LEASE, SECURITY AGREEMENT AND FINANCING STATEMENTKindercare Learning Centers Inc /De • November 1st, 1999 • Services-child day care services • New York
PARTICIPATION AGREEMENTParticipation Agreement • November 1st, 1999 • Kindercare Learning Centers Inc /De • Services-child day care services • New York
FIRST AMENDMENT TO PARTICIPATION AGREEMENT ------------------------------------------ FIRST AMENDMENT TO PARTICIPATION AGREEMENT, dated as of August 7, 2000 (this "Agreement"), to the Participation Agreement dated as of September 2, 1999 (The...Participation Agreement • August 29th, 2001 • Kindercare Learning Centers Inc /De • Services-child day care services • New York
SUPPLEMENTAL INDENTURE, dated as of November 7, 1996, by and between KinderCare Learning Centers, Inc., a Delaware corporation (the "Company"), and AmSouth Bank of Alabama, as trustee (the "Trustee"). W I T N E S S E T H : WHEREAS, the Company and the...Supplemental Indenture • November 18th, 1996 • Kindercare Learning Centers Inc /De • Services-child day care services • New York
RECITALSStockholders' Agreement • March 11th, 1997 • Kindercare Learning Centers Inc /De • Services-child day care services • New York
EXECUTION COPY SECURITY AGREEMENT SECURITY AGREEMENT dated as of July 1, 2003, among KINDERCARE LEARNING CENTERS, INC. a Delaware corporation (the "Borrower"), the undersigned Subsidiaries of the Borrower listed on Annex A hereto (each a "Subsidiary...Security Agreement • August 28th, 2003 • Kindercare Learning Centers Inc /De • Services-child day care services • New York
ARTICLE I DEFINITIONSNon-Qualified Stock Option Agreement • August 29th, 2001 • Kindercare Learning Centers Inc /De • Services-child day care services • Delaware
CONFORMED COPY KINDERCARE LEARNING CENTERS, INC. Credit Agreement February 13, 1997 The Several Lenders from Time to Time Parties thereto Wells Fargo Bank, N.A. as Documentation Bankers Trust Company as Syndication AgentCredit Agreement • March 11th, 1997 • Kindercare Learning Centers Inc /De • Services-child day care services • New York
ARTICLE 1. THE MERGER......................... 2 SECTION 1.1 The Merger..................................... 2 SECTION 1.2 Closing........................................ 2 SECTION 1.3 Effective Time................................. 2 SECTION 1.4...Agreement and Plan of Merger • October 9th, 1996 • Kindercare Learning Centers Inc /De • Services-child day care services • Delaware
CONFORMED COPY KINDERCARE LEARNING CENTERS, INC. 9-1/2% Senior Subordinated Notes due 2009 PURCHASE AGREEMENTKindercare Learning Centers Inc /De • March 11th, 1997 • Services-child day care services • New York
as Issuer andIndenture • March 11th, 1997 • Kindercare Learning Centers Inc /De • Services-child day care services • New York
EXECUTION COPY PLEDGE AGREEMENT PLEDGE AGREEMENT dated as of July 1, 2003, among KINDERCARE LEARNING CENTERS, INC., a Delaware corporation (the "Borrower"), the undersigned Subsidiaries of the Borrower listed on Annex A hereto (each a "Subsidiary...Pledge Agreement • August 28th, 2003 • Kindercare Learning Centers Inc /De • Services-child day care services • New York
AGENCY AGREEMENT AGENCY AGREEMENT, dated as of September 2, 1999 (this "Agreement"), between THE KINDERCARE REALTY TRUST 1999, a Delaware business trust (the "Lessor"), and KINDERCARE LEARNING CENTERS, INC., a Delaware corporation (the "Construction...Agency Agreement • November 1st, 1999 • Kindercare Learning Centers Inc /De • Services-child day care services • New York
EXHIBIT 2Merger Agreement • January 3rd, 1997 • Kindercare Learning Centers Inc /De • Services-child day care services • Delaware
MANAGEMENT AGREEMENT between KC OPCO, LLC (OPCO) andManagement Agreement • August 28th, 2003 • Kindercare Learning Centers Inc /De • Services-child day care services • New York
Conformed Copy Registration Rights Agreement Dated as of February 13, 1997Registration Rights Agreement • March 11th, 1997 • Kindercare Learning Centers Inc /De • Services-child day care services • New York
to Indenture Dated as of February 13, 1997Kindercare Learning Centers Inc /De • November 1st, 1999 • Services-child day care services • New York
FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT, dated as of August 1, 2003 (this "Amendment"), is made between MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation, having an address at 1221 Avenue of the Americas,...Loan Agreement • August 28th, 2003 • Kindercare Learning Centers Inc /De • Services-child day care services • New York
betweenLease Agreement • August 28th, 2003 • Kindercare Learning Centers Inc /De • Services-child day care services • New York
RECITALSRegistration Rights Agreement • March 11th, 1997 • Kindercare Learning Centers Inc /De • Services-child day care services • New York
Exhibit 4.3 KINDERCARE LEARNING CENTERS, INC. 9-1/2% Series B Senior Subordinated Note due 2009Kindercare Learning Centers Inc /De • April 8th, 1997 • Services-child day care services
100,000,000 CREDIT AGREEMENT among THE KINDERCARE REALTY TRUST 1999 as BorrowerCredit Agreement • November 1st, 1999 • Kindercare Learning Centers Inc /De • Services-child day care services • New York
GUARANTEEGuarantee • August 28th, 2003 • Kindercare Learning Centers Inc /De • Services-child day care services • New York
SPLIT DOLLAR LIFE INSURANCE AGREEMENT THIS AGREEMENT is made as of December 1, 1998, between KinderCare Learning Centers, Inc., a Delaware corporation (the "Corporation"), and _______________________ (the "Owner").Split Dollar Life Insurance Agreement • April 7th, 1999 • Kindercare Learning Centers Inc /De • Services-child day care services • Oregon
PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of ________ __, 1997, made by __________________ (the "Executive") in favor of KINDERCARE LEARNING CENTERS, Inc., a Delaware corporation (the "Company"). W I T N E S S E T H: WHEREAS, pursuant to the...Pledge Agreement • October 31st, 1997 • Kindercare Learning Centers Inc /De • Services-child day care services • Delaware
KINDERCARE LEARNING CENTERS, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is effective as of May 30, 1998 by and between KinderCare Learning Centers, Inc., a Delaware corporation (the "Company"), and _____________...Indemnification Agreement • August 21st, 1998 • Kindercare Learning Centers Inc /De • Services-child day care services • Delaware
SALE PARTICIPATION AGREEMENT (Officer)Sale Participation Agreement • February 21st, 2003 • Kindercare Learning Centers Inc /De • Services-child day care services • Delaware
EX-99.4 Exchange Agent Agreement EXCHANGE AGENT AGREEMENT February __, 1997 ChaseMellon Shareholder Services 85 Challenger Road, 1st Floor Ridgefield, New Jersey 07660 Attention: Reorganization Department KCLC Acquisition Corp., a Delaware corporation...Agent Agreement • January 7th, 1997 • Kindercare Learning Centers Inc /De • Services-child day care services • New York
OFFICE LEASE betweenOffice Lease • August 28th, 1997 • Kindercare Learning Centers Inc /De • Services-child day care services • Oregon
CASH COLLATERAL AGREEMENT ------------------------- CASH COLLATERAL AGREEMENT dated as of February 12, 2001, made by KINDERCARE LEARNING CENTERS, INC., a Delaware corporation (the "Pledgor") in favor of THE CHASE MANHATTAN BANK ("Chase"), as Agent (in...Cash Collateral Agreement • August 29th, 2001 • Kindercare Learning Centers Inc /De • Services-child day care services • New York
RECITALSManagement Stockholder's Agreement • October 31st, 1997 • Kindercare Learning Centers Inc /De • Services-child day care services • Delaware
REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 28th, 2003 • Kindercare Learning Centers Inc /De • Services-child day care services • New York
December 20, 2004Merger Agreement • December 23rd, 2004 • Kindercare Learning Centers Inc /De • Services-child day care services
As you are aware, KinderCare Learning Centers, Inc. (the “Company”) has entered into an Agreement and Plan of Merger dated as of November 5, 2004 (the “Merger Agreement”) with KU Education LLC (“Parent”), KUE Merger Sub Inc. and the Company’s principal stockholders. This Letter Agreement, which will only become effective upon the closing of the transactions contemplated by the Merger Agreement, sets forth certain modifications to the Severance Agreement between you and the Company, dated as of November 12, 2004 (the “Severance Agreement”)
RECITALSSeverance Agreement • November 17th, 2004 • Kindercare Learning Centers Inc /De • Services-child day care services • Oregon
RECITALSStockholder's Agreement • October 31st, 1997 • Kindercare Learning Centers Inc /De • Services-child day care services • Delaware
