Document/Exhibit Description Pages Size
1: 10-K Kindercare Learning Centers, Inc. Form 10-K 61 291K
2: EX-10.(F5) Fifth Amendment to Credit Agreement 7 26K
3: EX-10.(F6) Sixth Amendment to Credit Agreement 6 24K
4: EX-10.(P) Employment Resignation Agreement 6 32K
5: EX-10.(Q) Employment Resignation Agreement 6 31K
6: EX-10.(R) Employment Resignation Agreement 6 32K
7: EX-10.(S) Employment Resignation Agreement 5 29K
8: EX-10.(T) Employment Resignation Agreement 6 31K
9: EX-10.(U) Employment Resignation Agreement 6 30K
10: EX-10.(V) Employment Resigantion Agreement 6 30K
11: EX-10.(W) Employment Resignation Agreement 6 29K
12: EX-10.(X) Employment Resignation Agreement 6 29K
13: EX-10.(Y) Employment Resignation Agreement 6 29K
14: EX-23 Consent 1 8K
EXHIBIT 10(f-6)
SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as of August 13, 1996
(the "Amendment"), among KINDERCARE LEARNING CENTERS, INC., a Delaware
corporation (the "Borrower"); THE TORONTO-DOMINION BANK, acting through its
Houston Agency, as the issuer of certain letters of credit (in such capacity,
the "Facing Bank"); THE TORONTO-DOMINION BANK, GENERAL ELECTRIC CAPITAL
CORPORATION, FIRST ALABAMA BANK, UNITED STATES NATIONAL BANK OF OREGON,
ABN*AMRO BANK N.V., ACTING THROUGH ITS ATLANTA AGENCY, NATIONSBANK, N.A.
(SOUTH) (SUCCESSOR-BY-MERGER TO NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION),
and SOUTHTRUST BANK OF ALABAMA, N.A. (collectively, the "Lenders"), and TORONTO
DOMINION (TEXAS), INC., as agent for the Lenders and the Facing Bank (in such
capacity, the "Agent");
W I T N E S S E T H:
WHEREAS, the Borrower, the Facing Bank, the Agent and the Lenders are
parties to that certain Credit Agreement dated June 2, 1994, as amended by that
certain First Amendment to Credit Agreement dated as of October 6, 1994, that
certain Second Amendment to Credit Agreement dated as of January 6, 1995, that
certain Third Amendment to Credit Agreement dated as of May 24, 1995, that
certain Fourth Amendment to Credit Agreement dated as of April 5, 1996, and
that certain Fifth Amendment to Credit Agreement dated as of May 17, 1996 (as
so amended and as the same may be hereafter amended, supplemented and modified
from time to time, the "Credit Agreement"), pursuant to which the Facing Bank,
the Lenders and the Agent have established a $149,648,813 revolving loan and
letter of credit facility in favor of the Borrower; and
WHEREAS, the Borrower desires to modify and amend its right under the
terms of the Credit Agreement (i) to purchase, redeem and retire its Senior
Public Notes and (ii) to use proceeds from the Loans for such purposes, as more
particularly set forth hereinbelow; and
WHEREAS, the Lenders, the Facing Bank and the Agent are willing to
permit such modifications and amendments, subject to the terms, conditions and
limitations hereinafter set forth;
NOW, THEREFORE, in consideration of these premises, the covenants and
agreements hereinafter set forth, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Agent, the
Facing Bank, the Lenders and the Borrower agree that capitalized terms herein
shall have the meanings ascribed thereto in the Credit Agreement except as
otherwise defined or limited herein, and further agree as follows:
1. Amendment to Section 8.7. Section 8.7 of the Credit
Agreement, Restricted Payments and Restricted Purchases, is hereby amended by
deleting Subsection (c) of said Section 8.7 in its entirety, and by
substituting the following language in lieu thereof as a new Subsection (c) of
said Section 8.7:
"(c) make any principal payment on, or repurchase, redeem,
defease, retire or otherwise acquire for value, prior to any scheduled
principal payment, sinking fund or maturity, any Subordinated
Indebtedness or Senior Public Notes; provided, however, that the
Borrower may so repurchase, redeem, retire or otherwise acquire for
value Senior Public Notes (in each case, for purposes of this Section
8.7, a 'Senior Public Note Retirement'), so long as (i) each such
Senior Public Note Retirement is consistent with and does not violate
the terms and provisions of the Indenture or any other provision of
this Agreement; (ii) the price paid by the Borrower in connection with
any such Senior Public Note Retirement does not exceed the sum of (A)
115% of the principal amount thereof, plus (B) accrued and unpaid
interest on such Senior Public Notes, (C) ordinary and customary costs
of such transaction (e.g., brokerage commissions); and (iii) all
Senior Public Notes purchased, redeemed or acquired by the Borrower
pursuant to the provisions of this paragraph shall be immediately
delivered to the Trustee for cancellation, without the issuance of
replacement Senior Public Notes therefor; or".
2. No Other Amendment. Except for the amendments set forth or
referred to above, the text of the Credit Agreement shall remain unchanged and
in full force and effect. The Borrower acknowledges and expressly agrees that
the Agent, the Facing Bank and the Lenders reserve the right to, and do in
fact, require strict compliance with all terms and provisions of the Credit
Agreement.
-2-
3. Representations and Warranties. The Borrower hereby
represents and warrants in favor of the Agent, the Facing Bank and each Lender,
as follows:
(a) Each representation and warranty set forth in Article
5 of the Credit Agreement is hereby restated and affirmed as true and correct
in all material respects as of the date hereof, except to the extent previously
fulfilled in accordance with the terms of the Credit Agreement, as amended
previously or hereby, and to the extent relating specifically to the Closing
Date or otherwise inapplicable;
(b) The Borrower has the corporate power and authority to
enter into this Amendment and to do all acts and things as are required or
contemplated hereunder to be done, observed and performed by it;
(c) This Amendment has been duly authorized, validly
executed and delivered by Authorized Signatories, and this Amendment
constitutes the legal, valid and binding obligation of the Borrower enforceable
against it in accordance with its terms, subject, as to enforcement of
remedies, to the following qualifications: (i) an order of specific
performance and an injunction are discretionary remedies and, in particular,
may not be available where damages are considered an adequate remedy at law,
and (ii) enforcement may be limited by bankruptcy, insolvency, liquidation,
reorganization, reconstruction and other similar laws affecting enforcement of
creditors' rights generally (insofar as any such law relates to the bankruptcy,
insolvency or similar event of the Borrower); and
(d) the execution and delivery of this Amendment and the
Borrower's performance hereunder do not and will not require the consent or
approval of any regulatory authority or governmental authority or agency having
jurisdiction over the Borrower, nor be in contravention of or in conflict with
the certificate of incorporation or the by-laws of the Borrower, or the
provision of any statute, judgment, order, indenture, instrument, agreement, or
undertaking to which the Borrower is party or by which the Borrower's assets or
properties are or may become bound.
4. Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which,
taken together, shall constitute one and the same agreement.
-3-
5. Loan Documents. Each reference in the Credit Agreement or any
other Loan Document to the term "Credit Agreement" shall hereafter mean and
refer to the Credit Agreement as amended hereby or as the same may hereafter be
amended.
6. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.
7. Construction of Amendment. Each party acknowledges that it
has participated in the negotiation of this Amendment, and no provision of this
Amendment shall be construed against or interpreted to the disadvantage of any
party hereto or thereto by any court or other governmental or judicial
authority by reason of such party having or being deemed to have structured,
dictated or drafted such provision; that the Borrower at all times has had
access to an attorney in the negotiation of the terms of and in the preparation
and execution of this Amendment, and the Borrower has had the opportunity to
review and analyze this Amendment for a sufficient period of time prior to the
execution and delivery hereof; that all of the terms of this Amendment were
negotiated at arm's-length, and that this Amendment was prepared and executed
without fraud, duress, undue influence or coercion of any kind exerted by any
of the parties upon the others; and that the execution and delivery of this
Amendment is the free and voluntary act of the Borrower and each other party
hereto.
[Remainder of Page Intentionally Left Blank]
-4-
IN WITNESS WHEREOF, the parties hereto have caused their respective
duly authorized officers or representatives to execute, deliver and seal this
Amendment as of the day and year first above written, to be effective as of the
Closing Date.
BORROWER: KINDERCARE LEARNING CENTERS, INC.
By: /s/ Philip L. Maslowe
------------------------------------
Title: Executive Vice President
[CORPORATE SEAL] & Chief Financial Officer
Attest: /s/ Rebecca Bryan
------------------------------------
Title: Vice President & General
Counsel
AGENT: TORONTO DOMINION (TEXAS), INC., as
Agent for the Lenders
By: /s/ Diane Bailey
------------------------------------
Title: Vice President
FACING BANK: THE TORONTO-DOMINION BANK, acting
through its Houston Agency, as Facing
Bank
By: /s/ Diane Bailey
------------------------------------
Title: Mgr. Syndication &
Account Administration
LENDERS: THE TORONTO-DOMINION BANK
By: /s/ Diane Bailey
------------------------------------
Title: Mgr. Syndication &
Account Administration
[Sixth Amendment to
Credit Agreement for
KinderCare Learning
Centers, Inc.]
Page 1 of 2
| EX-10.(F6) | Last Page of 6 | TOC | 1st | Previous | Next | ↓Bottom | Just 6th |
|---|
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Timothy C. Huban
-------------------------------------
Title: Vice President-Commercial
Finance
NATIONSBANK, N.A. (SOUTH)
(SUCCESSOR-BY-MERGER TO NATIONSBANK
OF GEORGIA, NATIONAL ASSOCIATION)
By: /s/ Derrick C. Bell
-------------------------------------
Title: Corporate Finance Officer
ABN*AMRO BANK N.V., acting through
its Atlanta Agency
By: /s/ Larry Kelly/Steven L. Hipsman
-------------------------------------
Title: Group Vice
President/Vice President
FIRST ALABAMA BANK
By: /s/ Lee Clapp
-------------------------------------
Title: Senior Vice President
UNITED STATES NATIONAL BANK OF OREGON
By: /s/ Stephen Mitchell
-------------------------------------
Title: Vice President
SOUTHTRUST BANK OF ALABAMA, N.A.
By: /s/ Alan Long
-------------------------------------
Title: Vice President
[Sixth Amendment to
Credit Agreement for
KinderCare Learning
Centers, Inc.]
Page 2 of 2
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 8/29/96 |
| | 8/13/96 | | 1 |
| For Period End: | | 5/31/96 | | | | | | | 10-K/A |
| | 5/17/96 | | 1 |
| | 4/5/96 | | 1 |
| | 5/24/95 | | 1 |
| | 1/6/95 | | 1 |
| | 10/6/94 | | 1 |
| | 6/2/94 | | 1 |
| List all Filings |
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