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                                  EXHIBIT 4.2
                      THIRD AMENDMENT TO CREDIT AGREEMENT



         THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of December 6, 1999
(this "Amendment"), is by and between CHILDTIME CHILDCARE, INC., an Illinois
corporation (the "Company"), and BANK ONE, MICHIGAN, a Michigan banking
corporation f/k/a NBD Bank (the "Bank").

                                  INTRODUCTION

         A. The Company and the Bank have entered into the Credit Agreement,
dated as of February 1, 1996, as amended by letter agreements dated April 1,
1999 and May 19, 1999 (as amended, the "Credit Agreement"), pursuant to which
the Bank provides to the Company a revolving credit facility in an aggregate
principal amount not to exceed $5,000,000 (subject to reduction from time to
time as therein provided).

         B. The Company has requested the Bank to increase the aggregate
principal amount of such credit facility to $7,500,000 and otherwise to modify
the terms of the Credit Agreement in certain respects, and the Bank is willing
to so amend the Credit Agreement on the terms and conditions herein set forth.

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

               1.1 The first paragraph after the heading "INTRODUCTION" on the
first page of the Credit Agreement is hereby restated in its entirety as
follows:

                   The Company desires to obtain a revolving credit facility,
                   including letters of credit, in the aggregate principal
                   amount of $7,500,000, in order to provide funds and other
                   financial accommodations for working capital and the
                   Company's other general corporate purposes, and the Bank is
                   willing to establish such a credit facility in favor of the
                   Company on the terms and conditions herein set forth.

               1.2 Article I A of the Credit Agreement is hereby amended as
follows:

                  (a) The defined term "Activated Credit" and its definition are
hereby deleted in their entirety.

                  (b) The definition of "Commitment" is hereby amended by
deleting the dollar amount "$10,000,000" and inserting in its place the dollar
amount "$7,500,000".

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                                  EXHIBIT 4.2
                       THIRD AMENDMENT TO CREDIT AGREEMENT

               1.3 The first  sentence of Section  2.1(b) is hereby amended and
restated in its entirety as follows:

                   Limitation on Amount of Advances. Notwithstanding anything in
                   this Agreement to the contrary, the aggregate principal
                   amount of the Advances made by the Bank at any time
                   outstanding shall not exceed the amount of Commitment.

               1.4 Section 2.1(d) is hereby deleted in its entirety.

               1.5 Exhibit B attached to the Credit Agreement is deleted in its
entirety and Exhibit B attached to this Amendment shall be deemed substituted in
place thereof. The Company shall execute and deliver to the Bank a Note in the
form of Exhibit B attached to this Amendment (the "Replacement Note") to be
exchanged for the existing Note issued by the Company to the Bank under the
Credit Agreement (the "Existing Note"). On the Amendment Date, the principal
balance of the Existing Note, as well as all other information which has been
endorsed on the books and records of the Bank with respect to the Existing Note,
shall be endorsed on the books and records of the Bank with respect to the
Replacement Note. The execution and delivery by the Company of the Replacement
Note shall not in any circumstances be deemed a novation or to have terminated,
extinguished or discharged the Company's indebtedness evidenced by the Existing
Note, all of which indebtedness shall continue under and be evidenced and
governed by the Replacement Note and the Credit Agreement, as amended, and the
Bank shall be entitled to all the benefits of the Loan Documents with respect to
the indebtedness evidenced by the Replacement Note.


                    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 and the Replacement Note 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, and the Replacement Note when delivered
hereunder will be, legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their respective 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

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                                  EXHIBIT 4.2
                       THIRD AMENDMENT TO CREDIT AGREEMENT

connection with the execution, delivery and performance of this Amendment, the
Replacement Note or the transactions contemplated hereby or as a condition to
the legality, validity or enforceability of this Amendment or the Replacement
Note.

               2.4 After giving effect to the amendments contained in Article 1
of this Amendment, the representations and warranties contained in Article V 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.

               2.5 No Default or Unmatured Default has occurred and is
continuing, after giving effect to Article 1 of this Amendment.


                         ARTICLE 3. CONDITIONS PRECEDENT

               As conditions precedent to the effectiveness of the amendments to
the Credit Agreement set forth in Article 1 of this Amendment, the Bank shall
receive the following documents and the following matters shall be completed,
all in form and substance satisfactory to the Bank:

                3.1 The Replacement Note duly executed on behalf of the Company.

                3.2 Certified copies of the resolutions of the board of
directors of the Company authorizing the Company's execution, delivery and
performance of this Amendment, the Replacement Note and the transactions
contemplated hereby.

                3.3 Such other documents and agreements reasonably requested by
the Bank.


                            ARTICLE 4. MISCELLANEOUS

                4.1 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 a
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. All references to the
Existing Note in the Credit Agreement 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
Replacement Note.

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

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

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

               4.6 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.

               4.7 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 REST OF THIS PAGE INTENTIONALLY LEFT BLANK.]

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                                  EXHIBIT 4.2
                       THIRD AMENDMENT TO CREDIT AGREEMENT

              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/ Michael M. Yeager
                                           -------------------------------------

                                                Its:     CFO
                                                    ----------------------------


                                         BANK ONE, MICHIGAN

                                         By: /s/ Thomas A. Gamm
                                            ------------------------------------

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

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                                  EXHIBIT 4.2
                       THIRD AMENDMENT TO CREDIT AGREEMENT

         The undersigned hereby acknowledges that it has reviewed and fully
consents to the foregoing Third Amendment to Credit Agreement (the "Third
Amendment"), that the Irrevocable Guaranty Agreement dated as of February 1,
1996 made by the undersigned in favor of the Bank continues in full force and
effect to secure, among other things, all indebtedness, obligations and
liabilities of Childtime Childcare, Inc. under the Credit Agreement, as amended
by the Third Amendment, and acknowledges and agrees that it has no defenses,
counterclaims or offsets with respect thereof. All references to the Credit
Agreement in any Loan Document 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 Third Amendment. All references to the Existing Note (as
defined in the Third Amendment) in any Loan Document or any other document,
instrument or certificate referred to therein or delivered in connection
therewith or pursuant thereto, hereafter shall be deemed references to the
Replacement Note (as defined in the Third Amendment). Except as otherwise
expressly set forth herein, capitalized terms used but not defined herein shall
have the respective meanings ascribed thereto in the First Amendment or the
Credit Agreement, as the case may be.


                                    CHILDTIME LEARNING CENTERS, INC.

                                    By: /s/ Michael M. Yeager
                                       -----------------------------------------
                                         Its:     CFO
                                             -----------------------------------



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