SUBSIDIARY GUARANTY
FOR
VALUE RECEIVED, and in consideration of note purchases from, loans made or
to be
made or credit otherwise extended or to be extended by Shelter Island
Opportunity Fund, LLC (the “Lender”) to or for the account of Host America
Corp., a Colorado corporation (“Debtor”), from time to time and at any time and
for other good and valuable consideration and to induce the Lender, in its
discretion, to purchase such notes, make such loans or extensions of credit
and
to make or grant such renewals, extensions, releases of collateral or
relinquishments of legal rights as the Lender may deem advisable, the
undersigned (and each of them if more than one, the liability under this
Guaranty being joint and several) (jointly and severally referred to as
“Guarantors” or “the undersigned”) unconditionally guaranties to the Lender,
their successors, endorsees and assigns, the prompt payment when due (whether
by
acceleration or otherwise) of all present and future obligations and liabilities
of any and all kinds of Debtor to the Lender and of all instruments of any
nature evidencing or relating to any such obligations and liabilities upon
which
Debtor is or may become liable to the Lender, whether incurred by Debtor as
maker, endorser, drawer, acceptor, guarantor, accommodation party or otherwise,
and whether due or to become due, secured or unsecured, absolute or contingent,
joint or several, and however or whenever acquired by the Lender, whether
arising under, out of, or in connection with (i) that certain Securities
Purchase Agreement dated as of the date hereof by and between Debtor and the
Lender (the “Securities Purchase Agreement”) and (ii) each Related Agreement
referred to in the Securities Purchase Agreement, (the Securities Purchase
Agreement and each Related Agreement, as each may be amended, modified, restated
or supplemented from time to time, are collectively referred to herein as the
"Documents"), or any documents, instruments or agreements relating to or
executed in connection with the Documents or any documents, instruments or
agreements referred to therein or otherwise, or any other indebtedness,
obligations or liabilities of Debtor to the Lender, whether now existing or
hereafter arising, direct or indirect, liquidated or unliquidated, absolute
or
contingent, due or not due and whether under, pursuant to or evidenced by a
note, agreement, guaranty, instrument or otherwise (all of which are herein
collectively referred to as the “Obligations”), or of the existence or extent of
such collateral, and irrespective of the allowability, allowance or disallowance
of any or all of the Obligations in any case commenced by or against Debtor
under Title 11, United States Code, including, without limitation, obligations
or indebtedness of Debtor for post-petition interest, fees, costs and charges
that would have accrued or been added to the Obligations but for the
commencement of such case. Terms not otherwise defined herein shall have the
meaning assigned such terms in the Securities Purchase Agreement. In furtherance
of the foregoing, the undersigned xxxxxx agrees as follows:
1. No
Impairment.
The Lender may at any time and from time to time, either before or after the
maturity thereof, without notice to or further consent of the undersigned,
extend the time of payment of, exchange or surrender any collateral for, renew
or extend any of the Obligations or increase or decrease the interest rate
thereon, or
enter
into any other agreement with Debtor or with any other party to or person liable
on any of the Obligations, or interested therein, for the extension, renewal,
payment, compromise, discharge or release thereof, in whole or in part, or
for
any modification of the terms thereof or of any agreement between the Lender
and
Debtor or any such other party or person, or make any election of rights the
Lender may deem desirable under the United States Bankruptcy Code, as amended,
or any other federal or state bankruptcy, reorganization, moratorium or
insolvency law relating to or affecting the enforcement of creditors’ rights
generally (any of the foregoing, an “Insolvency Law”) without in any way
impairing or affecting this Guaranty. This instrument shall be effective
regardless of the subsequent incorporation, merger or consolidation of Debtor,
or any change in the composition, nature, personnel or location of Debtor and
shall extend to any successor entity to Debtor, including a debtor in possession
or the like under any Insolvency Law.
2. Guaranty
Absolute.
Each of the undersigned jointly and severally guarantees that the Obligations
will be paid strictly in accordance with the terms of the Documents and/or
any
other document, instrument or agreement creating or evidencing the Obligations,
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of Debtor with respect
thereto. Guarantors hereby knowingly accept the full range of risk encompassed
within a contract of “continuing guaranty” which risk includes the possibility
that Debtor will contract additional indebtedness for which Guarantors may
be
liable hereunder after Xxxxxx’s financial condition or ability to pay its lawful
debts when they fall due has deteriorated. The undersigned acknowledge that
(i)
no oral representations, including any representations to extend credit or
provide other financial accommodations to Debtor, have been made by the Lender
to induce the undersigned to enter into this Guaranty and (ii) any extension
of
credit to Debtor shall be governed solely by the provisions of the Documents.
The liability of each of the undersigned under this Guaranty shall be absolute
and unconditional, in accordance with its terms, and shall remain in full force
and effect without regard to, and shall not be released, suspended, discharged,
terminated or otherwise affected by, any circumstance or occurrence whatsoever,
including, without limitation: (a) any waiver, indulgence, renewal, extension,
amendment or modification of or addition, consent or supplement to or deletion
from or any other action or inaction under or in respect of the Documents,
or
any other instruments or agreements relating to the Obligations or any
assignment or transfer of any thereof, (b) any lack of validity or
enforceability of any Document, or other documents, instruments or agreements
relating to the Obligations or any assignment or transfer of any thereof, (c)
any furnishing of any additional security to the Lender or their assignees
or
any acceptance thereof or any release of any security by the Lender or their
assignees, (d) any limitation on any party’s liability or obligation under the
Documents, or any other documents, instruments or agreements relating to the
Obligations or any assignment or transfer of any thereof or any invalidity
or
unenforceability, in whole or in part, of any such document, instrument or
agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization,
composition, adjustment, dissolution, liquidation or other like proceeding
relating to Debtor, or any action taken with respect to this Guaranty by any
trustee or receiver, or by any court, in any such proceeding, whether or not
the
undersigned shall have notice or knowledge of any of the foregoing, (f) any
exchange, release or nonperfection of any collateral, or any release, or
amendment or waiver of or consent to departure from any
2
guaranty
or security, for all or any of the Obligations or (g) any other circumstance
which might otherwise constitute a defense available to, or a discharge of,
the
undersigned. Any amounts due from the undersigned to the Lender shall bear
interest until such amounts are paid in full at the rate then applicable to
the
Obligations as set forth in the Documents. Obligations include post-petition
interest whether or not allowed or allowable.
3. Waivers.
(a) This
Guaranty is a guaranty of payment and not of collection. The Lender shall be
under no obligation to institute suit, exercise rights or remedies or take
any
other action against Debtor or any other person liable with respect to any
of
the Obligations or resort to any collateral security held by them to secure
any
of the Obligations as a condition precedent to the undersigned being obligated
to perform as agreed herein and each Guarantor hereby waives any and all rights
which it may have by statute or otherwise which would require the Lender to
do
any of the foregoing. Each Guarantor further consents and agrees that the Lender
shall be under no obligation to marshal any assets in favor of Guarantors,
or
against or in payment of any or all of the Obligations. The undersigned hereby
waives all suretyship defenses and any rights to interpose any defense,
counterclaim or offset of any nature and description which the undersigned
may
have or which may exist between and among the Lender, Debtor and/or the
undersigned with respect to the undersigned’s obligations under this Guaranty,
or which Debtor may assert on the underlying debt, including but not limited
to
failure of consideration, breach of warranty, fraud, payment (other than cash
payment in full of the Obligations), statute of frauds, bankruptcy, infancy,
statute of limitations, accord and satisfaction, and usury.
(b) Each
of the undersigned further waives (i) notice of the acceptance of this Guaranty,
of the making of any such loans or extensions of credit, and of all notices
and
demands of any kind to which the undersigned may be entitled, including, without
limitation, notice of adverse change in Debtor’s financial condition or of any
other fact which might materially increase the risk of the undersigned and
(ii)
presentment to or demand of payment from anyone whomsoever liable upon any
of
the Obligations, protest, notices of presentment, non-payment or protest and
notice of any sale of collateral security or any default of any
sort.
(c) Notwithstanding
any payment or payments made by the undersigned hereunder, or any setoff or
application of funds of the undersigned by the Lender, the undersigned shall
not
be entitled to be subrogated to any of the rights of the Lender against Debtor
or against any collateral or guarantee or right of offset held by the Lender
for
the payment of the Obligations, nor shall the undersigned seek or be entitled
to
seek any contribution or reimbursement from Debtor in respect of payments made
by the undersigned hereunder, until all amounts owing to the Lender by Debtor
on
account of the Obligations are paid in full and the Lender’s obligation to
extend credit pursuant to the Documents has been terminated. If, notwithstanding
the foregoing, any amount shall be paid to the undersigned on account of such
subrogation rights at any time when all of the Obligations shall not have been
paid in full and the Lender’s obligation to extend credit pursuant to the
Documents shall not have been terminated, such amount shall be
3
held
by the undersigned in trust for the Lender, segregated from other funds of
the
undersigned, and shall forthwith upon, and in any event within two (2) business
days of, receipt by the undersigned, be turned over to the Lender in the exact
form received by the undersigned (duly endorsed by the undersigned to the
Lender, if required), to be applied against the Obligations, whether matured
or
unmatured, in such order as the Lender may determine, subject to the provisions
of the Documents. Any and all present and future debts and obligations of Debtor
to any of the undersigned are hereby waived and postponed in favor of, and
subordinated to the full payment and performance of, all present and future
debts and Obligations of Debtor to the Lender.
4. Security.
All sums at any time to the credit of the undersigned and any property of the
undersigned in the Lender’s possession or in the possession of any bank,
financial institution or other entity that directly or indirectly, through
one
or more intermediaries, controls or is controlled by, or is under common control
with, the Lender (each such entity, an “Affiliate”) shall be deemed held by the
Lender or such Affiliate, as the case may be, as security for any and all of
the
undersigned’s obligations to the Lender and to any Affiliate of the Lender, no
matter how or when arising and whether under this or any other instrument,
agreement or otherwise. In addition, this Guaranty is secured by that certain
Security Agreement as of even date herewith in favor of the
Purchasers.
5. Representations
and Warranties.
Each of the undersigned respectively, hereby jointly and severally represents
and warrants (all of which representations and warranties shall survive until
all Obligations are indefeasibly satisfied in full and the Documents have been
irrevocably terminated), that except as otherwise described in the SEC Reports
or as set forth in Schedules to the Securities Purchase Agreement:
(a) Corporate
Status.
It is a corporation, partnership or limited liability company, as the case
may
be, duly organized, validly existing and in good standing under the laws of
its
jurisdiction of organization indicated on the signature page hereof and has
full
power, authority and legal right to own its property and assets and to transact
the business in which it is engaged.
(b) Authority
and Execution.
It has full power, authority and legal right to execute and deliver, and to
perform its obligations under, this Guaranty and has taken all necessary
corporate, partnership or limited liability company, as the case may be, action
to authorize the execution, delivery and performance of this
Guaranty.
(c) Legal,
Xxxxx and Binding Character.
This Guaranty constitutes its legal, valid and binding obligation enforceable
in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws of general
application affecting the enforcement of creditor’s rights and general
principles of equity that restrict the availability of equitable or legal
remedies.
(d) Violations.
The execution, delivery and performance of this Guaranty will not violate any
requirement of law applicable to it or any contract,
4
agreement
or instrument to which it is a party or by which it or any of its property
is
bound or result in the creation or imposition of any mortgage, lien or other
encumbrance other than to the Lender on any of its property or assets pursuant
to the provisions of any of the foregoing, which, in any of the foregoing cases,
would reasonably be expected to have, either individually or in the aggregate,
a
Material Adverse Effect.
(e) Consents
or Approvals.
No consent of any other person or entity (including, without limitation, any
creditor of the undersigned) and no consent, license, permit, approval or
authorization of, exemption by, notice or report to, or registration, filing
or
declaration with, any governmental authority is required in connection with
the
execution, delivery, performance, validity or enforceability of this Guaranty
by
it, except to the extent that the failure to obtain any of the foregoing would
not reasonably be expected to have, either individually or in the aggregate,
a
Material Adverse Effect.
(f) Litigation.
No litigation, arbitration, investigation or administrative proceeding of or
before any court, arbitrator or governmental authority, bureau or agency is
currently pending or, to the best of its knowledge, threatened (i) with respect
to this Guaranty or any of the transactions contemplated by this Guaranty or
(ii) against or affecting it, or any of its property or assets, which, in each
of the foregoing cases, if adversely determined, would reasonably be expected
to
have a Material Adverse Effect.
(g) Financial
Benefit.
It has derived or expects to derive a financial or other advantage from each
and
every loan, advance or extension of credit made under the Documents or other
Obligation incurred by Debtor to the Lender.
6. Acceleration.
(a) If
any breach of any covenant or condition or other event of default shall occur
and be continuing under any agreement made by Debtor or any of the undersigned
to the Lender, or Debtor or any of the undersigned should at any time become
insolvent, or make a general assignment, or if a proceeding in or under any
insolvency law shall be filed or commenced by, or in respect of, Debtor or
any
of the undersigned, or if a notice of any lien, levy, or assessment is filed
of
record with respect to any assets of Debtor or any of the undersigned by the
United States of America or any department, agency, or instrumentality thereof,
or if any taxes or debts owing at any time or times hereafter to any one of
them
becomes a lien or encumbrance upon any assets of Debtor or the undersigned
in
the Lender’s possession, or otherwise, and any such breach, default or event is
not cured, vacated or stayed, as applicable, within sixty (60) days, any and
all
Obligations shall for purposes hereof, at the Lender’s option, be deemed due and
payable without notice notwithstanding that any such Obligation is not then
due
and payable by Debtor.
5
(b) Each
of the undersigned will promptly notify the Lender of any default by such
undersigned in its respective performance or observance of any term or condition
of any agreement to which the undersigned is a party if the effect of such
default is to cause, or permit the holder of any obligation under such agreement
to cause, such obligation to become due prior to its stated maturity and, if
such an event occurs, the Lender shall have the right to accelerate such
undersigned’s obligations hereunder.
7. Payments
from Guarantors.
The Lender, in its sole and absolute discretion, with or without notice to
the
undersigned, may apply on account of the Obligations any payment from the
undersigned or any other Guarantors, or amounts realized from any security
for
the Obligations, or may deposit any and all such amounts realized in a
non-interest bearing cash collateral deposit account to be maintained as
security for the Obligations.
8. Costs.
The undersigned shall pay on demand, all costs, fees and expenses (including
reasonable expenses for legal services of every kind) relating or incidental
to
the enforcement or protection of the rights of the Lender hereunder or under
any
of the Obligations.
9. No
Termination.
This is a continuing irrevocable guaranty and shall remain in full force and
effect and be binding upon the undersigned, and each of the undersigned’s
successors and assigns, until all of the Obligations have been paid in full
and
the Lender’s obligation to extend credit pursuant to the Documents has been
irrevocably terminated. If any of the present or future Obligations are
guarantied by persons, partnerships or corporations in addition to the
undersigned, the death, release or discharge in whole or in part or the
bankruptcy, merger, consolidation, incorporation, liquidation or dissolution
of
one or more of them shall not discharge or affect the liabilities of any
undersigned under this Guaranty.
10. Recapture.
Anything in this Guaranty to the contrary notwithstanding, if the Lender receive
any payment or payments on account of the liabilities guaranteed hereby, which
payment or payments or any part thereof are subsequently invalidated, declared
to be fraudulent or preferential, set aside and/or required to be repaid to
a
trustee, receiver, or any other party under any Insolvency Law, common law
or
equitable doctrine, then to the extent of any sum not finally retained by the
Lender, the undersigned’s obligations to the Lender shall be reinstated and this
Guaranty shall remain in full force and effect (or be reinstated) until payment
shall have been made to the Lender, which payment shall be due on
demand.
11. Books
and Records.
The books and records of the Lender showing the account between the Lender
and
Debtor shall be admissible in evidence in any action or proceeding, shall,
except in the event of manifest error, be binding upon the undersigned for
the
purpose of establishing the items therein set forth and shall constitute prima
facie proof thereof.
6
12. No
Waiver.
No failure on the part of the Lender to exercise, and no delay in exercising,
any right, remedy or power hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise by the Lender of any right, remedy or
power
hereunder preclude any other or future exercise of any other legal right, remedy
or power. Each and every right, remedy and power hereby granted to the Lender
or
allowed it by law or other agreement shall be cumulative and not exclusive
of
any other, and may be exercised by the Lender at any time and from time to
time.
13. Waiver
of Jury Trial.
EACH OF THE UNDERSIGNED DOES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED ON OR WITH
RESPECT TO THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR
RELATING OR INCIDENTAL HERETO. THE UNDERSIGNED DOES HEREBY CERTIFY THAT NO
REPRESENTATIVE OR AGENT OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT THE LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS
WAIVER OF RIGHT TO JURY TRIAL PROVISION.
14. Governing
Law.
THIS AGREEMENT AND EACH RELATED AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS. ANY ACTION BROUGHT BY EITHER PARTY AGAINST THE OTHER
CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND EACH RELATED
AGREEMENT SHALL BE BROUGHT ONLY IN THE STATE COURTS OF NEW YORK OR IN THE
FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK. ALL PARTIES AND THE INDIVIDUALS
EXECUTING THIS AGREEMENT AND THE RELATED AGREEMENTS AGREE TO SUBMIT TO THE
JURISDICTION OF SUCH COURTS AND WAIVE TRIAL BY JURY. IN THE EVENT THAT ANY
PROVISION OF THIS AGREEMENT OR ANY RELATED AGREEMENT DELIVERED IN CONNECTION
HEREWITH IS INVALID OR UNENFORCEABLE UNDER ANY APPLICABLE STATUTE OR RULE OF
LAW, THEN SUCH PROVISION SHALL BE DEEMED INOPERATIVE TO THE EXTENT THAT IT
MAY
CONFLICT THEREWITH AND SHALL BE DEEMED MODIFIED TO CONFORM WITH SUCH STATUTE
OR
RULE OF LAW. ANY SUCH PROVISION WHICH MAY PROVE INVALID OR UNENFORCEABLE UNDER
ANY LAW SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION
OF THIS AGREEMENT OR ANY RELATED AGREEMENT.
15. Severability.
To the extent permitted by applicable law, any provision of this Guaranty which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or
render unenforceable such provision in any other jurisdiction.
7
16. Amendments,
Waivers.
No amendment or waiver of any provision of this Guaranty nor consent to any
departure by the undersigned therefrom shall in any event be effective unless
the same shall be in writing executed by each of the undersigned directly
affected by such amendment and/or waiver and the Lender.
17. Notices.
All notices required or permitted hereunder shall be in writing and shall be
deemed effectively given:
(a) upon
personal delivery to the party to be notified;
(b) when
sent by confirmed facsimile if sent during normal business hours of the
recipient, if not, then on the next business day;
(c) three
(3) business days after having been sent by registered or certified mail, return
receipt requested, postage prepaid; or
(d) one
(1) day after deposit with a nationally recognized overnight courier, specifying
next day delivery, with written verification of receipt.
All
communications shall be sent as follows:
|
If
to the Company, to:
|
0
Xxxxxxxx
Xxxxxx,
XX 00000
|
|
with
a copy to:
Xxxxxx
X. Xxxxxx, Esq.
Xxxxx,
Nassau, Xxxxxx, Xxxxxxx & Xxxxxx, LLC
CityPlace
I, 22nd
Floor
000
Xxxxxx Xxxxxx
Xxxxxxxx,
XX 00000-3460
|
|
|
If
to, Purchasers:
|
Shelter
Island Opportunity Fund, LLC
Xxx
Xxxx 00xx Xxxxxx
Xxxxx
Xxxxx
Xxx
Xxxx, XX 00000
Attn:
Xxxxxxx Xxxxx
|
8
|
with
a copy to:
Xxxxxx
X. Xxxx, Esq.
Torys
LLP
000
Xxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
Attn:
Xxxxxx X. Xxxx, Esq.
Facsimile:
(000) 000-0000
E-mail:
xxxxx@xxxxx.xxx
|
or
at such other address as the Company or such Purchaser may designate by written
notice to the other parties hereto given in accordance herewith.
18. Successors.
The Lender may, from time to time, without notice to the undersigned, sell,
assign, transfer or otherwise dispose of all or any part of the Obligations
and/or rights under this Guaranty. Without limiting the generality of the
foregoing, the Lender may assign, or grant participations in, to one or more
banks, financial institutions or other entities all or any part of any of the
Obligations. In each such event, the Lender, its Affiliates and each and every
immediate and successive purchaser, assignee, transferee or holder of all or
any
part of the Obligations shall have the right to enforce this Guaranty, by legal
action or otherwise, for its own benefit as fully as if such purchaser,
assignee, transferee or holder were herein by name specifically given such
right. The Lender shall have an unimpaired right to enforce this Guaranty for
their benefit with respect to that portion of the Obligations which the Lender
has not disposed of, sold, assigned, or otherwise transferred.
19. Becoming
a Guarantor.
It is understood and agreed that any person or entity that desires to become
a
Guarantor hereunder, or is required to execute a counterpart of this Guaranty
after the date hereof pursuant to the requirements of any Document, shall become
a Guarantor hereunder by (a) executing a joinder agreement in form and substance
satisfactory to the Lender, (b) delivering supplements to such exhibits and
annexes to such Documents as the Lender shall reasonably request and (c) taking
all actions as specified in this Guaranty as would have been taken by such
Guarantor had it been an original party to this Guaranty, in each case with
all
documents required above to be delivered to the Lender and with all documents
and actions required above to be taken to the reasonable satisfaction of the
Lender.
20. Release.
Nothing except cash payment in full of the Obligations shall release any of
the
undersigned from liability under this Guaranty.
21. Limitation
of Obligations under this Guaranty.
Each Guarantor and the Lender (by their acceptance of the benefits of this
Guaranty) hereby confirm that it is their intention that this Guaranty not
constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy
Code, the Uniform Fraudulent Conveyance Act of the State of New York or any
similar Federal or state law. To effectuate the foregoing
intention,
9
each
Guarantor and the Lender (by their acceptance of the benefits of this Guaranty)
hereby irrevocably agree that the Obligations guaranteed by such Guarantor
shall
be limited to such amount as will, after giving effect to such maximum amount
and all other (contingent or otherwise) liabilities of such Guarantor that
are
relevant under such laws and after giving effect to any rights to contribution
pursuant to any agreement providing for an equitable contribution among such
Guarantor and the other Guarantors (including this Guaranty), result in the
Obligations of such Guarantor under this Guaranty in respect of such maximum
amount not constituting a fraudulent transfer or conveyance.
22. Conflicts.
In the event of a conflict or inconsistency between any provision hereof and
any
provision of the Securities Purchase Agreement Agreement, the provision of
the
Intercreditor Agreement shall govern to the extent of any such conflict or
inconsistency.
23. Facsimile
Signatures; Counterparts.
This Agreement may be executed by facsimile signatures and in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
[REMAINDER
OF THIS PAGE IS BLANK.
SIGNATURE
PAGE IMMEDIATELY FOLLOWS.]
10
IN
WITNESS WHEREOF, this Guaranty has been executed by the undersigned
this 19th day of December, 2006.
|
By:
|
Xxxxx Xxxxxx |
XXXXXXX
FOOD SERVICE, INC.
|
By:
|
Xxxxx Xxxxxx |
11
