EXHIBIT K.10
REVOLVING CREDIT NOTE
$65,000,000 October 18, 2005
For value received, the undersigned, TORTOISE ENERGY CAPITAL
CORPORATION, a Maryland corporation (the "Borrower"), promises to pay to the
order of U.S. BANK NATIONAL ASSOCIATION, a national banking association (the
"Bank"; which term shall include any subsequent holder hereof), in lawful money
of the United States of America, without setoff, deduction or counterclaim, the
principal sum of Sixty-Five Million and 00/100 Dollars ($65,000,000.00) or, if
different, the principal amount outstanding under Section 2.2 of the Credit
Agreement referred to below.
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.
Interest shall accrue on the outstanding principal balance of this Note
as provided in the Credit Agreement. Principal, interest and all other amounts,
if any, payable in respect of this of this Note shall be payable as provided in
the Credit Agreement. The Borrower's right, if any, to prepay this Note is
subject to the terms and conditions of the Credit Agreement.
The termination of the Credit Agreement or the occurrence of an Event
of Default shall entitle the Bank, at its option, to declare the then
outstanding principal balance hereof, all accrued interest thereon, and all
other amounts, if any, payable in respect of this Note to be, and the same shall
thereupon become, immediately due and payable without notice to or demand on the
Borrower, all of which the Borrower waives.
Time is of the essence of this Note. To the fullest extent permitted by
applicable law, the Borrower, for itself and its successors and assigns, waives
presentment, demand, protest, notice of dishonor, and any and all other notices,
demands and consents in connection with the delivery, acceptance, performance,
default or enforcement of this Note, and consents to any extensions of time,
renewals, releases of any parties to or guarantors of this Note, waivers and any
other modifications that may be granted or consented to by the Bank from time to
time in respect of the time of payment or any other provision of this Note.
This Note shall be governed by the laws of the State of Kansas, without
regard to any choice of law rule thereof which gives effect to the laws of any
other jurisdiction.
[signature page to follow]
IN WITNESS WHEREOF, the Xxxxxxxx has executed and delivered
this Note as of the date first above written.
TORTOISE ENERGY CAPITAL CORPORATION
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title:
