Case File
efta-efta01086578DOJ Data Set 9OtherCONFIDENTIAL & PROPRIETARY
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DOJ Data Set 9
Reference
efta-efta01086578
Pages
108
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0
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CONFIDENTIAL & PROPRIETARY
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement') dated as of June 7, 2007,
between each of the assignors listed on Annex A hereto under the heading "Name of Assignor"
(each, an "Assignor") and Black Family Partners,
(the "Assignee").
Recitals:
A.
Each Assignor is currently a limited partner of the limited partnerships listed opposite its
name on Annex A hereto under the heading "Name of Limited Partnership" (the
"Partnerships") and holds a limited partner interest in each such Partnership (a
"Partnership Interest").
B.
Each Assignor is currently a member of the limited liability companies listed opposite its
name on Annex B hereto under the heading "Name of Company" (the "LLCs") and holds
a limited liability company interest in each such LLC (an "LLC Interest').
C.
Each Assignor is currently a stockholder of the companies listed opposite its name on
Annex C hereto under the heading "Name of Company" (the "Companies") and holds
shares of stock in each such Company (the "Stock").
D.
The Assignors desire to set over, assign and transfer 100% of their Partnership Interests
in the relevant Partnerships (each, a "Transferred Partnership Interest') to the Assignee
pursuant to the Transfer Provisions (as defined below) of the respective limited
partnership agreements of each such Partnership (such limited partnership agreements are
set forth in Annex A under the heading "Partnership Agreement' and are collectively
referred to herein as the "Partnership Agreement?), with effect on the books and
records of such Partnership as of June 7, 2007 (the "Effective Date"), and the Assignee
desires to hereby assume the obligations of each Assignor as a limited partner of the
respective Partnership with respect to the applicable Transferred Partnership Interest
pursuant to the terms of the applicable Partnership Agreement, with effect as of the
Effective Date.
E.
The Assignors desire to set over, assign and transfer 100% of their LW Interests in the
relevant LLCs (each, a "Transferred LLC Interest') to the Assignee pursuant to the
Transfer Provisions of the respective limited liability company agreements of each such
LLC (such limited liability company agreements are set forth in Annex B under the
heading "limited Liability Company Agreements" and are collectively referred to herein
as the "LLC Agreements)), with effect on the books and records of such LW as of the
Effective Date, and the Assignee desires to hereby assume the obligations of each
Assignor as a member of the respective LW with respect to the applicable Transferred
LLC Interest pursuant to the terms of the applicable LW Agreement, with effect as of the
Effective Date.
F.
The Assignors desires to set over, assign and transfer 100% of their Stock in each of the
Companies (the "Transferred Stock" and, together with the Transferred Partnership
EAST MOM
EFTA01086578
Interests and the Transferred LLC Interests, the "Transferred Interests") to the Assignee
pursuant to the Transfer Provisions of the respective organizational documents of each
such Company (such organizational documents are set forth in Annex B under the
heading "Charter Document' and are collectively referred to herein as the "Charter
Documents"), with effect on the books and records of such Company as of the Effective
Date, and the Assignee desires to assume the obligations of each Assignor as a
stockholder of the respective Company with respect to the applicable Transferred Stock
pursuant to the terms of the applicable Charter Documents, with effect as of the Effective
Date.
G.
The assignment and assumption effected by this instrument are permitted pursuant to the
Transfer Provisions of the respective Partnership Agreements, LLC Agreements, and the
Charter Documents.
"Transfer Provision?' shall mean, collectively, the transfer
provisions of each Partnership Agreement, LLC Agreement and Charter Document set
forth in Annex A, Annex B, and Annex C under the heading "Transfer Provisions."
Now, THEREFORE, in consideration of the mutual promises contained herein, the parties hereby
agree as follows:
1.
Assignment
The Assignors hereby assign, transfer, convey and deliver to the Assignee such
Assignor's respective Transferred Interests, together with all associated rights, privileges,
restrictions and obligations related to each such Transferred Interest, with effect as of the
Effective Date. Each Transferred Interest is transferred and assigned to the Assignee, as
of the Effective Date, free and clear of any liens, claims or encumbrances except for such
restrictions as are imposed by the applicable Partnership Agreement, LW Agreement or
Charter Document. Each of the Assignors and the Assignee acknowledges and agrees
that, upon the substitution of the Assignee in place of the Assignor as a limited partner in
the relevant Partnership (a "Limited Partner"), a member in the relevant LLC (a
"Member") or a shareholder in the relevant Company (a "Shareholder") with respect to a
Transferred Interest, the Assignee shall be recorded on the relevant entity's books and
records as the owner of such Transferred Interest with effect as of the Effective Date and
the Assignor shall thereafter be released from all obligations arising in respect of such
Transferred Interest and shall cease to be a Limited Partner, Member or Shareholder to
the extent of such Transferred Interest.
2.
Assumption
The Assignee hereby accepts the assignment of the Transferred Interests and hereby (a)
agrees to become a substitute Limited Partner in the Partnership with respect to the
applicable Transferred Partnership Interest in the place and stead of each Assignor and to
join in and be bound by all of the terms of the applicable Partnership Agreement, (b)
agrees to become a substitute Member in the LLC with respect to the applicable
Transferred LLC Interest in the place and stead of each Assignor and to join in and be
bound by all of the terms of the applicable LLC Agreement, (c) agrees to become a
substitute Shareholder in the Company with respect to the applicable Transferred Stock in
EAST 1795002
2
EFTA01086579
the place and stead of each Assignor pursuant to the terms of the applicable Charter
Document and (d) undertakes and agrees to comply with and be bound by all of the
obligations associated with Transferred Interests from and after the Effective Date.
3.
Representations of Assignee
a.
The Assignee is a limited partnership organized in Delaware that is authorized
and qualified to hold a limited partner interest, limited liability company interest
or shares of stock in its respective Partnership, LLC or Company and otherwise to
comply with its obligations under this Agreement; the person signing this
Agreement on behalf of the Assignee has been duly authorized by the Assignee to
do so; and this Agreement has been duly executed and delivered on behalf of the
Assignee and is the valid and binding agreement of the Assignee, enforceable
against the Assignee in accordance with its terms. Upon the request of any of the
general partners of the Partnerships listed on Annex A hereto under the heading
"General Partner" (each, a "General Partner"), of any manager of the LLCs
listed on Annex B under the heading "Managers" (each, a "Manager"), or of any
Director of Companies listed on Annex C under the heading "Director?' (each, a
"Director"), the Assignee will deliver any documents which may be reasonably
requested by such General Partner, Manager or Director to evidence or confirm
the legality of an investment in such Partnership, LW or Company and the
authority of the person executing this Agreement on behalf of the Assignee.
b.
The Assignee, together with such tax, legal and financial advisors as it has chosen
to consult, has sufficient knowledge and experience in business and financial
matters to evaluate the merits and the risks of an investment in its respective
Transferred Interest, and the Assignee, fully aware of the risks involved, has
determined that an investment in the Transferred Interests is consistent with the
Assignee's investment objectives.
The Assignee is relying solely on the
Assignee's own tax advisors with respect to the tax factors relating to an
investment in the Transferred Interests.
c.
The Assignee understands that no transfer of any Transferred Interests may be
made without compliance with the relevant Transfer Provisions, including, but not
limited to, nernsary consents specified in the respective Partnership Agreement,
LW Agreement, or the Charter Document, and the Assignee agrees that it will not
sell or otherwise transfer any Transferred Interests (or any participation or
beneficial interest therein) without complying with such Transfer Provisions. Any
attempted transfer without such compliance shall be null and void
d.
The Assignee acknowledges and agrees that the General Partner of any
Partnership, the Managers of any LW and the Directors of any Company may
release confidential information about it and, if applicable, any related person, to
regulatory or law enforcement authorities, if such General Partner, Manager or
Director, in their sole discretion, determines that it is in the best interest of such
Partnership, LW or Company to do so.
EAST 7799202
3
EFTA01086580
4.
Benefit of the Partnership and General Partner
Each of the Assignors and the Assignee expressly agree, acknowledge and confirm that
each of the General Partners, each of the Partnerships, each of the Managers, each of the
LLCs, each of the Directors and each of the Companies are intended to be, and will be,
third party beneficiaries of any and all undertakings, agreements, and representations
made herein by the Assignors and the Assignee as if each such General Partner, each
such Partnership, each such Manager, each such LLC, each such Director and each such
Company were parties hereto, notwithstanding that they are not parties to this Agreement.
5.
Notice
This instrument shall constitute any notice of transfer required by each of the Partnership
Agreements, the LLC Agreements or the Charter Documents.
6.
Consent
Pursuant to the Transfer Provisions of each Partnership Agreement, each General Partner
and each required Manager, as appropriate, hereby consents to the transfer of the
applicable Transferred Interest between the Assignors and the Assignee as contemplated
by this Agreement and, upon consummation of the matters contemplated hereby, the
Assignee shall be recognized as a Limited Partner of the respective Partnership and a
Member of the respective LLC on and from the Effective Date. In that regard and subject
to the execution, delivery and performance of this Agreement by the Assignors and the
Assignee, the Assignee shall be substituted as a Limited Partner of the respective
Partnership and a Member of the respective LLC, with effect as of the Effective Date, in
place of the Assignor in respect of the applicable Transferred Interest and the Assignor
shall thereupon be released from any and all obligations associated with the applicable
Transferred Interest from the Effective Date.
7.
Counterparts
This Agreement may be executed in two or more counterparts, and by facsimile or other
electronic signature, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
8.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, and the obligations, rights and remedies of the parties hereunder shall
be determined in accordance with such laws.
EAST T79$002
4
EFTA01086581
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.
Assignee:
BLACK FAMILY PAKTNERS,■.
By: Black Family GP, LLC
its general partner
By:
Name: Leon D. Black
Title: Manager
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086582
WITH RESPECT TO APOLLO MANAGEMENT HOLDINGS,..:
Assignor:
LBF HOLDINGS, LLC
By:
Consented to by:
/2
11
ame: Leon D. Black
Title: Manager
APOLLO MANAGEMENT HOLDINGS GP, LLC
By:
Name: John J. Suydam
Title: Vice President
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086583
WITH RESPECT TO APOLLO MANAGEMENT HOLDINGS, E.:
Assignor:
LBF HOLDINGS, LLC
By:
Name: Leon D. Black
Title: Manager
Consented to by:
APOLLO MANAGEMENT HOLDINGS GP, LLC
By:
e: J
J. Su dam
itle: Vice President
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086584
WITH RESPECT TO APOLLO PRINCIPAL HOLDINGS 11, ■.:
Assignors:
LEON D. BLACK
'kJ
1992 TRUST FOR JOSHUA MAX BLACK
By:
By:
By:
icts.„4_
Name: Debra
Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
1992 TRUST FOR BENJAMIN ELI BLACK
By:
By:
By:
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086585
WITH RESPECT TO APOLLO PRINCIPAL HOLDINGS II, E.:
Assignors:
LEON D. BLACK
1992 TRUST FOR JOSHUA MAX BLACK
By:
By:
By:
Name: John Hannan
Title: Trustee
1992 TRUST FOR BENJAMIN ELI BLACK
By:
Name: Debra Black
Title:
Ii stee
N:
Barry C
Title: Trustee
By:
By:
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086586
WITH RESPECT TO APOLLO PRINCIPAL HOLDINGS II, B:
Assignors:
LEON D. BLACK
1992 TRUST FOR JOSHUA MAX BLACK
By:
Name: Debra Black
Title: Trustee
By:
Name: Barry Cohen
Title: Trustee
By:
1992 TRUST FOR BENJAMIN ELI BLACK
By:
By:
By:
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086587
1992 TRUST FOR ALEXANDER SAMUEL
BLACK
By:
Name: Debra Black
Title: Trustee
By:
Name: Barry Cohen
Title: Trustee
By:
Name: John Harman
Title: Trustee
1992 TRUST FOR VICTORIA RACHEL
BLACK
By:
By:
By:
Consented to by:
APOLLO PRINCIPAL HOLDINGS II GP, LLC
By:
Name: John J. Suydam
Title: Vice President
4-4r 1-0 -
Name: Debra Black
Tide: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
Block Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086588
1992 TRUST FOR ALEXANDER SAMUEL
BLACK
By:
Name: Debra Black
Title: Trustee
By:
By:
Name: B
hen
Title:
Name: John Hannan
Title: Trustee
1992 TRUST FOR VICTORIA RACHEL
BLACK
By:
By:
By:
Consented to by:
APOLLO PRINCIPAL HOLDINGS II GP, LLC
By:
Name: John J. Suydam
Title: Vice President
Name: Debra Black
Title: Trustee
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
•
EFTA01086589
1992 TRUST FOR ALEXANDER SAMUEL
BLACK
By:
Name: Debra Black
Title: Trustee
By:
Name: Barry Cohen
Title: Trustee
By:
1992 TRUST FOR VICTORIA RACHEL
BLACK
By:
By:
By:
Consented to by:
APOLLO PRINCIPAL HOLDINGS II GP, LLC
By:
Name: John J. Suydam
Title: Vice President
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086590
1992 TRUST FOR ALEXANDER SAMUEL
BLACK
By:
Name: Debra Black
Title: Trustee
By:
Name: Barry Cohen
Title: Trustee
By:
Name: John Hannan
Title: Trustee
1992 TRUST FOR VICTORIA RACHEL
BLACK
By:
Name: Debra Black
Title: Trustee
By:
Name: Barry Cohen
Title: Trustee
By:
Name: John Hannan
Title: Trustee
Consented to by:
APOLLO PRINCIPAL HOLDINGS II GP, LLC
Title: Vice President
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086591
WITH RESPECT TO APOLLO ADVISORS IV.:
Assignors:
JUDAH INVESTMENT TRUST L
By:
By:
Name: John Hannan
Title: Trustee
BLACK FAMILY 1997 TRUST
By:
Title: Trustee
By:
By:
By:
Consented to by:
APOLLO CAPITAL MANAGEMENT IV, INC.
By:
Name: John Suydam
Title: Vice President
Name: Dikraklack
&let
d
Title: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
Name: Richard Ressler
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086592
WITH RESPECT TO APOLLO ADVISORS
Assignors:
JUDAH INVESTMENT TRUST L
By:
Name: Leon D. Black
Title: Trustee
By:
BLACK FAMILY 1997 TRUST
By:
By:
By:
By:
Consented to by:
APOLLO CAPITAL MANAGEMENT IV, INC.
By:
Name: John Suydam
Title: Vice President
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
e: Jo
Hannan
Ile: T
Name: Richard Ressler
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086593
WITH RESPECT TO APOLLO ADVISORS
Assignors:
JUDAH INVESTMENT TRUST L
By:
Name: Leon D. Black
Title: Trustee
By:
Name: John Hannan
Title: Trustee
BLACK FAMILY 1997 TRUST
By:
Name: Debra Black
Title: Trustee
By:
By:
By:
Consented to by:
APOLLO CAPITAL MANAGEMENT IV, INC.
By:
Name: John Suydam
Title: Vice President
a e: Barry
Title: Trust
Name: John Hannan
Title: Trustee
Name: Richard Ressler
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086594
WITH RESPECT TO APOLLO ADVISORS IV. ..:
Assignors:
JUDAH INVESTMENT TRUST L
By:
Name: Leon D. Black
Title: Trustee
By:
Name: John Hannan
Title: Trustee
BLACK FAMILY 1997 TRUST
By:
Name: Debra Black
Title: Trustee
By:
Name: Barry Cohen
Title: Trustee
By:
Name: John Hannan
Title: Trustee
By:
Consented to by:
APOLLO CAPITAL MANAGEMENT IV, INC.
By:
Name: John Suydam
Title: Vice President
( - 7------___,_
Name: Richard Ressler
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086595
WITH RESPECT TO APOLLO ADVISORS IVO!:
Assignors:
JUDAH INVESTMENT TRUST L
By:
By:
Name: John Hannan
Title: Trustee
BLACK FAMILY 1997 TRUST
By:
Name: Leon D. Black
Title: Trustee
By:
By:
By:
Consented to by:
APOLLO CAPITAL MANAGEMENT IV, INC.
By:
e: Jdhn Suy
Title: Vice President
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
Name: Richard Ressler
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086596
WITH RESPECT TO APOLLO MANAGEMENT BM:
Assignor:
AIF IV MANAGEMENT, INC.
By: -LS nil
Name: Leon D. Black
Title: President
Consented to by:
APOLLO MANAGEMENT,..
By:
Apollo Management GP, LLC
its general partner
By:
Name: John Suydam
Title: Vice President
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086597
WITH RESPECT TO APOLLO MANAGEMENT IV.:
Assignor:
AIF IV MANAGEMENT, INC.
By:
Name: Leon D. Black
Title: President
Consented to by:
APOLLO MANAGEMENT, a
By:
Apollo Management GP, LLC
its general partner
By:
N:
Jo
Suy
Ti e: Vice President
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086598
WITH RESPECT TO APOLLO ADVISORS
Assignors:
JUDAH INVESTMENT TRUST M
By:
By:
Name: Leon D. Black
Title: Trustee
Name: John Hannan
Title: Trustee
LEON D. BLACK INVESTMENT TRUST A
By.
Name: Leon D. Black
Title: Trustee
By:
Consented to by:
APOLLO CAPITAL MANAGEMENT V, INC.
By.
Name: John Suydam
Title: Vice President
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Asswnption Agreement
Signature Page
EFTA01086599
WITH RESPECT TO APOLLO ADVISORS V. E.:
Assignors:
JUDAH INVESTMENT TRUST M
By:
Name: Leon D. Black
Title: Trustee
By:
:John
Tru
/ •
LEON D. BLACK INVESTMENT TRUST A
By:
By:
Consented to by:
APOLLO CAPITAL MANAGEMENT V, INC.
By:
Name: John Suydam
Title: Vice President
Name: Leon D. Black
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086600
WITH RESPECT TO APOLLO ADVISORS
Assignors:
JUDAH INVESTMENT TRUST M
By:
Name: Leon D. Black
Title: Trustee
By:
Name: John Hannan
Title: Trustee
LEON D. BLACK INVESTMENT TRUST A
By:
Name: Leon D. Black
Title: Trustee
By:
Name: John Hannan
Title: Trustee
Consented to by:
APOLLO CAPITAL MANAGEMENT V, INC.
By:
me: J 4tn Suy
Title: Vice President
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086601
WITII RESPECT TO APOLLO ADVISORS V (EH CAYMAN),..:
Assignors:
JUDAH INVESTMENT TRUST M
Consented to by:
APOLLO ADVISORS V (Ell), LLC
By:
Name: John Suydam
Title: Vice President
By:
By:
Name: Leon D. Black
Title: Trustee
Name: John Hannan
Title: Trustee
LEON D. BLACK INVESTMENT TRUST A
By:
By:
Name: Leon D. Black
Title: Trustee
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086602
WITH RESPECT TO APOLLO ADVISORS V (EH CAYMAN)...:
Assignors:
JUDAH INVESTMENT TRUST M
By:
Name: Leon D. Black
Title: Trustee
Consented to by:
APOLLO ADVISORS V (EH), LLC
By:
Name: John Suydam
Title: Vice President
By:
LEON D. BLACK INVESTMENT TRUST A
By:
By:
Name: Leon D. Black
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086603
WITH RESPECT TO APOLLO ADVISORS V (EH CAYMAN),..:
Assignors:
JUDAH INVESTMENT TRUST M
By:
Name: Leon D. Black
Title: Trustee
By:
Name: John Hannan
Title: Trustee
LEON D. BLACK INVESTMENT TRUST A
By:
Name: Leon D. Black
Tide: Trustee
By:
Name: John Hannan
Title: Trustee
Consented to by:
APOLLO ADVISORS V (EH), LLC
By:
ame:
Suyd
Title: Vice President
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086604
WITH RESPECT TO APOLLO ADVISORS. VI. ■.:
Assignors:
JUDAII INVESTMENT TRUST N
By:
By:
Name: John Hannan
Title: Trustee
JUDAH INVESTMENT TRUST K
Name: Leon D. Black
Title: Trustee
Name: Leon D. Black
Title: Trustee
By:
By:
Consented to by:
APOLLO CAPITAL MANAGEMENT VI, LLC
By:
Name: John Suydam
Title: Vice President
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086605
WITH RESPECT TO APOLLO ADVISORS,
Assignors:
JUDAH INVESTMENT TRUST N
By:
Name: Leon D. Black
Title: Trustee
By:
JUDAH INVESTMENT TRUST K
By:
By:
Consented to by:
APOLLO CAPITAL MANAGEMENT VI, LLC
By.
Name: John Suydam
Title: Vice President
Name: Leon D. Black
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086606
WITH RESPECT TO APOLLO ADVISORS,
Assignors:
JUDAH INVESTMENT TRUST N
By:
Name: Leon D. Black
Title: Trustee
By:
Name: John Hannan
Title: Trustee
JUDAH INVESTMENT TRUST K
By:
Name: Leon D. Black
Title: Trustee
By:
Name: John Hannan
Title: Trustee
Consented to by:
APOLLO CAPITAL MANAGEMENT VI, LLC
By:
ame: J
Suy
Title:
ice President
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086607
WITH RESPECT TO APOLLO ADVISORS VI (EH), SI
Assignors:
JUDAH INVESTMENT TRUST N
By:
By:
Name: Leon D. Black
Title: Trustee
Name: John Hannan
Title: Trustee
JUDAH INVESTMENT TRUST K
Consented to by:
APOLLO ADVISORS VI (EH-GP), LTD.
By:
Name: John Suydam
Title: Vice President
By:
4l
it`
Name: Leon D. Black
Title: Trustee
By:
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086608
W1771 RESPECT TO APOLLO ADVISORS VI (EH),..:
Assignors:
JUDAH INVESTMENT TRUST N
By:
Name: Leon D. Black
Title: Trustee
Consented to by:
APOLLO ADVISORS VI (EH-GP), LTD.
By:
Name: John Suydam
Title: Vice President
By:
JUDAH INVESTMENT TRUST K
By:
By.
Name: Leon D. Black
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086609
WITH RESPECT TO APOLLO ADVISORS VI (EH),..:
Assignors:
JUDAH INVESTMENT TRUST N
By:
Name: Leon D. Black
Title: Trustee
By:
Name: John Hannan
Title: Trustee
JUDAH INVESTMENT TRUST K
By:
Name: Leon D. Black
Title: Trustee
By:
Name: John Hannan
Title: Trustee
Consented to by:
APOLLO ADVISORS VI (EH-GP), LTD.
e: Jo
isle:
ice President
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086610
WITH RESPECT TO AAA ASSOCIATES, ■.:
Assignor:
JUDAH INVESTMENT TRUST 0
Consented to by:
AAA MIP LIMITED
/
13E)
Name: Leon D. Black
Title: Director
By:
By:
By:
)z)
Name: Leon D. Black
Title: Trustee
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086611
WITH RESPECT TO AM ASSOCIATES.E:
Assignor:
JUDAH INVESTMENT TRUST 0
By:
Name: Leon D. Black
Title: Trustee
Consented to by:
AAA MIP LIMITED
By:
Name: Leon D. Black
Title: Director
By:
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086612
WITH RESPECT TO APOLLO CO-INVESTORS VI (Ell-A), ■.:
Assignors:
1992 TRUST FOR JOSHUA MAX BLACK
By:
By:
By:
Na e: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
1992 TRUST FOR BENJAMIN ELI BLACK
By:
By:
By:
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086613
WITH RESPECT TO APOLLO CO-INVESTORS VI (EH-A),E:
Assignors:
1992 TRUST FOR JOSHUA MAX BLACK
By:
Name: Debra Black
Title: Trustee
By:
By:
Name: John Hannan
Title: Trustee
1992 TRUST FOR BENJAMIN ELI BLACK
By:
Name: Debra Black
Title: Trustee
Na e: Sany Co
Title: Trustee
By:
m
arry C
Title: Trustee
By:
Black Family Partners
Assignment and Assumption Agreement
Signature Page
Name: John Hannan
Title: Trustee
EFTA01086614
WITH RESPECT TO APOLLO CO-INVESTORS VI
Assignors:
1992 TRUST FOR JOSHUA MAX BLACK
By:
Name: Debra Black
Title: Trustee
By:
Name: Barry Cohen
Title: Trustee
By:
1992 TRUST FOR BENJAMIN ELI BLACK
By:
By
By:
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086615
1992 TRUST FOR ALEXANDER SAMUEL
BLACK
By:
By:
By:
J.
.74.
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
1992 TRUST FOR VICTORIA RACHEL
BLACK
By:
By:
By:
Consented to by:
APOLLO CO-INVESTORS VI (EH-GP), LLC
By:
Apollo Advisors VI (EH-GP), Ltd.
its manager
By:
Name: John Suydam
Title: Vice President
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086616
1992 TRUST FOR ALEXANDER SAMUEL
BLACK
By:
Name: Debra Black
Title: Trustee
By:
By:
ame: Ba
Co en
Title: T
ee
Name: John Hannan►
Title: Trustee
1992 TRUST FOR VICTORIA RACHEL
BLACK
By:
By:
By:
Consented to by:
APOLLO CO-INVESTORS VI (EII-GP), LLC
By:
Apollo Advisors VI (EH-GP), Ltd.
its manager
By:
Name: John Suydam
Title: Vice President
Name: Debra Black
Title: T
tee
Name. arry Co
Title: Trustee
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086617
1992 TRUST FOR ALEXANDER SAMUEL
BLACK
By:
Name: Debra Black
Title: Trustee
By:
Name: Barry Cohen
Title: Trustee
By:
1992 TRUST FOR VICTORIA RACHEL
BLACK
By:
By:
By:
Consented to by:
APOLLO CO-INVESTORS VI (EH-GP), LLC
By:
Apollo Advisors VI (EH-GP), Ltd.
its manager
By:
Name: John Suydam
Title: Vice President
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086618
1992 TRUST FOR ALEXANDER SAMUEL
BLACK
By:
Name: Debra Black
Title: Trustee
By:
Name: Barry Cohen
Title: Trustee
By:
Name: John Hannan
Title: Trustee
1992 TRUST FOR VICTORIA RACHEL
BLACK
By:
Name: Debra Black
Title: Trustee
By:
Name: Barry Cohen
Title: Trustee
By:
Name: John Hannan
Title: Trustee
Consented to by:
APOLLO CO-INVESTORS VI (EH-GP), LLC
By:
Apollo Advisors VI (EH-GP), Ltd.
its manager
By:
c: Jo 'Suyd
Ale: Vice President
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086619
WITH RESPECT TO APOLLO ADVISORS V (EH), LLC:
Assignors:
LEON D. BLACK
BLACK FAMILY 1997 TRUST
Consented to by:
LEON D. BLACK
S oil
Manager
JOHN HANNAN
Manager
By:
By:
By.
By:
dtJr#-
iciAt-&t
Name: Debra Black
Tide: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
Name: Richard Ressler
Tide: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086620
WITH RESPECT TO APOLLO ADVISORS V (EH), LLC:
Assignors:
LEON D. BLACK
BLACK FAMILY 1997 TRUST
By:
Name: Debra Black
Title: Trustee
Consented to by:
LEON D. BLACK
Manager
JOHN HANNAN
Manager
By:
By:
By:
Name: John Hannan
Title: Trustee
Name: Richard Ressler
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086621
WITH RESPECT TO APOLLO ADVISORS V (EH). LW:
Assignors:
LEON D. BLACK
BLACK FAMILY 1997 TRUST
By:
Name: Debra Black
Title: Trustee
By:
Name: Barry Cohen
Title: Trustee
Consented to by:
LEON D. BLACK
Manager
JOHN HANNAN
By:
By:
Name: Richard Ressler
Title: Trustee
Black Famil), Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086622
WITH RESPECT TO APOLLO ADVISORS V (EH), LLC:
Assignors:
LEON D. BLACK
BLACK FAMILY 1997 TRUST
By:
Name: Debra Black
Title: Trustee
By:
Name: Barry Cohen
Title: Trustee
By:
Name: John Hannan
Title: Trustee
Consented to by:
LEON D. BLACK
Manager
JOHN HANNAN
Manager
By:
e: Richard Ressler
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086623
WITH RESPECT TO APOLLO CAPITAL MANAGEMENT VI, LLC:
Assignor.-
LEON D. BLACK
Consented to by:
LEON D. BLACK
7,a
Manager
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086624
WITI I RESPECT TO APOLLO CO-INVESTORS IV, L.L.C:
Assignors:
JUDAH INVESTMENT TRUST L
By:
By:
Name: John Hannan
Title: Trustee
1988 TRUST FOR JOSHUA MAX BLACK
By:
Name: Leon D. Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
1988 TRUST FOR BENJAMIN ELI BLACK
By:
Name: Barry Cohen
Title: Trustee
1988 TRUST FOR ALEXANDER SAMUEL
BLACK
By:
Name: Barry Cohen
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086625
WITH RESPECT TO APOLLO CO-INVESTORS IV, L.L. C:
Assignors:
JUDAH INVESTMENT TRUST L
By:
Name: Leon D. Black
Title: Trustee
By:
1988 TRUST FOR JOSHUA MAX BLACK
By:
Name: Barry Cohen
Title: Trustee
1988 TRUST FOR BENJAMIN ELI BLACK
By:
Name: Barry Cohen
Title: Trustee
1988 TRUST FOR ALEXANDER SAMUEL
BLACK
By:
Name: Barry Cohen
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086626
By:
WITH RESPECT TO APOLLO CO-INVESTORS IV, L.L. C:
Assignors:
JUDAII INVESTMENT TRUST L
By:
Name: Leon D. Black
Title: Trustee
By:
Name: John Hannan
Title: Trustee
1988 TRUST FOR JOSHU
MAX BLACK
t
at%
ame: Barry
Title: Trust
1988 TRUST
R BENJAMIN ELI BLACK
By:
Name: Barry
h
Title: Trustee
1988 TRUST FOR ALEXANDER SAMUEL
BLACK
By:
ame: Barry
Title: Trust
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086627
1988 TRUST FOR VICTORIA RACHEL
BLACK
Consented to by:
JOHN IIANNAN
Manager
By:
arry
Title: Truste
Black Family Fanners
Assignment and Assumption Agreement
Signature Page
EFTA01086628
1988 TRUST FOR VICTORIA RACHEL
BLACK
By:
Name: Barry Cohen
Title: Trustee
Consented to by:
JOHN HANNAN
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086629
WITH RESPECT TO APOLLO AIC CO-INVESTORS, LLC:
Assignors:
1992 TRUST FOR JOSHUA MAX BLACK
By:
By:
By:
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
1992 TRUST FOR BENJAMIN ELI BLACK
By:
By:
By:
s1/42n1X
PALL_
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086630
WITH RESPECT TO APOLLO AIC CO-INVESTORS. LLC:
Assignors:
1992 TRUST FOR JOSHUA MAX BLACK
By:
Name: Debra Black
Title: Trustee
By:
By:
Name: John Hannan
Title: Trustee
1992 TRUST FOR BENJAMIN ELI BLACK
By:
B
By:
Name: Debra Black
Titl =
Trustee
Title: T
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086631
WITH RESPECT TO APOLLO AIC CO-INVESTORS, LLC:
Assignors:
1992 TRUST FOR JOSHUA MAX BLACK
By:
Name: Debra Black
Title: Trustee
By:
Name: Barry Cohen
Title: Trustee
By:
1992 TRUST FOR BENJAMIN ELI BLACK
By:
By:
By:
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086632
1992 TRUST FOR ALEXANDER SAMUEL
BLACK
Consented to by:
LEON D. BLACK
}- 19-71
11
Manager
JOHN HANNAN
Manager
By:
By:
By:
._g_s
a$L4L
-v
L
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
1992 TRUST FOR VICTORIA RACHEL
BLACK
By:
By:
By:
A
.12—
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086633
1992 TRUST FOR ALEXANDER SAMUEL
BLACK
By:
Name: Debra Black
Title: Trustee
Consented to by:
LEON D. BLACK
Manager
JOHN HANNAN
Manager
By:
By:
Name: John Hannan
Title: Trustee
1992 TRUST FOR VICTORIA RACHEL
BLACK
By:
By.
By:
Name: Ba
Title: T
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086634
1992 TRUST FOR ALEXANDER SAMUEL
BLACK
By:
Name: Debra Black
Title: Trustee
By:
Name: Barry Cohen
Title: Trustee
Consented to by:
LEON D. BLACK
Manager
JOHN HANNAN
By:
1992 TRUST FOR VICTORIA RACHEL
BLACK
By:
By:
By:
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086635
WITH RESPECT TO APOLLO DIF CO-INVESTORS, LLC:
Assignors:
1992 TRUST FOR JOSHUA MAX BLACK
By:
By:
By:
mot/o-
I-
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
1992 TRUST FOR BENJAMIN ELI BLACK
By:
By:
By:
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086636
WITH RESPECT TO APOLLO DIF CO-INVESTORS, LW
Assignors:
1992 TRUST FOR JOSHUA MAX BLACK
By:
Name: Debra Black
Title: Trustee
By:
By:
Name: John Hannan
Title: Trustee
1992 TRUST FOR BENJAMIN ELI BLACK
By:
By:
By:
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086637
WITH RESPECT TO APOLLO DIF CO-INVESTORS, LLC:
Assignors:
1992 TRUST FOR JOSHUA MAX BLACK
By:
Name: Debra Black
Title: Trustee
By:
Name: Barry Cohen
Title: Trustee
By:
N • e: Joh
e: Trustee
1992 TRUST FOR BENJAMIN ELI BLACK
By:
By:
By:
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086638
1992 TRUST FOR ALEXANDER SAMUEL
BLACK
Consented to by:
LEON D. BLACK
Manager
JOHN HANNAN
Manager
By:
By:
By:
Title: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
1992 TRUST FOR VICTORIA RACHEL
BLACK
By:
By:
By:
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086639
1992 TRUST FOR ALEXANDER SAMUEL
BLACK
Consented to by:
LEON D. BLACK
Manager
JOHN HANNAN
Manager
By:
By:
By:
Name: John Hannan
Title: Trustee
1992 TRUST FOR VICTORIA RACHEL
BLACK
By:
By:
By:
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086640
1992 TRUST FOR ALEXANDER SAMUEL
BLACK
By:
Name: Debra Black
Title: Trustee
By:
Name: Barry Cohen
Title: Trustee
Consented to by:
LEON D. BLACK
Manager
JOHN HANNAN
Manager
By:
N:
: John annan
Tit : Trusee
1992 TRUST FOR VICTORIA RACHEL
BLACK
By:
By:
By:
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086641
WITH RESPECT TO APOLLO CO-INVESTORS V, L.L.C.:
Assignors:
BLACK FAMILY 1997 TRUST
By:
Name: Debra Black
Title: Trustee
By:
Name: Barry Cohen
Title: Trustee
By:
Name: John Hannan
Title: Trustee
By:
Name: Richard Ressler
Title: Trustee
1992 TRUST FOR JOSHUA MAX BLACK
By:
By:
By:
)LO-• fcia,4
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086642
WITH RESPECT TO APOLLO CO-INVESTORS V. L.L.C.:
Assignors:
BLACK FAMILY 1997 TRUST
By:
Name: Debra Black
Title: Trustee
By:
By:
By:
Name: Richard Ressler
Title: Trustee
1992 TRUST FOR JOSHUA MAX BLACK
By:
en
e: B
Title: Trus
Name: John Hannan
Title: Trustee
By:
By:
Name: Debra Black
Titl • Trustee
Name: Ba
Title: Tru
Name: John Harman
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086643
WITH RESPECT TO APOLLO CO-INVESTORS V, L.L.C.:
Assignors:
BLACK FAMILY 1997 TRUST
By:
Name: Debra Black
Title: Trustee
By:
Name: Bany Cohen
Title: Trustee
By.
By:
Name: Richard Ressler
Title: Trustee
1992 TRUST FOR JOSHUA MAX BLACK
By:
By:
By:
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086644
WITH RESPECT TO APOLLO CO-INVESTORS V. L.L.C.:
Assignors:
BLACK FAMILY 1997 TRUST
By:
Name: Debra Black
Title: Trustee
By:
Name: Barry Cohen
Title: Trustee
By:
Name: John Hannan
Title: Trustee
By:
Nei Richard Ressler
Title: Trustee
1992 TRUST FOR JOSHUA MAX BLACK
By:
By:
By:
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086645
1992 TRUST FOR BENJAMIN ELI BLACK
By:
By:
By:
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
1992 TRUST FOR ALEXANDER SAMUEL
BLACK
By:
By:
By:
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
1992 TRUST FOR VICTORIA RACHEL
BLACK
By:
i fittk/C
Name: Debra Black
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086646
1992 TRUST FOR BENJAMIN ELI BLACK
By:
Name: Debra Black
By:
By:
Title: Trustee
)
&
ame: Barry
en
Title: Trust e
Name: John Hannan
Title: Trustee
1992 TRUST FOR ALEXANDER SAMUEL
BLACK
By:
By:
By:
Name: Debra Black
Title: Trustee
Name: Ba
C. en
Title: Tru
Name: John Hannan
Title: Trustee
1992 TRUST FOR VICTORIA RACHEL
BLACK
By:
Name: Debra Black
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086647
1992 TRUST FOR BENJAMIN ELI BLACK
By:
Name: Debra Black
Title: Trustee
By:
Name: Barry Cohen
Title: Trustee
By:
1992 TRUST FOR ALEXANDER SAMUEL
BLACK
By:
By.
By
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
1992 TRUST FOR VICTORIA RACHEL
BLACK
By
Name: Debra Black
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086648
Consented to by:
JOHN HANNAN
Manager
By:
ame: Barry o n
Title: Trus
By:
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086649
By:
Name: Barry Cohen
Title: Trustee
Consented to by:
JOHN HANNAN
By:
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086650
WITH RESPECT TO APOLLO CO-INVESTORS V (EH), LLC:
Assignors:
BLACK FAMILY 1997 TRUST
By:
By:
By:
By:
Title: Trustee
Name: Barry Cohen
Title: Trustee
Maine: John Hannan
Title: Trustee
Name: Richard Ressler
Title: Trustee
1992 TRUST FOR JOSHUA MAX BLACK
By:
By:
By:
-,kir\a-
icle—C4,__
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086651
WITH RESPECT TO APOLLO CO-INVESTORS V (EH), LLC:
Assignors:
BLACK FAMILY 1997 TRUST
By:
By:
By:
By:
Name: Debra Black
Co
Title: Trustee
Name: B
Co en
Title: T
tee
Name: John Hannan
Title: Trustee
Name: Richard Ressler
Title: Trustee
1992 TRUST FOR JOSHUA MAX BLACK
By:
By:
By:
Name: Debra Black
Titl • Trustee
Name: B
C hen
Title: T
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086652
WITH RESPECT TO APOLLO CO-INVESTORS V (EH), LLC:
Assignors:
BLACK FAMILY 1997 TRUST
By:
Name: Debra Black
Title: Trustee
By:
Name: Barry Cohen
Title: Trustee
By:
By:
Name: Richard Ressler
Title: Trustee
1992 TRUST FOR JOSHUA MAX BLACK
By:
By:
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Tide: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086653
WITH RESPECT TO APOLLO CO-INVESTORS V (EH), LLC:
Assignors:
BLACK FAMILY 1997 TRUST
By:
Name: Debra Black
Title: Trustee
By:
Name: Barry Cohen
Title: Trustee
By:
Name: John Hannan
Title: Trustee
By:
ame: Richard Ressler
Title: Trustee
1992 TRUST FOR JOSHUA MAX BLACK
By:
By:
By:
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086654
1992 TRUST FOR BENJAMIN ELI BLACK
By:
By:
By:
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
1992 TRUST FOR ALEXANDER SAMUEL
BLACK
By:
By:
By:
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
1992 TRUST FOR VICTORIA RACHEL
BLACK
By:
Name: Debra Black
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086655
1992 TRUST FOR BENJAMIN ELI BLACK
By:
By:
By:
Name: Debra Black
io
c
itiai1/4
Title: Trustee
ame: B
Co n
Title: Trust e
Name: John Hannan
Title: Trustee
1992 TRUST FOR ALEXANDER SAMUEL
BLACK
By:
By:
By:
Name: Debra Black
Title: Trustee
Name: Barry
Title: Trus
Name: John Hannan
Title: Trustee
1992 TRUST FOR VICTORIA RACHEL
BLACK
By:
Name: Debra Black
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086656
1992 "min FOR BENJAMIN ELI BLACK
By:
Name: Debra Black
Title: Trustee
By:
Name: Barry Cohen
Title: Trustee
By:
1992 TRUST FOR ALEXANDER SAMUEL
BLACK
By:
By:
By:
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
1992 TRUST FOR VICTORIA RACHEL
BLACK
By:
Name: Debra Black
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086657
Consented to by:
JOHN HANNAN
Manager
By:
By:
ame: B
Title: Trust
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086658
By:
Name: Barry Cohen
Title: Trustee
Consented to by:
JOHN HANNAN
By:
Na e:
Hannan
Title:
stee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086659
WITH RESPECT TO APOLLO CO-INVESTORS VI (A), LLC:
Assignors:
1992 TRUST FOR JOSHUA MAX BLACK
By:
By:
By:
(
a - girt
I
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
1992 TRUST FOR BENJAMIN ELI BLACK
By:
By:
By:
Name: Debra Black
4
Title: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086660
WITH RESPECT TO APOLLO CO-INVESTORS VI (A), LLC:
Assignors:
1992 TRUST FOR JOSHUA MAX BLACK
By:
Name: Debra Black
Title:
stee
By:
By:
Name: Barry
Title: Trustee
Name: John Hannan
Title: Trustee
1992 TRUST FOR BENJAMIN ELI BLACK
By:
By:
By:
Name: Debra Black
Title: Trustee
am : arry
Title: Trust
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086661
WITH RESPECT TO APOLLO CO-INVESTORS VI (A). LLC:
Assignors:
1992 TRUST FOR JOSHUA MAX BLACK
By:
Name: Debra Black
Title: Trustee
By:
Name: Barry Cohen
Title: Trustee
By:
a,
ann
Title: T stee
1992 TRUST FOR BENJAMIN ELI BLACK
By:
By:
By:
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086662
1992 TRUST FOR ALEXANDER SAMUEL
BLACK
Consented to by:
APOLLO MANAGEMENT VI, M r
By:AIF VI Management, LLC
its general partner
By:
Name: John Suydam
Title: Vice President
By:
By:
By:
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
1992 TRUST FOR VICTORIA RACHEL
BLACK
By:
By:
By:
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086663
1992 TRUST FOR ALEXANDER SAMUEL
BLACK
By:
Name: Debra Black
Title: Trustee
Consented to by:
APOLLO MANAGEMENT VI, ■.
By:AIF VI Management, LLC
its general partner
By:
Name: John Suydam
Title: Vice President
By:
By:
Name: B
Title: Tru ce
Name: John Hannan
Title: Trustee
1992 TRUST FOR VICTORIA RACHEL
BLACK
By:
By:
By:
Name: Debra Black
Title: T stet
e: Barry
Title: Trust
Name: John Hannan
Title: Trustee
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086664
1992 TRUST FOR ALEXANDER SAMUEL
BLACK
By:
Name: Debra Black
Title: Trustee
By:
Name: Barry Cohen
Title: Trustee
Consented to by:
APOLLO MANAGEMENT
By:AIF VI Management, LLC
its general partner
By:
Name: John Suydam
Title: Vice President
By:
1992 TRUST FOR VICTORIA RACHEL
BLACK
By:
By:
By:
Name: Debra Black
Title: Trustee
Name: Barry Cohen
Title: Trustee
Naive: John
Tit14: Truce
V
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086665
1992 TRUST FOR ALEXANDER SAMUEL
BLACK
By:
Name: Debra Black
Title: Trustee
By:
Name: Barry Cohen
Title: Trustee
By:
Name: John Hannan
Title: Trustee
1992 TRUST FOR VICTORIA RACHEL
BLACK
By:
Name: Debra Black
Title: Trustee
By:
Name: Barry Cohen
Title: Trustee
By:
Name: John Hannan
Title: Trustee
Consented to by:
APOLLO MANAGEMENT VI, ■
By:AIF VI Management, LLC
its general partner
By:
c: Jo kSuyda
'itle: Vice President
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086666
WITH RESPECT TO APOLLO CO-INVESTORS VI (EH-GP), LLC:
Assignor:
LEON D. BLACK
Consented to by:
APOLLO ADVISORS VI (EH-GP), LTD.
By
Name: John Suydam
Title: Vice President
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086667
WITH RESPECT TO APOLLO CO-INVESTORS VI (EH-GP), LW
Assignor:
LEON D. BLACK
Consented to by:
APOLLO ADVISORS VI (EH-GP), LTD.
By:
Title:
ice President
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086668
WITH RESPECT TO APOLLO MANAGEMENT HOLDINGS GP, LLC:
Assignor:
LEON D. BLACK
Consented to by:
LEON D. BLACK
MARC ROWAN
Manager
JOSHUA HARRIS
Black Family Partners
Assignment and Assumption Agreement
Signature Page
Aid/Am/ k
flurnar aid
tv.-104 ran
t tow-str
EFTA01086669
Manager
WITH RESPECT TO APOLLO MANAGEMENT HOLDINGS GP, LLC:
Assignor:
LEON D. BLACK
Consented to by:
LEON D. BLACK
Manager
MARC ROWAN
JOSHUA HARRIS
Manager
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086670
WITH RESPECT TO APOLLO PRINCIPAL HOLDINGS II GP, LLC:
Assignor:
LEON D. BLACK
Consented to by:
LEON D. BLACK
MARC ROWAN
Manager
JOSHUA HARRIS
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086671
Manager
WITH RESPECT TO APOLLO PRINCIPAL HOLDINGS II GP, LLC:
Assignor:
LEON D. BLACK
Consented to by:
LEON D. BLACK
Manager
MARC ROWAN
JOSHUA HARRIS
Manager
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086672
WITH RESPECT TO APOLLO CAPITAL MANAGEMENT IV, INC.:
Assignor:
LEON D. BLACK
*an-
1 9 dt2
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086673
WITH RESPECT TO APOLLO CAPITAL MANAGEMENT V, INC.:
Assignor:
LEON D. BLACK
73/1
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086674
WITH RESPECT TO APOLLO ADVISORS VI (EH-GP), LTD.:
Assignor:
LEON D. BLACK
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086675
WITH RESPECT TO AAA MIP LIMITED:
Assignor:
LEON D. BLACK
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086676
WITH RESPECT TO AAA GUERNSEY LIMITED:
Assignor:
LEON D. BLACK
la7N-e< 151 /Yon/
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086677
WITH RESPECT TO AIF IV MANAGEMENT INC.:
Assignor:
LEON D. BLACK
Black Family Partners
Assignment and Assumption Agreement
Signature Page
EFTA01086678
ANNEX A
Name of Limited
Name of Assignor
General Partner
Limited Partnership
Transfer
Transferred
Partnershi .
with respect to such
Agreement
Provisions
Points
Limited
Partnershi ,
Apollo Managanent
Holdings, IM.
LBF Holdings, LLC
Apollo Management
Holdings GP, LLC
Amended and Restated
Limited Partnership
Agreement dated as of
April 19, 2007
Section 6.3
N/A
Apollo Princlal Holdings
II, ..
Leon D. Black
1992 Trust for Joshua
Max Black
1992 Trust for
Benjamin Eli Black
1992 Trust for
Alexander Samuel
Black
1992 Trust for Victoria
Rachel Black
Apollo Principal Holdings
II GP, LLC
Agreement of Limited
Partnership dated as of
March 21, 2007
Section 9
N/A
Apollo Advisors IV,
Judah Investment Trust
L
Black Family 1997
Trust
Apollo Capital
Management IV, Inc.
Amended and Restated
Limited Partnership
Agreement dated as of
April 21, 1998
Section 6.3
Judah Investment
Trust L (361.5
points)
Black Family 1997
Trust (264.4
points)
Apollo Advisors V, M.
Judah Investment Trust
M
Leon D. Black
Apollo Capital
Management V, Inc.
Amended and Restated
Limited Partnership
Agreement dated as of
October 26, 2000
Section 6.2
Judah Investment
Trust M (351.86
points)
Leon D. Black
EAST 7795002
EFTA01086679
Investment Trust A
Investment Trust A
(151.73 points)
Apollo Advisors V (EH
Cayman),.
Judah Investment Trust
M
Leon D. Black
Investment Trust A
Apollo Advisors V (EH),
LIE
Amended and Restated
Limited Partnership
Agreement dated as of 6
January 2004
Section 6.2
Judah Investment
Trust M (351.86
points)
Leon D. Black
Investment Trust A
(151.73 points)
Apollo Advisors VI,..
Judah Investment Trust
N
Judah Investment Trust
IC
Apollo Capital
Management VI, LLC
Amended and Restated
Limited Partnership
Agreement dated as of
August 26, 2005
Section 6.3
Judah Investment
Trust N
(379.36137 points)
Judah Investment
Trust K (142
points)
Apollo Advisors VI (EH),
E.
Judah Investment Trust
N
Judah Investment Trust
K
Apollo Advisors VI (EH-
GP), Ltd.
Second Amended and
Restated Limited
Partnership Agreement
dated as of October 30,
2006
Section 6.3
Judah Investment
Trust N
(379.36137 points)
Judah Investment
Trust K (142
points)
AAA Associates,..
Judah Investment Trust
O
AAA MIP Limited
Amended and Restated
Limited Partnership
Agreement dated as of June
8, 2006
Section 6.3
N/A
Apollo Co-Investors VI
(EH-A),
1992 Trust for Joshua
Max Black
1992 Trust for
Benjamin Eli Black
1992 Trust for
Alexander Samuel
Apollo Co-Investors VI
(EH-GP), LLC
Amended and Restated
Limited Partnership
Agreement dated as of July
11, 2006
Section 9.1
N/A
EAST 7795001
A-2
EFTA01086680
Black
1992 Trust for Victoria
Rachel Black
Apollo Maaggement IV,
AIF IV Management,
Inc.
Apollo Management,..
Third Amended and
Restated Partnership
Agreement, dated as of
May , 2007
Section 6.3
N/A
EAST 7795002
A-3
EFTA01086681
ANNEX B
Name of Company
Name of Assignor
Manners
Limited Liability Company
Transfer Provisions
Agreement
Apollo Management Holdings
GP, LLC
Leon D. Black
Leon D. Black
Joshua Harris
Marc Rowan
Amended and Restated Limited
Liability Company Agreement
dated as of April 19, 2007
Section 11
Apollo Principal Holdings H
GP, LLC
Leon D. Black
Leon D. Black
Joshua Han-is
Marc Rowan
Liability Company Agreement
dated as of March 21, 2007
Section II
Apollo Advisors V (EH), LLC
Leon D. Black
Black Family 1997 Trust
Leon D. Black
John Hannan
Amended and Restated Limited
Liability Company Agreement,
dated as of January 6, 2004
Section 6.2
Apollo Capital Management
VI, LLC
Leon D. Black
Leon D. Black
Second Amended and Restated
Limited Liability Company
Agreement, dated as of January
17, 2007
Section 17
Apollo Co-Investors IV,
L.L.C.
Judah Investment Trust L
1988 Trust for Joshua
Max Black
1988 Trust for Benjamin
Eli Black
1988 Trust for Alexander
Samuel Black
1988 Trust for Victoria
Leon D. Black
Peter Copses
John Hannan
Marc Rowan
Amended and Restated Limited
Liability Company Agreement,
dated as of April 21, 1998
Section 9.1
EAST 7795002
B-1
EFTA01086682
Rachel Black
AIC Co•Investors, LLC
1992 Trust for Joshua
Max Black
1992 Trust for Benjamin
Eli Black
1992 Trust for Alexander
Samuel Black
1992 Trust for Victoria
Rachel Black
Leon D. Black
John Hannan
Limited Liability Company
Agreement dated as of February
18, 2004
Section 17
Apollo DIF Co-Investors LLC
1992 Trust for Joshua
Max Black
1992 Trust for Benjamin
Eli Black
1992 Trust for Alexander
Samuel Black
1992 Trust for Victoria
Rachel Black
Leon D. Black
John Hannan
Limited Liability Company
Agreement dated as of May 19,
2003
Section 17
Apollo Co-Investors V, L.L.C.
Black Family 1997 Trust
1992 Trust for Joshua
Max Black
1992 Trust for Benjamin
Eli Black
1992 Trust for Alexander
Samuel Black
1992 Trust for Victoria
Andrew Africk
Larry Berg
Leon D. Black
Peter Copses
John Hannan
Joshua Harris
Amended and Restated Limited
Liability Company Agreement,
dated as of October 26, 2000
Section 9.1
EAST 7795002
B-2
EFTA01086683
Rachel Black
Marc Rowan
Apollo Co-Investors V (EH),
LLC
Black Family 1997 Trust
1992 Trust for Joshua
Max Black
1992 Trust for Benjamin
Eli Black
1992 Trust for Alexander
Samuel Black
1992 Trust for Victoria
Rachel Black
Leon 1). Black
John Hannan
Amended and Restated Limited
Liability Company Agreement,
dated as of October 20, 2003
Section 9.1
Apollo Co-Investors VI (A),
LLC
1992 Trust for Joshua
Max Black
1992 Trust for Benjamin
Eli Black
1992 Trust for Alexander
Samuel Black
1992 Trust for Victoria
Rachel Black
Apollo Management VI,
Amended and Restated Limited
Liability Company Agreement,
dated as of October 26, 2005
Section 9.1
Apollo Co-Investors VI (EH-
GP), LLC
Leon Black
Apollo Advisors VI (EH-GP),
Ltd.
Limited Liability Company
Agreement, dated as of July 11,
2006
Section 16
EAST 7795002
B-3
EFTA01086684
ANNEX C
Name of Company
Name f Assienor
Directors
Charter Document(sl
Transfer Provisions
Apollo Capital Management
IV, Inc.
Leon D. Black
Leon D. Black
John Hannan
Certificate of Incorporation filed
November 13, 1997
Amended and Restated Bylaws
Bylaws Section 5
Apollo Capital Management
V, Inc.
Leon D. Black
Leon D. Black
John Hannan
Certificate of Incorporation filed
May 5, 2000
Amended and Restated Bylaws
Bylaws Section 5
Apollo Advisors VI (EH-GP),
Ltd.
Leon D. Black
Leon D. Black
Memorandum & Articles of
Association dated as of 22N
September, 2005
Sections 31-24
.
AAA MIP Limited
Leon D. Black
Leon D. Black
Josh Harris
Brooks Newmark
Articles of Association dated as
of June 6, 2006
Section 10
AAA Guernsey Limited
Leon D. Black
Leon D. Black
Josh Harris
Marc Rowan
Paul Guilbert
Ruport Dorey
Louise McBain
Benoi Suchodolski
Articles of Association dated as
of May 31, 2006
Section 10
EAST 7795002
a-
EFTA01086685
Technical Artifacts (9)
View in Artifacts BrowserEmail addresses, URLs, phone numbers, and other technical indicators extracted from this document.
Phone
7795001Phone
7795002Phone
7799202Wire Ref
Transfer
TransferredWire Ref
Transfer ProvisionWire Ref
Transfer ProvisionsWire Ref
transfer
provisionsWire Ref
transfer requiredWire Ref
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1p
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37p
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