AGREEMENT

Exhibit 99.A

AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered into as of May 21, 2006, by and between GENEVE CORPORATION, a Delaware corporation (“Geneve”), and XXXX X. XXXXXXXX (“Xxxxxxxx”).

WHEREAS, Geneve, together with its affiliated companies, is the majority beneficial shareholder of THE ARISTOTLE CORPORATION, a Delaware corporation (the “Company”), and is considering proposing to the Board of Directors of the Company a transaction whereby Geneve would acquire the remaining shares of the Company in a going private transaction;

WHEREAS, Xxxxxxxx is the beneficial owner of 102,403 shares of the Company’s Common Stock, par value $.01 per share (the “Common Stock”), and 62,843 shares of the Company’s Series I Preferred Stock, par value $.01 per share (the “Series I Preferred Stock”) (such shares of Common Stock and Series I Preferred Stock, together with any shares of Common Stock and Series I Preferred Stock hereafter acquired by Xxxxxxxx, are hereinafter collectively referred to as the “Shares”); and

WHEREAS, as a condition of its proposing the transaction, Geneve has requested that Xxxxxxxx enter into this Agreement, and Xxxxxxxx is entering into this Agreement as an inducement to Geneve to propose and endeavor to consummate the transaction.

NOW, THEREFORE, in consideration of the mutual covenants, conditions and agreements contained herein, the parties agree as follows:

SECTION 1. The Transaction.

(a) Upon execution by the parties of this Agreement, Geneve will propose (the “Geneve Proposal”) to the Company’s Board of Directors a transaction (the “Transaction”) pursuant to which all of the issued and outstanding shares of the Company’s equity securities not already owned by Geneve or its affiliated companies would be acquired for cash consideration.

(b) Geneve will recommend, and would expect, that the Company’s Board of Directors establish a committee of directors, comprised solely of independent directors1 (the “Special Committee”), which, in conjunction with its professional legal and financial advisors, would review, evaluate and issue a recommendation to the Company’s full Board of Directors with respect to the Geneve Proposal.

(c) If the Special Committee approves the Transaction or does not approve the Transaction but approves a transaction at a higher price than proposed by Geneve for either or both of the Common Stock and the Series I Preferred Stock (the “Alternative Transaction”), and

1 The independent directors of the Company currently are Xxx Xxxxxxx, Xxxx Xxxxx, Xxxxx Xxxxx and Xxxx Xxxxxxxx.

agrees to recommend the Transaction or the Alternative Transaction to the Company’s Board of Directors and shareholders, Xxxxxxxx agrees to support and vote in favor of the Transaction or Alternative Transaction, as provided in this Agreement, if it provides cash consideration for:

(i) shares of the Company’s Common Stock at a price per share of not less than $8.06; and

(ii) shares of the Company’s Series I Preferred Stock at a price per share of not less than $8.25, plus all accrued and unpaid dividends on the Company’s Series I Preferred Stock to the date of closing of the Transaction or the Alternative Transaction, as the case may be.

(d) If the Special Committee approves the Transaction and agrees to recommend it to the Company’s Board of Directors and shareholders, Geneve agrees to support and to vote in favor of the Transaction, as provided in this Agreement. If the Special Committee does not approve the Transaction, but approves the Alternative Transaction, Geneve shall inform Xxxxxxxx in writing, within 14 days, whether it would or would not agree to support and vote in favor of the Alternative Transaction. If Geneve informs Xxxxxxxx that it agrees to support and vote in favor of the Alternative Transaction, then Geneve will be obligated to support and vote in favor of the Alternative Transaction, as provided in this Agreement.

(e) If Geneve informs Xxxxxxxx that it would not agree to support and vote in favor of the Alternative Transaction, this Agreement shall terminate, as provided in Section 11.

SECTION 2. Actions. Each of Geneve and Xxxxxxxx agrees that unless and until the termination of this Agreement in accordance with Section 11, neither will take any action or assist others in taking any action, by filing of a lawsuit or otherwise, to enforce any claim or to bring or prosecute any other action of any kind against the other or the Company, or their respective affiliates, with respect to any matter relating to facts or circumstances in existence on the date hereof, other than related to the enforcement of this Agreement.

SECTION 3. Representations and Warranties of Xxxxxxxx. Xxxxxxxx represents and warrants to Geneve as follows:

(a) Xxxxxxxx is the beneficial owner of the Shares. Except for the Shares, Xxxxxxxx does not have dispositive or voting power over any other securities of the Company.

(b) The Shares and the certificates or agreements representing the Shares are now and at all times during the term of this Agreement will be held by Xxxxxxxx, or by a nominee or custodian for the benefit of Xxxxxxxx, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising under this Agreement.

(c) This Agreement has been duly authorized, executed and delivered by Xxxxxxxx and constitutes the legal, valid and binding obligation of Xxxxxxxx, enforceable against Xxxxxxxx in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of

creditors’ rights generally. Neither the execution and delivery of this Agreement nor the consummation by Xxxxxxxx of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Xxxxxxxx is a party or bound or to which the Shares are subject. To the best of Xxxxxxxx’x knowledge, consummation by Xxxxxxxx of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Xxxxxxxx or the Shares.

(d) No broker, investment banker, financial adviser or other person is entitled to any broker’s, finder’s, financial adviser’s or other similar fee or commission from Xxxxxxxx in connection with the transactions contemplated hereby.

(e) Xxxxxxxx understands and acknowledges that Geneve is making the Geneve Proposal in reliance, in part, upon Xxxxxxxx’x execution and delivery of this Agreement. Xxxxxxxx agrees that irreparable damage would occur and that Geneve would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Geneve shall be entitled to an injunction or injunctions to prevent breaches by Xxxxxxxx of this Agreement and to enforce specifically the terms and provisions of this Agreement without the need to post any bond or other security.

SECTION 4. Representations and Warranties of Geneve. Geneve represents and warrants to Xxxxxxxx as follows:

This Agreement has been duly authorized, executed and delivered by Geneve and constitutes the legal, valid and binding obligation of Geneve, enforceable against Geneve in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally. Neither the execution and delivery of this Agreement nor the consummation by Geneve of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Geneve is a party or bound or to which the shares of the Company’s Common Stock or Series J Preferred Stock, par value $.01 per share (the “Series J Preferred Stock”) beneficially owned by Geneve or any of its affiliated companies are subject. To the best of Geneve’s knowledge, consummation by Geneve of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Geneve or the shares of Common Stock and/or Series J Preferred Stock beneficially owned by Geneve or any of its affiliated companies. For the avoidance of doubt, the representations and warranties contained in this Section 4 do not address the consummation of the Transaction or Alternative Transaction, as applicable.

SECTION 5. Agreement to Vote Shares. At every meeting of the shareholders of the Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the shareholders of the Company with respect to any of the following, Xxxxxxxx shall vote all of the Shares, and Geneve shall vote all

of the shares of Common Stock beneficially owned by Geneve or any of its affiliated companies, whether now held or acquired anytime prior to such vote: (i) in favor of approval of the Transaction or the Alternative Transaction, as the case may be, and any matter necessary to facilitate the Transaction or the Alternative Transaction and (ii) against (x) approval of any proposal made in opposition to or in competition with the Transaction or the Alternative Transaction and (y) any amendment of the Company’s Amended and Restated Certificate of Incorporation or Amended and Restated By-laws, or any other proposal or transaction (including any consent solicitation to remove or elect any directors of the Company) involving the Company or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify, or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to the Transaction or the Alternative Transaction, as applicable.

SECTION 6. No Transfer. Xxxxxxxx will not, except as contemplated by the terms of this Agreement, (i) transfer (the term “transfer” to include, without limitation, any sale, gift, pledge, encumbrance or other disposition), or consent to any transfer of, any of the Shares or any interest therein, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of the Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to the Shares (except as contemplated by this Agreement), (iv) deposit the Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares or (v) take any other action that would in any way restrict, limit or interfere with the performance of the obligations of Xxxxxxxx under this Agreement. Once the Transaction or Alternative Transaction has received all necessary shareholder, Governmental and all other approvals, Xxxxxxxx may transfer the Shares at will.

SECTION 7. No Solicitation. Xxxxxxxx will not, and will not permit any investment banker, attorney or other adviser or representative acting on Xxxxxxxx’x behalf to, directly or indirectly, (i) solicit, initiate or encourage the submission of, any proposal for the acquisition of the Common Stock or the Series I Preferred Stock or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, the acquisition of the Common Stock or the Series I Preferred Stock.

SECTION 8. Grant of Irrevocable Proxy; Appointment of Proxy.

(a) Unless and until this Agreement is terminated in accordance with its terms, Xxxxxxxx irrevocably grants to, and appoints Geneve, or any individual designated by Geneve, Xxxxxxxx’x proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Xxxxxxxx, to vote all of the Shares, or grant a consent or approval in respect of the Shares, at any meeting of shareholders of the Company or at any adjournment thereof or in any other circumstances upon which Xxxxxxxx’x vote, consent or other approval is sought, against any amendment of the Company’s Amended and Restated Certificate of Incorporation or Amended and Restated By-laws, or any other proposal or transaction (including any consent solicitation to remove or elect any directors of the Company) involving the Company or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify, or result in a breach of any covenant,

representation or warranty or any other obligation or agreement of the Company under or with respect to the Transaction or the Alternative Transaction, as applicable.

(b) Xxxxxxxx hereby affirms that (i) the irrevocable proxy set forth in this Section 8 is given in connection with delivery of the Geneve Proposal and to secure the performance of the duties of Xxxxxxxx under this Agreement, (ii) the irrevocable proxy is coupled with an interest and may not be revoked unless and until this Agreement is terminated in accordance with its terms and (iii) the irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the Delaware General Corporation Law (the “DGCL”).

SECTION 9. Certain Events. (a) Xxxxxxxx agrees that this Agreement and the obligations hereunder shall attach to the Shares and shall be binding upon any person or entity to which legal or beneficial ownership of the Shares shall pass, whether by operation of law or otherwise, including without limitation Xxxxxxxx’x heirs, guardians, administrators or successors.

(b) In the event of any stock split, stock dividend, merger, reorganization, recapitalization or other change in the capital structure of the Company affecting the Common Stock and/or the Series I Preferred Stock, or the acquisition of additional shares of Common Stock and/or the Series I Preferred Stock or other securities or rights of the Company by Xxxxxxxx, the number of the Shares shall be adjusted appropriately, and this Agreement and the obligations hereunder shall attach to any additional shares of Common Stock and/or Series I Preferred Stock or other securities or rights of the Company issued to or acquired by Xxxxxxxx.

SECTION 10. Further Assurances. Each of Geneve and Xxxxxxxx will execute and deliver any additional documents and take such further actions as may reasonably be deemed by the parties to be necessary or desirable to carry out the provisions hereof, including vesting the power to vote the Shares in accordance with the irrevocable proxy set forth in Section 8. Without limiting the generality of the foregoing, Xxxxxxxx agrees to provide reasonable assistance to Geneve and the Company in connection with the preparation and filing of necessary agreements, proxy statements, schedules and similar documents, public disclosures and writings in connection with the consummation of the Transaction or the Alternative Transaction, as the case may be.

SECTION 11. Termination. (a) This Agreement, and all rights and obligations of the parties hereunder, including the irrevocable proxy provided in Section 8, will terminate upon the earliest to occur of any of the following:

(i) the Special Committee shall not have been designated by the Board of Directors of the Company on or before thirty (30) days from the date of this Agreement;

(ii) the Special Committee shall not have declared its approval of the Transaction or the Alternative Transaction on or before ninety (90) days from the date of this Agreement;

(iii) if the Special Committee shall have declared its approval of the Alternative Transaction, Geneve shall not have informed Xxxxxxxx of its decision with respect to the Alternative Transaction on or before fourteen (14) days after the Special Committee shall have announced its approval of the Alternative Transaction;

(iv) if the Special Committee shall have declared its approval of the Alternative Transaction, Geneve shall have informed Xxxxxxxx that it does not agree to support and to vote in favor of the Alternative Transaction; or

(v) the Transaction or the Alternative Transaction shall not have been consummated on or before March 31, 2007.

(b) Upon any termination of this Agreement as provided in this Section 11, this Agreement will become void and of no further force and effect, and there will be no liability in respect of this Agreement or of any transactions contemplated hereby on the part of any party hereto or any of his or its directors, officers, partners, shareholders, employees, agents, advisors, representatives or affiliates; provided, however, that nothing herein shall relieve any party from any liability for such party’s willful breach of this Agreement; and provided further that nothing herein shall limit, restrict, impair, amend or otherwise modify the rights, remedies, obligations or liabilities of any person under any other contract or agreement, including, without limitation, the Transaction or the Alternative Transaction, as applicable.

(c) For the avoidance of doubt, the consumation of the Transaction or the Alternative Transaction shall not constitute a termination of this Agreement.

SECTION 12. Miscellaneous.

(a) All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally or sent by overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

	If to Geneve:
		Geneve Corporation
		Attn: President and Chief Operating Officer and
		Vice President-Legal
		00 Xxxxxxxx Xxxxx Xxxx
		Xxxxxxxx, XX 00000

	If to Xxxxxxxx:
		Xxxx Xxxxxxxx
		00 Xxxxxx Xxxx
		Xxxxxxxx, XX 00000

(b) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(c) This Agreement may be executed in two counterparts (by original or facsimile signature), both of which shall be considered one and the same agreement.

(d) This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

(e) Except as otherwise provided herein, neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise, by any of the parties without the prior written consent of the other parties, except (i) by laws of descent and (ii) that Geneve may assign, in its sole discretion, any and all of its rights, interests or obligations under this Agreement; provided, however, that notwithstanding such assignment, Geneve shall continue to be responsible for the performance of all of its obligations under this Agreement. Any assignment in violation of the foregoing shall be void.

(f) If any term, provision, covenant or restriction herein, or the application thereof to any circumstance, shall, to any event, be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions herein and the application thereof to any other circumstances, shall remain in full force and effect, shall not in any way be affected, impaired or invalidated, and shall be enforced to the fullest extent permitted by law.

(g) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware and, to the extent expressly provided herein, the DGCL, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

(h) Each of the parties hereto (i) consents to submit to the personal jurisdiction of any state or Federal court located in Fairfield County, Connecticut in the event any dispute arises out of this Agreement or any of the transactions contemplated hereby, (ii) agrees that such party will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that such party will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than a state or Federal court located in Fairfield County, Connecticut. The prevailing party in any judicial action shall be entitled to receive from the other party reimbursement for the prevailing party’s reasonable attorneys’ fees and disbursements, and court costs.

(i) No amendment, modification or waiver in respect of this Agreement shall be effective against any party unless it shall be in writing and signed by such party.

IN WITNESS WHEREOF, Geneve and Xxxxxxxx have caused this Agreement to be duly executed and delivered as of the date first written above.

	GENEVE CORPORATION


	By:
		Name:
		Title:


		Name: Xxxx X. Xxxxxxxx

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AGREEMENT

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