CREDIT AGREEMENT Dated as of September 24, 2010 among TORTOISE MLP FUND, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and The Other Lenders Party HeretoCredit Agreement • August 3rd, 2011 • Tortoise MLP Fund, Inc. • Kansas
This CREDIT AGREEMENT (“Agreement”) is entered into as of September 24, 2010, among TORTOISE MLP FUND, INC., a Maryland corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.
ContractCredit Agreement • August 3rd, 2011 • Tortoise MLP Fund, Inc. • Kansas
Tortoise MLP Fund, Inc. Series A Mandatory Redeemable Preferred Shares Series B Mandatory Redeemable Preferred Shares Securities Purchase Agreement Dated October 7, 2010Securities Purchase Agreement • August 3rd, 2011 • Tortoise MLP Fund, Inc. • New York
Tortoise MLP Fund, Inc., a Maryland corporation (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
Tortoise MLP Fund, Inc. $15,000,000 Floating Rate Senior Notes, Series F, due May 12, 2014 $10,000,000 4.35% Senior Notes, Series G, due May 12, 2018 Note Purchase Agreement Dated May 12, 2011Note Purchase Agreement • August 3rd, 2011 • Tortoise MLP Fund, Inc. • New York
Schedule A — Information Relating to Purchasers Schedule B — Defined Terms Schedule 5.3 — Disclosure Materials Schedule 5.5 — Financial Statements Schedule 5.15 — Existing Indebtedness Exhibit 1-A — Form of Floating Rate Senior Notes, Series F, due May 12, 2014 Exhibit 1-B — Form of 4.35% Senior Notes, Series G, due May 12, 2018 Exhibit 4.4(a) — Form of Opinion of Special Counsel for the Company Exhibit 4.4(b) — Form of Opinion of Special Counsel for the Purchasers
ContractCredit Agreement • August 3rd, 2011 • Tortoise MLP Fund, Inc. • Kansas
SUPPLEMENTAL FEE WAIVER AGREEMENTSupplemental Fee Waiver Agreement • August 3rd, 2011 • Tortoise MLP Fund, Inc.
THIS SUPPLEMENTAL FEE WAIVER AGREEMENT (this “Agreement”) made as of this 20th day of May, 2011, by and between Tortoise MLP Fund, Inc., a Maryland corporation having its principal place of business in Leawood, Kansas (the “Company”), and Tortoise Capital Advisors, L.L.C., a Delaware limited liability company having its principal place of business in Leawood, Kansas (the “Advisor”).
Tortoise MLP Fund, Inc. Floating Rate Senior Note, Series , DueFloating Rate Senior Note Agreement • August 3rd, 2011 • Tortoise MLP Fund, Inc.
For Value Received, the undersigned, Tortoise MLP Fund, Inc. (herein called the “Company”), a corporation organized and existing under the laws of the State of Maryland, hereby promises to pay to , or registered assigns, the principal sum of [_____________________________________________________] (or so much thereof as shall not have been prepaid) on , with interest (computed on the actual number of days elapsed on the basis of a year consisting of 360 days) (a) on the unpaid balance hereof at the Adjusted LIBOR Rate as calculated for each Interest Period pursuant to Section 1 of the Note Purchase Agreement (referred to below) from the date hereof, payable quarterly, on the 15th day of March, June September and December in each year, commencing with (i) March 15, 2011 for any Note dated on or before March 15, 2011 and (ii) the March, June, September or December next succeeding the date hereof for any Note dated after March 15, 2011, until the principal hereof shall have become due and
Tortoise MLP Fund, Inc. % Senior Note, Series , DueSenior Note Agreement • August 3rd, 2011 • Tortoise MLP Fund, Inc.
For Value Received, the undersigned, Tortoise MLP Fund, Inc. (herein called the “Company”), a corporation organized and existing under the laws of the State of Maryland, hereby promises to pay to «Name», or registered assigns, the principal sum of «Amount» Dollars (or so much thereof as shall not have been prepaid) on , with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of % per annum from the date hereof, payable quarterly, on the 15th day of March, June, September and December in each year, commencing with (i) March 15, 2011 for any Note dated on or before March 15, 2011 and (ii) the March, June, September or December next succeeding the date hereof for any Note dated after March 15, 2011, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue pay
