Exhibit 10.27


 


2/23/2000


 


GUARANTY AGREEMENT


 


OF


 


APCOA/STANDARD
PARKING, INC.


 


THIS GUARANTY AGREEMENT (“the Guaranty”) is made this       day of March, 2000, by APCOA/Standard
Parking Inc., a Delaware Corporation, having
its headquarters at Chicago, Illinois (the “Guarantor”) to and for the benefit
of the State of Connecticut, Department of Transportation (“the State”) having its headquarters at Newington, Connecticut.


 


WITNESSETH:


 


WHEREAS, APCOA Bradley
Parking Company, LLC (“ABPC”) entered in a
Construction, Financing and Operating Special Facility Lease Agreement with the
State of even date herewith (the “Lease”), a copy of which is attached hereto
as Exhibit A; and


 


WHEREAS, pursuant to the Lease, ABPC has entered into a
License Agreement with the Guarantor, which is attached hereto as Exhibit B,
through which the Guarantor is responsible for all
non-construction obligations of ABPC under the Lease during the construction
phase of the Garage, as each is defined in the Lease and License Agreement; and


 


WHEREAS, pursuant to the Lease, ABPC has entered into an
Assignment Agreement with Bradley Airport Parking, Limited
Partnership (“BAP”), of which the Guarantor
is the sole general partner, which is attached hereto as Exhibit C, through which BAP is responsible for all non-construction obligations
of ABPC during the term of the Assignment Agreement, as each is defined in the
Lease and Assignment Agreement; and


 


WHEREAS, to induce the State to enter into the Lease, the
Guarantor has agreed with the State to guarantee the payment of all Guaranteed
Payments, which are the sum of the Garage Guaranteed Payments and the Surface
Parking Guaranteed Payments as defined and set forth in Sections 6(b)(1) and
6(b)(2) of the Lease.


 


NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Guarantor hereby agrees as follows:


 

















 


1. (a) The Guarantor hereby irrevocably,
unconditionally and absolutely guarantees the due and punctual payment to the
Trustee, as defined in the Lease, or assignee on behalf of the State, of funds
sufficient to make any of the Guaranteed Payments for which the Trustee has
insufficient funds on deposit in the appropriate accounts to make the required payment
on the scheduled payment date, after application thereto of amounts available
therefor from all prior sources as provided in Section 6 of the Lease and
upon notification by the Trustee as set forth below. The Guarantor will pay any
such amounts and perform such obligations promptly upon demand as set forth
herein, such amounts constituting the direct and primary obligation of the
Guarantor. Failure to make any such payments when due constitutes a default
under this Guaranty. Should such default continue after the opening of business
on the date the Trustee is required to make the deposits pursuant to the Lease
such default shall also constitute a default under the Lease and, the State
shall have every remedy available to it under the Lease.


 


(b) The Guarantor hereby acknowledges that in the
event the Trustee notifies the Guarantor by telephone and telecopier
transmission, promptly confirmed in writing by overnight express, of the amount
of shortfall or deficiency in any amounts necessary to make a Guaranteed
Payment, after application thereto of amounts available therefor from all prior
sources as provided in Section 6 of the Lease (each such deficiency or
shortfall amount to be known as a “Guarantor Payment”), the Guarantor shall
wire transfer the amount of such Guarantor Payment to the Trustee within three
business days of such telephonic and telecopier notice. The Guarantor shall be
entitled to a reimbursement of such payment, with interest and premium thereon,
as set forth and as limited in Section 6(b)(4) of the Lease. The
Trustee shall give telephonic notice of the obligation of the Guarantor to make
a Guarantor Payment to the Office of the General Counsel, at 312-274-2030 and,
telecopier notice to the Office of the General Counsel, at 312-640-6162, and
overnight express notice to the Office of the General Counsel, at
APCOA/Standard Parking, Inc., 900 North Michigan Avenue, Suite 1600,
Chicago, IL, 60611, or such other numbers and addresses as the Guarantor may
hereafter supply to the State in writing. The Guarantor shall promptly notify
the State and the Trustee of any change of the person to be notified, along
with any change of the proper telephone number, telecopier number, and
overnight express address. The failure of the Guarantor to provide proper
notice of the such changes, or the failure of any telecopier transmission,
shall not excuse the Guarantor from its obligations to make timely payment when
due to the Trustee.


 


Notwithstanding anything herein to the contrary, the
Guarantor shall not be obligated to make a Guarantor Payment or any portion
thereof to the extent such Guarantor Payment or portion thereof is solely
caused by the failure of the State to perform its obligations under the first
sentence only of Section 7(a)(4)(b) of the Lease.


 


(c) Under no circumstances and in no event shall
payment of any Guarantor Payments be construed as or deemed to be a
construction obligation of ABPC or the Guarantor.


 


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2. Except as provided in paragraph 1(b) above,
the Guarantor waives diligence, presentment, protest, notice of dishonor,
demand for payment, extension of time for payment, notice of acceptance of this
Guaranty, non-payment at maturity and indulgence and notices of every kind, and
consents to any and all forbearances and extensions of the time of payment of
the Guaranteed Payments and to any and all changes in the terms, covenants and
conditions thereof made or granted by written amendment to the Lease or to this
Guaranty; it being the intention hereof that the Guarantor shall remain liable
absolutely and unconditionally as set forth herein until the end of the full
Lease Term, unless such term shall be terminated earlier as set forth within
the Lease, except that a default by ABPC under the Lease or the bankruptcy or
insolvency of ABPC shall not operate to terminate the obligations of the
Guarantor hereunder. The Guarantor also waives all rights waived in the Lease
by ABPC. Guarantor hereby expressly agrees that the validity of this Guaranty
and the obligations of Guarantor hereunder shall in no way be terminated,
affected, diminished, modified or impaired by reason of the assertion of or the
failure to assert by the State or the Trustee against ABPC or its successors or
assigns, any of the rights or remedies reserved to the State or the Trustee
pursuant to the provisions of the Lease.


 


3. The Guarantor agrees that the obligations of the
Guarantor hereunder shall not be affected by any action taken by the State or
the Trustee under the Lease in the exercise of any right or remedy therein
conferred, or by any invalidity or unenforceability thereof, or by any defense
or counterclaim that may be available to ABPC against the State or the Trustee,
except a defense or counterclaim specifying the failure of the State to perform
its obligations under the first sentence only of Section 7(a)(4)(b) of
the Lease, it being the purpose and intent of the Guarantor that this Guaranty
and the obligations of the Guarantor hereunder shall be absolute and unconditional,
as set forth herein. The Guarantor agrees that the rights of the State
hereunder may be exercised by the Trustee or other assignee of the State.


 


4. The Guarantor agrees that this Guaranty may be
enforced by the State, or by the Trustee or other assignee of the State,
without first resorting to or exhausting any other security, collateral or
guaranty except the prior sources for Guaranteed Payments as set forth in Section 6
of the Lease, through court proceedings or otherwise; provided, however, that
nothing herein contained shall prevent the State from suing on the Lease with
or without making the Guarantor a party to the suit or from exercising other
rights thereunder, and if such suit or other remedy is availed of, only the net
proceeds therefrom, after deduction of all charges and expenses of every kind
and nature whatsoever incurred in connection with the enforcement of the Lease
and any other documents securing the Lease, shall be applied, and the State
shall not be required to institute or prosecute proceedings to recover any
deficiency as a condition of payment hereunder or enforcement hereof.


 


5. The Guarantor represents and warrants that,
as of the date hereof:


 


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(a) It has furnished to the State true and correct
copies of the most recently available financial statements of the Guarantor.
Said statements fairly present the financial condition of the Guarantor as of
the date indicated and the result of operations during the period indicated. No
material adverse change has occurred in the financial condition of the
Guarantor since the date of such statements.


 


(b) It is a duly organized and existing Delaware
corporation, is in good standing in Delaware and is duly licensed or qualified
and in good standing in Connecticut and in each other material jurisdiction in
which it owns property or in which the nature of the business conducted by it
requires such licensing or qualification and is duly authorized to make and
perform this Guaranty.


 


(c) The Guarantor has duly authorized the execution
and delivery of this Guaranty and this Guaranty constitutes the legal, valid
and binding obligation of the Guarantor, enforceable in accordance with its
terms. The execution and delivery of this Guaranty does not, and the
performance by the Guarantor of its obligations under this Guaranty will not,
violate any provision of law applicable to the Guarantor or of the Certificate
of Incorporation or By-Laws of the Guarantor, or any agreement, indenture, note
or other instrument which is binding upon the Guarantor.


 


(d) No consent, license or approval from any
governmental authority is or will be necessary for the valid execution,
delivery and performance by the Guarantor of this Guaranty.


 


(e) There are no actions, suits or proceedings
pending or to its knowledge, threatened against it before any court or other
federal, state, municipal or other governmental authority or before any
arbitrator(s) which would have a material adverse effect upon the ability
of the Guarantor to perform its obligations under this Guaranty. The Guarantor
is not in default with respect to any order of any court, arbitrator or
governmental body.


 


(f) The Guarantor is not in default in the
performance, observance or fulfillment of any of the terms, obligations,
covenants, conditions or provisions contained in any agreement or instrument to
which the Guarantor is a party or to which its property is subject, which
default, together with all such defaults, singly or in the aggregate, may have
a materially adverse effect on the business, assets, liabilities, financial
condition, results of operations or business prospects of Guarantor.


 


(g) The Guarantor has substantially complied with all
filing requirements for all federal, state and municipal income and other tax
returns which are required to be filed, and has paid, or made provision for the
payment of, all taxes which have become due pursuant to said returns, except
such taxes, if any, which are being contested in good faith and as to which
adequate reserves have been provided.


 


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(g) The Guarantor has, to the best of its knowledge
and belief, substantially complied with all applicable statutes, rules,
regulations, orders and restrictions of any governmental entity,
instrumentality or agency having jurisdiction over the conduct of its business
or the ownership of its property.


 


(h) The Guarantor has substantially complied with all
requirements for obtaining all franchises, permits, licenses and other similar
authorizations necessary for the conduct of its business as now being conducted
by it and is not aware of any state of facts that would make it impossible or
impractical to obtain any similar authorization necessary for the conduct of
its business as planned to be conducted, and the Guarantor is not in material
violation, nor will the transactions contemplated by this Guaranty cause a
violation, of the terms or provisions of any such franchise, permit, license or
other similar authorization.


 


6. The Guarantor agrees that the Guarantor’s
obligations to make Guarantor Payments in accordance with the terms of this
Guaranty shall not be impaired, modified, changed, released, or limited in any
manner whatsoever by any impairment, modification, change, release or
limitation of the liability of ABPC or its estate in bankruptcy resulting from
the operation of any present or future provision of the Federal Bankruptcy Code
or other similar statute, or from the decision of any court.


 


7. Until this Guaranty is terminated as herein
provided, the Guarantor agrees that it will:


 


(a) Preserve and maintain its existence as a
corporation duly organized, validly existing and in good standing under the
laws of Connecticut, and remain qualified to do business and in good standing
in each other material jurisdiction where the nature of its business or the
ownership of its property makes such qualification necessary.


 


(b) Keep its properties in good working order and
adequately insured by financially sound and reputable insurers to the same
extent, in the same amounts and against the same risks as is customary in the
same or similar businesses.


 


(c) Notify the State promptly of (a) the
occurrence of any default hereunder; (b) the occurrence of any event which
results or might result in a materially adverse change in the financial
condition of the Guarantor; and (c) the commencement of any action, suit
or proceeding against the Guarantor in which the amount claimed exceeds
$1,000,000.


 


(d) Not discontinue its business, be dissolved or
otherwise suffer or permit any termination of its corporate existence, merge or
consolidate with any other entity, or sell or otherwise transfer all or a
material portion of its properties or assets, unless the surviving entity, in
the event of such a merger or consolidation or sale of assets, and if such
entity is not the Guarantor, expressly assumes in writing the obligations of
the Guarantor under this Guaranty.


 


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(e) Substantially comply with all laws and
regulations applicable to it and/or its properties and/or its business and
maintain its property in good repair.


 


(f) Provide the State with audited annual financial
statements of the Guarantor and its consolidated subsidiaries prepared by the
Guarantor’s independent accountant in accordance with generally accepted
accounting principles consistently applied throughout the periods concerned
(except as otherwise disclosed in the notes to such financial statements) and
which fairly present the financial position and results of operations of the
Guarantor and its consolidated subsidiaries at the respective dates and for the
respective periods indicated therein, within sixty (60) days of the end of the
Guarantor’s fiscal year, and make all of its books and records available for
inspection by the State during reasonable business hours. Any documents or
reports provided pursuant to this Guaranty shall be true and correct in all
material respects as of their date and shall not include any untrue statement
of a material fact or omit to state any material fact necessary in order to
make the statements therein, in light of the circumstances under which they
were made, not misleading.


 


8. The Guarantor agrees that in the event this
Guaranty is placed in the hands of any attorney for enforcement, the Guarantor
will reimburse the State for all expenses incurred, including reasonable
attorneys’ fees.


 


9. The Guarantor agrees that this Guaranty
shall inure to the benefit of and may be enforced by the State, and any of its
successors or assigns, including the Trustee, and shall be binding upon and
enforceable against the Guarantor and the Guarantor’s respective successors and
assigns. The Guarantor further agrees that the Trustee may assign any or all of
its rights under this Guaranty to a successor trustee as provided under the
Indenture.


 


10. The Guarantor agrees that all documents and
agreements executed and delivered pursuant hereto, when delivered, will be
valid and binding in accordance with their respective terms and will deliver an
opinion of counsel with respect thereto satisfactory to the State.


 


11. The occurrence of any of the following
events shall constitute an event of default (“Event of Default”) by the
Guarantor:


 


(a) Any representation or warranty made by the
Guarantor in writing in connection with this Guaranty which shall prove to have
been incorrect in any material respect when made.


 


(b) The breach by the Guarantor of any other
provision hereof.


 


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(c) Nonpayment by the Guarantor of any
Guarantor Payment when due.


 


(d) The entry of a decree or order for relief
by a court having jurisdiction in respect of the Guarantor or in an involuntary
case under the federal bankruptcy laws, as now or hereafter constituted, or any
other applicable federal or state bankruptcy, insolvency or other similar law,
or appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Guarantor or for any substantial part
of the property of the Guarantor, which shall remain in effect for a period of
ninety (90) consecutive days; or upon the commencement by the Guarantor of a
voluntary case under the federal bankruptcy laws, as now constituted or
hereafter amended, or any other applicable federal or state bankruptcy,
insolvency or other similar law, or the consent by the Guarantor to the
appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or other similar official) of the Guarantor
or for any substantial part of the property of the Guarantor or the making by
the Guarantor of any assignment for the benefit of creditors.


 


If any Event of Default shall occur hereunder (whether or
not an independent default shall have occurred under the Lease), then the State
or the Trustee shall have the right to take whatever action at law or in equity
it shall deem necessary or desirable to enforce performance and observation of
the Guarantor’s obligations hereunder, including, without limitation, the right
to demand immediate payment of Guarantor Payments then due and payable by
Guarantor without presentment, demand, protest or other notice of any kind, all
of which are hereby expressly waived.


 


12. The Guarantor agrees that, as used
hereinabove, unless the context clearly indicates a contrary context, pronouns
of any gender shall include the other genders, and either the singular or
plural shall include the other.


 


13. The Guarantor agrees that, if this Guaranty
is executed by more than one Guarantor, the liability of each Guarantor
hereunder shall be joint and several.


 


14. The Guarantor agrees that, this Guaranty
shall be governed by and construed in accordance with the laws of the State of
Connecticut.


 


15. The Guarantor agrees not to transfer any
interest in ABPC or APCOA/TBI without the prior, written approval of the State.


 


16. The liability of the undersigned shall be
absolute and continuing until the Lease is terminated by its terms, unless such
termination is the result of an event of default thereunder or the bankruptcy
or insolvency of ABPC.


 


17. Other than notice as provided in Section 1(b) hereof
from the Trustee to the Guarantor that it is obligated to make a Guarantor
Payment, any notice herein required or


 


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permitted to be given to the undersigned hereunder may be
given by telephone (confirmed within twenty-four hours in writing), or in
writing by depositing the same in the United States mail, postage prepaid,
addressed to the undersigned as follows: The Office of the General Counsel, at
312-274-2030 and APCOA /Standard Parking, Inc., 900 North Michigan Avenue,
Suite 1600, Chicago, IL 60611, or at such other address as any of the
undersigned may hereafter furnish to the State in writing.


 


18. No delay or omission by the State to
exercise any right or power hereunder or under the Lease or any other document
pertaining to the Lease shall impair such right or power or be construed to be
a waiver of any default or any acquiescence therein, and any single or partial
exercise of any such right or power shall not preclude other or further
exercise thereof or the exercise of any other right, and no waiver whatsoever
shall be valid unless in writing signed by the State, and then only to the
extent in such writing specifically set forth. All remedies herein or by law
afforded shall be cumulative and shall be available to the State until all
obligations of the Guarantor hereunder have been paid or satisfied in full.


 


19. The Guarantor acknowledges that it will
materially, directly or indirectly, receive financial benefit from the Lease.


 


20. No amendment or supplement to or other
modification of this Guaranty and no consent or waiver hereunder shall be of
any effect unless it is in writing and executed by the Guarantor and the State.


 


21. (a) For
purposes of this Guaranty, the term ABPC shall include the successors and
assigns of APCOA Bradley  Parking
Company, LLC.


 


(b) For the purpose of the
Guaranty, the term Trustee shall include the Trustee acting in its capacity as
Custodian under the Custody Agreement, as those terms are defined in the Lease.


 


22. In the event that any term or provision of
this Agreement conflicts with any provision of the Lease, the Lease shall
prevail..


 


23. This Guaranty contains the entire agreement
among the parties with respect to the subject matter hereof and supersedes all
prior agreements relating to such subject matter and may not be modified,
amended, supplemented or discharged except by a written agreement signed by
Guarantor, the State and the Trustee.


 


24. If all or any portion of any provision
contained in this Guaranty shall be determined to be invalid, illegal or
unenforceable in any respect for any reason, such provision or portion thereof
shall be deemed stricken and severed from this Guaranty and the remaining
provisions and portions thereof shall continue in full force and affect.


 


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25. This Guaranty may be executed in counterparts
which together shall constitute the same instrument.


 


IN WITNESS WHEREOF, this Guaranty has been duly signed,
sealed and delivered by the Guarantor the day and year first above written.


 


 


	
   

  	
  GUARANTOR,

  
	
   

  	
   

  
	
   

  	
  APCOA/Standard
  Parking, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James A. Wilhelm

  
	
   

  	
   

  	
  Its:
  James A. Wilhelm, Senior Executive Duly

  
	
   

  	
   

  	
    Authorized
  Vice President, Chief Operations

    Officer

  
	
   

  	
   

  
	
   

  	
  ACCEPTED:

  
	
   

  	
   

  
	
   

  	
  STATE
  OF CONNECTICUT,

  Department of Transportation

  James F. Sullivan, Commissioner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert F. Juliano

  
	
   

  	
   

  	
  Bureau
  Chief,

  
	
   

  	
   

  	
  Bureau
  of Aviation and Ports

  
	
   

  	
   

  
	
   

  	
  ASSIGNMENT:

  
	
   

  	
   

  
	
   

  	
  The
  State hereby assigns to First Union National Bank, in its capacities as
  Trustee and/or Custodian, each as defined in the Lease identified herein, the
  non-exclusive right to enforce the obligations of the Guarantor hereunder to
  make Guaranteed Payments in accordance with the provisions of this Guaranty.

  
				



 


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  STATE
  OF CONNECTICUT,

  Department of Transportation

  James F. Sullivan, Commissioner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert F. Juliano

  
	
   

  	
   

  	
  Bureau
  Chief,

  
	
   

  	
   

  	
  Bureau
  of Aviation and Ports

  
	
   

  	
   

  
	
   

  	
  ACCEPTED:

  
	
   

  	
   

  
	
   

  	
  FIRST
  UNION NATIONAL BANK

  As Trustee and as Custodian

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


 


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