exhibit_10-1.htm


    
       

    


    
      	
               

            


    

    SECOND
      AMENDMENT TO CREDIT AGREEMENT

    


    This
      Second Amendment to Credit
      Agreement (the “Amendment”) is made as of September 28, 2007, by and
      among TORTOISE CAPITAL RESOURCES CORPORATION, a Maryland corporation (the
“Borrower”); U.S. BANK NATIONAL ASSOCIATION, a national banking
      association, BANK OF OKLAHOMA, N.A., a national banking association, and FIRST
      NATIONAL BANK OF KANSAS, a Kansas bank (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, as amended by the First Amendment to Credit Agreement dated as of July
      18,
      2007 (as so amended, 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 $35,000,000 to
      $40,000,000.

    


    (c)           First
      National Bank of Kansas shall become a “Bank” under the Credit Agreement and
      will have a Revolving Credit Loan Commitment to the Borrower of
      $5,000,000.

    


    (d)           In
      addition, simultaneously herewith, U.S. Bank National Association will assign
      $5,000,000 of its Revolving Credit Loan Commitment to First National Bank of
      Kansas resulting in First National Bank of Kansas having a total Revolving
      Credit Loan Commitment of $10,000,000.

    


    (e)           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
“$35,000,000” in Section 2.1 of the Credit Agreement, and in Exhibit A of the
      Credit Agreement are deleted and are replaced by “$40,000,000.”

    


    2.           New
      Bank.  First National Bank of Kansas shall become and is
      hereby a “Bank” under the Credit Agreement.

    


    3.           Modification
      to Section 1.1 Definitions.

     

    A.           The
      following definition is hereby added to Section 1.1 of the Credit
      Agreement:

     

    “Borrowing
      Base Availability”
means, at any time, the lesser of: (a) the Borrowing Base less current
      outstanding balances on the Revolving Credit Loans and Swingline Loans and
      less
      current outstanding balances on other “senior securities representing
      indebtedness” (as such term is used in the 1940 Act), if any or (b) the
      Revolving Credit Loan Commitments less current outstanding balances on the
      Revolving Credit Loans and Swingline Loans.

     

    B.           The
      following definition, as set out in Section 1.1 of the Credit Agreement, is
      hereby deleted in its entirety and is hereby replaced with the
      following:

     

    “Borrowing
      Base” means, at any
      date, 25% of the amount, after giving effect to any requested Loan on such
      date,
      of (i) the total value of the Borrower’s assets, minus (ii) all
      liabilities and indebtedness not represented by “senior securities” (as such
      term is used in the 1940 Act).

     

    4.           Modification
      to Section 3.4(a).  Section 3.4(a) of the Credit Agreement is
      hereby deleted in its entirety and is hereby replaced with the
      following:

     

    (a)           Combined
      Loan to Value.  If, at any time, the Borrowing Base Availability
      is less than zero, the Borrower shall immediately prepay the Loans in an amount
      equal to the extent to which the Borrowing Base Availability is less than
      zero.  By way of example, if the Borrowing Base Availability is
      -$100,000, then the Borrower shall immediately prepay the Loans in an amount
      equal to $100,000.

     

    5.           Modification
      to Exhibit A.  Effective upon execution of this Amendment and
      consummation of the assignment by U.S. Bank National Association to First
      National Bank of Kansas, Exhibit A as attached to the Credit Agreement is
      deleted and is hereby replaced with Exhibit A attached to this
      Amendment.

     

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

    


    7.           Note.  Contemporaneously
      with the execution and delivery of this Amendment, the Borrower, as maker,
      shall
      execute and deliver a revolving credit note, in the stated principal amount
      of
      $10,000,000, in favor of First National Bank of Kansas, as payee, (the
“Note”), which 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.  Such Note shall reflect First
      National Bank of Kansas’ Revolving Credit Loan Commitment following the
      assignment referred to in Preliminary Statement (d) above.

    


    8.           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.

    


    9.           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)           Note.  The
      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
      $40,000,000, 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 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 July 18, 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.

    


    10.           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.

    


    11.           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.

    


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

    


    [signature
      page to follow]


    
      
              

                  Second
            Amendment to Credit Agreement – Page
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

    


    


    
      	
               

            	
              TORTOISE
                CAPITAL RESOURCES CORPORATION,

            


    

    
      	
               

            	
              the
                Borrower

            


    

    


    


    


    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,

    as
      a
      Bank

    


    


    


    By:____________________________________

          Name:
      W. Mack Renner

          Title:
      Vice President

    


    


    FIRST
      NATIONAL BANK OF KANSAS,

    as
      a
      Bank

    


    


    


    By:
      ___________________________________

           Name:

           Title:


    
      
              

                  Second
            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

            	
              $25,000,000

            	
              $3,000,000

            	
              $25,000,000

            	
              0.625000000000

            
	
              Bank
                of Oklahoma, N.A.

            	
              $5,000,000

            	
              0

            	
              $5,000,000

            	
              0.125000000000

            
	
              First
                National Bank of Kansas

            	
              $10,000,000

            	
              0

            	
              $10,000,000

            	
              0.250000000000

            
	
                      TOTALS:

            	
              $40,000,000

            	
              $3,000,000

            	
              $40,000,000

            	
              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.

            


    

     

    


     

    
      	
               

            	
              **

            	
              The
                Revolving Credit Loan Commitments and Pro-Rata Percentages on this
                Exhibit
                A reflect the Revolving Credit Loan Commitments as they shall exist
                following the assignment referred to in Preliminary Statement (d)
                of this
                Amendment.

            


    

     


    
      
              

                  Second
            Amendment to Credit Agreement
– Exhibit
            A      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

    


    [Form
      of
      Borrowing Base Certificate]

    


    BORROWING
      BASE CERTIFICATE

    


    This
      Borrowing Base Certificate
      (“Certificate”) is delivered pursuant to Section 3.7(a) of the Credit
      Agreement (the “Credit Agreement”), dated as of April 25, 2007, among
      Tortoise Capital Resources Corporation, a Maryland corporation (the
“Borrower”); certain lenders (the “Banks”); U.S. Bank National
      Association, a national banking association, as the lender for Swingline Loans
      (in such capacity, the “Swingline Lender”); and 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 Certificate have the meanings given to them in the Credit
      Agreement.

    


    The
      undersigned hereby certifies that
      he or she is an authorized signor of the Borrower and, as such, is authorized
      to
      execute and deliver this Certificate on behalf of the Borrower and, certifies
      to
      the Agent that:

    


    1.      Borrowing
      Base Calculation.  The Borrowing Base for the Borrower, as of
      _________ __, 20__, is as follows:

    


    A.    After
      giving effect to any Requested
      Advance,                                                                                                           $__________________

    total
      value of assets
minus all liabilities and

    indebtedness
      not represented by “senior
      securities”

    (as
      such term is used in the 1940
      Act)

    (the
      Borrower’s “Total Asset
      Value”).

    


    B.     25%
      of Total Asset
      Value                                                                                                                $__________________

    (the
“Borrowing
      Base”)

    


    2.      Calculation
      of Borrowing Base Availability.  The Borrower’s Borrowing Base
      Availability, as of __________ __, 20__, is as follows:

    


    A.   Revolving
      Credit Loan
      Commitments                                                                                                                 $__________________

    


    B.    Current
      Outstanding Balances on
      Revolving                                                                                                            $__________________

    Credit
      Loans and Swingline
      Loans

    


    C.    Current
      Outstanding Balances on
      other                                                                                                               $_________________

    “senior
      securities” (as such term is
      used in the

    1940
      Act), if any

    


    D.    Borrowing
      Base
      Availability                                                                                                              $__________________

    (lesser
      of (i) line 1B minus line 2B
      and line 2C or

    (ii)
      line 2A minus line
      2B)

    


    E.      Requested
      Advance (if
      any)                                                                                                              $__________________


    
      
              

                  Second
            Amendment to Credit Agreement
– Exhibit
            D      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.      Compliance
      with 1940 Act.  As of ______________, 20__, the Borrower is in
      material compliance with the 1940 Act, including but not limited to, all
      leverage regulations specified in the 1940 Act.  As of the date
      hereof, the Borrower’s applicable “Asset Coverage,” determined as required by
      Section 18(f)(1) of the 1940 Act, for the following is:

    


    
      	
               

            	
              (i)

            	
              Senior
                Securities Representing

            	
              _________________%

            


    

    
      	
               

            	
              Indebtedness
                (as used in the 1940 Act)

            


    

    


    
      	
               

            	
              (ii)

            	
              Senior
                Securities (as used in the 1940 Act)

            	
              _________________%

            


    

    
      	
               

            	
              that
                are Stock

            


    

    


    4.      Reliance.  This
      Certificate is delivered to the Agent for its benefit and the benefit of the
      Banks, the Swingline Lender and the Lead Arranger and may be conclusively relied
      upon by all such Persons.

    


    IN
      WITNESS WHEREOF, the undersigned has
      executed this certificate on behalf of the Borrower as of the date first above
      written.

    


    TORTOISE
      CAPITAL RESOURCES CORPORATION

    


    


    


    By:
      ________________________________

           Name:

           Title:

    


     

    


     


    
      
              

                  Second
            Amendment to Credit Agreement
– Exhibit
            D