April 28, 2000
Geneve Corporation
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Gentlemen:
Reference is made to the Preferred Stock Purchase Agreement (the
"Agreement") entered into as of October 22, 1997, between The Aristotle
Corporation (the "Company") and Geneve Corporation (the "Purchaser") pursuant to
which, among other things, the Purchaser acquired shares of Series E Convertible
Preferred Stock of the Company (the "Geneve Preferred Stock"); and to the Letter
Agreement ("Letter Agreement") from the Company addressed to, and countersigned
by, the Purchaser, dated February 9, 2000, pursuant to which Letter Agreement
certain terms of the Agreement were amended.
The Purchaser has advised the Company that it is desirous of purchasing
additional shares of the Company's Common Stock and shares of the Company's
Series F Preferred Stock, Series G Preferred Stock and Series H Preferred Stock,
each of which Preferred Shares are convertible into shares of the Company's
Common Stock (collectively, with the shares of Common Stock, referred to as
"Common Stock Equivalents"). Pursuant to Section 6.01 of the Agreement, the
Purchaser agreed not to purchase shares of Voting Securities or Convertible
Securities, as defined in the Agreement, without receiving the consent of the
Board of Directors of the Company.
Please be advised that the Board of Directors of the Company, at a meeting
held on March 9, 2000, has consented to the purchase by the Purchaser of shares
of Common Stock Equivalents, either via normal brokers' transactions or
otherwise in compliance with the Securities Act of 1933, provided, however:
1. The number of Common Stock Equivalents owned of record and
beneficially by the Purchaser shall not, without the prior consent
of the Board of Directors of the
April 28, 2000
Company, exceed 51% of the total issued and outstanding shares of
Common Stock Equivalents (i.e., shares of the Company's Common Stock
and Preferred Stock);
2. In effectuating any purchase of Common Stock Equivalents, the
Purchaser shall not, directly or indirectly, adversely affect the
Company's right to utilize any net operating loss carryforwards
(i.e., the Purchaser shall not compromise the Company's rights to
utilize its net operating loss carryforwards as currently permitted
by Section 382 of the Internal Revenue Code of 1986 and the
regulations pertaining thereto);
3. All of the terms of the Agreement shall remain in full force and
effect, including, without limitation, Section 5.05 ("Voting
Agreements") of the Agreement, except (i) Paragraph No. 3 of the
Letter Agreement is hereby amended by deleting the date "January 1,
2002" set forth in (A)(ii)(a) and (A)(ii)(b) thereof, and inserting
the date "January 1, 2003" in lieu thereof, and (ii) to the extent
as otherwise modified by the Letter Agreement and this letter; and
4. The Purchaser acknowledges, by its signature below, its consent to,
and agrees to be bound by, the terms set forth in this letter.
If the foregoing is in conformity with your understanding and agreed to,
please sign below where indicated.
Very truly yours,
THE ARISTOTLE CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Its: Chairman, President and
Chief Executive Officer
The foregoing is in conformity with our understanding and agreed to as of this
28th day of April, 2000.
GENEVE CORPORATION
(Record Holder of the Geneve
Preferred Stock)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: President