Limited Partnership Agreement of Apollo Principal Holdings VII, L.P.



 Exhibit 10.22 
 DATED 20 AUGUST 2008 
 (1) APOLLO PRINCIPAL HOLDINGS VII GP, LTD. 
 (2) PATRICK HEAD 
  
  
 INITIAL EXEMPTED LIMITED
PARTNERSHIP AGREEMENT 
 OF 
 APOLLO PRINCIPAL HOLDINGS VII, L.P. 
  
  
 WARNING 
 THE TAKING OR SENDING BY ANY PERSON OF AN ORIGINAL OF THIS DOCUMENT INTO THE CAYMAN ISLANDS MAY GIVE RISE TO THE IMPOSITION OF SUBSTANTIAL CAYMAN
ISLANDS 
 STAMP DUTY 
 

 
 Walker House, 87 Mary Street, George Town 
 Grand Cayman KYI-9001, Cayman Islands 
 T 345 949 0100 F 345 949 7886 www.
walkerglobal.com 
 REF: PGH/Ijt/A1738.79935 







 TABLE OF CONTENTS 
  


					
	 	  	PAGE
	 CLAUSE
	  	
			
	 1.
	 	NAME	  	1
			
	 2.
	 	PURPOSE	  	1
			
	 3.
	 	REGISTERED OFFICE	  	1
			
	 4.
	 	PARTNERS	  	1
			
	 5.
	 	POWERS	  	1
			
	 6.
	 	TERM	  	1
			
	 7.
	 	CAPITAL CONTRIBUTIONS	  	2
			
	 8.
	 	CONTRIBUTIONS	  	2
			
	 9.
	 	ALLOCATIONS OF PROFITS AND LOSSES	  	2
			
	 10.
	 	DISTRIBUTIONS	  	2
			
	 11.
	 	ASSIGNMENTS	  	2
			
	 12.
	 	TERMINATION	  	2
			
	 13.
	 	AMENDMENTS TO AGREEMENT	  	3
			
	 14.
	 	WITHDRAWAL	  	3
			
	 15.
	 	GOVERNING LAW	  	3

  

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 THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT is made on 20 August 2008 
 BETWEEN 
  

	(1)	APOLLO PRINCIPAL HOLDINGS VII GP, LTD. having its registered office at Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9002, Cayman Islands
as general partner (the “General Partner”); and 

  

	(2)	PATRICK HEAD of Walkers, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9001, Cayman Islands as limited partner (the “Limited Partner”).


 WHEREAS 
 The General Partner and the
Limited Partner hereby form an exempted limited partnership pursuant to and in accordance with the Exempted Limited Partnership Law (as amended) of the Cayman Islands (the “Law”). 
 IT IS AGREED 
  

	1.	NAME 

 The name of the exempted limited partnership
formed hereby is Apollo Principal Holdings VII, L.P. (the “Partnership”). 
  

	2.	PURPOSE 

 The Partnership is formed to engage in any
lawful activity for which exempted limited partnerships may be formed under the Law. 
  

	3.	REGISTERED OFFICE 

 The registered office of the
Partnership is c/o Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9002, Cayman Islands. 
  

	4.	PARTNERS 

 The names and addresses of the General
Partner and the Limited Partner are as described above. 
  

	5.	POWERS 

 The General Partner shall have the rights
and power to manage and administer the affairs of the Partnership. 
  

	6.	TERM 

 The Partnership shall be established on the
date hereof and shall continue until terminated in accordance with this Agreement or any amendment or modification thereof. The General Partner and the Limited Partners agree not to commence the business of the Partnership until the Partnership has
been registered in accordance with Section 9 of the Law. 
  

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	7.	CAPITAL CONTRIBUTIONS 

 The partners of the
Partnership have contributed the following amounts, in cash or other property, and no other property, to the Partnership: 
  

				
	 General Partner
	  	US$	1.00
		
	 Limited Partner
	  	US$	1.00

  

	8.	CONTRIBUTIONS 

 The partners shall make capital
contributions to the Partnership in such amounts and at such times as they shall mutually agree. 
  

	9.	ALLOCATIONS OF PROFITS AND LOSSES 

 The
Partnership’s profits and losses shall be allocated pro rata in accordance with the partners’ respective interests in the Partnership provided always that nothing in this provision shall have effect to impose or otherwise place any
liability on the Limited Partner for the debts or obligations of the Partnership. 
  

	10.	DISTRIBUTIONS 

 At the time or times determined by
the General Partner, the General Partner shall cause the Partnership to distribute any cash held by it which is not reasonably necessary for the operation of the Partnership. Cash available for distribution shall be distributed to the partners of
the Partnership in the same proportion as their then capital account balances. 
  

	11.	ASSIGNMENTS 

 A partner may assign all or any part
of its partnership interest in the Partnership only with the consent of all the other partners (which consent may be given or withheld in each other partner’s sole discretion) and any permitted assignee of a partnership interest shall be
admitted as a substitute partner. 
  

	12.	TERMINATION 

 The Partnership shall be dissolved
upon: 
  

	 	(a)	the service of a notice of dissolution by the General Partner on each of the Limited Partners; or 

  

	 	(b)	the withdrawal by or resignation of the General Partner as general partner of the Partnership; or 

  

	 	(c)	the withdrawal by a limited partner leaving the General Partner as the sole partner of the Partnership, 

 and its affairs shall be wound up by the General Partner or such other person as the General Partner shall appoint. 
  

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	13.	AMENDMENTS TO AGREEMENT 

 The terms and provisions
of this Agreement may be modified or amended at any time and from time to time with the written consent of all the partners for the time being. 
  

	14.	WITHDRAWAL 

 In no circumstances will the Limited
Partner be permitted to withdraw from the Partnership, or to withdraw any part of its capital account at the instance of the Limited Partner. 
  

	15.	GOVERNING LAW 

 This Agreement shall be governed by
and construed in accordance with the laws of the Cayman Islands. 
 IN WITNESS whereof this Agreement has been entered into by the parties on the day
and the year first before written. 
  

							
	 SIGNED for and on behalf of APOLLO PRINCIPAL
	 	)	 	  

	 HOLDINGS VII GP, LTD. by:
	 	)	 	Duly Authorised Signatory
		 	)	 		 	
		 	)	 	Name:	 	 /s/ Joshua Harris

		 	)	 		 	
		 	)	 	Title:	 	 Director

		 	)	 		 	
			
	 SIGNED by PATRICK HEAD
	 	)	 	 /s/ Patrick Head

		 	)	 		 	
		 	)	 		 	

  

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