Exhibit h.1 TORTOISE ENERGY CAPITAL CORPORATION (a Maryland Corporation) __________ Shares of Common Stock Par Value $_____ Per Share UNDERWRITING AGREEMENT Ladies and Gentlemen: Tortoise Energy Capital Corporation, a Maryland corporation (the...Underwriting Agreement • February 19th, 2008 • Tortoise Energy Capital Corp • New York
Tortoise Energy Capital 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-allotm
ARTICLE I DEFINITIONSCustody Agreement • September 2nd, 2005 • Tortoise Energy Capital Corp • Ohio
Exhibit h.4 PURCHASE AGREEMENT Tortoise Energy Capital Corporation 10801 Mastin Boulevard, Suite 222 Overland Park, Kansas 66210 Ladies and Gentlemen: The undersigned entities set forth on Schedule I hereto (each an "Investor"), hereby confirm and...Purchase Agreement • February 19th, 2008 • Tortoise Energy Capital Corp • New York
CREDIT AGREEMENT dated as of December 5, 2005 between TORTOISE ENERGY CAPITAL CORPORATION and U.S. BANK NATIONAL ASSOCIATION $50,000,000 Revolving Credit Facility CREDIT AGREEMENT This Credit Agreement is made as of December 5, 2005 by and between...Credit Agreement • March 6th, 2007 • Tortoise Energy Capital Corp • Kansas
EXHIBIT h.1 AUCTION RATE SENIOR NOTES $[AGGREGATE A] SERIES A, DUE OCTOBER __, 2045 $[AGGREGATE B] SERIES B, DUE OCTOBER __, 2045 ($25,000 DENOMINATIONS) TORTOISE ENERGY CAPITAL CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • October 12th, 2005 • Tortoise Energy Capital Corp • New York
EXHIBIT K.7 CREDIT AGREEMENT dated as of October 18, 2005Credit Agreement • November 8th, 2005 • Tortoise Energy Capital Corp • Kansas
Exhibit k.7 BROKER-DEALER AGREEMENT This Broker-Dealer Agreement dated as of ____________, is between The Bank of New York (the "Auction Agent") (not in its individual capacity, but solely as agent of Tortoise Energy Capital Corporation (the...Broker-Dealer Agreement • February 19th, 2008 • Tortoise Energy Capital Corp • New York
CREDIT AGREEMENT dated as of December 5, 2005 between TORTOISE ENERGY CAPITAL CORPORATION and U.S. BANK NATIONAL ASSOCIATION ----------------------------------------------------------------------------- $50,000,000 Revolving Credit Facility...Credit Agreement • January 11th, 2006 • Tortoise Energy Capital Corp • Kansas
EXHIBIT g.1 INVESTMENT ADVISORY AGREEMENT AGREEMENT made as of this 1st day of May, 2005 by and between Tortoise Energy Capital Corporation, a Maryland corporation having its principal place of business in Overland Park, Kansas (the "Company"), and...Investment Advisory Agreement • November 8th, 2005 • Tortoise Energy Capital Corp • Delaware
SERIES __ MONEY MARKET CUMULATIVE PREFERRED (MMP(R)) SHARES TORTOISE ENERGY CAPITAL CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • March 6th, 2007 • Tortoise Energy Capital Corp • New York
TORTOISE ENERGY CAPITAL CORPORATION (a Maryland Corporation) ____________ Shares of Common Stock Par Value $.001 Per Share UNDERWRITING AGREEMENT Ladies and Gentlemen: Tortoise Energy Captial Corporation, a Maryland corporation (the "FUND"), and the...Underwriting Agreement • March 6th, 2007 • Tortoise Energy Capital Corp • Missouri
Tortoise Energy Captial Corporation, a Maryland corporation (the "FUND"), and the Fund's investment adviser, Tortoise Capital Advisors, LLC, a __________ 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 ____________________ 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 $.001 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-allotm
EXHIBIT K.11 REVOLVING CREDIT NOTERevolving Credit Note • November 8th, 2005 • Tortoise Energy Capital Corp
This Revolving Credit Note (the "Note") is the Revolving Credit Note referred to in, is issued pursuant to, and is subject to the terms and conditions of, the Credit Agreement, dated as of or on or about October 18, 2005, between the Borrower and the Bank, as the same may be amended, renewed, restated, replaced, consolidated or otherwise modified from time to time (the "Credit Agreement"). To the extent of any direct conflict between the terms and conditions of this Note and the terms and conditions of the Credit Agreement, the terms and conditions of the Credit Agreement shall prevail and govern. Capitalized terms used and not defined in this Note have the meanings given to them in the Credit Agreement.
Exhibit k.6 FUND ACCOUNTING SERVICING AGREEMENT THIS AGREEMENT is made and entered into as of this 31st day of May, 2005, by and between, TORTOISE ENERGY CAPITAL CORPORATION, a Maryland corporation (the "Company" or "Fund") and U.S. BANCORP FUND...Fund Accounting Servicing Agreement • September 2nd, 2005 • Tortoise Energy Capital Corp • Wisconsin
AUCTION AGENCY AGREEMENT dated as of ________________ relating to the SERIES ___ MONEY MARKET CUMULATIVE PREFERRED(R) SHARES THE BANK OF NEW YORK as Auction Agent AUCTION AGENCY AGREEMENT This Auction Agency Agreement (this "Agreement"), dated as of...Auction Agency Agreement • February 19th, 2008 • Tortoise Energy Capital Corp • New York
Exhibit K12 THIRD AMENDMENT TO CREDIT AGREEMENT This Third Amendment to Credit Agreement (the "Amendment") is made as of March 21, 2008, by and among TORTOISE ENERGY CAPITAL CORPORATION, a Maryland corporation (the "Borrower"); U.S. BANK NATIONAL...Credit Agreement • April 10th, 2008 • Tortoise Energy Capital Corp
Exhibit k.10 FIRST AMENDMENT TO CREDIT AGREEMENT This First Amendment to Credit Agreement (the "Amendment") is made as of May __, 2007, by and among TORTOISE ENERGY CAPITAL CORPORATION, a Maryland corporation (the "Borrower"); U.S. BANK NATIONAL...Credit Agreement • February 19th, 2008 • Tortoise Energy Capital Corp
Exhibit k.11 SECOND AMENDMENT TO CREDIT AGREEMENT This Second Amendment to Credit Agreement (the "Amendment") is made as of October __, 2007, by and among TORTOISE ENERGY CAPITAL CORPORATION, a Maryland corporation (the "Borrower"); U.S. BANK NATIONAL...Credit Agreement • February 19th, 2008 • Tortoise Energy Capital Corp
Exhibit k.5 FUND ADMINISTRATION SERVICING AGREEMENT THIS AGREEMENT is made and entered into as of this 31st day of May, 2005, by and between TORTOISE ENERGY CAPITAL CORPORATION, a Maryland corporation (the "Company" or "Fund") and U.S. BANCORP FUND...Fund Administration Servicing Agreement • September 2nd, 2005 • Tortoise Energy Capital Corp • Wisconsin
TORTOISE ENERGY CAPITAL CORPORATION FORM OF PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 19th, 2008 • Tortoise Energy Capital Corp • New York
Tortoise Energy Capital Corporation, a Maryland corporation (the "FUND"), proposes to sell shares of common stock, par value $0.001 per share, of the Fund (the "SHARES"), directly to certain investors (the "INVESTORS"). The Fund and Tortoise Capital Advisors, LLC (the "ADVISER") desire to engage [Placement Agent] as the placement agent (the "PLACEMENT AGENT") in connection with such issuance and sale. The Shares are more fully described in the Registration Statement (as hereinafter defined).
Exhibit k.4 STOCK TRANSFER AGENCY AGREEMENT This STOCK TRANSFER AGENCY AGREEMENT (the "Agreement"), effective as of May 10 (the "Effective Date"), is between Tortoise MLP Investment Corporation (the "Company"), a Maryland corporation, with its...Stock Transfer Agency Agreement • September 2nd, 2005 • Tortoise Energy Capital Corp • Illinois
TORTOISE ENERGY CAPITAL CORPORATION, as Issuer and THE BANK OF NEW YORK as TrusteeIndenture of Trust • October 12th, 2005 • Tortoise Energy Capital Corp • New York
--------------------------------------- Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture. Attention should also be directed to Section 318(c) of the Trust Indenture Act of 1939, as amended, which provides that the provisions of Section 310 to and including 317 of the 1939 Act are a part of and govern every qualified indenture, whether or not physically contained therein. ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION........................................1 Section 1.1 Definitions.......................................................................1 Section 1.2 Compliance Certificates and Opinions..............................................5 Section 1.3 Form of Documents Delivered to Trustee............................................6 Section 1.4 Acts of Holders; Record Dates.....................................................6 Section 1.5 Notices, Etc., to Trustee and Issuer..................................
Exhibit h.1 AUCTION RATE SENIOR NOTES $__________ [SERIES __], DUE _____ ($_____ DENOMINATIONS) TORTOISE ENERGY CAPITAL CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • September 2nd, 2005 • Tortoise Energy Capital Corp • New York
TORTOISE ENERGY CAPITAL CORPORATION (a Maryland Corporation) 5,000,000 Shares of Series C Mandatory Redeemable Preferred Shares Par Value $10.00 Per Share UNDERWRITING AGREEMENT April 12, 2012Underwriting Agreement • April 13th, 2012 • Tortoise Energy Capital Corp • New York
CUSIP:Security Agreement • October 12th, 2005 • Tortoise Energy Capital Corp
Exhibit h.3 AUCTION RATE SENIOR NOTES $____________ SERIES __, DUE ________________ ($25,000 DENOMINATIONS) TORTOISE ENERGY CAPITAL CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • February 19th, 2008 • Tortoise Energy Capital Corp • New York
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • October 28th, 2011 • Tortoise Energy Capital Corp • Delaware
AGREEMENT made as of this 15th day of September, 2009 by and between Tortoise Energy Capital Corporation, a Maryland corporation having its principal place of business in Leawood, Kansas (the “Company”), and Tortoise Capital Advisors, L.L.C., a Delaware limited liability company having its principal place of business in Leawood, Kansas (the “Adviser”).
Exhibit d.3 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...Indenture • February 19th, 2008 • Tortoise Energy Capital Corp
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.
1,226,995 Shares of Common Stock Par Value $0.001 Per Share of TORTOISE ENERGY CAPITAL CORPORATION PLACEMENT AGENCY AGREEMENT January 5, 2010Placement Agency Agreement • January 6th, 2010 • Tortoise Energy Capital Corp • New York
Tortoise Energy Capital Corporation, a Maryland corporation (the “FUND”), proposes to sell shares of common stock, par value $0.001 per share, of the Fund (the “SHARES”), directly to certain investors (the “INVESTORS”). The Fund and Tortoise Capital Advisors, LLC (the “ADVISER”) desire to engage Stifel, Nicolaus & Company, Incorporated as the placement agent (the “PLACEMENT AGENT”) in connection with such issuance and sale. The Shares are more fully described in the Registration Statement (as hereinafter defined).
TORTOISE ENERGY CAPITAL CORPORATION COMMON STOCK ($0.001 PAR VALUE) CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT August 3, 2009Sales Agreement • August 3rd, 2009 • Tortoise Energy Capital Corp • New York
Tortoise Energy Capital Corporation, a Maryland corporation (the “Fund”), and the Fund’s investment adviser, Tortoise Capital Advisors, LLC, a Delaware limited liability company (the “Adviser”), each confirm their agreement (this “Agreement”) with Cantor Fitzgerald & Co. (“CF&Co” or the “Agent”), as follows:
Exhibit g.1 INVESTMENT ADVISORY AGREEMENT AGREEMENT made as of this 1st day of May, 2005 by and between Tortoise MLP Investment Corporation, a Maryland corporation having its principal place of business in Overland Park, Kansas (the "Company"), and...Investment Advisory Agreement • October 12th, 2005 • Tortoise Energy Capital Corp • Delaware
TORTOISE ENERGY CAPITAL CORPORATION CREDIT AGREEMENT Dated as of March 22, 2007 U.S. BANK NATIONAL ASSOCIATION, as AgentCredit Agreement • March 30th, 2007 • Tortoise Energy Capital Corp • Kansas
This Credit Agreement (the “Agreement”) is made as of March 22, 2007, by and among TORTOISE ENERGY CAPITAL CORPORATION, a Maryland corporation (the “Borrower”); U.S. BANK NATIONAL ASSOCIATION, a national banking association, FIFTH THIRD BANK, a Michigan banking corporation, THE BANK OF NOVA SCOTIA, COMERICA BANK, and each other lender from time to time identified as having a Commitment on Exhibit A hereto and who becomes a party hereto (each a “Bank” and, collectively, the “Banks”); U.S. BANK NATIONAL ASSOCIATION, a national banking association, as the lender for Swingline Loans (in such capacity, the “Swingline Lender”); U.S. BANK NATIONAL ASSOCIATION, a national banking association, as agent for the Banks hereunder (in such capacity, the “Agent”); and as lead arranger hereunder (in such capacity, the “Lead Arranger”).
Exhibit h.2 SERIES ___ MONEY MARKET CUMULATIVE PREFERRED (MMP(R)) SHARES TORTOISE ENERGY CAPITAL CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • February 19th, 2008 • Tortoise Energy Capital Corp • New York
TENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 30th, 2013 • Tortoise Energy Capital Corp • Nova Scotia
This Tenth Amendment to Credit Agreement (the “Amendment”) is made as of May , 2013, by and among TORTOISE ENERGY CAPITAL CORPORATION, a Maryland corporation (the “Borrower”); U.S. BANK NATIONAL ASSOCIATION, a national banking association, BANK OF AMERICA, N.A., and THE BANK OF NOVA SCOTIA (each a “Bank” and, collectively, the “Banks”); and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as the lender for Swingline Loans (in such capacity, the “Swingline Lender”), as agent for the Banks hereunder (in such capacity, the “Agent”), and as lead arranger hereunder (in such capacity, the “Lead Arranger”). Capitalized terms used and not defined in this Amendment have the meanings given to them in the Credit Agreement referred to below.
Tortoise Energy Capital Corporation First Supplement to Master Note Purchase Agreement Dated as of June 17, 2008First Supplement to Master Note Purchase Agreement • November 25th, 2009 • Tortoise Energy Capital Corp • New York
This First Supplement to Master Note Purchase Agreement (the “Supplement”) is between Tortoise Energy Capital Corporation, a Maryland corporation (the “Company”), and the institutional investors named on Schedule A attached hereto (the “Purchasers”).
ADDENDUM TO STOCK TRANSFER AGENCY AGREEMENT between TORTOISE ENERGY CAPITAL CORPORATION and COMPUTERSHARE INVESTOR SERVICES, LLCStock Transfer Agency Agreement • April 21st, 2011 • Tortoise Energy Capital Corp
This Addendum to the Stock Transfer Agency Agreement is by and between Computershare Investor Services, LLC (“Computershare”), (the “Transfer Agent”) and Tortoise Energy Capital Corporation (the “Company”), and amends that certain form of agreement entitled Stock Transfer Agency Agreement (the “Agreement”) by and between the Company and the Transfer Agent executed on May 10, 2005 (“Effective Date”), This Addendum is an integral part of the Agreement. Except as to those portions of the Agreement which are modified by this Addendum, the terms and conditions of the Agreement shall continue in full force and effect.
