EXHIBIT 99.1
SUBSCRIPTION AGENT AGREEMENT
Date:
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Computershare Trust Company of New York
00 Xxxx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn.: Reorganization Department
Gentlemen:
Pursuant to a proposed rights offering (the "Rights
Offering"), Childtime Learning Centers, Inc., a Michigan corporation (the
"Company"), is issuing to holders of record of its outstanding shares of common
stock, no par value (the "Common Stock"), at the close of business on _____ (the
"Record Date"), rights to subscribe for and purchase (each a "Right") one (1)
unit for each fifty-four (54) shares of Common Stock a shareholder owns (each, a
"Unit"), each Unit consisting of a number of shares of Common Stock having an
aggregate value of [$123.75] (the "Additional Common Stock") and $35 principal
amount of the Company's 15% Subordinated Notes due 2008 (the "Subordinated
Debt") at a purchase price of $[158.75] per Unit (the "Subscription Price"),
payable by cashier's or certified check (or, in the case of holders of
subordinated promissory notes issued by the Company's wholly-owned subsidiary,
Childtime Childcare, Inc., such subordinated promissory notes duly assigned or
endorsed to the Company), upon the terms and conditions set forth herein. A
total of 100,000 Units are being offered pursuant to the Rights Offering. The
term "Subscribed" shall mean submitted for purchase from the Company by a
shareholder in accordance with the terms of the Rights Offering, and the term
"Subscription" shall mean any such submission. The Rights Offering will expire
at _____, New York City Time, on _____ (the "Expiration Time"), unless the
Company shall have extended the period of time for which the Rights Offering is
open, in which event the term "Expiration Time" shall mean the latest time and
date at which the Rights Offering, as so extended by the Company from time to
time, shall expire.
The Company filed a Registration Statement relating to the
Units with the Securities and Exchange Commission under the Securities Act of
1933, as amended, on _____. Said Registration Statement was declared effective
on _____. The terms and conditions of the Rights Offering are more fully
described in the prospectus forming part of the Registration Statement as it was
declared effective (the "Prospectus"), and the accompanying "Instructions as to
the Use of Rights Subscription Certificates" (the "Instructions"). Copies of the
Prospectus, the Instructions and the Notice of Guaranteed Delivery are annexed
hereto as Exhibit 1, Exhibit 2 and Exhibit 3,
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respectively. Copies of the forms of Letter to Shareholders of Record, Letter to
Brokers and Other Nominees, Letter from Brokers and Other Nominees to Beneficial
Owners of Common Stock, Instructions by Beneficial Owners to Brokers or Other
Nominees and Nominee Holder Certification are also annexed hereto as Exhibit 5,
Exhibit 6, Exhibit 7, Exhibit 8 and Exhibit 9, respectively. All terms used and
not defined in this Subscription Agent Agreement (this "Agreement") shall have
the same meaning as in the Prospectus. Promptly after the Record Date, the
Company will provide you with a list of holders of Common Stock who each own at
least 54 shares of Common Stock as of the Record Date (the "Record Shareholders
List").
The Rights are evidenced by non-transferable rights
subscription certificates (the "Certificates"), the form of which is annexed
hereto as Exhibit 4. The Certificates entitle the holders to subscribe, upon
payment of the Subscription Price, for Units at the rate of one (1) Unit for
each Right evidenced by a Certificate (the "Basic Subscription Privilege"). No
fractional shares of Common Stock will be issued. In addition, subject to
pro-rata allocation, each Right also entitles the holder thereof, so long as
such holder has fully exercised the holder's Rights pursuant to the Basic
Subscription Privilege, to subscribe at the Subscription Price for additional
Units, not to exceed the number of Units available for such holder to purchase
under the Basic Subscription Privilege (the "Over-Subscription Privilege"), up
to the maximum number of Units offered by the Prospectus. Units will be
available for purchase pursuant to the Over-Subscription Privilege only to the
extent that all the Units are not Subscribed for through the exercise of the
Basic Subscription Privilege by the Expiration Time. Reference is made to the
Prospectus for a complete description of the Basic Subscription Privilege and
the Over-Subscription Privilege.
Exhibits 1 through 9 shall be referred to collectively in this
Agreement as the "Subscription Documents."
The Company hereby appoints you as Subscription Agent (the
"Subscription Agent") for the Rights Offering and agrees with you as follows:
1. As Subscription Agent, you are authorized and directed to:
(A) issue the Certificates and Units purchased
pursuant thereto in accordance with this
Agreement in the names shown on the Record
Shareholders List, keep such records as are
necessary for the purpose of recording such
issuance, and furnish a copy of such records
to the Company. The Certificates may be
signed on behalf of the Subscription Agent
by the manual or facsimile signature of a
Vice President or Assistant Vice President
of the Subscription Agent, or by the manual
signature of any of its other authorized
officers;
(B) promptly after you receive the Record
Shareholders List:
(i) mail or cause to be mailed, by
first class mail, to each Rights
holder whose address of record is
within the United States and
Canada, (a) a Certificate
evidencing the Rights to which such
holder is entitled under the Rights
Offering, (b) a copy
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of the Subscription Documents and
(c) a return envelope addressed to
the Subscription Agent; and
(ii) mail or cause to be mailed, by air
mail, to each Rights holder whose
address of record is outside the
United States and Canada, or is an
A.P.O. or F.P.O. address (a) a copy
of the Prospectus, (b) a Notice of
Guaranteed Delivery and (c) the
Instructions. You shall refrain
from mailing Certificates issuable
to any holder whose address of
record is outside the United States
and Canada, or is an A.P.O. or
F.P.O. address, and hold such
Certificates for the account of
such holder subject to such holder
making satisfactory arrangements
with the Subscription Agent for the
exercise or other disposition of
the Rights evidenced thereby, and
follow the instructions of such
holder for the exercise, sale or
other disposition of such Rights if
such instructions are received at
or before 11:00 a.m., New York City
Time, on _____;
(C) accept Subscriptions upon the due exercise
(including payment of the Subscription
Price) on or prior to the Expiration Time of
Rights in accordance with the terms of the
Certificates and the Prospectus;
(D) subject to the next sentence, accept
Subscriptions from shareholders whose
Certificates are alleged to have been lost,
stolen or destroyed upon receipt by you of
an affidavit of theft, loss or destruction
and a bond of indemnity in form and
substance satisfactory to you, accompanied
by payment of the Subscription Price for the
total number of Units subscribed for. Upon
receipt of such affidavit and bond of
indemnity and compliance with any other
applicable requirements, stop orders shall
be placed on said Certificates and you shall
withhold delivery of the Units subscribed
for until after the Certificates have
expired and it has been determined that the
Rights evidenced by the Certificates have
not otherwise been purported to have been
exercised or otherwise surrendered;
(E) accept Subscriptions, without further
authorization or direction from the Company,
without procuring supporting legal papers or
other proof of authority to sign (including
without limitation proof of appointment of a
fiduciary or other person acting in a
representative capacity), and without
signatures of co-fiduciaries,
co-representatives or any other person:
(i) if the Certificate is registered in
the name of a fiduciary and is
executed by and the Units are to be
issued in the name of such
fiduciary;
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(ii) if the Certificate is registered in
the name of joint tenants and is
executed by one of the joint
tenants, provided the certificate
representing the Units are issued
in the names of, and is to be
delivered to, such joint tenants;
(iii) if the Certificate is registered in
the name of a corporation and is
executed by a person in a manner
which appears or purports to be
done in the capacity of an officer,
or agent thereof, provided the
Units are to be issued in the name
of such corporation; or
(iv) if the Certificate is registered in
the name of an individual and is
executed by a person purporting to
act as such individual's executor,
administrator or personal
representative, provided, the Units
are to be registered in the name of
the subscriber as executor or
administrator of the estate of the
deceased registered holder and
there is no evidence indicating the
subscriber is not the duly
authorized representative that he
purports to be;
(F) accept Subscriptions not accompanied by Certificates if
submitted by a firm having membership in the New York Stock Exchange or another
national securities exchange or by a commercial bank or trust company having an
office in the United States together with the Notice of Guaranteed Delivery and
accompanied by proper payment for the total number of Units Subscribed for;
(G) refer to the Company for specific instructions as to
acceptance or rejection of Subscriptions received after the Expiration Time,
Subscriptions not authorized to be accepted pursuant to this Paragraph 1, and
Subscriptions otherwise failing to comply with the requirements of the
Prospectus and the terms and conditions of the Certificates;
(H) upon acceptance of a Subscription:
(i) promptly following the Expiration Time you shall
distribute to the Company the funds in such account
and cause delivery of the share certificates
evidencing the Additional Common Stock and the debt
instruments evidencing the Subordinated Debt issuable
with respect to Subscriptions which have been
accepted;
(ii) advise the Company daily by telecopy and confirm by
letter, or by electronic mail, to the attention of
Xxxxx Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxx.xxx) (the
"Company Representative"), with copies to the
Xxxxxxxx Partners, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxx
Xxxx, XX 00000-0000, Attn: Xxxxxx Xxxxxxx
(xxxxxxxx@xxxxxxxxxxxxxxxx.xxx), as to the total
number of Units Subscribed for, total number of Units
sold,
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and the amount of funds received, with cumulative
totals for each; and in addition, advise the Company
Representative, by telephone at (000) 000-0000,
confirmed by telecopy, of the amount of funds
received identified in accordance with (i) above,
deposited, available or transferred in accordance
with (i) above, with cumulative totals; and
(iii) as promptly as possible but in any event on or
before 3:30 p.m., New York City Time, on the first
full business day following the Expiration Time,
advise the Company Representative in accordance with
(ii) above of the number of Units Subscribed for,
the number of Subscription guarantees received and
the number of Units Subscribed for pursuant to such
guarantees;
(I) upon completion of the Rights Offering, you shall
requisition share certificates from the transfer agent for the Company (the
"Transfer Agent") for the Additional Common Stock and debt instruments from the
Company evidencing the Subordinated Debt (such share certificates and debt
instruments are referred to in this Agreement as the "Unit Documents") to
satisfy the Subscriptions accepted.
2. The Certificates and Unit Documents shall be issued in
registered form only. The Company shall appoint and have in office at all times
a Transfer Agent and Registrar for the Additional Common Stock and a trustee
(the "Trustee") for the Subordinated Debt, which shall keep books and records of
the registration and transfers and exchanges of any Unit Documents (such books
and records are hereinafter called the "Unit Register"). The Company shall
promptly notify the Transfer Agent and Registrar and the Trustee of the exercise
of any Certificates. The Company shall promptly notify you of any change in the
Transfer Agent and Registrar or the Trustee.
3. You will follow your regular procedures to attempt to
reconcile any discrepancies between the number of Units that any Certificate may
indicate are to be issued to a shareholder and the number that the Record
Stockholders List indicates may be issued to such shareholder. In any instance
where you cannot reconcile such discrepancies by following such procedures, you
will consult with the Company for instructions as to the number of Units, if
any, you are authorized to issue. In the absence of such instructions, you are
authorized not to issue any Units to such shareholder.
4. You will examine the Certificates received by you as
Subscription Agent to ascertain whether they appear to you to have been
completed and executed in accordance with the Instructions. In the event you
determine that any Certificate does not appear to you to have been properly
completed or executed, or where the Certificates do not appear to you to be in
proper form for Subscription, or any other irregularity in connection with the
Subscription appears to you to exist, you will follow, where possible, your
regular procedures to attempt to cause such irregularity to be corrected. You
are not authorized to waive any irregularity in connection with the
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Subscription, unless you shall have received from the Company the Certificate
which was delivered, duly dated and signed by an authorized officer of the
Company, indicating that any irregularity in such Certificate has been cured or
waived and that such Certificate has been accepted by the Company. If any such
irregularity is neither corrected nor waived, you will return to the subscribing
shareholder (at your option by either first class mail under a blanket surety
bond or insurance protecting you and the Company from losses or liabilities
arising out of the non-receipt or nondelivery of Certificates or by registered
mail insured separately for the value of such Certificates) to such
shareholder's address as set forth in the Subscription any Certificates
surrendered in connection therewith, any other documents received with such
Certificates and a letter of notice to be furnished by the Company explaining
the reasons for the return of the Certificates and other documents.
5. Each document received by you relating to your duties
hereunder shall be dated and time stamped when received.
6. (A) For so long as this Agreement shall be in effect, the
Company will reserve for issuance and keep available free from preemptive rights
a sufficient number of Units to permit the exercise in full of all Rights issued
pursuant to the Rights Offering. Subject to the terms and conditions of this
Agreement, you will request the Transfer Agent to issue share certificates
evidencing the Additional Common Stock and you will request the Company to
issue, through the Trustee, debt instruments evidencing the Subordinated Debt,
as required from time to time in order to effectuate the Subscriptions.
(B) The Company shall take any and all action,
including without limitation obtaining the authorization, consent, lack of
objection, registration or approval of any governmental authority, or the taking
of any other action under the laws of the United States of America or any
political subdivision thereof, to insure that (i) all shares of Additional
Common Stock issuable upon the exercise of the Certificates at the time of
delivery of the share certificates therefor (subject to payment of the
Subscription Price) will be duly and validly issued and fully paid and
nonassessable shares of Common Stock, free from all preemptive rights and taxes,
liens, charges and security interests created by or imposed upon the Company
with respect thereto, and (ii) all Subordinated Debt issuable upon the exercise
of the Certificates at the time of delivery of the debt instruments therefor
(subject to payment of the Subscription Price) will be validly issued and
outstanding.
(C) The Company shall from time to time take all
action necessary or appropriate to obtain and keep effective all registrations,
permits, consents and approvals of the Securities and Exchange Commission and
any other governmental agency or authority and make such filings under United
States federal and state laws which may be necessary or appropriate in
connection with the issuance, sale, transfer and delivery of the Units or the
Additional Common Stock and Subordinated Debt issued upon exercise of the
Rights.
7. If Unit Documents are to be delivered by you to a person
other than the person in whose name a surrendered Certificate is registered, you
will issue no Unit
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Documents until the Certificate so surrendered has been properly endorsed (or
otherwise put in proper form for transfer) and the person requesting such
exchange has paid any transfer or other taxes or other taxes or governmental
charges required by reason of the issuance of the Unit Documents in a name other
than that of the registered holder of the Certificate surrendered, or has
established to your satisfaction that any such tax or charge either has been
paid or is not payable.
8. Should any issue arise regarding federal income tax
reporting or withholding, you will take such action as the Company instructs you
in writing.
9. Unless terminated earlier by the parties hereto, this
Agreement shall terminate in accordance with this Section 9 at the option of
either you or us. Upon any termination of this Agreement, you shall promptly
deliver to us any certificates, funds or other property related to the Rights
Offering then held by you. After such time, any party entitled to such
certificates, funds or property shall look solely to us or to our appointed
agents and all of your liability with respect thereto shall cease.
(A) Upon providing written notice, either party may
immediately terminate this agreement upon the occurrence of any of the
following: (i) any breach of any material provision of this Agreement and, where
the breach is capable of remedy, failure to remedy the breach within 30 days
after receiving written notice of such breach; (ii) any breach of any material
provision of this agreement that is not capable of remedy; (iii) any party: (a)
files a petition or otherwise commences, authorizes or acquiesces in the
commencement of a proceeding or cause of action under any bankruptcy,
insolvency, reorganization or similar law, or has any such petition filed or
commenced against it; (b) makes any assignment or general arrangement for the
benefit of creditors; or (c) has a liquidator, administrator, receiver, trustee,
conservator or similar official appointed with respect to it or any substantial
portion of its property or assets; or (iv) any failure to make, when due, any
payment required to be made under the Agreement if such failure is not remedied
within twenty (20) Business Days after written notice. For purposes of this
Agreement, "Business Day" means any day that is not a Saturday, a Sunday or a
legal holiday on which the Company or you are not open for business.
(B) Notwithstanding the foregoing, you may, upon
providing written notice, immediately resign as agent hereunder and discontinue
the provision of the services as Subscription Agent if you believe that
providing such services may expose you to legal, regulatory or financial
liability.
10. As agent for the Company hereunder, you:
(A) shall have no duties or obligations other than
those specifically set forth herein or as may subsequently be agreed to in
writing by you and the Company;
(B) shall have no obligation to issue any Units
unless the Company, through the Transfer Agent, shall have provided a sufficient
number of certificates to evidence the Additional Common Stock and the Company
has provided, through the Trustee, a sufficient number of debt instruments to
evidence the Subordinated Debt;
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(C) shall be regarded as making no representations
and having no responsibilities as to the validity, value, or genuineness of any
Certificates surrendered to you hereunder or Units issued in exchange therefor,
and will not be required to or be responsible for and will make no
representations as to, the validity, sufficiency, value or genuineness of the
Rights Offering;
(D) shall not be obligated to take any legal action
hereunder; if, however, you determine to take any legal action hereunder, and
where the taking of such action might, in your judgment, subject or expose you
to any expense or liability you shall not be required to act unless you shall
have been furnished with an indemnity satisfactory to you;
(E) may rely on and shall be fully authorized and
protected in acting or failing to act upon any certificate, instrument, opinion,
notice, letter, telegram, telex, facsimile transmission or other document or
security delivered to you and believed by you to be genuine and to have been
signed by the proper party or parties;
(F) shall not be liable or responsible for any
recital or statement contained in the Prospectus or any other documents relating
thereto;
(G) shall not be liable or responsible for any
failure on the part of the Company to comply with any of its covenants and
obligations relating to the Rights Offering, including the Company's obligations
under applicable securities laws;
(H) may rely on and shall be fully authorized and
protected in acting upon the written, telephonic or oral instructions with
respect to any matter relating to you acting as Subscription Agent covered by
this Agreement (or supplementing or qualifying any such actions) of officers of
the Company;
(I) may consult with counsel satisfactory to you, and
the advice of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered, or omitted by you hereunder
in good faith and in accordance with the advice of such counsel;
(J) may perform any of your duties hereunder either
directly or by or through agents or attorneys and you shall not be liable or
responsible for any misconduct or negligence on the part of any agent or
attorney appointed with reasonable care by you hereunder; and
(K) are not authorized, and shall have no obligation,
to pay any brokers, dealers, or soliciting fees to any person.
(L) shall not be liable for any action taken or
omitted to be taken in connection with this Agreement, except that you shall be
liable for direct losses arising out of your gross negligence, willful
misconduct or bad faith. Any liability of you shall be limited to the amount of
fees paid by the Company to you in the preceding twelve (12) months for the
services, it being understood that the services could not be provided to
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the Company by you at the prices set forth herein without the foregoing
liability limitation. Under no circumstances shall you be liable for any
special, indirect, incidental, punitive or consequential loss or damage of any
kind whatsoever (including, but not limited to, lost profits), even if you have
been advised of the possibility of such loss or damage.
(M) This Section 10 shall survive the termination of
this Agreement or the removal or resignation of you hereunder.
11. In the event any question or dispute arises with respect
to the proper interpretation of the Rights Offering or your duties hereunder or
the rights of the Company or of any shareholders surrendering Certificates
pursuant to the Rights Offering, you shall not be required to act and shall not
be held liable or responsible for your refusal to act until the question or
dispute has been judicially settled (and, if appropriate, you may file a suit in
interpleader or for a declaratory judgment for such purpose) by final judgment
rendered by a court of competent jurisdiction, binding on all parties interested
in the matter which is no longer subject to review or appeal, or settled by a
written document in form and substance satisfactory to you and executed by the
Company and each such stockholder and party. In addition, you may require for
such purpose, but shall not be obligated to require, the execution of such
written settlement by all the stockholders and all other parties that may have
an interest in the settlement.
12. Any instructions given to you orally, as permitted by any
provision of this Agreement, shall be confirmed in writing by the Company as
soon as practicable. You shall not be liable or responsible and shall be fully
authorized and protected for acting, or failing to act, in accordance with any
oral instructions which do not conform with the written confirmation received in
accordance with this Section.
13. Whether or not any Certificates are surrendered to you,
for your services as Subscription Agent hereunder, the Company shall pay to you
compensation in accordance with Exhibit A attached hereto, together with
reimbursement for out-of-pocket expenses, including reasonable fees and
disbursements of counsel (subject to advance approval by the Company) subject to
the receipt of reasonably satisfactory documentation thereof and in accordance
with Exhibit A.
14. The Company shall indemnify you (and your officers,
directors, employees, agents, attorneys and affiliates) for, and hold you
harmless against, any loss, liability, damage, judgment, fine, penalty, claim,
demand, settlement, cost or expense ("Loss") arising out of or in connection
with its acceptance or administration of, or performance under, this Agreement,
including, without limitation, the costs and expenses of defending yourself
against any Loss, unless such Loss shall have been determined by a court of
competent jurisdiction to be a result of your gross negligence or willful
misconduct. Any costs and expenses incurred in enforcing this right of
indemnification shall be paid by the Company. This Section 14 shall survive the
termination of this Agreement or the removal or your resignation hereunder.
15. If any provision of this Agreement shall be held illegal,
invalid, or unenforceable by any court, this Agreement shall be construed and
enforced as if such
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provision had not been contained herein and shall be deemed an Agreement among
us to the full extent permitted by applicable law.
16. The Company represents and warrants that (a) it is duly
incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation, (b) the making and consummation of the Rights
Offering and the execution, delivery and, performance of all transactions
contemplated thereby (including without limitation this Agreement) have been
duly authorized by all necessary corporate action and will not result in a
breach of or constitute a default under the certificate of incorporation or
bylaws of the Company or any indenture, agreement or instrument to which it is a
party or is bound, (c) this Agreement has been duly executed and delivered by
the Company and constitutes the legal, valid, binding and enforceable obligation
of it, (d) the Rights Offering will comply in all material respects with all
applicable requirements of law and (e) to the best of its knowledge, there is no
litigation pending or threatened against the Company as of the date hereof in
connection with the Rights Offering.
17. In the event that any claim of inconsistency between this
Agreement and the terms of the Rights Offering arise, as they may from time to
time be amended, the terms of the Rights Offering shall control, except with
respect to the duties, liabilities and rights, including compensation and
indemnification of you as Subscription Agent, which shall be controlled by the
terms of this Agreement.
18. Set forth in Exhibit B hereto is a list of the names and
specimen signatures of the persons authorized to act for the Company under this
Agreement. The Secretary of the Company shall, from time to time, certify to you
the names and signatures of any other persons authorized to act for the Company
under this Agreement.
19. Except as expressly set forth elsewhere in this Agreement,
all notices, instructions and communications under this Agreement shall be in
writing, shall be effective upon receipt and shall be addressed, if to the
Company, to its address set forth beneath its signature to this Agreement, or,
if to the Subscription Agent, to Computershare Trust Company of New York, 00
Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Reorganization
Department, or to such other address as a party hereto shall notify the other
parties.
20. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York (without reference to choice
of law principles).
21. (A) In the event that either party receives a request or
becomes legally compelled to disclose any confidential information belonging to
the other party (whether by oral questions, interrogatories, requests for
information or documents, subpoena or similar process), recipient will provide
the other party with prompt notice so that it may seek a protective order or
other appropriate relief and/or waive the right to demand compliance with the
provisions of this Agreement. In the event that the party who owns the
confidential information waives the right to demand compliance, or is denied a
protective order or other relief by the highest court or other tribunal of
appropriate
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jurisdiction, recipient may disclose, without liability hereunder, only that
portion of the confidential information that recipient is legally obligated to
disclose.
(B) This Section 21 shall survive the termination of
this Agreement or your removal or resignation hereunder.
22. Neither party shall be liable to the other, or held in
breach of this Agreement, if prevented, hindered, or delayed in performance or
observance of any provision contained herein by reason of act of God, riots,
acts of war, acts of terrorism, epidemics, governmental action or judicial
order, earthquakes, or any other similar cause beyond such party's reasonable
control (including, but not limited to, mechanical, electronic or communications
interruptions, disruptions or failures). Performance times under this Agreement
shall be extended for a period of time equivalent to the time lost because of
any delay that is excusable under this Section.
23. If any part of this Agreement, for any reason, is declared
invalid, it shall be deemed restated to reflect as nearly as possible in
accordance with applicable law the original intentions of the parties. The
remainder of this Agreement shall continue in effect as if the Agreement had
been entered into without the invalid portion.
24. The relationship of the parties to each other in the
execution and performance of the Agreement shall be that of independent
contractors. Nothing in the Agreement or with respect to your obligations or
services in connection with the Agreement shall constitute you a fiduciary of
the Company or any other person.
25. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered will be an original
hereof, and it will not be necessary in making proof of this Agreement to
produce or account for more than one counterpart hereof.
26. This Agreement sets forth the full understanding between
the parties with respect to its subject matter and integrates all prior
agreements, discussions and understandings.
27. This Agreement may not be amended or modified in any
manner except by a written agreement duly authorized and executed by both
parties. Any duly authorized Officer may amend any certificate naming Officers
authorized to execute and deliver certificates, instructions, notices or other
instruments, provided such amendment is certified by the Company's Secretary,
and the Secretary may amend any certificate listing the shares of capital stock
of the Company for which you perform services hereunder.
28. This Agreement shall extend to and shall be binding upon
the parties hereto and their respective successors and assigns.
29. Neither party may assign this Agreement without the prior
written consent of the other party, except that either party may, without the
consent of the other party,
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assign the Agreement to an affiliate of that party or a purchaser of all or
substantially all of that party's assets used in connection with performing this
Agreement.
30. The provisions of the Agreement are intended to benefit
only you and the Company, and no rights shall be granted to any other person by
virtue of this Agreement.
Please acknowledge receipt of this letter and confirm your
agreement concerning your appointment as Subscription Agent, and the
arrangements herein provided, by signing and returning the enclosed copy hereof,
whereupon this Agreement and your acceptance of the terms and conditions herein
provided shall constitute a binding Agreement between us.
Very truly yours,
CHILDTIME LEARNING CENTERS, INC.
By: ________________________________
Name:
Title:
Address for notices:
00000 Xxxx Xxx Xxxx Xxxx,
Xxxxx 000
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
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Accepted as of the date above first written:
COMPUTERSHARE TRUST COMPANY OF NEW YORK,
AS SUBSCRIPTION AGENT
By: ________________________________
Name:
Title:
COMPUTERSHARE TRUST COMPANY OF NEW YORK
Exhibit 1 Prospectus
Exhibit 2 Instructions as to Use of Rights
Subscription Certificates
Exhibit 3 Notice of Guaranteed Delivery
Exhibit 4 Form of Rights Subscription
Certificate
Exhibit 5 Form of Letter to Shareholders of
Record
Exhibit 6 Form of Letter to Brokers and other
Nominees
Exhibit 7 Form of Letter from Brokers or
Other Nominees to Beneficial Owners
of Common Stock
Exhibit 8 Form of Instructions by Beneficial
Owners to Brokers or Other Nominees
Exhibit 9 Form of Nominee Holder
Certification
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EXHIBIT A
COMPUTERSHARE TRUST COMPANY OF NEW YORK
Schedule of Fees
As
Subscription Agent
------------------------------------------------------------------------------------------------------------------------------------
I. Set up and Administrative Fee $7,500
II. Processing Basic Subscriptions, each $14.00
III. Issuing split-ups of subscription certificates, each $10.00
IV. Issuing subscription certificates to record date holders, each $5.00
V. Processing oversubscriptions, including proration and refunds $10.00
VI. Sale of Rights for holders, each $10.00
VII. Subscriptions requiring additional handling (window items, defective
presentations, correspondence items, legal items,
and items not providing a taxpayer identification number), each $10.00
VIII. Processing Guarantee of Delivery items, each $10.00
IX. Special Services By Appraisal
X. Out-of-pocket Expenses (including but not limited to postage,
stationery, telephone, overnight couriers, messengers,
overtime, transportation, shipping and trucking, etc.) Additional
XI. Minimum Fee $15,000
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