Every indexed document

including risks associated with unanticipated

which often results in increased acquisition prices. There can be no

consummate such transactions on favorable

may be subject to risks in addition to those discussed below.

the following factors relating to the business of the Company and this

as if those transactions and related financing had occurred on January 1

except for weekly tuition) Fiscal Year Ended December 31

please see KLC's GAAP financial statements and those of KinderCare

2004. The rental income received by KLC PropCo in all periods presented is primarily

as if those transactions and related financing had occurred on

2/11ths will be allocated or held for the benefit of persons other

KUE LLC will contribute all of its assets to KUE. In addition

cash equivalents and senior capitalization as of December 31

2006 under the Fixed Overhead Payment Agreement)

$150 million of existing debt plus accrued interest (including through application of a

(H) to develop new products and services

then the sale process will be managed by the

transactions and arrangements described in

and the Fixed Overhead Payment described above

or any other transaction that the Independent