Tortoise Capital Resources Corp Sample Contracts

FORM OF OPINION OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)
Underwriting Agreement • April 12th, 2017 • CorEnergy Infrastructure Trust, Inc. • Real estate investment trusts • New York
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CORENERGY INFRASTRUCTURE TRUST, INC. AND as Trustee INDENTURE Dated as of August 12, 2019
Indenture • August 12th, 2019 • CorEnergy Infrastructure Trust, Inc. • Real estate investment trusts • New York

INDENTURE, dated as of August 12, 2019, between CorEnergy Infrastructure Trust, Inc., a Maryland corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

DEPOSIT AGREEMENT
Deposit Agreement • January 26th, 2015 • CorEnergy Infrastructure Trust, Inc. • Real estate investment trusts • New York

This DEPOSIT AGREEMENT is made and entered into as of January 27, 2015 by and among CORENERGY INFRASTRUCTURE TRUST, INC., a Maryland corporation (the “Company”), COMPUTERSHARE INC., a Delaware corporation (“Computershare”) and its wholly-owned subsidiary COMPUTERSHARE TRUST COMPANY, N.A., a nationally chartered trust company (the “Trust Company”), jointly as Depositary (as hereinafter defined), and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.

REVISED THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT CRIMSON MIDSTREAM HOLDINGS, LLC Dated: August 6, 2022
Limited Liability Company Agreement • August 11th, 2022 • CorEnergy Infrastructure Trust, Inc. • Real estate investment trusts • Delaware

Exhibit D Form of CorEnergy Infrastructure Trust, Inc. Articles Supplementary Establishing and Fixing the Rights and Preferences of Series B Redeemable Convertible Preferred Stock

MANAGEMENT AGREEMENT
Management Agreement • May 11th, 2015 • CorEnergy Infrastructure Trust, Inc. • Real estate investment trusts • Delaware

THIS MANAGEMENT AGREEMENT (this “Agreement”) is dated as of May 8, 2015, by and between CorEnergy Infrastructure Trust, Inc., a Maryland corporation (the “Company”), and Corridor InfraTrust Management, LLC, a Delaware limited liability company (the “Manager”). The effective time and date of this Agreement is 12:01 a.m. May 1, 2015.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 14th, 2024 • CorEnergy Infrastructure Trust, Inc. • Real estate investment trusts • Colorado

This Amended and Restated Employment Agreement (this “Agreement”) is entered into effective as of November __, 2023 (“Effective Date”), by and between Crimson Midstream Services, LLC., a Delaware limited liability company (the “Company”), and John Grier, individually (“Executive”).

50,000,000 REVOLVING LOAN $80,000,000 TERM LOAN AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 10th, 2021 • CorEnergy Infrastructure Trust, Inc. • Real estate investment trusts • New York

This Amended and Restated Credit Agreement, dated as of February 4, 2021 (this “Agreement”), is by and among Crimson Midstream Operating, LLC, a Delaware limited liability company (“Crimson Operating” and in its capacity as Borrower Representative pursuant to Section 2.19, “Borrower Representative”), and Corridor MoGas, Inc., a Delaware corporation (“MoGas”, and together with Crimson Operating, the “Borrowers”, and each, individually, a “Borrower”), Crimson Midstream Holdings, LLC, a Delaware limited liability company (“Holdings”), MoGas Debt Holdco LLC, a Delaware limited liability company (“MoGas HoldCo”), MoGas Pipeline, LLC, a Delaware limited liability company (“MoGas Pipeline”), CorEnergy Pipeline Company, LLC, a Delaware limited liability company (“CorEnergy Pipeline”), United Property Systems, LLC, a Delaware limited liability company (“United Property”), Crimson Pipeline, LLC, a California limited liability company (“Crimson Pipeline”), Cardinal Pipeline, L.P., a California li

SECOND AMENDED ADMINISTRATION AGREEMENT
Administration Agreement • December 1st, 2011 • Tortoise Capital Resources Corp • Investors, nec • Delaware

This Second Amended Administration Agreement (this “Agreement”) is made as of December 1, 2011 by and between Tortoise Capital Resources Corporation, a Maryland corporation (hereinafter referred to as the “Corporation”), and Tortoise Capital Advisors, L.L.C., a Delaware limited liability company (hereinafter referred to as the “Administrator”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 12th, 2021 • CorEnergy Infrastructure Trust, Inc. • Real estate investment trusts • Maryland

WHEREAS, the parties listed on Schedule A hereto (each, individually, a “Holder” and, collectively, the “Holders”) have been issued (a) shares of the following classes of securities of CorEnergy Infrastructure Trust, Inc., a Maryland corporation (“CorEnergy”), which are registered with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder (the “1934 Act”): (i) CorEnergy’s Common Stock, par value $0.001 per share (“CorEnergy Common Stock”), and (ii) depositary shares, each representing 1/100th of a whole share of CorEnergy’s 7.375% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share (“CorEnergy Series A Preferred Stock”), and (b) shares of CorEnergy’s Common Stock, par value $0.001 per share, designated as Class B Common Stock (“Class B Common Stock”). The Class B Common Stock will be convertible into shares of the following classes of CorEnergy securities: (x) CorEner

MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among CGI CRIMSON HOLDINGS, L.L.C., CRIMSON MIDSTREAM HOLDINGS, LLC, JOHN D. GRIER, AND CORENERGY INFRASTRUCTURE TRUST, INC. Dated as of February 4, 2021
Membership Interest Purchase Agreement • February 10th, 2021 • CorEnergy Infrastructure Trust, Inc. • Real estate investment trusts • Delaware

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of February 4, 2021, is entered into by and among CGI Crimson Holdings, L.L.C., a Delaware limited liability company (“Carlyle”), John D. Grier, an individual (“J. Grier”), Crimson Midstream Holdings, LLC, a Delaware limited liability company (the “Company”), and CorEnergy Infrastructure Trust, Inc., a Maryland corporation (“Parent”). Each of Carlyle, J. Grier, the Company and Parent are individually referred to herein as a “Party” and collectively as the “Parties.”

CONTRIBUTION AGREEMENT Dated as of February 4, 2021
Contribution Agreement • February 10th, 2021 • CorEnergy Infrastructure Trust, Inc. • Real estate investment trusts • Missouri

THIS CONTRIBUTION AGREEMENT (this "Agreement") is executed as of February 4, 2021 (the "Effective Date"), by and among the individuals whose names are listed as the "Contributors" on the signature page below (each, a "Contributor" and collectively, the "Contributors"), Corridor InfraTrust Management, LLC, a Delaware limited liability company (the "Manager"), and CorEnergy Infrastructure Trust, Inc., a Maryland corporation (the "REIT"). Capitalized terms used but not defined herein shall have the respective meanings set forth on Exhibit A.

REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • August 2nd, 2017 • CorEnergy Infrastructure Trust, Inc. • Real estate investment trusts • New York

THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Agreement”) is made the 8th day of July, 2015, as amended through the Second Amendment, by and among CORENERGY INFRASTRUCTURE TRUST, INC., a Maryland corporation, as borrower (“Borrower”), having its principal place of business at 1100 Walnut, Suite 3350, Kansas City, Missouri 64106, each of the parties now or hereafter signatory hereto as guarantors (collectively “Guarantors”), REGIONS BANK, a national banking association (“Regions”) and BANK OF AMERICA, N.A., (“Bank of America”) with the other lending institutions that are or may become parties hereto pursuant to §18 as lenders (“Lenders”), REGIONS BANK, as administrative agent (“Agent”) for itself and the other Lenders, REGIONS BANK, as Swing Line Lender, REGIONS BANK, as LC Issuer, BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as syndication agents, and REGIONS CAPITAL MARKETS, A DIVISION OF REGIONS BANK, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORAT

CorEnergy Infrastructure Trust, Inc.
Management Agreement • August 1st, 2019 • CorEnergy Infrastructure Trust, Inc. • Real estate investment trusts
SETTLEMENT AND MUTUAL RELEASE AGREEMENT
Settlement Agreement • February 10th, 2021 • CorEnergy Infrastructure Trust, Inc. • Real estate investment trusts • Texas

This Settlement and Release Agreement (“Agreement”) is entered into as of February 4, 2021by and among CorEnergy Infrastructure Trust, Inc., a Maryland corporation (“CORR”), Grand Isle Corridor, LP, a Delaware limited partnership (“Grand Isle”), Energy XXI GIGS Services, LLC, a Delaware limited liability company (“Energy XXI”), Energy XXI Gulf Coast, Inc., a Delaware corporation (“EGC”), and CEXXI, LLC, a Delaware limited liability company (“Cox”). Each of CORR, Grand Isle, Energy XXI, EGC and Cox are collectively referred to as the “Parties” or in the singular as a “Party.” Capitalized terms used in this Agreement but not otherwise defined in this Agreement shall have the respective meanings assigned to such terms in the GIGS Lease (as defined below).

PURCHASE AND SALE AGREEMENT BETWEEN ENERGY XXI USA, INC. AS SELLER AND GRAND ISLE CORRIDOR, LP AS BUYER AND DATED JUNE 22, 2015
Purchase and Sale Agreement • June 22nd, 2015 • CorEnergy Infrastructure Trust, Inc. • Real estate investment trusts • New York

This Purchase and Sale Agreement (this “Agreement”), is made as of June 22, 2015 (the “Effective Date”), by and between ENERGY XXI USA, INC., a Delaware corporation (“Seller”), and GRAND ISLE CORRIDOR, LP, a Delaware limited partnership (“Buyer”). Seller and Buyer may be referred to individually as a “Party” or collectively as the “Parties.”

AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • February 10th, 2021 • CorEnergy Infrastructure Trust, Inc. • Real estate investment trusts • New York

THIS AMENDED AND RESTATED SECURITY AGREEMENT, dated as of February 4, 2021 (this “Security Agreement”), is by and among Crimson Midstream Operating, LLC, a Delaware limited liability company (“Crimson Operating”), Corridor MoGas, Inc., a Delaware corporation (“Corridor MoGas” and, along with Crimson Operating, each a “Borrower” and collectively the “Borrowers”), Crimson Midstream Holdings, LLC, a Delaware limited liability company (“Holdings”), MoGas Debt Holdco LLC, a Delaware limited liability company (“MoGas Holdco”), MoGas Pipeline LLC, a Delaware limited liability company (“MoGas Pipeline”), CorEnergy Pipeline Company, LLC, a Delaware limited liability company (“CorEnergy Pipeline”), United Property Systems, LLC, a Delaware limited liability company (“United Property”), Crimson Pipeline, LLC, a California limited liability company (“Crimson Pipeline”), Cardinal Pipeline, L.P., a California limited partnership (“Cardinal Pipeline”), together with the Borrowers, Holdings, MoGas Hold

LEASE between ENERGY XXI GIGS SERVICES, LLC, as Tenant, and GRAND ISLE CORRIDOR, LP as Landlord
Lease Agreement • June 30th, 2015 • CorEnergy Infrastructure Trust, Inc. • Real estate investment trusts • Louisiana
GUARANTY
Guaranty • June 22nd, 2015 • CorEnergy Infrastructure Trust, Inc. • Real estate investment trusts

This GUARANTY (this “Guaranty”) is executed and delivered as of June 22, 2015, by Energy XXI Ltd, a Bermuda company (“Guarantor”), whose address is 1021 Main Street, Suite 2626, Houston, TX 77002, in favor of Grand Isle Corridor, LP, a Delaware limited partnership (“Buyer”).

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PURCHASE AND SALE AGREEMENT by and among LCP OREGON HOLDINGS, LLC, CORRIDOR PRIVATE HOLDINGS, INC. and ZENITH ENERGY TERMINALS HOLDINGS LLC DECEMBER 21, 2018
Purchase and Sale Agreement • December 28th, 2018 • CorEnergy Infrastructure Trust, Inc. • Real estate investment trusts • Oregon

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of December 21, 2018 (“Effective Date”), by and among LCP OREGON HOLDINGS, LLC, a Delaware limited liability company (“Seller”); ZENITH ENERGY TERMINALS HOLDINGS LLC, a Delaware limited liability company, formerly known as Arc Terminals Holdings LLC (“Purchaser”); and Corridor Private Holdings, Inc., a Delaware corporation (“CORR”).

EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • March 26th, 2010 • Tortoise Capital Resources Corp
INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 9th, 2007 • Tortoise Capital Resources Corp • Delaware

AGREEMENT made as of this 1st day of January, 2007 by and between Tortoise Capital Resources Corporation, a Maryland corporation having its principal place of business in Overland Park, Kansas (the “Company”), and Tortoise Capital Advisors, L.L.C., a Delaware limited liability company having its principal place of business in Overland Park, Kansas (the “Advisor”).

PURCHASE AGREEMENT BY AND BETWEEN LIGHTFOOT CAPITAL PARTNERS, LP INTERNATIONAL INDUSTRIES, INC. INTERNATIONAL RESOURCE PARTNERS GP LLC KAYNE ANDERSON ENERGY DEVELOPMENT COMPANY AND TORTOISE CAPITAL RESOURCES CORPORATION AND JAMES RIVER COAL COMPANY...
Purchase Agreement • April 7th, 2011 • Tortoise Capital Resources Corp • New York

This PURCHASE AGREEMENT, dated as of March 6, 2011, is entered into by and between LIGHTFOOT CAPITAL PARTNERS, LP, a Delaware limited partnership (“Lightfoot”), INTERNATIONAL INDUSTRIES, INC., a West Virginia corporation (“International Industries”), INTERNATIONAL RESOURCE PARTNERS GP LLC, a Delaware limited liability company (“IRP GP”), KAYNE ANDERSON ENERGY DEVELOPMENT COMPANY, a Maryland limited partnership (“KED”), and TORTOISE CAPITAL RESOURCES CORPORATION, a Maryland corporation, (“Tortoise”, and Lightfoot, International Industries, IRP GP and KED each, a “Seller” and collectively “Sellers”), JAMES RIVER COAL COMPANY, a Virginia corporation (“Buyer”), and IRP GP, solely to accept the duties herein as “Agent,” and in its individual capacity as a Seller.

GUARANTY
Guaranty • June 22nd, 2015 • CorEnergy Infrastructure Trust, Inc. • Real estate investment trusts

This GUARANTY (this “Guaranty”) is executed and delivered as of June 22, 2015, by CorEnergy Infrastructure Trust, Inc., a Maryland corporation (“Guarantor”), whose address is 1100 Walnut, Suite 3350, Kansas City, MO 64106, in favor of Energy XXI USA, Inc., a Delaware corporation (“Seller”).

REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • March 14th, 2016 • CorEnergy Infrastructure Trust, Inc. • Real estate investment trusts • New York

THIS FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (herein called the “Amendment”) made as of November 4, 2015 by and among CORENERGY INFRASTRUCTURE TRUST, INC., a Maryland corporation (“Borrower”), the Guarantors which are, or may become signatory to the Credit Agreement (as defined below), REGIONS BANK, as Agent, and the Lenders party hereto.

CREDIT AGREEMENT dated as of December 13, 2006 between TORTOISE CAPITAL RESOURCES CORPORATION and $15,000,000 Revolving Credit Facility
Credit Agreement • January 9th, 2007 • Tortoise Capital Resources Corp • Kansas

This Credit Agreement is made as of December 13, 2006, by and between TORTOISE CAPITAL RESOURCES CORPORATION, a Maryland corporation (the “Borrower”), with its chief executive office located at 10801 Mastin, Suite 222, Overland Park, Kansas 66210, and U.S. BANK N.A., a national banking association (the “Bank”),with an office located at 9900 West 87th Street, Overland Park, Kansas 66212.

CorEnergy Infrastructure Trust, Inc.
Management Agreement • May 2nd, 2019 • CorEnergy Infrastructure Trust, Inc. • Real estate investment trusts
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • November 25th, 2014 • CorEnergy Infrastructure Trust, Inc. • Real estate investment trusts • New York

THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (herein called the “Amendment”) made as of November 24, 2014 by and among CORENERGY INFRASTRUCTURE TRUST, INC., a Maryland corporation (“Borrower”), the Guarantors which are, or may become signatory to the Credit Agreement (as defined below), REGIONS BANK, as Swing Line Lender, LC Issuer and Agent, BANK OF AMERICA, N.A., as syndication agent, REGIONS BANK and BANK OF AMERICA, N.A., as Lenders, and REGIONS CAPITAL MARKETS, a Division of Regions Bank, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (or one of its designated affiliates), as joint lead arrangers and joint book runners.

AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • February 10th, 2021 • CorEnergy Infrastructure Trust, Inc. • Real estate investment trusts • New York

THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of February 4, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Pledge Agreement”), is executed by Crimson Midstream Operating, LLC, a Delaware limited liability company (“Crimson Operating”), Corridor MoGas, Inc., a Delaware corporation (“Corridor MoGas” and, along with Crimson Operating, each a “Borrower” and collectively the “Borrowers”), CorEnergy Infrastructure Trust, Inc., a Maryland corporation (“CorEnergy Trust”), Crimson Midstream Holdings, LLC, a Delaware limited liability company (“Holdings”), Crimson Pipeline, LLC, a California limited liability company (“Crimson Pipeline”, and together with the Borrowers, CorEnergy Trust, Holdings, and each other entity that becomes a pledgor hereunder pursuant to Section 7.11 hereof, the “Pledgors”) in favor of Wells Fargo Bank, National Association, as Administrative Agent for the ratable benefit of itself and th

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • January 9th, 2007 • Tortoise Capital Resources Corp

This Sub-Advisory Agreement (the “Agreement”) is dated as of January 1, 2007 (the “Effective Date”) and is entered into by and between Tortoise Capital Advisors, LLC, a Delaware limited liability company (“Tortoise”), and Kenmont Investments Management, L.P., a Texas limited partnership (the “Manager”).

FIRST AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • February 10th, 2021 • CorEnergy Infrastructure Trust, Inc. • Real estate investment trusts • Delaware

This First Amendment to the Management Agreement (“First Amendment”) is executed as of February 4, 2021 (the “Effective Date”) by and between CorEnergy Infrastructure Trust, Inc., a Maryland corporation (the “Company”), and Corridor InfraTrust Management, LLC, a Delaware limited liability company (the “Manager” and collectively with the Company, the “Parties”). Capitalized terms not otherwise herein defined shall have the same meaning as in that certain Management Agreement between the Parties dated May 8th, 2015 (the “Agreement”).

TORTOISE CAPITAL RESOURCES CORPORATION (a Maryland corporation) [ ] shares of Common Stock PURCHASE AGREEMENT
Purchase Agreement • January 26th, 2007 • Tortoise Capital Resources Corp • New York

ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise.

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