Learning Care Group, Inc Sample Contracts

INTRODUCTION
Credit Agreement • August 6th, 2002 • Childtime Learning Centers Inc • Services-child day care services • Michigan
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INTRODUCTION
Credit Agreement • July 1st, 2004 • Childtime Learning Centers Inc • Services-child day care services • Michigan
BACKGROUND
Subordination Agreement • August 6th, 2002 • Childtime Learning Centers Inc • Services-child day care services • Michigan
INTRODUCTION
Credit Agreement • February 19th, 2002 • Childtime Learning Centers Inc • Services-child day care services • Michigan
EXHIBIT 4.1 FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 15th, 2000 • Childtime Learning Centers Inc • Services-child day care services • Michigan
FEE AGREEMENT
Fee Agreement • June 27th, 2002 • Childtime Learning Centers Inc • Services-child day care services • New York
INTRODUCTION
Credit Agreement • June 27th, 2002 • Childtime Learning Centers Inc • Services-child day care services • Michigan
1 EXHIBIT 4.2 THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 10th, 2000 • Childtime Learning Centers Inc • Services-child day care services • Michigan
EXHIBIT 10.18 EMPLOYMENT SEVERANCE AGREEMENT
Severance Agreement • June 27th, 2002 • Childtime Learning Centers Inc • Services-child day care services • Michigan
EXHIBIT 10.9 CHILDTIME Children's Centers(R) [logo]
Stock Option Agreement • June 27th, 2002 • Childtime Learning Centers Inc • Services-child day care services
AGREEMENT AND PLAN OF MERGER among LEARNING CARE GROUP, INC., A.B.C. LEARNING CENTRES LIMITED and DISCOVERY MERGER COMPANY Dated as of November 15, 2005
Merger Agreement • November 16th, 2005 • Learning Care Group, Inc • Services-child day care services • New York

AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of November 15, 2005, among LEARNING CARE GROUP, INC., a Michigan corporation (the “Company”), A.B.C. LEARNING CENTRES LIMITED, an Australian company (“Parent”), and DISCOVERY MERGER COMPANY, a Michigan corporation and a wholly-owned subsidiary of Parent (“Merger Sub,” the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).

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FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 21st, 2003 • Childtime Learning Centers Inc • Services-child day care services • Michigan

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 19, 2003 (this “Amendment”), is by and between CHILDTIME CHILDCARE, INC., an Illinois corporation (the “Company”), and BANK ONE, NA, with its main office in Chicago, Illinois, and successor by merger to Bank One, Michigan, a Michigan banking corporation (the “Bank”).

EXHIBIT 99.1 SUBSCRIPTION AGENT AGREEMENT
Subscription Agent Agreement • February 24th, 2003 • Childtime Learning Centers Inc • Services-child day care services • New York
STOCK OPTION AGREEMENT Board of Directors
Stock Option Agreement • February 22nd, 2005 • Learning Care Group, Inc • Services-child day care services

Pursuant to the Childtime Learning Centers, Inc. 2003 Equity Compensation Plan (the “2003 Plan”): Childtime Learning Centers, Inc. (the “Corporation”), the Corporation hereby grants you an option (the “Option”) to purchase ____ shares of the Common Stock of the Corporation (collectively, the “Shares”) at $_____per share, upon the terms and conditions contained in this Agreement and in the 2003 Plan, a copy of which is attached hereto and made a part hereof. The date of this grant was _____ and the share price of $ ____is equal to the closing price of the Corporation’s common stock on NASDAQ on that date.

SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 17th, 2004 • Childtime Learning Centers Inc • Services-child day care services • Michigan

THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 20, 2004 (this “Amendment”), is by and between CHILDTIME CHILDCARE, INC., an Illinois corporation (the “Company”), and BANK ONE, NA, with its main office in Chicago, Illinois, and successor by merger to Bank One, Michigan, a Michigan banking corporation (the “Bank”).

Learning Care Group, Inc. 21333 Haggerty Road, Suite 300 Novi, MI 48375 Attention: Frank Jerneycic Ladies and Gentlemen:
Financial Advisory Agreement • November 16th, 2005 • Learning Care Group, Inc • Services-child day care services • New York
PERFORMANCE SHARE RIGHTS AGREEMENT
Performance Share Rights Agreement • February 22nd, 2005 • Learning Care Group, Inc • Services-child day care services

Pursuant to the Childtime Learning Centers, Inc. 2003 Equity Compensation Plan (the “2003 Plan”) of Childtime Learning Centers, Inc. (the “Corporation”), the Corporation hereby grants you the right (the “Right”) to receive ____ shares of the Common Stock of the Corporation (collectively, the “Shares”), upon the terms and conditions contained in this Agreement and in the 2003 Plan, a copy of which is attached hereto and made a part hereof. The date of this grant is _______.

STOCK OPTION AGREEMENT
Stock Option Agreement • February 22nd, 2005 • Learning Care Group, Inc • Services-child day care services

Pursuant to the Childtime Learning Centers, Inc. 2003 Equity Compensation Plan (the “2003 Plan”): Childtime Learning Centers, Inc. (the “Corporation”), the Corporation hereby grants you an option (the “Option”) to purchase _____ shares of the Common Stock of the Corporation (collectively, the “Shares”) at $___ per share, upon the terms and conditions contained in this Agreement and in the 2003 Plan, a copy of which is attached hereto and made a part hereof. The date of this grant was ______ and the share price of $____ is equal to the closing price of the Corporation’s common stock on NASDAQ on that date.

VOTING AGREEMENT
Voting Agreement • November 16th, 2005 • Learning Care Group, Inc • Services-child day care services • New York

VOTING AGREEMENT (hereinafter called this “Agreement”), dated as of November 15, 2005, among the undersigned stockholders (the “Stockholders”) of LEARNING CARE GROUP, INC., a Michigan corporation (the “Company”), A.B.C. LEARNING CENTRES LIMITED, an Australian corporation (“Parent”), and DISCOVERY MERGER COMPANY, a Michigan corporation and wholly-owned subsidiary of Parent (“Merger Sub”).

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 5th, 2005 • Learning Care Group, Inc • Services-child day care services • Michigan

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 2, 2005 (this “Amendment”), is by and between CHILDTIME CHILDCARE, INC., an Illinois corporation (the “Company”), and JPMORGAN CHASE BANK, N.A., successor by merger to Bank One, NA (Main Office Chicago), successor by merger to Bank One, Michigan, a Michigan banking corporation (the “Bank”).

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