AMENDMENT AND RESTATEMENT AGREEMENT TO THE LOAN AGREEMENT DATED 13 May 2014 between AMBOW EDUCATION HOLDING LTD. as Borrower and AMBOW COLLEGE MANAGEMENT LIMITED AMBOW EDUCATION CO. LTD. AMBOW EDUCATION LTD. AMBOW EDUCATION MANAGEMENT (HONG KONG)...Loan Agreement • May 15th, 2014 • Baring Asia Private Equity Fund v Co-Investment L.P. • Services-educational services • New York
LOAN AGREEMENT (this “Agreement”) was originally dated June 12, 2012, amended and restated on October 24, 2012, further amended on April 29, 2013 and is amended and restated on the Effective Date, between (1) AMBOW EDUCATION HOLDING LTD., a company organized and existing under the laws of the Cayman Islands (the “Borrower”) and (2) AMBOW COLLEGE MANAGEMENT LIMITED, a company incorporated under the laws of Hong Kong, with registration no. 1269010, (3) AMBOW EDUCATION CO. LTD., a company organized and existing under the laws of the Cayman Islands, (4) AMBOW EDUCATION LTD., a company organized and existing under the laws of the Cayman Islands, (5) AMBOW EDUCATION MANAGEMENT (HONG KONG) LIMITED, a company incorporated under the laws of Hong Kong, with registration no. 1389402, (6) AMBOW EDUCATION (HONG KONG) LIMITED, a company incorporated under the laws of Hong Kong, with registration no. 1195960, (7) AMBOW EDUCATION MANAGEMENT LTD., a company organized and existing under the laws of the
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 15th, 2014 • Baring Asia Private Equity Fund v Co-Investment L.P. • Services-educational services
This Assignment and Assumption Agreement (the “Assignment”) is dated as of the Effective Date (the “Assignment Date”) and is entered into by and between, among others, the Original Lender and Baring Private Equity Asia V Holding (4) Limited (the “Assignee”). The Standard Terms and Conditions for Assignment Agreement set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.
CHINA EDUCATION INVESTMENT HOLDING LIMITED Trinity Chambers, P.O. Box 4301 Road Town, Tortola British Virgin IslandsBaring Asia Private Equity Fund v Co-Investment L.P. • May 15th, 2014 • Services-educational services
We, China Education Investment Holding Limited (“we” or “CEIHL”), refer to the Restructuring Agreement dated May 5, 2014 (the “Restructuring Agreement”) among Ambow Education Holding Ltd. (in provisional liquidation), CEIHL and Edward Middleton, Wing Sze Tiffany Wong and Kris Brighton, each of KPMG (the “JPLs”). Reference is also made to the Undertaking given on May 5, 2014 (the “Undertaking”) by the JPLs and CEIHL in favor of Campus Holdings Limited, a Baring affiliate. Capitalized terms used and not otherwise defined herein have the same meaning as in the Restructuring Agreement.
