sc13dza

0000950133-06-001661.txt : 20060403 0000950133-06-001661.hdr.sgml : 20060403 20060403171117 ACCESSION NUMBER: 0000950133-06-001661 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20060403 DATE AS OF CHANGE: 20060403 GROUP MEMBERS: ALLIED INVESTMENTS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOBEL LEARNING COMMUNITIES INC CENTRAL INDEX KEY: 0000721237 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 222465204 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45470 FILM NUMBER: 06734403 BUSINESS ADDRESS: STREET 1: 1615 WEST CHESTER PIKE STREET 2: SUITE 200 CITY: WEST CHESTER STATE: PA ZIP: 19382-6223 BUSINESS PHONE: 484-947-2000 MAIL ADDRESS: STREET 1: 1615 W CHESTER PIKE STREET 2: STE 200 CITY: WEST CHESTER STATE: PA ZIP: 19382-6223 FORMER COMPANY: FORMER CONFORMED NAME: NOBEL EDUCATION DYNAMICS INC DATE OF NAME CHANGE: 19931222 FORMER COMPANY: FORMER CONFORMED NAME: ROCKING HORSE CHILD CARE CENTERS OF AMERICA INC /DE/ DATE OF NAME CHANGE: 19931222 FORMER COMPANY: FORMER CONFORMED NAME: PETRIE CORP DATE OF NAME CHANGE: 19851031 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIED CAPITAL CORP CENTRAL INDEX KEY: 0000003906 IRS NUMBER: 521081052 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1919 PENNSYLVANIA AVENUE NW CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2023311112 MAIL ADDRESS: STREET 1: 1919 PENNSYLVANIA AVENUE NW STREET 2: 1666 K STREET NW CITY: WASHINGTON STATE: DC ZIP: 20006 FORMER COMPANY: FORMER CONFORMED NAME: ALLIED CAPITAL LENDING CORP DATE OF NAME CHANGE: 19931116 FORMER COMPANY: FORMER CONFORMED NAME: ALLIED LENDING CORP DATE OF NAME CHANGE: 19920703 SC 13D/A 1 w19360sc13dza.htm SCHEDULE 13D/A sc13dza


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 2 )*

Nobel Learning Communities, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

773415 10 4

(CUSIP Number)

William L. Walton
Chairman and Chief Executive Officer
Allied Capital Corporation
1919 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
(202) 331-1112

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

March 31, 2006

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		773415 10 4		Page		2		of		6


1	NAMES OF REPORTING PERSONS: Allied Capital Corporation

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	52-1081052

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Maryland

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	0

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO


CUSIP No.		773415 10 4		Page		3		of		6


1	NAMES OF REPORTING PERSONS: Allied Investments, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	37-1490454

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	0

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


CUSIP No.		773415 10 4		Page		4		of		6

Introduction

This Amendment No. 2 to the Schedule 13D filed by Allied Capital Corporation (“Allied Capital”) and Allied Investments, L.P. (“Allied Investments”) with the Securities and Exchange Commission amends the Schedule 13D to reflect the sale of all of Allied Capital’s and Allied Investments’ equity interests in the issuer.

Item 1. Security and Issuer.

This statement relates to the shares of common stock, par value $0.001 per share (the “Common Stock”), of Nobel Learning Communities, Inc., a Delaware corporation (“Nobel”), with its principal offices located at 1615 West Chester Pike, West Chester, PA 19382.

Item 2. Identity and Background.

This statement is hereby being filed by Allied Capital Corporation (“Allied Capital”) and Allied Investments, L.P. (“Allied Investments” and together with Allied Capital, the “Reporting Persons”). Allied Capital is a Maryland corporation with its principal executive offices located at 1919 Pennsylvania Avenue, N.W., Washington, DC 20006-3434. Allied Investments is the successor in interest to Allied Investment Corporation.

Allied Capital is an internally managed closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940.

Certain information with respect to the directors and executive officers of the Reporting Persons is set forth in Exhibit 99.1 attached hereto, including each director’s and each executive officer’s business address, present principal occupation or employment, citizenship and other information.

None of the Reporting Persons nor, to the best of their knowledge, any director, executive officer or controlling person of a Reporting Person has, during the last five years, been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding a Reporting Person or any director, executive officer or controlling person of Allied Capital was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, or finding any violation with respect to, federal or state securities laws.

Item 3. Source and Amount of Funds or Other Consideration.

Not Applicable.

Item 4. Purpose of Transaction

The Reporting Persons initially acquired the securities of Nobel in the ordinary course of their business seeking to achieve its investment objectives and in accordance with its investment policies and restrictions. The Reporting Persons have no intention of engaging in the activities set forth in paragraphs (a)-(j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.


CUSIP No.		773415 10 4		Page		5		of		6

(a) Not applicable.

(b) As of March 31, 2006, neither of the Reporting Persons has sole or shared ownership or voting power over any securities of the issuer.

(c) The Reporting Persons entered into an agreement with Blesbok LLC on March 31, 2006, pursuant to which Blesbok LLC purchased securities of the Company owned by Allied Capital and Allied Investments. A copy of the agreement is filed as an exhibit hereto. Blesbok LLC purchased 571,808 shares of Series D Convertible Preferred Stock from Allied Capital, 492,022 shares of Series D Convertible Preferred Stock from Allied Investments, 176,072 shares of Series F Convertible Preferred Stock from Allied Capital and a Warrant to purchase 531,255 shares of Common Stock from Allied Capital. The aggregate purchase price for all of the securities was $3,558,385. As of March 31, 2006, the Series F Preferred Stock is convertible into 176,072 shares of Common Stock, subject to anti-dilution adjustment.

(d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock.

(e) As of March 31, 2006, neither of the Reporting Persons has sole or shared ownership or voting power over any securities of the issuer.


Item 6.		Contracts, Arrangement, Understandings or Relationships with Respect to Securities of Issuer.

As disclosed under Item 5, the Reporting Persons entered into an agreement with Blesbok LLC on March 31, 2006. A copy of the Securities Purchase Agreement is filed as Exhibit 99.1 to this Schedule 13D/A.

Item 7. Material to be Filed as Exhibits.


Exhibit No.		Description

Exhibit 1.1		Joint Filing Agreement between Allied Capital Corporation and Allied Investments, L.P.
Exhibit 99.1		Securities Purchase Agreement dated March 31, 2006
Exhibit 99.2		Directors and Executive Officers of Allied Capital Corporation and Allied Investments, L.L.C. as general Partner of Allied Investments, L.P.


CUSIP No.		773415 10 4		Page		6		of		6

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: April 3, 2006

	ALLIED CAPITAL CORPORATION

	By: /s/ Penni F. Roll

	Penni F. Roll
	Chief Financial Officer

	Allied Investments, L.L.C. as General Partner of
	ALLIED INVESTMENTS, L.P.

	By:	/s/ Penni F. Roll

	Penni F. Roll
	Chief Financial Officer

EX-1.1 2 w19360exv1w1.htm EXHIBIT 1.1 exv1w1

Exhibit 1.1

JOINT FILING AGREEMENT

This Joint Filing Agreement (this “Agreement”) is entered into on April 3, 2006 by and between Allied Capital Corporation, a Maryland Corporation (“Allied Capital”), and Allied Investments, L.P., a Delaware limited partnership (“Allied Investments”).

Background

Allied Investments is a wholly owned subsidiary of Allied Capital. Both Allied Investments and Allied Capital have an obligation to file a Schedule 13D with the Securities and Exchange Commission with respect to their beneficial ownership of shares of common stock of Nobel Learning Communities, Inc. (the “Company”). Allied Investments and Allied Capital desire to provide for the filing of a joint statement on Schedule 13D to reflect their ownership of shares of common stock of the Company on the terms and conditions set forth herein.

NOW THEREFORE, intending to be legally bound hereby, and for good and valuable consideration, the receipt of which is hereby acknowledge, the parties hereto agree as follows:

1. Each party hereto represents to the other party that it is eligible to use Schedule 13D in accordance with Regulation 13D promulgated under the Securities Exchange Act of 1934, as amended. The parties hereto agree that, from and after the date hereof, one statement on Schedule 13D shall be filed on behalf of each of them with respect to their ownership of shares of common stock of the Company.

2. Each party hereto acknowledges and agrees that it shall be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein. Neither party shall be responsible for the completeness or accuracy of the information concerning the other party hereto unless such party knows or has reason to believe that such information is inaccurate.

3. The parties hereto acknowledge and agree that this Agreement will be filed as an exhibit to their Schedule 13D and any amendments thereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written


		ALLIED CAPITAL CORPORATION

		By:/s/ Penni F. Roll

		Penni F. Roll
		Chief Financial Officer

		Allied Investments, L.L.C. as General Partner of
		ALLIED INVESTMENTS, L.P.

		By:		/s/ Penni F. Roll

		Penni F. Roll
		Chief Financial Officer

EX-99.1 3 w19360exv99w1.htm EXHIBIT 99.1 exv99w1

Exhibit 99.1

EXECUTION VERSION

SECURITIES PURCHASE AGREEMENT

between

Blesbok LLC,

Allied Investments, LP,

and

Allied Capital Corporation

Dated as of March 31, 2006

TABLE OF CONTENTS


1.	Sale and Purchase of the Securities

	1.1	Sale and Purchase of the Securities
	1.2	Closing

2.	Representations and Warranties of Sellers

	2.1	Authorization, etc.
	2.2	Title; Warrant
	2.3	No Conflicts, etc.
	2.4	Status
	2.5	Consents
	2.6	Brokers
	2.7	Limitation on Representations and Warranties

3.	Representations and Warranties of Purchaser

	3.1	Authorization, etc.
	3.2	No Conflicts, etc.
	3.3	Status
	3.4	Consents
	3.5	Purchase for Investment
	3.6	No Brokers
	3.7	Limitation on Representations and Warranties

4.	Certain Covenants

	4.1	Confidentiality
	4.2	Publicity
	4.3	Further Assurances
	4.4	Indemnification
	4.5	Assignment and Assumption of the Ancillary Rights


5.	[Reserved]

6.	[Reserved]

7.	Definitions

	7.1	Terms Generally
	7.2	Certain Terms

8.	Miscellaneous

	8.1	Expenses
	8.2	Notices
	8.3	Jurisdiction
	8.4	Governing Law
	8.5	Binding Effect
	8.6	Assignment
	8.7	No Third Party Beneficiaries
	8.8	Amendment; Waivers, etc.
	8.9	Entire Agreement
	8.10	Severability
	8.11	Headings
	8.12	Counterparts
	8.13	Survival of Representations and Warranties, etc.

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 31, 2006, is entered into between Blesbok LLC, a Delaware limited liability company (the “Purchaser”), Allied Investments, LP, a Delaware limited partnership and successor-in-interest to Allied Investment Corporation, a Maryland corporation (“Allied Investments”), and Allied Capital Corporation, a Maryland corporation and successor-in-interest to Allied Capital Corporation II, a Maryland corporation (“Allied”, and together with Allied Investments, the “Sellers” and each a “Seller”).

W I T N E S S E T H

WHEREAS, Sellers wish to sell to Purchaser, and Purchaser wishes to purchase from Sellers the securities of Nobel Learning Communities, Inc., a Delaware corporation (the “Company”) listed on Schedule A hereto (collectively, the “Securities”),together with all rights and benefits associated with the Securities under the agreements listed on Schedule A hereto (the “Ancillary Rights”), on the terms and conditions and for the consideration described in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants, representations and warranties made herein and of the mutual benefits to be derived herefrom, the parties hereto agree as follows:

1. Sale and Purchase of the Securities.

1.1 Sale and Purchase of the Securities. Subject to the terms and conditions hereof, Sellers hereby sell and assign to Purchaser, and Purchaser hereby purchases and accepts from Sellers, the Securities and the Ancillary Rights, for an aggregate purchase price of Three Million Five Hundred Fifty-eight Thousand Three Hundred Eighty-five Dollars ($3,558,385) (the “Purchase Price”), payable in cash at the Closing in the manner set forth in Section 1.2. The Purchase Price shall be allocated amongst the Securities as set forth in Schedule A attached hereto.

1.2 Closing. The closing of the sale of the Securities and the Ancillary Rights by Sellers to Purchaser and the purchase of the Securities and the Ancillary Rights by Purchaser from Sellers as contemplated by Section 1.1 (the “Closing”) shall take place simultaneously with the execution and delivery of this Agreement (the “Closing Date”). At the Closing:

(a) Sellers shall deliver or cause to be delivered to Purchaser, free and clear of any Liens, the certificates representing the Securities duly endorsed or accompanied by stock powers or other instruments of transfer duly executed for transfer to Purchaser; and

(b) Purchaser shall pay to Sellers the Purchase Price by wire transfer of immediately available funds to the account(s) of Sellers designated in writing to Purchaser at least three Business Days prior to the Closing Date.

2. Representations and Warranties of Sellers.

Each Seller represents and warrants to Purchaser as follows:

2.1 Authorization, etc. Such Seller has full corporate or partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the purchase and sale of the Securities and the Ancillary Rights contemplated hereby. The execution, delivery and performance of this Agreement by such Seller, and the consummation of the purchase and sale of the Securities and the Ancillary Rights contemplated hereby, have been duly authorized by all requisite corporate or partnership action of such Seller. Such Seller has duly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of such Seller enforceable against such Seller in accordance with its terms.

2.2 Title; Warrant. Such Seller owns, legally and beneficially, all of the Securities set forth opposite its name on Schedule A hereto and the Ancillary Rights. Upon the delivery of and payment for the Securities and the Ancillary Rights at the Closing as provided for in this Agreement, Purchaser will acquire good and valid title to all of the Securities and the Ancillary Rights, free and clear of any Lien. Attached hereto as Exhibit A is an accurate and complete copy of the Common Stock Purchase Warrant (the “Warrant”) included in the Securities. The Warrant is currently exercisable for 531,255 shares of the Company’s Common Stock at $7.00 per share.

2.3 No Conflicts, etc. The execution, delivery and performance of this Agreement by such Seller, and the consummation of the purchase and sale of the

Securities and the Ancillary Rights contemplated hereby, do not and will not conflict with, contravene, result in a violation or breach of or default under (with or without the giving of notice or the lapse of time or both), create in any other Person a right or claim of termination or amendment, or require modification, acceleration or cancellation of, or result in the creation of any Lien (or any obligation to create any Lien) upon any of the properties or assets of such Seller under, (a) any Law applicable to such Seller or any of its properties or assets, (b) any provision of any of the Organizational Documents of such Seller, or (c) any Contract to which such Seller is a party or by which any of its properties or assets (including the Securities and the Ancillary Rights) are bound.

2.4 Status. Such Seller is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has full power and authority to, conduct its business and to own or lease and to operate its properties as and in the places where such business is conducted and such properties are owned, leased or operated except as would not reasonably be expected to prevent or materially impair or delay the ability of such Seller to sell the Securities and the Ancillary Rights and otherwise fulfill its obligations under this Agreement.

2.5 Consents. All Governmental Approvals or other Consents required to be obtained by such Seller in connection with the execution and delivery of this Agreement and the consummation of the purchase and sale of the Securities and the Ancillary Rights contemplated hereby have been obtained.

2.6 Brokers. Such Seller has not taken any action that would give rise to a claim by any Person for any broker’s or finder’s fee, commission or similar payment in connection with the transactions contemplated by this Agreement.

2.7 Limitation on Representations and Warranties. Such Seller makes no representation or warranty concerning the Securities and the Ancillary Rights or the transactions contemplated by this Agreement except as expressly set forth in this Article 2, and except as set forth in this Article 2 and Section 4.4, the sale of the Securities and the Ancillary Rights hereunder is without recourse to or representation or warranty by such Seller.

3. Representations and Warranties of Purchaser. Purchaser represents and warrants to Sellers as follows:

3.1 Authorization, etc. Purchaser has full limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the purchase and sale of the Securities and the Ancillary Rights contemplated hereby. The execution, delivery and performance of this Agreement by Purchaser, and the consummation of the purchase and sale of the Securities and the Ancillary Rights contemplated hereby, have been duly authorized by all requisite limited liability company action of Purchaser. Purchaser has duly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms.

3.2 No Conflicts, etc. The execution, delivery and performance of this Agreement by Purchaser, and the consummation of the purchase and sale of the Securities and the Ancillary Rights contemplated hereby, do not and will not conflict with, contravene, result in a violation or breach of or default under (with or without the giving of notice or the lapse of time, or both), create in any other Person a right or claim of termination or amendment, or require modification, acceleration or cancellation of, or result in or require the creation of any Lien (or any obligation to create any Lien) upon any of the properties or assets of Purchaser under (a) any Law applicable to Purchaser or any of its properties or assets, (b) any provision of any of the Organizational Documents of Purchaser, or (c) any Contract to which Purchaser is a party or by which its properties or assets are bound.

3.3 Status. Purchaser is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has full power and authority to conduct its business and to own or lease and to operate its properties as and in the place where such business is conducted and such properties are owned, leased or operated except as would not reasonably be expected to prevent or materially impair or delay the ability of Purchaser to purchase the Securities and the Ancillary Rights and otherwise fulfill its obligations under this Agreement.

3.4 Consents. All Governmental Approvals or other Consents required to be obtained by Purchaser in connection with the execution and delivery of this Agreement and the consummation of the purchase and sale of the Securities and the Ancillary Rights contemplated hereby have been obtained.

3.5 Purchase for Investment. Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D under the U.S. Securities Act of 1933, as amended, has such knowledge and experience in financial business matters as to be capable of evaluating the merits and risks of its purchase of the Securities hereunder, has no need for liquidity in such Securities and has the ability to bear the economic risks of its purchase of the Securities hereunder. Purchaser is currently an investor in the Company and is knowledgeable as to the business and affairs of the Company. Purchaser is purchasing the Securities solely for investment, with no present intention to resell the Securities in violation of applicable securities laws. Purchaser hereby acknowledges that the Securities have not been registered pursuant to the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be transferred in the absence of such registration or an exemption therefrom.

3.6. Brokers. Purchaser has not taken any action that would give rise to a claim by any Person for any broker’s or finder’s fee, commission or similar payment in connection with the transactions contemplated by this Agreement.

3.7 Limitation on Representations and Warranties. Purchaser makes no representation or warranty concerning the transactions contemplated by this Agreement except as expressly set forth in this Article 3, and except as set forth in this Article 3 and Section 4.4, the transactions contemplated by this Agreement are without recourse to or representation or warranty by Purchaser.

4. Certain Covenants.

4.1 Confidentiality. Subject to the last sentence of this Section 4.1, each party shall maintain the confidentiality of and not disclose the Confidential Information, provided that (i) such party may deliver or disclose Confidential Information to such party’s representatives, officers, directors, affiliates, members of its investment committees, advisory committees, and similar bodies, and Persons related thereto, who are informed of the confidentiality obligations of this Section 4.1; provided, that such party shall be responsible for any disclosure made by any of the foregoing as if it had been made by such party, (ii) any Person may deliver or disclose Confidential Information to any Governmental Authority to the extent required by applicable Law or (iii) any Person may deliver or disclose Confidential Information to any other Person to which such delivery or disclosure may be necessary (A) to effect

compliance with any Law applicable to such Person, or (B) in response to any subpoena or other legal process. Nothing in this Section 4.1 or in Section 4.2 below shall restrict any Person from making any filings with the United States Securities and Exchange Commission (and forwarding copies of such filings to the Company), or require any notice or submission to or consultation with or approval of any other party prior thereto, including, without limitation, filings that may include a copy of this Agreement and/or the disclosure of the terms and conditions set forth in this Agreement.

4.2 Publicity. Except as provided in the last sentence of Section 4.1 above or as may be required by the rules of any quotation system or exchange on which the Company’s or any party hereto’s securities are listed or applicable Law, neither party shall issue a publicity release or announcement concerning this Agreement or the transactions contemplated hereby without the prior approval of the other parties. Except as provided in the last sentence of Section 4.1 above, if any announcement is required by applicable Law to be made by any party hereto, prior to making such announcement such party will deliver a draft of such announcement to the other parties and shall give the other parties an opportunity to comment thereon.

4.3 Further Assurances. Following the Closing Date, each party shall, from time to time, execute and deliver such additional instruments, documents, conveyances or assurances and take such other actions as shall be necessary, or otherwise reasonably be requested by any other party, to confirm and assure the rights and obligations provided for in this Agreement and render effective the consummation of the purchase and sale of the Securities and the Ancillary Rights contemplated hereby, or otherwise to carry out the intent and purposes of this Agreement (which include the transfer by the Sellers to Purchaser of the ownership and intended related benefits of the Securities and the Ancillary Rights in the manner contemplated by this Agreement).

4.4 Indemnification.

4.4.1 Sellers shall indemnify and hold harmless Purchaser and its Affiliates and their respective members, directors, officers, employees and agents (collectively with Purchaser and its Affiliates, the “Purchaser Indemnitees”) from and against any and all claims, demands or suits by any person, and all losses, liabilities, damages, obligations, payments, costs and expenses (including reasonable legal fees and expenses and including costs and expenses incurred in connection with

investigations and settlement proceedings) (each, an “Indemnifiable Loss”), as incurred, asserted against or suffered by any Purchaser Indemnitee relating to, resulting from or arising out of any breach by Sellers of any representation, warranty, covenant or agreement of Sellers contained in this Agreement.

4.4.2 Purchaser shall indemnify and hold harmless each Seller and its Affiliates and their respective directors, officers, trustees, employees and agents (collectively with each Seller and its Affiliates, the “Seller Indemnitees”) from and against any and all Indemnifiable Losses, as incurred, asserted against or suffered by any Seller Indemnitee relating to, resulting from or arising out of any breach by Purchaser of any representation, warranty, covenant or agreement of Purchaser contained in this Agreement.

4.4.3 To the fullest extent permitted by law, no Purchaser Indemnitee nor any Seller Indemnitee shall be liable to any Purchaser Indemnitee or Seller Indemnitee for any claims, demands or suits for consequential, incidental, special, exemplary, punitive, indirect or multiple damages connected with or resulting from any breach of this Agreement, including any such damages which are based upon breach of contract, tort (including negligence and misrepresentation), breach of warranty, strict liability, statute, operation of law or any other theory of recovery.

4.4.4 The rights and remedies of Sellers and Purchaser under this Section 4.4. are, solely as between Sellers and Purchaser, exclusive and in lieu of any and all other rights and remedies which Sellers and Purchaser may have under this Agreement for monetary relief with respect to any breach of, or failure to perform, any covenant or agreement set forth in this Agreement, or any breach of any representation or warranty by Sellers or Purchaser. Each party agrees that the previous sentence shall not limit or otherwise affect any non-monetary right or remedy which party may have under this Agreement or otherwise limit or affect either party’s right to seek equitable relief, including the remedy of specific performance.

4.5. Assignment and Assumption of the Ancillary Rights. Subject to the terms and provisions of this Agreement, Sellers hereby sell, transfer, convey and assign to Purchaser the Ancillary Rights and Purchaser hereby accepts such sale, transfer, conveyance and assignment of the Ancillary Rights and assumes all duties and obligations of Sellers set forth in the agreements listed on Schedule A hereto that are

associated with the Ancillary Rights to the extent such duties and obligations are required by Purchaser to exercise its rights, title and interest in and to the Ancillary Rights.

5. [Reserved.]

6. [Reserved.]

7. Definitions.

7.1 Terms Generally. The words “hereby,” “herein,” “hereof,” “hereunder” and words of similar import refer to this Agreement as a whole (including any Schedules hereto) and not merely to the specific section, paragraph or clause in which such word appears. All references herein to Sections and Schedules shall be deemed references to Sections of, and Schedules to, this Agreement unless the context shall otherwise require. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The definitions given for terms in this Section 7 and elsewhere in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Except as otherwise expressly provided herein, all references to “dollars” or “US$” shall be deemed references to the lawful money of the United States of America.

7.2 Certain Terms. Whenever used in this Agreement (including in the Schedules), the following terms shall have the respective meanings given to them below or in the Sections indicated below:

Affiliate: of a Person means a Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the first Person. “Control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise.

Agreement: as defined in the first paragraph of this Agreement.

Ancillary Rights: as defined in the recitals of this Agreement.

Business Day: any day that is not a Saturday, Sunday or other day on which banks are required or authorized by Law to be closed in Washington, D.C.

Closing: as defined in Section 1.2.

Closing Date: as defined in Section 1.2.

Company: as defined in the recitals of this Agreement.

Confidential Information: information regarding the transactions contemplated by this Agreement provided that such Confidential Information does not include information that (a) was publicly known or otherwise known to such receiving party prior to the time of such disclosure, (b) subsequently becomes publicly known through no breach of this Agreement by such receiving party or any Person acting on such party’s behalf, or (c) otherwise becomes known to such receiving party other than through disclosure by the delivering party or any Person with a duty to keep such information confidential.

Consent: any consent, approval, authorization, waiver, permit, grant, franchise, concession, agreement, license, certificate, exemption, order, registration, declaration, filing, report or notice of, with or to any Person.

Contract: all loan agreements, indentures, letters of credit (including related letter of credit applications and reimbursement obligations), mortgages, security agreements, pledge agreements, deeds of trust, bonds, notes, guarantees, surety obligations, warranties, licenses, franchises, permits, powers of attorney, purchase orders, leases, and other agreements, contracts, instruments, obligations, offers, commitments, arrangements and understandings, written or oral.

Governmental Approval: any Consent of, with or to any Governmental Authority.

Governmental Authority: any nation or government, any state or other political subdivision thereof; any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality of any nation or any political subdivision thereof; any court, tribunal or arbitrator; and any self-regulatory organization.

Law: all applicable provisions of all (a) constitutions, treaties, statutes, laws, codes, rules, regulations, ordinances or orders of any Governmental Authority, (b) Governmental Approvals and (c) orders, decisions, injunctions, judgments, awards and decrees of or agreements with any Governmental Authority.

Lien: any mortgage, pledge, deed of trust, hypothecation, right of others, claim, security interest, encumbrance, burden, title defect, title retention agreement, lease, sublease, license, occupancy agreement, easement, covenant, condition, encroachment, voting trust agreement, interest, option, right of first offer, negotiation or refusal, proxy, lien, charge or other restrictions or limitations of any nature whatsoever, including but not limited to such Liens as may arise under any Contract.

Organizational Documents: as to any Person, its certificate or articles of incorporation, certificate or articles of limited partnership, by-laws, partnership agreement, memorandum and articles of association or other organizational and constitutive documents.

Person: any natural person, firm, partnership, association, corporation, limited liability company, company, trust, business trust, Governmental Authority or other entity.

Purchase Price: as defined in Section 1.1.

Purchaser: as defined in the first paragraph of this Agreement.

Securities: as defined in the recitals of this Agreement.

Warrant: as defined in Section 2.3.

8. Miscellaneous.

8.1 Expenses. Except as set forth below in this Section 8.1 or as otherwise specifically provided for in this Agreement, each party shall bear its respective expenses, costs and fees (including attorneys’ fees) in connection with the purchase and sale of the Securities and the Ancillary Rights contemplated hereby, including the preparation, execution and delivery of this Agreement and compliance herewith; provided that for the avoidance of doubt, any transfer tax or similar tax associated with the transfer of the Securities contemplated hereby shall be borne solely by Purchaser.

8.2 Notices. All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) sent by next-day or overnight mail or delivery or (c) sent by facsimile, as follows:

(i) if to Purchaser,


Blesbok LLC
1250 Fourth Street
Santa Monica, CA 90401
Attention: Managing Member

with a copy to:

Maron & Sandler
1250 Fourth Street
Suite 550
Santa Monica, CA 90401
Fax: 310/570-4910
Telephone: 310/570-4900
Attention: Stanley E. Maron, Esq.

(ii) If to Sellers,

Allied Capital Corporation

1919 Pennsylvania Avenue, N.W.

Washington, D.C. 20006

Fax: 202/659-2053

Telephone: 202/721-1819

Attention: Michael Massey

with a copy to:

Dickstein Shapiro Morin & Oshinsky LLP

2101 L Street, N.W.

Washington, D.C. 20037

Fax: 202/887-0689

Telephone: 202/785-9700

Attention: Emanuel Faust, Jr.

or, in each case, at such other address as may be specified in writing to the other parties hereto in accordance with this Section 8.2.

All such notices, requests, demands, waivers and other communications shall be deemed to have been received (i) if by personal delivery on the day after such delivery, (ii) if by next-day or overnight mail or delivery, on the day delivered or (iii) if by facsimile, on the next day following the day on which such facsimile was sent, provided that a copy is also sent by another method described herein.

8.3 Jurisdiction. Each of the parties irrevocably consents to the non-exclusive jurisdiction of the courts of the State of State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the courts of the State of State of New York and the courts of the United States of America

located in the Borough of Manhattan, City and State of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

8.4 Governing Law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK.

8.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns.

8.6 Assignment. This Agreement shall not be assignable or otherwise transferable by either party hereto without the prior written consent of the other party hereto, and any purported assignment or other transfer without such consent shall be void and unenforceable; provided, however, that Purchaser may assign any or all of its rights and benefits hereunder to any of its Affiliates without having to obtain any such consent.

8.7 No Third Party Beneficiaries. Except as provided in Section 4.4, nothing in this Agreement will provide any benefit to any third party, or entitle any third party to any claim, cause of action, remedy or right of any kind.

8.8 Amendment; Waivers, etc. No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative

and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at law or in equity.

8.9 Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

8.10 Severability. If any provision, including any phrase, sentence, clause, section or subsection, of this Agreement is invalid, inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering such provision in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision herein contained invalid, inoperative, or unenforceable to any extent whatsoever.

8.11 Headings. The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement.

8.12 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.

8.13 Survival of Representations and Warranties, etc. The representations and warranties contained in this Agreement shall survive indefinitely.

[Signatures on next page]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.


	SELLERS: ALLIED CAPITAL CORPORATION
	By	/s/ Michael Massey
		Name: Michael Massey
		Title: Principal

	ALLIED INVESTMENTS, LP
	By	/s/ Michael Massey
		Name: Michael Massey
		Title: Principal

[Signature of Purchaser on next page]


	PURCHASER: BLESBOK LLC
	By	/s/ Ralph Finerman
		Name: Ralph Finerman
		Title: Manager

SCHEDULE A


Seller	Security	No. of Shares	Purchase Price

Allied	Series D Convertible
	Preferred Stock
	(Certificate Nos. D-1
	and D-5 evidencing
	571,808 shares)	571,808	$322,500

Allied Investments	Series D Convertible
	Preferred Stock
	(Certificate Nos. D-7
	evidencing 492,022
	shares	492,022	$277,500

Allied	Series F Convertible
	Preferred Stock
	(Certificate No. PF-3
	evidencing 150,526
	shares, plus 25,546
	shares representing all
	accrued dividends
	thereon from
	inception)	176,072	$1,662,123

Allied	Warrant No. 1 dated
	June 30, 1998 to
	purchase shares of
	Common Stock	531,255	$1,296,262

		Total	$3,558,385

ANCILLARY RIGHTS:

Warrant to Purchase Common Stock:

First Amended and Restated Registration Rights Agreement between Nobel Education Dynamics, Inc., a Delaware corporation, and Allied, dated as of June 30, 1998, as amended on June 17, 2003 and September 9, 2003.

Series F Convertible Preferred Stock:

Registration Rights Agreement between the Company, Allied, Camden Partners Strategic Fund II-A, L.P., a Delaware limited partnership, Camden Partners Strategic Fund II-B, L.P., a Delaware limited partnership, Allied, Mollusk Holdings, L.L.C., a California limited liability company and Blesbok LLC, a Delaware limited liability company, dated as of September 9, 2003.

EXHIBIT A

Common Stock Purchase Warrant

EX-99.2 4 w19360exv99w2.htm EXHIBIT 99.2 exv99w2

Exhibit 99.2

ALLIED CAPITAL CORPORATION

Unless otherwise indicated, the business address for each of the directors and executive officers of Allied Capital Corporation is 1919 Pennsylvania Ave., NW. Washington, DC 20006. All directors and officers of Allied Capital are United States citizens.


Directors		Principal Occupation

William L. Walton		Chairman, Chief Executive Officer and President Allied Capital Corporation

Joan M. Sweeney		Chief Operating Officer Allied Capital Corporation

Brooks H. Browne		Private Investor

Robert E. Long		President, Ariba GLB Group, Inc.

Ann Torre Bates		Strategic and Financial Consultant

John I. Leahy		President Management and Marketing Associates

Alex J. Pollock		Resident Fellow American Enterprise Institute

Guy T. Steuart II		President and Director Steuart Investment Company

John D. Firestone		Partner Secor Group

Anthony T. Garcia		Private Investor

Edwin L. Harper		Senior Vice President, Assurant, Inc.

Lawrence I. Hebert		Senior Advisor PNC Bank, N.A.

Marc F. Racicot		President and Chief Executive Officer American Insurance Association

Laura W. van Roijen		Private Investor


Executive Officers

William L. Walton		Chairman, Chief Executive Officer and President

Joan M. Sweeney		Chief Operating Officer

Penni F. Roll		Chief Financial Officer

Scott S. Binder		Chief Valuation Officer and Managing Director

Michael J. Grisius		Managing Director

Jeri J. Harman		Managing Director

Thomas C. Lauer		Managing Director

Robert D. Long		Managing Director

Justin S. Maccarone		Managing Director

Diane E. Murphy		Executive Vice President and Director of HR

Daniel L. Russell		Managing Director

John M. Scheurer		Managing Director

John D. Shulman		Managing Director

Kelly A. Anderson		Executive Vice President and Treasurer

Suzanne V. Sparrow		Executive Vice President, Chief Compliance Officer and Corporate Secretary

ALLIED INVESTMENTS, L.P.

The general partner of Allied Investments, L.P. is Allied Investments, L.L.C. The members of the board of directors and the executive officers of Allied Investments, L.L.C. are the same as those for Allied Capital Corporation as set forth above.