Exhibit 10-3
GUARANTY OF PAYMENT - INSTALLMENT SALE CONTRACT (SECURITY AGREEMENT)
THIS GUARANTY ("Guaranty") is made and entered into by THE GOLDFIELD
CORPORATION, 1684 W. Hibiscus Blvd., Melbourne, FL 32901 (hereinafter, referred
to as "Guarantor"), in favor of RING POWER CORPORATION, 500 World Commerce
Parkway, St. Augustine, FL 32092 (hereinafter referred to as "Seller"),
guaranteeing the Indebtedness (as hereinafter defined) of SOUTHEAST POWER
CORPORATION (hereinafter referred to as "Obligor").
WITNESSETH:
FOR VALUE RECEIVED, and/or as an inducement to Seller to now or hereafter enter
into, purchase or otherwise acquire the agreements, accounts and/or other
obligations evidencing and/or securing Obligor's Indebtedness and in
consideration of and for credit and financial accommodations now or hereafter
extended to or for the account of the Obligor (which includes Seller's consent
to an assignment and/or assumption of the Indebtedness), which is in the best
interest of Guarantor and which would not have been extended but for this
Guaranty, the Guarantor agrees as follows:
SECTION 1. Guaranty of Obligor's Indebtedness. Guarantor hereby absolutely,
irrevocably and unconditionally agrees to, and by these presents does hereby:
(a) guarantee the prompt and punctual payment, performance and satisfaction of
all present and future indebtedness and obligations of Obligor to Seller which
Obligor now owes Seller or which Obligor shall at any time or from time to time
hereafter owe Seller when the same shall become due in connection with or
arising out of that certain Installment Sales Contract by and between Obligor
and Seller Transaction Number 1956832, including any and all existing and future
additional schedules, amendments and/or related agreements thereto (the
"Contract"), whether direct or contingent, due or to become due, joint or
several, primary or secondary, liquidated or unliquidated, secured or unsecured,
original or renewed or extended, or by open account or otherwise, and whether
representing rentals, principal, interest and/or late charges or other charges
of an original balance, an accelerated balance, a balance reduced by part
payment or a deficiency after sale of collateral or otherwise and (b) undertake
and guarantee to pay on demand and indemnify Seller against all liabilities,
losses, costs, attorney's fees, and expenses which may be suffered by Seller by
reason of Obligor's default or default of the Guarantor (with all of Obligor's
indebtedness and/or obligations as stated above (including all costs, fees and
expenses) being hereinafter individually and collectively referred to under this
Guaranty as Obligor's "Indebtedness", which Indebtedness shall be conclusively
presumed to have been created in reliance upon this Guaranty).
SECTION 2. Joint, Several and Solidary Liability. Guarantor further agrees that
its obligations and liabilities for the prompt and punctual payment, performance
and satisfaction of Obligor's Indebtedness are independent of any agreement or
transaction with any third parties and shall be on a "joint and several" and
"solidary" basis along with Obligor to the same degree and extent as if
Guarantor had been and/or will be a co borrower, co principal obligor and/or co
maker of Obligor's Indebtedness. In the event that there is more than one
guarantor under this