EX-99.K25 18 ex99_k25.htm EXHIBIT K.25.

Exhibit k.25.
 
Confirmation of Acceptance

Reference is made to the Note Purchase and Private Shelf Agreement (as amended from time to time, the “Agreement”), dated as of December 18, 2014 between Tortoise Energy Infrastructure Corporation (the “Company”), on the one hand, and Prudential Investment Management, Inc. (“Prudential”) and each Prudential Affiliate which becomes party thereto, on the other hand.  All terms used herein that are defined in the Agreement have the respective meanings specified in the Agreement.

Prudential or the Prudential Affiliate which is named below as a Purchaser of Shelf Notes hereby confirms the representations as to such Shelf Notes set forth in Section 6 of the Agreement, and agrees to be bound by the provisions of the Agreement applicable to the Purchasers or holders of the Notes.

Pursuant to Section 2.2(f) of the Agreement, an Acceptance with respect to the following Accepted Notes is hereby confirmed:

I.
Accepted Notes:  Aggregate principal amount $60,000,000
 
(A)
(a)
Name of Purchaser:      The Prudential Insurance Company of America
 
(b)
Principal amount:      $15,500,000
 
(c)
Final maturity date:      June 14, 2025
 
(d)
Principal payment dates and amounts:      June 14, 2025 - $15,500,000
 
(e)
Interest rate:      3.20%
 
(f)
Interest payment period:      semiannually in arrears
 
(g)
Interest payment dates:      June 14 and December 14 of each year, commencing 6/14/2015
 
(h)
Payment and notice instructions:      As set forth on attached Purchaser Schedule
     
(B)
(a)
Name of Purchaser:      The Gibraltar Life Insurance Co., Ltd.
 
(b)
Principal amount:      $14,500,000
 
(c)
Final maturity date:      June 14, 2025
 
(d)
Principal payment dates and amounts:      June 14, 2025 - $14,500,000
 
(e)
Interest rate:      3.20%
 
(f)
Interest payment period:      semiannually in arrears
 
(g)
Interest payment dates:      June 14 and December 14 of each year, commencing 6/14/2015
 
(h)
Payment and notice instructions:      As set forth on attached Purchaser Schedule


(C)
(a)
Name of Purchaser:     The Gibraltar Life Insurance Co., Ltd.
 
(b)
Principal amount:     $14,500,000
 
(c)
Final maturity date:     April 9, 2026
 
(d)
Principal payment dates and amounts:     April 9, 2026 - $14,500,000
 
(e)
Interest rate:     3.27%
 
(f)
Interest payment period:     semiannually in arrears
 
(g)
Interest payment dates:     April 9 and October 9 of each year, commencing 10/9/2015
 
(h)
Payment and notice instructions:     As set forth on attached Purchaser Schedule
     
(D)
(a)
Name of Purchaser:     The Prudential Insurance Company of America
 
(b)
Principal amount:     $7,850,000
 
(c)
Final maturity date:     April 9, 2026
 
(d)
Principal payment dates and amounts:     April 9, 2026 - $7,850,000
 
(e)
Interest rate:     3.27%
 
(f)
Interest payment period:     semiannually in arrears
 
(g)
Interest payment dates:     April 9 and October 9 of each year, commencing 10/9/2015
 
(h)
Payment and notice instructions:      As set forth on attached Purchaser Schedule
     
(E)
(a)
Name of Purchaser:     The Prudential Insurance Company of America
 
(b)
Principal amount:     $7,650,000
 
(c)
Final maturity date:     April 9, 2026
 
(d)
Principal payment dates and amounts:     April 9, 2026 - $7,650,000
 
(e)
Interest rate:     3.27%
 
(f)
Interest payment period:     semiannually in arrears
 
(g)
Interest payment dates:     April 9 and October 9 of each year, commencing 10/9/2015
 
(h)
Payment and notice instructions:     As set forth on attached Purchaser Schedule
 
II.
Closing Day:  April 9, 2015

III.
Issuance Fee:  None
 

IV.    Prudential hereby acknowledges receipt of a revised Schedule 5.15 (Existing Indebtedness as of March 20, 2015) and waives the time period for delivery requirements in Section 2.2(d) related to the information attached to the Request for Purchase.
 
 
Tortoise Energy Infrastructure Corporation
     
 
By
 
   
Name:
 
   
Title:
 
 
 
Prudential Investment Management, Inc.
     
 
By
 
   
Vice President
     
 
The Prudential Insurance Company of America
     
 
By
 
   
Vice President
     
 
The Gibraltar Life Insurance Co., Ltd.
     
 
By:
Prudential Investment Management Japan Co., Ltd., as Investment Manager
 
By:
Prudential Investment Management, Inc., as Sub-Adviser
     
 
By
 
   
Vice President
 

PURCHASER SCHEDULE
Tortoise Energy Infrastructure Corporation
3.20% Senior Notes, Series NN, due June 14, 2025

   
Aggregate
Principal
Amount of Notes
to be Purchased
Note
Denomination(s)
       
 
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
$15,500,000
$15,500,000
       
(1)
All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
   
       
 
JPMorgan Chase Bank
New York, NY
ABA No.:  XXXXX
Account Name:  Prudential Managed Portfolio
Account No.:  XXXXX (please do not include spaces)
   
       
 
Each such wire transfer shall set forth the name of the Company, a reference to "3.20% Senior Notes, Series NN, due June 14, 2025, Security No. INV11835, PPN 89147LN@5" and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made.
   
       
(2)
Address for all notices relating to payments:
   
       
 
The Prudential Insurance Company of America
c/o Investment Operations Group
Gateway Center Two, 10th Floor
100 Mulberry Street
Newark, NJ 07102-4077
 
Attention:  Manager, Billings and Collections
   
       
(3)
Address for all other communications and notices:
   
       
 
The Prudential Insurance Company of America
c/o Prudential Capital Group
2200 Ross Avenue, Suite 4300
Dallas, TX 75201
 
Attention:  Managing Director, Energy Finance Group - Oil & Gas
   
 
PS-1

(4)
Address for Delivery of Notes:
   
       
 
Send physical security by nationwide overnight delivery service to:
 
Prudential Capital Group
2200 Ross Avenue, Suite 4300
Dallas, TX 75201
Attention: William H. Bulmer
Telephone: (214) 720-6204
   
       
(5)
Tax Identification No.: XXXXXXX
   
 
PS-2

   
Aggregate
Principal
Amount of Notes
to be Purchased
Note
Denomination(s)
       
 
THE GIBRALTAR LIFE INSURANCE CO., LTD.
$14,500,000
$14,500,000
       
(1)
All principal, interest and Make-Whole Amount payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
   
       
 
JPMorgan Chase Bank
New York, NY
ABA No.:  XXXXXX
Account Name:  GIBPRVHFR1
Account No.:  XXXXX (please do not include spaces)
   
       
 
Each such wire transfer shall set forth the name of the Company, a reference to "3.20% Senior Notes, Series NN, due June 14, 2025, Security No. INV11835, PPN 89147LN@5" and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made.
   
       
(2)
All payments, other than principal, interest or Make-Whole Amount, on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
   
       
 
JPMorgan Chase Bank
New York, NY
ABA No. XXXXX
Account No. XXXXXX
Account Name:  Prudential International Insurance Service Co.
   
       
 
Each such wire transfer shall set forth the name of the Company, a reference to "3.20% Senior Notes, Series NN, due June 14, 2025, Security No. INV11835, PPN 89147LN@5" and the due date and application (e.g., type of fee) of the payment being made.
   
 
PS-3

(3)
Address for all notices relating to payments:
   
       
 
The Gibraltar Life Insurance Co., Ltd.
2-13-10, Nagata-cho
Chiyoda-ku, Tokyo 100-8953, Japan
 
Telephone:  81-3-5501-6680
Facsimile:  81-3-5501-6432
E-mail:  mizuho.matsumoto@gib-life.co.jp
 
Attention:  Mizuho Matsumoto, Team Leader of Investment
Administration Team
 
and e-mail copy to:
 
Ito_Yuko@gib-life.co.jp
Maki.Ichihari@gib-life.co.jp
Kenji.Inoue@gib-life.co.jp
   
       
(4)
Address for all other communications and notices:
   
       
 
Prudential Private Placement Investors, L.P.
c/o Prudential Capital Group
2200 Ross Avenue, Suite 4300
Dallas, TX 75201
 
Attention:  Managing Director, Energy Finance Group - Oil & Gas
   
       
(5)
Address for Delivery of Notes:
   
       
 
Send physical security by nationwide overnight delivery service to:
 
Prudential Capital Group
2200 Ross Avenue, Suite 4300
Dallas, TX 75201
 
Attention:  William H. Bulmer
Telephone:  (214) 720-6204
   
       
(6)
Tax Identification No.:  XXXXXXX
   
 
PS-4

PURCHASER SCHEDULE
Tortoise Energy Infrastructure Corporation
3.27% Senior Notes, Series OO, due April 9, 2026

   
Aggregate
Principal
Amount of Notes
to be Purchased
Note
Denomination(s)
       
 
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
$15,500,000
$7,850,000
     
$7,650,000
(1)
All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
   
       
 
JPMorgan Chase Bank
New York, NY
ABA No.:  XXXXXX
   
       
 
Account Name:  Motorola
Account No.: XXXXXX (please do not include spaces) (in the case of payments on account of the Note originally issued in the principal amount of $7,850,000)
   
       
 
Account Name:  Prudential Separate Account Group Annuity Investment Account Privates (SAGA)
Account No.: XXXXXX (please do not include spaces) (in the case of payments on account of the Note originally issued in the principal amount of $7,650,000)
   
       
 
Each such wire transfer shall set forth the name of the Company, a reference to "3.27% Senior Notes, Series OO, due April 9, 2026, Security No. INV11835, PPN 89147LN#3" and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made.
   
       
(2)
Address for all notices relating to payments:
   
       
 
The Prudential Insurance Company of America
c/o Investment Operations Group
Gateway Center Two, 10th Floor
100 Mulberry Street
Newark, NJ 07102-4077
 
Attention:  Manager, Billings and Collections
   
       
(3)
Address for all other communications and notices:
   
       
 
The Prudential Insurance Company of America
c/o Prudential Capital Group
2200 Ross Avenue, Suite 4300
Dallas, TX 75201
 
Attention:  Managing Director, Energy Finance Group - Oil & Gas
   
 
PS-5

(4)
Address for Delivery of Notes:
   
       
 
Send physical security by nationwide overnight delivery service to:
 
Prudential Capital Group
2200 Ross Avenue, Suite 4300
Dallas, TX 75201
 
Attention: William H. Bulmer
Telephone: (214) 720-6204
   
       
(5)
Tax Identification No.: XXXXXXX
   
 
PS-6

   
Aggregate
Principal
Amount of Notes
to be Purchased
Note
Denomination(s)
       
 
THE GIBRALTAR LIFE INSURANCE CO., LTD.
$14,500,000
$14,500,000
       
(1)
All principal, interest and Make-Whole Amount payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
   
       
 
JPMorgan Chase Bank
New York, NY
ABA No.:  XXXXXXX
Account Name:  GIBPRVHFR1
Account No.: XXXXXXX (please do not include spaces)
   
       
 
Each such wire transfer shall set forth the name of the Company, a reference to "3.27% Senior Notes, Series OO, due April 9, 2026, Security No. INV11835, PPN 89147LN#3" and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made.
   
       
(2)
All payments, other than principal, interest or Make-Whole Amount, on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
   
       
 
JPMorgan Chase Bank
New York, NY
ABA No. XXXXXXX
Account No. XXXXXXX
Account Name:  Prudential International Insurance Service Co.
   
       
 
Each such wire transfer shall set forth the name of the Company, a reference to "3.27% Senior Notes, Series OO, due April 9, 2026, Security No. INV11835, PPN 89147LN#3" and the due date and application (e.g., type of fee) of the payment being made.
   
 
PS-7

(3)
Address for all notices relating to payments:
   
       
 
The Gibraltar Life Insurance Co., Ltd.
2-13-10, Nagata-cho
Chiyoda-ku, Tokyo 100-8953, Japan
 
Telephone:  81-3-5501-6680
Facsimile:  81-3-5501-6432
E-mail:  mizuho.matsumoto@gib-life.co.jp
 
Attention:  Mizuho Matsumoto, Team Leader of Investment
Administration Team
 
and e-mail copy to:
 
Ito_Yuko@gib-life.co.jp
Maki.Ichihari@gib-life.co.jp
Kenji.Inoue@gib-life.co.jp
   
       
(4)
Address for all other communications and notices:
   
       
 
Prudential Private Placement Investors, L.P.
c/o Prudential Capital Group
2200 Ross Avenue, Suite 4300
Dallas, TX 75201
 
Attention:  Managing Director, Energy Finance Group - Oil & Gas
   
       
(5)
Address for Delivery of Notes:
   
       
 
Send physical security by nationwide overnight delivery service to:
 
Prudential Capital Group
2200 Ross Avenue, Suite 4300
Dallas, TX 75201
 
Attention:  William H. Bulmer
Telephone:  (214) 720-6204
   
       
(6)
Tax Identification No.:  XXXXXXX
   
 
 
PS-8