Epstein Secrets

Ex4gbit-1.0.9 PWRWAG_LLPDrafL12/20/16 AMENDED AND RESTATED AGREEMENT AMONG PRINCIPALS dated as of July 13, 2007 [ ], 2016 among LEON D. BLACK, MARC J. ROWAN, JOSHUA J. HARRIS, BLACK FAMILY PARTNERS, M., MJR FOUNDATION LLC, MJILPARTNERS, AP PROFESSIONAL HOLDINGS, M., and BRH HOLDINGS,

as of July 13, 2007 [ ], 2016 among LEON D. BLACK, MARC J. ROWAN, JOSHUA J. HARRIS, BLACK FAMILY

ered into the Principals Contribution Agreement (as defined herein) whereby the Principals and their Groups contributed certain equity interests in the Apollo Operating Group to Intermediate Holdings (as defined herein) and sold certain equity interests in the Apollo Operating Group to APO Corp. and APO LLC (each as defi

MARC and CAROLYN ROWAN Check Number: UUUU13316 To: Leon Black LEOBLA01 Date: 04/09/2014 Invoice Number Date Account Number 2013HERITAGE 04/09/2014 TOTALS: Amount $838,675.00 Discount Paid Amount $0

AROLYN ROWAN Check Number: UUUU13316 To: Leon Black LEOBLA01 Date: 04/09/2014 Invoice Number Dat

S 02161 11,796,908 L-emNi%/1.oLcie— •TM payment is taxable In the year ended December 32, 2014. • • Pretax paymea represents a dirithution from the Apollo Operating Group his amount is not drstnnuted to cuss A unit holders as the anoint Is used for corporate tax rebted payments. Taxable inconiewIth respect to the preta

ded or supplemented from time to lime. "Agreement Among Principals" means the Agreement Among Principals, dated as of the date hereof, by and among Leon D. Black, Marc J. Rowan, Joshua J. Harris, Black Family Partners, L.P., a Delaware limited partnership, MJR Foundation LLC, a New York limited liability com

ated as of the date hereof, by and among Leon D. Black, Marc J. Rowan, Joshua J. Harris, Black Family P

Intermediate Holdings and the Partnership. "Alternative Vesting" shall have the meaning set forth in Section 4.1(d). "AOG Unit' refers to a unit in the Apollo Operating Group, which represents one limited partnership interest in each of the limited partnerships that comprise the Apollo Operating Group and any equity secu

able Agreement' EFTA00621124 HOLDERS: Leon D. Black Marc J. Rowan Joshua J. Harris [Tax Receivable

x Receivable Agreement' EFTA00621124 HOLDERS: Leon D. Black Marc J. Rowan Joshua J. Harris [Tax Receivable

l"); WHEREAS, each of the Partnerships is treated as a partnership for U.S. Federal income tax purposes; WHEREAS, the limited partner interests in the Apollo Operating Group (as defined herein), are exchangeable, for Federal income tax purposes, with APO Corp., APO FC and the Issuer for Class A Shares (as defined herei

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. NYI

IPALS dated as of July 13, 2007 among LEON D. BLACK, MARC J. ROWAN, JOSHUA J. HARRIS, BLACK FAMILY

tered into the Principals Contribution Agreement (as defined herein) whereby the Principals and their Groups contributed certain equity interests in the Apollo Operating Group to Intermediate Holdings (as defined herein) and sold certain equity interests in the Apollo Operating Group to APO Corp. and APO LLC (each as defi

MARC and CAROLYN ROWAN Check Number: UUUU1d316 To: Leon Black LEOBLA01 Date: 04/09/2014 Invoice Number Date Account Number 2013HERITAGE 04/09/2014 TOTALS: Amount $838,675.00 Discount Paid Amount $0

AROLYN ROWAN Check Number: UUUU1d316 To: Leon Black LEOBLA01 Date: 04/09/2014 Invoice Number Dat

S 02161 11,796,908 L-emNi%/1.oLcie— •TM payment is taxable In the year ended December 32, 2014. • • Pretax paymea represents a dirithution from the Apollo Operating Group his amount is not drstnnuted to cuss A unit holders as the anoint Is used for corporate tax rebted payments. Taxable inconiewIth respect to the preta

AROLYN ROWAN Check Number: 000013326 To: Leon Black LEOBLA01 Date: 04/09/2014 Invoice Number Dat

MARC and CAROLYN ROWAN Check Number: 000013326 To: Leon Black LEOBLA01 Date: 04/09/2014 Invoice Number Date Account Number 2013HERITAGE 04/09/2014 Amount $838,675.00 Discount Paid Amount $0.00 $838

nts• s`tatbett ria-t°12- L-651^Ilitc44— 'TM payment is taxable in the year ended December 31. 2014. "Pretax payment represents a cbstribution from the Apollo Operating Group. This amount is not distributed to class A unit holders as the amount Is used for corporate tax mated payments. Taxable income with rupee to the pret

ned by or related to Athene. Certain commitment-based SlAs are included as the underlying assets are liquid; • "Managing Partners" refer to Messrs. Leon Black, Joshua Harris and Marc Rowan collectively and, when used in reference to holdings of interests in Apollo or Holdings, includes certain related par

uid; • "Managing Partners" refer to Messrs. Leon Black, Joshua Harris and Marc Rowan collectively and,

partnerships, accounts, including strategic investment accounts or "SIAs," alternative asset companies and other entities for which subsidiaries of the Apollo Operating Group provide investment management or advisory services; • "Apollo Operating Group" refers to (i) the limited partnerships through which our Managing P

PWRW&G LLP Draft 12/20/16 AMENDED AND RESTATED AGREEMENT AMONG PRINCIPALS dated as of [ 1, 2016 among LEON D. BLACK, MARC J. ROWAN, JOSHUA J. HARRIS, BLACK FAMILY PARTNERS, L.P., MJR FOUNDATION LLC, MJH PARTNERS, L.P. AP PROFESSIONAL HOLDINGS, L.P., and BRH

INCIPALS dated as of [ 1, 2016 among LEON D. BLACK, MARC J. ROWAN, JOSHUA J. HARRIS, BLACK FAMILY

ered into the Principals Contribution Agreement (as defined herein) whereby the Principals and their Groups contributed certain equity interests in the Apollo Operating Group to Intermediate Holdings (as defined herein) and sold certain equity interests in the Apollo Operating Group to APO Corp. and APO LLC (each as defi

other material indebtedness, bankruptcy and insolvency. In addition, it will be an event of default under the AMH credit facility if either (i) Mr. Black, together with related persons or trusts, shall cease as a group to participate to a material extent in the beneficial ownership of AMH or (ii) two

urth quarter of 2008 and as a result, no amounts were accrued at December 31, 2010 and 2009. Prior to the Apollo Operating Group Formation, 100% of the Apollo Operating Group was owned by our managing partners and contributing partners. Accordingly, all decisions regarding the amount and timing of distributions were made