GUARANTY AGREEMENT
THIS GUARANTY AGREEMENT, dated October 25, 1996, of American
Wagering, Inc., a Nevada corporation (the "Guarantor'), in favor of Autotote
Corporation, a Delaware corporation ("Obligee") (the "Guaranty Agreement").
Background
Background. Obligee is the guarantor of a mortgage on certain
property owned by its wholly-owned subsidiary, Autotote CBS, Inc., a Nevada
corporation ("CBS"), pursuant to that certain Guaranty Agreement of Obligee in
favor of Standard Life and Accident Insurance Company, dated August 31, 1995 and
attached hereto as Exhibit A ("Autotote Guaranty"). Obligee and Guarantor are to
execute and deliver a certain Stock Transfer Agreement, dated of even date
herewith (the "Stock Transfer Agreement"), pursuant to which Guarantor is to,
inter alia, acquire all of the issued and outstanding stock of CBS. Pursuant to
Section 6.2(b)(iv) of the Stock Transfer Agreement, it is a condition precedent
to the obligations of Obligee under the Stock Transfer Agreement, including its
obligation to sell to Guarantor the stock of CBS, that the release of Obligee
from the Autotote Guaranty shall have been secured or, provided that Obligee so
elects, that a suitable back-up guarantee of the Autotote Guaranty shall have
been secured.
NOW, THEREFORE, in consideration of the foregoing, and
intending to be legally bound hereby, the Guarantor hereby agrees as follows:
1. In order to comply with the condition precedent set forth
in Section 6.2(b)(iv) of the Stock Transfer Agreement, the Guarantor hereby
guarantees as surety to Obligee the Prompt satisfaction when due, whether by
acceleration or otherwise, of all of the obligations, liabilities and
indebtedness of Obligee (the "Obligations") under the Autotote Guaranty.
2. The Guarantor agrees that, if any of the Obligations are
not satisfied when due, the Guarantor will, upon demand by the Obligee,
immediately satisfy such Obligations.
3. The liability of the Guarantor under this Agreement is
absolute and unconditional, without regard to the liability of any other person,
and shall not in any manner be affected by reason of any action taken or not
taken by the Obligee, nor by the partial or complete unenforceability or
invalidity of any other guaranty or surety agreement, pledge, assignment or
other security for any of the Obligations. No delay in making demand on the
Guarantor for satisfaction of their liability hereunder shall prejudice the
Obligee's right to enforce such satisfaction. All of the Obligee's rights and
remedies shall be cumulative and any failure of the Obligee to exercise any
right hereunder shall not be construed as a waiver of the right to exercise the
same or any other right at any time, and from time to time, thereafter.
4. The Guarantor agrees that this Agreement shall be governed
by the substantive law of the State of Nevada, without regard to principles of
conflicts of laws.
5. Any notice or consent required or permitted by this
Agreement shall be in writing and shall be deemed delivered if delivered in
person or if sent by registered or certified mail, postage prepaid, return
receipt requested, as follows, unless such address is changed by written notice
hereunder:
a. If to the Obligee, to:
Autotote Corporation
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Chair and Chief Executive
b. If to the Guarantor, to:
President
American Wagering, Inc.
000 Xxxxx Xxxxx
Xxx Xxxxx, XX 00000
Attn: Xxx Xxxxxxx
6. This Agreement shall inure to the benefit of the Obligee
and its successors and assigns, and shall be binding upon the Guarantor and its
successors and assigns.
7. Guarantor will use its best efforts to secure the release
of obligee as guarantor.
IN WITNESS WHEREOF, the Guarantor, intending to be legally bound
hereby, has duly executed this Guaranty Agreement as of the date and year first
above written.
GUARANTOR:
ATTEST: AMERICAN WAGERING, INC.
By: /s/ Illegible By: /s/ Xxxxxx Xxxxxxx
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(Assistant) Secretary Title: ____________________________
