TORTOISE ENERGY INFRASTRUCTURE CORPORATION (a Maryland Corporation) __________ Shares of Common Stock Par Value $_____ Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • September 14th, 2007 • Tortoise Energy Infrastructure Corp • New York
Tortoise Energy Infrastructure Corporation, a Maryland corporation (the “FUND”), and the Fund’s investment adviser, Tortoise Capital Advisors, LLC, a Delaware limited liability company (the “ADVISER”), each confirms its agreement with _______________, ____________ and each of the other Underwriters named in Schedule A hereto (collectively, the “UNDERWRITERS”), for whom ____________ and ___________ are acting as representatives (in such capacity, the “REPRESENTATIVES”), with respect to the issue and sale by the Fund and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of common stock, par value $____ per share, of the Fund (“COMMON SHARES”) set forth in Schedule A hereof (collectively, the “PRIMARY SHARES”), and with respect to the grant by the Fund to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of _______ additional Common Shares to cover over-allotme
AUCTION RATE SENIOR NOTESUnderwriting Agreement • September 14th, 2007 • Tortoise Energy Infrastructure Corp • New York
Tortoise Energy Infrastructure Corporation, a Maryland corporation (the “Company”), proposes to, subject to the terms and conditions stated herein, issue and sell to the Underwriters named in Schedule I hereto (each an “Underwriter” and, together the “Underwriters”) for whom you are acting as representative (the “Representative”) $_________ aggregate principal amount of auction rate senior notes Series __, due ____, ____ (the “Tortoise Notes”). The Tortoise Notes will be issued pursuant to the provisions of an indenture (the “Base Indenture”) dated as of _______________ between the Company and [Trustee], as trustee (the “Trustee”), and a supplemental indenture between the Company and the Trustee, dated ___________ (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Company and the Company’s investment adviser, Tortoise Capital Advisors, LLC, a Delaware limited liability company (the “Investment Adviser”), each wishes to confirm its agreement conce
FORM OF SUPPLEMENTAL INDENTURE OF TRUST by and between TORTOISE ENERGY INFRASTRUCTURE CORPORATION, as Issuer and BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee Authorizing the Issuance of $_______ aggregate principal amount Auction Rate Senior Notes...Supplemental Indenture of Trust • September 14th, 2007 • Tortoise Energy Infrastructure Corp
THIS SUPPLEMENTAL INDENTURE OF TRUST (this “Supplemental Indenture”) dated as of ___ __, ____, is by and between TORTOISE ENERGY INFRASTRUCTURE CORPORATION, a Maryland corporation (the “Issuer”) and BANK OF NEW YORK TRUST COMPANY, N.A., an Illinois trust company (together with its successors, the “Trustee”) as successor trustee hereunder (all capitalized terms used in these preambles, recitals and granting clauses shall have the same meanings assigned thereto in Article I hereof);
BROKER-DEALER AGREEMENTBroker-Dealer Agreement • September 14th, 2007 • Tortoise Energy Infrastructure Corp • New York
We are a Broker-Dealer for _______________ (the [“Purchaser”] [“Seller”]), which [purchased] [sold] _____ MMP Shares of ____________________ in the Auction held on ____________________ from the [seller] [purchaser] of such MMP Shares.
ContractTortoise Energy Infrastructure Corp • September 14th, 2007
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
BROKER-DEALER AGREEMENTBroker-Dealer Agreement • September 14th, 2007 • Tortoise Energy Infrastructure Corp • New York
We are a Broker-Dealer for _____________________ (the “Purchaser”), which purchased _____ Tortoise Notes, Series _____ of ____________________________________ in the Auction held on ____________________ from the seller of such Tortoise Notes.
TORTOISE ENERGY INFRASTRUCTURE CORPORATION AUCTION AGENCY AGREEMENT dated as of __________, ____ relating to the AUCTION RATE SENIOR NOTES $__________ SERIES __, DUE __________ [Auction Agent] as Auction AgentAuction Agency Agreement • September 14th, 2007 • Tortoise Energy Infrastructure Corp • New York
This Auction Agency Agreement (this “Agreement”), dated as of __________, ____, is between Tortoise Energy Infrastructure Corporation (the “Company”) and [Auction Agent].
TORTOISE ENERGY INFRASTRUCTURE CORPORATION AUCTION AGENCY AGREEMENT dated as of _________ __, ____ relating to the SERIES __ MONEY MARKET CUMULATIVE PREFERRED® SHARES [Auction Agent] as Auction AgentAuction Agency Agreement • September 14th, 2007 • Tortoise Energy Infrastructure Corp • New York
This Auction Agency Agreement (this “Agreement”), dated as of ________ __, ____, is between Tortoise Energy Infrastructure Corporation (the “Company”) and [Auction Agent].
SERIES __ MONEY MARKET CUMULATIVE PREFERRED (MMP®) SHARES TORTOISE ENERGY INFRASTRUCTURE CORPORATION UNDERWRITING AGREEMENTTransfer Agency Agreement • September 14th, 2007 • Tortoise Energy Infrastructure Corp • New York
Tortoise Energy Infrastructure Corporation, a Maryland corporation (the “Company”), proposes to, subject to the terms and conditions stated herein, issue and sell to the Underwriters named in Schedule I hereto (each an “Underwriter” and, together the “Underwriters”) for whom you are acting as representative (the “Representative”) _____ shares of its Series __ Money Market Cumulative Preferred (MMP®) Shares, $25,000 liquidation preference per share (the “MMP Shares”). The Company and the Company’s investment adviser, Tortoise Capital Advisors, LLC, a Delaware limited liability company (the “Investment Adviser”), each wishes to confirm its agreement concerning the purchase of the MMP Shares from the Company by the Underwriters.
