DRAFT Tax Receivable Agreement Letter Circulated on November xx, 2008 to the Holders. This Tax Receivable Agreement Letter is not tax advice, tax analysis or a lax opinion" concerning any issue arising in connection with any of the business operations or transactions, involving Apollo Global Management, LLC and its subsidiaries. Any statements contained in this Tax Receivable Agreement Letter are not intended or written to be used and cannot be used by any party, for purposes of avoiding penalties that may be imposed under the Internal Revenue Code, as amended, or applicable State and Local income tax 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 has elected to be disregarded for US income tax purposes, (collectively, the "Intermediate Holdings Companies") $1.2 billion in proceeds from the sale of convertible securities. The Intermediate Holding Companies used these proceeds to purchase a 20% interest in Apollo Management Holdings, L.P, Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings 111, L.P., and Apollo Principal Holdings IV, L.P. (collectively, the "Apollo Operating Group"). The Apollo Operating Group through underlying partnership interests operate the business. Increase to the tax basis of the tangible and intangible assets of the applicable Apollo Operating Group As a result of the Transaction (as described above), Apollo Management Holdings, L.P. and its underlying partnership investments thereinafter referred to as the `Electing Section 754 Entities") made an election under Section 754 of the U.S. Internal Revenue Code ("IRC"), as amended, which resulted in an adjustment to the tax basis of the assets owned by the Electing Section 754 Entities. As the Electing Section 754 Entities have made valid 1RC Section 754 elections for the taxable years ending during