EXECUTION COPY
SECOND AMENDMENT AGREEMENT
AMENDMENT AGREEMENT ("AMENDMENT") dated as of January 21,2015 to the Committed
Facility Agreement dated April 7, 2014 between BNP Paribas Prime Brokerage
International, Ltd. ("PBL") and First Trust New Opportunities MLP & Energy 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. AMENDMENTS TO THE AGREEMENT
(a) Section 1 of the Agreement ('Definitions') is hereby amended to add
the following sentence to the end of the definition of "Floating
Rate Financing Amount":
The Floating Rate Financing Amount may also be reduced
pursuant to Section 2(e).
(b) Section 1 of the Agreement ('Definitions') is hereby amended to add
the following sentence to the end of the definition of "Total
Facility Size":
The Total Facility Size may be reduced pursuant to Section
2(e).
(c) Section 2 of the Agreement ('Borrowings') is hereby amended by
replacing the last paragraph thereof with the following:
(e) On the occurrence of the Notice Date referred to in the last
paragraph of Section 6, (i) the Total Facility Size shall be
reduced to an amount equal to the Drawn Amount, and (ii) the
Floating Rate Financing Amount shall be reduced by an amount
equal (in nominal terms) to the reduction in the Total
Facility Size made pursuant to the foregoing clause (i).
(d) Section 6 of the Agreement ('Scope of Committed Facility') is hereby
amended by adding the following new paragraph to the end thereof:
Notwithstanding the foregoing or anything to the contrary
herein, if a Funding Event has occurred, an amount equal to
the Excess Financing Amount as of the Notice Date, if any,
which, for the avoidance of doubt, would otherwise have been
subject to the commitment described in the Agreement shall be
due and payable immediately upon demand by PBL on any day on
or after the 29th calendar day following the Notice Date;
provided that, if such 29th calendar day is not a Business
Day, then such Excess Financing Amount shall be due and
payable immediately upon demand by PBL on any day on or after
the Business Day immediately preceding such 29th calendar day
(the "RATING DECLINE TERMINATION DATE"). Upon such
termination, BNPP PB, Inc. shall pay to Customer a fee equal
to 20 bps on the Excess Financing Amount on the Rating Decline
Termination Date.
2. REPRESENTATIONS
Each party represents to the other party that all representations
contained in the Agreement are true and accurate as of the date of this
Amendment and that such representations are deemed to be given or repeated
by each party, as the case may be, on the date of this Amendment.
3. MISCELLANEOUS
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(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. 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.
(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)
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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 NEW OPPORTUNITIES MLP
INTERNATIONAL, LTD. & ENERGY FUND
/s/ ▇. ▇▇▇▇▇▇▇ ▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------- -----------------------------------
Name: ▇. ▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director Title: President and CEO
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