POS EX

As filed with the Securities and Exchange Commission on January 20, 2011

1933 Act File No. 333-165006
1940 Act File No. 811-21462

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-2

(Check appropriate box or boxes)

þ REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

o Pre-Effective Amendment No. ___

þ Post-Effective Amendment No. 1

and

þ REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

þ Amendment No. 44

Tortoise Energy Infrastructure Corporation

11550 Ash Street, Suite 300
Leawood, Kansas 66211

(913) 981-1020

Agent for Service
David J. Schulte
11550 Ash Street, Suite 300
Leawood, Kansas 66211

Copies of Communications to:

Steven F. Carman, Esq.
Eric J. Gervais, Esq.

Husch Blackwell Sanders LLP

4801 Main Street, Suite 1000

Kansas City, MO 64112

Approximate Date of Proposed Public Offering: From time to time after the effective date of the Registration Statement.

If any of the securities being registered on this form are offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box. þ

It is proposed that this filing will become effective immediately pursuant to Rule 462(d).

Tortoise Energy Infrastructure Corporation (“Registrant”)

Contents of Registration Statement

This Post-Effective Amendment consists of the following:

1.	Facing sheet of the Registration Statement.
2.	Part C of the Registration Statement (including signature page).
3.	Exhibits (g.3) (h.6) and (k.12) filed pursuant to Item 25 of the Registration Statement.

Parts A and B of the Registrant’s Registration Statement on Form N-2 (No. 333-165006), filed on February 22, 2010, are incorporated by reference herein and this Post-Effective Amendment is being filed for the purpose of filing three exhibits to this Registration Statement on Form N-2.

PART C — OTHER INFORMATION

Item 25: Financial Statements and Exhibits

     1. Financial Statements:

     The Registrant’s audited financial statements dated November 30, 2009, notes to such financial statements and report of independent registered public accounting firm thereon, along with the Registrant’s unaudited financial statements dated February 28, 2010, May 31, 2010 and August 31, 2010 and notes to such financial statements, are incorporated by reference into the statement of additional information.

     2. Exhibits:

a.1.	Articles of Amendment and Restatement. 1
a.2.	Articles Supplementary relating to Mandatory Redeemable Preferred Shares. 12
b.1.	Amended and Restated Bylaws. 10
c.	None.
d.1.	Form of Common Share Certificate. 6
d.2.	Form of Preferred Stock Certificate. 7
d.3.	Form of Note. 6
d.4.	Form of Moody’s Rating Guidelines. 7
d.5	Form of Fitch Rating Guidelines. 12
e.	Terms and Conditions of the Dividend Reinvestment and Cash Purchase Plan. 4
f.	Not applicable.
g.1.	Investment Advisory Agreement with Tortoise Capital Advisors, L.L.C.13
g.2.	Reimbursement Agreement. 2
g.3.	Fee Waiver Agreement*
h.1.	Form of Underwriting Agreement relating to Common Stock. 6
h.2.	Form of Underwriting Agreement relating to Preferred Stock. 6
h.3.	Form of Underwriting Agreement relating to Notes. 6
h.4.	Form of Purchase Agreement for Direct Placement of Common Stock.7
h.5.	Form of Placement Agency Agreement for Direct Placement of Common Stock.7
h.6.	Purchase Agreement dated January 19, 2011*
i.	None.
j.	Custody Agreement. 2
k.1.	Stock Transfer Agency Agreement.2
k.2.	Fund Administration Servicing Agreement. 2
k.3.	First Amendment to Fund Administration Servicing Agreement. 8
k.4.	Fund Accounting Servicing Agreement. 8
k.5.	DTC Representation Letter relating to Preferred Stock and Notes. 3
k.6.	Credit Agreement. 5
k.7.	First Amendment to Credit Agreement. 8
k.8.	Second Amendment to Credit Agreement. 8
k.9.	Third Amendment to Credit Agreement. 9
k.10.	Fourth Amendment to Credit Agreement. 11
k.11.	Fifth Amendment to Credit Agreement. 12
k.12.	Sixth Amendment to Credit Agreement*

l.	Opinion of Venable LLP. 13
m.	Not applicable.
n.	Consent of Ernst & Young LLP. 13
o.	Not applicable.
p.	Subscription Agreement. 2
q.	None.
r.1.	Code of Ethics for the Registrant. 6
r.2.	Code of Ethics for the Adviser. 13
s.	Powers of Attorney. 6

(*)	Filed herewith.
(**)	Previously filed.
(1)	Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on January 30, 2004 (File Nos. 333-110143 and 811-21462).
(2)	Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on June 28, 2004 (File Nos. 333-114545 and 811-21462).
(3)	Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on April 1, 2005 (File Nos. 333-122350 and 811-21462).
(4)	Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on March 6, 2007 (File Nos. 333-140457 and 811-21462).
(5)	Incorporated by reference to Post-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on March 26, 2007 (File Nos. 333-140457 and 811-21462).
(6)	Incorporated by reference to Registrant’s Registration Statement on Form N-2, filed on September 14, 2007 (File Nos. 333-146095 and 811-21462).
(7)	Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on January 25, 2008 (File Nos. 333-146095 and 811-21462).
(8)	Incorporated by reference to Pre-Effective Amendment No. 2 to Registrant’s Registration Statement on Form N-2, filed on February 12, 2008 (File Nos. 333-146095 and 811-21462).
(9)	Incorporated by reference to Post-Effective Amendment No. 2 to Registrant’s Registration Statement on Form N-2, filed on June 20, 2008 (File Nos. 333-146095 and 811-21462).
(10)	Incorporated by reference to Post-Effective Amendment No. 4 to Registrant’s Registration Statement on Form N-2, filed on February 26, 2009 (File Nos. 333-146095 and 811-21462).
(11)	Incorporated by reference to Post-Effective Amendment No. 5 to Registrant’s Registration Statement on Form N-2, filed on April 30, 2009 (File Nos. 333-146095 and 811-21462).
(12)	Incorporated by reference to Post-Effective Amendment No. 7 to Registrant’s Registration Statement on Form N-2, filed on December 10, 2009 (File Nos. 333-146095 and 811-21462).
(13)	Incorporated by reference to Registrant’s Registration Statement on Form N-2, filed on February 22, 2010 (File Nos. 333-165006 and 811-21462).

Item 26: Marketing Arrangements

     The information contained under the heading “Plan of Distribution” in the prospectus is incorporated herein by reference, and information concerning the underwriter will be contained in the accompanying prospectus supplement.

Item 27: Other Expenses and Distribution

     The following table sets forth the estimated expenses to be incurred in connection with all potential offerings described in this Registration Statement:

Securities and Exchange Commission Fees	$	11,513
Directors’ Fees and Expenses		7,000
Printing (other than certificates)		175,000
Accounting fees and expenses		120,500
Legal fees and expenses		300,000
FINRA fee		7,500
Rating Agency Fees		0
Miscellaneous		66,000
Total	$	687,513	*

*  These expenses will be borne by the Company unless otherwise specified in a prospectus supplement.

Item 28. Persons Controlled by or Under Common Control

     None.

Item 29. Number of Holders of Securities

     As of December 31, 2010, the number of record holders of each class of securities of the Registrant was:

Title of Class	Number of Record Holders
Common Shares ($0.001 par value)		84
Preferred Stock (Liquidation Preference $10.00 per share)		1
Long-term Debt ($169,975,000 aggregate principal amount)		21

Item 30. Indemnification

Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty which is established by a final judgment as being material to the cause of action. The Registrant’s charter contains such a provision which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law.

The Registrant’s charter authorizes it, to the maximum extent permitted by Maryland law and the Investment Company Act of 1940, as amended (the “1940 Act”), to indemnify any present or former director or officer or any individual who, while a director of the Registrant and at the request of the Registrant, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee, from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her status as a present or former

director or officer of the Registrant and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding. The Registrant’s Bylaws obligate it, to the maximum extent permitted by Maryland law and the 1940 Act, to indemnify any present or former director or officer or any individual who, while a director of the Registrant and at the request of the Registrant, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee and who is made a party to the proceeding by reason of his service in that capacity from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her status as a present or former director or officer of the Registrant and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding. The charter and Bylaws also permit the Registrant to indemnify and advance expenses to any person who served as a predecessor of the Registrant in any of the capacities described above and any employee or agent of the Registrant or a predecessor of the Registrant.

Maryland law requires a corporation (unless its charter provides otherwise, which the Registrant’s charter does not) to indemnify a director or officer who has been successful in the defense of any proceeding to which he is made a party by reason of his service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or on his behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

The provisions set forth above apply insofar as they are consistent with Section 17(h) of the 1940 Act, which prohibits indemnification of any director or officer of the Registrant against any liability to the Registrant or its stockholders to which such director or officer otherwise would be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (“1933 Act”), may be provided to directors, officers and controlling persons of the Registrant, pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public

policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in connection with the successful defense of any action, suit or proceeding or payment pursuant to any insurance policy) is asserted against the Registrant by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

Item 31. Business and Other Connections of Investment Adviser

     The information in the Statement of Additional Information under the caption “Management of the Company—Directors and Officers” is hereby incorporated by reference.

Item 32. Location of Accounts and Records

     All such accounts, books, and other documents are maintained at the offices of the Registrant, at the offices of the Registrant’s investment adviser, Tortoise Capital Advisors, L.L.C., 11550 Ash Street, Suite 300, Leawood, Kansas 66211, at the offices of the custodian, U.S. Bank National Association, 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212, at the offices of the transfer agent, Computershare Trust Company N.A., P. O. Box 43078, Providence, Rhode Island 02940-3078, at the offices of the administrator, U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee, WI 53202, at the offices of the Auction Agent and Paying Agent, The Bank of New York Mellon, 101 Barclay Street, 7W, New York, NY 10280 or at the offices of the Trustee, The Bank of New York Mellon Trust Company, N.A. 2 N. LaSalle Street, Chicago, IL 60602.

Item 33. Management Services

     Not applicable.

Item 34. Undertakings

     1. The Registrant undertakes to suspend the offering of common stock until the prospectus is amended if (1) subsequent to the effective date of its registration statement, the net asset value declines more than ten percent from its net asset value as of the effective date of this registration statement or (2) the net asset value increases to an amount greater than its net proceeds as stated in the prospectus.

     2. Not applicable.

     3. Any securities not taken in a rights offering by stockholders are to be reoffered to the public, an undertaking to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by underwriters during the subscription period, the amount of unsubscribed securities to be purchased by underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters of the securities being registered is to be made on terms differing from those set forth on the cover page of the prospectus, we will file a post-effective amendment to set forth the terms of such offering.

     4. (a) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

     (1) to include any prospectus required by Section 10(a)(3) of the 1933 Act;

     (2) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

     (3) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

     (b) that, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof; and

     (c) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

     (d) that, for the purpose of determining liability under the 1933 Act to any purchaser, if the Registrant is subject to Rule 430C: each prospectus filed pursuant to Rule 497(b), (c), (d) or (e) under the 1933 Act as part of this registration statement relating to an offering, other than prospectuses filed in reliance on Rule 430A under the 1933 Act, shall be deemed to be part of and included in this registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in this registration statement or prospectus that is part of this registration statement or made in a document incorporated or deemed incorporated by reference into this registration or prospectus that is part of this registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in this registration statement or prospectus that was part of this registration statement or made in any such document immediately prior to such date of first use.

     (e) that for the purpose of determining liability of the Registrant under the 1933 Act to any purchaser in the initial distribution of securities:

     The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:

     (1) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 497 under the 1933 Act;

     (2) the portion of any advertisement pursuant to Rule 482 under the 1933 Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

     (3) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

     (f) to file a post-effective amendment containing a prospectus pursuant to Section 8(c) of the 1933 Act prior to any offering by the Registrant pursuant to the issuance of rights to subscribe for shares below net asset value;

     (g) to file a post-effective amendment containing a prospectus pursuant to Section 8(c) of the 1933 Act prior to any offering below net asset value if the net dilutive effect of such offering (as calculated in the manner set forth in the dilution table contained in the prospectus), together with the net dilutive effect of any prior offerings made pursuant to this post-effective amendment (as calculated in the manner set forth in the dilution table contained in the prospectus), exceeds fifteen percent (15%);

     (h) to file a post-effective amendment to the registration statement, and to suspend any offers or sales pursuant the registration statement until such post-effective amendment has been declared effective under the 1933 Act, in the event the shares of Registrant are trading below its net asset value and either (i) Registrant receives, or has been advised by its independent registered accounting firm that it will receive, an audit report reflecting substantial doubt regarding the Registrant’s ability to continue as a going concern or (ii) Registrant has concluded that a material adverse change has occurred in its financial position or results of operations that has caused the financial statements and other disclosures on the basis of which the offering would be made to be materially misleading.

     5. (a) That for the purpose of determining any liability under the 1933 Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant under Rule 497(h) under the 1933 Act [17 CFR 230.497(h)] shall be deemed to be part of this registration statement as of the time it was declared effective; and

     (b) for the purpose of determining any liability under the 1933 Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

     6. The Registrant undertakes to send by first class mail or other means designed to ensure equally prominent delivery within two business days of receipt of a written or oral request the Registrant’s statement of additional information.

     7. Upon each issuance of securities pursuant to this Registration Statement, the Registrant undertakes to file a form of prospectus and/or form of prospectus supplement pursuant to Rule 497 and a post-effective amendment to the extent required by the 1933 Act and the rules and regulations thereunder, including, but not limited to a post-effective amendment pursuant to Rule 462(c) or Rule 462(d) under the 1933 Act.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in this City of Leawood and State of Kansas, on the 20th day of January, 2011.

Tortoise Energy Infrastructure Corporation
By:	/s/ David J. Schulte
	David J. Schulte, President

     Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.

/s/ Terry C. Matlack	Chief Financial Officer
Terry C. Matlack	(Principal Financial and Accounting Officer)	January 20, 2011
/s/ David J. Schulte	President and Chief Executive Officer
David J. Schulte	(Principal Executive Officer)	January 20, 2011
/s/ Conrad S. Ciccotello*	Director
Conrad S. Ciccotello		January 20, 2011
/s/ John R. Graham*	Director
John R. Graham		January 20, 2011
/s/ Charles E. Heath*	Director
Charles E. Heath		January 20, 2011
/s/ H. Kevin Birzer*	Director
H. Kevin Birzer		January 20, 2011

* By David J. Schulte pursuant to power of attorney, filed with the Registrant’s Registration Statement on Form N-2 on September 14, 2007 (File Nos. 333-146095 and 811-21462).

EXHIBIT INDEX

g.3	Fee Waiver Agreement
h.6	Purchase Agreement
k.12	Sixth Amendment to Credit Agreement

EX-99.G.3

Exhibit g.3

FEE WAIVER AGREEMENT

     THIS FEE WAIVER AGREEMENT (the “Agreement”) dated as of January 19, 2011, is by and between Tortoise Capital Advisors, L.L.C. (the “Advisor”) and Tortoise Energy Infrastructure Corporation (the “Company”).

     WHEREAS, the Advisor and the Company have entered into an Investment Advisory Agreement, dated September 15, 2009 (the “Advisory Agreement”), whereby the Advisor provides certain investment advisory services to the Company;

     WHEREAS, the Advisor desires to enter into this Agreement to waive certain fees due to the Advisor under the Advisory Agreement in connection with the offering by the Company of shares of its common stock in a registered direct offering pursuant to the terms of a Purchase Agreement dated January 19, 2011 (the “Offering”);

     WHEREAS, the Advisor understands and intends that: (i) the Company will rely on this Agreement in accruing the expenses of the Company for purposes of calculating net asset value and for other purposes; (ii) only the Company may terminate this Agreement; and (iii) the Company is expressly permitted to do the foregoing; and

     WHEREAS, the shareholders of the Company will benefit from the waiver set forth in this Agreement by incurring lower Company operating expenses than they would absent such waiver.

     NOW, THEREFORE, the Advisor agrees to waive, through July 19, 2011, all of it its fees due under the Advisory Agreement related to the net proceeds received by the Company from the Offering.

     IN WITNESS WHEREOF, the Advisor and the Company have agreed to this Fee Waiver Agreement as of the day and year first above written.

TORTOISE CAPITAL ADVISORS, L.L.C.
By:	/s/ Kenneth P. Malvey
Name:	Kenneth P. Malvey
Title:	Managing Director
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
By:	/s/ Zachary A. Hamel
Name:	Zachary A. Hamel
Title:	Senior Vice President

EX-99.H.6

Exhibit h.6

PURCHASE AGREEMENT

     This Purchase Agreement (the “Agreement”) is made as of January 19, 2011, by and among Tortoise Energy Infrastructure Corporation, a Maryland corporation (the “Fund”), Tortoise Capital Advisors, LLC, a Delaware limited liability company (the “Adviser”), and The Retirement Income Plan for the Employees of Underwriters Laboratories Inc. (the “Investor”). The Fund, the Adviser and the Investor are referred to herein individually as a “Party” and collectively as the “Parties.”

     In consideration of the premises and the mutual representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

     1. Authorization and Sale of Shares. The Fund has authorized the sale and issuance of One Hundred Thirty Thousand Eight Hundred Fifty Six (130,856) shares (the “Shares”) of common stock of the Fund, par value $0.001 per share (the “Common Stock”), to the Investor (the “Offering”). Upon the terms and subject to the conditions hereinafter set forth, at the Closing (as defined herein), the Fund will issues and sell to the Investor, and the Investor will purchase from the Fund, the Shares at $38.21 per share, for an aggregate purchase price of $5,000,007.76 (the “Purchase Price”). The Investor acknowledges that certificates representing the Shares will not be issued and instead the Shares will be credited to the Investor using customary book-entry procedures.

     2. Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall occur on January 20, 2011 at 9:00 a.m. (Kansas City time) or at such later date and time as the Parties may agree upon (such date and time of payment being herein called the “Closing Time”), at the offices of the Fund’s counsel. At the Closing, the Fund shall deliver to the Investor, using customary book-entry procedures, the Shares, and the Investor shall deliver to the Fund, via wire transfer, funds in the full amount of the Purchase Price to the bank account designated by the Fund on Exhibit A hereto.

     3. SEC Documents; Public Offering. The Fund has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form N-2 (File Nos. 333-165006 and 811-21462) which became effective on February 22, 2010, covering the registration of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and a notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules and regulations of the Commission under the 1933 Act and the 1940 Act (the “Rules and Regulations”). Promptly after execution and delivery of this Agreement, the Fund will prepare and file a post-effective amendment in accordance with Rule 462(d) and a prospectus supplement in accordance with the provisions of Rule 430A (“Rule 430A”) and paragraph (c) and/or (h) of Rule 497 (“Rule 497”) of the Rules and Regulations. The information included in any such prospectus supplement that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Such registration statement, including the

amendments thereto, the exhibits and schedules thereto at the time it became effective and including the Rule 430A Information and any statement of additional information incorporated therein by reference, is herein called the “Registration Statement.” The prospectus in the form furnished to the Investor for use in connection with the issuance and sale of the Shares, including the prospectus supplement filed pursuant to Rule 497, the base prospectus dated February 22, 2010, and the statement of additional information incorporated therein by reference, is herein called the “Prospectus.”

     4. Representations and Warranties.

     4.1 Representations and Warranties of the Fund and the Adviser. The Fund and the Adviser represent and warrant to the Investor as of the date hereof and as of the Closing Time, and agree with the Investor, as follows:

     (a) Compliance With Registration Requirements. The Registration Statement has become effective under the 1933 Act and the Rule 462(d) post-effective amendment will become effective upon its filing with the Commission. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose, have been instituted or are pending or, to the knowledge of the Fund or the Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with.

     At the respective times the Registration Statement and the Rule 462(d) post-effective amendment relating to the issuance and sale of the Shares to the Investor (filed before the Closing Time) became effective and at the Closing Time, the Registration Statement, the Rule 462(d) post-effective amendment, the notification on Form N-8A and all amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations, and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendment or supplement thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

     (b) Financial Statements. The statement of assets and liabilities included in the Registration Statement and the Prospectus, together with the related notes, presents fairly in accordance with generally accepted accounting principles (“GAAP”) in all material respects the financial position of the Fund at the date indicated and has been prepared in conformity with GAAP. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of audited financial statements included in the Registration Statement.

     (c) No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business (other than as a result of changes in market conditions generally) (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Fund, other than those in the ordinary course of business, which are material with respect to the Fund, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Fund on any class of its capital stock.

     (d) Good Standing. The Fund has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement; and the Fund is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.

     (e) Investment Company Status. The Fund is duly registered with the Commission under the 1940 Act as a nondiversified, closed-end management investment company, and no order of suspension or revocation of such registration has been issued or proceedings therefor initiated or, to the Fund’s knowledge, threatened by the Commission.

     (f) Authorization of Agreement; Absence of Defaults and Conflicts. This Agreement has been duly authorized, executed and delivered by the Fund and the Adviser, and (assuming the due authorization, execution and delivery of the Investor) constitutes a valid and binding obligation of the Fund and the Adviser, enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) or an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution hereunder may be limited by federal or state laws; and neither the execution and delivery of this Agreement nor the performance by the Fund or the Adviser of its obligations hereunder will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, (i) any agreement or instrument to which the Fund or the Adviser is a party or by which it is bound, (ii) the organizational documents of the Fund or the Adviser, or (iii) to the Fund’s or the Adviser’s knowledge, any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Fund or the Adviser or its properties or operations other than any conflict, breach or default that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Fund or the Adviser of the transactions contemplated by this Agreement, except as have been obtained or will be obtained prior to the Closing Time.

     (g) Authorization and Description of Shares. The Shares to be purchased by the Investor from the Fund hereunder have been duly authorized and, when issued and delivered by the Fund to the Investor against payment of the Purchase Price, will be validly issued, fully paid and non-assessable. The Shares conform to all statements relating thereto contained in the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; and the issuance and sale of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Fund.

     (h) NYSE Listing. The Shares have been duly authorized for listing, upon notice of issuance, on the NYSE and the Fund’s registration statement on Form 8-A under the 1934 Act has become effective.

     4.2 Representations and Warranties of the Adviser. The Adviser represents and warrants to the Investor as of the date hereof and as of the Closing Time and agrees with the Investor, as follows:

     (a) Good Standing of the Adviser. The Adviser has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the State of Delaware with full power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign entity to transact business and is in good standing in each other jurisdiction in which such qualification is required except as would not, individually or in the aggregate, result in a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of such Adviser, whether or not arising in the ordinary course of business.

     (b) Investment Adviser Status. The Adviser is duly registered and in good standing with the Commission as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and is not prohibited by the Advisers Act, the 1940 Act, or the rules and regulations under such acts, from acting under the Investment Advisory Agreement between the Adviser and the Fund as contemplated by the Prospectus.

     4.3 Representations and Warranties of the Investor. The Investor represents and warrants to the Fund and the Adviser as of the date hereof and as of the Closing Time, and agrees with the Fund and the Adviser as follows:

     (a) Good Standing. The Investor has been duly organized and is validly existing as a 501(c)(3) corporation in good standing under the laws of the State of Delaware and has the corporate power and authority to own, lease and operate its properties and to conduct its business as currently being conducted and to enter into and perform its obligations under this Agreement.

     (b) Authorization of Agreement; Absence of Defaults and Conflicts. This Agreement has been duly authorized, executed and delivered by the Investor, and (assuming the due authorization, execution and delivery of the Fund and the Adviser) constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) or an implied covenant of good faith and fair

dealing and except as rights to indemnification or contribution hereunder may be limited by federal or state laws; and neither the execution and delivery of this Agreement nor the performance by the Investor of its obligations hereunder will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, (i) any agreement or instrument to which the Investor is a party or by which it is bound, (ii) the organizational documents of the Investor, or (iii) to the Investor’s knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investor or its properties or operations other than any conflict, breach or default that would not, individually or in the aggregate, reasonably be expected to result in a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Investor, whether or not arising in the ordinary course of business; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Investor of the transactions contemplated by this Agreement, except as have been obtained or will be obtained prior to the Closing Time.

     (c) Prospectus. The Investor has received and read the Prospectus and the information incorporated by reference therein. The Investor understands that nothing in the Prospectus, this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares. The Investor acknowledges that it will be required to bear the cost, if any, of printing the Prospectus.

     (d) Indemnification. The Investor will indemnify the Fund and the Adviser against any claims against them for brokerage or similar fees or commissions payable to any broker, agent or finder retained by or on behalf of the Investor or any of its affiliates or subsidiaries in connection with the transactions contemplated by this Agreement.

     (e) Ownership. The Investor does not, and will not as a result of the transactions contemplated by this Agreement, own five percent or more of the Fund’s issued and outstanding Common Stock.

     (f) Trading Activities. The Investor’s trading and distribution activities with respect to the Fund’s Common Stock will be in compliance with all applicable state and federal securities laws, rule and regulations and the rules and regulations of the New York Stock Exchange. Neither the Investor nor any of its affiliates (as that term is defined in Rule 405 promulgated under the 1933 Act) has taken, nor will any of them take, directly or indirectly, any action designed to cause or that would result in, or which constitutes or that might reasonably be expected to constitute, the stabilization or manipulation of the price of the Fund’s Common Stock to facilitate the purchase, sale or resale of the Shares.

     5. Survival of Representations, Warranties and Agreements. Notwithstanding any investigation made by any Party to this Agreement, all covenants, agreements, representations and warranties made by the Fund, the Adviser and the Investor herein shall survive the execution

of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.

     6. Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be mailed (A) if within domestic United States by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile, or (B) if delivered from outside the United States, by International Federal Express or facsimile, and shall be deemed given (i) if delivered by first-class registered or certified mail domestic, three business days after so mailed, (ii) if delivered by a nationally recognized overnight carrier, one business day after so mailed, (iii) if delivered by International Federal Express, two business days after so mailed, or (iv) if delivered by facsimile, upon electronic confirmation of receipt and shall be delivered as addressed as follows:

          if to the Fund, to:

Tortoise Energy Infrastructure Corporation
11550 Ash Street, Suite 300
Leawood, Kansas 66211
Attention: Terry C. Matlack
Facsimile No.: (913) 981-1021

          if to the Investor, to:

Underwriters Laboratories Inc.
Attn: Jeffrey R. Smith
333 Pfingsten Road
Northbrook, IL 60062
Facsimile No.: (847) 313-2736

and

BNY Mellon Asset Servicing
Attn: Stephanie Wu
One Wall Street, 12th Floor
AIM #102-1200
New York, NY 10286

     7. Changes. This Agreement may not be modified or amended except pursuant to an instrument in writing signed by each Party.

     8. Headings. The headings of the various sections of this Agreement have been inserted for convenience or reference only and shall not be deemed to be part of this Agreement.

     9. Severability. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

     10. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF KANSAS APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE.

     11. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each Party and delivered to each other Party.

[Remainder of Page Intentionally Left Blank — Signature Page Follows]

     In witness whereof, the Parties have caused this Agreement to be executed by their respective representatives, hereunto duly authorized, as of the date first written above.

Tortoise Energy Infrastructure Corporation
By:	/s/ Zachary A. Hamel
Name:	Zachary A. Hamel
Title:	Senior Vice President
Tortoise Capital Advisors, LLC
By:	/s/ Kenneth P. Malvey
Name:	Kenneth P. Malvey
Title:	Managing Director
The Retirement Income Plan for the Employees of Underwriters Laboratories Inc.
By:	/s/ Kathleen M. Szczech
Name:	Kathleen M. Szczech
Title:	Senior Vice President and Treasurer

EXHIBIT A

Wire Transfer Instructions

EX-99.K.12

Exhibit k.12

SIXTH AMENDMENT TO CREDIT AGREEMENT

     This Sixth Amendment to Credit Agreement (the “Amendment”) is made and effective as of June 20, 2010, by and among TORTOISE ENERGY CAPITAL CORPORATION, a Maryland corporation (the “Borrower”); U.S. BANK NATIONAL ASSOCIATION, a national banking association, and BANK OF AMERICA, N.A., a national banking association (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.

Preliminary Statements

     (a) The Banks and the Borrower are parties to that certain Credit Agreement dated as of March 22, 2007, as amended by the First Amendment to Credit Agreement dated as of May 29, 2007, as further amended by the Second Amendment to Credit Agreement dated as of October 31, 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 20, 2009, and as further amended by the Fifth 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 June 20, 2011, reduce the amount of the total credit facility, and to make certain modifications to the terms of the Credit Agreement as set forth in the Amendment.

     (c) The Banks are willing to agree to the foregoing requests, 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 parties agree as follows:

     1. Modification to Section 1.1 Definitions. The following definition 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 June 20, 2011; 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 “$40,000,000” in Section 2.1 of the Credit Agreement is hereby deleted and is hereby replaced with “$35,000,000”.

     3. Modification to Section 2.2(a). The second paragraph of Section 2.2(a) of the Credit Agreement is hereby deleted in its entirety and is hereby replaced with the following:

          Notwithstanding anything herein to the contrary, on or after June 20, 2010, the Borrower may increase the total amount of this credit facility, as such amount is provided in Section 2.1 above, in an aggregate principal amount of up to $10,000,000 (for a total credit facility in an aggregate principal amount of up to $45,000,000) subject to the arrangement of additional commitments with financial institutions acceptable to the Borrower and the Agent; provided that in each case (1) no Bank will be required to increase its Revolving Credit Loan Commitment, (2) the Agent shall have no responsibility to

arrange any such additional commitments unless the Agent shall consent to such undertaking in a prior writing; and in any event, the Agent’s responsibility to arrange any additional commitments shall be subject to such conditions, including, but not limited to, fee arrangements, as the Agent may provide in connection therewith, (3) there is no continuing Default or Event of Default, and (4) the conditions to making a Revolving Credit Loan, as provided in Section 4.3(a) below, are satisfied.

     4. Modification to Section 3.1(a). All references to “2.00%” in Section 3.1(a) of the Credit Agreement are hereby deleted and are hereby replaced with “1.25%”.

     5. Modification to Section 3.1(c). The reference to “0.250%” in Section 3.1(c) of the Credit Agreement is hereby deleted and is hereby replaced with “0.200%”.

     6. Modification to Section 6.1(m). Section 6.1(m) of the Credit Agreement is hereby deleted in its entirety and is hereby replaced with the following:

     (m) Credit Rating. The Borrower shall maintain a minimum unsecured credit rating with respect to the Senior Notes of “A” by Fitch, Inc. (or an equivalent nationally recognized statistical rating organization).

     7. Modification to Exhibit A. Exhibit A as attached to the Credit Agreement is hereby deleted in its entirety and is hereby replaced with Exhibit A, attached to this Amendment.

     8. New Notes. Contemporaneously with the execution and delivery of this Amendment, the Borrower, as maker, shall execute and deliver (a) a new revolving credit note, in the stated principal amount of $20,000,000, in favor of U.S. Bank National Association, as payee (the “New U.S. Bank Note”), which New U.S. Bank 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 $30,000,000 (the “Old U.S. Bank Note”), and which New U.S. Bank 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; and (b) a new revolving credit note, in the stated principal amount of $15,000,000, in favor of Bank of America, N.A., as payee (the “New Bank of America Note”), which New Bank of America Note shall amend, restate and replace the Note dated as of June 20, 2009, from the Borrower, as maker, to Bank of America, N.A., as payee, in the stated principal amount of $10,000,000 (the “Old Bank of America Note”), and which New Bank of America 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.

     9. 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 each 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 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.

     10. 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:

Sixth Amendment to Credit Agreement — Page 2

     (a) Amendment. This Amendment;

     (b) New U.S. Bank Note. The New U.S. Bank Note;

     (c) New Bank of America Note. The New Bank of America Note;

     (d) 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 $35,000,000, 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;

     (e) 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 execution, delivery and performance by the Borrower of any documents related to this Amendment, (ii) the articles of incorporation and by-laws of the Borrower as delivered to the Agent pursuant to the Secretary’s Certificate dated June 20, 2009 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

     (f) Other Documents. Such other documents as the Agent may reasonably request to further implement the provisions of this Amendment or the transactions contemplated hereby.

     11. 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, the Agent and the Banks are not waiving any Default or Event of Default which may exist on the date hereof.

     12. Expenses. The Borrower agrees to pay and reimburse the Agent and/or the Banks for all out-of-pocket costs and expenses incurred in connection with the negotiation, preparation, execution, delivery, operation, enforcement and administration of this Amendment, including the reasonable fees and expenses of counsel to the Agent and the Banks.

     13. 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.

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

Sixth Amendment to Credit Agreement — Page 3

K.S.A. §16-118 Required Notice. This statement is provided pursuant to K.S.A. §16-118: “THIS AMENDMENT TO CREDIT AGREEMENT IS A FINAL EXPRESSION OF THE AMENDMENT TO CREDIT AGREEMENT BETWEEN THE BANKS (AS CREDITORS) AND THE BORROWER (AS DEBTOR) AND SUCH WRITTEN AMENDMENT TO CREDIT AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR ORAL AMENDMENT TO CREDIT AGREEMENT OR OF A CONTEMPORANEOUS ORAL AMENDMENT TO CREDIT AGREEMENT BETWEEN THE BANKS AND THE BORROWER.” THE FOLLOWING SPACE CONTAINS ANY NON-STANDARD TERMS, INCLUDING THE REDUCTION TO WRITING OF ANY PREVIOUS ORAL AMENDMENT TO CREDIT AGREEMENT:

NONE.

     The creditors and debtor, by their respective initials or signatures below, confirm that no unwritten amendment to credit agreement exists between the parties:

Creditor: __________

Creditor: __________

Debtor: ___________

[signature page(s) to follow]

Sixth Amendment to Credit Agreement — Initial Page

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

TORTOISE ENERGY CAPITAL CORPORATION, the Borrower
By:	/s/ Terry Matlack
	Name:	Terry Matlack
	Title:	Chief Financial Officer
U.S. BANK NATIONAL ASSOCIATION, as Agent and as a Bank
By:	/s/ Colleen S. Hayes
	Name:	Colleen S. Hayes
	Title:	Vice President
BANK OF AMERICA, N.A. as a Bank
By:	/s/ Jeffrey P. Yoakum
	Name:	Jeffrey P. Yoakum
	Title:	Senior Vice President

Sixth Amendment to Credit Agreement — Signature Page

EXHIBIT A

(Banks and Commitments)

	Revolving
	Credit Loan		Swingline Loan
	Commitment		Commitment		Bank’s Total		Bank’s Pro-Rata
Bank	Amount		Amount*		Commitment Amount		Percentage
U.S. Bank National Association	$	20,000,000	$	5,000,000	$	20,000,000		0.57142857142857
Bank of America, N.A.	$	15,000,000		0	$	15,000,000		0.42857142857143
TOTALS:	$	35,000,000	$	5,000,000	$	35,000,000		1.00000000000000

* 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.

Sixth Amendment to Credit Agreement — Exhibit A