X0202 4/A 2005-07-29 2005-08-02 0001286613 LINCOLN EDUCATIONAL SERVICES CORP LINC 0001047030 STONINGTON PARTNERS INC II 767 FIFTH AVENUE NEW YORK NY 10153 0 0 1 0 0001091323 BURKE JAMES J JR 767 FIFTH AVENUE NEW YORK NY 10153 1 0 0 0 0001044005 MICHAS ALEXIS P 767 FIFTH AVENUE NEW YORK NY 10153 1 0 0 0 Common Stock 2005-07-29 4 A 0 3069 D 20412271 I See footnote 2 Grant of Restricted Stock to Steven W. Hart valued at $60,000 on date of grant. These restricted shares vest ratably on the first, second and third year anniversary of the grant date. Stonington Partners, Inc. II indirectly owns 2,187,100 shares through a voting agreement with Hart Capital LLC, pursuant to which Stonington Partners, Inc. II has the power to direct the voting of all reported securities. In addition, Stonington Partners, Inc. II indirectly owns 59,671 shares through a stockholders agreement with Steven W. Hart and the Steven W. Hart 2003 Grantor Retained Annuity Trust pursuant to which Stonington Partners, Inc. II has the power to direct the voting of all reported securities. Stonington Partners, Inc. II also indirectly owns 18,165,500 shares through Back to School Acquisition, L.L.C., its controlled subsidiary and indirectly by Alexis P. Michas, as managing partner of Stonington Partners, Inc. II and James J. Burke, Jr. as a partner of Stonington Partners, Inc. II. James J. Burke, Jr. and Alexis P. Michas disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. /s/ Frank A. Bartoletti, Vice President and CFO 2005-08-04 /s/ James J. Burke, Jr. 2005-08-04 /s/ Alexis P. Michas 2005-08-04