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on, the tax receivable agreement provides that, upon a merger. asset sale or other form of business combination or certain other changes of control. APO Corp.'s (or its successor's) obligations with respect to exchanged or acquired units (whether exchanged or acquired before or after such change of control)

tly do not intend to make, or cause to be made, an election to adjust asset basis under Section 754 of the Internal Revenue Code with respect to us. Apollo Principal Holdings I. L.P.. Apollo Principal Holdings II. L.P. Apollo Principal Holdings III. L.P., Apollo Principal Holdings IV. L.P., Apollo Principal Holdi

tain circumstances. payments could be made to our managing partners and contributing partners under the tax receivable agreement in excess of 85% of APO Corp.'s actual cash tax savings. In general. estimating the amount of payments that may be made to our managing partners and contributing partners under the

f Contents Exhibit Number Exhibit Description 10.11 Exchange Agreement. dated as of July 13. 2007. by and among Apollo Global Management. LLC. Apollo Principal Holdings I. LP.. Apollo Principal Holdings II. L.P.. Apollo Principal Holdings HL L.P.. Apollo Principal Holdings IV. L.P.. Apollo Management Holdin

m the portion of our business that we hold through APO Corp. will be subject to U.S. Federal corporate income tax and other taxes. As the holder of APO Corp.'s shares, we will not be taxed directly on earnings of entities we hold through APO Corp. Distributions of cash or other property that APO Corp. pays

s made such an election while. Apollo Principal 44 EFTA00613354 Holdings I, Apollo Principal Holdings II, M., Apollo Principal Holdings III, M., Apollo Principal Holdings IV.... Apollo Principal Holdings V, M., Apollo Principal Holdings VI, M., Apollo Principal Holdings VII. M.. Apollo Principal Holdings VII