THIRD AMENDMENT AGREEMENT
AMENDMENT AGREEMENT ("AMENDMENT") dated as of March 18, 2016 to the Second
Amended and Restated Committed Facility Agreement dated October 8, 2013 between
BNP Paribas Prime Brokerage International, Ltd. ("PBL") and First Trust Energy
Income and Growth Fund ("CUSTOMER") (the "AGREEMENT").
WHEREAS, the parties hereto desire to amend the Agreement as provided herein.
NOW THEREFORE, in consideration of the mutual agreements provided herein, the
parties agree to amend the Agreement as follows:
1. AMENDMENT TO SECTION 1 "FUNDING EVENT" DEFINITION
The parties agree to amend the definition of "Funding Event" in Section 1
of the Agreement to replace the beginning date of the period specified
therein with the date of this Amendment.
2. MISCELLANEOUS
(a) DEFINITIONS. Capitalized terms used in this Amendment and not
otherwise defined herein shall have the meanings specified for such
terms in the Agreement.
(b) ENTIRE AGREEMENT. The Agreement as amended and supplemented by this
Amendment constitutes the entire agreement and understanding of the
parties with respect to its subject matter and supersedes all oral
communications and prior writings (except as otherwise provided
herein) with respect thereto. Except as expressly set forth herein,
the terms and conditions of the Agreement remain in full force and
effect.
(c) COUNTERPARTS. This Amendment may be executed and delivered in
counterparts (including by facsimile transmission), each of which
will be deemed an original.
(d) HEADINGS. The headings used in this Amendment are for convenience of
reference only and are not to affect the construction of or to be
taken into consideration in interpreting this Amendment.
(e) GOVERNING LAW. This Amendment will be governed by and construed in
accordance with the laws of the State of New York (without reference
to choice of law doctrine).
(Signature page follows)
IN WITNESS WHEREOF the parties have executed this Amendment with effect from the
first date specified on the first page of this Amendment.
BNP PARIBAS PRIME BROKERAGE FIRST TRUST ENERGY INCOME AND
INTERNATIONAL, LTD. GROWTH FUND
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director Title: President and CEO