CONFIDENTIAL AND PROPRIETARY This company is a limited partner of Apollo Credit Liquidity Advisors, L.P. which is the general partner of Apollo Credit Liquidity Fund, L.P. and earns the “carried interest” on CLF profits. Apollo Credit Liquidity CM...
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CONFIDENTIAL AND PROPRIETARY This company is a limited partner of Apollo Credit Liquidity Advisors, L.P. which is the general partner of Apollo Credit Liquidity Fund, L.P. and earns the “carried interest” on CLF profits. Apollo Credit Liquidity CM Executive Carry, L.P. Second Amended and Restated Limited Partnership Agreement Dated January 12, 2011 and made effective as of July 14, 2009 THE TRANSFER OF THE PARTNERSHIP INTERESTS DESCRIBED IN THIS AGREEMENT IS RESTRICTED AS DESCRIBED HEREIN.
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APOLLO CREDIT LIQUIDITY CM EXECUTIVE CARRY, L.P. A Delaware Limited Partnership SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of APOLLO CREDIT LIQUIDITY CM EXECUTIVE CARRY, L.P. (the “Partnership”) by and among Apollo Credit Liquidity Capital Management, LLC, a Delaware limited liability company, as the sole general partner (the “General Partner”), and the persons whose names and addresses are set forth in the Schedule of Partners under the caption “Limited Partners” as the limited partners is dated January 12, 2011 and made effective as of July 14, 2009 (the “Agreement”). W I T N E S S E T H : WHEREAS, on July 14, 2009, Apollo Credit Liquidity Capital Management, LLC filed with the Secretary of State of the State of Delaware a Certificate of Limited Partnership to form Apollo Credit Liquidity CM Executive Carry, L.P. as a limited partnership under the Delaware Revised Uniform Limited Partnership Act, pursuant to an agreement among Apollo Credit Liquidity Capital Management, LLC, as sole general partner, and the limited partners of the Partnership (the “Original Agreement”); WHEREAS, the parties amended and restated the Original Agreement in its entirety as of July 14, 2009 (the “Amended Agreement”); and WHEREAS, the parties wish to amend and restate the Amended Agreement in its entirety to make certain modifications thereto. NOW, THEREFORE, the parties hereby agree as follows: ARTICLE 1 DEFINITIONS “Act” means the Delaware Revised Uniform Limited Partnership Act, as in effect on the date hereof and as amended from time to time, or any successor law. “Affiliate” means with respect to any Person any other Person directly or indirectly controlling, controlled by or under common control with such Person. “Agreement” means this Amended and Restated Limited Partnership Agreement, as amended or supplemented from time to time. “APH” means Apollo Principal Holdings II, L.P. (or its assignees or transferees).
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2 “Capital Account” means with respect to each Partner the capital account established and maintained on behalf of such Partner as described in Section 3.3. “Carried Interest Distributions” has the meaning ascribed to that term in the Fund LP Agreement. “Certificate” means the Certificate of Limited Partnership of the Partnership and any amendments thereto as filed with the office of the Secretary of State of the State of Delaware. “Clawback Amount” means any amount of Carried Interest Distributions received by the Fund General Partner and required, under the Fund LP Agreement, to be returned to the Fund, including either or both of (i) a Clawback Amount, as defined in the Fund LP Agreement and, (ii) any amount of Carried Interest Distributions required to be returned to the Fund pursuant to section 6.2 of the Fund LP Agreement. “Clawback Share” has the meaning ascribed to that term in Section 3.1(d). “Code” means the United States Internal Revenue Code of 1986, as amended and as hereafter amended, or any successor law. “Confidential Information” means information that has not been made publicly available by or with the permission of the General Partner and that is obtained or learned by a Limited Partner as a result of or in connection with such Partner’s association with the Partnership or any of its Affiliates concerning the business, affairs or activities of the Partnership, any of its Affiliates or any of the Portfolio Investments, including, without limitation, models, codes, client information (including client identity and contacts, client lists, client financial or personal information), financial data, know-how, computer software and related documentation, trade secrets, and other forms of sensitive or valuable non-public information obtained or learned by the Limited Partner as a result of such Limited Partner’s participation in the Partnership. For the avoidance of doubt, Confidential Information does not include information concerning non- proprietary business or investment practices, methods or relationships customarily employed or entered into by comparable business enterprises. “Covered Person” has the meaning ascribed to that term in Section 5.7. “DEUCC” has the meaning ascribed to that term in Section 6.5(b). “Excess Points” has the meaning ascribed to that term in the Fund GP Agreement. “Final Adjudication” has the meaning ascribed to that term in Section 5.7. “Fiscal Year” means, with respect to a year, the period commencing on January 1 of such year and ending on December 31 of such year (or on the date of a final distribution pursuant to Section 8.1(a)), unless the General Partner shall elect another fiscal year for the Partnership which is a permissible taxable year under the Code. “Fund” means Apollo Credit Liquidity Fund, L.P.
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3 “Fund General Partner” means Apollo Credit Liquidity Advisors, L.P. in its capacity as general partner of the Fund pursuant to the Fund LP Agreement. “Fund GP Agreement” means the amended and restated limited partnership agreement of the Fund General Partner, as amended from time to time. “Fund LP Agreement” means the second amended and restated agreement of limited partnership of the Fund, as amended from time to time. “General Partner” means Apollo Credit Liquidity Capital Management, LLC, a Delaware limited liability company, in its capacity as general partner of the Partnership or any successor to the business of the General Partner in its capacity as general partner of the Partnership. “Limited Partner” means any Person admitted as a limited partner to the Partnership in accordance with this Agreement, until such Person withdraws entirely as a limited partner of the Partnership, in its capacity as a limited partner of the Partnership. “Loss” means, with respect to any Fiscal Year, any net loss of the Partnership. To the extent derived from the Fund, any items of income, gain, loss, deduction and credit shall be determined in accordance with the same accounting policies, principles and procedures applicable to the determination by the Fund, and any items not derived from the Fund shall be determined in accordance with the accounting policies, principles and procedures used by the Partnership for United States federal income tax purposes. “Management Company” has the meaning ascribed to that term in the Fund LP Agreement. “Operating Profit” has the meaning ascribed to that term in the Fund GP Agreement. “Partner” means the General Partner and any of the Limited Partners and “Partners” means the General Partner and all of the Limited Partners. “Partnership” means the limited partnership formed pursuant to this Agreement and the Certificate. “Person” means any individual, partnership, corporation, limited liability company, joint venture, joint stock company, unincorporated organization or association, trust (including the trustees thereof, in their capacity as such), government, governmental agency, political subdivision of any government, or other entity. “Point” means a share of Profit or Loss representing a “Point” (as defined in the Fund GP Agreement) held by the Partnership as a limited partner of the Fund General Partner. “Portfolio Investment” has the meaning ascribed to that term in the Fund LP Agreement. “Profit” means, with respect to any Fiscal Year, any net income of the Partnership. To the extent derived from the Fund General Partner, any items of income, gain, loss, deduction and credit shall be determined in accordance with the same accounting policies, principles and
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4 procedures applicable to the determination by the Fund General Partner, and any items not derived from the Fund General Partner shall be determined in accordance with the accounting policies, principles and procedures used by the Partnership for United States federal income tax purposes. “Schedule of Partners” means a schedule to be maintained by the General Partner showing the following information with respect to each Partner: name, address, date of admission and withdrawal, and required capital contribution (if any). “Transfer” means any direct or indirect sale, exchange, transfer, assignment or other disposition by a Partner of any or all of such Partner’s interest in the Partnership (whether respecting, for example, economic rights only or all the rights associated with the interest) to another Person, whether voluntary or involuntary. “Treasury Regulations” means the regulations promulgated under the Code. ARTICLE 2 FORMATION AND ORGANIZATION Section 2.1 Formation The Partnership is formed as a limited partnership under and pursuant to the Act. The Certificate was filed on July 14, 2009. The General Partner shall execute, acknowledge and file any amendments to the Certificate as may be required by the Act and any other instruments, documents and certificates which, in the opinion of the Partnership’s legal counsel, may from time to time be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the Partnership shall determine to do business, 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. Section 2.2 Name The name of the Partnership shall be “Apollo Credit Liquidity CM Executive Carry, L.P.” or such other name as the General Partner may hereafter adopt upon causing an appropriate amendment to be made to this Agreement and to the Certificate to be filed in accordance with the Act. Promptly thereafter, the General Partner shall send notice thereof to each Limited Partner. Section 2.3 Offices (a) The Partnership shall maintain its principal office, and may maintain one or more additional offices, at such place or places as the General Partner may from time to time determine.
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5 (b) The General Partner shall arrange for the Partnership to have and maintain in the State of Delaware, at the expense of the Partnership, a registered office and registered agent for service of process on the Partnership as required by the Act. Section 2.4 Term of the Partnership (a) The term of the Partnership shall continue until the first to occur of the following: (i) any date on which the General Partner shall elect to dissolve the Partnership; or (ii) the entry of a decree of judicial dissolution under section 17-802 of the Act. (b) The parties agree that irreparable damage would be done to the goodwill and reputation of the Partners if any Limited Partner should bring an action to dissolve the Partnership. Care has been taken in this Agreement to provide for fair and just payment in liquidation of the interests of all Partners. Accordingly, to the fullest extent permitted by law, each Limited Partner hereby waives and renounces its right to such a decree of dissolution or to seek the appointment of a liquidator for the Partnership, except as provided herein. Section 2.5 Purpose of the Partnership The principal purpose of the Partnership is to act as a limited partner of the Fund General Partner and to undertake such related and incidental activities and execute and deliver such related documents necessary or incidental thereto. Section 2.6 Actions by the Partnership The Partnership may execute, deliver and perform, and the General Partner may execute and deliver, all contracts, agreements and other undertakings, and engage in all activities and transactions as may in the opinion of the General Partner be necessary or advisable to carry out the objects and purposes of the Partnership, without the approval of any Limited Partner. Section 2.7 Admission of Limited Partners On the date hereof, the Persons whose names are set forth in the Schedule of Partners under the caption “Limited Partners” shall be admitted to the Partnership as limited partners of the Partnership upon their execution of a counterpart of this Agreement or such other instrument evidencing, to the satisfaction of the General Partner, such Limited Partner’s intent to become a Partner.
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18 (b) 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 as adjusted for any Loss allocable to such withdrawn Limited Partner pursuant to Section 3.4(b)) will generally be made at the same time as such amounts would have been distributed to such Limited Partner under Section 4.1 had such Limited Partner not withdrawn from the Partnership; provided that the General Partner may (i) delay such payment if such delay is reasonably necessary to prevent such withdrawal from having a material adverse impact on the Partnership, the Fund, the Fund General Partner or the remaining Partners, and (ii) hold back from any payments such reserves as the General Partner determines to be necessary or appropriate, including, without limitation, as provided in Section 4.1(a) and Section 6.4(c). 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 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. (c) The right of any Partner to withdraw or receive distributions pursuant to this Section 6.4 is subject to the provision by the General Partner for all liabilities of the Partnership and for reserves for contingencies as provided in Section 3.6 (including, in either case, for the Partnership’s anticipated obligations under section 3.1(d) of the Fund GP Agreement). (d) A former Partner shall remain liable to make capital contributions to the Partnership pursuant to Section 3.1(c) and Section 4.2(a), notwithstanding that such Person may have withdrawn from the Partnership and ceased to be a Partner. Section 6.5 Pledges (a) A Limited Partner shall not pledge or grant a security interest in such Limited Partner’s interest in the Partnership unless the prior written consent of the General Partner has been obtained (which consent may be given or withheld by the General Partner). (b) Each limited partner interest in the Partnership shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “DEUCC”), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the DEUCC, such provision of Article 8 of the DEUCC shall be controlling. (c) Any limited partner interest in the Partnership may be evidenced by a certificate of limited partnership interest issued by the Partnership in such form as the General Partner may
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19 approve. Every certificate representing a limited partner interest in the Partnership shall bear a legend substantially in the following form: “The limited partner interest represented by this certificate shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. The transfer of this certificate and the limited partner interest represented hereby is restricted as described in the limited partnership agreement of the Partnership, dated as of July 14, 2009, as the same may be amended or restated from time to time.” (d) The Partnership shall maintain books for the purpose of registering the Transfer of limited partner interests in the Partnership. In connection with a Transfer in accordance with this Agreement of any limited partner interests in the Partnership, the endorsed certificate(s) evidencing such interest shall be delivered to the Partnership for cancellation, and the Partnership shall thereupon issue a new certificate to the transferee evidencing the interest that was transferred and, if applicable, the Partnership shall issue a new certificate to the transferor evidencing any interest registered in the name of the transferor that was not transferred. ARTICLE 7 POINTS Section 7.1 Allocation of Points (b) Except as otherwise provided herein, the General Partner shall be responsible for the allocation of Points from time to time to the Limited Partners. At each such time of allocation, all Points available for allocation shall be so allocated to the Limited Partners (including APH) by the General Partner. Points allocated to Limited Partners (other than APH) may not be reduced except as set forth in Section 6.1 and this Article 7. Upon any allocation of Points (other than Excess Points) by the General Partner to an existing or new Limited Partner other than APH, there shall be a corresponding reduction in the Points of APH, as provided in Section 6.1. (a) The aggregate number of Points assigned or available for assignment to all Partners shall initially be 300. The General Partner intends generally to allocate all 300 Points to Limited Partners other than APH. ...
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20 (c) Points allocated to a Limited Partner other than APH shall be allocated for a specific Fiscal Year only. Such Limited Partner’s Points shall automatically be forfeited as of the close of such Fiscal Year, unless otherwise determined by the General Partner. (d) The General Partner shall maintain on the books and records of the Partnership a record of the number of Points allocated to each Limited Partner and shall give notice to each Limited Partner of the number of such Limited Partner’s Points upon admission to the Partnership of such Limited Partner and as soon as reasonably practicable upon any change in such Limited Partner’s Points. Section 7.2 Effect of Withdrawal on Points (a) The Points of any Limited Partner that withdraws or is deemed to have withdrawn from the Partnership shall be forfeited, as of the effective date of such Limited Partner’s withdrawal or deemed withdrawal, unless otherwise determined by the General Partner. (b) Any Points that are forfeited pursuant to Section 7.1(c) or Section 7.2(a) shall, automatically and without any action on the part of any Person, be reallocated to APH, unless otherwise determined by the General Partner; and no Limited Partner other than APH shall have any right or claim with respect to such forfeited Points. Section 7.3 Points as Profits Interests (a) Except to the extent not permitted by law, the Partnership and each Limited Partner agree to treat Points as “profits interests” within the meaning of U.S. Internal Revenue Service Revenue Procedure (“Rev. Proc”). 93-27, 1993-2 C.B. 343. Except to the extent not permitted by law, in accordance with Rev. Proc. 2001-43, 2001-2 C.B. 191, the Partnership shall treat each Limited Partner as the holder of Points from the issue date of such Points, and shall file its Partnership tax return, and issue appropriate Schedules K-1 to such Limited Partner, allocating to such Limited Partner its distributive share of all items of income, gain, loss, deduction and credit associated with such Points and each such Limited Partner agrees to take into account such distributive share in computing such Limited Partner’s U.S. federal income tax liability for the entire period during which such Limited Partner holds such Points. Except as required pursuant to a “Determination” as defined in section 1313(a) of the Code, the Partnership and each Limited Partner agree not to claim a deduction (as wages, compensation or otherwise) for the fair market value of any Points issued to a Limited Partner at the time of issuance of the Points. The undertakings contained in this Section 7.3(a) shall be construed in accordance with section 4 of Rev. Proc. 2001-43. Except to the extent not permitted by law, the provisions of this Section 7.3(a) shall apply regardless of whether the Limited Partner files an election pursuant to section 83(b) of the Code. (b) Notwithstanding the provisions of this Agreement, the General Partner shall have the discretion to vary the allocations of Profit and Loss and the distributions pursuant to this Agreement to the extent necessary to ensure that the issuance of Points to a Limited Partner does not result, in the General Partner’s discretion, in a taxable capital shift (unless the General Partner otherwise intends) to such Limited Partner, including by treating as additional Profit or Loss for the taxable period and by allocating such Profit and Loss to the Limited Partners other
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24 herein, and any attempted assignment, transfer or delegation thereof that is not made in accordance with such express provisions shall be void and unenforceable. Section 9.5 Merger, Consolidation, etc. (a) Subject to Sections 9.5(b) and 9.5(c), the Partnership may merge or consolidate with or into one or more limited partnerships formed under the Act or other business entities (as defined in section 17-211 of the Act) pursuant to an agreement of merger or consolidation which has been approved by the General Partner. (b) Subject to Section 9.1(a) but notwithstanding any other provision to the contrary contained elsewhere in this Agreement, an agreement of merger or consolidation approved in accordance with Section 9.5(a) may, to the extent permitted by section 17-211(g) of the Act and Section 9.5(a), (i) effect any amendment to this Agreement, (ii) effect the adoption of a new limited partnership agreement for the Partnership if it is the surviving or resulting limited partnership in the merger or consolidation, or (iii) provide that the limited partnership agreement of any other constituent limited partnership to the merger or consolidation (including a limited partnership formed for the purpose of consummating the merger or consolidation) shall be the limited partnership agreement of the surviving or resulting limited partnership. (c) The General Partner may require one or more of the Limited Partners to sell, exchange, transfer or otherwise dispose of their interests in the Partnership in connection with any such transaction, and each Limited Partner shall take such action as may be directed by the General Partner to effect any such transaction. Section 9.6 Governing Law This Agreement, and the rights of each and all of the Partners hereunder, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws rules thereof. The parties hereby consent to the non-exclusive jurisdiction and venue for any action arising out of or relating to this Agreement in the State Courts of the State of Delaware, New Castle County, the State Courts of the State of New York, New York County, the United States District Court for the District of Delaware located in New Castle County or the United States District Court for the Southern District of New York located in New York County. In addition to any other means available at law for service of process, each Limited Partner hereby agrees, to the fullest extent permitted by law, that service of process will be duly effectuated when delivered to a Limited Partner’s Home Address by hand or by a recognized overnight carrier together with mailing through the United States Postal System by regular mail.
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26 benefit of any Person who is not a Partner, and no rights are intended to be granted to any other Person who is not a Partner under this Agreement. Section 9.10 Consents Any and all consents, agreements or approvals provided for or permitted by this Agreement shall be in writing and a signed copy thereof shall be filed and kept with the books of the Partnership. Section 9.11 Reports As soon as practicable after the end of each taxable year, the General Partner shall furnish to each Limited Partner (a) such information as may be required to enable each Limited Partner to properly report for United States federal and state income tax purposes such Partner’s distributive share of each Partnership item of income, gain, loss, deduction or credit for such year, and (b) a statement of the total amount of Profit or Loss for such year and a reconciliation of any difference between (i) such Profit or Loss and (ii) the aggregate net profits or net losses allocated by the Fund General Partner to the Partnership for such year. Section 9.12 Filings 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. Section 9.13 MiscellaneousThe captions and titles preceding the text of each Section hereof shall be disregarded in the construction of this Agreement. (b) As used herein, masculine pronouns shall include the feminine and neuter, and the singular shall be deemed to include the plural. (c) This Agreement may be executed in counterparts, each of which shall be deemed to be an original hereof. Signature Page Follows
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Apollo Credit Liquidity CM Executive Carry, L.P. Second Amended and Restated Limited Partnership Agreement Signature Page IN WITNESS WHEREOF, the parties hereto have executed this Agreement on January 12, 2011 and made effective as of July 14, 2009. General Partner: APOLLO CREDIT LIQUIDITY CAPITAL MANAGEMENT, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Limited Partner: APOLLO PRINCIPAL HOLDINGS II, L.P. By: Apollo Principal Holdings II GP, LLC, its General Partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President