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HOUSE_OVERSIGHT_024478

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The initial closing of this offering will require a minimum investment (including the amount attributable to KUE LLC through conversion of its preferred limited partner units, including accrued dividends at the option of KUE LLC, into Common LP Units) of U.S. $280.0 million, There can be no assurance of additional closings after the Initial closing of the offering, whether before the completion of the Offering Period on March 31, 2007 or thereafter. Unless there are subsequent closings or offerings, cash available for acquisitions and expansion would be limited to available cash of KLC and KUE and proceeds of future financings of KLC and KUE. 6.1.2 The Company plans to acquire or invest in non-U.S. companies. This international expansion strategy is untested, and may include acquisitions or developments in countries where for-profit education is not well established Foreign acquisitions involve certain risks not typically associated with U.S. acquisitions, including risks relating to (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. doilar and the various foreign currencies in which the Company’s non-U.S. interests are denominated, and costs associated with conversion from one currency into another; (ii) differences between the U.S. and foreign securities markets, including potential price volatility in and relative illiquidity of some foreign securities markets, the absence of uniform accounting and financial reporting standards and disclosure requirements and less governmental supervision and regulation; (ffi) certain economic and political risks, including potential restrictions on foreign acquisition and repatriation of capital, and the risks of political, economic or social instability and the possibility of expropriation or confiscatory taxation; {iv) the possible imposition of foreign taxes on income and gains; and (v} differences in applicable legal systems, including the possibility that the Company may experie

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