0200622.01 GUARANTY
This Guaranty is made by XXXXXXX HOMES OF CALIFORNIA, INC., a California
corporation, XXXXXXX HOMES OF OREGON, INC., an Oregon corporation, XXXXXXX HOMES
OF WASHINGTON, INC., a Washington corporation, MELODY HOMES, INC., a Delaware
corporation, XXXXXXX REALTY/MAUI, INC., a Hawaii corporation, XXXXXXX
REALTY/OAHU, INC., a Hawaii corporation, LOKELANI CONSTRUCTION CORPORATION, a
Delaware corporation, MELODY MORTGAGE CO., a Colorado corporation, SHLR OF
WASHINGTON, INC., a Washington corporation, SHLR OF COLORADO, INC., a Colorado
corporation, SHLR OF UTAH, INC., a Utah corporation and SSHI LLC, a Delaware
limited liability company (collectively referred to as the "Guarantors", and
individually referred to as a "Guarantor").
WHEREAS, (i) Xxxxxxx Homes, Inc., a Delaware corporation (the
"Borrower"), (ii) the banks from time to time party to the Credit Agreement,
as herein defined (collectively referred to as the "Banks", and individually
referred to as a "Bank"), (iii) FIRST HAWAIIAN BANK, a Hawaii corporation, as
administrative and co-syndication agent for the Banks (the "Administrative
Agent"), and (iv) BANK OF AMERICA NT&SA, a national banking association, as
documentation and co-syndication agent for the Banks (the "Documentation
Agent", the Administrative Agent and the Documentation Agent are collectively
referred to as the "Agents"), entered into that certain Second Amended and
Restated Credit Agreement dated September 30, 1998, as amended by that
certain First Amendment to Second Amended and Restated Credit Agreement dated
January 21, 1999 (collectively, the "Credit Agreement"), relating to a
revolving credit facility (the "Credit Facility") in the principal amount of
$90,000,000.00 made available to the Borrower by the Banks; and
WHEREAS, the Guarantors are subsidiaries of the Borrower and deem it to be
to the Guarantors' financial benefit that the Banks make the Credit Facility
available to the Borrower; and
NOW, THEREFORE, as an essential inducement to the Banks and the Agents to
make the Credit Facility available to the Borrower pursuant to the terms of the
Credit Agreement, and as a consideration for so doing, the Guarantors hereby
agree with the Banks and the Agents, and with each holder of the Note evidencing
the Credit Facility and each holder of any interest in the Note (each holder of
the Note and each holder of any interest therein being hereinafter collectively
and individually called the "Holder"), as follows:
1. DEFINITIONS As used herein, the following terms shall have the
following meanings:
(a) "INDEBTEDNESS" shall mean (i) all sums due and payable under the Note,
including, without limitation, principal, interest, fees and charges thereunder;
and (ii) any and all other indebtedness or liability of the Borrower to the
Banks and/or the Agents under or arising out of the Credit Facility or the Loan
Documents, including, as to (i) and (ii) above, any extension, renewal,
reduction, compromise, indulgence, variation or modification thereof.
(b) "OBLIGATIONS" shall mean each and every agreement, covenant and
condition to be observed or performed by the Borrower under the Loan Documents.
(c) "EXPENSES" shall mean all costs and expenses, including, but not
limited to, attorneys' fees, incurred in connection with the enforcement by the
Banks and the Agents of its rights against the Borrower under the Loan Documents
and against the Guarantors hereunder, following any default in the due and
punctual payment of the Indebtedness, or observance and performance of the
Obligations, by the Borrower.
2. INDEBTEDNESS AND OBLIGATIONS GUARANTEED. The Guarantors hereby jointly
and severally, absolutely, irrevocably and unconditionally guarantee the payment
of the Indebtedness and the observance and performance of the Obligations. In
connection therewith, the Guarantors will pay to the Banks and the Agents, on
demand, all of the Expenses, and will indemnify and hold the Banks and the
Agents harmless from and against any loss, cost, liability or expense which the
Banks and/or the Agents may sustain or incur by reason of the failure of the
Borrower to pay all of the Indebtedness or to observe and perform all of the
Obligations.
3. UNCONDITIONAL AND ABSOLUTE PAYMENT GUARANTY. This is an unconditional
and absolute guaranty of payment and not merely a guaranty of collection, and if
for any reason, any Indebtedness shall not be paid when and as due and payable,
or any Obligation shall not be observed or performed when the same is required
to be observed or performed, the Guarantors undertake promptly to pay all such
Indebtedness, and to observe and perform, or to cause the appropriate party to
observe and perform, each of such Obligations, regardless of any defense or
setoff or counterclaim which the Borrower may have or assert, and regardless of
whether or not any Holder or anyone on behalf of any Holder shall have
instituted any suit, action or proceeding or exhausted its remedies or taken any
steps to enforce any rights against any of such parties or any other person to
collect all or part of any such amounts, or to compel any such performance,
either pursuant to the Loan Documents, or at law or in equity, and regardless of
any other condition or contingency.
4. WAIVER. The Guarantors hereby unconditionally waive any and all
statutory and common law suretyship defenses that now or hereafter may be
available to the Guarantors, including, without limitation (a) any
requirement that any Holder in the event of any default by the Borrower first
make demand upon, or seek to enforce remedies against, the Borrower or any
other guarantor or any security or collateral held by the Banks or the Agents
at any time, or to pursue any other remedy in its power, before being
entitled to payment from the Guarantors of the amounts payable by the
Guarantors hereunder, or before proceeding against the Guarantors; (b) the
defense of the statute of limitations in any action hereunder or for the
collection of any Indebtedness or the performance of any Obligation; (c) any
defense that may arise by reason of (i) the incapacity, lack of authority,
death or disability of the Borrower, any Guarantor or any other person or
entity, (ii) the revocation or repudiation of this Guaranty by the
Guarantors, or the revocation or repudiation of any of the Loan Documents by
the Borrower or any other person or entity, (iii) the failure of the Banks or
the Agents to file or enforce a claim against the estate (either in
administration, bankruptcy or any other proceeding) of the Borrower or any
other person or entity, (iv) the unenforceability in whole or in part of the
Loan Documents or any other document, instrument, or agreement referred to
therein, or any limitation on the liability of the Borrower thereunder, or
any limitation on the method or terms of payment thereunder, which may now or
hereafter be caused or imposed in any manner whatsoever, (v) the election by
the Banks and the Agents, in any proceeding instituted under the federal
Bankruptcy Code, of the application of Section 1111(b)(2) of the federal
Bankruptcy Code,
2
or (vi) any borrowing or grant of a security interest under Section 364 of
the federal Bankruptcy Code; (d) diligence, presentment, demand for payment,
protest, notice of discharge, notice of acceptance of this Guaranty, and
indulgences and notices of any other kind whatsoever; (e) any defense based
upon an election of remedies (including, if available, an election to proceed
by non-judicial foreclosure) by the Banks and the Agents which destroys or
otherwise impairs any subrogation rights of the Guarantors or the right of
the Guarantors to proceed against the Borrower for reimbursement, or both;
(f) any defense based upon any taking, modification or release of any
collateral or guaranties for the Indebtedness of the Borrower to the Banks
and the Agents, or any failure to perfect any security interest in, or the
taking of any other action or the failure to take any other action with
respect to any collateral securing payment of the Indebtedness or performance
of the Obligations; (g) any rights or defenses based upon an offset by the
Guarantors against any obligation now or hereafter owed to the Guarantors by
the Borrower; or (h) any right of appraisement with regard to the value of
any collateral which the Banks may apply as a credit to the obligations of
the Borrower, through foreclosure or otherwise, and agrees that the
determination by an independent appraiser appointed by the Banks or the
Agents of the value of such collateral shall be binding upon the Guarantors
for all purposes; it being the intention hereof that the Guarantors shall
remain fully liable, as principal, until the full payment of the
Indebtedness, full performance of all the Obligations, and termination of the
obligations of the Banks and the Agents under the Loan Documents,
notwithstanding any act, omission or thing which might otherwise operate as a
legal or equitable discharge of the Guarantors.
5. NO RELEASE OF GUARANTY. The obligations, covenants, agreements and
duties of the Guarantors under this Guaranty shall not be released, affected,
stayed or impaired, except upon the express written consent of the Banks and
the Agents, by (a) any assignment, indorsement or transfer, in whole or in
part, of the Note, although made without notice to or the consent of the
Guarantors; or (b) any alteration, compromise, modification, acceleration,
extension or change to or of the time or manner of payment of any of the
Indebtedness, or the performance or observance of any of the Obligations; or
(c) any increase or reduction in the rate of interest or amount of principal
payable on the Note, or any other Indebtedness; or (d) the voluntary or
involuntary liquidation, sale or other disposition of all or substantially
all of the assets of the Borrower or the Guarantors; or (e) any receivership,
insolvency, bankruptcy, reorganization, dissolution or other similar
proceedings, affecting the Borrower or the Guarantors or any of their assets;
or (f) any release of any property from the lien and security interest
created by any of the Loan Documents, the subordination of any such lien or
security interest, or the acceptance of additional or substitute property as
security under the Loan Documents; or (g) the release or discharge of the
Borrower from the observance or performance of any agreement, covenant, term
or condition contained in the Loan Documents; or (h) the foreclosure of any
lien or security interest on any property securing repayment of the
Indebtedness, or the acceptance of a deed or assignment of any such property
in lieu of foreclosure; or (i) any action which the Holder may take or omit
to take by virtue of the Loan Documents or through any course of dealing with
the Borrower; or (j) the release of any existing guarantor or the addition of
a new guarantor; or (k) the operation of law or any other cause, whether
similar or dissimilar to the foregoing.
6. WAIVER OF SUBROGATION. The Guarantors hereby waive, release and
discharge any claim or right the Guarantors may have to be subrogated to the
rights of the Holder following payment of
3
the Indebtedness and performance of the Obligations. This waiver, release
and discharge shall continue even after the Indebtedness has been paid in
full, the Obligations performed, and the obligations of the Banks and the
Agents under the Loan Documents terminated.
7. SUBORDINATION OF INDEBTEDNESS. Any indebtedness of the Borrower now
or hereafter held by any Guarantor is hereby subordinated to the Indebtedness
of the Borrower to the Holder; and, upon the request of the Holder, such
indebtedness of the Borrower to the Guarantors shall be collected, enforced
and received by the Guarantors as trustee for the Holder and shall be paid
over to the Holder on account of the Indebtedness of the Borrower to the
Holder without reducing or affecting in any manner the liability of the
Guarantors under the other provisions of this Guaranty.
8. CLAIMS IN BANKRUPTCY. The Guarantors will file all claims against
the Borrower in any bankruptcy or other proceeding in which the filing of
claims is required or permitted by law upon any indebtedness of the Borrower
to any Guarantor or claim against the Borrower by any Guarantor, and the
Guarantors hereby assign to the Banks and the Agents all rights of the
Guarantors thereunder. If the Guarantor does not file any such claim, the
Banks and the Agents, as attorney-in-fact for such Guarantor, is hereby
authorized to do so in the name of the Guarantor or, in the discretion of the
Banks and the Agents, to assign the claim and to cause proof of claim to be
filed in the name of the nominee of the Banks and the Agents. The Banks, the
Agents or their nominee shall have the sole right to accept or reject any
plan proposed in such proceeding and to take any other action which a party
filing a claim is entitled to take. In all such cases, whether in
administration, bankruptcy or otherwise, the person or persons authorized to
pay such claim shall pay to the Banks and the Agents the full amount payable
on such claim up to the amounts due under this Guaranty, and, to the full
extent necessary for that purpose, the Guarantors hereby assign to the Banks
and the Agents all of the Guarantors' rights to any such payments or
distributions to which the Guarantors would otherwise be entitled; provided,
however, that the Guarantors' obligations hereunder shall not be satisfied
except to the extent that the Banks and the Agents receive cash by reason of
any such payment or distribution. If the Banks and the Agents receive
anything hereunder other than cash, the same shall be held as collateral for
the payment of all amounts due under this Guaranty.
9. FINANCIAL CAPACITY.
(a) The Guarantors hereby agree, as a material inducement to the Banks
and the Agents to enter into the Second Amendment, to furnish to the Banks
and the Agents such financial statements, reports and information as required
by Sections 6.01 and 6.02 of the Credit Agreement. The Banks and the Agents
agree to keep confidential all of the financial information which it receives
in connection herewith, except that such information may be provided to any
assignee as provided in Section 17 hereof.
(b) The Guarantors will promptly notify each Bank through the
Administrative Agent of the commencement of, or any material development in,
any litigation or proceeding affecting any Guarantor which, if adversely
determined, would reasonably be expected to have a Material Adverse Effect
(as defined in the Credit Agreement); or in which the relief sought is an
injunction or other stay of the performance of this Guaranty. Such notice
shall be accompanied by a written statement
4
by the chief executive officer, the president or the chief financial officer
of such Guarantor, or any other officer having substantially the same
authority and responsibility, setting forth details of the occurrence
referred to therein, and stating what action the Guarantors propose to take
with respect thereto and at what time.
10. CONDITION OF BORROWER. The Guarantors are fully aware of the
financial condition of the Borrower and are executing and delivering this
Guaranty based solely upon the Guarantors' own independent investigation of
all matters pertinent hereto, and are not relying in any manner upon any
representation or statement of the Banks or the Agents. The Guarantors
represent and warrant that the Guarantors are in a position to obtain and the
Guarantors hereby assume full responsibility for obtaining, any additional
information concerning the Borrower's financial condition and any other
matter pertinent hereto as the Guarantors may desire, and the Guarantors are
not relying upon or expecting the Banks or the Agents to furnish to the
Guarantors any information now or hereafter in the possession of the Banks or
the Agents concerning the same or any other matter. By executing this
Guaranty, the Guarantors knowingly acknowledge and accept the full range of
risks encompassed within a contract of this type. The Guarantors shall have
no right to require the Banks or the Agents to obtain or disclose any
information with respect to the Indebtedness or the Obligations, the
financial condition or character of the Borrower, the Borrower's ability to
pay the Indebtedness or perform the Obligations, the existence of any
collateral or security for any or all of the Indebtedness or the Obligations,
the existence or non-existence of any other guaranties of all or any part of
the Indebtedness or the Obligations, or any action or non-action on the part
of the Banks, the Agents, the Borrower, or any other person, or any other
matter, fact or occurrence whatsoever.
11. REPRESENTATIONS AND WARRANTIES. Each of the Guarantors represents
and warrants to the Banks and the Agents that:
(a) TAX RETURNS AND PAYMENTS. All material tax returns and reports of
each Guarantor required by law to be filed have been duly filed, and all
taxes, assessments, contributions, fees and other governmental charges the
liability for which could exceed $100,000 (other than those currently payable
without penalty or interest and those currently being contested in good
faith) upon any Guarantor or upon any Guarantor's properties, assets or
income which are due and payable have been paid.
(b) LITIGATION. There is, to the knowledge of the Guarantors, no
action, suit, proceeding or investigation pending at law or in equity or
before any Governmental Authority (as defined in the Credit Agreement), or
threatened against or affecting any Guarantor, an adverse ruling in which
would or might materially impair the ability of the Guarantors to observe and
perform the Guarantors' obligations under this Guaranty or have a material
adverse effect upon the legality, validity, binding effect or enforceability
of this Guaranty.
(c) COMPLIANCE WITH OTHER INSTRUMENTS; NONE BURDENSOME. To the best of
their knowledge, no Guarantor is in violation of or in default with respect
to any provision of any mortgage, indenture, contract, agreement or
instrument applicable to such Guarantor, or by which such Guarantor is bound,
and there is no provision of any mortgage, indenture, contract, agreement or
instrument applicable to any Guarantor or by which any Guarantor is bound
which materially adversely affects,
5
or in the future (so far as the Guarantors can now foresee) will materially
adversely affect, the business or prospects or condition (financial or other)
of any Guarantor or of any Guarantor's properties or assets.
(d) FINANCIAL STATEMENTS. Any financial statements heretofore
delivered to the Banks and the Agents by the Guarantors are true and correct
in all respects, and fairly represent the respective financial conditions of
the subjects thereof as of the respective dates thereof; and no materially
adverse change has occurred in the financial conditions reflected therein
since the respective dates thereof.
12. BANKRUPTCY. Until all Indebtedness has been paid to the Banks and
the Agents, all Obligations have been performed, and the obligations of the
Banks and the Agents under the Loan Documents have been terminated, the
Guarantors shall not, without the prior written consent of the Banks and the
Agents, commence or join with any other person in commencing any bankruptcy,
reorganization or insolvency proceedings of or against the Borrower. The
obligations of the Guarantors under this Guaranty shall not be altered,
limited or affected by any proceeding, voluntary or involuntary, involving
the bankruptcy, insolvency, receivership, reorganization, liquidation or
arrangement of the Borrower or by any defense which the Borrower may have by
reason of the order, decree or decision of any court or administrative body
resulting from any such proceeding. The Guarantors acknowledge and agree
that any interest on the Indebtedness which accrues after the commencement of
any such proceeding (or, if interest on any portion of the Indebtedness
ceases to accrue by operation of law by reason of the commencement of said
proceeding, such interest as would have accrued on any such portion of the
Indebtedness if said proceeding had not been commenced) shall be included in
the Indebtedness, since it is the intention of the parties that the amount of
the Indebtedness which is guaranteed by the Guarantors pursuant to this
Guaranty should be determined without regard to any rule of law or order
which may relieve the Borrower of any portion of such Indebtedness. The
Guarantors will permit any trustee in bankruptcy, receiver, debtor in
possession, assignee for the benefit of creditors or similar person to pay
the Banks and the Agents, or allow the claim of the Banks and the Agents in
respect of, any such interest accruing after the date on which such
proceeding is commenced. In the event that all or any portion of the
Indebtedness is paid or all or any part of the Obligations are performed by
the Borrower, the obligations of the Guarantors hereunder shall continue and
remain in full force and effect in the event that all or any part of such
payment or performance is avoided or recovered directly or indirectly from
the Banks or the Agents as a preference, fraudulent transfer or otherwise in
such proceeding.
13. REMEDIES CUMULATIVE. The liability of the Guarantors, and all
rights, powers and remedies of the Banks and the Agents hereunder and under
any other agreement now or at any time hereafter in force between the Banks,
the Agents and the Guarantors relating to the Indebtedness or the
Obligations, shall be cumulative and not exclusive or alternative, and such
rights, powers and remedies shall be in addition to all other rights, powers
and remedies given to the Banks and the Agents by law.
14. AMENDMENTS; CONTINUING LIABILITY. The terms of this Guaranty may
not be modified or amended except by a written agreement executed by the
Guarantors with the consent in writing of the Holder. The obligations of the
Guarantors under this Guaranty shall be continuing obligations
6
and a separate cause of action shall be deemed to arise in respect of each
default hereunder. The Guarantors will from time to time deliver, upon
request of the Holder, satisfactory acknowledgments of the Guarantors'
continued liability hereunder.
15. MERGER OR CONSOLIDATION OF GUARANTORS. No Guarantor will
consolidate or merge with or into another corporation, person or entity,
whether or not affiliated with such Guarantor without the written consent of
the Holder (which consent shall not be unreasonably withheld). No
consolidation or merger (with or without the consent of the Holder) shall
release, affect or impair the continuing liability and obligation of the
Guarantors under this Guaranty.
16. NOTICES. Any notice or demand to be given or served hereunder
shall be in writing and personally delivered, or sent by registered or
certified mail addressed as follows:
To the Banks and
the Agents at: 000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
Attention: Commercial Real Estate Division
To Guarantors at: 000 Xxxx Xxxxxx Xxxx, 0xx Xxxxx
Xxxxxxxx, Xxxxxx 00000
Any such address may be changed from time to time by the addressee by serving
notice to the other party as above provided. Service of such notice or
demand shall be deemed complete on the date of actual delivery or at the
expiration of the second day after the date of mailing if mailed in Hawaii,
whichever is earlier.
The Guarantors hereby irrevocably authorize the Agents to accept
facsimile ("FAX") transmissions of such notices, requests, demands and
documents, provided such transmission is signed by an officer of any
Guarantor. The Guarantors shall and do hereby hold the Agents harmless from,
and indemnify the Agents against, any loss, cost, expense, claim or demand
which may be incurred by or asserted against the Agents by virtue of the
Agents acting upon any such notices, requests, demands or documents
transmitted in accordance with the above provisions. Any such FAX
transmission shall, at the Agents' request, be separately confirmed by
telephone conference between the Agents and the authorized officer described
above, and shall be followed by transmission of the actual "hard copy" of the
notice, request, demand or document in question.
17. PARTIES IN INTEREST. All covenants, agreements, terms and
conditions contained in this Guaranty shall be binding on the Guarantors and
the Guarantors' respective successors, successors in trust and assigns, and
shall bind, inure to the benefit of and be enforceable by the Holder from
time to time. This Guaranty is assignable by the Banks and the Agents with
respect to all or any portion of the Indebtedness or the Obligations without
notice to or consent of the Guarantor, and when so assigned, the Guarantors
shall be liable to the assignee as to any such portion, without in any manner
affecting the liability of the Guarantors with respect to any of the
Indebtedness or Obligations retained by the Banks or the Agents.
7
18. GOVERNING LAW; CHOICE OF FORUM; SERVICE OF PROCESS. This Guaranty
shall be construed and interpreted in accordance with and shall be governed
by the laws of the State of Hawaii. The Banks and the Agents may bring any
action or proceeding to enforce this Guaranty, or any action or proceeding
arising out of this Guaranty, in any court or courts of the State of Hawaii
or the United States District Court for the District of Hawaii. If the Banks
and the Agents commence such an action in a court located in the State of
Hawaii, or the United States District Court for the District of Hawaii, the
Guarantors hereby agree that the Guarantors will submit and does hereby
irrevocably submit to the personal jurisdiction of such courts; if served by
mail will acknowledge receipt of a copy of the summons and complaint within
the statutory time limit and in the manner set forth on the notice and
summons; and will not attempt to have such action dismissed, abated, or
transferred on the ground of FORUM NON CONVENIENS or similar grounds;
provided, however, that nothing contained herein shall prohibit the
Guarantors from seeking, by appropriate motion, to remove an action brought
in a Hawaii state court to the United States District Court for the District
of Hawaii. If such action is so removed, however, the Guarantors shall not
seek to transfer such action to any other district nor shall the Guarantors
seek to transfer to any other district any action which the Banks and the
Agents originally commenced in the United States District Court for the
District of Hawaii. Any action or proceeding brought by the Guarantors
arising out of this Guaranty shall be brought solely in a court of competent
jurisdiction located in the State of Hawaii or in the United States District
Court for the District of Hawaii.
19. PARAGRAPH HEADINGS. The headings of paragraphs herein are inserted
only for convenience and shall in no way define, describe or limit the scope
or intent of any provision of the Guaranty.
20. LIABILITY JOINT AND SEVERAL. The obligations of each Guarantor
hereunder shall be joint and several.
21. COUNTERPARTS. This Guaranty may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same instrument, and in making proof of this
Guaranty, it shall not be necessary to produce or account for more than one
such counterpart.
IN WITNESS WHEREOF, the Guarantors have executed this instrument as of
January 21, 1999.
XXXXXXX HOMES OF CALIFORNIA, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President of Finance
XXXXXXX HOMES OF OREGON, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxx
8
Title: Vice President of Finance
XXXXXXX HOMES OF WASHINGTON, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President of Finance
MELODY HOMES, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President of Finance
XXXXXXX REALTY/MAUI, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President of Finance
XXXXXXX REALTY/OAHU, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President of Finance
LOKELANI CONSTRUCTION CORPORATION
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President of Finance
MELODY MORTGAGE CO.
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President of Finance
SHLR OF WASHINGTON, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President of Finance
SHLR OF COLORADO, INC.
9
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President of Finance
SHLR OF UTAH, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President of Finance
SSHI LLC
By SHLR of Washington, Inc.
Its Managing Member
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President of Finance
10
