Xxxxx Xxxxxx
Xxxxxx Xxxxxxx
Xxxx XxXxxxxx
Xxxxx Xxxxx
Xxxxxx Xxxxxxxxx
Xxx-Xxxxx Xxxxxx
October 27, 1995
Aristotle Sub, Inc.
00 Xxxxx Xxxxxx
Xxx Xxxxx, XX 00000
The Artistotle Corporation
00 Xxxxx Xxxxxx
Xxx Xxxxx, XX 00000
RE: The Xxxxxxx, Xxxxx Company
Gentlemen:
Reference is hereby made to the letter dated June 27, 1995 (the "Letter
Agreement") by and among Xxxxx Xxxxxx and Xxxxxx Xxxxxxx, acting in their
capacity as collateral agent for the Original Xxxxxxx Shareholders, Aristotle
Sub, Inc. ("Pledgor") and The Aristotle Corporation ("Aristotle") with respect
to the Put Rights of the Original Xxxxxxx Shareholders. Initial capitalized
terms not defined herein shall have the meaning assigned to them in the Letter
Agreement.
Xxxxx Xxxxxx and Xxxxxx Xxxxxxx, acting in their capacity as collateral
agent under the Pledge Agreement and signatories to the Letter Agreement do
hereby agree to amend the Letter Agreement by deleting Paragraph 5 and
substituting the following in its place and stead:
5. In the event that (a) the Pledgor exercises the Put
Withdrawal Right and (b) there is a Net Cash Recovery (as defined herein),
then the Net Cash Recovery will be loaned by The Aristotle Corporation
("Aristotle") to Pledgor or otherwise contributed to Pledgor (the
"Aristotle Loan") and Pledgor shall use the Aristotle Loan to restore the
balance of the Account to $700,000. If the amount of (a) the Net Cash
Recovery, minus (b) the aggregate Aristotle Loans exceeds $750,000, then
the provisions of Paragraphs 1, 2, 3 and 4 shall be null and void (but such
provisions shall be effective with respect to any
Aristotle Sub, Inc.
The Aristotle Corporation
Page Two
October 27, 1995
actions taken prior to the date on which the amount of the Net Cash
Recovery less the Aristotle Loans exceeded $750,000) and the Pledgor,
Pledgees and Aristotle shall use their best efforts to cause the 1995
Amendment to be repealed in its entirety and the Pledgor's Certificate of
Incorporation to be reinstated as it was prior to the 1995 Amendment. In
any event, no later than April 12, 1997, the balance of the Account shall
not be less than $700,000 and the failure to achieve such a balance on such
dates shall be an Event of Default under the Pledge Agreement. As used
herein, "Net Cash Recovery" means (a) the aggregate amount of cash
recovered by Aristotle from existing claims against its insurance company
relating to certain shareholder litigation and/or federal income tax refund
claims involving the Federal Deposit Insurance Corporation, and dividends
or tax sharing payments hereafter made by Xxxxxxx, Xxxxx and/or Pledgor,
minus (b)(i) Aristotle's expenses, including legal fees, incurred in
connection with recovering the cash or making the tax sharing payments,
(ii) $250,000, and (iii) the Fleet Payment. As used herein, "Fleet
Payment" means the amount that Aristotle will contribute or loan to
Xxxxxxx, Xxxxx in order for Xxxxxxx, Xxxxx to make the mandatory prepayment
required to be paid to Fleet Bank, N.A. pursuant to Section 2.36 of the
Loan Agreement dated October 27, 1995.
This letter will confirm that all of the undersigned, acting in their
capacity as the Waiver Group (as defined in the Capital Contribution Agreement
dated November 19, 1993 between some of the undersigned, Pledgor, Parent and
certain others, as amended) on behalf of all the Original Xxxxxxx Shareholders,
to hereby consent to the amendment to the Letter Agreement described herein.
Neither Pledgor nor Aristotle shall seek any personal recourse or liability
against either Pledgee for the execution and delivery of this Agreement whether
or not the terms and conditions contained herein are fully enforceable in
accordance with their terms against all of the Original Shareholders.
Except as expressly provided herein, none of the other provisions of the
Letter Agreement are amended or waived and the Letter Agreement is and remains
in full force and effect. This letter may be relied upon Parent, Pledgor and
Fleet in connection with entering into certain modifications to Fleet's loans to
The Xxxxxxx Xxxxx Company.
Aristotle Sub, Inc.
The Aristotle Corporation
Page Three
October 27, 1995
Please indicate your agreement to the foregoing by executing this letter
agreement in the space provided below. This letter may be executed in
counterparts and the facsimile of the signature of any party shall constitute an
original signature of such party.
Sincerely,
/s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
/s/ Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx
/s/ Xxxx XxXxxxxx
Xxxx XxXxxxxx
/s/ Xxxxx Xxxxx
Xxxxx Xxxxx
/s/ Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx
/s/ Xxx-Xxxxx Xxxxxx
Xxx-Xxxxx Xxxxxx
Acknowledged and Agreed to:
ARISTOTLE SUB, INC.
/s/ Xxxx X. Xxxxxxxx
------------------------------
By: Xxxx X. Xxxxxxxx
Its: President
THE ARISTOTLE CORPORATION
/s/ Xxxx X. Xxxxxxxx
------------------------------
By: Xxxx X. Xxxxxxxx
Its: President
