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ized terms not defined in this Memorandum shall have the meaning assigned to them in the Agreement. The Agreement provides that if I am a member of the Executive Committee at my death, I have certain rights to name my successor(s) on the Executive Committee. Specifically: (i) if a vacancy exists as a result of my deat
ls I am a party to an Agreement Among Principals dated July 13, 2007, between myself, Marc J. Rowan, Joshua J. Harris, Black Family Partners, L.P., MJR Foundation LLC, AP Professional Holdings, L.P. and BRH Holdings, L.P. (the "Agreement"). Capitalized terms not defined in this Memorandum shall have the meaning a
nal Holdings, L.P. and BRH Holdings, L.P. (the "Agreement"); and WHEREAS, Section 5.3(b) of the Agreement provides that (i) if a vacancy exists on the Executive Committee as a result of the Principal's death or Disability, the Principal shall nominate a Senior Professional to fill such vacancy (the "LB Successor") and
into an Agreement Among Principals dated July 13, 2007, by and between Leon D. Black, Marc J. Rowan, Joshua J. Harris, Black Family Partners, L.P., MJR Foundation LLC, AP Professional Holdings, L.P. and BRH Holdings, L.P. (the "Agreement"); and WHEREAS, Section 5.3(b) of the Agreement provides that (i) if a vacan
ess such transfer is unanimously approved by the Directors: provided, however, that in the event that a Director or Member ceases to be a member of the Executive Committee (as described in the Agreement Among Principals) pursuant to the Agreement Among Principals, any shares held by such Person must be transferred to
dated as of the date hereof by and among Leon D. Black, Marc J. Rowan, Joshua J. Harris, Black Family Partners, El, a Delaware limited partn hip, MJR Foundation LLC, a New York limited liability company, BRH Professional Hol ings, M. a Cayman Islands exempted limited partnership, and the AP Professional Holding
ess such transfer is unanimously approved by the Directors; provided, however, that in the event that a Director or Member ceases to be a member of the Executive Committee (as described in the Agreement Among Principals) pursuant to the Agreement Among Principals, any shares held by such Person must be transferred to
ed as of the date hereof, by and among Leon D. Black, Marc J. Rowan, Joshua J. Harris, Black Family Partners, L.P., a Delaware limited partnership, MJR Foundation LLC, a New York limited liability company, BRH Professional Holdings, L.P., a Cayman Islands exempted limited partnership, and the AP Professional Hold
Entities connected to both the Executive Committee and MJR Foundation LLC
Leon Black
PERSON
Barry Diller
PERSON
the Board of Directors
ORGANIZATIONJoshua J. Harris
PERSON
Samantha Power
PERSON
Michael Cohen
PERSONMarc J. Rowan
PERSON
the Cayman Islands
LOCATIONCayman
LOCATIONGeorge Town
PERSONBlack Family Partners
ORGANIZATIONWalkers SPV Limited
ORGANIZATIONWalker House
ORGANIZATIONMary Street
PERSONGrand Cayman
LOCATIONBank or Trust Company
ORGANIZATIONthe Banks & Trust Companies Law
ORGANIZATIONInsurance Business
ORGANIZATIONCompany Management
ORGANIZATIONthe Companies Management Law
ORGANIZATION