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
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”);
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.
