**SECOND AMENDMENT TO TREASURY SECURED**

**REVOLVING CREDIT AGREEMENT**

 

**THIS SECOND AMENDMENTTO TREASURY SECURED REVOLVING CREDIT AGREEMENT**(this “***Amendment***”), is made and entered into as ofSeptember 25, 2012, 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****ITNESSETH:**

 

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 notified the Administrative Agent and each of the Lenders that the Borrower proposes to increase the Aggregate Commitment Amountunder the Credit Agreement by the amount of $15,000,000;

 

WHEREAS, the ComericaBank (the “***New Lender***”) has agreed to join the Credit Agreement and other Loan Documents and to providethe additional Commitment requested by the Borrower;

 

WHEREAS, the Borrowerhas also requested that the Lenders and the Administrative Agent amend certain provisions of the Credit Agreement, and subjectto the terms 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.  **Joinder**.

 

(a)	By executingand delivering this Amendment, the New Lender hereby becomes a party to the Credit Agreement as a Lender thereunder with the sameforce and effect as if originally named therein as a Lender, and without limiting the generality of the foregoing, hereby expresslyassumes all obligations and liabilities of a Lender thereunder and agrees to provide a Commitment to the Borrower under the CreditAgreement in the amount shown on Schedule II hereto as of the Second Amendment Date. Each party hereto acknowledges andagrees that the Commitments of the New Lender and the Commitments of the other Lenders under the Credit Agreement are several andnot joint commitments and obligations of such Lenders.

 

(b)	Each party heretoacknowledges and agrees that (i) the Commitments in effect for all Lenders under the Credit Agreement shall be those shown on ScheduleII attached to this Amendment, (ii) the Borrower shall be deemed to have requested one or more Borrowings under the Commitmentsin an aggregate amount equal to the aggregate outstanding Treasury Revolving Loans under Commitments and (iii) the proceeds ofsuch Borrowings shall be applied to repay such Treasury Revolving Loans under the Commitments on the date hereof, or to the extentthat repayment of any Treasury Revolving Loans on the date hereof would result in any payment under Section 2.17 of the CreditAgreement, then on the last day of the Interest Period for such Treasury Revolving Loans (and funding of the corresponding Borrowing(s)shall not occur until such date).

 

 

(c)	The New Lender(i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliverthis Amendment and to consummate the transactions contemplated hereby, (B) all requirements set forth in Section 3.1 of the CreditAgreement have been satisfied (subject to receipt of such consents as may be required under the Credit Agreement), (C) from andafter the Second Amendment Date, it shall be bound by the provisions of the Credit Agreement as amended by that certain Consentand First Amendment to Treasury Secured Revolving Credit Agreement dated as of March 30, 2012 and as further amended hereby asa Lender thereunder and, to the extent of its Commitment as set forth on Schedule II, shall have the obligations of a Lenderthereunder, (D) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements deliveredpursuant to Section 5.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make itsown credit analysis and decision to enter into this Amendment and to make its Commitment on the basis of which it has made suchanalysis and decision independently and without reliance on any Agent or any other Lender, and (E) if it is a Foreign Lender, deliveredto the Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, dulycompleted and executed by the New Lender; and (ii) agrees that (A) it will, independently and without reliance on any Agent orany other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its owncredit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their termsall of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

 

2.  **Amendments**.

 

(a)	Section 1.1 of the Credit Agreementis hereby amended by replacing the definitions of “***Aggregate Commitment Amount***”, “***CommitmentTermination Date***” and “***Treasury Revolving Commitment Amount***” in their entirety with thefollowing definitions:

 

“***AggregateCommitment Amount***” shall mean the aggregate principal amount of the Aggregate Commitments from time to time. On theSecond Amendment Date, the Aggregate Commitment Amount equals $45,000,000

 

“***CommitmentTermination Date***” shall mean the earliest of (i) September 25, 2013, (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).

 

“***TreasuryRevolving Commitment Amount***” shall mean the aggregate principal amount of the Treasury Revolving Commitments fromtime to time. On the Second Amendment Date, the Treasury Revolving Commitment Amount equals $45,000,000

 

(b)	Section 1.1 of the Credit Agreementis hereby amended by adding the following definition of “***Second Amendment Date***” in the appropriate alphabeticalorder:

 

 “***Second Amendment Date***”shall mean September 25, 2012.

 

(c)	Schedules I and II of the CreditAgreement are hereby amended by replacing such schedules in their entirety with the Schedule I and Schedule II attachedhereto.

 

 

3.  **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 forthin that Fee Letter dated as of June 14, 2012 among the Borrower, the Administrative Agent and SunTrust Robinson Humphrey, Inc.,(ii) such other fees as the Borrower has previously agreed to pay the Administrative Agent or any of its affiliates in connectionwith this Amendment, (iii) reimbursement or payment of its costs and expenses incurred in connection with this Amendment or theCredit Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the AdministrativeAgent), (iv) executed counterparts to this Amendment from the Borrower and the Lenders, (v) a certificate of the Secretary orAssistant Secretary of the Borrower, (A) attaching a certificate of good standing or existence of a recent date, as may be availablefrom the Secretary of State of the jurisdiction of incorporation of the Borrower,(B) attaching and certifying resolutions of itsboard of directors authorizing the execution, delivery and performance of the Amendment, (C) certifying the name, title and truesignature of each officer of the Borrower executing the Amendment and (D) attaching and certifying copies of the articles of incorporationof the Borrower and (vi) a favorable written opinion of counsel to the Borrower, addressed to the Administrative and each of theLenders, and covering such matters relating to the Borrower, the Amendment and the transactions contemplated therein as the AdministrativeAgent shall reasonably request.

 

4.  **Representations and Warranties.** To induce the Lenders and the Administrative Agent to enter into this Amendment,the Borrower hereby represents and warrants to the Lenders and the Administrative Agent that:

 

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

 

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

 

(c)	The execution,delivery and performance by the Borrower of this Amendment and of the other Loan Documents to which it is a party (i) do not requireany consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have beenobtained or made and are in full force and effect, (ii) will not violate any Requirements of Law applicable to the Borrower orany of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (iii) will not violate or result in a defaultunder any indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or anyof its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and(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)	This Amendmenthas been duly executed and delivered for the benefit of or on behalf of the Borrower and constitutes a legal, valid and bindingobligation of the Borrower, enforceable against the Borrower in accordance with its terms except as the enforceability hereof maybe limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights and remediesin general; and

 

  

(e)	After giving effect to thisAmendment, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correctin all material respects, and no Default or Event of Default has occurred and is continuing as of the date hereof.

 

5.  **Acknowledgment of Perfection of Security Interest.**The Borrower 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 LoanDocuments are in full force and effect, are properly perfected and are enforceable in accordance with the terms of the Credit Agreementand 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 enforceableobligations of the Borrower to the Lenders and the Administrative Agent. The execution, delivery and effectiveness of this Amendmentshall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders under the CreditAgreement, nor constitute a waiver of any provision of the Credit Agreement. This Amendment shall constitute a Loan Document forall purposes of the Credit Agreement.

 

7.  **Governing Law.**

 

(a)	This Amendment shall be construedin accordance with and be governed by the law (without giving effect to the conflict of law principles thereof) of the State ofNew York.

 

(b)	The Borrower hereby irrevocablyand unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court ofthe Southern District of New York, and of any state court of the State of New York sitting in New York County and any appellatecourt from any thereof, in any action or proceeding arising out of or relating to this Amendment or any other Loan Document orthe transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each of the parties heretohereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determinedin such New York state court or, to the extent permitted by applicable law, such Federal court. Each of the parties hereto agreesthat a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit onthe judgment or in any other manner provided by law. Nothing in this Amendment or any other Loan Document shall affect any rightthat the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Amendment orany other Loan Document against the Borrower or its properties in the courts of any jurisdiction.

 

(c)	The Borrower irrevocably andunconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit, action orproceeding described in paragraph (b) of Section 10.5 of the Credit Agreement and brought in any court referred to in paragraph(b) of Section 10.5 of the Credit Agreement. Each of the parties hereto irrevocably waives, to the fullest extent permitted byapplicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

 

(d)	Each party to this Amendmentirrevocably consents to the service of process in the manner provided for notices in Section 10.1 of the Credit Agreement. Nothingin this Amendment or in any other Loan Document will affect the right of any party hereto to serve process in any other mannerpermitted by law.

 

 

8.  **No Novation.** This Amendment is not intended by the parties to be, and shall not be construed to be, a novationof 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 Agentin connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable feesand 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 heretoin any number of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemedto constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile transmission or byelectronic 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, theirrespective successors, successors-in-titles, and assigns.

 

12.   **Entire Understanding.** This Amendment sets forth the entire understanding of the parties with respect to thematters 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, by its respective authorizedofficers as of the day and year first above written.

 

**BORROWER:**

 

NGP CAPITAL RESOURCES COMPANY

 

 

By: /s/ L. Scott Biar                                              

Name: L. Scott Biar 

Title: Chief Financial Officer

 

 

 

 

 

 

 

**[SIGNATURE PAGE TO SECOND AMENDMENT]**

 

 

**LENDERS:**

 

SUNTRUST BANK, as a Lender and as

Administrative Agent

 

 

By: /s/ Andrew Johnson                                    

Name: Andrew Johnson

Title: Director

 

 

COMERICA BANK, as a Lender

 

 

By: /s/ Justin Crawford                                       

Name: Justin Crawford

Title: Senior Vice President

 

 

 

 

 

 

**[SIGNATURE PAGE TO SECOND AMENDMENT]**

 

 

**Schedule I**

 

**APPLICABLE MARGIN AND APPLICABLEPERCENTAGE**

 

**Treasury Revolving Credit Facility**