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EXHIBIT 10.23
GUARANTY
(individual)
WHEREAS, American Gaming Network L.L.C., a Delaware limited liability
company (the "Company"), is indebted to Multimedia Games, Inc., a Texas
corporation ("Creditor");
WHEREAS, this guaranty is being executed and delivered in order to
induce TV Games, Inc., a Delaware corporation and a wholly owned subsidiary of
Creditor ("TVG"), to enter into a certain Unit Purchase Agreement dated the
14th day of August, 1996, by and between TVG, AGN Venturer L.L.C., a Delaware
limited liability company ("Venturer"), and the Buyers (as defined therein)
(the "Unit Purchase Agreement");
WHEREAS, TVG has required this guaranty to be delivered as a condition
precedent to the TVG's obligations under the Unit Purchase Agreement; and
WHEREAS, the undersigned is a Buyer of "Units" under the Unit Purchase
Agreement ("Guarantor");
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Guarantor hereby agrees with Creditor as
follows:
1. As used throughout this guaranty, the term "Company" shall
include, without limitation, the Company, the Company as a debtor-in-
possession, and any receiver, trustee, liquidator, conservator, custodian, or
similar party hereafter appointed for the Company or all or substantially all
of its assets pursuant to any liquidation, conservatorship, bankruptcy,
moratorium, rearrangement, receivership, insolvency, reorganization, or other
similar laws from time to time in effect affecting the rights of creditors
generally.
2. The term "Guaranteed Indebtedness," as used herein, includes: (a)
all principal indebtedness of the Company to Creditor arising out of that
certain Promissory Note, dated the 28th day of June, 1996 in the principal
amount of $336,000.00 (the "Note"), bearing interest at the rate of 10.5% per
annum and maturing on the 30th day of June, 1998; provided that Guaranteed
Indebtedness shall not include interest on the Note and (b) any and all costs,
reasonable attorneys' fees, and expenses incurred by Creditor by reason of the
Company's default in payment of the foregoing principal indebtedness.
Notwithstanding anything in this guaranty to the contrary, the obligation of
the Guarantor under this Guaranty with respect to the Guaranteed Indebtedness
of shall not exceed the product of (x), the
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number of Units in Venturer purchased by Guarantor pursuant to the Unit
Purchase Agreement multiplied by (y) three thousand three hundred sixty
(3,360).
3. This guaranty is a guaranty of payment and performance and not of
collection and Guarantor agrees that, in the event the Company fails to make
such payments in accordance with the terms of the Guaranteed Indebtedness,
Creditor may proceed in the first instance against Guarantor under the terms of
this agreement without first proceeding against or exhausting Creditor's
remedies against the Company. Notwithstanding the preceding sentence, Creditor
shall have no greater right against Guarantor than Creditor would have had
against the Company under the terms of the Guaranteed Indebtedness.
4. Guarantor hereby agrees that its obligations under the terms of
this guaranty shall not be released, diminished, impaired, reduced, or affected
by the occurrence of any one or more of the following events: (a) any partial
release of the liability of Guarantor hereunder; (b) the insolvency,
bankruptcy, or lack of corporate power of the Company; (c) any renewal,
extension, or rearrangement of the payment of any or all of the Guaranteed
Indebtedness, either with or without notice to or consent of Guarantor; or (d)
the unenforceability of all or any part of the Guaranteed Indebtedness against
the Company by reason of the fact that the Guaranteed Indebtedness exceeds the
amount permitted by law, the act of creating the Guaranteed Indebtedness, or
any part thereof, is ultra xxxxx, or the officers creating same acted in excess
of their authority or violated any fiduciary duties in connection therewith.
5. Should Guarantor become insolvent, or fail to pay its debts
generally as they become due, or voluntarily seek, consent to, or acquiesce in
the benefit of any bankruptcy, insolvency or other similar laws, or become a
party to (or be made the subject of) any proceeding provided for by any
bankruptcy, insolvency or other similar laws (other than as a creditor or
claimant) that could suspend or otherwise adversely affect the rights of
Creditor granted hereunder, then, in any such event, the Guaranteed
Indebtedness shall be, as between Guarantor and Creditor, a fully matured, due,
and payable obligation to Creditor (without regard to whether the Company is
then in default under the document or instrument evidencing the indebtedness
guaranteed hereunder or whether such indebtedness, or any part thereof is then
due and owing by the Company to Creditor), and Guarantor shall pay to Creditor
upon demand the estimated amount owing to Creditor by Guarantor in respect of
the contingent claim created hereunder.
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6. Guarantor represents and warrants to Creditor as follows:
(a) This guaranty constitutes the legal, valid, and binding
obligation of Guarantor enforceable against Guarantor in accordance with
its terms.
(b) Guarantor is not, nor will the execution, delivery, and the
performance of and compliance with the terms of this guaranty cause
Guarantor to be, in violation of (i) any laws, or (ii) any indenture,
mortgage, lease, deed of trust, agreement, contract, instrument, or law
to which Guarantor is a party or by which Guarantor or any of
Guarantor's property, assets, or revenue is bound or to which it is
subject.
(c) No order, consent, approval, license, permit, waiver,
exemption, authorization of or validation of, or filing, recording or
registration with (except as heretofore have been obtained or made), or
exemption by, any person, entity or governmental authority is required
to authorize, or is required in connection with, the execution,
delivery, performance, legality, validity, binding effect, or
enforceability of this guaranty.
7. This guaranty is for the benefit of Creditor and Creditor's
successors and assigns, and in the event of an assignment of the Guaranteed
Indebtedness, or any part thereof, the rights and benefits hereunder, to the
extent applicable to the indebtedness so assigned, may be transferred with such
indebtedness. This guaranty is binding not only on Guarantor, but on
Guarantor's successors and assigns.
8. This guaranty shall be construed according to the laws of the
State of Oklahoma.
9. This Agreement embodies the entire agreement between Guarantor
and Creditor and supersedes all prior proposals, agreement and understandings
relating to the subject matter hereof.
10. This guaranty shall expire at such time as the Guaranteed
Indebtedness has been paid in full.
IN WITNESS WHEREOF, Guarantor has executed this guaranty for the benefit
of Creditor as of the 14th day of August, 1996.
GUARANTOR
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NAME:
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