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

have made in favor of Fund IV, Fund V and Fund VI for all interests that our Managing Partners and Contributing Partners have contributed or sold to the Apollo Operating Group. Amended and Restated Tax Receivable Agreement APO Corp. has entered into a tax receivable agreement with our Managing Partners and Contributing Pa

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

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

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

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

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

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

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

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

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

n 13(d) of the Exchange Act), (iv) any former or current investment professional of or other employee of an "Apollo employer" (as defined below) or the Apollo Operating Group (or such other entity controlled by a member of the Apollo Operating Group), (v) any former or current executive officer of an Apollo employer or th