EXHIBIT 10.5 OPTION AGREEMENT DATED AUGUST 14, 2001 BETWEEN CHILDTIME LEARNING CENTERS, INC. AND ALFRED R. NOVAS STOCK OPTION AGREEMENT Childtime Learning Centers, Inc. (the "Corporation"), hereby grants you an option (the "Option") to purchase...Option Agreement • November 26th, 2001 • Childtime Learning Centers Inc • Services-child day care services
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT DATED AS OF JUNE 28, 2002 AMONG TT ACQUISITION LLC AND TUTOR TIME LEARNING SYSTEMS, INC. AND THE OTHER SELLERS NAMED HEREIN TABLE OF CONTENTSAsset Purchase Agreement • August 6th, 2002 • Childtime Learning Centers Inc • Services-child day care services • Delaware
July 19, 2002Childtime Learning Centers Inc • August 6th, 2002 • Services-child day care services
APPLICABLE MARGIN FOR DETERMINING THE EURODOLLAR RATE AND APPLICABLE MARGIN FOR FIXED CHARGE THE LETTER OF CREDIT APPLICABLE MARGIN FOR DETERMINING THE COVERAGE RATIO FEES UNDER SECTION DETERMINING THE COMMITMENT FEES UNDER 2.3(C) FLOATING RATE...Credit Agreement • June 26th, 2003 • Childtime Learning Centers Inc • Services-child day care services • Michigan
EXHIBIT 1.1 STANDBY SECURITIES PURCHASE AGREEMENT STANDBY SECURITIES PURCHASE AGREEMENT dated as of February 20, 2003 (this "Agreement") among Childtime Learning Centers, Inc., a Michigan corporation (the "Company"), Childtime Childcare, Inc., an...Securities Purchase Agreement • February 24th, 2003 • Childtime Learning Centers Inc • Services-child day care services • New York
EXHIBIT 10.1 STOCK OPTION AGREEMENT Childtime Learning Centers, Inc. (the "Corporation"), hereby grants you an option (the "Option") to purchase 150,000 shares of the Common Stock of the Corporation (collectively, the "Shares"), upon the terms and...Stock Option Agreement • September 9th, 2002 • Childtime Learning Centers Inc • Services-child day care services
BACKGROUNDSubordination Agreement • August 6th, 2002 • Childtime Learning Centers Inc • Services-child day care services • Michigan
EXHIBIT 10.16 CONSULTING AGREEMENT DATED FEBRUARY 20, 2002 BETWEEN CHILDTIME LEARNING CENTERS, INC. AND LEONARD C. TYLKA CONSULTING AGREEMENT (the "Agreement") dated as of February 20, 2002 by and between Childtime Learning Centers, Inc. (the...Consulting Agreement • June 27th, 2002 • Childtime Learning Centers Inc • Services-child day care services • New York
INTRODUCTIONCredit Agreement • August 6th, 2002 • Childtime Learning Centers Inc • Services-child day care services • Michigan
INTRODUCTIONCredit Agreement • February 19th, 2002 • Childtime Learning Centers Inc • Services-child day care services • Michigan
EXHIBIT 4.1 FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 15th, 2000 • Childtime Learning Centers Inc • Services-child day care services • Michigan
INTRODUCTIONCredit Agreement • July 1st, 2004 • Childtime Learning Centers Inc • Services-child day care services • Michigan
FEE AGREEMENTFee Agreement • June 27th, 2002 • Childtime Learning Centers Inc • Services-child day care services • New York
INTRODUCTIONCredit Agreement • June 27th, 2002 • Childtime Learning Centers Inc • Services-child day care services • Michigan
EXHIBIT 10.24 SEPARATION AGREEMENT AND RELEASE This Severance Agreement and Release (the "Agreement") is hereby entered into by and between Childtime Learning Centers Inc. (the "Company") and Karen R. Danner ("Employee" or "you"). When used herein the...Separation Agreement and Release • June 26th, 2003 • Childtime Learning Centers Inc • Services-child day care services • Michigan
1 EXHIBIT 4.2 THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 10th, 2000 • Childtime Learning Centers Inc • Services-child day care services • Michigan
EXHIBIT 10.18 EMPLOYMENT SEVERANCE AGREEMENTEmployment Severance Agreement • June 27th, 2002 • Childtime Learning Centers Inc • Services-child day care services • Michigan
EXHIBIT 10.2 EMPLOYMENT AGREEMENT DATED AUGUST 14, 2001 BETWEEN CHILDTIME LEARNING CENTERS, INC. AND ALFRED R. NOVAS 38345 WEST TEN MILE ROAD, SUITE 100 FARMINGTON HILLS, MICHIGAN 48335 August 14, 2001 Mr. Alfred R. Novas 12770 SW 53rd Street Miami,...Employment Agreement • November 26th, 2001 • Childtime Learning Centers Inc • Services-child day care services • Michigan
Dated as of October 16, 2002 To: Paula L. Gavin Childtime Learning Centers, Inc. (the "Corporation") hereby grants to you an option ("Option") to purchase two thousand five hundred (2,500) shares ("Shares") of the Common Stock of the Corporation at...Childtime Learning Centers Inc • January 6th, 2003 • Services-child day care services
EXHIBIT 10.9 CHILDTIME Children's Centers(R) [logo]Stock Option Agreement • June 27th, 2002 • Childtime Learning Centers Inc • Services-child day care services
Dated as of October 16, 2002 To: Ken Johnsson Childtime Learning Centers, Inc. (the "Corporation") hereby grants to you an option ("Option") to purchase two thousand five hundred (2,500) shares ("Shares") of the Common Stock of the Corporation at...Childtime Learning Centers Inc • January 6th, 2003 • Services-child day care services
EXHIBIT 4.1 SECOND AMENDMENT TO CREDIT AGREEMENT April 1, 1999 Mr. Michael Yeager Chief Financial Officer Childtime Childcare, Inc. 38345 West 10 Mile Road Suite 100 Farmington Hills, MI 48335 Dear Mike: This letter serves to confirm that Childtime...Credit Agreement • February 10th, 2000 • 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, 2005Agreement and Plan of Merger • 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”).
EXHIBIT 99.1 SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • February 24th, 2003 • Childtime Learning Centers Inc • Services-child day care services • New York
1 EXHIBIT 10.8 EMPLOYMENT SEPARATION AGREEMENT AND MUTUAL RELEASE THIS EMPLOYMENT SEPARATION AGREEMENT AND MUTUAL RELEASE (this "Agreement") is entered into this 12th day of February, 2001, among Childtime Learning Centers, Inc., a Michigan...Employment Separation Agreement and Mutual Release • June 22nd, 2001 • Childtime Learning Centers Inc • Services-child day care services • Michigan
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit 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”).
Dated as of October 16, 2002 To: Brett D. Shevack Childtime Learning Centers, Inc. (the "Corporation") hereby grants to you an option ("Option") to purchase two thousand five hundred (2,500) shares ("Shares") of the Common Stock of the Corporation at...Childtime Learning Centers Inc • January 6th, 2003 • Services-child day care services
STOCK OPTION AGREEMENT Board of DirectorsStock 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 AGREEMENTCredit 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:Learning Care Group, Inc • November 16th, 2005 • Services-child day care services • New York
1 EXHIBIT 4.8 [BANK1ONE LETTERHEAD] Thomas A. Gamm First Vice President & Managing Director May 30, 2000 Mr. Norm Johnson Controller Childtime Childcare, Inc. 38345 West 10 Mile Road Suite 100 Farmington Hills, MI 48335 Dear Norm: This Letter...Letter Agreement • June 14th, 2000 • Childtime Learning Centers Inc • Services-child day care services
PERFORMANCE SHARE RIGHTS AGREEMENTPerformance 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 AGREEMENTStock 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 AGREEMENTVoting 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 AGREEMENTCredit 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”).
