TORTOISE ENERGY INFRASTRUCTURE CORPORATION (a Maryland Corporation) __________ Shares of Common Stock Par Value $_____ Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • March 6th, 2007 • Tortoise Energy Infrastructure Corp • New York
Tortoise Energy Infrastructure Corporation, a Maryland corporation (the “FUND”), and the Fund’s investment adviser, Tortoise Capital Advisors, LLC, a Delaware 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 ____________ and ___________ 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 $____ 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-allotme
AUCTION RATE SENIOR NOTES $______________ SERIES __, DUE ___________, ______ ($25,000 DENOMINATIONS) TORTOISE ENERGY INFRASTRUCTURE CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • March 6th, 2007 • 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 the Underwriters named in Schedule I hereto (each an “Underwriter” and, together the “Underwriters”) for whom you are acting as representatives (the “Representatives”) $______________ aggregate principal amount of auction rate senior notes Series __, due _____, ____ (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 ________, 2007 (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
BROKER-DEALER AGREEMENTBroker-Dealer Agreement • March 6th, 2007 • 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.
BROKER-DEALER AGREEMENTBroker-Dealer Agreement • March 6th, 2007 • 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 AUCTION AGENCY AGREEMENT dated as of ________, 2007 relating to the AUCTION RATE SENIOR NOTES $________ SERIES __, DUE ________, ____ [Auction Agent] as Auction AgentAuction Agency Agreement • March 6th, 2007 • Tortoise Energy Infrastructure Corp • New York
This Auction Agency Agreement (this “Agreement”), dated as of ________, 2007, is between Tortoise Energy Infrastructure Corporation (the “Company”) and [Auction Agent].
TORTOISE ENERGY INFRASTRUCTURE CORPORATION AUCTION AGENCY AGREEMENT dated as of ________, 2007 relating to the SERIES __ MONEY MARKET CUMULATIVE PREFERRED® SHARES [Auction-Agent] as Auction AgentAuction Agency Agreement • March 6th, 2007 • Tortoise Energy Infrastructure Corp • New York
This Auction Agency Agreement (this “Agreement”), dated as of ________, 2007, is between Tortoise Energy Infrastructure Corporation (the “Company”) and [Auction Agent].
TORTOISE ENERGY INFRASTRUCTURE CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • March 6th, 2007 • 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 the Underwriters named in Schedule I hereto (each an “Underwriter” and, together the “Underwriters”) for whom you are acting as representatives (the “Representatives”) ____ shares of its Series __ Money Market Cumulative Preferred (MMP®) Shares, $[25,000] liquidation preference per share (the “MMP Shares”). 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 MMP Shares from the Company by the Underwriters.
