AMENDMENT AGREEMENT
AMENDMENT AGREEMENT ("Amendment") dated as of March 2, 2010 to the Committed
Facility Agreement dated January 23, 2009 between BNP Paribas Prime Brokerage,
Inc. ("BNPP PB, Inc.") and Energy Income and Growth Fund ("Customer")
WHEREAS, BNPP PB, Inc. and Customer previously entered into a Committed Facility
Agreement dated as of January 23, 2009 (the "Agreement");
WHEREAS, the parties hereto desire to increase the Maximum Commitment Financing
(as defined in the Agreement) and 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 "Maximum Commitment Financing" Definition
Section 1(h) of the Agreement is hereby amended by replacing the number
"$60,000,000" currently appearing therein with the number
"70,000,000.00".
2. Arrangement Fee applicable to increase in Maximum Commitment Financing
Customer shall pay a fee equal to the product of $10,000,000.00 USD and
25 basis points, to be paid in six equal installments on the last
Business Day of each of the first six calendar months following the
date of execution hereof. For the avoidance of doubt, (1) the fee
referred to in the immediately preceding sentence represents the only
arrangement fee to be paid in respect of the increased amount of
Maximum Commitment Financing (meaning that the aggregate amount of
arrangement fee payable on such increased amount shall be 25 basis
points applied thereto) and (2) the arrangement fee owed by Customer
prior to the date of this Amendment shall be calculated based on the
Maximum Commitment Financing prior to the execution of this Amendment.
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.
(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).
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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, INC. ENERGY INCOME AND GROWTH FUND
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx
Title: Chief Operating Officer Title: CFO and Treasurer
