JOINDER TO THE BAILEE AGREEMENTOther Agreements |
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VIRGIN RIVER CASINO CORP | WELLS FARGO FOOTHILL, INC | THE BANK OF NEW YORK TRUST COMPANY, N.A. | Black Gaming, LLC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 10.14
JOINDER TO THE BAILEE AGREEMENT
This Joinder (this “Joinder”)
to the Bailee Agreement (the “Agreement”) dated December 20, 2004
by and among WELLS FARGO FOOTHILL, INC., a California corporation (“First
Secured Party”) in its capacity as the arranger and administrative
agent for the lenders party to the Credit Agreement (as defined in the
Agreement), THE BANK OF NEW YORK TRUST COMPANY, N.A. (“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, a “Grantor”) is made this 31st day of
December 2006 , by and among the Grantors, Black Gaming, LLC (the “Additional
Grantor”), the First Secured Party, the Second Secured Party and the
Bailee.
W I T N E S S
E T H:
WHEREAS, the Grantors desire to enter into a reorganization;
WHEREAS pursuant to certain agreements related to indebtedness incurred by certain of the Grantors, the Additional Grantor is obligated to become a party to the Agreement as a result of the reorganization;
WHEREAS pursuant to the reorganization certain of the Pledged Collateral, as defined in the Agreement, have been transferred as more particularly described in Exhibit A attached hereto; and
WHEREAS the transfers of the Pledged Collateral pursuant to the reorganization have been approved by the Nevada Gaming Authorities as required by Section 1 of the 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, the Additional Grantor and Grantors hereby agrees as follows:
1. AGREEMENT TO BE BOUND BY TERMS OF AGREEMENT. The Additional Grantor hereby agrees that upon execution of this Joinder, it shall become a party to the Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement as though an original party thereto and shall be deemed a Borrower for all purposes thereof.
2. EXHIBIT. Exhibit A attached hereto accurately and completely amends and restates Exhibit A provided in the Agreement.
3. SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, this Joinder shall bind and inure to the benefit of and be enforceable by each of the First Secured Party and the Second Secured Party and the respective successors and assigns of each of them and each Additional Borrower and each of its successors and assigns, respectively, in accordance with the terms and conditions of the Agreement.
4. COUNTERPARTS. This Joinder may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Joinder as of the date first above written.
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Black
Gaming, LLC, |
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Wells
Fargo Foothill, Inc., as First
Secured Party |
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as Additional Grantor |
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By: |
/s/ Robert R. Black, Sr. |
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By: |
/s/ Kevin P. Smith |
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Name: Robert R. Black, Sr. |
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Name: Kevin P. Smith |
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Title: Manager |
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Title: Vice President |
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Virgin River Casino Corporation |
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The Bank of New York Trust Company, N.A., |
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as Grantor |
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as Second Secured Party |
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By: |
/s/ Robert R. Black, Sr. |
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By: |
/s/ Sandee Parks |
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Name: Robert R. Black, Sr. |
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Name: Sandee Parks |
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Title: President |
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Title: Vice President |
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R. Black, Inc. |
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Nevada
Title Company, as Bailee |
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as Grantor |
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By: |
/s/ Robert R. Black, Sr. |
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By: |
/s/ Troy Lockhead |
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Name: Robert R. Black, Sr. |
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Name: Troy Lockhead |
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Title: President |
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Title: Vice President |
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Robert R. Black, Sr. Gaming Properties Trust |
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u/a/d May 24, 2004 |
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as Grantor |
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By: |
/s/ Robert R. Black, Sr. |
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Name: Robert R. Black, Sr. |
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Title: Trustee |
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