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EXHIBIT 10.2
BEACON EDUCATION MANAGEMENT, INC.
000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
Xxxxx 00, 0000
Xxxxxxx X. Xxxxxxxxx, Vice President
NCB Capital Corporation
0000 Xxx Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Re: Consent to Pledge of Subordinate Loan Documents
Dear Xx. Xxxxxxxxx:
Reference is made to that certain:
1. Subordination Agreement dated July 31, 2000, by and among NCB
Capital Corporation, a Delaware corporation ("NCB"), Beacon
Education Management, Inc., a Delaware corporation ("Beacon"),
and Xxxxxxxx Xxxxxxxx Academy, a Missouri nonprofit
corporation incorporated pursuant to Chapter 355 RSMo ("TMA")
(the "TMA Subordination Agreement"); and
2. Subordination Agreement dated September 22, 2000, by and among
NCB, (ii) Beacon, and (iii) St. Louis Charter School, a
Missouri nonprofit corporation incorporated pursuant to
Chapter 355 RSMo ("SLCS") (the "SLCS Subordination
Agreement").
Section 7(a) of the TMA Subordination Agreement prohibits any
assignment of Beacon's interest in the loan documents entered into between
Beacon and TMA that are defined as the "Subordinate Loan Documents" in the TMA
Subordination Agreement (the "TMA Subordinate Loan Documents") without NCB's
consent. Section 7(a) of the SLCS Subordination Agreement prohibits any
assignment of Beacon's interest in the loan documents entered into between
Beacon and SLCS that are defined as the "Subordinate Loan Documents" in the SLCS
Subordination Agreement (the "SLCS Subordinate Loan Documents") without NCB's
consent.
Beacon now desires to pledge the TMA Subordinate Loan Documents and the
SLCS Subordinate Loan Documents (collectively, the "Subordinate Loan Documents")
to KinderCare Learning Centers, Inc., a Delaware corporation ("KinderCare"),
pursuant to a Pledge and Security Agreement to be entered into by and between
Beacon and KinderCare in the form attached hereto as Exhibit A (the "Pledge and
Security Agreement"), to secure Beacon's indebtedness to KinderCare as evidenced
by the Temporary Loan Note (as defined in the Pledge and Security Agreement).
Beacon hereby requests that NCB consent to the pledge of the Subordinate Loan
Documents by Beacon to KinderCare.
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Please sign where indicated below and return the original of this
letter to me. Thank you for your cooperation in this matter.
BEACON EDUCATION MANAGEMENT, INC.
By: /s/ Xxxxxxx X. XxXxxxxx, Xx.
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Chairman
ACKNOWLEDGMENT AND AGREEMENT OF
KINDERCARE LEARNING CENTERS, INC.
KinderCare hereby acknowledges and agrees that: (i) the Subordinate
Loan Documents to be pledged to KinderCare by Beacon, as collateral pursuant to
the Pledge and Security Agreement, are subject to the Subordination Agreements;
(ii) KinderCare and any other successor owner and/or holder of the Subordinate
Loan Documents shall be bound by all of the terms, covenants and conditions of
the TMA Subordination Agreement and SLCS Subordination Agreement; and (iii) any
amendment or modification of the Pledge and Security Agreement made without the
prior written consent of NCB shall from and after the effective date of any such
amendment or modification invalidate and make null and void the consent of NCB
to the pledge by Beacon to KinderCare of the Subordinate Loan Documents set
forth below.
Dated: March 30, 2001 KINDERCARE LEARNING
CENTERS, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Title: Chairman and CEO
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