0001411494-15-000008 Sample Contracts

Second Amended and Restated Agreement of Limited Partnership
Apollo Global Management LLC • February 27th, 2015 • Investment advice • Delaware

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of APOLLO CREDIT OPPORTUNITY ADVISORS III (APO FC) LP, a Delaware limited partnership (the “Partnership”), dated as of December __, 2014, by and among Apollo Credit Opportunity Advisors III (APO FC) GP LLC, a Delaware limited liability company, as the sole general partner (the “General Partner”), APH Holdings (FC), L.P., a Cayman Islands exempted limited partnership (“APH”), Apollo CIP Partner Pool, L.P., a Cayman Islands exempted limited partnership (“Partner Pool LP”), Apollo CIP Professionals, L.P., a Delaware limited partnership (“Professionals LP”) (with effect from and after January 1, 2015), and the other Persons (as defined below) who shall execute this Agreement, whether in counterpart, by separate instrument, or otherwise, and hereafter shall be admitted to the Partnership as limited partners in accordance with the provisions hereof and whose names and addresses shall, upon such admission, be reflected in the Regist

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FORM OF AWARD LETTER] APOLLO CIP PARTNER POOL, L.P.
Apollo Global Management LLC • February 27th, 2015 • Investment advice

Reference is made to the Amended and Restated Agreement of Exempted Limited Partnership of Apollo CIP Partner Pool, L.P. (the “Partnership”), as in effect from time to time (the “Partnership Agreement”). This Award Letter confirms the number of Points you are being awarded in the Partnership and certain terms in relation to the Partnership Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Partnership Agreement.

FORM OF AWARD LETTER] APOLLO CREDIT OPPORTUNITY ADVISORS III (APO FC) LP
Apollo Global Management LLC • February 27th, 2015 • Investment advice

Reference is made to the Second Amended and Restated Agreement of Limited Partnership of Apollo Credit Opportunity Advisors III (APO FC) LP (the “Partnership”), as in effect from time to time (the “Partnership Agreement”). This Award Letter confirms the number of Points you are being awarded in the Partnership and certain terms in relation to the Partnership Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Partnership Agreement.

Contract
Second Supplemental Indenture • February 27th, 2015 • Apollo Global Management LLC • Investment advice • New York

This Second Supplemental Indenture, dated as of January 30, 2015 (the “Second Supplemental Indenture”), among Apollo Management Holdings, L.P., a limited partnership duly organized and existing under the laws of the State of Delaware (the “Company”), the Existing Guarantors (as hereinafter defined), Apollo Principal Holdings X, L.P., a limited partnership duly formed and existing under the laws of the Cayman Islands (the “New Guarantor”), and Wells Fargo Bank, National Association, a national banking association, as Trustee under the Indenture (as hereinafter defined) and hereunder (the “Trustee”), supplements that certain Indenture, dated as of May 30, 2014, among the Company, the Guarantors named therein (the “Existing Guarantors”) and the Trustee (the “Base Indenture”), as supplemented by the first supplemental indenture, dated as of May 30, 2014, among the Company the Existing Guarantors and the Trustee (together with the Base Indenture, the “Indenture”). Capitalized terms used her

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