0000832812-04-000095 Sample Contracts

December 20, 2004
Merger Agreement • December 23rd, 2004 • Kindercare Learning Centers Inc /De • Services-child day care services

As you are aware, KinderCare Learning Centers, Inc. (the “Company”) has entered into an Agreement and Plan of Merger dated as of November 5, 2004 (the “Merger Agreement”) with KU Education LLC (“Parent”), KUE Merger Sub Inc. and the Company’s principal stockholders. This Letter Agreement, which will only become effective upon the closing of the transactions contemplated by the Merger Agreement, sets forth certain modifications to the Severance Agreement between you and the Company, dated as of November 12, 2004 (the “Severance Agreement”)

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