GUARANTY DATED JUNE 27, 2002Guarantee Agreement |
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EXHIBIT 10.27
GUARANTY
FOR VALUABLE CONSIDERATION, Concorde Gaming Corporation, a Colorado corporation,
("Guarantor") hereby unconditionally guarantees to Bayfront Park Management
Trust, a limited agency and instrumentality of the City of Miami ("Trust"), and
to the City of Miami, a municipal corporation of the State of Florida ("City"),
the full and prompt performance and full and prompt payment of any and all
obligations and indebtedness, whether monetary or non-monetary in nature, of
Concorde Cruises, Inc., successor by operation of law to Bayfront Ventures, a
Florida general partnership (collectively referred to herein as "User"), under
the Use Agreement dated June 25, 1997, as amended by the Amendment to Use
Agreement dated September 26, 1997, the Second Amendment to Use Agreement dated
September, 2001, and the Third Amendment to Use Agreement dated June 27, 2002
(collectively, the "Use Agreement"), and under the Valet Parking Concession
Agreement dated December 8, 1998, as amended by the Amendment to Valet Parking
Concession Agreement dated June 27, 2002 (together, the "Parking Agreement", and
collectively with the Use Agreement, as each may be further amended from time to
time, the "Amended Agreements"). (Copies of the Amended Agreements are attached
hereto as Exhibit A.).
The word "Indebtedness" is used herein in its most comprehensive sense and
includes any and all debts, obligations and liabilities of User to City and/or
Trust arising from the Amended Agreements, whether heretofore, now, or hereafter
made, incurred, or created, whether monetary or non-monetary in nature, and
however arising, whether due or not, absolute or contingent, liquidated or
nonliquidated, and whether User may be liable individually, or jointly with
others, or whether recovery upon such Indebtedness may be or hereafter becomes
barred by any statute of limitations, or whether such Indebtedness may be or
hereafter becomes otherwise unenforceable, and is not limited as to amount or
type, except that Guarantor's liability for monetary obligations shall be
limited to an amount not greater than the sum of the monthly payments due under
the Amended Agreements during a period of Twenty-Four (24) months and
Guarantor's liability for non-monetary obligations shall be limited to those
corresponding to the actual term of the Amended Agreements. In the event
Guarantor elects to terminate the Amended Agreements pursuant to the Early
Termination Procedure contained therein, Guarantor's monetary liability at any
given time during the Notice Period (as defined in the Amended Agreements) shall
be decreased by an amount equal to the total monies actually paid by Guarantor
from the start of the Notice Period through such time.
Guarantor's obligations under this Guaranty (the "Guaranty Obligations") are
independent of the obligations of User. A separate action or actions may be
brought and prosecuted against Guarantor, whether or not action is brought
against User, and User may be joined in any such action or actions. This
Guaranty is a guaranty of payment and not of collection.
Guarantor acknowledges and agrees with Trust and City that each Indebtedness is
a valid and binding obligation of User. Guarantor authorizes Trust and City,
without notice to or demand upon Guarantor, from time to time, and on any number
of occasions, to (a)
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renew, amend, compromise, extend, accelerate, reinstate, or otherwise change the
time for payment of the Indebtedness or (b) otherwise change the terms of the
Indebtedness or Guaranty Obligations
Guarantor waives any right to require Trust and City to (a) proceed against
User; (b) proceed against or exhaust any security held from User; or (c) pursue
any other remedy whatsoever available to Trust and City. Guara






