SEVENTH AMENDMENT TO CREDIT
AGREEMENT
This Seventh Amendment to Credit Agreement (the
“ Amendment ”) is made as of August 20, 2009, by
and between TORTOISE CAPITAL RESOURCES CORPORATION, a Maryland
corporation (the “ Borrower ”); and U.S. BANK
NATIONAL ASSOCIATION, a national banking association (the “
Bank ”); and 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.
Preliminary
Statements
(a) The
Bank 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 further amended by the
Second Amendment to Credit Agreement dated as of September 28,
2007, as further amended by the Third Amendment to Credit Agreement
dated as of March 21, 2008, as further amended by the Fourth
Amendment to Credit Agreement dated as of March 28, 2008, as
further amended by the Fifth Amendment to Credit Agreement dated as
of March 20, 2009, and as further amended by the Sixth Amendment to
Credit Agreement dated as of June 20, 2009 (as so amended, and as
the same may be further amended, renewed, restated, replaced,
consolidated or otherwise modified from time to time, the “
Credit Agreement ”).
(b) The
Borrower has requested to renew and extend the term of the Credit
Agreement until February 20, 2010.
(c) The
Bank is willing to agree to the foregoing request, subject,
however, to the terms, conditions, and agreements set for the
below.
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Bank and the Borrower agree as
follows:
1.
Modification to Section 1.1
Definitions. The following definitions as set
forth in Section 1.1 of the Credit Agreement are hereby deleted in
their entirety and are hereby replaced with the
following:
“ Borrowing Base ” means, at
any date, 20% of the amount, after giving effect to any requested
Loan on such date (if applicable), 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), minus (iii) all other
securities and investments not included in the Securities
Account.
“ Termination Date ” means
February 20, 2010; provided, however, if such day is not a
Business Day, the Termination Date shall be the immediately
preceding Business Day.
2.
Decrease in Revolving Credit
Facility. The reference to
“$11,700,000” in Section 2.1 of the Credit Agreement is
hereby deleted and is hereby replaced with
“$5,000,000.”
3.
Modification to Swingline
Loans. The parties agree that from and
after the date of this Amendment, the Swingline Loan Commitment
shall be $0.00, and the Swingline Loans, and the obligations to
make Swingline Loans, shall be terminated. For avoidance
of doubt, no Bank, including the Swingline Lender, shall have any
obligation to provide Swingline Loans to the
Borrower. The parties further agree that the provisions
and terms of the Credit Agreement, and in any other Credit
Document, relating to Swingline Loans are hereby deemed to be
inapplicable and of no force and effect, without further action by
any party. Only upon express written agreement by all
parties to the Credit Agreement, and any other Credit Document
relating to Swingline Loans, shall Swingline Loans, and the
provisions relating thereto, be deemed to be reinstated and
effective.
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)
Borrowing Base . The sum of the outstanding
balance of the Loans shall not, at any time, exceed the Borrowing
Base. If at any time the sum of the outstanding balance
of Loans exceeds the amount permitted hereby, the Borrower shall
immediately prepay the Loans in an amount equal to the amount of
such excess.
5.
Modification to Section
3.4(c). Section 3.4(c) of the Credit
Agreement is hereby deleted in its entirety and is hereby replaced
with the following:
(c)
Sale of Collateral . In the event that the
Borrower shall sell or liquidate, or cause to be sold or
liquidated, any Collateral, the Borrower shall pay 100% of the
proceeds from any such sale or liquidation as a mandatory
prepayment of the Loans.
6.
Modification to Section
3.6. Section 3.6 of the Credit Agreement is
hereby deleted in its entirety and replaced with the
following:
3.6
Use of Proceeds . The Revolving Credit Loans
shall be used solely for purposes of: (1) the refinancing of the
existing senior indebtedness of the Borrower to U.S. Bank National
Association; (2) the Borrower’s acquisition of investment
property in the ordinary course of its business; and (3) paying
costs and expenses incurred in connection with the closing of
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