HOUSE_OVERSIGHT_024432

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No. Copy: _________________ 
Recipient _____________________________________ 
CONFIDENTIAL 
Private Placement Memorandum 
Dated September 27, 2006 
$1,000,000,000 
KNOWLEDGE UNIVERSE EDUCATION L.P. 
KUE Management Inc. 
Investment Units consisting of Common Limited Partner Units of 
Knowledge Universe Education LP and Class A Ordinary Shares of 
KUE Management Inc. 
Knowledge Universe Education L.P. ("KUE," and, together with its subsidiaries, the "Company") is a 
Cayman Islands exempted limited partnership. KUE Management Inc. is a Cayman Islands exempted 
company and the sole general partner of KUE (the "General Partner"). KUE is the indirect controlling 
stockholder of Knowledge Learning Corporation ("KLC"), the largest for-profit early childhood care and 
education company in the U.S., which operates approximately 2,500 locations in 39 states. 
We are offering investment units (the "Units"), each comprised of one Common limited partner unit 
("Common LP Unit") in KUE and one Class A ordinary share of the General Partner ("Class A Share"), for 
$1,000 per Unit. We are offering the Units on a strictly confidential basis pursuant to a private placement 
with Goldman, Sachs & Co. and Credit Suisse acting as placement agents (the "Agents"), subject to 
various conditions, exclusively to accredited investors. We intend to use the net proceeds from the sale 
of the Units to expand operations, including through strategic acquisitions in the U.S. and internationally, 
to develop new products and services, to repay certain existing indebtedness and for other corporate 
purposes. We reserve the right to withdraw, cancel or modify the offer and to reject orders in whole or in 
part. The offering is expected to be completed in one or more closings on or prior to March 31, 2007. 
The Units and the underlying Common LP Units and Class A Shares have not been, nor will they 
be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or 
qualified u

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