] Ordinary Shares NORD ANGLIA EDUCATION, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 11th, 2014 • Nord Anglia Education, Inc. • Services-educational services • New York
AGREEMENT AND PLAN OF MERGER among BACH FINANCE LIMITED, BACH ACQUISITIONS LIMITED and NORD ANGLIA EDUCATION, INC. Dated as of April 25, 2017Agreement and Plan of Merger • April 25th, 2017 • Nord Anglia Education, Inc. • Services-educational services • New York
AGREEMENT AND PLAN OF MERGER, dated as of April 25, 2017 (this “Agreement”), among Bach Finance Limited, an exempted company with limited liability incorporated under the Law of the Cayman Islands (“Parent”), Bach Acquisition Limited, an exempted company with limited liability incorporated under the Law of the Cayman Islands and a Subsidiary of Parent (“Merger Sub”), and Nord Anglia Education, Inc., an exempted company with limited liability incorporated under the Law of the Cayman Islands (the “Company”).
NORD ANGLIA EDUCATION (UK) HOLDINGS PLC as Company NORD ANGLIA EDUCATION, INC as Parent and THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED as Agent with CITICORP INTERNATIONAL LIMITED as Security AgentIntercreditor Agreement • February 18th, 2014 • Nord Anglia Education, Inc. • Services-educational services • New York
EQUITY COMMITMENT LETTER April 25, 2017Nord Anglia Education, Inc. • June 9th, 2017 • Services-educational services • New York
This letter agreement sets forth the commitment of The Baring Asia Private Equity Fund VI, L.P.1, a limited partnership organized and existing under the Laws of the Cayman Islands (the "Sponsor"), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of Bach Finance Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands ("Parent"). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Merger Agreement"), among Nord Anglia Education, Inc. (the "Company"), Parent and Bach Acquisitions Limited, a direct wholly-owned Subsidiary of Parent ("Merger Sub"), Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a direct wholly-owned Subsidiary of Parent. Concurrently with the delivery of this letter agre
LIMITED GUARANTEENord Anglia Education, Inc. • June 9th, 2017 • Services-educational services • New York
LIMITED GUARANTEE, dated as of April 25, 2017 (this "Limited Guarantee"), by Canada Pension Plan Investment Board, a crown corporation established under the Canada Pension Plan Investment Board Act by the Government of Canada (the "Guarantor"), in favor of Nord Anglia Education, Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the "Guaranteed Party").
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 29th, 2016 • Nord Anglia Education, Inc. • Services-educational services • Florida
This Purchase and Sale Agreement (this “Agreement”) is made and entered into as of February 25, 2016 (the “Effective Date”) by and between Collegiate Prep Realty, LLC, a Delaware limited liability company ( “Seller”), and BMOC-ORL (FL) LLC, a Delaware limited liability company (“Purchaser”).
School Building Lease Contract of The British International SchoolNord Anglia Education, Inc. • February 18th, 2014 • Services-educational services
Pursuant to the provisions of the Contract Law of the People’s Republic of China (PRC), the Urban Property Administration Law of the People’s Republic of China (PRC) and other relevant laws, regulations and rules, and based on the principle of mutual benefit, Party A and Party B have hereby entered into this Contract for the lease of the School Buildings for Lease to Party B.
Supplementary AgreementSupplementary Agreement • February 18th, 2014 • Nord Anglia Education, Inc. • Services-educational services
Contract of Building Lease to The British International School, Shanghai (The Schoolhouse of Puxi)Nord Anglia Education, Inc. • February 18th, 2014 • Services-educational services
Pursuant to the «Contract Law of the People’s Republic of China» and based on the principle of mutual benefit, Party A and Party B have hereby entered into this Contract, regarding the lease of schoolhouse to the XXXXXXX Shanghai.
DATED 14 August 2013 - and - PROFESSIONAL SERVICES AND CONSULTANCY AGREEMENTAgreement • February 18th, 2014 • Nord Anglia Education, Inc. • Services-educational services • England and Wales
The Company has retained and wishes to continue to retain the Consultant to provide professional and consultancy services to the Company, and the Consultant has agreed to act as consultant to the Company and provide such services on the terms set out herein. The Consultancy Services have been provided by the Consultant to the Company since the Commencement Date. This Agreement formally records the terms on which the Consultancy Services have been and will continue to be provided subject to the terms set out herein.
DATE 20 February 2012Agreement • February 18th, 2014 • Nord Anglia Education, Inc. • Services-educational services • England
A The Vendors are the legal and beneficial owners of the Shares, the Loan Notes and the Champittet Receivable as applicable.
AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of June 25, 2015 among NORD ANGLIA EDUCATION FINANCE LLC as Borrower, NORD ANGLIA EDUCATION, INC. as Parent and as a Guarantor, CERTAIN SUBSIDIARIES OF NORD ANGLIA EDUCATION, INC. as...Credit and Guaranty Agreement • December 31st, 2015 • Nord Anglia Education, Inc. • Services-educational services • New York
This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of June 25, 2015 is entered into by and among NORD ANGLIA EDUCATION FINANCE LLC, a Delaware limited liability company (“Borrower”), NORD ANGLIA EDUCATION, INC., an exempted company incorporated with limited liability under the laws of the Cayman Islands and direct parent of Borrower and Nord Anglia UK (as defined below) (“Parent”), CERTAIN SUBSIDIARIES OF PARENT (as defined below), as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS BANK USA (“Goldman Sachs”), as Syndication Agent (in such capacity, “Syndication Agent”), HSBC BANK USA, N.A. (“HSBC USA”), in its capacity as Administrative Agent to the Term Loan Lenders (together with its permitted successors in such capacity, “Term Administrative Agent”) and as Primary Collateral Agent (together with its permitted successors in such capacity, “Primary Collateral Agent”), HSBC BANK PLC (together with its permitted successors in such capacity, “HSBC PLC
SHANGHAI CAMBRIDGE (GROUP) CO., LTD. as Party A and THE BRITISH INTERNATIONAL SCHOOL, SHANGHAI as Party BLease • February 18th, 2014 • Nord Anglia Education, Inc. • Services-educational services
Dated 28 March 2012 NORD ANGLIA EDUCATION, INC as Parent NORD ANGLIA EDUCATION (UK) HOLDINGS PLC as Senior Secured Notes Issuer THE COMPANIES NAMED IN PART 4 OF SCHEDULE 1 as Original Debtors BARCLAYS BANK PLC as RCF Agent CITICORP INTERNATIONAL...Intercreditor Agreement • February 18th, 2014 • Nord Anglia Education, Inc. • Services-educational services • England and Wales
Dated 2002 SHANGHAI CAMBRIDGE PROPERTY DEVELOPMENT COMPANY LIMITED as Party A and THE BRITISH INTERNATIONAL SCHOOL, SHANGHAI as Party BNord Anglia Education, Inc. • February 18th, 2014 • Services-educational services
Agreement for Land Use LicenseNord Anglia Education, Inc. • February 18th, 2014 • Services-educational services
SHANGHAI CAMBRIDGE (GROUP) CO., LTD. as Party A and THE BRITISH INTERNATIONAL SCHOOL, SHANGHAI as Party BNord Anglia Education, Inc. • February 18th, 2014 • Services-educational services
Contract of Building Lease to The British International School, Shanghai (The School building of Puxi campus)Nord Anglia Education, Inc. • February 18th, 2014 • Services-educational services
Pursuant to the «Contract Law of the People’s Republic of China» and based on the principle of mutual benefit, Party A and Party B have hereby entered into this Contract, regarding the lease of Premises located at the Jinguang Road, Shanghai.
Supplementary Agreement for Land Use LicenseSupplementary Agreement • February 18th, 2014 • Nord Anglia Education, Inc. • Services-educational services
NORD ANGLIA EDUCATION (UK) HOLDINGS PLC as the Issuer The Guarantors party hereto $325,000,000 10.25% SENIOR SECURED NOTES DUE 2017Supplemental Indenture • February 18th, 2014 • Nord Anglia Education, Inc. • Services-educational services • New York
INDENTURE, dated as of March 28, 2012, among Nord Anglia Education (UK) Holdings plc, a public limited company organized under the laws of England and Wales (the “Issuer”), the Guarantors (as defined below), Citicorp International Limited, as trustee and security agent, Citibank, N.A., London Branch, as paying agent and transfer agent, and Citigroup Global Markets Deutschland AG., as registrar.
AGREEMENT for the sale and purchase of shares in the capital of WCL Group LimitedNord Anglia Education, Inc. • February 18th, 2014 • Services-educational services
ContractNord Anglia Education, Inc. • December 4th, 2013 • Services-educational services
From: Barclays Bank Plc, as Agent for and on behalf of the Finance Parties under the Senior Revolving Facility Agreement (the “Agent”)
7,100,000 Ordinary Shares NORD ANGLIA EDUCATION, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 11th, 2015 • Nord Anglia Education, Inc. • Services-educational services • New York
Meritas, LLC 630 Dundee Rd. Suite 400 Northbrook, IL 60062Securities Purchase Agreement • May 29th, 2015 • Nord Anglia Education, Inc. • Services-educational services • New York
Reference is hereby made to that certain Transaction Agreement (the “Transaction Agreement”), dated as of April 24, 2015, by and among (i) Nord Anglia Education, Inc., a Cayman Islands company (“Parent”), (ii) Viking Holdco, Inc., a Delaware corporation that is wholly-owned by Parent (“U.S. HoldCo”), (iii) NAE Holdings HK Limited, a Hong Kong private limited company that is wholly-owned by Parent (the “Chengdu Buyer” and, together with Parent and U.S. HoldCo, the “Buyer”), (iv) Viking Merger Subsidiary, LLC, a Delaware limited liability company that is wholly-owned by U.S. HoldCo (“Merger Sub” and together with the Buyer, the “Buyer Parties”), (v) those certain Persons identified as the “Blocker Stockholders” on the “Schedule of Sellers” (collectively, the “Blocker Stockholders”), (vi) Sterling International Schools C Corporation, a Delaware corporation (the “Blocker”), (vii) SCP III AIV One, L.P., a Cayman Islands exempted limited partnership (the “Chengdu Stockholder”), (viii) Sterli
ContractNord Anglia Education, Inc. • February 18th, 2014 • Services-educational services
From: Barclays Bank Plc, as Agent for and on behalf of the Finance Parties under the Senior Revolving Facility Agreement (the “Agent”)
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 29th, 2016 • Nord Anglia Education, Inc. • Services-educational services • Florida
This Purchase and Sale Agreement (this “Agreement”) is made and entered into as of February 25, 2016 (the “Effective Date”) by and between North Broward Preparatory Schools, LLC, a Florida limited liability company (“Seller”), and BMOC-MIA (FL) LLC, a Delaware limited liability company (“Purchaser”).
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • June 9th, 2017 • Nord Anglia Education, Inc. • Services-educational services • New York
This Interim Investors Agreement (this "Agreement") is made as of April 25, 2017 by and among The Baring Asia Private Equity Fund VI, L.P.1 ("LP1"), The Baring Asia Private Equity Fund VI, L.P.2 ("LP2"), The Baring Asia Private Equity Fund VI Co-investment L.P. ("Co-Invest LP" and, together with LP1 and LP2, "Baring" and collectively with one or more of their respective Affiliates, "BPEA"), Canada Pension Plan Investment Board ("CPPIB", and together with LP1, LP2, Co-Invest LP and any Additional Sponsor (as defined below), each an "Investor" and collectively, the "Investors"), Bach Holdings Limited, a Cayman Islands exempted company ("Holdco"), Bach Finance Limited, a Cayman Islands exempted company ("Parent"), and Bach Acquisitions Limited, a Cayman Islands exempted company ("Merger Sub"). The Investors, Holdco, Parent and Merger Sub are hereinafter collectively referred to as the "Parties", and individually, a "Party". Capitalized terms used but not defined herein shall have the mean
Deed of Novation and Amendment relating to Share Purchase Agreement This Deed is made on 11 February 2015. BetweenShare Purchase Agreement • May 29th, 2015 • Nord Anglia Education, Inc. • Services-educational services • Hong Kong
The Original Counterparties, the Transferor and the Transferee shall be referred to collectively as the “Parties” and each a “Party”.
INTERCREDITOR AGREEMENT Dated as of June 25, 2015 Among NORD ANGLIA EDUCATION, INC. as Parent NORD ANGLIA EDUCATION FINANCE LLC as the Company THE COMPANIES NAMED IN PART 1 OF SCHEDULE 1 as the other Debtors THE COMPANIES NAMED IN PART 2 OF SCHEDULE 1...Intercreditor Agreement • December 31st, 2015 • Nord Anglia Education, Inc. • Services-educational services • New York
INTERCREDITOR AGREEMENT dated as of June 25, 2015 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) among HSBC BANK USA, N.A., as term administrative agent (the “Term Administrative Agent”) and as Primary Collateral Agent and security agent for the Secured Parties (the “Primary Security Agent”); HSBC BANK PLC, as Hungarian Collateral Agent (the “Hungarian Collateral Agent”); CITICORP INTERNATIONAL LIMITED, as trustee for the Senior Secured Noteholders (the “Senior Secured Notes Trustee”); NORD ANGLIA EDUCATION, INC., an exempted company incorporated under the laws of the Cayman Islands with its registered office at PO Box 309, Ugland House, South Church Street, Grand Cayman KY1-1104, Cayman Islands and under company number 264950 (“Parent”); NORD ANGLIA EDUCATION FINANCE LLC, a Delaware limited liability company (the “Company”), THE COMPANIES listed in Part 1 of Schedule 1 hereto as debtors (together with the Parent, the “Original Debtors”);
TRANSACTION AGREEMENT by and among NORD ANGLIA EDUCATION, INC., VIKING HOLDCO, INC. VIKING MERGER SUBSIDIARY, LLC, NAE HK HOLDINGS LIMITED, MERITAS, LLC, VIKING HOLDING COMPANY, LLC, STERLING INTERNATIONAL SCHOOLS, STERLING INTERNATIONAL SCHOOLS C...Transaction Agreement • May 29th, 2015 • Nord Anglia Education, Inc. • Services-educational services • Delaware
NORD ANGLIA EDUCATION FINANCE LLC as the Issuer NORD ANGLIA EDUCATION, INC. as the Parent Guarantor The other Guarantors party hereto CHF200,000,000 5.750% SENIOR SECURED NOTES DUE 2022Indenture • December 31st, 2015 • Nord Anglia Education, Inc. • Services-educational services • New York
INDENTURE, dated as of June 25, 2015, among Nord Anglia Education Finance LLC, a public limited company organized under the laws of the State of Delaware (the “Issuer”), Nord Anglia Education, Inc., an exempt company with limited liability organized under the laws of the Cayman Islands (the “Parent Guarantor”), the other Guarantors (as defined below), Citicorp International Limited, as trustee, HSBC Bank USA, N.A., as primary collateral agent (the “Primary Collateral Agent”), HSBC Bank plc, as Hungarian Collateral Agent (the “Hungarian Collateral Agent” and, together with the Primary Collateral Agent, the “Collateral Agents”), Citibank, N.A., London Branch, as paying agent and transfer agent, and Citigroup Global Markets Deutschland AG., as registrar.
SHARE SALE AND SUPPORT AGREEMENTShare Sale and Support Agreement • April 25th, 2017 • Nord Anglia Education, Inc. • Services-educational services • New York
This SHARE SALE AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 25, 2017 by and between (1) Bach Finance Limited, an exempted company with limited liability incorporated under the Law of the Cayman Islands (“Parent”), and (2) Premier Education Holdings Ltd, a Cayman Islands exempted company (“Premier Education”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
Dated 14 October 2014 SHARE PURCHASE AGREEMENT in relation to acquisition of 100% share capital of BIS Ltd. between MAURICE DUC HINH NGUYEN and THUY THU NGO as the Seller Guarantors STELLAR VIEW LIMITED as the Seller NORD ANGLIA EDUCATION LIMITED as...Share Purchase Agreement • May 29th, 2015 • Nord Anglia Education, Inc. • Services-educational services • Hong Kong
