APOLLO

APOLLO Tax Receivable Agreement (TRA) Payment Workbook Tax Year 2010 Partner Version 4'1'2011 EFTA01076062 APOLLO Page TRA Related Payment 3 Net Tax Benefit Allocated 4 Tax Benefit Schedule - Payment to TRA Holders 5 Tax Benefit Schedule - Realized Tax Benefit - APO Corp 6 Interest Amount Calculation 2 of 6 Index EFTA01076063 TRA Payment For the Year Ended 12.31.2010 TRA payment $ 51,913,251 2010 Payment TRA Holder TRA Ownership % Amount Leon Black Less: 25% Deferral Net Payment 41.0768% 21,324316 (5,331.079) 15,993,237 EFTA01076064 APO Corp Related Taxable Income Tax Benefit Payments - Article III For the Year Ended 12.31.2010 TRA Agmt Appendix C Tax Receivable Agreement (IRA) Reference (Ankle Ill) Description Amount Notes APO Corp. 2010 Tax Year Realized Tax Benefit 3.01(5)0)43) (Detrenent) $ 81.025.252 3.01(0)(2)44) Excess Realized Tax Benefit (Detriment) 3.01(b) Adjusted Realized Tax Benefit 81.025.252 3.01(b) 85% Per TRA 85% Tax Benefit Payment (includes Imputed Interest under IRC 3.01(b) Section 483) $ 51.871.484 IRC Section 483 Imputed Interest (installment sale rules) 43.025.537 (1) Section 483 Interest Rale (5.15%) LT AFR Present Value of Tax Benefit Payment from April 5. 2011 to July 14.2007 - Total Sales Proceeds 8.845.928 (2) 3.01(b) Interest Amount Per TRA (Through April 5. 2011) 41.787 (3) oral Net Tax Benefit i.e.. Tax Benefit Payment related 3.01(b) to 2010 Tax Return $ 51.913.251 Notes: To calculate the amount ol imputed installment sale interest that Is taxable on the tax return the Appicable Federal Rale (AFR) that applies to the term of the installment sale on the date of the sale (July 13. 2007) was used. The AFR was 5.15%. (2) The present value of the Tax Benefit Payment O calculated using the following formula: Amount Cl Future Payment 1 • (0 DI days July IS. 2007 to April 5. 2011)(365 x Annual Interest Rale) Amount of Future Payment henna Interest Rale (Long term AFR for July 2007) 3 Year (July 14.2007 through July 14.2010) 0 of Days (July 15.2010 through April 5. 2011) $ 51.871.484 5.15% 3 Year 289 Days (3) Interest is calculated keen the due date of the 2010 Tax Return (without extensions). Please see the attached calculation. 4 016 EFTA01076065 APO Corp Related Taxable Income Tax Benefit Schedule - Article II Section 2.O3 For the Year Ended 12.31.2O1O Realized Tax Benefit Calculation - Article Ill Tax Benefit Schedule - Article II Section 2.0 a a Partnership Distributive Share Income/O. $169,157,721 $169,157,721 Standalone APO Corp Income ($494,864) ($494,864) Section 197 Amortization (65,898,090) Sec 483 Imputed Interest Related to 754 election (1,871,766) Interest Expense on Late Payment (21,580) Net Operating Loss (79,720,686) Charity Contribution Carryforward (394,104) (394,104) State & Local Taxes (15,938,836) (1,483,430) Taxable Income $152,329,917 $19,273,213 Federal Tax Liability 49,097,864 2,528,018 2010 State Income Tax (NY, NYC, CA) 15,938,836 1,483,430 Total 2010 Current Tax Liability 65,036,700 4,011,448 61,025,252 A B C=A-B A. With respect to any Taxable Year, the liability for Taxes of APO Corp., including with respect 'indirectly, to the income and gains allocable to APO Corp. from any Partnership in which API 'an interest using the same methods, elections,conventions and similar practices used on AP Return, but calculated using the Non—Stepped Up Tax Basis instead of the tax basis of the C Assets and excluding any deduction attributable to the Imputed Interest. 5 of 6 EFTA01076066 APO Corp Related Taxable Income TRA Late Payment Interest Amount Calculation Tax Year 2010 Tax Benefit Payment $ 51,913,251.06 Interest Amount' 41,820.55 Total Payment $ 51,955,071.61 LIBOR (assumed to Plus 100 Interest Monthly Tax Benefit Month Date for LIBOR 2 be 6 month rate) Basis Points Amount Interest Payment Amount February, 2011 February 26, 2011 0.3869% 1.00% 1.39% 31,561 51,944,812 March, 2011 March 30, 2011 0.4419% 1.00% 1.44% 10,260 51,955,072 'Reflects TRA payment occuring on April 5, 2011. 2means for each month (or portion thereof) during any period, an interest rate per annum equal to the rate per annum reported, on the date two days prior to the first day of such month, on the Telerate Page 3750 (or if such screen shall cease to be publicly available, as reported on Reuters Screen page "LIB0" or by any other publicly available source of such market rate) for London interbank offered rates for U.S. dollar deposits for such month (or portion thereof). 6of6 EFTA01076067