EFTA01086578.pdf

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: /2 11 ame: Leon D. Black Title: Manager Consented to by: 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: Name: Debra Black icts.„4_ Title: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Title: Trustee 1992 TRUST FOR BENJAMIN ELI BLACK By: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: 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: Name: Debra Black Title: Ii stee By: N: Barry C Title: Trustee 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 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: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: 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: 4-4r 1-0 - Name: Debra Black Tide: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Title: Trustee Consented to by: APOLLO PRINCIPAL HOLDINGS II GP, LLC By: Name: John J. Suydam Title: Vice President Block Family Partners Assignment and Assumption Agreement Signature Page EFTA01086588  1992 TRUST FOR ALEXANDER SAMUEL BLACK By: Name: Debra Black Title: Trustee By: Name: B hen Title: By: Name: John Hannan Title: Trustee 1992 TRUST FOR VICTORIA RACHEL BLACK By: Name: Debra Black Title: Trustee By: By: Name: John Hannan Title: Trustee Consented to by: APOLLO PRINCIPAL HOLDINGS II GP, LLC By: Name: John J. Suydam Title: Vice President • 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: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: Consented to by: APOLLO PRINCIPAL HOLDINGS II GP, LLC By: Name: John J. Suydam Title: Vice President 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: Title: Trustee By: Name: John Hannan Title: Trustee BLACK FAMILY 1997 TRUST By: Name: Dikraklack &let d Title: Trustee By: Name: Barry Cohen Title: Trustee By: Name: John Hannan Title: Trustee By: Name: Richard Ressler Title: Trustee Consented to by: APOLLO CAPITAL MANAGEMENT IV, INC. By: Name: John Suydam Title: Vice President 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: Name: Debra Black Title: Trustee By: Name: Barry Cohen Title: Trustee By: e: Jo Hannan Ile: T By: Name: Richard Ressler Title: Trustee Consented to by: APOLLO CAPITAL MANAGEMENT IV, INC. By: Name: John Suydam Title: Vice President 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: a e: Barry Title: Trust By: Name: John Hannan Title: Trustee By: Name: Richard Ressler Title: Trustee Consented to by: APOLLO CAPITAL MANAGEMENT IV, INC. By: Name: John Suydam Title: Vice President 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: ( - 7------___,_ Name: Richard Ressler Title: Trustee Consented to by: APOLLO CAPITAL MANAGEMENT IV, INC. By: Name: John Suydam Title: Vice President Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086595 WITH RESPECT TO APOLLO ADVISORS IVO!: 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: Name: Richard Ressler Title: Trustee Consented to by: APOLLO CAPITAL MANAGEMENT IV, INC. By: e: Jdhn Suy Title: Vice President Black Family Partners Assignment and Assumption Agreement Signature Page EFTA01086596 WITH RESPECT TO APOLLO MANAGEMENT BM: Assignor: AIF IV MANAGEMENT, INC. By:-LSnil 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: 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. Name: John Suydam Title: Vice President 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: Name: Leon D. Black Title: Trustee By: Consented to by: APOLLO CAPITAL MANAGEMENT V, INC. By: Name: John Suydam Title: Vice President 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 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 ADVISORS V (Ell), LLC By: Name: John Suydam Title: Vice President 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 By: LEON D. BLACK INVESTMENT TRUST A By: Name: Leon D. Black Title: Trustee By: Consented to by: APOLLO ADVISORS V (EH), LLC By: Name: John Suydam Title: Vice President 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: 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: Name: John Suydam Title: Vice President 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: Name: Leon D. Black Title: Trustee By: Consented to by: APOLLO CAPITAL MANAGEMENT VI, LLC By. Name: John Suydam Title: Vice President 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: Name: Leon D. Black Title: Trustee By: Name: John Hannan Title: Trustee JUDAH INVESTMENT TRUST K By: 4l it` Name: Leon D. Black Title: Trustee By: Name: John Hannan Title: Trustee 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 EFTA01086608 W1771RESPECT TO APOLLO ADVISORS VI (EH),..: Assignors: JUDAH INVESTMENT TRUST N By: