ll & Howell, Ducati Motorcycles, Credicom Asia, National Education Corp, Beringer Wine, Carr Reality, Virgin Cinemas, CoStar Group, GemAlto, RyandAir Holdings, Wilderness Society, World Wildlife Fund. Jason Bordoff — Senior Advisor for Energy and Environmental Policy to U.S. President Obama. Erik Brynjolf

Our 1x TBV multiple represents a 0.3x discount to our median multiple for our universe. Our discount to TBV is a reflection of the earnings drag from Holdings and the fact that money centers will most likely continue to trade at a discount to regional peers. Our 11x 16E multiple is based on a sum of the par

of the LLC Agreement, (b) you do not wish or intend to purchase any of the Class A Voting Units and (c) you wish and intend to sell your interest in Holdings. 8. Miscellaneous. The terms of this letter and the Transaction shall be governed by and construed in accordance with the laws of the State of New

LLC, a Delaware limited liability company (Holdings); WHEREAS, Seller is the legal and beneficial owner of that number of Class A voting units in Holdings issued pursuant to the LLC Agreement listed opposite its name on Annex A hereto (collectively, the Transferred Interests); and WHEREAS, Seller desi

LCC, a Delaware limited liability company (Holdings); WHEREAS, Seller is the legal and beneficial owner of that number of Class A voting units in Holdings issued pursuant to the LLC Agreement listed opposite its name on Annex A hereto (collectively, the Transferred Interests); and WHEREAS, Seller desi

r committed 540,440.000. all of which has been fully contributed. 6. INVESTMENT As of December 31, 2010, the Partnership holds 3,101,137 shares of Holdings, with a cost basis of $14,141,185 and market value of $44,935,475. 8 EFTA00301552 ML HERTZ CO-INVESTOR, L.P. NOTES TO THE UNAUDITED FINANCIAL S

, a substantial portion of the accelerated liability that APO Corp. must pay the TRA Holders as a result of the Special Allocation will be borne by Holdings; although such portion is expected to remain substantial, it will decline over time as Holdings' ownership interest in the Apollo Operating Group i

s amended. "Confidential Information" means information that is not generally known to the public and that is or was used, developed or obtained by Holdings or any member of the Apollo Operating Group, their respective Subsidiaries or any Fund or Portfolio Company, including but not limited to, (i) info

s amended. "Confidential Information" means information that is not generally known to the public and that is or was used, developed or obtained by Holdings or any member of the Apollo Operating Group, their respective Subsidiaries or any Fund or Portfolio Company, including but not limited to, (i) info

s amended. "Confidential Information" means information that is not generally known to the public and that is or was used, developed or obtained by Holdings or any member of the Apollo Operating Group, their respective Subsidiaries or any Fund or Portfolio Company, including but not limited to, (i) info

n Credit Agreement (the "First Lien Credit Facility") dated as of July 20. 2012. among Brass (Holdings) Inc. as Borrower. Brasa (Purchaser) Inc., as Holdings, JPMorgan Chase Bank, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, Jefferics Finance LLC and Golub Capital LLC, as Co-Syndicatio

ent to which all restricted shares granted to NEOs are subject as an initial public offering (1) for which aggregate cash proceeds to be received by Holdings (or any successor thereto, including the Company following the merger of Holdings with the Company) from such offering (or series of offerings) (wit

a termination due to death or Disability, by Mr. Bisignano for Good Reason or by the Company without Cause, the call price will be adjusted sa that Holdings will pay Mr. Bisignano a per share price equal to the per sham price paid in such Change in Control. An initial public offering or sale of the Comp

EO's employment with the Company terminates for any reason. all stock and vested options, to the extent not forfeited, are subject to call rights by Holdings until a Change in Control, as defined in the 2007 Equity Plan and Management Stockholder Agreement. If an NEO's employment terminates due to death o

X- I/A Table of Contents Each director of Holdings not employed by Holdings or KKR will receive the following: • At the time of their appointment, a one-time grant of 158,182 options to purchase shares of common stock of Ho

edical, dental and vision plans until September 30. 2015. Holdings agreed to allow all of the options and restricted stock grants previously made by Holdings to continue to vest until December 31, 2015. As of such date, any yet unvcsted options and restricted Mock will be forfeited on a pm-rated basis, ba

Agreement contains, among other things, the agreement among the stockholders to restrict their ability to transfer shares of Class B common stock of Holdings, as well as rights of first offer, tag-along rights, drag- along rights and preemptive rights, all of which restrictions and rights will terminate up

underwriter and transaction fees totaling $4 million. KKR Capital Markets LLC also acted as a placement agent in the private placement of shares of Holdings' Class B common stock, and received $41 million for such services. In 2015. KKR Capital Markets LLC acted as an arranger and bookrunner for a financ

n. $10 million. and $8 million, respectively. In 2014, KKR Capital Markets LLC also acted as a placement agent in the private placement of shares of Holdings' Class B common stock and received $41 million for such services. Relationship with KKR Credit Since 2012, investment funds or accounts managed or

curities (USA) LLC, Goldman, Sachs & Co., HSBC Securities (USA) Inc., Wells Fargo Securities, LLC and KKR Capital Markets LLC. On December 2, 2013, Holdings issued approximately $1.4 billion aggregate principal amount of 14.5% senior PDC notes due 2019 in exchange for issued and outstanding 11.5% senior