Epstein Secrets

he Registrant's Registration Statement on Form S-1 (File No. 333-150141)). 10.9 Agreement Among Principals. dated as of July 13. 2007. by and 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. (incorporat

s are distributed to the limited partners of Holdings. The general partner of AP Professional Holdings. L.P. is BRH. which is one third owned by Mr. Black• one third owned by Mr. Harris and one third owned by Mr. Rowan. BRH is also the general partner of BRH Holdings. L.P.. the limited partnership throu

007. by and among Apollo Global Management. LLC. AP Professional Holdings. LP.. BRH Holdings. L.P.. Black Family Partners. L.P.. MJR Foundation LLC. Leon D. Black. Marc J. Rowan and Joshua J. Harris (incorporated by reference to Exhibit 10.27 to the Registrant's Registration Statement on Form S-I (File No. 333

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

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

mputed under Section 1272, 1274 or 483 or other provision of the Code and any similar provision of state, local and foreign tax law with respect to APO Corp.'s payment obligations under this Agreement. "Initial Sale" is defined in the Recitals of this Agreement. "Issuer" means Apollo Global Management, LLC

8 Gross-up distribution L 55,214,569 2012 • ayment AP Professionals TRA Holder TRA Ownership % Amount Ownership ross-up Distribution Total Leon Black 41.0768% 12.488.460 38.6363% 21,332,877 33,821,337 3 of 6 EFTA00624767 Apollo Global Management, LLC Tax Benefit Payments - Article III De

unt Ownership ross-up Distribution Total Leon Black 41.0768% 12.488.460 38.6363% 21,332,877 33,8

e to APO Corp. from any Partnership in which APO Corp. owns 'an interest using the same methods, elections,conventions and similar practices used on APO Corp.'s Return, but calculated using the Non—Stepped Up Tax Basis instead of the tax basis of the Original Assets and excluding any deduction attributable

contributing partners hold their Apollo Operating Group units: ' IRS" refers to the Internal Revenue Service; "managing partners" refers 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 part

Apollo Operating Group. entered into ("the AMH credit facility"). under which AMH borrowed a $1.0 billion variable-rate term loan 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

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)

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,

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

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

ain 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 th

hanges 50% of interests as soon as possible. (3) Black exchanges 50% of interests, 10% a year beginning

5/21/14 Tax Receivable Agreement Models I. Contract Language A. Section 3.03 "Pro Rata Payments" (1) To the extent APO Corp.'s deduction with respect to the Basis Adjustment is limited in a particular Taxable Year ... the limitation on the deduction ... shall be taken into

ch is further described in "Certain Relationships and Related Party Transactions—Agreement Among Managing Partners" in our 2015 Annual Report), Mr. Black, as a member of the executive committee of our manager, will have the right of veto over, among other things a sale or other disposition of the Apol

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