AGREEMENT
This Agreement (this "Agreement") 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"),
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, The Estate of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Trust
under Agreement dated 12/28/89 (collectively, "Brozman") and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
("▇▇▇▇▇▇") and relates to the Stockholders' Agreement dated as of February 25,
1997 by and among Concorde, Partners, Associates and Brozman (the "Agreement").
Capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to them in the Agreement.
RECITALS
WHEREAS, ▇▇▇▇▇▇ desires to purchase 1,838 shares (the "▇▇▇▇▇▇ Shares") of
Concorde's Class B Convertible Preferred Stock, par value $0.10 per share (the
"Preferred Stock");
WHEREAS, as a condition to such purchase of the ▇▇▇▇▇▇ Shares, the other
parties hereto (the "Other Parties") desire ▇▇▇▇▇▇ to have the rights and
obligations provided by certain provisions of the Agreement, and ▇▇▇▇▇▇ desires
to have such rights and be bound by such obligations, on the terms and
conditions hereof.
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. Restrictions on Transfer. With respect only to the ▇▇▇▇▇▇ Shares,
▇▇▇▇▇▇ shall be subject and entitled to, and shall comply with and be bound by,
the provisions of Article 4 of the Agreement, as if ▇▇▇▇▇▇ was a
"Securityholder" and the ▇▇▇▇▇▇ Shares were "Shares" as defined in the
Agreement.
2. Registration Rights. With respect only to the ▇▇▇▇▇▇ Shares, ▇▇▇▇▇▇
shall be subject and entitled to, and shall comply with and be bound by, the
provisions of Article 5 (except for Section 5.2(a)) of the Agreement, as if
▇▇▇▇▇▇ was a "Preferred Stock Holder".
3. Miscellaneous. With respect only to the ▇▇▇▇▇▇ Shares and the
application of the Agreement to ▇▇▇▇▇▇ and the ▇▇▇▇▇▇ Shares as provided hereby,
▇▇▇▇▇▇ shall be subject and entitled to, and shall comply with and be bound by,
the provisions of Article 9 of the Agreement.
4. Agreement Remains in Force. Except as specifically amended hereby, all
of the provisions, terms and conditions of the Agreement shall remain in full
force and effect.
[signatures follow on next page]
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IN WITNESS WHEREOF, the parties have executed this Agreement by persons
thereunto duly authorized as of the date first written above.
CONCORDE CAREER COLLEGES, INC.
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ STRATEGIC PARTNERS
FUND, L.P.
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Strategic Partners,
L.P., its general partner
By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
A General Partner
STRATEGIC ASSOCIATES, L.P.
By: ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, L.L.C.,
its general partner
By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Managing Member
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
ESTATE OF ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executor
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ TRUST UTA 12/28/89
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Trustee
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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