EXHIBIT 10.22
ASSUMPTION OF DEED OF TRUST
AND MODIFICATION AGREEMENT
THIS ASSUMPTION OF DEED OF TRUST AND MODIFICATION AGREEMENT (this
"Agreement") is made as of July 12, 2002 by and between AMERICAN EDUCATIONAL
PRODUCTS LLC, a Colorado limited liability company ("Trustor") (successor in
interest to American Educational Products, Inc., a Colorado corporation
("Original Trustor")), having an address of 401 Hickory Drive, Fort Collins,
Colorado 80524 and BANK OF AMERICA, N.A., as administrative agent for the
Lenders ("Agent"), having an address of 231 South LaSalle Street, Chicago,
Illinois 60697 with respect to the following Recitals:
R E C I T A L S:
A. Original Trustor has previously executed and delivered for the benefit
of Agent that certain Deed of Trust, Security Agreement, Assignment of Rents and
Leases and Fixture Filing dated August 21, 2001 (the "Security Instrument") and
recorded on September 4, 2001 as Document No. 2001078041 in the Official Records
of Larimer County, Colorado (the "Official Records") which encumbers the Land
described therein and on EXHIBIT A attached hereto. 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, Original
Trustor's obligations under the Credit Agreement.
C. Nasco International, Inc., a Wisconsin corporation ("Nasco") and Agent
have entered into that certain First Amendment to Amended and Restated Credit
Agreement (Five Year) and Consent dated June 17, 2002 (the "Credit Agreement
Amendment"). Pursuant to the Credit Agreement Amendment, Agent has, among other
things, conditionally consented to Nasco's merging (the "Merger") into The
Aristotle Corporation, a Delaware corporation ("Aristotle") and Original
Trustor's conversion into Trustor (the "Conversion"). Pursuant to the Credit
Agreement Amendment, among other things, Aristotle is executing an Assumption
Agreement whereby Aristotle is assuming all of Nasco's obligations under the
Loan Documents.
D. Pursuant to the Credit Agreement Amendment, among other things, Agent
has required Trustor 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
Trustor acknowledges that it has acquired or will acquire concurrently
herewith the fee simple interest of Original Trustor in and to the Land and
hereby accepts and assumes the
obligations and duties of Original Trustor in, to and under the Security
Instrument, whether occurring before or after the date of this Agreement.
Trustor 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
assumption set forth in this Agreement, (ii) provide that all references to
the Credit Agreement in the Security Instrument shall mean the Credit
Agreement as amended as of the date hereof, including by the Credit
Agreement Amendment, 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 Trustor as if Trustor is
named therein, and (iv) reflect that the Credit Agreement Amendment and
this Agreement constitute Loan Documents.
3. TITLE ENDORSEMENT
Concurrently with the recording of this Agreement, Trustor shall cause
to be delivered to Agent at Trustor's, Nasco's and/or Aristotle's sole cost
and expense a CLTA 110.5 endorsement (or Colorado 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 Colorado.
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.
TRUSTOR:
AMERICAN EDUCATIONAL PRODUCTS LLC
a Colorado limited liability company
(successor-in-interest to American
Educational Products, Inc., a Colorado
corporation)
By: /s/ Steven B. Lapin
-------------------
Its: President and Chief Operating Officer
AGENT:
BANK OF AMERICA, N.A., as Agent for the Lenders
By: /s/ David Johanson
------------------
Its: Vice President
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[TRUSTOR]
STATE OF ___________ )
) ss.
COUNTY OF ________________ )
The foregoing instrument was acknowledged before me on this ____ day of
July 2002, by __________________ as ____________________________ of AMERICAN
EDUCATIONAL PRODUCTS LLC, a Colorado limited liability company.
WITNESS my hand and official seal.
My commission expires ___________________.
(SEAL)
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Notary Public
[AGENT]
STATE OF ___________ )
) ss.
COUNTY OF ________________ )
The foregoing instrument was acknowledged before me on this ____ day of
July 2002, by __________________ as ____________________________ of Bank of
America, N.A., a _______________________, as administrative agent for the
Lenders.
WITNESS my hand and official seal.
My commission expires ___________________.
(SEAL)
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Notary Public