0001193125-08-054522 Sample Contracts

AMENDMENT NO. 2 TO CUSTODY AGREEMENT
Custody Agreement • March 13th, 2008 • NGP Capital Resources CO

THIS AMENDMENT NO. 2 TO CUSTODY AGREEMENT (this “Amendment No. 2”), dated as of December 19, 2007 between NGP Capital Resources Company, a Maryland corporation (the “Fund”), which has elected to be a business development company under Section 54 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and Wells Fargo Bank, N.A., a national banking association (the “Custodian”).

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AMENDMENT NO. 1 TO CUSTODY AGREEMENT
Custody Agreement • March 13th, 2008 • NGP Capital Resources CO

THIS AMENDMENT NO. 1 TO CUSTODY AGREEMENT (this “Amendment No. 1”), dated as of November 10, 2006 between NGP Capital Resources Company, a Maryland corporation (the “Fund”), which has elected to be a business development company under Section 54 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and Wells Fargo Bank, N.A., a national banking association (the “Custodian”).

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