Exhibit 10.4
AMENDED AND RESTATED
PERSONAL GUARANTY
BY
TO
CROWN BANK
Dated:
March 7, 2008
PERSONAL GUARANTY
In consideration of and in order to induce Crown Bank, a Minnesota state banking
corporation, with its banking house located in Minneapolis, Minnesota (the
"Lender"), to extend financial accommodations to Southwest Casino and Hotel
Corp., a Minnesota corporation, (the "Borrower"), pursuant to a series of
promissory notes dated the same date as this Amended and Restated Guaranty and
identified on Exhibit 1 to this Guaranty (the "Notes") and that certain Line of
Credit dated April 19, 2007 (the "Line of Credit") all by and between the Lender
and the Borrower, the undersigned (the "Guarantor") hereby amends and restates
the Amended and Restated Personal Guaranty between Lender and Borrow dated
April 16, 2007 and hereby:
1.
UNCONDITIONALLY AND ABSOLUTELY GUARANTEES TO THE LENDER THE FULL
AND PROMPT PAYMENT, WHEN DUE, WHETHER AT THE MATURITY DATES SPECIFIED THEREIN OR
THERETOFORE UPON ACCELERATION OF MATURITY PURSUANT TO THE PROVISIONS THEREOF, OF
PRINCIPAL, ACCRUED INTEREST AND LATE CHARGES, IF ANY, ON THE NOTES AND THE LINE
OF CREDIT, AND ANY AND ALL RENEWALS THEREOF INCLUDING NOTES TAKEN IN
SUBSTITUTION THEREFORE (COLLECTIVELY REFERRED TO AS THE "OBLIGATIONS"); TOGETHER
WITH THE FULL AND PROMPT PAYMENT OF ANY AND ALL COSTS AND EXPENSES OF AND
INCIDENTAL TO THE COLLECTION OF THE OBLIGATIONS FOR THE ENFORCEMENT OF THIS
GUARANTY, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES.
ALL
CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANING ASSIGNED
THERETO IN THE NOTES OR THE LINE OF CREDIT.
2.
AGREES THAT THE LENDER MAY DEMAND PAYMENT FROM THE GUARANTOR OF
ANY INSTALLMENT (OR PORTION THEREOF) OF PRINCIPAL OR INTEREST ON EITHER THE
NOTES OR THE LINE OF CREDIT, WHEN DUE AND UNPAID, AND THE GUARANTOR SHALL
IMMEDIATELY PAY THE SAME TO THE LENDER, AND THE LENDER MAY DEMAND PAYMENT OR
PERFORMANCE OF ANY OR ALL OF THE OTHER OBLIGATIONS, WHEN SUCH PAYMENT OR
PERFORMANCE IS DUE OR REQUIRED (SUBJECT TO ANY APPLICABLE GRACE PERIOD), AND THE
GUARANTOR SHALL IMMEDIATELY PAY OR PERFORM THE SAME, WHETHER OR NOT THE LENDER
HAS (I) DECLARED AN EVENT OF DEFAULT, OR (II) ACCELERATED PAYMENT OF THE NOTES
OR THE LINE OF CREDIT, OR (III) COMMENCED REPOSSESSION OF, OR FORECLOSURE OF ANY
SECURITY INTEREST, MORTGAGE OR OTHER LIEN IN, ANY OR ALL OF THE COLLATERAL
SECURING THE NOTES OR THE LINE OF CREDIT, OR (IV) OTHERWISE EXERCISED ITS RIGHTS
AND REMEDIES UNDER THIS GUARANTY OR UNDER THE NOTES, THE LINE OF CREDIT, THE
DOCUMENTS RELATED THERETO OR APPLICABLE LAW.
3.
WAIVES (I) PRESENTMENT, DEMAND, NOTICE OF NONPAYMENT, PROTEST AND
NOTICE OF PROTEST AND DISHONOR ON THE OBLIGATIONS; (II) NOTICE OF ACCEPTANCE OF
THIS GUARANTY BY THE LENDER; AND (III) NOTICE OF THE CREATION OR INCURRENCE OF
THE OBLIGATIONS BY THE BORROWER.
4.
AGREES THAT THE LENDER MAY FROM TIME TO TIME, WITHOUT NOTICE TO
THE GUARANTOR, WHICH NOTICE IS HEREBY WAIVED BY THE GUARANTOR, EXTEND, MODIFY,
RENEW OR COMPROMISE THE OBLIGATIONS, IN WHOLE OR IN PART,