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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 1019, 2009

Black Gaming, LLC
(Exact name of registrant as specified in its charter)


Nevada	333-123179	20-8160036
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


10777 W Twain Ave, Las Vegas, Nevada		89135
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (702) 318-6888

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

~~Item~~On February ~~2.04~~19, ~~Triggering~~2009, ~~Events~~Black ~~That~~Gaming, ~~Accelerate~~LLC or(together ~~Increase~~with its direct and indirect wholly-owned subsidiaries, the “Company”) entered into a ~~Direct~~Forbearance ~~Financial~~Agreement ~~Obligation~~(the or“Noteholders anForbearance Agreement”) ~~Obligation~~with entities (collectively, the “Noteholders”) who have represented that they hold more than 75% of the Company’s $125 million 9.0% Senior Secured Notes due 2012 (the “Notes”). The Noteholders Forbearance Agreement provides that during the Forbearance Period (as defined in the Noteholders Forbearance Agreement) the Noteholders will forbear from exercising rights and remedies that are available under anthe ~~Off-Balance~~Indenture, ~~Sheet~~dated ~~Arrangement~~December 20, 2004 (the “Indenture”), governing the Notes and the other Loan Documents (as defined in the Noteholders Forbearance Agreement) relating to certain Specified Defaults (as defined in the Noteholders Forbearance Agreement) including the Company’s failure to make the January 15, 2009 interest payment on the Notes. The Noteholders also agreed to forbear from taking any action to cause the Trustee under the Indenture to exercise any of the Trustee’s rights or remedies arising out of the Specified Defaults, and, if the Trustee does take any action with respect to any of the Specified Defaults during the Forbearance Period, to the extent provided for in the Loan Documents, the Noteholders will cause the Trustee to forbear from exercising any of its rights or remedies under the Loan Documents.

~~Item 8~~The Forbearance Period commences on the Effective Date and, unless earlier terminated in accordance with the terms of the Forbearance Agreement, goes through the Termination Date (each as defined in the Noteholders Forbearance Agreement).01 ~~Other~~The ~~Events~~Termination Date is March 9, 2009, provided that (i) the Company provides a restructuring term sheet to the professional advisors of the Noteholders by March 2, 2009 and (ii) the Company provides certain projections to the professional advisors of the Noteholders by March 6, 2009.

AsThe ~~previously~~Company ~~disclosed,~~has ~~Black~~also ~~Gaming,~~agreed ~~LLC~~to ~~(“Black~~pay ~~Gaming”~~certain ~~and~~fees ~~together with its direct~~ and ~~indirect~~ ~~wholly-owned~~expenses ~~subsidiaries,~~incurred ~~the~~by ~~“Company”) failed to make~~ the ~~$5.625 million~~professional ~~interest~~advisors ~~payment due on January 15, 2009 to the holders~~ of the ~~$125 million~~Noteholders ~~9.0% Senior Secured Notes due 2012 (the “Notes”) issued by Black Gaming’s direct~~ and ~~indirect~~to ~~wholly-owned~~provide ~~subsidiaries~~them ~~Virgin River Casino Corporation (“VRCC”), RBG, LLC (“RBG”) and B & B B, Inc. (“BBB” and collectively~~ with ~~VRCC~~ ~~and~~reasonable ~~RBG,~~access ~~the “Issuers”). The Company also failed~~ to ~~make~~ the ~~interest payment prior to February 15, 2009, which was the expiration of the 30-day grace period provided in the Indenture, dated December 20, 2004 (the “Indenture”), governing the Notes~~Company. ~~Therefore, an event of default has~~ ~~occurred under the Indenture, and the aggregate principal amount of the Notes, plus the unpaid~~ ~~accrued interest and any other amounts due and owing on the Notes could be declared immediately due~~ ~~and payable by the Trustee under the Indenture or by holders of 25% or more of the aggregate principal amount of the Notes.~~

As previously disclosed, a covenant in the Amended and Restated Forbearance Agreement dated February 12, 2009 between the Company isand inWells ~~discussions~~Fargo ~~with~~Foothill, anInc. ad(“Wells ~~hoc~~Fargo ~~committee~~Foothill”) required ofthe ~~entities~~Company to execute the Noteholders Forbearance Agreement by February 17, 2009. As the ~~who~~Noteholders ~~have~~Forbearance ~~represented~~Agreement ~~that~~was ~~they~~executed ~~hold~~outside ~~more~~of ~~than~~this ~~75%~~timeframe, the Company is currently in breach of the ~~Notes~~terms ~~(collectively,~~of the ~~“Noteholders”)~~Wells Fargo Foothill Amended and Restated Forbearance Agreement, and ~~regarding~~Wells Fargo Foothill has the right to exercise any and all rights and remedies under the Company’s Credit ~~financial~~Agreement ~~alternatives.~~with ~~The~~Wells ~~Company~~Fargo isFoothill, ~~also~~dated inas ~~discussions~~of ~~with~~December 20, 2004, as amended (the “Credit ~~Noteholders~~Agreement), ~~regarding~~including the ~~execution~~acceleration of athe ~~forbearance~~Company’s ~~agreement~~obligations ~~related~~under the Credit Agreement of approximately $14.9 million. If Wells Fargo Foothill elects to exercise any of its rights or remedies under the ~~Indenture~~Credit ~~and~~Agreement, a default would occur under the Noteholders Forbearance ~~Notes~~Agreement.

~~Failure~~The toforegoing ~~make~~summary ~~the interest payment on the Notes also constituted an event~~ of ~~default under~~ the ~~Company’s~~Noteholders Credit Agreement with Wells Fargo Foothill, Inc. (“Wells Fargo Foothill”), dated as of December 20, 2004, as amended (the “Credit Agreement). As described below, on February 12, 2009, the Company entered into an Amended and Restated Forbearance Agreement ~~with~~is ~~Wells~~qualified ~~Fargo Foothill (the “Wells Fargo Foothill Amended and Restated Forbearance Agreement”) with respect to the Credit Agreement. A covenant~~ in ~~the~~its ~~Wells~~entirety ~~Fargo Foothill Amended and Restated Forbearance Agreement required the Company to execute a forbearance agreement with the Noteholders~~ by ~~February~~ ~~17,~~reference ~~2009 with respect~~ to the ~~Indenture~~complete ~~and~~text ~~the~~of ~~Notes. As no forbearance agreement was executed with~~ the Noteholders ~~within this timeframe, the Company is currently in breach of the terms of the Wells Fargo Foothill Amended and Restated~~ Forbearance Agreement, ~~and~~a ~~Wells~~copy ~~Fargo~~of ~~Foothill~~which ~~has the~~is ~~right~~attached tohereto ~~exercise~~as ~~any~~Exhibit 10.1 and ~~all~~is ~~rights~~incorporated ~~and~~herein ~~remedies~~by ~~under the Credit Agreement, including the acceleration of the Company’s obligations under the Credit Agreement of approximately $14~~reference.9 ~~million.~~

~~Wells~~Item ~~Fargo~~9.01 ~~Foothill~~– ~~Amended~~Financial Statements and ~~Restated Forbearance Agreement~~ Exhibits.

On February 12, 2009, the Company and Wells Fargo Foothill entered into the Wells Fargo Foothill Amended and Restated Forbearance Agreement with respect to the Credit Agreement.


Exhibit		Name
Exhibit 10.1		Forbearance Agreement dated February 19, 2009 between the Company and the Noteholders

~~The Forbearance Termination Date (as defined in the Wells Fargo Foothill Amended and Restated~~SIGNATURES ~~Forbearance Agreement) is March 2, 2009, subject to extension to March 9, 2009 or earlier~~ ~~termination as provided in the Wells Fargo Foothill Amended and Restated Forbearance Agreement. A~~ ~~covenant in the Wells Fargo Foothill Amended and Restated Forbearance Agreement required the~~ Company to execute a forbearance agreement with the Noteholders by February 17, 2009 with respect to the Indenture and the Notes. As no forbearance agreement was executed with the Noteholders within this timeframe, the Company is currently in breach of the terms of the Wells Fargo Foothill Amended and Restated Forbearance Agreement, and Wells Fargo Foothill has the right to exercise any and all rights and remedies under the Credit Agreement, including the acceleration of the Company’s obligations under the Credit Agreement of approximately $14.9 million. Wells Fargo Foothill also consented to the continued reduction of operations at the Company’s Oasis Resort Casino Golf and Spa (the “Oasis”) during the Forbearance Period.

~~The~~Pursuant ~~foregoing~~to ~~summary~~the requirements of the ~~Wells~~Securities ~~Fargo~~Exchange ~~Foothill~~Act ~~Amended~~of ~~and~~1934, ~~Restated Forbearance Agreement is qualified in its entirety by reference to~~ the ~~complete~~registrant ~~text~~has ofduly ~~the~~caused ~~Wells~~this ~~Fargo~~report ~~Foothill Amended~~to ~~and~~be ~~Restated~~signed ~~Forbearance~~on ~~Agreement,~~its abehalf ~~copy~~by ofthe ~~which~~undersigned ishereunto ~~attached~~duly ~~hereto as Exhibit 10~~authorized.~~1 and is~~ ~~incorporated herein by reference.~~

Extension of Oasis Gaming and Liquor Licenses


	Black Gaming, LLC



Date: February 20, 2009	By:	/s/ Sean P. McKay

		Sean P. McKay
	Its:	Chief Accounting Officer

~~Item 9.01~~EXHIBIT ~~— Financial Statements and Exhibits.~~INDEX

Exhibit		Name
Exhibit 10.1		~~Amended and Restated~~ Forbearance Agreement dated February 1219, 2009 between the Company and ~~Wells~~the ~~Fargo Foothill~~Noteholders

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Black Gaming, LLC
Date: February 19, 2009	By:	/s/ Sean P. McKay
		Sean P. McKay
		Its: Chief Accounting Officer

EXHIBIT INDEX

Exhibit		Name
Exhibit 10.1		Amended and Restated Forbearance Agreement dated February 12, 2009 between the Company and Wells Fargo Foothill

Filing Compare · BLACK GAMING, LLC