ILLINOIS WORKERS’ COMPENSATION COMMISSION
PARENT GUARANTY AGREEMENT IN CONNECTION WITH SELF-INSURANCE PRIVILEGE
Guarantor Name:
_________________________________________________________________________________________
Guarantor Address:
_________________________________________________________________________________________
I. Guaranty: The Employer(s) named on Exhibit A attached hereto and on any Amendatory Schedule(s) supplementing this
Agreement have applied for qualification or continued qualification as private self-insurer(s) under the laws of the State of Illinois
known as the Workers’ Compensation Act and the Workers’ Occupational Diseases Act, both effective July 9, 1951, as amended,
(hereinafter collectively called the “Acts”). In consideration of the qualification or continued qualification of the Employer(s) as
private self-insurer(s) under the Acts, the Guarantor hereby absolutely and unconditionally guarantees and promises to pay (a) each
Employer’s obligations incurred under the Acts as the result of injuries or exposures occurring at any time before, after or on the date
hereof while the Employer is a qualified private self-insurer under the Acts and (b) the related administrative and defense costs,
including the costs specified in any Self-Administered Claims Endorsement executed by the Employer. This Agreement shall be a
continuing guaranty and shall remain in full force and effect at all times notwithstanding any periodic applications by any Employer
for continued qualification as a private self-insurer under the Acts and any amendment(s) to the Acts after the date hereof that may
have the effect of increasing an Employer’s obligations as a private self-insurer under the Acts.
II. Representations and Warranties: The Guarantor represents and warrants that (a) the execution and performance of this
Agreement have been duly authorized, and (b) the Guarantor, directly or indirectly, owns, controls or holds, with the power to vote,
more than fifty percent (50%) of the outstanding voting securities of each Employer or the Guarantor has the right to elect or appoint,
directly or indirectly, a majority of the directors, trustees or other governing body of each Employer, or has the right to approve and
disapprove, directly or indirectly, the persons appointed as a majority of the directors, trustees or other governing body of each
Employer.
The Guarantor shall immediately notify the Illinois Workers’ Compensation Commission (“Commission”) and the Self-Insurers
Advisory Board (“Board”) created by the Workers’ Compensation Act if the second of these representations and warranties ever
becomes inaccurate.
III. Guarantor’s Obligations upon Employer’s Default: If any Employer fails to pay any of its obligations as a private self-insurer
under the Acts, the Guarantor will, upon demand and without delay, pay each such unpaid amount as required by the applicable Act to
or on behalf of the employee whose injury or disease resulted in that obligation or the representative or beneficiary of that employee
(hereinafter collectively called the “Employee”). This Agreement is for the benefit of each such unknown and unnamed Employee. In
addition, the Guarantor will promptly pay any unpaid related administrative and defense costs guaranteed hereunder and any amount
required for the pre-funding of claims and of administrative and defense costs by any third-party administrator duly appointed by any
Employer(s), the Commission or the Board.
Any Employee or the Chairman of the Commission (“Chairman”) may maintain direct action on this Agreement to enforce the
performance of the Guarantor’s obligations hereunder. In any such action, the Employee or the Chairman may recover reasonable
attorneys’ fees incurred.
After the Chairman has made a demand upon the Guarantor, no Employee shall maintain a direct action on this Agreement, and the
Guarantor shall not make any payment under the Agreement to any Employee.
IV. Guarantor’s Waiver of Defenses and Subrogation Rights: In no event shall the Guarantor demand or require as a condition of
performing its obligations hereunder that any Employee or the Chairman (a) obtain judgment or exercise any remedies against an
Employer, (b) exhaust any rights with respect to any security that an Employer may have posted with the Commission, or (c) notify
the Guarantor of any information concerning amendment(s) to the Acts after the date hereof or concerning any Employer that may be
relevant to the obligations guaranteed hereunder. The Guarantor hereby agrees not to assert any subrogation rights that it may have as
a result of any payments made hereunder against any security that any Employer has posted or may post with the Commission unless
and until the Commission returns or releases said security. In addition, the Guarantor agrees to make the payments provided for in this
Agreement without regard to whether any obligation under the Acts of any Employer has been discharged under federal bankruptcy
laws or any similar laws.