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 0000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX
00000 ("Assignor") and IMAGINE INVESTMENTS, INC., a Delaware corporation, having
a principal office and place of business at Suite 1901, 0000 Xxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxx, XX 00000 "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.
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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, Xxxxxxxx X. 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.
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ASSIGNOR:
/s/ Xxxxxxx X. Xxxxxx
By:_____________________________
Xxxxxxx X. Xxxxxx
Name:___________________________
Asst. Vice President,
Controller, Treasurer
Title:__________________________
ASSIGNEE:
/s/ Xxxx X. Xxxxx
By:_____________________________
Xxxx X. Xxxxx
Name:___________________________
Vice President
Title:__________________________
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XXXXXXXXXXXXXXX
XXXXX XX XXXXX :
: SS
COUNTY OF DALLAS
I CERTIFY that on February 16, 2001, Xxxx X. Xxxxx 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/ Xxxxx X. Xxxxxx
___________________________________________
Xxxxx X. Xxxxxx
Notary's Printed Name:_____________________
Texas
Notary Public of___________________________
September 26, 2004
My Commission Expires:_____________________
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ACKNOWLEDGEMENT
STATE OF DELAWARE :
: SS
COUNTY OF NEW CASTLE
I CERTIFY that on February 15, 2001, Xxxxxxx Xxxxxx 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/ Xxxx X. Xxxx
_______________________________________
Xxxx X. Xxxx
Notary's Printed Name:_________________
Delaware
Notary Public of_______________________
February 1, 2004
My Commission Expires:_________________
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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.
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