Exhibit
10.11


 


GENERAL
CONTINUING GUARANTY


 


 


This GENERAL CONTINUING GUARANTY (as amended,
restated, modified, supplemented, renewed or extended from time to time, this “Guaranty”),
dated as of January 23, 2004, is executed and delivered by and among GOLDEN NUGGET EXPERIENCE, LLC, a Nevada
limited liability company (the “Guarantor”), in favor of WELLS FARGO FOOTHILL, INC., a California
corporation, as the arranger, administrative agent and documentation agent for
the below-referenced Lenders (in such capacity, together with its successors
and assigns, if any, “Agent”), in light of the following:


 


WHEREAS, Poster Financial Group, Inc. (“PFG”),
GNL, CORP. (“GNL”), and GNLV, CORP. (“GNLV”; GNLV together with
PFG and GNL, are referred to hereinafter each individually as a “Borrower”,
and individually and collectively, jointly and severally, as the “Borrowers”),
and the Lender Group (as defined below) are, contemporaneously herewith,
entering into the below-defined Loan Agreement;


 


WHEREAS, in order to induce the Lender Group to extend
financial accommodations to Borrowers pursuant to the Loan Agreement, and in
consideration thereof, and in consideration of any loans or other financial
accommodations heretofore or hereafter extended by the Lender Group to Borrowers,
whether pursuant to the Loan Agreement or otherwise, the Guarantor has agreed
to guaranty the Guarantied Obligations (as defined below); and


 


WHEREAS, the Guarantor is an Affiliate of Borrowers,
and will benefit by virtue of the financial accommodations from the Lender
Group to Borrowers.


 


NOW, THEREFORE, in consideration of the foregoing, the
Guarantor hereby agrees in favor of Agent, for the benefit of the Lender Group
and the Bank Product Providers, as follows:


 


1.                                       Definitions
and Construction.


 


(a)                                  Definitions.  Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to them in the Loan
Agreement.  The following terms, as used
in this Guaranty, shall have the following meanings:


 


“Agent”
has the meaning set forth in the preamble to this Guaranty.


 


“Borrower”
and “Borrowers” have the meanings set forth in the recitals to this
Guaranty.


 


“Guarantied
Obligations” means (a) the due and punctual payment of the principal
of, and interest on, any and all premium on, and any and all fees, costs,
expenses, and indemnities (including interest, costs, fees, expenses, and
indemnities that, but for the provisions of the Bankruptcy Code, would have
accrued irrespective of whether a claim thereof is allowed) incurred in connection
with or on, the Indebtedness 


 

















 


owed by Borrowers to the Lender Group pursuant to the terms
of the Loan Agreement and the other Loan Documents; (b) the due and
punctual payment of all other present or future Indebtedness owing by Borrowers
to the Lender Group; (c) the due and punctual payment of the principal of,
and interest on, any and all premium on, and any and all fees, costs, expenses,
and indemnities (including interest, costs, fees, expenses, and indemnities
that, but for the provisions of the Bankruptcy Code, would have accrued
irrespective of whether a claim thereof is allowed) incurred in connection with
or on, the Indebtedness owed by Borrowers to Bank Product Providers pursuant to
the terms of the Loan Documents; and (d) the due and punctual payment of
all other present or future Indebtedness owing by Borrowers to Bank Product
Providers.


 


“Guarantor”
has the meaning set forth in the preamble to this Guaranty.


 


“Guaranty”
has the meaning set forth in the preamble to this Guaranty.


 


“Indebtedness”
means, without duplication, any and all obligations (including the
Obligations), indebtedness, or liabilities of any kind or character owed by
Borrowers and arising directly or indirectly out of or in connection with the
Loan Agreement or the other Loan Documents, including all such obligations,
indebtedness, or liabilities, whether for principal, interest, premium,
reimbursement obligations, fees, costs, expenses (including attorneys fees), or
indemnity obligations (including interest, costs, fees, and expenses that, but
for the provisions of the Bankruptcy Code, would have accrued irrespective of
whether a claim thereof is allowed), whether heretofore, now, or hereafter
made, incurred, or created, whether voluntarily or involuntarily made,
incurred, or created, whether secured or unsecured (and if secured, regardless
of the nature or extent of the security), whether absolute or contingent,
liquidated or unliquidated, or determined or indeterminate, whether Borrowers
are liable individually or jointly with others, and whether recovery is or
hereafter becomes barred by any statute of limitations or otherwise becomes
unenforceable for any reason whatsoever, including any act or failure to act by
any member of the Lender Group or the Bank Product Providers.


 


“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 Loan Agreement, and any other person made a party
thereto in accordance with the provisions of Section 14 thereof
(together with their respective successors and assigns).


 


“Loan
Agreement” shall mean that certain Loan and Security Agreement, of even
date herewith, entered into among Borrowers, the Lenders, and Agent, and any
extensions, riders, supplements, notes, amendments, or modifications to or in
connection with the Loan Agreement.


 


“Voidable
Transfer” has the meaning set forth in Section 10 of this Guaranty.


 


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(b)                                 Construction.  Unless the context of this Guaranty clearly
requires otherwise, references to the plural include the singular, references
to the singular include the plural, the part includes the whole, the terms
“include” and “including” are not limiting, and the term “or” has the inclusive
meaning represented by the phrase “and/or.” 
The words “hereof,” “herein,” “hereby,” “hereunder,” and other similar
terms refer to this Guaranty as a whole and not to any particular provision of
this Guaranty.  Any reference in this
Guaranty to any of the following documents includes any and all permitted
alterations, amendments, restatements, extensions, modifications, renewals, or
supplements thereto or thereof, as applicable: the Loan Agreement; this
Guaranty; and the other Loan Documents. 
Neither this Guaranty nor any uncertainty or ambiguity herein shall be
construed or resolved against Agent, the Lender Group, any Bank Product
Provider, or the Guarantor, whether under any rule of construction or
otherwise.  On the contrary, this
Guaranty has been reviewed by the Guarantor, Agent, the Lender Group and their
respective counsel, and shall be construed and interpreted according to the
ordinary meaning of the words used so as to fairly accomplish the purposes and intentions
of Agent, the Lender Group and the Guarantor. 
Any reference herein to the payment in full of the Guarantied
Obligations shall mean the payment in full in cash of all Guarantied
Obligations 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
the Loan Agreement.  Any reference
herein to any Person shall be construed to include such Person’s successors and
assigns.


 


2.                                       Guarantied
Obligations.  The Guarantor, jointly
and severally, hereby irrevocably and unconditionally guaranties to Agent, for
the benefit of the Lender Group and the Bank Product Providers, as and for its
own debt, until payment in full thereof has been made, (a) the payment of
the Guarantied Obligations, in each case when and as the same shall become due
and payable, whether at maturity, pursuant to a mandatory prepayment
requirement, by acceleration, or otherwise; it being the intent of the
Guarantor that the guaranty set forth herein shall be a guaranty of payment and
not a guaranty of collection; and (b) the punctual and faithful
performance, keeping, observance, and fulfillment by Borrowers of all of the
agreements, conditions, covenants, and obligations of Borrowers contained in
the Loan Agreement and under each of the other Loan Documents.


 


3.                                       Continuing
Guaranty.  This Guaranty includes
Guarantied Obligations arising under successive transactions continuing, compromising,
extending, increasing, modifying, releasing, or renewing the Guarantied
Obligations, changing the interest rate, payment terms, or other terms and
conditions thereof, or creating new or additional Guarantied Obligations after
prior Guarantied Obligations have been satisfied in whole or in part.  To the maximum extent permitted by law, the
Guarantor hereby waives any right to revoke this Guaranty as to future
Indebtedness (except as to future Bank Product Obligations owing by Borrowers
or the Guarantor after the date on which all the Obligations (other than any
Bank Product Obligations that are agreed to remain outstanding after the
termination of this Agreement) are paid in full in accordance with the terms of
the Loan Agreement and the Commitments of the Lenders are terminated).  If such a revocation is effective
notwithstanding the foregoing waiver, the Guarantor acknowledges and agrees
that (a) no such revocation shall be effective until written notice
thereof has been received by Agent, (b) no such revocation shall apply to
any Guarantied Obligations in existence on such date (including any subsequent
continuation, extension, or renewal thereof, or change in the interest rate,
payment terms, or 


 


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other terms and conditions thereof), (c) no such
revocation shall apply to any Guarantied Obligations made or created after such
date to the extent made or created pursuant to a legally binding commitment of
Agent in existence on the date of such revocation, (d) no payment by the
Guarantor, any Borrower, or from any other source, prior to the date of such
revocation shall reduce the maximum obligation of the Guarantor hereunder, and
(e) any payment by any Borrower or from any source other than the Guarantor
subsequent to the date of such revocation shall first be applied to that
portion of the Guarantied Obligations as to which the revocation is effective
and which are not, therefore, guarantied hereunder, and to the extent so
applied shall not reduce the maximum obligation of the Guarantor hereunder.


 


4.                                       Performance
Under this Guaranty.  In the event
that any Borrower fails to make any payment of any Guarantied Obligations, on
or before the due date thereof, or if Borrowers shall fail to perform, keep,
observe, or fulfill any other obligation referred to in clause (b) of
Section 2 hereof in the manner provided in the Loan Agreement or the other
Loan Documents, as applicable, the Guarantor immediately shall cause such
payment to be made or each of such obligations to be performed, kept, observed,
or fulfilled.


 


5.                                       Primary
Obligations.  This Guaranty is a
primary and original obligation of the Guarantor, is not merely the creation of
a surety relationship, and is an absolute, unconditional, and continuing guaranty
of payment and performance which shall remain in full force and effect without
respect to future changes in conditions. 
The Guarantor hereby agrees that it is directly, jointly and severally
with any other guarantor of the Guarantied Obligations, liable to Agent for the
benefit of the Lender Group and the Bank Product Providers, that the
obligations of the Guarantor hereunder are independent of the obligations of
any Borrower or any other guarantor, and that a separate action may be brought
against the Guarantor, whether such action is brought against any Borrower or
any other guarantor or whether any Borrower or any other guarantor is joined in
such action.  The Guarantor hereby
agrees that its liability hereunder shall be immediate and shall not be contingent
upon the exercise or enforcement by the Lender Group or the Bank Product
Providers of whatever remedies they may have against any Borrower or any other
guarantor, or the enforcement of any lien or realization upon any security
Agent may at any time possess.  The
Guarantor hereby agrees that any release which may be given by Agent to any
Borrower or any other guarantor shall not release the Guarantor.  The Guarantor consents and agrees that
neither any member of the Lender Group nor any Bank Product Provider shall be
under any obligation to marshal any property or assets of any Borrower or any
other guarantor in favor of the Guarantor, or against or in payment of any or
all of the Guarantied Obligations.


 


6.                                       Waivers.


 


(a)                                  To
the fullest extent permitted by applicable law, the Guarantor hereby
waives:  (i) notice of acceptance
hereof; (ii) notice of any loans or other financial accommodations made or
extended under the Loan Agreement, or the creation or existence of any
Guarantied Obligations; (iii) notice of the amount of the Guarantied
Obligations, subject, however, to the Guarantor’s right to make inquiry of
Agent to ascertain the amount of the Guarantied 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 the Guarantor’s risk
hereunder; (v) notice of presentment for payment, demand, protest, and
notice thereof as to any instrument


 


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among the Loan Documents; (vi) notice of any
Default or Event of Default under the Loan Agreement; and (vii) all other
notices (except if such notice is specifically required to be given to the
Guarantor under this Guaranty or any other Loan Documents to which the
Guarantor is a party) and demands to which the Guarantor might otherwise be
entitled.


 


(b)                                 To
the fullest extent permitted by applicable law, the Guarantor hereby waives the
right by statute or otherwise to require the Lender Group or the Bank Product
Providers, to institute suit against any Borrower or to exhaust any rights and
remedies which the Lender Group or the Bank Product Providers, have/has or may
have against any Borrower.  In this
regard, the Guarantor agrees that it is bound to the payment of each and all
Guarantied Obligations, whether now existing or hereafter arising, as fully as
if the Guarantied Obligations were directly owing to the Lender Group and Bank
Product Providers, as applicable, by the Guarantor.  The Guarantor further waives any defense arising by reason of any
disability or other defense (other than the defense that the Guarantied
Obligations shall have been performed and indefeasibly paid in cash, to the
extent of any such payment) of Borrowers or by reason of the cessation from any
cause whatsoever of the liability of Borrowers in respect thereof.


 


(c)                                  To
the fullest extent permitted by applicable law, the Guarantor hereby
waives:  (i) any rights to assert
against the Lender Group or the Bank Product Providers, any defense (legal or
equitable), set-off, counterclaim, or claim which the Guarantor may now or at
any time hereafter have against any Borrower or any other party liable to the
Lender Group or the Bank Product Providers; (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 Guarantied 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 or the Bank Product Providers,
including any defense based upon an election of remedies by the Lender Group
under the provisions of §§ 580d and 726 of the California Code of Civil
Procedure, or Nevada Revised Statute 40.430 or any similar laws of any other
jurisdiction; (iv) the benefit of any statute of limitations affecting the
Guarantor’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 Guarantied Obligations shall similarly operate to defer or delay the
operation of such statute of limitations applicable to the Guarantor’s
liability hereunder.


 


(d)                                 Until
such time as all of the Guarantied Obligations have been fully and finally paid
in full, to the extent permitted by applicable law:  (i) the Guarantor hereby waives and postpones any right of
subrogation the Guarantor has or may have against any Borrower with respect to
the Guarantied Obligations, including, without limitation, under any one or
more of California Civil Code §§ 2847, 2848, and 2849 or any similar laws of
any other jurisdiction; (ii) in addition, the Guarantor hereby waives and
postpones any right to proceed against any Borrower 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 Guarantied Obligations; and (iii) in addition,
the Guarantor also hereby waives and postpones any right to proceed or to seek
recourse against or with respect to any property or asset of any Borrower.


 


(e)                                  If
any of the Guarantied Obligations at any time are secured by a mortgage or deed
of trust upon real property, the Lender Group or the Bank Product Providers


 


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may elect, in their sole discretion, upon a default
with respect to the Guarantied Obligations, to foreclose such mortgage or deed
of trust judicially or nonjudicially in any manner permitted by law, before or
after enforcing this Guaranty, without diminishing or affecting the liability
of the Guarantor hereunder.  The
Guarantor understands that (a) by virtue of the operation of California’s
antideficiency law applicable to nonjudicial foreclosures or any similar laws
of any other jurisdiction, an election by the Lender Group or the Bank Product
Providers 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 the Guarantor against any Borrower
or other guarantors or sureties, and (b) absent the waiver given by the
Guarantor herein, such an election would estop the Lender Group or the Bank
Product Providers from enforcing this Guaranty against the Guarantor.  Understanding the foregoing, and
understanding that the Guarantor hereby is relinquishing a defense to the
enforceability of this Guaranty, the Guarantor hereby waives any right to
assert against the Lender Group or the Bank Product Providers any defense to
the enforcement of this Guaranty, whether denominated “estoppel” or otherwise,
based on or arising from an election by the Lender Group or the Bank Product
Providers nonjudicially to foreclose any such mortgage or deed of trust.  The Guarantor understands that the effect of
the foregoing waiver may be that the Guarantor may have liability hereunder for
amounts with respect to which the Guarantor may be left without rights of
subrogation, reimbursement, contribution, or indemnity against Borrowers or
other guarantors or sureties.  The
Guarantor also agrees that the “fair market value” provisions of Section 580a
of the California Code of Civil Procedure or any similar laws of any other
jurisdiction shall have no applicability with respect to the determination of
the Guarantor’s liability under this Guaranty.


 


(f)                                    Without
limiting the generality of any other waiver or other provision set forth in
this Guaranty and to the fullest extent permitted by law, the Guarantor waives
all rights and defenses that the Guarantor may have if Borrowers’ debt is
secured by real property.  This means,
among other things:


 


(i)                                     The
Lender Group or the Bank Product Providers may collect from the Guarantor
without first foreclosing on any real or personal property collateral that may
be pledged by any Borrower.


 


(ii)                                  If
the Lender Group or the Bank Product Providers foreclose(s) on any real
property collateral that may be pledged by any Borrower:


 


(1)                                            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; and


 


(2)                                            the
Lender Group may collect from the Guarantor even if the Lender Group or the
Bank Product Providers, by foreclosing on the real property collateral,
has/have destroyed any right the Guarantor may have to collect from any
Borrower.


 


This is an unconditional
and irrevocable waiver of any rights and defenses the Guarantor may have if
Borrowers’ debt is secured by real property. 
These rights and defenses are based upon


 


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Section 580a, 580b, 580d,
or 726 of the California Code of Civil Procedure or Nevada Revised Statute
40.430 or any similar laws of any other jurisdiction.


 


(g)                                 WITHOUT
LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN
THIS GUARANTY, THE GUARANTOR 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 §§ 2799, 2808,
2809, 2810, 2815, 2819, 2820, 2821, 2822, 2838, 2839, 2845, AND 2850,
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
LAWS OF ANY OTHER JURISDICTION.


 


(h)                                 WITHOUT
LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN
THIS GUARANTY, THE GUARANTOR WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN
ELECTION OF REMEDIES BY THE LENDER GROUP, EVEN THOUGH THAT ELECTION OF
REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR A
GUARANTIED OBLIGATION, HAS DESTROYED SUCH GUARANTOR’S RIGHTS OF SUBROGATION AND
REIMBURSEMENT AGAINST ANY BORROWER BY THE OPERATION OF SECTION 580d OF THE
CALIFORNIA CODE OF CIVIL PROCEDURE OR ANY SIMILAR LAWS OF ANY OTHER
JURISDICTION OR OTHERWISE.


 


(i)                                     Without
affecting the generality of this Section, the Guarantor hereby also agrees to
the following waivers:


 


(i)                                     The
Guarantor agrees that the Lender’s right to enforce this Guaranty is absolute
and is not contingent upon the genuineness, validity or enforceability of any
of the Loan Documents.  The Guarantor
waives all benefits and defenses it may have under California Civil Code
Section 2810 or any similar laws of any other jurisdiction and agrees that
Lender’s rights under this Guaranty shall be enforceable even if Borrower had
no liability at the time of execution of the Loan Documents or later ceases to
be liable.


 


(ii)                                  The
Guarantor waives all benefits and defenses it may have under California Civil
Code Section 2809 or any similar laws of any other jurisdiction with
respect to its obligations under this Guaranty and agrees that Lender’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
Borrower is responsible.  The
enforceability of this Guaranty against the Guarantor 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 Borrower’s 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 Borrower, any
other guarantor of Borrower’s obligations under the Loan Documents, any pledgor
of collateral for any person’s obligations to Lender or any other person in
connection with the Loan Documents.


 


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(iii)                               The
Guarantor waives all benefits and defenses it may have under California Civil
Code Sections 2845, 2849 and 2850 or any similar laws of any other
jurisdiction with respect to its obligations under this Guaranty, including the
right to require Lender to (A) proceed against Borrower, any guarantor of
Borrower’s obligations under the Loan Documents, any other pledgor of
collateral for any person’s obligations to Lender or any other person in
connection with the Guarantied Obligations, (B) proceed against or exhaust
any other security or collateral Lender may hold, or (C) pursue any other
right or remedy for the Guarantor’s benefit, and agrees that Lender may
exercise its right under this Guaranty without taking any action against
Borrower, any other guarantor of Borrower’s obligations under the Loan
Documents, any pledgor of collateral for any person’s obligations to Lender or
any other person in connection with the Guarantied Obligations, and without
proceeding against or exhausting any security or collateral Lender holds.


 


The paragraphs in this Section 6 which
refer to certain sections of the California Civil Code are included in this Guaranty
solely out of an abundance of caution and shall not be construed to mean that
any of the above-referenced provisions of California law are in any way
applicable to this Guaranty.


 


7.                                       Releases.  The Guarantor consents and agrees that,
without notice to or by the Guarantor and without affecting or impairing the
obligations of the Guarantor hereunder, the Lender Group and the Bank Product
Providers may, by action or inaction, compromise or settle, extend the period
of duration or the time for the payment, or discharge the performance of, or
may refuse to, or otherwise not enforce, or may, by action or inaction, release
all or any one or more parties to, any one or more of the terms and provisions
of the Loan Agreement or any of the other Loan Documents or may grant other
indulgences to Borrowers in respect thereof, or may amend or modify in any
manner and at any time (or from time to time) any one or more of the Loan
Agreement or any of the other Loan Documents, or may, by action or inaction,
release or substitute any other guarantor, if any, of the Guarantied
Obligations, or may enforce, exchange, release, or waive, by action or
inaction, any security for the Guarantied Obligations or any other guaranty of
the Guarantied Obligations, or any portion thereof.


 


8.                                       Termination.  The Guaranty made hereunder shall terminate
when all the Guaranteed Obligations have been paid in full and the Lenders have
no further commitment to lend under the Loan Agreement.  In connection with the foregoing, the Agent
shall execute and deliver to Guarantor or Guarantor’s designee any documents or
instruments which such Guarantor shall reasonably request from time to time to
evidence such termination and release.


 


9.                                       No
Election.  The Lender Group and the
Bank Product Providers shall have the right to seek recourse against the
Guarantor to the fullest extent provided for herein and no election by the
Lender Group or the Bank Product Providers to proceed in one form of action or
proceeding, or against any party, or on any obligation, shall constitute a
waiver of the Lender Group’s or the Bank Product Providers’ right to proceed in
any other form of action or proceeding or against other parties unless Agent on
behalf of the Lender Group or the Bank Product Providers has expressly waived
such right in writing.  Specifically,
but without limiting the generality of the foregoing, no action or proceeding
by the Lender Group or the Bank Product Providers under any document or
instrument evidencing the Guarantied Obligations shall serve to diminish the
liability of the Guarantor under this Guaranty except to the extent that


 


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the Lender Group or the Bank Product Providers finally
and unconditionally shall have realized payment in full by such action or
proceeding.


 


10.                                 Revival
and Reinstatement.  If the
incurrence or payment of the Guarantied Obligations or the obligations of the
Guarantor under this Guaranty by the Guarantor or the transfer by the Guarantor
to Lender of any property of the Guarantor 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, and other voidable or recoverable payments
of money or transfers of property (collectively, a “Voidable Transfer”),
and if Lender 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
Lender is required or elects to repay or restore, and as to all reasonable
costs, expenses, and attorneys’ fees of Lender related thereto, the liability
of the Guarantor automatically shall be revived, reinstated, and restored and
shall exist as though such Voidable Transfer had never been made.


 


11.                                 Financial
Condition of Borrowers.  The
Guarantor represents and warrants to the Lender Group and the Bank Product
Providers that it 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 Guarantied Obligations.  The Guarantor further represents and
warrants to the Lender Group and the Bank Product Providers that it has read
and understands the terms and conditions of the Loan Agreement and the other
Loan Documents.  The Guarantor hereby
covenants that it will continue to keep itself 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 Guarantied Obligations.


 


12.                                 Payments;
Application.  All payments to be
made hereunder by the Guarantor shall be made in lawful money of the United
States of America at the time of payment, shall be made in immediately
available funds, and shall be made without deduction (whether for taxes or
otherwise) or offset.  All payments made
by the Guarantor hereunder shall be applied in accordance with the provisions
set forth in Section 2.4(b) of the Loan Agreement.


 


13.                                 Attorneys
Fees and Costs.  The Guarantor
agrees to pay, on demand, all reasonable attorneys fees and all other
reasonable costs and expenses which may be incurred by the Lender Group or the
Bank Product Providers in the enforcement of this Guaranty or in any way
arising out of, or consequential to, the protection, assertion, or enforcement
of the Guarantied Obligations (or any security therefor), irrespective of
whether suit is brought.


 


14.                                 Notices.  All notices and other communications
hereunder to Agent shall be in writing and shall be mailed, sent or delivered
in accordance with the Loan Agreement. 
All notices and other communications hereunder to the Guarantor shall be
in writing and shall be mailed, sent or delivered in care of Borrowers in
accordance with the Loan Agreement.


 


15.                                 Cumulative
Remedies.  No remedy under this
Guaranty, under the Loan Agreement, or any other Loan Document is intended to be
exclusive of any other remedy, but each and every remedy shall be cumulative
and in addition to any and every other remedy given


 


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under this Guaranty, under the Loan Agreement, or any
other Loan Document, and those provided by law.  No delay or omission by the Lender Group or the Bank Product
Providers or Agent on behalf thereof to exercise any right under this Guaranty
shall impair any such right nor be construed to be a waiver thereof.  No failure on the part of the Lender Group
or the Bank Product Providers or Agent on behalf thereof to exercise, and no
delay in exercising, any right under this Guaranty shall operate as a waiver
thereof; nor shall any single or partial exercise of any right under this Guaranty
preclude any other or further exercise thereof or the exercise of any other
right.


 


16.                                 Severability
of Provisions.  Any provision of
this Guaranty which is prohibited or unenforceable under applicable law shall
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof.


 


17.                                 Entire
Agreement; Amendments.  This
Guaranty constitutes the entire agreement between the Guarantor and the Lender
Group or Agent on behalf thereof pertaining to the subject matter contained
herein.  This Guaranty may not be
altered, amended, or modified, nor may any provision hereof be waived or
noncompliance therewith consented to, except by means of a writing executed by
the Guarantor and Agent on behalf of the Lender Group and the Bank Product
Providers.  Any such alteration,
amendment, modification, waiver, or consent shall be effective only to the
extent specified therein and for the specific purpose for which given.  No course of dealing and no delay or waiver
of any right or default under this Guaranty shall be deemed a waiver of any
other, similar or dissimilar, right or default or otherwise prejudice the
rights and remedies hereunder.


 


18.                                 Successors
and Assigns.  This Guaranty shall be
binding upon the Guarantor and its successors and assigns and shall inure to
the benefit of the successors and assigns of each member of the Lender Group
and the Bank Product Providers; provided, however, the Guarantor
shall not assign this Guaranty or delegate any of its duties hereunder without
Agent’s prior written consent and any unconsented to assignment shall be
absolutely void.  In the event of any
assignment or other transfer of rights by any member of the Lender Group or the
Bank Product Providers, the rights and benefits herein conferred upon each
member of the Lender Group and the Bank Product Providers shall automatically
extend to and be vested in such assignee or other transferee.


 


19.                                 No
Third Party Beneficiary.  This
Guaranty is solely for the benefit of each member of the Lender Group and the
Bank Product Providers and each of their successors and assigns and may not be
relied on by any other Person.


 


20.                                 CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.


 


THE
VALIDITY OF THIS GUARANTY, ITS CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT,
AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING
HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.


 


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THE
PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS
GUARANTY AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE
STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA; 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.  THE GUARANTOR AND THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED
UNDER APPLICABLE LAW, ANY RIGHT SUCH PARTY 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 20.


 


THE
GUARANTOR AND AGENT ON BEHALF OF THE LENDER GROUP AND THE BANK PRODUCT
PROVIDERS HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.  THE GUARANTOR AND AGENT ON BEHALF OF THE LENDER GROUP AND THE
BANK PRODUCT PROVIDERS REPRESENT THAT EACH SUCH PARTY HAS REVIEWED THIS WAIVER
AND EACH SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL. 
IN THE EVENT OF LITIGATION, A COPY OF THIS GUARANTY MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.


 


21.                                 Agreement
to be Bound.  The Guarantor hereby
agrees to be bound by each and all of the terms and provisions of the Loan
Agreement.  Without limiting the
generality of the foregoing, by its execution and delivery of this Agreement,
the Guarantor hereby: (a) makes to the Lender Group and the Bank Product
Providers each of the representations and warranties set forth in the Loan
Agreement applicable to the Guarantor fully as though the Guarantor were a
party thereto, and such representations and warranties are incorporated herein
by this reference, mutatis mutandis; and (b) agrees and
covenants for the benefit of the Lender Group and the Bank Product Providers
(i) to do each of the things set forth in the Loan Agreement that Borrowers
agree and covenant to cause their Subsidiaries to do, and (ii) to not do each
of the things set forth in the Loan Agreement that Borrowers agree and covenant
to cause their Subsidiaries not to do, in each case, fully as though the
Guarantor was a party thereto, and such agreements and covenants are
incorporated herein by this reference, mutatis mutandis.


 


[Signature page to
follow]


 


11

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Guaranty as of the date first written above. 


 


	
   

  	
  GOLDEN
  NUGGET EXPERIENCE, LLC,

  
	
   

  	
  a Nevada limited
  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GNLV, CORP., as Sole
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joanne Beckett

  
	
   

  	
  Name:

  	
  Joanne Beckett

  
	
   

  	
  Title:

  	
  VP & General
  Counsel

  
						



 


 


[SIGNATURE PAGE TO
GUARANTY]


 


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  WELLS FARGO FOOTHILL, INC.,

  
	
   

  	
  a California corporation, as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rhonda Noell

  
	
   

  	
  Name:

  	
  Rhonda Noell

  
	
   

  	
  Title:

  	
  Senior Vice President

  
					



 


 


[SIGNATURE PAGE TO
GUARANTY]


 


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