AMENDMENT AGREEMENT

                              AMENDMENT AGREEMENT

AMENDMENT AGREEMENT ("AMENDMENT") dated as of May 12, 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"), (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 OF THE AGREEMENT ("DEFINITIONS")

      The relevant definitions in Section 1 of the Agreement are hereby replaced
      as follows:

      (i)   ""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 of ten (10) years and an interest rate equal to the
            10-Year Fixed Rate as set forth in Appendix B attached hereto."


      (ii)  ""FIXING DATE" means May 12, 2014."

      (iii) "FUNDING EVENT" means on any day, (the "Rating Decline Date of
            Determination") BNP Paribas' long-term credit rating has declined to
            a level three or more notches below its highest rating by any of
            Standard & Poor's Ratings Services, Xxxxx'x Investor Service, Inc.
            or Fitch Ratings, Ltd. during the period beginning on and including
            the date of this Agreement and ending on and including the Rating
            Decline Date of Determination.

      (iv)  ""INITIAL FLOATING RATE FINANCING AMOUNT" means $141,000,000."

      (v)   ""TOTAL FACILITY SIZE" means $180,000,000."

2.    AMENDMENT TO APPENDIX B TO THE AGREEMENT ("PRICING").

      The "Fixed Base Rate" as set forth in the section titled "Financing Rates"
      in Appendix B to the Agreement is hereby amended by replacing the words
      "[TBD on the Fixing Date]" with the words "260.88 bps".

3.    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.

4.    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.


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      (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 Jaws 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., ON BEHALF OF            & ENERGY FUND
ITSELF AND AS AGENT FOR THE BNPP
ENTITIES

 /s/ Xxxxxx Xxxxx                              /s/ Xxxxx X. Xxxxx
----------------------------------           ----------------------------------
Name: Xxxxxx Xxxxx                           Name: Xxxxx X. Xxxxx
Title: Director                              Treasurer and CFO




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