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EXHIBIT 10.22
RENEWAL AND EXTENSION AGREEMENT
WHEREAS, National Education Corporation ("Borrower") executed a
Revolving Line of Credit Note (the "Note") dated February 28, 1996, payable to
the order of Xxxxx-Xxxxxx Publishing Corporation ("Lender"), in the original
principal sum of $10,000,000.00, secured by a Pledge and Security Agreement
(the "Security Agreement") of even date between Borrower, as xxxxxxx, and
Bankers Trust Company, as collateral agent, covering, among other collateral,
all of the issued and outstanding shares of capital stock at any time owned by
Borrower of Lender;
WHEREAS, Borrower has requested Lender to extend the term of the Note;
NOW, THEREFORE, Borrower and Lender agree that:
1. After the effective date hereof, the Note shall be due and
payable as follows, to wit:
Interest only shall be due and payable monthly as it accrues
on the first day of each month beginning January 1, 1996 and
continuing on the first day of each month thereafter until
March 31, 1996 when the entire balance of unpaid principal and
accrued, unpaid interest shall be due and payable in full.
Each installment shall be applied first to the payment of
accrued interest payable on the unpaid principal balance, with
the remainder being applied to the reduction of principal.
2. The principal balance of the Note from time to time remaining
unpaid shall continue to bear interest at the rate of interest
applicable thereto as set forth in the Note, provided that the
interest payable shall not exceed the maximum amount that may
be lawfully charged.
After default or maturity, principal and past-due interest
shall bear interest at the rate of interest applicable thereto
as set forth in the Note, provided that the interest payable
shall not exceed the maximum amount that may be lawfully
charged.
3. All agreements between Borrower and Lender, whether now
existing or hereafter arising and whether written or oral, are
hereby limited so that in no
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contingency, whether by reason of demand for payment or
acceleration of the maturity of the Note or otherwise, shall
the interest contracted for, charged or received by Lender
exceed the maximum amount permissible under applicable law.
If, from any circumstance whatsoever, interest would otherwise
be payable to Lender in excess of the maximum lawful amount,
the interest payable to Lender shall be reduced to the maximum
amount permitted under applicable law; and if from any
circumstance Lender shall ever receive anything of value
deemed interest by applicable law in excess of the maximum
lawful amount, an amount equal to any excessive interest shall
be applied to the reduction of the principal of the Note and
not to the payment of interest, or if such excessive interest
exceeds the unpaid balance of principal of the Note such
excess shall be refunded to Borrower. All interest paid or
agreed to be paid to the holder of the Note shall, to the
extent permitted by applicable law, be amortized, prorated,
allocated, and spread so that the interest thereon shall not
exceed the maximum amount permitted by applicable law. This
paragraph shall control all agreements between Borrower and
Lender.
4. Borrower hereby renews the Note and promises to pay to the
order of Lender at its offices at 0000 Xxxxxxxx Xxxxxxxxx,
Xxxxxx, Xxx Xxxx (or such other place of payment as the Lender
shall notify Borrower) the stated principal sum of the Note,
or so much thereof as may be advanced and remains unpaid, with
interest as specified in the Note, as renewed and extended by
this Renewal and Extension Agreement, and to perform all of
Borrower's obligations under the Note, the Security Agreement,
and any other documents pertaining thereto (the "Other
Documents").
5. Borrower covenants and warrants that the Note, the Security
Agreement and the Other Documents are not in default after
giving effect to the extension and renewal herein granted;
there are no defenses, counterclaims or offsets to the Note,
the Security Agreement or the Other Documents; that the Note
and Security Agreement, as renewed and extended hereby, are in
full force and effect, and that the Security Agreement shall
continue to secure payment of the indebtedness evidenced by
the Note as herein and hereafter renewed and extended.
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6. Borrower further covenants and warrants to Lender that the
execution and delivery of this Renewal and Extension Agreement
by Borrower will not be in contravention of or cause a default
under any agreement to which Borrower is a party.
7. The Note, as renewed and extended by this Renewal and
Extension Agreement, shall be construed in accordance with the
laws of the State of New York and the laws of the United
States applicable to transactions in the State of New York.
8. The Note, the Security Agreement and the Other Documents shall
remain in full force and effect as renewed and extended by
this Renewal and Extension Agreement.
9. This Renewal and Extension Agreement may be executed in
duplicate originals and each duplicate shall have the same
force and effect as an original.
EXECUTED to be effective as of December 31, 1996.
"BORROWER"
NATIONAL EDUCATION CORPORATION
By:
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Name:
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Title:
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"LENDER"
XXXXX-XXXXXX PUBLISHING CORPORATION
By:
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Name:
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Title:
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