0000950123-11-003907 Sample Contracts

FEE WAIVER AGREEMENT
Fee Waiver Agreement • January 20th, 2011 • Tortoise Energy Infrastructure Corp

THIS FEE WAIVER AGREEMENT (the “Agreement”) dated as of January 19, 2011, is by and between Tortoise Capital Advisors, L.L.C. (the “Advisor”) and Tortoise Energy Infrastructure Corporation (the “Company”).

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PURCHASE AGREEMENT
Purchase Agreement • January 20th, 2011 • Tortoise Energy Infrastructure Corp • Kansas

This Purchase Agreement (the “Agreement”) is made as of January 19, 2011, by and among Tortoise Energy Infrastructure Corporation, a Maryland corporation (the “Fund”), Tortoise Capital Advisors, LLC, a Delaware limited liability company (the “Adviser”), and The Retirement Income Plan for the Employees of Underwriters Laboratories Inc. (the “Investor”). The Fund, the Adviser and the Investor are referred to herein individually as a “Party” and collectively as the “Parties.”

SIXTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • January 20th, 2011 • Tortoise Energy Infrastructure Corp

This Sixth Amendment to Credit Agreement (the “Amendment”) is made and effective as of June 20, 2010, by and among TORTOISE ENERGY CAPITAL CORPORATION, a Maryland corporation (the “Borrower”); U.S. BANK NATIONAL ASSOCIATION, a national banking association, and BANK OF AMERICA, N.A., a national banking association (each a “Bank” and, collectively, the “Banks”); and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as the lender for Swingline Loans (in such capacity, the “Swingline Lender”), as agent for the Banks hereunder (in such capacity, the “Agent”), and as lead arranger hereunder (in such capacity, the “Lead Arranger”). Capitalized terms used and not defined in this Amendment have the meanings given to them in the Credit Agreement referred to below.

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