SECOND AMENDMENT AGREEMENT
SECOND AMENDMENT AGREEMENT ("AMENDMENT") dated as of August 28,2014 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"), (as amended from time to time, 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:
I. AMENDMENT TO SECTION 1 OF THE AGREEMENT ("DEFINITIONS")
(a) The following definitions are hereby added to Section I of the
Agreement:
(i) ""SECOND FIXED RATE FINANCING AMOUNT" means an amount of cash
financing provided by PBL to Customer equal to $39,750,000
with a Fixed Rate Period duration often (10) years and an
interest rate equal to the Second H)-Year Fixed Rate as set
forth in Appendix B attached hereto."
(ii) ""INITIAL FIXED RATE FINANCING AMOUNT" means an amount of cash
financing provided by PBL to Customer equal to $39,000,000
with a Fixed Rate Period duration often (10) years and an
interest rate equal to the Initial 10-Year Fixed Rate as set
forth in Appendix B attached hereto."
(b) The relevant definitions in Section 1 of the Agreement are hereby
replaced as follows:
(i) ""FIXED RATE FINANCING AMOUNT" means the Initial Fixed Rate
Financing Amount and the Second Fixed Rate Financing Amount,
individually or collectively, as applicable. Each of the
Initial Fixed Rate Financing Amount and the Second Fixed Rate
Financing Amount shall be deemed to be a separate Borrowing
for the purposes of determining interest payments pursuant to
Section 5 below."
(ii) ""FIXED RATE PERIOD" means the period commencing on the
relevant Fixing Date and expiring on the tenth anniversary of
such Fixing Date, as adjusted, if necessary, in accordance
with the Modified Following Business Day Convention, unless
the parties agree in writing to amend or extend the term of
the relevant Fixed Rate Period (the "FIXED RATE PERIOD END
DATE")."
(iii) ""FIXING DATE" means (i) with respect to the Initial Fixed
Rate Financing Amount, May 12, 2014 (the "INITIAL FIXING
DATE") and (ii) with respect to the Second Fixed Rate
Financing Amount, August 28, 2014 (the "SECOND FIXING DATE")."
(iv) ""INITIAL FLOATING RATE FINANCING AMOUNT" means $101,250,000."
2. AMENDMENT TO SECTION 2 OF THE AGREEMENT ("BORROWINGS")
(a} Section 2(a) of the Agreement is hereby deleted in its entirety and
replaced with:
""(a) On the Second Fixing Date, PBL shall (i) lend funds to
Customer equal to the Second Fixed Rate Financing Amount and (ii)
make funds available up to the Initial Floating Rate Financing
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Amount, taking into account the Outstanding Debit Floating Rate
Financing as of the Second Fixing Date. Such cash financing shall be
made available in immediately available funds."
(b) Section 2(d) of the Agreement ("Conversion of Fixed Rate Financing
Amounts to Floating Rate Financing Amounts") is hereby amended by
replacing sub-clause i with;
(i) "On the relevant Fixed Rate Period End Date, the Initial Fixed
Rate Financing Amount or Second Fixed Rate Financing Amount,
as applicable, shall be reduced to zero and the Floating Rate
Financing Amount shall be correspondingly increased by the
same amount Such increase to the Floating Rate Financing
Amount on such Fixed Rate Period End Date shall be deemed to
be a separate Borrowing for the purposes of determining
interest payments pursuant to Section 5 below."
(c) Section 2 of the Agreement is hereby amended by adding the following
clause at the end thereof:
(e) The parties agree that on the Initial Fixing Date, PBL lent
funds to Customer equal to the Initial Fixed Rate Financing
Amount and that, subject to the terms of this Agreement, such
loan shall remain in place for the applicable Fixed Rate
Period.
3. AMENDMENT TO SECTION 4 OF THE AGREEMENT ("PREPAYMENTS")
Section 4 of the Agreement is hereby amended by adding the word "relevant"
before the words "Interest Rate Hedging Transaction".
4. AMENDMENT TO SECTION 6 OF THE AGREEMENT ("SCOPE OF COMMITTED FACILITY")
Section 6(c) of the Agreement is hereby amended by adding the word
"relevant" before the words "Liquidity Premium".
5. AMENDMENT TO APPENDIX B TO THE AGREEMENT
(a) The section titled "Financing Rates" in Appendix B to the Agreement
is hereby amended by adding the following:
(i) The word "Initial" before the words "10-Year Fixed Rate"; and
(ii) the words "Second 10-Year Fixed Rate
Fixed Base Rate + Liquidity Premium, where
Fixed Base Rate + 236.38 bps
Liquidity Premium = 70 bps"
(b) The section titled "Arrangement Fee" in Appendix B to the Agreement
is hereby deleted in its entirety and replaced with:
"Customer shall pay an arrangement fee equal to the product of the
Second Fixed Rate Financing Amount and 10 bps upon execution, to be
paid on the Second Fixing Date."
(c) The first paragraph of the section titled "Breakage Fee" in Appendix
B to the Agreement is hereby amended by adding the word "relevant"
before the words "Interest Rate Hedging Transaction".
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(d) The defined tenn "Interest Rate Hedging Transaction" ls hereby
amended by adding the word "relevant" before the term "Fixed Base
Rate" therein.
6. 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.
7. 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. 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).
(The remainder of this page is intentionally left blank.)
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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 PARlBAS PRIME BROKERAGE FIRST TRUST NEW OPPORTUNITIES MIP &
INTERNATIONAL, LTD., ON BEHALF OF ENERGY FUND
ITSELF AND AS AGENT FOR THE BNPP
ENTITIES
/s/ Darren Riley /s/ James M. Dykas
---------------------------------- ----------------------------------
Name: Darren Riley Name: James M. Dykas
Title: Director Treasurer and CFO
28.8.2014
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