FS Energy and Power Fund entered into a financing arrangement with Barclays Bank PLC pursuant to which up to $500,000,000 will be made available to fund investments in loans and other corporate securities and for other general corporate purposes. The financing fee under the Barclays Facility is based on three-month term SOFR (with a floor of zero) plus a facility margin calculated monthly as the weighted average of the individual margin of the Collateral Obligations (such individual margins ranging from 1.90% to 4.20%, depending on the type of Collateral Obligations; subject to a floor, in the aggregate, of 3.0%). Pursuant to the financing arrangement, the Fund may contribute Collateral Obligations from time to time to FSSL Finance BB AssetCo LLC, pursuant to a Sale and Contribution Agreement, dated as of the Closing Date, between the Fund and the Issuer.

The assets held by the Issuer will secure the obligations of the Issuer under the Notes issued by the Issuer pursuant to an Indenture, dated as of the Closing Date, with Computershare Trust Company, N.A., as trustee. Principal on the Notes will be due and payable on the stated maturity date of July 1, 2033. The Notes do not bear interest.

Pursuant to the Indenture, the Issuer has made certain representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar transactions. The Indenture contains events of default customary for similar transactions, including, without limitation: (a) failure to make principal payments on the Notes at their stated maturity or any earlier redemption date or to make interest payments on the Notes; (b) failure to disburse amounts in accordance with the priority of payments; (c) occurrence of certain bankruptcy and insolvency events with respect to the Issuer; and (d) occurrence of a Repurchase Date under the Repurchase Agreement as a result of an event of default with respect to the Repo Seller (defined below). The Repo Seller acquired and subscribed for the Notes pursuant to a Subscription Agreement dated as of the Closing Date, between the Issuer and the Repo Seller as the investor.

On the Closing Date, FSSL Finance BB Seller LLC (the ?Repo Seller?) entered into a Master Confirmation in respect of Repurchase Transaction with Barclays (the ?Confirmation?), which supplements and is subject to the Master Repurchase Agreement (September 1996 version), dated as of the Closing Date, between the Repo Seller and Barclays (including any annexes thereto, the ?Master Repurchase Agreement?, and such Master Repurchase Agreement, as supplemented and evidenced by the Confirmation, the ?Repurchase Agreement?). Pursuant to the Repurchase Agreement, on the Closing Date, Barclays purchased the Notes held by the Repo Seller for an initial purchase price of $80,000,000, which price may, subject to satisfaction of certain conditions, increase from time to time up to the maximum aggregate purchase price of $500,000,000. The scheduled Repurchase Date is September 6, 2026.