SECOND AMENDMENT TOAMENDED AND
RESTATED


REVOLVING CREDIT
AGREEMENT








THIS SECOND AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT(this “Amendment”),
is made effective as of March 13, 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, 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
1.1 of the Credit Agreement is hereby amended by:





(i)           adding
      the following definitions of “APC”, “BNP Agreement”,  “BNP
      Security Agreement”, “BNP Subordination Agreement”, “Designated Account”,
      “Funding Agreement”, “Net Profits Interest”, “Second Amendment Effective
      Date”, “SNPI”, “SNPI Payout” and “SNPI Purchase Price” in appropriate
      alphabetical order:





“APC” shall
mean Anadarko Petroleum Corporation.





“BNP
Agreement” shall mean that certain Purchase and Sale Agreement, dated to
be effective as of  January 30, 2008, between BNP Paribas and Borrower
and attached hereto as Exhibit
A.


“BNP Security
Agreement” shall mean that certain Security Agreement, dated to be
effective as of January 30, 2008, between BNP Paribas and Borrower and attached
hereto as Exhibit
B.





“BNP Subordination
Agreement” shall mean that certain Subordination Agreement, dated to be
effective as of January 30, 2008, between BNP Paribas and Borrower and attached
hereto as Exhibit
C.





“Designated
Account”shall have the meaning given to it in the BNP Subordination
Agreement.





“Funding
Agreement” shall mean that certain Drilling and Funding Agreement, dated
April 24, 2007, but made effective as of January 1, 2007, by and among APC,
Anadarko E&P Company, LP, and the other funding parties named therein, which
is attached to the BNP Purchase Agreement as Exhibit A thereto.





“Net Profits
Interest”shall have the meaning given to it in the Funding Agreement, as
in effect on the Second Amendment Effective Date.





“Second Amendment
Effective Date” shall mean January 31, 2008.





“SNPI”
shall mean the senior participating interest in Borrower’s payment rights
arising under the Net Profits Interest.





“SNPI  Payout”
shall mean, with respect to the SNPI, payments in the amount equal to the SNPI
Purchase Price plus an amount equal to a Nine and Fifty Hundredths Percent
(9.50%) internal rate of return thereon.





“SNPI Purchase
Price” shall mean the amount equal to $20 million.





(b)  Section 7.2 of the
Credit Agreement is hereby amended by deleting the word “and” from the end of
subsection (f), by replacing the existing subsection (g) with the following new
subsection (g) and by adding the following subsections (i) and (j) to such
Section:





(g)           Liens
securing the obligations under the Treasury Credit Agreement as in effect on the
Second Amendment Effective Date;





(i)           Liens
created pursuant to the BNP Security Agreement; and





(j)           Liens
on the Designated Account created pursuant to the ControlAgreement, as such term
is defined in the  BNP Subordination Agreement.





(c)  Section 7.7 of the
Credit Agreement is hereby amended by replacing such section in its entirety
with the following:





Section
7.7.                                           Restrictive
Agreements.  The Borrower will not, and will not permit any
Subsidiary Guarantor to, directly or indirectly, enter into, incur or permit to
exist any agreement that prohibits, restricts or imposes any condition upon (a)
the ability of the Borrower or any Subsidiary Guarantor to create, incur or
permit any Lien upon any of its assets or properties, whether now owned or
hereafter acquired, or (b) the ability of any Subsidiary Guarantor to pay
dividends or other distributions with respect to its common stock, to make or
repay loans or advances to the Borrower or any other Subsidiary Guarantor, to
Guarantee Indebtedness of the Borrower or any other Subsidiary Guarantor or to
transfer any of its prop­erty or assets to the Borrower or any Subsidiary
Guarantor of the Borrower; provided, that (i)
the foregoing shall not apply to restrictions or conditions imposed by law or
by this Agreement or any other Loan Document, (ii) the foregoing shall
not apply to customary restrictions and conditions contained in agreements
relating to the sale of a Subsidiary Guarantor pending such sale, provided such
restrictions and conditions apply only to the Subsidiary Guarantor that is sold
and such sale is permitted hereunder, (iii) the foregoing shall not apply to
restrictions and conditions contained in the BNP Agreement until such time as
the SNPI Payout is paid in full, (iv) clause (a) shall not apply to restrictions
or conditions imposed by any agreement relating to secured Indebtedness
permitted by this Agreement if such restrictions and conditions apply only to
the property or assets securing such Indebtedness, (v) clause (a) shall not
apply to customary provisions in leases and other contracts restricting the
assignment thereof, and (vi) the foregoing shall not apply to restrictions or
conditions imposed by the Treasury Credit Agreement.




(d)           Article
VII of the Credit Agreement is hereby amended by adding the following Section
7.13:





Section
7.13.   Designated
Account Proceeds.  Borrower shall not deposit intothe
Designated Account any funds other than the proceeds of the Net Profit
Interest.







2.  Senior
Lender Subordination.The Lenders
hereby expressly permit Administrative Agent to enter into the Senior Lender
Subordination (as such term is defined in the BNP Agreement) in form and
substance satisfactory to the Administrative Agent and any partial release of
Liens granted in favor of the Administrative Agent, for the benefit of the
Lenders, and encumbering the SNPI sold to BNP Paribas pursuant to the BNP
Agreement.





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), (ii) executed
counterparts to this Amendment from the Borrower, each of the Subsidiary
Guarantors and the Lenders,  (iii) duly executed counterparts of the
amendment to the Treasury Credit Agreement, executed by each party thereto, and
(iv) duly executed counterparts of the Senior Lender Subordination (as defined
in the BNP Agreement).





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;





(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.





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 COMPANYBy:      /s/ R. Kelly
      PlatoName:  R.
      Kelly PlatoTitle:    Sr.
      Vice PresidentSUBSIDIARY
      GUARANTORS:NGPC
      FUNDING GP, LLCBy:      /s/ R. Kelly
      PlatoName:  R.
      Kelly PlatoTitle:    Sr.
      Vice PresidentNGPC
      FUNDING, LPBy:
      NGPC Funding GP, LLCIts
      general partnerBy:      /s/ R. Kelly
      PlatoName:  R.
      Kelly PlatoTitle:    Sr.
      Vice PresidentNGPC
      ASSET HOLDINGS GP, LLCBy:      /s/ R. Kelly
      PlatoName:  R.
      Kelly PlatoTitle:    Sr.
      Vice PresidentNGPC
      ASSET HOLDINGS, LPBy:
      NGPC Asset Holdings GP, LLCIts
      general partnerBy:      /s/ R. Kelly
      PlatoName:  R.
      Kelly PlatoTitle:    Sr.
      Vice PresidentNGPC
      NEVADA, LLCBy:      /s/ R. Kelly
      PlatoName:  R.
      Kelly PlatoTitle:    Sr.
      Vice PresidentNGPC
      ASSET HOLDINGS III, LPBy:      /s/ R. Kelly
      PlatoName:  R.
      Kelly PlatoTitle:    Sr.
      Vice PresidentNGPC
      HOLDINGS IV, LPBy:      /s/ R. Kelly
      PlatoName:  R.
      Kelly PlatoTitle:    Sr.
      Vice PresidentLENDERS:SUNTRUST BANK,
      individually and as Administrative Agent and Collateral
    AgentBy:   /s/ James M. WarrenName:
      James M. WarrenTitle:   Managing
      DirectorBRANCH
      BANK AND TRUST COMPANYBy:   /s/  Greg
  DrabikName:  Greg
      DrabikTitle:    Vice
      PresidentRAYMOND
      JAMES BANK, FSBBy:   /s/  Thomas F.
    MacinaName:  Thomas
      F. MacinaTitle:  Senior
      Vice PresidentCOMERICA
      BANKBy:   /s/  Huma V.
  ManalName:
      Huma V. ManalTitle:  Vice
      PresidentAMEGY
      BANK National AssociationBy:   /s/  Mark A.
    SericeName:  Mark
      A. SericeTitle:   Vice
      President - Energy Group