Exhibit 10.46

AMENDED AND RESTATED
CAPITAL CONTRIBUTION AGREEMENT

          THIS AMENDED AND RESTATED CAPITAL CONTRIBUTION AGREEMENT (this “ Agreement ”) is made and entered into as of July 28, 2009, by and between Apollo Group, Inc., an Arizona corporation (“ Apollo ”), Carlyle Venture Partners III, L.P., a Delaware limited partnership (“ Carlyle ”, and together with Apollo and each Affiliate of Apollo and Carlyle that hereafter becomes an owner of shares of the Company’s capital stock, the “ Participants ”) and Apollo Global, Inc., a Delaware corporation (the “ Company ”);

          WHEREAS, Apollo and Carlyle have formed the Company under Delaware law (the “ Company ”) to acquire, own and operate international education services businesses outside of the United States of America (the “ Business ”);

          WHEREAS, the Participants have previously acquired certain shares of the Company’s Common Stock;

          WHEREAS, the Participants intend that the transactions contemplated hereby shall qualify as part of an exchange of property for equity interests under §351 of the Internal Revenue Code;

          WHEREAS, the Participants desire to amend and restate, in its entirety, that certain Joint Venture Agreement entered into as of October 22, 2007, as amended by Amendment No. 1 on March 5, 2008 (the “ Original Agreement ”);

          WHEREAS, pursuant to Section 10.4 of the Original Agreement, the Original Agreement may be amended or modified only upon the express written agreement of Carlyle and Apollo;

          WHEREAS, contemporaneously with the execution and delivery of this Agreement, Apollo exchanged, pursuant to the terms and conditions of the Agreement and Plan of Exchange dated as of the date hereof (the “ Exchange Agreement ”), all of its stock in the Company for the Company’s Class A Common Stock;

          WHEREAS, contemporaneously with the execution and delivery of this Agreement, Carlyle and CVP III Coinvestment, L.P., a Delaware limited partnership (“ CVP ”) exchanged, pursuant to the terms and conditions of the Exchange Agreement, all of their stock in the Company for the Company’s Class B Common Stock; and

          NOW, THEREFORE, in consideration of the foregoing and for other good and valid consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to amend and restate the Original Agreement in its entirety as follows:

ARTICLE I
DEFINITIONS

1.1 Certain Definitions . As used in this Agreement, the following terms shall have the indicated meanings, unless the context otherwise requires:

“ Acquisition ” means the acquisition by the Company or any Subsidiary of (i) all or substantially all of the capital stock or other equity interests of another Person, whether by merger, consolidation, direct or indirect purchase or otherwise, and (ii) all or substantially all of the assets of another Person.

“ Additional Agreements ” means, collectively, the Shareholders’ Agreement, the Master Support Agreement, the Registration Rights Agreement, and the Exchange Agreement.

“ Affiliate ” of a Person means any other Person, entity or investment or co-investment fund directly or indirectly controlling, controlled by or under common control with the Person and, in the case of a Person which is an entity, any shareholder, member, partner or other equity holder of such Person, which, in each case, beneficially owns at least 10% of the outstanding voting interests of the Person. Each fund managed by Carlyle or an Affiliate of Carlyle shall be an Affiliate of Carlyle for purposes of this Agreement, and no portfolio company of Carlyle or its Affiliates shall be considered an Affiliate of Carlyle or such Affiliate for purposes of this Agreement.

“ Apollo Board ” means the Board of Directors of Apollo.

“ Board ” means the Board of Directors of the Company.

“ Business Day ” means any day other than a Saturday, Sunday or bank holiday in New York.

“ Business Plan ” shall have the meaning ascribed to it in Section 6.1(f) hereto.

“ Carlyle Investment Committee ” means the Carlyle Venture Partners Investment Committee.

“ Common Stock ” means, for periods prior to the effectiveness of this Agreement, the common stock, par value $0.001 per share, of the Company, and for periods from and after the effectiveness of this Agreement, the Class A Common Stock and Class B Common Stock, collectively.

“ Expenses ” means all fees and out of pocket expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement, including any transfer or sales taxes and related costs associated with the transfer of operations or assets by any Participant to the Company.

“ Fair Market Value ” means the then current fair market value of shares of Company Stock as determined in good faith by the Board with reference to each of (i) the fair

market value of Persons which are market comparables of the Company and (ii) a market-based multiple of EBITDA for the Company’s trailing twelve (12) months and anticipated EBITDA for the Company’s following twelve (12) months, in each case with appropriate adjustments for nonrecurring or extraordinary expenses and payments to Affiliates of the Company and without any discount for lack of marketability, restrictions on transfer or minority status of the shares of Company Stock. Notwithstanding the immediately preceding sentence, in the event that the Carlyle Investment Committee has decided not to make additional contributions to the capital of the Company which is the subject of a Call Notice pursuant to Section 3.2(a), then from and after such decision, Fair Market Value shall be determined in accordance with the parameters set forth in this definition by the Valuation Firm, which shall reflect its determination in a written report (a “ Valuation Report ”) delivered to each of the Company, Carlyle and Apollo, provided however that the Board, not the Valuation Firm, shall determine the fair market value of shares of Company Stock in accordance with the parameters set forth in this definition which are the subject of Call Notices to Carlyle for dollar amounts of less than $2,000,000 so long as the aggregate dollar amounts subject to Call Notices to Carlyle in any twelve (12) month period does not exceed $7,500,000 (and in the event of such excess, the Valuation Firm, not the Board, shall determine the fair market value of shares of Company Stock from and after the date of such excess).

“ Initial Closing ” means the closing of the sale and purchase of the Initial Shares.

“ Initial Closing Date ” means the date on which the Initial Closing occurred.

“ International Students” means actual or prospective students (including leads for prospective students) who (i) reside outside of the United States of America and its territories; (ii) are not active duty members of the uniformed services of the United States of America and (iii) are not citizens of the United States of America.

“ Master Support Agreement ” means the agreement referenced in Section 7.5 once executed by the Company and Apollo.

“ Person ” means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, a limited liability company, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“ Prime Rate ” means the then-current prime rate as announced by Citibank N.A.

“ Purchased Shares ” means, with respect to a Participant, any shares of Common Stock purchased by such Participant hereunder (including shares issued by the Company in exchange for any such Purchased Shares); and, generally, all such shares purchased hereunder (including any shares issued by the Company in exchange therefor).

“ Shareholders’ Agreement Joinder Agreement ” shall mean a joinder agreement in substantially the form attached as Exhibit A to the Shareholders’ Agreement.

“ Specified Fraction ” is a fraction (i) the numerator of which is the dollar amount, if any, proposed in a Call Notice to be used to provide additional funds to the Company, or to a Subsidiary of the Company which completed the Acquisition, for working capital, capital expenditures or other obligations or commitments of the target of the Acquisition and (ii) the denominator of which is the total dollar amount reflected in such Call Notice.

“ Valuation Firm ” means a nationally recognized Person that provides financial advisory or valuation services, has experience in the postsecondary education sector and is acceptable to each of Apollo and Carlyle.

Defined terms which are used in this Agreement but not expressly defined herein shall have the meanings ascribed to such terms in the Shareholders’ Agreement.

1.2 Construction . Any reference in this Agreement to an Article, Section, subsection, paragraph, clause, Schedule or Exhibit shall be deemed to be a reference to an Article, Section, subsection, paragraph, clause, Schedule or Exhibit to, this Agreement, unless otherwise indicated. The Schedules and Exhibits to this Agreement are incorporated herein by reference and shall be deemed a part of this Agreement.

1.3 Certain Conventions . Unless the context of this Agreement otherwise requires, (a) words of any gender include each other gender, (b) words such as “herein”, “hereof”, and “hereunder” refer to this Agreement as a whole and not merely to the particular provision in which such words appear, (c) words using the singular shall include the plural, and vice versa and (d) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”

ARTICLE II
FORMATION OF THE COMPANY

     Contemporaneously with the execution and delivery of this Agreement, Apollo and Carlyle are (i) filing with the Secretary of State of the State of Delaware an amended Certificate of Incorporation in the form attached hereto as Exhibit A (the “ Certificate of Incorporation ”) and (ii) causing the Company to adopt amended Bylaws in the form attached hereto as Exhibit B (the “ Bylaws ”).

ARTICLE III
CAPITALIZATION OF THE COMPANY

3.1 Initial Shares . Subject to the terms and conditions of the Original Agreement, Apollo purchased from the Company eight thousand (8,000) shares of Common Stock and Carlyle purchased from the Company two thousand (2,000) shares of Common Stock, in each case at a purchase price per share of $1,000 (such shares, with respect to the purchasing Participant, its “ Initial Shares ”). Each of Apollo and Carlyle purchased its Initial Shares on the Initial Closing Date. Contemporaneously with the execution and delivery of this Agreement, Apollo exchanged each share of Common Stock held by Apollo for one share of Class A Common Stock, and each of Carlyle and CVP exchanged each share of Common Stock held by Carlyle and CVP, respectively, for one share of Class B Common Stock. The purchase price per share of Class A

Common Stock and Class B Common Stock will be deemed to equal the purchase price per share of the Common Stock tendered in the exchange. For the avoidance of doubt, any Class A Common Stock or Class B Common Stock received in exchange for Initial Shares shall be treated as Initial Shares for purposes of this Agreement, and any Class A Common Stock or Class B Common Stock received in exchange for Obligatory Additional Shares shall be treated as Obligatory Additional Shares for purposes of this Agreement.

3.2 Obligatory Additional Shares . Subject to the terms and conditions of this Agreement, (i) so long as Apollo is a stockholder in the Company, Apollo shall purchase up to the number of additional shares of Class A Common Stock which have an aggregate purchase price of $793,000,000 and (ii) so long as Carlyle is a stockholder in the Company, Carlyle and its Affiliates (provided, that the number of such Affiliates of Carlyle shall not exceed twenty (20)) shall purchase up to the number of additional shares of Class B Common Stock which have an aggregate purchase price of $197,000,000, in each case at a purchase price per share of Fair Market Value on the date of purchase, except as otherwise provided in Section 3.2(d) (such shares, with respect to the purchasing Participant, its “ Obligatory Additional Shares ”). Notwithstanding the immediately preceding sentence, Apollo shall not be obligated on any date to purchase Obligatory Additional Shares with an aggregate purchase price that exceeds four times the aggregate purchase price of Obligatory Additional Shares purchased by Carlyle and its Affiliates through and including such date. Any purchase by Carlyle or its Affiliates of Obligatory Additional Shares hereunder shall only be required to be made upon the prior approval of the Carlyle Investment Committee, which approval may be given or withheld in its sole discretion. Any purchase by Apollo of Obligatory Additional Shares hereunder shall only be required to be made upon the prior approval of the Apollo Board (or with respect to the purchase of additional shares which have an aggregate purchase price less than or equal to $10,000,000, the investment committee of the Apollo Board), which approval may be given or withheld in its sole discretion. Except as specifically provided in the Shareholders’ Agreement, no rights of Apollo or Carlyle under this Agreement or any Additional Agreement shall be affected by any decision of the Apollo Board or the Carlyle Investment Committee not to purchase Obligatory Additional Shares. Each Participant shall purchase its Obligatory Additional Shares in accordance with the following procedure:

     (a) As and when the growth of the Business requires the Company to make Acquisitions within the Investment Scope and other investments and expenditures which are consistent with both the Investment Scope and the Business Plan (as from time to time in effect), the Board shall deliver to each Participant a written notice in accordance with Section 10.1 specifying the dollar amount (which shall be evenly divisible by $1,000) of the Company’s capital requirements in connection with such purchases or investments and the specific use or uses of such dollar amount by the Company (each such notice, a “ Call Notice ”), provided however , that no Call Notice relating to a proposed Acquisition that (a) has an enterprise value in excess of the lesser of (i) $150,000,000 or (ii) 33.33% of the Company’s total shareholder equity plus indebtedness for borrowed money, determined in accordance with US GAAP and as reflected in the Company’s most recently completed consolidated balance sheet, and (b) requires the Company to incur incremental debt or equity financing shall be delivered by the Company without the prior written consent of both the holders of a majority of the Class A Common Stock and the holders of a majority of the Class B Common Stock. Each Call Notice shall include

either a written determination of Fair Market Value per share of Common Stock by the Board or a Valuation Report, as described in the definition of Fair Market Value. Apollo and Carlyle shall cause the Company to issue, and the Company shall issue, a number of shares of Common Stock equal to the dollar amount specified in the Call Notice divided by the then current Fair Market Value per share of Common Stock, provided however , that Apollo shall purchase only Class A Common Stock and Carlyle and its Affiliates shall purchase only Class B Common Stock.

     (b) If the Apollo Board and the Carlyle Investment Committee have each approved the purchase of Obligatory Additional Shares pursuant to corresponding Call Notices, Apollo shall purchase shares of Class A Common Stock issued pursuant to Section 3.2(a) and Carlyle and its Affiliates shall purchase shares of Class B Common Stock issued pursuant to Section 3.2(a) on the basis of 80.1% of the aggregate number of shares of Common Stock and 19.9% of the aggregate number of shares of Common Stock, respectively. If the Apollo Board approves the purchase of Obligatory Additional Shares pursuant to a Call Notice, but the Carlyle Investment Committee does not approve the purchase of Obligatory Additional Shares pursuant to the corresponding Call Notice, then Apollo may, in its sole discretion (i) have the corresponding Call Notice to Apollo rescinded and of no further force or effect, (ii) purchase its Obligatory Additional Shares, or (iii) purchase all of the Obligatory Additional Shares (which shall all be issued as Class A Common Stock). If the Apollo Board does not approve the purchase of Obligatory Additional Shares pursuant to a Call Notice, Carlyle may, in its sole discretion, (i) have the corresponding Call Notice to Carlyle rescinded and of no further force or effect, (ii) purchase its Obligatory Additional Shares, or (iii) purchase all of the Obligatory Additional Shares (which shall all be issued as Class B Common Stock). The Company agrees to rescind each Call Notice described in clause (i) of each of the two preceding sentences promptly upon the request of Apollo or Carlyle as specified in such sentences but in any event before the date for a Subsequent Closing scheduled in the Call Notice. The closing of such purchases (each such closing pursuant to a Call Notice, a “ Subsequent Closing ”), which shall occur simultaneously, shall occur on or before the tenth (10 ^th ) Business Day following the date of the relevant Call Notice, or on such other date as Carlyle and Apollo may agree upon in writing. The date on which any Subsequent Closing is held is referred to in this Agreement as a “ Subsequent Closing Date ”.

     (c) For avoidance of doubt, the Participants shall not cause the Company to issue pursuant to Section 3.2(a), and the Participants shall not be required to purchase pursuant to Section 3.2(b), any Obligatory Additional Shares in excess of the number of shares set forth in the first paragraph of this Section 3.2.

     (d) Notwithstanding any other provision of this Agreement, including without limitation Section 3.2(a), in the event that the Carlyle Investment Committee has not approved the purchase of Obligatory Additional Shares which relates to an Acquisition and the Board subsequently issues one or more Call Notices to the Participants which total either (x) $25,000,000 for a single Subsequent Closing or (y) $75,000,000 for all Subsequent Closings in any twelve (12) month period, in each case with the specific use or uses of the dollar amounts that are the subject of such Call Notices being to provide additional funds to the Company, or a Subsidiary of the Company which completed such Acquisition, for working capital, capital expenditures or other obligations or commitments of the target of the Acquisition and the Carlyle

Investment Committee does not approve, in its sole discretion, the purchase of Obligatory Additional Shares which are the subject of such subsequent Call Notices, then the Specified Fraction of the Obligatory Additional Shares, if any, purchased by Apollo and its Affiliates shall be purchased at a price described in the following sentence, with the remainder of the Obligatory Additional Shares that are the subject of such Call Notice purchased by Apollo and its Affiliates at Fair Market Value. For each subsequent Call Notice described in the preceding sentence, the price at which Apollo and its Affiliates shall purchase the Specified Fraction of the Obligatory Additional Shares shall be one and one-half times the current Fair Market Value per share of Common Stock.

     (e) The obligation of Apollo to purchase its Obligatory Additional Shares shall be the direct obligation of Apollo and shall be enforceable by the Company and Carlyle. The obligation of Carlyle to purchase its Obligatory Additional Shares shall be the direct obligation of Carlyle and shall be enforceable by the Company and Apollo against Carlyle. The failure of a Participant which is required to purchase its Obligatory Additional Shares pursuant to Sections 3.2(b) and 6.2 shall constitute a material breach of this Agreement by such Participant. If a Participant fails to so purchase its Obligatory Additional Shares, all amounts distributable by the Company to such Participant in any capacity (whether by dividend, distribution, payment under an Additional Agreement or otherwise) shall be suspended, and the Participant’s (or Carlyle’s, in the case of a Participant that is an Affiliate of Carlyle) right to receive distributions from the Company shall not be restored until such Participant shall have paid in full to the Company the consideration due in connection with such Obligatory Additional Shares, plus interest thereon at the Prime Rate annually, calculated from the date such consideration should have been paid to the date it is paid by such Participant.

     (f) The Participants acknowledge that the purchase of any Obligatory Additional Shares hereunder may be made through the contribution of assets owned by either Apollo or Carlyle (“ Contributed Assets ”). Each of Carlyle and Apollo may request that, in addition to the assets of Apollo and its Subsidiaries that are primarily or fully dedicated to enrolling or serving International Students and the university owned by Apollo with half of its campuses presently located outside of the United States of America referred to in Section 10.1, the other consider the advisability of the contribution to the Company of Contributed Assets owned by either of Carlyle or Apollo and, upon the prior written consent of Apollo or Carlyle, as the case may be, Apollo, the Company and Carlyle shall proceed with a due diligence investigation of the Contributed Assets and the valuation thereof. Apollo and Carlyle shall use their good faith efforts to mutually determine the fair market value of any Contributed Assets and, subject to the terms of the Mutual Nondisclosure Agreement between Apollo and Carlyle Investment Management L.L.C. dated August 2, 2007 (the “ Confidentiality Agreement ”), the Participant contributing assets shall, and shall cause its Subsidiaries to, afford to each other Participant’s officers, directors, employees, accountants, counsel, consultants, advisors and agents reasonable access to and the right to inspect, during normal business hours and with reasonable advance notice, all of the real property, properties, assets, records, contracts and other documents related to the Contributed Assets, and shall permit them to consult, during normal business hours and with reasonable advance notice, with the officers, employees, accountants, counsel and agents of the Participant and its subsidiaries for the purpose of making such investigation of the Contributed Assets as such Participant shall desire to make. Each Participant contributing assets shall make

available to each other Participant all such documents and copies of documents and records and information with respect to the Contributed Assets as the other Participant may reasonably request. If Apollo and Carlyle agree, the Contributed Assets shall be contributed to the Company at the agreed valuation therefor subject to the prior negotiation and agreement to the terms of definitive documentation which is appropriate for the transfer of such Contributed Assets and which definitive documentation shall contain customary representations and warranties, covenants, indemnification provisions (including customary caps and thresholds) and closing conditions (including compliance with all applicable regulatory requirements). Within five (5) days of the closing of the transfer of Contributed Assets, the Company shall deliver a Call Notice pursuant to Section 10.1 to each Participant which did not transfer Contributed Assets to the Company in such closing, setting forth the agreed upon fair market value of the Contributed Assets times such Participant’s percentage of the aggregate number of shares of Common Stock specified in the first sentence of Section 3.2(b), together with the determination of the Fair Market Value of shares of Common Stock described in the definition of Fair Market Value. Subject to the satisfaction of Section 6.2, each Participant which did not transfer the Contributed Assets to the Company shall within fifteen (15) days of its receipt of the Call Notice, shall make a capital contribution to the Company in an amount equal to the agreed upon fair market value of the Contributed Assets times such Participant’s percentage of the aggregate number of shares of Common Stock specified in the first sentence of Section 3.2(b) and receive the number of shares of Common Stock which is equal to the capital contribution made by such Participant pursuant to this Section 3.2(f) divided by the Fair Market Value of shares of Common Stock.

3.3 Termination and Survival of Rights and Obligations . A Participant’s obligation to pay consideration due to the Company for shares of capital stock purchased under this Article III shall survive (a) the termination, dissolution, liquidation and winding up of the Company, and for purposes of this Article III, the Company shall be treated as continuing in existence, and (b) the purchase of such Participant’s shares of capital stock by the other Participants or a third person, whether pursuant to the Shareholders’ Agreement or otherwise. The Company may pursue and enforce all rights and remedies that it may have against each Participant under this Article III, including, without limitation, instituting a lawsuit to collect such payments with interest.

3.4 Optional Capital Calls . From and after the date that either (i) Apollo and its Affiliates have purchased at least $801,000,000 in aggregate purchase price of shares of Common Stock pursuant to Sections 3.1 and 3.2 or (ii) Carlyle and its Affiliates have purchased at least $199,000,000 in aggregate purchase price of shares of Common Stock pursuant to Sections 3.1 and 3.2, the Board may deliver additional written notices to each Participant who has purchased all of its Obligatory Additional Shares for the purposes, and consistent with the requirements, set forth in Section 3.2(a) of this Agreement and paragraph in 2 of the Shareholders’ Agreement (the “ Optional Call Notices ”). Each such Participant shall have the right, which it may exercise, in its sole discretion and in whole or in part, but not the obligation, to purchase at one or more Subsequent Closings additional shares of Common Stock (the “ Optional Additional Shares ”) at the prices and in the manner specified in Sections 3.2(b) and 3.2(d) and subject to the satisfaction of the conditions specified in Section 6.2.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PARTICIPANTS

     Each Participant represents and warrants to each other Participant and the Company as of the date hereof, and will represent and warrant to each other Participant and the Company as of each Subsequent Closing Date, as follows:

4.1 Accredited Investor . Such Participant (a) is an “accredited investor” (as that term is defined in Section 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “ Act ”)) because it is either (x) a corporation not formed for the specific purpose of acquiring the securities offered, and has total assets in excess of $5,000,000 or (y) an entity in which all of the equity owners are accredited investors, (b) has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the investment contemplated hereby and (c) has reviewed the merits of such investment with tax and legal counsel and other advisors to the extent deemed advisable. Such Participant will acquire its Purchased Shares for its own account for investment and not with a view to the sale or distribution thereof, and such Participant has no present intention of distribution or selling to others any of such interest.

4.2 Access . Such Participant has had access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the investment in the Purchased Shares under this Agreement. Such Participant further has had the opportunity to obtain all additional information necessary to verify the information to which such Participant has had access.

4.3 Nature of Investment . Such Participant understands that the Purchased Shares are characterized as “restricted securities” under the Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under the Act and related regulations such securities may be resold under the Act only in certain limited circumstances. Such Participant is familiar with and understands such resale limitations imposed by the Act and related regulations and by the Shareholders’ Agreement. Such Participant understands that the Company has no present intention to register any of the Purchased Shares.

4.4 Authorization; Validity; No Conflicts . Such Participant is duly authorized (including by all requisite corporate or stockholder (or equivalent, for entities other than corporations) action on the part of such Participant and its officers and directors and its direct and indirect stockholders (or equivalent equity owners, for entities other than corporations)), and has full power and authority, to execute and perform its obligations under this Agreement and each Additional Agreement to which it is a party, and each such agreement, when executed and delivered by such Participant, constitutes such Participant’s legal, valid and binding obligation enforceable against it in accordance with its terms except (i) as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution, delivery and performance by such Participant of this Agreement and each Additional Agreement

to which it is a party, and the consummation by such Participant of the transactions contemplated hereby and thereby will not (a) conflict with or constitute a default under any agreement, indenture or instrument to which such Participant is a party, (b) conflict with or violate such Participant’s organizational documents or (c) result in a violation of any order, judgment or decree of any court or governmental or regulatory authority having jurisdiction over such Participant or any of its assets.

4.5 Limitation on Representations . Such Participant understands and agrees that each other Participant is only making the representations and warranties set forth in this Article IV, and no other representations or warranties, express or implied, are made by such other Participant.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company represents and warrants to each Participant as of the date hereof, and will represent and warrant to each Participant as of each Subsequent Closing Date as follows:

5.1 Corporate Organization; Authorization .

     (a) The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all corporate requisite power and authority to carry on its business as now conducted and to own or lease its properties and assets. The Company is duly qualified or licensed to do business as a foreign company in good standing in each state of the United States and in each foreign jurisdiction in which the conduct of its business or the ownership or leasing of its properties require such qualification.

     (b) The Company has full corporate power and authority to enter into this Agreement and the Additional Agreements and to carry out the transactions contemplated hereby and thereby. The Board of Directors and stockholders of the Company have taken all action required to authorize the execution and delivery of this Agreement and the Additional Agreements, the performance of the Company’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby. No other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance by it of this Agreement and the Additional Agreements.

     (c) This Agreement and the Additional Agreements to which it is a party have been duly executed and delivered by the Company and constitute legal, valid and binding obligations of the Company, enforceable against it in accordance with the terms of such agreements, except (i) as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

5.2 No Violation .

     The execution, delivery and performance by the Company of this Agreement and the Additional Agreements and the consummation of the transactions contemplated hereby and thereby does not (a) violate, conflict with or result in the breach of any provisions of the Certificate of Incorporation or Bylaws of the Company, (b) in any material respect, violate, conflict with, result in any breach of, constitute a default under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any lien on any shares of Common Stock or any of the assets or property of the Company pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which the Company is a party or by which any shares of Common Stock or any of such assets or properties is bound or affected, (c) require the consent of any party to any material agreement or commitment to which the Company is a party, or by which the Company is bound, or (d) in any material respect, conflict with or violate any law or governmental order to which the Company is subject.

5.3 Consents and Approvals of Governmental Authorities .

     The execution, delivery and performance of this Agreement and each Additional Agreement by the Company does not require any consent, approval, authorization or other order of, action by or declaration, filing or registration with or notification to, any governmental authority to be made or obtained by the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.

5.4 Capitalization .

     The authorized and issued shares of capital stock of the Company, as of immediately prior to the execution and delivery hereof, and as of the execution and delivery hereof, are set forth on Schedule 5.4 . All issued and outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable and all shares of Capital Stock to be issued on each Subsequent Closing Date will, assuming payment in full of the amount specified in the Call Notice or the Optional Call Notice, be validly issued, fully paid and nonassessable. Except as set forth in Schedule 5.4 , there are no other authorized, issued or outstanding shares of capital stock of the Company, nor any options, warrants or other securities convertible into or exchangeable or exercisable for shares of capital stock of the Company, outstanding. Except as set forth on Schedule 5.4 , there are no outstanding options, warrants, rights, contracts, commitments, understandings or arrangements by which the Company is bound to issue, repurchase or otherwise acquire or retire any additional shares of capital stock or other securities of the Company. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any shares of capital stock of the Company other than the Shareholders’ Agreement.

5.5 Subsidiaries .

     Except as set forth on Schedule 5.5 , the Company has no Subsidiaries and does not own any capital stock or other equity securities of any other corporation and has no other type of capital or equity interest in any Person (other than the Company). The Company is not subject to

any obligation or requirement to make any investment (in the form of a loan or capital contribution) in any Person (other than the Company), except as set forth in Schedule 5.5 .

ARTICLE VI
CLOSINGS; CONDITIONS TO CLOSINGS

6.1 Initial Closing . The Initial Closing took place on October 22, 2007.

6.2 Subsequent Closings . Each Subsequent Closing under this Agreement shall take place at the offices of Morgan, Lewis & Bockius LLP, One Market Street, San Francisco, CA 94105 (or such other place as the Participants may agree upon in writing) on the relevant Subsequent Closing Date. Notwithstanding the foregoing provisions of this Section 6.2, the obligation of each Participant to purchase the Obligatory Additional Shares or Optional Additional Shares to be purchased by it at a Subsequent Closing shall be subject to the fulfillment of the following conditions:

     (a) The representations and warranties of each other Participant set forth in Article IV shall be true and correct on such Subsequent Closing Date.

     (b) The representations and warranties of the Company set forth in Article V, including updated Schedules 5.4 and 5.5 , shall be true and correct on the Subsequent Closing Date.

     (c) The other Participant shall have purchased all of the Initial Shares to be purchased by it at the Initial Closing.

     (d) Each Participant shall have received all required governmental and regulatory approvals, and all waiting periods under any applicable antitrust regulations shall have expired, in connection with the formation of the Company and the consummation of the transactions contemplated by this Agreement.

     (e) The Company shall have developed a written business plan mutually acceptable to the Participants (the “ Business Plan ”) and in the event that the Business Plan is dated more than twelve months before the date of a Subsequent Closing, the Business Plan shall have been updated on such terms mutually acceptable to the Participants.

     (f) The Company shall have received either (i) payment from each other Participant of the purchase price for the Obligatory Additional Shares or Optional Additional Shares to be purchased by such Participant at such Subsequent Closing by wire transfer of immediately available funds to an account designated by or on behalf of the Company on or prior to the Subsequent Closing, or (ii) transfer of Contributed Assets, pursuant to Section 3.2(f), by such Participant to the Company at their fair market value, as mutually agreed by the Participants pursuant to Section 3.2(f).

     (g) The Company shall have maintained in full force and effect a directors’ and officers’ liability policy in such amounts and on such terms mutually acceptable to the Participants.

     (h) This Agreement and the Additional Agreements shall be in full force and effect and neither the Company nor any other Participant which is not an Affiliate shall be in material breach of its obligations under this Agreement or under the Additional Agreements.

     (i) Each Participant shall have executed either the Shareholders’ Agreement or a Shareholders’ Agreement Joinder Agreement.

ARTICLE VII
CERTAIN COVENANTS

7.1 Shareholders’ Agreement; Restrictions on Transfer . At or prior to the Initial Closing, the Company, Carlyle and Apollo executed a Shareholders’ Agreement. On the date of this Agreement, the Company, Carlyle and Apollo shall execute an amended and restated Shareholders’ Agreement in the form attached hereto as Exhibit C (the “ Shareholders’ Agreement ”), pursuant to which the Company, Carlyle and Apollo shall impose certain restrictions on the transfer of Shares (as defined in the Shareholders’ Agreement) and set forth their agreement with respect to certain other matters as described therein. Each of Apollo and Carlyle agrees that no sale, assignment or transfer of its Purchased Shares shall be valid or effective, and the Company shall not be required to give any effect to any such sale, assignment or transfer, unless (a) the sale, assignment or transfer of such Purchased Shares is registered under the Act or (b) such sale, assignment or transfer is otherwise exempt from registration under the Act. In addition, each of Apollo and Carlyle agrees that any sale, assignment or transfer of its Purchased Shares shall be made in compliance with the Shareholders’ Agreement. Each of Apollo and Carlyle acknowledges that the certificate or certificates evidencing its Purchased Shares shall bear a legend stating or referring to the foregoing transfer restrictions.

7.2 Registration Rights Agreement . At or prior to the Initial Closing, the Company, Carlyle and Apollo executed, and caused the Company to execute, a Registration Rights Agreement in the form attached hereto as Exhibit D (the “ Registration Rights Agreement ”).

7.3 Further Assurances . The Company, Apollo and Carlyle agree to use their best efforts to obtain all necessary consents and approvals and expiration of all waiting periods (including all required governmental and regulatory approvals and waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended), for the consummation of the transactions contemplated by this Agreement. The Company, Apollo and Carlyle further agree to take or cause to be taken all such corporate (or equivalent, for entities other than corporations) and other action, including executing and/or delivering further instruments and documents, as may be necessary to effect the intent and purposes of this Agreement.

7.4 Public Announcements . All press releases and other public disclosure concerning the existence or terms of this Agreement, the Additional Agreements or the transactions contemplated hereby and thereby from and after the date hereof will be subject to review by and approval each of Apollo and Carlyle, which approval shall not be unreasonably withheld;

provided , that to the extent a Participant shall have received the written advice of counsel that it is required to make an announcement pursuant to any law, regulation, order or stock exchange rule, it shall be permitted to do so even if it has not obtained the approval of the other Participant so long as it has used reasonable efforts to consult with and obtain consent of the other Participant to the content of the announcement and strictly limits such announcement to the minimum disclosure required.

7.5 Master Support Agreement . The Company and Apollo shall use their reasonable efforts to execute and deliver a Master Support Agreement on terms and conditions mutually agreed upon by Apollo and Carlyle, which terms will include the reimbursement of Apollo’s expenses for such services at rates to be mutually agreed upon by Apollo and Carlyle.

7.6 International Students . Apollo and Carlyle expect that from and after the date that the International Assets (as defined in Section 10.1) are transferred to the Company, all educational and other related activities directed toward International Students engaged by Apollo or its Subsidiaries shall be engaged in by the Company (or its Subsidiaries) to the exclusion of Apollo and its other Subsidiaries. Apollo agrees that during the period which commences on the date that the International Assets have been contributed to the Company and ends on the last day of the term of this Agreement, neither Apollo nor any of its Subsidiaries (other than the Company or its Subsidiaries) shall solicit or recruit International Students. Apollo and its Subsidiaries shall use their reasonable best efforts to transfer the International Assets to the Company within eighteen (18) months after the date of this Agreement. In the event that any International Asset is not contributed to the Company notwithstanding the use of reasonable best efforts by Apollo and its Subsidiaries, representatives of Apollo and Carlyle shall meet immediately after the meeting of the board of directors of the Company which follows the eighteen (18) month anniversary of this Agreement and engage in good faith negotiations regarding the reclassification of such International Asset that has not been contributed to the Company as a “Reclassified Asset” for purposes of this Agreement. Apollo agrees that it shall not unreasonably withhold, delay or condition its consent to the reclassification of an International Asset which is not contributed to the Company as a Reclassified Asset. Apollo agrees that commencing on the date that a business(es) or asset(s) become a Reclassified Asset, neither Apollo nor its Subsidiaries (other than the Company or its Subsidiaries) shall directly or indirectly solicit International Students by, through or for the benefit of the Reclassified Asset or any part or division thereof until the last day of the term of this Agreement. In the event that after the date of this Agreement either Apollo or its Subsidiaries (other than the Company or its Subsidiaries) acquire any Person, business or assets that are either (a) within the Investment Scope and the holders of a majority of the Class B Common Stock have not withheld their consent to such acquisition pursuant to paragraph 2(b)(1)(iv) of the Shareholders’ Agreement (if such consent is required under such paragraph) or (b) not within the Investment Scope because the principal operations and facilities of the educational services business of the acquired Person, business or assets are located within the United States but such Person, business or assets also include secondary or ancillary educational services operations and facilities outside of the United States (an “Ancillary International Business”), neither Apollo nor any of its Subsidiaries (other than the Company or its Subsidiaries) shall directly or indirectly solicit International Students by, through or for the benefit of either an International Asset described in clause (a) of this sentence or an Ancillary International Business for a period which commences on the date that such

International Asset or Ancillary International Business is acquired or controlled by Apollo or its Subsidiaries and ends on the last day of the term of this Agreement. Notwithstanding the first sentence of this Section 7.6 but subject to clause (b) of the fourth sentence of this Section 7.6, neither Apollo nor its Subsidiaries shall be prohibited or restricted in any manner from advertising, promoting or marketing: (I) to students and prospective students generally, including advertising, promoting or marketing via the internet (or using internet search methods) any programs or educational services to students and prospective students (including leads for prospective students) so long as such advertising, promotions or marketing activities are not developed for, intended to target or otherwise directed to, International Students; or (II) any business or assets that:(x) are not within the Investment Scope (as defined in the Shareholders’ Agreement); (y) are not actually engaged in, used for or planned to be engaged in or used for marketing, promoting, soliciting, responding to leads and related activities for, or on behalf of, education or corporate training programs or services for International Students and (z) have been acquired by Apollo or its Subsidiaries in accordance with this Agreement.

ARTICLE VIII
TERM AND TERMINATION

8.1 Term and Termination . This Agreement shall become effective as of the date hereof and thereafter shall remain in full force and effect until terminated in accordance with this Agreement. This Agreement shall be terminated upon the first to occur of the following events: (a) the written agreement of Apollo and Carlyle, (b) the dissolution of the Company, or (c) one Participant holds all the issued and outstanding shares of capital stock of the Company.

8.2 Effect of Termination . The termination of this Agreement for any cause shall not in any way affect or be deemed to affect any obligation of either party having accrued prior to the termination hereof or any right or obligation which, by its terms, is to survive the termination of this Agreement.

ARTICLE IX
DISPUTE RESOLUTION

9.1 Arbitration; Consent to Jurisdiction and Service . Any dispute hereunder shall be settled by arbitration in Wilmington, Delaware in accordance with the commercial arbitration rules then in effect of the American Arbitration Association. The parties consent to the jurisdiction of the state or federal courts of the State of Delaware for all purposes in connection with arbitration, and to service of process by first class United States mail delivered in accordance with the applicable rules of such courts. The award entered by the arbitrator(s) shall be final and binding on all parties to arbitration. Each party shall bear its respective arbitration expenses and shall each pay its pro rata share of the arbitrator’s charges and expenses. All proceedings shall be conducted, and all submissions shall be made, in English.

9.2 Specific Performance . The parties hereby acknowledge and agree that the obligations imposed on them in this Agreement are special, unique and of an extraordinary character, and

that irreparable damage may result in the event that this Agreement is not specifically enforced (including without limitation any restrictions on transfer of Purchased Shares) and the parties hereto agree that any damages available at law for a breach of this Agreement would not be an adequate remedy. Therefore, the provisions hereof and the obligations of the parties hereunder shall be enforceable by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies and all other remedies provided for in this Agreement shall, however, be cumulative and not exclusive and shall be in addition to any other remedies which any party may have under this Agreement or otherwise.

9.3 NO EXTRAORDINARY DAMAGES . NOTWITHSTANDING ANY TERM OR PROVISION OF THIS AGREEMENT, NEITHER PARTY NOR THEIR RESPECTIVE OFFICERS, EMPLOYEES OR AGENTS, SHALL BE LIABLE TO THE OTHER PARTY OR ITS RESPECTIVE OFFICERS, EMPLOYEES OR AGENTS, FOR CLAIMS FOR PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER A CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF ANY APPLICABLE DECEPTIVE TRADE PRACTICES ACT OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE.

9.4 Governing Law . This Agreement shall be construed according to and governed by the laws of the State of Delaware, without reference to conflicts of laws principles.

ARTICLE X
GENERAL PROVISIONS

10.1 Expected Contributed Assets . Apollo and Carlyle expect that the business, operations, assets and goodwill of each of the assets of Apollo and its Subsidiaries that are primarily or fully dedicated to enrolling or serving International Students (collectively, the “ International Assets ”) will be contributed to the Company by Apollo in exchange for Obligatory Additional Shares pursuant to and in accordance with Section 3.2(f) after consolidating financial statements have been completed for each of the International Assets.

10.2 Notices . All notices, requests, demands and other communications hereunder shall be in writing and delivered to the relevant party at its address set forth below (or such other address as notified by one party to the other) by any of the following methods: (a) personal delivery, (b) United States mail, postage prepaid, (c) pre-paid, nationally recognized overnight courier or (d) fax with a copy following by any method described in the foregoing clauses (a) to (c). Notices will be deemed to have been given hereunder when delivered personally, five days after deposit in the U.S. mail and one day after deposit with a nationally recognized overnight courier service.

If to the Company:

Apollo Global, Inc.
227 West Monroe
Suite 3600
Chicago, IL 60606

Attn: Chief Financial Officer
Facsimile: (312) 578-0489

If to Apollo or its Affiliates:

Apollo Group, Inc.
4025 South Riverpoint Parkway
Mail Stop CF-KX01
Phoenix, AZ 85040
Attention: Chief Financial Officer
Facsimile: (602) 557-3898

With a required copy to:

Morgan, Lewis & Bockius LLP
One Market, Spear Street Tower
San Francisco, CA 94105
Attention: William A. Myers, Esq.
Facsimile: (415) 442-1001

If to Carlyle or its Affiliates:

1001 Pennsylvania Avenue, N.W.
Suite 220 South
Washington, DC 20004-2505
Attention: Brooke B. Coburn
Facsimile: (202) 347-1818

With a required copy to:

Dickstein Shapiro LLP
1825 Eye Street, NW
Washington, DC 20006-5403
Attention: Neil Lefkowitz
Facsimile: (202) 420-2201

Any party shall have the right to change its address for notice hereunder from time to time to such other address as may hereafter be furnished in writing by such party to the other party

10.3 Relationship . Neither party, nor any of its employees, customers or agents, shall, by virtue of this Agreement, be deemed to be the representative, employee or agent of the other party for any purpose whatsoever, nor shall they or any of them have, by virtue of this Agreement, any authority or right to assume or create an obligation of any kind or nature, expressed or implied, on behalf of the other party, nor to accept service of any legal process of any kind addressed to, or intended for, the other party.

10.4 Amendments . This Agreement may be amended or modified only upon the express written agreement of Carlyle and Apollo.

10.5 No Waiver of Default . No consent or waiver, express or implied, by any party with respect to any breach or default hereunder by any other shall be deemed or construed to be a consent or waiver with respect to any other breach or default by such other party of the same provision or any other provision of this Agreement. Failure on the part of either party to complain of any act or failure to act of any other party or to declare such party in default shall not be deemed or constitute a waiver by such party of any rights hereunder with respect to such act or failure to act.

10.6 No Third Party Rights . None of the provisions contained in this Agreement shall be for the benefit of or enforceable by any person who is not a party to this Agreement; provided , that, Carlyle Affiliates which own shares of the capital stock of the Company shall be entitled to all rights and benefits of Carlyle under this Agreement. The parties hereto expressly retain any and all rights to amend this Agreement as provided herein, notwithstanding any interest in this Agreement held by the Company or any third person.

10.7 No Assignment; Binding Agreement . No party hereto may assign this Agreement or any of its rights or obligations hereunder, except with the prior written consent of the others; provided , that in the event that either (i) a Participant transfers its shares of capital stock of the Company to a third person in accordance with the Shareholders’ Agreement or (ii) a Carlyle Affiliate purchases from the Company shares of the capital stock of the Company, consent to the assignment of this Agreement to such third person shall be deemed to have been given, so long as such third person agrees in writing to assume all of the obligations of the transferring Participant hereunder. Subject to the foregoing, the provisions of this Agreement shall be binding upon, and, except as otherwise provided herein, shall inure to the benefit of the parties and their respective successors and permitted assigns.

10.8 Severability . In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by law.

10.9 Fees and Expenses . The reasonable Expenses of each Participant shall be paid by the Company.

10.10 No Election of Remedies . No provision of, or any rights granted or remedies available under, this Agreement or, when executed and delivered, any Additional Agreement shall limit the availability of any other right or remedy for the breach or violation of any of the provisions contained in this Agreement or, when executed and delivered, any Additional Agreement.

10.11 Headings . The headings of the articles and sections of this Agreement are for convenience only and shall not be considered in construing or interpreting any of the terms or provisions hereof.

10.12 Entire Agreement . This Agreement, the Confidentiality Agreement and, when executed and delivered, the Additional Agreements, and any document required to be executed by any of such agreements, contain the entire agreement between the parties, and supersede all prior writings or agreements, with respect to the subject matter hereof.

10.13 Counterparts . This Agreement may be executed in several counterparts, all of which together shall constitute one agreement binding on all parties, notwithstanding that all the parties have not signed the same counterpart.

[Remainder of page intentionally left blank]

          IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Capital Contribution Agreement to be duly executed as of the date first written above.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION
THAT MAY BE ENFORCED BY THE PARTIES.

[Signature Page to Capital Contribution Agreement]

EXHIBIT A

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

AMENDED AND RESTATED

     Apollo Global, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that:

     1. The name of the corporation is Apollo Global, Inc. The original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on October 18, 2007.

     2. This Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 and 245 of the General Corporation Law of the State of Delaware by the Board of Directors and stockholders of the corporation.

     3. This Amended and Restated Certificate of Incorporation restates and integrates and amends the provisions of the corporation’s original Certificate of Incorporation.

     4. The text of the original Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

ARTICLE I

     The name of this corporation is: APOLLO GLOBAL, INC.

ARTICLE II

     The address of the registered office of the corporation in the State of Delaware is 2711 Centreville Road, Suite 400, City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

     The nature of the business or purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

     The name of the corporation’s incorporator is Peter S. Park, c/o Morgan Lewis & Bockius LLP, One Market, Spear Street Tower, San Francisco, California 94105.

ARTICLE V

     The corporation is authorized to issue two (2) classes of stock to be designated, respectively, “Class A Common Stock” and “Class B Common Stock”. The total number of shares that the corporation is authorized to issue is 651,796 shares. 553,822 shares shall be Class A Common Stock, par value of $0.001 per share and 97,974 shares shall be Class B Common Stock, par value of $0.001 per share. The holders of the Class A Common Stock and the holders of the Class B Common Stock are entitled to one vote for each share of Class A Common Stock and each share of Class B Common Stock held at all meetings of the stockholders (and written actions in lieu of meetings). Except as otherwise