KAYNE ANDERSON MLP INVESTMENT COMPANY SECOND AMENDMENT AGREEMENT DATED AS OF FEBRUARY 25, 2011 RELATING TO CREDIT AGREEMENT ORIGINALLY DATED AS OF JUNE 26, 2009 $150,000,000 Credit Facility JPMORGAN CHASE BANK, N.A. as Administrative Agent J. P....

Exhibit (k)(8)

XXXXX XXXXXXXX MLP INVESTMENT COMPANY

SECOND AMENDMENT AGREEMENT
DATED AS OF FEBRUARY 25, 2011
RELATING TO

CREDIT AGREEMENT
ORIGINALLY DATED AS OF JUNE 26, 2009

$150,000,000 Credit Facility

JPMORGAN CHASE BANK, N.A.
as Administrative Agent

X. X. XXXXXX SECURITIES INC.,
Lead Arranger and Bookrunner

and

THE SEVERAL BANKS FROM
TIME TO TIME PARTIES HERETO

     THIS SECOND AMENDMENT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Second Amendment”), dated as of February 25, 2011, among (i) XXXXX XXXXXXXX MLP INVESTMENT COMPANY, a Maryland corporation, registered as a closed-end management investment company under the Investment Company Act of 1940, as amended (the “Borrower”); (ii) the several banks and other financial institutions from time to time parties to this Agreement (the “Lenders”) and (iii) JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent for the Lenders hereunder (the “Administrative Agent”), witnesseth:

     WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to a Credit Agreement originally dated as of June 26, 2009 (as such Credit Agreement has been and may be terminated, replaced and restated, amended, supplemented or otherwise modified from time to time as so amended, supplemented or waived, including without limitation by the Accession Agreement dated as of July 1, 2009 among Citibank, N.A., Borrower, the Lenders and the Administrative Agent, the Consent and Waiver dated as of October 13, 2009 among the Borrower, the Lenders and the Administrative Agent, the Consent and Waiver dated as of April 14, 2010 among the Borrower, the Lenders and the Administrative Agent as amended and restated by the Amended and Restated Consent and Waiver dated as of April 14, 2010 among the Borrower, the Lenders and the Administrative Agent, the Termination, Replacement and Restatement Agreement dated as of June 11, 2010 and the First Amendment dated as of October 25, 2010 among the Borrower, the Lenders and the Administrative Agent (collectively, the “Credit Agreement”); and

     WHEREAS, the parties to the Credit Agreement are willing, subject to the terms and conditions of this Second Amendment, to amend the Credit Agreement as provided herein;

     NOW, THEREFORE, in consideration of the mutual agreements contained in this Second Amendment and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Amendment.

     A. Subject to the conditions set forth in Section 3 hereof, Section 1 (Defined Terms) of the Credit Agreement is hereby amended so that the following definitions are either added in alphabetical order or, as applicable, amended and restated to read in their entirety as stated below:

     “Aggregate Commitment”: the total of all Commitments of all Lenders, as may be reduced or increased from time to time in the accordance with the terms of this Agreement. On the Second Amendment Effective Date, the Aggregate Commitment shall be equal to $150,000,000.

     “Second Amendment”: the Second Amendment, dated as of February 25, 2011, among the Borrower, the Lenders and the Administrative Agent.

     “Second Amendment Effective Date”: shall have the meaning given in the Second Amendment.

     B. Section 2.1(c) is hereby amended to read in its entirety as follows: “Intentionally Omitted”.

     C. Schedule I of the Credit Agreement is hereby amended by deleting such schedule in its entirety and inserting in lieu thereof Schedule I to this Second Amendment.

Section 2. Representations and Warranties.

     To induce the Administrative Agent and the Lenders to enter into this Second Amendment and to make the Loans (as defined in the Credit Agreement), the Borrower hereby represents and warrants to the Administrative Agent and each Lender as follows:

     (a) This Second Amendment has been duly authorized and executed and delivered by it, and constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

     (b) The representations and warranties set forth in Section 3 of the Credit Agreement are true and correct in all material respects on the date hereof, before and after giving effect to this Second Amendment, with the same effect as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date.

     (c) Before and after giving effect to this Second Amendment, no Default or Event of Default has occurred and is continuing.

Section 3. Conditions to Effectiveness.

     This Second Amendment shall become effective as of the date hereof (the “Second Amendment Effective Date”) upon the occurrence of the following conditions precedent:

     (a) The Administrative Agent shall have received counterparts of this Second Amendment which, when taken together, bear the signatures of all the parties hereto.

     (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of counsel for the Borrower referring to this Second Amendment and the Credit Agreement, (i) dated the date hereof, (ii) addressed to the Administrative Agent and the Lenders, and (iii) covering such other matters relating to this Second Amendment and the transactions hereunder and under the Credit Agreement as the Administrative Agent or its counsel shall reasonably request, and the Borrower hereby instructs its counsel to deliver such opinion.

     (c) All legal matters incident to this Second Amendment, the Credit Agreement and the borrowings and extensions of credit thereunder shall be satisfactory to the Lenders and to Xxxxx Xxxxxxx LLP, counsel for the Administrative Agent.

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     (d) The Administrative Agent shall have received on the date hereof:

     (i) a certificate of the Secretary, Assistant Secretary, Chief Financial Officer, Treasurer or Assistant Treasurer of the Borrower dated the date hereof and certifying that attached thereto are true and correct copies of the following: (A) resolutions duly adopted by the Board of Directors of the Borrower authorizing this Second Amendment and the execution, delivery and performance of this Second Amendment and the borrowings under the Credit Agreement, and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect; (B) any amendments since October 25, 2010 to Borrower’s Articles of Incorporation; (C) any amendments since October 25, 2010 to Borrower’s By-laws; and (D) any amendments since October 25, 2010 to Borrower’s Investment Management or Advisory Agreements, Custody Agreements, Administration Agreements, and Transfer Agency Agreements;

     (ii) a certificate of the Secretary or Assistant Secretary of Borrower dated the date hereof and certifying as to the incumbency and specimen signature of each officer executing this Second Amendment or any other document delivered in connection herewith on behalf of Borrower; and

     (iii) such other documents as the Lenders or counsel for the Administrative Agent may reasonably request.

     (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the date hereof, including, to the extent invoiced, reimbursement or payment of all out-of pocket expenses required to be reimbursed or paid by the Borrower hereunder.

Section 4. Applicable Law.

     THIS SECOND AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

Section 5. Counterparts.

     This Second Amendment may be executed in two or more counterparts (including by fax or pdf transmission), each of which shall constitute an original but all of which when taken together shall constitute but one contract.

Section 6. Expenses.

     The Borrower agrees to reimburse the Administrative Agent for the Administrative Agent’s out-of-pocket expenses in connection with this Second Amendment not yet paid pursuant to Section 3(e) hereof, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent.

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     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed by their respective authorized officers as of the day and year first written above.

	JPMORGAN CHASE BANK, N.A.,        as Administrative Agent and as a Lender
	By:	/s/ Xxxxxx Xxxx
		Name:	Xxxxxx Xxxx
		Title:	Executive Director
	XXXXX XXXXXXXX MLP INVESTMENT COMPANY
	By:	/s/ Xxxxx X. Xxxx
		Name:	Xxxxx X. Xxxx
		Title:	Chief Financial Officer

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XXXXX XXXXXXXX MLP INVESTMENT COMPANY
SECOND AMENDMENT FEBRUARY 2011
SIGNATURE PAGE

	BANK OF AMERICA, N.A.
	By:	/s/ Xxxxx Xxxxxxxxx
		Name:
		Title:

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XXXXX XXXXXXXX MLP INVESTMENT COMPANY
SECOND AMENDMENT FEBRUARY 2011
SIGNATURE PAGE

	UBS AG, STAMFORD BRANCH
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Associate Director
	By:	/s/ Xxxxx Xxxxxx-Xxxxxx
		Name:	Xxxxx Xxxxxx-Xxxxxx
		Title:	Director

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XXXXX XXXXXXXX MLP INVESTMENT COMPANY
SECOND AMENDMENT FEBRUARY 2011
SIGNATURE PAGE

	CITIBANK, N.A.
	By:	/s/ Xxxx X. Xxxxxx
		Name:	Xxxx X. Xxxxxx
		Title:	Vice President

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XXXXX XXXXXXXX MLP INVESTMENT COMPANY
SECOND AMENDMENT FEBRUARY 2011
SIGNATURE PAGE

	ROYAL BANK OF CANADA
	By:	/s/ Xxx Xxxxxxxx
		Name:	Xxx Xxxxxxxx
		Title:	Authorized Signatory

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XXXXX XXXXXXXX MLP INVESTMENT COMPANY
SECOND AMENDMENT FEBRUARY 2011
SIGNATURE PAGE

	XXXXX FARGO BANK, N.A.
	By:	/s/ Xxxx Xxxxxxx
		Name:	Xxxx Xxxxxxx
		Title:	Director

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SCHEDULE I

COMMITMENTS, ADDRESSES, ETC.

Name and Address of Lender			Amount of Commitment
JPMORGAN CHASE BANK, N.A.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attn: Xx. Xxxxxx Xxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
E-mail: Xxxxxx.Xxxx@xxxxxxxx.xxx		$	30,750,000
BANK OF AMERICA, N.A.
00000 Xxxxxxx Xxxx. Xxxxx 000
Xxxxxxxx Xxxxx, XX 00000
Attn: Xxxxx X. Xxxxxx
Xxxxxx Xxxxx
Tel.: (000) 000-0000
Fax: (000) 000-0000
Email: Xxxxx.x.xxxxxx@xxxx.xxx
xxxxxx.xxxxx@xxxx.xxx		$	28,125,000
UBS AG, Stamford Branch
000 Xxxxxxxxxx Xxxx.
Xxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxx
Tel: 000 000 0000
Fax: 000 000 0000
Email: xxxxx.xxxxxx@xxx.xxx		$	28,125,000
CITIBANK, N.A.
000 Xxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn. Xxxx Xxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
E-Mail: xxxx.x.xxxxx@xxxx.xxx		$	28,125,000
XXXXX FARGO BANK, N.A.
0000 Xxxxxxxxx
0xx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxx Xxxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
E-Mail: Xxxx.X.Xxxxxxx@XxxxxXxxxx.xxx		$	22,500,000
ROYAL BANK OF CANADA
Three World Financial Center
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attn: Xxx Xxxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
E-Mail: xxx.xxxxxxxx@xxxxx.xxx		$	12,375,000
TOTAL		$	150,000,000

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