Every indexed document

subject to a prepayment premium equal to 8.32% for

particularly the risk factor related to projected financial statements

together with the lease of KLC PropCo-owned centers to KLC OpCo

requiring KLC OpCo to fund all property taxes

carries an initial term of 15 years with two extensions available for five years

the proceeds of which were used to repay KLC OpCo debt. The table below

which are referred to as KLC PropCo. In October 2005

at the option of the KSI Parent upon a sale of KSI

pursuant to which they may be required to sell a pro rata portion of their

or a transfer of securities by any of the Parent Entities resulting in the

to the extent they are accredited investors

and KSI pursues no other businesses independent of holding

consolidate or sell all or substantially all of KLC's assets and the

making loans or otherwise transferring assets to

plus any accrued and unpaid interest. On or prior to February 1

2015 (the ""Notes"") in connection with the KinderCare acquisition and related

consolidations and similar combinations; sell assets or engage in similar

we will accrue expenses ranging from $2.6 million in 2006 to $15.2 million in 2011 if our

see the discussion below under the heading ""- Long Term Incentive Plan.""

general and administrative (SG&A) expenses