<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Riverside Group, Inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock
________________________________________________________________________________
(Title of Class of Securities)
769 135 104
_______________________________________________________________
(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)
November 28, 1997
_______________________________________________________________
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(v)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* 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. 769 135 104
<PAGE>
SCHEDULE 13D
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CUSIP NO. 769 135 104 PAGE 2 OF 4 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Imagine Investments, Inc.
75-2709-444
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 520,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
--
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 520,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
--
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
520,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
9.8%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
This statement relates to the common stock of Riverside Group, Inc.
(the "Corporation"), which is located at 7800 Belfort Parkway, Jacksonville,
Florida 32256.
Item 2. Identity and Background
The person filing this statement is Imagine Investments, Inc., a
Delaware corporation, which is located at 8150 North Central Expressway, Suite
1901, Dallas, Texas 75206. Imagine Investments, Inc. is a wholly-owned indirect
subsidiary of Stone Capital, Inc., a thrift holding company wholly owned by the
James M. Fail Living Trust dated December 18, 1996, which is exclusively
controlled by James M. Fail. All of these parties share the above address.
During the last five years, none of these parties have been convicted in a
criminal proceeding. During the last five years, none of these parties have
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction or been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding a violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration:
The working capital of Imagine Investments, Inc. was used in marking
the purchase.
Item 4. Purpose of Transaction:
The transaction is solely for investment purposes.
Item 5. Interest in Securities of the Issuer:
(a) See Items 11 and 13 of the cover page.
(b) See Items 7, 8, 9 and 10 of the cover page.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
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<PAGE>
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to
Securities of the Issuer:
See Section A on Page 1 of Exhibit A and Section B.3. and B.4. on Page
4 of Exhibit A.
Item 7. Material to be Filed as Exhibits:
A Letter Agreement of Imagine Investments, Inc. to make a term
loan in the original principal amount of $440,000 to be
evidenced by a Term Promissory Note in such amount of even
date therewith to Wilson Financial Corporation and to be
guaranteed by J. Steven Wilson and provide for the purchase
by Imagine of certain stock of Riverside Group, Inc. held by
Wilson.
B Term Promissory Note
C Unconditional Guarantee Agreement
D Stock Pledge Agreement
SIGNATURE
After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
12/11/97
-----------------------------------------
(Date)
/s/ B. KENT HILL
-----------------------------------------
(Signature)
B. KENT HILL, VICE PRESIDENT
-----------------------------------------
(Name and Title)
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<PAGE>
EXHIBIT A
[LETTERHEAD OF IMAGINE INVESTMENTS, INC.]
November 28, 1997
Mr. J. Steven Wilson
7800 Belfort Parkway
Jacksonville, Florida 32256
Wilson Financial Corporation
7800 Belfort Parkway
Jacksonville, Florida 32256
Re: Proposed Lending Transactions
Gentlemen:
This letter shall constitute the agreement of Imagine Investments, Inc.
("Imagine") to make a term loan in the original principal amount of $440,000.00
to be evidenced by a Term Promissory Note in such amount of even date herewith
(the "Loan") to Wilson Financial Corporation ("Wilson") and to be guaranteed by
J. Steven Wilson ("Steven") and to provide for the purchase by Imagine of
certain stock of Riverside Group, Inc. ("Riverside") held by Wilson, all upon
the terms and conditions contained in this letter. By executing this letter,
Wilson, Steven and Imagine will evidence their binding agreement to carry out
the transactions outlined in this letter, subject to (a) the obtaining of such
necessary consents and corporate approvals as may be contemplated by the
requirements of this letter, and (b) the performance by all of the parties of
their respective obligations and agreements as set forth herein and in such note
and pledge agreement (collectively, the "Loan Documents"). This letter expresses
the binding agreement of Imagine to make the Loan and to purchase certain stock
of Riverside, as described below and the binding agreement of Wilson and Steven
to effect such transactions and to carry out the other terms of this letter,
including the sale of such Riverside stock, as described below. Each party to
this letter agrees to take all actions and to direct and cause to occur all
corporate or other entity action necessary to effect these transactions.
A. The Loan. The terms and conditions of the Loan shall be as follows:
1. The Loan. The Loan shall be made pursuant to a Term Promissory
Note which shall have a maturity date of October 31, 1998 (the "Note") in the
form attached hereto as Exhibit A. The Note shall bear interest on its
outstanding principal balance at the rate of ten and one-half percent (10 1/2%)
per annum, which interest shall be paid quarterly on the first day of each
calendar quarter commencing with the first day of January, 1998. The Note
shall have an original principal balance of $440,000.00. Repayment of the Note
according to its
<PAGE>
Mr. J. Steven Wilson
Wilson Financial Corporation
November 28, 1997
Page -2-
terms shall be guaranteed unconditionally by Steven in the form of the
Unconditional Guaranty Agreement which is a part of Exhibit A.
2. No Prepayment; Calculation of Interest. The Loan may not be prepaid,
except at Imagine's election. Interest on the Loan shall be calculated on the
basis of a 360-day year, in accordance with customary commercial banking
practice.
3. Collateral for the Loan. The Loan shall be collateralized by a
pledge creating a first lien and security interest in 130,542 shares of the
common stock of Riverside (collectively, the "Collateral Stock") presently owned
by and registered in the name of Wilson, pursuant to a Stock Pledge Agreement
(the "Pledge Agreement") in the form attached hereto as Exhibit B. Prior to the
performance of all of Wilson's obligations under the Loan Documents, Wilson
shall provide to Imagine notice of the receipt of any notice of default under
Wilson's loan agreement with the First National Bank of Boston (the "Bank").
Following any default under Wilson's loan agreement with the Bank, or following
any default in Wilson's obligations under the Loan Documents, Wilson shall use
its best efforts to obtain from the Bank (or any other lender holding a pledge
of or security interest in any portion of the common stock of Riverside), the
right to grant a second pledge and security interest in all of such stock to
Imagine and, upon receipt of the consent of such lender, Wilson shall grant such
a second priority pledge and security interest in substantially the form of the
Pledge Agreement and shall perfect such pledge. The failure of Wilson to
perform the foregoing obligations shall be a default under the Note.
Furthermore, until such time as the Loan shall be collateralized by a first
priority perfected security interest in Collateral Stock with a market value of
twice the amount of the principal balance of the Loan, Wilson (i) shall grant a
first pledge and security interest in substantially the form of the Pledge
Agreement, (ii) shall perfect such pledge in all shares of the common stock of
Riverside released from pledge under Wilson's loan from the Boston Bank
immediately upon such common stock's release and (iii) shall not grant any
security interest in any shares of the common stock of Riverside Group other
than the security interests contemplated hereby and the existing security
interest held by the Boston Bank. Notwithstanding the foregoing, when the
market value of the Collateral Stock in which Imagine has such a perfected first
priority lien and security interest shall be at least equal to twice the
principal balance of the Loan (i) Wilson shall be released from any obligation
to provide any further collateral for the Loan (whether first or second
priority) or to refrain from granting other security interests in shares of
common stock of Riverside (ii) Wilson shall be entitled to a release from pledge
under the Pledge Agreement of shares of
<PAGE>
Mr. J. Steven Wilson
Wilson Financial Corporation
November 28, 1997
Page -3-
common stock of Riverside so that the market value of the Collateral Stock shall
not exceed twice the principal balance of the Loan at the time.
4. Nature of the Collateral. All of the Collateral Stock shall have
been fully paid and nonassessable for more than three (3) years. All of such
Collateral Stock shall be subject to Rule 144 of the Securities Act of 1933 and
quoted on the NASDAQ Stock Market and shall be freely transferable (subject to
applicable securities laws) and free of liens, pledges and security interests
except as specifically permitted by the terms of the Pledge Agreement and as
provided above.
B. Purchase of Stock.
1. Purchase of Riverside Shares. Imagine shall purchase from Wilson,
and Wilson shall sell to Imagine, 520,000 shares of the common capital stock of
Riverside currently held by Wilson (collectively, the "Purchase Stock") for the
sum of $3.00 per share, for a total purchase price of $1,560,000 (the "Purchase
Price"). The Purchase Price for the Purchase Stock shall be paid (i) by the
payment to Robert T. Shaw ("Shaw") of the $1,195,285.93, balance of accrued
interest and principal of that certain Loan made by Shaw to Wilson as of
September 10, 1996 (the "Shaw Loan"), which Shaw by his agreement hereto agrees
to accept as payment in full of all obligations under the Shaw Loan, and (ii) by
the payment of the $364,714.07 balance of the Purchase Price by Imagine by wire
transfer or personal check (subject to Paragraph C.1. below). All of the
Purchase Stock shall be fully paid and nonassessable and shall have been held by
Wilson for more than three (3) years, subject to sale under the provisions of
Rule 144 of the Securities Act of 1933 and shall be fully transferable and free
of all liens, pledges and security interests.
2. Partial Release of Pledge. Shaw hereby releases from the pledge to
Shaw under the Stock Pledge Agreement of September 10, 1996, between Wilson
and Shaw (the "Original Pledge Agreement") all of the 350,000 shares of such
Riverside common stock which is currently collateral for the Shaw Loan, and
Wilson hereby instructs Shaw to deliver to Imagine all of the certificates
representing such 350,000 shares. Wilson hereby agrees to deliver to Imagine
stock certificates representing an additional 300,542 shares of common stock of
Riverside, along with (i) duly executed stock powers transferring 520,000 of the
aggregate 650,542 shares to Imagine in satisfaction of Wilson's obligation to
sell the Purchase Stock and (ii) stock powers duly executed in blank with
respect to the remaining 130,542 of such shares pledged to Imagine under the
Pledge Agreement. Steven hereby consents and agrees to the
<PAGE>
Mr. J. Steven Wilson
Wilson Financial Corporation
November 28, 1997
Page -4-
foregoing release and waives all guarantors' defenses related thereto. In
furtherance thereof, Imagine may present the stock certificates representing the
Purchase Stock to Riverside and direct Riverside to issue a new stock
certificate to Imagine in Imagine's name.
3. Piggy-Back Rights. Wilson hereby assigns to Imagine its "piggyback"
registration rights under any and all securities law registration rights
agreements with respect to the Purchase Stock (and the Collateral Stock to the
extent Imagine enforces its security interest with respect thereto), including
those pursuant to the Agreement attached hereto and made a part hereof as
Exhibit B.
4. Tag-Along Rights. If Wilson or Steven shall, at any time and from
time to time until November 1, 2027, propose to sell any of common stock of
Riverside (the "Common Stock") held by either of them, or to otherwise transfer
any of the Common Stock, directly or indirectly, Wilson and Steven, and/or
either or both of them that is selling or transferring such Common Stock, shall:
a. Give written notice to Imagine by certified or registered mail
(return receipt requested) or by hand delivery (with a return receipt) as
promptly as practicable (but in no event less than fifteen (15) days prior
to such sale or transfer) of all the details, price and terms of such sale
or transfer and the identity of the party to whom such Common Stock is to
be transferred; and
b. Include in such sale or transfer, the number of shares of the
Purchase Stock specified by Imagine in a written notice to be given by
Imagine to Wilson or Steven, as applicable, within ten (10) days after
Imagine's receipt of the notice provided for in clause 4a. above, not to
exceed that percentage of the Purchase Stock equal to the percentage of the
total number of shares of Common Stock of Wilson and Steven, as applicable,
being included in such sale or transfer, after giving effect to any other
exercise of similar rights previously granted by either to Kenneth M.
Kirschner, all on the same terms and conditions as Wilson and/or Steven are
selling such Common Stock.
c. Imagine shall bear its own legal expenses and sales commission in
connection with participating in such sale or transfer, but Wilson and
Steven shall pay all other expenses of Imagine in connection with such sale
or transfer.
d. The provisions of this Paragraph B.4 shall not apply to:
<PAGE>
Mr. J. Steven Wilson
Wilson Financial Corporation
November 28, 1997
Page -5-
(i) any pledge, hypothecation or encumbrance to a lender in a
bona fide loan transaction and any sale or transfer to or by such
lender after default conditions of the pledge thereof;
(ii) any sale or transfer (whether or not for consideration) to
(v) Steven, (w) the wife or widow of Steven, (x) lineal descendants of
Steven, (y) the estate of Steven, and (z) entities directly or
indirectly controlled by those persons described in the immediately
preceding clauses (v), (w), (x) and (y) (collectively, the "Wilson
Group"), so long as the transferee agrees in writing to become a party
to and be bound by the terms of this letter agreement;
(iii) sales or transfers (other than in transactions described
in clauses (i) and (ii) immediately preceding) by members of the
Wilson Group in the aggregate, together with sales or transfers of the
type described in this clause (iii) that do not in the aggregate for
all such sales from this date forward exceed one percent (1%) of the
outstanding shares of Common Stock; and
(iv) any gift, so long as the transferee agrees in writing to
become a party to and be bound by the terms of this letter agreement.
C. General.
1. Retainer for Legal Fees. Imagine shall withhold the sum of $20,000
from the Purchase Price of the Purchase Stock, as an escrow against expenses to
be incurred by Imagine in the negotiation, preparation and closing of the
transactions contemplated by this letter and that have been incurred in
connection with prior loan negotiations that have been held over the preceding
12 month period among Riverside, Wilson, Steven, Imagine and Shaw. The legal
fees of Greenebaum Doll & McDonald PLLC incurred in connection with the
transactions contemplated by this letter, shall be charged against this
retainer, whether or not the transactions contemplated by this letter actually
close.
2. Closing Date. The closing of the Loan and the purchase of the
Purchase Stock and the repayment of the Shaw Loan shall take place at the
earliest possible date and in any event not later than November 26, 1997, at
such location as the parties may agree, but in absence of agreement, in the
office of Greenebaum Doll & McDonald PLLC in Louisville, Kentucky. At the
Closing, Wilson and Steven shall take all actions and shall execute and deliver
all documents requested by Imagine and its counsel in connection with such
Closing.
<PAGE>
Mr. J. Steven Wilson
Wilson Financial Corporation
November 28, 1997
Page -6-
3. Access to Information. Wilson and Steven, on a continuing basis which
shall survive the closing of the transactions described in this letter, shall
afford Imagine, its advisors, legal counsel and other representatives complete
and full access during normal business hours to the books, records and contracts
(and the right to copy same), and to properties wherever located of Wilson and
Steven, for the purpose of comprehensive review, and Wilson and Steven shall
each provide to such person such assistance in the conduct of such review as
shall be reasonably requested by Imagine. Wilson and Steven shall deliver
copies of its and his financial statements to Imagine within sixty (60) days
after the end of each calendar quarter and within ninety (90) days after the end
of its and his respective fiscal year.
4. Survival of Provisions. All of the provisions of this letter
agreement shall survive the closing of the transactions contemplated by this
letter agreement.
5. Expenses. Wilson and Steven shall each pay their own legal expenses
incurred in connection with the transactions contemplated by this letter and
shall also pay all legal expenses and related costs (including travel) incurred
by Imagine in connection with the transactions contemplated by this letter
agreement.
6. Successors and Assigns. This letter agreement shall bind Wilson and
Steven and their respective successors and assigns, heirs and personal
representatives and shall inure to the benefit of Imagine and its successors and
assigns. Wilson and Steven shall cause any member of the Wilson Group to whom
any of the Common Stock is transferred to comply with the terms and provisions
of Paragraph B.4 hereof, and, for such purpose, their holdings of Common Stock
shall be aggregated with that of Wilson and Steven.
If the terms and conditions outlined in this letter are acceptable to you,
please sign a copy of this letter and return it to my attention by 2:00 p.m.
(eastern standard time) on or before November 26, 1997; thereupon, this letter
agreement shall be deemed a binding and enforceable agreement between the
parties. Otherwise, the proposals set forth in this letter will become null and
void. Upon your acceptance of this letter, my counsel will commence preparation
of the Loan Documents consistent with the terms and conditions set forth herein.
Sincerely,
IMAGINE INVESTMENTS, INC.
/s/ Paul Glummer
By: _______________________________
Vice President
Title: _____________________________
<PAGE>
Mr. J. Steven Wilson
Wilson Financial Corporation
November 28, 1997
Page -7-
Accepted and agreed to:
Wilson Financial Corporation
/s/ Catherine J. Gray
By:_______________________
Vice President
Title:______________________
11/28/97
Date: ____________________
/s/ J. Steven Wilson
__________________________
J. Steven Wilson
11/28/97
Date: ____________________
Riverside Group, Inc. acknowledges assignment
of the registration rights contained in the
foregoing letter and consents thereto
RIVERSIDE GROUP, INC.
/s/ Catherine J. Gray
By: ______________________________
Vice President
Title:_____________________________
11/28/97
Date: _____________________________
<PAGE>
Mr. J. Steven Wilson
Wilson Financial Corporation
November 28, 1997
Page -7-
Accepted and agreed to:
Wilson Financial Corporation
/s/ Catherine J. Gray
By:_______________________
Vice President
Title:______________________
11/28/97
Date: ____________________
/s/ J. Steven Wilson
__________________________
J. Steven Wilson
11/28/97
Date: ____________________
Riverside Group, Inc. acknowledges assignment
of the registration rights contained in the
foregoing letter and consents thereto
RIVERSIDE GROUP, INC.
/s/ Catherine J. Gray
By: ______________________________
Vice President
Title:_____________________________
11/28/97
Date: _____________________________
<PAGE>
Mr. J. Steven Wilson
Wilson Financial Corporation
November 28, 1997
Page -8-
Accepted and Agreed to:
/s/ Robert T. Shaw
__________________________
Robert T. Shaw
Date: 11/28/97
---------------------
<PAGE>
EXHIBIT B
TERM PROMISSORY NOTE
--------------------
Georgia
$440,000.00 November 28, 1997
FOR VALUE RECEIVED, WILSON FINANCIAL CORPORATION, a Florida corporation
("Maker") promises and agrees to pay to the order of IMAGINE INVESTMENTS, INC.,
a Delaware corporation, or to any holder of this Note ("Payee"), the principal
sum of FOUR HUNDRED FORTY THOUSAND DOLLARS ($440,000.00), together with interest
upon such principal balance at the rate provided below, in legal tender of the
United States of America. The unpaid principal balance of and all accrued
interest on this Note unless sooner paid, shall be due and payable in full on or
before October 31, 1998, which date shall be the final maturity date of this
Note.
1. Interest Rate. The principal balance of this Note shall bear interest
at the rate of ten and one-half (10 1/2%) per annum. All parties hereto hereby
specifically agree that the laws of the Commonwealth of Kentucky shall govern
the rate of interest which this Note bears.
2. Payment of Interest. All accrued interest on the principal balance of
this Note, from time to time, shall be paid quarterly during the term of this
Note on the first day of each calendar quarter, commencing January 1, 1998 and
at the maturity of this Note. All interest on the principal balance of this Note
shall be computed on the basis of the actual number of days elapsed over an
assumed year of 360 days.
3. Repayment of Principal. The principal balance of this Note shall be
paid in full at the maturity date of this Note. No portion of the principal
balance of this Note nor any accrued interest thereon, may be prepaid at any
time, in whole or in part, without the written consent of Payee.
4. Application of Payments. Payments made under this Note shall be
applied at the holder's sole option, first to any expenses or sums advanced to
Payee in respect of and in accordance with the terms of this Note or under the
terms of any document or instrument securing the repayment of this Note, second,
to accrued but unpaid interest upon the principal balance of this Note and then
to the principal balance of this Note. Should any such payment not be adequate
to repay any such sums and expenses advanced and to pay accrued, but unpaid
interest on the principal balance of this Note and the amount of the principal
balance of this Note due at the time of such payment, Maker shall immediately,
on demand of Payee, pay to Payee the amount of such shortfall.
5. Overdue Payments; Default Rate. All overdue payments of principal or
interest on this Note shall bear additional interest until paid in full at the
rate per annum (calculated as aforesaid) of the five percent (5%) per annum in
excess of the rate otherwise payable under the terms of this Note or the
highest rate allowed by applicable law, whichever is lower and shall be due and
payable on demand of the holder hereof. All payments under this Note shall be
paid to Payee
<PAGE>
at 8150 No Central Expressway, Suite 1901, Dallas, Texas 75206 or to such other
person or at such other place as may be designated in writing by Payee.
6. Security. This Note is secured by security interests pursuant to a
Stock Pledge Agreement and an Unconditional Guaranty Agreement (collectively,
the "Security Documents") and is entitled to all the benefits of the Security
Documents.
7. Default. Upon the occurrence of any uncured default under this Note or
under any Security Document, that default shall be a default under this Note,
and Payee may at any time thereafter, at its sole option and without notice,
declare the entire unpaid principal balance of an all accrued interest on this
Note to be immediately due and payable.
8. Events of Default. Each of the following events shall constitute an
event of default under this Note, the occurrence of any of which shall entitle
the holder hereof to declare the entire principal balance of this Note, together
with all accrued interest and all other liabilities, indebtedness and
obligations of Maker to Payee, whether now existing or hereafter created, to be
immediately due and payable, and to take any and all action allowed Payee by law
or equity, under the terms of this Note and/or under the terms of any of the
Security Documents and under the terms of any other agreements between Maker and
Payee:
(a) The failure of Maker to make any payment of principal or interest
provided for in this Note on or before the date when it is
due;
(b) The occurrence of an Event of Default as described in this Note
or any Security Document;
(c) The failure of Maker to perform on the breach by Maker of any of
the agreements, covenants and warranties and agreements set forth
in this Note or in the Security Documents or any other agreement
between Maker and Payee, whether now existing or hereafter
entered into;
(d) Any liens, garnishments, levy, attachments or encumbrance of any
kind is placed against any property which serves as collateral
for this Note;
(e) The holder of this Note determining that any representation,
warranty, statement, report, or application made or provided by
Maker to Payee or the holder hereof is or was at the time made
untrue or materially misleading;
(f) The issuance of any tax lien or levy against Maker or any of its
property or Maker's failure to pay, withhold, collect or remit
any tax when assessed or due;
2
<PAGE>
(g) If any representation, warranty or other statement of fact made
by Maker or any Guarantor in any other Security Document shall be
false or misleading;
(h) Make or any Guarantor shall (i) become insolvent, (ii) become
generally unable to pay its or his respective debts as they come
due, (iii) make an assignment for the benefit of creditors, (iv)
call a meeting of creditors for the composition of debts or (v)
have filed against it or him a petition in bankruptcy or for
reorganization or for the appointment of a custodian, receiver or
trustee or the equivalent which is not removed or dismissed
within thirty (30) days thereafter;
(i) There shall hereafter occur any material and adverse change in
the business operations and condition, financial or otherwise, of
Maker or any Guarantor or in the value of the collateral securing
repayment of this Note; and
(j) If a final judgment or judgments for the payment of money in the
aggregate in excess of $10,000.00 shall be rendered against Maker
or a Guarantor and such judgment(s) shall remain unsatisfied or
unstayed for a period of thirty (30) days.
9. No Waiver, Remedies. The failure of Payee to exercise any of its
rights and remedies shall not constitute a waiver of the right to exercise them
at that or any other time. All rights and remedies of Payee in the event
of a default shall be cumulative to the greatest extent permitted by law.
10. Expenses. If there is any default under this Note or any Security
Document and this Note is placed in the hands of any attorney for collection or
is collected through any court including any bankruptcy court, Maker promises
and agrees to pay to Payee its actually incurred attorneys fees based upon
hourly rates, court costs and all other expenses incurred in collecting or
attempting to collect or securing or attempting to secure this Note as provided
by the laws of the Commonwealth of Kentucky, or any other state where the
collateral or any part of it is situated. This section shall be deemed
supplemental to, and not to be in substitution for, that section of any Security
Document dealing with the reimbursement of expenses.
11. Waivers. Maker waives (a) presentment, demand, notice of dishonor,
protest, notice of protest and non-payment and (b) all exemptions to which Maker
may now or hereafter be entitled under the laws of the Commonwealth of Kentucky,
of any other state or of the United States and agrees that Payee shall have the
right (i) to grant Maker or any guarantor of this Note any extension of time for
payment of this Note or any other indulgence or forbearance whatsoever and (ii)
to release any security for or guarantor of payment of this Note without in any
way affecting the liability of Maker under this Note and without waiving any
rights Payee may have
3
<PAGE>
under this Note or by virtue of the laws of the Commonwealth of Kentucky, or any
other state of the United States.
12. Time of Essence. Time is of the essence in the payment and
performance of all of Borrower's obligations under this Note and all documents
securing this Note or relating hereto.
13. Venue and Jurisdiction. Maker further agrees that in the event of
any litigation for collection of or relating to this note, jurisdiction and
venue shall be proper and appropriate in any court sitting in Sarasota or Duvall
Counties, Florida, and Borrower hereby consents to such jurisdiction and venue.
14. Waiver of Jury Trial. MAKER VOLUNTARILY AND INTENTIONALLY WAIVES
AND SHALL NOT ASSERT ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION ARISING FROM OR CONNECTED WITH THIS NOTE, THE LOAN DOCUMENTS OR
ANY AGREEMENT MADE OR CONTEMPLATED TO BE MADE IN CONNECTION THEREWITH, OR ANY
COURSE OF DEALING, COURSE OF CONDUCT, STATEMENT OR ACTIONS OF ANY PARTY IN
CONNECTION WITH THIS NOTE.
15. Partial Invalidity. If any one or more of the provisions of this
Note, or the applicability of any such provision to a specific situation, shall
be held invalid or unenforceable, such provision shall be modified to the
minimum extent necessary to make it or its application valid and enforceable,
and the validity and enforceability of all other provisions of this Note and all
other applications of any such provision shall not be affected thereby. In the
event such provision(s) cannot be modified to make it or them enforceable, the
invalidity or unenforceability of any such provision(s) of this Note shall not
impair the validity or enforceability of any other provision of this Note.
16. Binding Effect. This Note shall bind the heirs, representatives,
successors and assigns of Maker and shall inure to the benefit of Payee and its
successors and assigns. Maker shall not assign or allow the assumption of its
rights and obligations hereunder without Holder's prior written consent.
/s/ Michele Davis WILSON FINANCIAL CORPORATION
- -------------------
Witness By: /s/ Catherine J. Gray
---------------------
Title: Vice President
/s/ Sherry D. Stern --------------
- ------------------- ("Maker")
Witness
- -------------------
Attest
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<PAGE>
EXHIBIT C
UNCONDITIONAL GUARANTY AGREEMENT
--------------------------------
In consideration of the Loan evidenced by the attached Note between Wilson
Financial Corporation and Imagine Investments, Inc. dated November 28, 1997 in
the original principal sum of $440,000.00, the undersigned unconditionally
guarantees the prompt payment of (i) the entire principal balance of this Note,
(ii) all accrued interest upon the principal balance hereof (iii) late fees and
(iv) all attorneys' fees and costs and expenses of collection incurred by Lender
together with the costs and expenses of maintaining and securing collateral
pursuant to all documents and instruments securing repayment of this Note, when
due, whether by acceleration or otherwise regardless of the genuineness,
validity or enforceability of this Note. The undersigned consents and agrees to
be bound by all of the terms of this Note (as the same may be extended or
renewed). The undersigned waives all rights and subrogation with respect to this
Note or any collateral securing its payment and all rights of recourse or
indemnity until this Note and all other obligations of Maker to lender shall
have been fully paid. If any payment made by Maker to Lender later deemed to be
a preference or otherwise required to be repaid or returned, the amount of such
return or repayment shall continue to be covered by this Guaranty. THE
UNDERSIGNED HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THE
UNDERSIGNED MAY HAVE TO A TRAIL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THE LOAN EVIDENCED BY THIS
NOTE OR ANY RELATED LOAN OR LENDING TRANSACTION OR ANY AGREEMENT CONTEMPLATED TO
BE EXECUTED IN CONJUNCTION THEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR LENDER MAKING THE LOAN EVIDENCED BY THIS
NOTE. THE UNDERSIGNED AGREES THAT THIS GUARANTY SHALL BE AND IS DEEMED TO BE
INCORPORATED INTO AND MADE A PART OF THIS NOTE AS THOUGH A PART THEREOF.
The liability of the undersigned shall in no way be affected by any renewal
or extension of time of payment of any instrument, indebtedness or liability, or
by any release or surrender of other security or collateral or guaranty, or by
delay in enforcement of payment of the principal or interest or of any security
connected therewith, or by any other indulgence Lender may grant Maker. Lender
may employ Maker as collection agent for all purposes of demanding and securing
payment of any or all of the instruments or liability.
The undersigned hereby declares to and covenants with lender, its
successors or assigns, that the undersigned has no defense whatever to any
action, suit or other proceedings, at law or otherwise, that may be instituted
under or on account of this Guaranty, including all questions as to the
validity, regularity or enforceability of the obligation of Maker.
Notwithstanding the death of the undersigned, this instrument shall be
binding on the estate of the decedent as to any obligation incurred either
before or after or extended after such death.
Lender shall not be bound to exhaust its recourse against or upon the
security or collateral it may hold or against any other person before being
entitled to payment from the undersigned or any of them of the amount hereby
guaranteed. This Guaranty Agreement constitutes a guaranty of payment.
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<PAGE>
Lender is hereby authorized and empowered, at its option to appropriate and
apply to the payment and extinguishment of the liability created by the
foregoing guaranty at any time after such liability shall become payable, any
and all monies or other property of the undersigned and the proceeds thereof
(including safekeeping or pledge) for this or any other liability of the
undersigned, and including any balance on deposit or otherwise for the account
of, or to the credit of, or belonging to, any of the undersigned.
Lender is hereby authorized and empowered, at its option, at any time after
the liability created by the foregoing guaranty become payable, to sell assign
and deliver any securities or property at any time given unto or left in the
possession or custody of Lender for any purpose (including safekeeping or
pledge) for this or any other liability of the undersigned or in which any of
the undersigned may have interest, at public or private sale, for cash, upon
credit, or for future delivery, all at the option of Lender or any of its
officers, without demand, advertisement, or notice, all of which are hereby
expressly waived.
Upon any sale or sales at public or private sale, above provided for,
Lender, its successors or assigns, may bid for and/or purchase the whole or any
part of such securities or property free from any right of redemption, which is
hereby waived and released.
In case of any sale by Lender of any of said securities or property on
credit or for future delivery, the securities and property sold may be retained
by Lender until the selling price is paid by the purchaser and lender shall
incur no liability in case of failure of the purchaser to take up any pay for
the securities or property so sold. In case of any such failure the securities
or property may be again sold.
/s/ Allyn B. Horton /s/ J Steven Wilson
- ----------------------- -------------------
Witness J Steven Wilson
("Guarantor")
/s/ Carol A. Abdullah
- -----------------------
Witness
6
<PAGE>
EXHIBIT D
STOCK PLEDGE AGREEMENT
This Stock Pledge Agreement is entered into and effective as of November 28,
1997, by and between Wilson Financial Corporation ("Borrower"), a Florida
corporation and Imagine Investments, Inc. ("Lender"), a Delaware corporation
having its principal office in Dallas, Texas.
Recitals:
A. Pursuant to the terms of that certain Term Promissory Note of even date
herewith executed by Borrower in favor of Lender in the original principal
amount of Four Hundred Forty Thousand Dollars ($440,000.00), as the same may
hereafter be amended or otherwise modified from time to time in writing by the
parties thereto (the "Note"), Lender has agreed to extend and amend a term loan
(the "Term Loan") to Borrower in such amount as evidenced by the Note.
B. In order to induce Lender to make the loan evidenced by the Note, without
which inducement Lender would be unwilling to do so, Borrower has agreed to
pledge 130,542 shares of the issued and outstanding common capital stock of
Riverside Group, Inc. (the "Corporation") (the "Stock") to Lender, to secure the
payment of the Term Loan.
Agreement:
Now, Therefore, the parties hereby agree as follows:
1. Pledge and Deposit of Shares. Borrower hereby pledges, assigns and grants a
security interest to Lender in 130,542 shares of the Stock, as represented by
Certificate Nos. 24985, 24862, 24,840 and 19700 now standing in Borrower's name
and constituting approximately one and nine-tenths percent (1.9%) of the issued
and outstanding capital stock of the Corporation, which certificates have been
delivered herewith by Borrower to Lender, together with duly executed blank
stock powers attached thereto, all as collateral security for the full and
punctual payment and due performance by Borrower of (i) the Note and (ii) all
other liabilities, obligations and indebtedness of whatever kind of Borrower to
Lender, whether created directly or acquired by Lender by assignment or
otherwise, whether now existing or hereafter created, arising or acquired,
absolute or contingent, joint or several, due or to become due, and including,
but not limited to, future advances by Lender to Borrower. All of the foregoing
are referred to collectively herein as the "Secured Obligations."
1.1 Further Pledge and Deliveries. The certificates or other instruments
evidencing all new shares of capital stock and all other securities, rights,
warrants, options and the like hereafter created in respect of the Stock,
whether by stock split, stock dividend, merger, consolidation or otherwise,
shall be delivered by Borrower to, and shall be held by, Lender under the terms
and conditions of this Stock Pledge Agreement and subject to the pledge and
security interest herein
<PAGE>
granted, and the term "Stock" as used herein shall be deemed to include all such
new shares, securities, rights, warrants, options and the like. At its sole
option, Lender may transfer the shares of Stock into its own name.
2. Covenants. During the period the Stock is being held as security hereunder,
Borrower shall not, without the prior written consent of Lender, allow the
Corporation to (i) issue any additional capital stock or other equity securities
of any kind or options, subscription rights, warrants or other instruments with
respect thereto or any other instruments convertible into shares of its capital
stock, or sell or issue any treasury stock, (ii) merge into or with or
consolidate with any other corporation or business or otherwise participate in
any reorganization or sell or lease to others all or substantially all of its
assets, (iii) amend its Articles of Incorporation or By-Laws in any manner that
would have a material adverse effect on Lender's rights with respect to the
Stock, or liquidate or dissolve or take any steps to effect same, or (iv) effect
a recapitalization or alter its capital structure.
3. Voting Rights; Dividends, Etc. So long as no Event of Default shall have
occurred Borrower shall be entitled to exercise any and all voting and/or
consensual rights and powers relating or pertaining to the Stock or any part
thereof for any purpose not inconsistent with the terms of this Stock Pledge
Agreement.
3.1 Upon Default. Notwithstanding anything to the contrary contained
herein, immediately upon the occurrence of any "Event of Default", as
hereinafter defined, Lender shall be entitled to exercise all voting rights and
privileges whatsoever with respect to the Stock, and to that end Borrower
hereby constitutes Lender as its proxy and attorney-in-fact for all purposes of
voting the Stock, and this appointment shall be deemed coupled with an interest
and is and shall be irrevocable until the Indebtedness has been fully paid and
this Security Agreement terminated, and all persons whatsoever shall be
conclusively entitled to rely upon Lender's verbal or written certification that
it is entitled to vote the Stock hereunder. Borrower shall execute and deliver
to Lender any and all additional proxies and powers of attorney that Lender may
desire in order to vote more effectively the Stock in its own name. Upon any
Event of Default hereunder, Lender may vote the Stock to remove the directors
and officers of the Corporation and to elect new such officers and directors who
shall thereafter manage the affairs of the Corporation, operate any of its
properties and carry on any business and otherwise take any action with respect
thereto as they shall deem necessary and appropriate and may also liquidate the
Corporation and its business, and may authorize the borrowing of money in the
name of the Corporations and the pledge of their assets to secure such
borrowing.
4. Status of the Stock. Borrower hereby represents and warrants to Lender that
(a) the Stock is validly issued and outstanding, fully paid and non-assessable
and constitutes approximately ______ percent (__%) of the issued and outstanding
capital stock of the Corporation, (b) Borrower is the registered and absolute
beneficial owner of approximately forty-eight percent (48%) of the issued and
outstanding capital stock of the Corporation, (c) all of the Stock is free and
clear of liens, charges and encumbrances in favor of persons other than Lender,
(d) Borrower has the full power and authority to pledge the Stock to Lender
pursuant to this Stock Pledge Agreement and (e) that the Corporation is a
corporation validly existing under the law of the State
2
<PAGE>
of Florida. No part of the Stock shall be sold, transferred or assigned by
Borrower without the prior written consent of Lender, which consent may be
arbitrarily withheld so long as this Stock Pledge Agreement is in effect.
4.1 Status of the Stock. Borrower represents and warrants that (i) the
stock was acquired from the Corporation or one of its affiliates and if fully
paid and non-assessable for more than three years and (ii) Borrower is an
affiliate of the Corporation. Borrower covenants and agrees that, during any
period of sale or liquidation of the Stock by Lender, Borrower shall not sell
any other stock of the Corporation if such sale would restrict or limit Lender's
sale of the Stock under S.E.C. rule 144 or if such sale by Borrower would cause
or contribute to a decline in the share price of the Stock. Borrower further
agrees in the event of any such sale or liquidation by Lender, to execute any
and all forms, including but not limited to Forms 144 and customary broker's and
seller's representation letters, to enable Lender to effect the sale of the
Stock.
4.2 Further Steps. Borrower shall further take all necessary actions to
remove any restrictive legend affecting the Stock and to assist in the
effectuation of the sale of the Stock including, at Borrower's expense, the
supplying of opinions of counsel customarily required to effect such sales.
5. Maintenance of Priority of Pledge. Borrower shall be liable for and shall
from time to time pay and discharge all taxes, assessments and governmental
charges imposed upon the Stock by any federal, state or local authority, the
liens of which would or might be held prior to the right of Lender in and to the
Stock or which are imposed on the holders and/or registered owners of the Stock.
Borrower shall not, at any time while this Stock Pledge Agreement is in effect,
do or suffer any act or thing whereby the rights of Lender in the Stock would
or might be materially impaired or diminished. Borrower shall execute and
deliver such further documents and take such further actions as may be required
to confirm the rights of Lender in and to the Stock or otherwise to effectuate
the intention of this Stock Pledge Agreement. Borrower shall perform all terms
of the indebtedness and obligations to Bank of Boston secured by the first
priority pledge of and security interest in any portion of capital stock of the
Corporation pledged to Bank of Boston and shall pay all of such indebtedness and
related obligations according to their terms.
6. Events of Default. Each of the following shall be deemed an "Event of
Default" hereunder:
6.1 Cross Default. The occurrence of any Event of Default under the Note
or any "Security Document," as such term is defined in the Note, or under any
other related instrument or agreement;
6.2 Default Hereunder. The occurrence of any default of any kind
whatsoever under the terms, covenants and conditions of this Stock Pledge
Agreement; or
3
<PAGE>
6.3 Breach of Covenants, Etc. If any covenant, representation or warranty
made in this Stock Pledge Agreement or in any other Security Document or related
instruments or agreements executed by Borrower in connection with the loan
secured hereby shall prove to be untrue and misleading in any respect.
6.4 Default Under Other Financing. If Borrower is in default or breach of
its obligations to Bank of Boston beyond any applicable period of grace or for
cure of such default or breach.
7. Remedies Upon Default. Upon the occurrence of any Event of Default referred
to in Section 6 above, Lender shall have all rights and remedies in and against
the Stock and otherwise of a secured party under the Uniform Commercial Code as
enacted in the Commonwealth of Kentucky and the State of Florida (the "UCC") and
all other applicable laws and shall also have all of the rights provided herein,
in the Note and in all other Security Documents, all of which rights and
remedies shall be cumulative to the fullest extent permitted by law. In
connection with the foregoing, Lender shall have the right:
7.1 Right of Sale. To declare the Note and the other Indebtedness
immediately due and payable in full, and to sell the Stock in one or more lots,
and from time to time, upon ten (10) business days' prior to written notice to
Borrower of the time and place of sale (which notice Borrower hereby
conclusively agrees is commercially reasonable), for cash or upon credit or for
future delivery, Borrower hereby waiving all rights, if any, of marshaling the
Stock and any other security for the payment of the Note and other Indebtedness,
and at the option and in the sole discretion of Lender, to either:
7.2 Public Sale. Sell the Stock at a public sale or sales, including a
sale at or on any broker's board or stock exchange; or
7.3 Private Sale. Sell the Stock at a private sale or sales.
7.4 Lender May Purchase. Lender may bid for and acquire the Stock or any
portion thereof at any public sale, free from any redemption rights of Borrower,
and in lieu of paying cash therefor, may make settlement for the selling price
of the Stock or any part thereof by crediting the net selling price of the Stock
against the Note and other Indebtedness, after deducting all of Lender's costs
and expenses of every kind and nature therefrom, including Lender's attorneys'
fees incurred in connection realizing upon the Stock, provided the same is not
prohibited by the laws of the Commonwealth of Kentucky.
7.5 Postponement. From time to time Lender may, but shall not be obligated
to, postpone the time of any proposed sale of any of the Stock, which has been
the subject of a notice as provided above, and also, upon ten (10) days' prior
written notice to Borrower (which notice Borrower conclusively agrees is
commercially reasonable), may change the time and/or place of such sale.
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<PAGE>
7.6 Tender. In the case of any sale by Lender of the Stock or any portion
thereof on credit or for future delivery, which may be elected at the option and
in the sole discretion of Lender, the Stock so sold may, at the sole option of
Lender, either be delivered to the purchaser or retained by Lender until the
selling price is paid by the purchaser, but in either event Lender shall incur
no liability, to Borrower or otherwise, in case of failure of the purchaser to
take up and pay for the Stock so sold. In case of any such failure, such Stock
may be sold again by Lender in the manner provided in this Section 7.
7.7 Costs and Expenses. After deducting all of Lender's costs and expenses
of every kind, including, but not limited to, legal fees and registration
(Securities and Exchange Commission and other) fees and expenses, if any,
incurred in connection with the sale of the Stock, Lender shall apply the
residue of the proceeds of any sale or sales of the Stock against Indebtedness,
in the order of priority elected by Lender. Lender shall not incur any liability
to Borrower or otherwise as a result of the sale of the Stock at any private
sale or sales, and Borrower hereby waives any claim arising by reason of (i) the
fact that the price or prices for which the Stock or any portion thereof is sold
at such private sale or sales is less than the price which would have been
obtained at a public sale or sales or is less than the amount due under the Note
and other obligations secured hereby, even if Lender accepts the first offer
received and does not offer the Stock or any portion thereof to more than one
offeree, (ii) any delay by Lender in selling the Stock following an Event of
Default hereunder, even if the price of the Stock thereafter declines, or (iii)
the immediate sale of the Stock upon the occurrence of an Event of Default
hereunder, the applicable grace or cure period having been duly observed prior
thereto, even if the price of the Stock should thereafter increase. Borrower
shall remain liable for any deficiency remaining due under the Note, this Stock
Pledge Agreement any related documents or instruments.
8. Notices. All notices and other communications hereunder shall be in writing
and shall be deemed to have been duly given (i) upon being delivered personally
(or by confirmed telefax or other electronic delivery method; or (ii) four (4)
days after being mailed by certified mail, return receipt requested, postage
prepaid, or (iii) one (1) day after being sent by Federal Express or other
reputable overnight delivery service providing delivery confirmation, for next
day delivery, in each case to the parties at the following address (or at such
other address for a party as shall be specified by like notice):
If to the Borrower:
Wilson Financial Corporation
7800 Belfort Parkway
Jacksonville, Florida 32256
Attention: J. Steven Wilson
With a copy to:
Kirschner, Main, Graham, Tanner & Demont
One Independent Drive, Suite 2000
Post Office Box 1559
Jacksonville, Florida 32201-1559 (32202 for street address)
Attention: Kenneth M. Kirschner, Esq.
5
<PAGE>
If to Lender, to:
Imagine Investments, Inc.
8150 No. Central Expressway, Suite 1901
Dallas, Texas 75206
With a copy to:
Michael M. Fleishman, Esq.
Greenebaum Doll & McDonald PLLC
3300 National City Tower
Louisville, Kentucky 40202
9. Miscellaneous.
9.1 Future Advances. This Stock Pledge Agreement also secures all
additional loans and/or future advances that may be made hereafter at any time
by Lender.
9.2 Governing Law. The laws of the Commonwealth of Kentucky shall govern
the construction of this Stock Pledge Agreement and the rights, remedies and
duties of the parties hereunder.
9.3 Successors and Assigns. This Stock Pledge Agreement shall bind
Borrower, and its successors and assigns, and shall inure to the benefit of
Lender and its successors and assigns.
9.4 Time of Essence. Time shall be of the essence in the performance of
Borrower's obligations hereunder.
9.5 Captions. The several captions, headings, sections and subsections of
this Stock Pledge Agreement are inserted for convenience only and shall be
ignored in interpreting the provisions of this Stock Pledge Agreement.
9.6 Modifications. This Stock Pledge Agreement may be modified or amended
only by written agreement executed by all of the parties hereto.
9.7 Lender's Expenses. Borrower agrees that it shall be responsible for
and shall pay Lender's expenses incurred in effecting the Term Loan, including
Lender's attorneys fees which can be deducted from the proceeds of the Term
Loan.
10. Termination. This Pledge Agreement shall terminate when the Indebtedness
has been paid in full, at which time Lender shall reassign and redeliver,
without recourse upon or warranty by Lender and at the expense of Borrower (or
cause to be so reassigned and redelivered to Borrower or to such person or
persons as Borrower shall designate), against receipt, such of the Stock (if
any) as shall not have been sold or otherwise applied by Lender pursuant to the
terms hereof and shall still be held by it hereunder, together with appropriate
instruments of reassignment and release.
6
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In Witness Whereof, the parties have entered into this Agreement as of the
date first written above.
Wilson Financial Corporation
/s/ Michele Davis By: /s/ Catherine J. Gray
- ---------------------- -----------------------
Witness Title: Vice President
--------------------
("Borrower")
Imagine Investments, Inc.
By: /s/ Paul Glummer
- ---------------------- -----------------------
Witness Title: Vice President
--------------------
("Lender")
- ---------------------
Attest
The foregoing is hereby consented to:
/s/ J. Steven Wilson
- --------------------------
J. Steven Wilson
Date: November 1, 1997
7
