FORM OF FIRST AMENDMENT TO THE DEALER MANAGER AGREEMENT (THIS “FIRST AMENDMENT”)Dealer Manager Agreement • October 20th, 2011 • FS Investment CORP
WHEREAS, FS2 Capital Partners, LLC, a Delaware limited liability company (the “Dealer Manager”), serves as dealer manager to FS Investment Corporation, a Maryland corporation (the “Company”), in its initial public offering (the “Initial Public Offering”) of up to $1,500,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), to be sold and distributed on a best-efforts basis by the Dealer Manager pursuant to a registration statement on Form N-2 (File No. 333-149374) filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2008, as amended from time to time, and a Dealer Manager Agreement, dated September 24, 2008 (the “Dealer Manager Agreement”), among the Company, the Dealer Manager and FB Income Advisor, LLC, a Delaware limited liability company and investment adviser to the Company (the “Advisor”);
