<PAGE>
                                                                     EXHIBIT 4.8

                                                                  EXECUTION COPY

            FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


         THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated
as of June 25, 2003 (this "Amendment"), is by and between CHILDTIME CHILDCARE,
INC., an Illinois corporation (the "Company"), and BANK ONE, NA, with its main
office in Chicago, Illinois, and successor by merger to Bank One, Michigan, a
Michigan banking corporation (the "Bank").


                                  INTRODUCTION

         A. The Company and the Bank have entered into an Amended and Restated
Credit Agreement dated as of January 31, 2002, as amended by the First Amendment
to Amended and Restated Credit Agreement dated as of April 1, 2002, the Second
Amendment to Amended and Restated Credit Agreement dated as of July 19, 2002,
and the Third Amendment to Amended and Restated Credit Agreement dated as of
February 14, 2003 (the "Credit Agreement").

         B. The Company has requested the Bank to amend the Credit Agreement in
certain respects, and the Bank is willing to do so on the terms and conditions
set forth in this Amendment.

         NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein and in the Credit Agreement contained, the parties hereto
agree as follows:

                    ARTICLE 1. AMENDMENTS TO CREDIT AGREEMENT

         Effective the date (the "Amendment Date") the conditions precedent set
forth in Article 3 are satisfied, the Credit Agreement hereby is amended as
follows:

         1.1 The definition of the term "Applicable Margin" in Section 1.1 is
amended and restated in full as follows:

               "Applicable Margin" means, for purposes of determining the
          Eurodollar Rate applicable to Eurodollar Rate Loans outstanding at any
          time, the commitment fees payable under Section 2.3(a) and the Letter
          of Credit fees payable under Section 2.3(c), the applicable percentage
          set forth below:


<PAGE>

<TABLE>
<CAPTION>
         --------------------------------------------------------------------------------------------------
                                APPLICABLE MARGIN FOR
                                   DETERMINING THE
                                 EURODOLLAR RATE AND                               APPLICABLE MARGIN FOR
             FIXED CHARGE       THE LETTER OF CREDIT     APPLICABLE MARGIN FOR        DETERMINING THE
            COVERAGE RATIO       FEES UNDER SECTION         DETERMINING THE        COMMITMENT FEES UNDER
                                       2.3(C)                FLOATING RATE             SECTION 2.3(a)
         --------------------------------------------------------------------------------------------------
        <S>                    <C>                      <C>                       <C>
         Less than or equal
         to 1.05 to 1.00                3.50%                    0.75%                     0.75%
         --------------------------------------------------------------------------------------------------
         Greater than 1.05
         to 1.00                       2.875%                    0.50%                     0.75%
         --------------------------------------------------------------------------------------------------
</TABLE>

                  The Applicable Margin shall be adjusted quarterly (upward or
         downward), if necessary, on the first day of the month following the
         month in which the financial statements are required to be delivered
         under Section 5.1(d)(iii) for the first three fiscal quarters of each
         fiscal year and under Section 5.1(d)(iv) for the fourth fiscal quarter
         of each fiscal year, based on the Fixed Charge Coverage Ratio for the
         last single fiscal quarter reflected in such financial statements,
         beginning with the financial statements to be delivered for the fiscal
         quarter ending on or about October 10, 2003; provided that,
         notwithstanding the foregoing, (a) the Applicable Margin as of the
         Fourth Amendment Date and through the effective date of such first
         adjustment, if any, shall be set at the level corresponding to a Fixed
         Charge Ratio of less than or equal to 1.05 to 1.00 and (b) upon and
         during the continuance at any time of any Event of Default, the
         Applicable Margin shall be set at the level corresponding to a Fixed
         Charge Ratio of less than or equal to 1.05 to 1.00.

         1.2 The definition of the term "Change-of-Control" in Section 1.1 is
amended and restated in full as follows:

                  "Change-of-Control" means: (a) Permitted Holders shall cease
         to own and control, free and clear of all Liens, at least 51% (on a
         fully diluted basis) of the issued and outstanding shares of voting
         capital stock of the Parent Guarantor and have the right and authority
         to appoint, designate or otherwise elect at least 51% of the members of
         the board of directors of the Parent Guarantor, (b) the Parent
         Guarantor shall cease to own and control, free and clear of all Liens,
         100% (on a fully diluted basis) of the issued and outstanding shares of
         voting capital stock of the Company and have the right and authority to
         appoint, designate or otherwise elect all of the members of the board
         of directors of the Company, or (c) any "Change-of-Control", as defined
         in any Indenture or Supplemental Indenture with respect to any
         Subordinated Debt of the Parent Guarantor or any of its

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                 [Fourth Amendment to Childtime Childcare, Inc.
                 Second Amended and Restated Credit Agreement]

<PAGE>
          Subsidiaries, or similar event causing a mandatory redemption with
          respect to any such Subordinated Debt.

         1.3 The following definition of the term "Fixed Charge Ratio" is added
to Section 1.1 in alphabetical order:

               "Fixed Charge Coverage Ratio" of any person means, for any
          period, the ratio of (a) Adjusted EBIT of such person for such period
          to (b) Fixed Charges of such person for such period.

         1.4 The definition of the term "Fixed Charges" in Section 1.1 is
amended and restated in full as follows:

               "Fixed Charges" of any person means, for any period, the sum of
          (a) Interest Expense, for interest payable in cash or cash
          equivalents, of such person for such period, plus (b) Operating Lease
          Rental Expense of such person for such period.

         1.5 The following definitions of the terms "Fourth Amendment" and
"Fourth Amendment Date" are added to Section 1.1 in alphabetical order,
respectively, as follows:

               "Fourth Amendment" means the Fourth Amendment to this Agreement
          dated as of June 25, 2003.

               "Fourth Amendment Date" means the Amendment Date (as defined in
          the Fourth Amendment).

         1.6 The definition of the term "Permitted Holders" in Section 1.1
(which definition is used in the definition of the term "Change-of-Control" in
Section 1.1) is amended and restated in full as follows:

               "Permitted Holders" shall mean (i) George A. Kellner, (ii) any
          person or persons controlled by George A. Kellner, (iii) Benjamin R.
          Jacobson, and (iv) any person or persons controlled by Benjamin R.
          Jacobson.

         1.7 The definition of the term "Termination Date" in Section 1.1 is
amended and restated in full as follows:

               "Termination Date" means the earlier to occur of (a) June 30,
          2004, and (b) the date on which the Commitment shall be terminated
          pursuant to Section 2.2 or 6.2.

         1.8 The last sentence of Section 1.2 (as added pursuant to the Third
Amendment referenced above) is amended and restated in full as follows:

          Notwithstanding anything to the contrary, for purposes of calculating
          and determining compliance with the financial covenants under Sections
          5.2(a), 5.2(b)

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                 [Fourth Amendment to Childtime Childcare, Inc.
                 Second Amended and Restated Credit Agreement]

<PAGE>
         and 5.2(c), the parties shall disregard the effects of all non-cash
         accounting charges and adjustments, e.g., impairment losses with
         respect to intangible assets recognized in accordance with Financial
         Accounting Standard 142, and including without limitation non-cash
         charges that occur in connection with the purchase of stock by
         executive officers and management and the on-going non-cash,
         mark-to-market adjustments by the Parent Guarantor with respect to
         stock options for executive officers and management.

         1.9 Subpart (vii) of Section 5.1(d) is amended and restated in full as
follows:

                                (vii) (A) As soon as available and in any event
         not later than April 15, 2004, updated financial projections for the
         Parent Guarantor and its Subsidiaries for the fiscal year of the
         Parent Guarantor ending in or about March of 2005, which shall include
         a balance sheet and statements of income and cash flows; and

         1.10 Sections 5.2(a), (b), (c) and (d) are amended and restated in
full, respectively, as follows:

                       (a) Tangible Capital Funds. Permit or suffer Consolidated
         Tangible Capital Funds of the Parent Guarantor and its Subsidiaries at
         any time to be less than the amount equal to (i) at all times prior to
         the end of the Company's fiscal year ending on or about April 2, 2004,
         $8,700,000 and (ii) as of the end of the Parent Guarantor's fiscal
         year ending on or about April 2, 2004 and at all times thereafter,
         $9,500,000.

                       (b) EBITDA. Permit or suffer the Consolidated EBITDA
         of the Parent Guarantor and its Subsidiaries to be less than (i)
         $1,390,000 as of the end of the Parent Guarantor's fiscal quarter
         ending on or about July 18, 2003, for the period of the fiscal quarter
         then ending, (ii) $2,558,400 as of the end of the Parent Guarantor's
         fiscal quarter ending on or about October 10, 2003, for the period of
         two consecutive fiscal quarters then ending, (iii) $3,830,400 as of the
         end of the Parent Guarantor's fiscal quarter ending on or about January
         2, 2004, for the period of three consecutive fiscal quarters then
         ending, and (iv) $5,794,400 as of the end of the Parent Guarantor's
         fiscal year ending on or about April 2, 2004, for the period of the
         fiscal year then ending.

                       (c) Fixed Charge Coverage Ratio. Permit or suffer the
         Consolidated Fixed Charge Coverage Ratio of the Parent Guarantor and
         its Subsidiaries to be less than (i) 0.975 to 1.00 as of the end of the
         Parent Guarantor's fiscal quarter ending on or about July 18, 2003, for
         the period of the fiscal quarter then ending, (ii) 0.975 to 1.00 as of
         the end of the Parent Guarantor's fiscal quarter ending on or about
         October 10, 2003, for the period of the fiscal quarter then ending,
         (iii) 1.00 to 1.00 as of the end of the Parent Guarantor's fiscal
         quarter ending on or about January 2, 2004, for the period of the
         fiscal quarter then ending, and (iv) 1.025 to 1.00 as of the end of the
         Parent Guarantor's fiscal quarter ending on or about




                                      -4-
                 [Fourth Amendment to Childtime Childcare, Inc.
                 Second Amended and Restated Credit Agreement]


<PAGE>

     April 2, 2004 and of each fiscal quarter of the Parent Guarantor ending
     thereafter, in each case for the period of the fiscal quarter then ending.

                (d) [reserved]

         1.11 Clause (iii) of Section 5.2(e) (as added pursuant to the Second
Amendment to the Credit Agreement referenced above and amended and restated
pursuant to the Third Amendment referenced above) is amended and restated in
full as follows:

                (iii) Subordinated Debt in an aggregate principal amount not
     exceeding $3,500,000 incurred in accordance with the terms of this
     Agreement pursuant to a rights offering by the Parent Guarantor to
     shareholders of the Parent Guarantor to purchase common stock of the Parent
     Guarantor and Subordinated Debt of the Parent Guarantor, so long as the
     terms of such Subordinated Debt include the following: (A) the first
     required principal payment with respect thereto shall be not earlier than a
     date six months after the Termination Date (except, without limiting the
     subordination terms applicable to any such Subordinated Debt or any of the
     terms of Section 5.2(n), pursuant to a mandatory redemption, as provided in
     the related Indenture), and (B) the total Interest payable by the Parent
     Guarantor, the Company and the other Guarantors with respect to such
     Subordinated Debt shall not in the aggregate exceed an amount equal to a
     per annum rate of return of 15% (plus any applicable default rate of
     return); and

         1.12 Clause (iv) of the first sentence of Section 5.2(g) is amended and
restated in full as follows:

                (iv) immediately before and after giving effect to such
     Acquisition, the Parent Guarantor and its Subsidiaries shall be in
     compliance with all financial covenants under Section 5.2(b) on a pro forma
     basis,

         1.13 The last sentence of Section 5.2(g) (as added pursuant to the
Second Amendment to the Credit Agreement referenced above and amended and
restated pursuant to the Third Amendment referenced above), including subparts
(1) through (9) thereof, is deleted, and the following new last sentence is
inserted in place thereof:

     Notwithstanding anything in this Agreement to the contrary, the Company may
     purchase up to five (5) franchisee childcare centers during any fiscal year
     of the Parent Guarantor so long as: (i) the Company at all times shall be
     in compliance with Section 2.10(e) of this Agreement requiring
     first-priority mortgage liens in favor of the Bank on all real property of
     the Company and the Guarantors and shall have delivered to the Bank, in
     connection with all such mortgages, all items of the types required under
     Section 5.1(f), and (ii) during any fiscal year of the Parent Guarantor,
     the aggregate consideration paid or payable in connection with all such
     purchases of franchisee centers, including without limitation any
     Indebtedness assumed in connection therewith, all guarantees or other
     liabilities incurred in






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                 [Fourth Amendment to Childtime Childcare, Inc.
                 Second Amended and Restated Credit Agreement]

<PAGE>
     connection therewith, and all deferred payments and other direct or
     indirect consideration in connection therewith, shall not exceed an amount
     that is more than $1,000,000 greater than the aggregate net cash proceeds
     received during such fiscal year by the Company from the disposition of
     childcare centers owned by the Company permitted under Section 5.2(h)(iii).

         1.14  Section 5.2(h) is amended and restated in full as follows:

                (h) Disposition of Assets; Etc. Sell, lease, license, transfer,
     assign or otherwise dispose of all or a substantial portion of its
     business, assets, rights, revenues or property, real, personal or mixed,
     tangible or intangible, whether in one or a series of transactions, other
     than (i) inventory sold in the ordinary course of business upon customary
     credit terms and sales of scrap or obsolete material or equipment, (ii) the
     sale of the Sale Properties (as defined in Section 5.1(f)(v)) prior to June
     30, 2003, either outright or pursuant to sale/leaseback transactions on
     terms and conditions satisfactory to the Bank, and (iii) the sale by the
     Company in any fiscal year of up to ten (10) childcare centers owned by it;
     provided that, if any such center is subject to a Mortgage in favor of the
     Bank, the Company shall first have obtained the prior written consent of
     the Bank, which consent may be subject to such conditions as the Bank may
     require in its sole discretion.

         1.15 The proviso at the end of Section 5.2(k) (which proviso was
added pursuant to the Second Amendment referenced above) is amended and restated
in full as follows:

     ; provided that the following shall not be deemed to violate this Section
     5.2(k): (i) the arrangements with Jacobson Partners ("Jacobson") with
     respect to the Tutor Time Property Purchase as described in the fee
     agreement between the Parent Guarantor and Jacobson attached to the Parent
     Guarantor's Securities and Exchange Commission Form 10-K report as of the
     end of its fiscal year ended on or about March 31, 2002, providing for the
     payment to Jacobson of a fee of $1 million comprised of $334,334 in cash
     and the remainder in 175,438 shares of common stock of the Parent
     Guarantor, (ii) the Subordinated Debt financing and Rights Offering
     described in Section 5.2(g), (iii) the execution of a standby securities
     purchase agreement by, among others, the Company and certain affiliates of
     Jacobson in connection with the Rights Offering described in Section
     5.2(g), and in connection with such standby securities purchase agreement,
     the grant of options, subject to shareholder approval, to such affiliates
     of Jacobson for 400,000 shares of common stock of the Parent Guarantor with
     a strike price of $5.00/share, so long as there is no other consideration
     provided by the Company or any of the Guarantors for such standby
     securities purchase agreement, (iv) an annual management fee in the amount
     of $250,000 for Jacobson, and (v) a one-time only additional management fee
     in the amount of $150,000 for Jacobson to be paid during the Parent
     Guarantor's fiscal year ending on or about April 2, 2004.

         1.16 Section 5.2(n) is amended and restated in full as follows:




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                 [Fourth Amendment to Childtime Childcare, Inc.
                 Second Amended and Restated Credit Agreement]

<PAGE>

                (n) Payments and Modification of Subordinated Debt. (i) Make any
     payment or prepayment of principal of any Subordinated Debt or redeem any
     Subordinated Debt, (ii) make any payment of interest, commissions,
     discounts, fees, charges or other consideration or compensation
     (collectively, "Interest") on any Subordinated Debt if any Default or Event
     of Default has occurred and is continuing or would be caused thereby on a
     pro forma basis, (iii) amend or modify, or consent or agree to any
     amendment or modification, which would shorten any maturity or increase the
     amount of any payment of principal or increase the rate (or require earlier
     payment) of Interest on any Subordinated Debt, (iv) amend any agreement
     under which any Subordinated Debt is issued or created or otherwise related
     thereto, or (v) enter into any agreement or arrangement providing for the
     defeasance of any Subordinated Debt.

                    ARTICLE 2. REPRESENTATIONS AND WARRANTIES

         In order to induce the Bank to enter into this Amendment, the Company
represents and warrants that:

         2.1 The execution, delivery and performance by the Company of this
Amendment are within its corporate powers, have been duly authorized by all
necessary corporate action and are not in contravention of any law, rule or
regulation, or any judgment, decree, writ, injunction, order or award of any
arbitrator, court or governmental authority, or of the terms of the Company's
charter or by-laws, or of any contract or undertaking to which the Company is a
party or by which the Company or its property is or may be bound or affected.

         2.2 This Amendment is a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms.

         2.3 No consent, approval or authorization of or declaration,
registration or filing with any governmental authority or any nongovernmental
person or entity, including without limitation any creditor or stockholder of
the Company, is required on the part of the Company in connection with the
execution, delivery and performance of this Amendment or the transactions
contemplated hereby or as a condition to the legality, validity or
enforceability of this Amendment.

         2.4 After giving effect to the amendments contained in Article 1
of this Amendment, the representations and warranties contained in Article IV of
the Credit Agreement and in the Loan Documents are true on and as of the date
hereof with the same force and effect as if made on and as of the date hereof,
and no Default or Event of Default has occurred and is continuing; provided that
such representations and warranties contained in Section 4.6 of the Credit
Agreement shall be deemed made with respect to the most recent fiscal year-end
and interim financial statements, respectively, of the Parent Guarantor and its
Subsidiaries delivered pursuant to Section 5.1(d) of the Credit Agreement.

                        ARTICLE 3. CONDITIONS PRECEDENT






                                      -7-
                 [Fourth Amendment to Childtime Childcare, Inc.
                 Second Amended and Restated Credit Agreement]

<PAGE>

         The amendments set forth in Article 1 of this Amendment shall not
become effective until each of the following has been satisfied:

         3.1 This Amendment shall have been executed by a duly authorized
officer on behalf of the Company, and the acknowledgements at the end of this
Amendment shall have been executed by a duly authorized officer on behalf of
each of the Guarantors, in the respective spaces so provided, and this Amendment
shall have been delivered to the Bank.

         3.2 The Company shall have paid (a) to the Bank a fee for this
Amendment in the amount of $10,000, which shall be deemed fully earned upon
receipt and nonrefundable and (b) to Dickinson Wright PLLC, counsel for the
Bank, all accrued and unpaid reasonable fees and expenses of Dickinson Wright
PLLC in connection with the Credit Agreement, including without limitation the
Mortgage collateral matters under Section 5.1(f) of the Credit Agreement, in
connection with the negotiation and preparation of this Amendment and the
consummation of the transactions contemplated hereby, and in connection with
advising the Bank as to its rights and responsibilities with respect thereto.

         3.3 The Company shall have provided all items and complied with
all requirements in connection with the delivery of all Mortgages required under
the Credit Agreement; provided that the required proof of flood insurance for
28787 Lorain, North Olmstead, Ohio may be provided to the Bank not later than
the 30th day following the Fourth Amendment Date; provided further that the
failure to so provide proof of such flood insurance shall be an Event of
Default. The Bank agrees that delivery of a 'marked-up' commitment in form and
substance satisfactory to the Bank respect to any Mortgage shall satisfy the
requirement of delivery of a title insurance policy for such Mortgage.

         3.4 Such other documents, and evidence of completion of such other
matters, as the Bank may reasonably request shall have been duly executed, if
applicable, and delivered to the Bank.

                            ARTICLE 4. MISCELLANEOUS

         4.1 The Company acknowledges and agrees that prior complete
compliance by the Company with all the requirements of Section 5.1(f) of the
Credit Agreement is a material inducement to the Bank to enter into this
Amendment and any failure by the Company so to comply shall constitute an
immediate Event of Default under the Credit Agreement. Further, if the Company
shall fail to perform or observe any term, covenant or agreement in this
Amendment, or any representation or warranty made by the Company in this
Amendment shall prove to have been incorrect in any material respect when made,
such occurrence shall be deemed to constitute an Event of Default.

         4.2 All references to the Credit Agreement in any other document,
instrument or certificate referred to in the Credit Agreement or delivered in
connection therewith or pursuant thereto hereafter shall be deemed references to
the Credit Agreement, as amended hereby



                                      -8-
                 [Fourth Amendment to Childtime Childcare, Inc.
                 Second Amended and Restated Credit Agreement]

<PAGE>

         4.3 The Company represents and warrants that it is aware of no claims
or causes of action against the Bank or any of its officers, directors,
employees or agents. Notwithstanding such representation and warranty, and as
further consideration for the agreements set forth in this Amendment, each of
the Company and the Guarantors, for itself and its successors and assigns,
releases the Bank, and its officers, directors, employees, agents, attorneys,
affiliates, subsidiaries, and successors and assigns, from any liability, claim,
right or cause of action which now exists or hereafter arises, whether known or
unknown, arising from or in any way related to facts in existence as of the date
hereof.

         4.4 Each party hereto, after consulting or having had the opportunity
to consult with counsel, knowingly, voluntarily, and intentionally waives any
right any of them may have to a trial by jury in any litigation based upon or
arising out of this Amendment, or any agreement referenced herein or other
related instrument or agreement, or any of the transactions contemplated by this
Amendment, or any course of conduct, dealing, statements (whether oral or
written) or actions of any of them. None of the parties hereto shall seek to
consolidate, by counterclaim or otherwise, any such action in which a jury trial
has been waived with any other action in which a jury trial cannot be or has not
been waived. These provisions shall not be deemed to have been modified in any
respect or relinquished by any party hereto except by a written instrument
executed by all of them.

         4.5 This Amendment and the other agreements and documents executed in
connection with this Amendment constitute the entire understanding of the
parties with respect to the subject matter hereof. This Amendment is binding on
the parties hereto and their respective successors and assigns, and shall inure
to the benefit of the parties hereto and their respective successors and
assigns. If any of the provisions of this Amendment are in conflict with any
applicable statute or rule or law or otherwise unenforceable, such offending
provisions shall be null and void only to the extent of such conflict or
unenforceability, but shall be deemed separate from and shall not invalidate any
other provision of this Amendment.

         4.6 No course of dealing on the part of the Bank, nor any delay
or failure on the part of the Bank in exercising any right, power or privilege
hereunder shall operate as a waiver of such right, power or privilege or
otherwise prejudice the Bank's rights and remedies hereunder or under the Credit
Agreement, the Note, any Security Document, any other Loan Document or any other
agreement or instrument of the Company or any of the Guarantors with or in favor
of the Bank; nor shall any single or partial exercise thereof preclude any
further exercise thereof or the exercise of any other right, power or privilege.
No right or remedy conferred upon or reserved to the Bank under this Amendment
or under the Credit Agreement, the Note, any Security Document, any other Loan
Document or any other agreement or instrument of the Company or any Guarantor
with or in favor of the Bank is intended to be exclusive of any other right or
remedy, and every right and remedy shall be cumulative and in addition to every
other right or remedy granted thereunder or now or hereafter existing under any
applicable law. Every right and remedy granted by this Amendment or under the
Credit Agreement, the Note, any Security Document, any other Loan Document or
any other agreement or instrument of the Company or any Guarantor with or in
favor of the Bank or by applicable law to the Bank may be exercised from time to
time and as often as may be deemed expedient by the Bank.





                                      -9-
                 [Fourth Amendment to Childtime Childcare, Inc.
                 Second Amended and Restated Credit Agreement]

<PAGE>

         4.7 The Loan Documents and, subject to the amendments herein provided,
the Credit Agreement shall in all respects continue in full force and effect.

         4.8 Capitalized terms used but not defined herein shall have the
respective meanings ascribed thereto in the Credit Agreement.

         4.9 This Amendment shall be governed by and construed in accordance
with the laws of the State of Michigan.

         4.10 The Company agrees to pay the reasonable fees and expenses of
Dickinson Wright PLLC, counsel for the Bank, in connection with the negotiation
and preparation of this Amendment and the consummation of the transactions
contemplated hereby, and in connection with advising the Bank as to its rights
and responsibilities with respect thereto.

         4.11 This Amendment may be executed upon any number of counterparts
with the same effect as if the signatures thereto were upon the same instrument.

             [The remainder of this page intentionally left blank.]





                                      -10-
                 [Fourth Amendment to Childtime Childcare, Inc.
                 Second Amended and Restated Credit Agreement]


<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the day and year first-above written.


                                CHILDTIME CHILDCARE, INC.


                                By: /s/ Frank M. Jerneycic
                                    -------------------------------------

                                        Its: Vice President and CFO
                                             ----------------------------


                                BANK ONE, NA


                                By: Richard C. Ellis
                                    -------------------------------------

                                        Its: First Vice President
                                             ----------------------------








                                      -11-
                 [Fourth Amendment to Childtime Childcare, Inc.
                 Second Amended and Restated Credit Agreement]


<PAGE>
                            GUARANTOR ACKNOWLEDGEMENT

         Each of the undersigned hereby acknowledges that it has reviewed and
fully consents to the foregoing Fourth Amendment to Amended and Restated Credit
Agreement (the "Amendment"), that the Guaranty Agreements and all other Loan
Documents made by each of the undersigned in favor of the Bank continue in full
force and each of the undersigned acknowledges and agrees that it has no
defenses, counterclaims or offsets with respect thereto. All references to the
Credit Agreement in the Guaranty Agreements and in all other Loan Documents or
any other document, instrument or certificate referred to in the Credit
Agreement or delivered in connection therewith or pursuant thereto, hereafter
shall be deemed references to the Credit Agreement, as amended by the Amendment.
Except as otherwise expressly set forth herein, capitalized terms used but not
defined herein shall have the respective meanings ascribed thereto in the
Amendment or the Credit Agreement, as the case may be.


                              CHILDTIME LEARNING CENTERS, INC.

                              By: /s/ Frank M. Jerneycic
                                 ------------------------------------------

                                  Its: Vice President and CFO
                                      -------------------------------------


                              CHILDTIME CHILDCARE-PMC, INC.

                              By: /s/ Frank M. Jerneycic
                                 ------------------------------------------

                                  Its: Vice President and CFO
                                      -------------------------------------


                              CHILDTIME CHILDCARE-MICHIGAN, INC.

                              By: /s/ Frank M. Jerneycic
                                 ------------------------------------------

                                  Its: Vice President and CFO
                                      -------------------------------------


                              TUTOR TIME LEARNING CENTERS, LLC
                              (formerly known as TT Acquisition LLC)

                              By: /s/ Frank M. Jerneycic
                                 ------------------------------------------

                                  Its: Vice President and CFO
                                      -------------------------------------





                                      -12-
                 [Fourth Amendment to Childtime Childcare, Inc.
                 Second Amended and Restated Credit Agreement]



<PAGE>

                              TUTOR TIME INTERNATIONAL LEARNING
                              CENTERS, INC. (formerly known as CTT
                              Acquisition Corp.)

                              By: Frank M. Jerneycic
                                 ------------------------------------------

                                  Its: Vice President and CFO
                                      -------------------------------------





















                                      -13-
                 [Fourth Amendment to Childtime Childcare, Inc.
                 Second Amended and Restated Credit Agreement]