HEREUNDER OR ANY DEALINGS BETWEEN
THEM RELATING TO THE SUBJECT MATTER HEREOF. THE SCOPE OF THIS WAIVER IS INTENDED
TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT
AND THAT RELATE TO THE SUBJECT MATTER HEREOF, INCLUDING CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.
EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO
ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH OF SENIOR CREDITORS, SUBORDINATED
CREDITORS AND OBLIGORS HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS
AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED
FUTURE DEALINGS. EACH OF SENIOR CREDITORS, SUBORDINATED CREDITORS AND OBLIGORS
FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL
COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING
THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL
WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION AND EXECUTED BY EACH OF
SENIOR CREDITORS, SUBORDINATED CREDITORS AND OBLIGORS), AND THIS WAIVER SHALL
APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
HERETO OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE SUBJECT MATTER
HEREOF. IN THE EVENT OF LITIGATION, THESE AGREED SUBORDINATION TERMS MAY BE
FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
EXHIBIT H-7
EXHIBIT I TO
CREDIT AND GUARANTY AGREEMENT
FORM OF RECONCILIATION STATEMENT
UNAUDITED RECONCILIATION OF FINANCIAL DATA
The following tables present the historical unaudited financial information for
the Och-Ziff Operating Group and its consolidated subsidiaries as of and for the
[year-to-date] ended [•]. The Och-Ziff Operating Group does not report audited
or unaudited financial information on a stand-alone basis. Accordingly, the
financial data presented herein for the Och-Ziff Operating Group and its
consolidated subsidiaries has been reconciled to Och-Ziff Capital Management
Group LLC's financial statements for the relevant periods.
You should read this data in conjunction with Och-Ziff Capital Management Group
LLC's financial statements and the related notes incorporated by reference
herein.
EXHIBIT I-1
[Period] Ended [•]
Och-Ziff
Operating
Group
Consolidated
Och-Ziff
Funds
and Related
Eliminations
Other(1)
Och-Ziff
Capital
Management
Group LLC
Consolidated
(dollars in thousands)
Revenues
Management fees
$
$
$
$
Incentive income
Other revenues
Income of consolidated Och-Ziff funds
Total Revenues
Expenses
Compensation and benefits
Reorganization expenses
Interest expense
General, administrative and other
Expenses of consolidated Och-Ziff funds
Total Expenses
Other Income
Net gains on investments in Och-Ziff funds
and joint ventures
Net gains of consolidated Och-Ziff funds
Total Other Income
Income Before Income Taxes
Income taxes
Consolidated and Total Comprehensive
Net Income
$
$
$
$
Allocation of Consolidated and
Total Comprehensive Net Income
Class A Shareholders
$
$
$
$
Noncontrolling interests
Redeemable noncontrolling interests
$
$
$
$
(1) Includes amounts related to entities not included in the Och-Ziff Operating
Group or the consolidated Och-Ziff funds, including related eliminations.
EXHIBIT I-2
As of