requested, the Issuers and the Guarantors shall furnish to and afford the Holders of the Registrable Notes covered by such Registration Statement, their Special Counsel, each Participating Broker-Dealer, the managing underwriters, if any, and their counsel a reasonable opportunity to review, and shall make available for inspection by such Persons, copies of all such documents (including copies of any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed and such financial and other information and books and records of the Issuers and the Guarantors, as shall be necessary, in the opinion of Special Counsel and the respective counsels to such Participating Broker-Dealers and underwriters, to conduct a reasonable due diligence investigation within the meaning of the Securities Act, and (C) the Issuers and the Guarantors shall cause the members, managers, officers, directors and employees of the Issuers and the Guarantors, and counsel and independent certified public accountants of the Issuers and the Guarantors, to respond to such inquiries, as shall be necessary, in the opinion of Special Counsel and the respective counsels to such Participating Broker-Dealers and underwriters, to conduct a reasonable due diligence investigation within the meaning of the Securities Act.  The Issuers and the Guarantors may require each Holder to agree to keep confidential any non-public information relating to the Issuers and the Guarantors received by such Holder and not to disclose such information (other than to an affiliate or prospective purchaser who agrees to respect the confidentiality provisions of this Section 5(a)) until such information has been made generally available to the public unless the release of such information is required by law or necessary to respond to inquiries of regulatory authorities.  The Issuers and the Guarantors shall not file any Registration Statement or Prospectus or any amendments or supplements thereto which the Holders must be afforded an opportunity to review prior to the filing of such document, if the Holders of a majority in aggregate principal amount at maturity of the Registrable Notes covered by such Registration Statement, their Special Counsel, any Participating Broker-Dealer or the managing underwriters, if any, or their counsel shall reasonably object to such filing within five Business Days after receipt of the Issuers’ notice of filing described above in this Section 5(a).  A Holder shall be deemed to have reasonably objected to such filing if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading or fails to comply with the applicable requirements of the Securities Act.

(b)Provide an indenture trustee for the Registrable Notes or the Exchange Notes, as the case may be, and cause the Indentures (or any other indenture relating to the Registrable Notes) to be qualified under the TIA not later than the effective date of the first Registration Statement; in connection therewith, effect such changes to such indentures as may be required for such indentures to be so qualified in accordance with the terms of the TIA; and execute, and use their respective best efforts to cause such trustee to execute, all documents as may be required to effect such changes, and all other forms and

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documents required to be filed with the SEC to enable such indentures to be so qualified in a timely manner.

(c)Prepare and file with the SEC such pre-effective amendments and post-effective amendments to the Registration Statement as may be necessary in order to cause the Registration Statement to become effective and to keep such Registration Statement continuously effective for the time periods required hereby; cause the related Prospectus to be supplemented by any Prospectus supplement required by applicable law, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act, and comply fully with Rules 424, 430A and 462, as applicable, under the Securities Act in a timely manner; and comply in all material respects with the provisions of the Securities Act and the Exchange Act applicable thereto with respect to the disposition of all securities covered by such Registration Statement, as so amended, or in such Prospectus, as so supplemented, in accordance with the intended methods of distribution set forth in such Registration Statement, as so amended, and such Prospectus, as so supplemented.

(d)Furnish to such selling Holders and Participating Broker-Dealers who so request (i) upon the Issuers’ and the Guarantors’ receipt, a copy of the order of the SEC declaring such Registration Statement and any post-effective amendment thereto effective, (ii) such reasonable number of copies of such Registration Statement and of each amendment and supplement thereto (in each case including any documents incorporated therein by reference and all exhibits (including exhibits incorporated by reference) to such Registration Statement and each such amendment and supplement), (iii) such reasonable number of copies of the Prospectus included in such Registration Statement (including each preliminary prospectus and each supplement thereto), and such reasonable number of copies of the final Prospectus as filed by the Issuers and the Guarantors pursuant to Rule 424(b) under the Securities Act, in conformity with the requirements of the Securities Act, and (iv) such other documents (including any amendments and supplements required to be filed pursuant to Section 5(c) and any documents incorporated therein by reference and all exhibits thereto, including exhibits incorporated by reference), as any such Person may reasonably request.  The Issuers and the Guarantors hereby consent, subject to the terms of this Agreement, to the use of the Prospectus by each of the selling Holders of Registrable Notes and by each such Participating Broker-Dealer, as the case may be, and the underwriters or agents, if any, and dealers (if any), in connection with the offering and sale of the Registrable Notes covered by, or the sale by Participating Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and any amendment or supplement thereto.

(e)If (A) a Shelf Registration is filed pursuant to Section 3 or (B) a Prospectus contained in an Exchange Offer Registration Statement filed pursuant to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, notify the selling Holders of Registrable Notes, their Special Counsel, each Participating Broker-Dealer and the managing underwriters, if any, promptly (but in any event within two Business Days), and, if requested by such Person, confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or Registration Statement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective under the Securities Act, (ii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of any Prospectus or the initiation of any proceedings for that purpose, (iii) if, at any time when a Prospectus is required by the Securities Act to be delivered in connection with sales of the Registrable Notes, the representations and warranties of the Issuers and the Guarantors contained in any agreement (including any underwriting agreement) contemplated by Section 5(n) below cease to be true and correct in any material respect, (iv) of the receipt by the Issuers or any of the Guarantors of any notification with respect to the suspension of the qualification or exemption from qualification of a Registration Statement or any of the Registrable Notes or the Exchange Notes to be sold by any Participating Broker-Dealer for offer or

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sale in any jurisdiction, or the contemplation, initiation or threatening of any proceeding for such purpose, (v) of the happening of any event that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any additions to or changes in such Registration Statement, Prospectus or documents so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in light of the circumstances under which such statements were made) not misleading, (vi) of the Issuers’ and the Guarantors’ reasonable determination that a post-effective amendment to a Registration Statement or a supplement to the Prospectus would be appropriate, and (vii) of any request by the SEC for amendments to the Registration Statement or supplements to the Prospectus or for additional information relating thereto.

(f)Use their respective best efforts to register or qualify, and, if applicable, to cooperate with the selling Holders of Registrable Notes, the underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of, Registrable Notes to be included in a Registration Statement for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any selling Holder, Participating Broker-Dealer or the managing underwriters reasonably request in writing; and, if Notes are offered other than through an Underwritten Offering, the Issuers and the Guarantors shall cause their respective counsel to perform Blue Sky investigations and file registrations and qualifications required to be filed pursuant to this Section 5(f) at the expense of the Issuers and the Guarantors; keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Notes covered by the applicable Registration Statement; provided, however, that none of the Issuers or the Guarantors shall be required to (i) register or qualify generally to do business in any jurisdiction where it is not then so qualified, (ii) take any action that would subject it to general service of process in any jurisdiction where it is not then so subject or (iii) take any action that would subject it to general taxation in respect of doing business in any such jurisdiction where it is not then so subject.

(g)Use their respective best efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement or preventing or suspending the use of a Prospectus or suspending the qualification (or exemption from qualification) of any of the Notes for sale in any jurisdiction, and, if any such order is issued, use their respective best efforts to obtain the withdrawal or lifting of any such order at the earliest practicable time.

(h)If (i) a Shelf Registration is filed pursuant to Section 3 or (ii) a Prospectus contained in an Exchange Offer Registration Statement filed pursuant to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, and if requested by the managing underwriters, if any, such Participating Broker-Dealer or the Holders of a majority in aggregate principal amount at maturity of the Registrable Notes, (A) promptly incorporate in a Prospectus supplement or post-effective amendment such information as the managing underwriters, if any, or such Holders reasonably request to be included therein as required to comply with any applicable law and (B) make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Issuers and the Guarantors have received notification of such matters required by applicable law to be incorporated in such Prospectus supplement or post-effective amendment.

(i)If (i) a Shelf Registration is filed pursuant to Section 3 or (ii) a Prospectus contained in an Exchange Offer Registration Statement filed pursuant to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, cooperate with the selling Holders, such Participating Broker-Dealer and the managing

14

underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Notes to be sold, which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with The Depository Trust Company (“DTC”); and enable such Registrable Notes to be in such denominations (consistent with the terms of the Indenture) and registered in such names as the managing underwriters, if any, such Participating Broker-Dealer or the Holders may request.

(j)If (i) a Shelf Registration is filed pursuant to Section 3 or (ii) a Prospectus contained in an Exchange Offer Registration Statement filed pursuant to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, upon the occurrence of any event contemplated by Section 5(e)(v), 5(e)(vi) or 5(e)(vii), as promptly as practicable prepare and file with the SEC a post-effective amendment to the Registration Statement, a supplement to the related Prospectus or a supplement or amendment to any such document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Notes being sold thereunder or to the purchasers of the Exchange Notes to whom such Prospectus will be delivered by a Participating Broker-Dealer, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and, if SEC review is required, use their respective best efforts to cause such post-effective amendment to be declared effective as soon as practicable.

(k)Use their respective best efforts to (a) if the Registrable Notes covered by a Registration Statement were previously rated, confirm that such ratings will apply to the Exchange Notes covered by such Registration Statement or (b) if the Registrable Notes were not previously rated, cause the Registrable Notes covered by a Registration Statement to be rated with the appropriate rating agencies, if appropriate, and if so requested by the Holders of a majority in aggregate principal amount at maturity of Registrable Notes covered by such Registration Statement or the managing underwriters, if any.

(l)Prior to the effective date of the first Registration Statement relating to the Registrable Notes, (i) provide the applicable trustee with printed certificates for the Registrable Notes in a form eligible for deposit with DTC and (ii) provide a CUSIP number for each of the Registrable Notes.

(m)Use their respective best efforts to cause all Registrable Notes covered by such Registration Statement to be listed on each securities exchange, if any, on which similar debt securities issued by the Issuers is then listed.

(n)If a Shelf Registration is filed pursuant to Section 3, enter into such agreements (including, if requested by the underwriter(s), if any, an underwriting agreement in form, scope and substance as is customary in Underwritten Offerings) and take all such other actions in connection therewith (including those reasonably requested by the managing underwriters, if any, or the Holders of a majority in aggregate principal amount at maturity of any Series of Applicable Registrable Notes being sold) in order to expedite or facilitate the registration or the disposition of such Registrable Notes, and in such connection, whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Registration, (i) make such representations and warranties to the Holders and the underwriters, if any, with respect to the business of the Issuers, the Guarantors and their respective subsidiaries, if any, and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers to underwriters in Underwritten Offerings, and confirm the same if and when reasonably requested; (ii) obtain opinions of counsel to the Issuers and the Guarantors and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters, if any, and Special Counsel), addressed to each selling Holder

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and each of the underwriters, if any, covering the matters customarily covered in opinions requested in Underwritten Offerings; (iii) obtain “cold comfort” letters and updates thereof (which letters and updates (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters, if any, and Special Counsel) from the independent certified public accountants of the Issuers and the Guarantors (and, if necessary, any other independent certified public accountants of any subsidiary of the Issuers or of any business acquired by the Issuers for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each selling Holder and each of the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with Underwritten Offerings and such other matters as reasonably requested by managing underwriters, if any, and Special Counsel; and (iv) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in aggregate principal amount at maturity of any Series of Applicable Registrable Notes being sold, Special Counsel or the managing underwriters, if any, to evidence the continued validity of the representations and warranties of the Issuers and the Guarantors and their respective subsidiaries, if any, made pursuant to clause (i) above and to evidence compliance with any conditions contained in the underwriting agreement or other similar agreement entered into by the Issuers and the Guarantors.

(o)Comply with all applicable rules and regulations of the SEC and make generally available to their respective security holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter following each fiscal quarter in which Registrable Notes are sold to underwriters in a firm commitment or best efforts underwritten offering and (ii) if not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of the Issuers after the effective date of a Registration Statement, which statements shall cover said 12-month periods.

(p)Upon consummation of an Exchange Offer or Private Exchange, obtain an opinion of counsel to the Issuers and the Guarantors (in form, scope and substance reasonably satisfactory to the Initial Purchaser), addressed to all Holders participating in the Exchange Offer or Private Exchange, as the case may be, to the effect that (i) the Issuers and the Guarantors have duly authorized, executed and delivered the Exchange Notes or the Private Exchange Notes, as the case may be, and the Indenture, (ii) the Exchange Notes or the Private Exchange Notes, as the case may be, and the Indenture constitute legal, valid and binding obligations of the Issuers and the Guarantors, enforceable against the Issuers and the Guarantors in accordance with their respective terms, except that such enforceability may be limited by (i) applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) any rights of acceleration and the availability of equitable remedies may be subject to general principles of equity (whether considered in a proceeding in equity or at law), and (iii) all obligations of the Issuers and the Guarantors under the Exchange Notes or the Private Exchange Notes, as the case may be, and the Indentures are secured by Liens (as defined in the Indenture) on the assets securing the obligations of the Issuers and the Guarantors under the Initial Notes and the Indentures immediately prior to the consummation of such Exchange Offer or Private Exchange, as the case may be, subject to customary exceptions, assumptions and qualifications.

(q)If an Exchange Offer or Private Exchange is to be consummated, upon delivery of the Registrable Notes by such Holders to the Issuers and the Guarantors (or to such other Person as directed by the Issuers and the Guarantors) in exchange for the Exchange Notes or the Private Exchange Notes, as the case may be, the Issuers and the Guarantors shall mark, or caused to be marked, on such Registrable Notes that such Registrable Notes are being cancelled in exchange for the Exchange Notes or the Private Exchange Notes, as the case may be, and in no event shall such Registrable Notes be marked as paid or otherwise satisfied.

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(r)Cooperate with each seller of Registrable Notes covered by any Registration Statement and each underwriter, if any, participating in the disposition of such Registrable Notes and their respective counsel in connection with any filings required to be made with the NASD.

(s)Use their respective best efforts to take all other steps necessary to effect the registration of the Registrable Notes covered by a Registration Statement contemplated hereby.

Each Holder and each Participating Broker-Dealer agrees by acquisition of such Registrable Notes or Exchange Notes that, upon receipt of written notice from the Issuers and the Guarantors of the happening of any event of the kind described in Section 5(e)(ii), 5(e)(iv), 5(e)(v), 5(e)(vi) or 5(e)(vii), such Holder or such Participating Broker-Dealer, as the case may be, will forthwith discontinue disposition (in the jurisdictions specified in a notice of a 5(e)(iv) event, and elsewhere in a notice of a 5(e)(ii), 5(e)(v), 5(e)(vi) or 5(e)(vii) event) of such Notes covered by such Registration Statement or Prospectus until the earlier of (i) such Holder’s or such Participating Broker-Dealer’s, as the case may be, receipt of the copies of the amended or supplemented Prospectus contemplated by Section 5(j); or (ii) the time such Holder or such Participating Broker-Dealer, as the case may be, is advised in writing (the “Advice”) by the Issuers and the Guarantors that offers or sales in a particular jurisdiction may be resumed, or that the use of the applicable Prospectus may be resumed, as the case may be, and has received copies of any amendments or supplements thereto.  If the Issuers and the Guarantors shall give such notice, each of the Effectiveness Period and the Applicable Period shall be extended by the number of days during such periods from and including the date of the giving of such notice to and including the date when each seller of such Notes covered by such Registration Statement shall have received (x) the copies of the amended or supplemented Prospectus contemplated by Section 5(j) or (y) the Advice.

6.Registration Expenses.

(a)All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers and the Guarantors shall be borne by the Issuers and the Guarantors whether or not the Exchange Offer is consummated or the Exchange Offer Registration Statement or a Shelf Registration is filed or becomes effective, including, without limitation:

(i)all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD and (B) fees and expenses of compliance with state securities or Blue Sky laws as provided in Section 5(f);

(ii)printing expenses (including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with DTC and of printing prospectuses if the printing of prospectuses is requested by the managing underwriters, if any, or, in respect of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period, by the Holders of a majority in aggregate principal amount at maturity of the Registrable Notes included in any Registration Statement or of such Exchange Notes, as the case may be);

(iii)messenger, telephone, duplication, word processing and delivery expenses incurred by the Issuers and the Guarantors in the performance of their obligations hereunder;

(iv)fees and disbursements of counsel for the Issuers, the Guarantors and, subject to Section 6(b), the Holders;

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(v)fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance);

(vi)fees and expenses of any “qualified independent underwriter” or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the By-laws of the NASD, but only where the need for such a “qualified independent underwriter” arises due to a relationship with the Issuers and the Guarantors;

(vii)Securities Act liability insurance, if the Issuers and the Guarantors so desire such insurance

(viii)fees and expenses of all other Persons, including special experts, retained by the Issuers or the Guarantors; internal expenses of the Issuers and the Guarantors (including, without limitation, all salaries and expenses of their respective officers and employees performing legal or accounting duties), and the expenses of any annual audit; and

(ix)rating agency fees and the fees and expenses incurred in connection with the listing (if any) of the Notes to be registered on any securities exchange.

(b)The Issuers and the Guarantors shall reimburse the Holders for the reasonable fees and disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount at maturity of any Series of Applicable Registrable Notes to be included in any Registration Statement and other reasonable and necessary out-of-pocket expenses of the Holders incurred in connection with the registration of the Registrable Notes.

7.Indemnification.

(a)Indemnification by the Issuers and the Guarantors.  The Issuers and the Guarantors, jointly and severally, shall indemnify and hold harmless each Holder and each Participating Broker-Dealer, each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act (any of such persons being hereinafter referred to as a “controlling person”)) each such Holder and any such Participating Broker-Dealer and the members, managers, officers, directors, partners, representatives, agents and employees of each such Holder, Participating Broker-Dealer and controlling person (collectively, the “Holder Indemnified Parties”), to the fullest extent lawful, from and against any and all losses, claims, damages and liabilities, and will reimburse promptly upon demand the Holder Indemnified Parties for all costs and expenses (including, without limitation, reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing) (such losses, claims, damages, liabilities, costs and expenses, collectively, “Losses”), directly or indirectly caused by, based upon or arising out of (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, preliminary prospectus or Prospectus, or in any amendment or supplement thereto, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.  Notwithstanding the foregoing, none of the Issuers nor any Guarantor shall be liable under the indemnity provided in this Section 6(a) to any Holder Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained in, or the omission of a material fact from, any preliminary prospectus, which untrue statement or omission was completely corrected in the Prospectus (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Holder Indemnified Party sold the Registrable Notes or Exchange Notes to the person alleging such Loss and failed to send or give,

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at or prior to the written confirmation of such sale, a copy of the Prospectus (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Prospectus to such Holder Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Prospectus, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based upon information relating to such Holder or Participating Broker-Dealer and furnished in writing to the Issuers and the Guarantors by or on behalf of such Holder or Participating Broker-Dealer expressly for use in such Registration Statement, preliminary prospectus or Prospectus, or amendment or supplement thereto.  The Issuers and each of the Guarantors shall also indemnify and reimburse underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their members, managers, officers, directors, agents and employees and each of their respective controlling persons to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

(b)Indemnification by Holders of Registrable Notes.  In connection with any Registration Statement, preliminary prospectus or Prospectus, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus, or any amendment or supplement thereto, and shall, severally and not jointly, indemnify and hold harmless and reimburse the Issuers and the Guarantors and each of their respective controlling persons and the respective members, managers, officers, directors, partners, representatives, agents and employees of the Issuers and the Guarantors to the same extent as the foregoing indemnity from the Issuers and the Guarantors to each of the Holder Indemnified Parties stated in Section 6(a), but only with respect to Losses that are caused by, based upon or arising out of (i) any untrue statement or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus or Prospectus, or any amendment or supplement thereto, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by or on behalf of such Holder to the Issuers and the Guarantors expressly for use in any Registration Statement, preliminary prospectus or Prospectus, or any amendment or supplement thereto.  In no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below).

(c)Conduct of Indemnification Proceedings.  If any Proceeding shall be brought or asserted against any Person entitled to indemnification hereunder (an “indemnified party”), such indemnified party shall promptly notify the party or parties from which such indemnification is sought (the “indemnifying parties”) in writing; provided, that the failure to so notify the indemnifying parties shall not relieve the indemnifying parties from any obligation or liability except to the extent (but only to the extent) that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal) that the indemnifying parties have been prejudiced materially by such failure.

The indemnifying parties shall have the right, exercisable by giving written notice to the indemnified parties, within 20 Business Days after receipt of written notice from any of the indemnified parties of such Proceeding, to assume, at their expense, the defense of any such Proceeding; provided, that the indemnified parties shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified parties unless: (i) the indemnifying parties have agreed to pay such fees and expenses; (ii) the indemnifying parties shall have failed promptly to assume the defense of such Proceeding or shall have failed to employ counsel reasonably satisfactory to the indemnified parties; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both one or more indemnified parties and

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one or more indemnifying parties (or any affiliates or controlling persons of any of the indemnifying parties), and any of the indemnified parties shall have been advised by counsel that there may be one or more defenses available to such indemnified parties that are in addition to, or in conflict with, those defenses available to the indemnifying parties or such affiliate or controlling person (in which case, if such indemnified parties notify the indemnifying parties in writing that they elect to employ separate counsel at the expense of the indemnifying parties, the indemnifying parties shall not have the right to assume the defense thereof and the reasonable fees and expenses of such counsel shall be at the expense of the indemnifying parties; it being understood, however, that, the indemnifying parties shall not, in connection with any one such Proceeding or separate but substantially similar or related Proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for the indemnified parties).

No indemnifying party shall be liable for any settlement of any such Proceeding effected without its written consent, but if settled with its written consent, or if there be a final judgment for the plaintiff in any such Proceeding, each indemnifying party jointly and severally agrees, subject to the exceptions and limitations set forth above, to indemnify and hold harmless each indemnified party from and against any and all Losses by reason of such settlement or judgment.  The indemnifying party shall not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to each indemnified party of a release, in form and substance reasonably satisfactory to the indemnified party, from all liability in respect of such Proceeding for which such indemnified party would be entitled to indemnification hereunder (whether or not any indemnified party is a party thereto).

(d)Contribution.  If the indemnification provided for in this Section 7 is unavailable to an indemnified party or is insufficient to hold such indemnified party harmless for any Losses in respect of which this Section 7 would otherwise apply by its terms (other than by reason of exceptions provided in this Section 7), then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall have a joint and several obligation to contribute to the amount paid or payable by such indemnified party as a result of such Losses, (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party, on the one hand, and such indemnified party, on the other hand, from the sale of Registrable Notes, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations.  The relative fault of such indemnifying party, on the one hand, and indemnified party, on the other hand, shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such statement or omission.  The amount paid or payable by an indemnified party as a result of any Losses shall be deemed to include all costs (including, without limitation, any legal or other fees or expenses) incurred by such party in connection with any Proceeding, to the extent such party would have been indemnified or reimbursed for such fees or expenses if the indemnification provided for in Section 7(a) or 7(b) was available to such party.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 7(d), an indemnifying party that is a selling Holder shall not be required to contribute, in the aggregate, any amount in excess of such Holder’s Maximum

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Contribution Amount.  A selling Holder’s “Maximum Contribution Amount” shall equal the excess, if any, of (i) the aggregate proceeds received by such Holder pursuant to the sale of the Registrable Notes giving rise to such indemnification obligation over (ii) the aggregate amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.  The Holders’ obligations to contribute pursuant to this Section 7(d) are several in proportion to the respective principal amount at maturity of the Registrable Notes held by each Holder hereunder and not joint.  The Issuers’ obligations to contribute pursuant to this Section 7(d) are joint and several.

The indemnity and contribution agreements contained in this Section 7 are in addition to any liability that the indemnifying parties otherwise may have to the indemnified parties.

8.Rule 144 and Rule 144A.

Each of the Issuersand the Guarantors covenants that (a) during any period that it is required to file reports under the Securities Act or the Exchange Act, it shall file all reports required to be filed by it in a timely manner in order to permit resales of Registrable Notes pursuant to Rule 144 under the Securities Act and (b) during any period that it is not required to file such reports, it shall, upon the request of any Holder, make available to each Holder or beneficial owner of Registrable Notes and to any prospective purchaser of Registrable Notes designated by such Holder or beneficial owner the information required by Rule 144A(d)(4) under the Securities Act to permit resales of Registrable Notes pursuant to Rule 144A.  Each of the Issuers and the Guarantors shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Notes without registration under the Securities Act pursuant to the exemptions provided by Rule 144 and Rule 144A.  Upon the request of any Holder, the Issuers and the Guarantors shall deliver to such Holder a written statement as to whether the Issuersand the Guarantors have complied with such information requirements.  Nothing in this Section 8 shall be deemed to require the Issuers or the Guarantors to register any Notes pursuant to the Exchange Act.

9.Underwritten Registrations.

If any of the Registrable Notes covered by any Shelf Registration are to be sold in an Underwritten Offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount at maturity of such Registrable Notes included in such offering.

No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Notes on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

10.Governmental Approvals.

Prior to consummating the Exchange Offer or filing the Initial Shelf Registration, as the case may be, the Issuers and the Guarantors shall make or obtain all Permits (including, without limitation, all required approvals of the Nevada Gaming Commission, the Nevada State Gaming Control Board and any other applicable gaming authorities) necessary or desirable for the consummation of the transactions contemplated hereby, including without limitation, the Exchange Offer.

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11.Miscellaneous.

(a)Remedies.  In the event of a breach by the Issuers or any of the Guarantors of any of their respective obligations under this Agreement, each Holder, in addition to being entitled to exercise all rights provided herein, in the Indenture or, in the case of the Initial Purchaser, in the Purchase Agreement, or granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement.  The Issuers and the Guarantors agree that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by the Issuers or any of the Guarantors of any of the provisions of this Agreement and hereby further agree that, in the event of any action for specific performance in respect of such breach, the Issuers and the Guarantors shall waive the defense that a remedy at law would be adequate.

(b)No Inconsistent Agreements.  The Issuers and the Guarantors have not entered into, as of the date hereof, and shall not enter into, after the date of this Agreement, any agreement with respect to any of their respective securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.

(c)Amendments and Waivers.  The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless he Issuers have obtained the written consent of the Holders of at least a majority of the then outstanding aggregate principal amount at maturity of each of the Registrable Senior Secured Notes and the Registrable Senior Subordinated Notes; provided, that Sections 4(a) and 7 and this Section 11(c) shall not be amended, modified or supplemented, and waivers or consents to departures from this proviso may not be given, unless, in each case, the Issuers have obtained the written consent of each Holder.  Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by Holders of at least a majority in aggregate principal amount at maturity of the Registrable Notes being sold by such Holders pursuant to such Registration Statement; provided that the provisions of this sentence may not be amended, modified or supplemented except in accordance with the provisions of the immediately preceding sentence.  Notwithstanding the foregoing, the Issuers and the Guarantors may amend, supplement or modify the Registration Rights Agreement without the consent of any Holder as provided in Section 9.1 of the Indenture.

(d)Notices.  All notices and other communications (including, without limitation, any notices or other communications to the Trustee) provided for or permitted hereunder shall be made in writing by hand-delivery, certified first-class mail with return receipt requested, next-day air courier or facsimile:

(i)if to a Holder, at the most current address given by such Holder to the Issuers in accordance with the provisions of this Section 11(d), which address initially is, with respect to each Holder, the address of such Holder maintained by the Registrar (as defined in the Indenture), with a copy to Skadden, Arps, Slate, Meagher & Flom LLP, 300 South Grand Avenue, Suite 3400, Los Angeles, California 90071, facsimile number (213) 687-5600, Attention:  Rod A. Guerra, Esq.; and

(ii)if to the Issuers or any of the Guarantors, initially at CasaBlanca Resorts, 950 West Mesquite Blvd., Mesquite, Nevada, 89027, facsimile number: (702) 346-6862, Attention:  Chief Executive Officer, with a copy to Kummer Kaempfer Bonner & Renshaw, 3800 Howard Hughes Parkway, 7^th Floor, Las Vegas, Nevada 89109, facsimile number:  (702) 792-7181, Attention:  Sherwood

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Cook, Esq., and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 11(d).

All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; one Business Day after being timely delivered to a next-day air courier, if sent by next-day air courier; and when receipt is acknowledged by the addressee, if sent by facsimile.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee under the Indenture at the address specified in the Indenture.

(e)Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, including without limitation and without the need for an express assignment, subsequent Holders; provided, that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Notes in violation of the Purchase Agreement or the applicable Indenture.

(f)Counterparts.  This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, 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.

(g)Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.  When a reference is made in this Agreement to a Section, paragraph, subparagraph, Schedule or Exhibit, such reference shall mean a Section, paragraph, subparagraph, Schedule or Exhibit to this Agreement unless otherwise indicated.  The words “include,” “includes,” and “including” when used in this Agreement shall be deemed in each case to be followed by the words “without limitation.”  The phrases “the date of this Agreement,” “the date hereof,” and terms of similar import, unless the context otherwise requires, shall be deemed to refer to December 20, 2004.  The words “hereof,” “herein,” “herewith,”  “hereby” and “hereunder” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement.

(h)GOVERNING LAW.  THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED, AND THE RIGHTS OF THE PARTIES SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND RULE 327(b) OF NEW YORK CIVIL PRACTICE LAWS AND RULES.  EACH ISSUER AND EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS.  EACH ISSUER AND EACH GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  EACH ISSUER AND EACH GUARANTOR IRREVOCABLY CONSENTS, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW,

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TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH ISSUER OR SUCH GUARANTOR, AS THE CASE MAY BE, AT ITS ADDRESS SET FORTH HEREIN, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE INITIAL PURCHASER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY OF THE ISSUERS OR ANY OF THE GUARANTORS IN ANY OTHER JURISDICTION.

(i)Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their respective best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.  It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(j)Entire Agreement.  This Agreement is intended by the parties as a final expression of their agreement, and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the registration rights granted by the Issuers and the Guarantors in respect of securities sold pursuant to the Purchase Agreement.  This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

(k)Notes Held by the Issuers or their Respective Affiliates.  Whenever the consent or approval of Holders of a specified percentage of the principal amount at maturity of Registrable Notes is required hereunder, Registrable Notes held by the Issuers or any of their respective affiliates (as such term is defined in Rule 405 under the Securities Act) (other than Holders deemed to be such affiliates solely by reason of their holdings of such Registrable Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

[signature pages follow]

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

ISSUERS:
	Virgin River Casino Corporation
	By:	/s/ Robert R. Black, Sr.
		Name:	Robert R. Black, Sr.
		Title:	Chief Executive Officer
	RBG, LLC
	By:	/s/ Robert R. Black, Sr.
		Name:	Robert R. Black, Sr.
		Title:	Manager
	B & BB, Inc.
	By:	/s/ Robert R. Black, Sr.
		Name:	Robert R. Black, Sr.
		Title:	Chief Executive Officer

GUARANTORS:
	CasaBlanca Resorts, LLC
	By:	/s/ Robert R. Black, Sr.
		Name:	Robert R. Black, Sr.
		Title:	Manager of its Manager, RBG, LLC
	Oasis Interval Ownership, LLC
	By:	/s/ Robert R. Black, Sr.
		Name:	Robert R. Black, Sr.
		Title:	Manager
	Oasis Interval Management, LLC
	By:	/s/ Robert R. Black, Sr.
		Name:	Robert R. Black, Sr.
		Title:	Manager
	Oasis Recreational Properties, Inc.
	By:	/s/ Robert R. Black, Sr.
		Name:	Robert R. Black, Sr.
		Title:	President

ACCEPTED AND AGREED TO:
Jefferies & Company, Inc.
By:	/s/ Steve Croxton
	Name:	Steve Croxton
	Title:	Managing Director

EX-2.10

Exhibit 2.10

CASABLANCA RESORTS

$125,000,000 9.000% Senior Secured Notes due 2012

$66,000,000 at maturity ($39,911,520 in gross proceeds)
12.750% Senior Subordinated Discount Notes due 2013

PURCHASE AGREEMENT

December 10, 2004

JEFFERIES & COMPANY, INC.
11100 Santa Monica Boulevard
10th Floor
Los Angeles, California 90025

Ladies and Gentlemen:

Each of Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BB, Inc., a Nevada corporation (“B&BB” and, collectively with Virgin River and RBG, jointly and severally, the “Issuers”), each of the entities listed on Schedule I hereto (the “Guarantors”), and, solely with respect to Sections 5(s), 6(p), 6(s) and 6(bb) hereof, each of the Parent Pledgors (as defined below), hereby agrees with you as follows:

1.Issuance of Securities.  The Issuers propose to issue and sell to Jefferies & Company, Inc. (the “Initial Purchaser”), and the Initial Purchaser proposes to purchase from the Issuers, (i) $125,000,000 aggregate principal amount of the Issuers’ 9.000% Senior Secured Notes due 2012, Series A (the “Series A Senior Secured Notes”), and (ii) $66,000,000 aggregate principal amount at maturity of the Issuers’ 12.750% Senior Subordinated Discount Notes due 2013, Series A (the “Series A Senior Subordinated Notes,” and together with the Series A Senior Secured Notes, the “Series A Notes”).  The Series A Senior Secured Notes and the Series A Senior Subordinated Notes each will be issued pursuant to an indenture (the “Senior Secured Indenture” and the “Senior Subordinated Indenture” respectively, and together, the “Indentures”), each to be dated as of the Closing Date (as defined below), among the Issuers, the Guarantors (as defined below), and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”).  The Series A Notes and the Series B Notes (as defined below), each with the Guarantee (as defined below) endorsed thereon, collectively are referred to herein as the “Notes.”

Pursuant to each of the respective Indentures, each of the Guarantors and any future guarantor which becomes a party to such Indenture will jointly and severally, fully and unconditionally guarantee, (i) on a senior secured basis, in the case of the Senior Secured Notes (as defined below), and (ii) on a senior subordinated unsecured basis, in the case of the Senior Subordinated Notes (as defined below), in each case, to each holder of such Notes and the Trustee, the payment and performance of the Issuers’ obligations under such Indenture, such Notes and, in the case of the Senior Secured Notes, the applicable Collateral Agreements (as defined below), including the payment of principal, interest, premium, if any, and Liquidated Damages (as defined in the Indentures), if any, on such Notes (the “Guarantees”).

Pursuant to the terms of the applicable Collateral Agreements, all of the respective obligations of the Issuers and the Guarantors under the Senior Secured Indenture, the Senior Secured Notes and the Guarantees of the Senior Secured Notes will be secured by security interests in, or pledges of (the

“Security Interests”), the following (the “Collateral”):  (i) the existing and future assets (other than certain excluded assets) of the Issuers and the Guarantors, including, without limitation, all of the shares of capital stock of and membership interests in the Guarantors, and (ii) upon the receipt of the requisite Nevada gaming approvals, a pledge of all of the shares of capital stock of and membership interests in the Issuers owned by Robert R. Black, Sr. (“Randy Black”) and his affiliate, R. Black, Inc., a Nevada corporation (“RBI” and, together with Randy Black, the “Parent Pledgors” and such pledges, the “Parent Pledges”).

The Series A Notes will be offered and sold to the Initial Purchaser pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Act”).  The Issuers have prepared a preliminary offering circular, dated November 28, 2004 (the “Preliminary Offering Circular”), and a final offering circular, dated December 10, 2004 (the “Offering Circular”), relating to the offer and sale of the Series A Notes (the “Offering”).

Upon original issuance thereof, and until such time as the same is no longer required under the Indentures or the applicable requirements of the Act, the Series A Notes shall bear the following legend:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.  NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS (OR SUCH OTHER PERIOD THAT MAY HEREAFTER BE PROVIDED UNDER RULE 144(k) UNDER THE SECURITIES ACT AS PERMITTING RESALES OF RESTRICTED SECURITIES BY NON-AFFILIATES WITHOUT RESTRICTION) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO THE ISSUERS, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PURCHASERS THAT OCCUR OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL

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“ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D), (E) OR (F) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS OF ANY U.S. STATE OR ANY OTHER APPLICABLE JURISDICTION.

2.Agreement to Sell and Purchase. On the basis of the representations,  warranties and agreements contained herein, and subject to the terms and conditions hereof, the Issuers shall issue and sell to the Initial Purchaser (and, in order to induce the Initial Purchaser to purchase the Series A Notes, (i) the Guarantors shall enter into the Guarantees, and (ii) the Parent Pledgors (solely with respect to the Parent Pledges), the Issuers and the Guarantors shall grant the Security Interests), and the Initial Purchaser shall purchase from the Issuers, (a) $125,000,000 aggregate principal amount of Series A Senior Secured Notes and (b) $66,000,000 aggregate principal amount at maturity ($39,911,520 in gross proceeds) of Series A Senior Subordinated Notes.  The purchase price for the Series A Senior Secured Notes shall be 97.000% of the principal amount thereof, and the purchase price for the Series A Senior Subordinated Notes shall be 97.000% of the gross proceeds thereof.

3.Terms of Offering.

(a)The Initial Purchaser has advised the Issuers that the Initial Purchaser will make offers to sell (the “Exempt Resales”) the Series A Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Offering Circular, as amended or supplemented, solely to (a) persons whom the Initial Purchaser reasonably believes to be “qualified institutional buyers,” as defined in Rule 144A under the Act (“QIBs”), (b) non-U.S. persons in reliance upon Regulation S under the Act (“Regulation S Purchasers”), and (c) a limited number of institutional “accredited investors,” as defined in Rule 501(a)(1), (2), (3) or (7) under the Act that make certain representations and warranties to the Initial Purchaser and the Issuers (“Accredited Investors” and, collectively with QIBs and Regulation S Purchasers, “Eligible Purchasers), which representations and warranties are set forth in the form of Accredited Investor Letter attached as Annex A to the Offering Circular (the “Accredited Investor Letter”).

Holders of the Series A Notes (including subsequent transferees) will have the registration rights set forth in the registration rights agreement (the “Registration Rights Agreement”), to be executed on and dated as of the Closing Date.  Pursuant to the Registration Rights Agreement, the Issuers and the Guarantors will agree, among other things, (a) to file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein (i) a registration statement under the Act (the “Exchange Offer Registration Statement”) relating to, among other things, the 9.000% Senior Secured Notes due 2012, Series B, of the Issuers (the “Series B Senior Secured Notes” and, together with the Series A Senior Secured Note, the

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“Senior Secured Notes”) and the 12.750% Senior Subordinated Notes due 2013, Series B, of the Issuers (the “Series B Senior Subordinated Notes” and, together with the Series A Senior Subordinated Notes, the “Senior Subordinated Notes”; the Series B Senior Subordinated Notes, together with the Series B Senior Secured Notes, the “Series B Notes”), each identical in all material respects to the Series A Senior Secured Notes and the Series A Senior Subordinated Notes, respectively, including with respect to the Guarantees thereof (except that the Series B Notes shall have been registered pursuant to such registration statement), to be offered in exchange for the Series A Senior Secured Notes and the Series A Senior Subordinated Notes, respectively (such offer to exchange being referred to as the “RegisteredExchange Offer”), and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Act (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “Registration Statements”) relating to the resale by certain holders of the Series A Notes, and (b) to cause such Registration Statements to be declared effective, as applicable, as provided in the Registration Rights Agreement.

On the Closing Date, the Parent Pledgors (solely with respect to the Parent Pledges), the Issuers and the Guarantors shall enter into certain security and pledge agreements, deeds of trust and certain other collateral documents (collectively, the “Collateral Agreements” and, the pledge agreements governing the Parent Pledges, the “Parent Pledge Agreements”), that will provide for the grant of the Security Interests in the Collateral to the Trustee, as collateral agent for the Trustee and the holders of the Senior Secured Notes (in such capacity, the “Secured Party”).  The Security Interests will secure the payment and performance when due of all of the respective obligations of the Issuers and the Guarantors under the Senior Secured Indenture, the Senior Secured Notes and the Guarantees of the Senior Secured Notes.

(b)In addition, as described in the Offering Circular under “Summary—The Transactions,” on the Closing Date, concurrently with the closing of this Offering, the Issuers and their affiliates will effect the following transactions:

(1)Equity Contribution.  Randy Black and RBI will make a $16.0 million cash contribution to the Issuers (the “Equity Contribution”).  To finance $15.0 million of the Equity Contribution, RBI will issue a $15.0 million 8% convertible senior secured note (the “Convertible Note”) to a third party pursuant to a Convertible Senior Secured Note Purchase Agreement, to be dated December 20, 2004 (the “Convertible Note Purchase Agreement”), by and among RBI, Randy Black, Trustee of the Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24, 2004, and the third party.  Pursuant to a pledge agreement (the “Convertible Note Pledge Agreement” and, collectively with the Convertible Note and the Convertible Note Purchase Agreement, the “Convertible Note Documents”), the Convertible Note will be secured by a pledge of 33¹/₃% (subject to adjustment as provided in the Convertible Note Pledge Agreement) of Randy Black’s direct and indirect interests in the Issuers or any direct holding company that wholly owns each of the Issuers.  The transactions contemplated by the Convertible Note Documents collectively are referred to herein as the “Convertible Note Transactions.”

(2)Redemption and Purchase.  The net proceeds from the issuance and sale of the Series A Notes, together with existing cash of the Issuers and the Equity Contribution, will be used to redeem or purchase all of the equity interests in the Issuers not owned by Randy Black or his affiliates and a certain minority holder (the “Redemption and Purchase”) pursuant to (i) the Agreement for Purchase and Sale or Redemption of Equity Interests, dated

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November 22, 2004, by and among James A. Black Gaming Properties Trust, Gary W. Black Gaming Properties Trust, Michael T. Black Gaming Properties Trust, JORCO, Inc., Marcus A. Hall, James Ritchie and Barry R. Moore, as Sellers, and Randy Black, Virgin River and B&BB, as Purchaser, and (ii) the Agreement for Purchase and Sale or Redemption of Equity Interests, dated December 9, 2004, by and among Scott M. Nielson, as Seller, and Randy Black and B&BB, as Purchaser (together, the “Redemption Agreements”).  Immediately following the Redemption and Purchase, the Issuers will be beneficially owned by Randy Black and his affiliates, except for a 1.92% minority interest in RBG.

(3)New Senior Credit Facility.  The Issuers will enter into a new $15.0 million senior secured credit facility (the “New Senior Credit Facility”) and will repay all outstanding amounts under, and have released all liens securing, its existing credit facility (the “Credit Facility Refinancing”).  In connection with the Credit Facility Refinancing, the Trustee, on behalf of the holders of Senior Secured Notes, and the lenders under the New Senior Credit Facility will enter into an Intercreditor Agreement, to be dated as of the Closing Date, in a form reasonably satisfactory to the Initial Purchaser, which form shall be attached as an exhibit to each of the Indentures (the “Intercreditor Agreement”).

This Agreement, the Indentures, the Registration Rights Agreement, the Notes, the Guarantees and the Collateral Agreements collectively are referred to herein as the “Note Documents.”  The Redemption Agreements, the Convertible Note Documents, the New Senior Credit Facility and the Intercreditor Agreement, together with the Note Documents, collectively are referred to herein as the “Transaction Documents.”  The transactions contemplated by the Transaction Documents, including, without limitation, the Offering and the application of the proceeds therefrom as described in the Offering Circular (including for the Redemption and Purchase), the issuance and sale of the Notes in accordance with this Agreement, the creation, grant, recording and perfection of the Security Interests, the Equity Contribution, the Convertible Note Transactions and the Credit Facility Refinancing, collectively are referred to herein as the “Transactions.”

4.Delivery and Payment.  Delivery to the Initial Purchaser of and payment for the Series A Notes shall be made at a Closing (the “Closing”) to be held at 9:00 a.m., New York City time, on December 20, 2004, (such time and date, the “Closing Date”) at the offices of Kummer Kaempfer Bonner & Renshaw, 3800 Howard Hughes Parkway, Seventh Floor, Las Vegas, Nevada 89109.  The Closing Date and the location of delivery of and the form of payment for the Series A Notes may be varied by agreement between the Initial Purchaser and the Issuers.

The Issuers shall deliver to the Initial Purchaser two or more certificates representing the Series A Notes (the “Global Notes”), each in definitive form, registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), or such other names as the Initial Purchaser may request upon at least one Business Day’s notice to the Issuers, in an amount corresponding to the respective aggregate principal amounts of the Series A Senior Secured Notes and the Series A Senior Subordinated Notes sold pursuant to Exempt Resales to QIBs, to Regulation S Purchasers and to Accredited Investors, respectively, in each case against payment by the Initial Purchaser of the purchase price therefore by immediately available Federal funds bank wire transfer to such bank account as the Issuers shall designate to the Initial Purchaser at least two Business Days prior to the Closing.  “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed.

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The Global Notes in definitive form shall be made available to the Initial Purchaser for inspection at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 4 Times Square, New York, New York 10036 (or such other place as shall be acceptable to the Initial Purchaser) not later than the close of business, New York City time, one Business Day immediately preceding the Closing Date.

5.Agreements of the Issuers and the Guarantors.  Each of the Issuers and Guarantors, jointly and severally, hereby agrees, and Randy Black (solely with respect to Section 5(s) below) hereby agrees:

(a)Certain Events.  To (i) advise the Initial Purchaser promptly after obtaining knowledge (and, if requested by the Initial Purchaser, confirm such advice in writing) of (A) the issuance by any state securities commission of any stop order suspending the qualification or exemption from qualification of any of the Series A Notes for offer or sale in any jurisdiction, or the initiation of any proceeding for such purpose by any state securities commission or other regulatory authority, and (B) the happening of any event that makes any statement of a material fact made in the Offering Circular untrue or that requires the making of any additions to or changes in the Offering Circular in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, (ii) use its best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption from qualification of any of the Notes under any state securities or Blue Sky laws, and (iii) if at any time any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of any of the Series A Notes under any such laws, use its best efforts to obtain the withdrawal or lifting of such order at the earliest possible time.

(b)Offering Circular.  To (i) furnish the Initial Purchaser and those persons identified by the Initial Purchaser to the Issuer, without charge, as many copies of the Preliminary Offering Circular and the Offering Circular, and any amendments or supplements thereto, as the Initial Purchaser may request, and (ii) promptly prepare, upon the Initial Purchaser’s request, any amendment or supplement to the Offering Circular that the Initial Purchaser deems may be necessary in connection with Exempt Resales (and the Issuers and the Guarantors hereby consent to the use of the Preliminary Offering Circular and the Offering Circular, and any amendments and supplements thereto, by the Initial Purchaser in connection with Exempt Resales).

(c)Notice of Amendment or Supplement.  Except as set forth in Section 5(d), not to amend or supplement the Offering Circular prior to the Closing Date, or at any time prior to the completion of the resale by the Initial Purchaser of all of the Series A Notes, unless the Initial Purchaser shall previously have been advised thereof and shall not have objected thereto within three Business Days after being furnished a copy thereof.

(d)Preparation of Amendments and Supplements.  At any time prior to the completion of the resale by the Initial Purchaser of all of the Series A Notes, (i) if any event shall occur as a result of which, in the reasonable judgment of the Issuers or the Initial Purchaser or their respective counsel, it becomes necessary or advisable to amend or supplement the Offering Circular in order to make the statements therein, in the light of the circumstances under which they were made and when such Offering Circular is delivered to an Eligible Purchaser, not misleading, or if it is necessary to amend or supplement the Offering Circular to comply with Applicable Law (as defined below), forthwith to prepare an appropriate amendment or supplement to the Offering Circular (in form and substance satisfactory to the Initial Purchaser) so that as so amended or

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supplemented, (A) the Offering Circular will not include an untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made and when such Offering Circular is so delivered, not misleading, and (B) the Offering Circular will comply with Applicable Law, and (ii) if it becomes necessary or advisable to amend or supplement the Offering Circular so that the Offering Circular will contain all of the information specified in, and meet the requirements of, Rule 144A(d)(4) under the Act, forthwith to prepare an appropriate amendment or supplement to the Offering Circular (in form and substance satisfactory to the Initial Purchaser) so that the Offering Circular, as so amended or supplemented, will contain the information specified in, and meet the requirements of, such Rule.

(e)Qualification of Securities.  To cooperate with the Initial Purchaser and the Initial Purchaser’s counsel in connection with the qualification of the Notes under the securities or Blue Sky laws of such jurisdictions as the Initial Purchaser may request and continue such qualification in effect so long as reasonably required for Exempt Resales, and to file such consents to service of process or other documents as may be necessary in order to effect such qualification; provided, that none of the Issuers or the Guarantors shall be required in connection therewith to file any general consent to service of process or to register or qualify as a foreign corporation in any jurisdiction where it is not now so qualified or to subject itself to general taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

(f)Costs and Expenses.  Whether or not any of the Transactions are consummated or this Agreement is terminated, to pay (i) all costs, expenses, fees and taxes incident to and in connection with the performance of the obligations of the Issuers and the Guarantors under this Agreement, including:  (A) the preparation, printing and distribution of the Preliminary Offering Circular and the Offering Circular and all amendments and supplements thereto (including, without limitation, financial statements and exhibits), and all preliminary and final Blue Sky memoranda and all other agreements, memoranda, correspondence and other documents prepared and delivered in connection herewith (including the furnishing of copies of the foregoing to the Initial Purchaser and such other persons as the Initial Purchaser may designate), (B) the printing, processing and distribution (including, without limitation, word processing and duplication costs) and delivery of each of the Transaction Documents and any other agreements or documents in connection with the Transactions, (C) the preparation, issuance and delivery of the Notes, including the fees and expenses of the Trustee and the Secured Party (including fees and expenses of its counsel) and the cost of its personnel, and all costs and expenses related to the delivery of the Notes to the Initial Purchaser and pursuant to Exempt Resales, including any transfer or other taxes payable thereon, and (D) the qualification of the Notes for offer and sale under the securities or Blue Sky laws of the several states (including, without limitation, filing fees and fees and disbursements of the Initial Purchaser’s counsel relating to such registration or qualification and the preparation of memoranda related thereto); (ii) all fees and expenses of the counsel and accountants of the Issuers and the Guarantors; (iii) all expenses and listing fees in connection with the application for quotation of the Series A Notes in The PORTAL Market (“PORTAL”) of the National Association of Securities Dealers, Inc. (the “NASD”); (iv) all fees and expenses (including fees and expenses of counsel) of the Issuers in connection with approval of the Notes by DTC for “book-entry” transfer; (v) all fees charged by rating agencies in connection with the rating of the Notes; (vi) the costs and charges of any transfer agent, registrar and/or depositary (including DTC); (vii) all costs and expenses of the Registered Exchange Offer, the Exchange Offer Registration Statement and any Shelf Registration Statement, as set forth in the Registration Rights Agreement; (viii)  all costs and

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expenses in connection with the creation and perfection of the Security Interests (including, without limitation, filing and recording fees, search fees, taxes and costs of surveys and title policies); (ix) all costs and expenses of the Transactions (including, without limitation, filing and recording fees); and (x) all fees and expenses (including reasonable fees and expenses of counsel) incurred by the Initial Purchaser in connection with the preparation, negotiation and execution of the Transaction Documents and the consummation of the Transactions.

(g)Use of Proceeds.  To use the proceeds from the sale of the Series A Notes in the manner described in the Offering Circular under the caption “Use of Proceeds.”

(h)Waiver of Certain Laws.  To the extent it may lawfully do so, not to insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension usury or other law, wherever enacted, now or at any time hereafter in force, that would prohibit or forgive the payment of all or any portion of the principal of or interest on the Notes, or that may affect the covenants or the performance of the Indentures or any of the Collateral Agreements (and, to the extent it may lawfully do so, each of the Issuers and Guarantors hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power granted to the Trustee in the Indentures or to the Secured Party in the Collateral Agreements but shall suffer and permit the execution of every such power as though no such law had been enacted).

(i)Security Interests.  To do and perform all things required to be done and performed under the Collateral Agreements prior to, on and after the Closing Date, including, without limitation, all things necessary or advisable to obtain on or prior to the Closing Date (i) all Permits (as defined below), other than any gaming or liquor approvals required to be obtained by a purchaser in a foreclosure sale, necessary for the granting, perfection and enforcement of the Security Interests and for the foreclosure by the Secured Party thereon following an Event of Default (as defined in the Indentures), (ii) all termination statements, deeds of trust releases and other documents necessary to terminate any Liens (as defined in the Indentures) on the Collateral (other than Liens created by the Indentures, Liens created by the Collateral Agreements and Permitted Liens (as defined in the Indentures)), and (iii) subject to the terms of the Intercreditor Agreement, a valid and perfected, first priority Security Interest with respect to each of the assets, shares of capital stock and membership interests which are to constitute, as of the Closing Date, the Collateral.

(j)Integration.  Not to, and to ensure that no affiliate (as defined in Rule 501(b) under the Act) of the Issuers or the Guarantors will, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that would be integrated with the sale of the Series A Notes in a manner that would require the registration under the Act of the sale to the Initial Purchaser or of the offers or sales of Series A Notes pursuant to Exempt Resales.

(k)Rule 144A Information.  For so long as any of the Series A Notes remain outstanding, during any period in which any of the Issuers is not subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to make available, upon request, to any holder of the Notes in connection with any sale thereof and any prospective Eligible Purchaser of such Notes from such holder, the information required by Rule 144A(d)(4) under the Act.

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(l)DTC.  To obtain the approval of DTC for “book entry” transfer of the Notes, and to comply with the representation letter of the Issuers and the Guarantors to DTC relating to the approval of the Notes by DTC for “book entry” transfer.

(m)PORTAL.  To effect the inclusion of the Series A Notes for trading in PORTAL and to use its best efforts to maintain the inclusion of the Series A Notes for trading in PORTAL for so long as the Series A Notes are outstanding.

(n)Reporting Requirements.  For so long as any of the Notes remain outstanding, to furnish to the Initial Purchaser copies of all reports and other communications (financial or otherwise) furnished to the Trustee or to the holders of the Notes and, as soon as available, copies of any reports or financial statements furnished to or filed by the Issuers or the Guarantors with the Commission or any national securities exchange on which any class of securities of the Issuers or the Guarantors may be listed.

(o)No Selling Efforts or General Solicitation.  Except in connection with the Registered Exchange Offer or the filing of the Shelf Registration Statement, not to, and not to authorize or permit any person acting on its behalf to, (i) distribute any offering material in connection with the offer and sale of the Series A Notes other than the Preliminary Offering Circular and the Offering Circular and any amendments and supplements to the Offering Circular prepared in compliance with Section 5(d), or (ii) solicit any offer to buy or offer to sell the Series A Notes by means of any form of general solicitation or general advertising (including, without limitation, as such terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act.

(p)No Similar Offerings.  Not to, directly or indirectly, without the prior consent of the Initial Purchaser, offer, sell, contract to sell, grant any option to purchase or otherwise dispose of (or announce any offer or sale of, contract to sell, grant of any option to purchase or other disposition of) any debt securities of any of the Issuers or Guarantors substantially similar to the Notes or the Guarantees for a period of six months after the date of the Offering Circular, except as contemplated by the Registration Rights Agreement; provided, that the foregoing will not apply to (i) the Notes or the Guarantees or (ii) borrowings (not constituting the issuance of securities) from financial institutions to the extent not prohibited by the Indentures.

(q)ERISA.  At any time prior to the completion of the resale by the Initial Purchaser of the Series A Notes, to notify the Initial Purchaser promptly in writing if any of the Issuers or Guarantors or any of their Affiliates becomes a party in interest or a disqualified person with respect to any employee benefit plan, and to identify such plans.  The terms “ERISA,” “Affiliates,” “party in interest,” “disqualified person” and “employee benefit plan” shall have the meanings as set forth in Section 6(ll) hereof.

(r)Performance of Agreements.  To do and perform all things required or necessary to be done and performed by it under the Transaction Documents prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Series A Notes and the Guarantees and the granting, perfection and enforcement of the Security Interests.

(s)Termination of Lease Agreement with MDW Mesquite, LLC.  To use their respective best efforts to cause MDW Mesquite, LLC, a Nevada limited-liability company

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(“MDW”), in accordance with the Operating Agreement of MDW, (i) to take all lawful action to duly call prior to the Closing (including, without limitation, by providing the requisite notice or obtaining waivers from all of the members of such notice), and to duly hold as promptly as practicable after the date hereof, a meeting of MDW’s members for the purpose of voting on the approval of MDW’s execution of the Lease Buy-Out and Condominium Conversion Management Agreement by and between MDW, RBG and Randy Black (the “Lease Termination Agreement”), and the consummation by MDW of the transactions contemplated thereby, and (ii) to duly obtain at such meeting the approval of MDW’s execution of the Lease Termination Agreement and the consummation by MDW of the transactions contemplated thereby by members holding a majority of the equity ownership interests in MDW; provided, however, that such meeting need not be held if MDW has obtained prior to the date of such meeting duly executed written consents from all of the members of MDW to MDW’s execution of the Lease Termination Agreement and the consummation by MDW of the transactions contemplated thereby.

6.Representations and Warranties of the Issuers, the Guarantors and the Parent Pledgors.  Each of the Issuers and Guarantors, jointly and severally, represents and warrants to the Initial Purchaser, and the Parent Pledgors represent and warrant with respect to themselves (but not the Issuers or the Guarantors) to the Initial Purchaser solely with respect to Sections 6(p), 6(s) and 6(bb) below, that:

(a)Offering Circular.  The Preliminary Offering Circular as of its date did not, and the Offering Circular, as of its date does not and as of the Closing Date will not, and each supplement or amendment thereto (if any) as of its date will not, contain any untrue statement of a material fact or omit to state any material fact (except, in the case of the Preliminary Offering Circular, for pricing terms and other financial terms intentionally left blank) necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The foregoing representation and warranty made in this Section 6(a) shall not apply to any statements or omissions made in reliance on and in conformity with information relating to the Initial Purchaser furnished in writing to the Issuers by the Initial Purchaser specifically for inclusion in the Preliminary Offering Circular or the Offering Circular.  The parties hereto acknowledge that for purposes of this Agreement (including this Section 6(a) and Section 8) the only information furnished in writing to the Issuers by the Initial Purchaser specifically for inclusion in the Preliminary Offering Circular or the Offering Circular is the information set forth (i) on the cover page of the Offering Circular with respect to the price of the Notes, (ii) in the third paragraph on page 176 of the Offering Circular concerning offering the Notes for resale by the Initial Purchaser, (iii) in the sixth paragraph on page176 of the Offering Circular concerning market-making by the Initial Purchaser, (iv) in the first paragraph on page 177 of the Offering Circular concerning stabilization by the Initial Purchaser and (v) in the second paragraph on page 177 of the Offering Circular concerning the affiliation of the Initial Purchaser and its affiliates with the Issuers and their affiliates (such information described in the immediately preceding clauses (i) through (v) of this Section 6(a), the “Furnished Information”).  Each of the Preliminary Offering Circular and the Offering Circular, as of their respective dates contained, and the Offering Circular, as of the Closing Date and as amended or supplemented, will contain, all of the information specified in, and meet the requirements of, Rule 144A(d)(4) under the Act.

(b)144A Eligibility.  There are no securities of the Issuers or the Guarantors that are the same class (within the meaning of Rule 144A) as the Notes and that are registered under the Exchange Act or listed on a national securities exchange registered under Section 6 of the

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Exchange Act or quoted in a United States automated inter-dealer quotation system.  The Series A Notes are eligible for resale pursuant to Rule 144A under the Act.

(c)Due Organization; Good Standing.  Each of the Issuers and Guarantors (i) has been duly organized, is validly existing and is in good standing under the laws of its jurisdiction of organization, (ii) has all requisite power and authority to conduct and carry on its business and to own, lease, use and operate its properties and assets as described in the Offering Circular, and (iii) is duly qualified or licensed to do business and is in good standing as a foreign limited liability company or corporation, as the case may be, authorized to do business in each jurisdiction in which the nature of its business or the ownership, leasing, use or operation of its properties and assets requires such qualification or licensing.

(d)Subsidiaries.  Immediately following the Closing, (i) the only subsidiaries of the Issuers will be the Guarantors which are signatories hereto, (ii) the Issuers will directly own 100% of the outstanding shares of capital stock of or 100% of the membership interests, as applicable, in each Guarantor, in each case, free and clear of all Liens, except for Liens created by the Indentures, Liens created by the Collateral Agreements and Permitted Liens and (iii) Randy Black will own 100% of the outstanding shares of capital stock of each of Virgin River and B&BB, Virgin River will own 94.23% of the outstanding membership interests in RBG and the Parent Pledgors will own an aggregate of 3.85% of the outstanding membership interests in RBG, in each case, free and clear of all Liens, except for Liens created by the Indentures, Liens created by the Parent Pledge Agreements and Liens created by the Convertible Note Documents.  Except as disclosed in the Offering Circular, there are no outstanding (i) securities convertible into or exchangeable for any capital stock of or any membership interests in, as the case may be, any of the Issuers or Guarantors, (ii) options, warrants or other rights to purchase or subscribe for any capital stock of or any membership interests in, or any securities convertible into or exchangeable for any capital stock of or any membership interests in, as the case may be, any of the Issuers or Guarantors or (iii) contracts, commitments, agreements, understandings, arrangements, undertakings, rights, calls or claims of any kind relating to the issuance of any capital stock of or any membership interests in, as the case may be, any of the Issuers or Guarantors, any such convertible or exchangeable securities or any such options, warrants or rights.  Except as set forth above, immediately following the Closing, none of the Issuers and Guarantors will directly or indirectly own any capital stock of or other equity interest in any person.

(e)Capitalization.  All of the outstanding shares of capital stock of or membership interests in, as the case may be, each of the Issuers and each of the Guarantors have been duly authorized, are validly issued, fully paid and nonassessable, and were not issued in violation of, and are not subject to, any preemptive or similar rights.  The table under the caption “Capitalization” in the Offering Circular (including the footnotes thereto) sets forth, as of its date, the pro forma capitalization of the Issuers and the Guarantors, on a combined and consolidated basis, after giving effect to the Transactions.  Immediately following the Closing, except as set forth in such table, none of the Issuers or Guarantors will have any liabilities, absolute, accrued, contingent or otherwise other than:  (i) liabilities that are reflected in the Issuer Financial Statements (as defined below), or (ii) liabilities incurred subsequent to September 30, 2004, in the ordinary course of business, consistent with past practice, that would not, singly or in the aggregate, have a material adverse effect on (A) the properties, business, prospects, operations, earnings, assets, liabilities or condition (financial or otherwise) of the Issuers and the Guarantors, taken as a whole, (B) the ability of any of the Issuers or Guarantors to perform its obligations under any of the

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Transaction Documents, (C) the enforceability of any of the Collateral Agreements or the attachment, perfection or priority of any of the Security Interests intended to be created thereby in any portion of the Collateral or (D) the validity of any of the Transaction Documents or the consummation of any of the Transactions (each, a “Material Adverse Effect”).

(f)No Other Registration Rights.  Except for this Agreement, the Registration Rights Agreement, the Redemption Agreements and the Convertible Note Documents, there are no contracts, commitments, agreements, arrangements, understandings or undertakings of any kind to which any of the Issuers or Guarantors is a party, or by which any of them is bound, granting to any person the right (i) to require the Issuers or any Guarantor to file a registration statement under the Act with respect to any securities of the Issuers or any Guarantor or requiring the Issuers or any Guarantorto include such securities with the Notes registered pursuant to any registration statement, or (ii) to purchase or offer to purchase any securities of any of the Issuers or Guarantors.

(g)Power and Authority.  Each of the Issuers and Guarantors has all requisite power and authority to execute and deliver, and to perform its obligations under, the Transaction Documents to which it is a party and to consummate the Transactions contemplated thereby.

(h)Authorization of this Agreement.  This Agreement and the Transactions contemplated hereby (including, without limitation, the Offering and the issuance and sale of the Notes in accordance with this Agreement) have been duly authorized by each of the Issuers and Guarantors, and this Agreement has been validly executed and delivered by, and is the legal, valid and binding obligation of, each of the Issuers and Guarantors, enforceable against each of the Issuers and Guarantors in accordance with its terms, except that such enforceability may be limited by (i) applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) any rights of acceleration and the availability of equitable remedies may be subject to general principles of equity (whether considered in a proceeding in equity or at law).

(i)Authorization of Indentures.  Each of the Indentures and the Transactions contemplated thereby have been duly authorized by each of the Issuers and Guarantors and, on the Closing Date, the Indentures will have been validly executed and delivered by, and will be the legal, valid and binding obligation of, each of the Issuers and Guarantors, enforceable against each of the Issuers and Guarantors in accordance with its terms, except that such enforceability may be limited by (i) applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) any rights of acceleration and the availability of equitable remedies may be subject to general principles of equity (whether considered in a proceeding in equity or at law).  On the Closing Date, each of the Indentures will conform to the requirements of the Trust Indenture Act of 1939, as amended (the “TIA”), applicable to an indenture that is required to be qualified under the TIA.

(j)Authorization of Registration Rights Agreement.  The Registration Rights Agreement and the Transactions contemplated thereby have been duly authorized by each of the Issuers and Guarantors and, on the Closing Date, the Registration Rights Agreement will have been validly executed and delivered by, and will be the legal, valid and binding obligation of, each of the Issuers and Guarantors, enforceable against each of the Issuers and Guarantors in accordance with its terms, except that such enforceability may be limited by (i) applicable bankruptcy, insolvency or similar laws and (ii) any rights of acceleration and the availability of equitable remedies may be subject to general principles of equity (whether considered in a proceeding in equity or at law).

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(k)Authorization of Series A Notes.  The Series A Notes have been duly authorized by each of the Issuers for issuance and sale to the Initial Purchaser pursuant to this Agreement and, on the Closing Date, will have been validly executed, authenticated, issued and delivered by the Issuers in accordance with the terms of this Agreement and the respective Indentures.  When the Series A Notes have been issued, executed and authenticated in accordance with the terms of the Indentures and delivered to and paid for by the Initial Purchaser in accordance with the terms of this Agreement, the Series A Notes will be legal, valid and binding obligations of each of the Issuers, entitled to the benefits of the respective Indentures and enforceable against each of the Issuers in accordance with their terms, except to the extent that such enforceability may be limited by (i) applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) any rights of acceleration and the availability of equitable remedies may be subject to general principles of equity (whether considered in a proceeding in equity or at law).

Upon and following delivery to the Initial Purchaser, the Senior Secured Notes rank and will rank on a parity with all senior Indebtedness (as defined in the Indentures) of each of the Issuers and senior to all other Indebtedness of each of the Issuers, in each case that is outstanding on the date hereof or that may be incurred hereafter; provided, that pursuant to the Intercreditor Agreement, the Lien on the Collateral securing up to $15.0 million principal amount of borrowings under the New Senior Credit Facility will be senior to the Lien on the Collateral securing the Senior Secured Notes.  Upon and following delivery to the Initial Purchaser, the Senior Subordinated Notes rank and will rank on a parity with all senior subordinated Indebtedness of each of the Issuers, junior to all senior Indebtedness of each of the Issuers and senior to all subordinated Indebtedness of each of the Issuers, in each case that is outstanding on the date hereof or that may be incurred hereafter.

(l)Authorization of Series B Notes.  The Series B Notes have been duly authorized by each of the Issuers and, when issued in the Registered Exchange Offer, (A) will have been validly executed, authenticated, issued and delivered in accordance with the terms of the respective Indentures, the Registration Rights Agreement and the Registered Exchange Offer and (B) will be legal, valid and binding obligations of each of the Issuers, entitled to the benefits of the respective Indentures and enforceable against each of the Issuers in accordance with their terms, except to the extent that such enforceability may be limited by (i) applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) any rights of acceleration and the availability of equitable remedies may be subject to general principles of equity (whether considered in a proceeding in equity or at law).

(m)Authorization of Guarantees of Series A Notes.  The Guarantees to be endorsed on the Series A Notes by each Guarantor has been duly authorized by each such Guarantor and, on the Closing Date, will have been validly executed and delivered by each such Guarantor in accordance with the terms of the respective Indentures.  When the Series A Notes have been issued, executed and authenticated in accordance with the terms of the respective Indentures and delivered to and paid for by the Initial Purchaser in accordance with the terms of this Agreement, the Guarantee of each Guarantor endorsed on the Series A Notes will be the legal, valid and binding obligation of each such Guarantor, enforceable against each such Guarantor in accordance with its terms, except to the extent that such enforceability may be limited by (i) applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) any rights of acceleration and the availability of equitable remedies may be subject to general principles of equity (whether considered in a proceeding in equity or at law).

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The Guarantees to be endorsed on the Senior Secured Notes rank and will rank on a parity with all senior Indebtedness (as defined in the Indentures) of each of the respective Guarantors and senior to all other Indebtedness of the respective Guarantors, in each case that is outstanding on the date hereof or that may be incurred hereafter; provided, that pursuant to the Intercreditor Agreement, the Lien on the Collateral securing up to $15.0 million principal amount of borrowings under the New Senior Credit Facility will be senior to the Lien on the Collateral securing the Guarantees of the Senior Secured Notes.  Upon and following delivery to the Initial Purchaser, the Guarantees to be endorsed on the Senior Subordinated Notes rank and will rank on a parity with all senior subordinated Indebtedness of the respective Guarantors, junior to all senior Indebtedness of the respective Guarantors and senior to all subordinated Indebtedness of the respective Guarantors, in each case that is outstanding on the date hereof or that may be incurred hereafter.

(n)Authorization of Guarantees of Series B Notes.  The Guarantees to be endorsed on the Series B Notes by each Guarantor has been duly authorized by each such Guarantor and, when the Series B Notes are issued, will have been validly executed and delivered by each such Guarantor in accordance with the terms of the respective Indentures, the Registration Rights Agreement and the Registered Exchange Offer.  When the Series B Notes have been issued, executed and authenticated in accordance with the terms of the Registered Exchange Offer and the respective Indentures, the Guarantee of each Guarantor endorsed on the Series B Notes will be the legal, valid and binding obligation of each such Guarantor, enforceable against each such Guarantor in accordance with its terms, except to the extent that such enforceability may be limited by (i) applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) any rights of acceleration and the availability of equitable remedies may be subject to general principles of equity (whether considered in a proceeding in equity or at law).

(o)Authorization of Collateral Agreements.  Each of the Collateral Agreements and the Transactions contemplated thereby (including, without limitation, the creation, grant, recording and perfection of the Security Interests, the execution and filing of financing statements and the payment of any fees and taxes in connection therewith) have been duly authorized by each of the Issuers and Guarantors party thereto and, on the Closing Date, each of the Collateral Agreements will have been validly executed and delivered by, and will be the legal, valid and binding obligation of, each of the Issuers and Guarantors party thereto, enforceable against each of the Issuers and Guarantors party thereto in accordance with its terms, except that such enforceability may be limited by (i) applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) any rights of acceleration and the availability of equitable remedies may be subject to general principles of equity (whether considered in a proceeding in equity or at law).

(p)Authorization of Other Transaction Documents.  Each of the other Transaction Documents and the Transactions contemplated thereby have been duly authorized by each of the Issuers, the Guarantors and the Parent Pledgors party thereto, and when executed and delivered by each of the Issuers , the Guarantors and the Parent Pledgors party thereto, each of the Transaction Documents will have been validly executed and delivered by, and, assuming due authorization, execution and delivery by the other parties thereto, will be the legal, valid and binding obligation of, each of the Issuers, the Guarantors and the Parent Pledgors party thereto, enforceable against each of the Issuers, the Guarantors and the Parent Pledgors party thereto in accordance with its terms, except that such enforceability may be limited by (i) applicable

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bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) any rights of acceleration and the availability of equitable remedies may be subject to general principles of equity (whether considered in a proceeding in equity or at law).  Each of the Parent Pledge Agreements and the Transactions contemplated thereby have been duly authorized by each of the Parent Pledgors party thereto, and when executed and delivered by each of the Parent Pledgors party thereto, each of the Parent Pledge Agreements will have been validly executed and delivered by, and, assuming due authorization, execution and delivery by the other parties thereto, will be the legal, valid and binding obligation of, each of the Parent Pledgors party thereto, enforceable against each of the Parent Pledgors party thereto in accordance with its terms, except that such enforceability may be limited by (i) applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) any rights of acceleration and the availability of equitable remedies may be subject to general principles of equity (whether considered in a proceeding in equity or at law).

(q)No Violation.  None of the Issuers and Guarantors is in violation of its certificate of incorporation, bylaws, certificate of formation or operating agreement, as applicable (collectively, the “Charter Documents”).  None of the Issuers and Guarantors is (i) in violation of any federal, state, local or foreign statute, law or ordinance, or any judgment, decree, rule, regulation or order, (including, without limitation, the Nevada Gaming Control Act), in each case including the rules and regulations promulgated thereunder (collectively, “Applicable Law”), of any government, governmental or regulatory agency or body (including, without limitation, the Nevada Gaming Commission, the Nevada State Gaming Control Board or other applicable gaming authority (each, a “Gaming Authority”)), court, arbitrator or self-regulatory organization, domestic or foreign (each, a “Governmental Authority”), or (ii) in breach of or default under any bond, debenture, note or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument to which any such person is a party or by which any of them or any of their respective property is bound (collectively, “Applicable Agreements”), other than, in the case of each of the immediately preceding clauses (i) and (ii), violations, breaches or defaults that would not, singly or in the aggregate, have a Material Adverse Effect.  There exists no condition that, with the passage of time or otherwise, would reasonably be expected to (x) constitute a violation of (A) the Charter Documents or (B) Applicable Laws or (y) constitute a breach of or default under any Applicable Agreement or (z) result in the imposition of any penalty or the acceleration of any indebtedness, other than, in the case of the immediately preceding clauses (x)(B), (y) and (z), such violations, breaches, penalties or defaults that would not, singly or in the aggregate, have a Material Adverse Effect.  All Applicable Agreements are in full force and effect with respect to the Issuers and the Guarantors and are legal, valid and binding obligations thereof, and no default has occurred or is continuing thereunder, other than such defaults that would not, singly or in the aggregate, have a Material Adverse Effect.

(r)No Conflict.  None of the execution, delivery or performance of any of the Transaction Documents, nor the compliance with the terms and provisions thereof, nor the consummation of any of the Transactions shall conflict with, violate, constitute a breach of or a default (with the passage of time or otherwise) under, result in the imposition of a Lien on any assets of or capital stock of or membership interests in the Issuers or the Guarantors (except for Liens created by the Indentures, Liens created by the Collateral Agreements and Permitted Liens), or result in an acceleration of indebtedness under or pursuant to, (i) the Charter Documents, (ii) any Applicable Agreement or (iii) any Applicable Law, other than, in the case of the immediately preceding clauses (ii) and (iii), such conflicts ,violations, breaches, defaults, Liens or acceleration

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that would not, singly or in the aggregate, have a Material Adverse Effect.  After giving effect to the Transactions, no Default or Event of Default (each, as defined in the Indentures) will exist.

(s)Permits.  No permit, certificate, authorization, approval, consent, license or order of, or filing, registration, declaration or qualification with, any Governmental Authority or any other person (collectively, “Permits”) is required by the Issuers or the Guarantors to own, lease, use and operate their properties and assets and to conduct and carry on their businesses as described in the Offering Circular, or by the Parent Pledgors, the Issuers or the Guarantors in connection with, or as a condition to, the execution, delivery or performance of any of the Transaction Documents, the compliance with the terms and provisions thereof or the consummation of any of the Transactions, other than (i) such Permits as have been made or obtained on or prior to the Closing Date, which Permits are in full force and effect on the Closing Date, (ii) as may be required for Exempt Resales under the securities or blue sky laws of the various jurisdictions in which the Series A Notes are being offered by the Initial Purchaser, (iii) the order of the Commission declaring the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, effective, (iv) the conversion of the Convertible Note pursuant to the terms of the Convertible Note Documents and (v) such Permits, the failure of which to make or obtain would not, singly or in the aggregate, have a Material Adverse Effect.

(t)No Proceedings.  There is no action, claim, suit, demand, hearing, notice of violation or deficiency, or proceeding (including, without limitation, any investigation or partial proceeding, such as a deposition), domestic or foreign (collectively, “Proceedings”), pending or, to the knowledge of the Issuers, threatened, either (i) in connection with, or that seeks to restrain, enjoin or prevent the consummation of, or that otherwise objects to, any of the Transaction Documents or any of the Transactions, or (ii) that could, singly or in the aggregate, have a Material Adverse Effect.  None of the Issuers or Guarantors is subject to any judgment, order, decree, rule or regulation of any Governmental Authority that could, singly or in the aggregate, have a Material Adverse Effect.  No injunction or order has been issued and no Proceeding is pending or, to the knowledge of the Issuers, threatened that (i) asserts that the offer, sale and delivery of the Series A Notes and the Guarantees to the Initial Purchaser pursuant to this Agreement or the initial resale of the Series A Notes and the Guarantees by the Initial Purchaser in the manner contemplated by this Agreement is subject to the registration requirements of the Act, or (ii) would prevent or suspend the issuance or sale of the Notes, including the Exempt Resales, or the use of the Preliminary Offering Circular, the Offering Circular, or any amendment or supplement thereto, in any jurisdiction.

(u)Regulated Persons.  Each of the Issuers’ and the Guarantors’ respective directors, members, managers, officers, key personnel and persons holding a five percent or greater equity or economic interest in any of the Issuers or Guarantors (each of such persons, a “Regulated Person” and, collectively, the “Regulated Persons”) has, and is in compliance with the terms and conditions of, all Permits (including, without limitation, Permits with respect to engaging in gaming operations)necessary or advisable to own, lease, use and operate the properties and assets and to conduct and carry on the businesses described

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in the Offering Circular, other than such Permits the failure of which to have would not, singly or in the aggregate, have a Material Adverse Effect (a “Material Permit”).  All Material Permits are valid and in full force and effect.  Each of the Regulated Persons is in compliance with the terms and conditions of all Permits (including, without limitation, Permits with respect to engaging in gaming operations) necessary or advisable to own, lease, use and operate the properties and assets and to conduct and carry on the businesses described in the Offering Circular, other than where such failure to be in compliance would not, singly or in the aggregate, have a Material Adverse Effect.  None of the execution, delivery or performance of any of the Transaction Documents, nor the compliance with the terms and provisions thereof, nor the consummation of any of the Transactions, will allow or result in, and no event has occurred which allows or results in, or after notice or lapse of time would allow or result in, the imposition of any material penalty under, or the revocation or termination of, any Material Permit or any material impairment of the rights of the holder of any Material Permit.  None of the Issuers or Guarantors has received any notice from any issuer, and none of the Issuers or Guarantors has any reason to believe that any issuer is considering limiting, conditioning, suspending, modifying, revoking or not renewing any Material Permit.

(v)No Investigations of Regulated Persons.  To the knowledge of the Issuers, (i) no Governmental Authority is investigating any Regulated Person, and (ii) there is no basis for any Governmental Authority to deny the renewal of the current Permits held by any of the Regulated Persons.

(w)Title to Assets.  Immediately following the Closing, each of the Issuers and each of the Guarantors (i) will have good and marketable title, free and clear of all Liens (other than Liens created by the Indentures, Liens created by the Collateral Agreements and Permitted Liens), to all property and assets described in the Offering Circular as being or to be owned by it, (ii) will enjoy peaceful and undisturbed possession under all leases to which it is a party as lessee and (iii) will hold a valid leasehold interest with respect to each such lease.

(x)Sufficiency and Condition of Assets.  The assets of each of the Issuers and Guarantors include all of the assets and properties necessary or required in, or otherwise material to, the conduct of the businesses of each of them, and such assets are in working condition, except where the failure of such assets to be in working condition would not, singly or in the aggregate, have a Material Adverse Effect.  Without limiting the foregoing, each of the properties of the Issuers and the Guarantors (including, without limitation, all buildings, structures, improvements and fixtures located thereon, thereunder, thereover or therein, and all appurtenances thereto and other aspects thereof) is suitable, sufficient, adequate and appropriate in all respects (including physical, structural, operational, legal, practical and otherwise) for its current and proposed use, operation and occupancy, except, in each such case, for such failures to meet such standards as would not, singly or in the aggregate, have a Material Adverse Effect.

(y)Insurance.  Each of the Issuers and Guarantors maintains reasonably adequate insurance covering its properties, operations, personnel and businesses against losses and risks in accordance with customary industry practice.  All such insurance is outstanding and duly in force.

(z)Real Property.  No condemnation, eminent domain, or similar proceeding exists, is pending or, to the knowledge of the Issuers, is threatened, with respect to or that could affect any real properties owned by the Issuers or any of the Guarantors, except for such proceedings as would not, singly or in the aggregate, have a Material Adverse Effect.  No real property owned by the Issuers or any of the Guarantors is subject to any sales contract, option, right of first refusal or similar agreement or arrangement with any third party.  There is no real property currently under contract or subject to an option in favor of any of the Issuers or any of the

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Guarantors, except for real property which the failure of the Issuers or any of the Guarantors to acquire, would not, singly or in the aggregate, have a Material Adverse Effect.

(aa)Related Party Transactions.  Except as disclosed in the Offering Circular, there are no related party transactions that would be required to be disclosed in the Offering Circular if the Offering Circular were a prospectus included in a registration statement on Form S-1 filed under the Act.

(bb)Security Interests.  Upon execution and delivery of the Collateral Agreements and the issuance of the Notes, the Parent Pledge Agreements (upon the receipt of the requisite Nevada gaming approvals) and the other Collateral Agreements will create, in favor of the Secured Party, for the benefit of the holders of the Senior Secured Notes, a legal, valid and enforceable security interest in (subject to Permitted Liens), all of the right, title and interest of the Issuers and Guarantors in the Collateral and the proceeds thereof.  Upon the filing of the financing statements with the Secretary of State (or equivalent government official) of the State in which such Issuer or Guarantor is organized which sufficiently indicates all Collateral, and, in addition, in the case of the Parent Pledge Agreements, upon the receipt of the requisite Nevada gaming approvals, the Security Interests will be valid and perfected, subject only to the Intercreditor Agreement, and will constitute first priority security interests (subject to Permitted Liens) in such Collateral.  As of the Closing Date, the Collateral will be subject to no Liens other than Permitted Liens.

(cc)Taxes.  All material tax returns required to be filed by any of the Issuers or by any of the Guarantors in any jurisdiction (including foreign jurisdictions) have been filed and, when filed, all such returns were accurate in all material respects, and all taxes, assessments, fees and other charges (including, without limitation, withholding taxes, penalties and interest) due or claimed to be due from any of the Issuers or from any of the Guarantors have been paid, other than those being contested in good faith by appropriate proceedings, or those that are currently payable without penalty or interest and, in each case, for which an adequate reserve or accrual has been established on the books and records of the Issuers or the Guarantors, as applicable, in accordance with generally accepted accounting principles of the United States, consistently applied (“GAAP”).  Commencing with their inceptions (i) each of Virgin River and B & BB has been, and continue to be, classified as an “S corporation” under section 1361 et seq. of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) RBG has been, and continues to be, classified as a “partnership,” and not as an association classified as a corporation, under section 761 of the Code.  There are no actual or proposed additional tax assessments for any tax period against any of the Issuers or against any of the Guarantors that could, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.  The charges, accruals and reserves on the books and records of the Issuers or the Guarantors, as applicable, in respect of any tax liability for any tax periods not finally determined are adequate to meet any assessments of tax or re-assessments of additional tax for any such period.

(dd)Intellectual Property.  The Issuers and the Guarantors own, possess or are licensed under, and have the right to use, all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Intellectual Property”) currently used in, and material to the conduct of, their businesses, free and clear of all Liens, other than Permitted Liens.  To the knowledge of the Issuers, no claims have been asserted by any person challenging the use of any such Intellectual Property by

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any of the Issuers or Guarantors or questioning the validity or effectiveness of any license or agreement related thereto, and there is no valid basis for any such claim, and the use of such Intellectual Property by the Issuers and the Guarantors will not infringe on the Intellectual Property rights of any other person.

(ee)Accounting Controls.  The Issuers and Guarantors collectively maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) material transactions are executed in accordance with management’s general or specific authorization, (ii) material transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any material differences.

(ff)Financial Statements.  The audited historical combined financial statements and related notes of the Issuers and the Guarantors contained in the Offering Circular (the “Issuer Audited Financial Statements”) and the unaudited historical combined financial statements and related notes of the Issuers and the Guarantors contained in the Offering Circular (the “Issuer Interim Financial Statements” and, together with the Issuer Audited Financial Statements, the “Issuer Financial Statements”) present fairly the combinedfinancial position, results of operations and cash flows of the Issuers and the Guarantors, as of the respective dates and for the respective periods to which they apply, and have been prepared in accordance with GAAP consistently applied throughout the periods involved and the requirements of Regulation S-X that would be applicable if the Offering Circular were a prospectus included in a registration statement on Form S-1 filed under the Act (the “S-X Requirements”).  The summary and selected historical combined financial data included in the Offering Circular for the Issuers and the Guarantors have been prepared on a basis consistent with that of the Issuer Financial Statements and present fairly the financial position and results of operations of the Issuers and the Guarantors, on a combined basis, as of the respective dates and for the respective periods indicated.

All other financial, statistical and market and industry related data included in the Offering Circular are fairly and accurately presented and are based on or derived from sources the Issuers believe to be reliable and accurate.  Ernst & Young LLP are independent public accountants with respect to the Issuers.

(gg)No Material Adverse Change.  Subsequent to the respective dates as of which information is given in the Offering Circular, except as disclosed in the Offering Circular, (i) none of the Issuers or Guarantors has incurred any liabilities, direct or contingent, that are material, singly or in the aggregate, to any of them, or has entered into any material transactions not in the ordinary course of business, (ii) there has not been any material decrease in the capital stock or membership interests, as the case may be, or any material increase in long-term indebtedness or any material increase in short-term indebtedness of any of the Issuers or Guarantors, or any payment of or declaration to pay any dividends or any other distribution with respect to any of the Issuers or Guarantors, and (iii) there has not been any material adverse change in the properties, business, prospects, operations, earnings, assets, liabilities or condition (financial or otherwise) of the Issuers and the Guarantors taken as a whole (each of clauses (i), (ii) and (iii), a “Material Adverse Change”).  To the knowledge of the Issuers, there is no event that has occurred or that is reasonably likely to occur which, if it were to occur, could singly or in the aggregate reasonably be

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expected to have a Material Adverse Effect or result in a Material Adverse Change, except such events that have been disclosed in the Offering Circular.

(hh)Ratings.  No “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Act (i) has imposed (or has informed any of the Issuers or Guarantors that it is considering imposing) any condition (financial or otherwise) on the Issuers or the Guarantors retaining any rating assigned to any securities of any of the Issuers or Guarantors, or (ii) has indicated to any of the Issuers or Guarantors that it is considering (A) the downgrading, suspension, or withdrawal of, or any review for a possible change that does not indicate the direction of the possible change in, any rating so assigned, or (B) any change in the outlook for any rating of any securities of any of the Issuers or Guarantors.

(ii)Solvency.  Each of the Issuers and Guarantors is incurring its respective indebtedness under the Series A Notes for proper purposes and in good faith.  Immediately before and after giving effect to the issuance of the Series A Notes, for each of the Issuers (on a consolidated basis with the Guarantors) and for each of the Guarantors, in all cases considered as going concerns, (i) its assets at a fair valuation exceed the sum of its debts; (ii) the present fair salable value of its assets is not less than the amount that will be required to pay its probable liability on its existing debts as they become absolute and matured, (iii) it has and will have adequate capital with which to conduct the business it is presently conducting and presently anticipates conducting; and (iv) it does not intend to incur, and does not believe and reasonably should not believe that it will incur, debts beyond its ability to pay as those debts become due.  None of the Issuers or Guarantors is aware of any reason why it would be inappropriate to consider each of the Issuers or the Guarantors as a going concern.  For purposes of this paragraph, “debts” includes contingent and unliquidated debts, at a fair valuation.

(jj)No Solicitation.  None of the Issuers or the Guarantors or any of their affiliates or anyone acting on their behalf has (i) taken, directly or indirectly, any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Notes or to facilitate the sale or resale of any of the Notes, (ii) sold, bid for, purchased, or paid anyone any compensation for soliciting purchases of, any of the Notes, or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of any of the Issuers.

(kk)No Registration.  Without limiting Sections 6(r) and 6(s) above, no registration under the Act, and no qualification of the Indentures under the TIA is required for the sale of the Series A Notes and the Guarantees to the Initial Purchaser as contemplated hereby or for the Exempt Resales, assuming (i) that the purchasers in the Exempt Resales are Eligible Purchasers, (ii) the accuracy of the Initial Purchaser’s representations contained in Section 7, and (iii) if any Exempt Resales are made to Accredited Investors, the accuracy of the representations and warranties of such Accredited Investors contained in the Accredited Investor Letters executed by such Accredited Investors.  No form of general solicitation or general advertising (including, without limitation, as such terms are defined in Regulation D under the Act) was used by the Issuers, any of the Guarantors or any of their respective affiliates or any of their respective representatives in connection with the offer and sale of any of the Series A Notes or in connection with Exempt Resales.  No securities of the same class as the Series A Notes have been offered, issued or sold by the Issuers, any of the Guarantors or any of their respective affiliates within the six-month period immediately prior to the date hereof.

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(ll)ERISA.  None of the Issuers or Guarantors or any of their respective “Affiliates” maintains a plan that is intended to qualify under section 401(a) of the Code, or is a “party in interest” or a “disqualified person” with respect to any employee benefit plans.  No condition exists or event or transaction has occurred in connection with any employee benefit plan that could result in any of the Issuers or the Guarantors or any such “Affiliate” incurring any liability, fine or penalty that could, singly or in the aggregate, have a Material Adverse Effect.  None of the Issuers or Guarantors or any trade or business under common control with any of the Issuers or Guarantors (for purposes of section 414(c) of the Code) maintains any employee pension benefit plan that is subject to Title IV of the Employee Retirement Income Act of 1974, as amended, or the rules and regulations promulgated thereunder (“ERISA”).

The terms “employee benefit plan,” “employee pension benefit plan,” and “party in interest” shall have the meanings assigned to such terms in Section 3 of ERISA.  The term “Affiliate” shall have the meaning assigned to such term in Section 407(d)(7) of ERISA, and the term “disqualified person” shall have the meaning assigned to such term in section 4975 of the Code.

(mm)Investment Company Act and Other Federal Regulations.  None of the Issuers or Guarantors has taken, and none of them will take, any action that may cause this Agreement or the issuance of the Series A Notes to, and none of the Transactions will, violate or result in a violation of Section 7 of the Exchange Act (including, without limitation, Regulation T (12 C.F.R. Part 220), Regulation U (12 C.F.R. Part 221) or Regulation X (12 C.F.R. Part 224) of the Board of Governors of the Federal Reserve System).  None of the Issuers or Guarantors is subject to regulation, or shall become subject to regulation upon the consummation of the Offering and sale of the Series A Notes and the application of the net proceeds thereof as described in the Offering Circular, or the consummation of any of the other Transactions, under the Investment Company Act of 1940, as amended, and the rules and regulations and interpretations promulgated thereunder.

(nn)No Brokers.  None of the Issuers or Guarantors has dealt with any broker, finder, commission agent or other person (other than the Initial Purchaser) in connection with the Transactions and none of the Issuers or Guarantors is under any obligation to pay any broker’s fee or commission in connection with the Transactions (other than commissions and fees to the Initial Purchaser).

(oo)No Labor Disputes.  Except as would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, none of the Issuers or the Guarantors is engaged in any unfair labor practice.  There is (i) no unfair labor practice complaint or other proceeding pending or, to the knowledge of the Issuers, threatened against any of the Issuers or Guarantors before the National Labor Relations Board or any state, local or foreign labor relations board or any industrial tribunal, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending or, to the knowledge of the Issuers, threatened, (ii) no strike, labor dispute, slowdown or stoppage pending or, to the knowledge of the Issuers, threatened against any of the Issuers or Guarantors, and (iii) no union representation question existing with respect to the employees of any of the Issuers or Guarantors, and, to the knowledge of the Issuers, no union organizing activities are taking place except, in the case of each of clauses (i), (ii) and (iii) above, as would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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(pp)Environmental Laws.Except as disclosed in the Offering Circular or as otherwise would not, singly or in the aggregate, have a Material Adverse Effect or otherwise require disclosure in the Offering Circular, (i) none of the Issuers or Guarantors has been or is in violation of any federal, state or local laws and regulations relating to pollution or protection of human health or the environment, including, without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of toxic or hazardous substances, materials or wastes, or petroleum and petroleum products (“Materials of Environmental Concern”), or otherwise relating to the protection of human health and safety, or the use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively, “Environmental Laws”), which violation includes, but is not limited to, noncompliance with, or lack of, any permits or other environmental authorizations; (ii) there are no circumstances, either past, present or that are reasonably foreseeable, that may lead to any such violation in the future; (iii) none of the Issuers or Guarantors has received any communication (written or oral), whether from a Governmental Authority or otherwise, alleging any such violation; (iv) there is no pending or threatened claim, action, investigation, notice (written or oral) or other Proceeding by any person or entity alleging potential liability of any of the Issuers or Guarantors (or against any person or entity for whose acts or omissions any of the Issuers or Guarantors is or may reasonably be expected to be liable, either contractually or by operation of law) for investigatory, cleanup, or other response costs, or natural resources or property damages, or personal injuries, attorney’s fees or penalties relating to (A) the presence, or release into the environment, of any Materials of Environmental Concern at any location, or (B) circumstances forming the basis of any violation or potential violation, of any Environmental Law (collectively, “Environmental Claims”); and (v) there are no past or present actions, activities, circumstances, conditions, events or incidents that could form the basis of any Environmental Claim.

In the ordinary course of business, each of the Issuers and Guarantors, as appropriate, (i) conducts a periodic review of the effect of Environmental Laws on the business, operations and properties of each of the Issuers and Guarantors, in the course of which, or as a result of which, the Issuers haveidentified and evaluated associated costs and liabilities (including, without limitation, any capital or operating expenditures required for cleanup, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities, and any potential liabilities to third parties); and (ii) has conducted environmental investigations of, and have reviewed reasonably available information regarding, the business, properties and operations of each of the Issuers and Guarantors, and of other properties within the vicinity of their business, properties and operations, as appropriate for the circumstances of each such property and operation; on the basis of such reviews, investigations and inquiries, the Issuers have reasonably concluded that any costs and liabilities associated with such matters would not have, singularly or in the aggregate, a Material Adverse Effect or otherwise require disclosure in the Offering Circular.

(qq)Market Data.  All statistical and market and industry related data included in the Offering Circular are based on or derived from sources which the Issuers and the Guarantors believe to be reliable and accurate.

(rr)Directed Selling Efforts.  None of the Issuers or Guarantors or any of their respective affiliates or any person acting on its or their behalf (other than the Initial Purchaser, as to whom the Issuers and the Guarantors make no representation) has engaged or will engage in any directed selling efforts within the meaning of Regulation S under the Act (“Regulation S”) with respect to the Series A Notes.

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(ss)Offshore Transactions.  The Series A Notes, if any, offered and sold by the Issuers in reliance on Regulation S have been and will be offered and sold by the Issuers only in offshore transactions, as such term is defined in Regulation S (“Offshore Transactions”).

(tt)No Plan or Scheme.  The sale of the Series A Notes, if any, by the Issuers pursuant to Regulation S is not part of a plan or scheme to evade the registration provisions of the Act.

(uu)Regulation S Offering Restrictions.  The Issuers and the Guarantors, their respective affiliates and all persons acting on their behalf (other than the Initial Purchaser, as to whom the Issuers and the Guarantors make no representation) have complied with and will comply with the offering restrictions requirements of Regulation S in connection with any offering of the Series A Notes outside the United States.

(vv)Restricted Period.  The Series A Notes sold in reliance on Regulation S will be represented upon issuance by a temporary global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred to in Rule 903(b)(3) of the Act and only upon certification of beneficial ownership of such Series A Notes by non-U.S. persons or U.S. persons who purchased such Series A Notes in transactions that were exempt from the registration requirements of the Act.

(ww)Representations and Warranties.  Each certificate signed pursuant to Section 9(a)(viii) by any officer of any of the Issuers or Guarantors and delivered to the Initial Purchaser or counsel for the Initial Purchaser pursuant to this Agreement shall be deemed to be a representation and warranty by such Issuer or Guarantor to the Initial Purchaser as to the matters covered thereby.

7.Representations and Warranties of the Initial Purchaser.  The Initial Purchaser represents and warrants to the Issuers and the Guarantors that:

(a)QIB.  It is a QIB with such knowledge and experience in financial and business matters as is necessary in order to evaluate the merits and risks of an investment in the Series A Notes.

(b)Eligible Purchasers.  It (i) is not acquiring the Series A Notes with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction, and (ii) will be soliciting offers for the Series A Notes only from, and will be offering and selling the Series A Notes only to, (A) persons in the United States whom it reasonably believes to be QIBs in reliance on the exemption from the registration requirements of the Act provided by Rule 144A under the Act, (B) Accredited Investors that execute and deliver to the Issuers and the Initial Purchaser an Accredited Investor Letter and (C) Regulation S Purchasers in Offshore Transactions in reliance upon Regulation S under the Act.

(c)No General Solicitation.  No form of general solicitation or general advertising within the meaning of Rule 502(c) under the Act has been or will be used by the Initial Purchaser or any of its representatives in connection with the offer and sale of any of the Series A Notes.

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(d)Power and Authority.  It has all requisite power and authority to enter into, deliver and perform its obligations under this Agreement and the Registration Rights Agreement and each of this Agreement and the Registration Rights Agreement has been duly authorized by it.

(e)Directed Selling Efforts.  The Initial Purchaser and its affiliates or any person acting on its or their behalf have not engaged and will not engage in any directed selling efforts within the meaning of Regulation S with respect to the Series A Notes.

(f)Offshore Transactions.  The Series A Notes, if any, offered and sold by the Initial Purchaser pursuant hereto in reliance on Regulation S have been and will be offered and sold by the Initial Purchaser only in Offshore Transactions.

(g)Regulation S Offering Restrictions.  The Initial Purchaser has not offered or sold and will not offer or sell the Series A Notes in the United States or to, or for the benefit or account of, a U.S. Person (other than a distributor), in each case, as defined in Rule 902 under the Act (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Series A Notes pursuant hereto and the Closing Date, other than in accordance with Regulation S of the Act or another exemption from the registration requirements of the Act.  During such 40-day restricted period, the Initial Purchaser will not cause any advertisement with respect to the Series A Notes (including any “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Series A Notes, except such advertisements as permitted by and include the statements required by Regulation S.

(h)Notice Required.  At or prior to confirmation of a sale of Series A Notes by it to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903(b)(3) under the Act, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect:

“The Series A Notes covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the Offering and the Closing Date, except in either case in accordance with Regulation S under the Securities Act (or Rule 144A under the Securities Act or to institutional “accredited investors,” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in transactions that are exempt from the registration requirements of the Securities Act, and in connection with any subsequent sale by you of the Series A Notes covered hereby in reliance on Regulation S during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect.  Terms used above have the meanings assigned to them in Regulation S.”

(i)Regulation S Security. The Series A Notes offered and sold in reliance on Regulation S will be represented upon issuance by a global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred to in Rule 903(b)(3)

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of the Act and only upon certification of beneficial ownership of such Series A Notes by non-U.S. persons or U.S. persons who purchased such Series A Notes in transactions that were exempt from the registration requirements of the Act.

(j)Offers in the United Kingdom.  The Initial Purchaser (i) has not offered or sold, and prior to the date that is six months after the date of the issue of the Notes will not offer or sell any Notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which do not constitute an offer to the public in the United Kingdom for the purposes of the Public Offers of Securities Regulations 1995 (the “Regulations”); (ii) has complied and will comply with all applicable provisions of the Regulations and of the Financial Services and Markets Act 2000 (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and (iii) has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuers.

(k)Offers in Other European Jurisdictions.  No action has been taken or will be taken by the Initial Purchaser in Austria, France or the Netherlands (the “European Jurisdictions”) that would permit a public offering of the Notes, or the possession, circulation or distribution of the Offering Circular or any other material relating to the Issuers or the Notes in any European Jurisdiction where action for that purpose is required.  The Initial Purchaser will not, directly or indirectly, offer or sell any of the Notes or distribute or publish any offering material or advertisements in connection with the Notes in or from any European Jurisdiction, except under circumstances that will result in compliance with all applicable laws and regulations of such European Jurisdiction.

8.Indemnification.

(a)Indemnification of Initial Purchaser.  Each of the Issuers and Guarantors shall, jointly and severally, without limitation as to time, indemnify and hold harmless the Initial Purchaser and each person, if any, who controls (within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act) the Initial Purchaser (any of such persons being hereinafter referred to as a “controlling person”), and the respective officers, directors, partners, employees, representatives and agents of the Initial Purchaser and any such controlling person (collectively, with the Initial Purchaser, the “Purchaser Indemnified Parties”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys’ fees) and expenses (including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing) (collectively, “Losses”), as incurred, directly or indirectly caused by, related to, based upon, arising out of or in connection with (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular or the Offering Circular (or any amendment or supplement thereto) or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that none of the Issuers nor any Guarantor shall be liable under the indemnity provided in this Section 8(a) to any Purchaser

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Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained in, or the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission was completely corrected in the Offering Circular (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party sold the Notes to the person alleging such Loss and failed to send or give, at or prior to the written confirmation of such sale, a copy of the Offering Circular (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Offering Circular to such Purchaser Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with the Furnished Information.  The Issuers shall notify the Initial Purchaser promptly of the institution, threat or assertion of any Proceeding of which either of the Issuers or any Guarantor is aware in connection with the matters addressed by this Agreement which involves any of the Issuers, any of the Guarantors or any of the Purchaser Indemnified Parties.

(b)Indemnification of Issuers and Guarantors.  The Initial Purchaser agrees to indemnify and hold harmless each of the Issuers and Guarantors and each of their controlling persons and the respective members, managers, officers, directors, partners, employees, representatives and agents of the Issuers and the Guarantors and any such controlling person to the same extent as the foregoing indemnity from the Issuers and the Guarantors to each of the Purchaser Indemnified Parties stated in Section 8(a), but only with respect to Losses that are caused by an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with the Furnished Information.  Notwithstanding the foregoing, any liability of the Initial Purchaser hereunder shall be limited to an amount not to exceed the excess (such excess, the “Aggregate Amount”) of (i) the aggregate gross proceeds received by the Initial Purchaser from the sale of the Series A Notes over (ii) the sum of (A) the aggregate price at which the Initial Purchaser purchased the Series A Notes from the Issuers and (B) the amount of any Losses that the Purchaser Indemnified Parties otherwise have been required to pay by reason of such untrue or alleged untrue statement of such omission or alleged omission.

(c)Actions Against Parties; Notification.

(1)If any Proceeding shall be brought or asserted against any person entitled to indemnification hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt written notice to the party or parties from which such indemnification is sought (the “Indemnifying Parties” and each, an “Indemnifying Party”); provided, that the failure to so notify the Indemnifying Parties shall not relieve any of the Indemnifying Parties from any obligation or liability except to the extent (but only to the extent) that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal) that such Indemnifying Party has been prejudiced materially by such failure.

(2)The Indemnifying Parties shall have the right, exercisable by giving written notice to the Indemnified Parties, within 20 Business Days after receipt of written notice from any of the Indemnified Parties of such Proceeding, to assume, at their expense, the defense of any such Proceeding; provided, that the Indemnified Parties shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the

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fees and expenses of such counsel shall be at the expense of the Indemnified Parties unless: (i) the Indemnifying Parties have agreed to pay such fees and expenses; (ii) the Indemnifying Parties shall have failed promptly to assume the defense of such Proceeding or shall have failed to employ counsel reasonably satisfactory to the Indemnified Parties; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both one or more Indemnified Parties and one or more Indemnifying Parties (or any affiliates or controlling persons of any of the Indemnifying Parties), and any of the Indemnified Parties shall have been advised by counsel that there may be one or more defenses available to such Indemnified Parties that are in addition to, or in conflict with, those defenses available to the Indemnifying Parties or such affiliate or controlling person (in which case, if such Indemnified Parties notify the Indemnifying Parties in writing that they elect to employ separate counsel at the expense of the Indemnifying Parties, the Indemnifying Parties shall not have the right to assume the defense thereof and the reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Parties; it being understood, however, that, the Indemnifying Parties shall not, in connection with any one such Proceeding or separate but substantially similar or related Proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for the Indemnified Parties).

(3)None of the Indemnifying Parties, without the prior written consent of the Indemnified Parties, shall consent to entry of any judgment in or enter into any settlement of any pending or threatened Proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such judgment or settlement includes, as an unconditional term thereof, the giving by the claimant or plaintiff to each Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all Losses that may arise from such Proceeding or the subject matter thereof (whether or not any Indemnified Party is a party thereto).

(d)Contribution.  If the indemnification provided for in this Section 8 is unavailable to an Indemnified Party or is insufficient to hold such Indemnified Party harmless for any Losses in respect of which this Section 8 would otherwise apply by its terms (other than by reason of exceptions provided in this Section 8), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuers and the Guarantors, on the one hand, and the Initial Purchaser, on the other hand, from the Offering or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Issuers and the Guarantors, on the one hand, and the Initial Purchaser, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations.  The relative benefits received by the Issuers and the Guarantors, on the one hand, and the Initial Purchaser, on the other hand, shall be deemed to be in the same proportion as the total net proceeds from the Offering (before deducting expenses) received by the Issuers, on the one hand, and the total discounts and commissions received by the Initial Purchaser, on the other hand, bear to the total price of the Series A Notes in Exempt Resales as set forth on the cover page of the Offering Circular.  The relative fault of the Issuers and the Guarantors, on the one hand, and the Initial Purchaser, on the other hand, shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Issuers or any Guarantor, on the one hand, or the Initial Purchaser, on the other hand, and the parties’ relative intent, knowledge, access

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to information and opportunity to correct or prevent such statement or omission.  The amount paid or payable by an Indemnified Party as a result of any Losses shall be deemed to include any legal or other fees or expenses incurred by such party in connection with any Proceeding, to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 8 was available to such party.

Each party hereto agrees that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 8(d), the Initial Purchaser shall not be required to contribute, in the aggregate, any amount in excess of the Aggregate Amount.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(e)Nonexclusive Remedy. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that any of the Indemnifying Parties may otherwise have to the Indemnified Parties, and do not limit in any way rights or remedies which may otherwise be available at law or in equity.

9.Conditions.

(a)Conditions to Obligations of Initial Purchaser.  The obligations of the Initial Purchaser to purchase the Series A Notes under this Agreement are subject to the satisfaction or waiver of each of the following conditions:

(i)Representations and Warranties of the Issuers and the Guarantors.  All the representations and warranties of each of the Parent Pledgors, the Issuers and the Guarantors in this Agreement and in each of the other Transaction Documents to which it is a party shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier or other materiality qualifier, which shall be true and correct as written) at and as of the Closing Date after giving effect to the Transactions with the same force and effect as if made on and as of such date.  On or prior to the Closing Date, each of the Parent Pledgors, the Issuers and the Guarantors and, to the knowledge of the Issuers, each other party to the Transaction Documents (other than the Initial Purchaser) shall have performed or complied in all material respects with all of the agreements and satisfied in all material respects all conditions on their respective parts required to be performed, complied with or satisfied as of or prior to the Closing Date pursuant to the Transaction Documents.

(ii)Availability of Offering Circular.  The Offering Circular shall have been printed and copies made available to the Initial Purchaser not later than 3:00 p.m., New York City time, on the first Business Day following the date of this Agreement or at such later date and time as the Initial Purchaser may approve.

(iii)No Injunction.  No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the Closing Date that would prevent or interfere with the issuance and sale of the Series A Notes and the Guarantees or the consummation of any of the other Transactions; and no stop order suspending the qualification or exemption from qualification of any of the Series A Notes

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in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Issuers, be pending or contemplated as of the Closing Date.

(iv)No Proceedings.  No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the Closing Date, prevent the consummation of any of the Transactions.  No Proceeding shall be pending or, to the knowledge of the Issuers, threatened, other than Proceedings that (A) if adversely determined would not, singly or in the aggregate, adversely affect the issuance or marketability of the Series A Notes, and (B) could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(v)No Material Adverse Change.  Since the date as of which information is given in the Offering Circular (without giving effect to any amendment thereto or supplement thereto), there shall not have been any Material Adverse Change.

(vi)PORTAL.  (A) The Notes shall have been designated PORTAL securities in accordance with the rules and regulations adopted by the NASD relating to trading in the PORTAL market, and (B) the Senior Secured Notes shall have received a rating of “B” and “B3” from Standard & Poor’s Corporation (“S&P”) and Moody’s Investors Services, Inc. (“Moody’s”), respectively, and the Senior Subordinated Notes shall have received a rating of “CCC+” and “Caa2” from S&P and Moody’s, respectively.

(vii)Maintenance of Rating.  As of the Closing Date, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of any securities of any of the Issuers or Guarantors (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of any securities of any of the Issuers or Guarantors by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Notes than that on which the Notes were marketed.

(viii)Officers’, Secretary’s and Solvency Certificates.  The Initial Purchaser shall have received on the Closing Date:

(A)certificates dated the Closing Date, signed by (1) the Chief Executive Officer, and (2) the principal financial or accounting officer of each of the Issuers and Guarantors, on behalf of the Issuers and the Guarantors, confirming the matters set forth in paragraphs (i), (iii), (iv), (v), (vii) and (xii) of this Section 9(a),

(B)a certificate, dated the Closing Date, signed by the (1)

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Chief Executive Officer and (2) the principal financial or accounting officer of each of the Issuers and Guarantors, on behalf of the Issuers and the Guarantors, stating that the industry, statistical and market-related data included in the Offering Circular has been reviewed by such persons and, to the knowledge of such persons, subject to the risks and limitations described in the Offering Circular, is true and accurate in all material respects and is based on or derived from sources which the Issuers and the Guarantors believe to be reliable and accurate, which certificate shall be in form and substance reasonably satisfactory to counsel for the Initial Purchaser and may specifically reference certain industry, statistical and market-related data contained in the Offering Circular,

(C)a certificate, dated the Closing Date, signed by the Secretary or Secretaries of each of the Issuers and Guarantors, certifying such matters as the Initial Purchaser may reasonably request, and

(D)a certificate of solvency, dated the Closing Date, signed by the principal financial or accounting officer of the Issuers and the Guarantors substantially in the form previously approved by the Initial Purchaser.

(ix)Opinions of Counsel.  The Initial Purchaser shall have received, a favorable opinion (in form and substance satisfactory to the Initial Purchaser and counsel to the Initial Purchaser), dated the Closing Date, of each of the following:

(A)Kummer Kaempfer Bonner & Renshaw, special counsel to the Issuers and Guarantors, containing opinions substantially to the effect of the opinions set forth in Exhibit 9(a)(ix)(A) hereto;

(B)Baker & McKenzie LLP, special New York counsel and tax counsel to the Issuers and Guarantors, containing opinions substantially to the effect of the opinions set forth in Exhibit 9(a)(ix)(B) hereto; and

(C)Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Initial Purchaser.

(x)Accountants’ Comfort Letters.  The Initial Purchaser shall have received from Ernst & Young LLP, independent public accountants with respect to the Issuers:

(A)a customary comfort letter, dated as of the date of the Offering Circular, in form and substance satisfactory to the Initial Purchaser, containing the information and statements of the type ordinarily included in accountants’ “comfort letters,” with respect to the combined financial statements of Issuers and its subsidiaries and certain financial information with respect to the Issuers and the Guarantors contained in the Offering Circular, and

(B)a customary “bring down” comfort letter, dated the Closing Date, in form and substance satisfactory to the Initial Purchaser, to the effect that Ernst & Young LLP reaffirms the statements made in its letter furnished

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pursuant to clause (A) above, except that the specified date referred to shall be a date not more than five days prior to the Closing Date.

(xi)Execution and Delivery of Transaction Documents.  The Transaction Documents shall have been executed and delivered by all parties thereto, and the Initial Purchaser shall have received a fully executed original of each Transaction Document.  The terms of each of the Transaction Documents shall conform in all material respects to the description thereof in the Offering Circular.

(xii)Consummation of Other Transactions.  Each of the Transactions shall have been consummated on the Closing Date on terms that conform in all material respects to the description thereof in the Offering Circular.

(xiii)Collateral Agreements.  The Issuers shall have furnished to the Initial Purchaser the Collateral Agreements duly executed by the respective Issuers and Guarantors party thereto, together with:

(A)proper financing statements, each in the form to be filed on the Closing Date under the Uniform Commercial Code of all jurisdictions that may be deemed necessary or desirable in order to perfect the Liens created by the Collateral Agreements, covering the Collateral and naming the Secured Party as secured party, which financing statements shall be so filed on the Closing Date;

(B)proper instruments to be filed in the U.S. Patent and Trademark Office that may be deemed necessary or desirable in order to perfect the liens granted on patents, if any, and trademarks, which liens have been created by the Collateral Agreements;

(C)contemplated requests for information and lien search results, listing all effective financing statements filed as of a recent date in the jurisdictions referred to in Section 9(a)(xiii)(A) that name any of the Issuers or Guarantors as debtor, together with copies of such financing statements (none of which shall cover the Collateral described in the Collateral Agreements);

(D)copies of duly executed payoff letters, UCC-3 termination statements, deeds of trust releases, intellectual property releases and other collateral releases and terminations, each in form and substance satisfactory to the Initial Purchaser evidencing the release of each item of Collateral and the termination of all Liens thereon (other than Liens created by the Indentures and the Collateral Agreements), and each such payoff letter, release and termination shall be in full force and effect.

(E)bailee letters and landlord waivers, in form and substance reasonably satisfactory to the Initial Purchaser, executed by the Issuers or the appropriate Guarantors for delivery to each of the persons specified in the Collateral Agreements as holding Collateral;

(F)the original membership interest certificates and stock

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certificates pledged to the Secured Party pursuant to the Collateral Agreements, together with undated stock powers or endorsements duly executed in blank in connection therewith (or copies thereof to the extent such interests or shares also have been pledged pursuant to the Convertible Note Pledge Agreement or the New Senior Credit Facility);

(G)deeds of trust, assignments of rents and leases, and fixture filings in form and substance approved by the Initial Purchaser, to be recorded on the Closing Date in all jurisdictions that may be deemed necessary or desirable in order to perfect the liens created by the Collateral Agreements, covering the Collateral, which deeds of trust, assignments of rents and leases, and fixture filings shall be so recorded on the Closing Date;

(H)irrevocable commitment by a title insurance company approved by the Initial Purchaser in the Initial Purchaser’s reasonable discretion to issue one or more lender’s policies of title insurance insuring the liens created by the Collateral Agreements, subject only to those title matters and exceptions approved by the Initial Purchaser; and

(I)any other documents required to be delivered to the Secured Party pursuant to the Collateral Agreements and reasonable evidence that all other actions necessary or desirable to perfect and protect the Liens created by the Collateral Agreements have been taken.

(xiv)Permits.  All Permits required to be obtained from, and all notices or declarations required to be made with, any Gaming Authority or other Governmental Authority to permit the issuance and sale of the Series A Notes and the Guarantees in accordance with the terms of, and in the aggregate principal amount set forth in, this Agreement shall have been obtained and made, in each case free of any conditions other than those set forth in this Agreement; and all Permits required to be obtained from, and all notices or declarations required to be made with, any Gaming Authority or other Governmental Authority to consummate the other Transactions contemplated by the Transaction Documents shall have been obtained and made, in each case free of any conditions other than those set forth in such Transaction Documents.

(xv)Additional Documents.  Counsel to the Initial Purchaser shall have been furnished with such documents as they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Section 9 and in order to evidence the accuracy, completeness and satisfaction of the representations, warranties and conditions contained in this Agreement.

(b)Conditions to the Issuers’ and the Guarantors’ Obligations.  The obligations of the Issuers to sell, and the Guarantors to guarantee, the Series A Notes under this Agreement are subject to the satisfaction or waiver of each of the following conditions:

(i)Payment.  The Initial Purchaser shall have delivered payment to the Issuers for the Series A Notes pursuant to Sections 2 and 4 of this Agreement.

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(ii)Representations and Warranties.  All of the representations and warranties of the Initial Purchaser in this Agreement shall be true and correct in all material respects at and as of the Closing Date, with the same force and effect as if made on and as of such date.

(iii)No Injunctions.  No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the Closing Date that would prevent or interfere with the issuance and sale of the Series A Notes; and no stop order suspending the qualification or exemption from qualification of any of the Series A Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or be pending or contemplated as of the Closing Date.

10.Termination.  This Agreement shall become effective upon the execution and delivery of this Agreement by the parties hereto.  The Initial Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to the Issuers if any of the following has occurred:

(a)Material Adverse Effect.  Since the date as of which information is given in the Offering Circular, any Material Adverse Effect or any Material Adverse Change that could, in the Initial Purchaser’s judgment, (i) make it impracticable or inadvisable to proceed with the Offering or delivery of the Series A Notes, including the Exempt Resales, on the terms and in the manner contemplated in the Offering Circular or (ii) materially impair the investment quality of the Notes.

(b)Failure to Satisfy Conditions.  The failure of any of the Issuers or Guarantors to satisfy the conditions contained in Section 9(a) on or prior to the Closing Date.

(c)Outbreak of Hostilities.  Any outbreak or escalation of hostilities, any declaration of war by the United States, any other calamity, emergency or crisis, any material adverse change in economic conditions in or the financial markets of the United States or elsewhere or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which could make it, in the Initial Purchaser’s judgment, impracticable or inadvisable to market or proceed with the offering or delivery of the Series A Notes on the terms and in the manner contemplated in the Offering Circular or to enforce contracts for the sale of any of the Series A Notes.

(d)Suspension of Trading.  The suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market or any setting of limitations on prices for securities on any such exchange or on the Nasdaq National Market.

(e)Enactment of Adverse Law.  The enactment, publication, decree or other promulgation after the date hereof of any Applicable Law that in the Initial Purchaser’s opinion materially and adversely affects, or could materially and adversely affect, the properties, business, prospects, operations, earnings, assets, liabilities or condition (financial or otherwise) of any of the Issuers or any of the Guarantors.

(f)Downgrade of Securities.  On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given

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of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of any of the Issuers or Guarantors or any securities of any of the Issuers or Guarantors (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall not have occurred any adverse change, nor shall any notice have been given of any potential or intended adverse change, in the outlook for any rating of any of the Issuers or Guarantors or any securities of any of the Issuers or Guarantors (by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Notes than that on which the Notes were marketed.

(g)Banking Moratorium.  The declaration of a banking moratorium by any Governmental Authority; or the taking of any action by any Governmental Authority after the date hereof in respect of its monetary or fiscal affairs that in the Initial Purchaser’s opinion could have a material adverse effect on the financial markets in the United States or elsewhere.

The respective indemnities, contribution and expense reimbursement provisions and agreements, and representations, warranties and other statements of the Issuers and the Guarantors and the Initial Purchaser set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, and will survive, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Initial Purchaser or any of the Issuers or Guarantors, or any of their respective officers, directors, members or managers or any of their respective controlling persons, (ii) acceptance of the Notes, and payment for them hereunder, and (iii) any termination of this Agreement (including, without limitation, any termination pursuant to this Section 10).  Without limiting the foregoing, notwithstanding any termination of this Agreement, (i) the Issuers and the Guarantors shall be and shall remain jointly and severally liable (x) for all expenses that they have agreed to pay pursuant to Section 5(f), and (y) for their obligations pursuant to Section 8, and (ii) the Initial Purchaser shall be and shall remain liable for its obligations pursuant to Section 8.

11.Miscellaneous.

(a)Notices.  Notices given pursuant to any provision of this Agreement must be given in writing and shall be (a) delivered in person, (b) transmitted by facsimile or telecopy mechanism (providing confirmation of transmission), (c) sent by overnight courier (providing proof of or refusal of delivery), or (d) mailed, postage prepaid, return receipt requested, as follows:

(i)if to any of the Issuers or Guarantors, to CasaBlanca Resorts, 950 West Mesquite Blvd., Mesquite, Nevada, 89027, facsimile number: (702) 346-6862, Attention:  Chief Executive Officer, with a copy to Kummer Kaempfer Bonner & Renshaw, 3800 Howard Hughes Parkway, 7^th Floor, Las Vegas, Nevada 89109, facsimile number:  (702) 792-7181, Attention:  Sherwood Cook, Esq., and

(ii)if to the Initial Purchaser, to Jefferies & Company, Inc., 520 Madison Avenue, 12^th Floor, New York, New York 10022, Attention:  Lloyd Feller, Esq., with a copy to Skadden, Arps, Slate, Meagher & Flom LLP, 300 South Grand Avenue,

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Suite 3400, Los Angeles, California 90071, facsimile number: (213) 687-5600, Attention:  Rod A. Guerra, Esq.

or to such other address or facsimile number or to such other person as such party shall have last designated by such notice to the other party.  Each such notice or other communication shall be effective (i) if given by telecommunication, when transmitted to the applicable number so specified in (or pursuant to) this Section 11(a) and confirmation of transmission is received, (ii) if given by mail, three days after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid or (iii) if given by any other means, when actually received at such address.

(b)Successors and Assigns.  This Agreement has been and is made solely for the benefit of and shall be binding upon each of the Issuers and Guarantors, the Initial Purchaser and, to the extent provided in Section 8, the controlling persons, officers, directors, partners, employees, representatives and agents referred to in Section 8, and their respective heirs, executors, administrators, successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement.  The term “successors and assigns” shall not include a purchaser of any of the Series A Notes from the Initial Purchaser merely because of such purchase.  Notwithstanding the foregoing, it is expressly understood and agreed that each purchaser who purchases Series A Notes from the Initial Purchaser is intended to be a beneficiary of the Issuers’ covenants contained in the Registration Rights Agreement to the same extent as if the Notes were sold and those covenants were made directly to such purchaser by each of the Issuers, and each such purchaser shall have the right to take action against each of the Issuers to enforce, and obtain damages for any breach of, those covenants.

(c)GOVERNING LAW.  THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED, AND THE RIGHTS OF THE PARTIES SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS AND RULE 327(b) OF THE NEW YORK CIVIL PRACTICE LAWS AND RULES.  EACH OF THE ISSUERS AND GUARANTORS HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS.  EACH OF THE ISSUERS AND GUARANTORS IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDINGS BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  EACH OF THE ISSUERS AND GUARANTORS IRREVOCABLY CONSENTS, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH ISSUER OR SUCH GUARANTOR, AS THE CASE MAY BE, AT THE

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ADDRESS SET FORTH HEREIN, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE INITIAL PURCHASER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY OF THE ISSUERS OR GUARANTORS IN ANY OTHER JURISDICTION.

(d)Counterparts.  This Agreement may be signed in various counterparts which together shall constitute one and the same instrument.

(e)Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.  When a reference is made in this Agreement to a Section, paragraph, subparagraph, Schedule or Exhibit, such reference shall mean a Section, paragraph, subparagraph, Schedule or Exhibit to this Agreement unless otherwise indicated.

(f)Interpretation.  The words “include,” “includes,” and “including” when used in this Agreement shall be deemed in each case to be followed by the words “without limitation.”  The phrases “the date of this Agreement,” “the date hereof,” and terms of similar import, unless the context otherwise requires, shall be deemed to refer to December 10, 2004.   The words “hereof,” “herein,” “herewith,”  “hereby” and “hereunder” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement.  The phrase “to the knowledge of the Issuers” means the actual knowledge, after due inquiry, of any of the members, managers, directors or officers of any of the Issuers, the Guarantors or any of their controlling persons.  Unless the context otherwise requires, defined terms shall include the singular and plural and the conjunctive and disjunctive forms of the terms defined.

(g)Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.  It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(h)Amendment.  This Agreement may be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may be given, provided that the same are in writing and signed by each of the signatories hereto.

[signature pages follow]

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Please confirm that the foregoing correctly sets forth the agreement among the Issuers, the Guarantors, the Parent Pledgors (solely with respect to Sections 5(s), 6(p), 6(ss) and 6(bb) hereof) and the Initial Purchaser.

Very truly yours,
ISSUERS:
Virgin River Casino Corporation
By:	/s/ Robert R. Black, Sr.
	Name:   Robert R. Black, Sr.
	Title:   Secretary
RBG, LLC
By:	/s/ Robert R. Black, Sr.
	Name:   Robert R. Black, Sr.
	Title:   Manager
B & BB, Inc.
By:	/s/ Robert R. Black, Sr.
	Name:   Robert R. Black, Sr.
	Title:   Secretary

GUARANTORS:
CasaBlanca Resorts, LLC
By:		/s/ Robert R. Black, Sr.
		Name:   Robert R. Black, Sr.
		Title:   Manager
Oasis Interval Ownership, LLC
By:		/s/ Robert R. Black, Sr.
		Name:   Robert R. Black, Sr.
		Title:   Manager
Oasis Interval Management, LLC
By:	/s/ Robert R. Black, Sr.
	Name:   Robert R. Black, Sr.
	Title:   Manager
Oasis Recreational Properties, Inc.
By:			/s/ Robert R. Black, Sr.
			Name:   Robert R. Black, Sr.
			Title:   President, Secretary, Treasurer

PARENT PLEDGORS:
(solely with respect to Sections 5(s), 6(p), 6(s) and 6(bb))
R. Black, Inc.
By:	/s/ Robert R. Black, Sr.
	Name:   Robert R. Black, Sr.
	Title:   President & Treasurer
Robert R. Black, Sr. Gaming Properties Trust
By:		/s/ Robert R. Black, Sr.
		Name:   Robert R. Black, Sr.
		Title:   Trustee

ACCEPTED AND AGREED TO:
Jefferies & Company, Inc.
By:	/s/ Steve Croxton
	Name:   Steve Croxton
	Title:   Managing Director

Schedule I

Guarantors

Name	State of Formation
CasaBlanca Resorts, LLC	Nevada
Oasis Interval Ownership, LLC	Nevada
Oasis Interval Management, LLC	Nevada
Oasis Recreational Properties, Inc.	Nevada

Exhibit 9(a)(ix)(A)

Form of Opinion of Kummer Kaempfer Bonner & Renshaw

Unless otherwise indicated, capitalized terms not defined herein shall have the meanings set forth in the Purchase Agreement.

1.Due Organization; Good Standing.

(a)Each of the Issuers and the Guarantors is a limited-liability company organized and validly existing in good standing under the laws of the State of Nevada or is a corporation incorporated and validly existing in good standing under the laws of the State of Nevada, as applicable.  Each of the Issuers and the Guarantors is qualified or licensed to do business and is in good standing as a foreign limited-liability company or foreign corporation, as applicable, authorized to do business in each jurisdiction in which the nature of its business and or the ownership, leasing, use or operations of its properties and assets requires such qualification or licensing.

(b)Each of the Issuers and the Guarantors has all requisite power and authority to conduct and carry on its business and to own, lease, use and operate its properties and assets as described in the Offering Circular.

2.Capitalization.

(a)The Issuers have the authorized capitalization as set forth in the Offering Circular.

(b)Immediately following the Closing, (i) Robert R. Black, Sr. and his affiliates will own of record 100% of the outstanding shares of capital stock in each of B&BB and Virgin River, (ii) Virgin River will own of record 94.23% of the membership interests in RBG, and (iii) Robert R. Black, Sr. and R. Black, Inc. will own of record in the aggregate 3.85% of the membership interests in RBG.

(c)Immediately following the Closing, RBG will directly or indirectly own of record 100% of the outstanding shares of capital stock of or membership interests in, as applicable, each of the Guarantors.

(d)All of the capital stock shown by each of the Issuers’ stock record books as being issued and outstanding, on the date hereof and following the Redemption and Purchase, have been duly authorized and are validly issued and are fully paid and nonassessable and are free and clear of any preemptive rights arising out of their respective articles of incorporation, bylaws, or any Applicable Agreement.  All of the membership interests shown by RBG’s and each of the Guarantors’ record books as being issued have been validly issued and are free and clear of any preemptive rights arising out of their respective articles of incorporation, bylaws, or any Applicable Agreement.

3.No Other Registration Rights.  To our knowledge, except for the Purchase Agreement and the Registration Rights Agreement, there are no contracts, commitments, agreements, arrangements, understandings or undertakings of any kind to which any of the Issuers or the Guarantors is a party, or by which any of the Issuers or the Guarantors is bound, granting to any person the right (i) to require any of the Issuers or the Guarantors to file a registration statement under the Act with respect to any securities of any of the Issuers or the Guarantors or requiring any of the Issuers or the Guarantors to include such

securities with the Notes registered pursuant to any registration statement, or (ii) to purchase or offer to purchase any securities of any of the Issuers or the Guarantors or any of their respective affiliates.

4.Power.  Each of the Issuers and the Guarantors has all requisite corporate power and authority or limited-liability company power and authority, as applicable, to execute and deliver, and to perform its obligations under, each of the Transaction Documents to which it is a party and to consummate the transactions contemplated thereby.

5.Authorization.

(a)Purchase Agreement.  The Purchase Agreement has been duly authorized, validly executed and delivered by each of the Issuers, the Guarantors and (solely with respect to Sections thereof to which they are parties) the Parent Pledgors.  The issuance and sale of the Series A Notes in accordance with the Purchase Agreement has been duly authorized by each of the Issuers.

(b)Indentures.  Each of the Indentures has been duly authorized, validly executed and delivered by each of the Issuers and the Guarantors.  Each of the Indentures conforms to the requirements of the TIA applicable to an indenture that is required to be qualified under the TIA.  If a court were to disregard the choice of law provisions of the Notes and the Indentures and apply Nevada internal law, the Indebtedness represented by the Notes would not be found usurious under Nevada law.

(c)Registration Rights Agreement.  The Registration Rights Agreement has been duly authorized, validly executed and delivered by each of the Issuers and the Guarantors.

(d)Series A Notes.  The Series A Notes are in the form contemplated by the respective Indentures, have been duly authorized by each of the Issuers for issuance and sale to the Initial Purchaser pursuant to the Purchase Agreement and have been validly executed and delivered by each of the Issuers.

(e)Series B Notes.  The Series B Notes and the issuance thereof have been duly authorized by each of the Issuers.

(f)Series A Guarantees.  The Guarantees to be endorsed on the Series A Notes by each of the Guarantors has been duly authorized, executed and delivered by each of the Guarantors.

(g)Series B Guarantees.  The Guarantees to be endorsed on the Series B Notes by each of the Guarantors has been duly authorized by each of the Guarantors.

(h)Collateral Agreements.

(i)Each of the Collateral Agreements (other than the Parent Pledge Agreements, which are addressed in paragraph (h)(ii) below) and the transactions contemplated thereby (including, without limitation the creation, grant, recording and perfection of the Security Interests, the execution and filing of financing statements and the payment of any fees and taxes in connection therewith) have been duly authorized by each of the Issuers and the Guarantors party thereto, and each of the Collateral Agreements (other than the Parent Pledge Agreements, which are addressed in paragraph (h)(ii) below) has been duly executed and delivered by each of the Issuers and the Guarantors party thereto.  Each of the Deeds of Trust, to the extent Section [  ] thereof

provides that it is governed by Nevada law, is the legal, valid and binding obligation of each of the Issuers and the Guarantors party thereto, enforceable against each of the Issuers and the Guarantors party thereto in accordance with its terms.

(ii)Each of the Parent Pledge Agreements has been duly executed and delivered by each of the Parent Pledgors party thereto, and each of the Parent Pledge Agreements and the transactions contemplated thereby have been duly authorized by each of the Parent Pledgors party thereto.  [If requisite gaming approvals not received before Closing:  It is noted for purposes of the opinions set forth in this paragraph 2(b) that the pledges contemplated by the Parent Pledge Agreements shall not become effective until the receipt of the requisite Nevada gaming approvals.]

(iii)The form of each Collateral Agreement (including the form of execution and acknowledgment) is appropriate for creating a lien and filing or recording in the appropriate Office of the County Recorder, Register of Deeds, or similar official site, in each county where the real property described in the Deeds of Trust are located (the “Official Records”), as applicable, and is legally sufficient under the laws of the States of Nevada and Arizona.

(i)Other Transaction Documents.  Each of the Equity Contribution documents and the Redemption Agreement (collectively, the “Other Transaction Documents”) and the transactions contemplated thereby has been duly authorized by each of the Issuers and the Guarantors to the extent it is a party thereto, and each of the Other Transaction Documents has been duly executed and delivered by each of the Issuers and the Guarantors party thereto.  Each of the Other Transaction Documents is the legal, valid and binding obligation of each of the Issuers and the Guarantors party thereto, enforceable against each of the Issuers and the Guarantors party thereto in accordance with its terms.

(j)Credit Facility Documents. Each of the Intercreditor Agreement, the New Senior Credit Facility and the transactions contemplated thereby and the Credit Facility Refinancing has been duly authorized by each of the Issuers and the Guarantors party thereto, and the Intercreditor Agreement has been validly executed and delivered by each of the Issuers and the Guarantors.

6.No Conflict.  None of the execution or delivery of any of the Transaction Documents or the consummation of any of the Transactions will conflict with, violate, constitute a breach of or a default (with the passage of time or otherwise) under, result in the imposition of a Lien on any assets of or membership interests in or capital stock of the Issuers or the Guarantors (except for Liens created by the Indentures, Liens created by the Collateral Agreements and Permitted Liens) or an acceleration of indebtedness pursuant to, (i) the Charter Documents; (ii) any Applicable Agreements (as defined below) or (iii) any Applicable Laws (as defined below) (including, without limitation, gaming laws and, with respect to any Arizona Deed of Trust, Arizona law, but excluding the federal securities laws).

7.Permits.  None of the execution or delivery of any of the Transaction Documents or the consummation of any of the Transactions will require any notice, consents, approvals, authorizations, registrations or other Permits to or from any governmental authority or agency (including, without limitation, all Gaming Permits (as defined below)) by the Issuers, the Guarantors or the Parent Pledgors under any Applicable Laws (including, without limitation, gaming laws) and, with respect to any Arizona Deed of Trust, Arizona law, except such as the failure to obtain on or prior to the Closing Date are not material to the business of the Issuers or (x) as may be required under federal securities laws (which we address exclusively in paragraph 11 hereof) and state securities laws (as to which we express no opinion) in connection with the purchase and sale of the Notes, (y) as may be required for the perfection of any security interests or liens (which we address exclusively in paragraphs 15 and 16 hereof) ,(z) Gaming

Permits as have been made or obtained on or prior to the Closing Date, which Gaming Permits are in full force and effect on the Closing Date or notices and approvals relating to liquor licenses.

8.Regulated Persons.  Each of the Issuers and the Guarantors, and each of the other Regulated Persons, to our knowledge, has the requisite Permits under Nevada gaming laws from any Gaming Authorities (collectively, “Gaming Permits”) necessary or advisable to own, lease, use and operate the properties and assets and to conduct and carry on the businesses described in the Offering Circular other than those the failure of which to have would not, singly or in the aggregate, have a Material Adverse Effect.  None of the execution or delivery of any of the Transaction Documents or the consummation of any of the Transactions will allow or result in, and, to our knowledge after due inquiry, no event has occurred which allows or results in, or after notice or lapse of time would allow or result in, the imposition of any material penalty under, or the revocation or termination of, any Gaming Permit or any material impairment of the rights of the holder of any Gaming Permit.

9.No Proceedings.  Other than as disclosed in the Offering Circular, there is no Proceeding (including, without limitation, before any Gaming Authority, under any gaming law or under any gaming license or other Permit) pending and of public record or, to our knowledge, threatened, either (a) in connection with, or that seeks to restrain, enjoin, prevent the consummation of or otherwise challenge, any of the Transaction Documents or any of the Transactions. or (ii) that could, singly or in the aggregate, have a Material Adverse Effect.

10.No Registration.  Assuming (i) the accuracy of the representations, warranties and agreements of the Issuers and the Guarantors and of the Initial Purchaser contained in the Purchase Agreement, (ii) the due performance by the Issuers and the Guarantors and the Initial Purchaser of their respective covenants and agreements under the Purchase Agreement, (iii) the accuracy of the representations and warranties made by each Accredited Investor that purchases the Series A Notes pursuant to Exempt Resales, as set forth in the letters of representation executed by each of such Accredited Investors in the form of Annex A to the Offering Circular, (iv) your compliance with the offering and transfer procedures and restrictions described in the Offering Circular and (v) the purchasers to whom you initially resell the Notes receive a copy of the Offering Circular prior to such sale, it is not necessary in connection with the offer, sale and delivery of the Series A Notes to the Initial Purchaser as contemplated in the Offering Memorandum and the Purchase Agreement or the initial resale of the Series A Notes by the Initial Purchaser in the manner contemplated by the Purchase Agreement and described in the Offering Circular, to register such sales or resales of the Series A Notes under the Act, and it is not necessary, prior to the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement, to qualify the Indentures under the TIA.  We express no opinion, however, as to when or under what circumstances any Notes initially sold by you may be reoffered or resold.

11.Rule 144A Eligibility.  There are no securities of any of the Issuers or Guarantors registered under the Exchange Act or listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a United States automated inter-dealer quotation system.

12.Rule 144A(d)(4) Information.  The Offering Circular as of its date (except for the financial statements, including the notes thereto, and other financial data included therein or omitted therefrom, as to which we express no opinion), contains the information specified in, and meets the requirements of, Rule 144A(d)(4) under the Act.

13.Investment Company Act.  None of the Issuers or the Guarantors is, and after giving effect to the sale of the Series A Notes in accordance with the Purchase Agreement and the application of the proceeds as described in the Offering Circular under the caption “Use of Proceeds,” none will be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

14.Offering Circular.

(a)Each of the Transaction Documents and the terms of the Notes conform in all material respects to the descriptions thereof contained in the Offering Circular.

(b)The information in the Offering Circular under the headings (i) “Risk Factors—Risks Related to this Offering and the Notes—Value of Collateral Securing the Notes,” (ii) “Risk Factors—Risks Related to this Offering and the Notes—Limited Ability of Holders of Notes to Realize on Collateral,” (iii) “Risk Factors—Risks Related to this Offering and the Notes—Required Regulatory Redemption,” (iv) “Risk Factors— Risks Related to this Offering and the Notes—Fraudulent Transfer,” (v) “Risk Factors—Risks Related to Our Business—Competition,” (vi) “Risk Factors— Risks Related to Our Business—Governmental Regulations” and (vii) “Regulation and Licensing,” has been reviewed by us and, solely to the extent that such statements constitute matters of law, summaries of legal matters, summaries of proceedings, or legal conclusions, such information is correct in all material respects.

15.UCC Opinions.

For purposes of this paragraph 15, the following terms have the following respective meanings:   (i) “Nevada UCC” means the Uniform Commercial Code as in effect on the date hereof in the State of Nevada (without regard to laws referenced in Section 9-201 thereof); and (ii) “Filing Office” means the Office of the Secretary of State of the State of Nevada.

(a)Pursuant to the provisions of the Security Agreement, each Issuer and Guarantor has authorized the filing of the Financing Statement naming such Issuer or Guarantor as debtor for purposes of Section 9-509 of the Nevada UCC.

(b)Each of the Financing Statements includes not only all of the types of information required by Section 9-502(a) of the Nevada UCC but also the types of information without which the Office of the Secretary of State of the State of Nevada may refuse to accept such financing statement pursuant to Section 9-516 of the Nevada UCC.

(c)The security interest of the Trustee will be perfected in each Issuer’s and Guarantor’s rights in all Collateral (as defined in the Security Agreement) upon the later of the attachment of the security interest and the due filing of the Financing Statement naming such Issuer or Guarantor as debtor in the Filing Office to the extent that a security interest may be perfected in the Collateral under the Nevada UCC by the filing of a financing statement in the Filing Office.

16.Real Property Opinions.

(a)The Deeds of Trust create a direct and valid lien on and security interest in all right, title, and interest of such Issuer or Guarantor in and to the Collateral described therein, to secure the secured obligations described therein, for the benefit of the Secured Party and its successors in interest in and to the obligations secured thereby.  Recording of each of the Deeds of Trust in each county in the States of Nevada and Arizona in which an interest in real property Collateral under the Collateral Agreements is located will perfect the lien and security interest created in the real property collateral thereunder.

(b)Upon due execution, delivery and proper recordation or filing of the Deeds of Trust in the Official Records, and payment of all recording fees in connection therewith, the Deeds of Trust will constitute constructive notice to third parties of the lien on the real property

and fixtures described therein.  The Deeds of Trust are in appropriate form for creating a lien and recording in the various Official Records.

(c)Upon the recording of the fixture filings [Deeds of Trust] in the Official Records and the payment of all filing fees related thereto, the security interest in the Collateral constituting the fixtures will be perfected to the extent a security interest in such Collateral constituting fixtures can be perfected by recording fixture filings under the laws of the States of Nevada and Arizona.

(d)No state or local mortgage tax, stamp tax, or other fee, tax, or governmental charge (other than customary per page or per document filing and recording fees imposed by law) is required to be paid in the States of Nevada and Arizona in connection with the execution, delivery, filing, or recording of the applicable Collateral Agreements.

(e)Other than the Deeds of Trust[, Intercreditor Agreement, Assignment of Entitlements, Contracts, Rents and Revenues, Subordination of Lease and Fixture Filings], no other documents need be recorded, registered, or filed, and no other act need be performed to protect and preserve the liens and security interests (and the priority thereof) created by the Deeds of Trust as to any interest of the Issuers or Guarantors in any of the Collateral described therein prior to the maturity date of the indebtedness evidenced by the Indentures.

(f)Please note that, under the laws of the States of Nevada and Arizona, a financing statement filed in the States of Nevada and Arizona is effective for a period of [five] years from the date of filing.  The effectiveness of a filed financing statement may be continued, however, by filing a continuation statement, in the manner prescribed by law, in the office in which the financing statement was originally filed, within [six] months prior to the end of the [five]-year period, and by so filing subsequent continuation statements within [six] months prior to the end of each [five]-year period thereafter.  If the Issuers or Guarantors change their names or identities or if the information in a financing statement otherwise becomes inaccurate or incomplete, an amendment or supplement to the financing statement or the filing of an additional financing statement may be required.

(i)The taking and holding by the Secured Party of the Collateral Agreements and the enforcement of the terms and provisions contained therein will not require The Bank of New York in its capacity as Trustee or Secured Party to qualify to do business or obtain any permit or license in the State of Nevada or Arizona, nor will The Bank of New York in its capacity as Trustee or Secured Party become subject to any fee, charge, or tax imposed by the State of Nevada or Arizona or any political subdivision thereof solely by reason of the transactions contemplated by the Collateral Agreements.  This portion of the opinion is not based upon any single transaction exemption.

(g)The courts of the states in which the real property described in the Deeds of Trust is located should give effect to the governing law provisions in the Deeds of Trust to the extent those provisions specify the application of New York law to the Deeds of Trust (except with respect to the creation of the lien and security interest in the property described therein, and the procedural aspects of the enforcement of remedies, which will be governed by the law of the state where the real property described in the Deeds of Trust is located).

As used in this letter:

(i)“Applicable Agreements” means those agreements or instruments identified in Schedule hereto and that have been identified to us in a certificate from the Chief

Executive Officer or Chief Financial Officer of each of the Issuers as all the agreements and instruments that are material to the business, operations or financial condition of the Issuers and the Guarantors.

(ii)“Applicable Laws” means those laws, rules and regulations of the State of Nevada and the federal laws of the United States of America, in each case, which, in our experience, are normally applicable to transactions of the type contemplated by the Financing Documents, but without our having made any special investigation as to the applicability of any specific law, rule or regulation.  Applicable Laws also includes the laws of the State of Arizona provided, however, that we do not practice Arizona law, and with your permission, we have based our opinions relating to Arizona law solely on the internal laws of the State of Nevada as if the internal laws of the State of Nevada were applicable with respect to the subject matter of such opinions and without any investigation of Arizona law or the differences from Nevada law.

(iii)The phrase “to our knowledge” is defined to mean the actual knowledge of each Primary Lawyer.  “Primary Lawyer” means (a) the lawyer within Kummer Kaempfer Bonner & Renshaw who signs the opinion letter; (b) any lawyer within Kummer Kaempfer Bonner & Renshaw who has active involvement in negotiating the Transaction, preparing documents relating to the Transaction or preparing the opinion letter; (c) any lawyer within Kummer Kaempfer Bonner & Renshaw who has done substantive work for the Issuers and the Guarantors since January 1, 2003; and (d) solely as to information relevant to a particular opinion issue or confirmation regarding a particular factual matter (e.g. pending or threatened legal proceedings), any lawyer within Kummer Kaempfer Bonner & Renshaw who is primarily responsible for providing the response concerning that particular opinion or confirmation.

Negative Assurance.  [The following language will be included in a separate letter addressed to the Initial Purchaser:] In addition, we have participated in conferences with officers and other representatives of the Issuers and the Guarantors, representatives of the Gaming Authorities, representatives of the independent public accountants of the Issuers, representatives of the Initial Purchaser and counsel for the Initial Purchaser at which the contents of the Offering Circular and related matters were discussed.  We do not pass upon, or assume any responsibility for, the accuracy or fairness of the statements contained in the Offering Circular and have made no check or verification thereof, except to the limited extent referred to in paragraph 15 above).  On the basis of the foregoing, no facts came to our attention which lead us to believe that the Offering Circular, as of its date and as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (except that we do not express any view as to the financial statements, schedules and other financial information included in, or excluded from, the Offering Circular).

*  *  *  *  *

This opinion shall follow the recommendations of the TriBar Opinion Committee set forth in their special report on UCC security interest opinions (see, TriBar Opinion Committee, U.C.C. Security Interest Opinions, 49 Bus. Law. 359 (1993)) and in their special report on third-party closing opinions (see, TriBar Opinion Committee, Third-Party “Closing” Opinions, 53 Bus. Law. 592 (1998)) to the extent such recommendations have been adopted by the counsel rendering this opinion, and not the Legal Opinion Accord adopted by the American Bar Association.

The foregoing opinions shall be subject to customary qualifications and assumptions.

Exhibit 9(a)(ix)(B)

Forms of Opinion of Baker & McKenzie

New York Counsel Opinion

Unless otherwise indicated, capitalized terms not defined herein shall have the meanings set forth in the Purchase Agreement.

1.Enforceability.

(a)Indentures.  Each of the Indentures is the legal, valid and binding obligation of each of the Issuers and the Guarantors, enforceable against each of the Issuers and the Guarantors in accordance with its terms.

(b)Registration Rights Agreement.  The Registration Rights Agreement is the legal, valid and binding obligation of each of the Issuers and the Guarantors, enforceable against each of the Issuers and the Guarantors in accordance with its terms.

(c)Series A Notes.  The Series A Notes, when authenticated by the Trustee in the manner provided in the respective Indentures and delivered by the Issuers in the form of Series A Notes attached as Exhibit A to the respective Indentures as reviewed by us against payment therefor, will be legal, valid and binding obligations of each of the Issuers, entitled to the benefits of the respective Indentures and enforceable against each of the Issuers in accordance with their terms.

(d)Series B Notes.  The Series B Notes, when validly executed by the Issuers, authenticated by the Trustee in the manner provided in the respective Indentures, issued by the Issuers and delivered in exchange for the respective Series A Notes in the form of Series B Notes attached as Exhibit A to the respective Indentures as reviewed by us in accordance with the terms of the respective Indentures, the Registration Rights Agreement and the Registered Exchange Offer, will be legal, valid and binding obligations of each of the Issuers, entitled to the benefits of the respective Indentures and enforceable against each of the Issuers in accordance with their terms.

(e)Series A Guarantees.  When the Series A Notes have been issued and authenticated in accordance with the terms of the respective Indentures and delivered to and paid for by the Initial Purchaser in accordance with the terms of the respective Indentures, the Guarantees endorsed on the Series A Notes by each of the Guarantors in the form of Series A Notes attached as Exhibit A to the respective Indentures as reviewed by us will constitute the legal, valid and binding obligation of each such Guarantor, enforceable against each such Guarantor in accordance with its terms.

(f)Series B Guarantees.  When the Series B Notes have been executed, authenticated and delivered in the manner provided for in the respective Indentures and issued upon consummation of the Registered Exchange Offer in the manner provided in the Registration Rights Agreement and the respective Indentures and the Guarantees endorsed thereon have been executed and delivered by each of the Guarantors in the form of Series A Notes attached as Exhibit A to the respective Indentures as reviewed by us, the Guarantees endorsed on the Series B Notes by each of the Guarantors will constitute the legal, valid and binding obligation of each such Guarantor, enforceable against each such Guarantor in accordance with its terms.

(g)Collateral Agreements.

(i)  Each of the New York Collateral Agreements (other than the Parent Pledge Agreements which are addressed in paragraph g(ii) below) is the legal, valid and binding obligation of each of the Issuers and the Guarantors party thereto, enforceable against each of the Issuers and the Guarantors party thereto in accordance with its terms.

(ii)  Each of the Parent Pledge Agreements is the legal, valid and binding obligation of each of the Parent Pledgors party thereto, enforceable against each of the Parent Pledgors party thereto in accordance with its terms. [If requisite gaming approvals not received before Closing:  It is noted for purposes of the opinions set forth in this paragraph g(ii) that the pledges contemplated by the Parent Pledge Agreements shall not become effective until the receipt of the requisite Nevada gaming approvals.]

(h)Intercreditor Agreement.  The Intercreditor Agreement is the legal, valid and binding obligation of each of the Issuers and the Guarantors, enforceable against each of the Issuers and the Guarantors in accordance with its terms.

2.UCC Opinions.

“UCC Collateral” means the Collateral (as defined in the Security Agreement) to the extent the New York UCC governs a security interest in such collateral.

(a)The provisions of the Security Agreement are effective to create a valid security interest in the each Issuer’s and each Guarantor’s rights, title and interests in the UCC Collateral to the extent Article 9 of the New York UCC governs a security interest therein in favor of the Trustee to secure the Secured Obligations (as defined in the Security Agreement), except that the Security Agreement will create a security interest in any such portion of the Collateral which is not now in existence and/or in which the grantor of a security interest therein that is a party to the Security Agreement has no present rights only when such security interest attaches and such grantor acquires rights therein.

(b)Under the New York UCC, upon the later of (i) attachment of the security interest, (ii) the execution and delivery of the Intercreditor Agreement and (iii) the [Collateral Agent] obtaining and continuously maintaining possession of the Possessory Certificates in the State of New York, the security interest of the Trustee in such Possessory Certificates will be perfected pursuant to 8-301(a)(2) and 9-313(a) of the New York UCC.

3.No Conflict.  Provided that, for purposes of the application of Section 5-501.6b of the General Obligations Law of the State of New York, the initial principal balance of the Notes is aggregated and treated as one single loan, then none of the execution or delivery of any of the New York Transaction Documents or the consummation of any of the transactions contemplated thereby will conflict with, violate, constitute a breach of or a default (with the passage of time or otherwise) under any Applicable Laws, or, result in the imposition of a statutory Lien on any assets of or membership interests in or capital stock of the Issuers or the Guarantors under any Applicable Laws (it being understood that any Lien that may be created or governed by any agreement or instrument to which any of the Issuers or Guarantors may be a party is beyond the purview of this opinion).

4.Permits.  None of the execution or delivery of any of the New York Transaction Documents or the consummation of any of the transactions contemplated thereby will require any notice, consents, approvals, authorizations, registrations or other Permits by the Issuers, the Guarantors or the Parent Pledgors under any Applicable Laws except such as may be required for the perfection of any security interests (which we address exclusively in paragraph 2 hereof).

Tax Counsel Opinion

It is our opinion that the discussion set forth in the Offering Memorandum under the caption entitled “Certain United States Federal Income Tax Considerations” constitutes, in all material respects, a fair and accurate summary of the material United States federal income tax consequences to holders who purchase the Notes pursuant to the Offering Memorandum.

The preceding tax opinion is contingent upon the execution of the Issuers representation letter in the form of Exhibit A attached hereto.

*  *  *  *  *

As used in this opinion letter, references to “Applicable Laws” means the laws, rules and regulations of the State of New York.

*  *  *  *  *

This opinion shall follow the recommendations of the TriBar Opinion Committee set forth in their special report on UCC security interest opinions (see, TriBar Opinion Committee, U.C.C. Security Interest Opinions, 49 Bus. Law. 359 (1993)) and in their special report on third-party closing opinions (see, TriBar Opinion Committee, Third-Party “Closing” Opinions, 53 Bus. Law. 592 (1998)) to the extent such recommendations have been adopted by the counsel rendering this opinion, and not the Legal Opinion Accord adopted by the American Bar Association.

The foregoing opinions shall be subject to customary qualifications and assumptions.

Exhibit A

Form of Representation Letter from the Issuers Chief Financial Officer to Baker & McKenzie

Unless otherwise indicated, capitalized terms not defined herein shall have the meanings set forth in the Transaction Documents.

A.Representations.  After consulting with (i) counsel regarding the meaning of and factual support for the following representations and (ii) personnel having knowledge pertinent to the following, on behalf of the Companies and their respective subsidiaries, the undersigned hereby certify and represent that the following are true and correct as of the date of the execution hereof:

1.I have reviewed the factual statements and representations set forth in the Transaction Documents, as defined above, and the factual statements and representations therein are true, correct and complete in all material respects.

2.The Notes will be issued, paid, and redeemed, as applicable, in accordance with the terms and conditions of the Transaction Documents and none of the material terms and conditions in the Transaction Documents have been or are contemplated to be waived, modified, or deleted.

3.The Total Transaction Value of $188.3 million reflected on the Jeffries Summary was reached by arm’s-length negotiations between Robert R. Black, Sr. and the selling shareholders of the Companies.

4.On or before the issuance of the Notes, the Companies will receive additional contributed equity capital in the amount of $16 million.

5.The 2004E Adjusted EBITDA of $23 million reflected in the Jeffries Summary is the Companies’ best estimate of the fiscal performance for 2004.

6.On the date of issuance of the Notes, the value of the equity interests in the Companies owned by Robert R. Black, Sr., his affiliates and a minority owner is at least $28.9 million.

7.The financial data reflected on the Jeffries Summary was provided by the Companies to the Initial Purchaser in connection with the issuance of the Notes, and is true and accurate.

8.On the date of issuance of the Notes, the likelihood that the Companies will pay a Liquidated Damages Amount during the term of the Notes is “remote”.  For the purpose of this representation, “remote” means a probability of five percent (5%) or less.

B.Reliance by You in Rendering the Opinion; Limitations on the Opinion.

The undersigned recognize that (i) the Opinion will be based on the representations set forth herein, and on the statements contained in the Opinion and any attachments thereto, and (ii) the Opinion will be subject to certain limitations and qualifications including that it may not be relied upon if any such representations are not accurate in all material respects.

EX-2.11

Exhibit 2.11

VIRGIN RIVER CASINO CORPORATION
RBG, LLC
B & BB, INC.
CASABLANCA RESORTS, LLC
OASIS INTERVAL OWNERSHIP LLC
OASIS RECREATIONAL PROPERTIES, INC.
OASIS INTERVAL MANAGEMENT LLC
(as Grantors)

SENIOR SECURED NOTE
SECURITY AGREEMENT

Dated as of December 20, 2004

THE BANK OF NEW YORK TRUST COMPANY, N.A.
(as Collateral Agent)

TABLE OF CONTENTS

SECTION 1	DEFINITIONS AND INTERPRETATION	1
1.1	Definitions	1
1.2	Interpretation	5
SECTION 2	GRANT OF SECURITY, SECURED OBLIGATIONS, AND RELATED PROVISIONS	5
2.1	Grant of Security	5
2.2	Secured Obligations	6
2.3	Continuing Liability Under Collateral	6
2.4	Continuing Security Interest	7
SECTION 3	REPRESENTATIONS AND WARRANTIES	7
3.1	Title; Accurate Information	7
3.2	Organizational Matters	7
3.3	Authority and Enforceability	7
3.4	Third-Party Authorizations and Approvals	7
3.5	Attachment and Perfection	8
3.6	No Encumbrances	8
3.7	Accounts	8
3.8	Deposit Accounts	8
3.9	Investment Property.	8
3.10	Intellectual Property	9
3.11	Commercial Tort Claims	9
SECTION 4	COVENANTS AND AGREEMENTS	9
4.1	Encumbrances	9
4.2	Use of Collateral	9
4.3	Taxes and Claims	10
4.4	Materially Adverse Changes	10
4.5	Inventory	10
4.6	Bailees; Landlords	10
4.7	Accounts	10
4.8	Limitations on Issuers of Pledged Capital Stock	10
4.9	Deposit Accounts and Securities Accounts.	11
4.10	After-Acquired Collateral	11
4.11	Certain Proceeds	11
4.12	Certain Non-U.S. Collateral	11
4.13	Certificated Collateral	12
4.14	Voting and Distributions	12
4.15	Intellectual Property	12
4.16	Commercial Tort Claims	13
4.17	Insurance	13
4.18	Additional Grantors	13
4.19	Further Assurances	13
SECTION 5	REMEDIES	14
5.1	Generally	14
5.2	Sale of Collateral	14

i

5.3	Marshalling; Payments Set Aside	15
5.4	Application of Proceeds	15
5.5	Accounts	16
5.6	Investment Property.	16
5.7	Deposit Accounts	17
5.8	Intellectual Property.	17
5.9	Cash Proceeds	18
5.10	Certain Rights Respecting Contracts	18
SECTION 6	RIGHTS AND OBLIGATIONS OF COLLATERAL AGENT	19
6.1	Appointment, Resignation and Removal	19
6.2	Standard of Care; Collateral Agent May Perform	19
6.3	Attorney-In-Fact	19
6.4	Access; Right of Inspection	20
6.5	Authorizations	21
6.6	Expenses	21
6.7	Indemnity	21
6.8	Release of Collateral	22
SECTION 7	MISCELLANEOUS	22
7.1	Notices	22
7.2	Amendment and Waivers	22
7.3	No Waiver; Remedies Cumulative	22
7.4	Successors and Assigns	22
7.5	Independence of Covenants	22
7.6	Survival of Representations, Warranties and Agreements	23
7.7	Severability	23
7.8	Governing Law	23
7.9	Counterparts	23
7.10	Effectiveness	23
7.11	Entire Agreement	23
7.12	Limitation on Collateral Agent’s Liability	23
7.13	Rights and Obligations Subject to Intercreditor	24
SCHEDULES
3.2	Organizational Matters
3.5	UCC Filing Offices
3.8	Deposit Accounts
3.9	Investment Property
3.10	Intellectual Property
3.11	Commercial Tort Claims
7.1	Addresses for Notices; Contact Information
EXHIBITS
A	Security Agreement Supplement

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This SENIOR SECURED NOTE SECURITY AGREEMENT, dated as of December 20, 2004 (this “Agreement”), is among (i) Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BB, Inc., a Nevada corporation (“B&BB”, and collectively with Virgin River and RBG, the “Issuers”), (ii) Casablanca Resorts, LLC, a Nevada limited-liability company, Oasis Interval Ownership LLC, a Nevada limited-liability company, Oasis Recreational Properties, Inc., a Nevada corporation, and Oasis Interval Management LLC, a Nevada limited-liability company (the “Subsidiary Grantors”), (iii) each Additional Grantor that from time to time becomes a party by executing a Security Agreement Supplement (together with the Issuers and the Subsidiary Grantors, the “Grantors”), and (iv) The Bank of New York Trust Company, N.A., as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”).

RECITALS

WHEREAS, reference is made to that certain Senior Secured Note Indenture, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), by and among the Grantors and The Bank of New York Trust Company, N.A., as trustee (in such capacity, the “Trustee”) and Collateral Agent; and

WHEREAS, in consideration of the extension of credit set forth in the Indenture, each Grantor has agreed to secure all obligations under the Indenture and the 9.00% Senior Secured Notes due 2012 (the “Notes”) issued in connection therewith.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, each Grantor and the Collateral Agent agree as follows, intending to be legally bound:

SECTION 1DEFINITIONS AND INTERPRETATION

1.1Definitions.  Undefined capitalized terms used herein have the meanings assigned to them in the Indenture, or, if not defined therein, in the UCC.  The following terms have the meanings assigned to them in Article 9 of the UCC:  “Account,” “Account Debtor,” “Authenticate,” “Cash Proceeds,” “Chattel Paper,” “Commercial Tort Claim,” “Deposit Account,” “Document,” “Equipment,” “Fixtures,” “General Intangible,” “Goods,” “Instruments,” “Inventory,” “Letter-of-Credit Right,” “Proceeds,” “Record,” and “Supporting Obligation.”

In addition to the foregoing terms and the terms defined in the preamble and recitals hereto, in this Agreement:

“Additional Grantors” has the meaning set forth in Section 4.18.

“Collateral” has the meaning set forth in Section 2.1.

“Collateral Agreements” means this Agreement and all other instruments, documents and agreements delivered by any of the parties to the Indenture Documents pursuant to this Agreement or any other Indenture Document to grant or perfect a Lien in favor of the Collateral Agent on any real, personal or mixed property of such party as security for the Secured Obligations.

“Collateral Records” means books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer

printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereon.

“Collateral Support” means all property (real or personal) assigned, hypothecated or otherwise securing any Collateral and includes any security agreement or other agreement granting a lien or security interest in such real or personal property.

“Copyrights” means all United States, state and foreign copyrights, including copyrights in software and databases, and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, and, with respect to the foregoing, (i) all registrations and applications therefor, (ii) all extensions and renewals thereof, (iii) all rights corresponding thereto throughout the world, (iv) all rights to sue for past, present and future infringements thereof, (v) all licenses, claims, damages and proceeds of suit arising therefrom, and (vi) all payments and rights to payments arising out of the sale, lease, license, assignment, or other disposition thereof.

“Credit Agreement” means the Loan Agreement, dated as of the date hereof, among the Grantors and Wells Fargo Foothill, as amended, restated, refinanced, supplemented or otherwise modified from time to time.

“Ella Kay Land” means the unimproved real property consisting of approximately 34.4 acres, which is owned in fee by RBG and is located southwest of the CasaBlanca Golf Course.

“Excluded Assets” means:

(a)all Non-Operating Real Property;

(b)assets securing FF&E Financing, Purchase Money Indebtedness or Capitalized Lease Obligations permitted to be incurred under the Indenture;

(c)leasehold estates in real property existing on the Issue Date and any additional leasehold estates in real property acquired by the Issuers or the Subsidiaries after the Issue Date, unless the Trustee, as collateral agent (upon request of the Holders of a majority of the outstanding Notes), in its reasonable discretion requests that the Issuers provide the Trustee, as collateral agent, with a lien upon and security interest in such leasehold estate so that such leasehold estate shall become additional Collateral (and in the Collateral Agreements the Issuers will agree to notify the Trustee of the acquisition by it or any of the Subsidiaries of any leasehold estate in real property);

(d)any leases, permits, licenses (including without limitation Gaming Licenses) or other contracts or agreements or other assets or property to the extent that a grant of a Lien thereon under the Collateral Agreements (i) is prohibited by law or would constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of the grantor therein pursuant to the applicable law, or (ii) would require the consent of third parties and such consent has not been obtained after the Issuers have used commercially reasonable efforts to try to obtain such consent, or (iii) other than as a result of requiring a consent of third parties that has not been obtained, would result in a breach of the provisions thereof, or constitute a default under or result in a termination of, such lease,

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permit, license, contract or agreement (other than to the extent that any such provisions thereof would be rendered ineffective pursuant to Section 9-406, 9-407 or 9-408 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction (the “Applicable UCC”) or any other applicable law); provided, that, immediately upon the uneffectiveness, lapse or termination of such prohibition, the provisions that would be so breached or such breach, default or termination or immediately upon the obtaining of any such consent, the Excluded Assets shall not include, and the Issuers or the applicable Guarantor, as the case may be, shall be deemed to have granted a security interest in, all such leases, permits, licenses, other contracts and agreements and such other assets and property as if such prohibition, the provisions that would be so breached or such breach, default or termination had never been in effect and as if such consent had not been required;

(e)cash and Cash Equivalents to the extent that a Lien thereon may not be perfected through the filing of an Applicable UCC financing statement or that, after the Issuers have used commercially reasonable efforts, the Issuers are unable to cause the Trustee to obtain “control” (as defined in the Applicable UCC) for the benefit of the Holders; and

(f)any Capital Stock of an Excluded Foreign Subsidiary, if any, other than a pledge of 65% of the Voting Equity Interests of such Excluded Foreign Subsidiary held directly by the Issuers or any domestic Subsidiary, 100% of the nonvoting Equity Interests of such Excluded Foreign Subsidiary held directly by the Issuers or any domestic Subsidiary and 100% of any intercompany Indebtedness owed by such Excluded Foreign Subsidiary to any of the Issuers or any of the Guarantors.

“Indemnitee” means any of the Collateral Agent and its Affiliates’ officers, partners, directors, trustees, employees and agents.

“Indenture Document” means any of the Indenture, the Notes, the Guarantees, the Collateral Agreements, and any other agreement, document or instrument entered into or issued in connection with any of the foregoing.

“Insurance” means (i) all insurance policies covering any portion of the Collateral (regardless of whether the Collateral Agent is the loss payee thereof) and (ii) any key man life insurance policies.

“Intellectual Property” means, collectively, any Grantor’s Copyrights, Patents, Trademarks, and Trade Secrets, and any agreement granting any right in, to or under Copyrights, Patents, Trademarks or Trade Secrets, where such Grantor is licensee or licensor under such agreement.

“Intercreditor” means that certain Intercreditor Agreement, dated as of the date hereof, among the Collateral Agent and Wells Fargo Foothill (and acknowledged by the Grantors), as amended, restated, supplemented or otherwise modified from time to time.

“Investment Property” has the meaning assigned to the term “investment property” in Article 9 of the UCC, and also means Instruments, Pledged Debt, and Pledged Capital Stock.

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“IP Security Agreement” means an IP Security Agreement, in form and substance reasonably satisfactory to the Collateral Agent.

“Land Behind Mesquite Star” means the unimproved real property consisting of approximately 24.45 acres, which is owned in fee by Virgin River and is located to the southwest and west of the Virgin River Convention Center, formerly known as the “Mesquite Star Hotel & Casino.”

“Non-Operating Real Property” means: (a) the land-based facilities and related amenities comprising the Oasis Recreational Facility, including without limitation all leased property related thereto; and (b) all owned real property and leasehold interests in the Land Behind Mesquite Star, the Ella Kay Land and the Truck Parking and all additions and improvements to such real property.

“Oasis Recreational Facility” means the improved real property consisting of approximately 349.51 acres, which is owned in fee by Oasis Recreational Properties, Inc. and is located to the east of the Palms Golf Course. We operate a gun club and lease a riding facility and motocross to third parties on the Oasis Recreational Facility.

“Patents” means all United States and foreign patents and certificates of invention, or similar industrial property rights, (i) all applications therefore, (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (ii) all rights corresponding thereto throughout the world, (ii) all inventions and improvements described therein, (iv) all rights to sue for past, present and future infringements thereof, (v) all licenses, claims, damages, and proceeds of suit arising therefrom, and (v) all payments and rights to payments arising out of the sale, lease, license, assignment, or other disposition thereof.

“Pledged Debt” means, with respect to any Grantor, Indebtedness for borrowed money owed to such Grantor, whether or not evidenced by any instrument or promissory note, all monetary obligations owing to such Grantor from any other Person, the Instruments evidencing any of the foregoing, and all interest, cash, Instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any of the foregoing.

“Pledged Capital Stock” means, with respect to any Grantor, the Capital Stock of any other Person owned by such Grantor, and the certificates, if any, representing such Capital Stock and any interest of such Grantor in the entries on the books of the Person issuing such Capital Stock or on the books of any securities intermediary pertaining to such Capital Stock, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any such Capital Stock, and any other warrant, right or option to acquire any of the foregoing.

“Secured Obligations” means “Obligations” (as defined in the Indenture) under the Indenture, the Notes, the Guarantees and the Registration Rights Agreement, and also means all interest that, but for the filing of a petition in bankruptcy with respect to any Grantor, would have accrued on any Obligation, whether or not a claim is allowed against such Grantor for such interest in the related bankruptcy proceeding).

“Secured Parties” means the Trustee, the Collateral Agent, the Holders, and any future party to which Secured Obligations are owed under the Indenture Documents.

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“Security Agreement Supplement” means a supplement to this agreement substantially in the form of Exhibit A, whereby an Additional Grantor becomes a party hereto.

“Trade Secrets” means all trade secrets and all other confidential or proprietary information and know-how, whether or not reduced to a writing or other tangible form, including with respect to the foregoing, (i) all documents and things embodying or incorporating the foregoing, (ii) all rights to sue for past, present and future infringement thereof, and (iii) all licenses, claims, damages, and proceeds of suit arising therefrom, and (iv) all payments and rights to payments arising out of the sale, lease, license, assignment, or other dispositions thereof.

“Trademarks” means all United States, state and foreign trademarks, service marks, certification marks, collective marks, trade names, corporate names, d/b/as, business names, fictitious business names, Internet domain names, trade styles, logos, other source or business identifiers, designs and General Intangibles of a like nature, rights of publicity and privacy pertaining to the names, likeness, signature and biographical data of natural persons, and, with respect to the foregoing, (i) all registrations and applications therefor, (ii) the goodwill of the business symbolized thereby, (iii) all rights corresponding thereto throughout the world, (iv) all rights to sue for past, present and future infringement or dilution thereof or for any injury to goodwill, (v) all licenses, claims, damages, and proceeds of suit arising therefrom, and (vi) all payments and rights to payments arising out of the sale, lease, license assignment or other disposition thereof.

“Truck Parking” means the improved real property consisting of approximately 4.61 acres (7.73 acres at such time as the truck parking land owned by Rock Springs is deeded to Virgin River Casino Corporation, which is scheduled to occur before the Issue Date) on which truck parking for Virgin River is located. The Truck Parking is owned in fee by Virgin River and is situated to the east of the Virgin River Casino.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if by reason of mandatory provisions of law, the perfection or the effect of perfection or nonperfection of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” also means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or nonperfection.

1.2Interpretation.  Unless otherwise specifically provided, references to “Sections,” “Exhibits” and “Schedules” are to sections, exhibits and schedules, as the case may be, of this Agreement.  Section headings in this Agreement are included for convenience only and do not constitute a part of this Agreement for any other purpose or be given any substantive effect.  Unless the context otherwise requires, defined terms may be used in the singular or the plural.  The use of the word “include” or any derivative thereof is not limiting or restrictive.  If any conflict or inconsistency exists between this Agreement and the Indenture, the Indenture governs.  All references to provisions of the UCC include all successor provisions under any subsequent version or amendment to any Article of the UCC.

SECTION 2GRANT OF SECURITY, SECURED OBLIGATIONS, AND RELATED PROVISIONS

2.1Grant of Security.  Each 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 right, title and interest in, to and under all personal property of such Grantor (except for

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the Excluded Assets), including the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the “Collateral”):

(i)all Accounts,

(ii)all Chattel Paper,

(iii)all Commercial Tort Claims,

(iv)all Deposit Accounts (and any money, cash or cash equivalents, checks or other property credited thereto),

(v)all Documents,

(vi)all General Intangibles,

(vii)all Goods (including all Equipment, Fixtures (but specifically excluding FF&E securing the FF&E Financing), and Inventory),

(viii)all Insurance,

(ix)all Investment Property (including the Investment Property listed on Schedule 3.9),

(x)all Intellectual Property (including the Intellectual Property listed on Schedule 3.10),

(xi)all Letter-of-Credit Rights, and

(xii)to the extent not otherwise included above, all tangible and intangible personal property, and all Collateral Records, Collateral Support, Records, Supporting Obligations, Proceeds, products, accessions, rents and profits of or relating to any of the foregoing.

2.2Secured Obligations.  This Agreement secures, and the Collateral is collateral security for, the prompt and complete payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise including the payment of amounts that would become due but for the operation of the automatic stay under the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provision thereof), of all the Secured Obligations.

2.3Continuing Liability Under Collateral.  Notwithstanding anything herein to the contrary, (a) each Grantor remains liable for its obligations under the Collateral and nothing contained herein is intended to or constitutes a delegation of duties to the Collateral Agent or any Secured Party, (b) each Grantor remains liable under each of the agreements to which it is a party included in the Collateral, including any agreements relating to any Investment Property, to perform all of the obligations undertaken by it thereunder in accordance with and pursuant to the terms and provisions thereof, and neither the Collateral Agent nor any Secured Party has any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto, and neither the Collateral Agent nor any Secured Party has any obligation to make any inquiry as to the nature or sufficiency of any

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payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any Investment Property, and (c) the exercise by the Collateral Agent of any of its rights hereunder will not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral.

2.4Continuing Security Interest.  This Agreement creates a continuing security interest in the Collateral and will remain in full force and effect until the payment in full of all of the Secured Obligations, be binding on each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns.  Upon the payment in full of all of the Secured Obligations, the security interest granted hereby will terminate and all rights to the Collateral will revert and be deemed reassigned to the Grantors.  Upon any such termination, the Collateral Agent will, at the Grantors’ request and expense, execute and deliver to Grantors such documents as the Grantors will reasonably request to evidence such termination reversions or reassignment, without recourse, representation, or warranty of any kind.

SECTION 3REPRESENTATIONS AND WARRANTIES

Each Grantor hereby represents and warrants as follows:

3.1Title; Accurate Information.  Each Grantor owns the Collateral purported to be owned by it or otherwise has the rights it purports to have in each item of Collateral and, as to all Collateral whether now existing or hereafter acquired, will continue to own or have such rights in each item of Collateral, in each case free and clear of all Liens, rights or claims of any Person, other than Permitted Liens.  All information supplied by or on behalf of any of the Grantors with respect to any of the Collateral (in each case taken as a whole with respect to any particular Collateral) is accurate and complete in all material respects.

3.2Organizational Matters.  Each Grantor is duly organized and validly existing under the laws of the jurisdiction of its organization and has not filed any certificates of domestication, transfer or continuance in any other jurisdiction.  The full legal name of each Grantor is set forth on Schedule 3.2, and such Grantor has not done in the last five years, and does not do, business under any other name (including any trade-name or fictitious business name) except for those names set forth on such schedule.  Each Grantor has further indicated on Schedule 3.2 the type of organization of such Grantor, its mailing address, its jurisdiction of organization, and its organizational identification number.  Except as provided on Schedule 3.2, it has not changed its name or jurisdiction of organization, or its corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) within the past five years.

3.3Authority and Enforceability.  Each Grantor has all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder, and has duly executed and delivered this Agreement.  This Agreement and each other document, statement, or instrument relating hereto, when executed and delivered by the Grantors, will constitute legal, valid and binding obligations of each Grantor, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and general principles of equity.

3.4Third-Party Authorizations and Approvals.  No authorization, approval or other action by, and no notice to or filing, registration or recording with, any governmental authority or regulatory body (in each case that has not been obtained as of the date

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hereof) is required for either (i) the grant by each Grantor of the Liens purported to be created in favor of the Collateral Agent hereunder, or (ii) the exercise by the Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except for the filings contemplated hereunder, as may be required in connection with the disposition of any Investment Property, and as may be required under federal laws pertaining to Intellectual Property.

3.5Attachment and Perfection.  This Agreement is effective to create a valid and continuing security interest in all of the Collateral in favor of the Collateral Agent for the benefit of the Secured Parties.  With respect to each Grantor, upon the filing of all UCC financing statements describing the Collateral and naming such Grantor as debtor and the Collateral Agent as secured party in the filing offices set forth opposite such Grantor’s name on Schedule 3.5, the security interests granted to the Collateral Agent hereunder will constitute perfected Liens with respect to that portion of the Collateral on which a Lien can be perfected by such methods, subject in the case of priority only to Permitted Liens.

3.6No Encumbrances.  No effective UCC financing statement, fixture filing or other instrument similar in effect under any applicable law covering all or any part of the Collateral is on file in any filing or recording office except for (x) financing statements for which proper termination statements have been delivered to the Collateral Agent and (y) financing statements, fixture filings and other instruments similar in effect filed in connection with Permitted Liens.

3.7Accounts.  Each Account is the legal, valid and binding obligation of the Account Debtor in respect thereof, representing an unsatisfied obligation of such Account Debtor, is enforceable in accordance with its terms, to the knowledge of the applicable Grantor, is not subject to any set-offs, defenses, taxes, or counterclaims (except with respect to refunds, returns and allowances in the ordinary course of business with respect to damaged merchandise), and is in compliance in all material respects with all applicable laws, whether federal, state, local or foreign.

3.8Deposit Accounts.  Schedule 3.8 sets forth under the heading “Deposit Accounts” all of the Deposit Accounts in which the Grantors have an interest and each Grantor listed thereunder is the sole account holder of the Deposit Accounts listed next to its name.  No such Grantor has consented to or is otherwise aware of, any Person (other than the Collateral Agent or Wells Fargo Foothill (or its successor or assign)) having either sole dominion and control (within the meaning of common law) or “control” (within the meaning of Section 9-104 of the UCC) over, or any other interest in, any such Deposit Account or any money or other property deposited therein.

3.9Investment Property.

(a)Pledged Capital Stock.  Schedule 3.9 sets forth under the heading “Pledged Capital Stock” all of the Pledged Capital Stock owned by the Grantors and such Pledged Capital Stock constitutes the percentage of issued and outstanding Capital Stock of the respective issuers thereof indicated on such schedule.  Each Grantor listed thereunder is the record and beneficial owner of such Pledged Capital Stock listed next to its name on such schedule, free and clear of all Liens, rights or claims of any Person, other than Permitted Liens, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, such Pledged Capital Stock.

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(b)Pledged Debt.  Schedule 3.9 sets forth under the heading “Pledged Debt” all of the Pledged Debt owned by the Grantors and all of such Pledged Debt has been duly authorized, Authenticated or issued, and delivered, is the legal, valid and binding obligation of the issuers thereof, and is not in default, and Schedule 3.9 includes all of the issued and outstanding intercompany Indebtedness evidenced by an Instrument or certificated security of the respective issuers thereof owing to the Grantors.

(c)Securities Accounts.  Schedule 3.9 sets forth under the heading “Securities Accounts,” all of the Securities Accounts in which any Grantor has an interest.  Such Grantor is the sole entitlement holder of each such Securities Account, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Collateral Agent or Wells Fargo Foothill (or its successor or assign)) having “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over, or any other interest in, any such Securities Account or any securities or other property credited thereto.

3.10Intellectual Property.  Schedule 3.10 sets forth a true and complete list of all United States, state and foreign registrations of and applications for Patents, Trademarks, and Copyrights owned by each Grantor.  With respect to each Grantor listed on Schedule 3.10, such Grantor (i) is the sole and exclusive owner of the entire right, title, and interest in and to all Intellectual Property on Schedule 3.10, and (ii) owns or has the right to use all other Intellectual Property used in the conduct of its business free and clear of all Liens, claims, encumbrances, and material licenses granted by such Grantor, in each case except for Permitted Liens and such licenses set forth on Schedule 3.10.  To each Grantor’s knowledge, the conduct of such Grantor’s business does not infringe on any Trademark, Patent, Copyright, Trade Secret or other intellectual property right of any third party; no claim is pending, or to such Grantor’s knowledge, threatened or has been made that the conduct of such Grantor’s business or the use of any Intellectual Property owned or used by such Grantor violates the intellectual property rights of any third party.  There is no effective financing statement or other document or instrument now executed, or on file or recorded in any public office, granting a security interest in or otherwise encumbering any part of the Intellectual Property owned by any Grantor, other than in favor of the Collateral Agent or Wells Fargo Foothill (or its successor or assign).

3.11Commercial Tort Claims.  Schedule 3.11 sets forth all Commercial Tort Claims of the Grantors.

SECTION 4COVENANTS AND AGREEMENTS

Each Grantor hereby covenants and agrees as follows:

4.1Encumbrances.  Except for the security interest created by this Agreement, no Grantor will create or suffer to exist any Lien on or with respect to any of the Collateral, except Permitted Liens, and such Grantor will defend the Collateral against all Persons at any time claiming any such interest therein.

4.2Use of Collateral.  Except where any such actions, individually or in the aggregate, would not have a material adverse effect on the Collateral as a whole, no Grantor will produce, use or permit any Collateral to be used in violation of any provision of this Agreement, or to be knowingly used unlawfully or in violation of any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral.

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4.3Taxes and Claims.  Each Grantor will promptly pay when due all property and other taxes, assessments and governmental charges or levies imposed on, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent the validity thereof is being contested in good faith; provided that, such Grantor will in any event pay such taxes, assessments, charges, levies or claims not later than five days prior to the date of any proposed sale under any judgment, writ or warrant of attachment entered or filed against such Grantor or any of the Collateral as a result of the failure to make such payment.

4.4Materially Adverse Changes.  Upon any Grantor or any officer of any Grantor obtaining knowledge thereof, such Grantor will promptly notify the Collateral Agent in writing of any event that may materially adversely affect the value of the Collateral, the ability of any Grantor or the Collateral Agent to dispose of the Collateral or any portion thereof, or the rights and remedies of the Collateral Agent in relation thereto, including the levy of any legal process against the Collateral or any portion thereof.  Subject to the Intercreditor, no Grantor will take or permit any action that could impair the Collateral Agent’s rights in the Collateral.  No Grantor will sell, transfer or assign (by operation of law or otherwise) any Collateral except as permitted under the Indenture and the Intercreditor.

4.5Inventory.  Each applicable Grantor will keep correct and accurate records of its Inventory as are customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP.

4.6Bailees; Landlords.  If material Equipment or Inventory is in possession or control of any third party, including any warehouseman, bailee or agent, the applicable Grantor will notify the third party of the Collateral Agent’s security interest and will use commercially reasonable efforts to obtain an Authenticated acknowledgment from such third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent.  With respect to any material Collateral located on real property that is not owned by any Grantor, the applicable Grantor will use commercially reasonable efforts to obtain and deliver to the Collateral Agent a landlord waiver in form and substance reasonably satisfactory to the Collateral Agent.

4.7Accounts.  Except as otherwise provided in this Section 4.7, each Grantor will continue to collect all amounts due or to become due to such Grantor under the Accounts and any Supporting Obligation and, in the exercise of its reasonable business judgment, diligently exercise each material right it may have under any Account, Supporting Obligation or Collateral Support.  Upon the occurrence and during the continuance of an Event of Default, at such Grantor’s expense and in connection with the foregoing collections and exercises, such Grantor will take such action as the Collateral Agent may deem necessary or advisable.  Notwithstanding the foregoing, the Collateral Agent will have the right at any time, subject to the Intercreditor, to notify or require any Grantor to notify any Account Debtor of the Collateral Agent’s security interest in the Accounts and any Supporting Obligation.

4.8Limitations on Issuers of Pledged Capital Stock.  Without the prior written consent of the Collateral Agent, no Grantor will permit any issuer of any Pledged Capital Stock to merge or consolidate, unless (i) such merger or consolidation is permitted under the Indenture, (ii) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (iii) all the outstanding Capital Stock of the surviving or resulting Person that is owned by such Grantor (except any such Capital Stock constituting Excluded Assets) is, upon such merger or consolidation, pledged hereunder.

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4.9Deposit Accounts and Securities Accounts.

(a)With respect to any Investment Property consisting of Securities Accounts or Securities Entitlements having a value (with respect to each such account) in excess of $100,000, each Grantor will, subject to the Intercreditor, cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement reasonably acceptable to the Collateral Agent pursuant to which, upon the occurrence and during the continuance of an Event of Default, it will agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor or any other Person.  With respect to each Deposit Account (subject to Section 4.9(b)), such Grantor will, subject to the Intercreditor, cause the depositary institution maintaining such account to enter into an agreement reasonably acceptable to the Collateral Agent, pursuant to which, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent will have “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account.

(b)Deposit Accounts may be maintained at any bank without having to obtain a control agreement as provided in the foregoing Section 4.9(a) so long as the balances of such Deposit Accounts are used exclusively for (i) petty cash needs, or (ii) employee payroll, employee benefits, or taxes.  All control agreements required pursuant to this Section 4.9 shall be effective with respect to the applicable Deposit Accounts within 30 days after the date hereof or after the date established, if later.

4.10After-Acquired Collateral.  Subject to the Intercreditor, if any Grantor acquires rights in any Investment Property, Letter-of-Credit Rights or Deposit Accounts after the date hereof, such Grantor will deliver to the Collateral Agent a completed Security Agreement Supplement, together with all supplements to schedules thereto, reflecting such newly acquired rights.  Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent will attach to all after-acquired property immediately upon any Grantor’s acquisition of rights therein and will not be affected by the failure of any Grantor to deliver a Security Agreement Supplement as required hereby.

4.11Certain Proceeds.  Except as provided in the next sentence, in the event any Grantor receives any dividends, interest or distributions on any Investment Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Proceeds, then (a) such dividends, interest or distributions and securities or other property will be included in the definition of Collateral without further action, and (b) subject to the Intercreditor, such Grantor will immediately take all steps, if any, reasonably necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Proceeds (including delivery thereof to the Collateral Agent) and pending any such action such Grantor will be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and will be segregated from all other property of such Grantor.  Notwithstanding the foregoing, so long as no Event of Default will have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of principal and interest.

4.12Certain Non-U.S. Collateral.  If any issuer of any Investment Property is located in a jurisdiction outside of the United States, the applicable Grantor will, to the extent commercially reasonable as mutually determined by the Collateral Agent and with such Grantor, take such additional actions, including causing the issuer to register the grant of security

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hereunder on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent, subject to the Intercreditor.  Upon the occurrence and continuation of an Event of Default, the Collateral Agent will have the right, subject to the Intercreditor and without notice to any Grantor, to transfer all or any portion of such Collateral to its name or the name of its nominee or agent.  In addition, the Collateral Agent will have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any of such Collateral for certificates or instruments of smaller or larger denominations.

4.13Certificated Collateral.  With respect to any Collateral that is represented by a certificate or that is an Instrument (other than any such Collateral credited to a Securities Account) and subject to the Intercreditor, the applicable Grantor will cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC.  With respect to any such Collateral that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account) and subject to the Intercreditor, the applicable Grantor will cause the issuer of such uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement reasonably acceptable to the Collateral Agent, pursuant to which, upon the occurrence and continuation of an Event of Default, such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor or any other Person.

4.14Voting and Distributions.  So long as no Event of Default has occurred and is continuing, (a) except as otherwise provided under the covenants and agreements relating to Investment Property in this Agreement or elsewhere herein or in the Indenture, each Grantor will be entitled to exercise or refrain from exercising its voting and other consensual rights pertaining to such Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement, the Indenture and the Intercreditor; provided that, no Grantor will exercise or refrain from exercising any such right if such action would have a material adverse effect on the value of such Collateral; and (b) the Collateral Agent will promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent that it is entitled to exercise pursuant to clause (a) above.

4.15Intellectual Property.  Each Grantor will promptly report to the Collateral Agent all of the following:  (i) the filing by such Grantor or on its behalf of any application to register any Intellectual Property owned by such Grantor in whole or in part with the United States Patent and Trademark Office, the United States Copyright Office, or any foreign counterpart of the foregoing, (ii) the registration of any Intellectual Property owned by such Grantor in whole or in part by any such office, and (iii) the acquisition by such Grantor of any issued Patent, or application or registration of any other Patent, Copyright, Trademark, or Trade Secret.  In each event, such Grantor will execute and deliver to the Collateral Agent a completed Security Agreement Supplement, together with all supplements to schedules thereto, and, if requested, signed counterparts of an IP Security Agreement, as applicable, or any other agreement reasonably acceptable to the Collateral Agent having the same operative effect, together with all supplements to the schedules thereto.

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4.16Commercial Tort Claims.  With respect to all Commercial Tort Claims hereafter arising, each Grantor will deliver to the Collateral Agent a completed Security Agreement Supplement, together with all supplements to schedules thereto, identifying such new Commercial Tort Claims.

4.17Insurance.  Each Grantor will maintain, with financially sound and reputable companies, insurance policies (i) insuring the Inventory and Equipment against loss by fire, explosion, theft and such other casualties as may be reasonably satisfactory to the Collateral Agent, and (ii) insuring such Grantor and the Collateral Agent against liability for personal injury and property damage relating to such Inventory and Equipment, such policies to be in such amounts and covering such risks as is commercially reasonable and prudent with respect to the business and properties of the Grantors and that are usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Grantors operate.  All such insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof will be effective until at least 30 days after notice to the Collateral Agent thereof, (ii) name the Collateral Agent as an additional insured party or loss payee, as its interests may appear, and, (iii) if reasonably requested by the Collateral Agent, include a breach of warranty clause.

4.18Additional Grantors.  From time to time subsequent to the date hereof, additional Persons may become parties hereto as additional grantors (each, an “Additional Grantor”) by executing a Security Agreement Supplement, together with all supplements to schedules thereto.  Upon delivery of any such Security Agreement Supplement to the Collateral Agent, notice of which is hereby waived by each of the Grantors, each Additional Grantor will be a grantor and will be as fully a party hereto as if such Additional Grantor were an original signatory hereto.  Each Grantor expressly agrees that its obligations arising hereunder will not be affected or diminished by the addition or release of any other Grantor, nor by any election of the Collateral Agent not to cause any subsidiary of any Grantor to become an Additional Grantor.  This Agreement will be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor.

4.19Further Assurances.  Each Grantor agrees that from time to time, at the expense of such Grantor, 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.  Without limiting the generality of the foregoing, each Grantor shall:

(a)file such financing or continuation statements, or amendments thereto, and execute and deliver such other agreements, instruments, endorsements, powers of attorney or notices, as may be necessary or desirable, or as the Collateral Agent may reasonably request, to perfect and preserve the security interests granted or purported to be granted hereby;

(b)take all actions necessary to ensure the recordation of appropriate evidence of the Liens and security interest granted hereunder in Intellectual Property with any intellectual property registry in which such Intellectual Property is registered or in which an application for registration of such Intellectual Property is pending;

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(c)at any reasonable time, upon request by the Collateral Agent, allow inspection of the Collateral by the Collateral Agent, or Persons designated by the Collateral Agent; and

(d)at the Collateral Agent’s reasonable request, appear in and defend any action or proceeding that may affect such Grantor’s title to or the Collateral Agent’s security interest in all or any part of the Collateral.

SECTION 5REMEDIES

5.1Generally.  If any Event of Default will have occurred and be continuing, the Collateral Agent may exercise in respect of the Collateral, subject to the Intercreditor and in addition to all other rights and remedies provided for herein or otherwise available to it at law or in equity, all the rights and remedies of the Collateral Agent on default under the UCC (whether or not the UCC applies to the affected Collateral) to collect, enforce or satisfy any Secured Obligations then owing, whether by acceleration or otherwise, and also may pursue any of the following separately, successively or simultaneously:

(a)require any Grantor to, and each Grantor hereby agrees that it will at its expense and promptly upon request of the Collateral Agent, forthwith assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place to be designated by the Collateral Agent that is reasonably convenient to both parties;

(b)enter onto the property where any Collateral is located and take possession thereof with or without judicial process;

(c)prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent the Collateral Agent deems appropriate; and

(d)without notice, except as specified below or under the UCC, sell, assign, lease, license (on an exclusive or nonexclusive basis, to the extent the Grantor has the lawful right to do so), or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and on such other terms as the Collateral Agent may deem commercially reasonable.

5.2Sale of Collateral.  The Collateral Agent or any Secured Party may be the purchaser of any portion of the Collateral at any public or private (to the extent that the portion of the Collateral being privately sold is of a kind that is customarily sold on a recognized market or the subject of widely distributed standard price quotations) sale in accordance with the UCC, and the Collateral Agent, as collateral agent for and representative of the Secured Parties, will be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale.  Each purchaser at any such sale will hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.  Each Grantor agrees that, to the extent notice of sale will be required by law, at least ten days notice to such Grantor of the time and place of any public sale or the time after

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which any private sale is to be made will constitute reasonable notification.  The Collateral Agent will not be obligated to make any sale of Collateral regardless of notice of sale having been given.  The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.  Each Grantor agrees that it would not be commercially unreasonable for the Collateral Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets.  The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral, and may specifically disclaim or modify any warranties of title or the like, which procedure will not be considered to adversely effect the commercial reasonableness of any sale of the Collateral.  Each Grantor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree.  If the proceeds of any sale or other disposition of the Collateral are insufficient to pay all the Secured Obligations, each Grantor will be liable for the deficiency and the fees of any attorneys employed by the Collateral Agent to collect such deficiency.  Each Grantor further agrees that a breach of any of the covenants contained in this Section 5.2 will cause irreparable injury to the Collateral Agent, that the Collateral Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section will be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no default has occurred giving rise to the Secured Obligations becoming due and payable prior to their stated maturities.  If the Collateral Agent sells any of the Collateral on credit, the applicable Grantors will be credited only with payments actually made by purchaser and received by the Collateral Agent and applied to indebtedness of the purchaser.  In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and the applicable Grantors will be credited with proceeds of the sale.  Nothing in this Section 5.2 will in any way alter the rights of the Collateral Agent hereunder.

5.3Marshalling; Payments Set Aside.  Subject to the Intercreditor, the Collateral Agent will have no obligation to marshall any assets in favor of any Grantor or any other Person or against or in payment of any of the Secured Obligations.

5.4Application of Proceeds.  Except as expressly provided elsewhere in this Agreement or in the Intercreditor, all proceeds received by the Collateral Agent in respect of any sale, collection from, or other realization on all or any part of the Collateral shall be applied in full or in part by the Collateral Agent against the Secured Obligations in the following order of priority:  first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all other reasonable expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, and all amounts for which the Collateral Agent is entitled to indemnification hereunder and all advances made by the Collateral Agent hereunder for the account of the applicable Grantor, and to the payment of all costs and expenses paid or incurred by the Collateral Agent in connection with the exercise of any right or remedy hereunder or under any Indenture Document, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Secured Obligations for the ratable benefit of each Secured Party; and third, to the extent of any excess of such proceeds, to the payment to or upon the order of such Grantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

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5.5Accounts.  Subject to the Intercreditor, at any time following the occurrence and during the continuation of an Event of Default, the Collateral Agent may:  (a) direct the Account Debtors under any Accounts to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent, (b) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Accounts have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent, or (c) enforce collection, at the Grantors’ expense, of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any applicable Grantor might have done.  If the Collateral Agent notifies any Grantor that it has elected to collect the Accounts in accordance with the preceding sentence, any payments of Accounts received by such Grantor will be forthwith (and in any event within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a collateral account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Accounts, any Supporting Obligation or Collateral Support will be received in trust for the benefit of the Collateral Agent hereunder and will be segregated from other funds of such Grantor and such Grantor will not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.

5.6Investment Property.

(a)Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Property conducted without prior registration or qualification of such Investment Property under the Securities Act or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof.  Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale will be deemed to have been made in a commercially reasonable manner and that the Collateral Agent will have no obligation to engage in public sales and no obligation to delay the sale of any Investment Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it.  If the Collateral Agent determines to exercise its right to sell any of the Investment Property, upon written request, each Grantor will and will use commercially reasonable efforts to cause each issuer of any Pledged Capital Stock or Pledged Debt to be sold hereunder from time to time to furnish to the Collateral Agent all such information as the Collateral Agent may request to determine the number and nature of interest, shares or other instruments included in the Investment Property that may be sold by the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the SEC thereunder, as the same are from time to time in effect.

(b)Upon the occurrence and during the continuation of an Event of Default and subject to the Intercreditor, (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise

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pursuant hereto will cease and all such rights will thereupon become vested in the Collateral Agent, who will thereupon have the sole right to exercise such voting and other consensual rights; (ii) all rights of each Grantor to receive dividends and other distributions that it would otherwise be entitled to receive pursuant hereto will cease and all such rights will thereupon become vested in the Collateral Agent, who will thereupon have the sole right to receive such dividends and other distributions; and (iii) to permit the Collateral Agent to exercise the voting and other consensual rights that the Grantors would otherwise be entitled to exercise pursuant hereto and to receive all dividends and other distributions that the Grantors would otherwise be entitled to receive, each Grantor will promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request, and each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.3.

5.7Deposit Accounts.  Upon the occurrence and during the continuation of an Event of Default and subject to the Intercreditor, the Collateral Agent will have the right to apply the balance from any Deposit Account or instruct the bank at which any Deposit Account is maintained to pay the balance of any Deposit Account to or for the benefit of the Collateral Agent.

5.8Intellectual Property.

(a)Upon the occurrence and during the continuation of an Event of Default and subject to the Intercreditor:

(i)the Collateral Agent will have the right (but not the obligation) to bring suit or otherwise commence any action or proceeding in the name of any Grantor, the Collateral Agent or otherwise, in the Collateral Agent’s sole discretion, to enforce any Intellectual Property included in the Collateral, in which event, such Grantor will, at the request of the Collateral Agent, do all lawful acts and execute all documents reasonably required by the Collateral Agent in aid of such enforcement, and such Grantor will promptly, upon demand, reimburse and indemnify the Collateral Agent as provided in Sections 6.6 and 6.7 in connection therewith;

(ii)upon written demand from the Collateral Agent, each Grantor will assign, convey or otherwise transfer to the Collateral Agent or its designee all of such Grantor’s right, title and interest in and to the Intellectual Property included in the Collateral, and will execute and deliver to the Collateral Agent such documents as are necessary to effectuate and record such assignment, conveyance, or transfer of, or other evidence of foreclosure on, such Intellectual Property;

(iii)in the event of any assignment, conveyance or other transfer of any of the Trademarks included in the Collateral, the goodwill symbolized by any such Trademarks will be included in such sale or transfer, and the applicable Grantor will supply to the Collateral Agent or its designee such Grantor’s manufacturing, advertising, and distribution know-how, and copies of records embodying such know-how, relating to products and services theretofore sold under such Trademarks;

(iv)each Grantor agrees that an assignment, conveyance, or transfer of any Intellectual Property included in the Collateral

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will be applied to reduce the Secured Obligations outstanding only to the extent that the Collateral Agent receives cash proceeds in respect of such assignment, conveyance, or other transfer of the Intellectual Property; and

(v)the Collateral Agent will have the right to notify, or require each Grantor to notify, any obligors with respect to payments due or to become due to such Grantor in respect of the Intellectual Property, of the existence of the security interest created herein, to direct such obligors to make payment of all such amounts directly to the Collateral Agent, and, upon such notification and at the expense of such Grantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount of such payment, to the same extent as such Grantor could have done.

(b)Solely for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Section 5.8, at such time as the Collateral Agent will be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent, to the extent it has the lawful right to do so, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to such Grantor), to use, operate under, or sublicense any Intellectual Property now or hereafter owned by such Grantor, subject, in the case of Trademarks, to the maintenance by or on behalf of the Collateral Agent of quality standards with respect to the products and services sold under such Trademarks at a level at least substantially comparable to that prevailing at the time of Event of Default.  The foregoing license grant to the Collateral Agent is in addition to, and not in limitation of, the Collateral Agent’s rights under Section 6.

5.9Cash Proceeds.  In addition to the rights of the Collateral Agent specified in Section 5.5, upon the occurrence and during the continuation of an Event of Default and subject to the Intercreditor, Cash Proceeds will be held by such Grantor in trust for the Collateral Agent, segregated from other funds of such Grantor, and will, forthwith upon receipt by such Grantor, unless otherwise provided in Section 5.5 or in the Intercreditor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required) and held by the Collateral Agent in a designated collateral account.  Any Cash Proceeds received by the Collateral Agent (whether from a Grantor or otherwise), if an Event of Default has occurred and is continuing, may, in the sole discretion of the Collateral Agent, (A) be held by the Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured), or (B) then or at any time thereafter may be applied by the Collateral Agent against the Secured Obligations then due and owing.

5.10Certain Rights Respecting Contracts.  Upon the occurrence and during the continuation of an Event of Default and subject to the Intercreditor, the Collateral Agent may assume any Grantor’s rights under any or all contracts of such Grantor, it being in the Collateral Agent’s sole discretion whether to do so and which Contracts are to be assumed.  Without limiting the generality of the foregoing, in such event the Collateral Agent may notify (or require the applicable Grantor to notify) other parties to any such contract that it has assumed the applicable Grantor’s rights thereunder, may perform and discharge any or all such Grantor’s obligations thereunder, and, in the exercise of such rights, may pay any costs and expenses and employ agents and legal counsel, all at the sole cost and expense of the Grantors.  The Collateral Agent will not be obligated to perform or discharge any obligation or duty to be performed or discharged by any Grantor under any contract, and each Grantor hereby agrees to indemnify the Collateral Agent, its nominee and each other principal for, and hold each such Person harmless

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from, any and all liability arising from such contracts, except to the extent that such liability results from such Person’s gross negligence or willful misconduct.  Nothing herein shall be construed to place responsibility for the control, care, management, or repair of any property to which any Grantor has rights under the contracts on the Collateral Agent or make it liable for any negligence in the management, operation, upkeep, repair or control of such property.

SECTION 6RIGHTS AND OBLIGATIONS OF COLLATERAL AGENT

6.1Appointment, Resignation and Removal.  The Collateral Agent has been appointed to act as Collateral Agent hereunder by each Secured Party pursuant to the Indenture.  The Collateral Agent will be obligated, and will have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including the release or substitution of Collateral), solely in accordance with this Agreement, the Indenture and the Intercreditor.  The Collateral Agent may resign and a successor Collateral Agent may be appointed in the manner provided in the Indenture.  Upon the acceptance of any appointment as Collateral Agent under the terms of the Indenture by a successor Collateral Agent, that successor Collateral Agent will thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement will be discharged from its duties and obligations hereunder.  After any retiring or removed Collateral Agent’s resignation or removal, the provisions of this Agreement will inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder.

6.2Standard of Care; Collateral Agent May Perform.  The powers conferred on the Collateral Agent hereunder are solely to protect the Secured Parties’ interest and does not impose any duty on it to exercise any such powers.  Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent will have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties, subject to the Intercreditor, or any other rights pertaining to any Collateral.  The Collateral Agent will be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property.  Neither the Collateral Agent nor any of its directors, officers, employees or agents will be liable for failure to demand, collect or realize on all or any part of the Collateral or for any delay in doing so or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or otherwise.  If any Grantor fails to perform any agreement contained herein, the Collateral Agent may itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in connection therewith will be payable by each Grantor pursuant to Section 6.6.

6.3Attorney-In-Fact.  Each Grantor hereby irrevocably appoints the Collateral Agent (such appointment being coupled with an interest), subject to the Intercreditor, as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, the Collateral Agent or otherwise, from time to time to take any action and to execute any instrument reasonably necessary or advisable or that the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including the following:

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(a)to prepare, sign, and file for recordation in any Intellectual Property registry, appropriate evidence of the lien and security interest granted herein in the Intellectual Property in the name of such Grantor as assignor or pledgor;

(b)to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including access to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed on or threatened against the Collateral, any such payments made by the Collateral Agent to become part of the Secured Obligations of such Grantor (Collateral Agent agrees to give reasonable notice to such Grantor of such payments) to the Collateral Agent, due and payable immediately without demand; and

(c)Upon the occurrence and during the continuance of any Event of Default and subject to the Intercreditor:

(i)to obtain and adjust insurance required to be maintained by such Grantor or paid to the Collateral Agent pursuant to the Indenture Documents;

(ii)to ask for, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;

(iii)to receive, endorse and collect any drafts or other Instruments, Documents and Chattel Paper in connection with Section 6.3(b);

(iv)to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral;

(v)to sell, transfer, assign, lease, license, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Collateral Agent’s option and such Grantor’s expense, at any time or from time-to-time, all acts and things reasonably necessary or advisable or that the Collateral Agent reasonably deems necessary to protect, preserve, or realize on the Collateral and the Collateral Agent’s security interest therein as fully and effectively as such Grantor might do.

6.4Access; Right of Inspection.  The Collateral Agent will at all times upon reasonable prior notice have full and free access during normal business hours to all the books, correspondence and records of each Grantor, and the Collateral Agent and its representatives may examine the same, take extracts therefrom and make photocopies thereof, and each Grantor agrees to render to the Collateral Agent, at such Grantor’s cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto.  The Collateral Agent and its representatives will during normal business hours upon reasonable prior notice also have the right to enter any premises of each Grantor and inspect any property of each Grantor where any of such Grantor’s Collateral is located for the purpose of inspecting the same, observing its use or otherwise protecting its interests therein.

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6.5Authorizations.  Each Grantor hereby authorizes the Collateral Agent to take all steps reasonably necessary or that it deems reasonably necessary to maintain and preserve the Collateral, consistent with the Grantor’s obligations to do so hereunder and under the Intercreditor, all at the Grantor’s expense.  Without limiting the foregoing, each Grantor hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as are necessary or advisable to perfect the security interest granted to the Collateral Agent hereunder.  Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Collateral Agent hereunder, including describing such property as “all assets, whether now owned or hereafter acquired.”  Each Grantor will from time to time furnish to the Collateral Agent statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail.

6.6Expenses.  Each Grantor will promptly pay to the Collateral Agent the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and the fees and expenses of any experts and agents, that the Collateral Agent may incur in connection with this Agreement, including all costs and expenses relating to (a) any and all filings and other actions taken to ensure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Collateral Agent’s security interest in the Collateral; (b) any action, suit or other proceeding affecting the Collateral or any part thereof commenced, in which action, suit or proceeding the Collateral Agent is made a party or participates or in which the right to use the Collateral or any part thereof is threatened, or in which it becomes necessary or in the reasonable judgment of the Collateral Agent becomes reasonably necessary to defend or uphold the Lien hereof (including any action, suit or proceeding to establish or uphold the compliance of the Collateral with any requirements of any governmental authority or law); (c) the collection of the Secured Obligations; (d) the enforcement and administration hereof; (e) the custody or preservation of, or the sale of, collection from, or other realization on, any of the Collateral; (f) the exercise or enforcement of any of the rights of the Collateral Agent or any Secured Party hereunder; or (g) the failure by any Grantor to perform or observe any of the provisions hereof.  All amounts expended by the Collateral Agent and payable by any Grantor under this Section 6.6 will be due upon demand (together with interest thereon accruing at the applicable default rate during the period from and including the date on which such funds were so expended to the date of repayment) and will be part of the Secured Obligations.  Each Grantor’s obligations under this Section 6.6 will survive the termination hereof and the discharge of such Grantor’s other obligations under this Agreement, the Indenture and the Notes.

6.7Indemnity.  Each Grantor jointly and severally agrees to (a) defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless each Indemnitee, from and against all claims, losses and liabilities in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including enforcement of this Agreement), except to the extent such claims, losses or liabilities result from such Indemnitee’s gross negligence or willful misconduct; and (b) to pay to the Collateral Agent promptly following written demand the amount of all reasonable costs and reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents in accordance with the terms and conditions of the Indenture.  The obligations of each Grantor under this Section 6.7 will survive the termination of this Agreement and the discharge of such Grantor’s other obligations under this Agreement, the Indenture and Notes.

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6.8Release of Collateral.  Upon the payment in full of all Secured Obligations (other than contingent indemnification obligations to the extent any unsatisfied claims giving rise thereto have not been asserted), and in connection with any sale or other disposition of any portion of the Collateral permitted by the Indenture, the security interests granted hereunder in such Collateral will terminate and all rights to such Collateral will revert to the applicable Grantor (or other Person entitled thereto) in accordance with Section 10.4 of the Indenture.  Upon such termination, the Collateral Agent will, at the Grantors’ expense, execute and deliver to the applicable Grantor such documents, including any termination statements, as such Grantor may reasonably request to evidence such termination and release of such security interest.

SECTION 7MISCELLANEOUS

7.1Notices.  Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to any Grantor shall be sent to such Grantor’s address as set forth on Schedule 7.1.  Any notice or other communication herein required or permitted to the Collateral Agent shall be sent to the Collateral Agent’s address set forth in Section 12.2 of the Indenture.  Each notice hereunder shall be in writing and may be personally served or sent by facsimile, United States mail or courier service and will be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of facsimile, or three Business Days after depositing it in the United States mail with postage prepaid and properly addressed; provided that, no notice to the Collateral Agent will be effective until received by the Collateral Agent.

7.2Amendment and Waivers.  No amendment, modification, termination or waiver of any provision of this Agreement, or consent to any departure by any Grantor therefrom, will in any event be effective without the written concurrence of the Collateral Agent and each Grantor.

7.3No Waiver; Remedies Cumulative.  No failure or delay on the part of the Collateral Agent in the exercise of any power, right or privilege hereunder or under any other Indenture Document will impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor will any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege.  All rights, powers and remedies existing under this Agreement and the other Indenture Documents are cumulative, and not exclusive of, any rights or remedies otherwise available.  Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder will not impair any such right, power or remedy or be construed to be a waiver thereof, nor will it preclude the further exercise of any such right, power or remedy.

7.4Successors and Assigns.  This Agreement will be binding on the parties hereto and their respective successors and assigns including all persons who become bound as debtor to this Agreement.  No Grantor may, without the prior written consent of the Collateral Agent, assign any right, duty or obligation hereunder.

7.5Independence of Covenants.  All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant will not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

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7.6Survival of Representations, Warranties and Agreements.  All representations, warranties and agreements made herein will survive the execution and delivery hereof.  Notwithstanding anything herein or implied by law to the contrary, the agreements of each Grantor set forth in Sections 6.6 and 6.7 will survive the payment of the Secured Obligations and the termination hereof.

7.7Severability.  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.

7.8Governing Law.  THIS AGREEMENT 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).

7.9Counterparts.  This Agreement may be executed in any number of counterparts (including via facsimile), each of which when so executed and delivered will be deemed an original, but all such counterparts together will constitute but one and the same instrument.

7.10Effectiveness.  This Agreement will become effective upon the execution of a counterpart hereof by each of the parties and receipt by the Grantors and the Collateral Agent of written or telephonic notification of such execution and authorization of delivery thereof.

7.11Entire Agreement.  This Agreement and the other Indenture Documents embody the entire agreement and understanding between the Grantors and the Collateral Agent, and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof.  Accordingly, the Indenture Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.  There are no unwritten oral agreements between the parties.

7.12Limitation on Collateral Agent’s Liability.  Notwithstanding anything to the contrary contained herein, the Collateral Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral, nor shall the Collateral Agent be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith.  The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence, bad faith or willful misconduct on the part of the Collateral Agent.  Nor shall the Collateral Agent be responsible for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of any Grantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens on the Collateral or otherwise as to the maintenance of the Collateral.

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7.13Rights and Obligations Subject to Intercreditor.  All rights and remedies provided herein to the Collateral Agent, and all obligations of the Grantors hereunder, are subject to the applicable terms and provisions of the Intercreditor.  So long as the Intercreditor is effective, if any inconsistency exists or arises between the terms hereof and the Intercreditor, the Intercreditor controls.

[signature pages follow]

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IN WITNESS WHEREOF, each Grantor and the Collateral Agent have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

Grantors:
Virgin River Casino Corporation
By:	/s/ Robert R. Black, Sr.
	Name:   Robert R. Black, Sr.
	Title:   Chief Executive Officer
RBG, LLC
By:	/s/ Robert R. Black, Sr.
	Name:   Robert R. Black, Sr.
	Title:   Manager
B & BB, Inc.
By:	/s/ Robert R. Black, Sr.
	Name:   Robert R. Black, Sr.
	Title:   Chief Executive Officer
CasaBlanca Resorts, LLC
By:	/s/ Robert R. Black, Sr.
	Name:   Robert R. Black, Sr.
	Title:   Manager of its Manager, RBG, LLC
Oasis Interval Ownership, LLC
By:	/s/ Robert R. Black, Sr.
	Name:   Robert R. Black, Sr.
	Title:   Manager

Oasis Interval Management, LLC
By:	/s/ Robert R. Black, Sr.
	Name:   Robert R. Black, Sr.
	Title:   Manager
Oasis Recreational Properties, Inc.
By:	/s/ Robert R. Black, Sr.
	Name:   Robert R. Black, Sr.
	Title:   President
Collateral Agent:
The Bank of New York Trust Company, N.A.
By:	/s/ Sandeé Parks
	Name:   Sandeé Parks
	Title:   Vice President

EXHIBIT A

[Form of]

SECURITY AGREEMENT SUPPLEMENT

This SECURITY AGREEMENT SUPPLEMENT, dated as of [                 ], 200[  ] (this “Supplement”), is made by the Persons listed on the signature pages hereof (collectively, the “[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.  Each [Additional] Grantor hereby [For existing Grantors add:  affirms its grant to the Collateral Agent for the benefit of the Secured Parties set forth in the Security Agreement of, and] grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in and continuing lien on all of such [Additional] Grantor’s right, title and interest in, to and under the Collateral to secure the Secured Obligations.

Section 2.  Representation and Warranties.  Each [Additional] Grantor represents and warrants that the attached schedules supplement the schedules to the Security Agreement, and that each such supplemental schedule accurately and completely sets forth all additional information required pursuant to the Security Agreement, and such Grantor hereby agrees that such supplemental schedules constitutes part of the schedules to the Security Agreement.

[The following bracketed section is for Additional Grantors only:]

[Section 3.  Additional Grantor Provisions.  Pursuant to Section 4.18 of the Security Agreement, each Additional Grantor hereby:

(a)agrees that by the execution and delivery hereof, such 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

A-1

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 [3][4].  Miscellaneous.  Each [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 [4][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 [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.

[Name of Subsidiary], as a[n Additional] Grantor
By:
	Name:
	Title:
Acknowledged and Accepted:
The Bank of New York Trust Company, N.A., as Collateral Agent
By:
	Name:
	Title:

A-2

Schedule 3.2 Organizational Matters*

Full Legal Name Type of
Organization Jurisdiction of
Organization Organizational
ID Number Chief Executive
Office

*       Registrants agree to furnish supplementally a copy of the omitted schedules to the Securities Exchange Commission upon its request.

Schedule 3.5 UCC Filing Offices*

Name of Debtor Filing Jurisdiction(s)

*       Registrants agree to furnish supplementally a copy of the omitted schedules to the Securities Exchange Commission upon its request.

Schedule 3.8 Deposit Accounts*

Depositary Bank Address Account Number(s)

*       Registrants agree to furnish supplementally a copy of the omitted schedules to the Securities Exchange Commission upon its request.

Schedule 3.9 Investment Property*

Pledged Stock:

Issuer Class of Stock Stock Certificate No. No. of Shares

Pledged Notes:

Issuer Date of Issuance Payee Principal Amount

Securities Accounts:

Securities Intermediary Address Account Number(s)

*       Registrants agree to furnish supplementally a copy of the omitted schedules to the Securities Exchange Commission upon its request.

Schedule 3.10 Intellectual Property*

A.  Copyrights:

B.  Copyright Licenses:

C.  Patents:

D.  Patent Licenses:

E.  Trademarks:

F.  Trademark Licenses:

G.  Trade Secret Licenses:

H.  Intellectual Property Matters:

*       Registrants agree to furnish supplementally a copy of the omitted schedules to the Securities Exchange Commission upon its request.

Schedule 3.11 Commercial Tort Claims*

*       Registrants agree to furnish supplementally a copy of the omitted schedules to the Securities Exchange Commission upon its request.

Schedule 7.1 Addresses for Notices; Contact Information*

*       Registrants agree to furnish supplementally a copy of the omitted schedules to the Securities Exchange Commission upon its request.

EX-2.12

Exhibit 2.12

PARENT PLEDGE AGREEMENT

This PARENT PLEDGE AGREEMENT (this “Agreement”) is made this 20th day of December, 2004, among Robert R. Black, Sr., as trustee of the Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24, 2004 (“Black”), R. Black, Inc., a Nevada corporation (“RBI”; Black and RBI collectively, jointly and severally “Pledgors” and each individually “Pledgor”), and The Bank of New York Trust Company, N.A., in its capacity as Collateral Agent (together with its successors, “Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Senior Secured Note Indenture, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), by and among RBG, LLC, a Nevada limited-liability company (“RBG”), Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), B & BB, Inc., a Nevada corporation (“B&BB”), Casablanca Resorts, LLC, a Nevada limited-liability company (“CBR”), Oasis Interval Ownership LLC, a Nevada limited-liability company  (“OIO”), Oasis Recreational Properties, Inc., a Nevada corporation  (“ORP”), and Oasis Interval Management LLC, a Nevada limited-liability company (“OIM,” together with RBG, Virgin River, B&BB, CBR, OIO, ORP and OIM, collectively, the “Grantors”) and The Bank of New York Trust Company, N.A., as trustee (in such capacity, the “Trustee”) and Collateral Agent; and

WHEREAS, Pledgors own the Investment Related Property (as hereinafter defined and listed on Schedule 1 attached hereto), and

WHEREAS, in order to induce the Trustee to enter into the Indenture and the other Indenture Documents (as hereinafter defined), Pledgors have agreed to grant a continuing security interest in and to the Collateral (as hereinafter defined) in order to secure the due and punctual, prompt and complete payment, observance and performance of, among other things, (a) the Obligations of Pledgors arising from this Agreement, (b) all present and future liabilities and Obligations (including, without limitation, Guarantee Obligations) of each of the Grantors of every type or description, arising under or in connection with the Notes, the Guarantees and the other Indenture Documents, whether for principal of or premium, if any, or Interest (or Liquidated Damages, if any) on the Notes, expenses, indemnities or other amounts (including attorneys’ fees and expenses), and (c) all other Obligations of Grantors arising from the Indenture and the other Indenture Documents, 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), and (c) 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 Indenture.  In addition to those terms defined elsewhere in this Agreement, as used in this Agreement, the following terms shall have the following meanings:

(a)“Books” has the meaning specified therefor in Section 2 hereof.

(b)“Closing Date” means December 20, 2004.

(c)“Collateral” has the meaning specified therefor in Section 2 hereof.

(d)“Convertible Note” means that certain $15,000,000 Convertible Promissory Note issued on December 20, 2004 by RBI pursuant to the Convertible Note Purchase Agreement.

(e)“Convertible Note Pledge Agreement” means that certain Pledge Agreement, dated as of December 20, 2004, by and between Black, Trustee of the Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24, 2004, as Pledgor, and Gaughan, as Secured Party, as in effect on the Closing Date.

(f)“Convertible Note Purchase Agreement” means that certain Convertible Senior Secured Note Purchase Agreement, dated as of December 20, 2004, by and among Black, Trustee of the Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24, 2004, and Gaughan, as in effect on the Closing Date, that governs the terms of the Convertible Promissory Note.

(g)“Equity Interests” has the meaning specified therefor in the Indenture.

(h)“Event of Default” has the meaning specified therefor in the Indenture.

(i)“Gaming Authorities” has the meaning specified therefor in the Indenture.

(j)“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.

(k)“Gaughan” means Michael J. Gaughan, a Nevada resident.

(l)“Gaughan Liens” means Liens granted by Black to Gaughan pursuant to the Convertible Note Pledge Agreement, to secure the Convertible Note, only so long as Black’s obligations to Gaughan remain outstanding thereunder.

(m)“Governing Documents” means, with respect to any Person, the certificate or articles of incorporation, by-laws, certificate of formation or operating agreement, or other organizational documents of such Person.

(n)“Governmental Authority” means any governmental, administrative or regulatory agency, authority, department, commission, board, bureau or instrumentality of the United States, any state of the United States, or any political subdivision thereof, including, without limitation, any Gaming Authority, or any court, arbitrator or quasi-judicial authority.

(o)“Holder” has the meaning specified therefor in the Indenture.

(p)“Indenture Documents” means any of the Indenture, the Notes, the Guarantees, the Collateral Agreements, the Registration Rights Agreement and any other agreement, document or instrument entered into or issued in connection with any of the foregoing.

(q)“Intercreditor Agreement” means the Intercreditor Agreement, dated as of the date hereof, by and among the Trustee and Agent and Wells Fargo Foothill.

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(r)“Investment Related Property” means (i) investment property (as that term is defined in the UCC) in the Pledged Companies, and (ii) all of the following regardless of whether classified as investment property under the UCC:  all Pledged Interests, Pledged Operating Agreements, and Pledged Partnership Agreements.

(s)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).

(t)“NGC” means the Nevada Gaming Commission.

(u)“NGCB” means the Nevada State Gaming Control Board.

(v)“Obligations” has the meaning specified therefor in the Indenture.

(w)“Permitted Liens” means (i) the Gaughan Liens and (ii) the Wells Fargo Liens.

(x)“Permitted Reorganization Transactions” means (a) the merger of one Grantor with and into another Grantor, (b) the dissolution and transfer of assets or properties by a Grantor to another Grantor, (c) the merger of one Guarantor with and into another Guarantor or into a Grantor, (d) the dissolution and transfer of assets or properties by a Guarantor to another Guarantor or a Grantor, or (e) the formation of a holding company (“Holdco”) that owns the Equity Interests of the Grantors so long as (i) the Equity Interests of Holdco is owned by the same Persons who own RBG, Virgin River Casino Corporation and B&BB, Inc. as of the Closing Date, (ii) no Default or Event of Default shall have occurred and be continuing, (iii) the Equity Interests of Holdco owned directly or indirectly by Robert R. Black, Sr. and his Affiliates is pledged to the Agent on terms and conditions satisfactory to Agent and Agent has a perfected Lien on the Equity Interests of Holdco subject only to the Permitted Liens, (iv) Holdco executes a joinder to the Security Agreement, (v) Holdco owns, directly or indirectly, all of the Equity Interests of Borrowers, (vi) Agent has a perfected Lien on the Equity Interests owned by Holdco, (vii) Agent receives opinions of Holdco’s and Grantors’ counsel in form and substance satisfactory to Agent, and (vii) 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 Equity Interests to Holdco and the pledge of such Equity Interests to Agent.

(y)“Person” has the meaning specified therefor in the Indenture.

(z)“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 Equity Interests, is acquired or otherwise owned by a Pledgor after the Closing Date.

(aa)“Pledged Interests” means all of each Pledgor’s right, title and interest in and to all of the Equity Interests 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 Equity Interests, the right to request after the occurrence and during the continuation of an Event of Default that such Equity Interests be registered in the name of Agent or any of its nominees, the right to receive any certificates representing any of the Equity Interests 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.

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(bb)“Pledged Interests Addendum” means a Pledged Interests Addendum substantially in the form of Exhibit A to this Agreement.

(cc)“Pledged Operating Agreements” means all of each Pledgor’s rights, powers, and remedies under the limited-liability company operating agreements of the Pledged Companies that are limited liability companies.

(dd)“Pledged Partnership Agreements” means all of each Pledgor’s rights, powers, and remedies under the partnership agreements of each of the Pledged Companies that are partnerships.

(ee)“Proceeds” has the meaning specified therefore in Section 2 hereof.

(ff)“Subsidiary” has the meaning specified therefor in the Indenture.

(gg)“UCC” 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 Agent’s 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 “UCC” 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.

(hh)“Wells Fargo Foothill” means Wells Fargo Foothill, Inc., in its capacity as administrative agent under the Wells Fargo Credit Agreement.

(ii)“Wells Fargo Credit Agreement” means that certain Credit Agreement, dated as of the date hereof, by and among the Grantors, as Borrowers, and Wells Fargo Foothill, as administrative agent, and as amended, restated, supplemented or otherwise modified from time to time.

(jj)“Wells Fargo Liens” means the Liens granted by Black to Wells Fargo Foothill pursuant to the Wells Fargo Pledge Agreement, to secure the Wells Fargo Credit Agreement, only so long as the Grantor’s obligations to Wells Fargo Foothill remain outstanding thereunder and only to the extent provided in the Intercreditor Agreement.

(kk)“Wells Fargo Pledge Agreement” means that certain Pledge Agreement, dated as of the date hereof, by and among the Pledgors and Wells Fargo Foothill.

2.Grant of Security.  Each Pledgor hereby unconditionally grants, assigns and pledges to Agent, for the benefit Agent, the Trustee and the Holders, a continuing security interest in (hereinafter referred to as the “Security Interest”) such Pledgor’s 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 Pledgor’s Investment Related Property in the Pledged Companies;

(b)all of such Pledgor’s 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

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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 Secured Obligations and would be owed by Grantors, or any of them, to Agent, the Trustee, the Holders 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 Grantor.

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 of the Holders 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  Agent, the Trustee or the Holders shall have any obligation or liability under such contracts and agreements included in the Collateral by reason of this Agreement, nor shall any of Agent, the Trustee or the Holders 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 Agent’s 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.

(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 UCC, 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 UCC,  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 Pledgor’s name on Schedule 2 attached hereto.  Upon the making of such filings, Agent shall have a first priority (subject to the Permitted 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)(i) Except for the Security Interest created hereby, each Pledgor is and will ar all times be  the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted 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

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Addendum; (iii) such Pledgor has the right and requisite authority to pledge, the Investment Related Property pledged by such Pledgor to Agent as provided herein; (iv) all actions necessary or desirable to perfect, establish (subject to the Permitted Liens) the first priority of, or otherwise protect, Agent’s Liens in the Investment Related Property, and the proceeds thereof, will 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) upon the termination of the Wells Fargo Liens, each Pledgor will deliver and deposit in accordance with Sections 6(a) and 8 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; provided, however, that if the Gaughan Liens remain outstanding, such Pledgor will not be required to deliver the certificates representing the Pledged Interests securing the Gaughan Liens until the 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 Agent and the Holders 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.

6.Covenants.  Each Pledgor, jointly and severally, covenants and agrees with Agent and the Holders 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.  Upon the termination of the Wells Fargo Liens, in the event that any Collateral, including proceeds, is evidenced by or consists of Negotiable Collateral, Investment Related Property, or Chattel Paper (as such terms may be defined in the UCC), and if and to the extent that perfection or priority of Agent’s 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 reasonably requested by Agent or, if applicable, endorse and deliver physical possession of such Negotiable Collateral, Investment Related Property, or Chattel Paper (as such terms may be defined in the UCC) to Agent, together with such undated powers endorsed in blank as shall be requested by Agent; provided, however, that so long as the Gaughan Liens remain outstanding, such Pledgor will not be required to deliver the certificates representing the Pledged Interests securing the Gaughan Liens until the termination of the Gaughan Liens.

(b)Investment Related Property.

(i)If any Pledgor shall receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within 2 Business Days of receipt thereof) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests;

(ii)All sums of money and property paid or distributed in respect of the Investment Related Property which are received by any Pledgor shall be held by the Pledgors in trust for the benefit of Agent segregated from such Pledgor’s other property, and such Pledgor shall deliver it forthwith to Agent’s in the exact form received; provided, however, that cash dividends received by any Pledgor, if and to

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the extent they are not prohibited by the Indenture, may be retained by such Pledgor so long as no Event of Default has occurred or is continuing;

(iii)Each Pledgor shall promptly deliver to Agent a copy of each notice or other communication received by it in respect of any Pledged Interests;

(iv)No Pledgor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests other than pursuant to the Indenture Documents and the Wells Fargo Pledge Agreement and other documents in connection with the Wells Fargo Credit Agreement;

(v)Each Pledgor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interest on the Investment Related Property or any sale or transfer thereof;

(vi)As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, all limited liability company or partnership interests, issued each Pledgor, jointly and severally, hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Pledgor in a securities account.  In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction;

(c)Transfers and Other Liens.  Pledgors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except in connection with a Permitted Reorganization Transaction, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral of any of Pledgors, except for Permitted Liens and Permitted Reorganization Transactions.  The inclusion of Proceeds in the Collateral shall not be deemed to constitute Agent’s consent to any sale or other disposition of any of the Collateral except as expressly permitted in this Agreement or the other Indenture Documents; and

(d)Other Actions as to Any and All Collateral.  Each Pledgor shall promptly (and in any event within 2 Business Days of acquiring or obtaining such Collateral) notify Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of  Investment Related Property and, upon the request of Agent and in accordance with Section 8 hereof, promptly execute such other documents, or if applicable, deliver certificates evidencing any Investment Related Property in accordance with Section 6 hereof and do such other acts or things deemed necessary or desirable by Agent to protect Agent’s Security Interest therein.

(e)Restrictions on Fundamental Changes.  No Pledgor shall (i) enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, (ii) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), (iii) convey, sell, lease, license, assign, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of any of the Collateral of any of Pledgors, or (iv) suspend or go out of a substantial portion of its or their business except in connection with a Permitted Reorganization Transaction.

(f)Change Name.  No Pledgor shall change, and no Pledgor shall cause any Grantors or any of its subsidiaries to change, its name, organizational identification number, state of organization, or organizational identity; provided, however, that a Grantor or any of its subsidiaries may change its name upon

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at least 30 days prior written notice by such party to Agent of such change, and so long as, at the time of such written notification, such Grantor or such subsidiary provides any financing statements necessary to perfect and continue perfected the Agent’s Liens.

(g)Records.  Each Pledgor shall at all times keep at least one complete set of its records concerning substantially all of the Collateral at the location set forth on Schedule 3 hereto, and not change such location or such records without giving Agent at least thirty (30) days prior written notice thereof.

(h)Additional Equity Interests.  Each Pledgor shall, to the extent it may lawfully do so, and unless otherwise permitted under the terms of the Indenture, use its best efforts to prevent the Pledged Companies from issuing additional Equity Interests or Proceeds, except for cash dividends or other distributions, if any, that are not prohibited by the terms of the Indenture to be paid by the Pledged Companies to Pledgors.

(i)Amendment of Governing Documents.  Pledgors shall not permit the Pledged Companies to (i) authorize the amendment of or amend the Governing Documents of the Pledged Companies to provide that the Equity Interests of such Pledged Company is governed by Article 8 of the UCC, or (ii) authorize the issuance of or issue certificates evidencing the Equity Interests of the Pledged Companies which have been pledged under this Agreement.

(j)Amendment of Documents.  Pledgors shall not cause, permit, or suffer, directly or indirectly, any amendment to the Convertible Note, the Convertible Note Pledge Agreement, or the Convertible Note Purchase Agreement without the prior written consent of the Agent, which consent shall not be unreasonably withheld.

(k)Gaming Laws.   Each Pledgor shall obtain, as promptly as practicable following the date hereof, the applicable approvals of the Nevada Gaming Authorities, as referred to in Section 23 hereof, required to permit the pledge of the Investment Related Property in this Agreement and shall promptly execute any and all such instruments and documents, deliver any certificates and do all such other acts or things deemed necessary, appropriate or desirable by the Nevada Gaming Authorities to obtain such approvals.

7.Relation to Other Security Documents.  The provisions of this Agreement shall be read and construed with the other Indenture Documents referred to below in the manner so indicated.

(a)Indenture. In the event of any conflict between any provision in this Agreement and a provision in the Indenture, such provision of the Indenture shall control.

8.Further Assurances.

(a)Each Pledgor agrees that from time to time, at its own expense, such Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that Agent may reasonably request, in order to perfect and protect any Security Interest granted or purported to be granted hereby or to enable Agent to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral.

(b)Each Pledgor authorizes the filing of such financing or continuation statements, or amendments thereto, and such Pledgor will execute and deliver to Agent such other instruments or notices, as may be necessary or as Agent may reasonably request, in order to perfect and preserve the Security Interest granted or purported to be granted hereby.

(c)Each Pledgor authorizes Agent to file, transmit, or communicate, as applicable, financing statements and amendments describing the Collateral in order to perfect Agent’s security interest in

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the Collateral without such Pledgor’s signature.  Each Pledgor also hereby ratifies its authorization for Agent to have filed in any appropriate jurisdiction any financing statements filed prior to the date hereof.

(d)Each Pledgor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed in connection with this Agreement without the prior written consent of Agent, subject to such Pledgor ‘s rights under Section 9-509(d)(2) of the UCC.

9.Agent’s Right to Perform Contracts.  Upon the occurrence of an Event of Default, Agent (or its designee) may proceed to perform any and all of the obligations of any Pledgor contained in any contract, lease, or other agreement and exercise any and all rights of any Pledgor therein contained as fully as such Pledgor itself could.

10.Agent Appointed Attorney-in-Fact.  Each Pledgor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor or otherwise, at such time as an Event of Default has occurred and is continuing under the Indenture, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement.

11.Agent May Perform.  If any of Pledgors fails to perform any agreement contained herein, Agent may itself perform, or cause performance of, such agreement, and the reasonable and documented expenses of Agent incurred in connection therewith shall be payable, jointly and severally, by Pledgors.

12.Agent’s Duties.  The powers conferred on Agent hereunder are solely to protect Agent’s interest in the Collateral, for the benefit of the Trustee and the Holders, and shall not impose any duty upon Agent to exercise any such powers.  Except for the safe custody of any Collateral in its actual possession and the accounting for moneys actually received by it hereunder, Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.  Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its actual possession if such Collateral is accorded treatment substantially equal to that which Agent accords its own property.

13.Disposition of Pledged Interests by Agent.  None of the Pledged Interests existing as of the date of this Agreement are, and none of the Pledged Interests hereafter acquired on the date of acquisition thereof will be, registered or qualified under the various federal or state securities laws of the United States and disposition thereof after the occurrence and continuation of an Event of Default may be restricted to one or more private (instead of public) sales in view of the lack of such registration.  Each Pledgor understands that in connection with such disposition, Agent may approach only a restricted number of potential purchasers and further understands that a sale under such circumstances may yield a lower price for the Pledged Interests than if the Pledged Interests were registered and qualified pursuant to federal and state securities laws and sold on the open market.  Each Pledgor, therefore, agrees that:  (a) if Agent shall, pursuant to the terms of this Agreement, sell or cause the Pledged Interests or any portion thereof to be sold at a private sale, Agent shall have the right to rely upon the advice and opinion of any nationally recognized brokerage or investment firm (but shall not be obligated to seek such advice and the failure to do so shall not be considered in determining the commercial reasonableness of such action) as to the best manner in which to offer the Pledged Interest for sale and as to the best price reasonably obtainable at the private sale thereof; and (b) such reliance shall be conclusive evidence that Agent has handled the disposition in a commercially reasonable manner.

14.Voting Rights.

(a)Subject to the approval of the Nevada Gaming Authorities, after the termination of the Wells Fargo Liens, upon the occurrence and during the continuation of an Event of Default, (i) Agent may, at its option, and with prior notice to any Pledgor, and in addition to all rights and remedies available to Agent

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under any other agreement, at law, in equity, or otherwise, exercise all voting rights, and all other ownership or consensual rights in respect of the Pledged Interests owned by such Pledgor, but under no circumstances is Agent obligated by the terms of this Agreement to exercise such rights, and (ii) if Agent duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints Agent, such Pledgor ‘s true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner Agent deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be.  The power-of-attorney granted hereby is coupled with an interest and shall be irrevocable.

(b)For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent of Agent, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of Agent and the Holders or the value of the Pledged Interests.

15.Remedies.  Subject to the limitations described in Section 23, upon the occurrence and during the continuance of an Event of Default, and subject to the Intercreditor Agreement:

(a)Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, in the other Indenture Documents, or otherwise available to it, all the rights and remedies of a secured party on default under the UCC or any other applicable law.

(b)Without limiting the generality of the foregoing, each Pledgor expressly agrees that, in any such event, Agent without demand of performance or other demand, advertisement or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon any of Pledgors or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC or any other applicable law), may take immediate possession of all or any portion of the Collateral and (i) require Pledgors to, and each Pledgor hereby agrees that it will at its own expense and upon request of Agent forthwith, assemble all or part of the Collateral as directed by Agent and make it available to Agent at one or more locations where such Pledgor regularly maintains Inventory, and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Agent’s offices or elsewhere, for cash, on credit, and upon such other terms as Agent may deem commercially reasonable.  Each Pledgor agrees that, to the extent notice of sale shall be required by law, at least 10 days notice to any of Pledgors of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the UCC.  Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

16.Remedies Cumulative.  Each right, power, and remedy of Agent as provided for in this Agreement or in the other Indenture Documents or now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this Agreement or in the other Indenture Documents or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by Agent, of any one or more of such rights, powers, or remedies shall not preclude the simultaneous or later exercise by Agent of any or all such other rights, powers, or remedies.

17.Marshaling. Agent  shall not be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights and remedies hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising.  To

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the extent that it lawfully may, each Pledgor hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of Agent’s rights and remedies under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Pledgor hereby irrevocably waives the benefits of all such laws.

18.Indemnity and Expenses.

(a)Each Pledgor agrees to indemnify Agent, the Trustee and the Holders from and against all claims, lawsuits and liabilities (including reasonable attorneys fees) growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement) or any other Indenture Document to which such Pledgor is a party, except claims, losses or liabilities resulting from the gross negligence or willful misconduct of the party seeking indemnification as determined by a final non-appealable order of a court of competent jurisdiction.  This provision shall survive the termination of this Agreement and the Indenture and the repayment of the Secured Obligations.

(b)Pledgors, jointly and severally, shall, upon demand, pay to Agent all Expenses which Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or, upon the occurrence and continuation of an Event of Default, the sale of, collection from, or other realization upon, any of the Collateral in accordance with this Agreement and the other Indenture Documents, (iii) the exercise or enforcement of any of the rights of Agent hereunder or (iv) the failure by any of Pledgors to perform or observe any of the provisions hereof.

19.Merger, Amendments; Etc.  THIS WRITTEN AGREEMENT, TOGETHER WITH THE OTHER INDENTURE DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.  No waiver of any provision of this Agreement, and no consent to any departure by any of Pledgors herefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.  No amendment of any provision of this Agreement shall be effective unless the same shall be in writing and signed by Agent and each of Pledgors to which such amendment applies.

20.Addresses for Notices.  All notices and other communications provided for hereunder shall be given in the form and manner and delivered to Agent at its address specified in the Indenture, and to Pledgors at the address set forth below, or, as to any party, at such other address as shall be designated by such party in a written notice to the other party.

If to Black:	911 North Buffalo, Suite 201
	Las Vegas, NV 89128
	Attn: Robert R. Black, Sr., Trustee
If to RBI:	911 North Buffalo, Suite 201
	Las Vegas, NV 89128
	Attn: Robert R. Black, Sr., President

21.Continuing Security Interest: Assignments under Indenture.  This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the Secured Obligations have been paid in full in cash in accordance with the provisions of the Indenture, (b) be binding upon each of Pledgors, and their respective successors and assigns, and (c) inure to the benefit of, and be enforceable by, Agent, the Trustees and the Holders and their respective successors, transferees and assigns.

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Upon payment in full in cash of the Secured Obligations in accordance with the provisions of the Indenture, the Security Interest granted hereby and this Agreement shall terminate (without prejudice to the Agent’s obligation to fulfill its duties in connection with the termination and release of the security interests over the Collateral and return of Collateral, as referenced below, which obligation shall survive the termination of this Agreement), and all rights to the Collateral shall revert to Pledgors or any other Person entitled thereto.  At such time, Agent will authorize the filing of appropriate termination statements to terminate such Security Interests, and execute and deliver to the Pledgors such documents as the Pledgors shall request to evidence the termination of the security interests or this Agreement or the release of the pledged Collateral, and will duly reassign, transfer and deliver to the Pledgors free from any interest of the Agent or Lien granted under this Agreement such of the Pledged Collateral as may have been previously delivered by the Pledgors to the Agent, including any certificates or instruments representing or evidencing such collateral.  No transfer or renewal, extension, assignment, or termination of this Agreement or of the Indenture, any other Indenture Document, or any other instrument or document executed and delivered by any Pledgor to Agent, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Pledgors, or any of them, by Agent, nor any other act of Agent, the Trustee and the Holders, or any of them, shall release any of Pledgors from any obligation, except a release or discharge executed in writing by Agent in accordance with the provisions of the Indenture.  Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Agent and then only to the extent therein set forth.  A waiver by Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which Agent would otherwise have had on any other occasion.

22.Governing Law.

(a)THE VALIDITY OF THIS AGREEMENT AND THE OTHER INDENTURE DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER INDENTURE DOCUMENT IN RESPECT OF SUCH OTHER INDENTURE DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, 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).

(b)THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER INDENTURE DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  EACH PLEDGOR AND AGENT WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 22(b).

(c)EACH PLEDGOR AND AGENT HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE INDENTURE DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.  EACH PLEDGOR AND AGENT REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL

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COUNSEL.  IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

23.Compliance with Gaming Laws.  Notwithstanding anything to the contrary contained herein or in any other Indenture Documents, Agent expressly acknowledges and agrees that the exercise of its rights and remedies under this Agreement is subject to the mandatory provisions of the Gaming Laws.  Specifically, Agent acknowledges and agrees that:

(a)The pledge of the Investment Related Property by Pledgors, and any restrictions on the transfer of and agreements not to encumber the Investment Related Property contained in this Agreement or in any other Indenture Document, are not effective without the prior approval of the NGC upon the recommendation of the NGCB.  The certificates or instruments representing or evidencing the Investment Related Property may not be delivered to Agent until such approval has been obtained.  The approval of the pledge of the Investment Related Property may require amendment of this Agreement to include additional references to regulatory requirements under the Gaming Laws.  In addition, no amendment of this Agreement shall be effective until applicable approvals of the Nevada Gaming Authorities have been obtained.

(b)In the event that Agent exercises one or more of the remedies set forth in this Agreement with respect to any Investment Related Property, including without limitation, foreclosure or transfer of any interest in the Investment Related Property (except back to Pledgors), the exercise of voting and consensual rights, and any other resort to or enforcement of the security interest in the Investment Related Property, such action shall require the separate and prior approval of the Nevada Gaming Authorities and the licensing of Agent, unless such licensing requirement is waived by the Nevada Gaming Authorities.

(c)Agent and any custodial agent of Agent in the State of Nevada shall be required to comply with the conditions, if any, imposed by the Nevada Gaming Authorities in connection with its approval of the pledge granted hereunder by Pledgors, including, without limitation, the requirement that Agent or its agent maintain the certificates evidencing the Investment Related Property at a location in Nevada designated to the NGCB, and that Agent or its agent permit agents or employees of the NGCB to inspect such certificates immediately upon request during normal business hours.

(d)Neither Agent nor any agent of Agent shall surrender possession of any Investment Related Property to any Person other than Pledgors without the prior approval of the Nevada Gaming Authorities or as otherwise permitted by the Gaming Laws.

(e)The approval by the Nevada Gaming Authorities of this Agreement, or any amendment hereto, is not, and shall not be construed as, the approval, either express or implied, of Agent to take any actions provided for in this Agreement for which approval by the Nevada Gaming Authorities is required, without first obtaining such prior and separate approval, to the extent required by the Gaming Laws.

24.Agent.  Each reference herein to any right granted to, benefit conferred upon or power exercisable by the “Agent” shall be a reference to Agent, for the benefit of the Holders.

25.Limited Recourse.  Notwithstanding anything contained in this Agreement to the contrary, Pledgors shall not have any personal liability under this Agreement for the Secured Obligations to Agent, the Trustee and/or the Holders and any claim based on or in respect of any of the Secured Obligations shall be enforced only against the Collateral pledged hereunder and not against any other assets, properties or funds of Pledgors or against any officer, director, manager, member or shareholder of Pledgors.

26.Waivers.

(a)Each Pledgor hereby waives:  (i) notice of acceptance hereof; (ii) notice of the creation or existence of any Secured Obligations; (iii) notice of the amount of the Secured Obligations, subject,

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however, to such Pledgor’s right to make inquiry of Agent to ascertain the amount of the Secured Obligations at any reasonable time; (iv) notice of any adverse change in the financial condition of Grantors or of any other fact that might increase such Pledgor’s risk hereunder; (v) notice of presentment for payment, demand, protest, and notice thereof as to any instrument among the Indenture Documents; (vi) notice of any Default or Event of Default under the Indenture; and (vii) all other notices  and demands to which such Pledgor might otherwise be entitled.

(b)Each Pledgor hereby waives the right by statute or otherwise to require Agent, the Trustee or any Holder to institute suit against any Grantor or to exhaust any rights and remedies which Agent, the Trustee or such Holder, has or may have against such Grantor.  Each Pledgor further waives any defense arising by reason of any disability or other defense (other than the defense that the Secured Obligations shall have been performed and indefeasibly paid in cash, to the extent of any such payment) of any Grantor or by reason of the cessation from any cause whatsoever of the liability of any Grantor in respect thereof.

(c)Each Pledgor hereby waives:  (i) any rights to assert against Agent, the Trustee or the Holders any defense (legal or equitable), set-off, counterclaim, or claim which such Pledgor may now or at any time hereafter have against any Grantor or any other party liable to Agent, the Trustee or the Holders; (ii) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Secured Obligations or any security therefor; (iii) any defense arising by reason of any claim or defense based upon an election of remedies by Agent, the Trustee or the Holders, including any defense based upon an election of remedies by Agent, the Trustee or any Holder under the provisions of §§ 580d and 726 of the California Code of Civil Procedure or any similar law of any other jurisdiction; (iv) the benefit of any statute of limitations affecting such Pledgor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Secured Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Pledgor’s liability hereunder.

(d)Until such time as all of the Secured Obligations have been fully, finally and indefeasibly paid in full in cash:  (i) each Pledgor hereby waives and postpones any right of subrogation such Pledgor has or may have as against Grantors with respect to the Secured Obligations, including, without limitation, under any one or more of California Civil Code §§ 2847, 2848, and 2849 or any similar law of any other jurisdiction; (ii) in addition, each Pledgor hereby waives and postpones any right to proceed against Grantors or any other Person, now or hereafter, for contribution, indemnity, reimbursement, or any other suretyship rights and claims (irrespective of whether direct or indirect, liquidated or contingent), with respect to the Secured Obligations; and (iii) in addition, each Pledgor also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset of Grantors.

(e)If any of the Secured Obligations at any time are secured by a mortgage or deed of trust upon real property, Agent, the Trustee or any Holder may elect, in such Person’s sole discretion, upon a default with respect to the Secured Obligations, to foreclose such mortgage or deed of trust judicially or nonjudicially in any manner permitted by law, before or after enforcing this Agreement, without diminishing or affecting the liability of Pledgors hereunder.  Each Pledgor understands that (a) by virtue of the operation of California’s antideficiency law applicable to nonjudicial foreclosures, an election by Agent, the Trustee or the Holders nonjudicially to foreclose such a mortgage or deed of trust probably would have the effect of impairing or destroying rights of subrogation, reimbursement, contribution, or indemnity of such Pledgor against Grantors or other guarantors or sureties, and (b) absent the waiver given by such Pledgor herein, such an election would estop Agent, the Trustee or the Holders from enforcing this Agreement against such Pledgor.  Understanding the foregoing, and understanding that each Pledgor hereby is relinquishing a defense to the enforceability of this Agreement, each Pledgor hereby waives any right to assert against Agent, the Trustee or any  Holder any defense to the enforcement of this Agreement, whether denominated “estoppel” or otherwise, based on or arising from an election by Agent, the Trustee or any Holder nonjudicially to foreclose any such mortgage or deed of trust.  Each Pledgor understands that the effect of the foregoing waiver may be that such Pledgor may have liability hereunder for amounts with respect to which such Pledgor may be left without

14

rights of subrogation, reimbursement, contribution, or indemnity against Grantors or other guarantors or sureties.  Each Pledgor also agrees that the “fair market value” provisions of Section 580a of the California Code of Civil Procedure or any similar law of any other jurisdiction shall have no applicability with respect to the determination of such Pledgor’s liability under this Agreement.

(f)Without limiting the generality of any other waiver or other provision set forth in this Agreement, each Pledgor waives all rights and defenses that such Pledgor may have if Grantors’ debt is secured by real property.  This means, among other things:

(i)Agent, the Trustee or any Holder may collect from any Pledgor without first foreclosing on any real or personal property collateral that may be pledged by Grantors.

(ii)If Agent, the Trustee or any Holder foreclose(s) on any real property collateral that may be pledged by Grantors:

(iii)the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price.

(iv)Agent may collect from any Pledgor even if Agent, the Trustee or the Holders, by foreclosing on the real property collateral, has/have destroyed any right such Pledgor may have to collect from Grantors.

This is an unconditional and irrevocable waiver of any rights and defenses Pledgors may have if Grantors’ debt is secured by real property.  These rights and defenses are based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or any similar law of any other jurisdiction.

(g)WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS AGREEMENT, EACH PLEDGOR HEREBY WAIVES, TO THE MAXIMUM EXTENT SUCH WAIVER IS PERMITTED BY LAW, ANY AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE §§ 2787 THROUGH AND INCLUDING 2855, CALIFORNIA CODE OF CIVIL PROCEDURE §§ 580a, 580b, 580c, 580d, AND 726, AND CHAPTER 2 OF TITLE 14 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR LAW OF ANY OTHER JURISDICTION.

(h)WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS AGREEMENT, EACH PLEDGOR WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY AGENT, THE TRUSTEE OR THE HOLDERS, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR A SECURED OBLIGATION, HAS DESTROYED SUCH PLEDGOR’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST GRANTORS BY THE OPERATION OF SECTION 580d OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR OTHERWISE OR ANY SIMILAR LAW OF ANY OTHER JURISDICTION.

(i)Without affecting the generality of this Section, each Pledgor hereby also agrees to the following waivers:

(i)Each Pledgor agrees that Agent’s right to enforce this Agreement is absolute and is not contingent upon the genuineness, validity or enforceability of any of the Indenture Documents.  Each Pledgor waives all benefits and defenses it may have under California Civil Code Section 2810 or any similar law of any other jurisdiction and agrees that Agent’s rights under this Agreement shall be enforceable even if any of the Grantors had no liability at the time of execution of the Indenture Documents or later ceases to be liable.

15

(ii)Each Pledgor waives all benefits and defenses it may have under California Civil Code Section 2809 or any similar law of any other jurisdiction with respect to its obligations under this Agreement and agrees that Agent’s, the Trustee’s and the Holders’ rights under the Indenture Documents will remain enforceable even if the amount secured by the Indenture Documents is larger in amount and more burdensome than that for which Grantors are responsible.  The enforceability of this Agreement against Pledgors shall continue until all sums due under the Indenture Documents have been paid in full and shall not be limited or affected in any way by any impairment or any diminution or loss of value of any security or collateral for Grantors’ obligations under the Indenture Documents, from whatever cause, the failure of any security interest in any such security or collateral or any disability or other defense of Grantors, any other guarantor of Grantors’ obligations under the Indenture Documents, any pledgor of collateral for any person’s obligations to Agent, the Trustee or any Holder or any other person in connection with the Indenture Documents.

(iii)Each Pledgor waives all benefits and defenses it may have under California Civil Code Sections 2845, 2849 and 2850 or any similar law of any other jurisdiction with respect to its obligations under this Agreement, including, without limitation, the right to require Agent to (A) proceed against Grantors, any guarantor of Grantors’ obligations under the Indenture Documents, any other pledgor of collateral for any person’s obligations to Agent, the Trustee or the Holders or any other person in connection with the Indenture Documents, (B) proceed against or exhaust any other security or collateral Agent may hold for the benefit of Agent, the Trustee or the Holders, or (C) pursue any other right or remedy for such Pledgor’s benefit, and agrees that Agent may exercise its right under this Agreement without taking any action against Grantors, any guarantor of Grantors’ obligations under the Indenture Documents, any pledgor of collateral for any person’s obligations to Agent, the Trustee or the Holders or any other person in connection with the Indenture Documents, and without proceeding against or exhausting any security or collateral Agent holds for the benefit of Agent, the Trustee or the Holders.

27.Miscellaneous.

(a)This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement.  Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement.  Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.  The foregoing shall apply to each other Indenture Document mutatis mutandis.

(b)Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.

(c)Headings used in this Agreement are for convenience only and shall not be used in connection with the interpretation of any provision hereof.

(d)The pronouns used herein shall include, when appropriate, either gender and both singular and plural, and the grammatical construction of sentences shall conform thereto.

(e)So long as the Intercreditor Agreement is in effect, the rights, obligations and remedies of the parties shall be subject thereto.  This Agreement shall not impose any obligation or grant any right to any party to the extent that such obligation or right is inconsistent or conflicts with the Intercreditor Agreement.  This Section 27(e) is for the benefit of Agent, the Trustee and the Holders, and none of the Pledgors or Grantors shall be third party beneficiaries hereof.

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IN WITNESS WHEREOF, the undersigned parties hereto have executed this Agreement by and through their duly authorized officers, as of the day and year first above written.

Robert Black, 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:
R. Black, Inc., 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/ Sandeé Parks
Name:		Sandeé Parks
Title:			Vice President

SCHEDULE 1*

PLEDGED COMPANIES

Name of Pledgor Name of Pledged Company Number of Shares/Units Class of Interests Percentage of Class Owned Certificate Nos.

*  Registrants agree to furnish supplementally a copy of the omitted schedules to the Securities Exchange Commission upon its request.

SCHEDULE 2*

LIST OF UNIFORM COMMERCIAL CODE FILING JURISDICTIONS

Pledgor Jurisdiction

*  Registrants agree to furnish supplementally a copy of the omitted schedules to the Securities Exchange Commission upon its request.

SCHEDULE 3*

Pledgor Location

*  Registrants agree to furnish supplementally a copy of the omitted schedules to the Securities Exchange Commission upon its request.

EXHIBIT A

Annex 1 to Pledge and Security Agreement

PLEDGED INTERESTS ADDENDUM

This Pledged Interests Addendum, dated as of                      , 20       , is delivered pursuant to Section 5(b) of the Parent  Pledge Agreement referred to below.  The undersigned hereby agrees that this Pledged Interests Addendum may be attached to that certain Parent Pledge Agreement, dated as of December      , 2004 (as amended, restated, supplemented or otherwise modified from time to time, the “Parent 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 agrees that the additional interests listed on this Pledged Interests Addendum as set forth below shall be and become part of 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.

The undersigned hereby certifies that the representations and warranties set forth in Section 4 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.

[PLEDGOR]

By:

Title

Name of Pledgor Name of Pledged
Company Number of
Shares/Units Class of
Interests Percentage of
Class Owned Certificate
Nos.

EX-2.13

Exhibit 2.13

TRADEMARK SECURITY AGREEMENT

This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 20th day of December, 2004, among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., in its capacity as Collateral Agent (together with its successors, “Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Senior Secured Note Indenture, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), by and among RBG, LLC, a Nevada limited-liability company (“RBG”), Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), B & BB, Inc., a Nevada corporation (“B&BB”), Casablanca Resorts, LLC, a Nevada limited-liability company (“CBR”), Oasis Interval Ownership LLC, a Nevada limited-liability company  (“OIO”), Oasis Recreational Properties, Inc., a Nevada corporation  (“ORP”), and Oasis Interval Management LLC, a Nevada limited-liability company (“OIM,” together with RBG, Virgin River, B&BB, CBR, OIO, ORP and OIM, collectively, the “Grantors”) and The Bank of New York Trust Company, N.A., as trustee (in such capacity, the “Trustee”) and Collateral Agent;

WHEREAS, the Grantors shall have executed and delivered to Agent, for the benefit of the Agent, the Trustee and the Holders, that certain Security Agreement dated of even date herewith (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”);

WHEREAS, in order to induce the Trustee to enter into the Indenture and the other Indenture Documents (as hereinafter defined), Grantors have agreed to grant a continuing security interest in and to the Trademark Collateral (as hereinafter defined) in order to secure the due and punctual, prompt and complete payment, observance and performance of, among other things, (a) the Obligations of Grantors arising from this Agreement, (b) all present and future liabilities and Obligations (including, without limitation, Guarantee Obligations) of each of the Grantors of every type or description, arising under or in connection with the Notes, the Guarantees and the other Indenture Documents, whether for principal of or premium, if any, or Interest (or Liquidated Damages, if any) on the Notes, expenses, indemnities or other amounts (including attorneys’ fees and expenses), and (c) all other Obligations of Grantors arising from the Indenture and the other Indenture Documents, 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), and (c) being hereinafter referred to as the “Secured Obligations”), by the granting of the security interests contemplated by this Agreement, and

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:

1.DEFINED TERMS.  All capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement.

2.GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL.  Each Grantor hereby grants to Agent, for the benefit Agent, the Trustee and the Holders, a continuing first priority security interest in all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Trademark Collateral”):

(a)all of its Trademarks to which it is a party including those referred to on Schedule I hereto;

(b)all reissues, continuations or extensions of the foregoing;

(c)all goodwill of the business connected with the use of, and symbolized by, each Trademark and each Trademark Intellectual Property License; and

(d)all products and proceeds of the foregoing, including, without limitation, any claim by such Grantor against third parties for past, present or future (i) infringement or dilution of any Trademark or any Trademark licensed under any Intellectual Property License or (ii) injury to the goodwill associated with any Trademark or any Trademark licensed under any Intellectual Property License.

3.SECURITY AGREEMENT.  The security interests granted pursuant to this Trademark Security Agreement are granted in conjunction with the security interests granted to Agent, for the benefit Agent, the Trustee and the Holders, pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of Agent with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

4.AUTHORIZATION TO SUPPLEMENT.  If any Grantor shall obtain rights to any new trademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto. Grantors shall give prompt notice in writing to Agent with respect to any such new trademarks or renewal or extension of any trademark registration.   Without limiting Grantors’ obligations under this Section 4, Grantors hereby authorize Agent unilaterally to modify this Agreement by amending Schedule I to include any such new trademark rights of Grantors.  Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

5.COUNTERPARTS.  This Trademark Security Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument.  In proving this Trademark Security Agreement or any other Loan Document in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought.  Any signatures delivered by a party by facsimile transmission or by e-mail transmission shall be deemed an original signature hereto.

[signature page follows]

IN WITNESS WHEREOF, each Grantor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

Grantors:
Virgin River Casino Corporation
By:	/s/ Robert R. Black, Sr.
	Name:   Robert R. Black, Sr.
	Title:   Chief Executive Officer
RBG, LLC
By:	/s/ Robert R. Black, Sr.
	Name:   Robert R. Black, Sr.
	Title:   Manager
B & BB, Inc.
By:	/s/ Robert R. Black, Sr.
	Name:   Robert R. Black, Sr.
	Title:   Chief Executive Officer
CasaBlanca Resorts, LLC
By:	/s/ Robert R. Black, Sr.
	Name:   Robert R. Black, Sr.
	Title:   Manager of its Manager, RBG, LLC
Oasis Interval Ownership, LLC
By:	/s/ Robert R. Black, Sr.
	Name:   Robert R. Black, Sr.
	Title:   Manager

Oasis Interval Management, LLC
By:	/s/ Robert R. Black, Sr.
	Name:   Robert R. Black, Sr.
	Title:   Manager
Oasis Recreational Properties, Inc.
By:	/s/ Robert R. Black, Sr.
	Name:   Robert R. Black, Sr.
	Title:   President
Collateral Agent:
The Bank of New York Trust Company, N.A.
By:	/s/ Sandeé Parks
	Name:   Sandeé Parks
	Title:   Vice President

SCHEDULE I
to
TRADEMARK SECURITY AGREEMENT

Trademark Registrations/Applications*

Grantor Country Mark Application/ Registration No. App/Reg Date

Trade Names*

Common Law Trademarks*

Trademarks Not Currently In Use*

Trademark Licenses*

*  Registrants agree to furnish supplementally a copy of the omitted schedules to the Securities Exchange Commission upon its request.

EX-2.14

Exhibit 2.14

CREDIT AGREEMENT

by and among

B & B B, INC.

CASABLANCA RESORTS, LLC

OASIS INTERVAL MANAGEMENT, LLC

OASIS INTERVAL OWNERSHIP, LLC

OASIS RECREATIONAL PROPERTIES, INC.

RBG, LLC

and

VIRGIN RIVER CASINO CORPORATION

as Borrowers,

THE LENDERS THAT ARE SIGNATORIES HERETO

as the Lenders,

and

WELLS FARGO FOOTHILL, INC.

as the Arranger and Administrative Agent

Dated as of December 20, 2004

CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of December 20, 2004, by and among the lenders identified on the signature pages hereof (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”).

WHEREAS, RBG, VRCC and B&BB (collectively, the “Senior Secured Note Issuers”) and CBR, OIM, OIO and ORP (collectively, the “Senior Secured Note Guarantors”) and the Trustee have entered into the that certain Indenture pursuant to which, inter alia, the Senior Secured Note Issuers will issue certain Senior Secured Notes which are guaranteed by the Senior Secured Note Guarantors, and secured by a continuing security interest in certain assets of the Senior Secured Note Issuers and the Senior Secured Note Guarantors; and

WHEREAS, RBG, VRCC and B&BB (collectively, the “Senior Subordinated Note Issuers”) and CBR, OIM, OIO and ORP (collectively, the “Senior Subordinated Note Guarantors”) and the Trustee have entered into that certain Indenture pursuant to which, inter alia, the Senior Subordinated Note Issuers will issue certain Senior Subordinated Notes which are guaranteed by the Senior Subordinated Note Guarantors; and

WHEREAS, the Borrowers have requested the Lenders to provide them with a credit facility in an aggregate principal amount of up to $15,000,000, which the Lenders are willing to do on the terms and conditions set forth herein and in the other Loan Documents;

NOW, THEREFORE, in consideration of the foregoing and of the agreements contained herein, and other good and valid consideration, the receipt and adequacy of which is hereby expressly acknowledged, the parties hereby agree as follows:

1.DEFINITIONS AND CONSTRUCTION.

1.1Definitions.  Capitalized terms used in this Agreement shall have the meanings specified therefor on Schedule 1.1.  Any terms defined in the Senior Secured Note Indenture that are incorporated herein by reference shall be construed and defined as set forth in the Senior Secured Note Indenture as in effect on the Closing Date and, if such terms use additional defined terms from the Senior Secured Note Indenture, such additional defined terms (as set forth in the Senior Secured Note Indenture on the Closing Date) shall automatically be deemed incorporated into the defined term used in this Agreement.

1.2Accounting Terms.  All accounting terms not specifically defined herein shall be construed in accordance with GAAP.  When used herein, the term “financial statements” shall include the notes and schedules thereto.  Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to include Borrowers and their Subsidiaries on a combined basis unless the context clearly requires otherwise.

1.3Code.  Any terms used in this Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein, provided, however, that to the extent that the Code is used to define any term herein and such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 shall govern.

1.4Construction.  Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.”  The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Loan Document, as the case may be.  Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified.  Any reference in this Agreement or in the other Loan Documents to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein).  Any reference herein to the satisfaction or repayment in full of the Obligations shall mean the repayment in full in cash (or cash collateralization in accordance with the terms hereof) of all Obligations other than contingent indemnification Obligations and other than any Bank Product Obligations that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding and are not required to be repaid or cash collateralized pursuant to the provisions of this Agreement.  Any reference herein to any Person shall be construed to include such Person’s successors and assigns.  Any requirement of a writing contained herein or in the other Loan Documents shall be satisfied by the transmission of a Record and any Record transmitted shall constitute a representation and warranty as to the accuracy and completeness of the information contained therein.

1.5Schedules and Exhibits.  All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.

2.LOAN AND TERMS OF PAYMENT.

2.1Revolver Advances.

(a)Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make advances (“Advances”) to Borrowers in an amount at any one time outstanding not to exceed such Lender’s Pro Rata Share of an amount equal to the lesser of (i) the Maximum Revolver Amount less the Letter of Credit Usage less the Bank Product Reserve, or (ii) the Borrowing Base less the Letter of Credit Usage.

(b)Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including (i) the Environmental Reserve, (ii) the Lien Reserve, (iii) reserves with respect to (A) sums that Borrowers are required to pay by any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have failed to pay, and (B) amounts owing by Borrowers or their Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral.

2

(c)Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

2.2[Intentionally Omitted].

2.3Borrowing Procedures and Settlements.

(a)Procedure for Borrowing.  Each Borrowing shall be made by an irrevocable written request by an Authorized Person delivered to Agent.  Unless Swing Lender is not obligated to make a Swing Loan pursuant to Section 2.3(b) below, such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day that is the requested Funding Date specifying (i) the amount of such Borrowing, and (ii) the requested Funding Date, which shall be a Business Day; provided, however, that if Swing Lender is not obligated to make a Swing Loan as to a requested Borrowing, such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested Funding Date.  At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time.  In such circumstances, Borrowers agree that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request.

(b)Making of Swing Loans.  In the case of a request for an Advance and so long as either (i) the aggregate amount of Swing Loans made since the last Settlement Date plus the amount of the requested Advance does not exceed $1,500,000, or (ii) Swing Lender, in its sole discretion, shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender, as a Lender, shall make an Advance in the amount of such Borrowing (any such Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and such Advances being referred to collectively as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds to Borrowers’ Designated Account.  Each Swing Loan shall be deemed to be an Advance hereunder and shall be subject to all the terms and conditions applicable to other Advances, except that all payments on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own account.  Subject to the provisions of Section 2.3(d)(ii), Swing Lender as a Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date.  Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan.  The Swing Loans shall be secured by the Agent’s Liens, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Advances that are Base Rate Loans.

(c)Making of Loans.

(i)In the event that Swing Lender is not obligated to make a Swing Loan, then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing.  Each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto.  After Agent’s receipt of the proceeds of such Advances, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s Designated Account; provided, however, that, subject to the provisions of Section 2.3(d)(ii), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be

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satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

(ii)Unless Agent receives notice from a Lender prior to 9:00 a.m. (California time) on the date of a Borrowing, that such Lender will not make available as and when required hereunder to Agent for the account of Borrowers the amount of that Lender’s Pro Rata Share of the Borrowing, Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrowers on such date a corresponding amount.  If and to the extent any Lender shall not have made its full amount available to Agent in immediately available funds and Agent in such circumstances has made available to Borrowers such amount, that Lender shall on the Business Day following such Funding Date make such amount available to Agent, together with interest at the Defaulting Lender Rate for each day during such period.  A notice submitted by Agent to any Lender with respect to amounts owing under this subsection shall be conclusive, absent manifest error.  If such amount is so made available, such payment to Agent shall constitute such Lender’s Advance on the date of Borrowing for all purposes of this Agreement.  If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Administrative Borrower of such failure to fund and, upon demand by Agent, Borrowers shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Advances composing such Borrowing.  The failure of any Lender to make any Advance on any Funding Date shall not relieve any other Lender of any obligation hereunder to make an Advance on such Funding Date, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on any Funding Date.

(iii)Agent shall not be obligated to transfer to a Defaulting Lender any payments made by Borrowers to Agent for the Defaulting Lender’s benefit, and, in the absence of such transfer to the Defaulting Lender, Agent shall transfer any such payments to each other non-Defaulting Lender member of the Lender Group ratably in accordance with their Commitments (but only to the extent that such Defaulting Lender’s Advance was funded by the other members of the Lender Group) or, if so directed by Administrative Borrower and if no Default or Event of Default had occurred and is continuing (and to the extent such Defaulting Lender’s Advance was not funded by the Lender Group), retain same to be re-advanced to Borrowers as if such Defaulting Lender had made Advances to Borrowers.  Subject to the foregoing, Agent may hold and, in its Permitted Discretion, re-lend to Borrowers for the account of such Defaulting Lender the amount of all such payments received and retained by Agent for the account of such Defaulting Lender.  Solely for the purposes of voting or consenting to matters with respect to the Loan Documents, such Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero.  This Section shall remain effective with respect to such Lender until (x) the Obligations under this Agreement shall have been declared or shall have become immediately due and payable, (y) the non-Defaulting Lenders, Agent, and Administrative Borrower shall have waived such Defaulting Lender’s default in writing, or (z) the Defaulting Lender makes its Pro Rata Share of the applicable Advance and pays to Agent all amounts owing by Defaulting Lender in respect thereof.  The operation of this Section shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by Borrowers of their duties and obligations hereunder to Agent or to the Lenders other than such Defaulting Lender.  Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Administrative Borrower at its option, upon written notice to Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting Lender, such substitute Lender to be acceptable to Agent.  In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being repaid its share of the outstanding Obligations (other than Bank Product Obligations, but including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever;

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provided however, that any such assumption of the Commitment of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Lender Groups’ or Borrowers’ rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund.

(d)Protective Advances and Optional Overadvances.

(i)Agent hereby is authorized by Borrowers and the Lenders, from time to time in Agent’s sole discretion, (A) after the occurrence and during the continuance of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Section 3 are not satisfied, to make Advances to Borrowers on behalf of the Lenders that Agent, in its Permitted Discretion deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of repayment of the Obligations (other than the Bank Product Obligations), or (3) to pay any other amount chargeable to Borrowers pursuant to the terms of this Agreement, including Lender Group Expenses and other amounts described in Section 9 (any of the Advances described in this Section 2.3(d)(i) shall be referred to as “Protective Advances”).

(ii)Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and either Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Borrowers notwithstanding that an Overadvance exists or thereby would be created, so long as (A) after giving effect to such Advances, the outstanding Revolver Usage does not exceed the Borrowing Base by more than $1,500,000, and (B) after giving effect to such Advances, the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Revolver Amount.  In the event Agent obtains actual knowledge that the Revolver Usage exceeds the amounts permitted by the immediately foregoing provisions, regardless of the amount of, or reason for, such excess, Agent shall notify the Lenders as soon as practicable (and prior to making any (or any additional) intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value), and the Lenders with Revolver Commitments thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrowers intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrowers to an amount permitted by the preceding paragraph.  In such circumstances, if any Lender with a Revolver Commitment disagrees over the proposed terms of reduction or repayment of any Overadvance, the terms of reduction or repayment thereof shall be implemented according to the determination of the Required Lenders.  Each Lender with a Revolver Commitment shall be obligated to settle with Agent as provided in Section 2.3(e) for the amount of such Lender’s Pro Rata Share of any unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.3(d)(ii), and any Overadvances resulting from the charging to the Loan Account of interest, fees, or Lender Group Expenses.

(iii)Each Protective Advance and each Overadvance shall be deemed to be an Advance hereunder, except that no Protective Advance or Overadvance shall be eligible to be a LIBOR Rate Loan and all payments on the Protective Advances shall be payable to Agent solely for its own account.  The Protective Advances and Overadvances shall be repayable on demand, secured by the Agent’s Liens, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Advances that are Base Rate Loans.  The provisions of this Section 2.3(d) are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit any Borrower in any way.

(e)Settlement.  It is agreed that each Lender’s funded portion of the Advances is intended by the Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Advances.  Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of any Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among the Lenders as to the Advances, the Swing Loans, and the Protective Advances shall take place on a periodic basis in accordance with the following provisions:

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(i)Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent, (1) on behalf of Swing Lender, with respect to each outstanding Swing Loan, (2) for itself, with respect to the outstanding Protective Advances, and (3) with respect to Borrowers’ or their Subsidiaries’ Collections received, as to each by notifying the Lenders by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 2:00 p.m. (California time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”).  Such notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances, Swing  Loans, and Protective Advances for the period since the prior Settlement Date.  Subject to the terms and conditions contained herein (including Section 2.3(c)(iii)):  (y) if a Lender’s balance of the Advances (including Swing Loans and Protective Advances) exceeds such Lender’s Pro Rata Share of the Advances (including Swing Loans and Protective Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. (California time) on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans and Protective Advances), and (z) if a Lender’s balance of the Advances (including Swing Loans and Protective Advances) is less than such Lender’s Pro Rata Share of the Advances (including Swing Loans and Protective Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. (California time) on the Settlement Date transfer in immediately available funds to the Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans and Protective Advances).  Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans or Protective Advances and, together with the portion of such Swing Loans or Protective Advances representing Swing Lender’s Pro Rata Share thereof, shall constitute Advances of such Lenders.  If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate.

(ii)In determining whether a Lender’s balance of the Advances, Swing Loans, and Protective Advances is less than, equal to, or greater than such Lender’s Pro Rata Share of the Advances, Swing Loans, and Protective Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by Agent with respect to principal, interest, fees payable by Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral.  To the extent that a net amount is owed to any such Lender after such application, such net amount shall be distributed by Agent to that Lender as part of such next Settlement.

(iii)Between Settlement Dates, Agent, to the extent no Protective Advances or Swing Loans are outstanding, may pay over to Swing Lender any payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to Swing Lender’s Pro Rata Share of the Advances.  If, as of any Settlement Date, Collections of Borrowers or their Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Advances other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders, to be applied to the outstanding Advances of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances.  During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Protective Advances, and each Lender (subject to the effect of agreements between Agent and individual Lenders) with respect to the Advances other than Swing Loans and Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, Agent, or the Lenders, as applicable.

(f)Notation.  Agent shall record on its books the principal amount of the Advances owing to each Lender, including the Swing Loans owing to Swing Lender, and Protective Advances owing to

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Agent, and the interests therein of each Lender, from time to time and such records shall, absent manifest error, conclusively be presumed to be correct and accurate.

(g)Lenders’ Failure to Perform.  All Advances (other than Swing Loans and Protective Advances) shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares.  It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Advance (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.

2.4Payments.

(a)Payments by Borrowers.

(i)Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account for the account of the Lender Group and shall be made in immediately available funds, no later than 11:00 a.m. (California time) on the date specified herein.  Any payment received by Agent later than 11:00 a.m. (California time), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day.

(ii)Unless Agent receives notice from Administrative Borrower prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender.  If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid.

(b)Apportionment and Application.

(i)Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent’s separate account, after giving effect to any agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates.  All payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent, shall be applied as follows:

(A)first, ratably to pay any Lender Group Expenses then due to Agent or any of the Lenders under the Loan Documents, until paid in full,

(B)second, ratably to pay any fees or premiums then due to Agent (for its separate account, after giving effect to any agreements between Agent and individual Lenders) or any of the Lenders under the Loan Documents until paid in full,

(C)third, to pay interest due in respect of all Protective Advances until paid in full,

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(D)fourth, to pay the principal of all Protective Advances until paid in full,

(E)fifth, ratably to pay interest due in respect of the Advances (other than Protective Advances), and the Swing Loans until paid in full,

(F)sixth,  to pay the principal of all Swing Loans until paid in full,

(G)seventh, so long as no Event of Default has occurred and is continuing, and at Agent’s election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due and owing by Administrative Borrower or its Subsidiaries in respect of Bank Products, until paid in full,

(H)eighth, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances (other than Protective Advances) until paid in full,

(I)ninth, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances (other than Protective Advances) until paid in full, (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Borrowers’ and its Subsidiaries’ obligations in respect of Bank Products have been paid in full or the cash collateral amount has been exhausted,

(J)tenth, if an Event of Default has occurred and is continuing, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Borrowers’ and its Subsidiaries’ obligations in respect of Bank Products), and

(K)eleventh, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law.

(ii)Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in Section 2.3(e).

(iii)In each instance, so long as no Event of Default has occurred and is continuing, this Section 2.4(b) shall not apply to any payment made by Borrowers to Agent and specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement.

(iv)For purposes of the foregoing, “paid in full” means payment of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.

(v)In the event of a direct conflict between the priority provisions of this Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent

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possible, to be in concert with each other.  In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.4 shall control and govern.

2.5Overadvances.  If, at any time or for any reason, the amount of Obligations owed by Borrowers to the Lender Group pursuant to Section 2.1 or Section 2.12 is greater than any of the limitations set forth in Section 2.1 or Section 2.12, as applicable (an “Overadvance”), Borrowers immediately shall pay to Agent, in cash, the amount of such excess, which amount shall be used by Agent to reduce the Obligations in accordance with the priorities set forth in Section 2.4(b).  In addition, Borrowers hereby promise to pay the Obligations (including principal, interest, fees, costs, and expenses) in Dollars in full as and when due and payable under the terms of this Agreement and the other Loan Documents.

2.6Interest Rates and Letter of Credit Fee:  Rates, Payments, and Calculations.

(a)Interest Rates.  Except as provided in clause (c) below, all Obligations (except for undrawn Letters of Credit and except for Bank Product Obligations) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest on the Daily Balance thereof as follows (i) if the relevant Obligation is an Advance that is a LIBOR Rate Loan, at a per annum rate equal to the LIBOR Rate plus the LIBOR Rate Margin, and (ii) otherwise, at a per annum rate equal to the Base Rate plus the Base Rate Margin.

(b)Letter of Credit Fee.  Borrowers shall pay Agent (for the ratable benefit of the Lenders with a Revolver Commitment, subject to any agreements between Agent and individual Lenders), a Letter of Credit fee (in addition to the charges, commissions, fees, and costs set forth in Section 2.12(e)) which shall accrue at a rate equal to 3.00% per annum times the Daily Balance of the undrawn amount of all outstanding Letters of Credit.

(c)Default Rate.  Upon the occurrence and during the continuation of an Event of Default (and at the election of Agent or the Required Lenders),

(i)all Obligations (except for undrawn Letters of Credit and except for Bank Product Obligations) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest on the Daily Balance thereof at a per annum rate equal to 2 percentage points above the per annum rate otherwise applicable hereunder, and

(ii)the Letter of Credit fee provided for above shall be increased to 2 percentage points above the per annum rate otherwise applicable hereunder.

(d)Payment.  Except as provided to the contrary in Section 2.11 or Section 2.13(a), interest, Letter of Credit fees, and all other fees payable hereunder shall be due and payable, in arrears, on the first day of each month at any time that Obligations or Commitments are outstanding.  Borrowers hereby authorize Agent, from time to time, without prior notice to Borrowers, to charge all interest and fees (when due and payable), all Lender Group Expenses (as and when incurred), all charges, commissions, fees, and costs provided for in Section 2.12(e) (as and when accrued or incurred), all fees and costs provided for in Section 2.11 (as and when accrued or incurred), and all other payments as and when due and payable under any Loan Document (including any amounts due and payable to the Bank Product Providers in respect of Bank Products up to the amount of the Bank Product Reserve) to Borrowers’ Loan Account, which amounts thereafter shall constitute Advances hereunder and shall accrue interest at the rate then applicable to Advances hereunder.  Any interest not paid when due shall be compounded by being charged to Borrowers’ Loan Account and shall thereafter constitute Advances hereunder and shall accrue interest at the rate then applicable to Advances that are Base Rate Loans hereunder.

(e)Computation.  All interest and fees chargeable under the Loan Documents shall be computed on the basis of a 360 day year for the actual number of days elapsed.  In the event the Base Rate is

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changed from time to time hereafter, the rates of interest hereunder based upon the Base Rate automatically and immediately shall be increased or decreased by an amount equal to such change in the Base Rate.

(f)Intent to Limit Charges to Maximum Lawful Rate.  In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable.  Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess.

2.7Cash Management.

(a)Within 30 days of the Closing Date, Borrowers shall and shall cause each of their Subsidiaries to (i) establish and maintain cash management services of a type and on terms satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of their and their Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrowers or their Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks.

(b)Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrowers, in form and substance acceptable to Agent.  Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrowers or their Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) from and after the date that it receives written notification from Agent, it will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account.  Anything contained herein to the contrary notwithstanding, Agent agrees that it shall not provide the above described instruction to any Cash Management Bank, unless and until an Event of Default has occurred and is continuing.  Once an Event of Default has occurred and is continuing, Agent shall be free to exercise its right to issue such instruction and the subsequent elimination of the subject Event of Default shall not eliminate the effectiveness of such instruction.

(c)So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, a Borrower or its Subsidiary, as applicable, and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement.  Borrowers (or their Subsidiaries, as applicable) shall close any of their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with

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respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment.

(d)The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

2.8Crediting Payments.  The receipt of any payment item by Agent (whether from transfers to Agent by the Cash Management Banks pursuant to the Cash Management Agreements or otherwise) shall not be considered a payment on account unless such payment item is a wire transfer of immediately available federal funds made to the Agent’s Account or unless and until such payment item is honored when presented for payment.  Should any payment item not be honored when presented for payment, then Borrowers shall be deemed not to have made such payment and interest shall be calculated accordingly.  Anything to the contrary contained herein notwithstanding, any payment item shall be deemed received by Agent only if it is received into the Agent’s Account on a Business Day on or before 11:00 a.m. (California time).  If any payment item is received into the Agent’s Account on a non-Business Day or after 11:00 a.m. (California time) on a Business Day, it shall be deemed to have been received by Agent as of the opening of business on the immediately following Business Day.

2.9Designated Account.  Agent is authorized to make the Advances, and Issuing Lender is authorized to issue the Letters of Credit, under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person or, without instructions, if pursuant to Section 2.6(d).  Administrative Borrower agrees to establish and maintain the Designated Account with the Designated Account Bank for the purpose of receiving the proceeds of the Advances requested by Borrowers and made by Agent or the Lenders hereunder.  Unless otherwise agreed by Agent and Administrative Borrower, any Advance, Protective Advance, or Swing Loan requested by Borrowers and made by Agent or the Lenders hereunder shall be made to the Designated Account.

2.10Maintenance of Loan Account; Statements of Obligations.  Agent shall maintain an account on its books in the name of Borrowers (the “Loan Account”) on which Borrowers will be charged with all Advances (including Protective Advances and Swing Loans) made by Agent, Swing Lender, or the Lenders to Borrowers or for Borrowers’ account, the Letters of Credit issued by Issuing Lender for Borrowers’ account, and with all other payment Obligations hereunder or under the other Loan Documents (except for Bank Product Obligations), including, accrued interest, fees and expenses, and Lender Group Expenses.  In accordance with Section 2.8, the Loan Account will be credited with all payments received by Agent from Borrowers or for Borrowers’ account, including all amounts received in the Agent’s Account from any Cash Management Bank.  Agent shall render monthly statements regarding the Loan Account to Administrative Borrower, including principal, interest, fees, and including an itemization of all charges and expenses constituting Lender Group Expenses owing, and such statements, absent manifest error, shall be conclusively presumed to be correct and accurate and constitute an account stated between Borrowers and the Lender Group unless, within 30 days after receipt thereof by Administrative Borrower, Administrative Borrower shall deliver to Agent written objection thereto describing the error or errors contained in any such statements.

2.11Fees.  Borrowers shall pay to Agent, as and when due and payable under the terms of the Fee Letter, the fees set forth in the Fee Letter.

2.12Letters of Credit.

(a)Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Wells Fargo) for the account of Borrowers.  Each request for the issuance of a Letter of Credit or the amendment, renewal, or extension of any outstanding Letter of Credit shall be made in writing by an

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Authorized Person and delivered to the Issuing Lender and Agent via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension.  Each such request shall be in form and substance satisfactory to the Issuing Lender in its Permitted Discretion and shall specify (i) the amount of such Letter of Credit, (ii) the date of issuance, amendment, renewal, or extension of such Letter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit.  If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking.  The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

(i)the Letter of Credit Usage would exceed the Borrowing Base less the outstanding amount of Advances, or

(ii)the Letter of Credit Usage would exceed $3,000,000, or

(iii)the Letter of Credit Usage would exceed the Maximum Revolver Amount less the outstanding amount of Advances.

Borrowers and the Lender Group acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date.  Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its Permitted Discretion), including the requirement that the amounts payable thereunder must be payable in Dollars.  If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Administrative Borrower shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Administrative Borrower prior to such time on such date, then not later than 11:00 a.m., California time, on the Business Day that Administrative Borrower receives such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Advances that are Base Rate Loans under Section 2.6.  To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance.  Promptly following receipt by Agent of any payment from Borrowers pursuant to this paragraph, Agent shall distribute such payment to the Issuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.12(c) to reimburse the Issuing Lender, then to such Lenders and the Issuing Lender as their interests may appear.

(b)Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.12(a), each Lender with a Revolver Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Agent shall promptly pay to Issuing Lender the amounts so received by it from the Lenders.  By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Lenders with Revolver Commitments, the Issuing Lender shall be deemed to have granted to each Lender with a Revolver Commitment, and each Lender with a Revolver Commitment shall be deemed to have purchased, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Lender agrees to pay to

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Agent, for the account of the Issuing Lender, such Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit.  In consideration and in furtherance of the foregoing, each Lender with a Revolver Commitment hereby absolutely and unconditionally agrees to pay to Agent, for the account of the Issuing Lender, such Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (a) of this Section, or of any reimbursement payment required to be refunded to Borrowers for any reason.  Each Lender with a Revolver Commitment acknowledges and agrees that its obligation to deliver to Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share of each L/C Disbursement made by the Issuing Lender pursuant to this Section 2.12(b) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof.  If any such Lender fails to make available to Agent the amount of such Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, such Lender shall be deemed to be a Defaulting Lender and Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate until paid in full.

(c)Each Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless from any loss, cost, expense, or liability, and reasonable attorneys fees incurred by the Lender Group arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability to the extent that it is caused by the gross negligence or willful misconduct of the Issuing Lender or any other member of the Lender Group.  Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Lender Group shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto.  Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer.  Each Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Lender Group under any L/C Undertaking as a result of the Lender Group’s indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability to the extent that it is caused by the gross negligence or willful misconduct of the Issuing Lender or any other member of the Lender Group.  Each Borrower hereby acknowledges and agrees that neither the Lender Group nor the Issuing Lender shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment in connection with any Letter of Credit.

(d)Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application.

(e)Any and all issuance charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit shall be Lender Group Expenses for purposes of this Agreement and immediately shall be reimbursable by Borrowers to Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that the issuance charge imposed by the prospective Underlying Issuer is .850% per annum times the face amount of each Underlying Letter of Credit and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals.

(f)If by reason of (i) any change after the Closing Date in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (ii) compliance by the Underlying Issuer or the Lender Group with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority

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including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto):

(i)any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or

(ii)there shall be imposed on the Underlying Issuer or the Lender Group any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto;

and the result of the foregoing is to increase, directly or indirectly, the cost to the Lender Group of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Lender Group, then, and in any such case, Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and Borrowers shall pay on demand such amounts as Agent may specify to be necessary to compensate the Lender Group for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Base Rate Loans hereunder.  The determination by Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

2.13LIBOR Option.

(a)Interest and Interest Payment Dates.  In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option (the “LIBOR Option”) to have interest on all or a portion of the Advances be charged at a rate of interest based upon the LIBOR Rate.  Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof.  On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder.  At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

(b)LIBOR Election.

(i)Administrative Borrower may, at any time and from time to time, so long as no Event of Default has occurred and is continuing, elect to exercise the LIBOR Option by notifying Agent prior to 11:00 a.m. (California time) at least 3 Business Days prior to the commencement of the proposed Interest Period (the “LIBOR Deadline”).  Notice of Administrative Borrower’s election of the LIBOR Option for a permitted portion of the Advances and an Interest Period pursuant to this Section shall be made by delivery to Agent of a LIBOR Notice received by Agent before the LIBOR Deadline, or by telephonic notice received by Agent before the LIBOR Deadline (to be confirmed by delivery to Agent of a LIBOR Notice received by Agent prior to 5:00 p.m. (California time) on the same day).  Promptly upon its receipt of each such LIBOR Notice, Agent shall provide a copy thereof to each of the Lenders having a Revolver Commitment.

(ii)Each LIBOR Notice shall be irrevocable and binding on Borrowers.  In connection with each LIBOR Rate Loan, each Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense incurred by Agent or any Lender as a result of (a) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable

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thereto (including as a result of an Event of Default), (b) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto, or (c) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”).  Funding Losses shall, with respect to Agent or any Lender, be deemed to equal the amount determined by Agent or such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market.  A certificate of Agent or a Lender delivered to Administrative Borrower setting forth any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section 2.13 shall be conclusive absent manifest error.

(iii)Borrowers shall have not more than 5 LIBOR Rate Loans in effect at any given time.  Borrowers only may exercise the LIBOR Option for LIBOR Rate Loans of at least $1,000,000 and integral multiples of $500,000 in excess thereof.

(c)Prepayments.  Borrowers may prepay LIBOR Rate Loans at any time; provided, however, that in the event that LIBOR Rate Loans are prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any automatic prepayment through the required application by Agent of proceeds of Borrowers’ and their Subsidiaries’ Collections in accordance with Section 2.4(b) or for any other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, each Borrower shall indemnify, defend, and hold Agent and the Lenders and their Participants harmless against any and all Funding Losses in accordance with clause (b)(ii) above.

(d)Special Provisions Applicable to LIBOR Rate.

(i)The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR Rate.  In any such event, the affected Lender shall give Administrative Borrower and Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, Administrative Borrower may, by notice to such affected Lender (y) require such Lender to furnish to Administrative Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) above).

(ii)In the event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation of application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Agent and Administrative Borrower and Agent promptly shall transmit the notice to each other Lender and (y) in the case of any LIBOR Rate Loans of such Lender that are outstanding, the date specified in such Lender’s notice shall be deemed to be the last day of the Interest Period of such LIBOR Rate Loans, and interest upon the LIBOR

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Rate Loans of such Lender thereafter shall accrue interest at the rate then applicable to Base Rate Loans, and (z) Borrowers shall not be entitled to elect the LIBOR Option until such Lender determines that it would no longer be unlawful or impractical to do so.

(e)No Requirement of Matched Funding.  Anything to the contrary contained herein notwithstanding, neither Agent, nor any Lender, nor any of their Participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate.  The provisions of this Section shall apply as if each Lender or its Participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate by acquiring eurodollar deposits for each Interest Period in the amount of the LIBOR Rate Loans.

2.14Capital Requirements.  If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Administrative Borrower and Agent thereof.  Following receipt of such notice, Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 90 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error).  In determining such amount, such Lender may use any reasonable averaging and attribution methods.

2.15Joint and Several Liability of Borrowers.

(a)Each Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations.

(b)Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Obligations (including, without limitation, any Obligations arising under this Section 2.15), it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them.

(c)If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation.

(d)The Obligations of each Borrower under the provisions of this Section 2.15 constitute the absolute and unconditional, full recourse Obligations of each Borrower enforceable against each Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever.

(e)Except as otherwise expressly provided in this Agreement, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Advances or Letters of Credit issued

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under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Agent or Lenders under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement).  Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or Lenders at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Agent or Lenders in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower.  Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of any Agent or Lender with respect to the failure by any Borrower to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section 2.15 afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its Obligations under this Section 2.15, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of each Borrower under this Section 2.15 shall not be discharged except by performance and then only to the extent of such performance.  The Obligations of each Borrower under this Section 2.15 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower or any Agent or Lender.

(f)Each Borrower represents and warrants to Agent and Lenders that such Borrower is currently informed of the financial condition of Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations.  Each Borrower further represents and warrants to Agent and Lenders that such Borrower has read and understands the terms and conditions of the Loan Documents.  Each Borrower hereby covenants that such Borrower will continue to keep informed of Borrowers’ financial condition, the financial condition of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations.

(g)Each Borrower waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Agent’s or such Lender’s rights of subrogation and reimbursement against such Borrower:

(h)Each Borrower waives all rights and defenses that such Borrower may have because the Obligations are secured by Real Property.  This means, among other things:

(i)Agent and Lenders may collect from such Borrower without first foreclosing on any real or personal property Collateral pledged by Borrowers.

(ii)If Agent or any Lender forecloses on any Real Property Collateral pledged by Borrowers:

(A)The amount of the Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price.

(B)Agent and Lenders may  collect from such Borrower even if Agent or Lenders, by foreclosing on the Real Property Collateral, has destroyed any right such Borrower may have to collect from the other Borrowers.

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This is an unconditional and irrevocable waiver of any rights and defenses such Borrower may have because the Obligations are secured by Real Property.

(i)The provisions of this Section 2.15 are made for the benefit of Agent, Lenders and their respective successors and assigns, and may be enforced by it or them from time to time against any or all Borrowers as often as occasion therefor may arise and without requirement on the part of any such Agent, Lender, successor or assign first to marshal any of its or their claims or to exercise any of its or their rights against any Borrower or to exhaust any remedies available to it or them against any Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy.  The provisions of this Section 2.15 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied.  If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by any Agent or Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 2.15 will forthwith be reinstated in effect, as though such payment had not been made.

(j)Each Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Agent or Lenders with respect to any of the Obligations or any collateral security therefor until such time as all of the Obligations have been paid in full in cash.  Any claim which any Borrower may have against any other Borrower with respect to any payments to any Agent or Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Borrower, its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Borrower therefor.

(k)Each Borrower hereby agrees that, after the occurrence and during the continuance of any Default or Event of Default, the payment of any amounts due with respect to the indebtedness owing by any Borrower to any other Borrower is hereby subordinated to the prior payment in full in cash of the Obligations.  Each Borrower hereby agrees that after the occurrence and during the continuance of any Default or Event of Default, such Borrower will not demand, sue for or otherwise attempt to collect any indebtedness of any other Borrower owing to such Borrower until the Obligations shall have been paid in full in cash.  If, notwithstanding the foregoing sentence, such Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Borrower as trustee for Agent, and such Borrower shall deliver any such amounts to Agent for application to the Obligations in accordance with Section 2.4(b).

3.CONDITIONS; TERM OF AGREEMENT.

3.1Conditions Precedent to the Initial Extension of Credit.  The obligation of each Lender to make its initial extension of credit provided for hereunder, is subject to the fulfillment, to the satisfaction of Agent and each Lender of each of the conditions precedent set forth on Schedule 3.1 (the making of such initial extension of credit by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent).

3.2Conditions Precedent to all Extensions of Credit.  The obligation of the Lender Group (or any member thereof) to make any Advances hereunder at any time (or to extend any other credit hereunder) shall be subject to the following conditions precedent:

(a)the representations and warranties contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, as

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though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date);

(b)no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof;

(c)no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, any Lender, or any of their Affiliates; and

(d)no Material Adverse Change shall have occurred.

3.3Conditions Subsequent to all Extensions of Credit.  The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):

(a)On or before the Closing Date, Borrowers will use their reasonable best efforts to obtain all necessary consents or approvals of the Nevada Gaming Authorities to permit the pledge of Stock to Agent pursuant to the Parent Pledge Agreement.

3.4Term.  This Agreement shall continue in full force and effect for a term ending on December 21, 2008 (the “Maturity Date”).  The foregoing notwithstanding, the Lender Group, upon the election of the Required Lenders, shall have the right to terminate its obligations under this Agreement immediately and without notice upon the occurrence and during the continuation of an Event of Default.

3.5Effect of Termination.  On the date of termination of this Agreement, all Obligations (including contingent reimbursement obligations of Borrowers with respect to outstanding Letters of Credit and including all Bank Product Obligations) immediately shall become due and payable without notice or demand (including (a) either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Agent for the benefit of the Bank Product Providers with respect to the Bank Product Obligations).  No termination of this Agreement, however, shall relieve or discharge Borrowers or their Subsidiaries of their duties, Obligations, or covenants hereunder or under any other Loan Document and the Agent’s Liens in the Collateral shall remain in effect until all Obligations have been paid in full and the Lender Group’s obligations to provide additional credit hereunder have been terminated.  When this Agreement has been terminated and all of the Obligations have been paid in full and the Lender Group’s obligations to provide additional credit under the Loan Documents have been terminated irrevocably, Agent will, at Borrowers’ sole expense, promptly execute and deliver any termination statements, lien releases, mortgage releases, re-assignments of trademarks, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are reasonably necessary to release, as of record, the Agent’s Liens and all notices of security interests and liens previously filed by Agent with respect to the Obligations.

3.6Early Termination by Borrowers.  Borrowers have the option, at any time upon 90 days prior written notice by Administrative Borrower to Agent, to terminate this Agreement by paying to Agent, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Agent for the benefit of the Bank Product Providers with respect to the Bank Products Obligations), in full.  If Administrative Borrower has sent a notice of termination pursuant to the provisions of this Section, then the

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Commitments shall terminate and Borrowers shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Agent for the benefit of the Bank Product Providers with respect to the Bank Products Obligations), in full, on the date set forth as the date of termination of this Agreement in such notice.

4.REPRESENTATIONS AND WARRANTIES.

In order to induce the Lender Group to enter into this Agreement, each Borrower makes the following representations and warranties to the Lender Group which shall be true, correct, and complete, in all material respects, as of the date hereof, and shall be true, correct, and complete, in all material respects, as of the Closing Date, and at and as of the date of the making of each Advance (or other extension of credit) made thereafter, as though made on and as of the date of such Advance (or other extension of credit) (except to the extent that such representations and warranties relate solely to an earlier date) and such representations and warranties shall survive the execution and delivery of this Agreement:

4.1No Encumbrances.  Each Borrower and its Subsidiaries has good and indefeasible title to, or a valid leasehold interest in, their personal property assets and good and marketable title to, or a valid leasehold interest in, their Real Property, in each case, free and clear of Liens except for Permitted Liens.

4.2[Intentionally Omitted].

4.3[Intentionally Omitted].

4.4Equipment.  Each material item of Equipment of Borrowers and their Subsidiaries is used or held for use in their business and is in good working order, ordinary wear and tear and damage by casualty excepted.

4.5Location of Inventory and Equipment.  The Inventory and Equipment (other than vehicles or Equipment out for repair) of Borrowers and their Subsidiaries are not stored with a bailee, warehouseman, or similar party and are located only at, or in-transit between, the locations identified on Schedule 4.5 (as such Schedule may be updated pursuant to Section 5.9).

4.6Inventory Records.  Each Borrower keeps correct and accurate records itemizing and describing the type, quality, and quantity of its and its Subsidiaries’ Inventory and the book value thereof.

4.7State of Incorporation; Location of Chief Executive Office; Organizational Identification Number; Commercial Tort Claims.

(a)The jurisdiction of organization of each Borrower and each of its Subsidiaries is set forth on Schedule 4.7.

(b)The chief executive office of each Borrower and each of its Subsidiaries is located at the address indicated on Schedule 4.7 (as such Schedule may be updated pursuant to Section 5.9).

(c)Each Borrower’s and each of its Subsidiaries’ organizational identification number, if any, are identified on Schedule 4.7.

(d)As of the Closing Date, Borrowers and their Subsidiaries do not hold any commercial tort claims, except as set forth on Schedule 4.7.

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4.8Due Organization and Qualification; Subsidiaries.

(a)Each Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization and qualified to do business in any state where the failure to be so qualified reasonably could be expected to result in a Material Adverse Change.

(b)Set forth on Schedule 4.8(b), is a complete and accurate description of the authorized capital Stock of each Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding.  Other than as described on Schedule 4.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of each Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument.  No Borrower is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital Stock or any security convertible into or exchangeable for any of its capital Stock.

(c)Set forth on Schedule 4.8(c), is a complete and accurate list of each Borrower’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Stock authorized for each of such Subsidiaries, and (iii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by the applicable Borrower.  All of the outstanding capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable.

(d)Except as set forth on Schedule 4.8(c), there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s Subsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument.  No Borrower or any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise  acquire or retire any shares of any Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

4.9Due Authorization; No Conflict.

(a)As to each Borrower, the execution, delivery, and performance by such Borrower of this Agreement and the other Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.

(b)As to each Borrower, the execution, delivery, and performance by such Borrower of this Agreement and the other Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (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 any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of such Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower’s interestholders or any approval or consent of any Person under any material contractual obligation of any Borrower, other than consents or approvals that have been obtained and that are still in force and effect.

(c)Other than the filing of financing statements, and the recordation of the Mortgages, the execution, delivery, and performance by each Borrower of this Agreement and the other Loan Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained and that are still in force and effect.

(d)As to each Borrower, this Agreement and the other Loan Documents to which such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered

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by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower 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.

(e)The Agent’s Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens.

4.10Litigation.  Other than those matters disclosed on Schedule 4.10, and other than matters arising after the Closing Date that reasonably could not be expected to result in a Material Adverse Change, there are no actions, suits, or proceedings pending or, to the best knowledge of each Borrower, threatened against any Borrower or any of its Subsidiaries.

4.11No Material Adverse Change.  All financial statements relating to Borrowers and their Subsidiaries that have been delivered by Borrowers to the Lender Group have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and present fairly in all material respects, Borrowers’ and their Subsidiaries’ financial condition as of the date thereof and results of operations for the period then ended.  There has not been a Material Adverse Change with respect to Borrowers and their Subsidiaries since the date of the latest financial statements submitted to Agent on or before the Closing Date.

4.12Fraudulent Transfer.

(a)Each Borrower and each Subsidiary of a Borrower is Solvent.

(b)No transfer of property is being made by any Borrower or any Subsidiary of a Borrower and no obligation is being incurred by any Borrower or any Subsidiary of a Borrower in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of Borrowers or their Subsidiaries.

4.13Employee Benefits.  None of Borrowers, any of their Subsidiaries, or any of their ERISA Affiliates maintains or contributes to any Benefit Plan.

4.14Environmental Condition.  Except as set forth on Schedule 4.14, (a) to Borrowers’ knowledge, none of Borrowers’ or their Subsidiaries’ properties or assets has ever been used by Borrowers, their Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such use, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law, (b) to Borrowers’ knowledge, none of Borrowers’ nor their Subsidiaries’ properties or assets has ever been designated or identified in any manner pursuant to any environmental protection statute as a Hazardous Materials disposal site, (c) none of Borrowers nor any of their Subsidiaries have received notice that a Lien arising under any Environmental Law has attached to any revenues or to any Real Property owned or operated by Borrowers or their Subsidiaries, and (d) none of Borrowers nor any of their Subsidiaries have received a summons, citation, notice, or directive from the United States Environmental Protection Agency or any other federal or state governmental agency concerning any action or omission by any Borrower or any Subsidiary of a Borrower resulting in the releasing or disposing of Hazardous Materials into the environment.

4.15Intellectual Property.  Each Borrower and each Subsidiary of a Borrower owns, or holds licenses in, all trademarks, trade names, copyrights, patents, patent rights, and licenses that are necessary to the conduct of its business as currently conducted, and attached hereto as Schedule 4.15 (as updated from time to time) is a true, correct, and complete listing of all material patents, patent applications, trademarks, trademark applications, copyrights, and copyright registrations as to which each Borrower or one of its Subsidiaries is the owner or is an exclusive licensee.

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4.16Leases.  Other than in relation to that certain Lease-Buy-Out and Condominium Conversion Management Agreement to be entered into among RBG, MDW Mesquite, LLC and Robert S. Black Sr. (the “Mesquite Lease Termination Agreement”),Borrowers and their Subsidiaries enjoy peaceful and undisturbed possession under all leases material to their business and to which they are parties or under which they are operating and all of such material leases are valid and subsisting and no material default by Borrowers or their Subsidiaries exists under any of them.

4.17Deposit Accounts and Securities Accounts.  Set forth on Schedule 4.17 is a listing of all of Borrowers’ and their Subsidiaries’ Deposit Accounts and Securities Accounts, including, with respect to each bank or securities intermediary (a) the name and address of such Person, and (b) the account numbers of the Deposit Accounts or Securities Accounts maintained with such Person.

4.18Complete Disclosure.  All factual information (taken as a whole) furnished by or on behalf of Borrowers or their Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of Borrowers or their Subsidiaries in writing to Agent or any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.  On the Closing Date, the Closing Date Projections represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent Borrowers’ good faith estimate of their and their Subsidiaries’ future performance for the periods covered thereby.

4.19Indebtedness.  Set forth on Schedule 4.19 is a true and complete list of all Indebtedness of the Borrowers and each of their Subsidiaries outstanding as of the Closing Date that is to remain outstanding after the Closing Date and such Schedule accurately reflects the aggregate principal amount of such Indebtedness.

4.20Licenses and Permits.

(a)(i) All material licenses (including all necessary Gaming Licenses and Liquor Licenses), permits, and consents and similar rights required from any Governmental Authority for the ownership, use, or operation of the businesses or properties now owned or operated by any Borrower or any of their Subsidiaries, have been validly issued and are in full force and effect; (ii)  each Borrower and their Subsidiaries is in compliance, in all material respects, with all of the provisions thereof applicable to it; and (iii) none of such licenses, permits, or consents is the subject of any pending or, to the best of any Borrower’s, knowledge, threatened proceeding for the revocation, cancellation, suspension, or non-renewal thereof.  As of the Closing Date (and as of each subsequent date on which any Borrower delivers to Agent an updated schedule pursuant to Section 5 below), set forth on Schedule 4.20 is a complete and accurate list of all such licenses, permits, and consents that are necessary and appropriate for the operation of such Borrower’s businesses, and the businesses of its Subsidiaries, and such schedule identifies the date by which an application for the renewal of such license, permit, or consent must be filed and describes the status of each such pending application.

(b)Each Borrower and each of their Subsidiaries, have obtained (i) all material licenses, permits, and consents necessary or appropriate to conduct their  businesses and operations and (ii) as of the Closing Date, all required approvals from the Nevada Gaming Authorities and Liquor Authorities of the transactions contemplated hereby and by the other Loan Documents other than the required approvals for the pledge of the Stock of any Borrower as contemplated by the Security Agreement and Parent Pledge Agreement.

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5.AFFIRMATIVE COVENANTS.

Each Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations, Borrowers shall and shall cause each of their respective Subsidiaries to do all of the following:

5.1Accounting System.  Maintain a system of accounting that enables Borrowers to produce financial statements in accordance with GAAP and maintain records pertaining to the Collateral that contain information as from time to time reasonably may be requested by Agent.  Borrowers also shall keep a reporting system that shows all additions, sales, claims, returns, and allowances with respect to their and their Subsidiaries’ sales.

5.2Collateral Reporting.  Provide Agent (and if so requested by Agent, with copies for each Lender) with each of the reports set forth on Schedule 5.2 at the times specified therein.

5.3Financial Statements, Reports, Certificates.  Deliver to Agent, with copies to each Lender, each of the financial statements, reports, or other items set forth on Schedule 5.3 at the time specified herein.  Each Borrower will have the same fiscal year.  In addition, each Borrower agrees that no Subsidiary of a Borrower will have a fiscal year different from that of a Borrower.

5.4[Intentionally Omitted.]

5.5Inspection.  Permit Agent, each Lender, and each of their duly authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to examine and make copies of its books and records, and to discuss its affairs, finances, and accounts with, and to be advised as to the same by, its officers and employees at such reasonable times and intervals as Agent or any such Lender may designate and, so long as no Default or Event of Default exists, with reasonable prior notice to Administrative Borrower.

5.6Maintenance of Properties.  Maintain and preserve all of their properties which are necessary or useful in the proper conduct to their business in good working order and condition, ordinary wear, tear, and casualty excepted (and except where the failure to do so could not be expected to result in a Material Adverse Change), and comply at all times with the provisions of all material leases to which it is a party as lessee, so as to prevent any loss or forfeiture thereof or thereunder.

5.7Taxes.  Cause all assessments and taxes, whether real, personal, or otherwise, due or payable by, or imposed, levied, or assessed against Borrowers, their Subsidiaries, or any of their respective assets to be paid in full, before delinquency or before the expiration of any extension period, except to the extent that the validity of such assessment or tax shall be the subject of a Permitted Protest or where the failure to do so could not reasonably be expected to result in a Material Adverse Change.  Borrowers will and will cause their Subsidiaries to make timely payment or deposit of all tax payments and withholding taxes required of them by applicable laws, including those laws concerning F.I.C.A., F.U.T.A., state disability, and local, state, and federal income taxes, and will, upon request, furnish Agent with proof satisfactory to Agent indicating that the applicable Borrower or Subsidiary of a Borrower has made such payments or deposits.

5.8Insurance.

(a)At Borrowers’ expense, maintain insurance respecting their and their Subsidiaries’ assets wherever located, covering loss or damage by fire, theft, explosion, and all other hazards and risks as ordinarily are insured against by other Persons engaged in the same or similar businesses.  Borrowers also shall maintain business interruption, public liability, and product liability insurance, as well as insurance against larceny, embezzlement, and criminal misappropriation.  All such policies of insurance shall be in such amounts and with such insurance companies as are reasonably satisfactory to Agent.  Borrowers shall deliver copies of

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all such policies to Agent with an endorsement naming Agent as the sole loss payee (under a satisfactory lender’s loss payable endorsement) or additional insured, as appropriate.  Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever.

(b)Administrative Borrower shall give Agent prompt notice of any loss exceeding $1,000,000 covered by such insurance.  So long as no Event of Default has occurred and is continuing, Borrowers shall have the exclusive right to adjust any losses payable under any such insurance policies which are less than $2,000,000.  Following the occurrence and during the continuation of an Event of Default, or in the case of any losses payable under such insurance exceeding $2,000,000, Agent shall have the exclusive right to adjust any losses payable under any such insurance policies, without any liability to Borrowers whatsoever in respect of such adjustments.  Any monies received as payment for any loss under any insurance policy mentioned above (other than liability insurance policies) or as payment of any award or compensation for condemnation or taking by eminent domain, shall be paid over to Agent to be applied at the option of the Required Lenders either to the prepayment of the Obligations or to be disbursed to Administrative Borrower under staged payment terms reasonably satisfactory to the Required Lenders for application to the cost of repairs, replacements, or restorations; provided, however, that, with respect to any such monies in an aggregate amount during any 12 consecutive month period not in excess of $2,000,000, so long as (A) no Default or Event of Default shall have occurred and is continuing, (B) Borrowers’ Excess Availability is greater than $2,000,000, (C) Administrative Borrower shall have given Agent prior written notice of the Borrowers or their respective Subsidiaries’ intention to apply such monies to the costs of repairs, replacement, or restoration of the property which is the subject of the loss, destruction, or taking by condemnation, (D) the monies are held in a cash collateral account in which Agent has a perfected first-priority security interest, and (E) Borrowers or their Subsidiaries complete such repairs, replacements, or restoration within 360 days after the initial receipt of such monies, Borrowers shall have the option to apply such monies to the costs of repairs, replacement, or restoration of the property which is the subject of the loss, destruction, or taking by condemnation unless and to the extent that such applicable period shall have expired without such repairs, replacements, or restoration being made, in which case, any amounts remaining in the cash collateral account shall be paid to Agent and applied as set forth above.

5.9Location of Inventory and Equipment.  Keep Borrowers’ and their Subsidiaries’ Inventory and Equipment (other than vehicles and Equipment out for repair) only at the locations identified on Schedule 4.5 and their chief executive offices only at the locations identified on Schedule 4.7; provided, however, that Administrative Borrower may amend Schedule 4.5 or Schedule 4.7 so long as such amendment occurs by written notice to Agent not less than 30 days prior to the date on which such Inventory or Equipment is moved to such new location or such chief executive office is relocated, so long as such new location is within the continental United States, and so long as, at the time of such written notification, the applicable Borrower provides Agent a Collateral Access Agreement with respect thereto.

5.10Compliance with Laws.  Comply with the requirements of all applicable laws, rules, regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and orders the non-compliance with which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change.

5.11Leases.  Comply at all times with the provisions of all material leases to which any Borrower or any Subsidiary of a Borrower is a party or by which any Borrower’s or any of its Subsidiaries’ properties and assets are bound, including payment obligations, so as to prevent any material loss or forfeiture thereof or thereunder (unless, with respect to payment obligations, the same are the subject of a Permitted Protest).  For the avoidance of doubt, the execution and consummation of the Mesquite Lease Termination Agreement shall not constitute a breach of this covenant.

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5.12Existence.  Except as a result of the consummation of a Permitted Reorganization Transaction, at all times preserve and keep in full force and effect each Borrower’s and each of its Subsidiaries’ valid existence and good standing and any rights and franchises material to their businesses.

5.13Environmental.

(a)Keep any property either owned or operated by any Borrower or any Subsidiary of a Borrower free of any Environmental Liens (other than Environmental Liens that do not exceed $2,000,000 in the aggregate during the term of this Agreement) or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Environmental Laws and provide to Agent documentation of such compliance which Agent reasonably requests, (c) promptly notify Agent of any release of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Borrower or any Subsidiary of a Borrower and take any Remedial Actions required to abate said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly, but in any event within 5 days of its receipt thereof, provide Agent with written notice of any of the following:  (i) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower or any Subsidiary of a Borrower, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower or any Subsidiary of a Borrower, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result in a Material Adverse Change.

5.14Disclosure Updates.  Promptly and in no event later than 5 Business Days after obtaining knowledge thereof, notify Agent if any written information, exhibit, or report furnished to the Lender Group contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made.  The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto.

5.15Control Agreements.  Take all reasonable steps in order for Agent to obtain control in accordance with Sections 8-106, 9-104, 9-105, 9-106, and 9-107 of the Code with respect to (subject to the proviso contained in Section 6.12) all of its Securities Accounts, Deposit Accounts, electronic chattel paper, investment property, and letter of credit rights.

5.16Formation of Subsidiaries.  At the time that any Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Borrower or such Guarantor shall (a)  cause such new Subsidiary to provide to Agent a joinder to the Guaranty and the Security Agreement, together with such other security documents (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) subject to compliance with Applicable Gaming Laws (which Borrower’s shall use commercially reasonable efforts to comply with and obtain any necessary authorization), provide to Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Agent, and (c) provide to Agent all other documentation, including one or more opinions of counsel satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage).  Any document, agreement, or instrument executed or issued pursuant to this Section 5.16 shall be a Loan Document.

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5.17Governmental Authorization.Deliver to Agent as soon as practicable, and in any event within 2 days after the receipt by any Borrower or its Subsidiaries, from any Nevada Gaming Authority or other Governmental Authority having jurisdiction over the operations of such Borrower or its Subsidiaries (i) copies of any order or notice of such Nevada Gaming Authority or such other Governmental Authority which designates any Gaming License or other material franchise, permit, or other governmental operating authorization of such Borrower or its Subsidiaries, or any application therefor, for a hearing or which refuses renewal or extension of, or revokes or suspends the authority of such Borrower or its Subsidiaries, to construct, own, manage, or operate its businesses (or portion thereof), and (ii) a copy of any citation, notice of violation, or order to show cause issued by any Nevada Gaming Authority, any Liquor Authority or other Governmental Authority or any complaint filed by any Nevada Gaming Authority or other Governmental Authority which is applicable to such Borrower, or to its Subsidiaries.

5.18License Renewals.Deliver to Agent on each anniversary of the Closing Date an updated Schedule 4.20 reflecting thereon, as of the date of such delivery, the information described in Section 4.20.

5.19Licenses and Permits.(a) Ensure that all material licenses (including all necessary Gaming Licenses and Liquor Licenses), permits, and consents and similar rights required from any Governmental Authority for the ownership, use, or operation of the businesses or properties now owned or operated by each Borrower and its Subsidiaries have been validly issued and are in full force and effect, and (b) comply, in all material respects, with all of the provisions thereof applicable to it.

6.NEGATIVE COVENANTS.

Each Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations, Borrowers will not and will not permit any of their respective Subsidiaries to do any of the following:

6.1Indebtedness.  Create, incur, assume, suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to any Indebtedness, except:

(a)Indebtedness evidenced by this Agreement and the other Loan Documents, together with Indebtedness owed to Underlying Issuers with respect to Underlying Letters of Credit,

(b)Indebtedness set forth on Schedule 4.19,

(c)refinancings, renewals, or extensions of Indebtedness permitted under clauses (b), (e), and (f) of this Section 6.1 (and continuance or renewal of any Permitted Liens associated therewith) so long as: (i) the terms and conditions of such refinancings, renewals, or extensions do not, in Agent’s reasonable judgment, materially impair the prospects of repayment of the Obligations by Borrowers or materially impair Borrowers’ creditworthiness, (ii) such refinancings, renewals, or extensions do not result in an increase in the principal amount of, or interest rate with respect to, the Indebtedness so refinanced, renewed, or extended or add one or more Borrowers as liable with respect thereto if such additional Borrowers were not liable with respect to the original Indebtedness, (iii) such refinancings, renewals, or extensions do not result in a shortening of the average weighted maturity of the Indebtedness so refinanced, renewed, or extended, nor are they on terms or conditions, that, taken as a whole, are materially more burdensome or restrictive to the applicable Borrower, (iv) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension Indebtedness must include subordination terms and conditions that are at least as favorable to the Lender Group as those that were applicable to the refinanced, renewed, or extended Indebtedness, and (v) the Indebtedness that is refinanced, renewed, or extended is not recourse to any Person that is liable on account of the Obligations other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended,

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(d)endorsement of instruments or other payment items for deposit,

(e)Indebtedness outstanding under the Senior Secured Notes in an aggregate principal amount not to exceed $125,000,000 and Indebtedness outstanding under the Senior Subordinated Notes in an aggregate principal amount not to exceed $66,000,000,

(f)Permitted Indebtedness,

(g)Indebtedness composing Permitted Investments, and

(h)Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness), other than Permitted Indebtedness, if:

(1)no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a pro forma basis to, such incurrence of such Indebtedness,

(2)on the date of such incurrence (the “Incurrence Date”), the Borrowers’ Consolidated Coverage Ratio for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness and, to the extent set forth in the definition of Consolidated Coverage Ratio, including the use of proceeds thereof, would be at least 2.0 to 1.0 (the “Debt Incurrence Ratio”),

(3)Borrowers have Availability of at least $5,000,000 at the time of and after giving effect on a pro forma basis to such incurrence of such Indebtedness.

Upon each incurrence of Indebtedness, (i) the Administrative Borrower may designate pursuant to which provision of this Section 6.1 such Indebtedness is being incurred, (ii) the Borrowers may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred, and (iii) such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 6.1.

6.2Liens.  Create, incur, assume, or suffer to exist, directly or indirectly, any Lien on or with respect to any of its assets, of any kind, whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens (including Liens that are replacements of Permitted Liens to the extent that the original Indebtedness is refinanced, renewed, or extended under Section 6.1(d) and so long as the replacement Liens only encumber those assets that secured the refinanced, renewed, or extended Indebtedness).

6.3Restrictions on Fundamental Changes.

(a)Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Stock, except for (i) a Permitted C-Corp Conversion, or (ii) a Permitted Reorganization Transaction,

(b)Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for a Permitted Reorganization Transaction,

(c)Convey, sell, lease, license, assign, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its assets, except for a Permitted Reorganization Transaction, or

(d)Suspend or go out of a substantial portion of its or their business.

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6.4Disposal of Assets.  Other than Permitted Dispositions, convey, sell, lease, license, assign, transfer, or otherwise dispose of any of the assets or any interest in any of the assets of any Borrower or any Subsidiary of a Borrower.

6.5Change Name.  Change any Borrower’s or any of its Subsidiaries’ name, organizational identification number, state of organization, or organizational identity; provided, however, that a Borrower or a Subsidiary of a Borrower may change its name upon at least 30 days prior written notice by Administrative Borrower to Agent of such change and so long as, at the time of such written notification, such Borrower or such Subsidiary provides any financing statements necessary to perfect and continue perfected the Agent’s Liens.

6.6Nature of Business.  Make any change in the principal nature of their business.

6.7Prepayments and Amendments.  Except in connection with a refinancing permitted by Section 6.1(c),

(a)optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Borrower or any Subsidiary of a Borrower, other than the Obligations in accordance with this Agreement,

(b)make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, or

(c)directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing  or concerning Indebtedness permitted under Section 6.1(b), (c), (e), or (f).

6.8Change of Control.  Cause, permit, or suffer, directly or indirectly, any Change of Control.

6.9Consignments.  Consign any of their Inventory or sell any of their Inventory on bill and hold, sale or return, sale on approval, or other conditional terms of sale.

6.10Restricted Payments.

(a)Directly or indirectly, make any Restricted Payment unless, after giving effect on a pro forma basis to such Restricted Payment:

(i)no Default or Event of Default shall have occurred and be continuing,

(ii)Borrowers have Availability of at least $5,000,000,

(iii)the Issuers are permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio, provided, that in calculating the Debt Incurrence Ratio for purposes of this clause (2), Consolidated Fixed Charges shall be calculated as set forth in the final paragraph of the definition of “Consolidated Fixed Charges,” and

(iv)the aggregate amount of all Restricted Payments made by the Borrowers and their Subsidiaries, including after giving effect to such proposed Restricted Payment, on and after the Closing Date, would not exceed, without duplication, the sum of:

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(A)50% of the Borrowers’ aggregate Consolidated Net Income for the period (taken as one accounting period), commencing on the first day of the first full fiscal quarter commencing after the Closing Date occurs, to and including the last day of the fiscal quarter ended immediately prior to the date of each such calculation for which the Borrowers’ consolidated financial statements are required to be delivered to the Agent or, if sooner, filed with the SEC (or, in the event Consolidated Net Income for such period is a deficit, then minus 100% of such deficit), plus

(B)the aggregate Net Cash Proceeds received by the Borrowers from the sale of the Borrowers’ Qualified Capital Stock after the Closing Date (other than (i) to one of their Subsidiaries, (ii) to the extent applied in connection with a Qualified Exchange or, to avoid duplication, otherwise given credit for in any provision of this or the following paragraph, (iii) used as consideration to make a Permitted Investment or (iv) issued upon the conversion or exchange of any Indebtedness of the Borrowers or their Subsidiaries convertible or exchangeable for the Borrowers’ Qualified Capital Stock as described in paragraph (C) below), plus

(C)the amount by which Indebtedness of the Borrowers or their Subsidiaries is reduced on the Borrowers’ balance sheet upon the conversion or exchange (other than by one of their Subsidiaries) subsequent to the Closing Date of any Indebtedness of the Borrowers or their Subsidiaries convertible or exchangeable for the Borrowers’ Qualified Capital Stock (less the amount of any cash, or the fair market value of any other property, distributed by the Borrowers or any of their Subsidiaries upon such conversion or exchange), plus

(D)except in each case, in order to avoid duplication, to the extent any such payment or proceeds have been included in the calculation of Consolidated Net Income, an amount equal to the net reduction in Investments (other than returns of or from Permitted Investments) in any Person (including an Unrestricted Subsidiary) resulting from:

i.cash distributions on or cash repayments of any Investments, including payments of interest on Indebtedness, dividends, repayments of loans or advances, or other distributions or other transfers of assets, in each case to the Borrowers or any of their Subsidiaries,

ii.the Net Cash Proceeds from the sale of any such Investment, or

iii.if such Person is an Unrestricted Subsidiary, the redesignation of such Person as a Subsidiary,

valued in each case as provided in the definition of “Investments (as set forth in the Senior Secured Note Indenture),” and not to exceed, in each case, the amount of Investments previously made (and that were treated as Restricted Payments) by the Borrowers or any of their Subsidiaries in such Person, including, if applicable, such Unrestricted Subsidiary, less the cost of disposition.

This Section 6.10, however, shall not prohibit (i) the making of Permitted Tax Distributions, (ii) distributions or declaration and payment of dividends by a Borrower to another Borrower, and (iii) the payment of management fees to Robert R. Black, Sr. in an amount not to exceed, for any fiscal year, 5.0% of the Consolidated EBITDA of Borrowers for the immediately preceding fiscal year so long as no Event of Default has occurred and is continuing or would result therefrom.

6.11Accounting Methods.  Modify or change their fiscal year or their method of accounting (other than as may be required to conform to GAAP) or enter into, modify, or terminate any agreement currently existing, or at any time hereafter entered into with any third party accounting firm or service bureau

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for the preparation or storage of Borrowers’ or their Subsidiaries’ accounting records without said accounting firm or service bureau agreeing to provide Agent information regarding Borrowers’ and their Subsidiaries’ financial condition.

6.12Investments.  Except for Permitted Investments, directly or indirectly, make or acquire any Investment, or incur any liabilities (including contingent obligations) for or in connection with any Investment; provided, however, that Administrative Borrower and its Subsidiaries shall not have Permitted Investments (other than in the Cash Management Accounts) in Deposit Accounts or Securities Accounts in an aggregate amount in excess of $5,000,000 at any one time unless Administrative Borrower or its Subsidiary, as applicable, and the applicable securities intermediary or bank have entered into Control Agreements governing such Permitted Investments in order to perfect (and further establish) the Agent’s Liens in such Permitted Investments.  Subject to the foregoing proviso, Borrowers shall not and shall not permit their Subsidiaries to establish or maintain any Deposit Account or Securities Account unless Agent shall have received a Control Agreement in respect of such Deposit Account or Securities Account.

6.13Transactions with Affiliates.  Except for Exempted Affiliate Transactions, directly or indirectly enter into or permit to exist any transaction with any Affiliate of any Borrower except for transactions that (a) are upon fair and reasonable terms, (b) if they involve one or more payments by any Borrower or any of its Subsidiaries in excess of $500,000, are fully disclosed to Agent, (c) are no less favorable to Borrowers or their respective Subsidiaries, as applicable, than would be obtained in an arm’s length transaction with a non-Affiliate, (d)if involving consideration to either party of $1,000,000 or more, only if such transaction(s) has been approved by a majority of the members of the Board of Directors of the applicable Borrower that are disinterested in such transaction, if there are any directors who are so disinterested, and  (e) if involving consideration to either party of $2,500,000 or more (or $1,000,000 or more if no members of the Board of Directors of the applicable Borrower are disinterested in such transaction) unless, in addition to complying with clauses (c) and (d) above, the Borrowers, prior to the consummation thereof, obtain a written favorable opinion as to the fairness of such transaction(s) to the Borrowers from a financial point of view from an independent investment banking firm of national reputation in the United States or, if pertaining to a matter for which such investment banking firms do not customarily render such opinions, an appraisal or valuation firm of national reputation in the United States.

6.14Use of Proceeds.  Use the proceeds of the Advances for any purpose other than consistent with the terms and conditions hereof, for its lawful and permitted purposes.

6.15Inventory and Equipment with Bailees.  Store the Inventory or Equipment of Borrowers or their Subsidiaries at any time now or hereafter with a bailee, warehouseman, or similar party.

6.16Financial Covenants.

(a)Fail to maintain or achieve:

(i)Minimum EBITDA.  EBITDA, measured on a fiscal quarter-end basis, of at least the required amount set forth in the following table:

Applicable Amount	Applicable Period
$15,000,000	For the 12 month period then ended

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(b)Make:

(i)Capital Expenditures.  Capital Expenditures in any fiscal year in excess of the amount set forth in the following table for the applicable period:

Fiscal Year 2005	Fiscal Year 2006		Fiscal Year 2007		Fiscal Year 2008		Fiscal Year 2009
$      33,000,000	$	13,000,000	$	8,000,000	$	8,000,000	$	8,000,000

provided, however, that if during any fiscal year the amount of all Capital Expenditures permitted to be made is not so made (the “Unused Amount”), such Unused Amount may be used in the immediately succeeding fiscal year in an amount equal to the Unused Amount (such amount, the “Carry-Over Amount”); provided further that (A) in such succeeding fiscal year, Capital Expenditures shall be deemed to have been made first from the amount permitted to be made for such fiscal year and, second, from the Carry-Over Amount, and (B) no Carry-Over Amount may be carried forward to any fiscal year other than the immediately succeeding fiscal year.

7.EVENTS OF DEFAULT.

Any one or more of the following events shall constitute an event of default (each, an “Event of Default”) under this Agreement:

7.1If Borrowers fail to pay when due and payable, or when declared due and payable, (a) all or any portion of the Obligations consisting of interest, fees, or charges due the Lender Group, reimbursement of Lender Group Expenses, or other amounts (other than any portion thereof constituting principal) constituting Obligations (including any portion thereof that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), and such failure continues for a period of 3 Business Days, or (b) all or any portion of the principal of the Obligations);

7.2If Borrowers or any Subsidiary of any Borrower

(a)fail to perform or observe any covenant or other agreement contained in any of Sections 2.7, 5.2, 5.3, 5.5, 5.8, 5.12, 5.14, 5.16, 5.17, 5.18, 5.19 and 6.1 through 6.16 of this Agreement;

(b)fail to perform or observe any covenant or other agreement contained in any of Sections 5.6, 5.7, 5.9, 5.10, 5.11, and 5.15 of this Agreement and such failure continues for a period of 10 days after the earlier of (i) the date on which such failure shall first become known to any officer of any Borrower or (ii) written notice thereof is given to Administrative Borrower by Agent; or

(c)fail to perform or observe any covenant or other agreement contained in this Agreement, or in any of the other Loan Documents; in each case, other than any such covenant or agreement that is the subject of another provision of this Section 7 (in which event such other provision of this Section 7 shall govern), and such failure continues for a period of 30 days after the earlier of (i) the date on which such failure shall first become known to any officer of any Borrower or (ii) written notice thereof is given to Administrative Borrower by Agent;

7.3If any material portion of any Borrower’s or any of its Subsidiaries’ assets is attached, seized, subjected to a writ or distress warrant, or is levied upon, or comes into the possession of any third Person and the same is not discharged before the earlier of 30 days after the date it first arises or 5 days prior to the date on which such property or asset is subject to forfeiture by such Borrower or the applicable Subsidiary;

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7.4If an Insolvency Proceeding is commenced by any Borrower or any Subsidiary of a Borrower;

7.5If an Insolvency Proceeding is commenced against any Borrower or any Subsidiary of a Borrower, and any of the following events occur:  (a) the applicable Borrower or Subsidiary consents to the institution of such Insolvency Proceeding against it, (b) the petition commencing the Insolvency Proceeding is not timely controverted, (c) the petition commencing the Insolvency Proceeding is not dismissed within 60 calendar days of the date of the filing thereof; (d) an interim trustee is appointed to take possession of all or any substantial portion of the properties or assets of, or to operate all or any substantial portion of the business of, any Borrower or any Subsidiary of a Borrower, or (e) an order for relief shall have been issued or entered therein;

7.6If any Borrower or any Subsidiary of a Borrower is enjoined, restrained, or in any way prevented by court order from continuing to conduct all or any material part of its business affairs;

7.7If one or more judgments, orders, or awards involving an aggregate amount of $2,000,000, or more (except to the extent covered by insurance pursuant to which the insurer has accepted liability therefor in writing) shall be entered or filed against any Borrower or any Subsidiary of any Borrower or with respect to any of their respective assets, and the same is not released, discharged, bonded against, or stayed pending appeal before the earlier of 30 days after the date it first arises or 5 days prior to the date on which such asset is subject to being forfeited by the applicable Borrower or the applicable Subsidiary;

7.8If there is a default in one or more agreements to which any Borrower or any Subsidiary of a Borrower is a party with one or more third Persons relative to Indebtedness of any Borrower or any Subsidiary of any Borrower involving an aggregate amount of $2,000,000 or more, and such default (i) occurs at the final maturity of the obligations thereunder, or (ii) results in a right by such third Person(s), irrespective of whether exercised, to accelerate the maturity of the applicable Borrower’s or Subsidiary’s obligations thereunder;

7.9If any warranty, representation, statement, or Record made herein or in any other Loan Document or delivered to Lender in connection with this Agreement or any other Loan Document proves to be untrue in any material respect as of the date of issuance or making or deemed making thereof;

7.10If the obligation of any Guarantor under the Guaranty is limited or terminated by operation of law or by such Guarantor or any such Guarantor becomes the subject of an Insolvency Proceeding;

7.11If the Security Agreement or any other Loan Document that purports to create a Lien, shall, for any reason, fail or cease to create a valid and perfected and, except to the extent permitted by the terms hereof or thereof, first priority Lien on or security interest in the Collateral covered hereby or thereby, except as a result of a disposition of the applicable Collateral in a transaction permitted under this Agreement;

7.12Any provision of any Loan Document shall at any time for any reason be declared to be null and void, or the validity or enforceability thereof shall be contested by any Borrower or any Subsidiary of a Borrower, or a proceeding shall be commenced by any Borrower or any Subsidiary of a Borrower, or by any Governmental Authority having jurisdiction over any Borrower or any Subsidiary of a Borrower, seeking to establish the invalidity or unenforceability thereof, or any Borrower or any Subsidiary of a Borrower shall deny that it has any liability or obligation purported to be created under any Loan Document;

7.13If there is an “Event of Default” under, and as defined in, either of the Indentures;

7.14If any Guarantor or Borrower, or any of their Subsidiaries, fails to keep in full force and effect, suffers the termination, revocation, forfeiture, nonrenewal or suspension of, or suffers a material adverse amendment to, any Gaming License, franchise, registration, qualification, finding of suitability or other approval or authorization required to enable such Guarantor or Borrower, or any such  Subsidiary,

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to own, operate, or otherwise conduct or manage their businesses, including any  gaming activities or any Casino and any other location where Guarantors and Borrowers conduct such business;

7.15If any Governmental Authority terminates, suspends, amends, revokes, repeals or fails to renew any law, license, franchise, registration, qualification, finding of suitability or other approval or authorization required to enable any Guarantor or Borrower, or any of their Subsidiaries, to own, operate, or otherwise conduct or manage their businesses, including any gaming activities or any Casino and any other location where Guarantors and Borrowers conduct such business; or

7.16If any Governmental Authority terminates, suspends, amends, revokes, repeals, fails to issue or fails to renew any Gaming License held by Robert R. Black, Sr. or finding of suitability or other approval or authorization required to enable Robert R. Black, Sr. to own the Stock of the Borrowers, or to own, operate, participate or associate in the business of Borrowers and their Subsidiaries.

8.THE LENDER GROUP’S RIGHTS AND REMEDIES.

8.1Rights and Remedies.  Upon the occurrence, and during the continuation, of an Event of Default, the Required Lenders (at their election but without notice of their election and without demand) may authorize and instruct Agent to do any one or more of the following on behalf of the Lender Group (and Agent, acting upon the instructions of the Required Lenders, shall do the same on behalf of the Lender Group), all of which are authorized by Borrowers:

(a)Declare all or any portion of the Obligations, whether evidenced by this Agreement, by any of the other Loan Documents, or otherwise, immediately due and payable;

(b)Cease advancing money or extending credit to or for the benefit of Borrowers under this Agreement, under any of the Loan Documents, or under any other agreement between Borrowers and the Lender Group;

(c)Terminate this Agreement and any of the other Loan Documents as to any future liability or obligation of the Lender Group, but without affecting any of the Agent’s Liens in the Collateral and without affecting the Obligations;

(d)Borrowers, and each of their Subsidiaries, agree that, upon the occurrence of and during the continuance of an Event of Default and at Agent’s request, Borrowers will, and will cause each of their Subsidiaries to immediately file such applications for approval and shall take all other and further actions required by Agent to obtain such approvals or consents of regulatory authorities as are necessary to transfer ownership and control to Agent, of the Gaming Licenses held by it, or its interest in any Person holding any such Gaming License.  To enforce the provisions of this Section 8.1(d), Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction.  Such receiver shall be instructed to seek from the applicable Nevada Gaming Authority an involuntary transfer of control of any Gaming License for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred.  Borrowers hereby agree to authorize, and to cause each of their Subsidiaries to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if Borrowers or any such Subsidiary shall refuse to authorize the transfer, its approval may be required by the court.  Upon the occurrence and continuance of an Event of Default, Borrowers shall further use, and shall cause their Subsidiaries to use, their reasonable best efforts to assist in obtaining approval of the applicable Nevada Gaming Authority, if required, for any action or transactions contemplated by this Agreement or the Loan Documents, including, preparation, execution, and filing with the applicable Nevada Gaming Authority of the assignor’s or transferor’s portion of any application or applications for consent to the assignment of any Gaming License or transfer of control necessary or appropriate under the applicable Nevada Gaming Authority’s rules and regulations for approval of the transfer or assignment of any portion of the Collateral, together with any Gaming License or other authorization. 

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Borrowers acknowledge that the assignment or transfer of Gaming Licenses is integral to Agent’s realization of the value of the Collateral, that there is no adequate remedy at law for failure by Borrowers to comply with the provisions of this Section 8.1(d) and that such failure would not be adequately compensable in damages, and therefore agree that the agreements contained in this Section 8.1(d) may be specifically enforced; and

(e)The Lender Group shall have all other rights and remedies available at law or in equity or pursuant to any other Loan Document.

The foregoing to the contrary notwithstanding, upon the occurrence of any Event of Default described in Section 7.4 or Section 7.5, in addition to the remedies set forth above, without any notice to Borrowers or any other Person or any act by the Lender Group, the Commitments shall automatically terminate and the Obligations then outstanding, together with all accrued and unpaid interest thereon and all fees and all other amounts due under this Agreement and the other Loan Documents, shall automatically and immediately become due and payable, without presentment, demand, protest, or notice of any kind, all of which are expressly waived by Borrowers.

8.2Remedies Cumulative.  The rights and remedies of the Lender Group under this Agreement, the other Loan Documents, and all other agreements shall be cumulative.  The Lender Group shall have all other rights and remedies not inconsistent herewith as provided under the Code, by law, or in equity.  No exercise by the Lender Group of one right or remedy shall be deemed an election, and no waiver by the Lender Group of any Event of Default shall be deemed a continuing waiver.  No delay by the Lender Group shall constitute a waiver, election, or acquiescence by it.

9.TAXES AND EXPENSES.

If any Borrower fails to pay any monies (whether taxes, assessments, insurance premiums, or, in the case of leased properties or assets, rents or other amounts payable under such leases) due to third Persons, or fails to make any deposits or furnish any required proof of payment or deposit, all as required under the terms of this Agreement, then, Agent, in its sole discretion and without prior notice to any Borrower, may do any or all of the following:  (a) make payment of the same or any part thereof, (b) set up such reserves against the Borrowing Base or the Maximum Revolver Amount as Agent deems necessary to protect the Lender Group from the exposure created by such failure, or (c) in the case of the failure to comply with Section 5.8 hereof, obtain and maintain insurance policies of the type described in Section 5.8 and take any action with respect to such policies as Agent deems prudent.  Any such amounts paid by Agent shall constitute Lender Group Expenses and any such payments shall not constitute an agreement by the Lender Group to make similar payments in the future or a waiver by the Lender Group of any Event of Default under this Agreement.  Agent need not inquire as to, or contest the validity of, any such expense, tax, or Lien and the receipt of the usual official notice for the payment thereof shall be conclusive evidence that the same was validly due and owing.

10.WAIVERS; INDEMNIFICATION.

10.1Demand; Protest; etc.Each Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment, nonpayment at maturity, release, compromise, settlement, extension, or renewal of documents, instruments, chattel paper, and guarantees at any time held by the Lender Group on which any such Borrower may in any way be liable.

10.2The Lender Group’s Liability for Collateral.  Each Borrower hereby agrees that:  (a) so long as Agent complies with its obligations, if any, under the Code, the Lender Group shall not in any way or manner be liable or responsible for:  (i) the safekeeping of the Collateral, (ii) any loss or damage thereto occurring or arising in any manner or fashion from any cause, (iii) any diminution in the value thereof, or (iv) any act or default of any carrier, warehouseman, bailee, forwarding agency, or other Person, and (b) all risk of loss, damage, or destruction of the Collateral shall be borne by Borrowers.

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10.3Indemnification.  Each Borrower shall pay, indemnify, defend, and hold the Agent-Related Persons, the Lender-Related Persons, and each Participant (each, an “Indemnified Person”) harmless (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, and damages, and all reasonable attorneys fees and disbursements and other costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), at any time asserted against, imposed upon, or incurred by any of them (a) in connection with or as a result of or related to the execution, delivery, enforcement, performance, or administration (including any restructuring or workout with respect hereto) of this Agreement, any of the other Loan Documents, or the transactions contemplated hereby or thereby or the monitoring of Borrowers’ and their Subsidiaries’ compliance with the terms of the Loan Documents, and (b) with respect to any investigation, litigation, or proceeding related to this Agreement, any other Loan Document, or the use of the proceeds of the credit provided hereunder (irrespective of whether any Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto (all the foregoing, collectively, the “Indemnified Liabilities”).  The foregoing to the contrary notwithstanding, Borrowers shall have no obligation to any Indemnified Person under this Section 10.3 with respect to any Indemnified Liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified Person.  This provision shall survive the termination of this Agreement and the repayment of the Obligations.  If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which Borrowers were required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by Borrowers with respect thereto.  WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.

11.NOTICES.

Unless otherwise provided in this Agreement, all notices or demands by Borrowers or Agent to the other relating to this Agreement or any other Loan Document shall be in writing and (except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by registered or certified mail (postage prepaid, return receipt requested), overnight courier, electronic mail (at such email addresses as Administrative Borrower or Agent, as applicable, may designate to each other in accordance herewith), or telefacsimile to Borrowers in care of Administrative Borrower or to Agent, as the case may be, at its address set forth below:

If to Administrative Borrower:	B & B B, INC.
	911 North Buffalo, Suite 201
	Las Vegas, Nevada
	Attn: Robert R. Black, Sr.
	Fax No.:  702-341-5287
with copies to:	Kummer Kaempfer Bonner & Renshaw
	3800 Howard Hughes Parkway
	Las Vegas, Nevada
	Attn: Michael Bonner, Esq.
	Fax No.: 702-792-7181

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If to Agent:	WELLS FARGO FOOTHILL, INC.
	2450 Colorado Avenue
	Suite 3000 West
	Santa Monica, California  90404
	Attn:  Specialty Finance Manager
	Fax No.:  310-453-7442
with copies to:	Paul, Hastings, Janofsky & Walker LLP
	515 S. Flower Street
	Twenty-fifth Floor
	Los Angeles, California  90071
	Attn:  John Francis Hilson, Esq.
	Fax No.:  213-627-0705

Agent and Borrowers may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other party.  All notices or demands sent in accordance with this Section 11, other than notices by Agent in connection with enforcement rights against the Collateral under the provisions of the Code, shall be deemed received on the earlier of the date of actual receipt or 3 Business Days after the deposit thereof in the mail.  Each Borrower acknowledges and agrees that notices sent by the Lender Group in connection with the exercise of enforcement rights against Collateral under the provisions of the Code shall be deemed sent when deposited in the mail or personally delivered, or, where permitted by law, transmitted by telefacsimile or any other method set forth above.

12.CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.

(a)THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(b)THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  BORROWERS AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 12(b).

(c)BORROWERS AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.  EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP REPRESENT

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(ON BEHALF OF THEMSELVES) THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

13.ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.

13.1Assignments and Participations.

(a)Any Lender may assign and delegate to one or more assignees (each an “Assignee”) that are Eligible Transferees all, or any ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000; provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Administrative Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Administrative Borrower and Agent an Assignment and Acceptance, and (iii) the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.  Anything contained herein to the contrary notwithstanding, the payment of any fees shall not be required and the Assignee need not be an Eligible Transferee if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender.

(b)From and after the date that Agent notifies the assigning Lender (with a copy to Administrative Borrower) that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 10.3 hereof) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall effect a novation between Borrowers and the Assignee; provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning Lender’s obligations under Article 15 and Section 16.7 of this Agreement.

(c)By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows:  (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers or the performance or observance by Borrowers of any of their obligations under this Agreement or any other Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers

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under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

(d)Immediately upon Agent’s receipt of the required processing fee payment and the fully executed Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom.  The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto.

(e)Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a “Participant”) participating interests in its Obligations, the Commitment, and the other rights and interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by Borrowers hereunder shall be determined as if such Lender had not sold such participation, except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement.  The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrowers, the Collections of Borrowers or their Subsidiaries, the Collateral, or otherwise in respect of the Obligations.  No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves.

(f)In connection with any such assignment or participation or proposed assignment or participation, a Lender may, subject to the provisions of Section 16.7, disclose to the proposed assignee or participant all documents and information which it now or hereafter may have relating to Borrowers and their Subsidiaries and their respective businesses.

(g)Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR § 203.24, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

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13.2Successors.  This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided, however, that Borrowers may not assign this Agreement or any rights or duties hereunder without the Lenders’ prior written consent and any prohibited assignment shall be absolutely void ab initio.  No consent to assignment by the Lenders shall release any Borrower from its Obligations.  A Lender may assign this Agreement and the other Loan Documents and its rights and duties hereunder and thereunder pursuant to Section 13.1 hereof and, except as expressly required pursuant to Section 13.1 hereof, no consent or approval by any Borrower is required in connection with any such assignment.

14.AMENDMENTS; WAIVERS.

14.1Amendments and Waivers.  No amendment or waiver of any provision of this Agreement or any other Loan Document (other than Bank Product Agreements), and no consent with respect to any departure by Borrowers therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or by Agent at the written request of the Required Lenders) and Administrative Borrower (on behalf of all Borrowers) and then any such waiver or consent shall be effective, but only in the specific instance and for the specific purpose for which given; provided, however, that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Lenders affected thereby and Administrative Borrower (on behalf of all Borrowers), do any of the following:

(a)increase or extend any Commitment of any Lender,

(b)postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document,

(c)reduce the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document,

(d)change the Pro Rata Share that is required to take any action hereunder,

(e)amend or modify this Section or any provision of this Agreement providing for consent or other action by all Lenders,

(f)other than as permitted by Section 15.12, release Agent’s Lien in and to any of the Collateral,

(g)change the definition of “Required Lenders” or “Pro Rata Share”,

(h)contractually subordinate any of the Agent’s Liens,

(i)release any Borrower or any Guarantor from any obligation for the payment of money,

(j)change the definition of Borrowing Base or the definition of Maximum Revolver Amount, or change Section 2.1(b), or

(k)amend any of the provisions of Section 15.

and, provided further, however, that no amendment, waiver or consent shall, unless in writing and signed by Agent, Issuing Lender, or Swing Lender, as applicable, affect the rights or duties of Agent, Issuing Lender, or Swing Lender, as applicable, under this Agreement or any other Loan Document.  The foregoing notwithstanding, any amendment, modification, waiver, consent, termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates only to the relationship of the Lender

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Group among themselves, and that does not affect the rights or obligations of Borrowers, shall not require consent by or the agreement of Borrowers.

14.2Replacement of Holdout Lender.

(a)If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (“Holdout Lender”) fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “Replacement Lender”), and the Holdout Lender shall have no right to refuse to be replaced hereunder.  Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given.

(b)Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever.  If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance.  The replacement of any Holdout Lender shall be made in accordance with the terms of Section 13.1.  Until such time as the Replacement Lender shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

14.3No Waivers; Cumulative Remedies.  No failure by Agent or any Lender to exercise any right, remedy, or option under this Agreement or any other Loan Document, or delay by Agent or any Lender in exercising the same, will operate as a waiver thereof.  No waiver by Agent or any Lender on any occasion shall affect or diminish Agent’s and each Lender’s rights thereafter to require strict performance by Borrowers of any provision of this Agreement.  Agent’s and each Lender’s rights under this Agreement and the other Loan Documents will be cumulative and not exclusive of any other right or remedy that Agent or any Lender may have.

15.AGENT; THE LENDER GROUP.

15.1Appointment and Authorization of Agent.  Each Lender hereby designates and appoints WFF as its representative under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto.  Agent agrees to act as such on the express conditions contained in this Section 15.  The provisions of this Section 15 (other than the proviso to Section 15.11(a)) are solely for the benefit of Agent, and the Lenders, and Borrowers and their Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained in this Section 15.  Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent; it being expressly understood and agreed that the use of the word “Agent” is for convenience only, that WFF is merely the representative of the Lenders, and only has the contractual duties set forth herein.  Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from

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exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents.  Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect:  (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Borrowers and their Subsidiaries, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) make Advances, for itself or on behalf of Lenders as provided in the Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Borrowers and their Subsidiaries as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections of Borrowers and their Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrowers, the Obligations, the Collateral, the Collections of Borrowers and their Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

15.2Delegation of Duties.  Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.  Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

15.3Liability of Agent.  None of the Agent Related Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (b) be responsible in any manner to any of the Lenders for any recital, statement, representation or warranty made by any Borrower or any Subsidiary or Affiliate of any Borrower, or any officer or director thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder.  No Agent Related Person shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the books and records or properties of Borrowers or the books or records or properties of any of Borrowers’ Subsidiaries or Affiliates.

15.4Reliance by Agent.  Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, telefacsimile or other electronic method of transmission, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Borrowers or counsel to any Lender), independent accountants and other experts selected by Agent.  Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless Agent shall first receive such advice or concurrence of the Lenders as it deems appropriate and until such instructions are received, Agent shall act, or refrain from acting, as it deems advisable.  If Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.  Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in

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accordance with a request or consent of the requisite Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders.

15.5Notice of Default or Event of Default.  Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge, unless Agent shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.”  Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge.  If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agent of such Event of Default.  Each Lender shall be solely responsible for giving any notices to its Participants, if any.  Subject to Section 15.4, Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 8; provided, however, that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

15.6Credit Decision.  Each Lender acknowledges that none of the Agent Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Borrowers and their Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender.  Each Lender represents to Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrowers and any other Person party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrowers.  Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrowers and any other Person party to a Loan Document.  Except for notices, reports, and other documents expressly herein required to be furnished to the Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrowers and any other Person party to a Loan Document that may come into the possession of any of the Agent Related Persons.

15.7Costs and Expenses; Indemnification.  Agent may incur and pay Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise.  Agent is authorized and directed to deduct and retain sufficient amounts from the Collections of Borrowers and their Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders.  In the event Agent is not reimbursed for such costs and expenses from the Collections of Borrowers and their Subsidiaries received by Agent, each Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lender’s Pro Rata Share thereof.  Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent Related Persons (to the extent not reimbursed by or on behalf of Borrowers and without limiting the obligation of Borrowers to do so), according to their Pro Rata Shares, from and against any and all Indemnified Liabilities; provided,

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however, that no Lender shall be liable for the payment to any Agent Related Person of any portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any Defaulting Lender in failing to make an Advance or other extension of credit hereunder.  Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for such Lender’s Pro Rata Share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrowers.  The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

15.8Agent in Individual Capacity.  WFF and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in, and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with Borrowers and their Subsidiaries and Affiliates and any other Person party to any Loan Documents as though WFF were not Agent hereunder, and, in each case, without notice to or consent of the other members of the Lender Group.  The other members of the Lender Group acknowledge that, pursuant to such activities, WFF or its Affiliates may receive information regarding Borrowers or their Affiliates and any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of Borrowers or such other Person and that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver Agent will use its reasonable best efforts to obtain), Agent shall not be under any obligation to provide such information to them.  The terms “Lender” and “Lenders” include WFF in its individual capacity.

15.9Successor Agent.  Agent may resign as Agent upon 45 days notice to the Lenders.  If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders.  If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent.  If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders.  In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term “Agent” shall mean such successor Agent and the retiring Agent’s appointment, powers, and duties as Agent shall be terminated.  After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.  If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

15.10Lender in Individual Capacity.  Any Lender and its respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with Borrowers and their Subsidiaries and Affiliates and any other Person party to any Loan Documents as though such Lender were not a Lender hereunder without notice to or consent of the other members of the Lender Group.  The other members of the Lender Group acknowledge that, pursuant to such activities, such Lender and its respective Affiliates may receive information regarding Borrowers or their Affiliates and any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of Borrowers or such other Person and that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver such Lender will use its reasonable best efforts to obtain), such Lender shall not be under any obligation to provide such information to them.  With respect to the Swing Loans and Protective Advances, Swing Lender shall have

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the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the sub-agent of Agent.

15.11Withholding Taxes.

(a)All payments made by any Borrower hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or other defense.  In addition, all such payments will be made free and clear of, and without deduction or withholding for, any present or future Taxes, and in the event any deduction or withholding of Taxes is required, each Borrower shall comply with the penultimate sentence of this Section 15.11(a).  “Taxes” shall mean, any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein measured by or based on the net income or net profits of each applicable Lender) and all interest, penalties or similar liabilities with respect thereto.  If any Taxes are so levied or imposed, each Borrower agrees to pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement, any note, or Loan Document, including any amount paid pursuant to this Section 15.11(a) after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrowers shall not be required to increase any such amounts if the increase in such amount payable results from Agent’s or such Lender’s own willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction).  Each Borrower will furnish to Lender as promptly as possible after the date the payment of any Tax is due pursuant to applicable law certified copies of tax receipts evidencing such payment by any Borrower.

(b)If a Lender claims an exemption from United States withholding tax, Lender agrees with and in favor of Agent and any Borrower, to deliver to Agent:

(i)if such Lender claims an exemption from United States withholding tax pursuant to its portfolio interest exception, (A) a statement of the Lender, signed under penalty of perjury, that it is not a (I) a “bank” as described in Section 881(c)(3)(A) of the IRC, (II) a 10% shareholder of any Borrower (within the meaning of Section 871(h)(3)(B) of the IRC), or (III) a controlled foreign corporation related to any Borrower within the meaning of Section 864(d)(4) of the IRC, and (B) a properly completed and executed IRS Form W-8BEN, before receiving its first payment under this Agreement and at any other time reasonably requested by Agent or any Borrower;

(ii)if such Lender claims an exemption from, or a reduction of, withholding tax under a United States tax treaty, properly completed and executed IRS Form W-8BEN before receiving its first payment under this Agreement and at any other time reasonably requested by Agent or any Borrower;

(iii)if such Lender claims that interest paid under this Agreement is exempt from United States withholding tax because it is effectively connected with a United States trade or business of such Lender, two properly completed and executed copies of IRS Form W-8ECI before receiving its first payment under this Agreement and at any other time reasonably requested by Agent or any Borrower; or

(iv)such other form or forms, including IRS Form W-9, as may be required under the IRC or other laws of the United States as a condition to exemption from, or reduction of, United States withholding or backup withholding tax before receiving its first payment under this Agreement and at any other time reasonably requested by Agent or any Borrower.

Lender agrees promptly to notify Agent and Administrative Borrower of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

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(c)If a Lender claims an exemption from withholding tax in a jurisdiction other than the United States, Lender agrees with and in favor of Agent and Borrowers, to deliver to Agent any such form or forms, as may be required under the laws of such jurisdiction as a condition to exemption from, or reduction of, foreign withholding or backup withholding tax before receiving its first payment under this Agreement and at any other time reasonably requested by Agent or Administrative Borrower.

Lender agrees promptly to notify Agent and Administrative Borrower of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

(d)If any Lender claims exemption from, or reduction of, withholding tax and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of Borrowers to such Lender, such Lender agrees to notify Agent and Administrative Borrower of  the percentage amount in which it is no longer the beneficial owner of Obligations of Borrowers to such Lender.  To the extent of such percentage amount, Agent and Borrowers will treat such Lender’s documentation provided pursuant to Sections 15.11(b) or 15.11(c) as no longer valid.  With respect to such percentage amount, Lender may provide new documentation, pursuant to Sections 15.11(b) or 15.11(c), if applicable.

(e)If any Lender is entitled to a reduction in the applicable withholding tax, Agent may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction.  If the forms or other documentation required by subsection (b) or (c) of this Section 15.11 are not delivered to Agent, then Agent may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax.

(f)If the IRS or any other Governmental Authority of the United States or other jurisdiction asserts a claim that Agent did not properly withhold tax from amounts paid to or for the account of any Lender due to a failure on the part of the Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify and hold Agent harmless for all amounts paid, directly or indirectly, by Agent, as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to Agent under this Section 15.11, together with all costs and expenses (including attorneys fees and expenses).  The obligation of the Lenders under this subsection shall survive the payment of all Obligations and the resignation or replacement of Agent.

15.12Collateral Matters.

(a)The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrowers of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Administrative Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which no Borrower or its Subsidiaries owned any interest at the time the Agent’s Lien was granted nor at any time thereafter, or (iv) constituting property leased to a Borrower or its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement.  Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders.  Upon request by Agent or Administrative Borrower at any time, the Lenders will confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.12; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or

46

warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrowers in respect of) all interests retained by Borrowers, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

(b)Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrowers or is cared for, protected, or insured or has been encumbered, or that the Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

15.13Restrictions on Actions by Lenders; Sharing of Payments.

(a)Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Borrowers or any deposit accounts of Borrowers now or hereafter maintained with such Lender.  Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral.

(b)If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the Obligations, except for any such proceeds or payments received by such Lender from Agent pursuant to the terms of this Agreement, or (ii) payments from Agent in excess of such Lender’s ratable portion of all such distributions by Agent, such Lender promptly shall (1) turn the same over to Agent, in kind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by the purchasing party is thereafter recovered from it, those purchases of participations shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment.

15.14Agency for Perfection.  Agent hereby appoints each other Lender as its agent (and each Lender hereby accepts such appointment) for the purpose of perfecting the Agent’s Liens in assets which, in accordance with Article 8 or Article 9, as applicable, of the Code can be perfected only by possession or control.  Should any Lender obtain possession or control of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver possession or control of such Collateral to Agent or in accordance with Agent’s instructions.

15.15Payments by Agent to the Lenders.  All payments to be made by Agent to the Lenders shall be made by bank wire transfer of immediately available funds pursuant to such wire transfer instructions as each party may designate for itself by written notice to Agent.  Concurrently with each such payment, Agent shall identify whether such payment (or any portion thereof) represents principal, premium, fees, or interest of the Obligations.

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15.16Concerning the Collateral and Related Loan Documents.  Each member of the Lender Group authorizes and directs Agent to enter into this Agreement and the other Loan Documents.  Each member of the Lender Group agrees that any action taken by Agent in accordance with the terms of this Agreement or the other Loan Documents relating to the Collateral and the exercise by Agent of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders.

15.17Field Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information.  By becoming a party to this Agreement, each Lender:

(a)is deemed to have requested that Agent furnish such Lender, promptly after it becomes available, a copy of each field audit or examination report (each a “Report” and collectively, “Reports”) prepared by or at the request of Agent, and Agent shall so furnish each Lender with such Reports,

(b)expressly agrees and acknowledges that Agent does not (i) make any representation or warranty as to the accuracy of any Report, and (ii) shall not be liable for any information contained in any Report,

(c)expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that Agent or other party performing any audit or examination will inspect only specific information regarding Borrowers and will rely significantly upon the books and records of Borrowers and their Subsidiaries, as well as on representations of Borrowers’ personnel,

(d)agrees to keep all Reports and other material, non-public information regarding Borrowers and their Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 16.7, and

(e)without limiting the generality of any other indemnification provision contained in this Agreement, agrees:  (i) to hold Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or fail to take or any conclusion the indemnifying Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender has made or may make to Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a loan or loans of Borrowers; and (ii) to pay and protect, and indemnify, defend and hold Agent, and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including, attorneys fees and costs) incurred by Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

In addition to the foregoing:  (x) any Lender may from time to time request of Agent in writing that Agent provide to such Lender a copy of any report or document provided by Borrowers to Agent that has not been contemporaneously provided by Borrowers to such Lender, and, upon receipt of such request, Agent promptly shall provide a copy of same to such Lender, (y) to the extent that Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Borrowers, any Lender may, from time to time, reasonably request Agent to exercise such right as specified in such Lender’s notice to Agent, whereupon Agent promptly shall request of Administrative Borrower the additional reports or information reasonably specified by such Lender, and, upon receipt thereof from Administrative Borrower, Agent promptly shall provide a copy of same to such Lender, and (z) any time that Agent renders to Administrative Borrower a statement regarding the Loan Account, Agent shall send a copy of such statement to each Lender.

15.18Several Obligations; No Liability.  Notwithstanding that certain of the Loan Documents now or hereafter may have been or will be executed only by or in favor of Agent in its capacity as such, and not by or in favor of the Lenders, any and all obligations on the part of Agent (if any) to make any credit available hereunder shall constitute the several (and not joint) obligations of the respective Lenders on a

48

ratable basis, according to their respective Commitments, to make an amount of such credit not to exceed, in principal amount, at any one time outstanding, the amount of their respective Commitments.  Nothing contained herein shall confer upon any Lender any interest in, or subject any Lender to any liability for, or in respect of, the business, assets, profits, losses, or liabilities of any other Lender.  Each Lender shall be solely responsible for notifying its Participants of any matters relating to the Loan Documents to the extent any such notice may be required, and no Lender shall have any obligation, duty, or liability to any Participant of any other Lender.  Except as provided in Section 16.7, no member of the Lender Group shall have any liability for the acts of any other member of the Lender Group.  No Lender shall be responsible to any Borrower or any other Person for any failure by any other Lender to fulfill its obligations to make credit available hereunder, nor to advance for it or on its behalf in connection with its Commitment, nor to take any other action on its behalf hereunder or in connection with the financing contemplated herein.

15.19Bank Product Providers.  Each Bank Product Provider shall be deemed a party hereto for purposes of any reference in a Loan Document to the parties for whom Agent is acting; it being understood and agreed that the rights and benefits of such Bank Product Provider under the Loan Documents consist exclusively of such Bank Product Provider’s right to share in payments and collections out of the Collateral as more fully set forth herein.  In connection with any such distribution of payments and collections, Agent shall be entitled to assume no amounts are due to any Bank Product Provider unless such Bank Product Provider has notified Agent in writing of the amount of any such liability owed to it prior to such distribution.

16.GENERAL PROVISIONS.

16.1Effectiveness.  This Agreement shall be binding and deemed effective when executed by Borrowers, Agent, and each Lender whose signature is provided for on the signature pages hereof.

16.2Section Headings.  Headings and numbers have been set forth herein for convenience only.  Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement.

16.3Interpretation.  Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against the Lender Group or Borrowers, whether under any rule of construction or otherwise.  On the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.

16.4Severability of Provisions.  Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

16.5Counterparts; Electronic Execution.  This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement.  Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement.  Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.  The foregoing shall apply to each other Loan Document mutatis mutandis.

16.6Revival and Reinstatement of Obligations.  If the incurrence or payment of the Obligations by any Borrower or Guarantor or the transfer to the Lender Group of any property should for any reason subsequently be declared to be void or voidable under any state or federal law relating to creditors’ rights, including provisions of the Bankruptcy Code relating to fraudulent conveyances, preferences, or other voidable

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or recoverable payments of money or transfers of property (collectively, a “Voidable Transfer”), and if the Lender Group is required to repay or restore, in whole or in part, any such Voidable Transfer, or elects to do so upon the reasonable advice of its counsel, then, as to any such Voidable Transfer, or the amount thereof that the Lender Group is required or elects to repay or restore, and as to all reasonable costs, expenses, and attorneys fees of the Lender Group related thereto, the liability of Borrowers or Guarantor automatically shall be revived, reinstated, and restored and shall exist as though such Voidable Transfer had never been made.

16.7Confidentiality.  Agent and Lenders each individually (and not jointly or jointly and severally) agree that material, non-public information regarding Borrowers and their Subsidiaries, their operations, assets, and existing and contemplated business plans shall be treated by Agent and the Lenders in a confidential manner, and shall not be disclosed by Agent and the Lenders to Persons who are not parties to this Agreement, except:  (a) to attorneys for and other advisors, accountants, auditors, and consultants to any member of the Lender Group, (b) to Subsidiaries and Affiliates of any member of the Lender Group (including the Bank Product Providers), provided that any such Subsidiary or Affiliate shall have agreed to receive such information hereunder subject to the terms of this Section 16.7, (c) as may be required by statute, decision, or judicial or administrative order, rule, or regulation, (d) as may be agreed to in advance by Administrative Borrower or its Subsidiaries or as requested or required by any Governmental Authority pursuant to any subpoena or other legal process, (e) as to any such information that is or becomes generally available to the public (other than as a result of prohibited disclosure by Agent or the Lenders), (f) in connection with any assignment, prospective assignment, sale, prospective sale, participation or prospective participations, or pledge or prospective pledge of any Lender’s interest under this Agreement, provided that any such assignee, prospective assignee, purchaser, prospective purchaser, participant, prospective participant, pledgee, or prospective pledgee shall have agreed in writing to receive such information hereunder subject to the terms of this Section, and (g) to the extent reasonably required in connection with any litigation or other adversary proceeding involving parties hereto which such litigation or adversary proceeding involves claims related to the rights or duties of such parties under this Agreement or the other Loan Documents.  The provisions of this Section 16.7 shall survive for 2 years after the payment in full of the Obligations.

16.8Integration.  This Agreement, together with the other Loan Documents, reflects the entire understanding of the parties with respect to the transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof.

16.9B&BB as Agent for Borrowers.  Each Borrower hereby irrevocably appoints B&BB as the borrowing agent and attorney-in-fact for all Borrowers (the “Administrative Borrower”) which appointment shall remain in full force and effect unless and until Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower.  Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (i) to provide Agent with all notices with respect to Advances and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and (ii) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Advances and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement.  It is understood that the handling of the Loan Account and Collateral of Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that Lender Group shall not incur liability to any Borrower as a result hereof.  Each Borrower expects to derive benefit, directly or indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group.  To induce the Lender Group to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify each member of the Lender Group and hold each member of the Lender Group harmless against any and all liability, expense, loss or claim of damage or injury, made against the Lender Group by any Borrower or by any third party whosoever, arising from or incurred by reason of (a) the handling of the Loan Account and Collateral of Borrowers as herein provided, (b) the Lender Group’s relying on any instructions of the Administrative Borrower, or (c) any other action taken by the Lender Group

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hereunder or under the other Loan Documents, except that Borrowers will have no liability to the relevant Agent-Related Person or Lender-Related Person under this Section 17.9 with respect to any liability that has been finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Agent-Related Person or Lender-Related Person, as the case may be.

16.10Gaming Laws and Liquor Laws.  All rights, remedies, and powers provided in this Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable mandatory provision of the Gaming Laws or the Liquor Laws and all provisions of this Agreement are intended to be subject to all applicable mandatory provisions of the  Gaming Laws and Liquor Laws and to be limited solely to the extent necessary to not render the provisions of this Agreement invalid or unenforceable, in whole or in part.

[Signature pages to follow.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.

B & B B, INC. a Nevada corporation
By:	/s/ Robert R. Black, Sr.
Title:	Chief Executive Officer
CASABLANCA RESORTS, LLC, a Nevada limited liability company
By:	/s/ Robert R. Black, Sr
Title:	Manager of its Manager, RBG, LLC
OASIS INTERVAL MANAGEMENT, LLC, a Nevada limited liability company
By:	/s/ Robert R. Black, Sr
Title:	Manager
OASIS INTERVAL OWNERSHIP, LLC, a Nevada limited liability company
By:	/s/ Robert R. Black, Sr
Title:	Manager
Title:
OASIS RECREATIONAL PROPERTIES, INC. a Nevada corporation
By:	/s/ Robert R. Black, Sr
Title:	President
Title:
RBG, LLC, a Nevada limited liability company
By:	/s/ Robert R. Black, Sr
Title:	Manager
VIRGIN RIVER CASINO CORPORATION a Nevada corporation
By:	/s/ Robert R. Black, Sr
Title:	Chief Executive Officer
WELLS FARGO FOOTHILL, INC., a California corporation, as Agent and as a Lender
By:	/s/ Lisa Cooley
Title:	Vice President

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TABLE OF CONTENTS

			Page
1.	DEFINITIONS AND CONSTRUCTION		1
	1.1	Definitions	1
	1.2	Accounting Terms	1
	1.3	Code	2
	1.4	Construction	2
	1.5	Schedules and Exhibits	2
2.	LOAN AND TERMS OF PAYMENT		2
	2.1	Revolver Advances	2
	2.3	Borrowing Procedures and Settlements	3
	2.4	Payments	7
	2.5	Overadvances	9
	2.6	Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations	9
	2.7	Cash Management	10
	2.8	Crediting Payments	11
	2.9	Designated Account	11
	2.10	Maintenance of Loan Account; Statements of Obligations	11
	2.11	Fees	11
	2.12	Letters of Credit	11
	2.13	LIBOR Option	14
	2.14	Capital Requirements	16
	2.15	Joint and Several Liability of Borrowers	16
3.	CONDITIONS; TERM OF AGREEMENT		18
	3.1	Conditions Precedent to the Initial Extension of Credit	18
	3.2	Conditions Precedent to all Extensions of Credit	18
	3.3	Conditions Subsequent to all Extensions of Credit	19
	3.4	Term	19
	3.5	Effect of Termination	19
	3.6	Early Termination by Borrowers	19
4.	REPRESENTATIONS AND WARRANTIES		20
	4.1	No Encumbrances	20
	4.2	[Intentionally Omitted]	20
	4.3	[Intentionally Omitted]	20
	4.4	Equipment	20

i

			Page
	4.5	Location of Inventory and Equipment	20
	4.6	Inventory Records	20
	4.7	State of Incorporation; Location of Chief Executive Office; Organizational Identification Number; Commercial Tort Claims	20
	4.8	Due Organization and Qualification; Subsidiaries	21
	4.9	Due Authorization; No Conflict	21
	4.10	Litigation	22
	4.11	No Material Adverse Change	22
	4.12	Fraudulent Transfer	22
	4.13	Employee Benefits	22
	4.14	Environmental Condition	22
	4.15	Intellectual Property	22
	4.16	Leases	23
	4.17	Deposit Accounts and Securities Accounts	23
	4.18	Complete Disclosure	23
	4.19	Indebtedness	23
5.	AFFIRMATIVE COVENANTS		24
	5.1	Accounting System	24
	5.2	Collateral Reporting	24
	5.3	Financial Statements, Reports, Certificates	24
	5.5	Inspection	24
	5.6	Maintenance of Properties	24
	5.7	Taxes	24
	5.8	Insurance	24
	5.9	Location of Inventory and Equipment	25
	5.10	Compliance with Laws	25
	5.11	Leases	25
	5.12	Existence	26
	5.13	Environmental	26
	5.14	Disclosure Updates	26
	5.16	Formation of Subsidiaries	26
6.	NEGATIVE COVENANTS		27
	6.1	Indebtedness	27
	6.2	Liens	28

ii

			Page
	6.3	Restrictions on Fundamental Changes	28
	6.4	Disposal of Assets	29
	6.5	Change Name	29
	6.6	Nature of Business	29
	6.7	Prepayments and Amendments	29
	6.8	Change of Control	29
	6.9	Consignments	29
	6.10	Restricted Payments	29
	6.11	Accounting Methods	30
	6.12	Investments	31
	6.13	Transactions with Affiliates	31
	6.14	Use of Proceeds	31
	6.15	Inventory and Equipment with Bailees	31
	6.16	Financial Covenants	31
7.	EVENTS OF DEFAULT		32
8.	THE LENDER GROUP’S RIGHTS AND REMEDIES		34
	8.1	Rights and Remedies	34
	8.2	Remedies Cumulative	35
9.	TAXES AND EXPENSES		35
10.	WAIVERS; INDEMNIFICATION		35
	10.1	Demand; Protest; etc	35
	10.2	The Lender Group’s Liability for Collateral	35
	10.3	Indemnification	36
11.	NOTICES		36
12.	CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER		37
13.	ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS		38
	13.1	Assignments and Participations	38
	13.2	Successors	40
14.	AMENDMENTS; WAIVERS		40
	14.1	Amendments and Waivers	40
	14.2	Replacement of Holdout Lender	41
	14.3	No Waivers; Cumulative Remedies	41
15.	AGENT; THE LENDER GROUP		41

iii

			Page
	15.1	Appointment and Authorization of Agent	41
	15.2	Delegation of Duties	42
	15.3	Liability of Agent	42
	15.4	Reliance by Agent	42
	15.5	Notice of Default or Event of Default	43
	15.6	Credit Decision	43
	15.7	Costs and Expenses; Indemnification	43
	15.8	Agent in Individual Capacity	44
	15.9	Successor Agent	44
	15.10	Lender in Individual Capacity	44
	15.11	Withholding Taxes	45
	15.12	Collateral Matters	46
	15.13	Restrictions on Actions by Lenders; Sharing of Payments	47
	15.14	Agency for Perfection	47
	15.15	Payments by Agent to the Lenders	47
	15.16	Concerning the Collateral and Related Loan Documents	48
	15.17	Field Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information	48
	15.18	Several Obligations; No Liability	48
	15.19	Bank Product Providers	49
16.	GENERAL PROVISIONS		49
	16.1	Effectiveness	49
	16.2	Section Headings	49
	16.3	Interpretation	49
	16.4	Severability of Provisions	49
	16.5	Counterparts; Electronic Execution	49
	16.6	Revival and Reinstatement of Obligations	49
	16.7	Confidentiality	50
	16.8	Integration	50
	16.9	B&BB as Agent for Borrowers	50

iv

EXHIBITS AND SCHEDULES

Exhibit A-1	Form of Assignment and Acceptance
Exhibit B-1	Form of Borrowing Base Certificate
Exhibit C-1	Form of Compliance Certificate
Exhibit I-1	Form of Intercreditor Agreement
Exhibit L-1	Form of LIBOR Notice
Schedule A-1	Agent’s Account
Schedule C-1	Commitments
Schedule D-1	Designated Account
Schedule P-1	Permitted Holders
Schedule P-2*	Permitted Liens
Schedule R-1*	Real Property Collateral
Schedule 1.1	Definitions
Schedule 2.7(a) *	Cash Management Banks
Schedule 3.1	Conditions Precedent
Schedule 4.5*	Locations of Inventory and Equipment
Schedule 4.7*	States of Organization; Chief Executive Offices
	Organizational Identification Numbers; Commercial Tort Claims
Schedule 4.8(b) *	Capitalization of Borrowers
Schedule 4.8(c) *	Capitalization of Borrowers’ Subsidiaries
Schedule 4.10*	Litigation
Schedule 4.14*	Environmental Matters
Schedule 4.15*	Intellectual Property
Schedule 4.17*	Deposit Accounts and Securities Accounts
Schedule 4.19*	Permitted Indebtedness
Schedule 4.20*	Licenses and Permits
Schedule 5.2	Collateral Reporting
Schedule 5.2	Financial Statements, Reports, Certificates

*       Registrants agree to furnish supplementally a copy of the omitted schedules to the Securities Exchange Commission upon its request.

EXHIBIT A-1

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

This ASSIGNMENT AND ACCEPTANCE AGREEMENT (“Assignment Agreement”) is entered into as of                  between                             (“Assignor”) and                                   (“Assignee”).  Reference is made to the Agreement described in Annex I hereto (the “Credit Agreement”).  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Credit Agreement.

1.In accordance with the terms and conditions of Section 13 of the Credit Agreement, the Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to the Assignor’s rights and obligations under the Loan Documents as of the date hereof with respect to the Obligations owing to the Assignor, and Assignor’s portion of the Commitments, all to the extent specified on Annex I.

2.The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim and (ii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby; (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, representations or warranties made in or in connection with the Loan Documents, or (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument or document furnished pursuant thereto; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the performance or observance by any Borrower of any of its respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto, and (d) represents and warrants that the amount set forth as the Purchase Price on Annex I represents the amount owed by Borrowers to Assignor with respect to Assignor’s share of the Advances assigned hereunder, as reflected on Assignor’s books and records.

3.The Assignee (a) confirms that it has received copies of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement; (b) agrees that it will, independently and without reliance upon Agent, Assignor, or any other Lender, based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under the Loan Documents; (c) confirms that it is an Eligible Transferee; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (e) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; [and (f) attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee’s status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Agreement or such other documents as are necessary to indicate that all such payments are subject to such rates at a rate reduced by an applicable tax treaty.]

4.Following the execution of this Assignment Agreement by the Assignor and Assignee, the Assignor will deliver this Assignment Agreement to the Agent for recording by the Agent.  The effective date of this Assignment (the “Settlement Date”) shall be the latest to occur of (a) the date of the execution and delivery hereof by the Assignor and the Assignee, (b) the receipt by Agent for its sole and separate account a processing fee in the amount of $3,500 (if required by the Credit Agreement), (c) the receipt of any required consent of the Agent, and (d) the date specified in Annex I.

5.As of the Settlement Date (a) the Assignee shall be a party to the Credit Agreement and, to the extent of the interest assigned pursuant to this Assignment Agreement, have the rights and obligations of a Lender thereunder and under the other Loan Documents, and (b) the Assignor shall, to the extent of the interest assigned pursuant to this Assignment Agreement, relinquish its rights and be released from its obligations under the Credit Agreement and the other Loan Documents, provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning Lender’s obligations under Article 15 and Section 16.7 of the Credit Agreement.

6.Upon the Settlement Date, Assignee shall pay to Assignor the Purchase Price (as set forth in Annex I).  From and after the Settlement Date, Agent shall make all payments that are due and payable to the holder of the interest assigned hereunder (including payments of principal, interest, fees and other amounts) to Assignor for amounts which have accrued up to but excluding the Settlement Date and to Assignee for amounts which have accrued from and after the Settlement Date.  On the Settlement Date, Assignor shall pay to Assignee an amount equal to the portion of any interest, fee, or any other charge that was paid to Assignor prior to the Settlement Date on account of the interest assigned hereunder and that are due and payable to Assignee with respect thereto, to the extent that such interest, fee or other charge relates to the period of time from and after the Settlement Date.

7.This Assignment Agreement may be executed in counterparts and by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.  This Assignment Agreement may be executed and delivered by telecopier or other facsimile transmission all with the same force and effect as if the same were a fully executed and delivered original manual counterpart.

8.THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[Signature Page Follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement and Annex I hereto to be executed by their respective officers, as of the first date written above.

[NAME OF ASSIGNOR]
as Assignor
By
	Name:
	Title:
[NAME OF ASSIGNEE]
as Assignee
By
		Name:
		Title:

ACCEPTED THIS            DAY OF
WELLS FARGO FOOTHILL, INC.,
a California corporation, as Agent
By
	Name:
	Title:

ANNEX FOR ASSIGNMENT AND ACCEPTANCE

ANNEX I

1.Borrowers: B & B B, INC., a Nevada corporation, CASABLANCA RESORTS, LLC, a Nevada limited liability company, OASIS INTERVAL MANAGEMENT, LLC, a Nevada limited liability company, OASIS INTERVAL OWNERSHIP, LLC, a Nevada limited liability company, OASIS RECREATIONAL PROPERTIES, INC., a Nevada corporation, RBG, LLC, a Nevada limited liability company, and VIRGIN RIVER CASINO CORPORATION, a Nevada corporation

2.Name and Date of Credit Agreement:

Credit Agreement, dated as of December 20, 2004, by and among the Borrowers, the lenders from time to time a party thereto (the “Lenders”), Wells Fargo Foothill, Inc., a California corporation, as the arranger and administrative agent for the Lenders

3.Date of Assignment Agreement:                      

4.Amounts:

A.Assigned Amount of Revolver Commitment$                         

b.Assigned Amount of Advances$                            

5.Settlement Date:                      

6.Purchase Price:$                         

7.Notice and Payment Instructions, etc.

Assignee:Assignor:

8.Agreed and Accepted:

[ASSIGNOR]	[ASSIGNEE]
Name:	Name:
By:	By:
Title:	Title:

Accepted:
WELLS FARGO FOOTHILL, INC.,
a California corporation, as Agent
By
	Name:
	Title:

EXHIBIT B-1

FORM OF BORROWING BASE CERTIFICATE

Wells Fargo Foothill, Inc.

2450 Colorado Avenue
Suite 3000 West
Santa Monica, California  90404

Attn:  Specialty Finance Manager

The undersigned, B & B B, INC., a Nevada corporation (“B&BB”), pursuant to Schedule 5.2 of that certain Credit Agreement dated as of December 20, 2004 (as amended, restated, modified, supplemented, refinanced, renewed, or extended from time to time, the “Credit Agreement”), entered into among 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 signatory thereto from time to time and Wells Fargo Foothill, Inc., a California corporation as the arranger and administrative agent (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”), hereby certifies to Agent that the following items, calculated in accordance with the terms and definitions set forth in the Credit Agreement for such items are true and correct, and that Borrowers are in compliance with and, after giving effect to any currently requested Advances, will be in compliance with, the terms, conditions, and provisions of the Credit Agreement.

All capitalized terms used in this Borrowing Base Certificate have the meanings set forth in the Credit Agreement unless specifically defined herein.

[Remainder of page intentionally left blank.]

Effective Date of Calculation:
1.2Borrowing Base Calculation
(a)The product of (i) 1.0 multiplied by (ii) the TTM EBITDA for the most recently ended 12 month period for which financial statements have been delivered pursuant to Section 5.3		$
(b)Reserves
(i)Bank Products Reserve	$
(ii)Environmental Reserve	$
(iii)Lien Reserve	$
(iv)the sum of the aggregate amount of reserves, if any, established by Agent under Section 2.1(b) of the Credit Agreement	$
(v)Sum of Items 2.a., 2.b., 2.c. and 2.d.		$
(c)Borrowing Base(Item 1. minus Item 2.e.):		$
(d)Availability Calculation
(i)A.Maximum Revolver Amount	$
B.Letter of Credit Usage	$
C.Bank Products Reserve	$
D.outstanding Advances	$
E.Item 4.a.(i) minus Item 4.a.(ii) minus Item 4.a.(iii) minus Item 4.a.(iv)	$
(ii)A.Borrowing Base	$
B.Letter of Credit Usage	$

C.outstanding Advances	$
D.Item 4.b.(i) minus Item 4.b.(ii) minus Item 4.b.(iii)	$
(iii)lesser of Item 4.a. and 4.b.		$
1.3Letters of Credit Calculation
(a)maximum L/C amount		$
(b)L/Cs permitted under Borrowing Base
(i)Borrowing Base (from Section A, Item 3)	$
(ii)Amount of current outstanding Advances	$
(iii)Item 2.a. minus Item 2.b.		$
(c)L/Cs permitted under Maximum Revolver Amount
(i)Maximum Revolver Amount	$
(ii)Amount of current outstanding Advances	$
(iii)Item 3.a. minus Item 3.b.		$
(d)Letter of Credit Usage plus the amount of any proposed Letters of Credit		$
(e)No L/C Availability if Item 4 is greater than Item 1, Item 2.c. or Item 3.c.		$

Additionally, the undersigned hereby certifies and represents and warrants to the Lender Group on behalf of Borrowers that (i) as of the date hereof, each representation or warranty made by Borrowers and contained in or pursuant to any Loan Document, any agreement, instrument, certificate, document or other writing furnished by any Borrower at any time under or in connection with any Loan Document, and as of the effective date of any advance, continuation or conversion requested above is true and correct in all material respects (except to the extent any representation or warranty expressly related to an earlier date), (ii) each of the covenants and agreements contained in any Loan Document have been performed (to the extent required to be performed on or before the date hereof or each such effective date), (iii) no Default or Event of Default has occurred and is continuing on the date hereof, nor will any thereof occur after giving effect to the request above, and (iv) all of the foregoing is true and correct as of the effective date of the calculations set forth above and that such calculations have been made in accordance with the requirements of the Credit Agreement.

B & B B, INC.,

as Administrative Borrower

By:

Title:

EXHIBIT C-1

FORM OF COMPLIANCE CERTIFICATE

[on Administrative Borrower’s letterhead]

To:Wells Fargo Foothill, Inc.
2450 Colorado Avenue
Suite 3000 West
Santa Monica, California  90404

Attn: Specialty Finance Manager

Re:Compliance Certificate dated                                    

Ladies and Gentlemen:

Reference is made to that certain CREDIT AGREEMENT (the “Credit Agreement”) dated as of December 20, 2004, by and among the lenders identified on the signature pages thereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), 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 (“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”).  Capitalized terms used in this Compliance Certificate have the meanings set forth in the Credit Agreement unless specifically defined herein.

Pursuant to Schedule 5.3 of the Credit Agreement, the undersigned officer of Administrative Borrower hereby certifies that:

1.The financial information of Borrowers and their Subsidiaries furnished in Schedule 1 attached hereto, has been prepared in accordance with GAAP (except for year-end adjustments and the lack of footnotes), and fairly presents in all material respects the financial condition of Borrowers and their Subsidiaries.

2.Such officer has reviewed the terms of the Credit Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Borrowers and their Subsidiaries during the accounting period covered by the financial statements delivered pursuant to Schedule 5.3 of the Credit Agreement.

3.Such review has not disclosed the existence on and as of the date hereof, and the undersigned does not have knowledge of the existence as of the date hereof, of any event or condition that constitutes a Default or Event of Default, except for such conditions or events listed on Schedule 2 attached hereto, specifying the nature and period of existence thereof and what action Borrower and their Subsidiaries have taken, are taking, or propose to take with respect thereto.

4.The representations and warranties of Borrowers and their Subsidiaries set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof (except to the extent they relate to a specified date), except as set forth on Schedule 3 attached hereto.

5.Borrowers and their Subsidiaries are in compliance with the applicable covenants contained in Section 6.16 of the Credit Agreement as demonstrated on Schedule 4 hereof.

[Signature Pages Follow.]

IN WITNESS WHEREOF, this Compliance Certificate is executed by the undersigned this                   day of                     ,                     .

B & B B, INC., as Administrative Borrower

By:

Name:

Title:

SCHEDULE 1

Financial Information

SCHEDULE 2

Default or Event of Default

SCHEDULE 3

Representations and Warranties

SCHEDULE 4

Financial Covenants

1.Minimum EBITDA.

Borrowers’ and their Subsidiaries’ EBITDA, measured on a month-end basis, for the month period ending                      ,                     is $                     , which amount [is/is not] greater than or equal to the amount set forth in Section 6.16(a)(i) of the Credit Agreement for the corresponding period.

2.Capital Expenditures.

Borrowers’ and their Subsidiaries’ Capital Expenditures from the beginning of Borrowers’ most recent Fiscal Year to the date hereof is                         , (i) which [is/is not] greater than or equal to the amount set forth in Section 6.16(b)(i) of the Credit Agreement for the corresponding period and which [is/is not] less than or equal to the amount set forth in Section 6.16(b)(ii) of the Credit Agreement for the corresponding period.

EXHIBIT L-1

FORM OF LIBOR NOTICE

Wells Fargo Foothill, Inc., as Agent
under the below referenced Loan Agreement
2450 Colorado Avenue

Suite 3000 West

Santa Monica, California  90404

Ladies and Gentlemen:

Reference hereby is made to that certain Credit Agreement, dated as of December 20, 2004 (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 signatory 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”).  Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

This LIBOR Notice represents Administrative Borrower’s request to elect the LIBOR Option with respect to outstanding Advances in the amount of $                      (the “LIBOR Rate Advance”)[, and is a written confirmation of the telephonic notice of such election given to Agent].

Such LIBOR Rate Advance will have an Interest Period of 1, 2, or 3 month(s) commencing on                          .

This LIBOR Notice further confirms Administrative Borrower’s acceptance, for purposes of determining the rate of interest based on the LIBOR Rate under the Credit Agreement, of the LIBOR Rate as determined pursuant to the Credit Agreement.

Administrative Borrower represents and warrants that (i) as of the date hereof, each representation or warranty contained in or pursuant to any Loan Document, any agreement, instrument, certificate, document or other writing furnished at any time under or in connection with any Loan Document, and as of the effective date of any advance, continuation or conversion requested above is true and correct in all material respects (except to the extent any representation or warranty expressly relates to an earlier date), (ii) each of the covenants and agreements contained in any Loan Document have been performed (to the extent required to be performed on or before the date hereof or each such effective date), and (iii) no Default or Event of Default has occurred and is continuing on the date hereof, nor will any thereof occur after giving effect to the request above.

Dated:

B &B B, INC.,

a Nevada corporation, as Administrative
Borrower

By

Name:

Title:

Acknowledged by:

WELLS FARGO FOOTHILL, INC.,

a California corporation, as Agent

By:

Name:

Title:

Schedule A-1

Agent’s Account

An account at a bank designated by Agent from time to time as the account into which Borrowers shall make all payments to Agent under this Agreement and the other Loan Documents; unless and until Agent notifies Borrowers to the contrary, Agent’s Account shall be that certain deposit account bearing account number 323-266193 and maintained by Agent with JPMorgan Chase Bank, 4 New York Plaza, 15th Floor, New York, New York 10004, ABA #021000021.

Schedule C-1

Commitments

Lender	Revolver Commitment		Total Commitment
Wells Fargo Foothill, Inc.	$	15,000,000	$	15,000,000
All Lenders	$	15,000,000	$	15,000,000

Schedule 1.1

As used in the Agreement, the following terms shall have the following definitions:

“Account” means an account (as that term is defined in the Code).

“Account Debtor” means any Person who is obligated on an Account, chattel paper, or a general intangible.

“ACH Transactions” means any cash management or related services (including the Automated Clearing House processing of electronic fund transfers through the direct Federal Reserve Fedline system) provided by a Bank Product Provider for the account of Administrative Borrower or its Subsidiaries.

“Acquired Indebtedness” has the meaning specified therefor in the Senior Secured Indenture.

“Administrative Borrower” has the meaning specified therefor in Section 16.9.

“Advances” has the meaning specified therefor in Section 2.1(a).

“Affiliate” means, as applied to any Person, any other Person who controls, is controlled by, or is under common control with, such Person.  For purposes of this definition, “control” means the possession, directly or indirectly through one or more intermediaries, of the power to direct the management and policies of a Person, whether through the ownership of Stock, by contract, or otherwise; provided, however, that, for purposes of Section 6.13 hereof: (a) any Person which owns directly or indirectly 10% or more of the Stock having ordinary voting power for the election of directors or other members of the governing body of a Person or 10% or more of the partnership or other ownership interests of a Person (other than as a limited partner of such Person) shall be deemed an Affiliate of such Person, (b) each director (or comparable manager) of a Person shall be deemed to be an Affiliate of such Person, and (c) each partnership or joint venture in which a Person is a partner or joint venturer shall be deemed an Affiliate of such Person.

“Agent” has the meaning specified therefor in the preamble to the Agreement.

“Agent-Related Persons” means Agent, together with its Affiliates, officers, directors, employees, attorneys, and agents.

“Agent’s Account” means the Deposit Account of Agent identified on Schedule A-1.

“Agent’s Liens” means the Liens granted by Borrowers or their Subsidiaries to Agent under the Loan Documents.

“Agreement” means the Credit Agreement to which this Schedule 1.1 is attached.

“Applicable Capital Gain Tax Rate” means, with respect to any individual who is a resident in the State of Nevada for any period, the highest effective combined United States federal, state and local income tax applicable to net capital gain during such period.

“Applicable Income Tax Rate” means, with respect to any individual who is a resident in the State of Nevada for any period, the highest effective combined United States federal, state and local income tax applicable during such period.

“Assignee” has the meaning specified therefor in Section 13.1(a).

“Assignment and Acceptance” means an Assignment and Acceptance Agreement substantially in the form of Exhibit A-1.

“Authorized Person” means any officer or employee of Administrative Borrower.

“Availability” means, as of any date of determination, the amount that Borrowers are entitled to borrow as Advances hereunder (after giving effect to all then outstanding Obligations (other than Bank Product Obligations) and all sublimits and reserves then applicable hereunder).

Bailee Agreement” means that certain bailee agreement, dated as of the date hereof, among Agent, Collateral Agent, Wells Fargo Bank Nevada, N.A., RBI and Robert R. Black, Sr., as the trustee of the Robert Black Trust.

“Bank Product” means any financial accommodation extended to Administrative Borrower or its Subsidiaries by a Bank Product Provider (other than pursuant to the Agreement) including:  (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH Transactions, (f) cash management, including controlled disbursement, accounts or services, or (g) transactions under Hedge Agreements.

“Bank Product Agreements” means those agreements entered into from time to time by Administrative Borrower or its Subsidiaries with a Bank Product Provider in connection with the obtaining of any of the Bank Products.

“Bank Product Obligations” means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by Administrative Borrower or its Subsidiaries to any Bank Product Provider pursuant to or evidenced by the Bank Product Agreements and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts that Administrative Borrower or its Subsidiaries are obligated to reimburse to Agent or any member of the Lender Group as a result of Agent or such member of the Lender Group purchasing participations from, or executing indemnities or reimbursement obligations to, a Bank Product Provider with respect to the Bank Products provided by such Bank Product Provider to Administrative Borrower or its Subsidiaries.

“Bank Product Provider” means Wells Fargo or any of its Affiliates.

“Bank Product Reserve” means, as of any date of determination, the lesser of (a) $1,500,000, and (b) the amount of reserves that Agent has established (based upon the Bank Product Providers’ reasonable determination of the credit exposure of Administrative Borrower and its Subsidiaries in respect of Bank Products) in respect of Bank Products then provided or outstanding.

“Bankruptcy Code” means title 11 of the United States Code, as in effect from time to time.

“Base LIBOR Rate” means the rate per annum, determined by Agent in accordance with its customary procedures, and utilizing such electronic or other quotation sources as it considers appropriate (rounded upwards, if necessary, to the next 1/100%), to be the rate at which Dollar deposits (for delivery on the first day of the requested Interest Period) are offered to major banks in the London interbank market 2 Business Days prior to the commencement of the requested Interest Period, for a term and in an amount comparable to the Interest Period and the amount of the LIBOR Rate Loan requested (whether as an initial LIBOR Rate Loan or as a continuation of a LIBOR Rate Loan or as a conversion of a Base Rate Loan to a

LIBOR Rate Loan) by Administrative Borrower in accordance with the Agreement, which determination shall be conclusive in the absence of manifest error.

“Base Rate” means, the rate of interest announced, from time to time, within Wells Fargo at its principal office in San Francisco as its “prime rate”, with the understanding that the “prime rate” is one of Wells Fargo’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as Wells Fargo may designate.

“Base Rate Loan” means the portion of the Advances that bears interest at a rate determined by reference to the Base Rate.

“Base Rate Margin” means 2 percentage points.

“B&BB” has the meaning specified therefor in the preamble to the Agreement.

“Benefit Plan” means a “defined benefit plan” (as defined in Section 3(35) of ERISA) for which any Borrower or any Subsidiary or ERISA Affiliate of any Borrower has been an “employer” (as defined in Section 3(5) of ERISA) within the past six years.

“Board of Directors” means the board of directors (or comparable managers) of a Borrower or any committee thereof duly authorized to act on behalf of the board of directors (or comparable managers).

“Borrower” and “Borrowers” have the respective meanings specified therefor in the preamble to the Agreement.

“Borrowing” means a borrowing hereunder consisting of Advances made on the same day by the Lenders (or Agent on behalf thereof), or by Swing Lender in the case of a Swing Loan, or by Agent in the case of a Protective Advance, in each case, to Administrative Borrower.

“Borrowing Base” means, as of any date of determination, the result of:

(a)the product of (i) 1.0 multiplied by  (ii) the TTM EBTIDA for the most recently ended 12 month period for which financial statements have been delivered pursuant to Section 5.3, minus

(b)the sum of (i) the Bank Product Reserve (ii) the Environmental Reserve, (iii) the Lien Reserve, and (iv) the aggregate amount of reserves, if any, established by Agent under Section 2.1(b).

“Borrowing Base Certificate” means a certificate in the form of Exhibit B-1.

“Business Day” means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the state of New York,  except that, if a determination of a Business Day shall relate to a LIBOR Rate Loan, the term “Business Day” also shall exclude any day on which banks are closed for dealings in Dollar deposits in the London interbank market.

“Capital Expenditures” means, with respect to any Person for any period, the aggregate of all expenditures by such Person and its Subsidiaries during such period that are capital expenditures as determined in accordance with GAAP, whether such expenditures are paid in cash or financed.

“Capitalized Lease Obligation” means that portion of the obligations under a Capital Lease that is required to be capitalized in accordance with GAAP.

“Capital Lease” means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

“Cash Equivalents” means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within 1 year from the date of acquisition thereof, (b) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within 1 year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Group (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”), (c) commercial paper maturing no more than 270 days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s, (d) certificates of deposit or bankers’ acceptances maturing within 1 year from the date of acquisition thereof issued by any bank organized under the laws of the United States or any state thereof having at the date of acquisition thereof combined capital and surplus of not less than $250,000,000, (e) Deposit Accounts maintained with (i) any bank that satisfies the criteria described in clause (d) above, or (ii) any other bank organized under the laws of the United States or any state thereof so long as the amount maintained with any such other bank is less than or equal to $100,000 and is insured by the Federal Deposit Insurance Corporation, and (f) Investments in money market funds substantially all of whose assets are invested in the types of assets described in clauses (a) through (e) above.

“Cash Management Account” has the meaning specified therefor in Section 2.7(a).

“Cash Management Agreements” means those certain cash management agreements, in form and substance satisfactory to Agent, each of which is among Administrative Borrower or one of its Subsidiaries, Agent, and one of the Cash Management Banks.

“Cash Management Bank” has the meaning specified therefor in Section 2.7(a).

“Casino” means a gaming establishment owned by any Borrower or any of its Subsidiaries and any hotel, building, restaurant, theater, amusement park, other entertainment facility, parking facilities, retail shops, land, equipment, and other properties and assets directly ancillary thereto and used or to be used in connection therewith.

“CBR” has the meaning specified therefor in the preamble to the Agreement.

“Change of Control” means that (a) Permitted Holders fail to own and control directly or indirectly, 50% or more, of the Stock of Borrowers having the right to vote for the election of members of the Board of Directors, or (b) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 35%, or more, of the Stock of Borrowers having the right to vote for the election of members of the Board of Directors.

“Closing Date” means the date of the making of the initial Advance (or other extension of credit) hereunder or the date on which Agent sends Administrative Borrower a written notice that each of the conditions precedent set forth in Section 3.1 either have been satisfied or have been waived.

“Code” means the New York Uniform Commercial Code, as in effect from time to time.

“Collateral” means all assets and interests in assets and proceeds thereof now owned or hereafter acquired by Administrative Borrower or its Subsidiaries in or upon which a Lien is granted under any of the Loan Documents.

“Collateral Agent” means The Bank of New York, in its capacity as collateral agent for the holders of the Senior Secured Notes.

“Collateral Access Agreement” means a landlord waiver, bailee letter, or acknowledgement agreement of any lessor, warehouseman, processor, consignee, or other Person in possession of, having a Lien upon, or having rights or interests in Administrative Borrower’s or its Subsidiaries’ books and records, Equipment or Inventory, in each case, in form and substance satisfactory to Agent.

“Collections” means all cash, checks, notes, instruments, and other items of payment (including insurance proceeds, proceeds of cash sales, rental proceeds, and tax refunds).

“Combined Permitted Tax Distribution” means, with respect to any taxable period or portion thereof in which one or more of the Borrowers is a Flow Through Entity, the amount of the Permitted Tax Distribution that would be permitted to be distributed as determined on the basis as if such Borrower, for the portion of such period that such Borrower continued to be a Flow Through Entity, constituted separate divisions of a single Flow Through Entity.

“Commitment” means, with respect to each Lender, its Revolver Commitment, and, with respect to all Lenders, their Revolver Commitments, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1 or in the Assignment and Acceptance pursuant to which such Lender became a Lender hereunder, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C-1 delivered by the chief financial officer of Administrative Borrower to Agent.

“Consolidated Coverage Ratio” has the meaning specified therefor in the Senior Secured Indenture.

“Consolidated EBITDA” has the meaning specified therefor in the Senior Secured Indenture.

“Consolidated Fixed Charges” has the meaning specified therefor in the Senior Secured Indenture.

“Consolidated Net Income” has the meaning specified therefor in the Senior Secured Indenture.

“Control Agreement” means a control agreement, in form and substance satisfactory to Agent, executed and delivered by the Administrative Borrower or one of its Subsidiaries, Agent, and the applicable securities intermediary (with respect to a Securities Account) or bank (with respect to a Deposit Account).

“Convertible Note” means that certain $15,000,000 Convertible Promissory Note issued on December 20, 2004 by RBI pursuant to the Convertible Note Purchase Agreement.

“Convertible Note Pledge Agreement” means that certain Pledge Agreement, dated as of December 20, 2004, by and between Robert R. Black, Sr., Trustee of the Robert Black Trust, as Pledgor, and Gaughan, as Secured Party.

“Convertible Note Purchase Agreement” means that certain Convertible Senior Secured Note Purchase Agreement, dated as of December 20, 2004, by and among RBI, Robert R. Black, Sr., Trustee of the Robert Black Trust, and Gaughan, that governs the terms of the Convertible Promissory Note.

“Daily Balance” means, as of any date of determination and with respect to any Obligation, the amount of such Obligation owed at the end of such day.

“Debt Incurrence Ratio” has the meaning specified therefor in Section 6.1(h)(2).

“Default” means an event, condition, or default that, with the giving of notice, the passage of time, or both, would be an Event of Default.

“Defaulting Lender” means any Lender that fails to make any Advance (or other extension of credit) that it is required to make hereunder on the date that it is required to do so hereunder.

“Defaulting Lender Rate” means (a) for the first 3 days from and after the date the relevant payment is due, the Base Rate, and (b) thereafter, the interest rate then applicable to Advances that are Base Rate Loans (inclusive of the Base Rate Margin applicable thereto).

“Deposit Account” means any deposit account (as that term is defined in the Code).

“Designated Account” means the Deposit Account of Administrative Borrower identified on Schedule D-1.

“Designated Account Bank” has the meaning specified therefor in Schedule D-1.

“Disqualified Capital Stock” has the meaning specified therefor in the Senior Secured Indenture.

“Dollars” or “$” means United States dollars.

“EBITDA” means, with respect to any fiscal period, Borrowers’ and their Subsidiaries’ combined net earnings (or loss), minus extraordinary gains and interest income, plus interest expense, income taxes, and depreciation and amortization for such period, in each case, as determined in accordance with GAAP.

“Eligible Transferee” means (a) a commercial bank organized under the laws of the United States, or any state thereof, and having total assets in excess of $250,000,000, (b) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development or a political subdivision of any such country and which has total assets in excess of $250,000,000, provided that such bank is acting through a branch or agency located in the United States, (c) a finance company, insurance company, or other financial institution or fund that is engaged in making, purchasing, or otherwise investing in commercial loans in the ordinary course of its business and having (together with its Affiliates) total assets in excess of $250,000,000, (d) any Affiliate (other than individuals) of a Lender, (e) so long as no Event of Default has occurred and is continuing, any other Person approved by Agent and Administrative Borrower (which approval of Administrative Borrower shall not be unreasonably

withheld, delayed, or conditioned), and (f) during the continuation of an Event of Default, any other Person approved by Agent.

“Environmental Actions” means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter, or other communication from any Governmental Authority, or any third party involving violations of Environmental Laws or releases of Hazardous Materials from (a) any assets, properties, or businesses of any Borrower, any Subsidiary of a Borrower, or any of their predecessors in interest, (b) from adjoining properties or businesses, or (c) from or onto any facilities which received Hazardous Materials generated by any Borrower, any Subsidiary of a Borrower, or any of their predecessors in interest.

“Environmental Law” means any applicable federal, state, provincial, foreign or local statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and enforceable written policy or rule of common law now or hereafter in effect and in each case as amended, or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, in each case, to the extent binding on any Borrower or any Subsidiary of a Borrower, relating to the environment, the effect of the environment on employee health, or Hazardous Materials, in each case as amended from time to time.

“Environmental Liabilities” means all liabilities, monetary obligations, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action.

“Environmental Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities.

“Environmental Reserve” means a reserve in the amount of $750,000.

“Equipment” means equipment (as that term is defined in the Code.

“Equity Holder” means (a) with respect to a corporation, each holder of stock of such corporation, (b) with respect to a limited liability company or similar entity, each member of such limited liability company or similar entity, (c) with respect to a partnership, each partner of such partnership, (d) with respect to any entity described in clause (a)(iv) of the definition of “Flow Through Entity,” the owner of such entity, and (e) with respect to a trust described in clause (a)(v) of the definition of “Flow Through Entity,” an owner thereof.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto.

“ERISA Affiliate” means (a) any Person subject to ERISA whose employees are treated as employed by the same employer as the employees of a Borrower or a Subsidiary of a Borrower under IRC Section 414(b), (b) any trade or business subject to ERISA whose employees are treated as employed by the same employer as the employees of a Borrower or a Subsidiary of a Borrower under IRC Section 414(c), (c) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any organization subject to ERISA that is a member of an affiliated service group of which a Borrower or a Subsidiary of a Borrower is a member under IRC Section 414(m), or (d) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any Person subject to ERISA that is a party to an arrangement with a Borrower or a Subsidiary of a Borrower

and whose employees are aggregated with the employees of a Borrower or a Subsidiary of a Borrower under IRC Section 414(o).

“Event of Default” has the meaning specified therefor in Section 7.

“Excess Availability” means, as of any date of determination, the amount equal to Availability minus the aggregate amount, if any, of all trade payables of Borrowers and their Subsidiaries aged in excess of their historical levels with respect thereto and all book overdrafts of Borrowers and their Subsidiaries in excess of their historical practices with respect thereto, in each case as determined by Agent in its Permitted Discretion.

“Exchange Act” means the Securities Exchange Act of 1934, as in effect from time to time.

“Excluded Assets” has the meaning specified therefor in the Security Agreement.

“Exempted Affiliate Transaction” means:

(a)reasonable and customary compensation arrangements provided for the benefit of any director, officer or employee of the Borrowers or any of their Subsidiaries (other than Robert R. Black, Sr.), in each case entered into in the ordinary course of business and for services provided to the Borrower or such Subsidiary, respectively, as determined in good faith by the Board of Directors of the applicable Borrower, and

(b)dividends permitted under the terms of Section 6.10 hereof and payable, in form and amount, on a pro rata basis to all holders of the applicable Borrower’s common stock or common membership interests, as applicable.

“Existing Lender” means Wells Fargo Bank, N.A.

“Fee Letter” means that certain fee letter between Borrowers and Agent, in form and substance satisfactory to Agent.

“FF&E” means furniture, fixtures and equipment (including Gaming Equipment) acquired by the Borrowers and their Subsidiaries in the ordinary course of business for use in their business operations.

“FF&E Financing” means Indebtedness, the proceeds of which are used solely by the Borrowers and their Subsidiaries (and concurrently with the incurrence of such Indebtedness) to acquire or lease or improve or refinance, respectively, FF&E; provided, that (x) the principal amount of such FF&E Financing does not exceed the cost (including sales and excise taxes, installation and delivery charges, capitalized interest and other direct fees, costs and expenses) of the FF&E purchased or leased with the proceeds thereof or the cost of such improvements, as the case may be, and (y) such FF&E Financing is secured only by the assets so financed and assets which, immediately prior to the incurrence of such FF&E Financing, secured other Indebtedness of the Borrowers and their Subsidiaries (to the extent such other Indebtedness and the Liens securing such other Indebtedness are permitted under the Agreement) to the lender of such FF&E Financing.

“Flow Through Entity” means an entity that (a) for United States federal income tax purposes constitutes (i) an “S” corporation (as defined in section 1361(a) of the IRC), (ii) a “qualified subchapter S subsidiary” (as defined in section 1361(b)(3)(B) of the IRC), (iii) a “partnership” (within the meaning of section 7701(a)(2) of the IRC) other than a “publicly traded partnership” (as defined in section 7704 of the IRC), (iv) an entity that is disregarded as an entity separate from its owner under the IRC, the Treasury

regulations or any published administrative guidance of the Internal Revenue Service, or (v) a trust, the income of which is includible in the taxable income of the grantor or another person under sections 671 through 679 of the IRC (the entities described in the immediately preceding clauses (i), (ii), (iii), (iv) and (v), a “Federal Flow Through Entity”) and (b) for state and local jurisdictions in respect of which Permitted Tax Distributions are being made, is subject to treatment on a basis under applicable state or local income tax law substantially similar to a Federal Flow Through Entity.

“Funding Date” means the date on which a Borrowing occurs.

“Funding Losses” has the meaning specified therefor in Section 2.13(b)(ii).

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States, consistently applied.

“Gaming Equipment” means slot machines, video poker machines, and all other gaming equipment and related signage, accessories and peripheral equipment.

“Gaming FF&E Financing” means FF&E Financing, the proceeds of which are used solely by the Borrowers and their Subsidiaries to acquire or lease FF&E that constitutes Gaming Equipment.

“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.

“Gaming License” means any finding of suitability, registration, license, franchise, or other finding of qualification, or other approval or authorization required to own, lease, operate or otherwise conduct or manage riverboat, dockside or land-based gaming activities in any state or jurisdiction in which any Borrower or any of  their Subsidiaries conduct business (including, all such licenses granted by the Nevada Gaming Authorities, and the rules and regulations promulgated thereunder), and all applicable Liquor Licenses.

“Gaughan” means Michael J. Gaughan, a Nevada resident.

“Governing Documents” means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational documents of such Person.

“Governmental Authority” means any federal, state, local, or other governmental or administrative body, instrumentality, board, department, or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body, including the Nevada Gaming Authorities and Liquor Authorities.

“Guarantors” means each Person that guarantees the Obligations pursuant to Section 5.16 and “Guarantor” means any one of them.

“Guaranty” means that certain general continuing guaranty executed and delivered by each Guarantor in favor of Agent for the benefit of the Lender Group and the Bank Product Providers, in form and substance satisfactory to Agent.

“Hazardous Materials” means (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable laws or regulations as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or “EP toxicity”, (b) oil, petroleum, or petroleum derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any flammable substances or explosives or any radioactive materials, and (d) asbestos in any form or electrical equipment that contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of 50 parts per million.

“Hedge Agreement” means any and all agreements, or documents now existing or hereafter entered into by Administrative Borrower or any of its Subsidiaries that provide for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging Administrative Borrower’s or any of its Subsidiaries’ exposure to fluctuations in interest or exchange rates, loan, credit exchange, security or currency valuations or commodity prices.

“Holdout Lender” has the meaning specified therefor in Section 14.2(a).

“Indebtedness” means (a) all obligations for borrowed money, (b) all obligations evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, interest rate swaps, or other financial products, (c) all obligations as a lessee under Capital Leases, (d) all obligations or liabilities of others secured by a Lien on any asset of a Person or its Subsidiaries, irrespective of whether such obligation or liability is assumed, (e) all obligations to pay the deferred purchase price of assets (other than trade payables incurred in the ordinary course of business and repayable in accordance with customary trade practices), (f) all obligations owing under Hedge Agreements, (g) all Disqualified Capital Stock of a Person (measured at the greater of its voluntary or involuntary maximum fixed repurchase price, including accrued and unpaid dividends) and (h) any obligation guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted, or sold with recourse) any obligation of any other Person that constitutes Indebtedness under any of clauses (a) through (g) above.

“Indemnified Liabilities” has the meaning specified therefor in Section 10.3.

“Indemnified Person” has the meaning specified therefor in Section 10.3.

“Indentures” means (a) the Senior Secured Note Indenture, and (b) the Senior Subordinated Indenture.

“Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

“Intercompany Advances” means loans or advances or the repayment of loans or advances from a Borrower to another Borrower.

“Intercompany Subordination Agreement” means a subordination agreement executed and delivered by Borrowers and each of their Subsidiaries and Agent, the form and substance of which is satisfactory to Agent.

“Intercreditor Agreement” means that certain Intercreditor Agreement between Agent and the Collateral Agent, substantially in the form of Exhibit I-1 to the Agreement.

“Interest Expense” means, for any period, the aggregate of the interest expense of Borrowers’ and their Subsidiaries for such period, determined on a combined basis in accordance with GAAP.

“Interest Period” means, with respect to each LIBOR Rate Loan, a period commencing on the date of the making of such LIBOR Rate Loan (or the continuation of a LIBOR Rate Loan or the conversion of a Base Rate Loan to a LIBOR Rate Loan) and ending 1, 2, or 3 months thereafter; provided, however, that (a) if any Interest Period would end on a day that is not a Business Day, such Interest Period shall be extended (subject to clauses (c)-(e) below) to the next succeeding Business Day, (b) interest shall accrue at the applicable rate based upon the LIBOR Rate from and including the first day of each Interest Period to, but excluding, the day on which any Interest Period expires, (c) any Interest Period that would end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (d) with respect to an Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period), the Interest Period shall end on the last Business Day of the calendar month that is 1, 2, or 3 months after the date on which the Interest Period began, as applicable, and (e) Borrowers (or Administrative Borrower on behalf thereof) may not elect an Interest Period which will end after the Maturity Date.

“Inventory” means inventory (as that term is defined in the Code).

“Investment” means, with respect to any Person, any investment by such Person in any other Person (including Affiliates) in the form of loans, guarantees, advances, or capital contributions (excluding (a) commission, travel, and similar advances to officers and employees of such Person made in the ordinary course of business, and (b) bona fide Accounts arising in the ordinary course of business consistent with past practice), purchases or other acquisitions of Indebtedness, Stock, or all or substantially all of the assets of such other Person (or of any division or business line of such other Person), and any other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.

“IRC” means the Internal Revenue Code of 1986, as in effect from time to time.

“Issuing Lender” means WFF or any other Lender that, at the request of Administrative Borrower and with the consent of Agent, agrees, in such Lender’s sole discretion, to become an Issuing Lender for the purpose of issuing L/Cs or L/C Undertakings pursuant to Section 2.12.

“L/C” has the meaning specified therefor in Section 2.12(a).

“L/C Disbursement” means a payment made by the Issuing Lender pursuant to a Letter of Credit.

“L/C Undertaking” has the meaning specified therefor in Section 2.12(a).

“Lien Reserve” means a reserve in the amount of $1,250,000.

“Lender” and “Lenders” have the respective meanings set forth in the preamble to the Agreement, and shall include any other Person made a party to the Agreement in accordance with the provisions of Section 13.1.

“Lender Group” means, individually and collectively, each of the Lenders (including the Issuing Lender) and Agent.

“Lender Group Expenses” means all (a) costs or expenses (including taxes, and insurance premiums) required to be paid by a Borrower or its Subsidiaries under any of the Loan Documents that are paid, advanced, or incurred by the Lender Group, (b) fees or charges paid or incurred by Agent in connection with the Lender Group’s transactions with Borrowers or their Subsidiaries, including, fees or charges for photocopying, notarization, couriers and messengers, telecommunication, public record searches (including tax lien, litigation, and UCC searches and including searches with the patent and trademark office, the copyright office, or the department of motor vehicles), filing, recording, publication, appraisal (including periodic collateral appraisals or business valuations to the extent of the fees and charges (and up to the amount of any limitation) contained in the Agreement, real estate surveys, real estate title policies and endorsements, and environmental audits, (c) costs and expenses incurred by Agent in the disbursement of funds to Borrowers or other members of the Lender Group (by wire transfer or otherwise), (d) charges paid or incurred by Agent resulting from the dishonor of checks, (e) reasonable costs and expenses paid or incurred by the Lender Group to correct any default or enforce any provision of the Loan Documents, or in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (f) audit fees and expenses of Agent related to any inspections or audits to the extent of the fees and charges (and up to the amount of any limitation) contained in the Agreement, (g) reasonable costs and expenses of third party claims or any other suit paid or incurred by the Lender Group in enforcing or defending the Loan Documents or in connection with the transactions contemplated by the Loan Documents or the Lender Group’s relationship with any Borrower or any Subsidiary of a Borrower, (h) Agent’s and each Lender’s reasonable costs and expenses (including attorneys fees) incurred in advising, structuring, drafting, reviewing, administering, syndicating, or amending the Loan Documents, and (i) Agent’s and each Lender’s reasonable costs and expenses (including attorneys, accountants, consultants, and other advisors fees and expenses) incurred in terminating, enforcing (including attorneys, accountants, consultants, and other advisors fees and expenses incurred in connection with a “workout,” a “restructuring,” or an Insolvency Proceeding concerning any Borrower or any Subsidiary of a Borrower or in exercising rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether suit is brought, or in taking any Remedial Action concerning the Collateral.

“Lender-Related Person” means, with respect to any Lender, such Lender, together with such Lender’s Affiliates, officers, directors, employees, attorneys, and agents.

“Letter of Credit” means an L/C or an L/C Undertaking, as the context requires.

“Letter of Credit Usage” means, as of any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit.

“LIBOR Deadline” has the meaning specified therefor in Section 2.13(b)(i).

“LIBOR Notice” means a written notice in the form of Exhibit L-1.

“LIBOR Option” has the meaning specified therefor in Section 2.13(a).

“LIBOR Rate” means, for each Interest Period for each LIBOR Rate Loan, the rate per annum determined by Agent (rounded upwards, if necessary, to the next 1/100%) by dividing (a) the Base LIBOR Rate for such Interest Period, by (b) 100% minus the Reserve Percentage.  The LIBOR Rate shall be adjusted on and as of the effective day of any change in the Reserve Percentage.

“LIBOR Rate Loan” means each portion of an Advance that bears interest at a rate determined by reference to the LIBOR Rate.

“LIBOR Rate Margin” means 3.50 percentage points.

“Lien” means any interest in an asset securing an obligation owed to, or a claim by, any Person other than the owner of the asset, irrespective of whether (a) such interest is based on the common law, statute, or contract, (b) such interest is recorded or perfected, and (c) such interest is contingent upon the occurrence of some future event or events or the existence of some future circumstance or circumstances.  Without limiting the generality of the foregoing, the term “Lien” includes the lien or security interest arising from a mortgage, deed of trust, encumbrance, notice of Lien, levy or assessment, pledge, hypothecation, assignment, deposit arrangement, security agreement, conditional sale or trust receipt, or from a lease, consignment, or bailment for security purposes and also includes reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Real Property.

“Liquor Authorities” means the State of Nevada Alcoholic Beverage Control, the Clark County Liquor and Gaming Licensing Board, the City of Mesquite, the Department of the Treasury Bureau of Alcohol, Tobacco and Firearms, and any agency, authority, board, bureau, commission, department, office or instrumentality or any nature whatsoever of the United States or foreign government, any state, province or any city or other political subdivision, whether now or hereafter existing, or any officer or official thereof, including any other agency with authority to regulate the sale or distribution of alcoholic beverages.

“Liquor Laws” means the statutes or ordinances regarding the sale and distribution of alcoholic beverages enforced by the Liquor Authorities and the rules and regulations of the Liquor Authorities.

“Liquor License” means any license, permit, registration, qualification or other approval required to sell, dispense or distribute alcoholic beverages under the Liquor Laws.

“Loan Account” has the meaning specified therefor in Section 2.10.

“Loan Documents” means the Agreement, the Bank Product Agreements, the Cash Management Agreements, the Control Agreements, the Fee Letter, the Guaranty, the Intercompany Subordination Agreement, the Intercreditor Agreement, the Letters of Credit, the Mortgages, the Parent Pledge Agreement, the Security Agreement, any note or notes executed by a Borrower in connection with the Agreement and payable to a member of the Lender Group, and any other agreement entered into, now or in the future, by any Borrower and the Lender Group in connection with the Agreement.

“Material Adverse Change” means (a) a material adverse change in the business, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise) of Borrowers and their Subsidiaries, taken as a whole, (b) a material impairment of a Borrower’s or any of its Subsidiaries’ ability to perform its obligations under the Loan Documents to which it is a party or of the Lender Group’s ability to enforce the Obligations or realize upon the Collateral, or (c) a material impairment of the enforceability or priority of the Agent’s Liens with respect to the Collateral as a result of an action or failure to act on the part of a Borrower or a Subsidiary of a Borrower.

“Maturity Date” has the meaning specified therefor in Section 3.4.

“Maximum Revolver Amount” means $15,000,000.

“Mesquite Lease Termination Agreement” has the meaning specified therefor in Section 4.16.

“Mortgage Policy” has the meaning specified therefor in Schedule 3.1(v).

“Mortgages” means, individually and collectively, one or more mortgages, deeds of trust, or deeds to secure debt, executed and delivered by a Borrower or a Subsidiary of a Borrower in favor of Agent, in form and substance satisfactory to Agent, that encumber the Real Property Collateral.

“Net Cash Proceeds” has the meaning specified therefor in the Senior Secured Indenture.

“Net Liquidation Percentage” means the percentage of the book value of Borrowers’ Inventory that is estimated to be recoverable in an orderly liquidation of such Inventory net of all associated costs and expenses of such liquidation, such percentage to be as determined from time to time by a qualified appraisal company selected by Agent.

“Nevada Gaming Authorities” means the NGC and the NGCB.

“NGC” means the Nevada Gaming Commission.

“NGCB” means the Nevada State Gaming Control Board.

“Obligations” means (a) all loans, Advances, debts, principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), contingent reimbursement obligations with respect to outstanding Letters of Credit, premiums, liabilities (including all amounts charged to Borrowers’ Loan Account pursuant hereto), obligations (including indemnification obligations), fees (including the fees provided for in the Fee Letter), charges, costs, Lender Group Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), lease payments, guaranties, covenants, and duties of any kind and description owing by Borrowers to the Lender Group pursuant to or evidenced by the Loan Documents and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all Lender Group Expenses that Borrowers are required to pay or reimburse by the Loan Documents, by law, or otherwise, and (b) all Bank Product Obligations.  Any reference in the Agreement or in the Loan Documents to the Obligations shall include all or any portion thereof and any extensions, modifications, renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding.

“OIO” has the meaning specified therefor in the preamble to the Agreement.

“OIM” has the meaning specified therefor in the preamble to the Agreement.

“ORP” has the meaning specified therefor in the preamble to the Agreement.

“Originating Lender” has the meaning specified therefor in Section 13.1(e).

“Overadvance” has the meaning specified therefor in Section 2.5.

“Parent Pledge Agreement” means a pledge agreement, in form and substance satisfactory to Agent, executed and delivered by Robert R. Black, Sr., as trustee of the Robert Black Trust, and RBI to Agent.

“Participant” has the meaning specified therefor in Section 13.1(e).

“Permitted C-Corp Conversion” means a transaction resulting in a Borrower becoming subject to tax under the IRC as a corporation (a “C Corporation”); provided, that:

(1)the C Corporation resulting from such transaction, if a successor to such Borrower, (a) is a corporation, limited liability company or other entity organized and existing under the laws of any state of the United States or the District of Columbia, (b) assumes all of the obligations of such Borrower under the Loan Documents pursuant to a document in form reasonably satisfactory to the Agent;

(2)after giving effect to such transaction no Default or Event of Default exists;

(3)prior to the consummation of such transaction, such Borrower shall have delivered to the Agent (a) an opinion of counsel reasonably acceptable to the Agent to the effect that the Lenders will not recognize income gain or loss for United States federal income tax purposes as a result of such Permitted C-Corp Conversion and will be subject to United States federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such Permitted C-Corp Conversion had not occurred and (b) an officers’ certificate as to compliance with all of the conditions set forth in paragraphs (1), (2) and (3)(a) above; and

(4)such transaction would not (a) result in the loss or suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with such loss, suspension or material impairment or (b) require any Lender to obtain a Gaming License or be qualified or found suitable under any applicable gaming laws.

“Permitted Discretion” means a determination made in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment.

“Permitted Dispositions” means (a) sales or other dispositions of Equipment that is substantially worn, damaged, or obsolete in the ordinary course of business, (b) sales of Inventory to buyers in the ordinary course of business, (c) the use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of the Agreement or the other Loan Documents, (d) the licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business, and (e) the sale or other disposition of properties or assets of Borrowers or their Subsidiaries, so long as (i) no Default or Event of Default has occurred and is continuing at the time of the consummation of such sale or disposition, (ii) such sale or disposition does not include Accounts, General Intangibles, Stock, or time share interests in Real Property (iii) no such sale or disposition or series of related sales or dispositions involves properties or assets having a fair market value in excess of $1,000,000, and (iv) the aggregate fair market value of all of the properties and assets that are the subject of such sales or dispositions does not exceed $5,000,000 during the term of the Agreement.

“Permitted Holder” means the Persons identified on Schedule P-1.

“Permitted Indebtedness” means:

(a)FF&E Financing and Indebtedness represented by Capitalized Lease Obligations or other Purchase Money Indebtedness; provided, that (1) no Indebtedness incurred under the Agreement is utilized for the purchase or lease of assets financed with such FF&E Financing or such other Indebtedness, and (2) the aggregate principal amount of such Indebtedness (including any refinancing Indebtedness in respect thereof and any other Indebtedness incurred to repay, redeem, discharge, retire, defease, refund, refinance or replace any Indebtedness incurred pursuant to this clause (a)) outstanding at any time pursuant to this clause (a), other than any Gaming FF&E Financing, does not exceed $2.5 million;

(b)Indebtedness under Hedge Agreements that are incurred in the ordinary course of business, not for speculative purposes, and for the purpose of fixing or hedging interest rate or currency risk with respect to any fixed or floating rate Indebtedness that is permitted by the Agreement to be outstanding or any receivable or liability the payment of which is determined by reference to a foreign currency; provided, that the notional amount of any such Indebtedness under Hedge Agreements does not exceed the principal amount of Indebtedness or other obligations to which such Hedge Agreement relates;

(c)Indebtedness incurred solely to finance the premium of the Borrowers’ and their Subsidiaries’ general liability insurance in an aggregate principal amount at any time outstanding pursuant to this clause (c) not to exceed $1,000,000;

 (d)Indebtedness in an aggregate principal amount at any time outstanding pursuant to this clause (d) not to exceed $1,500,000 or 85% of the amount of eligible time share receivables, which Indebtedness is secured solely by the contracts between the Borrowers and their Subsidiaries and the owners of timeshare interests in the timeshare units of the Borrowers and their Subsidiaries; and

(e)Indebtedness not otherwise permitted by clauses (a) through (d) above in an aggregate principal amount (or accreted value, as applicable) at any time outstanding pursuant to this clause (e) not to exceed $1,000,000.

“Permitted Intercompany Advance” means Intercompany Advances made by a Borrower to another Borrower so long as no Event of Default has occurred and is continuing or would result therefrom and all parties to such transaction are party to the Intercompany Subordination Agreement.

“Permitted Investments” means (a) Investments in cash and Cash Equivalents, (b) Investments in negotiable instruments for collection, (c) advances made in connection with purchases of goods or services in the ordinary course of business, (d) Investments received in settlement of amounts due to a Borrower or any Subsidiary of a Borrower effected in the ordinary course of business or owing to a Borrower or any Subsidiary of a Borrower as a result of Insolvency Proceedings involving an Account Debtor or upon the foreclosure or enforcement of any Lien in favor of a Borrower or any Subsidiary of a Borrower, (e) Investments in existence on the Closing Date, (f) credit extensions to gaming customers in the ordinary course of business, consistent with industry practice,  (g) loans or advances to employees of the Borrowers and their Subsidiaries made in the ordinary course of business in an aggregate amount not to exceed $500,000 at any one time outstanding, (h) so long as no Event of Default has occurred and is continuing or would result therefrom, loans or advances made to MDW Mesquite LLC under the Mesquite Termination Agreement in an aggregate amount not to exceed $150,000, and (i) Permitted Intercompany Advances.

“Permitted Liens” means (a) Liens held by Agent to secure the Obligations, (b) Liens for unpaid taxes, assessments, or other governmental charges or levies that either (i) are not yet delinquent, or (ii) do not have priority over the Agent’s Liens and the underlying taxes, assessments, or charges or levies are the subject of Permitted Protests, (c) judgment Liens that do not constitute an Event of Default under Section 7.7 of the Agreement, (d) Liens set forth on Schedule P-2, (e) the interests of lessors under operating leases, (f) purchase money Liens or the interests of lessors under Capital Leases to the extent that such Liens or interests secure Permitted Purchase Money Indebtedness and so long as such Lien attaches only to the asset purchased or acquired and the proceeds thereof, (g) Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred in the ordinary course of Borrowers’ business and not in connection with the borrowing of money, and which Liens either (i) are for sums not yet delinquent, or (ii) are the subject of Permitted Protests, (h) Liens on amounts deposited in connection with obtaining worker’s compensation or other unemployment insurance, (i) Liens on amounts deposited in connection with the making or entering into of bids, tenders, or leases in the ordinary course of business and not in connection with the borrowing of money, (j) Liens on amounts deposited as security for

surety or appeal bonds in connection with obtaining such bonds in the ordinary course of business, (k) with respect to any Real Property, easements, rights of way, and zoning restrictions that do not materially interfere with or impair the use or operation thereof, (l) Liens in favor of the Collateral Agent securing the Senior Secured Notes so long as and to the extent such Liens remain the subject of the Intercreditor Agreement, (m) Liens securing Indebtedness of a Person existing at the time such Person becomes a Subsidiary or is merged with or into one of the Borrowers or one of their Subsidiaries, provided, that such Liens were in existence prior to the date of such acquisition, merger or consolidation, were not incurred in anticipation thereof, and do not extend to any other assets, (n) Liens that secure FF&E Financing, Purchase Money Indebtedness, or Capitalized Lease Obligations permitted to be incurred pursuant to clause (a) of the definition of “Permitted Indebtedness;” provided such Liens do not extend to or cover any property or assets other than those being acquired, leased or developed with the proceeds of such Indebtedness,  (o) leases or subleases granted to other Persons in the ordinary course of business not materially interfering with the conduct of the business of the Borrowers or any of their Subsidiaries or materially detracting from the value of the relative assets of the Borrowers or any of their Subsidiaries, (p) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into by the Borrowers or any of their Subsidiaries in the ordinary course of business, (q) Liens securing insurance premium financing permitted to be incurred pursuant to clause (c) of the definition of “Permitted Indebtedness;” provided such Liens do not extend to or cover any property or assets other than the unearned policy premiums with respect to those policies being acquired with the proceeds of such Indebtedness, and (r) Liens securing time share financing permitted to be incurred pursuant to clause (d) of the definition of “Permitted Indebtedness;” provided such Liens do not extend to or cover any property or assets other than the contracts between the Borrowers and their Subsidiaries and the owners of timeshare interests in the timeshare units of the Borrowers and their Subsidiaries.

“Permitted Protest” means the right of Administrative Borrower or any of its Subsidiaries to protest any Lien (other than any Lien that secures the Obligations), taxes (other than payroll taxes or taxes that are the subject of a United States federal tax lien), or rental payment, provided that (a) a reserve with respect to such obligation is established on a Borrower’s or any of its Subsidiaries’ books and records in such amount as is required under GAAP, (b) any such protest is instituted promptly and prosecuted diligently by Administrative Borrower or any of its Subsidiaries, as applicable, in good faith, and (c) Agent is satisfied that, while any such protest is pending, there will be no impairment of the enforceability, validity, or priority of any of the Agent’s Liens.

“Permitted Refinancing Indebtedness” has the meaning specified therefor in the Senior Secured Indenture.

“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 Gaughn, but only so long as the Obligations owing by RBI 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 Holdco’s and Borrowers’ 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.

“Permitted Tax Distributions” in respect of a Borrower means, with respect to any taxable year or portion thereof in which such Borrower is a Flow Through Entity, the sum of: (i) the product of (a) the excess of (1) all items of taxable income or gain (other than capital gain) of such Borrower for such year or portion thereof over (2) all items of taxable deduction or loss (other than capital loss) of such Borrower for such year or portion thereof and (b) the Applicable Income Tax Rate, plus (ii) the product of (a) the net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss), if any, of such Borrower for such year or portion thereof and (b) the Applicable Capital Gain Tax Rate, plus (iii) the product of (a) the net short-term capital gain (i.e., the excess of net short-term capital gain over net long-term capital loss), if any, of such Borrower for such year or portion thereof and (b) the Applicable Income Tax Rate, minus (iv) the aggregate Tax Loss Benefit Amount for such Borrower for such year or portion thereof; provided, that in no event shall the Applicable Income Tax Rate or the Applicable Capital Gain Tax Rate exceed the greater of (i) the highest aggregate applicable effective marginal rate of United States federal, state, and local income tax to which a corporation doing business in the State of Nevada would be subject to in the relevant year of determination (as certified to the Agent by a nationally recognized tax accounting firm) plus 5% and (ii) 60%. For purposes of calculating the amount of the Permitted Tax Distributions the items of taxable income, gain, deduction or loss (including capital gain or loss) of any Flow Through Entity of which such Borrower is treated for United States federal income tax purposes as a member (but only for periods for which such Flow Through Entity is treated as a Flow Through Entity), which items of income, gain, deduction or loss are allocated to or otherwise treated as items of income, gain, deduction or loss of such Borrower for United States federal income tax purposes, shall be included in determining the taxable income, gain, deduction or loss (including capital gain or loss) of such Borrower.

Estimated tax distributions may be made within thirty days following March 15, May 15, August 15, and December 15 based upon an estimate of the excess of (x) the tax distributions that would be payable for the period beginning on January 1 of such year and ending on March 31, May 31, August 31, and December 31 if such period were a taxable year (computed as provided above) over (y) distributions attributable to all prior periods during such taxable year.

The amount of the Permitted Tax Distribution for a taxable year shall be re-computed promptly after (i) the filing by such Borrower and each Subsidiary of such Borrower that is treated as a Flow Through Entity of their respective annual income tax returns and (ii) United States federal or state taxing authority finally determines that the amount of the items of taxable income, gain, deduction, or loss of such Borrower or any such Subsidiary that is treated as a Flow Through Entity for such taxable year or the aggregate Tax Loss Benefit Amount carried forward to such taxable year should be adjusted (each of clauses (i) and (ii) a “Tax Calculation Event”). To the extent that the Permitted Tax Distributions previously distributed in respect of any taxable year are either greater than (a “Tax Distribution Overage”) or less than (a “Tax Distribution Shortfall”) the Permitted Tax Distributions with respect to such taxable year, as determined by reference to the computation of the amount of the items of income, gain, deduction, or loss of such Borrower and each such Subsidiary in connection with a Tax Calculation Event, the amount of the estimated Permitted Tax Distributions that may be made on the estimated tax distribution date immediately following such Tax Calculation Event shall be reduced or increased as appropriate to the extent of the Tax Distribution Overage or the Tax Distribution Shortfall. To the extent that a Tax Distribution Overage remains after the estimated tax distribution date immediately following such Tax Calculation Event, the amount of the estimated Permitted Tax Distribution that may be made on the subsequent estimated tax distribution date shall be reduced to the extent of such Tax Distribution Overage.

Prior to making any Permitted Tax Distributions, such Borrower shall require each Equity Holder to agree that promptly after the second estimated tax distribution date following a Tax Calculation

Event, such Equity Holder shall reimburse such Borrower to the extent of its pro rata share (based on the portion of Permitted Tax Distributions distributed to such Equity Holder for the taxable year) of any remaining Tax Distribution Overage.

“Person” means natural persons, corporations, limited liability companies, limited partnerships, general partnerships, limited liability partnerships, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are legal entities, and governments and agencies and political subdivisions thereof.

“Preferred Stock” means any Stock of any class or classes of a Person (however designated) which is preferred as to payments of dividends, or as to distributions upon any liquidation or dissolution, over Stock of any other class of such Person.

“Projections” means Borrowers’ forecasted (a) balance sheets, (b) profit and loss statements, and (c) cash flow statements, all prepared on a basis consistent with Borrowers’ historical financial statements, together with appropriate supporting details and a statement of underlying assumptions.

“Pro Rata Share” means, as of any date of determination:

(a)with respect to a Lender’s obligation to make Advances and right to receive payments of principal, interest, fees, costs, and expenses with respect thereto, (i) prior to the Revolver Commitments being terminated or reduced to zero, the percentage obtained by dividing (y) such Lender’s Revolver Commitment, by (z) the aggregate Revolver Commitments of all Lenders, and (ii) from and after the time that the Revolver Commitments have been terminated or reduced to zero, the percentage obtained by dividing (y) the aggregate outstanding principal amount of such Lender’s Advances by (z) the aggregate outstanding principal amount of all Advances,

(b)with respect to a Lender’s obligation to participate in Letters of Credit, to reimburse the Issuing Lender, and right to receive payments of fees with respect thereto, (i) prior to the Revolver Commitments being terminated or reduced to zero, the percentage obtained by dividing (y) such Lender’s Revolver Commitment, by (z) the aggregate Revolver Commitments of all Lenders, and (ii) from and after the time that the Revolver Commitments have been terminated or reduced to zero, the percentage obtained by dividing (y) the aggregate outstanding principal amount of such Lender’s Advances by (z) the aggregate outstanding principal amount of all Advances,

(c)[intentionally omitted], and

(d)with respect to all other matters as to a particular Lender (including the indemnification obligations arising under Section 15.7), the percentage obtained by dividing (i) such Lender’s Revolver Commitment, by (ii) the aggregate amount of Revolver Commitments of all Lenders; provided, however, that in the event the Revolver Commitments have been terminated or reduced to zero, Pro Rata Share under this clause shall be the percentage obtained by dividing (A) the outstanding principal amount of such Lender’s Advances plus such Lender’s ratable portion of the Risk Participation Liability with respect to outstanding Letters of Credit, by (B) the outstanding principal amount of all Advances plus the aggregate amount of the Risk Participation Liability with respect to outstanding Letters of Credit.

“Protective Advances” has the meaning specified therefor in Section 2.3(d)(i).

“Purchase Money Indebtedness” means Indebtedness (other than the Obligations, but including Capitalized Lease Obligations), incurred at the time of, or within 20 days after, the acquisition of any fixed assets for the purpose of financing all or any part of the acquisition cost thereof.

“Qualified Cash” means, as of any date of determination, the amount of unrestricted cash and Cash Equivalents of Borrowers and their Subsidiaries that is in Deposit Accounts or in Securities Accounts, or any combination thereof, and which such Deposit Account or Securities Account is the subject of a Control Agreement and is maintained by a branch office of the bank or securities intermediary located within the United States.

“Qualified Capital Stock” has the meaning specified therefor in the Senior Secured Indenture.

“Qualified Exchange” has the meaning specified therefor in the Senior Secured Indenture.

“RBG” has the meaning specified therefor in the preamble to the Agreement.

“RBI” means R. Black, Inc., a Nevada corporation.

“Real Property” means any estates or interests in real property now owned or hereafter acquired by any Borrower or a Subsidiary of any Borrower and the improvements thereto.

“Real Property Collateral” means the Real Property identified on Schedule R-1 and any Real Property hereafter acquired by a Borrower or any Subsidiary of a Borrower.

“Record” means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable form.

“Redemption and Purchase Agreements” means the Agreement for Purchase and Sale or Redemption of Equity Interests, dated November 22, 2004, by and among James A. Black Gaming Properties Trust, Gary W. Black Gaming Properties Trust, Michael T. Black Gaming Properties Trust, JORCO, Inc., Marcus A. Hall, James Ritchie and Barry R. Moore, as Sellers, and Robert R. Black, Sr., RCC and B&BB, as Purchaser, and the Agreement for Purchase and Sale or Redemption of Equity Interests, dated November 22, 2004, by and among Scott M. Nielson, as Seller, and Robert R. Black, Sr., and B&BB, as Purchaser, pursuant to which Robert R. Black, Sr. and the other Borrowers will redeem or repurchase the equity interests in the Borrowers not owned by Robert R. Black, Sr. or his affiliates and a minority owner.

“Reference Period” has the meaning specified therefor in the Senior Secured Indenture.

“Remedial Action” means all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in any way address Hazardous Materials in the indoor or outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (c) restore or reclaim natural resources or the environment, (d) perform any pre-remedial studies, investigations, or post-remedial operation and maintenance activities, or (e) conduct any other actions with respect to Hazardous Materials authorized by Environmental Laws.

“Replacement Lender” has the meaning specified therefor in Section 14.2(a).

“Report” has the meaning specified therefor in Section 15.17.

“Required Availability” means that the sum of (a) Excess Availability, plus (b) Qualified Cash exceeds $10,000,000.

“Required Lenders” means, at any time, Lenders whose aggregate Pro Rata Shares (calculated under clause (d) of the definition of Pro Rata Shares) equal or exceed 50.1%

“Reserve Percentage” means, on any day, for any Lender, the maximum percentage prescribed by the Board of Governors of the Federal Reserve System (or any successor Governmental Authority) for determining the reserve requirements (including any basic, supplemental, marginal, or emergency reserves) that are in effect on such date with respect to eurocurrency funding (currently referred to as “eurocurrency liabilities”) of that Lender, but so long as such Lender is not required or directed under applicable regulations to maintain such reserves, the Reserve Percentage shall be zero.

“Restricted Investment” has the meaning specified therefor in the Senior Secured Indenture.

“Restricted Payment” means, with respect to any Person:

(a)the declaration or payment of any dividend or other distribution in respect of Stock of such Person,

(b)any payment (except to the extent with Qualified Capital Stock) on account of the purchase, redemption or other acquisition or retirement for value of Stock of such Person,

(c)other than with the proceeds from the substantially concurrent sale of, or in exchange for, Permitted Refinancing Indebtedness any purchase, redemption, or other acquisition or retirement for value of, any payment in respect of, any amendment of the terms of or any defeasance of, any Subordinated Indebtedness, directly or indirectly, by such Person or a Subsidiary of such Person prior to the scheduled maturity, any scheduled repayment of principal, or scheduled sinking fund payment, as the case may be, of such Indebtedness,

(d)the payment of any management fees or any other fees or expenses (including the reimbursement thereof by any Borrower or any of its Subsidiaries) pursuant to any management, consulting, or other services agreement to any of the Stock holders of any Borrower or any of its Subsidiaries or other Affiliates, or to any other Subsidiaries or Affiliates of any Borrower, and

(e)any Restricted Investment by such Person;

provided, however, that the term “Restricted Payment” does not include (1) any dividend, distribution or other payment on or with respect to Stock of a Borrower to the extent payable solely in shares of Qualified Capital Stock of such Borrower, or (2) any dividend, distribution or other payment to the Borrowers, or to any of the Guarantors, by the Borrower or any of their Subsidiaries and any Investment in any Guarantor by the Borrowers or any of their Subsidiaries.

“Revolver Commitment” means, with respect to each Lender, its Revolver Commitment, and, with respect to all Lenders, their Revolver Commitments, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1 or in the Assignment and Acceptance pursuant to which such Lender became a Lender hereunder, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1.

“Revolver Usage” means, as of any date of determination, the sum of (a) the amount of outstanding Advances, plus (b) the amount of the Letter of Credit Usage.

“Risk Participation Liability” means, as to each Letter of Credit, all reimbursement obligations of Borrowers to the Issuing Lender with respect to an L/C Undertaking, consisting of (a) the amount available to be drawn or which may become available to be drawn, (b) all amounts that have been paid by the Issuing Lender to the Underlying Issuer to the extent not reimbursed by Borrowers, whether by the

making of an Advance or otherwise, and (c) all accrued and unpaid interest, fees, and expenses payable with respect thereto.

“Robert Black Trust” means the Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24, 2004.

“SEC” means the United States Securities and Exchange Commission and any successor thereto.

“Securities Account” means a “securities account” (as that term is defined in the Code).

“Security Agreement” means a security agreement, in form and substance satisfactory to Agent, executed and delivered by Borrower to Agent.

“Senior Note Documents” means, collectively, the Indentures, the Senior Secured Notes, the Senior Subordinated Notes and the Senior Secured Note Collateral Agreements (as such term is defined in the Senior Secured Note Indenture).

“Senior Secured Notes” means the Senior Secured Notes due 2012 issued by BB&B, RBG and VRCC pursuant to the Senior Secured Note Indenture.

“Senior Secured Note Indenture” means that certain indenture dated as of December 20, 2004, among the Trustee, Borrowers and their Subsidiaries.

Senior Subordinated Notes” means the Senior Subordinated Notes due 2013 issued by BB&B, RBG and VRCC pursuant to the Senior Subordinated Note Indenture.

“Senior Subordinated Note Indenture” means that certain indenture dated as of December 20, 2004, among the Trustee, Borrowers and their Subsidiaries.

“Settlement” has the meaning specified therefor in Section 2.3(f)(i).

“Settlement Date” has the meaning specified therefor in Section 2.3(f)(i).

“Solvent” means, with respect to any Person on a particular date, that, at fair valuations, the sum of such Person’s assets is greater than all of such Person’s debts.

“Stock” means all shares, options, warrants, interests, participations, or other equivalents (regardless of how designated) of or in a Person, whether voting or nonvoting, including common stock, preferred stock, or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act).

“Subordinated Indebtedness” has the meaning specified therefor in the Senior Secured Indenture.

 “Subsidiary” of a Person means a corporation, partnership, limited liability company, or other entity in which that Person directly or indirectly owns or controls the shares of Stock having ordinary voting power to elect a majority of the board of directors (or appoint other comparable managers) of such corporation, partnership, limited liability company, or other entity.

“Swing Lender” means WFF or any other Lender that, at the request of Administrative Borrower and with the consent of Agent agrees, in such Lender’s sole discretion, to become the Swing Lender under Section 2.3(d).

“Swing Loan” has the meaning specified therefor in Section 2.3(d)(i).

“Taxes” has the meaning specified therefor in Section 15.11.

“Trademark Security Agreement” means a Trademark Security Agreement in the form  of Exhibit D to the Security Agreement made by  Borrowers in form and substance satisfactory to Agent.

“TTM EBITDA” means, as of any determination, EBITDA of Borrowers and their Subsidiaries for the 12 consecutive monthly periods most recently ended.

“Trustee” means The Bank of New York, in its capacity as trustee for the holders of the Senior Secured Notes and Senior Subordinated Notes.

“Underlying Issuer” means a third Person which is the beneficiary of an L/C Undertaking and which has issued a letter of credit at the request of the Issuing Lender for the benefit of Borrowers.

“Underlying Letter of Credit” means a letter of credit that has been issued by an Underlying Issuer.

“United States” means the United States of America.

“Unrestricted Subsidiary” has the meaning specified therefor in the Senior Secured Indenture.

“Voidable Transfer” has the meaning specified therefor in Section 16.6.

“Wells Fargo” means Wells Fargo Bank, National Association, a national banking association.

“WFF” means Wells Fargo Foothill, Inc., a California corporation.

EX-2.15

Exhibit 2.15

SECURITY AGREEMENT

This SECURITY AGREEMENT (this “Agreement”) is made this 20th day of December, 2004, among Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, “Grantors” and each individually “Grantor”), 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 of even date herewith (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 is willing to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof,

WHEREAS, RBG, VRCC and B&BB (collectively, the “Senior Secured Note Issuers”) and CBR, OIM, OIO and ORP (collectively, the “Senior Secured Note Guarantors”) and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”) have entered into that certain Senior Secured Note Indenture pursuant to which, inter alia, the Senior Secured Note Issuers will issue certain Senior Secured Notes which are guaranteed by the Senior Secured Note Guarantors, and secured by a continuing security interest in certain assets of the Senior Secured Note Issuers and the Senior Secured Note Guarantors,

WHEREAS, one of the conditions of the Credit Agreement is that the security interest in the Collateral (as defined below) under the Loan Documents (as defined below) be senior in priority to the security interest in the Collateral under the Senior Secured Note Documents (as defined below) in the manner and to the extent provided for in the Intercreditor Agreement (as defined below),

WHEREAS, Agent has agreed to act as agent for the benefit of the Lender Group and the Bank Product Provider in connection with the transactions contemplated by this Agreement,

WHEREAS, in order to induce the Lender Group to enter into the Credit Agreement and the other Loan Documents and to induce the Lender Group to make financial accommodations to Borrowers as provided for in the Credit Agreement, Grantors have agreed to grant a continuing security interest in and to the Collateral in order to secure the prompt and complete payment, observance and performance of, among other things, (a) the obligations of Grantors arising from this Agreement, the Credit Agreement, and the other Loan Documents, (b) all Bank Product Obligations, and (c) 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), and (c) 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)“Casino Bankroll” means only the amount of cash or Cash Equivalents required by the provisions of Section 6.150 of the Regulations of the NGC to satisfy the Casino minimum bankroll requirements, mandatory game security reserves, allowances for redemption of casino chips and tokens, or payment of winning wagers to gaming patrons, or as otherwise may be required by the Gaming Laws or a directive of the Chairman of the NGCB.

(b)“CFC” means a controlled foreign corporation (as that term is defined in the IRC).

(c)“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 Agent’s 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.

(d)“Collateral” has the meaning specified therefor in Section 2.

(e)“Commercial Tort Claim” has the meaning specified therefor in Section 2(k).

(f)“Copyrights” means copyrights and copyright registrations, including, without limitation, the copyright registrations and recordings thereof and all applications in connection therewith listed on Schedule 1 attached hereto and made a part hereof, and (i) all reissues, continuations, extensions or renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue for past, present and future infringements and dilutions thereof, (iv) the goodwill of each Grantor’s business symbolized by the foregoing and connected therewith, and (v) all of each Grantor’s rights corresponding thereto throughout the world.

(g)“Copyright Security Agreement” means each Copyright Security Agreement among Grantors, or any of them, and Agent, for the benefit of the Lender Group and the Bank Product Provider, in substantially the form of Exhibit A attached hereto, pursuant to which Grantors have granted to Agent, for the benefit of the Lender Group and the Bank Product Provider, a security interest in all their respective Copyrights.

(h)“Ella Kay Land” means the unimproved real property consisting of approximately 34.4 acres, which is owned in fee by RBG and is located southwest of the CasaBlanca Golf Course

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(i)“Excluded Assets” means (i) all Non-Operating Real Property, (ii) assets securing FF&E Financing, Purchase Money Indebtedness, or Capitalized Lease Obligations permitted to be incurred under the definition of Permitted Indebtedness and Permitted Liens in the Credit Agreement, (iii) leasehold estates in real property existing on the Closing Date and any additional leasehold estates in real property acquired by the Grantors or their Subsidiaries after the Closing Date, unless the Agent, in its Permitted Discretion, requests that the Grantors provide Agent with a Lien upon and security interest in such leasehold estate, and immediately thereupon, Grantors shall be deemed to have granted as security interest in such leasehold estate and such leasehold estate shall cease to constitute Excluded Assets, (iv) the Casino Bankroll, (v) any Investment Related Property of any Borrower constituting Stock of such Borrower’s Subsidiaries that are CFCs, solely to the extent that such Investment Related Property is in excess of 65% of the voting power of the Stock of such CFC, and (vi) any leases, permits, licenses (including Gaming Licenses) or other contracts or agreements or other assets or property to the extent that a grant of a Lien thereon (x) is prohibited by law or would constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of the grantor therein pursuant to the applicable law, or (y) would require the consent of third parties and such consent has not been obtained after Grantors have used commercially reasonable efforts to try to obtain such consent, or (z) other than as a result of requiring a consent of third parties that has not been obtained, would result in a breach of the provisions thereof, or constitute a default under or result in a termination of, such lease, permit, license, contract or agreement (other than to the extent that any such provisions thereof would be rendered ineffective pursuant to Section 9-406, 9-407 or 9-408 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law); provided, that, immediately upon the uneffectiveness, lapse or termination of such prohibition, the provisions that would be so breached or such breach, default or termination or immediately upon the obtaining of any such consent, the Excluded Assets shall not include, and Grantors shall be deemed to have granted a security interest in, all such leases, permits, licenses, contracts and agreements and such other assets and property as if such prohibition, the provisions that would be so breached or such breach, default or termination had never been in effect and as if such consent had not been required; provided, however, that Excluded Assets shall not include (and, accordingly, Collateral shall include) any and all proceeds of any of such assets.

(j)“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 within the State of Nevada.

(k)“Gaming License” means any finding of suitability, registration, license, franchise or other approval or authorization required to own, lease, operate or otherwise conduct or manage riverboat, dockside or land-based gaming activities in any state or jurisdiction in which Grantors or any of  their Subsidiaries conduct business (including all such licenses granted by the Nevada Gaming Authorities under Gaming Laws).

(l)“General Intangibles” has the meaning specified therefor in Section 2(f).

(m)“Intellectual Property” means any and all Intellectual Property Licenses, Patents, Copyrights, Trademarks, the goodwill associated with such Trademarks, trade secrets and customer lists.

(n)“Intellectual Property Licenses” means rights under or interest in any patent, trademark, copyright or other intellectual property, including software license agreements with any other party, whether the applicable Grantor is a licensee or licensor under any such license agreement, including, without limitation, the license agreements listed on Schedule 2 attached hereto and made a part hereof, and the right to use the foregoing in connection with the enforcement of the Lender Group’s rights under the Loan Documents, including, without limitation, the right to prepare for sale and sell any and all Inventory and Equipment now or hereafter owned by any Grantor and now or hereafter covered by such licenses.

(o)“Intercreditor Agreement” has the meaning specified therefor in the Credit Agreement.

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(p)“Investment Related Property” means (i) investment property (as that term is defined in the Code), 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.

(q)“IRC” means the Internal Revenue Code of 1986, as in effect from time to time and any successor statute.

(r)“Land Behind Mesquite Star” means the unimproved real property consisting of approximately 24.45 acres, which is owned in fee by VRCC and is located to the southwest and west of the Virgin River Convention Center, formerly known as the “Mesquite Star Hotel & Casino.

(s)“Negotiable Collateral” has the meaning specified therefore in Section 2(i).

(t)“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).

(u)“NGC” means the Nevada Gaming Commission.

(v)“NGCB” means the Nevada State Gaming Control Board.

(w)“Non-Operating Real Property” means (i) the land-based facilities and related amenities comprising the Oasis Recreational Facility, including without limitation all leased property related thereto, and (ii) all owned real property and leasehold interests in the Land Behind Mesquite Star, the Ella Kay Land and the Truck Parking and all additions and improvements to such real property.

(x)“Oasis Recreational Facility” means the improved real property consisting of approximately 349.51 acres, which is owned in fee by Oasis Recreational Properties, Inc. and is located to the east of the Palms Golf Course.

(y)“Patents” means patents and patent applications, including, without limitation, the patents and patent applications listed on Schedule 3 attached hereto and made a part hereof, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue for past, present and future infringements and dilutions thereof, and (iv) all of each Grantor’s rights corresponding thereto throughout the world.

(z)“Patent Security Agreement” means each Patent Security Agreement among Grantors, or any of them, and Agent, for the benefit of the Lender Group and the Bank Product Provider, in substantially the form of Exhibit B attached hereto, pursuant to which Grantors have granted to Agent, for the benefit of the Lender Group and the Bank Product Provider, a security interest in all their respective Patents.

(aa)“Permitted Discretion” has the meaning specified therefor in the Credit Agreement.

(bb)“Pledged Companies” means, each Person listed on Schedule 4 hereto as a “Pledged Company”, together with each other Person, all or a portion of whose Stock, is acquired or otherwise owned by a Grantor after the Closing Date.

(cc)“Pledged Interests” means all of each Grantor’s right, title and interest in and to all of the Stock now or hereafter owned by such Grantor, regardless of class or designation, including, without limitation, in each of the Pledged Companies, and all substitutions therefor and replacements thereof, all

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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 Grantor, 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 C to this Agreement.

(ee)“Pledged Operating Agreements” means all of each Grantor’s 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 Grantor’s rights, powers, and remedies under the partnership agreements of each of the Pledged Companies that are partnerships.

(gg)“Proceeds” has the meaning specified therefor in Section 2(m).

(hh)“Purchase Money Indebtedness” has the meaning specified therefor in the Credit Agreement.

(ii)“Records” means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable form.

(jj)“Secured Obligations” has the meaning specified therefor in the Fifth Recital of this Agreement.

(kk)“Security Interest” has the meaning specified therefor in Section 2.

(ll)“Senior Secured Note Guarantors” has the meaning specified therefor in the Second Recital of this Agreement.

(mm)“Senior Secured Note Issuers” has the meaning specified therefor in the Second Recital of this Agreement.

(nn)“Senior Secured Notes” means the Senior Secured Notes due 2012 issued by B&BB, RBG and VRCC pursuant to the Senior Secured Note Indenture.

(oo)“Senior Note Documents” means, collectively, the Indentures, the Senior Secured Notes, the Senior Subordinated Notes, and Collateral Agreements (as such term is defined in the Senior Secured Note Indenture).

(pp)“Senior Secured Note Indenture” means that certain indenture dated as of December 20, 2004, among the Trustee, Borrowers and their Subsidiaries.

(qq)“Supporting Obligations” has the meaning specified therefor in Section 2(j).

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(rr)“Trademarks” means trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks and service mark applications, including, without limitation, the trade names, registered trademarks, trademark applications, registered service marks and service mark applications listed on Schedule 5 attached hereto and made a part hereof, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue for past, present and future infringements and dilutions thereof, (iv) the goodwill of each Grantor’s business symbolized by the foregoing and connected therewith, and (v) all of each Grantor’s rights corresponding thereto throughout the world.

(ss)“Trademark Security Agreement” means each Trademark Security Agreement among Grantors, or any of them, and Agent, for the benefit of the Lender Group and the Bank Product Provider, in substantially the form of Exhibit D attached hereto, pursuant to which Grantors have granted to Agent, for the benefit of the Lender Group and the Bank Product Provider, a security interest in all their respective Trademarks.

(tt)“Truck Parking” means the improved real property consisting of approximately 4.61 acres (7.73 acres at such time as the truck parking land owned by Rock Springs is deeded to VRCC, which is scheduled to occur before the Closing Date) on which truck parking for VRCC is located. The Truck Parking is owned in fee by VRCC and is situated to the east of the Virgin River Casino.

(uu)“Trustee” has the meaning specified therefor in the Second Recital of this Agreement.

(vv)“URL” means “uniform resource locator,” an internet web address.

2.Grant of Security.  Each Grantor 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 all personal property, of such Grantor whether now owned or hereafter acquired or arising and wherever located (hereinafter referred to as the “Security Interest”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located (the “Collateral”):

(a)all of such Grantor’s Accounts;

(b)all of such Grantor’s books and records (including all of its Records indicating, summarizing, or evidencing its assets (including the Collateral) or liabilities, all of its Records relating to its business operations or financial condition, and all of its goods or General Intangibles related to such information) (“Books”);

(c)all of such Grantor’s chattel paper (as that term is defined in the Code) and, in any event, including, without limitation, tangible chattel paper and electronic chattel paper (“Chattel Paper”);

(d)all of such Grantor’s interest with respect to any Deposit Account;

(e)all of such Grantor’s Equipment and fixtures;

(f)All of such Grantor’s general intangibles (as that term is defined in the Code) and, in any event, including, without limitation, payment intangibles, contract rights, rights to payment, rights arising under common law, statutes, or regulations, choses or things in action, goodwill (including the goodwill associated with any Trademark, Patent, or Copyright), Patents, Trademarks, Copyrights, URLs and domain names, industrial designs, other industrial or Intellectual Property or rights therein or applications therefor,

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whether under license or otherwise, programs, programming materials, blueprints, drawings, purchase orders, customer lists, monies due or recoverable from pension funds, route lists, rights to payment and other rights under any royalty or licensing agreements, including Intellectual Property Licenses, infringement claims, computer programs, information contained on computer disks or tapes, software, literature, reports, catalogs, pension plan refunds, pension plan refund claims, insurance premium rebates, tax refunds, and tax refund claims, uncertificated securities, and any other personal property other than commercial tort claims, money, Accounts, Chattel Paper, Deposit Accounts, goods, Investment Related Property, Negotiable Collateral, and oil, gas, or other minerals before extraction (“General Intangibles”);

(g)all of such Grantor’s Inventory;

(h)all of such Grantor’s Investment Related Property;

(i)all of such Grantor’s letters of credit, letter of credit rights, instruments, promissory notes, drafts, and documents (as such terms may be defined in the Code) (“Negotiable Collateral”);

(j)all of such Grantor’s rights in respect of supporting obligations (as such term is defined in the Code), including letters of credit and guaranties issued in support of Accounts, Chattel Paper, documents, General Intangibles, instruments, or Investment Related Property (“Supporting Obligations”);

(k)all of such Grantor’s interest with respect to any commercial tort claims (as that term is defined in the Code), including, without limitation those commercial tort claims listed on Schedule 6 attached hereto (“Commercial Tort Claims”);

(l)all of such Grantor’s money, Cash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent or any other member of the Lender Group;

(m)all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or commercial tort claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the property of Grantors, 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 any of 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 Grantor or Agent from time to time with respect to any of the Investment Related Property.

The foregoing to the contrary notwithstanding, “Collateral” shall not include the Excluded Assets.

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 Grantors, 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 Grantor.

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4.Grantors Remain Liable.  Anything herein to the contrary notwithstanding, (a) each of the Grantors 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 Grantor 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 Grantors thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.  Until an Event of Default shall occur and be continuing, except as otherwise provided in this Agreement, the Credit Agreement, or other Loan Documents, Grantors shall have the right to possession and enjoyment of the Collateral for the purpose of conducting the ordinary course of their respective businesses, subject to and upon the terms hereof and of the Credit Agreement and the other Loan Documents.  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 Grantor until the occurrence of an Event of Default and until Agent shall notify the applicable Grantor of Agent’s exercise of voting, consensual, and/or dividend rights with respect to the Pledged Interests pursuant to Section 15 hereof.

5.Representations and Warranties.  Each Grantor, jointly and severally, hereby represents and warrants as follows:

(a)The exact legal name of each of the Grantors is set forth on the signature pages of this Agreement or a written notice provided to Agent pursuant to Section 6.5 of the Credit Agreement.

(b)Schedule 7 attached hereto sets forth all Real Property owned by Grantors as of the Closing Date.

(c)As of the Closing Date, no Grantor has any interest in, or title to, any Copyrights, Intellectual Property Licenses, Patents, or Trademarks except as set forth on Schedules 1, 2, 3 and 5, respectively, attached hereto.  This Agreement is effective to create a valid and continuing Lien on such Copyrights, Intellectual Property Licenses, Patents and Trademarks and, upon filing of the Copyright Security Agreement with the United States Copyright Office and filing of the Patent Security Agreement and the Trademark Security Agreement with the United State Patent and Trademark Office, and the filing of appropriate financing statements in the jurisdictions listed on Schedule 8 hereto, all action necessary or desirable to protect and perfect the Security Interest in and to on each Grantor’s Patents, Trademarks, or Copyrights has been taken and such perfected Security Interests are enforceable as such as against any and all creditors of and purchasers from any Grantor.

(d)This Agreement creates a valid security interest in the Collateral of each of Grantors, 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 Grantor, as a debtor, and Agent, as secured party, in the jurisdictions listed next to such Grantor’s name on Schedule 8 attached hereto.  Upon the making of such filings and subject to Section 24 with respect to solely the Investment Related Property owned by VRCC, Agent shall have a first priority perfected security interest in the Collateral of each Grantor to the extent such security interest can be perfected by the filing of a financing statement.

(e)Except for the Security Interest created hereby, each Grantor 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 Permitted Liens, of the Pledged Interests indicated on Schedule 4 as being owned by such Grantor and, when acquired by

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such Grantor, 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 Grantor identified on Schedule 4 hereto as supplemented or modified by any Pledged Interests Addendum or any Supplement to this Agreement; (ii) such Grantor has the right and requisite authority to pledge, the Investment Related Property pledged by such Grantor to Agent as provided herein; (iii) all actions necessary or desirable to perfect, establish the first priority of, or otherwise protect, Agent’s 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 Grantor; (C) upon the filing of financing statements in the applicable jurisdiction set forth on Schedule 8 attached hereto for such Grantor with respect to the Pledged Interests of such Grantor that are not represented by certificates, and (D) with respect to any Securities Accounts, upon the delivery of Control Agreements with respect thereto; and (iv) each Grantor 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 8 hereof) all certificates representing the Pledged Interests owned by such Grantor to the extent such Pledged Interests are represented by certificates, and undated powers endorsed in blank with respect to such certificates.

(f)Except for such authorizations, consents and other actions as those described in Section 25 hereof with respect to the Investment Related Property owned by VRCC, no consent, approval, authorization, or other order or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required (i) for the grant of a Security Interest by such Grantor in and to the Collateral pursuant to this Agreement or for the execution, delivery, or performance of this Agreement by such Grantor, or (ii) for the exercise by Agent of the voting or other rights provided for in this Agreement with respect to the Investment Related Property or the remedies in respect of the Collateral pursuant to this Agreement, 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.

6.Covenants.  Each Grantor, 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 23 hereof:

(a)Possession of Collateral.  In the event that any Collateral, including proceeds, is evidenced by or consists of Negotiable Collateral, Investment Related Property, or Chattel Paper, and if and to the extent that perfection or priority of Agent’s Security Interest is dependent on or enhanced by possession, the applicable Grantor, immediately upon the request of Agent and in accordance with Section 8 hereof, shall execute such other documents as shall be requested by Agent or, if applicable, endorse and deliver physical possession of such Negotiable Collateral, Investment Related Property, or Chattel Paper to Agent, together with such undated powers endorsed in blank as shall be requested by Agent;

(b)Chattel Paper.

(i)Each Grantor shall take all steps reasonably necessary to grant Agent control of all electronic Chattel Paper in accordance with the Code and all “transferable records” as that term is defined in Section 16 of the Uniform Electronic Transaction Act and Section 201 of the federal Electronic Signatures in Global and National Commerce Act as in effect in any relevant jurisdiction;

(ii)If any Grantor retains possession of any Chattel Paper or instruments (which retention of possession shall be subject to the extent permitted hereby and by the Credit Agreement), promptly upon the request of Agent, such Chattel Paper and instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the Security Interest of Wells Fargo Foothill, Inc., as Agent for the benefit of the Lender Group and the Bank Product Provider”;

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(c)Control Agreements.

(i)Except to the extent otherwise permitted by the Credit Agreement, each Grantor shall obtain an authenticated Control Agreement, from each bank holding a Deposit Account for such Grantor;

(ii)Except to the extent otherwise permitted by the Credit Agreement, each Grantor shall obtain authenticated Control Agreements, from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for any Grantor;

(d)Letter of Credit Rights.  Each Grantor that is or becomes the beneficiary of a letter of credit shall promptly (and in any event within 2 Business Days after becoming a beneficiary), notify Agent thereof and, upon the request by Agent, enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to letter-of-credit rights (as that term is defined in the Code) assigning such letter-of-credit rights to Agent and directing all payments thereunder to Agent’s Account, all in form and substance satisfactory to Agent;

(e)Commercial Tort Claims.  Each Grantor shall promptly (and in any event within 2 Business Days of receipt thereof), notify Agent in writing upon incurring or otherwise obtaining a Commercial Tort Claim after the date hereof against any third party and, upon request of Agent, promptly amend Schedule 6 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Agent to give Agent a first priority, perfected security interest in any such Commercial Tort Claim;

(f)Government Contracts.  If any Account or Chattel Paper arises out of a contract or contracts with the United States of America or any department, agency, or instrumentality thereof, Grantors shall promptly (and in any event within 2 Business Days of the creation thereof) notify Agent thereof in writing and execute any instruments or take any steps reasonably required by Agent in order that all moneys due or to become due under such contract or contracts shall be assigned to Agent, for the benefit of the Lender Group and the Bank Product Provider, and notice thereof given under the Assignment of Claims Act or other applicable law;

(g)Intellectual Property.

(i)Upon request of Agent, in order to facilitate filings with the United States Patent and Trademark Office and the United States Copyright Office, each Grantor shall execute and deliver to Agent one or more Copyright Security Agreements, Trademark Security Agreements, and/or Patent Security Agreements to evidence Agent’s Lien on such Grantor’s Patents, Trademarks, and/or Copyrights, and the General Intangibles of such Grantor relating thereto or represented thereby;

(ii)Each Grantor shall have the duty, to the extent necessary or economically desirable in the operation of such Grantor’s business, (A) to promptly sue for infringement, misappropriation, or dilution and to recover any and all damages for such infringement, misappropriation, or dilution, (B) to prosecute diligently any trademark application or service mark application that is part of the Trademarks pending as of the date hereof or hereafter until the termination of this Agreement, (C) to prosecute diligently any patent application that is part of the Patents pending as of the date hereof or hereafter until the termination of this Agreement, and (D) to take all reasonable and necessary action to preserve and maintain all of such Grantor’s Trademarks, Patents, Copyrights, Intellectual Property Licenses, and its rights therein, including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings.  Any expenses incurred in connection with the foregoing shall be borne by the appropriate Grantor.  Each Grantor further agrees not to abandon any Trademark, Patent,

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Copyright, or Intellectual Property License that is necessary or economically desirable in the operation of such Grantor’s business without the prior written consent of Agent;

(iii)Grantors acknowledge and agree that the Lender Group shall have no duties with respect to the Trademarks, Patents, Copyrights, or Intellectual Property Licenses.  Without limiting the generality of this Section 6(g), Grantors acknowledge and agree that no member of the Lender Group shall be under any obligation to take any steps necessary to preserve rights in the Trademarks, Patents, Copyrights, or Intellectual Property Licenses against any other Person, but any member of the Lender Group may do so at its option from and after the occurrence of an Event of Default, and all expenses incurred in connection therewith (including, without limitation, reasonable fees and expenses of attorneys and other professionals) shall be for the sole account of Borrowers and shall be chargeable to the Loan Account;

(iv)In no event shall any Grantor, either itself or through any agent, employee, licensee, or designee, file an application for the registration of any Patent, Trademark, or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency without giving Agent prior written notice thereof.  Promptly upon any such filing, each Grantor shall comply with Section 6(g)(i) hereof;

(h)Investment Related Property.

(i)If any Grantor shall receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within 2 Business Days of receipt thereof) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests;

(ii)All sums of money and property paid or distributed in respect of the Investment Related Property which are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent’s in the exact form received;

(iii)Each Grantor shall promptly deliver to Agent a copy of each notice or other communication received by it in respect of any Pledged Interests;

(iv)No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests other than pursuant to the Loan Documents;

(v)Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interest on the Investment Related Property or any sale or transfer thereof;

(vi)As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, all limited liability company or partnership interests, issued each Grantor, jointly and severally, hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account.  In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction;

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(i)Real Property; Fixtures.  Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property it will promptly (and in any event within 2 Business Days of acquisition) notify Agent of the acquisition of such Real Property and will grant to Agent, for the benefit of the Lender Group and the Bank Product Provider, a first priority Mortgage on each fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith.  Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;

(j)Transfers and Other Liens.  Grantors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except expressly permitted by the Credit Agreement, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral of any of Grantors, except for Permitted Liens.  The inclusion of Proceeds in the Collateral shall not be deemed to constitute Agent’s consent to any sale or other disposition of any of the Collateral except as expressly permitted in this Agreement or the other Loan Documents; and

(k)Other Actions as to Any and All Collateral.  Each Grantor shall promptly (and in any event within 2 Business Days of acquiring or obtaining such Collateral) notify Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Trademarks, Patents, Copyrights, Intellectual Property Licenses, Investment Related Property, Chattel Paper (electronic, tangible or otherwise), documents (as defined in the Code), or instruments (as defined in the Code) and, upon the request of Agent and in accordance with Section 8 hereof, promptly execute such other documents, or if applicable, deliver such Chattel Paper, other documents or certificates evidencing any Investment Related Property in accordance with Section 6 hereof and do such other acts or things deemed necessary or desirable by Agent to protect Agent’s Security Interest therein.

7.Relation to Other Security Documents.  The provisions of this Agreement shall be read and construed with the other Loan Documents referred to below in the manner so indicated.

(a)Credit Agreement. In the event of any conflict between any provision in this Agreement and a provision in the Credit Agreement, such provision of the Credit Agreement shall control.

(b)Patent, Trademark, Copyright Security Agreements.  The provisions of the Copyright Security Agreements, Trademark Security Agreements, and Patent Security Agreements are supplemental to the provisions of this Agreement, and nothing contained in the Copyright Security Agreements, Trademark Security Agreements, or the Patent Security Agreements shall limit any of the rights or remedies of Agent hereunder.

8.Further Assurances.

(a)Each Grantor agrees that from time to time, at its own expense, such Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that Agent may reasonably request, in order to perfect and protect any Security Interest granted or purported to be granted hereby or to enable Agent to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral.

(b)Each Grantor authorizes the filing of such financing or continuation statements, or amendments thereto, and such Grantor will execute and deliver to Agent such other instruments or notices, as may be necessary or as Agent may reasonably request, in order to perfect and preserve the Security Interest granted or purported to be granted hereby.

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(c)Each Grantor authorizes Agent to file, transmit, or communicate, as applicable, financing statements and amendments describing the Collateral as “all personal property of debtor” or “all assets of debtor” or words of similar effect, in order to perfect Agent’s security interest in the Collateral without such Grantor’s signature.  Each Grantor also hereby ratifies its authorization for Agent to have filed in any jurisdiction any financing statements filed prior to the date hereof.

(d)Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed in connection with this Agreement without the prior written consent of Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the Code.

9.Agent’s Right to Perform Contracts.  Upon the occurrence of an Event of Default, Agent (or its designee) may proceed to perform any and all of the obligations of any Grantor contained in any contract, lease, or other agreement and exercise any and all rights of any Grantor therein contained as fully as such Grantor itself could.

10.Agent Appointed Attorney-in-Fact.  Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

(a)to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;

(b)to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;

(c)to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;

(d)to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;

(e)to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;

(f)to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or other industrial or intellectual property rights, in advertising for sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and

(g)Agent on behalf of the Lender Group shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement.

To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.  This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.

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11.Agent May Perform.  If any of Grantors fails to perform any agreement contained herein, Agent may itself perform, or cause performance of, such agreement, and the reasonable expenses of Agent incurred in connection therewith shall be payable, jointly and severally, by Grantors.

12.Agent’s Duties.  The powers conferred on Agent hereunder are solely to protect Agent’s interest in the Collateral, for the benefit of the Lender Group and the Bank Product Provider, and shall not impose any duty upon Agent to exercise any such powers.  Except for the safe custody of any Collateral in its actual possession and the accounting for moneys actually received by it hereunder, Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.  Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its actual possession if such Collateral is accorded treatment substantially equal to that which Agent accords its own property.

13.Collection of Accounts, General Intangibles and Negotiable Collateral.  At any time upon the occurrence and during the continuation of an Event of Default, Agent or Agent’s designee may (a) notify Account Debtors of any Grantor that the Accounts, General Intangibles, Chattel Paper or Negotiable Collateral have been assigned to Agent, for the benefit of the Lender Group and the Bank Product Provider, or that Agent has a security interest therein, and (b) collect the Accounts, General Intangibles and Negotiable Collateral directly, and any collection costs and expenses shall constitute part of such Grantor’s Secured Obligations under the Loan Documents.

14.Disposition of Pledged Interests by Agent.  None of the Pledged Interests existing as of the date of this Agreement are, and none of the Pledged Interests hereafter acquired on the date of acquisition thereof will be, registered or qualified under the various federal or state securities laws of the United States and disposition thereof after an Event of Default may be restricted to one or more private (instead of public) sales in view of the lack of such registration.  Each Grantor understands that in connection with such disposition, Agent may approach only a restricted number of potential purchasers and further understands that a sale under such circumstances may yield a lower price for the Pledged Interests than if the Pledged Interests were registered and qualified pursuant to federal and state securities laws and sold on the open market.  Each Grantor, therefore, agrees that:  (a) if Agent shall, pursuant to the terms of this Agreement, sell or cause the Pledged Interests or any portion thereof to be sold at a private sale, Agent shall have the right to rely upon the advice and opinion of any nationally recognized brokerage or investment firm (but shall not be obligated to seek such advice and the failure to do so shall not be considered in determining the commercial reasonableness of such action) as to the best manner in which to offer the Pledged Interest for sale and as to the best price reasonably obtainable at the private sale thereof; and (b) such reliance shall be conclusive evidence that Agent has handled the disposition in a commercially reasonable manner.

15.Voting Rights.

(a)Upon the occurrence and during the continuation of an Event of Default, (i) Agent may, at its option, and with prior notice to any Grantor, and in addition to all rights and remedies available to Agent under any other agreement, at law, in equity, or otherwise, exercise all voting rights, and all other ownership or consensual rights in respect of the Pledged Interests owned by such Grantor, but under no circumstances is Agent obligated by the terms of this Agreement to exercise such rights, and (ii) if Agent duly exercises its right to vote any of such Pledged Interests, each Grantor hereby appoints Agent, such Grantor’s true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner Agent deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be.  The power-of-attorney granted hereby is coupled with an interest and shall be irrevocable.

(b)For so long as any Grantor shall have the right to vote the Pledged Interests owned by it, such Grantor covenants and agrees that it will not, without the prior written consent of Agent, vote or

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take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of Agent and the other members of the Lender Group or the value of the Pledged Interests.

16.Remedies.  Upon the occurrence and during the continuance of an Event of Default:

(a)Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, in the other Loan Documents, or otherwise available to it, all the rights and remedies of a secured party on default under the Code or any other applicable law.  Without limiting the generality of the foregoing, each Grantor expressly agrees that, in any such event, Agent without demand of performance or other demand, advertisement or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon any of Grantors or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code or any other applicable law), may take immediate possession of all or any portion of the Collateral and (i) require Grantors to, and each Grantor hereby agrees that it will at its own expense and upon request of Agent forthwith, assemble all or part of the Collateral as directed by Agent and make it available to Agent at one or more locations where such Grantor regularly maintains Inventory, and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Agent’s offices or elsewhere, for cash, on credit, and upon such other terms as Agent may deem commercially reasonable.  Each Grantor agrees that, to the extent notice of sale shall be required by law, at least 10 days notice to any of Grantors of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the Code.  Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(b)Agent is hereby granted a license or other right to use, without liability for royalties or any other charge, each Grantor’s labels, Patents, Copyrights, rights of use of any name, trade secrets, trade names, Trademarks, service marks and advertising matter, URLs, domain names, industrial designs, other industrial or intellectual property or any property of a similar nature, whether owned by any of Grantors or with respect to which any of Grantors have rights under license, sublicense, or other agreements, as it pertains to the Collateral, in preparing for sale, advertising for sale and selling any Collateral, and each Grantor’s rights under all licenses and all franchise agreements shall inure to the benefit of Agent.

(c)Any cash held by Agent as Collateral and all cash proceeds received by Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied against the Secured Obligations in the order set forth in the Credit Agreement.   In the event the proceeds of Collateral are insufficient to satisfy all of the Secured Obligations in full, each Grantor shall remain jointly and severally liable for any such deficiency.

(d)Each Grantor hereby acknowledges that the Secured Obligations arose out of a commercial transaction, and agrees that if an Event of Default shall occur Agent shall have the right to an immediate writ of possession without notice of a hearing.  Agent shall have the right to the appointment of a receiver for the properties and assets of each of Grantors, and each Grantor hereby consents to such rights and such appointment and hereby waives any objection such Grantors may have thereto or the right to have a bond or other security posted by Agent.

17.Additional Provisions Relating to Gaming Laws and Gaming Licenses.

(a)Each Grantor agrees that, upon the occurrence of and during the continuance of an Event of Default and at Agent’s request, it will, and will cause each of its Subsidiaries to, immediately file such applications for approval and shall use commercially reasonable efforts to take all other and further actions required by Agent to obtain such approvals or consents of the Nevada Gaming Authorities, and any

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other Governmental Authorities with jurisdiction as are necessary for the Agent, to continue operation of the businesses of Borrowers and their Subsidiaries under the Gaming Licenses held by it, or its interest in any Person holding any such Gaming License pursuant to the Gaming Laws.  To enforce the provisions of this Section 17, Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction.  Such receiver shall be instructed to seek from the Nevada Gaming Authority and any other Governmental Authorities with jurisdiction authorization pursuant to the Gaming Laws to continue operation of the businesses of each Grantor and its Subsidiaries under all necessary Gaming Licenses for the purpose of seeking a bona fide purchaser of the businesses of each Grantor and its Subsidiaries.  Each Grantor hereby agrees to authorize, and to cause each of its Subsidiaries to authorize such an authorization pursuant to the Gaming Laws to continue the operation of the businesses of such Grantor and its Subsidiaries upon the request of the receiver so appointed and, if any Grantor or any such Subsidiary shall refuse to authorize the transfer, its approval may be required by the court.  Upon the occurrence and continuance of an Event of Default, each Grantor shall further use, and shall cause its Subsidiaries to use, commercially reasonable efforts to assist in obtaining approval of the Nevada Gaming Authority and any other Governmental Authorities with jurisdiction, if required, for any action or transactions contemplated by this Agreement or the Loan Documents, including, preparation, execution, and filing with the Nevada Gaming Authority and any other Governmental Authorities with jurisdiction of any application or applications for authorization pursuant to the Gaming Laws for the receiver to continue the operation of the businesses of any Grantor and its Subsidiaries under any Gaming License or transfer of control necessary or appropriate under the applicable Gaming Laws for approval of the transfer or assignment of any portion of the Collateral.  Each Grantor acknowledges that the authorization pursuant to the Gaming Laws for the receiver to continue the operation of the businesses of any Grantor and its Subsidiaries under the Gaming Licenses or for a transfer of control is integral to Agent’s realization of the value of the Collateral, that there is no adequate remedy at law for failure by each Grantor to comply with the provisions of this Section 17 and that such failure would not be adequately compensable in damages, and therefore agrees that the agreements contained in this Section 17 may be specifically enforced.

(b)All rights, remedies, and powers provided in this Agreement and the other Loan Documents may be exercised only to the extent that the exercise thereof does not violate any applicable mandatory provision of the Gaming Laws and all provisions of this Agreement and the other Loan Documents are intended to be subject to all applicable mandatory provisions of the Gaming Laws and to be limited solely to the extent necessary to not render the provisions of this Agreement or the other Loan Documents invalid or unenforceable, in whole or in part.  Agent will timely apply for and receive all required approvals of the Nevada Gaming Authority for the sale or other disposition of gaming equipment regulated by the Gaming Laws (including any such sale or disposition of gaming equipment consisting of slot machines, gaming tables, cards, dice, gaming chips, player tracking systems, and all other “gaming devices” (as such term or words of like import referring thereto are defined in the Gaming Laws), and “associated equipment” (as such term or words of like import referring thereto are defined in the Gaming Laws).

18.Remedies Cumulative.  Each right, power, and remedy of Agent as provided for in this Agreement or in the other Loan Documents or now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this Agreement or in the other Loan Documents or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by Agent, of any one or more of such rights, powers, or remedies shall not preclude the simultaneous or later exercise by Agent of any or all such other rights, powers, or remedies.

19.Marshaling. Agent  shall not be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights and remedies hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising.  To the extent that it lawfully may, each Grantor hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of Agent’s rights and remedies

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under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws.

20.Indemnity and Expenses.

(a)Each Grantor agrees to indemnify Agent and the other members of the Lender Group from and against all claims, lawsuits and liabilities (including reasonable attorneys fees) growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement) or any other Loan Document to which such Grantor is a party, except claims, losses or liabilities resulting from the gross negligence or willful misconduct of the party seeking indemnification as determined by a final non-appealable order of a court of competent jurisdiction.  This provision shall survive the termination of this Agreement and the Credit Agreement and the repayment of the Secured Obligations.

(b)Grantors, jointly and severally, shall, upon demand, pay to Agent (or Agent, may charge to the Loan Account) all the Lender Group Expenses which Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or, upon an Event of Default, the sale of, collection from, or other realization upon, any of the Collateral in accordance with this Agreement and the other Loan Documents, (iii) the exercise or enforcement of any of the rights of Agent hereunder or (iv) the failure by any of Grantors to perform or observe any of the provisions hereof.

21.Merger, Amendments; Etc.  THIS WRITTEN AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.  No waiver of any provision of this Agreement, and no consent to any departure by any of Grantors herefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.  No amendment of any provision of this Agreement shall be effective unless the same shall be in writing and signed by Agent and each of the Grantors to which such amendment applies.

22.Addresses for Notices.  All notices and other communications provided for hereunder shall be given in the form and manner and delivered to Agent at its address specified in the Credit Agreement, and to any of the Grantors at their respective addresses specified in the Credit Agreement, or, as to any party, at such other address as shall be designated by such party in a written notice to the other party.

23.Continuing Security Interest: Assignments under Credit Agreement.  This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the Obligations have been paid in full in cash in accordance with the provisions of the Credit Agreement and the Commitments have expired or have been terminated, (b) be binding upon each of Grantors, and their respective successors and assigns, and (c) inure to the benefit of, and be enforceable by, Agent, and its successors, transferees and assigns.  Without limiting the generality of the foregoing clause (c), any the Lender may, in accordance with the provisions of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such the Lender herein or otherwise.  Upon payment in full in cash of the Obligations in accordance with the provisions of the Credit Agreement and the expiration or termination of the Commitments, the Security Interest granted hereby shall terminate and this Agreement all rights to the Collateral shall revert to Grantors or any other Person entitled thereto.  At such time, Agent will authorize the filing of appropriate termination statements to terminate such Security Interests.  No transfer or renewal, extension, assignment, or termination of this Agreement or of the Credit Agreement, any other Loan Document, or any other instrument or document executed and delivered by

17

any Grantor to Agent nor any additional Advances or other loans made by any Lender to Borrowers, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any of them, by Agent, nor any other act of the Lender Group or the Bank Product Provider, or any of them, shall release any of Grantors from any obligation, except a release or discharge executed in writing by Agent in accordance with the provisions of the Credit Agreement.  Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Agent and then only to the extent therein set forth.  A waiver by Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which Agent would otherwise have had on any other occasion.

24.Governing Law.

(a)THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(b)THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  EACH GRANTOR AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 24(b).

(c)EACH GRANTOR AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.  EACH GRANTOR AND EACH MEMBER OF THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

25.Compliance with Gaming Laws.  Notwithstanding anything to the contrary contained herein or in any other Loan Documents, Agent expressly acknowledges and agrees that the exercise of its rights and remedies under this Agreement is subject to the mandatory provisions of the Gaming Laws.  Specifically, Agent acknowledges and agrees that:

(a)The pledge of the Investment Related Property by Grantors, and any restrictions on the transfer of and agreements not to encumber the Investment Related Property contained in this Agreement or in any other Loan Document, are not effective without the prior approval of the NGC upon the recommendation

18

of the NGCB.  The certificates or instruments representing or evidencing the Investment Related Property may not be delivered to Agent until such approval has been obtained.  The approval of the pledge of the Investment Related Property may require amendment of this Agreement to include additional references to regulatory requirements under the Gaming Laws.  In addition, no amendment of this Agreement shall be effective until applicable approvals of the Nevada Gaming Authorities have been obtained.

(b)In the event that Agent exercises one or more of the remedies set forth in this Agreement with respect to any Investment Related Property, including without limitation, foreclosure or transfer of any interest in the Investment Related Property (except back to Grantors), the exercise of voting and consensual rights, and any other resort to or enforcement of the security interest in the Investment Related Property, such action shall require the separate and prior approval of the Nevada Gaming Authorities and the licensing of Agent, unless such licensing requirement is waived by the Nevada Gaming Authorities.

(c)Agent and any custodial agent of Agent in the State of Nevada shall be required to comply with the conditions, if any, imposed by the Nevada Gaming Authorities in connection with its approval of the pledge granted hereunder by Grantors, including, without limitation, the requirement that Agent or its agent maintain the certificates evidencing the Investment Related Property at a location in Nevada designated to the NGCB, and that Agent or its agent permit agents or employees of the NGCB to inspect such certificates immediately upon request during normal business hours.

(d)Neither Agent nor any agent of Agent shall surrender possession of any Investment Related Property to any Person other than Grantors without the prior approval of the Nevada Gaming Authorities or as otherwise permitted by the Gaming Laws.

(e)The approval by the Nevada Gaming Authorities of this Agreement, or any amendment hereto, is not, and shall not be construed as, the approval, either express or implied, of Agent to take any actions provided for in this Agreement for which approval by the Nevada Gaming Authorities is required, without first obtaining such prior and separate approval, to the extent required by the Gaming Laws.

26.New Subsidiaries.  Pursuant to Section 5.16 of the Credit Agreement, any new direct or indirect Subsidiary (whether by acquisition or creation) of any Borrower is required to enter into this Agreement by executing and delivering in favor of Agent an instrument in the form of Annex 1 attached hereto.  Upon the execution and delivery of Annex 1 by such new Subsidiary, such Subsidiary shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein.  The execution and delivery of any instrument adding an additional Grantor as a party to this Agreement shall not require the consent of any Grantor hereunder.  The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor hereunder.

27.Agent.  Each reference herein to any right granted to, benefit conferred upon or power exercisable by the “Agent” shall be a reference to Agent, for the benefit of the Lender Group and the Bank Product Provider.

28.Miscellaneous.

(a)This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement.  Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement.  Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.  The foregoing shall apply to each other Loan Document mutatis mutandis.

19

(b)Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.

(c)Headings used in this Agreement are for convenience only and shall not be used in connection with the interpretation of any provision hereof.

(d)The pronouns used herein shall include, when appropriate, either gender and both singular and plural, and the grammatical construction of sentences shall conform thereto.

20

IN WITNESS WHEREOF, the undersigned parties hereto have executed this Agreement by and through their duly authorized officers, as of the day and year first above written.

GRANTORS:	B & B B, INC.,
	a Nevada corporation
	By:		/s/ Robert R. Black, Sr.
	Name		Robert R. Black, Sr.
	Title:		Chief Executive Officer
	CASABLANCA RESORTS, LLC,
	a Nevada limited liability company
	By:	/s/ Robert R. Black, Sr.
	Name	Robert R. Black, Sr.
	Title:	Manager of its Manager, RBG, LLC
	OASIS INTERVAL MANAGEMENT, LLC,
	a Nevada limited liability company
	By:	/s/ Robert R. Black, Sr.
	Name	Robert R. Black, Sr.
	Title:	Manager

OASIS INTERVAL OWNERSHIP, LLC,
a Nevada limited liability company
By:	/s/ Robert R. Black, Sr.
Name	Robert R. Black, Sr.
Title:	Manager
OASIS RECREATIONAL PROPERTIES, INC.,
a Nevada corporation
By:	/s/ Robert R. Black, Sr.
Name	Robert R. Black, Sr.
Title:	President
RBG, LLC,
a Nevada limited liability company
By:	/s/ Robert R. Black, Sr.
Name:	Robert R. Black, Sr.
Title:	Manager
VIRGIN RIVER CASINO CORPORATION,
a Nevada corporation
By:	/s/ Robert R. Black, Sr.
Name:	Robert R. Black, Sr.
Title:	Chief Executive Officer

AGENT:	WELLS FARGO FOOTHILL, INC., as Agent
	By:	/s/ Lisa Cooley
	Name:	Lisa Cooley
	Title:	Vice President

SCHEDULE 1*

COPYRIGHTS

SCHEDULE 2*

INTELLECTUAL PROPERTY LICENSES

SCHEDULE 3*

PATENTS

SCHEDULE 4*

PLEDGED COMPANIES

Name of Pledgor Name of Pledged
Company Number of
Shares/Units Class of
Interests Percentage of
Class Owned Certificate
Nos.

SCHEDULE 5*

TRADEMARKS

SCHEDULE 6*

COMMERCIAL TORT CLAIMS

[include specific case caption or descriptions per Official Code Comment 5 to Section 9-108 of the Code]

SCHEDULE 7*

OWNED REAL PROPERTY

SCHEDULE 8*

LIST OF UNIFORM COMMERCIAL CODE FILING JURISDICTIONS

Grantor                                                   Jurisdictions

*  Registrants agree to furnish supplementally a copy of the omitted schedules to the Securities Exchange Commission upon its request.

ANNEX 1 TO SECURITY AGREEMENT

FORM OF SUPPLEMENT

Supplement No.              (this “Supplement”) dated as of                                  , 200   , to the Security Agreement of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) by each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, “Grantors” and each individually “Grantor”) and WELLS FARGO FOOTHILL, INC. in its capacity as Agent for the Lender Group and the Bank Product Provider (together with the successors, “Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Credit Agreement of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, 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 is willing to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof; and

WHEREAS, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement and/or the Credit Agreement; and

WHEREAS, Grantors have entered into the Security Agreement in order to induce the Lender Group to make certain financial accommodations to Borrowers; and

WHEREAS, pursuant to Section 5.16 of the Credit Agreement, new direct or indirect Subsidiaries of any Borrower, must execute and deliver certain Loan Documents, including the Security Agreement, and the execution of the Security Agreement by the undersigned new Grantor or Grantors (collectively, the “New Grantors”) may be accomplished by the execution of this Supplement in favor of Agent, for the benefit of the Lender Group and the Bank Product Provider;

NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each New Grantor hereby agrees as follows:

1.In accordance with Section 26 of the Security Agreement, each New Grantor, by its signature below, becomes a “Grantor” under the Security Agreement with the same force and effect as if originally named therein as a “Grantor” and each New Grantor hereby (a) agrees to all of the terms and provisions of the Security Agreement applicable to it as a “Grantor” thereunder and (b) represents and warrants that the representations and warranties made by it as a “Grantor” thereunder are true and correct on and as of the date hereof.  In furtherance of the foregoing, each New Grantor, as security for the payment and performance in full of the Secured Obligations, does hereby grant, assign, and pledge to Agent, for the benefit of the Lender Group and the Bank Product Provider, a security interest in and security title to all assets of such New Grantor including, without limitation, all property of the type described in Section 2 of the Security Agreement to secure the full and prompt payment of the Secured Obligations, including, without limitation, any interest thereon, plus reasonable attorneys’ fees and expenses if the Secured Obligations represented by the Security Agreement are collected by law, through an attorney-at-law, or under advice therefrom.  Schedule 1, “Copyrights”, Schedule 2, “Intellectual Property Licenses”, Schedule 3, “Patents”, Schedule 4, “Pledged Companies”, Schedule 5, “Trademarks”, Schedule 6, “Commercial Tort Claims”, Schedule 7, “Owned Real Property,” and Schedule 8, “List of Uniform Commercial Code Filing Jurisdictions” attached hereto supplement Schedule 1, Schedule 2,

Schedule 3, Schedule 4, Schedule 5, Schedule 6, Schedule 7, and Schedule 8, respectively, to the Security Agreement and shall be deemed a part thereof for all purposes of the Security Agreement.  Each reference to a “Grantor” in the Security Agreement shall be deemed to include each New Grantor.  The Security Agreement is incorporated herein by reference.

2.Each New Grantor represents and warrants to Agent, the Lender Group and the Bank Product Provider that this Supplement has been duly executed and delivered by such New Grantor and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

3.This Supplement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument.  Delivery of a counterpart hereof by facsimile transmission or by e-mail transmission shall be as effective as delivery of a manually executed counterpart hereof.

4.Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.

5.This Supplement shall be construed in accordance with and governed by the laws of the State of New York, without regard to the conflict of laws principles thereof.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each New Grantor and Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.

NEW GRANTORS:	[Name of New Grantor]
	By:
	Name:
	Title:
	[Name of New Grantor]
	By:
	Name:
	Title:
AGENT:	WELLS FARGO FOOTHILL, INC.
	By:
	Name:
	Title:

EXHIBIT A

COPYRIGHT SECURITY AGREEMENT

This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this         day of                  , 2004, among Grantors listed on the signature pages hereof ( collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO FOOTHILL, INC., in its capacity as Agent for the Lender Group and the Bank Product Provider (together with its successors, the “Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Credit Agreement of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, 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 is willing to make certain financial accommodations available to Borrowers pursuant to the terms and conditions thereof; and

WHEREAS, the members of the Lender Group are willing to make the financial accommodations to Borrowers as provided for in the Credit Agreement, but only upon the condition, among others, that Grantors shall have executed and delivered to Agent, for the benefit of the Lender Group and the Bank Product Provider, that certain Security Agreement of even date herewith (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”);

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of the Lender Group and the Bank Product Provider, this Copyright Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantors hereby agree as follows:

1.DEFINED TERMS.  All capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement and/or the Credit Agreement.

2.GRANT OF SECURITY INTEREST IN COPYRIGHT COLLATERAL.  Each Grantor hereby grants to Agent, for the benefit of the Lender Group and the Bank Product Provider, a continuing first priority security interest in all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Copyright Collateral”):

(a)all of such Grantor’s Copyrights and Copyright Intellectual Property Licenses to which it is a party including those referred to on Schedule I hereto;

(b)all reissues, continuations or extensions of the foregoing; and

(c)all products and proceeds of the foregoing, including, without limitation, any claim by such Grantor against third parties for past, present or future infringement or dilution of any Copyright or any Copyright licensed under any Intellectual Property License.

3.SECURITY AGREEMENT.  The security interests granted pursuant to this Copyright Security Agreement are granted in conjunction with the security interests granted to Agent, for the benefit of the Lender Group and the Bank Product Provider, pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of Agent with respect to the security interest in the Copyright Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

4.AUTHORIZATION TO SUPPLEMENT.  Grantors shall give Agent prompt notice in writing of any additional United States copyright registrations or applications therefor after the date hereof.  Grantors hereby authorize Agent unilaterally to modify this Agreement by amending Schedule I to include any future United States registered copyrights or applications therefor of Grantors.  Notwithstanding the foregoing, no failure to so modify this Copyright Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

5.COUNTERPARTS.  This Copyright Security Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument.  In proving this Copyright Security Agreement or any other Loan Document in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought.  Any signatures delivered by a party by facsimile transmission or by e-mail transmission shall be deemed an original signature hereto.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, each Grantor has caused this Copyright Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

By:

Name:

Title:

By:

Name:

Title:

ACCEPTED AND ACKNOWLEDGED BY:

WELLS FARGO FOOTHILL, INC., as Agent

By:

Name:

Title:

SCHEDULE I
TO
COPYRIGHT SECURITY AGREEMENT

COPYRIGHT REGISTRATIONS

Grantor Country Copyright Registration No. Registration Date

Copyright Licenses

EXHIBIT B

PATENT SECURITY AGREEMENT

This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this        day of                       , 200   , among the Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), 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 of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, 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 is willing to make certain financial accommodations available to the Borrowers pursuant to the terms and conditions thereof; and

WHEREAS, the members of Lender Group are willing to make the financial accommodations to Borrowers as provided for in the Credit Agreement, but only upon the condition, among others, that the Grantors shall have executed and delivered to Agent, for the benefit of the Lender Group and the Bank Product Provider, that certain Security Agreement of even date herewith (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”);

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of the Lender Group and the Bank Product Provider, this Patent Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:

1.DEFINED TERMS.  All capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement and/or the Credit Agreement.

2.GRANT OF SECURITY INTEREST IN PATENT COLLATERAL.  Each Grantor hereby grants to Agent, for the benefit of the Lender Group and the Bank Product Provider, a continuing first priority security interest in all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Patent Collateral”):

(a)all of its Patents and Patent Intellectual Property Licenses to which it is a party including those referred to on Schedule I hereto;

(b)all reissues, continuations or extensions of the foregoing; and

(c)all products and proceeds of the foregoing, including, without limitation, any claim by such Grantor against third parties for past, present or future infringement or dilution of any Patent or any Patent licensed under any Intellectual Property License.

3.SECURITY AGREEMENT.  The security interests granted pursuant to this Patent Security Agreement are granted in conjunction with the security interests granted to Agent, for the benefit of the Lender Group and the Bank Product Provider, pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of Agent with respect to the security interest in the Patent Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

4.AUTHORIZATION TO SUPPLEMENT.  If any Grantor shall obtain rights to any new patentable inventions or become entitled to the benefit of any patent application or patent for any reissue, division, or continuation, of any patent, the provisions of this Patent Security Agreement shall automatically apply thereto. Grantors shall give prompt notice in writing to Agent with respect to any such new patent rights.  Without limiting Grantors’ obligations under this Section 4, Grantors hereby authorize Agent unilaterally to modify this Agreement by amending Schedule I to include any such new patent rights of Grantors. Notwithstanding the foregoing, no failure to so modify this Patent Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

5.COUNTERPARTS.  This Patent Security Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument.  In proving this Patent Security Agreement or any other Loan Document in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought.  Any signatures delivered by a party by facsimile transmission or by e-mail transmission shall be deemed an original signature hereto.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, each Grantor has caused this Patent Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

By:

Name:

Title:

By:

Name:

Title:

ACCEPTED AND ACKNOWLEDGED BY:

WELLS FARGO FOOTHILL, INC., as Agent

By:

Name:

Title:

EXHIBIT C

Annex 1 to Pledge and Security Agreement

PLEDGED INTERESTS ADDENDUM

This Pledged Interests Addendum, dated as of                               , 20      , is delivered pursuant to Section 6 of the Security Agreement referred to below.  The undersigned hereby agrees that this Pledged Interests Addendum may be attached to that certain Security Agreement, dated of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), made by the undersigned, together with the other Grantors named therein, to Wells Fargo Foothill, Inc., as Agent.  Initially capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Security Agreement and/or the Credit Agreement.  The undersigned hereby agrees that the additional interests listed on this Pledged Interests Addendum as set forth below shall be and become part of the Pledged Interests pledged by the undersigned to the Agent in the Security 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 Security Agreement, each with the same force and effect as if originally named therein.

The undersigned hereby certifies that the representations and warranties set forth in Section 4 of the Security Agreement of the undersigned are true and correct as to the Pledged Interests listed herein on and as of the date hereof.

[	]
By:
Title

Name of Pledgor Name of Pledged
Company Number of
Shares/Units Class of
Interests Percentage of
Class Owned Certificate
Nos.

EXHIBIT D

TRADEMARK SECURITY AGREEMENT

This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this          day of                           , 200    , among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO FOOTHILL, INC., in its capacity as 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 of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, 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 is willing to make certain financial accommodations available to Borrowers pursuant to the terms and conditions thereof; and

WHEREAS, the members of the Lender Group are willing to make the financial accommodations to Borrowers as provided for in the Credit Agreement, but only upon the condition, among others, that Grantors shall have executed and delivered to Agent, for the benefit of Lender Group and the Bank Product Provider, that certain Security Agreement dated of even date herewith (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”);

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of Lender Group and the Bank Product Provider, this Trademark Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:

1.DEFINED TERMS.  All capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement and/or the Credit Agreement.

2.GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL.  Each Grantor hereby grants to Agent, for the benefit of the Lender Group and the Bank Product Provider, a continuing first priority security interest in all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Trademark Collateral”):

(a)all of its Trademarks to which it is a party including those referred to on Schedule I hereto;

(b)all reissues, continuations or extensions of the foregoing;

(c)all goodwill of the business connected with the use of, and symbolized by, each Trademark and each Trademark Intellectual Property License; and

(d)all products and proceeds of the foregoing, including, without limitation, any claim by such Grantor against third parties for past, present or future (i) infringement or dilution of any Trademark or any Trademark licensed under any Intellectual Property License or (ii) injury to the goodwill associated with any Trademark or any Trademark licensed under any Intellectual Property License.

The foregoing to the contrary notwithstanding, “Trademark Collateral” shall not include the Excluded Assets.

3.SECURITY AGREEMENT.  The security interests granted pursuant to this Trademark Security Agreement are granted in conjunction with the security interests granted to Agent, for the benefit of the Lender Group and the Bank Product Provider, pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of Agent with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

4.AUTHORIZATION TO SUPPLEMENT.  If any Grantor shall obtain rights to any new trademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto. Grantors shall give prompt notice in writing to Agent with respect to any such new trademarks or renewal or extension of any trademark registration.   Without limiting Grantors’ obligations under this Section 4, Grantors hereby authorize Agent unilaterally to modify this Agreement by amending Schedule I to include any such new trademark rights of Grantors.  Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

5.COUNTERPARTS.  This Trademark Security Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument.  In proving this Trademark Security Agreement or any other Loan Document in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought.  Any signatures delivered by a party by facsimile transmission or by e-mail transmission shall be deemed an original signature hereto.

[signature page follows]

IN WITNESS WHEREOF, each Grantor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

By:

Name:

Title:

By:

Name:

Title:

ACCEPTED AND ACKNOWLEDGED BY:

WELLS FARGO FOOTHILL, INC., as Agent

By:

Name:

Title:

SCHEDULE I
to
TRADEMARK SECURITY AGREEMENT

Trademark Registrations/Applications

Grantor Country Mark Application/
Registration No. App/Reg Date

Trade Names

Common Law Trademarks

Trademarks Not Currently In Use

Trademark Licenses

EX-2.16

Exhibit 2.16

PARENT PLEDGE AGREEMENT

This PARENT PLEDGE AGREEMENT (this “Agreement”) is made this 20th day of December, 2004, among Robert R. Black, Sr., as the trustee of The Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24, 2004 (“Black”), The Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24, 2004 (the “Trust”), R. Black, Inc., a Nevada corporation (“RBI”; Black, Trust and RBI 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 of even date herewith (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 is willing to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof, and

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 enter into the Credit Agreement and the other Loan Documents and to induce the Lender Group 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 Agent’s 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 $15,000,000 Convertible Promissory Note issued on December 20, 2004 by RBI pursuant to the Convertible Note Purchase Agreement.

(i)            “Convertible Note Pledge Agreement” means that certain Pledge Agreement, dated as of December 20, 2004, by and between Black, Trustee of the Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24, 2004, as Pledgor, 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, Robert R. Black, Sr., Trustee of the Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24, 2004, and Gaughan, that governs the terms of the Convertible Promissory Note.

(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 Black’s obligations to Gaughan remain outstanding thereunder.

(o)           “Governing Documents” has the meaning specified therefor in the Credit Agreement.

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(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 Gaughn, but only so long as the Obligations owing by RBI 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 Holdco’s and Borrowers’ 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 Pledgor’s 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

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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 Agreement.

(ee)         “Pledged Operating Agreements” means all of each Pledgor’s 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 Pledgor’s 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 Pledgors’ 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.

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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 Pledgor’s 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 Pledgor’s Investment Related Property in the Pledged Companies;

(b)           all of such Pledgor’s 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 Agent’s 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 Credit Agreement.

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(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 Pledgor’s 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, Agent’s 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 Agent’s Security Interest is dependent on or enhanced by possession, the applicable

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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, endorse and deliver physical possession of such Negotiable Collateral (as such term may be defined in the Code), Investment Related Property, or Chattel Paper (as such terms may be defined in the Code) to Agent, together with such undated powers endorsed in blank as shall be requested by Agent; provided, however, that so long as the Gaughan Liens remain outstanding, such Pledgor will not be required to deliver the certificates representing the Pledged Interests securing the Gaughan Liens until the release or termination of the Gaughan Liens.

(b)           Investment Related Property.

(i)         If any Pledgor shall receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within 2 Business Days of receipt thereof) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests;

(ii)        All sums of money and property paid or distributed in respect of the Investment Related Property which are received by any Pledgor shall be held by the Pledgors in trust for the benefit of Agent segregated from such Pledgor’s other property, and such Pledgor shall deliver it forthwith to Agent’s in the exact form received; provided, however, that cash dividends received by any Pledgor, if and to the extent they are not prohibited by the Credit Agreement, may be retained by such Pledgor so long as no Event of Default has occurred or is continuing;

(iii)       Each Pledgor shall promptly deliver to Agent a copy of each notice or other communication received by it in respect of any Pledged Interests;

(iv)       No Pledgor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests other than pursuant to the Loan Documents;

(v)        Each Pledgor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interest on the Investment Related Property or any sale or transfer thereof; and

(vi)       As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, all limited liability company or partnership interests, issued each Pledgor, jointly and severally, hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Pledgor in a securities account.  In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

(c)           Transfers and Other Liens.  Pledgors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except in connection with a Permitted Reorganization Transaction or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral of any of Pledgors, except for the Gaughan Liens, the Trustee Liens, and Permitted Reorganization Transactions.  The inclusion of Proceeds in the Collateral shall not be deemed to constitute Agent’s consent to any sale or other disposition of any of the Collateral except as expressly permitted in this Agreement or the other Loan Documents.

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(d)           Other Actions as to Any and All Collateral.  Each Pledgor shall promptly (and in any event within 2 Business Days of acquiring or obtaining such Collateral) notify Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of  Investment Related Property and, upon the request of Agent and in accordance with Section 8 hereof, promptly execute such other documents, or if applicable, deliver certificates evidencing any Investment Related Property in accordance with Section 6 hereof and do such other acts or things deemed necessary or desirable by Agent to protect Agent’s Security Interest therein.

(e)           Restrictions on Fundamental Changes.  No Pledgor shall (i) enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Stock, (ii) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), (iii) convey, sell, lease, license, assign, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of any of the Collateral of any of Pledgors, or (iv) suspend or go out of a substantial portion of its or their business, except in connection with a Permitted Reorganization Transaction.

(f)            Change Name.  No Pledgor shall change, and no Pledgor shall cause any Borrower’s or any of its Subsidiaries’ to change, its name, organizational identification number, state of organization, or organizational identity; provided, however, that a Borrower or a Subsidiary of a Borrower may change its name upon at least 30 days prior written notice by Administrative Borrower to Agent of such change, and so long as, at the time of such written notification, such Borrower or such Subsidiary provides any financing statements necessary to perfect and continue perfected the Agent’s Liens.

(g)           Records.  Each Pledgor shall at all times keep at least one complete set of its records concerning substantially all of the Collateral at the location set forth on Schedule 3 hereto, and not change such location or such records without giving Agent at least thirty (30) days prior written notice thereof.

(h)           Additional Stock.  Each Pledgor shall, to the extent it may lawfully do so, use its best efforts to prevent the Pledged Companies from issuing additional Stock or Proceeds, except for cash dividends or other distributions, if any, that are not prohibited by the terms of the Credit Agreement to be paid by the Pledged Companies to Pledgors.

(i)            Amendment of Governing Documents.  Pledgors shall not permit the Pledged Companies to (i) authorize the amendment of or amend the Governing Documents of the Pledged Companies to provide that the Stock of such Pledged Company is governed by Article 8 of the Code, or (ii) authorize the issuance of or issue certificates evidencing the Stock of the Pledged Companies unless such certificates have been pledged and delivered to Agent pursuant to the terms of this Agreement.

(j)            Amendment of Documents.  Pledgors shall not cause, permit, or suffer, directly or indirectly, any amendment to the Convertible Note, the Convertible Note Pledge Agreement, or the Convertible Note Purchase Agreement without the prior written consent of Agent, which consent shall not be unreasonably withheld.

(k)           Revocation of Trust.  Black shall, to the extent he may lawfully do so, use his best efforts to prevent the revocation of the Robert Black Trust.

(l)            Gaming Laws.  Each Pledgor shall obtain, as promptly as practicable following the date hereof, the applicable approvals of the Nevada Gaming Authorities, as referred to in Section 23 hereof, required to authorize the pledge of the Investment Related Property in this Agreement and shall promptly execute any and all such instruments and documents, deliver any certificates and do all such other acts or things deemed necessary, appropriate or desirable by the Nevada Gaming Authorities to obtain such approvals.

7.             Relation to Other Security Documents.  The provisions of this Agreement shall be read and construed with the other Loan Documents referred to below in the manner so indicated.

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(a)           Credit Agreement. In the event of any conflict between any provision in this Agreement and a provision in the Credit Agreement, such provision of the Credit Agreement shall control.

8.             Further Assurances.

(a)           Each Pledgor agrees that from time to time, at its own expense, such Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that Agent may reasonably request, in order to perfect and protect any Security Interest granted or purported to be granted hereby or to enable Agent to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral.

(b)           Each Pledgor authorizes the filing of such financing or continuation statements, or amendments thereto, and such Pledgor will execute and deliver to Agent such other instruments or notices, as may be necessary or as Agent may reasonably request, in order to perfect and preserve the Security Interest granted or purported to be granted hereby.

(c)           Each Pledgor authorizes Agent to file, transmit, or communicate, as applicable, financing statements and amendments describing the Collateral as all ownership interest of such Pledgor in each of B&BB, RBG, and VRCC, and the proceeds thereof or words of similar effect, in order to perfect Agent’s security interest in the Collateral without such Pledgor’s signature.  Each Pledgor also hereby ratifies its authorization for Agent to have filed in any appropriate jurisdiction any financing statements filed prior to the date hereof.

(d)           Each Pledgor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed in connection with this Agreement without the prior written consent of Agent, subject to such Pledgor ‘s rights under Section 9-509(d)(2) of the Code.

9.             Agent’s Right to Perform Contracts.  Upon the occurrence of an Event of Default, Agent (or its designee) may proceed to perform any and all of the obligations of any Pledgor contained in any contract, lease, or other agreement and exercise any and all rights of any Pledgor therein contained as fully as such Pledgor itself could.

10.           Agent Appointed Attorney-in-Fact.  Each Pledgor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement.

11.           Agent May Perform.  If any of Pledgors fails to perform any agreement contained herein, Agent may itself perform, or cause performance of, such agreement, and the reasonable expenses of Agent incurred in connection therewith shall be payable, jointly and severally, by Pledgors.

12.           Agent’s Duties.  The powers conferred on Agent hereunder are solely to protect Agent’s interest in the Collateral, for the benefit of the Lender Group and the Bank Product Provider, and shall not impose any duty upon Agent to exercise any such powers.  Except for the safe custody of any Collateral in its actual possession and the accounting for moneys actually received by it hereunder, Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.  Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its actual possession if such Collateral is accorded treatment substantially equal to that which Agent accords its own property.

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13.           Disposition of Pledged Interests by Agent.  None of the Pledged Interests existing as of the date of this Agreement are, and none of the Pledged Interests hereafter acquired on the date of acquisition thereof will be, registered or qualified under the various federal or state securities laws of the United States and disposition thereof after an Event of Default may be restricted to one or more private (instead of public) sales in view of the lack of such registration.  Each Pledgor understands that in connection with such disposition, Agent may approach only a restricted number of potential purchasers and further understands that a sale under such circumstances may yield a lower price for the Pledged Interests than if the Pledged Interests were registered and qualified pursuant to federal and state securities laws and sold on the open market.  Each Pledgor, therefore, agrees that:  (a) if Agent shall, pursuant to the terms of this Agreement, sell or cause the Pledged Interests or any portion thereof to be sold at a private sale, Agent shall have the right to rely upon the advice and opinion of any nationally recognized brokerage or investment firm (but shall not be obligated to seek such advice and the failure to do so shall not be considered in determining the commercial reasonableness of such action) as to the best manner in which to offer the Pledged Interest for sale and as to the best price reasonably obtainable at the private sale thereof; and (b) such reliance shall be conclusive evidence that Agent has handled the disposition in a commercially reasonable manner.

14.           Voting Rights.

(a)           Upon the occurrence and during the continuation of an Event of Default, (i) Agent may, at its option, and with prior notice to any Pledgor, and in addition to all rights and remedies available to Agent under any other agreement, at law, in equity, or otherwise, exercise all voting rights, and all other ownership or consensual rights in respect of the Pledged Interests owned by such Pledgor, but under no circumstances is Agent obligated by the terms of this Agreement to exercise such rights, and (ii) if Agent duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints Agent, such Pledgor ‘s true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner Agent deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be.  The power-of-attorney granted hereby is coupled with an interest and shall be irrevocable.

(b)           For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent of Agent, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of Agent and the other members of the Lender Group or the value of the Pledged Interests.

15.           Remedies.  Upon the occurrence and during the continuance of an Event of Default:

(a)           Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, in the other Loan Documents, or otherwise available to it, all the rights and remedies of a secured party on default under the Code or any other applicable law.

(b)           Without limiting the generality of the foregoing, each Pledgor expressly agrees that, in any such event, Agent without demand of performance or other demand, advertisement or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon any of Pledgors or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code or any other applicable law), may take immediate possession of all or any portion of the Collateral and (i) require Pledgors to, and each Pledgor hereby agrees that it will at its own expense and upon request of Agent forthwith, assemble all or part of the Collateral as directed by Agent and make it available to Agent at one or more locations where such Pledgor regularly maintains Inventory, and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Agent’s offices or elsewhere, for cash, on credit, and upon such other terms as Agent may deem commercially reasonable.  Each Pledgor agrees that, to the extent notice of sale shall be required by law, at least 10 days notice to any of Pledgors of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall

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constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the Code.  Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

16.           Remedies Cumulative.  Each right, power, and remedy of Agent as provided for in this Agreement or in the other Loan Documents or now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this Agreement or in the other Loan Documents or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by Agent, of any one or more of such rights, powers, or remedies shall not preclude the simultaneous or later exercise by Agent of any or all such other rights, powers, or remedies.

17.           Marshaling. Agent  shall not be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights and remedies hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising.  To the extent that it lawfully may, each Pledgor hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of Agent’s rights and remedies under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Pledgor hereby irrevocably waives the benefits of all such laws.

18.           Indemnity and Expenses.

(a)           Each Pledgor agrees to indemnify Agent and the other members of the Lender Group from and against all claims, lawsuits and liabilities (including reasonable attorneys fees) growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement) or any other Loan Document to which such Pledgor is a party, except claims, losses or liabilities resulting from the gross negligence or willful misconduct of the party seeking indemnification as determined by a final non-appealable order of a court of competent jurisdiction.  This provision shall survive the termination of this Agreement and the Credit Agreement and the repayment of the Secured Obligations.

(b)           Pledgors, jointly and severally, shall, upon demand, pay to Agent (or Agent, may charge to the Loan Account) all the Lender Group Expenses which Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or, upon the occurrence or continuation of an Event of Default, the sale of, collection from, or other realization upon, any of the Collateral in accordance with this Agreement and the other Loan Documents, (iii) the exercise or enforcement of any of the rights of Agent hereunder or (iv) the failure by any of Pledgors to perform or observe any of the provisions hereof.

19.           Merger, Amendments; Etc.  THIS WRITTEN AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.  No waiver of any provision of this Agreement, and no consent to any departure by any of Pledgors herefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.  No amendment of any provision of this Agreement shall be

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effective unless the same shall be in writing and signed by Agent and each of Pledgors to which such amendment applies.

20.           Addresses for Notices.  All notices and other communications provided for hereunder shall be given in the form and manner and delivered to Agent at its address specified in the Credit Agreement, and to Pledgors at the address set forth below, or, as to any party, at such other address as shall be designated by such party in a written notice to the other party.

If to Black:	911 North Buffalo, Suite 201
	Las Vegas, Nevada 89128
	Attn: Robert R. Black, Sr., Trustee
If to RBI:	911 North Buffalo, Suite 201
	Las Vegas, Nevada 89128
	Attn: Robert R. Black, Sr., President

21.           Continuing Security Interest: Assignments under Credit Agreement.  This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the Obligations have been paid in full in cash in accordance with the provisions of the Credit Agreement and the Commitments have expired or have been terminated, (b) be binding upon each of Pledgors, and their respective successors and assigns, and (c) inure to the benefit of, and be enforceable by, Agent, and its successors, transferees and assigns.  Without limiting the generality of the foregoing clause (c), any the Lender may, in accordance with the provisions of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such the Lender herein or otherwise.  Upon payment in full in cash of the Obligations in accordance with the provisions of the Credit Agreement and the expiration or termination of the Commitments, the Security Interest granted hereby shall terminate and this Agreement all rights to the Collateral shall revert to Pledgors or any other Person entitled thereto.  At such time, Agent will authorize the filing of appropriate termination statements to terminate such Security Interests.  No transfer or renewal, extension, assignment, or termination of this Agreement or of the Credit Agreement, any other Loan Document, or any other instrument or document executed and delivered by any Pledgor to Agent nor any additional Advances or other loans made by any the Lender to Borrowers, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Pledgors, or any of them, by Agent, nor any other act of the Lender Group or the Bank Product Provider, or any of them, shall release any of Pledgors from any obligation, except a release or discharge executed in writing by Agent in accordance with the provisions of the Credit Agreement.  Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Agent and then only to the extent therein set forth.  A waiver by Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which Agent would otherwise have had on any other occasion.

22.           Governing Law.

(a)           THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, 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).

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(b)           THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  EACH PLEDGOR AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 22.

(c)           EACH PLEDGOR AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.  EACH PLEDGOR AND EACH MEMBER OF THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

23.           Compliance with Gaming Laws.  Notwithstanding anything to the contrary contained herein or in any other Loan Documents, Agent expressly acknowledges and agrees that the exercise of its rights and remedies under this Agreement is subject to the mandatory provisions of the Gaming Laws.  Specifically, Agent acknowledges and agrees that:

(a)           The pledge of the Investment Related Property by Pledgors, and any restrictions on the transfer of and agreements not to encumber the Investment Related Property contained in this Agreement or in any other Loan Document, are not effective without the prior approval of the NGC upon the recommendation of the NGCB.  The certificates or instruments representing or evidencing the Investment Related Property may not be delivered to Agent until such approval has been obtained.  The approval of the pledge of the Investment Related Property may require amendment of this Agreement to include additional references to regulatory requirements under the Gaming Laws.  In addition, no amendment of this Agreement shall be effective until applicable approvals of the Nevada Gaming Authorities have been obtained.

(b)           In the event that Agent exercises one or more of the remedies set forth in this Agreement with respect to any Investment Related Property, including without limitation, foreclosure or transfer of any interest in the Investment Related Property (except back to Pledgors), the exercise of voting and consensual rights, and any other resort to or enforcement of the security interest in the Investment Related Property, such action shall require the separate and prior approval of the Nevada Gaming Authorities and the licensing of Agent, unless such licensing requirement is waived by the Nevada Gaming Authorities.

(c)           Agent and any custodial agent of Agent in the State of Nevada shall be required to comply with the conditions, if any, imposed by the Nevada Gaming Authorities in connection with its approval of the pledge granted hereunder by Pledgors, including, without limitation, the requirement that Agent or its agent maintain the certificates evidencing the Investment Related Property at a location in Nevada designated to the NGCB, and that Agent or its agent permit agents or employees of the NGCB to inspect such certificates immediately upon request during normal business hours.

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(d)           Neither Agent nor any agent of Agent shall surrender possession of any Investment Related Property to any Person other than Pledgors without the prior approval of the Nevada Gaming Authorities or as otherwise permitted by the Gaming Laws.

(e)           The approval by the Nevada Gaming Authorities of this Agreement, or any amendment hereto, is not, and shall not be construed as, the approval, either express or implied, of Agent to take any actions provided for in this Agreement for which approval by the Nevada Gaming Authorities is required, without first obtaining such prior and separate approval, to the extent required by the Gaming Laws.

24.           Agent.  Each reference herein to any right granted to, benefit conferred upon or power exercisable by the “Agent” shall be a reference to Agent, for the benefit of the Lender Group and the Bank Product Provider.

25.           Limited Recourse.  Notwithstanding anything contained in this Agreement to the contrary, Pledgors shall not have any personal liability under this Agreement for the Secured Obligations to Agent and/or the Lenders and any claim based on or in respect of any of the Secured Obligations shall be enforced only against the Collateral pledged hereunder and not against any other assets, properties or funds of Pledgors or against any officer, director, manager, member, shareholder of RBI.

26.           Waivers.

(a)           Each Pledgor hereby waives:  (i) notice of acceptance hereof; (ii) notice of any loans or other financial accommodations made or extended under the Credit Agreement, or the creation or existence of any Secured Obligations; (iii) notice of the amount of the Secured Obligations, subject, however, to such Pledgor’s right to make inquiry of Agent to ascertain the amount of the Secured Obligations at any reasonable time; (iv) notice of any adverse change in the financial condition of Borrowers or of any other fact that might increase such Pledgor’s risk hereunder; (v) notice of presentment for payment, demand, protest, and notice thereof as to any instrument among the Loan Documents; (vi) notice of any Default or Event of Default under the Credit Agreement; and (vii) all other notices  and demands to which such Pledgor might otherwise be entitled.

(b)           Each Pledgor hereby waives the right by statute or otherwise to require any member of the Lender Group to institute suit against any Borrower or to exhaust any rights and remedies which the Lender Group, has or may have against such Borrower.  Each Pledgor further waives any defense arising by reason of any disability or other defense (other than the defense that the Secured Obligations shall have been performed and indefeasibly paid in cash, to the extent of any such payment) of any Borrower or by reason of the cessation from any cause whatsoever of the liability of any Borrower in respect thereof.

(c)           Each Pledgor hereby waives:  (i) any rights to assert against the Lender Group any defense (legal or equitable), set-off, counterclaim, or claim which such Pledgor may now or at any time hereafter have against any Borrower or any other party liable to the Lender Group; (ii) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Secured Obligations or any security therefor; (iii) any defense arising by reason of any claim or defense based upon an election of remedies by the Lender Group, including any defense based upon an election of remedies by Lender under the provisions of §§ 580d and 726 of the California Code of Civil Procedure or any similar law of any other jurisdiction to the extent that a similar law exists; (iv) the benefit of any statute of limitations affecting such Pledgor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Secured Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Pledgor’s liability hereunder.

(d)           Until such time as all of the Secured Obligations have been fully, finally and indefeasibly paid in full in cash:  (i) each Pledgor hereby waives and postpones any right of subrogation such

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Pledgor has or may have as against Borrowers with respect to the Secured Obligations, including, without limitation, under any one or more of California Civil Code §§ 2847, 2848, and 2849 or any similar law of any other jurisdiction to the extent that a similar law exists; (ii) in addition, each Pledgor hereby waives and postpones any right to proceed against Borrowers or any other Person, now or hereafter, for contribution, indemnity, reimbursement, or any other suretyship rights and claims (irrespective of whether direct or indirect, liquidated or contingent), with respect to the Secured Obligations; and (iii) in addition, each Pledgor also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset of Borrowers.

(e)           If any of the Secured Obligations at any time are secured by a mortgage or deed of trust upon real property, any member of the Lender Group may elect, in their sole discretion, upon a default with respect to the Secured Obligations, to foreclose such mortgage or deed of trust judicially or nonjudicially in any manner permitted by law, before or after enforcing this Agreement, without diminishing or affecting the liability of Pledgors hereunder.  Each Pledgor understands that (a) by virtue of the operation of California’s antideficiency law applicable to nonjudicial foreclosures, an election by the Lender Group nonjudicially to foreclose such a mortgage or deed of trust probably would have the effect of impairing or destroying rights of subrogation, reimbursement, contribution, or indemnity of such Pledgor against Borrowers or other guarantors or sureties, and (b) absent the waiver given by such Pledgor herein, such an election would estop the Lender Group from enforcing this Agreement against such Pledgor.  Understanding the foregoing, and understanding that each Pledgor hereby is relinquishing a defense to the enforceability of this Agreement, each Pledgor hereby waives any right to assert against any  member of the Lender Group any defense to the enforcement of this Agreement, whether denominated “estoppel” or otherwise, based on or arising from an election by any member of the Lender Group nonjudicially to foreclose any such mortgage or deed of trust.  Each Pledgor understands that the effect of the foregoing waiver may be that such Pledgor may have liability hereunder for amounts with respect to which such Pledgor may be left without rights of subrogation, reimbursement, contribution, or indemnity against Borrowers or other guarantors or sureties.  Each Pledgor also agrees that the “fair market value” provisions of Section 580a of the California Code of Civil Procedure or any similar law of any other jurisdiction to the extent that a similar law exists shall have no applicability with respect to the determination of such Pledgor’s liability under this Agreement.

(f)            Without limiting the generality of any other waiver or other provision set forth in this Agreement, each Pledgor waives all rights and defenses that such Pledgor may have if Borrowers’ debt is secured by real property.  This means, among other things:

(i)         any member of the Lender Group may collect from any Pledgor without first foreclosing on any real or personal property collateral that may be pledged by Borrowers.

(ii)        If any member of the Lender Group foreclose(s) on any real property collateral that may be pledged by Borrowers:

(iii)       the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price.

(iv)       Agent may collect from any Pledgor even if Agent or the Lenders, by foreclosing on the real property collateral, has/have destroyed any right such Pledgor may have to collect from Borrowers.

This is an unconditional and irrevocable waiver of any rights and defenses Pledgors may have if Borrowers’ debt is secured by real property.  These rights and defenses are based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or any similar law of any other jurisdiction to the extent that a similar law exists.

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(g)           WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS AGREEMENT, EACH PLEDGOR HEREBY WAIVES, TO THE MAXIMUM EXTENT SUCH WAIVER IS PERMITTED BY LAW, ANY AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE §§ 2787 THROUGH AND INCLUDING 2855, CALIFORNIA CODE OF CIVIL PROCEDURE §§ 580a, 580b, 580c, 580d, AND 726, AND CHAPTER 2 OF TITLE 14 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR LAW OF ANY OTHER JURISDICTION TO THE EXTENT THAT A SIMILAR LAW EXISTS.

(h)           WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS AGREEMENT, EACH PLEDGOR WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY LENDER, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR A SECURED OBLIGATION, HAS DESTROYED SUCH PLEDGOR’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST BORROWERS BY THE OPERATION OF SECTION 580d OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR OTHERWISE OR ANY SIMILAR LAW OF ANY OTHER JURISDICTION TO THE EXTENT THAT A SIMILAR LAW EXISTS.

(i)            Without affecting the generality of this Section, each Pledgor hereby also agrees to the following waivers:

(i)         Each Pledgor agrees that the Agent’s right to enforce this Agreement is absolute and is not contingent upon the genuineness, validity or enforceability of any of the Loan Documents.  Each Pledgor waives all benefits and defenses it may have under California Civil Code Section 2810 or any similar law of any other jurisdiction to the extent that a similar law exists and agrees that Agent’s rights under this Agreement shall be enforceable even if Borrowers had no liability at the time of execution of the Loan Documents or later ceases to be liable.

(ii)        Each Pledgor waives all benefits and defenses it may have under California Civil Code Section 2809 or any similar law of any other jurisdiction to the extent that a similar law exists with respect to its obligations under this Agreement and agrees that Agent’s rights under the Loan Documents will remain enforceable even if the amount secured by the Loan Documents is larger in amount and more burdensome than that for which Borrowers are responsible.  The enforceability of this Agreement against Pledgors shall continue until all sums due under the Loan Documents have been paid in full and shall not be limited or affected in any way by any impairment or any diminution or loss of value of any security or collateral for Borrowers’ obligations under the Loan Documents, from whatever cause, the failure of any security interest in any such security or collateral or any disability or other defense of Borrowers, any other guarantor of Borrowers’ obligations under the Loan Documents, any pledgor of collateral for any person’s obligations to any member of the Lender Group or any other person in connection with the Loan Documents.

(iii)       Each Pledgor waives all benefits and defenses it may have under California Civil Code Sections 2845, 2849 and 2850 or any similar law of any other jurisdiction to the extent that a similar law exists with respect to its obligations under this Agreement, including, without limitation, the right to require Agent to (A) proceed against Borrowers, any guarantor of Borrowers’ obligations under the Loan Documents, any other pledgor of collateral for any person’s obligations to the Lender Group or any other person in connection with Borrowers’ loan, (B) proceed against or exhaust any other security or collateral Agent may hold for the benefit of the Lender Group, or (C) pursue any other right or remedy for such Pledgor’s benefit, and agrees that Agent may exercise its right under this Agreement without taking any action against Borrowers, any guarantor of Borrowers’ obligations under the Loan Documents, any pledgor of collateral for any person’s obligations to the Lender Group or any other person in connection with Borrowers’ loan, and without proceeding against or exhausting any security or collateral Agent holds for the benefit of the Lender Group.

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27.           Miscellaneous.

(a)           This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement.  Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement.  Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.  The foregoing shall apply to each other Loan Document mutatis mutandis.

(b)           Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.

(c)           Headings used in this Agreement are for convenience only and shall not be used in connection with the interpretation of any provision hereof.

(d)           The pronouns used herein shall include, when appropriate, either gender and both singular and plural, and the grammatical construction of sentences shall conform thereto.

17

IN WITNESS WHEREOF, the undersigned parties hereto have executed this Agreement by and through their duly authorized officers, as of the day and year first above written.

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
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
R. BLACK, INC., a Nevada corporation, as Pledgor
By:	/s/ Robert R. Black, Sr.
Name:	Robert R. Black, Sr.
Title:	President
WELLS FARGO FOOTHILL, INC., as Agent
By:	/s/ Lisa Cooley
Name:	Lisa Cooley
Title:	Vice President

SCHEDULE 1*

PLEDGED COMPANIES

Name of Pledgor Name of Pledged
Company Number of
Shares/Units Class of
Interests Percentage of
Class Owned Certificate
Nos.

*              Registrants agree to furnish supplementally a copy of the omitted schedules to the Securities Exchange Commission upon its request.

SCHEDULE 2*

LIST OF UNIFORM COMMERCIAL CODE FILING JURISDICTIONS

Pledgor Jurisdiction

*              Registrants agree to furnish supplementally a copy of the omitted schedules to the Securities Exchange Commission upon its request.

SCHEDULE 3*

Pledgor Location

*              Registrants agree to furnish supplementally a copy of the omitted schedules to the Securities Exchange Commission upon its request.

EXHIBIT A

Annex 1 to Pledge and Security Agreement

PLEDGED INTERESTS ADDENDUM

This Pledged Interests Addendum, dated as of                   , 20          , is delivered pursuant to Section 5(b) of the Parent  Pledge Agreement referred to below.  The undersigned hereby agrees that this Pledged Interests Addendum may be attached to that certain Parent Pledge Agreement, dated as of December     , 2004 (as amended, restated, supplemented or otherwise modified from time to time, the “Parent Pledge Agreement”), made by the undersigned in favor of Wells Fargo Foothill, Inc., as Agent.  Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Parent Pledge Agreement and/or the Credit Agreement.  The undersigned hereby agrees that the additional interests listed on this Pledged Interests Addendum as set forth below shall be and become part of the Pledged Interests pledged by the undersigned to the 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.

The undersigned hereby certifies that the representations and warranties set forth in Section 4 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.

[PLEDGOR]

By:

Title

Name of Pledgor Name of Pledged
Company Number of
Shares/Units Class of
Interests Percentage of
Class Owned Certificate
Nos.

EX-2.17

Exhibit 2.17

TRADEMARK SECURITY AGREEMENT

This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 20th day of December, 2004, among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO FOOTHILL, INC., in its capacity as 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 of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, 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 is willing to make certain financial accommodations available to Borrowers pursuant to the terms and conditions thereof; and

WHEREAS, the members of the Lender Group are willing to make the financial accommodations to Borrowers as provided for in the Credit Agreement, but only upon the condition, among others, that Grantors shall have executed and delivered to Agent, for the benefit of Lender Group and the Bank Product Provider, that certain Security Agreement dated of even date herewith (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”);

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of Lender Group and the Bank Product Provider, this Trademark Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:

1.             DEFINED TERMS.  All capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement and/or the Credit Agreement.

2.             GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL.  Each Grantor hereby grants to Agent, for the benefit of the Lender Group and the Bank Product Provider, a continuing first priority security interest in all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Trademark Collateral”):

(a)           all of its Trademarks and Trademark Intellectual Property Licenses to which it is a party including those referred to on Schedule I hereto;

(b)           all reissues, continuations or extensions of the foregoing;

(c)           all goodwill of the business connected with the use of, and symbolized by, each Trademark and each Trademark Intellectual Property License; and

(d)           all products and proceeds of the foregoing, including, without limitation, any claim by such Grantor against third parties for past, present or future (i) infringement or dilution of any Trademark or any Trademark licensed under any Intellectual Property License or (ii) injury to the goodwill associated with any Trademark or any Trademark licensed under any Intellectual Property License.

The foregoing to the contrary notwithstanding, “Trademark Collateral” shall not include the Excluded Assets.

3.             SECURITY AGREEMENT.  The security interests granted pursuant to this Trademark Security Agreement are granted in conjunction with the security interests granted to Agent, for the benefit of the Lender Group and the Bank Product Provider, pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of Agent with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

4.             AUTHORIZATION TO SUPPLEMENT.  If any Grantor shall obtain rights to any new trademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto. Grantors shall give prompt notice in writing to Agent with respect to any such new trademarks or renewal or extension of any trademark registration.   Without limiting Grantors’ obligations under this Section 4, Grantors hereby authorize Agent unilaterally to modify this Agreement by amending Schedule I to include any such new trademark rights of Grantors.  Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

5.             COUNTERPARTS.  This Trademark Security Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument.  In proving this Trademark Security Agreement or any other Loan Document in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought.  Any signatures delivered by a party by facsimile transmission or by e-mail transmission shall be deemed an original signature hereto.

[signature page follows]

2

IN WITNESS WHEREOF, each Grantor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

GRANTORS:	B & B B, INC.,
	a Nevada corporation
	By:	/s/ Robert R. Black, Sr.
	Name	Robert R. Black, Sr.
	Title:	Chief Executive Officer
	CASABLANCA RESORTS, LLC,
	a Nevada limited liability company
	By:	/s/ Robert R. Black, Sr.
	Name	Robert R. Black, Sr.
	Title:	Manager of its Manager, RBG, LLC
	OASIS INTERVAL MANAGEMENT, LLC,
	a Nevada limited liability company
	By:	/s/ Robert R. Black, Sr.
	Name	Robert R. Black, Sr.
	Title:	Manager
	OASIS INTERVAL OWNERSHIP, LLC,
	a Nevada limited liability company
	By:	/s/ Robert R. Black, Sr.
	Name	Robert R. Black, Sr.
	Title:	Manager

OASIS RECREATIONAL PROPERTIES, INC.,
a Nevada corporation
By:	/s/ Robert R. Black, Sr.
Name	Robert R. Black, Sr.
Title:	President
RBG, LLC,
a Nevada limited liability company
By:	/s/ Robert R. Black, Sr.
Name:	Robert R. Black, Sr.
Title:	Manager
VIRGIN RIVER CASINO CORPORATION,
a Nevada corporation
By:	/s/ Robert R. Black, Sr.
Name:	Robert R. Black, Sr.
Title:	Chief Executive Officer

ACCEPTED AND ACKNOWLEDGED BY:
WELLS FARGO FOOTHILL, INC., as Agent
By:	/s/ Lisa Cooley
Name:	Lisa Cooley
Title:	Vice President

SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT

Trademark Registrations/Applications*

Grantor Country Mark Application/
Registration No. App/Reg
Date

Trade Names*

Common Law Trademarks*

Trademarks Not Currently In Use*

Trademark Licenses*

*              Registrants agree to furnish supplementally a copy of the omitted schedules to the Securities Exchange Commission upon its request.

EX-2.18

Exhibit 2.18

BAILEE AGREEMENT

THIS BAILEE AGREEMENT(this “Agreement”) is entered into as of December 20, 2004, by and among Wells Fargo Foothill, Inc., a California corporation (“First Secured Party”) in its capacity as arranger and administrative agent for the lenders party to the Credit Agreement defined below, The Bank of New York Trust Company, N.A., a national banking association (“Second Secured Party”) in its capacity as collateral agent for the Secured Parties (as defined in the VRCC Second Pledge Agreement), Nevada Title Company, as bailee (in such capacity, “Bailee”), Robert R. Black, Sr., as the trustee of Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24, 2004 (“Black”), R. Black, Inc., a Nevada corporation (“RBI”), and Virgin River Casino Corporation, a Nevada corporation (“VRCC”; Black, RBI and VRCC collectively, jointly and severally, “Grantors” and each individually, “Grantor”).

RECITALS

A.Pursuant to that certain (i) Security Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “VRCC First Pledge Agreement”) made by 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 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”), in favor of First Secured Party, and (ii) Parent Pledge Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Parent First Pledge Agreement” and together with the VRCC First Pledge Agreement, the “First Pledge Agreements”) made by Black and RBI (Black and RBI collectively, jointly and severally, “Parent Pledgors” and each individually “Parent Pledgor”), in favor of First Secured Party, each as consideration for First Secured Party’s arranging and providing certain commitment and credit support to or for the benefit of Grantors in connection with that certain Credit Agreement dated as of the date hereof (as amended, amended and restated, modified, renewed or extended from time to time, the “Credit Agreement”), among Borrowers, First Secured Party and certain financial institutions from time to time parties thereto, each Grantor has pledged to First Secured Party, and granted First Secured Party a security interest in, among other collateral, all of the collateral listed on Exhibit A hereto (the “Pledged Collateral”);

B.Pursuant to that certain (i) that certain Senior Secured Note Security Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “VRCC Second Pledge Agreement”) made by Borrowers in favor of Second Secured Party, and (ii) that certain Parent Pledge Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Parent Second Pledge Agreement” and together with the VRCC Second Pledge Agreement, the “Second Pledge Agreements”; First Pledge Agreements and Second Pledge Agreements, collectively, the “Pledge Agreements”) made by Parent Pledgors, in favor of Second Secured Party, each as consideration

for Second Secured Party’s arranging and providing certain commitment and credit support to or for the benefit of Grantors, each Grantor has pledged to Second Secured Party, and granted Second Secured Party, a security interest in, among other collateral, all of the Pledged Collateral;

C.Pursuant to the Pledge Agreements and subject to applicable Gaming Laws (as defined in the First Pledge Agreements and the Parent Second Pledge Agreement), each Grantor must deliver possession of the Pledged Collateral to First Secured Party and Second Secured Party, and all other certificates or instruments representing or evidencing any Pledged Collateral from time to time, to be held by Bailee in the State of Nevada on behalf of First Secured Party and Second Secured Party; and

D.First Secured Party, Second Secured Party, Grantors and Bailee have agreed to enter into this Agreement to agree that the Pledged Collateral will be held by Bailee in the State of Nevada on behalf of First Secured Party and Second Secured Party.

NOW, THEREFORE, in consideration of their mutual covenants and promises, the parties agree as follows:

1.Agreement of Possession and Control.  Bailee hereby agrees that it has taken delivery of and is in possession of the Pledged Collateral on behalf of and as bailee for First Secured Party and Second Secured Party for purposes of perfecting First Secured Party’s and Second Secured Party’s security interest in the Pledged Collateral and each of Bailee and Grantors hereby acknowledges and agrees that Bailee holds possession of or otherwise controls the Pledged Collateral on behalf of and for the benefit of First Secured Party and Second Secured Party as a secured party under the Uniform Commercial Code as in effect in the State of Nevada.  Bailee shall not release, transfer or otherwise dispose of any Pledged Collateral except upon the sole written instructions of First Secured Party; provided, however, that so long as Grantors or any of their subsidiaries that are the issuers of the Pledged Collateral hold a license or registration issued by the Nevada Gaming Authorities (as defined in the First Pledge Agreements and the Parent Second Pledge Agreement), the certificates evidencing such Pledged Collateral may not be released, transferred or surrendered by Bailee to any party other than Grantors or to a successor bailee hereunder located in the State of Nevada without the prior approval of the Nevada Gaming Authorities.  Each of Bailee and Grantors acknowledges and agrees that the consent or agreement of Grantors shall not be required in connection with such release, transfer or other disposition based on such instructions.  Bailee agrees that, until receipt of written notice from First Secured Party, it will comply with instructions originated by First Secured Party without further consent of Grantors and it will not act upon any instructions from Grantors or Second Secured Party with respect to the release, transfer or other disposition of any Pledged Collateral or the proceeds thereof.  Following written notice to Bailee by First Secured Party that all of the Obligations (as defined in the Credit Agreement) have been paid in full in cash, the rights of First Secured Party shall be deemed to have been assigned to Second Secured Party and the Second Secured Party shall be entitled to all of the benefits under this Agreement accorded to First Secured Party (including the right to instruct Bailee to release, transfer or otherwise dispose of the Pledged Collateral), subject to applicable Gaming Laws.

2.Agreements of Bailee and Grantors.  Each of Bailee and Grantors agrees that:

a.Bailee shall make a notation in or otherwise flag its books, records and systems to reflect First Secured Party’s and Second Secured Party’s security interests in the Pledged Collateral.

b.Bailee shall not enter into any control, bailee, custodial or other similar agreement with any other party that would create or acknowledge the existence of any such other claim, security interest or lien, upon any of the Pledged Collateral.

c.During the term of this Agreement, First Secured Party and Second Secured Party may at any time and from time to time reasonably request that Bailee provide First Secured Party and Second Secured Party with such information as Bailee has in its records regarding the Pledged Collateral, and Bailee agrees to provide such information to First Secured Party and Second Secured Party promptly.  Bailee shall not be required to provide any information as to the Pledged Collateral other than such information as exists in Bailee’s records.  Each Grantor hereby consents to Bailee’s providing such information to First Secured Party and Second Secured Party.

d.Bailee agrees (i) to provide the Nevada Gaming Authorities with prior written notice of any intended change of the location of the Pledged Collateral within the time period proscribed by the Nevada Gaming Authorities during the term hereof (whether such change is made at the request of First Secured Party or Second Secured Party), (ii) not to move the certificates evidencing the Pledged Collateral to a new location until the Nevada Gaming Authorities have been notified by Bailee of such new location (and, if required, the Nevada Gaming Authorities have approved the new location) and in any event only on the instructions of First Secured Party (or if required by court order) to do so), and (iii) to make the certificates evidencing the Pledged Collateral available for inspection by agents or employees of the Nevada Gaming Authorities immediately upon request during normal business hours.

3.Miscellaneous.

a.This Agreement shall not create any obligation or duty of Bailee except as expressly set forth herein.  Without the limiting the foregoing, Bailee shall not be responsible for determining or verifying the ownership, authenticity or value of the Pledged Collateral deposited pursuant to this Agreement.

b.Each Grantor hereby acknowledges and agrees that except as otherwise set forth herein, nothing herein is intended to alter the contractual obligations of such Grantor under the Pledge Agreements.

c.All notices, requests and demands which any party is required or may desire to give to any other party under any provision of this Agreement must be in writing (unless otherwise specifically provided) and delivered to each party at the following address or facsimile number:

Bailee:	Nevada Title Company 2500 North Buffalo Drive Suite 150 Las Vegas, Nevada 89128 Attention: Legal Department Facsimile: (702) 251-3186
Black:	Robert R. Black, Sr., as the trustee of Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24, 2004 c/o B & B B, Inc. 911 North Buffalo, Suite 201 Las Vegas, Nevada 89128 Attention: Robert R. Black, Sr., President Facsimile: (702) 341-5287
RBI:	R. Black, Inc. c/o B & B B, Inc. 911 North Buffalo, Suite 201 Las Vegas, Nevada 89128 Attention: Robert R. Black, Sr., President Facsimile: (702) 341-5287
VRCC:	Virgin River Casino Corporation c/o B & B B, Inc. 911 North Buffalo, Suite 201 Las Vegas, Nevada 89128 Attention: Robert R. Black, Sr., President Facsimile: (702) 341-5287
First Secured Party:	Wells Fargo Foothill, Inc. 2450 Colorado Avenue, Suite 3000 West Santa Monica, California 90404 Attention: Specialty Finance Division Manager Facsimile: (310) 453-7442
Second Secured Party:	The Bank of New York Trust Company, N.A. 700 South Flower Street, Suite 500 Los Angeles, California 90017 Attention: Corporate Trust Administration Facsimile: (213) 630-6298
Nevada Gaming Authorities:	State of Nevada Gaming Control Board 1919 East College Parkway Carson City, Nevada 89706 Attention: Corporate Securities Division Facsimile: (775) 687-5817

or to such other address or facsimile number as any party may designate by written notice to all other parties. Any such notices, requests and demands shall be given by Federal Express, Express Mail, or similar overnight delivery or courier service or delivered (in person or by telecopy, telex, or similar telecommunications equipment) against receipt to the party to whom it is to be given.  Any notice shall be deemed given at the time of receipt thereof.

d.This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties; provided, however, that neither Bailee nor Grantors may assign its respective obligations hereunder without First Secured Party’s and Second Secured Party’s prior written consent.  This Agreement may be amended or modified only in writing signed by all parties hereto.

e.This Agreement shall terminate upon the earliest of:  (i) 30 days after prior written notice by Bailee to First Secured Party and Second Secured Party, (ii) receipt by Bailee of written notice from First Secured Party expressly stating that First Secured Party no longer claims any security interest in the Pledged Collateral; and (iii) Bailee’s delivery of all Pledged Collateral in its possession (if any) to First Secured Party or its designee in accordance with First Secured Party’s written instructions.

f.This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York (without regard for its conflicts of laws principles but including and giving effect to Sections 5-1401 and 5-1402 of the New York General Obligations Law).  This Agreement may be executed in any number of counterparts which, when taken together, shall constitute but one agreement.

g.This Agreement is subject to the Gaming Laws.  Without limiting the foregoing, each of Bailee, First Secured Party and Second Secured Party acknowledges that (i) a condition precedent to the Bailee’s obligations to the First Secured Party and the Second Secured Party, respectively, under this Agreement is the prior approval of the Nevada Gaming Authorities of the First Pledge Agreements as relates to the First Secured Party and the Second Pledge Agreements as relates to the Second Secured Party as the case may be; (ii) it is subject to being called forward by the Nevada Gaming Authorities, in their discretion, for licensing or a finding of suitability or to file or provide other information; and (iii) all rights, remedies and powers in or under this Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and only to the extent that required approvals (including prior approvals) are obtained from the Nevada Gaming Authorities.  Bailee, First Secured Party and Second Secured Party agree to cooperate with the Nevada Gaming Authorities in connection with the provision of such documents or other information as may be required.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

Bailee		NEVADA TITLE COMPANY
		By:	/s/ TROY LOCHHEAD
		Its:	Vice President Commercial Division
	First Secured Party	WELLS FARGO FOOTHILL, INC.
		By:	/s/ LISA COOLEY
		Its:	Vice President
	Second Secured Party	THE BANK OF NEW YORK TRUST COMPANY, N.A.
		By:	/s/ Daren M. DiNicola
		Its:	V.P. & Bus. Group Mgr.
	Grantors	ROBERT R. BLACK, SR., as trustee of the Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24, 2004
		By:	/s/ Robert R. Black, Sr.
		Its:	Trustee
		R. BLACK, INC., a Nevada corporation
		By:	/s/ Robert R. Black, Sr.
		Its:	President

VIRGIN RIVER CASINO CORPORATION, a Nevada corporation
By:	/s/ Robert R. Black, Sr.
Its:	Chief Executive Officer

EXHIBIT A(1)

Pledgor	Issuer	Number of Shares	Class	Certificate Number	Pledgor’s Percentage Ownership Represented by the Certificate		Pledgor’s Total Percentage Ownership in Issuer
Robert R.Black, Sr., as trustee of the Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24, 2004	Virgin River Casino Corp.	66.67 shares	Common Stock	11	662/3	%	100	%
Robert R. Black, Sr., as trustee of the Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24, 2004	B & B B, Inc.	11.17 shares	Common Stock	11-02	662/3	%	100	%
Robert R. Black, Sr., as trustee of the Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24, 2004	RBG, LLC	N/A	Membership Interests	014	2.54	%	3.81	%
R. Black, Inc.	RBG, LLC	N/A	Membership Interests	018	0.03	%	0.04	%
Virgin River Casino Corporation	RBG, LLC	N/A	Membership Interests	016	62.82	%	94.23	%

(1) The stock certificates delivered to the Bailee only represent 662/3% of each Pledgor’s total percentage of ownership in the applicable Issuer.  The First Secured Party and the Second Secured Party have a first priority security interest in such stock.  The stock certificates representing the remaining 331/3% of each Pledgor’s total percentage of ownership in the applicable Issuer were delivered to Michael Gaughan.  Michael Gaughan has a first priority security interest in such stock and the First Secured Party and the Second Secured Party have a second priority security interest in such stock.

EX-2.19

Exhibit 2.19

INTERCOMPANY SUBORDINATION AGREEMENT

THIS INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of December 20, 2004, is delivered by and 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 an “Obligor”, and individually and collectively, jointly and severally, as the “Obligors”), in favor of WELLS FARGO FOOTHILL, INC.,a California corporation, as the arranger and administrative agent for the below defined Lenders (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”), in light of the following:

WHEREAS, Obligors, the below defined Lenders, and Agent are, parties to that certain Credit Agreement of even date herewith (as amended, restated, modified, supplemented, refinanced, renewed or extended from time to time, the “Credit Agreement”);

WHEREAS, each Obligor has made or may make certain loans or advances from time to time to one or more other Obligors; and

WHEREAS, in order to induce the Lender Group (as defined below) to enter into the Credit Agreement, each Obligor has agreed to the subordination of such indebtedness of each other Obligor to such Obligor, upon the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants, conditions, representations, and warranties set forth herein and for other good and valuable consideration, the parties hereto agree as follows:

SECTION 1Definitions; Interpretation.

(a)  Terms Defined in Credit Agreement.  All capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

(b)  Certain Defined Terms.  As used in this Agreement, the following terms shall have the following meanings:

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Credit Agreement” has the meaning set forth in the recitals to this Agreement.

“Insolvency Event” has the meaning set forth in Section 3.

“Lender Group” means, individually and collectively, each of the Lenders and Agent.

“Lenders” means, individually and collectively, each of the lenders identified on the signature pages of the Credit Agreement, and any other person made a party thereto in accordance with the provisions of Section 13.1 thereof (together with their respective successors and assigns).

“Obligor” and “Obligors” have the respective meanings set forth in the preamble to this Agreement.

 “Senior Debt” means the Obligations and other indebtedness and liabilities of the Obligors to the Lender Group and the Bank Product Provider under or in connection with the Credit Agreement and the other Loan Documents, including all unpaid principal of the Advances, all interest accrued thereon, all fees due under the Credit Agreement and the other Loan Documents, and all other amounts payable by the Obligors to the Lender Group and the Bank Product Provider thereunder or in connection therewith, whether now existing or hereafter arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and including without limitation interest, fees, and other such amounts, which would accrue and become due but for the commencement of one or more of the Insolvency Events, whether or not such interest, fees, and other amounts are allowed or allowable in whole or in part in any of such Insolvency Events.

“Subordinated Debt” means, with respect to each Obligor, all indebtedness, liabilities, and other monetary obligations of any other Obligor owing to such Obligor in respect of any and all loans or advances made by such Obligor to such other Obligor whether now existing or hereafter arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including all fees and all other amounts payable by any other Obligor to such Obligor under or in connection with any documents or instruments related thereto.

“Subordinated Debt Payment” means any payment or distribution by or on behalf of the Obligors, directly or indirectly, of assets of the Obligors of any kind or character, whether in cash, property, or securities, including on account of the purchase, redemption, or other acquisition of Subordinated Debt, as a result of any collection, sale, or other disposition of Collateral, or by setoff, exchange, or in any other manner, for or on account of the Subordinated Debt.

(c)  Interpretation.  Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the term “including” is not limiting, and the term “or” is not exclusive.  The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement.  Section, subsection, clause, schedule, and exhibit references are to this Agreement unless otherwise specified.  References to agreements and other contractual instruments shall be deemed to include all subsequent amendments, restatements and other modifications thereto.  References to statutes or regulations are to be construed as including all statutory and regulatory provisions consolidating, amending, or replacing the statute or regulation referred to.  The captions and headings are for convenience of reference only and shall not affect the construction of this Agreement.

SECTION 2Subordination To Payment Of Senior Debt.  As to each Obligor, all payments on account of the Subordinated Debt shall be subject, subordinate, and junior, in right of payment and exercise of remedies, to the extent and in the manner set forth herein, to the prior payment, in full, in cash or cash equivalents of the Senior Debt.

SECTION 3Subordination Upon Any Distribution Of Assets Of The Obligors.  As to each Obligor, in the event of any payment or distribution of assets of any other Obligor of any kind or character, whether in cash, property, or securities, upon the dissolution, winding up, or total or partial liquidation or reorganization, readjustment, arrangement, or similar proceeding relating to such other

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Obligor or its property, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership, arrangement, or similar proceedings or upon an assignment for the benefit of creditors, or upon any other marshaling or composition of the assets and liabilities of such other Obligor, or otherwise, (such events, collectively, the “Insolvency Events”):  (i) all amounts owing on account of the Senior Debt shall first be paid, in full, in cash, or payment provided for in cash or in cash equivalents, before any Subordinated Debt Payment is made; and (ii) to the extent permitted by applicable law, any Subordinated Debt Payment to which such Obligor would be entitled except for the provisions hereof, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating lender making such payment or distribution directly to Agent for application to the payment of the Senior Debt in accordance with clause (i), after giving effect to any concurrent payment or distribution or provision therefor to Agent in respect of such Senior Debt.

SECTION 4Payments On Subordinated Debt.

(a)  Permitted Payments.  So long as no Event of Default has occurred and is continuing, each Obligor may make, and each other Obligor shall be entitled to accept and receive, (i) Subordinated Debt Payments in the ordinary course of business and (ii) payments allowed, if any, under the Credit Agreement.

(b)  No Payment Upon Senior Debt Defaults.  Upon the occurrence of any Event of Default, and until such Event of Default is cured or waived, no Obligor shall make, and no other Obligor shall accept or receive, any Subordinated Debt Payment.

SECTION 5Subordination Of Remedies.  Until all Senior Debt has been repaid in full and all Commitments by the Lender Group to extend credit under the Credit Agreement shall have been irrevocably terminated, following the occurrence of any Event of Default and until such Event of Default is cured or waived, no Obligor shall, without the prior written consent of Agent:

(a)  accelerate, make demand, or otherwise make due and payable prior to the original due date thereof any Subordinated Debt or bring suit or institute any other actions or proceedings to enforce its rights or interests in respect of the obligations of any other Obligor owing to such Obligor;

(b)  exercise any rights under or with respect to guaranties of the Subordinated Debt, if any;

(c)  exercise any rights to set-offs and counterclaims in respect of any indebtedness, liabilities, or obligations of such Obligor to any other Obligor against any of the Subordinated Debt; or

(d)  commence, or cause to be commenced, or join with any creditor other than Agent or any Lender in commencing, any bankruptcy, insolvency, or receivership proceeding against the other Obligor.

SECTION 6Payment Over To Agent.  In the event that, notwithstanding the provisions of Sections 3, 4, and 5, any Subordinated Debt Payments shall be received in contravention of such Sections 3, 4, and 5 by any Obligor before all Senior Debt is paid, in full, in cash or cash equivalents, such Subordinated Debt Payments shall be held in trust for the benefit of the Lender Group and shall be paid over or delivered to Agent for application to the payment, in full, in cash or cash equivalents of all Senior Debt remaining unpaid to the extent necessary to give effect to such Sections 3, 4, and 5, after giving effect to any concurrent payments or distributions to Agent in respect of the Senior Debt.

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SECTION 7Authorization To Agent.  If, while any Subordinated Debt is outstanding, any Insolvency Event shall occur and be continuing with respect to any Obligor or its property:  (i) Agent hereby is irrevocably authorized and empowered (in the name of each other Obligor or otherwise), but shall have no obligation, to demand, sue for, collect, and receive every payment or distribution in respect of the Subordinated Debt and give acquittance therefor and to file claims and proofs of claim and take such other action (including voting the Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Agent; and (ii) each other Obligor shall promptly take such action as Agent reasonably may request (a) to collect the Subordinated Debt, to the extent permitted by law, for the account of the Lender Group and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (b) to execute and deliver to Agent such powers of attorney, assignments, and other instruments as it may request to enable it to enforce any and all claims with respect to the Subordinated Debt, and (c) to collect and receive any and all Subordinated Debt Payments, to the extent permitted by law.

SECTION 8Certain Agreements Of Each Obligor.

(a)  No Benefits.  Each Obligor understands that there may be various agreements between the Lender Group and any other Obligor evidencing and governing the Senior Debt, and each Obligor acknowledges and agrees that such agreements are not intended to confer any benefits on such Obligor unless such Obligor is also a party thereto and that Agent and the Lenders shall have no obligation to such Obligor or any other Person to exercise any rights, enforce any remedies, or take any actions which may be available to them under such agreements unless such Obligor is also a party thereto.

(b)  No Interference.  Each Obligor acknowledges that certain other Obligors have granted to Agent for the benefit of the Lender Group security interests in all of such other Obligor’s assets, and agrees not to interfere with or in any manner oppose a disposition of any Collateral by Agent in accordance with applicable law.

(c)  Reliance by Agent and Lenders.  Each Obligor acknowledges and agrees that Agent and the Lenders will have relied upon and will continue to rely upon the subordination provisions provided for herein and the other provisions hereof in entering into the Loan Documents and making or issuing the Advances, the Letters of Credit, or other financial accommodations thereunder.

(d)  Waivers.  Except as provided under the Credit Agreement, each Obligor hereby waives any and all notice of the incurrence of the Senior Debt or any part thereof and any right to require marshaling of assets.

(e)  Obligations of Each Obligor Not Affected.  Each Obligor hereby agrees that at any time and from time to time, without notice to or the consent of such Obligor, without incurring responsibility to such Obligor, and without impairing or releasing the subordination provided for herein or otherwise impairing the rights of Agent hereunder:  (i) the time for any other Obligor’s performance of or compliance with any of its agreements contained in the Loan Documents may be extended or such performance or compliance may be waived by Agent or the Lenders; (ii) the agreements of any other Obligor with respect to the Loan Documents may from time to time be modified by such other Obligor, Agent, and the Lenders for the purpose of adding any requirements thereto or changing in any manner the rights and obligations of such other Obligor, Agent, or the Lenders thereunder; (iii) the manner, place, or terms for payment by any other Obligor of Senior Debt or any portion thereof may be altered or the terms for payment extended, or the Senior Debt of any other Obligor may be renewed in whole or in part; (iv) the maturity of the Senior Debt of any other Obligor may be accelerated in accordance with the terms of any present or future agreement by any other Obligor, Agent, and the Lenders; (v) any Collateral may be sold, exchanged, released, or substituted and any Lien in favor of Agent may be terminated, subordinated,

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or fail to be perfected or become unperfected; (vi) any Person liable in any manner for Senior Debt may be discharged, released, or substituted; and (vii) all other rights against the other Obligors, any other Person, or with respect to any Collateral may be exercised (or Agent may waive or refrain from exercising such rights).

(f)  Rights of Agent Not to Be Impaired.  No right of Agent or the Lenders to enforce the subordination provided for herein or to exercise its other rights hereunder shall at any time in any way be prejudiced or impaired by any act or failure to act by any Obligor, Agent, or the Lenders hereunder or under or in connection with the other Loan Documents or by any noncompliance by the other Obligors with the terms and provisions and covenants herein or in any other Loan Document, regardless of any knowledge thereof Agent or the Lenders may have or otherwise be charged with.

(g)  Financial Condition of the Obligors.  Except as provided under the Credit Agreement or by applicable law, no Obligor shall have any right to require Agent to obtain or disclose any information with respect to:  (i) the financial condition or character of any other Obligor or the ability of any other Obligor to pay and perform Senior Debt; (ii) the Senior Debt; (iii) the Collateral or other security for any or all of the Senior Debt; (iv) the existence or nonexistence of any guarantees of, or any other subordination agreements with respect to, all or any part of the Senior Debt; (v) any action or inaction on the part of Agent or any other Person; or (vi) any other matter, fact, or occurrence whatsoever.

(h)  Acquisition of Liens or Guaranties.  No Obligor shall, without the prior consent of Agent, acquire any right or interest in or to any Collateral not owned by such Obligor or accept any guaranties for the Subordinated Debt.

SECTION 9Subrogation.

(a)  Subrogation.  Until the payment and performance in full in cash of all Senior Debt, no Obligor shall have, and shall not directly or indirectly exercise, any rights that it may acquire by way of subrogation under this Agreement, by any payment or distribution to Agent hereunder or otherwise.  Upon the payment and performance in full in cash of all Senior Debt, each Obligor shall be subrogated to the rights of Agent and Lenders to receive payments or distributions applicable to the Senior Debt until the Subordinated Debt shall be paid in full.  For the purposes of the foregoing subrogation, no payments or distributions to Agent of any cash, property, or securities to which any Obligor would be entitled except for the provisions of Section 3, 4, or 5 shall, as among such Obligor, its creditors (other than Agent and the Lenders), and the other Obligors, be deemed to be a payment by the other Obligors to or on account of the Senior Debt.

(b)  Payments Over to the Obligors.  If any payment or distribution to which any Obligor would otherwise have been entitled but for the provisions of Section 3, 4, or 5 shall have been applied pursuant to the provisions of Section 3, 4, or 5 to the payment of all amounts payable under the Senior Debt, such Obligor shall be entitled to receive from Agent or the Lenders any payments or distributions received by Agent or the Lenders in excess of the amount sufficient to pay in full in cash all amounts payable under or in respect of the Senior Debt.  If any such excess payment is made to Agent or the Lenders, Agent or the Lenders shall promptly remit such excess to such Obligor and until so remitted shall hold such excess payment for the benefit of such Obligor.

SECTION 10Continuing Agreement; Reinstatement.

(a)  Continuing Agreement.  This Agreement is a continuing agreement of subordination and shall continue in effect and be binding upon each Obligor until payment and performance in full in cash of the Senior Debt.  The subordinations, agreements, and priorities set forth

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herein shall remain in full force and effect regardless of whether any party hereto in the future seeks to rescind, amend, terminate, or reform, by litigation or otherwise, its respective agreements with the other Obligor.

(b)  Reinstatement.  This Agreement shall continue to be effective or shall be reinstated, as the case may be, if, for any reason, any payment of the Senior Debt by or on behalf of any other Obligor shall be rescinded or must otherwise be restored by Agent or the Lenders, whether as a result of an Insolvency Event or otherwise.

SECTION 11Transfer Of Subordinated Debt.  No Obligor may assign or transfer its rights and obligations in respect of the Subordinated Debt without the prior written consent of Agent, and any such transferee or assignee, as a condition to acquiring an interest in the Subordinated Debt shall agree to be bound hereby, in form satisfactory to Agent.

SECTION 12Obligations Of The Obligors Not Affected.  The provisions of this Agreement are intended solely for the purpose of defining the relative rights of each Obligor against the other Obligors, on the one hand, and of Agent and the Lenders against the Obligors, on the other hand.  Nothing contained in this Agreement shall (i) impair, as between each Obligor and the other Obligors, the obligation of the other Obligors to pay their respective obligations with respect to the Subordinated Debt as and when the same shall become due and payable, or (ii) otherwise affect the relative rights of each Obligor against the other Obligors, on the one hand, and of the creditors (other than Agent or the Lenders) of the other Obligors against the other Obligors, on the other hand.

SECTION 13Endorsement Of Obligor Documents; Further Assurances And Additional Acts.

(a)  Endorsement of Obligor Documents.  At the request of Agent, all documents and instruments evidencing any of the Subordinated Debt, if any, shall be endorsed with a legend noting that such documents and instruments are subject to this Agreement, and each Obligor shall promptly deliver to Agent evidence of the same.

(b)  Further Assurances and Additional Acts.  Each Obligor shall execute, acknowledge, deliver, file, notarize, and register at its own expense all such further agreements, instruments, certificates, financing statements, documents, and assurances, and perform such acts as Agent reasonably shall deem necessary or appropriate to effectuate the purposes of this Agreement, and promptly provide Agent with evidence of the foregoing reasonably satisfactory in form and substance to Agent.

SECTION 14Notices.  All notices and other communications hereunder to Agent shall be in writing and shall be mailed, sent or delivered in accordance with notice provisions contained in the Credit Agreement and all notices and other communications hereunder to an Obligor shall be in writing and shall be mailed, sent or delivered in care of Borrowers in accordance with the Credit Agreement.

SECTION 15No Waiver; Cumulative Remedies.  No failure on the part of Agent or the Lenders to exercise, and no delay in exercising, any right, remedy, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.  The rights and remedies under this Agreement are cumulative and not exclusive of any rights, remedies, powers, and privileges that may otherwise be available to Agent and the Lenders.

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SECTION 16Costs And Expenses.  Each of the Obligors, jointly and severally, agrees to pay to Agent on demand the (a) out-of-pocket costs and expenses of Agent, and the reasonable fees and disbursements of counsel to Agent, in connection with the negotiation, preparation, execution, delivery, and administration of this Agreement, and any amendments, modifications, or waivers of the terms thereof; and (b) all out-of-pocket costs and expenses of Agent, and the reasonable fees and disbursements of counsel, in connection with the enforcement or attempted enforcement of, and preservation of rights or interests under, this Agreement (including any amendments, modifications, or waiver of the terms hereof), including any losses, out-of-pocket costs and expenses sustained by Agent as a result of any failure by any Obligor to perform or observe its obligations contained in this Agreement.

SECTION 17Survival.  All covenants, agreements, representations and warranties made in this Agreement shall, except to the extent otherwise provided herein, survive the execution and delivery of this Agreement, and shall continue in full force and effect so long as any Senior Debt remains unpaid.  Without limiting the generality of the foregoing, the obligations of each Obligor under Section 16 shall survive the satisfaction of the Senior Debt.

SECTION 18Benefits Of Agreement.  This Agreement is entered into for the sole protection and benefit of the parties hereto and their successors and assigns, and no other person shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection with, this Agreement.

SECTION 19Binding Effect.  This Agreement shall be binding upon, inure to the benefit of and be enforceable by each Obligor, Agent, and the Lenders and their respective successors and permitted assigns.

SECTION 20Governing Law.  This Agreement shall be governed by, and construed and enforced in accordance with, the law of the State of New York.

SECTION 21Submission To Jurisdiction.  Each Obligor hereby (i) submits to the exclusive jurisdiction of the courts of the County of New York, State of New York and the federal courts of the United States sitting in the County of New York, State of New York, for the purpose of any action or proceeding arising out of or relating to this Agreement, (ii) agrees that all claims in respect of any such action or proceeding may be heard and determined in such courts, or at the sole option of Agent, in any other court which has subject matter jurisdiction over the matter in controversy, (iii) irrevocably waives (to the extent permitted by applicable law) any objection which it now or hereafter may have to the laying of venue of any such action or proceeding brought in any of the foregoing courts, and any objection on the ground that any such action or proceeding in any such court has been brought in an inconvenient forum and (iv) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner permitted by law.

SECTION 22Entire Agreement; Amendments And Waivers.

(a)  Entire Agreement.  This Agreement constitutes the entire agreement of each of the Obligors and Agent with respect to the matters set forth herein and supersedes any prior agreements, commitments, drafts, communications, discussions, and understandings, oral or written, with respect thereto.  None of the terms or conditions of this Agreement imposes on the Obligors any obligation or liability under any Loan Document (other than this Agreement).  The foregoing notwithstanding, the terms and conditions of this Agreement shall not in any way limit or affect the obligations or liabilities of any Obligor under the Loan Documents to which such Obligor is a party.

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(b)  Amendments and Waivers.  No amendment to any provision of this Agreement shall in any event be effective unless the same shall be in writing and signed by each of the Obligors and Agent; and no waiver of any provision of this Agreement, or consent to any departure by any Obligor therefrom, shall in any event be effective unless the same shall be in writing and signed by Agent.  Any such amendment, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 23Conflicts.  In case of any conflict or inconsistency between any terms of this Agreement, on the one hand, and any documents or instruments in respect of the Subordinated Debt, on the other hand, then the terms of this Agreement shall control.

SECTION 24Severability.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under all applicable laws and regulations.  If, however, any provision of this Agreement shall be prohibited by or invalid under any such law or regulation in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law or regulation, or, if for any reason it is not deemed so modified, it shall be ineffective and invalid only to the extent of such prohibition or invalidity without affecting the remaining provisions of this Agreement or the validity or effectiveness of such provision in any other jurisdiction.

SECTION 25Interpretation.  This Agreement is the result of negotiations between, and have been reviewed by the respective counsel to, the Obligors and Agent and is the product of all parties hereto.  Accordingly, this Agreement shall not be construed against Agent merely because of Agent’s involvement in the preparation hereof.

SECTION 26Counterparts; Telefacsimile Execution.  This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of this Agreement by telefacsimile or electronic mail shall be equally effective as delivery of an original executed counterpart of this Agreement.  Any party delivering an executed counterpart of this Agreement by telefacsimile also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and bind effect of this Agreement.

SECTION 27Termination Of Agreement.  Upon payment and performance in full in cash of the Senior Debt, including the cash collateralization, expiration, or cancellation of all Senior Debt, if any, consisting of Letters of Credit, and the full and final termination of any commitment to extend financial accommodations under the Credit Agreement, this Agreement shall terminate and Agent shall promptly execute and deliver to each Obligor such documents and instruments as shall be reasonably necessary to evidence such termination; provided, however, that the obligations of each Obligor under Section 16 shall survive such termination.

[Signature pages follows.]

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IN WITNESS WHEREOF, the undersigned has executed and delivered this Agreement as of the date first written above.

OBLIGORS:
B & B B, INC.,
a Nevada corporation
By:	/s/ Robert R. Black, Sr.
Name:	Robert R. Black, Sr.
Title:	Chief Executive Officer
CASABLANCA RESORTS, LLC,
a Nevada limited liability company
By:		/s/ Robert R. Black, Sr.
Name:		Robert R. Black, Sr.
Title:		Manager of its Manager, RBG, LLC
OASIS INTERVAL MANAGEMENT, LLC,
a Nevada limited liability company
By:		/s/ Robert R. Black, Sr.
Name:		Robert R. Black, Sr.
Title:		Manager
OASIS INTERVAL OWNERSHIP, LLC,
a Nevada limited liability company
By:		/s/ Robert R. Black, Sr.
Name:		Robert R. Black, Sr.
Title:		Manager
OASIS RECREATIONAL PROPERTIES, INC.,
a Nevada corporation
By:	/s/ Robert R. Black, Sr.
Name:	Robert R. Black, Sr.
Title:	President

[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

RBG, LLC,
a Nevada limited liability company
By:	/s/ Robert R. Black, Sr.
Name:	Robert R. Black, Sr.
Title:	Manager
VIRGIN RIVER CASINO CORPORATION,
a Nevada corporation
By:	/s/ Robert R. Black, Sr.
Name:	Robert R. Black, Sr.
Title:	Chief Executive Officer

[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

AGENT:
WELLS FARGO FOOTHILL, INC.,
a California corporation, as Agent
By:	/s/ Lisa Cooley
Name:	Lisa Cooley
Title:	Vice President

[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

EX-2.20

Exhibit 2.20

INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT

among

WELLS FARGO FOOTHILL, INC.,
as Agent,

THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Collateral Agent,

B & B B, INC.

CASABLANCA RESORTS, LLC

OASIS INTERVAL MANAGEMENT, LLC

OASIS INTERVAL OWNERSHIP, LLC

OASIS RECREATIONAL PROPERTIES, INC.

RBG, LLC

and

VIRGIN RIVER CASINO CORPORATION

as Borrowers

Dated as of December 20, 2004

INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT

THIS INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT dated as of December 20, 2004 (this “Agreement”) is made by and among WELLS FARGO FOOTHILL, INC., in its capacity as the arranger, administrative agent, and documentation agent (in such capacity, together with it successors and assigns (if any) in such capacity, the “Original Agent”) under and pursuant to the Loan Agreement (as hereinafter defined), THE BANK OF NEW YORK TRUST COMPANY, N.A. (“BNY”), solely in its capacity as collateral agent under the Indenture Loan Documents (as hereinafter defined) (in such capacity, the “Collateral 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”).

R E C I T A L S:

A.The Borrowers and BNY, in its capacity as Trustee (in such capacity, the “Trustee”), have entered into an Indenture, dated as of December 20, 2004 (the “Indenture”), pursuant to which the Borrowers incurred indebtedness for certain notes (such notes, together with all other notes issued after the date hereof and exchange notes issued in exchange therefore, the “Notes”) in an aggregate principal amount at maturity of $125,000,000.  The repayment of the Indenture Secured Obligations (as hereinafter defined) is secured by security interests in and liens on the assets and properties described in the Senior Secured Note Security Agreement dated as of the date hereof (the “Indenture Security Agreement”) made by the Borrowers in favor of the Collateral Agent for the benefit of the Collateral Agent, the Trustee, and the Noteholders, a pledge agreement made by Robert R. Black, Sr., as trustee of the Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24, 2004 and R Black, Inc., a Nevada corporation in favor of the Collateral Agent for the benefit of the Collateral Agent, the Trustee, and the Noteholders (the “Indenture Parent Pledge Agreement”) and certain real property mortgages, including the Leasehold and Fee Deed of Trust, Security Agreement and Fixture Filing with Assignment of Rents dated as of the date hereof by and among ORP, as trustor, Transnation Title Insurance Company, as trustee, and the Trustee, as beneficiary and the Leasehold and Fee Deed of Trust, Security Agreement and Fixture Filing with Assignment of Rents dated as of December      , 2004, by and among VRCC, RBG, CBR, and OIO, as trustors, Nevada Title Company, as trustee, and the Trustee, together with such other mortgages, deeds of trust, assignments and other real property

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Liens as may be made as of the date hereof and from time to time hereafter, in each case, by a Borrower in favor of the Collateral Agent for the benefit of the Collateral Agent, the Trustee, and the Noteholders, (each a “Mortgage” and, together with the Indenture, the Indenture Security Agreement, the Indenture Pledge Agreement, and all other collateral or security documents in favor of the Collateral Agent or the Trustee now or hereafter executed and delivered in connection with the Indenture or the Indenture Security Agreement, the “Indenture Agreements”).

B.Borrowers and the Original Agent have entered into a Credit Agreement dated as of December     , 2004 (the “Original Loan Agreement”) pursuant to which the Original Agent and the lenders from time to time party thereto (the “Original Lenders”) agreed, upon the terms and conditions stated therein, to make loans and advances to and to issue letters of credit on account of the Borrower and the Guarantors up to the principal amount of $15,000,000, together with the fees, interest, expenses and other obligations due under the Original Loan Agreement.  The repayment of the Loan Agreement Priority Obligations (as hereinafter defined) is secured by security interests in and liens on the assets and properties described in the Security Agreement dated as of the date hereof (the “Loan Agreement Security Agreement”) made by the Borrowers in favor of the Agent for the benefit of the Lenders the Trademark Security Agreement, dated as of the date hereof, made by              in favor of the Agent for the benefit of the Lenders (collectively, the “Indenture Trademark Security Agreements”), a pledge agreement made by Robert R. Black, Sr., as trustee of the Robert R. Black Sr. Gaming Properties Trust u/a/d May 24, 2004 and R Black, Inc., a Nevada corporation in favor of the Agent for the Lenders (the “Loan Agreement Parent Pledge Agreement”) and certain real property mortgages (made as of the date hereof and from time to time hereafter, in each case, by a Borrower in favor of the Agent for the benefit of the Lenders, each a “Mortgage” and, together with the Loan Agreement, Loan Agreement Security Agreement, the Loan Agreement Parent Pledge Agreement, the Loan Agreement Trademark Security Agreement, and all Control Agreements (as defined in the Loan Agreement) executed and delivered in connection therewith, the “Loan Agreements”).

C.One of the conditions of the Original Loan Agreement is that the priority of the security interests in and liens on the Collateral to secure the Loan Agreement Priority Obligations be senior to the security interests in and liens on the Collateral to secure the Indenture Secured Obligations (as hereinafter defined), in the manner and to the extent provided in this Agreement.

D.The Agent and the Collateral Agent desire to enter into this Agreement concerning the respective rights of the Agent and the Collateral Agent with respect to the priority of their respective security interests in and liens on the Collateral.

E.The terms of the Indenture permit the Borrowers to enter into the Original Loan Documents, subject to compliance with certain conditions, and in connection

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therewith authorize and direct the Collateral Agent to enter into an intercreditor agreement substantially in the form of this Agreement.

F.In order to induce the Agent and Lenders to extend credit to the Borrowers and for purposes of certain conditions precedent and covenants of the Original Loan Agreement, the Agent and the Collateral Agent hereby agree as follows:

ARTICLE I.
DEFINITIONS

Section 1.01Terms Defined Above and in the Recitals.  As used in this Agreement, the following terms shall have the respective meanings indicated in the opening paragraph hereof and in the above Recitals:

“Agreement”

“Borrowers”

“Collateral Agent”

“Indenture Agreements”

“Indenture”

“Original Lenders”

“Original Loan Agreement”

“Original Loan Documents”

“Trustee”

Section 1.02Loan Agreement Definitions.  All capitalized terms which are used but not defined herein shall have the same meaning as in the Original Loan Agreement, as in effect on the date hereof.

Section 1.03Other Definitions.  As used in this Agreement, the following terms shall have the meanings set forth below:

“Agent” means the Original Agent, together with its successors, assigns, transferees, and any Person that has a similar title (such as “Agent” or “Administrative Agent”) under any Loan Agreement.

“Bankruptcy Code” means title 11 of the United States Code, as in effect from time to time.

“Capital Stock” means (a) in the case of a corporation, corporate stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited) and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of property of, the issuing Person.

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“Cash Collateral” means any Collateral consisting of cash or cash equivalents, any security entitlement (as defined in the New York Commercial Code) and any financial assets (as defined in the New York Commercial Code).

“Collateral” means all assets and properties and all interests in assets or properties now owned or hereafter acquired by any Borrower, any Guarantor or any other Person in or upon which a Lien is granted or purported to be granted under any of the Loan Documents or the Indenture Loan Documents and all products and proceeds of any of the foregoing.

“Control Collateral” means any Collateral consisting of a certificated security (as defined in the New York Commercial Code), investment property (as defined in the New York Commercial Code), a deposit account (as defined in the New York Commercial Code and any other Collateral as to which a Lien may be perfected through possession or control by the secured party, or any agent therefor.

“Default Notice” has the meaning set forth in Section 2.03.

“DIP Financing” has the meaning set forth in Section 6.01.

“Discharge of Loan Agreement Priority Obligations” means payment in full in cash of the Loan Agreement Priority Obligations (other than Loan Agreement Priority Obligations consisting of contingent indemnification obligations under the Lender Loan Documents) up to (but not in excess of) the Maximum Priority Debt Amount including, with respect to amounts available to be drawn under outstanding letters of credit issued thereunder (or indemnities issued pursuant thereto in respect of outstanding letters of credit), delivery of cash collateral or backstop letters of credit in respect thereof in compliance with the terms of the Loan Agreement, in each case, after or concurrently with termination of all commitments to extend credit thereunder.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Guarantor” means any Person that guarantees the Loan Agreement Priority Obligations.

“Indenture Loan Documents” shall mean the Indenture, the Notes, the Mortgages, the Indenture Agreements, the Notes, the Guarantees (as defined in the Indenture) of the Notes, the Registration Rights Agreement (as defined in the Indenture) and such other agreements, instruments and certificates as defined or referred to in the Indenture.

“Indenture Secured Obligations” shall mean all indebtedness represented by the Notes, together with interest, premiums, fees, costs and expenses in respect thereof

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(including, without limitation, attorneys fees and disbursements and including interest accrued after the initiation of any Insolvency Proceeding, whether or not allowed or allowable in any Insolvency Proceeding), and all other Obligations (as such term is defined in the Indenture) under any of the Indenture Loan Documents.

“Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

“Lenders” means the Original Lenders, together with all successors, assigns, transferees, participants, replacement or refinancing lenders, of the Original Lenders, including any Person designated as a Lender under any Loan Agreement.

“Lender Loan Documents” means the Loan Agreement, the “Loan Documents” as defined in the Original Loan Agreement, the collateral documents and instruments executed and delivered in connection therewith or in connection with any other Loan Agreement hereunder, and such other agreements, instruments and certificates as defined in a Loan Agreement.

“Lien” means any interest in an asset securing an obligation owed to, or a claim by, any Person other than the owner of the asset, irrespective of whether (a) such interest is based on the common law, statute, or contract, (b) such interest is recorded or perfected, and (c) such interest is contingent upon the occurrence of some future event or events or the existence of some future circumstance or circumstances.  Without limiting the generality of the foregoing, the term “Lien” includes the lien or security interest arising from a mortgage, deed of trust, encumbrance, pledge, hypothecation, assignment, deposit arrangement, security agreement, conditional sale or trust receipt, or from a lease, consignment, or bailment for security purposes and also includes reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Real Property.

“Lien Priority” means with respect to any Lien of the Agent or the Collateral Agent in the Collateral, the order of priority of such Lien as specified in Section 2.01.

“Loan Agreement” means the Original Loan Agreement as amended, restated, modified, renewed, refunded, replaced, or refinanced in whole or in part from time to time, including any agreement extending the maturity of, consolidating, otherwise restructuring (including adding Subsidiaries or affiliates of any Borrower or any other Persons as parties thereto) or refinancing all or any portion of the Obligations or Commitments as those terms are defined in the Original Loan Agreement (or in any other agreement that itself is a Loan Agreement hereunder) and whether by the same or any

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other agent, lender, or group of lenders and whether or not increasing the amount of indebtedness that may be incurred thereunder.

“Loan Agreement Priority Obligations” means all Obligations and all other amounts owing or due under the terms of the Loan Agreement and the other Lender Loan Documents, including any and all amounts payable under or in respect of the Lender Loan Documents, as amended, restated, modified, renewed, refunded, replaced, or refinanced in whole or in part from time to time, including principal, premium, interest, fees, attorneys’ fees, costs, charges, expenses, reimbursement obligations, any obligation to post cash collateral in respect of letters of credit or indemnities in respect thereof, indemnities, guarantees, and all other amounts payable thereunder or in respect thereof (including, in each case, all amounts accruing on or after the commencement of any Insolvency Proceeding relating to any Borrower, any other Person irrespective of whether a claim for all or any portion of such amounts is allowable or allowed in any Insolvency Proceeding).

“Loan Documents” means the Lender Loan Documents and the Indenture Loan Documents.

“Maximum Priority Debt Amount” means, as of any date of determination, (a) the principal amount (including the undrawn amount of Letters of Credit) of Loan Agreement Priority Obligations as of such date up to, but not in excess of, $15,000,000, plus (b) any premium, interest, fees, attorneys’ fees, costs, charges, expenses and indemnities, owed under the Loan Agreement or the other Lender Loan Documents or in respect of the Loan Agreement Priority Obligations and including, for each amount specified in clauses (a) and (b), all amounts accruing on or after the commencement of any Insolvency Proceeding relating to any Borrower or any other Person irrespective of whether a claim for all or any portion of such amount is allowable or allowed in any Insolvency Proceeding.

“Noteholders” means each of the holders of the Notes.

“Original Loan Agreement” shall have the meaning assigned to such term in the recitals to this Agreement.

“Party” means Agent and Collateral Agent.

“Person” means any natural person, corporation, limited liability company, limited partnership, general partnership, limited liability partnership, joint venture, trust, land trust, business trust, or other organization, irrespective of whether such organization is a legal entity, and shall include a government and any agency or political subdivision thereof.

“Proceeds” means (i) all “proceeds” as defined in Article 9 of the New York Commercial Code with respect to the Collateral, and (ii) whatever is recoverable or

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recovered when Collateral is sold, exchanged, collected, or disposed of, whether voluntarily or involuntarily.

“Recovery” has the meaning set forth in Section 5.03.

“Standstill Notice” means a written notice from or on behalf of Agent to the Collateral Agent stating that an Event of Default has occurred and stating that such written notice is a “Standstill Notice.”

“Standstill Period” has the meaning set forth in Section 2.03.

Rules of Construction.  Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the term “including” is not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.”  The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement.  Article, section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified.  Any reference in this Agreement to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein).  Any reference herein to any Person shall be construed to include such Person’s successors and assigns.

ARTICLE II.
LIEN PRIORITY

Section 2.01Agreement to Subordinate.  Notwithstanding the date, time, method, manner or order of grant, attachment, or perfection of any Liens granted to the Collateral Agent, the Trustee, or the Noteholders in respect of all or any portion of the Collateral or of any Liens granted to the Agent or any Lender in respect of all or any portion of the Collateral, or the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of Agent or any Lender or the Collateral Agent (or the Trustee or any Noteholder) in any Collateral or any provision of the Uniform Commercial Code, any other applicable law, the Indenture, the Loan Documents or any other circumstance whatsoever, the Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, hereby agrees that:

(a)(i) any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of the Collateral Agent, the Trustee, or any Noteholder that secures all or any portion of the Indenture Secured Obligations, shall in all respects be junior and subordinateto all Liens granted to the Agent or any Lender in the Collateral to secure all or any portion of the Loan Agreement Priority Obligations up to (but not in

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excess of) the Maximum Priority Debt Amount, and (ii) any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of the Agent that secures all or any portion of the Loan Agreement Priority Obligations in excess of the Maximum Priority Debt Amount, shall in all respects be junior and subordinate to all Liens granted to the Collateral Agent, the Trustee or any Noteholder in the Collateral to secure all or any portion of the Indenture Secured Obligations, and

(b)(i) any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of the Agent or any Lender that secures all or any portion of the Loan Agreement Priority Obligations up to (but not in excess of) the Maximum Priority Debt Amount, shall in all respects be senior and prior to all Liens granted to the Collateral Agent (or the Trustee or any Noteholder) in the Collateral to secure all or any portion of the Indenture Secured Obligations, and (ii) any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of the Collateral Agent, the Trustee, or any Noteholder that secures all or any portion of the Indenture Secured Obligations, shall in all respects be senior and prior to all Liens granted to the Agent in the Collateral to secure all or any portion of the Loan Agreement Priority Obligations in excess of the Maximum Priority Debt Amount,

The Collateral Agent, for and on behalf of itself, the Trustee and the Noteholders, acknowledges and agrees that, concurrently herewith, the Agent and the Lenders have been granted Liens upon all of the Collateral in which the Collateral Agent has been granted Liens and the Collateral Agent hereby consents thereto.  The Agent, for and on behalf of itself and the Lenders, acknowledges and agrees that the Collateral Agent, for the benefit of itself, the Trustee, and the Noteholders, has been granted Liens upon all of the Collateral and the Agent hereby consents thereto.  The subordination of Liens (up to (but not in excess of) the Maximum Priority Debt Amount) by the Collateral Agent, on behalf of itself, the Trustee, and the Noteholders in favor of the Agent herein shall not be deemed to subordinate the Collateral Agent’s Liens to the Liens of any other Person.  The subordination of Liens (in excess of the Maximum Priority Debt Amount) in favor of the Collateral Agent, for the benefit of itself, the Trustee and the Noteholders herein shall not be deemed to subordinate such Agent’s Liens to the Liens of any other Person.

Section 2.02Waiver of Right to Contest Liens.  The Collateral Agent agrees, on behalf of itself, the Trustee, and the Noteholders, that it and they shall not (and hereby waives, on behalf of itself and the Noteholders any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the Agent or Lenders in respect of the Collateral.  Prior to Discharge of the Loan Agreement Priority Obligations, the Collateral Agent, for itself, the Trustee, and on behalf of the Noteholders, agrees that none of the Collateral Agent, the Trustee, or the Noteholders will take any action that would hinder any exercise of remedies undertaken by the Agent or Lenders under the

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Lender Loan Documents, including any public or private sale, lease, exchange, transfer, or other disposition of the Collateral, whether by foreclosure or otherwise.  Prior to Discharge of the Loan Agreement Priority Obligations, the Collateral Agent, for itself, the Trustee, and on behalf of the Noteholders, hereby waives any and all rights it, the Trustee, or the Noteholders may have as a junior lien creditor or otherwise to contest, protest, object to, interfere with the manner in which the Agent or Lenders seek to enforce the Liens in any portion of the Collateral (it being understood and agreed that the terms of this Agreement shall govern with respect to the Collateral even if any portion of the Liens securing the Loan Agreement Priority Obligations are avoided, disallowed, set aside, or otherwise invalidated in any judicial proceeding or otherwise).  The Agent, for and on behalf of itself and the Lenders, agrees that it shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the Collateral Agent in respect of the Collateral.  Following the Discharge of Loan Agreement Priority Obligations, the Agent, for and on behalf of itself and the Lenders, agrees that it will not take any action that would hinder any exercise of remedies undertaken by the Collateral Agent, the Trustee, or any Noteholder under the Indenture Loan Documents, including any public or private sale, lease, exchange, transfer, or other disposition of the Collateral, whether by foreclosure or otherwise.  Following the Discharge of Loan Agreement Priority Obligations, the Agent hereby waives any and all rights it may have as a junior lien creditor or otherwise to contest, protest, object to, interfere with the manner in which the Collateral Agent, the Trustee or any Noteholder seeks to enforce the Liens in any portion of the Collateral (it being understood and agreed that the terms of this Agreement shall govern with respect to the Collateral even if any portion of the Liens securing the Indenture Secured Obligations are avoided, disallowed, set aside, or otherwise invalidated in any judicial proceeding or otherwise).

Section 2.03Remedies Standstill.  At any time after the occurrence and during the continuation of an Event of Default under any of the Loan Documents, the Agent may send a Standstill Notice to the Collateral Agent.  The Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees that from and after the date of its receipt of any Standstill Notice, none of the Collateral Agent, the Trustee, or any Noteholder will exercise any of its rights or remedies in respect of the collection on, set off against, marshalling of, or foreclosure on the Collateral or any other right relating to any Collateral (including the exercise of any voting rights relating to any Capital Stock constituting Collateral) under the Indenture Loan Documents, applicable law or otherwise as a secured creditor and will not take or receive any Collateral in connection with the exercise of any such right or remedy (including recoupment or set-off), whether under the Indenture Loan Documents, applicable law, in an Insolvency Proceeding or otherwise unless and until (a) the Agent has expressly waived or acknowledged the cure of the applicable Event of Default in writing or the Discharge of the Loan Agreement Priority Obligations shall have occurred, or (b) 120 days shall have elapsed from the date of the

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Collateral Agent’s receipt of such Standstill Notice, except with respect to any Collateral which the Agent is pursuing its rights or remedies as a secured creditor to effect the collection, foreclosure, sale, or other realization upon or disposition of such collateral.  From and after the earlier to occur of (i) the Collateral Agent’s receipt of such waiver or cure notice, or (ii) the elapsing of such 120th day period, any of the Collateral Agent, the Trustee, or any Noteholder may commence to exercise any of its rights and remedies as a secured creditor under the Indenture Loan Documents, applicable law or otherwise (subject to the provisions of this Agreement, including Section 4.02 hereof and except with respect to any such Collateral as to which the Lender is effecting the collection, foreclosure, sale or other realization upon or disposition of).  So long as the Agent has not sent a Standstill Notice to the Collateral Agent, the Collateral Agent may exercise its rights or remedies in respect of the Collateral under the Indenture Loan Documents after the 10th Business Day following receipt by the Agent of a Notice of Intent to Exercise (as defined below).  The Agent may only send 3 Standstill Notices following the date hereof (it being understood and agreed as clarification to the foregoing that no more than 3 Standstill Notices may be provided whether delivered hereunder or under any corresponding provision of any other agreement similar hereto that may be delivered pursuant to Section 7.16) and no Event of Default may serve as the basis for any subsequent Standstill Notice unless 120 consecutive days shall have elapsed from the date that such event of Default was cured or waived by the Agent , and no more than one Standstill Notice may be given by the Agent in any consecutive 365-day period.  The time period during which the Collateral Agent is not permitted to exercise rights or remedies under this section is referred to herein as the “Standstill Period.”  If at any time other than during any Standstill Period an “Event of Default” (as defined in the Indenture) has occurred and is continuing under the Indenture Loan Documents, and the Collateral Agent intends to exercise its rights or remedies under the Indenture Loan Documents, the Collateral Agent may do so only after sending a written notice (“Notice of Intent to Exercise”) no less than 10 Business Days and no more than 20 Business Days prior to the exercise of any such rights or remedies to the Agent.

Section 2.04Exercise of Rights.

(a)No Other Restrictions.  Except as expressly set forth in this Agreement, each of the Collateral Agent, the Trustee, the Noteholders, and the Agent shall have any and all rights and remedies it may have as a creditor under applicable law, including the rights to exercise all rights and remedies in foreclosure or otherwise with respect to any of the Collateral; provided, however, that any such exercise by the Collateral Agent, the Trustee or the Noteholders, and any collection or sale of all or any portion of the Collateral by the Collateral Agent, the Trustee or the Noteholders, shall be subject to the Liens of the Agent on the Collateral to the extent provided in Section 2.01 and to the provisions of this Agreement including Section 4.02 hereof.  In exercising rights and remedies with respect to the Collateral, the Agent may enforce the provisions of the Lender Loan Documents and exercise remedies thereunder, all in such order and in such manner as it may determine in the exercise of its sole discretion. Such exercise and

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enforcement shall include the sale, lease, license, or other disposition of all or any portion of the Collateral by private or public sale or any other means permissible under applicable law; provided, that the Agent agrees to provide copies of any notices that it is required under applicable law to deliver to the Borrowers to the Collateral Agent; provided further, that the failure to provide any such copies to the Collateral Agent shall not impair any of the Agent’s rights hereunder.

(b)Release of Liens.  In the event of any such private or public sale, Collateral Agent agrees, on behalf of itself, the Trustee, and the Noteholders, that such sale will be free and clear of the Liens securing the Indenture Secured Obligations and, if the sale or other disposition includes the Equity Interests in any Borrower, agrees to release the entities whose Equity Interests are sold from all Indenture Secured Obligations so long as Agent also releases the entities whose Equity Interests are sold from all Loan Agreement Priority Obligations, in each case, so long as the proceeds from such sale or other disposition of the Collateral are applied in accordance with the terms of this Agreement.  In furtherance thereof, Collateral Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by Agent in connection therewith, so long as the proceeds from such sale or other disposition of the Collateral are applied in accordance with the terms of this Agreement.

(c)Subject to Section 3.01, the Collateral Agent, the Trustee and the Noteholders may exercise, and nothing herein shall constitute a waiver of, any right it may have at law or equity to receive notice of, or to commence or join with any creditor in commencing any Insolvency Proceeding or to join or participate in, any action or proceeding or other activity described in Section 3.01; provided, however, that exercise of any such right by the Collateral Agent shall be subject to all of the terms and conditions of this Agreement, including the obligation to turn over Collateral and Proceeds to the Agent for application to the Discharge of the Loan Agreement Priority Obligations as provided in Section 4.02.

(d)The Collateral Agent may make such demands or file such claims in respect of the Indenture Secured Obligations as may be necessary to prevent the waiver or bar of such claims under applicable statutes of limitations or other statutes, court orders or rules of procedure, but except as provided in this Section 2.04, the Collateral Agent shall not take any actions restricted by this Agreement until the Discharge of Loan Agreement Priority Obligations shall have occurred.

(e)Following the Discharge of Loan Agreement Priority Obligations, the other provisions of this Section 2.04 shall apply to the Collateral Agent, for the benefit of itself, the Trustee and the Noteholders as if it was the Agent and the Agent was the Collateral Agent, mutatis mutandis.

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ARTICLE III.
ACTIONS OF THE PARTIES

Section 3.01Limitation on Certain Actions. Notwithstanding any other provision hereof, during any Standstill Period prior to the date that the Discharge of Loan Agreement Priority Obligations occurs, the Collateral Agent will not:

(a)commence receivership or foreclosure proceedings against Borrower, any Guarantor, or any Collateral;

(b)sell, collect, transfer or dispose of any Collateral or Proceeds; or

(c)notify third party account debtors to make payment directly to it or any of its agents or other Persons acting on its behalf.

Section 3.02Agent for Perfection.  Each of the Agent, for and on behalf of itself and the Lenders, and the Collateral Agent, for and on behalf of itself, the Trustee, and each Noteholder, as applicable, agree to hold all Control Collateral and Cash Collateral that is part of the Collateral in its respective possession, custody, or control (or in the possession, custody, or control of agents or bailees for either, as applicable) as agent for the other solely for the purpose of perfecting the security interest granted to each in such Control Collateral or Cash Collateral subject to the terms and conditions of this Section 3.02.  None of the Agent, the Lenders, the Collateral Agent, the Trustee, or the Noteholders, as applicable, shall have any obligation whatsoever to the others to assure that the Control Collateral is genuine or owned by any Borrower, or any other Person or to preserve rights or benefits of any Person.  The duties or responsibilities of the Agent and the Collateral Agent under this Section 3.02 are and shall be limited solely to holding or maintaining control of the Control Collateral and the Cash Collateral as agent for the other for purposes of perfecting the Lien held by the Collateral Agent or the Agent, as applicable.  The Agent is not and shall not be deemed to be a fiduciary of any kind for the Collateral Agent, the Trustee, the Noteholders or any other Person.  The Collateral Agent is not and shall not be deemed to be a fiduciary of any kind for the Agent or any other Person.  In the event that (a) any of the Collateral Agent, the Trustee, or any Noteholder receives any Proceeds or Collateral in contravention of the Lien Priority, or (b) the Agent receives any Proceeds or Collateral in contravention of the Lien Priority, it shall promptly pay over such Proceeds or Collateral to (i) in the case of clause (a), the Agent, or (ii) in the case of clause (b), the Collateral Agent, in the same form as received with any necessary endorsements, for application in accordance with the provisions of Section 4.02 of this Agreement.

ARTICLE IV.
NOTICES AND APPLICATION OF PROCEEDS

Section 4.01Notices of Exercise.  Concurrently with any exercise by the Collateral Agent of any of its rights and remedies under the Indenture Loan Documents following the occurrence of any default under the Indenture, the Notes, or the Indenture Loan Documents, the Collateral Agent shall give notice of such exercise to the Agent and shall only exercise such rights or remedies in a manner consistent with the terms of this

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Agreement.  Concurrently with any exercise by the Agent of any of its rights and remedies under the Lender Loan Documents following the occurrence of any default under the Lender Loan Documents, the Agent shall give notice of such exercise to the Collateral Agent and shall only exercise such rights or remedies in a manner consistent with the terms of this Agreement.

Section 4.02Application of Proceeds.

(a)Revolving Nature of Loan Agreement Priority Obligations.  As long as the Agent is not exercising any of its remedies as a secured creditor under the Lender Loan Documents and including during any Standstill Period, the Agent may apply any and all of the proceeds of the Collateral consisting of accounts receivable, other rights to payment or Cash Collateral in accordance with the provisions of the Lender Loan Documents, subject to the provisions of this Agreement, including Sections 3.02 and 4.02 hereof.  The Collateral Agent, for and on behalf of itself, the Trustee, and the Noteholders, expressly acknowledges and agrees that (a) any such application of the proceeds of accounts receivable, other rights to payment or Cash Collateral or the release of any Lien by the Agent upon any portion of the Collateral in connection with a Permitted Disposition (as that term is defined in the Loan Agreement) shall not be considered to be the exercise of remedies under this Agreement; and (b) all Proceeds or Cash Collateral received by Agent in connection therewith may be applied, reversed, reapplied, credited or reborrowed, in whole or in part, as Loan Agreement Priority Obligations without reducing the Maximum Priority Debt Amount, except to the extent that such amounts are applied to permanently reduce the aggregate revolver commitments in accordance with the Loan Agreement, in which case the Maximum Priority Debt Amount shall be automatically reduced by such amount.

(b)Turnover of Cash Collateral After Payment.  Upon the Discharge of the Loan Agreement Priority Obligations, the Agent shall deliver to the Collateral Agent or execute such documents as the Collateral Agent may reasonably request to cause the Collateral Agent to have control over any Cash Collateral or Control Collateral still in Agent’s possession, custody or control in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, to be applied by the Collateral Agent to the Indenture Secured Obligations.  Proceeds of any exercise by the Agent or the Collateral Agent, as applicable, of any of their respective secured creditor rights or remedies under any of the Loan Documents, under applicable law, or otherwise with respect to any Collateral or Proceeds, shall be (a) until the Discharge of the Loan Agreement Priority Obligations, retained by the Agent or promptly turned over by the Collateral Agent, the Trustee, or any Noteholder, as the case may be, to the Agent in the same form as received, with any necessary endorsements, (b) after the Discharge of the Loan Agreement Priority Obligations and until all Indenture Secured Obligations have been paid in full in cash, retained by the Collateral Agent or promptly turned over by the Agent to the Collateral Agent in the same form as received, with any necessary endorsements, and (c) if there are any amounts still due or any obligations

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outstanding to the Agent under the Lender Loan Documents in excess of the Maximum Priority Debt Amount after the payment in full in cash of all Indenture Secured Obligations, shall be retained by the Agent or promptly turned over by the Collateral Agent to the Agent in the same form as received, with any necessary endorsements.

(c)Application of Proceeds.  The Agent and the Collateral Agent hereby agree thatall Collateral and all Proceeds received by either of them upon the exercise of any their secured creditor rights or remedies under any of the Loan Documents, applicable law, or otherwise shall be applied,

first, to the payment of costs and expenses of the Agent, the Lenders, or of the Collateral Agent, the Trustee, and the Noteholders, as applicable, in connection with such exercise,

second, to the payment of the Loan Agreement Priority Obligations up to (but not in excess of) the Maximum Priority Debt Amount,

third, to the payment of the Indenture Secured Obligations, and

fourth, to the payment of any Loan Agreement Priority Obligations in excess of the Maximum Priority Debt Amount.

In exercising remedies, whether as a secured creditor or otherwise, the Agent shall have no obligation or liability to the Collateral Agent, the Trustee, or to any Noteholder and the Collateral Agent shall have no obligation or liability to the Agent or any Lender regarding the adequacy of any Proceeds or for any action or omission save and except solely an action or omission that breaches the express obligations undertaken by each Party under the terms of this Agreement.

Section 4.03Specific Performance.  Each of the Agent and the Collateral Agent is hereby authorized to demand specific performance of this Agreement, whether or not any Borrower shall have complied with any of the provisions of any of the Loan Documents, at any time when the other shall have failed to comply with any of the provisions of this Agreement applicable to it; provided, however, the remedy of specific performance shall not be available, and the asserting party shall be free to assert any and all legal defenses it may possess, if such remedy would result in, or otherwise constitute, a violation of the Employee Retirement Income Security Act of 1974, as amended.  Each of the Agent and the Collateral Agent hereby irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance.

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ARTICLE V.
INTERCREDITOR ACKNOWLEDGEMENTS AND WAIVERS

Section 5.01Notice of Acceptance and Other Waivers.

(a)All Loan Agreement Priority Obligations at any time made or incurred by any Borrower or any of its Subsidiaries shall be deemed to have been made or incurred in reliance upon this Agreement, and the Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, hereby waives (i) notice of acceptance, or proof of reliance, by the Agent or any Lender of this Agreement, and (ii) notice of the existence, renewal, extension, accrual, creation, or non-payment of all or any part of the Loan Agreement Priority Obligations.  None of the Agent, the Lenders, or any of their respective affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect, or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral or to take any other action whatsoever with regard to the Collateral or any part thereof, except as specifically provided in this Agreement.  If the Agent or any Lender honors (or fails to honor) a request by any Borrower for an extension of credit pursuant to the Loan Agreement or any of the Lender Loan Documents, whether Agent or such Lender has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of the Indenture or any Indenture Loan Document or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if Agent or any Lender otherwise should take or fail to take any action under or exercise any of its contractual rights or remedies under the Lender Loan Documents (subject to the express terms and conditions hereof), neither the Agent nor any Lender shall have any liability whatsoever to the Collateral Agent, the Trustee or any Noteholder as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement).  The Agent and the Lenders will be entitled to manage and supervise its loans and extensions of credit under the Loan Agreement and other Lender Loan Documents as the Agent and Lenders may, in their sole discretion, deem appropriate, and the Agent and the Lenders may manage their loans and extensions of credit without regard to any rights or interests that the Collateral Agent, the Trustee, or any of the Noteholders have in the Collateral or otherwise except as otherwise expressly set forth in this Agreement.  The Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees that neither the Agent nor any Lender shall incur any liability as a result of a sale, lease, license, or other disposition of the Collateral, or any part thereof, pursuant to the Lender Loan Documents conducted in accordance with mandatory provisions of applicable law.

(b)All Indenture Secured Obligations at any time made or incurred by any Borrower or any of its Subsidiaries shall be deemed to have been made or incurred in reliance upon this Agreement, and the Agent and each Lender hereby waives (i) notice of acceptance, or proof of reliance, by the Collateral Agent, on behalf of itself, the Trustee and the Noteholders, of this Agreement, and (ii) notice of the existence, renewal,

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extension, accrual, creation, or non-payment of all or any part of the Indenture Secured Obligations.  None of Collateral Agent, Trustee, or any of the Noteholders nor any of their affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect, or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral or to take any other action whatsoever with regard to the Collateral or any part thereof, except as specifically provided in this Agreement.  If Collateral Agent, Trustee, or any of the Noteholders should take or fail to take any action under or exercise any of their contractual rights or remedies under the Indenture Agreements (subject to the express terms and conditions hereof), none of Collateral Agent, Trustee, or any of the Noteholders shall have any liability whatsoever to the Agent or the Lenders as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement).  The Collateral Agent, Trustee, and Noteholders will be entitled to manage and supervise the Indenture Secured Obligations and their rights under the Indenture Loan Documents as they may, in their sole discretion, deem appropriate, and they may manage without regard to any rights or interests that the Agent has in the Collateral or otherwise except as otherwise expressly set forth in this Agreement.  Subject to Section 2.03, the Agent on behalf of itself and the Lenders, agrees that none of the Collateral Agent, the Trustee, or the Noteholders shall incur any liability as a result of a sale, lease, license, or other disposition of the Collateral, or any part thereof, pursuant to the Indenture Loan Documents conducted in accordance with mandatory provisions of applicable law.

Section 5.02Modifications to Lender Loan Documents and Indenture Agreements.

(a)The Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, hereby agrees that, without affecting the obligations of the Collateral Agent, the Trustee and the Noteholders hereunder, the Agent and the Lenders may, at any time and from time to time, in its sole discretion without the consent of or notice to the Collateral Agent, the Trustee or any Noteholder (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement), and without incurring any liability to the Collateral Agent, the Trustee or any Noteholder or impairing or releasing the subordination provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify the Loan Agreement or any of the Lender Loan Documents in any manner whatsoever, including, to

(i)change the manner, place, time, or terms of payment or renew or alter, all or any of the Loan Agreement Priority Obligations or otherwise amend, restate, supplement, or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part of the Loan Agreement Priority Obligations or any of the Lender Loan Documents,

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(ii)retain or obtain a Lien on any property of any Person to secure any of the Loan Agreement Priority Obligations, and in that connection to enter into any additional Lender Loan Documents,

(iii)amend, or grant any waiver, compromise or release with respect to, or consent to any departure from, any guaranty or other obligations of any Person obligated in any manner under or in respect of the Loan Agreement Priority Obligations,

(iv)release its Lien on any Collateral or other property,

(v)exercise or refrain from exercising any rights against any Borrower or any other Person,

(vi)retain or obtain the primary or secondary obligation of any other Person with respect to any of the Loan Agreement Priority Obligations, and

(vii)otherwise manage and supervise the Loan Agreement Priority Obligations as the Agent and the Lenders shall deem appropriate.

(b)The Agent, on behalf of itself and the Lenders, hereby agrees that Collateral Agent, on behalf of itself, the Trustee, and the Noteholders may, at any time and from time to time, in its sole discretion without the consent of or notice to the Agent (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement), and without incurring any liability to the Agent, on behalf of itself and the Lenders, or impairing or releasing the subordination provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify the Indenture Agreements in any manner whatsoever, provided, however, that in no event shall Collateral Agent, the Trustee, or any Noteholder obtain a Lien on any assets of Borrower or any Guarantor not constituting Collateral unless (i) Agent also obtains a Lien on such assets or (ii) Agent declines in a writing to Collateral Agent to obtain a Lien on such assets.

(c)Notwithstanding anything to the contrary herein, this Section 5.02 shall not be construed to constitute a waiver by the Collateral Agent, the Trustee, or any Noteholder of Section 4.12 of the Indenture.

(d)Notwithstanding anything to the contrary herein, until the Discharge of Loan Agreement Priority Obligations shall have occurred, in no event shall the aggregate principal amount of Indebtedness represented by any notes issued pursuant to the Indenture, including any Notes (or represented by any other evidence of indebtedness for borrowed money under the Notes or the Indenture) at any time exceed an aggregate principal amount equal to $125,000,000.

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Section 5.03Reinstatement and Continuation of Agreement.

(a)If Agent or any Lender is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Borrower, any of its Subsidiaries or any other Person any amount (a “Recovery”), then the Loan Agreement Priority Obligations shall be reinstated to the extent of such Recovery.  If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the parties hereto from such date of reinstatement.  All rights, interests, agreements, and obligations of the Collateral Agent, the Trustee, the Agent, the Lenders, and the Noteholders under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of any Insolvency Proceeding by or against any Borrower, any of its Subsidiaries or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Borrower, or any Subsidiary in respect of the Loan Agreement Priority Obligations.  No priority or right of the Agent and the Lenders shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any Borrower, any of its Subsidiaries or by the noncompliance by any Person with the terms, provisions, or covenants of the Loan Agreement, the Indenture or any of the other Loan Documents or Indenture Loan Documents, regardless of any knowledge thereof which the Agent or any Lender may have.

(b)If Collateral Agent, the Trustee, or any Noteholder is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Borrower, any of its Subsidiaries or any other Person a Recovery, then the Indenture Secured Obligations shall be reinstated to the extent of such Recovery.  No priority or right of the Collateral Agent, the Trustee, or any Noteholder shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any Borrower, or any of its Subsidiaries or by the noncompliance by any Person with the terms, provisions, or covenants of the Loan Agreement, the Indenture or any of the other Loan Documents or Indenture Loan Documents, regardless of any knowledge thereof which the Collateral Agent, the Trustee, or any Noteholder may have.

ARTICLE VI.
INSOLVENCY PROCEEDINGS

Section 6.01DIP Financing.  If any Borrower or any of its Subsidiaries shall be subject to any Insolvency Proceeding and the Agent or any Lender shall desire, prior to the Discharge of Loan Agreement Priority Obligations, to permit the use of cash collateral or to permit any Borrower, or any of its Subsidiaries to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision under the law applicable to any Insolvency Proceeding (“DIP Financing”) to be secured by all or any portion of the Collateral, then the Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees that it will raise no objection to such use of cash

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collateral or DIP Financing and will not request adequate protection or any other relief in connection with its or their interest in any such Collateral except to the extent specified in this Section 6.01 and in Section 6.02.  To the extent the Liens securing the Loan Agreement Priority Obligations are subordinated or pari passu with such DIP Financing, the Collateral Agent, for and on behalf of itself, the Trustee, and the Noteholders, hereby agrees that its Liens in the Collateral shall be subordinated to such DIP Financing (and all obligations relating thereto) upon the terms and conditions specified in this Agreement.  Until the Discharge of Loan Agreement Priority Obligations has occurred, the Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees that none of them shall seek relief from the automatic stay or any other stay in any Insolvency Proceeding in respect of the Collateral and will not provide or offer to provide any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the Loan Agreement Priority Obligations, in each case unless the Agent otherwise has provided its express written consent.

Section 6.02No Contest.  The Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees that, prior to the Discharge of Loan Agreement Priority Obligations, none of them shall contest (or support any other Person contesting) (a) any request by the Agent or any Lender for adequate protection, or (b) any objection by the Agent or any Lender to any motion, relief, action, or proceeding based on Agent or any Lender claiming that their interests in the Collateral are not adequately protected or any other similar request under any law applicable to an Insolvency Proceeding. Notwithstanding the foregoing, in any Insolvency Proceeding, if the Agent or any Lender is granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision under the law applicable to any Insolvency Proceeding, then the Collateral Agent, on behalf of itself, the Trustee, or any of the Noteholders, may seek or request adequate protection in the form of a Lien on such additional collateral, which Lien hereby is and shall be deemed to be subordinated to the Liens securing the Loan Agreement Priority Obligations up to (but not in excess of) the Maximum Priority Debt Amount and such DIP Financing (and all obligations relating thereto) on the same basis as the Lien Priority.  In the event the Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, seeks or requests adequate protection and such adequate protection is granted in the form of Liens in respect of additional collateral, then the Collateral Agent, on behalf of itself, the Trustee, and each of the Noteholders, agrees that the Agent and Lenders also shall be granted a senior Lien on such additional collateral as security for the Loan Agreement Priority Obligations (and for any such DIP Financing) and that any Lien on such additional collateral securing the Indenture Secured Obligations shall be subordinated to the Liens in respect of such additional collateral securing the Loan Agreement Priority Obligations up to (but not in excess of) the Maximum Priority Debt Amount and any such DIP Financing and any other Liens granted to the Agent as adequate protection on the same basis as the Lien Priority and subject to the other terms and conditions of this Agreement.  Nothing contained herein shall prohibit or in any way limit the Agent and the Lenders, prior to the

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Discharge of Loan Agreement Priority Obligations, from objecting in any Insolvency Proceeding or otherwise to any action taken by the Collateral Agent, the Trustee or any of the Noteholders, including the seeking by the Collateral Agent, the Trustee or any Noteholder of adequate protection or the asserting by the Collateral Agent, the Trustee or any Noteholder of any of its rights and remedies under the Indenture Loan Documents or otherwise.

Section 6.03Asset Sales.  The Collateral Agent agrees, on behalf of itself, the Trustee, and the Noteholders, that prior to the Discharge of Loan Agreement Priority Obligations, it will not oppose any sale consented to by Agent or any Lender of Collateral pursuant to Section 365(f) of Title 11 of the United States Code (or any similar provision in any other applicable Bankruptcy Law) so long as the proceeds of such sale are applied in accordance with this Agreement.

Section 6.04Enforceability.  The provisions of this Agreement are intended to be and shall be enforceable under Section 510 of Title 11 of the United States Code.  The Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees that all distributions that the Collateral Agent, the Trustee, or any Noteholder receives in any Insolvency Proceeding on account of the Collateral or Proceeds shall be held in trust by such Person and turned over to the Agent for application in accordance with Section 4.02 of this Agreement.  To the extent that any amounts received by the Collateral Agent, the Trustee, or any Noteholder are paid over in connection with this provision, the obligations owed by any Borrower to such Person will be deemed to be reinstated to the extent of the amounts so paid over.

ARTICLE VII.
MISCELLANEOUS

Section 7.01Rights of Subrogation.  The Collateral Agent agrees that no payment or distribution to the Agent or any Lender pursuant to the provisions of this Agreement shall entitle the Collateral Agent, the Trustee, or any Noteholder to exercise any rights of subrogation in respect thereof until the Discharge of Loan Agreement Priority Obligations shall have occurred.  Following the Discharge of Loan Agreement Priority Obligations, the Agent agrees to execute such documents, agreements, and instruments as the Collateral Agent, the Trustee or any Noteholder may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Loan Agreement Priority Obligations resulting from payments or distributions to the Agent by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Agent are paid by such Person upon request for payment thereof.

Section 7.02Further Assurances.  The Parties will, at their own expense and at any time and from time to time, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that either Party may reasonably request, in order to protect any right or interest granted or

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purported to be granted hereby or to enable the Agent or the Collateral Agent to exercise and enforce its rights and remedies hereunder; provided, however, that no Party shall be required to pay over any payment or distribution, execute any instruments or documents, or take any other action referred to in this Section 7.02 to the extent that such action would contravene any law, order or other legal requirement, and in the event of a controversy or dispute, such Party may interplead any payment or distribution in any court of competent jurisdiction, without further responsibility in respect of such payment or distribution under this Section 7.02.

Section 7.03Representations.  The Original Agent represents and warrants to the Collateral Agent that it has the requisite power and authority under the Original Loan Agreement to enter into, execute, deliver, and carry out the terms of this Agreement.  The Collateral Agent represents and warrants that it has the requisite power and authority under the Indenture to enter into, execute, deliver, and carry out the terms of this Agreement on behalf of itself, the Trustee, and the Noteholders.

Section 7.04Amendments.  No amendment or waiver of any provision of this Agreement nor consent to any departure by any Party hereto shall be effective unless it is in a written agreement executed by the Collateral Agent and the Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Section 7.05Addresses for Notices.  All demands, notices and other communications provided for hereunder shall be in writing and, if to the Collateral Agent, mailed or sent by telecopy or delivered to it, addressed to it as follows:

The Bank of New York Trust Company, N.A.
One Wall Street
New York, New York  10286
Attention:  Corporate Trust Department
Telephone:  (212) 852-1662
Facsimile:  (212) 852-1626

With a copy to:
	Attention:
	Facsimile:

and if to the Agent, mailed, sent or delivered thereto, addressed to it as follows:

Wells Fargo Foothill, Inc.
2450 Colorado Avenue

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Suite 3000 West
Santa Monica, CA  90404
Attention:  Structured Finance Division Management
Facsimile:  (310) 453-7442

With a copy to:

Paul, Hastings, Janofsky & Walker LLP
515 South Flower Street, 25th Floor
Los Angeles, California  90071
Attention:  John Francis Hilson, Esq.
Facsimile:  (213) 627-0705

or as to any party at such other address as shall be designated by such party in a written notice to the other parties complying as to delivery with the terms of this Section 7.05.  All such demands, notices and other communications shall be effective, when mailed, two business days after deposit in the mails, postage prepaid, when sent by telecopy, when receipt is acknowledged by the receiving telecopy equipment (or at the opening of the next business day if receipt is after normal business hours), or when delivered, as the case may be, addressed as aforesaid.

Section 7.06No Waiver, Remedies.  No failure on the part of any Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.  The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 7.07Continuing Agreement, Transfer of Priority Obligations.  This Agreement is a continuing agreement and shall (i) remain in full force and effect until the Discharge of the Loan Agreement Priority Obligations shall have occurred and the Indenture Secured Obligations shall have been paid in full, (ii) be binding upon the Parties and their successors and assigns, and (iii) inure to the benefit of and be enforceable by the Parties and their respective successors, transferees and assigns.  Without limiting the generality of the foregoing clause (iii), the Agent or any Lender or the Collateral Agent, the Trustee, or any Noteholder may assign or otherwise transfer all or any portion of the Loan Agreement Priority Obligations or the Indenture Secured Obligations, as applicable, to any other Person (other than Borrower, any Guarantor or any Affiliate of Borrower and any Subsidiary of Borrower or any Guarantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the Agent or any Lender or the Collateral Agent, the Trustee, or any Noteholder, as the case may be, herein or otherwise.

Section 7.08Governing Law:  Entire Agreement.  This Agreement 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,

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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) except as otherwise preempted by applicable federal law.  This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

Section 7.09Counterparts.  This Agreement maybe executed in any number of counterparts (including via facsimile), and it is not necessary that the signatures of all Parties be contained on any one counterpart hereof, each counterpart will be deemed to be an original, and all together shall constitute one and the same document.

Section 7.10No Third Party Beneficiary.  This Agreement is solely for the benefit of the Parties (and their permitted assignees).  No other Person (including any Borrower, or any Affiliate of Borrower and any Subsidiary of Borrower) shall be deemed to be a third party beneficiary of this Agreement.

Section 7.11Headings.  The headings of the articles and sections of this Agreement are inserted for purposes of convenience only and shall not be construed to affect the meaning or construction of any of the provisions hereof

Section 7.12Severability.  If any of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement and shall not invalidate the Lien Priority or any other priority set forth in this Agreement.

Section 7.13Collateral Agent Status.  Nothing in this Agreement shall be construed to operate as a waiver by the Collateral Agent, with respect to any Borrower, any of its Subsidiaries, the Trustee, or any Noteholder, of the benefit of any exculpatory rights, privileges, immunities, indemnities, or reliance rights contained in the Indenture or any of the other Indenture Loan Documents.  For all purposes of this Agreement, the Collateral Agent may (a) rely in good faith, as to matters of fact, on any representation of fact believed by the Collateral Agent to be true (without any duty of investigation) and that is contained in a written certificate of any authorized representative of the Borrowers or of the Lenders, and (b) assume in good faith (without any duty of investigation), and rely upon, the genuineness, due authority, validity, and accuracy of any certificate, instrument, notice, or other document believed by it in good faith to be genuine and presented by the proper person.  Each Borrower and Agent expressly acknowledge that the subordination and related agreements set forth herein by the Collateral Agent are made solely in its capacity as Collateral Agent under the Indenture with respect to the Notes issued thereunder and the other Indenture Loan Documents and are not made by the Collateral Agent in its individual commercial capacity.

Section 7.14Acknowledgment.  Each Borrower hereby acknowledges that it has received a copy of this Agreement and consents thereto, and agrees to recognize all rights granted thereby to the Agent and the Collateral Agent and will not do any act or perform

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any obligation which is not in accordance with the agreements set forth in this Agreement.  Each Borrower further acknowledges and agrees that it is not an intended beneficiary or third party beneficiary under this Agreement.

Section 7.15VENUE; JURY TRIAL WAIVER.

(a)THE PARTIES HERETO AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE CITY OF NEW YORK OR THE SOUTHERN DISTRICT OF NEW YORK, PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT LENDER’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE LENDER ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  EACH PARTY HERETO WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 7.15.

(b)EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.  EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

Section 7.16Intercreditor Agreement.  This Agreement is the Intercreditor Agreement referred to in the Indenture.  If this Agreement or all or any portion of either Party’s rights or obligations hereunder are assigned or otherwise transferred to any other Person, such other Person shall execute and deliver an agreement containing terms substantially identical to those contained in this Agreement.

Section 7.17Gaming Laws.

(a)The Collateral Agent and the Agent acknowledge, understand and agree that the Gaming Laws may impose certain licensing or transaction approval requirements prior to the exercise of the rights and remedies granted to them under this Agreement with respect to the Collateral subject to the Gaming Laws.

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(b)If any consent under the Gaming Laws is required in connection with the taking of any of the actions which may be taken by either the Collateral Agent or the Agent in the exercise of their rights hereunder, then agrees to use its best efforts to secure such consent and to cooperate with the other party in obtaining any such consent.  Upon the occurrence and during the continuation of any event of default under any Loan Document, each party shall promptly execute and/or cause the execution of all applications, certificates, instruments, and other documents and papers that the Collateral Agent or the Agent may be required to file in order to obtain any necessary approvals under the Gaming Laws.

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IN WITNESS WHEREOF, the Agent, the Collateral Agent, and the Borrowers have caused this Agreement to be duly executed and delivered as of the date first above written.

AGENT:	WELLS FARGO FOOTHILL, INC.,
	a California corporation
	By:	/s/ Lisa Cooley
		Name:	Lisa Cooley
		Title:	Vice President

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COLLATERAL AGENT:	THE BANK OF NEW YORK TRUST COMPANY, N.A.,
	solely in its capacity as Collateral Agent (and
	not individually)
	By:	/s/ Sandeé Parks
		Name:	Sandeé Parks
		Title:	Vice President

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Borrower:

	B & B B, INC. a Nevada corporation
	By:	/s/ Robert R. Black, Sr.
	Title:	Chief Executive Officer
	CASABLANCA RESORTS, LLC, a Nevada limited liability company
	By:	/s/ Robert R. Black, Sr.
	Title:	Manager of its Manager, RBG, LLC
	OASIS INTERVAL MANAGEMENT, LLC, a Nevada limited liability company
	By:	/s/ Robert R. Black, Sr.
	Title:	Manager
`	OASIS INTERVAL OWNERSHIP, LLC, a Nevada limited liability company
	By:	/s/ Robert R. Black, Sr.
	Title:	Manager
	OASIS RECREATIONAL PROPERTIES, INC. a Nevada corporation
	By:	/s/ Robert R. Black, Sr.
	Title:	President
	RBG, LLC, a Nevada limited liability company
	By:	/s/ Robert R. Black, Sr.
	Title:	Manager

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VIRGIN RIVER CASINO CORPORATION a Nevada corporation
By:	/s/ Robert R. Black, Sr.
Title:	Chief Executive Officer

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EX-2.21

Exhibit 2.21

Prepared By and Upon

Recordation Return To:

The Bank of New York

101 Barclay Street - 21W

New York, New York  10286

Attention:  Corporate Trust Administration

LEASEHOLD AND FEE DEED OF TRUST, SECURITY AGREEMENT AND
FIXTURE FILING WITH ASSIGNMENT OF RENTS

VIRGIN RIVER CASINO CORPORATION,

RBG, LLC,

CASABLANCA RESORTS, LLC, and

OASIS INTERVALOWNERSHIP, LLC,

as Trustors

NEVADA TITLE COMPANY,

as Trustee

THE BANK OF NEW YORK,

as Beneficiary

Dated as of December 16, 2004

LEASEHOLD AND FEE DEED OF TRUST, SECURITY AGREEMENT AND

FIXTURE FILING WITH ASSIGNMENT OF RENTS

THIS LEASEHOLD AND FEE DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING WITH ASSIGNMENT OF RENTS (the “Deed of Trust”) is made as of the [  ]th day of December, 2004 by and among Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), CasaBlanca Resorts, LLC, a Nevada limited-liability company (“Resorts”), and Oasis Interval Ownership, LLC, a Nevada limited-liability company (“Oasis Interval” and, collectively with RBG and Virgin River, the “Trustors,” which term includes any successors under this Deed of Trust), each of whose principal place of business is located at the location set forth opposite its name on Schedule 4.2(ii) hereto, in favor of Nevada Title Company (“Trustee”), for the benefit of The Bank of New York, a New York banking corporation, as Collateral Agent (“Beneficiary”), whose principal place of business is located at 101 Barclay Street - 21W, New York, New York  10286, in its capacity as trustee under the Indenture for the ratable benefit of the Holders.  Unless the context otherwise requires, all capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the “Indenture” (as hereinafter defined).  Attached hereto as Schedule 1.1 is a list of certain definitions for which reference should be made to the Indenture.

THE MAXIMUM AMOUNT OF PRINCIPAL TO BE SECURED HEREBY IS $120,000,000 OF THE “SECURED OBLIGATIONS” (as hereinafter defined); PROVIDED THAT IN NO EVENT SHALL THE AGGREGATE PRINCIPAL BALANCE SECURED HEREBY, EXCLUSIVE OF INTEREST, FEES AND EXPENSES, FOR THE BENEFIT OF THE HOLDERS EXCEED $120,000,000.

RECITALS

A.            Pursuant to that certain Indenture dated as of December [   ], 2004 (as supplemented and otherwise amended from time to time, the “Indenture”), by and among Virgin River, RBG, and B & BB, Inc., a Nevada corporation (“B & BB” and, collectively, the “Issuers”), the Guarantors (as defined therein), and Beneficiary, as trustee thereunder (in such capacity, the “Indenture Trustee”), Issuers shall issue [    ]% Senior Secured Notes due 2011 in an aggregate principal amount of up to the maximum amount of $120,000,000 (collectively, the “Notes”).

B.            Pursuant to a guarantee included in Article XI of the Indenture and endorsed on the Notes (as such guarantee may be amended from time to time, the “Guarantee”), the Guarantors (including Resorts and Oasis) have Guaranteed the Obligations of Issuers under the Notes, the Indenture and the other “Indenture Documents” (as hereinafter defined) to which Issuers are a party.

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C.            Pursuant to the Indenture, the Notes and the Guarantees are required to be secured by, among other things, this Deed of Trust.

D.            The parties acknowledge that certain provisions of this Deed of Trust may be subject to the laws, rules and regulations of the Gaming Authorities (“Applicable Gaming Laws”).

WITNESSETH:

IN CONSIDERATION OF THE FOREGOING PREMISES AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, EACH TRUSTOR DOES HEREBY IRREVOCABLY GRANT, BARGAIN, SELL, TRANSFER, CONVEY AND ASSIGN to Trustee, its successors and assigns, IN TRUST, WITH POWER OF SALE, for the benefit and security of Beneficiary, as agent and representative for the equal and ratable benefit of the Holders, the following (but excluding in each and every case all Excluded Assets (as hereinafter defined)), whether now owned or hereafter acquired:

GRANTING CLAUSE ONE

[Land]

All of the right, title and interest of each Trustor in the real property, located in the County of Clark, State of Nevada, described in Exhibit A attached hereto and by this reference incorporated herein (the “Owned Land”), together with all and singular the tenements, hereditament, rights, reversions, remainders, development rights, privileges, benefits, easements (in gross or appurtenant), rights-of-way, gores or strips of land, streets, ways, alleys, passages, sewer rights, water courses, water rights and powers, and all appurtenances whatsoever and claims or demands of each Trustor at law or in equity, in any way belonging, benefitting, relating or appertaining to the Owned Land, the airspace over the Owned Land, the “Improvements” (as hereinafter defined), or both, or which hereinafter shall in any way belong, relate or be appurtenant thereto.

To the fullest extent allowed by “Applicable Law” (as hereinafter defined) and the Ground Lease (as hereinafter defined), all of the right, title and interest of each Trustor in the leasehold estate created by those certain lease agreements described in Exhibit B-1 attached hereto and by this reference incorporated herein (“Ground Lease”), by and between any Trustor, as lessee, and that certain party referenced on said Exhibit, as lessor (“Lessor”), as the same may be amended, restated, renewed or extended from time to time, in that certain real property, located in the County of Clark, State of Nevada and County, described in Exhibit B-2 (the “Leased Land”), together with all and singular the tenements, hereditament, rights,

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reversions, remainders, development rights, privileges, benefits, easements (in gross or appurtenant), rights-of-way, gores or strips of land, streets, ways, alleys, passages, sewer rights, water courses, water rights and powers, and all appurtenances whatsoever and claims or demands of the Trustors at law or in equity, in any way belonging, benefitting, relating or appertaining to the Leased Land, the airspace over the Leased Land, the “Improvements” (as hereinafter defined), or both, or which hereinafter shall in any way belong, relate or be appurtenant thereto.

The Owned Land and the Leased Land shall collectively be referred to as the “Land.”

GRANTING CLAUSE TWO

[Improvements]

TOGETHER WITH, any and all structures, buildings, facilities and improvements of every nature whatsoever now or hereafter erected on the Land, including, but not limited to, the “Fixtures” (as hereinafter defined) (collectively, the “Improvements”) (the Land and Improvements are referred to collectively as the “Property”).

For purposes of this Deed of Trust, Fixtures shall be deemed to include, to the full extent allowed by law, fixtures and all other equipment and machinery now or at any time hereafter owned by any Trustor and located or included in or on or appurtenant to the Property and used in connection therewith and which are or become so related to the real property encumbered hereby that an interest arises in them under real estate law which may include, but is not limited to: all docks, piers, barges, vessels, machinery, equipment (including, without limitation, pipes, furnaces, conveyors, drums, fire sprinklers and alarm systems, and air conditioning, heating, refrigerating, electronic monitoring, stoves, ovens, ranges, dishwashers,  disposals, food storage, food processing (including restaurant fixtures), trash and garbage removal and maintenance equipment), office equipment, all built-in tables, chairs, mantels, screens, plumbing, bathtubs, sinks, basins, faucets, laundry equipment, planters, desks, sofas, shelves, lockers and cabinets, laundry equipment, all safes, furnishings, appliances (including, without limitation, food warming and holding equipment,  iceboxes, refrigerators, fans, heaters, water heaters and incinerators), rugs, carpets and other floor coverings, draperies and drapery rods and brackets, awnings, window shades, venetian blinds, curtains, lamps, chandeliers and other lighting fixtures.

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GRANTING CLAUSE THREE

[Rents, etc.]

TOGETHER WITH, all rents, income, security or similar deposits, including without limitation, receipts, issues, royalties, earnings, products or proceeds, profits, maintenance, license and concession fees and other revenues to which any Trustor may now or hereafter be entitled, including, without limitation, all rights to payment for hotel room occupancy by hotel guests, which includes any payment or monies received or to be received in whole or in part, whether actual or deemed to be, for the sale of services or products in connection therewith and/or in connection with such occupancy, advance registration fees by hotel guests, tour or junket proceeds and deposits for conventions and/or party reservations (collectively the “Rents”), subject to the revocable license hereinafter given to the Trustors to collect and apply such Rents.

GRANTING CLAUSE FOUR

[Leases, Including Deposits and Advance Rentals]

TOGETHER WITH, (a) all estate, right, title and interest of each Trustor in, to and under any and all leases, subleases, lettings, licenses, concessions, operating agreements, management agreement, franchise agreements and all other agreements affecting or covering the Property or any portion thereof now or hereafter existing or entered into, together with all amendments, extensions and renewals of any of the foregoing, (b) all right, title, claim, estate and interest of each Trustor thereunder, including, without limitation, all claims of the lessor thereunder, letters of credit, guarantees or security deposits, advance rentals, and any and all deposits or payments of similar nature and (c) the right to enforce against any tenants thereunder and otherwise any and all remedies under any of the foregoing, including each Trustor’s right to evict from possession any tenant thereunder or to retain, apply, use, draw upon, pursue, enforce or realize upon any guaranty thereof; to terminate, modify, or amend any such agreement; to obtain possession of, use, or occupy, any of the real or personal property subject to any such agreement; and to enforce or exercise, whether at law or in equity or by any other means, all provisions of any such agreement and all obligations of the tenants thereunder based upon (i) any breach by such tenant thereunder (including any claim that any Trustor may have by reason of a termination, rejection, or disaffirmance of such agreement pursuant to any Bankruptcy Law), and (ii) the use and occupancy of the premises demised, whether or not pursuant to the applicable agreement (including any claim for use and occupancy arising under landlord-tenant law of the State of Nevada or any Bankruptcy Law).

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GRANTING CLAUSE FIVE

[Options to Purchase, etc.]

TOGETHER WITH, all right, title and interest of each Trustor in and to all options and other rights to purchase or lease the Property or any portion thereof or interest therein, if any, and any greater estate in the Property owned or hereafter acquired by any Trustor.

GRANTING CLAUSE SIX

[Personalty]

TOGETHER WITH, all right, title and interest of each Trustor in and to all Tangible Property and Intangible Property (except, with respect to Gaming Licenses, as prohibited by Applicable Gaming Laws) now or at any time hereafter located on or appurtenant to the Property and used or useful in connection with the ownership, management or operation of the Property, including, without limitation, the Personalty.

GRANTING CLAUSE SEVEN

[Condemnation Awards, etc.)

TOGETHER WITH, all the estate, interest, right, title, other claim or demand, which any and each Trustor now has or may hereafter acquire in any and all awards, payments or other consideration made for the taking by eminent domain, or by any proceeding or purchase in lieu thereof, of the whole or any part of the Property, including, without limitation, any awards, payments or other consideration resulting from a change of grade of streets and for severance damages.

GRANTING CLAUSE EIGHT

[Insurance Proceeds]

TOGETHER WITH, all the estate, interest, right, title and other claim or demand which any and each Trustor now has or may hereafter acquire with respect to the proceeds of insurance in effect with respect to all or any part of the Property, together with all interest thereon and the right to collect and receive the same.

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GRANTING CLAUSE NINE

[Claims for Damages, etc.]

TOGETHER WITH, all the estate, interest, right, title and other claim or demand which any and each Trustor now has or may hereafter acquire against anyone with respect to any damage to all or any part of the Property, including, without limitation, damage arising from any defect in or with respect to the design or construction of all or any part of the Improvements and damage resulting therefrom.

GRANTING CLAUSE TEN

[Deposits, Advance Payments and Refunds of Insurance, Utilities, etc.]

TOGETHER WITH, all deposits or other security or advance payments including rental payments made by or on behalf of any and each Trustor to others, and all refunds made by others to any and each Trustor, with respect to (i) insurance policies relating to all or any part of the Property, (ii) utility service for all or any part of the Property, (iii) cleaning, maintenance, repair, or similar services for all or any part of the Property, (iv) refuse removal or sewer service for all or any part of the Property, (v) rental of equipment, if any, used in the operation, maintenance or repair by or on behalf of any and each Trustor of all or any part of the Property, (vi) parking or similar services or rights afforded to all or any part of the Property and (vii) the Ground Lease.

GRANTING CLAUSE ELEVEN

[Water Rights, etc.]

TOGETHER WITH, all water rights, water stock, water permits and other rights to the use of water that are now or that may be hereinafter used in connection with the said Property, or any part thereof, or any improvements or appurtenances thereto.

GRANTING CLAUSE TWELVE

[Minerals, etc.]

TOGETHER WITH, all oil and gas and other mineral rights, if any, in or pertaining to the Land and all royalty, leasehold and other rights of each Trustor pertaining thereto.

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GRANTING CLAUSE THIRTEEN

[Accessions, etc.]

TOGETHER WITH, all extensions, improvements, betterments, renewals, substitutes for and replacements of, and all additions, accessions, and appurtenances to, any of the foregoing that any and each Trustor may subsequently acquire, and all conversions of any of the foregoing; each Trustor agrees that all property hereafter acquired by such Trustor and required by the Indenture, this Deed of Trust or any other Indenture Document to be subject to the Lien and/or security interests created by this Deed of Trust shall forthwith upon the acquisition thereof by such Trustor be subject to the Lien and security interests of this Deed of Trust as if such property were now owned by such Trustor and were specifically described in this Deed of Trust and granted hereby or pursuant hereto, and the Beneficiary is hereby authorized to receive any and all such property as and for additional security for the Secured Obligations.

The entire estate, property and interest hereby conveyed to Trustee (other than Excluded Assets) may hereafter be referred to as the “Trust Estate.”

FOR THE PURPOSE OF SECURING:

A.            the due and punctual payment and performance of any and all present and future liabilities and Obligations (including, without limitation, Guarantee Obligations) of each of the Trustors of every type or description to Beneficiary, arising under or in connection with the Notes, the Guarantees and the other Indenture Documents, whether for principal of or premium, if any, or Interest (or Liquidated Damages, if any) on the Notes, expenses, indemnities or other amounts (including attorneys’ fees and expenses); and

B.            the due and punctual payment and performance of any and all present and future obligations and liabilities of each of the Trustors of every type or description to Beneficiary, arising under or in connection with this Deed of Trust or any other Indenture Document, including for reimbursement of amounts permitted to be advanced or expended by Beneficiary (i) to satisfy amounts required to be paid by the Trustors under this Deed of Trust or any other Indenture Documents, together with interest thereon to the extent provided, or (ii) to protect the Trust Estate, together with interest thereon to the extent provided; and

C.            all future advances pursuant to the Indenture or any other of the Indenture Documents, as future advances is defined by Nevada Revised Statutes (“NRS”) Section 106.320;  this Deed of Trust is intended to secure future advances;  the maximum amount of principal to be secured is $120,000,000; this instrument is to be governed by the provisions of NRS Section 106.300 et.seq.; in each case whether due or not due, direct or indirect, joint and/or several, absolute or contingent, voluntary or involuntary, liquidated or unliquidated, determined or undetermined, now or hereafter existing, renewed or restructured, whether or not from time to time

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decreased or extinguished and later increased, created or incurred, whether or not arising after the commencement of a proceeding under the Bankruptcy Code (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding (all liabilities and other Obligations described herein are collectively referred to herein as the “Secured Obligations”).

TO PROTECT THE SECURITY OF THIS DEED OF TRUST, EACH OF THE TRUSTORS HEREBY COVENANTS AND AGREES AS FOLLOWS:

ARTICLE  1.

DEFINITIONS AND RELATED MATTERS

Section  1.1.    Certain Defined Terms. As used herein, the following terms shall have the following meanings:

“Accounts” has the meaning set forth in Section 9.1.2.

“Applicable Gaming Laws” has the meaning set forth in the Recitals.

“Applicable Law” has the meaning set forth in Section 3.7.

“Applicable UCC” means the Uniform Commercial Code (as amended from time to time) as adopted by the State of Nevada.

“B&BB” has the meaning set forth in the Recitals.

“Beneficiary” has the meaning set forth in the Preamble.

“Books and Records” has the meaning set forth in Section 9.1.17.

“CERCLA” has the meaning set forth in Section 11.1.2.

“Chattel Paper” has the meaning set forth in Section 9.1.1.

“Collateral Account” has the meaning set forth in Section 9.1.11.

“Collateral Agreements” means this Deed of Trust and all other instruments, documents and agreements delivered by any of the parties to the Indenture Documents pursuant to this Deed of Trust or any other Indenture Document to grant or perfect a Lien in favor of the Beneficiary on any real, personal or mixed property of such party as security for the Secured Obligations.

“Contracts” has the meaning set forth in Section 9.1.16.

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“Deed of Trust” has the meaning set forth in the Preamble.

“Defaulted Interest” has the meaning set forth in Section 4.8.1.

“Distributions” has the meaning set forth in Section 9.1.13.

“Documents” has the meaning set forth in Section 9.1.9.

“Ella Kay Land” means the unimproved real property consisting of approximately 34.4 acres, which is owned in fee by RBG and is located southwest of the CasaBlanca Golf Course.

“Environmental Damages” means all claims, judgments, damages, losses, penalties, fines, liabilities (including strict liability), encumbrances, Liens, costs and expenses of investigation and defense of any claim, whether or not such is ultimately defeated, and of any settlement or judgment, of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, including, without limitation, reasonable attorneys’ fees, charges and disbursements (including, without limitation, costs of appeal), and consultants’ fees, any of which are actually incurred at any time as a result of the existence or alleged existence of Hazardous Materials upon, about or beneath the Property or migrating or threatening to migrate to or from the Property, or the existence or alleged existence of a violation of Environmental Requirements pertaining to the Property regardless of whether the existence of such Hazardous Materials or the violation of Environmental Requirements arose prior to the present ownership or operation of the Property, and including, without limitation:

(i)            damages for personal injury, or injury to property or natural resources occurring upon or off of the Property, foreseeable or unforeseeable, including, without limitation, lost profits, consequential damages, the cost of demolition and rebuilding of any improvements on real property, interest and penalties including, but not limited to, claims brought by or on behalf of employees of Trustor, with respect to which Trustor waives, for the benefit of Beneficiary only, any immunity to which it may be entitled under any industrial or workers’ compensation laws;

(ii)           reasonable fees actually incurred for the services of attorneys, consultants, contractors, experts, laboratories and all other costs incurred in connection with the investigation or remediation of such Hazardous Materials or violation of Environmental Requirements including, but not limited to, the preparation of any feasibility studies or reports or the performance of any cleanup, remedial, removal, abatement, containment, closure, restoration or monitoring work required by any federal, state or local governmental agency or political subdivision, or reasonably necessary to make full economic use of the Property or any other property

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or otherwise expended in connection with such conditions, and including, without limitation, any reasonable attorneys’ fees, charges and disbursements (including, without limitation, costs of appeal) actually incurred in enforcing this Deed of Trust or collecting any sums due hereunder; and

(iii)          liability to any Person to indemnify such Person for actual costs incurred in good faith in connection with the items referenced in subparagraphs (i) and (ii) hereof.

“Environmental Requirements” means the common law and all applicable present and future statutes, regulations, rules, ordinances, codes, licenses, permits, orders, approvals, plans, authorizations, concessions, franchises and similar items, of Governmental Authority or applicable judicial and administrative and regulatory decrees, injunctions, judgments and orders relating to the environment, including, without limitation:

(i)            all requirements, including, but not limited to, those relating or pertaining to (A) reporting, licensing, permitting, investigation and remediation of emissions, discharges, releases or threatened releases of Hazardous Materials or other chemical substances, pollutants, contaminants or hazardous or toxic substances, materials or wastes whether solid, liquid or gaseous in nature, into the environment (including, without limitation, ambient air, surface water, groundwater or land surface or subsurface strata), (B) the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport or handling of chemical substances, materials or wastes, whether solid, liquid or gaseous in nature, including without limitation, Hazardous Materials or (C) underground storage tanks and related piping, and emissions, discharges, releases or threatened releases of Hazardous Materials or other chemical substances, pollutants, contaminants or hazardous or toxic substances, materials or wastes whether solid, liquid or gaseous in nature therefrom; and

(ii)           all other requirements pertaining to the protection of the health and safety of employees or the public with respect to Hazardous Materials.

“Equipment” has the meaning set forth in Section 9.1.7.

“Excluded Assets” means:

(a)assets securing FF&E Financing, Purchase Money Indebtedness or Capitalized Lease Obligations permitted to be incurred under the Indenture;

(b)leasehold estates in real property existing on the Issue Date and any additional leasehold estates in real property acquired by the Issuers or

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the Subsidiaries after the Issue Date, unless the Indenture Trustee, as collateral agent (upon request of the Holders of a majority of the outstanding Notes), in its reasonable discretion requests that the Issuers provide the Indenture Trustee, as collateral agent, with a Lien upon and security interest in such leasehold estate so that such leasehold estate shall become additional Collateral (and in the Collateral Agreements the Issuers will agree to notify the Indenture Trustee of the acquisition by it or any of the Subsidiaries of any leasehold estate in real property);

(c)any leases, permits, licenses (including without limitation Gaming Licenses) or other contracts or agreements or other assets or property to the extent that a grant of a Lien thereon under the Collateral Agreements (i) is prohibited by law or would constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of the grantor therein pursuant to the applicable law, or (ii) would require the consent of third parties and such consent has not been obtained after the Issuers have used commercially reasonable efforts to try to obtain such consent, or (iii) other than as a result of requiring a consent of third parties that has not been obtained, would result in a breach of the provisions thereof, or constitute a default under or result in a termination of, such lease, permit, license, contract or agreement (other than to the extent that any such provisions thereof would be rendered ineffective pursuant to Section 9 406, 9 407 or 9 408 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction (the “UCC”) or any other applicable law); provided that, immediately upon the uneffectiveness, lapse or termination of such prohibition, the provisions that would be so breached or such breach, default or termination or immediately upon the obtaining of any such consent, the Excluded Assets shall not include, and the Issuers or the applicable Guarantor, as the case may be, shall be deemed to have granted a security interest in, all such leases, permits, licenses, other contracts and agreements and such other assets and property as if such prohibition, the provisions that would be so breached or such breach, default or termination had never been in effect and as if such consent had not been required;

(d)cash and Cash Equivalents to the extent that a Lien thereon may not be perfected through the filing of a UCC financing statement or that, after the Issuers have used commercially reasonable efforts, the Issuers are unable to cause the Trustee to obtain “control” (as defined in the UCC) for the benefit of the Holders; and

(e)any Capital Stock of an Excluded Foreign Subsidiary, if any, other than a pledge of 65% of the Voting Equity Interests of such Excluded

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Foreign Subsidiary held directly by the Issuers or any domestic Subsidiary, 100% of the nonvoting Equity Interests of such Excluded Foreign Subsidiary held directly by the Issuers or any domestic Subsidiary and 100% of any intercompany Indebtedness owed by such Excluded Foreign Subsidiary to any of the Issuers or any of the Guarantors.

“Fixtures” has the meaning set forth in Section 9.1.8.

“General Intangibles” has the meaning set forth in Section 9.1.10.

“Governmental Authority” means any governmental, administrative or regulatory agency, authority, department, commission, board, bureau or instrumentality of the United States, any state of the United States, or any political subdivision thereof, including, without limitation, any Gaming Authority, or any court, arbitrator or quasi-judicial authority.

“Ground Lease” has the meaning set forth in Granting Clause One.

“Guarantee” has the meaning set forth in the Recitals.

“Hazardous Materials” Any chemical, material or substance:

(i)            the presence of which requires investigation or remediation under any federal, state or local law, statute, code, regulation, ordinance, order, action or policy; or

(ii)           which is or becomes defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous waste,” “restricted hazardous waste” or “toxic substances” or words of similar import under any applicable local, state or federal law or under regulations adopted or publications promulgated pursuant thereto, including, but not limited to, any such laws or regulations promulgated by Governmental Authorities of the State of Nevada; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801, et seq.; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6901, et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251, et seq.; or

(iii)          which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous and is or a becomes regulated by any Governmental Authority; or

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(iv)          the presence of which on the Property causes or threatens to pose a hazard to the Property or to the health or safety of Persons on or about the Property; or

(v)           without limitation, which contains gasoline, crude oil, diesel fuel or other petroleum hydrocarbons in violation of applicable Environmental Requirements; or

(vi)          without limitation, which contains “PCBs” (as hereinafter defined) or asbestos or urea formaldehyde foam insulation or radon gas.

“Hedging Agreements” has the meaning set forth in Section 9.1.17.

“Holders” has the meaning set forth in the Indenture.

“Impositions” Any and all (i) real estate and personal property taxes and other taxes and assessments, water and sewer rates and charges levied or assessed upon or with respect to the Property, and any and all other governmental charges (including any penalties and other charges imposed by any Gaming Authorities) and any interest or costs or penalties with respect thereto, in each case whether general, special, ordinary or extraordinary, foreseen or unforeseen, of any kind and nature whatsoever that at any time prior to or after the execution hereof may be assessed, levied, imposed, or become a Lien upon the Property or the Rents, but excluding taxes on any and each Trustor’s income or operating revenues; (ii) charges for any easement or agreement maintained for the benefit of the Property and (iii) other charges, expenses, payments or assessments of any nature, if any, which are or may be assessed, levied, imposed or become a Lien upon the Property or the Rents, including mechanics and other Permitted Liens.

“Impound Account” The account that Trustors may be required to maintain pursuant to Section 4.6.2. of this Deed of Trust for the deposit of amounts required to pay Impositions and insurance premiums.

“Improvements” has the meaning set forth in Granting Clause Two.

“Indemnitees” has the meaning set forth in Section 11.2.7.

“Indenture” has the meaning set forth in the Recitals.

“Indenture Document” means any of the Indenture, the Notes, the Guarantees, the Collateral Agreements, the Registration Rights Agreement and any other agreement, document or instrument entered into or issued in connection with any of the foregoing.

“Indenture Trustee” has the meaning set forth in the Recitals.

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“Instruments” has the meaning set forth in Section 9.1.14.

“Intangible Property”  means any and all intangible personal property, including, without limitation, (a) the rights to use all names and all derivations thereof now or hereafter used by any and each of the Trustors in connection with the Land, or the Improvements, including, without limitation, the names “RBG, LLC,” “Virgin River Casino Corporation,” “B & BB, Inc.,” “Oasis Hotel & Casino,” “Casablanca Hotel & Casino,” “Mesquite Star Hotel & Casino,” “Virgin River Convention Center,” “Virgin River Hotel & Casino,” “Oasis Recreational Properties, Inc.,” “Oasis Interval Ownership, LLC,” “Casablanca Golf Club,” “CasaBlanca Golf Course” and “Palms Golf Course” and any variations thereof, together with the goodwill associated therewith, and all names, logos, and designs used by any of the Trustors, or in connection with the Land or the Improvements or in which any of the Trustors has rights, with the exclusive right to use such names, logos and designs wherever they are now or hereafter used in connection with the Land or the Improvements, and any and all other trade names, trademarks or service marks, whether or not registered, now or hereafter used in the operation of the Land or the Improvements, including, without limitation, any interest as a licensee or franchisee, and, in each case, together with the goodwill associated therewith; (b) maps, plans, specifications, surveys, studies, tests, reports, data and drawings relating to the development of the Land or the Improvements and the construction of the Improvements, including, without limitation, all marketing plans, feasibility studies, soils tests, design contracts and all contracts and agreements of any and each of the Trustors relating thereto and all architectural, structural, mechanical and engineering plans and specifications, studies, data and drawings prepared for or relating to the development of the Land or the Property or the construction, renovation or restoration of any of the Improvements or the extraction of minerals, sand, gravel or other valuable substances from the Land; (c) any and all books, records, customer lists (including lists or information derived from or related to the Player Tracking System described within the definition of “Tangible Property”), concession agreements, supply or service contracts, licenses, permits, governmental approvals (to the extent such licenses, permits and approvals may be pledged under applicable law), signs, goodwill, casino and hotel credit and charge records, supplier lists, checking accounts, safe deposit boxes (excluding the contents of such deposit boxes owned by Persons other than any of the Trustors or any of their Subsidiaries), cash, instruments, Chattel Papers, documents, unearned premiums, deposits, refunds, including but not limited to income tax refunds, prepaid expenses, rebates, tax and insurance escrow and impound accounts, if any, actions and rights in action, and all other claims, and all other contract rights and general intangibles resulting from or used in connection with the operation of the Trust Estate and in which any of the Trustors now or hereafter has rights; (d) all of the Trustors’ documents, instruments, contract rights, and general intangibles including, without limitation, all insurance policies, permits, licenses, franchises and agreements required for the use, occupancy or operation of the Land, or any of the Improvements (to the extent such licenses, permits and approvals are

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not prohibited from being pledged under applicable law); (e) general intangibles, vacation license resort agreements or other time share license or right to use agreements with respect to the Land, the Improvements and/or the business being conducted thereon, including, without limitation, all rents, issues, profits, income and maintenance fees resulting therefrom; whether any of the foregoing is now owned or hereafter acquired and (f) any and all licenses, permits, variances, special permits, franchises, certificates, rulings, certifications, validations, exemptions, filings, registrations, authorizations, consents, approvals, waivers, orders, rights and agreements (including options, option rights and contract rights) now or hereafter obtained by any of the Trustors from any Governmental Authority having or claiming jurisdiction over the Land, the Tangible Property, the Property or any other element of the Trust Estate or providing access thereto, or the operation of any business on, at, or from the Land, including, without limitation, any Gaming Licenses.

“Intellectual Property Collateral” has the meaning set forth in Section 9.1.15.

“Inventory” has the meaning set forth in Section 9.1.6.

“Land” has the meaning set forth in Granting Clause One.

“Land Behind Mesquite Star” means the unimproved real property consisting of approximately 24.45 acres, which is owned in fee by Virgin River and is located to the southwest and west of the Virgin River Convention Center, formerly known as the “Mesquite Star Hotel & Casino.”

“Leased Land” has the meaning set forth in Granting Clause One.

“Leases” Any and all leases, subleases, lettings, licenses, concessions, operating agreements, management agreements and all other agreements affecting or covering the Property or any portion thereof now or hereafter existing or entered into, together with all amendments, extensions and renewals of any of the foregoing, but excluding the Ground Lease.

“Lessor” has the meaning set forth in Granting Clause One.

“Material Adverse Effect” means a material adverse effect on (A) the properties, business, prospects, operations, earnings, assets, liabilities or condition (financial or otherwise) of the Issuers and the Guarantors, taken as a whole, (B) the ability of any of the Issuers or Guarantors to perform its obligations under any of the Transaction Documents (as defined in the Purchase Agreement), (C) the enforceability of any of the Collateral Agreements or the attachment, perfection or priority of any of the security interests intended to be created thereby in any portion of the Collateral or (D) the validity of any of the Transaction Documents or the consummation of any of the Transactions (as defined in the Purchase Agreement).

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“Motor Vehicles” has the meaning set forth in Section 9.1.18.

“Notes” has the meaning set forth in the Recitals.

“Oasis Interval” has the meaning set forth in the Preamble.

“Oasis Interval Management” means Oasis Interval Management, LLC, a Nevada limited-liability company.

“Offering Circular” means the Offering Circular, dated December [   ], 2004, relating to the offer and sale of the Notes.

“Oasis Recreational Properties” means Oasis Recreational Properties, Inc., a Nevada corporation.

“Owned Land” has the meaning set forth in Granting Clause One.

“PCBs” means polychlorinated biphenyls.

“Personalty” means the Intangible Property and the Tangible Property.

“Pledged Securities” has the meaning set forth in Section 9.1.12.

“Proceeds” has the meaning set forth in Section 9.1.23.

“Property” has the meaning set forth in Granting Clause Two.

“Public Waters” means any river, lake, stream, sea, ocean, gulf, bay or other public body of water.

“Purchase Agreement” means the Purchase Agreement, dated December [    ], 2004, among (i) the Trustors, Oasis Interval Management and Oasis Recreational Properties, (ii) solely with respect to Sections 6(p), 6(s) and 6(bb) thereof, Robert R. Black, Sr. and R. Black, Inc., a Nevada corporation, and (iii) Jefferies & Company, Inc., as Initial Purchaser, relating to the issuance and sale by the Issuers to the Initial Purchaser of the Notes.

“Receiver” means any trustee, receiver, custodian, fiscal agent, liquidator or similar officer.

“Rents” has the meaning set forth in Granting Clause Three.

“Resorts” has the meaning set forth in the Preamble.

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“Secured Obligations” has the meaning set forth above under the caption “FOR THE PURPOSE OF SECURING.”

“Senior Secured Note Security Agreement” means the Senior Secured Note Security Agreement, dated as of December [   ], 2004, among the Trustors, Oasis Recreational Properties and Oasis Interval Management, as Grantors, and The Bank of New York, as Collateral Agent.

“Tangible Property”  means any and all tangible personal property, including, without limitation, all goods, equipment, supplies, building and other materials of every nature whatsoever and all other tangible personal property constituting a part or portion of the Property and/or used in the operation of any hotel, casino, restaurant, store, parking facility, special events arena, theme park, and any other commercial operations on the Property, including but not limited to Inventory, communication systems, visual and electronic surveillance systems and transportation systems and not constituting a part of the real property subject to the Liens of this Deed of Trust and including all property and materials stored on all or any portion of the Property in which any and each of the Trustors has an interest and all tools, utensils, food and beverage, liquor, uniforms, linens, housekeeping and maintenance supplies, vehicles, fuel, advertising and promotional material, blueprints, surveys, plans and other documents relating to the Land or the Improvements, and all construction materials and all Fixtures, including, but not limited to, all gaming equipment and devices which are used in connection with the operation of the Property and those items of Fixtures which are purchased or leased by any and each of the Trustors, machinery and any other item of personal property in which any of the Trustors now or hereafter owns or acquires an interest or right, and which are used or useful in the construction, operation, use and occupancy of the Property; to the extent permitted by the applicable contract or applicable law, all financial equipment, computer equipment, Player Tracking Systems (including all computer hardware, operating software programs and all right, title and interest in and to any applicable license therefore), calculators, adding machines, video game and slot machines, and any other electronic equipment of every nature used or located on any part of the Property, and all present and future right, title and interest of any of the Trustors in and to any casino operator’s agreement, license agreement or sublease agreement used in connection with the Property.

“Title Policy” means the title insurance policy or policies in favor of Beneficiary insuring the Liens of this Deed of Trust.

“Trademarks” means trademarks, servicemarks and trade names, all registrations and applications to register such trademarks, servicemarks and trade names and all renewals thereof, and the goodwill of the business associated with or relating to such trademarks, servicemarks and trade names, including without limitation any and all licenses and rights granted to use any trademark, servicemark

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or trade name owned by any other Person.

“Truck Parking” means the improved real property consisting of approximately 4.61 acres (7.73 acres at such time as the truck parking land owned by Rock Springs is deeded to Virgin River Casino Corporation, which is scheduled to occur before the Issue Date) on which truck parking for Virgin River is located. The Truck Parking is owned in fee by Virgin River and is situated to the east of the Virgin River Casino.

“Trust Estate” has the meaning set forth in Granting Clause Thirteen.

“Trustee” has the meaning set forth in the Preamble.

“Trustor” has the meaning set forth in the Preamble.

“UCC” means the Uniform Commercial Code (as amended from time to time) as adopted by the State of Nevada.

“Virgin River” has the meaning set forth in the Preamble.

Section  1.2.  Related Matters.

1.2.1.   Terms Used in the UCC. Unless the context clearly otherwise requires, all lower-case terms used in Section 9 of this Deed of Trust and not otherwise defined herein that are used or defined in Article 9 (or any equivalent subpart) of the UCC have the same meanings herein.

1.2.2.   Construction. Unless the context of this Deed of Trust clearly requires otherwise, references to the plural include the singular, the singular includes the plural, the part includes the whole, and “including” is not limiting.  The words “hereof,” “herein,” “hereby,” “hereunder” and similar terms in this Deed of Trust refer to this Deed of Trust as a whole (including the Preamble, the Recitals and all Schedules and Exhibits, but subject to Section 1.2.5.) and not to any particular provision of this Deed of Trust.  Article, section, subsection, exhibit, recital, preamble and schedule references in this Deed of Trust are to this Deed of Trust unless otherwise specified.  References in this Deed of Trust to any agreement, other document or law “as amended” or “as may be amended from time to time” or similar phrases, or to amendments of any document or law, shall include any amendments, supplements, replacements, renewals or other modifications.

1.2.3.   Determinations.  Any determination or calculation contemplated by this Deed of Trust that is made by Beneficiary shall be final and conclusive and binding upon any of the Trustors, in the absence of manifest error. References in this Deed of Trust to “determination” by Beneficiary include good faith estimates (in the case of quantitative determinations) and good faith beliefs (in the case of qualitative

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determinations). All references herein to “discretion” of Beneficiary (or terms of similar import) shall mean “absolute and sole discretion.” All consents and other actions of Beneficiary contemplated by this Deed of Trust may be given, taken, withheld or not taken in Beneficiary’s discretion (whether or not so expressed), except as otherwise expressly provided herein.  No approval or consent of Beneficiary shall be effective unless the express written approval or consent of Beneficiary is received by the Trustors.

1.2.4.   Governing Law.  THIS DEED OF TRUST 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), EXCEPT THAT WITH RESPECT TO THE EXERCISE OF REMEDIES HEREUNDER AND THE CREATION, PERFECTION AND ENFORCEMENT OF THE LIEN CREATED BY THIS DEED OF TRUST, THE LAWS OF THE JURISDICTION IN WHICH THE PROPERTY IS LOCATED SHALL GOVERN, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF SUCH JURISDICTION.

1.2.5.   Headings.  The article, section and subsection headings used in this Deed of Trust are for convenience of reference only and shall not affect the construction hereof.

1.2.6.   Severability.  If any provision of this Deed of Trust or any Lien or other right hereunder conflicts with, or shall be held to be invalid, illegal or unenforceable under, Applicable Law in any jurisdiction, such provision, Lien or other right shall be ineffective only to the extent of such invalidity, illegality or unenforceability, which shall not affect any other provisions herein or any other Lien or right granted hereby or the validity, legality or enforceability of such provision, Lien or right in any other jurisdiction, and to this end, the provisions of, and the Liens and rights under, this instrument are declared to be severable.

1.2.7.   Exhibits and Schedules.  All of the appendices, exhibits and schedules attached to this Deed of Trust shall be deemed incorporated herein by reference.

ARTICLE  2.

[RESERVED]

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ARTICLE  3.

REPRESENTATIONS AND WARRANTIES

The Trustors hereby, jointly and severally, represent and warrant to Beneficiary and Trustee that:

Section  3.1.  Corporate Existence.  Each Trustor (a) is a corporation or limited-liability company, as the case may be, duly incorporated or organized, as the case may be, validly existing and in good standing under the laws of the State of Nevada, and (b) has the corporate power and authority to own its property and assets and to transact the business in which it is engaged or presently proposes to engage, and (c) is duly qualified and is authorized to do business and is in good standing as a foreign corporation in every jurisdiction in which it owns or leases real property or in which the nature of its business requires it to be so qualified.

Section  3.2.  Authorization; Approvals.  The execution, delivery and performance by each Trustor of this Deed of Trust are within each Trustor’s corporate or limited-liability company, as the case may be, powers and authority, have been duly authorized by all necessary corporate or limited-liability company, as the case may be, action, and do not contravene (a) any Trustor’s charter, by-laws, certificate of formation, operating agreement or other organizational documents, as the case may be or (b) any law or any contractual restriction binding on or affecting any Trustor or the Property.  All authorizations or approvals or other actions by, or notice to or filing with, any Governmental Authority required for the due execution, delivery and performance by each Trustor of this Deed of Trust has been duly obtained and are in full force and effect.

Section  3.3.  Enforceability.  This Deed of Trust has been duly executed and delivered by each Trustor and is the legal, valid and binding obligation of each Trustor, enforceable against each Trustor in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally and general principles of equity.

Section  3.4.  Validity and Perfection of Security Interests.  The Liens and security interests in the Trust Estate created in accordance with the terms hereof constitute valid security interests, and, (a) upon recordation of this Deed of Trust in the appropriate office in Clark County, Nevada, (b) upon the filing of financing statements naming each Trustor as “Debtor” and Beneficiary as “Secured Party” and describing the Trust Estate in the filing offices of the Secretary of State of Nevada and in the real estate records of Clark County, Nevada, (c) upon the delivery of any instruments and Chattel Paper which are included in the Trust Estate to Beneficiary, (d) to the extent subject to U.S. federal law and not Article 9 of the Applicable UCC, upon recordation of the security interests granted in Patents, Trademarks and Copyrights in the U.S. Patent and Trademark Office and the U.S. Copyright Office, along with the registration of all U.S. Copyrights in the U.S. Copyright Office and, to the extent governed by foreign law, the taking of all steps necessary under applicable foreign law to perfect or record the security interest in all

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foreign Intellectual Property Collateral applications and registrations and (e) to the extent ownership of Collateral is represented by a certificate, a notation on the certificate of the Lien granted hereby, the security interests granted to Beneficiary hereunder will constitute perfected security interests therein superior and prior to all Liens, rights or claims of all other Persons other than Permitted Liens.

Section  3.5.  Title to and Right to Use Assets.  Each Trustor has good and marketable fee simple title in the Land, and enjoys the peaceful and undisturbed possession of any Leased Land and are the legal and beneficial owners of the remainder of the Trust Estate (and as to the Trust Estate whether now existing or hereafter acquired, each Trustor will continue to own each item thereof), free and clear of all Liens except Permitted Liens.  Each Trustor has the right to hold, occupy and enjoy its interest in the Trust Estate subject to the terms of the Gaming Licenses and subject to the Permitted Liens, and has valid right, full power and legal authority, subject to Applicable Gaming Laws, to mortgage and pledge the same as provided herein, and each Trustor shall defend the Trust Estate against all claims and demands of all Persons at any time claiming the same or any interest therein adverse to Beneficiary (except for Permitted Liens) and Beneficiary may, subject to Applicable Gaming Laws, at all times peaceably and quietly enter upon, hold, occupy and enjoy the entire Trust Estate in accordance with the terms hereof.

Section  3.6.  Non-Contravention.  Neither the execution, delivery or performance of this Deed of Trust by any Trustor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violate the terms of or constitute a default under any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which any Trustor is a party or by which it or any of its property or assets is bound or to which it may be subject (including, without limitation, the Ground Lease), (ii) conflict with any law, order, rule or regulation applicable to any Trustor of any court or any government, regulatory body or administrative agency or other governmental body or Governmental Authority having jurisdiction over any Trustor or the Trust Estate, or (iii) result in or require the creation or imposition of (or the obligation to create or impose) any Lien (other than the Lien contemplated hereby or by any other Indenture Document), upon or with respect to any of the property or assets now owned or hereafter acquired by any Trustor.

Section  3.7.  Contracts.  Each material contract which is part of the Trust Estate (each, a “Contract”), (i) is the genuine, legal, valid, and binding obligation of each Trustor, (ii) is enforceable against each Trustor party thereto in accordance with its terms, (iii) is in full force and effect and is, to the best knowledge of the Trustors, not subject to any setoffs, defenses, overdue taxes, counterclaims or other claims, nor have any of the foregoing been asserted or alleged as to any Contract, and (iv) is, in all material respects, in compliance with all applicable laws, whether federal, state, local or foreign (“Applicable Laws”).  None of the Trustors nor, to the best knowledge of the Trustors, any other party to any Contract is in

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default in the performance or observance of any of the terms thereof.  No party to any Contract is the United States government or an instrumentality thereof.

Section  3.8.  Leases.  The Trustors have delivered to Beneficiary true, correct and complete copies of all Leases and Ground Leases, including all amendments thereof and modifications thereto.  Each Lease and each Ground Lease (i) is the genuine, legal, valid and binding obligation of each Trustor party thereto, (ii) is enforceable against each Trustor party thereto and, to the best knowledge of the Trustors, each other party thereto, in accordance with its terms, (iii) is in full force and effect and is not subject to any setoffs, defenses, taxes, counterclaims or other claims, nor have any of the foregoing been asserted or alleged as to any Lease, and (iv) is in compliance with all Applicable Laws.

Section  3.9.  No Other Property.  The Trust Estate constitutes all of the property (whether owned, leased or otherwise) currently used by the Trustors in connection with the operation of any properties other than Excluded Assets.

Section  3.10.  Compliance with Laws.  To the best knowledge of the Trustors, except as otherwise disclosed in writing to Beneficiary, the Trust Estate and the proposed and actual use thereof comply in all material respects with all Applicable Laws, and there is no proceeding pending or, to the best knowledge of the Trustors, threatened before any Governmental Authority relating to the validity of any of the Indenture Documents or the proposed or actual use of the Trust Estate.

Section  3.11.   Property Use; Mechanics’ Liens.

The Property is not used principally or primarily for agricultural or grazing purposes.  All costs for labor and material for the removal, construction and renovation of the Improvements (including, without limitation, any additions and alterations thereto) have been paid in full or will be paid in accordance with Section 4.15.

Section  3.12.  Condemnation.  There are no pending or, to the best knowledge of the Trustors, threatened condemnation or eminent domain proceedings against the Trust Estate or any part thereof.

Section  3.13.  Litigation.  Except as disclosed in writing to Beneficiary on the date hereof, there are no pending or, to the best knowledge of the Trustors, threatened, actions, claims, proceedings, investigations, suits or proceedings before any Governmental Authority.

Section  3.14.  Construction of Improvements. All Improvements have been and will be constructed in all material respects in accordance with Applicable Laws and all requirements of Governmental Authorities and governmental approvals. To the best knowledge of the Trustors, the Improvements are free from latent and patent defects, and do not require any material repairs, reconstruction or

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replacement on the date hereof (except for any material repairs, reconstruction or replacement that do not have a material adverse effect on the value of the Improvements and do not materially and adversely affect the Trustors’ use and operation of the Improvements).

ARTICLE  4.

AFFIRMATIVE COVENANTS

The Trustors hereby, jointly and severally, covenant to and agree with Beneficiary as follows:

Section  4.1.  Secured Obligations of Trustors.  Each Trustor shall perform, observe and comply with its Secured Obligations arising under this Deed of Trust and shall continue to be liable for the performance of its Secured Obligations arising under this Deed of Trust until discharged in full, notwithstanding any actions of partial foreclosure that may be brought hereunder to recover any amount or amounts expended by Beneficiary on behalf of any Trustor in order to cure any of the Trustors’ defaults or to satisfy any of the Trustors’ obligations or covenants under any agreement relating to the Trust Estate and to which any Trustor is a party or by which the Trust Estate is bound.

Section  4.2.  Compliance with Law; Maintenance of Approvals.   Except as expressly permitted by the Indenture, each Trustor shall (i) comply with all requirements of law applicable to the ownership, operation, use and occupancy of all or any portion of the Trust Estate, whether or not such compliance requires work or remedial measures that are ordinary or extraordinary, foreseen or unforeseen, or structural or nonstructural, and (ii) maintain in full force and effect all authorizations, approvals or other actions, including, without limitation, Gaming Licenses, which are necessary or desirable for the performance of the Trustors’ obligations pursuant to this Deed of Trust or for the business conducted by the Trustors on the Property.

Section  4.3.  Other Reports.  Each Trustor shall provide from time to time such additional information regarding the Trustors or the Trust Estate as are required under the Indenture or as Beneficiary may reasonably request.

Section  4.4.  Insurance.  Each Trustor, at its sole cost and expense, shall provide, maintain and keep in force the insurance required by Section 4.17 of the Indenture (“Insurance Policies”).

Section  4.5.  Waste and Repair. Except as expressly permitted by Section 4.17 of the Indenture, each Trustor shall at all times cause the Trust Estate to be maintained in normal working order and condition (reasonable wear and tear excepted).  No Trustor shall suffer any waste of the Property or do or permit to be done thereon anything not otherwise permitted in the Indenture that may in any way

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impair the security of this Deed of Trust.  The Trustors shall not abandon the Property nor leave the Property unprotected or deserted.

Section  4.6.  Impositions; Impounds; Taxes; Capital Costs.

4.6.1.   Impositions Affecting the Property.  Each Trustor shall pay when due all Impositions (or currently payable installments thereof) that are or that may become a Lien on the Property or are assessed against the Property or the Rents; provided, however, that any Trustor may, at its expense, contest the amount or validity or application of any such Impositions by appropriate legal proceedings promptly initiated and conducted in good faith and with due diligence; provided that (i) neither the Property nor any substantial part thereof shall be in danger of being sold, forfeited, terminated, canceled, or lost as a result of such contest, and (ii) except in the case of a Lien junior to the Lien of this Deed of Trust, such Trustor shall have posted such bond or furnished such other security as may be required by law to release such Lien.

4.6.2.   Impounds; Impound Account. Upon the occurrence and during the continuance of an Event of Default and at the request of Beneficiary, the Trustors shall pay to Beneficiary monthly an amount equal to one-twelfth (1/12th) of the annual cost (or such greater amount as may be reasonably necessary for Beneficiary to have on hand sufficient funds to pay the next installment prior to delinquency) of Impositions on the Property (but only those Impositions defined in clause (i) of the definition of “Impositions”), together with an amount equal to the estimated next hazard and other required insurance premiums in order to accumulate with Beneficiary sufficient funds to pay such Impositions and premiums at least thirty (30) days prior to their respective due dates. Such funds shall be held by Beneficiary on a commingled basis and shall not bear interest. Said accumulated funds shall be paid and applied by Beneficiary with respect to such Impositions and insurance premiums as and when due.

Section  4.7.  Further Assurances.  Each Trustor shall, at its own expense, perform such acts as may be necessary, or that Beneficiary may request at any time, to execute, acknowledge and deliver all such additional papers and instruments (including, without limitation, a declaration of no setoff) and all such further assurances of title and will do or cause to be done all further acts and things as may be proper or reasonably necessary to carry out the purpose hereof and to subject to the Liens hereof any property intended by the terms hereof to be covered thereby and any renewals, additions, substitutions, replacements or betterments thereto.

Section  4.8.  Reimbursement: Waiver of Offsets.

4.8.1.   In the event any tax, stamp tax, assessment, water rate, sewer rate, insurance premium, repair, rent charge, debt, claim, inspection, Imposition or Lien having priority over the Lien of this Deed of Trust, or in the event any other

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amount required to be paid by any Trustor hereunder shall remain unpaid and no Trustor is contesting such amount pursuant to the terms hereof or the Indenture, Beneficiary shall have the right to pay such amount and shall have the right to declare immediately due and payable any such amount so paid. Any amount so paid by Beneficiary shall bear interest at the default interest rate specified in Sections 2.12 and 4.1 of the Indenture (“Defaulted Interest”) from the date of payment by Beneficiary, shall constitute an additional Secured Obligation secured hereby, prior to any right, title or interest in or claim upon the Trust Estate attaching or accruing subsequent to the Lien of this Deed of Trust, shall be secured by this Deed of Trust and shall be payable by the Trustors to Beneficiary within thirty (30) days after receipt by the Trustors of written demand.

4.8.2.   Except as otherwise provided herein, in the Indenture or in the other Indenture Documents, all sums payable by the Trustors hereunder or under the other Indenture Documents shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of the Trustors hereunder shall in no way be released, discharged or otherwise affected by reason of: (i) any damage to or destruction of or any condemnation or similar taking of the Trust Estate or any part thereof; (ii) any restriction or prevention of or interference with any use of the Trust Estate or any part thereof; (iii) any title defect or encumbrance or any eviction from the Property or the Improvements or any part thereof by title paramount or otherwise; (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Beneficiary, or any action taken with respect to this Deed of Trust by any trustee or receiver of Beneficiary, or by any court, in any such proceeding; (v) any claim which any Trustor has or might have against Beneficiary; (vi) any default or failure on the part of Beneficiary to perform or comply with any of the terms hereof or of any other agreement with any Trustor or (vii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; whether or not the Trustors shall have notice or knowledge of any of the foregoing.  Each Trustor waives all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution or reduction of any sum secured hereby and payable by the Trustors.

Section  4.9.  Litigation.  Each Trustor shall, promptly upon obtaining actual knowledge thereof, give notice in writing to Beneficiary of any litigation commenced that is likely to have a material adverse effect on the Property or the Liens created hereby other than unlawful detainer proceedings brought by any Trustor.

Section  4.10.  Certain Reports.  Each Trustor shall, promptly and in any event within fifteen (15) days after actual receipt by the Trustors thereof, deliver to Beneficiary a copy of any written notice or citation concerning any actual, alleged or suspected violation of Environmental Requirements or liability of any Trustor for

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Environmental Damages in connection with the Property or past or present activities of any Person thereon.

Section  4.11.  Tax Receipts. Subject to the provisions of Section 4.5 hereof, the Trustors shall provide to Beneficiary, within thirty (30) days after demand made therefor, bills (which shall be receipted from and after the date receipted bills are obtainable) showing the payment to the extent then due of all taxes, assessments (including those payable in periodic installments), water rates, sewer rates, and/or any other Imposition that have become a Lien (other than an inchoate Lien) upon the Trust Estate.

Section  4.12.    FIRPTA Affidavit. The Trustors hereby, jointly and severally, represent and warrant to Beneficiary under penalty of perjury:

(i) Each Trustor’s U.S. Taxpayer Identification Number is set forth opposite its name on Schedule 4.12(i) hereto;

(ii) Each Trustor’s business address is set forth opposite its name on Schedule 4.12(ii) hereto; and

(iii) No Trustor is a “foreign person” within the meaning of Code Sections 1445 and 7701 (i.e., no Trustor is a nonresident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the Code and regulations promulgated thereunder).

The Trustors, jointly and severally, agree to indemnify, defend, protect and hold Beneficiary and Beneficiary’s agents harmless of, from and against any and all loss, liability, costs, damages, claims or causes of action including reasonable attorneys’ fees, costs and expenses which may be actually incurred by Beneficiary or Beneficiary’s agents by reason of any failure of any representation or warranty made by any Trustor in this Section 4.12 to be true and correct in all respects, including, but not limited to, any liability for failure to withhold any amount required under Code Section 1445 in the event of foreclosure or other transfer of the Property.

Section  4.13.  Preservation of Contractual Rights.  Except as otherwise expressly permitted by the Indenture, each Trustor shall, prior to delinquency, default or forfeiture, perform all obligations and satisfy all material conditions required on its part to be satisfied to preserve its rights and privileges under any contract, lease, license, permit or other authorization (a) under which it holds any Tangible Property, or (b) which constitutes part of the Intangible Property.

Section  4.14.   Tax Service Contract. At any time after the occurrence of an Event of Default (whether or not such Event of Default is cured), at the request of Beneficiary and at the Trustors’ and/or their permitted successors’ sole expense, Beneficiary shall be furnished a tax service contract in form satisfactory to Beneficiary issued by a tax reporting agency satisfactory to Beneficiary, which

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contract shall remain in force until indefeasible discharge in full of the Secured Obligations.

Section  4.15.   Liens.  The Trustors shall pay and promptly discharge, at the Trustors’ cost and expense, all Liens upon the Trust Estate, or any part thereof or interest therein other than the Permitted Liens. The Trustors shall have the right to contest in good faith the validity of any such Lien, provided that the Trustors shall first post such bond or furnish such other security as may be required by law to release such Lien, and provided further that the Trustors shall thereafter diligently proceed to cause such Lien to be removed and discharged. If the Trustors shall fail to discharge any such Lien, then, in addition to any other right or remedy of Beneficiary, Beneficiary may, but shall not be obligated to, discharge the same, either by paying the amount claimed to be due, or by procuring the discharge of such Lien by depositing in court a bond for the amount claimed or otherwise giving security for such Lien, or in such manner as is or may be prescribed by law. Any amount so paid by Beneficiary shall bear interest at the Defaulted Interest rate from the date of payment by Beneficiary, shall constitute an additional Secured Obligation secured hereby, prior to any right, title or interest in or claim upon the Trust Estate attaching or accruing subsequent to the Lien of this Deed of Trust, shall be secured by this Deed of Trust and shall be payable by the Trustors to Beneficiary upon demand.

Section  4.16.    Inspection.  The Trustors shall permit Beneficiary, upon twenty-four (24) hours’ prior notice, to enter upon and inspect, during normal business hours, the Property and the construction and operation thereof, for such purposes reasonably deemed necessary by Beneficiary, it being agreed by the Trustors that Beneficiary’s good faith belief of the existence of a past or present release or threatened release of any Hazardous Material into, onto, beneath or from the Property shall be conclusively deemed reasonable; provided, however, that no such prior notice shall be necessary and such inspection may occur at any time if (i) Beneficiary reasonably believes that an emergency exists or is imminent or (ii) the giving or delivery of such notice is prohibited or stayed by Applicable Laws.

ARTICLE  5.

LEASEHOLD PROVISIONS

Section  5.1.      Deed of Trust Subject to Ground Lease. This Deed of Trust is made subject to whatever rights and interest the Lessor(s) may have under the Ground Lease and the covenants, conditions and restrictions set forth therein.  This Deed of Trust shall not be construed so as to constitute a default under any Ground Lease pursuant to Applicable Law or the terms of such Ground Lease, and this Deed of Trust and the Lien created hereby shall be of no further force and effect if deemed by a court of competent jurisdiction to violate the terms of such Ground Lease or Applicable Law.

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Section  5.2.   Certain Covenants.  The Trustors, jointly and severally, covenant and agree as follows:

5.2.1.   The Trustors shall keep and perform, in all material respects, the covenants, agreements and obligations of the lessee set forth in the Ground Lease, and not to commit, suffer or permit any material breach thereof.  If any Trustor shall default under any of the Ground Lease, Beneficiary shall have the right, but not the obligation, to take any action necessary or desirable to cure any default by such Trustor in the performance of any of the terms, covenants and conditions of the Ground Lease, Beneficiary being authorized to enter upon the premises for such purposes. Any default by any Trustor as lessee under any of the Ground Lease or breach of an obligation thereunder shall be a default hereunder, provided that such shall not constitute a default hereunder until the expiration of any applicable lessee notice and grace period under the Ground Lease and the failure of the Trustors to cure such default or breach under the Ground Lease within such grace period.

5.2.2.   The Trustors shall give prompt notice to Beneficiary of the actual receipt by it of written notice of default served on any of the Trustors from the Lessor, and to furnish to Beneficiary all information that it may reasonably request concerning the performance by any of the Trustors of the covenants of the Ground Lease, including, without limitation, evidence of payment of ground rent, taxes, insurance premiums and operating expenses.

5.2.3.   So long as this Deed of Trust is in effect, there shall be no merger of the Ground Lease or any interest therein nor of the leasehold estate created thereby with the fee estate in the Leased Land or any portion thereof by reason of the fact that the Ground Lease or such interest therein or such leasehold estate may be held directly or indirectly by or for the account of any person who shall hold the fee estate in the Leased Land or any portion thereof or any interest of the Lessor. In case any Trustor acquires the fee title or any other estate, title or interest in the Leased Land covered by the Ground Lease, this Deed of Trust shall attach to and cover and be a Lien upon the fee title or such other estate so acquired, and such fee title or other estate shall, without further assignment, mortgage or conveyance, become and be subject to the Lien of and covered by this Deed of Trust.  The Trustors shall notify Beneficiary of any such acquisition by any Trustor and, on written request by Beneficiary, shall at its own expense cause to be executed and recorded all such other and further assurances or other instruments in writing as may in the opinion of Beneficiary be required to carry out the intent and meaning hereof.

5.2.4.   The Trustors shall not surrender any Ground Lease (except a surrender upon the expiration of the term of the applicable Ground Lease or upon the termination by the Lessor thereunder pursuant to the provisions thereof) to the Lessor thereunder, or any portion thereof or of any interest therein, and no termination of any Ground Lease, by any Trustor as lessee thereunder, shall be valid or effective, and the Ground Lease shall not be surrendered or canceled, amended, other than in

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immaterial respects, or subordinated to any fee mortgage, to any lease, or to any other interest, either orally or in writing, without the prior written consent of Beneficiary so long as this Deed of Trust is in effect. Any attempted surrender, amendment (except in immaterial respects) cancellation or termination of any Ground Lease by any of the Trustors without obtaining the prior written consent of Beneficiary shall be null and void and without force and effect on the Ground Lease, and such attempt shall constitute a default hereunder.

5.2.5.   If and to the extent required by the terms of the Ground Lease, the Trustors shall, promptly after the execution and delivery of this Deed of Trust or of any instrument or agreement supplemental thereto, notify each Lessor in writing of the execution and delivery thereof and deliver to each such Lessor a copy of each such Deed of Trust, instrument or agreement, as the case may be.

5.2.6.   If any Ground Lease is terminated prior to the natural expiration of its term by reason of default of any Trustor, and if, pursuant to any provision of the Ground Lease, or otherwise, Beneficiary or its designee shall acquire from the Lessor thereunder a new lease of the Leased Land, or of any part of the Leased Land, the Trustors shall have no right, title or interest in or to such new lease or the leasehold estate created thereby.

5.2.7.   The Trustors hereby, jointly and severally, warrant the quiet and peaceful possession of the Property by Trustee for the benefit of Beneficiary for so long as the Deed of Trust is in effect and further warrants and agrees to defend the leasehold estate created under each Ground Lease for the remainder of the term set forth therein against each and every person claiming the same or any part thereof.

5.2.8.   In the event of the termination, rejection, or disaffirmance by the Lessor (or by any receiver, trustee, custodian, or other party that succeeds to the rights of any Lessor) pursuant to any section or chapter of the Bankruptcy Code, or any similar law, whether state, federal or otherwise, relating to insolvency, reorganization or liquidation, or for the relief of debtors (each such law referred to herein as a “Bankruptcy Law” and all such laws collectively referred to herein as “Bankruptcy Laws”), the Trustors hereby presently, absolutely, and irrevocably grant and assign to Beneficiary the sole and exclusive right to make or refrain from making any election available to lessees under any Bankruptcy Law (including, without limitation, the election available pursuant to Section 365(h) of the Bankruptcy Code or any successor provision), and the Trustors agree that any such election, if made by the Trustors without the prior written consent of Beneficiary (which Beneficiary would not anticipate granting due to the importance of the Ground Lease as security), shall be void and of no force or effect.

5.2.9.   In the event there is a termination, rejection, or disaffirmance by any Lessor (or by any receiver, trustee, custodian, or other party that succeeds to the rights of any Lessor) as described in Section 5.2.8 above and Beneficiary elects to

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have the Trustors remain in possession under any legal right the Trustors may have to occupy the premises leased pursuant to any Ground Lease then (i) the Trustors shall remain in such possession and shall perform all acts necessary for the Trustors to retain their right to remain in such possession, whether such acts are required under the then existing terms and provisions of the Ground Lease or otherwise, (ii) all of the terms and provisions of this Deed of Trust and the Lien created hereby shall remain in full force and effect and shall be extended automatically to such possession, occupancy, and interest of the Trustors, to all rights of the Trustors to such possession, occupancy, and interest, and to all of the Trustors’ rights and remedies against the Lessor under the Bankruptcy Laws, and (iii) the Trustors hereby agree with Beneficiary that if the Trustors shall seek to offset against the rent reserved in the Ground Lease any damages or other amounts pursuant to any right of offset available to lessees under any Bankruptcy Laws for any damages sustained by reason of the failure by the applicable Lessors to perform their obligations, then not less than thirty (30) days prior to effecting any such offset, the Trustors shall give written notice to Beneficiary of the amount of the proposed offset and the basis therefor, and if Beneficiary objects, within thirty (30) days after receipt of such notice, to the offset on the basis that it may constitute a breach of the Ground Lease, then the Trustors shall not effect the offset of any amounts so objected to by Beneficiary and the Trustors agree that any such election, if made by the Trustors without the prior written consent of Beneficiary, shall be void and of no force or effect.

5.2.10.   The Trustors shall use their respective commercially reasonable efforts (not including the payment of any money or other consideration to any third party) to obtain from time to time, promptly after request by Beneficiary, from the Lessor and deliver to Beneficiary, at no cost to Beneficiary, a Lessor’s estoppel certificate thereunder in such form as may reasonably be requested by Beneficiary.  Notwithstanding the foregoing, the Trustors’ failure to obtain an estoppel certificate from any Lessor shall not be deemed an Event of Default hereunder, provided that the Trustors have used their respective commercially reasonable efforts (as modified above).

5.2.11.    If at any time any Trustor fails to comply in any material respect with any of such Trustor’s material obligations under any Ground Lease and the Lessor notifies Beneficiary thereof, then Beneficiary or Trustee may, but without obligation to do so and after providing reasonable notice to the Trustors (provided that no notice shall be required in the event of an emergency or if the Ground Lease is in danger of being terminated) and without releasing any Trustor from any obligation hereunder or removing or waiving any default hereunder, perform on behalf of the Trustors any such obligations, and any and all costs and expenses (including, without limitation, attorneys’ fees) incurred by Beneficiary or Trustee in connection therewith shall be repayable upon demand by the Trustors, with interest thereon at the Defaulted Interest rate, and shall be secured hereby; provided that the foregoing shall not be construed to require Beneficiary or Trustee to incur any expense or take

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any action with respect to any Trustor’s failure to comply with any of the Trustors’ obligations under any Ground Lease.

5.2.12.   The Trustors, promptly upon receiving written notice of a breach by the Lessor (or by any receiver, trustee, custodian, or other party that succeeds the rights of the Lessor) or of any inability of the Lessor to perform the terms and provisions of any Ground Lease (including, without limitation, by reason of a termination, rejection, or disaffirmance by such Lessor pursuant to any Bankruptcy Laws), which would materially impair the value of any Ground Lease, shall notify Beneficiary in writing of any such breach or inability.  The Trustors hereby assign to Beneficiary the proceeds of any claims that any Trustor may have against such Lessor for any such breach or inability by such Lessor.  So long as no Event of Default has occurred and is continuing, the Trustors shall have the sole right to proceed against such Lessor in the Trustors’ and Beneficiary’s behalf and to receive and retain all proceeds of such claims except as otherwise provided in the Indenture; during the continuance of an Event of Default, Beneficiary shall have the sole right to proceed against Lessor, and the Trustors shall cooperate with Beneficiary in such endeavor.  The Trustors shall, at their expense, diligently prosecute any such proceedings, shall deliver to Beneficiary copies of all papers served in connection therewith, and shall consult and cooperate with Beneficiary and its attorneys and agents, in the carrying on and defense of any such proceedings.

5.2.13.   Notwithstanding anything to the contrary in this paragraph, if there is an Event of Default which remains uncured, then Beneficiary shall have the right, but not the obligation, to conduct and control, through counsel of Beneficiary’s choosing, all litigation and other proceedings under the Bankruptcy Laws relating to the Lessor; and any expenses incurred by Beneficiary in such litigation and proceedings shall be additional indebtedness of the Trustors secured by this Deed of Trust, shall bear interest at the Defaulted Interest rate and shall be payable by the Trustors upon demand.  No settlement of any such proceeding shall be made by the Trustors without Beneficiary’s prior written consent.

5.2.14.   In addition to any and all other assignments contained in this Deed of Trust, the Trustors hereby absolutely, presently and unconditionally assign, transfer, and set over to Beneficiary all of the Trustors’ claims and rights to the payment of damages, and any other remedies available to the Trustors, arising from any rejection of any Ground Lease by the Lessor thereunder pursuant to any Bankruptcy Law. This assignment constitutes a present, absolute, irrevocable, and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all the indebtedness and obligations secured by this Deed of Trust shall have been satisfied and discharged in full.

Notwithstanding the foregoing, so long as no uncured Event of Default has occurred and is continuing, the Trustors shall have an absolute license to

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assert and settle any and all such claims, and to receive and apply all proceeds thereof as Trustee shall determine in its discretion.

ARTICLE  6.

NEGATIVE COVENANTS

The Trustors hereby, jointly and severally, covenant to and agree with Beneficiary as follows:

Section  6.1.   Restrictive Uses.  Each Trustor covenants not to suffer any Liens against the Trust Estate (other than Permitted Liens).

Section  6.2.  Transferability.  No Trustor shall make any Asset Sale unless the proceeds of such Asset Sale are applied as permitted or required by Section 4.13 of the Indenture.

Section  6.3.  No Cooperative or Condominium.  No Trustor shall operate or permit the Property to be operated as a cooperative or condominium building or buildings in which the tenants or occupants participate in the ownership, control or management of the Property or any part thereof, as tenant stockholders or otherwise.

ARTICLE  7.

CASUALTIES AND CONDEMNATION

Section  7.1.  Casualties.

7.1.1.   The Trustors shall notify Beneficiary in writing promptly after loss or damage caused by fire, wind or other casualty to the Property (“Casualty”).

7.1.2.   Any and all Net Cash Proceeds (as defined in the Indenture) from Insurance Policies shall be treated in accordance with Section 4.13 of the Indenture and shall be released to the Trustors or applied to the discharge of the Secured Obligations as set forth in the Indenture.

7.1.3.   If the Trustors elect to apply Net Cash Proceeds of insurance to restoration, the Trustors agree promptly and without delay (a) to enter into, and deliver to Beneficiary a certified copy of, one or more architect and building contracts providing for the restoration and reconstruction of the Property to as good or better condition as existed prior to the Casualty and (b) to begin to restore and reconstruct the Property and, thereafter, to proceed diligently therewith in accordance with plans, specifications, architectural standards and design reasonably determined by the Trustors.

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7.1.4.   Notwithstanding anything to the contrary contained herein, in the event of any uninsured Casualty, the Trustors shall promptly within a reasonable time, at their own cost and expense, restore and reconstruct the Property to as good or better condition as existed prior to the Casualty.  The Trustors shall have the sole right to settle any and all losses and claims unless an Event of Default then exists.

Section  7.2.  Condemnation.   The Trustors, immediately upon obtaining knowledge of the institution of any proceedings for the condemnation of the entire Property or any material portion thereof, shall notify Trustee and Beneficiary of the pendency of such proceedings.  Trustee and Beneficiary may participate in any such proceedings and the Trustors from time to time shall deliver to Beneficiary all instruments requested by Beneficiary to permit such participation; provided, however, that the Trustors shall have the sole right to participate in and settle any and all such proceedings unless an Event of Default then exists.  In any such condemnation proceedings Beneficiary may be represented by counsel selected by Beneficiary at the sole cost and expense of the Trustors.  The Trustors shall cause the Net Cash Proceeds of any award or compensation or payment in lieu or settlement thereof, to be applied as set forth in Section 4.13 of the Indenture.

ARTICLE  8.

REMEDIES OF BENEFICIARY

Section  8.1.  Event of Default.  Subject to any applicable cure period provided for in the Indenture or in this Deed of Trust, or if no cure period has been specified then thirty (30) days after Beneficiary has provided written notice to the Trustors with respect thereto (any such cure periods to run concurrently and not consecutively), any of the following shall be deemed to be an “Event of Default” hereunder:

8.1.1.   The occurrence of one or more “Events of Default” (as defined in Section 6.1 of the Indenture) shall constitute an Event of Default under this Deed of Trust.

8.1.2.    Failure of the Trustors to perform any of the terms, covenants and conditions in this Deed of Trust or any of the other Indenture Documents.

8.1.3.   Any statement, representation or warranty given by any Trustor to Trustee or Beneficiary in any of the Indenture Documents, in connection with the Indenture or in any other document provided by the Trustors, including this Deed of Trust, is found to be materially false or misleading.

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8.1.4.   A material default under, or the institution of foreclosure or other proceedings to enforce, any Lien or Permitted Lien of any kind upon the Property or any portion thereof.

8.1.5.   Any transfer of the Property or any portion thereof in violation of Section 6.2 hereof.

8.1.6.   Failure of any Trustor to perform any material obligation under any Ground Lease, if such failure has not been cured within any applicable cure period set forth in such Ground Lease.

Section  8.2.  Remedies. At any time after an Event of Default, subject to any restrictions contained in the Intercreditor Agreement, Beneficiary may:

8.2.1.   In person, by agent, or by a receiver, and without regard to the adequacy of security, the solvency of any Trustor or any other matter, (i) enter upon and take possession of the Property, or any part thereof, in its own name or in the name of Trustee, (ii) inspect the Property for the purpose of determining the existence, location, nature and magnitude of any past or present release of Hazardous Materials into, onto, beneath or from the Property, (iii) negotiate with Governmental Authorities with respect to compliance with Environmental Requirements and remedial measures, (iv) take any action necessary to ensure compliance with Environmental Requirements, including, but not limited to, spending Rents in connection with any cleanup, remediation or other response action with respect to Hazardous Materials or (v) sue for or otherwise collect the Rents, issues and profits thereof and apply the same, less costs and expenses of operation and collection, including reasonable attorneys’ fees actually incurred, to the Secured Obligations, all in such order as Beneficiary may determine. The entering upon and taking possession of said Property, the collection of such Rents, issues and profits and the application thereof as aforesaid shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice, or deprive Beneficiary of the benefits of any indemnity set forth herein;

8.2.2.   Commence an action to foreclose this Deed of Trust in the manner provided by Applicable Laws for the foreclosure of mortgages or deeds of trust of real property;

8.2.3.   Seek a judgment that any Trustor has breached its covenants, representations and/or warranties set forth in this Deed of Trust or any other Indenture Document regarding Environmental Requirements and/or Hazardous Materials, by commencing, maintaining and concluding, and enforcing a judgment arising from, an action for breach of contract, without regard to whether Beneficiary has commenced an action to foreclose this Deed of Trust, and to seek injunctive or other appropriate equitable relief and/or the recovery of any and all Environmental Damages, it being conclusively presumed between the Trustors and Beneficiary that any reasonable costs advanced or expenses actually incurred by Beneficiary relating to the cleanup,

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remediation or other response action with respect to the Property were made or incurred by Beneficiary in good faith.

8.2.4.   Deliver to Trustee a written declaration of default and demand for sale, and a written notice of default and election to cause the Property to be sold, which notice Trustee or Beneficiary shall cause to be duly filed for record;

8.2.5.   If the Secured Obligations become or are declared immediately due and payable pursuant to Section 6.2 of the Indenture and the Trustors fail to make such payment as and when due, then Beneficiary may waive its Liens against any parcel of the Property or all or any portion of the Fixtures or Personalty attached to the Property, to the extent such property is determined to be environmentally impaired, and to exercise any and all rights of an unsecured creditor against the Trustors and all of Trustors’ assets for the recovery of any deficiency, including, but not limited to, seeking an attachment order. EACH TRUSTOR ACKNOWLEDGES AND AGREES THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXPRESS OR IMPLIED, IN THIS DEED OF TRUST OR IN ANY OF THE OTHER INDENTURE DOCUMENTS (INCLUDING, WITHOUT LIMITATION, ANY NONRECOURSE OR EXCULPATORY LANGUAGE, IF ANY), THE TRUSTORS SHALL BE PERSONALLY LIABLE FOR ANY RECOVERY DESCRIBED IN THIS PARAGRAPH 8.2.5. AND SUCH LIABILITY SHALL NOT BE LIMITED TO THE AMOUNT OF THE NOTES;

8.2.6.   With respect to any Personalty, proceed as to both the real and personal property in accordance with Beneficiary’s rights and remedies in respect of the Property, or proceed to sell said Personalty separately and without regard to the Property in accordance with Beneficiary’s rights and remedies; and/or

8.2.7.   Pursue any and all other remedies it may have, at law or in equity, or under any other document or instrument, except as otherwise provided in the Indenture.

Section  8.3.  Power of Sale. Should Beneficiary elect to foreclose by exercise of the power of sale herein contained, Beneficiary shall notify Trustee and shall deposit with Trustee this Deed of Trust and such receipts and evidence of expenditures made and secured hereby as Trustee may require.

8.3.1.   Upon receipt of such notice from Beneficiary, Trustee shall cause to be recorded, published and delivered to the Trustors notices of default and sale to be given in accordance with the provisions of Applicable Laws, including NRS Chapter 107.  Trustee shall, without demand on the Trustors, after lapse of such time as may then be required by Applicable Laws and after recordation of such notice of default and after notice of sale having been given as required by law, sell the Trust Estate at the time and place of sale fixed by it in said notice of sale, either as a whole, or in separate lots or parcels or items as Trustee shall deem expedient, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States payable at the time of sale.  Trustee shall deliver to such purchaser or purchasers thereof

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its good and sufficient deed or deeds conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any Person, including, without limitation, the Trustors or Beneficiary, may purchase at such sale and the Trustors hereby, jointly and severally, covenant to warrant and defend the title of such purchaser or purchasers against the claims of all Persons claiming by, through or under any of the Trustors. If allowed by law, Beneficiary, if it is the purchaser, may apply the amount of the Secured Obligations then due and payable toward payment of the purchase price. Each Trustor hereby waives its right, if any, to require that the Property be sold as separate tracts or units in the event of foreclosure.

8.3.2.   Trustee, upon such sale, shall make (without any covenant or warranty, express or implied), execute and, after due payment made, deliver to purchaser or purchasers, or his or their heirs or assigns, a deed or deeds, or other record or records of interest, as the case may be, in and to the Property so sold that shall convey to the purchaser all the title and interest of the Trustors in the Property (or the portion thereof sold), and after deducting all costs, fees and expenses of Trustee and of this Deed of Trust, including costs of evidence of title in connection with sale, shall apply the proceeds of sale to payment of (i) all sums expended under the terms hereof, not then repaid, with accrued interest at the Defaulted Interest rate and (ii) all other sums then secured hereby and the remainder, if any, to the Person or Persons legally entitled thereto.

8.3.3.   Trustee may postpone sale of all or any portion of the Trust Estate by public announcement at such time and place of sale, or as otherwise permitted by Applicable Laws, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement or subsequently noticed sale, and without further notice make such sale at the time fixed by the last postponement, or may, in its discretion, give a new notice of sale. Beneficiary may rescind any notice of default at any time before Trustee’s sale by executing a notice of rescission and recording the same. The recordation of such notice of rescission shall constitute a cancellation of any prior declaration of default and demand for sale. The exercise by Beneficiary of the right of rescission shall not constitute a waiver of any default then existing or subsequently occurring, or impair the right of Beneficiary to execute other declarations of default and demand for sale, or notices of default and of election to cause the Property to be sold nor otherwise affect the Indenture Documents or this Deed of Trust, or any of the rights, obligations or remedies of Beneficiary or Trustee hereunder.

Section  8.4.  Proof of Default. In the event of a sale of the Property, or any part thereof, and the execution of a deed or deeds therefor, the recital therein of default, and of recording notice of breach and election of sale, and of the elapsing of the required time (if any) between the foregoing recording and the following notice, and of the giving of notice of sale, and of a demand by Beneficiary, or its successors or

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assigns, that such sale should be made, shall be conclusive proof of such default, recording, election, elapsing of time, and of the due giving of such notice, and that the sale was regularly and validly made on due and proper demand by Beneficiary, its successors or assigns; and any such deed or deeds with such recitals therein shall be effectual and conclusive against each and any Trustor, its successors and assigns, and all other Persons; and the receipt for the purchase money recited or contained in any deed executed to the purchaser as aforesaid shall be sufficient discharge to such purchaser from all obligations to see to the proper application of the purchase money.

Section  8.5.   Protection of Security. If an Event of Default shall have occurred and be continuing, then upon at least fifteen (15) days prior written notice to the Trustors and without releasing the Trustors from any obligations or defaults hereunder, Beneficiary or Trustee shall have the right, but not the obligation, to: (i) make payment or otherwise perform such obligations of the Trustors upon which such Event of Default is based in such manner and to such extent as either may reasonably deem necessary to protect the security hereof, Beneficiary and Trustee being authorized to enter upon the Property for such purpose; (ii) appear in and defend any action or proceeding purporting to affect, in any manner whatsoever, the Secured Obligations, the security hereof or the rights or powers of Beneficiary or Trustee; (iii) pay, purchase or compromise any encumbrance, charge or Lien (other than Permitted Liens); (iv) advance any and all costs and expenses reasonably necessary to cure or pay Environmental Damages or otherwise to comply with Environmental Requirements; and (v) in exercising any such powers, pay necessary expenses, employ counsel and pay attorneys’ fees. The Trustors hereby agree to repay within thirty (30) days after receipt of written demand all reasonable sums actually expended by Trustee or Beneficiary pursuant to this Section 8.5. with interest at the Defaulted Interest rate from the date of expenditure by Beneficiary, and such sums, with interest, shall be secured hereby.

Section  8.6.  Receiver. If an Event of Default shall have occurred and be continuing, Beneficiary, as a matter of strict right and without regard to the then value of the Property, shall have the right to apply to any court having jurisdiction to appoint a Receiver or Receivers of the Property. Any such Receiver or Receivers shall have all the powers and duties of receivers under Applicable Laws in like or similar cases and all the powers and duties of Beneficiary in case of entry as provided in this Deed of Trust, and shall continue as such and exercise all such powers until the date of confirmation of sale, unless such receivership is sooner terminated.

Section  8.7.  Curing of Defaults.

8.7.1.    If any Trustor shall at any time fail to perform or comply with any of the terms, covenants and conditions required on such Trustor’s part to be performed and complied with under this Deed of Trust or any other Indenture Document relating to the Trust Estate (after the lapse of any cure period provided therein), then Beneficiary shall have the right, but not the obligation, without waiving or releasing any of the Secured Obligations, to:

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8.7.1.1.  make any payments thereunder payable by the Trustors and take out, pay for and maintain any of the insurance policies provided for therein, and/or

8.7.1.2.  after the expiration of any applicable grace period and subject to the Trustors’ rights to contest certain obligations specifically granted hereby, perform any such other acts thereunder on the part of the Trustors to be performed and enter upon the Property and incur reasonable attorneys’ fees and expenses for such purpose.

8.7.2.   The making by Beneficiary of such payment out of Beneficiary’s own funds shall not, however, be deemed to cure such default by such Trustor, and the same shall not be so cured unless and until the Trustors shall have reimbursed Beneficiary within the applicable cure period for such payment including interest at the Defaulted Interest rate from the date of such expenditure. All sums so paid and all reasonable costs and expenses actually incurred and paid by Beneficiary in connection with the performance of any such act, together with interest on unpaid balances thereof at the Defaulted Interest rate from the respective dates of Beneficiary’s making of each such payment, shall be secured by the Lien of this Deed of Trust, prior to any right, title or interest in or claim upon the Property attaching or accruing subsequent to the Lien of this Deed of Trust, and shall be payable by the Trustors to Beneficiary within thirty (30) days after receipt of written demand.

Section  8.8.  Remedies Cumulative.  All remedies of Beneficiary provided for herein are cumulative and shall be in addition to any and all other rights and remedies provided in the other Indenture Documents or provided by Applicable Law, including any banker’s Lien and right of offset. The exercise of any right or remedy by Beneficiary hereunder shall not in any way constitute a cure or waiver of default hereunder or under the Indenture Documents, or invalidate any act done pursuant to any notice of default, or prejudice Beneficiary in the exercise of any of its rights hereunder or under the Indenture Documents unless, in the exercise of said rights, all Secured Obligations are fully discharged.

ARTICLE  9.

SECURITY AGREEMENT AND FIXTURE FILING

Section  9.1.  Grant of Security Interest.  To secure the payment and performance of the Secured Obligations as and when due, each Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, security interests (collectively, the “Security Interest”) in, all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets:

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9.1.1.   Any and all “chattel paper” as such term is defined in Section 9-105(b) of the UCC (the “Chattel Paper”);

9.1.2.    Any and all “accounts” as such term is defined in Section 9-106 of the UCC (the “Accounts”);

9.1.3.    Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller’s rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith.  Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificates of deposit and other writings that evidence a right to the payment of money by any other Person (“Receivables”).

9.1.4.   Any and (a) all original copies of all documents, instruments or other writings evidencing the Receivables, (b) all books, correspondence, credit or other files, records, ledger sheets or cards, invoices, and other papers relating to Receivables, including without limitation all tapes, cards, computer tapes, computer discs, computer runs, record keeping systems and other papers and documents relating to the Receivables, whether in the possession or under the control of any Trustor or any computer bureau or agent from time to time acting for any Trustor or otherwise and (c) all credit information, reports and memoranda relating thereto (“Receivables Records”);

9.1.5.   Any and all rights to payment:

9.1.5.1.  to the extent not included in Accounts, Receivables or Chattel Paper, receivable from any credit card company (such as Visa, MasterCard, American Express and Diner’s Club), whether arising out of or relating to the sale of lodging, goods and services by the Trustors or otherwise; and

9.1.5.2.  of money not listed above and any and all rights, titles, interests, securities, Liens and guaranties evidencing, securing, guaranteeing payment of or in any way relating to any Receivables;

9.1.6.    “Inventory” as such term is defined in Section 9-109(4) of the UCC, including without limitation and in any event, all goods (whether such goods are in the possession of the Trustors or a lessee, bailee or other Person for sale, lease, storage, transit, processing, use or otherwise and whether consisting of whole goods, spare parts, components, supplies, materials or consigned or returned or repossessed goods) which are

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held for sale or lease or are to be furnished (or which have been furnished) under any contract of service or which are raw materials or work in progress or materials used or consumed in any Trustor’s business (“Inventory”);

9.1.7.   Any and all equipment “equipment” as such term is defined in Section 9-109(2) of the UCC, including, without limitation (“Equipment”):

9.1.7.1.  machinery, machine tools, manufacturing equipment, data processing equipment, computers, office equipment, furniture, appliances, rolling stock, motors, pumps, controls, tools, parts, works of art, furnishings and trade fixtures, all athletic equipment and supplies and all molds, dies, drawings, blueprints, reports, catalogs and computer programs related to any of the above,

9.1.7.2.  ships, boats, barges and vessels (whether under construction or completed) and any and all masts, bowsprits, boilers, engines, sails, fittings, anchors, cables, chains, riggings, tackle, apparel, capstans, outfits, gears, appliances, fittings and spare and replacement parts and other appurtenances, accessories and additions, improvements and replacements thereto, whether on board or not on board, in or to any ship, boat, barge or vessel,

9.1.7.3.  slot machines, electronic gaming devices and related equipment, crap tables, blackjack tables, roulette tables, baccarat tables, keno apparatus, cards, dice, gaming chips and plaques, tokens, chip racks, dealing shoes, dice cups, dice sticks, layouts, paddles, roulette balls and other supplies and items used in connection with gaming operations, and

9.1.7.4.  stones, wood, steel and other materials used or to be used in the building, construction, repair, renovation, refurbishment or otherwise with respect to improvements or ships, boats, barges or vessels.

9.1.8.   Any and all “fixtures” as such term is defined in Section 9-313 of the UCC, including without limitation, machinery, equipment or appliances for generating, storing or distributing air, water, heat, electricity, light, fuel or refrigeration, for ventilating or sanitary purposes, elevators, safes, laundry, kitchen and athletic equipment, trade fixtures, and telephone, television and other communications equipment (the “Fixtures”);

9.1.9.   Any and all “documents” as such term is defined in Section 9-105(f) of the UCC (the “Documents”);

9.1.10.    Any and all “general intangibles” as such term is defined in Section 9-106 of the UCC (together with any property listed under Section 9.1.4. relating thereto, the “General Intangibles”), including, without limitation and in any event, rights to the following:  payment of money, Trademarks, Copyrights, Patents, Contracts, licenses and franchises, limited and general partnership interests and joint venture

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interests, federal income tax refunds, trade names, distributions on certificated securities (as defined in Section 8-102(1)(a) of the UCC) and uncertificated securities (as defined in Section 8-102(1)(b) of the UCC), computer programs and other computer software, inventions, designs, trade secrets, goodwill, proprietary rights, customer lists, Player Tracking Systems, supplier contracts, sale orders, correspondence, advertising materials, payments due in connection with any requisition, confiscation, condemnation, seizure or forfeiture of any property, reversionary interests in pension and profit-sharing plans and reversionary, beneficial and residual interests in trusts, credits with and other claims against any Person, together with any collateral for any of the foregoing and the rights under any security agreement granting a security interest in such collateral;

9.1.11.    The account (which may be a securities account) established and maintained pursuant to Section 5.5 of the Senior Secured Note Security Agreement by Beneficiary, The Bank of New York, as collateral agent, secured party, and all funds, securities and other property or other items from time to time credited to such account and all interest, income and distributions thereon (“Collateral Account”);

9.1.12.   Any and all (i) Pledged Capital Stock (as defined in the Senior Secured Note Security Agreement), (ii) Distributions on Pledged Securities (as constituted immediately prior to such Distribution) constituting securities (whether debt or equity securities or otherwise), (iii) other or additional stock, notes, securities or property paid or distributed in respect of Pledged Securities (as constituted immediately prior to such payment or distribution) by way of stock-split, spin-off, split-up, reclassification, combination of shares or similar rearrangement and (iv) other or additional stock, notes, securities or property (including cash) that may be paid in respect of Pledged Securities (as constituted immediately prior to such payment) by reason of any consolidation, merger, exchange of stock, conveyance of assets, liquidation, bankruptcy or similar corporate reorganization or other disposition of Pledged Securities (“Pledged Securities”);

9.1.13.   Any and all dividends, distributions, payments of interest and principal and other amounts (whether consisting of cash, securities, personalty or other property) from time to time received, receivable or otherwise distributed in respect of or in exchange or substitution for any of the Pledged Securities (“Distributions”);

9.1.14.    Any and all “instruments” as such term is defined in Section 9-105(1)(i) of the UCC (“Instruments”);

9.1.15.   The Copyrights, the Patents, the Trademarks, the Trade Secrets and Intellectual Property, all as defined in the Senior Secured Note Security Agreement (“Intellectual Property Collateral”);

9.1.16.    Any and all contracts between any of the Trustors and one or more additional parties (“Contracts”);

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9.1.17.    Any and all interest rate or currency protection or hedging arrangements, including without limitation, caps, collars, floors, forwards and any other similar or dissimilar interest rate or currency exchange agreements or other interest rate or currency hedging arrangements (“Hedging Agreements”);

9.1.18.    Any and all motor vehicles, tractors, trailers and other like property, if title thereto is governed by a certificate of title ownership (“Motor Vehicles”);

9.1.19.    Any and all books, records, computer software, computer printouts, customer lists, blueprints, technical specifications, manuals, and similar items which relate to any Personalty or Fixtures other than such items obtained under license or franchise agreements that prohibit assignment or disclosure of such items (“Books and Records”);

9.1.20.   Any and all other “Collateral” (as such term is defined in the Senior Secured Note Security Agreement);

9.1.21.   Any and all accessions, appurtenances, components, repairs, repair parts, spare parts, renewals, improvements, replacements, substitutions and additions to, of or with respect to any of the foregoing;

9.1.22.   Any and all rights, remedies, powers and privileges of the Trustors with respect to any of the foregoing; and

9.1.23.   Any and all proceeds and products of any of the foregoing, whether now held and existing or hereafter acquired or arising, including all rents, issues, income and profits of or from any of the foregoing (collectively, the “Proceeds”).  “Proceeds” shall include (i) whatever is now or hereafter received by the Trustors upon the sale, exchange, collection, other disposition or operation of any item of Personalty, whether such proceeds constitute accounts, general intangibles, instruments, securities, documents, letters of credit, chattel paper, deposit accounts, money, goods or other personal property, (ii) any amounts now or hereafter payable under any insurance policy by reason of any loss of or damage to any Personalty or the business of the Trustors, (iii) all rights to payment and payments for hotel room occupancy (and related reservations) and the sale of services or products in connection therewith, (iv) the right to further transfer, including by pledge, mortgage, license, assignment or sale, any of the foregoing, and (v) any items that are now or hereafter acquired by the Trustors with any of the foregoing, provided that “Proceeds” shall not include any Proceeds that are of a type of asset that would constitute an Excluded Asset.

Section  9.2.   Remedies, etc.  This Deed of Trust constitutes a security agreement with respect to the Personalty, in which Beneficiary is granted a security interest hereunder, and Beneficiary shall have all of the rights and remedies of a secured party under the Applicable UCC and the other Indenture Documents as well as all other rights and remedies available at law or in equity.  Upon the occurrence and during the

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continuance of any Event of Default hereunder, Beneficiary shall have (i) the right to cause any of the Personalty which is personal property to be sold at any one or more public or private sales as permitted by Applicable Laws and apply the proceed thereof to the Secured Obligations, (ii) the right to collect and apply to the Secured Obligations any Personalty which is cash, Notes Receivable, other rights to payment or Chattel Paper, and (iii) all other rights and remedies, whether at law, in equity, or by statute as are available to secured creditors under Applicable Laws.  Any such disposition may be conducted by an employee or agent of Beneficiary or Trustee.  To the maximum extent permitted by Applicable Law, any Person, including any or both of any Trustor and Beneficiary, shall be eligible to purchase any part or all of such Personalty at any such disposition.  Beneficiary shall give the Trustors at least ten (10) days’ prior written notice of the time and place of any public sale or other disposition of such Personalty or of the time of or after which any private sale or any other intended disposition is to be made, and if such notice is sent to the Trustors in the manner provided for the mailing of notices herein, it is hereby deemed such notice shall be and is commercially reasonable notice to the Trustors.

Section  9.3.  Expenses.  Reasonable expenses actually incurred of retaking, holding, preparing for sale, selling or the like shall be borne by the Trustors and shall include Beneficiary’s and Trustee’s reasonable attorneys’ fees, charges and disbursements (including, without limitation, any and all costs of appeal).

Section  9.4.  Fixture Filing.

9.4.1.   This Deed of Trust shall be effective as a Financing Statement filed as a fixture filing from the date of the recording hereof in accordance with NRS Section 104.9402.  In connection therewith, the addresses of each Trustor as debtor (“Debtor”) and Beneficiary as secured party (“Secured Party”) are set forth on Schedule 9.4.1 hereto.  The address of Beneficiary, as the Secured Party, is also the address from which information concerning the security interest may be obtained by any interested party.

9.4.1.1.  The property subject to this fixture filing is described in Sections 9.1.7. and 9.1.8.

9.4.1.2.  Portions of the property subject to this fixture filing as identified in Section 9.4.1.1. above are or are to become fixtures related to the real estate described on Exhibit A and Exhibit B-2 to this Deed of Trust.

9.4.1.3.    Secured Party is: The Bank of New York.

9.4.1.4.  Debtors are each of:  RBG, LLC, a Nevada limited-liability company, Virgin River Casino Corporation, a Nevada corporation, B & BB, Inc., a Nevada corporation, CasaBlanca Resorts, LLC, a Nevada limited-liability company, and Oasis Interval Ownership, LLC, a Nevada limited-liability company.

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9.4.1.5.  The record owners or lessees of the Property are:  RBG, LLC, a Nevada limited-liability company, Virgin River Casino Corporation, a Nevada corporation, B & BB, Inc., a Nevada corporation, CasaBlanca Resorts, LLC, a Nevada limited-liability company, and Oasis Interval Ownership, LLC, a Nevada limited-liability company.

9.4.2.   In the event any Trustor shall fail, beyond any applicable notice and grace periods, to make any payment or perform any covenant related to any security interest in favor of any Person other than Beneficiary, Beneficiary may, at its option, within fifteen (15) days after notice to the Trustors or if Beneficiary’s immediate action is reasonably necessary to protect the Lien hereof or its security for the Secured Obligations, at any time without prior notice to the Trustors, pay the amount secured by such security interest, and the amount so paid shall be (i) secured by this Deed of Trust and shall be a Lien on the Property enjoying the same priorities vis-a-vis the estates and interests encumbered hereby as this Deed of Trust, (ii) added to the amount of the Secured Obligations, and (iii) payable within thirty (30) days after receipt of written demand with interest at the Defaulted Interest rate from the time of such payment; or Beneficiary shall have the privilege of acquiring by assignment from the holder of such security interest any and all contract rights, accounts receivable, chattel paper, negotiable or non-negotiable instruments and other evidence of the Trustors’ indebtedness secured by such fixtures, and, upon acquiring such interest by assignment, shall have the right to enforce the security interest as assignee thereof, in accordance with the terms and provisions of the Applicable UCC, as amended or supplemented, and in accordance with other Applicable Laws.

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ARTICLE  10.

ASSIGNMENT OF RENTS

Section  10.1.  Assignment of Rents.  Subject to Section 10.2 and to Applicable Gaming Laws, as of the execution of this Deed of Trust, each Trustor hereby absolutely and unconditionally assigns and transfers to Beneficiary all of the Rents, whether now due, past due or to become due, and hereby gives to and confers upon Beneficiary the right, power and authority to collect such Rents and apply the same to the Secured Obligations secured hereby.  Each Trustor irrevocably appoints Beneficiary its true and lawful attorney, at the option of Beneficiary at any time while an Event of Default exists, to demand, receive and enforce payment, to give receipts, releases and satisfactions, and to sue, either in the name of any Trustor or in the name of Beneficiary, for all such Rents and apply the same to the Secured Obligations secured hereby.  It is hereby recognized that the power of attorney herein granted is coupled with an interest and shall not be revocable. It is understood and agreed that neither the foregoing assignment of Rents to Beneficiary nor the exercise by Beneficiary or any of its rights or remedies under this Deed of Trust shall be deemed to make Beneficiary a “mortgagee-in-possession” or otherwise responsible or liable in any manner with respect to the Property or the use, occupancy, enjoyment or operation of all or any portion thereof, unless and until Beneficiary, in person or by its own agent, assumes actual possession thereof, nor shall appointment of a Receiver for the Property by any court at the request of Beneficiary or by agreement with any Trustor or the entering into possession of the Property or any part thereof by such Receiver be deemed to make Beneficiary a “mortgagee-in-possession” or otherwise responsible or liable in any manner with respect to the Property or the use, occupancy, enjoyment or operation of all or any portion thereof.

Section  10.2.  Collection of Rents.  Notwithstanding anything to the contrary contained herein, so long as no Event of Default shall occur and be continuing, the Trustors shall have a license, revocable upon the occurrence and during the continuance of an Event of Default, to collect all Rents from the Property and to retain, use and enjoy the same and to otherwise exercise all rights with respect thereto, subject to the terms hereof.  Upon the occurrence and during the continuance of an Event of Default, the license hereinabove granted to the Trustors shall, without the requirement of the giving of notice or taking of any action by any party, be revoked, and Beneficiary shall have the complete right and authority to exercise and enforce any and all of its rights and remedies provided herein or by Applicable Laws.

ARTICLE  11.

ENVIRONMENTAL MATTERS

Section  11.1.  Representations and Warranties.  In the ordinary course of business, each Trustor conducts a periodic review of the effect of Environmental Requirements on its business, operations and properties in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for cleanup, closure of properties or compliance with Environmental Requirements or any Permit, any related constraints on operating activities and any potential liabilities to third parties).  On the basis of such review, the Trustors

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have reasonably concluded that such associated costs and liabilities could not reasonably be expected, singly or in the aggregate, to have a Material Adverse Effect.  Except as disclosed in the Offering Circular or as otherwise could not, singly or in the aggregate, have a Material Adverse Effect:

11.1.1.   Each Trustor (i) has obtained all Permits that are required with respect to the operation of its business, property and assets under the Environmental Requirements and is in compliance with all terms and conditions of such required Permits, and (ii) is in compliance with all Environmental Requirements (including, without limitation, compliance with standards, schedules and timetables therein);

11.1.2.   No portion of the Trust Estate is listed or proposed for listing on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both promulgated under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or on any other state or local list established pursuant to any Environmental Requirement, and the Trustors have not received any notification of potential or actual liability or request for information under CERCLA or any comparable state or local law;

11.1.3.   No underground storage tank or other underground storage receptacle, or related piping, is located on the Land in violation of any Environmental Requirement;

11.1.4.   There have been no releases (i.e., any past or present releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing or dumping, on-site or, to the best knowledge of any Trustor after due inquiry, off-site) of Hazardous Materials by any Trustor or any predecessor in interest or any person or entity whose liability for any release of Hazardous Materials, any Trustor has retained or assumed either contractually or by operation of law at, on, under, from or into any facility or real property owned, operated, leased, managed or controlled by any such person;

11.1.5.   No Trustor nor any person or entity whose liability any Trustor has retained or assumed either contractually or by operation of law has any liability, absolute or contingent, under any Environmental Requirement, and there is no proceeding pending or threatened against any of them under any Environmental Requirement; and

11.1.6.   There are no events, activities, practices, incidents or actions or conditions, circumstances or plans that may interfere with or prevent compliance by the Trustors with any Environmental Requirement, or that may give rise to any liability under any Environmental Requirements.

11.1.7.   The above representations and warranties contained in this Section 11.1 shall survive the termination, release and/or reconveyance of this Deed of Trust and the discharge of the Trustors’ other obligations hereunder.

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Section  11.2.  Environmental Covenants.  Each Trustor shall at all times comply with the following requirements:

11.2.1.   No Trustor shall cause or permit any material amount of Hazardous Material to be brought upon, treated, kept, stored, disposed of, discharged, released, produced, manufactured, generated, refined or used upon, within or beneath the Property or any portion thereof by Trustor, its agents, employees, contractors, or invitees, or any other Person, except in compliance with all Environmental Requirements and only in the course of such Person’s legitimate business operations at the Property (which shall not include any business primarily for treatment, storage, disposal, discharge, release, production, manufacture, generation, refinement or use of Hazardous Materials).

11.2.2.   No Trustor shall cause or permit the existence or the commission by such Trustor, its agents, employees, contractors or invitees, or by any other Person of a material violation of any Environmental Requirements upon, within or beneath the Property or any portion thereof.

11.2.3.   No Trustor shall dispose of, discharge or release or cause or permit the disposal, discharge or release of any material amount of Hazardous Materials from the Property into any Public Waters in material violation of any Environmental Requirements.

11.2.4.   No Trustor shall create or suffer to exist with respect to the Property or permit any of its agents to create or suffer to exist any environmental Lien, security interest or other charge or encumbrance of any kind (other than a Permitted Lien), including, without limitation, any Lien imposed pursuant to Section 107(f) of the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C. Section 9607(1)) or any similar state statute.

11.2.5.   Each Trustor shall, at its sole cost and expense, promptly take any and all actions required by any federal, state or local governmental agency or political subdivision or reasonably necessary (as hereinafter provided) to mitigate Environmental Damages, which requirements or necessity arise from the presence upon, about or beneath the Property, of a material amount of Hazardous Material or a material violation of Environmental Requirements or the disposal, discharge or release of a material amount of Hazardous Materials from the Property into the Public Waters.  Such actions shall include, but not be limited to, the investigation of the environmental condition of the Property, the preparation of any feasibility studies, reports or remedial plans, and the performance of any cleanup, remediation, containment, operation, maintenance, monitoring or restoration work, whether on or off of the Property (provided that a Trustor shall be obligated to take actions off of the Property only if such Trustor shall have the legal right to do so and shall be expressly required to do so by Environmental Requirements).  Each Trustor shall take all actions as are reasonably necessary to restore the Property or the Public Waters to substantiality the condition existing prior to the

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introduction of Hazardous Material by any Trustor upon, about or beneath the Property, notwithstanding any lesser standard of remediation allowable under Applicable Laws or governmental policies, but recognizing the economic impracticability of remediating to a level where Hazardous Materials are no longer detectable.  Each Trustor shall proceed continuously and diligently with such investigatory and remedial actions, provided that in all cases such actions shall be in accordance with Applicable Laws.  Any such actions shall be performed in a good, safe and workmanlike manner and shall minimize any impact on the business conducted at the Property.  The Trustors shall pay all costs in connection with such investigatory and remedial activities, including, but not limited to, all power and utility costs, and any and all taxes or fees that may be applicable to such activities.  The Trustors shall promptly provide to Beneficiary copies of testing results and reports that are generated in connection with the above activities.  Promptly upon completion of such investigation and remediation, the Trustors shall permanently seal or cap all monitoring wells and test holes to industrial standards in compliance with Applicable Laws and regulations, remove all associated equipment, and restore the Property to the extent reasonably possible, which shall include, without limitation, the repair of any surface damage, including paving, caused by such investigation or remediation hereunder.

11.2.6.   If any Trustor shall become aware of or receive notice or other communication concerning any actual, alleged, suspected or threatened violation of Environmental Requirements, or liability of any Trustor for Environmental Damages in connection with the Property or past or present activities of any Person thereon, including, but not limited to, notice or other communication concerning any actual or threatened investigation, inquiry, lawsuit, claim, citation, directive, summons, proceedings, complaint, notice, order, writ or injunction, relating to same, then the Trustors shall deliver to Beneficiary, within fifteen (15) days of the receipt of such notice or communication by any Trustor, a written description of said violation, liability, or actual or threatened event or condition, together with copies of any documents evidencing same.  Receipt of such notice shall not be deemed to create any obligation on the part of Beneficiary to defend or otherwise respond to any such notification.

11.2.7.   The Trustors agree, jointly and severally, to indemnify, reimburse, defend, exonerate, pay and hold harmless Beneficiary, its successors and assigns, the Holders, and their respective directors, officers, shareholders, employees, agents, contractors, subcontractors, experts, licensees, affiliates, lessees, trustees, and invitees (collectively, the “Indemnitees”) from and against any and all Environmental Damages arising from the discharge, disposal or release of Hazardous Materials from the Property into the Public Waters or from the presence of Hazardous Materials upon, about or beneath the Property or migrating to or from the Property, or arising in any manner whatsoever out of the violation of any Environmental Requirements pertaining to the Property and the activities thereon, whether foreseeable or unforeseeable, and regardless of when such Environmental Damages occurred, except to the extent directly caused by conduct (other than inaction) on the part of such Indemnitee with respect to the Property or any such Indemnitee’s grossly negligent or wi1lful inaction or other conduct.  The

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indemnity obligations of the Trustors contained in this Section 11.2.7. shall survive the termination, release and/or reconveyance of this Deed of Trust and the discharge of the Trustors’ other obligations hereunder.

11.2.8.   Except for the last sentence of Section 4.5, and except for Sections 4.6, 4.7, 4.15 and 8.5, the other covenants of this Deed of Trust shall not apply to the subject matter of this Article 11.

ARTICLE  12.

MISCELLANEOUS

Section  12.1.  Beneficiary’s Expenses, Including Attorney’s Fees.  Regardless of the occurrence of a Default or Event of Default, the Trustors agree to pay to Beneficiary any and all advances, charges, costs and expenses, including the reasonable fees and expenses of counsel and any experts or agents, that Beneficiary may reasonably incur in connection with (i) the administration of this Deed of Trust, including any amendment or any workout or restructuring, (ii) the creation, perfection or continuation of the Lien of this Deed of Trust or protection of its priority or the Trust Estate, including the discharging of any prior or junior Lien or adverse claim against the Trust Estate or any part thereof that is not permitted hereby or by the Indenture, (iii) the custody, preservation or sale of, collection from, or other realization upon, any of the Trust Estate, (iv) the exercise or enforcement of any of the rights, powers or remedies of Beneficiary under this Deed of Trust or under Applicable Laws (including attorneys’ fees and expenses incurred by Beneficiary in connection with the operation, maintenance or foreclosure of the Lien of this Deed of Trust) or any bankruptcy proceeding or (v) the failure by any Trustor to perform or observe any of the provisions hereof.  All such amounts and all other amounts payable hereunder shall be payable on demand, together with interest at the Defaulted Interest rate.

Section  12.2.  Indemnity.  The Trustors, jointly and severally, hereby agree to indemnify and hold harmless the Indemnitees against (A) any and all transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Deed of Trust and the other Indenture Documents, and (B) any and all claims, actions, liabilities, costs and expenses of any kind or nature whatsoever (including fees and disbursements of counsel) that may be imposed on, incurred by, or asserted against any of them, in any way relating to or arising out of this Deed of Trust or any action taken or omitted by them hereunder, except to the extent that they resulted from the gross negligence or willful misconduct of any such Indemnitee.

Section  12.3.  Waivers; Modifications in Writing.  No amendment of any provision of this Deed of Trust (including a waiver thereof or consent relating thereto) shall be effective unless the same shall be in writing and signed by Beneficiary and the Trustors. Any waiver or consent relating to any provision of this Deed of Trust

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shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on any Trustor in any case shall entitle any Trustor to any other or further notice or demand in similar circumstances, except as otherwise provided herein or as required by law.

Section  12.4.  Cumulative Remedies; Failure or Delay.  The rights and remedies provided for under this Deed of Trust are cumulative and are not exclusive of any rights and remedies that may be available to Beneficiary under Applicable Laws, the other Indenture Documents or otherwise.  No failure or delay on the part of Beneficiary in the exercise of any power, right or remedy under this Deed of Trust shall impair such power, right or remedy or shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude other or further exercise of such or any other power, right or remedy.

12.4.1.   Successors and Assigns.  This Deed of Trust shall be binding upon and, subject to the next sentence, inure to the benefit of the Trustors and Beneficiary and their respective successors and assigns.  No Trustor shall assign or transfer any of its rights or obligations hereunder without the prior written consent of Beneficiary.  The benefits of this Deed of Trust shall pass automatically with any assignment of the Secured Obligations (or any portion thereof), to the extent of such assignment.

Section  12.5.  Independence of Covenants.  All covenants under this Deed of Trust shall each be given independent effect so that, if a particular action or condition is not permitted by any such covenant, the fact that it would be permitted by another covenant or by an exception thereto shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

Section  12.6.  Change of Law.  In the event of the passage, after the date of this Deed of Trust, of any law changing in any way the laws now in force for the taxation of mortgages, deeds of trust, or debts secured by mortgage or deed of trust (other than laws imposing taxes on income), or the manner of the collection of any such taxes, so as to affect adversely the rights of Beneficiary under this Deed of Trust, then an Event of Default shall be deemed to have occurred under Section 6.1 of the Indenture; provided, however, that no Event of Default shall be deemed to have occurred (i) if the Trustors, within thirty (30) days after the passage of such law, shall assume the payment of any tax or other charge so imposed upon Beneficiary for the period remaining until discharge in full of the Secured Obligations; provided, however, that such assumption is permitted by Applicable Laws, (ii) if the adverse effect upon Beneficiary of such tax or other charge is not material, or (iii) if and so long as the Trustors, at their expense, shall contest the amount or validity or application of any such tax or other charge by appropriate legal proceedings promptly initiated and conducted in good faith and with due diligence; provided that (A) neither the Property nor any substantial part thereof will be in danger of being sold, forfeited, terminated, canceled, or lost as a result of such contest and (B) except in the case of a tax or charge junior to the Lien of this Deed of Trust, the Trustors

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shall have posted such bond or furnished such other security as may be required by law to release such tax or charge.

Section  12.7.  No Waiver.  No waiver by Beneficiary of any Default or breach by any Trustor hereunder shall be implied from any omission by Beneficiary to take action on account of such Default if such Default persists or is repeated, no express waiver shall affect any Default other than the Default in the waiver, and such waiver shall be operative only for the time and to the extent therein stated.  Waivers of any covenant, term or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition.  The consent or approval by Beneficiary to or of any act by any Trustor requiring further consent or approval shall not be deemed to waive or render unnecessary the consent or approval to or of any subsequent similar act.

Section  12.8.  Notices.  All notices and other communications under this Deed of Trust shall be in writing and shall be personally delivered or sent by prepaid courier, by overnight, registered or certified mail (postage prepaid) or by prepaid telex, telecopy or telegram, and shall be deemed given when received by the intended recipient thereof.  Unless otherwise specified in a notice given in accordance with the foregoing provisions of this Section 12.8, notices and other communications shall be given to the parties hereto at their respective addresses (or to their respective facsimile or telecopier numbers) indicated in Schedule 12.2 of the Indenture.

Section  12.9.  References to Foreclosure.  References hereto to “foreclosure”‘ and related phrases shall be deemed references to the appropriate procedure in connection with Trustee’s private power of sale, any judicial foreclosure proceeding, and any deed given in lieu of any such Trustee’s sale or judicial foreclosure.

Section  12.10.  Joinder of Foreclosure.  Should Beneficiary hold any other or additional security for the payment and performance of any Secured Obligations, its sale or foreclosure, upon any default in such payment or performance, in the sole discretion of Beneficiary, may be prior to, subsequent to, or joined or otherwise contemporaneous with any sale or foreclosure hereunder.  Except as otherwise provided in the Indenture, in addition to the rights herein specifically conferred, Beneficiary, at any time and from time to time, may exercise any right or remedy now or hereafter given by law to beneficiaries under deeds of trust generally, or to the holders of any obligations of the kind hereby secured.

Section  12.11.  Rights and Secured Obligations of Beneficiary and Trustee.  At any time or from time to time, without liability therefor and without notice, and without releasing or otherwise affecting the liability of any Person for payment of any Secured Obligations, Beneficiary at its sole discretion and only in writing may subordinate the Liens or either of them, or charge hereof to the extent not prohibited by the Indenture. Beneficiary and Trustee shall, however, promptly upon the Trustors’ request from time to time, join in the following actions (including the execution and

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delivery of documents) as the Trustors determine are reasonably necessary for the development, use and operation of the Trust Estate: (i) the making of any map or plat of the Property, (ii) the granting, creating, amending and modifying of any customary easements, covenants, conditions and restrictions with respect to the Property and (iii) the application for and prosecution of any development, building, use and similar permits and land use and utility approvals and installations regarding the Property; provided, however, that Beneficiary and Trustee shall not be required to join in or take any such action (a) while an Event of Default exists, (b) to the extent such action would impair the Liens of this Deed of Trust or the first priority thereof or (c) to the extent prohibited by the Indenture.  Any such request shall be accompanied by an Officers’ Certificate (as defined in the Indenture).  Upon written request of Beneficiary and surrender of this Deed of Trust to Trustee for cancellation, and upon payment to Trustee of its reasonable fees and expenses actually incurred, Trustee shall cancel and reconvey this Deed of Trust.

Section  12.12.  Copies.  The Trustors shall promptly give to Beneficiary copies of all notices of material violations relating to the Property that the Trustors receive from any Governmental Authority.

Section  12.13.  Subordination.  At the option of Beneficiary, this Deed of Trust shall become subject and subordinate in whole or in part (but not with respect to priority of entitlement to any insurance proceeds, damages, awards, or compensation resulting from damage to the Property or condemnation or exercise of power of eminent domain), to any and all contracts of sale and/or any and all leases of all or any part of the Property upon the execution by Beneficiary and recording thereof in the official records of Clark County, Nevada of a unilateral declaration to that effect.  Beneficiary may require the issuance of such title insurance endorsements to the Title Policy in connection with any such subordination as Beneficiary, in its judgment, shall determine are appropriate, and the Trustors shall be obligated to pay any cost or expense incurred in connection with the issuance thereof.

Section  12.14.  Personalty Security Instruments.  The Trustors covenant and agree that if Beneficiary at any time holds additional security for any Secured Obligations secured hereby, it may enforce the terms thereof or otherwise realize upon the same, at its option, either before or concurrently herewith or after a sale is made hereunder, and may apply the proceeds upon the Secured Obligations without affecting the status or of waiving any right to exhaust all or any other security, including the security hereunder, and without waiving any breach or Default or any right or power whether exercised hereunder or contained herein or in any such other security.

Section  12.15.  Suits to Protect Property.  The Trustors covenant and agree to appear in and defend any action or proceeding the consequence of which, if successful, would be that the Liens, or any of them, of this Deed of Trust would not satisfy the requirements as to extent, perfection or priority set forth in the Indenture; and to pay all reasonable costs and expenses actually incurred by Trustee and Beneficiary,

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including cost of evidence of title and attorneys’ fees in a reasonable sum, in any such action or proceeding in which Beneficiary and/or Trustee may appear or be made a party.

Section  12.16.  Trustors’ Waiver of Rights.  Each Trustor waives the benefit of all laws now existing or that hereafter may be enacted providing for (i) any appraisement before sale of any portion of the Trust Estate, and (ii) the benefit of all laws that may be hereafter enacted in any way extending the time for the enforcement of the Secured Obligations or creating or extending a period of redemption from any sale made in collecting said debt.  To the full extent such Trustor may do so, each Trustor agrees that such Trustor shall not at any time insist upon, plead, claim or take the benefit or advantage of any law now or hereafter in force providing for any appraisement, valuation, stay, extension or redemption, and each Trustor, for such Trustor, such Trustor’s heirs, devisees, representatives, successors and assigns, and for any and all Persons ever claiming any interest in the Trust Estate, to the extent permitted by law, hereby waives and releases all rights of redemption, valuation, appraisement, stay of execution, and marshaling in the event of foreclosure of the Liens hereby created.  If any law referred to in this Section 12.16 and now in force, of which any Trustor, any Trustor’s heirs, devisees, representatives, successors and assigns or other Person might take advantage despite this Section 12.16, shall hereafter be repealed or cease to be in force, such law shall not thereafter be deemed to preclude the application of this Section 12.17.  To the extent permitted by Applicable Laws, each Trustor expressly waives and relinquishes any and all rights and remedies which such Trustor may have or be able to assert by reason of the laws of the State of Nevada pertaining to the rights and remedies of sureties.

Section  12.17.  Charges for Statements.  Each Trustor agrees to pay Beneficiary’s customary charge, to the maximum amount permitted by Applicable Laws, for any statement regarding the Secured Obligations requested by such Trustor or in its behalf.

Section  12.18.  Complete Agreement.  This Deed of Trust, together with the exhibits and schedules hereto, and the other Indenture Documents, is intended by the parties as a final expression of their agreement regarding the subject matter hereof and is intended as a complete and exclusive statement of the terms and conditions of such agreement.

Section  12.19.  Payments Set Aside.  Notwithstanding anything to the contrary herein contained, this Deed of Trust, the Secured Obligations and the Lien and Security Interest of this Deed of Trust shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any or all of the Secured Obligations is rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be restored or returned by Beneficiary in connection with any bankruptcy, reorganization or similar proceeding involving any Trustor, any other party liable with respect to the Secured Obligations or otherwise, if the proceeds of the Trust Estate are required to be returned by Beneficiary under any such circumstances, or if Beneficiary reasonably elects to return any such payment or proceeds or any part thereof

54

in its discretion, all as though such payment had not been made or such proceeds not been received.  Without limiting the generality of the foregoing, if prior to any such rescission, invalidation, declaration, restoration or return, this Deed of Trust shall have been terminated, released and/or reconveyed and the Lien and Security Interest or any of the Trust Estate shall have been released or terminated in connection with such termination, release and/or reconveyance, this Deed of Trust and the Lien and Security Interest and such portion of the Trust Estate shall be reinstated in full force and effect, and such prior termination, release and/or reconveyance shall not diminish, discharge or otherwise affect the obligations of any Trustor in respect of the amount of the affected payment or application of proceeds, the Lien, the Security Interest or such portion of the Trust Estate.

Section  12.20.  Substitution.  Beneficiary may at any time, without giving notice to the Trustors or the original or successor Trustee, and without regard to the willingness or inability of any original or successor Trustee to execute this trust, appoint another Person or succession of Persons to act as Trustee, and such appointee in the execution of this trust shall have all the powers vested in and obligations imposed upon Trustee.  Should Beneficiary be a corporation or unincorporated association, then any officer thereof may make such appointment.

Section  12.21.  Choice of Forum.

12.21.1.   Subject to Section 12.21.2 and Section 12.21.3, all actions or proceedings arising in connection with this Deed of Trust shall be tried and litigated in state or Federal courts located in the County of Clark, State of Nevada, unless such actions or proceedings are required to be brought in another court to obtain subject matter jurisdiction over the matter in controversy.  EACH TRUSTOR WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS, TO ASSERT THAT IT IS NOT SUBJECT TO THE JURISDICTION OF SUCH COURTS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 12.21.1.

12.21.2.   Nothing contained in this Section shall preclude Beneficiary from bringing any action or proceeding arising out of or relating to this Deed of Trust in any court not referred to in Section 12.21.1.  SERVICE OF PROCESS, SUFFICIENT FOR PERSONAL JURISDICTION IN ANY ACTION AGAINST THE TRUSTORS, MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ITS ADDRESS INDICATED IN SECTION 12.8 HEREOF.

12.21.3.   Notwithstanding Section 12.21.1, in the sole and absolute discretion of Beneficiary, all actions or proceedings relating to the Collateral referred to in Article 9 hereof, other than the Fixtures, which are the subject of the Senior Secured Note Security Agreement shall be governed by and construed in accordance with the laws of the state of New York, as applied to contracts made and performed within the state of New York.  Each Trustor hereby irrevocably submits to the jurisdiction of any New York

55

state court sitting in the Borough of Manhattan in the City of New York or any federal court sitting in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or relating to the subject of the Senior Secured Note Security Agreement, and irrevocably accepts for itself and in respect of its property, generally and unconditionally, jurisdiction of the aforesaid courts.  Each Trustor irrevocably waives, to the fullest extent it may effectively do so under Applicable Law, trial by jury and any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  Each Trustor irrevocably consents, to the fullest extent it may effectively do so under Applicable Law, to the service of process of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such Trustor at its said address, such service to become effective thirty (30) days after such mailing.  Nothing shall affect the right of Beneficiary to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against such Trustor in any other jurisdiction.

Section  12.22.  Regulatory Matters.  Whenever in this Deed of Trust a right is given to Beneficiary, which right is affected by Applicable Gaming Laws or the enforcement of which is subject to Applicable Gaming Laws, the enforcement of any such right shall be subject to Applicable Gaming Laws and approval, if so required, of the applicable Gaming Authorities.

Section  12.23.  Guarantor Waivers.  If and to the extent that any Trustor (for the purposes of this Section 12.23,  “Guarantor”) would be deemed or construed to be a guarantor or surety under applicable law with respect to its obligations hereunder, Guarantor hereby agrees as follows:

12.23.1.   Guarantor expressly agrees that until each and every term, covenant and condition of this Deed of Trust is fully performed, Guarantor shall not be released by any act or event which, except for this provision of this Deed of Trust might be deemed a legal or equitable discharge or exoneration of a surety, or because of any waiver, extension, modification, forbearance or delay or other act or omission of Beneficiary or its failure to proceed promptly or otherwise as against Issuers or any other Guarantor, as the case may be (individually and collectively, in its or their capacity as the entity or entities the obligations of which are guaranteed hereunder by Guarantor, the “Principal”) or Guarantor, or because of any action taken or omitted or circumstance which might vary the risk or affect the rights or remedies of Guarantor as against the Principal, or because of any further dealings between the Principal and Beneficiary, whether relating to this Deed of Trust or otherwise.  Guarantor hereby expressly waives and surrenders any defense to Guarantor’s liability under this Deed of Trust based upon any of the foregoing acts, omissions, things, agreements, waivers or any of them.  It is the purpose and intent of this Deed of Trust that the obligations of Guarantor under it shall be

56

absolute and unconditional under any and all circumstances, subject to and in accordance with the terms and conditions of this Deed of Trust.

12.23.2.   Without in any way limiting the provisions of Section 12.23.1, to the extent provided under NRS Section 40.495, Guarantor waives the applicable provisions of NRS Section 40.430 and Guarantor further waives:

12.23.2.1.  all statutes of limitations as a defense to any action or proceeding brought against Guarantor by Beneficiary, to the fullest extent permitted by law;

12.23.2.2.  any right it may have to require Beneficiary to proceed against the Principal or pursue any other remedy in Beneficiary’s power to pursue, it being acknowledged and agreed that the obligations of Guarantor hereunder are independent of the obligations of the Principal hereunder, and Beneficiary shall not be required to make any demand upon, exercise any right to declare a default by, or proceed against, the Principal prior to proceeding against Guarantor to the full extent of Guarantor’s obligations hereunder;

12.23.2.3.  any defense based on any legal disability of the Principal and any discharge, release or limitation of the liability of the Principal to Beneficiary, whether consensual or arising by operation of law or any bankruptcy, reorganization, receivership, insolvency, or debtor-relief proceeding, or from any other cause, or any claim that Guarantor’s obligations exceed or are more burdensome than those of the Principal;

12.23.2.4.  all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Deed of Trust and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind;

12.23.2.5.  any defense based on or arising out of any defense that the Principal may have to the payment or performance of any obligation set forth in this Deed of Trust; and

12.23.2.6.  until all obligations under this Deed of Trust have been paid and performed in full, all rights of subrogation and all rights to enforce any remedy that Guarantor may have against the Principal, all regardless of whether Guarantor may have made any payments to Beneficiary.

12.23.3.   Guarantor assumes full responsibility for keeping informed of the financial condition and business operations of the Principal and all other circumstances affecting the Principal’s ability to pay for and perform its obligations, and agrees that Beneficiary shall have no duty to disclose to Guarantor any information which

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Beneficiary may receive about the Principal’s financial condition, business operations, or any other circumstances bearing on its ability to perform.

12.23.4.   Notwithstanding anything to the contrary provided elsewhere herein, in no event shall Guarantor have any liability under this Deed of Trust beyond its interest in the portion of the Property that is owned by Guarantor, and in no event shall Guarantor’s obligations hereunder be enforced against any property of Guarantor other than its interest in such portion of the Property.

Section  12.24.  WAIVER OF TRIAL BY JURY. EACH TRUSTOR AND BENEFICIARY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION UNDER THIS DEED OF TRUST OR ANY OTHER INDENTURE DOCUMENT OR ANY OTHER ACTION ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, REGARDLESS OF WHICH PARTY INITIATES SUCH ACTION OR ACTIONS.

Signature Pages Follow

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IN WITNESS WHEREOF, each Trustor has caused this Deed of Trust to be executed as of the day and year first above written.

RBG, LLC,
a Nevada limited liability company
By:	/s/ Robert R. Black, Sr.
Name:
Title:
Virgin River Casino Corporation,
a Nevada corporation
By:	/s/ Robert R. Black, Sr.
Name:
Title:
Casablanca Resorts, LLC,
a Nevada limited liability company
By:		/s/ Robert R. Black, Sr.
Name:
Title:
Oasis Interval Ownership, LLC,
a Nevada limited liability company
By:	/s/ Robert R. Black, Sr.
Name:
Title:

ACKNOWLEDGMENT

STATE OF NEVADA	)
COUNTY OF CLARK	)

This instrument was acknowledged before me on December 16, 2004 by Robert R. Black, Sr. as C.E.O. of Virgin River Casino Corporation.

/s/ Kimberly Schroeder
NOTARY PUBLIC
	KIMBERLY SCHROEDER
	Notary Public State of Nevada
	No. 96-4320-1
	My appt. exp. July 18, 2008

ACKNOWLEDGEMENT

STATE OF NEVADA	)
COUNTY OF CLARK	)

This instrument was acknowledged before me on December 16, 2004 by Robert R. Black, Sr. as Sole Manager of RBG, LLC.

/s/ Kimberly Schroeder
NOTARY PUBLIC
	KIMBERLY SCHROEDER
	Notary Public State of Nevada
	No. 96-4320-1
	My appt. exp. July 18, 2008

ACKNOWLEDGMENT

STATE OF NEVADA	)
COUNTY OF CLARK	)

This instrument was acknowledged before me on December 16, 2004 by Robert R. Black, Sr. as C.E.O. of B & B B, Inc.

/s/ Kimberly Schroeder
NOTARY PUBLIC
	KIMBERLY SCHROEDER
	Notary Public State of Nevada
	No. 96-4320-1
	My appt. exp. July 18, 2008

ACKNOWLEDGMENT

STATE OF NEVADA	)
COUNTY OF CLARK	)

This instrument was acknowledged before me on December 16, 2004 by Robert R. Black, Sr. as Sole Manager of its Manager, RBG, LLC of Casablanca Resorts, LLC.

/s/ Kimberly Schroeder
NOTARY PUBLIC
	KIMBERLY SCHROEDER
	Notary Public State of Nevada
	No. 96-4320-1
	My appt. exp. July 18, 2008

ACKNOWLEDGMENT

STATE OF NEVADA	)
COUNTY OF CLARK	)

This instrument was acknowledged before me on December 16, 2004 by Robert R. Black, Sr. as Sole Manager of Oasis Interval Ownership.

/s/ Kimberly Schroeder
NOTARY PUBLIC
	KIMBERLY SCHROEDER
	Notary Public State of Nevada
	No. 96-4320-1
	My appt. exp. July 18, 2008

Schedule 1.1

INDENTURE DEFINITIONS

1.Asset Sale

2.Bankruptcy Law

3.Capital Stock

4.Capitalized Lease Obligations

5.Cash Equivalents

6.Code

7.Collateral

8.Collateral Agreements

9.Equity Interests

10.Event of Default

11.Excluded Foreign Subsidiaries

12.FF&E Financing

13.Guarantor

14.Gaming Authorities

15.Gaming Licenses

16.Guarantee Obligations

17.Holders

18.Indebtedness

19.Intercreditor Agreement

20.Interest

21.Issue Date

22.Lien

23.Liquidated Damages

24.Person

25.Permitted Liens

26.Purchase Money Indebtedness

27.Registration Rights Agreement

28.Subsidiary

29.Voting Equity Interests

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Schedule 4.12(i)

EACH TRUSTOR’S U.S. TAXPAYER IDENTIFICATION NUMBER

Virgin River Casino Corporation:  88-023861

RBG, LLC:  86-0860535

B & B B, Inc.:  88-0254007

CasaBlanca Resorts, LLC:  88-0492081

Oasis Interval Ownership, LLC:  88-0500066

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Schedule 4.12(ii)

EACH TRUSTOR’S BUSINESS ADDRESS

CasaBlanca Resorts, LLC:

Black, LoBello & Pitegoff

Attn:  Tisha Black

8665 W. Charleston Blvd

Las Vegas, NV 89117

B & B B, Inc.:

Black, LoBello & Pitegoff

Attn:  Tisha Black

8665 W. Charleston Blvd

Las Vegas, NV 89117

Oasis Interval Ownership, LLC:

Black, LoBello & Pitegoff

Attn:  Tisha Black

8665 W. Charleston Blvd

Las Vegas, NV 89117

RBG, LLC:

Black, LoBello & Pitegoff

Attn:  Tisha Black

8665 W. Charleston Blvd

Las Vegas, NV 89117

Virgin River Casino Corporation:

Black, LoBello & Pitegoff

Attn:  Tisha Black

8665 W. Charleston Blvd

Las Vegas, NV 89117

63

Schedule 9.4.1

ADDRESSES

Debtors:

CasaBlanca Resorts

950 West Mesquite Blvd.

Mesquite, Nevada, 89027

Attention:  Curt Mayer

Secured Party:

The Bank of New York

101 Barclay Street - 21W

New York, New York  10286

Attention: Corporate Trust Administration

Trustee:

Nevada Title Company

3320 West Sahara, Suite 200

Las Vegas, NV 89102

64

OWNERS:  RBG, LLC, a Nevada limited-liability company, Virgin River Casino Corporation, a Nevada corporation, B & BB, Inc., a Nevada corporation, CasaBlanca Resorts, LLC, a Nevada limited-liability company, and Oasis Interval Ownership, LLC, a Nevada limited-liability company.

EXHIBIT A

LEGAL DESCRIPTION OF OWNED LAND

PARCEL ONE (l):

THAT PORTION OF THE NORTH HALF (N 1/2) OF THE NORTHEAST QUARTER (NE 1/4) OF SECTION 16, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B. & M, DESCRIBED AS FOLLOWS:

PARCEL 1 AS SHOWN BY MAP THEREOF IN FILE 93 OF PARCEL MAPS, PAGE 35, IN THE OFFICE OF THE COUNTY RECORDER, CLARK COUNTY, NEVADA.

PARCEL FIVE (5) “THE CASINO PARCEL” (FEEPARCEL):

A PARCEL OF LAND SITUATED WITHIN TRACT 44, SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.M., CITY OF MESQUITE, CLARK COUNTY, NEVADA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

PARCELS ONE (1) AND TWO (2) AS SHOWN BY MAP THEREOF IN FILE 95, PAGE 42 OF PARCEL MAPS, AS RECORDED IN THE OFFICIAL RECORDS OF THE CLARK COUNTY RECORDER;

INCLUDING THE FOLLOWING DESCRIBED PARCEL OF LAND; BEGINNING AT THE SOUTHWEST CORNER OF PARCEL ONE (1) OF FILE 95, PAGE 42 OF PARCEL MAPS;

THENCE SOUTH 88°21’47” WEST ALONG THE SOUTH BOUNDARY OF SAID TRACT 44 A DISTANCE OF 668.96 FEET TO A POINT OF INTERSECTION WITH AN EXISTING FENCELINE OF OCCUPATION, AS SHOWN ON RECORD OF SURVEY FILE 69, PAGE 60 OF SURVEY MAPS;

THENCE NORTH 01°44’37” WEST ALONG SAID FENCELINE A DISTANCE OF 905.80 FEET TO THE END OF FENCE;

THENCE NORTH 10°32’53” WEST A DISTANCE OF 68.75 FEET TO A POINT OF INTERSECTION ON THE SOUTHERLY RIGHT-OF-WAY OF INTERSTATE 15;

THENCE ALONG SAID RIGHT-OF-WAY NORTH 70°57’41” EAST A DISTANCE OF 584.60 FEET TO A POINT OF CURVE;

THENCE ALONG A CURVE TO THE RIGHT IN A NORTHEASTERLY DIRECTION HAVING A CENTRAL ANGLE OF 01°36’10”, A RADIUS OF 4899.81 FEET, A TANGENT OF 68.54 FEET AND AN ARC LENGTH OF 137.07 FEET TO THE NORTHWEST CORNER OF SAID PARCEL ONE (1);

THENCE SOUTH 01°02’59” EAST ALONG THE WESTERLY BOUNDARY OF SAID PARCEL A DISTANCE OF 1169.68 FEET TO A POINT OF INTERSECTION WITH THE SAID SOUTHERLY BOUNDARY OF TRACT 44, SAID INTERSECTION BEING THE POINT OF BEGINNING.

EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF MESQUITE FOR A PUBLIC STREET RECORDED MAY 12, 1995 IN BOOK 950512 AS DOCUMENT NO. 01341.

PARCEL SEVEN (7):

AN EASEMENT FOR GOLF COURSE CART PATHS AND INCIDENTAL PURPOSES OVER THE FOLLOWING DESCRIBED PROPERTY:

A STRIP OF LAND 54.00 FEET WIDE BEING A PORTION OF GOVERNMENT TRACTS 47 AND 48 IN SECTIONS 13 AND 24, TOWNSHIP 13 SOUTH, RANGE 70 EAST AND SECTIONS 18 AND 19, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B. &M., IN THE CITY OF MESQUITE, CLARK COUNTY, STATE OF NEVADA, THE NORTHERLY LINE OF WHICH IS DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID TRACT 48, SAID POINT BEING DISTANT THEREON SOUTH 89°09’41” WEST 765.00 FEET FROM CORNER NO. AP 1 OF SAID TRACT 48; THENCE ALONG SAID LINE NORTH 89°09’41” EAST 765.00 FEET TO SAID CORNER; THENCE ALONG THE NORTHERLY LINE OF SAID TRACT 47, NORTH 88°54’43” EAST 325.27 FEET. THE SOUTHERLY SIDELINE OF SAID STRIP SHALL BE PROLONGED SO AS TO TERMINATE IN A LINE BEARING SOUTH 0°08’04” WEST FROM THE POINT OF BEGINNING AND A LINE BEARING SOUTH 01°19’00” EAST FROM THE END.

PARCEL EIGHT (8):

AN EASEMENT FOR ACCESS ROAD AND INCIDENTAL PURPOSES OVER THE FOLLOWING DESCRIBED PROPERTY:

PARCEL A:

A STRIP OF LAND 56.00 FEET WIDE BEING A PORTION OF GOVERNMENT TRACTS 44 AND 45 IN SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B. &M. IN THE CITY OF MESQUITE, CLARK COUNTY, STATE OF NEVADA, LYING 28.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE:

BEGINNING AT A POINT IN THE SOUTHERLY LINE OF SAID TRACT 44, SAID POINT BEING DISTANT THEREON SOUTH 88°54’43” WEST 100.00 FEET FROM CORNER NO. AP 4 OF SAID TRACT 44; THENCE NORTH 02°19’57” WEST 910.11 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 300.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 44°18’51” A DISTANCE OF 232.00 FEET; THENCE TANGENT TO SAID CURVE NORTH 41°58’54” EAST 91.42 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 300.00 FEET; THENCE NORTHEASTERLY ALONG SAID LAST MENTIONED CURVE THROUGH A CENTRAL ANGLE OF 32°22’20” A DISTANCE OF 169.50 FEET TO A LINE BEARING SOUTH 01°36’51” EAST FROM A POINT IN THE NORTHERLY LINE OF SAID TRACT 45; SAID POINT BEING DISTANT THEREON NORTH 88°23’09” EAST 172.00 FEET FROM CORNER NO. AP 3 OF SAID TRACT 45.

THE SIDELINES OF SAID STRIP OF LAND SHALL BE PROLONGED OR SHORTENED SO AS TO TERMINATE IN SAID SOUTHERLY LINE OF TRACT 44 AND IN SAID LINE BEARING SOUTH 01°36’51” EAST.

PARCEL B:

A STRIP OF LAND 50.00 FEET WIDE BEING A PORTION OF GOVERNMENT TRACT 45 IN SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B. &M., IN THE CITY OF MESQUITE, CLARK COUNTY, STATE OF NEVADA, IN THE NORTHERLY LINE OF WHICH IS DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID TRACT 45, SAID POINT BEING DISTANT THEREON NORTH 88°23’09” EAST 172.00 FEET FROM THE CORNER AP 3 OF SAID TRACT 45; THENCE ALONG SAID LINE NORTH 88°23’09” EAST 290.00 FEET.

PARCEL NINE (9):

AN EASEMENT FOR A WATER STORAGE POND AND INCIDENTAL PURPOSES OVER THE FOLLOWING DESCRIBED PROPERTY:

THE PORTION OF GOVERNMENT TRACT 47 IN SECTION 19, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B., &M. IN THE CITY OF MESQUITE, CLARK COUNTY, STATE OF NEVADA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWEST CORNER OF SAID TRACT 47, THENCE ALONG THE NORTHERLY LINE OF SAID TRACT 47 FROM CORNER NO. AP 2 NORTH 88°54’43” EAST 1292.98 FEET TO CORNER NO. AP 1 OF SAID TRACT 47; THENCE NORTH 88°25’46”EAST 1319.83 FEET; THENCE SOUTH 01°18’56” EAST 622.00 FEET; THENCE SOUTH 85°47’02” WEST 1321.50 FEET TO A POINT IN THE EASTERLY BOUNDARY OF SAID TRACT 47; THENCE SOUTH 71°37’56” WEST 384.61 FEET; THENCE SOUTH 0l°19’00” EAST 1029.14 FEET TO THE TRUE POINT OF BEGINNING;

THENCE SOUTH 48°00’34” WEST 795.57 FEET; THENCE SOUTH 69°26’15” WEST 508.66 FEET; THENCE SOUTH 01°21’51” EAST 117.04 FEET TO THE SOUTHERLY LINE OF SAID TRACT 47; THENCE ALONG SAID SOUTHERLY LINE NORTH 88°38’09” EAST 1083.52 FEET TO THE SOUTHERLY PROLONGATION OF THAT CERTAIN COURSE DESCRIBE ABOVE AS HAVING A BEARING OF SOUTH 01°19’00” EAST; THENCE NORTH 01°19’00” WEST 802.31 FEET TO THE TRUE POINT OF BEGINNING.

PARCEL TEN (10):

AN EASEMENT FOR CONSTRUCTION OF LEVEE EMBANKMENT FOR THE PULSIPHER WASH FLOOD PLAIN WITHIN THE PULSIPHER WASH AREA OVER THE FOLLOWING DESCRIBED PROPERTY:

SUB-PARCEL ONE (1):

A STRIP OF LAND 36.00 FEET WIDE BEING A PORTION OF GOVERNMENT TRACT 44 IN SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.M., IN THE CITY OF MESQUITE, CLARK COUNTY, STATE OF NEVADA, LYING 18.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE, BEGINNING AT A POINT IN THE SOUTHERLY LINE OF SAID TRACT 44, SAID POINT BEING DISTANT THEREON SOUTH 88°54’43” WEST 242.00 FEET FROM CORNER NO. AP 4 OF SAID TRACT 44; THENCE

1^ST: NORTH 02°59’48” WEST 854.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 150.00 FEET; THENCE

2^ND: NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 57°48’24” A DISTANCE OF 151.43 FEET.

THE SIDELINES OF SAID STRIP OF LAND SHALL BE PROLONGED OR SHORTENED SO AS TO TERMINATE IN SAID SOUTHERLY LINE OF TRACT NO. 44.

SUB-PARCEL TWO (2):

A STRIP OF LAND 36.00 FEET WIDE BEING A PORTION OF GOVERNMENT TRACTS 44 AND 45 IN SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.M., IN THE CITY OF MESQUITE, CLARK COUNTY, STATE OF NEVADA, LYING 18.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE,

BEGINNING AT A POINT IN THE WESTERLY LINE OF SAID TRACT 45, SAID POINT BEING DISTANT THEREON SOUTH 01°18’39” EAST 140.04 FEET FROM CORNER NO. AP 3 OF SAID TRACT 45; THENCE ALONG SAID LINE AND ITS PROLONGATION

l^ST: NORTH 01°18’39” WEST 220.04 FEET; THENCE

2^ND: NORTH 32°12’18” EAST 144.52 FEET; THENCE

3^RD: NORTH 66°32’09” EAST 65.00 FEET.

PARCEL TWELVE (12):

AMENDED LOTS TWENTY-SIX (26) AND TWENTY-SEVEN (27) OF MAP OF DIVISION INTO LARGE PARCELS FOR THE CITY OF MESQUITE, AS SHOWN BY MAP I FILE IN BOOK 2 OF MISCELLANEOUS MAPS, PAGE 37 IN THE OFFICE OF THE COUNTY RECORDER OF CLARK COUNTY, NEVADA.

PARCEL FOURTEEN (14):CASINO LAND

THAT PORTION OF THE TRACT 42 OF SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B. & M., ACCORDING TO THAT CERTAIN INDEPENDENT RESURVEY APPROVED APRIL 17, 1935 AND THAT PORTION OF GOVERNMENT LOT 8 OF SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B. & M. ACCORDING TO THAT CERTAIN INDEPENDENT RESURVEY ACCEPTED MAY 16, 1935 AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

LOTS ONE (1) AND THREE (3) AS SHOWN BY MAP THEREOF IN FILE 59 OF PARCEL MAPS, PAGE 21, IN THE OFFICE OF THE COUNTY RECORDER, CLARK COUNTY, NEVADA.

EXCEPTING FROM LOT ONE (1) ANY PORTION OF OLD MILL ROAD AS DEDICATED FOR PUBLIC USE BY DEED OF DEDICATION RECORDED JANUARY 22, 2001 IN BOOK 20020122 AS DOCUMENT NO. 01073 OF OFFICIAL RECORDS.

PARCEL 14-A: TIMESHARE PARCEL (PEPPERMILL)

THAT PORTION OF TRACT 42 OF SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B. & M., ACCORDING TO THAT CERTAIN INDEPENDENT RESURVEY APPROVED APRIL 17, 1935 AND THAT PORTION OF GOVERNMENT LOT 8 OF SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B., & M., ACCORDING TO THAT CERTAIN INDEPENDENT RESURVEY ACCEPTED MAY 16, 1935 AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

LOT FOUR (4) AS SHOWN BY MAP THEREOF IN FILE 59 OF PARCEL MAPS, PAGE 21, IN THE OFFICE OF THE COUNTY RECORDER, CLARK COUNTY, NEVADA.

PARCEL 14-B:

A NON-EXCLUSIVE EASEMENT RUNNING TO THE BENEFIT OF LOT 4 AS SHOWN IN FILE 59 OF PARCEL MAPS PAGE 21, FOR INGRESS AND EGRESS OVER LOTS 1 AND 2 OF PARCEL MAP FILED IN FILE 59 OF PARCEL MAPS PAGE 21, AS SHOWN ON SAID PARCEL MAP, AND AS SET FORTH IN DECLARATION OF TIME SHARE COVENANT CONDITIONS AND RESTRICTIONS FOR PEPPERMILL PALMS RECORDED DECEMBER 23, 1998 IN BOOK 881223 AS DOCUMENT NO. 00882 OF OFFICIAL RECORDS; TOGETHER WITH THOSE CERTAIN RIGHTS GRANTED TO THE PEPPERMILL PALMS PROPERTY OWNERS ASSOCIATION AS SET FORTH IN GRANT OF NON-EXCLUSIVE LICENSE RECORDED MAY 15, 1996 IN BOOK 960515 AS DOCUMENT NO. 01731 OF OFFICIAL RECORDS.

PARCEL FIFTEEN (15): TIME SHARE PARCEL (GRAND DESTINATION)

THAT PORTION OF THE SOUTHWEST QUARTER (SW 1/4) OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 17 AND SOUTHEAST QUARTER (SE 1/4) OF THE NORTHEAST QUARTER (NE 1/4) OF SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B.& M., DESCRIBED AS FOLLOWS:

PARCEL TWO (2) AS SHOWN BY MAP THEREOF IN FILE 80 OF PARCEL MAPS, PAGE 56, AS AMENDED BY CERTIFICATES OF AMENDMENT RECORDED OCTOBER 28, 1994 IN BOOK 941028 AS DOCUMENT NO. 01337 AND MARCH 15, 1995 IN BOOK 950315 AS DOCUMENT NO. 01033, IN THE OFFICE OF THE COUNTY RECORDER, CLARK COUNTY, NEVADA.

PARCEL 15-A:

A NON-EXCLUSIVE EASEMENT RUNNING TO THE BENEFIT OF PARCEL II FOR INGRESS, EGRESS, USE AND ENJOYMENT OF THE COMMON AREAS OF LOTS 1, 2, 3, AND 4 AS SHOWN ON THE PARCEL MAP FILED IN FILE 59 AT PAGE 21 OF PARCEL MAPS, AND AS SET FORTH IN THE DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS RECORDED NOVEMBER 15, 1994 IN BOOK 941115 A DOCUMENT NO. 01215 AND RE-RECORDED ON DECEMBER 14, 1994 IN BOOK 941214 AS DOCUMENT NO. 0131, AND ASSET FORTH IN THAT CERTAIN HOTEL FACILITIES USE AND EASEMENT AGREEMENT RECORDED NOVEMBER 17, 1994, IN BOOK 941117 AS DOCUMENT NO. 01421, AS RE-RECORDED ON DECEMBER 14, 1994 IN BOOK 941214 AS DOCUMENT NO. 00132 AND AS AMENDED IN DOCUMENT RECORDED JULY 21, 2000 IN BOOK 20000721 AS DOCUMENT NO. 00265, ALL OF OFFICIAL RECORDS.

PARCEL SIXTEEN (16): CASINO PARCEL

THAT PORTION OF THE SOUTHWEST QUARTER (SW 1/4) OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 17 AND SOUTHEAST QUARTER (SE 1/4) OF THE NORTHEAST QUARTER (NE 1/4) OF SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B.& M., DESCRIBED AS FOLLOWS:

PARCELS ONE (1) AND TWO (2) AS SHOWN BY MAP THEREOF IN FILE 96 OF PARCEL MAPS, PAGE 89 IN THE OFFICE OF THE COUNTY RECORDER, CLARK COUNTY, NEVADA.

EXCEPTING FROM PARCEL ONE (1) ANY OF OLD MILL ROAD AS DEDICATED FOR PUBLIC USE BY A DEED OF DEDICATION RECORDED JANUARY 22, 2001 IN BOOK 20010122 AS DOCUMENT NO. 01073 OF OFFICIAL RECORDS

PARCELS 14, 14-A, 15, 16 AND 19 ARE DESCRIBED AS A WHOLE AS FOLLOWS:

A PORTION OF LOT 1, ALL OF LOTS 3 AND 4, FILE 59, PAGE 21, OF PARCEL MAPS, ALL OF PARCEL 2, FILE 80, PAGE 56 OF PARCEL MAPS, AND A PORTION OF PARCEL 1 AND ALL OF PARCEL 2, FILE 96, PAGE 89 OF PARCEL MAPS, AS RECORDED IN THE OFFICIAL RECORDS OF CLARK COUNTY, NEVADA, AND LOCATED IN TRACT 42, TOWNSHIP 13 SOUTH, RANGE 71 EAST, MOUNT DIABLO BASE AND MERIDIAN, WITHIN THE CITY OF MESQUITE, CLARK COUNTY, NEVADA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE NORTH RIGHT-OF-WAY LINE OF MESQUITE BOULEVARD (A 120.00 FOOT DEDICATED RIGHT-OF-WAY) THAT IS SOUTH 88°45’10” WEST 59.21 FEET ALONG THE MONUMENT LINE AND NORTH 01°14’50” WEST, 60.00 FEET FROM A BRASS CAP MONUMENT AT THE CENTERLINE INTERSECTION OF SAID MESQUITE BOULEVARD AND RIVERSIDE ROAD AND SAID POINT ALSO BEING SOUTH 88°30’40” WEST, 69.12 FEET ALONG THE TRACT LINE AND NORTH 01°29’20” WEST 11.71 FEET FROM A BRASS CAP MONUMENT AT ANGLE POINT 4, TRACT 42, TOWNSHIP 13 SOUTH, RANGE 71 EAST, MOUNT DIABLO BASE AND MERIDIAN, AS RECORDED ON THE RECORD OF SURVEY FOR THE CITY OF MESQUITE IN FILE 74 PAGE 27 OF SURVEYS IN THE OFFICIAL RECORDS OF CLARK, COUNTY, NEVADA AND RUNNING:

THENCE SOUTH 88°45’10” WEST 2004.78 FEET ALONG THE NORTH LINE OF SAID MESQUITE BOULEVARD TO A EASTERLY RIGHT OF WAY LINE OF INTERSTATE 15; THENCE NORTH 09°51’48” EAST, 158.92 FEET ALONG THE EAST LINE TO A SOUTHERLY LINE OF SAID INTERSTATE 15; THENCE NORTH 70°01’34” EAST 515.218 FEET ALONG THE SOUTH LINE OF SAID INTERSTATE 15; THENCE NORTHEASTERLY 1042.60 FEET ALONG THE ARC OF A 5,189.23 FOOT RADIUS CURVE TO THE LEFT WITH A CENTRAL ANGLE OF 11°30’42” AND THE CENTER BEARS NORTH 19°58’17” WEST, ALONG THE SOUTH LINE OF SAID INTERSTATE 15; THENCE NORTH 58°31’0l” EAST, 820.63 FEET ALONG THE SOUTH LINE OF SAID INTERSTATE 15 TO THE WEST LINE OF THAT CERTAIN PARCEL MAP FOR TOMMY R. AND MARY LYNN F. LEAVITT AS RECORDED IN FILE 94, PAGE 55 OF PARCELMAPS; THENCE SOUTH 01°23’43” EAST 581.87 FEET ALONG THE SAID WEST LINE TO A WESTERLY LINE OF OLD MILL ROAD (A 62.00 FOOT DEDICATED RIGHT OF WAY) AS DEDICATED BY THAT DEED OF DEDICATION RECORDED JANUARY 22, 2001 IN BOOK 20010122, INSTRUMENT NO. 01073; THENCE SOUTHWESTERLY 255.19 FEET ALONG THE ARC OF A 630.00 FOOT RADIUS NON-TANGENT CURVE TO THE LEFT WITH A CENTRAL ANGLE OF 20°28’48” AND THE CENTER BEARS SOUTH 69°27’30” EAST, ALONG THE WEST LINE OF SAID OLD MILL ROAD; THENCE SOUTHWESTERLY 198.76 FEET ALONG THE ARC OF A 470.00 FOOT RADIUS CURVE TO THE RIGHT WITH A CENTRAL ANGLE OF 24°13’47” AND THE CENTER BEARS NORTH 89°56’18” WEST, ALONG THE WEST LINE OF SAID OLD MILL ROAD; THENCE NORTH 65°42’31” WEST 10.00 FEET TO THEWEST LINE OF SAID OLD MILL ROAD; THENCE SOUTHWESTERLY 163.21 FEET ALONG THE ARC OF A 540.00 FOOT RADIUS CURVE TO THE LEFT WITH A CENTRAL ANGLE OF 17°19’02” AND THE CENTER BEARS SOUTH 65°42’31” EAST, ALONG THE WEST LINE OF SAID OLD MILL ROAD; THENCE SOUTHWESTERLY 35.68 FEET ALONG THE ARC OF A 25.00 FOOT RADIUS CURVE TO THE RIGHT WITH A CENTRAL ANGLE OF 81°46’43” AND THE CENTER BEARS NORTH 83°01’33” WEST, TO THE NORTH LINE OF SAID MESQUITE BOULEVARD TO THE POINT OF

PARCEL SEVENTEEN (17): TRUST LAND TRANSFERRED

THAT PORTION OF THE NORTH HALF (N 1/2) OF THE SOUTHEAST QUARTER (SE 1/4) OF SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.M., DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE SOUTH RIGHT-OF-WAY LINE OF MESQUITE BOULEVARD (A 120.00 FOOT DEDICATED RIGHT-OF-WAY) THAT IS SOUTH 88°45’10” WEST 1250.01 FEET ALONG THE MONUMENT LINE AND SOUTH 01°14’50” EAST 60.00 FEET FROM A BRASS CAP MONUMENT AT THE CENTERLINE INTERSECTION OF SAID MESQUITE BOULEVARD AND RIVERSIDE ROAD AND SAID POINT ALSO BEING SOUTH 88°30’40” WEST 1260.42 FEET ALONG THE TRACT LINE AND SOUTH 01°29’20” EAST 103.26 FEET FROM A BRASS CAP MONUMENT AT ANGLE POINT 4, TRACT 42, TOWNSHIP 13 SOUTH, RANGE 71 EAST, MOUNT DIABLO BASE AND MERIDIAN AS RECORDED ON THE RECORD OF SURVEY FOR THE CITY OF MESQUITE IN FILE 74, PAGE 27 OF SURVEYS IN THE OFFICIAL RECORDS OF CLARK COUNTY, NEVADA AND RUNNING:

THENCE NORTH 88°45’10” EAST 343.44 FEET ALONG SAID SOUTH RIGHT-OF-WAY LINE OF MESQUITE BOULEVARD;

THENCE SOUTH 01°17’49” EAST 45.79 FEET;

THENCE NORTH 89°35’45” EAST 2.57 FEET;

THENCE SOUTH 00°49’36” EAST 79.79 FEET;

THENCE SOUTH 88°52’11” WEST 18.99 FEET;

THENCE SOUTH 01°18’13” EAST 39.04 FEET;

THENCE NORTH 88°52’11” EAST 18.85 FEET;

THENCE SOUTH 00°59’29” EAST 59.70 FEET;

THENCE SOUTH 88°00’18” WEST 18.61 FEET;

THENCE SOUTH 01°12’58” EAST 145.11 FEET;

THENCE NORTH 88°21’24” EAST 19.29 FEET;

THENCE SOUTH 01°26’55” EAST 97.16 FEET;

THENCE SOUTH 00°31’27” EAST 12.12 FEET;

THENCE SOUTH 86°51’50” WEST 19.53 FEET;

THENCE SOUTH 01°16’47” EAST 81.39 FEET TO THE NORTH RIGHT-OF-WAY LINE OF SMOKEY LANE (A 51.00 FOOT DEDICATED RIGHT-OF-WAY) AS DEDICATED BY THAT DEED OF DEDICATION RECORDED MAY 12, 1995 IN BOOK 950512, INSTRUMENT NO. 01339;

THENCE SOUTH 88°03’00” WEST 354.28 FEET ALONG THE NORTH LINE OF SAID SMOKEY LANE; THENCE NORTHWESTERLY 39.54 FEET ALONG THE ARC OF A 25.00 FOOT RADIUS CURVE TO THE RIGHT WITH A CENTRAL ANGLE OF 90°37’01” AND THE CENTER BEARS NORTH 01°57’00” WEST, TO THE EAST LINE OF PULSIPHER LANE (AN 80.00 FOOT DEDICATED RIGHT-OF-WAY) AS DEDICATED BY THAT DEED OF DEDICATION RECORDED MAY 12, 1995 IN BOOK 950512, INSTRUMENT NO. 01340; THENCE NORTH 01°19’59” WEST 486.19 FEET ALONG THE EAST LINE OF SAID PULSIPHER LANE; THENCE NORTHEASTERLY 84.90 FEET ALONG THE ARC OF A 54.00 FOOT RADIUS CURVE TO THE RIGHT WITH A CENTRAL ANGLE OF 90°05’09” AND THE CENTER BEARS SOUTH 88°40’01” WEST, TO THE SOUTH LINE OF SAID MESQUITE BOULEVARD AND THE POINT OF BEGINNING.

SAID LAND IS ALSO SHOWN AS PARCEL 1 OF THAT CERTAIN PARCEL MAP FILED IN FILE 100 PAGE 0084 OF PARCEL MAPS.

TOGETHER WITH A NON-EXCLUSIVE EASEMENT TO USE, OPERATE, MAINTAIN, REPAIR AND REPLACE A RIGHT OF WAY FOR PEDESTRIAN AND MOTOR VEHICLE INGRESS AND EGRESS ACROSS PARCEL 2 OF PARCEL MAP FILED IN FILE 100 OF PARCEL MAPS, PAGE 0084; ALSO A PERPETUAL EASEMENT FOR WATER DRAINAGE AND FOR THE UTILITIES, PROPANE TANKS, FIRE HYDRANTS AND RAMPS LOCATED ON SAID PARCEL 2 OF PARCEL MAP FILE 100 OF PARCEL MAPS PAGE 0084, ALL AS SET FORTH IN THAT CERTAIN EASEMENT AGREEMENT RECORDED JUNE 29, 2001 IN BOOK 20010629 AS DOCUMENT NUMBER 01646 OF OFFICIAL RECORDS.

PARCEL EIGHTEEN (l8): TRUST LAND TRANSFERRED

THAT PORTION OF TRACT 43 IN SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.M., ACCORDING TO INDEPENDENT RESURVEY APPROVED APRIL 17, 1935, DESCRIBED AS FOLLOWS:

COMMENCING AT A POINT ON THE SOUTH RIGHT-OF-WAY LINE OF MESQUITE BOULEVARD (A 120.00 FOOT DEDICATED RIGHT-OF-WAY) THAT IS SOUTH 88°45’10” WEST 280.39 FEET ALONG THE MONUMENT LINE AND SOUTH 01°14’50” EAST 60.00 FEET FROM A BRASS CAP MONUMENT AT THE CENTERLINE INTERSECTION OF SAID MESQUITE BOULEVARD AND RIVERSIDE ROAD AND SAID POINT ALSO BEING SOUTH 88°30’40” WEST 290.81 FEET ALONG THE TRACT LINE AND SOUTH 01°29’20” EAST 107.35 FEET FROM A BRASS CAP MONUMENT AT ANGLE POINT 4, TRACT 42, TOWNSHIP 13 SOUTH, RANGE 71 EAST, MOUNT DIABLO BASE AND MERIDIAN AS RECORDED ON THE RECORD OF SURVEY FOR THE CITY OF MESQUITE IN FILE 74, PAGE 27 OF SURVEYS IN THE OFFICIAL RECORDS OF CLARK COUNTY, NEVADA.

THENCE SOUTH 01°40’11” EAST 214.65 FEET ALONG A LINE ESTABLISHED BY AN AGREEMENT BETWEEN JOSEPH L. BOWLER AND VERNON FREHNER AS RECORDED ON THAT CERTAIN RECORD OF SURVEY FOR JOSEPH L. BOWLER IN FILE 55, PAGE 30 OF SURVEYS TO THE TRUE POINT OF BEGINNING, AND RUNNING: THENCE NORTH 88°30’40” EAST 241.11 FEET TO THE WEST RIGHT-OF-WAY LINE OF RIVERSIDE ROAD (AN 80.00 FOOT DEDICATED RIGHT-OF-WAY); THENCE SOUTH 01°43’45”EAST, 311.46 FEET

ALONG THE WEST LINE OF SAID RIVERSIDE ROAD; THENCE SOUTHWESTERLY 39.17 FEET ALONG THE ARC OF A 25.00 FOOT RADIUS CURVE TO THE RIGHT WITH A CENTRAL ANGLE OF 89°46’45” AND THE CENTER BEARS SOUTH 88°16’15” WEST, TO THE NORTH LINE OF SMOKEY LANE (A 51.00 FOOT DEDICATED RIGHT-OF-WAY)AS RECORDED MAY 12, 1995, IN BOOK 950512, INSTRUMENT NO. 01339; THENCE SOUTH 88°03’00” WEST 230.56 FEET ALONG THE NORTH LINE OF SAID SMOKEY LANE; THENCE NORTH 01°36’37” WEST 338.42 FEET; THENCE NORTH 88°30’40” EAST, 13.65 FEET TO THE POINT OF BEGINNING.

SAID LAND IS ALSO SHOWN AS PARCEL 3 OF PARCEL MAPS FILED IN FILE 100 PAGE 0084 OF PARCEL MAPS.

PARCEL NINETEEN (19): CASINO LAND

THAT PORTION OF TRACT 42, IN SECTION 17, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.M., CITY OF MESQUITE, CLARK COUNTY, NEVADA, DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST NORTHWESTERLY CORNER OF LOT 3 AS SHOWN BY MAP THEREOF ON FILE IN FILE 94, PAGE 55 OF PARCEL MAPS IN THE CLARK COUNTY RECORDER’S OFFICE, CLARK COUNTY, NEVADA, SAID POINT BEING ON THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF INTERSTATE ROUTE 15; THENCE SOUTH 01°23’43” EAST ALONG THE WEST LINE OF SAID PARCEL MAP AND ITS SOUTHERLY PROLONGATION, 581.87 FEET TO A POINT ON THE NORTHWESTERLY RIGHT-OF-WAY OF OLD MILL ROAD AS DEEDED TO THE CITY OF MESQUITE ON JANUARY 22, 2001, BY DEED OF DEDICATION, RECORDED IN BOOK 20010122 OF OFFICIAL RECORDS AS INSTRUMENT NO. 01073 IN THE CLARK COUNTY RECORDER’S OFFICE, CLARK COUNTY, NEVADA; THENCE FROM A TANGENT BEARING SOUTH 20°32’30” WEST, CURVING TO THE LEFT ALONG SAID NORTHWESTERLY RIGHT-OF-WAY LINE OF OLD MILL ROAD, HAVING A RADIUS OF 630.00 FEET, CONCAVE SOUTHEASTERLY, THROUGH A CENTRAL ANGLE OF 03°39’11”, AN ARC LENGTH OF 40.17 FEET TO A POINT ON THE EAST LINE OF PARCEL 1 AS SHOWN BY MAP THEREOF ON FILE IN FILE 96, PAGE 89 OF PARCEL MAPS IN THE CLARK COUNTY RECORDER’S OFFICE, CLARK COUNTY; NEVADA, A RADIAL LINE TO SAID POINT BEARS NORTH 73°06’41” WEST; THENCE NORTH 00°54’40” WEST ALONG SAID EAST LINE 614.61 FEET TO A POINT ON SAID SOUTHEASTERLY RIGHT-OF-WAY LINE OF INTERSTATE ROUTE 15; THENCE NORTH 58°31’01” EAST ALONG SAID SOUTHEASTERLY RIGHT-OF-WAY LINE, 9.96 FEET TO THE POINT OF BEGINNING.

PARCEL TWENTY (20): CASINO LAND

A PORTION OF THE WEST HALF (W 1/2) OF THE SOUTHWEST QUARTER (SW 1/4) OF THE SOUTHWEST QUARTER (SW 1/4) OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 17, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.M., EXCEPTING THEREFROM ANY PORTION OF OLD MILL ROAD AS DEDICATED FOR PUBLIC USE BY A DEED OF DEDICATION RECORDED JANUARY 22, 2001 IN BOOK 20010122 AS DOCUMENT NO. 01073 OF OFFICIAL RECORDS, AND DESCRIBED BY METES AND BOUNDS AS FOLLOWS:

A PORTION OF LOT 1, FILE 59, PAGE 21 OF PARCEL MAPS, AND A PORTION OF PARCEL 1, FILE 96, PAGE 89 OF PARCEL MAPS AS RECORDED IN THE OFFICIAL RECORDS OF CLARK COUNTY, NEVADA, AND LOCATED IN TRACT 42, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M D B& .M, WITHIN THE CITY OF MESQUITE, CLARK COUNTY, NEVADA AND BEING MORE PARTICULARLY DESCRIBED AS:

BEGINNING AT A POINT ON THE NORTH RIGHT OF WAY LINE OF MESQUITE BOULEVARD (A 120.00 FOOT DEDICATED RIGHT OF WAY) THAT IS NORTH 88°45’10” EAST 74.59 FEET ALONG THE MONUMENT LINE AND NORTH 01°14’50” WEST 60.00 FEET FROM A BRASS CAP MONUMENT AT THE CENTERLINE INTERSECTION OF SAID MESQUITE BOULEVARD AND RIVERSIDE ROAD AND SAID POINT ALSO BEING SOUTH 88°35’46” WEST 64.66 FEET ALONG THE TRACT LINE AND NORTH 01°24’14” WEST 11.25 FEET FROM A BRASS CAP MONUMENT AT ANGLE POINT 4, TRACT 42, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M D B &M AS RECORDED ON THE RECORD OF SURVEY FOR THE CITY OF MESQUITE IN FILE 74 PAGE 27 OF SURVEYS IN THE OFFICIAL RECORDS OF CLARK COUNTY, NEVADA AND RUNNING:

THENCE NORTHWESTERLY 43.96 FEET ALONG THE ARC OF A 25.00 FOOT RADIUS CURVE TO THE RIGHT WITH A CENTRAL ANGLE OF 100°45’14” AND THE CENTER BEARS NORTH 01°14’50” WEST, TO A EAST RIGHT OF WAY LINE OF OLD MILL ROAD (AN 82.00 FOOT DEDICATED RIGHT OF WAY) AS DEDICATED BY THAT DEED OF DEDICATION RECORDED JANUARY 22, 2001 IN BOOK 20010122, INSTRUMENT NO. 01073; THENCE NORTHEASTERLY 118.18 FEET ALONG THE ARC OF A 458.00 FOOT RADIUS CURVE TO THE RIGHT WITH A CENTRAL ANGLE OF 14°47’05” AND THE CENTER BEARS SOUTH 80°29’36” EAST; ALONG THE EAST LINE OF SAID OLD MILL ROAD; THENCE NORTH 65°42’31” WEST 10.00 FEET TO THE EAST LINE OF SAID OLD MILL ROAD; THENCE NORTHEASTERLY 104.69 FEET ALONG THE ARC OF A 532.00 FOOT RADIUS CURVE TO THE LEFT WITH A CENTRAL ANGLE OF 11°16’30” AND THE CENTER BEARS NORTH 65°42’31” WEST, ALONG THE EAST LINE OF SAID OLD MILL ROAD; THENCE SOUTH 01°23’43’’ EAST, 244.25 FEET TO AND ALONG THE WEST LINE OF THAT CERTAIN RECORD OF SURVEY, APN 670-210-005 FOR NEPHI JENSEN AS RECORDED IN FILE 96, PAGE 98 OF SURVEYS TO THE NORTH LINE OF SATO MESQUITE BOULEVARD; THENCE SOUTH 88°45’10” WEST 39.33 FEET ALONG THE NORTH LINE OF SAID MESQUITE BOULEVARD TO THE POINT OF BEGINNING.

65

LESSEE:   RBG, LLC, a Nevada limited liability company and B & B B, Inc., a Nevada corporation.

EXHIBIT B-1

DESCRIPTION OF LEASES

Lease dated June 2, 1995, by and between River View Limited Liability Company, a Nevada limited liability company, as Lessor, and Players Mesquite Golf Club, Inc., a Nevada corporation, as lessee, as disclosed by a Memorandum of Lease thereof recorded in the Official Records of the County of Clark, State of Nevada on June 7, 1995 in Book 950607 as Document Number 00510; as modified by an instrument executed by Lessor and Players Mesquite Golf Club, Inc., as lessee, said instrument recorded August 31, 1995 in Book 950831 of Official Records as Document Number 03232; as modified by an instrument executed by Lessor and Players Mesquite Golf Club, Inc., as lessee, said instrument recorded March 25, 1997 in Book 970325 of Official Records as Document Number 01933; as assigned by an Assignment of the Lessee’s interest in said Lease executed by Players Mesquite Golf Club, Inc. to RBG, LLC, a Nevada limited liability company, recorded March 19, 1997 in Book 970319 as document number 00217 of Official Records.

Lease Agreement dated September 1, 1997 by and between M.D.W. Mesquite, LLC, a Nevada limited liability company, as landlord, and RBG, LLC, a Nevada limited liability company, as tenant, as amended by that certain First Amendment to Lease Agreement, dated January 5, 1999.

Lease Agreement dated April 11, 1990, by and between Virgin River Casino Corporation, a Nevada corporation, as Landlord, and B & BB, Inc., a Nevada corporation, as Tenant, as amended by that certain First Addendum to Lease dated as of January 11, 1991, as amended by that certain Second Amendment to Lease dated as of May 15, 1991, as amended by that certain Third Amendment to Lease dated as of January 1, 1992, as amended by that certain Fourth Amendment to Lease dated as of November 17, 1992, as amended by that certain Fifth Amendment to Lease dated as of September 3, 1993, as amended by that certain Sixth Amendment to Lease dated as of December 28, 1993, as amended by that certain Seventh Amendment to Lease dated asof June 1, 1994, as amended by that certain Eighth Amendment to Lease dated as of March 1, 1995, as amended by that certain Ninth Amendment to Lease dated as of January 1, 1999, and as further amended by that certain Tenth Amendment to Lease dated as of July 1, 2000.

66

LESSEE:   RBG, LLC, a Nevada limited liability company.

EXHIBIT B-2

LEGAL DESCRIPTION OF LEASED LAND

PARCEL SIX (6): LEASEHOLD GOLF COURSE PARCEL:

A PARCEL OF LAND SITUATED WITHIN A PORTION OF GOVERNMENT TRACTS 45, 47 AND 48 TOWNSHIP 13 SOUTH, RANGE 70 AND 71 EAST INCLUDING PORTIONS OF GOVERNMENT LOTS 1, 2, 4 AND 5 SECTION 24, TOWNSHIP 13 SOUTH, RANGE 70 EAST, M.D.M., IN THE CITY OF MESQUITE, CLARK COUNTY, STATE OF NEVADA, DESCRIBED AS A WHOLE AS FOLLOWS:

BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID TRACT 47, SAID POINT BEING DISTANCE THEREON NORTH 88°54’43” EAST 325.27 FEET FROM CORNER NO. AP 2 OF SAID TRACT 47; THENCE

1^ST:ALONG SAID NORTHERLY LINE NORTH 88°54’43” EAST 967.71 FEET TO CORNER NO. AP 1 OF SAID TRACT 47; THENCE

2^ND:NORTH 88°25’46” EAST 1,319.83 FEET; THENCE

3^RD:SOUTH 1°18’56” EAST 622.00 FEET; THENCE

4^TH:SOUTH 82°36’27” WEST 1,697.05 FEET; THENCE

5^TH:SOUTH 1°19’00” EAST 814.93 FEET; THENCE

6^TH:SOUTH 59°22’00” WEST 224.48 FEET; THENCE

7^TH:SOUTH 83°21’02” WEST 165.66 FEET; THENCE

8^TH:SOUTH 47°45’13” WEST 154.02 FEET; THENCE

9^TH:SOUTH 0°18’40” WEST 476.96 FEET; THENCE

10^TH:SOUTH 57°23’50” WEST 280.00 FEET; THENCE

11^TH:NORTH 65°35’31” WEST 95.53 FEET; THENCE

12^TH:SOUTH 69°26’15” WEST 283.52 FEET; THENCE

13^TH:SOUTH 82°58’31” WEST 276.41 FEET; THENCE

14^TH:NORTH 54°06’01” WEST 333.14 FEET; THENCE

15^TH:NORTH 73°49’56” WEST 279.46 FEET; THENCE

16^TH:NORTH 83°02’35” WEST 173.51 FEET; THENCE

17^TH:SOUTH 3°53’51” WEST 111.01 FEET; THENCE

18^TH:SOUTH 76°36’05” WEST 134.35 FEET; THENCE

19^TH:SOUTH 47°19’10” WEST 297.27 FEET; THENCE

20^TH:SOUTH 65°55’34” WEST 33.46 FEET; THENCE

21^ST:SOUTH 14°39’50” EAST 81.14 FEET; THENCE

22^ND:SOUTH 4°57’37” EAST 212.99 FEET; THENCE

23^RD:SOUTH 34°14’55” EAST 139.30 FEET TO THE EASTERLY LINE OF SAID GOVERNMENT LOT 4; THENCE

24^TH:ALONG SAID EASTERLY LINE SOUTH 0°49’36” EAST 186.69 FEET

25^TH:SOUTH 39°40’29” WEST 401.25 FEET; THENCE

26^TH:NORTH 81°07’12” WEST 541.64 FEET; THENCE

27^TH:NORTH 73°24’36” WEST 73.44 FEET; THENCE

28^TH:SOUTH 63°55’10” WEST 40.51 FEET; THENCE

29^TH:NORTH 89°21’36” WEST 200.77 FEET; THENCE

30^TH:NORTH 55°39’10” WEST 97.78 FEET; THENCE

31^ST:SOUTH 47°36’10” WEST 178.98 FEET; THENCE

32^ND:SOUTH 66°38’13” WEST 128.53 FEET; THENCE

33^RD:SOUTH 4l°35’07” EAST 88.60 FEET; THENCE

34^TH:SOUTH 31°21’05” WEST 273.76 FEET; THENCE

35^TH:SOUTH 62°23’48” WEST 191.31 FEET; THENCE

36^TH:SOUTH 86°48’27” WEST 375.82 FEET; THENCE

37^TH:SOUTH 58°43’24” WEST 195.82 FEET TO THE SOUTHERLY LINE OF SAID GOVERNMENT LOT 5; THENCE ALONG THE BOUNDARIES OF SAID LOT 5 THE FOLLOWING TWO COURSES; THENCE

38^TH:SOUTH 89°07’01” WEST 400.26 FEET TO THE WEST LINE THEREOF; THENCE

39^TH:NORTH 0°48’22” WEST 1,347.51 FEET TO THE SOUTHWESTERLY CORNER OF SAID LOT 2; THENCE

40^TH:ALONG THE WESTERLY LINE OF SAID LOT 2, NORTH 0°50’00” WEST 400.66 FEET TO THE SOUTHEASTERLY LINE OF INTERSTATE 15; THENCE ALONG THE BOUNDARY OF SAID INTERSTATE THE FOLLOWING THREE COURSES,

41^ST:NORTH 48°23’14” EAST 102.62 FEET; THENCE

42^ND:NORTH 0°54’11” WEST 134.87 FEET; THENCE

43^RD:NORTH 48°25’31” EAST 3,146.69 FEET TO THE NORTHERLY LINE OF SAID TRACT 48; THENCE

44^TH:ALONG SAID NORTHERLY LINE NORTH 89°09’41” EAST 809.67 FEET TO A POINT THEREON DISTANT WESTERLY 765.00 FEET FROM AP 1 OF SAID TRACT 48; THENCE

45^TH:SOUTH 0°08’04” WEST 396.93 FEET; THENCE

46^TH:SOUTH 6l°24’22” WEST 370.88 FEET; THENCE

47^TH:SOUTH 68°05’09” WEST 285.75 FEET; THENCE

48^TH:SOUTH 62°37’02” WEST 636.97 FEET; THENCE

49^TH:SOUTH 29°18’35” WEST 460.35 FEET; THENCE

50^TH:SOUTH 40°30’03” WEST 389.21 FEET; THENCE

51^ST:SOUTH 53°14’49” WEST 863.69 FEET; THENCE

52^ND:SOUTH 87°16’05” WEST 216.96 FEET; THENCE

53^RD:SOUTH 03°44’43’’ WEST 912.08 FEET; THENCE

54^TH:NORTH 84°14’18” EAST 256.81 FEET; THENCE

55^TH:NORTH 63°22’46” EAST 591.67 FEET; THENCE

56^TH:SOUTH 81°38’26” EAST 622.24 FEET; THENCE

57^TH:NORTH 11°53’12” EAST 401.43 FEET; THENCE

58^TH:NORTH 18°09’07” EAST 410.78 FEET; THENCE

59^TH:NORTH 23°58’25” EAST 159.12 FEET; THENCE

60^TH:NORTH 20°59’49” EAST 190.64 FEET; THENCE

61^ST:NORTH 31°49’12” EAST 181.64 FEET; THENCE

62^ND:NORTH 43°29’00”  EAST 144.87 FEET; THENCE

63^RD:NORTH 58°06’52” EAST 141.27 FEET; THENCE

64^TH:NORTH 76°13’57” EAST 181.01 FEET; THENCE

65^TH:SOUTH 64°38’02” EAST 129.18 FEET; THENCE

66^TH:SOUTH 39°25’17” EAST 110.49 FEET; THENCE

67^TH:SOUTH 22°12’37” EAST 184.27 FEET; THENCE

68^TH:SOUTH 46°47’30” EAST 92.89 FEET; THENCE

69^TH:SOUTH 63°00’16” EAST 102.39 FEET; THENCE

70^TH:SOUTH 88°12’04” EAST 527.06 FEET; THENCE

71^ST:NORTH 64°21’23” EAST 614.21 FEET; THENCE

72^ND:NORTH 1°19’00” WEST 1,614.48 FEET TO THE POINT OF BEGINNING.

EXCEPT THEREFROM THAT PORTION WHICH LIES WITHIN SAID GOVERNMENT LOT 2.

PARCEL ELEVEN (11): (LEASEHOLD PARCEL)

COMMENCING AT A POINT 20 RODS NORTH OF THE SOUTHWEST CORNER OF THE NORTHEAST QUARTER (NE 1/4) OF THE SOUTHEAST QUARTER (SE 1/4) OF SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.M.; THENCE EAST 40 RODS; THENCE NORTH 20 RODS; THENCE WEST 40 RODS; THENCE SOUTH 20 RODS TO THE PLACE OF BEGINNING.

EXCEPTING THEREFROM ANY PORTION LYING WITHIN PULSIPHER LANE AND SMOKEY LANE AS DESCRIBED IN DEED OF DEDICATION TO THE CITY OF MESQUITE RECORDED MAY 12, 1995 IN BOOK 950512 AS DOCUMENT NO. 01344 OF OFFICIAL RECORDS.

PARCEL TWELVE (12):

AMENDED LOTS TWENTY-SIX (26) AND TWENTY-SEVEN (27) OF MAP OF DIVISION INTO LARGE PARCELS FOR THE CITY OF MESQUITE, AS SHOWN BY MAP I FILE IN BOOK 2 OF MISCELLANEOUS MAPS, PAGE 37 IN THE OFFICE OF THE COUNTY RECORDER OF CLARK COUNTY, NEVADA.

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EX-2.22

Exhibit 2.22

Assessor’s Parcel Numbers:  402-18-025;

402-18-023; 402-18-011; 402-18-012; 402-19-003;

402-19-004; 402-41-010; 402-42-011

Prepared By and Upon

Recordation Return To:

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

700 South Flower Street, Suite 500

Los Angeles, CA 90017

Attention:  Corporate Trust Administration

LEASEHOLD AND FEE DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE

FILING WITH ASSIGNMENT OF RENTS

OASIS RECREATIONAL PROPERTIES, INC.

as Trustor

TRANSNATION TITLE INSURANCE COMPANY,

as Trustee

THE BANK OF NEW YORK TRUST COMPANY, N.A.,

as Beneficiary

Dated as of December 16, 2004

LEASEHOLD AND FEE DEED OF TRUST, SECURITY AGREEMENT AND

FIXTURE FILING WITH ASSIGNMENT OF RENTS

THIS LEASEHOLD AND FEE DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING WITH ASSIGNMENT OF RENTS (the “Deed of Trust”) is made as of the 16th day of December, 2004 by and between Oasis Recreational Properties, Inc., a Nevada corporation (“Oasis Recreational” as the “Trustor,” which term includes any successors under this Deed of Trust), whose principal place of business is located at the location set forth opposite its name on Schedule 4.2(ii) hereto, in favor of Transnation Title Insurance Company (“Trustee”), for the benefit of The Bank of New York Trust Company, N.A., a New York banking corporation, as collateral agent (“Beneficiary”), whose principal place of business is located at 700 South Flower Street, Suite 500, Los Angeles, CA 90017, in its capacity as trustee under the Indenture for the ratable benefit of the Holders.  Unless the context otherwise requires, all capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the “Indenture” (as hereinafter defined).  Attached hereto as Schedule 1.1 is a list of certain definitions for which reference should be made to the Indenture.

THE MAXIMUM AMOUNT OF PRINCIPAL TO BE SECURED HEREBY IS $125,000,000 OF THE “SECURED OBLIGATIONS” (as hereinafter defined); PROVIDED THAT IN NO EVENT SHALL THE AGGREGATE PRINCIPAL BALANCE SECURED HEREBY, EXCLUSIVE OF INTEREST, FEES AND EXPENSES, FOR THE BENEFIT OF THE HOLDERS EXCEED $125,000,000.

R E C I T A L S

A.            Pursuant to that certain Indenture dated as of December 20, 2004 (as supplemented and otherwise amended from time to time, the “Indenture”), by and among 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”, collectively, the “Issuers”), the Guarantors (as defined therein), and Beneficiary, as trustee thereunder (in such capacity, the “Indenture Trustee”), Issuers shall issue 9.000% Senior Secured Notes due 2012 in an aggregate principal amount of up to the maximum amount of $125,000,000 (collectively, the “Notes”).

B.            Pursuant to a guarantee included in Article XI of the Indenture and endorsed on the Notes (as such guarantee may be amended from time to time, the “Guarantee”), the Guarantors (including Casablanca Resorts, LLC, a Nevada limited liability company (“Resorts”), and Oasis Interval) have guaranteed the Obligations of Issuers under the Notes, the Indenture and the other “Indenture Documents” (as hereinafter defined) to which Issuers are a party.

C.            Pursuant to the Indenture, the Notes and the Guarantees are required to be secured by, among other things, this Deed of Trust.

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D.            The parties acknowledge that certain provisions of this Deed of Trust may be subject to the laws, rules and regulations of the Gaming Authorities (“Applicable Gaming Laws”).

W I T N E S S E T H:

IN CONSIDERATION OF THE FOREGOING PREMISES AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE TRUSTOR DOES HEREBY IRREVOCABLY GRANT, BARGAIN, SELL, TRANSFER, CONVEY AND ASSIGN to Trustee, its successors and assigns, IN TRUST, WITH POWER OF SALE, for the benefit and security of Beneficiary, as agent and representative for the equal and ratable benefit of the Holders, the following (but excluding in each and every case all Excluded Assets (as hereinafter defined)), whether now owned or hereafter acquired:

GRANTING CLAUSE ONE

[Land]

All of the right, title and interest of the Trustor in the real property, located in the County of Mohave, State of Arizona, described in Exhibit A attached hereto and by this reference incorporated herein (the “Owned Land”), together with all and singular the tenements, hereditament, rights, reversions, remainders, development rights, privileges, benefits, easements (in gross or appurtenant), rights-of-way, gores or strips of land, streets, ways, alleys, passages, sewer rights, water courses, water rights and powers, and all appurtenances whatsoever and claims or demands of the Trustor at law or in equity, in any way belonging, benefitting, relating or appertaining to the Owned Land, the airspace over the Owned Land, the “Improvements” (as hereinafter defined), or both, or which hereinafter shall in any way belong, relate or be appurtenant thereto.

To the fullest extent allowed by “Applicable Law” (as hereinafter defined) and the Ground Lease (as hereinafter defined), all of the right, title and interest of the Trustor in the leasehold estate created by that certain lease agreement described in Exhibit B-1 attached hereto and by this reference incorporated herein (the “Ground Lease”), by and between the Trustor, as lessee, and that certain party referenced on said Exhibit, as lessor (“Lessor”), as the same may be amended, restated, renewed or extended from time to time, in that certain real property, located in the County of Mohave, State of Arizona, described in Exhibit B-2 (the “Leased Land”), together with all and singular the tenements, hereditament, rights, reversions, remainders, development rights, privileges, benefits, easements (in gross or appurtenant), rights-of-way, gores or strips of land, streets, ways, alleys, passages, sewer rights, water courses, water rights and powers, and all appurtenances whatsoever and claims or demands of the Trustor at law or in equity, in any way belonging, benefitting, relating or appertaining to the Leased Land, the airspace over the Leased Land, the “Improvements” (as hereinafter defined), or both, or which hereinafter shall in any way belong, relate or be appurtenant thereto; provided, however, that the

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lien of this Deed of Trust on such leasehold estate shall extend only to the leasehold estate created under the Ground Lease, as the same may be amended, restated, renewed or extended from time to time.

The Owned Land and the Leased Land shall collectively be referred to as the “Land.”

GRANTING CLAUSE TWO

[Improvements]

TOGETHER WITH, all structures, buildings, facilities and improvements of every nature whatsoever now or hereafter erected on the Land, including, but not limited to, the “Fixtures” (as hereinafter defined) (collectively, the “Improvements”) (the Land and Improvements are referred to collectively as the “Property”).

For purposes of this Deed of Trust, Fixtures shall be deemed to include, to the full extent allowed by law, fixtures and all other equipment and machinery now or at any time hereafter owned by the Trustor and located or included in or on or appurtenant to the Property and used in connection therewith and which are or become so related to the real property encumbered hereby that an interest arises in them under real estate law which may include, but is not limited to: all docks, piers, barges, vessels, machinery, equipment (including, without limitation, pipes, furnaces, conveyors, drums, fire sprinklers and alarm systems, and air conditioning, heating, refrigerating, electronic monitoring, stoves, ovens, ranges, dishwashers,  disposals, food storage, food processing (including restaurant fixtures), trash and garbage removal and maintenance equipment), office equipment, all built-in tables, chairs, mantels, screens, plumbing, bathtubs, sinks, basins, faucets, laundry equipment, planters, desks, sofas, shelves, lockers and cabinets, laundry equipment, all safes, furnishings, appliances (including, without limitation, food warming and holding equipment,  iceboxes, refrigerators, fans, heaters, water heaters and incinerators), rugs, carpets and other floor coverings, draperies and drapery rods and brackets, awnings, window shades, venetian blinds, curtains, lamps, chandeliers and other lighting fixtures.

GRANTING CLAUSE THREE

[Rents, etc.]

TOGETHER WITH, all rents, income, security or similar deposits, including without limitation, receipts, issues, royalties, earnings, products or proceeds, profits, maintenance, license and concession fees and other revenues to which the Trustor may now or hereafter be entitled, including, without limitation, all rights to payment for hotel room occupancy by hotel guests, which includes any payment or monies received or to be received in whole or in part, whether actual or deemed to be, for the sale of services or products in

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connection therewith and/or in connection with such occupancy, advance registration fees by hotel guests, tour or junket proceeds and deposits for conventions and/or party reservations (collectively the “Rents”), subject to the revocable license hereinafter given to the Trustor to collect and apply such Rents.

GRANTING CLAUSE FOUR

[Leases, Including Deposits and Advance Rentals]

TOGETHER WITH, (a) all estate, right, title and interest of the Trustor in, to and under all leases, subleases, lettings, licenses, concessions, operating agreements, management agreement, franchise agreements and all other agreements affecting or covering the Property or any portion thereof now or hereafter existing or entered into, together with all amendments, extensions and renewals of any of the foregoing, (b) all right, title, claim, estate and interest of the Trustor thereunder, including, without limitation, all claims of the lessor thereunder, letters of credit, guarantees or security deposits, advance rentals, and any and all deposits or payments of similar nature and (c) the right to enforce against any tenants thereunder and otherwise any and all remedies under any of the foregoing, including the Trustor’s right to evict from possession any tenant thereunder or to retain, apply, use, draw upon, pursue, enforce or realize upon any guaranty thereof; to terminate, modify, or amend any such agreement; to obtain possession of, use, or occupy, any of the real or personal property subject to any such agreement; and to enforce or exercise, whether at law or in equity or by any other means, all provisions of any such agreement and all obligations of the tenants thereunder based upon (i) any breach by such tenant thereunder (including any claim that the Trustor may have by reason of a termination, rejection, or disaffirmance of such agreement pursuant to any Bankruptcy Law), and (ii) the use and occupancy of the premises demised, whether or not pursuant to the applicable agreement (including any claim for use and occupancy arising under landlord-tenant law of the State of Arizona or any Bankruptcy Law).

GRANTING CLAUSE FIVE

[Options to Purchase, etc.]

TOGETHER WITH, all right, title and interest of the Trustor in and to all options and other rights to purchase or lease the Property or any portion thereof or interest therein, if any, and any greater estate in the Property owned or hereafter acquired by the Trustor.

GRANTING CLAUSE SIX

[Personalty]

TOGETHER WITH, all right, title and interest of the Trustor in and to all Tangible Property and Intangible Property (except, with respect to Gaming Licenses, as prohibited by Applicable Gaming Laws) now or at any time hereafter located on or appurtenant

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to the Property and used or useful in connection with the ownership, management or operation of the Property, including, without limitation, the Personalty.

GRANTING CLAUSE SEVEN

[Condemnation Awards, etc.]

TOGETHER WITH, all the estate, interest, right, title, other claim or demand, which the Trustor now has or may hereafter acquire in all awards, payments or other consideration made for the taking by eminent domain, or by any proceeding or purchase in lieu thereof, of the whole or any part of the Property, including, without limitation, any awards, payments or other consideration resulting from a change of grade of streets and for severance damages.

GRANTING CLAUSE EIGHT

[Insurance Proceeds]

TOGETHER WITH, all the estate, interest, right, title and other claim or demand which the Trustor now has or may hereafter acquire with respect to the proceeds of insurance in effect with respect to all or any part of the Property, together with all interest thereon and the right to collect and receive the same.

GRANTING CLAUSE NINE

[Claims for Damages, etc.]

TOGETHER WITH, all the estate, interest, right, title and other claim or demand which the Trustor now has or may hereafter acquire against anyone with respect to any damage to all or any part of the Property, including, without limitation, damage arising from any defect in or with respect to the design or construction of all or any part of the Improvements and damage resulting therefrom.

GRANTING CLAUSE TEN

[Deposits, Advance Payments and Refunds of Insurance, Utilities, etc.]

TOGETHER WITH, all deposits or other security or advance payments including rental payments made by or on behalf of the Trustor to others, and all refunds made by others to the Trustor, with respect to (i) insurance policies relating to all or any part of the Property, (ii)

6

utility service for all or any part of the Property, (iii) cleaning, maintenance, repair, or similar services for all or any part of the Property, (iv) refuse removal or sewer service for all or any part of the Property, (v) rental of equipment, if any, used in the operation, maintenance or repair by or on behalf of the Trustor of all or any part of the Property, (vi) parking or similar services or rights afforded to all or any part of the Property and (vii) the Ground Lease.

GRANTING CLAUSE ELEVEN

[Water Rights, etc.]

TOGETHER WITH, all water rights, water stock, water permits and other rights to the use of water that are now or that may be hereinafter used in connection with the said Property, or any part thereof, or any improvements or appurtenances thereto.

GRANTING CLAUSE TWELVE

[Minerals, etc.]

TOGETHER WITH, all oil and gas and other mineral rights, if any, in or pertaining to the Land and all royalty, leasehold and other rights of the Trustor pertaining thereto.

GRANTING CLAUSE THIRTEEN

[Accessions, etc.]

TOGETHER WITH, all extensions, improvements, betterments, renewals, substitutes for and replacements of, and all additions, accessions, and appurtenances to, any of the foregoing that the Trustor may subsequently acquire, and all conversions of any of the foregoing; the Trustor agrees that all property hereafter acquired by the Trustor and required by the Indenture, this Deed of Trust or any other Indenture Document to be subject to the Lien and/or security interests created by this Deed of Trust shall forthwith upon the acquisition thereof by the Trustor be subject to the Lien and security interests of this Deed of Trust as if such property were now owned by the Trustor and were specifically described in this Deed of Trust and granted hereby or pursuant hereto, and the Beneficiary is hereby authorized to receive any and all such property as and for additional security for the Secured Obligations.

The entire estate, property and interest hereby conveyed to Trustee (other than Excluded Assets) may hereafter be referred to as the “Trust Estate.”

FOR THE PURPOSE OF SECURING:

A.            the due and punctual payment and performance of all present and future liabilities and Obligations (including, without limitation, Guarantee Obligations) of the Trustor

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of every type or description to Beneficiary, arising under or in connection with the Notes, the Guarantees and the other Indenture Documents, whether for principal of or premium, if any, or Interest (or Liquidated Damages, if any) on the Notes, expenses, indemnities or other amounts (including attorneys’ fees and expenses); and

B.            the due and punctual payment and performance of all present and future obligations and liabilities of the Trustor of every type or description to Beneficiary, arising under or in connection with this Deed of Trust or any other Indenture Document, including for reimbursement of amounts permitted to be advanced or expended by Beneficiary (i) to satisfy amounts required to be paid by the Trustor under this Deed of Trust or any other Indenture Documents, together with interest thereon to the extent provided, or (ii) to protect the Trust Estate, together with interest thereon to the extent provided; and

C.            all future advances pursuant to the Indenture or any other of the Indenture Documents, as future advances is defined by Arizona Revised Statutes (“ARS”) Section 33-801;  this Deed of Trust is intended to secure future advances;  the maximum amount of principal to be secured is $125,000,000; this instrument is to be governed by the provisions of ARS Title 33 et seq.; in each case whether due or not due, direct or indirect, joint and/or several, absolute or contingent, voluntary or involuntary, liquidated or unliquidated, determined or undetermined, now or hereafter existing, renewed or restructured, whether or not from time to time decreased or extinguished and later increased, created or incurred, whether or not arising after the commencement of a proceeding under the Bankruptcy Code (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding (all liabilities and other Obligations described herein are collectively referred to herein as the “Secured Obligations”).

TO PROTECT THE SECURITY OF THIS DEED OF TRUST, THE TRUSTOR HEREBY COVENANTS AND AGREES AS FOLLOWS:

ARTICLE  1.

DEFINITIONS AND RELATED MATTERS

Section  1.1.    Certain Defined Terms. As used herein, the following terms shall have the following meanings:

“Accounts” has the meaning set forth in Section 9.1.2.

“Applicable Gaming Laws” has the meaning set forth in the Recitals.

“Applicable Law” has the meaning set forth in Section 3.7.

“Applicable UCC” means the Uniform Commercial Code (as amended from time to time) as adopted by the State of Arizona.

“B & B B” has the meaning set forth in the Preamble.

8

“Beneficiary” has the meaning set forth in the Preamble.

“Books and Records” has the meaning set forth in Section 9.1.17.

“CERCLA” has the meaning set forth in Section 11.1.2.

“Chattel Paper” has the meaning set forth in Section 9.1.1.

“Collateral Account” has the meaning set forth in Section 9.1.11.

“Collateral Agreements” means this Deed of Trust and all other instruments, documents and agreements delivered by any of the parties to the Indenture Documents pursuant to this Deed of Trust or any other Indenture Document to grant or perfect a Lien in favor of the Beneficiary on any real, personal or mixed property of such party as security for the Secured Obligations.

“Contracts” has the meaning set forth in Section 9.1.16.

“Deed of Trust” has the meaning set forth in the Preamble.

“Defaulted Interest” has the meaning set forth in Section 4.8.1.

“Distributions” has the meaning set forth in Section 9.1.13.

“Documents” has the meaning set forth in Section 9.1.9.

“Ella Kay Land” means the unimproved real property consisting of approximately 34.4 acres, which is owned in fee by RBG and is located southwest of the CasaBlanca Golf Course.

“Environmental Damages” means all claims, judgments, damages, losses, penalties, fines, liabilities (including strict liability), encumbrances, Liens, costs and expenses of investigation and defense of any claim, whether or not such is ultimately defeated, and of any settlement or judgment, of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, including, without limitation, reasonable attorneys’ fees, charges and disbursements (including, without limitation, costs of appeal), and consultants’ fees, any of which are actually incurred at any time as a result of the existence or alleged existence of Hazardous Materials upon, about or beneath the Property or migrating or threatening to migrate to or from the Property, or the existence or alleged existence of a violation of Environmental Requirements pertaining to the Property regardless of whether the existence of such Hazardous Materials or the violation of Environmental Requirements arose prior to the present ownership or operation of the Property, and including, without limitation:

9

(i)            damages for personal injury, or injury to property or natural resources occurring upon or off of the Property, foreseeable or unforeseeable, including, without limitation, lost profits, consequential damages, the cost of demolition and rebuilding of any improvements on real property, interest and penalties including, but not limited to, claims brought by or on behalf of employees of the Trustor, with respect to which the Trustor waives, for the benefit of Beneficiary only, any immunity to which it may be entitled under any industrial or workers’ compensation laws;

(ii)           reasonable fees actually incurred for the services of attorneys, consultants, contractors, experts, laboratories and all other costs incurred in connection with the investigation or remediation of such Hazardous Materials or violation of Environmental Requirements including, but not limited to, the preparation of any feasibility studies or reports or the performance of any cleanup, remedial, removal, abatement, containment, closure, restoration or monitoring work required by any federal, state or local governmental agency or political subdivision, or reasonably necessary to make full economic use of the Property or any other property or otherwise expended in connection with such conditions, and including, without limitation, any reasonable attorneys’ fees, charges and disbursements (including, without limitation, costs of appeal) actually incurred in enforcing this Deed of Trust or collecting any sums due hereunder; and

(iii)          liability to any Person to indemnify such Person for actual costs incurred in good faith in connection with the items referenced in subparagraphs (i) and (ii) hereof.

“Environmental Requirements” means the common law and all applicable present and future statutes, regulations, rules, ordinances, codes, licenses, permits, orders, approvals, plans, authorizations, concessions, franchises and similar items, of Governmental Authority or applicable judicial and administrative and regulatory decrees, injunctions, judgments and orders relating to the environment, including, without limitation:

(i)            all requirements, including, but not limited to, those relating or pertaining to (A) reporting, licensing, permitting, investigation and remediation of emissions, discharges, releases or threatened releases of Hazardous Materials or other chemical substances, pollutants, contaminants or hazardous or toxic substances, materials or wastes whether solid, liquid or gaseous in nature, into the environment (including, without limitation, ambient air, surface water, groundwater or land surface or subsurface strata), (B) the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport or handling of chemical substances, materials or wastes, whether solid, liquid or gaseous in nature, including without limitation, Hazardous Materials or (C) underground storage tanks and related piping, and emissions, discharges, releases or threatened releases of Hazardous Materials or other chemical substances, pollutants, contaminants or hazardous or toxic substances, materials or wastes whether solid, liquid or gaseous in nature therefrom; and

(ii)           all other requirements pertaining to the protection of the health and safety of employees or the public with respect to Hazardous Materials.

10

“Equipment” has the meaning set forth in Section 9.1.7.

“Excluded Assets” means:

(a)all Non-Operating Real Property;

(b)assets securing FF&E Financing, Purchase Money Indebtedness or Capitalized Lease Obligations permitted to be incurred under the Indenture;

(c)leasehold estates in real property existing on the Issue Date and any additional leasehold estates in real property acquired by the Issuers or the Subsidiaries after the Issue Date, unless the Indenture Trustee, as collateral agent (upon request of the Holders of a majority of the outstanding Notes), in its reasonable discretion requests that the Issuers provide the Indenture Trustee, as collateral agent, with a Lien upon and security interest in such leasehold estate so that such leasehold estate shall become additional Collateral (and in the Collateral Agreements the Issuers will agree to notify the Indenture Trustee of the acquisition by it or any of the Subsidiaries of any leasehold estate in real property);

(d)any leases, permits, licenses (including without limitation Gaming Licenses) or other contracts or agreements or other assets or property to the extent that a grant of a Lien thereon under the Collateral Agreements (i) is prohibited by law or would constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of the grantor therein pursuant to the applicable law, or (ii) would require the consent of third parties and such consent has not been obtained after the Issuers have used commercially reasonable efforts to try to obtain such consent, or (iii) other than as a result of requiring a consent of third parties that has not been obtained, would result in a breach of the provisions thereof, or constitute a default under or result in a termination of, such lease, permit, license, contract or agreement (other than to the extent that any such provisions thereof would be rendered ineffective pursuant to Section 9-406, 9-407 or 9- 408 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction (the “UCC”) or any other applicable law); provided that, immediately upon the uneffectiveness, lapse or termination of such prohibition, the provisions that would be so breached or such breach, default or termination or immediately upon the obtaining of any such consent, the Excluded Assets shall not include, and the Issuers or the applicable Guarantor, as the case may be, shall be deemed to have granted a security interest in, all such leases, permits, licenses, other contracts and agreements and such other assets and property as if such prohibition, the provisions that would be so breached or such breach, default or termination had never been in effect and as if such consent had not been required;

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(e)cash and Cash Equivalents to the extent that a Lien thereon may not be perfected through the filing of a UCC financing statement or that, after the Issuers have used commercially reasonable efforts, the Issuers are unable to cause the Trustee to obtain “control” (as defined in the UCC) for the benefit of the Holders; and

(f)any Capital Stock of an Excluded Foreign Subsidiary, if any, other than a pledge of 65% of the Voting Equity Interests of such Excluded Foreign Subsidiary held directly by the Issuers or any domestic Subsidiary, 100% of the nonvoting Equity Interests of such Excluded Foreign Subsidiary held directly by the Issuers or any domestic Subsidiary and 100% of any intercompany Indebtedness owed by such Excluded Foreign Subsidiary to any of the Issuers or any of the Guarantors.

 “Fixtures” has the meaning set forth in Section 9.1.8.

“General Intangibles” has the meaning set forth in Section 9.1.10.

“Governmental Authority” means any governmental, administrative or regulatory agency, authority, department, commission, board, bureau or instrumentality of the United States, any state of the United States, or any political subdivision thereof, including, without limitation, any Gaming Authority, or any court, arbitrator or quasi-judicial authority.

“Ground Lease” has the meaning set forth in Granting Clause One.

“Guarantee” has the meaning set forth in the Recitals.

“Hazardous Materials” means any chemical, material or substance:

(i)            the presence of which requires investigation or remediation under any federal, state or local law, statute, code, regulation, ordinance, order, action or policy; or

(ii)           which is or becomes defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous waste,” “restricted hazardous waste” or “toxic substances” or words of similar import under any applicable local, state or federal law or under regulations adopted or publications promulgated pursuant thereto, including, but not limited to, any such laws or regulations promulgated by Governmental Authorities of the State of Arizona; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801, et seq.; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6901, et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251, et seq.; or

(iii)          which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous and is or a becomes regulated by any Governmental Authority; or

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(iv)          the presence of which on the Property causes or threatens to pose a hazard to the Property or to the health or safety of Persons on or about the Property; or

(v)           without limitation, which contains gasoline, crude oil, diesel fuel or other petroleum hydrocarbons in violation of applicable Environmental Requirements; or

(vi)          without limitation, which contains “PCBs” (as hereinafter defined) or asbestos or urea formaldehyde foam insulation or radon gas.

“Hedging Agreements” has the meaning set forth in Section 9.1.17.

“Holders” has the meaning set forth in the Indenture.

“Impositions” means any and all (i) real estate and personal property taxes and other taxes and assessments, water and sewer rates and charges levied or assessed upon or with respect to the Property, and any and all other governmental charges (including any penalties and other charges imposed by any Gaming Authority) and any interest or costs or penalties with respect thereto, in each case whether general, special, ordinary or extraordinary, foreseen or unforeseen, of any kind and nature whatsoever that at any time prior to or after the execution hereof may be assessed, levied, imposed, or become a Lien upon the Property or the Rents, but excluding taxes on the Trustor’s income or operating revenues; (ii) charges for any easement or agreement maintained for the benefit of the Property and (iii) other charges, expenses, payments or assessments of any nature, if any, which are or may be assessed, levied, imposed or become a Lien upon the Property or the Rents, including mechanics and other Permitted Liens.

“Impound Account” means the account that Trustor may be required to maintain pursuant to Section 4.6.2. of this Deed of Trust for the deposit of amounts required to pay Impositions and insurance premiums.

“Improvements” has the meaning set forth in Granting Clause Two.

“Indemnitees” has the meaning set forth in Section 11.2.7.

“Indenture” has the meaning set forth in the Recitals.

“Indenture Document” means any of the Indenture, the Notes, the Guarantees, the Collateral Agreements, the Registration Rights Agreement and any other agreement, document or instrument entered into or issued in connection with any of the foregoing.

“Indenture Trustee” has the meaning set forth in the Recitals.

“Instruments” has the meaning set forth in Section 9.1.14.

“Intangible Property”  means any and all intangible personal property, including, without limitation, (a) the rights to use all names and all derivations thereof now or

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hereafter used by the Trustor in connection with the Land, or the Improvements, including, without limitation, the names “Oasis Recreational Properties” and “Palms Golf Course” and any variations thereof, together with the goodwill associated therewith, and all names, logos, and designs used by the Trustor, or in connection with the Land or the Improvements or in which the Trustor has rights, with the exclusive right to use such names, logos and designs wherever they are now or hereafter used in connection with the Land or the Improvements, and any and all other trade names, trademarks or service marks, whether or not registered, now or hereafter used in the operation of the Land or the Improvements, including, without limitation, any interest as a licensee or franchisee, and, in each case, together with the goodwill associated therewith; (b) maps, plans, specifications, surveys, studies, tests, reports, data and drawings relating to the development of the Land or the Improvements and the construction of the Improvements, including, without limitation, all marketing plans, feasibility studies, soils tests, design contracts and all contracts and agreements of the Trustor relating thereto and all architectural, structural, mechanical and engineering plans and specifications, studies, data and drawings prepared for or relating to the development of the Land or the Property or the construction, renovation or restoration of any of the Improvements or the extraction of minerals, sand, gravel or other valuable substances from the Land; (c) any and all books, records, customer lists (including lists or information derived from or related to the Player Tracking System described within the definition of “Tangible Property”), concession agreements, supply or service contracts, licenses, permits, governmental approvals (to the extent such licenses, permits and approvals may be pledged under applicable law), signs, goodwill, casino and hotel credit and charge records, supplier lists, checking accounts, safe deposit boxes (excluding the contents of such deposit boxes owned by Persons other than the Trustor or any of its Subsidiaries), cash, instruments, Chattel Papers, documents, unearned premiums, deposits, refunds, including but not limited to income tax refunds, prepaid expenses, rebates, tax and insurance escrow and impound accounts, if any, actions and rights in action, and all other claims, and all other contract rights and general intangibles resulting from or used in connection with the operation of the Trust Estate and in which the Trustor now or hereafter has rights; (d) all of the Trustor’s documents, instruments, contract rights, and general intangibles including, without limitation, all insurance policies, permits, licenses, franchises and agreements required for the use, occupancy or operation of the Land, or any of the Improvements (to the extent such licenses, permits and approvals are not prohibited from being pledged under applicable law); (e) general intangibles, vacation license resort agreements or other time share license or right to use agreements with respect to the Land, the Improvements and/or the business being conducted thereon, including, without limitation, all rents, issues, profits, income and maintenance fees resulting therefrom; whether any of the foregoing is now owned or hereafter acquired and (f) any and all licenses, permits, variances, special permits, franchises, certificates, rulings, certifications, validations, exemptions, filings, registrations, authorizations, consents, approvals, waivers, orders, rights and agreements (including options, option rights and contract rights) now or hereafter obtained by the Trustor from any Governmental Authority having or claiming jurisdiction over the Land, the Tangible Property, the Property or any other element of the Trust Estate or providing access thereto, or the operation of any business on, at, or from the Land, including, without limitation, any Gaming Licenses.

“Intellectual Property Collateral” has the meaning set forth in Section 9.1.15.

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“Inventory” has the meaning set forth in Section 9.1.6.

“Land” has the meaning set forth in Granting Clause One.

“Land Behind Mesquite Star” means the unimproved real property consisting of approximately 24.45 acres, which is owned in fee by Virgin River and is located to the southwest and west of the Virgin River Convention Center, formerly known as the “Mesquite Star Hotel & Casino.”

“Leased Land” has the meaning set forth in Granting Clause One.

“Leases” means any and all leases, subleases, lettings, licenses, concessions, operating agreements, management agreements and all other agreements affecting or covering the Property or any portion thereof now or hereafter existing or entered into, together with all amendments, extensions and renewals of any of the foregoing, but excluding the Ground Lease.

“Lessor” has the meaning set forth in Granting Clause One.

“Material Adverse Effect” means a material adverse effect on (A) the properties, business, prospects, operations, earnings, assets, liabilities or condition (financial or otherwise) of the Issuers and the Guarantors, taken as a whole, (B) the ability of any of the Issuers or Guarantors to perform its obligations under any of the Transaction Documents (as defined in the Purchase Agreement), (C) the enforceability of any of the Collateral Agreements or the attachment, perfection or priority of any of the security interests intended to be created thereby in any portion of the Collateral or (D) the validity of any of the Transaction Documents or the consummation of any of the Transactions (as defined in the Purchase Agreement).

“Motor Vehicles” has the meaning set forth in Section 9.1.18.

“Non-Operating Real Property” means: (a) the land-based facilities and related amenities comprising the Oasis Recreational Facility, including without limitation all leased property related thereto; and (b) all owned real property and leasehold interests in the Land Behind Mesquite Star, the Ella Kay Land and the Truck Parking and all additions and improvements to such real property.

“Notes” has the meaning set forth in the Recitals.

“Oasis Interval”means Oasis Interval Ownership, LLC, a Nevada limited liability company.

“Oasis Interval Management” means Oasis Interval Management, LLC, a Nevada limited-liability company.

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“Offering Circular” means the Offering Circular, dated December [   ], 2004, relating to the offer and sale of the Notes.

“Oasis Recreational Properties” means Oasis Recreational Properties, Inc., a Nevada corporation.

“Owned Land” has the meaning set forth in Granting Clause One.

“PCBs” means polychlorinated biphenyls.

“Personalty” means the Intangible Property and the Tangible Property.

“Pledged Securities” has the meaning set forth in Section 9.1.12.

“Proceeds” has the meaning set forth in Section 9.1.23.

“Property” has the meaning set forth in Granting Clause Two.

“Public Waters” means any river, lake, stream, sea, ocean, gulf, bay or other public body of water.

“Purchase Agreement” means the Purchase Agreement, dated December [   ], 2004, among (i) the Trustor, Virgin River, RBG, B & B B, Oasis Interval Management, Resorts and Oasis Interval, (ii) solely with respect to Sections 6(p), 6(s) and 6(bb) thereof, Robert R. Black, Sr. and R. Black, Inc., a Nevada corporation, and (iii) Jefferies & Company, Inc., as Initial Purchaser, relating to the issuance and sale by the Issuers to the Initial Purchaser of the Notes.

“Receiver” means any trustee, receiver, custodian, fiscal agent, liquidator or similar officer.

“Rents” has the meaning set forth in Granting Clause Three.

“Resorts” means Casablanca Resorts, LLC, a Nevada limited liability company.

“Secured Obligations” has the meaning set forth above under the caption “FOR THE PURPOSE OF SECURING.”

“Senior Secured Note Security Agreement” means the Senior Secured Note Security Agreement, dated as of December [   ], 2004, among the Trustor, Virgin River, RBG, B & BB, Oasis Interval Management, Oasis Interval, Resorts, as Grantors, and The Bank of New York Trust Company, N.A., as collateral agent.

“Tangible Property”  means any and all tangible personal property, including, without limitation, all goods, equipment, supplies, building and other materials of every nature

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whatsoever and all other tangible personal property constituting a part or portion of the Property and/or used in the operation of any hotel, casino, restaurant, store, parking facility, special events arena, theme park, and any other commercial operations on the Property, including but not limited to Inventory, communication systems, visual and electronic surveillance systems and transportation systems and not constituting a part of the real property subject to the Liens of this Deed of Trust and including all property and materials stored on all or any portion of the Property in which the Trustor has an interest and all tools, utensils, food and beverage, liquor, uniforms, linens, housekeeping and maintenance supplies, vehicles, fuel, advertising and promotional material, blueprints, surveys, plans and other documents relating to the Land or the Improvements, and all construction materials and all Fixtures, including, but not limited to, all gaming equipment and devices which are used in connection with the operation of the Property and those items of Fixtures which are purchased or leased by the Trustor, machinery and any other item of personal property in which the Trustor now or hereafter owns or acquires an interest or right, and which are used or useful in the construction, operation, use and occupancy of the Property; to the extent permitted by the applicable contract or applicable law, all financial equipment, computer equipment, Player Tracking Systems (including all computer hardware, operating software programs and all right, title and interest in and to any applicable license therefore), calculators, adding machines, video game and slot machines, and any other electronic equipment of every nature used or located on any part of the Property, and all present and future right, title and interest of the Trustor in and to any casino operator’s agreement, license agreement or sublease agreement used in connection with the Property.

“Title Policy” means the title insurance policy or policies in favor of Beneficiary insuring the Liens of this Deed of Trust.

“Trademarks” means trademarks, servicemarks and trade names, all registrations and applications to register such trademarks, servicemarks and trade names and all renewals thereof, and the goodwill of the business associated with or relating to such trademarks, servicemarks and trade names, including without limitation any and all licenses and rights granted to use any trademark, servicemark or trade name owned by any other Person.

“Truck Parking” means the improved real property consisting of approximately 4.61 acres on which truck parking for Virgin River is located. The Truck Parking is owned in fee by Virgin River and is situated to the east of the Virgin River Casino.

“Trust Estate” has the meaning set forth in Granting Clause Thirteen.

“Trustee” has the meaning set forth in the Preamble.

“Trustor” has the meaning set forth in the Preamble.

“UCC” means the Uniform Commercial Code (as amended from time to time) as adopted by the State of Arizona.

“Virgin River” has the meaning set forth in the Preamble.

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Section  1.2.  Related Matters.

1.2.1.   Terms Used in the UCC. Unless the context clearly otherwise requires, all lower-case terms used in Section 9 of this Deed of Trust and not otherwise defined herein that are used or defined in Article 9 (or any equivalent subpart) of the UCC have the same meanings herein.

1.2.2.   Construction. Unless the context of this Deed of Trust clearly requires otherwise, references to the plural include the singular, the singular includes the plural, the part includes the whole, and “including” is not limiting.  The words “hereof,” “herein,” “hereby,” “hereunder” and similar terms in this Deed of Trust refer to this Deed of Trust as a whole (including the Preamble, the Recitals and all Schedules and Exhibits, but subject to Section 1.2.5.) and not to any particular provision of this Deed of Trust.  Article, section, subsection, exhibit, recital, preamble and schedule references in this Deed of Trust are to this Deed of Trust unless otherwise specified.  References in this Deed of Trust to any agreement, other document or law “as amended” or “as may be amended from time to time” or similar phrases, or to amendments of any document or law, shall include any amendments, supplements, replacements, renewals or other modifications.

1.2.3.   Determinations.  Any determination or calculation contemplated by this Deed of Trust that is made by Beneficiary shall be final and conclusive and binding upon the Trustor, in the absence of manifest error. References in this Deed of Trust to “determination” by Beneficiary include good faith estimates (in the case of quantitative determinations) and good faith beliefs (in the case of qualitative determinations). All references herein to “discretion” of Beneficiary (or terms of similar import) shall mean “absolute and sole discretion.” All consents and other actions of Beneficiary contemplated by this Deed of Trust may be given, taken, withheld or not taken in Beneficiary’s discretion (whether or not so expressed), except as otherwise expressly provided herein.  No approval or consent of Beneficiary shall be effective unless the express written approval or consent of Beneficiary is received by the Trustor.

1.2.4.   Governing Law.  THIS DEED OF TRUST 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), EXCEPT THAT WITH RESPECT TO THE EXERCISE OF REMEDIES HEREUNDER AND THE CREATION, PERFECTION AND ENFORCEMENT OF THE LIEN CREATED BY THIS DEED OF TRUST, THE LAWS OF THE JURISDICTION IN WHICH THE PROPERTY IS LOCATED SHALL GOVERN, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF SUCH JURISDICTION.

1.2.5.   Headings.  The article, section and subsection headings used in this Deed of Trust are for convenience of reference only and shall not affect the construction hereof.

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1.2.6.   Severability.  If any provision of this Deed of Trust or any Lien or other right hereunder conflicts with, or shall be held to be invalid, illegal or unenforceable under, Applicable Law in any jurisdiction, such provision, Lien or other right shall be ineffective only to the extent of such invalidity, illegality or unenforceability, which shall not affect any other provisions herein or any other Lien or right granted hereby or the validity, legality or enforceability of such provision, Lien or right in any other jurisdiction, and to this end, the provisions of, and the Liens and rights under, this instrument are declared to be severable.

1.2.7.   Exhibits and Schedules.  All of the appendices, exhibits and schedules attached to this Deed of Trust shall be deemed incorporated herein by reference.

ARTICLE  2.

[RESERVED]

ARTICLE  3.

REPRESENTATIONS AND WARRANTIES

The Trustor hereby represents and warrants to Beneficiary and Trustee that:

Section  3.1.  Corporate Existence.  The Trustor (a) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada, and (b) has the corporate power and authority to own its property and assets and to transact the business in which it is engaged or presently proposes to engage, and (c) is duly qualified and is authorized to do business and is in good standing as a foreign corporation in every jurisdiction in which it owns or leases real property or in which the nature of its business requires it to be so qualified.

Section  3.2.  Authorization; Approvals.  The execution, delivery and performance by the Trustor of this Deed of Trust are within the Trustor’s corporate powers and authority, have been duly authorized by all necessary corporate action, and do not contravene (a) the Trustor’s charter, by-laws, or other organizational documents, or (b) any law or any contractual restriction binding on or affecting the Trustor or the Property.  All authorizations or approvals or other actions by, or notice to or filing with, any Governmental Authority required for the due execution, delivery and performance by the Trustor of this Deed of Trust have been duly obtained and are in full force and effect.

Section  3.3.  Enforceability.  This Deed of Trust has been duly executed and delivered by the Trustor and is the legal, valid and binding obligation of the Trustor, enforceable against the Trustor in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally and general principles of equity.

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Section  3.4.  Validity and Perfection of Security Interests.  The Liens and security interests in the Trust Estate created in accordance with the terms hereof constitute valid security interests, and, (a) upon recordation of this Deed of Trust in the appropriate office in Mohave County, Arizona, (b) upon the filing of financing statements naming the Trustor as “Debtor” and Beneficiary as “Secured Party” and describing the Trust Estate in the filing offices of the Secretary of State of Arizona and in the real estate records of Mohave County, Arizona, (c) upon the delivery of any instruments and Chattel Paper which are included in the Trust Estate to Beneficiary, (d) to the extent subject to U.S. federal law and not Article 9 of the Applicable UCC, upon recordation of the security interests granted in Patents, Trademarks and Copyrights in the U.S. Patent and Trademark Office and the U.S. Copyright Office, along with the registration of all U.S. Copyrights in the U.S. Copyright Office and, to the extent governed by foreign law, the taking of all steps necessary under applicable foreign law to perfect or record the security interest in all foreign Intellectual Property Collateral applications and registrations and (e) to the extent ownership of Collateral is represented by a certificate, a notation on the certificate of the Lien granted hereby, the security interests granted to Beneficiary hereunder will constitute perfected security interests therein superior and prior to all Liens, rights or claims of all other Persons other than Permitted Liens.

Section  3.5.  Title to and Right to Use Assets.  The Trustor has good and marketable fee simple title in the Land owned by such Trustor, and/or enjoys the peaceful and undisturbed possession of any Leased Land leased by the Trustor and is the legal and beneficial owner of the remainder of the Trust Estate (and as to the Trust Estate whether now existing or hereafter acquired, the Trustor will continue to own each item thereof), free and clear of all Liens except Permitted Liens.  The Trustor has the right to hold, occupy and enjoy its interest in the Trust Estate subject to the terms of the Gaming Licenses and subject to the Permitted Liens, and has valid right, full power and legal authority, subject to Applicable Gaming Laws, to mortgage and pledge the same as provided herein, and the Trustor shall defend the Trust Estate against all claims and demands of all Persons at any time claiming the same or any interest therein adverse to Beneficiary (except for Permitted Liens) and Beneficiary may, subject to Applicable Gaming Laws, at all times peaceably and quietly enter upon, hold, occupy and enjoy the entire Trust Estate in accordance with the terms hereof.

Section  3.6.  Non-Contravention.  Neither the execution, delivery or performance of this Deed of Trust by the Trustor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violate the terms of or constitute a default under any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which the Trustor is a party or by which it or any of its property or assets is bound or to which it may be subject (including, without limitation, the Ground Lease), (ii) conflict with any law, order, rule or regulation applicable to the Trustor of any court or any government, regulatory body or administrative agency or other governmental body or Governmental Authority having jurisdiction over the Trustor or the Trust Estate, or (iii) result in or require the creation or imposition of (or the obligation to create or impose) any Lien (other than the Lien contemplated hereby or by any other Indenture Document), upon or with respect to any of the property or assets now owned or hereafter acquired by the Trustor.

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Section  3.7.  Contracts.  Each material contract which is part of the Trust Estate (each, a “Contract”), (i) is the genuine, legal, valid, and binding obligation of the Trustor, (ii) is enforceable against the Trustor party thereto in accordance with its terms, (iii) is in full force and effect and is, to the best knowledge of the Trustor, not subject to any setoffs, defenses, overdue taxes, counterclaims or other claims, nor have any of the foregoing been asserted or alleged as to any Contract, and (iv) is, in all material respects, in compliance with all applicable laws, whether federal, state, local or foreign (“Applicable Laws”).  The Trustor nor, to the best knowledge of the Trustor, any other party to any Contract is in default in the performance or observance of any of the terms thereof.  No party to any Contract is the United States government or an instrumentality thereof.

Section  3.8.  Leases.  The Trustor has delivered to Beneficiary true, correct and complete copies of all Leases and the Ground Lease, including all amendments thereof and modifications thereto.  Each Lease and the Ground Lease (i) is the genuine, legal, valid and binding obligation of the Trustor thereto, (ii) is enforceable against the Trustor thereto and, to the best knowledge of the Trustor, each other party thereto, in accordance with its terms, (iii) is in full force and effect and is not subject to any setoffs, defenses, taxes, counterclaims or other claims, nor have any of the foregoing been asserted or alleged as to any Lease or the Ground Lease, and (iv) is in compliance with all Applicable Laws.

Section  3.9.  No Other Property.  The Trust Estate constitutes all of the property located in Arizona (whether owned, leased or otherwise) currently used by the Trustor in connection with the operation of any properties other than Excluded Assets.

Section  3.10.  Compliance with Laws.  To the best knowledge of the Trustor, except as otherwise disclosed in writing to Beneficiary, the Trust Estate and the proposed and actual use thereof comply in all material respects with all Applicable Laws, and there is no proceeding pending or, to the best knowledge of the Trustor, threatened before any Governmental Authority relating to the validity of any of the Indenture Documents or the proposed or actual use of the Trust Estate.

Section  3.11.   Property Use; Mechanics’ Liens.The Property is not used principally or primarily for agricultural or grazing purposes.  All costs for labor and material for the removal, construction and renovation of the Improvements (including, without limitation, any additions and alterations thereto) have been paid in full or will be paid in accordance with Section 4.15.

Section  3.12.  Condemnation.  There are no pending or, to the best knowledge of the Trustor, threatened condemnation or eminent domain proceedings against the Trust Estate or any part thereof.

Section  3.13.   Litigation.  Except as disclosed in writing to Beneficiary on the date hereof, there are no pending or, to the best knowledge of the Trustor, threatened, actions, claims, proceedings, investigations, suits or proceedings before any Governmental Authority.

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Section  3.14.  Construction of Improvements. All Improvements have been and will be constructed in all material respects in accordance with Applicable Laws and all requirements of Governmental Authorities and governmental approvals. To the best knowledge of the Trustor, the Improvements are free from latent and patent defects, and do not require any material repairs, reconstruction or replacement on the date hereof (except for any material repairs, reconstruction or replacement that do not have a material adverse effect on the value of the Improvements and do not materially and adversely affect the Trustor’s use and operation of the Improvements).

ARTICLE  4.

AFFIRMATIVE COVENANTS

The Trustor hereby covenants to and agrees with Beneficiary as follows:

Section  4.1.  Secured Obligations of Trustor.  The Trustor shall perform, observe and comply with its Secured Obligations arising under this Deed of Trust and shall continue to be liable for the performance of its Secured Obligations arising under this Deed of Trust until discharged in full, notwithstanding any actions of partial foreclosure that may be brought hereunder to recover any amount or amounts expended by Beneficiary on behalf of the Trustor in order to cure any of the Trustor’s defaults or to satisfy any of the Trustor’s obligations or covenants under any agreement relating to the Trust Estate and to which the Trustor is a party or by which the Trust Estate is bound.

Section  4.2.  Compliance with Law; Maintenance of Approvals.   Except as expressly permitted by the Indenture, the Trustor shall (i) comply with all requirements of law applicable to the ownership, operation, use and occupancy of all or any portion of the Trust Estate, whether or not such compliance requires work or remedial measures that are ordinary or extraordinary, foreseen or unforeseen, or structural or nonstructural, and (ii) maintain in full force and effect all authorizations, approvals or other actions, including, without limitation, Gaming Licenses, which are necessary or desirable for the performance of the Trustor’s obligations pursuant to this Deed of Trust or for the business conducted by the Trustor on the Property.

Section  4.3.    Other Reports.  The Trustor shall provide from time to time such additional information regarding the Trustor or the Trust Estate as are required under the Indenture or as Beneficiary may reasonably request.

Section  4.4.  Insurance.  The Trustor, at its sole cost and expense, shall provide, maintain and keep in force the insurance required by Section 4.17 of the Indenture (“Insurance Policies”).

Section  4.5.  Waste and Repair. Except as expressly permitted by Section 4.17 of the Indenture, the Trustor shall at all times cause the Trust Estate to be maintained in normal working order and condition (reasonable wear and tear excepted).  The Trustor shall not suffer

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any waste of the Property or do or permit to be done thereon anything not otherwise permitted in the Indenture that may in any way impair the security of this Deed of Trust.  The Trustor shall not abandon the Property nor leave the Property unprotected or deserted.

Section  4.6.  Impositions; Impounds; Taxes; Capital Costs.

4.6.1.   Impositions Affecting the Property.  The Trustor shall pay when due all Impositions (or currently payable installments thereof) that are or that may become a Lien on the Property or are assessed against the Property or the Rents; provided, however, that the Trustor may, at its expense, contest the amount or validity or application of any such Impositions by appropriate legal proceedings promptly initiated and conducted in good faith and with due diligence; provided that (i) neither the Property nor any substantial part thereof shall be in danger of being sold, forfeited, terminated, canceled, or lost as a result of such contest, and (ii) except in the case of a Lien junior to the Lien of this Deed of Trust, the Trustor shall have posted such bond or furnished such other security as may be required by law to release such Lien.

4.6.2.   Impounds; Impound Account. Upon the occurrence and during the continuance of an Event of Default and at the request of Beneficiary, the Trustor shall pay to Beneficiary monthly an amount equal to one-twelfth (1/12th) of the annual cost (or such greater amount as may be reasonably necessary for Beneficiary to have on hand sufficient funds to pay the next installment prior to delinquency) of Impositions on the Property (but only those Impositions defined in clause (i) of the definition of “Impositions”), together with an amount equal to the estimated next hazard and other required insurance premiums in order to accumulate with Beneficiary sufficient funds to pay such Impositions and premiums at least thirty (30) days prior to their respective due dates. Such funds shall be held by Beneficiary on a commingled basis and shall not bear interest. Said accumulated funds shall be paid and applied by Beneficiary with respect to such Impositions and insurance premiums as and when due.

Section  4.7.  Further Assurances.  The Trustor shall, at its own expense, perform such acts as may be necessary, or that Beneficiary may request at any time, to execute, acknowledge and deliver all such additional papers and instruments (including, without limitation, a declaration of no setoff) and all such further assurances of title and will do or cause to be done all further acts and things as may be proper or reasonably necessary to carry out the purpose hereof and to subject to the Liens hereof any property intended by the terms hereof to be covered thereby and any renewals, additions, substitutions, replacements or betterments thereto.

Section  4.8.  Reimbursement: Waiver of Offsets.

4.8.1.   In the event any tax, stamp tax, assessment, water rate, sewer rate, insurance premium, repair, rent charge, debt, claim, inspection, Imposition or Lien having priority over the Lien of this Deed of Trust, or in the event any other amount required to be paid by the Trustor hereunder shall remain unpaid and the Trustor is not contesting such amount pursuant to the terms hereof or the Indenture, Beneficiary shall have the right to pay such amount and shall have the right to declare immediately due and payable any such amount so paid. Any

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amount so paid by Beneficiary shall bear interest at the default interest rate specified in Sections 2.12 and 4.1 of the Indenture (“Defaulted Interest”) from the date of payment by Beneficiary, shall constitute an additional Secured Obligation secured hereby, prior to any right, title or interest in or claim upon the Trust Estate attaching or accruing subsequent to the Lien of this Deed of Trust, shall be secured by this Deed of Trust and shall be payable by the Trustor to Beneficiary within thirty (30) days after receipt by the Trustor of written demand.

4.8.2.   Except as otherwise provided herein, in the Indenture or in the other Indenture Documents, all sums payable by the Trustor hereunder or under the other Indenture Documents shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of the Trustor hereunder shall in no way be released, discharged or otherwise affected by reason of: (i) any damage to or destruction of or any condemnation or similar taking of the Trust Estate or any part thereof; (ii) any restriction or prevention of or interference with any use of the Trust Estate or any part thereof; (iii) any title defect or encumbrance or any eviction from the Property or the Improvements or any part thereof by title paramount or otherwise; (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Beneficiary, or any action taken with respect to this Deed of Trust by any trustee or receiver of Beneficiary, or by any court, in any such proceeding; (v) any claim which the Trustor has or might have against Beneficiary; (vi) any default or failure on the part of Beneficiary to perform or comply with any of the terms hereof or of any other agreement with the Trustor or (vii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; whether or not the Trustor shall have notice or knowledge of any of the foregoing.  The Trustor waives all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution or reduction of any sum secured hereby and payable by the Trustor.

Section  4.9.  Litigation.  The Trustor shall, promptly upon obtaining actual knowledge thereof, give notice in writing to Beneficiary of any litigation commenced that is likely to have a material adverse effect on the Property or the Liens created hereby other than unlawful detainer proceedings brought by the Trustor.

Section  4.10.  Certain Reports.  The Trustor shall, promptly and in any event within fifteen (15) days after actual receipt by such Trustor thereof, deliver to Beneficiary a copy of any written notice or citation concerning any actual, alleged or suspected violation of Environmental Requirements or liability of the Trustor for Environmental Damages in connection with the Property or past or present activities of any Person thereon.

Section  4.11.  Tax Receipts. Subject to the provisions of Section 4.5 hereof, the Trustor shall provide to Beneficiary, within thirty (30) days after demand made therefor, bills (which shall be receipted from and after the date receipted bills are obtainable) showing the payment to the extent then due of all taxes, assessments (including those payable in periodic installments), water rates, sewer rates, and/or any other Imposition that have become a Lien (other than an inchoate Lien) upon the Trust Estate.

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Section  4.12.    FIRPTA Affidavit. The Trustor hereby represents and warrants to Beneficiary under penalty of perjury:

(i) The Trustor’s U.S. Taxpayer Identification Number is set forth opposite its name on Schedule 4.12(i) hereto;

(ii) The Trustor’s business address is set forth opposite its name on Schedule 4.12(ii) hereto; and

(iii) The Trustor is not a “foreign person” within the meaning of Code Sections 1445 and 7701 (i.e., the Trustor is not a nonresident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the Code and regulations promulgated thereunder).

The Trustor agrees to indemnify, defend, protect and hold Beneficiary and Beneficiary’s agents harmless of, from and against any and all loss, liability, costs, damages, claims or causes of action including reasonable attorneys’ fees, costs and expenses which may be actually incurred by Beneficiary or Beneficiary’s agents by reason of any failure of any representation or warranty made by the Trustor in this Section 4.12 to be true and correct in all respects, including, but not limited to, any liability for failure to withhold any amount required under Code Section 1445 in the event of foreclosure or other transfer of the Property.

Section  4.13.  Preservation of Contractual Rights.  Except as otherwise expressly permitted by the Indenture, the Trustor shall, prior to delinquency, default or forfeiture, perform all obligations and satisfy all material conditions required on its part to be satisfied to preserve its rights and privileges under any contract, lease, license, permit or other authorization (a) under which it holds any Tangible Property, or (b) which constitutes part of the Intangible Property.

Section  4.14.   Tax Service Contract. At any time after the occurrence of an Event of Default (whether or not such Event of Default is cured), at the request of Beneficiary and at the Trustor’s and/or their permitted successors’ sole expense, Beneficiary shall be furnished a tax service contract in form satisfactory to Beneficiary issued by a tax reporting agency satisfactory to Beneficiary, which contract shall remain in force until indefeasible discharge in full of the Secured Obligations.

Section  4.15.   Liens.  The Trustor shall pay and promptly discharge, at the Trustor’s cost and expense, all Liens upon the Trust Estate, or any part thereof or interest therein other than the Permitted Liens. The Trustor shall have the right to contest in good faith the validity of any such Lien, provided that the Trustor shall first post such bond or furnish such other security as may be required by law to release such Lien, and provided further that the Trustor shall thereafter diligently proceed to cause such Lien to be removed and discharged. If the Trustor shall fail to discharge any such Lien, then, in addition to any other right or remedy of Beneficiary, Beneficiary may, but shall not be obligated to, discharge the same, either by paying the amount claimed to be due, or by procuring the discharge of such Lien by depositing in court a

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bond for the amount claimed or otherwise giving security for such Lien, or in such manner as is or may be prescribed by law. Any amount so paid by Beneficiary shall bear interest at the Defaulted Interest rate from the date of payment by Beneficiary, shall constitute an additional Secured Obligation secured hereby, prior to any right, title or interest in or claim upon the Trust Estate attaching or accruing subsequent to the Lien of this Deed of Trust, shall be secured by this Deed of Trust and shall be payable by the Trustor to Beneficiary upon demand.

Section  4.16.    Inspection.  The Trustor shall permit Beneficiary, upon twenty-four (24) hours’ prior notice, to enter upon and inspect, during normal business hours, the Property and the construction and operation thereof, for such purposes reasonably deemed necessary by Beneficiary, it being agreed by the Trustor that Beneficiary’s good faith belief of the existence of a past or present release or threatened release of any Hazardous Material into, onto, beneath or from the Property shall be conclusively deemed reasonable; provided, however, that no such prior notice shall be necessary and such inspection may occur at any time if (i) Beneficiary reasonably believes that an emergency exists or is imminent or (ii) the giving or delivery of such notice is prohibited or stayed by Applicable Laws.

ARTICLE  5.

LEASEHOLD PROVISIONS

Section  5.1.      Deed of Trust Subject to Ground Lease. This Deed of Trust is made subject to whatever rights and interest the Lessor may have under the Ground Lease and the covenants, conditions and restrictions set forth therein.  This Deed of Trust shall not be construed so as to constitute a default under the Ground Lease pursuant to Applicable Law or the terms of such Ground Lease, and this Deed of Trust and the Lien created hereby shall be of no further force and effect if deemed by a court of competent jurisdiction to violate the terms of such Ground Lease or Applicable Law.

Section  5.2.   Certain Covenants.  The Trustor covenants and agrees as follows:

5.2.1.   The Trustor shall keep and perform, in all material respects, the covenants, agreements and obligations of the lessee set forth in the Ground Lease, and not to commit, suffer or permit any material breach thereof.  If the Trustor shall default under the Ground Lease, Beneficiary shall have the right, but not the obligation, to take any action necessary or desirable to cure any default by the Trustor in the performance of any of the terms, covenants and conditions of the Ground Lease, Beneficiary being authorized to enter upon the premises for such purposes. Any default by the Trustor as lessee under the Ground Lease or breach of an obligation thereunder shall be a default hereunder, provided that such shall not constitute a default hereunder until the expiration of any applicable lessee notice and grace period under the Ground Lease and the failure of the Trustor to cure such default or breach under the Ground Lease within such grace period.

5.2.2.   The Trustor shall give prompt notice to Beneficiary of the actual receipt by it of written notice of default served on the Trustor from the Lessor, and to furnish to Beneficiary

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all information that it may reasonably request concerning the performance by the Trustor of the covenants of the Ground Lease, including, without limitation, evidence of payment of ground rent, taxes, insurance premiums and operating expenses.

5.2.3.   So long as this Deed of Trust is in effect, there shall be no merger of the Ground Lease or any interest therein nor of the leasehold estate created thereby with the fee estate in the Leased Land or any portion thereof by reason of the fact that the Ground Lease or such interest therein or such leasehold estate may be held directly or indirectly by or for the account of any person who shall hold the fee estate in the Leased Land or any portion thereof or any interest of the Lessor. In case the Trustor acquires the fee title or any other estate, title or interest in the Leased Land covered by the Ground Lease, this Deed of Trust shall attach to and cover and be a Lien upon the fee title or such other estate so acquired, and such fee title or other estate shall, without further assignment, mortgage or conveyance, become and be subject to the Lien of and covered by this Deed of Trust.  The Trustor shall notify Beneficiary of any such acquisition by the Trustor and, on written request by Beneficiary, shall at its own expense cause to be executed and recorded all such other and further assurances or other instruments in writing as may in the opinion of Beneficiary be required to carry out the intent and meaning hereof.

5.2.4.   The Trustor shall not surrender the Ground Lease (except a surrender upon the expiration of the term of the Ground Lease or upon the termination by the Lessor thereunder pursuant to the provisions thereof) to the Lessor thereunder, or any portion thereof or of any interest therein, and no termination of the Ground Lease, by the Trustor as lessee thereunder, shall be valid or effective, and no Ground Lease shall be surrendered or canceled, amended, other than in immaterial respects, or subordinated to any fee mortgage, to any lease, or to any other interest, either orally or in writing, without the prior written consent of Beneficiary so long as this Deed of Trust is in effect. Any attempted surrender, amendment (except in immaterial respects) cancellation or termination of the Ground Lease by the Trustor without obtaining the prior written consent of Beneficiary shall be null and void and without force and effect on the Ground Lease, and such attempt shall constitute a default hereunder.

5.2.5.   If and to the extent required by the terms of the Ground Lease, the Trustor shall, promptly after the execution and delivery of this Deed of Trust or of any instrument or agreement supplemental thereto, notify the Lessor thereunder in writing of the execution and delivery thereof and deliver to the Lessor a copy of each such Deed of Trust, instrument or agreement, as the case may be.

5.2.6.   If the Ground Lease is terminated prior to the natural expiration of its term by reason of default of the Trustor, and if, pursuant to any provision of the Ground Lease, or otherwise, Beneficiary or its designee shall acquire from the Lessor thereunder a new lease of the Leased Land, or of any part of the Leased Land, the Trustor shall have no right, title or interest in or to such new lease or the leasehold estate created thereby.

5.2.7.   The Trustor hereby warrants the quiet and peaceful possession of the Property by Trustee for the benefit of Beneficiary for so long as the Deed of Trust is in effect and further warrants and agrees to defend the leasehold estate created under the Ground Lease for the

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remainder of the term set forth therein against each and every person claiming the same or any part thereof.

5.2.8.   In the event of the termination, rejection, or disaffirmance by the Lessor (or by any receiver, trustee, custodian, or other party that succeeds to the rights of any Lessor) pursuant to any section or chapter of the Bankruptcy Code, or any similar law, whether state, federal or otherwise, relating to insolvency, reorganization or liquidation, or for the relief of debtors (each such law referred to herein as a “Bankruptcy Law” and all such laws collectively referred to herein as “Bankruptcy Laws”), the Trustor hereby presently, absolutely, and irrevocably grants and assigns to Beneficiary the sole and exclusive right to make or refrain from making any election available to lessees under any Bankruptcy Law (including, without limitation, the election available pursuant to Section 365(h) of the Bankruptcy Code or any successor provision), and the Trustor agrees that any such election, if made by the Trustor without the prior written consent of Beneficiary (which Beneficiary would not anticipate granting due to the importance of the Ground Lease as security), shall be void and of no force or effect.

5.2.9.   In the event there is a termination, rejection, or disaffirmance by any Lessor (or by any receiver, trustee, custodian, or other party that succeeds to the rights of any Lessor) as described in Section 5.2.8 above and Beneficiary elects to have the Trustor remain in possession under any legal right the Trustor may have to occupy the premises leased pursuant to the Ground Lease then (i) the Trustor shall remain in such possession and shall perform all acts necessary for the Trustor to retain their right to remain in such possession, whether such acts are required under the then existing terms and provisions of the Ground Lease or otherwise, (ii) all of the terms and provisions of this Deed of Trust and the Lien created hereby shall remain in full force and effect and shall be extended automatically to such possession, occupancy, and interest of the Trustor, to all rights of the Trustor to such possession, occupancy, and interest, and to all of the Trustor’s rights and remedies against the Lessor under the Bankruptcy Laws, and (iii) the Trustor hereby agrees with Beneficiary that if the Trustor shall seek to offset against the rent reserved in the Ground Lease any damages or other amounts pursuant to any right of offset available to lessees under any Bankruptcy Laws for any damages sustained by reason of the failure by the applicable Lessors to perform their obligations, then not less than thirty (30) days prior to effecting any such offset, the Trustor shall give written notice to Beneficiary of the amount of the proposed offset and the basis therefor, and if Beneficiary objects, within thirty (30) days after receipt of such notice, to the offset on the basis that it may constitute a breach of the Ground Lease, then the Trustor shall not effect the offset of any amounts so objected to by Beneficiary and the Trustor agrees that any such election, if made by the Trustor without the prior written consent of Beneficiary, shall be void and of no force or effect.

5.2.10.   The Trustor shall use its commercially reasonable efforts (not including the payment of any money or other consideration to any third party) to obtain from time to time, promptly after request by Beneficiary, from the Lessor and deliver to Beneficiary, at no cost to Beneficiary, a Lessor’s estoppel certificate thereunder in such form as may reasonably be requested by Beneficiary.  Notwithstanding the foregoing, the Trustor’s failure to obtain an estoppel certificate from any Lessor shall not be deemed an Event of Default hereunder, provided that the Trustor has used its commercially reasonable efforts (as modified above).

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5.2.11.    If at any time the Trustor fails to comply in any material respect with any of the Trustor’s material obligations under the Ground Lease and the Lessor notifies Beneficiary thereof, then Beneficiary or Trustee may, but without obligation to do so and after providing reasonable notice to the Trustor (provided that no notice shall be required in the event of an emergency or if the Ground Lease is in danger of being terminated) and without releasing the Trustor from any obligation hereunder or removing or waiving any default hereunder, perform on behalf of the Trustor any such obligations, and any and all costs and expenses (including, without limitation, attorneys’ fees) incurred by Beneficiary or Trustee in connection therewith shall be repayable upon demand by the Trustor, with interest thereon at the Defaulted Interest rate, and shall be secured hereby; provided that the foregoing shall not be construed to require Beneficiary or Trustee to incur any expense or take any action with respect to the Trustor’s failure to comply with any of the Trustor’s obligations under the Ground Lease.

5.2.12.   The Trustor, promptly upon receiving written notice of a breach by the Lessor (or by any receiver, trustee, custodian, or other party that succeeds the rights of the Lessor) or of any inability of the Lessor to perform the terms and provisions of the Ground Lease (including, without limitation, by reason of a termination, rejection, or disaffirmance by such Lessor pursuant to any Bankruptcy Laws), which would materially impair the value of the Ground Lease, shall notify Beneficiary in writing of any such breach or inability.  The Trustor hereby assigns to Beneficiary the proceeds of any claims that the Trustor may have against such Lessor for any such breach or inability by such Lessor.  So long as no Event of Default has occurred and is continuing, the Trustor shall have the sole right to proceed against such Lessor in Trustor’s and Beneficiary’s behalf and to receive and retain all proceeds of such claims except as otherwise provided in the Indenture; during the continuance of an Event of Default, Beneficiary shall have the sole right to proceed against Lessor, and the Trustor shall cooperate with Beneficiary in such endeavor.  The Trustor shall, at its expense, diligently prosecute any such proceedings, deliver to Beneficiary copies of all papers served in connection therewith, and shall consult and cooperate with Beneficiary and its attorneys and agents, in the carrying on and defense of any such proceedings.

5.2.13.   Notwithstanding anything to the contrary in this paragraph, if there is an Event of Default which remains uncured, then Beneficiary shall have the right, but not the obligation, to conduct and control, through counsel of Beneficiary’s choosing, all litigation and other proceedings under the Bankruptcy Laws relating to the Lessor; and any expenses incurred by Beneficiary in such litigation and proceedings shall be additional indebtedness of the Trustor secured by this Deed of Trust, shall bear interest at the Defaulted Interest rate and shall be payable by the Trustor upon demand.  No settlement of any such proceeding shall be made by the Trustor without Beneficiary’s prior written consent.

5.2.14.   In addition to any and all other assignments contained in this Deed of Trust, the Trustor hereby absolutely, presently and unconditionally assigns, transfers, and sets over to Beneficiary all of the Trustor’s claims and rights to the payment of damages, and any other remedies available to the Trustor, arising from any rejection of the Ground Lease by the Lessor thereunder pursuant to any Bankruptcy Law. This assignment constitutes a present,

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absolute, irrevocable, and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all the indebtedness and obligations secured by this Deed of Trust shall have been satisfied and discharged in full.

5.2.15.   Trustor covenants and agrees to provide written notice of this Deed of Trust to the Lessor under the Ground Lease in accordance with Section 19.3 of the Ground Lease within three (3) Business Days of the date hereof.  Failure to timely provide such notice to the Lessor shall immediately, and without any further notice or any grace or cure period, constitute an Event of Default hereunder and under the Indenture.

Notwithstanding the foregoing, so long as no uncured Event of Default has occurred and is continuing, the Trustor shall have an absolute license to assert and settle any and all such claims, and to receive and apply all proceeds thereof as Trustee shall determine in its discretion.

ARTICLE  6.

NEGATIVE COVENANTS

The Trustor hereby covenants to and agrees with Beneficiary as follows:

Section  6.1.   Restrictive Uses.  The Trustor covenants not to suffer any Liens against the Trust Estate (other than Permitted Liens).

Section  6.2.  Transferability.  The Trustor shall not make any Asset Sale unless the proceeds of such Asset Sale are applied as permitted or required by Section 4.13 of the Indenture.

Section  6.3.  No Cooperative or Condominium.  The Trustor shall not operate or permit the Property to be operated as a cooperative or condominium building or buildings in which the tenants or occupants participate in the ownership, control or management of the Property or any part thereof, as tenant stockholders or otherwise.

ARTICLE  7.

CASUALTIES AND CONDEMNATION

Section  7.1.  Casualties.

7.1.1.   The Trustor shall notify Beneficiary in writing promptly after loss or damage caused by fire, wind or other casualty to the Property (“Casualty”).

7.1.2.   Any and all Net Cash Proceeds (as defined in the Indenture) from Insurance Policies shall be treated in accordance with Section 4.13 of the Indenture and shall be

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released to the Trustor or applied to the discharge of the Secured Obligations as set forth in the Indenture.

7.1.3.   If the Trustor elects to apply Net Cash Proceeds of insurance to restoration, the Trustor agrees promptly and without delay (a) to enter into, and deliver to Beneficiary a certified copy of, one or more architect and building contracts providing for the restoration and reconstruction of the Property to as good or better condition as existed prior to the Casualty and (b) to begin to restore and reconstruct the Property and, thereafter, to proceed diligently therewith in accordance with plans, specifications, architectural standards and design reasonably determined by the Trustor.

7.1.4.   Notwithstanding anything to the contrary contained herein, in the event of any uninsured Casualty, the Trustor shall promptly within a reasonable time, at its own cost and expense, restore and reconstruct the Property to as good or better condition as existed prior to the Casualty.  The Trustor shall have the sole right to settle any and all losses and claims unless an Event of Default then exists.

Section  7.2.  Condemnation.   The Trustor, immediately upon obtaining knowledge of the institution of any proceedings for the condemnation of the entire Property or any material portion thereof, shall notify Trustee and Beneficiary of the pendency of such proceedings.  Trustee and Beneficiary may participate in any such proceedings and the Trustor from time to time shall deliver to Beneficiary all instruments requested by Beneficiary to permit such participation; provided, however, that the Trustor shall have the sole right to participate in and settle any and all such proceedings unless an Event of Default then exists.  In any such condemnation proceedings Beneficiary may be represented by counsel selected by Beneficiary at the sole cost and expense of the Trustor.  The Trustor shall cause the Net Cash Proceeds of any award or compensation or payment in lieu or settlement thereof, to be applied as set forth in Section 4.13 of the Indenture.

ARTICLE  8.

REMEDIES OF BENEFICIARY

Section  8.1.  Event of Default.  Subject to any applicable cure period provided for in the Indenture or in this Deed of Trust, or if no cure period has been specified then thirty (30) days after Beneficiary has provided written notice to the Trustor with respect thereto (any such cure periods to run concurrently and not consecutively), any of the following shall be deemed to be an “Event of Default” hereunder:

8.1.1.   The occurrence of one or more “Events of Default” (as defined in Section 6.1 of the Indenture) shall constitute an Event of Default under this Deed of Trust.

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8.1.2.    Failure of the Trustor to perform any of the terms, covenants and conditions in this Deed of Trust or any of the other Indenture Documents.

8.1.3.   Any statement, representation or warranty given by the Trustor to Trustee or Beneficiary in any of the Indenture Documents, in connection with the Indenture or in any other document provided by the Trustor, including this Deed of Trust, is found to be materially false or misleading.

8.1.4.   A material default under, or the institution of foreclosure or other proceedings to enforce, any Lien or Permitted Lien of any kind upon the Property or any portion thereof.

8.1.5.   Any transfer of the Property or any portion thereof in violation of Section 6.2 hereof.

8.1.6.   Failure of the Trustor to perform any material obligation under the Ground Lease, if such failure has not been cured within any applicable cure period set forth in such Ground Lease.

Section  8.2.  Remedies. At any time after an Event of Default, subject to any restrictions contained in the Intercreditor Agreement, Beneficiary may:

8.2.1.   In person, by agent, or by a receiver, and without regard to the adequacy of security, the solvency of the Trustor or any other matter, (i) enter upon and take possession of the Property, or any part thereof, in its own name or in the name of Trustee, (ii) inspect the Property for the purpose of determining the existence, location, nature and magnitude of any past or present release of Hazardous Materials into, onto, beneath or from the Property, (iii) negotiate with Governmental Authorities with respect to compliance with Environmental Requirements and remedial measures, (iv) take any action necessary to ensure compliance with Environmental Requirements, including, but not limited to, spending Rents in connection with any cleanup, remediation or other response action with respect to Hazardous Materials or (v) sue for or otherwise collect the Rents, issues and profits thereof and apply the same, less costs and expenses of operation and collection, including reasonable attorneys’ fees and expenses actually incurred, to the Secured Obligations, all in such order as Beneficiary may determine. The entering upon and taking possession of said Property, the collection of such Rents, issues and profits and the application thereof as aforesaid shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice, or deprive Beneficiary of the benefits of any indemnity set forth herein;

8.2.2.   Commence an action to foreclose this Deed of Trust in the manner provided by Applicable Laws for the foreclosure of mortgages or deeds of trust of real property;

8.2.3.   Seek a judgment that the Trustor has breached its covenants, representations and/or warranties set forth in this Deed of Trust or any other Indenture Document regarding Environmental Requirements and/or Hazardous Materials, by commencing,

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maintaining and concluding, and enforcing a judgment arising from, an action for breach of contract, without regard to whether Beneficiary has commenced an action to foreclose this Deed of Trust, and to seek injunctive or other appropriate equitable relief and/or the recovery of any and all Environmental Damages, it being conclusively presumed between the Trustor and Beneficiary that any reasonable costs advanced or expenses actually incurred by Beneficiary relating to the cleanup, remediation or other response action with respect to the Property were made or incurred by Beneficiary in good faith.

8.2.4.   Deliver to Trustee a written declaration of default and demand for sale, and a written notice of default and election to cause the Property to be sold, which notice Trustee or Beneficiary shall cause to be duly filed for record;

8.2.5.   If the Secured Obligations become or are declared immediately due and payable pursuant to Section 6.2 of the Indenture and the Trustor fails to make such payment as and when due, then Beneficiary may waive its Liens against any parcel of the Property or all or any portion of the Fixtures or Personalty attached to the Property, to the extent such property is determined to be environmentally impaired, and to exercise any and all rights of an unsecured creditor against the Trustor and all of Trustor’s assets for the recovery of any deficiency, including, but not limited to, seeking an attachment order. THE TRUSTOR ACKNOWLEDGES AND AGREES THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXPRESS OR IMPLIED, IN THIS DEED OF TRUST OR IN ANY OF THE OTHER INDENTURE DOCUMENTS (INCLUDING, WITHOUT LIMITATION, ANY NONRECOURSE OR EXCULPATORY LANGUAGE, IF ANY), THE TRUSTOR SHALL BE PERSONALLY LIABLE FOR ANY RECOVERY DESCRIBED IN THIS PARAGRAPH 8.2.5. AND SUCH LIABILITY SHALL NOT BE LIMITED TO THE AMOUNT OF THE NOTES;

8.2.6.   With respect to any Personalty, proceed as to both the real and personal property in accordance with Beneficiary’s rights and remedies in respect of the Property, or proceed to sell said Personalty separately and without regard to the Property in accordance with Beneficiary’s rights and remedies; and/or

8.2.7.   Pursue any and all other remedies it may have, at law or in equity, or under any other document or instrument, except as otherwise provided in the Indenture.

Section  8.3.  Power of Sale. Should Beneficiary elect to foreclose by exercise of the power of sale herein contained, Beneficiary shall notify Trustee and shall deposit with Trustee this Deed of Trust and such receipts and evidence of expenditures made and secured hereby as Trustee may require.

8.3.1.   Upon receipt of such notice from Beneficiary, Trustee shall cause to be recorded, published and delivered to the Trustor notices of default and sale to be given in accordance with the provisions of Applicable Laws, including ARS Section 33-702.  Trustee shall, without demand on the Trustor, after lapse of such time as may then be required by Applicable Laws and after recordation of such notice of default and after notice of sale having been given as required by law, sell the Trust Estate at the time and place of sale fixed by it in said notice of sale, either as a whole, or in separate lots or parcels or items as Trustee shall deem

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expedient, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States payable at the time of sale.  Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any Person, including, without limitation, the Trustor or Beneficiary, may purchase at such sale and the Trustor hereby covenants to warrant and defend the title of such purchaser or purchasers against the claims of all Persons claiming by, through or under the Trustor. If allowed by law, Beneficiary, if it is the purchaser, may apply the amount of the Secured Obligations then due and payable toward payment of the purchase price. The Trustor hereby waives its right, if any, to require that the Property be sold as separate tracts or units in the event of foreclosure.

8.3.2.   Trustee, upon such sale, shall make (without any covenant or warranty, express or implied), execute and, after due payment made, deliver to purchaser or purchasers, or his or their heirs or assigns, a deed or deeds, or other record or records of interest, as the case may be, in and to the Property so sold that shall convey to the purchaser all the title and interest of the Trustor in the Property (or the portion thereof sold), and after deducting all costs, fees and expenses of Trustee and of this Deed of Trust, including costs of evidence of title in connection with sale, shall apply the proceeds of sale to payment of (i) all sums expended under the terms hereof, not then repaid, with accrued interest at the Defaulted Interest rate and (ii) all other sums then secured hereby and the remainder, if any, to the Person or Persons legally entitled thereto.

8.3.3.   Trustee may postpone sale of all or any portion of the Trust Estate by public announcement at such time and place of sale, or as otherwise permitted by Applicable Laws, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement or subsequently noticed sale, and without further notice make such sale at the time fixed by the last postponement, or may, in its discretion, give a new notice of sale. Beneficiary may rescind any notice of default at any time before Trustee’s sale by executing a notice of rescission and recording the same. The recordation of such notice of rescission shall constitute a cancellation of any prior declaration of default and demand for sale. The exercise by Beneficiary of the right of rescission shall not constitute a waiver of any default then existing or subsequently occurring, or impair the right of Beneficiary to execute other declarations of default and demand for sale, or notices of default and of election to cause the Property to be sold nor otherwise affect the Indenture Documents or this Deed of Trust, or any of the rights, obligations or remedies of Beneficiary or Trustee hereunder.

Section  8.4.  Proof of Default. In the event of a sale of the Property, or any part thereof, and the execution of a deed or deeds therefor, the recital therein of default, and of recording notice of breach and election of sale, and of the elapsing of the required time (if any) between the foregoing recording and the following notice, and of the giving of notice of sale, and of a demand by Beneficiary, or its successors or assigns, that such sale should be made, shall be conclusive proof of such default, recording, election, elapsing of time, and of the due giving of such notice, and that the sale was regularly and validly made on due and proper demand by Beneficiary, its successors or assigns; and any such deed or deeds with such recitals therein shall be effectual and conclusive against Trustor, its successors and assigns, and all other Persons; and

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the receipt for the purchase money recited or contained in any deed executed to the purchaser as aforesaid shall be sufficient discharge to such purchaser from all obligations to see to the proper application of the purchase money.

Section  8.5.   Protection of Security. If an Event of Default shall have occurred and be continuing, then upon at least fifteen (15) days prior written notice to the Trustor and without releasing the Trustor from any obligations or defaults hereunder, Beneficiary or Trustee shall have the right, but not the obligation, to: (i) make payment or otherwise perform such obligations of the Trustor upon which such Event of Default is based in such manner and to such extent as either may reasonably deem necessary to protect the security hereof, Beneficiary and Trustee being authorized to enter upon the Property for such purpose; (ii) appear in and defend any action or proceeding purporting to affect, in any manner whatsoever, the Secured Obligations, the security hereof or the rights or powers of Beneficiary or Trustee; (iii) pay, purchase or compromise any encumbrance, charge or Lien (other than Permitted Liens); (iv) advance any and all costs and expenses reasonably necessary to cure or pay Environmental Damages or otherwise to comply with Environmental Requirements; and (v) in exercising any such powers, pay necessary expenses, employ counsel and pay attorneys’ fees and expenses. The Trustor hereby agrees to repay within thirty (30) days after receipt of written demand all sums actually expended by Trustee or Beneficiary pursuant to this Section 8.5. with interest at the Defaulted Interest rate from the date of expenditure by Beneficiary, and such sums, with interest, shall be secured hereby.

Section  8.6.  Receiver. If an Event of Default shall have occurred and be continuing, Beneficiary, as a matter of strict right and without regard to the then value of the Property, shall have the right to apply to any court having jurisdiction to appoint a Receiver or Receivers of the Property. Any such Receiver or Receivers shall have all the powers and duties of receivers under Applicable Laws in like or similar cases and all the powers and duties of Beneficiary in case of entry as provided in this Deed of Trust, and shall continue as such and exercise all such powers until the date of confirmation of sale, unless such receivership is sooner terminated.

Section  8.7.  Curing of Defaults.

8.7.1.    If the Trustor shall at any time fail to perform or comply with any of the terms, covenants and conditions required on the Trustor’s part to be performed and complied with under this Deed of Trust or any other Indenture Document relating to the Trust Estate (after the lapse of any cure period provided therein), then Beneficiary shall have the right, but not the obligation, without waiving or releasing any of the Secured Obligations, to:

8.7.1.1.  make any payments thereunder payable by the Trustor and take out, pay for and maintain any of the insurance policies provided for therein, and/or

8.7.1.2.  after the expiration of any applicable grace period and subject to the Trustor’s rights to contest certain obligations specifically granted hereby, perform any such

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other acts thereunder on the part of the Trustor to be performed and enter upon the Property and incur reasonable attorneys’ fees and expenses for such purpose.

8.7.2.   The making by Beneficiary of such payment out of Beneficiary’s own funds shall not, however, be deemed to cure such default by the Trustor, and the same shall not be so cured unless and until the Trustor shall have reimbursed Beneficiary within the applicable cure period for such payment including interest at the Defaulted Interest rate from the date of such expenditure. All sums so paid and all reasonable costs and expenses actually incurred and paid by Beneficiary in connection with the performance of any such act, together with interest on unpaid balances thereof at the Defaulted Interest rate from the respective dates of Beneficiary’s making of each such payment, shall be secured by the Lien of this Deed of Trust, prior to any right, title or interest in or claim upon the Property attaching or accruing subsequent to the Lien of this Deed of Trust, and shall be payable by the Trustor to Beneficiary within thirty (30) days after receipt of written demand.

Section  8.8.  Remedies Cumulative. All remedies of Beneficiary provided for herein are cumulative and shall be in addition to any and all other rights and remedies provided in the other Indenture Documents or provided by Applicable Law, including any banker’s Lien and right of offset. The exercise of any right or remedy by Beneficiary hereunder shall not in any way constitute a cure or waiver of default hereunder or under the Indenture Documents, or invalidate any act done pursuant to any notice of default, or prejudice Beneficiary in the exercise of any of its rights hereunder or under the Indenture Documents unless, in the exercise of said rights, all Secured Obligations are fully discharged.

ARTICLE  9.

SECURITY AGREEMENT AND FIXTURE FILING

Section  9.1.  Grant of Security Interest.  To secure the payment and performance of the Secured Obligations as and when due, the Trustor (as debtor) hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as secured party), as agent and representative for the equal and ratable benefit of Trustee and the Holders, security interests (collectively, the “Security Interest”) in, all right, title, claim, estate and interest in and to all Personalty and Fixtures, other than Excluded Assets, whether now owned and existing or hereafter acquired or arising, and wherever located, including, without limitation, the following but expressly excluding in each case any Excluded Assets:

9.1.1.   Any and all “chattel paper” as such term is defined in Section 9-102(11) of the UCC (the “Chattel Paper”);

9.1.2.    Any and all “accounts” as such term is defined in Section 9-102(2) of the UCC (the “Accounts”);

9.1.3.    Any and all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor,

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including without limitation all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with (a) any collateral assigned, hypothecated or held to secure any of the foregoing and the rights under any security agreement granting a security interest in such collateral, (b) all goods, the sale of which gave rise to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller’s rights, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing and (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith.  Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificates of deposit and other writings that evidence a right to the payment of money by any other Person (“Receivables”).

9.1.4.   Any and (a) all original copies of all documents, instruments or other writings evidencing the Receivables, (b) all books, correspondence, credit or other files, records, ledger sheets or cards, invoices, and other papers relating to Receivables, including without limitation all tapes, cards, computer tapes, computer discs, computer runs, record keeping systems and other papers and documents relating to the Receivables, whether in the possession or under the control of the Trustor or any computer bureau or agent from time to time acting for the Trustor or otherwise and (c) all credit information, reports and memoranda relating thereto (“Receivables Records”);

9.1.5.   Any and all rights to payment:

9.1.5.1.  to the extent not included in Accounts, Receivables or Chattel Paper, receivable from any credit card company (such as Visa, MasterCard, American Express and Diner’s Club), whether arising out of or relating to the sale of lodging, goods and services by the Trustor or otherwise; and

9.1.5.2.  of money not listed above and any and all rights, titles, interests, securities, Liens and guaranties evidencing, securing, guaranteeing payment of or in any way relating to any Receivables;

9.1.6.    “Inventory” as such term is defined in Section 9-102(48) of the UCC, including without limitation and in any event, all goods (whether such goods are in the possession of the Trustor or a lessee, bailee or other Person for sale, lease, storage, transit, processing, use or otherwise and whether consisting of whole goods, spare parts, components, supplies, materials or consigned or returned or repossessed goods) which are held for sale or lease or are to be furnished (or which have been furnished) under any contract of service or which are raw materials or work in progress or materials used or consumed in the Trustor’s business (“Inventory”);

9.1.7.   Any and all equipment “equipment” as such term is defined in Section 9-102(33) of the UCC, including, without limitation (“Equipment”):

9.1.7.1.  machinery, machine tools, manufacturing equipment, data processing equipment, computers, office equipment, furniture, appliances, rolling stock, motors,

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pumps, controls, tools, parts, works of art, furnishings and trade fixtures, all athletic equipment and supplies and all molds, dies, drawings, blueprints, reports, catalogs and computer programs related to any of the above,

9.1.7.2.  ships, boats, barges and vessels (whether under construction or completed) and any and all masts, bowsprits, boilers, engines, sails, fittings, anchors, cables, chains, riggings, tackle, apparel, capstans, outfits, gears, appliances, fittings and spare and replacement parts and other appurtenances, accessories and additions, improvements and replacements thereto, whether on board or not on board, in or to any ship, boat, barge or vessel,

9.1.7.3.  slot machines, electronic gaming devices and related equipment, crap tables, blackjack tables, roulette tables, baccarat tables, keno apparatus, cards, dice, gaming chips and plaques, tokens, chip racks, dealing shoes, dice cups, dice sticks, layouts, paddles, roulette balls and other supplies and items used in connection with gaming operations, and

9.1.7.4.  stones, wood, steel and other materials used or to be used in the building, construction, repair, renovation, refurbishment or otherwise with respect to improvements or ships, boats, barges or vessels.

9.1.8.   Any and all “fixtures” as such term is defined in Section 9-102(41) of the UCC, including without limitation, machinery, equipment or appliances for generating, storing or distributing air, water, heat, electricity, light, fuel or refrigeration, for ventilating or sanitary purposes, elevators, safes, laundry, kitchen and athletic equipment, trade fixtures, and telephone, television and other communications equipment (the “Fixtures”);

9.1.9.   Any and all “documents” as such term is defined in Section 9-102(30) of the UCC (the “Documents”);

9.1.10.    Any and all “general intangibles” as such term is defined in Section 9-102(42) of the UCC (together with any property listed under Section 9.1.4. relating thereto, the “General Intangibles”), including, without limitation and in any event, rights to the following:  payment of money, Trademarks, Copyrights, Patents, Contracts, licenses and franchises, limited and general partnership interests and joint venture interests, federal income tax refunds, trade names, distributions on certificated securities (as defined in Section 8-102(a)(4) of the UCC) and uncertificated securities (as defined in Section 8-102(a)(18) of the UCC), computer programs and other computer software, inventions, designs, trade secrets, goodwill, proprietary rights, customer lists, Player Tracking Systems, supplier contracts, sale orders, correspondence, advertising materials, payments due in connection with any requisition, confiscation, condemnation, seizure or forfeiture of any property, reversionary interests in pension and profit-sharing plans and reversionary, beneficial and residual interests in trusts, credits with and other claims against any Person, together with any collateral for any of the foregoing and the rights under any security agreement granting a security interest in such collateral;

9.1.11.    The account (which may be a securities account) established and maintained pursuant to Section 5.5 of the Senior Secured Note Security Agreement by

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Beneficiary, The Bank of New York Trust Company, N.A., as collateral agent, secured party, and all funds, securities and other property or other items from time to time credited to such account and all interest, income and distributions thereon (“Collateral Account”);

9.1.12.   Any and all (i) Pledged Capital Stock (as defined in the Senior Secured Note Security Agreement), (ii) Distributions on pledged securities (as constituted immediately prior to such Distribution) constituting securities (whether debt or equity securities or otherwise), (iii) other or additional stock, notes, securities or property paid or distributed in respect of pledged securities (as constituted immediately prior to such payment or distribution) by way of stock-split, spin-off, split-up, reclassification, combination of shares or similar rearrangement and (iv) other or additional stock, notes, securities or property (including cash) that may be paid in respect of pledged securities (as constituted immediately prior to such payment) by reason of any consolidation, merger, exchange of stock, conveyance of assets, liquidation, bankruptcy or similar corporate reorganization or other disposition of pledged securities (“Pledged Securities”);

9.1.13.   Any and all dividends, distributions, payments of interest and principal and other amounts (whether consisting of cash, securities, personalty or other property) from time to time received, receivable or otherwise distributed in respect of or in exchange or substitution for any of the Pledged Securities (“Distributions”);

9.1.14.    Any and all “instruments” as such term is defined in Section 9-102(47) of the UCC (“Instruments”);

9.1.15.   The Copyrights, the Patents, the Trademarks, the Trade Secrets and Intellectual Property, all as defined in the Senior Secured Note Security Agreement (“Intellectual Property Collateral”);

9.1.16.    Any and all contracts between the Trustor and one or more additional parties (“Contracts”);

9.1.17.    Any and all interest rate or currency protection or hedging arrangements, including without limitation, caps, collars, floors, forwards and any other similar or dissimilar interest rate or currency exchange agreements or other interest rate or currency hedging arrangements (“Hedging Agreements”);

9.1.18.    Any and all motor vehicles, tractors, trailers and other like property, if title thereto is governed by a certificate of title ownership (“Motor Vehicles”);

9.1.19.    Any and all books, records, computer software, computer printouts, customer lists, blueprints, technical specifications, manuals, and similar items which relate to any Personalty or Fixtures other than such items obtained under license or franchise agreements that prohibit assignment or disclosure of such items (“Books and Records”);

9.1.20.   Any and all other “Collateral” (as such term is defined in the Senior Secured Note Security Agreement);

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9.1.21.   Any and all accessions, appurtenances, components, repairs, repair parts, spare parts, renewals, improvements, replacements, substitutions and additions to, of or with respect to any of the foregoing;

9.1.22.   Any and all rights, remedies, powers and privileges of the Trustor with respect to any of the foregoing; and

9.1.23.   Any and all proceeds and products of any of the foregoing, whether now held and existing or hereafter acquired or arising, including all rents, issues, income and profits of or from any of the foregoing (collectively, the “Proceeds”).  “Proceeds” shall include (i) whatever is now or hereafter received by the Trustor upon the sale, exchange, collection, other disposition or operation of any item of Personalty, whether such proceeds constitute accounts, general intangibles, instruments, securities, documents, letters of credit, chattel paper, deposit accounts, money, goods or other personal property, (ii) any amounts now or hereafter payable under any insurance policy by reason of any loss of or damage to any Personalty or the business of the Trustor, (iii) all rights to payment and payments for hotel room occupancy (and related reservations) and the sale of services or products in connection therewith, (iv) the right to further transfer, including by pledge, mortgage, license, assignment or sale, any of the foregoing, and (v) any items that are now or hereafter acquired by the Trustor with any of the foregoing, provided that “Proceeds” shall not include any Proceeds that are of a type of asset that would constitute an Excluded Asset.

Section  9.2.   Remedies, etc.  This Deed of Trust constitutes a security agreement with respect to the Personalty, in which Beneficiary is granted a security interest hereunder, and Beneficiary shall have all of the rights and remedies of a secured party under the Applicable UCC and the other Indenture Documents as well as all other rights and remedies available at law or in equity.  Upon the occurrence and during the continuance of any Event of Default hereunder, Beneficiary shall have (i) the right to cause any of the Personalty which is personal property to be sold at any one or more public or private sales as permitted by Applicable Laws and apply the proceed thereof to the Secured Obligations, (ii) the right to collect and apply to the Secured Obligations any Personalty which is cash, Notes Receivable, other rights to payment or Chattel Paper, and (iii) all other rights and remedies, whether at law, in equity, or by statute as are available to secured creditors under Applicable Laws.  Any such disposition may be conducted by an employee or agent of Beneficiary or Trustee.  To the maximum extent permitted by Applicable Law, any Person, including any or both of the Trustor and Beneficiary, shall be eligible to purchase any part or all of such Personalty at any such disposition.  Beneficiary shall give the Trustor at least ten (10) days’ prior written notice of the time and place of any public sale or other disposition of such Personalty or of the time of or after which any private sale or any other intended disposition is to be made, and if such notice is sent to the Trustor in the manner provided for the mailing of notices herein, it is hereby deemed such notice shall be and is commercially reasonable notice to the Trustor.

Section  9.3.  Expenses.  Reasonable expenses actually incurred of retaking, holding, preparing for sale, selling or the like shall be borne by the Trustor and shall include

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Beneficiary’s and Trustee’s reasonable attorneys’ fees, charges and disbursements (including, without limitation, any and all costs of appeal).

Section  9.4.  Fixture Filing.

9.4.1.   This Deed of Trust shall be effective as a Financing Statement filed as a fixture filing from the date of the recording hereof in accordance with ARS Section 33-801 and/or Section 33-702.  In connection therewith, the addresses of the Trustor as debtor (“Debtor”) and Beneficiary as secured party (“Secured Party”) are set forth on Schedule 9.4.1 hereto.  The address of Beneficiary, as the Secured Party, is also the address from which information concerning the security interest may be obtained by any interested party.

9.4.1.1.  The property subject to this fixture filing is described in Sections 9.1.7. and 9.1.8.

9.4.1.2.  Portions of the property subject to this fixture filing as identified in Section 9.4.1.1. above are or are to become fixtures related to the real estate described on Exhibit A and Exhibit B-2 to this Deed of Trust.

9.4.1.3.    Secured Party is: The Bank of New York Trust Company, N.A.

9.4.1.4.  Debtor is:  Oasis Recreational Properties, a Nevada corporation.

9.4.1.5.  The record owner or lessee of the Property is:  Oasis Recreational Properties, a Nevada corporation.

9.4.2.   In the event the Trustor shall fail, beyond any applicable notice and grace periods, to make any payment or perform any covenant related to any security interest in favor of any Person other than Beneficiary, Beneficiary may, at its option, within fifteen (15) days after notice to the Trustor or if Beneficiary’s immediate action is reasonably necessary to protect the Lien hereof or its security for the Secured Obligations, at any time without prior notice to the Trustor, pay the amount secured by such security interest, and the amount so paid shall be (i) secured by this Deed of Trust and shall be a Lien on the Property enjoying the same priorities vis-a-vis the estates and interests encumbered hereby as this Deed of Trust, (ii) added to the amount of the Secured Obligations, and (iii) payable within thirty (30) days after receipt of written demand with interest at the Defaulted Interest rate from the time of such payment; or Beneficiary shall have the privilege of acquiring by assignment from the holder of such security interest any and all contract rights, accounts receivable, chattel paper, negotiable or non-negotiable instruments and other evidence of the Trustor’s indebtedness secured by such fixtures, and, upon acquiring such interest by assignment, shall have the right to enforce the security interest as assignee thereof, in accordance with the terms and provisions of the Applicable UCC, as amended or supplemented, and in accordance with other Applicable Laws.

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ARTICLE  10.

ASSIGNMENT OF RENTS

Section  10.1.  Assignment of Rents.  Subject to Section 10.2 and to Applicable Gaming Laws, as of the execution of this Deed of Trust, the Trustor hereby absolutely and unconditionally assigns and transfers to Beneficiary all of the Rents, whether now due, past due or to become due, and hereby gives to and confers upon Beneficiary the right, power and authority to collect such Rents and apply the same to the Secured Obligations secured hereby.  The Trustor irrevocably appoints Beneficiary its true and lawful attorney, at the option of Beneficiary at any time while an Event of Default exists, to demand, receive and enforce payment, to give receipts, releases and satisfactions, and to sue, either in the name of the Trustor or in the name of Beneficiary, for all such Rents and apply the same to the Secured Obligations secured hereby.  It is hereby recognized that the power of attorney herein granted is coupled with an interest and shall not be revocable. It is understood and agreed that neither the foregoing assignment of Rents to Beneficiary nor the exercise by Beneficiary or any of its rights or remedies under this Deed of Trust shall be deemed to make Beneficiary a “mortgagee-in-possession” or otherwise responsible or liable in any manner with respect to the Property or the use, occupancy, enjoyment or operation of all or any portion thereof, unless and until Beneficiary, in person or by its own agent, assumes actual possession thereof, nor shall appointment of a Receiver for the Property by any court at the request of Beneficiary or by agreement with the Trustor or the entering into possession of the Property or any part thereof by such Receiver be deemed to make Beneficiary a “mortgagee-in-possession” or otherwise responsible or liable in any manner with respect to the Property or the use, occupancy, enjoyment or operation of all or any portion thereof.

Section  10.2.  Collection of Rents.  Notwithstanding anything to the contrary contained herein, so long as no Event of Default shall occur and be continuing, the Trustor shall have a license, revocable upon the occurrence and during the continuance of an Event of Default, to collect all Rents from the Property and to retain, use and enjoy the same and to otherwise exercise all rights with respect thereto, subject to the terms hereof.  Upon the occurrence and during the continuance of an Event of Default, the license hereinabove granted to the Trustor shall, without the requirement of the giving of notice or taking of any action by any party, be revoked, and Beneficiary shall have the complete right and authority to exercise and enforce any and all of its rights and remedies provided herein or by Applicable Laws.

ARTICLE  11.

ENVIRONMENTAL MATTERS

Section  11.1.  Representations and Warranties.  In the ordinary course of business, the Trustor conducts a periodic review of the effect of Environmental Requirements on its business, operations and properties in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating

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expenditures required for cleanup, closure of properties or compliance with Environmental Requirements or any Permit, any related constraints on operating activities and any potential liabilities to third parties).  On the basis of such review, the Trustor has reasonably concluded that such associated costs and liabilities could not reasonably be expected, singly or in the aggregate, to have a Material Adverse Effect.  Except as disclosed in the Offering Circular or as otherwise could not, singly or in the aggregate, have a Material Adverse Effect:

11.1.1.   The Trustor (i) has obtained all Permits that are required with respect to the operation of its business, property and assets under the Environmental Requirements and is in compliance with all terms and conditions of such required Permits, and (ii) is in compliance with all Environmental Requirements (including, without limitation, compliance with standards, schedules and timetables therein);

11.1.2.   No portion of the Trust Estate is listed or proposed for listing on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both promulgated under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or on any other state or local list established pursuant to any Environmental Requirement, and the Trustor has not received any notification of potential or actual liability or request for information under CERCLA or any comparable state or local law;

11.1.3.   No underground storage tank or other underground storage receptacle, or related piping, is located on the Land in violation of any Environmental Requirement;

11.1.4.   There have been no releases (i.e., any past or present releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing or dumping, on-site or, to the best knowledge of the Trustor after due inquiry, off-site) of Hazardous Materials by the Trustor or any predecessor in interest or any person or entity whose liability for any release of Hazardous Materials, the Trustor has retained or assumed either contractually or by operation of law at, on, under, from or into any facility or real property owned, operated, leased, managed or controlled by any such person;

11.1.5.   The Trustor nor any person or entity whose liability the Trustor has retained or assumed either contractually or by operation of law has any liability, absolute or contingent, under any Environmental Requirement, and there is no proceeding pending or threatened against any of them under any Environmental Requirement; and

11.1.6.   There are no events, activities, practices, incidents or actions or conditions, circumstances or plans that may interfere with or prevent compliance by the Trustor with any Environmental Requirement, or that may give rise to any liability under any Environmental Requirements.

11.1.7.   The above representations and warranties contained in this Section 11.1 shall survive the termination, release and/or reconveyance of this Deed of Trust and the discharge of the Trustor’s other obligations hereunder.

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Section  11.2.  Environmental Covenants.  The Trustor shall at all times comply with the following requirements:

11.2.1.   The Trustor shall not cause or permit any material amount of Hazardous Material to be brought upon, treated, kept, stored, disposed of, discharged, released, produced, manufactured, generated, refined or used upon, within or beneath the Property or any portion thereof by the Trustor, its agents, employees, contractors, or invitees, or any other Person, except in compliance with all Environmental Requirements and only in the course of such Person’s legitimate business operations at the Property (which shall not include any business primarily for treatment, storage, disposal, discharge, release, production, manufacture, generation, refinement or use of Hazardous Materials).

11.2.2.   The Trustor shall not cause or permit the existence or the commission by Trustor, its agents, employees, contractors or invitees, or by any other Person of a material violation of any Environmental Requirements upon, within or beneath the Property or any portion thereof.

11.2.3.   The Trustor shall not dispose of, discharge or release or cause or permit the disposal, discharge or release of any material amount of Hazardous Materials from the Property into any Public Waters in material violation of any Environmental Requirements.

11.2.4.   The Trustor shall not create or suffer to exist with respect to the Property or permit any of its agents to create or suffer to exist any environmental Lien, security interest or other charge or encumbrance of any kind (other than a Permitted Lien), including, without limitation, any Lien imposed pursuant to Section 107(f) of the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C. Section 9607(1)) or any similar state statute.

11.2.5.   The Trustor shall, at its sole cost and expense, promptly take any and all actions required by any federal, state or local governmental agency or political subdivision or reasonably necessary (as hereinafter provided) to mitigate Environmental Damages, which requirements or necessity arise from the presence upon, about or beneath the Property, of a material amount of Hazardous Material or a material violation of Environmental Requirements or the disposal, discharge or release of a material amount of Hazardous Materials from the Property into the Public Waters.  Such actions shall include, but not be limited to, the investigation of the environmental condition of the Property, the preparation of any feasibility studies, reports or remedial plans, and the performance of any cleanup, remediation, containment, operation, maintenance, monitoring or restoration work, whether on or off of the Property (provided that the Trustor shall be obligated to take actions off of the Property only if the Trustor shall have the legal right to do so and shall be expressly required to do so by Environmental Requirements).  The Trustor shall take all actions as are reasonably necessary to restore the Property or the Public Waters to substantiality the condition existing prior to the introduction of Hazardous Material by the Trustor upon, about or beneath the Property, notwithstanding any lesser standard of remediation allowable under Applicable Laws or governmental policies, but recognizing the economic impracticability of remediating to a level where Hazardous Materials are no longer

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detectable.  The Trustor shall proceed continuously and diligently with such investigatory and remedial actions, provided that in all cases such actions shall be in accordance with Applicable Laws.  Any such actions shall be performed in a good, safe and workmanlike manner and shall minimize any impact on the business conducted at the Property.  The Trustor shall pay all costs in connection with such investigatory and remedial activities, including, but not limited to, all power and utility costs, and any and all taxes or fees that may be applicable to such activities.  The Trustor shall promptly provide to Beneficiary copies of testing results and reports that are generated in connection with the above activities.  Promptly upon completion of such investigation and remediation, the Trustor shall permanently seal or cap all monitoring wells and test holes to industrial standards in compliance with Applicable Laws and regulations, remove all associated equipment, and restore the Property to the extent reasonably possible, which shall include, without limitation, the repair of any surface damage, including paving, caused by such investigation or remediation hereunder.

11.2.6.   If the Trustor shall become aware of or receive notice or other communication concerning any actual, alleged, suspected or threatened violation of Environmental Requirements, or liability of the Trustor for Environmental Damages in connection with the Property or past or present activities of any Person thereon, including, but not limited to, notice or other communication concerning any actual or threatened investigation, inquiry, lawsuit, claim, citation, directive, summons, proceedings, complaint, notice, order, writ or injunction, relating to same, then the Trustor shall deliver to Beneficiary, within fifteen (15) days of the receipt of such notice or communication by the Trustor, a written description of said violation, liability, or actual or threatened event or condition, together with copies of any documents evidencing same.  Receipt of such notice shall not be deemed to create any obligation on the part of Beneficiary to defend or otherwise respond to any such notification.

11.2.7.   The Trustor agrees to indemnify, reimburse, defend, exonerate, pay and hold harmless Beneficiary, its successors and assigns, the Holders, and their respective directors, officers, shareholders, employees, agents, contractors, subcontractors, experts, licensees, affiliates, lessees, trustees, and invitees (collectively, the “Indemnitees”) from and against any and all Environmental Damages arising from the discharge, disposal or release of Hazardous Materials from the Property into the Public Waters or from the presence of Hazardous Materials upon, about or beneath the Property or migrating to or from the Property, or arising in any manner whatsoever out of the violation of any Environmental Requirements pertaining to the Property and the activities thereon, whether foreseeable or unforeseeable, and regardless of when such Environmental Damages occurred, except to the extent directly caused by conduct (other than inaction) on the part of such Indemnitee with respect to the Property or any such Indemnitee’s grossly negligent or wi1lful inaction or other conduct.  The indemnity obligations of the Trustor contained in this Section 11.2.7. shall survive the termination, release and/or reconveyance of this Deed of Trust and the discharge of the Trustor’s other obligations hereunder.

11.2.8.   Except for the last sentence of Section 4.5, and except for Sections 4.6, 4.7, 4.15 and 8.5, the other covenants of this Deed of Trust shall not apply to the subject matter of this Article 11.

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ARTICLE  12.

MISCELLANEOUS

Section  12.1.  Beneficiary’s Expenses, Including Attorney’s Fees.  Regardless of the occurrence of a Default or Event of Default, the Trustor agrees to promptly pay to Beneficiary any and all advances, charges, costs and expenses, including the reasonable fees and expenses of counsel and any experts or agents, that Beneficiary may reasonably incur in connection with (i) the administration of this Deed of Trust, including any amendment or any workout or restructuring, (ii) the creation, perfection or continuation of the Lien of this Deed of Trust or protection of its priority or the Trust Estate, including the discharging of any prior or junior Lien or adverse claim against the Trust Estate or any part thereof that is not permitted hereby or by the Indenture, (iii) the custody, preservation or sale of, collection from, or other realization upon, any of the Trust Estate, (iv) the exercise or enforcement of any of the rights, powers or remedies of Beneficiary under this Deed of Trust or under Applicable Laws (including attorneys’ fees and expenses incurred by Beneficiary in connection with the operation, maintenance or foreclosure of the Lien of this Deed of Trust) or any bankruptcy proceeding or (v) the failure by the Trustor to perform or observe any of the provisions hereof.  All such amounts and all other amounts payable hereunder shall be payable on demand, together with interest at the Defaulted Interest rate.

Section  12.2.  Indemnity.  The Trustor hereby agrees to indemnify and hold harmless the Indemnitees against (A) any and all transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Deed of Trust and the other Indenture Documents, and (B) any and all claims, actions, liabilities, costs and expenses of any kind or nature whatsoever (including fees and disbursements of counsel) that may be imposed on, incurred by, or asserted against any of them, in any way relating to or arising out of this Deed of Trust or any action taken or omitted by them hereunder, except to the extent that they resulted from the gross negligence or willful misconduct of any such Indemnitee.

Section  12.3.  Waivers; Modifications in Writing.  No amendment of any provision of this Deed of Trust (including a waiver thereof or consent relating thereto) shall be effective unless the same shall be in writing and signed by Beneficiary and Trustor. Any waiver or consent relating to any provision of this Deed of Trust shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Trustor in any case shall entitle the Trustor to any other or further notice or demand in similar circumstances, except as otherwise provided herein or as required by law.

Section  12.4.  Cumulative Remedies; Failure or Delay.  The rights and remedies provided for under this Deed of Trust are cumulative and are not exclusive of any rights and remedies that may be available to Beneficiary under Applicable Laws, the other Indenture Documents or otherwise.  No failure or delay on the part of Beneficiary in the exercise of any power, right or remedy under this Deed of Trust shall impair such power, right or remedy or shall

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operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude other or further exercise of such or any other power, right or remedy.

12.4.1.   Successors and Assigns.  This Deed of Trust shall be binding upon and, subject to the next sentence, inure to the benefit of the Trustor and Beneficiary and their respective successors and assigns.  The Trustor shall not assign or transfer any of its rights or obligations hereunder without the prior written consent of Beneficiary.  The benefits of this Deed of Trust shall pass automatically with any assignment of the Secured Obligations (or any portion thereof), to the extent of such assignment.

Section  12.5.  Independence of Covenants. All covenants under this Deed of Trust shall each be given independent effect so that, if a particular action or condition is not permitted by any such covenant, the fact that it would be permitted by another covenant or by an exception thereto shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

Section  12.6.  Change of Law.  In the event of the passage, after the date of this Deed of Trust, of any law changing in any way the laws now in force for the taxation of mortgages, deeds of trust, or debts secured by mortgage or deed of trust (other than laws imposing taxes on income), or the manner of the collection of any such taxes, so as to affect adversely the rights of Beneficiary under this Deed of Trust, then an Event of Default shall be deemed to have occurred under Section 6.1 of the Indenture; provided, however, that no Event of Default shall be deemed to have occurred (i) if the Trustor, within thirty (30) days after the passage of such law, shall assume the payment of any tax or other charge so imposed upon Beneficiary for the period remaining until discharge in full of the Secured Obligations; provided, however, that such assumption is permitted by Applicable Laws, (ii) if the adverse effect upon Beneficiary of such tax or other charge is not material, or (iii) if and so long as the Trustor, at its expense, shall contest the amount or validity or application of any such tax or other charge by appropriate legal proceedings promptly initiated and conducted in good faith and with due diligence; provided that (A) neither the Property nor any substantial part thereof will be in danger of being sold, forfeited, terminated, canceled, or lost as a result of such contest and (B) except in the case of a tax or charge junior to the Lien of this Deed of Trust, the Trustor shall have posted such bond or furnished such other security as may be required by law to release such tax or charge.

Section  12.7.  No Waiver.  No waiver by Beneficiary of any Default or breach by the Trustor hereunder shall be implied from any omission by Beneficiary to take action on account of such Default if such Default persists or is repeated, no express waiver shall affect any Default other than the Default in the waiver, and such waiver shall be operative only for the time and to the extent therein stated.  Waivers of any covenant, term or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition.  The consent or approval by Beneficiary to or of any act by the Trustor requiring further consent or approval shall not be deemed to waive or render unnecessary the consent or approval to or of any subsequent similar act.

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Section  12.8.  Notices.  All notices and other communications under this Deed of Trust shall be in writing and shall be personally delivered or sent by prepaid courier, by overnight, registered or certified mail (postage prepaid) or by confirmed telecopy, and shall be deemed given when received by the intended recipient thereof.  Unless otherwise specified in a notice given in accordance with the foregoing provisions of this Section 12.8, notices and other communications shall be given to the parties hereto at their respective addresses (or to their respective facsimile or telecopier numbers) indicated in Schedule 12.2 of the Indenture.

Section  12.9.  References to Foreclosure.  References hereto to “foreclosure”‘ and related phrases shall be deemed references to the appropriate procedure in connection with Trustee’s private power of sale, any judicial foreclosure proceeding, and any deed given in lieu of any such Trustee’s sale or judicial foreclosure.

Section  12.10.  Joinder of Foreclosure.  Should Beneficiary hold any other or additional security for the payment and performance of any Secured Obligations, its sale or foreclosure, upon any default in such payment or performance, in the sole discretion of Beneficiary, may be prior to, subsequent to, or joined or otherwise contemporaneous with any sale or foreclosure hereunder.  Except as otherwise provided in the Indenture, in addition to the rights herein specifically conferred, Beneficiary, at any time and from time to time, may exercise any right or remedy now or hereafter given by law to beneficiaries under deeds of trust generally, or to the holders of any obligations of the kind hereby secured.

Section  12.11.  Rights and Secured Obligations of Beneficiary and Trustee.  At any time or from time to time, without liability therefor and without notice, and without releasing or otherwise affecting the liability of any Person for payment of any Secured Obligations, Beneficiary at its sole discretion and only in writing may subordinate the Liens or either of them, or charge hereof to the extent not prohibited by the Indenture. Beneficiary and Trustee shall, however, promptly upon the Trustor’s request from time to time, join in the following actions (including the execution and delivery of documents) as the Trustor determines are reasonably necessary for the development, use and operation of the Trust Estate: (i) the making of any map or plat of the Property, (ii) the granting, creating, amending and modifying of any customary easements, covenants, conditions and restrictions with respect to the Property and (iii) the application for and prosecution of any development, building, use and similar permits and land use and utility approvals and installations regarding the Property; provided, however, that Beneficiary and Trustee shall not be required to join in or take any such action (a) while an Event of Default exists, (b) to the extent such action would impair the Liens of this Deed of Trust or the first priority thereof or (c) to the extent prohibited by the Indenture.  Any such request shall be accompanied by an Officers’ Certificate (as defined in the Indenture).  Upon written request of Beneficiary and surrender of this Deed of Trust to Trustee for cancellation, and upon payment to Trustee of its reasonable fees and expenses actually incurred, Trustee shall cancel and reconvey this Deed of Trust.

Section  12.12.  Copies.  The Trustor shall promptly give to Beneficiary copies of all notices of material violations relating to the Property that the Trustor receives from any Governmental Authority.

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Section  12.13.  Subordination. At the option of Beneficiary, this Deed of Trust shall become subject and subordinate in whole or in part (but not with respect to priority of entitlement to any insurance proceeds, damages, awards, or compensation resulting from damage to the Property or condemnation or exercise of power of eminent domain), to any and all contracts of sale and/or any and all leases of all or any part of the Property upon the execution by Beneficiary and recording thereof in the official records of Mohave County, Arizona of a unilateral declaration to that effect.  Beneficiary may require the issuance of such title insurance endorsements to the Title Policy in connection with any such subordination as Beneficiary, in its judgment, shall determine are appropriate, and the Trustor shall be obligated to pay any cost or expense incurred in connection with the issuance thereof.

Section  12.14.  Personalty Security Instruments.  The Trustor covenants and agrees that if Beneficiary at any time holds additional security for any Secured Obligations secured hereby, it may enforce the terms thereof or otherwise realize upon the same, at its option, either before or concurrently herewith or after a sale is made hereunder, and may apply the proceeds upon the Secured Obligations without affecting the status or of waiving any right to exhaust all or any other security, including the security hereunder, and without waiving any breach or Default or any right or power whether exercised hereunder or contained herein or in any such other security.

Section  12.15.  Suits to Protect Property.  The Trustor covenants and agrees to appear in and defend any action or proceeding the consequence of which, if successful, would be that the Liens, or any of them, of this Deed of Trust would not satisfy the requirements as to extent, perfection or priority set forth in the Indenture; and to pay all reasonable costs and expenses actually incurred by Trustee and Beneficiary, including cost of evidence of title and attorneys’ fees in a reasonable sum, in any such action or proceeding in which Beneficiary and/or Trustee may appear or be made a party.

Section  12.16.  Trustor’s Waiver of Rights.  The Trustor waives the benefit of all laws now existing or that hereafter may be enacted providing for (i) any appraisement before sale of any portion of the Trust Estate, and (ii) the benefit of all laws that may be hereafter enacted in any way extending the time for the enforcement of the Secured Obligations or creating or extending a period of redemption from any sale made in collecting said debt.  To the full extent the Trustor may do so, the Trustor agrees that the Trustor shall not at any time insist upon, plead, claim or take the benefit or advantage of any law now or hereafter in force providing for any appraisement, valuation, stay, extension or redemption, and the Trustor, for the Trustor, the Trustor’s heirs, devisees, representatives, successors and assigns, and for any and all Persons ever claiming any interest in the Trust Estate, to the extent permitted by law, hereby waives and releases all rights of redemption, valuation, appraisement, stay of execution, and marshaling in the event of foreclosure of the Liens hereby created.  If any law referred to in this Section 12.16 and now in force, of which the Trustor, the Trustor’s heirs, devisees, representatives, successors and assigns or other Person might take advantage despite this Section 12.16, shall hereafter be repealed or cease to be in force, such law shall not thereafter be deemed to preclude the application of this Section 12.17.  To the extent permitted by Applicable Laws, the Trustor expressly waives and relinquishes any and all rights and remedies which the Trustor may have or

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be able to assert by reason of the laws of the State of Arizona pertaining to the rights and remedies of sureties.

Section  12.17.  Charges for Statements.  The Trustor agrees to pay Beneficiary’s customary charge, to the maximum amount permitted by Applicable Laws, for any statement regarding the Secured Obligations requested by the Trustor or in its behalf.

Section  12.18.  Complete Agreement.  This Deed of Trust, together with the exhibits and schedules hereto, and the other Indenture Documents, is intended by the parties as a final expression of their agreement regarding the subject matter hereof and is intended as a complete and exclusive statement of the terms and conditions of such agreement.

Section  12.19.  Payments Set Aside.  Notwithstanding anything to the contrary herein contained, this Deed of Trust, the Secured Obligations and the Lien and Security Interest of this Deed of Trust shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any or all of the Secured Obligations is rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be restored or returned by Beneficiary in connection with any bankruptcy, reorganization or similar proceeding involving the Trustor, any other party liable with respect to the Secured Obligations or otherwise, if the proceeds of the Trust Estate are required to be returned by Beneficiary under any such circumstances, or if Beneficiary reasonably elects to return any such payment or proceeds or any part thereof in its discretion, all as though such payment had not been made or such proceeds not been received.  Without limiting the generality of the foregoing, if prior to any such rescission, invalidation, declaration, restoration or return, this Deed of Trust shall have been terminated, released and/or reconveyed and the Lien and Security Interest or any of the Trust Estate shall have been released or terminated in connection with such termination, release and/or reconveyance, this Deed of Trust and the Lien and Security Interest and such portion of the Trust Estate shall be reinstated in full force and effect, and such prior termination, release and/or reconveyance shall not diminish, discharge or otherwise affect the obligations of the Trustor in respect of the amount of the affected payment or application of proceeds, the Lien, the Security Interest or such portion of the Trust Estate.

Section  12.20.  Substitution. Beneficiary may at any time, without giving notice to the Trustor or the original or successor Trustee, and without regard to the willingness or inability of any original or successor Trustee to execute this trust, appoint another Person or succession of Persons to act as Trustee, and such appointee in the execution of this trust shall have all the powers vested in and obligations imposed upon Trustee.  Should Beneficiary be a corporation or unincorporated association, then any officer thereof may make such appointment.

Section  12.21.  Choice of Forum.

12.21.1.   Subject to Section 12.21.2 and Section 12.21.3, all actions or proceedings arising in connection with this Deed of Trust shall be tried and litigated in state or Federal courts located in the County of Mohave, State of Arizona, unless such actions or proceedings are required to be brought in another court to obtain subject matter jurisdiction over

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the matter in controversy.  THE TRUSTOR WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS, TO ASSERT THAT IT IS NOT SUBJECT TO THE JURISDICTION OF SUCH COURTS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 12.21.1.

12.21.2.   Nothing contained in this Section shall preclude Beneficiary from bringing any action or proceeding arising out of or relating to this Deed of Trust in any court not referred to in Section 12.21.1.  SERVICE OF PROCESS, SUFFICIENT FOR PERSONAL JURISDICTION IN ANY ACTION AGAINST THE TRUSTOR, MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ITS ADDRESS INDICATED IN SECTION 12.8 HEREOF.

12.21.3.   Notwithstanding Section 12.21.1, in the sole and absolute discretion of Beneficiary, all actions or proceedings relating to the Collateral referred to in Article 9 hereof, other than the Fixtures, which are the subject of the Senior Secured Note Security Agreement shall be governed by and construed in accordance with the laws of the state of New York, as applied to contracts made and performed within the state of New York.  The Trustor hereby irrevocably submits to the jurisdiction of any New York state court sitting in the Borough of Manhattan in the City of New York or any federal court sitting in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or relating to the subject of the Senior Secured Note Security Agreement, and irrevocably accepts for itself and in respect of its property, generally and unconditionally, jurisdiction of the aforesaid courts.  The Trustor irrevocably waives, to the fullest extent it may effectively do so under Applicable Law, trial by jury and any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  The Trustor irrevocably consents, to the fullest extent it may effectively do so under Applicable Law, to the service of process of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the Trustor at its said address, such service to become effective thirty (30) days after such mailing.  Nothing shall affect the right of Beneficiary to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Trustor in any other jurisdiction.

Section  12.22.  Regulatory Matters.  Whenever in this Deed of Trust a right is given to Beneficiary, which right is affected by Applicable Gaming Laws or the enforcement of which is subject to Applicable Gaming Laws, the enforcement of any such right shall be subject to Applicable Gaming Laws and approval, if so required, of the applicable Gaming Authorities.

Section  12.23.  Guarantor Waivers.  If and to the extent that the Trustor (for the purposes of this Section 12.23,  “Guarantor”) would be deemed or construed to be a guarantor or surety under applicable law with respect to its obligations hereunder, Guarantor hereby agrees as follows:

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12.23.1.   Guarantor expressly agrees that until each and every term, covenant and condition of this Deed of Trust is fully performed, Guarantor shall not be released by any act or event which, except for this provision of this Deed of Trust might be deemed a legal or equitable discharge or exoneration of a surety, or because of any waiver, extension, modification, forbearance or delay or other act or omission of Beneficiary or its failure to proceed promptly or otherwise as against Issuers or any other Guarantor, as the case may be (individually and collectively, in its or their capacity as the entity or entities the obligations of which are guaranteed hereunder by Guarantor, the “Principal”) or Guarantor, or because of any action taken or omitted or circumstance which might vary the risk or affect the rights or remedies of Guarantor as against the Principal, or because of any further dealings between the Principal and Beneficiary, whether relating to this Deed of Trust or otherwise.  Guarantor hereby expressly waives and surrenders any defense to Guarantor’s liability under this Deed of Trust based upon any of the foregoing acts, omissions, things, agreements, waivers or any of them.  It is the purpose and intent of this Deed of Trust that the obligations of Guarantor under it shall be absolute and unconditional under any and all circumstances, subject to and in accordance with the terms and conditions of this Deed of Trust.

12.23.2.   Without in any way limiting the provisions of Section 12.23.1, Guarantor waives:

12.23.2.1.  all statutes of limitations as a defense to any action or proceeding brought against Guarantor by Beneficiary, to the fullest extent permitted by law;

12.23.2.2.  any right it may have to require Beneficiary to proceed against the Principal or pursue any other remedy in Beneficiary’s power to pursue, it being acknowledged and agreed that the obligations of Guarantor hereunder are independent of the obligations of the Principal hereunder, and Beneficiary shall not be required to make any demand upon, exercise any right to declare a default by, or proceed against, the Principal prior to proceeding against Guarantor to the full extent of Guarantor’s obligations hereunder;

12.23.2.3.  any defense based on any legal disability of the Principal and any discharge, release or limitation of the liability of the Principal to Beneficiary, whether consensual or arising by operation of law or any bankruptcy, reorganization, receivership, insolvency, or debtor-relief proceeding, or from any other cause, or any claim that Guarantor’s obligations exceed or are more burdensome than those of the Principal;

12.23.2.4.  all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Deed of Trust and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind;

12.23.2.5.  any defense based on or arising out of any defense that the Principal may have to the payment or performance of any obligation set forth in this Deed of Trust; and

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12.23.2.6.  until all obligations under this Deed of Trust have been paid and performed in full, all rights of subrogation and all rights to enforce any remedy that Guarantor may have against the Principal, all regardless of whether Guarantor may have made any payments to Beneficiary.

12.23.3.   Guarantor assumes full responsibility for keeping informed of the financial condition and business operations of the Principal and all other circumstances affecting the Principal’s ability to pay for and perform its obligations, and agrees that Beneficiary shall have no duty to disclose to Guarantor any information which Beneficiary may receive about the Principal’s financial condition, business operations, or any other circumstances bearing on its ability to perform.

12.23.4.   Notwithstanding anything to the contrary provided elsewhere herein, in no event shall Guarantor have any liability under this Deed of Trust beyond its interest in the portion of the Property that is owned by Guarantor, and in no event shall Guarantor’s obligations hereunder be enforced against any property of Guarantor other than its interest in such portion of the Property.

Section  12.24.  WAIVER OF TRIAL BY JURY. THE TRUSTOR AND BENEFICIARY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION UNDER THIS DEED OF TRUST OR ANY OTHER INDENTURE DOCUMENT OR ANY OTHER ACTION ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, REGARDLESS OF WHICH PARTY INITIATES SUCH ACTION OR ACTIONS.

Signature Pages Follow

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IN WITNESS WHEREOF, the Trustor has caused this Deed of Trust to be executed as of the day and year first above written.

OASIS RECREATIONAL PROPERTIES, INC.,
a Nevada Corporation
By:	/s/ Robert R. Black, Sr.
	Name: Robert R. Black, Sr.
	Title: President and Treasurer

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ACKNOWLEDGMENT

STATE OF NEVADA }

COUNTY OF CLARK}ss.

This instrument was acknowledged before me on December 16, 2004 by Robert R. Black, Sr. as President of Oasis Recreational Properties, Inc..

/s/ Terri Smith

NOTARY PUBLIC

Terri Smith
Notary Public State of Nevada
No. 99-55937-1
My appt. exp. May 26, 2007

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Schedule 1.1

INDENTURE DEFINITIONS

1.Asset Sale

2.Bankruptcy Law

3.Capital Stock

4.Capitalized Lease Obligations

5.Cash Equivalents

6.Code

7.Collateral

8.Collateral Agreements

9.Equity Interests

10.Event of Default

11.Excluded Foreign Subsidiaries

12.FF&E Financing

13.Guarantor

14.Gaming Authorities

15.Gaming Licenses

16.Guarantee Obligations

17.Holders

18.Indebtedness

19.Intercreditor Agreement

20.Interest

21.Issue Date

22.Lien

23.Liquidated Damages

24.Person

25.Permitted Liens

26.Purchase Money Indebtedness

27.Registration Rights Agreement

28.Subsidiary

29.Voting Equity Interests

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Schedule 4.12(i)

THE TRUSTOR’S U.S. TAXPAYER IDENTIFICATION NUMBER

Oasis Recreational Properties, Inc.:  88-0499167

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Schedule 4.12(ii)

THE TRUSTOR’S BUSINESS ADDRESS

Oasis Recreational Properties, Inc.:

Black, LoBello & Pitegoff

Attn: Tisha Black

6885 W. Charleston Blvd

Las Vegas, NV 89117

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Schedule 9.4.1

ADDRESSES

Debtors:

Oasis Recreational Properties, a Nevada corporation

950 West Mesquite Blvd.

Mesquite, Nevada, 89027

Attention:  Curt Mayer

Secured Party:

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

700 South Flower Street, Suite 500

Los Angeles, CA 90017

Attention: Corporate Trust Administration

Trustee:

Transnation Title Insurance Company

1316 Stockton Hill Road

Kingman, AZ 86401

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OWNER:  Oasis Recreational Properties, a Nevada corporation.

EXHIBIT A

LEGAL DESCRIPTION OF OWNED LAND

SEE ATTACHED

PARCEL NO. 1:

A portion of Government Lot 1, all of the Southeast quarter of the Northeast quarter, a portion of the Northeast quarter of the Southeast quarter, and a portion of the Southwest quarter of the Northeast quarter of Section 4, Township 39 North, Range 16 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona, more particularly described as follows:

BEGINNING at the intersection of the Southerly right-of-way line of Peppermill Palms Boulevard (an existing 60.00 foot right-of-way) and the East line of Section 4, Township 39 North, Range 16 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona, said point being South 01 degrees 04 minutes 13 seconds East, 285.62 feet along the Section line from the Northeast corner of said Section 4 (a 1912 G.L.O. brass cap re-stamped 1997);

THENCE South 01 degrees 04 minutes 13 seconds East, 1039.87 feet along the Section line to the ¹/₁₆^th corner (1997 BLM brass cap);

THENCE South 01 degrees 04 minutes 13 seconds East, 1318.79 feet to the East quarter of said Section 4 (a 1997 BLM brass cap);

THENCE South 01 degrees 03 minutes 30 seconds East, along the Section line, 558.88 feet;

THENCE South 89 degrees 18 minutes 51 seconds West, 1322.55 feet to the ¹/₁₆^th line;

THENCE North 01 degrees 00 minutes 51 seconds West along the ¹/₁₆^th line, 294.01 feet;

THENCE South 89 degrees 14 minutes 13 seconds West, 214.38 feet;

THENCE North 16 degrees 51 minutes 32 seconds West, 726.00 feet;

THENCE North 06 degrees 21 minutes 41 seconds West, 890.48 feet to a point on the ¹/₁₆^th line;

THENCE North 89 degrees 17 minutes 53 seconds East along the ¹/₁₆^th line, 495.10 feet to the ¹/₁₆^th corner;

THENCE North 01 degrees 02 minutes 08 seconds West, 446.51 feet to the Southerly right-of-way line of said Peppermill Palms Boulevard;

THENCE along said Southerly line the following courses;

North 61 degrees 24 minutes 00 seconds East, 223.80 feet to a point of curvature of a 430.00 foot radius curve to the left;

THENCE 149.35 feet along the arc of said curve through a central angle of 19 degrees 54 minutes 00 seconds;

THENCE North 41 degrees 30 minutes 00 seconds East, 259.34 feet to a point of curvature of a 259.47 foot radius curve to the right;

THENCE 187.94 feet along the arc of said curve through a central angle of 41 degrees 30 minutes 00 seconds;

THENCE North 83 degrees 00 minutes 00 seconds East, 274.03 feet to a point of curvature of a 445.00 foot radius curve to the left;

THENCE 109.25 feet along the arc of said curve through a central angle of 14 degrees 04 minutes 00 seconds;

THENCE North 68 degrees 56 minutes 00 seconds East, 62.91 feet to a point of curvature of a 220.00 foot radius curve to the right;

THENCE 96.22 feet along the arc of said curve through a central angle of 25 degrees 03 minutes 33 seconds;

THENCE South 86 degrees 00 minutes 27 seconds East, 38.57 feet to the POINT OF BEGINNING.

LESS AND EXCEPTING that portion lying within Peppermill Palms Boulevard (a 60.00 foot right-of-way).

EXCEPT ¹/₁₆^th of all oil, gases and other hydrocarbon substances, coal, stone, metals, minerals, fossils and fertilizers of every name and description and except all materials which may be essential to the production of fissionable materials as reserved In Arizona Revised Statutes. (Affects the Northeast quarter of the Southeast quarter of Section 4)

PARCEL NO. 2:

The West half of Government Lot 3, all of Government Lot 4 and the Southwest quarter of the Northwest quarter of Section 4, Township 39 North, Range 16 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona.

EXCEPT that portion lying within Peppermill Palms Boulevard, as shown on Roadway Dedication Plat for Peppermill Palms Boulevard, recorded as Fee No. 1990-12851, records of Mohave County, Arizona.

EXCEPT ¹/₁₆^th of all oil, gases and other hydrocarbon substances, coal, stone, metals, minerals, fossils and fertilizers of every name and description and except all materials which may be essential to the production of fissionable materials as reserved in Arizona Revised Statutes. (Affects the West half of Lot 3 and all of Lot 4)

PARCEL NO. 3:

Government Lots 1and 4, and the South half of the Northeast quarter of Section 5, Township 39 North, Range 16 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona.

EXCEPT that portion lying within Peppermill Palms Boulevard, as shown on Roadway Dedication Plat for Peppermill Palms Boulevard, recorded as Fee No. 1990-12851, records of Mohave County, Arizona.

EXCEPT ¹/₁₆^th of all oil, gases and other hydrocarbon substances, coal, stone, metals, minerals, fossils and fertilizers of every name and description and except all materials which may be essential to the production of fissionable materials as reserved in Arizona Revised Statutes. (Affects a portion of Lot 1)

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LESSEE:  Oasis Recreational Properties, a Nevada corporation.

EXHIBIT B-1

DESCRIPTION OF LEASE

Lease Number 03-95873, commencing on May 13, 1998, by and between State of Arizona, by and through the Arizona State Land Department, as Lessor, and Oasis Recreational Properties, Inc., a Nevada corporation, as lessee, as amended on August 16, 2000, as amended and assigned on September 20, 2000 and as amended and assigned on August 31, 2001.

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LESSEE:  Oasis Recreational Properties, a Nevada corporation.

EXHIBIT B-2

LEGAL DESCRIPTION OF LEASED LAND

SEE ATTACHED

PARCEL NO. 4:

The Southeast quarter of the Southeast quarter of Section 32, Township 40 North, Range 16 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona, lying South of the Southerly right-of-way of Old U.S. Highway 91.

PARCEL NO. 5:

That portion of the Southwest quarter of Section 33, Township 40 North, Range 16 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona, lying South of the Southerly right-of-way line of Old U.S. Highway 91.

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EX-2.23

Exhibit 2.23

Accessor’s Parcel Numbers: 001-16-501-012;

001-18-701-002; 001-18-302-004; 001-18-302-005;

001-18-302-010; 001-18-302-011; 001-18-701-006;

001-18-701-007; 002-24-601-021; 001-09-301-002;

001-09-301-003; 001-18-602-002; 001-18-602-008;

001-18-602-003; 001-18-602-004; 001-18-602-006;

001-18-602-007; 001-18-702-017; 001-18-702-019;

001-17-201-003; 001-17-201-006;

001-18-711-001 through 001-18-711-200

Send Tax Bills to:

c/o CasaBlanca Resorts, LLC

950 West Mesquite Blvd.

Mesquite, Nevada, 89027

WHEN RECORDED MAIL TO:

Paul, Hastings, Janofsky & Walker LLP

515 South Flower Street, 25th Floor

Los Angeles, California 90071

Attention:  Stacy M. Hopkins, Esq.

LEASEHOLD AND FEE DEED OF TRUST, FIXTURE FILING WITH
ASSIGNMENT OF RENTS AND LEASES, AND SECURITY AGREEMENT

by and from

RBG, LLC;

VIRGIN RIVER CASINO CORPORATION;

CASABLANCA RESORTS, LLC;

B & B B, INC.; and

OASIS INTERVAL OWNERSHIP, LLC, collectively, “Grantor”

to

NEVADA TITLE COMPANY, “Trustee”

for the benefit of

WELLS FARGO FOOTHILL, INC.,
in its capacity as the arranger and administrative agent, its successors and assigns,
as its interests may appear, “Beneficiary”

Dated as of December 20, 2004

LEASEHOLD AND FEE DEED OF TRUST, FIXTURE FILING WITH
ASSIGNMENT OF RENTS AND LEASES, AND SECURITY AGREEMENT

(Nevada)

THIS LEASEHOLD AND FEE DEED OF TRUST, FIXTURE FILING WITH ASSIGNMENT OF RENTS AND LEASES, AND SECURITY AGREEMENT (this “Deed of Trust”) is dated as of December 20, 2004, by and from RBG, LLC (“RBG”), a Nevada limited liability company, VIRGIN RIVER CASINO CORPORATION (“Virgin River”), a Nevada corporation, CASABLANCA RESORTS, LLC (“Casablanca”), a Nevada limited liability company, B & B B, INC. (“B&BB”), a Nevada corporation, and OASIS INTERVAL OWNERSHIP, LLC (“Oasis”), a Nevada limited liability company (RBG, Virgin River, Casablanca, B&BB and Oasis, collectively, “Grantor”), whose address is c/o CasaBlanca Resorts, 950 West Mesquite Blvd., Mesquite, Nevada, 89027, to NEVADA TITLE COMPANY (“Trustee”), whose address is 3320 West Sahara, Suite 200, Las Vegas, Nevada 89102 for the benefit of WELLS FARGO FOOTHILL, INC., a California corporation, in its capacity as the arranger and administrative agent, its successors and assigns, as its interests may appear (“Agent”) pursuant to the Credit Agreement (as defined below), whose address is 2450 Colorado Avenue, Suite 3000 West, Santa Monica, California 90404 (Agent, together with its successors and assigns, is referred to herein as  “Beneficiary”).

THE MAXIMUM AMOUNT OF PRINCIPAL TO BE SECURED HEREBY IS $15,000,000; PROVIDED THAT IN NO EVENT SHALL THE AGGREGATE PRINCIPAL BALANCE SECURED HEREBY, EXCLUSIVE OF INTEREST, FEES AND EXPENSES, FOR THE BENEFIT OF THE HOLDERS EXCEED $15,000,000.00.

RECITALS:

WHEREAS, (i) each Grantor, (ii) OASIS RECREATIONAL PROPERTIES, INC. (“Oasis Recreational”), a Nevada corporation, (iii) OASIS INTERVAL MANAGEMENT, LLC (“Oasis Interval Management”), a Nevada limited liability company, (iv) Agent, and (v) the Lenders (as defined in the Credit Agreement) have entered into that certain Credit Agreement dated as of December 20, 2004 (as amended, restated, supplemented or otherwise modified heretofore or hereinafter from time to time, the “Credit Agreement”), which Credit Agreement provides for a revolving loan in the principal amount as specified in said Credit Agreement.  Each Grantor, Oasis Recreational and Oasis Interval Management are collectively referred to herein as “Borrowers”.  Agent and the Lenders are unwilling to enter into the Credit Agreement and make available to Borrowers the credit facilities provided therein unless each Grantor, among other things, secures the Obligations of Borrowers under the Credit Agreement and the other Loan Documents (as such terms are defined in the Credit Agreement) by delivering this Deed of Trust.

WHEREAS, each Grantor is receiving a good and valuable benefit, the sufficiency and receipt of which is hereby acknowledged, from Agent and Lenders entering into the Credit Agreement with Borrowers.

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This instrument is to be governed by the provisions of NRS 106.300 through NRS 106.400 inclusive.  Without limiting the foregoing, any and all future advances by Agent or Lenders to Borrowers made for the improvement, protection or preservation, together with interest at the rate applicable to overdue principal set forth in the Credit Agreement, shall be automatically secured hereby unless such a document evidencing such advances specifically recites that it is not intended to be secured hereby and the payment of all sums expended or advanced by Agent or Lenders under or pursuant to the terms hereof or the Credit Agreement or to protect the security hereof, together with interest thereon as herein provided (without limiting the generality of the protections afforded by NRS Chapter 106) funds disbursed that, in the reasonable exercise of Agent’s judgment, are needed for improving property or to protect Lender’s security in the Trust Property are to be deemed obligatory advances hereunder and will be added to the total indebtedness by this Instrument and such indebtedness shall be increased accordingly.

The parties acknowledge that certain provisions of this Deed of Trust may be subject to the laws, rules and regulations of the Gaming Authorities (as defined herein).

ARTICLE 1
DEFINITIONS

Section 1.1Definitions.  All capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Credit Agreement.  As used herein, the following terms shall have the following meanings:

(a)“Applicable Gaming Laws”: shall mean the laws, rules and regulations of the Gaming Authorities (as defined herein).

(b)“Event of Default”: shall have the meaning ascribed to such term in Article 5 hereof.

(c)“Gaming Authorities”: means any agency, authority, board, bureau, commission, department, office or instrumentality of any nature whatsoever of the United States federal government, any foreign government, any state, province or city or other political subdivision or otherwise, whether now or hereafter existing, or any officer or official thereof, including, without limitation, the Nevada Gaming Commission, the Nevada State Gaming Control Board, the Clark County Liquor and Gaming Licensing Board, the City of Mesquite and any other agency, in each case, with authority to regulate any gaming operation (or proposed gaming operation) owned, managed or operated by the Issuers or any of the subsidiaries.

(d)“Indebtedness”: All obligations of Grantor and any of the Borrowers to Beneficiary, including, without limitation, (1) the repayment of all amounts outstanding from time to time under the Credit Agreement and the other Loan

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Documents, with such indebtedness maturing on the Maturity Date (as defined in the Credit Agreement), including principal, interest (including all interest that, but for the provisions of the Bankruptcy Code, would have accrued), and other amounts which may now or hereafter be advanced as Advances, (2) the full and prompt performance of any and all repayment, fee, and indemnification obligations with respect to any Letters of Credit, (3) fees, costs, expenses, charges and indemnification obligations accrued, incurred or arising in connection with any Loan Document, (4) any and all future advances made pursuant to the terms of the Credit Agreement, and (5) all other payment Obligations.  The Credit Agreement contains a revolving credit facility that permits Borrowers to borrow certain principal amounts, repay all or a portion of such principal amounts, and reborrow the amounts previously paid to Beneficiary, all upon satisfaction of certain conditions stated in the Credit Agreement.  This Deed of Trust secures all Advances and re-advances under the revolving credit feature of the Credit Agreement.

(e)“Intangible Property”: means any and all intangible personal property, including, without limitation, (a) the rights to use all names and all derivations thereof now or hereafter used by any and each of the Grantors in connection with the Land, or the Improvements (as defined herein), including, without limitation, the names “RBG, LLC,” “Virgin River Casino Corporation,” “B & BB, Inc.,” “Oasis Hotel & Casino,” “Casablanca Hotel & Casino,” “Mesquite Star Hotel & Casino,” “Virgin River Convention Center,” “Virgin River Hotel & Casino,” “Oasis Recreational Properties, Inc.,” “Oasis Interval Ownership, LLC,” “Casablanca Golf Club,” “CasaBlanca Golf Course” and “Palms Golf Course” and any variations thereof, together with the goodwill associated therewith, and all names, logos, and designs used by any of the Grantors, or in connection with the Land or the Improvements or in which any of the Grantors has rights, with the exclusive right to use such names, logos and designs wherever they are now or hereafter used in connection with the Land or the Improvements, and any and all other trade names, trademarks or service marks, whether or not registered, now or hereafter used in the operation of the Land or the Improvements, including, without limitation, any interest as a licensee or franchisee, and, in each case, together with the goodwill associated therewith; (b) maps, plans, specifications, surveys, studies, tests, reports, data and drawings relating to the development of the Land or the Improvements and the construction of the Improvements, including, without limitation, all marketing plans, feasibility studies, soil tests, design contracts and all contracts and agreements of any and each of the Grantors relating thereto and all architectural, structural, mechanical and engineering plans and specifications, studies, data and drawings prepared for or relating to the development of the Land or the Trust Property or the construction, renovation or restoration of any of the Improvements or the extraction of minerals, sand, gravel or other valuable substances from the Land; (c) any and all books, records, customer lists (including lists or information derived from or related to the Player Tracking System described within the definition of “Tangible Property”), concession agreements, supply or service contracts, licenses, permits, governmental approvals (to the extent such licenses, permits and approvals may be pledged under applicable law), signs, goodwill, casino and hotel credit and charge records, supplier lists, checking accounts, safe deposit boxes (excluding the contents of such deposit boxes owned by persons other than any of the Grantors or any of their subsidiaries), cash,

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instruments, any and all “chattel paper” as such term is defined in Section 9-102 of the UCC, documents, unearned premiums, deposits, refunds, including but not limited to income tax refunds, prepaid expenses, rebates, tax and insurance escrow and impound accounts, if any, actions and rights in action, and all other claims, and all other contract rights and general intangibles resulting from or used in connection with the operation of the Trust Property and in which any of the Grantors now or hereafter has rights; (d) all of the Grantors’ documents, instruments, contract rights, and general intangibles including, without limitation, all insurance policies, permits, licenses, franchises and agreements required for the use, occupancy or operation of the Land, or any of the Improvements (to the extent such licenses, permits and approvals are not prohibited from being pledged under applicable law); (e) general intangibles, vacation license resort agreements or other time share license or right to use agreements with respect to the Land, the Improvements and/or the business being conducted thereon, including, without limitation, all rents, issues, profits, income and maintenance fees resulting therefrom; whether any of the foregoing is now owned or hereafter acquired and (f) any and all licenses, permits, variances, special permits, franchises, certificates, rulings, certifications, validations, exemptions, filings, registrations, authorizations, consents, approvals, waivers, orders, rights and agreements (including options, option rights and contract rights) now or hereafter obtained by any of the Grantors from any governmental, administrative or regulatory agency, authority, department, commission, board, bureau or instrumentality of the United States, any state of the United States, or any political subdivision thereof, including, without limitation, any gaming authority, or any court, arbitrator or quasi-judicial authority having or claiming jurisdiction over the Land, the Tangible Property, the Trust Property or any other element of the Trust Property or providing access thereto, or the operation of any business on, at, or from the Land, including, without limitation, any gaming licenses.

(f)“Inventory”: as such term is defined in Section 9-102 of the UCC, including without limitation and in any event, all goods (whether such goods are in the possession of the Grantors or a lessee, bailee or other person for sale, lease, storage, transit, processing, use or otherwise and whether consisting of whole goods, spare parts, components, supplies, materials or consigned or returned or repossessed goods) which are held for sale or lease or are to be furnished (or which have been furnished) under any contract of service or which are raw materials or work in progress or materials used or consumed in any of Grantor’s businesses;

(g)“Obligations”: All of the agreements, covenants, conditions, warranties, representations and other obligations of Grantor and the Borrowers under the Credit Agreement and the other Loan Documents, including, but not limited to, the “Obligations,” as defined in the Credit Agreement, but specifically excluding the Bank Product Obligations (as defined in the Credit Agreement).  This Deed of Trust is not security or collateral for the Bank Product Obligations.

(h)“Permitted Liens”: shall have the meaning ascribed to such term in the Credit Agreement.

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(i)“Personalty”: means the Intangible Property and the Tangible Property.

(j)“Security Agreement”: means that certain Security Agreement dated as of the date hereof by and among the Agent and the grantors listed on the signature pages thereof and those additional entities that may become parties thereto by executing the form of Supplement attached thereto as Annex 1.

(k)“Tangible Property”:  means any and all tangible personal property, including, without limitation, all goods, equipment, supplies, building and other materials of every nature whatsoever and all other tangible personal property constituting a part or portion of the Trust Property and/or used in the operation of any hotel, casino, restaurant, store, parking facility, special events arena, theme park, and any other commercial operations on the Trust Property, including but not limited to Inventory, communication systems, visual and electronic surveillance systems and transportation systems and not constituting a part of the real property subject to the liens of this Deed of Trust and including all property and materials stored on all or any portion of the Trust Property in which any and each of the Grantors has an interest and all tools, utensils, food and beverage, liquor, uniforms, linens, housekeeping and maintenance supplies, vehicles, fuel, advertising and promotional material, blueprints, surveys, plans and other documents relating to the Land or the Improvements, and all construction materials and all Fixtures (as defined herein), including, but not limited to, all gaming equipment and devices which are used in connection with the operation of the Trust Property and those items of Fixtures which are purchased or leased by any and each of the Grantors, machinery and any other item of personal property in which any of the Grantors now or hereafter owns or acquires an interest or right, and which are used or useful in the construction, operation, use and occupancy of the Trust Property; to the extent permitted by the applicable contract or applicable law, all financial equipment, computer equipment, Player Tracking Systems (including all computer hardware, operating software programs and all right, title and interest in and to any applicable license therefore), calculators, adding machines, video game and slot machines, and any other electronic equipment of every nature used or located on any part of the Trust Property, and all present and future right, title and interest of any of the Grantors in and to any casino operator’s agreement, license agreement or sublease agreement used in connection with the Trust Property.

(l)“Trust Property”:  All of Grantor’s right, title and interest in and to (1) the fee interest in the real property described on Exhibit A attached hereto and incorporated herein by this reference, together with any greater estate therein now owned or as hereafter may be acquired by any Grantor (the “Land”), (2) all improvements now owned or hereafter acquired by any Grantor, now or at any time situated, placed or constructed upon the Land (the ”Improvements”; the Land and Improvements are collectively referred to herein as the “Premises”), (3) all materials, supplies, equipment, apparatus and other items of personal property now owned or hereafter acquired by any Grantor and now or hereafter attached to or installed in any of the Improvements or the Land, and water, gas, electrical, telephone, storm and sanitary

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sewer facilities and all other utilities whether or not situated in easements (the “Fixtures”), (4) all reserves, escrows or impounds required under the Credit Agreement and all deposit accounts maintained by any Grantor with respect to the Trust Property (the “Deposit Accounts”), (5) those certain lease agreements described in Exhibit B-1 attached hereto and by this reference incorporated herein, as they may be amended, modified and extended thereof (collectively, the “Ground Leases”) by and between the Grantor named therein, as lessee, and that certain party referenced on said Exhibit B-1, as lessor (“Lessor”), as the same may be amended, restated, renewed or extended from time to time, and the leasehold estates created thereby in that certain real property, located in the County of Clark, State of Nevada and described in Exhibit B-2 (the “Leased Land”), (6) all existing and future leases, subleases, licenses, concessions, occupancy agreements, lease guarantees or other agreements (written or oral, now or at any time in effect) which grant to any Person a possessory interest in, or the right to use or occupy, all or any part of the Trust Property, whether made before or after the filing by or against Grantor of any petition for relief under the Bankruptcy Code, together with any extension, renewal or replacement of the same and together with all related security and other deposits (and together with the Ground Leases, the “Leases”), (7) all of the rents, additional rents, revenues, royalties, income, proceeds, profits, early termination fees or payments, security and other types of deposits, and other benefits paid or payable by parties to the Leases for using, leasing, licensing, possessing, operating from, residing in, selling or otherwise enjoying the Trust Property or any part thereof, whether paid or accruing before or after the filing by or against Grantor of any petition for relief under the Bankruptcy Code, including, without limitation, all rights to payment for hotel room occupancy by hotel guests, which includes any payment or monies received or to be received in whole or in part, whether actual or deemed to be, for the sale of services or products in connection therewith and/or in connection with such occupancy, advance registration fees by hotel guests, tour or junket proceeds and deposits for conventions and/or party reservations (collectively, the “Rents”), (8) all other agreements, such as construction contracts, architects’ agreements, engineers’ contracts, utility contracts, maintenance agreements, management agreements, service contracts, listing agreements, guaranties, warranties, permits, licenses, certificates and entitlements in any way relating to the construction, use, occupancy, operation, maintenance, enjoyment or ownership of the Trust Property (the “Property Agreements”), (9) all rights, privileges, tenements, hereditaments, rights-of-way, easements, appendages and appurtenances appertaining to the foregoing, (10) all property tax refunds, utility refunds and rebates, earned or received at any time (the “Tax Refunds”), (11) all accessions, replacements and substitutions for any of the foregoing and all proceeds thereof (the “Proceeds”), (12) all insurance policies, unearned premiums therefor and proceeds from such policies covering any of the above property now or hereafter acquired by Grantor (the “Insurance”), (13) any awards, damages, remunerations, reimbursements, settlements or compensation heretofore made or hereafter to be made by any governmental authority pertaining to the Land, Improvements or Fixtures (the “Condemnation Awards”), (14) all of Grantor’s rights to appear and defend any action or proceeding brought with respect to the Trust Property and to commence any action or proceeding to protect the interest of Grantor in the Trust Property, (15) all rights, powers, privileges, options and other benefits of Grantor as lessor under the Leases, including, without limitation, the immediate and

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continuing right to claim for, receive, collect and receive all Rents payable or receivable under the Leases or pursuant thereto (and to apply the same to the payment of the Indebtedness and the Obligations), and to do all other things which Grantor or any lessor is or may become entitled to do under the Leases, (16) all water rights, water stock, water permits and other rights to the use of water that are now or that may be hereinafter used in connection with the said Trust Property, or any part thereof, or any improvements or appurtenances thereto, (17) all oil and gas and other mineral rights, if any, in or pertaining to the Land and all royalty, leasehold and other rights of each Grantor pertaining thereto, and (18) all right, title and interest of each Grantor in and to all Tangible Property and Intangible Property (except, with respect to Gaming Licenses, as prohibited by Applicable Gaming Laws) now or at any time hereafter located on or appurtenant to the Trust Property and used or useful in connection with the ownership, management or operation of the Trust Property, including, without limitations, the Personalty.  As used in this Deed of Trust, the term “Trust Property” shall mean all or, where the context permits or requires, any portion of the above or any interest therein.  THE TERM “TRUST PROPERTY” IS INTENDED TO EXCLUDE (I) ALL ITEMS OF PERSONAL PROPERTY IN WHICH BENEFICIARY HAS OBTAINED AND/OR PERFECTED A SECURITY INTEREST UNDER SEPARATE INSTRUMENTS AND (II) THE EXCLUDED ASSETS, AS SUCH TERM IS DEFINED IN THE SECURITY AGREEMENT.

(m)“UCC”:  The Uniform Commercial Code of the state in which the Land is located or, if the creation, perfection and enforcement of any security interest herein granted is governed by the laws of a state other than the state in which the Land is located, then, as to the matter in question, the Uniform Commercial Code in effect in that state.

ARTICLE 2
GRANT

Section 2.1Grant.  For and in consideration of good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, and in order to secure the indebtedness and other obligations of Grantor herein set forth, to secure the full and timely payment of the Indebtedness and the full and timely performance of the Obligations, Grantor hereby GRANTS, BARGAINS, ASSIGNS, TRANSFERS, SELLS, WARRANTS and CONVEYS, to Trustee the Trust Property, subject, however, to the Permitted Liens, TO HAVE AND TO HOLD the Trust Property and all parts, rights and appurtenances thereof to Trustee, IN TRUST, WITH POWER OF SALE, and Grantor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title to the Trust Property unto Trustee.

TO HAVE AND TO HOLD the Trust Property, together with all and singular the parts, rights, privileges, hereditaments, and appurtenances thereto in any ways belonging or appertaining, to the use, benefit, and behoof of Trustee, its successors and assigns, in trust for the benefit of Beneficiary, in fee simple forever.  Notwithstanding anything to the contrary contained in the immediately preceding sentence, Grantor hereby agrees and acknowledges that the Indebtedness secured by this

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Deed of Trust includes a revolving loan and is intended to secure future advances; accordingly, this Deed of Trust shall not be canceled by the full and complete repayment of the Indebtedness, so long as the Credit Agreement remains in force and effect.

ARTICLE 3
WARRANTIES, REPRESENTATIONS AND COVENANTS

Grantor warrants, represents and covenants to Beneficiary as follows:

Section 3.1Title to Trust Property and Lien of this Instrument.  Each Grantor has (i) good, marketable and insurable fee simple title to the Land (as more particularly described on Exhibit A attached hereto) and owns all Improvements located thereon, (ii) good, marketable and insurable title in the leasehold estates comprising a portion of the Trust Property which were created pursuant to the Ground Leases, (iii) good title to the balance of the Trust Property owned by it, each of the foregoing free and clear of all Liens whatsoever except the Permitted Liens and (iv) subject to the Applicable Gaming Laws, full power and lawful authority to encumber the Trust Property in the manner and form set forth in this Deed of Trust.  This Deed of Trust creates valid, enforceable first priority liens and security interests against the Trust Property.

Section 3.2First Lien Status.  Grantor shall preserve and protect the first lien and security interest status of this Deed of Trust and the other Loan Documents.  If any lien or security interest, other than the Permitted Liens, is asserted against the Trust Property, Grantor shall promptly, and at its expense, (a) give Beneficiary a detailed written notice of such lien or security interest (including origin, amount and other terms), and (b) pay the underlying claim in full or take such other action so as to cause it to be released or contest the same in compliance with the requirements of the Credit Agreement (including the requirement of providing a bond or other security satisfactory to Beneficiary).

Section 3.3Payment and Performance.  Grantor shall pay the Indebtedness when due under the Loan Documents and shall perform or cause the Borrowers to perform the Obligations in full when they are required to be performed.

Section 3.4Replacement of Fixtures.  Grantor shall not, without the prior written consent of Beneficiary, permit any of the Fixtures to be removed at any time from the Land or Improvements, unless the removed item is removed temporarily for maintenance and repair or, if removed permanently, is obsolete and is replaced by an article of equal or better suitability and value, owned by Grantor subject to the liens and security interests of this Deed of Trust and the other Loan Documents, and free and clear of any other lien or security interest except such as may be permitted under the Credit Agreement or first approved in writing by Beneficiary.

Section 3.5Inspection.  Grantor shall permit Beneficiary and its agents, representatives and employees to inspect the Trust Property and all books and records of Grantor located thereon, and to conduct such environmental and engineering

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studies as Beneficiary may require.  Provided that no Event of Default exists, all such testing and investigation shall be conducted at reasonable times and upon reasonable prior notice to Grantor.  Beneficiary shall restore the Trust Property to the condition it was in immediately prior to such testing and investigation.

Section 3.6Contracts.  Each material contract which is part of the Trust Property (each, a “Contract”), (i) is the genuine, legal, valid, and binding obligation of each Grantor, (ii) is enforceable against each Grantor party thereto in accordance with its terms, (iii) is in full force and effect and is, to the best knowledge of each Grantor, not subject to any setoffs, defenses, overdue taxes, counterclaims or other claims, nor have any of the foregoing been asserted or alleged as to any Contract, and (iv) is, to the best knowledge of each Grantor, in all material respects, in compliance with all applicable laws, whether federal, state, local or foreign (“Applicable Laws”).  No Grantor nor, to the best knowledge of each Grantor, any other party to any Contract is in default in the performance or observance of any of the terms thereof.  No party to any Contract is the United States government or an instrumentality thereof.

Section 3.7Leases.  Grantor has delivered to Beneficiary true, correct and complete copies of all Leases, including all amendments thereof and modifications thereto.  Each Lease and each Ground Lease (i) is the genuine, legal, valid and binding obligation of each Grantor that is a party thereto, (ii) is enforceable against each Grantor that is a party thereto and, to the best knowledge of each Grantor, each other party thereto, in accordance with its terms, (iii) is in full force and effect and, to the best knowledge of each Grantor, is not subject to any setoffs, defenses, taxes, counterclaims or other claims, nor have any of the foregoing been asserted or alleged as to any Lease, and (iv) is, to the best knowledge of each Grantor, in compliance with all Applicable Laws.

Section 3.8Construction of Improvements. All Improvements have been and will be constructed in all material respects in accordance with Applicable Laws and all requirements of Governmental Authorities and governmental approvals. To the best knowledge of each Grantor, the Improvements are free from latent and patent defects, and do not require any material repairs, reconstruction or replacement on the date hereof (except for any material repairs, reconstruction or replacement that do not have a material adverse effect on the value of the Improvements and do not materially and adversely affect any Grantor’s use and operation of the Improvements).

Section 3.9Other Covenants.  All of the covenants in the Credit Agreement are incorporated herein by reference and, together with covenants in this Article 3, shall, to the extent applicable, be covenants running with the land.

Section 3.10Condemnation Awards and Insurance Proceeds.

(a)Condemnation Awards.  There are no pending or, to the best knowledge of each Grantor, threatened condemnation or eminent domain proceedings against the Trust Property or any part thereof.  Grantor, immediately upon obtaining knowledge of the institution of any proceedings for the condemnation of the

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Trust Property or any portion thereof, will notify Beneficiary of the pendency of such proceedings.  Except as set forth in the Credit Agreement, Beneficiary may participate in any such proceedings and Grantor from time to time will deliver to Beneficiary all instruments requested by it to permit such participation.  Grantor assigns all awards and compensation to which it is entitled for any condemnation or other taking, or any purchase in lieu thereof, to Beneficiary and authorizes Beneficiary to collect and receive such awards and compensation and to give proper receipts and acquittances therefor, subject to the terms of the Credit Agreement. Grantor hereby waives all rights to such awards and compensation described in the foregoing sentence.  Grantor, upon request by Beneficiary, shall make, execute and deliver any and all instruments requested for the purpose of confirming the assignment of the aforesaid awards and compensation to Beneficiary free and clear of any liens, charges or encumbrances of any kind or nature whatsoever.

(b)Insurance Proceeds.  Grantor assigns to Beneficiary all proceeds of any insurance policies insuring against loss or damage to the Trust Property.  Except as set forth in the Credit Agreement, Grantor authorizes Beneficiary to collect and receive such proceeds and authorizes and directs the issuer of each of such insurance policies to make payment for all such losses directly to Beneficiary, instead of to Grantor and Beneficiary jointly, as more specifically described in the Credit Agreement.  In the event that the issuer of such insurance policy fails to disburse directly or solely to Beneficiary but disburses instead either solely to Grantor or to Grantor and Beneficiary, jointly, Grantor shall immediately endorse and transfer such proceeds to Beneficiary.  Upon Grantor’s failure to do so, Beneficiary may execute such endorsements or transfers from and in the name of Grantor, and Grantor hereby irrevocably appoints Beneficiary as Grantor’s agent and attorney-in-fact so to do.

Section 3.11Costs of Defending and Upholding the Lien.  If any action or proceeding is commenced to which action or proceeding Trustee or Beneficiary is made a party or in which it becomes necessary for Trustee or Beneficiary to defend or uphold the lien of this Deed of Trust including any extensions, renewals, amendments or modifications thereof, Grantor shall, on demand, reimburse Trustee and Beneficiary for all expenses (including, without limitation, reasonable attorneys’ fees and reasonable appellate attorneys’ fees) incurred by Trustee or Beneficiary in any such action or proceeding and all such expenses shall be secured by this Deed of Trust.  In any action or proceeding to foreclose this Deed of Trust or to recover or collect the Indebtedness, the provisions of law relating to the recovering of costs, disbursements and allowances shall prevail unaffected by this covenant.

Section 3.12TRANSFER OF THE SECURED PROPERTY.  EXCEPT AS EXPRESSLY PERMITTED PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT, GRANTOR SHALL NOT SELL, TRANSFER, PLEDGE, ENCUMBER, CREATE A SECURITY INTEREST IN, GROUND LEASE, OR OTHERWISE HYPOTHECATE, ALL OR ANY PORTION OF THE TRUST PROPERTY WITHOUT THE PRIOR WRITTEN CONSENT OF BENEFICIARY.  THE CONSENT BY BENEFICIARY TO ANY SALE, TRANSFER, PLEDGE,

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ENCUMBRANCE, CREATION OF A SECURITY INTEREST IN, GROUND LEASE, OR OTHER HYPOTHECATION OF, ANY PORTION OF THE TRUST PROPERTY SHALL NOT BE DEEMED TO CONSTITUTE A NOVATION OR A CONSENT TO ANY FURTHER SALE, TRANSFER, PLEDGE, ENCUMBRANCE, CREATION OF A SECURITY INTEREST IN, GROUND LEASE, OR OTHER HYPOTHECATION, OR TO WAIVE THE RIGHT OF BENEFICIARY, AT ITS OPTION, TO DECLARE THE INDEBTEDNESS SECURED HEREBY IMMEDIATELY DUE AND PAYABLE, WITHOUT NOTICE TO GRANTOR OR ANY OTHER PERSON OR ENTITY, EXCEPT AS MAY BE REQUIRED PURSUANT TO THE TERMS OF ANY APPLICABLE GROUND LEASE, UPON ANY SUCH SALE, TRANSFER, PLEDGE, ENCUMBRANCE, CREATION OF A SECURITY INTEREST, GROUND LEASE, OR OTHER HYPOTHECATION TO WHICH BENEFICIARY SHALL NOT HAVE CONSENTED.

Section 3.13Security Deposits.  To the extent required by law, or after an Event of Default has occurred and during its continuance, if required by Beneficiary, all security deposits of tenants of the Trust Property shall be treated as trust funds not to be commingled with any other funds of Grantor.  Within twenty (20) days after request by Beneficiary, Grantor shall furnish satisfactory evidence of compliance with this Section 3.13, as necessary, together with a statement of all security deposits deposited by the tenants and copies of all Leases not theretofore delivered to Beneficiary, as requested thereby, certified by Grantor.

ARTICLE 4

LEASEHOLD PROVISIONS

Section 4.1Deed of Trust Subject to Ground Leases. This Deed of Trust is made subject to whatever rights and interest each Lessor may have under the Ground Leases and the covenants, conditions and restrictions set forth therein.  This Deed of Trust shall not be construed so as to constitute a default under any Ground Lease pursuant to Applicable Law or the terms of such Ground Lease, and this Deed of Trust and the lien created hereby shall be of no further force and effect if deemed by a court of competent jurisdiction to violate the terms of such Ground Lease or Applicable Law.

Section 4.2Certain Covenants.  Each Grantor, jointly and severally, covenants and agrees as follows:

(a)Each Grantors shall pay all rents, additional rents and other sums to be paid by such Grantor under any Ground Lease and shall diligently perform and observe all covenants, agreements and obligations of the lessee set forth in the Ground Lease to which such Grantor is a party, and not to commit, suffer or permit any material breach thereof.  If any Grantor shall default under any of the Ground Leases, Beneficiary shall have the right, but not the obligation, to take any action necessary or desirable to cure any default by such Grantor in the performance of any of the terms, covenants and conditions of such Ground Lease, Beneficiary being authorized to enter upon the Premises for such purposes. Any default by any Grantor as lessee under any of

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the Ground Leases or breach of an obligation thereunder shall be a default hereunder, provided that such shall not constitute a default hereunder until the expiration of any applicable lessee notice and grace period under the applicable Ground Leases and the failure of any Grantor to cure such default or breach under the applicable Ground Lease to which it is a party within such grace period.

(b)Each Grantor shall give prompt notice to Beneficiary of the actual receipt by it of written notice of default served on such Grantor by any Lessor, and shall promptly furnish to Beneficiary all information that it may reasonably request concerning the performance by any Grantor of the covenants contained in any Ground Lease, including, without limitation, evidence of payment of ground rent, taxes, insurance premiums and operating expenses.

(c)So long as this Deed of Trust is in effect, there shall be no merger of any Ground Lease or any interest therein nor of the leasehold estates created thereby with the fee estate in the Leased Land or any portion thereof by reason of the fact that such Ground Lease or such interest therein or such leasehold estate may be held directly or indirectly by or for the account of any person who shall hold the fee estate in the Leased Land or any portion thereof or any interest of the applicable Lessor. In case any Grantor acquires the fee title or any other estate, title or interest in the Leased Land covered by the Ground Lease, this Deed of Trust shall attach to and cover and be a lien upon the fee title or such other estate so acquired, and such fee title or other estate shall, without further assignment, mortgage or conveyance, become and be subject to the lien of and covered by this Deed of Trust.  Each Grantor shall notify Beneficiary of any such acquisition by any such Grantor and, on written request by Beneficiary, shall at its own expense cause to be executed and recorded all such other and further assurances or other instruments in writing as may in the opinion of Beneficiary be required to carry out the intent and meaning hereof.

(d)No Grantor shall surrender any Ground Lease (except a surrender upon the expiration of the term of the applicable Ground Lease or upon the termination by the Lessor thereunder pursuant to the provisions thereof) to the Lessor thereunder, or any portion thereof or of any interest therein, and no termination of any Ground Lease, by any Grantor as lessee thereunder, shall be valid or effective, and subject to the terms of the applicable Ground Lease, such Ground Lease shall not be surrendered or canceled, amended, other than in immaterial respects, or subordinated to any fee mortgage, to any lease, or to any other interest, either orally or in writing, without the prior written consent of Beneficiary so long as this Deed of Trust is in effect. Any attempted surrender, amendment (except in immaterial respects) cancellation or termination of any Ground Lease other than as expressly permitted pursuant to the terms thereof by any Grantor without obtaining the prior written consent of Beneficiary shall be null and void and without force and effect on the Ground Lease, and such attempt shall constitute a default hereunder.  Notwithstanding the foregoing, prior written consent of Beneficiary is not required in connection with the termination and buyout of the M.D.W. Lease (as defined on Exhibit B-1) by and among M.D.W. Mesquite, L.L.C., RBG and Robert R. Black, Sr.

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(e)If and to the extent required by the terms of the Ground Lease, Grantor shall promptly after the execution and delivery of this Deed of Trust or of any instrument or agreement supplemental thereto, notify each Lessor in writing of the execution and delivery thereof and deliver to each such Lessor a copy of each such Deed of Trust, instrument or agreement, as the case may be.

(f)If any Ground Lease is terminated prior to the natural expiration of its term by reason of default of any Grantor, and if, pursuant to any provision of the Ground Lease, or otherwise, Beneficiary or its designee shall acquire from the Lessor thereunder a new lease of the Leased Land, or of any part of the Leased Land, Grantor shall have no right, title or interest in or to such new lease or the leasehold estate created thereby.

(g)Each Grantor hereby, jointly and severally, warrants the quiet and peaceful possession of the Trust Property to Trustee for the benefit of Beneficiary for so long as the Deed of Trust is in effect and further warrants and agrees to defend the leasehold estate created under each Ground Lease for the remainder of the term set forth therein against each and every person claiming the same or any part thereof.

(h)In the event of the termination, rejection, or disaffirmance of any Ground Lease by any Lessor (or by any receiver, trustee, custodian, or other party that succeeds to the rights of any Lessor) pursuant to any section or chapter of the Bankruptcy Code, or any similar law, whether state, federal or otherwise, relating to insolvency, reorganization or liquidation, or for the relief of debtors (each such law referred to herein as a “Bankruptcy Law” and all such laws collectively referred to herein as “Bankruptcy Laws”), each Grantor hereby presently, absolutely, and irrevocably grants and assigns to Beneficiary the sole and exclusive right to make or refrain from making any election available to lessees under any Bankruptcy Law (including, without limitation, the election available pursuant to Section 365(h) of the Bankruptcy Code or any successor provision), and each Grantor agrees that any such election, if made by any Grantor without the prior written consent of Beneficiary (which Beneficiary would not anticipate granting due to the importance of the Ground Lease as security), shall be void and of no force or effect.

(i)In the event there is a termination, rejection, or disaffirmance of any Ground Lease by any Lessor (or by any receiver, trustee, custodian, or other party that succeeds to the rights of any Lessor) and Beneficiary elects to have the applicable Grantor remain in possession under any legal right such Grantor may have to occupy the premises leased pursuant to any Ground Lease then (i) such Grantor shall remain in such possession and shall perform all acts necessary for such Grantor to retain its right to remain in such possession, whether such acts are required under the then existing terms and provisions of the applicable Ground Lease or otherwise, (ii) all of the terms and provisions of this Deed of Trust and the lien created hereby shall remain in full force and effect and shall be extended automatically to such possession, occupancy, and interest of such Grantor, to all rights of such Grantor to such possession, occupancy, and interest, and to all of such Grantor’s rights and remedies against the Lessor under the

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Bankruptcy Laws, and (iii) each Grantor hereby agrees with Beneficiary that if any Grantor shall seek to offset against the rent reserved in any Ground Lease any damages or other amounts pursuant to any right of offset available to lessees under any Bankruptcy Laws for any damages sustained by reason of the failure by the applicable Lessor to perform their obligations, then not less than thirty (30) days prior to effecting any such offset, Grantor shall give written notice to Beneficiary of the amount of the proposed offset and the basis therefor, and if Beneficiary objects, within thirty (30) days after receipt of such notice, to the offset on the basis that it may constitute a breach of the Ground Lease, then such Grantor shall not effect the offset of any amounts so objected to by Beneficiary and Grantor agrees that any such election, if made by any Grantor without the prior written consent of Beneficiary, shall be void and of no force or effect.

(j)Each Grantor shall use its respective commercially reasonable efforts (not including the payment of any money or other consideration to any third party) to obtain from time to time, promptly after request by Beneficiary, from any Lessor and deliver to Beneficiary, at no cost to Beneficiary, a Lessor’s estoppel certificate thereunder in such form as may reasonably be requested by Beneficiary.  Notwithstanding the foregoing, the failure by Grantor to obtain an estoppel certificate from any Lessor shall not be deemed an Event of Default hereunder, provided that Grantor have used their respective commercially reasonable efforts to obtain such estoppel certificate.

(k)If at any time any Grantor fails to comply in any material respect with any of such Grantor’s material obligations under any Ground Lease and the Lessor notifies Beneficiary thereof, then Beneficiary or Trustee may, but without obligation to do so and after providing reasonable notice to the applicable Grantor (provided that no notice shall be required in the event of an emergency or if the Ground Lease is in danger of being terminated) and without releasing any Grantor from any obligation hereunder or removing or waiving any default hereunder, perform on behalf of the applicable Grantor any such obligations, and any and all costs and expenses (including, without limitation, attorneys’ fees) incurred by Beneficiary or Trustee in connection therewith shall be repayable upon demand by the Grantor, with interest thereon as set forth in the Credit Agreement, and shall be secured hereby; provided that the foregoing shall not be construed to require Beneficiary or Trustee to incur any expense or take any action with respect to any Grantor’s failure to comply with any of the Grantors’ obligations under any Ground Lease.

(l)Each Grantor, promptly upon receiving written notice of a breach by any Lessor (or by any receiver, trustee, custodian, or other party that succeeds the rights of such Lessor) or of any inability of any Lessor to perform the terms and provisions of any Ground Lease (including, without limitation, by reason of a termination, rejection, or disaffirmance by such Lessor pursuant to any Bankruptcy Laws), which would materially impair the value of any Ground Lease, shall notify Beneficiary in writing of any such breach or inability.  Each Grantor hereby assigns to Beneficiary the proceeds of any claims that such Grantor may have against such Lessor for any such breach or inability by such Lessor.  So long as no Event of Default has

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occurred and is continuing, the applicable Grantor shall have the sole right to proceed against such Lessor on such Grantor’s and Beneficiary’s behalf and to receive and retain all proceeds of such claims except as otherwise provided in the Credit Agreement; during the continuance of an Event of Default, Beneficiary shall have the sole right to proceed against any Lessor, and each Grantor shall cooperate with Beneficiary in such endeavor.  Each Grantor shall, at its expense, diligently prosecute any such proceedings, shall deliver to Beneficiary copies of all papers served in connection therewith, and shall consult and cooperate with Beneficiary and its attorneys and agents, in the carrying on and defense of any such proceedings.

(m)Notwithstanding anything to the contrary in this paragraph, if there is an Event of Default which remains uncured, then Beneficiary shall have the right, but not the obligation, to conduct and control, through counsel of Beneficiary’s choosing, all litigation and other proceedings under the Bankruptcy Laws relating to any Lessor; and any expenses incurred by Beneficiary in such litigation and proceedings shall be additional indebtedness of the Grantor secured by this Deed of Trust, shall bear interest as set forth in the Credit Agreement and shall be payable by the Grantors upon demand.  No settlement of any such proceeding shall be made by the Grantors without Beneficiary’s prior written consent.

(n)In addition to any and all other assignments contained in this Deed of Trust, each Grantor hereby absolutely, presently and unconditionally assigns, transfers, and set over to Beneficiary all of such Grantor’s claims and rights to the payment of damages, and any other remedies available to such Grantor, arising from any rejection of any Ground Lease by any Lessor thereunder pursuant to any Bankruptcy Law. This assignment constitutes a present, absolute, irrevocable, and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all the indebtedness and obligations secured by this Deed of Trust shall have been satisfied and discharged in full.

Notwithstanding the foregoing, so long as no uncured Event of Default has occurred and is continuing, each Grantor shall have an absolute license to assert and settle any and all such claims, and to receive and apply all proceeds thereof as Trustee shall determine in its discretion.

ARTICLE 5
DEFAULT

Section 5.1Events of Default.  The occurrence of any of the following events shall constitute an event of default under this Deed of Trust (each an “Event of Default”):

(a)an “Event of Default” (as such term is defined in the Credit Agreement) shall have occurred;

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(b)any Grantor’s material breach of any of the covenants set forth in this Deed of Trust; or

(c)if any material misstatement or misrepresentation exists now or hereafter in any warranty or representation set forth in Article 3 hereof.

ARTICLE 6
REMEDIES AND FORECLOSURE

Section 6.1Remedies.  If an Event of Default occurs and is continuing beyond any applicable notice and cure period, Beneficiary may, at Beneficiary’s election and by or through Trustee or otherwise, exercise any or all of the following rights, remedies and recourses:

(a)To the extent permitted under the Credit Agreement, declare the Indebtedness to be immediately due and payable, without further notice, presentment, protest, notice of intent to accelerate, notice of acceleration, demand or action of any nature whatsoever (each of which hereby is expressly waived by Grantor), whereupon the same shall become immediately due and payable.

(b)Notify all tenants of the Premises and all others obligated on leases of any part of the Premises that all rents and other sums owing on leases have been assigned to Beneficiary and are to be paid directly to Beneficiary, and to enforce payment of all obligations owing on leases, by suit, ejectment, cancellation, releasing, reletting or otherwise, whether or not Beneficiary has taken possession of the Premises, and to exercise whatever rights and remedies Beneficiary may have under any assignment of rents and leases.  Upon the occurrence of an Event of Default beyond any applicable notice and cure period, Beneficiary shall be the attorney-in-fact of Grantor with respect to any and all matters pertaining to the Trust Property with full power and authority to give instructions with respect to the collection and remittance of payments, to endorse check, to enforce the rights and remedies of Grantor, and to execute on behalf of Grantor and in Grantor’s name any instruction, agreement or other writing required therefor.  This power shall be irrevocable and deemed to be a power coupled with an interest.

(c)As and to the extent permitted by law, enter the Trust Property, either personally or by its agents, nominees or attorneys, and take exclusive possession thereof and thereupon, Beneficiary may (i) use, operate, manage, control, insure, maintain, repair, restore and otherwise deal with all and every part of the Premises and conduct business thereat; (ii) complete any construction on the Premises in such manner and form as Beneficiary deems advisable in the reasonable exercise of its judgment; (iii) exercise all rights and power of Grantor with respect to the Premises, whether in the name of Grantor, or otherwise, including, without limitation, the right to make, cancel, enforce or modify leases, obtain and evict tenants, and demand, sue for, collect and receive all earnings, revenues, rents, issues, profits and other income of the Premises and every part thereof, which rights shall not be in limitation of Beneficiary’s rights under any assignment of rents and leases securing the Indebtedness; and (iv) pursuant to the provisions of the Credit Agreement, apply the receipts from the

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Premises to the payment of the Indebtedness, after deducting therefrom all expenses (including attorneys’ fees) incurred in connection with the aforesaid operations and all amounts necessary to pay the taxes, assessments, insurance and other charges in connection with the Trust Property, as well as just and reasonable compensation for the services of Beneficiary, its counsel, agents and employees.

(d)Hold, lease, develop, manage, operate or otherwise use the Trust Property upon such terms and conditions as Beneficiary may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as Beneficiary deems necessary or desirable), and apply all Rents and other amounts collected by Trustee in connection therewith in accordance with the provisions of Section 6.7 hereof.

(e)Require Grantor to assemble any collateral under the UCC and make it available to Beneficiary, at Grantor’s sole risk and expense, at a place or places to be designated by Beneficiary, in its sole discretion.  Beneficiary may, in its sole discretion, appoint Trustee as the agent of Beneficiary for the purpose of disposition of any personal property in accordance with the Uniform Commercial Code.

(f)Institute proceedings for the complete foreclosure of this Deed of Trust, either by judicial action or by power of sale, in which case the Trust Property may be sold for cash or credit in accordance with applicable law in one or more parcels as Beneficiary may determine.  Except as otherwise required by applicable law, with respect to any notices required or permitted under the UCC, Grantor agrees that five (5) days’ prior written notice shall be deemed commercially reasonable.  At any such sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, Grantor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against Grantor, and against all other Persons claiming or to claim the property sold or any part thereof, by, through or under Grantor.  Beneficiary or any of the Lenders may be a purchaser at such sale.  As provided in Section 11.2 below, if Beneficiary is the highest bidder, Beneficiary may credit the portion of the purchase price that would be distributed to Beneficiary against the Indebtedness in lieu of paying cash.  In the event this Deed of Trust is foreclosed by judicial action, appraisement and valuation of the Trust Property is waived. In the event of any sale made under or by virtue of this Article 6 (whether made by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale) the entire Indebtedness, if not previously due and payable, immediately thereupon shall become due and payable. The failure to make any such tenants of the Premises party to any such foreclosure proceedings and to foreclose their rights will not be, nor be asserted to be by Grantor, a defense to any proceedings instituted by Beneficiary to collect the sums secured hereby.

(g)With or without entry, to the extent permitted and pursuant to the procedures provided by applicable law, institute proceedings for the partial

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foreclosure of this Deed of Trust for the portion of the Indebtedness then due and payable (if Beneficiary shall have elected not to declare the entire Indebtedness to be immediately due and owing), subject to the continuing lien of this Deed of Trust for the balance of the Indebtedness not then due; or (1) as and to the extent permitted by law, sell for cash or upon credit the Trust Property or any part thereof and all estate, claim, demand, right, title and interest of Grantor therein, pursuant to power of sale or otherwise, at one or more sales, as an entity or in parcels, at such time and place, upon such terms and after such notice thereof as may be required or permitted by law, and in the event of a sale, by foreclosure or otherwise, of less than all of the Trust Property, this Deed of Trust shall continue as a lien on the remaining portion of the Trust Property; or (2) institute an action, suit or proceeding in equity for the specific performance of any covenant, condition or agreement contained herein or in any Loan Document; or (3) to the extent permitted by applicable law, recover judgment on the Credit Agreement either before, during or after any proceedings for the enforcement of this Deed of Trust.

(h)Make application to a court of competent jurisdiction for, and obtain from such court as a matter of strict right and without notice to Grantor or regard to the adequacy of the Trust Property for the repayment of the Indebtedness, the appointment of a receiver of the Trust Property, and Grantor irrevocably consents to such appointment.  Any such receiver shall have all the usual powers and duties of receivers in similar cases, including the full power to rent, maintain and otherwise operate the Trust Property upon such terms as may be approved by the court, and shall apply such Rents in accordance with the provisions of Section 6.7 hereof.

(i)Exercise all other rights, remedies and recourses granted under the Loan Documents or otherwise available at law or in equity.

Section 6.2Separate Sales.  The Trust Property may be sold in one or more parcels and in such manner and order as Trustee in its sole discretion may elect; the right of sale arising out of any Event of Default shall not be exhausted by any one or more sales.

Section 6.3Remedies Cumulative, Concurrent and Nonexclusive.  Beneficiary and Trustee shall have all rights, remedies and recourses granted in the Loan Documents and available at law or equity (including the UCC), which rights (a) shall be cumulated and concurrent, (b) may be pursued separately, successively or concurrently against Grantor or others obligated under the Loan Documents, or against the Trust Property, or against any one or more of them, at the sole discretion of Beneficiary or Trustee, as the case may be, (c) may be exercised as often as occasion therefor shall arise, and the exercise or failure to exercise any of them shall not be construed as a waiver or release thereof or of any other right, remedy or recourse, and (d) are intended to be, and shall be, nonexclusive.  No action by Beneficiary or Trustee in the enforcement of any rights, remedies or recourses under the Loan Documents or otherwise at law or equity shall be deemed to cure any Event of Default.

Section 6.4Release of and Resort to Collateral.  Beneficiary may release, regardless of consideration and without the necessity for any notice to or consent

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by the holder of any subordinate lien on the Trust Property, any part of the Trust Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien or security interest created in or evidenced by the Loan Documents or their status as a first and prior lien and security interest in and to the Trust Property.  For payment of the Indebtedness, Beneficiary may resort to any other security in such order and manner as Beneficiary may elect.

Section 6.5Waiver of Redemption, Notice and Marshalling of Assets.  To the fullest extent permitted by law, Grantor hereby irrevocably and unconditionally waives and releases (a) all benefit that might accrue to Grantor by virtue of any present or future statute of limitations or law or judicial decision exempting the Trust Property from attachment, levy or sale on execution or providing for any stay of execution, exemption from civil process, redemption or extension of time for payment, (b) all notices of any Event of Default or of any election by Trustee or Beneficiary to exercise or the actual exercise of any right, remedy or recourse provided for under the Loan Documents, and (c) any right to a marshalling of assets or a sale in inverse order of alienation.

Section 6.6Discontinuance of Proceedings.  If Beneficiary or Trustee shall have proceeded to invoke any right, remedy or recourse permitted under the Loan Documents and shall thereafter elect to discontinue or abandon it for any reason, Beneficiary or Trustee, as the case may be, shall have the unqualified right to do so and, in such an event, Grantor, Beneficiary and Trustee shall be restored to their former positions with respect to the Indebtedness, the Obligations, the Loan Documents, the Trust Property and otherwise, and the rights, remedies, recourses and powers of Beneficiary and Trustee shall continue as if the right, remedy or recourse had never been invoked, but no such discontinuance or abandonment shall waive any Event of Default which may then exist or the right of Beneficiary or Trustee thereafter to exercise any right, remedy or recourse under the Loan Documents for such Event of Default.

Section 6.7Application of Proceeds.  The proceeds of any sale made under or by virtue of this Article 6, together with any Rents and other amounts generated by the holding, leasing, management, operation or other use of the Trust Property, shall be applied by Beneficiary or Trustee (or the receiver, if one is appointed) in the following order unless otherwise required by applicable law:

(a)to the payment of the costs and expenses of taking possession of the Trust Property and of holding, using, leasing, repairing, improving and selling the same, including, without limitation (1) trustee’s and receiver’s fees and expenses, including the repayment of the amounts evidenced by any receiver’s certificates, (2) court costs, (3) attorneys’ and accountants’ fees and expenses, and (4) costs of advertisement;

(b)to the payment of the Indebtedness and performance of the Obligations in such manner and order of preference as set forth in the Credit Agreement; and

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(c)the balance, if any, to the payment of the Persons legally entitled thereto.

Section 6.8Occupancy After Foreclosure.  Except as otherwise required by applicable law, any sale of the Trust Property or any part thereof in accordance with Section 6.1(e) or Section 6.1(f) hereof will divest all right, title and interest of Grantor in and to the property sold.  Subject to applicable law, any purchaser at a foreclosure sale will receive immediate possession of the property purchased.  If Grantor retains possession of such property or any part thereof subsequent to such sale, Grantor will be considered a tenant at sufferance of the purchaser, and will, if Grantor remains in possession after demand to remove, be subject to eviction and removal, forcible or otherwise, with or without process of law.

Section 6.9Additional Advances and Disbursements; Costs of Enforcement.

(a)If any Event of Default exists, Beneficiary shall have the right, but not the obligation, to cure such Event of Default in the name and on behalf of Grantor.  All sums advanced and expenses incurred at any time by Beneficiary under this Section 6.9, or otherwise under this Deed of Trust or any of the other Loan Documents or applicable law, shall bear interest from the date that such sum is advanced or expense incurred, to and including the date of reimbursement, computed at the rate or rates at which interest is then computed on the Indebtedness, and all such sums, together with interest thereon, shall be secured by this Deed of Trust.

(b)Grantor shall pay all expenses (including reasonable attorneys’ fees and expenses and all costs and expenses related to legal work, research and litigation) of or incidental to the perfection and enforcement of this Deed of Trust and the other Loan Documents, or the enforcement, compromise or settlement of the Indebtedness or any claim under this Deed of Trust and the other Loan Documents, and for the curing thereof, or for defending or asserting the rights and claims of Beneficiary in respect thereof, by litigation or otherwise.

Section 6.10No Mortgagee in Possession.  Neither the enforcement of any of the remedies under this Article 6, the assignment of the Rents and Leases under Article 7, the security interests under Article 8, nor any other remedies afforded to Beneficiary under the Loan Documents, at law or in equity shall cause Beneficiary or Trustee to be deemed or construed to be a mortgagee in possession of the Trust Property, to obligate Beneficiary or Trustee to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise.

Section 6.11WAIVER OF GRANTOR’S RIGHTS.  BY EXECUTION OF THIS DEED OF TRUST, GRANTOR EXPRESSLY:  (A) ACKNOWLEDGES THE RIGHT OF BENEFICIARY TO ACCELERATE THE INDEBTEDNESS EVIDENCED BY THE CREDIT AGREEMENT OR OTHER LOAN DOCUMENTS UPON THE OCCURRENCE OF AN EVENT OF

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DEFAULT;  (B) TO THE EXTENT ALLOWED BY APPLICABLE LAW, WAIVES ANY AND ALL RIGHTS WHICH GRANTOR MAY HAVE UNDER THE CONSTITUTION OF THE UNITED STATES, THE VARIOUS PROVISIONS OF THE CONSTITUTIONS FOR THE SEVERAL STATES, OR BY REASON OF ANY OTHER APPLICABLE LAW, TO NOTICE AND TO JUDICIAL HEARING PRIOR TO THE EXERCISE BY BENEFICIARY OF ANY RIGHT OR REMEDY HEREIN PROVIDED TO BENEFICIARY;  (C) ACKNOWLEDGES THAT GRANTOR HAS READ THIS DEED OF TRUST AND ITS PROVISIONS HAVE BEEN EXPLAINED FULLY TO GRANTOR AND GRANTOR HAS CONSULTED WITH LEGAL COUNSEL OF GRANTOR’S CHOICE PRIOR TO EXECUTING THIS DEED OF TRUST;  AND (D) ACKNOWLEDGES THAT ALL WAIVERS OF THE AFORESAID RIGHTS OF GRANTOR HAVE BEEN MADE KNOWINGLY, INTENTIONALLY AND WILLINGLY BY GRANTOR AS PART OF A BARGAINED FOR LOAN TRANSACTION.

ARTICLE 7
ASSIGNMENT OF RENTS AND LEASES

Section 7.1Assignment.  In furtherance of and in addition to the assignment made by Grantor in Section 2.1 of this Deed of Trust, subject to Article 4 hereof and to the Applicable Gaming Laws, Grantor hereby absolutely and unconditionally assigns, sells, transfers and conveys to Trustee (for the benefit of Beneficiary) and to Beneficiary all of its right, title and interest in and to all Leases, whether now existing or hereafter entered into, and all of its right, title and interest in and to all Rents.  This assignment is an absolute assignment and not an assignment for additional security only.  So long as no Event of Default shall have occurred and be continuing and to the extent not prohibited by the Credit Agreement, Grantor shall have a revocable license from Trustee and Beneficiary to exercise all rights extended to the landlord under the Leases, including the right to receive and collect all Rents and to hold the Rents in trust for use in the payment and performance of the Obligations and to otherwise use the same.  The foregoing license is granted subject to the conditional limitation that no Event of Default shall have occurred and be continuing.  Upon the occurrence and during the continuance of an Event of Default, whether or not legal proceedings have commenced, and without regard to waste, adequacy of security for the Obligations or solvency of Grantor, the license herein granted shall automatically expire and terminate, without notice by Trustee or Beneficiary (any such notice being hereby expressly waived by Grantor).

Section 7.2Perfection Upon Recordation.  Grantor acknowledges that Beneficiary and Trustee have taken all actions necessary to obtain, and that upon recordation of this Deed of Trust, Beneficiary and Trustee shall have, to the extent permitted under applicable law, a valid and fully perfected, first priority, present assignment of the Rents arising out of the Leases and all security for such Leases.  Grantor acknowledges and agrees that upon recordation of this Deed of Trust Trustee’s and Beneficiary’s interest in the Rents shall be deemed to be fully perfected, “choate”

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and enforced as to Grantor and all third parties, including, without limitation, any subsequently appointed trustee in any case under Title 11 of the United States Code (the ”Bankruptcy Code”), without the necessity of commencing a foreclosure action with respect to this Deed of Trust, making formal demand for the Rents, obtaining the appointment of a receiver or taking any other affirmative action.

Section 7.3Bankruptcy Provisions.  Without limitation of the absolute nature of the assignment of the Rents hereunder, Grantor, Trustee and Beneficiary agree that (a) this Deed of Trust shall constitute a “security agreement” for purposes of Section 552(b) of the Bankruptcy Code, (b) the security interest created by this Deed of Trust extends to property of Grantor acquired before the commencement of a case in bankruptcy and to all amounts paid as Rents and (c) such security interest shall extend to all Rents acquired by the estate after the commencement of any case in bankruptcy.

Section 7.4No Merger of Estates.  So long as part of the Indebtedness and the Obligations secured hereby remain unpaid and undischarged, the fee and leasehold estates to the Trust Property shall not merge, but shall remain separate and distinct, notwithstanding the union of such estates either in Grantor, Beneficiary, any tenant or any third party by purchase or otherwise.

ARTICLE 8
SECURITY AGREEMENT

Section 8.1Security Interest.  This Deed of Trust constitutes a “security agreement” on personal property within the meaning of the UCC and other applicable law and with respect to the Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards.  To this end, Grantor grants to Beneficiary a first and prior security interest in the Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards and all other Trust Property which is personal property to secure the payment of the Indebtedness and performance of the Obligations, and agrees that Beneficiary shall have all the rights and remedies of a secured party under the UCC with respect to such property.  Any notice of sale, disposition or other intended action by Beneficiary with respect to the Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards sent to Grantor at least five (5) days prior to any action under the UCC shall constitute reasonable notice to Grantor.  THE TERM “TRUST PROPERTY” IS INTENDED TO EXCLUDE (I) ALL ITEMS OF PERSONAL PROPERTY IN WHICH BENEFICIARY HAS OBTAINED AND/OR PERFECTED A SECURITY INTEREST UNDER SEPARATE INSTRUMENTS; AND (II) THE EXCLUDED ASSETS, AS SUCH TERM IS DEFINED IN THE SECURITY AGREEMENT.

Section 8.2Financing Statements.  Grantor shall execute and deliver to Beneficiary, in form and substance satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect and preserve Beneficiary’s security interest

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hereunder and Beneficiary may cause such statements and assurances to be recorded and filed, at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest.  Each Grantor’s state of organization is the State of Nevada.

Section 8.3Fixture Filing.  This Deed of Trust shall also constitute a financing statement filed as a “fixture filing” for the purposes of the UCC against all of the Trust Property which is or is to become fixtures.  Information concerning the security interest herein granted may be obtained at the address of Debtor (Grantor) and Secured Party (Beneficiary) as set forth in the first paragraph of this Deed of Trust.  Grantor hereby authorizes Beneficiary to file any and all financing statements and amendments thereto in such form and in such locations as it deems necessary or appropriate in connection herewith.

ARTICLE 9
CONCERNING THE TRUSTEE

Section 9.1Certain Rights.  With the approval of Beneficiary, Trustee shall have the right to select, employ and consult with counsel.  Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by it hereunder, believed by it in good faith to be genuine.  Trustee shall be entitled to reimbursement for actual, reasonable expenses incurred by it in the performance of its duties and to reasonable compensation for Trustee’s services hereunder as shall be rendered.  Grantor shall, from time to time, pay the compensation due to Trustee hereunder and reimburse Trustee for, and indemnify, defend and save Trustee harmless against, all liability and reasonable expenses which may be incurred by it in the performance of its duties, including those arising from joint, concurrent, or comparative negligence of Trustee; however, Grantor shall not be liable under such indemnification to the extent such liability or expenses result solely from Trustee’s or Beneficiary’s gross negligence or willful misconduct.  Grantor’s obligations under this Section 9.1 shall not be reduced or impaired by principles of comparative or contributory negligence.

Section 9.2Retention of Money.  All moneys received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by law), and Trustee shall be under no liability for interest on any moneys received by him hereunder.

Section 9.3Successor Trustees.  If Trustee or any successor Trustee shall die, resign or become disqualified from acting in the execution of this trust, or Beneficiary shall desire to appoint a substitute Trustee, Beneficiary shall have full power to appoint one or more substitute Trustees and, if preferred, several substitute Trustees in succession who shall succeed to all the estates, rights, powers and duties of Trustee by an instrument in writing, executed and acknowledged by Beneficiary, and recorded in the Office of the County Recorder, Clark County, Nevada.  Such appointment may be executed by any authorized agent of Beneficiary and as so executed, such

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appointment shall be conclusively presumed to be executed with authority, valid and sufficient, without further proof of any action.

Section 9.4Perfection of Appointment.  Should any deed, conveyance or instrument of any nature be required from Grantor by any successor Trustee to more fully and certainly vest in and confirm to such successor Trustee such estates, rights, powers and duties, then, upon request by such Trustee, all such deeds, conveyances and instruments shall be made, executed, acknowledged and delivered and shall be caused to be recorded and/or filed by Grantor.

Section 9.5Trustee Liability.  In no event or circumstance shall Trustee or any substitute Trustee hereunder be personally liable under or as a result of this Deed of Trust, either as a result of any action by Trustee (or any substitute Trustee) in the exercise of the powers hereby granted or otherwise.

ARTICLE 10
MISCELLANEOUS

Section 10.1Notices.  Any notice required or permitted to be given under this Deed of Trust shall be given in accordance with Section 11 of the Credit Agreement.

Section 10.2Covenants Running with the Land.  All Obligations contained in this Deed of Trust are intended by Grantor, Beneficiary and Trustee to be, and shall be construed as, covenants running with the Trust Property.  As used herein, “Grantor” shall refer to the party named in the first paragraph of this Deed of Trust and to any subsequent owner of all or any portion of the Trust Property.  All Persons who may have or acquire an interest in the Trust Property shall be deemed to have notice of, and be bound by, the terms of the Credit Agreement and the other Loan Documents; however, no such party shall be entitled to any rights thereunder without the prior written consent of Beneficiary.

Section 10.3Attorney-in-Fact.  Grantor hereby irrevocably appoints Beneficiary and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Beneficiary deems appropriate to protect Beneficiary’s interest, if Grantor shall fail to do so within ten (10) days after written request by Beneficiary, (b) upon the issuance of a deed pursuant to the foreclosure of this Deed of Trust or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Beneficiary’s security interests and rights in or to any of the Trust Property, and (d) while any Event of Default exists, to perform any obligation of Grantor hereunder, however:  (1) Beneficiary shall not under any

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circumstances be obligated to perform any obligation of Grantor; (2) any sums advanced by Beneficiary in such performance shall be added to and included in the Indebtedness and shall bear interest at the rate or rates at which interest is then computed on the Indebtedness; (3) Beneficiary as such attorney-in-fact shall only be accountable for such funds as are actually received by Beneficiary; and (4) Beneficiary shall not be liable to Grantor or any other person or entity for any failure to take any action which it is empowered to take under this Section 10.3.  Notwithstanding the foregoing, Beneficiary shall be liable for its gross negligence, willful misconduct, and bad faith in connection with exercising its rights hereunder.

Section 10.4Successors and Assigns.  This Deed of Trust shall be binding upon and inure to the benefit of Beneficiary, the Lenders, Trustee and Grantor and their respective successors and assigns.  Grantor shall not, without the prior written consent of Beneficiary, assign any rights, duties or obligations hereunder.

Section 10.5No Waiver.  Any failure by Beneficiary, the Lenders or Trustee to insist upon strict performance of any of the terms, provisions or conditions of the Loan Documents shall not be deemed to be a waiver of same, and Beneficiary, the Lenders or Trustee shall have the right at any time to insist upon strict performance of all such terms, provisions and conditions.

Section 10.6Credit Agreement.  If any conflict or inconsistency exists between this Deed of Trust and the Credit Agreement, the Credit Agreement shall govern.

Section 10.7Release or Reconveyance.  Upon payment in full of the Indebtedness and performance in full of the Obligations, Beneficiary, at Grantor’s expense, shall release the liens and security interests created by this Deed of Trust or reconvey the Trust Property to Grantor.

Section 10.8Waiver of Stay, Moratorium and Similar Rights.  Grantor agrees, to the full extent that it may lawfully do so, that it will not at any time insist upon or plead or in any way take advantage of any stay, marshalling of assets, extension, redemption or moratorium law now or hereafter in force and effect so as to prevent or hinder the enforcement of the provisions of this Deed of Trust or the Indebtedness secured hereby, or any agreement between Grantor and Beneficiary or any rights or remedies of Beneficiary or Trustee. Grantor, for itself and for all Persons hereafter claiming through or under it who may at any time hereafter become holders of liens junior to the lien of this Deed of Trust, hereby expressly waives and releases all rights to direct the order in which any of the Trust Property or any interest therein shall be sold in the event of any sale or sales pursuant hereto.

Section 10.9Governing Law.  THIS DEED OF TRUST 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

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OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(B), EXCEPT THAT WITH RESPECT TO THE EXERCISE OF REMEDIES HEREUNDER AND THE CREATION, PERFECTION AND ENFORCEMENT OF THE LIEN CREATED BY THIS DEED OF TRUST, THE LAWS OF THE JURISDICTION IN WHICH THE PROPERTY IS LOCATED SHALL GOVERN, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF SUCH JURISDICTION.

Section 10.10Choice of Forum.

(a)Subject to Section 10.10(b) and Section 10.10(c), all actions or proceedings arising in connection with this Deed of Trust shall be tried and litigated in state or Federal courts located in the County of Clark, State of Nevada, unless such actions or proceedings are required to be brought in another court to obtain subject matter jurisdiction over the matter in controversy.  EACH GRANTOR WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS, TO ASSERT THAT IT IS NOT SUBJECT TO THE JURISDICTION OF SUCH COURTS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 10.10.

(b)Nothing contained in this Section shall preclude Beneficiary from bringing any action or proceeding arising out of or relating to this Deed of Trust in any court not referred to in Section 10.10(a).  SERVICE OF PROCESS, SUFFICIENT FOR PERSONAL JURISDICTION IN ANY ACTION AGAINST EACH GRANTOR, MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ITS ADDRESS INDICATED IN SECTION 11 OF THE CREDIT AGREEMENT.

(c)Notwithstanding Section 10.10(a) and subject to Section 10.9, in the sole and absolute discretion of Beneficiary, all actions or proceedings relating to the Collateral (as defined in the Credit Agreement), other than the Fixtures, which are the subject of the Loan Documents shall be governed by and construed in accordance with the laws of the State of New York, as applied to contracts made and performed within the State of New York.  Each Grantor hereby irrevocably submits to the jurisdiction of any New York state court sitting in the Borough of Manhattan in the City of New York or any federal court sitting in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or relating to the subject of the Loan Documents, and irrevocably accepts for itself and in respect of its property, generally and unconditionally, jurisdiction of the aforesaid courts.  Each Grantor irrevocably waives, to the fullest extent it may effectively do so under Applicable Law, trial by jury and any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  Each Grantor irrevocably consents, to the fullest extent it may effectively do so under Applicable Law, to the service of process of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail,

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postage prepaid, to such Grantor at its said address, such service to become effective thirty (30) days after such mailing.  Nothing shall affect the right of Beneficiary to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against such Grantor in any other jurisdiction.

Section 10.11Headings.  The Article, Section and Subsection titles hereof are inserted for convenience of reference only and shall in no way alter, modify or define, or be used in construing, the text of such Articles, Sections or Subsections.

Section 10.12Entire Agreement.  This Deed of Trust and the other Loan Documents embody the entire agreement and understanding between Grantor and Beneficiary and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof.  Accordingly, the Loan Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.  There are no unwritten oral agreements between the parties.

Section 10.13Beneficiary as Agent; Successor Agents.

(a)Agent has been appointed to act as Agent hereunder by the Lenders.  Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of the Trust Property) in accordance with the terms of the Credit Agreement, any related agency agreement among Agent and the Lenders (collectively, as amended, supplemented or otherwise modified or replaced from time to time, the “Agency Documents”) and this Deed of Trust.  Grantor and all other persons shall be entitled to rely on releases, waivers, consents, approvals, notifications and other acts of Agent, without inquiry into the existence of required consents or approvals of the Lenders therefor.

(b)Beneficiary shall at all times be the same Person that is Agent under the Agency Documents.  Written notice of resignation by Agent pursuant to the Agency Documents shall also constitute notice of resignation as Agent under this Deed of Trust.  Removal of Agent pursuant to any provision of the Agency Documents shall also constitute removal as Agent under this Deed of Trust.  Appointment of a successor Agent pursuant to the Agency Documents shall also constitute appointment of a successor Agent under this Deed of Trust.  Upon the acceptance of any appointment as Agent by a successor Agent under the Agency Documents, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent as the Beneficiary under this Deed of Trust, and the retiring or removed Agent shall promptly (i) assign and transfer to such successor Agent all of its right, title and interest in and to this Deed of Trust and the Trust Property, and (ii) execute and deliver to such successor Agent such assignments and amendments and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Agent of the liens and security interests created hereunder, whereupon such retiring or removed Agent shall be discharged from its duties and obligations under this Deed of Trust.  After any retiring or removed Agent’s resignation or removal hereunder as Agent, the provisions of this Deed of Trust and the Agency

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Documents shall inure to its benefit as to any actions taken or omitted to be taken by it under this Deed of Trust while it was the Agent hereunder.

(c)Each reference herein to any right granted to, benefit conferred upon or power exercisable, exercised or action taken by the “Beneficiary” shall be deemed to be a reference to or be deemed to have been so taken, as the case may be, by Beneficiary in its capacity as Agent pursuant to the Credit Agreement for the benefit of the Lenders, all as more fully set forth in the Credit Agreement.

ARTICLE 11
LOCAL LAW PROVISIONS

Section 11.1Power of Sale.  Should default be made by Grantor in payment or performance of any Indebtedness or other Obligation or agreement secured hereby and/or in performance of any agreement herein, or should Grantor otherwise be in default hereunder, Beneficiary may, subject to NRS 107.080, declare all sums secured hereby immediately due by delivery to Trustee of a written notice of breach and election to sell (which notice Trustee shall cause to be recorded and mailed as required by law) and shall surrender to Trustee this Deed of Trust.

After three (3) months shall have elapsed following recordation of any such notice of breach, Trustee shall sell the property subject hereto at such time and at such place in the State of Nevada as Trustee, in its sole discretion, shall deem best to accomplish the objects of these trusts, having first given notice of such sale as then required by law.  In the conduct of any such sale Trustee may act itself or through any auctioneer, agent or attorney.  The place of sale may be either in the county in which the property to be sold, or any part thereof, is situated, or at an office of the Trustee located in the State of Nevada.

Upon the request of Beneficiary or if required by law Trustee shall postpone sale of all or any portion of said property or interest therein by public announcement at the time fixed by said notice of sale, and shall thereafter postpone said sale from time to time by public announcement at the time previously appointed.

At the time of sale so fixed, Trustee shall sell the property so advertised or any part thereof or interest therein either as a whole or in separate parcels, as Beneficiary may determine in its sole and absolute discretion, to the highest bidder for cash in lawful money of the United States, payable at time of sale, and shall deliver to such purchaser a deed or deeds or other appropriate instruments conveying the property so sold, but without covenant or warranty, express or implied.  Beneficiary and Trustee may bid and purchase at such sale.  To the extent of the Indebtedness secured hereby, Beneficiary need not bid for cash at any sale of all or any portion of the Trust Property pursuant hereto, but the amount of any successful bid by Beneficiary shall be applied in reduction of said Indebtedness.  Trustee hereby agrees, if it is then still in possession, to surrender, immediately and without demand, possession of said property to any purchaser.

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Trustee shall apply the proceeds of any such sale to payment of expenses of sale and all charges and expenses of Trustee and of these trusts, including cost of evidence of title and Trustee’s fee in connection with sale; all sums expended under the terms hereof, not then repaid, with accrued interest at the default rate determined by the Credit Agreement; all other sums then secured hereby, and the remainder, if any, to the person or persons legally entitled thereto.

Beneficiary, from time to time before Trustee’s sale, may rescind any notice of breach and election to sell by executing, delivering and causing Trustee to record a written notice of such rescission.  The exercise by Beneficiary of such right of rescission.  The exercise by Beneficiary of such right of rescission shall not constitute a waiver of any breach or default then existing or subsequently occurring, or impair the right of Beneficiary to execute and deliver to Trustee, as above provided, other notices of breach and election to sell, nor otherwise affect any term, covenant or condition hereof or under any obligation secured hereby, or any of the rights, obligations or remedies of the parties thereunder.

Section 11.2Credit Bids.  At any foreclosure sale, any person, including Grantor, Trustee or Beneficiary, may bid for and acquire the Trust Property or any part thereof to the extent permitted by then applicable law.  Instead of paying cash for such property, Beneficiary may settle for the purchase price by crediting the sales price of the property against the obligations in the order provided by NRS 40.462.

Section 11.3Nevada Law.  Where not inconsistent with the above, the following covenants, Nos. 1; 2 (full replacement value); 3; 4 (the rate or rates at which interest is computed upon default of the Indebtedness); 5; 6; 7 ( reasonable percentage); 8 and 9 of NRS 107.030 are hereby adopted and made a part of this Deed of Trust.

Section 11.4This Instrument is to be filed and indexed in the real estate records and is also to be indexed in the index of UCC Financing Statements of Clark County, Nevada under the names of RBG, LLC, a Nevada limited liability company, VIRGIN RIVER CASINO CORPORATION, a Nevada corporation, CASABLANCA RESORTS, LLC, a Nevada limited liability company, B & B B, INC., a Nevada corporation and OASIS INTERVAL OWNERSHIP, LLC, a Nevada limited liability company, each as a debtor, and WELLS FARGO FOOTHILL, INC., in its capacity as the arranger and administrative agent, its successors and assigns, as its interests may appear, as secured party.  Each Grantor’s organizational number is as set forth on Schedule 1 attached hereto and incorporated herein.  Information concerning the security interest may be obtained from Beneficiary at the following address 2450 Colorado Avenue, Suite 3000 West, Santa Monica, California 90404.

[The remainder of this page has been intentionally left blank]

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IN WITNESS WHEREOF, Grantors have on the date set forth in the acknowledgement hereto, effective as of the date first above written, caused this instrument to be duly EXECUTED AND DELIVERED by authority duly given.

GRANTORS:	RBG, LLC, a Nevada limited liability company
	By:	/s/ Robert R. Black, Sr.
	Name:	Robert R. Black, Sr.
	Its:	Sole Manager
	VIRGIN RIVER CASINO CORPORATION, a Nevada corporation
	By:	/s/ Robert R. Black, Sr.
	Name:	Robert R. Black, Sr.
	Its:	CEO
	CASABLANCA RESORTS, LLC, a Nevada limited liability company
	By:	/s/ Robert R. Black, Sr.
	Name:	Robert R. Black, Sr.
	Its:	Sole Manager of its Manager, RBG, LLC
	OASIS INTERVAL OWNERSHIP, LLC, a Nevada limited liability company
	By:	/s/ Robert R. Black, Sr.
	Name:	Robert R. Black, Sr.
	Its:	Sole Manager
	B & B B, INC., a Nevada corporation
	By:	/s/ Robert R. Black, Sr.
	Name:	Robert R. Black, Sr.
	Its:	Chief Executive Officer

STATE OF Nevada                             )

                                                             )  ss.

COUNTY OF Clark                            )

This instrument was acknowledged before me on December 16, 2004 by Robert R. Black, Sr. as Sole Manager of RBG, LLC.

	/s/ Kimberly Schroeder
Kimberly Schroeder	NOTARY PUBLIC
Notary Public State of Nevada
No. 96-4320-1
My appt. exp. July 18, 2008	My commission expires:	7/18/08

STATE OF Nevada                             )

                                                             )  ss.

COUNTY OF Clark                            )

This instrument was acknowledged before me on December 16, 2004 by Robert R. Black, Sr. as Chief Executive Officer of VIRGIN RIVER CASINO CORPORATION.

	/s/ Kimberly Schroeder
Kimberly Schroeder	NOTARY PUBLIC
Notary Public State of Nevada
No. 96-4320-1
My appt. exp. July 18, 2008	My commission expires:	7/18/08

STATE OF Nevada                             )

                                                             )  ss.

COUNTY OF Clark                            )

This instrument was acknowledged before me on December 16, 2004 by Robert R. Black, Sr. as Sole Manager of its Manager, RBG, LLC of CASABLANCA RESORTS, LLC.

	/s/ Kimberly Schroeder
Kimberly Schroeder	NOTARY PUBLIC
Notary Public State of Nevada
No. 96-4320-1
My appt. exp. July 18, 2008	My commission expires:	7/18/08

STATE OF Nevada                             )

                                                             )  ss.

COUNTY OF Clark                            )

This instrument was acknowledged before me on December 16, 2004 by Robert R. Black, Sr. as Sole Manager of OASIS INTERVAL OWNERSHIP, LLC.

	/s/ Kimberly Schroeder
Kimberly Schroeder	NOTARY PUBLIC
Notary Public State of Nevada
No. 96-4320-1
My appt. exp. July 18, 2008	My commission expires:	7/18/08

STATE OF Nevada                             )

                                                             )  ss.

COUNTY OF Clark                            )

This instrument was acknowledged before me on December 16, 2004 by Robert R. Black, Sr. as Chief Executive Officer of B & B B, INC.

	/s/ Kimberly Schroeder
Kimberly Schroeder	NOTARY PUBLIC
Notary Public State of Nevada
No. 96-4320-1
My appt. exp. July 18, 2008	My commission expires:	7/18/08

Schedule 1

Borrowers’ Organizational File Numbers

Borrower	Nevada File Number
RBG, LLC	LLC 501-1997
VIRGIN RIVER CASINO CORPORATION	C5296-1988
CASABLANCA RESORTS, LLC	LLC 1224-2001
OASIS INTERVAL OWNERSHIP, LLC	LLC 5723-2001
B & B B, INC.	C10343-1989

Exhibit A

Description of Real Properties

PARCEL ONE (l):

THAT PORTION OF THE NORTH HALF (N ¹/2) OF THE NORTHEAST QUARTER (NE ¹/4) OF SECTION 16, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B. & M, DESCRIBED AS FOLLOWS:

PARCEL 1 AS SHOWN BY MAP THEREOF IN FILE 93 OF PARCEL MAPS, PAGE 35, IN THE OFFICE OF THE COUNTY RECORDER, CLARK COUNTY, NEVADA.

PARCEL FIVE (5) “THE CASINO PARCEL” (FEEPARCEL):

A PARCEL OF LAND SITUATED WITHIN TRACT 44, SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.M., CITY OF MESQUITE, CLARK COUNTY, NEVADA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

PARCELS ONE (1) AND TWO (2) AS SHOWN BY MAP THEREOF IN FILE 95, PAGE 42 OF PARCEL MAPS, AS RECORDED IN THE OFFICIAL RECORDS OF THE CLARK COUNTY RECORDER;

INCLUDING THE FOLLOWING DESCRIBED PARCEL OF LAND; BEGINNING AT THE SOUTHWEST CORNER OF PARCEL ONE (1) OF FILE 95, PAGE 42 OF PARCEL MAPS;

THENCE SOUTH 88°21’47” WEST ALONG THE SOUTH BOUNDARY OF SAID TRACT 44 A DISTANCE OF 668.96 FEET TO A POINT OF INTERSECTION WITH AN EXISTING FENCELINE OF OCCUPATION, AS SHOWN ON RECORD OF SURVEY FILE 69, PAGE 60 OF SURVEY MAPS;

THENCE NORTH 01°44’37” WEST ALONG SAID FENCELINE A DISTANCE OF 905.80 FEET TO THE END OF FENCE;

THENCE NORTH 10°32’53” WEST A DISTANCE OF 68.75 FEET TO A POINT OF INTERSECTION ON THE SOUTHERLY RIGHT-OF-WAY OF INTERSTATE 15;

THENCE ALONG SAID RIGHT-OF-WAY NORTH 70°57’41” EAST A DISTANCE OF 584.60 FEET TO A POINT OF CURVE;

THENCE ALONG A CURVE TO THE RIGHT IN A NORTHEASTERLY DIRECTION HAVING A CENTRAL ANGLE OF 01°36’10”, A RADIUS OF 4899.81 FEET, A TANGENT OF 68.54 FEET AND AN ARC LENGTH OF 137.07 FEET TO THE NORTHWEST CORNER OF SAID PARCEL ONE (1);

THENCE SOUTH 01°02’59” EAST ALONG THE WESTERLY BOUNDARY OF SAID PARCEL A DISTANCE OF 1169.68 FEET TO A POINT OF INTERSECTION WITH THE SAID SOUTHERLY BOUNDARY OF TRACT 44, SAID INTERSECTION BEING THE POINT OF BEGINNING.

EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF MESQUITE FOR A PUBLIC STREET RECORDED MAY 12, 1995 IN BOOK 950512 AS DOCUMENT NO. 01341.

PARCEL SEVEN (7):

AN EASEMENT FOR GOLF COURSE CART PATHS AND INCIDENTAL PURPOSES OVER THE FOLLOWING DESCRIBED PROPERTY:

A STRIP OF LAND 54.00 FEET WIDE BEING A PORTION OF GOVERNMENT TRACTS 47 AND 48 IN SECTIONS 13 AND 24, TOWNSHIP 13 SOUTH, RANGE 70 EAST AND SECTIONS 18 AND 19, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B. &M., IN THE CITY OF MESQUITE, CLARK COUNTY, STATE OF NEVADA, THE NORTHERLY LINE OF WHICH IS DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID TRACT 48, SAID POINT BEING DISTANT THEREON SOUTH 89°09’41” WEST 765.00 FEET FROM CORNER NO. AP 1 OF SAID TRACT 48; THENCE ALONG SAID LINE NORTH 89°09’41” EAST 765.00 FEET TO SAID CORNER; THENCE ALONG THE NORTHERLY LINE OF SAID TRACT 47, NORTH 88°54’43” EAST 325.27 FEET. THE SOUTHERLY SIDELINE OF SAID STRIP SHALL BE PROLONGED SO AS TO TERMINATE IN A LINE BEARING SOUTH 0°08’04” WEST FROM THE POINT OF BEGINNING AND A LINE BEARING SOUTH 01°19’00” EAST FROM THE END.

PARCEL EIGHT (8):

AN EASEMENT FOR ACCESS ROAD AND INCIDENTAL PURPOSES OVER THE FOLLOWING DESCRIBED PROPERTY:

PARCEL A:

A STRIP OF LAND 56.00 FEET WIDE BEING A PORTION OF GOVERNMENT TRACTS 44 AND 45 IN SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B. &M. IN THE CITY OF MESQUITE, CLARK COUNTY, STATE OF NEVADA, LYING 28.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE:

BEGINNING AT A POINT IN THE SOUTHERLY LINE OF SAID TRACT 44, SAID POINT BEING DISTANT THEREON SOUTH 88°54’43” WEST 100.00 FEET FROM CORNER NO. AP 4 OF SAID TRACT 44; THENCE NORTH 02°19’57” WEST 910.11 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 300.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 44°18’51” A DISTANCE OF 232.00 FEET; THENCE TANGENT TO SAID CURVE NORTH 41°58’54” EAST 91.42 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 300.00 FEET; THENCE NORTHEASTERLY ALONG SAID LAST MENTIONED CURVE THROUGH A CENTRAL ANGLE OF 32°22’20” A DISTANCE OF 169.50 FEET TO A LINE BEARING SOUTH 01°36’51” EAST FROM A POINT IN THE NORTHERLY LINE OF SAID TRACT 45; SAID POINT BEING DISTANT THEREON NORTH 88°23’09” EAST 172.00 FEET FROM CORNER NO. AP 3 OF SAID TRACT 45.

THE SIDELINES OF SAID STRIP OF LAND SHALL BE PROLONGED OR SHORTENED SO AS TO TERMINATE IN SAID SOUTHERLY LINE OF TRACT 44 AND IN SAID LINE BEARING SOUTH 01°36’51” EAST.

PARCEL B:

A STRIP OF LAND 50.00 FEET WIDE BEING A PORTION OF GOVERNMENT TRACT 45 IN SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B. &M., IN THE CITY OF MESQUITE, CLARK COUNTY, STATE OF NEVADA, IN THE NORTHERLY LINE OF WHICH IS DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID TRACT 45, SAID POINT BEING DISTANT THEREON NORTH 88°23’09” EAST 172.00 FEET FROM THE CORNER AP 3 OF SAID TRACT 45; THENCE ALONG SAID LINE NORTH 88°23’09” EAST 290.00 FEET.

PARCEL NINE (9):

AN EASEMENT FOR A WATER STORAGE POND AND INCIDENTAL PURPOSES OVER THE FOLLOWING DESCRIBED PROPERTY:

THE PORTION OF GOVERNMENT TRACT 47 IN SECTION 19, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B., &M. IN THE CITY OF MESQUITE, CLARK COUNTY, STATE OF NEVADA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWEST CORNER OF SAID TRACT 47, THENCE ALONG THE NORTHERLY LINE OF SAID TRACT 47 FROM CORNER NO. AP 2 NORTH 88°54’43” EAST 1292.98 FEET TO CORNER NO. AP 1 OF SAID TRACT 47; THENCE NORTH 88°25’46”EAST 1319.83 FEET; THENCE SOUTH 01°18’56” EAST 622.00 FEET; THENCE SOUTH 85°47’02” WEST 1321.50 FEET TO A POINT IN THE EASTERLY BOUNDARY OF SAID TRACT 47; THENCE SOUTH 71°37’56” WEST 384.61 FEET; THENCE SOUTH 0l°19’00” EAST 1029.14 FEET TO THE TRUE POINT OF BEGINNING;

THENCE SOUTH 48°00’34” WEST 795.57 FEET; THENCE SOUTH 69°26’15” WEST 508.66 FEET; THENCE SOUTH 01°21’51” EAST 117.04 FEET TO THE SOUTHERLY LINE OF SAID TRACT 47; THENCE ALONG SAID SOUTHERLY LINE NORTH 88°38’09” EAST 1083.52 FEET TO THE SOUTHERLY PROLONGATION OF THAT CERTAIN COURSE DESCRIBE ABOVE AS HAVING A BEARING OF SOUTH 01°19’00” EAST; THENCE NORTH 01°19’00” WEST 802.31 FEET TO THE TRUE POINT OF BEGINNING.

PARCEL TEN (10):

AN EASEMENT FOR CONSTRUCTION OF LEVEE EMBANKMENT FOR THE PULSIPHER WASH FLOOD PLAIN WITHIN THE PULSIPHER WASH AREA OVER THE FOLLOWING DESCRIBED PROPERTY:

SUB-PARCEL ONE (1):

A STRIP OF LAND 36.00 FEET WIDE BEING A PORTION OF GOVERNMENT TRACT 44 IN SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.M., IN THE CITY OF MESQUITE, CLARK COUNTY, STATE OF NEVADA, LYING 18.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE, BEGINNING AT A POINT IN THE SOUTHERLY LINE OF SAID TRACT 44, SAID POINT BEING DISTANT THEREON SOUTH 88°54’43” WEST 242.00 FEET FROM CORNER NO. AP 4 OF SAID TRACT 44; THENCE

1^ST: NORTH 02°59’48” WEST 854.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 150.00 FEET; THENCE

2^ND: NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 57°48’24” A DISTANCE OF 151.43 FEET.

THE SIDELINES OF SAID STRIP OF LAND SHALL BE PROLONGED OR SHORTENED SO AS TO TERMINATE IN SAID SOUTHERLY LINE OF TRACT NO. 44.

SUB-PARCEL TWO (2):

A STRIP OF LAND 36.00 FEET WIDE BEING A PORTION OF GOVERNMENT TRACTS 44 AND 45 IN SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.M., IN THE CITY OF MESQUITE, CLARK COUNTY, STATE OF NEVADA, LYING 18.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE,

BEGINNING AT A POINT IN THE WESTERLY LINE OF SAID TRACT 45, SAID POINT BEING DISTANT THEREON SOUTH 01°18’39” EAST 140.04 FEET FROM CORNER NO. AP 3 OF SAID TRACT 45; THENCE ALONG SAID LINE AND ITS PROLONGATION

l^ST: NORTH 01°18’39” WEST 220.04 FEET; THENCE

2^ND: NORTH 32°12’18” EAST 144.52 FEET; THENCE

3^RD: NORTH 66°32’09” EAST 65.00 FEET.

PARCEL TWELVE (12):

AMENDED LOTS TWENTY-SIX (26) AND TWENTY-SEVEN (27) OF MAP OF DIVISION INTO LARGE PARCELS FOR THE CITY OF MESQUITE, AS SHOWN BY MAP I FILE IN BOOK 2 OF MISCELLANEOUS MAPS, PAGE 37 IN THE OFFICE OF THE COUNTY RECORDER OF CLARK COUNTY, NEVADA.

PARCEL FOURTEEN (14):CASINO LAND

THAT PORTION OF THE TRACT 42 OF SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B. & M., ACCORDING TO THAT CERTAIN INDEPENDENT RESURVEY APPROVED APRIL 17, 1935 AND THAT PORTION OF GOVERNMENT LOT 8 OF SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B. & M. ACCORDING TO THAT CERTAIN INDEPENDENT RESURVEY ACCEPTED MAY 16, 1935 AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

LOTS ONE (1) AND THREE (3) AS SHOWN BY MAP THEREOF IN FILE 59 OF PARCEL MAPS, PAGE 21, IN THE OFFICE OF THE COUNTY RECORDER, CLARK COUNTY, NEVADA.

EXCEPTING FROM LOT ONE (1) ANY PORTION OF OLD MILL ROAD AS DEDICATED FOR PUBLIC USE BY DEED OF DEDICATION RECORDED JANUARY 22, 2001 IN BOOK 20020122 AS DOCUMENT NO. 01073 OF OFFICIAL RECORDS.

PARCEL 14-A: TIMESHARE PARCEL (PEPPERMILL)

THAT PORTION OF TRACT 42 OF SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B. & M., ACCORDING TO THAT CERTAIN INDEPENDENT RESURVEY APPROVED APRIL 17, 1935 AND THAT PORTION OF GOVERNMENT LOT 8 OF SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B., & M., ACCORDING TO THAT CERTAIN INDEPENDENT RESURVEY ACCEPTED MAY 16, 1935 AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

LOT FOUR (4) AS SHOWN BY MAP THEREOF IN FILE 59 OF PARCEL MAPS, PAGE 21, IN THE OFFICE OF THE COUNTY RECORDER, CLARK COUNTY, NEVADA.

PARCEL 14-B:

A NON-EXCLUSIVE EASEMENT RUNNING TO THE BENEFIT OF LOT 4 AS SHOWN IN FILE 59 OF PARCEL MAPS PAGE 21, FOR INGRESS AND EGRESS OVER LOTS 1 AND 2 OF PARCEL MAP FILED IN FILE 59 OF PARCEL MAPS PAGE 21, AS SHOWN ON SAID PARCEL MAP, AND AS SET FORTH IN DECLARATION OF TIME SHARE COVENANT CONDITIONS AND RESTRICTIONS FOR PEPPERMILL PALMS RECORDED DECEMBER 23, 1998 IN BOOK 881223 AS DOCUMENT NO. 00882 OF OFFICIAL RECORDS; TOGETHER WITH THOSE CERTAIN RIGHTS GRANTED TO THE PEPPERMILL PALMS PROPERTY OWNERS ASSOCIATION AS SET FORTH IN GRANT OF NON-EXCLUSIVE LICENSE RECORDED MAY 15, 1996 IN BOOK 960515 AS DOCUMENT NO. 01731 OF OFFICIAL RECORDS.

PARCEL FIFTEEN (15): TIME SHARE PARCEL (GRAND DESTINATION)

THAT PORTION OF THE SOUTHWEST QUARTER (SW ¹/4) OF THE NORTHWEST QUARTER (NW ¹/4) OF SECTION 17 AND SOUTHEAST QUARTER (SE ¹/4) OF THE NORTHEAST QUARTER (NE ¹/4) OF SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B.& M., DESCRIBED AS FOLLOWS:

PARCEL TWO (2) AS SHOWN BY MAP THEREOF IN FILE 80 OF PARCEL MAPS, PAGE 56, AS AMENDED BY CERTIFICATES OF AMENDMENT RECORDED OCTOBER 28, 1994 IN BOOK 941028 AS DOCUMENT NO. 01337 AND MARCH 15, 1995 IN BOOK 950315 AS DOCUMENT NO. 01033, IN THE OFFICE OF THE COUNTY RECORDER, CLARK COUNTY, NEVADA.

PARCEL 15-A:

A NON-EXCLUSIVE EASEMENT RUNNING TO THE BENEFIT OF PARCEL II FOR INGRESS, EGRESS, USE AND ENJOYMENT OF THE COMMON AREAS OF LOTS 1, 2, 3, AND 4 AS SHOWN ON THE PARCEL MAP FILED IN FILE 59 AT PAGE 21 OF PARCEL MAPS, AND AS SET FORTH IN THE DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS RECORDED NOVEMBER 15, 1994 IN BOOK 941115 A DOCUMENT NO. 01215 AND RE-RECORDED ON DECEMBER 14, 1994 IN BOOK 941214 AS DOCUMENT NO. 0131, AND ASSET FORTH IN THAT CERTAIN HOTEL FACILITIES USE AND EASEMENT AGREEMENT RECORDED NOVEMBER 17, 1994, IN BOOK 941117 AS DOCUMENT NO. 01421, AS RE-RECORDED ON DECEMBER 14, 1994 IN BOOK 941214 AS DOCUMENT NO. 00132 AND AS AMENDED IN DOCUMENT RECORDED JULY 21, 2000 IN BOOK 20000721 AS DOCUMENT NO. 00265, ALL OF OFFICIAL RECORDS.

PARCEL SIXTEEN (16): CASINO PARCEL

THAT PORTION OF THE SOUTHWEST QUARTER (SW ¹/4) OF THE NORTHWEST QUARTER (NW ¹/4) OF SECTION 17 AND SOUTHEAST QUARTER (SE ¹/4) OF THE NORTHEAST QUARTER (NE ¹/4) OF SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B.& M., DESCRIBED AS FOLLOWS:

PARCELS ONE (1) AND TWO (2) AS SHOWN BY MAP THEREOF IN FILE 96 OF PARCEL MAPS, PAGE 89 IN THE OFFICE OF THE COUNTY RECORDER, CLARK COUNTY, NEVADA.

EXCEPTING FROM PARCEL ONE (1) ANY OF OLD MILL ROAD AS DEDICATED FOR PUBLIC USE BY A DEED OF DEDICATION RECORDED JANUARY 22, 2001 IN BOOK 20010122 AS DOCUMENT NO. 01073 OF OFFICIAL RECORDS

PARCELS 14, 14-A, 15, 16 AND 19 ARE DESCRIBED AS A WHOLE AS FOLLOWS:

A PORTION OF LOT 1, ALL OF LOTS 3 AND 4, FILE 59, PAGE 21, OF PARCEL MAPS, ALL OF PARCEL 2, FILE 80, PAGE 56 OF PARCEL MAPS, AND A PORTION OF PARCEL 1 AND ALL OF PARCEL 2, FILE 96, PAGE 89 OF PARCEL MAPS, AS RECORDED IN THE OFFICIAL RECORDS OF CLARK COUNTY, NEVADA, AND LOCATED IN TRACT 42, TOWNSHIP 13 SOUTH, RANGE 71 EAST, MOUNT DIABLO BASE AND MERIDIAN, WITHIN THE CITY OF MESQUITE, CLARK COUNTY, NEVADA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE NORTH RIGHT-OF-WAY LINE OF MESQUITE BOULEVARD (A 120.00 FOOT DEDICATED RIGHT-OF-WAY) THAT IS SOUTH 88°45’10” WEST 59.21 FEET ALONG THE MONUMENT LINE AND NORTH 01°14’50” WEST, 60.00 FEET FROM A BRASS CAP MONUMENT AT THE CENTERLINE INTERSECTION OF SAID MESQUITE BOULEVARD AND RIVERSIDE ROAD AND SAID POINT ALSO BEING SOUTH 88°30’40” WEST, 69.12 FEET ALONG THE TRACT LINE AND NORTH 01°29’20” WEST 11.71 FEET FROM A BRASS CAP MONUMENT AT ANGLE POINT 4, TRACT 42, TOWNSHIP 13 SOUTH, RANGE 71 EAST, MOUNT DIABLO BASE AND MERIDIAN, AS RECORDED ON THE RECORD OF SURVEY FOR THE CITY OF MESQUITE IN FILE 74 PAGE 27 OF SURVEYS IN THE OFFICIAL RECORDS OF CLARK, COUNTY, NEVADA AND RUNNING:

THENCE SOUTH 88°45’10” WEST 2004.78 FEET ALONG THE NORTH LINE OF SAID MESQUITE BOULEVARD TO A EASTERLY RIGHT OF WAY LINE OF INTERSTATE 15; THENCE NORTH 09°51’48” EAST, 158.92 FEET ALONG THE EAST LINE TO A SOUTHERLY LINE OF SAID INTERSTATE 15; THENCE NORTH 70°01’34” EAST 515.218 FEET ALONG THE SOUTH LINE OF SAID INTERSTATE 15; THENCE NORTHEASTERLY 1042.60 FEET ALONG THE ARC OF A 5,189.23 FOOT RADIUS CURVE TO THE LEFT WITH A CENTRAL ANGLE OF 11°30’42” AND THE CENTER BEARS NORTH 19°58’17” WEST, ALONG THE SOUTH LINE OF SAID INTERSTATE 15; THENCE NORTH 58°31’0l” EAST, 820.63 FEET ALONG THE SOUTH LINE OF SAID INTERSTATE 15 TO THE WEST LINE OF THAT CERTAIN PARCEL MAP FOR TOMMY R. AND MARY LYNN F. LEAVITT AS RECORDED IN FILE 94, PAGE 55 OF PARCELMAPS; THENCE SOUTH 01°23’43” EAST 581.87 FEET ALONG THE SAID WEST LINE TO A WESTERLY LINE OF OLD MILL ROAD (A 62.00 FOOT DEDICATED RIGHT OF WAY) AS DEDICATED BY THAT DEED OF DEDICATION RECORDED JANUARY 22, 2001 IN BOOK 20010122, INSTRUMENT NO. 01073; THENCE SOUTHWESTERLY 255.19 FEET ALONG THE ARC OF A 630.00 FOOT RADIUS NON-TANGENT CURVE TO THE LEFT WITH A CENTRAL ANGLE OF 20°28’48” AND THE CENTER BEARS SOUTH 69°27’30” EAST, ALONG THE WEST LINE OF SAID OLD MILL ROAD; THENCE SOUTHWESTERLY 198.76 FEET ALONG THE ARC OF A 470.00 FOOT RADIUS CURVE TO THE RIGHT WITH A CENTRAL ANGLE OF 24°13’47” AND THE CENTER BEARS NORTH 89°56’18” WEST, ALONG THE WEST LINE OF SAID OLD MILL ROAD; THENCE NORTH 65°42’31” WEST 10.00 FEET TO THEWEST LINE OF SAID OLD MILL ROAD; THENCE SOUTHWESTERLY 163.21 FEET ALONG THE ARC OF A 540.00 FOOT RADIUS CURVE TO THE LEFT WITH A CENTRAL ANGLE OF 17°19’02” AND THE CENTER BEARS SOUTH 65°42’31” EAST, ALONG THE WEST LINE OF SAID OLD MILL ROAD; THENCE SOUTHWESTERLY 35.68 FEET ALONG THE ARC OF A 25.00 FOOT RADIUS CURVE TO THE RIGHT WITH A CENTRAL ANGLE OF 81°46’43” AND THE CENTER BEARS NORTH 83°01’33” WEST, TO THE NORTH LINE OF SAID MESQUITE BOULEVARD TO THE POINT OF

PARCEL SEVENTEEN (17): TRUST LAND TRANSFERRED

THAT PORTION OF THE NORTH HALF (N ¹/2) OF THE SOUTHEAST QUARTER (SE ¹/4) OF SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.M., DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE SOUTH RIGHT-OF-WAY LINE OF MESQUITE BOULEVARD (A 120.00 FOOT DEDICATED RIGHT-OF-WAY) THAT IS SOUTH 88°45’10” WEST 1250.01 FEET ALONG THE MONUMENT LINE AND SOUTH 01°14’50” EAST 60.00 FEET FROM A BRASS CAP MONUMENT AT THE CENTERLINE INTERSECTION OF SAID MESQUITE BOULEVARD AND RIVERSIDE ROAD AND SAID POINT ALSO BEING SOUTH 88°30’40” WEST 1260.42 FEET ALONG THE TRACT LINE AND SOUTH 01°29’20” EAST 103.26 FEET FROM A BRASS CAP MONUMENT AT ANGLE POINT 4, TRACT 42, TOWNSHIP 13 SOUTH, RANGE 71 EAST, MOUNT DIABLO BASE AND MERIDIAN AS RECORDED ON THE RECORD OF SURVEY FOR THE CITY OF MESQUITE IN FILE 74, PAGE 27 OF SURVEYS IN THE OFFICIAL RECORDS OF CLARK COUNTY, NEVADA AND RUNNING:

THENCE NORTH 88°45’10” EAST 343.44 FEET ALONG SAID SOUTH RIGHT-OF-WAY LINE OF MESQUITE BOULEVARD;

THENCE SOUTH 01°17’49” EAST 45.79 FEET;

THENCE NORTH 89°35’45” EAST 2.57 FEET;

THENCE SOUTH 00°49’36” EAST 79.79 FEET;

THENCE SOUTH 88°52’11” WEST 18.99 FEET;

THENCE SOUTH 01°18’13” EAST 39.04 FEET;

THENCE NORTH 88°52’11” EAST 18.85 FEET;

THENCE SOUTH 00°59’29” EAST 59.70 FEET;

THENCE SOUTH 88°00’18” WEST 18.61 FEET;

THENCE SOUTH 01°12’58” EAST 145.11 FEET;

THENCE NORTH 88°21’24” EAST 19.29 FEET;

THENCE SOUTH 01°26’55” EAST 97.16 FEET;

THENCE SOUTH 00°31’27” EAST 12.12 FEET;

THENCE SOUTH 86°51’50” WEST 19.53 FEET;

THENCE SOUTH 01°16’47” EAST 81.39 FEET TO THE NORTH RIGHT-OF-WAY LINE OF SMOKEY LANE (A 51.00 FOOT DEDICATED RIGHT-OF-WAY) AS DEDICATED BY THAT DEED OF DEDICATION RECORDED MAY 12, 1995 IN BOOK 950512, INSTRUMENT NO. 01339;

THENCE SOUTH 88°03’00” WEST 354.28 FEET ALONG THE NORTH LINE OF SAID SMOKEY LANE; THENCE NORTHWESTERLY 39.54 FEET ALONG THE ARC OF A 25.00 FOOT RADIUS CURVE TO THE RIGHT WITH A CENTRAL ANGLE OF 90°37’01” AND THE CENTER BEARS NORTH 01°57’00” WEST, TO THE EAST LINE OF PULSIPHER LANE (AN 80.00 FOOT DEDICATED RIGHT-OF-WAY) AS DEDICATED BY THAT DEED OF DEDICATION RECORDED MAY 12, 1995 IN BOOK 950512, INSTRUMENT NO. 01340; THENCE NORTH 01°19’59” WEST 486.19 FEET ALONG THE EAST LINE OF SAID PULSIPHER LANE; THENCE NORTHEASTERLY 84.90 FEET ALONG THE ARC OF A 54.00 FOOT RADIUS CURVE TO THE RIGHT WITH A CENTRAL ANGLE OF 90°05’09” AND THE CENTER BEARS SOUTH 88°40’01” WEST, TO THE SOUTH LINE OF SAID MESQUITE BOULEVARD AND THE POINT OF BEGINNING.

SAID LAND IS ALSO SHOWN AS PARCEL 1 OF THAT CERTAIN PARCEL MAP FILED IN FILE 100 PAGE 0084 OF PARCEL MAPS.

TOGETHER WITH A NON-EXCLUSIVE EASEMENT TO USE, OPERATE, MAINTAIN, REPAIR AND REPLACE A RIGHT OF WAY FOR PEDESTRIAN AND MOTOR VEHICLE INGRESS AND EGRESS ACROSS PARCEL 2 OF PARCEL MAP FILED IN FILE 100 OF PARCEL MAPS, PAGE 0084; ALSO A PERPETUAL EASEMENT FOR WATER DRAINAGE AND FOR THE UTILITIES, PROPANE TANKS, FIRE HYDRANTS AND RAMPS LOCATED ON SAID PARCEL 2 OF PARCEL MAP FILE 100 OF PARCEL MAPS PAGE 0084, ALL AS SET FORTH IN THAT CERTAIN EASEMENT AGREEMENT RECORDED JUNE 29, 2001 IN BOOK 20010629 AS DOCUMENT NUMBER 01646 OF OFFICIAL RECORDS.

PARCEL EIGHTEEN (l8): TRUST LAND TRANSFERRED

THAT PORTION OF TRACT 43 IN SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.M., ACCORDING TO INDEPENDENT RESURVEY APPROVED APRIL 17, 1935, DESCRIBED AS FOLLOWS:

COMMENCING AT A POINT ON THE SOUTH RIGHT-OF-WAY LINE OF MESQUITE BOULEVARD (A 120.00 FOOT DEDICATED RIGHT-OF-WAY) THAT IS SOUTH 88°45’10” WEST 280.39 FEET ALONG THE MONUMENT LINE AND SOUTH 01°14’50” EAST 60.00 FEET FROM A BRASS CAP MONUMENT AT THE CENTERLINE INTERSECTION OF SAID MESQUITE BOULEVARD AND RIVERSIDE ROAD AND SAID POINT ALSO BEING SOUTH 88°30’40” WEST 290.81 FEET ALONG THE TRACT LINE AND SOUTH 01°29’20” EAST 107.35 FEET FROM A BRASS CAP MONUMENT AT ANGLE POINT 4, TRACT 42, TOWNSHIP 13 SOUTH, RANGE 71 EAST, MOUNT DIABLO BASE AND MERIDIAN AS RECORDED ON THE RECORD OF SURVEY FOR THE CITY OF MESQUITE IN FILE 74, PAGE 27 OF SURVEYS IN THE OFFICIAL RECORDS OF CLARK COUNTY, NEVADA.

THENCE SOUTH 01°40’11” EAST 214.65 FEET ALONG A LINE ESTABLISHED BY AN AGREEMENT BETWEEN JOSEPH L. BOWLER AND VERNON FREHNER AS RECORDED ON THAT CERTAIN RECORD OF SURVEY FOR JOSEPH L. BOWLER IN FILE 55, PAGE 30 OF SURVEYS TO THE TRUE POINT OF BEGINNING, AND RUNNING: THENCE NORTH 88°30’40” EAST 241.11 FEET TO THE WEST RIGHT-OF-WAY LINE OF RIVERSIDE ROAD (AN 80.00 FOOT DEDICATED RIGHT-OF-WAY); THENCE SOUTH 01°43’45”EAST, 311.46 FEET

ALONG THE WEST LINE OF SAID RIVERSIDE ROAD; THENCE SOUTHWESTERLY 39.17 FEET ALONG THE ARC OF A 25.00 FOOT RADIUS CURVE TO THE RIGHT WITH A CENTRAL ANGLE OF 89°46’45” AND THE CENTER BEARS SOUTH 88°16’15” WEST, TO THE NORTH LINE OF SMOKEY LANE (A 51.00 FOOT DEDICATED RIGHT-OF-WAY)AS RECORDED MAY 12, 1995, IN BOOK 950512, INSTRUMENT NO. 01339; THENCE SOUTH 88°03’00” WEST 230.56 FEET ALONG THE NORTH LINE OF SAID SMOKEY LANE; THENCE NORTH 01°36’37” WEST 338.42 FEET; THENCE NORTH 88°30’40” EAST, 13.65 FEET TO THE POINT OF BEGINNING.

SAID LAND IS ALSO SHOWN AS PARCEL 3 OF PARCEL MAPS FILED IN FILE 100 PAGE 0084 OF PARCEL MAPS.

PARCEL NINETEEN (19): CASINO LAND

THAT PORTION OF TRACT 42, IN SECTION 17, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.M., CITY OF MESQUITE, CLARK COUNTY, NEVADA, DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST NORTHWESTERLY CORNER OF LOT 3 AS SHOWN BY MAP THEREOF ON FILE IN FILE 94, PAGE 55 OF PARCEL MAPS IN THE CLARK COUNTY RECORDER’S OFFICE, CLARK COUNTY, NEVADA, SAID POINT BEING ON THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF INTERSTATE ROUTE 15; THENCE SOUTH 01°23’43” EAST ALONG THE WEST LINE OF SAID PARCEL MAP AND ITS SOUTHERLY PROLONGATION, 581.87 FEET TO A POINT ON THE NORTHWESTERLY RIGHT-OF-WAY OF OLD MILL ROAD AS DEEDED TO THE CITY OF MESQUITE ON JANUARY 22, 2001, BY DEED OF DEDICATION, RECORDED IN BOOK 20010122 OF OFFICIAL RECORDS AS INSTRUMENT NO. 01073 IN THE CLARK COUNTY RECORDER’S OFFICE, CLARK COUNTY, NEVADA; THENCE FROM A TANGENT BEARING SOUTH 20°32’30” WEST, CURVING TO THE LEFT ALONG SAID NORTHWESTERLY RIGHT-OF-WAY LINE OF OLD MILL ROAD, HAVING A RADIUS OF 630.00 FEET, CONCAVE SOUTHEASTERLY, THROUGH A CENTRAL ANGLE OF 03°39’11”, AN ARC LENGTH OF 40.17 FEET TO A POINT ON THE EAST LINE OF PARCEL 1 AS SHOWN BY MAP THEREOF ON FILE IN FILE 96, PAGE 89 OF PARCEL MAPS IN THE CLARK COUNTY RECORDER’S OFFICE, CLARK COUNTY; NEVADA, A RADIAL LINE TO SAID POINT BEARS NORTH 73°06’41” WEST; THENCE NORTH 00°54’40” WEST ALONG SAID EAST LINE 614.61 FEET TO A POINT ON SAID SOUTHEASTERLY RIGHT-OF-WAY LINE OF INTERSTATE ROUTE 15; THENCE NORTH 58°31’01” EAST ALONG SAID SOUTHEASTERLY RIGHT-OF-WAY LINE, 9.96 FEET TO THE POINT OF BEGINNING.

PARCEL TWENTY (20): CASINO LAND

A PORTION OF THE WEST HALF (W ¹/2) OF THE SOUTHWEST QUARTER (SW ¹/4) OF THE SOUTHWEST QUARTER (SW ¹/4) OF THE NORTHWEST QUARTER (NW ¹/4) OF SECTION 17, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.M., EXCEPTING THEREFROM ANY PORTION OF OLD MILL ROAD AS DEDICATED FOR PUBLIC USE BY A DEED OF DEDICATION RECORDED JANUARY 22, 2001 IN BOOK 20010122 AS DOCUMENT NO. 01073 OF OFFICIAL RECORDS, AND DESCRIBED BY METES AND BOUNDS AS FOLLOWS:

A PORTION OF LOT 1, FILE 59, PAGE 21 OF PARCEL MAPS, AND A PORTION OF PARCEL 1, FILE 96, PAGE 89 OF PARCEL MAPS AS RECORDED IN THE OFFICIAL RECORDS OF CLARK COUNTY, NEVADA, AND LOCATED IN TRACT 42, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M D B& .M, WITHIN THE CITY OF MESQUITE, CLARK COUNTY, NEVADA AND BEING MORE PARTICULARLY DESCRIBED AS:

BEGINNING AT A POINT ON THE NORTH RIGHT OF WAY LINE OF MESQUITE BOULEVARD (A 120.00 FOOT DEDICATED RIGHT OF WAY) THAT IS NORTH 88°45’10” EAST 74.59 FEET ALONG THE MONUMENT LINE AND NORTH 01°14’50” WEST 60.00 FEET FROM A BRASS CAP MONUMENT AT THE CENTERLINE INTERSECTION OF SAID MESQUITE BOULEVARD AND RIVERSIDE ROAD AND SAID POINT ALSO BEING SOUTH 88°35’46” WEST 64.66 FEET ALONG THE TRACT LINE AND NORTH 01°24’14” WEST 11.25 FEET FROM A BRASS CAP MONUMENT AT ANGLE POINT 4, TRACT 42, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M D B &M AS RECORDED ON THE RECORD OF SURVEY FOR THE CITY OF MESQUITE IN FILE 74 PAGE 27 OF SURVEYS IN THE OFFICIAL RECORDS OF CLARK COUNTY, NEVADA AND RUNNING:

THENCE NORTHWESTERLY 43.96 FEET ALONG THE ARC OF A 25.00 FOOT RADIUS CURVE TO THE RIGHT WITH A CENTRAL ANGLE OF 100°45’14” AND THE CENTER BEARS NORTH 01°14’50” WEST, TO A EAST RIGHT OF WAY LINE OF OLD MILL ROAD (AN 82.00 FOOT DEDICATED RIGHT OF WAY) AS DEDICATED BY THAT DEED OF DEDICATION RECORDED JANUARY 22, 2001 IN BOOK 20010122, INSTRUMENT NO. 01073; THENCE NORTHEASTERLY 118.18 FEET ALONG THE ARC OF A 458.00 FOOT RADIUS CURVE TO THE RIGHT WITH A CENTRAL ANGLE OF 14°47’05” AND THE CENTER BEARS SOUTH 80°29’36” EAST; ALONG THE EAST LINE OF SAID OLD MILL ROAD; THENCE NORTH 65°42’31” WEST 10.00 FEET TO THE EAST LINE OF SAID OLD MILL ROAD; THENCE NORTHEASTERLY 104.69 FEET ALONG THE ARC OF A 532.00 FOOT RADIUS CURVE TO THE LEFT WITH A CENTRAL ANGLE OF 11°16’30” AND THE CENTER BEARS NORTH 65°42’31” WEST, ALONG THE EAST LINE OF SAID OLD MILL ROAD; THENCE SOUTH 01°23’43’’ EAST, 244.25 FEET TO AND ALONG THE WEST LINE OF THAT CERTAIN RECORD OF SURVEY, APN 670-210-005 FOR NEPHI JENSEN AS RECORDED IN FILE 96, PAGE 98 OF SURVEYS TO THE NORTH LINE OF SATO MESQUITE BOULEVARD; THENCE SOUTH 88°45’10” WEST 39.33 FEET ALONG THE NORTH LINE OF SAID MESQUITE BOULEVARD TO THE POINT OF BEGINNING.

Exhibit B-1

Ground Leases

Lease dated June 2, 1995, by and between River View Limited Liability Company, a Nevada limited liability company, as Lessor, and Players Mesquite Golf Club, Inc., a Nevada corporation, as lessee, as disclosed by a Memorandum of Lease thereof recorded in the Official Records of the County of Clark, State of Nevada on June 7, 1995 in Book 950607 as Document Number 00510; as modified by an instrument executed by Lessor and Players Mesquite Golf Club, Inc., as lessee, said instrument recorded August 31, 1995 in Book 950831 of Official Records as Document Number 03232; as modified by an instrument executed by Lessor and Players Mesquite Golf Club, Inc., as lessee, said instrument recorded March 25, 1997 in Book 970325 of Official Records as Document Number 01933; as assigned by an Assignment of the Lessee’s interest in said Lease executed by Players Mesquite Golf Club, Inc. to RBG, LLC, a Nevada limited liability company, recorded March 19, 1997 in Book 970319 as document number 00217 of Official Records.

Lease Agreement dated September 1, 1997 by and between M.D.W. Mesquite, LLC, a Nevada limited liability company, as landlord, and RBG, LLC, a Nevada limited liability company, as tenant, as amended by that certain First Amendment to Lease Agreement, dated January 5, 1999 (the “M.D.W. Lease”).

Lease Agreement dated April 11, 1990, by and between Virgin River Casino Corporation, a Nevada corporation, as Landlord, and B & BB, Inc., a Nevada corporation, as Tenant, as amended by that certain First Addendum to Lease dated as of January 11, 1991, as amended by that certain Second Amendment to Lease dated as of May 15, 1991, as amended by that certain Third Amendment to Lease dated as of January 1, 1992, as amended by that certain Fourth Amendment to Lease dated as of November 17, 1992, as amended by that certain Fifth Amendment to Lease dated as of September 3, 1993, as amended by that certain Sixth Amendment to Lease dated as of December 28, 1993, as amended by that certain Seventh Amendment to Lease dated as of June 1, 1994, as amended by that certain Eighth Amendment to Lease dated as of March 1, 1995, as amended by that certain Ninth Amendment to Lease dated as of January 1, 1999, and as further amended by that certain Tenth Amendment to Lease dated as of July 1, 2000.

Exhibit B-2

Leased Land

PARCEL SIX (6): LEASEHOLD GOLF COURSE PARCEL:

A PARCEL OF LAND SITUATED WITHIN A PORTION OF GOVERNMENT TRACTS 45, 47 AND 48 TOWNSHIP 13 SOUTH, RANGE 70 AND 71 EAST INCLUDING PORTIONS OF GOVERNMENT LOTS 1, 2, 4 AND 5 SECTION 24, TOWNSHIP 13 SOUTH, RANGE 70 EAST, M.D.M., IN THE CITY OF MESQUITE, CLARK COUNTY, STATE OF NEVADA, DESCRIBED AS A WHOLE AS FOLLOWS:

BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID TRACT 47, SAID POINT BEING DISTANCE THEREON NORTH 88°54’43” EAST 325.27 FEET FROM CORNER NO. AP 2 OF SAID TRACT 47; THENCE

1^ST:ALONG SAID NORTHERLY LINE NORTH 88°54’43” EAST 967.71 FEET TO CORNER NO. AP 1 OF SAID TRACT 47; THENCE

2^ND:NORTH 88°25’46” EAST 1,319.83 FEET; THENCE

3^RD:SOUTH 1°18’56” EAST 622.00 FEET; THENCE

4^TH:SOUTH 82°36’27” WEST 1,697.05 FEET; THENCE

5^TH:SOUTH 1°19’00” EAST 814.93 FEET; THENCE

6^TH:SOUTH 59°22’00” WEST 224.48 FEET; THENCE

7^TH:SOUTH 83°21’02” WEST 165.66 FEET; THENCE

8^TH:SOUTH 47°45’13” WEST 154.02 FEET; THENCE

9^TH:SOUTH 0°18’40” WEST 476.96 FEET; THENCE

10^TH:SOUTH 57°23’50” WEST 280.00 FEET; THENCE

11^TH:NORTH 65°35’31” WEST 95.53 FEET; THENCE

12^TH:SOUTH 69°26’15” WEST 283.52 FEET; THENCE

13^TH:SOUTH 82°58’31” WEST 276.41 FEET; THENCE

14^TH:NORTH 54°06’01” WEST 333.14 FEET; THENCE

15^TH:NORTH 73°49’56” WEST 279.46 FEET; THENCE

16^TH:NORTH 83°02’35” WEST 173.51 FEET; THENCE

17^TH:SOUTH 3°53’51” WEST 111.01 FEET; THENCE

18^TH:SOUTH 76°36’05” WEST 134.35 FEET; THENCE

19^TH:SOUTH 47°19’10” WEST 297.27 FEET; THENCE

20^TH:SOUTH 65°55’34” WEST 33.46 FEET; THENCE

21^ST:SOUTH 14°39’50” EAST 81.14 FEET; THENCE

22^ND:SOUTH 4°57’37” EAST 212.99 FEET; THENCE

23^RD:SOUTH 34°14’55” EAST 139.30 FEET TO THE EASTERLY LINE OF SAID GOVERNMENT LOT 4; THENCE

24^TH:ALONG SAID EASTERLY LINE SOUTH 0°49’36” EAST 186.69 FEET

25^TH:SOUTH 39°40’29” WEST 401.25 FEET; THENCE

26^TH:NORTH 81°07’12” WEST 541.64 FEET; THENCE

27^TH:NORTH 73°24’36” WEST 73.44 FEET; THENCE

28^TH:SOUTH 63°55’10” WEST 40.51 FEET; THENCE

29^TH:NORTH 89°21’36” WEST 200.77 FEET; THENCE

30^TH:NORTH 55°39’10” WEST 97.78 FEET; THENCE

31^ST:SOUTH 47°36’10” WEST 178.98 FEET; THENCE

32^ND:SOUTH 66°38’13” WEST 128.53 FEET; THENCE

33^RD:SOUTH 4l°35’07” EAST 88.60 FEET; THENCE

34^TH:SOUTH 31°21’05” WEST 273.76 FEET; THENCE

35^TH:SOUTH 62°23’48” WEST 191.31 FEET; THENCE

36^TH:SOUTH 86°48’27” WEST 375.82 FEET; THENCE

37^TH:SOUTH 58°43’24” WEST 195.82 FEET TO THE SOUTHERLY LINE OF SAID GOVERNMENT LOT 5; THENCE ALONG THE BOUNDARIES OF SAID LOT 5 THE FOLLOWING TWO COURSES; THENCE

38^TH:SOUTH 89°07’01” WEST 400.26 FEET TO THE WEST LINE THEREOF; THENCE

39^TH:NORTH 0°48’22” WEST 1,347.51 FEET TO THE SOUTHWESTERLY CORNER OF SAID LOT 2; THENCE

40^TH:ALONG THE WESTERLY LINE OF SAID LOT 2, NORTH 0°50’00” WEST 400.66 FEET TO THE SOUTHEASTERLY LINE OF INTERSTATE 15; THENCE ALONG THE BOUNDARY OF SAID INTERSTATE THE FOLLOWING THREE COURSES,

41^ST:NORTH 48°23’14” EAST 102.62 FEET; THENCE

42^ND:NORTH 0°54’11” WEST 134.87 FEET; THENCE

43^RD:NORTH 48°25’31” EAST 3,146.69 FEET TO THE NORTHERLY LINE OF SAID TRACT 48; THENCE

44^TH:ALONG SAID NORTHERLY LINE NORTH 89°09’41” EAST 809.67 FEET TO A POINT THEREON DISTANT WESTERLY 765.00 FEET FROM AP 1 OF SAID TRACT 48; THENCE

45^TH:SOUTH 0°08’04” WEST 396.93 FEET; THENCE

46^TH:SOUTH 6l°24’22” WEST 370.88 FEET; THENCE

47^TH:SOUTH 68°05’09” WEST 285.75 FEET; THENCE

48^TH:SOUTH 62°37’02” WEST 636.97 FEET; THENCE

49^TH:SOUTH 29°18’35” WEST 460.35 FEET; THENCE

50^TH:SOUTH 40°30’03” WEST 389.21 FEET; THENCE

51^ST:SOUTH 53°14’49” WEST 863.69 FEET; THENCE

52^ND:SOUTH 87°16’05” WEST 216.96 FEET; THENCE

53^RD:SOUTH 03°44’43’’ WEST 912.08 FEET; THENCE

54^TH:NORTH 84°14’18” EAST 256.81 FEET; THENCE

55^TH:NORTH 63°22’46” EAST 591.67 FEET; THENCE

56^TH:SOUTH 81°38’26” EAST 622.24 FEET; THENCE

57^TH:NORTH 11°53’12” EAST 401.43 FEET; THENCE

58^TH:NORTH 18°09’07” EAST 410.78 FEET; THENCE

59^TH:NORTH 23°58’25” EAST 159.12 FEET; THENCE

60^TH:NORTH 20°59’49” EAST 190.64 FEET; THENCE

61^ST:NORTH 31°49’12” EAST 181.64 FEET; THENCE

62^ND:NORTH 43°29’00”  EAST 144.87 FEET; THENCE

63^RD:NORTH 58°06’52” EAST 141.27 FEET; THENCE

64^TH:NORTH 76°13’57” EAST 181.01 FEET; THENCE

65^TH:SOUTH 64°38’02” EAST 129.18 FEET; THENCE

66^TH:SOUTH 39°25’17” EAST 110.49 FEET; THENCE

67^TH:SOUTH 22°12’37” EAST 184.27 FEET; THENCE

68^TH:SOUTH 46°47’30” EAST 92.89 FEET; THENCE

69^TH:SOUTH 63°00’16” EAST 102.39 FEET; THENCE

70^TH:SOUTH 88°12’04” EAST 527.06 FEET; THENCE

71^ST:NORTH 64°21’23” EAST 614.21 FEET; THENCE

72^ND:NORTH 1°19’00” WEST 1,614.48 FEET TO THE POINT OF BEGINNING.

EXCEPT THEREFROM THAT PORTION WHICH LIES WITHIN SAID GOVERNMENT LOT 2.

PARCEL ELEVEN (11): (LEASEHOLD PARCEL)

COMMENCING AT A POINT 20 RODS NORTH OF THE SOUTHWEST CORNER OF THE NORTHEAST QUARTER (NE ¹/4) OF THE SOUTHEAST QUARTER (SE ¹/4) OF SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.M.; THENCE EAST 40 RODS; THENCE NORTH 20 RODS; THENCE WEST 40 RODS; THENCE SOUTH 20 RODS TO THE PLACE OF BEGINNING.

EXCEPTING THEREFROM ANY PORTION LYING WITHIN PULSIPHER LANE AND SMOKEY LANE AS DESCRIBED IN DEED OF DEDICATION TO THE CITY OF MESQUITE RECORDED MAY 12, 1995 IN BOOK 950512 AS DOCUMENT NO. 01344 OF OFFICIAL RECORDS.

PARCEL TWELVE (12):

AMENDED LOTS TWENTY-SIX (26) AND TWENTY-SEVEN (27) OF MAP OF DIVISION INTO LARGE PARCELS FOR THE CITY OF MESQUITE, AS SHOWN BY MAP I FILE IN BOOK 2 OF MISCELLANEOUS MAPS, PAGE 37 IN THE OFFICE OF THE COUNTY RECORDER OF CLARK COUNTY, NEVADA.

EX-2.24

Exhibit 2.24

APN:	402-18-025
	402-18-023
	402-18-011
	402-18-012
	402-19-003
	402-19-004
	402-41-010
	402-42-011

PREPARED BY, RECORDING REQUESTED BY,

AND WHEN RECORDED MAIL TO:

Paul, Hastings, Janofsky & Walker LLP

515 South Flower Street, 25th Floor
Los Angeles, California 90071

Attention:  Stacy M. Hopkins, Esq.

LEASEHOLD AND FEE DEED OF TRUST, ASSIGNMENT OF RENTS AND
LEASES, SECURITY AGREEMENT AND FIXTURE FILING

by and from

OASIS RECREATIONAL PROPERTIES, INC., as “Grantor”

to

TRANSNATION TITLE INSURANCE COMPANY, as “Trustee”

for the benefit of

WELLS FARGO FOOTHILL, INC.,
in its capacity as the arranger and administrative agent, its successors and assigns,
as its interests may appear, “Beneficiary”

Dated as of December 20, 2004

Location:	711 Palms Boulevard
City:	Littlefield
County:	Mohave
State:	Arizona

LEASEHOLD AND FEE DEED OF TRUST, ASSIGNMENT OF RENTS AND
LEASES, SECURITY AGREEMENT AND FIXTURE FILING

(Arizona)

THIS LEASEHOLD AND FEE DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust”) is dated as of December 20, 2004, by and from OASIS RECREATIONAL PROPERTIES, INC., a Nevada corporation (“Grantor”), whose address is 950 West Mesquite Blvd., Mesquite, Nevada, 89027, to TRANSNATION TITLE INSURANCE COMPANY (“Trustee”), whose address is 1316 Stockton Hill Road, Kingman, Arizona 86401 for the benefit of WELLS FARGO FOOTHILL, INC., a California corporation, in its capacity as the arranger and administrative agent, its successors and assigns, as its interests may appear (“Agent”) pursuant to the Credit Agreement (as defined below), whose address is 2450 Colorado Avenue, Suite 3000 West, Santa Monica, California 90404 (Agent, together with its successors and assigns, is referred to herein as  “Beneficiary”).

THE MAXIMUM AMOUNT OF PRINCIPAL TO BE SECURED HEREBY IS $15,000,000; PROVIDED THAT IN NO EVENT SHALL THE AGGREGATE PRINCIPAL BALANCE SECURED HEREBY, EXCLUSIVE OF INTEREST, FEES AND EXPENSES, FOR THE BENEFIT OF THE HOLDERS EXCEED $15,000,000.00.

RECITALS:

WHEREAS, (i) Grantor, (ii) RBG, LLC (“RBG”), a Nevada limited liability company, (iii) VIRGIN RIVER CASINO CORPORATION (“Virgin River”), a Nevada corporation, (iv) CASABLANCA RESORTS, LLC (“Casablanca”), a Nevada limited liability company, (v) OASIS INTERVAL OWNERSHIP, LLC (“Oasis”), a Nevada limited liability company, (vi) OASIS INTERVAL MANAGEMENT, LLC (“Oasis Interval Management”), a Nevada limited liability company, (vii) B & B B, INC. (“B&BB”), a Nevada corporation, (viii) Agent, and (ix) the Lenders (as defined in the Credit Agreement) have entered into that certain Credit Agreement dated as of December 20, 2004 (as amended, restated, supplemented or otherwise modified heretofore or hereinafter from time to time, the “Credit Agreement”), which Credit Agreement provides for a revolving loan in the principal amount as specified in said Credit Agreement.  Grantor, RBG, Virgin River, Casablanca, Oasis, Oasis Interval Management, and B&BB are collectively referred to herein as “Borrowers”.  Agent and the Lenders are unwilling to enter into the Credit Agreement and make available to Borrowers the credit facilities provided therein unless Grantor, among other things, secures the Obligations of Borrowers under the Credit Agreement and the other Loan Documents (as such terms are defined in the Credit Agreement) by delivering this Deed of Trust.

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WHEREAS, Grantor is receiving a good and valuable benefit, the sufficiency and receipt of which is hereby acknowledged, from Agent and Lenders entering into the Credit Agreement with Borrowers.

The parties acknowledge that certain provisions of this Deed of Trust may be subject to the laws, rules and regulations of the Gaming Authorities (as defined herein).

ARTICLE 1

DEFINITIONS

Section 1.1Definitions.  All capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Credit Agreement.  As used herein, the following terms shall have the following meanings:

(a)“Applicable Gaming Laws”: shall mean the laws, rules and regulations of the Gaming Authorities (as defined herein).

(b)“Event of Default”: shall have the meaning ascribed to such term in Article 5 hereof.

(c)“Gaming Authorities”: means any agency, authority, board, bureau, commission, department, office or instrumentality of any nature whatsoever of the United States federal government, any foreign government, any state, province or city or other political subdivision or otherwise, whether now or hereafter existing, or any officer or official thereof, including, without limitation, the Nevada Gaming Commission, the Nevada State Gaming Control Board, the Clark County Liquor and Gaming Licensing Board and any other agency, in each case, with authority to regulate any gaming operation (or proposed gaming operation) owned, managed or operated by the Issuers or any of the subsidiaries.

(d)“Indebtedness”: All obligations of Grantor and any of the Borrowers to Beneficiary, including, without limitation, (1) the repayment of all amounts outstanding from time to time under the Credit Agreement and the other Loan Documents, with such indebtedness maturing on the Maturity Date (as defined in the Credit Agreement), including principal, interest (including all interest that, but for the provisions of the Bankruptcy Code, would have accrued), and other amounts which may now or hereafter be advanced as Advances, (2) the full and prompt performance of any and all repayment, fee, and indemnification obligations with respect to any Letters of Credit, (3) fees, costs, expenses, charges and indemnification obligations accrued, incurred or arising in connection with any Loan Document, (4) any and all future advances made pursuant to the terms of the Credit Agreement, and (5) all other payment Obligations.  The Credit Agreement contains a revolving credit facility that permits Borrowers to borrow certain principal amounts, repay all or a portion of such principal amounts, and reborrow the amounts previously paid to Beneficiary, all upon satisfaction

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of certain conditions stated in the Credit Agreement.  This Deed of Trust secures all Advances and re-advances under the revolving credit feature of the Credit Agreement.

(e)“Intangible Property”: means any and all intangible personal property, including, without limitation, (a) the rights to use all names and all derivations thereof now or hereafter used by the Grantor in connection with the Land, or the Improvements (as defined herein), including, without limitation, the names “Oasis Recreational Properties, Inc.,” and “Palms Golf Course” and any variations thereof, together with the goodwill associated therewith, and all names, logos, and designs used by Grantor, or in connection with the Land or the Improvements or in which Grantor has rights, with the exclusive right to use such names, logos and designs wherever they are now or hereafter used in connection with the Land or the Improvements, and any and all other trade names, trademarks or service marks, whether or not registered, now or hereafter used in the operation of the Land or the Improvements, including, without limitation, any interest as a licensee or franchisee, and, in each case, together with the goodwill associated therewith; (b) maps, plans, specifications, surveys, studies, tests, reports, data and drawings relating to the development of the Land or the Improvements and the construction of the Improvements, including, without limitation, all marketing plans, feasibility studies, soil tests, design contracts and all contracts and agreements of Grantor relating thereto and all architectural, structural, mechanical and engineering plans and specifications, studies, data and drawings prepared for or relating to the development of the Land or the Trust Property or the construction, renovation or restoration of any of the Improvements or the extraction of minerals, sand, gravel or other valuable substances from the Land; (c) any and all books, records, customer lists (including lists or information derived from or related to the Player Tracking System described within the definition of “Tangible Property”), concession agreements, supply or service contracts, licenses, permits, governmental approvals (to the extent such licenses, permits and approvals may be pledged under applicable law), signs, goodwill, casino and hotel credit and charge records, supplier lists, checking accounts, safe deposit boxes (excluding the contents of such deposit boxes owned by persons other than Grantor or any of their subsidiaries), cash, instruments, any and all “chattel paper” as such term is defined in Section 9-102 of the UCC, documents, unearned premiums, deposits, refunds, including but not limited to income tax refunds, prepaid expenses, rebates, tax and insurance escrow and impound accounts, if any, actions and rights in action, and all other claims, and all other contract rights and general intangibles resulting from or used in connection with the operation of the Trust Property and in which Grantor now or hereafter has rights; (d) all of Grantor’s documents, instruments, contract rights, and general intangibles including, without limitation, all insurance policies, permits, licenses, franchises and agreements required for the use, occupancy or operation of the Land, or any of the Improvements (to the extent such licenses, permits and approvals are not prohibited from being pledged under applicable law); (e) general intangibles, vacation license resort agreements or other time share license or right to use agreements with respect to the Land, the Improvements and/or the business being conducted thereon, including, without limitation, all rents, issues, profits, income and maintenance fees resulting therefrom; whether any of the foregoing is now owned or hereafter acquired and (f) any and all licenses, permits, variances, special permits, franchises, certificates, rulings,

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certifications, validations, exemptions, filings, registrations, authorizations, consents, approvals, waivers, orders, rights and agreements (including options, option rights and contract rights) now or hereafter obtained by Grantor from any governmental, administrative or regulatory agency, authority, department, commission, board, bureau or instrumentality of the United States, any state of the United States, or any political subdivision thereof, including, without limitation, any gaming authority, or any court, arbitrator or quasi-judicial authority having or claiming jurisdiction over the Land, the Tangible Property, the Trust Property or any other element of the Trust Property or providing access thereto, or the operation of any business on, at, or from the Land, including, without limitation, any gaming licenses.

(f)“Inventory”: as such term is defined in Section 9-102 of the UCC, including without limitation and in any event, all goods (whether such goods are in the possession of Grantor or a lessee, bailee or other person for sale, lease, storage, transit, processing, use or otherwise and whether consisting of whole goods, spare parts, components, supplies, materials or consigned or returned or repossessed goods) which are held for sale or lease or are to be furnished (or which have been furnished) under any contract of service or which are raw materials or work in progress or materials used or consumed in any of Grantor’s businesses;

(g)“Obligations”: All of the agreements, covenants, conditions, warranties, representations and other obligations of Grantor and the Borrowers under the Credit Agreement and the other Loan Documents, including, but not limited to, the “Obligations,” as defined in the Credit Agreement, but specifically excluding the Bank Product Obligations (as defined in the Credit Agreement).  This Deed of Trust is not security or collateral for the Bank Product Obligations.

(h)“Permitted Liens”: shall have the meaning ascribed to such term in the Credit Agreement.

(i)“Personalty”: means the Intangible Property and the Tangible Property.

(j)“Security Agreement”: means that certain Security Agreement dated as of the date hereof by and among the Agent and the grantors listed on the signature pages thereof and those additional entities that may become parties thereto by executing the form of Supplement attached thereto as Annex 1.

(k)“Tangible Property”:  means any and all tangible personal property, including, without limitation, all goods, equipment, supplies, building and other materials of every nature whatsoever and all other tangible personal property constituting a part or portion of the Trust Property and/or used in the operation of any hotel, casino, restaurant, store, parking facility, special events arena, theme park, and any other commercial operations on the Trust Property, including but not limited to Inventory, communication systems, visual and electronic surveillance systems and transportation systems and not constituting a part of the real property subject to the liens of this Deed of Trust and including all property and materials stored on all or any portion of the Trust

5

Property in which Grantor has an interest and all tools, utensils, food and beverage, liquor, uniforms, linens, housekeeping and maintenance supplies, vehicles, fuel, advertising and promotional material, blueprints, surveys, plans and other documents relating to the Land or the Improvements, and all construction materials and all Fixtures (as defined herein), including, but not limited to, all gaming equipment and devices which are used in connection with the operation of the Trust Property and those items of Fixtures which are purchased or leased by Grantor, machinery and any other item of personal property in which Grantor now or hereafter owns or acquires an interest or right, and which are used or useful in the construction, operation, use and occupancy of the Trust Property; to the extent permitted by the applicable contract or applicable law, all financial equipment, computer equipment, Player Tracking Systems (including all computer hardware, operating software programs and all right, title and interest in and to any applicable license therefore), calculators, adding machines, video game and slot machines, and any other electronic equipment of every nature used or located on any part of the Trust Property, and all present and future right, title and interest of Grantor in and to any casino operator’s agreement, license agreement or sublease agreement used in connection with the Trust Property.

(l)“Trust Property”:  All of Grantor’s right, title and interest in and to (1) the fee interest in the real property described in Exhibit A attached hereto and incorporated herein by this reference, together with any greater estate therein now owned or as hereafter may be acquired by Grantor (the “Land”), (2) all improvements now owned or hereafter acquired by Grantor, now or at any time situated, placed or constructed upon the Land (the “Improvements”; the Land and Improvements are collectively referred to herein as the “Premises”), (3) all materials, supplies, equipment, apparatus and other items of personal property now owned or hereafter acquired by Grantor and now or hereafter attached to or installed in any of the Improvements or the Land, and water, gas, electrical, telephone, storm and sanitary sewer facilities and all other utilities whether or not situated in easements (the “Fixtures”), (4) all reserves, escrows or impounds required under the Credit Agreement and all deposit accounts maintained by Grantor with respect to the Trust Property (the “Deposit Accounts”), (5) those certain lease agreements described in Exhibit B-1 attached hereto and by this reference incorporated herein, as they may be amended, modified and extended thereof (collectively, the “Ground Leases”) by and between Grantor, as lessee, and that certain party referenced on said Exhibit B-1, as lessor (“Lessor”), as the same may be amended, restated, renewed or extended from time to time, and the leasehold estates created thereby in that certain real property, located in the County of Mohave, State of Arizona and described in Exhibit B-2 (the “Leased Land”), (6) all existing and future leases, subleases, licenses, concessions, occupancy agreements, lease guarantees or other agreements (written or oral, now or at any time in effect) which grant to any Person a possessory interest in, or the right to use or occupy, all or any part of the Trust Property, whether made before or after the filing by or against Grantor of any petition for relief under the Bankruptcy Code, together with any extension, renewal or replacement of the same and together with all related security and other deposits (and together with the Ground Leases, the “Leases”), (7) all of the rents, additional rents, revenues, royalties, income, proceeds, profits, early termination fees or payments, security and other types of

6

deposits, and other benefits paid or payable by parties to the Leases for using, leasing, licensing, possessing, operating from, residing in, selling or otherwise enjoying the Trust Property or any part thereof, whether paid or accruing before or after the filing by or against Grantor of any petition for relief under the Bankruptcy Code, including, without limitation, all rights to payment for hotel room occupancy by hotel guests, which includes any payment or monies received or to be received in whole or in part, whether actual or deemed to be, for the sale of services or products in connection therewith and/or in connection with such occupancy, advance registration fees by hotel guests, tour or junket proceeds and deposits for conventions and/or party reservations (collectively, the “Rents”), (8) all other agreements, such as construction contracts, architects’ agreements, engineers’ contracts, utility contracts, maintenance agreements, management agreements, service contracts, listing agreements, guaranties, warranties, permits, licenses, certificates and entitlements in any way relating to the construction, use, occupancy, operation, maintenance, enjoyment or ownership of the Trust Property (the “Property Agreements”), (9) all rights, privileges, tenements, hereditaments, rights-of-way, easements, appendages and appurtenances appertaining to the foregoing, (10) all property tax refunds, utility refunds and rebates, earned or received at any time (the “Tax Refunds”), (11) all accessions, replacements and substitutions for any of the foregoing and all proceeds thereof (the “Proceeds”), (12) all insurance policies, unearned premiums therefor and proceeds from such policies covering any of the above property now or hereafter acquired by Grantor (the “Insurance”), (13) any awards, damages, remunerations, reimbursements, settlements or compensation heretofore made or hereafter to be made by any governmental authority pertaining to the Land, Improvements or Fixtures (the “Condemnation Awards”), (14) all of Grantor’s rights to appear and defend any action or proceeding brought with respect to the Trust Property and to commence any action or proceeding to protect the interest of Grantor in the Trust Property, (15) all rights, powers, privileges, options and other benefits of Grantor as lessor under the Leases, including, without limitation, the immediate and continuing right to claim for, receive, collect and receive all Rents payable or receivable under the Leases or pursuant thereto (and to apply the same to the payment of the Indebtedness and the Obligations), and to do all other things which Grantor or any lessor is or may become entitled to do under the Leases, (16) all water rights, water stock, water permits and other rights to the use of water that are now or that may be hereinafter used in connection with the said Trust Property, or any part thereof, or any improvements or appurtenances thereto, (17) all oil and gas and other mineral rights, if any, in or pertaining to the Land and all royalty, leasehold and other rights of Grantor pertaining thereto, and (18) all right, title and interest of Grantor in and to all Tangible Property and Intangible Property (except, with respect to Gaming Licenses, as prohibited by Applicable Gaming Laws) now or at any time hereafter located on or appurtenant to the Trust Property and used or useful in connection with the ownership, management or operation of the Trust Property, including, without limitations, the Personalty.  As used in this Deed of Trust, the term “Trust Property” shall mean all or, where the context permits or requires, any portion of the above or any interest therein.  THE TERM “TRUST PROPERTY” IS INTENDED TO EXCLUDE (I) ALL ITEMS OF PERSONAL PROPERTY IN WHICH BENEFICIARY HAS OBTAINED AND/OR PERFECTED A SECURITY INTEREST

7

UNDER SEPARATE INSTRUMENTS AND (II) THE EXCLUDED ASSETS, AS SUCH TERM IS DEFINED IN THE SECURITY AGREEMENT.

(m)“UCC”:  The Uniform Commercial Code of the state in which the Land is located or, if the creation, perfection and enforcement of any security interest herein granted is governed by the laws of a state other than the state in which the Land is located, then, as to the matter in question, the Uniform Commercial Code in effect in that state.

ARTICLE 2

GRANT

Section 2.1Grant.  For and in consideration of good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, and in order to secure the indebtedness and other obligations of Grantor herein set forth, to secure the full and timely payment of the Indebtedness and the full and timely performance of the Obligations, Grantor hereby GRANTS, BARGAINS, ASSIGNS, TRANSFERS, SELLS, WARRANTS and CONVEYS, to Trustee the Trust Property, subject, however, to the Permitted Liens, TO HAVE AND TO HOLD the Trust Property and all parts, rights and appurtenances thereof to Trustee, IN TRUST, WITH POWER OF SALE, and Grantor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title to the Trust Property unto Trustee.

TO HAVE AND TO HOLD the Trust Property, together with all and singular the parts, rights, privileges, hereditaments, and appurtenances thereto in any ways belonging or appertaining, to the use, benefit, and behoof of Trustee, its successors and assigns, in trust for the benefit of Beneficiary, in fee simple forever.  Notwithstanding anything to the contrary contained in the immediately preceding sentence, Grantor hereby agrees and acknowledges that the Indebtedness secured by this Deed of Trust includes a revolving loan and is intended to secure future advances; accordingly, this Deed of Trust shall not be canceled by the full and complete repayment of the Indebtedness, so long as the Credit Agreement remains in force and effect.

ARTICLE 3

WARRANTIES, REPRESENTATIONS AND COVENANTS

Grantor warrants, represents and covenants to Beneficiary as follows:

Section 3.1Title to Trust Property and Lien of this Instrument.  Each Grantor has (i) good, marketable and insurable fee simple title to the Land (as more particularly described on Exhibit A attached hereto) and owns all Improvements located thereon, (ii) good, marketable and insurable title in the leasehold estates comprising a portion of the Trust Property which were created pursuant to the Ground Leases, (iii) good title to the balance of the Trust Property owned by it, each of the foregoing free and clear of all Liens whatsoever except the Permitted Liens and (iv) subject to the Applicable Gaming Laws, full power and lawful authority to encumber the Trust Property in the manner and form set forth in this Deed of Trust.  This Deed of Trust

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creates valid, enforceable first priority liens and security interests against the Trust Property.

Section 3.2First Lien Status.  Grantor shall preserve and protect the first lien and security interest status of this Deed of Trust and the other Loan Documents.  If any lien or security interest, other than the Permitted Liens, is asserted against the Trust Property, Grantor shall promptly, and at its expense, (a) give Beneficiary a detailed written notice of such lien or security interest (including origin, amount and other terms), and (b) pay the underlying claim in full or take such other action so as to cause it to be released or contest the same in compliance with the requirements of the Credit Agreement (including the requirement of providing a bond or other security satisfactory to Beneficiary).

Section 3.3Payment and Performance.  Grantor shall pay the Indebtedness when due under the Loan Documents and shall perform or cause the Borrowers to perform the Obligations in full when they are required to be performed.

Section 3.4Replacement of Fixtures.  Grantor shall not, without the prior written consent of Beneficiary, permit any of the Fixtures to be removed at any time from the Land or Improvements, unless the removed item is removed temporarily for maintenance and repair or, if removed permanently, is obsolete and is replaced by an article of equal or better suitability and value, owned by Grantor subject to the liens and security interests of this Deed of Trust and the other Loan Documents, and free and clear of any other lien or security interest except such as may be permitted under the Credit Agreement or first approved in writing by Beneficiary.

Section 3.5Inspection.  Grantor shall permit Beneficiary and its agents, representatives and employees to inspect the Trust Property and all books and records of Grantor located thereon, and to conduct such environmental and engineering studies as Beneficiary may require.  Provided that no Event of Default exists, all such testing and investigation shall be conducted at reasonable times and upon reasonable prior notice to Grantor.  Beneficiary shall restore the Trust Property to the condition it was in immediately prior to such testing and investigation.

Section 3.6Contracts.  Each material contract which is part of the Trust Property (each, a “Contract”), (i) is the genuine, legal, valid, and binding obligation of Grantor, (ii) is enforceable against Grantor in accordance with its terms, (iii) is in full force and effect and is, to the best knowledge of Grantor, not subject to any setoffs, defenses, overdue taxes, counterclaims or other claims, nor have any of the foregoing been asserted or alleged as to any Contract, and (iv) is, to the best knowledge of each Grantor, in all material respects, in compliance with all applicable laws, whether federal, state, local or foreign (“Applicable Laws”).  Neither Grantor nor, to the best knowledge of Grantor, any other party to any Contract is in default in the performance or observance of any of the terms thereof.  No party to any Contract is the United States government or an instrumentality thereof.

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Section 3.7Leases.  Grantor has delivered to Beneficiary true, correct and complete copies of all Leases, including all amendments thereof and modifications thereto.  Each Lease and each Ground Lease (i) is the genuine, legal, valid and binding obligation of Grantor that is a party thereto, (ii) is enforceable against Grantor that is a party thereto and, to the best knowledge of Grantor, each other party thereto, in accordance with its terms, (iii) is in full force and effect and, to the best knowledge of each Grantor, is not subject to any setoffs, defenses, taxes, counterclaims or other claims, nor have any of the foregoing been asserted or alleged as to any Lease, and (iv) is, to the best knowledge of each Grantor, in compliance with all Applicable Laws.

Section 3.8Construction of Improvements. All Improvements have been and will be constructed in all material respects in accordance with Applicable Laws and all requirements of Governmental Authorities and governmental approvals. To the best knowledge of the Grantor, the Improvements are free from latent and patent defects, and do not require any material repairs, reconstruction or replacement on the date hereof (except for any material repairs, reconstruction or replacement that do not have a material adverse effect on the value of the Improvements and do not materially and adversely affect Grantor’s use and operation of the Improvements).

Section 3.9Other Covenants.  All of the covenants in the Credit Agreement are incorporated herein by reference and, together with covenants in this Article 3, shall, to the extent applicable, be covenants running with the land.

Section 3.10Condemnation Awards and Insurance Proceeds.

(a)Condemnation Awards.  There are no pending or, to the best knowledge of Grantor, threatened condemnation or eminent domain proceedings against the Trust Property or any part thereof.  Grantor, immediately upon obtaining knowledge of the institution of any proceedings for the condemnation of the Trust Property or any portion thereof, will notify Beneficiary of the pendency of such proceedings.  Except as set forth in the Credit Agreement, Beneficiary may participate in any such proceedings and Grantor from time to time will deliver to Beneficiary all instruments requested by it to permit such participation.  Grantor assigns all awards and compensation to which it is entitled for any condemnation or other taking, or any purchase in lieu thereof, to Beneficiary and authorizes Beneficiary to collect and receive such awards and compensation and to give proper receipts and acquittances therefor, subject to the terms of the Credit Agreement. Grantor hereby waives all rights to such awards and compensation described in the foregoing sentence.  Grantor, upon request by Beneficiary, shall make, execute and deliver any and all instruments requested for the purpose of confirming the assignment of the aforesaid awards and compensation to Beneficiary free and clear of any liens, charges or encumbrances of any kind or nature whatsoever.

(b)Insurance Proceeds.  Grantor assigns to Beneficiary all proceeds of any insurance policies insuring against loss or damage to the Trust Property.  Except as set forth in the Credit Agreement, Grantor authorizes Beneficiary to collect and receive such proceeds and authorizes and directs the issuer of each of such insurance

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policies to make payment for all such losses directly to Beneficiary, instead of to Grantor and Beneficiary jointly, as more specifically described in the Credit Agreement.  In the event that the issuer of such insurance policy fails to disburse directly or solely to Beneficiary but disburses instead either solely to Grantor or to Grantor and Beneficiary, jointly, Grantor shall immediately endorse and transfer such proceeds to Beneficiary.  Upon Grantor’s failure to do so, Beneficiary may execute such endorsements or transfers from and in the name of Grantor, and Grantor hereby irrevocably appoints Beneficiary as Grantor’s agent and attorney-in-fact so to do.

Section 3.11Costs of Defending and Upholding the Lien.  If any action or proceeding is commenced to which action or proceeding Trustee or Beneficiary is made a party or in which it becomes necessary for Trustee or Beneficiary to defend or uphold the lien of this Deed of Trust including any extensions, renewals, amendments or modifications thereof, Grantor shall, on demand, reimburse Trustee and Beneficiary for all expenses (including, without limitation, reasonable attorneys’ fees and reasonable appellate attorneys’ fees) incurred by Trustee or Beneficiary in any such action or proceeding and all such expenses shall be secured by this Deed of Trust.  In any action or proceeding to foreclose this Deed of Trust or to recover or collect the Indebtedness, the provisions of law relating to the recovering of costs, disbursements and allowances shall prevail unaffected by this covenant.

Section 3.12TRANSFER OF THE SECURED PROPERTY.  EXCEPT AS EXPRESSLY PERMITTED PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT, GRANTOR SHALL NOT SELL, TRANSFER, PLEDGE, ENCUMBER, CREATE A SECURITY INTEREST IN, GROUND LEASE, OR OTHERWISE HYPOTHECATE, ALL OR ANY PORTION OF THE TRUST PROPERTY WITHOUT THE PRIOR WRITTEN CONSENT OF BENEFICIARY.  THE CONSENT BY BENEFICIARY TO ANY SALE, TRANSFER, PLEDGE, ENCUMBRANCE, CREATION OF A SECURITY INTEREST IN, GROUND LEASE, OR OTHER HYPOTHECATION OF, ANY PORTION OF THE TRUST PROPERTY SHALL NOT BE DEEMED TO CONSTITUTE A NOVATION OR A CONSENT TO ANY FURTHER SALE, TRANSFER, PLEDGE, ENCUMBRANCE, CREATION OF A SECURITY INTEREST IN, GROUND LEASE, OR OTHER HYPOTHECATION, OR TO WAIVE THE RIGHT OF BENEFICIARY, AT ITS OPTION, TO DECLARE THE INDEBTEDNESS SECURED HEREBY IMMEDIATELY DUE AND PAYABLE, WITHOUT NOTICE TO GRANTOR OR ANY OTHER PERSON OR ENTITY, EXCEPT AS MAY BE REQUIRED PURSUANT TO THE TERMS OF ANY APPLICABLE GROUND LEASE, UPON ANY SUCH SALE, TRANSFER, PLEDGE, ENCUMBRANCE, CREATION OF A SECURITY INTEREST, GROUND LEASE, OR OTHER HYPOTHECATION TO WHICH BENEFICIARY SHALL NOT HAVE CONSENTED.

Section 3.13Security Deposits.  To the extent required by law, or after an Event of Default has occurred and during its continuance, if required by Beneficiary, all security deposits of tenants of the Trust Property shall be treated as trust funds not to be commingled with any other funds of Grantor.  Within twenty (20) days after request

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by Beneficiary, Grantor shall furnish satisfactory evidence of compliance with this Section 3.13, as necessary, together with a statement of all security deposits deposited by the tenants and copies of all Leases not theretofore delivered to Beneficiary, as requested thereby, certified by Grantor.

ARTICLE 4

LEASEHOLD PROVISIONS

Section 4.1Deed of Trust Subject to Ground Leases. This Deed of Trust is made subject to whatever rights and interest each Lessor may have under the Ground Leases and the covenants, conditions and restrictions set forth therein.  This Deed of Trust shall not be construed so as to constitute a default under any Ground Lease pursuant to Applicable Law or the terms of such Ground Lease, and this Deed of Trust and the lien created hereby shall be of no further force and effect if deemed by a court of competent jurisdiction to violate the terms of such Ground Lease or Applicable Law.

Section 4.2Certain Covenants.  The Grantor hereby covenants to and agrees as follows:

(a)Grantor shall pay all rents, additional rents and other sums to be paid by Grantor under any Ground Lease and shall diligently perform and observe all covenants, agreements and obligations of the lessee set forth in the Ground Lease to which Grantor is a party, and not to commit, suffer or permit any material breach thereof.  If Grantor shall default under any of the Ground Leases, Beneficiary shall have the right, but not the obligation, to take any action necessary or desirable to cure any default by Grantor in the performance of any of the terms, covenants and conditions of such Ground Lease, Beneficiary being authorized to enter upon the Premises for such purposes. Any default by Grantor as lessee under any of the Ground Leases or breach of an obligation thereunder shall be a default hereunder, provided that such shall not constitute a default hereunder until the expiration of any applicable lessee notice and grace period under the Ground Leases and the failure of Grantor to cure such default or breach under the applicable Ground Lease to which it is a party within such grace period.

(b)Grantor shall give prompt notice to Beneficiary of the actual receipt by it of written notice of default served on Grantor by any Lessor, and shall promptly furnish to Beneficiary all information that it may reasonably request concerning the performance by Grantor of the covenants contained in any Ground Lease, including, without limitation, evidence of payment of ground rent, taxes, insurance premiums and operating expenses.

(c)So long as this Deed of Trust is in effect, there shall be no merger of any Ground Lease or any interest therein nor of the leasehold estates created thereby with the fee estate in the Leased Land or any portion thereof by reason of the fact that such Ground Lease or such interest therein or such leasehold estate may be held directly or indirectly by or for the account of any person who shall hold the fee estate in the Leased Land or any portion thereof or any interest of the applicable Lessor. In case

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Grantor acquires the fee title or any other estate, title or interest in the Leased Land covered by the Ground Lease, this Deed of Trust shall attach to and cover and be a lien upon the fee title or such other estate so acquired, and such fee title or other estate shall, without further assignment, mortgage or conveyance, become and be subject to the lien of and covered by this Deed of Trust.  Grantor shall notify Beneficiary of any such acquisition by Grantor and, on written request by Beneficiary, shall at its own expense cause to be executed and recorded all such other and further assurances or other instruments in writing as may in the opinion of Beneficiary be required to carry out the intent and meaning hereof.

(d)Grantor shall not surrender any Ground Lease (except a surrender upon the expiration of the term of the applicable Ground Lease or upon the termination by the Lessor thereunder pursuant to the provisions thereof) to the Lessor thereunder, or any portion thereof or of any interest therein, and no termination of any Ground Lease, by Grantor as lessee thereunder, shall be valid or effective, and subject to the provisions of the applicable Ground Lease, such Ground Lease shall not be surrendered or canceled, amended, other than in immaterial respects, or subordinated to any fee mortgage, to any lease, or to any other interest, either orally or in writing, without the prior written consent of Beneficiary so long as this Deed of Trust is in effect. Any attempted surrender, amendment (except in immaterial respects) cancellation or termination of any Ground Lease other than as expressly permitted pursuant to the terms thereof by Grantor without obtaining the prior written consent of Beneficiary shall be null and void and without force and effect on the Ground Lease, and such attempt shall constitute a default hereunder.

(e)If and to the extent required by the terms of the Ground Lease, Grantor shall promptly after the execution and delivery of this Deed of Trust or of any instrument or agreement supplemental thereto, notify each Lessor in writing of the execution and delivery thereof and deliver to each such Lessor a copy of each such Deed of Trust, instrument or agreement, as the case may be.

(f)If any Ground Lease is terminated prior to the natural expiration of its term by reason of default of Grantor, and if, pursuant to any provision of the Ground Lease, or otherwise, Beneficiary or its designee shall acquire from the Lessor thereunder a new lease of the Leased Land, or of any part of the Leased Land, Grantor shall have no right, title or interest in or to such new lease or the leasehold estate created thereby.

(g)Grantor hereby warrants the quiet and peaceful possession of the Trust Property to Trustee for the benefit of Beneficiary for so long as the Deed of Trust is in effect and further warrants and agrees to defend the leasehold estate created under each Ground Lease for the remainder of the term set forth therein against each and every person claiming the same or any part thereof.

(h)In the event of the termination, rejection, or disaffirmance of any Ground Lease by any Lessor (or by any receiver, trustee, custodian, or other party that succeeds to the rights of any Lessor) pursuant to any section or chapter of the

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Bankruptcy Code, or any similar law, whether state, federal or otherwise, relating to insolvency, reorganization or liquidation, or for the relief of debtors (each such law referred to herein as a “Bankruptcy Law” and all such laws collectively referred to herein as “Bankruptcy Laws”), Grantor hereby presently, absolutely, and irrevocably grants and assigns to Beneficiary the sole and exclusive right to make or refrain from making any election available to lessees under any Bankruptcy Law (including, without limitation, the election available pursuant to Section 365(h) of the Bankruptcy Code or any successor provision), and Grantor agrees that any such election, if made by Grantor without the prior written consent of Beneficiary (which Beneficiary would not anticipate granting due to the importance of the Ground Lease as security), shall be void and of no force or effect.

(i)In the event there is a termination, rejection, or disaffirmance of any Ground Lease by any Lessor (or by any receiver, trustee, custodian, or other party that succeeds to the rights of any Lessor) and Beneficiary elects to have the applicable Grantor remain in possession under any legal right Grantor may have to occupy the premises leased pursuant to any Ground Lease then (i) Grantor shall remain in such possession and shall perform all acts necessary for Grantor to retain its right to remain in such possession, whether such acts are required under the then existing terms and provisions of the applicable Ground Lease or otherwise, (ii) all of the terms and provisions of this Deed of Trust and the lien created hereby shall remain in full force and effect and shall be extended automatically to such possession, occupancy, and interest of Grantor, to all rights of Grantor to such possession, occupancy, and interest, and to all of Grantor’s rights and remedies against the Lessor under the Bankruptcy Laws, and (iii) Grantor hereby agrees with Beneficiary that if Grantor shall seek to offset against the rent reserved in any Ground Lease any damages or other amounts pursuant to any right of offset available to lessees under any Bankruptcy Laws for any damages sustained by reason of the failure by the applicable Lessor to perform their obligations, then not less than thirty (30) days prior to effecting any such offset, Grantor shall give written notice to Beneficiary of the amount of the proposed offset and the basis therefor, and if Beneficiary objects, within thirty (30) days after receipt of such notice, to the offset on the basis that it may constitute a breach of the Ground Lease, then Grantor shall not effect the offset of any amounts so objected to by Beneficiary and Grantor agrees that any such election, if made by Grantor without the prior written consent of Beneficiary, shall be void and of no force or effect.

(j)Grantor shall use its respective commercially reasonable efforts (not including the payment of any money or other consideration to any third party) to obtain from time to time, promptly after request by Beneficiary, from any Lessor and deliver to Beneficiary, at no cost to Beneficiary, a Lessor’s estoppel certificate thereunder in such form as may reasonably be requested by Beneficiary.  Notwithstanding the foregoing, the failure by Grantor to obtain an estoppel certificate from any Lessor shall not be deemed an Event of Default hereunder, provided that Grantor has used their respective commercially reasonable efforts to obtain such estoppel certificate.

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(k)If at any time Grantor fails to comply in any material respect with any of Grantor’s material obligations under any Ground Lease and the Lessor notifies Beneficiary thereof, then Beneficiary or Trustee may, but without obligation to do so and after providing reasonable notice to the applicable Grantor (provided that no notice shall be required in the event of an emergency or if the Ground Lease is in danger of being terminated) and without releasing Grantor from any obligation hereunder or removing or waiving any default hereunder, perform on behalf of the applicable Grantor any such obligations, and any and all costs and expenses (including, without limitation, attorneys’ fees) incurred by Beneficiary or Trustee in connection therewith shall be repayable upon demand by the Grantor, with interest thereon as set forth in the Credit Agreement, and shall be secured hereby; provided that the foregoing shall not be construed to require Beneficiary or Trustee to incur any expense or take any action with respect to Grantor’s failure to comply with any of the Grantor’s obligations under any Ground Lease.

(l)Grantor, promptly upon receiving written notice of a breach by any Lessor (or by any receiver, trustee, custodian, or other party that succeeds the rights of such Lessor) or of any inability of any Lessor to perform the terms and provisions of any Ground Lease (including, without limitation, by reason of a termination, rejection, or disaffirmance by such Lessor pursuant to any Bankruptcy Laws), which would materially impair the value of any Ground Lease, shall notify Beneficiary in writing of any such breach or inability.  Grantor hereby assigns to Beneficiary the proceeds of any claims that Grantor may have against such Lessor for any such breach or inability by such Lessor.  So long as no Event of Default has occurred and is continuing, the applicable Grantor shall have the sole right to proceed against such Lessor on Grantor’s and Beneficiary’s behalf and to receive and retain all proceeds of such claims except as otherwise provided in the Credit Agreement; during the continuance of an Event of Default, Beneficiary shall have the sole right to proceed against any Lessor, and Grantor shall cooperate with Beneficiary in such endeavor.  Grantor shall, at its expense, diligently prosecute any such proceedings, shall deliver to Beneficiary copies of all papers served in connection therewith, and shall consult and cooperate with Beneficiary and its attorneys and agents, in the carrying on and defense of any such proceedings.

(m)Notwithstanding anything to the contrary in this paragraph, if there is an Event of Default which remains uncured, then Beneficiary shall have the right, but not the obligation, to conduct and control, through counsel of Beneficiary’s choosing, all litigation and other proceedings under the Bankruptcy Laws relating to any Lessor; and any expenses incurred by Beneficiary in such litigation and proceedings shall be additional indebtedness of the Grantor secured by this Deed of Trust, shall bear interest as set forth in the Credit Agreement and shall be payable by the Grantor upon demand.  No settlement of any such proceeding shall be made by the Grantor without Beneficiary’s prior written consent.

(n)In addition to any and all other assignments contained in this Deed of Trust, Grantor hereby absolutely, presently and unconditionally assigns,

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transfers, and set over to Beneficiary all of Grantor’s claims and rights to the payment of damages, and any other remedies available to Grantor, arising from any rejection of any Ground Lease by any Lessor thereunder pursuant to any Bankruptcy Law. This assignment constitutes a present, absolute, irrevocable, and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all the indebtedness and obligations secured by this Deed of Trust shall have been satisfied and discharged in full.

Notwithstanding the foregoing, so long as no uncured Event of Default has occurred and is continuing, Grantor shall have an absolute license to assert and settle any and all such claims, and to receive and apply all proceeds thereof as Trustee shall determine in its discretion.

ARTICLE 5

DEFAULT

Section 5.1Events of Default.  The occurrence of any of the following events shall constitute an event of default under this Deed of Trust (each an “Event of Default”):

(a)an “Event of Default” (as such term is defined in the Credit Agreement) shall have occurred;

(b)Grantor’s material breach of any of the covenants set forth in this Deed of Trust; or

(c)if any material misstatement or misrepresentation exists now or hereafter in any warranty or representation set forth in Article 3 hereof.

ARTICLE 6

REMEDIES AND FORECLOSURE

Section 6.1Remedies.  If an Event of Default occurs and is continuing beyond any applicable notice and cure period, Beneficiary may, at Beneficiary’s election and by or through Trustee or otherwise, exercise any or all of the following rights, remedies and recourses:

(a)To the extent permitted under the Credit Agreement, declare the Indebtedness to be immediately due and payable, without further notice, presentment, protest, notice of intent to accelerate, notice of acceleration, demand or action of any nature whatsoever (each of which hereby is expressly waived by Grantor), whereupon the same shall become immediately due and payable.

(b)Notify all tenants of the Premises and all others obligated on leases of any part of the Premises that all rents and other sums owing on leases have been assigned to Beneficiary and are to be paid directly to Beneficiary, and to enforce payment of all obligations owing on leases, by suit, ejectment, cancellation, releasing,

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reletting or otherwise, whether or not Beneficiary has taken possession of the Premises, and to exercise whatever rights and remedies Beneficiary may have under any assignment of rents and leases.  Upon the occurrence of an Event of Default beyond any applicable notice and cure period, Beneficiary shall be the attorney-in-fact of Grantor with respect to any and all matters pertaining to the Trust Property with full power and authority to give instructions with respect to the collection and remittance of payments, to endorse check, to enforce the rights and remedies of Grantor, and to execute on behalf of Grantor and in Grantor’s name any instruction, agreement or other writing required therefor.  This power shall be irrevocable and deemed to be a power coupled with an interest.

(c)As and to the extent permitted by law, enter the Trust Property, either personally or by its agents, nominees or attorneys, and take exclusive possession thereof and thereupon, Beneficiary may (i) use, operate, manage, control, insure, maintain, repair, restore and otherwise deal with all and every part of the Premises and conduct business thereat; (ii) complete any construction on the Premises in such manner and form as Beneficiary deems advisable in the reasonable exercise of its judgment; (iii) exercise all rights and power of Grantor with respect to the Premises, whether in the name of Grantor, or otherwise, including, without limitation, the right to make, cancel, enforce or modify leases, obtain and evict tenants, and demand, sue for, collect and receive all earnings, revenues, rents, issues, profits and other income of the Premises and every part thereof, which rights shall not be in limitation of Beneficiary’s rights under any assignment of rents and leases securing the Indebtedness; and (iv) pursuant to the provisions of the Credit Agreement, apply the receipts from the Premises to the payment of the Indebtedness, after deducting therefrom all expenses (including attorneys’ fees) incurred in connection with the aforesaid operations and all amounts necessary to pay the taxes, assessments, insurance and other charges in connection with the Trust Property, as well as just and reasonable compensation for the services of Beneficiary, its counsel, agents and employees.

(d)Hold, lease, develop, manage, operate or otherwise use the Trust Property upon such terms and conditions as Beneficiary may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as Beneficiary deems necessary or desirable), and apply all Rents and other amounts collected by Trustee in connection therewith in accordance with the provisions of Section 6.7 hereof.

(e)Require Grantor to assemble any collateral under the UCC and make it available to Beneficiary, at Grantor’s sole risk and expense, at a place or places to be designated by Beneficiary, in its sole discretion.  Beneficiary may, in its sole discretion, appoint Trustee as the agent of Beneficiary for the purpose of disposition of any personal property in accordance with the Uniform Commercial Code.

(f)Institute proceedings for the complete foreclosure of this Deed of Trust, either by judicial action or by power of sale, in which case the Trust Property may be sold for cash or credit in accordance with applicable law in one or more parcels as Beneficiary may determine.  Except as otherwise required by applicable law, with respect to any notices required or permitted under the UCC, Grantor agrees that five

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(5) days’ prior written notice shall be deemed commercially reasonable.  At any such sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, Grantor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against Grantor, and against all other Persons claiming or to claim the property sold or any part thereof, by, through or under Grantor.  Beneficiary or any of the Lenders may be a purchaser at such sale.  If Beneficiary is the highest bidder, Beneficiary may credit the portion of the purchase price that would be distributed to Beneficiary against the Indebtedness in lieu of paying cash.  In the event this Deed of Trust is foreclosed by judicial action, appraisement and valuation of the Trust Property is waived. In the event of any sale made under or by virtue of this Article 6 (whether made by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale) the entire Indebtedness, if not previously due and payable, immediately thereupon shall become due and payable. The failure to make any such tenants of the Premises party to any such foreclosure proceedings and to foreclose their rights will not be, nor be asserted to be by Grantor, a defense to any proceedings instituted by Beneficiary to collect the sums secured hereby.

(g)With or without entry, to the extent permitted and pursuant to the procedures provided by applicable law, institute proceedings for the partial foreclosure of this Deed of Trust for the portion of the Indebtedness then due and payable (if Beneficiary shall have elected not to declare the entire Indebtedness to be immediately due and owing), subject to the continuing lien of this Deed of Trust for the balance of the Indebtedness not then due; or (1) as and to the extent permitted by law, sell for cash or upon credit the Trust Property or any part thereof and all estate, claim, demand, right, title and interest of Grantor therein, pursuant to power of sale or otherwise, at one or more sales, as an entity or in parcels, at such time and place, upon such terms and after such notice thereof as may be required or permitted by law, and in the event of a sale, by foreclosure or otherwise, of less than all of the Trust Property, this Deed of Trust shall continue as a lien on the remaining portion of the Trust Property; or (2) institute an action, suit or proceeding in equity for the specific performance of any covenant, condition or agreement contained herein or in any Loan Document; or (3) to the extent permitted by applicable law, recover judgment on the Credit Agreement either before, during or after any proceedings for the enforcement of this Deed of Trust.

(h)Make application to a court of competent jurisdiction for, and obtain from such court as a matter of strict right and without notice to Grantor or regard to the adequacy of the Trust Property for the repayment of the Indebtedness, the appointment of a receiver of the Trust Property, and Grantor irrevocably consents to such appointment.  Any such receiver shall have all the usual powers and duties of receivers in similar cases, including the full power to rent, maintain and otherwise operate the Trust Property upon such terms as may be approved by the court, and shall apply such Rents in accordance with the provisions of Section 6.7 hereof.

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(i)Exercise all other rights, remedies and recourses granted under the Loan Documents or otherwise available at law or in equity.

Section 6.2Separate Sales.  The Trust Property may be sold in one or more parcels and in such manner and order as Trustee in its sole discretion may elect; the right of sale arising out of any Event of Default shall not be exhausted by any one or more sales.

Section 6.3Remedies Cumulative, Concurrent and Nonexclusive.  Beneficiary and Trustee shall have all rights, remedies and recourses granted in the Loan Documents and available at law or equity (including the UCC), which rights (a) shall be cumulated and concurrent, (b) may be pursued separately, successively or concurrently against Grantor or others obligated under the Loan Documents, or against the Trust Property, or against any one or more of them, at the sole discretion of Beneficiary or Trustee, as the case may be, (c) may be exercised as often as occasion therefor shall arise, and the exercise or failure to exercise any of them shall not be construed as a waiver or release thereof or of any other right, remedy or recourse, and (d) are intended to be, and shall be, nonexclusive.  No action by Beneficiary or Trustee in the enforcement of any rights, remedies or recourses under the Loan Documents or otherwise at law or equity shall be deemed to cure any Event of Default.

Section 6.4Release of and Resort to Collateral.  Beneficiary may release, regardless of consideration and without the necessity for any notice to or consent by the holder of any subordinate lien on the Trust Property, any part of the Trust Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien or security interest created in or evidenced by the Loan Documents or their status as a first and prior lien and security interest in and to the Trust Property.  For payment of the Indebtedness, Beneficiary may resort to any other security in such order and manner as Beneficiary may elect.

Section 6.5Waiver of Redemption, Notice and Marshalling of Assets.  To the fullest extent permitted by law, Grantor hereby irrevocably and unconditionally waives and releases (a) all benefit that might accrue to Grantor by virtue of any present or future statute of limitations or law or judicial decision exempting the Trust Property from attachment, levy or sale on execution or providing for any stay of execution, exemption from civil process, redemption or extension of time for payment, (b) all notices of any Event of Default or of any election by Trustee or Beneficiary to exercise or the actual exercise of any right, remedy or recourse provided for under the Loan Documents, and (c) any right to a marshalling of assets or a sale in inverse order of alienation.

Section 6.6Discontinuance of Proceedings.  If Beneficiary or Trustee shall have proceeded to invoke any right, remedy or recourse permitted under the Loan Documents and shall thereafter elect to discontinue or abandon it for any reason, Beneficiary or Trustee, as the case may be, shall have the unqualified right to do so and, in such an event, Grantor, Beneficiary and Trustee shall be restored to their former positions with respect to the Indebtedness, the Obligations, the Loan Documents, the

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Trust Property and otherwise, and the rights, remedies, recourses and powers of Beneficiary and Trustee shall continue as if the right, remedy or recourse had never been invoked, but no such discontinuance or abandonment shall waive any Event of Default which may then exist or the right of Beneficiary or Trustee thereafter to exercise any right, remedy or recourse under the Loan Documents for such Event of Default.

Section 6.7Application of Proceeds.  The proceeds of any sale made under or by virtue of this Article 6, together with any Rents and other amounts generated by the holding, leasing, management, operation or other use of the Trust Property, shall be applied by Beneficiary or Trustee (or the receiver, if one is appointed) in the following order unless otherwise required by applicable law:

(a)to the payment of the costs and expenses of taking possession of the Trust Property and of holding, using, leasing, repairing, improving and selling the same, including, without limitation (1) trustee’s and receiver’s fees and expenses, including the repayment of the amounts evidenced by any receiver’s certificates, (2) court costs, (3) attorneys’ and accountants’ fees and expenses, and (4) costs of advertisement;

(b)to the payment of the Indebtedness and performance of the Obligations in such manner and order of preference as set forth in the Credit Agreement; and

(c)the balance, if any, to the payment of the Persons legally entitled thereto.

Section 6.8Occupancy After Foreclosure.  Except as otherwise required by applicable law, any sale of the Trust Property or any part thereof in accordance with Section 6.1(e) or Section 6.1(f) hereof will divest all right, title and interest of Grantor in and to the property sold.  Subject to applicable law, any purchaser at a foreclosure sale will receive immediate possession of the property purchased.  If Grantor retains possession of such property or any part thereof subsequent to such sale, Grantor will be considered a tenant at sufferance of the purchaser, and will, if Grantor remains in possession after demand to remove, be subject to eviction and removal, forcible or otherwise, with or without process of law.

Section 6.9Additional Advances and Disbursements; Costs of Enforcement.

(a)If any Event of Default exists, Beneficiary shall have the right, but not the obligation, to cure such Event of Default in the name and on behalf of Grantor.  All sums advanced and expenses incurred at any time by Beneficiary under this Section 6.9, or otherwise under this Deed of Trust or any of the other Loan Documents or applicable law, shall bear interest from the date that such sum is advanced or expense incurred, to and including the date of reimbursement, computed at the rate or rates at which interest is then computed on the Indebtedness, and all such sums, together with interest thereon, shall be secured by this Deed of Trust.

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(b)Grantor shall pay all expenses (including reasonable attorneys’ fees and expenses and all costs and expenses related to legal work, research and litigation) of or incidental to the perfection and enforcement of this Deed of Trust and the other Loan Documents, or the enforcement, compromise or settlement of the Indebtedness or any claim under this Deed of Trust and the other Loan Documents, and for the curing thereof, or for defending or asserting the rights and claims of Beneficiary in respect thereof, by litigation or otherwise.

Section 6.10No Mortgagee in Possession.  Neither the enforcement of any of the remedies under this Article 6, the assignment of the Rents and Leases under Article 7, the security interests under Article 8, nor any other remedies afforded to Beneficiary under the Loan Documents, at law or in equity shall cause Beneficiary or Trustee to be deemed or construed to be a mortgagee in possession of the Trust Property, to obligate Beneficiary or Trustee to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise.

Section 6.11WAIVER OF GRANTOR’S RIGHTS.  BY EXECUTION OF THIS DEED OF TRUST, GRANTOR EXPRESSLY:  (A) ACKNOWLEDGES THE RIGHT OF BENEFICIARY TO ACCELERATE THE INDEBTEDNESS EVIDENCED BY THE CREDIT AGREEMENT OR OTHER LOAN DOCUMENTS UPON THE OCCURRENCE OF AN EVENT OF DEFAULT;  (B) TO THE EXTENT ALLOWED BY APPLICABLE LAW, WAIVES ANY AND ALL RIGHTS WHICH GRANTOR MAY HAVE UNDER THE CONSTITUTION OF THE UNITED STATES, THE VARIOUS PROVISIONS OF THE CONSTITUTIONS FOR THE SEVERAL STATES, OR BY REASON OF ANY OTHER APPLICABLE LAW, TO NOTICE AND TO JUDICIAL HEARING PRIOR TO THE EXERCISE BY BENEFICIARY OF ANY RIGHT OR REMEDY HEREIN PROVIDED TO BENEFICIARY;  (C) ACKNOWLEDGES THAT GRANTOR HAS READ THIS DEED OF TRUST AND ITS PROVISIONS HAVE BEEN EXPLAINED FULLY TO GRANTOR AND GRANTOR HAS CONSULTED WITH LEGAL COUNSEL OF GRANTOR’S CHOICE PRIOR TO EXECUTING THIS DEED OF TRUST;  AND (D) ACKNOWLEDGES THAT ALL WAIVERS OF THE AFORESAID RIGHTS OF GRANTOR HAS BEEN MADE KNOWINGLY, INTENTIONALLY AND WILLINGLY BY GRANTOR AS PART OF A BARGAINED FOR LOAN TRANSACTION.

ARTICLE 7

ASSIGNMENT OF RENTS AND LEASES

Section 7.1Assignment.  In furtherance of and in addition to the assignment made by Grantor in Section 2.1 of this Deed of Trust, subject to Article 4 hereof and to the Applicable Gaming Laws, Grantor hereby absolutely and unconditionally assigns, sells, transfers and conveys to Trustee (for the benefit of Beneficiary) and to Beneficiary all of its right, title and interest in and to all Leases, whether now existing or hereafter entered into, and all of its right, title and interest in and

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to all Rents.  This assignment is an absolute assignment and not an assignment for additional security only.  So long as no Event of Default shall have occurred and be continuing and to the extent not prohibited by the Credit Agreement, Grantor shall have a revocable license from Trustee and Beneficiary to exercise all rights extended to the landlord under the Leases, including the right to receive and collect all Rents and to hold the Rents in trust for use in the payment and performance of the Obligations and to otherwise use the same.  The foregoing license is granted subject to the conditional limitation that no Event of Default shall have occurred and be continuing.  Upon the occurrence and during the continuance of an Event of Default, whether or not legal proceedings have commenced, and without regard to waste, adequacy of security for the Obligations or solvency of Grantor, the license herein granted shall automatically expire and terminate, without notice by Trustee or Beneficiary (any such notice being hereby expressly waived by Grantor).

Section 7.2Perfection Upon Recordation.  Grantor acknowledges that Beneficiary and Trustee have taken all actions necessary to obtain, and that upon recordation of this Deed of Trust, Beneficiary and Trustee shall have, to the extent permitted under applicable law, a valid and fully perfected, first priority, present assignment of the Rents arising out of the Leases and all security for such Leases.  Grantor acknowledges and agrees that upon recordation of this Deed of Trust Trustee’s and Beneficiary’s interest in the Rents shall be deemed to be fully perfected, “choate” and enforced as to Grantor and all third parties, including, without limitation, any subsequently appointed trustee in any case under Title 11 of the United States Code (the ”Bankruptcy Code”), without the necessity of commencing a foreclosure action with respect to this Deed of Trust, making formal demand for the Rents, obtaining the appointment of a receiver or taking any other affirmative action.

Section 7.3Bankruptcy Provisions.  Without limitation of the absolute nature of the assignment of the Rents hereunder, Grantor, Trustee and Beneficiary agree that (a) this Deed of Trust shall constitute a “security agreement” for purposes of Section 552(b) of the Bankruptcy Code, (b) the security interest created by this Deed of Trust extends to property of Grantor acquired before the commencement of a case in bankruptcy and to all amounts paid as Rents and (c) such security interest shall extend to all Rents acquired by the estate after the commencement of any case in bankruptcy.

Section 7.4No Merger of Estates.  So long as part of the Indebtedness and the Obligations secured hereby remain unpaid and undischarged, the fee and leasehold estates to the Trust Property shall not merge, but shall remain separate and distinct, notwithstanding the union of such estates either in Grantor, Beneficiary, any tenant or any third party by purchase or otherwise.

ARTICLE 8

SECURITY AGREEMENT

Section 8.1Security Interest.  This Deed of Trust constitutes a “security agreement” on personal property within the meaning of the UCC and other

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applicable law and with respect to the Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards.  To this end, Grantor grants to Beneficiary a first and prior security interest in the Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards and all other Trust Property which is personal property to secure the payment of the Indebtedness and performance of the Obligations, and agrees that Beneficiary shall have all the rights and remedies of a secured party under the UCC with respect to such property.  Any notice of sale, disposition or other intended action by Beneficiary with respect to the Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards sent to Grantor at least five (5) days prior to any action under the UCC shall constitute reasonable notice to Grantor.  THE TERM “TRUST PROPERTY” IS INTENDED TO EXCLUDE (I) ALL ITEMS OF PERSONAL PROPERTY IN WHICH BENEFICIARY HAS OBTAINED AND/OR PERFECTED A SECURITY INTEREST UNDER SEPARATE INSTRUMENTS; AND (II) THE EXCLUDED ASSETS, AS SUCH TERM IS DEFINED IN THE SECURITY AGREEMENT.

Section 8.2Financing Statements.  Grantor shall execute and deliver to Beneficiary, in form and substance satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect and preserve Beneficiary’s security interest hereunder and Beneficiary may cause such statements and assurances to be recorded and filed, at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest.  Grantor’s state of incorporation is the State of Nevada.

Section 8.3Fixture Filing.  This Deed of Trust shall also constitute a financing statement filed as a “fixture filing” for the purposes of the UCC against all of the Trust Property which is or is to become fixtures.  Information concerning the security interest herein granted may be obtained at the address of Debtor (Grantor) and Secured Party (Beneficiary) as set forth in the first paragraph of this Deed of Trust.  Grantor hereby authorizes Beneficiary to file any and all financing statements and amendments thereto in such form and in such locations as it deems necessary or appropriate in connection herewith.

ARTICLE 9

CONCERNING THE TRUSTEE

Section 9.1Certain Rights.  With the approval of Beneficiary, Trustee shall have the right to select, employ and consult with counsel.  Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by it hereunder, believed by it in good faith to be genuine.  Trustee shall be entitled to reimbursement for actual, reasonable expenses incurred by it in the performance of its duties and to reasonable compensation for Trustee’s services hereunder as shall be rendered.  Grantor shall, from time to time, pay the compensation due to Trustee hereunder and reimburse Trustee for, and indemnify, defend and save Trustee harmless against, all liability and reasonable expenses which

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may be incurred by it in the performance of its duties, including those arising from joint, concurrent, or comparative negligence of Trustee; however, Grantor shall not be liable under such indemnification to the extent such liability or expenses result solely from Trustee’s or Beneficiary’s gross negligence or willful misconduct.  Grantor’s obligations under this Section 9.1 shall not be reduced or impaired by principles of comparative or contributory negligence.

Section 9.2Retention of Money.  All moneys received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by law), and Trustee shall be under no liability for interest on any moneys received by him hereunder.

Section 9.3Successor Trustees.  If Trustee or any successor Trustee shall die, resign or become disqualified from acting in the execution of this trust, or Beneficiary shall desire to appoint a substitute Trustee, Beneficiary shall have full power to appoint one or more substitute Trustees and, if preferred, several substitute Trustees in succession who shall succeed to all the estates, rights, powers and duties of Trustee.  Such appointment may be executed by any authorized agent of Beneficiary and as so executed, such appointment shall be conclusively presumed to be executed with authority, valid and sufficient, without further proof of any action.

Section 9.4Perfection of Appointment.  Should any deed, conveyance or instrument of any nature be required from Grantor by any successor Trustee to more fully and certainly vest in and confirm to such successor Trustee such estates, rights, powers and duties, then, upon request by such Trustee, all such deeds, conveyances and instruments shall be made, executed, acknowledged and delivered and shall be caused to be recorded and/or filed by Grantor.

Section 9.5Trustee Liability.  In no event or circumstance shall Trustee or any substitute Trustee hereunder be personally liable under or as a result of this Deed of Trust, either as a result of any action by Trustee (or any substitute Trustee) in the exercise of the powers hereby granted or otherwise.

ARTICLE 10

MISCELLANEOUS

Section 10.1Notices.  Any notice required or permitted to be given under this Deed of Trust shall be given in accordance with Section 11 of the Credit Agreement.

Section 10.2Covenants Running with the Land.  All Obligations contained in this Deed of Trust are intended by Grantor, Beneficiary and Trustee to be, and shall be construed as, covenants running with the Trust Property.  As used herein, “Grantor” shall refer to the party named in the first paragraph of this Deed of Trust and to any subsequent owner of all or any portion of the Trust Property.  All Persons who may have or acquire an interest in the Trust Property shall be deemed to have notice of, and be

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bound by, the terms of the Credit Agreement and the other Loan Documents; however, no such party shall be entitled to any rights thereunder without the prior written consent of Beneficiary.

Section 10.3Attorney-in-Fact.  Grantor hereby irrevocably appoints Beneficiary and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Beneficiary deems appropriate to protect Beneficiary’s interest, if Grantor shall fail to do so within ten (10) days after written request by Beneficiary, (b) upon the issuance of a deed pursuant to the foreclosure of this Deed of Trust or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Beneficiary’s security interests and rights in or to any of the Trust Property, and (d) while any Event of Default exists, to perform any obligation of Grantor hereunder, however: (1) Beneficiary shall not under any circumstances be obligated to perform any obligation of Grantor; (2) any sums advanced by Beneficiary in such performance shall be added to and included in the Indebtedness and shall bear interest at the rate or rates at which interest is then computed on the Indebtedness; (3) Beneficiary as such attorney-in-fact shall only be accountable for such funds as are actually received by Beneficiary; and (4) Beneficiary shall not be liable to Grantor or any other person or entity for any failure to take any action which it is empowered to take under this Section 10.3.  Notwithstanding the foregoing, Beneficiary shall be liable for its gross negligence, willful misconduct, and bad faith in connection with exercising its rights hereunder.

Section 10.4Successors and Assigns.  This Deed of Trust shall be binding upon and inure to the benefit of Beneficiary, the Lenders, Trustee and Grantor and their respective successors and assigns.  Grantor shall not, without the prior written consent of Beneficiary, assign any rights, duties or obligations hereunder.

Section 10.5No Waiver.  Any failure by Beneficiary, the Lenders or Trustee to insist upon strict performance of any of the terms, provisions or conditions of the Loan Documents shall not be deemed to be a waiver of same, and Beneficiary, the Lenders or Trustee shall have the right at any time to insist upon strict performance of all such terms, provisions and conditions.

Section 10.6Credit Agreement.  If any conflict or inconsistency exists between this Deed of Trust and the Credit Agreement, the Credit Agreement shall govern.

Section 10.7Release or Reconveyance.  Upon payment in full of the Indebtedness and performance in full of the Obligations, Beneficiary, at Grantor’s

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expense, shall release the liens and security interests created by this Deed of Trust or reconvey the Trust Property to Grantor.

Section 10.8Waiver of Stay, Moratorium and Similar Rights.  Grantor agrees, to the full extent that it may lawfully do so, that it will not at any time insist upon or plead or in any way take advantage of any stay, marshalling of assets, extension, redemption or moratorium law now or hereafter in force and effect so as to prevent or hinder the enforcement of the provisions of this Deed of Trust or the Indebtedness secured hereby, or any agreement between Grantor and Beneficiary or any rights or remedies of Beneficiary or Trustee.  Grantor, for itself and for all Persons hereafter claiming through or under it who may at any time hereafter become holders of liens junior to the lien of this Deed of Trust, hereby expressly waives and releases all rights to direct the order in which any of the Trust Property or any interest therein shall be sold in the event of any sale or sales pursuant hereto.

Section 10.9Governing Law. THIS DEED OF TRUST 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), EXCEPT THAT WITH RESPECT TO THE EXERCISE OF REMEDIES HEREUNDER AND THE CREATION, PERFECTION AND ENFORCEMENT OF THE LIEN CREATED BY THIS DEED OF TRUST, THE LAWS OF THE JURISDICTION IN WHICH THE PROPERTY IS LOCATED SHALL GOVERN, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF SUCH JURISDICTION.

Section 10.10Choice of Forum.

(a)Subject to Section 10.10(b) and Section 10.10(c), all actions or proceedings arising in connection with this Deed of Trust shall be tried and litigated in state or Federal courts located in the County of Mohave, State of Arizona, unless such actions or proceedings are required to be brought in another court to obtain subject matter jurisdiction over the matter in controversy.  EACH GRANTOR WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS, TO ASSERT THAT IT IS NOT SUBJECT TO THE JURISDICTION OF SUCH COURTS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 10.10.

(b)Nothing contained in this Section shall preclude Beneficiary from bringing any action or proceeding arising out of or relating to this Deed of Trust in any court not referred to in Section 10.10(a).  SERVICE OF PROCESS, SUFFICIENT FOR PERSONAL JURISDICTION IN ANY ACTION AGAINST EACH GRANTOR, MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ITS ADDRESS INDICATED IN SECTION 11 OF THE CREDIT AGREEMENT.

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(c)Notwithstanding Section 10.10(a) and subject to Section 10.9, in the sole and absolute discretion of Beneficiary, all actions or proceedings relating to the Collateral (as defined in the Credit Agreement), other than the Fixtures, which are the subject of the Loan Documents shall be governed by and construed in accordance with the laws of the State of New York, as applied to contracts made and performed within the State of New York.  Each Grantor hereby irrevocably submits to the jurisdiction of any New York state court sitting in the Borough of Manhattan in the City of New York or any federal court sitting in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or relating to the subject of the Loan Documents, and irrevocably accepts for itself and in respect of its property, generally and unconditionally, jurisdiction of the aforesaid courts.  Each Grantor irrevocably waives, to the fullest extent it may effectively do so under Applicable Law, trial by jury and any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  Each Grantor irrevocably consents, to the fullest extent it may effectively do so under Applicable Law, to the service of process of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such Grantor at its said address, such service to become effective thirty (30) days after such mailing.  Nothing shall affect the right of Beneficiary to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against such Grantor in any other jurisdiction.

Section 10.11Headings.  The Article, Section and Subsection titles hereof are inserted for convenience of reference only and shall in no way alter, modify or define, or be used in construing, the text of such Articles, Sections or Subsections.

Section 10.12Entire Agreement.  This Deed of Trust and the other Loan Documents embody the entire agreement and understanding between Grantor and Beneficiary and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof.  Accordingly, the Loan Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.  There are no unwritten oral agreements between the parties.

Section 10.13Beneficiary as Agent; Successor Agents.

(a)Agent has been appointed to act as Agent hereunder by the Lenders.  Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of the Trust Property) in accordance with the terms of the Credit Agreement, any related agency agreement among Agent and the Lenders (collectively, as amended, supplemented or otherwise modified or replaced from time to time, the “Agency Documents”) and this Deed of Trust.  Grantor and all other persons shall be entitled to rely on releases, waivers, consents, approvals, notifications and other acts of Agent, without inquiry into the existence of required consents or approvals of the Lenders therefor.

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(b)Beneficiary shall at all times be the same Person that is Agent under the Agency Documents.  Written notice of resignation by Agent pursuant to the Agency Documents shall also constitute notice of resignation as Agent under this Deed of Trust.  Removal of Agent pursuant to any provision of the Agency Documents shall also constitute removal as Agent under this Deed of Trust.  Appointment of a successor Agent pursuant to the Agency Documents shall also constitute appointment of a successor Agent under this Deed of Trust.  Upon the acceptance of any appointment as Agent by a successor Agent under the Agency Documents, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent as the Beneficiary under this Deed of Trust, and the retiring or removed Agent shall promptly (i) assign and transfer to such successor Agent all of its right, title and interest in and to this Deed of Trust and the Trust Property, and (ii) execute and deliver to such successor Agent such assignments and amendments and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Agent of the liens and security interests created hereunder, whereupon such retiring or removed Agent shall be discharged from its duties and obligations under this Deed of Trust.  After any retiring or removed Agent’s resignation or removal hereunder as Agent, the provisions of this Deed of Trust and the Agency Documents shall inure to its benefit as to any actions taken or omitted to be taken by it under this Deed of Trust while it was the Agent hereunder.

(c)Each reference herein to any right granted to, benefit conferred upon or power exercisable, exercised or action taken by the “Beneficiary” shall be deemed to be a reference to or be deemed to have been so taken, as the case may be, by Beneficiary in its capacity as Agent pursuant to the Credit Agreement for the benefit of the Lenders, all as more fully set forth in the Credit Agreement.

ARTICLE 11

LOCAL LAW PROVISIONS

Section 11.1Communities Facilities District.  Without obtaining the prior written consent of Beneficiary, Grantor (which shall also constitute a “Grantor” within the meaning of A.R.S. Sections 33-801 et seq. and a “mortgagor” within the meaning of A.R.S. Sections 33-701 et seq.) shall not consent to, or vote in favor of, the inclusion of all or any part of the Trust Property in any Community Facilities District formed pursuant to the Community Facilities District Act, A.R.S. Section 48-701, et seq., as amended from time to time.  Grantor shall immediately give notice to Beneficiary of any notification or advice that Grantor may receive from any municipality or other third party of any intent or proposal to include all or any part of the Trust Property in a Community Facilities District. Beneficiary shall have the right to file a written objection to the inclusion of all or any part of the Trust Property in a Community Facilities District, either in its own name or in the name of Grantor, and to appear at, and participate in, any hearing with respect to the formation of any such district.

Section 11.2Waiver of Appraisement.  Without limiting the general waiver of the right to valuation or appraisement of the Trust Property set forth in Section 6.1(f), Grantor acknowledges that the sale price will be binding against Grantor in any

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proceeding seeking to determine or contest the fair market value of the collateral, and specifically waives and relinquishes the right to have the fair market value of the collateral determined by a judge, jury or arbitrator in any action (including any action seeking a deficiency judgment) based on this Deed of Trust or the other Loan Documents, including a hearing to determine fair market value pursuant to Arizona Revised Statutes Sections 12-1566, 33-725, 33-727 and/or 33-814.

Section 11.3Environmental Matters.  (a) Grantor represents and warrants to the best of its knowledge after all appropriate inquiry, and covenants that there are no, nor will there be, for so long as any Indebtedness remains outstanding, any Hazardous Materials (as defined in the Credit Agreement) generated, released, stored, buried or deposited over, beneath, in or upon the Trust Property or on or beneath the surface of adjacent property, except as such Hazardous Materials may be used, stored or transported in connection with the permitted uses of the Trust Property and then only to the extent permitted by law after obtaining all necessary permits and licenses therefor.

(b)Grantor shall, and Grantor shall cause all employees, agents, tenants, contractors and subcontractors of Grantor and any other persons from time to time present on or occupying the Trust Property to, keep and maintain the Trust Property in compliance with, and not cause or knowingly permit the Trust Property to be in violation of, any applicable Environmental Laws.  Neither Grantor nor any employees, agents, tenants, contractors or subcontractors of Grantor or any other persons occupying or present on the Trust Property shall use, generate, manufacture, store or dispose of on, under or about the Trust Property or transport to or from the Trust Property any Hazardous Materials, except as such Hazardous Materials may be used, stored or transported in connection with the permitted uses of the Trust Property and then only to the extent permitted by law after obtaining all necessary permits and licenses therefor.

Section 11.4Fixture Filing.  This Deed of Trust is intended to constitute a financing statement filed as a fixture filing in accordance with the applicable provisions of the Uniform Commercial Code.  The debtor is the Grantor and the secured party is the Beneficiary and their addresses are those set forth at the beginning of this Deed of Trust.  Certain of the Trust Property is or will become “fixtures” (as that term is defined in the Uniform Commercial Code) on the Land, described or referenced to in this Deed of Trust, and this Deed of Trust, upon being filed for record in the real estate records of the County where the Trust Property is located, shall operate also as a financing statement filed as a fixture filing in accordance with the applicable provisions of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures.  In addition to recording this Deed of Trust in the real property records, Beneficiary may, at any time and without further authorization from Grantor, file executed counterparts, copies or reproductions of this Deed of Trust as a financing statement.

Section 11.5Right of Sale.  Upon and after any Event of Default, Beneficiary may pursue a trustee’s sale by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be duly filed for record.

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Beneficiary shall have, in addition to all other rights and remedies provided herein and at law or in equity, the rights and remedies afforded by Arizona Revised Statutes Section 33-702.  In the event Grantor fails or refuses to surrender possession of the Trust Property after any trustee’s sale, Grantor shall be deemed a tenant at sufferance, subject to eviction by means of forcible entry and detainer proceedings.  This remedy is not exclusive or in derogation of any other right or remedy available to Beneficiary.

When the Indebtedness or any part thereof shall become due, whether by acceleration or otherwise, Beneficiary may, either with or without entry or taking possession as herein provided or otherwise, proceed by suit or suits at law or in equity or by any other appropriate proceeding or remedy to:  (a) enforce payment of any note or notes executed by a Borrower in connection with the Credit Agreement and payable to a member of the Lender Group or the performance of any term, covenant, condition or agreement of Grantor under any of the Loan Documents; (b) foreclose the lien hereof as a mortgage for the Indebtedness or part thereof in accordance with Arizona Revised Statutes Section 33-807(B) and sell the Trust Property as an entirety or otherwise, as Beneficiary may determine; and/or (c) pursue any other right or remedy available to it under or by the law and decisions of the State of Arizona.  Upon any foreclosure sale, Beneficiary may bid for and purchase the Trust Property and shall be entitled to apply all or any part of the Indebtedness as a credit to the purchase price.

Section 11.6Waiver of Redemption.  Grantor hereby waives all right of redemption on behalf of Grantor and on behalf of all other persons acquiring any interest or title in the Property subsequent to the date of this Deed of Trust, except decree or judgment creditors of Grantor.

Section 11.7Time of Essence.  Time is of the essence of this Deed of Trust and the performance of each of the covenants and agreements contained herein

Section 11.8Sureties.  Any Grantor that has signed this Deed of Trust as a surety or accommodation party, or has guaranteed the payment of the Indebtedness or the performance of the Obligations, or any portion thereof, or that has subjected its property to this Deed of Trust to secure the indebtedness of another hereby expressly waives the benefits of the provisions of Arizona Revised Statutes Sections 12-1641 through 12-1646 inclusive, 44-142 and 47-3605, and Rule 17(f) of the Arizona Rules of Civil Procedure, with respect to the rights of guarantors, indemnitors, sureties, co-makers or accommodation parties, and waives any defense arising by reason of any disability or other defense of Grantor or by reason of the cessation from any cause whatsoever of the liability of Grantor.

Section 11.9Attorneys’ Fees.  If any legal action, suit or proceeding is commenced between Grantor and Beneficiary regarding their respective rights and obligations under this Deed of Trust or any of the other Loan Documents, Beneficiary shall be entitled to recover, in addition to damages or other relief, costs and expenses, reasonable attorneys’ fees and court costs (including, without limitation, expert witness fees).

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Section 11.10Joint and Several Liability.  If this Deed of Trust is executed by more than one Person as Grantor, the obligations of each such Person shall be joint and several.

Section 11.11Merger.  No merger shall occur as a result of Beneficiary’s acquiring any other estate in, or any other lien on, the Premises unless Beneficiary consents to a merger in writing.

Section 11.12Subrogation.  If any or all of the proceeds of the Indebtedness have been used to extinguish, extend or renew any indebtedness heretofore existing against the Trust Property, then, to the extent of the funds so used, Beneficiary shall be subrogated to all of the rights, claims, liens, titles and interests existing against the Trust Property heretofore held by, or in favor of, the holder of such indebtedness.

[The remainder of this page has been intentionally left blank]

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IN WITNESS WHEREOF, the Grantor has on the date set forth in the acknowledgement hereto, effective as of the date first above written, caused this instrument to be duly EXECUTED AND DELIVERED by authority duly given.

GRANTOR:	OASIS RECREATIONAL PROPERTIES, INC., a Nevada corporation
	By:	/s/ Robert R. Black, Sr.
	Name:	Robert R. Black, Sr.
	Its:	President

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STATE OF Nevada	}
COUNTY OF Clark	}ss.

This instrument was acknowledged before me on December 16, 2004 by Robert R. Black, Sr. as President of OASIS RECREATIONAL PROPERTIES, INC.

/s/ Kimberly Schroeder
NOTARY PUBLIC	Kimberly Schroeder Notary Public State of Nevada No. 96-4320-1 My appt. exp. July 18, 2008

Exhibit A

Description of Real Property

PARCEL NO. 1:

A portion of Government Lot 1, all of the Southeast quarter of the Northeast quarter, a portion of the Northeast quarter of the Southeast quarter, and a portion of the Southwest quarter of the Northeast quarter of Section 4, Township 39 North, Range 16 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona, more particularly described as follows:

BEGINNING at the intersection of the Southerly right-of-way line of Peppermill Palms Boulevard (an existing 60.00 foot right-of-way) and the East line of Section 4, Township 39 North, Range 16 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona, said point being South 01 degrees 04 minutes 13 seconds East, 285.62 feet along the Section line from the Northeast corner of said Section 4 (a 1912 G.L.O. brass cap re-stamped 1997);

THENCE South 01 degrees 04 minutes 13 seconds East, 1039.87 feet along the Section line to the ¹/₁₆^th corner (1997 BLM brass cap);

THENCE South 01 degrees 04 minutes 13 seconds East, 1318.79 feet to the East quarter of said Section 4 (a 1997 BLM brass cap);

THENCE South 01 degrees 03 minutes 30 seconds East, along the Section line, 558.88 feet;

THENCE South 89 degrees 18 minutes 51 seconds West, 1322.55 feet to the ¹/₁₆^th line;

THENCE North 01 degrees 00 minutes 51 seconds West along the ¹/₁₆^th line, 294.01 feet;

THENCE South 89 degrees 14 minutes 13 seconds West, 214.38 feet;

THENCE North 16 degrees 51 minutes 32 seconds West, 726.00 feet;

THENCE North 06 degrees 21 minutes 41 seconds West, 890.48 feet to a point on the ¹/₁₆^th line;

THENCE North 89 degrees 17 minutes 53 seconds East along the ¹/₁₆^th line, 495.10 feet to the ¹/₁₆^th corner;

THENCE North 01 degrees 02 minutes 08 seconds West, 446.51 feet to the Southerly right-of-way line of said Peppermill Palms Boulevard;

THENCE along said Southerly line the following courses;

North 61 degrees 24 minutes 00 seconds East, 223.80 feet to a point of curvature of a 430.00 foot radius curve to the left;

THENCE 149.35 feet along the arc of said curve through a central angle of 19 degrees 54 minutes 00 seconds;

THENCE North 41 degrees 30 minutes 00 seconds East, 259.34 feet to a point of curvature of a 259.47 foot radius curve to the right;

THENCE 187.94 feet along the arc of said curve through a central angle of 41 degrees 30 minutes 00 seconds;

THENCE North 83 degrees 00 minutes 00 seconds East, 274.03 feet to a point of curvature of a 445.00 foot radius curve to the left;

THENCE 109.25 feet along the arc of said curve through a central angle of 14 degrees 04 minutes 00 seconds;

THENCE North 68 degrees 56 minutes 00 seconds East, 62.91 feet to a point of curvature of a 220.00 foot radius curve to the right;

THENCE 96.22 feet along the arc of said curve through a central angle of 25 degrees 03 minutes 33 seconds;

THENCE South 86 degrees 00 minutes 27 seconds East, 38.57 feet to the POINT OF BEGINNING.

LESS AND EXCEPTING that portion lying within Peppermill Palms Boulevard (a 60.00 foot right-of-way).

EXCEPT ¹/₁₆^th of all oil, gases and other hydrocarbon substances, coal, stone, metals, minerals, fossils and fertilizers of every name and description and except all materials which may be essential to the production of fissionable materials as reserved In Arizona Revised Statutes. (Affects the Northeast quarter of the Southeast quarter of Section 4)

PARCEL NO. 2:

The West half of Government Lot 3, all of Government Lot 4 and the Southwest quarter of the Northwest quarter of Section 4, Township 39 North, Range 16 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona.

EXCEPT that portion lying within Peppermill Palms Boulevard, as shown on Roadway Dedication Plat for Peppermill Palms Boulevard, recorded as Fee No. 1990-12851, records of Mohave County, Arizona.

EXCEPT ¹/₁₆^th of all oil, gases and other hydrocarbon substances, coal, stone, metals, minerals, fossils and fertilizers of every name and description and except all materials which may be essential to the production of fissionable materials as reserved in Arizona Revised Statutes. (Affects the West half of Lot 3 and all of Lot 4)

PARCEL NO. 3:

Government Lots 1and 4, and the South half of the Northeast quarter of Section 5, Township 39 North, Range 16 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona.

EXCEPT that portion lying within Peppermill Palms Boulevard, as shown on Roadway Dedication Plat for Peppermill Palms Boulevard, recorded as Fee No. 1990-12851, records of Mohave County, Arizona.

EXCEPT ¹/₁₆^th of all oil, gases and other hydrocarbon substances, coal, stone, metals, minerals, fossils and fertilizers of every name and description and except all materials which may be essential to the production of fissionable materials as reserved in Arizona Revised Statutes. (Affects a portion of Lot 1)

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Exhibit B-1

Ground Leases

Lease Number 03-95873, commencing on May 13, 1998, by and between State of Arizona, by and through the Arizona State Land Department, as Lessor, and Oasis Recreational Properties, Inc., a Nevada corporation, as lessee, as amended on August 16, 2000, as amended and assigned on September 20, 2000 and as amended and assigned on August 31, 2001.

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Exhibit B-2

Leased Land

PARCEL NO. 4:

The Southeast quarter of the Southeast quarter of Section 32, Township 40 North, Range 16 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona, lying South of the Southerly right-of-way of Old U.S. Highway 91.

PARCEL NO. 5:

That portion of the Southwest quarter of Section 33, Township 40 North, Range 16 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona, lying South of the Southerly right-of-way line of Old U.S. Highway 91.

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EX-2.25

Exhibit 2.25

Assessor’s Parcel Numbers:  001-16-501-012;  001-18-701-

002; 001-18-302-004; 001-18-302-005; 001-18-302-010; 001-

18-302-011; 001-18-701-006; 001-18-701-007; 002-24-601-

021; 001-09-301-002; 001-09-301-003; 001-18-602-002; 001-

18-602-008; 001-18-602-003; 001-18-602-004; 001-18-602-

006; 001-18-602-007; 001-18-702-017; 001-18-702-019; 001-

17-201-003; 001-17-201-006; 001-18-711-001 THROUGH

001-18-711-200; 001-09-301-002; 001-09-301-003

When recorded mail to:

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue, Suite 3400

Los Angeles, California  90071

Attn:  Brandi Ehlers, Esq.

ASSIGNMENT OF ENTITLEMENTS, CONTRACTS,
RENTS AND REVENUES

THIS ASSIGNMENT OF ENTITLEMENTS, CONTRACTS, RENTS AND REVENUES (“Assignment”) is made and entered into as of December 16, 2004, by and between Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), CasaBlanca Resorts, LLC, a Nevada limited-liability company (“Resorts”), and Oasis Interval Ownership, LLC, a Nevada limited-liability company (“Oasis Interval”), B & B B, Inc. a Nevada corporation (“B & B B” and, collectively with Virgin River, RBG, Resorts, and Oasis Interval, the “Assignors,” which term includes any successors under the Deed of Trust), and The Bank of New York Trust Company, N.A., a national banking association, as collateral agent, hereinafter referred to, together with its successors and assigns, in such capacity, as “Agent”.

R E C I T A L S:

WHEREAS:

A.            Assignor is the lessee and fee owner of certain parcels of real property which are situate in the County of Clark, State of Nevada and which is more particularly described on “Exhibit A” attached hereto (the “Land”).  All references herein to the “Real Property” shall be to: (i) the Land; (ii) all real property which is adjacent to, or used in connection with, the Land and in which Assignor now owns, or hereafter acquires, an interest (the “Adjacent Property”); and (iii) all tenements, hereditaments and appurtenances to the Land or the Adjacent Property.

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B.            Reference is also made to that certain Indenture (as it may be hereafter renewed, extended, amended, restated or otherwise modified, the “Indenture”) executed concurrently or substantially concurrently herewith, by and among Virgin River, RBG and B & B B, Inc (collectively, the “Issuers”, which term includes any successors to any of such persons under the Indenture), and The Bank of New York Trust Company, N.A., a national banking association, as trustee (together with any entity which hereafter becomes a Trustee under the Indenture, the “Trustee”).  All capitalized terms which are used but not otherwise defined herein shall have the respective meanings and be construed herein as provided in the Indenture and any reference to a provision of the Indenture shall be deemed to incorporate that provision as a part hereof in the same manner and with the same effect as if the same were fully set forth herein.

C.            The Indenture provides, among other things, that the Issuers may issue up to the aggregate principal amount of One Hundred Twenty-Five Million and No/100 Dollars ($125,000,000.00) in Notes.

D.            It is a condition of the Notes that all of Assignor’s present and future right, title and interest in and to:

(i)            all assignable leases and purchase contracts which are now existing or are hereafter entered into, for furniture, fixtures, equipment, signs and other items of personal property which are used in connection with, or which relate to: (aa) the Real Property; (bb) any hotel, casino and/or resort business and related activities which are now, or are hereafter, conducted by, or on behalf of, Assignor on the Real Property (collectively, the “Hotel/Casino Facilities”); or (cc) any other business activity now, or hereafter, conducted by, or on behalf of, Assignor on, or in connection with, the Real Property (collectively, the “Additional Business(es)”); all together with any and all modifications, extensions, or renewals thereof (collectively, the “Equipment Agreements”);

(ii)           all assignable leases, subleases, licenses, concessions, franchises and other use or occupancy agreements which now exist or are hereafter entered into and which relate to any portion of the Real Property, and all guarantees, extensions, renewals, amendments and modifications thereof (collectively, the “Space Leases”);

(iii)          all present and future rents, issues, profits, products, earnings, accounts, rights, benefits, income, proceeds, payments, revenue, receipts and deposits of any kind or nature (collectively, the “Proceeds”) which relate to, or are derived from, the Real Property, the Hotel/Casino Facilities, or any Additional Business, including, without limitation, present and future Proceeds, of any nature whatsoever, derived from, or received with respect to, casinos, bars, restaurants, hotel rooms, spa facilities, golf courses,        banquet facilities, convention facilities, retail premises and other facilities related to, or used in connection with, the Real Property, the Hotel/Casino Facilities, and/or any Additional Business, and also including without limitation, Proceeds from any of the Space Leases (collectively, the “Rents and Revenues”); and

(iv)          all present and future assignable permits, licenses, warranties, contracts and other entitlements, if any, which are issued, granted, agreed to, or entered

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into in connection with, or relating to, the Real Property, the Hotel/Casino Facilities or any Additional Business, together with any and all modifications, extensions or renewals thereof (collectively, the “Entitlements”);

in each and every case excluding all Excluded Assets, be presently assigned to Agent for the benefit of Holders in consideration of the Notes upon the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the Notes, Assignor does hereby presently, absolutely and unconditionally assign to Agent for the benefit of the Holders all of their right, title and interest in and to the Equipment Agreements, the Space Leases, the Rents and Revenues and the Entitlements, in each and every case excluding all Excluded Assets,  as follows:

1.             Assignor does hereby grant, assign and convey unto Agent all the right, title, interest and privilege which Assignor has or may hereafter acquire, in or to: (i) all assignable Equipment Agreements, Space Leases and/or Entitlements; and (ii) the Rents and Revenues.  Without limiting the generality of the foregoing, and subject to the provisions of Sections 4 and 5 below, Agent shall have the present and continuing right with full power and authority, in its own name, or in the name of Assignor, or otherwise: (aa) to do any and all things which Assignor may be or may become entitled to do under the Equipment Agreements, Space Leases, and/or Entitlements and the right to make all waivers and agreements, give all notices, consents and releases and other instruments and to do any and all other things whatsoever which Assignor may be or may become entitled to do under said Equipment Agreements, Space Leases and/or Entitlements; and (bb) to make claim for, enforce, collect, receive and make receipt (in its own name, in the name of Assignor, or otherwise) for any and all of the Rents and Revenues and to do any and all things which Assignor is or may become entitled to do for the collection of the Rents and Revenues.

2.             The acceptance of this Assignment and the payment or performance under the Equipment Agreements, the Space Leases, the Rents and Revenues and/or Entitlements hereby assigned shall not constitute a waiver of any rights of Agent or the Holders under the terms of the Indenture or any other Collateral Agreements for the benefit of any of Agent or the Holders.

3.             Assignor shall keep and perform the following with respect to the Equipment Agreements, the Space Leases and the Entitlements:

(a)           Except as may be permitted in the Indenture, Assignor will not further assign any interest in the Equipment Agreements, in the Space Leases, or in the Entitlements, or create or permit any lien, charge, or encumbrance upon their interests in the Equipment Agreements, in the Space Leases or in the Entitlements;

(b)           Assignor will not, without the prior written consent of Agent:

(i)            cause, or consent to, any cancellation, termination or surrender of any Equipment Agreement, Space Lease or Entitlement if such cancellation, termination or surrender would be reasonably likely to materially and adversely affect either the Hotel/Casino Facilities or any Additional Business (except for any cancellation or termination of

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an Equipment Agreement, Space Lease or Entitlement which is caused by a default thereunder on the part of a party other than Assignor or one of its Affiliates);

(ii)           permit any event to occur which would entitle any party to an Equipment Agreement, Space Lease or Entitlement to terminate or cancel said Equipment Agreement, Space Lease or Entitlement if such cancellation or termination would be reasonably likely to materially and adversely affect either the Hotel/Casino Facilities or any Additional Business (except any cancellation or termination of an Equipment Agreement, Space Lease or Entitlement which is caused by a default thereunder on the part of a party other than Assignor or one of its Affiliates);

(iii)          amend or modify any of the Equipment Agreements or the Space Leases or any of the Entitlements if such amendment or modification would be reasonably likely to materially and adversely affect either the Hotel/Casino Facilities or any Additional Business;

(iv)          waive any default under or breach of any Equipment Agreements, any Space Leases or any Entitlements except for any waiver that would not be reasonably likely to result in any material adverse affect on either the Hotel/Casino Facilities or any Additional Business; or

(v)           give any consent, waiver or approval which would impair Assignor’s interest in any of the Equipment Agreements, any of the Space Leases or any of the Entitlements if such consent, waiver or approval would be reasonably likely to materially and adversely affect either the Hotel/Casino Facilities or any Additional Business.

(c)           Assignor will promptly notify Agent of the occurrence of any default under any of the Equipment Agreements, Space Leases and/or Entitlements, which, if left uncured, would be reasonably likely to materially and adversely affect either the Hotel/Casino Facilities or any Additional Business.

4.             Notwithstanding anything to the contrary contained in this Assignment, it is understood and agreed that so long as there shall exist no Event of Default under the Indenture there is reserved to Assignor a revocable license to retain, use and enjoy the Equipment Agreements, the Space Leases, the Entitlements and the properties and entitlements which are the subject thereof.  Upon the occurrence of an Event of Default, such license granted to Assignor may be immediately revoked by Agent without further demand or notice and Agent is hereby empowered to enter and take possession of the Real Property and to use, manage and operate the same and to do all acts required or permitted by the Equipment Agreements, the Space Leases and/or the Entitlements, and perform such other acts in connection with the use, management and operation of the property and entitlements, which are the subject of the Equipment Agreements, the Space Leases and the Entitlements as Agent, in its sole discretion, may deem proper (including, without limitation, such acts as are otherwise authorized under this Assignment).  Agent agrees that, until such license granted to Assignor has been revoked, as set forth above, Agent shall refrain from exercising its rights and remedies which are granted with respect to the Equipment Agreements, the Space Leases, and/or the properties they concern under Section 1 of this Assignment or under this Section 4.  Should the Event of Default which

4

resulted in any such revocation be cured prior to foreclosure, deed-in-lieu of foreclosure, or a similar conveyance under the Collateral Agreements, then such license granted to Assignor shall be immediately reinstated without further demand or notice and Agent shall, as soon as reasonably possible, redeliver to Assignor possession of the Equipment Agreements, of the Space Leases and of the Entitlements (and, at the expense of Assignor, shall execute such notices to third parties as Assignor may reasonably request) and the parties hereto shall each be restored to, and be reinstated in, their respective rights and positions hereunder as if the Event of Default had not occurred (without impairment of or limitation on Agent’s right to proceed hereunder upon subsequent Events of Default).

5.             It is also understood and agreed that so long as there shall exist no Event of Default under the Indenture there is reserved to Assignor a revocable license to collect the Rents and Revenues as they become due, but not prior to accrual.  Upon the occurrence of an Event of Default, such license granted to Assignor may be immediately revoked without further demand or notice and Agent is hereby empowered, but shall not be obligated, to do any, or all of the following: (i) enter and take possession of the Real Property; (ii) manage and operate all, or any portion of, the Real Property, the Hotel/Casino Facilities and/or the Additional Businesses (or any of them); (iii) demand payment of the Rents and Revenues from the appropriate party; (iv) give notice that further payments of Rents and Revenues are to be made as directed by Agent; and (v) settle compromise, bring suit in respect of Rents and Revenues or otherwise deal with the person owing such Rents and Revenues, either in the name of Assignor or in its own name; all on its own behalf or through a receiver.  If any such Rents and Revenues are collected by Assignor in violation of this Assignment, such Rents and Revenues shall be held in trust for the benefit of Agent.  No action taken by Agent, or by a receiver, in exercising any of the rights and remedies hereunder shall cause any of them to be characterized as a Person in possession.  This Assignment is intended to be and is an absolute present assignment from Assignor to Agent and not merely the passing of a security interest.  Agent agrees that, until such license granted to Assignor has been revoked, as set forth above, Agent shall refrain from exercising its rights and remedies which are granted with respect to the Rents and Revenues and/or the collection thereof under Section 1 of this Assignment or under this Section 5.  Should the Event of Default which resulted in any such revocation be cured prior to foreclosure, deed-in-lieu of foreclosure, or a similar conveyance under the Collateral Agreements, then such license granted to Assignor shall be immediately reinstated without further demand or notice and Agent shall, as soon as reasonably possible, execute, at the expense of Assignor, such notices to third parties as Assignor may reasonably request and the parties hereto shall each be restored to, and be reinstated in, their respective rights and positions hereunder as if the Event of Default had not occurred (without impairment of or limitation on Agent’s right to proceed hereunder upon subsequent Events of Default).

6.             Agent shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Assignor under the Equipment Agreements, the Space Leases, the Entitlements, and/or relating to the Rents and Revenues.  This Assignment shall not place responsibility for the management, control, care, operation or repair of the Real Property, the Hotel/Casino Facilities or any Additional Business, upon any of the Agent or the Holders, or upon any of their respective trustees, officers, employees, agents, attorneys or stockholders (collectively, the “Indemnified Parties”); nor shall this Assignment cause any of the Indemnified Parties to be responsible or liable for any negligence in the management, control, care, operation

5

or repair of the Real Property, the Hotel/Casino Facilities or any Additional Business, which results in loss, injury or death to any tenant, guest, licensee, employee or stranger (provided that this Section 6 shall not act to relieve any Indemnified Party from liability which results from such Indemnified Party’s own gross negligence or willful misconduct).

7.             Assignor agrees to indemnify, protect, defend and hold harmless the Indemnified Parties from and against any and all losses, damages, expenses or liabilities of any kind or nature from any suits, claims, demands or other proceedings, including reasonable counsel fees incurred in investigating or defending such claim, suffered by any of them and caused by, relating to, arising out of, resulting from, or in any way connected with: (i) this Assignment; (ii) any of the Equipment Agreements, Space Leases, Entitlements, or Rents and Revenues; or (iii) the management, control, care, operation or repair of the Real Property, the Hotel/Casino Facilities and/or any Additional Business; all in accordance with Section 7.7 of the Indenture, which is incorporated by reference herein, as if fully set forth herein.

8.             Assignor agrees that this Assignment and the designation and directions herein set forth are irrevocable.  Until all Indebtedness and Obligations of the Issuers have been paid and performed in full, Assignor will not make any other assignment, designation or direction inconsistent herewith (except as otherwise permitted in the Indenture), and any such assignment, designation or direction which is inconsistent herewith shall be void.  Assignor will, from time to time, execute all such instruments of further assurance and all such supplemental instruments as may be reasonably requested by Agent.

9.             No action or inaction on the part of Agent, or any Holder, shall constitute an assumption on the part of Agent, or any Holder, of any obligations or duties under the Equipment Agreements, Space Leases and/or the Entitlements, or relating to the Rents and Revenues.  No action or inaction on the part of Assignor shall adversely affect or limit in any way the rights of Agent under this Assignment or, through this Assignment, under the Equipment Agreements, the Space Leases and/or the Entitlements, or relating to the Rents and Revenues.

10.           Assignor covenants and represents that no other assignments of their interests in the Equipment Agreements, Space Leases and/or the Entitlements, or of its interests in the Rents and Revenue have been made; that no notice of termination has been served on Assignor with respect to any Equipment Agreements, the Space Leases or the Entitlements, the termination of which would be reasonably likely to materially and adversely affect either the Hotel/Casino Facilities or any Additional Business; and that there are presently no defaults existing under any of the Equipment Agreements, the Space Leases or the Entitlements, which defaults would be reasonably likely to materially and adversely affect either the Hotel/Casino Facilities or any Additional Business if left uncured.

11.           Upon the payment of all Indebtedness and performance of all Obligations of the Issuers under the Indenture in full, Agent, at the request and the expense of Assignor, will deliver either an instrument canceling this Assignment or assigning the rights of the Agent hereunder, as Assignor shall direct.

12.           Assignor and Agent intend that this Assignment shall be a present, absolute and unconditional assignment, subject to the license granted above, and not merely the

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passing of a security interest.  During the term of this Assignment, neither the Equipment Agreements, the Space Leases, the Entitlements nor the Rents and Revenues shall constitute property of Assignor (or any estate of Assignor) within the meaning of 11 U.S.C.§541 (as it may be amended or recodified from time to time).

13.           This Assignment applies to, binds and inures to the benefit of, the parties hereto and their respective heirs, administrators, executors, successors and assigns.  This Assignment may not be modified or terminated orally.

14.           All of the rights and remedies of Agent hereunder are cumulative and not exclusive of any other right or remedy which may be provided for hereunder or under any other Collateral Agreements.  Nothing contained in this Assignment and no act done or omitted by Agent, or any Holder, pursuant to its terms shall be deemed a waiver by Agent, or any Holder, of any rights or remedies under the Collateral Agreements, and this Assignment is made and accepted without prejudice to any rights or remedies possessed by Agent, or any Holder, under the terms of the Collateral Agreements.  The right of the Agent and the Holders to collect the secured principal, interest, and other Indebtedness, and to enforce any security may be exercised by Agent prior to, simultaneous with, or subsequent to any action taken under this Assignment.

15.           Upon the occurrence of an Event of Default, Assignor shall be deemed to have appointed and does hereby appoint Agent the attorney-in-fact of Assignor to prepare, sign, file and/or record such documents or instruments, or take such other actions, as may be reasonably necessary to perfect and preserve, against third parties, the interest in the Equipment Agreements, the Space Leases, the Entitlements and Rents and Revenues which is granted to Agent hereunder.

16.           This Assignment shall be governed by the internal laws of the State of Nevada, without regard to principles of conflict of law.

17.           This Assignment may be executed in any number of separate counterparts with the same effect as if the signatures hereto and hereby were upon the same instrument.  All such counterparts shall together constitute one and the same document.

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IN WITNESS WHEREOF, the parties have executed the foregoing instrument as of the day and year first above written.

ASSIGNOR:		AGENT:
OASIS INTERVAL OWNERSHIP, LLC, a Nevada limited-liability company		THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, as collateral agent
By:	/s/ Robert R. Black, Sr.	By:	/s/ Sandeé Parks
	Name:		Name:  Sandeé Parks
	Title:		Title:  Vice President

ASSIGNOR:
VIRGIN RIVER CASINO CORPORATION, a Nevada corporation
By:	/s/ Robert R. Black, Sr.
	Name:
	Title:

ASSIGNOR:
RBG, LLC, a Nevada limited-liability company
By:	/s/ Robert R. Black, Sr.
	Name:
	Title:

ASSIGNOR:
CASABLANCA RESORTS, LLC, a Nevada limited-liability company
By:	/s/ Robert R. Black, Sr.
	Name:
	Title:

8

ASSIGNOR:
B & B B, Inc., a Nevada corporation
By:	/s/ Robert R. Black, Sr.
	Name:
	Title:

9

ACKNOWLEDGMENT

STATE OF NEVADA	}
COUNTY OF CLARK	}ss.

This instrument was acknowledged before me on December 16, 2004 by Robert R. Black, Sr. as Manager of Oasis Interval Ownership, LLC.

/s/ Kimberly Schroeder	.	Kimberly Schroeder Notary Public State of Nevada No. 96-4320-1 My appt. exp. July 18, 2008
NOTARY PUBLIC

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ACKNOWLEDGMENT

STATE OF NEVADA	}
COUNTY OF CLARK	}ss.

This instrument was acknowledged before me on December 16, 2004 by Robert R. Black, Sr. as Chief Executive Officer of Virgin River Casino Corporation.

/s/ Kimberly Schroeder	.	Kimberly Schroeder Notary Public State of Nevada No. 96-4320-1 My appt. exp. July 18, 2008
NOTARY PUBLIC

11

ACKNOWLEDGMENT

STATE OF NEVADA	}
COUNTY OF CLARK	}ss.

This instrument was acknowledged before me on December 16, 2004 by Robert R. Black, Sr. as Manager of RBG, LLC.

/s/ Kimberly Schroeder	.	Kimberly Schroeder Notary Public State of Nevada No. 96-4320-1 My appt. exp. July 18, 2008
NOTARY PUBLIC

12

ACKNOWLEDGMENT

STATE OF NEVADA	}
COUNTY OF CLARK	}ss.

This instrument was acknowledged before me on December 16, 2004 by Robert R. Black, Sr. as Manager of its Manager, RBG, LLC of Casablanca Resorts, LLC.

/s/ Kimberly Schroeder	.	Kimberly Schroeder Notary Public State of Nevada No. 96-4320-1 My appt. exp. July 18, 2008
NOTARY PUBLIC

13

ACKNOWLEDGMENT

STATE OF NEVADA	}
COUNTY OF CLARK	}ss.

This instrument was acknowledged before me on December 16, 2004 by Robert R. Black, Sr. as Chief Executive Officer of B & B B, Inc.

/s/ Kimberly Schroeder	.	Kimberly Schroeder Notary Public State of Nevada No. 96-4320-1 My appt. exp. July 18, 2008
NOTARY PUBLIC

14

ACKNOWLEDGMENT

STATE OF CALIFORNIA	)
	) ss.
COUNTY OF LOS ANGELES	)

On	December 16, 2004,			before me,	Dona L. Bergstrom, Notary Public,
	Date				Name and Title of Officer (e.g., Jane Doe, Notary Public
personally appeared		Sandeé Parks				,
			Name(s) of Signer(s)

	o	personally known to me
	ý	proved to me on the basis of satisfactory evidence
	to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same in his authorized capacity, and that by his signature on the instrument, the person, or the entity on behalf of which the person acted, executed the instrument.
	WITNESS my hand and official seal.
	/s/ Dona L. Bergstrom
	Signature of Notary Public
(SEAL)
Dona L. Bergstrom comm, #1406462 Notary Public-California Los Angeles County My Comm. Expires March 21, 2007

15

EXHIBIT “A”
LEGAL DESCRIPTION

SEE ATTACHED

PARCEL ONE (1):

THAT PORTION OF THE NORTH HALF (N ¹/2) OF THE NORTHEAST QUARTER (NE ¹/4) OF SECTION 16, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B. & M., DESCRIBED AS FOLLOWS:

PARCEL 1 AS SHOWN BY MAP THEREOF IN FILE 93 OF PARCEL MAPS, PAGE 35, IN THE OFFICE OF THE COUNTY RECORDER, CLARK COUNTY, NEVADA.

PARCEL FIVE (5) “THE CASINO PARCEL” (FEE PARCEL):

A PARCEL OF LAND SITUATED WITHIN TRACT 44, SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.M., CITY OF MESQUITE, CLARK COUNTY, NEVADA, BEING MORE PARTICULARLY DESCRIBED ASFOLLOWS:

PARCELS ONE (1) AND TWO (2) AS SHOWN BY MAP THEREOF IN FILE 95, PAGE 42 OP PARCEL MAPS, AS RECORDED IN THE OFFICIAL RECORDS OF THE CLARK COUNTY RECORDER;

INCLUDING THE FOLLOWING DESCRIBED PARCEL OF LAND; BEGINNING AT THE SOUTHWEST CORNER OF PARCEL ONE (1) OF FILE 95, PAGE 42 OF PARCEL MAPS;

THENCE SOUTH 88°21’47” WEST ALONG THE SOUTH BOUNDARY OF SAID TRACT 44 A DISTANCE OF 668.96 FEET TO A POINT OF INTERSECTION WITH AN EXISTING FENCELINE OF OCCUPATION, AS SHOWN ON RECORD OF SURVEY FILE 69, PAGE 60 OF SURVEY MAPS;

THENCE NORTH 01°44’37” WEST ALONG SAID FENCELINE A DISTANCE OF 905.80 FEET TO THE END OF FENCE;

THENCE NORTH 10°32’53” WEST A DISTANCE OF 68.75 FEET TO A POINT OF INTERSECTION ON THE SOUTHERLY RIGHT-OF-WAY OF INTERSTATE 15;

THENCE ALONG SAID RIGHT-OF-WAY NORTH 70°57’41” EAST A DISTANCE OF 584.60 FEET TO A POINT OF CURVE;

THENCE ALONG A CURVE TO THE RIGHT IN A NORTHEASTERLY DIRECTION HAVING A CENTRAL ANGLE OF 01°36’10”, A RADIUS OF 4899.81 FEET, A TANGENT OF 68.54 FEET AND AN ARC LENGTH OF 137.07 FEET TO THE NORTHWEST CORNER OF SAID PARCEL ONE (1);

THENCE SOUTH O1°02’59” EAST ALONG THE WESTERLY BOUNDARY OF SAID PARCEL A DISTANCE OF 1169.68 FEET TO A POINT OF INTERSECTION WITH THE SAID SOUTHERLY BOUNDARY OF TRACT 44, SAID INTERSECTION BEING THE POINT OF BEGINNING.

EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF MESQUITE FOR A PUBLIC STREET RECORDED MAY 12, 1995 IN BOOK 950512 AS DOCUMENT NO. 01341.

PARCEL SEVEN (7):

AN EASEMENT FOR GOLF COURSE CART PATHS AND INCIDENTAL PURPOSES OVER THE FOLLOWING DESCRIBED PROPERTY:

A STRIP OF LAND 54.00 FEET WIDE BEING A PORTION OF GOVERNMENT TRACTS 47 AND 48 IN SECTIONS 13 AND 24, TOWNSHIP 13 SOUTH, RANGE 70 EAST AND SECTIONS 18 AND 19, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B. &M., IN THE CITY OF MESQUITE, CLARK COUNTY, STATE OF NEVADA, THE NORTHERLY LINE OF WHICH IS DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID TRACT 48, SAID POINT BEING DISTANT THEREON SOUTH 89°09’41” WEST 765.00 FEET FROM CORNER NO. AP 1 OF SAID TRACT 48; THENCE ALONG SAID LINE NORTH 89°09’4l” EAST 765.00 FEET TO SAID CORNER; THENCE ALONG THE NORTHERLY LINE OF SAID TRACT 47, NORTH 88°54’43” EAST 325.27 FEET. THE SOUTHERLY SIDELINE OF SAID STRIP SHALL BE PROLONGED SO AS TO TERMINATE IN A LINE BEARING SOUTH 0°08’04” WEST FROM THE POINT OF BEGINNING AND A LINE BEARING SOUTH 01°19’00” EAST FROM THE END.

PARCEL EIGHT (8):

AN EASEMENT FOR ACCESS ROAD AND INCIDENTAL PURPOSES OVER THE FOLLOWING DESCRIBED PROPERTY:

PARCEL A:

A STRIP OF LAND 56.00 FEET WIDE BEING A PORTION OF GOVERNMENT TRACTS 44 AND 45 IN SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B. &M. IN THE CITY OF MESQUITE, CLARK COUNTY, STATE OF NEVADA, LYING 28.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE:

BEGINNING AT A POINT IN THE SOUTHERLY LINE OF SAID TRACT 44, SAID POINT BEING DISTANT THEREON SOUTH 88°54’43” WEST 100.00 FEET FROM CORNER NO. AP 4 OF SAID TRACT 44; THENCE NORTH 02°19’57” WEST 910.11 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 300.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 44°18’51” A DISTANCE OF 232.00 FEET; THENCE TANGENT TO SAID CURVE NORTH 41°58’54” EAST 91.42 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 300.00 FEET; THENCE NORTHEASTERLY ALONG SAID LAST MENTIONED CURVE THROUGH A CENTRAL ANGLE OF 32°22’20” A DISTANCE OF 169.50 FEET TO A LINE BEARING SOUTH 01°36’51” EAST FROM A POINT IN THE NORTHERLY LINE OF SAID TRACT 45; SAID POINT BEING DISTANT THEREON NORTH 88°23’09” EAST 172.00 FEET FROM CORNER NO. AP 3 OF SAID TRACT 45.

THE SIDELINES OF SAID STRIP OF LAND SHALL BE PROLONGED OR SHORTENED SO AS TO TERMINATE IN SAID SOUTHERLY LINE OF TRACT 44 AND IN SAID LINE BEARING SOUTH 01°36’51” EAST.

PARCEL B:

A STRIP OF LAND 50.00 FEET WIDE BEING A PORTION OF GOVERNMENT TRACT 45 IN SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B. &M., IN THE CITY OF MESQUITE, CLARK COUNTY, STATE OF NEVADA, IN THE NORTHERLY LINE OF WHICH IS DESCRIBED AS FOLLOWS:

BEGINNING AT A POINTIN THE NORTHERLY LINE OF SAID TRACT 45, SAID POINT BEING DISTANT THEREON NORTH 88°23’09” EAST 172.00 FEET FROM THE CORNER AP 3 OF SAID TRACT 45; THENCE ALONG SAID LINE NORTH 88°23’09” EAST 290.00 FEET.

PARCEL NINE (9):

AN EASEMENT FOR A WATER STORAGE POND AND INCIDENTAL PURPOSES OVER THE FOLLOWING DESCRIBED PROPERTY:

THE PORTION OF GOVERNMENT TRACT 47 IN SECTION 19, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B. &M. IN THE CITY OF MESQUITE, CLARK COUNTY, STATE OF NEVADA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWEST CORNER OF SAID TRACT 47, THENCE ALONG THE NORTHERLY LINE OF SAID TRACT 47 FROM CORNER NO. AP 2 NORTH 88°54’43” EAST 1292.98 FEET TO CORNER NO. AP 1 OF SAID TRACT 47; THENCE NORTH 88°25’46” EAST 1319.83 FEET; THENCE SOUTH 01°18’56” EAST 622.00 FEET; THENCE SOUTH 85°47’02” WEST 1321.50 FEET TO A POINT IN THE EASTERLY BOUNDARY OF SAID TRACT 47; THENCE SOUTH 71°37’56” WEST 384.61 FEET; THENCE SOUTH 01°19’00” EAST 1029.14 FEET TO THE TRUE POINT OF BEGINNING;

THENCE SOUTH 48°00’34” WEST 795.57 FEET; THENCE SOUTH 69°26’15” WEST 508 66 FEET; THENCE SOUTH 01°2l’5l” EAST 117.04 FEET TO THE SOUTHERLY LINE OF SAID TRACT 47; THENCE ALONG SAID SOUTHERLY LINE NORTH 88°38’09” EAST 1083.52 FEET TO THE SOUTHERLY PROLONGATION OF THAT CERTAIN COURSE DESCRIBED ABOVE AS HAVING A BEARING OF SOUTH 01°19’00” EAST; THENCE NORTH 01°19’00” WEST 802.31 FEET TO THE TRUE POINT OF BEGINNING.

PARCEL TEN (10):

AN EASEMENT FOR CONSTRUCTION OF LEVEE EMBANKMENT FOR THE PULSIPHER WASH FLOOD PLAIN WITHIN THE PULSIPHER WASH AREA OVER THE FOLLOWING DESCRIBED PROPERTY;

SUB-PARCEL ONE (1):

A STRIP OF LAND 36.00 FEET WIDE BEING A PORTION OF GOVERNMENT TRACT 44 IN SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.M., IN THE CITY OF MESQUITE, CLARK COUNTY, STATE OF NEVADA, LYING 18.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE, BEGINNING AT A POINT IN THE SOUTHERLY LINE OF SAID TRACT 44, SAID POINT BEING DISTANT THEREON SOUTH 88°54’43” WEST 242.00 FEET FROM CORNER NO. AP 4 OF SAID TRACT 44; THENCE

1^ST: NORTH 02°59’48” WEST 854.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 150.00 FEET; THENCE

2^ND: NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 57°48’24” A DISTANCE OF 151.43 FEET.

THE SIDELINES OF SAID STRIP OF LAND SHALL BE PROLONGED OR SHORTENED SO AS TO TERMINATE IN SAID SOUTHERLY LINE OF TRACT NO. 44.

SUB-PARCEL TWO (2):

A STRIP OF LAND 36.00 FEET WIDE BEING A PORTION OF GOVERNMENT TRACTS 44 AND 45 IN SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.M., IN THE CITY OF MESQUITE, CLARK COUNTY, STATE OF NEVADA, LYING 18.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE,

BEGINNING AT A POINT IN THE WESTERLY LINE OF SAID TRACT 45, SAID POINT BEING DISTANT THEREON SOUTH 01°18’39” EAST 140.04 FEET FROM CORNER NO. AP 3 OF SAID TRACT 45; THENCE ALONG SAID LINE AND ITS PROLONGATION

1^ST: NORTH 01°18’39” WEST 220.04 FEET; THENCE

2^ND: NORTH 32°12’18” EAST 144.52 FEET; THENCE

3^RD: NORTH 66°32’09” EAST 65.00 FEET.

PARCEL TWELVE (12):

AMENDED LOTS TWENTY-SIX (26) AND TWENTY-SEVEN (27) OF MAP OF DIVISION INTO LARGE PARCELS FOR THE CITY OF MESQUITE, AS SHOWN BY MAP I FILE IN BOOK 2 OF MISCELLANEOUS MAPS, PAGE 37 IN THE OFFICE OF THE COUNTY RECORDER OF CLARK COUNTY, NEVADA.

PARCEL FOURTEEN (14):CASINO LAND

THAT PORTION OF THE TRACT 42 OF SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B. & M., ACCORDING TO THAT CERTAIN INDEPENDENT RESURVEY APPROVED APRIL 17, 1935 AND THAT PORTION OF GOVERNMENT LOT 8 OF SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B. & M. ACCORDING TO THAT CERTAIN INDEPENDENT RESURVEY ACCEPTED MAY 16, 1935 AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

LOTS ONE (1) AND THREE (3) AS SHOWN BY MAP THEREOF IN FILE 59 OF PARCEL MAPS, PAGE 21, IN THE OFFICE OF THE COUNTY RECORDER, CLARK COUNTY, NEVADA.

EXCEPTING FROM LOT ONE (1) ANY PORTION OF OLD MILL ROAD AS DEDICATED FOR PUBLIC USE BY DEED OF DEDICATION RECORDED JANUARY 22, 2001 IN BOOK 20020122 AS DOCUMENT NO. 01073 OF OFFICIAL RECORDS.

PARCEL 14-A: TIMESHARE PARCEL (PEPPERMILL)

THAT PORTION OF TRACT 42 OF SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B. & M., ACCORDING TO THAT CERTAIN INDEPENDENT RESURVEY APPROVED APRIL 17, 1935 AND THAT PORTION OF GOVERNMENT LOT 8 OF SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B. & M., ACCORDING TO THAT CERTAIN INDEPENDENT RESURVEY ACCEPTED MAY 16, 1935 AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

LOT FOUR (4) AS SHOWN BY MAP THEREOF IN FILE 59 OF PARCEL MAPS, PAGE 21,IN THE OFFICE OF THE COUNTY RECORDER, CLARK COUNTY, NEVADA.

PARCEL 14-B:

A NON-EXCLUSIVE EASEMENT RUNNING TO THE BENEFIT OF LOT 4 AS SHOWN IN FILE 59 OF PARCEL MAPS PAGE 21, FOR INGRESS AND EGRESS OVER LOTS 1 AND 2 OF PARCEL MAP FILED IN FILE 59 OF PARCEL MAPS PAGE 21, AS SHOWN ON SAID PARCEL MAP, AND AS SET FORTH IN DECLARATION OF TIME SHARE COVENANT CONDITIONS AND RESTRICTIONS FOR PEPPERMILL PALMS RECORDED DECEMBER 23, 1998 IN BOOK 881223 AS DOCUMENT NO. 00882 OF OFFICIAL RECORDS; TOGETHER WTTH THOSE CERTAIN RIGHTS GRANTED TO THE PEPPERMILL PALMS PROPERTY OWNERS ASSOCIATION AS SET FORTH IN GRANT OF NON-EXCLUSIVE LICENSE RECORDED MAY 15, 1996 IN BOOK 960515 AS DOCUMENT NO. 01731 OF OFFICIAL RECORDS.

PARCEL FIFTEEN (15): TIME SHARE PARCEL (GRAND DESTINATION)

THAT PORTION OF THE SOUTHWEST QUARTER (SW ¹/₄) OF THE NORTHWEST QUARTER (NW ¹/₄) OF SECTION 17 AND SOUTHEAST QUARTER (SE ¹/₄) OF THE NORTHEAST QUARTER (NE ¹/₄) OF. SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B.& M., DESCRIBED AS FOLLOWS:

PARCEL TWO (2) AS SHOWN BY MAP THEREOF IN FILE 80 OF PARCEL MAPS, PAGE 56, AS AMENDED BY CERTIFICATES OF AMENDMENT RECORDED OCTOBER 28, 1994 IN BOOK 941028 AS DOCUMENT NO. 01337 AND MARCH 15, 1995 IN BOOK 950315 AS DOCUMENT NO. 01033, IN THE OFFICE OF THE COUNTY RECORDER, CLARK COUNTY, NEVADA.

PARCEL 15-A:

A NON-EXCLUSIVE EASEMENT RUNNING TO THE BENEFIT OF PARCEL II FOR INGRESS, EGRESS, USE AND ENJOYMENT OF THE COMMON AREAS OF LOTS 1, 2, 3, AND 4 AS SHOWN ON THE PARCEL MAP FILED IN FILE 59 AT PAGE 21 OF PARCEL MAPS, AND AS SET FORTH IN THE DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS RECORDED NOVEMBER 15, 1994 IN BOOK 941115 A DOCUMENT NO. 01215 ANDRE-RECORDED ON DECEMBER 14, 1994 IN BOOK 941214 AS DOCUMENT NO. 0131, AND AS SET FORTH IN THAT CERTAIN HOTEL FACILITIES USE AND EASEMENT AGREEMENT RECORDED NOVEMBER 17, 1994, IN BOOK 941117 AS DOCUMENT NO. 01421, AS RE-RECORDED ON DECEMBER 14, 1994 IN BOOK 941214 AS DOCUMENT NO. 00132 AND AS AMENDED IN DOCUMENT RECORDED JULY 21, 2000 IN BOOK 20000721 AS DOCUMENT NO. 00265, ALL OF OFFICIAL RECORDS.

PARCEL SIXTEEN (16): CASINO PARCEL

THAT PORTION OF THE SOUTHWEST QUARTER (SW ¹/₄) OF THE NORTHWEST QUARTER (NW ¹/₄) OF SECTION 17 AND SOUTHEAST QUARTER (SE ¹/₄) OF THE NORTHEAST QUARTER (NE ¹/₄) OF SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B.& M., DESCRIBED AS FOLLOWS:

PARCELS ONE (1) AND TWO (2) AS SHOWN BY MAP THEREOF IN FILE 96 OF PARCEL MAPS, PAGE 89 IN THE OFFICE OF THE COUNTY RECORDER, CLARK COUNTY, NEVADA.

EXCEPTING FROM PARCEL ONE (1) ANY OF OLD MILL ROAD AS DEDICATED FOR PUBLIC USE BY A DEED OF DEDICATION RECORDED JANUARY 22, 2001 IN BOOK 20010122 AS DOCUMENT NO. 01073 OF OFFICIAL RECORDS

PARCELS 14, 14-A, 15, 16 AND 19 ARE DESCRIBED AS A WHOLE AS FOLLOWS:

A PORTION OF LOT 1, ALL OF LOTS 3 AND 4,  FILE 59, PAGE 21, OF PARCEL MAPS, ALL OF PARCEL 2, FILE 80, PAGE 56 OF PARCEL MAPS, AND A PORTION OF PARCEL 1 AND ALL OF PARCEL 2, FILE 96, PAGE 89 OF PARCEL MAPS, AS RECORDED IN THE OFFICIAL RECORDS OF CLARK COUNTY, NEVADA, AND LOCATED IN TRACT 42, TOWNSHIP 13 SOUTH, RANGE 71 EAST, MOUNT DIABLO BASE AND MERIDIAN, WITHIN THE CITY OF MESQUITE, CLARK COUNTY, NEVADA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE NORTH RIGHT-OF-WAY LINE OF MESQUITE BOULEVARD (A 120.00 FOOT DEDICATED RIGHT-OF-WAY) THAT IS SOUTH 88°45’10” WEST 59.21 FEET ALONG THE MONUMENT LINE AND NORTH 01°14’50” WEST, 60.00 FEET FROM A BRASS CAP MONUMENT AT THE CENTERLINE INTERSECTION OF SAID MESQUITE BOULEVARD AND RIVERSIDE ROAD AND SAID POINT ALSO BEING SOUTH 88°30’40” WEST 69.12 FEET ALONG THE TRACT LINE AND NORTH 01°29’20” WEST 11.71 FEET FROM A BRASS CAP MONUMENT AT ANGLE POINT 4, TRACT 42, TOWNSHIP 13 SOUTH, RANGE 71 EAST, MOUNT DIABLO BASE AND MERIDIAN, AS RECORDED ON THE RECORD OF SURVEY FOR THE CITY OF MESQUITE IN FILE 74 PAGE 27 OF SURVEYS IN THE OFFICIAL RECORDS OF CLARK, COUNTY, NEVADA AND RUNNING:

THENCE SOUTH 88°45’10” WEST 2004.78 FEET ALONG THE NORTH LINE OF SAID MESQUITE BOULEVARD TO A EASTERLY RIGHT OF WAY LINE OF INTERSTATE 15; THENCE NORTH 09°51’48”EAST, 158.92 FEET ALONG THE EAST LINE TO A SOUTHERLY LINE OF SAID INTERSTATE 15; THENCE NORTH 70°0l’34” EAST 515.28 FEET ALONG THE SOUTH LINE OF SAID INTERSTATE 15; THENCE NORTHEASTERLY 1042.60 FEET ALONG THE ARC OF A 5,189.23 FOOT RADIUS CURVE TO THE LEFT WITH A CENTRAL ANGLE OF 11°30’42” AND THE CENTER BEARS NORTH 19°58’17” WEST, ALONG THE SOUTH LINE OF SAID INTERSTATE 15; THENCE NORTH 58°31’01” EAST, 820.63 FEET ALONG THE SOUTH LINE OF SAID INTERSTATE 15 TO THE WEST LINE OF THAT CERTAIN PARCEL MAP FOR TOMMY R. AND MARY LYNN F. LEAVITT AS RECORDED IN FILE 94, PAGE 55 OF PARCEL MAPS; THENCE SOUTH 01°23’43” EAST 581.87 FEET ALONG THE SAID WEST LINE TO A WESTERLY LINE OF OLD MILL ROAD (A 62.00 FOOT DEDICATED RIGHT OF WAY) AS DEDICATED BY THAT DEED OF DEDICATION RECORDED JANUARY 22, 2001 IN BOOK 20010122. INSTRUMENT NO. 01073; THENCE SOUTHWESTERLY 255.19 FEET ALONG THE ARC OF A 630.00 FOOT RADIUS NON-TANGENT CURVE TO THE LEFT WITH A CENTRAL ANGLE OF 20°28’48” AND THE CENTER BEARS SOUTH 69°27’30” EAST, ALONG THE WEST LINE OF SAID OLD MILL ROAD; THENCE SOUTHWESTERLY 198.76 FEET ALONG THE ARC OF A 470.00 FOOT RADIUS CURVE TO THE RIGHT WITH A CENTRAL ANGLE OF 24°13’47” AND THE CENTER BEARS NORTH 89°56’18” WEST, ALONG THE WEST LINE OF SAID OLD MILL ROAD; THENCE NORTH 65°42’31” WEST 10.00 FEET TO THE WEST LINE OF SAID OLD MILL ROAD; THENCE SOUTHWESTERLY 163.21 FEET ALONG THE ARC OF A 540.00 FOOT RADIUS CURVE TO THE LEFT WITH A CENTRAL ANGLE OP 17°19’02” AND THE CENTER BEARS SOUTH 65°42’31” EAST, ALONG THE WEST LINE OF SAID OLD MILL ROAD; THENCE SOUTHWESTERLY 35.68 FEET ALONG THE ARC OF A 25.00 FOOT RADIUS CURVE TO THE RIGHT WITH A CENTRAL ANGLE OF 81°46’43” AND THE CENTER BEARS NORTH 83°01’33” WEST, TO THE NORTH LINE OF SAID MESQUITE BOULEVARD TO THE POINT OF

PARCEL SEVENTEEN (17): TRUST LAND TRANSFERRED

THAT PORTION OF THE NORTH HALF (N ¹/2) OF THE SOUTHEAST QUARTER (SE ¹/4) OF SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.M., DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE SOUTH RIGHT-OF-WAY LINE OF MESQUITE BOULEVARD (A 120.00 FOOT DEDICATED RIGHT-OF-WAY) THAT IS SOUTH 88°45’10” WEST 1250.01 FEET ALONG THE MONUMENT LINE AND SOUTH 01°14’50” EAST 60.00 FEET FROM A BRASS CAP MONUMENT AT THE CENTERLINE INTERSECTION OF SAID MESQUITE BOULEVARD AND RIVERSIDE ROAD AND SAID POINT ALSO BEING SOUTH 88°30’40” WEST 1260.42 FEET ALONG THE TRACT LINE AND SOUTH 01°29’20” EAST 103.26 FEET FROM A BRASS CAP MONUMENT AT ANGLE POINT 4, TRACT 42, TOWNSHIP 13 SOUTH, RANGE 71 EAST, MOUNT DIABLO BASE AND MERIDIAN AS RECORDED ON THE RECORD OF SURVEY FOR THE CITY OF MESQUITE IN FILE 74, PAGE 27 OF SURVEYS IN THE OFFICIAL RECORDS OF CLARK COUNTY, NEVADA AND RUNNING:

THENCE NORTH 88°45’10” EAST 343.44 FEET ALONG SAID SOUTH RIGHT-OF-WAY LINE OF MESQUITE BOULEVARD;

THENCE SOUTH 01°17’49” EAST 45.79 FEET;

THENCE NORTH 89°35’45” EAST 2.57 FEET;

THENCE SOUTH 00°49’36” EAST 79.79 FEET;

THENCE SOUTH 88°52’l1” WEST 18.99 FEET;

THENCE SOUTH 01°18’13” EAST 39.04 FEET;

THENCE NORTH 88°52’11” EAST 18.85 FEET;

THENCE SOUTH 00°59’29” EAST 59.70 FEET;

THENCE SOUTH 88°00’18” WEST 18.61 FEET;

THENCE SOUTH 01°12’58” EAST 145.11 FEET;

THENCE NORTH 88°21’24” EAST 19.29 FEET;

THENCE SOUTH 01°26’55” EAST 97.16 FEET;

THENCE SOUTH 00°31’27” EAST 12.12 FEET;

THENCE SOUTH 86°51’50” WEST 19.53 FEET;

THENCE SOUTH 01°16’47” EAST 81.39 FEET TO THE NORTH RIGHT-OF-WAY LINE OF SMOKEY LANE (A 51.00 FOOT DEDICATED RIGHT-OF-WAY) AS DEDICATED BY THAT DEED OF DEDICATION RECORDED MAY 12, 1995 IN BOOK 950512, INSTRUMENT NO. 01339;

THENCE SOUTH 88°03’00” WEST 354.28 FEET ALONG THE NORTH LINE OF SAID SMOKEY LANE; THENCE NORTHWESTERLY 39.54 FEET ALONG THE ARC OF A 25.00 FOOT RADIUS CURVE TO THE RIGHT WITH A CENTRAL ANGLE OF 90°37’01” AND THE CENTER BEARS NORTH 01°57’00” WEST, TO THE EAST LINE OF PULSIPHER LANE (AN 80.00 FOOT DEDICATED RIGHT-OF-WAY) AS DEDICATED BY THAT DEED OF DEDICATION RECORDED MAY 12, 1995 IN BOOK 950512, INSTRUMENT NO. 01340; THENCE NORTH 01°19’59” WEST 486.19 FEET ALONG THE EAST LINE OF SAID PULSIPHER LANE; THENCE NORTHEASTERLY 84.90 FEET ALONG THE ARC OF A 54.00 FOOT RADIUS CURVE TO THE RIGHT WITH A CENTRAL ANGLE OF 90°05’09” AND THE CENTER BEARS SOUTH 88°40’01” WEST, TO THE SOUTH LINE OF SAID MESQUITE BOULEVARD AND THE POINT OF BEGINNING.

SAID LAND IS ALSO SHOWN AS PARCEL 1 OF THAT CERTAIN PARCEL MAP FILED IN FILE 100 PAGE 0084 OF PARCEL MAPS.

TOGETHER WITH A NON-EXCLUSIVE EASEMENT TO USE, OPERATE, MAINTAIN, REPAIR AND REPLACE A RIGHT OF WAY FOR PEDESTRIAN AND MOTOR VEHICLE INGRESS AND EGRESS ACROSS PARCEL 2 OF PARCEL MAP FILED IN FILE 100 OF PARCEL MAPS, PAGE 0084; ALSO A PERPETUAL EASEMENT FOR WATER DRAINAGE AND FOR THE UTILITIES, PROPANE TANKS, FIRE HYDRANTS AND RAMPS LOCATED ON SAID PARCEL 2 OF PARCEL MAP FILE 100 OF PARCEL MAPS PAGE 0084, ALL AS SET FORTH IN THAT CERTAIN EASEMENT AGREEMENT RECORDED JUNE 29, 2001 IN BOOK 20010629 AS DOCUMENT NUMBER 01646 OF OFFICIAL RECORDS.

PARCEL EIGHTEEN (18): TRUST LAND TRANSFERRED

THAT PORTION OF TRACT 43 IN SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.M., ACCORDING TO INDEPENDENT RESURVEY APPROVED APRIL 17, 1935, DESCRIBED AS FOLLOWS:

COMMENCING AT A POINT ON THE SOUTH RIGHT-OF-WAY LINE OF MESQUITE BOULEVARD (A 120.00 FOOT DEDICATED RIGHT-OF-WAY) THAT IS SOUTH 88°45’10” WEST 280.39 FEET ALONG THE MONUMENT LINE AND SOUTH 01°14’50” EAST 60.00 FEET FROM A BRASS CAP MONUMENT AT THE CENTERLINE INTERSECTION OF SAID MESQUITE BOULEVARD AND RIVERSIDE ROAD AND SAID POINT ALSO BEING SOUTH 88°30’40” WEST 290.81 FEET ALONG THE TRACT LINE AND SOUTH 01°29’20” EAST 107.35 FEET FROM A BRASS CAP MONUMENT AT ANGLE POINT 4, TRACT 42, TOWNSHIP 13 SOUTH, RANGE 71 EAST, MOUNT DIABLO BASE AND MERIDIAN AS RECORDED ON THE RECORD OF SURVEY FOR THE CITY OF MESQUITE IN FILE 74, PAGE 27 OF SURVEYS IN THE OFFICIAL RECORDS OF CLARK COUNTY, NEVADA.

THENCE SOUTH 01°40’ll” EAST 214.65 FEET ALONG A LINE ESTABLISHED BY AN AGREEMENT BETWEEN JOSEPH L. BOWLER AND VERNON FREHNER AS RECORDED ON THAT CERTAIN RECORD OF SURVEY FOR JOSEPH L. BOWLER IN FILE 55, PAGE 30 OF SURVEYS TO THE TRUE POINT OF BEGINNING, AND RUNNING: THENCE NORTH 88°30’40” EAST 241.11 FEET TO THE WEST RIGHT-OF-WAY LINE OF RIVERSIDE ROAD (AN 80.00 FOOT DEDICATED RIGHT-OF-WAY); THENCE SOUTH 01°43’45” EAST, 311.46 FEET ALONG THE WEST LINE OF SAID RIVERSIDE ROAD; THENCE SOUTHWESTERLY 39.17 FEET ALONG THE ARC OF A 25.00 FOOT RADIUS CURVE TO THE RIGHT WITH A CENTRAL ANGLE OF 89°46’45” AND THE CENTER BEARS SOUTH 88°16’15” WEST, TO THE NORTH LINE OF SMOKEY LANE (A 51.00 FOOT DEDICATED RIGHT-OF-WAY)AS RECORDED MAY 12, 1995, IN BOOK 950512, INSTRUMENT NO. 01339; THENCE SOUTH 88°03’00” WEST 230.56 FEET ALONG THE NORTH LINE OF SAID SMOKEY LANE; THENCE NORTH 01°36’37” WEST 338.42 FEET; THENCE NORTH 88°30’40” EAST, 13.65 FEET TO THE POINT OF BEGINNING.

SAID LAND IS ALSO SHOWN AS PARCEL 3 OF PARCEL MAPS FILED IN FILE 100 PAGE 0084 OF PARCEL MAPS.

PARCEL NINETEEN (19):CASINO LAND

THAT PORTION OF TRACT 42, IN SECTION 17, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.M., CITY OF MESQUITE, CLARK COUNTY, NEVADA, DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST NORTHWESTERLY CORNER OF LOT 3 AS SHOWN BY MAP THEREOF ON FILE IN FILE 94, PAGE 55 OF PARCEL MAPS IN THE CLARK COUNTY RECORDER’S OFFICE, CLARK COUNTY, NEVADA, SAID POINT BEING ON THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF INTERSTATE ROUTE 15; THENCE SOUTH 01°23’43” EAST ALONG THE WEST LINE OF SAID PARCEL MAP AND ITS SOUTHERLY PROLONGATION, 581.87 FEET TO A POINT ON THE NORTHWESTERLY RIGHT-OF-WAY OF OLD MILL ROAD AS DEEDED TO THE CITY OF MESQUITE ON JANUARY 22, 2001, BY DEED OF DEDICATION, RECORDED IN BOOK 20010122 OF OFFICIAL RECORDS AS INSTRUMENT NO. 01073 IN THE CLARK COUNTY RECORDER’S OFFICE, CLARK COUNTY, NEVADA; THENCE FROM A TANGENT BEARING SOUTH 20°32’30” WEST, CURVING TO THE LEFT ALONG SAID NORTHWESTERLY RIGHT-OF-WAY LINE OF OLD MILL ROAD, HAVING A RADIUS OF 630.00 FEET, CONCAVE SOUTHEASTERLY, THROUGH A CENTRAL ANGLE OF 03°39’11”, AN ARC LENGTH OF 40.17 FEET TO A POINT ON THE EAST LINE OF PARCEL 1 AS SHOWN BY MAP THEREOF ON FILE IN FILE 96, PAGE 89 OF PARCEL MAPS IN THE CLARK COUNTY RECORDER’S OFFICE, CLARK COUNTY; NEVADA, A RADIAL ONE TO SAID POINT BEARS NORTH 73°06’41” WEST; THENCE NORTH 00°54’40” WEST ALONG SAID EAST LINE 614.61 FEET TO A POINT ON SAID SOUTHEASTERLY RIGHT-OF-WAY LINE OF INTERSTATE ROUTE 15; THENCE NORTH 58°31’01” EAST ALONG SAID SOUTHEASTERLY RIGHT-OF-WAY LINE, 9.96 FEET TO THE POINT OF BEGINNING.

PARCEL TWENTY (20): CASINO LAND

A PORTION OF THE WEST HALF (W ¹/2) OF THE SOUTHWEST QUARTER (SW ¹/4) OF THE SOUTHWEST QUARTER (SW ¹/4) OF THE NORTHWEST QUARTER (NW ¹/4) OF SECTION 17, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.M., EXCEPTING THEREFROM ANY PORTION OF OLD MILL ROAD AS DEDICATED FOR PUBLIC USE BY A DEED OF DEDICATION RECORDED JANUARY 22, 2001 IN BOOK 20010122 AS DOCUMENT NO. 01073 OF OFFICIAL RECORDS, AND DESCRIBED BY METES AND BOUNDS AS FOLLOWS:

A PORTION OF LOT 1, FILE 59, PAGE 21 OF PARCEL MAPS, AND A PORTION OF PARCEL 1, FILE 96, PAGE 89 OF PARCEL MAPS AS RECORDED IN THE OFFICIAL RECORDS OF CLARK COUNTY, NEVADA, AND LOCATED IN TRACT 42, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M D B& .M, WITHIN THE CITY OF MESQUITE, CLARK COUNTY, NEVADA AND BEING MORE PARTICULARLY DESCRIBED AS:

BEGINNING AT A POINT ON THE NORTH RIGHT OF WAY LINE OF MESQUITE BOULEVARD (A 120.00 FOOT DEDICATED RIGHT OF WAY) THAT IS NORTH 88°45’10” EAST 74.59 FEET ALONG THE MONUMENT LINE AND NORTH 01°14’50” WEST 60.00 FEET FROM A BRASS CAP MONUMENT AT THE CENTERLINE INTERSECTION OF SAID MESQUITE BOULEVARD AND RIVERSIDE ROAD AND SAID POINT ALSO BEING SOUTH 88°35’46” WEST 64.66 FEET ALONG THE TRACT LINE AND NORTH 01°24’14” WEST 11.25 FEET FROM A BRASS CAP MONUMENT AT ANGLE POINT 4, TRACT 42, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M D B &M AS RECORDED ON THE RECORD OF SURVEY FOR THE CITY OF MESQUITE IN FILE 74 PAGE 27 OF SURVEYS IN THE OFFICIAL RECORDS OF CLARK COUNTY, NEVADA AND RUNNING:

THENCE NORTHWESTERLY 43.96 FEET ALONG THE ARC OF A 25.00 FOOT RADIUS CURVE TO THE RIGHT WITH A CENTRAL ANGLE OF 100°45’14” AND THE CENTER BEARS NORTH 01°14’50” WEST, TO A EAST RIGHT OF WAY LINE OF OLD MILL ROAD (AN 82.00 FOOT DEDICATED RIGHT OF WAY) AS DEDICATED BY THAT DEED OF DEDICATION RECORDED JANUARY 22, 2001 IN BOOK 20010122, INSTRUMENT NO. 01073; THENCE NORTHEASTERLY 118.18 FEET ALONG THE ARC OF A 458.00 FOOT RADIUS CURVE TO THE RIGHT WITH A CENTRAL ANGLE OF 14°47’05” AND THE CENTER BEARS SOUTH 80°29’36” EAST, ALONG THE EAST LINE OF SAID OLD MILL ROAD; THENCE NORTH 65°42’31” WEST 10.00 FEET TO THE EAST LINE OF SAID OLD MILL ROAD; THENCE NORTHEASTERLY 104.69 FEET ALONG THE ARC OF A 532.00 FOOT RADIUS CURVE TO THE LEFT WITH A CENTRAL ANGLE OF 11°16’30” AND THE CENTER BEARS NORTH 65°42’31” WEST, ALONG THE EAST LINE OF SAID OLD MILL ROAD; THENCE SOUTH 01°23’43” EAST, 244.25 FEET TO AND ALONG THE WEST LINE OF THAT CERTAIN RECORD OF SURVEY, APN 670-210-005 FOR NEPHI JENSEN AS RECORDED IN FILE 96, PAGE 98 OF SURVEYS TO THE NORTH LINE OF SAID MESQUITE BOULEVARD; THENCE SOUTH 88°45’10” WEST 39.33 FEET ALONG THE NORTH LINE OF SAID MESQUITE BOULEVARD TO THE POINT OF BEGINNING.

PARCEL SIX (6): LEASEHOLD GOLF COURSE PARCEL:

A PARCEL OF LAND SITUATED WITHIN A PORTION OF GOVERNMENT TRACTS 45, 47 AND 48 TOWNSHIP 13 SOUTH, RANGE 70 AND 71 EAST INCLUDING PORTIONS OF GOVERNMENT LOTS 1, 2, 4 AND 5 SECTION 24, TOWNSHIP 13 SOUTH, RANGE 70 EAST, M.D.M., IN THE CITY OF MESQUITE, CLARK COUNTY, STATE OF NEVADA, DESCRIBED AS A WHOLE AS FOLLOWS:

BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID TRACT 47, SAID POINT BEING DISTANCE THEREON NORTH 88°54’43” EAST 325.27 FEET FROM CORNER NO. AP 2 OF SAID TRACT 47; THENCE

1^ST:ALONG SAID NORTHERLY LINE NORTH 88°54’43” EAST 967.71 FEET TO CORNER NO. AP 1 OF SAID TRACT 47; THENCE

2^ND:NORTH 88°25’46” EAST 1,319.83 FEET; THENCE

3^RD:SOUTH 1°18’56” EAST 622.00 FEET; THENCE

4^TH:SOUTH 82°36’ 27” WEST 1,697.05 FEET; THENCE

5^TH:SOUTH 1°19’00” EAST 814.93 FEET; THENCE

6^TH:SOUTH 59°22’00” WEST 224.48 FEET; THENCE

7^TH:SOUTH 83°21’02” WEST 165.66 FEET; THENCE

8^TH:SOUTH 47°45’13” WEST 154.02 FEET; THENCE

9^TH:SOUTH 0°18’40” WEST 476.96 FEET; THENCE

10^TH:SOUTH 57°23’50” WEST 280.00 FEET; THENCE

11^TH:NORTH 65°35’31” WEST 93.53 FEET; THENCE

12^TH:SOUTH 69°26’15” WEST 283.52 FEET; THENCE

13^TH:SOUTH 82°58’31” WEST 276.41 FEET; THENCE

14^TH:NORTH 54°06’01” WEST 333.14 FEET; THENCE

15^TH:NORTH 73°49’56” WEST 279.46 FEET; THENCE

16^TH:NORTH 83°02’35” WEST 173.51 FEET; THENCE

17^TH:SOUTH 3°53’51” WEST 111.01 FEET; THENCE

18^TH:SOUTH 76°36’05” WEST 134.35 FEET; THENCE

19^TH:SOUTH 47°19’10” WEST 297.27 FEET; THENCE

20^TH:SOUTH 65°55’34” WEST 33.46 FEET; THENCE

21^ST:SOUTH 14°39’50” EAST 81.14 FEET; THENCE

22^ND:SOUTH 4°57’37” EAST 212.99 FEET; THENCE

23^RD:SOUTH 34°14’55” EAST 139.30 FEET TO THE EASTERLY LINE OF SAID GOVERNMENT LOT 4; THENCE

24^TH:ALONG SAID EASTERLY LINE SOUTH 0°49’36” EAST 186.69 FEET

25^TH:SOUTH 39°40’29’’ WEST 401.25 FEET; THENCE

26^TH:NORTH 81°07’12” WEST 541.64 FEET; THENCE

27^TH:NORTH 73°24’36” WEST 73.44 FEET; THENCE

28^TH:SOUTH 63°55’10” WEST 40.51 FEET; THENCE

29^TH:NORTH 89°21’36” WEST 200.77 FEET; THENCE

30^TH:NORTH 55°39’10” WEST 97.78 FEET; THENCE

31^ST:SOUTH 47°36’10” WEST 178.98 FEET; THENCE

32^ND:SOUTH 66°38’13” WEST 128.53 FEET; THENCE

33^RD:SOUTH 41°35’07” EAST 88.60 FEET; THENCE

34^TH:SOUTH 31°21’05” WEST 273.76 FEET; THENCE

35^TH:SOUTH 62°23’48” WEST 191.31 FEET; THENCE

36^TH:SOUTH 86°48’27” WEST 375.82 FEET; THENCE

37^TH:SOUTH 58°43’24” WEST 195.82 FEET TO THE SOUTHERLY LINE OF SAID GOVERNMENT LOT 5; THENCE ALONG THE BOUNDARIES OF SAID LOT 5 THE FOLLOWING TWO COURSES; THENCE

38^TH:SOUTH 89°07’01” WEST 400.26 FEET TO THE WEST LINE THEREOF; THENCE

39^TH:NORTH 0°48’22” WEST 1,347.51 FEET TO THE SOUTHWESTERLY CORNER OF SAID LOT 2; THENCE

40^TH:ALONG THE WESTERLY LINE OF SAID LOT 2, NORTH 0°50’00” WEST 400.66 FEET TO THE SOUTHEASTERLY LINE OF INTERSTATE 15; THENCE ALONG THE BOUNDARY OF SAID INTERSTATE THE FOLLOWING THREE COURSES,

41^ST:NORTH 48°23’14” EAST 102.62 FEET; THENCE

42^ND:NORTH 0°54’11” WEST 134.87 FEET; THENCE

43^RD:NORTH 48°25’31” EAST 3,146.69 FEET TO THE NORTHERLY LINE OF SAID TRACT 48; THENCE

44^TH:ALONG SAID NORTHERLY LINE NORTH 89°09’41” EAST 809.67 FEET TO A POINT THEREON DISTANT WESTERLY 765.00 FEET FROM AP 1 OF SAID TRACT 48; THENCE

45^TH:SOUTH 0°08’04” WEST 396.93 FEET; THENCE

46^TH:SOUTH 61°24’22” WEST 370.88 FEET; THENCE

47^TH:SOUTH 68°05’09” WEST 285.75 FEET; THENCE

48^TH:SOUTH 62°37’02” WEST 636.97 FEET; THENCE

49^TH:SOUTH 29°18’35” WEST 460.35 FEET; THENCE

50^TH:SOUTH 40°30’03” WEST 389.21 FEET; THENCE

51^ST:SOUTH 53°14’49” WEST 863.69 FEET; THENCE

52^ND:SOUTH 87°16’05” WEST 216.96 FEET; THENCE

53^RD:SOUTH 03°44’43” WEST 912.08 FEET; THENCE

54^TH:NORTH 84°14’18” EAST 256.81 FEET; THENCE

55^TH:NORTH 63°22’46” EAST 591.67 FEET; THENCE

56^TH:SOUTH 81°38’26” EAST 622.24 FEET; THENCE

57^TH:NORTH 11°53’12” EAST 401.43 FEET; THENCE

58^TH:NORTH 18°09’07” EAST 410.78 FEET; THENCE

59^TH:NORTH 23°58’25” EAST 159.12 FEET; THENCE

60^TH:NORTH 20°59’49” EAST 190.64 FEET; THENCE

61^ST:NORTH 31°49’12” EAST 181.64 FEET; THENCE

62^ND:NORTH 43°29’00” EAST 144.87 FEET; THENCE

63^RD:NORTH 58’06’52” EAST 141.27 FEET; THENCE

64^TH:NORTH 76°13’57” EAST 181.01 FEET; THENCE

65^TH:SOUTH 64°38’02” EAST 129.18 FEET; THENCE

66^TH:SOUTH 39°25’17” EAST 110.49 FEET; THENCE

67^TH:SOUTH 22°12’37” EAST 184.27 FEET; THENCE

68^TH:SOUTH 46°47’30” EAST 92.89 FEET; THENCE

69^TH:SOUTH 63°00’16” EAST 102.39 FEET; THENCE

70^TH:SOUTH 88°12’04” EAST 527.06 FEET; THENCE

71^ST:NORTH 64°2l’23” EAST 614.21 FEET; THENCE

72^ND:NORTH 1°19’00” WEST 1,614.48 FEET TO THE POINT OF BEGINNING.

EXCEPT THEREFROM THAT PORTION WHICH LIES WITHIN SAID GOVERNMENT LOT 2.

PARCEL ELEVEN (11): (LEASEHOLD PARCEL)

COMMENCING AT A POINT 20 RODS NORTH OF THE SOUTHWEST CORNER OF THE NORTHEAST QUARTER (NE ¹/4) OF THE SOUTHEAST QUARTER (SE ¹/4 OF SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.M.; THENCE EAST 40 RODS; THENCE NORTH 20 RODS; THENCE WEST 40 RODS; THENCE SOUTH 20 RODS TO THE PLACE OF BEGINNING.

EXCEPTING THEREFROM ANY PORTION LYING WITHIN PULSIPHER LANE AND SMOKEY LANE AS DESCRIBED IN DEED OF DEDICATION TO THE CITY OF MESQUITE RECORDED MAY 12, 1995 IN BOOK 950512 AS DOCUMENT NO. 01344 OF OFFICIAL RECORDS.

PARCEL TWELVE (12):

AMENDED LOTS TWENTY-SIX (26) AND TWENTY-SEVEN (27) OF MAP OF DIVISION INTO LARGE PARCELS FOR THE CITY OF MESQUITE, AS SHOWN BY MAP I FILE IN BOOK 2 OF MISCELLANEOUS MAPS, PAGE 37 IN THE OFFICE OF THE COUNTY RECORDER OF CLARK COUNTY, NEVADA.

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EX-2.26

Exhibit 2.26

Indexed Microfilmed

2004118972 BK 5355 PG 98

Official Records of Mohave County

Joan Mc Call, Mohave County Recorder

12/20/2004 04:12P P1 of 16

Transnation Title Ins Co

Recording Fee 25.00

Assessor’s Parcel Numbers:

402-18-025; 402-18-023; 402-18-011; 402-18-012;

402-19-003; 402-19-004; 402-41-010; 402-42-011

When recorded mail to:

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue, Suite 3400

Los Angeles, California  90071

Attn:  Brandi Ehlers, Esq.

ASSIGNMENT OF ENTITLEMENTS, CONTRACTS,
RENTS AND REVENUES

THIS ASSIGNMENT OF ENTITLEMENTS, CONTRACTS, RENTS AND REVENUES (“Assignment”) is made and entered into as of December 16, 2004, by and between OASIS RECREATIONAL PROPERTIES, INC., a Nevada corporation (“Assignor”), and The Bank of New York Trust Company, N.A., a national banking association, as collateral agent, hereinafter referred to, together with its successors and assigns, in such capacity, as “Agent”.

R E C I T A L S:

WHEREAS:

A.Assignor is the lessee and fee owner of certain parcels of real property which are situate in the County of Mohave, State of Arizona and which is more particularly described on “Exhibit A” attached hereto (the “Land”).  All references herein to the “Real Property” shall be to: (i) the Land; (ii) all real property which is adjacent to, or used in connection with, the Land and in which Assignor now owns, or hereafter acquires, an interest (the “Adjacent Property”); and (iii) all tenements, hereditaments and appurtenances to the Land or the Adjacent Property.

B.Reference is also made to that certain Indenture (as it may be hereafter renewed, extended, amended, restated or otherwise modified, the “Indenture”) executed concurrently or substantially concurrently herewith, by and among Virgin River Casino Corporation, a Nevada corporation, RBG, LLC, a Nevada limited-liability company and B & B B, Inc., a Nevada corporation (collectively, the “Issuers”, which term includes any successors to

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any of such persons under the Indenture), and The Bank of New York Trust Company, N.A., a national banking association, as trustee (together with any entity which hereafter becomes a Trustee under the Indenture, the “Trustee”).  All capitalized terms which are used but not otherwise defined herein shall have the respective meanings and be construed herein as provided in the Indenture and any reference to a provision of the Indenture shall be deemed to incorporate that provision as a part hereof in the same manner and with the same effect as if the same were fully set forth herein.

C.The Indenture provides, among other things, that the Issuers may issue up to the aggregate principal amount of One Hundred Twenty-Five Million and No/100 Dollars ($125,000,000.00) in Notes.

D.It is a condition of the Notes that all of Assignor’s present and future right, title and interest in and to:

(i)all assignable leases and purchase contracts which are now existing or are hereafter entered into, for furniture, fixtures, equipment, signs and other items of personal property which are used in connection with, or which relate to: (aa) the Real Property; (bb) any hotel, casino and/or resort business and related activities which are now, or are hereafter, conducted by, or on behalf of, Assignor on the Real Property (collectively, the “Hotel/Casino Facilities”); or (cc) any other business activity now, or hereafter, conducted by, or on behalf of, Assignor on, or in connection with, the Real Property (collectively, the “Additional Business(es)”); all together with any and all modifications, extensions, or renewals thereof (collectively, the “Equipment Agreements”);

(ii)all assignable leases, subleases, licenses, concessions, franchises and other use or occupancy agreements which now exist or are hereafter entered into and which relate to any portion of the Real Property, and all guarantees, extensions, renewals, amendments and modifications thereof (collectively, the “Space Leases”);

(iii)all present and future rents, issues, profits, products, earnings, accounts, rights, benefits, income, proceeds, payments, revenue, receipts and deposits of any kind or nature (collectively, the “Proceeds”) which relate to, or are derived from, the Real Property, the Hotel/Casino Facilities, or any Additional Business, including, without limitation, present and future Proceeds, of any nature whatsoever, derived from, or received with respect to, casinos, bars, restaurants, hotel rooms, spa facilities, golf courses,banquet facilities, convention facilities, retail premises and other facilities related to, or used in connection with, the Real Property, the Hotel/Casino Facilities, and/or any Additional Business, and also including without limitation, Proceeds from any of the Space Leases (collectively, the “Rents and Revenues”); and

(iv)all present and future assignable permits, licenses, warranties, contracts and other entitlements, if any, which are issued, granted, agreed to, or entered into in connection with, or relating to, the Real Property, the Hotel/Casino Facilities or any Additional Business, together with any and all modifications, extensions or renewals thereof (collectively, the “Entitlements”);

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in each and every case excluding all Excluded Assets, be presently assigned to Agent for the benefit of Holders in consideration of the Notes upon the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the Notes, Assignor does hereby presently, absolutely and unconditionally assign to Agent for the benefit of the Holders all of their right, title and interest in and to the Equipment Agreements, the Space Leases, the Rents and Revenues and the Entitlements, in each and every case excluding all Excluded Assets, as follows:

1.Assignor does hereby grant, assign and convey unto Agent all the right, title, interest and privilege which Assignor has or may hereafter acquire, in or to: (i) all assignable Equipment Agreements, Space Leases and/or Entitlements; and (ii) the Rents and Revenues.  Without limiting the generality of the foregoing, and subject to the provisions of Sections 4 and 5 below, Agent shall have the present and continuing right with full power and authority, in its own name, or in the name of Assignor, or otherwise: (aa) to do any and all things which Assignor may be or may become entitled to do under the Equipment Agreements, Space Leases, and/or Entitlements and the right to make all waivers and agreements, give all notices, consents and releases and other instruments and to do any and all other things whatsoever which Assignor may be or may become entitled to do under said Equipment Agreements, Space Leases and/or Entitlements; and (bb) to make claim for, enforce, collect, receive and make receipt (in its own name, in the name of Assignor, or otherwise) for any and all of the Rents and Revenues and to do any and all things which Assignor is or may become entitled to do for the collection of the Rents and Revenues.

2.The acceptance of this Assignment and the payment or performance under the Equipment Agreements, the Space Leases, the Rents and Revenues and/or Entitlements hereby assigned shall not constitute a waiver of any rights of Agent or the Holders under the terms of the Indenture or any other Collateral Agreements for the benefit of any of Agent or the Holders.

3.Assignor shall keep and perform the following with respect to the Equipment Agreements, the Space Leases and the Entitlements:

(a)Except as may be permitted in the Indenture, Assignor will not further assign any interest in the Equipment Agreements, in the Space Leases, or in the Entitlements, or create or permit any lien, charge, or encumbrance upon their interests in the Equipment Agreements, in the Space Leases or in the Entitlements;

(b)Assignor will not, without the prior written consent of Agent:

(i)cause, or consent to, any cancellation, termination or surrender of any Equipment Agreement, Space Lease or Entitlement if such cancellation, termination or surrender would be reasonably likely to materially and adversely affect either the Hotel/Casino Facilities or any Additional Business (except for any cancellation or termination of an Equipment Agreement, Space Lease or Entitlement which is caused by a default thereunder on the part of a party other than Assignor or one of its Affiliates);

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(ii)permit any event to occur which would entitle any party to an Equipment Agreement, Space Lease or Entitlement to terminate or cancel said Equipment Agreement, Space Lease or Entitlement if such cancellation or termination would be reasonably likely to materially and adversely affect either the Hotel/Casino Facilities or any Additional Business (except any cancellation or termination of an Equipment Agreement, Space Lease or Entitlement which is caused by a default thereunder on the part of a party other than Assignor or one of its Affiliates);

(iii)amend or modify any of the Equipment Agreements or the Space Leases or any of the Entitlements if such amendment or modification would be reasonably likely to materially and adversely affect either the Hotel/Casino Facilities or any Additional Business;

(iv)waive any default under or breach of any Equipment Agreements, any Space Leases or any Entitlements except for any waiver that would not be reasonably likely to result in any material adverse affect on either the Hotel/Casino Facilities or any Additional Business; or

(v)give any consent, waiver or approval which would impair Assignor’s interest in any of the Equipment Agreements, any of the Space Leases or any of the Entitlements if such consent, waiver or approval would be reasonably likely to materially and adversely affect either the Hotel/Casino Facilities or any Additional Business.

(c)Assignor will promptly notify Agent of the occurrence of any default under any of the Equipment Agreements, Space Leases and/or Entitlements, which, if left uncured, would be reasonably likely to materially and adversely affect either the Hotel/Casino Facilities or any Additional Business.

4.Notwithstanding anything to the contrary contained in this Assignment, it is understood and agreed that so long as there shall exist no Event of Default under the Indenture there is reserved to Assignor a revocable license to retain, use and enjoy the Equipment Agreements, the Space Leases, the Entitlements and the properties and entitlements which are the subject thereof.  Upon the occurrence of an Event of Default, such license granted to Assignor may be immediately revoked by Agent without further demand or notice and Agent is hereby empowered to enter and take possession of the Real Property and to use, manage and operate the same and to do all acts required or permitted by the Equipment Agreements, the Space Leases and/or the Entitlements, and perform such other acts in connection with the use, management and operation of the property and entitlements, which are the subject of the Equipment Agreements, the Space Leases and the Entitlements as Agent, in its sole discretion, may deem proper (including, without limitation, such acts as are otherwise authorized under this Assignment).  Agent agrees that, until such license granted to Assignor has been revoked, as set forth above, Agent shall refrain from exercising its rights and remedies which are granted with respect to the Equipment Agreements, the Space Leases, and/or the properties they concern under Section 1 of this Assignment or under this Section 4.  Should the Event of Default which resulted in any such revocation be cured prior to foreclosure, deed-in-lieu of foreclosure, or a similar conveyance under the Collateral Agreements, then such license granted to Assignor shall be immediately reinstated without further demand or notice and Agent shall, as soon as

4

reasonably possible, redeliver to Assignor possession of the Equipment Agreements, of the Space Leases and of the Entitlements (and, at the expense of Assignor, shall execute such notices to third parties as Assignor may reasonably request) and the parties hereto shall each be restored to, and be reinstated in, their respective rights and positions hereunder as if the Event of Default had not occurred (without impairment of or limitation on Agent’s right to proceed hereunder upon subsequent Events of Default).

5.It is also understood and agreed that so long as there shall exist no Event of Default under the Indenture there is reserved to Assignor a revocable license to collect the Rents and Revenues as they become due, but not prior to accrual.  Upon the occurrence of an Event of Default, such license granted to Assignor may be immediately revoked without further demand or notice and Agent is hereby empowered, but shall not be obligated, to do any, or all of the following: (i) enter and take possession of the Real Property; (ii) manage and operate all, or any portion of, the Real Property, the Hotel/Casino Facilities and/or the Additional Businesses (or any of them); (iii) demand payment of the Rents and Revenues from the appropriate party; (iv) give notice that further payments of Rents and Revenues are to be made as directed by Agent; and (v) settle compromise, bring suit in respect of Rents and Revenues or otherwise deal with the person owing such Rents and Revenues, either in the name of Assignor or in its own name; all on its own behalf or through a receiver.  If any such Rents and Revenues are collected by Assignor in violation of this Assignment, such Rents and Revenues shall be held in trust for the benefit of Agent.  No action taken by Agent, or by a receiver, in exercising any of the rights and remedies hereunder shall cause any of them to be characterized as a Person in possession.  This Assignment is intended to be and is an absolute present assignment from Assignor to Agent and not merely the passing of a security interest.  Agent agrees that, until such license granted to Assignor has been revoked, as set forth above, Agent shall refrain from exercising its rights and remedies which are granted with respect to the Rents and Revenues and/or the collection thereof under Section 1 of this Assignment or under this Section 5.  Should the Event of Default which resulted in any such revocation be cured prior to foreclosure, deed-in-lieu of foreclosure, or a similar conveyance under the Collateral Agreements, then such license granted to Assignor shall be immediately reinstated without further demand or notice and Agent shall, as soon as reasonably possible, execute, at the expense of Assignor, such notices to third parties as Assignor may reasonably request and the parties hereto shall each be restored to, and be reinstated in, their respective rights and positions hereunder as if the Event of Default had not occurred (without impairment of or limitation on Agent’s right to proceed hereunder upon subsequent Events of Default).

6.Agent shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Assignor under the Equipment Agreements, the Space Leases, the Entitlements, and/or relating to the Rents and Revenues.  This Assignment shall not place responsibility for the management, control, care, operation or repair of the Real Property, the Hotel/Casino Facilities or any Additional Business, upon any of the Agent or the Holders, or upon any of their respective trustees, officers, employees, agents, attorneys or stockholders (collectively, the “Indemnified Parties”); nor shall this Assignment cause any of the Indemnified Parties to be responsible or liable for any negligence in the management, control, care, operation or repair of the Real Property, the Hotel/Casino Facilities or any Additional Business, which results in loss, injury or death to any tenant, guest, licensee, employee or stranger (provided that

5

this Section 6 shall not act to relieve any Indemnified Party from liability which results from such Indemnified Party’s own gross negligence or willful misconduct).

7.Assignor agrees to indemnify, protect, defend and hold harmless the Indemnified Parties from and against any and all losses, damages, expenses or liabilities of any kind or nature from any suits, claims, demands or other proceedings, including reasonable counsel fees incurred in investigating or defending such claim, suffered by any of them and caused by, relating to, arising out of, resulting from, or in any way connected with: (i) this Assignment; (ii) any of the Equipment Agreements, Space Leases, Entitlements, or Rents and Revenues; or (iii) the management, control, care, operation or repair of the Real Property, the Hotel/Casino Facilities and/or any Additional Business; all in accordance with Section 7.7 of the Indenture, which is incorporated by reference herein, as if fully set forth herein.

8.Assignor agrees that this Assignment and the designation and directions herein set forth are irrevocable.  Until all Indebtedness and Obligations of the Issuers have been paid and performed in full, Assignor will not make any other assignment, designation or direction inconsistent herewith (except as otherwise permitted in the Indenture), and any such assignment, designation or direction which is inconsistent herewith shall be void.  Assignor will, from time to time, execute all such instruments of further assurance and all such supplemental instruments as may be reasonably requested by Agent.

9.No action or inaction on the part of Agent, or any Holder, shall constitute an assumption on the part of Agent, or any Holder, of any obligations or duties under the Equipment Agreements, Space Leases and/or the Entitlements, or relating to the Rents and Revenues.  No action or inaction on the part of Assignor shall adversely affect or limit in any way the rights of Agent under this Assignment or, through this Assignment, under the Equipment Agreements, the Space Leases and/or the Entitlements, or relating to the Rents and Revenues.

10.Assignor covenants and represents that no other assignments of their interests in the Equipment Agreements, Space Leases and/or the Entitlements, or of its interests in the Rents and Revenue have been made; that no notice of termination has been served on Assignor with respect to any Equipment Agreements, the Space Leases or the Entitlements, the termination of which would be reasonably likely to materially and adversely affect either the Hotel/Casino Facilities or any Additional Business; and that there are presently no defaults existing under any of the Equipment Agreements, the Space Leases or the Entitlements, which defaults would be reasonably likely to materially and adversely affect either the Hotel/Casino Facilities or any Additional Business if left uncured.

11.Upon the payment of all Indebtedness and performance of all Obligations of the Issuers under the Indenture in full, Agent, at the request and the expense of Assignor, will deliver either an instrument canceling this Assignment or assigning the rights of the Agent hereunder, as Assignor shall direct.

12.Assignor and Agent intend that this Assignment shall be a present, absolute and unconditional assignment, subject to the license granted above, and not merely the passing of a security interest.  During the term of this Assignment, neither the Equipment Agreements, the Space Leases, the Entitlements nor the Rents and Revenues shall constitute

6

property of Assignor (or any estate of Assignor) within the meaning of 11 U.S.C.§541 (as it may be amended or recodified from time to time).

13.This Assignment applies to, binds and inures to the benefit of, the parties hereto and their respective heirs, administrators, executors, successors and assigns.  This Assignment may not be modified or terminated orally.

14.All of the rights and remedies of Agent hereunder are cumulative and not exclusive of any other right or remedy which may be provided for hereunder or under any other Collateral Agreements.  Nothing contained in this Assignment and no act done or omitted by Agent, or any Holder, pursuant to its terms shall be deemed a waiver by Agent, or any Holder, of any rights or remedies under the Collateral Agreements, and this Assignment is made and accepted without prejudice to any rights or remedies possessed by Agent, or any Holder, under the terms of the Collateral Agreements.  The right of the Agent and the Holders to collect the secured principal, interest, and other Indebtedness, and to enforce any security may be exercised by Agent prior to, simultaneous with, or subsequent to any action taken under this Assignment.

15.Upon the occurrence of an Event of Default, Assignor shall be deemed to have appointed and does hereby appoint Agent the attorney-in-fact of Assignor to prepare, sign, file and/or record such documents or instruments, or take such other actions, as may be reasonably necessary to perfect and preserve, against third parties, the interest in the Equipment Agreements, the Space Leases, the Entitlements and Rents and Revenues which is granted to Agent hereunder.

16.This Assignment shall be governed by the internal laws of the State of Arizona, without regard to principles of conflict of law.

17.This Assignment may be executed in any number of separate counterparts with the same effect as if the signatures hereto and hereby were upon the same instrument.  All such counterparts shall together constitute one and the same document.

7

IN WITNESS WHEREOF, the parties have executed the foregoing instrument as of the day and year first above written.

ASSIGNOR:		AGENT:
OASIS RECREATIONAL PROPERTIES, INC., a Nevada corporation		THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, as collateral agent
By:	/s/ Robert R. Black, Sr.	By:	/s/ Sandeé Parks
	Name: Robert R. Black, Sr.		Name: Sandeé Parks
	Title: President and Treasurer		Title: Vice President

8

ACKNOWLEDGMENT

STATE OF NEVADA	}
COUNTY OF CLARK	}ss.

This instrument was acknowledged before me on December 16, 2004 by Robert R. Black, Sr. as President of Oasis Recreational Properties, Inc..

/s/ Kimberly Schroeder	.
NOTARY PUBLIC

Kimberly Schroeder

Notary Public State of Nevada

No. 96-4320-1

My appt. exp. July 18, 2008

9

ACKNOWLEDGMENT

STATE OF CALIFORNIA	)
	) ss.
COUNTY OF LOS ANGELES	)

On December 16, 2004 , before me, Dona L. Bergstrom, Notary Public,
	Date	Name and Title of Officer (e.g., Jane Doe, Notary Public
personally appeared Sandeé Parks,
Name(s) of Signer(s)

opersonally known to me

ýproved to me on the basis of satisfactory evidence

to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same in his authorized capacity, and that by his signature on the instrument, the person, or the entity on behalf of which the person acted, executed the instrument.

	WITNESS my hand and official seal.
	/s/ Dona L. Bergstrom
	Signature of Notary Public
(SEAL)
Dona L. Bergstrom
Comm. # 1406462
Notary Public—California
Los Angeles County
My Comm. Expires March 21, 2007

10

EXHIBIT “A”
LEGAL DESCRIPTION

SEE ATTACHED

PARCEL NO. 1:

A portion of Government Lot 1, all of the Southeast quarter of the Northeast quarter, a portion of the Northeast quarter of the Southeast quarter, and a portion of the Southwest quarter of the Northeast quarter of Section 4, Township 39 North, Range 16 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona, more particularly described as follows:

BEGINNING at the intersection of the Southerly right-of-way line of Peppermill Palms Boulevard (an existing 60.00 foot right-of-way) and the East line of Section 4, Township 39 North, Range 16 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona, said point being South 01 degrees 04 minutes 13 seconds East, 285.62 feet along the Section line from the Northeast corner of said Section 4 (a 1912 G.L.O. brass cap re-stamped 1997);

THENCE South 01 degrees 04 minutes 13 seconds East, 1039.87 feet along the Section line to the ¹/₁₆^th corner (1997 BLM brass cap);

THENCE South 01 degrees 04 minutes 13 seconds East, 1313.79 feet to the East quarter of said Section 4 (a 1997 BLM brass cap);

THENCE South 01 degrees 03 minutes 30 seconds East, along the Section line, 558.88 feet;

THENCE South 89 degrees 18 minutes 51 seconds West, 1322.55 feet to the ¹/₁₆^th line;

THENCE North 01 degrees 00 minutes 51 seconds West along the ¹/₁₆^th line, 294.01 feet;

THENCE South 89 degrees 14 minutes 13 seconds West, 214.38 feet;

THENCE North 16 degrees 51 minutes 32 seconds West, 726.00 feet;

THENCE North 06 degrees 21 minutes 41 seconds West, 890.48 feet to a point on the ¹/₁₆^th line;

THENCE North 89 degrees 17 minutes 53 seconds East along the ¹/₁₆^th line, 495.10 feet to the ¹/₁₆^th corner;

THENCE North 01 degrees 02 minutes 08 seconds West, 446.51 feet to the Southerly right-of-way line of said Peppermill Palms Boulevard;

THENCE along said Southerly line the following courses;

North 61 degrees 24 minutes 00 seconds East, 223.80 feet to a point of curvature of a 430.00 foot radius curve to the left;

THENCE 149.35 feet along the arc of said curve through a central angle of 19 degrees 54 minutes 00 seconds;

THENCE North 41 degrees 30 minutes 00 seconds East, 259.34 feet to a point of curvature of a 259.47 foot radius curve to the right;

THENCE 187.94 feet along the arc of said curve through a central angle of 41 degrees 30 minutes 00 seconds;

THENCE North 83 degrees 00 minutes 00 seconds East, 274.03 feet to a point of curvature of a 445.00 foot radius curve to the left;

THENCE 109.25 feet along the arc of said curve through a central angle of 14 degrees 04 minutes 00 seconds;

THENCE North 68 degrees 56 minutes 00 seconds East, 62.91 feet to a point of curvature of a 220.00 foot radius curve to the right;

THENCE 96.22 feet along the arc of said curve through a central angle of 25 degrees 03 minutes 33 seconds;

THENCE South 86 degrees 00 minutes 27 seconds East, 38.57 feet to the POINT OF BEGINNING.

LESS AND EXCEPTING that portion lying within Peppermill Palms Boulevard (a 60.00 foot right-of-way).

EXCEPT ¹/₁₆^th of all oil, gases and other hydrocarbon substances, coal, stone, metals, minerals, fossils and fertilizers of every name and description and except all materials which may be essential to the production of fissionable materials as reserved in Arizona Revised Statutes. (Affects the Northeast quarter of the Southeast quarter of Section 4)

PARCEL NO. 2:

The West half of Government Lot 3, all of Government Lot 4 and the Southwest quarter of the Northwest quarter of Section 4, Township 39 North, Range 16 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona.

EXCEPT that portion lying within Peppermill Palms Boulevard, as shown on Roadway Dedication Plat for Peppermill Palms Boulevard, recorded as Fee No. 1990-12851, records of Mohave County, Arizona.

EXCEPT ¹/₁₆^th of all oil, gases and other hydrocarbon substances, coal, stone, metals, minerals, fossils and fertilizers of every name and description and except all materials which may be essential to the production of fissionable materials as reserved in Arizona Revised Statutes. (Affects the West half of Lot 3 and all of Lot 4)

PARCEL NO. 3:

Government Lots 1 and 4, and the South half of the Northeast quarter of Section 5, Township 39 North, Range 16 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona.

EXCEPT that portion lying within Peppermill Palms Boulevard, as shown on Roadway Dedication Plat for Peppermill Palms Boulevard, recorded as Fee No. 1990-12851, records of Mohave County, Arizona.

EXCEPT ¹/₁₆^th of all oil, gases and other hydrocarbon substances, coal, stone, metals, minerals, fossils and fertilizers of every name and description and except all materials which may be essential to the production of fissionable materials as reserved in Arizona Revised Statutes. (Affects a portion of Lot 1)

PARCEL NO. 4:

The Southeast quarter of the Southeast quarter of Section 32, Township 40 North, Range 16 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona, lying South of the Southerly right-of-way of Old U.S. Highway 91.

PARCEL NO. 5:

That portion of the Southwest quarter of Section 33, Township 40 North, Range 16 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona, lying South of the Southerly right-of-way line of Old U.S. Highway 91.

11

EX-2.27

Exhibit 2.27

APN:001-16-501-012

001-18-701-002

001-18-302-004

001-18-302-005

001-18-302-010

001-18-302-011

001-18-701-006

001-18-701-007

002-24-601-021

001-09-301-002

001-09-301-003

001-18-602-002

001-18-602-008

001-18-602-003

001-18-602-004

001-18-602-006

001-18-602-007

001-18-702-017

001-18-702-019

001-17-201-003

001-17-201-006

001-18-711-001 through 001-18-711-200

When recorded mail to:

Paul, Hastings, Janofsky & Walker LLP

515 South Flower Street, 25th Floor

Los Angeles, California 90071

Attention:  Stacy M. Hopkins, Esq.

ASSIGNMENT OF ENTITLEMENTS, CONTRACTS,
RENTS AND REVENUES

(Nevada)

THIS ASSIGNMENT OF ENTITLEMENTS, CONTRACTS, RENTS AND REVENUES (“Assignment”) is made and entered into as of December 20, 2004, by and between VIRGIN RIVER CASINO CORPORATION, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited liability company (“RBG”), CASABLANCA RESORTS, LLC, a Nevada limited liability company (“Casablanca”), B & B B, Inc., a Nevada corporation (“B&BB”) and OASIS INTERVAL OWNERSHIP, LLC, a Nevada limited liability company (“Oasis Interval” and, collectively with Virgin River, RBG, B&BB and Casablanca, the “Assignors,” which term includes any successors under that certain Leasehold and Fee Deed of Trust, Fixture Filing with Assignment of Rents and Leases, and Security Agreement dated as of the date hereof by and from the Assignors to Nevada Title Company, as trustee, for the benefit of Agent (as defined herein), as beneficiary), and WELLS FARGO FOOTHILL, INC., in its capacity

as the arranger and administrative agent, its successors and assigns, as its interests may appear (“Agent”).

R E C I T A L S:

WHEREAS:

A.All references herein to the “Real Property” shall be to: (i) those certain parcels of real property which are owned and/or leased by individual Assignors and which are located in the County of Clark, State of Nevada and which are more particularly described on “Exhibit A” attached hereto (together with all improvements located thereon, the “Land”); (ii) all real property which is adjacent to, or used in connection with, the Land and in which Assignors now own, or hereafter acquire, an interest (the “Adjacent Property”); and (iii) all tenements, hereditaments and appurtenances to the Land or the Adjacent Property.

B.Reference is also made to that certain Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified heretofore or hereinafter from time to time, the “Credit Agreement”), by and among (i) each Assignor, (ii) OASIS RECREATIONAL PROPERTIES, INC. (“Oasis Recreational”), a Nevada corporation, (iii) OASIS INTERVAL MANAGEMENT, LLC (“Oasis Interval Management”), a Nevada limited liability company, (iv) Agent, and (v) the Lenders (as defined in the Credit Agreement).  Each Assignor, Oasis Recreational and Oasis Interval Management are collectively referred to herein as “Borrowers”.  All capitalized terms which are used but not otherwise defined herein shall have the respective meanings and be construed herein as provided in the Credit Agreement and any reference to a provision of the Credit Agreement shall be deemed to incorporate that provision as a part hereof in the same manner and with the same effect as if the same were fully set forth herein.

C.The Credit Agreement provides for, among other things, a revolving loan in the principal amount as specified in said Credit Agreement (the “Loan”).

D.It is a condition of the Credit Agreement that all of each Assignor’s present and future right, title and interest in and to:

(i)all assignable leases and purchase contracts which are now existing or are hereafter entered into, for furniture, fixtures, equipment, signs and other items of personal property which are used in connection with, or which relate to: (a) the Real Property; (b) any hotel, casino and/or resort business and related activities which are now, or are hereafter, conducted by, or on behalf of, Assignors on the Real Property (collectively, the “Hotel/Casino Facilities”); or (c) any other business activity now, or hereafter, conducted by, or on behalf of, Assignors on, or in connection with, the Real Property (collectively, the “Additional Business(es)”); all together with any and all modifications, extensions, or renewals thereof (collectively, the “Equipment Agreements”);

(ii)all assignable leases, subleases, licenses, concessions, franchises and other use or occupancy agreements which now exist or are hereafter entered into and which relate to any portion of the Real Property, and all guarantees, extensions, renewals, amendments and modifications thereof (collectively, the “Space Leases”);

(iii)all present and future rents, issues, profits, products, earnings, accounts, rights, benefits, income, proceeds, payments, revenue, receipts and deposits of any kind or nature (collectively, the “Proceeds”) which relate to, or are derived from, the Real Property, the Hotel/Casino Facilities, or any Additional Business, including, without limitation, present and future Proceeds, of any nature whatsoever, derived from, or received with respect to, casinos, bars, restaurants, hotel rooms, spa facilities, golf courses,banquet facilities, convention facilities, retail premises and other facilities related to, or used in connection with, the Real Property, the Hotel/Casino Facilities, and/or any Additional Business, and also including without limitation, Proceeds from any of the Space Leases (collectively, the “Rents and Revenues”); and

(iv)all present and future assignable permits, licenses, warranties, contracts and other entitlements, if any, which are issued, granted, agreed to, or entered into in connection with, or relating to, the Real Property, the Hotel/Casino Facilities or any Additional Business, together with any and all modifications, extensions or renewals thereof (collectively, the “Entitlements”);

in each and every case excluding all Excluded Assets (as defined in the Security Agreement), be presently assigned to Agent upon the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the making of the Loan, each Assignor does hereby presently, absolutely and unconditionally assign to Agent all of its right, title and interest in and to the Equipment Agreements, the Space Leases, the Rents and Revenues and the Entitlements, in each and every case excluding all Excluded Assets (as defined in the Security Agreement), as follows:

1.Each Assignor does hereby grant, assign and convey unto Agent all the right, title, interest and privilege which such Assignor has or may hereafter acquire, in or to: (a) all assignable Equipment Agreements, Space Leases and/or Entitlements; and (b) the Rents and Revenues.  Without limiting the generality of the foregoing, and subject to the provisions of Sections 4 and 5 below, Agent shall have the present and continuing right with full power and authority, in its own name, or in the name of Assignors, or otherwise: (y) to do any and all things which Assignors may be or may become entitled to do under the Equipment Agreements, Space Leases, and/or Entitlements and the right to make all waivers and agreements, give all notices, consents and releases and other instruments and to do any and all other things whatsoever which Assignors may be or may become entitled to do under said Equipment Agreements, Space Leases and/or Entitlements; and (z) to make claim for, enforce, collect, receive and make receipt (in its own name, in the name of Assignors, or otherwise) for any and all of

the Rents and Revenues and to do any and all things which Assignors are or may become entitled to do for the collection of the Rents and Revenues.

2.The acceptance of this Assignment and the payment or performance under the Equipment Agreements, the Space Leases, the Rents and Revenues and/or Entitlements hereby assigned shall not constitute a waiver of any rights of Agent or Lenders under the terms of the Credit Agreement or any other Loan Document for the benefit of any of Agent or Lenders.

3.Each Assignor shall keep and perform the following with respect to the Equipment Agreements, the Space Leases and the Entitlements:

(a)Except as may be permitted in the Credit Agreement, each Assignor will not further assign any interest in the Equipment Agreements, in the Space Leases, or in the Entitlements, or create or permit any lien, charge, or encumbrance upon their interests in the Equipment Agreements, in the Space Leases or in the Entitlements;

(b)Each Assignor will not, without the prior written consent of Agent:

(i)cause, or consent to, any cancellation, termination or surrender of any Equipment Agreement, Space Lease or Entitlement if such cancellation, termination or surrender would be reasonably likely to materially and adversely affect either the Hotel/Casino Facilities or any Additional Business (except for any cancellation or termination of an Equipment Agreement, Space Lease or Entitlement which is caused by a default thereunder on the part of a party other than any Assignor or one of its affiliates);

(ii)permit any event to occur which would entitle any party to an Equipment Agreement, Space Lease or Entitlement to terminate or cancel said Equipment Agreement, Space Lease or Entitlement if such cancellation or termination would be reasonably likely to materially and adversely affect either the Hotel/Casino Facilities or any Additional Business (except any cancellation or termination of an Equipment Agreement, Space Lease or Entitlement which is caused by a default thereunder on the part of a party other than any Assignor or one of its affiliates);

(iii)amend or modify any of the Equipment Agreements or the Space Leases or any of the Entitlements if such amendment or modification would be reasonably likely to materially and adversely affect either the Hotel/Casino Facilities or any Additional Business;

(iv)waive any default under or breach of any Equipment Agreements, any Space Leases or any Entitlements except for any waiver that would not be reasonably likely to result in any material adverse affect on either the Hotel/Casino Facilities or any Additional Business; or

(v)give any consent, waiver or approval which would impair any Assignor’s interest in any of the Equipment Agreements, any of the Space

Leases or any of the Entitlements if such consent, waiver or approval would be reasonably likely to materially and adversely affect either the Hotel/Casino Facilities or any Additional Business.

(c)Each Assignor will promptly notify Agent of the occurrence of any default under any of the Equipment Agreements, Space Leases and/or Entitlements, which, if left uncured, would be reasonably likely to materially and adversely affect either the Hotel/Casino Facilities or any Additional Business.

4.Notwithstanding anything to the contrary contained in this Assignment, it is understood and agreed that so long as there shall exist no Event of Default under the Credit Agreement there is reserved to Assignors a revocable license to retain, use and enjoy the Equipment Agreements, the Space Leases, the Entitlements and the properties and entitlements which are the subject thereof.  Upon the occurrence of an Event of Default, such license granted to any Assignor may be immediately revoked by Agent without further demand or notice and Agent is hereby empowered to enter and take possession of the Real Property and to use, manage and operate the same and to do all acts required or permitted by the Equipment Agreements, the Space Leases and/or the Entitlements, and perform such other acts in connection with the use, management and operation of the property and entitlements, which are the subject of the Equipment Agreements, the Space Leases and the Entitlements as Agent, in its sole discretion, may deem proper (including, without limitation, such acts as are otherwise authorized under this Assignment).  Agent agrees that, until such license granted to any Assignor has been revoked, as set forth above, Agent shall refrain from exercising its rights and remedies which are granted with respect to the Equipment Agreements, the Space Leases, and/or the properties they concern under Section 1 of this Assignment or under this Section 4.  Should the Event of Default which resulted in any such revocation be cured prior to foreclosure, deed-in-lieu of foreclosure, or a similar conveyance under the Loan Documents, then such license granted to such Assignor shall be immediately reinstated without further demand or notice and Agent shall, as soon as reasonably possible, redeliver to such Assignor possession of the Equipment Agreements, of the Space Leases and of the Entitlements (and, at the expense of such Assignor, shall execute such notices to third parties as such Assignor may reasonably request) and the parties hereto shall each be restored to, and be reinstated in, their respective rights and positions hereunder as if the Event of Default had not occurred (without impairment of or limitation on Agent’s right to proceed hereunder upon subsequent Events of Default).

5.It is also understood and agreed that so long as there shall exist no Event of Default under the Credit Agreement there is reserved to any Assignor a revocable license to collect the Rents and Revenues as they become due, but not prior to accrual.  Upon the occurrence of an Event of Default, such license granted to such Assignor may be immediately revoked without further demand or notice and Agent is hereby empowered, but shall not be obligated, to do any, or all of the following: (i) enter and take possession of the Real Property; (ii) manage and operate all, or any portion of, the Real Property, the Hotel/Casino Facilities and/or the Additional Businesses (or any of them); (iii) demand payment of the Rents and Revenues from the appropriate party; (iv) give notice that further payments of Rents and Revenues are to be made as directed by

Agent; and (v) settle compromise, bring suit in respect of Rents and Revenues or otherwise deal with the person owing such Rents and Revenues, either in the name of such Assignor or in its own name; all on its own behalf or through a receiver.  If any such Rents and Revenues are collected by any Assignor in violation of this Assignment, such Rents and Revenues shall be held in trust for the benefit of Agent.  No action taken by Agent, or by a receiver, in exercising any of the rights and remedies hereunder shall cause any of them to be characterized as a Person in possession.  This Assignment is intended to be and is an absolute present assignment from each Assignor to Agent and not merely the passing of a security interest.  Agent agrees that, until such license granted to any Assignor has been revoked, as set forth above, Agent shall refrain from exercising its rights and remedies which are granted with respect to the Rents and Revenues and/or the collection thereof under Section 1 of this Assignment or under this Section 5.  Should the Event of Default which resulted in any such revocation be cured prior to foreclosure, deed-in-lieu of foreclosure, or a similar conveyance under the Loan Documents, then such license granted to such Assignor shall be immediately reinstated without further demand or notice and Agent shall, as soon as reasonably possible, execute, at the expense of any Assignor, such notices to third parties as such Assignor may reasonably request and the parties hereto shall each be restored to, and be reinstated in, their respective rights and positions hereunder as if the Event of Default had not occurred (without impairment of or limitation on Agent’s right to proceed hereunder upon subsequent Events of Default).

6.Agent shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by any Assignor under the Equipment Agreements, the Space Leases, the Entitlements, and/or relating to the Rents and Revenues.  This Assignment shall not place responsibility for the management, control, care, operation or repair of the Real Property, the Hotel/Casino Facilities or any Additional Business, upon any of the Agent or Lenders, or upon any of their respective trustees, officers, employees, agents, attorneys or stockholders (collectively, the “Indemnified Parties”); nor shall this Assignment cause any of the Indemnified Parties to be responsible or liable for any negligence in the management, control, care, operation or repair of the Real Property, the Hotel/Casino Facilities or any Additional Business, which results in loss, injury or death to any tenant, guest, licensee, employee or stranger (provided that this Section 6 shall not act to relieve any Indemnified Party from liability which results from such Indemnified Party’s own gross negligence or willful misconduct).

7.Each Assignor agrees to indemnify, protect, defend and hold harmless the Indemnified Parties from and against any and all losses, damages, expenses or liabilities of any kind or nature from any suits, claims, demands or other proceedings, including reasonable counsel fees incurred in investigating or defending such claim, suffered by any of them and caused by, relating to, arising out of, resulting from, or in any way connected with: (i) this Assignment; (ii) any of the Equipment Agreements, Space Leases, Entitlements, or Rents and Revenues; or (iii) the management, control, care, operation or repair of the Real Property, the Hotel/Casino Facilities and/or any Additional Business.

8.Each Assignor agrees that this Assignment and the designation and directions herein set forth are irrevocable.  Until all Indebtedness and Obligations of the Borrowers have been paid and performed in full, each Assignor will not make any other assignment, designation or direction inconsistent herewith (except as otherwise permitted in the Credit Agreement), and any such assignment, designation or direction which is inconsistent herewith shall be void.  Each Assignor will, from time to time, execute all such instruments of further assurance and all such supplemental instruments as may be reasonably requested by Agent.

9.No action or inaction on the part of Agent, or any Lender, shall constitute an assumption on the part of Agent, or any Lender, of any obligations or duties under the Equipment Agreements, Space Leases and/or the Entitlements, or relating to the Rents and Revenues.  No action or inaction on the part of any Assignor shall adversely affect or limit in any way the rights of Agent under this Assignment or, through this Assignment, under the Equipment Agreements, the Space Leases and/or the Entitlements, or relating to the Rents and Revenues.

10.Each Assignor covenants and represents that no other assignments of their interests in the Equipment Agreements, Space Leases and/or the Entitlements, or of its interests in the Rents and Revenue have been made; that no notice of termination has been served on any Assignor with respect to any Equipment Agreements, the Space Leases or the Entitlements, the termination of which would be reasonably likely to materially and adversely affect either the Hotel/Casino Facilities or any Additional Business; and that there are presently no defaults existing under any of the Equipment Agreements, the Space Leases or the Entitlements, which defaults would be reasonably likely to materially and adversely affect either the Hotel/Casino Facilities or any Additional Business if left uncured.

11.Upon the payment of all Indebtedness and performance of all Obligations of the Borrowers under the Credit Agreement in full, Agent, at the request and the expense of Assignors, will deliver either an instrument canceling this Assignment or assigning the rights of the Agent hereunder, as Assignors shall direct.

12.Each Assignor and Agent intend that this Assignment shall be a present, absolute and unconditional assignment, subject to the license granted above, and not merely the passing of a security interest.  During the term of this Assignment, neither the Equipment Agreements, the Space Leases, the Entitlements nor the Rents and Revenues shall constitute property of any Assignor (or any estate of any Assignor) within the meaning of 11 U.S.C.§541 (as it may be amended or recodified from time to time).

13.This Assignment applies to, binds and inures to the benefit of, the parties hereto and their respective heirs, administrators, executors, successors and assigns.  This Assignment may not be modified or terminated orally.

14.All of the rights and remedies of Agent hereunder are cumulative and not exclusive of any other right or remedy which may be provided for hereunder or under any other Loan Document.  Nothing contained in this Assignment and no act done

or omitted by Agent, or any Lender, pursuant to its terms shall be deemed a waiver by Agent, or any Lender, of any rights or remedies under the Loan Documents, and this Assignment is made and accepted without prejudice to any rights or remedies possessed by Agent, or any Lender, under the terms of the Loan Documents.  The right of the Agent and the Lenders to collect the secured principal, interest, and other Indebtedness, and to enforce any security may be exercised by Agent prior to, simultaneous with, or subsequent to any action taken under this Assignment.

15.Upon the occurrence of an Event of Default, each Assignor shall be deemed to have appointed and does hereby appoint Agent the attorney-in-fact of such Assignor to prepare, sign, file and/or record such documents or instruments, or take such other actions, as may be reasonably necessary to perfect and preserve, against third parties, the interest in the Equipment Agreements, the Space Leases, the Entitlements and Rents and Revenues which is granted to Agent hereunder.

16.This Assignment shall be governed by the internal laws of the State of New York, without regard to principles of conflict of law.

17.This Assignment may be executed in any number of separate counterparts with the same effect as if the signatures hereto and hereby were upon the same instrument.  All such counterparts shall together constitute one and the same document.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have executed the foregoing instrument as of the day and year first above written.

ASSIGNORS:	RBG, LLC, a Nevada limited liability company
	By:	/s/ Robert R. Black, Sr.
	Name:	Robert R. Black, Sr.
	Its:	Sole Manager
	VIRGIN RIVER CASINO CORPORATION,
	a Nevada corporation
	By:	/s/ Robert R. Black, Sr.
	Name:	Robert R. Black, Sr.
	Its:
	CASABLANCA RESORTS, LLC, a Nevada limited liability company
	By:	/s/ Robert R. Black, Sr.
	Name:	Robert R. Black, Sr.
	Its:	Sole Manager of its Manager, RBG, LLC
	OASIS INTERVAL OWNERSHIP, LLC,
	a Nevada limited liability company
	By:	/s/ Robert R. Black, Sr.
	Name:	Robert R. Black, Sr.
	Its:	Sole Manager
	B & B B, INC., a Nevada corporation
	By:	/s/ Robert R. Black, Sr.
	Name:	Robert R. Black, Sr.
	Its:	Chief Executive Officer

AGENT:	WELLS FARGO FOOTHILL, INC., a California corporation, in its capacity as the arranger and administrative agent
	By:	/s/ Lisa Cooley
		Name:  Lisa Cooley
		Title:  Vice President

STATE OF  NEVADA	)
	) ss.
COUNTY OF CLARK	)

This instrument was acknowledged before me on December 16, 2004 by Robert R. Black, Sr. as Sole Manager of RBG, LLC.

Kimberly Schroeder	/s/ Kimberly Schroeder
Notary Public State of Nevada	NOTARY PUBLIC
No. 96-4320-1
My appt. exp. July 18, 2008	My commission expires:	7/18/08

STATE OF  NEVADA	)
	) ss.
COUNTY OF CLARK	)

This instrument was acknowledged before me on December 16, 2004 by Robert R. Black, Sr. as                                   of VIRGIN RIVER CASINO CORPORATION.

Kimberly Schroeder	/s/ Kimberly Schroeder
Notary Public State of Nevada	NOTARY PUBLIC
No. 96-4320-1
My appt. exp. July 18, 2008	My commission expires:	7/18/08

STATE OF  NEVADA	)
	) ss.
COUNTY OF CLARK	)

This instrument was acknowledged before me on December 16, 2004 by Robert R. Black, Sr. as Sole Manager of its Manager, RBG, LLC of CASABLANCA RESORTS, LLC.

Kimberly Schroeder	/s/ Kimberly Schroeder
Notary Public State of Nevada	NOTARY PUBLIC
No. 96-4320-1
My appt. exp. July 18, 2008	My commission expires:	7/18/08

STATE OF  NEVADA	)
	) ss.
COUNTY OF CLARK	)

This instrument was acknowledged before me on December 16, 2004 by Rober R. Black, Sr. as Sole Manager of OASIS INTERVAL OWNERSHIP, LLC.

Kimberly Schroeder	/s/ Kimberly Schroeder
Notary Public State of Nevada	NOTARY PUBLIC
No. 96-4320-1
My appt. exp. July 18, 2008	My commission expires:	7/18/08

STATE OF  NEVADA	)
	) ss.
COUNTY OF CLARK	)

This instrument was acknowledged before me on December 16, 2004 by Robert R. Black, Sr. as Chief Executive Officer of B & B B, INC.

Kimberly Schroeder	/s/ Kimberly Schroeder
Notary Public State of Nevada	NOTARY PUBLIC
No. 96-4320-1
My appt. exp. July 18, 2008	My commission expires:	7/18/08

STATE OF  CALIFORNIA	)
	) ss.
COUNTY OF LOS ANGELES	)

On December 16, 2004 before me, the undersigned, a Notary Public in and for said State, personally appeared Lisa Cooley, Vice President, personally known to me to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that, by his/her/their signature(s) on the instrument, the person(s) or the entity upon behalf of which person(s) acted executed the instrument.

WITNESS my hand and official sea.	[Seal]
/s/ M. Vargo Navas		M. Vargo Navas
Notary Public in and for said State		Commission #1299221
		Notary Public—California
		Los Angeles County
		My Comm. Expires Apr 1, 2005

EXHIBIT “A”*

LEGAL DESCRIPTION

*  Registrants agree to furnish supplementally a copy of the omitted schedules to the Securities Exchange Commission upon its request.

EX-2.28

Exhibit 2.28

APN:	402-18-025
	402-18-023
	402-18-011
	402-18-012
	402-19-003
	402-19-004
	402-41-010
	402-42-011

When recorded mail to:

Paul, Hastings, Janofsky & Walker LLP

515 South Flower Street, 25th Floor
Los Angeles, California 90071

Attention:  Stacy M. Hopkins, Esq.

ASSIGNMENT OF ENTITLEMENTS, CONTRACTS,
RENTS AND REVENUES

(Arizona)

THIS ASSIGNMENT OF ENTITLEMENTS, CONTRACTS, RENTS AND REVENUES (“Assignment”) is made and entered into as of December 20, 2004, by and between OASIS RECREATIONAL PROPERTIES, INC., a Nevada corporation (“Assignor”, which term includes any successors under that certain Leasehold and Fee Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing dated as of the date hereof by and from Assignor to TRANSNATION TITLE INSURANCE COMPANY, as trustee, for the benefit of Agent (as defined herein), as beneficiary), and WELLS FARGO FOOTHILL, INC., in its capacity as the arranger and administrative agent, its successors and assigns, as its interests may appear, as “Agent”.

R E C I T A L S:

WHEREAS:

A.            All references herein to the “Real Property” shall be to: (i) those certain parcels of real property which are owned and/or leased by individual Assignors and which are located in the County of Mohave, State of Arizona and which are more particularly described on “Exhibit A” attached hereto (together with all improvements located thereon, the “Land”); (ii) all real property which is adjacent to, or used in

connection with, the Land and in which Assignors now own, or hereafter acquire, an interest (the “Adjacent Property”); and (iii) all tenements, hereditaments and appurtenances to the Land or the Adjacent Property.

B.            Reference is also made to that certain Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified heretofore or hereinafter from time to time, the “Credit Agreement”), by and among (i) Assignor, (ii) RBG, LLC (“RBG”), a Nevada limited liability company, (iii) VIRGIN RIVER CASINO CORPORATION (“Virgin River”), a Nevada corporation, (iv) CASABLANCA RESORTS, LLC (“Casablanca”), a Nevada limited liability company, (v) OASIS INTERVAL OWNERSHIP, LLC (“Oasis”), a Nevada limited liability company, (vi) OASIS INTERVAL MANAGEMENT, LLC (“Oasis Interval Management”), a Nevada limited liability company, (vii) B & B B, INC. (“B&BB”), a Nevada corporation, (viii) Agent, and (ix) the Lenders (as defined in the Credit Agreement). Assignor, RBG, Virgin River, Casablanca, Oasis, Oasis Interval Management, and B&BB are collectively referred to herein as “Borrowers”.  All capitalized terms which are used but not otherwise defined herein shall have the respective meanings and be construed herein as provided in the Credit Agreement and any reference to a provision of the Credit Agreement shall be deemed to incorporate that provision as a part hereof in the same manner and with the same effect as if the same were fully set forth herein.

C.            The Credit Agreement provides for, among other things, a revolving loan in the principal amount as specified in said Credit Agreement (the “Loan”).

D.            It is a condition of the Credit Agreement that all of Assignor’s present and future right, title and interest in and to:

(i)            all assignable leases and purchase contracts which are now existing or are hereafter entered into, for furniture, fixtures, equipment, signs and other items of personal property which are used in connection with, or which relate to: (a) the Real Property; (b) any hotel, casino and/or resort business and related activities which are now, or are hereafter, conducted by, or on behalf of, Assignor on the Real Property (collectively, the “Hotel/Casino Facilities”); or (c) any other business activity now, or hereafter, conducted by, or on behalf of, Assignor on, or in connection with, the Real Property (collectively, the “Additional Business(es)”); all together with any and all modifications, extensions, or renewals thereof (collectively, the “Equipment Agreements”);

(ii)           all assignable leases, subleases, licenses, concessions, franchises and other use or occupancy agreements which now exist or are hereafter entered into and which relate to any portion of the Real Property, and all guarantees, extensions, renewals, amendments and modifications thereof (collectively, the “Space Leases”);

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(iii)          all present and future rents, issues, profits, products, earnings, accounts, rights, benefits, income, proceeds, payments, revenue, receipts and deposits of any kind or nature (collectively, the “Proceeds”) which relate to, or are derived from, the Real Property, the Hotel/Casino Facilities, or any Additional Business, including, without limitation, present and future Proceeds, of any nature whatsoever, derived from, or received with respect to, casinos, bars, restaurants, hotel rooms, spa facilities, golf courses,        banquet facilities, convention facilities, retail premises and other facilities related to, or used in connection with, the Real Property, the Hotel/Casino Facilities, and/or any Additional Business, and also including without limitation, Proceeds from any of the Space Leases (collectively, the “Rents and Revenues”); and

(iv)          all present and future assignable permits, licenses, warranties, contracts and other entitlements, if any, which are issued, granted, agreed to, or entered into in connection with, or relating to, the Real Property, the Hotel/Casino Facilities or any Additional Business, together with any and all modifications, extensions or renewals thereof (collectively, the “Entitlements”);

in each and every case excluding all Excluded Assets (as defined in the Security Agreement), be presently assigned to Agent upon the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the making of the Loan, Assignor does hereby presently, absolutely and unconditionally assign to Agent all of its right, title and interest in and to the Equipment Agreements, the Space Leases, the Rents and Revenues and the Entitlements, in each and every case excluding all Excluded Assets (as defined in the Security Agreement), as follows:

1.             Assignor does hereby grant, assign and convey unto Agent all the right, title, interest and privilege which Assignor has or may hereafter acquire, in or to: (a) all assignable Equipment Agreements, Space Leases and/or Entitlements; and (b) the Rents and Revenues.  Without limiting the generality of the foregoing, and subject to the provisions of Sections 4 and 5 below, Agent shall have the present and continuing right with full power and authority, in its own name, or in the name of Assignor, or otherwise: (y) to do any and all things which Assignor may be or may become entitled to do under the Equipment Agreements, Space Leases, and/or Entitlements and the right to make all waivers and agreements, give all notices, consents and releases and other instruments and to do any and all other things whatsoever which Assignor may be or may become entitled to do under said Equipment Agreements, Space Leases and/or Entitlements; and (z) to make claim for, enforce, collect, receive and make receipt (in its own name, in the name of Assignor, or otherwise) for any and all of the Rents and Revenues and to do any and all things which Assignor is or may become entitled to do for the collection of the Rents and Revenues.

2.             The acceptance of this Assignment and the payment or performance under the Equipment Agreements, the Space Leases, the Rents and Revenues and/or Entitlements hereby assigned shall not constitute a waiver of any rights

3

of Agent or Lenders under the terms of the Credit Agreement or any other Loan Document for the benefit of any of Agent or Lenders.

3.             Assignor shall keep and perform the following with respect to the Equipment Agreements, the Space Leases and the Entitlements:

(a)           Except as may be permitted in the Credit Agreement, Assignor will not further assign any interest in the Equipment Agreements, in the Space Leases, or in the Entitlements, or create or permit any lien, charge, or encumbrance upon their interests in the Equipment Agreements, in the Space Leases or in the Entitlements;

(b)           Assignor will not, without the prior written consent of Agent:

(i)            cause, or consent to, any cancellation, termination or surrender of any Equipment Agreement, Space Lease or Entitlement if such cancellation, termination or surrender would be reasonably likely to materially and adversely affect either the Hotel/Casino Facilities or any Additional Business (except for any cancellation or termination of an Equipment Agreement, Space Lease or Entitlement which is caused by a default thereunder on the part of a party other than Assignor or one of its affiliates);

(ii)           permit any event to occur which would entitle any party to an Equipment Agreement, Space Lease or Entitlement to terminate or cancel said Equipment Agreement, Space Lease or Entitlement if such cancellation or termination would be reasonably likely to materially and adversely affect either the Hotel/Casino Facilities or any Additional Business (except any cancellation or termination of an Equipment Agreement, Space Lease or Entitlement which is caused by a default thereunder on the part of a party other than Assignor or one of its affiliates);

(iii)          amend or modify any of the Equipment Agreements or the Space Leases or any of the Entitlements if such amendment or modification would be reasonably likely to materially and adversely affect either the Hotel/Casino Facilities or any Additional Business;

(iv)          waive any default under or breach of any Equipment Agreements, any Space Leases or any Entitlements except for any waiver that would not be reasonably likely to result in any material adverse affect on either the Hotel/Casino Facilities or any Additional Business; or

(v)           give any consent, waiver or approval which would impair Assignor’s interest in any of the Equipment Agreements, any of the Space Leases or any of the Entitlements if such consent, waiver or approval would be reasonably likely to materially and adversely affect either the Hotel/Casino Facilities or any Additional Business.

4

(c)           Assignor will promptly notify Agent of the occurrence of any default under any of the Equipment Agreements, Space Leases and/or Entitlements, which, if left uncured, would be reasonably likely to materially and adversely affect either the Hotel/Casino Facilities or any Additional Business.

4.             Notwithstanding anything to the contrary contained in this Assignment, it is understood and agreed that so long as there shall exist no Event of Default under the Credit Agreement there is reserved to Assignor a revocable license to retain, use and enjoy the Equipment Agreements, the Space Leases, the Entitlements and the properties and entitlements which are the subject thereof.  Upon the occurrence of an Event of Default, such license granted to Assignor may be immediately revoked by Agent without further demand or notice and Agent is hereby empowered to enter and take possession of the Real Property and to use, manage and operate the same and to do all acts required or permitted by the Equipment Agreements, the Space Leases and/or the Entitlements, and perform such other acts in connection with the use, management and operation of the property and entitlements, which are the subject of the Equipment Agreements, the Space Leases and the Entitlements as Agent, in its sole discretion, may deem proper (including, without limitation, such acts as are otherwise authorized under this Assignment).  Agent agrees that, until such license granted to Assignor has been revoked, as set forth above, Agent shall refrain from exercising its rights and remedies which are granted with respect to the Equipment Agreements, the Space Leases, and/or the properties they concern under Section 1 of this Assignment or under this Section 4.  Should the Event of Default which resulted in any such revocation be cured prior to foreclosure, deed-in-lieu of foreclosure, or a similar conveyance under the Loan Document, then such license granted to Assignor shall be immediately reinstated without further demand or notice and Agent shall, as soon as reasonably possible, redeliver to Assignor possession of the Equipment Agreements, of the Space Leases and of the Entitlements (and, at the expense of Assignor, shall execute such notices to third parties as Assignor may reasonably request) and the parties hereto shall each be restored to, and be reinstated in, their respective rights and positions hereunder as if the Event of Default had not occurred (without impairment of or limitation on Agent’s right to proceed hereunder upon subsequent Events of Default).

5.             It is also understood and agreed that so long as there shall exist no Event of Default under the Credit Agreement there is reserved to Assignor a revocable license to collect the Rents and Revenues as they become due, but not prior to accrual.  Upon the occurrence of an Event of Default, such license granted to Assignor may be immediately revoked without further demand or notice and Agent is hereby empowered, but shall not be obligated, to do any, or all of the following: (i) enter and take possession of the Real Property; (ii) manage and operate all, or any portion of, the Real Property, the Hotel/Casino Facilities and/or the Additional Businesses (or any of them); (iii) demand payment of the Rents and Revenues from the appropriate party; (iv) give notice that further payments of Rents and Revenues are to be made as directed by Agent; and (v) settle compromise, bring suit in respect of Rents and Revenues or otherwise deal with the person owing such Rents and Revenues, either in the name of Assignor or in its own name; all on its own behalf or through a receiver.  If any such Rents and Revenues are

5

collected by Assignor in violation of this Assignment, such Rents and Revenues shall be held in trust for the benefit of Agent.  No action taken by Agent, or by a receiver, in exercising any of the rights and remedies hereunder shall cause any of them to be characterized as a Person in possession.  This Assignment is intended to be and is an absolute present assignment from Assignor to Agent and not merely the passing of a security interest.  Agent agrees that, until such license granted to Assignor has been revoked, as set forth above, Agent shall refrain from exercising its rights and remedies which are granted with respect to the Rents and Revenues and/or the collection thereof under Section 1 of this Assignment or under this Section 5.  Should the Event of Default which resulted in any such revocation be cured prior to foreclosure, deed-in-lieu of foreclosure, or a similar conveyance under the Loan Documents, then such license granted to Assignor shall be immediately reinstated without further demand or notice and Agent shall, as soon as reasonably possible, execute, at the expense of Assignor, such notices to third parties as Assignor may reasonably request and the parties hereto shall each be restored to, and be reinstated in, their respective rights and positions hereunder as if the Event of Default had not occurred (without impairment of or limitation on Agent’s right to proceed hereunder upon subsequent Events of Default).

6.             Agent shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Assignor under the Equipment Agreements, the Space Leases, the Entitlements, and/or relating to the Rents and Revenues.  This Assignment shall not place responsibility for the management, control, care, operation or repair of the Real Property, the Hotel/Casino Facilities or any Additional Business, upon any of the Agent or Lenders, or upon any of their respective trustees, officers, employees, agents, attorneys or stockholders (collectively, the “Indemnified Parties”); nor shall this Assignment cause any of the Indemnified Parties to be responsible or liable for any negligence in the management, control, care, operation or repair of the Real Property, the Hotel/Casino Facilities or any Additional Business, which results in loss, injury or death to any tenant, guest, licensee, employee or stranger (provided that this Section 6 shall not act to relieve any Indemnified Party from liability which results from such Indemnified Party’s own gross negligence or willful misconduct).

7.             Assignor agrees to indemnify, protect, defend and hold harmless the Indemnified Parties from and against any and all losses, damages, expenses or liabilities of any kind or nature from any suits, claims, demands or other proceedings, including reasonable counsel fees incurred in investigating or defending such claim, suffered by any of them and caused by, relating to, arising out of, resulting from, or in any way connected with: (i) this Assignment; (ii) any of the Equipment Agreements, Space Leases, Entitlements, or Rents and Revenues; or (iii) the management, control, care, operation or repair of the Real Property, the Hotel/Casino Facilities and/or any Additional Business.

8.             Assignor agrees that this Assignment and the designation and directions herein set forth are irrevocable.  Until all Indebtedness and Obligations of the Borrowers have been paid and performed in full, Assignor will not make any other assignment, designation or direction inconsistent herewith (except as otherwise permitted

6

in the Credit Agreement), and any such assignment, designation or direction which is inconsistent herewith shall be void.  Assignor will, from time to time, execute all such instruments of further assurance and all such supplemental instruments as may be reasonably requested by Agent.

9.             No action or inaction on the part of Agent, or any Lender, shall constitute an assumption on the part of Agent, or any Lender, of any obligations or duties under the Equipment Agreements, Space Leases and/or the Entitlements, or relating to the Rents and Revenues.  No action or inaction on the part of Assignor shall adversely affect or limit in any way the rights of Agent under this Assignment or, through this Assignment, under the Equipment Agreements, the Space Leases and/or the Entitlements, or relating to the Rents and Revenues.

10.           Assignor covenants and represents that no other assignments of their interests in the Equipment Agreements, Space Leases and/or the Entitlements, or of its interests in the Rents and Revenue have been made; that no notice of termination has been served on Assignor with respect to any Equipment Agreements, the Space Leases or the Entitlements, the termination of which would be reasonably likely to materially and adversely affect either the Hotel/Casino Facilities or any Additional Business; and that there are presently no defaults existing under any of the Equipment Agreements, the Space Leases or the Entitlements, which defaults would be reasonably likely to materially and adversely affect either the Hotel/Casino Facilities or any Additional Business if left uncured.

11.           Upon the payment of all Indebtedness and performance of all Obligations of the Borrowers under the Credit Agreement in full, Agent, at the request and the expense of Assignor, will deliver either an instrument canceling this Assignment or assigning the rights of the Agent hereunder, as Assignor shall direct.

12.           Assignor and Agent intend that this Assignment shall be a present, absolute and unconditional assignment, subject to the license granted above, and not merely the passing of a security interest.  During the term of this Assignment, neither the Equipment Agreements, the Space Leases, the Entitlements nor the Rents and Revenues shall constitute property of Assignor (or any estate of Assignor) within the meaning of 11 U.S.C.§541 (as it may be amended or recodified from time to time).

13.           This Assignment applies to, binds and inures to the benefit of, the parties hereto and their respective heirs, administrators, executors, successors and assigns.  This Assignment may not be modified or terminated orally.

14.           All of the rights and remedies of Agent hereunder are cumulative and not exclusive of any other right or remedy which may be provided for hereunder or under any other Loan Document.  Nothing contained in this Assignment and no act done or omitted by Agent, or any Lender, pursuant to its terms shall be deemed a waiver by Agent, or any Lender, of any rights or remedies under the Loan Documents, and this Assignment is made and accepted without prejudice to any rights or remedies possessed by Agent, or any Lender, under the terms of the Loan Documents.  The right of the Agent

7

and Lenders to collect the secured principal, interest, and other Indebtedness, and to enforce any security may be exercised by Agent prior to, simultaneous with, or subsequent to any action taken under this Assignment.

15.           Upon the occurrence of an Event of Default, Assignor shall be deemed to have appointed and does hereby appoint Agent the attorney-in-fact of Assignor to prepare, sign, file and/or record such documents or instruments, or take such other actions, as may be reasonably necessary to perfect and preserve, against third parties, the interest in the Equipment Agreements, the Space Leases, the Entitlements and Rents and Revenues which is granted to Agent hereunder.

16.           This Assignment shall be governed by the internal laws of the State of New York, without regard to principles of conflict of law.

17.           This Assignment may be executed in any number of separate counterparts with the same effect as if the signatures hereto and hereby were upon the same instrument.  All such counterparts shall together constitute one and the same document.

[SIGNATURE PAGE FOLLOWS]

8

IN WITNESS WHEREOF, the parties have executed the foregoing instrument as of the day and year first above written.

GRANTOR	OASIS RECREATIONAL PROPERTIES, INC., a Nevada corporation
	By:	/s/ Robert R. Black, Sr.
	Name:	Robert R. Black, Sr.
	Its:	President

9

AGENT:	WELLS FARGO FOOTHILL, INC., a California corporation, in its capacity as the arranger and administrative agent
	By:
		Name:
		Title:

10

ACKNOWLEDGMENT

STATE OF NEVADA                 }

COUNTY OF CLARK                }ss.

This instrument was acknowledged before me on December 16, 2004 by Robert R. Black, Sr. as President of OASIS RECREATIONAL PROPERTIES, INC.

/s/ Kimberly Schroeder	Kimberly Schroeder
NOTARY PUBLIC	Notary Public State of Nevada
	No. 96-4320-1
	My appt. exp. July 18, 2008

ACKNOWLEDGMENT

STATE OF}

COUNTY OF}ss.

This instrument was acknowledged before me on December      , 2004 by                                   as                        of WELLS FARGO FOOTHILL, INC.

	.
NOTARY PUBLIC

EXHIBIT “A”
LEGAL DESCRIPTION

PARCEL NO. 1:

A portion of Government Lot 1, all of the Southeast quarter of the Northeast quarter, a portion of the Northeast quarter of the Southeast quarter, and a portion of the Southwest quarter of the Northeast quarter of Section 4, Township 39 North, Range 16 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona, more particularly described as follows:

BEGINNING at the intersection of the Southerly right-of-way line of Peppermill Palms Boulevard (an existing 60.00 foot right-of-way) and the East line of Section 4, Township 39 North, Range 16 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona, said point being South 01 degrees 04 minutes 13 seconds East, 285.62 feet along the Section line from the Northeast corner of said Section 4 (a 1912 G.L.O. brass cap re-stamped 1997);

THENCE South 01 degrees 04 minutes 13 seconds East, 1039.87 feet along the Section line to the ¹/₁₆^th corner (1997 BLM brass cap);

THENCE South 01 degrees 04 minutes 13 seconds East, 1313.79 feet to the East quarter of said Section 4 (a 1997 BLM brass cap);

THENCE South 01 degrees 03 minutes 30 seconds East, along the Section line, 558.88 feet;

THENCE South 89 degrees 18 minutes 51 seconds West, 1322.55 feet to the ¹/₁₆^th line;

THENCE North 01 degrees 00 minutes 51 seconds West along the ¹/₁₆^th line, 294.01 feet;

THENCE South 89 degrees 14 minutes 13 seconds West, 214.38 feet;

THENCE North 16 degrees 51 minutes 32 seconds West, 726.00 feet;

THENCE North 06 degrees 21 minutes 41 seconds West, 890.48 feet to a point on the ¹/₁₆^th line;

THENCE North 89 degrees 17 minutes 53 seconds East along the ¹/₁₆^th line, 495.10 feet to the ¹/₁₆^th corner;

THENCE North 01 degrees 02 minutes 08 seconds West, 446.51 feet to the Southerly right-of-way line of said Peppermill Palms Boulevard;

THENCE along said Southerly line the following courses;

North 61 degrees 24 minutes 00 seconds East, 223.80 feet to a point of curvature of a 430.00 foot radius curve to the left;

THENCE 149.35 feet along the arc of said curve through a central angle of 19 degrees 54 minutes 00 seconds;

THENCE North 41 degrees 30 minutes 00 seconds East, 259.34 feet to a point of curvature of a 259.47 foot radius curve to the right;

THENCE 187.94 feet along the arc of said curve through a central angle of 41 degrees 30 minutes 00 seconds;

THENCE North 83 degrees 00 minutes 00 seconds East, 274.03 feet to a point of curvature of a 445.00 foot radius curve to the left;

THENCE 109.25 feet along the arc of said curve through a central angle of 14 degrees 04 minutes 00 seconds;

THENCE North 68 degrees 56 minutes 00 seconds East, 62.91 feet to a point of curvature of a 220.00 foot radius curve to the right;

THENCE 96.22 feet along the arc of said curve through a central angle of 25 degrees 03 minutes 33 seconds;

THENCE South 86 degrees 00 minutes 27 seconds East, 38.57 feet to the POINT OF BEGINNING.

LESS AND EXCEPTING that portion lying within Peppermill Palms Boulevard (a 60.00 foot right-of-way).

EXCEPT ¹/₁₆^th of all oil, gases and other hydrocarbon substances, coal, stone, metals, minerals, fossils and fertilizers of every name and description and except all materials which may be essential to the production of fissionable materials as reserved in Arizona Revised Statutes. (Affects the Northeast quarter of the Southeast quarter of Section 4)

PARCEL NO. 2:

The West half of Government Lot 3, all of Government Lot 4 and the Southwest quarter of the Northwest quarter of Section 4, Township 39 North, Range 16 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona.

EXCEPT that portion lying within Peppermill Palms Boulevard, as shown on Roadway Dedication Plat for Peppermill Palms Boulevard, recorded as Fee No. 1990-12851, records of Mohave County, Arizona.

EXCEPT ¹/₁₆^th of all oil, gases and other hydrocarbon substances, coal, stone, metals, minerals, fossils and fertilizers of every name and description and except all materials which may be essential to the production of fissionable materials as reserved in Arizona Revised Statutes. (Affects the West half of Lot 3 and all of Lot 4)

PARCEL NO. 3:

Government Lots 1 and 4, and the South half of the Northeast quarter of Section 5, Township 39 North, Range 16 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona.

EXCEPT that portion lying within Peppermill Palms Boulevard, as shown on Roadway Dedication Plat for Peppermill Palms Boulevard, recorded as Fee No. 1990-12851, records of Mohave County, Arizona.

EXCEPT ¹/₁₆^th of all oil, gases and other hydrocarbon substances, coal, stone, metals, minerals, fossils and fertilizers of every name and description and except all materials which may be essential to the production of fissionable materials as reserved in Arizona Revised Statutes. (Affects a portion of Lot 1)

PARCEL NO. 4:

The Southeast quarter of the Southeast quarter of Section 32, Township 40 North, Range 16 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona, lying South of the Southerly right-of-way of Old U.S. Highway 91.

PARCEL NO. 5:

That portion of the Southwest quarter of Section 33, Township 40 North, Range 16 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona, lying South of the Southerly right-of-way line of Old U.S. Highway 91.

EX-2.29

Exhibit 2.29

Assessor’s Parcel Numbers:001-18-602-003;
001-18-602-004

When recorded mail to:

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue, Suite 3400

Los Angeles, California  90071

Attn:  Brandi Ehlers, Esq.

COLLATERAL ASSIGNMENT OF NOTES AND DEEDS OF TRUST

THIS COLLATERAL ASSIGNMENT OF NOTES AND DEEDS OF TRUST (“Assignment”) is made and entered into as of December 16, 2004, by and between OASIS INTERVAL OWNERSHIP, LLC, a Nevada limited-liability company (“Assignor”), and The Bank of New York Trust Company, N.A., a national banking association, as collateral agent, hereinafter referred to, together with its successors and assigns, in such capacity, as “Agent”.

R E C I T A L S:

WHEREAS:

A.Assignor is the owner of certain parcels of real property which are situate in the County of Clark, State of Nevada and which are more particularly described on “Exhibit A” attached hereto (the “Land”).

B.Reference is also made to that certain Indenture (as it may be hereafter renewed, extended, amended, restated or otherwise modified, the “Indenture”) executed concurrently or substantially concurrently herewith, by and among Virgin River Casino Corporation, a Nevada corporation, RBG, LLC, a Nevada limited-liability company, and B & B B, Inc., a Nevada corporation (collectively, the “Issuers”, which term includes any successors to any of such persons under the Indenture), and The Bank of New York Trust Company, N.A., a national banking association, as trustee (together with any entity which hereafter becomes a Trustee under the Indenture, the “Trustee”).  All capitalized terms which are used but not otherwise defined herein shall have the respective meanings and be construed herein as provided in the Indenture and any reference to a provision of the Indenture shall be deemed to incorporate

that provision as a part hereof in the same manner and with the same effect as if the same were fully set forth herein.

C.The Indenture provides, among other things, that the Issuers may issue up to the aggregate principal amount of One Hundred Twenty-Five Million and No/100 Dollars ($125,000,000.00) in Notes.

D.It is a condition of the Notes that all of Assignor’s present and future right, title and interest in and to those certain Short Form Deeds of Trust With Assignments of Rents and Notes Secured By Deeds of Trust listed on Exhibit B attached hereto, and any similar instruments heretofore or hereafter executed for the benefit of Assignor (collectively, the “Pledged Documents”) be collaterally assigned to Agent for the benefit of Holders in consideration of the Notes upon the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency are hereby acknowledged:

1.Assignor does hereby collaterally assign to Agent for the benefit of Holders, as security for the obligations under the Indenture, all of Assignor’s right, title and interest in, to and under the Pledged Documents, to have and to hold the same unto Agent for the benefit of Holders, as of the date hereof.

2.This Assignment is made pursuant to and in accordance with the terms of the Indenture and the other Collateral Documents and is subject to the limitations set forth therein and to the restrictions contained in the Intercreditor Agreement.

3.This Assignment shall be governed by the internal laws of the State of Nevada, without regard to principles of conflict of law.

4.This Assignment may be executed in any number of separate counterparts with the same effect as if the signatures hereto and hereby were upon the same instrument.  All such counterparts shall together constitute one and the same document.

2

IN WITNESS WHEREOF, the undersigned has executed the foregoing Assignment as of the day and year first above written.

ASSIGNOR:

OASIS INTERVAL OWNERSHIP, LLC a Nevada limited-liability company
By:	/s/ Robert R. Black, Sr.
	Name: Robert R. Black, Sr.
	Title: Sole Manager

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ACKNOWLEDGMENT

STATE OF NEVADA	)
	) ss
COUNTY OF CLARK	)

Before me, the undersigned authority, on this day appeared Robert R. Black, Sr., known to me to be the person whose name is subscribed to the foregoing instrument, and acknwledged to me that he/she executed this instrument for the purposes and consideration expressed in the instrument

Given under my hand and seal of office on December 16, 2004.

[Notarial Seal:]

/s/ Kimberly Schroeder	Kimberly Schroeder
Notary’s Signature	Notary Public State of Nevada
	No. 96-4320-1
Kimberly Schroeder	My appt. exp. July 18, 2008
Notary’s Typed Name
NOTARY PUBLIC
My commission expires: 7/18/08

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EXHIBIT “A”
LEGAL DESCRIPTION

SEE ATTACHED

PARCEL 14-A: TIMESHARE PARCEL (PEPPERMILL)

THAT PORTION OF TRACT 42 OF SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B. & M., ACCORDING TO THAT CERTAIN INDEPENDENT RESURVEY APPROVED APRIL 17, 1935 AND THAT PORTION OF GOVERNMENT LOT 8 OF SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST M.D.B. & M., ACCORDING TO THAT CERTAIN INDEPENDENT RESURVEY ACCEPTED MAY 16, 1935 AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

LOT FOUR (4) AS SHOWN BY MAP THEREOF IN FILE 59 OF PARCEL MAPS, PAGE 21, IN THE OFFICE OF THE COUNTY RECORDER, CLARK COUNTY, NEVADA.

PARCEL 14-B:

A NON-EXCLUSIVE EASEMENT RUNNING TO THE BENEFIT OF LOT 4 AS SHOWN INFILE 59 OF PARCEL MAPS PAGE 21, FOR INGRESS AND EGRESS OVER LOTS 1 AND 2 OF PARCEL MAP FILED IN FILE 59 OF PARCEL MAPS PAGE 21, AS SHOWN ON SAID PARCEL MAP, AND AS SET FORTH IN DECLARATION OF TIME SHARE COVENANT CONDITIONS AND RESTRICTIONS FOR PEPPERMILL PALMS RECORDED DECEMBER 23, 1998 IN BOOK 881223 AS DOCUMENT NO. 00882 OF OFFICIAL RECORDS; TOGETHER WITH THOSE CERTAIN RIGHTS GRANTED TO THE PEPPERMILL PALMS PROPERTY OWNERS ASSOCIATION AS SET FORTH IN GRANT OF NON-EXCLUSIVE LICENSE RECORDED MAY 15, 1996 IN BOOK 960515 AS DOCUMENT NO. 01731 OF OFFICIAL RECORDS.

PARCEL FIFTEEN (15): TIME SHARE PARCEL (GRAND DESTINATION)

THAT PORTION OF THE SOUTHWEST QUARTER (SW ¹/4) OF THE NORTHWEST QUARTER (NW ¹/4) OF SECTION 17 AND SOUTHEAST QUARTER (SE ¹/4) OF THE NORTHEAST QUARTER (NE ¹/4) OF SECTION 18, TOWNSHIP 13 SOUTH, RANGE 71 EAST, M.D.B. & M., DESCRIBED AS FOLLOWS:

PARCEL TWO (2) AS SHOWN BY MAP THEREOF IN FILE 80 OF PARCEL MAPS, PAGE 56, AS AMENDED BY CERTIFICATES OF AMENDMENT RECORDED OCTOBER 28, 1994 IN BOOK 941028 AS DOCUMENT NO. 01337 AND MARCH 15, 1995 IN BOOK 950315 AS DOCUMENT NO. 01033, IN THE OFFICE OF THE COUNTY RECORDER, CLARK COUNTY, NEVADA.

PARCEL 15-A:

A NON-EXCLUSIVE EASEMENT RUNNING TO THE BENEFIT OF PARCEL II FOR INGRESS, EGRESS, USE AND ENJOYMENT OF THE COMMON AREAS OF LOTS 1, 2, 3, AND 4 AS SHOWN ON THE PARCEL MAP FILED IN FILE 59 AT PAGE 21 OF PARCEL MAPS, AND AS SET FORTH IN THE DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS RECORDED NOVEMBER 15, 1995 IN BOOK 941115 A DOCUMENT NO. 01215 AND RE-RECORDED ON DECEMBER 14, 1994 IN BOOK 941214 AS DOCUMENT NO. 0131, AND AS SET FORTH IN THAT CERTAIN HOTEL FACILITIES USE AND EASEMENT AGREEMENT RECORDED NOVEMBER 17, 1994, IN BOOK 941117 AS DOCUMENT NO. 01421, AS RE-RECORDED ON DECEMBER 14, 1994 IN BOOK 941214 AS DOCUMENT NO. 00132 AND AS AMENDED IN DOCUMENT RECORDED JULY 21, 2000 IN BOOK 20000721 AS DOCUMENT NO. 00265, ALL OF OFFICIAL RECORDS.

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EXHIBIT “B”*
LIST OF PLEDGED DOCUMENTS

SEE ATTACHED

*  Registrants agree to furnish supplementally a copy of the omitted schedules to the Securities Exchange Commission upon its request.

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EX-2.30

Exhibit 2.30

APN:	001-18-602-003
	001-18-602-004

When recorded mail to:

Paul, Hastings, Janofsky & Walker LLP

515 South Flower Street, 25th Floor

Los Angeles, California 90071

Attention:  Stacy M. Hopkins, Esq.

COLLATERAL ASSIGNMENT OF NOTES AND DEEDS OF TRUST

THIS COLLATERAL ASSIGNMENT OF NOTES AND DEEDS OF TRUST (“Assignment”) is made and entered into as of December 20, 2004, by and between OASIS INTERVAL OWNERSHIP, LLC, a Nevada limited liability company (“Assignor”), and WELLS FARGO FOOTHILL, INC., a California corporation, in its capacity as the arranger and administrative agent, its successors and assigns, as its interests may appear, in such capacity, as “Agent”.

R E C I T A L S:

WHEREAS:

A.            Assignor is the owner of certain parcels of real property which are situate in the County of Clark, State of Nevada and which are more particularly described on “Exhibit A” attached hereto (the “Land”).

B.            Reference is also made to that certain Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified heretofore or hereinafter from time to time, the “Credit Agreement”), by and among (i) Assignor, (ii) RBG, LLC (“RBG”), a Nevada limited liability company, (iii) VIRGIN RIVER CASINO CORPORATION (“Virgin River”), a Nevada corporation, (iv) CASABLANCA RESORTS, LLC (“Casablanca”), a Nevada limited liability company, (v) OASIS RECREATIONAL PROPERTIES, INC. (“Oasis”), a Nevada corporation, (vi) OASIS INTERVAL MANAGEMENT LLC (“Oasis Interval Management”), a Nevada limited liability company, (vii) B & B B, INC. (“B&BB”), a Nevada corporation, (viii) Agent, and (ix) the Lenders (as defined in the Credit Agreement).  All capitalized terms which are used but not otherwise defined herein shall have the respective meanings and be construed herein as provided in the Credit Agreement and any reference to a provision of the Credit Agreement shall be deemed to incorporate that provision as a part

hereof in the same manner and with the same effect as if the same were fully set forth herein.

C.            The Credit Agreement provides for, among other things, a revolving loan in the principal amount as specified in said Credit Agreement (the “Loan”).

D.            It is a condition of the making of the Loan that all of Assignor’s present and future right, title and interest in and to those certain Short Form Deeds of Trust With Assignments of Rents (the “Mortgages”) and Notes Secured By Deeds of Trust listed on Exhibit B attached hereto, and any similar instruments heretofore or hereafter executed for the benefit of Assignor (collectively, the “Pledged Documents”) be collaterally assigned to Agent for the benefit of Lenders in consideration of the making of the Loan upon the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency are hereby acknowledged:

1.             Assignor does hereby collaterally assign to Agent for the benefit of Lenders, as security for the obligations under the Credit Agreement, all of Assignor’s right, title and interest in, to and under the Pledged Documents, to have and to hold the same unto Agent for the benefit of Lenders, as of the date hereof.

2.             Upon notice of an Event of Default, Assignor does hereby agree to (a) promptly deliver any and all notes (the “Notes”) and Mortgages executed by any debtor for the benefit of Assignor, in connection with and evidencing the obligations under the Pledged Documents to Agent, and (b) execute and deliver to Agent, in form and substance satisfactory to Agent, such instruments and such further assurances as Agent may reasonably deem necessary to transfer, convey or assign Assignor’s rights under the Notes and Mortgages to Agent.

3.             This Assignment is made pursuant to and in accordance with the terms of the Credit Agreement and the other Loan Documents and is subject to the limitations set forth therein.

4.             This Assignment shall be governed by the internal laws of the State of Nevada, without regard to principles of conflict of law.

5.             This Assignment may be executed in any number of separate counterparts with the same effect as if the signatures hereto and hereby were upon the same instrument.  All such counterparts shall together constitute one and the same document.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned has executed the foregoing Assignment as of the day and year first above written.

ASSIGNOR:
OASIS INTERVAL OWNERSHIP, LLC
a Nevada limited liability company
By:	/s/ Robert R. Black, Sr.
	Name: Robert R. Black, Sr.
	Title: Sole Manager

ACKNOWLEDGMENT

STATE OF Nevada	)
	) ss.
COUNTY OF Clark	)

This instrument was acknowledged before me on December 16, 2004 by Robert R. Black, Sr. as Sole Manager of OASIS INTERVAL OWNERSHIP, LLC.

	/s/ Kimberly Schroeder
Kimberly Schroeder Notary Public State of Nevada No. 96-4320-1 My appt. exp. July 18, 2008	NOTARY PUBLIC
	My commission expires:	7/18/08

EXHIBIT “A”*

LEGAL DESCRIPTION

*  Registrants agree to furnish supplementally a copy of the omitted schedules to the Securities Exchange Commission upon its request.

EXHIBIT “B”*

LIST OF PLEDGED DOCUMENTS

*  Registrants agree to furnish supplementally a copy of the omitted schedules to the Securities Exchange Commission upon its request.

EX-2.31

Exhibit 2.31

Assessor’s Parcel Number: 002-24-601-021

ESTOPPEL CERTIFICATE

CONSENT AND AGREEMENT

THIS ESTOPPEL CERTIFICATE, CONSENT AND AGREEMENT (this “Agreement”) is dated as of the          day of December, 2004, and made by River View Limited Liability Company, a Nevada limited-liability company (“Landlord”), and RBG, LLC, a Nevada limited-liability company (“Tenant”), for the benefit of The Bank of New York Trust Company, N.A., a national banking association, as collateral agent, and Wells Fargo Foothill, Inc., a California corporation, in its capacity as the arranger and administrative agent (collectively, the “Beneficiary”).

RECITALS

A.Landlord and Players Mesquite Golf Club, Inc., a Nevada corporation (“Original Tenant”), entered into a certain Lease Agreement, dated June 2, 1995 (the “Original Lease”), a memorandum of which was recorded in the Official Records of Clark County, Nevada (the “Official Records”) on June 7, 1995 in Book 950607 as Instrument No. 00510, demising certain premises (the “Leased Premises”) more particularly described on Exhibit “1” attached to the Original Lease, as amended.

B.Landlord and Original Tenant amended the Original Lease pursuant to a certain (i) First Amendment to Lease Agreement, dated August 25, 1996, a memorandum of which was recorded in the Official Records on August 31, 1995 in Book 950831 as Instrument No. 03232; (ii) Second Amendment to Lease Agreement, dated January 9, 1997; and (iii) a letter agreement, dated January 10, 1997 (the Original Lease, as so amended, the “Lease”).  Capitalized terms used but not defined herein shall have the meaning provided therefor in the Lease.

C.Original Tenant assigned all of its right, title and interest under the Lease to Tenant pursuant to a certain Assignment and Assumption of Lease and Indemnity Agreement, dated March 18, 1997, a memorandum of which was recorded in the Official Records on March 19, 1997 in Book 970319 as Instrument No. 00218.

D.This Agreement is being entered into in connection with a Leasehold and Fee Deed of Trust, Security Agreement and Fixture Filing with Assignment of Rents and an additional

Leasehold and Fee Deed of Trust, Fixture Filing with Assignment of Rents and Leases, and Security Agreement (collectively, the “Deed of Trust”) respectively made by Tenant to Nevada Title Company, as trustee for the benefit of The Bank of New York Trust Company, N.A., a national banking association, as collateral agent for the Holders (as defined in that certain Indenture being executed on or about December    , 2004, by and among Virgin River Casino Corporation, a Nevada corporation, Tenant, and B&BB, Inc., a Nevada corporation, collectively, as issuers, and The Bank of New York Trust Company, N.A., a national banking association, as trustee), and by Tenant to Nevada Title Company, as trustee for the benefit of Wells Fargo Foothill, Inc., a California corporation, as agent and beneficiary, encumbering Tenant’s interest in the Leased Premises and the Lease, and to be recorded in the Official Records.

AGREEMENTS

Landlord and Tenant each agrees that so long as the Deed of Trust shall remain unsatisfied of record or until Beneficiary gives written notice of satisfaction to Landlord, the following provisions shall apply:

1.Landlord and Tenant each represents and warrants as of the date hereof as follows: (a) a true and correct copy of the Lease is attached hereto as Exhibit A; (b) the Lease contains the entire agreement between Landlord and Tenant regarding the Leased Premises and has not been modified, altered or amended, except as set forth above; (c) the Lease is in full force and effect; (d) all obligations of Landlord under the Lease have been performed, Landlord is not in default under the Lease and there is no circumstance or condition now existing which would constitute a default with notice or lapse of time or both; (e) there are no offsets, defenses or counterclaims that Landlord has against the full enforcement of the Lease by Tenant; (f) Tenant is not in default under the Lease and there is no circumstance or condition now existing which would constitute a default with notice or lapse of time or both; (g) the Base Rent per month is $                , payable monthly in advance on the first day of each calendar month; Tenant has paid the Base Rent through December 2004, and the Additional Rent through                   2004; (h) the next Base Rent payment in the amount of $                is due on January 1, 2005, and the next Additional Rent payment in the amount of $                 is due on                      , 2005; (i) no rent has been prepaid except for the current month, and Tenant has not paid a security deposit in connection with the Lease.

2.Landlord consents to the Deed of Trust encumbering Tenant’s interest in the Leased Premises and the Lease, for the full amount of all obligations secured by the Deed of Trust from time to time and all renewals, amendments, modifications, consolidations, replacements and extensions of the secured obligations and the Deed of Trust.  Landlord and Tenant acknowledge and agree that Beneficiary constitutes a Mortgagee and is entitled to all of the Mortgagee Protection Provisions.

3.Landlord acknowledges that the interest of Tenant under the Lease is to be mortgaged and assigned to Beneficiary solely as security for the obligations secured by the Deed of Trust, and Beneficiary shall have no duty, liability or obligation whatsoever under the Lease or any extension or renewal thereof, by virtue of the Deed of Trust or exercise of any right or remedy under the Deed of Trust or applicable law, unless Beneficiary shall specifically

undertake such liability in writing or becomes, and then only with respect to periods in which Beneficiary becomes, the owner of the Lease and the leasehold interest in the Leased Premises.

4.Any notice, communication or other document or demand required or permitted under this Agreement shall be in writing and shall be deemed given if sent certified or registered mail, return receipt requested, or if delivered in person evidenced by a receipt, or if sent by a reputable courier service providing a receipt, addressed to Landlord, Tenant or Trustee, as the case may be, at the following addresses:

If to Landlord:	River View Limited Liability Company
	c/o Mesquite Mart, Inc.
	910 West Mesquite Blvd.
	PO Box 719
	Mesquite, NV 89024
	Attention: Bryan K. Hafen
If to Tenant:	RBG, LLC
	911 North Buffalo Drive
	Las Vegas, NV 89128
	Attention: Robert R. Black, Sr.
If to Beneficiary:	The Bank of New York Trust Company, N.A.
	700 South Flower Street, Suite 500
	Los Angeles, California 90017
	Attention: Corporate Trust Administration
	Facsimile No.: (213) 630-6298
	and
	Wells Fargo Foothill, Inc.
	2450 Colorado Avenue, Suite 3000 West
	Santa Monica, CA 90404
	Attention: Specialty Finance Manager
	Facsimile No.: (310) 453-7442

Either party by notice to the other party may designate a different address for such notices.

5.Upon termination of the Deed of Trust, Beneficiary shall file of record, a satisfaction of the Deed of Trust and, if this Agreement has been recorded, a termination of this Agreement.

6.The term “Beneficiary” as used herein includes any successor or assign of the named Beneficiary herein, the term “Tenant” as used herein includes any successor or assign of the named Tenant herein, and the term “Landlord” as used herein includes any successor and assign of the named Landlord herein.

7.Neither this Agreement nor any of the terms hereof may be terminated, amended, supplemented, waived or modified orally, but only by an instrument in writing executed by the party against which enforcement of the termination, amendment, supplement, waiver or modification is sought.

[Remainder of Page Left Intentionally Blank]

Witness the execution hereof as of the date first above written.

LANDLORD
RIVER VIEW LIMITED LIABILITY COMPANY,
a Nevada limited-liability company
By:	/s/ KRAIG D. HAFEN	,
	Name:  Kraig D. Hafen
	Title:  Member
TENANT
RBG, LLC,
a Nevada limited-liability company
By:	/s/ ROBERT R. BLACK	,
	Name:  Robert R. Black, Sr
	Title:  Sole Manager

STATE OF NEVADA	}
	} ss.
COUNTY OF CLARK	}

This instrument was acknowledged before me on December 16, 2004 by Patricia Dick as Notary of Kraig Hafen.

/s/ PATRICIA DICK	Patricia Dick
NOTARY PUBLIC	Notary Public
	State of Nevada
	Appt. No. 99-55723-1
	MY APPT. EXPIRES June 12, 2007

STATE OF NEVADA	}
	} ss.
COUNTY OF CLARK	}

This instrument was acknowledged before me on December 16, 2004 by Robert R. Black, Sr. as Sole Manager of RBG, LLC.

/s/ KIMBERLY SCHROEDER	Kimberly Schroeder
NOTARY PUBLIC	Notary Public State of Nevada
	No. 96-4320-1
	My appt. exp. July 18, 2008

Exhibit A*

See Attached

*  Registrants agree to furnish supplementally a copy of the omitted schedules to the Securities Exchange Commission upon its request.

EX-3.10

Exhibit 3.10

FILED	FILING FEE- 75.00
IN THE OFFICE OF THE	SCHRECK, JONES, BERNHARD
SECRETARY OF STATE OF THE	ET AL
STATE OF NEVADA	600 E. CHARLESTON
JUL 01 1988	LAS VEGAS, NV89104

ARTICLES OF INCORPORATION

OF

VIRGIN RIVER CASINO CORPORATION

The undersigned, organizer, for the purpose of forming a corporation, pursuant to and by virtue of Chapter 78 of the Nevada Revised Statutes, hereby certifies and adopts the following Articles of Incorporation.

ARTICLE I
NAME

The name of the corporation shall be Virgin River Casino Corporation.

ARTICLE II
PRINCIPAL OFFICE

The location of the principal office of the corporation in the State of Nevada is 600 East Charleston Boulevard, Las Vegas, Nevada, and the resident agent of the corporation shall be the law firm of Schreck, Jones, Bernhard, Woloson & Godfrey, 600 E. Charleston Blvd., Las Vegas, Nevada 89104.  The corporation may also maintain an office or offices at such other place or places, either within or without the State of Nevada, as may be determined, from time to time, by the Board of Directors.

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ARTICLE III
PURPOSES

The purpose for which this corporation is organized is to engage in any business or activity not forbidden by law or these Articles of Incorporation.

ARTICLE IV
CAPITAL STOCK

Section 1.Authorized Shares.  The aggregate number of shares which the corporation shall have authority to issue shall consist of a single class of Twenty-Five Hundred (2500) shares of common stock without par value.

Section 2.Consideration for Shares.  The common stock authorized by Section 1 of this Article shall be issued for such consideration as shall be fixed, from time to time, by the Board of Directors.  In the absence of fraud, the judgment of the directors as to the value of any property received in full or partial payment for shares shall be conclusive.

ARTICLE V
DIRECTORS AND OFFICERS

Section 1.Number and Initial Members.  The members of the governing board of the corporation shall be styled directors.  Pursuant to Nevada Revised Statutes § 78.115, the number of directors shall be at least one (1).  The number of directors may be changed from time

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to time in such manner as shall be provided in the bylaws of the corporation.  The names and post office address of the director constituting the first board of directors, which shall be one (1) in number, is:

NAME	ADDRESS
Robert Randolph Black	600 East Charleston Blvd. Las Vegas, Nevada 89104

Section 2.Limitation of Personal Liability.  No director or officer of the corporation shall be personally liable to the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, except for:

(a)Acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or

(b)The payment of dividends in violation of Nevada Revised Statutes 78.300.

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Section 3.Indemnification.  The corporation may provide in its bylaws or by agreement, to the extent permitted by the laws of the^-.State of Nevada, for the indemnification of, and the advancement of expenses for, any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such.

ARTICLE VI
ASSESSMENT OF STOCK

The capital stock of this corporation, after the amount of the subscription price has been fully paid in, shall not be assessable for any purpose, and no stock issued as fully paid up shall ever be assessable or assessed.  The holders of such stock shall not be individually responsible for the debts, contracts, or liabilities of the corporation and shall not be liable for assessments to restore impairments in the capital of the corporation.

4

ARTICLE VII
INCORPORATOR

The name and address of the incorporator signing these Articles of Incorporation is as follows:

NAME	ADDRESS
Kenneth A. Woloson, Esq.	600 East Charleston Blvd Las Vegas, Nevada 89104

ARTICLE VIII

TERM

The corporation shall have perpetual existence.

IN WITNESS WHEREOF, I have hereunto executed these Articles of Incorporation this 29^th day of June, 1988.

  /s/ Kenneth A. Woloson

  Kenneth A. Woloson, Esq.

ACKNOWLEDGMENT

STATE OF NEVADA
COUNTY OF CLARK }ss.

On this 29^th day of June, 1988, before me, the undersigned, personally appeared Kenneth A. Woloson, known to me to be the person described in and who executed the foregoing instrument and who acknowledged that he executed the same.

	/s/ Mary A. Bonadurer
Notary Public-State of Nevada COUNTY OF CLARK MARY A. BONADURER My Appointment Expires March 4, 1992	NOTARY PUBLIC

5

EX-3.11

Exhibit 3.11

FILED IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF NEVADA. FEB 18 1997
	No.	LLC501-97
	/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE

ARTICLES OF ORGANIZATION
OF
RBG, LLC
A LIMITED LIABILITY COMPANY

The undersigned, for the purpose of forming a limited liability company under the laws of the State of Nevada, does make and file these Articles of Organization hereby declaring and certifying that the facts herein stated are true:

ARTICLE 1
NAME

The name of the limited liability company shall be RBG, LLC.

ARTICLE 2
DURATION

The company shall remain in existence for a period not to exceed thirty (30) years from the date of filing these Articles of Organization with the Secretary of State for the State of Nevada.

ARTICLE 3
PURPOSE

The purpose for which the company is formed is to perform all acts permitted by the laws of the State of Nevada, including any activities necessary, convenient, or desirable to accomplish such purpose, and to do all other things incidental thereto which are not forbidden by law or by these Articles of Organization.

ARTICLE 4
RESIDENT AGENT AND PRINCIPAL PLACE OF BUSINESS

Section 4.01.Resident Agent.  The name and address of the Resident Agent for service of process is Keefer, O’Reilly, Ferrario & Lubbers, 325 South Maryland Parkway, Suite One, Las Vegas, Nevada 89102.

Section 4.02.Principal Office.  The principal office of the company shall be located at 911 North Buffalo Drive, Las Vegas, Nevada 89128.

ARTICLE 5
MEMBERSHIP

The company is to be managed by a manager.  The name and address of the initial manager is:

Robert R. Black, Sr.

911 North Buffalo Drive

Las Vegas, Nevada 89128

ARTICLE 6
OPERATING AGREEMENT

The regulation and management of the affairs of the company shall be pursuant to the Operating Agreement executed and then in effect by the members.  The members shall have such right to admit any additional members upon the terms and conditions for admission of such additional members pursuant to the Operating Agreement.  The members shall have the right to continue the business of the company on the death, retirement, resignation, expulsion, bankruptcy, or dissolution of a member or occurrence of any other event which might terminate

2

the membership of a member in the company, all upon the terms as set forth in the Operating Agreement.

ARTICLE 7
AMENDMENT

These Articles of Organization may be amended, altered, changed, or repealed in the manner now or hereafter proscribed by statute or by these Articles of Organization or by the Operating Agreement, and all rights conferred upon the members are granted subject to this reservation.

IN WITNESS WHEREOF, I have hereunto set my hand this 18^th day of February, 1997, hereby declaring and certifying that the facts stated hereinabove are true.

  /s/ Preston B. Howard

  Preston B. Howard, Esq.

  KEEFER, O’REILLY, FERRARIO & LUBBERS

  325 South Maryland Parkway

  Las Vegas, Nevada 89101

3

ACKNOWLEDGMENTS

		Notary Public – State of Nevada
STATE OF NEVADA COUNTY OF CLARK	}ss.	COUNTY OF CLARK CYNTHIA S. GUNTHER My Appointment Expires

On this 18^th day of February, 1997, personally appeared before me, a Notary Public, Preston B. Howard, Esq., who acknowledged to me that he executed the foregoing instrument.

  /s/ Cynthia S. Gunther

  NOTARY PUBLIC in and for said
  County and State

4

FILED IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF NEVADA APR 24 1997
	No.	LLC501-97
	/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE

CERTIFICATE OF AMENDMENT
OF THE ARTICLES OF ORGANIZATION OF
RBG, LLC
A NEVADA LIMITED LIABILITY COMPANY

THE UNDERSIGNED, the duly appointed and acting Manager of RBG, LLC, a Nevada limited liability company, (the “Company”) hereby certifies that the Members of the Company adopted the following resolution amending the Company’s Articles of Organization by Unanimous Written Consent on April 24^th, 1997:

“NOW, THEREFORE, BE IT RESOLVED that Article 3 of the Company’s Articles of Organization as filed with the Nevada Secretary of State on February 18, 1997, be amended to read as follows:

ARTICLE 3
PURPOSE

The character and general nature of the business to be conducted by the Company is to operate, manage and conduct gaming in a gaming casino on, or within, the premises known as CasaBlanca Resort & Casino, located at 930 West Mesquite Boulevard, Mesquite, Nevada; and, to perform all acts permitted by the laws of the State of Nevada, including any activities necessary, convenient or desirable to accomplish such purpose, and, to do all other things incidental thereto, which are not forbidden by law or by these Articles of Organization.

Notwithstanding anything to the contrary expressed or implied in these Articles, the sale, assignment, transfer, pledge or other disposition of any interests in the limited liability company is ineffective unless approved in advance by the Nevada Gaming Commission.  If at any time the Nevada Gaming Commission finds that a Member, which owns any such interest, is unsuitable to hold that interest, the Nevada Gaming Commission shall immediately notify the limited liability company of that fact.  The limited liability company shall, within ten (10) days from the date that it receives the notice from

the Nevada Gaming Commission, return to the unsuitable Member, the amount of his capital account as reflected on the books of the limited liability company.  Beginning of the date when the Nevada Gaming Commission serves notice of a determination of unsuitability, pursuant to the preceding sentence, upon the limited liability company, it is unlawful for the unsuitable Member:  (a) to receive any share of the distributions of profits or cash or any other property of, or payments upon dissolution of, the limited liability company, other than a return of capital as required above; (b) to exercise directly or through a Trustee or nominee, any voting right conferred by such interest; (c) to participate in the management of the business and the affairs of the limited liability company; or, (d) to receive any remuneration in any form from the limited liability company, for services rendered or otherwise.

Any Member that is found unsuitable by the Nevada Gaming Commission shall return all evidence of any ownership in the limited liability company to the limited liability company, at which time the limited liability company shall, within ten (10) days, after the limited liability company receives notice from the Nevada Gaming Commission, return to the Member, in cash, the amount of his capital account as reflected on the books of the limited liability company, and the unsuitable Member shall no longer have any direct or indirect interest in the limited liability company.”

IN WITNESS WHEREOF, I have hereunto subscribed my name this 24^th of April, 1997.

  /s/ Robert R. Black, Sr.

  Robert R. Black, Sr.

  Manager

STATE OF NEVADA
COUNTY OF CLARK }ss.

On this 24^th day of April, 1997, Robert R. Black, Sr., Manager of RBG, LLC, a Nevada limited liability company, personally appeared before me, and subscribed his name to the within document for the uses and purposes therein set forth.

/s/ Jan Simon
NOTARY PUBLIC	NOTARY PUBLIC – STATE OF NEVADA COUNTY OF CLARK JAN SIMON MY APPOINTMENT EXPIRES

RESTATED
ARTICLES OF ORGANIZATION
OF
RBG, LLC
A LIMITED LIABILITY COMPANY

The undersigned, for the purpose of forming a limited liability company under the laws of the State of Nevada, does make and file these Articles of Organization hereby declaring and certifying that the facts herein stated are true:

ARTICLE 1
NAME

The name of the limited liability company shall be RBG, LLC.

ARTICLE 2
DURATION

The company shall remain in existence for a period not to exceed thirty (30) years from the date of filing these Articles of Organization with the Secretary of State for the State of Nevada.

ARTICLE 3
PURPOSE

The character and general nature of the business to be conducted by the Company is to operate, manage and conduct gaming in a gaming casino on, or within, the premises known as CasaBlanca Resort & Casino, located at 930 West Mesquite Boulevard, Mesquite, Nevada; and, to perform all acts permitted by the laws of the State of Nevada, including any activities

necessary, convenient or desirable to accomplish such purpose, and, to do all other things incidental thereto, which are not forbidden by law or by these Articles of Organization.

Notwithstanding anything to the contrary expressed or implied in these Articles, the sale, assignment, transfer, pledge or other disposition of any interests in the limited liability company is ineffective unless approved in advance by the Nevada Gaming Commission.  If at any time the Nevada Gaming Commission finds that a Member, which owns any such interest, is unsuitable to hold that interest, the Nevada Gaming Commission shall immediately notify the limited liability company of that fact.  The limited liability company shall, within ten (10) days from the date that it receives the notice from the Nevada Gaming Commission, return to the unsuitable Member, the amount of his capital account as reflected on the books of the limited liability company.  Beginning of the date when the Nevada Gaming Commission serves notice of a determination of unsuitability, pursuant to the preceding sentence, upon the limited liability company, it is unlawful for the unsuitable Member:  (a) to receive any share of the distributions of profits or cash or any other property of, or payments upon dissolution of, the limited liability company, other than a return of capital as required above; (b) to exercise directly or through a Trustee or nominee, any voting right conferred by such interest; (c) to participate in the management of the business and the affairs of the limited liability company; or (d) to receive any remuneration in any form from the limited liability company, for services rendered or otherwise.

Any Member that is found unsuitable by the Nevada Gaming Commission shall return all evidence of any ownership in the limited liability company to the limited liability company, at which time the limited liability company shall, within ten (10) days, after the limited liability company receives notice from the Nevada Gaming Commission, return to the Member, in cash, the amount of his capital account as reflected on the books of the limited liability company, and the unsuitable Member shall no longer have any direct or indirect interest in the limited liability company.

ARTICLE 4
RESIDENT AGENT AND PRINCIPAL PLACE OF BUSINESS

Section 4.01.Resident Agent.  The name and address of the Resident Agent for service of process is Keefer, O’Reilly, Ferrario & Lubbers, 325 South Maryland Parkway, Suite One, Las Vegas, Nevada 89102.

Section 4.02.Principal Office.  The principal office of the company shall be located at 911 North Buffalo Drive, Las Vegas, Nevada 89128.

ARTICLE 5
MEMBERSHIP

The company is to be managed by a manager.  The name and address of the initial manager is:

Robert R. Black, Sr.

911 North Buffalo Drive

Las Vegas, Nevada 89128

ARTICLE 6
OPERATING AGREEMENT

The regulation and management of the affairs of the company shall be pursuant to the Operating Agreement executed and then in effect by the members.  The members shall have such right to admit any additional members upon the terms and conditions for admission of such additional members pursuant to the Operating Agreement.  The members shall have the right to continue the business of the company on the death, retirement, resignation, expulsion, bankruptcy, or dissolution of a member or occurrence of any other event which might terminate the membership of a member in the company, all upon the terms as set forth in the Operating Agreement.

ARTICLE 7
AMENDMENT

These Articles of Organization may be amended, altered, changed, or repealed in the manner now or hereafter proscribed by statute or by these Articles of Organization or by the Operating Agreement, and all rights conferred upon the members are granted subject to this reservation.

IN WITNESS WHEREOF, I have hereunto set my hand this 27^th day of April, 1997, hereby declaring and certifying that the facts stated hereinabove are true.

  /s/ Robert R. Black, Sr.

  Robert R. Black, Sr., Manager

ACKNOWLEDGMENTS

STATE OF NEVADA
COUNTY OF CLARK }ss.

On this 24^th day of April, 1997, personally appeared before me, a Notary Public, Robert R. Black, Sr., Manager of RBG, LLC, a Nevada limited liability company, who acknowledged to me that he executed the foregoing instrument.

	/s/ Jan Simon
NOTARY PUBLIC – STATE OF NEVADA COUNTY OF CLARK JAN SIMON MY APPOINTMENT EXPIRES	NOTARY PUBLIC in and for said   County and State

EX-3.12

Exhibit 3.12

FILED IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF NEVADA DEC 07 1989    SUE DEL PAPA  SECRETARY OF STATE			FILING FEE:  $125.00 RECEIPT #C 36901 FILING FEE:  $125.00KK SCHRECK JONES BERNHARD ET AL… 600 EAST CHARLESTON BLVD. LAS VEGAS, NEVADA 89104
	/s/ Sue Del Papa
		10343-89

ARTICLES OF INCORPORATION

OF
B & B B, INC.

The undersigned, for the purpose of forming a corporation, pursuant to and by virtue of Chapter 78 of the Nevada Revised Statutes, hereby certifies and adopts the following Articles of Incorporation.

ARTICLE I
NAME

The name of the corporation shall be B & B B, INC.

ARTICLE II
PRINCIPAL OFFICE

The location of the principal office of the corporation in the State of Nevada is 600 East Charleston Boulevard, Las Vegas, Clark County, Nevada and the resident agent of the corporation shall be the law firm of Schreck, Jones, Bernhard, Woloson & Godfrey, 600 East Charleston Blvd., Las Vegas, Clark County, Nevada 89104. The corporation may also maintain an office or offices at such other place or places, either within or without the State of Nevada, as may be determined, from time to time, by the Board of Directors.

ARTICLE III
PURPOSES

The purpose for which this corporation is organized is to engage in any business or activity not forbidden by law or these Articles of Incorporation.

ARTICLE IV
CAPITAL STOCK

Section 1.Authorized Shares.  The aggregate number of shares which the corporation shall have authority to issue shall consist of a single class of Twenty-Five Hundred (2500) shares of common stock without par value.

Section 2.Consideration for Shares.  The common stock authorized by Section 1 of this Article shall be issued for such consideration as shall be fixed, from time to time, by the Board of Directors.

/ / /

/ / /

/ / /

2

ARTICLE V
DIRECTORS AND OFFICERS

Section 1.Number and Initial Members.  The members of the governing board of the corporation shall be styled directors.  Pursuant to Nevada Revised Statutes § 78.115, the number of directors shall be at least one (1). The number of directors may be changed from time to time in such manner as shall be provided in the bylaws of the corporation. The names and post office addresses of the directors constituting the first board of directors, which shall be seven (7) in number, are:

NAME	ADDRESS
James Black	600 E. Charleston Blvd. Las Vegas, NV 89104
Robert R. Black	600 E. Charleston Blvd. Las Vegas, NV 89104
Gary Black	600 E. Charleston Blvd. Las Vegas, NV 89104
Michael Black	600 E. Charleston Blvd. Las Vegas, NV 89104
Randy Miller	600 E. Charleston Blvd. Las Vegas, NV 89104
Richard Gonzales	600 E. Charleston Blvd. Las Vegas, NV 89104
C. Richard Iannone	600 E. Charleston Blvd. Las Vegas, NV 89104

3

Section 2.Limitation of Personal Liability.  No director or officer of the corporation shall be personally liable to the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, except for:

(a)Acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or

(b)The payment of dividends in violation of Nevada Revised Statutes 78.300.

Section 3.Indemnification.  The corporation may provide in its bylaws or by agreement, to the extent permitted by the laws of the State of Nevada, for the indemnification of, and the advancement of expenses for, any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such.

4

ARTICLE VI
ASSESSMENT OF STOCK

The capital stock of this corporation, after the amount of the subscription price has been fully paid in, shall not be assessable for any purpose, and no stock issued as fully paid up shall ever be assessable or assessed. The holders of such stock shall not be individually responsible for the debts, contracts, or liabilities of the corporation and shall not be liable for assessments to restore impairments in the capital of the corporation.

ARTICLE VII
INCORPORATOR

The name and address of the incorporator signing these Articles of Incorporation is as follows:

NAME	ADDRESS
Kenneth A. Woloson, Esq.	600 E. Charleston Blvd. Las Vegas, NV 89104

ARTICLE VIII
TERM

The corporation shall have perpetual existence.

IN WITNESS WHEREOF, I have hereunto executed these Articles of Incorporation this 20th day of November, 1989.

  /s/ Kenneth A. Woloson.

  Kenneth A. Woloson, Esq.

5

STATE OF NEVADA
COUNTY OF CLARK }ss.

On this 20th day of November, 1989, personally appeared before me, a notary public, Kenneth A. Woloson, Esq., personally known (or proved) to me to be the person whose name is subscribed to the above instrument who acknowledged that (s)he executed the instrument.

	/s/ Susie A. Medina
Susie A. Medina OFFICIAL SEAL NOTARY PUBLIC-NEVADA CLARK COUNTY My Appointment Expires Apr. 24, 1991	Susie A. Medina

6

FILED IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF NEVADA OCT 03 1990    SUE DEL PAPA  SECRETARY OF STATE			SCHRECK, JONES, BERNHARD, WOLOSON & GODFREY 600 EAST CHARLESTON BLVD. LAS VEGAS, NEVADA 89104
	/s/ Sue Del Papa
		10343-89

CERTIFICATE

OF

AMENDMENT OF

ARTICLES OF INCORPORATION

OF

B & B B, INC.

THIS IS TO CERTIFY that on the 5^th day of February, 1990, pursuant to the Unanimous Written Consent of the Board of Directors of B & B B, INC. (the “Corporation”), a Nevada corporation, the following resolutions were adopted:

RESOLVED, That Article III of the Corporation’s Articles of Incorporation be amended so that it reads in its entirety as follows:

“ARTICLE III
PURPOSES

The purpose for which the Corporation is formed are:

(a)To conduct gaming in the State of Nevada in accordance with the laws of the State of Nevada and the United States of America; and

(b)To engage in any other business or activity not forbidden by law or these Articles of Incorporation.”

RESOLVED FURTHER that the Articles of Incorporation of the Corporation be amended by adding Article IX to read as follows:

ARTICLE IX
RESTRICTIONS

(a)The Corporation shall not issue any stock or securities except in accordance with the provisions of the Nevada Gaming Control Act and the Regulations thereunder. The issuance of any stock or securities in violation thereof shall be ineffective and such stock or securities shall be deemed not to be issued and outstanding until (1) the Corporation shall cease to be subject to the jurisdiction of the Nevada Gaming Commission, or (2) the Nevada Gaming Commission shall, by affirmative action, validate such issuance or waive any defect in issuance.

(b)No stock or securities issued by the Corporation and no interest, claim, or charge therein or thereto shall be transferred in any manner whatsoever, except in accordance with the provisions of the Nevada Gaming Control Act and the regulations thereunder. Any transfer in violation thereof shall be ineffective until (1) the corporation shall cease to be subject to the jurisdiction of the Nevada Gaming Commission, or (2) the Nevada Gaming Commission shall, by affirmative action, validate said transfer or waive any defect in said transfer.

(c)If the Commission at any time determines that a holder of stock or other securities of this corporation is unsuitable to hold such securities, then, until such securities are owned by persons found by the Commission to be suitable to own them, (1) the Corporation shall not be required or permitted to pay any dividend or interest with regard to the securities, (2) the holder of such securities shall not be entitled to vote on any matter as the holder of the securities, and such securities shall not for any purposes be included in the securities of the Corporation entitled to vote, and (3) the Corporation shall not pay any remuneration in any form to the holder of the securities.”

2

We further hereby certify that subsequent thereto, the written consent of all the stockholders of the Corporation was secured approving the amendment of the Articles of Incorporation as provided in the foregoing resolution.

DATED this 5^th day of February, 1990.

  /s/ James A. Black

  James A. Black, President

ATTEST:

/s/ Robert R. Black

Robert R. Black, Secretary

STATE OF NEVADA	} ss.
COUNTY OF CLARK

On this 5th day of February, 1990, personally appeared before me, a notary public, James A. Black and Robert R. Black, personally known (or proved) to me to be the persons whose names are subscribed to the above instrument who acknowledged that they executed the instrument.

			/s/
			NOTARY PUBLIC
APPROVED FOR COMPLIANCE WITH NRS CHAPTER 463 ONLY Nevada Gaming Commission				NOTARY PUBLIC-STATE OF NEVADA COUNTY OF CLARK MARNIE SAGE My Appointment Expires Oct. 26, 1991
By:	Marilyn Epling
Dated		9/24/90

3

EX-3.13

Exhibit 3.13

	FILED #		LLC1224-01
FEB 06 2001
In the Office of
		/s/ Dean Heller
DEAN HELLER SECRETARY OF STATE

ARTICLES OF ORGANIZATION
OF
CASABLANCA RESORTS, LLC

a limited liability company

The undersigned, organizer, for the purpose of forming a limited liability company under the laws of the State of Nevada, does make and file these Articles of Organization hereby declaring and certifying that the facts herein stated are true:

ARTICLE 1
NAME

The name of the limited liability company shall be Casablanca Resorts, LLC.

ARTICLE 2
DURATION

The company’s existence shall be perpetual.

ARTICLE 3
PURPOSE

The purpose for which the company is formed is to conduct licensed gaming activities and to perform all acts permitted by the laws of the State of Nevada, including any activities necessary, convenient, or desirable to accomplish such purpose, and to do all things incidental thereto which are not forbidden by law or by these Articles of Organization.

Notwithstanding anything to the contrary expressed or implied in these Articles, the sale, assignment, transfer, pledge or other disposition of any interests in the limited liability company is ineffective unless approved in advance by the Nevada Gaming Commission.  If at any time the Nevada Gaming Commission finds that a Member, which owns any such interest, is unsuitable to hold that interest, the Nevada Gaming Commission shall immediately notify the limited liability company of that fact.  The limited liability company shall, within ten (10) days from the date that

it receives the notice from the Nevada Gaming Commission, return to the unsuitable Member, the amount of his capital account as reflected on the books of the limited liability company.  Beginning of the date when the Nevada Gaming Commission serves notice of a determination of unsuitability, pursuant to the preceding sentence, upon the limited liability company, it is unlawful for the unsuitable Member:  (a) to receive any share of the distributions of profits or cash or any other property of, or payments upon dissolution of, the limited liability company, other than a return of capital as required above; (b) to exercise directly or through a Trustee or nominee any voting right conferred by such interest; (c) to participate in the management of the business and the affairs of the limited liability company; or (d) to receive any remuneration in any form from the limited liability company, for services rendered or otherwise.

Any Member that is found unsuitable by the Nevada Gaming Commission shall return all evidence of any ownership in the limited liability company to the limited liability company, at which time the limited liability company shall, within ten (10) days, after the limited liability company receives notice from the Nevada Gaming Commission, return to the Member, in cash, the amount of his capital account as reflected on the books of the limited liability company, and the unsuitable Member shall no longer have any direct or indirect interest in the limited liability company.

ARTICLE 4
RESIDENT AGENT, ORGANIZER, PRINCIPAL PLACE OF BUSINESS,

Section 4.01.Resident Agent.  The name and address of the Resident Agent for Casablanca Resorts, LLC, is Keefer, O’Reilly & Ferrario, 325 South Maryland]’arkway, Las Vegas, Nevada 89101.

2

Section 4.02.Organizer.  The name and address of the Organizer for Casablanca Resorts, LLC is Preston B. Howard, Esq. c/o Keefer, O’Reilly & Ferrario, 325 South Maryland Parkway, Las Vegas, Nevada 89101.

Section 4.03.Principal Office.  The principal office of the company shall be located at 950 West Mesquite Blvd., Mesquite, NV. 89027, or such other location as the company’s manager may designate.

ARTICLE 5
MANAGER

The company is to be managed by a Manager.  The name and address of the Manager is:

RBG, LLC

950 West Mesquite Blvd.

Mesquite, NV  89027

ARTICLE 6
OPERATING AGREEMENT

The regulation and management of the affairs of the company shall be pursuant to the Operating Agreement executed and then in effect by the member(s).  The members shall have such right to admit any additional members upon the terms and conditions for admission of such additional members pursuant to the Operating Agreement.  The members shall have the right to continue the business of the company on the death, retirement, resignation, expulsion, bankruptcy, or dissolution of a member or occurrence of any other event which might terminate the membership of a member in the company, all upon the terms as set forth in the Operating Agreement.

3

ARTICLE 7
AMENDMENT

These Articles of Organization may be amended, altered, changed, or repealed in the manner now or hereafter proscribed by statute or by these Articles of Organization or by the Operating Agreement, and all rights conferred upon the members are granted subject to this reservation.

IN WITNESS WHEREOF, I have hereunto set my hand this 6^th day of February, 2001, hereby declaring and certifying that the facts stated hereinabove are true.

  /s/ Preston B. Howard

  Preston B. Howard, Esq.

ACKNOWLEDGMENT

		ss.
STATE OF NEVADA
COUNTY OF CLARK

On this 6^th day of February 2001, personally appeared before me, a Notary Public, Preston B. Howard, Esq., who acknowledged to me that he executed the foregoing instrument. 

	/s/ S. Renee Hoban
NOTARY PUBLIC-STATE OF NEVADA	NOTART PUBLIC in and for said
COUNTY OF CLARJ	county and State
S. RENEE HOBAN
My Appointment Expires
October 25, 2002

4

EX-3.14

Exhibit 3.14

DEAN HELLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz FILED # LLC 5723-001 MAY 31 2001

Articles Of Organization

Limited-Liability Company

(PURSUANT TO NRS 86)

Important: Read attached instructions before completing form. ABOVE SPACE IS FOR OFFICE USE ONLY

1.

Name of Limited-

Liability Company

OASIS INTERVAL OWNERSHIP, LLC

2.

Resident Agent

BLACK & LOBELLO, ATTORNEYS AT LAW

Name and Street

Name

Address:

6879 A WEST CHARLESTON BLVD.

LAS VEGAS

NEVADA

89117

(must be a Nevada address

Physical Street Address

City

Zip Code

where process may be

served)

Additional Mailing Address

City

State

Zip Code

3.

Dissolution Date:

(OPTIONAL-see

Latest date upon which the company is to dissolve (if existence is not perpetual):

instructions)

4.

Management.

Company shall be managed by

o Manager(s) OR

ý Members

(check one)

5.

Names Addresses,

ROBERT R. BLACK, SR.

of Manager(s) or

Name

Members:

911 N. BUFFALO, STE. NO. 201

LAS VEGAS

NEVADA

89128

(attach additional

Address

City

State

Zip Code

pages as necessary)

Name

Address

City

State

Zip Code

Name

Address

City

State

Zip Code

6.

Names, Addresses

BLACK & LOBELLO, ATTORNEYS AT LAW

and Signatures of

Name

Organizers

Signature

/s/

(if more than one

organizer

6879A WEST CHARLESTON BLVD.

LAS VEGAS

NV

89117

attach additional page)

Address

City

State

Zip Code

7.

Certificate of

Acceptance of

I hereby accept appointment as Resident Agent for the above named limited-liability company.

Appointment of

Resident Agent:

/s/

Authorized Signature of R.A. or On Behalf of R.A. Company

Date

May 31, 2001

This form must be accompanied by appropriate fees. See attached fee schedule.

EX-3.15

Exhibit 3.15

DEAN HELLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz FILED #LLC5753-01  MAY 31 2001

Articles Of Organization

Limited-Liability Company

(PURSUANT TO NRS 86)

Important: Read attached instructions before completing form. ABOVE SPACE IS FOR OFFICE USE ONLY

1.

Name of Limited-

Liability Company

OASIS INTERVAL MANAGEMENT, LLC

2.

Resident Agent

BLACK & LOBELLO, ATTORNEYS AT LAW

Name and Street

Name

Address:

6879A WEST CHARLESTON BLVD.

LAS VEGAS

NEVADA

89117

(must be a Nevada address

Physical Street Address

City

Zip Code

where process may be

served)

Additional Mailing Address

City

State

Zip Code

3.

Dissolution Date:

(OPTIONAL-see

Latest date upon which the company is to dissolve (if existence is not perpetual):

instructions)

4.

Management.

Company shall be managed by

o Manager(s) OR

ý Members

(check one)

5.

Names Addresses,

ROBERT R. BLACK, SR.

of Manager(s) or

Name

Members:

911 N. BUFFALO, STE. NO. 201

LAS VEGAS

NEVADA

89128

(attach additional

Address

City

State

Zip Code

pages as necessary)

Name

Address

City

State

Zip Code

Name

Address

City

State

Zip Code

6.

Names, Addresses

BLACK & LOBELLO, ATTORNEYS AT LAW

and Signatures of

Name

Organizers

Signature

/s/

(if more than one

organizer

6879A WEST CHARLESTON BLVD.

LAS VEGAS

NEVADA

89117

attach additional page)

Address

City

State

Zip Code

7.

Certificate of

Acceptance of

I hereby accept appointment as Resident Agent for the above named limited-liability company.

Appointment of

Resident Agent:

/s/

Authorized Signature of R.A. or On Behalf of R.A. Company

Date

May 31, 2001

This form must be accompanied by appropriate fees. See attached fee schedule.

EX-3.16

Exhibit 3.16

DEAN HELLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz FILED# C13606-01     MAY 23 2001

Articles of Incorporation

(PURSUANT TO NRS 78)

Important. Read attached instructions before completing form. ABOVE SPACE IS FOR OFFICE USE ONLY

1.

Name of

Corporation:

OASIS RECREATIONAL PROPERTIES, INC.

2.

Resident Agent

BLACK & LOBELLO

Name and Street

Name

Address:

6879A WEST CHARLESTON BLVD.

LAS VEGAS

NEVADA

89117

(must be a Nevada address

Street Address

City

Zip Code

where process may be

served)

Optional Mailing Address

City

State

Zip Code

3.

Shares:

(number of shares

corporation

Number of shares

Number of shares

authorized to issue

with par value:

Par value: $

NO PAR

without par value:

2500

4.

Names Addresses,

1.

ROBERT R. BLACK, SR.

of Manager(s) or

Name

Members:

911 NORTH BUFFALO, SUITE 201

LAS VEGAS

NEVADA

89128

(attach additional

Street Address

City

State

Zip Code

pages as necessary)

2.

Name

Street Address

City

State

Zip Code

3.

Name

Street Address

City

State

Zip Code

5.

Purpose:

The purpose of this Corporation shall be:

(optional-see instructions)

ANY LAWFUL PURPOSE

6.

Names, Addresses

BLACK & LOBELLO

/s/

and Signatures of

Name

Signature

Incorporator.

(attach additional page

6879A WEST CHARLESTON BLVD.

LAS VEGAS

NEVADA

89117

there is more than 1

Address

City

State

Zip Code

incorporator)

7.

Certificate of

I hereby accept appointment as Resident Agent for the above named corporation.

Acceptance of

Appointment of

/s/

MAY 22, 2001

Resident Agent:

Authorized Signature of R.A. or On Behalf of R.A. Company

Date

This form must be accompanied by appropriate fees. See attached fee schedule.

EX-3.20

Exhibit 3.20

BYLAWS

OF

VIRGIN RIVER CASINO CORPORATION

ARTICLE I

STOCKHOLDERS

Section 1.01Annual Meeting.  The annual meeting of the stockholders of the corporation shall be held at 2:00 o’clock in the afternoon on the second Thursday of June in each year, but if such date is a legal holiday then on the next succeeding business day, for the purpose of electing directors of the corporation to serve during the ensuing year and for the transaction of such other business as may properly come before the meeting.  If the election of the directors is not held on the day designated herein for any annual meeting of the stockholders, or at any adjournment thereof, the president shall cause the election to be held at a special meeting of the stockholders as soon thereafter as is convenient.

Section 1.02Special Meetings.  Special meetings of the stockholders may be called by the president or the Board of Directors and shall be called by the president at the written request of the holders of not less than 51% of the issued and outstanding shares of capital stock of the corporation.

All business lawfully to be transacted by the stockholders may be transacted at any special meeting or at any adjournment thereof.  However, no business shall be acted upon at a special meeting except that referred to in the notice calling the meeting, unless all of the outstanding capital stock of the corporation is represented either in person or by proxy.  Where all of the capital stock is represented, any lawful business may be transacted and the meeting shall be valid for all purposes.

Section 1.03Place of Meetings.  Any meeting of the stockholders of the corporation may be held at its principal office in the State of Nevada or at such other place in or out of the United States as the Board of Directors may designate.  A waiver of notice signed by the stockholders entitled to vote may designate any place for the holding of such meeting.

Section 1.04Notice of Meetings.

(a)The secretary shall sign and deliver to all stockholders of record written or printed notice of any meeting at least ten (10) days, but not more than sixty (60) days, before the date of such meeting; which notice shall state the place, date, and time of the meeting, the general nature of the business to be transacted, and, in the case of any meeting at which directors are to be elected, the names of nominees, if any, to be presented for election.

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(b)In the case of any meeting, any proper business may be presented for action, except that the following items shall be valid only if the general nature of the proposal is stated in the notice or written waiver of notice:

(1)Action with respect to any contract or transaction between the corporation and one or more of its directors or another firm, association, or corporation in which one or more of its directors has a material financial interest;

(2)Adoption of amendments to the Articles of Incorporation; or

(3)Action with respect to the merger, consolidation, reorganization, partial or complete liquidation, or dissolution of the corporation.

(c)The notice shall be personally delivered or mailed by first class mail to each shareholder of record at the last known address thereof, as the same appears on the books of the corporation, and the giving of such notice shall be deemed delivered the date the same is deposited in the United States mail, postage prepaid.  If the address of any shareholder does not appear upon the books of the corporation, it will be sufficient to address any notice to such shareholder at the principal office of the corporation.

(d)The written certificate of the person calling any meeting, duly sworn, setting forth the substance of the notice, the time and place the notice was mailed or personally delivered to the several stockholders, and the addresses to which the notice was mailed shall be prima facie evidence of the manner and fact of giving such notice.

Section 1.05Waiver of Notice.  If all of the stockholders of the corporation shall waive notice of a meeting, no notice shall be required, and, whenever all of the stockholders shall meet in person or by proxy, such meeting shall be valid for all purposes without call or notice, and at such meeting any corporate action may be taken.

Section 1.06Determination of Stockholders of Record.

(a)The Board of Directors may at any time fix a future date as a record date for the determination of the stockholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action.  The record date so fixed shall not be more than sixty (60) days prior to the date of such meeting nor more than sixty (60) days prior to any other action.  When a record date is so fixed, only stockholders of record on that date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution or

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allotment of rights, or to exercise their rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date.

(b)If no record date is fixed by the Board of Directors, then (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which written consent is given; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.

Section 1.07Quorum; Adjourned Meetings.

(a)At any meeting of the stockholders, a majority of the issued and outstanding shares of the corporation represented in person or by proxy, shall constitute a quorum.

(b)If less than a majority of the issued and outstanding shares are represented, a majority of shares so represented may adjourn from time to time at the meeting, until holders of the amount of stock required to constitute a quorum shall be in attendance.  At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted as originally called.  When a shareholder’s meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, unless the adjournment is for more than ten (10) days in which event notice thereof shall be given.

Section 1.08Voting.

(a)Each shareholder of record, such shareholder’s duly authorized proxy or attorney-in-fact shall be entitled to one (1) vote for each share of stock standing registered in such shareholder’s name on the books of the corporation on the record date.

(b)Except as otherwise provided herein, all votes with respect to shares standing in the name of an individual on the record date (included pledged shares) shall be cast only by that individual or such individual’s duly authorized proxy or attorney-in-fact.  With respect to shares held by a representative of the estate of a deceased shareholder, guardian, conservator, custodian or trustee, votes may be cast by such holder upon proof of capacity, even though the shares do not stand in the name of such holder.  In the case of shares under the control of a receiver, the receiver may cast votes carried by such shares even though the shares do not stand in the name of the receiver provided that the order of the court of competent jurisdiction which appoints the receiver contains the authority to cast votes carried by such shares.  If shares stand in the name of a minor, votes may be cast only by the duly appointed guardian of the estate

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of such minor if such guardian has provided the corporation with written notice and proof of such appointment.

(c)With respect to shares standing in the name of a corporation on the record date, votes may be cast by such officer or agent as the bylaws of such corporation prescribe or, in the absence of an applicable bylaw provision, by such person as may be appointed by resolution of the Board of Directors of such corporation.  In the event no person is so appointed, such votes of the corporation may be cast by any person (including the officer making the authorization) authorized to do so by the Chairman of the Board of Directors, President or any Vice President of such corporation.

(d)Notwithstanding anything to the contrary herein contained, no votes may be cast by shares owned by this corporation or its subsidiaries, if any.  If shares are held by this corporation or its subsidiaries, if any, in a fiduciary capacity, no votes shall be cast with respect thereto on any matter except to the extent that the beneficial owner thereof possesses and exercises either a right to vote or to give the corporation holding the same binding instructions on how to vote.

(e)With respect to shares standing in the name of two or more persons, whether fiduciaries, members of a partnership,. joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees, persons entitled to vote under a shareholder voting agreement or otherwise and shares held by two or more persons (including proxy holders) having the same fiduciary relationship respect in the same shares, votes may be cast in the following manner:

(1)If only one such person votes, the vote of such person binds all.

(2)If more than one person casts votes, the act of the majority so voting binds all.

(3)If more than one person casts votes, but the vote is evenly split on a particular matter, the votes shall be deemed cast proportionately, as split.

(f)Any holder of shares entitled to vote on any matter may cast a portion of the votes in favor of such matter and refrain from casting the remaining votes or cast the same against the proposal, except in the case of elections of directors.  If such holder entitled to vote fails to specify the number of affirmative votes, it will be conclusively presumed that the holder is casting affirmative votes with respect to all shares held.

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(g)If a quorum is present, the affirmative vote of holders of a majority of the shares represented at the meeting and entitled to vote on any matter shall be the act of the stockholders, unless a vote of greater number or voting by classes is required by the laws of the State of Nevada, the Articles of Incorporation or these Bylaws.

Section 1.09Proxies.  At any meeting of stockholders, any holder of shares entitled to vote may authorize another person or persons to vote by proxy with respect to the shares held by an instrument in writing and subscribed to by the holder of such shares entitled to vote.  No proxy shall be valid after the expiration of six (6) months from the date of execution thereof, unless coupled with an interest or unless otherwise specified in the proxy.  In no event shall the term of a proxy exceed seven (7) years from the date of its execution.  Every proxy shall continue in full force and effect until its expiration or revocation.  Revocation may be effected by filing an instrument revoking the same or a duly executed proxy bearing a later date with the secretary of the corporation.

Section 1.10Order of Business.  At the annual stockholder’s meeting, the regular order of business shall be as follows:

1.Determination of stockholders present and existence of quorum;

2.Reading and approval of the minutes of the previous meeting or meetings;

3.Reports of the Board of Directors, the president, treasurer and secretary of the corporation, in the order named;

4.Reports of committees;

5.Election of directors;

6.Unfinished business;

7.New business;

8.Adjournment.

Section 1.11Absentees Consent to Meetings.  Transactions of any meeting of the stockholders are as valid as though had at a meeting duly held after regular call and notice if a quorum is present, either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy (and those who, although present, either object at the beginning of the meeting to the transaction of any business because the meeting has not been lawfully called or convened or expressly object at the meeting to the consideration of matters not included in the notice which are legally required to be included therein), signs a written waiver of notice and/or consent to the holding of the meeting or an approval of the minutes thereof.  All such waivers, consents, and approvals shall be filed with the corporate records and made a part of the minutes of the meeting.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice if such objection is expressly made at the beginning.  Neither the business to be transacted at nor the purpose of any regular or

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special meeting of stockholders need be specified in any written waiver of notice, except as otherwise provided in Section 1.04(b) of these Bylaws.

Section 1.12Action Without Meeting.  Any action, except the election of directors, which may be taken by the vote of the stockholders at a meeting may be taken without a meeting if consented to by the holders of a majority of the shares entitled to vote or such greater proportion as may be required by the laws of the State of Nevada, the Articles of Incorporation, or these Bylaws.  Whenever action is taken by written consent, a meeting of stockholders need not be called or noticed.

Section 1.13Telephonic Meetings.  Meetings of the Stockholders may be held through the use of a conference telephone or similar communications equipment so long as all members participating in such meeting can hear one another at the time of such meeting.  Participation in such a meeting constitutes presence in person at such meeting.

ARTICLE II

DIRECTORS

Section 2.01Number, Tenure, and Qualifications.  Except as otherwise provided herein, the Board of Directors of the corporation shall consist of at least one (1) person, who shall be elected at the annual meeting of the stockholders of the corporation and who shall hold office for one (1) year or until successor(s) are elected and qualify.  A director need not be a shareholder of the corporation.

Section 2.02Resignation.  Any director may resign effective upon giving written notice to the chairman of the Board of Directors, the president, or the secretary of the corporation, unless the notice specifies a later time for effectiveness of such resignation.  If the Board of Directors accepts the resignation of a director tendered to take effect at a future date, the Board or the stockholders may elect a successor to take office when the resignation becomes effective.

Section 2.03Reduction in Number.  No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his term of office.

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Section 2.04Removal.

(a)Any director may be removed from office by the vote or written consent of stockholders representing not less than two-thirds (2/3rds) of the issued and outstanding capital stock.

Section 2.05Vacancies.

(a)All vacancies in the Board of Directors, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors, though less than a quorum, unless it is otherwise provided in the certificate or articles of incorporation or an amendment thereof.  Unless otherwise provided in the certificate or articles of incorporation, or an amendment thereof, when one or more directors shall give notice of his or their resignation to the board, effective at a future date, the board shall have power to fill such vacancy or vacancies to take effect when such resignation or resignations shall become effective, each little director so appointed to hold office during the remainder of the term of office of the resigning director or little directors.

Section 2.06Regular Meetings.  Immediately following the adjournment of, and at the same place as, the annual meeting of the stockholders, the Board of Directors, including directors newly elected, shall hold its annual meeting without notice, other than this provision, to elect officers of the corporation and to transact such further business as may be necessary or appropriate.  The Board of Directors may provide by resolution the place, date, and hour for holding additional regular meetings.

Section 2.07Special Meetings.  Special meetings of the Board of Directors may be called by the chairman and shall be called by the chairman upon the request of any two (2) directors or the president of the corporation.

Section 2.08Place of Meetings.  Any meeting of the directors of the corporation may be held at its principal office in the State of Nevada or at such other place in or out of the United States as the Board of Directors may designate.  A waiver of notice signed by the directors may designate any place for the holding of such meeting.

Section 2.09Notice of Meetings.  Except as otherwise provided in Section 2.06, the chairman shall deliver to all directors written or printed notice of any special meeting, at least three (3) days before the date of such meeting, by delivery of such notice personally or mailing such notice first class mail or by telegram.  If mailed, the notice shall be deemed delivered two (2) business days following the date the same is deposited in the United States mail, postage prepaid.  Any director may waive notice of any meeting, and the attendance of a director at a meeting shall constitute a waiver of notice of such meeting, unless such attendance is for the express purpose of objecting to the transaction of business thereat because the meeting is not properly called or convened.

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Section 2.10Quorum; Adjourned Meetings.

(a)A majority of the Board of Directors in office shall constitute a quorum.

(b)At any meeting of the Board of Directors where a quorum is not present, a majority of those present may adjourn, from time to time, until a quorum is present, and no notice of such adjournment shall be required.  At any adjourned meeting where a quorum is present, any business may be transacted which could have been transacted at the meeting originally called.

Section 2.11Action without Meeting.  Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if a written consent thereto is signed by all of the members of the Board of Directors or of such committee.  Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors or committee.  Such action by written consent shall have the same force and effect as the unanimous vote of the Board of Directors or committee.

Section 2.12Telephonic Meetings.  Meetings of the Board of Directors may be held through the use of a conference telephone or similar communications equipment so long as all members participating in such meeting can hear one another at the time of such meeting.  Participation in such a meeting constitutes presence in person at such meeting.

Section 2.13Board Decisions.  The affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.14Powers and Duties.

(a)Except as otherwise provided in the Articles of Incorporation or the laws of the State of Nevada, the Board of Directors is invested with the complete and unrestrained authority to manage the affairs of the corporation, and is authorized to exercise for such purpose as the general agent of the corporation, its entire corporate authority in such manner as it sees fit.  The Board of Directors may delegate any of its authority to manage, control or conduct the current business of the corporation to any standing or special committee or to any officer or agent and to appoint any persons to be agents of the corporation with such powers, including the power to subdelegate, and upon such terms as may be deemed fit.

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(b)The Board of Directors shall present to the stockholders at annual meetings of the stockholders, and when called for by a majority vote of the stockholders at a special meeting of the stockholders, a full and clear statement of the condition of the corporation, and shall, at request, furnish each of the stockholders with a true copy thereof.

(c)The Board of Directors, in its discretion, may submit any contract or act for approval or ratification at any annual meeting of the stockholders or any special meeting properly called for the purpose of considering any such contract or act, provided a quorum is present.  The contract or act shall be valid and binding upon the corporation and upon all the stockholders thereof, if approved and ratified by the affirmative vote of a majority of the stockholders at such meeting.

Section 2.15Compensation.  The directors shall be allowed and paid all necessary expenses incurred in attending any meetings of the Board, but shall not receive any compensation for their services as directors until such time as the corporation is able to declare and pay dividends on its capital stock.

Section 2.16Board Officers.

(a)At its annual meeting, the Board of Directors shall elect, from among its members, a chairman to preside at meetings of the Board of Directors.  The Board of Directors may also elect such other board officers and for such term as it may, from time to time, determine advisable.

(b)Any vacancy in any board office because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office.

Section 2.17Order of Business.  The order of business at any meeting of the Board of Directors shall be as follows:

1.Determination of members present and existence of quorum;

2.Reading and approval of the minutes of any previous meeting or meetings;

3.Reports of officers and committeemen;

4.Election of officers;

5.Unfinished business;

6.New business;

7.Adjournment.

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ARTICLE III

OFFICERS

Section 3.01Election.  The Board of Directors, at its first meeting following the annual meeting of stockholders, shall elect a president, a secretary and a treasurer to hold office for one (1) year next coming and until their successors are elected and qualify.  Any person may hold two or more offices.  The Board of Directors may, from time to time, by resolution, appoint one or more vice-presidents, assistant secretaries, assistant treasurers and transfer agents of the corporation as it may deem advisable; prescribe their duties; and fix their compensation.

Section 3.02Removal; Resignation.  Any officer or agent elected or appointed by the Board of Directors may be removed by it whenever, in its judgment, the best interests of the corporation would be served thereby.  Any officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the resigning officer is a party.

Section 3.03Vacancies.  Any vacancy in any office because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office.

Section 3.04President.  The president shall be the general manager and executive officer of the corporation, subject to the supervision and control of the Board of Directors, and shall direct the corporate affairs, with full power to execute all resolutions and orders of the Board of Directors not especially entrusted to some other officer of the corporation.  The president shall preside at all meetings of the stockholders and shall sign the certificates of stock issued by the corporation, and shall perform such other duties as shall be prescribed by the Board of Directors.

Unless otherwise ordered by the Board of Directors, the president shall have full power and authority on behalf of the corporation to attend and to act and to vote at any meetings of the stockholders of any corporation in which the corporation may hold stock and, at any such meetings, shall possess and may exercise any and all rights and powers incident to the ownership of such stock.  The Board of Directors, by resolution from time to time, may confer like powers on any person or persons in place of the president to represent the corporation for these purposes.

Section 3.05Vice-President.  The Board of Directors may elect one or more vice-presidents who shall be vested with all the powers and perform all the duties of the president whenever the president is absent or unable to act, including the signing of the certificates of stock issued by the corporation, and the vice-president shall perform such other duties as shall be prescribed by the Board of Directors.

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Section 3.06Secretary.  The secretary shall keep the minutes of all meetings of the stockholders and the Board of Directors in books provided for that purpose.  The secretary shall attend to the giving and service of all notices of the corporation, may sign with the president in the name of the corporation all contracts authorized by the Board of Directors or appropriate committee, shall have the custody of the corporate seal, shall affix the corporate seal to all certificates of stock duly issued by the corporation, shall have charge of stock certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors or appropriate committee may direct, and shall, in general, perform all duties incident to the office of the secretary.  All corporate books kept by the secretary shall be open for examination by any director at any reasonable time.

Section 3.07Assistant Secretary.  The Board of Directors may appoint an assistant secretary who shall have such powers and perform such duties as may be prescribed for him by the secretary of the corporation or by the Board of Directors.

Section 3.08Treasurer.  The treasurer shall be the chief financial officer of the corporation, subject to the supervision and control of the Board of Directors, and shall have custody of all the funds and securities of the corporation.  When necessary or proper, the treasurer shall endorse on behalf of the corporation for collection checks, notes, and other obligations, and shall deposit all monies to the credit of the corporation in such bank or banks or other depository as the Board of Directors may designate, and shall sign all receipts and vouchers for payments made by the corporation.  Unless otherwise specified by the Board of Directors, the treasurer shall sign with the president all bills of exchange and promissory notes of the corporation, shall also have the care and custody of the stocks, bonds, certificates, vouchers, evidence of debts, securities, and such other property belonging to the corporation as the Board of Directors shall designate, and shall sign all papers required by law, by these Bylaws, or by the Board of Directors to be signed by the treasurer.  The treasurer shall enter regularly in the books of the corporation, to be kept for that purpose, full and accurate accounts of all monies received and paid on account of the corporation and, whenever required by the Board of Directors, the treasurer shall render a statement of any or all accounts.  The treasurer shall at all reasonable times exhibit the books of account to any directors of the corporation and shall perform all acts incident to the position of treasurer subject to the control of the Board of Directors.

The treasurer shall, if required by the Board of Directors, give bond to the corporation in such sum and with such security as shall be approved by the Board of Directors for the faithful performance of all the duties of treasurer and for restoration to the corporation, in the event of the treasurer’s death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property belonging to the corporation.  The expense of such bond shall be borne by the corporation.

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Section 3.09Assistant Treasurer.  The Board of Directors may appoint an assistant treasurer who shall have such powers and perform such duties as may be prescribed by the treasurer of the corporation or by the Board of Directors, and the Board of Directors may require the assistant treasurer to give a bond to the corporation in such sum and with such security as it may approve, for the faithful performance of the duties of assistant treasurer, and for restoration to the corporation, in the event of the assistant treasurer’s death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property belonging to the corporation.  The expense of such bond shall be borne by the corporation.

ARTICLE IV

CAPITAL STOCK

Section 4.01Issuance.  Shares of capital stock of the corporation shall be issued in such manner and at such times and upon such ^`conditions as shall be prescribed by the Board of Directors.

Section 4.02Certificates.  Ownership in the corporation shall be evidenced by certificates for shares of stock in such form as shall be prescribed by the Board of Directors, shall be under the seal of the corporation and shall be signed by the president or the vice-president and also by the secretary or an assistant secretary.  Each certificate shall contain the name of the record holder, the number, designation, if any, class or series of shares represented, a statement of summary of any applicable rights, preferences, privileges or restrictions thereon, and a statement that the shares are assessable, if applicable.  All certificates shall be consecutively numbered.  The name and address of the shareholder, the number of shares, and the date of issue shall be entered on the stock transfer books of the corporation.

Section 4.03Surrender; Lost or Destroyed Certificates.  All certificates surrendered to the corporation, except those representing shares of treasury stock, shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been cancelled, except that in case of a lost, stolen, destroyed or mutilated certificate, a new one may be issued therefor.  However, any shareholder applying for the issuance of a stock certificate in lieu of one alleged to have been lost, stolen, destroyed or mutilated shall, prior to the issuance of a replacement, provide the corporation with his, her or its affidavit of the facts surrounding the loss, theft, destruction or mutilation and an indemnity bond in an amount and upon such terms as the treasurer, or the Board of Directors, shall require.  In no case shall the bond be in an amount less than twice the current market value of the stock and it shall indemnify the corporation against any loss, damage, cost or inconvenience arising as a consequence of the issuance of a replacement certificate.

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Section 4.04Replacement Certificate.  When the Articles of Incorporation are amended in any way affecting the statements contained in the certificates for outstanding shares of capital stock of the corporation or it becomes desirable for any reason, including, without limitation, the merger or consolidation of the corporation with another corporation or the reorganization of the corporation, to cancel any outstanding certificate for shares and issue a new certificate therefor conforming to the rights of the holder, the Board of Directors may order any holders of outstanding certificates for shares to surrender and exchange the same for new certificates within a reasonable time to be fixed by the Board of Directors.  The order may provide that a holder of any certificate(s) ordered to be surrendered shall not be entitled to vote, receive dividends or exercise any other rights of stockholders until the holder has complied with the order provided that such order operates to suspend such rights only after notice and until compliance.

Section 4.05Transfer of Shares.  No transfer of stock shall be valid as against the corporation except on surrender and cancellation of the certificate therefor, accompanied by an assignment or transfer by the registered owner made either in person or under assignment.  Whenever any transfer shall be expressly made for collateral security and not absolutely, the collateral nature of the transfer shall be reflected in the entry of transfer on the books of the corporation.

Section 4.06Transfer Agent.  The Board of Directors may appoint one or more transfer agents and registrars of transfer and may require all certificates for shares of stock to bear the signature of such transfer agent and such registrar of transfer.

Section 4.07Stock Transfer Books.  The stock transfer books shall be closed for a period of ten (10) days prior to all meetings of the stockholders and shall be closed for the payment of dividends as provided in Article V hereof and during such periods as, from time to time, may be fixed by the Board of Directors, and, during such periods, no stock shall be transferable.

Section 4.08Miscellaneous.  The Board of Directors shall have the power and authority to make such rules and regulations not inconsistent herewith as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the capital stock of the corporation.

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ARTICLE V

DIVIDENDS

Section 5.01Dividends may be declared, subject to the provisions of the laws of the State of Nevada and the Articles of Incorporation, by the Board of Directors at any regular or special meeting and may be paid in cash, property, shares of corporate stock, or any other medium.  The Board of Directors may fix in advance a record date, as provided in Section 1.06 of these Bylaws, prior to the dividend payment for the purpose of determining stockholders entitled to receive payment of any dividend.  The Board of Directors may close the stock transfer books for such purpose for a period of not more than ten (10) days prior to the payment date of such dividend.

ARTICLE VI

OFFICES; RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS

Section 6.01Principal Office.  The principal office of the corporation in the State of Nevada shall be at 600 East Charleston Boulevard, Las Vegas, Nevada, and the corporation may have an office in any other state or territory as the Board of Directors may designate.

Section 6.02Records.  The stock transfer books and a certified copy of the Bylaws, Articles of Incorporation, any amendments thereto, and the minutes of the proceedings of stockholders, the Board of Directors, and committees of the Board of Directors shall be kept at the principal office of the corporation for the inspection of all who have the right to see the same and for the transfer of stock.  All other books of the corporation shall be kept at such places as may be prescribed by the Board of Directors.

Section 6.03Financial Report on Request.  Any shareholder or stockholders holding at least five percent (5%) of the outstanding shares of any class of stock may make a written request for an income statement of the corporation for the three (3) month, six (6) month, or nine (9) month period of the current fiscal year ended more than thirty (30) days prior to the date of the request and a balance sheet of the corporation as of the end of such period.  In addition, if no annual report for the last fiscal year has been sent to stockholders, such shareholder or stockholders may make a request for a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year.  The statements shall be delivered or mailed to the person making the request within thirty (30) days thereafter.  A copy of the statements shall be kept on file in the principal office of the corporation for twelve (12) months, and such copies shall be exhibited at all reasonable times to any shareholder demanding an examination of them or a copy shall be mailed to each shareholder.  Upon request by any shareholder, there shall be mailed to the shareholder a copy of the last annual, semiannual, or quarterly income statement which it has prepared and a balance sheet as of the end of the period.  The financial statements referred to in this Section 6.03 shall be accompanied by the report thereon, if any, of any independent accountants engaged by the

14

corporation or the certificate of an authorized officer of the corporation that such financial statements were prepared without audit from the books and records of the corporation.

Section 6.04Right of Inspection.

(a)The accounting books and records and minutes of proceedings of the stockholders and the Board of Directors and committees of the Board of Directors shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours for a purpose reasonably related to such holder’s interest as a shareholder or as the holder of such voting trust certificate.  This right of inspection shall extend to the records of the subsidiaries, if any, of the corporation.  Such inspection may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts.

(b)Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation and/or its subsidiary corporations.  Such inspection may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts.

Section 6.05Corporate Seal.  The Board of Directors may, by resolution, authorize a seal, and the seal may be used by causing it, or a facsimile, to be impressed or affixed or reproduced or otherwise.  Except when otherwise specifically provided herein, any officer of the corporation shall have the authority to affix the seal to any document requiring it.

Section 6.06Fiscal Year.  The fiscal year-end of the corporation shall be fixed by resolution of the Board of Directors.

Section 6.07Reserves.  The Board of Directors may create, by resolution, out of the earned surplus of the corporation such reserves as the directors may, from time to time, in their discretion, think proper to provide for contingencies, or to equalize dividends or to repair or maintain any property of the corporation, or for such other purpose as the Board of Directors may deem beneficial to the corporation, and the directors may modify or abolish any such reserves in the manner in which they were created.

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ARTICLE VII

INDEMNIFICATION

Section 7.01.Indemnification and Insurance.

(a)Indemnification of Directors and Officers.

(i)For purposes of this Article, (A) “Indemnitee” shall mean each Director or officer of the corporation who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding, by reason of the fact that he or she is or was a Director or officer of the corporation or is or was serving in any capacity at the request of the corporation as a director, officer, employee, agent, partner, or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, trust, or other enterprise; and (B) “Proceeding” shall mean any threatened, pending or completed action, for suit (including without limitation an action, suit or proceeding by or in the right of the corporation), whether civil, criminal, administrative or investigative.

(ii)Each Indemnitee shall be indemnified and held harmless by the corporation for all actions taken by him or her and for all omissions (regardless of the date of any such action or omission), to the fullest extent permitted by Nevada law, against all expense, liability and loss (including without limitation attorneys’ fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding.

(iii)The right to indemnification provided in this Section shall include the right to have the expenses incurred by the Indemnitee in defending any Proceeding paid by the corporation as they are incurred and in advance of the final disposition of the Proceeding to the fullest extent permitted by Nevada law; provided that, if Nevada law continues so to require, the payment of such expenses incurred by the Indemnitee in advance of the final disposition of a Proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced if it is ultimately determined by a court of competent jurisdiction that the Indemnitee is not entitled to be indemnified under this Section or otherwise.

(iv)Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be a Director or officer and shall inure to the benefit of his or her heirs, executors and administrators.

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(b)Indemnification of Employees and other Persons.

The corporation may, by action of its Board of Directors and to the extent provided in such action, indemnify employees and other persons as though they were Indemnitees.

(c)Non-Exclusivity of Rights.

The rights to indemnification and to the advancement of expenses provided in this Article shall not be exclusive of any other rights that any person may have or hereafter acquire under any statute, provision of the corporation’s Articles of Incorporation or Bylaws, agreement, vote of shareholders or Directors, or otherwise.

(d)Insurance.

The corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him or her and liability and expenses incurred by him or her in his or her capacity as a director, officer, employee or agent, or arising out of his our her status as such, whether or not the corporation had the authority to indemnify him or her against such liability and expenses.

(e)Other Financial Arrangements.

The other financial arrangements which may be made by the corporation may include the following (i) the creation of a trust fund; (ii) the establishment of a program of self-insurance; (iii) the securing of its obligation of indemnification by granting a security interest or other lien on any assets of the corporation; (iv) the establishment of a letter of credit, guarantee or surety.  No financial arrangement made pursuant to this subsection may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud, or a knowing violation of law, except with respect to advancement of expenses or indemnification ordered by a court.

(f)Other Matters Relating to Insurance or Financial Arrangements.

Any insurance or other financial arrangement made on behalf of a person pursuant to this section may be provided by the corporation or any other person approved by the Board of Directors, even if all or part of the other person’s stock or other securities is owned by the corporation.  In the absence of fraud:

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(i)the decision of the Board of Directors as to the propriety of the terms and conditions of any insurance or other financial arrangement made pursuant to this section and the choice of the person to provide the insurance or other financial arrangement is conclusive;

(ii)the insurance or other financial arrangement: (A) is not void or voidable; (B) does not subject any Director approving it to personal liability for his action, even if a Director approving the insurance or other financial arrangement is a beneficiary of the insurance or other financial arrangement.

Section 7.02Amendment.  The provisions of this Article relating to the limitation of Directors’ and officers’ liability, to indemnification and to the advancement of expenses shall constitute a contract between the corporation and each of its Directors and officers which may be modified as to any Director or officer only with that person’s consent or as specifically provided in this Section.  Notwithstanding any other provision of these Bylaws relating to their amendment generally, any repeal or amendment of this Article which is adverse to any Director or officer shall apply to such Director or officer only on a prospective basis, and shall not reduce any limitation on the personal liability of a Director or officer of the corporation, or limit the rights of an Indemnitee to indemnification or to the advancement of expenses with respect to any action or failure to act occurring prior to the time of such repeal or amendment.  Notwithstanding any other provision of these Bylaws, no repeal or amendment of these Bylaws shall affect any or all of this Article so as either to reduce the limitation of Directors’ liability or limit indemnification or the advancement of expenses in any manner unless adopted by (a) the unanimous vote of the Directors of the corporation then serving, or (b) the affirmative vote of stockholders entitled to cast not less than two-thirds (2/3rds) of the votes that all stockholders are entitled to cast in the election of Directors; provided that no such amendment shall have retroactive effect inconsistent with the preceding sentence.

Section 7.03Changes in Nevada Law.  References in this Article to Nevada law or to any provision thereof shall be to such law as it existed on the date of this article was adopted or as such law thereafter may be changed; provided that (a) in the case of any change which expands the liability of Directors or officers or limits the indemnification rights or the rights to advancement of expenses which the corporation may provide, the rights to limited liability, to indemnification and to the advancement of expenses provide in this Article shall continue as theretofore to the extent permitted by law; and (b) if such change permits the corporation, without the requirement of any further action by stockholders or Directors, to limit further the liability of Directors (or limit the liability of officers) or to provide broader indemnification rights or rights to the advancement of expenses than the corporation was permitted to provide prior to such change, then liability thereupon shall be so limited and the rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by law.

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ARTICLE VIII

BYLAWS

Section 8.01Amendment.  These Bylaws may only be altered, amended, or repealed at a meeting of the stockholders at which a quorum is present by the affirmative vote of the holders of two-thirds (2/3rds) of the capital stock of the corporation entitled to vote or by the consent of the stockholders in accordance with Section 1.12 of these Bylaws.

Section 8.02Additional Bylaws.  Additional bylaws not inconsistent herewith may be adopted by the Board of Directors at any meeting of the Board of Directors at which a quorum is present by an affirmative vote of a majority of the directors present or by the unanimous consent of the Board of Directors in accordance with Section 2.11 of these Bylaws.  Any bylaws so adopted shall be presented to the stockholders for alteration, amendment, or repeal in accordance with Section 8.01 of these Bylaws.

CERTIFICATION

I, the undersigned, being the duly elected secretary of the corporation, do hereby certify that the foregoing Bylaws were adopted by the Board of Directors the 14^th day of July, 1988.

  /s/ Robert Randolph Black

  Robert Randolph Black, Secretary

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EX-3.21

Exhibit 3.21

OPERATING AGREEMENT OF

RBG, LLC

OPERATING AGREEMENT OF

RBG, LLC

Table of Contents

		Page
ARTICLE I		1
FORMATION AND PURPOSE OF LIMITED LIABILITY COMPANY		1
Section 1.01	Formation of Limited Liability Company	1
Section 1.02	Name	1
Section 1.03	Purpose	1
Section 1.04	Articles of Organization	2
Section 1.05	Term	2
ARTICLE 2		3
DEFINITIONS		3
Section 2.01	“Articles of Organization”	3
Section 2.02	“Contribution”	3
Section 2.03	“Member”	3
Section 2.04	“Membership Interest”	3
Section 2.05	“Depreciation”	3
Section 2.06	“Code”	3
Section 2.07	“Manager”	3
Section 2.08	“Additional Member”	3

i

		Page
Section 2.09	“Assignee”	3
Section 2.10	“Initial Member”	4
Section 2.11	“Substitute Member”	4
ARTICLE 3		4
MEMBERS AND MEMBERSHIP		4
Section 3.01	Members	4
Section 3.02	Liability of Members	4
Section 3.03	Indemnification	4
Section 3.04	Voting	5
Section 3.05	Gaming Restrictions	5
Section 3.06	Certificates	6
Section 3.07	Roster	7
Section 3.08	Meetings and Notice of Meetings	7
Section 3.09	Quorum	7
ARTICLE 4		7
CAPITALIZATION		7
Section 4.01	Initial Capital Contribution	7
Section 4.02	Additional Capital Contribution	7
Section 4.03	Return of Contributions	8
Section 4.04	Loans	8
ARTICLE 5		8
PROFITS AND LOSSES		8

ii

		Page
Section 5.01	Interest in Profits and Losses	8
Section 5.02	Determination of Profits and Losses	8
Section 5.03	Transfer of Company Interest	8
Section 5.04	Tax Status	9
Section 5.50	Company Formation Expenses	9
Section 5.06	Cash Distribution to Members	10
ARTICLE 6		10
ACCOUNTING		10
Section 6.01	Fiscal Year	10
Section 6.02	Accountants	11
Section 6.03	Company Books	11
Section 6.04	Capital Account	11
Section 6.05	Bank Accounts	11
Section 6.60	Annual Report	11
ARTICLE 7		11
BUSINESS OPERATIONS		11
Section 7.01	Principal Place of Business	11
Section 7.02	Resident Agent	11
Section 7.03	Title	12
Section 7.04	Management	12
Section 7.05	Responsibility for Books and Records	12
Section 7.06	Duties of Manager	12

iii

		Page
Section 7.07	Appointment/Removal of Manager	14
Section 7.08	Tax Matters	14
ARTICLE 8		14
SALE OR TRANSFER OF AN INTEREST		14
Section 8.01	Restrictions on Transfer	14
Section 8.02	Bona Fide Offer by Third Party	15
Section 8.03	Involuntary Transfers	17
Section 8.04	Purchase Price of Interest	17
Section 8.05	Payment Terms	18
Section 8.06	Closing Requirements	19
Section 8.07	Specific Performance	19
Section 8.08	Strict Compliance	19
Section 8.09	Rights of Assignees	19
Section 8.10	Admission of Substitute Members	20
ARTICLE 9		20
TERM AND TERMINATION		20
Section 9.01	Duration	20
Section 9.02	Dissolution of Company	20
Section 9.03	Distribution Upon Termination	21
Section 9.04	Procedure Upon Dissolution	21
Section 9.05	Winding up of the Company	21
Section 9.06	Gains or Losses in Process of Liquidation	22

iv

		Page
ARTICLE 10		22
MISCELLANEOUS		22
Section 10.01	Amendments	22
Section 10.02	Notices	22
Section 10.03	Governing Law	23
Section 10.04	Severability	23
Section 10.05	Entire Agreement	23
Section 10.06	Binding Effect	23
Section 10.07	Construction	23
Section 10.08	Time	23
Section 10.09	Headings	23
Section 10.10	Incorporation by Reference	23
Section 10.11	Variation of Pronouns	24
Section 10.12	Waiver of Action for Partition	24
Section 10.13	Counterpart Execution	24
Section 10.14	Further Documents	24
Section 10.15	Attorneys’ Fees	24
Section 10.16	Elections Made by Company	24
Schedule “A”		26

v

OPERATING AGREEMENT OF
RBG, LLC

This Operating Agreement (“Agreement”) is entered into this 17th day of March, 1997, by and between ROBERT R. BLACK, SR., and R. BLACK, INC., a Nevada corporation, being the Members of the Limited Liability Company (hereinafter referred to as “Company” or “the Company” as the context requires).

ARTICLE 1

FORMATION AND PURPOSE OF LIMITED LIABILITY COMPANY

Section 1.01FORMATION OF LIMITED LIABILITY COMPANY.  THE PARTIES TO THIS AGREEMENT HAVE AGREED TO BECOME MEMBERS AND TO OPERATE THE COMPANY AS A LIMITED LIABILITY COMPANY PURSUANT TO THE PROVISIONS OF CHAPTER 86 OF THE NEVADA REVISED STATUTES AS ADOPTED IN NEVADA AND AS AMENDED FROM TIME TO TIME.  THE RIGHTS AND OBLIGATIONS OF THE MEMBERS IN THE OPERATION OF THE COMPANY SHALL BE CONDUCTED AND CONSTRUED IN ACCORDANCE WITH CHAPTER 86 OF THE NEVADA REVISED STATUTES.  IF THERE IS A CONFLICT BETWEEN THE PROVISIONS OF THIS AGREEMENT AND CHAPTER 86 OF THE NEVADA REVISED STATUTES, THE PROVISIONS OF CHAPTER 86 OF THE NEVADA REVISED STATUTES SHALL CONTROL. 

Section 1.02NAME.  THE COMPANY’S BUSINESS SHALL BE CONDUCTED SOLELY UNDER THE NAME OF RBG, LLC, AND/OR ANY FICTITIOUS NAME UPON WHICH THE MEMBERS MAY AGREE AND FOR WHICH THE APPROPRIATE CERTIFICATE OF FICTITIOUS NAME SHALL BE FILED WITH THE APPROPRIATE GOVERNMENT AGENCY. 

Section 1.03PURPOSE. 

A.The general nature of the business to be conducted by the Company is to operate, manage and conduct gaming in a gaming casino within the premises to be known as Casablanca Resort

1

and Casino located at 930 West Mesquite Boulevard, Mesquite, Nevada 89024; and, to conduct business for any other lawful purpose.

B.It is the intent of the Members that the Company shall be taxed as a partnership, and the Company shall enter into no business activity, take no action, or fail to take any required action that would jeopardize taxation of the Company as a partnership.

Section 1.04Articles of Organization.  The Articles of Organization for the Company have been filed in the Office of the Secretary of State for the State of Nevada.  The Members further agree to acknowledge, file, record, and/or publish as necessary, such amendments to the Articles of Organization or to this Agreement as may be required by this Agreement or by law and such other documents as may be appropriate to comply with the requirements of law for the formation, preservation, and/or operation of the Company. 

Section 1.05Term.The Company shall be dissolved and its affairs wound up on the date which is the thirtieth (30th) year from the date on which the Articles of Organization were filed with the Nevada Secretary of State.  In the event that the Nevada law applicable to limited liability companies should be amended prior to that time so that a limited liability company is permitted to be in existence for a period in excess of thirty years, then, and in that event, the term for the Company shall be extended by an amendment to the Operating Agreement and Articles of Organization.

ARTICLE 2

DEFINITIONS

The following words and phrases used in this Agreement shall have the following meanings: 

Section 2.01“Articles of Organization”means the articles of organization filed with the Secretary of State. 

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Section 2.02“Contribution”means anything of value which a person contributes to the Company as a prerequisite for or in connection with Membership, including cash, property, or services rendered or a promissory note or other binding obligation to contribute cash or property to perform services. 

Section 2.03“Member”means a person who owns an interest in the Company, but in no event shall a person, other than an individual, be a Member of this Company unless such person was fully legally in existence on the date this Operating Agreement was executed. 

Section 2.04“Membership Interest”shall mean the interest of each Member in the Company determined by dividing each Member’s capital contribution by the total capital contributions of all Members.  Capital contribution for determining Membership Interest shall be the value of the contribution at the time made.  Membership Interest shall determine a Member’s share of the Profits and Losses of the Company and the right to receive distribution of the Company’s assets. 

Section 2.05“Depreciation”means, for each fiscal year or other period, and amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year or other period. 

Section 2.06“Code”means the Internal Revenue Code of 1986, as amended from time (or any corresponding provisions of succeeding law). 

Section 2.07“Manager”means Robert R. Black, Sr. 

Section 2.08“Additional Member”means a Member other than an Initial Member or a Substitute Member who has acquired a Membership Interest in the Company. 

Section 2.09“Assignee”means a transferee of a Membership Interest who has not been admitted as a Substitute Member. 

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Section 2.10“Initial Members” shall mean Robert R. Black, Sr., and R. Black, Inc., a Nevada corporation. 

Section 2.11“Substitute Member” shall mean an Assignee who has been admitted to all the rights of the Member who assigned the Membership Interest, including management rights, by the consent of a majority of the Members pursuant to this Operating Agreement. 

ARTICLE 3

MEMBERS AND MEMBERSHIP

Section 3.01Members.  No person may become a Member of this Company without the express written consent of a majority of all of the other Members.  No person may become a Member of this Company unless such person is suitable for and obtains approval for a non-restricted gaming license from the Nevada Gaming Commission. 

Section 3.02Liability of Members.  No Member shall have any personal liability whatsoever to the creditors of the Company for the debts of the Company or any losses beyond the Member’s capital contribution.  In accordance with Nevada law, a Member may, under certain circumstances, be required to return to the Company for the benefit of the Company’s creditors amounts previously distributed to the Member as a return of capital.  For purposes of this paragraph, the Members intend that no distribution to any Member of distributable funds shall be deemed a return or withdrawal of capital, even if such distribution represents, for federal income tax purposes or otherwise (in whole or in part) a return of capital, and that no Member shall be obligated to pay any such amount to or for the account of the Company or any creditor of the Company. 

Section 3.03Indemnification. 

Every person who was or is a party to, or threatened to be made a party to, or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative by reason of the

4

fact that he or a person for whom he is the legal representative is or was a Member of the Company or is or was serving at the request of the Company or as its representative in a partnership, joint venture, trust, or other enterprise shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability, and loss (including attorney’s fees, judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith.  Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person.  The expenses of a Member incurred in defending a civil or criminal action, suit, or proceeding must be paid by the Company as they are incurred in advance of the final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of the Member to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Company.  Such right of indemnification shall not be exclusive of any other right which such Member or representative may have or hereafter acquire.  Without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any agreement, vote of the Members, provision of law, or otherwise, as well as their rights under this Agreement. 

Section 3.04Voting.  Any action required to be taken by the Members of the Company shall be taken by vote; and, unless otherwise required by this Agreement, the majority vote shall prevail.  Each Member shall be entitled to one vote for the whole number reciprocal of its Membership Interest, so that if a Member, by way of example, has a 50 percent Membership Interest, such Member shall be entitled to fifty (50) votes. 

Section 3.05Gaming Restrictions.

A.Notwithstanding anything to the contrary expressed or implied in this Agreement, the sale, assignment, transfer, pledge, or other disposition of any interest in the Company is

5

ineffective unless approved in advance by the Nevada Gaming Commission.  If at any time the Nevada Gaming Commission finds that a Member which owns any Membership Interest is unsuitable to hold that Membership Interest, the Nevada Gaming Commission will notify the Company of that fact.  The Company shall, within ten days from the date that it receives the notice from the Nevada Gaming Commission, return to the unsuitable Member the amount of his capital account as reflected on the books of the Company.  Beginning on the date when the Nevada Gaining Commission serves notice of a determination of unsuitability, pursuant to the preceding sentence, upon the Company, it is unlawful for the unsuitable Member: (i) to receive any share of the distribution of profits or cash or any other property of, or payments upon dissolution of, the limited liability company, other than a return of capital as required -above; (ii) to exercise directly or through a trustee or nominee any voting right secured by such Membership Interest; (iii) to participate in the management of the business and affairs of the Company; or, (iv) to receive any remuneration in any form from the Company for services rendered or otherwise. 

B.Any Member that is found unsuitable by the Nevada Gaming Commission shall return all evidence of any ownership in the Company to the Company, at which time the Company shall, within ten (10) days after the Company receives notice from the Nevada Gaming Commission, return to the Member in cash the amount of his capital account as reflected on the books of the Company, and the unsuitable Member shall no longer have any direct or indirect interest in the Company. 

Section 3.06Certificates.  Membership Certificates evidencing the Membership Interest of the Members in the Company shall be in such form as shall be approved by the Manager.  Membership certificates shall be signed by the Manager.  All Membership Certificates shall be identified by number. 

6

Section 3.07Roster.  The Manager shall maintain a Certificate Roster of the Company containing the name and last-known address of the Members. 

Section 3.08Meetings and Notice of Meetings.  Meetings of the Members for any purpose or purposes may be called by the Manager.  Written notice stating the place, day, and hour of the meeting and the purpose for which the meeting is called, shall be delivered by mail, by fax, or by personal delivery not less than five (5) days before the date of the meeting to each Member of record on the Certificate Roster entitled to vote at such meeting as of the date the notice is prepared for delivery.  Notice shall be deemed delivered when personally received by the Member if personally delivered or when mailed upon deposit in the U.S. Mail properly addressed and properly posted.  Members may waive written notice of such meeting or subsequently ratify all proceedings at any meeting. 

Section 3.09Quorum.  At any meeting of the Members, a majority of the Membership Interest in the Company shall constitute a quorum. 

ARTICLE 4

CAPITALIZATION

Section 4.01Initial Capital Contribution.  The initial capital Contribution of the Initial Members is set forth on Schedule A attached hereto. 

Section 4.02Additional Capital Contributions.

Should the Members representing at least eighty percent (80%) of the Membership Interests determine that an additional pro rata capital contribution from each Member is required for the operation of the business, then each Member shall contribute its additional pro rata capital contribution within thirty (30) days of written notice from the Manager. 

7

Section 4.03Return of Contributions.  Each Member shall look solely to the assets of the Company for return of such Member’s Capital Contributions, and if the assets of the Company are insufficient to return such Capital Contributions, such Members shall have no recourse against any other Member for that purpose.  No Member may withdraw any part of its Capital Contribution or receive any distributions from the Company except upon dissolution of the Company or as specifically provided by this Agreement. 

Section 4.04Loans.  No Member shall lend or advance money to or for the Company’s benefit without the written approval of the Members representing at least eighty percent (80%) of the Membership Interests.  If any Member, with such consent of the other Members, lends money to the Company in addition to its Capital Contribution to the Company, the loan shall be a debt of the Company to that Member and shall bear a market rate of interest to be approved in writing by members representing at least eighty percent (80%) of the Members.  The liability shall not be regarded as an increase of the lending Member’s capital, and it shall not entitle the Member to any increased share of the Company’s net income, distributions, or voting rights. 

ARTICLE 5

PROFITS AND LOSSES

Section 5.01Interest in Profits and Losses.  The Company’s Profits and Losses shall be allocated among the Members in proportion to their respective Membership Interest. 

Section 5.02Determination of Profits and Losses.  The Company’s Profits and Losses for each fiscal year shall be determined by the Company’s accountant in accordance with generally accepted accounting principles. 

Section 5.03Transfer of Company Interest.  In the event a Member transfers all or part of such Member’s interest in the Company pursuant to Article 8, the Net Profit or Net Loss of the Company

8

allocable to the Membership Interest transferred shall be prorated between the Member and the Assignee for the fiscal year in which such transfer occurs in accordance with the number of days of the fiscal year that each owned such Membership Interest. 

Section 5.04Tax Status.

A.The Manager shall prepare, or cause to be prepared, all tax returns which must be filed on behalf of the Company with any taxing authority and make timely filing thereof all at the expense of the Company. 

B.For accounting and federal income tax purposes, all income, deductions, credits, gains and losses of the Company shall be allocated to the Members in accordance with their Membership Interest.  Any item stipulated to be a Company expense under the terms of this Agreement, or which would be so treated in accordance with generally accepted accounting principles, shall be treated as a Company expense for all purposes hereunder, whether or not such item is deductible for purposes of computing Net Income for federal income tax purposes. 

Any elections or other decisions relating to allocations shall be made by the Manager in any manner that reasonably reflects the purpose and intention of this Agreement.  Allocations made pursuant to this Section are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items of distributions pursuant to any provision of this Agreement. 

Section 5.05Company Formation Expenses.

A.All fees incurred in the formation of the Company, the Company’s Articles of Organization, and the Operating Agreement shall be deemed Company expenses and shall be paid out of Company funds.  To the extent that any Member has incurred such Company expenses, Company shall reimburse such Member out of Company funds upon approval by the Members. 

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B.All fees, costs, and expenses incurred in obtaining the approval of the Company for the issuance of a non-restricted gaming license and such fees, costs and expenses for the licensing of the individual Members for non-restricted gaming shall be an expense of the Company, up to the sum of $5,000.00 for each Member.  Each individual Member shall be responsible for and pay its individual gaming fees, costs, and expenses, including attorneys’ fees, incurred in obtaining licensing to the extent that the same exceed $5,000.00 for each Member.  To the extent that the Company shall have advanced any such expenses for any Member, the Member shall promptly, upon demand by Manager, reimburse the Company for all such expenses. 

Section 5.06Cash Distribution to Members.  Not less than annually, the Manager shall determine the funds on hand with the Company in excess of all reasonable cash requirements that can be distributed to the Members.  Cash distribution shall be made in the following order of priority: 

A.To Members in proportionate amounts sufficient to cover taxes owed by the Members as a result of the profits of the Company.  In making such distribution, the highest income tax rate for married individuals filing jointly shall be assumed for each Member. 

B.To make payments on any outstanding loans by any Member to the Company in accordance with the terms of said loans. 

C.Any remaining funds available for distribution shall be distributed to the Members according to their Membership Interest. 

ARTICLE 6

ACCOUNTING

Section 6.01Fiscal Year.  The Company’s fiscal year shall be from January 1 to December 31 and shall operate on a cash basis. 

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Section 6.02Accountants.  The Manager shall select an accounting firm for the purposes of preparing all required Company reports.  The Manager shall prepare quarterly summaries and detailed annual reports, and provide the same to the Members. 

Section 6.03Company Books.  Proper and complete books of account of the Company shall be kept at the Company’s principal place of business or such other place as the Members shall designate.  To the extent required by law, such books shall be maintained at Company’s registered office. 

Section 6.04Capital Account.  The Company’s accounting firm shall maintain all required capital accounts and provide all required capital accounting for the Company and the Members. 

Section 6.05Bank Accounts.  Funds of the Company shall be deposited in a Company account or accounts in such bank or banks as approved by the Manager.  Withdrawals from such bank accounts shall be made only by parties previously approved, in writing, by the Members. 

Section 6.06Annual Report.  An Annual Report shall be prepared within ninety (90) days after the end of each fiscal year of the Company.  This Report shall consist of a copy of the Company’s federal income tax returns for such year and any additional information that the Members may require. 

ARTICLE 7

BUSINESS OPERATIONS

Section 7.01Principal Place of Business.  The principal office and place of business of the Company shall be at 911 North Buffalo, Suite 201, Las Vegas, Nevada 89128, or at such other place as the Manager shall from time to time determine. 

Section 7.02Resident Agent.  The name and address of the Resident Agent for service of process is KEEFER, O’REILLY, FERRARIO & LUBBERS, 325 South Maryland Parkway, Las Vegas,

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Nevada 89101. 

Section 7.03Title.  Title to the assets and the property of the Company shall be held in the name of the Company. 

Section 7.04Management.  Subject to Section 7.05 below, the Manager shall manage the business affairs of the Company and shall have the authority and responsibility to represent the Company, and to enter into agreements on behalf of the Company, in fulfillment of the purposes of the Company, including, but not limited to, the following: 

(a)making applications for authorizations, approvals and entitlement from local, state or federal governmental entities or agencies having jurisdiction over the assets and operations of the Company; and, 

(b)entering into contracts for professional and other services to be rendered to the Company. 

In addition to the foregoing specific powers, the Manager shall generally have all powers necessary, advisable or convenient to administer and operate the business and affairs of the Company, and as granted or implied by law. 

Section 7.05Restrictions on Manager.  The foregoing notwithstanding, and in addition to other acts expressly prohibited or restricted by this Agreement or by law, the Manager is expressly prohibited from the following:

(a)doing any act which would make it impossible to carry on the ordinary business of the Company; 

(b)confessing a judgment against the Company in connection with any threatened or pending legal action; 

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(c)admitting any other person as a Member, except as provided in this Agreement; 

(d)executing or delivering any assignment for the benefit of creditors of the Company’s assets. 

Any other provisions of this Agreement notwithstanding, the following acts shall require, and shall be void and of no force or effect without, the prior written approval of Members representing at least eighty percent (80%) of the Membership Interests: 

(i)Any requirement for additional capital contributions from any Member(s);  

(ii)Any undertaking or obligation (excluding the original debt) to which the Company is to be bound, the amount of which is in excess of $1,000,000.00; 

(iii)Any loan from the Company to any Member or from any Member to the Company; 

(iv)Any mortgage, deed of trust, security interest or other encumbrance of the assets of the Company, other than the original debt; and, 

(v)Any sale, exchange, assignment, transfer, conveyance or lease of any portion of any real property or other assets owned at any time by the Company other than in the ordinary course of the Company’s business. 

Section 7.06Duties of Manager.  The Manager shall have responsibility for:

(a)keeping detailed, complete and accurate records of all financial and business transactions of the Company, such records to be available for inspection by any Member at all reasonable times; 

(b)making all records, reports and files of the Company available to the Members at all regular or special meetings of the Members; 

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(c)preparing and delivering to the Members financial and other reports on the business affairs of the Company; 

(d)promptly depositing all Company funds in the Company bank accounts established pursuant to this Agreement; 

(e)using best efforts to cause the Company and its assets to at all times remain in compliance with all applicable laws, ordinances, orders, rules and regulations; and, 

(f)acting at all times in the best interest of the Company, in the Manager’s reasonable business judgment. 

Section 7.07Appointment/Removal of Manager.  The manager may be removed as Manager, and his successor appointed, only pursuant to a unanimous vote of all of the Members excluding the Manager. 

Section 7.08Tax Matters.  The Manager is hereby designated to act in a capacity similar to a tax matters partner of a partnership pursuant to Internal Revenue Code §6231 and shall take such action as may be necessary to cause each other Member to become a Notice Member within the meaning of Internal Revenue Code §6231.

ARTICLE 8

SALE OR TRANSFER OF AN INTEREST

Section 8.01Restrictions on Transfer.  No Membership may be transferred except by the written consent of at least eighty percent (80%) of all nontransferring Members, and then only in accordance with this Article 8.  If any Transfer is not so approved by the nontransferring Members or is not otherwise made in accordance with this Article 8, the Transferee of the Membership Interest shall be an Assignee and shall have no right to become a Member and shall have no right to participate in the management and/or affairs of the Company.  The Assignee shall only be entitled to receive a share of the

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profits or other compensation by way of income, and the return of capital contributions to which the transferring Member would have been entitled.  Any Transfer by a Member to a trust of which the transferring Member is sole trustee and sole beneficiary is hereby consented to by all other Members, provided such trust is licensed or approved by the Nevada Gaming Commission or Gaming Control Board of Nevada, as the case may be.

Section 8.02Bona Fide Offer by Third Party.

A Member who receives an offer to purchase acceptable to him or desires to sell any or all of his Membership Interest to a person not a party to this Agreement (herein referred to as the “Offering Member”), shall first offer, in writing, such interest for sale to the other Members (herein referred to as the “Nonoffering Members”).  The Nonoffering Members will have the first right of refusal, at the same price and terms offered by a bona fide prospective purchaser.  The terms and conditions of the purchase offer shall be fully revealed to the Nonoffering Members by written notice duly given specifying such information as shall include, but not be limited to: 

(i)Name and address of the prospective purchaser, 

(ii)Relationship to Offering Member; 

(iii)Price; and, 

(iv)Method and terms of payment. 

For all purposes of this Section 8.02, a “bona fide prospective purchaser” must be a person or persons financially capable of carrying out the terms of such offer in a form legally enforceable against such person. 

In the event that the aforementioned offer is not accepted by the Nonoffering Members within fifteen (15) days after receipt of said written offer and the Nonoffering Members have consented in writing to the Transfer as provided for hereinabove, the Offering Member shall have the right to sell said

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interest only to the person disclosed as the bona fide prospective purchaser and only upon such terms as specified in the notice hereinabove referenced.  Such sale must be made within sixty (60) days after the expiration of such fifteen (15) day period or within sixty (60) days after the written refusal of the Company or the Nonoffering Members to accept such offer and the approval of the Nevada Gaming Authorities.  In the event such sale is not completed as aforesaid, it may not be made or effectuated.  The restrictions imposed by this Article shall then remain in force and continue to be effective as if no offer to sell had been made.  In the event such sale is completed as aforesaid, and the Nonoffering Members have consented in writing to the Transfer as provided for hereinabove, the transferee shall become a Substitute Member of the Company.  If the Nonoffering Members have not consented in writing to the Transfer as provided for hereinabove, the transferee shall not become a Member of the Company, but shall be an Assignee and shall have no right to become a member and shall have no right to participate in the management and/or affairs of the Company.  The Assignee, in such case, shall only be entitled to receive the share of the profits or other compensation by way of income, and the return of capital contributions, to which the Offering Member would have been entitled.  Wherever, pursuant to this Article, the Nonoffering Members are given the right to acquire the Offering Member’s Membership Interest, and not all Nonoffering Members desire to purchase the Offering Member’s Membership Interest, any one or more of the Nonoffering Members may acquire said interest, but only pro rata in proportion to their Membership Interest among them then existing in the Company, or in such other proportion as they shall otherwise mutually agree upon in writing.  Provided further, however, nothing contained in this paragraph shall obligate a Member to acquire another Member’s Interest unless the applicable governing paragraph of this Article explicitly requires such a result. 

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Section 8.03Involuntary Transfers.  A member shall cease to be a Member upon the happening of any of the following events:  (i) bankruptcy or insolvency of a Member; (ii) appointment of a receiver of the assets of a Member (if said appointment is not vacated within sixty (60) days after same becomes effective); (iii) death of any Member; (iv) in the event of a Member which is an entity other than a corporation, the dissolution and commencement of winding up of such Member; (v) in case of a Member who is a corporation, the filing of a Certificate of Dissolution or its equivalent or the revocation of the charter of such Member, or, (vi) in the case of a Member who is a Member by virtue of being a Trustee of a Trust, the termination of the Trust; or, (vii) in the case of an Estate, the distribution of the Estate’s Membership Interest in the Company.  Upon the happening of any such events, the Company shall be dissolved unless the business of the Company is continued by the consent of all the remaining Members under a right to do so stated in the Articles of Organization, which right to do so as stated in the Articles of Organization shall be this section of this Operating Agreement.  In the event all remaining Members elect to continue the business of the Company, the remaining Members shall have the option to purchase the entire Membership Interest of such Member.  The purchase price of the Membership Interest shall equal its value computed in accordance with the provisions of Section 8.04 of this Article and be paid pursuant to Section 8.05 hereafter. 

Section 8.04Purchase Price of Interest.  In the event of the purchase of an interest by the remaining Members pursuant to Section 8.03, the purchase price shall be determined by evaluation of the interest determined as follows: 

(i)The selling Member shall (or such Member’s representative) select an appraiser, and the remaining Members shall select an appraiser.  The two appraisers so selected shall then appoint a third neutral appraiser;

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(ii)Each appraiser shall conduct an appraisal of the interest within ninety (90) days of selection of the neutral appraiser; 

(iii)If any two appraisals shall disclose values which do not differ by more than ten percent (10%) from each other, then the average of those two appraisals shall be deemed the value of the interest; or, 

(iv)If no two of the appraisals are identical or within ten percent (10%) of each other, then the average of the two appraisals closest in value shall be deemed the value of the interest. 

Section 8.05Payment Terms.  The redemption or purchase price of the interest of a Member determined in accordance with Section 8.04 shall be paid to the estate of the Decedent or to the Member, if living, in the following manner:

A.There shall first be credited against such redemption or purchase price the amount of any indebtedness due and payable to the Company by the Member. 

B.Twenty percent (20%) of the redemption price, but not less than TEN THOUSAND DOLLARS ($10,000.00) shall be paid within ninety (90) days following the date of the event causing the transfer. 

C.The balance of the redemption or purchase price shall be paid in sixty (60) equal monthly installments with interest thereon at the applicable federal mid-term rate in effect at the time of the purchase.  Such payment shall be evidenced by a promissory note, and said note shall be delivered to the Decedent’s estate or Member concurrent with the tender of the initial payment.  The first installment shall be due and owing on the anniversary date of the first payment. 

The remaining Members shall have the right to prepay without penalty any portion or all of the balance of the redemption price at any payment date, including the date of the first payment, with interest computed to the date of such pre-payment. 

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Section 8.06Closing Requirements.  Upon the closing of any purchase of any Membership Interest pursuant to this Article, the seller shall deliver to the purchaser such assignments, certificates of authority, tax releases, consents to Transfer, instruments, and evidences of title of the seller and of his (or its) compliance with this Article as may be reasonably required by the purchaser (or by counsel for the purchaser). 

Any purchase or redemption by the Company or Members pursuant to any of the terms and provisions of this Article contemplate that any said Transfer of interest shall be free and clear of all taxes (not including Seller’s income tax liability), debts, claims, or encumbrances of any kind whatsoever, except for those represented by promissory notes, if any, given hereunder. 

Section 8.07Specific Performance.  Each Member in furtherance of the terms of this Article will, at all times, execute all documents necessary to effectuate the purposes of this Article.  Each Member further agrees that the Membership Interests in the Company are unique, that failure to perform the obligations provided by this Article will result in irreparable damage, and that specific performance of these obligations may be obtained by suit in equity. 

Section 8.08Strict Compliance.  Strict compliance shall be required with each and every provision of this Article, it being understood and agreed that no Member shall, as set forth in Section 8.01 hereof, have the right or power to sell or assign any of his Membership Interest except in strict compliance with the procedures set forth in this Article. 

Section 8.09Rights of Assignees.  The Assignee of a Membership Interest shall have no right to participate in the management of the business and affairs of the Company or to become a Member.  The Assignee shall only be entitled to receive distributions and return of capital, and to be allocated profits and losses attributable to such Membership Interest. 

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Section 8.10Admission of Substitute Members.  The Assignee of a Membership Interest shall be admitted as a Substitute Member and admitted to all of the rights of the member who initially assigned the Membership Interest only with the unanimous approval of the Members.  The Members may grant or withhold approval of admission in their whole or absolute discretion.  If so admitted, the Substitute Member shall have all the rights and powers and shall be subject to all the restrictions and liabilities of the Member originally assigning the Membership Interest.  The admission of a Substitute member shall not release the member assigning the Membership Interest, from any liability to the Company that existed prior to the approval. 

ARTICLE 9

TERM AND TERMINATION

Section 9.01Duration.  The Company shall continue:

A.Until all interests in the property acquired by it have been sold or disposed of or have been abandoned; or, 

B.Until dissolved and terminated as provided for hereinbelow. 

Section 9.02Dissolution of Company.  The Company shall be dissolved only upon the occurrence of any of the following events: 

A.The written consent or affirmative vote to dissolve the Company by Members owning more than eighty percent (80%) of the Membership Interests; 

B.The disposition or sale of all Interest in the Company assets; 

C.The date which is thirty (30) years from the date the Articles of Organization were filed with the Secretary of State; 

D.Voluntary dissolution of the Company by agreement of the Members; 

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E.The entry of a dissolution decree or judicial order by a court of competent jurisdiction or by operation of law. 

Section 9.03Distribution Upon Termination.  In the event of dissolution and final termination, the Manager shall wind up the affairs of the Company, shall sell all the Company assets as promptly as is consistent with obtaining, insofar as possible, the fair value thereof after paying all liabilities, including all costs of dissolution, and subject to the right of the Members to set up cash reserves to meet short-term Company liabilities and other liabilities or obligations of the Company, and shall distribute the remainder ratably to the Members pursuant to the relevant provisions of this Agreement. 

Section 9.04Procedure Upon Dissolution.  On any dissolution and termination of the Company under this Agreement or applicable law, except as otherwise provided in this Agreement, the continuing operation of the Company’s business shall be confined to those activities reasonably necessary to wind up the Company’s affairs, discharge its obligations, and either liquidate the Company’s assets and deliver the proceeds of liquidation or preserve and distribute its assets in kind promptly on dissolution.  A notice of dissolution shall be published under applicable Nevada law or as otherwise appropriate. 

Section 9.05Winding up of the Company.  Upon the dissolution of the Company, the proceeds from the liquidation of the assets of the Company and collection of the receivables of the Company, together with the assets distributed in kind, to the extent sufficient therefore, shall be applied and distributed in the following order of priority: 

A.To the payment and discharge of all of the Company’s debts and liabilities and the expenses of liquidation; 

B.To the creation of any reserves which the Members deem necessary for any

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contingent or unforeseen liabilities or obligations of the Company; 

C.To the payment and discharge of all of the Company’s debts and liabilities owing to Members, but if the amount available for payment is insufficient, then pro rata in proportion to the amount of the Company debts and liabilities owing to each Member; 

D.To the Members in proportion to their respective membership interests. 

Section 9.06Gains or Losses in Process of Liquidation.  Any gain or loss on disposition of Company properties in the process of liquidation shall be credited or charged to the Members in accordance with their Membership Interest.  Any property distributed in kind in the liquidation shall be valued and treated as though the property were sold and the cash proceeds were distributed.  The difference between the value of property distributed in kind and its book value shall be treated as a gain or loss on sale of the property and shall be credited or charged to the Members in accordance with their Membership Interest, subject, however, to any allocation of gain or loss which may otherwise be required under the Internal Revenue Code of 1986, as amended. 

ARTICLE 10

MISCELLANEOUS

Section 10.01Amendments.  This Agreement may be amended at any time and from time to time only by the written agreement of all the Members representing at least eighty percent (80%) of the Membership Interests.

Section 10.02Notices.  Any written notice to any of the Members required or permitted under this Agreement shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the second day after mailing if mailed to the party to whom notice is to be given, by registered or certified mail, postage prepaid, and addressed to the party at its last known address.  Notices to the Company shall be similarly given and addressed to it at its principal place

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of business.

Section 10.03Governing Law.  This Agreement is intended to be performed in the State of Nevada, and the laws of that State shall govern its interpretation and effect.

Section 10.04Severability.  If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

Section 10.05Entire Agreement.  This Agreement contains the entire agreement of the Members relating to the rights granted and obligations assumed under this Agreement.  Any oral representations or modifications concerning this Agreement shall be of no force or effect unless contained in a subsequent written modification signed by the Member to be charged.

Section 10.06Binding Effect.  Except as otherwise provided in this Agreement, every covenant, term, and provision of this Agreement shall be binding upon and inure to the benefit of the Members and their respective heirs, legatees, legal representatives, successors, transferees, and assigns.

Section 10.07Construction.  Every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Member.

Section 10.08Time.  Time is of the essence with respect to this Agreement.

Section 10.09Headings.  Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.

Section 10.10Incorporation by Reference.  Any exhibit or schedule attached to this Agreement and referred to herein is hereby incorporated in this Agreement by reference.

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Section 10.11Variation of Pronouns.  All pronouns and any variations thereof shall be deemed to refer to masculine, feminine or neuter, singular or plural as the identity of the person or persons may require.

Section 10.12Waiver of Action for Partition.  Each of the Members irrevocably waives any right that he may have to maintain any action for partition with respect to any of the Company property.

Section 10.13Counterpart Execution.  This Agreement may be executed in any number of counterparts with the same effect as if all of the Members had signed the same document. All counterparts shall be construed together and shall constitute one agreement.

Section 10.14Further Documents.  Each Member agrees to perform any further acts and to execute and deliver any further documents reasonably necessary or proper to carry out the intent of this Agreement.

Section 10.15Attorneys’ Fees.  If an action is instituted to enforce the provisions of this Agreement, the prevailing party or parties in such action shall be entitled to recover from the losing party or parties its or their reasonable attorneys’ fees and costs as set by the court.

Section 10.16Elections Made by Company.  All elections required or permitted to be made by the Company under the Internal Revenue Code shall be made by the Manager in such manner as will in their judgment be most advantageous to a majority in interest of the Members.

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IN WITNESS WHEREOF, the Members have executed this Agreement on the day above written.

MEMBER:
By:	/s/ Robert R. Black
	Robert R. Black, Sr.
MEMBER:
RBG, LLC
By:	/s/ Robert R. Black
	Robert R. Black, Sr., President

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EXHIBIT A

Membership Interest Ownership of RBG, LLC

Robert R. Black, Sr.	2.85	%
R. Black, Inc., a Nevada corporation	1.00	%
Virgin River Casino Corporation, a Nevada corporation	61.54	%
Barry R. Moore	6.15	%
Marcus A. Hall	1.92	%
James A. Black	1.54	%
Michael T. Black	1.54	%
Gary W. Black	1.54	%
JORCO, Inc.	7.69	%
Glenn Teixeira	1.92	%
James Ritchie	12.31	%
	100.00	%

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EX-3.22

Exhibit 3.22

BYLAWS
OF
B & B B, INC.

ARTICLE I

STOCKHOLDERS

Section 1.01           Annual Meeting.  The annual meeting of the stockholders of the corporation shall be held at 2:00 o’clock in the afternoon on the second Thursday of June in each year, commencing after the first anniversary of incorporation, but if such date is a legal holiday, then on the next succeeding business day, for the purpose of electing directors of the corporation to serve during the ensuing year and for the transaction of such other business as may properly come before the meeting.  If the election of the directors is not held on the day designated herein for any annual meeting of the stockholders, or at any adjournment thereof, the president shall cause the election to be held at a special meeting of the stockholders as soon thereafter as is convenient. 

Section 1.02           Special Meetings.  Special meetings of the stockholders may be called by the president or the Board of Directors and shall be called by the president at the written request of the holders of not less than 51% of the issued and outstanding shares of capital stock of the corporation. 

All business lawfully to be transacted by the stockholders may be transacted at special meeting or at any adjournment thereof.  However, no business shall be acted upon at a special meeting except that referred to in the notice calling the meeting, unless all of the outstanding capital stack of the corporation is represented either in person or by proxy.  Where all of the capital stock is represented, any lawful business may be transacted and the meeting shall be valid for all purposes.

Section 1.03           Place of Meetings.  Any meeting of the stockholders of the corporation may be held at its principal office in the State of Nevada or at such other place in or out of the United States as the Board of Directors may designate.  A waiver of notice signed by the stockholders entitled to vote may designate any place for the holding of such meeting. 

Section 1.04           Notice of Meetings. 

(a)The secretary shall sign and deliver to all stockholders of record written or printed notice of any meeting at least ten (10) days, but not more than sixty (60) days, before the date of such meeting; which notice shall state the place, date, and time of the meeting, the general nature of the business to be transacted, and, in the case of any meeting at which directors are to be elected, the name of nominees, if any, to be presented for election. 

(b)In the case of any meeting, any proper business may be presented for action, except that the following items shall be valid only if the general nature of the proposal is stated in the notice or written waiver of notice: 

(1)Action with respect to any contract or transaction between the corporation and one or more of its directors or another firm, association, or corporation in which one or more of its directors has a material financial interest;

(2)Adoption of amendments to the Articles of Incorporation; or 

(3)Action with respect to the merger, consolidation, reorganization, partial or complete liquidation, or dissolution of the corporation. 

(c)The notice shall be personally delivered or mailed by first class mail to each shareholder of record at the last known address thereof, as the same appears on the books of the corporation, and the giving of such notice shall be deemed delivered the date the same is deposited in the United States mail, postage prepaid.  If the address of any shareholder does not appear upon the books of the corporation, it will be sufficient to address any notice to such shareholder at the principal office of the corporation.

(d)The written certificate of the ^`person calling any meeting, duly sworn, setting forth the substance of the notice, the time and place the notice was mailed or personally delivered to the several stockholders, and the addresses to which the notice was mailed shall be prima facie evidence of the manner and fact of giving such notice. 

Section 1.05           Waiver of Notice.  If all of the stockholders of the corporation shall waive notice of a meeting, no notice shall be required, and, whenever all of the stockholders shall meet in person or by proxy, such meeting shall be valid for all purposes without call or notice, and at such meeting any corporate action may be taken. 

Section 1.06           Determination of Stockholders of Record.

(a)The Board of Directors may at any time fix a future date as a record date for the determination of the stockholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action.  The record date so fixed shall not be more than sixty (60) days prior to the date of such meeting nor more than sixty (60) days prior to any other action.  When a record date is so fixed, only stockholders of record on that date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution or allotment of rights, or to exercise their rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date.

(b)If no record date is fixed by the Board of Directors, then (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining

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stockholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which written consent is given; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.

Section 1.07           Quorum; Adjourned Meetings. 

(a)At any meeting of the stockholders, a majority of the issued and outstanding shares of the corporation represented in person or by proxy, shall constitute a quorum.

(b)If less than a majority of the issued and outstanding shares are represented, a majority of shares so represented may adjourn from time to time at the meeting, until holders of the amount of stock required to constitute a quorum shall be in attendance.  At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted as originally called.  When a shareholder’s meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, unless the adjournment is for more than ten (10) days in which event notice thereof shall be given.

Section 1.08           Voting.

(a)Each shareholder of record, such shareholder’s duly authorized proxy or attorney-in-fact shall be entitled to one (1) vote for each share of stock standing registered in such shareholder’s name on the books of the corporation on the record date.

(b)Except as otherwise provided herein, all votes with respect to shares standing in the name of an individual on the record date (included pledged shares) shall be cast only by that individual or such individual’s duly authorized proxy or attorney-in-fact.  With respect to shares held by a representative of the estate of a deceased shareholder, guardian, conservator, custodian or trustee, votes may be cast by such holder upon proof of capacity, even though the shares do not stand in the name of such holder.  In the case of shares under the control of a receiver, the receiver may cast votes carried by such shares even though the shares do not stand in the name of the receiver provided that the order of the court of competent jurisdiction which appoints the receiver contains the authority to cast votes carried by such shares.  If shares stand in the name of a minor, votes may be cast only by the duly appointed guardian of the estate of such minor if such guardian has provided the corporation with written notice and proof of such appointment. 

(c)With respect to shares standing in the name of a corporation on the record date, votes may be cast by such officer or agent as the bylaws of such corporation prescribe or, in the absence of an applicable bylaw provision, by such person as may be appointed by resolution of the Board of Directors of such corporation.  In the event no

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person is so appointed, such votes of the corporation may be cast by any person (including the officer making the authorization) authorized to do so by the Chairman of the Board of Directors, President or any Vice-President of such corporation. 

(d)Notwithstanding anything to the contrary herein contained, no votes may be cast by shares owned by this corporation or its subsidiaries, if any.  If shares are held by this corporation or its subsidiaries, if any, in a fiduciary capacity, no votes shall be cast with respect thereto on any matter except to the extent that the beneficial owner thereof possesses and exercises either a right to vote or to give the corporation holding the same binding instructions on how to vote. 

(e)With respect to shares standing in the name of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees, persons entitled to vote under a shareholder voting agreement or otherwise and shares held by two or more persons (including proxy holders) having the same fiduciary relationship respect in the same shares, votes may be cast in the following manner: 

(1)If only one such person votes, the vote of such person binds all. 

(2)If more than one person casts votes, the act of the majority so voting binds all. 

(3)If more than one person casts votes, but the vote is evenly split on a particular matter, the votes shall be deemed cast proportionately, as split.

(f)Any holder of shares entitled to vote on any matter may cast a portion of the votes in favor of such matter and refrain from casting the remaining votes or cast the same against the proposal, except in the case of elections of directors.  If such holder entitled to vote fails to specify the number of affirmative votes, it will be conclusively presumed that the holder is casting affirmative votes with respect to all shares held. 

(g)If a quorum is present, the affirmative vote of holders of a majority of the shares represented at the meeting and entitled to vote on any matter shall be the act of the stockholders, unless a vote of greater number or voting by classes is required by the laws of the State of Nevada, the Articles of Incorporation or these Bylaws. 

Section 1.09           Proxies.  At any meeting of stockholders, any holder of shares entitled to vote may authorize another person or persons to vote by proxy with respect to the shares held by an instrument in writing and subscribed to by the holder of such shares entitled to vote.  No proxy shall be valid after the expiration of six (6) months from the date of execution thereof, unless coupled with an interest or unless otherwise specified in the proxy.  In no event shall the term of a proxy exceed seven (7) years from the date of its execution.  Every proxy shall continue in full force and effect until its expiration or revocation.  Revocation may be effected by filing an instrument revoking the same or a duly executed proxy bearing a later date with the secretary of the corporation. 

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Section 1.10           Order of Business.  At the annual stockholder’s meeting, the regular order of business shall be as follows: 

1.Determination of stockholders present and existence of quorum;

2.Reading and approval of the minutes of the previous meeting or meetings;

3.Reports of the Board of Directors, the president, treasurer and secretary of the corporation, in the order named;

4.Reports of committees;

5.Election of directors;

6.Unfinished business;

7.New business;

8.Adjournment.

Section 1.11           Absentees Consent to Meetings.  Transactions of any meeting of the stockholders are as valid as though had at a meeting duly held after regular call and notice if a quorum is present, either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy (and those who, although present, either object at the beginning of the meeting to the transaction of any business because the meeting has not been lawfully called or convened or expressly object at the meeting to the consideration of matters not included in the notice which are legally required to be included therein), signs a written waiver of notice and/or consent to the holding of the meeting or an approval of the minutes thereof.  All such waivers, consents, and approvals shall be filed with the corporate records and made a part of the minutes of the meeting.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consider- ation of matters not included in the notice if such objection is expressly made at the beginning.  Neither the business to be transacted at nor the purpose of any regular or special meeting of stockholders need be specified in any written waiver of notice, except as otherwise provided in Section 1.04(b) of these Bylaws. 

Section 1.12           Action Without Meeting.  Any action which may be taken by the vote of stockholders at a meeting may be taken without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power, except that if any greater proportion of voting power is required for such an action at a meeting, then the greater proportion of written consents is required.  This general provision for action by written consent does not supercede any specific provision for action by written consent contained under Nevada law, the corporation’s Articles of Incorporation or these bylaws.  Whenever action is taken by written consent, a meeting of stockholders need not be called or noticed.

Section 1.13           Telephonic Meetings.  Meetings of the Stockholders may be held through the use of a conference telephone or similar communications equipment so long as all members participating in such meeting can hear one another at the time of such meeting.  Participation in such a meeting constitutes presence in person at such meeting. 

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ARTICLE II

DIRECTORS

Section 2.01           Number, Tenure and Qualifications.  Except as otherwise provided herein, the Board of Directors of the corporation shall consist of at least one (1) person, who shall be elected at the annual meeting of the stockholders of the corporation and who shall hold office for one (1) year or until successor(s) are elected and qualify.  A director need not be a shareholder of the corporation. 

Section 2.02           Resignation.  Any director may resign effective upon giving written notice to the chairman of the Board of Directors, the president, or the secretary of the corporation, unless the notice specifies a later time for effectiveness of such resignation.  If the Board of Directors accepts the resignation of a director tendered to take effect at a future date, the Board or the stockholders may elect a successor to take office when the resignation becomes effective. 

Section 2.03           Reduction in Number.  No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his term of office. 

Section 2.04           Removal. 

(a)Any director may be removed from office by the vote or written consent of stockholders representing not less than two-thirds (2/3rds) of the issued and outstanding capital stock. 

Section 2.05           Vacancies. 

(a)All vacancies in the Board of Directors, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors, though less than a quorum, unless it is otherwise provided in the certificate or articles of incorporation or an amendment thereof.  Unless otherwise provided in the certificate or articles of incorporation, or an amendment thereof, when one or more directors shall give notice of his or their resignation to the board, effective at a future date, the board shall have power to fill such vacancy or vacancies to take effect when such resignation or resignations shall become effective, each director so appointed to hold office during the remainder of the term of office of the resigning director or directors. 

Section 2.06           Regular Meetings.  Immediately following the adjournment of, and at the same place as, the annual meeting of the stockholders, the Board of Directors, including directors newly elected, shall hold its annual meeting without notice, other than this provision, to elect officers of the corporation and to transact such further business as may be necessary or appropriate.  The Board of Directors may provide by resolution the place, date, and hour for holding additional regular meetings. 

Section 2.07           Special Meetings.  Special meetings of the Board of Directors may be called by the chairman and shall be called by the chairman upon the request of any two (2) directors or the president of the corporation. 

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Section 2.08           Place of Meetings.  Any meeting of the directors of the corporation may be held at its principal office in the State of Nevada or at such other place in or out of the United States as the Board of Directors may designate.  A waiver of notice signed by the directors may designate any place for the holding of such meeting. 

Section 2.09           Notice of Meetings.  Except as otherwise provided in Section 2.06, the chairman shall deliver to all directors written or printed notice of any special meeting, at least three (3) days before the date of such meeting, by delivery of such notice personally or mailing such notice first class mail or by telegram.  If mailed, the notice shall be deemed delivered two (2) business days following the date the same is deposited in the United States mail, postage prepaid.  Any director may waive notice of any meeting, and the attendance of a director at a meeting shall constitute a waiver of notice of such meeting, unless such attendance is for the express purpose of objecting to the transaction of business thereat because the meeting is not properly called or convened. 

Section 2.10           Quorum; Adjourned Meetings. 

(a)A majority of the Board of Directors in office shall constitute a quorum. 

(b)At any meeting of the Board of Directors where a quorum is not present, a majority of those present may adjourn, from time to time, until a quorum is present, and no notice of such adjournment shall be required.  At any adjourned meeting where a quorum is present, any business may be transacted which could have been transacted at the meeting originally called.

Section 2.11           Action Without Meeting.  Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if a written consent thereto is signed by all of the members of the Board of Directors or of such committee.  Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors or committee.  Such action by written consent shall have the same force and effect as the unanimous vote of the Board of Directors or committee. 

Section 2.12           Telephonic Meetings.  Meetings of the Board of Directors may be held through the use of a conference telephone or similar communications equipment so long as all members participating in such meeting can hear one another at the time of such meeting.  Participation in such a meeting constitutes presence in person at such meeting. 

Section 2.13           Board Decisions.  The affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. 

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Section 2.14           Powers and Duties. 

(a)Except as otherwise provided in the Articles of Incorporation or the laws of the State of Nevada, the Board of Directors is invested with the complete and unrestrained authority to manage the affairs of the corporation, and is authorized to exercise for such purpose as the general agent of the corporation, its entire corporate authority in such manner as it sees fit.  The Board of Directors may delegate any of its authority to manage, control or conduct the current business of the corporation to any standing or special committee or to any officer or agent and to appoint any persons to be agents of the corporation with such powers, including the power to subdelegate, and upon such terms as may be deemed fit. 

(b)The Board of Directors shall present to the stockholders at annual meetings of the stockholders, and when called for by a majority vote of the stockholders at a special meeting of the stockholders, a full and clear statement of the condition of the corporation, and shall, at request, furnish each of the stockholders with a true copy thereof. 

(c)The Board of Directors, in its discretion, may submit any contract or act for approval or ratification at any annual meeting of the stockholders or any special meeting properly called for the purpose of considering any such contract or act, provided a quorum is present.  The contract or act shall be valid and binding upon the corporation and upon all the stockholders thereof, if approved and ratified by the affirmative vote of a majority of the stockholders at such meeting. 

Section 2.15           Compensation.  The directors shall be allowed and paid all necessary expenses incurred in attending any meetings of the Board, but shall not receive any compensation for their services as directors until such time as the corporation is able to declare and pay dividends on its capital stock. 

Section 2.16           Board Officers. 

(a)At its annual meeting, the Board of Directors shall elect, from among its members, a chairman to preside at meetings of the Board of Directors.  The Board of Directors may also elect such other board officers and for such term as it may, from time to time, determine advisable. 

(b)Any vacancy in any board office because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office. 

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Section 2.17           Order of Business.  The order of business at any meeting of the Board of Directors shall be as follows: 

1.Determination of members present and existence of quorum; 

2.Reading and approval of the minutes of any previous meeting or meetings; 

3.Reports of officers and committeemen; 

4.Election of officers; 

5.Unfinished business; 

6.New business; 

7.Adjournment. 

ARTICLE III

OFFICERS

Section 3.01           Election.  The Board of Directors, at its first meeting following the annual meeting of stockholders, shall elect a president, a secretary and a treasurer to hold office for one (1) year next coming and until their successors are elected and qualify.  Any person may hold two or more offices.  The Board of Directors may, from time to time, by resolution, appoint one or more vice-presidents, assistant secretaries, assistant treasurers and transfer agents of the corporation as it may deem advisable; prescribe their duties; and fix their compensation. 

Section 3.02           Removal; Resignation.  Any officer or agent elected or appointed by the Board of Directors may be removed by it whenever, in its judgment, the best interests of the corporation would be served thereby.  Any officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the resigning officer is a party. 

Section 3.03           Vacancies.  Any vacancy in any office because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office. 

Section 3.04           President.  The president shall be the general manager and executive officer of the corporation, subject to the supervision and control of the Board of Directors, and shall direct the corporate affairs, with full power to execute all resolutions and orders of the Board of Directors not especially entrusted to some other officer of the corporation.  The president shall preside at all meetings of the stockholders and shall sign the certificates of stock issued by the corporation, and shall perform such other duties as shall be prescribed by the Board of Directors. 

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Unless otherwise ordered by the Board of Directors, the president shall have full power and authority on behalf of the corporation to attend and to act and to vote at any meetings of the stockholders of any corporation in which the corporation may hold stock and, at any such meetings, shall possess and may exercise any and all rights and powers incident to the ownership of such stock.  The Board of Directors, by resolution from time to time, may confer like powers on any person or persons in place of the president to represent the corporation for these purposes. 

Section 3.05           Vice President.  The Board of Directors may elect one or more vice-presidents who shall be vested with all the powers and perform all the duties of the president whenever the president is absent or unable to act, including the signing of the certificates of stock issued by the corporation, and the vice-president shall perform such other duties as shall be prescribed by the Board of Directors. 

Section 3.06           Secretary.  The secretary shall keep the minutes of all meetings of the stockholders and the Board of Directors in books provided for that purpose.  The secretary shall attend to the giving and service of all notices of the corporation, may sign with the president in the name of the corporation all contracts authorized by the Board of Directors or appropriate committee, shall have the custody of the corporate seal, shall affix the corporate seal to all certificates of stock duly issued by the corporation, shall have charge of stock certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors or appropriate committee may direct, and shall, in general, perform all duties incident to the office of the secretary.  All corporate books kept by the secretary shall be open for examination by any director at any reasonable time. 

Section 3.07           Assistant Secretary.  The Board of Directors may appoint an assistant secretary who shall have such powers and perform such duties as may be prescribed for him by the secretary of the corporation or by the Board of Directors. 

Section 3.08           Treasurer.  The treasurer shall be the chief financial officer of the corporation, subject to the supervision and control of the Board of Directors, and shall have custody of all the funds and securities of the corporation.  When necessary or proper, the treasurer shall endorse on behalf of the corporation for collection checks, notes, and other obligations, and shall deposit all monies to the credit of the corporation in such bank or banks or other depository as the Board of Directors may designate, and shall sign all receipts and vouchers for payments made by the corporation.  Unless otherwise specified by the Board of Directors, the treasurer shall sign with the president all bills of exchange and promissory notes of the corporation, shall also have the care and custody of the stocks, bonds, certificates, vouchers, evidence of debts, securities, and such other property belonging to the corporation as the Board of Directors shall designate, and shall sign all papers required by law, by these Bylaws, or by the Board of Directors to be signed by the treasurer.  The treasurer shall enter regularly in the books of the corporation, to be kept for that purpose, full and accurate accounts of all monies received and paid on account of the corporation and, whenever required by the Board of Directors, the treasurer shall render a statement of any or all accounts.  The treasurer shall at all reasonable times exhibit the books of account to any directors of the corporation and shall perform all acts incident to the position of treasurer subject to the control of the Board of Directors. 

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The treasurer shall, if required by the Board of Directors, give bond to the corporation in such sum and with such security as shall be approved by the Board of Directors for the faithful performance of all the duties of treasurer and for restoration to the corporation, in the event of the treasurer’s death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property belonging to the corporation.  The expense of such bond shall be borne by the corporation. 

Section 3.09           Assistant Treasurer.  The Board of Directors may appoint an assistant treasurer who shall have such powers and perform such duties as may be prescribed by the treasurer of the corporation or by the Board of Directors, and the Board of Directors may require the assistant treasurer to give a bond to the corporation in such sum and with such security as it may approve, for the faithful performance of the duties of assistant treasurer, and for restoration to the corporation, in the event of the assistant treasurer’s death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property belonging to the corporation.  The expense of such bond shall be borne by the corporation. 

ARTICLE IV

CAPITAL STOCK

Section 4.01           Issuance.  Shares of capital stock of the corporation shall be issued in such manner and at such times and upon such conditions as shall be prescribed by the Board of Directors.

Section 4.02           Certificates.  Ownership in the corporation shall be evidenced by certificates for shares of stock in such form as shall be prescribed by the Board of Directors, shall be under the seal of the corporation and shall be signed by _.the president or the vice-president and also by the secretary or an assistant secretary.  Each certificate shall contain the name of the record holder, the number, designation, if any, class or series of shares represented, a statement of summary of any applicable rights, preferences, privileges or restrictions thereon, and a statement that the shares are assessable, if applicable.  All certificates shall be consecutively numbered.  The name and address of the shareholder, the number of shares, and the date of issue shall be entered on the stock transfer books of the corporation. 

Section 4.03           Surrender: Lost or Destroyed Certificates.  All certificates surrendered to the corporation, except those representing shares of treasury stock, shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been cancelled, except that in case of a lost, stolen, destroyed or mutilated certificate, a new one may be issued therefor.  However, any shareholder applying for the issuance of a stock certificate in lieu of one alleged to have been lost, stolen, destroyed or mutilated shall, prior to the issuance of a replacement, provide the corporation with his, her or its affidavit of the facts surrounding the loss, theft,

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destruction or mutilation and an indemnity bond in an amount and upon such terms as the treasurer, or the Board of Directors, shall require.  In no case shall the bond be in an amount less than twice the current market value of the stock and it shall indemnify the corporation against any loss, damage, cost or inconvenience arising as a consequence of the issuance of a replacement certificate. 

Section 4.04           Replacement Certificate.  When the Articles of Incorporation are amended in any way affecting the statements contained in the certificates for outstanding shares of capital stock of the corporation or it becomes desirable for any reason, including, without limitation, the merger or consolidation of the corporation with another corporation or the reorganization of the corporation, to cancel any outstanding certificate for shares and issue a new certificate therefor conforming to the rights of the holder, the Board of Directors may order any holders of outstanding certificates for shares to surrender and exchange the same for new certificates within a reasonable time to be fixed by the Board of Directors.  The order may provide that a holder of any certificate(s) ordered to be surrendered shall not be entitled to vote, receive dividends or exercise any other rights of stockholders until the holder has complied with the order provided that such order operates to suspend such rights only after notice and until compliance. 

Section 4.05           Transfer of Shares.  No transfer of stock shall be valid as against the corporation except on surrender and cancellation of the certificate therefor, accompanied by an assignment or transfer by the registered owner made either in person or under assignment.  Whenever any transfer shall be expressly made for collateral security and not absolutely, the collateral nature of the transfer shall be reflected in the entry of transfer on the books of the corporation. 

Section 4.06           Transfer Agent.  The Board of Directors may appoint one or more transfer agents and registrars of transfer and may require all certificates for shares of stock to bear the signature of such transfer agent and such registrar of transfer. 

Section 4.07           Stock Transfer Books.  The stock transfer books shall be closed for a period of ten (10) days prior to all meetings of the stockholders and shall be closed for the payment of dividends as provided in Article V hereof and during such periods as, from time to time, may be fixed by the Board of Directors, and, during such periods, no stock shall be transferable. 

Section 4.08           Miscellaneous.  The Board of Directors shall have the power and authority to make such rules and regulations not inconsistent herewith as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the capital stock of the corporation. 

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ARTICLE V

DIVIDENDS

Section 5.01           Dividends may be declared, subject to the provisions of the laws of the State of Nevada and the Articles of Incorporation, by the Board of Directors at any regular or special meeting and may be paid in cash, property, shares of corporate stock, or any other medium.  The Board of Directors may fix in advance a record date, as provided in Section 1.06 of these Bylaws, prior to the dividend payment for the purpose of determining stockholders entitled to receive payment of any dividend.  The Board of Directors may close the stock transfer books for such purpose for a period of not more than ten (10) days prior to the payment date of such dividend. 

ARTICLE VI

OFFICES; RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS

Section 6.01           Principal Office.  The principal office of the corporation in the State of Nevada shall be at 600 East Charleston Boulevard, Las Vegas, Nevada, and the corporation may have an office in any other state or territory as the Board of Directors may designate. 

Section 6.02           Records.  The stock transfer books and a certified copy of the Bylaws, Articles of Incorporation, any amendments thereto, and the minutes of the proceedings of stockholders, the Board of Directors, and committees of the Board of Directors shall be kept at the principal office of the corporation for the inspection of all who have the right to see the same and for the transfer of stock.  All other books of the corporation shall be kept at such places as may be prescribed by the Board of Directors. 

Section 6.03           Financial Report on Request.  Any shareholder or stockholders holding at least five percent (5%) of the outstanding shares of any class of stock may make a written request for an income statement of the corporation for the three (3) month, six (6) month, or nine (9) month period of the current fiscal year ended more than thirty (30) days prior to the date of the request and a balance sheet of the corporation as of the end of such period.  In addition, if no annual report for the last fiscal year has been sent to stockholders, such shareholder or stockholders may make a request for a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year.  The statements shall be delivered or mailed to the person making the request within thirty (30) days thereafter.  A copy of the statements shall be kept on file in the principal office of the corporation for twelve (12) months, and such copies shall be exhibited at all reasonable times to any shareholder demanding an examination of them or a copy shall be mailed to each shareholder.  Upon request by any shareholder, there shall be mailed to the shareholder a copy of the last annual, semiannual, or quarterly income statement which it has prepared and a balance sheet as of the end of the period.  The financial statements referred to in this Section 6.03 shall be accompanied by the report thereon, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that such financial statements were prepared without audit from the books and records of the corporation. 

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Section 6.04           Right of Inspection. 

(a)The accounting books and records and minutes of proceedings of the stockholders and the Board of Directors and committees of the Board of Directors shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours for a purpose reasonably related to such holder’s interest as a shareholder or as the holder of such voting trust certificate.  This right of inspection shall extend to the records of the subsidiaries, if any, of the corporation.  Such inspection may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts. 

(b)Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation and/or its subsidiary corporations.  Such inspection may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts. 

Section 6.05           Corporate Seal.  The Board of Directors may, by resolution, authorize a seal, and the seal may be used by causing it, or a facsimile, to be impressed or affixed or reproduced or otherwise.  Except when otherwise specifically provided herein, any officer of the corporation shall have the authority to affix the seal to any document requiring it. 

Section 6.06           Fiscal Year.  The fiscal year-end of the corporation shall be fixed by resolution of the Board of Directors. 

Section 6.07           Reserves.  The Board of Directors may create, by resolution, out of the earned surplus of the corporation such reserves as the directors may, from time to time, in their discretion, think proper to provide for contingencies, or to equalize dividends or to repair or maintain any property of the corporation, or for such other purpose as the Board of Directors may deem beneficial to the corporation, and the directors may modify or abolish any such reserves in the manner in which they were created.  

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ARTICLE VII

INDEMNIFICATION

Section 7.01           Indemnification and Insurance. 

(a)Indemnification of Directors and Officers. 

(i)For purposes of this Article, (A) “Indemnitee” shall mean each Director or officer of the corporation who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding, by reason of the fact that he or she is or was a Director or officer of the corporation or is or was serving in any capacity at the request of the corporation as a director, officer, employee, agent, partner, or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, trust, or other enterprise; and (B) ”Proceeding” shall mean any threatened, pending or completed action, for suit (including without limitation an action, suit or proceeding by or in the right of the corporation), whether civil, criminal, administrative or investigative. 

(ii)Each Indemnitee shall be indemnified and held harmless by the corporation for all actions taken by him or her and for all omissions (regardless of the date of any such action or omission), to the fullest extent permitted by Nevada law, against all expense, liability and loss (including without limitation attorneys’ fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding. 

(iii)The right to indemnification provided in this Section shall include the right to have the expenses incurred by the Indemnitee in defending any Proceeding paid by the corporation as they are incurred and in advance of the final disposition of the Proceeding to the fullest extent permitted by Nevada law; provided that, if Nevada law continues so to require, the payment of such expenses incurred by the Indemnitee in advance of the final disposition of a Proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced if it is ultimately determined by a court of competent jurisdiction that the Indemnitee is not entitled to be indemnified under this Section or otherwise. 

(iv)Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be a Director or officer and shall inure to the benefit of his or her heirs, executors and administrators. 

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(b)Indemnification of Employees  and Other Persons. 

The corporation may, by action of its Board of Directors and to the extent provided in such action, indemnify employees and other persons as though they were Indemnitees. 

(c)Non-Exclusivity of Rights. 

The rights to indemnification and to the advancement of expenses provided in this Article shall not be exclusive of any other rights that any person may have or hereafter acquire under any statute, provision of the corporation’s Articles of Incorporation or Bylaws, agreement, vote of shareholders or Directors, or otherwise. 

(d)Insurance. 

The corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him or her and liability and expenses incurred by him or her in his or her capacity as a director, officer, employee or agent, or arising out of his or her status as such, whether or not the corporation had the authority to indemnify him or her against such liability and expenses. 

(e)Other Financial Arrangements. 

The other financial arrangements which may be made by the corporation may include the following (i) the creation of a trust fund; (ii) the establishment of a program of self-insurance; (iii) the securing of its obligation of indemnification by granting a security interest or other lien on any assets of the corporation; (iv) the establishment of a letter of credit, guarantee or surety.  No financial arrangement made pursuant to this subsection may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud, or a knowing violation of law, except with respect to advancement of expenses or indemnification ordered by a court. 

(f)Other Matters Relating to Insurance or Financial Arrangements. 

Any insurance or other financial arrangement made on behalf of a person pursuant to this section may be provided by the corporation or any other person approved by the Board of Directors, even if all or part of the other person’s stock or other securities is owned by the corporation.  In the absence of fraud: 

(i)the decision of the Board of Directors as to the propriety of the terms and conditions of any insurance or other financial arrangement made pursuant to this section and the choice of the person to provide the insurance or other financial arrangement is conclusive; 

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(ii)the insurance or other financial arrangement:  (A) is not void or voidable; (B) does not subject any Director approving it to personal liability for his action, even if a Director approving the insurance or other financial arrangement is a beneficiary of the insurance hr other financial arrangement.  

Section 7.02           Amendment.  The provisions of this Article relating to the limitation of Directors’ and officers’ liability, to indemnification and to the advancement of expenses shall constitute a contract between the corporation and each of its Directors and officers which may be modified as to any Director or officer only with that person’s consent or as specifically provided in this Section.  Notwithstanding any other provision of these Bylaws relating to their amendment generally, any repeal or amendment of this Article which is adverse to any Director or officer shall apply to such Director or officer only on a prospective basis, and shall not reduce any limitation on the personal liability of a Director or officer of the corporation, or limit the rights of an Indemnitee to indemnification or to the advancement of expenses with respect to any action or failure to act occurring prior to the time of such repeal or amendment.  Notwithstanding any other provision of these Bylaws, no repeal or amendment of these Bylaws shall affect any or all of this Article so as either to reduce the limitation of Directors’ liability or limit indemnification or the advancement of expenses in any manner unless adopted by (a) the unanimous vote of the Directors of the corporation then serving, or (b) the affirmative vote of stockholders entitled to cast not less than two-thirds (2/3rds) of the votes that all stockholders are entitled to cast in the election of Directors; provided that no such amendment shall have retroactive effect inconsistent with the preceding sentence. 

Section 7.03           Changes in Nevada Law.  References in this Article to Nevada law or to any provision thereof shall be to such law as it existed on the date of this article was adopted or as such law thereafter may be changed; provided that (a) in the case of any change which expands the liability of Directors or officers or limits the indemnification rights or the rights to advancement of expenses which the corporation may provide, the rights to limited liability, to indemnification and to the advancement of expenses provide in this Article shall continue as theretofore to the extent permitted by law; and (b) if such change permits the corporation, without the requirement of any further action by stockholders or Directors, to limit further the liability of Directors (or limit the liability of officers) or to provide broader indemnification rights or rights to the advancement of expenses than the corporation was permitted to provide prior to such change, then liability thereupon shall be so limited and the rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by law. 

ARTICLE VIII

BYLAWS

Section 8.01           Amendment.  These Bylaws may only be altered, amended, or repealed at a meeting of the stockholders at which a quorum is present by the affirmative vote of the holders of two-thirds (2/3rds) of the capital stock of the corporation entitled to vote or by the consent of the stockholders in accordance with Section 1.12 of these Bylaws.

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Section 8.02           Additional Bylaws.  Additional bylaws not inconsistent herewith may be adopted by the Board of Directors at any meeting of the Board of Directors at which a quorum is present by an affirmative vote of a majority of the directors present or by the unanimous consent of the Board of Directors in accordance with Section 2.11 of these Bylaws.  Any bylaws so adopted shall be presented to the stockholders for alteration, amendment, or repeal in accordance with Section 8.01 of these Bylaws.

CERTIFICATION

I, the undersigned, being the duly elected secretary of the corporation, do hereby certify that the foregoing Bylaws were adopted by the Board of Directors the 8^th day of December, 1989. 

  /s/ Robert R. Black

  Robert R. Black, Secretary

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EX-3.23

Exhibit 3.23

OPERATING AGREEMENT OF
CASABLANCA RESORTS, LLC

OPERATING AGREEMENT OF
CASABLANCA RESORTS, LLC

		Page
ARTICLE 1		1
FORMATION AND PURPOSE OF LIMITED LIABILITY COMPANY		1
Section 1.01	Formation of Limited Liability Company	1
Section 1.02	Name	1
Section 1.03	Purpose	2
Section 1.04	Articles of Organization	2
ARTICLE 2		2
DEFINITIONS		2
Section 2.01	“Articles of Organization”	2
Section 2.02	“Contribution”	2
Section 2.03	“Manager”	2
Section 2.04	“Member”	2
Section 2.05	“Membership Interest”	3
Section 2.06	“Depreciation”	3
Section 2.07	“Code”	3
ARTICLE 3		3
MEMBERS AND MEMBERSHIP		3
Section 3.01	Members	3
Section 3.02	Liability of Members	3
Section 3.03	Indemnification	3

i

		Page
Section 3.04	Voting	4
ARTICLE 4		5
CAPITALIZATION		6
Section 4.01	Initial Capital Contribution	6
Section 4.02	Additional Capital Contributions	6
Section 4.03	Return of Contributions	6
Section 4.04	Loans	6
ARTICLE 5		7
PROFITS AND LOSSES		7
Section 5.01	Interest in Profits and Losses	7
Section 5.02	Determination of Profits and Losses	7
Section 5.03	Transfer of Company Interest	7
Section 5.04	Tax Status	7
Section 5.05	Company Formation Expenses	8
Section 5.06	Cash Distribution to Members	8
ARTICLE 6		8
ACCOUNTING		8
Section 6.01	Fiscal Year	8
Section 6.02	Accountants	8
Section 6.03	Company Books	8
Section 6.04	Capital Account	9

ii

		Page
Section 6.05	Bank Accounts	9
Section 6.60	Annual Report	9
ARTICLE 7		9
BUSINESS OPERATIONS		9
Section 7.01	Principal Place of Business	9
Section 7.02	Resident Agent	9
Section 7.03	Title	9
Section 7.04	Management	9
Section 7.05	Responsibility for Books and Records	10
ARTICLE 8		10
SALE OR TRANSFER OF AN INTEREST		10
Section 8.01	Restrictions on Transfer	10
Section 8.02	Bona Fide Offer by Third Party	11
Section 8.03	Involuntary Transfers	12
Section 8.04	Purchase Price of Interest	13
Section 8.05	Value of Interest Purchased; Insufficient Surplus	14
Section 8.06	Payment Terms	14
Section 8.07	Transferee Restrictions	15
Section 8.08	Closing Requirements	16
Section 8.09	Specific Performance	16
Section 8.10	Strict Compliance	16
Section 8.11	Acquisition of Interest	16

iii

		Page
ARTICLE 9		17
TERM AND TERMINATION		17
Section 9.01	Duration	17
Section 9.02	Termination	18
Section 9.03	Dissolution of Company	18
Section 9.04	Distribution Upon Termination	18
Section 9.05	Procedure Upon Dissolution	18
Section 9.06	Winding up of the Company	19
Section 9.07	Gains or Losses in Process of Liquidation	19
ARTICLE 10		20
MISCELLANEOUS		20
Section 10.01	Amendments	20
Section 10.02	Notices	20
Section 10.03	Governing Law	20
Section 10.04	Severability	20
Section 10.05	Entire Agreement	20
Section 10.06	Binding Effect	21
Section 10.07	Construction	21
Section 10.08	Time	21
Section 10.09	Headings	21
Section 10.10	Incorporation by Reference	21

iv

		Page
Section 10.11	Variation of Pronouns	21
Section 10.12	Waiver of Action for Partition	21
Section 10.13	Counterpart Execution	21
Section 10.14	Further Documents	22
Section 10.15	Attorneys’ Fees	22
Section 10.16	Elections Made by Company	22

v

OPERATING AGREEMENT OF
CASABLANCA RESORTS, LLC

This Operating Agreement (“Agreement”) is entered into this 31st day of May, 2001 by RBG, LLC being the Sole Member of the Limited Liability Company (hereinafter referred to as “Company” or “the Company” as the context requires).

ARTICLE 1
FORMATION AND PURPOSE OF LIMITED LIABILITY COMPANY

Section 1.01Formation of Limited Liability Company.

The Member agrees to operate the Company as a Limited Liability Company pursuant to the provisions of Chapter 86 of the Nevada Revised Statutes as adopted in Nevada and as amended from time to time.  The rights and obligations of the Members in the operation of the Company shall be conducted and construed in accordance with Chapter 86 of the Nevada Revised Statutes.  If there is a conflict between the provisions of this Agreement and Chapter 86 of the Nevada Revised Statutes, the provisions of Chapter 86 of the Nevada Revised Statutes shall control.

Section 1.02Name.

The Company’s business shall be conducted solely under the name of the Company or any fictitious name upon which the Members may agree and for which the appropriate Certificate of Fictitious Name shall be filed with the appropriate government agency.

Section 1.03Purpose.

A.The Company may engage in any lawful purpose except for banking or insurance operations.

B.It is the intent of the Member that the Company shall be taxed as a partnership, and the Company shall enter into no business activity, take no action, or fail to take

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any required action that would jeopardize taxation of the Company as a partnership.

Section 1.04Articles of Organization.

The Articles of Organization for the Company have been filed in the Office of the Secretary of State for the State of Nevada.  The Member further agrees to acknowledge, file, record, and/or publish as necessary, such amendments to the Articles of Organization or to this Agreement as may be required by this Agreement or by law and such other documents as may be appropriate to comply with the requirements of law for the formation, preservation, and/or operation of the Company.

ARTICLE 2
DEFINITIONS

The following words and phrases used in this Agreement shall have the following meanings:

Section 2.01“Articles of Organization” means the articles of organization filed with the Secretary of State.

Section 2.02“Contribution” means anything of value which a person contributes to the Company as a prerequisite for or in connection with Membership, including cash, property, or services rendered or a promissory note or other binding obligation to contribute cash or property to perform services.

Section 2.03“Manager”meansRBG, LLC, a Nevada limited liability company.

Section 2.04“Member” means a person (or entity) who owns an interest in the Company, presently, RBG, LLC; but, in no event, shall a person, other than an individual, be a Member of this Company unless such person was fully legally in existence on the date this Operating Agreement was executed.

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Section 2.05“Membership Interest” shall mean the interest of a Member in the Company.

Section 2.06“Depreciation” means, for each fiscal year or other period, and amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year or other period.

Section 2.07“Code” means the Internal Revenue Code of 1986, as amended from time (or any corresponding provisions of succeeding law).

ARTICLE 3
MEMBERS AND MEMBERSHIP

Section 3.01Members.

The sole Member of this Company is RBG, LLC.  No person may become a Member of this Company without the express written consent of all other Members.

Section 3.02Liability of Members.

No Member shall have any personal liability whatsoever to the creditors of the Company for the debts of the Company or any losses beyond the Member’s capital contribution.  In accordance with Nevada law, a Member may, under certain circumstances, be required to return to the Company for the benefit of the Company’s creditors amounts previously distributed to the Member as a return of capital.  For purposes of this paragraph, the Members intend that no distribution to any Member of distributable funds shall be deemed a return or withdrawal of capital, even if such distribution represents, for federal income tax purposes or otherwise (in whole or in part) a return of capital, and that no Member shall be obligated to pay any such amount to or for the account of the Company or any creditor of the Company.

Section 3.03Indemnification.

Every person who was or is a party to, or threatened to be made a parry to, or is involved

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in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact that he or a person for whom he is the legal representative is or was a Member of the Company or is or was serving at the request of the Company or as its representative in a partnership, joint venture, trust, or other enterprise shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability, and loss (including attorneys’ fees, judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith.  Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person.  The expenses of a Member incurred in defending a civil or criminal action, suit, or proceeding must be paid by the Company as they are incurred in advance of the final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of the Member to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Company.  Such right of indemnification shall not be exclusive of any other right which such Member or representative may have or hereafter acquire.  Without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any agreement, vote of the Members, provision of law, or otherwise, as well as their rights under this Agreement

Section 3.04Voting.

Any action required to be taken by the Members of the Company shall be taken by vote; and, unless otherwise required by this Agreement, the majority vote shall prevail.  Each Member shall be entitled to one vote for the whole number reciprocal of its Membership Interest, so that if a Member, by way of example, has a 50 percent Membership Interest, such Member shall be entitled to fifty (50) votes.

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ARTICLE 4
CAPITALIZATION

Section 4.01Initial Capital Contribution.

The initial capital Contribution of the Member is set forth on Schedule A attached hereto.

Section 4.02Additional Capital Contributions.

Should the Members unanimously determine that an additional pro rata capital contribution from each Member is required for the operation of the business, then each Member shall contribute its additional pro rata capital contribution within thirty (30) days of written notice from the Members.

Section 4.03Return of Contributions.

Each Member shall look solely to the assets of the Company for return of such Member’s Capital Contributions, and if the assets of the Company are insufficient to return such Capital Contributions, such Members shall have no recourse against any other Member for that purpose.  No Member may withdraw any part of its Capital Contribution or receive any distributions from the Company except upon dissolution of the Company or as specifically provided by this Agreement.

Section 4.04Loans.

No Member shall lend or advance money to or for the Company’s benefit without the written approval of the majority of the Members.  If any Member, with the written consent of the majority of the other Members, lends money to the Company in addition to its Capital Contribution to the Company, the loan shall be a debt of the Company to that Member and shall bear a market rate of interest to be approved in writing by the Members.  The liability shall not be regarded as an increase of the lending Member’s capital, and it shall not entitle the Member to any increased share of the Company’s net income, distributions, or voting rights.

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ARTICLE 5
PROFITS AND LOSSES

Section 5.01Interest in Profits and Losses.

The Company’s Profits and Losses shall be allocated among the Members in proportion to their respective Membership Interest.

Section 5.02Determination of Profits and Losses.

The Company’s Profits and Losses for each fiscal year shall be determined by the Company’s accountant in accordance with generally accepted accounting principles.

Section 5.03Transfer of Company Interest.

In the event a Member transfers all or part of such Member’s interest in the Company pursuant to Article 8, the Net Profit or Net Loss of the Company allocable to the Membership Interest transferred shall be prorated between the transferor and the transferee for the fiscal year in which such transfer occurs in accordance with the number of days of the fiscal year that each owned such Membership Interest.

Section 5.04Tax Status.

A.The Member shall prepare, or cause to be prepared, all tax returns which must be filed on behalf of the Company with any taxing authority and make timely filing thereof all at the expense of the Company.

B.For accounting and federal income tax purposes, all income, deductions, credits, gains and losses of the Company shall be allocated to the Members in accordance with their Membership Interest.  Any item stipulated to be a Company expense under the terms of this Agreement, or which would be so treated in accordance with generally accepted accounting principles, shall be treated as a Company expense for all purposes hereunder, whether or not such item is deductible for purposes of computing Net Income for federal income tax purposes.

7

Any elections or other decisions relating to allocations shall be made by the Members in any manner that reasonably reflects the purpose and intention of this Agreement.  Allocations made pursuant to this Section are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items of distributions pursuant to any provision of this Agreement.

Section 5.05Company Formation Expenses.

All fees incurred in the formation of the Company, the Company’s Articles of Organization, and the Operating Agreement shall be deemed Company expenses and shall be paid out of Company funds.  To the extent that the Member has incurred such Company expenses, Company shall reimburse the Member out of Company funds.

Section 5.06Cash Distribution to Members.

Not less than annually, the Manager shall determine the funds on hand with the Company in excess of all reasonable cash requirements that can be distributed to the Members in accordance with their Membership Interest.

ARTICLE 6
ACCOUNTING

Section 6.01Fiscal Year.

The Company’s fiscal year shall be from January 1 to December 31.

Section 6.02Accountants.

The Manager shall select an accounting firm for the purposes of preparing all required Company reports and for the purposes of preparing quarterly and annual reports to the Members.  Such accounting firm shall perform all other services required as determined by the Manager.

Section 6.03Company Books.

Proper and complete books of account of the Company shall be kept at the Company’s principal place of business or such other place as the Manager shall designate.  To

8

the extent required by law, such books shall be maintained at Company’s registered office.

Section 6.04Capital Account.

The Company’s accounting firm shall maintain all required capital accounts and provide all required capital accounting for the Company and the Members.

Section 6.05Bank Accounts.

Funds of the Company shall be deposited in a Company account or accounts in such bank or banks as approved by the Manager.  Withdrawals from such back accounts shall be made only by parties previously approved, in writing, by the Manager.

Section 6.06Annual Report.

An Annual Report shall be prepared within one hundred twenty (120) days after the end of each fiscal year of the Company.  This Report shall consist of at least a copy of the Company’s federal income tax returns for such year and any additional information that the Members may require.

ARTICLE 7
BUSINESS OPERATIONS

Section 7.01Principal Place of Business.

The principal office and place of business of the Company shall be at 950 West Mesquite Blvd., Mesquite, Nevada 89027, or at such other place as the Members shall from time to time determine.

Section 7.02Resident Agent.

The name and address of the Resident Agent for service of process is Keefer, O’Reilly & Ferrario, 325 South Maryland Parkway, Las Vegas, NV 89101.

Section 7.03Title.

Title to the assets and the property of the Company shall be held in the name of the Company.

Section 7.04Management.

The Manager shall manage the day-to-day operations and affairs of the Company and make Company business decisions.

9

Section 7.05Responsibility for Books and Records.

Proper and complete books of account shall be kept in which shall be entered fully and accurately all transactions and other matters relative to the Company’s business as are usually entered into records and books of account maintained by persons engaged in businesses of a like character.  The Company books and records shall be prepared in accordance with generally accepted accounting practice consistently applied and shall be kept on the cash basis.  The books and records shall at all times be maintained at the principal place of business of the Company and shall be open to the inspection and examination by the Members.

ARTICLE 8
SALE OR TRANSFER OF AN INTEREST

Section 8.01Restrictions on Transfer.

A.No Membership Interest may be transferred except by the unanimous written consent of all non-transferring Members, and then only in accordance with this Article 8.  If any Transfer is not unanimously approved by the non-transferring Members or is not otherwise made in accordance with this Article 8, the Company shall terminate and be dissolved in accordance with Article 9 unless the non-transferring Members specifically consent in writing to the continuation of the Company.  In either case, the transferee of the Membership Interest shall have no right to become a Member and shall have no right to participate in the management and/or affairs of the Company.  The transferee in such case shall only be entitled to receive the share of the profits or other compensation by way of income, and the return of capital contributions, to which the transferring Member would have been entitled.

10

B.This Article shall apply to all Transfers of a Membership Interest (now owned or hereafter acquired) by the Members; whether voluntary, involuntary, by operation of law, or resulting from death, or otherwise, and shall include assignment, encumbrance, pledge, disposal, sale, exchange, delivery, hypothecation, and transfer, all referred to as “Transfer.”  For all purposes of this Agreement, an involuntary lifetime transfer shall include the entry of a final Order of a Court in a divorce proceeding that is not subject to appeal directing transfer of the interest, or any transfer occasioned by a separation agreement in a divorce proceeding that is not subject to appeal.

Section 8.02Bona Fide Offer by Third Party.

A Member who receives an offer to purchase acceptable to him or desires to sell any or all of his Membership Interest to a person not a party to this Agreement (herein referred to as the “Offering Member”) shall first offer in writing such interest for sale to the other Members (herein referred to as the “Nonoffering Members”).  The Nonoffering Members will have the first right of refusal, at the same price and terms offered by a bona fide prospective purchaser.  The terms and conditions of the purchase offer shall be fully revealed to the Nonoffering Members by written notice duly given specifying such information as shall include but not be limited to:

(i)Name and address of the prospective purchaser;

(ii)Relationship to Offering Member;

(iii)Price; and

(iv)Method and terms of payment.

For all proposes of this Section 8.02, a “bona fide prospective purchaser” must be a person or persons financially capable of carrying out the terms of such offer in a form legally enforceable against such person.

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In the event that the aforementioned offer is not accepted by the Nonoffering Members within forty-five (45) days after receipt of said written offer and the Nonoffering Members have unanimously consented in writing to the Transfer, the Offering Member shall have the right to sell said interest only to the person disclosed as the bona fide prospective purchaser and only upon such terms as specified in the notice hereinabove referenced.  Such sale must be made within sixty (60) days after the expiration of such forty-five-day (45-day) period or within sixty (60) days after the written refusal of the Company or the Nonoffering Members to accept such offer.  In the event such sale is not completed as aforesaid, it may not be made or effectuated.  The restrictions imposed by this Article shall then remain in force and continue to be effective as if no offer to sell had been made.  In the event such sale is completed as aforesaid, and the Nonoffering Members have unanimously consented in writing to the Transfer, the transferee shall become a Member of the Company.  If the Nonoffering Members have not unanimously consented in writing to the Transfer, the transferee shall not become a Member of the Company, shall have no right to become a Member and shall have no right to participate in the management and/or affairs of the Company.  The transferee in such case shall only be entitled to receive the share of the profits or other compensation by way of income, and the return of capital contribution, to which the Offering Member would have been entitled.

Section 8.03Involuntary Transfer.

Upon the (i) bankruptcy or insolvency of a Member or (ii) appointment of a receiver of the assets of a Member (if said appointment is not vacated within sixty (60) days after same becomes effective), the Company shall dissolve unless all remaining Members unanimously consent in writing to continue the business of the Company, in which event the Company shall purchase, and the Member, or the bankruptcy estate or bankruptcy trustee of the

12

Member, or the receiver, as the case may be, shall sell all the interest in the Company now owned or hereafter acquired by such Member.  The purchase price of the interest shall equal its value computed in accordance with the provisions of Section 8.04 of this Article and be paid pursuant to Section 8.06 hereafter.

Section 8.04Purchase Price of Interest.

In the event of the purchase of an interest by the Company pursuant to Section 8.03, or sale of a Membership Interest without a third party bona fide offer, the purchase price shall be determined either by:

A.The sum of:

(i)The value of the Company or the Member’s Membership Interest, as the case may be, set forth in the most recent certificate of value duly executed; and

(ii)The amount of the net earnings or losses of the Company or Member, as the case may be, from the valuation date of such last duly executed certificate of value to the end of the fiscal year next preceding the date of sale;

or, in the event the procedure under A(i) is unavailable,

B.A valuation of the interest without any minority discount determined as follows:

(i)The selling Member shall select an appraiser, and the Company or purchasing Member shall select an appraiser.  The two appraisers so selected shall then appoint a third neutral appraiser.

(ii)Each appraiser shall conduct an appraisal of the interest within ninety (90) days of selection of the neutral appraiser.

(iii)If any two appraisals shall disclose values which do not differ by more than ten percent (10%) from each other, then the average of those two appraisals shall be deemed the value of the interest.

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 (iv)If no two of the appraisals are identical or within ten percent (10%) of each other, then the average of the two appraisals closest in value shall be deemed the value of the interest.

Section 8.05Value of Interest Purchased; Insufficient Surplus.

It is understood and agreed between the Members hereto that the price determined in accordance with Section 8.04 is the full agreed value of the Company or Member subject to this Article; that except as otherwise provided in this Article, such certified value shall in no manner be altered; and that all assets, both tangible and intangible, if any, as well as all liabilities, including mortgages, liens, or other encumbrances of any kind whatsoever, if any, or upon the assets of the Company or Member have been considered in determining the said value, including insurance proceeds, if any.

If, at the time the Company is required to make payment in purchase of the interest of an Offering Member and its surplus is insufficient for such purposes, then:

(i)The entire surplus shall be used to purchase part of the interest of the Offering Member; and

(ii)The Company and the Nonoffering Members shall promptly take all required action to either increase the capital contributions of the Nonoffering Members or make a loan to the Company to the extent necessary for the redemption of the unredeemed interest.  Payment for the interest so redeemed shall be made at its value as determined under Section 8.04.

If the Company is unable to increase the capital contributions of the Nonoffering Members to the extent necessary for such redemption, then the Nonoffering Members shall purchase the remaining amount of such unredeemed interest on the same terms and conditions as the Company.  Such purchases shall occur prior to said redemption.

Section 8.06Payments Terms.

The redemption or purchase price of the interest of a Member determined in accordance with Section 8.04 shall be paid in the following manner:

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A.There shall first be credited against such redemption or purchase price the amount of any indebtedness due and payable to the Company by the Member.

B.Twenty percent (20%) of the redemption price, but not less than Ten Thousand Dollars ($10,000), shall be paid ninety (90) days following the exercise of any right of first refusal granted the Company hereunder.

C.            The balance of the redemption or purchase price shall be paid in sixty (60) equal monthly installments with interest thereon at the applicable Bank of America publicly announced rate, plus two percent (2%), in effect at the time the loan is made.  Such payment shall be evidenced by a promissory note, and said note shall be delivered to the Member concurrent with the tender of the initial payment.  The first installment shall be due and owing on the anniversary date of the first payment

The Company or the Remaining Members, if applicable, shall have the right to prepay without penalty any portion or all of the balance of the redemption price at any payment date, including the date of the fast payment, with interest computed to the date of payment.

Section 8.07Transferee Restrictions.

In the event that at any time or from time to time any Membership Interest is Transferred to any party pursuant to the provisions of this Article, the transferee shall take such Membership Interest pursuant to all provisions, conditions, and covenants of this Article, and as a condition precedent to the Transfer of such Membership Interest, the transferee shall agree and acknowledge (for and on behalf of himself or itself, his or its legal representatives, and his or its transferees and assigns) in writing that he is bound by all provisions of this Article as a party hereto.

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Section 8.08Closing Requirements.

Upon the closing of any purchase of any Membership Interest pursuant to this Article, the seller shall deliver to the purchaser such assignments, certificates of authority, tax releases, consents to Transfer, instruments, and evidences of title of the seller and of his (or its) compliance with this Article as may be reasonably required by the purchaser (or by counsel for the purchaser).

Any purchase or redemption by the Company or Members pursuant to any of the terms and provisions of this Article contemplate that any said Transfer of interest shall be free and clear of all taxes (not including Seller’s income tax liability), debts, claims, or encumbrances of any kind whatsoever, except for those represented by promissory notes, if any, given hereunder.

Any closing of the purchase of any Membership Interest pursuant to this Article shall be held at the offices of the then counsel to the Company.

Section 8.09Specific Performance.

Each Member in furtherance of the terms of this Article will at all times execute all documents necessary to effectuate the purposes of this Article.  Each Member further agrees that the Membership Interests in the Company are unique, that failure to perform the obligations provided by this Article will result in irreparable damage, and that specific performance of these obligations may be obtained by suit in equity.

Section 8.10Strict Compliance.

Strict compliance shall be required with each and every provision adds Article, it being understood and agreed that no Member shall, as set forth in Section 8.01 hereof, have the right or power to sell or assign any of his Membership Interest except in strict compliance with the procedures set forth in this Article.

Section 8.11Acquisition of Interest.

In all instances where the Company is legally obligated to purchase the Membership Interest of a Member under this Agreement and is legally prevented under the laws

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of its jurisdiction of incorporation, or for any other reason whatsoever, from purchasing any of the Membership Interest that it is obligated to purchase, then the Members or other Members as the case may be, pro rata in proportion to their Membership Interest or in such other proportion as they shall otherwise mutually agree upon in writing duly ratified by a vote of the Members, shall be required to purchase that part, even to the extent of all the Membership Interest that the Company is legally prevented from purchasing, at the price and upon the terms set forth in the applicable governing paragraph of this Article; and all references herein to the Company with respect to such purchase shall be deemed to be references to the Company and/or to such Members or other Members as the case may be.  Provided further, wherever pursuant to this Article the Member or other Members as the case may be are given the right but not the obligation to acquire another Member’s Membership Interest in default of the Company’s acting to acquire said interest, the acquiring Members or any one or more of them may acquire said interest but only pro rata in proportion to their Membership Interest then existing in the Company, recomputed as if the Membership Interest being purchased did not exist, or in such other proportion as they shall otherwise mutually agree upon in writing.  Provided further, however, nothing contained in this Paragraph shall obligate a Member to acquire another Member’s Interest unless the applicable governing paragraph of this Article explicitly requires such a result.

ARTICLE 9
TERM AND TERMINATION

Section 9.01Duration.  The Company shall continue:

A.Until all interests in the property acquired by it have been sold or disposed of or have been abandoned; or

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B.Until dissolved and terminated as provided for hereinbelow.

Section 9.02Termination of Company.

The Company shall be terminated by the bankruptcy, withdrawal, or expulsion of any Member; by the assignment by any Member of its interest; or by the admission of a new Member unless the remaining Members specifically consent in writing to the continuation of the Company.

Section 9.03Dissolution of Company.

The Company shall be dissolved only upon the occurrence of any of the following events:

A.The written consent or affirmative vote to dissolve the Company by Members owning more than sixty-seven percent (67%) of the Membership Interests;

B.The disposition or sale of all Interest in the Company assets; or

C.The entry of a dissolution decree or judicial order by a court of competent jurisdiction or by operation of law.

Section 9.04Distribution Upon Termination.

In the event of dissolution and final termination, the Manager shall wind-up the affairs of the Company, shall sell all the Company assets as promptly as is consistent with obtaining, insofar as possible, the fair value thereof after paying all liabilities, including all costs of dissolution, and subject to the right of the Manager to set up cash reserves to meet liabilities or obligations of the Company, and shall distribute the remainder ratably to the Members pursuant to the relevant provisions of this Agreement.

Section 9.05Procedure Upon Dissolution.

Upon any dissolution and termination of the Company under this Agreement or applicable law, except as otherwise provided in this Agreement, the continuing operation of the Company’s business shall be confined to those activities reasonably necessary to wind up the

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Company’s affairs, discharge its obligations, and either liquidate the Company’s asset and deliver the proceeds of liquidation or preserve and distribute its assets in kind promptly on dissolution.  A notice of dissolution shall be published under applicable Nevada law or as otherwise appropriate.

Section 9.06Winding Up of the Company.

Upon the dissolution of the Company, the proceeds from the liquidation of the assets of the Company and collection of the receivables of the Company, together with the assets distributed in kind, to the extent sufficient therefore, shall be applied and distributed in the following order of priority:

A.To the payment and discharge of all of the Company’s debts and liabilities and the expenses of liquidation;

B.To the creation of any reserves which the Manager deems necessary for any contingent or unforeseen liabilities or obligations of the Company;

C.To the payment and discharge of all of the Company’s debts and liabilities owing to Members, but if the amount available for payment is insufficient, then pro rata in proportion to the amount of the Company debts and liabilities owing to each Member;

D.To the Members according to their respective Membership interest.

Section 9.07Gains or Losses in Process of Liquidation.

Any gain or loss on disposition of Company properties in the process of liquidation shall be credited or charged to the Members in accordance with their Membership Interest.  Any property distributed in kind in the liquidation shall be valued and treated as though the property were sold and the cash proceeds were distributed.  The difference between the value of property distributed in kind and its book value shall be treated as a gain or loss on sale of the property and shall be credited or charged to the Members in accordance with their Membership

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Interest, subject, however, to any allocation of gain or loss which may otherwise be required under the Internal Revenue Code of 1986, as amended.

ARTICLE 10
MISCELLANEOUS

Section 10.01Amendments.

This Agreement may be amended at any time and from time to time only by the written agreement of all the Members.

Section 10.02Notices.

Any written notice to any of the Members required or permitted under this Agreement shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the second day after mailing if mailed to the party to whom notice is to be given, by registered or certified mail, postage prepaid, and addressed to the party at its last known address.  Notices to the Company shall be similarly given and addressed to it at its principal place of business.

Section 10.03Governing Law.

This Agreement is intended to be performed in the State of Nevada, and the laws of that State shall govern its interpretation and effect.

Section 10.04Severability.

If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

Section 10.05Entire Agreement.

This Agreement contains the entire agreement of the Members relating to the rights granted and obligations assumed under this Agreement.  Any oral representations or modifications concerning this Agreement shall be of no force or effect unless contained in a subsequent written modification signed by the Member to be charged.

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Section 10.06Binding Effect.

Except as otherwise provided in this Agreement, every covenant, term, and provision of this Agreement shall be binding upon and inure to the benefit of the Members and their respective heirs, legatees, legal representatives, successors, transferees, and assigns.

Section 10.07Construction.

Every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Member.

Section 10.08Time.

Time is of the essence with respect to this Agreement.

Section 10.09Headings.

Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.

Section 10.10Incorporation by Reference.

Any exhibit or schedule attached to this Agreement and referred to herein is hereby incorporated in this Agreement by reference.

Section 10.11Variation of Pronouns.

All pronouns and any variations thereof shall be deemed to refer to masculine, feminine or neuter, singular or plural as the identity of the person or persons may require.

Section 10.12Waiver of Action for Partition.

Each of the Members irrevocably waives any right that he may have to maintain any action for partition with respect to any of the Company property.

Section 10.13Counterpart Execution.

This Agreement may be executed in any number of counterparts with the same effect as if all of the Members had signed the same document.  All counterparts shall be construed together and shall constitute one agreement.

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Section 10.14Further Documents.

Each Member agrees to perform any further acts and to execute and deliver any further documents reasonably necessary or proper to carry out the intent of this Agreement.

Section 10.15Attorneys’ Fees.

If an action is instituted to enforce the provisions of this Agreement, the prevailing party or parties in such action shall be entitled to recover from the losing party or parties its or their reasonable attorneys’ fees and costs as set by the court.

Section 10.16Elections Made by Company.

All elections required or permitted to be made by the Company under the Internal Revenue Code shall be made by the Members in such manner as will in their judgment be most advantageous to a majority in interest of the Members.

In Witness Whereof, the Member has executed this Agreement on the day above written.

MEMBER:		RBG, LLC
	By:	/s/ Robert R. Black
		Robert R. Black, Sr. – Manager

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SCHEDULE A

Initial Capitalization

MEMBER	AMOUNT		MEMBERSHIP INTEREST
RBG, LLC	$	1,000.00	100	%

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EX-3.24

Exhibit 3.24

OPERATING AGREEMENT
OF
OASIS INTERVAL OWNERSHIP, LLC

ARTICLE I
OFFICES

Section 1.Principal Office - The principal office of the Company shall be as set forth in its Articles of Organization.

Section 2.Additional Offices - The Company may have such additional offices at such other place within or without the State of its organization as the Members may from time to time determine or as the business elfin Company may require.

ARTICLE II
MEETINGS

Section 1.Annual Meeting - An annual meeting of Members shall be held within five (5) months after the close of the fiscal year of the Company on such date and at the time and place (either within or without the State of its organization) as shall be fixed by the Members.  At the annual meeting the Members shall elect an Operating Manager and other officers and transact such other business as may properly be brought before the meeting.

Section 2.Special Meeting - A special meeting of Members may be called at any time by the Operating Manager and shall be called by the Operating Manager at the request in writing of a majority of the Members entitled to vote at such meeting.  Any such request shall state the purpose or purposes of the proposed meeting.  Business transacted at any special meeting of Members shall be confined to the purposes set forth in the notice thereof.

Section 3.Notice of Meetings - Written notice of the time, place and purpose of every meeting of Members (and, if other than an annual meeting, the person or persons at whose discretion the meeting is being called), shall be given by the Operating Manager to each Member of record entitled to vote at such meeting, not less than ten nor more than fifty days prior to the date set for the meeting.  Notice shall be given either personally or by mailing said notice by first class mail to each Member at his address appearing on therecord book of the Company or at such other address supplied by him in writing to the Operating Manager of the Company for the purpose of receiving notice.

A written waiver of notice setting forth the purposes of the meeting for which notice is waived, signed by the person or persons entitled to such notice, whether before or after the time of the meeting stated therein, shall be deemed equivalent to the giving of such notice.  The

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attendance by a Member at a meeting either in person or by proxy without protesting the lack of notice thereof shall constitute a waiver of notice of such Member.

All notices given with respect to an original meeting shall extend to any and all adjournments thereof and such business as might have been transacted at the original meeting may be transacted at any adjournment thereof; no notice of any adjourned meeting need be given if an announcement of the time and place of the adjourned meeting is made at the original meeting.

Section 4.Quorum - The holders of a majority in interest of the Members present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of members except as otherwise provided by statute or the Articles of Organization.  A Member’s interest in the Company shall be in proportion to his contribution to the capital of the Company adjusted from time to time to reflect additions or withdrawals.  The phrase “a majority in interest of the Members” shall mean Members who, in the aggregate, shall have Capital Contributions in excess of fifty (50%) percent of the total Capital Contributions of all of the Members.  If, however, a quorum shall not be present or represented at any meeting of Members, the Members entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.  When a quorum is once present to organize a meeting, such quorum is not deemed broken by the subsequent withdrawal of any Members.

Section 5.Voting - Every Member entitled to vote at any meeting shall be entitled to vote in accordance with his interest in the Company held by him of record on the date fixed as the record date for said meeting and may so vote in person or by proxy.  Any Company action shall be authorized by a majority in interest of the votes cast by the Members entitled to vote thereon except as may otherwise be provided by statute, the Articles of Organization or this Operating Agreement.

Section 6.Proxies - - Every proxy must be signed by the Member entitled to vote or by his duly authorized attorney-in-fact and shall be valid only if filed with the Operating Manager of the Company prior to the commencement of voting on the matter in regard to which said proxy is to be voted.  No proxy shall be valid after the expiration of eleven months from the date of its execution unless otherwise expressly provided in the proxy.  Every proxy shall be revocable at the pleasure of the person executing it except as otherwise provided by statute.  Unless the proxy by its terms provides for a specific revocation date and except as otherwise provided by statute, revocation of a proxy shall not be effective unless and until such^-revocation is executed in writing by the Member who executed such proxy and the revocation is filed with the Operating Manager of the Company prior to the voting of the proxy.

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Section 7.Members’ List - A list of Members as of the record date, certified by the Operating Manager of the Company shall be prepared for every meeting of Members and shall be produced by the Operating Manager thereat.

Section 8.Inspectors at Meetings - In advance of any Members’ meeting, the Members may appoint one or more inspectors to act at the meeting or at any adjournment thereof and if not so appointed the person presiding at any such meeting may, and at the request of any Member entitled to vote thereat shall, appoint one or more inspectors.  Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.

Section 9.Conduct of Meeting - All meetings of Members shall be presided over by the Operating Manager, or if he is not present, by a Member thereby chosen by the Members at the meeting.  The Operating Manager or the person presiding at the meeting shall appoint any person present to act as secretary of the meeting.

ARTICLE III
COMMITTEES

The Members, by resolution of a majority in interest of the Members, may designate from among themselves one or more committees, each consisting of three or more Members, and each of which, to the extent provided in such resolution, shall have all the authority of the Members except that no such committee shall have authority as to any of the following matters:

a)The filling of vacancies in any committee;

b)The fixing of compensation of the Members for serving on any committee;

c)The amendment or repeal of this Operating Agreement or the adoption of a new Operating Agreement; and

d)The amendment or repeal of any resolution of the Members which by its terns shall not be so amendable or repealable.

The Members may designate one or more Members as alternate members of any such committee who may replace any absent member or members at any meeting of such committee.

Each such committee shall serve at the pleasure of the Members.  The Members shall have the power at any time to fill vacancies in, to change the membership of, or to discharge any such committee.  Committees shall keep minutes of their proceedings and shall report the same to the Members at the meeting of the Members next succeeding, and any action by the committee shall be subject to revision and alteration by the Members, provided that no rights of a third party shall be affected in any such revision or alteration.

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ARTICLE IV
OFFICERS

Section 1.Executive Officers - The officers of the Company shall be an Operating Manager, a Secretary and a Treasurer and such other officers as the Members may determine.  Any two or more offices may be held by the same person.

Section 2.Election - - The Operating Manager and the other officers shall be chosen by the Members and shall hold office for the term for which elected and until their successors have been elected and qualified.  The Members may from time to time appoint all such other officers as they determine and such officers shall hold office from the time of their appointment and qualifications until the time at which their successors are appointed and qualified.  A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Members.

Section 3.Removal - - Any officer may be removed from office by the Members at any time with or without cause.

Section 4.Delegation of Powers - The Members may from time to time delegate the powers or duties of any officer of the Company, in the event of his absence or failure to act otherwise, to any other officer or Member or person whom they may select.

Section 5.Compensation - - The compensation of each officer shall be such as the Members may from time to time determine.

Section 6.Operating Manager - The Operating Manager shall be the chief executive officer of the Company and shall have general charge of the business and affairs of the Company, subject, however, to the right of the Members to confer specified powers on officers and subject generally to the direction of the Members.

Unless otherwise ordered by the Members, the Operating Manager, or in the event of his inability to act, an officer designated by the Members, shall have full power and authority on behalf of the Company to attend and to act and to vote at any meeting of security holders of companies in which the Company may hold securities, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such securities, and which, as the owner thereof, the Company might have possessed and exercised, if present.  The Members by resolution from time to time may confer like powers upon any other person or persons.

Section 7.Secretary. - - The Secretary shall keep the minutes of all meetings and record all votes of Members and committees in a book to be kept for that purpose.  He shall give or cause to be given any required notice of meetings of Members or any committee, and shall be responsible for preparing or obtaining from a transfer agent appointed by the Members, the list of Members required by Article II, Section 7 hereof.  He shall be the custodian of the seal of the Company and shall affix or cause to be affixed the seal to any instrument requiring it and attest

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the same and exercise the powers and perform the duties incident to the office of Secretary subject to the direction of the Members.

Section 8.Treasurer - - Subject to the direction of the Members, the Treasurer shall have charge of the general supervision of the funds and securities of the Company and the books of account of the Company and shall exercise the powers and perform the duties incident to the office of the Treasurer.  If required by the Members, he shall give the Company a bond in such sum and with such sureties as may be satisfactory to the Members for the faithful discharge of his duties.

Section 9.Other Officers - - All other officers, if any, shall have such authority and shall perform such duties as may be specified from time to time by the Members.

ARTICLE V
RESIGNATIONS

Any officer of the Company or any member of any committee of the Members, may resign at any time by giving written notice to the Members, the Operating Manager or the Secretary.  Any such resignation shall take effect at the time specified therein or, if the time is not specified therein, upon the receipt thereof, irrespective of whether any such resignations shall have been accepted.

ARTICLE VI
CERTIFICATES REPRESENTING MEMBERSHIP

Section 1.Form of Certificates - Each Member shall be entitled to a certificate or certificates in such form as prescribed by the Members and by any applicable statutes, which Certificate shall certify the interest of the Member in the Company.  The Certificates shall be numbered and registered in the order in which they are issued and upon issuance the name in which each Certificate has been issued together with the interest in the Company represented thereby and the date of issuance shall be entered in the Membership book of the Company by the Secretary or by the transfer agent of the Company.  Each certificate shall be signed by the Operating Manager and countersigned by the Secretary and shall be sealed with the Company Seal or a facsimile thereof.  The signatures of the officers upon a certificate may also be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Company itself or an employee of the Company.  In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before the certificate is issued, such certificate may be issued by the Company with the same effect as if the officer had not ceased to be such at the time of its issue.

Section 2.Record Date for Members - For the purpose of determining the Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof or to express consent or dissent from any proposal without a meeting, or for the purpose of determining the Members entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Members may fix, in advance, a date as the record date for any such determination of Members.  Such date shall not be more than fifty nor

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less than ten days before the date of any meeting nor more than fifty days prior to any action taken without a meeting, the payment of any dividend or the allotment of any rights, or any other action.  When a determination of Members of record entitled to notice of or to vote at any meeting of Members has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Members fix a new record date under this Section for the adjourned date.

Section 3.Members of Record - The Company shall be entitled to treat the holder of record of any Membership certificate as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such membership interest on the part of any other person whether or not it shall have express or other notice thereof except as otherwise provided by the laws of the State of its organization.

ARTICLE VII
STATUTORY NOTICES

The Members may appoint the Treasurer or any other officer of the Company to cause to be prepared and furnished to members entitled thereto any special financial notice and/or statement which may be required by any applicable statute.

ARTICLE VIII
FISCAL YEAR

The fiscal year of the Company shall be fixed by the Members by resolution duly adopted, and, from time to time, by resolution duly adopted the Members may alter such fiscal year.

ARTICLE IX
COMPANY SEAL

The Company seal shall have inscribed thereon the name of the Company, the year and state of its creation and the words “ A Limited Liability Company” and shall be in such form and contain such other words and/or figures as the Members shall determine.  The Company seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said Company seal.

ARTICLE X
BOOKS AND RECORDS

There shall be maintained at the principal office of the Company books of account of all the Company’s business and transactions.

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There shall be maintained at the principal office of the company or at the office of the Company’s transfer agent a record containing the names and addresses of all Members, the number and class of membership interest held by such and the dates when they respectively became the owners of record thereof.

ARTICLE XI
INDEMNIFICATION OF OFFICERS,
EMPLOYEE AND AGENTS

Any person made or threatened to be made a party to an action or proceeding, whether civil or criminal, by reason of the fact that he, his testator or intestate, then, is, or was a manager, member, employee or agent of the Company, or then serves or has served on behalf of the company in any capacity at the request of the Company, shall be indemnified by the Company against reasonable expenses, judgments, fines and amounts actually an necessarily incurred in connection with the defense of such action or proceeding or in connection with an appeal therein, to the fullest extent permissible by the laws of the State of Nevada.  Such right of indemnification shall not be deemed exclusive of any other rights to which such person may be entitled.

ARTICLE XII
AMENDMENTS

The Members entitled at the time to vote by vote of a majority in interest of the Members, shall have the power to amend or repeal this Operating Agreement, and to adopt a new Operating Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the 13^th day of June, 2001. 

Operating Manager:	/s/ Robert R. Black
	Robert R. Black, Sr.
Sole Member:	CasaBlanca Resorts, LLC
	By:	RBG, LLC
	Its:	Manager
	By:	/s/ Randy R. Black
		Randy R. Black, Sr.
	Its:	Manager

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EX-3.25

Exhibit 3.25

OPERATING AGREEMENT
OF
OASIS INTERVAL MANAGEMENT, LLC

ARTICLE I
OFFICES

Section 1.Principal Office - The principal office of the Company shall be as set forth in its Articles of Organization.

Section 2.Additional Offices - The Company may have such additional offices at such other place within or without the State of its organization as the Members may from time to time determine or as the business of the Company may require.

ARTICLE II
MEETINGS

Section 1.Annual Meeting - An annual meeting of Members shall be held within five (5) months after the close of the fiscal year of the Company on such date and at the time and place (either within or without the State of its organization) as shall be fixed by the Members.  At the annual meeting the Members shall elect an Operating Manager and other officers and transact such other business as may properly be brought before the meeting.

Section 2.Special Meeting - A special meeting of Members may be called at any time by the Operating Manager and shall be called by the Operating Manager at the request in writing of a majority of the Members entitled to vote at such meeting.  Any such request shall state the purpose or purposes of the proposed meeting.  Business transacted at any special meeting of Members shall be confined to the purposes set forth in the notice thereof.

Section 3.Notice of Meetings - Written notice of the time, place and purpose of every meeting of Members (and, if other than an annual meeting, the person or persons at whose discretion the meeting is being called), shall be given by the Operating Manager to each Member of record entitled to vote at such meeting, not less than ten nor more than fifty days prior to the date set for the meeting.  Notice shall be given either personally or by mailing said notice by first class mail to each Member at his address appearing on therecord book of the Company or at

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such other address supplied by him in writing to the Operating Manager of the Company for the purpose of receiving notice.

A written waiver of notice setting forth the purposes of the meeting for which notice is waived, signed by the person or persons entitled to such notice, whether before or after the time of the meeting stated therein, shall be deemed equivalent to the giving of such notice.  The attendance by a Member at a meeting either in person or by proxy without protesting the lack of notice thereof shall constitute a waiver of notice of such Member.

All notices given with respect to an original meeting shall extend to any and all adjournments thereof and such business as might have been transacted at the original meeting may be transacted at any adjournment thereof; no notice of any adjourned meeting need be given if an announcement of the time and place of the adjourned meeting is made at the original meeting.

Section 4.Quorum - The holders of a majority in interest of the Members present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of members except as otherwise provided by statute or the Articles of Organization.  A Member’s interest in the Company shall be in proportion to his contribution to the capital of the Company adjusted from time to time to reflect additions or withdrawals.  The phrase “a majority in interest of the Members” shall mean Members who, in the aggregate, shall have Capital Contributions in excess of fifty (50%) percent of the total Capital Contributions of all of the Members.  If, however, a quorum shall not be present or represented at any meeting of Members, the Members entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.  When a quorum is once present to organize a meeting, such quorum is not deemed broken by the subsequent withdrawal of any Members.

Section 5.Voting - Every Member entitled to vote at any meeting shall be entitled to vote in accordance with his interest in the Company held by him of record on the date fixed as the record date for said meeting and may so vote in person or by proxy.  Any Company action shall be authorized by a majority in interest of the votes cast by the Members entitled to vote thereon except as may otherwise be provided by statute, the Articles of Organization or this Operating Agreement.

Section 6.Proxies - Every proxy must be signed by the Member entitled to vote or by his duly authorized attorney-in-fact and shall be valid only if filed with the Operating Manager of the Company prior to the commencement of voting on the matter in regard to which said proxy is to be voted.  No proxy shall be valid after the expiration of eleven months from the date of its execution unless otherwise expressly provided in the proxy.  Every proxy shall be revocable at the pleasure of the person executing it except as otherwise provided by statute.  Unless the proxy by its terms provides for a specific revocation date and except as otherwise provided by statute, revocation of a proxy shall not be effective unless and until such revocation is executed in writing by the Member who executed such proxy and the revocation is filed with the Operating Manager of the Company prior to the voting of the proxy.

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Section 7.Members’ List - A list of Members as of the record date, certified by the Operating Manager of the Company shall be prepared for every meeting of Members and shall be produced by the Operating Manager thereat.

Section 8.Inspectors at Meetings - In advance of any Members’ meeting, the Members may appoint one or more inspectors to act at the meeting or at any adjournment thereof and if not so appointed the person presiding at any such meeting may, and at the request of any Member entitled to vote thereat shall, appoint one or more inspectors.  Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.

Section 9.Conduct of Meeting - All meetings of Members shall be presided over by the Operating Manager, or if he is not present, by a Member thereby chosen by the Members at the meeting.  The Operating Manager or the person presiding at the meeting shall appoint any person present to act as secretary of the meeting.

ARTICLE III
COMMITTEES

The Members, by resolution of a majority in interest of the Members, may designate from among themselves one or more committees, each consisting of three or more Members, and each of which, to the extent provided in such resolution, shall have all the authority of the Members except that no such committee shall have authority as to any of the following matters:

a)The filling of vacancies in any committee;

b)The fixing of compensation of the Members for serving on any committee;

c)The amendment or repeal of this Operating Agreement or the adoption of a new Operating Agreement; and

d)The amendment or repeal of any resolution of the Members which by its terms shall not be so amendable or repealable.

The Members may designate one or more Members as alternate members of any such committee who may replace any absent member or members at any meeting of such committee.

Each such committee shall serve at the pleasure of the Members.  The Members shall have the power at any time to fill vacancies in, to change the membership of, or to discharge any such committee.  Committees shall keep minutes of their proceedings and shall report the same to the Members at the meeting of the Members next succeeding, and any action by the committee shall be subject to revision and alteration by the Members, provided that no rights of a third party shall be affected in any such revision or alteration.

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ARTICLE IV
OFFICERS

Section 1.Executive Officers - The officers of the Company shall be an Operating Manager, a Secretary and a Treasurer and such other officers as the Members may determine.  Any two or more offices may be held by the same person.

Section 2.Election - The Operating Manager and the other officers shall be chosen by the Members and shall hold office for the term for which elected and until their successors have been elected and qualified.  The Members may from time to time appoint all such other officers as they determine and such officers shall hold office from the time of their appointment and qualifications until the time at which their successors are appointed and qualified.  A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Members.

Section 3.Removal - Any officer may be removed from office by the Members at any time with or without cause.

Section 4.Delegation of Powers - The Members may from time to time delegate the powers or duties of any officer of the Company, in the event of his absence or failure to act otherwise, to any other officer or Member or person whom they may select.

Section 5.Compensation - The compensation of each officer shall be such as the Members may from time to time determine.

Section 6.Operating Manager - The Operating Manager shall be the chief executive officer of the Company and shall have general charge of the business and affairs of the Company, subject, however, to the right of the Members to confer specified powers on officers and subject generally to the direction of the Members.

Unless otherwise ordered by the Members, the Operating Manager, or in the event of his inability to act, an officer designated by the Members, shall have full power and authority on behalf of the Company to attend and to act and to vote at any meeting of security holders of companies in which the Company may hold securities, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such securities, and which, as the owner thereof, the Company might have possessed and exercised, if present.  The Members by resolution from time to time may confer like powers upon any other person or persons.

Section 7.Secretary - The Secretary shall keep the minutes of all meetings and record all votes of Members and committees in a book to be kept for that purpose.  He shall give or cause to be given any required notice of meetings of Members or any committee, and shall be responsible for preparing or obtaining from a transfer agent appointed by the Members, the list of Members required by Article II, Section 7 hereof.  He shall be the custodian of the seal of the Company and shall affix or cause to be affixed the seal to any instrument requiring it and attest

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the same and exercise the powers and perform the duties incident to the office of Secretary subject to the direction of the Members.

Section 8.Treasurer - Subject to the direction of the Members, the Treasurer shall have charge of the general supervision of the funds and securities of the Company and the books of account of the Company and shall exercise the powers and perform the duties incident to the office of the Treasurer.  If required by the Members, he shall give the Company a bond in such sum and with such sureties as may be satisfactory to the Members for the faithful discharge of his duties.

Section 9.Other Officers - All other officers, if any, shall have such authority and shall perform such duties as may be specified from time to time by the Members.

ARTICLE V
RESIGNATIONS

Any officer of the Company or any member of any committee of the Members, may resign at any time by giving written notice to the Members, the Operating Manager or the Secretary.  Any such resignation shall take effect at the time specified therein or, if the time is not specified therein, upon the receipt thereof, irrespective of whether any such resignations shall have been accepted.

ARTICLE VI
CERTIFICATES REPRESENTING MEMBERSHIP

Section 1.Form of Certificates - Each Member shall be entitled to a certificate or certificates in such form as prescribed by the Members and by any applicable statutes, which Certificate shall certify the interest of the Member in the Company.  The Certificates shall be numbered and registered in the order in which they are issued and upon issuance the name in which each Certificate has been issued together with the interest in the Company represented thereby and the date of issuance shall be entered in the Membership book of the Company by the Secretary or by the transfer agent of the Company.  Each certificate shall be signed by the Operating Manager and countersigned by the Secretary and shall be sealed with the Company Seal or a facsimile thereof.  The signatures of the officers upon a certificate may also be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Company itself or an employee of the Company.  In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before the certificate is issued, such certificate may be issued by the Company with the same effect as if the officer had not ceased to be such at the time of its issue.

Section 2.Record Date for Members - For the purpose of determining the Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof or to express consent or dissent from any proposal without a meeting, or for the purpose of determining the Members entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Members may fix, in advance, a date as the record date for any such determination of Members.  Such date shall not be more than fifty nor less than ten days before the date of any meeting nor more than fifty days prior to any action

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taken without a meeting, the payment of any dividend or the allotment of any rights, or any other action.  When a determination of Members of record entitled to notice of or to vote at any meeting of Members has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Members fix a new record date under this Section for the adjourned date.

Section 3.Members of Record - The Company shall be entitled to treat the holder of record of any Membership certificate as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such membership interest on the part of any other person whether or not it shall have express or other notice thereof except as otherwise provided by the laws of the State of its organization.

ARTICLE VII
STATUTORY NOTICES

The Members may appoint the Treasurer or any other officer of the Company to cause to be prepared and furnished to members entitled thereto any special financial notice and/or statement which may be required by any applicable statute.

ARTICLE VIII
FISCAL YEAR

The fiscal year of the Company shall be fixed by the Members by resolution duly adopted, and, from time to time, by resolution duly adopted the Members may alter such fiscal year.

ARTICLE IX
COMPANY SEAL

The Company seal shall have inscribed thereon the name of the Company, the year and state of its creation and the words “ A Limited Liability Company” and shall be in such form and contain such other words and/or figures as the Members shall determine.  The Company seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said Company seal.

ARTICLE X
BOOKS AND RECORDS

There shall be maintained at the principal office of the Company books of account of all the Company’s business and transactions.

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There shall be maintained at the principal office of the company or at the office of the Company’s transfer agent a record containing the names and addresses of all Members, the number and class of membership interest held by such and the dates when they respectively became the owners of record thereof.

ARTICLE XI
INDEMNIFICATION OF OFFICERS,
EMPLOYEE AND AGENTS

Any person made or threatened to be made a party to an action or proceeding, whether civil or criminal, by reason of the fact that he, his testator or intestate, then, is, or was a manager, member, employee or agent of the Company, or then serves or has served on behalf of the company in any capacity at the request of the Company, shall be indemnified by the Company against reasonable expenses, judgments, fines and amounts actually an necessarily incurred in connection with the defense of such action or proceeding or in connection with an appeal therein, to the fullest extent permissible by the laws of the State of Nevada.  Such right of indemnification shall not be deemed exclusive of any other rights to which such person may be entitled.

ARTICLE XII
AMENDMENTS

The Members entitled at the time to vote by vote of a majority in interest of the Members, shall have the power to amend or repeal this Operating Agreement, and to adopt a new Operating Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the 6^th day of June, 2001.

Operating Manager:	/s/ Robert R. Black
	Robert R. Black, Sr.
Secretary:
Treasurer:
Members:

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EX-3.26

Exhibit 3.26

BYLAWS
OF
OASIS RECREATIONAL PROPERTIES, INC.

ARTICLE I

1.Registered Office.

The registered office of the Corporation shall be located at Black & Lobello, Attorneys at Law, 6879A West Charleston Boulevard, Las Vegas, Nevada 89117, or at such other place within the State of Nevada as the Board of Directors may from time to time determine.

2.Other Offices.

The Corporation may also have offices at such other places both within and without the State of Nevada as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

STOCKHOLDERS

1.Annual Meeting.

The annual meeting of the stockholders shall be held at 9:00 a.m. on the first Monday of February of each year, or if that day is a legal holiday, then on the next day thereafter which is not a legal holiday, or at such other date and time as the Board of Directors shall determine, for the purpose of electing Directors and for the transaction of such other business as may properly come before the meeting.  If the election of Directors is not held on the day designated herein for any annual meeting of the stockholders, or any adjournment hereof, the Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as convenient.

2.Special Meeting.

Special meetings of the stockholders may be called for any purpose or purposes at any time by the Board of Directors, or the President, and shall be called by the President at the request of the holders of not less than twenty-five percent (25%) of all outstanding stock of the Corporation entitled to vote at such meeting, or otherwise as provided by the Nevada Private Corporations Law and Section 12 of Article III of these Bylaws.  Such request shall state the purpose or purposes of the proposed meeting.

3.Place of Meetings.

Annual and special meetings of the stockholders shall be held at the Corporation’s principal offices, unless otherwise specified in the notice calling any such meeting, or in the event of a waiver of notice of such meeting, in such waiver of notice.

4.Notice of Meeting.

Written notice stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered to each stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.  Notice may be delivered either personally or by first class, certified or registered mail, by an officer of the Corporation at the direction of the person or persons calling the meeting.  If mailed, notice shall be deemed to be delivered when mailed to the stockholders at his or her address as it appears on the stock transfer books of the Corporation.  Notice need not be given of an adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, provided that such adjournment is for less than thirty (30) days and further provided that a new record date is not fixed for the adjourned meeting, in either of which events, written notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at such meeting.  At any adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally noticed.  A written waiver of notice, whether given before or after the meeting to which it relates, shall be equivalent to the giving of notice of such meeting to the stockholder or stockholders signing such waiver.  Attendance of a stockholder at a meeting shall constitute a waiver of notice of such meeting, except when the stockholder attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

5.Fixing Date for Determination of Stockholders Record.

In order that the Corporation may determine the stockholders entitled to notice of and to vote at any meeting of stockholders or any adjournment thereof or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any other change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix in advance a record date, which shall not be more than sixty (60) nor less than ten (10) days prior to the date of such meeting or such action, as the case may be.  If the Board of Directors has not fixed a record date for determining the stockholders entitled to notice of and to vote at a meeting of stockholders, the record date shall be at close of business on the day next preceding the day on which notice is given, or if notice is waived, on the close of business on the day next preceding the day on which the meeting is held.  If the Board of Directors has not fixed a record date for determining the stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, the record date shall be the day on which the first written consent is expressed by any stockholder.  If the Board of Directors has not fixed a record date for determining stockholders for any other purpose, the record date shall be at the close of business on the day on which the Board of

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Directors adopts the resolution relating thereto.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

6.Quorum and Manner of Acting.

At any meeting of the stockholders, the presence, in person or by proxy, of the holders of a majority of the outstanding stock entitled to vote shall constitute a quorum.  All shares represented and entitled to vote on any single subject matter which may be brought before the meeting shall be counted for quorum purposes.  Only those shares entitled to vote on a particular subject matter shall be counted for the purpose of voting on that subject matter.  Business may be conducted once a quorum is present and may continue to be conducted until adjournment sine die, notwithstanding the withdrawal or temporary absence of stockholders leaving less than a quorum.  Except as otherwise provided in the Nevada Private Corporations Law, the affirmative vote of the holders of a majority of the voting power of the shares of stock then represented at the meeting and entitled to vote thereat shall be the act of the stockholders; provided, however, that if the shares of stock so represented are less than the number required to constitute a quorum, the affirmative vote must be such as would constitute a majority if a quorum were present, except that the affirmative vote of the holders of a majority of the shares of stock then present is sufficient in all cases to adjourn a meeting.

7.Voting of Shares of Stock.

Unless otherwise provided by the Board of Directors of the corporation with respect to any classes or series of stock, each stockholder shall be entitled to one vote or corresponding fraction thereof for each share of stock or fraction thereof standing in his, her or its name on the books of the Corporation on the record date.  A stockholder may vote either in person or by proxy executed in writing by the stockholder or by his, her or its duly authorized attorney in fact, but no such proxy shall be voted or acted upon after six (6) months from the date of its execution unless the proxy provides for a longer period which shall not exceed seven (7) years.  Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of Directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, when held by it in a fiduciary capacity.  Shares of stock standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such other corporation may prescribe or, in the absence of such provision, as the board of directors of such other corporation may determine.  Unless demanded by a stockholder present in person or by proxy at any meeting of the stockholders and entitled to vote hereat, or unless so directed by the chairman of the meeting, the vote thereat on any question need not be by ballot.  If such demand or direction is made, a vote by ballot shall be taken, and each ballot shall be signed by the stockholder voting, or by his or her proxy, and shall state the number of shares voted.

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8.Organization.

At each meeting of the stockholders, the President, or, if he or she is absent therefrom, another officer of the Corporation chosen as chairman of such meeting by stockholders holding a majority of the voting power of the shares present in person or by proxy and entitled to vote thereat, or, if all the officers of the Corporation are absent therefrom, a stockholder of record so chosen, shall act as chairman of the meeting and preside thereat.  The secretary, or, if he or she is absent from the meeting or is required pursuant to the provisions of this Section 8 to act as chairman of such meeting, the person (who shall be an Assistant Secretary, if any and if present) whom the chairman of the meeting shall appoint shall act as secretary of the meeting and keep the minutes thereof.

9.Order of Business.

The order of business at each meeting of the stockholders shall be determined by the chairman of such meeting, but the order of business may be changed by the vote of stockholders holding a majority of the shares present in person or by proxy at such meeting and entitled to vote thereat.

10.Voting.

At all meetings of stockholders, each stockholder entitled to vote thereat shall have the right to vote, in person or by proxy, and shall have, for each share of stock registered in his, her or its name, the number of votes provided by the Articles of Incorporation in respect of stock of such class.  Stockholders shall not have cumulative voting rights with respect to the election of Directors.

11.Action By Stockholders Without a Meeting.

Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting, without notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of a majority of the voting power of the outstanding stock entitled to vote.  Prompt notice of the taking of any such action shall be given to any such stockholders entitled to vote who have not so consented in writing.

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ARTICLE III

BOARD OF DIRECTORS

1.General Powers.

The business and affairs of the Corporation shall be managed by the Board of Directors.

2.Number, Term and Qualifications.

The Board of Directors shall consist of not less than one (1) nor more than seven (7) members, the number thereof to be determined from time to time by the Board of Directors.  Directors need not be stockholders.  Unless otherwise provided in these Bylaws, Directors shall hold office until the next annual meeting of the stockholders and until his or her successor shall be elected and qualified.

3.Place of Meeting.

The Board of Directors may hold its meetings at such place or places as it may from time to time by resolution determine or as shall be designated in any notices or waivers of notice thereof.  Any such meeting, whether regular or special, may be held by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting in such manner shall constitute presence in person at such meeting.

4.Annual Meetings.

As soon as practicable after each annual election of Directors and on the same day, the Board of Directors may meet for the purpose of organization and the transaction of other business at the place where regular meetings of the Board of Directors are held, and no notice of such meeting shall be necessary in order to legally hold the meeting, provided that a quorum is present.  If such meeting is not held as provided above, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for a special meeting of the Board of Directors, or in the event of waiver of notice as specified in the written waiver of notice.

5.Other Regular Meetings.

Other regular meetings of the Board of Directors may be held without notice at such times and places as the Board of Directors shall from time to time by resolution determine.

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6.Special Meetings; Notice.

Special meetings of the Board of Directors shall be held whenever called by a majority of the Directors at the time in office.  Notice shall be given, in the manner hereinafter provided, of each such special meeting, which notice shall state the time and place of such meeting, but need not state the purposes thereof.  Except as otherwise provided in Section 7 of this Article III, notice of each such meeting shall be mailed to each Director, addressed to him or her at his or her residence or usual place of business, at least two (2) days before the day on which such meeting is to be held, or shall be sent addressed to him or her at such place by telegraph, cable, wireless or other form of recorded communication or delivered personally or by telephone not later than the day before the day on which such meeting is to be held.  A written waiver of notice, whether given before or after the meeting to which it relates, shall be equivalent to the giving of notice of such meeting to the Director or Directors signing such waiver.  Attendance of a Director at a special meeting of the Board of Directors shall constitute a waiver of notice of such meeting, except when he or she attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

7.Quorum and Manner of Acting.

A majority of the whole Board of Directors shall be present in person at any meeting of the Board of Directors in order to constitute a quorum for the transaction of business at such meeting, and except as otherwise specified in these Bylaws, and except also as otherwise expressly provided by the Nevada Private Corporations Law, the vote of a majority of the Directors present at any such meeting at which a quorum is present shall be the act of the Board of Directors.  In the absence of a quorum from any such meeting, a majority of the Directors present thereat may adjourn such meeting from time to time to another time or place without notice other than announcement at the meeting, until a quorum shall be present thereat.  The Directors shall act only as a Board of Directors and the individual Directors shall have no power as such.

8.Organization.

At each meeting of the Board of Directors, the President, or if he or she is absent therefrom, a Director chosen by a majority of the Directors present thereat, shall act as chairman of such meeting and reside thereat.  The Secretary, or if he or she is absent, the person (who shall be an Assistant Secretary, if any and if present) whom the Chairman of such meeting shall appoint, shall act as Secretary of such meeting and keep the minutes thereof.

9.Action by Directors Without a Meeting.

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by all Directors and such consent is filed with the minutes of the proceedings of the Board of Directors.

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10.Resignations.

Any Director may resign at any time by giving written notice of his or her resignation to the Corporation.  Any such resignation shall take effect at the time specified therein, or, if the time when it shall become effective is not specified therein, it shall take effect immediately upon its receipt by the President or the Secretary; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

11.Removal of Directors.

Directors may be removed, with or without cause, as provided from time to time by the Nevada Private Corporation Law as then in effect.

12.Vacancies.

Vacancies and newly created Directorships resulting from any increase in the authorized number of Directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the Directors then in office, although less than a quorum, or by a sole remaining Director.  If at any time, by reason of death or resignation or other cause, the Corporation has no Directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, may call a special meeting of stockholders for the purpose of filling vacancies in the Board of Directors.  If one or more Directors shall resign from the Board of Directors, effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as provided in this section in the filling of other vacancies.

13.Compensation.

Unless otherwise expressly provided by resolution adopted by the Board of Directors, no Director shall receive any compensation for his or her services as a Director.  The Board of Directors may at any time and from time to time by resolution provide that the Directors shall be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director.  In addition, the Board of Directors may at any time and from time to time by resolution provide that Directors shall be paid their actual expenses, if any, of attendance at each meeting of the Board of Directors.  Nothing in this section shall be construed as precluding any Director from serving the Corporation in any other capacity and receiving compensation therefor, but the Board of Directors may by resolution provide that any Director receiving compensation for his or her services to the Corporation in any other capacity shall not receive additional compensation for his or her services as a Director.

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ARTICLE IV

OFFICERS

1.Number.

The Corporation shall have the following officers:  a President, a Secretary and a Treasurer.  At the discretion of the Board of Directors, the Corporation may also have one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers.  Any two or more offices may be held by the same person.

2.Election and Term of Office.

The officers of the Corporation shall be elected annually by the Board of Directors.  Each such officer shall hold office until his or her successor is duly elected or until his or her earlier death or resignation or removal in the manner hereinafter provided.

3.Agents.

In addition to the officers mentioned in Section 1 of this Article IV, the Board of Directors may appoint such agents as the Board of Directors may deem necessary or advisable, each of which agents shall have such authority and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time determine.  The Board of Directors may delegate to any officer or to any committee the power to appoint or remove any such agents.

4.Removal.

Any officer may be removed, with or without cause, at any time by resolution adopted by a majority of the whole Board of Directors.

5.Resignations.

Any officer may resign at any time by giving written notice of his or her resignation to the Board of Directors, the President or the Secretary.  Any such resignation shall take effect at the times specified therein, or, if the time when it shall become effective is not specified therein, it shall take effect immediately upon its receipt by the Board of Directors, the President or the Secretary; and, unless otherwise specified herein, the acceptance of such resignation shall not be necessary to make it effective.

6.Vacancies.

A vacancy in any office due to death, resignation, removal, disqualification or any other cause may be filled for the unexpired portion of the term thereof by the Board of Directors.

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7.President.

The President shall be the chief executive officer of the Corporation and shall have, subject to the control of the Board of Directors, general and active supervision and direction over the business and affairs of the Corporation and over its several officers.  The President shall:  (a) preside at all meetings of the stockholders and at all meetings of the Board of Directors; (b) make a report of the state of the business of the Corporation at each annual meeting of the stockholders; (c) see that all orders and resolutions of the Board of Directors are carried into effect; (d) sign, with the Secretary or an Assistant Secretary, certificates for stock of the Corporation; (e) have the right to sign, execute and deliver in the name of the Corporation all deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except in cases where the signing, execution or delivery thereof is expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or where any of them are required by law otherwise to be signed, executed or delivered; and (f) have the right to cause the corporate seal, if any, to be affixed to any instrument which requires it.  In general, the President shall perform all duties incident to the office of the President and such other duties as from time to time may be assigned to him or her by the Board of Directors.

8.Vice President.

A Vice President and any additional Vice Presidents shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe and shall perform such other duties as may be prescribed by these Bylaws.  At the request of the President, or in case of his or her absence or inability to act, the Vice President shall perform the duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.

9.Secretary.

The Secretary shall:  (a) record all the proceedings of the meetings of the stockholders, the Board of Directors and the Executive Committee, if any, in one or more books kept for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be the custodian of all contracts, deeds, documents, all other indicia of title to properties owned by the Corporation and of its other corporate records (except accounting records) and of the corporate seal, if any, and affix such seal to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (d) sign, with the President; the Executive Vice President or a Vice President, certificates for stock of the Corporation; (e) have charge, directly or through the transfer clerk or transfer clerks, transfer agent or transfer agents and registrar or registrars appointed as provided in Section 3 of Article VII of these Bylaws, of the issue, transfer and registration of certificates for stock of the Corporation and of the records thereof such records to be kept in such manner as to show at any time the amount of the stock of the Corporation issued and outstanding, the manner in which and the time when such stock was paid for, the names, alphabetically arranged, and the addresses of the holders of record thereof, the number of shares held by each, and the time when each became a holder of record; (f) upon request, exhibit or cause to be exhibited at all reasonable times to any Director such

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records of the issue, transfer and registration of the certificates or stock of the Corporation; and (g) see that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed.  In general, the Secretary shall perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board of Directors.

10.Treasurer.

If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.  The Treasurer shall:  (a) have charge and custody of, and be responsible for, all funds, securities, notes and valuable effects of the Corporation; (b) receive and give receipt for moneys due and payable to the Corporation from any sources whatsoever; (c) deposit all such moneys to the credit of the Corporation or otherwise as the Board of Directors, or the President shall direct in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; (d) cause such funds to be disbursed by checks or drafts on the authorized depositories of the Corporation signed as provided in Article VI of these Bylaws; (e) be responsible for the accuracy of the amounts of, and cause to be preserved proper vouchers for, all moneys so disbursed; (f) have the right to require from time to time reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the Corporation from the officers or agents transacting the same; (g) render to the President or the Board of Directors, whenever they, respectively, shall request him or her so to do, an account of the financial condition of the Corporation and of all his or her transactions as Treasurer; and (h) upon request, exhibit or cause to be exhibited at all reasonable times the cash books and other records to the President or any of the Directors of the Corporation.  In general, the Treasurer shall perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board of Directors.

11.Assistant Officers.

Any persons elected as assistant officers shall assist in the performance of the duties of the designated office and such other duties as shall be assigned to them by any Vice President, the Secretary or the Treasurer, as the case maybe, or by the Board of Directors, or the President.

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ARTICLE V

COMMITTEES

1.Executive Committee; How Constituted and Powers.

The Board of Directors, by resolution adopted by a majority of the whole Board of Directors, may designate one or more of the Directors then in office, to constitute an Executive Committee, which shall have and may exercise between meetings of the Board of Directors all the delegable powers of the Board of Directors to the extent not expressly prohibited by the Nevada Private Corporation Law or by resolution of the Board of Directors.  The Board of Directors may designate one or more Directors as alternate members of the Committee who may replace any absent or disqualified member at any meeting of the Committee.  Each member of the Executive Committee shall continue to be a member thereof only during the pleasure of a majority of the whole Board of Directors.

2.Executive Committee; Organization.

The President shall act as chairman at all meetings of the Executive Committee and the Secretary shall act as secretary thereof.  In case of the absence from any meeting of the President or the Secretary, the Committee may appoint a chairman or secretary, as the case may be, of the meeting.

3.Executive Committee; Meetings.

Regular meetings of the Executive Committee may be held without notice on such days and at such places as shall be fixed by resolution adopted by a majority of the Committee and communicated to all its members.  Special meetings of the Committee shall be held whenever called by the President or a majority of the members thereof then in office.  Notice of each special meeting of the Committee shall be given in the manner provided in Section 6 of Article III of these Bylaws for special meetings of the Board of Directors.  Notice of any such meeting of the Executive Committee, however, need not be given to any Member of the Committee if waived by him or her in writing or by telegraph, cable, wireless, facsimile transmission or other form of recorded communication either before or after the meeting, or if he or she is present at such meetings, except when he or she attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Subject to the provisions of this Article V, the Committee by resolution adopted by a majority of the whole Committee, shall fix its own rules of procedure and it shall keep a record of its proceedings and report them to the board at the next regular meeting thereof after such proceedings have been taken.  All such proceedings shall be subject to revision or alteration by the Board of Directors; provided, however, that third parties shall not be prejudiced by any such revision or alteration.

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4.Executive Committee; Quorum and Manner of Acting.

A majority of the Executive Committee shall constitute a quorum for the transaction of business, and, except as specified in Section 3 of this Article V, the act of a majority of those present at a meeting thereof at which a quorum is present shall be the act of the Committee.  The members of the Committee shall act only as a committee, and the individual members shall have no power as such.

5.Other Committees.

The Board of Directors, by resolution adopted by a majority of the whole Board, may constitute other committees, which shall in each case consist of one or more of the Directors and, at the discretion of the Board of Directors, such officers who are not Directors.  The Board of Directors may designate one or more Directors or officers who are not Directors as alternate members of any committee who may replace any absent or disqualified member at any meeting of the committee.  Each such Committee shall have and may exercise such powers as the Board of Directors may determine and specify in the respective resolutions appointing them; provided, however, that unless all of the members of any committee shall be Directors, such committee shall not have authority to exercise any of the powers of the Board of Directors in the management of the business and affairs of the Corporation.  A majority of all the members of any such committee may fix its rules of procedure, determine its action and fix the time and place of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise by resolution provide.

6.Resignations.

Any member of the Executive Committee or any other committee may resign therefrom at any time by giving written notice of his or her resignation to the President or the Secretary.  Any such resignation shall take effect at the time specified therein, or if the time when it shall become effective is not specified therein, it shall take effect immediately upon its receipt by the President or the Secretary; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

7.Vacancies.

Any vacancy in the Executive Committee or any other committee shall be filled by the vote of a majority of the whole Board of Directors.

8.Compensation.

Unless otherwise expressly provided by resolution adopted by the Board of Directors, no member of the Executive Committee or any other committee shall receive any compensation for his or her services as a committee member.  The Board of Directors may at any time and from time to time by resolution provide that committee members shall be paid a fixed sum for attendance at each committee meeting or a stated salary as a committee member.  In addition, the

12

Board of Directors may at any time and from time to time by resolution provide that such committee members shall be paid their actual expenses, if any, of attendance at each committee meeting.  Nothing in this section shall be construed as precluding any committee member from serving the Corporation in any other capacity and receiving compensation therefor, but the Board of Directors may by resolution provide that any committee member receiving compensation for his or her services to the Corporation in any other capacity shall not receive additional compensation for his or her services as a committee member.

9.Dissolution of Committees; Removal of Committee Members.

The Board of Directors, by resolution adopted by a majority of the whole Board, may, with or without cause, dissolve the Executive Committee or any other committee, and, with or without cause, remove any member hereof.

ARTICLE VI

MISCELLANEOUS

1.Execution of Contracts.

Except as otherwise required by law or by these Bylaws, any contract or other instrument may be executed and delivered in the name of the Corporation and on its behalf by the President, or any Vice President.  In addition, the Board of Directors may authorize any other officer or officers or agent or agents to execute and deliver any contract or other instrument in the name of the Corporation and on its behalf, and such authority may be general or confined to specific instances as the Board of Directors may by resolution determine.

2.Attestation.

Any Vice President, the Secretary, or any Assistant Secretary may attest the execution of any instrument or document by the President, or any other duly authorized officer or agent of the Corporation and may affix the corporate seal, if any, in witness thereof, but neither such attestation nor the affixing of a corporate seal shall be requisite to the validity of any such document or instrument.

3.Checks, Drafts.

All checks, drafts, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange and insurance certificates shall be signed or endorsed (except endorsements for collection for the account of the Corporation or for deposit to its credit, which shall be governed by the provisions of Section 4 of this Article VI) by such officer or officers or agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

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4.Deposits.

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation or otherwise as the Board of Directors, or the President shall direct in general or special accounts at such banks, trust companies, savings and loan associations, or other depositories as the Board of Directors may select or as may be selected by any officer or officers or agent or agents of the Corporation to whom power in that respect has been delegated by the Board of Directors.  For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts and other orders for the payment of money which are payable to the order of the Corporation may be endorsed, assigned and delivered by any officer or agent of the Corporation.  The Board of Directors may make such special rules and regulations with respect to such accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient.

5.Proxies in Respect of Stock or Other Securities of Other Corporations.

Unless otherwise provided by resolution adopted by the Board of Directors, the President, or any Vice President may exercise in the name and on behalf of the Corporation the powers and rights which the Corporation may have as the holder of stock or other securities in any other corporation, including without limitation the right to vote or consent with respect to such stock or other securities.

6.Fiscal Year.

The fiscal year of the Corporation shall correspond with the calendar year.

ARTICLE VII

STOCK

1.Certificates.

Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the President, or a Vice President and by the Secretary or an Assistant Secretary.  The signatures of such officers upon such certificate may be facsimiles if the certificate is manually signed by a transfer agent or registered by a registrar, other than the corporation itself or one of its employees.  If any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased for any reason to be such officer prior to issuance of the certificate, the certificate may be issued with the same effect as if that person were such officer at the date of issue.  All certificates for stock of the corporation shall be consecutively numbered, shall state the number of shares represented thereby and shall otherwise be in such form as shall be determined by the Board of Directors, subject to such requirements as are imposed by the Nevada Private Corporation Laws.  The names and addresses of the persons to whom the shares represented by certificates are issued shall be entered on the stock transfer

14

books of the Corporation, together with the number of shares and the date of issue, and in the case of cancellation, the date of cancellation.  Certificates surrendered to the corporation for transfer shall be canceled, and no new certificate shall be issued in exchange for such shares until the original certificate has been canceled, except that in the case of a lost, stolen, destroyed or mutilated certificate, a new certificate may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

2.Transfer of Stock.

Transfers of shares of stock of the Corporation shall be made only in the stock transfer books of the Corporation by the holder of record thereof or by his or her legal representative or attorney in fact, who shall furnish proper evidence of authority to transfer to the Secretary, or a transfer clerk or a transfer agent, and upon surrender of the certificate or certificates for such shares properly endorsed and payment of all taxes thereon.  The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

3.Regulations.

The Board of Directors may make such rules and regulations as it may seem expedient, not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificates for stock of the Corporation.  The Board of Directors may appoint, or authorize any officer or officers or any committee to appoint, one or more transfer clerks or one or more transfer agents and may require all certificates for stock to bear the signature or signatures of any of them.

ARTICLE VIII

DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares of stock in the manner and upon the terms and conditions provided in the resolutions establishing the classes and series of such stock and in the Nevada Private Corporation Laws.

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ARTICLE IX

SEAL

A corporate seal shall not be requisite to the validity of any instrument executed by or on behalf of the Corporation.  Nevertheless, if in any instance a corporate seal is used, the same shall be in the form of a circle and shall bear the full name of the Corporation and the year and state of incorporation, or words and figures of similar import.

ARTICLE X

INDEMNIFICATION OF DIRECTORS AND OFFICERS

1.General.

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

2.Derivative Actions.

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including amounts paid in settlement and attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be-liable to the Corporation unless and only to the extent by a court of competent

16

jurisdiction in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the Court shall deem proper.

3.Indemnification in Certain Cases.

To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article X, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

4.Procedure.

Any indemnification under Sections 1 and 2 of this Article X (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such Sections 1 and 2.  Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.

5.Advances for Expenses.

Expenses incurred by a director, officer, employee, or agent of the Corporation in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit^-or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall be ultimately determined that he is not entitled to be indemnified by the Corporation as authorized in this Article X.

6.Rights Not-Exclusive.

The indemnification and advancement of expenses provided by or granted pursuant to, the other Sections of this Article X shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any law, by-law, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

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7.Insurance.

The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article X.

8.Definition of Corporation.

For the purposes of this Article X, references to “the Corporation” include, in addition to the resulting corporation, all constituent corporations (including any constituent of a constituent) absorbed in consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees and agents so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as an director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article X with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

9.Other Definitions.

For purposes of this Article X, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article X.

10.Continuation of Rights.

The indemnification and advancement of expenses provided by, or granted pursuant to this Article X shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.  No amendment to or repeal of this Article X shall apply to or have any effect on, the rights of any director, officer, employee or agent under this Article X which rights come into existence by virtue of acts or omissions of such director, officer, employee or agent occurring prior to such amendment or repeal.

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ARTICLE XI

AMENDMENTS

These Bylaws may be repealed, altered or amended by the affirmative vote of the holders of a majority of the voting power of the stock issued and outstanding and entitled to vote at any meeting of Stockholders or by resolution duly adopted by the affirmative vote of not less than a majority of the Directors in office at any annual or regular meeting of the Board of Directors or at any special meeting of the Board of Directors if notice of the proposed repeal, alteration or amendment be contained in the notice of such special meeting.

ADOPTED by the Board of Directors of the Corporation this 13^th day of June, 2001.

  DIRECTOR

  /s/ Robert R. Black

  Robert R. Black, Sr.

  Sole Director

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EX-5.1

Exhibit 5.1

KUMMER KAEMPFER BONNER & RENSHAW
Attorneys at Law
3800 Howard Hughes Parkway	Tel:		702.792.7000
Seventh Floor	Fax:		702.796.7181
Las Vegas, Nevada 89109-0907		www.kkbr.com
		nvlaw@kkbr.com

March 7, 2005

Securities and Exchange Commission

450 Fifth Street, NW

Washington, D.C.  20549

Re:Virgin River Casino Corporation, RBG, LLC and B & B B, Inc.

Registration Statement on Form S-4

9% Series B Senior Secured Notes due 2012

12¾% Series B Senior Subordinated Discount Notes due 2013

Ladies and Gentlemen:

We have acted as counsel to Virgin River Casino Corporation, a Nevada Corporation, RBG, LLC, a Nevada limited-liability company, and B & B B, Inc., a Nevada corporation, (collectively, “CasaBlanca Resorts”), and the Guarantors (as defined in the Indenture referred to herein) in connection with the filing by CasaBlanca Resorts of the referenced Registration Statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission.  The Registration Statement registers under the Act the proposed issuance of up to $125,000,000 aggregate principal amount of CasaBlanca Resortss 9% Series B Senior Secured Notes due 2012 and $66,000,000 aggregate principal amount at maturity of CasaBlanca Resorts’ 12¾% Series B Senior Subordinated Discount Notes (collectively, the “Series B Notes”) in exchange for CasaBlanca Resort’s 9% Series A Senior Secured Notes due 2012 and 12¾% Series A Senior Subordinated Discount Notes, respectively, (collectively, the “Series A Notes”) and guarantees evidencing the Guarantors’ joint and several guarantees of the Series B Notes (the “Guarantees”).  The Series B Notes and related Guarantees are issuable, and the Series A Notes and related Guarantees were issued, under Indentures dated as of December 20, 2004 (the “Indenture”) among CasaBlanca Resorts, each of the Guarantors and The Bank of New Trust Company, N.A. (the “Trustee”).

In rendering the opinion set forth below, we have reviewed (a) the Registration Statement, (b) the Indenture, (c) the respective constituent documents of CasaBlanca Resorts and the Guarantors as amended to date, (d) certain records of the corporate proceedings of CasaBlanca Resorts and the Guarantors, (e) certificates of public officials, and (f) such records, documents, statutes and decisions as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.  In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the original of all documents submitted to us as copies thereof.  As to various questions of fact

Securities and Exchange Commission
March 7, 2005

material to such opinions, we have relied upon resolutions of the Board of Directors or Manager, as applicable.

We have assumed for purposes of this opinion that the Indenture was duly authorized, executed and delivered by the Trustee and that the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture.

On the basis of the foregoing and in reliance thereon, we are of the opinion that when:  (i) the Registration Statement on Form S-4 covering the Series B Notes shall have become effective under the Securities Act of 1933, as amended (the “Act”); (ii) the securities, Blue Sky and gaming laws of certain states shall have been complied with; and (iii) the Series B Notes shall have been duly executed and delivered by duly authorized officers of CasaBlanca Resorts and duly authenticated by the Trustee, all in accordance with the terms of the Indenture, against surrender and cancellation of an identical principal amount of Series A Notes, the Series B Notes and related Guarantees will constitute valid and legally binding obligations of CasaBlanca Resorts and the Guarantors, respectively.

The obligations of CasaBlanca Resorts and the Guarantors referred to in the preceding paragraph will be enforceable in accordance with their respective terms, except as the same may be limited by, and subject to (i) applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent conveyances and transfers), reorganization, moratorium and other similar laws now or hereafter in effect relating to or affecting enforcement of creditors’ rights generally and (ii) by general principles of equity, whether enforcement is considered in a proceeding in equity or law, which provide, among other things, that the remedies of specific performance and injunctive and other forms of equitable relief are subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and further consent to the reference to us under the caption “Legal Matters” in the prospectus included in the Registration Statement.  In giving such opinion, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Securities and Exchange Commission thereunder.

Sincerely,

/s/ Kummer Kaempfer Bonner & Renshaw

KUMMER KAEMPFER BONNER & RENSHAW

2

EX-12.1

Exhibit 12.1

B & B B, Inc. (doing business as Virgin River Hotel/Casino/Bingo),

Virgin River Casino Corporation, CasaBlanca Resorts, LLC

(doing business as Oasis Resort & Casino) and

RBG, LLC (doing business as CasaBlanca Resort/Casino/Golf/Spa)

Computation of Ratio of Earnings to Fixed Charges

	Year Ended December 31,										Nine Months Ended September 30,
	1999		2000		2001		2002		2003		2003		2004
	(dollars in thousands)
Income (loss) before minority interest	$	5,142	$	13,419	$	1,340	$	1,232	$	1,544	$	3,914	$	9,939
Adjustment:
Fixed charges	4,642		4,658		5,809		8,775		8,153		6,107		2,953
Earnings available for fixed charges	$	9,784	$	18,077	$	7,149	$	10,007	$	9,697	$	10,021	$	12,892
Fixed Charges:
Interest expense	4,157		4,312		5,375		8,276		7,488		5,664		5,203
Change in fair value of swaps	—		—		—		—		—		—		(2,683		)
Amortization of deferred financing costs	279		156		208		224		365		203		207
Interest component of rent expense	206		190		226		275		300		240		226
Total fixed charges	$	4,642	$	4,658	$	5,809	$	8,775	$	8,153	$	6,107	$	2,953
Ratio of earnings to fixed charges	2.1x		3.9x		1.2x		1.1x		1.2x		1.6x		4.4x

EX-21.1

Exhibit 21.1

Subsidiaries of CasaBlanca Resorts

Registrant	State of Incorporation/Organization
Virgin River Casino Corporation
(a)  Casablanca Resorts, LLC (doing business as the Oasis Hotel & Casino)	Nevada
RBG, LLC
None
B & B B, Inc.
None
Casablanca Resorts, LLC
(a)   Oasis Interval Ownership, LLC	Nevada
(b)   Oasis Interval Management, LLC	Nevada
(c)   Oasis Recreational Properties, Inc.	Nevada

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated April 23, 2004, except for Notes 1, and 5, as to which the date is November 24, 2004, in the Registration Statement on Form S-4 and related Prospectus of CasaBlanca Resorts for the registration of $125,000,000 of 9% Senior Secured Notes due 2012 and $66,000,000 at maturity ($39,911,520 in gross proceeds) of 12.75% Senior Subordinated Discount Notes due 2013.

/s/ Ernst & Young LLP

Las Vegas, Nevada

March 4, 2005

EX-25.1

Exhibit 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           o

THE BANK OF NEW YORK TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

(State of incorporation if not a U.S. national bank)	95-3571558 (I.R.S. employer identification no.)
700 South Flower Street Suite 500 Los Angeles, California (Address of principal executive offices)	90017 (Zip code)

VIRGIN RIVER CASINO CORPORATION
(Exact name of obligor as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	88-0238611 (I.R.S. employer identification no.)
950 West Mesquite Boulevard Mesquite, Nevada (Address of principal executive offices)	89027 (Zip code)

RBG, LLC
(Exact name of obligor as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	86-0860535 (I.R.S. employer identification no.)
950 West Mesquite Boulevard Mesquite, Nevada (Address of principal executive offices)	89027 (Zip code)

B & B B, INC.

(Exact name of obligor as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	88-0254007 (I.R.S. employer identification no.)
950 West Mesquite Boulevard Mesquite, Nevada (Address of principal executive offices)	89027 (Zip code)

Casablanca Resorts, LLC
(Exact name of obligor as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	88-0492081 (I.R.S. employer identification no.)
897 West Mesquite Boulevard Mesquite, Nevada (Address of principal executive offices)	89027 (Zip code)

2

Oasis Interval Ownership, LLC
(Exact name of obligor as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	88-0500066 (I.R.S. employer identification no.)
897 West Mesquite Boulevard Mesquite, Nevada (Address of principal executive offices)	89027 (Zip code)

Oasis Interval Management, LLC
(Exact name of obligor as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	88-0500065 (I.R.S. employer identification no.)
897 West Mesquite Boulevard Mesquite, Nevada (Address of principal executive offices)	89027 (Zip code)

Oasis Recreational Properties, Inc.
(Exact name of obligor as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	88-0499167 (I.R.S. employer identification no.)
897 West Mesquite Boulevard Mesquite, Nevada (Address of principal executive offices)	89027 (Zip code)

9% Senior Secured Notes due 2012
(Title of the indenture securities)

3

1.             General information.  Furnish the following information as to the trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, D.C. 20219
Federal Reserve Bank	San Francisco, California 94105
Federal Deposit Insurance Corporation	Washington, D.C. 20429

(b)Whether it is authorized to exercise corporate trust powers.

Yes.

2.Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).

2.A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

3.A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).

4.A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948).

4

6.The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948).

7.A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

5

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Los Angeles, and State of California, on the 24th day of February, 2005.

THE BANK OF NEW YORK TRUST COMPANY, N.A.
By:	/S/ DAREN M. DI NICOLA
Name:   DAREN M. DI NICOLA
Title:     VICE PRESIDENT & MANAGER

6

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK TRUST COMPANY, N.A.

of 700 S. Flower Street, 2^nd Floor, Los Angeles, CA 90017

At the close of business November 30, 2004, published in accordance with Federal regulatory authority instructions.

	Dollar Amounts
	in Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	11,020
Interest-bearing balances	20
Securities:
Held-to-maturity securities	8,930
Available-for-sale securities	29,892
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold	25,700
Securities purchased under agreements to resell	111,000
Loans and lease financing receivables:
Loans and leases held for sale	0
Loans and leases, net of unearned income	0
LESS: Allowance for loan and lease losses	0
Loans and leases, net of unearned income and allowance	0
Trading assets	0
Premises and fixed assets (including capitalized leases)	2,365
Other real estate owned	0
Investments in unconsolidated subsidiaries and associated companies	0
Customers’ liability to this bank on acceptances outstanding	0
Intangible assets:
Goodwill	237,448
Other Intangible Assets	17,614
Other assets	25,184
Total assets	$	469,173

LIABILITIES
Deposits:
In domestic offices
Noninterest-bearing	12,587
Interest-bearing	0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased	0
Securities sold under agreements to repurchase	0
Trading liabilities	0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)	58,193
Not applicable
Bank’s liability on acceptances executed and outstanding	0
Subordinated notes and debentures	0
Other liabilities	45,767
Total liabilities	$	116,548
Minority interest in consolidated subsidiaries	0
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,000
Surplus	294,050
Retained earnings	57,632
Accumulated other comprehensive income
Other equity capital components	(57		)
Total equity capital	$	352,625
Total liabilities, minority interest, and equity capital	$	469,173

I, Thomas J. Mastro, Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Thomas J. Mastro ) Comptroller

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Richard G. Jackson	)
Nicholas C. English	)	Directors
Karen B. Shupenko	)

EX-25.2

Exhibit 25.2

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           o

THE BANK OF NEW YORK TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

(State of incorporation if not a U.S. national bank)	95-3571558 (I.R.S. employer identification no.)
700 South Flower Street Suite 500 Los Angeles, California (Address of principal executive offices)	90017 (Zip code)

VIRGIN RIVER CASINO CORPORATION
(Exact name of obligor as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	88-0238611 (I.R.S. employer identification no.)
950 West Mesquite Boulevard Mesquite, Nevada (Address of principal executive offices)	89027 (Zip code)

RBG, LLC
(Exact name of obligor as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	86-0860535 (I.R.S. employer identification no.)
950 West Mesquite Boulevard Mesquite, Nevada (Address of principal executive offices)	89027 (Zip code)

B & B B, INC.
(Exact name of obligor as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	88-0254007 (I.R.S. employer identification no.)
950 West Mesquite Boulevard Mesquite, Nevada (Address of principal executive offices)	89027 (Zip code)

Casablanca Resorts, LLC
(Exact name of obligor as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	88-0492081 (I.R.S. employer identification no.)
897 West Mesquite Boulevard Mesquite, Nevada (Address of principal executive offices)	89027 (Zip code)

2

Oasis Interval Ownership, LLC
(Exact name of obligor as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	88-0500066 (I.R.S. employer identification no.)
897 West Mesquite Boulevard Mesquite, Nevada (Address of principal executive offices)	89027 (Zip code)

Oasis Interval Management, LLC
(Exact name of obligor as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	88-0500065 (I.R.S. employer identification no.)
897 West Mesquite Boulevard Mesquite, Nevada (Address of principal executive offices)	89027 (Zip code)

Oasis Recreational Properties, Inc.
(Exact name of obligor as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	88-0499167 (I.R.S. employer identification no.)
897 West Mesquite Boulevard Mesquite, Nevada (Address of principal executive offices)	89027 (Zip code)

12¾% Senior Subordinated Discount Notes due 2013
(Title of the indenture securities)

3

1.General information.  Furnish the following information as to the trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, D.C. 20219
Federal Reserve Bank	San Francisco, California 94105
Federal Deposit Insurance Corporation	Washington, D.C. 20429

(b)Whether it is authorized to exercise corporate trust powers.

Yes.

2.Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).

2.A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

3.A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).

4.A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No.
333-121948).

4

6.The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948).

7.A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

5

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Los Angeles, and State of California, on the 24th day of February, 2005.

	THE BANK OF NEW YORK TRUST COMPANY, N.A.
	By:	/S/ DAREN M. DI NICOLA
	Name:   DAREN M. DI NICOLA
Title:	VICE PRESIDENT & MANAGER

6

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK TRUST COMPANY, N.A.

of 700 S. Flower Street, 2^nd Floor, Los Angeles, CA 90017

At the close of business November 30, 2004, published in accordance with Federal regulatory authority instructions.

	Dollar Amounts
	in Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	11,020
Interest-bearing balances	20
Securities:
Held-to-maturity securities	8,930
Available-for-sale securities	29,892
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold	25,700
Securities purchased under agreements to resell	111,000
Loans and lease financing receivables:
Loans and leases held for sale	0
Loans and leases, net of unearned income	0
LESS: Allowance for loan and lease losses	0
Loans and leases, net of unearned income and allowance	0
Trading assets	0
Premises and fixed assets (including capitalized leases)	2,365
Other real estate owned	0
Investments in unconsolidated subsidiaries and associated companies	0
Customers’ liability to this bank on acceptances outstanding	0
Intangible assets:
Goodwill	237,448
Other Intangible Assets	17,614
Other assets	25,184
Total assets	$	469,173

7

LIABILITIES
Deposits:
In domestic offices
Noninterest-bearing	12,587
Interest-bearing	0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased	0
Securities sold under agreements to repurchase	0
Trading liabilities	0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)	58,193
Not applicable
Bank’s liability on acceptances executed and outstanding	0
Subordinated notes and debentures	0
Other liabilities	45,767
Total liabilities	$	116,548
Minority interest in consolidated subsidiaries	0
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,000
Surplus	294,050
Retained earnings	57,632
Accumulated other comprehensive income
Other equity capital components	(57		)
Total equity capital	$	352,625
Total liabilities, minority interest, and equity capital	$	469,173

8

I, Thomas J. Mastro, Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Thomas J. Mastro ) Comptroller

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Richard G. Jackson	)
Nicholas C. English	)	Directors
Karen B. Shupenko	)

9

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

Virgin River Casino Corporation

RBG, LLC

B & B B, Inc.

Offer to Exchange All Outstanding
9%  Series A Senior Secured Notes Due 2012
for
9%  Series B Senior Secured Notes Due 2012
Pursuant to the Prospectus, dated                   , 2005

This Exchange Offer will expire at 5:00 p.m. New York City time on             , 2005, unless extended.  Tenders may be withdrawn prior to 5:00 p.m., New York City time on the Expiration Date.

Deliver To:  The Bank of New York Trust Company, N.A., Exchange Agent

By Hand or Overnight Courier and by Registered or Certified Mail:	By Facsimile (for eligible institutions only):
	Confirm by Telephone:
Attention:

Delivery of this Letter of Transmittal to an address other than as set forth above, or transmission of instructions via a facsimile number other than as set forth above, will not constitute a valid delivery.

The undersigned hereby acknowledges that he or she has received and reviewed a prospectus, dated                   , 2005 (the “Prospectus”) Virgin River Casino Corporation, a Nevada corporation, RBG, LLC, a Nevada limited-liability company, and B & B B, Inc., a Nevada corporation, (collectively, “CasaBlanca Resorts”), and this Letter of Transmittal (the “Letter”), which together constitute CasaBlanca Resorts’ offer (the “Exchange Offer”) to exchange an aggregate principal amount of up to $125,000,000 of its 9% Series B Senior Secured Notes Due 2012 (the “Series B Notes”) for a like principal amount of its outstanding 9% Series A Senior Secured Notes Due 2012 (the “Series A Notes”).  The Series B Notes have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement of which the Prospectus is a part.  The term “Expiration Date” shall mean 5:00 p.m., New York City time, on               , 2005, unless CasaBlanca Resorts, in its sole discretion, extends the Exchange Offer, in which case the term shall mean the latest date and time to which the Exchange Offer is extended.  Capitalized terms used but not defined herein have the meaning given to them in the Prospectus.

Please read this entire Letter of Transmittal carefully before completing it, including the instructions which begin on page 4.

2

The term “Holder” with respect to the Exchange Offer means any person in whose name Series A Notes are registered on the books of CasaBlanca Resort or any other person who has obtained a properly completed bond power from the registered holder.  The term “Eligible Institution” is a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc.; a commercial bank or trust company having an office or correspondent in the United States; an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934; or an “eligible institution” that is a participant in a recognized medallion guarantee program.

This Letter is to be used if the Holder desires to tender Series A Notes (i) by delivery of certificates representing such Series A Notes herewith or by book-entry transfer to an account maintained by the Exchange Agent at The Depository Trust Company (“DTC”) according to the procedures set forth in “The Exchange Offer – Procedures for Tendering” section of the Prospectus or (ii) according to the guaranteed delivery procedures set forth in the “The Exchange Offer – Guaranteed Delivery Procedures” section of the Prospectus.  Delivery of documents to The Depository Trust Company (the “Depository”) does not constitute delivery to The Bank of New York Trust Company, N.A. (the “Exchange Agent”).

The undersigned has completed the appropriate boxes below and signed this Letter to indicate the action the undersigned desires to take with respect to the Exchange Offer.  Holders who wish to tender their Series A Notes must complete this letter in its entirety.

List below the Series A Notes to which this Letter relates.  If the space provided below is inadequate, the certificate numbers and principal amounts should be listed on a separately signed schedule affixed hereto.

3

DESCRIPTION OF SERIES A NOTES TENDERED HEREBY

	1	2	3
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	Certificate Number(s)*	Aggregate Principal Amount Represented by Series A Notes	Principal Amount Tendered**
	Total

*	Need not be completed if Series A Notes are being tendered by book-entry transfer.
**	Unless otherwise indicated in this column, a holder will be deemed to have tendered the full aggregate principal amount represented by such Series A Notes. All tenders must be in integral multiples of $1,000. See Instruction 3.

oCheck here if tendered Series A Notes are being delivered by book-entry transfer made to an account maintained by the Exchange Agent with DTC and complete the following:

Name of Tendering Institution

Account Number

Transaction Code Number

oCheck here if tendered Series A Notes are being delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Exchange Agent and complete the following:

Name of Registered Holder(s)
Window Ticket Number (if any)
Date of Execution of Notice of Guaranteed Delivery
Name of Institution that Guaranteed Delivery
Name of Institution that Guaranteed Delivery
If delivered by book-entry transfer:
	Name of Tendering Institution
	Account Number
	Transaction Code Number

oCheck here if you are a broker–dealer and wish to receive 10 additional copies of the Prospectus and 10 copies of any amendments or supplements thereto. 

Name

Address

4

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to CasaBlanca Resorts the principal amount of the Series A Notes indicated above.  Subject to, and effective upon, the acceptance for exchange of such Series A Notes tendered hereby, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, CasaBlanca Resorts all right, title and interest in and to such Series A Notes as are being tendered hereby, including all rights to accrued and unpaid interest thereon as of the Expiration Date.  The undersigned hereby irrevocably constitutes and appoints the Exchange Agent the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that said Exchange Agent acts as the agent of CasaBlanca Resorts in connection with the Exchange Offer) with the full power and authority to assign, transfer and exchange the Series A Notes.  The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign and transfer the Series A Notes tendered hereby and to acquire Series B Notes issuable upon the exchange of such tendered Series A Notes and that when the same are accepted for exchange, CasaBlanca Resorts will acquire good and unencumbered title to the tendered Series A Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim.

The undersigned represents to CasaBlanca Resorts that (i) the Series B Notes received pursuant to the Exchange Offer are being acquired in the ordinary course of business of the person receiving such Series B Notes, whether or not such person is the undersigned; (ii) neither the undersigned nor any other person receiving the Series B Notes tendered with this Letter is engaged or intends to engage in, or has an arrangement or understanding with any person to participate in, the distribution of such Series B Notes; and (iii) neither the undersigned nor any other person receiving the Series B Notes tendered with this Letter is an “affiliate,” as defined under Rule 405 of the Securities Act, of CasaBlanca Resorts.

If the undersigned or the person receiving the Series B Notes covered hereby is a broker-dealer that is receiving the Series B Notes for its own account in exchange for Series A Notes that were acquired as a result of market-making activities or other trading activities, the undersigned acknowledges that it or such other person will deliver a prospectus in connection with any resale of such Series B Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.  The undersigned and any such other person, as a condition to participation in this Exchange Offer, acknowledge that, if they are participating in the Exchange Offer for the purpose of distributing the Series B Notes, (i) they must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale transaction and (ii) failure to comply with such requirements in such instance could result in the undersigned or any such other person incurring liability under the Securities Act for which such persons are not indemnified by CasaBlanca Resorts.

The undersigned agrees that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or CasaBlanca Resorts to be necessary or desirable to complete the exchange, assignment and transfer of the Series A Notes tendered hereby.  The undersigned further agrees that CasaBlanca Resorts’ acceptance of any tendered Series A Notes and its issuance of Series B Notes in exchange therefor shall constitute full performance by CasaBlanca Resorts of its obligations under the Registration Rights Agreement.  CasaBlanca Resorts shall have no further obligations or liabilities thereunder for the registration of the Series A Notes or the Series B Notes.

The Exchange Offer is subject to certain conditions set forth in the Prospectus under the caption “The Exchange Offer – Conditions of the Exchange Offer.”

5

All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned.  This tender may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer – Withdrawal Rights” section of the Prospectus.

Unless otherwise indicated herein in the box entitled “Special Registration Instructions” below, please register the Series B Notes (and, if applicable, substitute certificates representing Series A Notes for any Series A Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Series A Notes, please credit the Holder’s account maintained at DTC.  Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the Series B Notes (and, if applicable, substitute certificates representing Series A Notes for any Series A Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Series A Notes.” The undersigned acknowledges its understanding that if it is surrendering Series A Notes and has completed either the “Special Registration Instructions” box or the “Special Delivery Instructions” box in this Letter, the signature(s) on this Letter must be guaranteed by an Eligible Institution.

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED  “DESCRIPTION OF SERIES A NOTES” ABOVE AND SIGNING THIS LETTER, OR BY COMPLETING A BOOK-ENTRY TRANSFER TO THE EXCHANGE AGENT’S ACCOUNT VIA ATOP PROCEDURES, WILL BE DEEMED TO HAVE TENDERED THE SERIES A NOTES AS SET FORTH IN SUCH BOX ABOVE.

SPECIAL REGISTRATION INSTRUCTIONS	SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4 and 5)	(See Instructions 4 and 5)
To be completed ONLY if the Series B Notes are to be issued in the name of someone other than the undersigned.	To be completed ONLY if the Series B Notes are to be sent to someone other than the undersigned or to the undersigned at an address other than shown under “Description of Series A Notes” on this Letter above.
Issue:  Series B Notes to:	Mail:  Series B Notes to:
Name	Name
(Please Type or Print)	(Please Type or Print)
Address	Address
(Include Zip Code)	(Include Zip Code)
(Taxpayer Identification or Social Security Number)
(See Substitute Form W-9 herein)

6

PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
ý
ý
	Signature(s) of Owner(s)		Date
This Letter must be signed by the registered Holder(s) as the name(s) appear(s) on the Series A Notes or on a security position listing as the owner of the Series A Notes, or by any person(s) authorized to become registered Holder(s) by endorsements and documents transmitted herewith.  If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title.  See Instruction 4.
Name(s)
(Please Type or Print)
Capacity (full title)
Address
(Including Zip Code)
Area Code and Telephone No.
Tax Identification or Social Security No.
(Complete Accompanying Substitute Form W-9)
SIGNATURE GUARANTEE
(If required by Instruction 4)
Signature(s) Guaranteed by an Eligible Institution
		(Authorized Signature)
(Name and Title)
(Name of Firm)
(Phone Number Including Area Code)
Dated

7

PAYOR’S NAME: Virgin River Casino Corporation, RBG, LLC and B & B B, Inc.

THIS SUBSITUTE FORM W-9 MUST BE COMPLETED AND
SIGNED BY ALL TENDERING HOLDERS

Please provide your social security number or other taxpayer identification number on the following Substitute Form W-9 and certify therein that you are not subject to backup withholding.

		Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.
		TIN:
SUBSTITUTE				(Social Security Number or Employer Identification Number)
Form	W-9	Part 2 — Check Box If  TIN Applied For   o
Department of the Treasury		CERTIFICATION:  UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT
Internal Revenue Service		(1)	the number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me);
Payor’s Request For Taxpayer Identification Number (“TIN”) and Certification		(2)	I am not subject to backup withholding either because:  (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding;
		(3)	I am a U.S. person (including a U.S. resident alien); and
		(4)	any other information provided on this form is true and correct.
		SIGNATURE			DATE
You must cross out item (2) of the above certification if you have been notified by the IRS that you are subject to backup withholding because of under-reporting of interest or dividends on your tax return and you have not been notified by the IRS that you are no longer subject to backup withholding.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED

THE BOX IN PART 2 OF SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administrative Office or (b) I intend to mail or deliver an application in the near future.  I understand that if I do not provide a taxpayer identification number by the time of the exchange, the Payor is required to backup withhold on all reportable payments to me thereafter will be withheld until I provide a number.
Signature	Date

NOTE:FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF UP TO 30% OF ANY REPORTABLE PAYMENTS.  PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

8

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1.Delivery of this Letter and Notes

All certificates representing Series A Notes or confirmation of any book-entry transfer to the Exchange Agent’s account at DTC, as well as a properly completed and duly executed copy or facsimile of this Letter, and any other documents required by this Letter, must be received by the Exchange Agent at any of its addresses set forth herein on or prior to the Expiration Date.

The method of delivery of this Letter, the Series A Notes and all other required documents to the Exchange Agent is at the election and risk of the tendering Holders.  Delivery of such documents will be deemed made only when actually received by the Exchange Agent or deemed received under the ATOP procedures.  In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent before the Expiration Date.  Delivery to an address other that as set forth herein, or transmission to a facsimile number other than as set forth herein, will not constitute a valid delivery.

No alternative, conditional, irregular or contingent tenders will be accepted.  All tendering Holders of Series A Notes, by execution of this Letter, or by tendering the Series A Notes via ATOP, as the case may be, shall waive any right to receive notice of the acceptance of their Series A Notes for exchange.

2.Guaranteed Delivery Procedures

Holders who desire to tender Outstanding Notes for exchange, but who cannot comply with the procedures for tendering on a timely basis set forth in the Prospectus under the caption “The Exchange Offer – Procedures for Tendering Old Notes” or whose Outstanding Notes are not immediately available may tender in one of the following two ways:

(1)(a)The tender is made through an Eligible Institution;

(b)prior to the Expiration Date, the Exchange Agent receives from such Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery) (i) setting forth the name and address of the Holder, the certificate number(s) of the Series A Notes tendered and the principal amount of such Series A Notes, (ii) stating that the tender is being made thereby, and (iii) guaranteeing that, within five business days after the Expiration Date, the properly completed and validly executed Letter (or facsimile thereof), together with the certificates representing the Series A Notes, or a book-entry confirmation, and any other required documents, will be deposited by the Eligible Institution with the Exchange Agent; and

(c)such properly completed and executed Letter (or facsimile thereof), as well as duly executed certificates representing all tendered Series A Notes in proper form for transfer, or a book-entry confirmation, and all other required documents are received by the Exchange Agent within five business days after the Expiration Date.

or

(2)(a)Prior to the Expiration Date, the Exchange Agent receives an agent’s message from DTC stating that DTC has received an express acknowledgment from the participant in DTC tendering the Series A Notes that they have received and agree to be bound by the Notice of Guaranteed Delivery; and

9

(b)the Exchange Agent receives, within five business days after the Expiration Date, either (1) a book-entry confirmation transmitted via DTC’s ATOP procedures, or (2) a properly completed and executed Letter or facsimile thereof, together with the certificate(s) representing all tendered Series A Notes in proper form for transfer, or a book-entry confirmation, and all other required documents.

Upon request, the Exchange Agent will send a Notice of Guaranteed Delivery to a Holder who wishes to tender Outstanding Notes according to the guaranteed delivery procedures set forth above.  Such Holder must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery prior to the Expiration Date.  Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any properly completed and executed Letter properly completed and executed by a Holder who attempted to use the guaranteed delivery procedures.

3.Partial Tenders; Withdrawals

If less than all of the aggregate principal amount of the Series A Notes evidenced by a submitted certificate is to be tendered, the tendering Holder(s) should fill in the aggregate principal amount of Series A Notes to be tendered in the box above entitled “Description of Series A Notes – Principal Amount Tendered.” A reissued certificate representing the balance of untendered aggregate principal amount of Series A Notes will be sent to such tendering Holder, unless otherwise provided in the appropriate box on this Letter, promptly after the Expiration Date.  All of the aggregate principal amount of the Series A Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.  Tenders of Series A Notes will be accepted only in integral multiples of $1,000.

A Holder may withdraw a tender of Series A Notes at any time prior to the Expiration Date.  Thereafter, tenders of Series A Notes are irrevocable.  To be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Exchange Agent.  Any such notice of withdrawal must (i) specify the name of the withdrawing Holder, (ii) identify the Series A Notes to be withdrawn (including the certificate number(s) and principal amount of such Series A Notes, or, in the case of Series A Notes transferred by book-entry transfer, the name and number of the account at the book-entry transfer facility to be credited), (iii) be signed by the Holder in the same manner as the original signature on this Letter (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the Trustee with respect to the Series A Notes register the transfer of such Series A Notes into the name of the person withdrawing the tender and (iv) specify the name in which any such Series A Notes are to be registered, if different from that of the Depositor.  Any Series A Notes that have been tendered but not accepted for exchange will be returned to the Holder thereof without cost to such Holder as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer.

4.Signatures on this Letter; Bond Powers and Endorsements; Guarantee of Signatures

If this Letter is signed by the registered Holder of the Series A Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever.  If this Letter is signed by a DTC participant, the signature must correspond exactly as it appears on the security position listing as the owner of the Series A Notes.

If any tendered Series A Notes are registered or owned of record by two or more joint owners, all such owners must sign this Letter.

If any tendered Series A Notes are registered in different names, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations of the Series A Notes.

When this Letter is signed by the registered Holder(s) of the Series A Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required.  If, however, the

10

Series B Notes are to be issued, or any Series A Notes are to be reissued, to a person other than the registered Holder, then endorsements of any certificates transmitted hereby or separate bond powers are required.  Signatures on such certificate(s) must be guaranteed by an Eligible Institution.

If this Letter is signed by a person other than the registered Holder(s) of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered Holder(s) appear(s) on the certificate(s), and signatures on such certificate(s) must be guaranteed by an Eligible Institution.

If this Letter or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and unless waived by CasaBlanca Resorts, proper evidence satisfactory to CasaBlanca Resorts of their authority to so act must be submitted.

Endorsements on certificates for Series A Notes or signatures on bond powers required by this Instruction 4 must be guaranteed by a firm which is a member of a registered National Securities Exchange or a member of the National Association of Securities Dealers, Inc.  or by a commercial bank or trust company having an office or correspondent in the United States or by such other eligible institution within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended.

Signatures on this letter need not be guaranteed by an Eligible Institution, provided the Series A Notes are tendered:  (i) by a registered Holder (which term, for purposes of the Exchange Offer, includes any participant in the depository system whose name appears on a security position listing as the holder of such Series A Notes) of Series A Notes tendered who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this letter, or (ii) for the account of an Eligible Institution.

5.Special Registration and Delivery Instructions

Tendering Holders of Series A Notes should indicate in the applicable box the name and address to which the Series B Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing the principal amount of Series A Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter.  In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated.  Holders tendering Series A Notes by book-entry transfer may request that Series A Notes not exchanged be credited to such amount maintained at the Depository as such Holder may designate.  If no such instructions are given, such Series A Notes not exchanged will be returned to the name and address of the person signing this Letter or deposited at such Holder’s DTC account.

6.Transfer Taxes

CasaBlanca Resorts shall pay all transfer taxes, if any, applicable to the transfer and exchange of the Series A Notes to it or its order pursuant to the Exchange Offer.  If a transfer tax is imposed for any other reason other than the transfer of Series A Notes to CasaBlanca Resorts or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered Holder or any other persons) will be payable by the tendering Holder.  If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Series A Notes specified in this Letter.

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7.Waiver of Conditions

CasaBlanca Resorts reserves the absolute right to waive satisfaction, in whole or in part, of any or all conditions set forth in the Prospectus.

8.Mutilated, Lost, Stolen or Destroyed Series A Notes

Any Holder whose Series A Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

9.Requests for Assistance or Additional Copies

Questions relating to the procedures for tendering, as well as requests for additional copies of the Prospectus and this Letter, may be directed to the Exchange Agent, at the address and telephone number indicated above.  In addition, all questions relating to the Exchange Offer, as well as requests for assistance or additional copies of the Prospectus and this Letter, may be directed to CasaBlanca Resorts at 950 West Mesquite Boulevard, Mesquite, Nevada 89027, Attention: Curt Mayer, Chief Financial Officer (telephone: (702) 346-4040).

10.Validity and Form

CasaBlanca Resorts will determine in its sole discretion all questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Series A Notes, which determination will be final and binding.  CasaBlanca Resorts reserves the absolute right to reject any and all Series A Notes not properly tendered or any Series A Notes CasaBlanca Resorts’ acceptance of which would, in the opinion of counsel for CasaBlanca Resorts, be unlawful.  CasaBlanca Resorts also reserves the right to waive any defects, irregularities or conditions of tender as to particular Series A Notes.  CasaBlanca Resorts’ interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter) will be final and binding on all parties.  Unless waived, any defects or irregularities in connection with tenders of Series A Notes must be cured within such time as t CasaBlanca Resorts shall determine.  Although CasaBlanca Resorts intends to notify Holders of defects or irregularities with respect to tenders of Series A Notes, neither CasaBlanca Resorts, the Exchange Agent, nor any other person shall incur liability for failure to give such notification.  Tenders of Series A Notes will not be deemed to have been made until such defects or irregularities have been cured or waived.  Any Series A Notes received by the Exchange Agent that are not properly tendered as to which the defects or irregularities have not been cured or waived, will be returned by the Exchange Agent to the tendering Holders as soon as practicable following the Expiration Date.

Important: This Letter of Transmittal or a facsimile thereof (together with Series A Notes or confirmation of book-entry transfer and all other required documents) or a Notice of Guaranteed Delivery must be received by the Exchange Agent on or prior to the Expiration Date.

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IMPORTANT TAX INFORMATION

Under federal income tax law, a Holder tendering Series A Notes is required to provide the Exchange Agent with the Holder’s correct TIN on Substitute Form W-9 above.  If such Holder is an individual, the TIN is the Holder’s social security number.  The Certificate of Awaiting Taxpayer Identification Number should be completed if the tendering Holder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future.  If the Exchange Agent is not provided with the correct TIN, the Holder may be subject to a $50 penalty imposed by the IRS.  In addition, payments that are made to such Holder with respect to tendered Series A Notes may be subject to backup withholding.  False statements, certifications or affirmations may result in additional civil and/or criminal penalties.

Certain Holders (including, among others, certain corporations, certain foreign individuals and foreign entities) are not subject to these backup withholding and reporting requirements.  Such a Holder who satisfies one or more of the conditions set forth in Part 2 of the Substitute Form W-9 should execute the certification following such Part 2.  In order for a foreign Holder to qualify as an exempt recipient, that Holder must submit to the Exchange Agent a properly completed IRS Form W-8, signed under penalties of perjury, attesting to that Holder’s exempt status.  Such forms can be obtained from the Exchange Agent.

If backup withholding applies, the Exchange Agent is required to withhold up to 30% of any reportable amounts otherwise payable to the Holder.  Backup withholding is not an additional tax.  Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld.  If withholding results in an overpayment of taxes, a refund may be obtained from the IRS.

Purpose of Substitute Form W-9.

To prevent backup withholding on payments that are made to a Holder with respect to Series A Notes tendered for exchange, the Holder is required to notify the Exchange Agent of his or her correct TIN by completing the form herein certifying that the TIN provided on Substitute Form W-9 is correct (or that such Holder is awaiting a TIN) and that (i) such Holder is exempt, (ii) such Holder has not been notified by the IRS that he or she is subject to backup withholding as a result of failure to report all interest or dividends or (iii) if the Holder has been subject to backup withholding, that the IRS has notified such Holder that he or she is no longer subject to backup withholding.

What Number to Give the Exchange Agent.

Each Holder is required to give the Exchange Agent the social security number or employer identification number of the record Holder(s) of the Series A Notes.  If Series A Notes are in more than one name or are not in the name of the actual Holder, consult the instructions on IRS Form W-9, which may be obtained from the Exchange Agent, for additional guidance on which number to report.

Certificate of Awaiting Taxpayer Identification Number.

If the tendering Holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, write “Applied For” in the space for the TIN on Substitute Form W-9, sign and date the form and the Certificate of Awaiting Taxpayer Identification Number and return them to the Exchange Agent.  If such certificate is completed and the Exchange Agent is not provided with the TIN within 60 days, the Exchange Agent will withhold up to 30% on all reportable payments made thereafter until a TIN is provided to the Exchange Agent.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer.– Social Security numbers (SSNs) have nine digits separated by two hyphens: e.g., 000-00-0000.  Employer identification numbers (EINs) have nine digits separated by only one hyphen: e.g., 00-0000000.  The table below will help determine the number to give the payer.

For this Type of Account:		Give the Social Security Number of –
1.	An individual’s account	The individual
2.	Two or more individuals (joint account)	the actual owner of the account or, if combined funds, the first individual on the account (1)
3.	Husband and wife (joint account)	The actual owner of the account or, if combined funds, the first individual on the account (1)
4.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor (2)
5.	Adult and minor (joint account)	The actual owner of the account or, if combined funds, the first individual on the account (1)
6.	Account in the name of guardian or committee for a designated ward, minor, or incompetent person	The ward, minor, or incompetent person (3)
7.	a.  The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee (1)
	b.  So-called trust account that is not a legal or valid trust under State law	The actual owner (1)
8.	Sole proprietorship account	The owner (4)
9.	A valid trust, estate, or pension trust	The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.) (5)
10.	Corporate account	The corporation
11.	Religious, charitable or educational organization account	The organization
12.	Partnership account held in the name of the business	The partnership (6)
13.	Association, club or other tax-exempt organization	The organization
14.	A broker or registered nominee	The broker or nominee
15.	Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments	The public entity

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(1)List first and circle the name of the person whose number you furnish.  If only one person on a joint account has an SSN, that person’s number must be furnished.

(2)Circle the minor’s name and furnish the minor’s SSN.

(3)Circle the ward’s, minor’s or incompetent person’s name and furnish such person’s SSN.

(4)Show the name of the owner but you may also enter your business or “doing business as” name.  You may use either your SSN or your EIN (if you have one).  This also applies to a single-member limited liability company that is disregarded as an entity separate from its owner for federal purposes.

(5)List first and circle the name of the legal trust, estate, or pension trust.

(6This also applies to a limited liability company (LLC) with at least two members.

Note:If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Obtaining a Number

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Number Card, Form SS-4, Application for Employer Identification Number, or Form W-7, Application for IRS Individual Taxpayer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

Payees Exempt From Backup Withholding

Payees specifically exempted from backup withholding on ALL payments include
the following:

•Certain corporations.

•Certain financial institutions.

•An organization exempt from tax under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), an individual retirement account, or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).

•The United States or any agency or instrumentality thereof.

•A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.

•A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.

•An international organization or any agency, or instrumentality thereof.

•Certain dealers in securities or commodities required to register in the United States, the District of Columbia or a possession of the United States.

•Certain real estate investment trusts.

•Certain common trust funds operated by a bank under Section 584(a) of the Code.

•Certain exempt charitable remainder trusts described in Section 664 of the Code and certain non-exempt trusts described in Section 4947 of the Code.

•Certain entities registered at all times under the Investment Company Act of 1940.

•Certain foreign central banks of issue.

•Certain futures commission merchants registered with the Commodity Futures Trading Commission.

•Certain middlemen known in the investment community as nominees or custodians.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

•Payments to nonresident aliens subject to withholding under Section 1441 of the Code.

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•Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident partner.

•Payments of patronage dividends where the amount received is not paid in money.

•Payments made by certain foreign organizations.

•Section 404(k) payments made by an ESOP.

Payments of interest not generally subject to backup withholding include the following:

•Payments of interest on obligations issued by individuals.  Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

•Payments of tax-exempt interest (including exempt-interest dividends under Section 852 of the Code).

•Payments described in Section 6049(b)(5) of the Code to nonresident aliens.

•Payments on tax-free covenant bonds under Section 1451 of the Code.

•Payments made by certain foreign organizations.

•Mortgage or student loan interest paid to you.

Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding.  File this form with the payer, furnish your taxpayer identification number, check the box provided to indicate that you are exempt from backup withholding, and return it to the payer.  If the payments are interest, dividends, or patronage dividends, also sign and date the form.  If you are a nonresident alien or a foreign entity not subject to backup withholding, file with the payer a completed Internal Revenue Form W-8 (certificate of foreign status).

Certain payments other than interest dividends and patronage dividends that are not subject to information reporting are also not subject to backup withholding.  For details, see the regulations under Sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N of the Code and the regulations promulgated thereunder.

Privacy Act Notice. – Section 6109 of the Code requires you to give taxpayer identification numbers to payers who must report the payments to the IRS.  The IRS uses the numbers for identification purposes.  Payers must be given the numbers whether or not recipients are required to file tax returns.  Payers must generally withhold 30% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer.  Certain penalties may also apply.

Penalties

(1)Penalty for Failure to Furnish Taxpayer Identification Number.  If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2)Failure to Report Certain Dividend and Interest Payments.  If you fail to include any portion of an includible payment for interest, dividends or patronage dividends in gross income, such failure may result in civil or criminal penalties.

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(3)False Information with Respect to Withholding.  If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.  Falsifying certifications or affirmations may also subject you to criminal penalties including fines and/or imprisonment.

For additional information contact your tax consultant or the Internal Revenue Service.

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EX-99.2

Exhibit 99.2

LETTER OF TRANSMITTAL

Virgin River Casino Corporation

RBG, LLC

B & B B, Inc.

Offer to Exchange All Outstanding
12¾%  Series A Senior Subordinated Discount Notes Due 2013
for
12¾%  Series B Senior Subordinated Discount Notes Due 2013
Pursuant to the Prospectus, dated                   , 2005

This Exchange Offer will expire at 5:00 p.m. New York City time on             , 2005, unless extended.  Tenders may be withdrawn prior to 5:00 p.m., New York City time on the Expiration Date.

Deliver To:  The Bank of New York Trust Company, N.A., Exchange Agent

By Hand or Overnight Courier and by Registered or Certified Mail:	By Facsimile (for eligible institutions only):
	Confirm by Telephone:
Attention:

Delivery of this Letter of Transmittal to an address other than as set forth above, or transmission of instructions via a facsimile number other than as set forth above, will not constitute a valid delivery.

The undersigned hereby acknowledges that he or she has received and reviewed a prospectus, dated                   , 2005 (the “Prospectus”) of Virgin River Casino Corporation, a Nevada corporation, RBG, LLC, a Nevada limited-liability company, and B & B B, Inc., a Nevada corporation, (collectively, “CasaBlanca Resorts”), and this Letter of Transmittal (the “Letter”), which together constitute CasaBlanca Resorts’ offer (the “Exchange Offer”) to exchange an aggregate principal amount at maturity of up to $66,000,000 of its 12¾% Series B Senior Subordinated Discount Notes Due 2013 (the “Series B Notes”) for a like principal amount of its outstanding 12¾% Series A Senior Subordinated Discount Notes Due 2013 (the “Series A Notes”).  The Series B Notes have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement of which the Prospectus is a part.  The term “Expiration Date” shall mean 5:00 p.m., New York City time, on               , 2005, unless CasaBlanca Resorts, in its sole discretion, extends the Exchange Offer, in which case the term shall mean the latest date and time to which the Exchange Offer is extended.  Capitalized terms used but not defined herein have the meaning given to them in the Prospectus.

Please read this entire Letter of Transmittal carefully before completing it, including the instructions which begin on page 4.

2

The term “Holder” with respect to the Exchange Offer means any person in whose name Series A Notes are registered on the books of CasaBlanca Resort or any other person who has obtained a properly completed bond power from the registered holder.  The term “Eligible Institution” is a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc.; a commercial bank or trust company having an office or correspondent in the United States; an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934; or an “eligible institution” that is a participant in a recognized medallion guarantee program.

This Letter is to be used if the Holder desires to tender Series A Notes (i) by delivery of certificates representing such Series A Notes herewith or by book-entry transfer to an account maintained by the Exchange Agent at The Depository Trust Company (“DTC”) according to the procedures set forth in “The Exchange Offer – Procedures for Tendering” section of the Prospectus or (ii) according to the guaranteed delivery procedures set forth in the “The Exchange Offer – Guaranteed Delivery Procedures” section of the Prospectus.  Delivery of documents to The Depository Trust Company (the “Depository”) does not constitute delivery to The Bank of New York Trust Company, N.A. (the “Exchange Agent”).

The undersigned has completed the appropriate boxes below and signed this Letter to indicate the action the undersigned desires to take with respect to the Exchange Offer.  Holders who wish to tender their Series A Notes must complete this letter in its entirety.

List below the Series A Notes to which this Letter relates.  If the space provided below is inadequate, the certificate numbers and principal amounts should be listed on a separately signed schedule affixed hereto.

3

DESCRIPTION OF SERIES A NOTES TENDERED HEREBY

	1	2	3
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	Certificate Number(s)*	Aggregate Principal Amount Represented by Series A Notes	Principal Amount Tendered**
	Total

*	Need not be completed if Series A Notes are being tendered by book-entry transfer.
**	Unless otherwise indicated in this column, a holder will be deemed to have tendered the full aggregate principal amount represented by such Series A Notes. All tenders must be in integral multiples of $1,000. See Instruction 3.

oCheck here if tendered Series A Notes are being delivered by book-entry transfer made to an account maintained by the Exchange Agent with DTC and complete the following:

Name of Tendering Institution

Account Number

Transaction Code Number

oCheck here if tendered Series A Notes are being delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Exchange Agent and complete the following:

Name of Registered Holder(s)
Window Ticket Number (if any)
Date of Execution of Notice of Guaranteed Delivery
Name of Institution that Guaranteed Delivery
Name of Institution that Guaranteed Delivery
If delivered by book-entry transfer:
	Name of Tendering Institution
	Account Number
	Transaction Code Number

oCheck here if you are a broker–dealer and wish to receive 10 additional copies of the Prospectus and 10 copies of any amendments or supplements thereto. 

Name

Address

4

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to CasaBlanca Resorts the principal amount of the Series A Notes indicated above.  Subject to, and effective upon, the acceptance for exchange of such Series A Notes tendered hereby, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, CasaBlanca Resorts all right, title and interest in and to such Series A Notes as are being tendered hereby, including all rights to accrued and unpaid interest thereon as of the Expiration Date.  The undersigned hereby irrevocably constitutes and appoints the Exchange Agent the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that said Exchange Agent acts as the agent of CasaBlanca Resorts in connection with the Exchange Offer) with the full power and authority to assign, transfer and exchange the Series A Notes.  The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign and transfer the Series A Notes tendered hereby and to acquire Series B Notes issuable upon the exchange of such tendered Series A Notes and that when the same are accepted for exchange, CasaBlanca Resorts will acquire good and unencumbered title to the tendered Series A Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim.

The undersigned represents to CasaBlanca Resorts that (i) the Series B Notes received pursuant to the Exchange Offer are being acquired in the ordinary course of business of the person receiving such Series B Notes, whether or not such person is the undersigned; (ii) neither the undersigned nor any other person receiving the Series B Notes tendered with this Letter is engaged or intends to engage in, or has an arrangement or understanding with any person to participate in, the distribution of such Series B Notes; and (iii) neither the undersigned nor any other person receiving the Series B Notes tendered with this Letter is an “affiliate,” as defined under Rule 405 of the Securities Act, of CasaBlanca Resorts.

If the undersigned or the person receiving the Series B Notes covered hereby is a broker-dealer that is receiving the Series B Notes for its own account in exchange for Series A Notes that were acquired as a result of market-making activities or other trading activities, the undersigned acknowledges that it or such other person will deliver a prospectus in connection with any resale of such Series B Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.  The undersigned and any such other person, as a condition to participation in this Exchange Offer, acknowledge that, if they are participating in the Exchange Offer for the purpose of distributing the Series B Notes, (i) they must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale transaction and (ii) failure to comply with such requirements in such instance could result in the undersigned or any such other person incurring liability under the Securities Act for which such persons are not indemnified by CasaBlanca Resorts.

The undersigned agrees that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or CasaBlanca Resorts to be necessary or desirable to complete the exchange, assignment and transfer of the Series A Notes tendered hereby.  The undersigned further agrees that CasaBlanca Resorts’ acceptance of any tendered Series A Notes and its issuance of Series B Notes in exchange therefor shall constitute full performance by CasaBlanca Resorts of its obligations under the Registration Rights Agreement.  CasaBlanca Resorts shall have no further obligations or liabilities thereunder for the registration of the Series A Notes or the Series B Notes.

The Exchange Offer is subject to certain conditions set forth in the Prospectus under the caption “The Exchange Offer – Conditions of the Exchange Offer.”

5

All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned.  This tender may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer – Withdrawal Rights” section of the Prospectus.

Unless otherwise indicated herein in the box entitled “Special Registration Instructions” below, please register the Series B Notes (and, if applicable, substitute certificates representing Series A Notes for any Series A Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Series A Notes, please credit the Holder’s account maintained at DTC.  Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the Series B Notes (and, if applicable, substitute certificates representing Series A Notes for any Series A Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Series A Notes.” The undersigned acknowledges its understanding that if it is surrendering Series A Notes and has completed either the “Special Registration Instructions” box or the “Special Delivery Instructions” box in this Letter, the signature(s) on this Letter must be guaranteed by an Eligible Institution.

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED  “DESCRIPTION OF SERIES A NOTES” ABOVE AND SIGNING THIS LETTER, OR BY COMPLETING A BOOK-ENTRY TRANSFER TO THE EXCHANGE AGENT’S ACCOUNT VIA ATOP PROCEDURES, WILL BE DEEMED TO HAVE TENDERED THE SERIES A NOTES AS SET FORTH IN SUCH BOX ABOVE.

SPECIAL REGISTRATION INSTRUCTIONS	SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4 and 5)	(See Instructions 4 and 5)
To be completed ONLY if the Series B Notes are to be issued in the name of someone other than the undersigned.	To be completed ONLY if the Series B Notes are to be sent to someone other than the undersigned or to the undersigned at an address other than shown under “Description of Series A Notes” on this Letter above.
Issue:  Series B Notes to:	Mail:  Series B Notes to:
Name	Name
(Please Type or Print)	(Please Type or Print)
Address	Address
(Include Zip Code)	(Include Zip Code)
(Taxpayer Identification or Social Security Number)
(See Substitute Form W-9 herein)

6

PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
ý
ý
	Signature(s) of Owner(s)		Date
This Letter must be signed by the registered Holder(s) as the name(s) appear(s) on the Series A Notes or on a security position listing as the owner of the Series A Notes, or by any person(s) authorized to become registered Holder(s) by endorsements and documents transmitted herewith.  If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title.  See Instruction 4.
Name(s)
(Please Type or Print)
Capacity (full title)
Address
(Including Zip Code)
Area Code and Telephone No.
Tax Identification or Social Security No.
(Complete Accompanying Substitute Form W-9)
SIGNATURE GUARANTEE
(If required by Instruction 4)
Signature(s) Guaranteed by an Eligible Institution
		(Authorized Signature)
(Name and Title)
(Name of Firm)
(Phone Number Including Area Code)
Dated

7

PAYOR’S NAME: Virgin River Casino Corporation, RBG, LLC and B & B B, Inc.

THIS SUBSITUTE FORM W-9 MUST BE COMPLETED AND
SIGNED BY ALL TENDERING HOLDERS

Please provide your social security number or other taxpayer identification number on the following Substitute Form W-9 and certify therein that you are not subject to backup withholding.

		Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.
		TIN:
SUBSTITUTE				(Social Security Number or Employer Identification Number)
Form	W-9	Part 2 — Check Box If  TIN Applied For   o
Department of the Treasury		CERTIFICATION:  UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT
Internal Revenue Service		(1)	the number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me);
Payor’s Request For Taxpayer Identification Number (“TIN”) and Certification		(2)	I am not subject to backup withholding either because:  (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding;
		(3)	I am a U.S. person (including a U.S. resident alien); and
		(4)	any other information provided on this form is true and correct.
		SIGNATURE			DATE
You must cross out item (2) of the above certification if you have been notified by the IRS that you are subject to backup withholding because of under-reporting of interest or dividends on your tax return and you have not been notified by the IRS that you are no longer subject to backup withholding.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED

THE BOX IN PART 2 OF SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administrative Office or (b) I intend to mail or deliver an application in the near future.  I understand that if I do not provide a taxpayer identification number by the time of the exchange, the Payor is required to backup withhold on all reportable payments to me thereafter will be withheld until I provide a number.
Signature	Date

NOTE:FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF UP TO 30% OF ANY REPORTABLE PAYMENTS.  PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

8

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1.Delivery of this Letter and Notes

All certificates representing Series A Notes or confirmation of any book-entry transfer to the Exchange Agent’s account at DTC, as well as a properly completed and duly executed copy or facsimile of this Letter, and any other documents required by this Letter, must be received by the Exchange Agent at any of its addresses set forth herein on or prior to the Expiration Date.

The method of delivery of this Letter, the Series A Notes and all other required documents to the Exchange Agent is at the election and risk of the tendering Holders.  Delivery of such documents will be deemed made only when actually received by the Exchange Agent or deemed received under the ATOP procedures.  In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent before the Expiration Date.  Delivery to an address other that as set forth herein, or transmission to a facsimile number other than as set forth herein, will not constitute a valid delivery.

No alternative, conditional, irregular or contingent tenders will be accepted.  All tendering Holders of Series A Notes, by execution of this Letter, or by tendering the Series A Notes via ATOP, as the case may be, shall waive any right to receive notice of the acceptance of their Series A Notes for exchange.

2.Guaranteed Delivery Procedures

Holders who desire to tender Outstanding Notes for exchange, but who cannot comply with the procedures for tendering on a timely basis set forth in the Prospectus under the caption “The Exchange Offer – Procedures for Tendering Old Notes” or whose Outstanding Notes are not immediately available may tender in one of the following two ways:

(1)           (a)           The tender is made through an Eligible Institution;

(b)           prior to the Expiration Date, the Exchange Agent receives from such Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery) (i) setting forth the name and address of the Holder, the certificate number(s) of the Series A Notes tendered and the principal amount of such Series A Notes, (ii) stating that the tender is being made thereby, and (iii) guaranteeing that, within five business days after the Expiration Date, the properly completed and validly executed Letter (or facsimile thereof), together with the certificates representing the Series A Notes, or a book-entry confirmation, and any other required documents, will be deposited by the Eligible Institution with the Exchange Agent; and

(c)           such properly completed and executed Letter (or facsimile thereof), as well as duly executed certificates representing all tendered Series A Notes in proper form for transfer, or a book-entry confirmation, and all other required documents are received by the Exchange Agent within five business days after the Expiration Date.

or

(2)           (a)           Prior to the Expiration Date, the Exchange Agent receives an agent’s message from DTC stating that DTC has received an express acknowledgment from the participant in DTC tendering the Series A Notes that they have received and agree to be bound by the Notice of Guaranteed Delivery; and

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(b)           the Exchange Agent receives, within five business days after the Expiration Date, either (1) a book-entry confirmation transmitted via DTC’s ATOP procedures, or (2) a properly completed and executed Letter or facsimile thereof, together with the certificate(s) representing all tendered Series A Notes in proper form for transfer, or a book-entry confirmation, and all other required documents.

Upon request, the Exchange Agent will send a Notice of Guaranteed Delivery to a Holder who wishes to tender Outstanding Notes according to the guaranteed delivery procedures set forth above.  Such Holder must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery prior to the Expiration Date.  Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any properly completed and executed Letter properly completed and executed by a Holder who attempted to use the guaranteed delivery procedures.

3.Partial Tenders; Withdrawals

If less than all of the aggregate principal amount of the Series A Notes evidenced by a submitted certificate is to be tendered, the tendering Holder(s) should fill in the aggregate principal amount of Series A Notes to be tendered in the box above entitled “Description of Series A Notes – Principal Amount Tendered.” A reissued certificate representing the balance of untendered aggregate principal amount of Series A Notes will be sent to such tendering Holder, unless otherwise provided in the appropriate box on this Letter, promptly after the Expiration Date.  All of the aggregate principal amount of the Series A Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.  Tenders of Series A Notes will be accepted only in integral multiples of $1,000.

A Holder may withdraw a tender of Series A Notes at any time prior to the Expiration Date.  Thereafter, tenders of Series A Notes are irrevocable.  To be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Exchange Agent.  Any such notice of withdrawal must (i) specify the name of the withdrawing Holder, (ii) identify the Series A Notes to be withdrawn (including the certificate number(s) and principal amount of such Series A Notes, or, in the case of Series A Notes transferred by book-entry transfer, the name and number of the account at the book-entry transfer facility to be credited), (iii) be signed by the Holder in the same manner as the original signature on this Letter (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the Trustee with respect to the Series A Notes register the transfer of such Series A Notes into the name of the person withdrawing the tender and (iv) specify the name in which any such Series A Notes are to be registered, if different from that of the Depositor.  Any Series A Notes that have been tendered but not accepted for exchange will be returned to the Holder thereof without cost to such Holder as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer.

4.Signatures on this Letter; Bond Powers and Endorsements; Guarantee of Signatures

If this Letter is signed by the registered Holder of the Series A Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever.  If this Letter is signed by a DTC participant, the signature must correspond exactly as it appears on the security position listing as the owner of the Series A Notes.

If any tendered Series A Notes are registered or owned of record by two or more joint owners, all such owners must sign this Letter.

If any tendered Series A Notes are registered in different names, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations of the Series A Notes.

When this Letter is signed by the registered Holder(s) of the Series A Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required.  If, however, the

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Series B Notes are to be issued, or any Series A Notes are to be reissued, to a person other than the registered Holder, then endorsements of any certificates transmitted hereby or separate bond powers are required.  Signatures on such certificate(s) must be guaranteed by an Eligible Institution.

If this Letter is signed by a person other than the registered Holder(s) of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered Holder(s) appear(s) on the certificate(s), and signatures on such certificate(s) must be guaranteed by an Eligible Institution.

If this Letter or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and unless waived by CasaBlanca Resorts, proper evidence satisfactory to CasaBlanca Resorts of their authority to so act must be submitted.

Endorsements on certificates for Series A Notes or signatures on bond powers required by this Instruction 4 must be guaranteed by a firm which is a member of a registered National Securities Exchange or a member of the National Association of Securities Dealers, Inc.  or by a commercial bank or trust company having an office or correspondent in the United States or by such other eligible institution within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended.

Signatures on this letter need not be guaranteed by an Eligible Institution, provided the Series A Notes are tendered:  (i) by a registered Holder (which term, for purposes of the Exchange Offer, includes any participant in the depository system whose name appears on a security position listing as the holder of such Series A Notes) of Series A Notes tendered who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this letter, or (ii) for the account of an Eligible Institution.

5.Special Registration and Delivery Instructions

Tendering Holders of Series A Notes should indicate in the applicable box the name and address to which the Series B Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing the principal amount of Series A Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter.  In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated.  Holders tendering Series A Notes by book-entry transfer may request that Series A Notes not exchanged be credited to such amount maintained at the Depository as such Holder may designate.  If no such instructions are given, such Series A Notes not exchanged will be returned to the name and address of the person signing this Letter or deposited at such Holder’s DTC account.

6.Transfer Taxes

CasaBlanca Resorts shall pay all transfer taxes, if any, applicable to the transfer and exchange of the Series A Notes to it or its order pursuant to the Exchange Offer.  If a transfer tax is imposed for any other reason other than the transfer of Series A Notes to CasaBlanca Resorts or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered Holder or any other persons) will be payable by the tendering Holder.  If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Series A Notes specified in this Letter.

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7.Waiver of Conditions

CasaBlanca Resorts reserves the absolute right to waive satisfaction, in whole or in part, of any or all conditions set forth in the Prospectus.

8.Mutilated, Lost, Stolen or Destroyed Series A Notes

Any Holder whose Series A Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

9.Requests for Assistance or Additional Copies

Questions relating to the procedures for tendering, as well as requests for additional copies of the Prospectus and this Letter, may be directed to the Exchange Agent, at the address and telephone number indicated above.  In addition, all questions relating to the Exchange Offer, as well as requests for assistance or additional copies of the Prospectus and this Letter, may be directed to CasaBlanca Resorts at 950 West Mesquite Boulevard, Mesquite, Nevada 89027, Attention: Curt Mayer, Chief Financial Officer (telephone: (702) 346-4040).

10.Validity and Form

CasaBlanca Resorts will determine in its sole discretion all questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Series A Notes, which determination will be final and binding.  CasaBlanca Resorts reserves the absolute right to reject any and all Series A Notes not properly tendered or any Series A Notes CasaBlanca Resorts’ acceptance of which would, in the opinion of counsel for CasaBlanca Resorts, be unlawful.  CasaBlanca Resorts also reserves the right to waive any defects, irregularities or conditions of tender as to particular Series A Notes.  CasaBlanca Resorts’ interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter) will be final and binding on all parties.  Unless waived, any defects or irregularities in connection with tenders of Series A Notes must be cured within such time as t CasaBlanca Resorts shall determine.  Although CasaBlanca Resorts intends to notify Holders of defects or irregularities with respect to tenders of Series A Notes, neither CasaBlanca Resorts, the Exchange Agent, nor any other person shall incur liability for failure to give such notification.  Tenders of Series A Notes will not be deemed to have been made until such defects or irregularities have been cured or waived.  Any Series A Notes received by the Exchange Agent that are not properly tendered as to which the defects or irregularities have not been cured or waived, will be returned by the Exchange Agent to the tendering Holders as soon as practicable following the Expiration Date.

Important: This Letter of Transmittal or a facsimile thereof (together with Series A Notes or confirmation of book-entry transfer and all other required documents) or a Notice of Guaranteed Delivery must be received by the Exchange Agent on or prior to the Expiration Date.

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IMPORTANT TAX INFORMATION

Under federal income tax law, a Holder tendering Series A Notes is required to provide the Exchange Agent with the Holder’s correct TIN on Substitute Form W-9 above.  If such Holder is an individual, the TIN is the Holder’s social security number.  The Certificate of Awaiting Taxpayer Identification Number should be completed if the tendering Holder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future.  If the Exchange Agent is not provided with the correct TIN, the Holder may be subject to a $50 penalty imposed by the IRS.  In addition, payments that are made to such Holder with respect to tendered Series A Notes may be subject to backup withholding.  False statements, certifications or affirmations may result in additional civil and/or criminal penalties.

Certain Holders (including, among others, certain corporations, certain foreign individuals and foreign entities) are not subject to these backup withholding and reporting requirements.  Such a Holder who satisfies one or more of the conditions set forth in Part 2 of the Substitute Form W-9 should execute the certification following such Part 2.  In order for a foreign Holder to qualify as an exempt recipient, that Holder must submit to the Exchange Agent a properly completed IRS Form W-8, signed under penalties of perjury, attesting to that Holder’s exempt status.  Such forms can be obtained from the Exchange Agent.

If backup withholding applies, the Exchange Agent is required to withhold up to 30% of any reportable amounts otherwise payable to the Holder.  Backup withholding is not an additional tax.  Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld.  If withholding results in an overpayment of taxes, a refund may be obtained from the IRS.

Purpose of Substitute Form W-9.

To prevent backup withholding on payments that are made to a Holder with respect to Series A Notes tendered for exchange, the Holder is required to notify the Exchange Agent of his or her correct TIN by completing the form herein certifying that the TIN provided on Substitute Form W-9 is correct (or that such Holder is awaiting a TIN) and that (i) such Holder is exempt, (ii) such Holder has not been notified by the IRS that he or she is subject to backup withholding as a result of failure to report all interest or dividends or (iii) if the Holder has been subject to backup withholding, that the IRS has notified such Holder that he or she is no longer subject to backup withholding.

What Number to Give the Exchange Agent.

Each Holder is required to give the Exchange Agent the social security number or employer identification number of the record Holder(s) of the Series A Notes.  If Series A Notes are in more than one name or are not in the name of the actual Holder, consult the instructions on IRS Form W-9, which may be obtained from the Exchange Agent, for additional guidance on which number to report.

Certificate of Awaiting Taxpayer Identification Number.

If the tendering Holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, write “Applied For” in the space for the TIN on Substitute Form W-9, sign and date the form and the Certificate of Awaiting Taxpayer Identification Number and return them to the Exchange Agent.  If such certificate is completed and the Exchange Agent is not provided with the TIN within 60 days, the Exchange Agent will withhold up to 30% on all reportable payments made thereafter until a TIN is provided to the Exchange Agent.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer.– Social Security numbers (SSNs) have nine digits separated by two hyphens: e.g., 000-00-0000.  Employer identification numbers (EINs) have nine digits separated by only one hyphen: e.g., 00-0000000.  The table below will help determine the number to give the payer.

For this Type of Account:		Give the Social Security Number of –
1.	An individual’s account	The individual
2.	Two or more individuals (joint account)	the actual owner of the account or, if combined funds, the first individual on the account (1)
3.	Husband and wife (joint account)	The actual owner of the account or, if combined funds, the first individual on the account (1)
4.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor (2)
5.	Adult and minor (joint account)	The actual owner of the account or, if combined funds, the first individual on the account (1)
6.	Account in the name of guardian or committee for a designated ward, minor, or incompetent person	The ward, minor, or incompetent person (3)
7.	a.  The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee (1)
	b.  So-called trust account that is not a legal or valid trust under State law	The actual owner (1)
8.	Sole proprietorship account	The owner (4)
9.	A valid trust, estate, or pension trust	The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.) (5)
10.	Corporate account	The corporation
11.	Religious, charitable or educational organization account	The organization
12.	Partnership account held in the name of the business	The partnership (6)
13.	Association, club or other tax-exempt organization	The organization
14.	A broker or registered nominee	The broker or nominee
15.	Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments	The public entity

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(1)List first and circle the name of the person whose number you furnish.  If only one person on a joint account has an SSN, that person’s number must be furnished.

(2)Circle the minor’s name and furnish the minor’s SSN.

(3)Circle the ward’s, minor’s or incompetent person’s name and furnish such person’s SSN.

(4)Show the name of the owner but you may also enter your business or “doing business as” name.  You may use either your SSN or your EIN (if you have one).  This also applies to a single-member limited liability company that is disregarded as an entity separate from its owner for federal purposes.

(5)List first and circle the name of the legal trust, estate, or pension trust.

(6This also applies to a limited liability company (LLC) with at least two members.

Note:If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Obtaining a Number

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Number Card, Form SS-4, Application for Employer Identification Number, or Form W-7, Application for IRS Individual Taxpayer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

Payees Exempt From Backup Withholding

Payees specifically exempted from backup withholding on ALL payments include
the following:

•Certain corporations.

•Certain financial institutions.

•An organization exempt from tax under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), an individual retirement account, or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).

•The United States or any agency or instrumentality thereof.

•A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.

•A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.

•An international organization or any agency, or instrumentality thereof.

•Certain dealers in securities or commodities required to register in the United States, the District of Columbia or a possession of the United States.

•Certain real estate investment trusts.

•Certain common trust funds operated by a bank under Section 584(a) of the Code.

•Certain exempt charitable remainder trusts described in Section 664 of the Code and certain non-exempt trusts described in Section 4947 of the Code.

•Certain entities registered at all times under the Investment Company Act of 1940.

•Certain foreign central banks of issue.

•Certain futures commission merchants registered with the Commodity Futures Trading Commission.

•Certain middlemen known in the investment community as nominees or custodians.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

•Payments to nonresident aliens subject to withholding under Section 1441 of the Code.

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•Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident partner.

•Payments of patronage dividends where the amount received is not paid in money.

•Payments made by certain foreign organizations.

•Section 404(k) payments made by an ESOP.

Payments of interest not generally subject to backup withholding include the following:

•Payments of interest on obligations issued by individuals.  Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

•Payments of tax-exempt interest (including exempt-interest dividends under Section 852 of the Code).

•Payments described in Section 6049(b)(5) of the Code to nonresident aliens.

•Payments on tax-free covenant bonds under Section 1451 of the Code.

•Payments made by certain foreign organizations.

•Mortgage or student loan interest paid to you.

Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding.  File this form with the payer, furnish your taxpayer identification number, check the box provided to indicate that you are exempt from backup withholding, and return it to the payer.  If the payments are interest, dividends, or patronage dividends, also sign and date the form.  If you are a nonresident alien or a foreign entity not subject to backup withholding, file with the payer a completed Internal Revenue Form W-8 (certificate of foreign status).

Certain payments other than interest dividends and patronage dividends that are not subject to information reporting are also not subject to backup withholding.  For details, see the regulations under Sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N of the Code and the regulations promulgated thereunder.

Privacy Act Notice. – Section 6109 of the Code requires you to give taxpayer identification numbers to payers who must report the payments to the IRS.  The IRS uses the numbers for identification purposes.  Payers must be given the numbers whether or not recipients are required to file tax returns.  Payers must generally withhold 30% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer.  Certain penalties may also apply.

Penalties

(1)           Penalty for Failure to Furnish Taxpayer Identification Number.  If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2)           Failure to Report Certain Dividend and Interest Payments.  If you fail to include any portion of an includible payment for interest, dividends or patronage dividends in gross income, such failure may result in civil or criminal penalties.

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(3)           False Information with Respect to Withholding.  If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.  Falsifying certifications or affirmations may also subject you to criminal penalties including fines and/or imprisonment.

For additional information contact your tax consultant or the Internal Revenue Service.

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