AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF APOLLO PRINCIPAL HOLDINGS I, L.P. Dated as of July 13, 2007Limited Partnership Agreement • August 12th, 2008 • Apollo Global Management LLC • Investment advice • Delaware
This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Apollo Principal Holdings I, L.P. (the “Partnership”) is made as of July 13, 2007, by and among Apollo Principal Holdings I GP, LLC, a limited liability company formed under the laws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • August 12th, 2008 • Apollo Global Management LLC • Investment advice • New York
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of July 13, 2007, is hereby entered into by and among APO Corp., a Delaware corporation (“APO Corp.”), Apollo Principal Holdings II, L.P., a Delaware limited partnership (“Apollo Principal II”), Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership (“Apollo Principal IV”), Apollo Management Holdings, L.P., a Delaware limited partnership (“AMH”) (together with all other Persons (as defined herein) in which APO Corp. acquires a partnership interest, member interest or similar interest after the date hereof and who execute and deliver a joinder contemplated in Section 7.14, the “Partnerships”), and each of the undersigned parties hereto identified as “Holders”.
SHAREHOLDERS AGREEMENT dated as of July 13, 2007 among APOLLO GLOBAL MANAGEMENT, LLC, 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. HARRISShareholders Agreement • August 12th, 2008 • Apollo Global Management LLC • Investment advice • Delaware
SHAREHOLDERS AGREEMENT (the “Agreement”), dated as of July 13, 2007, among Apollo Global Management, LLC, a Delaware limited liability company (the “Company”), AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership (“Holdings” and, collectively with all other Persons (as defined herein) who become parties to this Agreement as “Shareholders” in accordance with the terms of this Agreement, the “Shareholders”), BRH Holdings, L.P., a Cayman Islands exempted limited partnership (“BRH”), Black Family Partners, L.P., a Delaware limited partnership, Leon D. Black (“LB”), MJR Foundation LLC, a New York limited liability company, Marc J. Rowan (“MR”), Joshua J. Harris (“JH”, and together with LB and MR, the “Principals”, and each individually, a “Principal”).
CREDIT AGREEMENT among APOLLO MANAGEMENT HOLDINGS, L.P., as Borrower, The Guarantors Referred to Herein, The Several Lenders from Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of April 20, 2007Credit Agreement • August 12th, 2008 • Apollo Global Management LLC • Investment advice • New York
CREDIT AGREEMENT (this “Agreement”), dated as of April 20, 2007, among Apollo Management Holdings, L.P., a Delaware limited partnership (the “Borrower”), the Guarantors party hereto, the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent.
EXCHANGE AGREEMENTExchange Agreement • August 12th, 2008 • Apollo Global Management LLC • Investment advice • Delaware
EXCHANGE AGREEMENT (the “Agreement”), dated as of July 13, 2007, among Apollo Global Management, LLC, a Delaware limited liability company, Apollo Principal Holdings I, L.P., a Delaware limited partnership, Apollo Principal Holdings II, L.P., a Delaware limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, Apollo Management Holdings, L.P., a Delaware limited partnership, and the Apollo Principal Holders (as defined herein) from time to time that are party hereto.
AGREEMENT AMONG PRINCIPALS dated as of July 13, 2007 among LEON D. BLACK, MARC J. ROWAN, JOSHUA J. HARRIS, BLACK FAMILY PARTNERS, L.P., MJR FOUNDATION LLC, AP PROFESSIONAL HOLDINGS, L.P., and BRH HOLDINGS, L.P.Agreement Among Principals • August 12th, 2008 • Apollo Global Management LLC • Investment advice • Delaware
AGREEMENT AMONG PRINCIPALS (the “Agreement”), dated as of July 13, 2007, among Leon D. Black (“LB”), Marc J. Rowan (“MR”), Joshua J. Harris (“JH”, and together with LB and MR, the “Principals”, and each individually, a “Principal”), Black Family Partners, L.P., a Delaware limited partnership, MJR Foundation LLC, a New York limited liability company, AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership (“Intermediate Holdings”), and BRH Holdings, L.P., a Cayman Islands exempted limited partnership (“Holdings”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 12th, 2008 • Apollo Global Management LLC • Investment advice • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 8, 2007 among Apollo Global Management, LLC, a Delaware limited liability company (the “Company”), Goldman, Sachs & Co. (“Goldman Sachs”), J.P. Morgan Securities Inc. (“J.P. Morgan”) and Credit Suisse Securities (USA) LLC (“Credit Suisse” and, together with Goldman, Sachs and J.P. Morgan, collectively, the “Representatives” and the “Initial Purchasers”).
INVESTOR RIGHTS AGREEMENT BY AND AMONG APOLLO GLOBAL MANAGEMENT, LLC, AGM MANAGEMENT, LLC, AND CREDIT SUISSE SECURITIES (USA) LLC DATED AS OF AUGUST 8, 2007Investor Rights Agreement • August 12th, 2008 • Apollo Global Management LLC • Investment advice • New York
INVESTOR RIGHTS AGREEMENT, dated as of August 8, 2007 (this “Agreement”), by and among Credit Suisse Securities (USA) LLC (together with its Affiliates that become Investors under this Agreement, “Credit Suisse”), Apollo Global Management, LLC, a Delaware limited liability company (the “Company”), A.P. Professional Holdings, L.P., a Cayman Islands exempt limited partnership (“Holdings”), and AGM Management, LLC, a Delaware limited liability company (the “Manager”). Credit Suisse intends to assign this Agreement to a Permitted Transferee prior to the Closing Date.
Apollo Global Management, LLC Class A Shares Purchase/Placement AgreementPlacement Agreement • August 12th, 2008 • Apollo Global Management LLC • Investment advice • New York
Apollo Global Management, LLC, a Delaware limited liability company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”) an aggregate of 27,000,000 Class A shares (“Stock”) of the Company less the number of Reg. D Securities (as defined below) that the Company sells in the Private Placement (as defined below) (the “Firm 144A Securities” and, together with the Optional Securities (as defined below), the “144A Securities”). The Firm 144A Securities together with the Reg. D Securities (as defined below) are referred to herein collectively as the “Firm Securities”, and the Firm Securities together with the Optional Securities (as defined below) are referred to herein collectively as the “Securities”.
