Exhibit 2
AMENDMENT NO. 1
TO
CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
This Amendment No. 1 (this "Amendment") is dated March 20, 1997 and is
by and among the Concorde Career Colleges, Inc. ("Concorde"), ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Strategic Partners Fund, L.P. ("Partners"), Strategic Associates, L.P.
("Associates") and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇") and amends that certain
Convertible Preferred Stock Purchase Agreement dated as of February 25, 1997 by
and among Concorde, Partners and Associates (the "Agreement"). Capitalized terms
used and not otherwise defined herein shall have the meanings ascribed to them
in the Agreement.
RECITALS
WHEREAS, the Agreement provides, among other things, for the issuance
and sale by Concorde, and the purchase by Partners, of 12,500 shares (the
"Shares") of Concorde's Class B convertible Preferred Stock, par value $0.10 per
share (the "Preferred Stock") at the Second Closing;
WHEREAS, Partners desires to assign to ▇▇▇▇▇▇ its right to purchase, at
the Second Closing, 1,838 shares of Preferred Stock (the "▇▇▇▇▇▇ Shares") of the
12,500 Shares, thereby reserving to Partners the right to purchase 10,662 shares
of Preferred Stock (the "Partners Shares") at the Second Closing, and ▇▇▇▇▇▇
desires to accept and Concorde desires to consent to such assignment (the
"Assignment");
WHEREAS, the parties hereto each desire to amend the Agreement to
divide the purchase of the Shares between Partners and ▇▇▇▇▇▇, on the terms and
conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the premises contained herein and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Consent to Assignment. Concorde hereby consents to the Assignment as
required by Section 10.5 of the Agreement.
2. ▇▇▇▇▇▇ as a Purchaser. ▇▇▇▇▇▇ shall be deemed a "Purchaser", solely
and exclusively for purposes of the Second Closing, under Sections 2.2, 3, 5,
7.9, 8.1, 8.7 and 10 of the Agreement, as if he were an original party to, and
included within the definition of "Purchaser" under, the Agreement.
3. Waiver of Affiliate Transaction. Partners, Associates and Concorde
hereby waive the application of the provisions of Section 9.2(c) of the
Agreement for purposes of the Assignment, the purchase and sale of the ▇▇▇▇▇▇
Shares and the provisions of and transactions contemplated by this Amendment.
4. Amendment to Schedule 3.2. Schedule 3.2 of the Agreement is hereby
amended, with respect only to the Second Closing described therein, as follows:
SECOND CLOSING NUMBER OF SHARES PURCHASE PRICE
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Strategic Partners Fund, L.P. 10,662 $290,006.40
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1,838 $49,993.60
5. Stockholders' Agreement. ▇▇▇▇▇▇ shall execute and deliver the
certain Agreement dated of even date herewith regarding his being subject and
entitled to, and obligated to comply with and be bound by , certain provisions
of the Stockholders' Agreement dated as of February 25, 1997 by and among
Concorde, Partners, Associates and certain other parties signatory thereto.
6. Miscellaneous. Sections 10.3 through and including 10.8 of the
Agreement are incorporated herein by reference.
7. Agreement Remains in Force. Except as specifically amended or
addressed hereby, all of the provisions, terms and conditions of the Agreement
shall remain in full force and effect.
[signatures follow on next page]
IN WITNESS WHEREOF, the parties have executed this amendment by person
thereunto duly authorized as of the date first written above.
CONCORDE CAREER COLLEGES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ STRATEGIC PARTNERS FUND, L.P.
By: ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Strategic Partners, L.P., its
general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
A General Partner
STRATEGIC ASSOCIATES, L.P.
By: ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, LLC, its general
partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Managing Member
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇