0001193125-15-162859 Sample Contracts

FS Investment Corporation $275,000,000 Aggregate Principal Amount 4.750% Notes due 2022 UNDERWRITING AGREEMENT
Underwriting Agreement • May 1st, 2015 • FS Investment CORP • New York

FS Investment Corporation, a Maryland corporation (the “Company”), proposes to issue and sell $275,000,000 aggregate principal amount of 4.750% Notes due 2022 (the “Securities”). It is understood that, subject to the conditions hereinafter stated, the Securities will be sold by the Company to the several Underwriters named in Schedule A hereto (the “Underwriters”) in connection with the offer and sale of such Securities. J.P. Morgan Securities LLC and Wells Fargo Securities, LLC shall act as joint book-running managers (the “Joint Book-Running Managers”).

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