Designation Of Directors Agreement

Exhibit 10.24


Heller Equity Capital Corporation 500 West Monroe Street Chicago, Illinois 60661 312-441-7000


- -------------------------------------------------------------------------------- Heller Equity Capital Corporation


January 27, 1998


Career Education Corporation 2800 West Higgins Road Hoffman Estates, Illinois 60195 Attention: John M. Larson, Chairman and Chief Executive Officer


Ladies and Gentlemen:


The purpose of this letter is set forth the agreement of Career Education Corporation (the "Company") and Heller Equity Capital Corporation ("Heller") regarding representation of Heller on the Company's Board of Directors (the "Board") following an initial public offering by the Company of its common stock, $0.01 par value per share, pursuant to a registration statement on Form S-1, Registration No. 333-38545 filed with the U.S. Securities Exchange Commission (the "IPO"), and certain related matters.


1. Heller Directors. Subject to approval by the Company's stockholders,
---------------- in connection with the IPO, the Company agrees that Article V of the Company's Amended and Restated Certificate of Incorporation (the "Certificate") as filed with the secretary of the State of Delaware prior to the consummation of the IPO shall designate a person nominated by Heller for one (1) Class I director's position (the "Heller I Director") and an additional person nominated by Heller for one (1) Class III director's position (the "Heller III Director") on the Company's initial post-IPO board of directors. (Collectively, the Heller I Director and the Heller III Director are sometimes referred to herein as the "Heller Directors.") Heller hereby designates Patrick K. Pesch as the initial Heller I Director and Thomas B. Lally as the initial Heller III Director. Subject to Sections 3 and 5 below, for each annual meeting at which the term of any Heller Director expires, the Company shall (a) cause such Heller Director (or any replacement therefor designated in writing by Heller prior to the last day for nomination by stockholders of directors for consideration at such meeting, as set forth in the Company's By-laws) to be nominated for the term applicable to the Class of the Heller Director proposed for re-election at such meeting, (b) solicit proxies ("Management Proxies") from the Company's stockholders to vote in favor of the election of such Heller Director, (c) cause the shares represented by Management Proxies which are duly executed and returned to the Company to appear for purposes of a quorum at such annual meeting and (d) vote the shares represented by such Management Proxies which are duly executed and returned to the Company in favor of such Heller Director. Notwithstanding the foregoing, the Company shall not be required to vote any Management


Proxy in favor of a Heller Director where (i) stockholder granting such Management Proxy appears at such meeting to vote or otherwise revokes such Management Proxy or (ii) where the stockholder granting such Management Proxy withholds authority to vote for the election of the Heller Director. Whenever a person then designated as a Heller Director shall cease to serve as a director of the Co ...