0000913849-06-000068 Sample Contracts

BROKER-DEALER AGREEMENT
Broker-Dealer Agreement • January 20th, 2006 • Tortoise Energy Infrastructure Corp • New York

We are a Broker-Dealer for _____________________ (the [“Purchaser”] [“Seller”]), which [purchased] [sold] _____ MMP Shares of ____________________________ in the Auction held on ____________________ from the [seller] [purchaser] of such MMP Shares.

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Contract
Tortoise Energy Infrastructure Corp • January 20th, 2006

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.

BROKER-DEALER AGREEMENT
Broker-Dealer Agreement • January 20th, 2006 • Tortoise Energy Infrastructure Corp • New York

We are a Broker-Dealer for _____________________ (the “Purchaser”), which purchased _____ Tortoise Notes, Series _____ of ____________________________________ in the Auction held on ____________________ from the seller of such Tortoise Notes.

TORTOISE ENERGY INFRASTRUCTURE CORPORATION FORM OF AUCTION AGENCY AGREEMENT dated as of _____, 200_ relating to the AUCTION RATE SENIOR NOTES [__________] SERIES _, DUE ________, 20__ The Bank of New York as Auction Agent
Auction Agency Agreement • January 20th, 2006 • Tortoise Energy Infrastructure Corp • New York

This Auction Agency Agreement (this “Agreement”), dated as of _____, 200_, is between Tortoise Energy Infrastructure Corporation (the “Company”) and The Bank of New York.

TORTOISE ENERGY INFRASTRUCTURE CORPORATION FORM OF AUCTION AGENCY AGREEMENT dated as of _____, 200_ relating to the SERIES __ MONEY MARKET CUMULATIVE PREFERRED® SHARES The Bank of New York as Auction Agent
Auction Agency Agreement • January 20th, 2006 • Tortoise Energy Infrastructure Corp • New York

This Auction Agency Agreement (this “Agreement”), dated as of _____, 200_, is between Tortoise Energy Infrastructure Corporation (the “Company”) and The Bank of New York.

SUPPLEMENTAL INDENTURE OF TRUST by and between TORTOISE ENERGY INFRASTRUCTURE CORPORATION, as Issuer and BNY MIDWEST TRUST COMPANY, as Trustee Authorizing the Issuance of $__________ aggregate principal amount Series _ Auction Rate Senior Notes Dated...
Supplemental Indenture of Trust • January 20th, 2006 • Tortoise Energy Infrastructure Corp

THIS SUPPLEMENTAL INDENTURE OF TRUST (this “Supplemental Indenture”) dated as of _____, 200_, is by and between TORTOISE ENERGY INFRASTRUCTURE CORPORATION, a Maryland corporation (the “Issuer”) and BNY MIDWEST TRUST COMPANY, an Illinois trust company (together with its successors, the “Trustee”), as successor trustee hereunder (all capitalized terms used in these preambles, recitals and granting clauses shall have the same meanings assigned thereto in Article I hereof);

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