Exhibit 10.14
Nobel Education Dynamics, Inc.
Rose Tree Corporate Center II
1400 N. Providence Road
Media, PA 19063
February 23, 1996
Edison Venture Fund II, L.P.
987 Lenox Drive #3
Lawrenceville, NJ 08648
Ladies and Gentlemen:
Reference is made to the Registration Rights Agreement dated August 19,
1994, as amended by letter agreement dated August 30, 1995, (the "Registration
Rights Agreement") among Nobel Education Dynamics, Inc. ("Nobel"), Edison
Venture Fund II, L.P. ("Edison") and Edison Venture Fund II-PA, L.P. (which no
longer has rights under the Registration Rights Agreement).
This letter confirms our mutual understanding and agreement that the
Registration Rights Agreement is further amended as follows:
1. Section 4(c) of the Registration Rights Agreement is amended and
restated to read in its entirety as set forth in Attachment 1 to this Letter
Agreement.
2. The third sentence of Section 5 of the Registration Rights Amendment is
amended and restated to read in its entirety as set forth in Attachment 2 to
this Letter Agreement.
3. The third, fourth and fifth sentences of Section 6 of the Registration
Rights Agreement are amended and restated to read in their entirety as set forth
in Attachment 3 to this Letter Agreement.
4. Edison understands that this Amendment has been requested by Gilder,
Gagnon, Howe & Co. ("Gilder") in connection with the circulation to certain
customers of Gilder of the Company's Summary Private Placement Offering
Memorandum dated February 15, 1996 relating to the offering by the Company of
1,000,000 shares of its common stock at $12.00 per share, as further described
therein, and as condition to the closing of such proposed transaction.
5. Except as expressly modified by this Letter Agreement, all of the
original terms and conditions of the Registration Rights Agreement continue in
full force and effect.
Edison Venture Fund II, L.P.
February 23, 1996
Page 2
6. This Letter Agreement shall be effective as of the date first above
written, upon the later to occur of (i) execution by all the parties set forth
below and (ii) execution of an amendment to similar effect by the Company and
Allied Capital Corporation, Allied Capital Corporation II, Allied Investment
Corporation and Allied Investment Corporation II of the registration rights
agreement between the Company and such entities.
Please confirm your understanding and agreement to the foregoing by
executing the enclosed copy of this Letter Agreement in the place indicated
below, and return one copy to us, whereupon each of us shall be legally bound
hereby.
Very truly yours,
NOBEL EDUCATION DYNAMICS, INC.
By:_________________________________
John R. Frock
Executive Vice President
Accepted and agreed to:
EDISON VENTURE FUND II, L.P.
By: Edison Partners II,
its general partner
By: __________________________
John Martinson
General Partner
Attachment 1
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(c) The Company may not include in any registration statement
referred to in this Section 4 any shares of Common Stock to be sold for the
account of any person not entitled as of August 19, 1994 to registration rights
with respect to such shares, except for (i) the shares of Common Stock issuable
to Allied Capital Corporation, Allied Capital Corporation II, Allied Investment
Corporation and Allied Investment Corporation II, each a Maryland corporation
(collectively, "Allied"), upon the conversion of the Company's Series D
Convertible Preferred Stock, $.001 par value per share, and exercise of the
Stock Purchase Warrants, all issued to Allied on August 29, 1995 pursuant to a
certain Investment Agreement (the "Allied Shares") and (ii) the shares of Common
Stock to be issued to persons purchasing such shares in connection with the
Company's private placement of 1,000,000 shares of Common Stock as described in
the Company's Private Placement Offering Memorandum dated February 15, 1996, all
of which persons have brokerage accounts with Gilder, Gagnon, Howe & Co. at the
closing of such transaction (collectively, the "Gilder Shares"). The Company may
include in any registration statement referred to in this Section 4 the Gilder
Shares, the Allied Shares and/or shares of Common Stock to be sold for its own
account or for the account of any other holders of Common Stock who as of August
19, 1994 are entitled to "piggy-back" or "incidental" rights to be included in
the registration statement, in which case such registration statement shall be
deemed to be a registration statement initiated by the Company and shall be
governed by the provisions of Section 5 below. Except for registration
statements on Form S-4, S-8 or any successor thereto, registration statements
registering the Gilder Shares and/or securities to be issued by the Company to
the seller or sellers in connection with an acquisition by the Company and
registration statements required to be filed for holders of Common Stock who as
of August 19, 1994 are entitled to "demand" registration rights, the Company
will not file with the Commission any other registration statement with respect
to its Common Stock, whether for its own account or that of other stockholders,
from the date of receipt of a notice from requesting holders pursuant to this
Section 4 until the completion of the period of distribution of the registration
contemplated thereby.
Attachment 2
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In the event that any registration pursuant to this Section 5 shall be, in whole
or in part, an underwritten public offering of Common Stock, the number of
shares of Restricted Stock to be included in such an underwriting may be reduced
(pro rata among the requesting holders based upon the number of shares of
Restricted Stock owned by such holders and the shares of Common Stock held by
the persons referred to in clauses (ii) through (iv) of the provisio to this
sentence) if and to the extent that the managing underwriter shall be of the
opinion that such inclusion would adversely affect the marketing of the
securities to be sold by the Company therein, provided, however, that such
number of shares of Restricted Stock shall not be reduced if any shares are to
be included in such underwriting for the account of any person other than (i)
the Company, (ii) requesting holders of Restricted Stock, (iii) Allied, if the
shares to be included are limited to the Allied Shares or (iv) any other holders
of Common Stock who as of August 19, 1994 are entitled to contractual "piggy-
back" or "incidental" rights to be included in the registration statement.
Attachment 3
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The Company may not include in any registration statement referred to in this
Section 6 any shares of Common Stock to be sold for the account of any person
not entitled as of August 19, 1994 to registration rights with respect to such
shares, except for the Allied Shares and the Gilder Shares. The Company may
include in any registration statement referred to in this Section 6 the Gilder
Shares, the Allied Shares and/or shares of Common Stock to be sold for its own
account or for the account of any other holders of Common Stock who as of August
19, 1994 are entitled to "piggy-back" or "incidental" rights to be included in
the registration statement, in which case such registration statement shall be
deemed to be a registration statement initiated by the Company and shall be
governed by the provisions of Section 5 above. Except for registration
statements on Form S-4, S-8 or any successor thereto, registration statements
registering the Gilder Shares, securities to be issued by the Company to the
seller or sellers in connection with an acquisition by the Company and
registration statements required to be filed for holders of Common Stock who as
of August 19, 1994 are entitled to "demand" registration rights, the Company
will not file with the Commission any other registration statement with respect
to its Common Stock, whether for its own account or that of other stockholders,
from the date of receipt of a notice from requesting holders pursuant to this
Section 6 until the completion of the period of distribution of the registration
contemplated thereby.