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EXHIBIT 10.3
REVOLVING CREDIT NOTE
$25,000,000.00 March 30, 2000
Boston, Massachusetts
FOR VALUE RECEIVED, the undersigned, Bright Horizons Family Solutions,
Inc., a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the
order of Fleet National Bank, a national banking association (the "Lender") the
principal sum of TWENTY FIVE MILLION DOLLARS ($25,000,000.00) (or, if less, the
aggregate unpaid principal amount of all Advances made by the Lender to the
Borrower pursuant to the Credit Agreement as hereinafter defined), together
with interest on the unpaid principal from time to time outstanding at the rate
or rates and computed and payable at the times as described in the Credit
Agreement. This principal amount of the note shall be paid in accordance with
the terms and conditions of the Credit Agreement and the entire balance of
outstanding principal and accrued and unpaid interest shall be paid in full on
June 30, 2005.
This note represents indebtedness for one or more Advances made by the
Lender to the Borrower under the Credit Agreement dated as of March 30, 2000
(as the same may be amended, modified or supplemented from time to time, the
"Credit Agreement") by and among the Borrower, the Lenders from time to time
parties thereto, and Fleet National Bank, as Agent for the Lenders (the
"Agent"). Capitalized terms used herein and not otherwise defined shall have
the meaning set forth in the Credit Agreement.
The Borrower shall have the right, at any time, to voluntarily prepay
all or any part of the outstanding principal amount of this note subject to the
provisions of the Credit Agreement.
In addition to the payment of interest as provided above, the Borrower
shall, on demand, pay interest on any overdue installments of principal and, to
the extent permitted by applicable law, on overdue installments of interest at
the rate set forth in the Credit Agreement.
If any payment of principal or interest due hereunder is not made
within ten (10) days of its due date, the Borrower will pay to the Agent for
the account of the Lender, on demand, a late payment charge equal to the amount
set forth in the Credit Agreement.
The holder of this note is entitled to all the benefits and rights of
a Lender under the Credit Agreement to which reference is hereby made for a
statement of the terms and conditions under which the entire unpaid balance of
this note, or any portion hereof, shall become immediately due and payable.
The Borrower hereby waives presentment, demand, notice, protest and
other demands and notices in connection with the delivery, acceptance or
enforcement of this note.
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No delay or omission on the part of the holder of this note in
exercising any right hereunder shall operate as a waiver of such right or of
any other right under this note, and a waiver, delay or omission on any one
occasion shall not be construed as a bar to or waiver of any such right on any
future occasion.
The Borrower hereby agrees to pay on demand all reasonable costs and
expenses, including, without limitation, reasonable attorneys' fees and legal
expenses, incurred or paid by the Agent or the holder of this note in enforcing
this note on default.
All agreements between the Borrower and the Lender are hereby
expressly limited so that in no contingency or event whatsoever, whether by
reason of acceleration of maturity of the indebtedness evidenced hereby or
otherwise, shall the amount paid or agreed to be paid to the Lender for the use
or the forbearance of the indebtedness evidenced hereby exceed the maximum
permissible under applicable law. As used herein, the term "applicable law"
shall mean the law in effect as of the date hereof; provided, however, that in
the event there is a change in the law which results in a higher permissible
rate of interest, then this note shall be governed by such new law as of its
effective date. In this regard, it is expressly agreed that it is the intent of
the Borrower and the Lender in the execution, delivery and acceptance of this
note to contract in strict compliance with the laws of the Commonwealth of
Massachusetts from time to time in effect. If, under or from any circumstances
whatsoever, fulfillment of any provision hereof at the time of performance of
such provision shall be due, shall involve transcending the limit of such
validity prescribed by applicable law, then the obligation to be fulfilled
shall automatically be reduced to the limits of such validity, and if under or
from circumstances whatsoever the Lender should ever receive as interest an
amount which would exceed the amount collectible at the highest lawful rate,
such amount which would be excessive interest shall be applied to the reduction
of the principal balance evidenced hereby and not to the payment of interest.
This provision shall control every other provision of all agreements between
the Borrower and the Lender.
EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY LAW, THE BORROWER HEREBY
WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING
OUT OF ANY DISPUTE IN CONNECTION WITH THE CREDIT AGREEMENT, THIS NOTE OR ANY OF
THE OTHER LENDER AGREEMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER
OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EXCEPT TO THE EXTENT
EXPRESSLY PROHIBITED BY LAW, THE BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE
TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THE PRECEDING SENTENCE ANY
SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER
THAN, OR IN ADDITION TO, ACTUAL DAMAGES. THE BORROWER (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY LENDER OR THE AGENT HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH LENDER OR THE AGENT WOULD NOT, IN THE EVENT
OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (B)
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ACKNOWLEDGES THAT THE AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO
THIS NOTE, THE CREDIT AGREEMENT AND THE OTHER LENDER AGREEMENTS TO WHICH THEY
ARE PARTIES BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED
HEREIN.
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This note shall be deemed to be under seal, and all rights and
obligations hereunder shall be governed by the laws of The Commonwealth of
Massachusetts (without giving effect to any conflicts of law provisions
contained therein).
Bright Horizons Family Solutions, Inc.
By:
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Name:
Title:
