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"), Xxxxxx, Xxxxxxx
Strategic Partners Fund, L.P. ("Partners"), Strategic Associates, L.P.
("Associates") and Xxxxx X. Xxxxxx ("Xxxxxx") 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 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 Xxxxxx its right to purchase, at the
Second Closing, 1,838 shares of Preferred Stock (the "Xxxxxx 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 Xxxxxx
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 Xxxxxx, 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 to Section 10.5 of the Agreement.
2. Xxxxxx as a Purchaser. Xxxxxx 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 Xxxxxx 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
Cahill, Warnock, Strategic 10,662 $290,006.40
Partners Fund, L.P.
Xxxxx X. Xxxxxx 1,838 $ 49,993.60
5. Stockholders' Agreement. Xxxxxx 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]
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IN WITNESS WHEREOF, the parties have executed this Amendment by persons
thereunto duly authorized as of the date first written above.
CONCORDE CAREER COLLEGES, INC.
By:
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Xxxx X. Xxxxxxx
President
XXXXXX, XXXXXXX STRATEGIC PARTNERS
FUND, L.P.
By: Xxxxxx Xxxxxxx Strategic Partners, L.P.,
its general partner
By:
--------------------------------
Xxxxx X. Xxxxxxx
A General Partner
STRATEGIC ASSOCIATES, L.P.
By: Xxxxxx, Xxxxxxx & Company, L.L.C.,
its general partner
By:
--------------------------------
Xxxxx X. Xxxxxxx
Managing Member
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Xxxxx X. Xxxxxx
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