GNC 2010 Annual Report Download - page 172

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(7) Mr. Kaplan is a Senior Partner in the Private Equity Group of Ares and member of Ares Partners Management Company LLC, both of
which indirectly control ACOF. Mr. Kaplan disclaims beneficial ownership of the shares owned by ACOF, except to the extent of any
pecuniary interest therein.
(8) Mr. Schwartz is a Principal in the Private Equity Group of Ares, which indirectly controls ACOF. Mr. Schwartz disclaims beneficial
ownership of the shares owned by ACOF, except to the extent of any pecuniary interest therein.
(9) Reflects shares owned by ACOF. The general partner of ACOF is ACOF Management II, L.P. ("ACOF Management II") and the general
partner of ACOF Management II is ACOF Operating Manager II, L.P. ("ACOF Operating Manager II"). ACOF Operating Manager II is
indirectly owned by Ares which, in turn, is indirectly controlled by Ares Partners Management Company, LLC ("APMC" and, together with
ACOF, ACOF Management II, ACOF Operating Manager II and Ares the "Ares Entities"). Antony P. Ressler is the Manager of APMC.
Each of Mr. Ressler, the Ares Entities (other than ACOF, with respect to the shares owned by ACOF) and the partners, members and
managers thereof, disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein. The address of
each Ares Entity is 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067.
(10) The address of KL Holdings LLC is 1250 Fourth Street, Santa Monica, California 90401.
(11) The address of Ontario Teachers' Pension Plan Board is 5650 Yonge Street, Toronto, Ontario M2M 4H5.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
Management Services Agreement
Upon completion of the Merger, we entered into a management services agreement with our Parent. Under the agreement, our Parent
agreed to provide us and our subsidiaries with certain services in exchange for an annual fee of $1.5 million, as well as customary fees for
services rendered in connection with certain major financial transactions, plus reimbursement of expenses and a tax gross-up relating to a non-
tax deductible portion of the fee. Under the terms of the management services agreement, we have agreed to provide customary
indemnification to our Parent and its affiliates and those providing services on its behalf. In addition, upon completion of the Merger, we
incurred an aggregate fee of $10.0 million, plus reimbursement of expenses, payable to our Parent for services rendered in connection with the
Merger. In 2009, we paid $1.5 million under this agreement.
Stockholders' Agreement
Upon completion of the Merger, our Parent entered into a stockholders agreement with each of its stockholders, which includes certain of
our directors, employees, and members of our management and our principal stockholders. The stockholders agreement was amended and
restated as of February 12, 2008. Through a voting agreement, the amended and restated stockholders agreement gives each of ACOF and
OTPP, our Parent's principal stockholders, the right to designate four members of our Parent's board of directors (or, at the sole option of each,
five members of the board of directors, one of which shall be independent) for so long as they or their respective affiliates each own at least
10% of the outstanding common stock of our Parent. The voting agreement also provides for election of our Parent's then-current chief
executive officer to our Parent's board of directors. Under the terms of the amended and restated stockholders agreement, certain significant
corporate actions require the approval of a majority of directors on the board of directors, including a majority of the directors designated by
ACOF and a majority of the directors designated by OTPP. The amended and restated stockholders agreement also contains significant
transfer restrictions and certain rights of first offer, tag-along, and drag-along rights. In addition, the amended and restated stockholders
agreement contains registration rights that require our Parent to register common stock held by the stockholders who are parties to the
stockholders agreement in the event our Parent registers for sale, either for its own account or for the account of others, shares of its common
stock. 166