Twin Haven Capital Partners LLC

Item 5 Fees and Compensation

The annual management fee rate paid by the Fund is generally between 1.24% and 1.58% and may vary with respect
to each limited partner that is not affiliated with Twin Haven based on the amount and timing of such limited
partner’s capital commitment to the Fund. The management fee is payable quarterly in advance and will be prorated
for any fiscal quarter that is less than a full quarter. It would be Twin Haven’s policy to rebate the fee on a pro rata
basis if the investment management agreement is terminated during a quarter. The applicable rate for each fee-
bearing limited partner is applied to (1) the total commitment of such limited partner during the commitment period,
and (2) after the commitment period, such limited partner’s allocable share of the cost basis of the remaining
investments of the Fund, but not to exceed such limited partner’s commitment. Employees, partners and members of
Twin Haven and/or the general partner of the Fund, and certain other persons affiliated with Twin Haven, do not pay
management fees.

The management fees payable by the Fund with respect to limited partners that are not affiliated with Twin Haven
are offset by a pro rata share (based on the capital commitment of each such limited partner over aggregate Fund
capital commitments) of any net transaction, investment banking, monitoring or similar fees or directors’ fees
received by Twin Haven or its affiliates or employees allocable to the Fund. Such fee income will generally be
allocated among the Fund and any co-investors based on amounts invested or intended to be invested. If at the final
distribution of the Fund, there remain amounts offsettable with respect to a limited partner in excess of management
fees to be borne by such limited partner, the limited partner may generally elect to receive such excess. Any fee
amounts not required to be offset may be retained by Twin Haven.

Twin Haven accepts performance-based fees, as further described below in response to Item 6. Other fees, costs and
expenses which the Fund pays in connection with the operation of the Fund and the management and investment
management of the Fund include the costs and expenses of brokerage and transactions (see also “Item 12: Brokerage
Practices”) and of the administration of the Fund generally, including costs and expenses related to custody. The
expenses borne by the Fund in connection with their investment and operational activities typically will also include
(but are not limited to): (i) organizational expenses (subject to a cap on initial fund formation expenses), (ii) all
expenses related to (a) the identification and investigation of potential investments (whether or not consummated),
including research costs and expenses, including databases and subscriptions, (b) the acquisition, monitoring,
management, restructuring, sale or other disposition of, or investment or reinvestment in, any investment (including,
without limitation, brokerage commissions, clearing and settlement charges, interest on debit balances or
borrowings, mark-ups, mark-downs and spreads on securities and other transactions, research costs and expenses,

insurance and custodial fees, interest on margin accounts, borrowing charges for securities sold short and short sale
dividends, costs of order management systems and software, costs of regulatory filings related to specific portfolio
companies, travel and related expenses in connection with specific investments or potential investments, business
entertainment expenses in connection with specific investments or potential investments, costs of conferences
attended in connection with specific investments or potential investments, and third party fees and expenses, (c)
management fees, (d) expenses incurred in connection with obtaining legal, tax, accounting and audit advice and the
advice of other consultants and experts, expenses incurred in connection with the registration, qualification,
exemption or subsistence in good standing of the Fund, the general partner, and other Fund entities, (e) government
fees or taxes, (f) fees and expenses of any administrators, consultants, investment bankers, financial advisers and
other experts, including valuation experts, underwriters, brokers, attorneys, accountants, auditors, advisers,
appraisers, custodians of the assets of the Fund or other agents or service providers, (g) insurance premiums related
to the protection of the Fund and the general partner, Twin Haven and their related persons and members of any
conflicts resolution committee or advisory board against liability arising out of, related to or incurred in connection
with the Fund agreements, including an allocable share of the insurance premiums charged to Twin Havens related
to the Fund and any other entities and accounts managed by Twin Haven, (h) expenses incurred in connection with
any legal actions or matters involving the Fund, judgments or settlements, indemnification and reimbursement
obligations of the Fund, (i) expenses of any conflict resolution committee or advisory board, and (j) any
extraordinary expenses. Fund expenses paid by Twin Haven or a general partner will be reimbursed by the Fund.

Some of the expenses to be borne by the Fund will be paid or reimbursed by portfolio companies and will therefore
be borne indirectly by the investors in the Fund to the extent of the Fund’s equity interest in the company, along
with any other expenses of the company. Where Twin Haven personnel serve on the board of directors of a portfolio
company, the portfolio company will generally pay or reimburse travel and related expenses in connection with such
board service.

More detail regarding the fees, cost and expenses of the Fund are set out in the confidential private offering
memorandum and limited partnership agreement or other governing documents.
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Item 7 Types of Clients

Twin Haven Capital Partners, LLC acts as investment manager to the Fund. The Fund operates as a limited
partnership that is not required to be registered under the Investment Company Act of 1940. The investors must be
“accredited investors”, as such term is defined in Regulation D under the Securities Act of 1933 and “qualified
purchasers” as such term is defined under the Investment Company Act of 1940. Investors include individuals,
pension and profit-sharing plans, trusts, endowments, foundations, estates, corporations and other entities.

Investors are required to commit or contribute certain minimum capital amounts to become limited partners of Twin

Haven’s Fund. For an individual limited partner, the minimum commitment is $1 million and for an institutional
limited partner it is $5 million. These minimum commitment requirements are subject to waiver by the general
partner at its discretion.