exv10w23c






Exhibit 10.23c




AMENDMENT TO SHAREHOLDER AGREEMENT




     This Amendment to Shareholder Agreement is made as of June 23, 2006 by and among John G.
Sperling, Peter V. Sperling, and the John Sperling Voting Stock Trust (each a “Shareholder” and
collectively the “Shareholders”) and Apollo Group, Inc. (the “Company”).



     Whereas, the Shareholders and the Company are parties to a Shareholders Agreement dated as of
September 7, 1994, as previously amended as of May 25, 2001 (the “Agreement”); the other parties to
the Agreement (William H. Gibbs, John D. Murphy, James W. Hoggatt, and Jerry F. Noble) no longer
own any of the Class B Common Stock of the Company; and the Shareholders wish to further amend the
Agreement;



     Now, therefore, it is agreed:



     1. Section 5 of the Agreement is amended in its entirety to read:




     “5. Transfer to a Trust. Notwithstanding the provisions of Section 1 or
Section 7 hereof, a Shareholder may transfer Shares to a trust created by the Shareholder
(“Shareholder Trust”), provided that such a Shareholder Trust enters into an agreement with
the Company acknowledging the existence of this Agreement and agreeing that any disposition
of the Shares by the Shareholder Trust (including any transfers to beneficiaries) will be
made in compliance with the terms and conditions of this Agreement. All of the trustee(s)
of a Shareholder Trust must be (1) a Shareholder, (2) Jon S. Cohen, (3) Terri Bishop, or (4)
a person or persons approved by the Board of Directors of the Company. The Shares so
transferred shall not be converted into shares of the Company’s Class A Common Stock as a
result of such transfer.”



     2. Section 16 of the Agreement is amended in its entirety to read:




     “16. Shareholder Defined. In addition to John G. Sperling, Peter V. Sperling,
and the John Sperling Voting Stock Trust, the term Shareholder as used herein shall also
include (i) any person, his successors and assigns, and any corporation, partnership, joint
venture, association, or other entity, whether or not such individual or entity is a
Shareholder as of the date hereof, who acquires any Shares from any Shareholder, directly or
indirectly, by any means whatsoever in a transaction permitted by this Agreement, or (ii)
any person or entity who acquires Shares from the Company and who agrees (and whose spouse
consents, if necessary) to become a party to and be bound by the terms of this Agreement,
but any Shareholder who no longer owns any Shares shall not be entitled to any of the
benefits of this Agreement.”



     3. Peter V. Sperling represents and warrants that his shares of Class B Common Stock are his
sole and separate property.



     4. The Agreement, as hereby amended, is confirmed.



 









 





     In witness whereof, the parties have executed this document as of the date stated above.



	 	 	 	 	 
	Shareholders:	 	The Company:
	 
	 	 	 	 
	/s/ John G. Sperling
 	 	APOLLO GROUP, INC.
	 
	 	 	 	 
	John G. Sperling
	 	 	 	 
	 
	 	 	 	 
	/s/ Peter V. Sperling

	 	By:
	 	/s/ John G. Sperling
	 
	 	 	 	 
	Peter V. Sperling
	 	 	 	 






	 	 	 	 	 
	JOHN SPERLING VOTING STOCK TRUST

 	 	 
	By:  	/s/ John G. Sperling
 	 	 
	 	John G. Sperling, Trustee 	 	 
	 
	 	 	 
	By:  	/s/ Peter V. Sperling
 	 	 
	 	Peter V. Sperling, Trustee 	 	 
	 
	 	 	 
	By:  	/s/ Jon S. Cohen
 	 	 
	 	Jon S. Cohen, Trustee 	 	 
	 
	 	 	 
	By:  	/s/ Terri Bishop
 	 	 
	 	Terri Bishop, Trustee