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EXHIBIT 9
July 6, 2000
▇▇▇▇▇▇▇▇ Partners
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
RE: CHILDTIME LEARNING CENTERS, INC. (THE "COMPANY")
Gentlemen:
In connection with the execution and delivery of the letter agreement dated
today between ▇▇▇▇▇▇▇▇ Partners ("JP") and the Company regarding your provision
of management and financial consulting services, we have agreed as follows:
1) JP will have the right, subject to compliance with all applicable securities
laws, rules and regulations, to acquire, from time to time, shares of the
Company's common stock ("Shares") owned by KD Partners II or Childcare
Associates (each, a "KD Entity") equal to the (a) number of Shares then owned by
such KD Entity, multiplied by (b) the percentage interest of such KD Entity
owned by the investor or investors then wishing to have such KD Entity sell
Shares on its or their behalf.
2) As a condition to the purchase of any Shares by JP from a KD Entity, JP will,
simultaneously with such purchase, execute and deliver an irrevocable proxy, in
form and substance satisfactory to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, appointing ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, in his capacity as managing partner of Childcare Associates or managing
partner of the investment general partner of KD Partners II, as applicable, as
its proxy to vote such Shares in all instances as ▇▇. ▇▇▇▇▇▇▇ may ▇▇▇▇
appropriate, in his sole discretion.
3) The aggregate purchase price of the Shares acquired by JP from a KD Entity
and pursuant to open market purchases or other private transactions (but
excluding those shares acquired pursuant to the exercise of options granted by
the Company) will not exceed $2,500,000.
4) The agreements set forth herein will expire on the second anniversary of the
date of this letter agreement.
If the foregoing is acceptable, please sign below in the place indicated.
Very truly yours,
CHILDCARE ASSOCIATES
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Managing Partner
KD PARTNERS II
By: KD Special Situation Partners,
Its: Investment and General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Managing
Partner
Agreed to and Accepted by:
▇▇▇▇▇▇▇▇ PARTNERS
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Managing
General Partner
