1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER By and Between LA PETITE ACADEMY, INC. LPA ACQUISITION CO., INC.Merger Agreement • December 7th, 1999 • Lpa Services Inc • Services-child day care services • Kansas
W I T N E S S E T H:Supplemental Indenture • December 16th, 1999 • Lpa Services Inc • Services-child day care services • New York
INDENTUREIndenture • June 5th, 1998 • Lpa Services Inc • Services-child day care services • New York
RECITALSCredit Agreement • November 2nd, 2000 • Lpa Services Inc • Services-child day care services • New York
STOCKHOLDERS AGREEMENT dated as of May 11, 1998, among LPA HOLDING CORP., a Delaware corporation (the "Corporation"), VESTAR/LPT LIMITED PARTNERSHIP, a Delaware limited partnership ("Vestar"), LPA INVESTMENT LLC, a Delaware limited liability company...Stockholders Agreement • June 5th, 1998 • Lpa Services Inc • Services-child day care services • Delaware
ARTICLE I DefinitionsSecurity Agreement • June 5th, 1998 • Lpa Services Inc • Services-child day care services • New York
Draft--5/6/98] LA PETITE ACADEMY, INC. VESTAR/LPA INVESTMENT CORP. 10% Senior Notes due 2008 PURCHASE AGREEMENTPurchase Agreement • June 5th, 1998 • Lpa Services Inc • Services-child day care services • New York
EX-10.12 CREDIT AGREEMENTCredit Agreement • June 5th, 1998 • Lpa Services Inc • Services-child day care services • New York
Accordingly, the Pledgors and the Collateral Agent, on behalf of itself and each Secured Party (and each of their respective successors or assigns), hereby agree as follows: SECTION 1. Pledge. As security for the payment and performance, as the case...Pledge Agreement • June 5th, 1998 • Lpa Services Inc • Services-child day care services • New York
ANDMerger Agreement • June 5th, 1998 • Lpa Services Inc • Services-child day care services • Delaware
RECITALSEmployment Agreement • June 5th, 1998 • Lpa Services Inc • Services-child day care services • Delaware
RECITALSEmployment Agreement • June 5th, 1998 • Lpa Services Inc • Services-child day care services • Delaware
ARTICLE I AMENDMENTStockholders Agreement • December 21st, 1999 • Lpa Services Inc • Services-child day care services • Delaware
RECITALSEmployment Agreement • February 16th, 2000 • Lpa Services Inc • Services-child day care services • Delaware
Draft--5/8/98] LA PETITE ACADEMY, INC. LPA HOLDING CORP. 10% Senior Notes due 2008 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • June 5th, 1998 • Lpa Services Inc • Services-child day care services • New York
hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 12, the date of the Supplement hereto executed and delivered by such...Indemnification & Liability • June 5th, 1998 • Lpa Services Inc • Services-child day care services • New York
amongRegistration Rights Agreement • June 5th, 1998 • Lpa Services Inc • Services-child day care services • Delaware
RECITALSCredit Agreement • December 21st, 1999 • Lpa Services Inc • Services-child day care services • New York
Borrower under each Hedging Agreement entered into with any counterparty that was a Lender (or an Affiliate thereof) at the time such Hedging Agreement was entered into (all the monetary and other obligations described in the preceding clauses (a)...Subsidiary Guarantee Agreement • June 5th, 1998 • Lpa Services Inc • Services-child day care services • New York
1 2 this Warrant shall be exercisable and the Exercise Price are subject to adjustment from time to time as provided herein.Warrant • December 21st, 1999 • Lpa Services Inc • Services-child day care services • New York
in the preceding clauses (a) through (d) being collectively called the "Obligations"). The Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will...Parent Guarantee Agreement • June 5th, 1998 • Lpa Services Inc • Services-child day care services • New York
betweenPreferred Stock Registration Rights Agreement • June 5th, 1998 • Lpa Services Inc • Services-child day care services • Delaware
