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EXHIBIT 10.24
BUSINESS LOAN AGREEMENT
Agreement by and between Bank One, Dayton. NA ("Bank One"), located at
Xxxxxxxxx Xxxxx, Xxxxxx, XX 00000, and OIOPT Acquisition Corp., a Delaware
corporation ("Borrower"), located at 0000 Xxxxxxxxx Xx., Xxxxxxx, Xxxx.
Borrower has requested that a certain extension of credit be provided by Bank
One, same evidenced by a term loan in the amount of $720,000.00 dated July 14,
1993 and executed by Borrower and guaranteed by Educational Medical, Inc. and
any and all renewals, modifications, extensions or substitutions therefor
("Obligation").
In consideration of the mutual promises set forth below and the extension of
credit as described above and subject to Borrower's satisfactory fulfillment of
all conditions incident to the borrowing, Bank One and Borrower agree as
follows:
ARTICLE 1 - DEFINITIONS
The following terms shall have the following meanings in this Agreement or in
any document made or delivered pursuant to or in conjunction with this
Agreement:
1.1 All computations and determinations as to accounting or financial matters
shall be made in accordance with generally accepted accounting principles
consistently applied ("GAAP"), and all accounting or financial terms shall have
the meanings ascribed to such terms by GAAP.
1.2 "Indebtedness" shall mean:
(a) All indebtedness and liabilities of whatsoever kind, nature and
description owed to Bank One by Borrower, whether direct or indirect, absolute
or contingent, due or to become due or whether now existing or hereafter
arising, and howsoever evidenced or acquired, and whether joint and several;
(b) All future advances which Bank One at any time may, but shall not be
required to, make for the protection or preservation of Bank One's rights and
interests arising hereunder, including, without limitation, advances for taxes,
levies, assessments. insurance, and reasonable attorneys' fees, if allowable
by law; and
(c) All costs and expenses incurred by Bank One in the protection and
preparation for sale of any of its collateral including, without limitation,
attorneys' fees, if allowable by law, and court costs.
1.3 "Obligation" shall mean the above referenced extension of credit
including any Promissory Note, Guaranty, Letter of Credit or other instrument of
Borrower evidencing any loan, advance, credit or extension or renewal thereof
made or committed by Bank One to Borrower under this Agreement.
1.4 "Obligor(s)" shall mean all those parties, excluding Borrower, liable for
the Obligation.
1.5 "Person" shall mean and include an individual, partnership,
corporation, trust, unincorporated association or organization. government or
any department or agency thereof.
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1.6 "Related Person" shall include, but shall not be confined to, any Person
related to Borrower by common control or ownership.
1.7. "Subordinated Debt" shall mean indebtedness of Borrower which is
subordinated to all Indebtedness of Borrower to Bank One under the terms and
conditions approved in writing by Bank One.
1.8. The aforestated definitions, and all other definitions which may be set
forth herein, shall be applicable to the singular and plurals of said defined
term.
ARTICLE II - REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants that:
2.1 It is a duly organized, legally existing corporation in good standing
under the laws of the State of Delaware, is qualified to do business in and is
in good standing under the laws of any other state in which it conducts its
business.
2.2 It has the power and is duly authorized to enter into this Agreement and
to execute and deliver to Bank One, now and from time to time hereafter,
additional instruments, resolutions, agreements and other instruments or
documents relating to the Obligation owed to Bank One. It has, by proper
action, authorized and empowered those persons whose signatures appear in this
Agreement and any instruments, documents and exhibits that have been delivered
in connection herewith, to execute the same for and on its behalf.
2.3 The execution by it of this Agreement or any other agreements,
instruments, or documents which may, from time to time hereafter, be executed in
respect hereto and delivered to Bank One, shall not constitute a breach of any
provisions contained in its articles of incorporation or bylaws, or if
applicable, partnership agreement, or any agreements to which it is now a party,
does not violate any law, statute, or ordinance or rule or regulation
promulgated pursuant thereto, and that the performance by it of its obligations
hereunder or any agreements executed by it and delivered hereunder shall not
constitute an event of default under any other agreement to which it is now a
party.
2.4 All financial statements and information relating to it which have been or
may hereafter be delivered by it, its agents or accountants to Bank One are
true and correct and in the case of Education Medical, Inc. ("Guarantor") have
been prepared in accordance with GAAP and that there have been no material
adverse changes in its financial or business condition or operations since the
submission of any financial information to Bank One, and no material adverse
changes in its financial or business condition or operations are imminent or
threatened.
2.5 All of its Federal, State and other tax returns and reports, including
reports to any governmental authority, for the proper maintenance and operation
of its properties, assets and business, as may be required by law to be filed
or paid, have been filed, and all Federal, State and other taxes, assessments,
fees and other governmental charges (other than those presently payable,
without penalty) imposed upon it or its properties or assets, which are due and
payable, have been fully paid unless being contested by it in the ordinary
course of business and for which it has provided adequate reserves.
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2.6 There is no litigation or legal or administrative proceedings,
investigations or other action of any nature, pending or, to its knowledge,
threatened against or affecting it, which have not been disclosed to Bank One
and involve the possibility of any judgment or liability not covered by
insurance which may materially or adversely affect any of its properties or
assets or its right to carry on its business as now conducted.
2.7 It has good, valid and marketable title to all of its property and assets
free of any adverse lien, security interest or encumbrance, except liens,
security interests, pledges and encumbrances disclosed to Bank One by Borrower
in writing prior to the date hereof.
2.8 All of the funds loaned to it pursuant to this Agreement have been or will
be used exclusively for the acquisition of real property by the Borrower, and
will not be diverted to or used in any other manner, and will not be used for
the purchasing or carrying of any "Margin Stock" as defined in regulations
promulgated by the Federal Reserve Board or the Securities and Exchange
Commission.
2.9 It possesses and will continue to possess all permits, licenses,
trademarks, patents and rights thereto to conduct its business and that its
business does not conflict or violate any valid rights of others with respect to
the foregoing.
2.10 It is in compliance in all material respects with all applicable
provisions of the Employee Retirement Income Security Act of 1974, as amended
from time to time, and the regulations and published interpretations thereof
("ERISA"). Neither a Reportable Event nor a Prohibited Transaction, as defined
per ERISA, has occurred and is continuing with respect to any Plan, nor has
there been a notice of intent to terminate a Plan or appoint a trustee to
administrate a Plan.
2.11 It is in material compliance with all Federal, State and local laws,
statutes, ordinances, regulations, rulings and interpretations relating to
industrial hygiene, public health or safety, environmental conditions, the
protection of the environment, the release, discharge, emission or disposal to
air, water, land or ground water, the withdrawal or use of ground water or the
use, handling, disposal, treatment, storage or management of or exposure to
Hazardous Materials ("Hazardous Materials Laws"), the violation of which would
have a material effect on its business, its financial condition or its assets.
The tern "Hazardous Materials" means any flammable materials, explosives,
radioactive materials, pollutants, toxic substances, hazardous water, hazardous
materials, hazardous substances, polychlorinated biphenyls, asbestos, urea
formaldehyde, petroleum (including its derivatives, by-products or other
hydrocarbons) or related materials or other controlled, prohibited or regulated
substances or materials, including, without limitation, any substances defined
or listed as or included in the definition of "hazardous substances", "hazardous
wastes", "hazardous materials", "pollutants" or "toxic substances" under any
Hazardous Materials Laws. It has not received any written or oral communication
or notice from any judicial or governmental entity nor is it aware of any
investigation by any agency for any violation of any Hazardous Materials Law.
2.12 Details of all litigation, legal or administrative proceedings,
investigation or other action of similar nature, pending or threatened against
it, at any time during the tern of this Agreement, which in part or in whole
may or will render any of these Representations and Warranties no longer true,
accurate and correct in each and every respect, will be brought to the attention
of Bank One, in writing, within thirty (30) days from the date Borrower acquires
knowledge of same.
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ARTICLE III - SECURITY
3.1 As security for the Indebtedness, regardless of whether the principal sum
evidenced by an Obligation is reduced to zero and thereafter increased/decreased
an unlimited number of times, Borrower hereby grants to Bank One or has
previously caused to be granted to Bank One a mortgage on certain real estate
located at 0000 Xxxxxxxxx Xx., Xxxxxxx, Xxxx.
3.2 It is further agreed that the security described above shall secure
repayment of all Indebtedness and that a default in the terms of any note,
security agreement, mortgage, or other agreement from Borrower to Bank One shall
constitute a default of all notes, security agreements, mortgages, and other
agreements, and that Bank One may proceed in exercising its rights thereunder in
any order or manner it may choose. The purpose of this section being to
cross-collateralize and cross-default all Indebtedness. Additionally, the
security interest described above, if any, may be modified, added to or deleted
from time to time without modification to this Agreement.
ARTICLE IV - AFFIRMATIVE COVENANTS
Borrower covenants and agrees that so long as any Indebtedness is outstanding
or so long as this Agreement is in effect, Borrower shall:
4.1 Maintain insurance against fire, business interruption, public liability,
theft and other casualty on its insurable real and personal property to their
full replacement costs with companies acceptable to Bank One and against
liability on account of damage to persons or property and as required under all
applicable Workers' Compensation Laws. Furthermore, Borrower shall maintain any
other insurance as may from time to time be reasonably requested by Bank One,
shall insert a joint loss payee clause naming Bank One in all fire and extended
coverage policies and shall deliver certified copies of all such insurance
policies to Bank One upon demand.
4.2 Maintain, keep, and preserve its buildings and properties and every part
thereof in good repair, working order, and condition and from time to time make
all needful and proper repairs, renewals, replacements, additions, betterments,
and improvements thereto, so that at all times the efficiency thereof shall be
fully preserved and maintained.
4.3 Duly pay and discharge or cause to be paid and discharged all taxes,
assessments, and other governmental charges imposed upon it and its properties
or any part thereof or upon the income or profits therefrom, as well as all
claims for labor, materials, or supplies, which if unpaid might by law become a
lien or charge upon its property, except such items as are being in good faith
appropriately contested and for which it has provided adequate reserves.
4.4 Carry on and conduct its business in substantially the same manner and in
substantially the same fields as such business is now and has heretofore been
carried on, maintain management with the same expertise and experience, and if
management is to be changed, immediately notify Bank One of said change, and
maintain its legal existence, and comply with all valid and applicable statutes,
rules and regulations.
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4.5 Maintain, keep, and preserve a system of accounting for the Guarantor in
accordance with GAAP, deliver to Bank One financial reports in a form
satisfactory to Bank One as Bank One may request from time to time, permit the
duly authorized representative of Bank One at all reasonable times to examine
and inspect the books and records of it or any related business entity of it,
to make abstracts and copies thereof, and to visit and inspect any of its
property wherever same may be located.
4.6 Comply with all laws and regulations which it is required to comply with
including all Hazardous Materials Laws and regulations, and permit Bank One to
make environmental audits from time to time if requested by Bank One with costs
of same to be borne by Borrower.
ARTICLE V - NEGATIVE COVENANTS
Borrower covenants and agrees that so long as any Indebtedness is outstanding
or so long as this Agreement is in effect, except for that previously disclosed
in writing to and consented to by Bank One, Borrower shall not without prior
written consent of Bank One:
5.1 Create, incur or assume any indebtedness for borrowed money, other than to
Bank One or Bank South (or any replacement lender) and other than that certain
promissory note in the original amount of $200,000.00 dated from Borrower
to K. Xxxxx Xxxxxxx, Xxxxxxx X. Xxxxxxxx, Xxxxxxx X.XxXxxx, Xxxxxx X. Xxxxxxx
and Xx. Xxxxx X. Xxxxxx, or act as guarantor for any indebtedness of others.
For the purpose hereof, sale of accounts receivable and (or) entering into
capital leases of personal property shall be deemed the incurring of
indebtedness for borrowed money.
5.2 Mortgage, pledge, assign, hypothecate, encumber, create or grant a
security interest in any of its assets except to Bank One or Bank South (or any
replacement lender), nor sell, lease, transfer, assign or otherwise dispose of
any of its assets, properties or business outside of the ordinary course of
business, except secured purchase money or lease indebtedness up to the amount
permitted by Section 5.1, if any.
5.3 Invest in, loan or advance money to other than to Guarantor or an
affiliate of Borrower or Guarantor, organize or participate in the organization
or in the creation of any other business entity.
5.4 Merge, transfer, acquire or consolidate with or into any other entity,
change ownership, dissolve, and/or transfer or sell any assets outside of the
ordinary course of business without the prior written consent of Bank One.
5.5 Release, redeem, retire, purchase, or otherwise acquire directly or
indirectly any of its capital stock, or make any changes in its capital
structure.
ARTICLE VI - ADDITIONAL COVENANTS
6.1 GUARANTY. Prior to or contemporaneous with the execution of this
Agreement, Borrower shall deliver to Bank One the Guaranty of Educational
Medical, Inc. in form and content acceptable to Bank One which Guaranty shall
provide for liability of the Guarantor for payment of the Indebtedness.
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6.2 FINANCIAL REPORTS. Borrower covenants in accordance with paragraph 4.5
that it will deliver to Bank One:
(a) Within one hundred twenty (120) days after the end of each fiscal year of
Guarantor, audited financial statements of Guarantor prepared in accordance
with GAAP which shall include a balance sheet, statement of income, statement
of reconciliation of net worth, statement of changes in financial position and
notes to financial statements.
(b) Within one hundred twenty (120) days after the end of each fiscal year of
Borrower, compiled financial statements of Borrower prepared in accordance with
GAAP which shall include a balance sheet, and a statement of income.
(c) Within sixty (60) days after the end of each respective fiscal quarter of
Borrower and Guarantor, direct financial statements of Borrower (prepared in
accordance with its current standards) and Guarantor (prepared in accordance
with GMP) for the period from the beginning of the current fiscal year to the
end of such period. The accuracy of the statements (subject to audit and
year-end adjustments) shall be certified by the chief financial officer or
president of Borrower or Guarantor, as the case may be.
(d) Current letters of accreditation from the Accrediting Commission for Trade
and Technical Schools (ACTTS) of the Career College Association.
6.3 NET WORTH. Guarantor agrees to maintain a Net Worth of not less than TEN
MILLION AND NO/100 DOLLARS ($10,000,000.00) and a ratio of Debt, exclusive of
Subordinated Debt, if any, to Net Worth of not more than 1.0 to 1.0.
"Net Worth" shall be determined in accordance with GAAP and shall be deemed to
include the amount of total assets of Guarantor, exclusive of the principal
amount of all loans or advances to shareholders, directors, executive officers,
of Guarantor or Affiliates of Guarantor, minus the amount of total liabilities
of Guarantor, exclusive of Subordinated Debt, if any.
"Debt" shall be determined in accordance with GAAP and shall be deemed to
include all liabilities of Guarantor including but not limited to accruals,
deferrals, and capitalized leases, less Subordinated Debt, if any.
6.4 BANK DEBT TO CASH FLOW RATIO. Guarantor agrees to maintain a Bank Debt
(defined as the amount outstanding under the Bank South Note, as that term is
defined in Section 7.1(d), below, or any replacement thereof) to Cash Flow
(defined as consolidated Cash Flow (net income plus non cash expenses) for the
most recently completed four (4) fiscal quarter period) Ratio of not greater
than 1.75 to 1.00 at any time.
6.5 CASH ON DEPOSIT. Guarantor must maintain on deposit cash or cash
equivalents in the minimum amount of $500,000.00 as of the end of each fiscal
quarter.
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6.6 TANGIBLE NET WORTH. Borrower agrees to maintain a Tangible Net Worth of
not less than the amounts set forth for the following periods:
Periods Amounts
Closing date - 12/30/93 $215,000
12/31/93 - 12/30/94 250,000
12/31/94 - 12/30/95 285,000
12/31/95 - 12/30/96 320,000
12/31/96 - 12/30/97 355,000
12/31/97 and all times thereafter 390,000
and a ratio of Debt to Tangible Net Worth of not more than the ratios set forth
for the following periods:
Periods Ratios
Closing date - 12/30/93 6.0 to 1.0
12/31/93 - 12/30/94 5.0 to 1.0
12/31/94 - 12/30/95 4.5 to 1.0
12/31/95 - 12/30/96 4.0 to 1.0
12/31/96 - 12/30/91 3.5 to 1.0
12/31/97 and all times thereafter 3.0 to 1.0
"Tangible Net Worth" shall be determined in accordance with GAAP and shall be
deemed to include the amount of total assets of Borrower excluding the amount
of Intangible Assets of Borrower minus the amount of total liabilities of
Borrower, exclusive of Subordinated Debt, if any.
"Intangible Assets" shall be determined in accordance with GAAP and be deemed
to include at book value, without limitation, leasehold improvements,
goodwill, patents, copyrights, secret processes, deferred expenses relating to
sales, general administrative, research and development expense, and all
amounts due from any officer, employee, director, shareholder or Related
Person.
"Debt" shall be determined in accordance with GAAP and shall be deemed to
include all liabilities of Borrower including but not limited to accruals,
deferrals, and capitalized leases, less Subordinated Debt, if any.
6.7 OPERATING INCOME RATIO. Borrower agrees to maintain an Operating Income
Ratio (operating income before interest and taxes) divided by debt service
(principal plus interest)) of not less than 1.5 to 1.0, tested each fiscal
quarter for the most recently completed four (4) fiscal quarter period.
6.8 COHORT DEFAULT RATE. Borrower agrees that its Cohort Default Rate as
published by the United States Department of Education shall not exceed 25%
for any two consecutive years.
6.9 DEPOSIT ACCOUNTS. Borrower shall establish and maintain its principal
deposit accounts at Bank One as long as any Indebtedness remains outstanding or
so long as this Agreement remains in effect.
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6.10 MODIFICATION AND DELETION OF FINANCIAL COVENANTS. In the event Bank
South, NA modifies the financial covenants with respect to the Guarantor set
forth in the loan agreement (the "Bank South Loan Agreement") relating to the
Bank South Note, as hereinafter defined, the parties will amend Section 6.3,
6.4 and 6.5 to conform the financial covenants set forth in such Sections to
the corresponding financial covenants set forth in the Bank South Loan
Agreement. In the event Borrower delivers to Bank One an appraisal of the
real estate described in Section 3.1, in form and substance and from an
appraiser in all respects satisfactory to Bank One, which shows the value of
such property exceeds two (2) times the outstanding principal balances of the
$720,000.00 promissory note dated July 14, 1993 from Borrower to Bank One, Bank
One will delete the financial covenants set forth in Sections 6.3 through 6.7.
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ARTICLE VII - DEFAULT AND REMEDIES
7.1 Borrower shall be in default hereunder upon the happening of any of the
following ("Event of Default"):
(a) The occurrence of an event of default under the terms of any Obligation,
security agreement, mortgage and other agreement executed in connection
therewith or herewith, including any renewal, extension or modification thereof
or hereof or in any other obligation or agreement with Bank One, whether now or
hereafter existing;
(b) Non-performance of any covenant, warranty or liability contained or
referred to herein;
(c) If any warranty, representation or statement made or furnished to Bank One
or by or on behalf of Borrower or any Obligor, in connection with this
Agreement, or to induce Bank One to make a loan to Borrower, proves to have
been false in any material respect when made or furnished; or
(d) The occurrence of any event of default under that certain Promissory Note
dated April 16, 1993 from Education Medical, Inc., Palo Vista College of
Nursing and Allied Health Sciences, Inc., Maric Learning Systems, Andon
Colleges. Inc., Dest Education Corporation, Xxxxxxx Acquisition Corp.,
Scottsdale Educational Center for Allied Health Careers, Incorporated, MTSX
Acquisition Corp. and DBS Acquisition Corp. to Bank South, N.A. in the original
principal amount of $2,000,000.00 (the "Bank South Note"), and any loan
agreement, security agreement, mortgage or other agreement executed in
connection therewith, including any renewal, extension or modification thereof.
7.2 Upon the occurrence of an Event of Default, Bank One may, at its option,
declare principal and accrued interest of all Indebtedness to be immediately
due and payable forthwith, without presentation, demand, protest or notice of
any kind, all of which are hereby expressly waived. Bank One shall have all
the rights and remedies of a Secured Party under the Uniform Commercial Code,
as enacted in the state where Bank One's principal office is located, said
rights and remedies being cumulative in nature. Bank One may set off any of
the Borrower's deposits or accounts, and any other indebtedness of Bank One to
Borrower against the Indebtedness before or after an Event of Default, without
first looking to any property securing payment thereof.
7.3 Acceptance of payment, in full or part, or waiver of any Event of Default
shall not operate as a waiver of any current or later Event of Default, nor of
any other right of Bank One.
7.4 The provisions of this Agreement concerning any Event of Default are not
intended in any way to affect any rights of Bank One with respect to any
Indebtedness of Borrower to Bank One which may or hereafter be payable on
demand.
7.5 No delay or failure of Bank One in exercising any right, power, remedy or
privilege hereunder shall affect such right, power or privilege or be construed
as a waiver against Bank One.
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7.6 Any waiver, permit, consent or approval by Bank One of any breach or
default hereunder must be in writing and shall be effective only to the extent
set forth in such writing.
ARTICLE VIII - MISCELLANEOUS
8.1 Borrower and Bank One acknowledge and agree that the financial covenants
set forth in Article VI and the other terms and conditions contained in this
Agreement were arrived at based on accounting rules, methods and principles,
federal and state tax laws, rules and regulations, and other government or
government agency laws, rules and regulations (together, "Rules") in effect
and adopted by Borrower as of the date of this Agreement. If, at any time
during which this Agreement is in effect, a change occurs or is instituted with
respect to any of the Rules or the application or interpretation thereof, a new
Rule is instituted, or a new or previously enacted Rule is adopted by Borrower,
the result of which materially affects, directly or indirectly, beneficially or
detrimentally, the financial position of Borrower, the calculation of any one
or more of the financial covenants, or any other term or condition of this
Agreement, Bank One and Borrower agree that some or all of the financial
covenants or other terms and conditions of this Agreement shall be amended in
whole or in part at the sole discretion of Bank One. In the event Borrower
fails or refuses to execute a written amendment to this Agreement evidencing
its consent to and agreement with amendments acceptable to Bank One to such
financial covenants and/or other terms and conditions of this Agreement
promptly upon request by Bank One, such failure or refusal shall constitute a
default hereunder and under each of the Obligations, and Bank One shall
thereupon be entitled to exercise any or all of its rights and remedies
hereunder or thereunder.
8.2 All notices required to be given under any tern of this Agreement shall be
sufficient if mailed, via registered or certified mail, return receipt
requested, or sent via overnight or hand courier, to the parties at their
respective addresses as previously set forth.
8.3 All documents referred to in this Agreement shall for all purposes be
considered a part of this Agreement, and all terms used in this Agreement shall
have the meaning set forth in said documents, and this Agreement shall include
all of the provisions stated in said documents.
8.4 This Agreement is a continuing agreement and shall continue in effect
notwithstanding that from time to time. no Indebtedness may exist. This
Agreement shall continue as to any Indebtedness and as to any and all renewals,
extensions or modifications thereof.
8.5 This Agreement may be executed in several counter-parts, each of which
shall be an original and all of which shall constitute the same instrument.
8.6 This Agreement, together with all other documents executed concurrently
herewith or attached hereto, constitutes the full and complete Agreement of the
parties and may not be modified except by written instrument signed by all
parties hereto.
8.7 This Agreement shall be binding upon and inure to the benefit of Borrower
and Bank One and their respective successors and assigns.
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8.8 Borrower agrees to pay on demand all costS and expenses in
connection with the negotiation, preparation, execution, delivery,
filing. recording, administration, enforcement, litigation, collection, or
filing of any legal action on or for any Obligation, including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel for Bank
One, with respect thereto. Time is of the essence of all requirements of
Borrower hereunder. The obligations of Borrower under this paragraph shall
survive payment of any Obligation.
8.9 This Agreement shall be governed and construed in accordance with the laws
of the state where Bank One's principal office is located.
8.10 Any provision contained in this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.
8.11 Borrower shall fully and promptly pay, perform, discharge, defend,
indemnify and hold harmless Bank One from any and all claims, orders, demands,
causes of action, proceedings, judgments, or suits and all liabilities, losses,
costs or expenses (including, without limitation, technical consultant fees,
court costs, expenses paid to third parties and reasonable legal fees) and
damages arising out of, or as a result of (i) any release, discharge, deposit,
dump, spill, leak or placement of any Hazardous Material into or on any
collateral or property owned, leased, rented or used by Borrower (the
"property") at any time; (ii) any contamination of the soil or ground water of
the Property or damage to the environment and natural resources of the Property
or the result of actions whether arising under any Hazardous Material Law, or
common law; or (iii) any toxic, explosive or otherwise dangerous Material which
have been buried beneath or concealed within the Property. This indemnity
shall survive termination of this Agreement.
8.12 This Agreement contains the entire agreement of the parties and supersedes
all prior agreements and understandings, oral or written, with respect to the
subject matter hereof. Executed this day of July, 1993.
OIOPT Acquisition Corp., as Borrower
By:
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Its:
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EDUCATIONAL MEDICAL, INC., as Guarantor
By:
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Its:
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Bank One, Dayton, NA
By:
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Its:
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