1 EXHIBIT 10.37 ASSET PURCHASE AGREEMENT Agreement dated as of September 6, 1996 among EDUCATIONAL MEDICAL, INC., a Delaware corporation ("EMI"), SACMD Acquisition Corp., a Delaware corporation wholly owned by EMI ("Buyer"), San Antonio College of...Asset Purchase Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • Texas
EXHIBIT 10.59 STOCK PURCHASE AGREEMENT Agreement dated as of March 13, 1998 among EDUCATIONAL MEDICAL, INC., a Delaware corporation ("EMI"), NEW HAMPSHIRE ACQUISITION CORP., a Delaware corporation wholly owned by EMI (the "Buyer"), HESSER, INC., a New...Stock Purchase Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • New Hampshire
PROVISIONSEscrow Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • Arizona
EXHIBIT 10.27 PLEDGE AGREEMENT AGREEMENT, dated as of , 1993 between EDUCATIONAL MEDICAL, INC., a Delaware corporation (the "Pledgor"), OHIO INSTITUTE OF PHOTOGRAPHY AND TECHNOLOGY, INC., an Ohio corporation (the "Pledgee") and OIOPT ACQUISITION...Pledge Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • Ohio
EXHIBIT 10.63 REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN EDUCATIONAL MEDICAL, INC.Registration Rights Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • Delaware
1 EXHIBIT 10.11 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT, dated as of March 31, 1995 executed by EDUCATIONAL MEDICAL, INC., a Delaware corporation (the "Company") and the parties named in...Securities Purchase Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services
1 EXHIBIT 10.50 STOCK PURCHASE AGREEMENT Agreement dated as of February 14, 1998 among EDUCATIONAL MEDICAL, INC., a Delaware corporation ("EMI"), CHI ACQUISITION CORP., a Delaware corporation wholly owned by EMI (the "Buyer"), COMPUTER HARDWARE...Stock Purchase Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • Pennsylvania
WITNESSETH:Security Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services
1 EXHIBIT 10.46 BUSINESS LOAN AGREEMENTBusiness Loan Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • Georgia
AGREEMENT:Stock Purchase Warrant • April 16th, 1998 • Educational Medical Inc • Services-educational services
PRELIMINARY STATEMENTRegistration Rights Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services
1 EXHIBIT 10.19 AGREEMENT IN RESPECT OF WARRANT THIS AGREEMENT is made by TRUST FOR DEFINED BENEFIT PLAN OF ICI AMERICAN HOLDINGS, INC. and FUELSHIP & COMPANY, ITS REGISTERED NOMINEE (the "Holder") in favor of EDUCATIONAL MEDICAL, INC. (the "Company")...Warrant Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services
OF REORGANIZATION AMONGReorganization Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • Delaware
BACKGROUNDEmployment Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • New Hampshire
BILL OF SALEBill of Sale • April 16th, 1998 • Educational Medical Inc • Services-educational services
OHIO OPEN END MORTGAGE [BANK ONE LOGO] AMOUNT $720,000.00 ---------------Mortgage Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • Ohio
BACKGROUNDSecurity Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • Pennsylvania
WITNESSETH:Promissory Note Modification Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services
EXHIBIT 10.49 FIRST AMENDMENT TO BUSINESS LOAN AGREEMENT PREAMBLE: THIS AMENDMENT, dated as of June 30, 1997 (this "Amendment"), is made and entered into by and among BANK OF AMERICA, FSB (the "Bank"), EDUCATIONAL MEDICAL, INC. ("EMI") and all those...Business Loan Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • Georgia
1 EXHIBIT 10.1 ================================================================ ================ EDUCATIONAL MEDICAL, INC. 13% SENIOR SUBORDINATED NOTES DUE JULY 23, 1996Securities Purchase Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • New York
WARRANT TO PURCHASE COMMON STOCK OF EDUCATIONAL MEDICAL, INC. Exercisable Commencing July 16, 1991 Void After June 30, 2001Warrant Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services
BY AND BETWEENRegistration Rights Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • Delaware
STOCK POWERStock Power • April 16th, 1998 • Educational Medical Inc • Services-educational services
ALLONGESenior Subordinated Note • April 16th, 1998 • Educational Medical Inc • Services-educational services
RECITALSAssignment of Real Estate Lease • April 16th, 1998 • Educational Medical Inc • Services-educational services • Virginia
1 EXHIBIT 10.65 NON COMPETITION AND CONFIDENTIALITY AGREEMENTNon-Competition and Confidentiality Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • New Hampshire
1 EXHIBIT 10.42 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT made as of December 31, 1996 between O/E LEARNING, INC., a Michigan corporation ("Seller"), with a registered office at 3290 West Big Beaver, Suite 128, Troy, Michigan 48084 and HBC ACQUISITION...Assumption Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services
WITNESSETHSeller Subordination Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • Georgia
1 EXHIBIT 10.2 THE TRANSFER AND PAYMENT OF THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN A SECURITIES PURCHASE AGREEMENT, DATED AS OF JULY 16, 1991, AND ANY AMENDMENTS THERETO. THE NOTE REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE...Securities Purchase Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • New York
Educational Medical, Inc. 1327 Northmeadow Parkway Suite 132 Roswell, GA 30076Employment Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • Delaware
EDUCATIONAL MEDICAL, INC. 1050 Cambridge Square Suite C Alpharetta, GA 30201Repurchase Options Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • Delaware
1 EXHIBIT 10.22 COINVESTORS AGREEMENT In order to induce State Employees Retirement Fund of the State of Delaware and Trust for Defined Benefit Plan of ICI American Holdings Inc. (collectively, the "Investors") to enter into a Securities Purchase...Co-Investors Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services
1 EXHIBIT 10.38 [BANK OF AMERICA LOGO] CONFIDENTIAL Educational Medical, Inc. 1327 Northmeadow Parkway, #132 Roswell, GA 30076 Attention: Mr. Gary Kerber & Mr. Vince Pisano Gentlemen: On behalf of Bank of America, FSB ("Bank" or "Bank of America"), I...Credit Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services
1 EXHIBIT 10.33 [EDUCATIONAL MEDICAL, INC. LETTERHEAD] November 21, 1988 Mr. Robert L. Heidrick The Heidrick Partners, Inc. Suite 4000 20 North Wacker Drive Chicago, IL 60606 Dear Bob: This letter will formalize the stock option portion of the search...Stock Option Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services
EXHIBIT 10.61 NON-NEGOTIABLE SECOND PAYMENT PROMISSORY NOTE U.S. $________________ March 13, 1998 FOR VALUE RECEIVED, each of the undersigned, jointly and severally, (each individually called a "Maker" and collectively called the "Makers") hereby...Second Payment Promissory Note • April 16th, 1998 • Educational Medical Inc • Services-educational services
