Exhibit 7.21
ESTOPPEL AGREEMENT
THIS AGREEMENT, made this 20th day of Feb., 2001, by and between RIVERSIDE
GROUP, INC. ("Borrower") and Imagine Investments, Inc. ("Purchaser").
RECITALS:
A. As of April 1, 1999, pursuant to that certain Credit Agreement dated as
of April 1, 1999 by and among Borrower, the parties executing the agreement as
Holders, and Xxxxxxxx X. Xxxxxx as agent for the Holders, as amended (the
"Credit Agreement"), the Holders made a loan to Borrower in the original
principal amount of $10,000,000.00 (the "Loan") evidenced by certain promissory
notes dated April 1, 1999 (the "Notes").
B. The Purchaser now desires to acquire certain of the Notes from the
Holders.
NOW THEREFORE, to induce Purchaser to acquire certain of the Notes, and
intending to be legally bound, the Borrower represents, warrants, covenants and
agrees as follows:
1. Terms. As used herein, terms shall have the meanings set forth in the
Credit Agreement.
2. Representations and Warranties. Borrower ratifies and confirms the
existence, validity and enforceability of the Notes and all instruments securing
the Notes, and represents and warrants that upon the date of the execution of
this Agreement:
(a) The only principal payment on the Loan was in the amount of
$500,000.00 paid to the Agent in five separate payments from June 15, 2000
to August 14, 2000, and interest payments totaling $849,506.86 were paid to
Holders during the year 2000.
(b) $9,500,000.00 in principal amount plus $1,083,909.08 in interest
calculated to February 15, 2001 is owed on the Notes.
(c) there are no claims, counterclaims, defenses, setoffs, or deductions
which Borrower now has with respect to the indebtedness represented by the
aforesaid Notes, or against the Holders arising out of any of the Notes or
any instrument securing any of the Notes or any other activities,
communications or relationships existing between any of the Borrower and
any of the Holders, the Agent or their representatives.
3. Waiver. To the extent that there are any claims, counterclaims,
defenses, setoffs, or deductions which Borrower now has or may have with respect
to the indebtedness represented by the aforesaid Notes, or against the Holders
or Agent or their representatives arising out of any of the Notes or any
instrument securing any of the Notes or any other actions, activities,
communications, courses of conduct or relationships existing between any of the
Borrower and any of the Holders or Agent, the Borrower hereby irrevocably and
unconditionally waives and releases the same. Furthermore, in connection with
the Purchaser's acquisition of the Notes, Borrower hereby waives the requirement
of delivery of a written opinion of counsel pursuant to Section 12.1 of the
Credit Agreement.
4. Miscellaneous. Borrower acknowledges and consents to the fact that
Purchaser will rely on the foregoing representations, warranties and waivers in
connection with Purchasers
acquisition of the Notes. This instrument shall inure to the benefit of and be
binding upon the heirs, personal representatives, successors and assigns of the
parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.
RIVERSIDE GROUP, INC.
/s/ J. Xxxxxx Xxxxxx
By:_______________________________
Name: J. Xxxxxx Xxxxxx
Title: President and CEO
Accepted and Approved:
IMAGINE INVESTMENTS, INC.
/s/ Xxxx X. Xxxxx
By:_______________________________
Name: Xxxx X. Xxxxx
Title: V.P.
