Energy Capital Partners Management LP

ITEM 5         FEES AND COMPENSATION

        As detailed below, the Advisers typically receive management fees and carried interest in
connection with providing investment advisory services to the ECP Advised Funds. Generally,
investors in an ECP Advised Fund pay management fees quarterly in advance until the termination of
the respective Fund. Installments of the management fee payable for any period other than a full
quarterly period generally are adjusted on a pro rata basis according to the actual number of days in
such period. Investors in the Funds also bear certain Fund expenses as further described below. Except
for rare circumstances described in the applicable partnership agreement of each ECP Advised Fund
or in an investor’s side letter, investors generally are not permitted to withdraw or redeem interests in
the ECP Advised Funds.

       With respect to Co-Invest Funds and Tailor Vehicles, any fees received by an Adviser are
generally negotiated on a vehicle-by-vehicle basis, but could include commitment-based fees,
performance-based fees or allocations, expense reimbursements or other administrative fees similar to
those described below relating to the Funds. Any such management or administrative fees received by
an Adviser relating to a Co-Invest Fund do not offset the management fees paid to the Advisers by the
Funds.

        The Advisers have exempted and will in the future exempt ECP or affiliated past or present
directors, principals, employees, senior advisors, operating partners certain service providers (or their
employees), the Passive Partners and certain executive management members of portfolio companies

 from payment of all or a portion of management fees and/or carried interest. For example, certain past
 and present of ECP’s principals, employees, senior advisors, operating partners, certain service
 providers (or their employees), the Passive Partners and certain executive management members and
 employees of portfolio companies or Bridgepoint Group plc (together with its affiliates, “Bridgepoint”)
 are not subject to management fees or carried interest on their direct or indirect investment in one or
 more of the ECP Advised Funds. Additionally, the Advisers have, and in the future will form Co-Invest
 Funds that are not subject to management fees or carried interest. The Advisers also have, and in the
 future will reduce management fees and/or carried interest through side letter arrangements in certain
 instances, for example where certain investors have made an early commitment, a large commitment,
 multiple commitments, or any other material concession to one or more of the ECP Advised Funds.

         After payment of all overhead and management expenses, principals, other employees (past
 and present), Bridgepoint, the Passive Partners and senior advisors of ECP will receive residual
 portions of the management fee, carried interest or other compensation received by ECP Management
 or the other Advisers.

         As permitted under the respective partnership agreement, in certain historical funds, the
 Advisers waived a portion of the management fee in order to make a “cashless contribution” to an ECP
 Advised Fund. Upon a waiver, the investors in a Fund are then required to make a corresponding
 contribution according to their respective commitments to fund any such waived management fee that
 the Advisers elect to treat as a cashless contribution and, as a result, the exercise of such waiver will
 result in an acceleration of investor capital contributions.

         Further specific details of management fees, performance-based fees or allocations, fund
 expenses and fee waivers are described below, but more fully set forth in an ECP Advised Fund’s
 respective private placement memorandum and limited partnership agreement.

 MANAGEMENT FEE

           Management fees are generally paid by or on behalf of an ECP Advised Fund by (i) requiring
investors to make capital contributions in respect of such fees, or (ii) withholding the amounts of such
fees from investment proceeds that would otherwise be distributable to the investors of such ECP
Advised Fund. Except where the governing documents of an ECP Advised Fund expressly provide to
the contrary, the amount of management fees generally will not correspond with fluctuations in a Fund’s
net asset value. Therefore, management fees generally will not be reduced (in whole or in part) in the
event of partial distributions (including dividends, distributions of cash flows and recapitalizations),
partial sales, or restructuring of investments, except where the governing documents of an ECP Advised
Fund expressly provide to the contrary. Such governing documents generally also provide that an ECP
Advised Fund’s borrowings are taken into account for purposes of calculating the management fee
where management fees are paid based on invested capital. In circumstances where management fees
are paid based on invested capital, such management fee base will include for certain ECP Advised
Funds capitalized transaction-specific fees and expenses of unrealized investments, including certain
fees and expenses paid to third parties, the Advisers or its affiliates.

        The governing documents of each ECP Advised Fund set forth the rate and calculation of the
 management fees and the full list of terms under which a management fee will be reduced, offset or
 otherwise be limited. Investors should expect to bear the full specified management fee in the relevant
 governing documents until reduced in the circumstances and on the date(s) specified therein.
 Furthermore, investors who participated in a closing of an Equity Fund after the initial closing of a
 Fund are still responsible for payment of the management fee from the initial closing date of such Fund.

        Equity Funds

       Except as noted above or herein, during an Equity Fund’s commitment period, such Equity Fund
...

ITEM 7         TYPES OF CLIENTS

      The Advisers’ clients are the ECP Advised Funds. Investment advice is provided directly to such
ECP Advised Funds and not individually to the limited partners of such ECP Advised Funds. The ECP
Advised Funds include investment partnerships or other pooled investment vehicles formed under
domestic or foreign laws and operated as exempt investment pools under the Investment Company Act
of 1940, as amended. The investors participating in ECP Advised Funds include one or more of high
net-worth individuals, banks or thrift institutions, sovereign wealth funds, pension and profit-sharing
plans, trusts, estates, charitable organizations or other corporations or business entities and also are
expected to include, directly or indirectly, past or current service providers, members of the
management of a Fund’s portfolio company and principals or other employees of the Advisers. The
Advisers also have in the past and intend in the future to enter into separately managed accounts or
fund-of-one type structures with clients.

      Typically, the ECP Advised Funds require minimum investment amounts ranging from $5
million to $25 million, but such amounts have been, and in the future will be reduced with the prior
agreement of an Adviser, subject to applicable legal requirements.

      Fund interests are offered and sold generally to investors that are (i) “accredited investors” as
defined under Regulation D of the Securities Act of 1933, as amended and (ii) “qualified clients” as
defined under the Advisers Act or other “knowledgeable employees” of the Advisers.