-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hx7YrUN8jfXfBem6utN8y1w9XW+eZ5OqypRZZys/rK5tI993UsrqpMlQmX2u5IN2 O4pzl4q0Yt8sTqFNwo5/iw== 0000930661-02-003140.txt : 20020827 0000930661-02-003140.hdr.sgml : 20020827 20020827170019 ACCESSION NUMBER: 0000930661-02-003140 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 16 FILED AS OF DATE: 20020827 GROUP MEMBERS: JAMES M. FAIL GROUP MEMBERS: JAMES M. FAIL LIVING TRUST GROUP MEMBERS: KATHRYN FAIL LUTTRULL GROUP MEMBERS: P.S.F. HOLDINGS LIMITED PARTNERSHIP GROUP MEMBERS: STONE CAPITAL, INC. GROUP MEMBERS: STONE HOLDINGS, INC. GROUP MEMBERS: STONE INVESTMENTS, INC. GROUP MEMBERS: THE MARTIAL TRUST GROUP MEMBERS: WINN HOLDINGS, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IMAGINE INVESTMENTS INC CENTRAL INDEX KEY: 0001051043 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8150 N CENTRAL EXPRESSWAY STE 1901 CITY: DALLAS STATE: TX ZIP: 75206 BUSINESS PHONE: 2143651900 MAIL ADDRESS: STREET 1: 8150 N CENTRAL EXPRESSWAY STE 1901 CITY: DALLAS STATE: TX ZIP: 75206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WICKES INC CENTRAL INDEX KEY: 0000910620 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-LUMBER & OTHER BUILDING MATERIALS DEALERS [5211] IRS NUMBER: 363554758 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42945 FILM NUMBER: 02749894 BUSINESS ADDRESS: STREET 1: 706 N DEERPATH DR CITY: VERNON HILLS STATE: IL ZIP: 60061 BUSINESS PHONE: 8473673400 MAIL ADDRESS: STREET 1: 706 NORTH DEERPATH DR CITY: VERNON HILLS STATE: IL ZIP: 60061 FORMER COMPANY: FORMER CONFORMED NAME: WICKES LUMBER CO /DE/ DATE OF NAME CHANGE: 19930813 SC 13D/A 1 dsc13da.txt AMENDMENT #6 TO FORM SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 6) (1) Wickes, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 967 446 10 5 (CUSIP Number) Gary M. Goltz Imagine Investments, Inc. 8150 North Central Expressway, Suite 1901 Dallas, Texas 75206 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Sally A. Schreiber Munsch Hardt Kopf & Harr, P.C. 4000 Fountain Place 1445 Ross Avenue Dallas, Texas 75202 (214) 855-7500 June 25, 2002 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see, the Notes). CUSIP No. 967 446 10 5 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Imagine Investments, Inc. 75-2709444 - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------ Number of (7) Sole Voting Power -- Shares ------------------------------------------------ Beneficially (8) Shared Voting Power 1,082,000* Owned by Each ------------------------------------------------ Reporting Person (9) Sole Dispositive Power -- With ------------------------------------------------ (10) Shared Dispositive Power 1,082,000* - ------------------------------------------------------------------------ 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,082,000 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 13.1%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- * Does not include (a) any of the shares of the Issuer pledged to Imagine Investments, Inc. (currently, a first lien on 758,155 shares (9.2% of the outstanding common stock of the Issuer) and a second lien on 2,016,168 shares (24.3% of the outstanding common stock of the Issuer)), (b) any shares of the Issuer owned by Riverside Group, Inc., or (c) any shares of the Issuer that may be deemed to be beneficially owned by Wilson Financial Corporation. See Item 3. CUSIP No. 967 446 10 5 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Stone Investments, Inc. 86-0740106 - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power -- Shares ------------------------------------------------- Beneficially (8) Shared Voting Power 1,082,000* Owned by Each ------------------------------------------------- Reporting Person (9) Sole Dispositive Power -- With ------------------------------------------------- (10) Shared Dispositive Power 1,082,000* - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,082,000 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 13.1%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) HC, CO - -------------------------------------------------------------------------------- * Does not include (a) any of the shares of the Issuer pledged to Imagine Investments, Inc. (currently, a first lien on 758,155 shares (9.2% of the outstanding common stock of the Issuer) and a second lien on 2,016,168 shares (24.3% of the outstanding common stock of the Issuer)), (b) any shares of the Issuer owned by Riverside Group, Inc., or (c) any shares of the Issuer that may be deemed to be beneficially owned by Wilson Financial Corporation. See Item 3. CUSIP No. 967 446 10 5 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Stone Capital, Inc. 75-2262907 - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------- Number of (7) Sole Voting Power -- Shares ------------------------------------------------- Beneficially (8) Shared Voting Power 1,082,000* Owned by Each ------------------------------------------------- Reporting Person (9) Sole Dispositive Power -- With ------------------------------------------------- (10) Shared Dispositive Power 1,082,000* - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,082,000 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 13.1%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) HC, CO - -------------------------------------------------------------------------------- * Does not include (a) any of the shares of the Issuer pledged to Imagine Investments, Inc. (currently, a first lien on 758,155 shares (9.2% of the outstanding common stock of the Issuer) and a second lien on 2,016,168 shares (24.3% of the outstanding common stock of the Issuer)), (b) any shares of the Issuer owned by Riverside Group, Inc., or (c) any shares of the Issuer that may be deemed to be beneficially owned by Wilson Financial Corporation. See Item 3. CUSIP No. 967 446 10 5 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Stone Holdings, Inc. 75-2681508 - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power -- Shares ------------------------------------------------- Beneficially (8) Shared Voting Power 1,082,000* Owned by Each ------------------------------------------------- Reporting Person (9) Sole Dispositive Power -- With ------------------------------------------------- (10) Shared Dispositive Power 1,082,000* - ------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,082,000 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 13.1%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) HC, CO - -------------------------------------------------------------------------------- * Does not include (a) any of the shares of the Issuer pledged to Imagine Investments, Inc. (currently, a first lien on 758,155 shares (9.2% of the outstanding common stock of the Issuer) and a second lien on 2,016,168 shares (24.3% of the outstanding common stock of the Issuer)), (b) any shares of the Issuer owned by Riverside Group, Inc., or (c) any shares of the Issuer that may be deemed to be beneficially owned by Wilson Financial Corporation. See Item 3. CUSIP No. 967 446 10 5 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) P.S.F. Holdings Limited Partnership - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Texas - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power -- Shares -------------------------------------------------------- Beneficially (8) Shared Voting Power 1,082,000* Owned by Each -------------------------------------------------------- Reporting Person (9) Sole Dispositive Power -- With -------------------------------------------------------- (10) Shared Dispositive Power 1,082,000* - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,082,000 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 13.1%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) HC, PN - -------------------------------------------------------------------------------- * Does not include (a) any of the shares of the Issuer pledged to Imagine Investments, Inc. (currently, a first lien on 758,155 shares (9.2% of the outstanding common stock of the Issuer) and a second lien on 2,016,168 shares (24.3% of the outstanding common stock of the Issuer)), (b) any shares of the Issuer owned by Riverside Group, Inc., or (c) any shares of the Issuer that may be deemed to be beneficially owned by Wilson Financial Corporation. See Item 3. CUSIP No. 967 446 10 5 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) The Marital Trust established pursuant to the provisions of Section 3 of Article B of the agreement establishing the James M. Fail Living Trust. - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Alaska - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power -- Shares ------------------------------------------------- Beneficially (8) Shared Voting Power 1,082,000* Owned by Each ------------------------------------------------- Reporting Person (9) Sole Dispositive Power -- With ------------------------------------------------- (10) Shared Dispositive Power 1,082,000* - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,082,000 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 13.1%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) HC, OO - -------------------------------------------------------------------------------- * Does not include (a) any of the shares of the Issuer pledged to Imagine Investments, Inc. (currently, a first lien on 758,155 shares (9.2% of the outstanding common stock of the Issuer) and a second lien on 2,016,168 shares (24.3% of the outstanding common stock of the Issuer)), (b) any shares of the Issuer owned by Riverside Group, Inc., or (c) any shares of the Issuer that may be deemed to be beneficially owned by Wilson Financial Corporation. See Item 3. CUSIP No. 967 446 10 5 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) James M. Fail Living Trust - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Alaska - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power -- Shares ------------------------------------------------ Beneficially (8) Shared Voting Power 1,082,000* Owned by Each ------------------------------------------------ Reporting Person (9) Sole Dispositive Power -- With ------------------------------------------------ (10) Shared Dispositive Power 1,082,000* - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,082,000 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 13.1%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) HC, OO - -------------------------------------------------------------------------------- * Does not include (a) any of the shares of the Issuer pledged to Imagine Investments, Inc. (currently, a first lien on 758,155 shares (9.2% of the outstanding common stock of the Issuer) and a second lien on 2,016,168 shares (24.3% of the outstanding common stock of the Issuer)), (b) any shares of the Issuer owned by Riverside Group, Inc., or (c) any shares of the Issuer that may be deemed to be beneficially owned by Wilson Financial Corporation. See Item 3. CUSIP No. 967 446 10 5 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) James M. Fail - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power -- Shares -------------------------------------------------- Beneficially (8) Shared Voting Power 1,082,000* Owned by Each -------------------------------------------------- Reporting Person (9) Sole Dispositive Power -- With -------------------------------------------------- (10) Shared Dispositive Power 1,082,000* - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,082,000 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 13.1%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) HC, IN - -------------------------------------------------------------------------------- * Does not include (a) any of the shares of the Issuer pledged to Imagine Investments, Inc. (currently, a first lien on 758,155 shares (9.2% of the outstanding common stock of the Issuer) and a second lien on 2,016,168 shares (24.3% of the outstanding common stock of the Issuer)), (b) any shares of the Issuer owned by Riverside Group, Inc., or (c) any shares of the Issuer that may be deemed to be beneficially owned by Wilson Financial Corporation. See Item 3. CUSIP No. 967 446 10 5 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Winn Holdings, LLC 75-2891040 - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Texas - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power -- Shares ------------------------------------------------ Beneficially (8) Shared Voting Power 1,082,000* Owned by Each ------------------------------------------------ Reporting Person (9) Sole Dispositive Power -- With ------------------------------------------------ (10) Shared Dispositive Power 1,082,000* - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,082,000 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 13.1%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) HC, OO - -------------------------------------------------------------------------------- * Does not include (a) any of the shares of the Issuer pledged to Imagine Investments, Inc. (currently, a first lien on 758,155 shares (9.2% of the outstanding common stock of the Issuer) and a second lien on 2,016,168 shares (24.3% of the outstanding common stock of the Issuer)), (b) any shares of the Issuer owned by Riverside Group, Inc., or (c) any shares of the Issuer that may be deemed to be beneficially owned by Wilson Financial Corporation. See Item 3. CUSIP No. 967 446 10 5 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Kathryn Fail Luttrull - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power -- Shares ------------------------------------------------- Beneficially (8) Shared Voting Power 1,082,000* Owned by Each ------------------------------------------------- Reporting Person (9) Sole Dispositive Power -- With ------------------------------------------------- (10) Shared Dispositive Power 1,082,000* - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,082,000 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 13.1%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) HC, IN - -------------------------------------------------------------------------------- * Does not include (a) any of the shares of the Issuer pledged to Imagine Investments, Inc. (currently, a first lien on 758,155 shares (9.2% of the outstanding common stock of the Issuer) and a second lien on 2,016,168 shares (24.3% of the outstanding common stock of the Issuer)), (b) any shares of the Issuer owned by Riverside Group, Inc., or (c) any shares of the Issuer that may be deemed to be beneficially owned by Wilson Financial Corporation. See Item 3. SCHEDULE 13D/A This Amendment No. 6 to Schedule 13D filed on October 15, 1998, with the Securities and Exchange Commission, as amended by that certain Amendment No. 1 to Schedule 13D filed on November 24, 1998, that certain Amendment No. 2 to Schedule 13D filed on January 19, 1999, that certain Amendment No. 3 to Schedule 13D filed on February 8, 1999, that certain Amendment No. 4 to Schedule 13D filed on September 18, 2001, and that certain Amendment No. 5 to Schedule 13D filed on February 6, 2002 (as so amended, the "Schedule 13D"), with respect to the common stock, par value $.01 per share, of Wickes, Inc., a Delaware corporation (the "Issuer"). The Schedule 13D is hereby incorporated by reference for all purposes. Capitalized terms used but not defined herein shall have the meanings subscribed to them on Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended and restated to read as follows: Imagine Investments funded each of the loans and purchases described below in Item 6 with working capital. Item 4. Purpose of Transaction. Item 4 is hereby amended to read in its entirety as follows: The purpose of each of the transactions described in Item 6 below was solely for investment purposes. Imagine Investments reserves the right to foreclose on the shares that are pledged to it as security for the loans, as described in Item 6 below, in any manner permitted by applicable laws and the relevant pledge agreement. Each of the Reporting Persons also reserves the right to acquire such pledged shares itself through the foreclosure process or otherwise and to sell, either in the open market or in one or more privately negotiated transactions, any or all of any pledged shares that it may so acquire. Furthermore, each of the Reporting Persons may consider the possibility of a future acquisition of control of the business of the Issuer by other means, including a tender offer, merger or other business combination, open market purchases, private transactions, or otherwise. As described in the Schedule 13D filed by Imagine Investments with respect to Riverside Group, Inc., a Florida corporation ("Riverside"), Imagine Investments has suggested to Riverside the possibility of improving Riverside's financial condition by exchanging some or all of the debt owed to Imagine Investments by Riverside for shares of common stock of Riverside. The current suggestion involves terms pursuant to which Imagine Investments would acquire a majority of the outstanding common stock of Riverside and, as a result, be entitled to elect all of the directors of Riverside and control Riverside. If such a transaction occurred, it could result in Imagine Investments and the other Reporting Persons having control of the Issuer as a result Riverside's ownership of a significant portion of the outstanding common stock of the Issuer. However, there is no assurance that such suggestion will lead to an agreement and, even if an agreement is reached, there is no assurance that the agreement would be consummated. Except as described above, none of the Reporting Persons has any current plans or proposals with respect to any of the following: (a) the acquisition or disposition of securities of the Issuer; (b) any extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving either the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) a change in the present board of directors or management of the Issuer, including plans or proposal to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any changes in the Issuer's charter or bylaws that may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from any national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system or a registered national securities association; (i) a class of securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of the foregoing. However, the Reporting Persons reserve the right to take any and all such actions in the future. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and restated to read as follows: (a) As a result of the transactions described below in Item 6, as of the date of this Amendment No. 6, Imagine Investments is the record owner of 615,000 shares of common stock of the Issuer, which shares represent approximately 7.4% of the issued and outstanding shares of the common stock of the Issuer as of March 30, 2002, and Stone Investments is the record owner of 467,000 shares of common stock of the Issuer, which shares represent approximately 5.6% of the issued and outstanding shares of the common stock of the Issuer as of March 30, 2002. In addition, Imagine Investments has a first lien on 758,155 shares of common stock of the Issuer, or approximately 9.2% of the outstanding common stock of the Issuer as of March 30, 2002, and a second lien on 2,016,168 shares of common stock of the Issuer, or approximately 24.3% of the outstanding common stock of the Issuer as of March 30, 2002. Finally, Imagine Investments is the pledgee of certain shares of Riverside and of certain shares of Wilson Financial Corporation, a Florida corporation ("Wilson Financial"), that may be deemed to give Imagine Investments beneficial ownership of shares of the Issuer. See Item 6(a) below. Under certain circumstances, the Reporting Persons may be deemed to be the beneficial owner of such pledged shares even before they take actual title to any of the pledged shares. To the extent the pledge of shares of the Issuer to Imagine Investments may be deemed to constitute beneficial ownership of such shares or the pledge of shares of Riverside and/or Wilson Financial may be deemed to constitute beneficial ownership of the shares of the Issuer, each of the Reporting Persons disclaims such beneficial ownership. By virtue of the relationships described in Item 2 above, each of the Reporting Persons may be deemed to share the beneficial ownership of all of the shares of common stock of the Issuer beneficially owned by Imagine Investments and each of the Reporting Persons other than Imagine Investments may be deemed to share the beneficial ownership of all of the shares of common stock of the Issuer beneficially owned by Stone Investments. (b) Each of Imagine Investments and Stone Investments has the direct power to vote and direct the disposition of the shares of common stock of the Issuer actually owned by it. By virtue of the relationships described in Item 2 above, each of the Reporting Persons may be deemed to share the indirect power to vote and direct the disposition of all of the shares of common stock of the Issuer owned of record by Imagine Investments and each of the Reporting Persons other than Imagine Investments may be deemed to share the indirect power to vote and direct the disposition of all of the shares of common stock of the Issuer owned of record by Stone Investments. Unless and until an event of default has occurred under the 1999 Loan (as defined in Item 6 below) or the 11% Notes (as defined in Item 6 below) or Imagine Investments acquires any of the shares that are pledged to it as security for such loans, Imagine Investments has no right to vote or dispose or direct the vote or disposition of any of such pledged shares (except to the limited extent described in Item 6(j) below). If and when an event of default occurs under the 1999 Loan or the 11% Notes or Imagine Investments acquires the shares pledged as security therefor, the Reporting Persons will share the power to vote and dispose of the shares of the Issuer's common stock subject to the pledge. If and when Imagine Investments acquires the right to vote the shares of Riverside that are pledged to it or acquires the shares of Riverside that are pledged to it, the Reporting Persons will share with Riverside the power to vote and dispose of the shares of the Issuer's common stock owned by Riverside. See Schedule 13D originally filed on December 12, 1997, together with all amendments, by the Reporting Persons with respect to the Common Stock of Riverside, which is incorporated herein by reference. (c) As described in Item 6 below, the maturity date the 1999 Loan (as defined in Item 6) was extended to September 30, 2002, pursuant to that certain Amendment to Loan Agreement and Note dated as of June 25, 2002, between Imagine Investments and Riverside and the maturity date each of the 11% Notes was extended to September 30, 2002, pursuant to that certain Amendment to Credit Agreement and Notes dated as of June 25, 2002, between Imagine Investments and Riverside. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 is hereby amended and restated to read as follows: In order to provide a better understanding of the beneficial ownership of common stock of the Issuer by the Reporting Persons, the following chronology is provided: (a) Imagine Investments has been and is currently the pledgee of shares of Riverside and of Wilson Financial. Riverside currently owns a significant percentage of the shares of the Issuer and Wilson Financial currently owns a significant portion of the shares of Riverside. As a result of these arrangements, each of the Reporting Persons may, under certain circumstances, be deemed to have beneficial ownership of the shares of the Issuer that are owned by Riverside. See the Schedule 13D filed by Imagine Investments with respect to Riverside, as the same has been and may be amended from time to time, for more specific information. (b) On October 5, 1998, Imagine Investments and Riverside entered into a Stock Purchase Agreement (as amended from time to time, the "Stock Purchase Agreement"), pursuant to which, among other things, (1) Imagine Investments purchased 250,000 shares of common stock of the Issuer from Riverside (3.0% of the outstanding) for $3.25 per share, (2) Riverside granted to Imagine Investments an option (the "Option") to purchase 750,000 shares of common stock of the Issuer held by Riverside (9.2% of the outstanding) for $3.25 per share (subject to certain limitations that are described below), (3) Riverside had the right to require Imagine Investments to exercise the Option for up to 200,000 shares of common stock of the Issuer underlying the Option, and (4) Riverside granted to Imagine Investments a right of first refusal, for a period of 18 months following the date of the Stock Purchase Agreement, on all of the shares of common stock of the Issuer held by Riverside other than the 250,000 shares purchased by Imagine Investments under the Stock Purchase Agreement (estimated to be approximately 3,599,113 shares (43.9%). As described below, the Option was eventually exercised in full by Imagine Investments, including through the use of the put option by Riverside. Imagine Investments' right of first refusal under the Stock Purchase Agreement expired on April 5, 2000, without being exercised. In addition, under the Stock Purchase Agreement, (1) Riverside assigned its rights under that certain Registration Rights Agreement dated September 2, 1993, between Riverside and the Issuer, with respect to the shares of common stock of the Issuer acquired by Imagine Investments under the Stock Purchase Agreement, and (2) upon request by Imagine Investments, Riverside agreed to use its best efforts to cause the Issuer to effect the securities law registration of the common stock of the Issuer held by Imagine Investments. The Option could not be exercised by Imagine Investments to the extent it would cause Imagine Investments to become an "interested stockholder," within the meaning of Section 203 of the Delaware General Corporation Law, of the Issuer unless the Board of Directors of the Issuer approved the acquisition by Imagine Investments of more than 15% of the outstanding common stock of the Issuer. (c) On or about November 5, 1998, Riverside exercised its put option under the Stock Purchase Agreement and required Imagine Investments to purchase 200,000 shares of common stock of the Issuer underlying the Option from Riverside. (d) On or about December 14, 1998, Imagine Investments acquired 185,000 shares of common stock of the Issuer pursuant to its exercise of a portion of the Option. (e) On December 29, 1998, Imagine Investments purchased from Riverside 82,000 shares of common stock of the Issuer, which shares were not subject to the Option, for $3.75 per share. (f) On or about January 26, 1999, Imagine Investments exercised the remainder of the Option and acquired 365,000 shares of common stock of the Issuer from Riverside. (g) On August 31, 1999, Riverside, borrowed $1,800,000 (as the same has been, and may be further, amended, modified and renewed from time to time, the "1999 Loan") from Imagine Investments. On August 31, 2000, the 1999 Loan was modified and renewed and, in connection therewith, Riverside executed and delivered to Imagine Investments a promissory note in the principal amount of $2,021,628, which note amended and restated in its entirety the existing note in the principal amount of $1,800,000. The 1999 Loan is secured by, among other things, 758,155 shares of common stock of the Issuer owned by Riverside (921,845 shares were initially pledged, but 81,970 were released pursuant to a letter agreement dated August 30, 1999, between Riverside and Imagine Investments, and 81,720 shares were released on August 31, 2000, in connection with the modification and renewal of the 1999 Loan) (as such number of shares may be further modified from time to time, the "1999 Pledged Shares"). The 1999 Pledged Shares represent approximately 9.2% of the issued and outstanding shares of common stock of the Issuer as of March 30, 2002. As additional security for the 1999 Loan, Riverside assigned to Imagine Investments any and all registration rights of Riverside with respect to, among other things, the shares of common stock of the Issuer held by Riverside to the extent Imagine Investments has foreclosed upon or otherwise acquired the same. The 1999 Loan has reached its maturity date several times without being paid but has been extended several times, most recently pursuant to that certain Amendment to Loan Agreement and Note dated as of June 25, 2002. See Item 7(k) below. (h) On or about December 19, 2000, Imagine Investments transferred to Stone Investments 1,082,000 shares of common stock of the Issuer for and in consideration for $4.3125 per share or $4,666,125 in the aggregate. (i) On or about March 5, 2001, Stone Investments transferred to Imagine Investments 615,000 shares of common stock of the Issuer for and in consideration for $3.28 per share or $2,017,200 in the aggregate. (j) During the period of March through August 2001, Imagine Investments acquired from several persons (collectively, the "Holders") 11% Secured Promissory Notes dated April 1, 1999 (collectively, the "11% Notes") with an outstanding principal balance of $9,500,000. The 11% Notes were originally sold by Riverside on or about April 1, 1999, pursuant to a Credit Agreement (the "11% Note Credit Agreement") dated as of April 1, 1999, between Riverside and the Holders and. the 11% Notes. Imagine Investments acquired the 11% Notes pursuant to, among other things, several individual Purchase and Sale of Notes and Interest in Collateral Documents Agreements (collectively, the "Purchase Agreements") entered into between Imagine Investments and various Holders. Pursuant to the Purchase Agreements, Imagine Investments acquired the 11% Notes in exchange for cash and delivery to the Holders of an aggregate of 601,790 shares of common stock of the Issuer held by Imagine Investments (the "11% Note Purchase Shares"). The Purchase Agreements provided that Imagine Investments had the absolute, irrevocable, and unconditional right and option to purchase the 11% Note Purchase Shares between the date of closing of the purchase of the 11% Notes and December 31, 2001, at a price of $5.025 per share, subject to adjustment as provided therein. The Purchase Agreements also provided that the Holders had the absolute, irrevocable, and unconditional right and the option to require Imagine Investments to purchase the 11% Note Purchase Shares between the date of closing of the purchase of the 11% Notes and December 31, 2001, at a price of $5.025 per share, subject to adjustment as provided therein. Additionally, between the date of closing of the purchase of the 11% Notes and December 31, 2001, Imagine Investments had the right to vote the 11% Note Purchase Shares. As a result of the put/call option and voting provisions of the Purchase Agreements, Imagine Investments was deemed to continue to be the beneficial owner of the 11% Note Purchase Shares. On or about November 1, 2001, Imagine Investments exercised its call option under the Purchase Agreements and purchased all right, title, and interest in and to the 11% Note Purchase Shares for a purchase price of $5.43 per share, or $3,265,733.80 in the aggregate. The 11% Note Purchase Shares represent approximately 7.3% of the issued and outstanding shares of common stock of the Issuer as of March 30, 2002. The 11% Notes are secured by, among other things, a second lien on 2,016,168 shares of common stock of the Issuer owned by Riverside (the "11% Note Pledged Shares"), which shares represent approximately 24.3% of the issued and outstanding common stock of the Issuer as of March 30, 2002. The 11% Note Pledged Shares are pledged pursuant to the Pledge and Security Agreement (the "11% Note Pledge Agreement") dated as of April 1, 1999, executed by Riverside and Mitchell W. Legler, as agent for the Holders. Pursuant to the 11% Note Pledge Agreement, Riverside may not sell or encumber the 11% Note Pledged Shares except pursuant to the 11% Note Credit Agreement and the Intercreditor Agreement referred to therein. The 11% Notes have reached their maturity date several times without being paid but have been extended several times, most recently pursuant to that certain Amendment to Credit Agreement and Notes dated as of June 25, 2002. See Item 7(l) below. (k) On June 25, 2002, the maturity date of the 1999 Loan was extended from December 15, 2000, to September 30, 2002, pursuant to that certain Amendment to Loan Agreement and Note dated as of June 25, 2002. (l) On June 25, 2002, the maturity date of the 11% Notes was extended from September 30, 2000, to September 30, 2002, pursuant to that certain Amendment to Credit Agreement and Notes dated as of June 25, 2002. (m) On August 5, 2002, Imagine Investments loaned Riverside an additional $116,000, which loan is secured by the 1999 Pledged Shares. This loan is scheduled to mature on September 30, 2002. Item 7. Material to be Filed as Exhibits. 7.1. Stock Purchase Agreement dated as of October 5, 1998, between Riverside and Imagine Investments, pursuant to which, among other things, (1) Imagine Investments purchased 250,000 shares of common stock of the Issuer from Riverside, (2) Riverside granted to Imagine Investments an option to purchase 750,000 shares of common stock of the Issuer held by Riverside, (3) Riverside had the right to put up to 200,000 shares of common stock of the Issuer underlying such option to Imagine Investments, and (4) Riverside granted to Imagine Investments a right of first refusal with respect to up to all of the shares of common stock of the Issuer held by Riverside other than the 250,000 shares purchased by Imagine Investments (incorporated by reference to Exhibit A of the Schedule 13D, filed with the Securities and Exchange Commission on October 15, 1998 (File No. 005-42945)). 7.2. Amendment No. 1 to Stock Purchase Agreement dated as of November 4, 1998, between Riverside and Imagine Investments (incorporated by reference to Exhibit B of Amendment No. 1 to the Schedule 13D, filed with the Securities and Exchange omission on November 24, 1998 (File No. 005-42945)). 7.3. Amendment No. 2 to Stock Purchase Agreement dated as of November 18, 1998, between Riverside and Imagine Investments (incorporated by reference to Exhibit C of Amendment No. 1 to the Schedule 13D, filed with the Securities and Exchange Commission on November 24, 1998 (File No. 005-42945)). 7.4. Amendment No. 3 to Stock Purchase Agreement dated as of November 30, 1998, between Riverside and Imagine Investments.* 7.5. Amendment No. 4 to Stock Purchase Agreement dated as of December 9, 1998, between Riverside and Imagine Investments.* 7.6. Amendment No. 5 to Stock Purchase Agreement dated as of December 23, 1998, between Riverside and Imagine Investments (incorporated by reference to Exhibit B of Amendment No. 2 to the Schedule 13D, filed with the Securities and Exchange Commission on January 19, 1999 (File No. 005-42945)). 7.7. Letter agreement re: 82,000 shares acquired by Imagine Investments on December 29, 1998.* 7.8. Letter Agreement dated effective January 25, 1999, between Imagine Investments and Riverside, extending the term of the Option under the Stock Purchase Agreement (incorporated by reference to Exhibit B of Amendment No. 3 to the Schedule 13D, filed with the Securities and Exchange Commission on February 8, 1999 (File No. 005-42945)). 7.9. Letter Agreement dated January 26, 1999, between Imagine Investments and Riverside, regarding the exercise of the remainder of the Option (incorporated by reference to Exhibit C of Amendment No. 3 to the Schedule 13D, filed with the Securities and Exchange Commission on February 8, 1999 (File No. 005-42945)). 7.10. Credit Agreement dated as of April 1, 1999, among Riverside, as borrower, the Holders, as lenders, and Mitchell W. Legler, as agent for the Holders, relating to the extension of credit by the Holders to Riverside in the aggregate original principal amount of $10,000,000 (incorporated by reference to Exhibit 4.1(a) to Riverside's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999). 7.11. Form of 11% Secured Promissory Note dated April 1, 1999 (incorporated by reference to Exhibit 4.1(b) to Riverside's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999). 7.12. Pledge and Security Agreement dated as of April 1, 1999, between Riverside and Mitchell W. Legler, as agent for the Holders, relating to, among other things, the shares of common stock of the Issuer pledged by Riverside to Mitchell W. Legler, as agent for the Holders, to secure the extension of credit by the Holders to Riverside in the aggregate original principal amount of $10,000,000, which pledge is subject to the prior pledge of such shares by Riverside to American Founders Life Insurance Company.* 7.13. Intercreditor Agreement dated as of August 24, 1999, among the Holders, Mitchell W. Legler, as agent for the Holders, and American Founders Life Insurance Company, relating to the priority of AFL with respect to, among other things, the Note Pledged Shares.* 7.14. Letter Agreement dated August 30, 1999, between Riverside and Imagine Investments, releasing 81,970 shares of common stock of the Issuer held by Riverside from a pledge by Riverside to Imagine Investments to secure the $1,800,000 loan.* 7.15. Loan Agreement dated as of August 31, 1999, between Imagine Investments, as lender, and Riverside, as borrower, relating to the $1,800,000 loan (incorporated by reference to Exhibit 4.1(a) to Riverside's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999). 7.16. Demand Promissory Note dated August 31, 1999, by Riverside in favor of Imagine Investments, in the principal amount of $1,800,000 (incorporated by reference to Exhibit 4.1(b) to Riverside's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999). 7.17. Stock Pledge Agreement dated as of August 31, 1999, between Riverside and Imagine Investments, relating to the shares of common stock of the Issuer pledged by Riverside to Imagine Investments to secure the $1,800,000 loan (incorporated by reference to Exhibit 4.1(c) to Riverside's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999). 7.18. First Amendment to Loan Agreement and Stock Pledge Agreements dated as of August 31, 2000, between Imagine Investments, as lender, and Riverside, as borrower, renewing and modifying the $1,800,000 loan, including increasing the principal amount thereof to $2,021,628.01 (incorporated by reference to Exhibit 4.1(c) to Riverside's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000). 7.19. First Amended and Restated Promissory Note dated August 31, 2000, by Riverside in favor of Imagine Investments, in the principal amount of $2,021,628.01 (incorporated by reference to Exhibit 4.1(d) to Riverside's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000). 7.20. First Amendment to Pledge and Security Agreement dated as of September 15, 2000, between Riverside and Mitchell W. Legler, as agent for the Holders, relating to the addition of collateral to secure the extension of credit by the Holders to Riverside in the aggregate original principal amount of $10,000,000, which pledge is subject to the prior pledge of such shares by Riverside to American Founders Life Insurance Company and Modification to Deed to Secure Debt and Security Agreement dated as of September 15, 2000 by and between Riverside and Mitchell W. Legler, as agent for the Holders.* 7.21. Estoppel Agreement dated as of February 20, 2001, between Riverside and Imagine Investments, pursuant to which, among other things, Riverside warrants the validity and enforceability of the Notes.* 7.22. Assignment of Notes and Interest in Collateral Documents dated February 7, 2001, among Imagine Investments and Cecil Altmann, pursuant to which such person assigned the Note in favor of such person to Imagine Investments.* 7.23. Assignment of Notes and Interest in Collateral Documents dated February 15, 2001, among Imagine Investments and Southern Farm Bureau Casualty Insurance Company, pursuant to which such entity assigned the Note in favor of such entity to Imagine Investments. * 7.24. Nonrecourse Assignment of Loan Documents dated February 15, 2001, between Imagine Investments and American Centennial Insurance Company, pursuant to which American Centennial Insurance Company assigned the Note in its favor to Imagine Investments.* 7.25. Form of Purchase and Sale of Notes and Interest in Collateral Documents Agreement, among Imagine Investments, Stone Holdings, as guarantor, and each of the following Holders on the dates indicated, pursuant to which such Holder assigned the Note in favor of such Holder to Imagine Investments: Kenneth M. Kirschner (March 20, 2001); Lovco, Inc. (March 20, 2001); Creek Farms Corp. (March 20, 2001); East Adams Corporation (March 20, 2001); Frederick H. Schultz 1994 Trust (March 20, 2001); Fujita Investment Company Limited (March 26, 2001); and North American Company for Life and Health Insurance (April 6, 2001) (incorporated by reference to Exhibit 1 of Amendment No. 4 to the Schedule 13D, filed with the Securities and Exchange Commission on September 18, 2001 (File No. 005-42945)). 7.26. Allonges, between Imagine Investments and each of the following Holders on the dates indicated, pursuant to which such Holder assigned the Note in favor of such Holder to Imagine Investments: Bost & Company (Note 008 and Note 009) and Pitt & Company (Note 010 and Note 011).* 7.27. Forbearance Agreement dated as of March 1, 2001, between Imagine Investments and Riverside, relating to the forbearance by Imagine Investments of the enforcement of its rights with respect to the Notes (incorporated by reference to Exhibit 4.1(i) to Riverside's Annual Report on Form 10-K for the year ended December 31, 2000). 7.28. Forbearance Agreement dated as of April 13, 2001, between Imagine Investments and Riverside, relating to the forbearance by Imagine Investments of the enforcement of its rights with respect to the Notes (incorporated by reference to Exhibit 4.1(b) to Riverside's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001). 7.29. Forbearance Agreement dated as of May 14, 2001, between Imagine Investments and Riverside, relating to the forbearance by Imagine Investments of the enforcement of its rights with respect to the Notes (incorporated by reference to Exhibit 4.1(c) to Riverside's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001). 7.30. Forbearance Agreement dated as of June 15, 2001, between Imagine Investments and Riverside, relating to the forbearance by Imagine Investments of the enforcement of its rights with respect to the Notes (incorporated by reference to Exhibit 4.1(a) to Riverside's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001). 7.31. Forbearance Agreement dated as of July 15, 2001, between Imagine Investments and Riverside, relating to the forbearance by Imagine Investments of the enforcement of its rights with respect to the Notes (incorporated by reference to Exhibit 4.1(b) to Riverside's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001). 7.32. Amendment to Loan Agreement and Note dated as of June 25, 2002, between Riverside and Imagine Investments, pursuant to which, among other things, the maturity date of the 1999 Loan was extended to September 30, 2002.* 7.33. Amendment to Credit Agreement and Notes dated as of June 25, 2002, between Riverside and Imagine Investments, pursuant to which, among other things, the maturity date of the Notes was extended to September 30, 2002.* 7.34. Promissory Note dated August 5, 2002, by Riverside in favor of Imagine Investments, in the principal amount of $116,000.* _____________ * Filed herewith. [Signature page follows.] SIGNATURE After reasonable inquiry, and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. IMAGINE INVESTMENTS, INC., a Delaware corporation /s/ Gary M. Goltz By:________________________________________ Gary M. Goltz Name:______________________________________ Vice President Title:_____________________________________ August 26, 2002 Date:______________________________________ STONE INVESTMENTS, INC., a Delaware corporation /s/ Gary M. Goltz By:________________________________________ Gary M. Goltz Name:______________________________________ Vice President Title:_____________________________________ August 26, 2002 Date:______________________________________ STONE CAPITAL, INC., a Delaware corporation /s/ Gary M. Goltz By:________________________________________ Gary M. Goltz Name:______________________________________ Vice President Title:_____________________________________ August 26, 2002 Date:______________________________________ STONE HOLDINGS, INC., a Delaware corporation /s/ Gary M. Goltz By:________________________________________ Gary M. Goltz Name:______________________________________ Executive Vice President Title:_____________________________________ August 26, 2002 Date:______________________________________ P.S.F. HOLDINGS LIMITED PARTNERSHIP, a Texas limited partnership By: Winn Holdings, LLC, a Texas limited liability company, its general partner /s/ Kathryn Fail Luttrull By:________________________________________ Kathryn Fail Luttrull Sole member August 26, 2002 Date:______________________________________ THE MARITAL TRUST /s/ James M. Fail By:________________________________________ James M. Fail Trustee August 26, 2002 Date:______________________________________ THE JAMES M. FAIL LIVING TRUST /s/ James M. Fail By:________________________________________ James M. Fail Trustee August 26, 2002 Date:______________________________________ /s/ James M. Fail ___________________________________________ James M. Fail August 26, 2002 Date:_____________________________________ WINN HOLDINGS, LLC, a Texas limited liability company /s/ Kathryn Fail Luttrull By:_______________________________________ Kathryn Fail Luttrull Sole member August 26, 2002 Date:_____________________________________ /s/ Kathryn Fail Luttrull __________________________________________ Kathryn Fail Luttrull August 26, 2002 Date:_____________________________________ SCHEDULE I IMAGINE INVESTMENTS, INC. The following is a list of all executive officers and directors of Imagine Investments, Inc., the present principal occupation of each of which (unless otherwise indicated) is serving in the capacities hereinafter set forth and in other capacities set forth on this Schedule 1, as applicable. Unless otherwise indicated, each officer's and director's business address is c/o Stone Investments, Inc., 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206. Unless otherwise indicated, the name, principal business and address of any corporation or other organization in which such present principal occupation or employment of the following persons is conducted is c/o Stone Investments, Inc., 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206. Robert T. Shaw President and Director Harry T. Carneal Executive Vice President and Director R. Brad Oates Director Gary M. Goltz Vice President and Secretary Charles Greiner (1) Vice President Patricia W. Gliessner Vice President and Assistant Secretary Jay Bryan Treasurer Gordon Lewaren Assistant Treasurer Diane Richardson Assistant Secretary STONE INVESTMENTS, INC. The following is a list of all executive officers and directors of Stone Investments, Inc., the present principal occupation of each of which (unless otherwise indicated) is serving in the capacities hereinafter set forth and in other capacities set forth on this Schedule 1, as applicable. Unless otherwise indicated, each officer's and director's business address is c/o Stone Investments, Inc., 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206. Unless otherwise indicated, the name, principal business and address of any corporation or other organization in which such present principal occupation or employment of the following persons is conducted is c/o Stone Investments, Inc., 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206. James M. Fail Chairman of the Board, Chief Executive Officer and Director Harry T. Carneal President, Treasurer and Director R. Brad Oates Director Jay Bryan Vice President Ross Mandel Vice President Gary M. Goltz Vice President, General Counsel and Secretary Gordon Lewaren Assistant Treasurer Mark S. Powell Assistant Secretary Kathryn Fail Luttrull Assistant Secretary Diane Richardson Assistant Secretary STONE CAPITAL, INC. The following is a list of all executive officers and directors of Stone Capital, the present principal occupation of each of which (unless otherwise indicated) is serving in the capacities hereinafter set forth and in other capacities set forth on this Schedule 1, as applicable. Unless otherwise indicated, each officer's and director's business address is c/o Stone Investments, Inc., 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206. Unless otherwise indicated, the name, principal business and address of any corporation or other organization in which such present principal occupation or employment of the following persons is conducted is c/o Stone Investments, Inc., an investment company, 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206. James M. Fail Chairman of the Board, Director, and Chief Executive Officer Harry T. Carneal President, Treasurer, Secretary and Director Gary M. Goltz Vice President, General Counsel and Assistant Secretary Victoria L. Garrett (2) Assistant Vice President, Assistant Secretary and Assistant Treasurer Gordon Lewaren Assistant Treasurer Kathryn Fail Luttrull Director Diane Richardson Assistant Secretary STONE HOLDINGS, INC. The following is a list of all executive officers and directors of Stone Holdings, the present principal occupation of each of which (unless otherwise indicated) is serving in the capacities hereinafter set forth and in other capacities set forth on this Schedule 1, as applicable. Unless otherwise indicated, each officer's and director's business address is c/o Stone Investments, Inc., 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206. Unless otherwise indicated, the name, principal business and address of any corporation or other organization in which such present principal occupation or employment of the following persons is conducted is c/o Stone Investments, Inc., an investment company, 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206. James M. Fail Chairman of the Board, Chief Executive Officer and Director Harry T. Carneal President, Treasurer, Secretary and Director Jay Bryan Vice President Gary M. Goltz Executive Vice President, General Counsel and Assistant Secretary Kathryn Fail Luttrull Vice President, Director Gordon Lewaren Assistant Treasurer Mark S. Powell Assistant Secretary Tom Dwyer Vice President of Strategy and Special Counsel Diane Richardson Assistant Secretary P.S.F. HOLDINGS LIMITED PARTNERSHIP The General Partner of P.S.F. Holdings Limited Partnership is Winn Holdings, LLC, a Texas limited liability company. For information pertaining to Winn Holdings, LLC, please see the cover pages and Items 2-6 contained in this Schedule 13D of which this Schedule 1 is a part. THE MARITAL TRUST James M. Fail is a trustee of the Marital Trust. For information pertaining to Mr. Fail, please see the cover pages and Items 2-6 contained in this Schedule 13D of which this Schedule 1 is a part. THE JAMES M. FAIL LIVING TRUST James M. Fail is a trustee of the James M. Fail Living Trust. For information pertaining to Mr. Fail, please see the cover pages and Items 2-6 contained in this Schedule 13D of which this Schedule 1 is a part. WINN HOLDINGS, LLC Kathryn Fail Luttrull is the sole member and manager of Winn Holdings, LLC. For information pertaining to Ms. Luttrull, please see the cover pages and Items 2-6 contained in this Schedule 13D of which this Schedule 1 is a part. ________________ (1) Mr. Greiner's present principal employer is Azair, Inc., the address of which is 4540 Glenn Curtiss Drive, Dallas, Texas 75248. (2) Ms. Garrett's present principal employer is Delaware Trust Capital Management Company, the address of which is 300 Delaware Avenue, 9th Floor, Wilmington, DE 19801. EX-7.4 3 dex74.txt AMENDMENT #3 TO STOCK PURCHASE AGREEMENT Exhibit 7.4 Amendment No. 3 to Stock Purchase Agreement THIS AMENDMENT NO. 3 is entered into as of November 30, 1998, between Riverside Group, Inc., a Florida corporation (the "Seller"), and Imagine Investments, Inc., a Delaware corporation ("Purchaser"). Preamble The Seller and the Purchaser are parties to that certain Stock Purchase Agreement dated as of October 5, 1998 (the "Agreement") anal Amendment No. 1 to the Agreement dated November 4, 1998, and desire to modify certain of the provisions thereof as set forth herein. NOW THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration hereinafter set forth, the parties hereto agree as follows: 1. Definitions. Capitalized terms used herein without definition that are defined in the Agreement shall have the same meanings herein as therein. 2. Amendment of Section 1.02 of the Agreement. Section 1.02(b) of the Agreement is hereby amended as follows: (a) The reference to "November 4" contained in the first sentence of the Agreement (but not anywhere else) and as amended to November 30 in Amendment No. 2 is hereby changed to "December 9." 3. Miscellaneous. This Amendment No. 3 may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. To the extent not inconsistent with this Amendment No. 3 and Amendment Nos. 1 and 2, the Agreement remains in full force and effect. The Agreement, as amended by Amendment No. 1, No. 2 and this Amendment No. 3, supersedes all prior negotiations and agreements (written or oral) among the parties with respect to the subject matter covered thereby and constitutes the entire understanding among the parties thereto. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf, by an officer thereunto duly authorized, all as of the date first above written. IMAGINE INVESTMENTS, INC. By /s/ B. Kent Hill ----------------------------------- Name: B. Kent Hill Title: Vice President "Purchaser" RIVERSIDE GROUP, INC. By /s/ J. Steven Wilson ------------------------------------ Name: J. Steven Wilson Title: Chairman, President, CEO "Seller" 2 EX-7.5 4 dex75.txt AMENDMENT #4 TO STOCK PURCHASE AGREEMENT Exhibit 7.5 Amendment No. 4 to Stock Purchase Agreement THIS AMENDMENT No. 4 is entered into as of December 9, 1998, between Riverside Group, Inc., a Florida corporation (the "Seller"), and Imagine Investments, Inc., a Delaware corporation ("Purchaser"). Preamble The Seller and the Purchaser are parties to that certain Stock Purchase Agreement dated as of October 5, 1998 (the "Agreement") and Amendment No. 1 to the Agreement dated November 4, 1998, and. Amendment No. 2 dated November 18, 1998, and Amendment No. 3 dated November 30, 1998 and desire to modify certain of the provisions thereof as set forth herein. NOW THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration hereinafter set forth, the parties hereto agree as follows: 1. Definitions. Capitalized terms used herein without definition that are defined in the Agreement shall have the same meanings herein as therein. 2. Amendment of Section 1.02 of the Agreement. Section 1.02 (b) of the Agreement is hereby amended as follows: (a) The reference to "November 4" contained in the first sentence of the Agreement (but not anywhere else) and as amended to November 30 in Amendment No. 2, and as amended to December 9 in Amendment No. 3 is hereby changed to "December 23." 3. Miscellaneous. This Amendment No. 4 may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. To the extent not inconsistent with this Amendment No. 4 and Amendment No. 1 and 2 and 3, the Agreement remains in full force and effect. The Agreement, as amended by Amendment No. 1, No. 2, No. 3, and this Amendment No. 4, supersedes all prior negotiations and agreements (written or oral) among the parties with respect to the subject matter covered thereby and constitutes the entire understanding among the parties thereto. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf, by an officer thereunto duly authorized, all as of the date first above written. IMAGINE INVESTMENTS, INC. By_______________________________ Name: Title: "Purchaser" RIVERSIDE GROUP, INC. /s/ Catherine J. Gray By_______________________________ Name: Catherine J. Gray Title: Sr. Vice President "Seller" 2 EX-7.7 5 dex77.txt LETTER OF AGREEMENT Exhibit 7.7 Imagine Investments, Inc. 8150 NORTH CENTRAL EXPRESSWAY, SUITE 1901 TELEPHONE: (214) 365-1905 DALLAS, TEXAS 75206 FACSIMILE: (214) 365-6910 Robert W. Shaw President December 22, 1998 Mr. J. Steven Wilson President Riverside Group, Inc. 7800 Belfort Parkway, Suite 100 Jacksonville, Florida 32257 Re: Purchase of 82,000 Shares of Common Stock of Wickes, Inc. ("Wickes") Dear Mr. Wilson: Imagine Investments, Inc. ("Imagine") hereby agrees to purchase 82,000 shares of Wickes (the "Stock") for $3.75 per share ($307,500.00) on or before December 31, 1998, with the understanding that: (1) such Stock shall not be included as Option Shares, as that term is defined in the Stock Purchase Agreement dated October 5, 1998, between Riverside Group, Inc. ("Riverside") and Imagine, as amended (the "Agreement"); and (2) Imagine's option regarding the remaining 365,000 Option Shares has been extended to January 22, 1999, as stated by Amendment No. 5 to the Agreement, the original of which is attached hereto for your signature. Upon receipt of the $307,500, you have agreed to, as promptly as possible, to deliver to Imagine a certificate(s) for the 82,000 shares of common stock of Wickes, free and clear of all liens, pledges and security interests. We will deduct the sum of $18,000.00 from the proceeds to pay the legal fees of Greenebaum, Doll & McDonald through November 30, 1998. Please sign below indicating Riverside Group, Inc.'s acknowledgment and agreement to all the terms of this letter. Sincerely, /s/ Robert T. Shaw Imagine Investments, Inc. By: Robert T. Shaw Its: President AGREED TO BY: Riverside Group, Inc. /s/ Catherine J. Gray By:____________________________ Catherine J. Gray Name:__________________________ Senior Vice President Title:_________________________ cc: Michael Fleishman EX-7.12 6 dex712.txt PLEDGE AND SECURITY AGREEMENT Exhibit 7.12 PLEDGE AND SECURITY AGREEMENT (Investment Property) THIS SECURITY AGREEMENT is made as of April 1, 1999, between: RIVERSIDE GROUP, INC. 7800 Belfort Parkway, Suite 100 Jacksonville, FL 32256 (the "Debtor") and MITCHELL W. LEGLER, as agent for the Holders (as defined below) 300-A Wharfside Way Jacksonville, FL 32207 (the "Secured Party") Recitation of Facts The Debtor is obligated to the holders (together with their successors and assigns, and persons who may later become holders, called "Holders") of certain secured 11% Promissory Notes dated as of April 1, 1999 (as they may be renewed or modified, called the "Notes") issued pursuant to a Credit Agreement of even date herewith (as it may be modified called the "Credit Agreement") by and among the initial Holders, the Secured Party and the Debtor. The Notes, the Credit Agreement and all present and future obligations of the Debtor to the Holders or the Secured Party of whatever nature, liquidated or contingent, incurred in connection with the Notes, the Credit Agreement, this Agreement or other Transaction Documents, as they may be modified or extended, are herein called the "Indebtedness." Agreement IN CONSIDERATION of the mutual benefits contained herein and to induce the Holders to extend credit constituting Indebtedness secured hereby, the parties hereto agree as follows: 1. Definitions. The following terms shall have the meanings indicated below: "AFL Collateral" has the meaning ascribed to that term in the Credit Agreement. "Agreement" means this Security Agreement as it is amended from time to time. "Borrower" or "Debtor" means Riverside Group, Inc., a Florida corporation, and its successors and assigns, and shall include the plural as well as the singular. "Code" means the Uniform Commercial Code as in effect in the State of Florida as it shall be amended from time to time. "`Collateral" means all shares of capital stock owned by the Debtor described on Exhibit A hereto, and all replacements, substitutions (including securities into which such assets may be converted or exchanged), increases, profits, dividends and other income therefrom and proceeds thereof in any form and wherever located, and any and all other interests of any type or nature therein, including any rights or warrants relating thereto. "Control Agreement" means a written agreement pursuant to which the Security Interest in Collateral is perfected through "control," as that term is defined in Section 678.1061 of the Code. "Debtor" means the party or parties designated as such in the introductory paragraph hereof, and shall include the plural as well as the singular. "Default" means any event or circumstance which, with the passage of time, giving of notice or occurrence of any other contingency, would become an Event of Default. "Default Rate" means the rate specified in Section 3.2 of the Credit Agreement. "Event of Default" shall have the same meaning as is ascribed to that term in Section 9.1 of the Credit Agreement. "Imagine Rights" means the rights of Imagine Investments, Inc. pursuant to Section 9.7 of the Credit Agreement. "Indebtedness" has the meaning set forth in the Recitation of Facts. "Instruments" means all negotiable instruments (as defined in the Code) and any other writing which evidences the right to the payment of money and is not itself a security agreement or lien and is of a type which in the ordinary course of business is transferred by delivery with any necessary endorsement or assignment, but excluding Investment Property and in addition, includes all property included in the definition of "instrument" as used in the Code. "Intercreditor Agreement" has the meaning ascribed to that term in the Credit Agreement. "Investment Property" has the meaning set forth in Section 679-115(1)(f) of the Code. "Issuer" means any corporation the Securities of which constitute a part of the Collateral. "Obligor" means any person (whether a natural person, corporation, trust, joint venture, partnership, governmental agency or other entity) who is obligated under any Instrument. "Permitted Encumbrances" means any liens or other interests in the Collateral set forth on Exhibit B hereto, if any. "Secured Party" means that party described as such in the introductory paragraph hereof. "Security" has the meaning set forth in Section 678.1021(1)(o) of the Code. 2 "Security Interest" means the security interest (as that term is defined by the Code) granted by this Agreement. "Transaction Documents" means (a) this Agreement, (b) any Control Agreement, (c) the Notes, and (d) the Credit Agreement and all other Collateral Documents, as defined in the Credit Agreement. 2. Grant of Security Interest. The Debtor hereby grants to the Secured Party, for the benefit of the Secured Party individually and as agent for the Holders from time to time, a continuing and unconditional security interest in the Collateral to secure the prompt, timely and complete repayment of the Indebtedness and the full, complete and timely performance of any and all existing or future obligations of the Borrower or Debtor under the Transaction Documents. 3. Warranties of Debtor. The Debtor represents and warrants to the Secured Party that: (a) Good Title. Debtor is the owner of the Collateral free of all security interests or other encumbrances or claims except the Security Interest and Permitted Encumbrances. (b) No Defenses. Debtor does not have defense, set-off or counterclaim relating to any Indebtedness or any Transaction Document. (c) Intent and Effect of Transactions. This Agreement and the transactions contemplated herein (i) are not made or incurred with intent to hinder, delay or defraud any person to whom the Debtor has been, is now, or may hereafter become indebted; (ii) do not render the Debtor insolvent nor is the Debtor insolvent on the date of this Agreement; (iii) do not leave the Debtor with an unreasonably small capital with which to engage in its business or in any business or transaction in which it intends to engage; and (iv) are not entered into with the intent to incur, or with the belief that the Debtor would incur, debts that would be beyond its ability to pay as such debts mature. 4. General Covenants of the Debtor. So long as this Agreement has not been terminated as provided hereafter, the Debtor: (a) Title. Will defend the Collateral against the claim of all other persons, subject to Permitted Encumbrances, if any; (b) No Encumbrances. Will keep the Collateral free of all security interests or other interests and encumbrances, except the Security interest and Permitted Encumbrances, if any; (c) No Sale, Etc. Except in accordance with the Credit Agreement and the Intercreditor Agreement, will not assign, deliver, sell, transfer, lease or otherwise dispose of (including dispositions by operation of law) any portion of the Collateral, or any interest therein without the prior written consent of Secured Party and will keep the Collateral at the addresses specified in this Agreement and the Debtor will not remove the Collateral from any such location without the prior written consent of Secured Party; 3 (d) Location of Debtor. Will notify Secured Party to writing 60 days in advance of any change in Debtor's address (or the address of its chief executive office if it has more than one address) from that specified above. (e) Perfection. Will execute and deliver to Secured Party such financing statements, stock certificates, Instruments, Control Agreements, and other documents, pay all reasonable costs, including costs of filing financing statements and other documents in any public offices reasonably requested by Secured Party, and take such other action as Secured Party may deem necessary to perfect the Security Interest created by this Security Agreement; (f) Taxes. Will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (g) Documentary Tax. Will pay all documentary stamp taxes and intangible taxes and any penalties or interest with respect thereto, which may be imposed upon the Debtor, the Secured Party, any Transaction Document or this Agreement, or with respect to any advances or loans by the Secured Party or any Holders to the Debtor or the Borrower; (h) Further Assurances. Will take all other action reasonably requested by the Secured Party to effectuate the intent of this Agreement, to protect and preserve the Collateral, and to protect, preserve and perfect the Security Interest of the Secured Party; including, without limitation, any action required to comply with any laws or regulations governing the assignment of government obligations. 5. Remedies. (a) If an Event of Default shall have occurred and be continuing, without waiving any of its rights under any Transaction Documents, the Secured Party, on behalf of the Secured Party individually and as agent for the Holders, and subject to the terms of the Intercreditor Agreement, shall have all rights and remedies of a secured party under the Code of any applicable jurisdiction and such other rights and remedies as may be available hereunder, under other applicable law or pursuant to contract. Debtor agrees that any notice by Secured Party of the sale or disposition of the Collateral or any other intended action hereunder, whether required by the Code or otherwise, shall constitute reasonable notice to Debtor if the notice is mailed to Debtor by regular or certified mail, postage prepaid, at least ten days before the action to be taken. Debtor also agrees to pay all reasonable costs and expenses incurred by the Secured Party or any Holder in enforcing this Agreement and realizing upon any Collateral (including reasonable attorneys' fees whether or not suit is brought and whether or not incurred in connection with trial, appeals or insolvency action) and the Borrower shall be liable for any deficiencies in the event the proceeds of the disposition of the Collateral do not satisfy the Indebtedness in full. (b) The Debtor agrees that in any sale of any Collateral the Secured Party is hereby authorized to comply with the Imagine Rights and to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law (including, without limitation, compliance with such procedures as may restrict the number of prospective bidders and purchasers of Securities or other Instruments, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral, or in order to obtain any required approval 4 of the sale or of the purchaser by any governmental regulatory authority or official, and the Debtor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Secured Party be liable or accountable to the Debtor for any discount or diminution in value caused by the fact that such Collateral is sold in compliance with any such limitation or restriction. The Debtor further agrees that any sales by the Secured Party shall not be considered to be other than "public sales" within the meaning of Section 679-504 of the Code solely because such sales or solicitations are structured to comply with such limitations or restrictions, the intent of the parties being that any public sale be subject to such limitations and restrictions. (c) Each Debtor agrees that after the occurrence and during the continuance of an Event of Default it will not sell or transfer or permit the sale or transfer of any Securities of the Issuer which are not Collateral if such transfer would reduce the amount of Collateral that could be sold by the Secured Party under Rule 144 or the Securities and Exchange Commission. 6. Securities. If any part of the Collateral is Securities, the following provisions shall apply: (a) Voting Rights. Debtor irrevocably constitutes and appoints Secured Party, whether or not the Securities have been transferred into the name of Secured Party or its nominee, as Debtor's proxy with full power (subject to any prior right of AFL as to AFL Collateral) to: (i) attend all meetings of securities holders of the Issuer held after the date of this Agreement and to vote the Securities at those meetings in such manner as Secured Party shall in its sole discretion deem appropriate, including without limitation, in favor of liquidation of the Issuer; (ii) to consent in the sole discretion of Secured Party to any action by or concerning the Issuer for which the consent of the securities holders of the Issuer is or may be necessary or appropriate; and (iii) without limitation to do all things which Debtor could do as a security holder of the Issuer, giving to Secured Party full power of substitution and revocation. Notwithstanding the foregoing, Debtor alone shall have the rights under this paragraph and Secured Party may not exercise those rights (whether or not the Securities have been transferred into the name of the Secured Party or its nominee) so long as no Event of Default has occurred and is continuing. The proxy contained in this paragraph shall terminate when this Agreement terminates as provided hereafter. Except to the extent otherwise provided in the AFL Collateral Documents or the Intercreditor Agreement, Debtor hereby agrees not to give or permit to exist any other proxies in derogation of this proxy so long as this Agreement is in force. (b) Transfer of Record. After the occurrence and during the continuance of an Event of Default and subject to the prior rights of AFL as to AFL Collateral, Debtor authorizes and appoints Secured Party, as Debtor's attorney-in-fact to transfer all or any part of the Instruments into Secured Party's name or that of its nominee so that Secured Party or its 5 nominee may appear of record or on the records of any securities intermediary as the sole owner of the Instruments. After the occurrence and during the continuance of any Event of Default, Debtor waives all rights to be advised or to receive any notices, statements or communications received by Secured Party or its nominee as such record owner, and agrees that no proxy or proxies issued by Secured Party to Debtor or its designee shall thereafter be effective. (c) Capital Stock. (i) Representations. As to that portion of the Collateral which is composed of capital stock of Issuer ("Shares"), if any, Debtor hereby warrants (A) such Shares have been duly authorized, validly issued and are nonassessable, and (B) such Shares are not subject to any voting trust, shareholder agreement, or other agreement or instrument restricting the disposition, voting, encumbering or other rights of the holder or owner thereof, except as described in Exhibit C, if any. (ii) Covenants. Debtor covenants that (A) it will not vote for or consent to and will oppose any corporate action relating to the amendment of the governing instruments of the Issuer, issuance of additional stock of Issuer or the merger, consolidation, sale of all or any substantial portion of the assets, liquidation, dissolution, recapitalization, capital reclassification, stock split, reverse stock split, stock dividend, exchange, conversion or other extraordinary corporate action on the part of the Issuer (collectively, "Reorganization"), unless such Reorganization is approved in writing by the Secured Party, such approval not to be unreasonably withheld, and which approval shall be deemed given 10 days after notice of a proposed Reorganization to the Secured Party unless a contrary instruction is received from the Secured Party during such period, (B) in the event of any Reorganization, whether or not approved by the Secured Party, all stock, other Securities, or other Distributions, property or proceeds receivable with respect to the Shares shall be delivered directly to the Secured Party to be held as Collateral and Debtor shall execute such stock powers and endorsements as Secured Party may require with respect thereto, (C) it will give written notice to the Secured Party promptly upon learning of any proposal to effect a Reorganization, together with copies of all proxy materials or similar information with respect thereto, and (D) take any and all other action which the Debtor is reasonably able to take that the Secured Party may deem necessary or desirable to ensure that the value, percentage interest, and voting power of the Shares is not diluted or otherwise adversely affected during the term of this Agreement. (iii) Margin Stock. If any of the Shares are margin stock the Borrower represents that no extension of credit by the Secured Party or any other person, including the Indebtedness, has been or will be used for purposes, directly or indirectly, of purchasing or carrying any 6 "margin stock" or is or will constitute a "purpose credit" within the meaning of Regulation U of the Board of Governors of the Federal Reserve System unless and only to the extent specifically stated in a Form FRB U-1 executed and delivered to the Secured Party at or prior to execution of this Agreement and agrees not to use any proceeds of the Indebtedness or any other extension of credit secured by any margin stock for any purposes that would violate Regulation U or other applicable laws or regulations governing margin stock. The Borrower does not engage as a material part of its business in extending credit to securities brokers or for the purpose of purchasing or carrying any margin stock. 7. Distributions. (a) Whether or not a Default has occurred but subject to holders of senior Permitted Encumbrances, Debtor assigns to, and authorizes Secured Party to receive, any interest, principal, dividends, distributions, or other income or payments of whatever nature (whether in cash or in kind) now or hereafter made in respect of the Collateral, including those made in connection with the dissolution, liquidation, sale of assets, merger, consolidation, or other reorganization of the Issuer of the Collateral, or any stock dividend, stock split, recapitalization, reclassification or otherwise (collectively, "Distributions"), to surrender such Collateral or any part thereof in exchange therefor, and to hold any such Distribution as part of the Collateral; provided, however, that Secured Party or its nominee need not collect any Distributions on any Collateral or give any notice of nonpayment with respect to such Distributions and further provided that if no Default shall have occurred (or would result), Debtor may receive for its own account any cash dividends declared and paid on any Securities out of net profits of the Issuer for the period. (b) Except as provided in Section 8(a), Debtor will hold any Distributions on the Shares in trust and deliver them promptly in the form received to Secured Party in the form received to hold as Collateral. Secured Party may apply any such cash Distributions to payment of any of the Indebtedness but, unless an Event of Default has occurred and is continuing, the Secured Party will take direction from the Debtor with respect to such application and Secured Party shall account for and pay over to Debtor any Distributions remaining after full payment of the Indebtedness, subject to the rights of any other person to such Distributions. 8. Miscellaneous Provisions. (a) Perfection. Debtor authorizes Secured Party at Debtor's expense to file any financing statements and/or Control Agreements relating to the Collateral (without Debtor's signature thereon) which Secured Party deems appropriate and Debtor appoints Secured Party as Debtor's attorney-in-fact to execute any such financing statements or Control Agreements in Debtor's name and to perform all other acts which Secured Party deems necessary to perfect and to continue perfection of the Security Interest. (b) Right to Perform Obligations. Upon Debtor's failure to perform any of its duties hereunder, Secured Party may, but it shall not be obligated to, perform any of such duties and Debtor shall forthwith upon demand reimburse Secured Party for any reasonable expenses incurred by Secured Party in so doing. 7 (c) No Waiver. No delay or omission by Secured Party in exercising any right hereunder or with respect to any Indebtedness shall operate as a waiver of that or any other right, and no single or partial exercise of any right shall preclude Secured Party from any other or further exercise of the right or the exercise of any other right or remedy. Secured Party may cure any Default by Debtor in any reasonable manner without waiving the Default so cured and without waiving any other prior or subsequent Default by Debtor. All rights and remedies of Secured Party under this Agreement and under the Uniform Commercial Code shall be deemed cumulative. (d) Care of Collateral, Etc. Secured Party shall exercise reasonable care in the custody and preservation of the Collateral to the extent required by law and it shall be deemed to have exercised reasonable care if it takes such action for that purpose as Debtor shall reasonably request in writing; however, except as otherwise required by law no omission to do any act not requested by Debtor shall be deemed a failure to exercise reasonable care and no omission to comply with any requests by Debtor shall of itself be deemed a failure to exercise reasonable care. Secured Party shall have no obligation to take and Debtor shall have the sole responsibility for taking any steps to preserve rights against all prior parties to any Instrument in Secured Party's possession as Collateral or as proceeds of the Collateral. Debtor waives notice of dishonor and protest of any Instrument constituting Collateral at any time held by Secured Party on which Debtor is in any way liable and waives notice of any other action taken by Secured Party. (e) Application of Payments. All payments on and other proceeds from the Collateral received by Secured Party in accordance herewith directly or from Debtor shall be applied promptly to the Indebtedness as set forth in the Credit Agreement. (f) Enforcement. Secured Party may demand, collect and sue for all proceeds of any Collateral (either in Debtor's name or Secured Party's name at the latter's option), with the right to enforce, compromise, settle or discharge any such amounts. Debtor appoints Secured Party as Debtor's attorney-in-fact to endorse Debtor's name on all checks, commercial paper and other instruments pertaining to Collateral or proceeds. (g) Assignment. The rights and benefits of Secured Party under this Agreement shall inure to any party acquiring an interest in the Indebtedness or any part thereof. (h) Benefit. The terms "Secured Party," "Holder," "Debtor," and "Borrower" as used in this agreement include the heirs, personal representatives and successors or assigns of those parties and this Agreement shall benefit and bind such parties. Except as provided in the Intercreditor Agreement, no other person, including any other shareholders of the Issuer, shall be a beneficiary of this Agreement. If more than one person is named herein as Debtor, the obligation hereunder shall be joint and several. (i) Amendment. This Agreement may not be modified or amended nor shall any provision of it be waived except in writing signed by Debtor and by an authorized officer of Secured Party. (j) Governing Law. This Agreement shall be construed under the Florida Uniform Commercial Code and any other applicable laws of Florida in effect from time to time. (k) Term. This Agreement is a continuing agreement which shall remain in force until Secured Party shall actually receive written notice of its termination and thereafter 8 until all of the Indebtedness contracted for or created before receipt of the notice and any extensions or renewals of that Indebtedness (whether made before or after receipt of the notice), including without limitation all interest thereon both before and after receipt of the notice, shall be paid in full and any commitment of Secured Party or any Holder to extend credit to the Borrower or Debtor shall have terminated. Upon termination of the Agreement, the Secured Party shall take all steps reasonably requested (but at Debtor's cost) by Debtor to release its Security Interest. (l) Notices. Notices required or permitted to be given hereunder shall be given to the parties at the addresses set forth in the introductory paragraphs hereto or at such other address as may be designated in writing from time to time by one party to the other. Any such notices or communications shall be deemed to be received upon the earlier of actual receipt at the address provided or, if mailed, five business days after mailing, postage prepaid, by first class mail. (m) Powers. All powers granted to the Secured Party herein are coupled with an interest and are irrevocable. (n) No Usury. Notwithstanding anything herein or in the Transaction Documents or any evidence of Indebtedness, the Debtor shall not be required to pay nor shall the Secured Party or any Holder be entitled to charge any interest or charges in the nature of interest in excess of that permitted by applicable law and if any such excess is paid or charged, it shall be automatically deemed to be applied against the principal balance of the Indebtedness and, if no principal balance remains, shall be immediately repaid to the Debtor, together with interest on such excess amounts from the date charged at the highest lawful rate (or 25% per annum if there is no rate limitation). The Debtor hereby agrees that the right to require such application of excess charges is its exclusive remedy with respect thereto. (o) Approvals. If this Agreement calls for the approval or consent of the Secured Party, such approval or consent may be given or withheld in the discretion of the Secured Party unless otherwise specified herein. (p) Jurisdiction, Service of Process. (i) Any suit, action or proceeding against the Debtor with respect to this Agreement may be brought in the courts of the State of Florida or in the U.S. District Court for the Middle District of Florida as the Secured Party in its sole discretion may elect, and the Debtor hereby accepts the nonexclusive jurisdiction of those courts for the purpose of any suit, action or proceeding, agrees that any pleadings or service of process may be had in the same manner as is provided for written notice herein and agrees that such service shall be fully effective on Pledgor. (ii) In addition, the Debtor hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any judgment entered by any court in respect to any part thereof brought in the State of Florida and hereby further irrevocably 9 waives any claim that any suit, action or proceeding brought in the State of Florida has been brought in an inconvenient forum. (q) Waiver of Jury Trial. EACH DEBTOR AND SECURED PARTY, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, HEREBY WAIVES ANY RIGHT IT MIGHT OTHERWISE HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION THEREWITH, ANY TRANSACTION DOCUMENT, OR IN THE COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE SECURED PARTY EXTENDING CREDIT TO THE BORROWER. (r) Secured Party as Agent. The provisions of Article XIII of the Credit Agreement shall inure to the benefit of the Secured Party 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 Secured Party therein set forth: (i) The Secured Party is authorized to take all such action as is provided to be taken by it as Secured Party hereunder and all other action incidental thereto. As to any matters not expressly provided for herein or in the Credit Agreement, the Secured Party may request instructions from the Holders and shall act or refrain from acting in accordance with written instructions from the 50% Holders (or, when expressly required by this Agreement or the Credit Agreement, all the Holders) or, in the absence of such instructions, in accordance with its discretion. (ii) The Secured Party 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 Interest, whether impaired by operation of law or by reason of any action or omission to act on its part (other than any such action or inaction constituting gross negligence or willful misconduct). The Secured Party shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by the Debtor. (s) Appointment of Collateral Agents. At any time or times, in order to comply with any legal requirement in any jurisdiction or in order to effectuate any provision of the Transaction Documents, the Secured Party may appoint a bank or trust company or one or more other persons, either to act as collateral agent or agents, jointly with the Secured Party or separately, on behalf of the Secured Party and the Holders with such power and authority as may be necessary for the effectual operation of the provisions hereof and specified in the instrument of appointment (which may, in the discretion of the Secured Party, include provisions for the protection of such collateral agent similar to the provisions of Article XIII of the Credit Agreement and subsection (r) above, provided that the aggregate compensation for the Agent and all such collateral agents which shall be payable by the Debtor shall not exceed the amount of the Agent's fee under Section 13.9 of the Credit Agreement. 10 (t) Releases. The Secured Party shall release Collateral as provided in Section 4.3 of the Credit Agreement. IN WITNESS WHEREOF, the Debtor has executed this instrument as of the date first stated above. DEBTOR RIVERSIDE GROUP, INC. /s/ Edward B. Salem By ___________________________________ Authorized Signer Its _________________ President 11 SCHEDULE OF EXHIBITS
Exhibit Section Reference Title ------- ----------------- ----- A 1 Definition of "Collateral," Description of Pledged Stock B 1 Definition of "Permitted Encumbrances" Permitted Encumbrances
EXHIBIT A (a) 2,002,337 shares of Wickes, Inc. common stock ("Wickes Shares") represented by certificates W0212, W0476, W0479-485, W0486, W0933, and W1049, as such certificates may now or hereafter be exchanged for new certificates, it being the intent of this agreement to pledge all Wickes Shares subject to the prior pledge to AFL. (b) 10,000,000 shares of Greenleaf Technologies Corporation common stock ("Greenleaf Shares") represented by certificates GL2027-GL2045. EXHIBIT B The pledge of security interest of American Founders Life Insurance Company, or its successors or assigns, in the Wickes Shares described on Exhibit A and all identifiable proceeds thereof as provided in the AFL Collateral Documents. The Imagine Rights as to the Wickes Shares. EX-7.13 7 dex713.txt INTERCREDITOR AGREEMENT Exhibit 7.13 INTERCREDITOR AGREEMENT THIS AGREEMENT, dated as of August 24, 1999 between the HOLDERS shown on Exhibit B attached hereto ("Holders"), MITCHELL W. LEGLER, as Agent (the "Agent") for the Holders shown on Exhibit B attached hereto ("Holders") and AMERICAN FOUNDERS LIFE INSURANCE COMPANY ("AFL"). Recitation of Facts A. AFL has lent money (the "AFL Loans") to Riverside Group, Inc. (the "Company") pursuant to documents described on Exhibit A (the "AFL Loan Documents"). B. The AFL Loan Documents are secured by two Florida mortgages and five Georgia deeds to secure debt, all dated as of June 6, 1996 (collectively, the "AFL Mortgages"), and a Pledge Agreement dated as of June 6, 1996 ("AFL Pledge") pledging 2,002,337 shares of Wickes, Inc. common stock (the "Wickes Shares"), which instruments secure the AFL Loans and related obligations, as they may be modified, called (the "AFL Collateral Documents"). The real and personal property subject to the AFL Collateral Documents are collectively called the "Collateral." The AFL Loans and other obligations secured by the AFL Collateral Documents are herein called the "AFL Obligations." C. The Company has issued the Subordinated Notes, defined below, in the aggregate original principal amount of $10,000,000 and said Subordinated Notes are presently held by the persons with their respective addresses and the current principal balances of their respective Subordinated Notes which are all shown on Exhibit B attached hereto ("Holders"). D. The Agent is collateral and servicing agent for all of the Holders and all of the Holders are parties to a Credit Agreement dated as of April 1, 1999 by and among the Agent, the Holders, and the Company (as it may be modified, called the "Credit Agreement"). Said Credit Agreement does not bind AFL in any respect and is mentioned herein for convenience purpose only. Pursuant to the Credit Agreement, the Holders have extended credit to the Company in the aggregate original principal amount of Ten Million Dollars ($10,000,000) (the "Holder Loans"). Proceeds of the Holder Loans are to be used to satisfy in full all of the Subordinated Notes of the Company (the "Subordinated Notes") issued pursuant to the Subordinated Note Agreement dated August 31, 1989, as amended (the "Subordinated Note Agreement"), which notes mature on September 30, 1999 and said notes are described on Exhibit D hereto. E. In consideration for the repayment of all of the Subordinated Notes and making of the Holder Loans, which mature on September 30, 2000 and bear interest at 2% per annum less than the Subordinated Notes (i.e., 11% rather than 13%), the Company has agreed to secure the Holder Loans and related obligations (collectively, the "Holder Obligations") with, among other collateral, second mortgages encumbering the property subject to the AFL Mortgages (the "Subordinate Mortgages") and a second-priority pledge of the Wickes Shares (the "Subordinate Pledge") subject to the first priority AFL Pledge. F. The parties hereto wish to provide for certain agreements relating to the Collateral as more fully set forth herein. Agreement 1. First Priority of the AFL Security Interests in Collateral Payment Priorities. Any other provision of this Agreement to the contrary notwithstanding, the Holders and Agent acknowledge, confirm and irrevocably covenant, warrant and agree that, all rights, title and interests of AFL in the Collateral under and pursuant to the AFL Mortgages, the AFL Pledge and all of the AFL Loan Documents are, and shall continue to be, superior in all respects to any right, title or interest of the Holders and Agent in the Collateral including all proceeds thereof. In addition, effective upon receipt by Agent of written notice from AFL of a default under the AFL Obligations, the Agent's and Holders' rights to receive further payments on the Holder Obligations shall be junior, inferior and subordinate in all respects to, and postponed until payment in full of, the AFL Obligations except as to payments representing proceeds of collateral for the Holder Obligations other than the Collateral and payments made pursuant to any order of a bankruptcy court or another court of competent jurisdiction. Any payments received by the Holders or Agent after Agent receives the aforementioned notice of default from AFL pursuant to this paragraph shall be held in trust by Agent and the Holders for the sole and exclusive benefit of AFL and promptly delivered by the recipient in the form received directly to AFL. If not paid to AFL within three business days after the receipt thereof, the recipient shall pay to AFL interest on said funds at the lesser of; (a) the maximum rate permitted by law, or (b) 18% per annum from date of receipt until full payment is made to AFL. AFL reserves the unfettered right, from time to time, to amend any one or more of the AFL Loan Documents by agreement with the Company and said amendment(s) shall not affect the priority of AFL's liens and security interests in the Collateral which shall continue to be superior and prior to the liens and security interests in the Collateral held be Agent and/or Holders without any requirement to obtain any consent, approval or subordination from Agent and/or Holders. 2. Provision for Future Advances. AFL may make future advances under the AFL Loan Documents: (a) in an unlimited amount for any purpose, in AFL'S sole discretion, related to the Collateral, including, but not limited to, paying property taxes, insurance or other amounts necessary or desirable, in AFL's sole discretion, to protect, preserve, or enhance the value of the Collateral or to protect, preserve, perfect and/ or continue AFL's security interests or priority therein and (b) up to $250,000 in the aggregate for any corporate purpose. Nothing herein shall limit in any way any increases in the principal amount of the AFL Obligations according to the terms thereof (except for future advances as stated above) such as but not limited to AFL's rights to recover its attorney's fees, court costs and costs to cure as stated in the AFL Loan Documents. 3. Release of Real Estate Collateral. Subject to the procedures set forth in this Paragraph 4, upon a Qualifying Transaction of any parcels of real estate Collateral listed on Exhibit C hereto as requested by the Company in writing to AFL (the "Parcels"), the Agent agrees with AFL, within ten days after AFL's request therefor, to release such Parcels from the Subordinate Mortgages provided that 100% of the net proceeds of such transaction are paid to AFL to reduce the AFL Obligations (including the funding of any Prepayment Account described in the AFL Loan Documents) or, if the AFL Loans have been paid in full, to the Agent for payment of the Holder Obligations. For purposes of this section, "net proceeds" shall mean the gross sale price less the Company's and AFL's closing costs payable to parties unrelated to the Company, all as determined by AFL in its sole and absolute discretion. A Qualifying Transaction means any bona fide sale or refinancing of the Collateral for cash or in which the non-cash proceeds are applied as set forth above with the same effect and in the same amount as if the sale or refinancing were entirely for cash, provided however, if the purchaser pays cash of at least forty percent (40%) of the purchase price and AFL is a purchase money lender to said purchaser, AFL may require, without limitation, that the Company guarantee such obligations of the purchaser to AFL and that such guarantee be secured by AFL's lien and security interest of the first priority in all or any part of the Collateral. 4. Escrowed Releases. Paragraph 3 above to the contrary notwithstanding, the Agent has delivered to AFL on an irrevocable basis, pre-executed recordable partial release forms for each and all of the Subordinate Mortgages and for the Subordinate Pledge, in escrow to be released upon satisfaction of the conditions set forth in the preceding paragraph, subject to the procedures set forth below. Agent and Holders hereby irrevocably grant to AFL an irrevocable power-of-attorney, coupled with an interest, with full right of substitution, to take any and all actions which AFL desires to make, as determined by AFL in its sole and absolute discretion, to release one or more Parcels from the Subordinate Mortgages and to release Collateral from the Subordinate Pledge, at any time and in any order, as determined by AFL, in its sole and absolute discretion; provided that such release is made only in connection with a Qualifying Transaction of the released Collateral and that the proceeds are applied as set forth in Paragraph 3. 5. Collateral Agent. AFL agrees with the Agent for the benefit of the Holders that, to the extent that AFL is holding or has control or dominion over any of the Wickes Shares or proceeds of any the Wickes Shares, it shall hold such shares and/or proceeds first, for the account of AFL as the holder of the security interest therein of the first priority, and secondarily, on a junior, inferior and subordinated basis, as agent for the Agent and Holders for the sole and limited purpose of perfecting the Agent's and Holders' second, junior, inferior and subordinate pledge and security interest in such Collateral. AFL shall endeavor not to release any certificates representing the Wickes Shares to the Company or its agents. If any Collateral is held by a financial intermediary, the parties shall provide appropriate instructions to such financial intermediary and obtain its agreement that it is holding such shares for the benefit of AFL as the holder of the security interest of the first priority and, on a junior, inferior and subordinated basis, for the Agent and the Holders. AFL reserves any and all rights which AFL now has or hereafter may have to exercise any and all remedies available to AFL at law, in equity, by contract, including self-help, or otherwise including, but not limited to, the right to exercise a public or private power of sale or to foreclose upon all or any part of the Collateral in whatever order AFL may select in its sole and absolute discretion, in accordance with the AFL Loan Documents. Upon payment in full of the AFL Obligations, AFL shall deliver to the Agent all Collateral and proceeds thereof in its possession. 6. Representations of AFL. AFL hereby represents and warrants to the Agent for the benefit of the Agent and the Holders that, to the extent of AFL's knowledge and belief but without any liability for any misstatement or omission made by AFL herein, AFL believes that: (a) AFL has the full right, power and authority to execute, deliver and perform its obligations under this Agreement without the consent of any other person, including any regulatory agency and all such actions have been authorized by all necessary corporate actions. (b) AFL has not assigned any of its rights in and to the Collateral to any other Person. (c) The total AFL obligations as of June 30, 1999, are $11,796,565, which includes the principal amount of the AFL Loans of $11,344,672, plus accrued but unpaid interest in the amount of $451,893, and all other amounts secured by the AFL Loan Documents. (d) The AFL Loan Documents and AFL Collateral Documents described herein are all material documents evidencing, describing, securing or guaranteeing the AFL. Obligations. 7. Representations, etc.; of the Agent. The Agent hereby represents and warrants to AFL as follows: (a) The Agent has the full right, power and authority to execute, deliver and perform its obligations under this Agreement without the consent of any other person. (b) The Agent is the incumbent Agent under the Credit Agreement and has the full right, power and authority to release Collateral as provided herein without the consent of the Holders. (c) To the best of Agent's knowledge without an independent verification thereof, Agent has the full right, power and authority to execute, deliver and perform its obligations under this Agreement and to bind the Holders without the consent of any other person, including any regulatory agency and all such actions have been authorized by all necessary corporate or other actions. (d) To the best of Agent's knowledge without an independent verification thereof, Holders have not assigned any of Holders' rights in and to the Subordinated Notes, the Subordinated Note Agreement, the Subordinated Mortgages, the Subordinated Pledge, the Holder Loans or any other agreement between Holders and the Company to any other Person except such persons as would take their interests subject to the Holders' obligations under this Agreement. (e) To the best of Agent's knowledge, the total Holder Loans as of the date hereof are $10,434,521, which includes the principal amount of the Holder Loans of $10,000,000, plus accrued but unpaid interest in the amount of $434,521 as of June 30, 1999. (f) To the best of Agent's knowledge without an independent verification thereof, this agreement is binding and enforceable against the Holders and the Agent in accordance with its terms; subject to bankruptcy, fraudulent transfer, moratorium and other laws for the benefit of creditors generally and to the discretion of a court in the enforcement of equitable remedies. (g) Agent has full power to act on behalf of Holders and AFL shall be entitled to rely on any agreement executed by Agent during the entire term of this Agreement without the necessity of confirming or verifying the authority of Agent to act for the Holders or the approval or consent of the Holders. 8. Consent; Waiver. AFL hereby consents to the junior, inferior and subordinated Subordinate Mortgages and Subordinate Pledge, the payment by the Company of the Subordinated Notes on the terms stated herein and agrees not to participate in any action to have such transaction rescinded or avoided. AFL further consents to the specific transaction described herein and irrevocably waives any default or event of default arising under any AFL Loan Document as a result thereof. 9. Disputes. In the event of any dispute between the Company and the Agent or the Holders as to rights to the Wickes Shares or proceeds thereof after satisfaction of the AFL Obligations, AFL shall have the right after ten days written notice to the Agent to interplead the Wickes Shares or proceeds thereof into a court of appropriate jurisdiction in the State of Arizona, in which event AFL shall have no further obligations with respect to such shares. 10. Notices Among Parties, Etc. Each of the parties agrees to use its best efforts to (a) promptly notify the other when it has given notice to the Company of a default, (b) give the same written notice to the other as it gives to the Company of any intended foreclosure or other disposition of Collateral, (c) promptly notify the other when it has taken title to or possession of any Collateral, and (d) as reasonably requested by the other party from time to time, apprise the other party of the status of collection efforts being undertaken with respect to the Collateral. Agent and Holders agree that Agent and Holders will take no action to enforce any of their rights and remedies against the Company with respect to the Collateral for a period of sixty days after sending a notice of default to AFL or for a period of sixty days after receiving a notice of default from AFL. Agent and Holder agree that a default under the Holder Loans will constitute a default under the AFL Loan Documents which will not require a notice from AFL to Agent. 11. AFL's First Priority Not Affected by Amendments, Extensions or Renewals Etc. The first, superior and paramount priority of the AFL's security interests in the Collateral and the junior, inferior and subordinate priority of the Agent and the holders security interests in the Collateral shall not be affected by any amendment, modification, renewal, extension of time for payment or other forbearance or indulgence by either of the parties with respect to the Company's obligations to said party. 12. Continuing Agreement. The first, superior and paramount priority of AFL's security interests in the Collateral shall be a continuing agreement of Agent and Holders and shall terminate only upon mutual agreement of the parties. 13. Time of Filing Financing Statements. The provisions of this Agreement shall be binding irrespective of the time of the recording or filing of any Mortgages or financing statements now or hereafter filed by either of the parties. 14. Amendment; Waiver. No amendment, modification or waiver of any provision of this Agreement, nor any consent to any departure herefrom, shall be effective unless the same shall be in writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any party in any one case shall entitle such party to any other or future notice or demand in the same, similar or other circumstances. 15. No Waiver. No failure or delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any further exercise thereof or the exercise of any right, power or privilege. 16. Rights of Parties. This Agreement shall benefit and bind the parties hereto and their successors and assigns. No other person, including the Company or any trustee in bankruptcy, receiver or other representative of the Company or its assets, shall have any rights hereunder. AFL shall use its good faith efforts not to assign the AFL Obligations or AFL Collateral Documents, or any portion thereof, unless the Assignee shall agree in writing to be bound by this Agreement. The Agent agrees to enter into an agreement substantially the same as this Agreement with any institutional lender refinancing the AFL Obligations provided the principal amount of the debt upon refinancing does not exceed the principal amount of AFL Obligations being refinanced. 17. Notices. All communications provided for hereunder shall be in writing, sent by hand delivery, by United States mail, postage prepaid, or by overnight delivery to the parties, respectively, as follows: (a) If to the Agent, to Mitchell W. Legler 300-A Wharfside Way Jacksonville, FL 32207 If to the Holders, to the addresses shown on Exhibit B attached hereto. (b) If to AFL, at American Founders Life Insurance Company 2720 East Camelback Road Phoenix, AZ 85016 Each party by notice duly given and in accordance with the above provision, may specify a different address for the purposes of this Agreement. 18. Governing Law, Etc. This Agreement shall be governed by and interpreted in court in accordance with the laws of the State of Arizona disregarding its conflict of laws provisions. All parties hereto agree that jurisdiction and venue for the enforcement of this Agreement shall be the State of Arizona and all parties hereby consent to jurisdiction and venue in the State of Arizona, County of Maricopa. 19. Further Assurances. The parties hereto agree to cooperate in carrying out the intent of this Agreement and protecting and reserving the rightful interests of the parties in the Collateral and to afford such further assurances to each other as may be reasonably requested. 20. Counterparts. This Agreement may be executed and delivered in multiple counterparts all of which shall be deemed a single instrument. 21. Agent Capacity. The Agent is acting solely as agent for the Holders and not in Agent's personal capacity. Neither the Agent personally nor any of the Agent's assets shall have any liability hereunder except for gross negligence or willful misconduct, and, in the event of a dispute, AFL agrees to look solely to any assets or interests of the Agent held on behalf of the Holders to satisfy any judgment which may result in such party's action against the Agent from such dispute. 22. Waiver of Defenses, Marshalling Defense, Etc. Agent and Holders hereby waive and release to AFL any and all rights to require marshalling of assets in connection with the exercise of any of the remedies permitted to AFL under the AFL Loan Documents or otherwise permitted by applicable law. AFL reserves full right to exercise its remedies in whatever order it so desires in its sole discretion. Nothing herein shall create, explicitly or implicitly, any duty or obligation on the part of AFL in favor or, or for the benefit of, directly or indirectly, Agent and/or the Holders, except as specifically and expressly set forth herein. Except for any defense specifically and expressly stated in this Agreement, Agent and Holders hereby waive all defenses to the exercise by AFL of any of its remedies and Agent and Holders agree not to assert any defenses or counterclaims in any legal action by AFL to enforce any rights and remedies under any one or more of the AFL Loan Documents. 23. AFL's Condition. This Agreement shall not be effective or binding on AFL in any respect unless and until: (a) the Company and the Agent have verified to AFL that all Subordinated Notes of the Company constituting an aggregate principal indebtedness of the Company of at least Ten Million Dollars have been satisfied in full and all Holders of all Holder Loans representing an aggregate principal indebtedness of at least Ten Million Dollars are parties to the Credit Agreement, have accepted the Holder Loan Note of the Company in the form attached hereto as Exhibit E and are bound by the terms of this Agreement, and (b) AFL receives the legal opinion of the legal counsel for the Agent that this Agreement binds the Holders and is enforceable according to its terms, subject to bankruptcy, insolvency and other laws which affect the rights of creditors generally and the discretion of a court without regard to equitable remedies; provided however, AFL reserves the right, in AFL's sole and absolute discretion, to waive all or any part of these conditions condition by written notice to Agent and the Company. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written. /s/ Mitchell W. Legler ____________________________________ MITCHELL W. LEGLER, as Agent for the Holders AMERICAN FOUNDERS LIFE INSURANCE COMPANY /s/ Wayne Schreck By:_________________________________ Wayne Schreck Name:_______________________________ Pres Title:______________________________ CONSENT AND AGREEMENT Riverside Group, Inc., the debtor with respect to the obligations described above, hereby represents and warrants to AFL that the Recitation of Facts and the information stated in 6(c) and 7(e) stated above are true, correct and complete, and approves and consents to the foregoing agreement, and acknowledges that it is not a beneficiary of the foregoing agreements or entitled to enforce such agreement. Further Riverside Group, Inc. agrees with AFL that a default by Riverside Group, Inc. under the Holder Loans shall constitute a default under the AFL Loan Documents which shall entitle AFL to exercise any and all of its rights and remedies thereunder. RIVERSIDE GROUP, INC. /s/ Edward B. Salem By:_________________________________ Edward B. Salem Name:_______________________________ Authorized Signer Title:______________________________ EXHIBITS: A AFL Loan Documents B Holders: names, addresses, taxpayer identification numbers and balances C Real Estate Collateral D Subordinated Notes E Form of Holder Loan Notes EXHIBIT A AFL LOAN DOCUMENTS 1. Pledge Agreement dated as of June 6, 1996, by and between RGI, Circle Investors, Inc. and AFLIC, a Texas life insurance company ("AFL") 2. Letter dated April 20, from RGI to AFLIC (conformed) amending #1 above. 3. Letter dated April 30, 1997 from Circle Investors, Inc. and AFLIC to Riverside Group, Inc. 4. Promissory Note dated June 6, 1996, in the face amount of $2,566,827, by RGI to AFL 5. Promissory Note dated June 6, 1996, in the face amount of $2,604,109, by RGI to AFL 6. Promissory Note dated June 6, 1996, in the face amount of $2,309,190, by RGI to AFL 7. Promissory Note dated June 6, 1996, in the face amount of $2,851,764, by RGI to AFL 8. Promissory Note dated June 6, 1996, in the face amount of $2,876,081, by RGI to AFL 9. Promissory Note dated June 6, 1996, in the face amount of $2,295,0,00, by RGI to AFL 10. Promissory Note dated June 6, 1996, in the face amount of $2,295,000, by RGI to AFL 11. Balloon Mortgage and Security Agreement dated June 6, 1996 by RGI to AFLIC securing Secured Debts as defined up to $17,797,972 (OR. Vol. 8369, Page 1300, Duval County) Tract A 12. Balloon Mortgage and Security Agreement dated June 6, 1996 by RGI to AFLIC securing Secured Debts as defined up to $17,797,972 (OR. Val. 8369, Page 1300, Duval County) Tract B 13. Deed to Secure Debt and Security Agreement dated June 6, 1996, by RGI to AFLIC recorded June 12, 1996, in the records of the Clerk, Superior Court, Cobb County, Georgia, at Book 9666, Page 0175. 14. Deed to Secure Debt and Security Agreement dated June 6, 1996, by RGI to AFLIC recorded June 12, 1996, in the records of the Clerk, Superior Court, Cobb County, Georgia, at Book 9666, Page 0210. 15. Deed to Secure Debt and Security Agreement dated June 6, 1996, by RGI to AFLIC recorded June 12, 1996, in the records of the Clerk, Superior Court , Cobb County, Georgia, at Book 9666, page 0242. 16. Deed to Secure Debt and Security Agreement dated June 6, 1996, by RGI to AFLIC recorded June 12, 1996, in the records of the Clerk, Superior Court, Cobb County, Georgia, at Book 9666, Page 0273. 17. Deed to Secure Debt and Security Agreement dazed June 6, 1996, by RGI to AFLIC recorded June 12, 1996, in the records of the Clerk, Superior Court, Cobb County, Georgia, at Book 9666, Page 0308. 18. Any and all financing statements pertaining to the above. Exhibit B Holders of Notes Holder Principal Amount Cecil Altmann $1,000,000 c/o Mr. Bob Elliott 3251 Prospect Street NW Washington, DC 20001 Creek Farms Corp. $ 150,000 c/o W. Radford Lovett Southcoast Capital One Independent Drive, Suite 1600 Jacksonville, FL 32202 Lovco, Inc. $ 100,000 c/o W. Radford Lovett Southcoast Capital One Independent Drive, Suite 1600 Jacksonville, FL 32202 East Adams Corporation $ 250,000 P.O. Box 4069 (32201) 1010 E. Adams Street Jacksonville, FL 32242 Fujita Investment Co., Ltd. $1,000,000 International Finance Dept. 4-6-15, Sendagaya Shibuya-Ku, Tokyo 151-8570 Japan Gerlach & Company $ 430,000 c/o Mr. Tom Krasner Harch Capital Management 621 NW 53rd Street, Suite 620 Boca Raton, FL 33487 Kirschner, Kenneth M. $1,000,000 c/o Leboeuf, Lamb, Greene & MacRae, LLP 50 N. Laura Street, Suite 2800 Jacksonville, FL 32202 Pitt & Co. $2,070,000 c/o Mr. Michael Bowen Palm Beach Investment Advisors 249 Royal Palm Way, Suite 400 Palm Beach, FL 33480 Southern Farm Bureau Casualty Insurance Company $1,000,000 1800 E. County Line Road Ridgeland, MS 39157 Hare & Co. NY $1,000,000 c/o Midland Advisors Company One Midland Plaza Sioux Falls, SD 57193 American Centennial Insurance Company $1,000,000 1415 Foulk Road, Suite 200 Wilmington, DE 19803 Frederick H. Schultz 1994 Trust $1,000,000 c/o Mr. Frederick H. Schultz Schultz Investments 1181 N. Adams Street Jacksonville, FL 32202 Exhibit C 15-Jul-99 ACRES SMALL COMMERCIAL 3 0.981 5 3.012 A 1.405 B-2 2.951 8.349 LARGE COMMERCIAL 5 1.5 5A 8.61 9 13.66 10 23.7 11 13.9 12 12.8 Phase V 6.765 80.935 OFFICE Oakdale 1.03 1 5.23 2A 5.28 2B 6.4 3 10.25 6C 2.095 7 6.34 8 6.92 1C 3.94 47.485 Highlands Subtotal 136.769 Belfort Office Phase 3 6.83 Exhibit D Subordinated Notes Holder Principal Amount Cecil Altmann $1,000,000 Creek Farms Corp. $ 150,000 Lovco, Inc. $ 100,000 East Adams Corporation $ 250,000 Fujita Investment Co., Ltd. $1,000,000 Gerlach & Company $ 430,000 Kirschner, Kenneth M. $1,000,000 Pitt & Co. $2,070,000 Southern Farm Bureau Casualty Insurance Company $1,000,000 Hare & Co. NY $1,000,000 American Centennial Insurance Company $1,000,000 Frederick H. Schultz 1994 Trust $1,000,000 Exhibit E [FORM OF NOTE] April 1, 1999 Number _______________ $_______________________ THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR UNDER THE SECURITIES LAWS OF ANY JURISDICTION, AND MUST BE HELD INDEFINITELY UNLESS IT IS TRANSFERRED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS, OR AFTER RECEIPT OF AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO RIVERSIDE GROUP, INC., TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED, AND THE TRANSFER DOES NOT VIOLATE ANY APPLICABLE SECURITIES LAW. RIVERSIDE GROUP, INC. SECURED PROMISSORY NOTE DUE SEPTEMBER 30, 2000 RIVERSIDE GROUP, INC., a Florida corporation (hereafter referred to as "the Company") for value received, hereby promises to pay to the order of _____________________________ or registered assigns, on the date specified in the title of this Note, the principal sum of $_________________________ at the office of the Agent (as defined below) in Jacksonville, Florida, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest from April 1, 1999, semiannually in arrears on March 31 and September 30 of each year commencing September 30, 1999, on the outstanding principal amount hereof from time to time at said office, in like coin or currency, at the rate of 13% per annum from and including April 1, 1999 to and including __________________, 1999 and thereafter at the rate of 11% per annum until the principal sum hereof has been paid in full. Any principal amounts payable hereunder, and to the extent permitted by law, any accrued interest, which are not paid when due shall bear interest from the date due until paid at fourteen percent (14%) per annum. The entire outstanding principal balance hereof shall be due and payable on September 30, 2000. This Note is one of a duly authorized issue of Notes of the Company, designated as set forth on the face hereof (the "Notes"), issued or to be issued under and pursuant to a Credit Agreement by and among the Company, the original Holders of the Notes and the Agent ("Agent") as defined in such agreement, dated as of ______________, 1999 (the "Agreement"), to which Agreement and all agreements supplemental thereto reference is hereby made for a description of the rights, limitation of right, obligations, duties and immunities thereunder of the Company and the Holders of the Notes. As described in the Agreement, this Note is secured by, among other collateral, second liens on certain real property and shares of Wickes, Inc. stock owned by the Company and encumbered by first liens in favor of American Founders Life Insurance Company (together with its successors and assigns, called "AFL") securing certain obligations of the Company to AFL (the "AFL Obligations"). AFL and the Agent have entered into an Intercreditor Agreement, a form of which is attached to the Agreement (the "Intercreditor Agreement"), providing for certain rights and obligations of the Agent, AFL and the Holders from time to time of the Notes ("Holders"). By acceptance of this Note, the Holder agrees to be bound by the terms of the Agreement and the Intercreditor Agreement as it relates to the Holders. Effective upon receipt by the Agent of written notice from AFL of a default under the AFL Obligations, the rights of the Holder of this Note to receive further payments on this Note shall be junior, inferior, and subordinate in all respects to, and postponed until payment in full of, the AFL Obligations except as to payments representing proceeds of collateral for this Note which is not collateral for the AFL Obligations and to payments made pursuant to any order of a bankruptcy court or another court of competent jurisdiction. By acceptance of this Note, the Holder hereof agrees that (a) any payments received by it after the Agent receives the aforementioned notice of default from AFL shall be held in trust by the Holder for the sole and exclusive benefit of AFL and promptly delivered by the Holder in the form received directly to AFL as directed by AFL to the Agent; (b) if any such amounts are not paid to AFL within three business days after the receipt thereof by the Holder, the Holder shall pay to AFL interest on such amounts at the a lesser of 18% per annum simple interest of the maximum rate permitted by law from the date of receipt until full payment is made to AFL; (c) AFL shall have the unfettered right, from time to time, to amend any one or mope of the loan documents relating to the AFL Obligations by agreement with the Company and such amendments shall not affect the priority of AFL's liens and security interests in its collateral, which shall continue to be superior and prior to the liens and security interests in such collateral of the Agent and/or the Holders without any requirements to obtain any consent, approval or subordination from the Agent and/or the Holders. By acceptance of this Note, the payee represents and warrants for the benefit of AFL and the Agent as follows: (1) The Agent has the full right, power and authority to execute and deliver and perform the Agent's obligations under the Intercreditor Agreement without the consent of any other person; (2) As of the date of delivery of this Note by the Company, the person named as Agent in the Intercreditor Agreement is the incumbent agent under the Agreement and has the full right, power and authority to release Collateral (as defined in the Intercreditor Agreement) as provided in the Intercreditor Agreement without the consent of the Holders of the Notes; (3) The payees of the Notes, by execution of the Agreement, have authorized the Agent to execute, deliver and perform the Agent's obligations under the Intercreditor Agreement and to bind Holders of the Notes to the terms thereof; and the execution, delivery and performance of the Agreement has been authorized by all necessary corporate and other actions on behalf of the payee of this Note; and (4) The Agent has full power to act on behalf of the Holders of these Notes and AFL shall be entitled to rely upon any agreement executed by the Agent during the term of the intercreditor Agreement without the necessity of confirming or verifying the authority of the Agent to so act on behalf of the Holders of the Notes and without the necessity of obtaining the approval or consent of such Holders. (5) Agent has the full right, power and authority to execute, deliver and perform its obligations under this Agreement and to bind the Holders without the consent of any other person, including any regulatory agency and all such actions have been authorized by all necessary corporate or other actions on the part of the payee. (6) The payee has not assigned any of its rights in and to the Subordinated Notes, the Subordinated Note Agreement, the Subordinated Mortgages, the Subordinated Pledge, the Holder loans (as such terms are defined in the Intercreditor Agreement) or any other agreement between the payee and the Company to any other person except such persons as would take their interests subject to the payee's obligations under the Credit Agreement and Intercreditor Agreement. (7) The Intercreditor Agreement is binding and enforceable against the Holder and the Agent in accordance with its terms; subject to bankruptcy, fraudulent transfer, moratorium and other laws for the benefit of creditors generally and to the discretion of a court in the enforcement of equitable remedies. The Holder of this Note acknowledges and agrees that AFL and the Agent shall be entitled to rely upon the provisions set forth in this Note. The Agreement contains provisions permitting the Company and the Agent, with the written consent of the Holders of more than 50 percent of the aggregate principal amount of the Notes at the time outstanding ("50% Holders") to amend any of the provisions of the Agreement or modify in any manner the rights of the Holders of the Notes; provided, however, that no such amendment shall (i) reduce the principal amount of Notes whose Holders must consent to an amendment or waiver; (ii) reduce the rate of or extend the time for payment of interest, including defaulted interest, on any Note; (iii) reduce the principal of or extend the fixed maturity of any Note or alter the redemption provisions thereof; (iv) waive a default in the payment of the principal of or the interest on, or redemption or other payment with respect to, any Note; (v) make any Note payable in money other than that stated in the Note or (iv) alter the provisions of the Agreement so as to reduce the percentage of Holders of Notes required to consent to any amendment of the Agreement or of this Note or to waive compliance with any term of the Agreement or of this Note. It is also provided in the Agreement that, prior to any declaration accelerating the maturity of the Notes, the 50% Holders at the time outstanding may on behalf of the Holders of all of the Notes direct the Agent to waive any past default under the Agreement and its consequences, except a default in the payment of, principal of, or premium, if any, or interest on, the Notes. Any such consent or waiver by any Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Note and any Notes which may be issued in exchange or substitution hereof, irrespective of whether or not any notation thereof is made upon this Note or such other Notes. In case an Event of Default, as defined in the Agreement, shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Agreement. No reference herein to the Agreement and no provision of this Note or of the Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at the respective times, at the rate and in the coin or currency herein prescribed. This Note may be prepaid at the option of the Company as a whole, or from time to time in part, on any date prior to maturity, upon giving notice of such prepayment not less than 15 nor more than 60 days prior to the date fixed for prepayment to the Holder hereof, all as provided in the Agreement, provided that accrued interest to the date fixed for prepayment shall be also be paid together with such prepayment. Upon the occurrence of a Change of Control Event (as defined in the Agreement), the 50% Holders have the right, in the Agreement, to direct the Agent to require the Company to purchase all or a portion of the Notes in this manner, for the price and on the terms described in the Agreement. Such repurchase election shall be binding on all Holders of Note as to their ratable share of the aggregate principal to be purchased. The Company shall, unless otherwise directed in writing by the Agent or 50% Holders, make all payments due hereunder to the Agent on behalf of the Holders and shall be fully protected in doing so. In all respects, unless otherwise directed by 50% Holders, the Company may rely upon any action of the Agent as representing the action of the Holders of the Notes. The Holder hereof, if it is a citizen or organized under the laws of any jurisdiction other than the United States of America or any political subdivision thereof, (i) represents to the Company that under applicable law and treaties no taxes will be required to be withheld by the Company with respect to any payments to be made to the Holder hereunder, (ii) has furnished to the Company either U.S. Internal Revenue Service Form 4224 or Form 1001 (wherein the Holder claims entitlement to complete exemption from United States federal withholding tax on all payments hereunder), (iii) will furnish the Company a new form 4224 or Form 1001, or similar statement or documents, upon the obsolescence of any previously delivered form and (iv) will comply from time to time with all applicable United States laws and regulations with respect to withholding tax exemption. No interest herein may be transferred to any person that is a citizen or organized under the laws of any jurisdiction other than the United States of America or any political subdivision thereof unless the transferee in writing represents to the Company and agrees to the provisions of this paragraph. [The remainder of this page is blank intentionally.] IN WITNESS WHEREOF, RIVERSIDE GROUP, INC. has caused this Note to be signed in its name by its ______________ President, its corporate seal to be imprinted hereon, and attested by its Secretary. RIVERSIDE GROUP, INC. By:___________________________ Dated: _________________ Its ________________ President [CORPORATE SEAL] Attest: ______________________________ Secretary EX-7.14 8 dex714.txt LETTER OF AGREEMENT Exhibit 7.14 RIVERSIDE GROUP, INC. August 30, 1999 Imagine Investments, Inc. 8150 North Central Expressway Dallas, Texas 75206 Attn: Gary Goltz, illegible Dear Ladies and Gentlemen: Pursuant to that certain "Stock Pledge Agreement" between Riverside Group, Inc. ("Riverside") and Imagine Investments, Inc. ("Imagine") of even date herewith, Riverside has pledged to Imagine 921,845 shares of the issued and outstanding common capital stock of Wickes, Inc. (the "Stock") currently standing in the name of Riverside as security for the loan made by Imagine to Riverside on even date herewith (the "Loan"). Pursuant to Section 8.1 of the Stock Pledge Agreement, Riverside hereby requests that Imagine release its lien on 81,970 shares of the Stock (the "Released Shares") so that those shares may be sold. Imagine hereby represents that the proceeds from the sale of the Released Shares, in accordance with Section 8.1 of the Stock Pledge Agreement, will be used and applied towards those items set forth on Exhibit A attached hereto and incorporated herein by reference. Furthermore, as set forth in Section 8.4 of the Stock Pledge Agreement, the proceeds from the sale of the Released Shares will be deposited into a restricted account, and disbursement therefrom shall require the signature of Harry Carneal or an authorized Imagine representative. With your permission, Riverside has not delivered the certificates evidencing the Released Shares to Imagine for the closing of the Loan. Instead, in the interest of time, Riverside has retained the certificates and will immediately make the necessary arrangements to sell the Released Shares. Please acknowledge your agreement to the foregoing and the release and sale of the Released Shares for the purposes set forth on Exhibit A by signing below where provided. Sincerely, Riverside Group, Inc. /s/ Catherine J. Gray By: ______________________________ Catherine J. Gray Title: Senior Vice President Imagine Investments hereby agrees to release the Released Shares from the lien created thereon by the Stock Pledge Agreement in order for the Released Shares to be sold for those purposes set forth on Exhibit A this 30/th/ day of August, 1999. Imagine Investments, Inc. /s/ Harry T. Carneal By: __________________________ Harry T. Carneal Title: Executive Vice President EX-7.20 9 dex720.txt FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT Exhibit 7.20 FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT (Investment Property) THIS FIRST AMENDMENT TO SECURITY AGREEMENT is made as of September 15, 2000 between: RIVERSIDE GROUP, INC. 7800 Belfort Parkway, Suite 100 Jacksonville, FL 32256 (the "Debtor") and MITCHELL W. LEGEER, as agent for the Holders (as defined below) 300-A Wharfside Way Jacksonville, FL 32207 (the "Secured Party") Recitation of Facts The Debtor is obligated to the holders (together with their successors and assigns, and persons who may later become holders, called "Holders") of certain secured 11% Promissory Notes dated as of April 1, 1999 (as they may be renewed or modified, called the "Notes") issued pursuant to a Credit Agreement of even date herewith (as it may be modified called the "Credit Agreement") by and among the initial Holders, the Secured Party and the Debtor. The Notes, the Credit Agreement and all present and future obligations of the Debtor to the Holders or the Secured Party of whatever nature, liquidated or contingent, incurred in connection with the Notes, the Credit Agreement, this Agreement or other Transaction Documents, as they may be modified or extended, are herein called the "Indebtedness." In connection therewith, the Debtor and the Secured Party executed a Security Agreement dated as of April 1, 1999 (the "Original Agreement") whereby the Debtor granted the Secured Party a security interest in certain collateral of the Debtor. The Debtor is currently in default on the Notes and in consideration of the Holders agreement to forbear until December 31, 2000 pursuant to a Forbearance Agreement made as of May 8, 2000 and amended as of August 14, 2000 (as amended, the "Forbearance Agreement"), the Debtor wishes to amend the Original Agreement to grant to the Holders an additional security interest in 3,119,067 shares of the common stock of Buildscape, Inc. (the "Buildscape Shares"). Agreement IN CONSIDERATION of the mutual benefits contained herein and to induce the Holders to extend credit constituting indebtedness secured hereby, the parties hereto agree as follows: 1. Definitions. The preceding defined terms and following terms shall be added to Section 1 of the Original Agreement: "Imagine Collateral" means the first priority lien in the Buildscape Shares granted to Imagine Investments, Inc. "Imagine Collateral Documents" means the documents evidencing the lien of Imagine in the Buildscape Shares. "Transaction Documents" means (a) this Agreement, (b) any Control Agreement, (c) the Notes, (d) the Credit Agreement and all other Collateral Documents, as defined in the Credit Agreement, and (e) the Forbearance Agreement. All terms used herein which are not otherwise defined herein shall have the same meaning as is ascribed to them in the Original Agreement. 2. Warranties of Debtor. The Debtor represents and warrants to the Secured Party that: the warranties of the Debtor contained in the original Agreement or delivered in connection with the Original Agreement continue to be true and correct in all material respects as of the date hereof. The Debtor further represents and warrants to the Secured Party that, except as otherwise described in the Forbearance Agreement, the Debtor is in full compliance with the covenants and agreements of the Debtor set forth in the Credit Agreement, the Original Agreement, and the other Collateral Documents. 3. Securities. Sections 6(a) and 6(b) of the Original Agreement is amended and restated in its entirety as follows: 6. Securities. If any part of the Collateral is Securities, the following provisions shad apply: (a) Voting Rights. Debtor irrevocably constitutes and appoints Secured Party, whether or not the Securities have been transferred into the name of Secured Party or its nominee, as Debtor's proxy with full power (subject to any prior right of AFL as to AFL Collateral and subject to any prior right of Imagine Investments, Inc. as to the Imagine Collateral) to: (i) attend all meetings of securities holders of the Issuer held after the date of this Agreement and to vote the Securities at those meetings in such manner as Secured Party shall in its sole discretion deem appropriate, including without limitation, in favor of liquidation of the Issuer; (ii) to consent in the sole discretion of Secured Party to any action by or concerning the Issuer for which the consent of the securities holders of the Issuer is or may be necessary or appropriate; and (iii) without limitation to do all things which Debtor could do as a security holder of the Issuer, giving to Secured Party full power of substitution and revocation. Notwithstanding the foregoing, Debtor alone shall have the rights under this paragraph and Secured Party may not exercise those rights (whether or not the Securities have been transferred into the name of the Secured Party or its 2 nominee) so long as no Event of Default has occurred and is continuing. The proxy contained in this paragraph shall terminate when this Agreement terminates as provided hereafter. Except to the extent otherwise provided in the AFL Collateral Documents, the Intercreditor Agreement, or the Imagine Collateral Documents, Debtor hereby agrees not to give or permit to exist any other proxies in derogation of this proxy so long as this Agreement is in force. (b) Transfer of Record. After the occurrence and during the continuance of an Event of Default and subject to the prior rights of AFL as to AFL Collateral, and the prior rights of Imagine Investments, Inc. as to the Imagine Collateral, Debtor authorizes and appoints Secured Party, as Debtor's attorney-in-fact to transfer all or any part of the Instruments into Secured Party's name or that of its nominee so that Secured Party or its nominee may appear of record or on the records of any securities intermediary as the sole owner of the Instruments. After the occurrence and during the continuance of any Event of Default, Debtor waives all rights to be advised or to receive any notices, statements or communications received by Secured Party or its nominee as such record owner, and agrees that no proxy or proxies issued by Secured Party to Debtor or its designee shall thereafter be effective. 4. Exhibits. (a) Exhibit A of the Original Agreement is hereby amended and restated in its entirety to read as follows: EXHIBIT A (a) 2,002,337 shares of Wickes, Inc. common stock ("Wickes Shares") represented by certificates W0212, W0476, W0479-485, W0486, W0933, and W1049, as such certificates may now or hereafter be exchanged for new certificates, it being the intent of this agreement to pledge all Wickes Shares subject to the prior pledge to AFL. (b) 10,000,000 shares of Greenleaf Technologies Corporation common stock ("Greenleaf Shares") represented by certificates GL2027-GL2045, less any Greenleaf Shares previously sold in compliance with this Agreement or the Forbearance Agreement. (c) 3,119,067 shares of Buildscape, Inc. common stock represented by certificate no. 5 ("Buildscape Shares"). (b) Exhibit B of the Original Agreement is hereby amended and restated in its entirety to read as follows: EXHIBIT B The pledge of security interest of American Founders Life Insurance Company, or its successors or assigns, in the Wickes Shares described on Exhibit A and all identifiable proceeds thereof as provided in the AFL Collateral Documents. 3 The Imagine Rights as to the Wickes Shares. The pledge of a security interest to Imagine Investments, Inc. in the Buildscape Shares described on Exhibit A and all identifiable proceeds thereof as provided in the Imagine Collateral Documents, to the extent of a maximum aggregate principal amount of $2,400,000.00. 5. Additional Covenant. The Debtor hereby covenants and agrees that it shall not permit the debt secured by the Imagine Collateral to exceed $2.4 million in principal amount and that it shall cause Imagine to acknowledge writing that the priority its lien in the Buildscape Shares is senior to that of in the Secured Party only to the extent of a principal balance not to exceed $2.4 million. 6. Ratification. Subject to the provisions in this Agreement, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. 7. No Novation. Nothing in this First Amendment or in any documentation executed in connection therewith shall be deemed to be a novation of the obligations of the Debtor under the Credit Agreement or any related documents referred to therein. IN WITNESS WHEREOF, the parties have executed this instrument as of the date first stated above. DEBTOR RIVERSIDE GROUP, INC. /s/ Edward B. Salem By _________________________________________ Its Authorized Signer SECURED PARTY ____________________________________________ Mitchell W. Legler, as agent for the Holders 4 ABOVE SPACE RESERVED FOR RECORDING DATA After Recording Please Return to: JOHN M. WELCH, JR., Attorney Foley & Lardner 200 Laura Street P.O. Box 240 Jacksonville, FL 32201-0240 MODIFICATION TO DEED TO SECURE DEBT AND SECURITY AGREEMENT This Modification to Deed to Secured Debt and Security Agreement ("Agreement") is made as of the 15 day of September, 2000, by and between RIVERSIDE GROUP, INC. (the "Grantor") and MITCHELL W. LEGLER, as Agent for the Holders, as hereafter defined (the "Grantee"). Recitation of Facts A. The Grantor, as borrower, is obligated to the holders of certain secured 11 Promissory Notes dated as of April 1, 1999 (as they have been or may be renewed or modified, called the "Notes") issued pursuant to a Credit Agreement dated as of April 1, 1999 (the "Credit Agreement") by and among the holders, the Grantee and the Grantor. B. The Notes and the obligations of the Grantor to the holder and/or the Grantee under the Credit Agreement and other Collateral Documents as defined in the Credit Agreement, are secured by, among other Collateral, a mortgage lien on and security interest in certain real and personal property described in the Deed to Secured Debt and Security Agreement from the Grantor to the Grantee dated as of April 1, 1999 and recorded in Deed Book 12837, Page 470, public records of Cobb County, Georgia (the "Security Deed"). C. The Grantor is in default under the Notes and the Credit Agreement. The Grantor and the Grantee have executed a Forbearance Agreement dated as of May 8, 2000 and amended as of August 14, 2000 (as amended, the "Forbearance Agreement") pursuant to which the Grantee has agreed not to exercise certain remedies available to it, subject to the terms and conditions contained in the Forbearance Agreement (the "Forbearance Agreement"). D. The parties hereto wish to provide record notice of the Forbearance Agreement and certain provisions contained therein. Agreement In consideration of the mutual agreements contained herein and for other good and valuable consideration and to induce the Grantee to enter into the Forbearance Agreement, the parties hereto agree as follows: 1. Definitions. The capitalized terms used herein shall have the meanings ascribed to them in the Security Deed unless other meanings are set forth herein. 2. Obligation. Pursuant to the Forbearance Agreement, the Grantor has agreed, among other things, to make certain payments under the Notes, to increase the interest rate of the Notes from 11 % to 17% per annum and to limit certain payments to officers and Affiliates and to grant the Holders a lien or certain shares of stock as additional collateral. The term "Obligation," as used in the Security Deed, shall mean the present and future obligations of the Grantor under the Notes, the Credit Agreement, and the Forbearance Agreement, and all present and future obligations of the Grantor to the Holders or the Grantee of whatever nature, liquidated or contingent, incurred in connection with the Notes, the Credit Agreement, the Forbearance Agreement, this Agreement, the Security Deed, or any other Collateral Documents, as defined in the Credit Agreement, as modified by the Forbearance Agreement and as they may be further modified or extended. 3. Representations. The Grantor hereby represents and warrants to the Grantee and the Holders that there are no liens, encumbrances or claims against the Secured Debt Property other than Permitted Encumbrances and that all other representations and warranties of the Grantor contained in the Security Deed are true and correct in all material respects as of the date hereof. 4. No Novation. The parties hereto agree that nothing herein or in the forbearance agreement, or otherwise, is intended to constitute a novation of the Security Deed or the Obligation secured by the Security Deed or to impair perfection or priority of any lien or security interest presently securing the obligation. 5. Ratification. The Grantor hereby represents to the Grantee that it has no defenses, counterclaims, offsets or claims against the Grantee in any way relating to the Notes, the Credit Agreement, the Forbearance Agreement, or the Security Deed or relating to the administration of the loan evidenced by the Notes, and to the extent the Grantor has or has had any defense, counterclaim, offset or claim, the Grantor does hereby release and waive them in consideration of the additional extension of credit and renewal set forth herein. The Grantor hereby further represents and warrants that the representations and warranties contained in the Credit Agreement and the Security Deed are true and correct as of the date hereof. The Grantor acknowledges that the provisions of this paragraph have been separately bargained for and are a principal inducement to the Grantee to enter into this agreement. 6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. 7. Benefit. This Agreement shall benefit and bind the parties hereto and their successors and assigns. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. 2 Signed, sealed and delivered in the presence of: RIVERSIDE GROUP, INC. /s/ Julie Riggs /s/ Edward B. Salem _____________________________________ Print name_____________________________ Julie Riggs Print name___________________________ _______________________________________ /s/ Mark A. Keener Edward B. Salem _____________________________________ Print name_____________________________ Mark A. Keener Authorized Signer Print name___________________________ Its____________________________________ Post office address of executing party. 7800 Belfort Parkway, Ste. 100 Jacksonville, Florida 32207 3 STATE OF FLORIDA COUNTY OF DUVAL The foregoing instrument was acknowledged before me this 15th day of September, 2000, by Edward B. Salem, the Authorized Signor of Riverside Group, Inc., a Florida corporation, on behalf of the corporation. Such person (notary must check applicable box) [X] is/are personally known to me; or [_] produced a current Florida driver's license as identification; or [_] produced _______________________ as identification. /s/ Laura A. Blunt [Affix Notary Seal] _________________________________________ Laura A. Blunt _________________________________________ [Print or type name] Notary Public, State of Florida at Large Commission No. __________________________ My Commission Expires:___________________ ___________________________________________ MITCHELL W. LEGLER, as Agent for the __________________________________ Holders Print name________________________ __________________________________ Post office address of executing party. Print name________________________ 300-A Wharfside Way Jacksonville, Florida 32207 STATE OF FLORIDA COUNTY OF DUVAL The foregoing instrument was acknowledged before me this ____ day of September, 2000, by Mitchell W. Legler, as _________________________________, the ___________________ of Riverside Group, Inc., a Florida corporation, on behalf of the corporation. Such person (notary must check applicable box) [_] is/are personally known to me; or [_] produced a current Florida driver's license as identification; or [_] produced _______________________ as identification. [Affix Notary Seal] _________________________________________ _________________________________________ [Print or type name] Notary Public, State of Florida at Large Commission No.___________________________ My Commission Expires:___________________ 4 STOCK TRANSFER ASSIGNMENT FOR VALUE RECEIVED, Riverside Group, Inc. does hereby sell, assign and transfer unto _______________________________, THREE MILLION, ONE HUNDRED NINETEEN THOUSAND SIXTY SEVEN (3,119,067) shares of the capital stock of Buildscape, Inc. standing in such transferor's name on the books of said Company represented by Certificate No. 5 herewith and does hereby irrevocably constitute and appoint _________________________________________________________ attorney to transfer the said stock on the books of the within named Company, with full power of substitution in the premises. Dated: _________________________________ RIVERSIDE GROUP, INC. /s/ Edward B. Salem By ________________________________ Edward B. Salem Its Authorized Agent EX-7.21 10 dex721.txt ESTOPPEL AGREEMENT Exhibit 7.21 ESTOPPEL AGREEMENT THIS AGREEMENT, made this 20th day of Feb., 2001, by and between RIVERSIDE GROUP, INC. ("Borrower") and Imagine Investments, Inc. ("Purchaser"). RECITALS: A. As of April 1, 1999, pursuant to that certain Credit Agreement dated as of April 1, 1999 by and among Borrower, the parties executing the agreement as Holders, and Mitchell W. Legler as agent for the Holders, as amended (the "Credit Agreement"), the Holders made a loan to Borrower in the original principal amount of $10,000,000.00 (the "Loan") evidenced by certain promissory notes dated April 1, 1999 (the "Notes"). B. The Purchaser now desires to acquire certain of the Notes from the Holders. NOW THEREFORE, to induce Purchaser to acquire certain of the Notes, and intending to be legally bound, the Borrower represents, warrants, covenants and agrees as follows: 1. Terms. As used herein, terms shall have the meanings set forth in the Credit Agreement. 2. Representations and Warranties. Borrower ratifies and confirms the existence, validity and enforceability of the Notes and all instruments securing the Notes, and represents and warrants that upon the date of the execution of this Agreement: (a) The only principal payment on the Loan was in the amount of $500,000.00 paid to the Agent in five separate payments from June 15, 2000 to August 14, 2000, and interest payments totaling $849,506.86 were paid to Holders during the year 2000. (b) $9,500,000.00 in principal amount plus $1,083,909.08 in interest calculated to February 15, 2001 is owed on the Notes. (c) there are no claims, counterclaims, defenses, setoffs, or deductions which Borrower now has with respect to the indebtedness represented by the aforesaid Notes, or against the Holders arising out of any of the Notes or any instrument securing any of the Notes or any other activities, communications or relationships existing between any of the Borrower and any of the Holders, the Agent or their representatives. 3. Waiver. To the extent that there are any claims, counterclaims, defenses, setoffs, or deductions which Borrower now has or may have with respect to the indebtedness represented by the aforesaid Notes, or against the Holders or Agent or their representatives arising out of any of the Notes or any instrument securing any of the Notes or any other actions, activities, communications, courses of conduct or relationships existing between any of the Borrower and any of the Holders or Agent, the Borrower hereby irrevocably and unconditionally waives and releases the same. Furthermore, in connection with the Purchaser's acquisition of the Notes, Borrower hereby waives the requirement of delivery of a written opinion of counsel pursuant to Section 12.1 of the Credit Agreement. 4. Miscellaneous. Borrower acknowledges and consents to the fact that Purchaser will rely on the foregoing representations, warranties and waivers in connection with Purchasers acquisition of the Notes. This instrument shall inure to the benefit of and be binding upon the heirs, personal representatives, successors and assigns of the parties. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written. RIVERSIDE GROUP, INC. /s/ J. Steven Wilson By:_______________________________ Name: J. Steven Wilson Title: President and CEO Accepted and Approved: IMAGINE INVESTMENTS, INC. /s/ Gary M. Goltz By:_______________________________ Name: Gary M. Goltz Title: V.P. EX-7.22 11 dex722.txt ASSIGNMENT OF NOTES AND INTEREST Exhibit 7.22 ASSIGNMENT OF NOTES AND INTEREST IN COLLATERAL DOCUMENTS THIS ASSIGNMENT OF NOTES AND INTEREST IN COLLATERAL DOCUMENTS ("Assignment") is made and entered into as of the 7th day of February, 2001, by and between CECIL ALTMANN, whose address is 145 route de Vovray, 74160 Archamps, France (hereinafter referred to as "Assignor"), and (ii) IMAGINE INVESTMENTS, INC., a Delaware corporation, with principal office and place of business at Suite 1901, 8150 North Central Expressway, Dallas, TX 75206 (hereinafter referred to as "Assignee"). RECITALS: A. On or about April 1, 1999, Assignor made a loan to Riverside Group, Inc., a Florida corporation ("Borrower"), in the original principal amount of One Million Dollars ($1,000,000.00) (the "Loan"), as evidenced by two certain Promissory Notes, each in the face principal amount of Five Hundred Thousand Dollars ($500,000.00) and dated April 1, 1999 (the "Notes"). B. The Loan was made pursuant to a Credit Agreement dated as of April 1, 1999 pursuant to which the Assignor and others (in the aggregate the "Holders") made loans to the Borrower aggregating Ten Million Dollars ($10,000,000.00). The Credit Agreement was entered into between the Borrower, the parties executing same as Holders, and Mitchell W. Legler, (the "Agent") acting as agent for the Holders. C. In accordance with the Credit Agreement, the Agent, acting for the Holders, entered into a certain Intercreditor Agreement, dated as of August 24, 1994, with American Founders Life Insurance Company and certain collateral documents with the Borrower, encumbering assets of the Borrower. Further, the Agent, acting for the Holders, entered into a Forbearance Agreement, dated as of May 8, 2000, and an Amendment To Forbearance Agreement, dated as of August 14, 2000 (together the "Forbearance Agreements"). Pursuant to the Forbearance Agreements additional collateral for the Loan was granted by the Company to the Agent, acting for the Holders (all collateral presently securing the Loan is referred to herein as the "Collateral", and all documentation evidencing the encumbrance and pledging of such collateral is referred to herein as the "Collateral Documents"). The Credit Agreement, the Intercreditor Agreement, the Notes, the Forbearance Agreements and the Collateral Documents together are referred to herein as the "Loan Documents"). D. Assignee now desires to acquire all of Assignor's right, title and interest in and to the Loan, the Notes, all Collateral and any other security then for, the Collateral Documents and all other Loan Documents, in exchange for the sum hereinafter described, upon the terms and conditions set forth herein. AGREEMENT: NOW, THEREFORE, in consideration of payment of the "Consideration," as hereinafter defined, by Assignee to Assignor, and the mutual promises and covenants contained herein, Assignor and Assignee do hereby agree as follows: 1. CONSIDERATION. As consideration for the assignments made herein, Assignee has paid to Assignor the sum of Eight Hundred Thousand Dollars ($800,000,00) (the "Consideration"). Page 1 2. ASSIGNMENT. Assignor hereby assigns to Assignee, without recourse, Assignor's entire right, title and interest in and to the Loan, the Notes, all Collateral and other security therefor, the Collateral Documents and all other Loan Documents, and Assignee hereby accepts such assignment and agrees to be bound by all of the provisions undertaken by Assignor therein. This assignment specifically includes all "voting" or "consent" rights of Assignor under or related to any and all of the Loan, Documents. This instrument shall operate as a bill of sale and assignment. 3. CLAIMS. Assignor hereby further assigns his entire right, title and interest in and to any clams that he may have against Borrower arising out of, or in connection with, the Loan, to Assignee. 4. DELIVERIES AT CLOSING; ESCROW PROCEDURES. Contemporaneously with the execution of this Assignment, Assignor has delivered or caused to be delivered, to Greenebaum Doll & McDonald, 3300 National City Tower, Louisville, KY 40202, escrow agent for the Assignor and Assignee, (the "Escrow Agent"): (i) This Assignment, properly executed; (ii) The original Notes, accompanied by separate "endorsements" (the "Endorsements") referencing the Notes executed by Assignor "Pay to the order of Imagine Investments, Inc., without recourse"; (iii) A Notice of Assignment addressed to the Agent and (iv) A Request for Waiver of Requirement of Opinion of Counsel addressed to the Borrower. Assignee has delivered to the Escrow Agent the Consideration in "good funds." The Assignor and Assignee hereby request and instruct the Escrow Agent to: (a) accept this Assignment and the Notes, Endorsements, Notices, Request and Consideration; (b) Deliver the Notice to the Agent and Request to the Borrower; (c) accept from the Agent his agreement (oral or written) to the form of Notice of Assignment addressed to him; (d) accept receipt from the Borrower of a "waiver" of the requirements of a legal opinion as required by Section 12.1 of the Credit Agreement; and (e) upon receipt of each of the aforesaid items to wire the Consideration to the Assignor at M+T Bank, N.Y., N.Y. for account Cecil Altmann #8889900950 and deliver to the Assignee the Notes and Endorsements and copies of other documentation held in escrow. 5. REPRESENTATIONS AND WARRANTIES. Assignor represents and warrants to Assignee as follows: (a) The only principal payment on the Loan was in the amount of Fifty Thousand Dollars ($50,000.00) paid August 15, 2000, and the two most recent interest payments were Sixteen Thousand Dollars ($16,000.00) paid September 10, 2000 and Thirteen Thousand Eight Hundred Dollars ($13,800.00) paid October 31, 2000. The outstanding unpaid principal balance of the Loan therefore is Nine Hundred Fifty Thousand Dollars ($950,000.00). As of December 31, 2000, the accrued but unpaid interest owing was Ninety Four Thousand Six Hundred Twenty Six Dollars ($94,626.00). As of December 31, 2000, therefore, the outstanding principal plus accrued but unpaid interest was One Million Forty Four Thousand Six Hundred Twenty Six Dollars ($1,044,626.00). Page 2 (b) He is the owner and holder of the Notes and the rights assigned hereunder, free and clear of all rights, liens, security interests, encumbrances and the like, and has not previously pledged, discounted, sold or released any interest in the Notes or rights assigned hereunder. No other party has any rights in the Notes or interest in any of Assignor's interests being assigned hereunder. (c) There are no offsets, counterclaims or defenses to the Notes. 6. ESCROW AGENT. Escrow Agent joins herein solely for the purpose of undertaking to perform only such duties as are set forth herein. Escrow Agent may (a) act in reliance on any writing, instrument or signature which it in good faith believes to be genuine, (b) assume the validity and accuracy of any statement or assertion contained in any such writing or instrument, and (c) assume that any person purporting to give any writing notice, advice or instruction in connection with the provisions hereof has been duly authorized to do so. Assignor and Assignee hereby agree to indemnify and hold Escrow Agent harmless against any and all losses, damages, costs and expenses that may be incurred by it by reason of its compliance in good faith with the terms of this Agreement. Escrow Agent shall have no liability under this Escrow Agreement excepts for loses resulting from its gross negligence or willful misconduct. 7. FURTHER ACTS. Assignor agrees that he will, at any time, and from time to time, after the date hereof, upon the request of Assignee, do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, all such further acts, assignments, transfers, conveyances, documents and assurances, as may be required to complete the transactions contemplated herein. 8. CHOICE OF LAW. This Assignment shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky. 9. COUNTERPARTS AND FACSIMILES. This Assignment, and any other document referenced herein, may be executed by counterparts, and by signatures to documents transmitted by facsimile, and all such facsimile signatures and counterparts shall be deemed original signatures binding on the parties. 10. COUNTERPARTS AND FACSIMILES. This Assignment shall be binding upon and inure to the respective heirs, personal representatives, successors and assigns of Assignor and Assignee. 11. BINDING EFFECT. This Assignment shall be binding upon and inure to the respective heirs, personal representatives, successors and assigns of Assignor and Assignee. IN WITNESS WHEREOF, this Assignment has been executed by the parties hereto as of the day, month and year first above written. Page 3 /s/ Cecil Altman _________________________________________ CECIL ALTMAN ("Assignor") IMAGINE INVESTMENTS, INC. /s/ Gary M. Goltz By:______________________________________ V.P. Title:___________________________________ ("Assignee") GREENEBAUM DOLL & MCDONALD PLLC /s/ Michael M. Fleishman By:______________________________________ Title:___________________________________ ("Escrow Agent") /s/ Catherine Zelus ________________________ ) Catherine Zelus Florence de Tugny ) SS: ________________________ ) Florence de Tugny The foregoing instrument was acknowledged before me on this 7th day of February, 2001, by Cecil Altman. _________________________________________ Notary Public My Commission Expires:___________________ State of Texas ________________________ ) County of Dallas ) SS: ________________________ ) The foregoing instrument was acknowledged before me on this 7th day of February, 2001, by Gary M. Goltz, as Vice President of Imagine Investments, Inc., a Delaware corporation, on behalf of said corporation. /s/ Diane K. Sadler _________________________________________ Notary Public September 26, 2004 My Commission Expires:___________________ [SEAL] Page 4 Commonwealth of Kentucky ) ) SS: County of Jefferson ) The foregoing instrument was acknowledged before me on this 7th day of February, 2001, by Michael M. Fleishman, as ____________________ of Greenebaum Doll & McDonald PLLC, a Kentucky professional limited liability company, on behalf of said company. /s/ Patricia J. O'Brian _________________________________________ Notary Public 8/23/03 My Commission Expires:___________________ [SEAL] Page 5 EX-7.23 12 dex723.txt ASSIGNMENT OF NOTES AND INTEREST Exhibit 7.23 ASSIGNMENT OF NOTES AND INTEREST IN COLLATERAL DOCUMENTS THIS ASSIGNMENT OF NOTES AND INTEREST IN COLLATERAL DOCUMENTS ("Assignment") is made and entered into as of the 15th day of February, 2001, by and between Southern Farm Bureau Casualty Insurance Company, a Mississippi insurance corporation, whose address is 1800 East County Line road, Ridgeland, MS 39157 (hereinafter referred to as "Assignor"), and (ii) IMAGINE INVESTMENTS, INC., a Delaware corporation, with principal office and place of business as Suite 1901, 8150 North Central Expressway, Dallas TX 75206 (hereinafter referred to as "Assignee"). RECITALS: A. On or about April 1, 1999, Assignor made a loan to Riverside Group, Inc., a Florida corporation ("Borrower"), in the original principal amount of One Million Dollars ($1,000,000.00) (the "Loan"), as evidenced by a certain Promissory Note, or promissory Notes, in the aggregate face principal amount of One Million Dollars ($1,000,000.00) and dated April 1, 1999 (the "Notes"). B. The Loan was made pursuant to a Credit Agreement dated as of April 1, 1999, pursuant to which the Assignor and others (in the aggregate the "Holders") made loans to the Borrower aggregating Ten Million Dollars ($10,000,000.00). The Credit Agreement was entered into between the Borrower, the parties executing same as Holders, and Mitchell W. Legler, (the "Agent") acting as agent for the Holders. C. In accordance with the Credit Agreement, the Agent, acting for the Holders, entered into a certain Intercreditor Agreement, dated as of August 24, 1999, with American Founders Life Insurance Company and certain collateral documents with the Borrower, encumbering assets of the Borrower. Further, the Agent, acting for the Holders, entered into a Forbearance Agreement, dated as of May 8, 2000, and an Amendment to forbearance Agreement, dated as of August 14; 2000, (together the "Forbearance Agreements"). Pursuant to the Forbearance Agreements, additional collateral for the Loan was granted by the Company to the agent, acting for the Holders (all collateral presently securing the Loan is referred to herein as the "Collateral", and all documentation evidencing the encumbrance and pledging of such collateral is referred to herein as the "Collateral Documents"). The Credit Agreement, the Intercreditor Agreement, the Notes, the Forbearance Agreements and the Collateral Documents together are referred to herein as the "Loan Documents"). D. Assignee now desires to acquire all of Assignor's right, title and interest in and to the Loan, the Notes, all Collateral and any other security therefor, the Collateral Documents and all other Loan Documents, in exchange for the sum hereinafter described, upon the terms and conditions set forth herein. AGREEMENT: NOW, THEREFORE, in consideration of payment of the "Consideration," as hereinafter defined, by Assignee to Assignor, and the mutual promises and covenants contained herein, Assignor and Assignee do hereby agree as follows: 1. CONSIDERATION. As consideration for the assignments made herein, Assignee has paid to Assignor the sum of Eight Hundred Forty Six Thousand Seven Hundred Page 1 and Twelve Dollars and Seventy Seven Cents ($846,712.77) (the "Consideration"), plus the sum of Three Hundred Fifty Three Dollars and Ninety Seven Cents ($353.97) for each day beyond February 15, 2001 until disbursement is made to the Assignor." 2. ASSIGNMENT. Assignor hereby assigns to Assignee, without recourse, Assignor's entire right, title and interest in and to the Loan, the Notes, all Collateral and other security therefor, the Collateral Documents and all other Loan Documents, and Assignee hereby accepts such assignment and agrees to be bound by all of the provisions undertaken by Assignor therein, including, but not limited to, the payment of Assignor's ratable share of any and all unpaid attorney's fees to Mitchell W. Legler, P.A. relating to, or arising out of, the Loan, the Notes, all Collateral and other security therefor, the Collateral Documents and all other Loan Documents as incurred by the Holders as of the day, month and year first above written. This assignment specifically includes all "voting" or "consent" rights of Assignor under or related to any and all of the Loan Documents. This instrument shall operate as a bill of sale and assignment. 3. CLAIMS. Assignor hereby further assigns its entire right, title and interest in and to any claims that it may have against Borrower arising out of, or in connection with, the Loan, to Assignee. 4. DELIVERIES AT CLOSING; ESCROW PROCEDURES. Contemporaneously with the execution of this Assignment, Assignor has delivered, or caused to be delivered, to Greenebaum Doll & McDonald, 3300 National City Tower, Louisville, KY 40202, escrow agent for the Assignor and Assignee, (the "Escrow Agent"): (i) This Assignment, properly executed; (ii) The original Notes, accompanied by separate "endorsements" (the "Endorsements") referencing the Notes executed by Assignor "Pay to the order of Imagine Investments, Inc., without recourse"; (iii) A Notice of Assignment addressed to the Agent and (iv) A Request for Waiver of Requirement of Opinion of Counsel addressed to the Borrower. Assignee has delivered to the Escrow Agent the Consideration in "good funds." The Assignor and Assignee hereby request and instruct the Escrow Agent to: (a) accept this Assignment and the Notes, Endorsements, Notices, Request and Consideration; (b) Deliver the Notice to the Agent and Request to the Borrower, (c) Accept from the Agent his agreement (oral or written) to the form of Notice of Assignment addressed to him; (d) accept receipt from the Borrower of a "waiver" of the requirements of a legal opinion as required by Section 12.1 of the Credit Agreement; and (e) upon receipt of each of the aforesaid items to wire the Consideration to the Assignor at Trustmark National Bank, Jackson, MS, ABA account-number 065300279 for credit to Southern Farm Bureau Casualty Insurance Company account-number 1000301710 phone advice Bill Crosswhite (601) 957-4433 and deliver to the Assignee the Notes and Endorsements and copies of other documentation held in escrow. 5. REPRESENTATIONS AND WARRANTIES. Assignor represents and warrants to Assignee as follows: Page 2 (a) The only principal payment on the Loan was in the amount of Fifty Thousand Dollars ($50,000.00) paid August 15, 2000, and the two most recent interest payments were Sixteen Thousand Dollars ($16,000.00) paid September 30, 2000, and Thirteen Thousand Eight Hundred Dollars $13,800.00) paid October 31, 2000. The outstanding unpaid principal balance of the Loan therefore is Nine Hundred Fifty Thousand Dollars ($950,000.00). As of today's date, the accrued but unpaid interest owing is as recited in Section 1 above. (b) Assignor is the owner and holder of the Notes and the rights assigned hereunder, free and clear of all rights, liens, security interests, encumbrances and the like, and has not previously pledged, discounted, sold or released any interest in the Notes or rights assigned hereunder. No other party has any rights in the Notes or interest in any of Assignor's interests being assigned hereunder. (c) To best of Assignor's knowledge there are no offsets, counterclaims or defenses to the Notes. (d) Assignor has completed, executed, acknowledged and delivered, all such acts, assignments, transfers, conveyances, documents and assurances required to complete the transactions contemplated herein. 6. ESCROW AGENT. Escrow Agent joins herein solely for the purpose of undertaking to perform only such duties as are set forth herein. Escrow Agent may (a) act in reliance on any writing, instrument or signature which it in good faith believes to be genuine, (b) assume the validity and accuracy of any statement or assertion contained in any such writing or instrument, and (c) assume that any person purporting to give any writing, notice, advice or instruction in connection with the provisions hereof has been duly authorized to do so. Assignor and Assignee hereby agree to indemnify and hold Escrow Agent harmless against any and all losses, damages, costs and expenses that may be incurred by it by reason of its compliance in good faith with the terms of this Agreement. Escrow Agent shall have no liability under this Escrow Agreement except for losses resulting from its gross negligence or willful misconduct. 7. CHOICE OF LAW. This Assignment shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky. 8. COUNTERPARTS AND FACSIMILES. This Assignment, and any other document referenced herein, may be executed by counterparts, and by signatures to documents transmitted by facsimile, and all such facsimile signatures and counterparts shall be deemed original signatures binding on the parties. 9. BINDING EFFECT. This Assignment shall be binding upon and inure to the respective heirs, personal representatives, successors and assigns of Assignor and Assignee. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Page 3 IN WITNESS WHEREOF, this Assignment has been executed by the parties hereto as of the day, month and year first above written. SOUTHERN FARM BUREAU CASUALTY INSURANCE COMPANY illegible By:_________________________________________ AVP - Investment Manager Title:___________________________________ ("Assignor") IMAGINE INVESTMENTS, INC. /s/ Gary M. Goltz By:_________________________________________ V.P. Title:___________________________________ ("Assignee") GREENEBAUM, DOLL & McDONALD, PLLC Michael M. Fleishman By:_________________________________________ Member Title:___________________________________ ("Escrow Agent") Page 4 STATE OF MISSISSIPPI (S) (S) COUNTY OF MADISON (S) The foregoing instrument was acknowledged before me this 15th day of February, 2001, by _______illegible__________, AVP - Investment Manager of Southern Farm Bureau Casualty Company, a Mississippi corporation, on behalf of said corporation. /s/ Ann G. Saucier __________________________________________ Notary Public Ann G. Saucier __________________________________________ March 10, 2002 My Commission Expires: ___________________ STATE OF TEXAS (S) (S) COUNTY OF DALLAS (S) The foregoing instrument was acknowledged before me this 12th day of April, 2001, by Gary M. Goltz, Vice President, of Imagine Investments, Inc., a Delaware corporation, on behalf of said corporation. /s/ Diane K. Sadler __________________________________________ Notary Public __________________________________________ September 26, 2004 My Commission Expires: __________________ Page 5 EX-7.24 13 dex724.txt NON RECOURSE ASSIGNMENT OF LOAN DOCUMENTS Exhibit 7.24 NON RECOURSE ASSIGNMENT OF LOAN DOCUMENTS THIS ASSIGNMENT OF LOAN DOCUMENTS (this "Assignment") is made as of the 15th day of February, 2001 by and between AMERICAN CENTENNIAL INSURANCE CO., a Delaware corporation, having an address at 3501 Silverside Road, Wilmington, DE 19810 ("Assignor") and IMAGINE INVESTMENTS, INC., a Delaware corporation, having a principal office and place of business at Suite 1901, 8150 North Central Expressway, Dallas, TX 75206 "Assignee"). 1. ASSIGNMENT. In consideration for the sum of EIGHT HUNDRED FORTY SEVEN THOUSAND SIXTY-SIX DOLLARS AND 74/100 CENTS ($847,066.74) which has been duly received, Assignor does hereby grant, bargain, sell, assign, transfer, and set over to Assignee, its successors and assigns, without recourse, all right, obligation, title, and interest the Assignor has in and to the Loan and Loan Documents set forth on Schedule 1 attached hereto and made a part hereof (collectively, the "Loan Documents"), and Assignor hereby agrees to accept such transfer and assignment and agrees to be bound by all of the provisions undertaken by Assignor therein. 2. REPRESENTATIONS AND WARRANTIES. Assignor represents and warrants to Assignee as follows: (a) The only principal payment on the Loan was in the amount of Fifty Thousand Dollars ($50,000.00) paid August 15, 2000, and the two most recent interest payments were Sixteen Thousand Dollars ($16,000.00) paid September 30, 2000 and Thirteen Thousand Eight Hundred Dollars ($13,800.00) paid October 31, 2000. The outstanding unpaid principal balance of the Loan therefore is Nine Hundred Fifty Thousand Dollars ($950,000.00). (b) Assignor is the owner and holder of the Notes and the rights assigned hereunder, free and clear of all rights, liens, security interests, encumbrances and the like, and has not previously pledged, discounted sold or released any interest in the Notes or rights assigned hereunder. No other party has any rights in the Notes or interest in any of Assignor's interests being assigned hereunder. Except as set forth in subsections (a) and (b) above, this Assignment is made without any warranties or representations of any kind whatsoever, expressed or implied, or by operation of law. NO WARRANTIES OR REPRESENTATIONS WHATSOEVER, EXPRESSED OR IMPLIED, ARE, OR HAVE BEEN MADE BY ASSIGNOR OR ANYONE ACTING ON THE BEHALF OF ASSIGNOR. THE LOAN AND LOAN DOCUMENTS ARE ASSIGNED AND TRANSFERRED WITHOUT ANY RECOURSE WHATSOEVER, EITHER EXPRESS OR IMPLIED, AND ON AN "AS IS" AND "WITH ALL FAULTS" BASIS. 3. WAIVER. Assignor shall not be liable for or be bound in any manner by any, and Assignee hereby waives and shall be forever barred from asserting any claim against the Assignor with respect to, (1) any alleged expressed or implied representations, warranties, promises, covenants, agreements, statements or information pertaining to the Loan or the collateral therefore, claimed to be made or furnished by Assignor or by any agent, contractor, attorney, employee, servant or other person representing or purporting to represent the Assignor, or (2) any allegations of bad faith, breach of the implied covenant of good faith and fair dealing, fraud, or conspiracy, or (3) any other claim relating in any way to the Loan, Loan Documents or this Assignment. Page 1 4. RELEASE. The Assignee hereby releases and forever discharges Assignor, Assignor's counsel(s), servants, directors, officers, employees, shareholders, predecessors, successors, assigns and affiliates (all such related persons or entities herein collectively called the "Related Party"), of and from any and all causes of action, claims, demands and remedies of whatsoever kind or nature that Assignee now has, or may in the future have, against Assignor and/or any Related Party in any manner, on account of, arising out of or related to the Loan, Loan Documents, or this Assignment, except for the express warranties set forth in this Assignment, or (ii) the use, ownership, control, operation or condition of any property encumbered as security under the Loan, including, without limitation, the presence or release of any hazardous or toxic fluids, substances or materials on such property. 5. COVENANT OF ASSIGNEE. Assignee hereby covenants and agrees that it: (a) will pay all fees and expenses of Assignor (or Assignor's proportionate share thereof) that Assignor would otherwise be responsible for under the Credit Agreement including, without limitation, all outstanding legal fees and expenses that were incurred by Assignor (or on behalf of Assignor) prior to the date of this Agreement. (b) shall not (1) institute any legal action in the name of the Assignor; or (2) use or refer to the name of Assignor, or any name derived therefrom or confusingly similar therewith to promote Assignee's sale, collection or management of the Loan or Loan Documents. 6. INDEMNIFICATION. Assignee hereby agrees to indemnify, hold harmless and defend Assignor, together with any Related Party (Assignor and all such Related Party herein collectively called the "Indemnified Parties" or singularly, the "Indemnified Party"), from and against any claims for attorney's fees and expenses referred to in paragraph 5(a) above. 7. SURVIVAL. All of the foregoing provisions shall survive the consummation of the Assignment contemplated hereby. 8. ESCROW AMOUNTS HELD BY AGENT. Notwithstanding anything to the contrary herein, Assignor is not assigning Assignor's pro rata interest in any escrow monies being held by the Agent, Mitchell W. Ledgler, Esq. (which interest equals approximately 2,000), which sums will remain the sole property of Assignor. 9. COUNTERPARTS. This Assignment may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, this Assignment has been executed this 15th day of February by Assignee and Assignor. Page 2 ASSIGNOR: /s/ Carolyn A. Scully By:_____________________________ Carolyn A. Scully Name:___________________________ Asst. Vice President, Controller, Treasurer Title:__________________________ ASSIGNEE: /s/ Gary M. Goltz By:_____________________________ Gary M. Goltz Name:___________________________ Vice President Title:__________________________ Page 3 ACKNOWLEDGEMENT STATE OF TEXAS : : SS COUNTY OF DALLAS I CERTIFY that on February 16, 2001, Gary M. Goltz personally came before me and this person acknowledged under oath, to my satisfaction that: (a) this person signed, sealed and delivered the attached document as Vice President of Imagine Investments, Inc., a corporation of the State of Delaware, named in this document; (b) this document was signed and delivered by the corporation as its voluntary act and deed by virtue of authority from its Board of Directors. /s/ Diane K. Sadler ___________________________________________ Diane K. Sadler Notary's Printed Name:_____________________ Texas Notary Public of___________________________ September 26, 2004 My Commission Expires:_____________________ Page 4 ACKNOWLEDGEMENT STATE OF DELAWARE : : SS COUNTY OF NEW CASTLE I CERTIFY that on February 15, 2001, Carolyn Scully personally came before me and this person acknowledged under oath, to my satisfaction that: (a) this person signed, sealed and delivered the attached document as Asst. Vice President of American Centennial Insurance Co., a corporation of the State of Delaware, named in this document; (b) this document was signed and delivered by the corporation as its voluntary act and deed by virtue of authority from its Board of Directors. /s/ Lois H. Hall _______________________________________ Lois H. Hall Notary's Printed Name:_________________ Delaware Notary Public of_______________________ February 1, 2004 My Commission Expires:_________________ Page 5 SCHEDULE 1 Loan in the principal amount of One Million Dollars ($1,000,000.00) (the "Loan") extended Riverside Group, Inc. ("Riverside") by Assignor, on or about April 1, 1999 (as may have been ended, modified, restated and/or reaffirmed, the "Loan") and the following documents (collectively, the "Loan Documents") (a) Credit Agreement dated as of April 1, 1999 by and among Assignor, Riverside and others (the "Credit Agreement"); (b) Promissory Note in the aggregate face principal amount of One Million Dollars ($1,000,000.00) dated April 1, 1999 given by Riverside in favor of Assignor (the "Note"); (c) Forbearance Agreement dated as of May 8, 2000 as amended by the Amendment to Forbearance Agreement dated as of August 14, 2000; and (d) Any other documents executed in connection with or related to the Loan, the Credit Agreement and the Note. Page 6 EX-7.26 14 dex726.txt ALLONGES Exhibit 7.26 ALLONGE To $280,000.00 Promissory Note dated April 1, 1999 from Riverside Group, Inc. to Bost & Co., successor to Gerlach & Co. Being Note Number 008 Pay to the order of IMAGINE INVESTMENTS, INC., a Delaware corporation (the "Buyer"), without recourse, together with the undersigned's rights title and interests under and to the Credit Agreement between Riverside Group, Inc., the undersigned and certain other parties dated of even date with the above described promissory note and all collateral and other security therefor. Executed as of July _____, 2001. BOST & CO. /s/ Michael Visone By______________________________ Michael Visone, Officer Its___________________________ ALLONGE To $150,000.00 Promissory Note dated April 1, 1999 from Riverside Group, Inc. to Bost & Co. as successor to Gerlach & Co. Being Note Number 009 Pay to the order of IMAGINE INVESTMENTS, INC., a Delaware corporation (the "Buyer"), without recourse, together with the undersigned's rights title and interests under and to the Credit Agreement between Riverside Group, Inc., the undersigned and certain other parties dated of even date with the above described promissory note and all collateral and other security therefor. Executed as of July _____, 2001. BOST & CO. /s/ Michael Visone By__________________________________ Michael Visone, Officer Its_______________________________ ALLONGE To $30,000.00 Promissory Note dated April 1, 1999 from Riverside Group, Inc. to Pitt & Co. Being Note Number 010 Pay to the order of IMAGINE INVESTMENTS, INC., a Delaware corporation (the "Buyer"), without recourse, together with the undersigned's rights title and interests under and to the Credit Agreement between Riverside Group, Inc., the undersigned and certain other parties dated of even date with the above described promissory note and all collateral and other security therefor. Executed as of July 5, 2001. Pitt & Co. By W.R. Huff Asset Management Co., L.L.C., as investment adviser By [ILLEGIBLE] -------------------------------- Its Counsel ---------------------------- ALLONGE To $30,000.00 Promissory Note dated April 1, 1999 from Riverside Group, Inc. to Pitt & Co. Being Note Number 011 Pay to the order of IMAGINE INVESTMENTS, INC., a Delaware corporation (the "Buyer"), without recourse, together with the undersigned's rights title and interests under and to the Credit Agreement between Riverside Group, Inc., the undersigned and certain other parties dated of even date with the above described promissory note and all collateral and other security therefor. Executed as of July 5, 2001. Pitt & Co. By W.R. Huff Asset Management Co., L.L.C., as investment adviser By [ILLEGIBLE] ----------------------------------- Its Counsel -------------------------------- EX-7.32 15 dex732.txt AMENDMENT TO LOAN AGREEMENT Exhibit 7.32 AMENDMENT TO LOAN AGREEMENT AND NOTE THIS AMENDMENT TO LOAN AGREEMENT AND NOTE ("Amendment") entered into on June 25, 2002 (the "Amendment Date"), by and between Imagine Investments, Inc., a Delaware corporation ("Lender"), whose address is 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206 and Riverside Group, Inc., a Florida corporation ("Borrower"), whose address is 7800 Belfort Parkway, Suite 100, Jacksonville, Florida 32256. WHEREAS, On August 31, 1999, Borrower and Lender entered into that certain Loan Agreement (as the same may have been amended, modified, renewed, extended or restated from time to time, the "Loan Agreement"); WHEREAS, pursuant to that certain First Amendment to Loan Agreement and Stock Pledge Agreements (the "First Amendment") dated August 31, 2000 between Borrower and Lender, Borrower executed and delivered to Lender that certain First Amended and Restated Promissory Note in the principal amount of Two Million Twenty-One Thousand Six Hundred Twenty-Eight and .01/100 Dollars ($2,021,628.01) (the "Note") WHEREAS, Borrower has requested and, subject to the terms and conditions of this Amendment, Lender has agreed, to extend the maturity of the Indebtedness (as defined in the Loan Agreement) as further evidenced by the Note and the other Loan Documents to September 30, 2002. NOW, THEREFORE, notwithstanding anything to the contrary contained in the Note or any of the other Loan Documents, Borrower and Lender agree as follows: 1. Defined Terms. All terms used herein and not otherwise defined herein shall have the meanings given to them in the Loan Agreement. 2. Reaffirmation of Indebtedness. Borrower and Lender hereby acknowledge and confirm that: (a) the outstanding principal balance and accrued interest of the Note as of the Amendment Date is equal to $2,496,264.77, (b) Borrower's obligation to repay the outstanding principal balance and accrued interest of the Note and all other Indebtedness is unconditional and not subject to any offsets, defenses or counterclaims, and (c) by entering into this Amendment, Lender does not waive or release any term or condition of the Note or the other Loan Documents or any of its rights or remedies under such Loan Documents, or applicable law, except as set forth herein. 3. Interest. Effective as of December 15, 2000, notwithstanding anything to the contrary contained in the Note or the other Loan Documents, the interest on the unpaid principal of the Indebtedness is hereby amended to accrue at the rate of twelve and three fourths of one percent (12.75%) per annum until all of the Indebtedness (including, without limitation, principal and interest) is indefeasibly paid in full. 4. Payment of Principal and Interest on the Indebtedness. Effective as of December 15, 2000, the Note and each of the other Loan Documents are hereby amended to extend the maturity date of the Indebtedness (regardless of the stated date of the maturity of the Indebtedness for the Note or the other Page 1 Loan Documents) to September 30, 2002, at which time all Indebtedness (including, without limitation, principal and interest) shall be due and payable in full. 5. Reinstatement of Note and Loan Documents. Lender, without prejudice to or waiver of any right or remedy available to it by reason of the occurrence subsequent to the date hereof of any event or condition constituting a Possible Default or Event of Default or any other default or event of default that has occurred and is continuing under the Note or the other Loan Documents hereby agrees to take no action with respect to any such Possible Default or Event of Default or any other default or event of default that has occurred and is continuing under the Note or the other Loan Documents which heretofore has occurred. Borrower and Lender hereby agree that the Note and the Loan Documents are fully reinstated in accordance with their terms and conditions, as amended, by this Amendment, as if no Possible Default or Event of Default or any other default or event of default that has occurred and is continuing under the Note or the other Loan Documents had occurred in the payment of the Indebtedness prior to the date of this Agreement. It is expressly understood that Lender will and does hereafter require full performance of any and all terms, conditions and requirements of all Loan Documents, as amended by this Amendment. It is further understood and agreed that the validity and perfection of the liens and security interests granted under the Loan Documents are not diminished or impaired in any way by this Amendment. Borrower agrees to perform and/or observe the terms and provisions of the Loan Documents to which it is a party, as amended by this Amendment. 6. No Commitment to Make Further Advances. Notwithstanding anything to the contrary contained herein or in any other Loan Document (including, without limitation, the Loan Agreement) any and all commitments of Lender to advance funds or issue letters of credit to, or on behalf of, Borrower are hereby terminated and Lender shall have no further obligation to advance funds or issue letters of credit to, or on behalf of, Borrower. 7. Expenses. All expenses incurred by Borrower or Lender in connection with this transaction, including, but not limited to, attorneys' fees, shall be borne by Borrower and to the extent Lender's expenses are not paid by Borrower within 10 days of Lender submitting an invoice therefor to Borrower, the amount of such expenses shall be added to the outstanding principal amount of the Indebtedness and shall accrue interest in accordance with Paragraph 3 hereof. 8. Ratification of Prior Instruments and Priorities. Except as herein expressly amended, each and every term, condition, warranty and provision of the Note and the other Loan Documents shall remain in full force and effect and the Note and other Loan Documents are hereby ratified, confirmed and approved by the parties hereto. Nothing herein shall be construed to alter or affect the priority of the liens, security interests or title created by the Loan Documents. Any provision herein that might otherwise be construed to conflict with the desire of Lender that the liens, security interests and title of the Loan Documents be maintained and preserved prior to any and all encumbrances affecting the Collateral arising subsequent to the execution of the Loan Documents shall, at Lender's option, be void and of no force and effect; it being the expressly declared intention of the parties hereto that no novation of the Loan Documents be created hereby. Any promissory note or other indebtedness described in the Loan Documents as the obligation secured thereby shall hereafter mean the Note as modified by this Agreement and the Indebtedness. The Loan Documents as modified and amended hereby are hereby ratified and confirmed in all respects. 9. Representations and Warranties. Borrower hereby represents and warrants that: (a) Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida; (b) Borrower has all requisite power and authority and all necessary consents, approvals, licenses, permits and other authorizations (i) to own and operate the Collateral, (ii) to execute and deliver Page 2 this Amendment and all other documents and agreements to be executed by Borrower in connection herewith, and (iii) to carry out and comply with the terms of the Note and the other Loan Documents, as amended by this Amendment; (c) the Note and the other Loan Documents remain in full force and effect and constitute, and upon the execution and delivery of this Amendment will continue to constitute, the legal, valid and binding obligations of Borrower enforceable in accordance with their terms; (f) Borrower is the sole legal and beneficial owner of the Collateral; and (g) neither the execution and delivery of this Amendment nor the consummation of the transactions contemplated herein nor compliance by Borrower with the provisions of the Loan Documents, as amended by this Amendment, will conflict with or result in a breach of, or constitute a default under, any of the terms, conditions or provisions of any law, rule, regulation, order, writ, injunction or decree of any court or governmental authority to which Borrower is subject, or of the articles of incorporation, bylaws or any other organizational document of Borrower, or of any indenture, mortgage, deed of trust, promissory note, loan agreement or any other agreement or undertaking to which Borrower is a party or by which Borrower or its properties may be bound or subject. 10. Conditions to Effectiveness of this Amendment. This Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: a. executed counterparts of this Amendment, duly executed by Borrower and Lender, shall have been delivered to Lender; b. Lender shall have received a copy of the resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance by Borrower of this Amendment and any and all documents relating thereto, certified by Borrowers' Secretary or an Assistant Secretary; and c. the representations and warranties of Borrower set forth herein are true and correct on and with respect to the date hereof. 11. Defenses. Borrower covenants and warrants that there are no defenses, counterclaims or offsets to the Note, the other Loan Documents or the Indebtedness, and Borrower hereby waives any defense, claim or counterclaim against Lender. 12. Further Assurances. Borrower, upon request from Lender, agrees to execute such other and further documents as may be reasonably necessary or appropriate to consummate the transactions contemplated herein or to perfect the liens and security interests intended to secure the payment of the Indebtedness. 13. Business and Financial Information. Borrower will promptly furnish to Lender from time to time such information regarding the Collateral and/or the business and affairs and financial condition of Borrower as Lender may reasonably request, and will furnish such items Lender. 14. Descriptive Headings. Descriptive headings are inserted for convenience and reference only and do not in any way limit or amplify the terms and provisions hereof. 15. Default. If Borrower shall fail to perform or observe any of the covenants or agreements contained herein or if any statement, representation or warranty contained herein is false, misleading or erroneous in any material respect, an Event of Default shall be deemed to have occurred and Lender shall Page 3 be entitled at its option to exercise any and all of the rights and remedies granted pursuant to any of the Loan Document or which Lender may otherwise be entitled, whether at law or in equity. 16. FINAL AGREEMENT. THE NOTE AND THE OTHER LOAN DOCUMENTS, AS AMENDED HEREBY REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO RELATED TO THE SUBJECT MATTER HEREOF 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 HERETO. Page 4 IN WITNESS WHEREOF, the parties hereto have each executed this Amendment as of June 25, 2002. LENDER: IMAGINE INVESTMENTS, INC. By: /s/ GARY M. GOLTZ ------------------------------------------- Name: Gary M. Goltz ----------------------------------------- Title: V.P. ---------------------------------------- BORROWER: RIVERSIDE GROUP, INC., a Florida corporation By: /s/ J. STEVEN WILSON ------------------------------------------- Name: J. Steven Wilson ----------------------------------------- Title: President ---------------------------------------- Page 5 EX-7.33 16 dex733.txt AMENDMENT TO CREDIT AGREEMENT Exhibit 7.33 AMENDMENT TO CREDIT AGREEMENT AND NOTES THIS AMENDMENT TO CREDIT AGREEMENT AND NOTES ("Amendment") entered into on June 25, 2002 (the "Amendment Date"), by and between Imagine Investments, Inc., a Delaware corporation ("Lender"), whose address is 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206 and Riverside Group, Inc., a Florida corporation ("Borrower"), whose address is 7800 Belfort Parkway, Suite 100, Jacksonville, Florida 32256. WHEREAS, On or about April 1, 1999, Borrower borrowed the aggregate sum of Ten Million Dollars ($10,000,000) from several different entities (collectively, the "Original Note Holders" and each individually, an "Original Note Holder") pursuant to a Credit Agreement dated as of April 1, 1999 (the "Credit Agreement") and a promissory note made by Borrower in favor of each Original Note Holder (collectively, the "Original Notes" and each individually, an "Original Note"); WHEREAS, On or prior to the Amendment Date, Lender purchased or otherwise acquired from certain Original Note Holders all of their respective rights, titles and interests in certain Original Notes (collectively, the "Notes" and each individually, a "Note"), the Credit Agreement, all other loan documents and security documents related thereto (collectively, the "Loan Documents") and the collateral securing the Notes; and WHEREAS, Borrower has requested and, subject to the terms and conditions of this Amendment, Lender has agreed, to extend the maturity of the indebtedness, liabilities and obligations (the "Indebtedness") evidenced by the Notes and the other Loan Documents to September 30, 2002. NOW, THEREFORE, notwithstanding anything to the contrary contained in the Notes or any of the other Loan Documents, Borrower and Lender agree as follows: 1. Defined Terms. All terms used herein and not otherwise defined herein shall have the meanings given to them in the Credit Agreement. 2. Reaffirmation of Indebtedness. Borrower and Lender hereby acknowledge and confirm that: (a) the outstanding principal balance of and accrued interest on the Indebtedness as of the Amendment Date is $11,791,241.94, (b) Borrower's obligation to repay the outstanding principal balance and accrued interest of each Note and all other Indebtedness is unconditional and not subject to any offsets, defenses or counterclaims, and (c) by entering into this Amendment, Lender does not waive or release any term or condition of the Notes or the other Loan Documents or any of its rights or remedies under such Loan Documents, or applicable law, except as set forth herein. 3. Interest. Effective as of September 30, 2000, notwithstanding anything to the contrary contained in the Notes or the other Loan Documents, the interest on the unpaid principal of the Indebtedness is hereby amended to accrue at the rate of eleven percent (11%) per annum until all of the Indebtedness (including, without limitation, principal and interest) is indefeasibly paid in full. 4. Payment of Principal and Interest on the Indebtedness. Effective as of September 30, 2000, each of the Notes and the other Loan Documents is hereby amended to extend the maturity date of the Indebtedness (regardless of the stated date of the maturity of the Indebtedness for such Note or Loan Page 1 Document) to September 30, 2002, at which time all Indebtedness (including, without limitation, principal and interest) shall be due and payable in full. 5. Reinstatement of Notes and Loan Documents. Lender, without prejudice to or waiver of any right or remedy available to it by reason of the occurrence subsequent to the date hereof of any event or condition constituting a Default or Event of Default or any other default or event of default that has occurred and is continuing under any of the Notes or the other Loan Documents hereby agrees to take no action with respect to any such Default or Event of Default or any other default or event of default that has occurred and is continuing under any of the Notes or the other Loan Documents which heretofore has occurred. Borrower and Lender hereby agree that the Notes and the Loan Documents are fully reinstated in accordance with their terms and conditions, as amended, by this Amendment, as if no Default or Event of Default or any other default or event of default that has occurred and is continuing under any of the Notes or the other Loan Documents had occurred in the payment of the Indebtedness prior to the date of this Agreement. It is expressly understood that Lender will and does hereafter require full performance of any and all terms, conditions and requirements of all Loan Documents, as amended by this Amendment. It is further understood and agreed that the validity and perfection of the liens and security interests granted under the Loan Documents are not diminished or impaired in any way by this Amendment. Borrower agrees to perform and/or observe the terms and provisions of the Loan Documents to which it is a party, as amended by this Amendment. 6. No Commitment to Make Further Advances. Notwithstanding anything to the contrary contained herein or in any other Loan Document (including, without limitation, the Credit Agreement) any and all commitments of Lender to advance funds or issue letters of credit to, or on behalf of, Borrower are hereby terminated and Lender shall have no further obligation to advance funds or issue letters of credit to, or on behalf of, Borrower. 7. Expenses. All expenses incurred by Borrower or Lender in connection with this transaction, including, but not limited to, attorneys' fees, shall be borne by Borrower and to the extent Lender's expenses are not paid by Borrower within 10 days of Lender submitting an invoice therefor to Borrower, the amount of such expenses shall be added to the outstanding principal amount of the Indebtedness and shall accrue interest in accordance with Paragraph 3 hereof. 8. Ratification of Prior Instruments and Priorities. Except as herein expressly amended, each and every term, condition, warranty and provision of the Notes and the other Loan Documents shall remain in full force and effect and such Notes and other Loan Documents are hereby ratified, confirmed and approved by the parties hereto. Nothing herein shall be construed to alter or affect the priority of the liens, security interests or title created by the Loan Documents. Any provision herein that might otherwise be construed to conflict with the desire of Lender that the liens, security interests and title of the Loan Documents be maintained and preserved prior to any and all encumbrances affecting the Collateral arising subsequent to the execution of the Loan Documents shall, at Lender's option, be void and of no force and effect; it being the expressly declared intention of the parties hereto that no novation of the Loan Documents be created hereby. Any promissory note or other indebtedness described in the Loan Documents as the obligation secured thereby shall hereafter mean the Notes as modified by this Agreement and the Indebtedness. The Loan Documents as modified and amended hereby are hereby ratified and confirmed in all respects. 9. Representations and Warranties. Borrower hereby represents and warrants that: (a) Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida; (b) Borrower has all requisite power and authority and all necessary consents, approvals, licenses, permits and other authorizations (i) to own and operate the Collateral, (ii) to execute and deliver Page 2 this Amendment and all other documents and agreements to be executed by Borrower in connection herewith, and (iii) to carry out and comply with the terms of the Notes and the other Loan Documents, as amended by this Amendment; (c) the Notes and the other Loan Documents remain in full force and effect and constitute, and upon the execution and delivery of this Amendment will continue to constitute, the legal, valid and binding obligations of Borrower enforceable in accordance with their terms; (f) Borrower is the sole legal and beneficial owner of the Collateral; and (g) neither the execution and delivery of this Amendment nor the consummation of the transactions contemplated herein nor compliance by Borrower with the provisions of the Loan Documents, as amended by this Amendment, will conflict with or result in a breach of, or constitute a default under, any of the terms, conditions or provisions of any law, rule, regulation, order, writ, injunction or decree of any court or governmental authority to which Borrower is subject, or of the articles of incorporation, bylaws or any other organizational document of Borrower, or of any indenture, mortgage, deed of trust, promissory note, loan agreement or any other agreement or undertaking to which Borrower is a party or by which Borrower or its properties may be bound or subject. 10. Conditions to Effectiveness of this Amendment. This Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: a. executed counterparts of this Amendment, duly executed by Borrower and Lender, shall have been delivered to Lender; b. Lender shall have received a copy of the resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance by Borrower of this Amendment and any and all documents relating thereto, certified by Borrowers' Secretary or an Assistant Secretary; and c. the representations and warranties of Borrower set forth herein are true and correct on and with respect to the date hereof. 11. Defenses. Borrower covenants and warrants that there are no defenses, counterclaims or offsets to any of the Notes, the other Loan Documents or the Indebtedness, and Borrower hereby waives any defense, claim or counterclaim against Lender. 12. Further Assurances. Borrower, upon request from Lender, agrees to execute such other and further documents as may be reasonably necessary or appropriate to consummate the transactions contemplated herein or to perfect the liens and security interests intended to secure the payment of the Indebtedness. 13. Business and Financial Information. Borrower will promptly furnish to Lender from time to time such information regarding the Collateral and/or the business and affairs and financial condition of Borrower as Lender may reasonably request, and will furnish such items Lender. 14. Descriptive Headings. Descriptive headings are inserted for convenience and reference only and do not in any way limit or amplify the terms and provisions hereof. 15. Default. If Borrower shall fail to perform or observe any of the covenants or agreements contained herein or if any statement, representation or warranty contained herein is false, misleading or erroneous in any material respect, an Event of Default shall be deemed to have occurred and Lender shall Page 3 be entitled at its option to exercise any and all of the rights and remedies granted pursuant to any of the Loan Document or which Lender may otherwise be entitled, whether at law or in equity. 16. FINAL AGREEMENT. THE NOTES AND THE OTHER LOAN DOCUMENTS, AS AMENDED HEREBY REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO RELATED TO THE SUBJECT MATTER HEREOF 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 HERETO. Page 4 IN WITNESS WHEREOF, the parties hereto have each executed this Amendment as of June 25, 2002. LENDER: IMAGINE INVESTMENTS, INC. By: /s/ GARY M. GOLTZ ---------------------------------------- Name: Gary M. Goltz -------------------------------------- Title: V.P. ------------------------------------- BORROWER: RIVERSIDE GROUP, INC., a Florida corporation By: /s/ J. STEVEN WILSON ---------------------------------------- Name: J. Steven Wilson -------------------------------------- Title: President ------------------------------------- Page 5 EX-7.34 17 dex734.txt PROMISSORY NOTE Exhibit 7.34 PROMISSORY NOTE $116,000.00 Dallas, Texas Date: August 5, 2002 FOR VALUE RECEIVED, Riverside Group, a Florida corporation ("Borrower"), whose address is 7800 Belfort Parkway, Suite 100, Jacksonville, Florida 32245, promises to pay to the order of Imagine Investments, Inc., a Delaware corporation ("Holder"), or order, at 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206, or at such other place as Holder may from time to time in writing designate, in lawful money of the United States of America, the principal sum of One Hundred Sixteen Thousand and No/100 Dollars ($116,000.00) or such lesser sum as may be advanced from to time to time pursuant to this Note, on or before the "Maturity Date" (as hereinafter defined), together with interest on the principal balance outstanding from time to time ("Principal Balance"), in like money, from the date of advancement until fully repaid at the rates hereinafter set forth. Interest shall be computed and accrue on the principal amount from time to time outstanding from the date of advancement to and including the Maturity Date at a rate per annum equal to the "Applicable Interest Rate" (as hereinafter defined) from time to time in effect. 1. Definitions. As used herein, the terms "Borrower", "Holder", and ----------- "Principal Balance" have the meanings assigned in the preceding paragraph, and the following terms have the following meanings: 1. "Applicable Interest Rate" shall mean a rate per annum equal to the lesser of (i) ten percent (10%), or (ii) the Maximum Rate (as hereinafter defined). 2. "Default Rate" shall mean a rate per annum equal to the Maximum Rate (as hereinafter defined. 3. "Loan" shall mean the loan made by Holder to Borrower evidenced by this Note. 4. "Loan Documents" shall mean this Note, the Security Agreements, and any related documents. 5. "Maturity Date" shall mean the earlier to occur of (i) September 30, 2002, or (ii) the date on which the entire principal amount evidenced by this Note and all accrued interest thereon shall be paid or be required to be paid in full, whether by prepayment, acceleration or otherwise. 6. "Maximum Rate" shall mean, with respect to the Holder hereof, the lesser of 18% per annum or the maximum rate allowed by law. 7. "Security Agreements" shall mean the Stock Pledge Agreement dated August 31, 1999 pertaining to the 1,000 shares of Cybermax, Inc. stock and the Stock Pledge Agreement dated August 31, 1999 pertaining to the 758,155 shares of Wickes stock executed by Borrower granting and confirming the prior grant of a security interest in certain property of Borrower (the "Collateral") to secure the payment of all indebtedness and obligations under this Note and all other indebtedness and obligations of Borrower described therein. 2. Term Facility. During the period from the date hereof until 2:00 p.m. ------------- Dallas, Texas on September 30, 2002, this Note evidences an advancing term credit facility. Borrower may repay advances at any time in whole or in part without penalty, but any advances repaid in whole or in part may not be reborrowed. 3. Interest Rate. From the date of this Note to and including the Maturity ------------- Date, the Principal Balance shall bear interest at the Applicable Interest Rate. To the extent permitted by Texas law, interest shall be calculated by the method known as the Banker's Rule using the actual days the principal balance is outstanding hereunder divided by 360 days and multiplied by the Applicable Interest Rate; provided, however, that in the event such calculation is not permitted by Texas law, interest hereunder shall be calculated on the basis of a 365-day or a 366-day year, as the case may be. 4. Payment of Principal and Interest. The principal of this Note together --------------------------------- with all accrued interest to the date of payment, shall be due and payable on the Maturity Date. 5. Application of Payments. Each payment received by Holder from Borrower ----------------------- with respect to this Note shall be applied: First: to the payment of past due accrued interest, including without limitation any past due interest accruing at the Applicable Interest Rate and the Default Rate, as applicable; Second: to the repayment of any amounts advanced by Holder in accordance with the Security Agreement or for insurance premiums, taxes, assessments or for preservation or protection of the Collateral covered by those documents and to the payment of all costs and expenses incurred by Holder in connection with the collection of this Note (including, without limitation, all attorneys fees payable hereunder); and Third: to reduction of the Principal Balance, or in such order or proportion as Holder, in Holder's sole discretion, may determine. BORROWER UNDERSTANDS THAT THIS NOTE IS NOT SELF-AMORTIZING AND THAT THE ENTIRE PRINCIPAL BALANCE WILL BE DUE ON THE MATURITY DATE. HOLDER HAS NOT AGREED AND IS NOT OBLIGATED TO RENEW OR EXTEND THE MATURITY OF THIS NOTE. 6. Prepayment. The indebtedness under this Note may be prepaid in whole or ---------- in part at any time without penalty or fee. 7. Maximum Rate of Interest. All agreements between the Borrower and the ------------------------ Holder, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in no contingency or event, whether by reason of prepayment, acceleration of the maturity of this Note or otherwise, shall the amount paid, or agreed to be paid, or charged, to the Holder for the use, forbearance, or detention of the money to be loaned under this Note or otherwise or for the payment or performance of any covenant or obligation contained herein or in any other document evidencing, securing or pertaining to the Loan exceed the Maximum Rate. If from any circumstances whatsoever fulfillment of any provision hereof or any of such other agreements shall cause the amount paid to exceed the Maximum Rate, then ipso facto, the amount paid to ---------- the Holder shall be reduced to the Maximum Rate, and if from any such circumstances the Holder shall ever receive interest which exceeds the Maximum Rate, such amount which would be excessive interest shall be applied to the 2 reduction of the debt outstanding under this Note, or if such excessive interest exceeds the unpaid debt outstanding under this Note such excess shall be refunded to the Borrower. All sums paid or agreed to be paid to the Holder for the use, forbearance or detention of the indebtedness of the Borrower to the Holder shall, to the extent permitted by applicable law, (i) be amortized, prorated, allocate and spread throughout the full term of such indebtedness so that the actual rate of interest on account of such indebtedness does not exceed the Maximum Rate now or as hereafter amended, throughout the term thereof, (ii) be characterized as a fee, expense or other charge other than interest, and/or (iii) exclude any voluntary prepayments and the effects thereof. The Maximum Rate shall be the maximum lawful rate of interest allowed under the laws of the State of Texas or of the laws of the United States of America, whichever laws allow the greater rate of interest. To the extent the interest rate laws of the State of Texas are applicable to this Note, the applicable interest rate ceiling is the "weekly ceiling" as determined in accordance with Texas Finance Code ss. 303.003. The terms and provisions of this paragraph shall control and supersede every other provision of all agreements between the Holder and the Borrower. 8. Security. Payment of this Note and all other obligations and -------- indebtedness of the Borrower to the Holder is secured by the Collateral described in the Security Agreements. All of the agreements, conditions, covenants, provisions and stipulations contained in the Security Agreements which are to be kept and performed by Borrower are hereby made a part of this Note to the same extent and with the same force and effect as if they were fully set forth herein, and Borrower covenants and agrees to keep and perform them, or cause them to be kept and performed, strictly in accordance with their terms. 9. Default. "Default" or "Event of Default" as used herein means Default or ------- Event of Default as defined in the Security Agreement or if any of the following happens: (1) Borrower fails to make any payment when due and such failure shall continue for a period of five (5) calendar days; (2) Borrower breaks any promise Borrower has made to Holder in writing, or Borrower fails to perform promptly at the time and strictly in the manner provided in this Note or any agreement related to this Note, or in any other agreement or loan Borrower has with Holder and such failure is not cured within ten (10) days; (3) Any written representation or statement made or furnished to Holder by Borrower or by an authorized person on Borrower's behalf is false or misleading in any material respect; (4) Borrower becomes insolvent, a receiver is appointed for any part of Borrower's property, Borrower makes an assignment for the benefit of creditors, or any proceeding is commenced either by Borrower or against Borrower under any bankruptcy or insolvency laws; (5) Any creditor tries to take, claim, or garnish any of the Collateral on or in which Holder has a lien or security interest; 3 (6) Borrower's obligations and indebtedness under this Note are assumed by a third party without the prior written consent of Holder; or (7) All or any part of the Collateral described in the Security Agreement, or any interest therein, whether voluntarily or involuntarily, is sold, conveyed, hypothecated, assigned, transferred or further encumbered by Borrower without Holder's prior written consent. Upon the occurrence of any Event of Default, and at the option of Holder, upon demand but without any advance notice, all amounts then unpaid under this Note and shall bear interest at the Default Rate for so long as the Event of Default shall remain uncured. In addition, Holder, at its option and without further notice, demand or presentment for payment to Borrower or others, may declare immediately due and payable the unpaid Principal Balance and interest accrued thereon together with all other sums owed by Borrower under this Note and the Security Agreements, including, but not limited to, attorneys fees, anything in this Note or the Security Agreements to the contrary notwithstanding. Payment of such sums may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Holder in this Note or the Security Agreements or by applicable law. 10. Remedies Cumulative. The remedies of Holder, as provided in this Note, ------------------- the Security Agreements and applicable law, shall be cumulative and concurrent and may be pursued singly, successively or together, at the sole discretion of Holder, and may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. 11. Attorneys Fees. In the event that suit be brought hereon, or an -------------- attorney be employed or expenses be incurred to compel payment of this Note or any portion of the indebtedness evidenced hereby, whether or not suit is filed, or to defend the priority of the Security Agreements or as otherwise provided in the Security Agreements, Borrower promises to pay all such attorneys fees, costs and expenses (including attorneys fees incurred in collecting attorneys fees) all as actually incurred by Holder as a result thereof and including, without limitation (a) attorneys fees, costs and expenses incurred in appellate proceedings or in any action or participation in, or in connection with, any case or proceeding under the Bankruptcy Code or any successor thereto, and (b) attorneys fees, costs and expenses incurred as a result of Holder exercising its rights to sell collateral or cure any Event of Default by Borrower under this Note, the Security Agreements or any Other Security Document. 12. WAIVER OF NOTICE BY BORROWER. BORROWER WAIVES DILIGENCE, PRESENTMENT ---------------------------- FOR PAYMENT, DEMAND, NOTICE OF DEMAND, NOTICE OF NONPAYMENT OR DISHONOR, NOTICE OF INTENTION TO ACCELERATE, NOTICE OF ACCELERATION, PROTEST AND NOTICE OF PROTEST OF THIS NOTE, AND ALL OTHER NOTICES IN CONNECTION WITH THE DELIVERY, ACCEPTANCE, PERFORMANCE, DEFAULT, OR ENFORCEMENT OF THE PAYMENT OF THIS NOTE, EXCEPT SUCH NOTICES AS ARE PROVIDED IN THE SECURITY AGREEMENT. 4 13. No Waiver by Holder. Holder shall not be deemed, by any act of omission ------------------- or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by Holder, and then only to the extent specifically set forth in the writing. The acceptance by Holder of any payment hereunder which is less than payment in full of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise any of the foregoing options at that time or at any subsequent time or nullify any prior exercise of any such option without the express consent of Holder, except as and to the extent otherwise provided by law. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event. 14. Holder may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, protest, notice of dishonor, notice of intent to accelerate the maturity of this Note, and notice of acceleration of the maturity of this Note. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Holder may renew or extend (repeatedly and for any length of time) this loan, or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Holders security interest in the collateral without the consent of or notice to anyone. All such parties also agree that Holder may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. 15. GOVERNING LAW AND VENUE. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF ----------------------- THE PARTIES HEREUNDER SHALL BE GOVERNED AND CONSTRUED ACCORDING TO THE LAWS OF THE UNITED STATES OF AMERICA AND THE LAWS OF THE STATE OF TEXAS. THIS NOTE IS PERFORMABLE IN DALLAS COUNTY, TEXAS AND VENUE FOR ANY ACTION TO COLLECT OR ENFORCE THE TERMS OF THIS NOTE OR THE LOAN DOCUMENTS SHALL LIE IN DALLAS COUNTY, TEXAS. 16. Construction of Certain Terms. Whenever used, the singular number shall ----------------------------- include the plural, the plural shall include the singular, and the words Holder and Borrower shall be deemed to include their respective heirs, administrators, executors, successors and assigns. 17. Notice. All notices which Holder or Borrower may be required or ------ permitted to give hereunder shall be made in the same manner as set forth in the Security Agreements. 18. Severability of Provisions. In the event any one or more of the -------------------------- provisions hereof shall be invalid, illegal or unenforceable in any respect, the validity of the remaining provisions hereof shall be in no way affected, prejudiced or disturbed thereby. 19. Headings. The section captions are inserted for convenience of -------- reference only and shall in no way alter or modify the text of such sections. 5 20. No Further Agreements. In accordance with Section 26.02(a)(2) of the --------------------- Texas Business and Commerce Code, as amended, Borrower hereby acknowledges, with respect to this Note and the Loan Documents, that: 1. THE RIGHTS AND OBLIGATIONS OF BORROWER AND HOLDER SHALL BE DETERMINED SOLELY FROM THE WRITTEN LOAN DOCUMENTS AND ANY PRIOR ORAL AGREEMENTS BETWEEN HOLDER AND BORROWER ARE SUPERSEDED BY AND MERGED INTO THE LOAN DOCUMENTS. 2. THE LOAN DOCUMENTS MAY NOT BE VARIED BY ANY ORAL AGREEMENTS OR DISCUSSIONS THAT OCCUR BEFORE, CONTEMPORANEOUSLY WITH, OR SUBSEQUENT TO THE EXECUTION OF SUCH LOAN DOCUMENTS. 3. THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENTS BETWEEN THE PARTIES 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. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE. (Balance of page left intentionally blank) 6 IN WITNESS WHEREOF, Borrower, intending to be legally bound hereby, has duly executed this note the day and year first above written. BORROWER: Riverside Group, Inc. ATTEST: a Florida corporation /s/ Carol A. Abdullah By: /s/ Catherine J. Gray - ------------------------- ---------------------------------------- Name: Catherine J. Gray ---------------------------------- Title: SVP and CFO ---------------------------------- 7 -----END PRIVACY-ENHANCED MESSAGE-----