NINTH MODIFICATION AGREEMENT
BY THIS NINTH MODIFICATION AGREEMENT (the “Agreement”), made and entered into as of the 3rd day of February,
2003, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, whose address is 100 West
Washington, Post Office Box 29742, MAC #S4101-251, Phoenix, Arizona 85038-9742 (hereinafter called “Lender”), and APOLLO
GROUP, INC., an Arizona corporation, whose address is 4615 East Elwood Street, Suite 400, Phoenix, Arizona 85040 (hereinafter
called “Company”), in consideration of the mutual covenants herein contained and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, hereby confirm and agree as follows:
SECTION 1. RECITALS.
1.1 Company and Lender entered into a Loan Agreement dated November 17, 1997 (as amended, the “Loan Agreement”),
which provided for, among other things, a revolving line of credit (the “RLC”) in the amount of $10,000,000.00, evidenced by a
Revolving Promissory Note dated November 17, 1997, executed by the Company (the “RLC Note”), all upon the terms and
conditions contained therein. The Loan Agreement was previously modified by that Modification Agreement dated as of
February 5, 1998, that Second Modification Agreement dated as of August 13, 1998, that Third Modification Agreement dated
as of April 30, 1999, that Fourth Modification Agreement dated as of August 3, 1999, that Fifth Modification Agreement dated
as of November 1, 1999, that Sixth Modification Agreement dated as of March 2, 2000, that Seventh Modification Agreement
dated as of February 23, 2001 and that Eighth Modification Agreement dated as of January 15, 2002. All undefined capitalized
terms used herein shall have the meaning given them in the Loan Agreement.
1.2 As of the date hereof, prior to the effect of the modifications contained herein, the outstanding principal balance of the
RLC is $0.00.
1.3 Company and Lender desire to modify the Loan Agreement as s