Bright Horizons Family Solutions Inc. Shares of Common Stock (par value $0.001 per share) Underwriting AgreementUnderwriting Agreement • October 24th, 2012 • Bright Horizons Family Solutions Inc. • New York
Bright Horizons Family Solutions Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares of common stock, par value $0.001 per share, (“Stock”) of the Company (the “Firm Shares”) and, at the option of the Underwriters and subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of shares of Stock (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
CREDIT AND GUARANTY AGREEMENT dated as of May 28, 2008 among BRIGHT HORIZONS ACQUISITION CORP., to be merged with and into BRIGHT HORIZONS FAMILY SOLUTIONS, INC., as Borrower, BRIGHT HORIZONS CAPITAL CORP., as Holdings, CERTAIN SUBSIDIARIES OF BRIGHT...Credit and Guaranty Agreement • October 24th, 2012 • Bright Horizons Family Solutions Inc. • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of May 28, 2008, is entered into by and among BRIGHT HORIZONS ACQUISITION CORP. (formerly known as Swingset Acquisition Corp.), a Delaware corporation (“Merger Sub”), BRIGHT HORIZONS FAMILY SOLUTIONS, INC., a Delaware corporation (as survivor of the merger with Merger Sub, “Borrower”), BRIGHT HORIZONS CAPITAL CORP. (formerly known as Swingset Holdings Corp.), a Delaware corporation (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Syndication Agent (in such capacity, “Syndication Agent”) and GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, “Collateral Agent”).
FORM OF BRIGHT HORIZONS FAMILY SOLUTIONS LLC AMENDED & RESTATED SEVERANCE AGREEMENTSeverance Agreement • October 24th, 2012 • Bright Horizons Family Solutions Inc. • Massachusetts
WHEREAS the Board of Managers (the “Board”) of Bright Horizons Family Solutions LLC (the “Company”) has determined that it is in the best interests of the Company and its sole member Bright Horizons Capital Corp., and Bright Horizons Family Solutions Inc. (f/k/a Bright Horizons Solutions Corp.) (“Parent”) and its stockholders, for the Company to agree to provide benefits to those members of management, including yourself, who are responsible for the policy-making functions of the Company and the overall viability of the Company’s business, in the event that you should leave the employ of the Company under the circumstances described below;
BRIGHT HORIZONS FAMILY SOLUTIONS, INC. DEFERRED GRANT AGREEMENTDeferred Grant Agreement • October 24th, 2012 • Bright Horizons Family Solutions Inc. • New York
THIS DEFERRED GRANT AGREEMENT (this “Agreement”) is made and entered into as of this 29th day of May, 2008 (the “Grant Date”), by and between Bright Horizons Family Solutions, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), and David Lissy (the “Grantee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 24th, 2012 • Bright Horizons Family Solutions Inc.
This Indemnification Agreement (“Agreement”) is made and entered into as of this [—] day of [—],[—], by and between Bright Horizons Family Solutions Inc., a Delaware corporation (the “Company”), and [—] (“Indemnitee”).
JOINDER AGREEMENTJoinder Agreement • October 24th, 2012 • Bright Horizons Family Solutions Inc. • New York
THIS JOINDER AGREEMENT, dated as of May 23, 2012 (this “Agreement”), by and among GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”) (as a “Lender”), BRIGHT HORIZONS FAMILY SOLUTIONS LLC, a Delaware limited liability company, as successor in interest to Bright Horizons Family Solutions, Inc. (“Borrower”), BRIGHT HORIZONS CAPITAL CORP., a Delaware corporation (“Holdings”), and CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors (“Guarantors”), GSCP, as Syndication Agent, and GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent and Collateral Agent.
Private & Confidential Execution copyShare Sale and Purchase Agreement • October 24th, 2012 • Bright Horizons Family Solutions Inc.
AMENDMENT NO. 2 TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • October 24th, 2012 • Bright Horizons Family Solutions Inc. • New York
This AMENDMENT NO. 2 TO CREDIT AND GUARANTY AGREEMENT, dated as of May 23, 2012 (this “Amendment”) is entered into among BRIGHT HORIZONS FAMILY SOLUTIONS LLC, a Delaware limited liability company, as successor in interest to Bright Horizons Family Solutions, Inc. (the “Borrower”), BRIGHT HORIZONS CAPITAL CORP. (formerly known as Swingset Holdings Corp.), a Delaware corporation (“Holdings”), and the Lenders party hereto (the “Lenders”), and amends the Credit and Guaranty Agreement, dated as of May 28, 2008, as amended by Amendment No. 1 to Credit and Guaranty Agreement, dated as of July 14, 2011 (as amended hereby and as the same may be further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, Holdings and certain Subsidiaries of the Borrower, as Guarantors, the Lenders, Goldman Sachs Credit Partners L.P., as Syndication Agent, and General Electric Capital Corporation, as Administrative Agent and Coll
Harvard Real Estate Services, Holyoke Center, Suite 800 Cambridge, Massachusetts 02138-3826 AMENDED AND RESTATED LEASE Between PRESIDENT AND FELLOWS OF HARVARD COLLEGE as Landlord and BRIGHT HORIZONS CHILDREN’S CENTERS, LLC as Tenant Dated as of...Lease • October 24th, 2012 • Bright Horizons Family Solutions Inc. • Massachusetts
THIS INSTRUMENT IS A LEASE, dated as of December 1, 2009 in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in the Building described below, being located in the multiple building business park in Watertown, Massachusetts known as The Arsenal on the Charles.
SECOND AMENDMENT TO AMENDED AND RESTATED LEASE Definitions:Lease • October 24th, 2012 • Bright Horizons Family Solutions Inc.
Tenant desires to expand the Premises, and Landlord has agreed to such expansion upon the terms and conditions set forth below, and provided certain other revisions are made to the Lease, all as set forth more particularly below.
INITIAL SUPPLEMENTAL INDENTUREInitial Supplemental Indenture • October 24th, 2012 • Bright Horizons Family Solutions Inc. • New York
THIS INITIAL SUPPLEMENTAL INDENTURE (the “Initial Supplemental Indenture”), entered into as of as of May 28, 2008, among Bright Horizons Acquisition Corp. (formerly known as Swingset Acquisition Corp.), a Delaware corporation (the “Company”), Bright Horizons Family Solutions, Inc., a Delaware corporation (the “Successor Issuer”), Bright Horizons Capital Corp. (formerly known as Swingset Holdings Corp.), a Delaware corporation (“Holdco”), each of the Guarantors listed on the signature pages hereto, (each a “Supplemental Guarantor” and, collectively, the “Supplemental Guarantors”), and Wilmington Trust Company, as trustee (the “Trustee”).
MANAGEMENT AGREEMENTManagement Agreement • October 24th, 2012 • Bright Horizons Family Solutions Inc. • New York
This MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of May 28, 2008, by and among (i) Bright Horizons Solutions Corp., a Delaware corporation (the “Company”), (ii) Bright Horizons Capital Corp. (f/k/a Swingset Holdings Corp), a Delaware corporation, (“Parent”) (iii) Bright Horizons Family Solutions LLC, a Delaware limited liability company (f/k/a Bright Horizons Family Solutions, Inc., a Delaware corporation) (“BHFS”), and (iv) Bain Capital Partners, LLC (“Bain” or the “Manager”).
ASSIGNMENT AND ASSUMPTION OF LEASE AND NOVATION AGREEMENTAssignment and Assumption of Lease and Novation Agreement • October 24th, 2012 • Bright Horizons Family Solutions Inc. • Massachusetts
THIS ASSIGNMENT AND ASSUMPTION OF LEASE AND NOVATION AGREEMENT (this “Agreement”) is made and entered into this 15th day of June, 2011 by and among Enterprise Mobile, Inc. (“Assignor”), a Delaware corporation, Bright Horizons Children’s Centers LLC (“Assignee”), a Delaware limited liability company, and the President and Fellows of Harvard College (“Landlord”), a Massachusetts educational and charitable corporation.
FIRST AMENDMENT TO AMENDED AND RESTATED LEASE Definitions:Lease • October 24th, 2012 • Bright Horizons Family Solutions Inc. • Massachusetts
Tenant desires to expand the Premises, and Landlord has agreed to such expansion upon the terms and conditions set forth below, and provided certain other revisions are made to the Lease, all as set forth more particularly below.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT by and among Bright Horizons Family Solutions Inc., and Certain Stockholders of Bright Horizons Family Solutions Inc. Dated as of , 2012Stockholders Agreement • October 24th, 2012 • Bright Horizons Family Solutions Inc. • New York
This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of , 2012 and amends and restates the Stockholders Agreement dated as of May 28, 2008 (the “Original Agreement”) by and among:
AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • October 24th, 2012 • Bright Horizons Family Solutions Inc. • New York
This AMENDMENT NO. 1 TO THE CREDIT AND GUARANTY AGREEMENT, dated as of July 14, 2011 (this “Amendment”) is entered into among BRIGHT HORIZONS FAMILY SOLUTIONS LLC, a Delaware limited liability company as successor in interest to Bright Horizons Family Solutions, Inc. (the “Borrower”), BRIGHT HORIZONS CAPITAL CORP. (formerly known as Swingset Holdings Corp.), a Delaware corporation (“Holdings”), and the Lenders party hereto (the “Lenders”), and amends the Credit and Guaranty Agreement, dated as of May 28, 2008 (as amended hereby and as the same may be further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, Holdings and certain Subsidiaries of the Borrower, as Guarantors, the Lenders, Goldman Sachs Credit Partners L.P., as Syndication Agent, and General Electric Capital Corporation, as Administrative Agent and Collateral Agent. Capitalized terms not otherwise defined in this Amendment have the meanin
