EXHIBIT 10.21
ASSUMPTION OF MORTGAGE
AND MODIFICATION AGREEMENT
THIS ASSUMPTION OF MORTGAGE AND MODIFICATION AGREEMENT (this "Agreement")
is made as of July 12, 2002 by and between THE ARISTOTLE CORPORATION, a Delaware
corporation ("Mortgagor"), successor-by-merger to NASCO INTERNATIONAL, INC., a
Wisconsin corporation ("Nasco"), and BANK OF AMERICA, N.A., as administrative
agent for the Lenders ("Agent"), with respect to the following Recitals:
R E C I T A L S:
A. Nasco has previously executed and delivered for the benefit of Agent
that certain Second Amended and Restated Mortgage dated August 21, 2001 (the
"Security Instrument") and recorded on September 4, 2001 in Volume 1243, Page
131, and rerecorded on September 6, 2001 in Volume 1244, Page 344 in the
Register of Deeds, Jefferson County, Wisconsin (the "Official Records") which
encumbers the Land described in EXHIBIT A attached hereto and incorporated
herein. All initially-capitalized terms not defined herein shall have their
meaning as set forth in the Security Instrument.
B. The Security Instrument secures, among other things, Nasco's
obligations under the Credit Agreements.
X. Xxxxx and Agent have entered into (i) that certain First Amendment to
Amended and Restated Credit Agreement (Five Year) and Consent dated June 17,
2002 and (ii) that certain Second Amendment to Amended and Restated Credit
Agreement (364 Days) and Consent dated June 17, 2002 (collectively, the "Credit
Agreement Amendments"). Pursuant to the Credit Agreement Amendments, Agent has,
among other things, conditionally consented to Nasco's merging into Mortgagor
(the "Merger"). Pursuant to the Credit Agreement Amendments, among other things,
Mortgagor is executing an Assumption Agreement whereby Mortgagor is assuming all
of Nasco's obligations under the Loan Documents.
D. Pursuant to the Credit Agreement Amendments, among other things, Agent
has required Mortgagor to enter into this Agreement.
NOW THEREFORE, in consideration of the foregoing Recitals, the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. ASSUMPTION
Mortgagor acknowledges that it has acquired or will acquire
concurrently herewith the fee simple interest of Nasco in and to the Land
and hereby accepts and assumes the obligations and duties of Nasco in, to
and under the Security Instrument, whether occurring before or after the
date of this Agreement. Mortgagor acknowledges
and agrees that it holds or will hold fee simple title to the Land,
together with all rights and interests appurtenant thereto, subject to the
provisions of this Agreement and the charge and lien of the Security
Instrument and that it shall be bound by all of the terms, conditions and
covenants contained therein and herein.
2. MODIFICATION OF SECURITY INSTRUMENT
The Security Instrument is hereby modified to (i) reflect the
assignment and assumption set forth in this Agreement, (ii) provide that
all references to the Credit Agreements, the Credit Agreement (Five Year)
and the Credit Agreement (364 Days) in the Security Instrument shall mean,
respectively, the Credit Agreements, the Credit Agreement (Five Year) and
the Credit Agreement (364 Days) as amended as of the date hereof, including
by the Credit Agreement Amendments, and as the same may be further modified
in the future, (iii) provide that all of the obligations under the Loan
Documents as modified by this Agreement are the obligations of Mortgagor as
if Mortgagor is named therein, and (iv) reflect that the Credit Agreement
Amendments and this Agreement constitute Loan Documents.
3. TITLE ENDORSEMENT
Concurrently with the recording of this Agreement, Mortgagor shall
cause to be delivered to Agent at Mortgagor's and/or Nasco's sole cost and
expense a CLTA 110.5 endorsement (or Wisconsin equivalent), in form and
substance acceptable to Agent in its sole and absolute discretion, to
Agent's existing title policy relating to the Security Instrument.
4. GOVERNING LAW
This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of Wisconsin.
5. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed to be an original and
all of which counterparts taken together shall constitute but one and the
same instrument. Signature and acknowledgment pages may be detached from
the counterparts and attached to a single copy of this Agreement to
physically form one document, which may be recorded.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.
MORTGAGOR:
THE ARISTOTLE CORPORATION,
a Delaware corporation (successor-by-merger
to Nasco International Inc., a Wisconsin
corporation)
By: /s/ Xxxxxx X. Xxxxx
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Its: President and Chief Operating Officer
AGENT:
BANK OF AMERICA, N.A., as Agent for the
Lenders
By: /s/ Xxxxx Xxxxxxxx
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Its: Vice President
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STATE OF )
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) SS.
COUNTY OF )
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Personally came before me this _____ day of _____________, 2002, the
above-named _______________, to me known to be the ________________ of The
Aristotle Corporation, who executed the foregoing document on behalf of such
_________________ and acknowledged the same.
Name:
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Notary Public, State of
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County of
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My Commission:
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[NOTARIAL SEAL]
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STATE OF )
-----------------------------------
) SS.
COUNTY OF )
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Personally came before me this _____ day of _____________, 2002, the
above-named _______________, to me known to be the ________________ of Bank of
America, N.A., who executed the foregoing document on behalf of such
_________________ and acknowledged the same.
Name:
-----------------------------------------
Notary Public, State of
----------------------
County of
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My Commission:
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[NOTARIAL SEAL]
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