0001193125-12-441691 Sample Contracts

REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • October 30th, 2012 • FS Investment Corp II • New York

THIS REVOLVING CREDIT AGREEMENT, (this “Agreement”) is made as of October 26, 2012, between FS Investment Corporation II, a Maryland corporation (the “Lender”), and Cobbs Creek LLC, a Delaware limited liability company (the “Borrower”).

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COLLATERAL MANAGEMENT AGREEMENT
Collateral Management Agreement • October 30th, 2012 • FS Investment Corp II • New York

This Collateral Management Agreement, dated as of October 26, 2012 (the “Agreement”), is entered into by and between Lehigh River LLC, a Delaware limited liability company (together with successors and assigns permitted hereunder, the “Issuer”), and FS Investment Corporation II, a Maryland corporation (together with its successors and assigns, the “Collateral Manager”).

COLLATERAL ADMINISTRATION AGREEMENT
Collateral Administration Agreement • October 30th, 2012 • FS Investment Corp II • New York

This COLLATERAL ADMINISTRATION AGREEMENT, dated as of October 26, 2012 (as the same may be amended from time to time in accordance with the terms hereof (this “Agreement”) is entered into by and among Lehigh River LLC, a limited liability company organized under the laws of the State of Delaware, as issuer (the “Issuer”), FS Investment Corporation II, a corporation organized under the laws of the State of Maryland, in its capacity as collateral manager under the Collateral Management Agreement referred to below (in such capacity, together with its successors in such capacity, the “Collateral Manager”) and Virtus Group, LP, a limited partnership organized under the laws of the State of Texas, as collateral administrator (the “Collateral Administrator”).

ASSET TRANSFER AGREEMENT
Asset Transfer Agreement • October 30th, 2012 • FS Investment Corp II • New York

This ASSET TRANSFER AGREEMENT (this “Agreement”), dated as of October 26, 2012, is entered into by and between FS Investment Corporation II (the “Seller”) and Lehigh River LLC (the “Issuer”).

TBMA/ISMA GLOBAL MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • October 30th, 2012 • FS Investment Corp II • England
COBBS CREEK LLC as Company and FS INVESTMENT CORPORATION II as Collateral Manager COLLATERAL MANAGEMENT AGREEMENT Dated as of October 26, 2012
Collateral Management Agreement • October 30th, 2012 • FS Investment Corp II • New York

This COLLATERAL MANAGEMENT AGREEMENT, dated as of October 26, 2012 (this “Agreement”), is entered into by and between COBBS CREEK LLC, a Delaware limited liability company (the “Company”), and FS INVESTMENT CORPORATION II, a Maryland corporation (in such capacity, the “Collateral Manager”).

LEHIGH RIVER LLC, ISSUER AND CITIBANK, N.A., TRUSTEE INDENTURE Dated as of October 26, 2012 COLLATERALIZED LOAN OBLIGATIONS
FS Investment Corp II • October 30th, 2012 • New York

INDENTURE, dated as of October 26, 2012, among LEHIGH RIVER LLC, a newly-formed Delaware limited liability company (the “Issuer”), and CITIBANK, N.A., a national banking association, organized and existing under the laws of United States of America, as Trustee (the “Trustee”).

ASSET TRANSFER AGREEMENT
Asset Transfer Agreement • October 30th, 2012 • FS Investment Corp II • New York

This ASSET TRANSFER AGREEMENT (this “Agreement”), dated as of October 26, 2012, is entered into by and between FS Investment Corporation II (the “Seller”) and Cobbs Creek LLC (“Cobbs Creek”).

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