0001193125-09-239721 Sample Contracts

AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF APOLLO PRINCIPAL HOLDINGS VIII, L.P. Dated December 30, 2008
Limited Partnership Agreement • November 23rd, 2009 • Apollo Global Management LLC • Investment advice

This AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Apollo Principal Holdings VIII, L.P. (the “Partnership”) is made on the 30th day of December, 2008, by and among Apollo Principal Holdings VIII GP, Ltd., an exempted company incorporated under the laws of the Cayman Islands, as general partner, and the Limited Partners (as defined herein) of the Partnership.

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AGREEMENT OF LIMITED PARTNERSHIP OF APOLLO PRINCIPAL HOLDINGS V, L.P.
Apollo Global Management LLC • November 23rd, 2009 • Investment advice • Delaware

This Agreement of Limited Partnership (this “Agreement”) of Apollo Principal Holdings V, L.P., a Delaware limited partnership, is made as of August 20, 2008.

SETTLEMENT AGREEMENT AND RELEASE
Settlement Agreement and Release • November 23rd, 2009 • Apollo Global Management LLC • Investment advice • Delaware

This Settlement Agreement (“Agreement”) is entered into and is effective as of this 14th day of December, 2008 (the “Effective Date”), by and between, on the one hand, Hexion Specialty Chemicals, Inc. (“Hexion”), Hexion LLC, Nimbus Merger Sub Inc., and Craig O. Morrison (collectively, the “Hexion Parties”), and Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P., Apollo Investment Fund V, L.P., Apollo Overseas Partners V, L.P., Apollo Netherlands Partners V(A), L.P., Apollo Netherlands Partners V(B), L.P., Apollo German Partners V GmbH & Co. KG, Apollo Investment Fund VI, L.P., Apollo Overseas Partners VI, L.P., Apollo Overseas Partners (Delaware) VI, L.P., Apollo Overseas Partners (Delaware 892) VI, L.P, Apollo Overseas Partners (Germany) VI, L.P., Apollo Advisors IV, L.P., Apollo Management IV, L.P., Apollo Advisors V, L.P., Apollo Management V, L.P., Apollo Advisors VI, L.P., Apollo Management VI, L.P., Apollo Management, L.P., Apollo Global Management, LLC., Leon Bla

AGREEMENT OF LIMITED PARTNERSHIP OF APOLLO PRINCIPAL HOLDINGS VI, L.P.
Apollo Global Management LLC • November 23rd, 2009 • Investment advice • Delaware

This Agreement of Limited Partnership (this “Agreement”) of Apollo Principal Holdings VI, L.P., a Delaware limited partnership, is made as of August 20, 2008.

Contract
Shareholders Agreement • November 23rd, 2009 • Apollo Global Management LLC • Investment advice • Delaware

FIRST AMENDMENT AND JOINDER, dated as of August 18, 2009 (this “Amendment”), to the SHAREHOLDERS AGREEMENT (the “Agreement”) of APOLLO GLOBAL MANAGEMENT, LLC, a Delaware limited liability company (the “Company”), dated as of July 13, 2007, by and among the Company, AP Professional Holdings, L.P., BRH Holdings, L.P., Black Family Partners, L.P., MJR Foundation LLC, Leon D. Black, Marc J. Rowan, and Joshua J. Harris, and, solely in connection with Article VII of the Agreement, APO Corp., APO Asset Co., LLC, Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo Principal Holdings IV, L.P. and Apollo Management Holdings, L.P.

SECOND AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF APOLLO PRINCIPAL HOLDINGS III, L.P. Dated September 30, 2008
Agreement • November 23rd, 2009 • Apollo Global Management LLC • Investment advice

This SECOND AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Apollo Principal Holdings III, L.P. (the “Partnership”) is made on the 30th day of September, 2008, by and among Apollo Principal Holdings III GP, Ltd., a company formed under the laws of the Cayman Islands, as general partner, and the Limited Partners (as defined herein) of the Partnership.

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