Exhibit 10.13
  THIRD
AMENDMENT TOAMENDED AND
RESTATED
 REVOLVING CREDIT
AGREEMENT
 
 
 THIS THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT(this “Amendment”),
is made effective as of September 29, 2008, 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”).
 
 W I T N E S S E T H:
 
 WHEREAS,
the Borrower, the Lenders and the Administrative Agent are parties to a certain
Amended and Restated Revolving Credit Agreement, dated as of August 31, 2006, as
amended by that certain First Amendment to the Credit Agreement, effective as of
August 31, 2006, and that certain Second Amendment to the Credit Agreement,
effective as of March 13, 2008 (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 extend
the Commitment Termination Date and amend certain provisions of the Credit
Agreement, 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
1.1 of the Credit Agreement is hereby amended by:
 
 (i)            replacing
the definitions of “Aggregate Commitment Amount” and “Commitment Termination
Date” in their entirety with the following definitions:
 
 “Aggregate
Commitment Amount” shall mean the aggregate principal amount of the
Aggregate Commitments from time to time.  On the Third Amendment
Effective Date, the Aggregate Commitment Amount equals $87,500,000.
 
 “Commitment
Termination Date” shall mean the earliest of (i) August 31, 2010,
(ii) the date on which the Aggregate Commitments are terminated pursuant to
Section 2.7 and
(iii) the date on which all amounts outstanding under this Agreement have been
declared or have automatically become due and payable (whether by acceleration
or otherwise).
  
  (ii)           deleting
the definitions of “APC”, “BNP Agreement”, “BNP Security Agreement”, “BNP
Subordination Agreement,” “Funding Agreement”, “Net Profits Interest”, “Senior
Revolving Commitment Termination Date”, “SNPI”, “SNPI Payout” and “SNPI Purchase
Price” ;
 
 (iii)          inserting
the definitions of “Permitted Senior Investment Participation”, “Senior
Investment Participation” and “Third Amendment Effective Date” in appropriate
alphabetical order:
 
 “Permitted Senior
Investment Participation” shall mean any Senior Investment Participation;
provided that the aggregate outstanding principal or capital amount of all
Senior Investment Participations does not exceed $20,000,000 at any one
time outstanding.
 
 “Senior Investment
Participation” shall mean any transfer or assignment of a right or
interest in any loan or other investment (other than any collateral securing the
Treasury Revolving Loans) owned by the Borrower or any of its Subsidiaries which
represents less than all of the Borrower’s or such Subsidiary’s interest in such
loan or other investment and which grants to the holder thereof rights to
receive payments in respect of such loan or other investment or rights in
respect to Liens or proceeds of collateral in respect of such loan or other
investment which rights are prior or senior to the retained rights of the
Borrower or such Subsidiary in such Investment.
 
 “Third Amendment
Effective Date” shall mean September 29, 2008.
 
 (b)           Section
7.2 of the Credit Agreement is hereby amended by deleting subsections (i) and
(j) and by adding the following subsection (h) to such Section:
 
 “(h)         Liens
created pursuant to or in respect of a Permitted Senior Investment
Participation.”
 
 (c)           Section
7.5 of the Credit Agreement is hereby amended by re-designating clause “(c)” as
clause “(d)” and adding the following new clause (c) immediately following
clause (b):
 
 “, (c)
Permitted Senior Investment Participations”.
 
 (d)           Section
7.7 of the Credit Agreement is hereby amended by replacing the existing clause
(iii) of the proviso to such section with the following new clause
(iii):
  
  “(iii)
the foregoing shall not apply to restrictions and conditions contained in a
Permitted Senior Investment Participation.”
  (e)           Schedule
I and Schedule II of the Credit Agreement are hereby amended by replacing the
schedules in their entirety with the Schedule I and Schedule II attached
hereto.
 
 2.          
  Termination
of Amegy Bank Commitment.  Each Lender hereby consents and
agrees to the permanent Commitment reduction and full prepayment of all amounts
owed to Amegy Bank National Association, which Commitment reduction shall be
effective on the Third Amendment Effective Date.
 
 3.          
  Senior
Lender Subordination.The Lenders
hereby expressly permit the Administrative Agent to subordinate the Liens and
other rights granted to the Administrative Agent under any of the Loan Document
in respect of any loan or other investment owned by the Borrower or any of its
Subsidiaries to any Permitted Senior Investment Participation in such loan or
other investment, so long as the terms and conditions with respect to such
subordination are reasonably acceptable to the Administrative
Agent.
 
 4.          
  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 each Lender executing this Amendment has been paid an upfront
fee of 0.5% on the amount of its Commitment specified in Schedule II after
giving effect to this Amendment, and 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), (ii) executed counterparts to this Amendment from the
Borrower, each of the Subsidiary Guarantors and the Lenders, and (iii) duly
executed counterparts of the Fourth Amendment to Treasury Secured Revolving
Credit Agreement, made effective as of September 29, 2008, by and among
Borrower, Lenders and the Administrative Agent, executed by each party
thereto.
 
 5.        
    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;
  
  (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 by general principals of equity; 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.
 
 6.         
   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.
 
 7.          
  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.
  
  8.            
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.
 
 9.           
 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.
 
 10.           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.
 
 11.           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.
 
 12.           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.
 
 13.           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 COMPANYBy:Name:Title:SUBSIDIARY
      GUARANTORS:NGPC
      FUNDING GP, LLCBy:Name:Title:NGPC
      FUNDING, LPBy :
                          NGPC
      Funding GP, LLCIts
      general partnerBy:Name:Title:NGPC
      ASSET HOLDINGS GP, LLCBy:Name:Title:
 
 
 [SIGNATURE
PAGE TO THIRD AMENDMENT]
  
 
 NGPC
      ASSET HOLDINGS, LPBy:
                NGPC
      Asset Holdings GP, LLCIts
      general partnerBy:Name:Title:NGPC
      NEVADA, LLCBy:Name:Title:NGPC
      ASSET HOLDINGS III, LPBy:Name:Title:NGPC
      HOLDINGS IV, LPBy:Name:Title:
 
 
 [SIGNATURE
PAGE TO THIRD AMENDMENT]
  
  LENDERS:SUNTRUST BANK,
      individually and as Administrative Agent and Collateral
    AgentBy:Name:Title:
 
 
 [SIGNATURE
PAGE TO THIRD AMENDMENT]
  
  BRANCH
      BANK AND TRUST COMPANYBy:Name: 
      Greg DrabikTitle:  Vice
      President
 
 
 [SIGNATURE
PAGE TO THIRD AMENDMENT]
  
  RAYMOND
      JAMES BANK, FSBBy:Name: 
      Thomas F. MacinaTitle:  Senior
      Vice President
 
 
 [SIGNATURE
PAGE TO THIRD AMENDMENT]
  
 
 COMERICA
      BANKBy:Name: 
      Huma V. ManalTitle:Vice
      President
 
 
 [SIGNATURE
PAGE TO THIRD AMENDMENT]
  
  
 AMEGY
      BANK National AssociationBy:Mark
      A. SericeVice
      President - Energy Group
 
 
 [SIGNATURE
PAGE TO THIRD AMENDMENT]
  
  Schedule
I
 
 APPLICABLE
MARGIN AND APPLICABLE PERCENTAGE
 
 
 Senior
Revolving Credit Facility
 
 Pricing
      Level
                        Consolidated
      Total Debt Percentage
                        Applicable
      Margin for Eurodollar Loans
                        Applicable
      Margin for Base Rate Loans
                        Applicable
      Percentage for Commitment FeeI
                        Less
      than 10%
                        1.5%
                        0%
                        0.20%II
                        Less
      than 25% but greater than or equal to 10%
                        2.0%
                        0.25%
                        0.30%III
                        Less
      than 35% but greater than or equal to 25%
                        2.25%
                        0.50%
                        0.375%IV
                        Greater
      than or equal to 35%
                        2.5%
                        0.75%
                        0.50%
  
  Schedule
II
 
 COMMITMENT
AMOUNTS
 
 SunTrust
      Bank
                    
                    $
                    25,000,000Branch
      Bank & Trust Co.
                    
                    $
                    22,500,000Raymond
      James Bank, FSB
                    
                    $
                    25,000,000Comerica
      Bank
                    
                    $
                    15,00,000