RevolverCap Management LP

FEES AND COMPENSATION

 A.       Advisory Fees and Compensation.

          Asset-Based Compensation

          RevolverCap receives a management fee (the “Management Fee”) from the Funds based
          on the aggregate commitments of the investors in the Funds and the weighted average of
          the Notional Amount (as defined in the governing documents of the Funds) committed to
          Revolvers for the applicable period, generally ranging from 0.2% to 1.5% per annum of
          such amounts. Each General Partner may waive, reduce or modify the Management Fee
          for certain investors in the Funds.

          Performance-Based Compensation

          In addition, each General Partner or its affiliates may receive performance-based
          compensation, which is compensation based on a share of capital gains or capital

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          appreciation of the assets of each Fund. As is more fully set forth in the governing
          documents of each Fund, the applicable General Partner or its affiliates are entitled to
          receive between 15% and 20% carried interest from the Funds, which is calculated after
          investors receive a return of their total capital contributions to the Funds and a preferred
          return of a specified rate, subject to catch-up allocations to the applicable General Partner
          or its affiliates after such preferred return is achieved.

          The General Partners may waive, reduce or modify the performance-based compensation
          for certain investors in the Funds.

          RevolverCap will negotiate its compensation, if any, from Co-Investment Vehicles on a
          case-by-case basis, and such compensation may include asset-based fees, carried interest
          and expense reimbursement or non-advisory administrative fees.

 B.       Payment of Fees.

          The Funds pay the Management Fee owed directly to RevolverCap quarterly in advance,
          and pro-rated for any partial periods. Each Fund will distribute carried interest (if any) due
          under its governing documents directly to its General Partner or its affiliates. Generally,
          the Funds will distribute carried interest at such times as the applicable General Partner
          determines that proceeds are available for distribution to the Funds’ partners as further
          described in each Fund’s governing documents.

 C.       Additional Fees and Expenses.

          RevolverCap does not receive any fees from the Funds, other than the Management Fee,
          but RevolverCap is entitled to be reimbursed for certain expenses in accordance with each
          Fund’s governing documents. The Funds do not pay RevolverCap closing fees upon
          consummation of transactions. The Management Fee will not be reduced by certain
          amounts received by RevolverCap or its owner or employees as reimbursements for out-
          of-pocket expenses. The Funds may also pay certain expenses directly.

          RevolverCap is entitled to be reimbursed for expenses that are required to be borne by the
          Funds. These expenses include certain expenses relating to the formation of the Funds and
          costs and expenses relating to each Fund’s activities, investments and business, as is more
          specifically described in the governing documents of the Funds, including, but not limited
          to:

              •   fees, costs, and expenses of outside counsel, accountants, auditors, appraisers,
                  valuation experts, consultants, third-party administrators, custodians, depositaries,
                  trustees, and other advisors and service providers;
              •   fees, costs, and expenses of identifying, investigating (and conducting diligence
                  with respect to), evaluating, structuring, consummating, holding, monitoring, and
                  disposing of potential and actual portfolio investments;
              •   expenses incurred in connection with restructurings, workouts, bankruptcies, or
                  similar proceedings involving borrowers of revolvers (each, a “Revolver
                  Borrower”);

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              •   taxes, fees or other governmental charges; penalties, fees, costs, and expenses
                  incurred in connection with any governmental or regulatory inquiry, investigation
                  or proceeding;
              •   litigation expenses;
              •   insurance fees and expenses;
              •   administrative fees, costs, and expenses;
              •   principal, interest, fees, costs, and expenses relating to or arising out of
                  indebtedness;
              •   expenses associated with information technology, data subscription and license-
                  based services, and research publications;
              •   expenses of the advisory committee; expenses of holding any meeting of the
                  Partners;
              •   expenses associated with the preparation and distribution of reports to Partners,
                  and any extraordinary expenses; and
              •   any expenses incurred in connection with any activities undertaken by its General
                  Partner or the Funds pursuant to such General Partner’s powers and authority as
                  further set forth in the governing documents of the Funds.

          Each of the Fund and any Parallel Funds formed will bear their pro rata portion (based on
          capital commitments) of the common expenses associated with the operation of such
          entities (including, without limitation, expenses associated with investments).

 D.       Prepayment of Fees.

          The Management Fee is paid quarterly in advance and pro-rated for any partial periods.

 E.       Additional Compensation and Conflicts of Interest.
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TYPES OF CLIENTS

          The Funds are the clients to whom RevolverCap provides investment advice. Each Fund is
          a private investment partnership whose interests are offered to investors on a private
          placement basis and is organized as a Delaware limited partnership. Capital commitments
          to the Funds must be in a minimum amount of at least $10 million, although the General
          Partners reserve the right to waive this requirement in their sole discretion. An investment
          in each Fund is limited to investors that are “accredited investors” within the meaning of
          Regulation D under the Securities Act and “qualified purchasers” within the meaning of
          Section 2(a)(51) of the Investment Company Act. Each Fund’s governing documents
          include a complete discussion of the investor eligibility requirements and the terms of
          investment in the Funds.