GUARANTY
Players International, Inc., a Nevada corporation ("Players"), makes this
Guaranty for the sole and expressly limited purpose of making the guarantees,
representations, warranties, and covenants contained in this Guaranty and hereby
guarantees unconditionally payment of (i) Players MH, L.P.'s Initial Capital
Contributions pursuant to Section 4 of that certain Partnership Agreement of
Riverside Joint Venture (the "Agreement") to which this Guaranty is attached;
and (ii) any amounts necessary to satisfy any indemnity obligations pursuant to
Section 14(e)(iii) of the Agreement; and (iii) the obligations of Players and
its Affiliates (Controlled) under Sections 8(d) and 31(g) of the Agreement (the
"Players Guaranteed Obligations"). Players hereby makes the representations and
warranties set forth in Section 14.1 of the Agreement. Except as specifically
set forth in this Guaranty, the foregoing guarantor shall have no obligation or
liability under this Guaranty.
The Players Guaranteed Obligations may be extended or renewed, and Players
will be bound under this Guaranty notwithstanding any extension, renewal, or
alteration of the Players Guaranteed Obligations. Players hereby waives
presentation of, demand of, and protest of the Players Guaranteed Obligations
and waives notice of protest for nonpayment. This Guaranty shall not be affected
by:
(a) the failure of any party to assert any claim or demand or to
enforce any right or remedy against Players MH, L.P. under the Agreement,
(b) any extension or renewal of any provision of any thereof,
(c) any rescission, waiver, amendment or modification of any of the
terms or provisions of the Agreement, or
(d) the failure of any party to exercise any right or remedy against
any other guarantor of any of the Players Guaranteed Obligations.
Players further agrees that this Guaranty constitutes a guarantee of
payment when due and not of collection and waives any right to require that any
resort be had by any party to any of the security held for payment of any of the
Players Guaranteed Obligations or to any balance of any deposit account or
credit on the books of any party in favor of any Person.
The obligations of Players shall not be subject to any reduction,
limitation, impairment or termination for any reason, including, without
limitation, any claim of waiver, release, surrender, alteration or compromise of
any of the Players Guaranteed Obligations, and shall not be subject to any
defense or setoff, counterclaim, recoupment or termination whatsoever by
reason of the invalidity, illegality or unenforceability of any of the Players
Guaranteed Obligations, discharge of Players MH, L.P. from obligations in a
bankruptcy or similar proceeding or otherwise. Without limiting the generality
of the foregoing, the obligations of Players shall not be discharged or impaired
or otherwise affected by its failure to assert any claim or demand or to enforce
any remedy under the Agreement, by any waiver or modification of any thereof, by
any default, failure or delay, willful or otherwise, in the performance of any
of the Players Guaranteed Obligations, or by any other act or thing or omission
or delay to do any other act or thing which may or might in any manner or to any
extent vary the risk of Players or which would otherwise operate as a discharge
of Players as a matter of law or equity.
Players further agrees that this Guaranty shall continue to be
effective or to be reinstated, as the case may be, if at any time payment, or
any part thereof, of principal of or interest on any Players Guaranteed
Obligations is rescinded or must otherwise be restored by any party upon the
bankruptcy or reorganization of Players or otherwise.
Upon payment by Players of any sum as provided above so long as any of
the Players Guaranteed Obligations shall remain outstanding hereunder, all
rights of Players against Players MH, L.P. arising as a result thereof by way of
right of subrogation or otherwise, shall in all respects be subordinated and
junior in right of payment to the prior indefeasible payment in full of all the
Players Guaranteed Obligations.
No delay or omission by the Partners or the Partnership to exercise any
right under this Guaranty shall impair any such right, nor shall it be construed
to be a waiver thereof. No amendment, modification, termination or waiver of any
provision of any guarantee, or consent to any departure by Players therefrom,
shall in any event be effective without the written concurrence of all Partners.
No waiver of any single breach of default under this Guaranty shall be deemed a
waiver of any other breach or default.
The Players Guaranteed Obligations may be enforced only by the Partners
other than Players MH, L.P. and by any Indemnified Persons and shall not benefit
or be enforceable by third parties. The Players Guaranteed Obligations shall
exclude liability for tort claims of third parties.
PLAYERS INTERNATIONAL, INC.,
a Nevada corporation
By: /s/ Xxxxxx X. Xxxxxxx
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Its: Vice President
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