Amendment No. 2 to Custody Agreement between Registrant and Wells Fargo Bank



 Exhibit 10.9 
 AMENDMENT NO. 2 TO CUSTODY AGREEMENT 
 THIS AMENDMENT NO. 2 TO CUSTODY AGREEMENT (this “Amendment
No. 2”), dated as of December 19, 2007 between NGP Capital Resources Company, a Maryland corporation (the “Fund”), which has elected to be a business development company under Section 54 of the Investment Company
Act of 1940, as amended (the “Investment Company Act”), and Wells Fargo Bank, N.A., a national banking association (the “Custodian”). 
 ORIGINAL CUSTODY AGREEMENT 
 THIS CUSTODY AGREEMENT is made by and between NGP Capital Resources Company, a
Maryland corporation (the “Fund”), which has elected to be a business development company under Section 54 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and Wells Fargo Bank, N.A., a
national banking association (the “Custodian”), as of January 15, 2005. 
 8.    Notices.    All notices, instructions, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when
received by the recipient party at the address provided below (a) on the date of service if served personally to the party to whom notice is to be given, (b) on the day of transmission if sent by facsimile transmission to the facsimile
number given below, and telephonic confirmation or receipt is obtained promptly after completion of transmission, (c) on the day after delivery to Federal Express or similar overnight courier service or the Express Mail service maintained by
the United States Postal Service, or (d) on the fifth day after mailing, if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed, return receipt requested, to
the party as follows: 
 Notices to Fund shall be directed and mailed as follows: 
 NGP Capital Resources Company 
 1221 McKinney, Suite 2975 
 Houston, TX 77010 
 Attention: Paula J. Williams 
 Tel: 713-752-0062 
 Fax: 713-752-0063 
 Notices to Custodian shall be directed and mailed as follows: 
 Wells Fargo Bank, National Association 
 Corporate Trust Services 
 1021 Main St., Suite 2403 
 Houston, TX 77002 
 Attention: Janice Dew-Thompson 
 Tel: 713-289-3466 
 Fax: 713-289-3488 
 Either party may change
its address for purposes of the paragraph by giving the other party written notice of the new address in the manner set forth above. 
  

			
	Approved By:	 	 /s/ JOHN H. HOMIER

		 	 John H. Homier, President & CEO of the Fund









 AMENDED EXHIBIT A 
  
 DESIGNATED PERSONS OF THE FUND 
  
 NGP Capital Resources Company, a Maryland corporation (the “Fund”)

  
  

					
	  	  	 Name and Title
	  	 Signature

			
	 1.        
	  	 John H. Homier
	  	 /s/ JOHN H. HOMIER

		  	 President and CEO of the Fund
	  	
			
	 2.
	  	 Stephen K. Gardner
	  	 /s/ STEPHEN K. GARDNER

		  	 Secretary, Treasurer, and
	  	
		  	 CFO of the Fund
	  	
			
	 3.
	  	 Paula J. Williams
	  	 /s/ PAULA J. WILLIAMS

		  	 Vice President of the Fund
	  	
			
	 4.
	  	 Jay Eckols
	  	 /s/ JAY ECKOLS

		  	 Accounting and Budgeting Manager
	  	
			
	 5.
	  	 Mark Baird
	  	 /s/ MARK BAIRD

		  	 Account Services Administrator