ex10_1.htm


     
      
        

      

    

    EX10.1


       

      FIRST
        AMENDMENT TO CREDIT AGREEMENT

      


      This
        First Amendment to Credit
        Agreement (the “Amendment”) is made as of July 18, 2007, by and among
        TORTOISE CAPITAL RESOURCES CORPORATION, a Maryland corporation (the
“Borrower”); U.S. BANK NATIONAL ASSOCIATION, a national banking
        association, and BANK OF OKLAHOMA, N.A., a national banking association (each
        a
“Bank” and, collectively, the “Banks”); U.S. BANK NATIONAL
        ASSOCIATION, a national banking association, as the lender for Swingline
        Loans
        (in such capacity, the “Swingline Lender”); U.S. BANK NATIONAL
        ASSOCIATION, a national banking association, 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.

      


      Preliminary
        Statements

      


      (a)           The
        Banks and the Borrower are parties to a Credit Agreement dated as of April
        25,
        2007 (the “Credit Agreement”).

      


      (b)           The
        Borrower has requested that the maximum principal amount of the revolving
        credit
        facility under the Credit Agreement be increased from $20,000,000 to
        $35,000,000.

      


      (c)           U.S.
        Bank National Association, as a Bank, is willing to increase its Commitment
        to
        the Borrower from $15,000,000 to $30,000,000, and collectively, the Banks
        are
        willing to agree to the foregoing request, subject, however, to the terms,
        conditions and agreements set forth below.

      


      NOW,
        THEREFORE, for good and valuable
        consideration, the receipt and sufficiency of which are hereby acknowledged,
        the
        Banks and the Borrower agree as follows:

      


      1.           Increase
        in Revolving Credit Facility.  The references to
“$20,000,000” in Section 2.1 of the Credit Agreement and in Exhibit A of
        the Credit Agreement are deleted and are replaced by “$35,000,000.”

      


      2.           Modification
        to Exhibit A.  Exhibit A as attached to the Credit Agreement
        is deleted and hereby replaced with Exhibit A attached to this
        Amendment.

       

      3.           Modification
        to Section 1.1 Definitions.  Section 1.1 is modified as
        follows:

       

      (a)           The
        definition of “Revolving Credit Loan Commitment” as set out in Section 1.1 of
        the Credit Agreement is hereby deleted in its entirety and is replaced with
        the
        following:

       

      “Revolving
        Credit Loan Commitment” means, as to each Bank, its obligation to make
        Revolving Credit Loans under Section 2.2 hereof in an aggregate principal
        amount
        at any time outstanding not to exceed the amount set forth opposite such
        Bank’s
        name on Exhibit A hereto under the column entitled “Revolving Credit Loan
        Commitment Amount,” or as such amount may be modified by any assignment made
        pursuant to this Agreement.

       

      (b)           The
        following defined term is hereby added to Section 1.1:

       

      “Assignment
        and Assumption” means an assignment and assumption entered into by a Bank
        and another Person (with the consent of any party whose consent is required
        pursuant to Section 9.5), and accepted by the Agent, in substantially the
        form
        of Exhibit E or any other form approved by the Agent.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      4.           Modification
        to Section 9.5.  Section 9.5 is deleted in its entirety and
        hereby replaced with the following:

       

      9.5           Entire
        Agreement; Modification of Agreement; Sale of Interest.

       

      (a)           Entire
        Agreement.  This Agreement and the other Credit Documents,
        together with all other instruments, agreements and certificates executed
        by the
        parties in connection therewith or with reference thereto, embody the entire
        agreement between the parties hereto and thereto with respect to the subject
        matter hereof and thereof and supersedes all prior agreements, understandings
        and inducements, whether express or implied, oral or written.

       

      (b)           Modifications.  This
        Agreement may not be modified, altered or amended, except by an agreement
        in
        writing signed by the Borrower and the Required Banks, and any provisions
        of
        this Agreement or the other Credit Documents may be waived by the Required
        Banks; provided, however, that, notwithstanding the foregoing, no
        amendment or waiver shall be effective, without first obtaining the written
        consent of all Banks, that (a) extends the due date of any principal, interest
        or fee payment in respect of the Loans; (b) changes the amount or duration
        of
        any Bank’s Commitment; (c) releases the Borrower, in whole or in part, from any
        obligation under the Credit Documents to pay any principal or interest under
        the
        Loans; (d) reduces the rate of interest or fees provided hereunder; or (e)
        changes the definition of “Required Banks” or amends the terms of this Section
        9.5, or that otherwise has the effect of impairing any of the consent
        requirements contained in this Section 9.5 or in any other provision of this
        Agreement or the other Credit Documents where the consent of all the Banks
        or
        the Required Banks is required in connection with any matter.

      


      (c)           Assignment
        by Borrower.  The Borrower may not directly or indirectly sell,
        assign or transfer any interest in or rights under this Agreement or any
        of the
        other Credit Documents.

      


      (d)           Assignment
        by Banks.

      


      (i)           Any
        Bank may assign all or any part of such Bank’s rights or obligations under this
        Agreement (including all or any part of its Commitment or the Loans owing
        to it,
        the Notes or any of the other Credit Documents); provided, however,
        that each assignment shall be subject to the following conditions: (1) the
        amount of the Commitment being assigned shall equal at least $5,000,000,
        (2)
        each partial assignment shall be made as an assignment of a proportionate
        part
        of all the assigning Bank’s rights and obligations, (3) the assignor and the
        assignee Bank shall execute and deliver to the Agent an Assignment and
        Assumption, and (4) the assignor Bank shall pay to the Agent, for its own
        account and not for the pro-rata benefit of the Banks, an assignment fee
        of
        $3,500; provided further, unless an Event of Default is then in effect
        or the Termination Date has occurred, the Banks shall not have the right
        to make
        any such assignment without first obtaining the Agent’s and the Borrower’s prior
        written consent (which consent shall not be unreasonably withheld or
        delayed).  Notwithstanding anything herein to the contrary, no consent
        shall be required in connection with any assignment to another Bank or an
        affiliate of a Bank.  For purposes of this Section 9.5, an affiliate
        of a Bank means any Person that directly, or indirectly through intermediaries,
        is controlled by, controls or is under common control with such Bank; for
        purposes of Section 9.5, “control”
        means the ability, directly or indirectly, to affect the management or policies
        of a Person by virtue of an ownership interest, by right of contract or any
        other means.

      
        
          First
            Amendment to Credit Agreement – Page 2 

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      (ii)           Upon
        any assignment, as described in paragraph (i) above, (1) the assignee Bank
        thereunder shall be a party to this Agreement and, to the extent of the interest
        assigned by such Assignment and Assumption, have the rights and obligations
        of a
        Bank under this Agreement, and (2) the assigning Bank thereunder shall, to
        the
        extent of the interest assigned by such Assignment and Assumption, be released
        from its obligations under this Agreement (and, in the case of an Assignment
        and
        Assumption covering all of the assigning Bank’s rights and obligations under
        this Agreement, such Bank shall cease to be a party hereto) but shall continue
        to be entitled to the benefits of Sections 3.1(d), 3.17,
9.3 and 9.4 with respect to facts and circumstances
        occurring
        prior to the effective date of such assignment.  Any assignment or
        transfer by a Bank of its rights or obligations under this Agreement that
        does
        not comply with this subsection shall be treated for purposes of this Agreement
        as a sale by such Bank of a participation in such rights and obligations
        in
        accordance with subsection (e) of this Section 9.5.

      


      (iii)           The
        Agent shall maintain at one of its offices in Minneapolis, Minnesota, a copy
        of
        each Assignment and Assumption delivered to it and a register for the
        recordation of the names and addresses of the Banks, and the Commitments
        of, and
        principal amounts of the Loans owing to, each Bank pursuant to the terms
        hereof
        from time to time (the “Register”).  The entries in the
        Register shall be conclusive and the Borrower shall treat each person whose
        name
        is recorded in the Register pursuant to the terms hereof as a Bank hereunder
        for
        all purposes of this Agreement absent any manifest error, notwithstanding
        notice
        to the contrary.  The Register shall be available for inspection by
        the Borrower, the Agent, the Swingline Lender and any Bank, at any reasonable
        time and from time to time upon reasonable notice.

      


      (e)           Participations.  The
        Borrower expressly recognizes and agrees that the Banks may sell, without
        the
        consent of the Borrower, to other financial institutions participations in
        the
        Loans and other credit extensions incurred by the Borrower pursuant hereto;
        provided, however, that no Bank shall sell or otherwise transfer any
        participation interest in any Loans or any other rights or interests under
        any
        of the Credit Documents to any other Person (other than one or more affiliates
        of a Bank or another Bank) without first obtaining the prior written consent
        of
        the Agent (which consent shall not be unreasonably withheld or delayed);
        provided further, (i) no such sale or transfer (even if to an affiliate
        of a Bank or other Bank) shall relieve the selling Bank from any of its
        obligations under this Agreement and the other Credit Documents, and (ii)
        the
        Borrower shall continue to deal solely and directly with the selling Bank
        in
        connection with such Bank’s rights and obligations under this
        Agreement.

      


      (f)           Certain
        Pledges.  Any Bank may at any time pledge or assign a security
        interest in all or any portion of its rights under this Agreement to secure
        obligations of such Bank, including any pledge or assignment to secure
        obligations to a Federal Reserve Bank organized under Section 4 of the Federal
        Reserve Act, 12 U.S.C. Section 341, and this Section 9.5 shall not apply
        to any
        such pledge or grant of a security interest; provided, however, that no
        such pledge or assignment shall release such Bank from any of its obligations
        hereunder or substitute any such pledgee or assignee for such Bank as a party
        hereto.

      


      
        
          First
            Amendment to Credit Agreement – Page 3 

        

        
          
          

          
            

          

        

        
          
          

        

      

      5.           Addition
        of Exhibit E.  The Credit Agreement is modified to add
Exhibit E– Form of Assignment and Assumption, which is attached to
        this
        Amendment as Exhibit E.

      


      6.           New
        Note.  Contemporaneously with the execution and delivery of
        this Amendment, the Borrower, as maker, shall execute and deliver a new
        revolving credit note, in the stated principal amount of $30,000,000, in
        favor
        of U.S. Bank National Association, as payee (the “New Note”), which New
        Note shall amend, restate and replace the Note dated as of April 25, 2007,
        from
        the Borrower, as maker, to U.S. Bank National Association, as payee, in the
        stated principal amount of $15,000,000 (the “Old Note”), and which New
        Note, as the same may be amended, renewed, restated, replaced or consolidated
        from time to time, shall be a “Revolving Credit Note” referred to in the Credit
        Agreement.

      


      7.           Reaffirmation
        of Credit Documents.  The Borrower reaffirms its obligations
        under the Credit Agreement, as amended hereby, and the other Credit Documents
        to
        which it is a party or by which it is bound, and represents, warrants and
        covenants to the Agent and the Banks, as a material inducement to the Agent
        and
        the Banks to enter into this Amendment, that (a) the Borrower has no and
        in any
        event waives any, defense, claim or right of setoff with respect to its
        obligations under, or in any other way relating to, the Credit Agreement,
        as
        amended hereby, or any of the other Credit Documents to which it is a party,
        or
        the Agent’s or any Bank’s actions or inactions in respect of any of the
        foregoing, and (b) all representations and warranties made by or on behalf
        of
        the Borrower in the Credit Agreement and the other Credit Documents are true
        and
        complete on the date hereof as if made on the date hereof.

      


      8.           Conditions
        Precedent to Amendment.  Except to the extent waived in a
        writing signed by the Agent and delivered to the Borrower, the Agent and
        the
        Banks shall have no duties under this Amendment until the Agent shall have
        received fully executed originals of each of the following, each in form
        and
        substance satisfactory to the Agent:

      


      (a)           Amendment.  This
        Amendment;

      


      (b)           New
        Note.  The New Note;

      


      (c)           Form
        U-1.  A Form U-1 for the Borrower whereby, among other
        things, (i) the maximum principal amount of Revolving Credit Loans that may
        be
        outstanding from time to time under the Credit Agreement is noted as being
        $35,000,000, and (ii) the Borrower concurs (and the Borrower does hereby
        concur)
        with the assessment of the market value of the margin stock or other investment
        property described in the attachment to such Form U-1 as of the date provided
        in
        such attachment;

      


      (d)           Secretary’s
        Certificate.  A certificate from the Secretary or
        Assistant Secretary of the Borrower certifying to the Agent that, among other
        things, (i) attached thereto as an exhibit is a true and correct copy of
        the
        resolutions of the board of directors of the Borrower authorizing the Borrower
        to enter into the transactions described in this Amendment and the New Note
        and
        the execution, delivery and performance by the Borrower of such Credit
        Documents, (ii) the articles of incorporation and by-laws of the Borrower
        as
        delivered to the Agent pursuant to the Secretary’s Certificate dated April 25,
        2007 from the Borrower’s secretary remain in full force and effect and have not
        been amended or otherwise modified or revoked, and (iii) attached thereto
        as
        exhibits are certificates of good standing, each of recent date, from the
        Secretary of State of Maryland and the Secretary of State of Kansas, certifying
        the good standing and authority of the Borrower in such states as of such
        dates;
        and

      


      (e)           Other
        Documents.  Such other documents as the Agent may
        reasonably request to further implement the provisions of this Amendment
        or the
        transactions contemplated hereby.

      


      
        
          First
            Amendment to Credit Agreement – Page 4

        

        
          
          

          
            

          

        

        
          
          

        

      

      9.           No
        Other Amendments; No Waiver of Default.  Except as amended
        hereby, the Credit Agreement and the other Credit Documents shall remain
        in full
        force and effect and be binding on the parties in accordance with their
        respective terms.  By entering into this Amendment, neither the Agent
        nor any Bank is waiving any Default or Event of Default which may exist on
        the
        date hereof.

      


      10.           Counterparts;
        Fax Signatures.  This Amendment and any documents
        contemplated hereby may be executed in one or more counterparts and by different
        parties thereto, all of which counterparts, when taken together, shall
        constitute but one agreement.  This Amendment and any documents
        contemplated hereby may be executed and delivered by facsimile or other
        electronic transmission and any such execution or delivery shall be fully
        effective as if executed and delivered in person.

      


      11.           Governing
        Law.  This Amendment shall be governed by the same law that
        governs the Credit Agreement.

      


      [signature
        page to follow]


      
        
                

                    First
              Amendment to Credit Agreement – Page
              5       
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have
        entered into this Amendment as of the date first above written.

      


      


                      TORTOISE
        CAPITAL
        RESOURCES CORPORATION

      


      


      


                      By:____________________________________

                             Name:

                             Title:

      


      


                      U.S.
        BANK NATIONAL
        ASSOCIATION,

                      as
        Agent and as a
        Bank

      


      


      


                      By:____________________________________

                            Name:
        Colleen
        S. Hayes

                            Title:
        Assistant Vice
        President

      


      


                      BANK
        OF
        OKLAHOMA,

                      a
        Bank

      


      


      


                      By:____________________________________

                            Name:
        W. Mack
        Renner

                            Title:
        Vice
        President


      
        
                

                    First
              Amendment to Credit Agreement – Signature
              Page      
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

       

      


      (Banks
        and Commitments)

       

      


       

      


       

      
        	
                 

                Bank

              	
                Revolving
                  Credit Loan Commitment Amount

              	
                 

                Swingline
                  Loan Commitment Amount*

              	
                 

                Bank’s
                  Total Commitment Amount

              	
                 

                Bank’s
                  Pro-Rata Percentage

              
	
                U.S.
                  Bank

                National
                  Association

              	
                $30,000,000

              	
                $3,000,000

              	
                $30,000,000

              	
                0.857142857143

              
	
                Bank
                  of Oklahoma, N.A.

              	
                $5,000,000

              	
                               
                  0

              	
                $5,000,000

              	
                0.142857142857

              
	
                        TOTALS:

              	
                $35,000,000

              	
                $3,000,000

              	
                $35,000,000

              	
                1.000000000000

              


      

      


      
        	
                 

              	
                *

              	
                As
                  more particularly described in the Agreement, the Swingline Loan
                  Commitment is a subcommitment under the Revolving Credit Loan
                  Commitments.  Accordingly, extensions of credit under the
                  Swingline Loan Commitment act to reduce, on a dollar-for-dollar
                  basis, the
                  amount of credit otherwise available under the Revolving Credit
                  Loan
                  Commitments.

              


      

       


      
        
                

                   First
              Amendment to Credit Agreement – Exhibit
              A      
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        E

       

      


       

      [Form
        of
        Assignment and Assumption]

       

      


       

      ASSIGNMENT
        AND ASSUMPTION AGREEMENT

      


      


      This
        Assignment and Assumption
        Agreement is made as of _____________ __, 20__, by and between [NAME OF
        ASSIGNOR] (the “Assignor”) and [NAME OF ASSIGNEE] (the
“Assignee”).  Reference is made to the Credit Agreement, dated
        as of April 25, 2007, among Tortoise Capital Resources Corporation; U.S.
        Bank
        National Association, as Agent, Lead Arranger, Swingline Lender and a Bank;
        Bank
        of Oklahoma, N.A., as a Bank; and the other Banks party thereto, as amended
        or
        otherwise modified from time to time in accordance with its terms (the
“Credit Agreement”).  Capitalized terms used and not defined
        herein have the meanings given to them in the Credit Agreement.

      


      The
        Assignor and Assignee hereby agree as follows:

      


      1.           The
        Assignor hereby sells and assigns to the Assignee without recourse and without
        representation or warranty (other than as expressly provided herein), and
        the
        Assignee hereby purchases and assumes from the Assignor, that interest in
        and to
        all of the Assignor’s rights and obligations under the Credit Agreement as of
        the date hereof which represents the percentage interests specified in Item
        1 of
        Annex I hereto (the “Assigned Share”) of all of the outstanding rights
        and obligations under the Credit Agreement relating to the facilities listed
        in
        Item 1 of Annex I hereto, including, without limitation, all rights and
        obligations with respect to the Assigned Share of the Revolving Credit
        Loans.  After giving effect to such sale and assignment, the amount of
        the Assignee’s Revolving Credit Loan Commitment will be as set forth in Item
        1(a) of Annex I hereto.

      


      2.           The
        Assignor (a) represents and warrants that it is the legal and beneficial
        owner
        of the interest being assigned by it hereunder and that such interest is
        free
        and clear of any lien or adverse claim; (b) makes no representation or warranty
        and assumes no responsibility with respect to any statements, warranties
        or
        representations made in or in connection with the Credit Agreement or the
        other
        Credit Documents or the execution, legality, validity, enforceability,
        genuineness, sufficiency or value of the Credit Agreement or the other Credit
        Documents or any other instrument or document furnished pursuant thereto;
        and
        (c) makes no representation or warranty and assumes no responsibility with
        respect to the financial condition of the Borrower or the performance or
        observance by the Borrower of any of Borrower’s obligations under the Credit
        Agreement or the other Credit Documents to which it is a party or any other
        instrument or document furnished pursuant thereto.

      


      3.           The
        Assignee (a) confirms that it has received a copy of the Credit Agreement
        and
        the other Credit Documents, together with copies of the financial statements
        referred to therein and such other documents and information as it has deemed
        appropriate to make its own credit analysis and decision to enter into this
        Assignment and Assumption Agreement; (b) agrees that it will, independently
        and
        without reliance upon the Agent, the Lead Arranger, the Swingline Lender,
        the
        Assignor or any other Bank, and based on such documents and information as
        it
        shall deem appropriate at the time, continue to make its own credit decisions
        in
        taking or not taking action under the Credit Agreement; (c) appoints and
        authorizes the Agent to take such action as agent on its behalf and to exercise
        such powers under the Credit Agreement and the other Credit Documents as
        are
        delegated to the Agent by the terms thereof, together with such powers as
        are
        reasonably incidental thereto; and (d) agrees that it will perform in accordance
        with the terms all of the obligations which by the terms of the Credit Agreement
        are required to be performed by it as a Bank.

      


      
        
          First
            Amendment to Credit Agreement – Exhibit E

        

        
          
          

          
            

          

        

        
          
          

        

      

      4.           Following
        the execution of this Assignment and Assumption Agreement by the Assignor
        and
        the Assignee, an executed original hereof (together with all attachments)
        will
        be delivered to the Agent.  The effective date of this Assignment and
        Assumption Agreement shall be the date of execution hereof by the Assignor
        and
        the Assignee and receipt by the Agent of the $3,500 assignment fee referred
        to
        in Section 9.5(d) of the Credit Agreement, or such later date, if any, which
        may
        be specified in Item 2 of Annex I hereto (the “Settlement
        Date”).

      


      5.           Upon
        the delivery of a fully executed original hereof to the Agent, as of the
        Settlement Date, (a) the Assignee shall be a party to the Credit Agreement
        and,
        to the extent provided in this Assignment and Assumption Agreement, have
        the
        rights and obligations of a Bank thereunder and under the other Credit
        Documents, including, without limitation, the obligation to make Revolving
        Credit Loans, (b) the Assignor shall, to the extent provided in this Assignment
        and Assumption Agreement, relinquish its rights and be released from its
        obligations under the Credit Agreement and the other Credit Documents, and
        (c)
        the Agent shall maintain at one of the Agent’s offices in Minneapolis, Minnesota
        a copy of each Assignment and Assumption delivered to it and a register for
        the
        recordation of the names and each Bank pursuant to the terms hereof from
        time to
        time (the “Register”), and the entries in the Register shall be
        conclusive absent manifest error, and the Borrower, the Agent and the Banks
        shall treat each Person whose name is recorded on the Register pursuant to
        the
        terms of the Credit Agreement as a Bank under the Credit Agreement.

      


      6.           It
        is agreed that the Assignee shall be entitled to all interest on the Assigned
        Share of the Revolving Credit Loans.  It is further agreed that all
        payments of principal made on the Assigned Share of the Loans which occur
        on and
        after the Settlement Date will be paid directly by the Agent to the
        Assignee.  Upon the Settlement Date, the Assignee shall pay to the
        Assignor an amount specified by the Assignor in writing which represents
        the
        Assigned Share of the principal amount of the Loans made by the Assignor
        pursuant to the Credit Agreement which are outstanding on the Settlement
        Date
        and which are being assigned hereunder.  The Assignor and the Assignee
        shall make all appropriate adjustments, if any, in payments under the Credit
        Agreement for periods prior to the Settlement Date directly between themselves
        on the Settlement Date.

      


      7.           This
        Assignment and Assumption Agreement shall be governed by, and construed in
        accordance with the laws of the same law that governs the Credit
        Agreement.

      


      [signature
        page to follow]


      
        
                

                    First
              Amendment to Credit Agreement – Exhibit
              E      
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties hereto
        have caused their duly authorized officers to execute and deliver this
        Assignment and Assumption Agreement, as of the date first above
        written.

      


      


                                  [NAME
        OF
        ASSIGNOR]

                                  as
        Assignor

      


      


      


                                  By:  ______________________________

                                         Name:

                                         Title:

      


                                  [NAME
        OF
        ASSIGNEE]

                                  as
        Assignee

      


      


      


                                  By:  ______________________________

                                         Name:

                                         Title:


      
        
                

                    First
              Amendment to Credit Agreement – Exhibit
              E      
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Consent
        to Assignment and Assumption

      


      Pursuant
        to Section 9.5 of the Credit
        Agreement, the undersigned, as the Borrower and the Agent under the Credit
        Agreement, hereby consent to the Assignment and Assumption referred to above
        and
        the other agreements and provisions set forth above (the
“Consent”).  The undersigned further agree to execute and
        deliver such documents and take such other action as Assignor or Assignee
        may
        reasonably request from time to time to further evidence the foregoing
        Assignment and Assumption and other agreements and
        provisions.  Further, as a material inducement to Assignor to
        transfer, and to Assignee to acquire, such right, title and interest in the
        Loans and other extensions of credit, as provided in the above Assignment
        and
        Assumption and as evidenced by the Credit Agreement and the other Credit
        Documents referred to therein (all such documents being collectively referred
        to
        herein as the “Transaction Documents”), the Borrower represents and
        warrants to Assignor and Assignee that there is no Event of Default then
        in
        effect and the Termination Date has not occurred.  Capitalized terms
        used and not defined in this Consent have the meanings given to such terms
        in
        the Assignment and Assumption above or in the Credit Agreement, as the case
        may
        be.  This Consent shall be governed by the same law that governs the
        Credit Agreement.  This Consent may be validly executed and delivered
        by fax or other electronic transmission and in multiple counterparts by
        different parties hereto.

      


                                  TORTOISE
        CAPITAL
        RESOURCES CORPORATION,

                                  the
        Borrower

      


      


      


                                  By:___________________________

                                        Name:

                                        Title:

      


      


                                  [NAME
        OF
        AGENT],

                                  as
        Agent

      


      


      


                                  By:__________________________

                                        Name:

                                        Title:


      
        
                

                    First
              Amendment to Credit Agreement – Exhibit
              E      
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Annex
        I to Assignment and Assumption Agreement

      


      


      


      1.           Amounts:

      


      Revolving
        Credit Loan Commitment Amount

      


      (a)           Amount
        of Assigned Share1                                                                           $_____________

      


      (b)           Aggregate
        Amount for all
        Banks                                                                   $_____________

      


      (c)           Assignee’s
        Assigned Share Percentage2                                                     $_____________

      


      


       

      2.           Settlement
        Date:                                                                                       ____________,
        20__

       

      


      
 

      __________________________                                 
        
        
          	
                  1

                	
                  Must
                    be at least
                    $5,000,000.

                


        

      

      
        
          	
                  2

                	
                  Line
                    1(a) divided by line 1(b);
                    round to 12 decimal
                    places

                


        

      


      
        
                

                    First
              Amendment to Credit Agreement – Exhibit
              E