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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
oup units from the managing partners or contributing partners. such as our acquisition of Apollo Operating Group units from the managing partners in the Strategic Investors Transaction. may result in increases in tax deductions and tax basis that reduces the amount of tax that APO Corp. would otherwise be required to pay in the fut
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
result in the termination of our role as general partner of one or more of our funds and the acceleration of our debt. Although in connection with the Strategic Investors Transaction, our managing partners entered into employment, non-competition and non-solicitation agreements. which impose certain restrictions on competition an
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
up units from the managing partners or contributing partners, such as our acquisition of Apollo Operating Group units from the managing partners in the Strategic Investors Transaction, may result in increases in tax deductions and tax basis that reduces the amount of tax that 7 EFTA00583563 APO Corp. would otherwise be require
Entities connected to both Leon Black and the Strategic Investors Transaction

Barry Diller
PERSON
Oliver Stone
PERSON
Apollo Global Management
ORGANIZATION
New York State
LOCATIONthe Securities and Exchange Commission
ORGANIZATION
North America
LOCATION
Bermuda
LOCATIONGulfstream
ORGANIZATION
Rowan
PERSON
Holdings
ORGANIZATIONAPO Corp.'s
ORGANIZATIONApollo Management Holdings
ORGANIZATIONAGM Management
ORGANIZATIONAOG Units
ORGANIZATIONApollo Global Securities
ORGANIZATIONApollo Commercial Real Estate Finance, Inc.
ORGANIZATIONApollo Residential Mortgage, Inc.
ORGANIZATIONFund VI
PERSONthe Private Offering Transactions
ORGANIZATION
Citigroup Inc.
ORGANIZATION