Exhibit 10.5(f)
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FOURTH AMENDMENT OF NOTE
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THIS FOURTH AMENDMENT OF NOTE("Amendment") is made as of December 28, 2001,
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by and among RIVERSIDE GROUP, INC., a Florida corporation ("Obligor") and WICKES
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INC., a Delaware corporation ("Lender").
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RECITALS:
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A. Lender has loaned to Obligor the principal sum of $871,844.00 (the
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"Loan"). The Loan is evidenced by a certain Note dated January 15, 1998 (the
"Original Note"), made by Obligor in the original principal amount of
$871,844.00 payable to Lender, which Original Note was to have matured on May
15, 2001. (the "Maturity Date").
B. Pursuant to a letter agreement (the "First Amendment") dated as of March
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31, 1999 by and between Lender and Obligor, Lender agreed to, among other
things, defer the payment of all principal and interest until June 30, 1999 and
increase the rate of interest of deferred payments of interest.
C. Pursuant to a letter agreement (the "Second Amendment") dated as of
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November 10, 1999 by and between Lender and Obligor, Lender agreed to, among
other things, defer the payment of all principal and interest until November 15,
2000 and increase the rate of interest of deferred payments of interest.
D. Pursuant to a letter agreement (the "Third Amendment") dated as of March
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27, 2000 by and between Lender and Obligor, Lender agreed to, among other
things, defer the payment of all principal until one year from March 31, 2000
and to have interest then currently due and accrued to be paid on March 31,
2000. The parties also agreed that quarterly payments of principal in the amount
of $67,065 would commence on April 1, 2001.
E. The Original Note, as amended by the First Amendment, the Second
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Amendment and the Third Amendment (collectively, the "Amendments") is
hereinafter referred to as the "Amended Note".
F. The Obligor has requested Lender to (i) extend the Maturity Date until
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December 28, 2002 and (ii) waive any existing defaults. Lender is willing to
grant such requests, subject to the terms and conditions set forth below.
NOW, THEREFORE, in order to induce Lender to extend the Maturity Date and
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waive any existing defaults, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Obligor and Lender
hereby agree as follows:
1. Incorporation of Recitals. The Recitals set forth above are incorporated
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herein and made a part hereof.
2. Extension of Maturity Date. The maturity date of the Loan is hereby
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extended to December 28, 2002, and all references in the Note to the "Maturity
Date" shall be deemed to mean December 28, 2002.
3. Repayment of Loan. Obligor and Lender acknowledge and agree that on the
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date hereof, the outstanding principal balance of the Loan is $402,389.56 and
the unpaid, due and outstanding interest on the Loan is $27,402.09.
1
2
Notwithstanding anything to the contrary contained in the Amended Note, payment
of principal and interest on the Loan (if not sooner declared to be due in
accordance with the provisions of the Amended Note) shall be made in one payment
in full on the Maturity Date; provided, however, Obligor shall make a payment of
$25,000 toward outstanding interest on the date hereof.
4. Interest Rate. Paragraph 2 of the Original Note is hereby amended so
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that from the date hereof until paid, interest shall accrue on the outstanding
principal of the Amended Note at the rate of 10% per annum.
5. Waiver of Existing Defaults. Lender hereby waives any existing defaults
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under the Amended Note. The execution and delivery of this Amendment does not
constitute a waiver by Lender of any default other than the existing defaults.
6. Ratification of Liability. Obligor hereby ratifies and confirms its
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liabilities and obligations under the Amended Note and acknowledges that it has
no defenses, claims or set-offs to the enforcement by Lender of its obligations
and liabilities thereunder.
7. Amendment Binding. This Amendment shall be binding on Lender and Obligor
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and their respective successors and permitted assigns, and shall inure to the
benefit of Lender and its successors and assigns.
8. Continued Effectiveness. Except as expressly provided herein, the
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Amended Note shall remain in full force and effect in accordance with its terms.
9. Counterparts. This Amendment may be executed in counterparts, and all
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said counterparts when taken together shall constitute one and the same
Amendment.
IN WITNESS WHEREOF, this Amendment has been entered into as of the date
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first above written.
WICKES INC. RIVERSIDE GROUP, INC.
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by:_________________________ by:___________________________
title:________________________ title:__________________________
