0001047469-11-007428 Sample Contracts

EP INVESTMENTS LLC as Company and FS ENERGY AND POWER FUND as Investment Manager INVESTMENT MANAGEMENT AGREEMENT Dated as of August 11, 2011
Investment Management Agreement • August 15th, 2011 • FS Energy & Power Fund • New York

INVESTMENT MANAGEMENT AGREEMENT, dated as of August 11, 2011 (this “Agreement”), between EP INVESTMENTS LLC, a Delaware limited liability company (the “Company”), and FS ENERGY AND POWER FUND, a Delaware statutory trust (in such capacity, the “Investment Manager”).

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GUARANTEE dated as of August 11, 2011
FS Energy & Power Fund • August 15th, 2011 • New York

EP Investments LLC, a limited liability company formed under the laws of the State of Delaware (the Obligor), and the Beneficiary are parties to an ISDA Master Agreement dated as of August 11, 2011 (as modified and supplemented and in effect from time to time, including by all Confirmations evidencing Transactions entered into thereunder, the Master Agreement). Terms used but not defined herein have the respective meanings given to such terms in the Master Agreement.

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