Exhibit 10.3


 


CONTINUING GUARANTY (Unlimited)


 


1.      Guarantee. For value
received, and to induce U.S. BANK N.A. (the “Bank”)  to  extend or continue credit or other-financial
accommodations now or in the future to American Wagering, Inc. (the “Borrower”),
the undersigned (the “Guarantor”)
hereby absolutely and unconditionally jointly and severally guarantees prompt
payment of and promises to pay or cause to be paid to the Bank the Obligations
(as hereinafter defined), whether or not the Obligations are valid and
enforceable against the Borrower, whenever the Obligations become due, whether on demand, at maturity or by reason of acceleration, or at
the time the Borrower or the Guarantor shall become the subject of any
bankruptcy or insolvency proceeding.


 


As used herein, the term “Obligations”
shall mean all loans, drafts, overdrafts, checks, notes and all other debts,
liabilities and obligations of every kind owing by the Borrower to the Bank,
whether direct or indirect, absolute or contingent, liquidated or unliquidated
whether of the same or a different nature and whether existing now or in the
future, including interest thereon and all costs, expenses and
reasonable attorneys’ fees (including fees of inside counsel) paid or incurred
by the Bank at any time before or after judgment in attempting to collect any
of the foregoing, to realize on any collateral securing any of the foregoing or this Guaranty, and to enforce this Guaranty. The definition of “Obligations”
also includes the amount of any payments made to the Bank or another on behalf
of the Borrower (including payments resulting from liquidation of collateral) which are recovered  from the  Bank by a trustee, receiver, creditor or other party pursuant to applicable
Federal or state law (the “Surrendered Payments”).
In the event that the Bank makes any Surrendered Payments (including pursuant
to a negotiated settlement), the Surrendered Payments shall immediately be
reinstated as Obligations, regardless of whether the Bank has surrendered or
cancelled this Guaranty prior to returning the Surrendered Payments.


 


2.      Consent to Bank Actions; No Discharge. The Guarantor agrees  that the Bank does  not have to take any steps  whatsoever to realize upon any collateral securing the Obligations, or
to proceed against the Borrower or any other guarantor or surety for the
Obligations either before or after proceeding against the Guarantor; and the
Guarantor waives any claim of marshalling of assets against the Bank or any
collateral. The Guarantor also agrees that the Bank may do or refrain from
doing any of the following without notice to, or the consent of, the Guarantor, without reducing or discharging
the Guarantor’s liability under this Guaranty: (i) renew, amend, modify,
extend or release any existing or future Obligations (including making
additional advances, or changing the interest rate or amount, time or manner of
payment of any Obligations), and make additional extensions of credit to the
Borrower (which will become additional Obligations), regardless of when such modifications
or additional extensions of credit are made, and regardless of whether they are
similar to or different from any other Obligations; (ii) amend, supplement and
waive compliance with any of the provisions of documents evidencing or related
to any of the Obligations; (iii)
settle, modify, release, compromise or subordinate any Obligation, any
collateral securing any Obligation or this Guaranty, or the liability of any
other party responsible for payment of any Obligation; and (iv) accept
partial payments, and apply any payments and all other amounts received from
the Borrower, from liquidation of any collateral or from any other guarantor to
the Obligations (or any other amounts due to the Bank) In any manner that the Bank
elects. The Guarantor also expressly agrees that the Guarantor’s liability will
not be reduced or discharged by the Bank’s failure or delay in perfecting (or to continue perfection of) any
security interest, mortgage or other lien on any collateral securing the
Obligations or this Guaranty, or to protect the value or condition of any such
collateral. THE
GUARANTOR SPECIFICALLY ACKNOWLEDGES THAT THIS GUARANTY COVERS ALL EXISTING AND
FUTURE OBLIGATIONS OF THE BORROWER TO THE BANK REGARDLESS OF THE AMOUNT OF
THOSE OBLIGATIONS; THAT THE
BANK CAN
MAKE ADDITIONAL EXTENSIONS OF CREDIT TO THE BORROWER WITHOUT NOTIFYING THE
GUARANTOR; AND THAT THE BANK CAN DEMAND PAYMENT FROM AND IMPOSE LIABILITY ON
THE GUARANTOR WITHOUT FIRST TRYING TO COLLECT FROM THE BORROWER OR ANY OTHER
GUARANTOR.


 


3.      Waivers. The
Guarantor expressly waives all rights of setoff and counterclaims, as well as
diligence in collection or prosecution, presentment, demand of payment or performance, protest, notice of dishonor,
nonpayment or nonperformance of any Obligation. The Guarantor also expressly
waives notice of acceptance of this Guaranty, and the right to receive all
other notices and demands of any
kind relating to the Obligations
or this Guaranty. The Guarantor agrees that any right of subrogation as to payment or enforcement of any security interest securing the Obligations
shall not be enforceable by any Guarantor until the Bank is paid in full. In addition to, and not in substitution or lieu of, all of the other
waivers and releases contained herein from the Guarantor, Guarantor hereby
specifically, unconditionally and jointly and severally waives any and all
defenses predicated upon: (i) change of ownership of any collateral
covered by any mortgage, deed of trust or security agreement or other security instrument securing the Obligations; (ii) acquiring
additional collateral; (iii) substitution of different collateral in exchange or exchanges for part or parts of any original collateral; (iv) sale
or other disposition, either in whole or in part, of any collateral for the Obligations, without notice to the Guarantor unless
otherwise required by applicable law; (v) the fact that there may be persons other than the Guarantor solvent and responsible for the payment of the Obligations; (vi) release,
death, dissolution, liquidation
or termination of the existence of the Borrower or any other guarantor; (vii) an
election of remedies; or (viii) any other defenses based on suretyship or
impairment of collateral.


 


4.      Financial information.
The Guarantor warrants that all financial information previously provided to
the Bank was accurate when given, and that no material
adverse change has occurred in the Guarantor’s financial statue since such information
was given to the Bank. The
Guarantor agrees to provide to the Bank
from time to time upon request
any information regarding the Guarantor’s financial condition which the Bank
reasonably requests; and without request, the Guarantor will provide annual
financial statements in form and content satisfactory to the Bank within 60 days
of the end of each year.


 


5.      Borrower’s Financial Condition. The Guarantor warrants and represents to the Bank that (i) the
Guarantor is sufficiently knowledgeable and
experienced in financial and business matters to evaluate and understand the
risks assumed in connection with the
execution of this Guaranty; (ii) the Guarantor has had the opportunity to
examine the records, reports, financial statements, and other information
relating to the financial condition of the Borrower; (iii) the Guarantor has
reliad solely upon investigations of the Borrower’s financial condition conducted by the Guarantor or the Guarantor’s authorized representative in deciding
to execute this Guaranty; and (iv) the Guarantor, or its authorized
representative, shall continue to independently review, monitor and investigate the
financial condition of the Borrower while this Guaranty is in effect. The Guarantor specifically relieves the Bank of
any duty, obligation or
responsibility of any nature whatsoever to advise the Guarantor of any change in the Borrower’s
financial condition.


 


                                                6.      Collateral; Setoff. The Guarantor grants to the Bank a security
Interest in all property in which the Guarantor has an ownership Interest which is now or in the future In the possession of the Bank to secure payment under this Guaranty. The Guarantor hereby authorizes the Bank, without further notice to anyone, to charge any
account of the Guarantor for the amount of any and all Obligations due under
this Guaranty, and grants the Bank a contractual right to set off (without
notice or
demand)
amounts due hereunder against all depository account balances, cash and other
property now or hereafter in the possession of the Bank and the right to refuse
to allow withdrawals from any account (collectively “Setoff”).
This Guaranty is also secured by any and all security interests, pledges,
mortgages/deeds of trust (unless securing only a specific obligation other than
this Guaranty) or liens now or
hereafter in


 

















 


existence granted to the Bank to secure indebtedness of the Guarantor to the Bank, including without limitation
as described in the  following documents:
                   
                                                     
                                                                                                      
                                                                                                                                                                                                                      .


 


7.      Duration of Guaranty;
Revocation; Continuing Obligations. This is a continuing Guaranty
and shall not be revoked by death, dissolution, merger, bankruptcy, incompetency or insolvency of the Guarantor. This Guaranty shall remain in full force
and effect with respect to the Guarantor until the Bank receives written notice
from the Guarantor revoking this Guaranty as to the Guarantor. In the event that this Guaranty is revoked by the Guarantor, said
revocation shall have no effect on the continuing liability of the Guarantor to
guarantee unconditionally the prompt payment of all Obligations which are
contracted or incurred before the revocation becomes effective, including such prior Obligations which are subsequently renewed, modified or extended after the
revocation becomes effective, as well
as all extensions of credit made
after revocation pursuant to commitments made prior to such
revocation. Revocation of this Guaranty by any Guarantor shall not relieve any
other Guarantor of any liability hereunder after the effective date of such revocation.


 


8.      Acceleration of
Obligations; Successors; Multiple Guarantors. If the Guarantor shall die or cease to exist, ‘become
the subject of any incompetency proceedings, become the subject of any bankruptcy or insolvency proceedings, or fail to comply with the terms of this Guaranty, any document securing this guaranty or any related document, the
Guarantor’s liability hereunder
to pay the Obligations shall become immediately due and payable whether or not the Obligations are then due and payable by the
Borrower or any other guarantor. This Guaranty shall inure to the benefit of the Bank, its successors and assigns and of the holder and owner of any of the Obligations, and shall be binding on heirs, executors, administrators, successors and assigns of
the Guarantor. If there is more than one Guarantor, the liability of the Guarantors shall be joint and several, and the reference to the “Guarantor” shall be deemed
to refer to all Guarantors.


 


9.      Severabillty; Prior
Agreements; Amendment. Invalidity of any provision of this Guaranty
shall not affect the validity of any other provision. This Guaranty, the
collateral documents securing this Guaranty and the documents evidencing the
Obligations contain the entire agreement of the parties regarding this
matter; and any prior representations, promises or agreements (whether oral or
written) which are not a part of this Guaranty or the documents described above
are not enforceable. The terms of this Guaranty may not be altered, amended or waived except by another written agreement signed by the Guarantor
and the Bank. Unless specifically limited
in scope this Guaranty shall not
surpersede any earlier guaranty of the Guarantor in which the Bank has an interest nor shall any later guaranty supersede
this Guaranty. The effect of any earlier or
later guaranty shall be cumulative with this Guaranty.


 


10.    Copies; Entire Agreement; Modification. The Guarantor hereby
acknowledges the receipt of a copy of this Guaranty. This Guaranty is a “transferable
record” as defined in applicable law relating to electronic
transactions. Therefore, the
holder of this Guaranty may, on behalf of Guarantor, create a microfilm or
optical disk or other electronic Image of this Guaranty that is an
authoritative copy as defined in such law. The holder of this Guaranty may
store the authoritative copy of such Guaranty in its electronic
form and then destroy the paper original as part of the holder’s normal
business practices. The holder, on its own behalf, may control and transfer such authoritative copy
as permitted by such law.


 


IMPORTANT:
READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY
BECAUSE ONLY THOSE TERMS IN WRITING, EXPRESSING CONSIDERATION AND SIGNED BY THE
PARTIES ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS
WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. THE TERMS OF THIS AGREEMENT
MAY ONLY BE CHANGED BY ANOTHER WRITTEN AGREEMENT. THIS NOTICE SHALL ALSO
BE EFFECTIVE WITH RESPECT TO ALL OTHER CREDIT AGREEMENTS NOW IN EFFECT BETWEEN
GUARANTOR AND THE RANK. A MODIFICATION OF ANY OTHER CREDIT AGREEMENTS NOW IN
EFFECT BETWEEN GUARANTOR AND THE BANK, WHICH OCCURS AFTER RECEIPT BY GUARANTOR
OF THIS NOTICE, MAY BE MADE ONLY BY ANOTHER WRITTEN INSTRUMENT. ORAL OR
IMPLIED MODIFICATIONS TO SUCH CREDIT AGREEMENTS ARE NOT ENFORCEABLE AND SHOULD
NOT BE RELIED UPON.


 


11.    Governing Law; Jurisdiction. This Guaranty shall be  governed by the internal laws of the State of Nevada, except to the extent superseded by Federal law. THE GUARANTOR HEREBY CONSENTS
TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITUATED IN THE COUNTY OR FEDERAL JURISDICTION OF THE BANK’S BRANCH WHERE THE LOAN WAS ORIGINATED, AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS,
WITH REGARD TO ANY ACTIONS, CLAIMS, DISPUTES OR PROCEEDINGS RELATING TO THIS
GUARANTY, THE COLLATERAL, ANY RELATED DOCUMENT, OR ANY TRANSACTIONS ARISING
THEREFROM, OR ENFORCEMENT AND/OR INTERPRETATION OF ANY OF THE FOREGOING. Nothing herein shall affect the Bank’s right to serve process in any manner
permitted by law, or limit the Bank’s right to bring proceedings against the Guarantor in the competent courts of any other jurisdiction or
jurisdictions.


 


12.    Waiver of July Trial. TO THE EXTENT PERMITTED BY
LAW, THE GUARANTOR AND THE BANK HEREBY JOINTLY AND SEVERALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING RELATING TO THIS GUARANTY, ALL DOCUMENTS RELATING TO THIS GUARANTY,
THE OBLIGATIONS HEREUNDER OR ANY TRANSACTION ARISING HEREPROM OR CONNECTED
HERETO. THE GUARANTOR AND THE BANK EACH REPRESENTS TO THE OTHER THAT THIS
WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.


 


	
  Dated:

  	
  APRIL
  17, 2008

  	
   

  	
  N/A

  
	
   

  	
   

  	
  Guarantor
  Name (Organization)

  
	
   

  	
   

  	
   

  
	
  (Individual
  Guarantor)

  	
   

  	
  a

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Victor A. Salerno

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  
	
  Guarantor
  Name

  	
  Victor
  A. Salerno

  	
   

  	
  Name
  and Title

  	
  N/A

  
	
   

  	
   

  	
   

  
	
  /s/
  Terina M. Salerno

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  
	
  Guarantor
  Name

  	
  Terina
  M. Salerno

  	
   

  	
  Name
  and Title

  	
  N/A

  
									



 


PURPOSE
AND CONSENT. each Guarantor
who is married represents that this obligation is incurred In the Interest of his of her
marriage or family. The spouse of each
Guarantor who has not signed above as a Guarantor consents to the Guarantor entering into this Guaranty, but said spouse of each Guarantor is not a party to this
Guaranty.


 


	
  N/A

  	
   

  	
  Date:

  	
   

  
	
  Guarantor

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  N/A

  	
   

  	
  Date:

  	
   

  
	
  Guarantor’s
  Spouse

  	
   

  	
   

  



 

















 


ADDENDUM TO CONTINUING GUARANTY
(UNLIMITED)


 


This
Addendum is made part of the Continuing Guaranty (Unlimited) (the “Agreement”)
made and entered into by and between the undersigned guarantor (the
“Guarantor”) and the undersigned bank (the “Bank”) as of the date identified
below. The warranties, covenants and other terms described below are hereby
added to the Agreement.


 


Financial
Information and Reporting. Financial terms used herein which are not
specifically defined herein shall
have the meanings ascribed to
them under generally accepted accounting principles. For any Guarantor who does not have a separate fiscal year end for tax reporting
purposes, the fiscal year will be deemed to be the calendar year. Guarantor
warrants that all financial information previously provided to Bank or provided
to Bank in the future is or will
be complete and accurate and
prepared in accordance with generally accepted accounting principles and that no material adverse change has occurred
in Guarantor’s financial condition since such information was provided to Bank.
Guarantor covenants and agrees that while the Agreement is in effect, Guarantor
shall provide to Bank from time to time upon request any information regarding
Guarantor’s financial condition which Bank reasonably requests; and without
request, Guarantor will provide
to Bank the following financial
information, in form and content acceptable to Bank:


 


Annual
Financial Statements:
Not later than 120 days after
the end of each fiscal year, annual personal financial statements, prepared by
Guarantor.


 


Tax
Returns: Not later
than 15 days after the deadline (or extended deadline if Guarantor provides evidence to Bank of such extension) for filing such returns, copies of
filed federal tax returns, and state returns if applicable,
including all supporting schedules.


 


Brokerage
Statements. Not later
than 30 days after the end of each fiscal quarter, account statements from
Investment/Brokerage Account and/or such other broker(s) or investment adviser(s) as
may be designated by Bank pertaining to such investment/brokerage accounts.


 


 


	
  Dated
  as of 

  	
  April 17,
  2008

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Individual)

  	
   

  	
  (Non-Individual)

  
	
   

  	
   

  	
   

  
	
  /s/
  Victor J. Salerno

  	
   

  	
  n/a

  
	
  Guarantor
  Name Victor J. Salerno

  	
   

  	
  a/an
  n/a

  
	
   

  	
   

  	
   

  
	
  /s/
  Terina M. Salerno

  	
   

  	
  By:

  	
   

  
	
  Guarantor
  Name Terina M. Salerno

  	
   

  	
  Name
  and Title n/a

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name
  and Title n/a

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Agreed
  to:

  
	
   

  	
   

  	
  U.S.
  BANK N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Karal
  A. Presley

  
	
   

  	
   

  	
  Name
  and Title Karal A. Presley,
  Vice President