Contract

FOURTH AMENDMENT TO CREDIT AGREEMENT

This Fourth Amendment to Credit Agreement (the “Amendment”) is made as of March 28, 2008, by and among TORTOISE CAPITAL RESOURCES CORPORATION, a Maryland corporation (the “Borrower”); U.S. BANK NATIONAL ASSOCIATION, a national banking association, FIRST NATIONAL BANK OF KANSAS, a Kansas bank and XXXXX FARGO BANK, N.A., a national banking association (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”).  Capitalized terms used and not defined in this Amendment have the meanings given to them in the Credit Agreement referred to below.

Preliminary Statements

(a)           The Banks and the Borrower are parties to a Credit Agreement, dated as of April 25, 2007, as amended by the First Amendment to Credit Agreement, dated as of July 18, 2007, as further amended by the Second Amendment to Credit Agreement, dated as of September 28, 2007, and as further amended by the Third Amendment to Credit Agreement, dated as of March 21, 2008 (as so amended, the “Credit Agreement”).

(b)           The Borrower has requested that the total credit facility under the Credit Agreement be increased, pursuant to Section 2.2(a) of the Credit Agreement, from $40,000,000 to $50,000,000.

(c)           Xxxxx Fargo Bank, N.A. has agreed to become a “Bank” under the Credit Agreement and will have a Revolving Credit Loan Commitment of $10,000,000.

(d)           Additionally, simultaneously with this Amendment, Bank of Oklahoma, N.A. will assign its $5,000,000 Revolving Credit Loan Commitment to Xxxxx Fargo Bank, N.A. resulting in Xxxxx Fargo Bank, N.A. having a total Revolving Credit Loan Commitment of $15,000,000.

(e)           The Banks are willing to agree to the foregoing request, subject, however, to the terms, conditions, and agreements set for the below.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Banks and the Borrower agree as follows:

1.           New Bank.  Xxxxx Fargo Bank, N.A., a national banking association, shall become and is hereby added as a “Bank” under the Credit Agreement.

2.           Modification to Exhibit A.  Exhibit A as attached to the Credit Agreement is deleted and is hereby replaced with Exhibit A attached to this Amendment.

3.           Note.  Contemporaneously with the execution and delivery of this Amendment, the Borrower, as maker, shall execute and deliver a revolving credit note, in the stated principal amount of $15,000,000, in favor of Xxxxx Fargo Bank, N.A., as payee, (the “Note”), which Note as the same may be amended, renewed, restated, replaced or consolidated from time to time shall be a “Revolving Credit Note” referred to in the Credit Agreement.  Such Note shall reflect Xxxxx Fargo Bank’s Revolving Credit Loan Commitment following the assignment referred to in Preliminary Statement (d) above and the execution of this Amendment.

4.           Reaffirmation of Credit Documents.  The Borrower reaffirms its obligations under the Credit Agreement, as amended hereby, and the other Credit Documents to which it is a party or by which it is bound, and represents, warrants and covenants to the Agent and the Banks, as a material inducement to the Agent and the Banks to enter into this Amendment, that (a) the Borrower has no and in any event waives any, defense, claim or right of setoff with respect to its obligations under, or in any other way relating to, the Credit Agreement, as amended hereby, or any of the other Credit Documents to which it is a party, or the Agent’s or any Bank’s actions or inactions in respect of any of the foregoing, and (b) all representations and warranties made by or on behalf of the Borrower in the Credit Agreement and the other Credit Documents are true and complete on the date hereof as if made on the date hereof.

5.           Conditions Precedent to Amendment.  Except to the extent waived in a writing signed by the Agent and delivered to the Borrower, the Agent and the Banks shall have no duties under this Amendment until the Agent shall have received fully executed originals of each of the following, each in form and substance satisfactory to the Agent:

(a)	Amendment.  This Amendment;
(b)	Note.  The Note;
(c)	Form U-1.  A Form U-1 for the Borrower whereby, among other things, (i) the maximum principal amount of Revolving Credit Loans that may be outstanding from time to time under the Credit Agreement is noted as being $50,000,000, and (ii) the Borrower concurs (and the Borrower does hereby concur) with the assessment of the market value of the margin stock or other investment property described in the attachment to such Form U-1 as of the date provided in such attachment;

 (d) Secretary’s Certificate.  A certificate from the Secretary or Assistant Secretary of the Borrower certifying to the Agent that, among other things, (i) attached thereto as an exhibit is a true and correct copy of the resolutions of the board of directors of the Borrower authorizing the Borrower to enter into the transactions described in this Amendment and the execution, delivery and performance by the Borrower of such Credit Documents, (ii) the articles of incorporation and by-laws of the Borrower as delivered to the Agent pursuant to the Secretary’s Certificate dated April 25, 2007 from the Borrower’s secretary remain in full force and effect and have not been amended or otherwise modified or revoked, and (iii) attached thereto as exhibits are certificates of good standing, each of recent date, from the Secretary of State of Maryland and the Secretary of State of Kansas, certifying the good standing and authority of the Borrower in such states as of such dates; and

 (e) Other Documents.  Such other documents as the Agent may reasonably request to further implement the provisions of this Amendment or the transactions contemplated hereby.

6.           No Other Amendments; No Waiver of Default.  Except as amended hereby, the Credit Agreement and the other Credit Documents shall remain in full force and effect and be binding on the parties in accordance with their respective terms.  By entering into this Amendment, neither the Agent nor any Bank is waiving any Default or Event of Default which may exist on the date hereof.

7.           Expenses.  The Borrower agrees to pay and reimburse the Agent and/or the Banks for all out-of-pocket costs and expenses incurred in connection with the negotiation, preparation, execution, delivery, operation, enforcement and administration of this Amendment, including the reasonable fees and expenses of counsel to the Agent and/or the Banks.

8.           Affirmation of Security Interest.  The Borrower hereby confirms and agrees that any and all liens, security interests and other security or Collateral now or hereafter held by the Agent and/or the Banks as security for payment and performance of the Notes and the Obligations are renewed hereby and carried forth to secure payment and performance of the Notes and the Obligations.  The Credit Documents are and remain legal, valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms.

9.           Counterparts; Fax Signatures.  This Amendment and any documents contemplated hereby may be executed in one or more counterparts and by different parties thereto, all of which counterparts, when taken together, shall constitute but one agreement.  This Amendment and any documents contemplated hereby may be executed and delivered by facsimile or other electronic transmission and any such execution or delivery shall be fully effective as if executed and delivered in person.

10.           Governing Law.  This Amendment shall be governed by the same law that governs the Credit Agreement.

[Remainder of Page Intentionally Left Blank]

K.S.A. §16-118 Required Notice.  This statement is provided pursuant to K.S.A. §16-118:  “THIS AMENDMENT TO CREDIT AGREEMENT IS A FINAL EXPRESSION OF THE BANKS (AS CREDITORS) AND THE BORROWER (AS DEBTOR) AND SUCH WRITTEN AMENDMENT TO CREDIT AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR ORAL CREDIT AGREEMENT OR OF A CONTEMPORANEOUS ORAL AMENDMENT TO CREDIT AGREEMENT BETWEEN THE BANKS AND THE BORROWER.”  THE FOLLOWING SPACE CONTAINS ANY NON-STANDARD TERMS, INCLUDING THE REDUCTION TO WRITING OF ANY PREVIOUS ORAL AMENDMENT TO CREDIT AGREEMENT:

NONE.

The creditors and debtor, by their respective initials or signatures below, confirm that no unwritten amendment to credit agreement exists between the parties:

             Creditor:    CSH                                           

             Creditor:    TJB                                

              Creditor:    JH                                

             Debtor:       TM                                

[signature page to follow]

      

        Fourth Amendment to Credit Agreement – Initial Page      

           

IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.

                                                                                  TORTOISE CAPITAL RESOURCES CORPORATION,

                                                                                  the Borrower

               By:  /s/ Xxxxx Xxxxxxx                                                                           

               Name:  Xxxxx Xxxxxxx

               Title: Chief Financial Officer

               U.S. BANK NATIONAL ASSOCIATION,

               as Agent and as a Bank

               By:  /s/ Xxxxxxx X. Xxxxx                                                                           

               Name: Xxxxxxx X. Xxxxx

               Title: Assistant Vice President

               FIRST NATIONAL BANK OF KANSAS,

               as a Bank

               By:   /s/ Xxxxxx X. Xxxxxx, V.P.

               Name:  Xxxxxx X. Xxxxxx

               Title:  Vice President

               XXXXX FARGO BANK, N.A.,

               as a Bank

               By:   /s/ Xxxxx Xxxxx                                                                           

               Name:  Xxxxx Xxxxx

               Title:  Assistant Vice President

      

        Fourth Amendment to Credit Agreement – Signature Page      

           

EXHIBIT A

(Banks and Commitments)

Bank	Revolving Credit Loan Commitment Amount**	Swingline Loan Commitment Amount*	Bank’s Total Commitment Amount**	Bank’s Pro-Rata Percentage**
U.S. Bank National Association	$25,000,000	$3,000,000	$25,000,000	0.500000000000
First National Bank of Kansas	$10,000,000	0	$10,000,000	0.200000000000
Xxxxx Fargo Bank, N.A.	$15,000,000	0	$15,000,000	0.300000000000
TOTALS:	$50,000,000	$3,000,000	$50,000,000	1.000000000000

* As more particularly described in the Agreement, the Swingline Loan Commitment is a subcommitment under the Revolving Credit Loan Commitments.  Accordingly, extensions of credit under the Swingline Loan Commitment act to reduce, on a dollar-for-dollar basis, the amount of credit otherwise available under the Revolving Credit Loan Commitments.

** The Revolving Credit Loan Commitments and the Pro-Rata Percentages on this Exhibit A reflect the Revolving Credit Loan Commitments as they shall exist following the assignment referred to in Preliminary Statement (d) of this Amendment and the execution of this Amendment.

Fourth Amendment to Credit Agreement - Exhibit A