Joint Filing AgreementJoint Filing Agreement • April 28th, 2014 • McGraw-Hill Global Education Intermediate Holdings, LLC • Services-educational services
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13D with respect to the securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. In evidence thereof, the undersigned hereby execute this Agreement as of April 25, 2014.
CONSORTIUM AGREEMENT among JULIA HUANG SHAWN DING SOUTH LEAD TECHNOLOGY LIMITED MORAL KNOWN INDUSTRIAL LIMITED and THE EXISTING SHAREHOLDERS NAMED HEREIN Dated as of August 16, 2013Consortium Agreement • December 6th, 2013 • McGraw-Hill Global Education Intermediate Holdings, LLC • Services-educational services • New York
THIS CONSORTIUM AGREEMENT is made as of August 16, 2013, among Julia Huang and Shawn Ding (each, a “Founder” and together, the Founders”), South Lead Technology Limited, a company incorporated under the laws of the British Virgin Islands (“South Lead”),Moral Known Industrial Limited, a company incorporated under the laws of the British Virgin Islands (together with South Lead, the “Founder Vehicles” and, together with the Founders, the “Founder Parties”), and each of the existing shareholders of the Target (as defined below) set forth on the signature pages hereto (each, an “Existing Shareholder” and collectively, the “Existing Shareholders”). Each of the Founder Parties and each of the Existing Shareholders is referred to herein as a “Party” and collectively, the “Parties”.
VOTING AGREEMENTVoting Agreement • January 3rd, 2014 • McGraw-Hill Global Education Intermediate Holdings, LLC • Services-educational services • New York
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2013, by and among CHINAEDU HOLDINGS LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdings”), CHINAEDU CORPORATION, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) and certain shareholders of the Company, listed on Schedule A (each, a “Voting Shareholder” and collectively, the “Voting Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
CONTRIBUTION AGREEMENTContribution Agreement • January 3rd, 2014 • McGraw-Hill Global Education Intermediate Holdings, LLC • Services-educational services • New York
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2013 by and among CHINAEDU HOLDINGS LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdings”), and certain shareholders of ChinaEdu Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
Dated 24 December 2013Facility Agreement • January 3rd, 2014 • McGraw-Hill Global Education Intermediate Holdings, LLC • Services-educational services • Hong Kong
(SHAWN XIANG DING and HUANG JULIA BO, collectively, shall be referred to as the “Individual Guarantors”; and together with the Corporate Guarantors, shall be referred to as the “Guarantors”)
SHAREHOLDERS AGREEMENTShareholders Agreement • January 3rd, 2014 • McGraw-Hill Global Education Intermediate Holdings, LLC • Services-educational services • New York
This SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2013 by and among ChinaEdu Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdings”) and each person who shall become a shareholder of Holdings (each, a “Shareholder” and collectively, the “Shareholders”) in connection with the transactions contemplated by the Merger (defined below). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
FIRST AMENDMENT TOConsortium Agreement • December 6th, 2013 • McGraw-Hill Global Education Intermediate Holdings, LLC • Services-educational services • New York
THIS FIRST AMENDMENT TO CONSORTIUM AGREEMENT (“Amendment”) is made and entered into as of December 5, 2013 by and among the Founder Parties and the Existing Shareholders with reference to the following:
McGraw-Hill Global Education Intermediate Holdings, LLC As Guarantor to the 9.75% First-Priority Senior Secured Notes due 2021 and the Senior Facilities Comprised of Term Loan Facility due 2019 and Revolving Credit Facility due 2018 Quarterly Report...McGraw-Hill Global Education Intermediate Holdings, LLC • May 16th, 2014
On March 22,2013, MHE Acquisition, LLC, a wholly-owned subsidiary of Georgia Holdings, Inc., acquired all of the outstanding equity interests of certain subsidiaries of The McGraw-Hill Companies, Inc. (“MHC”) (the “Founding Acquisition”). The acquired subsidiaries included all of MHC’s educational materials and learning solutions business, which is comprised of two elements (i) the Higher Education, Professional, and International Group (the “HPI business”) which includes post-secondary education and professional products both in the U.S. and internationally and (ii) the School Education Group business (the “SEG business”), which includes school and assessment products targeting students in the pre-kindergarten through secondary school market.
INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 2Incremental Assumption Agreement • May 5th, 2015 • McGraw-Hill Global Education Intermediate Holdings, LLC • Books: publishing or publishing & printing • New York
INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 2 (this “Agreement”) dated as of May 4, 2015 relating to the First Lien Credit Agreement dated as of March 22, 2013 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”) among MCGRAW-HILL GLOBAL EDUCATION HOLDINGS, LLC (the “Borrower”), MCGRAW-HILL GLOBAL EDUCATION INTERMEDIATE HOLDINGS, LLC (“Holdings”), the Lenders party thereto from time to time and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”).
