GUARANTY
THIS
GUARANTY (as amended, restated, or supplemented, this “Guaranty”)
is
executed June 16, 2006, effective as of March 31, 2006, by the undersigned
(jointly and severally, “Guarantor”
and
collectively, the “Guarantors”),
for
the benefit of Sterling Bank (the “Lender”).
RECITALS
A. Lothian
Oil Inc., a Delaware corporation, Lothian Oil (USA) Inc., a Texas corporation,
Lothian Oil Texas I, Inc., a Texas corporation, United Heritage
Corporation, a Utah corporation and UHC New Mexico Corporation, a New Mexico
corporation (each individually, a “Borrower”
and
collectively, the “Borrowers”)
and
Lender have entered into the Amended and Restated Credit Agreement dated as
of
even date herewith (as amended, restated, or supplemented, from time to time
the
“Credit
Agreement”),
together with certain other Loan Documents.
B. Guarantors
expect to continue to receive business opportunities and financial benefit
from
Borrowers. Guarantors have agreed to enter into this Guaranty so that Borrowers
can receive the benefits of the Credit Agreement.
C. In
addition, Guarantors may benefit from Borrowers’ execution of the Credit
Agreement as Guarantors may be the indirect recipient of funds advanced by
Lender to Borrowers under the Credit Agreement.
D. It
is
expressly understood among Borrowers, Guarantors, and Lender that the execution
and delivery of this Guaranty is a condition precedent to Lender’s obligations
to extend credit under the Credit Agreement.
E. In
each
Guarantor’s judgment, the value of the consideration received and to be received
by it under the Loan Documents is reasonably worth at least as much as its
liability and obligation under this Guaranty, and such liability and obligation
may reasonably be expected to benefit Guarantors directly or
indirectly.
NOW,
THEREFORE, for valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Guarantors guarantee to Lender the prompt payment of the
Guaranteed Obligation when due and at all times thereafter, as
follows:
1. Definitions.
Each
capitalized term used but not defined in this Guaranty shall have the meaning
given that term in the Credit Agreement. The following terms shall have the
following meanings as used in this Guaranty:
Borrower
and
Borrowers
have the
meanings given in Recital A and includes, without limitation, all of Borrower’s
successors and assigns, each Borrower as a debtor-in-possession, and any
receiver, trustee, liquidator, conservator, custodian, or similar party
hereafter appointed for such Borrower or for all or any portion of each
Borrower’s assets pursuant to any liquidation, conservatorship, bankruptcy,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar
Debtor Relief Law from time to time in effect.
Company
Indebtedness
means
all obligations of the Borrowers or any of their Subsidiaries to Guarantor,
whether direct, indirect, fixed, contingent, liquidated, unliquidated, joint,
several, or joint and several, now existing or arising after the date of this
Guaranty, due or to become due to any Guarantor, or held or to be held by any
Guarantor, whether created directly or acquired by assignment or otherwise,
and
whether or not evidenced by written instrument including the obligation of
Borrowers to any Guarantor as a subrogee of Lender or resulting from any
Guarantor’s performance under this Guaranty.
Debtor
Relief Laws
means
the Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief laws of the United States or other applicable jurisdictions from
time to time in effect and affecting the rights of creditors
generally.
Guaranteed
Obligation
(a) Any
and all indebtedness, obligations (including reimbursement obligations) and
liabilities of Borrowers to Lender now existing or hereafter incurred in
connection with or incident to the Loan(s), under or arising out of or in
connection with any documents executed in connection with any indebtedness
of
Borrowers to Lender in connection with the Loan or any promissory note or notes
executed by any Borrower at any time in connection with the Loan(s), whether
for
principal, interest, penalty interest, fees, expenses or otherwise, including,
without limitation, all sums, principal, accrued interest and other amounts
owing with respect to the Note, together with any and all renewals, extensions
and/or rearrangements thereof, whether with or without notice to any Guarantor;
(b) all interest, charges, expenses, attorneys’ or other fees and any other sums
payable to or incurred by the Lender, to the extent reasonable, in connection
with the execution, administration or enforcement of the Lender’s rights and
remedies under the Note; and (c) all post-petition interest on the Guaranteed
Obligation in the event of a bankruptcy or insolvency of any
Borrower.
Lien
means
any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge, or preference, priority or
other
security interest or preferential arrangement of any kind or nature whatsoever
(including any conditional sale or other title retention agreement, and any
financing lease having substantially the same economic effect as any of the
foregoing.
Loan
means
any
advance by Lender to or for the benefit of the Borrowers pursuant to the Credit
Agreement.
Paid
in Full
or
Payment
in Full means
that the Guaranteed Obligation is completely paid (including principal,
interest, fees and expenses).
2. Guaranty.
Each
Guarantor hereby guarantees prompt payment and performance of the Guaranteed
Obligation at all times. This is an absolute, unconditional irrevocable and
continuing guaranty of payment (and not of collection) of the Guaranteed
Obligation which will remain in effect until (a) the Guaranteed Obligation
is
Paid in Full, and (b) the Lender’s commitments to extend credit under the Credit
Agreement have terminated, and (c) the Obligations under and as defined in
the
Credit Agreement have been paid in full and fully performed. The circumstance
that at any time or from time to time all or any portion of the Guaranteed
Obligation may be paid in full shall not affect any Guarantor’s obligation with
respect to the Guaranteed Obligation thereafter incurred. No Guarantor may
rescind or revoke its obligations to Lender under this Guaranty with respect
to
the Guaranteed Obligation. At the Lender’s option, all payments under this
Guaranty shall be made to the office of Lender located in the United States
and
in U.S. Dollars.
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3. Financial
Information.
Guarantors agree to furnish promptly to Lender any and all financial or other
information regarding Guarantor or its property as Lender may reasonably request
in writing.
4. Default
by Borrower.
If an
Event of Default exists, Guarantors shall pay the amount of the Guaranteed
Obligation then due and payable to Lender on demand and without (a) further
notice of dishonor, to any Guarantor, (b) any prior notice to any Guarantor
of
the acceptance by Lender of this Guaranty, (c) any notice having been given
to
Guarantors prior to such demand of the creating or incurring of such
Indebtedness, or (d) notice of intent to accelerate or notice of acceleration
to
any Guarantor or any Borrower. To enforce such payment by any Guarantor it
shall
not be necessary for Lender to first or contemporaneously institute suit or
exhaust remedies against any Borrower or others liable on such Indebtedness,
or
to enforce rights against any security or collateral ever given to secure such
Indebtedness.
5. Amount
of Guaranty and Consideration.
The
Lender’s books and records showing the amount of the Guaranteed Obligation shall
be admissible in evidence in any action or proceeding, and shall be binding
upon
the Guarantors and conclusive for the purpose of establishing the amount of
the
Guaranteed Obligation. In consummating the transactions contemplated by the
Credit Agreement, Guarantors do not intend to disturb, delay, hinder, or defraud
either its present or future creditors. Guarantors are familiar with, and have
independently reviewed books and records regarding, the financial condition
of
Borrowers and are familiar with the value of the security and support for the
payment and performance of the Guaranteed Obligation. Based upon such
examination, and taking into account the fairly discounted value of Guarantors’
contingent obligations under this Guaranty and the value of the subrogation
and
contribution claims Guarantors could make in connection with this Guaranty,
and
assuming each of the transactions contemplated by the Credit Agreement is
consummated and Borrowers make full use of the credit facilities thereunder,
the
present realizable fair market value of the assets of each Guarantor exceeds
the
total obligations of each such Guarantor, and each Guarantor is able to realize
upon its assets and pay its obligations as such obligations mature in the normal
course of business. Each Guarantor represents and warrants to Lender that the
value of consideration received and to be received by it is reasonably worth
at
least as much as its liability under this Guaranty, and such liability may
reasonably be expected to benefit each Guarantor, directly or
indirectly.
6. Liability
for Other Indebtedness of Borrower.
If
either Guarantor becomes liable for any Indebtedness owing by any Borrower
to
Lender, by endorsement or otherwise, other than under this Guaranty, such
liability shall not be impaired or affected by this Guaranty and the rights
of
Lender under this Guaranty shall be cumulative of any and all other rights
that
Lender may ever have against either Guarantor.
7. Subordination.
Guarantors hereby expressly subordinate all Company Indebtedness to the Payment
in Full of the Guaranteed Obligation. Guarantors agree not to receive or accept
any payment from any Borrower or any of its Subsidiaries with
respect to the Company Indebtedness at any time an Event of Default exists
and,
in the event any Guarantor receives any payment on the Company Indebtedness
in
violation of the foregoing, such Guarantor shall hold any such payment for
the
benefit of Lender and promptly turn it over to Lender, in the form received
(with any necessary endorsements), to be applied to the Guaranteed Obligation.
If Lender so requests, any such Company Indebtedness shall be enforced and
all
amounts received by any Guarantor shall be received in trust for the Lender
and
the proceeds thereof shall be paid over to the Lender on account of the
Guaranteed Obligation, but without reducing or affecting in any manner the
liability of Guarantor under this Guaranty.
8. Subrogation.
Until
the Guaranteed Obligation is Paid In Full, Guarantors agree that they will
not
assert, enforce, or otherwise exercise (a) any right of subrogation to any
of
the rights or liens of Lender or any other beneficiary against any Borrower
or
any other obligor on the Guaranteed Obligation or any Collateral or other
security, or (b) any right of recourse, reimbursement, subrogation,
contribution, indemnification, or similar right against any Borrower or any
other obligor or other guarantor on all or any part of the Guaranteed Obligation
(whether such rights in clause (a)
or
clause
(b)
arise in
equity, under contract, by statute, under common law, or
otherwise).
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9. Enforceability
of Guaranty; No Release.
(a) This
Guaranty shall not be affected by the genuineness, validity, regularity or
enforceability of the Guaranteed Obligation or any instrument or agreement
evidencing any part of the Guaranteed Obligation, or by the existence, validity,
enforceability, perfection, or extent of any collateral securing the Guaranteed
Obligation, or by any fact or circumstance relating to the Guaranteed Obligation
which might otherwise constitute a defense to the obligations of any Guarantor
under this Guaranty.
(b) Guarantors
agree that the Lender may, at any time and from time to time, and without notice
to the Guarantors, make any agreement with any Borrower or with any other Person
liable on any of the Guaranteed Obligations or providing collateral as security
for the Guaranteed Obligations, for the extension, renewal, payment, compromise,
discharge or release of the Guaranteed Obligations or any collateral (in whole
or in part), or for any modification or amendment of the terms thereof or of
any
instrument or agreement evidencing the Guaranteed Obligations or the provision
of collateral, all without in any way impairing, releasing, discharging or
otherwise affecting the obligations of any Guarantor under this
Guaranty.
(c) Each
Guarantor hereby agrees its obligations under the terms of this Guaranty shall
not be released, discharged, diminished, impaired, reduced or otherwise
adversely affected by any of the following:
(i)
Lender’s
taking or accepting of any other security or guaranty for any or all of the
Guaranteed Obligation;
(ii)
any
release, surrender, exchange, subordination or loss of any security at any
time
existing in connection with any or all of the Guaranteed Obligation;
(iii)
any full
or partial release of the liability of any other obligor on the Guaranteed
Obligation;
(iv)
the
insolvency, becoming subject to any Debtor Relief Law, or lack of corporate
power of any Borrower, or any party at any time liable for the payment of any
or
all of the Guaranteed Obligation; (v)
any
renewal, extension or rearrangement of the payment of any or all of the
Guaranteed Obligation, either with or without notice to or consent of any
Guarantor, or any adjustment, indulgence, forbearance, or compromise that may
be
granted or given by Lender to any Borrower, any Guarantor, or any other obligor
on the Guaranteed Obligation;
(vi)
any
neglect, delay, omission, failure or refusal of Lender to take or prosecute
any
action for the collection of all or any part of the Guaranteed Obligation or
to
foreclose or take or prosecute any action in connection with any instrument
or
agreement evidencing or securing any or all of the Guaranteed
Obligation;
(vii)
any
failure of Lender to give any Guarantor notice of any of the foregoing it being
understood that Lender shall not be required to give any Guarantor any notice
of
any kind under any circumstances with respect to or in connection with the
Guaranteed Obligation, other than any notice expressly required to be given
to a
Guarantor under this Guaranty;
(viii)
the
unenforceability of all or any part of the Guaranteed Obligation against any
Borrowers by reason of the fact that the Guaranteed Obligation (or the interest
on the Guaranteed Obligation) exceeds the amount permitted by Law, the act
of
creating the Guaranteed Obligation, or any part thereof, is ultra
xxxxx,
or the
officers creating same exceeded their authority or violated their fiduciary
duties in connection therewith;
(ix)
any
payment of the Guaranteed Obligation to Lender is held to constitute a
preference under any Debtor Relief Law or if for any other reason Lender is
required to refund such payment or make payment to someone else (and in each
such instance this Guaranty shall be reinstated in an amount equal to such
payment); or
(x)
any
discharge, release, or other forgiveness of any Borrower’s liability for the
payment of the Guaranteed Obligation.
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10. Exercise
of Rights and Waiver.
(a) No
failure by Lender to exercise, and no delay in exercising, any right or remedy
under this Guaranty shall operate as a waiver thereof. The exercise by Lender
of
any right or remedy under this Guaranty under the Loan Documents, or other
instrument, or at Law or in equity, shall not preclude the concurrent or
subsequent exercise of any other right or remedy. The remedies provided in
this
Guaranty are cumulative and not exclusive of any remedies provided by law or
in
equity. The unenforceability or invalidity of any provision of this Guaranty
shall not affect the enforceability or validity of any other provision
herein.
(b) The
obligations of Guarantors under this Guaranty are those of primary obligor,
and
not merely as surety, and are independent of the Guaranteed Obligation. Each
Guarantor waives diligence by Lender and action on delinquency in respect of
the
Guaranteed Obligation or any part thereof, including any provisions of laws
requiring Lender to exhaust any right or remedy or to take any action against
any Borrower any other guarantor or any other Person before enforcing this
Guaranty against any Guarantor. Each Guarantor hereby waives all rights by
which
it might be entitled to require suit on an accrued right of action in respect
of
any of the Guaranteed Obligation or require suit against any Borrower, the
other
Guarantor or others, whether arising pursuant to Section 34.02 of the Texas
Business and Commerce Code, as amended (regarding a Guarantor’s right to require
Lender to xxx any Borrower on accrued right of action following Guarantors’
written notice to Lender), Section 17.001 of the Texas Civil Practice and
Remedies Code, as amended (allowing suit against Guarantor without suit against
any Borrower, but precluding entry of judgment against a Guarantor prior to
entry of judgment against any Borrower), Rule 31 of the Texas Rules of Civil
Procedure, as amended (requiring Lender to join any Borrower in any suit against
Guarantor unless judgment has been previously entered against any Borrower),
or
otherwise.
(c) Each
Guarantor waives notice of acceptance of this Guaranty, notice of any loan
to
which it may apply, and waives presentment, demand for payment, protest, notice
of dishonor or nonpayment of any loan, notice of intent to accelerate, notice
of
acceleration, and notice of any suit or notice of the taking of other action
by
Lender against any Borrower, any Guarantor or any other Person and any notice
to
any party liable thereon (including such Guarantor).
11. Stay
of Acceleration.
In the
event that acceleration of the time for payment of any of the Guaranteed
Obligation is stayed, upon the insolvency, bankruptcy or reorganization of
any
Borrower or any other Person, or otherwise, all such amounts shall nonetheless
be payable, jointly and severally, by Guarantors immediately upon demand by
Lender.
12. Expenses.
Guarantors shall pay on demand all out-of-pocket expenses (including attorneys’
costs) in any way relating to the enforcement or protection of the Lender’s
rights under this Guaranty, including any incurred in the preservation,
protection or enforcement of any rights of the Lender in any case commenced
by
or against Guarantor under Xxxxx 00, Xxxxxx Xxxxxx Code or any similar or
successor statute. The obligations of the Guarantor under the preceding sentence
shall survive termination of this Guaranty.
13. Amendments.
No
provision of this Guaranty may be waived, amended, supplemented or modified,
except by a written instrument executed by Lender and Guarantors.
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14. Reliance
and Duty to Remain Informed.
Each
Guarantor confirms that it has executed and delivered this Guaranty after
reviewing the terms and conditions of the Credit Agreement and the other Loan
Documents and such other information as it has deemed appropriate in order
to
make its own credit analysis and decision to execute and deliver this Guaranty.
Each Guarantor confirms that it has made its own independent investigation
with
respect to Borrowers’ creditworthiness and is not executing and delivering this
Guaranty in reliance on any representation or warranty by Lender as to such
creditworthiness. Guarantors expressly assume all responsibilities to remain
informed of the financial condition of Borrowers and any circumstances affecting
(a) Borrowers’ ability to perform under the Loan Documents to which Borrowers
are parties or (b) any collateral securing all or any part of the Guaranteed
Obligation.
15. Change
in Guarantor’s Status.
Should
any Guarantor become insolvent, or fail to pay its debts generally as they
become due, or voluntarily seek, consent to, or acquiesce in the benefit or
benefits of any Debtor Relief Law or become a party to (or be made the subject
of) any proceeding provided for by any Debtor Relief Law (other than as a
creditor or claimant) that could suspend or otherwise adversely affect the
rights of the Lender granted under this Guaranty, then, in any such event,
the
Guaranteed Obligation shall be, as between Guarantors and Lender, a fully
matured, due, and payable obligation of Guarantors, jointly and severally,
to
Lender (without regard to whether any Borrower is then in default or whether
the
Guaranteed Obligation, or any part thereof is then due and owing by Borrowers
to
Lender), payable, jointly and severally, in full by Guarantors to Lender upon
demand, which shall be the estimated amount owing in respect of the contingent
claim created under this Guaranty.
16. Representations
and Warranties.
Each
Guarantor acknowledges that certain representations and warranties set out
in
the Credit Agreement are in respect of it, and Guarantor reaffirms that each
such representation and warranty is true and correct.
17. Covenants.
Each
Guarantor acknowledges that certain covenants set forth in the Credit Agreement
are in respect of it or shall be imposed upon it, and each Guarantor covenants
and agrees to promptly and properly perform, observe, and comply with each
such
covenant.
18. Offset
Claims.
The
Guaranteed Obligation shall not be reduced, discharged or released because
or by
reason of any existing or future offset, claim or defense (except for the
defense of Payment in Full of the Guaranteed Obligation) of any Borrower or
any
other party against Lender or against payment of the Guaranteed Obligation,
whether such offset, claim, or defense arises in connection with the Guaranteed
Obligation or otherwise. Such claims and defenses include, without limitation,
failure of consideration, breach of warranty, fraud, statute of frauds,
bankruptcy, infancy, statute of limitations, lender liability, accord and
satisfaction, and usury.
19. Setoff.
If and
to the extent any payment is not made when due under this Guaranty, Lender
may
setoff and charge from time to time any amounts so due against any or all of
any
Guarantor’s accounts or deposits with any Lender.
20. Binding
Agreement.
This
Guaranty is for the benefit of Lender and respective successors and assigns.
Each Guarantor acknowledges that in the event of an assignment of the Guaranteed
Obligation or any part thereof in accordance with the Credit Agreement, the
rights and benefits under this Guaranty, to the extent applicable to the
Indebtedness so assigned, may be transferred with such Indebtedness. This
Guaranty is binding on each Guarantor and its successors and permitted assigns,
provided
that Guarantor
may not assign its rights or obligations under this Guaranty without the prior
written consent and Lender (and any attempted assignment without such consent
shall be void).
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21. Notices.
All
notices required or permitted to be given under this Guaranty, if any, must
be
in writing and shall or may, as the case may be, be given in the same manner
as
notice is given under the Credit Agreement as follows:
If
to
Lender:
Sterling
Bank
0000
Xxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxx,
Xxxxx 00000
Telephone
No.: (000) 000-0000
Facsimile
No.: (000) 000-0000
E-mail:
xxxxxx.xxxxxx@xxxxxxxxxxxx.xxx
Attn:
Xxxxxx X. Xxxxxx
with
a
copy to:
Xxxxxx
& Xxxxxx, L.L.P.
0000
Xxxx, 00xx Xxxxx
Xxxxxxx,
Xxxxx 00000
Telephone
No.: (000) 000-0000
Facsimile
No.: (000) 000-0000
E-mail: xxxxxxxx@xxxxxxxxxxxx.xxx
Attention:
Ephraim del Pozo
If
to
Borrower:
Lothian
Oil Inc.
000
X.
Xxxxxxxxxx, Xxxxx 000
Xxxxxxx,
XX 00000
Facsimile
No.: (000) 000-0000
E-mail:
xxxxxxx@xxxxxxx.xx
Attention:
C. Xxxxx Xxxxxx
If
to
Guarantor:
Lothian
Oil Texas II, Inc.
000
X.
Xxxxxxxxxx, Xxxxx 000
Xxxxxxx,
XX 00000
Facsimile
No.: (000) 000-0000
E-mail:
xxxxxxx@xxxxxxx.xx
Attention:
C. Xxxxx Xxxxxx
Subject
to the terms of the Credit Agreement, by giving at least 30 days written notice,
any party to this Guaranty shall have the right from time to time and at any
time while this Guaranty is in effect to change their respective addresses
or
fax numbers and each shall have the right to specify a different address or
fax
number within the United States of America. Nothing in this Section shall be
construed to require any notice to any Guarantor not otherwise expressly
required in this Guaranty.
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22. Reinstatement
and Termination.
(a) Notwithstanding
anything in this Guaranty to the contrary, this Guaranty shall continue to
be
effective or be reinstated, as the case may be, if at any time any payment
of
any portion of the Guaranteed Obligations is revoked, terminated, rescinded
or
reduced or must otherwise be restored or returned upon the insolvency,
bankruptcy or reorganization of any Borrower or any other Person or otherwise,
as if such payment had not been made and whether or not the Lender is in
possession of or has released this Guaranty and regardless of any prior
revocation, rescission, termination or reduction.
(b) Subject
to clause (a) regarding reinstatement, this Guaranty shall terminate and be
released on the date the Guaranteed Obligation is Paid In Full, the Obligation
under the Credit Agreement has been paid in full, and the Lender’s obligations
to extend credit under the Credit Agreement have terminated.
23. Governing
Law.
THIS
GUARANTY IS TO BE CONSTRUED — AND ITS PERFORMANCE ENFORCED — UNDER TEXAS
LAW.
24. No
Oral Agreements.
THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE DETERMINED SOLELY FROM
WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL AGREEMENTS
BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS. THIS
GUARANTY (AS AMENDED IN WRITING FROM TIME TO TIME) THE CREDIT AGREEMENT, AND
THE
OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY BORROWERS, LENDER OR GUARANTORS (OR
BY
BORROWER OR GUARANTORS FOR THE BENEFIT OF LENDER) REPRESENT THE FINAL AGREEMENT
BETWEEN BORROWERS, GUARANTORS, AND LENDER AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. THIS
SECTION IS INCLUDED HEREIN PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS
AND COMMERCE CODE, AS AMENDED FROM TIME TO TIME.
[The
signatures are on the next page.]
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This
Guaranty is executed effective as of date first above written.
| GUARANTOR: | ||
| Lothian Oil Texas II, Inc. | ||
| |
|
|
| By: | /s/ C. Xxxxx Xxxxxx | |
|
C. Xxxxx Xxxxxx |
||
| Chief Financial Officer | ||
| UHC Petroleum Services Corporation | ||
| |
|
|
| By: | /s/ C. Xxxxx Xxxxxx | |
|
C. Xxxxx Xxxxxx |
||
| Chief Executive Officer and President | ||
| UHC Petroleum Corporation | ||
| |
|
|
| By: | /s/ C. Xxxxx Xxxxxx | |
|
C. Xxxxx Xxxxxx |
||
| Chief Executive Officer and President | ||
Signature
Page to Guaranty
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