exv4w7



 










Exhibit 4.7




CHILDTIME LEARNING CENTERS, INC.



RIGHTS SUBSCRIPTION CERTIFICATE




Evidencing Non-Transferable Rights to Purchase
Units, each Unit consisting of $35 principal amount of 15%
Subordinated Notes due 2008 (the “Subordinated
Notes”),
and                     shares
of common stock of Childtime Learning Centers, Inc., no par
value per share (the “Shares”).




Your rights under this Rights Subscription
Certificate are not transferable and are void if not exercised
before 5:00 P.M. New York City time
on                     ,
2003 (the “Expiration Date”).



The terms and conditions of this rights offering
are set forth in the Prospectus
dated                    ,
2003 (the “Prospectus”), relating to the issuance by
Childtime Learning Centers, Inc. (the “Company”) of
non-transferable subscription rights (“Rights”) to
purchase up to 100,000 Units, each Unit consisting of $35
principal amount of Subordinated Notes
and                     Shares.
Such terms and conditions are incorporated herein by reference.




SUBSCRIPTION PRICE: $[158.75] PER UNIT




		
	
    RIGHTS CERTIFICATE NO.:
    

    	 
	 
	
    HOLDER: 

    	 
	 
	
    NUMBER OF RIGHTS:
    

    	 
	 
	
    THIS CERTIFIES THAT the registered owner whose
    name is set forth herein is the owner of the number of Rights
    set forth above, each of which entitles the owner to subscribe
    for and purchase one Unit, each Unit consisting of $35 principal
    amount of Subordinated Notes
    and                      Shares,
    on the terms and subject to the conditions set forth in the
    Prospectus and the instructions to this Certificate. The
    non-transferable rights represented by this Certificate may be
    exercised by duly completing this Certificate, pursuant to the
    instructions hereto.
    	 





THE RIGHTS EVIDENCED BY THIS CERTIFICATE ARE NOT
TRANSFERABLE AND MAY NOT BE EXERCISED UNLESS THIS CERTIFICATE IS
COMPLETED AND SIGNED. PLEASE PRINT ALL INFORMATION CLEARLY AND
LEGIBLY AND REFER CAREFULLY TO THE INSTRUCTIONS ATTACHED TO THIS
CERTIFICATE.




	 	 	 	 	 
	
    
    By:
    

    	 	 	 	
    By:
    
	
	 	 	 	

	
    
        Chief Executive Officer
    

    	 	 	 	
        Secretary
    








 




SECTION 1 — EXERCISE AND SUBSCRIPTION:




		
	(i)	
    IF YOU WISH TO EXERCISE ALL OF YOUR BASIC
    SUBSCRIPTION PRIVILEGE:
    





		
	 	
    I subscribe for my full entitlement of Units:
    





	 	 	 	 	 
	 	 	
    X $[158.75] = 
    	 	
    $

    
	
	 	 	 	 
	
    
    (Number of Units)
    

    	 	 	 	 





		
	(ii)	
    IF YOU DO NOT WISH TO EXERCISE ALL OF YOUR BASIC
    SUBSCRIPTION PRIVILEGE:
    





		
	 	
    I subscribe for only:
    





	 	 	 	 	 
	 	 	
    X $[158.75] = 
    	 	
    $

    
	
	 	 	 	 
	
    
    (Number of Units to be purchased)
    

    	 	 	 	 





		
	(iii)	
    IF YOU WISH TO EXERCISE ANY OF YOUR
    OVER-SUBSCRIPTION PRIVILEGE:
    





		
	 	
    To the extent available, I subscribe for:
    





	 	 	 	 	 
	 	 	
    X $[158.75] = 
    	 	
    $

    
	
	 	 	 	 
	
    
    (Number of additional Units desired)
    

    	 	 	 	 





		
	 	
    Please note that you must fully exercise your
    Rights pursuant to the basic subscription privilege in order to
    subscribe pursuant to the over-subscription privilege, and the
    number of Units you subscribe for pursuant to your
    over-subscription privilege must not exceed the number of Units
    available for you to purchase under your basic subscription
    privilege.





METHOD OF PAYMENT (CHECK ONE)




		
	o 	
    Uncertified check payable to “Computershare
    Trust Company of New York, as Subscription Agent”.
    Please note that funds paid by uncertified personal check may
    take at least five business days to clear. Accordingly, Rights
    holders who wish to pay the Subscription Price by means of an
    uncertified personal check are urged to make payment
    sufficiently in advance of the Expiration Date to ensure that
    such payment is received by the Subscription Agent and clears
    the banking system by such time. To avoid the delay caused by
    the clearance process, you are urged to consider payment by
    means of a certified check or bank draft (cashier’s check),
    by money order or by wire transfer of immediately available
    funds.
    
	 
	o 	
    Certified check or bank draft (cashier’s
    check) drawn on a U.S. bank or money order, payable to
    “Computershare Trust Company of New York, as Subscription
    Agent”.
    
	 
	o 	
    Wire transfer of immediately available funds
    directed to the account maintained by Computershare Trust
    Company of New York, Subscription Agent for Childtime Learning
    Centers, Inc., at Harris Trust & Savings Bank, ABA
    No. 071000288, Account No. 2279388.
    
	 
	o 	
    In the case of the JP Acquisition Fund Group
    (as defined in the Prospectus) only:
    delivery for cancellation of the
    appropriate amount of principal of, and accrued and unpaid
    interest on, subordinated notes issued on July 19, 2002 to
    the JP Acquisition Fund Group by Childtime Childcare, Inc.
    














 




SECTION 2 — SPECIAL DELIVERY
INSTRUCTIONS:



     
Name and/or address for mailing of the
Subordinated Notes and the Shares comprising the Units
subscribed for and purchased, if other than shown above:




Name and address:
















IMPORTANT — ALL RIGHTS HOLDERS
EXERCISING RIGHTS MUST SIGN BELOW AND COMPLETE AN IRS
FORM W-9



     
I/We acknowledge receipt of the Prospectus and
understand that after delivery to the Subscription Agent for
Childtime Learning Centers, Inc. I/we may not modify or revoke
this Certificate. Under penalties of perjury, I/we certify that
the information contained herein, including the social security
number or taxpayer identification number given above, is correct.




	 	 	 
	
    Date:             ,
    2003
    	 	 
	
    
    


    	 	
    

	 
	 	 	
    
(signature(s) of Rights
    holder(s))
    




     
This Certificate must be signed by the Rights
holder(s) exactly as such name(s) appear on the first page of
this Certificate. If signature is by trustee, executor,
administrator, guardian, attorney-in-fact, agent, officer or a
corporation or another acting in a fiduciary or representative
capacity, please provide the following information:




	 	 	 
	
    Name: 	 	
    Home Telephone Number: 

    
	
	 	 
	 
	
    Capacity: 	 	
    Business Telephone
    Number: 

    
	
	 	 
	
    Address: 
	

	
    Taxpayer Identification or Social Security
    Number: