0001104659-13-045116 Sample Contracts

Contract
Loan Agreement • May 29th, 2013 • FS Energy & Power Fund • New York

LOAN AGREEMENT dated as of May 24, 2013 (this Agreement) between EP FUNDING LLC, a Delaware limited liability company (the Borrower), the financial institutions and other lenders from time to time party hereto, as “Lenders” (the Lenders), and Citibank, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the Administrative Agent).

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ACCOUNT CONTROL AGREEMENT
Account Control Agreement • May 29th, 2013 • FS Energy & Power Fund • New York

ACCOUNT CONTROL AGREEMENT, dated as of May 24, 2013 (this Agreement), between EP FUNDING LLC, a Delaware limited liability company (the Debtor), Citibank, N.A., a national banking association, in its capacity as creditor and security agent for and on behalf of the Secured Parties (in such capacity, together with its successors in such capacity, the Security Agent) under the Security Agreement referred to below, Citibank, N.A., in its capacity as securities intermediary (the Intermediary), and Virtus Group, LP, a Texas limited partnership, in its capacity as collateral administrator (the Collateral Administrator and, together with the Intermediary, the Collateral Parties).

EP FUNDING LLC as Company and FS ENERGY AND POWER FUND as Investment Manager INVESTMENT MANAGEMENT AGREEMENT Dated as of May 24, 2013
Investment Management Agreement • May 29th, 2013 • FS Energy & Power Fund • New York

INVESTMENT MANAGEMENT AGREEMENT, dated as of May 24, 2013 (this “Agreement”), between EP FUNDING LLC, a Delaware limited liability company (the “Company”), and FS ENERGY AND POWER FUND, a Delaware statutory trust, as investment manager (in such capacity, the “Investment Manager”).

Contract
Security Agreement • May 29th, 2013 • FS Energy & Power Fund • New York

SECURITY AGREEMENT dated as of May 24, 2013 (this Agreement) between EP FUNDING LLC, a Delaware limited liability company (the Pledgor), and Citibank, N.A., a national banking association, as security agent for the Secured Parties referred to below (in such capacity, the Security Agent).

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