HG VORA Capital Management LLC

Item 5 – Fees and Compensation

Description

    1. Special Opportunities Onshore Feeder

              a. Management Fee

Generally, the Special Opportunities Onshore Feeder pays HG Vora a fee for investment management
services (the “Management Fee”) calculated at the monthly rate of 0.125% per month (1.5% annually) of
the value of each investor’s capital account. The Management Fee will be paid by the Special
Opportunities Onshore Feeder quarterly in advance based on the value of each investor’s capital account
as of the first day of each calendar quarter and is accrued monthly on each investor’s capital account
without the accrual of incentive allocation, if any; provided, however, that in the case of a contribution
occurring during a calendar quarter, the applicable Management Fee will be paid by the Special
Opportunities Onshore Feeder as of the first day of the subsequent calendar quarter. In the case of a
withdrawal occurring during a calendar quarter, any Management Fee previously paid after the relevant
withdrawal date will be refunded to the Special Opportunities Onshore Feeder for the benefit of the
relevant investor.

The Special Opportunities GP, in its sole discretion, may waive or modify, and has waived or modified,
the Management Fee for investors that are members, employees or affiliates of the Special Opportunities
GP or HG Vora, relatives of such persons and certain other investors. The Special Opportunities GP may,
without the consent of the investors, cause the Management Fee to be charged to and paid by the Special
Opportunities Master Fund instead of the Special Opportunities Onshore Feeder. To the extent the
Management Fee is paid at the Special Opportunities Master Fund level, no Management Fee will be paid
at the Special Opportunities Onshore Feeder level.

              b. Incentive Allocation

Subject to a loss carryforward mechanism (also known as a highwater mark), at the end of each fiscal year
an aggregate amount equal to 20% of the net profits (including realized and unrealized gains and losses on
investments, subject to certain exceptions), if any, allocable to each investor’s capital account generally
will be reallocated to the capital account of the Special Opportunities GP and to certain other individuals
or entities (the “Incentive Allocation”). In the event that an investor withdraws capital or is required to
retire at any time other than at the end of a fiscal year, such deduction will be made with respect to such
investor as though it were being made at the end of a fiscal year. The Special Opportunities GP, in its sole
discretion, may waive or modify, and has waived or modified, the Incentive Allocation for investors that
are members, employees or affiliates of the Special Opportunities GP or HG Vora, relatives of such
persons and certain other investors. The Special Opportunities GP may, without the consent of the
investors, cause the Incentive Allocation to be made at the Special Opportunities Master Fund level. To
the extent that the Incentive Allocation is made at the Special Opportunities Master Fund level, no
Incentive Allocation will be made at the Special Opportunities Onshore Feeder level.

    2. Special Opportunities Offshore Feeder

              a. Management Fee

Generally, the Special Opportunities Offshore Feeder pays HG Vora a Management Fee calculated at the
monthly rate of 0.125% per month (1.5% annually) of the net assets of the Special Opportunities Offshore
Feeder attributable to each investor’s shares. The Management Fee will be paid by the Special
Opportunities Offshore Feeder quarterly in advance based on the value of the net assets of the Special
Opportunities Offshore Feeder as of the first day of each calendar quarter and is accrued monthly based on

the net asset value of the Special Opportunities Offshore Feeder attributable to each investor’s shares
without the accrual of Incentive Allocation, if any; provided, however, that in the case of a subscription
occurring during a calendar quarter, the applicable Management Fee will be paid by the Special
Opportunities Offshore Feeder as of the first day of the subsequent calendar quarter. In the case of a
redemption occurring during a calendar quarter, any Management Fee previously paid after the relevant
redemption date will be refunded to the Special Opportunities Offshore Feeder for the benefit of the
relevant investor.

HG Vora, in its sole discretion, may waive or modify, and has waived or modified, the Management Fee
for investors that are members, employees or affiliates of HG Vora, relatives of such persons and certain
other investors. HG Vora may, without the consent of the investors, cause the Management Fee to be
charged to and paid by the Special Opportunities Master Fund instead of the Special Opportunities
Offshore Feeder. To the extent the Management Fee is paid at the Special Opportunities Master Fund
level, no Management Fee will be paid at the Special Opportunities Offshore Feeder level.

            b. Incentive Allocation

The Special Opportunities GP will receive at the Special Opportunities Master Fund level an annual
Incentive Allocation in an aggregate amount equal to 20% of the net profits (including realized and
unrealized gains and losses on investments, subject to certain exceptions), if any, at the end of the fiscal
year, attributable to the shares of the Special Opportunities Offshore Feeder, subject to a loss carryforward
mechanism (also known as a highwater mark). For this purpose, net profits will be reduced by the
Management Fee and will take into account all items of income, loss and expense incurred by the Special
Opportunities Offshore Feeder. Since the Incentive Allocation will be allocated at the Special
Opportunities Master Fund level, no Incentive Allocation or incentive fee will be charged or made at the
Special Opportunities Offshore Feeder level. HG Vora may waive or modify, and has waived or modified,
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Item 7 – Types of Clients

We provide advisory services to pooled investment vehicles which generally operate as exempt
investment companies under the Investment Company Act of 1940, as amended. The minimum
investment in certain of the Funds is typically $5,000,000, although we (and our affiliates) maintain
discretion to waive, increase or reduce the minimum investment required.

We also provide advisory services to individual investors or institutional clients through Managed
Accounts. We may impose minimum account requirements on Managed Accounts. Any such minimum
would be described in the written investment management agreement entered into by and between us and
the client. In the event that minimum requirements are imposed, we would expect that such requirements
would be based on, among other factors, the investment strategy used and the time and resources allocated
to the client.