0000950123-09-065874 Sample Contracts

First Amendment Agreement Dated as of June 17, 2008 to Master Note Purchase Agreement Dated as of December 21, 2007 of Tortoise Energy Capital Corporation
First Amendment Agreement • November 25th, 2009 • Tortoise Energy Capital Corp • New York

Reference is made to (i) the Master Note Purchase Agreement dated as of December 21, 2007, by and among Tortoise Energy Capital Corporation, a Maryland corporation (the “Company”), and each of you (said Master Note Purchase Agreement being referred to as the “Note Agreement”) and (ii) the U.S. $100,000,000 aggregate principal amount of 6.07% Senior Notes, Series D, due December 21, 2014 of the Company (the “Notes”) issued under the Note Agreement. Capitalized terms used in this First Amendment Agreement (this “Amendment”) without definition shall have the meanings given such terms in the Note Agreement.

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FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 25th, 2009 • Tortoise Energy Capital Corp

This Fifth Amendment to Credit Agreement (the “Amendment”) is made as of June 20, 2009, by and among TORTOISE ENERGY CAPITAL CORPORATION, a Maryland corporation (the “Borrower”); U.S. BANK NATIONAL ASSOCIATION, a national banking association, and COMERICA BANK (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.

Tortoise Energy Capital Corporation First Supplement to Master Note Purchase Agreement Dated as of June 17, 2008
Purchase Agreement • November 25th, 2009 • Tortoise Energy Capital Corp • New York

This First Supplement to Master Note Purchase Agreement (the “Supplement”) is between Tortoise Energy Capital Corporation, a Maryland corporation (the “Company”), and the institutional investors named on Schedule A attached hereto (the “Purchasers”).

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