AUCTION RATE SENIOR NOTES $______________ SERIES __, DUE ___________, ______ ($25,000 DENOMINATIONS) TORTOISE ENERGY INFRASTRUCTURE CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • May 8th, 2006 • Tortoise Energy Infrastructure Corp • New York
Tortoise Energy Infrastructure Corporation, a Maryland corporation (the “Company”), proposes to, subject to the terms and conditions stated herein, issue and sell to _______________________ and _________________ (each an “Underwriter” and, together the “Underwriters”) $______________ aggregate principal amount of auction rate senior notes Series _ (the “Tortoise Notes”). The Tortoise Notes will be issued pursuant to the provisions of an indenture (the “Base Indenture”) dated as of July 13, 2004 between the Company and BNY Midwest Trust Company, as trustee (the “Trustee”) and a supplemental indenture between the Company and the Trustee, to be dated April 7, 2005 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Company and the Company’s investment adviser, Tortoise Capital Advisors, LLC, a Delaware limited liability company (the “Investment Adviser”), each wishes to confirm its agreement concerning the purchase of the Tortoise Notes from the Comp
Par Value $.001 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • May 8th, 2006 • Tortoise Energy Infrastructure Corp • Missouri
Tortoise Energy Infrastructure Corporation, a Maryland corporation (the “FUND”), and the Fund’s investment adviser, Tortoise Capital Advisors, LLC, a __________ limited liability company (the “ADVISER”), each confirms its agreement with ____________________ ____________________ and each of the other Underwriters named in Schedule A hereto (collectively, the “UNDERWRITERS”), for whom ____________________ are acting as representatives (in such capacity, the “REPRESENTATIVES”), with respect to the issue and sale by the Fund and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of common stock, par value $.001 per share, of the Fund (“COMMON SHARES”) set forth in Schedule A hereof (collectively, the “PRIMARY SHARES”), and with respect to the grant by the Fund to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of _________ additional Common Shares to cover over
