a1049incentivepool







CONFIDENTIAL & PROPRIETARY   EXECUTION VERSION   032751.0031 EAST 103465630 v3   SECOND AMENDED AND RESTATED       EXEMPTED LIMITED PARTNERSHIP AGREEMENT      OF      AGM INCENTIVE POOL, L.P.      This SECOND AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP   AGREEMENT (this “Agreement”) of AGM Incentive Pool, L.P., a Cayman Islands exempted   limited partnership (the “Partnership”), is entered into by the parties whose names are recorded   from time to time as limited partners of the Partnership in the Register of Partners (as defined   herein) (the “Limited Partners”), Apollo Principal Holdings IV GP, Ltd., a Cayman Islands   exempted company (the “General Partner” and together with the Limited Partners, the   “Partners”), on June 29, 2012.   WHEREAS, the Partnership was formed upon (a) the entry into of the initial exempted   limited partnership agreement of the Partnership on June 16, 2011 (the “Original Agreement”)   by and among the General Partner and Walkers Nominees Limited, a Cayman Islands exempted   company, (the “Initial Limited Partner”), and (b) registered as an exempted limited partnership   pursuant to the Exempted Limited Partnership Law (as amended) of the Cayman Islands (the   “Act”) by the filing of a statement in accordance with section 9 of the Act by the General Partner   as evidenced by the certificate of registration dated June 16, 2011; and   WHEREAS, on August 2, 2012, the Original Agreement was amended and restated in its   entirety by and among the General Partner, the Limited Partners and the Initial Limited Partner   to (a) effect the withdrawal of the Initial Limited Partner, (b) reflect the admission of the Limited   Partners to the Partnership as limited partners, and (c) make the additional changes set forth   therein (the “Amended and Restated Agreement”).   WHEREAS, the parties hereto desire to amend and restate the Amended and Restated   Agreement to make the additional changes set forth in this Agreement.   NOW, THEREFORE, the parties hereby agree as follows:   1. Name.   (a) The name of the exempted limited partnership continued hereby is AGM   Incentive Pool, L.P.  The General Partner is authorized to make any variations in the   Partnership’s name and may otherwise conduct the business of the Partnership under any other   name, subject to compliance with the Act and all other applicable laws, as the General Partner   may deem it necessary or advisable; provided that such name shall contain the words “Limited   Partnership”, the letters “L.P.” or the designation “LP” or the equivalent translation thereof.   (b) The Partners acknowledge that the rights and duties of the General Partner   shall be as provided by the Act and, save as permitted by applicable law, as provided in this   Agreement.     





 







032751.0031 EAST 103465630 v3 2   2. Purpose.  The object and purpose of, and the nature of the business to be   conducted and promoted by the Partnership is, engaging in any lawful act or activity for which   exempted limited partnerships may be formed under the Act and engaging in any and all   activities necessary or incidental to the foregoing.  The Partnership is intended to act as a limited   partner of APH Holdings, L.P., APH Holdings (FC), L.P. and APH Holdings (DC), L.P.   (together with any additional limited partnerships in which the Partnership may hold a limited   partner interest, the “Holdings Partnerships”) and receive distributions from the Holdings   Partnerships representing the Minimum Profit Share, the Discretionary Profit Share and the   Fixed Profits Share (each, as defined herein).    3. Registered Office. The address of the registered office of the Partnership in the   Cayman Islands is c/o Walkers Corporate Services Limited, Walker House, 87 Mary Street,   George Town, Grand Cayman KY1-9005, Cayman Islands.     4. Principal Office.  The principal office of the Partnership shall be One   Manhattanville Road, Suite 201, Purchase, New York 10577, United States of America, or at   such other place as the General Partner may determine from time to time.  The General Partner   may establish additional offices as it deems necessary.   5. Partners.   (a) The names of the Partners are as set forth in the register of partnership   interests maintained by the General Partner (the “Register of Partners”).  Each person listed   under the title “Limited Partner” in the Register of Partners hereby continues as a limited partner   of the Partnership upon its execution of a counterpart signature page to this Agreement on the   date hereof or subsequently pursuant to a form of deed of adherence to this Agreement pursuant   to which such person agrees to be admitted as a Limited Partner of the Partnership and to adhere   to and be bound by the terms of this Agreement as a limited partner of the Partnership.   (b) Each Limited Partner shall have a limited partner interest in the   Partnership as set forth on the Register of Partners (the “Limited Partner Interests”) in   accordance with the Act.  The General Partner shall adjust the Register of Partners from time to   time as necessary to reflect the admission of any limited partner or any transfers of a Limited   Partner Interest, any contributions made by or distributions paid to any Limited Partner or any   other event which may result in a change in the Limited Partner Interest of a Limited Partner.  To   the maximum extent permitted by the Act and other applicable law, the rights of a Limited   Partner with respect to the Partnership and under this Agreement shall be limited to an   entitlement to allocations and distributions as provided in Sections 9 and 10 only and, without   limiting the foregoing, no Limited Partner shall have any right or authority to (i) take part in the   management or control of the Partnership’s business, (ii) act for the Partnership, or (iii) vote on   any matter with respect to the Partnership.   (c) The General Partner hereby designates two classes of Limited Partner   Interests in the Partnership.  Class 1 Interests represent an entitlement to allocations and   distributions by the Partnership with respect to the Minimum Profits Share and the Discretionary   Profits Share only, and Class 2 Interests represent an entitlement to allocations and distributions     





 







032751.0031 EAST 103465630 v3 3   by the Partnership with respect to the Fixed Profits Share only.  A Limited Partner may hold both   a Class 1 Interest and a Class 2 Interest.   (d) The General Partner hereby continues as the general partner of the   Partnership upon its execution of a counterpart signature page to this Agreement and confirms its   agreement to be bound by the terms of this Agreement.   6. Management of the Partnership.   (a) Subject to the delegation of rights and powers provided for herein, the   management of the Partnership shall be vested exclusively in the General Partner.  To the extent   permitted by law, the General Partner shall have the sole right to manage and conduct the affairs   of the business of the Partnership and shall have all powers and rights necessary, appropriate or   advisable to carry out the purposes and business of the Partnership.  The General Partner, on   behalf of the Partnership, is authorized to execute and deliver, and perform the Partnership’s   obligations under, any and all agreements, deeds, instruments, receipts, certificates and other   documents, and to take all such other action as it may consider necessary or advisable in   connection with the purposes of the Partnership without any further act, vote or approval of any   person, including any Limited Partner, notwithstanding any other provision of this Agreement.   (b) The General Partner shall have sole discretion regarding the appointment,   quantity, titles, duties, power and removal of all officers of the Partnership, if any.   (c) All contracts, agreements, endorsements, assignments, transfers, or other   instruments shall be signed by the General Partner or an authorized agent on behalf of the   Partnership.   (d) All matters concerning the determination, valuation, distribution to and   allocation among the Partners with respect to any profit or loss of the Partnership and any   associated items of income, gain, deduction, loss and credit, pursuant to any provision of this   Agreement, including any accounting procedures applicable thereto, shall be determined by the   General Partner in its discretion, and such determinations and allocations shall be final and   binding on all the Partners.   (e) The General Partner shall execute and file any amendments to all   certificates and other instruments, including any amendments to this Agreement in accordance   with the terms of this Agreement and a filing of a statement of changes in registered particulars   of the Partnership pursuant to section 10 of the Act, which the General Partner deems appropriate   to form, qualify or continue the Partnership as an exempted limited partnership (or a partnership   in which the Limited Partners have limited liability) in the Cayman Islands and all other   jurisdictions in which the Partnership conducts or plans to conduct its affairs.     7. Capital Contributions.  No Partner shall be required to make capital   contributions to the Partnership, save as agreed from time to time between such Partner and the   General Partner.   8. Capital Accounts.  The General Partner shall maintain for each Limited Partner a   capital account in accordance with this Section 8 and in accordance with the rules of United     





 







032751.0031 EAST 103465630 v3 4   States Treasury Regulation Section 1.704-1(b)(2)(iv) promulgated under the United States   Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations   promulgated thereunder.  Each Limited Partner’s capital account shall have an initial balance   equal to the amount of cash and the Carrying Value (as defined herein) of property constituting   the Limited Partner’s initial contribution to the capital of the Partnership, if any.  Each Limited   Partner’s capital account shall be increased by the sum of (a) the amount of cash and the   Carrying Value of property constituting additional contributions by the Limited Partner to the   capital of the Partnership, if any, and (b) any Profits (as defined herein) allocated to the Limited   Partner’s capital account pursuant to Section 9(b).  Each Limited Partner’s capital account shall   be reduced by the sum of (i) the amount of cash and the Carrying Value of any property   distributed by the Partnership to such Limited Partner, and (ii) any Losses (as defined herein)   allocated to such Limited Partner’s capital account pursuant to Section 9(b).   9. Allocation of Profits and Losses.   (a) Distribution Sources.  Each of the Holdings Partnerships is expected to   derive cash or other revenues from its equity interests in entities that received such revenues as a   distribution of “carried interest” or incentive allocations from a private investment fund or   similar account (as adjusted for certain tax-related items, “Carried Interest Revenue”). The   Holdings Partnerships may also derive other revenues.  Each year, each of the Holdings   Partnerships is generally required to distribute to the Partnership an amount equal to one percent   of its Carried Interest Revenue for the year (the “Minimum Profit Share”). In addition, the   general partner of each Holdings Partnership has the authority (but not the obligation) to (i)   designate an additional fixed amount that it will be required to distribute to the Partnership (a   “Fixed Profit Share”) and (ii) make additional discretionary distributions to the Partnership (a   “Discretionary Profit Share”).   (b) Book Allocations of Profits and Losses.  The Partnership’s Profits and   Losses (and, to the extent necessary, individual items of income, gain, loss, deduction or credit)   for any Fiscal Year (as defined herein) shall be allocated among the Limited Partners:   (i) in respect of the Minimum Profit Share, as determined by the   General Partner such that (A) each Limited Partner receives at least the lesser of (1) its Minimum   Per Capita Share or (2) its Minimum Percentage Share and (B) 100% of the Minimum Profit   Share has been allocated among the Limited Partners;   (ii) in respect of the Fixed Profit Share, in accordance with their   respective interests therein as set forth in the Limited Partner’s Side Letter (as defined herein)   relating to the Fixed Profit Share; and   (iii) in respect of any Discretionary Profit Share, in accordance with the   determination of the General Partner;   (c) provided, that any Profits or Losses attributable to a Book-Tax Difference   in the Partnership’s assets shall be specially allocated to the Limited Partners that have been   allocated a share of such Book-Tax Difference pursuant to the definition of Book-Tax   Difference, any such special allocation to be in the proportion that such Limited Partner’s     





 







032751.0031 EAST 103465630 v3 5   allocated share of the Book-Tax Difference bears to the total Book-Tax Difference of the asset   giving rise to the Profits or Losses; and provided further, that to the extent any Losses are   attributable to assets in respect of which prior allocations of Profits were made, such Losses shall   be specially allocated in the same manner as the prior allocations of Profits.   (d) Tax Allocations.  Except as otherwise required under Section 704(c) of the   Code, the Partnership’s income, gains, losses, credits and deductions shall be allocated among   the Limited Partners, for United States federal, state and local income tax purposes, to the extent   permitted under the Code and the Treasury Regulations, in the same manner that each such item   is allocated to the Limited Partners’ capital accounts for book purposes.   (e) Definitions.  The following terms, when used in this Agreement, have the   respective meanings set forth below.   (i) “Book-Tax Difference” shall mean the difference between the   Carrying Value of a Partnership asset and its adjusted tax basis for United States federal income   tax purposes, as determined at the time of any of the events described in the definition of   Carrying Value, which for purposes of this Agreement shall include any accrued income in   respect of securities contributed to or held (directly or indirectly) by the Partnership as of the   date of any such event.  The General Partner shall maintain an account in the name of each   Limited Partner that reflects such Limited Partner’s share of any Book-Tax Difference.    (ii) “Carrying Value” shall mean, with respect to any Partnership   asset, the asset’s adjusted basis for United States federal income tax purposes, except that the   Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market   values (as determined by the General Partner), in accordance with the rules set forth in Treasury   Regulations Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, immediately prior   to (a) the date of the acquisition of any additional interests in the Partnership by any new or   existing Partner in exchange for more than a de minimis capital contribution; (b) the date of the   distribution of more than a de minimis amount of any Partnership asset to a Partner including   cash as consideration for an interest in the Partnership, (c) the date of the grant of more than a de   minimis profits interest in the Partnership to as consideration for the provision of services to or   for the benefit of the Partnership by an existing Partner, or by a new Partner acting in his   capacity as a Partner or in anticipation of becoming a Partner, or (d) the liquidation of the   Partnership within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g); provided,   that adjustment pursuant to clauses (a), (b) and (c) above shall be made only if the General   Partner reasonably determines that such adjustments are necessary or appropriate to reflect the   relative economic interests of the Partners.  The Carrying Value of any Partnership asset   distributed to any Partner shall be adjusted immediately prior to such distribution to equal its fair   market value (as determined by the General Partner).  The Carrying Value of any asset   contributed by a Partner to the Partnership shall be the fair market value (as determined by the   General Partner) of the asset at the date of its contribution.   (iii) “Minimum Per Capita Share” means x/y, where    x = in the case of AGM Marketing Pool, L.P., the number of   limited partners thereof at that time and, in the case of each other Limited     





 







032751.0031 EAST 103465630 v3 6   Partner, 1, and       y = the number of limited partners of AGM Marketing Pool,   L.P. at that time plus the number of Limited Partners other than AGM   Marketing Pool, L.P.   (iv) “Minimum Percentage Share” means, in the case of AGM   Marketing Pool, L.P., 1.0% multiplied by the number of limited partners of AGM Marketing   Pool, L.P. at such time and, in the case of each other Limited Partner means 1.0%.   (v) “Profits” and “Losses” shall mean, for each Fiscal Year or other   period, the taxable income or loss of the Partnership, or particular items thereof, determined in   accordance with the accounting method used by the Partnership for United States federal income   tax purposes with the following adjustments:     (A) any income of the Partnership that is exempt from United States   federal income taxation and not otherwise taken into account in computing Profits and Losses   shall be added to such taxable income or loss;    (B) if the Carrying Value of any Partnership asset differs from its   adjusted tax basis for United States federal income tax purposes, any gain or loss resulting from   a disposition of such Partnership asset shall be calculated with reference to such Carrying Value;    (C) if the Carrying Value of any Partnership asset differs from its   adjusted tax basis for United States federal income tax purposes the amount of depreciation,   amortization or cost recovery deductions with respect to such Partnership asset shall for purposes   of determining Profits and Losses be an amount which bears the same ratio to such Carrying   Value as the United States federal income tax depreciation, amortization or other cost recovery   deductions bears to such adjusted tax basis (provided that if the United States federal income tax   depreciation, amortization or other cost recovery deduction is zero, the General Partner may use   any reasonable method for purposes of determining depreciation, amortization or other cost   recovery deductions in calculating Profits and Losses);    (D) upon an adjustment to the Carrying Value of any Partnership asset   (other than an adjustment in respect of depreciation, amortization or other cost recovery   deductions) pursuant to the definition of Carrying Value, the amount of the adjustment shall be   included as gain (if the adjustment increases the Carrying Value of the asset) or loss (if the   adjustment decreases the Carrying Value of the asset) in computing such taxable income or loss;   and   (E) any expenditures of the Partnership that are described in   Section 705(a)(2)(B) of the Code or are treated as described in Section 705(a)(2)(B) of the Code   pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into   account in computing Profits and Losses shall be treated as deductible items.   10. Distributions.       





 







032751.0031 EAST 103465630 v3 7   (a) The Limited Partners shall not have the right to distributions except for   distributions in accordance with this Section 10 or, upon dissolution of the Partnership, in   accordance with Section 16.  The entitlement to any such return at such time shall be pro rata in   accordance with their respective applicable capital account balances.  Except as required by the   Act or other applicable law, no Partner shall be liable for the return of any such amounts.    Notwithstanding any provision in this Agreement to the contrary, the Partnership shall not make   a distribution to a Partner if such distribution would violate the Act or other applicable law.   (b) The General Partner shall cause the Partnership to distribute any cash or   property received by the Partnership. All cash or property attributable to:   (i) the Minimum Profit Share shall be distributed to the holders of   Class 1 Interests in accordance with the determination by the General Partner made pursuant to   the requirements of Section 9(b)(i) hereof;   (ii) the Fixed Profit Shares shall be distributed to the holders of Class 2   Interests, in such proportions as are consistent with the applicable Side Letters delivered by the   General Partner to the Limited Partners; and   (iii) the Discretionary Profit Share shall be distributed to the holders of   the Class 1 Interests in accordance with the determination by the General Partner;   provided, that any amount determined by the General Partner to be attributable to a Book-Tax   Difference in the Partnership’s assets shall be distributed to the Limited Partners in a manner   determined by the General Partner to be consistent with the allocation of the related Book-Tax   Difference in accordance with Section 9(c).   (c) If the Partnership incurs a withholding tax or other tax obligation with   respect to a share of Partnership income allocable to any Limited Partner, then the General   Partner, without limitation of any other rights of the Partnership, may cause the amount of such   obligation to be debited against the capital account of such Limited Partner when the Partnership   pays such obligation, and any amounts then or thereafter distributable to such Limited Partner   shall be reduced by the amount of such taxes.  If the amount of such taxes is greater than any   such then distributable amounts, then such Limited Partner and any successor to such Limited   Partner’s Limited Partner Interest shall indemnify and hold harmless the Partnership and the   General Partner against, and shall pay to the Partnership as a contribution to the capital of the   Partnership, upon demand of the General Partner, the amount of such excess.   (d) The General Partner may deduct from any distribution due to any Partner   any amounts owed by such Limited Partner to the General Partner or its Affiliates, whether under   this Agreement or otherwise.  For purposes of this Agreement, “Affiliate” means with respect to   any person any other person directly or indirectly controlling, controlled by or under common   control with such person.   11. Fiscal Year; Tax Matters.   (a) The fiscal year of the Partnership shall begin on January 1 and end on   December 31 of each year, except for the short taxable years, if any, in the years of the     





 







032751.0031 EAST 103465630 v3 8   Partnership’s formation and termination, and as otherwise required by the Code (the “Fiscal   Year”).   (b) Proper and complete records and books of account of the business of the   Partnership shall be maintained at the Partnership’s principal place of business.  Each of the   Partners acknowledges and agrees that the Partnership is a foreign entity with multiple Partners   and is intended to be classified and treated as a partnership for United States federal, state and   local income tax purposes.  The Partnership’s books of account shall be maintained on a basis   consistent with such treatment and on the same basis utilized in preparing the Partnership’s   United States federal income tax return.  Each Limited Partner and its duly authorized   representatives may, for any reason reasonably related to its interest as a limited partner of the   Partnership, examine the Partnership’s books of account and make copies and extracts therefrom   at its own expense.  The General Partner or, if there is no general partner, the liquidating trustee   of the Partnership, shall maintain the records of the Partnership for three years following   termination of the Partnership.   (c) The Partners hereby agree to take any measures necessary (or, if   applicable, refrain from any action) to ensure that the Partnership is treated as a partnership for   United States federal, state and local income tax purposes.   (d) As soon as reasonably practicable after the end of each Fiscal Year, the   Partnership shall prepare and send to each Partner a statement of the amount of such Partner’s   share in the Partnership’s taxable income or loss for each year and information relating to the   nature thereof, in sufficient detail to enable it to prepare its United States federal, state and other   tax returns including, but not limited to, Internal Revenue Service Schedule “K-1,” or any   successor thereto.   (e) The General Partner shall make such elections under the Code and other   relevant tax laws as to the treatment of items of the Partnership’s income, gain, loss, deduction   and credit, as well as to all other relevant matters, as it deems necessary or appropriate.   (f) The General Partner is designated, and is specifically authorized to act as a   “tax matters partner” under the Code and in any similar capacity under any law.   12. Assignments and Transfers of Interests.   (a) The General Partner may transfer all or any portion of its general partner   interest in the Partnership and any and all rights and/or obligations associated therewith to any   person at any time.  The transferee of a general partner interest in the Partnership shall be   admitted to the Partnership as a general partner of the Partnership upon its execution of a form of   deed of adherence to this Agreement, pursuant to which it agrees to adhere to and be bound by   the terms of this Agreement as a general partner of the Partnership and upon the filing of a   statement by the General Partner in accordance with the terms of Section 10 of the Act.  If the   General Partner transfers all of its general partner interest, such admission shall be effective for   the purposes of this Agreement immediately prior to such transfer and immediately following   such transfer, the transferor general partner shall file a statement in accordance with the terms of   Section 10 of the Act whereupon it shall cease to be a general partner of the Partnership.     





 







032751.0031 EAST 103465630 v3 9   (b) A Limited Partner may not Transfer all or any portion of its Limited   Partner Interest or any and all rights and/or obligations associated therewith to any person   without the consent of the General Partner, which consent may be withheld in the General   Partner’s discretion.  The transferee of a Limited Partner Interest shall be admitted to the   Partnership as a substitute limited partner of the Partnership only (i) with the consent of the   General Partner, which consent may be withheld in the General Partner’s discretion, and (ii)   upon its execution of a form of deed of adherence to this Agreement pursuant to which it agrees   to adhere to and be bound by the terms of this Agreement as a limited partner of the Partnership.    If the transferring Limited Partner is the sole limited partner and transfers all of its Limited   Partner Interest, such admission shall for the purposes of this Agreement be effective   immediately prior to such transfer, and immediately following such admission, the transferor   Limited Partner shall cease to be a limited partner of the Partnership.  For purposes of this   Agreement, “Transfer” means any direct or indirect sale, exchange, transfer, assignment, pledge   or other disposition by a Limited Partner of any or all of such Limited Partner’s Limited Partner   Interest (whether respecting, for example, economic rights only or all the rights associated with   the Limited Partner Interest) to another person, whether voluntary or involuntary.   13. Admission and Withdrawal of Limited Partners.     (a) One or more additional limited partner(s) may be admitted to the   Partnership with the written consent of the General Partner and upon execution of a form of deed   of adherence to this Agreement pursuant to which it agrees to adhere to and be bound by the   terms of this Agreement as a limited partner of the Partnership.   (b) Subject to any vesting terms in a Side Letter (as defined herein) in favor of   such Limited Partner, a Limited Partner shall cease to be a Partner and be deemed to have   withdrawn its Limited Partner Interest either:   (i) automatically upon any date (and with immediate effect from such   date) on which such Limited Partner (or, in the case of a Limited Partner that was admitted to the   Partnership by virtue of its relationship with an employee of Apollo Global Management, LLC   or one of its Affiliates, such employee) ceases to be employed (for any reason, including, but not   limited to, death, disability, resignation or a termination for cause or other than for cause) by   Apollo Global Management, LLC or one of its Affiliates (unless otherwise determined by the   General Partner); or   (ii) upon a date specified in a notice delivered by the General Partner   to such Limited Partner requiring that such Limited Partner withdraw from the Partnership.    (c) Payment of a withdrawing Limited Partner’s withdrawal proceeds (being   an amount equal to the balance of such Limited Partner’s capital account as of the effective date   of withdrawal) will generally be made at the same time as such amounts would have been   distributed to such Limited Partner under Section 10(b) had such Limited Partner not been   withdrawn from the Partnership.  Amounts withdrawn by a Partner will not be adjusted as a   result of audit adjustments made after the final payment date relating to the applicable   withdrawal and will not earn interest for the period from the applicable withdrawal date through   the settlement date.  The General Partner may deduct from any withdrawal proceeds due to any     





 







032751.0031 EAST 103465630 v3 10   Partner an amount representing the actual or estimated expenses of the Partnership associated   with processing the withdrawal and any other amounts owed by the withdrawing Partner to the   General Partner or its Affiliates whether under this Agreement or otherwise.   14. Admission and Withdrawal of General Partners.  One or more additional   general partner(s) may be admitted to the Partnership with the written consent of the General   Partner and upon execution of a form of deed of adherence to this Agreement pursuant to which   such person agrees to adhere to and be bound by the terms of this Agreement as a general partner   of the Partnership and upon the filing of a statement by the General Partner in accordance with   the terms of section 10 of the Act.  A General Partner may withdraw from the Partnership with   the written consent of all other general partners, if any, and provided that, upon withdrawal, there   remains at least one general partner of the Partnership and such general partner continues the   Partnership.   15. Liability of Limited Partners.  The Limited Partners, in their capacity as limited   partners of the Partnership, shall have no liability for the obligations or liabilities of the   Partnership except as provided herein and to the extent provided in the Act and applicable law.    Nothing expressed in or implied by this Agreement shall be construed to confer upon or to give   any person, except the Partners, any rights or remedies under or by reason of this Agreement.   16. Termination.   (a) The Partnership shall be required to wind up upon the occurrence of any   of the following events (each a “Dissolution Trigger Event”) only and sections 15(2), 15(5),   15(6) and 15(7) of the Act shall not apply to the Partnership save as otherwise expressly   provided for herein:   (i) at the discretion of the General Partner, upon the service of a   notice of winding up by the General Partner on the Limited Partners; or   (ii) upon the withdrawal by or resignation of the General Partner as the   last remaining general partner of the Partnership; or    (iii) following the occurrence of any event as described in paragraphs   (a), (b) or (c) of section 15(5) of the Act in relation to the General Partner, unless all remaining   partners agree in writing to continue the business of the Partnership and to appoint a replacement   qualifying general partner within 90 days of notice of such event having been given by the   General Partner (or its legal representative) to all other partners; or   (iv) upon the occurrence of any event leaving the General Partner as   the sole partner of the Partnership,   whereupon the Partnership’s affairs shall be wound up by the General Partner, or such other   person as the General Partner shall appoint, all in accordance with section 15(1) of the Act.   (b) Upon the completion of the winding up of the Partnership, the General   Partner shall file with the Registrar any notice of dissolution required to be filed pursuant to the     





 







032751.0031 EAST 103465630 v3 11   Act. This Agreement shall terminate upon the filing of the notice of dissolution in accordance   with this Section 16.   (c) Upon the dissolution of the Partnership, the assets of the Partnership shall   be liquidated or distributed under the direction of and to the extent determined by the General   Partner and the business of the Partnership shall be wound up.  Within a reasonable time after the   effective date of dissolution of the Partnership, the Partnership’s assets shall be distributed in the   following manner and order: (i) first, to the satisfaction of debts and liabilities (including   expenses of liquidation) of the Partnership (whether by payment or the reasonable provision   thereof), if any, in the order of priority provided by law, (ii) second, after giving effect to the   allocations in Section 9(b), to the Limited Partners (pro rata in proportion to their then respective   positive capital account balances).   17. Duties of Covered Persons.   (a) To the fullest extent permitted by law, the General Partner and its   Affiliates and their respective partners, members, managers, shareholders, officers, directors,   employees and associates and, with the approval of the General Partner, any agent of any of the   foregoing (including their respective executors, heirs, assigns, successors or other legal   representatives) (each, a “Covered Person” and collectively, the “Covered Persons”), shall not   be liable to the Partnership or to any of the other Partners for any loss, claim, damage or liability   occasioned by any acts or omissions in the performance of its services hereunder, except to the   extent that it shall ultimately be determined by final judicial decision from which there is no   further right to appeal (a “Final Adjudication”) that such loss, claim, damage or liability has   occurred solely by reason of the willful misconduct or gross negligence (as that term is construed   in accordance with the laws of the State of New York) of such a Covered Person or as otherwise   required by law; provided that nothing in this Agreement shall be construed as waiving any legal   rights or remedies which the Partnership may have under United States state or federal securities   laws.   (b) To the extent that, at law or in equity, a Covered Person has duties   (including fiduciary duties) and liabilities relating thereto to the Partnership or the Partners, the   Covered Person acting under this Agreement shall not be liable to the Partnership or to any   Partner for its good faith reliance on the provisions of this Agreement.  The provisions of this   Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered   Person otherwise existing at law or in equity to the Partnership or its partners, are agreed by the   parties hereto to replace such other duties and liabilities of such Covered Person, save that the   General Partner shall act at all times in good faith in the interests of the Partnership in   accordance with section 4(3) of the Act.    18. Amendments.     (a) Except as otherwise provided in this Agreement or in the Act, this   Agreement may be amended by the General Partner in its sole and absolute discretion and   without the consent of the Limited Partners. Notwithstanding the foregoing, no amendment shall   be binding upon any Limited Partner without its written consent to the extent such amendment   would (i) require such Limited Partner to make any capital contribution to the Partnership, (ii)     





 







032751.0031 EAST 103465630 v3 12   impose any other financial commitment, restrictive covenant or other personal obligation on such   Limited Partner, or (iii) adversely change any vested right of such Limited Partner.   (b) Notwithstanding any other provision of this Agreement or the Act, the   General Partner on its own behalf or on behalf of the Partnership without the approval of any   Limited Partner may enter into one or more side letters or similar agreements, including profit   sharing award letters (each a “Side Letter”) with one or more Limited Partners which have the   effect of establishing rights under, or altering or supplementing the terms of this Agreement   (including provision for vesting of a Limited Partner’s interest in the Partnership) as between   such Partner and the Partnership.  Any terms contained in a Side Letter with one or more   Partners shall govern with respect to such Partner or Partners notwithstanding the provisions of   this Agreement.  Any such Side Letters shall be binding upon the Partnership or the General   Partner, as applicable, and the signatories thereto as if the terms were contained in this   Agreement.     19. Power of Attorney.   (a) Each Limited Partner hereby irrevocably makes, constitutes and appoints   the General Partner with full power of substitution, the true and lawful representative and   attorney-in-fact, and in the name, place and stead of such Partner, with the power from time to   time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish:   (i) any amendment to this Agreement which complies with the   provisions of this Agreement;   (ii) all such other instruments, documents and certificates which, in the   opinion of legal counsel to the Partnership, may from time to time be required by the laws of the   Cayman Islands, the United States of America, any state thereof or any other jurisdiction, or any   political subdivision or agency thereof, or which such legal counsel may deem necessary or   appropriate to effectuate, implement and continue the valid and subsisting existence and business   of the Partnership as a limited partnership; and   (iii) all such proxies, consents, assignments and other documents as the   General Partner determines to be necessary or advisable in connection with any merger or other   reorganization, restructuring or other similar transaction entered into in accordance with this   Agreement.   (b) Each Limited Partner is aware that the terms of this Agreement permit   certain amendments to this Agreement to be effected and certain other actions to be taken or   omitted by or with respect to the Partnership without such Partner’s consent.  If an amendment of   this Agreement or any action by or with respect to the Partnership is taken by the General Partner   in the manner contemplated by this Agreement, each Limited Partner agrees that,   notwithstanding any objection which such Limited Partner may assert with respect to such   action, the General Partner is authorized and empowered, with full power of substitution, to   exercise the authority granted above in any manner which may be necessary or appropriate to   permit such amendment to be made or action lawfully taken or omitted.  Each Partner is fully   aware that each other Partner will rely on the effectiveness of this special power-of-attorney with     





 







032751.0031 EAST 103465630 v3 13   a view to the orderly administration of the affairs of the Partnership.  The power-of-attorney   granted herein is intended to secure an interest in property and, in addition, the obligations of   each relevant Partner under this Agreement and as such shall (i) be irrevocable and continue in   full force and effect notwithstanding the subsequent death or incapacity of any party granting this   power-of-attorney, regardless of whether the Partnership or the General Partner shall have had   notice thereof, and  (ii) survive any Transfer by a Limited Partner of the whole or any portion of   its interest in the Partnership, except that, where the transferee thereof has been approved by the   General Partner for admission to the Partnership as a substituted Limited Partner, this power of   attorney given by the transferor shall survive such transfer for the sole purpose of enabling the   General Partner to execute, acknowledge and file any instrument necessary to effect such   substitution.   20. Notices.  Any notice required or permitted to be given under this Agreement shall   be in writing.  A notice to the General Partner shall be directed to the attention of John J.   Suydam.  A notice to a Limited Partner shall be directed to such Limited Partner’s last known   residence as set forth in the books and records of the Partnership or its Affiliates (a Limited   Partner’s “Home Address”).  A notice shall be considered given when delivered to the addressee   either by hand at such Partner’s Partnership office or electronically to the primary e-mail account   supplied by the Partnership for Partnership business communications, except that a notice to a   former Partner shall be considered given when delivered by hand by a recognized overnight   courier together with mailing through the United States Postal System by regular mail to such   former Partner’s Home Address.    21. Successors and Assigns.  This Agreement shall be binding upon the parties and   their respective successors, executors, administrators, legal representatives, heirs and legal   assigns and shall inure to the benefit of the parties and, except as otherwise provided herein, their   respective successors, executors, administrators, legal representatives, heirs and legal assigns.   22. Governing Law.  This Agreement shall be governed by and construed in   accordance with the laws of the Cayman Islands and each party hereto submits to the non-   exclusive jurisdiction of the courts of the Cayman Islands.  To the fullest extent permitted by   applicable law, the General Partner and each Limited Partner hereby agree that any claim, action   or proceeding by any Limited Partner seeking any relief whatsoever against any Covered Person   based on, arising out of or in connection with, this Agreement or the Partnership’s business or   affairs shall be brought only in the courts of the Cayman Islands, and not in any court in any   other country.  EACH PARTNER HEREBY IRREVOCABLY WAIVES ANY AND ALL   RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR   RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED   HEREBY.  The Partners intend the provisions of the Act to be controlling as to any matters not   set forth in this Agreement.   23. Entire Agreement.  This Agreement and any Side Letters constitute the entire   agreement among the Partners and between the Partners and the Initial Limited Partner with   respect to the subject matter hereof and thereof and supersede any prior agreement or   understanding among or between them with respect to such subject matter, notwithstanding the   fact that such agreement or understanding is referred to in this Agreement.     





 







032751.0031 EAST 103465630 v3 14   24. Separability of Provisions.  Each provision of this Agreement shall be   considered separable, and if for any reason any provision or provisions herein are determined to   be invalid, unenforceable or illegal under any existing or future law, such invalidity,   unenforceability or illegality shall not impair the operation of or affect those portions of this   Agreement that are valid, enforceable and legal.   25. Counterparts.  This Agreement may be executed in any number of counterparts,   including by facsimile or other electronic signature.  All counterparts shall be construed together   and shall constitute one instrument.   [Signature Page Follows]     





 







   AGM Incentive Pool, L.P.   Second Amended and Restated    Exempted Limited Partnership Agreement    Signature Page   IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have   duly executed this Agreement as a deed on the day first above written.      General Partner:      APOLLO PRINCIPAL HOLDINGS IV GP, LTD.         By: /s/ Wendy F. Dulman        Name: Wendy F. Dulman    Title: Vice President      In the presence of         Witness: /s/ Patricia A. McCabe       Name: Patricia A. McCabe         Limited Partners:      AGM MARKETING POOL, L.P.      By: Apollo Principal Holdings IV GP, Ltd.,    its general partner         By: /s/ Wendy F. Dulman        Name: Wendy F. Dulman    Title: Vice President      In the presence of         Witness: /s/ Patricia A. McCabe       Name: Patricia A. McCabe               





 







   AGM Incentive Pool, L.P.   Second Amended and Restated    Exempted Limited Partnership Agreement    Signature Page   For and on behalf of all other Limited Partners listed on   the Register of Partners pursuant to powers of attorney   granted to the General Partner:      By: Apollo Principal Holdings IV GP, Ltd.,    as attorney-in-fact         By: /s/ Wendy F. Dulman        Name: Wendy F. Dulman    Title: Vice President      In the presence of         Witness: /s/ Patricia A. McCabe       Name: Patricia A. McCabe