Exhibit 7.5
Amendment No. 4 to
Stock Purchase Agreement
THIS AMENDMENT No. 4 is entered into as of December 9, 1998, between
Riverside Group, Inc., a Florida corporation (the "Seller"), and Imagine
Investments, Inc., a Delaware corporation ("Purchaser").
Preamble
The Seller and the Purchaser are parties to that certain Stock Purchase
Agreement dated as of October 5, 1998 (the "Agreement") and Amendment No. 1 to
the Agreement dated November 4, 1998, and. Amendment No. 2 dated November 18,
1998, and Amendment No. 3 dated November 30, 1998 and desire to modify certain
of the provisions thereof as set forth herein.
NOW THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable consideration hereinafter set forth,
the parties hereto agree as follows:
1. Definitions. Capitalized terms used herein without definition that
are defined in the Agreement shall have the same meanings herein as therein.
2. Amendment of Section 1.02 of the Agreement. Section 1.02 (b) of
the Agreement is hereby amended as follows:
(a) The reference to "November 4" contained in the first sentence of
the Agreement (but not anywhere else) and as amended to November 30 in Amendment
No. 2, and as amended to December 9 in Amendment No. 3 is hereby changed to
"December 23."
3. Miscellaneous. This Amendment No. 4 may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. To the extent not
inconsistent with this Amendment No. 4 and Amendment No. 1 and 2 and 3, the
Agreement remains in full force and effect. The Agreement, as amended by
Amendment Xx. 0, Xx. 0, Xx. 0, and this Amendment No. 4, supersedes all prior
negotiations and agreements (written or oral) among the parties with respect to
the subject matter covered thereby and constitutes the entire understanding
among the parties thereto.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf, by an officer thereunto duly authorized,
all as of the date first above written.
IMAGINE INVESTMENTS, INC.
By_______________________________
Name:
Title:
"Purchaser"
RIVERSIDE GROUP, INC.
/s/ Xxxxxxxxx X. Xxxx
By_______________________________
Name: Xxxxxxxxx X. Xxxx
Title: Sr. Vice President
"Seller"
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