EXHIBIT 1.1
AGREEMENT
WHEREAS, The TCW Group ("TCWG"), Trust Company of the West ("TCW"), TCW
Asset Management Company ("TAMCO"), TCW Special Credits ("Special Credits"), and
TCW Special Credits Fund II, TCW Special Credits Fund IIb, TCW Special Credits
Fund III and TCW Special Credits Fund IIIb (collectively, the "Special Credits
Limited Partnerships"), and TCW Special Credits Fund V - The Principal Fund (the
"Principal Fund"), and TCW Special Credits Trust and TCW Special Credits Trust
IIIb (collectively, Special Credits Trusts"), and Oaktree Capital Management,
LLC ("Oaktree"), individually or collectively, may be deemed to be a beneficial
owner within the meaning of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), for purposes of Section 13(d) of the Exchange Act of the Common
Stock, $0.01 par value per share, of KinderCare Learning Centers, Inc., a
Delaware corporation; and
WHEREAS, TCWG, TCW, TAMCO, Special Credits, Special Credits Limited
Partnerships, Special Credits Trusts, the Principal Fund, and Oaktree each
desires to satisfy any filing obligation each may have under Section 13(d) of
the Exchange Act by filing a single Schedule 13D pursuant to such Section with
respect to each class of securities.
NOW THEREFORE, TCWG, TCW, TAMCO, Special Credits, Special Credits Limited
Partnerships, Special Credits Trusts, the Principal Fund, and Oaktree agree to
file a Schedule 13D under the Exchange Act relating to the Common Stock of
KinderCare Learning Centers, Inc. and agree further to file any such amendments
thereto as may become necessary unless and until such time as one of the parties
shall give written notice to the other parties of this Agreement that it wishes
to file a separate Schedule 13D relating to the Common Stock of KinderCare
Learning Centers, Inc., provided that each person on whose behalf the
Schedule 13D or any amendment is filed is responsible for the timely filing of
such Schedule 13D and any amendments thereto necessitated by the actions or
intentions of such person and for the completeness and accuracy of the
information pertaining to it and its actions and intentions.
The Agreement may be executed in two or more counterparts, each of which
shall constitute but one instrument.
Dated as of 10th day of November, 1995.
THE TCW GROUP, INC.
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Xxxxxxx Xxxxxx
Managing Director and General Counsel
TRUST COMPANY OF THE WEST
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Xxxxxxx Xxxxx
Authorized Signatory
TCW ASSET MANAGEMENT COMPANY
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Xxxxxxx Xxxxx
Authorized Signatory
TCW SPECIAL CREDITS
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Xxxxxxx Xxxxx
Authorized Signatory of TCW Asset Management Company,
the Managing General Partner of TCW Special Credits
TCW SPECIAL CREDITS FUND II
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Xxxxxxx Xxxxx
Authorized Signatory of TCW Asset Management Company,
the Managing General Partner of TCW Special Credits,
the General Partner of TCW Special Credits Fund II
TCW SPECIAL CREDITS FUND IIb
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Xxxxxxx Xxxxx
Authorized Signatory of TCW Asset Management Company,
the Managing General Partner of TCW Special Credits,
the General Partner of TCW Special Credits Fund IIb
TCW SPECIAL CREDITS FUND III
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Xxxxxxx Xxxxx
Authorized Signatory of TCW Asset Management Company,
the Managing General Partner of TCW Special Credits,
the General Partner of TCW Special Credits Fund III
TCW SPECIAL CREDITS FUND IIIb
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Xxxxxxx Xxxxx
Authorized Signatory of TCW Asset Management Company,
the Managing General Partner of TCW Special Credits,
the General Partner of TCW Special Credits Fund IIIb
TCW SPECIAL CREDITS TRUST
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Xxxxxxx Xxxxx,
Authorized Signatory of Trust Company of the West,
the trustee of TCW Special Credits Trust
TCW SPECIAL CREDITS TRUST IIIb
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Xxxxxxx Xxxxx,
Authorized Signatory of Trust Company of the West,
the trustee of TCW Special Credits Trust IIIb
OAKTREE CAPITAL MANAGEMENT, LLC
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Xxxxxxx Xxxxx
Authorized Signatory
TCW SPECIAL CREDITS FUND V - THE PRINCIPAL FUND
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Xxxxxxx Xxxxx,
Authorized Signatory of TCW Asset Management Company,
the General Partner of TCW Special Credits Fund V - The Principal Fund
