Exhibit 10.1
SIXTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this "AGREEMENT")
is entered into to be effective as of December 22, 2005, by and among HOME
INTERIORS & GIFTS, INC., a Texas corporation ("BORROWER"), each lender party to
the Credit Agreement (collectively, "LENDERS" and individually, a "LENDER"), and
JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as
Administrative Agent (in such capacity, "ADMINISTRATIVE AGENT").
R E C I T A L S
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A. Reference is hereby made to that certain Credit Agreement dated as
of March 31, 2004, executed by Borrower, Administrative Agent, and Lenders (as
amended, the "CREDIT AGREEMENT").
B. Capitalized terms used herein shall, unless otherwise indicated,
have the respective meanings set forth in the Credit Agreement.
C. Borrower and Lenders desire to waive and modify certain provisions
contained in the Credit Agreement, subject to the terms and conditions set forth
herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. (a) WAIVER. Subject to compliance with CLAUSE (B) below, Lenders
hereby waive during the period from and including June 30, 2005 to but excluding
January 11, 2006 (the "WAIVER PERIOD"), compliance by Borrower with the
Consolidated Leverage Ratio set forth in SECTION 7.1(A) of the Credit Agreement
and the Consolidated Interest Coverage Ratio set forth in SECTION 7.1(B) of the
Credit Agreement, in each case for the period ending on each of June 30, 2005,
September 30, 2005, and December 31, 2005 (it being understood that such waiver
shall expire on January 11, 2006 such that any Default or Event of Default that
would have occurred during the period from and including June 30, 2005 to but
excluding January 11, 2006 (without giving effect to any waiver by Lenders of
such Default or Event of Default) shall be deemed to have occurred on January
11, 2006 and shall be continuing thereafter).
(b) CONDITIONS OF WAIVER. During the Waiver Period, Borrower
shall, and shall cause its Subsidiaries, to (A) conduct its business in the
ordinary course consistent with past practice and (B) not (without the prior
written consent of the Required Lenders) (i) enter into any acquisition, sale or
transfer of any asset by Borrower or any of its Subsidiaries other than (A) for
consideration of less than $500,000 in any one transaction or in the aggregate
consistent with past practice or (B) sales and purchases of inventory and raw
materials in the ordinary course of business consistent with past practice; (ii)
change any accounting methods or practices (including any change in depreciation
or amortization policies or rates) unless such change is required by GAAP; (iii)
effect any declaration, setting aside, or payment of a dividend or other
distribution with respect to the shares of Borrower, or any direct or indirect
redemption, purchase or other acquisition by Borrower of any of its shares of
capital stock; (iv) enter into any material agreement, not made in the ordinary
course of business, or any amendment or termination (not made in the ordinary
course of business) of, or breach by Borrower or any of its Subsidiaries under,
any material agreement to which Borrower or any Subsidiary is a party or by
which it is bound, including any lease related to the lease to any office or
other real estate, including by way of extension (other than an extension of
only one (1) additional month) of the term of any such lease expiring during the
term of this Waiver Period, but excluding purchase orders and other agreements
relating to sales and purchases of inventory and raw materials in the ordinary
course of business consistent with past practice; (v) enter into any agreement
with any officer, director or employee other than any agreements or arrangements
entered into in the ordinary course of business consistent with past practice
and Borrower's or the applicable Subsidiary's existing employment policies with
any officer or employee in connection with the hiring or termination of any such
officer or employee, including any confidentiality, non-competition, assignment
of inventions, separation, or other similar agreements, but excluding any
employment agreements with any such officers or employees; (vi) make any
amendment or change to its organizational documents; (vii) increase or make any
modification to the base compensation payable or to become payable by Borrower
or any of its Subsidiaries to any of its directors or officers (or equivalent
positions); or (viii) change the capital structure of Borrower, including, but
not limited to, any reclassification, combination, subdivision, share split,
reverse share split, reorganization, recapitalization or other like change. In
addition, Borrower agrees that within one (1) Business Day of the date of this
Agreement, the Required Lenders and their affiliates shall have received from
Borrower no less than fifty percent (50%) of the total the legal fees and
expenses of the Required Lenders and their affiliates invoiced to Borrower as of
December 21, 2005, provided that Borrower acknowledges that such fees and
expenses paid hereunder do not constitute all of the fees and expenses of the
Required Lenders and their affiliates incurred through the date hereof.
Borrower and the Loan Parties acknowledge that this CLAUSE (B) is
intended solely to provide additional restrictions on the Borrower and its
Subsidiaries and does not authorize or permit any activities or actions by the
Borrower or any other Loan Party that would otherwise be restricted by the
Credit Agreement or any other Loan Document. Furthermore, it is acknowledged by
the Borrower and the other Loan Parties that any breach of this CLAUSE (B) shall
result in an immediate expiration of the Waiver Period, and that any Default or
Event of Default that would have occurred during the Waiver Period (without
giving effect to any waiver by Lenders of such Default or Event of Default)
shall be deemed to have occurred on the date that Borrower fails to comply with
any of the provisions of this CLAUSE (B).
2. AMENDMENTS TO THE CREDIT AGREEMENT.
(a) SECTION 1.1 of the Credit Agreement is hereby amended to delete the
definition of "WAIVER Period" in its entirety and replace such definition with
the following:
"Waiver Period": the period from and including September 29,
2005 to but excluding January 11, 2006.
(b) SECTION 7.10(E) of the Credit Agreement is hereby amended by
inserting the words "and December 31, 2005" immediately after the date
"September 30, 2005" in the proviso thereto.
3. AMENDMENTS TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS.
(A) All references in the Loan Documents to the Credit Agreement shall
henceforth include references to the Credit Agreement as modified and amended by
this Agreement, and as may, from time to time, be further modified, amended,
restated, extended, renewed, and/or increased.
(B) Any and all of the terms and provisions of the Loan Documents are
hereby amended and modified wherever necessary, even though not specifically
addressed herein, so as to conform to the amendments and modifications set forth
herein.
4. REPRESENTATIONS. Each Loan Party that is a party hereto represents
and warrants to Lenders that as of the date of this Agreement: (a) this
Agreement has been duly authorized, executed, and delivered by each such Loan
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Party; (b) no action of, or filing with, any Governmental Authority is required
to authorize, or is otherwise required in connection with, the execution,
delivery, and performance by each such Loan Party of this Agreement; (c) the
Loan Documents, as amended by this Agreement, are valid and binding upon each
Loan Party that is a party thereto and are enforceable against each Loan Party
in accordance with their respective terms, (except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights generally and
general principles of equity (whether enforcement is sought by proceedings in
equity or law)); (d) the execution, delivery, and performance by each Loan Party
that is a party hereto of this Agreement do not require the consent of any other
Person and do not and will not constitute a violation of any Laws, order of any
Governmental Authority, or material agreements to which any such Loan Party that
is a party or by which any such Loan Party is bound; (e) all representations and
warranties in the Loan Documents are true and correct in all material respects
on and as of the date of this Agreement (after giving effect hereto), except to
the extent that (i) any of them speak to a different specific date, or (ii) the
facts on which any of them were based have been changed by transactions
contemplated or permitted by the Credit Agreement; and (f) after giving effect
to this Agreement, no Default or Event of Default exists.
5. CONDITIONS. This Agreement shall not be effective unless and until
this Agreement is executed by the Borrower and the Required Lenders and the
Ratification attached hereto and made a part of this Agreement is executed by
each other Loan Party.
6. CONTINUED EFFECT. Except to the extent amended or waived hereby, all
terms, provisions, and conditions of the Credit Agreement and the other Loan
Documents, and all documents executed in connection therewith, shall continue in
full force and effect and shall remain enforceable and binding in accordance
with their respective terms. Borrower acknowledges and agrees that nothing in
this Agreement shall, except as expressly provided herein, operate as a waiver
of any right, power or remedy of any Lender or Administrative Agent under any of
the Loan Documents or constitute an indication of the Lenders' willingness to
consent to any other amendment or waiver of any other provision of the Credit
Agreement or a waiver of compliance with any such provision not referenced in
SECTION 1(A) of this Agreement or for any other time period.
7. MISCELLANEOUS. Unless stated otherwise (a) the singular number
includes the plural and vice versa and words of any gender include each other
gender, in each case, as appropriate, (b) headings and captions may not be
construed in interpreting provisions, (c) this Agreement shall be construed --
and its performance enforced -- under New York law, (d) if any part of this
Agreement is for any reason found to be unenforceable, all other portions of it
nevertheless remain enforceable, (e) this Agreement may be executed in any
number of counterparts with the same effect as if all signatories had signed the
same document, and all of those counterparts must be construed together to
constitute the same document, and (f) delivery of an executed counterpart
signature page of this Agreement or the Ratification attached hereto by
facsimile is as effective as executing and delivering this Agreement in the
presence of the other parties to this Agreement.
8. PARTIES. This Agreement binds and inures to the benefit of Borrower,
the other Loan Parties, the Administrative Agent and each Lender and their
respective successors and permitted assigns.
9. RELEASE. THE LOAN PARTIES HEREBY ACKNOWLEDGE THAT THEY HAVE NO
DEFENSE, COUNTERCLAIM, OFFSET, CROSS COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR
NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF
ITS LIABILITY TO REPAY ANY LOANS OR EXTENSIONS OF CREDIT FROM ADMINISTRATIVE
AGENT OR ANY LENDER TO THE LOAN PARTIES UNDER THE CREDIT AGREEMENT OR THE OTHER
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LOAN DOCUMENTS OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE
FROM ADMINISTRATIVE AGENT OR ANY LENDER. THE LOAN PARTIES HEREBY VOLUNTARILY AND
KNOWINGLY RELEASE AND FOREVER DISCHARGE ADMINISTRATIVE AGENT AND EACH LENDER AND
THEIR PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE
CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND
LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED,
SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN
EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AGREEMENT IS
EXECUTED, WHICH THE LOAN PARTIES MAY NOW OR HEREAFTER HAVE AGAINST
ADMINISTRATIVE AGENT OR ANY LENDER, THEIR PREDECESSORS, AGENTS, EMPLOYEES,
SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS
ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND
ARISING FROM ANY CREDIT ACCOMMODATIONS UNDER THE LOAN DOCUMENTS, INCLUDING,
WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING
OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE
EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS, AND NEGOTIATION
FOR AND EXECUTION OF THIS AGREEMENT OR ANY PREVIOUS AMENDMENTS.
10. ENTIRETIES. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS
AMENDED BY THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
ABOUT THE SUBJECT MATTER OF THE CREDIT AGREEMENT AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[Remainder of Page Intentionally Left Blank; Signature Pages to Follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
Gleneagles Trading LLC, as a Lender
By: /s/ M. Cristina Higgins
----------------------------------------
Name: M. Cristina Higgins
---------------------------------
Title: Assistant Vice President
--------------------------------
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
Grand Central Asset Trust, HLD Series, as a Lender
By: /s/ Eugene Caraus
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Name: Eugene Caraus
----------------------------------------
Title: Attorney-in-fact
---------------------------------------
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
Pioneer Floating Rate Trust, as a Lender
By: /s/ Joe Dougherty
-------------------------------------------
Name: Joe Dougherty
------------------------------------
Title: Portfolio Management
-----------------------------------
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
First Trust/Highland Capital Floating Rate
Income Fund II, as a Lender
By: /s/ Joe Dougherty
-----------------------------------------------
Name: Joe Dougherty
----------------------------------------
Title: Portfolio Manager
---------------------------------------
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
First Trust/Highland Capital Floating Rate
Income Fund, as a Lender
By: /s/ Joe Dougherty
------------------------------------------
Name: Joe Dougherty
-----------------------------------
Title: Portfolio Manager
----------------------------------
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
Highland Floating Rate Average Fund, as a Lender
By: /s/ Joe Dougherty
---------------------------------------------
Name: Joe Dougherty
--------------------------------------
Title: Senior Vice President
-------------------------------------
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
Highland Floating Rate LLC, as a Lender
By: /s/ Joe Dougherty
------------------------------------------
Name: Joe Dougherty
-----------------------------------
Title: Senior Vice President
----------------------------------
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
California Public Employees' Retirement System
By: Highland Capital Management, L.P., As Authorized
Representative of the Board
By: Strand Advisors, Inc., Its General Partner,
as a Lender
By: /s/ Chad Schramek
----------------------------------------------------
Name: Chad Schramek
---------------------------------------------
Title: Assistant Treasurer , Strand Advisors, Inc.,
--------------------------------------------
General Partner of Highland Capital
Management, L.P.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
Pam Capital Funding L.P.
By: Highland Capital Management, L.P., As Collateral
Manager
By: Strand Advisors, Inc., Its General Partner, as a
Lender
By: /s/ Chad Schramek
-----------------------------------------------------
Name: Chad Schramek
----------------------------------------------
Title: Assistant Treasurer , Strand Advisors, Inc.,
---------------------------------------------
General Partner of Highland Capital
Management, L.P.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
Jasper CLO, Ltd.
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisors, Inc., Its General Partner, as a Lender
By: /s/ Chad Schramek
--------------------------------------------------------
Name: Chad Schramek
-------------------------------------------------
Title: Assistant Treasurer , Strand Advisors, Inc.,
-----------------------------------------------
General Partner of Highland Capital
Management, L.P.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
Loan Funding VII LLC
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc., Its General Partner,
as a Lender
By: /s/ Chad Schramek
-------------------------------------------------------
Name: Chad Schramek
------------------------------------------------
Title: Assistant Treasurer , Strand Advisors, Inc.,
-----------------------------------------------
General Partner of Highland Capital
Management, L.P.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
Southfork CLO, Ltd.
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisors, Inc., Its General Partner, as a Lender
By: /s/ Chad Schramek
--------------------------------------------------------
Name: Chad Schramek
-------------------------------------------------
Title: Assistant Treasurer , Strand Advisors, Inc.,
------------------------------------------------
General Partner of Highland Capital
Management, L.P.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
Loan Funding IV LLC
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisors, Inc., Its General Partner, as a Lender
By: /s/ Chad Schramek
---------------------------------------------------------
Name: Chad Schramek
--------------------------------------------------
Title: Assistant Treasurer , Strand Advisors, Inc.,
-------------------------------------------------
General Partner of Highland Capital
Management, L.P.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
Highland Loan Funding V Ltd.
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisors, Inc., Its General Partner, as a Lender
By: /s/ Chad Schramek
--------------------------------------------------------
Name: Chad Schramek
-------------------------------------------------
Title: Assistant Treasurer , Strand Advisors, Inc.,
------------------------------------------------
General Partner of Highland Capital
Management, L.P.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
Highland Legacy Limited
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisors, Inc., Its General Partner, as a Lender
By: /s/ Chad Schramek
---------------------------------------------------------
Name: Chad Schramek
--------------------------------------------------
Title: Assistant Treasurer , Strand Advisors, Inc.,
-------------------------------------------------
General Partner of Highland Capital
Management, L.P.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
Restoration Funding CLO. Ltd.
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisors, Inc., Its General Partner, as a Lender
By: /s/ Chad Schramek
--------------------------------------------------------
Name: Chad Schramek
-------------------------------------------------
Title: Assistant Treasurer , Strand Advisors, Inc.,
-----------------------------------------------
General Partner of Highland Capital
Management, L.P.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
ELF Funding Trust I
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisors, Inc., Its General Partner, as a Lender
By: /s/ Chad Schramek
--------------------------------------------------------
Name: Chad Schramek
-------------------------------------------------
Title: Assistant Treasurer , Strand Advisors, Inc.,
-----------------------------------------------
General Partner of Highland Capital
Management, L.P.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
Burnett Partners, LLC, as a Lender
By: /s/ Patrick Dougherty
-------------------------------------
Name: Patrick Dougherty
------------------------------
Title: Secretary
-----------------------------
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
Atascosa Investments, LLC, as a Lender
By: /s/ Patrick Dougherty
---------------------------------------
Name: Patrick Dougherty
--------------------------------
Title: Secretary
-------------------------------
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
Gillespie Income Fund, LLC, as a Lender
By: /s/ Patrick Dougherty
------------------------------------------
Name: Patrick Dougherty
-----------------------------------
Title: Secretary
----------------------------------
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
Hopkins Capital Partners, LLC, as a Lender
By: /s/ Patrick Dougherty
---------------------------------------------
Name: Patrick Dougherty
--------------------------------------
Title: Secretary
-------------------------------------
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
Milam High Yield Fund, LLC, as a Lender
By: /s/ Patrick Dougherty
----------------------------------------
Name: Patrick Dougherty
---------------------------------
Title: Secretary
--------------------------------
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
Navarro Investment Partners, LLC, as a Lender
By: /s/ Patrick Dougherty
--------------------------------------------------
Name: Patrick Dougherty
-------------------------------------------
Title: Secretary
------------------------------------------
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
Presidio Capital Management, LLC, as a Lender
By: /s/ Patrick Dougherty
-------------------------------------------
Name: Patrick Dougherty
------------------------------------
Title: Secretary
-----------------------------------
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
Home Interiors & Gifts, Inc., a Texas Corporation, as a Lender
By: /s/ Michael D. Lohner
---------------------------------------------------------
Name: Michael D. Lohner
--------------------------------------------------
Title: President and Chief Executive Officer
-------------------------------------------------
RATIFICATION
Each of the undersigned, in its capacity as a Guarantor under the Guarantee and
Collateral Agreement, does hereby (a) agree to the release set forth in SECTION
9 in the foregoing Sixth Amendment and Waiver to Credit Agreement, (b) consent,
acknowledge and agree to the transactions described in the foregoing Sixth
Amendment and Waiver to Credit Agreement and (c) after giving effect to such
Sixth Amendment and Waiver to Credit Agreement, (i) confirms, reaffirms and
restates the representations and warranties made by it in each Loan Document to
which it is a party, (ii) ratifies and confirms each Security Document to which
it is a party and (iii) confirms and agrees that each such Security Document is,
and shall continue to be, in full force and effect, with the Collateral
described therein securing, and continuing to secure, the payment of all
obligations of the undersigned referred to therein; provided that each reference
to the Credit Agreement therein and in each of the other Loan Documents shall be
deemed to be a reference to the Credit Agreement after giving effect to such
Sixth Amendment and Waiver to Credit Agreement.
DWC GP, INC.
HOME INTERIORS DE PUERTO RICO, INC.
SPRING VALLEY SCENTS, INC.
EM BEOHM, INC.
HOMCO, INC.
GIA, INC.
By: /s/ Michael D. Lohner
-------------------------------------------------
Name: Michael D. Lohner
------------------------------------------
Title: President
-----------------------------------------
DOMISTYLE, INC.
By: /s/ Michael D. Lohner
-------------------------------------------------
Name: Michael D. Lohner
------------------------------------------
Title: Chief Executive Officer
-----------------------------------------
HIG INVESTMENTS, INC.
By: /s/ Gordon W. Stewart
-------------------------------------------------
Name: Gordon W. Stewart
------------------
Title: President and Secretary
----------------------------------------
DALLAS WOODCRAFT COMPANY, LP.
BY: DWC GP, INC., ITS GENERAL PARTNER
By: /s/ Michael D. Lohner
--------------------------------------------
Name: Michael D. Lohner
-------------------------------------
Title: President
------------------------------------
LAREDO CANDLE COMPANY, LP.
BY: SPRING VALLEY SCENTS, INC.,
ITS GENERAL PARTNER
By: /s/ Michael D. Lohner
----------------------------------------
Name: Michael D. Lohner
---------------------------------
Title: President
--------------------------------