Exhibit 99.18
JOINDER AGREEMENT
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Agreement dated as June 27, 1997 between Security Capital Corporation,
a Delaware corporation ("SCC"), Pumpkin Masters Holdings, Inc., a Delaware
corporation ("Holdings"), and Pumpkin Ltd., a Delaware corporation ("Pumpkin").
WHEREAS, as of the date of this Agreement, SCC directly owns 80% of
the outstanding shares of stock of Holdings, and Holdings directly owns more
than 80% of the outstanding shares of stock of Pumpkin, and
WHEREAS, each directly or indirectly owned subsidiary of SCC that is
or that becomes eligible as an "includible corporation" to join in the
consolidated federal income tax return of SCC under Section 1501 of the Internal
Revenue Code of 1986 (the "Code"), as amended, by virtue of being a member of an
"affiliated group" (the "Group") of which SCC is the "common parent," as those
terms are defined in Section 1504 of the Code, consents or may consent to the
filing of such a return, and
WHEREAS, SCC is a party to a Consolidated Income Tax Sharing Agreement
dated May 17, 1996 (the "Tax Sharing Agreement") between SCC and P.H. Holdings,
Inc., a Delaware corporation, and Possible Dreams Ltd., a Delaware corporation,
which provides for the proper allocation of federal income tax liability of such
parties, all of which are members of the Group, among themselves; and
WHEREAS, the Tax Sharing Agreement provides that, upon the joint
consent of SCC and any corporation that becomes a directly or indirectly owned
subsidiary of the Company, such corporation may become a party to the Tax
Sharing Agreement;
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto agree as follows:
1. Joinder. SCC consents to each of Holdings and Pumpkin being
bound by and becoming a party to, and each of Holdings and Pumpkin agrees to be
bound by and become a party to, the terms and principles of the Tax Sharing
Agreement, and each party to this Agreement shall use its best efforts to
effectuate such intention.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
SECURITY CAPITAL CORPORATION
By: /s/ A. Xxxxxx Xxxxxxx
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Name: A. Xxxxxx Xxxxxxx
Title: President
PUMPKIN MASTERS HOLDINGS, INC.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Vice President
PUMPKIN LTD.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Vice President
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