FS Energy and Power Fund 8-K


 


Exhibit 10.2


 


 





CONTRIBUTION AGREEMENT


CONTRIBUTION AGREEMENT,
dated as of May 18, 2016 (this “Agreement”), by and between FS Energy and Power Fund, a Delaware statutory trust
(“FSEP”), and Bryn Mawr Funding LLC, a Delaware limited liability company (“Bryn Mawr”).


WITNESSETH:


WHEREAS, FSEP makes
investments in the ordinary course of its business in loans, other financial accommodations and other investments, in each case,
in and/or to certain underlying obligors (collectively, the “Portfolio Investments”); and


WHEREAS, FSEP from
time to time makes certain other investments (including, without limitation, investments in tax blocker subsidiaries) (collectively,
the “Other Investments”) and enters into certain contractual agreements (including, without limitation, reimbursement
agreements) (collectively, the “Contractual Agreements”); and


WHEREAS, FSEP wishes
to contribute certain existing and future Portfolio Investments, Other Investments, Contractual Agreements and the liabilities
and obligations associated with the foregoing, in each case to Bryn Mawr.


NOW THEREFORE, in
consideration of the agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


1.


Contribution.
FSEP hereby contributes to Bryn Mawr, and Bryn Mawr hereby accepts and assumes, the following:


(a)


the Portfolio Investments set forth on Schedule
A attached hereto;


(b)


certain other Portfolio Investments identified
from time to time by FSEP in its sole discretion, whether now owned or hereafter acquired or originated;


(c)


certain Other Investments identified from
time to time by FSEP in its sole discretion, whether now owned or hereafter acquired;


(d)


certain Contractual Agreements identified
from time to time by FSEP in its sole discretion, whether now owned or hereafter acquired; and


(e)


any associated liabilities and obligations
in connection with the foregoing.


2.


Further Assurances.
From time to time after the date of this Agreement, without the payment of any additional consideration, each party hereto shall
execute all such instruments and take all such actions as any other party shall reasonably request in connection with carrying
out and effectuating the intent and purpose hereof and all of the transactions contemplated by this Agreement.


 






    


    	 



    

 


3.


Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.


4.


No Third Party Beneficiaries.
This Agreement is not intended to and shall not confer upon any person other than the parties hereto any rights or remedies hereunder.


5.


Amendments and Waivers.
This Agreement may not be modified or amended except by an instrument or instruments in writing signed by the party against whom
enforcement of any such modification or amendment is sought.


6.


Counterparts; Electronic
Delivery. This Agreement may be executed in one or more counterparts and by the parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument.
Delivery of an executed counterpart of a signature page to this Agreement by electronic means, such as facsimile or portable document
format, shall be as effective as delivery of a manually executed counterpart of this Agreement.


7.


Severability.
Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending
term or provision in any other situation or in any other jurisdiction.


8.


Governing Law.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without reference to
choice of law principles, including all matters of construction, validity and performance, and shall be binding upon the successors
and assigns of the parties hereto.


9.


Headings. Headings
are for convenience only and shall not affect the interpretation of this Agreement.


[Signature pages
follow]




    


    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Contribution Agreement as of the date first written above.





	 	FS ENERGY AND POWER FUND
	 	 
	 	 
	 	By: 	/s/  Gerald F. Stahlecker
	 	Name:

        Title: 
	 Gerald F. Stahlecker
 Executive Vice President



 





	 	BRYN MAWR FUNDING LLC
	 	 
	 	 
	 	By: 	/s/ Gerald F. Stahlecker
	 	Name:

        Title:
	Gerald F. Stahlecker
Executive Vice President



 


 


[Signature page
to Contribution Agreement]