Exhibit 10.16   AMENDMENT NO. 1 TO CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this
Amendment), entered into as of February 26, 2008, is by and among The
Aristotle Corporation, a Delaware corporation (the Borrower), the
Lenders parties hereto and JPMorgan Chase Bank, N.A., successor by merger to
Bank One, NA (Chase), as LC Issuer and as Agent (in such capacity, the
Agent). W I T N E S S
E T H: WHEREAS,the Borrower, certain financial institutions
parties thereto as Lenders, and Chase (as LC Issuer and as Agent) are parties
to that certain Credit Agreement dated as of October 15, 2003, as modified
pursuant to that certain Letter Agreement dated June 4, 2004 between the
Borrower, the Lenders and Chase (as LC Issuer and as Agent) (as modified, the
Credit Agreement), pursuant to which Agent, the LC Issuer and the
Lenders have agreed to make certain loans and to extend credit to the Borrower
upon the terms and subject to the conditions set forth therein; and WHEREAS, the parties to the Credit Agreement desire to
amend the Credit Agreement to (i) extend the Facility Termination Date from
October 15, 2008 to January 31, 2013, (ii) eliminate the Borrowing Base
requirement, (iii) modify certain financial and other covenants, (iv) modify the
Pricing Schedule, and to make various other modifications; NOW, THEREFORE,in consideration of the terms and
conditions contained herein, the parties hereto hereby agree as follows: 1. Definitions.  All capitalized terms used and not
otherwise defined herein shall have the meanings given to such terms by the
Credit Agreement. 2. Amendment to Credit Agreement.  On the Amendment No. 1
Effective Date, the Credit Agreement shall be amended as follows: (a) All references to the Credit Agreement in the Credit Agreement and
in any of the Notes or Loan Documents shall refer to the Credit Agreement as
amended hereby. (b) All references in the Credit Agreement to ARTL shall be deemed
to refer to AINVST. (c) The following definitions shall be added to Article I of the
Credit Agreement in the appropriate alphabetical order: AINVST
means AINVST, LLC, a Delaware limited liability company.  Amendment
No. 1 means that certain Amendment No. 1 to Credit Agreement dated February 26,
2008 by and among the Borrower, the Agent and the Lenders. Amendment
No. 1 Effective Date shall have the meaning set forth in Section 3 of Amendment
No. 1. (d) The following definitions set forth in Article I of the Credit
Agreement shall be amended in their entirety to read as follows: Availability
means, at any time, an amount equal to the Aggregate Commitment
minus the Aggregate Outstanding Credit Exposure. Facility
Termination Date means January 31, 2013. Pricing
Schedule means the Schedule attached to Amendment No. 1 identified as such. (e) The
definition of Permitted Acquisition set forth in Article I of the Credit
Agreement shall be amended as follows: (i) Clause
(f) of such definition shall be amended to read as follows: (f) Reserved. (ii) Clause
(h) of such definition shall be amended to read as follows: (h) Reserved. (f) The
following definitions set forth in Article I of the Credit Agreement shall be
deleted:  Acquisition Overadvance, ARTL, Borrowing Base, Borrowing
Base Certificate, Eligible Accounts, Eligible Inventory, Eligible Real
Estate, Existing Eligible Equipment, and New Eligible Equipment. (g) Section
2.1 of the Credit Agreement shall be amended in its entirety to read as
follows: 2.1. Commitment.
 From and including the Amendment No. 1 Effective Date and prior to the
Facility Termination Date, each Lender severally agrees, on the terms and
conditions set forth in this Agreement, to (i) make Loans to the Borrower and
(ii) participate in Facility LCs issued upon the request of the Borrower,
provided that, after giving effect to the making of each such Loan and
the issuance of each such Facility LC, such Lenders Outstanding Credit Exposure
shall not exceed its Commitment.  Subject to the terms of this Agreement,
the Borrower may borrow,  - 2
-  repay
and reborrow at any time prior to the Facility Termination Date.  The
Commitments to extend credit hereunder shall expire on the Facility Termination
Date.  The LC Issuer will issue Facility LCs hereunder on the terms and
conditions set forth in Section 2.19. (h) Section
2.2 of the Credit Agreement shall be amended in its entirety to read as
follows:    2.2. Mandatory
Prepayments; Required Payment upon Termination. (i) The
Borrower shall immediately repay the Revolving Loans and Reimbursement
Obligations if at any time the Aggregate Outstanding Credit Exposure exceeds the
Aggregate Commitment, to the extent required to eliminate such excess.  If
any such excess remains after repayment in full of all outstanding Revolving
Loans and Reimbursement Obligations, the Borrower shall provide cash collateral
for the LC Obligations in the manner set forth in Section 2.19.11 to the extent
required to eliminate such excess. (ii) Immediately
upon receipt by any Loan Party of the Net Cash Proceeds of any asset disposition
(other than sales of assets permitted under clauses (i) or (ii) of Section
6.13), the Borrower shall prepay the Obligations in an amount equal to all such
Net Cash Proceeds.  Any such prepayment shall be applied to pay the
principal of the outstanding Revolving Loans and Reimbursement Obligations with
a concomitant reduction in the Aggregate Commitment (pro rata among the Lenders
according to their respective Pro Rata Shares). (iii) The
Aggregate Outstanding Credit Exposure and all other unpaid Obligations shall be
paid in full by the Borrower on the Facility Termination Date. (i) Section
2.10 of the Credit Agreement (Changes in Interest Rate, etc.) shall be amended
in its entirety to read as follows: 2.10. Changes
in Interest Rate, etc.    Each Floating Rate Advance shall
bear interest on the outstanding principal amount thereof, for each day from and
including the date such Advance is made or is automatically converted from a
Eurodollar Advance into a Floating Rate Advance pursuant to Section 2.9, to but
excluding the date it is paid or is converted into a Eurodollar Advance pursuant
to Section 2.9 hereof, at a rate per annum equal to the Floating Rate for such
day.  Changes in the rate of interest  - 3
-  on
that portion of any Advance maintained as a Floating Rate Advance will take
effect simultaneously with each change in the Alternate Base Rate and with each
change in the Applicable Margin.  Each Eurodollar Advance shall bear
interest on the outstanding principal amount thereof from and including the
first day of the Interest Period applicable thereto to (but not including) the
last day of such Interest Period at the interest rate determined by the Agent as
applicable to such Eurodollar Advance based upon the Borrowers selections under
Sections 2.8 and 2.9 and otherwise in accordance with the terms hereof (and will
change during any such Interest Period simultaneously with each change in the
Applicable Margin).  No Interest Period may end after the Facility
Termination Date. (j) Section
2.19.1 of the Credit Agreement (Facility LCs) shall be amended in its entirety
to read as follows: 2.19.1.
 Issuance.  The LC Issuer hereby agrees, on the terms and
conditions set forth in this Agreement, to issue standby and commercial letters
of credit (each, a Facility LC) and to renew, extend, increase, decrease or
otherwise modify each Facility LC (Modify, and each such action a
Modification), from time to time from and including the date of this Agreement
and prior to the Facility Termination Date upon the request of the Borrower;
provided that immediately after each such Facility LC is issued or
Modified, (i) the aggregate amount of the outstanding LC Obligations shall not
exceed $5,000,000and (ii) the Aggregate Outstanding Credit Exposure
shall not exceed the Aggregate Commitment.  No Facility LC shall have an
expiry date later than the earlier of (A) the fifth Business Day prior to the
Facility Termination Date and (B) one year after the date of its issuance,
provided that any Facility LC with a one-year tenor may provide for the renewal
thereof for additional one-year periods, so long as no such period extends
beyond the fifth Business Day prior to the Facility Termination Date. (k) Subsection
(a) of Section 2.21 of the Credit Agreement (Increase of Aggregate Commitment)
shall be amended in its entirety to read as follows: (a) The
Borrower may from time to time, on the terms set forth below, request that the
Aggregate Commitment hereunder be increased to an amount not to exceed
$60,000,000; provided, however, that no increase in the Aggregate
Commitment shall be made (i) at a time when a Default or Unmatured Default shall
have occurred and be continuing, or (ii) at any time after the Aggregate
Commitment has been reduced.  - 4
-  (l) Section
4.1(i) of the Credit Agreement (Initial Credit Extension) shall be amended as
follows: (i) Clause
(r ) thereof shall be amended to read as follows: (r) Reserved. (ii) Clause
(t) thereof shall be amended to read as follows: (t) Reserved. (m) Section
5.8 of the Credit Agreement (Subsidiaries) shall be amended in its entirety to
read as follows: 5.8 Subsidiaries.
 Schedule 5.8 contains an accurate list of all Subsidiaries of the Borrower
as of the Amendment No. 1 Effective Date, setting forth their respective
jurisdictions of organization and the percentage of their respective capital
stock or other ownership interests owned by the Borrower or other Subsidiaries.
 All of the issued and outstanding shares of capital stock or other
ownership interests of such Subsidiaries have been (to the extent such concepts
are relevant with respect to such ownership interests) duly authorized and
issued and are fully paid and non-assessable. (n) Section
6.1 of the Credit Agreement (Financial Reporting) shall be amended as
follows: (i) Clause
(i) thereof shall be amended to read as follows: (i) Within
90 days after the close of each of its fiscal years, an unqualified audit report
certified by independent certified public accountants acceptable to the Lenders,
prepared in accordance with Agreement Accounting Principles on a consolidated
and consolidating basis (consolidating statements need not be certified by such
accountants) for itself and its Subsidiaries, including balance sheets as of the
end of such period, related profit and loss and reconciliation of surplus
statements, and a statement of cash flows, accompanied by any management letter
prepared by said accountants. (ii) Clause
(iv) thereof shall be amended to read as follows: (iv) Reserved. (iii) Clause
(vi) thereof shall be amended to read as follows: (vi) Reserved.  - 5
-  (o) Section
6.17 of the Credit Agreement (Affiliates) shall be amended in its entirety to
read as follows: 6.17.
 Affiliates.  The Borrower will not, and will not permit any
Subsidiary to, enter into any transaction (including, without limitation, the
purchase or sale of any Property or service) with, or make any payment or
transfer to, any Affiliate except in the ordinary course of business and
pursuant to the reasonable requirements of the Borrowers or such Subsidiarys
business and upon fair and reasonable terms no less favorable to the Borrower or
such Subsidiary than the Borrower or such Subsidiary would reasonably expect to
obtain in a comparable arms-length transaction.  Notwithstanding the
foregoing, the Borrower shall be entitled to make the following annual payments
to AINVST, so long as the Borrower shall be in compliance with each of the
covenants set forth in Section 6.25, measured as of the most recent quarter end
on a pro forma basis giving effect to such payment and no Default or Unmatured
Default has occurred and is continuing or would result from such payment: (x)
management fees in an aggregate amount not to exceed $2,500,000 during any
fiscal year of the Borrower; (y) payments in an amount not in excess of all
federal, state, local and foreign taxes that would have been payable on the
earnings for such year of the Borrower and its Included Subsidiaries but for tax
loss carryovers accrued to the Borrower as of the date hereof; and (z) any other
cash contribution with prior written notice given to the Agent. (p) Section
6.25.3 of the Credit Agreement (Financial Covenants) shall be amended in its
entirety to read as follows: 6.25.3.
 Minimum Tangible Net Worth.  The Borrower will at all times
maintain Consolidated Tangible Net Worth of not less than $35,000,000. (q) Section
8.2 of the Credit Agreement (Amendments) shall be amended such that clause (iv)
thereof shall read as follows: (iv) Reserved. (r) Exhibit
F to the Credit Agreement (Borrowing Base Certificate) shall be deleted. (s) The
Pricing Schedule to the Credit Agreement shall be amended such that it is
replaced with the Pricing Schedule attached hereto. (t) Schedule
5.14B to the Credit Agreement (Eligible Equipment and Eligible Real Estate)
shall be deleted.  - 6
-  3. Conditions:  Notwithstanding the foregoing, this
Amendment shall not become effective unless and until such date (the Amendment
No. 1 Effective Date) as the following conditions are satisfied: (a) The
Agent shall have received a fully-executed copy of this Amendment; (b) The
Agent shall have received a fully-executed copy of the Consent and
Acknowledgement of Guarantors, in the form attached to this Amendment; (c) The
Agent shall have received such certifications of the articles or certificate of
incorporation, by-laws, authorizing resolutions and incumbency signatures for
the Borrower and each Guarantor as Agent may require, along with a recent
certificate of good standing or status for the Borrower and each Guarantor from
its respective jurisdiction of organization; and (d) The
Agent shall have received such other documents as the Agent, any Lender, or
their counsel may reasonably request. 4. Representations and Warranties.  Borrower repeats and
reaffirms the representations and warranties set forth in Article V of
the Credit Agreement, except to the extent that such representations and
warranties relate solely to an earlier date.  Borrower also represents and
warrants that the execution, delivery and performance of this Amendment, and the
documents required herein, are within the corporate powers of Borrower, have
been duly authorized by all necessary corporate action and do not and will not
(i) require any consent or approval of the shareholders of Borrower; (ii)
violate any provision of the articles of incorporation or by-laws of Borrower or
of any law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award presently in effect having applicability to Borrower or
any subsidiary; (iii) require the consent or approval of, or filing a
registration with, any governmental body, agency or authority; or (iv) result in
any breach of or constitute a default under, or result in the imposition of any
lien, charge or encumbrance upon any property of Borrower or any subsidiary
pursuant to, any indenture or other agreement or instrument under which Borrower
or any subsidiary is a party or by which it or its properties may be bound or
affected.  This Amendment constitutes legal, valid and binding obligations
of Borrower enforceable in accordance with its terms, except as such
enforceability may be limited by bankruptcy or similar laws affecting the
enforceability of creditors rights generally. 5. Obligations Enforceable, Etc.  Borrower acknowledges
and agrees that its obligations under the Credit Agreement and the Notes are not
subject to any offset, defense or counterclaim assertable by Borrower and that
the Credit Agreement, the Notes and the Loan Documents are valid, binding and
fully enforceable according to their respective terms.  Except as expressly
provided above, the Credit Agreement and the Loan Documents shall remain in full
force and effect, and this Amendment shall not release, discharge or satisfy any
present or future debts, obligations or liabilities to Agent and Lenders of
Borrower or of any debtor, guarantor or other person or entity liable for
payment or performance of any of such debts, obligations or liabilities of
Borrower, or any security interest, lien or other collateral or security for any
of such  - 7
-  debts, obligations or liabilities of Borrower or such debtors,
guarantors, or other persons or entities, or waive any default, and Agent and
Lenders expressly reserve all of their rights and remedies with respect to
Borrower and all such debtors, guarantors or other persons or entities, and all
such security interests, liens and other collateral and security.  This is
an amendment and not a novation.  Without limiting the generality of the
foregoing, all present and future debts, obligations and liabilities of Borrower
under the Credit Agreement, as amended, are and shall continue to be secured by
the Borrower Security Agreement and the Mortgages given by the Borrower, and
shall continue to be guaranteed by the Guaranty (which Guaranty is secured by
the Guarantor Security Agreement and, where applicable, Mortgages given by such
Guarantor). 6. Fees and Expenses.  As contemplated by Section
9.6(i) of the Credit Agreement, Borrower shall be responsible for the
payment of all fees and out-of-pocket disbursements incurred by Agent in
connection with the preparation, execution and delivery of this Amendment.
 Borrower further acknowledges and agrees that, pursuant to and on the
terms set forth in such Section 9.6(i), Borrower is and shall be
responsible for the payment of other fees, expenses, costs and charges arising
under or relating to the Loan Agreement, as amended hereby, and the Loan
Documents, as set forth in such Section 9.6(i). 7. Entire Agreement.  This Amendment and the other
documents referred to herein contain the entire agreement between the Borrower,
the Agent and the Lenders with respect to the subject matter hereof, superseding
all previous communications and negotiations, and no representation,
undertaking, promise or condition concerning the subject matter hereof shall be
binding upon the Agent or Lenders unless clearly expressed in this Amendment or
in the other documents referred to herein. 8. Miscellaneous.  The provisions of this Amendment shall
inure to the benefit of any holder of any Note, and shall inure to the benefit
of and be binding upon any successor to any of the parties hereto. All
agreements, representations and warranties made herein shall survive the
execution of this Amendment and the making of the loans under the Credit
Agreement, as so amended.  This Amendment shall be governed by and
construed in accordance with the internal laws of the State of Wisconsin.
 This Amendment may be signed in any number of counterparts with the same
effect as if the signatures thereto and hereto were upon the same instrument.
 This Amendment is solely for the benefit of the parties hereto and their
permitted successors and assigns.  No other person or entity shall have any
rights under, or because of the existence of, this Amendment. [Signature Pages Follow]  - 8
-    IN WITNESS WHEREOF, this Amendment has been duly executed
as of the day and year first above written.  THE
ARISTOTLE CORPORATION    By:
/s/ Steven B. Lapin Name:
Steven B. Lapin Title:
President and Chief Operating Officer      [Signature Page 1 of 3 to Amendment No. 1 to Credit
Agreement]        JPMORGAN
CHASE BANK, N.A., INDIVIDUALLY AND AS AGENT   By:
/s/ Mark P. Bruss Name:
Mark P. Bruss Title:
Senior Vice President     [Signature Page 2 of 3 to Amendment No. 1 to Credit
Agreement]     JOHNSON
BANK   By:
/s/ Richard B. Olson Name:
Richard B. Olson Title:
Vice President     [Signature Page 3 of 3 to Amendment No. 1 to Credit
Agreement]


Schedules and Exhibits The
Schedules and Exhibit referenced below are not filed with this Amendment No. 1
to Credit Agreement; such Schedules and/or Exhibit will be made available
supplementally upon request: Pricing
Schedule Schedule
5.8 Subsidiaries and Other Investments Consent
and Acknowledgement of Guarantors