Exhibit p. TORTOISE ENERGY PRODUCTION CORPORATION SUBSCRIPTION AGREEMENT This Agreement made June ___, 2007 by and between Tortoise Energy Production Corporation, a Maryland corporation (the "Company"), and the undersigned ("Subscriber"); WITNESSETH:...Subscription Agreement • September 28th, 2007 • Tortoise Gas & Oil Corp
Exhibit g. INVESTMENT ADVISORY AGREEMENT AGREEMENT made as of this 13th day of June, 2007, by and between Tortoise Gas and Oil Corporation, a Maryland corporation having its principal place of business in Overland Park, Kansas (the "Company"), and...Investment Advisory Agreement • September 28th, 2007 • Tortoise Gas & Oil Corp • Delaware
Exhibit j. CLOSED-END FUND CUSTODY AGREEMENT THIS AGREEMENT is made and entered into this 18th day of June, 2007, by and between TORTOISE GAS AND OIL CORPORATION (the "Company" or the "Fund"), a Maryland corporation and U.S. BANK NATIONAL ASSOCIATION,...Custody Agreement • September 28th, 2007 • Tortoise Gas & Oil Corp • New York
Exhibit h.1 TORTOISE GAS AND OIL CORPORATION (a Maryland corporation) 100 Common Shares PURCHASE AGREEMENT Dated: July 17, 2007 ------------------------- ------------------------------------------------------- -----------------------...Purchase Agreement • September 28th, 2007 • Tortoise Gas & Oil Corp • New York
Tortoise Gas and Oil Corporation, a Maryland corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell in a private placement 100 shares of common stock, par value $.001 per share (the "Common Shares"), of the Company to Stifel, Nicolaus & Company Incorporated (the "Purchaser") under the Securities Act of 1933, as amended (the "1933 Act"), in reliance upon an exemption from registration pursuant to Rule 144A ("Rule 144A") of the rules and regulations promulgated under the 1933 Act (the "1933 Act Regulations") by the Securities and Exchange Commission (the "Commission"), by means of and on the terms and in the manner set forth herein and in the Final Offering Memorandum (as defined below). The term "Preliminary Offering Memorandum" as used herein means the preliminary offering dated June 13, 2007 as supplemented by the supplement to preliminary offering memorandum dated July 13, 2007 (collectively, the "Preliminary Offering Memorandum"),
Exhibit h.2 TORTOISE GAS AND OIL CORPORATION (a Maryland corporation) ________ Common Shares PLACEMENT AGREEMENT Dated: July 17, 2007 -------------------------------------------------------------------------------...Placement Agreement • September 28th, 2007 • Tortoise Gas & Oil Corp • New York
STIFEL, NICOLAUS & COMPANY, INCORPORATED WACHOVIA CAPITAL MARKETS, LLC, as Representatives of the several Placement Agents c/o Stifel, Nicolaus & Company, Incorporated 501 N. Broadway St. Louis, Missouri 63102
Transfer Agency and Service Agreement Between Tortoise Gas and Oil Corporation and Computershare Trust Company, N.A. and Computershare Inc. Table of Contents Section 1 Certain Definitions...........................................3 Section 2...Transfer Agency and Service Agreement • September 28th, 2007 • Tortoise Gas & Oil Corp • Massachusetts
TORTOISE GAS AND OIL CORPORATION CREDIT AGREEMENT Dated as of October 31, 2007 U.S. BANK NATIONAL ASSOCIATION, as AgentCredit Agreement • May 20th, 2008 • Tortoise Gas & Oil Corp • Kansas
This Credit Agreement (the “Agreement”) is made as of October 31, 2007, by and among TORTOISE GAS AND OIL CORPORATION, a Maryland corporation (the “Borrower”); U.S. BANK NATIONAL ASSOCIATION, a national banking association, and each other lender from time to time identified as having a Commitment on Exhibit A hereto or 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 U.S. BANK NATIONAL ASSOCIATION, a national banking association, as lead arranger hereunder (in such capacity, the “Lead Arranger”).
PREAMBLEAdministration Agreement • September 28th, 2007 • Tortoise Gas & Oil Corp • Delaware
