SIXTH AMENDMENT TO CREDIT
AGREEMENT
This Sixth Amendment to Credit Agreement (the
“ Amendment ”) is made as of June 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, and as
further amended by the Fifth Amendment to Credit Agreement dated as
of March 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 for 60 days.
(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 definition of “Termination
Date” as set forth in Section 1.1 of the Credit Agreement is
hereby deleted in its entirety and is hereby replaced with the
following:
“ Termination Date ” means
August 20, 2009; 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
“$25,000,000” in Section 2.1 of the Credit Agreement is
hereby deleted and is hereby replaced with
“$11,700,000”.
3.
Modification to Exhibit
A. Exhibit A as attached to the Credit
Agreement is deleted and is hereby replaced with Exhibit A ,
attached to this Amendment.
4.
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 $11,700,000, 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 March 20, 2009, from the Borrower, as maker, to U.S.
Bank National Association, as payee, in the stated principal amount
of $18,000,000 (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.
5.
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 Bank, as a
material inducement to the Bank 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
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 Bo
