<PAGE>
EXHIBIT 10.27
EXECUTION COPY
GUARANTY AGREEMENT
THIS GUARANTY AGREEMENT (this "Guaranty") is made as of the 30th
day of
January, 2004 by AAC INVESTORS, INC., a
Virgina corporation (the "Guarantor") in
favor of the Agent, for the benefit of the
Agent and the Banks (as such terms
are defined below);
WITNESSETH:
WHEREAS, Asset Acceptance, LLC, a Delaware limited liability
company, Financial Credit, LLC, a Delaware
limited liability company , CFC
Financial, LLC, a Delaware limited
liability company, Consumer Credit LLC, a
Delaware limited liability company, and
Med-Fi Acceptance, LLC, a Delaware
limited liability company (collectively,
the "Borrowers" and, individually, a
"Borrower"), certain lenders identified
therein (together with any other lenders
party thereto from time to time,
collectively, the "Banks" and, individually, a
"Bank"), and Bank One, NA, a national
banking association with its main office
in Chicago, Illinois, as Agent (in such
capacity, the "Agent"), for the Banks,
are parties to a certain Credit Agreement
dated as of September 30, 2002, as
amended by the First Amendment to Credit
Agreement, dated as of June 25, 2003,
and the Second Amendment to Credit
Agreement, dated as of August 11, 2003 (as
same may be amended or modified from time
to time, including any agreement
entered into in substitution therefor, the
"Credit Agreement"), providing,
subject to the terms and conditions
thereof, for extensions of credit to be made
by the Banks to the Borrowers;
WHEREAS, the Borrowers, the Banks and the Agent have entered into
a
certain Third Amendment to Credit Agreement
dated as of even date herewith (the
"Third Amendment"), providing, subject to
the terms and conditions thereof, for
certain amendments to the Credit Agreement
desired by the Borrowers;
WHEREAS, it is a
condition precedent to the effectiveness of the Third
Amendment that the Guarantor execute and
deliver this Guaranty whereby the
Guarantor shall guarantee the payment when
due, subject to Section 9 hereof, of
all Guaranteed Obligations, as defined
below;
WHEREAS, in order to induce the Banks and the Agent to enter into
the
Third Amendment, and extend credit to the
Borrowers under the Credit Agreement
as amended by the Third Amendment, and to
induce the Banks and their Affiliates
from time to time to enter into one or more
Rate Management Transactions with
the Borrowers, and because the Guarantor
has determined that executing this
Guaranty is in its interest and to its
financial benefit, the Guarantor is
willing to guarantee the obligations of the
Borrowers under the Credit
Agreement, any Note, any Rate Management
Transaction, and the other Loan
Documents; and
WHEREAS, each of the Borrowers is owned, in whole or in part,
directly
or indirectly, by the Guarantor;
<PAGE>
NOW, THEREFORE, in consideration of the premises and other good
and
valuable consideration, the receipt and
sufficiency of which are hereby
acknowledged, the parties hereto agree as
follows:
SECTION l.1. Selected Terms Used Herein.
"Guaranteed
Obligations" is defined in Section 3 below.
"Obligations" means all indebtedness, obligations and liabilities
of
the Borrowers, and each of them to the
Banks or to any Bank or to the Agent
arising under the Credit Agreement, the
Notes and the other Loan Documents,
whether now existing or hereafter arising,
including without limitation unpaid
principal of and accrued interest on the
Loans, all Obligations and all
Reimbursement Obligations each (as defined
in the Credit Agreement), all fees
and all expenses, reimbursements,
indemnities and other obligations.
SECTION 1.2. Terms in Credit Agreement. Other capitalized terms
used
herein but not defined herein shall have
the meaning set forth in the Credit
Agreement.
SECTION 2.1. Representations and Warranties. The Guarantor
represents
and warrants (which representations and
warranties shall be deemed to have been
renewed upon each date of a Borrowing or
issuance of a Facility LC under the
Credit Agreement) that:
(a) It is a corporation duly and properly organized, validly
existing and in good standing under the
laws of the State of Virginia and has
all requisite authority to conduct its
business in each jurisdiction in which
its business is conducted.
(b) It has the power and authority and legal right to execute
and deliver this Guaranty and to perform
its obligations hereunder. The
execution and delivery by it of this
Guaranty and the performance of its
obligations hereunder have been duly
authorized by proper corporate proceedings,
and this Guaranty constitutes a legal,
valid and binding obligation of the
Guarantor enforceable against it in
accordance with its terms, except as
enforceability may be limited by
bankruptcy, insolvency or similar laws
affecting the enforcement of creditors'
rights generally.
(c) Neither the execution and delivery by it of this Guaranty,
nor the consummation of the transactions
herein contemplated, nor compliance
with the provisions hereof will violate (i)
any law, rule, regulation, order,
writ, judgment, injunction, decree or award
binding on it or any of its
subsidiaries or (ii) its articles or
certificate of incorporation or bylaws, or
(iii) the provisions of any indenture,
instrument or agreement to which it or
any of its subsidiaries is a party or is
subject, or by which it, or any of its
property or assets, is bound, or conflict
with or constitute a default
thereunder, or result in, or require, the
creation or imposition of any Lien in,
of or on any of the property or assets of
the Guarantor or a subsidiary thereof
pursuant to the terms of any such
indenture, instrument or agreement. No order,
consent, adjudication, approval, license,
authorization, or validation of, or
filing, recording or registration with, or
exemption by, or other action in
respect of any governmental or public body
or authority, or any subdivision
thereof, which has not been obtained by it
or any of its subsidiaries,
-2-
<PAGE>
is required to be obtained by it or any of
its subsidiaries in connection with
the execution and delivery of this Guaranty
or the performance by it of its
obligations hereunder or the legality,
validity, binding effect or
enforceability of this Guaranty.
SECTION 2.2. Covenants. The Guarantor covenants that, so long as
any
Bank has any Commitment outstanding under
the Credit Agreement, any Facility LC
or Rate Management Transaction remains in
effect or any of the Guaranteed
Obligations shall remain unpaid, that it
will, and, if necessary, will enable
each of the Borrowers to, fully comply with
those covenants and agreements set
forth in the Credit Agreement.
SECTION 3. The Guaranty. Subject to Section 9 hereof, the
Guarantor
hereby absolutely and unconditionally
guarantees, as primary obligor and not as
surety, the full and punctual payment
(whether at stated maturity, upon
acceleration or early termination or
otherwise, and at all times thereafter) and
performance of the Obligations and the Rate
Management Obligations, including
without limitation any such Obligations or
Rate Management Obligations incurred
or accrued during the pendency of any
bankruptcy, insolvency, receivership or
other similar proceeding, whether or not
allowed or allowable in such proceeding
(collectively, subject to the provisions of
Section 9 hereof, being referred to
collectively as the "Guaranteed
Obligations"). Upon failure by any Borrower to
pay punctually any such amount, the
Guarantor agrees that it shall forthwith on
demand pay to the Agent for the benefit of
the Banks and, if applicable, their
Affiliates, the amount not so paid at the
place and in the manner specified in
the Credit Agreement, any Note, any Rate
Management Transaction or the relevant
other Loan Document, as the case may be.
This Guaranty is a guaranty of payment
and not of collection. The Guarantor waives
any right to require the Agent or
any Bank to sue the Borrowers, any other
guarantor, or any other person
obligated for all or any part of the
Guaranteed Obligations, or otherwise to
enforce its payment against any collateral
securing all or any part of the
Guaranteed Obligations.
SECTION 4. Guaranty Unconditional. Subject to Section 9 hereof,
the
obligations of the Guarantor hereunder
shall be unconditional and absolute and,
without limiting the generality of
