Exhibit 10.81
GUARANTY OF LEASE
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September 16, 1996
FOR VALUE RECEIVED, and in order to induce Videotronics, Inc., a Nevada
corporation ("Lessor"), to enter into, execute and deliver that certain Master
Lease Agreement and Lease Schedule No. 1 to Master Lease Agreement, each dated
September 16, 1996 (hereinafter collectively referred to as the "Lease") between
Lessor and Santa Fe Hotel, Inc., a Nevada corporation ("Lessee"), the
undersigned ("Guarantor", whether one or more) hereby absolutely and
unconditionally guarantees to said Lessor, its successors and assigns, the due
and prompt performance and observance of all of the obligations of said Lease to
be met by Lessee, including but not limited to the payment of rent and other
payments to be made under the Lease. The undersigned agrees that no act or
thing, except for payment in full or written release of this Guaranty by Lessor,
which but for this provision might or could at law or in equity act as a release
of the liability of the undersigned hereunder, shall in any way affect or impair
the absolute and unconditional obligation of the undersigned. This Guaranty
shall be a continuing, absolute and unconditional Guaranty and shall be in full
force and effect until all amounts due and owing under the Lease are paid in
full, notwithstanding the expiration or sooner termination of the Lease or for
the term of the Lease and any renewals thereof or until this Guaranty has been
released in writing by Lessor, whichever occurs first. The undersigned hereby
waives all notices and protests, as well as all defenses and offsets which could
or may in any way be asserted against said Lessor, either on the part of Lessee
or by the Guarantor itself. This Guaranty shall inure to the benefit of the
successors and assigns of said Lessor, including any subsequent holder of
Lessor's interest in the Lease. The undersigned hereby waives notice of the
execution of the Lease; waives notice of the date of commencement of said Lease
and of any assignment or transfer of Lessor's interest in the Lease and agrees
to be bound by the terms of this Guaranty to any subsequent transferee or
assignee of Lessor without further notice or acceptance by such transferee or
assignee. Additionally, the undersigned Guarantor agrees to reimburse Lessor
for any and all costs or expenses, including legal fees, incurred by Lessor in
enforcing the terms and conditions of the Lease or this Guaranty.
The undersigned hereby agrees that the Lessor may from time to time
without notice to or consent of the undersigned and upon such terms and
conditions as the Lessor may deem advisable without affecting this Guaranty (a)
release any maker, surety or other person liable for payment of all or any part
of the obligations under the Lease; (b) make any agreement extending or
otherwise altering the time for or the terms of payment of rent and/or
fulfillment of the obligations of Lessee under the Lease; (c) modify, waive,
compromise, release, subordinate, resort to, exercise or refrain from exercising
any right the Lessor may have hereunder, under the Lease or any other security
given for payment of rent and/or fulfillment of other obligations of Lessee
under the Lease; (d) accept additional security or guarantees of any kind; (e)
transfer or assign the Lease to any other party; (f) accept from Lessee or any
other party partial payment or payments on account of the Lease; (g) release,
settle or compromise any claim of the Lessor against the Lessee, or against any
other person, firm or corporation whose obligation is held by the Lessor as
security for the payment of rent and/or the fulfillment of other obligations of
Lessee under the Lease.
The undersigned hereby unconditionally and absolutely waives (a) any
obligation on the part of the Lessor to protect, secure or insure any of the
Leased Premises; (b) the invalidity or unenforceability of the Lease; (c) notice
of acceptance of this Guaranty by the Lessor; (d) notice of presentment, demand
for payment, notice of non-performance, protest, notices of protest and notices
of dishonor, notice of non-payment or partial payment; (e) notice of any
defaults under the Lease or in the performance of any of the covenants and
agreements contained therein or in any instrument given as security for the
Lease; (f) any defense, offset or claim the Lessee or the undersigned may have
against the Lessor; (g) any limitation or exculpation of liability on the part
of the Lessee whether contained in the Lease or otherwise; (h) any transfer by
the Lessee; (i) any failure, neglect or omission on the part of Lessor to
realize or protect the equipment leased pursuant to the Lease (the "Leased
Equipment") or any security given therefor; (j) any right to insist that the
Lessor proceed against the Lessee or against any other Guarantor or surety prior
to enforcing this Guaranty; provided, however, at its sole discretion the Lessor
may either in a separate action or an action pursuant to this Guaranty pursue
its remedies against the Lessee or any other Guarantor or surety,
without affecting its rights under this Guaranty; or (k) any order, method or
manner of application of any payments on the Lease.
Without limiting the generality of the foregoing, the undersigned will not
assert against the Lessor any defense of waiver, release, discharge in
bankruptcy, statute of limitations, res judicata, statute of frauds, anti-
deficiency statute, fraud, ultra xxxxx acts, usury, illegality or
unenforceability which may be available to the Lessee in respect of the Lease,
or any setoff available against the Lessor to the Lessee whether or not on
account of a related transaction.
The undersigned further agrees that no act or thing which, but for this
provision, might or could at law or in equity act as a release of the
liabilities of the undersigned hereunder, shall in any way affect or impair this
Guaranty and the undersigned agrees that this shall be a continuing, absolute
and unconditional Guaranty and shall be in full force and effect until the
indebtedness Guaranty has been paid in full.
The undersigned agrees this Guaranty is executed in order to induce the
Lessor to lease the Leased Equipment to Lessee with the intent that it be relied
upon by the Lessor. This Guaranty shall run with the Leased Equipment and
without the need for any further assignment of this Guaranty to any subsequent
owner of the Leased Equipment or the need for any notice to the undersigned
thereof. Upon assignment of the Lease to any subsequent party, said subsequent
party may enforce this Guaranty as if said party had been originally named as
Lessor hereunder.
No right or remedy herein conferred upon or reserved to the Lessor is
intended to be exclusive of any other available remedy or remedies but each and
every remedy shall be cumulative and shall be in addition to every other remedy
given under this Guaranty or now or hereafter existing at law or in equity. No
waiver, amendment, release or modification of this Guaranty shall be established
by conduct, custom or course of dealing, but only by an instrument in writing
duly executed by Lessor.
This Guaranty and each and every part hereof, shall be binding upon the
undersigned and upon its heirs, administrators, representatives, executors,
successors and assigns and shall inure to the pro rata benefit of each and every
future Lessor under the Lease, including the heirs, administrators,
representatives, executors, successors and assigns of the Lessor.
The undersigned expressly agrees that the liability and obligations under
this Guaranty shall not in any way be affected by the institution by or against
the Lessee of any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or any other similar proceedings for relief under any
bankruptcy law or similar law for relief of debtors and that upon the
institutions of any of the above actions, at Lessor's sole discretion and
without any notice thereof or demand therefor, the entire unpaid rent and other
payments due under the Lease shall become immediately due and payable and
enforceable against the Guarantor.
This Guaranty is executed under and intended to be construed by the laws
of the State of Nevada. The undersigned consents to be sued in the jurisdiction
and venue of any District Court in the State of Nevada, such jurisdiction and
venue to be determined at the sole option and election of Lessor.
IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be
executed as of the 16th day of September, 1996.
GUARANTOR: SANTA FE GAMING CORPORATION,
A NEVADA CORPORATION
By: Xxxxxx X. Land
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Its: Senior Vice President and CFO
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