APOL Apollo Education Grp., Inc.

Item 1.01 Entry into a Material Definitive Agreement.

On February 15, 2008, Apollo Group, Inc. posted a $95 million supersedeas bond (the "Bond") to stay the judgment rendered on January 30, 2008 by the United States District Court for the District of Arizona in a consolidated securities class action lawsuit brought by the Policemen’s Annuity and Benefit Fund of Chicago. The stay will remain in effect until the resolution of our post-trial motions for relief.

We also entered into various agreements in order to post the Bond. In particular, on February 14, 2008, we entered into a Registered Pledge and Master Security Agreement (the "Master Agreement") with Travelers Casualty and Surety Company of America (the "Secured Party"), a Control Agreement (the "Control Agreement") with the Secured Party and Smith Barney Inc., and a General Contract of Indemnity (the "Indemnity Agreement") for the benefit of the Secured Party. Under the Master Agreement, we pledged our shares held in a Smith Barney Money Funds, Inc. Cash Portfolio (the "Shares") as collateral to secure full payment of the Bond and to secure our general obligations under the Master Agreement and the Indemnity Agreement. Under the Master Agreement, we are subject to the customary restrictions, limitations and covenants that apply to similar types of collateral. The Control Agreement provides the Secured Party with the right to exclusive control over the Shares upon a default by us under the Master Agreement or the Indemnity Agreement. The Indemnity Agreement, among other things, indemnifies the Secured Party for any losses that it may incur as a result of furnishing us with the Bond and grants the Secured Party the right to use the Shares to satisfy claims against the Bond if we do not timely satisfy such claims.