0001047469-11-006058 Sample Contracts

FSEP TERM FUNDING, LLC as Company and FS ENERGY AND POWER FUND as Investment Manager INVESTMENT MANAGEMENT AGREEMENT Dated as of June 24, 2011

Investment Management Agreement • June 27th, 2011 • FS Energy & Power Fund • New York

• Contract Type
  Investment Management Agreement
• Filed
  June 27th, 2011
• Company
  FS Energy & Power Fund
• Jurisdiction
  New York

INVESTMENT MANAGEMENT AGREEMENT, dated as of June 24, 2011 (this “Agreement”), between FSEP TERM FUNDING, LLC, a Delaware limited liability company (the “Company”), and FS ENERGY AND POWER FUND, a Delaware statutory trust (in such capacity, the “Investment Manager”).

SECURITY AGREEMENT dated as of June 24, 2011 between FSEP TERM FUNDING, LLC, as Borrower and DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent

Security Agreement • June 27th, 2011 • FS Energy & Power Fund • New York

• Contract Type
  Security Agreement
• Filed
  June 27th, 2011
• Company
  FS Energy & Power Fund
• Jurisdiction
  New York

This SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of June 24, 2011 is entered into by and among FSEP TERM FUNDING, LLC, as Borrower, and DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent.

CREDIT AGREEMENT dated as of June 24, 2011 among FSEP Term Funding, LLC, as Borrower, DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent and a Lender, and The Other Lenders Party Hereto

Credit Agreement • June 27th, 2011 • FS Energy & Power Fund • New York

• Contract Type
  Credit Agreement
• Filed
  June 27th, 2011
• Company
  FS Energy & Power Fund
• Jurisdiction
  New York

THIS CREDIT AGREEMENT, dated as of June 24, 2011 (as amended from time to time, this “Agreement”), is entered into by and among FSEP TERM FUNDING, LLC, a Delaware limited liability company (the “Borrower”), DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”) as Administrative Agent and a Lender and each other Lender party hereto from time to time (together with DBNY in its capacity as Lender, the “Lenders” and each a “Lender”).

ASSET CONTRIBUTION AGREEMENT dated as of June 24, 2011 between FS ENERGY AND POWER FUND, as Contributor, and FSEP TERM FUNDING, LLC, as Contributee

Asset Contribution Agreement • June 27th, 2011 • FS Energy & Power Fund • Delaware

• Contract Type
  Asset Contribution Agreement
• Filed
  June 27th, 2011
• Company
  FS Energy & Power Fund
• Jurisdiction
  Delaware

This ASSET CONTRIBUTION AGREEMENT (this “Agreement”), dated as of June 24, 2011, between FS ENERGY AND POWER FUND, a Delaware statutory trust, as contributor (“Contributor”), and FSEP TERM FUNDING, LLC, a Delaware limited liability company, as contributee (“Contributee”).