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/ M. Andrews Yeo                        /s/ Mark R. Bradley
-----------------------------------       -----------------------------------
Name: M. Andrews Yeo                      Name: Mark R. Bradley
Title: Managing Director                  Title: President and CEO





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