EFTA00628115.pdf

From: Eileen Alexanderson To: 'Jeffrey Epstein' <jeevacation@gmail.com> Subject: FW: FW: A&R Tax Receivable Agreement Date: Fri, 26 Apr 2013 14:38:13 +0000 Attachments: A&R _ Tax Receivable_Agreement-v3.doc; Change-Pro_Redline_- _ _ A&R _ Tax_ Receivable_Agreement-v l_and_A&R_Tax_Receivable_Agreement-v3.pdf fyi From: John J. Suydam Sent: Friday, April 26, 2013 10:18 AM To: Eileen Alexanderson Subject: FW: FW: A&R Tax Receivable Agreement Fyi, conforming changes for Exchange Agreement amendment From: Brad R Okun [mailto Sent: Thursday, April 25, 2013 5:40 PM To: John J. Suydam Subject: Re: FW: A&R Tax Receivable Agreement This is just what is needed, minimal. Wanted to run it past you and Katie before sending to Akin. IRS Circular 230 disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. Click Here for More Information Brad R. Okun I Partner Paul, Weiss, RIThInd, Wharton & Garrison LLP 1285 Avenue of theAmericas I New York. NY 10019-6064 Direct Phone) I (Direct Fax) I vAr.v.paulwatss.com From: 'John J. Suydam" To: Brad R Okun/PaufWeir Dale: 04125/2013 05:36 PM Subject: FW: A8R Tax Receivable Agreement Has this been run by Akin? The changes look fine to me, once Katie signs off lets get to Akin. We should only change what we need to here. From: Brian S Grieve rmailto: Sent: Thursday, April 25, 2013 5:26 PM EFTA00628115 To: John J. Suydam; Katie Gregory Newman Cc: Brad R Okun; Greg Ezring; Monica K Thurmond; Benjamin Aronovitch; Robert C Goldstein Subject: A&R Tax Receivable Agreement John and Katie, Attached is a draft Amended & Restated Tax Receivable Agreement, which incorporates general updates and certain changes that are necessary given the changes to the Exchange Agreement, along with a redline against the original Tax Receivable Agreement. Please let us know if you have any comments or would like to discuss. Thanks, Brian IRS Circular 230 disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. Click Here for More Information Brian S. Grieve I Associate Paul, Weiss. Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York. NY 10019-6064 (Direct Phone) (Direct Fax) www.pautweiss.com This message is intended only for the use of the Addressee and may contain information that is privileged and confidential. If you are not the intended recipient, you are hereby notified that any dissemination of this communication is strictly prohibited. If you have received this communication in error, please erase all copies of the message and its attachments and notify us immediately. This email and any files transmitted with it are confidential and intended solely for the person or entity to whom they are addressed and may contain confidential and/or privileged material. Any review, retransmission, dissemination or other use of, or taking of any action in reliance upon this information by persons or entities other than the intended recipient is prohibited. If you have received this email in error please contact the sender and delete the material from any computer. Apollo Global Management, LLC This message is intended only for the use of the Addressee and may contain information that is privileged and confidential. If you are not the intended recipient, you are hereby notified that any dissemination of this communication is strictly prohibited. If you have received this communication in error, please erase all copies of the message and its attachments and notify us immediately. This email and any files transmitted with it are confidential and intended solely for the person or entity to whom they are addressed and may contain confidential and/or privileged material. Any review, retransmission, dissemination or EFTA00628116 other use of, or taking of any action in reliance upon this information by persons or entities other than the intended recipient is prohibited. If you have received this email in error please contact the sender and delete the material from any computer. Apollo Global Management, LLC EFTA00628117