AUCTION RATE SENIOR NOTES $40,000,000 SERIES A, DUE _____ __, 20• ($25,000 DENOMINATIONS) TORTOISE NORTH AMERICAN ENERGY CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • March 27th, 2006 • Tortoise North American Energy Corp • New York
Tortoise North American Energy 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") $40,000,000 aggregate principal amount of auction rate senior notes Series A, due ______ __, 20• (the "Tortoise Notes"). The Tortoise Notes will be issued pursuant to the provisions of an indenture (the "Base Indenture") to be dated as of ______ __, 2006 between the Company and The Bank of New York Trust Company, N.A., as trustee (the "Trustee") and a supplemental indenture between the Company and the Trustee, to be dated ______ __, 2006 (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 to confirm its agreement concerning the purch
