Exhibit 3
AGREEMENT
This Agreement (this "AGREEMENT") 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"),
Xxxx X. Xxxxxxx, The Estate of Xxxxxx X. Xxxxxxx, the Xxxxxx X. Xxxxxxx Trust
under Agreement dated 12/28/89 (collectively, "BROZMAN") and Xxxxx X. Xxxxxx
("XXXXXX") 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, Xxxxxx desires to purchase 1,838 shares (the "XXXXXX 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 Xxxxxx Shares, the
other parties hereto (the "OTHER PARTIES") desire Xxxxxx to have the rights and
obligations provided by certain provisions of the Agreement, and Xxxxxx 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. RESTRICTION ON TRANSFER. With respect only to the Xxxxxx Shares,
Xxxxxx shall be subject and entitled to, and shall comply with and be bound by,
the provisions of Article 4 of the Agreement, as if Xxxxxx was a
"Securityholder" and the Xxxxxx Shares were "Shares" as defined in the
Agreement.
2. REGISTRATION RIGHTS. With respect only to the Xxxxxx Shares, Xxxxxx
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
Xxxxxx was a "Preferred Stock Holder".
3. MISCELLANEOUS. With respect only to the Xxxxxx Shares and the
application of the Agreement to Xxxxxx and the Xxxxxx Shares as provided hereby,
Xxxxxx 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]
IN WITNESS WHEREOF, the parties have executed this Agreement by persons
thereunto duly authorized as of the date fist written above.
CONCORDE CAREER COLLEGES, INC.
By: /s/ Xxxx X. Xxxxxxx
--------------------------
Xxxx X. Xxxxxxx
President
XXXXXX, XXXXXXX STRATEGIC
PARTNERS FUND, L.P.
By: Xxxxxx, Xxxxxxx Strategic Partners, L.P.
its general partner
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------
Xxxxx X. Xxxxxxx
A General Partner
STRATEGIC ASSOCIATES, L.P.
By: Xxxxxx, Xxxxxxx & Company, LLC,
its general partner
By: /s/ Xxxxx X. Xxxxxxx
------------------------
Xxxxx X. Xxxxxxx
Managing Member
/s/ Xxxx X. Xxxxxxx
---------------------------
Xxxx X. Xxxxxxx
ESTATE OF XXXXXX X. XXXXXXX
By: /s/ Xxxx X. Xxxxxxx
-----------------------
Xxxx X. Xxxxxxx
Executor
XXXXXX X. XXXXXXX TRUST UTA 12/28/89
By: /s/ Xxxx X. Xxxxxxx
----------------------
Xxxx X. Xxxxxxx
Trustee
/s/ Xxxxx X. Xxxxxx
------------------------
Xxxxx X. Xxxxxx
