EXHIBIT 4.5 FIRST AMENDMENT TO CREDIT AGREEMENT

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                                   EXHIBIT 4.5
                       FIRST AMENDMENT TO CREDIT AGREEMENT

FIRST                                                  NBD Bank
CHICAGO                                                000 Xxxxxxxx Xxxxxx
XXX                                                    Xxxx Xxxxx XX0-0000
                                                       Xxxxxxx, XX 00000
                                                       Telephone: (000) 000-0000
                                                       Fax: (000) 000-0000

Xxxxxx X. Xxxx
Vice President

April 1, 1999

Mr. Xxxxxxx Xxxxxx
Chief Financial Officer
Childtime Childcare, Inc.
00000 Xxxx 00 Xxxx Xxxx, Xxxxx 000
Xxxxxxxxxx Xxxxx, XX  00000

Dear Xxxx:

This letter serves to confirm that Childtime Childcare, Inc. has requested a
$5,000,000 reduction in the Revolving Credit that NBD Bank provides to Childtime
as described in the February 1, 1996 Credit Agreement. This reduction will
become effective on April 5, 1999 and will reduce the commitment amount to
$5,000,000. We will eliminate the unavailable tranche of the facility.

The $5,000,000 Revolving Credit will continue to include a sub-limit for letters
of credit in amounts not to exceed $1,275,000 in aggregate. The Revolving Credit
shall continue to have a maturity date of January 31, 2002.

If you have any questions, please do not hesitate to call me. Otherwise, please
acknowledge your agreement to the terms stated above by signing below and
returning this letter to my attention, first by fax and then by mail.

Sincerely,

/s/ XXXXXX X. XXXX

Acknowledged and Agreed to this 2 day of April, 1999

CHILDTIME CHILDCARE, INC.

By: /s/ Xxxxxxx X. Xxxxxx

Its: CFO


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