APOLLO EDUCATION GROUP INC - FORM 10-K - EX-10.49 - October 27, 2009

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10-K - FORM 10-K - APOLLO EDUCATION GROUP INCp16132e10vk.htm
EX-10.3 - EX-10.3 - APOLLO EDUCATION GROUP INCp16132exv10w3.htm
EX-10.47 - EX-10.47 - APOLLO EDUCATION GROUP INCp16132exv10w47.htm
EX-10.46 - EX-10.46 - APOLLO EDUCATION GROUP INCp16132exv10w46.htm
EX-10.20 - EX-10.20 - APOLLO EDUCATION GROUP INCp16132exv10w20.htm
EX-10.23C - EX-10.23C - APOLLO EDUCATION GROUP INCp16132exv10w23c.htm
EX-10.23D - EX-10.23D - APOLLO EDUCATION GROUP INCp16132exv10w23d.htm
EX-21 - EX-21 - APOLLO EDUCATION GROUP INCp16132exv21.htm
EX-31.3 - EX-31.3 - APOLLO EDUCATION GROUP INCp16132exv31w3.htm
EX-23.1 - EX-23.1 - APOLLO EDUCATION GROUP INCp16132exv23w1.htm
EX-31.2 - EX-31.2 - APOLLO EDUCATION GROUP INCp16132exv31w2.htm
EX-31.1 - EX-31.1 - APOLLO EDUCATION GROUP INCp16132exv31w1.htm
EX-32.1 - EX-32.1 - APOLLO EDUCATION GROUP INCp16132exv32w1.htm
EX-32.3 - EX-32.3 - APOLLO EDUCATION GROUP INCp16132exv32w3.htm
EX-32.2 - EX-32.2 - APOLLO EDUCATION GROUP INCp16132exv32w2.htm
EX-10.50 - EX-10.50 - APOLLO EDUCATION GROUP INCp16132exv10w50.htm
Exhibit 10.49
AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
          THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) 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”), Apollo Global, Inc., a Delaware corporation (“Global”).
          WHEREAS, Apollo, Carlyle and Global are parties to that certain Registration Rights Agreement, dated October 22, 2007 (the “Agreement”); and
          WHEREAS, the parties have amended the Joint Venture Agreement dated as of October 22, 2007 and desire to amend the Agreement in accordance with paragraph 10(d) thereof to update certain references to the Joint Venture Agreement in order to correct such references as further described below.
          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 hereby agree as follows:
          1. The references in the Agreement to “Joint Venture Agreement” are hereby deleted and replaced with “Capital Contribution Agreement”.
          2. Except as amended hereby, the Agreement shall remain in full force and effect. This Amendment may be executed in two or more counterparts and by facsimile, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[Signature Page to Amendment No. 1 to Registration Rights Agreement]

 

 

          IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 to Registration Rights Agreement as of the date first set forth above.
         
  APOLLO GLOBAL, INC.
 		  
  By:   /s/ Jeffrey Langenbach    
    Name:   Jeffrey Langenbach   
    Title:   President   
 
 
  APOLLO GROUP, INC.
 		  
  By:   /s/ Brian L. Swartz    
    Name:   Brian L. Swartz   
    Title:   Chief Financial Officer   
 
 
  CARLYLE VENTURE PARTNERS III, L.P.
 		  
  By:   TCG VENTURES III, L.P.,    
    as the General Partner   
       
  By:   TCG VENTURES III, L.L.C.,    
    as the General Partner   
       
     
  By:   /s/ Brooke Coburn    
    Name:   Brooke Coburn   
    Title:   Managing Director   
 
[Signature Page to Amendment No. 1 to Registration Rights Agreement]

 

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