Back to School Acquisition, L.L.C.
Exhibit 4.3
Back to School Acquisition, L.L.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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August 9, 2000 |
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VIA TELECOPIER |
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AND FIRST CLASS MAIL |
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Xxxx Capital LLC |
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000 Xxxxxxxx Xxxxxx |
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Xxxxxxxx, Xxxxxxxxxxx 00000 |
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Attention: |
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Xxxxxx X. Xxxx |
Gentlemen:
In the event that Xxxx Capital LLC or any of its affiliates or any investment vehicle sponsored by it (the “Purchaser”) elects to exercise the option to purchase any or all of the shares of Lincoln Technical Institute, Inc. (“LTI”) currently owned by X.X. Xxxxxxxxxx and Xxxxx Xxxxxxxxxx, Back to School Acquisition LLC (“Stonington”) hereby agrees that, effective upon the exercise of such option, Stonington and its affiliates hereby waive their respective rights of first refusal with respect to such shares pursuant to Section 3.03 of the stockholders’ agreement among LTI, Stonington, X.X. Xxxxxxxxxx and Xxxxx Xxxxxxxxxx and hereby consent to the transfer of such shares to the Purchaser, provided that the Purchaser agrees to be bound by the terms of such stockholders’ agreement.
Stonington recognizes that, in the event such option to purchase the Xxxxxxxxxx shares is exercised by Xxxx Capital for or on behalf of Five Mile River Capital Partners LLC (“FMRCP”), it will result in the same entity owning shares of LTI that are subject to two different stockholders’ agreements (i.e., one of which covers the shares currently owned by FMRCP and the other of which covers the shares currently owned by X.X. and Xxxxx Xxxxxxxxxx). Accordingly, Stonington agrees that, effective upon the purchase of the Xxxxxxxxxx shares by FMRCP, the stockholders’ agreement covering the shares currently owned by FMRCP will be deemed to cover all of the shares owned by FMRCP, and the Xxxxxxxxxx stockholders’ agreement will be deemed no longer effective.
Stonington also hereby agrees that, effective upon the purchase of the Xxxxxxxxxx shares by FMRCP, the FMRCP stockholders’ agreement shall be deemed amended to incorporate the following provisions of the Xxxxxxxxxx stockholders’ agreement: (A) Section 2.01(a), (b), (c) and (e), except that the words “P X. Xxxxxxxxxx” shall be changed to “Xxxxxx X. Xxxx,” and the words
Xxxx Capital LLC
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August 9, 2000
“Initial Stockholders” shall be changed to “Other Stockholders,” (B) Section 2.03, (C) the definition of “New Securities” contained in Section 1.01 and (D) Section 2.07, except that the words “Initial Stockholders” shall be changed to “Other Stockholders.”
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Very truly yours, |
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Back to School Acquisition LLC |
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By: |
/s/ Xxxxxx X. Xxxxxx |
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Name: |
Xxxxxx X. Xxxxxx |
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Title: |
Vice President |
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The foregoing is hereby acknowledged and agreed to by Lincoln Technical Institute, Inc. |
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By: |
/s/ Xxxxx X. Xxxxxx |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
Chairman & CEO |
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