EFTA00589172Set 9
2007-07-1333p10,385w
this
"Agreement"), dated as of April [ ], 2013, is hereby entered into by and among APO Corp., a
Delaware corporation ("APO Corp."), Apollo Principal Holdings II, L.P., a Delaware limited
partnership ... limited partnership ("AMH Holdings") (together with all other Persons (as
defined herein) in which APO Corp. acquires a partnership interest, member interest or similar
interest after the date hereof ... Prior Entities, as well as sold some
interests in the Partnerships ("Partnership Units") to APO Corp. and its subsidiaries (the "Initial
Sale") in connection with the issuance of Notes pursuant
https://www.justice.gov/epstein/files/DataSet%209/EFTA00589172.pdf
EFTA00583557Set 9
2011-03-2111p4,636w
partners which requires us to pay them 85% of any tax savings
received by APO Corp. from our step-up in tax basis. In our consolidated financial
statements, the item ... basis of
such other assets, will reduce the amount of tax that APO Corp. would otherwise be
required to pay in the future. Additionally, our acquisition of Apollo Operating Group ... deductions and tax basis that reduces the amount of tax that
7
EFTA00583563
APO Corp. would otherwise be required to pay in the future.
APO Corp. has entered into
https://www.justice.gov/epstein/files/DataSet%209/EFTA00583557.pdf
EFTA01084049Set 9
2007-07-1333p10,428w
this
"Agreement"), dated as of April [ ], 2013, is hereby entered into by and among APO Corp., a
Delaware corporation ("APO Corp."), Apollo Principal Holdings II, L.P., a Delaware limited
partnership ... limited partnership ("AMH Holdings") (together with all other Persons (as
defined herein) in which APO Corp. acquires a partnership interest, member interest or similar
interest after the date hereof ... Prior Entities, as well as sold some
interests in the Partnerships ("Partnership Units") to APO Corp. and its subsidiaries (the "Initial
Sale") in connection with the issuance of Notes pursuant
https://www.justice.gov/epstein/files/DataSet%209/EFTA01084049.pdf
EFTA00621102Set 9
2007-07-1335p10,530w
July 13April 200-7ZW, is hereby
entered into by and among APO Corp., a Delaware corporation ("APO Corp."), Apollo
Principal Holdings H, L.P., a Delaware limited partnership ("Apollo Principal ... limited
partnership ("AMH Holdings") (together with all other Persons (as defined herein) in which
APO Corp. acquires a partnership interest, member interest or similar interest after the date
hereof ... Prior Entities, as well as
sellingsold some interests in the Partnerships ("Partnership Units") to APO Corp. and its
subsidiaries (the "Initial Sale") in connection with the issuance of Notes pursuant
https://www.justice.gov/epstein/files/DataSet%209/EFTA00621102.pdf
EFTA00586817Set 9
2007-07-1325p8,532w
have the meaning given to the term "Operating Group Unit" in the
Shareholders Agreement.
"APO Corp." means APO Corp., a corporation formed under the laws of the State of
Delaware ... Partnership Agreements, other than (i) the Issuer and
(ii) for the avoidance of doubt APO Corp., APO FC and APO LLC and their respective
subsidiaries.
"Apollo Principal Holder Affiliate" means ... Amended and Restated Tax Receivable
Agreement , dated as of the date hereof, among APO Corp., Apollo Principal II, Apollo Principal
IV, AMH and the other parties thereto.
"Transfer Agent" means
https://www.justice.gov/epstein/files/DataSet%209/EFTA00586817.pdf
EFTA01083397Set 9
2007-07-1325p8,541w
have the meaning given to the term "Operating Group Unit" in the
Shareholders Agreement.
"APO Corp." means APO Corp., a corporation formed under the laws of the State of
Delaware ... Partnership Agreements, other than (i) the Issuer and
(ii) for the avoidance of doubt APO Corp., APO FC and APO LLC and their respective
subsidiaries.
"Apollo Principal Holder Affiliate" means ... Amended and Restated Tax Receivable
Agreement , dated as of the date hereof, among APO Corp., Apollo Principal II, Apollo Principal
IV, AMH and the other parties thereto.
"Transfer Agent" means
https://www.justice.gov/epstein/files/DataSet%209/EFTA01083397.pdf
EFTA01204470Set 9
2014-03-0530p10,376w
have the meaning given to the term "Operating Group Unit" in the
Shareholders Agreement.
"APO Corp." means APO Corp., a corporation formed under the laws of the State of
Delaware ... Partnership Agreements, other than (i) the Issuer
and (ii) for the avoidance of doubt APO Corp., APO FC and APO LLC and their respective
subsidiaries.
"Apollo Principal Partnership Agreements" means ... Professional Holdings, L.P., APO
Dock USI:8139983v23 5
EFTA01204474
Asset Co., LLC, APO Corp., and Apollo Global Management, LLC, as each may be amended,
supplemented or restated from time
https://www.justice.gov/epstein/files/DataSet%209/EFTA01204470.pdf
EFTA00621089Set 9
2010-04-197p2,032w
provisions.
The Transaction
On July 13, 2007, Apollo Global Management, LLC contributed to APO Corp., a
corporation for US Federal income tax purposes, and APO Asset Co., an entity that ... have made valid IRC Section 754 elections for the
taxable years ending during 2007, APO Corp. has recorded an initial US Federal income
tax basis adjustment under IRC Section ... Step Up results in additional tax deductions which reduce the amount of tax that
APO Corp. would otherwise be required to pay. Additionally, each future Payment (as
defined in Section
https://www.justice.gov/epstein/files/DataSet%209/EFTA00621089.pdf
EFTA01127467Set 9
2007-07-135p1,864w
provisions.
The Transaction
On July 13, 2007, Apollo Global Management, LLC contributed to APO Corp., a corporation for US
income tax purposes, and MO Asset Co., an entity that ... have made valid 1RC Section 754 elections for the taxable years
ending during 2007, APO Corp. has recorded a tax basis adjustment under IRC Section ... Step Up results in additional tax deductions which reduce the amount of tax that APO Corp. will
otherwise be required to pay. Additionally, each Payment (as defined in Section
https://www.justice.gov/epstein/files/DataSet%209/EFTA01127467.pdf
EFTA01101757Set 9
2015-01-21100p34,068w
basis of such other assets, will reduce
the amount of tax that APO Corp. would otherwise be required to pay on future
income.
Additionally, Apollo's acquisition of AOG Units ... increases in tax deductions and tax basis that reduces the amount of tax that APO
Corp. would otherwise be required to pay in the future. This occurred in
connection with ... APO' GRAT No. 1 - Valuation Date: October 24, 2014
Page 16
The TRA requires APO Corp. to pay the Managing Partner (or to a permitted
transferee of such Managing Partner
https://www.justice.gov/epstein/files/DataSet%209/EFTA01101757.pdf