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Borrowings under the Revolver will generally bear interest based on a margin over, at KLC OpCo’s option,
either the base rate (generally the applicable prime lending rate, as announced from time to time) or the
reserve adjusted LIBOR rate. The applicable margin for revolving loans will be 0.25% for base rate loans
and 1.25% for reserve adjusted LIBOR loans. KLC is permitted to voluntarily prepay principal amounts
outstanding or reduce commitments under the Revolver at any time, in whole or in part, without premium
or penalty. .
The Revolver is fully and unconditionally guaranteed by KS! and on a joint and several basis by most of
KLC’s direct and indirect domestic subsidiaries within KLC OpCo. The Revolver and guarantees are
secured by first priority security interests in, and liens on, substantially all of KLC OpCo’s and the
guarantors’ assets and first priority pledges of all the equity interests owned by KS! in KLC and owned by
KLC in its direct and indirect domestic subsidiaries in KLC OpCo and 66% of the equity interests owned
by KLC in its non-domestic subsidiaries.
The revolving credit facility contains customary affirmative and negative covenants for financings of its
type (with customary exceptions). The financial covenants include: a minimum fixed charge coverage
ratio test; a minimum leverage ratic test; a minimum interest coverage ratio test; and a minimum EBITDA
test.
Operating covenants limit KLC’s and its restricted subsidiaries, and in certain cases, KSIs ability to
(among others): incur additional debt; incur liens or other encumbrances; make investments; make
acquisitions; incur certain contingent liabilities; make certain restricted junior payments and other similar
distributions; enter into mergers, consolidations and similar combinations; sell assets or engage in similar
transfers; open new learning centers; engage in transactions with affiliates; enter into sale-leaseback
transactions: engage in businesses other than those in which KLC and Its restricted subsidiaries and KSI
were engaged at the time of the closing of the Revolver and other related or ancillary businesses; amend
certain material agreements; prepay subordinated debt; sell or discount receivables; and dispose of any
equity securities in its subsidiaries.
11.19. Terms of Senior Subordinated Notes
In February 2005, KLC sold $260.0 million in aggregate principal amount of 734% Senior Subordinated
Notes due February 1, 2015 (the “Notes”) in connection with the KinderCare acquisition and related
financing transactions. The Notes bear interest at the rate of 734% per year, payable semi-annually, in
arrears, on February 1 and August 1 of each year.
KLC may redeem the Notes, in whole or in part, on or after February 1, 2010 at certain pre-set
redemption prices, plus any accrued and unpaid interest. On or prior to February 1, 2010 KLC may
redeem the Notes in whole, but not in part, at a redemption price equal to 100% of the principal amount of
the Notes to be redeemed plus an applicable premium. In addition, on or prior to February 1, 2008 KLC
may redeem up to 35% of the aggregate principal amount of the Notes with the net proceeds of one or
more qualified equity offerings.
Subject to KLC's right to redeem the Notes, upon a change of control event, holders of the Notes may
require KLC to repurchase all or a portion of the Notes at a purchase price of 101% of their principal
amount, plus accrued and unpaid interest.
KLC’s obligations under the Notes are fully and unconditionally, and jointly and severally, guaranteed on a
senior subordinated basis by most of KLC’s domestic restricted subsidiaries within KLC OpCo.
The indenture governing the Notes contains covenants that limit KLC and its restricted subsidiaries' ability
to, among other things: (a) pay dividends, redeem capital stock and make other restricted payments and
investments; (b) incur additional debt or issue preferred stock; (c) enter into agreements that restrict KLC
subsidiaries fromm paying dividends or other distributions, making loans or otherwise transferring assets to
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Document Details
| Filename | HOUSE_OVERSIGHT_024531.jpg |
| File Size | 0.0 KB |
| OCR Confidence | 85.0% |
| Has Readable Text | Yes |
| Text Length | 4,124 characters |
| Indexed | 2026-02-04T16:54:34.225884 |