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**EXECUTION VERSION**

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**FOURTH AMENDMENT TO TREASURY SECURED**

**REVOLVING CREDIT AGREEMENT**

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**THIS FOURTH AMENDMENTTO TREASURY SECURED REVOLVING CREDIT AGREEMENT**(this “***Amendment***”), is made and entered into as ofSeptember 24, 2013, 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****:**

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WHEREAS, the Borrower,the Lenders and the Administrative Agent are parties to a certain Treasury Secured Revolving Credit Agreement, dated as of March31, 2011 (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 Borrowerhas requested that the Lenders and the Administrative Agent amend certain provisions of the Credit Agreement, and subject to theterms and conditions hereof, the Lenders are willing to do so;

 

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

 

1.           **Amendment**.

 

(a)          Section1.1 of the Credit Agreement is hereby amended by replacing the definition of “***Commitment Termination Date***”in its entirety with the following definitions:

 

“***CommitmentTermination Date***” shall mean the earliest of (i) September 24, 2014, (ii) the date on which the Aggregate Commitmentsare terminated pursuant to Section 2.7 and (iii) the date on which all amounts outstanding under this Agreement have beendeclared or have automatically become due and payable (whether by acceleration or otherwise).

 

(b)          ScheduleI of the Credit Agreement is hereby amended by replacing such schedule in its entirety with the Schedule I attached hereto.

 

2.           **Conditionsto Effectiveness of this Amendment.**Notwithstanding any other provision of this Amendment and without affecting in anymanner the rights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective, and theBorrower shall have no rights under this Amendment, until the Administrative Agent shall have received (i) the fees set forth inthat Fee Letter dated as of September 3, 2013 among the Borrower, the Administrative Agent and SunTrust Robinson Humphrey, Inc.,(ii) reimbursement or payment of its costs and expenses incurred in connection with this Amendment or the Credit Agreement (includingreasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Administrative Agent), (iii) executed counterpartsto this Amendment from the Borrower and the Lenders, (iv) a certificate of the Secretary or Assistant Secretary of the Borrower,(A) attaching a certificate of good standing or existence of a recent date, as

 

 

may be available from the Secretary ofState of the jurisdiction of incorporation of the Borrower, (B) attaching and certifying resolutions of its board of directorsauthorizing the execution, delivery and performance of the Amendment, (C) certifying the name, title and true signature of eachofficer of the Borrower executing the Amendment and (D) attaching and certifying copies of the articles of incorporation of theBorrower and (v) a favorable written opinion of counsel to the Borrower, addressed to the Administrative and each of the Lenders,and covering such matters relating to the Borrower, the Amendment and the transactions contemplated therein as the AdministrativeAgent shall reasonably request.

 

3.           **Representationsand Warranties.** To induce the Lenders and the Administrative Agent to enter into this Amendment, the Borrower hereby representsand warrants to the Lenders and the Administrative Agent that:

 

(a)          TheBorrower and each of its Subsidiaries (other than any Foreclosed Subsidiary) (i) is duly organized, validly existing and in goodstanding as a corporation, partnership or limited liability company under the laws of the jurisdiction of its organization, (ii)has all requisite power and authority to carry on its business as now conducted, and (iii) is duly qualified to do business,and is in good standing, in each jurisdiction where such qualification is required, except where a failure to be so qualified wouldnot reasonably be expected to result in a Material Adverse Effect;

 

(b)          Theexecution, delivery and performance by the Borrower of the Loan Documents to which it is a party are within the Borrower’sorganizational powers and have been duly authorized by all necessary organizational, and if required, shareholder, partner or member,action;

 

(c)          Theexecution, delivery and performance by the Borrower of this Amendment and of the other Loan Documents to which it is a party (i)do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except thoseas have been obtained or made and are in full force and effect, (ii) will not violate any Requirements of Law applicable to theBorrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (iii) will not violate or resultin a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiariesor any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiariesand (iv) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, exceptLiens (if any) created under the Loan Documents;

 

(d)          ThisAmendment has been duly executed and delivered for the benefit of or on behalf of the Borrower and constitutes a legal, valid andbinding obligation of the Borrower, enforceable against the Borrower in accordance with its terms except as the enforceabilityhereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights andremedies in general; and

 

(e)          Aftergiving effect to this Amendment, the representations and warranties contained in the Credit Agreement and the other Loan Documentsare true and correct in all material respects, and no Default or Event of Default has occurred and is continuing as of the datehereof.

 

4.           **Acknowledgmentof Perfection of Security Interest.**The Borrower hereby acknowledges that, as of the date hereof, the security interestsand liens granted to the Administrative Agent and the Lenders under the Credit Agreement and the other Loan Documents are in fullforce and effect, are properly perfected and are enforceable in accordance with the terms of the Credit Agreement and the otherLoan Documents.

 

 

5.           **Effectof Amendment**. Except as set forth expressly herein, all terms of the Credit Agreement, as amended hereby, and the otherLoan Documents shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligationsof the Borrower to the Lenders and the Administrative Agent. The execution, delivery and effectiveness of this Amendment shallnot, 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 purposesof the Credit Agreement.

 

6.           **GoverningLaw.**

 

(a)          ThisAmendment shall be construed in accordance with and be governed by the law (without giving effect to the conflict of law principlesthereof) of the State of New York.

 

(b)          TheBorrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the UnitedStates District Court of the Southern District of New York, and of any state court of the State of New York sitting in New YorkCounty and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment or anyother Loan Document or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, andeach of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceedingmay be heard and determined in such New York state court or, to the extent permitted by applicable law, such Federal court. Eachof the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced inother jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Amendment or any other LoanDocument shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceedingrelating to this Amendment or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction.

 

(c)          TheBorrower irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue ofany such suit, action or proceeding described in paragraph (b) of Section 10.5 of the Credit Agreement and brought in any courtreferred to in paragraph (b) of Section 10.5 of the Credit Agreement. Each of the parties hereto irrevocably waives, to the fullestextent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in anysuch court.

 

(d)          Eachparty to this Amendment irrevocably consents to the service of process in the manner provided for notices in Section 10.1 of theCredit Agreement. Nothing in this Amendment or in any other Loan Document will affect the right of any party hereto to serve processin any other manner permitted by law.

 

7.           **NoNovation.** This Amendment is not intended by the parties to be, and shall not be construed to be, a novation of the CreditAgreement or an accord and satisfaction in regard thereto.

 

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

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9.           **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 transmissionor by electronic mail in pdf form shall be as effective as delivery of a manually executed counterpart hereof.

 

10.         **BindingNature.** This Amendment shall be binding upon and inure to the benefit of the parties hereto, their respective successors,successors-in-titles, and assigns.

 

11.         **EntireUnderstanding.** This Amendment sets forth the entire understanding of the parties with respect to the matters set forthherein, 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, by its respective authorizedofficers as of the day and year first above written.

 

 

 

 

 

 

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**Schedule I**

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**APPLICABLE MARGIN AND APPLICABLEPERCENTAGE**

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**Treasury Revolving Credit Facility	**

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