Exhibit 10.3


 


COMMERCIAL GUARANTY


 


	
  Principal

  	
   

  	
  Loan Date

  	
   

  	
  Maturity

  	
   

  	
  Loan No.

  	
   

  	
  Call/Coll

  	
   

  	
  Account

  	
   

  	
  Officer

  	
   

  	
  Initials

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  7015103

  	
   

  	
  1E/45

  	
   

  	
   

  	
   

  	
  CH

  	
   

  	
   

  



 


References in the boxes above are for Lender’s use
only and do not limit the applicability of this document to any particular loan
or item. Any item above containing “***” has been omitted due to text length
limitations


 


	
  Borrower:

  	
   

  	
  AWI GAMING, INC.

  P.O. Box 56

  Lovelock, NV 89419

  	
   

  	
  Lender:

  	
   

  	
  GREAT BASIN BANK OF

  NEVADA

  Fallon Office

  498 W. Williams Avenue

  Fallon, NV 89406

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Guarantor:

  	
   

  	
  AMERICAN WAGERING, INC.

  675 Grier Drive

  Las Vegas, NV 89119-3738

  	
   

  	
   

  	
   

  	
   

  



 


CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE.  For good and valuable consideration,
Guarantor absolutely and unconditionally guarantees full and punctual payment
and satisfaction of the Indebtedness of Borrower to Lender, and the performance
and discharge of all Borrower’s obligations under the Note and the Related
Documents.  This is a guaranty of payment
and performance and not of collection, so Lender can enforce this Guaranty
against Guarantor even when Lender has not exhausted Lender’s remedies against
anyone else obligated to pay the Indebtedness or against any collateral
securing the Indebtedness, this Guaranty or any other guaranty of the
Indebtedness.  Guarantor will make any
payments to Lender or its order, on demand, in legal tender of the United
States of America, in same-day funds, without set-off or deduction or
counterclaim, and will otherwise perform Borrower’s obligations under the Note
and Related Documents.  Under this
Guaranty, Guarantor’s liability is unlimited and Guarantor’s obligations are
continuing.


 


INDEBTEDNESS. 
The word “Indebtedness” as used in this Guaranty means all of the
principal amount outstanding from time to time and at any one or more times,
accrued unpaid interest thereon and all collection costs and legal expenses
related thereto permitted by law, attorneys’ fees, arising from any and all
debts, liabilities and obligations of every nature or form, now existing or
hereafter arising or acquired, that Borrower individually or collectively or
interchangeably with others, owes or will owe Lender.  “Indebtedness” includes, without limitation,
loans, advances, debts, overdraft indebtedness, credit card indebtedness, lease
obligations, liabilities and obligations under any interest rate protection
agreements or foreign currency exchange agreements or commodity price
protection agreements, other obligations, and liabilities of Borrower, and any
present or future judgments against Borrower, future advances, loans or
transactions that renew, extend, modify, refinance, consolidate or substitute
these debts, liabilities and obligations whether: voluntarily or involuntarily
incurred; due or to become due by their terms or acceleration; absolute or
contingent; liquidated or unliquidated; determined or undetermined; direct or 


 


1

















 


indirect; primary or secondary in nature or arising
from a guaranty or surety; secured or unsecured; joint or several or joint and
several; evidenced by a negotiable or non-negotiable instrument or writing;
originated by Lender or another or others; barred or unenforceable against
Borrower for any reason whatsoever; for any transactions that may be voidable
for any reason (such as infancy, insanity, ultra vires or otherwise); and
originated then reduced or extinguished and then afterwards increased or
reinstated.


 


If Lender presently holds one or more guaranties, or
hereafter receives additional guaranties from Guarantor, Lender’s rights under
all guaranties shall be cumulative.  This
Guaranty shall not (unless specifically provided below to the contrary) affect
or invalidate any such other guaranties. Guarantor’s liability will be
Guarantor’s aggregate liability under the terms of this Guaranty and any such
other unterminated guaranties.


 


CONTINUING GUARANTY. 
THIS IS A “CONTINUING GUARANTY” UNDER WHICH GUARANTOR AGREES TO
GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE
INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR
ACQUIRED, ON AN OPEN AND CONTINUING BASIS. 
ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR
DIMINISH GUARANTOR’S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY
REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE
OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME.


 


DURATION OF GUARANTY. 
This Guaranty will take effect when received by Lender without the
necessity of any acceptance by Lender, or any notice to Guarantor or to
Borrower, and will continue in full force until all the indebtedness incurred
or contracted before receipt by Lender of any notice of revocation shall have
been fully and finally paid and satisfied and all of Guarantor’s other obligations
under this Guaranty shall have been performed in full.  If Guarantor elects to revoke this Guaranty,
Guarantor may only do so in writing. 
Guarantor’s written notice of revocation must be mailed to Lender, by
certified mail, at Lender’s address listed above or such other place as Lender
may designate in writing.  Written
revocation of this Guaranty will apply only to new Indebtedness created after
actual receipt by Lender of Guarantor’s written revocation.  For this purpose and without limitation, the
term “new Indebtedness” does not include the Indebtedness which at the time of
notice of revocation is contingent, unliquidated, undetermined or not due and
which later becomes absolute, liquidated, determined or due.  For this purpose and without limitation, “new
Indebtedness” does not include all or part of the Indebtedness that is:
incurred by Borrower prior to revocation; incurred under a commitment that
became binding before revocation; any renewals, extensions, substitutions, and
modifications of the Indebtedness.  This
Guaranty shall bind Guarantor’s estate as to the Indebtedness created both
before and after Guarantor’s death or incapacity, regardless of Lender’s actual
notice of Guarantor’s death.  Subject to
the foregoing, Guarantor’s executor or administrator or other legal
representative may terminate this Guaranty in the same manner in which
Guarantor might have terminated it and with the same effect.  Release of any other guarantor or termination
of any other guaranty of the Indebtedness shall not affect the liability of
Guarantor under this Guaranty.  A
revocation Lender receives from any one or more Guarantors shall not affect the
liability of any remaining Guarantors under this Guaranty.  It is anticipated that fluctuations may occur
in the aggregate amount of the Indebtedness covered by this Guaranty, and
Guarantor specifically acknowledges and agrees that reductions in the amount of
the Indebtedness, even to zero dollars ($0.00), shall not constitute a
termination of this Guaranty.  This
Guaranty is binding upon Guarantor and Guarantor’s heirs, successors and
assigns so long as any of the Indebtedness remains unpaid and even though the
Indebtedness may from time to time be zero dollars ($0.00).


 


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GUARANTOR’S AUTHORIZATION TO LENDER.  Guarantor authorizes Lender, either before or
after any revocation hereof, without notice or demand and without lessening
Guarantor’s liability under this Guaranty, from time to time: (A) prior to
revocation as set forth above, to make one or more additional secured or
unsecured loans to Borrower, to lease equipment or other goods to Borrower, or
otherwise to extend additional credit to Borrower; (B) to alter,
compromise, renew, extend, accelerate, or otherwise change one or more times
the time for payment or other terms of the Indebtedness or any part of the
Indebtedness, including increases and decreases of the rate of interest on the
Indebtedness; extensions may be repeated and may be for longer than the original
loan term; (C) to take and hold security for the payment of this Guaranty
or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide
not to perfect, and release any such security, with or without the substitution
of new collateral; (D) to release, substitute, agree not to sue, or deal
with any one or more of Borrower’s sureties, endorsers, or other guarantors on
any terms or in any manner Lender may choose; (E) to determine how, when
and what application of payments and credits shall be made on the Indebtedness;
(F) to apply such security and direct the order or manner of sale thereof,
including without limitation, any nonjudicial sale permitted by the terms of
the controlling security agreement or deed of trust, as Lender in its discretion
may determine: (G) to sell. 
transfer, assign or grant participations in all or any part of the
Indebtedness; and (H) to assign or transfer this Guaranty in whole or in
part.


 


GUARANTOR’S REPRESENTATIONS AND WARRANTIES.  Guarantor represents and warrants to Lender
that (A) no representations or agreements of any kind have been made to
Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this
Guaranty is executed at Borrower’s request and not at the request of Lender; (C) Guarantor
has full power, right and authority to enter into this Guaranty; (D) the
provisions of this Guaranty do not conflict with or result in a default under
any agreement or other instrument binding upon Guarantor and do not result in a
violation of any law, regulation, court decree or order applicable to
Guarantor; (E) Guarantor has not and will not, without the prior written
consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or
otherwise dispose of all or substantially all of Guarantor’s assets, or any
interest therein; (F) upon Lender’s request, Guarantor will provide to
Lender financial and credit information in form acceptable to Lender, and all
such financial information which currently has been, and all future financial
information which will be provided to Lender is and will be true and correct in
all material respects and fairly present Guarantor’s financial condition as of
the dates the financial information is provided; (G) no material adverse
change has occurred in Guarantor’s financial condition since the date of the
most recent financial statements provided to Lender and no event has occurred
which may materially adversely affect Guarantor’s financial condition; (H) no
litigation, claim, investigation, administrative proceeding or similar action
(including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender
has made no representation to Guarantor as to the creditworthiness of Borrower;
and (J) Guarantor has established adequate means of obtaining from
Borrower on a continuing basis information regarding Borrower’s financial
condition.  Guarantor agrees to keep
adequately informed from such means of any facts, events, or circumstances
which might in any way affect Guarantor’s risks under this Guaranty, and
Guarantor further agrees that, absent a request for information, Lender shall
have no obligation to disclose to Guarantor any information or documents
acquired by Lender in the course of its relationship with Borrower.


 


GUARANTOR’S FINANCIAL STATEMENTS.  Guarantor agrees to furnish Lender with the
following:


 


Annual Statements.  As soon as
available, but in no event later than sixty (60) days after the end of each
fiscal year, Guarantor’s balance sheet and income statement for the year ended,
prepared by Guarantor.


 


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Tax Returns.  As soon as
available, but in no event later than thirty (30) days after the applicable
filing date for the tax reporting period ended, Federal and other governmental
tax returns, prepared by a tax professional satisfactory to Lender.


 


All financial reports required to be provided under
this Guaranty shall be prepared in accordance with GAAP, applied on a
consistent basis, and certified by Guarantor as being true and correct.


 


GUARANTOR’S WAIVERS. 
Except as prohibited by applicable law, Guarantor waives any right to
require Lender (A) to continue lending money or to extend other credit to
Borrower; (B) to make any presentment, protest, demand, or notice of any
kind, including notice of any nonpayment of the indebtedness or of any
nonpayment related to any collateral, or notice of any action or nonaction on
the part of Borrower, Lender, any surety, endorser, or other guarantor in
connection with the Indebtedness or in connection with the creation of new or
additional loans or obligations; (C) to resort for payment or to proceed
directly or at once against any person, including Borrower or any other
guarantor; (D) to proceed directly against or exhaust any collateral held
by Lender from Borrower, any other guarantor, or any other person; (E) to
give notice of the terms, time, and place of any public or private sale of
personal property security held by Lender from Borrower or to comply with any
other applicable provisions of the Uniform Commercial Code; (F) to pursue
any other remedy within Lender’s power; or (G) to commit any act or
omission of any kind, or at any time, with respect to any matter whatsoever.


 


Guarantor also waives any and all rights or defenses
based on suretyship or impairment of collateral including, but not limited to,
any rights or defenses arising by reason of (A) any “one action” or “anti-deficiency”
law or any other law which may prevent Lender from bringing any action,
including a claim for deficiency, against Guarantor, before or after Lender’s
commencement or completion of any foreclosure action, either judicially or by
exercise of a power of sale; (B) any election of remedies by Lender which
destroys or otherwise adversely affects Guarantor’s subrogation rights or
Guarantor’s rights to proceed against Borrower for reimbursement, including
without limitation, any loss of rights Guarantor may suffer by reason of any
law limiting, qualifying, or discharging the Indebtedness; (C) any
disability or other defense of Borrower, of any other guarantor, or of any
other person, or by reason of the cessation of Borrower’s liability from any
cause whatsoever, other than payment in full in legal tender, of the
Indebtedness; (D) any right to claim discharge of the Indebtedness on the
basis of unjustified impairment of any collateral for the Indebtedness; (E) any
statute of limitations, if at any time any action or suit brought by Lender
against Guarantor is commenced, there is outstanding Indebtedness which is not
barred by any applicable statute of limitations; or (F) any defenses given
to guarantors at law or in equity other than actual payment and performance of
the Indebtedness.  If payment is made by
Borrower, whether voluntarily or otherwise, or by any third party, on the
Indebtedness and thereafter Lender is forced to remit the amount of that
payment to Borrower’s trustee in bankruptcy or to any similar person under any
federal or state bankruptcy law or law for the relief of debtors, the
Indebtedness shall be considered unpaid for the purpose of the enforcement of
this Guaranty.


 


Guarantor further waives and agrees not to assert or
claim at any time any deductions to the amount guaranteed under this Guaranty
for any claim of setoff, counterclaim, counter demand, recoupment or similar
right, whether such claim, demand or right may be asserted by the Borrower, the
Guarantor, or both.


 


GUARANTOR’S UNDERSTANDING WITH RESPECT TO
WAIVERS.  Guarantor warrants and agrees
that each of the waivers set forth above is made with Guarantor’s full
knowledge of its significance and consequences and that, under the
circumstances, the waivers are reasonable and not contrary to public 


 


4

















 


policy or law. 
If any such waiver is determined to be contrary to any applicable law or
public policy, such waiver shall be effective only to the extent permitted by
law or public policy.


 


SUBORDINATION OF BORROWER’S DEBTS TO GUARANTOR.  Guarantor agrees that the Indebtedness,
whether now existing or hereafter created, shall be superior to any claim that
Guarantor may now have or hereafter acquire against Borrower, whether or not
Borrower becomes insolvent.  Guarantor
hereby expressly subordinates any claim Guarantor may have against Borrower,
upon any account whatsoever, to any claim that Lender may now or hereafter have
against Borrower.  In the event of
insolvency and consequent liquidation of the assets of Borrower, through
bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation,
or otherwise, the assets of Borrower applicable to the payment of the claims of
both Lender and Guarantor shall be paid to Lender and shall be first applied by
Lender to the Indebtedness.  Guarantor
does hereby assign to Lender all claims which it may have or acquire against
Borrower or against any assignee or trustee in bankruptcy of Borrower; provided
however, that such assignment shall be effective only for the purpose of
assuring to Lender full payment in legal tender of the Indebtedness.  If Lender so requests, any notes or credit
agreements now or hereafter evidencing any debts or obligations of Borrower to
Guarantor shall be marked with a legend that the same are subject to this
Guaranty and shall be delivered to Lender. 
Guarantor agrees, and Lender is hereby authorized, in the name of
Guarantor, from time to time to file financing statements and continuation
statements and to execute documents and to take such other actions as Lender
deems necessary or appropriate to perfect, preserve and enforce its rights
under this Guaranty.


 


MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a
part of this Guaranty:


 


Amendments.  This
Guaranty, together, with any Related Documents, constitutes the entire
understanding and agreement of the parties as to the matters set forth in this
Guaranty.  No alteration of or amendment
to this Guaranty shall be effective unless given in writing and signed by the
party or parties sought to be charged or bound by the alteration or amendment.


 


Attorneys’ Fees; Expenses. 
Guarantor agrees to pay upon demand all of Lender’s costs and expenses,
including Lender’s attorneys’ fees and Lender’s legal expenses, incurred in
connection with the enforcement of this Guaranty.  Lender may hire or pay someone else to help
enforce this Guaranty, and Guarantor shall pay the costs and expenses of such
enforcement.  Costs and expenses include
Lender’s attorneys’ fees and legal expenses whether or not there is a lawsuit,
including attorneys’ fees and legal expenses for bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or injunction),
appeals, and any anticipated post judgment collection services.  Guarantor also shall pay all court costs and
such additional fees as may be directed by the court.


 


Caption Headings.  Caption
headings in this Guaranty are for convenience purposes only and are not to be
used to interpret or define the provisions of this Guaranty.


 


Governing Law.  This Guaranty
will be governed by federal law applicable to Lender and, to the extent not
preempted by federal law, the laws of the State of Nevada without regard to its
conflicts of law provisions.


 


Integration.  Guarantor
further agrees that Guarantor has read and fully understands the terms of this
Guaranty; Guarantor has had the opportunity to be advised by Guarantor’s
attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor’s
intentions and parol evidence is not required to interpret the terms of this
Guaranty.  Guarantor hereby indemnifies
and holds Lender harmless from all losses, claims, damages, and costs
(including Lender’s attorneys’ fees) suffered or incurred by Lender as a result
of any breach by Guarantor of the warranties, representations and agreements of
this paragraph.


 


5

















 


Interpretation. 
In all
cases where there is more than one Borrower or Guarantor, then all words used
in this Guaranty in the singular shall be deemed to have been used in the
plural where the context and construction so require; and where there is more
than one Borrower named in this Guaranty or when this Guaranty is executed by
more than one Guarantor, the words “Borrower” and “Guarantor” respectively
shall mean all and any one or more of them. 
The words “Guarantor,” “Borrower,” and “Lender” include the heirs,
successors, assigns, and transferees of each of them.  If a court finds that any provision of this
Guaranty is not valid or should not be enforced, that fact by itself will not
mean that the rest of this Guaranty will not be valid or enforced.  Therefore, a court will enforce the rest of
the provisions of this Guaranty even if a provision of this Guaranty may be
found to be invalid or unenforceable.  If
any one or more of Borrower or Guarantor are corporations, partnerships,
limited liability companies, or similar entities, it is not necessary for
Lender to inquire into the powers of Borrower or Guarantor or of the officers,
directors, partners, managers, or other agents acting or purporting to act on
their behalf, and any indebtedness made or created in reliance upon the
professed exercise of such powers shall be guaranteed under this Guaranty.


 


Notices.  Any notice
required to be given under this Guaranty shall be given in writing, and, except
for revocation notices by Guarantor, shall be effective when actually
delivered, when actually received by telefacsimile (unless otherwise required
by law), when deposited with a nationally recognized overnight courier, or, if
mailed, when deposited in the United States mail, as first class, certified or
registered mail postage prepaid, directed to the addresses shown near the
beginning of this Guaranty.  All
revocation notices by Guarantor shall be in writing and shall be effective upon
delivery to Lender as provided in the section of this Guaranty entitled “DURATION
OF GUARANTY.” Any party may change its address for notices under this Guaranty
by giving formal written notice to the other parties, specifying that the
purpose of the notice is to change the party’s address.  For notice purposes, Guarantor agrees to keep
Lender informed at all times of Guarantor’s current address.  Unless otherwise provided or required by law,
if there is more than one Guarantor, any notice given by Lender to any
Guarantor is deemed to be notice given to all Guarantors.


 


No Waiver by Lender.  Lender shall not be deemed to have waived any rights
under this Guaranty unless such waiver is given in writing and signed by
Lender.  No delay or omission on the part
of Lender in exercising any right shall operate as a waiver of such right or
any other right.  A waiver by Lender of a
provision of this Guaranty shall not prejudice or constitute a waiver of Lender’s
right otherwise to demand strict compliance with that provision or any other
provision of this Guaranty.  No prior
waiver by Lender, nor any course of dealing between Lender and Guarantor, shall
constitute a waiver of any of Lender’s rights or of any of Guarantor’s
obligations as to any future transactions. 
Whenever the consent of Lender is required under this Guaranty, the
granting of such consent by Lender in any instance shall not constitute
continuing consent to subsequent instances where such consent is required and
in all cases such consent may be granted or withheld in the sole discretion of
Lender.


 


Successors and Assigns. 
Subject to any limitations stated in this Guaranty on transfer of
Guarantor’s interest, this Guaranty shall be binding upon and inure to the
benefit of the parties, their successors and assigns.


 


DEFINITIONS. 
The following capitalized words and terms shall have the following
meanings when used in this Guaranty. 
Unless specifically stated to the contrary, all references to dollar
amounts shall mean amounts in lawful money of the United States of
America.  Words and terms used in the
singular shall include the plural, and the plural shall include the singular,
as the context may require.  Words and
terms not otherwise defined in this Guaranty shall have the meanings attributed
to such terms in the Uniform Commercial Code:


 


Borrower.  The word “Borrower”
means AWI GAMING, INC. and includes all co-signers and co-makers signing the
Note and all their successors and assigns.


 


6

















 


GAAP.  The word “GAAP”
means generally accepted accounting principles.


 


Guarantor.  The word “Guarantor”
means everyone signing this Guaranty, including without limitation AMERICAN
WAGERING, INC., and in each case, any signer’s successors and assigns.


 


Guaranty.  The word “Guaranty”
means this guaranty from Guarantor to Lender.


 


Indebtedness.  The word “Indebtedness”
means Borrower’s indebtedness to Lender as more particularly described in this
Guaranty.


 


Lender.  The word “Lender”
means GREAT BASIN BANK OF NEVADA, its successors and assigns.


 


Note.  The word “Note”
means and includes without limitation all of Borrower’s promissory notes and/or
credit agreements evidencing Borrower’s loan obligations in favor of Lender,
together with all renewals of, extensions of, modifications of, refinancings
of, consolidations of and substitutions for promissory notes or credit
agreements.


 


Related Documents.  The words “Related
Documents” mean all promissory notes, credit agreements, loan agreements,
environmental agreements, guaranties, security agreements, mortgages, deeds of
trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in
connection with the Indebtedness.


 


EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ
ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS.  IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT
THIS GUARANTY IS EFFECTIVE UPON GUARANTOR’S EXECUTION AND DELIVERY OF THIS
GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE
MANNER SET FORTH IN THE SECTION TITLED “DURATION OF GUARANTY”.  NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY
TO MAKE THIS GUARANTY EFFECTIVE.  THIS
GUARANTY IS DATED MAY 5, 2008.


 


	
  GUARANTOR:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AMERICAN WAGERING, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Victor J. Salerno

  	
   

  	
   

  
	
   

  	
   

  	
  VICTOR J. SALERNO,

  President of AMERICAN

  WAGERING, INC.

  	
   

  	
   

  



 


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CORPORATE ACKNOWLEDGMENT


 


	
  STATE OF NEVADA

  	
  }ss.

  	
   

  
	
  COUNTY OF CLARK

  	
   

  



 


This instrument was acknowledged before me on May 9,
2008 by VICTOR J. SALERNO, President of AMERICAN WAGERING, INC., as designated
agent of AMERICAN WAGERING, INC.


 


 


	
   

  	
   

  	
   

  	
   

  	
  /s/ Karen Marquardt

  
	
   

  	
   

  	
   

  	
   

  	
  NOTARY PUBLIC

  
	
   

  	
   

  	
  [Notary Seal]

  	
   

  	
  Notary Public in and for State
  of

  
	
   

  	
   

  	
   

  	
   

  	
  Nevada

  



 


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