Kindercare Learning Centers Inc/DE – ‘10-K’ for 5/28/04 – EX-10.X

On:  Thursday, 8/12/04, at 5:25pm ET   ·   For:  5/28/04   ·   Accession #:  832812-4-60   ·   File #:  0-17098

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Kindercare Annual Report                              75    376K 
 2: EX-10.CC    FY 2005 Management Bonus Plan Letter                   3±    13K 
 3: EX-10.X     Amendment No. 3 to Nqdcp                               1      8K 
 4: EX-14.A     Code of Business Conduct                              17     79K 
 5: EX-21       Kindercare Subsidiaries                                1      7K 
 7: EX-23       Consent of Deloitte & Touche                           1      6K 
 6: EX-31.A     Certification per Sarbanes-Oxley Act (Section 302)     2±    10K 
 8: EX-31.B     Certification per Sarbanes-Oxley Act (Section 302)     2±    10K 
 9: EX-32.A     Certification per Sarbanes-Oxley Act (Section 906)     1      7K 
10: EX-32.B     Certification per Sarbanes-Oxley Act (Section 906)     1      7K 

EX-10.X   —   Amendment No. 3 to Nqdcp

1 AMENDMENT NO. 3 
TO
RESTATED
 KINDERCARE LEARNING CENTERS, INC.
 NONQUALIFIED DEFERRED COMPENSATION PLAN

KinderCare Learning Centers, Inc.                                               
A Delaware corporation                                                          
650 NE Holladay, Suite 1400                                                     
Portland, OR  97232                                                      Company

The Plan, as restated effective January 1, 1999, and amended through  
Amendment No. 2, is further amended as follows:                                 

1.   Change of Control                                                

  In order to avoid triggering a Change of Control upon a public
offering of the Company's stock, 8.8(c) is revised to read as follows:          

              (c) A merger or consolidation of the Company into another person
 which is not a KKR Entity or any dilution of KKR's beneficial ownership
    interest in the Company which results in the KKR Entities owning less than
  50 percent of the outstanding shares of the Common Stock of the Company,
except as follows. No Change of Control shall occur unless the event  
 results in the inability of the KKR Entities to elect a majority of the
   Board of Directors of the Company (or the resulting entity). No Change of
    Control shall occur upon the dilution of the beneficial ownership interest
    of the KKR Entities due to a public offering of securities of the Company.

2.   Effective Date                                                   

        The changes made by this Amendment shall be effective April 1, 2004.

                                         KinderCare Learning Centers, Inc.

                                            By: ________________________________

                                            Name of signer:_____________________

                                            Date signed: _________________, 2004

Dates Referenced Herein

This ‘10-K’ Filing		Date		Other Filings
Filed on:		8/12/04		None on these Dates
For Period End:		5/28/04
		4/1/04
		1/1/99
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