INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • November 8th, 2021 • KC Holdco, LLC • Services-child day care services • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of , 20 by and between KinderCare Learning Companies, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
FIRST LIEN CREDIT AGREEMENT dated as of August 13, 2015, among KC SUB, INC., as Holdco, KC MERGERSUB, INC., as Borrower, The Lenders Party Hereto, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral Agent CREDIT SUISSE...First Lien Credit Agreement • October 18th, 2021 • KC Holdco, LLC • Services-child day care services • New York
FIRST LIEN CREDIT AGREEMENT dated as of August 13, 2015 (this “Agreement”), among KC SUB, INC., a Delaware corporation (“Holdco”), as Holdco Guarantor, immediately following the Closing Date Acquisition (as defined below), KC MERGERSUB, INC., a Delaware corporation (the “Merger Sub”), as the Borrower hereunder, who will be merged with and into KUEHG CORP., a Delaware limited liability company (the “Company”), the LENDERS party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral Agent.
] shares KINDERCARE LEARNING COMPANIES, INC. Shares of Common Stock (par value $0.01 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2021 • KC Holdco, LLC • Services-child day care services • New York
KinderCare Learning Companies, Inc., a Delaware corporation (“KinderCare”), proposes to sell an aggregate of [•] shares (the “Firm Stock”) of KinderCare’s common stock, par value $0.01 per share (the “Common Stock”). In addition, KinderCare proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of [•] additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from KinderCare by the Underwriters.
July 8, 2015Separation Agreement and Release • October 18th, 2021 • KC Holdco, LLC • Services-child day care services • Oregon
The purpose of this letter (“Agreement”) is to memorialize the terms and conditions upon which we have agreed that you will become employed by Knowledge Universe Education, LLC (the “Company,” “we” or “us”). This offer is contingent upon the successful closing of the transactions contemplated by the Stock Purchase Agreement, dated July 8, 2015 (the “Purchase Agreement”), by and among KC Parent, LLC (“Buyer Parent”), KC Mergersub, Inc., KUEHG Corp. and KUE U.S. LLC, a Delaware limited liability company. The closing date of the Purchase Agreement shall be the effective date of this Agreement. Please indicate your acceptance of the following terms by completing and returning these documents to me on or before July 8, 2015. Upon the closing of the transactions contemplated by the Purchase Agreement, this Agreement shall amend and restate in its entirety that certain Employment Agreement between you and Knowledge Universe Education, LLC, effective as of February 16, 2015.
INCREMENTAL FACILITY AMENDMENTCredit Agreement • November 8th, 2021 • KC Holdco, LLC • Services-child day care services • New York
FIRST LIEN CREDIT AGREEMENT dated as of August 13, 2015 (as amended, supplemented, amended and rested or otherwise modified from time to time, this “Agreement”), among KC SUB, INC., a Delaware corporation (“Holdco”), as Holdco Guarantor, immediately following the Closing Date Acquisition (as defined below), KC MERGERSUB, INC., a Delaware corporation (the “Merger Sub”), as the Borrower hereunder, who will be merged with and into KUEHG CORP., a Delaware limited liability company (the “Company”), the LENDERS party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral Agent.
KINDERCARE EDUCATION LLC LONG-TERM INCENTIVE PLAN AWARD AGREEMENTAward Agreement • October 18th, 2021 • KC Holdco, LLC • Services-child day care services • Delaware
This Award Agreement (this “Agreement”) is made effective as of January 1, 2020 (the “Grant Date”), between KinderCare Education LLC (the “Company”) and [ ] (the “Participant”). This Agreement is made under the KinderCare Education LLC Long-Term Incentive Plan (as amended from time to time, the “LTIP”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the LTIP.
FIRST LIEN NOTE PURCHASE AGREEMENT dated as of July 6, 2020 among KC HOLDCO, LLC as Holdco, KUEHG CORP., as Issuer, The Purchasers Party Hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral AgentLien Note Purchase Agreement • October 18th, 2021 • KC Holdco, LLC • Services-child day care services • New York
FIRST LIEN NOTE PURCHASE AGREEMENT dated as of July 6, 2020 (as amended, supplemented, amended and rested or otherwise modified from time to time, this “Agreement”), among KC HOLDCO, LLC, a Delaware limited liability company (“Holdco”), as Holdco Guarantor, KUEHG CORP, a Delaware corporation, as the Issuer, the PURCHASERS party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent.
AMENDMENT NO. 5Credit Agreement • October 18th, 2021 • KC Holdco, LLC • Services-child day care services • New York
AMENDMENT NO. 5, dated as of April 26, 2017 (this “Amendment”), to the First Lien Credit Agreement dated as of August 13, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) among KC MERGERSUB, INC., a Delaware corporation, who was merged with and into KUEHG CORP, a Delaware corporation (the “Borrower”), KC SUB INC., a Delaware corporation (“Holdco”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
INCENTIVE UNIT GRANT AGREEMENT UNDER THE KC PARENT, LLCIncentive Unit Grant Agreement • October 18th, 2021 • KC Holdco, LLC • Services-child day care services • Delaware
Pursuant to the KC Parent, LLC 2015 Equity Incentive Plan (the “Plan”), KC Parent, LLC, a Delaware limited liability company (together with all successors thereto, the “Company”), hereby grants to the Grantee, who is an employee, officer, manager or director of, or other provider of services to, the Company or any of its Subsidiaries, the number of Incentive Units of the Company indicated above (the “Granted Units”), subject to the terms and conditions set forth in this Incentive Unit Grant Agreement (this “Agreement”), in the Plan and in the Second Limited Liability Company Agreement of the Company dated as of April 18, 2016 (as may be further amended or modified from time to time, the “LLC Agreement”).
INCREMENTAL AMENDMENT NO. 9KC Holdco, LLC • October 18th, 2021 • Services-child day care services • New York
INCREMENTAL AMENDMENT NO. 9, dated as of March 20, 2019 (this “Amendment”), by and among KUEHG CORP., a Delaware corporation (“KUEHG”), KC SUB INC., a Delaware corporation (“KC Sub” and, together with KUEHG, the “Borrowers”), KC HOLDCO, LLC, a Delaware limited liability company (“Holdco”), the Incremental Revolving Lenders party hereto (collectively, the “Amendment No. 9 Incremental Revolving Lenders”), each Issuing Bank and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“Credit Suisse AG”), in its capacity as the Administrative Agent under the Credit Agreement (as defined below), which amends that certain First Lien Credit Agreement dated as of August 13, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) among the Borrowers, Holdco, each Lender from time to time party thereto and Credit Suisse AG, as Administrative Agent, Collateral Agent, and Issuing Bank. Capitalized terms used and not otherwise d
AMENDMENT NO. 3Joinder Agreement • October 18th, 2021 • KC Holdco, LLC • Services-child day care services • New York
AMENDMENT NO. 3, dated as of October 18, 2016 (this “Amendment”), to the First Lien Credit Agreement dated as of August 13, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) among KC MERGERSUB, INC., a Delaware corporation, who was merged with and into KUEHG CORP, a Delaware corporation (the “Borrower”), KC SUB INC., a Delaware corporation (“Holdco”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
SECOND LIEN CREDIT AGREEMENT dated as of August 22, 2017 among KC HOLDCO, LLC, as Holdco, KC SUB, INC. and KUEHG CORP., collectively, as the Borrower, The Lenders Party Hereto, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and...Intercreditor Agreement • October 18th, 2021 • KC Holdco, LLC • Services-child day care services • New York
SECOND LIEN CREDIT AGREEMENT dated as of August 22, 2017 (this “Agreement”), among KC HOLDCO LLC, a Delaware limited liability company (“Holdco”), as Holdco Guarantor, KC SUB, INC., a Delaware corporation (“KC Sub”), and KUEHG CORP., a Delaware corporation (f/k/a KC Mergersub, Inc.) (“KUEHG Corp.” and, together with KC Sub, collectively, the “Borrower”), the LENDERS party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral Agent.
AMENDMENT NO. 2Credit Agreement • October 18th, 2021 • KC Holdco, LLC • Services-child day care services • New York
FIRST LIEN CREDIT AGREEMENT dated as of August 13, 2015 and2015, as amended by Incremental Amendment No. 1 on April 29, 2016 and as further amended by Amendment No. 2 on April 29, 2016 (this “Agreement”), among KC SUB, INC., a Delaware corporation (“Holdco”), as Holdco Guarantor, immediately following the Closing Date Acquisition (as defined below), KC MERGERSUB, INC., a Delaware corporation (the “Merger Sub”), as the Borrower hereunder, who will be merged with and into KUEHG CORP., a Delaware limited liability company (the “Company”), the LENDERS party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral Agent.
AMENDMENT NO. 4Joinder Agreement • October 18th, 2021 • KC Holdco, LLC • Services-child day care services • New York
AMENDMENT NO. 4, dated as of February 7, 2017 (this “Amendment”), by and among KUEHG CORP., a Delaware corporation (the “Borrower”), KC SUB INC., a Delaware corporation (“Holdco”), the Required Lenders, the Required Revolving Lenders and the Incremental Lenders party hereto, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as the Administrative Agent (the “Administrative Agent”), which amends that certain First Lien Credit Agreement dated as of August 13, 2015 (as amended by this Amendment and as otherwise amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among KC MERGERSUB, INC., a Delaware corporation, who was merged with and into the Borrower, Holdco, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, Collateral Agent and Issuing Bank. Capitalized terms used and not otherwise defined herein shall h
AMENDMENT NO. 8KC Holdco, LLC • October 18th, 2021 • Services-child day care services • New York
AMENDMENT NO. 8, dated as of September 19, 2018 (this “Amendment”), by and among KUEHG CORP., a Delaware corporation (“KUEHG”), KC SUB, INC., a Delaware corporation (“KC Sub” and, together with KUEHG, the “Borrowers”), KC HOLDCO, LLC, a Delaware limited liability company (“Holdco”), the Lenders party hereto, each Issuing Bank and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“Credit Suisse AG”), in its capacity as the Administrative Agent under the Credit Agreement (as defined below), which amends that certain First Lien Credit Agreement dated as of August 13, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) among the Borrowers, Holdco, each Lender from time to time party thereto and Credit Suisse AG, as Administrative Agent, Collateral Agent and Issuing Bank. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
STOCKHOLDERS AGREEMENT BY AND AMONG KINDERCARE LEARNING COMPANIES, INC. AND THE INITIAL SPECIFIED STOCKHOLDERSStockholders Agreement • November 8th, 2021 • KC Holdco, LLC • Services-child day care services • Delaware
This Stockholders Agreement (this “Agreement”) is entered into as of [ • ], 2021 by and among (a) KinderCare Learning Companies, Inc., a Delaware corporation (the “Company”), (b) Partners Group Client Access 13 L.P. Inc., Partners Group Client Access 13A L.P. Inc., Partners Group Barrier Reef L.P., Partners Group Hercules, L.P. Inc., Partners Group Hearst Opportunities Fund L.P., Partners Group Daintree Co-Invest, L.P., Partners Group Access 768 L.P. and Partners Group Direct Investments 2012 (EUR), L.P. Inc. (collectively, “PG”) and (c) each of the other stockholders who are set forth on the signature pages hereto (each individually, a “Management Stockholder,” and collectively, the “Management Stockholders” and, together with the PG Stockholders (as defined below), the “Stockholders”).
July 8, 2015Separation Agreement and Release • October 18th, 2021 • KC Holdco, LLC • Services-child day care services • Oregon
The purpose of this letter is to memorialize the terms and conditions upon which we have agreed that you will become employed by Knowledge Universe Education, LLC (the Company “we” or “us”). This offer is contingent upon the successful closing of the transactions contemplated by the Stock Purchase Agreement, dated July 8, 2015 (the “Purchase Agreement”), by and among KC Parent, LLC, KC Mergersub, Inc., KUEHG Corp., and KUE U.S. LLC, a Delaware limited liability company. The closing date of the Purchase Agreement shall be your start date with the Company. Please indicate your acceptance of the following terms by completing and returning these documents to me on or before July 8, 2015. Upon the closing of the transactions contemplated by the Purchase Agreement, this agreement shall amend and restate in its entirety that certain Employment Agreement between you and Knowledge Universe Education Holdings Group Inc., effective as of February 7, 2012 (the “Prior Agreement”).
AMENDMENT NO. 1KC Holdco, LLC • October 18th, 2021 • Services-child day care services • New York
AMENDMENT NO. 1, dated as of September 19, 2018 (this “Amendment”), by and among KUEHG CORP., a Delaware corporation (“KUEHG”), KC SUB, INC., a Delaware corporation (“KC Sub” and, together with KUEHG, the “Borrowers”), KC HOLDCO, LLC, a Delaware limited liability company (“Holdco”), the Lenders party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“Credit Suisse AG”), in its capacity as the Administrative Agent under the Credit Agreement (as defined below), which amends that certain Second Lien Credit Agreement dated as of August 22, 2017 (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) among the Borrowers, Holdco, each Lender from time to time party thereto and Credit Suisse AG, as Administrative Agent and Collateral Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KC PARENT, LLC November 5, 2021Limited Liability Company Agreement • November 8th, 2021 • KC Holdco, LLC • Services-child day care services • Delaware
This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) of KC Parent, LLC, a Delaware limited liability company (the “Company”), is effective as of November 5, 2021 (the “Effective Date”), and has been approved by (i) the Company and (ii) Partners Group Client Access 13 L.P. Inc., Partners Group Client Access 13A L.P. Inc., Partners Group Barrier Reef L.P., Partners Group Hercules, L.P. Inc., Partners Group Hearst Opportunities Fund L.P., Partners Group Daintree Co-Invest, L.P., Partners Group Access 768 L.P. and Partners Group Direct Investments 2012 (EUR), L.P. Inc. (collectively, the “Partners Group Members”).
AMENDMENT NO. 6Intercreditor Agreement • October 18th, 2021 • KC Holdco, LLC • Services-child day care services • New York
INTERCREDITOR AGREEMENT dated as of August [ ], 2017 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among KUEHG CORP., a Delaware corporation (the “Existing Borrower”), KC SUB, INC., a Delaware corporation (the “Incremental Borrower” and together with the Existing Borrower, collectively, the “Borrower”), KC Holdco, LLC, a Delaware limited liability company (“Holdco”), the Subsidiaries of the Borrower from time to time party hereto, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as collateral agent under the Initial First Priority Credit Agreement (as defined herein) (in such capacity and, together with its successors in such capacity, the “Initial First Priority Representative”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as collateral agent under the Initial Second Priority Credit Agreement (as defined herein) (in such capacity, and together with its successors in such capacity, the “Initial Second Priority Representative”), and each additional Represent
AMENDMENT NO. 10 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • October 18th, 2021 • KC Holdco, LLC • Services-child day care services • New York
AMENDMENT NO. 10 TO FIRST LIEN CREDIT AGREEMENT, dated as of June 12, 2020 (this “Amendment”), by and among KUEHG CORP., a Delaware limited liability company (“KUEHG”), KC SUB, INC., a Delaware corporation (“KC Sub” and together with KUEHG, the “Borrowers”), KC HOLDCO, LLC, a Delaware limited liability company (“Holdco”), the other Loan Parties party hereto, the Lenders party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”), which amends that certain First Lien Credit Agreement dated as of August 13, 2015 (as amended from time to time prior to the date hereof and as further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”) among the Borrowers, Holdco, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), the Administrative Agent and Collateral Agent, and the other parties thereto. Capitalized terms used an
KC PARENT, LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT JULY 6, 2020Limited Liability Company Agreement • October 18th, 2021 • KC Holdco, LLC • Services-child day care services • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated July 6th, 2020, is made by and among KC Parent, LLC, a Delaware limited liability company (the “Company”), the Partners Group Members (as defined herein), the Advisor Member (as defined below), the Management Members (as defined below) and the other Persons named in Schedule A attached hereto and made a part hereof and any other Person who subsequently receives Units and is admitted as a member of the Company (together with the Partners Group Members, the Advisor Member and the Management Members each a “Member” and collectively, the “Members”).
INCREMENTAL AMENDMENT NO. 1Joinder Agreement • October 18th, 2021 • KC Holdco, LLC • Services-child day care services • New York
INCREMENTAL AMENDMENT NO. 1, dated as of April 29, 2016 (this “Amendment”), to the First Lien Credit Agreement dated as of August 13, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof) (the “Credit Agreement”) among KC MERGERSUB, INC., a Delaware corporation, who was merged with and into KUEHG CORP., a Delaware corporation (the “Borrower”), KC SUB INC., a Delaware corporation (“Holdco”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
AMENDMENT NO. 11KC Holdco, LLC • October 18th, 2021 • Services-child day care services • New York
AMENDMENT NO. 11, dated as of October 15, 2020 (this “Amendment”), by and among KUEHG CORP., a Delaware corporation (“KUEHG”), KC SUB, INC., a Delaware corporation (“KC Sub” and, together with KUEHG, the “Borrowers”), KC HOLDCO, LLC, a Delaware limited liability company (“Holdco”), the Guarantors party hereto, the Lenders party hereto, each Issuing Bank and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“Credit Suisse AG”), in its capacity as the Administrative Agent under the Credit Agreement (as defined below), which amends that certain First Lien Credit Agreement dated as of August 13, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) among the Borrowers, Holdco, each Lender from time to time party thereto and Credit Suisse AG, as Administrative Agent, Collateral Agent and Issuing Bank. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit A
INCREMENTAL AMENDMENT NO. 7KC Holdco, LLC • October 18th, 2021 • Services-child day care services • New York
INCREMENTAL AMENDMENT NO. 7, dated as of August 24, 2018 (this “Amendment”), by and among KUEHG CORP., a Delaware corporation (“KUEHG”), KC SUB INC., a Delaware corporation (“KC Sub” and, together with KUEHG, the “Borrowers”), KC HOLDCO, LLC, a Delaware limited liability company (“Holdco”), the Incremental Revolving Lenders party hereto (collectively, the “Amendment No. 7 Incremental Revolving Lenders”), the Incremental Term Lenders party hereto (collectively, the “Amendment No. 7 Incremental Term Lenders” and, together with the Amendment No. 7 Incremental Revolving Lenders, the “Amendment No. 7 Incremental Lenders”), the Revolving Lenders party hereto, each Issuing Bank and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“Credit Suisse AG”), in its capacity as the Administrative Agent under the Credit Agreement (as defined below), which amends that certain First Lien Credit Agreement dated as of August 13, 2015 (as amended, supplemented, amended and restated or otherwise modified from time t
