Clegg A J, et al. – ‘SC 13D/A’ on 10/22/02 re: Nobel Learning Communities Inc – EX-2

On:  Tuesday, 10/22/02, at 3:08pm ET   ·   Accession #:  1021408-2-12733   ·   File #:  5-45470

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D Amendment #5                             10     52K 
 2: EX-1        Joint Filing Agreement                                 2±     9K 
 3: EX-2        Revised Management Agreement Letter                    2     11K 

EX-2   —   Revised Management Agreement Letter

EX-2
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                                                                       Exhibit 2

October 2, 2002                                                                 

Socrates Acquisition Corporation                                                
712 Fifth Avenue, 45th Floor                                                    
New York, NY 10019                                                              
Attn:    Mr. Jeffrey Ott                                                        
Mr. David Luttway                                             

Re:   Transaction Involving Nobel Learning Communities, Inc.  

Gentlemen:                                                                      

   This letter amends and restates in its entirety my letter to you dated as
of August 5, 2002. This letter supersedes all prior letters to you concerning   
the subject matter discussed herein.                                            

I am writing this letter in connection with the transaction whereby   
Socrates Acquisition Corporation, a Delaware corporation ("Socrates             
Acquisition") will merge with and into (the "Merger") Nobel Learning            
Communities, Inc. (together with its subsidiaries, the "Company") pursuant to   
the terms and conditions of a Merger Agreement between Socrates Acquisition and 
the Company dated as of August 5, 2002 and amended as of the date hereof (as    
amended, the "Merger Agreement").                                               

     I hereby confirm that as of the date hereof, I am the record and beneficial
owner of (i) 202,976 shares of Common Stock (which shares are held either solely
or jointly with my wife), par value $.001 per share of the Company ("Common     
Stock"), (ii) 477,500 shares of Series A Preferred Stock, par value $.001 per   
share of the Company ("Series A Preferred Stock"), (iii) 403,226 shares of      
Series C Preferred Stock, par value $.001 per share of the Company ("Series C   
Preferred Stock") and (iv) the number of options to purchase shares of Common   
Stock set forth on Schedule 1 hereto, which list shall specify the grant date of
such options, the plan, if any, such options were issued pursuant to, the       
exercise price of such options and the extent to which, as of the effective time
of the Merger, such options will be vested. I hereby agree that as of the       
effective time of the Merger, I will be the record and beneficial owner of at   
least the number of shares of Common Stock and Preferred Stock and options to   
purchase Common Stock at the specified exercise prices, each as set forth on    
Schedule 2 hereto (the "Rollover Securities"). I agree that if I own shares of  
Common Stock, Preferred Stock and/or options to purchase Common Stock in excess 
of the amount of Rollover Securities, I shall not engage in any transaction on  
or prior to the effective time of the Merger if, after consummation of such     
transaction, I will not directly own, beneficially and of record, the number of 
shares of Common Stock, the number of shares of Preferred Stock and the         
specified options to purchase Common Stock designated as Rollover Securities.   

  I hereby agree that, as of the effective time of the Merger, I waive and
relinquish the right to receive the merger consideration specified in the Merger
Agreement with respect to the Rollover Securities and that such Rollover        
Securities will be converted, by action of the Merger, into new shares and      
options of the Company (as surviving the Merger) as specified in Sections       
2.01(c) and 2.01(f) of the Merger Agreement.                                    

My obligations under this letter are contingent upon the purchase by  
Gryphon Partners II, L.P. and its affiliates ("Gryphon") and Cadigan Investment 
Partners and its affiliates ("Cadigan") of those amounts of equity securities of
Socrates Acquisition as set forth in the letters between Socrates Acquisition   
and each of Gryphon and Cadigan dated as of October 2, 2002 and August 5, 2002, 
respectively. This commitment will terminate upon the termination of Socrates   
Acquisition's obligations under the Merger Agreement. Nothing set forth in this 
letter shall be construed to confer upon or give to any person other than       
Socrates Acquisition any rights or remedies under or by reason of this          
commitment; provided, however, that the Company shall be an express third party 
beneficiary of this Agreement and                                               

EX-2
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therefore this commitment may not be amended or terminated and may not be waived
without the express written consent of the Company.                             

This letter constitutes the entire agreement among us or any of our   
respective affiliates, and supersedes all prior communications, agreements and  
understandings, written or oral, with respect to the subject matter contained   
herein. This letter may be signed in counterparts, all of which shall constitute
the same agreement, shall be governed by the domestic substantive laws of New   
York, and shall bind and inure to the benefit of the parties and their          
respective successors and assigns.                                              

                                       Very truly yours,

                                        /s/  A. J. Clegg
                                              ------------------------
                                 A. J. Clegg

Accepted:                                                                       

SOCRATES ACQUISITION CORPORATION                                                

By:       /s/ Jeff Ott                                                          
---------------------                                             
Co-President                                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		10/22/02							SC 13D/A
		10/2/02		1					8-K
		8/5/02		1
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