Exhibit 7.12
PLEDGE AND SECURITY AGREEMENT
(Investment Property)
THIS SECURITY AGREEMENT is made as of April 1, 1999, between:
RIVERSIDE GROUP, INC.
0000 Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000
(the "Debtor")
and
XXXXXXXX X. XXXXXX,
as agent for the Holders (as defined below)
000-X Xxxxxxxxx Xxx
Xxxxxxxxxxxx, XX 00000
(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.
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"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;
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(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
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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
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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
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"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.
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(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 xxx 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
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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
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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.
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(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/ Xxxxxx X. Xxxxx
By ___________________________________
Authorized Signer
Its _________________ President
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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 Xxxxxxxxx Technologies Corporation common stock
("Xxxxxxxxx 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.
