ex10-1.htm


    
      Exhibit
        10.1

      


      SECOND
        AMENDMENT TO TREASURY SECURED

      REVOLVING
        CREDIT AGREEMENT

      


      


      THIS
        SECOND AMENDMENT TO
        TREASURY SECURED REVOLVING CREDIT AGREEMENT (this
“Amendment”), is made effective as of October 18,
        2007, by and among NGP CAPITAL RESOURCES COMPANY, a Maryland
        corporation (the “Borrower”), the several banks and
        other financial institutions from time to time party hereto (collectively,
        the
“Lenders”) and SUNTRUST BANK, in its
        capacity as Administrative Agent for the Lenders (the
“Administrative Agent”).

      


      WITNESSETH:

      


      WHEREAS,
        the Borrower, the Lenders and the Administrative Agent are parties to a certain
        Treasury Secured Revolving Credit Agreement, dated as of August 31, 2006
        (as
        amended, restated, supplemented or otherwise modified from time to time,
        the
“Credit Agreement”; capitalized terms used herein and
        not otherwise defined shall have the meanings assigned to such terms in the
        Credit Agreement), pursuant to which the Lenders have made certain financial
        accommodations available to the Borrower;

       

      WHEREAS,
        the Borrower has requested that the Lenders and the Administrative Agent
        amend
        certain provisions of the Credit Agreement to clarify such provisions, and
        subject to the terms and conditions hereof, the Lenders are willing to do
        so;

       

      NOW,
        THEREFORE, for good and valuable consideration, the sufficiency and receipt
        of
        all of which are acknowledged, the Borrower, the Lenders and the Administrative
        Agent agree as follows:

      


      1.  Amendments.

       

      (a)
        Section 2.21 of the Credit Agreement is hereby amended by replacing such
        Section
        in its entirety with the following:

      


      Section
        2.21                                                      Increase
        of Commitments; Additional Lenders.

       

      (a)  So
        long as no Event of
        Default has occurred and is continuing, from time to time after the Closing
        Date, the Borrower may, by written notice to the Administrative Agent (who
        shall
        promptly provide a copy of such notice to each Lender), propose to increase
        the
        Aggregate Commitment Amount to an amount not to exceed $175,000,000 (the
        amount
        of any such increase, the “Additional Commitment Amount”).  At
        the election of the Borrower, if specified in such notice, each Lender shall
        have the right for a period of 15 Business Days following receipt of such
        notice, to elect by written notice to the Borrower and the Administrative
        Agent
        to increase its Treasury Revolving Commitment by a principal amount equal
        to its
        Pro Rata Share of the Additional Commitment

       

      Amount.  No
        Lender (or any successor thereto) shall have any obligation to increase its
        Treasury Revolving Commitment or its other obligations under this Agreement
        and
        the other Loan Documents, and any decision by a Lender to increase its Treasury
        Revolving Commitment shall be made in its sole discretion independently from
        any
        other Lender.

       

      (b)
        If
        the Borrower elected to not offer each Lender the right to elect to increase
        its
        Treasury Revolving Commitment pursuant to subsection (a) of this Section
        2.21, or if any Lender shall not make such election, the Borrower may accept
        from any Lender or Lenders, on a non-pro rata basis, an increase in its or
        their
        Treasury Revolving Commitment or may designate another bank or other financial
        institution that is not an existing Lender (an “Additional Lender”) to
        become a party to this Agreement and make a Treasury Revolving Commitment,
        in
        each case if such Lender or Additional Lender at the time agrees to;
provided, however, that any new bank or financial institution must
        be acceptable to the Administrative Agent, which acceptance will not be
        unreasonably withheld or delayed.  The sum of the increases in the
        Treasury Revolving Commitments of the existing Lenders pursuant to subsection
        (a), if applicable, or this subsection (b) plus the Treasury Revolving
        Commitments of the Additional Lenders shall not in the aggregate exceed the
        Additional Commitment Amount.

       

      (c)
        An
        increase in the aggregate amount of the Treasury Revolving Commitments pursuant
        to this Section 2.21 shall become effective upon the receipt by the
        Administrative Agent of an supplement or joinder in form and substance
        satisfactory to the Administrative Agent executed by the Borrower, by each
        Additional Lender and by each other Lender whose Treasury Revolving Commitment
        is to be increased, setting forth the new Treasury Revolving Commitments
        of such
        Lenders and setting forth the agreement of each Additional Lender to become
        a
        party to this Agreement and to be bound by all the terms and provisions hereof,
        together with Treasury Revolving Credit Notes evidencing such increase in
        the
        Treasury Revolving Commitments, and such evidence of appropriate corporate
        authorization on the part of the Borrower with respect to the increase in
        the
        Treasury Revolving Commitments and such opinions of counsel for the Borrower
        with respect to the increase in the Treasury Revolving Commitments as the
        Administrative Agent may reasonably request.

       

      (d)
        Upon
        the acceptance of any such supplement or joinder by the Administrative Agent,
        the Treasury Revolving Commitment Amount shall automatically be increased
        by the
        amount of the Treasury Revolving Commitments added through such supplement
        or
        joinder and Schedule II shall automatically be deemed amended to reflect
        the Treasury Revolving Commitments of all Lenders after giving effect to
        the
        addition of such Treasury Revolving Commitments.

       

      2.  Acknowledgement
        with respect to Increase.  Commerzbank, AG and
        Administrative Agent hereby agree and acknowledge that simultaneously herewith
        Commerzbank, AG is increasing its Treasury Revolving Commitment to
        $60,000,000.  This

      Amendment
        shall constitute a supplement required pursuant to Section 2.21 and Schedule
        II shall automatically be deemed amended to reflect the Treasury Revolving
        Commitments of all Lenders after giving effect to the increase in the Treasury
        Revolving Commitment of Commerzbank, AG.

      


      3.  Conditions
        to Effectiveness of this
        Amendment.  Notwithstanding any other
        provision of this Amendment and without affecting in any manner the rights
        of
        the Lenders hereunder, it is understood and agreed that this Amendment shall
        not
        become effective, and the Borrower shall have no rights under this Amendment,
        until the Administrative Agent shall have received (i) reimbursement or payment
        of its costs and expenses incurred in connection with this Amendment or the
        Credit Agreement (including reasonable fees, charges and disbursements of
        King
& Spalding LLP, counsel to the Administrative Agent), and (ii) executed
        counterparts to this Amendment from the Borrower, each of the Subsidiary
        Guarantors and the Lenders.

      


      4.  Representations
        and Warranties.  To induce the Lenders
        and the Administrative Agent to enter into this Amendment, Borrower hereby
        represents and warrants to the Lenders and the Administrative Agent
        that:

      


      (a)           The
        execution, delivery and performance by Borrower of this Amendment (i) is
        within
        Borrower’s power and authority; (ii) has been duly authorized by all necessary
        corporate and shareholder action; (iii) is not in contravention of any provision
        of Borrower’s certificate of incorporation or bylaws or other organizational
        documents; (iv) does not violate any law or regulation, or any order or decree
        of any Governmental Authority; (v) does not conflict with or result in the
        breach or termination of, constitute a default under or accelerate any
        performance required by, any indenture, mortgage, deed of trust, lease,
        agreement or other instrument to which Borrower or any of its Subsidiaries
        is a
        party or by which Borrower or any such Subsidiary or any of their respective
        property is bound; (vi) does not result in the creation or imposition of
        any
        Lien upon any of the property of Borrower or any of its Subsidiaries; and
        (vii)
        does not require the consent or approval of any Governmental Authority or
        any
        other person;

      


      (b)           This
        Amendment has been duly executed and delivered for the benefit of or on behalf
        of Borrower and constitutes a legal, valid and binding obligation of Borrower,
        enforceable against Borrower in accordance with its terms except as the
        enforceability hereof may be limited by bankruptcy, insolvency, reorganization,
        moratorium and other laws affecting creditors’ rights and remedies in general;
        and

      


      (c)           After
        giving effect to this Amendment, the representations and warranties contained
        in
        the Credit Agreement and the other Loan Documents are true and correct in
        all
        material respects, and no Default or Event of Default has occurred and is
        continuing as of the date hereof.

      


      5.  Reaffirmations
        and Acknowledgments.

      


      (a)           Reaffirmation
        of Subsidiary Guaranty.  Each Subsidiary Guarantor consents to the
        execution and delivery by the Borrower of this Amendment and jointly and
        severally ratify and confirm the terms of the Subsidiary Guarantee Agreement
        with respect to the indebtedness now

      or
        hereafter outstanding under the Credit Agreement as amended hereby and all
        promissory notes issued thereunder. Each Subsidiary Guarantor acknowledges
        that,
        notwithstanding anything to the contrary contained herein or in any other
        document evidencing any indebtedness of the Borrower to the Lenders or any
        other
        obligation of the Borrower, or any actions now or hereafter taken by the
        Lenders
        with respect to any obligation of the Borrower, the Subsidiary Guarantee
        Agreement (i) is and shall continue to be a primary obligation of the
        Guarantors, (ii) is and shall continue to be an absolute, unconditional,
        joint
        and several, continuing and irrevocable guaranty of payment, and (iii) is
        and
        shall continue to be in full force and effect in accordance with its
        terms.  Nothing contained herein to the contrary shall release,
        discharge, modify, change or affect the original liability of the Subsidiary
        Guarantors under the Subsidiary Guarantee Agreement.

      


      (b)           Acknowledgment
        of Perfection of Security Interest. Borrower and each Subsidiary Guarantor
        hereby acknowledges that, as of the date hereof, the security interests and
        liens granted to the Administrative Agent and the Lenders under the Credit
        Agreement and the other Loan Documents are in full force and effect, are
        properly perfected and are enforceable in accordance with the terms of the
        Credit Agreement and the other Loan Documents.

      


      6.  Effect
        of Amendment.  Except as set forth expressly herein, all
        terms of the Credit Agreement, as amended hereby, and the other Loan Documents
        shall be and remain in full force and effect and shall constitute the legal,
        valid, binding and enforceable obligations of the Borrower to the Lenders
        and
        the Administrative Agent.  The execution, delivery and effectiveness
        of this Amendment shall not, except as expressly provided herein, operate
        as a
        waiver of any right, power or remedy of the Lenders under the Credit Agreement,
        nor constitute a waiver of any provision of the Credit
        Agreement.  This Amendment shall constitute a Loan Document for all
        purposes of the Credit Agreement.

      


      7.  Governing
        Law.   This Amendment shall be governed
        by, and construed in accordance with, the internal laws of the State of New
        York
        and all applicable federal laws of the United States of America.

      


      8.  No
        Novation.  This Amendment is not
        intended by the parties to be, and shall not be construed to be, a novation
        of
        the Credit Agreement or an accord and satisfaction in regard
        thereto.

      


      9.  Costs
        and Expenses.  The Borrower agrees to pay on demand all
        costs and expenses of the Administrative Agent in connection with the
        preparation, execution and delivery of this Amendment, including, without
        limitation, the reasonable fees and out-of-pocket expenses of outside counsel
        for the Administrative Agent with respect thereto.

      


      10.  Counterparts.This
        Amendment may be executed by one or more of the parties
        hereto in any number of separate counterparts, each of which shall be deemed
        an
        original and all of which, taken together, shall be deemed to constitute
        one and
        the same instrument.  Delivery of an executed counterpart of this
        Amendment by facsimile transmission or by electronic mail in pdf form shall
        be
        as effective as delivery of a manually executed counterpart hereof.

      11.  Binding
        Nature.  This Amendment shall be binding
        upon and inure to the benefit of the parties hereto, their respective
        successors, successors-in-titles, and assigns.

      


      12.  Entire
        Understanding.  This Amendment sets
        forth the entire understanding of the parties with respect to the matters
        set
        forth herein, and shall supersede any prior negotia­tions or agreements,
        whether written or oral, with respect thereto.

      


      [Signature
        Pages To Follow]

      IN
        WITNESS WHEREOF, the parties hereto
        have caused this Amendment to be duly executed, under seal in the case of
        the
        Borrower and the Subsidiary Guarantors, by their respective authorized officers
        as of the day and year first above written.

      


      BORROWER:

      


      NGP
        CAPITAL RESOURCES
        COMPANY

      


      


      By:
        ________________________________

            Name:  Stephen
        K. Gardner

            Title:  Chief
        Financial Officer

      


      SUBSIDIARY
        GUARANTORS:

      


      NGPC
        FUNDING GP, LLC

      


      


      By:
        ______________________________

      Name:  Stephen
        K. Gardner

      Title:  Chief
        Financial Officer

      


      NGPC
        FUNDING, LP

      By:
        NGPC
        Funding GP, LLC

      Its
        general partner

      


      


      By:
        ______________________________

      Name:  Stephen
        K. Gardner

      Title:  Chief
        Financial Officer

      


      NGPC
        ASSET HOLDINGS GP, LLC

      


      


      By:
        ______________________________

      Name:  Stephen
        K. Gardner

      Title:  Chief
        Financial Officer

      


      


      NGPC
        ASSET HOLDINGS, LP

      By:
        NGPC
        Asset Holdings GP, LLC

      Its
        general partner

      


      


      By:
        ______________________________

      Name:  Stephen
        K. Gardner

      Title:  Chief
        Financial Officer

      


      NGPC
        NEVADA, LLC

      


      


      By:
        ______________________________

      Name:  Stephen
        K. Gardner

      Title:  Chief
        Financial Officer

      


      


      LENDERS:

      


      SUNTRUST
        BANK, individually and as Administrative Agent and as a
        Lender

      


      


      By:                                                              

      Name:

      Title:

      


      COMMERZBANK,
        AG

      


      By:                      

      Name:
        Andrew Campbell

      Title:  Senior
        Vice
        president

      


      


      


      By:                      

      Name:  Janet
        Lee

      Title:
        Assistant
        Treasurer

      


      


      LANDESBANK
        BADEN-WÜRTTEMBERG

      


      By:                      

      Name:  Simone
        Ehmann

      Title:  Vice
        President

      


      By:                      

      Name:  Konrad
        Kestering

      Title:  Assistant
        Vice
        President

      


      


      


      BRANCH
        BANK &TRUST CO.

      


      By:                      

      Name:  Cory
        Boyte

      Title:
        Senior Vice
        President

      
 

      


      AMERICAN
        NATIONAL BANK

      


      By:                      

      Name:  GARY
        W.
        VICK

      Title:  VICE
        PRESIDENT