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EXHIBIT 10.15(3)
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GUARANTEE OF ALAN G. SYMONS
TO: PAFCO GENERAL INSURANCE COMPANY
WHEREAS Pafco General Insurance Company, a corporation incorporated
pursuant to the laws of the State of Indiana ("Pafco"), lent the sum of
$1,700,000 U.S. to Cliffstan Investments, Inc., a corporation incorporated
pursuant to the laws of the State of Nevada ("Cliffstan"), as evidenced by a
Note dated September 1, 1989 as amended (the "Note");
AND WHEREAS Pafco obtained as security for the above loan a guarantee of the
amounts due under the Note in the amount of $1,700,000 U.S. from Gage North
Holdings Inc., a corporation incorporated pursuant to the laws of Ontario,
which guarantee was supported by a collateral mortgage in the principal amount
of $1,700,000 U.S.;
AND WHEREAS Pafco sold the Note and the security to Granite Reinsurance Company
Ltd., a corporation incorporated pursuant to the laws of Barbados ("Granite
Re"), pursuant to a Purchase Agreement dated September 30, 1992 (the "Purchase
Agreement");
AND WHEREAS by an agreement dated on or about September 1, 1989, Symons
International Group Ltd. ("SIG Ltd.") agreed to discharge the obligations of
Cliffstan under the Note;
AND WHEREAS Pafco and Granite Re wish to obtain additional security from
Cliffstan or SIG Ltd. for the repayment of their respective interests in the
Note as they may be from time to time;
AND WHEREAS SIG Ltd. has agreed to provide additional security to Pafco and
Granite Re in the form of a pledge of common shares owned by SIG Ltd. in the
capital of Goran Capital Inc., a corporation incorporated pursuant to the laws
of Ontario (the "Additional Security").
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AND WHEREAS the Additional Security granted To Pafco is collateral to the
obligations of Alan G. Symons contained in this guarantee;
NOW THEREFORE, in consideration of the premises the undersigned hereby
absolutely and unconditionally guarantees: (a) the due payment and discharge
of the indebtedness and liability to Pafco of Granite Re incurred pursuant to
the Purchase Agreement including, without limitation thereto, the repayment of
all liabilities, direct or indirect, to which Pafco may become subject as a
result of making advances to or dealing with Cliffstan and also payment of all
moneys which are now or shall at any time or from time to time hereafter become
due or owing from Granite Re and Cliffstan to Pafco pursuant to the Purchase
Agreement and/or the Note; and (b) the due payment and discharge of the
indebtedness and liability to Granite Re of Cliffstan and/or SIG Ltd. under the
Note, provided that no sum in excess of $350,000 Dollars U.S. together with
interest at the rate payable by Granite and Cliffstan (and/or SIG Ltd.)
accruing from date of demand on the undersigned shall be recoverable hereunder.
THE UNDERSIGNED HEREBY DECLARES THAT:
(1) Regardless of whether any other person or persons now or hereafter
responsible to Pafco for the indebtedness and liability hereby guaranteed
or any part thereof whether under this guarantee or otherwise shall cease to be
so liable, this guarantee shall be a CONTINUING GUARANTEE and shall be
operative and binding.
(2) This guarantee shall be construed in accordance with the laws of the
State of Indiana and in any action thereon the undersigned shall be
estopped from denying the same; any judgement recovered in the Courts of such
State against the undersigned or his personal representatives shall be binding
on him and on them.
(3) The principal amount of this guarantee shall be reduced upon payment of
the obligations of Granite Re to Pafco under the Purchase Agreement on a dollar
for dollar basis except that payments received from Gage North Holdings
Inc., if any, will not receive any credit. Once the obligations of Granite Re
to Pafco under the Purchase Agreement are less than $1,000,000 U.S., this
guarantee shall be null and void.
(4) Upon written demand being made by Pafco under the Purchase Agreement,
Pafco shall allow the undersigned a period of 60 days after delivery of such
written demand, to determine whether the undersigned wishes to purchase the
Additional Security from Pafco and/or Granite Re. Should Pafco not receive a
definite written response from the undersigned within such 60 days, or if the
undersigned shall fail to tender the purchase price for the Additional Security
with five (5) days after such response, Pafco may sell the security as provided
for in the Share Pledge Agreement.
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If such purchase is made, the same shall not relieve the undersigned's
obligations under this guarantee. The undersigned acknowledges receipt of a
copy of the within guarantee.
(5) The undersigned expressly waives presentment for payment, demand, notice
of demand and of dishonour and non-payment of any indebtedness secured hereby,
protest and notice of protest, diligence in collecting and in bringing suit
against any other party. The undersigned further waives all defenses given to
sureties or guarantors at law or in equity other than actual payment and
waives, to the full extent allowed by applicable law, all defenses based upon
questions as to the validity, legality or enforceability of the indebtedness
intended to be guaranteed hereby. The liability of the undersigned hereunder
shall continue, notwithstanding the death, incapacity, disability, dissolution
or termination of the undersigned and/or any other person or entity.
Dated this 22 day of April 1994.
WITNESS the hand and seal of the party executing this guarantee.
SIGNED, SEALED AND DELIVERED SIGNATURE AND SEAL
in the presence of
/s/ cannot read signature
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WITNESS
/s/ Alan G. Symons
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Alan G. Symons