Exhibit 10.14
  FOURTH
AMENDMENT TO TREASURY SECURED
 REVOLVING CREDIT
AGREEMENT
 
 
 THIS FOURTH AMENDMENT TO TREASURY
SECURED 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
Treasury Secured Revolving Credit Agreement, dated as of August 31, 2006, as
amended by that certain First Amendment to the Treasury Secured Revolving Credit
Agreement, effective as of August 31, 2006, by that certain Second Amendment to
Treasury Secured Revolving Credit Agreement, effective as of October 18, 2007,
and by that certain Third Amendment to Treasury Secured Revolving 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 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)
deleting the definitions of “APC”, “BNP Agreement”, “BNP Security Agreement”,
“BNP Subordination Agreement”, “Funding Agreement”, “Net Profits Interest”,
“SNPI”, “SNPI Payout” and “SNPI Purchase Price”;
 
 (ii)
inserting the definitions of “Permitted Senior Investment Participation” and
“Senior Investment Participation” 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.
 
 (b)           Section
3.2 of the Credit Agreement is hereby amended by deleting “and” at the end of
subsection (c), replacing “.”with “;” at the end of subsection (d), and adding
the following new subsection (e):
 
 “(e)         the
Administrative Agent shall have received such other documents, certificates or
information as the Administrative Agent or the Required Lenders may reasonably
request, all in form and substance reasonably satisfactory to the Administrative
Agent or the Required Lenders.”
 
 (c)           Section
7.2 of the Credit Agreement is hereby amended by deleting the last two
subsections thereof (which were designated subsection (h) and incorrectly
designated subsection (g)), and inserting the following subsection (h)
thereof:
 
 “(h)         Liens
created pursuant to or in respect of a Permitted Senior Investment
Participation.”
 
 (d)           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”.
 
 (e)           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.”
  2.          
  Intentionally Omitted.
 
 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, and (iii) duly executed counterparts of the Third
Amendment to Amended and Restated Revolving Credit Agreement, made effective as
of September 29, 2008, by and among Borrower, Lenders and the Administrative
Agent, executed by each party thereto.
  
  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 the Lenders 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
ratifies and confirms 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 and confirms 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: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:
  
 
 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:
  
 
 LENDERS:SUNTRUST BANK,
      individually and as Administrative Agent and as a
LenderBy:Name:Title:
  
 
 COMMERZBANK,
      AGBy:Name:Andrew CampbellTitle:Senior Vice presidentBy:Name: 
      Janet LeeTitle:Assistant
Treasurer
  
 
 LANDESBANK
      BADEN-WÜRTTEMBERGBy:Name: 
      Simone EhmannTitle:Vice PresidentBy:Name: 
      Konrad KesteringTitle:Assistant Vice
President
  
 
 BRANCH
      BANK AND TRUST COMPANYBy:Name: 
      Greg DrabikTitle: 
      Vice President
  
 
 AMERICAN
      NATIONAL BANKBy:Name:GARY W. VICKTitle: 
      Senior Vice President