Exhibit 99.6
HOLDINGS PLEDGE AGREEMENT
AGREEMENT dated as of June 27, 1997 among PUMPKIN MASTERS HOLDINGS, INC.,
a Delaware corporation (with its successors, "Holdings") and NationsCredit
Commercial Corporation, as Agent.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, Holdings is the sole stockholder of Pumpkin Ltd., a Delaware
corporation (the "Company"); and
WHEREAS, the Company, Holdings, certain Lenders and NationsCredit
Commercial Corporation, as agent for such Lenders are parties to a Credit
Agreement of even date herewith (as the same may be amended from time to
time, the "Credit Agreement"); and
WHEREAS, in order to induce said Lenders and the Agent to enter into the
Credit Agreement, Holdings has agreed to grant a continuing security interest
in and to the Collateral (as hereafter defined) to secure obligations of the
Company under the Credit Agreement and the Notes issued pursuant thereto and
the other Financing Documents;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. Definitions.
Terms defined in the Credit Agreement and not otherwise defined herein
have, as used herein, the respective meanings provided for therein. The
following additional terms, as used herein, have the following respective
meanings:
"Collateral" has the meaning assigned to such term in Section 3(A).
"Company Shares" means all of the shares of capital stock of the Company
issued and outstanding on the date hereof consisting of 855 shares of common
stock, par value $0.01 per share.
"Pledged Stock" means the Company Shares and any other capital stock
required to be pledged to the Agent pursuant to Section 3(B).
"Secured Obligations" means the obligations secured under this Agreement
including (i) all principal of and interest (including any interest which
accrues after the commencement of any case, proceeding or other action
relating to the bankruptcy, insolvency or reorganization of the Company or
Holdings, whether or not allowed or allowable as a claim in any such
proceeding) on any loan under, or any note issued pursuant to, the Credit
Agreement, (ii) all reimbursement obligations of the Company with respect to
any letter of credit issued pursuant to the Credit Agreement and all interest
thereon (including any interest which accrues after the commencement of any
case, proceeding or other action relating to the bankruptcy, insolvency or
reorganization of the Company or Holdings, whether or not allowed or
allowable as a claim in any such proceeding), (iii) all other amounts payable
by the Company or Holdings under any Financing Document and (iv) any
amendments, restatements, renewals, extensions or modifications of any of the
foregoing.
"Secured Parties" means the Lenders and the Agent.
"Security Interests" means the security interests in the Collateral
granted hereunder securing the Secured Obligations.
Unless otherwise defined herein, or unless the context otherwise
requires, all terms used herein which are defined in the New York Uniform
Commercial Code as in effect on the date hereof shall have the meanings
therein stated.
SECTION 2. Representations and Warranties.
Holdings represents and warrants as follows:
(A) Title to Pledged Stock. Holdings owns all of the Pledged Stock, free
and clear of any Liens other than the Security Interests. All of the Pledged
Stock has been duly authorized and validly issued, and is fully paid and
non-assessable, and is subject to no options to purchase or similar rights of
any Person. Holdings is not and will not become a party to or otherwise bound
by any agreement, other than this Agreement and the Warrantholders Rights
Agreement, which restricts in any manner the rights of any present or future
holder of any of the Pledged Stock with respect thereto.
(B) Validity, Perfection and Priority of Security Interests. Upon the
delivery of the certificates representing the Pledged Stock to the Agent in
accordance with Section 4 hereof, the Agent will have valid and perfected
security interests in the Pledged Stock subject to no prior Lien. No
registration, recordation or filing with any governmental body, agency or
official is required in
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connection with the execution or delivery of this Agreement or is necessary
for the validity or enforceability hereof or for the perfection or
enforcement of the Security Interests in the Pledged Stock. Neither Holdings
nor the Company has performed or will perform any acts which might prevent
the Agent from enforcing any of the terms and conditions of this Agreement or
which would limit the Agent in any such enforcement.
(C) UCC Filing Locations. The chief executive office of Holdings is
located at its address set forth on the signature pages of the Credit
Agreement. Under the Uniform Commercial Code as in effect in the State in
which such office is located, no local filing is required to perfect a
security interest in collateral consisting of general intangibles.
SECTION 3. The Security Interests.
In order to secure the full and punctual payment of the Secured
Obligations in accordance with the terms thereof, and to secure the
performance of all the obligations of Holdings hereunder:
(A) Holdings hereby assigns and pledges to and with the Agent for the
benefit of the Secured Parties and grants to the Agent for the benefit of the
Secured Parties a security interest in the Pledged Stock, and all of its
rights and privileges with respect to the Pledged Stock, and all income and
profits thereon, and all interest, dividends (except for any such dividends
paid by the Company to Holdings to the extent necessary to permit Holdings to
make payments to Security Capital pursuant to the terms of the Tax Sharing
Agreement ("Tax Sharing Dividends") (including without limitation any portion
of such Tax Sharing Dividends required to be deposited by Holdings into the
Cash Collateral Account (as defined in the Security Capital Pledge Agreement)
pursuant to Section 8.11(b)(y) of the Credit Agreement))) and other payments
and distributions with respect thereto, and all proceeds of the foregoing
(the "Collateral"). Contemporaneously with the execution and delivery hereof,
Holdings is delivering the certificates representing the Company Stock in
pledge hereunder.
(B) In the event that the Company at any time issues any additional or
substitute shares of capital stock of any class (other than any such shares
issued pursuant to the Warrants or the Warrantholders Rights Agreement),
Holdings will, or will cause any Person to whom such additional or substitute
shares are issued to, immediately pledge and deposit with the Agent
certificates representing all such shares as additional security for the
Secured Obligations. All such shares constitute Pledged Stock and are subject
to all provisions of this Agreement.
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(C) The Security Interests are granted as security only and shall not
subject any Secured Party to, or transfer or in any way affect or modify, any
obligation or liability of Holdings or the Company with respect to any of the
Collateral or any transaction in connection therewith.
SECTION 4. Delivery of Pledged Stock.
All certificates representing Pledged Stock delivered to the Agent by
Holdings pursuant hereto shall be in suitable form for transfer by delivery,
or shall be accompanied by duly executed instruments of transfer or
assignment in blank, with signatures appropriately guaranteed, and
accompanied by any required transfer tax stamps, all in form and substance
satisfactory to the Agent.
SECTION 5. Filing; Further Assurances.
(A) Holdings agrees that it will, at its expense and in such manner and
form as the Agent may reasonably require, execute, deliver, file and record
any financing statement, specific assignment or other paper and take any
other action that may be necessary or desirable, or that the Agent may
request, in order to create, preserve or perfect any Security Interest or to
enable the Agent to exercise and enforce its rights hereunder with respect to
any of the Collateral. To the extent permitted by applicable law, Holdings
hereby authorizes the Agent to execute and file, in the name of Holdings or
otherwise, Uniform Commercial Code financing statements (which may be carbon,
photographic, photostatic or other reproductions of this Agreement or of a
financing statement relating to this Agreement) which the Agent in its sole
discretion may deem necessary or appropriate to further perfect the Security
Interests.
(B) Holdings agrees that it will not change (i) its name, identity or
corporate structure in any manner or (ii) the location of its chief executive
office unless it shall have given the Agent not less than 30 days' prior
notice thereof.
SECTION 6. Record Ownership of Pledged Stock.
Upon the occurrence and during the continuation of an Event of Default,
the Agent may, in its sole and reasonable discretion, cause any or all of the
Pledged Stock to be transferred of record into the name of the Agent or its
nominee. Holdings will promptly give to the Agent copies of any notices or
other communications received by it with respect to Pledged Stock registered
in the name of Holdings and the Agent will promptly give to Holdings copies
of any notices and communications received by the Agent with respect to
Pledged Stock registered in the name of the Agent or its nominee.
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SECTION 7. Right to Receive Distributions on Collateral.
The Agent shall have the right to receive and, upon the occurrence and
during the continuance of any Event of Default, to retain as Collateral
hereunder all dividends (except for any Tax Sharing Dividends), interest and
other payments and distributions made upon or with respect to the Collateral
and Holdings shall take all such action as the Agent may deem necessary or
appropriate to give effect to such right. All such dividends, interest and
other payments and distributions which are received by Holdings shall be
received in trust for the benefit of the Agent and the Secured Parties and,
if the Agent so directs upon the occurrence and during the continuance of an
Event of Default, shall be segregated from other funds of Holdings and shall,
forthwith upon demand by the Agent during the continuance of an Event of
Default, be paid over to the Agent as Collateral in the same form as received
(with any necessary endorsement). After all Events of Defaults that shall
have occurred have been cured, the Agent's right to retain dividends,
interest and other payments and distributions under this Section 7 shall
cease and the Agent shall pay over to Holdings any such Collateral retained
by the Agent during the continuance of an Event of Default.
SECTION 8. Right to Vote Pledged Stock.
Unless an Event of Default shall have occurred and be continuing,
Holdings shall have the right, from time to time, to vote and to give
consents, ratifications and waivers with respect to the Pledged Stock, and
the Agent shall, upon receiving a written request from Holdings accompanied
by a certificate signed by its principal financial officer stating that no
Event of Default has occurred and is continuing, deliver to Holdings or as
specified in such request such proxies, powers of attorney, consents,
ratifications and waivers in respect of any of the Pledged Stock which is
registered in the name of the Agent or its nominee as shall be specified in
such request and be in form and substance satisfactory to the Agent.
If an Event of Default shall have occurred and be continuing, the Agent
shall have the right to the extent permitted by law and Holdings shall take
all such action as may be necessary or appropriate to give effect to such
right, to vote and to give consents, ratifications and waivers, and take any
other action with respect to any or all of the Pledged Stock with the same
force and effect as if the Agent were the absolute and sole owner thereof.
SECTION 9. General Authority.
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Holdings hereby irrevocably appoints the Agent its true and lawful
attorney, with full power of substitution, in the name of Holdings, the
Agent, the Secured Parties or otherwise, for the sole use and benefit of the
Agent and Secured Parties, but at the expense of Holdings, to the extent
permitted by law to exercise, at any time and from time to time while an
Event of Default has occurred and is continuing, all or any of the following
powers with respect to all or any of the Collateral:
(i) to demand, xxx for, collect, receive and give acquittance for any and
all monies due or to become due upon or by virtue thereof,
(ii) to settle, compromise, compound, prosecute or defend any action or
proceeding with respect thereto,
(iii) to sell, transfer, assign or otherwise deal in or with the same or
the proceeds or avails thereof, as fully and effectually as if the Agent
were the absolute owner thereof, and
(iv) to extend the time of payment of any or all thereof and to make any
allowance and other adjustments with reference thereto;
provided that the Agent shall give Holdings not less than ten days' prior
written notice of the time and place of any sale or other intended
disposition of any of the Collateral except any Collateral which is
perishable or threatens to decline speedily in value or is of a type
customarily sold on a recognized market. The Agent and Holdings agree that
such notice constitutes "reasonable notification" within the meaning of
Section 9-504(3) of the Uniform Commercial Code.
SECTION 10. Remedies upon Event of Default.
If any Event of Default shall have occurred and be continuing, the Agent
may exercise on behalf of the Secured Parties all the rights of a secured
party under the Uniform Commercial Code (whether or not in effect in the
jurisdiction where such rights are exercised) and, in addition, the Agent
may, without being required to give any notice, except as herein provided or
as may be required by mandatory provisions of law, (i) apply the cash, if
any, then held by it as Collateral as specified in Section 13 and (ii) if
there shall be no such cash or if such cash shall be insufficient to pay all
the Secured Obligations in full, sell the Collateral or any part thereof at
public or private sale or at any broker's board or on any securities
exchange, for cash, upon credit or for future delivery, and at such price or
prices as the Agent may deem satisfactory. Any Secured Party may
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be the purchaser of any or all of the Collateral so sold at any public sale
(or, if the Collateral is of a type customarily sold in a recognized market
or is of a type which is the subject of widely distributed standard price
quotations, at any private sale). The Agent is authorized, in connection with
any such sale, if it deems it advisable so to do, (i) to restrict the
prospective bidders on or purchasers of any of the Pledged Stock to a limited
number of sophisticated investors who will represent and agree that they are
purchasing for their own account for investment and not with a view to the
distribution or sale of any of such Pledged Stock, (ii) to cause to be placed
on certificates for any or all of the Pledged Stock or on any other
securities pledged hereunder a legend to the effect that such security has
not been registered under the Securities Act of 1933 and may not be disposed
of in violation of the provision of said Act, and (iii) to impose such other
limitations or conditions in connection with any such sale as the Agent deems
necessary or advisable in order to comply with said Act or any other law.
Holdings covenants and agrees that it will execute and deliver such documents
and take such other action as the Agent deems necessary or advisable in order
that any such sale may be made in compliance with law. Upon any such sale the
Agent shall have the right to deliver, assign and transfer to the purchaser
thereof the Collateral so sold. Each purchaser at any such sale shall hold
the Collateral so sold absolutely and free from any claim or right of
whatsoever kind, including any equity or right of redemption of Holdings
which may be waived, and Holdings, to the extent permitted by law, hereby
specifically waives all rights of redemption, stay or appraisal which it has
or may have under any law now existing or hereafter adopted. The notice (if
any) of such sale required by Section 9 shall (1) in case of a public sale,
state the time and place fixed for such sale, (2) in case of sale at a
broker's board or on a securities exchange, state the board or exchange at
which such sale is to be made and the day on which the Collateral, or the
portion thereof so being sold, will first be offered for sale at such board
or exchange, and (3) in the case of a private sale, state the day after which
such sale may be consummated. Any such public sale shall be held at such time
or times within ordinary business hours and at such place or places as the
Agent may fix in the notice of such sale. At any such sale the Collateral may
be sold in one lot as an entirety or in separate parcels, as the Agent may
determine. The Agent shall not be obligated to make any such sale pursuant to
any such notice. The Agent may, without notice or publication, adjourn any
public or private sale or cause the same to be adjourned from time to time by
announcement at the time and place fixed for the sale, and such sale may be
made at any time or place to which the same may be so adjourned. In case of
any sale of all or any part of the Collateral on credit or for future
delivery, the Collateral so sold may be retained by the Agent until the
selling price is paid by the purchaser thereof, but the Agent shall not incur
any liability in case of the failure of such purchaser to take up and pay for
the Collateral so sold and, in case of any such failure, such Collateral may
again
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be sold upon like notice. The Agent, instead of exercising the power of sale
herein conferred upon it, may proceed by a suit or suits at law or in equity
to foreclose the Security Interests and sell the Collateral, or any portion
thereof, under a judgment or decree of a court or courts of competent
jurisdiction.
SECTION 11. Expenses.
Holdings agrees that it will forthwith upon demand pay to the Agent:
(i) the amount of any taxes which the Agent may have been required to pay
by reason of the Security Interests or to free any of the Collateral from
any Lien thereon, and
(ii) the amount of any and all reasonable out-of-pocket expenses,
including the fees and disbursements of counsel and of any other experts,
which the Agent may incur in connection with (w) the administration or
enforcement of this Agreement, including such expenses as are incurred to
preserve the value of the Collateral and the validity, perfection, rank
and value of any Security Interest, (x) the collection, sale or other
disposition of any of the Collateral, (y) the exercise by the Agent of
any of the rights conferred upon it hereunder or (z) any Default or Event
of Default.
Any such amount not paid on demand shall bear interest (computed on the
basis of the number of days elapsed over a year of 360 days) at a rate per
annum equal to 5% plus the rate announced from time to time by NationsBank,
N.A. as its prime rate.
SECTION 12. Limitation on Duty of Agent in Respect of Collateral.
Beyond the exercise of reasonable care in the custody thereof, the Agent
shall have no duty as to any Collateral in its possession or control or in
the possession or control of any agent or bailee or any income thereon or as
to the preservation of rights against prior parties or any other rights
pertaining thereto. The Agent shall be deemed to have exercised reasonable
care in the custody and preservation of the Collateral in its possession if
the Collateral is accorded treatment substantially equal to that which it
accords its own property, and shall not be liable or responsible for any loss
or damage to any of the Collateral, or for any diminution in the value
thereof, by reason of the act or omission of any agent or bailee selected by
the Agent in good faith.
SECTION 13. Application of Proceeds.
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Upon the occurrence and during the continuance of an Event of Default,
the proceeds of any sale of, or other realization upon, all or any part of
the Collateral and any cash held shall be applied by the Agent in the
following order of priorities:
first, to payment of the expenses of such sale or other realization,
including reasonable compensation to agents and counsel for the Agent,
and all expenses, liabilities and advances incurred or made by the Agent
in connection therewith, and any other unreimbursed expenses for which
the Agent or any Secured Party is to be reimbursed pursuant to Section
10.04 of the Credit Agreement or Section 11 hereof and unpaid fees owing
to the Agent under the Credit Agreement;
second, to the ratable payment of unpaid principal of the Secured
Obligations;
third, to the ratable payment of accrued but unpaid interest on the
Secured Obligations in accordance with the provisions of the Credit
Agreement;
fourth, to the ratable payment of all other Secured Obligations, until
all Secured Obligations shall have been paid in full; and
finally, to payment to Holdings or its successors or assigns, or as a
court of competent jurisdiction may direct, of any surplus then remaining
from such proceeds.
SECTION 14. Concerning the Agent.
The provisions of Article XI of the Credit Agreement shall inure to the
benefit of the Agent in respect of this Agreement and shall be binding upon
the parties to the Credit Agreement in such respect. In furtherance and not
in derogation of the rights, privileges and immunities of the Agent therein
set forth:
(A) The Agent is authorized to take all such action as is provided to be
taken by it as Agent hereunder and all other action reasonably incidental
thereto. As to any matters not expressly provided for herein (including,
without limitation, the timing and methods of realization upon the
Collateral) the Agent shall act or refrain from acting in accordance with
written instructions from the Required Lenders or, in the absence of such
instructions, in accordance with its discretion.
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(B) The Agent shall not be responsible for the existence, genuineness or
value of any of the Collateral or for the validity, perfection, priority or
enforceability of the Security Interests in any of the Collateral, whether
impaired by operation of law or by reason of any action or omission to act on
its part hereunder. The Agent shall have no duty to ascertain or inquire as
to the performance or observance of any of the terms of this Agreement by
Holdings.
SECTION 15. Appointment of Co-Agents.
At any time or times, in order to comply with any legal requirement in
any jurisdiction, the Agent may appoint another bank or trust company or one
or more other persons, either to act as co-agent or co-agents, jointly with
the Agent, or to act as separate agent or agents on behalf of the Secured
Parties with such power and authority as may be necessary for the effectual
operation of the provisions hereof and may be specified in the instrument of
appointment (which may, in the discretion of the Agent, include provisions
for the protection of such co-agent or separate agent similar to the
provisions of Section 14).
SECTION 16. Termination of Security Interests; Release of Collateral.
Upon the repayment in full of all Secured Obligations, the termination or
cancellation of all outstanding Letters of Credit and the termination of the
Commitments under the Credit Agreement, the Security Interests shall
terminate and all rights to the Collateral shall revert to Holdings. At any
time and from time to time prior to such termination of the Security
Interests, the Agent may release any of the Collateral with the prior written
consent of the Lenders. Upon any such termination of the Security Interests
or release of Collateral, the Agent will, at the expense of Holdings, execute
and deliver to Holdings such documents as Holdings shall reasonably request
to evidence the termination of the Security Interests or the release of such
Collateral, as the case may be.
SECTION 17. Notices.
All notices, communications and distributions hereunder shall be given in
accordance with Section 12.03 of the Credit Agreement.
SECTION 18. Waivers, Non-Exclusive Remedies.
No failure on the part of the Agent to exercise, and no delay in
exercising and no course of dealing with respect to, any right under this
Agreement shall operate as a waiver thereof; nor shall any single or partial
exercise by the Agent of any right under the Credit Agreement, any other
Financing Document or this
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Agreement preclude any other or further exercise thereof or the exercise of
any other right. The rights in this Agreement, the other Security Documents
and the Credit Agreement are cumulative and are not exclusive of any other
remedies provided by law.
SECTION 19. Successors and Assigns.
This Agreement is for the benefit of the Agent and the other Secured
Parties and their successors and assigns, and in the event of an assignment
of all or any of the Secured Obligations, the rights hereunder, to the extent
applicable to the indebtedness so assigned, may be transferred with such
indebtedness. This Agreement shall be binding on Holdings and its successors
and assigns. SECTION 20. Obligations Unconditional; Discharge of Obligations,
etc.
(a) The obligations of Holdings hereunder are unconditional and absolute
and, without limiting the generality of the foregoing, shall not be released,
discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in
respect of any obligation of the Company under any Operative Document, by
operation of law or otherwise;
(ii) any modification or amendment of or supplement to any Operative
Document;
(iii) any release, non-perfection or invalidity of any direct or indirect
security for any obligation of the Company under any Operative Document;
(iv) any change in the corporate existence, structure or ownership of the
Company or any insolvency, bankruptcy, reorganization or other similar
proceeding affecting the Company or any of its assets or any resulting
release or discharge of any obligation of the Company contained in any
Operative Document;
(v) the existence of any claim, set-off or other rights which Holdings
may have at any time against the Company, the Agent, any Lender or any
other Person, whether in connection herewith or any unrelated
transactions, provided that nothing herein shall prevent the assertion
of any such claim by separate suit or compulsory counterclaim;
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(vi) any invalidity or unenforceability relating to or against the
Company for any reason of any Operative Document, or any provision of
applicable law or regulation purporting to prohibit the payment by the
Company of the principal of or interest on any Note or any other amount
payable by the Company under any Operative Document; or
(vii) any other act or omission to act or delay of any kind by the
Company, the Agent, any Lender or any other Person or any other
circumstance whatsoever which might, but for the provisions of this
paragraph, constitute a legal or equitable discharge of Holdings'
obligations hereunder.
(b) Holdings' obligations hereunder shall remain in full force and effect
until the Commitments and all outstanding Letters of Credit under the Credit
Agreement shall have terminated and the principal of and interest on the
Notes and all other amounts payable by the Company under the Credit Agreement
shall have been paid in full. If at any time any payment of the principal of
or interest on any Note or any other amount payable by the Company under the
Credit Agreement is rescinded or must be otherwise restored or returned upon
the insolvency, bankruptcy or reorganization of the Company or otherwise,
Holdings' obligations hereunder with respect to such payment shall be
reinstated as though such payment had been due but not made at such time.
(c) Holdings irrevocably waives acceptance hereof, presentment, demand,
protest and any notice not provided for herein, as well as any requirement
that at any time any action be taken by any corporation or Person against the
Company or any other corporation or Person.
(d) Holdings hereby waives any right or claim of exoneration,
reimbursement, subrogation, contribution or indemnity and any other similar
right or claim arising out of any performance of its obligations hereunder.
(e) If acceleration of the time for payment of any amount payable by the
Company under the Credit Agreement or any Note is stayed upon the insolvency,
bankruptcy or reorganization of the Company, the obligations of Holdings
hereunder with respect to all such amounts otherwise subject to acceleration
will nonetheless be performed forthwith on demand by the Agent (at the
request of the Required Lenders).
SECTION 21. Changes in Writing.
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Neither this Agreement nor any provision hereof may be changed, waived,
discharged or terminated orally, but only in writing signed by Holdings and
the Agent with the consent of the Required Lenders (or in the case of Section
16, all of the Lenders).
SECTION 22. NEW YORK LAW.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW), EXCEPT AS OTHERWISE REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT
TO THE EXTENT THAT REMEDIES PROVIDED BY THE LAWS OF ANY JURISDICTION OTHER
THAN NEW YORK ARE GOVERNED BY THE LAWS OF SUCH JURISDICTION.
SECTION 23. Severability.
If any provision hereof is invalid or unenforceable in any jurisdiction,
then, to the fullest extent permitted by law, (i) the other provisions hereof
shall remain in full force and effect in such jurisdiction and shall be
liberally construed in favor of the Agent and the Secured Parties in order to
carry out the intentions of the parties hereto as nearly as may be possible;
and (ii) the invalidity or unenforceability of any provision hereof in any
jurisdiction shall not affect the validity or enforceability of such
provision in any other jurisdiction.
SECTION 24. Counterparts.
This Agreement may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
PUMPKIN MASTERS HOLDINGS, INC.
By /s/ Xxxxxx Xxxxxx
-------------------------------
Title: Vice President
NATIONSCREDIT COMMERCIAL
CORPORATION, AS AGENT
By /s/ Xxxxxx X. Alt
-------------------------------
Title: Authorized Signatory
