CREDIT AGREEMENT





                          dated as of December 5, 2005





                                     between





                       TORTOISE ENERGY CAPITAL CORPORATION






                                       and






                         U.S. BANK NATIONAL ASSOCIATION






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                      $50,000,000 Revolving Credit Facility

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                                CREDIT AGREEMENT

     This  Credit  Agreement  is  made as of  December  5,  2005 by and  between
TORTOISE ENERGY CAPITAL  CORPORATION,  a Maryland  corporation (the "Borrower"),
with its chief  executive  office located at 10801 Mastin,  Suite 222,  Overland
Park,  Kansas  66210,  and U.S. BANK NATIONAL  ASSOCIATION,  a national  banking
association  (the  "Bank"),with  an office  located  at 9900  West 87th  Street,
Overland Park, Kansas 66212.

     The parties agree as follows:

                                   Section 1
                              General Definitions

     1.1  Definitions. When used in this Agreement, the following terms have the
following meanings:

     "Affiliate"  means a Person (1) which owns or otherwise  has an interest in
five percent or more of any equity interest of the Borrower, (2) five percent or
more of the equity  interests of which the Borrower (or any shareholder or other
equity holder, director,  officer, employee or subsidiary of the Borrower or any
combination  thereof)  owns or  otherwise  has an  interest  in,  or (3)  which,
directly or through one or more intermediaries,  is controlled by, controls,  or
is under common  control with the  Borrower.  For purposes of subpart (3) above,
"control" means the ability, directly or indirectly, to affect the management or
policies of a Person by virtue of an ownership interest, by right of contract or
any other means.

     "Agreement" means this Credit  Agreement,  as amended,  renewed,  restated,
replaced or otherwise modified from time to time.

     "Business  Day" means a day on which the Bank is open for  business  to the
general public other than a Saturday or Sunday.

     "Closing  Date"  means  the  date of this  Agreement,  as set  forth in the
introductory paragraph of this Agreement.

     "Common  Listed Equity Units" means any of the following  financial  assets
held in the Securities  Account:  (1) securities traded on a national securities
exchange in the United States, (2) cash and cash equivalents that have a readily
obtainable  market  value,  (3) bonds  rated  Baa or  better  by the  applicable
national  rating  agency,  and (4) such other assets as may be acceptable to the
Bank in the exercise of its sole and absolute discretion.

     "Common  Listed  Equity Units Value" means,  at any date,  the value of all
Common  Listed  Equity  Units  as  customarily   determined  by  the  Securities
Intermediary  and as  reflected  in the  account  statement  for the  Securities
Account (or as would be reflected  if an account  statement  for the  Securities
Account  were to be  issued by the  Securities  Intermediary  as of such  date);
provided,  however, that, with respect to Common Listed Equity Units of the type
described  in subpart (4) of the  definition  thereof,  the value of such assets
shall be the value  assigned to such assets by the Bank,  in the exercise of its
sole and absolute discretion,  and without regard to the value of such assets as
reflected in an account statement for the Securities Account.

     "Credit Documents" means this Agreement,  the Note and any other agreements
or documents  with the Bank existing on or after the Closing Date  evidencing or
otherwise  relating to any of the  transactions  described in or contemplated by
this  Agreement,  and  any  amendments,  renewals,  restatements,  replacements,
consolidations or other modifications of any of the foregoing from time to time.

                           Credit Agreement - Page 1

     "Debt"  means any of the  following:  (1)  indebtedness  or  liability  for
borrowed money; (2) obligations evidenced by bonds,  debentures,  notes or other
similar instruments; (3) obligations for the deferred purchase price of property
or  services;  (4)  obligations  as lessee  under  capital  leases;  (5) current
liabilities in respect of unfunded vested benefits under Plans covered by ERISA;
(6)  obligations  under  letters  of credit or  acceptance  facilities;  (7) all
guarantees,  endorsements  (other than for collection or deposit in the ordinary
course of business) and other  contingent  obligations  to purchase,  to provide
funds for  payment,  to supply  funds to invest in any Person,  or  otherwise to
assure a creditor against loss; and (8) obligations  secured by a Lien,  whether
or not the obligations have been assumed.

     "Default"  means an event or condition the occurrence of which would,  with
the lapse of time or the giving of notice or both, become an Event of Default.

     "Default Rate" has the meaning provided in Section 3.1 of this Agreement.

     "Environmental  Laws" means all federal,  state, local and other applicable
statutes, ordinances, rules, regulations, judicial orders or decrees, common law
theories of liability,  governmental or quasi-governmental directives or notices
or other laws or matters  existing on or after the Closing Date  relating in any
respect to occupational safety, health or environmental protection.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended  from  time to time,  and all rules  and  regulations  from time to time
promulgated thereunder.

     "Event  of  Default"  has  the  meaning  provided  in  Section  7.1 of this
Agreement.

     "Funded Debt" means Debt of the Borrower of the type  described in subparts
(1), (2),  (3), (4) and (6) of the  definition of "Debt" in this Section 1.1 and
includes, in any event, the Loan and the Senior Notes.

     "GAAP" means generally accepted  accounting  principles in effect from time
to time in the United States of America.

     "Hazardous  Substance" means any hazardous,  toxic,  dangerous or otherwise
environmentally unsound substance, waste or other material, in whatever form, as
defined or described in, or contemplated by, any Environmental Law and any other
hazardous,  toxic,  dangerous or otherwise  environmentally  unsound  substance,
waste or other material in whatever form, or any other substance, waste or other
material regulated by any Environmental Law.

     "Lien"  means any  mortgage,  deed of  trust,  pledge,  security  interest,
hypothecation,  assignment, deposit arrangement, encumbrance, lien (statutory or
other),  or preference,  priority,  or other security  agreement or preferential
arrangement, charge or encumbrance of any kind or nature whatsoever,  including,
without limitation, any conditional sale or other title retention agreement, any
financing  lease having  substantially  the same  economic  effect as any of the
foregoing, or the filing of any financing statement under the Uniform Commercial
Code or comparable law of any jurisdiction to evidence any of the foregoing.

     "Loans" means all Revolving  Credit Loans. The term "Loan" may refer to all
Revolving  Credit Loans then  outstanding  or, as the context so  requires,  any
particular Revolving Credit Loan then outstanding under this Agreement.

     "Material  Adverse  Effect"  means  (1) a  material  adverse  effect on the
assets,  liabilities,  business,  prospects,  operations,  income or  condition,
financial  or  otherwise,  of the  Borrower,  (2) a material  impairment  of the
ability of the  Borrower to pay,  perform or observe its  obligations  under the
Credit

                           Credit Agreement - Page 2

Documents,  or  (3) a  material  impairment  of  the  enforceability  or
availability  of the rights or remedies stated to be available to the Bank under
the Credit Documents.

     "Note" means the Revolving Credit Note.

     "Permitted Debt" means any of the following: (1) accrued expenses and trade
account payables incurred in the ordinary course of the Borrower's business; (2)
the Senior Notes;  (3) Debt to the Bank;  and (4) other Debt approved in advance
by the Bank in a writing delivered to the Borrower.

     "Permitted  Liens"  means  any of  the  following:  (1)  Liens  for  taxes,
assessments or  governmental  charges not delinquent or being  contested in good
faith  and by  appropriate  proceedings  and  for  which  adequate  reserves  in
accordance with GAAP are maintained on the Borrower's  books;  (2) Liens arising
out  of  deposits  in  connection  with  workers'   compensation,   unemployment
insurance,  old age pensions or other  social  security or  retirement  benefits
legislation;  (3) deposits or pledges to secure bids, tenders,  contracts (other
than contracts for the payment of money), leases, statutory obligations,  surety
and appeal bonds,  and other  obligations of like nature arising in the ordinary
course of the Borrower's business; (4) Liens imposed by law, such as mechanics',
workers', materialmen's,  carriers' or other like Liens (excluding, however, any
Lien in favor of a landlord)  arising in the ordinary  course of the  Borrower's
business which secure the payment of obligations which are not past due or which
are being diligently contested in good faith by appropriate  proceedings and for
which adequate reserves in accordance with GAAP are maintained on the Borrower's
books;  and (5)  rights  of way,  zoning  restrictions,  easements  and  similar
encumbrances  affecting the  Borrower's  real property  which do not  materially
interfere with the use of such property.

     "Person"  means an  individual,  corporation,  limited  liability  company,
partnership,  trust,  governmental  entity or any other entity,  organization or
group whatsoever.

     "Plan" means an employee benefit plan (as defined in Section 3(3) of ERISA)
maintained for employees of the Borrower on or after the Closing Date.

     "Revolving  Credit  Loan" has the  meaning  provided in Section 2.2 of this
Agreement.

     "Revolving  Credit  Note" has the  meaning  provided in Section 2.2 of this
Agreement.

     "Securities  Account" means  securities  account number 19-9235 held at the
Securities Intermediary.

     "Securities Intermediary" means U.S. Bank National Association.

     "Senior  Notes"  means  the  Borrower's   $120,000,000  aggregate  original
principal  amount  Auction  Rate  Senior  Notes,  which  are  comprised  of  the
$60,000,000  Series A Auction  Rate Senior  Notes due  November 14, 2045 and the
$60,000,000 Series B Auction Rate Senior Notes due November 14, 2045.

     "Termination  Date"  means  February  10,  2006  or,  if such  day is not a
Business Day, the immediately preceding Business Day.

     1.2  Accounting and Other Terms.

          (a) General.  All  accounting  terms not  specifically  defined herein
shall be construed in accordance with GAAP.  Unless the context clearly requires
otherwise, all references to "dollars" or "$" are to United States dollars. This
Agreement and the other Credit  Documents  shall be construed  without regard to
any  presumption  or rule requiring  construction  against the party causing any
such  document  or any  portion  thereof to be  drafted.  The  Section and other
headings in this  Agreement and any

                           Credit Agreement - Page 3

index at the beginning of this  Agreement are for  convenience of reference only
and shall  not limit or  otherwise  affect  any of the terms of this  Agreement.
Similarly,  any page footers or headers or similar word processing,  document or
page  identification  numbers in this  Agreement or any index or exhibit are for
convenience of reference only and shall not limit or otherwise affect any of the
terms  of this  Agreement,  nor  shall  there be any  requirement  that any such
footers or other  numbers be  consistent  from page to page.  Unless the context
clearly requires otherwise,  any reference to a Section of this Agreement refers
to all Sections  and  Subsections  thereunder.  Any pronoun used herein shall be
deemed to cover all genders.  Defined  terms used in this  Agreement  may be set
forth  in  Section  1.1 or  other  Sections  of this  Agreement,  and  all  such
definitions defined in the singular shall have a corresponding meaning when used
in the plural and vice versa.

          (b)  Changes in GAAP.  If at any time any change in GAAP would  affect
the  computation of any financial  ratio or requirement  set forth in any Credit
Document, and either the Borrower or the Bank shall so request, the Bank and the
Borrower  shall  negotiate in good faith to amend such ratio or  requirement  to
preserve the original intent thereof in light of such change in GAAP;  provided,
however, that, until so amended, (1) such ratio or requirement shall continue to
be computed in accordance  with GAAP prior to such change  therein,  and (2) the
Borrower  shall provide to the Bank  financial  statements  and other  documents
required under this Agreement or as reasonably requested hereunder setting forth
a reconciliation  between  calculations of such ratio or requirement made before
and after giving effect to such change in GAAP.

                                   Section 2
                                Credit Facility

     2.1  Total  Credit  Facility.  The Bank  agrees,  subject  to the terms and
conditions  of  this  Agreement,  to  make  a  total  credit  facility  of up to
$50,000,000  available to the Borrower upon its request therefor, as provided in
this Section 2.

     2.2  Revolving Credit Loans.

          (a) General.  The Bank agrees,  subject to the terms and conditions of
this Agreement, to make revolving credit loans ("Revolving Credit Loans") to the
Borrower from time to time from the Closing Date to the Business Day immediately
preceding  the  Termination  Date up to a maximum  principal  amount at any time
outstanding  equal to  $50,000,000.  In no event shall the Bank be  obligated to
make any  Revolving  Credit Loan if (1) after  giving  effect to such  Revolving
Credit Loan, the aggregate  principal balance of Funded Debt would exceed 50% of
the Common  Listed  Equity Units  Value,  or (2) any Default or Event of Default
exists or would result from the making of such Revolving Credit Loan. Subject to
the terms and conditions of this Agreement,  the Borrower may borrow,  repay and
re-borrow under the Revolving Credit Loan facility.

          (b)  Revolving  Credit  Note.  All  Revolving  Credit  Loans  shall be
evidenced by, and shall be payable in accordance  with the terms and  conditions
of, a promissory note substantially in the form of Exhibit A hereto (as amended,
renewed,  restated,  replaced,  consolidated or otherwise  modified from time to
time, the "Revolving Credit Note").

                                   Section 3
                   Finance Charges, Repayment And Other Terms

     3.1  Interest Rate.

          (a)  General.  Interest on each advance  hereunder  shall accrue at an
annual rate equal to 0.95% plus the one-month LIBOR rate quoted by the Bank from
Telerate Page 3750 or any successor thereto, which shall be that one-month LIBOR
rate in effect two New York Banking Days prior to the

                           Credit Agreement - Page 4

beginning of each calendar month,  adjusted for any reserve  requirement and any
subsequent costs arising from a change in government regulation, such rate to be
reset at the beginning of each succeeding month. The term "New York Banking Day"
means any day (other  than a Saturday or Sunday) on which  commercial  banks are
open for  business  in New York,  New York.  If the initial  advance  under this
Agreement occurs other than on the first day of the month, the initial one-month
LIBOR rate  shall be that  one-month  LIBOR rate in effect two New York  Banking
Days prior to the date of the initial  advance,  which rate plus the  percentage
described  above shall be in effect for the  remaining  days of the month of the
initial advance;  such one-month LIBOR rate to be reset at the beginning of each
succeeding month. The Bank's internal records of applicable interest rates shall
be determinative in the absence of manifest error.

          (b)  Default  Rate.  Upon or  after  the  occurrence  and  during  the
continuation  of any Event of Default,  the principal  amount of each Loan shall
bear  interest  at a rate per  annum  equal to three  percent  (3.0%)  above the
interest  rate that  would  otherwise  apply  under  Section  3.1(a)  above (the
"Default Rate").

          (c)  Computation of Interest.  Interest on the  outstanding  principal
balance  of all Loans  and all  other  obligations,  if any,  under  the  Credit
Documents with respect to which interest  accrues  pursuant to the terms of this
Agreement  shall be  calculated  on a daily  basis,  computed  on the basis of a
360-day  year for the actual  number of days elapsed (or, if the Bank so elects,
on the basis of twelve 30-day months for the actual number of days elapsed).

          (d) Usury. In no contingency or event  whatsoever  shall the aggregate
of all  amounts  deemed  interest  hereunder  or under the Note and  charged  or
collected  pursuant to the terms of this Agreement or any other Credit Documents
exceed the highest  rate  permissible  under any law which a court of  competent
jurisdiction shall, in a final determination, deem applicable thereto. If such a
court  determines  that the Bank has charged or received  interest  hereunder or
under the other Credit  Documents in excess of the highest  applicable rate, the
Bank shall  apply such excess to any other  obligations  then due and payable by
the Borrower under the Credit Documents,  whether principal,  interest,  fees or
otherwise,  and shall refund the remainder of such excess  interest,  if any, to
the Borrower,  and such rate shall  automatically be reduced to the maximum rate
permitted by such law.

     3.2  Payments  of  Principal,  Interest  and  Costs.  Except  as  otherwise
provided  in  this  Agreement,   the  Borrower  agrees  to  pay  the  Borrower's
obligations under the Credit Documents as follows:

          (a)  Revolving Credit Loan.

               (1)  Interest.  Accrued interest on outstanding principal balance
                    of the  Revolving  Credit  Loan is payable on the earlier to
                    occur of (A) the first day of each month (beginning  January
                    1, 2005), or (B) the Termination Date.

               (2)  Principal.   The  outstanding   principal   balance  of  the
                    Revolving Credit Loan is payable on the Termination Date.

          (b)  Other  Obligations.  Costs,  fees  and  expenses  and  any  other
obligations  payable by the  Borrower  pursuant to this  Agreement  or the other
Credit  Documents shall be payable as and when provided in this Agreement or the
other Credit  Documents,  as the case may be, or, if no specific  provision  for
payment is made, on demand.

     3.3  Voluntary Prepayments.  The Borrower has the right, without penalty or
premium,  to prepay the Loan,  in whole or in part, at any time and from time to
time after the Closing Date.

                           Credit Agreement - Page 5

     3.4  Mandatory Prepayments.

          (a) Combined Loan to Value. If, at any time, the aggregate outstanding
principal  balance of Funded Debt exceeds 60% of the Common  Listed Equity Units
Value, the Borrower shall immediately prepay the Loan in an amount sufficient to
reduce the aggregate unpaid principal  balance of the Loan by an amount equal to
such excess.

          (b) Legal Requirement. If at any time the Borrower or the Bank, as the
case may be, is required by applicable  law to prepay or cause to be prepaid all
or any portion of the Loan, the Borrower shall immediately prepay the Loan in an
amount  sufficient  to  satisfy  such legal  requirement.  For  purposes  of the
preceding  sentence,  "applicable  law" and "legal  requirement"  shall include,
without  limitation,  any legal requirement or restriction  imposed by virtue of
Regulation  U of the Board of  Governors  of the Federal  Reserve  System or the
Investment  Company  Act of 1940,  as  amended,  or the  rules  and  regulations
promulgated thereunder.

     3.5  Method of Payment.  Payments due the Bank under this Agreement and the
other Credit Documents shall be made in immediately  available funds to the Bank
at its office described in the  introductory  paragraph of this Agreement unless
the Bank gives  notice to the  contrary.  Payments so received at or before 1:00
p.m.  Kansas City time on any Business Day shall be deemed to have been received
by the Bank on that Business Day.  Payments received after 1:00 p.m. Kansas City
time on any  Business  Day shall be deemed  to have  been  received  on the next
Business Day, and interest, if payable in respect of such payment,  shall accrue
thereon until such next Business Day.

     3.6  Use of Proceeds.  The Revolving  Credit Loans shall be used solely for
purposes  of: (1) the  Borrower's  acquisition  of  investment  property  in the
ordinary course of its business;  (2) the Borrower's general working capital and
other general  corporate  needs;  and (3) paying costs and expenses  incurred in
connection with the closing of the transactions contemplated by this Agreement.

     3.7  Notice  and  Manner of  Borrowing.  The  Borrower  shall give the Bank
notice of its intention to borrow under any  Revolving  Credit Loan at least one
Business  Day  before  the  Business  Day such  Loan is to be  disbursed  to the
Borrower, and shall specify: (1) the proposed funding date of such Loan; and (2)
the amount of such Loan.  All notices  given under this  Section by the Borrower
shall be  irrevocable  and shall be given not later than 11:00 a.m.  Kansas City
time on the day which is not less than the  number of  Business  Days  specified
above for such notice.  For purposes of this Section,  the Borrower  agrees that
the Bank may rely and act upon any  request for a Loan from any  individual  who
the Bank,  absent  gross  negligence  or willful  misconduct,  believes  to be a
representative of the Borrower.

     3.8  Capital Adequacy. If the Bank determines that the adoption of any law,
rule or regulation  regarding capital adequacy,  or any change therein or in the
interpretation or application thereof or compliance by the Bank with any request
or directive regarding capital adequacy (whether or not having the force of law)
from any central bank or governmental  authority,  does or shall have the effect
of reducing  the rate of return on the Bank's  capital as a  consequence  of its
obligations  hereunder to a level below that which the Bank could have  achieved
but for such  adoption,  change or  compliance  (taking into  consideration  the
Bank's  policies  with respect to capital  adequacy) by an amount  deemed by the
Bank,  in its sole  discretion,  to be material,  then from time to time,  after
submission  by the  Bank to the  Borrower  of a  written  demand  therefor,  the
Borrower  shall  pay to the Bank  such  additional  amount  or  amounts  as will
compensate  the Bank for such  reduction.  A  certificate  of the Bank  claiming
entitlement  to payment as set forth in this Section  shall be conclusive in the
absence of manifest error.  Such  certificate  shall set forth the nature of the
occurrence  giving rise to such payment,  the additional amount or amounts to be
paid to the Bank,  and the  method by which such  amounts  were  determined.  In
determining  such  amount,  the  Bank  may  use  any  reasonable  averaging  and
attribution method.

                           Credit Agreement - Page 6

     3.9  Application  of Payments and  Collections.  The  Borrower  irrevocably
waives  the  right  to  direct  the  application  of any  and all  payments  and
collections  at any time or times  after the Closing  Date  received by the Bank
from or on behalf of the Borrower, and the Borrower agrees that the Bank has the
continuing  exclusive  right to apply and reapply any and all such  payments and
collections  received at any time or times after the Closing Date by the Bank or
its agent against the Borrower's obligations under the Credit Documents, in such
manner  as the Bank may deem  advisable,  notwithstanding  any entry by the Bank
upon any of its books and records.

     3.10 Periodic  Statement.  The  Bank may  account  to the  Borrower  with a
periodic  statement  of loan  balances,  charges and  payments  made or received
pursuant to this Agreement, and any such statement rendered by the Bank shall be
deemed  final,  binding  and  conclusive  upon the  Borrower  unless the Bank is
notified  by the  Borrower in writing to the  contrary  within 45 days after the
date such  statement is made  available to the Borrower.  Any such notice by the
Borrower shall only be deemed an objection to those items specifically  objected
to in such notice.

                                   Section 4
                               Lending Conditions

     4.1  Credit  Documents.  Notwithstanding  anything  herein  or in the other
Credit  Documents to the  contrary,  the Bank shall not be obligated to make the
initial Loan under this  Agreement  to the Borrower  until the Bank has received
the following documents, duly executed and delivered by all parties thereto, and
otherwise satisfactory in form and content to the Bank:

          (a)  Credit Agreement. This Agreement;

          (b)  Note. The Revolving Credit Note;

          (c)  Loan  Disbursement  Instructions.  Written  instructions from the
               Borrower to the Bank directing the  disbursement  of the proceeds
               of the initial Loan made pursuant to this Agreement;

          (d)  Form  U-1.  A Form  U-1 for the  Borrower  whereby,  among  other
               things,  the  Borrower  represents  and  warrants  that  the Loan
               proceeds  may be used to  purchase  or carry  margin  stock,  the
               Borrower  hereby  concurring  with the  assessment  of the market
               value of any margin stock and other investment property described
               therein as of the date provided therein;

          (e)  Opinion of Borrower's  Counsel.  The favorable written opinion to
               the Bank of Blackwell  Sanders  Peper Martin LLP,  counsel to the
               Borrower,  regarding the Borrower,  the Credit  Documents and the
               transactions  contemplated by this Agreement and the other Credit
               Documents;

          (f)  Certificate of Borrower's  Secretary.  A certificate  executed by
               the Borrower's  secretary  whereby such  secretary  affirms that,
               among other things, attached to such certificate is (1) a copy of
               the Borrower's  board  resolutions  authorizing  the borrowing of
               monies and all other matters set forth in or  contemplated by the
               Credit Documents,  (2) a copy of the Borrower's by-laws in effect
               on the Closing  Date,  (3) a copy of the  Borrower's  articles or
               certificate of incorporation and all amendments thereto,  and (4)
               a certificate of good standing for the Borrower,  dated on or not
               more than 10 days prior to the Closing  Date,  from the Secretary
               or State of the state of  incorporation  of the Borrower and from
               the Secretary of State of Kansas; and

                           Credit Agreement - Page 7

          (g)  Other Items. Such other  agreements,  documents and assurances as
               the  Bank  may   reasonably   request  in  connection   with  the
               transactions   described  in  or   contemplated   by  the  Credit
               Documents.

If the  Bank,  in its  sole  and  absolute  discretion,  elects  to  make a Loan
notwithstanding  the Borrower's  failure to comply with all of the terms of this
Section,  then the Bank  shall  not be  deemed  to have  waived  the  Borrower's
compliance  therewith,  nor to have waived any of the Bank's  other rights under
this  Agreement;  and in any event the Bank,  if it so  elects,  may  declare an
immediate  Event of  Default  if the  Borrower  fails to  furnish to the Bank on
demand any of the Credit Documents  described in this Section or otherwise fails
to comply with any condition precedent set forth in any Credit Document, in each
case irrespective of whether such failure occurs on or after the Closing Date or
the making of such Loan.

     4.2  Additional Conditions Precedent to Initial Loan. The Bank's obligation
to make the  initial  Loan  under  this  Agreement  shall also be subject to the
satisfaction,  in the Bank's sole judgment,  of each of the following conditions
precedent:

          (a)  Since  the  date of the  financial  statements  submitted  by the
               Borrower to the Bank immediately prior to the Closing Date, there
               shall not have  occurred any act or event which could  reasonably
               be expected to have a Material Adverse Effect;

          (b)  No action, proceeding,  investigation,  regulation or legislation
               shall have been  instituted,  threatened  or proposed  before any
               court,   governmental  agency  or  legislative  body  to  enjoin,
               restrain  or  prohibit,  or to obtain  damages in respect  of, or
               which is related to or arises out of this  Agreement or the other
               Credit   Documents  or  the   consummation  of  the  transactions
               contemplated hereby or thereby or which, in the Bank's reasonable
               determination,  would  make  it  inadvisable  to  consummate  the
               transactions  contemplated  by this Agreement or the other Credit
               Documents; and

          (c)  The Borrower  shall have paid all legal fees and other closing or
               like  costs  and  expenses  of the Bank  which  the  Borrower  is
               obligated to pay hereunder.

     4.3  Conditions  Precedent to All Loans. The obligation of the Bank to make
each Loan under this Agreement (including, without limitation, the initial Loan)
shall be subject to the further  conditions  precedent that, on the date of each
such Loan:

          (a)  The following  statements shall be true: (1) the  representations
               and  warranties of the Borrower  contained in this  Agreement and
               the other Credit  Documents  are correct on and as of the date of
               such Loan as though  made on and as of such  date,  and (2) there
               exists no Default or Event of Default as of such date,  nor would
               any  Default  or Event of Default  result  from the making of the
               Loan requested by the Borrower;

          (b)  The Borrower  shall have signed and sent to the Bank, if the Bank
               so requests, a request for advance,  setting forth in writing the
               amount of the Loan requested and the other  information  required
               pursuant to this Agreement; provided, however, that the foregoing
               condition  precedent  shall not prevent the Bank, if it so elects
               in its  sole  discretion,  from  making  a Loan  pursuant  to the
               Borrower's non-written request therefor; and

          (c)  The Bank shall have  received such other  approvals,  opinions or
               documents as it may reasonably request.

                           Credit Agreement - Page 8

The Borrower agrees that the making of a request by the Borrower for a Revolving
Credit Loan, whether in writing,  by telephone or otherwise,  shall constitute a
certification  by the Borrower that all  representations  and  warranties of the
Borrower in the Credit  Documents  are true as of the date  thereof and that all
required conditions to the making of the Revolving Credit Loan have been met.

                                   Section 5
                         Representations And Warranties

     5.1  Representations,   Warranties  and  Covenants  of  the  Borrower.  The
Borrower represents, and warrants to the Bank as follows:

          (a)  Organization  and  Existence.  The Borrower (1) is a  corporation
duly  incorporated,  validly existing and in good standing under the laws of the
state of its  incorporation as reflected in the  introductory  paragraph of this
Agreement,  (2) is in good  standing in all other  jurisdictions  in which it is
required to be  qualified to do business as a foreign  corporation,  and (3) has
obtained all licenses and permits and has filed all  registrations  necessary to
the  operation  of its  business;  except  where the failure to so qualify or to
obtain  such  licenses  or permits  could not  reasonably  be expected to have a
Material Adverse Effect.

          (b)  Authorization  by  the  Borrower.  The  execution,  delivery  and
performance  by  the  Borrower  of the  Credit  Documents  (1)  are  within  the
Borrower's  corporate  powers,  (2) have been duly  authorized  by all necessary
corporate or similar  action,  (3) do not contravene the Borrower's  articles or
certificate of incorporation or by-laws,  or any law or contractual  restriction
binding on or  affecting  the  Borrower or its  properties  (including,  without
limitation,  any contractual  restriction  arising under or otherwise related to
the Senior  Notes),  and (4) do not result in or require the  creation of a Lien
upon any of the Borrower's existing or future assets.

          (c)  Approval of Governmental  Bodies. No authorization or approval or
other action by, and no notice to or filing with, any governmental  authority or
regulatory  body is required for the due execution,  delivery and performance by
the  Borrower of the Credit  Documents or the exercise by the Bank of its rights
thereunder.

          (d)  Enforceability  of  Obligations.  The  Credit  Documents  are the
legal,  valid and binding  obligations of the Borrower  enforceable  against the
Borrower in accordance with their respective terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or
similar laws affecting the  enforceability  of creditors'  rights  generally and
subject to the discretion of courts in applying equitable remedies.

          (e)  Financial  Statements.  All financial  statements of the Borrower
which have been furnished to the Bank fairly present the financial  condition of
the Borrower, as of the dates reflected on the financial statements,  and fairly
present the results of its  operations for the period  covered  thereby,  all in
accordance with GAAP,  except for the omission of footnotes in interim financial
statements and subject to normal year-end  adjustments.  As of the Closing Date,
there has been no material adverse change in the financial  condition or results
from  operations  of the Borrower  since the dates of the most recent  financial
statements of the Borrower submitted to the Bank.

          (f)  Litigation.   There  is  no  pending  or  threatened   action  or
proceeding  affecting  the Borrower or any of its  properties  before any court,
governmental  agency  or  arbitrator  which,  if  determined  adversely  to  the
Borrower, could reasonably be expected to have a Material Adverse Effect.

          (g)  Existing  Debt.  The  Borrower  has no Debt other than  Permitted
Debt.

                           Credit Agreement - Page 9

          (h)  Taxes. The Borrower has filed all required federal,  state, local
and other tax returns and has paid, or made  adequate  provision for the payment
of, any taxes due pursuant thereto or pursuant to any assessment received by the
Borrower  except such taxes, if any, as are being contested in good faith and as
to which adequate reserves have been provided.

          (i)  Stock and Records.  All outstanding capital stock of the Borrower
was and is properly issued, and all books and records of the Borrower, including
but not limited to its minute books,  by-laws and books of account, are accurate
and complete in all material respects. The Borrower is not obligated on or after
the Closing Date to redeem or otherwise  acquire,  or pay any  dividends or make
any other distributions in respect of, any of its stock.

          (j)  Hazardous   Materials.   The  Borrower  has  complied   with  all
Environmental  Laws and all of its  facilities,  leaseholds,  assets  and  other
property comply with all Environmental Laws, except where such failure to comply
could not reasonably be expected to have a Material Adverse Effect. There are no
outstanding or threatened citations,  notices or orders of non-compliance issued
to the  Borrower  or  relating to its  facilities,  leaseholds,  assets or other
property.  The Borrower has been issued all licenses,  certificates,  permits or
other  authorizations  required under any  Environmental  Law or by any federal,
state or local  governmental  or  quasi-governmental  entity,  except  where the
failure to obtain such license, certificate, permit or other authorization could
not reasonably be expected to have a Material Adverse Effect.

          (k)  Title to Property;  Liens.  The Borrower has good and  marketable
title to all property purported to be owned by it subject to no Liens other than
Permitted Liens.

          (l)  Insolvency.  After  the  execution  and  delivery  of the  Credit
Documents and the disbursement of the initial Loan hereunder,  the Borrower will
not be  insolvent  within the meaning of the United  States  Bankruptcy  Code or
unable to pay its debts as they mature.

          (m)  Survival of  Representations.  All representations and warranties
made in this Section 5 shall  survive the  execution  and delivery of the Credit
Documents and the making of the Loans.

                                   Section 6
                                   Covenants

     6.1  Affirmative Covenants.  So long as any Loans remain unpaid or the Bank
has any  commitment to extend credit to or for the benefit of the Borrower,  the
Borrower covenants to the Bank as follows:

          (a)  Compliance   with  Laws.  The  Borrower  shall  comply  with  all
applicable  laws,  rules,  regulations and orders  affecting the Borrower or its
properties,  including, without limitation, all Environmental Laws, except where
such  failure to comply  could not  reasonably  be  expected  to have a Material
Adverse Effect.

          (b)  Reporting  Requirements.  The Borrower  shall furnish to the Bank
such information respecting the condition or operations, financial or otherwise,
of the Borrower as the Bank may reasonably request from time to time.

          (c)  Preservation  of Business and Corporate  Existence.  The Borrower
shall:  (1) carry on and conduct its principal  business  substantially as it is
now being  conducted;  (2) maintain in good standing its existence and its right
to transact  business in those states in which it is required by applicable  law
to be  qualified to do business;  and (3)  maintain  all  licenses,  permits and
registrations necessary to the conduct of its business; except where the failure
to so maintain  its right to transact  business  or to maintain

                           Credit Agreement - Page 10

such licenses, permits or registrations could not reasonably be expected to have
a Material Adverse Effect.

          (d)  Payment of Taxes.  The Borrower shall pay and  discharge,  before
they become delinquent,  all taxes,  assessments and other governmental  charges
imposed  upon it, its  properties,  or any part  thereof,  or upon the income or
profits  therefrom  and all claims for labor,  materials  or  supplies  which if
unpaid might be or become a Lien or charge upon any of its property, except such
items as it is in good faith  appropriately  contesting and as to which adequate
reserves have been provided to the Bank's satisfaction.

          (e)  Employee Plans.  The Borrower shall: (1) notify the Bank promptly
of the  establishment of any Plan, except that prior to the establishment of any
"welfare  plan" (as defined in Section  3(1) of ERISA)  covering any employee of
the Borrower  for any period after such  employee's  termination  of  employment
other  than  such  period   required   by  the   Consolidated   Omnibus   Budget
Reconciliation  Act of 1986 or  "defined  benefit  plan" (as  defined in Section
3(35) of ERISA),  it will  obtain  the Bank's  prior  written  approval  of such
establishment;  (2) at all times make prompt payments or  contributions  to meet
the minimum  funding  standards of Section 412 of the  Internal  Revenue Code of
1986,  as amended,  with  respect to each Plan;  (3)  promptly  after the filing
thereof,  furnish to the Bank a copy of any report required to be filed pursuant
to  Section  103 of ERISA in  connection  with  each  Plan for each  Plan  year,
including but not limited to the Schedule B attached thereto, if applicable; (4)
notify the Bank promptly of any "reportable  event" (as defined in ERISA) or any
circumstances arising in connection with any Plan which might constitute grounds
for the termination  thereof by the Pension Benefit Guaranty  Corporation or for
the appointment by the appropriate  United States District Court of a trustee to
administer  the Plan,  the  initiation  of any audit or inquiry by the  Internal
Revenue  Service  or the  Department  of  Labor  of any  Plan or  transaction(s)
involving or related to any Plan, or any "prohibited  transaction" as defined in
Section 406 of ERISA or Section 4975(c) of the Internal Revenue Code of 1986, as
amended;  (5)  notify the Bank  prior to any  action  that  could  result in the
assertion  of  liability  under  Subtitle  E of Title IV of ERISA  caused by the
complete or partial  withdrawal from any multiemployer  plan or to terminate any
defined  benefit plan sponsored by the Borrower;  and (6) promptly  furnish such
additional  information  concerning  any Plan as the Bank may from  time to time
request.

          (f)  Notice of Default.  The Borrower shall give prompt written notice
to the Bank of the  occurrence  of any Default or Event of Default  under any of
the Credit Documents.  Similarly,  the Borrower shall give prompt written notice
to the Bank of any  failure to pay,  perform or observe or any other  default by
the Borrower under any other existing or future  agreement by which the Borrower
is bound if such default could reasonably be expected to have a Material Adverse
Effect.

          (g)  Books and Records;  Inspection;  Bank Audits. The Borrower shall:
(1) maintain  complete and accurate  books and  financial  records in accordance
with GAAP (except that interim  financial  statements need not contain footnotes
and may be subject to normal  year-end  audit  adjustments);  (2) during  normal
working  hours permit the Bank and Persons  designated  by the Bank to visit and
inspect its properties,  to inspect its books and financial  records  (including
its journals,  orders, receipts and correspondence which relates to its accounts
receivable),  and to discuss its affairs,  finances and accounts  receivable and
operations  with  its  directors,   officers,   employees  and  agents  and  its
independent public  accountants;  and (3) permit the Bank and Persons designated
by the Bank to perform  reviews of such books and financial  records when and as
requested by the Bank.

          (h)  Further  Assurances.  The Borrower agrees to execute,  deliver or
perform,  or cause to be executed,  delivered or performed,  all such documents,
agreements or acts, as the case may be, as the Bank may reasonably  request from
time to time to create, evidence or assure the Bank's rights and remedies under,
or as contemplated by, the Credit Documents or at law or in equity.

                           Credit Agreement - Page 11

     6.2  Negative Covenants. So long as any Loans remain unpaid or the Bank has
any  commitment  to extend  credit to or for the  benefit of the  Borrower,  the
Borrower covenants to the Bank as follows:

          (a)  Liens.  The Borrower shall not create or suffer to exist any Lien
on or with respect to any of its properties, whether the Borrower owns or has an
interest in such property on the Closing Date or at any time thereafter,  except
for Permitted Liens. If, notwithstanding the foregoing, the Borrower at any time
creates  or suffers  to exist any Lien to secure  any Debt  (including,  without
limitation,  any Debt evidenced by any of the Senior Notes),  the Borrower shall
be deemed to have granted to the Bank at such time,  without  further  action on
any Person's part, a security  interest in all existing and future assets of the
Borrower,  including,  without  limitation,  all  financial  assets  held in the
Securities  Account  and all  other  investment  property  of the  Borrower,  as
security  for all existing  and future  obligations  of the Borrower to the Bank
under the  Credit  Documents.  In such  event:  (1) the Bank and the  Securities
Intermediary  shall be  authorized - without  notice to, the consent of or other
action by the  Borrower  - to take such  action as the Bank deems  necessary  or
advisable to perfect or otherwise  assure the Bank with respect to such security
interest  (including,  without  limitation,  to provide the Bank  control of the
Borrower's  financial  assets  held  in the  Securities  Account,  as  the  term
"control"  is defined in  ss.8-106(d)(2)  of the Uniform  Commercial  Code as in
effect in any jurisdiction);  and (2) if so requested by the Bank, the Borrower,
at its  expense,  shall  cause the  holder of any such Lien  granted to a Person
other than Bank to take such action as the Bank  reasonably  deems  necessary or
advisable  to cause the priority of such Lien to rank on a pari passu basis with
the Bank's Lien.

          (b)  Debt.  The Borrower  shall not create or suffer to exist any Debt
except for Permitted Debt.

          (c)  Structure; Disposition of Assets. The Borrower shall not merge or
consolidate  with or otherwise  acquire,  or be acquired  by, any other  Person;
provided,  however,  that  the  foregoing  prohibition  on  acquisitions  by the
Borrower shall not prohibit the Borrower from acquiring  investment  property in
the  ordinary  course of its  business.  The Borrower  shall not sell,  lease or
otherwise  transfer  any  property,  except  for  the  disposition  of  obsolete
equipment  and the sale or  other  disposition  of  investment  property  in the
ordinary course of the Borrower's business.

          (d)  Subsidiaries;  New  Business.  The Borrower  shall not create any
subsidiary, or render any services or otherwise enter into any business which is
not substantially similar to that existing on the Closing Date.

          (e)  Conflicting  Agreements.  The  Borrower  shall not enter into any
agreement  any term or condition of which  conflicts  with any provision of this
Agreement or the other Credit Documents.

          (f)  Changes in Accounting Principles; Fiscal Year. The Borrower shall
not make any change in its  principles  or methods of accounting as currently in
effect,  except such  changes as are required by GAAP,  nor shall the  Borrower,
without first obtaining the Bank's written consent, change its fiscal year.

          (g)  Transactions With Affiliates. Other than the advisor relationship
existing on the Closing Date with Tortoise Capital  Advisors,  LLC, the Borrower
shall not enter into or be a party to any transaction or arrangement,  including
without  limitation,  the purchase,  sale or exchange of property of any kind or
the rendering of any service, with any Affiliate,  except in the ordinary course
of and pursuant to the reasonable  requirements  of the Borrower's  business and
upon fair and  reasonable  terms  substantially  as favorable to the Borrower as
those which would be obtained in a  comparable  arms-length  transaction  with a
non-Affiliate.

                           Credit Agreement - Page 12

          (h)  Amount  Invested in Single MLP. The  Borrower  shall not make any
investment in any single master  limited  partnership or other single entity if,
at the time of such investment or after giving effect  thereto,  the fair market
value of such investment would exceed $90,000,000.

                                   Section 7
                                    Default

     7.1  Events of Default.  Each of the following  events shall  constitute an
Event of Default hereunder:

          (a)  General.  The  Borrower  fails to pay,  perform  or  observe  any
               obligation of the Borrower to the Bank under the Credit Documents
               or any other  term,  covenant  or other  provision  in any Credit
               Document  in  accordance  with the  terms  thereof  and,  if such
               default  is  curable,  the  Borrower  fails to cure such  default
               within five days after written notice from the Bank specifying in
               reasonable  detail the nature of such  default is received by the
               Borrower; provided, however, that the Borrower shall not have any
               cure  rights  under  this   Subsection  (a)  if  the  outstanding
               principal balance of Funded Debt exceeds 80% of the Common Listed
               Equity Units Value at any time after the Closing Date; or

          (b)  Other  Bank  Default.  Any  "Event of  Default"  (as such term is
               defined in any other  Credit  Document to which the Borrower is a
               party) occurs; or

          (c)  Misrepresentation.   Any   representation  or  warranty  made  or
               furnished by the Borrower in  connection  with this  Agreement or
               the other Credit Documents proves to be incorrect,  incomplete or
               misleading  in any  material  respect  when  made,  or  any  such
               representation  or  warranty  becomes  incorrect,  incomplete  or
               misleading in any material respect and the Borrower fails to give
               the Bank prompt written notice thereof; or

          (d)  Cross-Default.  The Borrower fails to pay any Debt (excluding any
               monetary  obligation due the Bank under the Credit Documents,  as
               contemplated  by Subsection  (a) above,  but  including,  without
               limitation,  the Senior Notes) or to perform or observe any other
               obligation  or term in respect of such Debt,  and, as a result of
               any such  failure,  the  holder  of such Debt  accelerates  or is
               entitled to  accelerate  the  maturity  thereof or requires or is
               entitle to require the  Borrower or some other Person to purchase
               or otherwise acquire such Debt; or

          (e)  Insolvency.  The  Borrower  ceases to be solvent  or suffers  the
               appointment  of  a  receiver,   trustee,   custodian  or  similar
               fiduciary or makes an assignment for the benefit of creditors; or
               any  petition  for an order for relief is filed by or against the
               Borrower under the federal  Bankruptcy  Code or any similar state
               insolvency  statute  (except,  in the  case of a  petition  filed
               against the Borrower,  if such proceeding is dismissed  within 60
               days after the petition is filed,  unless prior  thereto an order
               for relief is entered under the federal  Bankruptcy Code); or the
               Borrower makes any offer of settlement,  extension or composition
               to their respective unsecured creditors generally; or

          (f)  Contest Credit Documents.  The Borrower challenges or contests in
               any action,  suit or proceeding the validity or enforceability of
               any of the Credit Documents or the legality or  enforceability of
               any  obligation  of the  Borrower  to the Bank  under the  Credit
               Documents; or

                           Credit Agreement - Page 13

          (g)  Judgments.  One or more  judgments,  decrees  or  orders  for the
               payment of money in excess of  $100,000 in the  aggregate  during
               any 12-month period is rendered against the Borrower.

     7.2  Obligation to Lend; Acceleration.  After the occurrence and during the
continuation of any Default,  the Bank may declare the obligation of the Bank to
make Loans or to otherwise extend credit  hereunder to be terminated,  whereupon
the same  shall  forthwith  terminate.  After  the  occurrence  and  during  the
continuation  of any  Event of  Default,  the Bank may  declare  the  Note,  all
interest  thereon,  and all other  obligations of the Borrower to the Bank under
the Credit  Documents to be forthwith due and payable,  whereupon the Note,  all
such  interest  thereon  and all such  other  obligations  shall  become  and be
forthwith due and payable,  without  presentment,  protest or further  notice or
demand of any kind, all of which are waived by the Borrower. If, notwithstanding
the foregoing,  after the occurrence and during the  continuation of any Default
or Event of Default,  as the case may be, the Bank elects (any such  election to
be in the Bank's  sole and  absolute  discretion)  to make one or more  advances
under  this  Agreement  or to not  accelerate  all  or  any  of  the  Borrower's
obligations,  any such  election  shall  not  preclude  the Bank  from  electing
thereafter  (in its sole and  absolute  discretion)  to not make  advances or to
accelerate all or any of the Borrower's obligations, as the case may be.

     7.3  Remedies.  Upon or after the occurrence and during the continuation of
any Event of Default, the Bank has and may exercise from time to time all rights
and  remedies  available  at law or in equity,  all of which rights and remedies
shall be  cumulative,  and none of which  shall be  exclusive,  and all of which
shall be in addition to any other rights or remedies contained in this Agreement
or any of the other Credit Documents.

     7.4  Ranking of Loans;  Compliance  with  Investment  Company  Act of 1940.
Notwithstanding  anything  herein  or in  the  other  Credit  Documents  to  the
contrary,  so long as the Senior Notes  constitute  senior  indebtedness  of the
Borrower the Loans and all other obligations of the Borrower  hereunder or under
the other Credit Documents shall rank pari passu in all respects with the Senior
Notes, including with respect to distributions of the assets of the Borrower and
with respect to the payment of interest; provided, however, that, if the Bank is
deemed to have been  granted a Lien  pursuant to the second  sentence of Section
6.2(a) of this  Agreement,  the Bank shall be entitled to enjoy the  benefits of
such Lien but shall share the net proceeds of any collateral  realized on by the
Bank,  to the extent the Bank receives  such  proceeds,  with the holders of the
Senior  Notes on a pari passu  basis.  It is the  intention  of the Bank and the
Borrower to comply with the provisions of the Investment Company Act of 1940, as
amended, and the rules and regulations  promulgated thereunder (the "1940 Act").
If any term,  condition or other provision in this Agreement or any of the other
Credit  Documents is deemed by the  Securities  and Exchange  Commission  or any
court to render any Loan or other  obligation  incurred  under any of the Credit
Documents a separate "class of senior securities representing indebtedness," for
purposes of Section 18(c) of the 1940 Act, and to have preferential  rights over
the Senior Notes in violation of Section 18(c) of the 1940 Act, the Bank and the
Borrower  agree to  diligently  and in good faith  negotiate an amendment to the
applicable  Credit  Documents so as to comply with Section 18(c) of the 1940 Act
provided that such  amendment  does not impair the Bank's  fundamental  economic
rights under the Credit Documents.

                                   Section 8
                                 Miscellaneous

     8.1 Notices. Except as otherwise provided herein, all notices, requests and
demands to or upon a party to this Agreement to be effective shall be in writing
and shall be deemed  validly  given upon  receipt  thereof,  whether by personal
delivery,  U.S. mail, fax, other electronic  transmission or otherwise,  in each
case addressed as follows:

                           Credit Agreement - Page 14

                     If to the Bank:

                     U.S. Bank National Association
                     9900 West 87th Street
                     Overland Park, Kansas 66212
                     Attn.:  Mr. Paul Tymosko
                     Fax No.:  913-652-5111

                     with a copy (which shall not constitute notice) to:

                     Shook, Hardy & Bacon L.L.P.
                     2555 Grand Blvd.
                     Kansas City, Missouri  64108
                     Attn.:  Mark Ovington, Esq.
                     Fax No.: 816-421-5547

                     If to the Borrower:

                     Tortoise Energy Capital Corporation
                     10801 Mastin Boulevard, Suite 222
                     Overland Park, Kansas 66210
                     Attn.:  Terry Matlack
                     Fax No.:  913-981-1021

                     with a copy (which shall not constitute notice) to:

                     Blackwell Sanders Peper Martin LLP
                     4801 Main Street
                     Suite 1000
                     Kansas City, Missouri 64112
                     Attn.:  Scott H. Thompson, Esq.
                     Fax No.:  816-983-8080

or to such other  address or  telecopy  number as each party may  designate  for
itself by like notice given in accordance with this Section.

     8.2 Indemnity.  The Borrower agrees to indemnify,  defend and hold harmless
the Bank and each shareholder,  director, officer, employee, agent, attorney and
other  representative of or contractor for the Bank from and against any and all
damages, settlement amounts, expenses (including, without limitation, attorney's
fees and court costs), other losses,  claims or other assertions of liability of
any nature whatsoever  incurred by or on behalf of or asserted  against,  as the
case may be, any one or more of such indemnified  parties at any time arising in
whole or in part out of the Borrower's failure to observe,  perform or discharge
any  of  the  Borrower's  duties  under  any  of  the  Credit  Documents  or any
misrepresentation  made by or on behalf of the Borrower  under any of the Credit
Documents.  Without  limiting the  generality of the  foregoing,  this indemnity
shall extend to any claims asserted  against the Bank or such other  indemnitees
by any Person  under any  Environmental  Laws or  similar  laws by reason of the
Borrower's  or any other  Person's  failure to comply  with laws  applicable  to
Hazardous Substances. The Borrower further agrees to indemnify,  defend and hold
harmless the Bank and each  shareholder,  director,  officer,  employee,  agent,
attorney and other representative of or contractor for the Bank from and against
any  and  all  damages,   settlement  amounts,   expenses  (including,   without
limitation,  attorneys'  fees and court costs),  other  losses,  claims or other
assertions of liability of any nature whatsoever  incurred by or on behalf of or
asserted  against,  as the  case  may be,  any  one or more of such  indemnified
parties  at any time in  connection  with any one or more  indemnified  parties'
actions or inactions relating in any

                           Credit Agreement - Page 15

respect to the Credit Agreement, any of the other Credit Documents or any of the
transactions described in or contemplated by any of the foregoing, except to the
extent such losses arise out of such  indemnified  party's  gross  negligence or
willful misconduct.  All indemnities given by the Borrower to the Bank under the
Credit Documents,  including,  without limitation,  the indemnities set forth in
this Section,  shall survive the repayment of the Loans and the  termination  of
this Agreement.

     8.3 Entire  Agreement;  Modification of Agreement;  Sale of Interest.  This
Agreement and the other Credit Documents,  together with all other  instruments,
agreements and certificates  executed by the parties in connection  therewith or
with reference thereto, embodies the entire agreement between the parties hereto
and thereto with respect to the subject matter hereof and thereof and supersedes
all  prior  agreements,  understandings  and  inducements,  whether  express  or
implied,  oral or  written.  This  Agreement  may not be  modified,  altered  or
amended,  except by an agreement in writing signed by the Borrower and the Bank.
The  Borrower  may not  directly or  indirectly  sell,  assign or  transfer  any
interest in or rights under this Agreement or any of the other Credit Documents.
The Borrower consents to the Bank's participation, sale, assignment, transfer or
other  disposition,  at any time or times on or after the Closing  Date, of this
Agreement  and any of the other Credit  Documents,  or of any portion  hereof or
thereof,  including,  without limitation,  the Bank's rights, title,  interests,
remedies,  powers and duties hereunder or thereunder;  provided,  however, that,
unless  an  Event of  Default  is then in  effect  or the  Termination  Date has
occurred, the Bank shall not have the right to sell this Agreement or any of the
other Credit  Documents  without first  obtaining the  Borrower's  prior written
consent thereto.

     8.4 Reimbursement of Expenses. If, at any time or times prior or subsequent
to the Closing  Date,  regardless  of whether an Event of Default then exists or
any of the transactions  contemplated hereunder are concluded,  the Bank employs
counsel for advice or other  representation,  or incurs  reasonable legal and/or
appraisers',  liquidators',  investment  bankers' expenses and/or other costs or
out-of-pocket  expenses in connection  with: (a) the negotiation and preparation
of this Agreement and any of the other Credit Documents,  any amendment or other
modification  of this  Agreement or any of the other Credit  Documents;  (b) any
litigation,  contest, dispute, suit, proceeding or action (whether instituted by
the  Bank,  the  Borrower  or any  other  Person)  in any way  relating  to this
Agreement,  any of the other Credit Documents or the Borrower's affairs;  and/or
(c) any  attempt to enforce any rights of the Bank  against the  Borrower or any
other Person  which may be obligated to the Bank by virtue of this  Agreement or
any  of the  other  Credit  Documents  irrespective  of  whether  litigation  is
commenced in pursuance of such rights (all of which are hereinafter collectively
referred to as the "Expenses");  then, in any and each such event, such Expenses
shall be payable on demand by the  Borrower  to the Bank.  Additionally,  if any
taxes (excluding taxes imposed upon or measured by the income of the Bank) shall
be payable on account of the  execution  or  delivery of this  Agreement  or the
other Credit Documents, or the execution, delivery, issuance or recording of any
of the Credit  Documents,  or the creation of any of the Borrower's  obligations
under the Credit Documents,  by reason of any federal, state or local statute or
other law existing on or after the Closing Date,  the Borrower will pay all such
taxes,  including,  but not limited to, any interest and penalties thereon,  and
will  indemnify and hold the Bank harmless from and against all  liabilities  in
connection therewith.

     8.5 Indulgences Not Waivers. The Bank's failure, at any time or times on or
after the Closing Date,  to require  strict  performance  by the Borrower of any
provision  of this  Agreement  or the other  Credit  Documents  shall not waive,
affect or diminish any right of the Bank thereafter to demand strict  compliance
and performance therewith.  Any suspension or waiver by the Bank of a Default or
an Event of Default by the  Borrower  under this  Agreement  or any of the other
Credit  Documents shall not suspend,  waive or affect any other Default or Event
of  Default by the  Borrower  under this  Agreement  or any of the other  Credit
Documents,  whether the same is prior or  subsequent  thereto and whether of the
same or of a different type. None of the undertakings,  agreements,  warranties,
covenants and representations of the Borrower contained in this Agreement or any
of the other Credit Documents and no Default or Event of Default by the Borrower
under this  Agreement  or any of the other Credit  Documents  shall be deemed to
have been suspended or waived by the Bank,  unless such  suspension or waiver is
by

                           Credit Agreement - Page 16

an instrument in writing specifying such suspension or waiver and is signed by a
duly  authorized  representative  of the Bank and directed and  delivered to the
Borrower.

     8.6 Severability. Wherever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this  Agreement  shall be prohibited by or invalid under
applicable law, such provision  shall be ineffective  only to the extent of such
prohibition or invalidity,  without invalidating the remainder of such provision
or the remaining provisions of this Agreement.

     8.7 Successors and Assigns.  This Agreement and the other Credit Documents,
shall be binding upon and inure to the benefit of the  successors and assigns of
the  Borrower  and the Bank.  This  provision,  however,  shall not be deemed to
modify Section 8.3 hereof.

     8.8 General Waivers by Borrower. Except as otherwise expressly provided for
in this Agreement,  the Borrower waives:  (a) presentment,  protest,  demand for
payment,  notice of  dishonor  demand and  protest  and  notice of  presentment,
default,  notice  of  nonpayment,  maturity,  release,  compromise,  settlement,
extension  or  renewal  of any or all  commercial  paper,  accounts  receivable,
contract  rights,  documents,  instruments,  chattel paper and guaranties at any
time  held by the  Bank on  which  the  Borrower  may in any way be  liable  and
ratifies and confirms  whatever the Bank may do in this regard;  (b) the benefit
of all  valuation,  appraisement  and exemption  laws; and (c) any and all other
notices,  demands and  consents in  connection  with the  delivery,  acceptance,
performance, default or enforcement of this Agreement or any of the other Credit
Documents. Subject to the following sentence, the Borrower also waives any right
of setoff or similar right the Borrower may at any time have against the Bank as
a defense to the payment or performance of the Borrower's  obligations under the
Credit  Documents.  If the Borrower now or hereafter  has any claim  against the
Bank  giving  rise to any such right of setoff or similar  right,  the  Borrower
agrees not to assert such claim as a defense or right of setoff with  respect to
the Borrower's obligations under the Credit Documents, and to instead assert any
such  claim,  if the  Borrower  so elects to assert  such  claim,  in a separate
proceeding  against the Bank and not as a part of any proceeding or as a defense
to any claim initiated by the Bank to enforce any of the Bank's rights under any
of the Credit Documents.

     8.9 Execution in Counterparts; Facsimile Signatures. This Agreement and the
other  Credit  Documents  may be executed in any number of  counterparts  and by
different parties thereto, each of which when so executed and delivered shall be
deemed to be an original  and all of which  counterparts  taken  together  shall
constitute but one and the same instrument. A signature of a party to any of the
Credit  Documents sent by facsimile or other  electronic  transmission  shall be
deemed to constitute an original and fully effective signature of such party.

     8.10 USA Patriot Act Notice. The Bank notifies the Borrower that,  pursuant
to the  requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
into law October 26,  2001) (the  "Act"),  it is required to obtain,  verify and
record information that identifies the Borrower,  which information includes the
name and address of the Borrower and other  information that will allow the Bank
to identify the  Borrower in  accordance  with the Act.  The Borrower  agrees to
provide such information and take such other action as the Bank may request from
time to time to enable the Bank to comply  with the  provisions  of the Act with
respect to the transactions described in the Credit Documents.

     8.11 Governing Law;  Consent to Forum.  This Agreement shall be governed by
the laws of the State of Kansas without giving effect to any choice of law rules
thereof.  As part of the  consideration  for new value  this day  received,  the
Borrower  consents to the  jurisdiction  of any state  court  located in Johnson
County,  Kansas  or any  federal  court  located  in  Wyandotte  County,  Kansas
(collectively,  the "Chosen Forum"),  and waives personal service of any and all
process  upon it and  consents  that  all such  service  of  process  be made by
certified or registered  mail directed to the Borrower at the address  stated in
Section  8.1 hereof and  service  so made shall be deemed to be  completed  upon
delivery thereto. The

                           Credit Agreement - Page 17

Borrower waives any objection to jurisdiction and venue of any action instituted
against it as provided herein and agrees not to assert any defense based on lack
of jurisdiction or venue.  The Borrower further agrees not to assert against the
Bank (except by way of a defense or  counterclaim  in a proceeding  initiated by
the Bank) any  claim or other  assertion  of  liability  relating  to any of the
Credit Documents,  the Borrower's  obligations under the Credit Documents or the
Bank's  actions  or  inactions  in  respect  of  any  of  the  foregoing  in any
jurisdiction other than the Chosen Forum. Nothing in this Agreement shall affect
the Bank's right to bring any action or proceeding relating to this Agreement or
the other Credit  Documents  against the Borrower or its properties in courts of
other jurisdictions.

     8.12 Waiver of Jury Trial;  Limitation  on Damages.  To the fullest  extent
permitted by law, and as separately bargained-for consideration to the Bank, the
Borrower  waives any right to trial by jury (which the Bank also  waives) in any
action, suit, proceeding or counterclaim of any kind arising out of or otherwise
relating to any of the Credit  Documents,  the Borrower's  obligations under the
Credit  Documents  or the Bank's  actions or  inactions in respect of any of the
foregoing.   To  the  fullest  extent   permitted  by  law,  and  as  separately
bargained-for  consideration  to the Bank, the Borrower also waives any right it
may have at any time to claim or  recover  in any  litigation  or other  dispute
involving the Bank,  whether the underlying claim or dispute sounds in contract,
tort or otherwise, any special, exemplary,  punitive or consequential damages or
any damages  other  than,  or in  addition  to,  actual  damages.  The  Borrower
acknowledges  that the  Bank is  relying  upon  and  would  not  enter  into the
transactions  described in the Credit  Documents on the terms and conditions set
forth therein but for the Borrower's waivers and agreements under this Section.

                  [remainder of page intentionally left blank]

                           Credit Agreement - Page 18

     8.13 K.S.A.  ss.16-118 Required Notice. This statement is provided pursuant
to K.S.A. ss.16-118:  "THIS CREDIT AGREEMENT IS A FINAL EXPRESSION OF THE CREDIT
AGREEMENT  BETWEEN THE CREDITOR AND THE DEBTOR AND SUCH WRITTEN CREDIT AGREEMENT
MAY NOT BE CONTRADICTED  BY EVIDENCE OF ANY PRIOR ORAL CREDIT  AGREEMENT OR OF A
CONTEMPORANEOUS  ORAL CREDIT  AGREEMENT  BETWEEN THE  CREDITOR  AND DEBTOR." THE
FOLLOWING  SPACE  CONTAINS ANY  NON-STANDARD  TERMS,  INCLUDING THE REDUCTION TO
WRITING OF ANY PREVIOUS ORAL CREDIT AGREEMENT:



                                      NONE.


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


                            Creditor: _______________


                            Debtor: _________________





                          [signature page(s) to follow]

                           Credit Agreement - Page 19

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
and  delivered  by their duly  authorized  representatives  as of the date first
above written.



                                       TORTOISE ENERGY CAPITAL CORPORATION



                                       By:______________________________________
                                       Name:
                                       Title:


                                       U.S. BANK NATIONAL ASSOCIATION



                                       By:______________________________________
                                       Name:
                                       Title:

                        Credit Agreement - Signature Page

                                    Exhibit A

                              REVOLVING CREDIT NOTE

$50,000,000                                                     December 5, 2005

     For value received, the undersigned, TORTOISE ENERGY CAPITAL CORPORATION, a
Maryland corporation (the "Borrower"), promises to pay to the order of U.S. BANK
NATIONAL  ASSOCIATION,  a national banking  association (the "Bank";  which term
shall  include any  subsequent  holder  hereof),  in lawful  money of the United
States of America, without setoff, deduction or counterclaim,  the principal sum
of Fifty  Million and 00/100  Dollars  ($50,000,000.00)  or, if  different,  the
principal amount  outstanding under Section 2.2 of the Credit Agreement referred
to below.

     This  Revolving  Credit  Note (the  "Note") is the  Revolving  Credit  Note
referred  to in,  is  issued  pursuant  to,  and is  subject  to the  terms  and
conditions  of, the Credit  Agreement,  dated as of or on or about  December  5,
2005,  between the Borrower and the Bank,  as the same may be amended,  renewed,
restated,  replaced,  consolidated or otherwise  modified from time to time (the
"Credit Agreement").  To the extent of any direct conflict between the terms and
conditions of this Note and the terms and  conditions  of the Credit  Agreement,
the terms and  conditions  of the Credit  Agreement  shall  prevail  and govern.
Capitalized  terms used and not defined in this Note have the meanings  given to
them in the Credit Agreement.

     Interest shall accrue on the outstanding  principal balance of this Note as
provided in the Credit Agreement.  Principal, interest and all other amounts, if
any, payable in respect of this of this Note shall be payable as provided in the
Credit  Agreement.  The Borrower's right, if any, to prepay this Note is subject
to the terms and conditions of the Credit Agreement.

     The  termination  of the Credit  Agreement or the occurrence of an Event of
Default shall entitle the Bank, at its option,  to declare the then  outstanding
principal balance hereof,  all accrued interest thereon,  and all other amounts,
if any,  payable in  respect  of this Note to be,  and the same shall  thereupon
become, immediately due and payable without notice to or demand on the Borrower,
all of which the Borrower waives.

     Time is of the essence of this Note.  To the fullest  extent  permitted  by
applicable law, the Borrower, for itself and its successors and assigns,  waives
presentment, demand, protest, notice of dishonor, and any and all other notices,
demands and consents in connection with the delivery,  acceptance,  performance,
default or  enforcement  of this Note,  and consents to any  extensions of time,
renewals, releases of any parties to or guarantors of this Note, waivers and any
other modifications that may be granted or consented to by the Bank from time to
time in respect of the time of payment or any other provision of this Note.

     This Note shall be  governed  by the laws of the State of  Kansas,  without
regard to any choice of law rule  thereof  which gives effect to the laws of any
other jurisdiction.

                           [signature page to follow]

                               Exhibit A - Page 1

     IN WITNESS WHEREOF, the Borrower has executed and delivered this Note as of
the date first above written.

                                       TORTOISE ENERGY CAPITAL CORPORATION



                                       By:______________________________________
                                       Name:
                                       Title:

                               Exhibit A - Page 2

                      FIRST AMENDMENT TO CREDIT AGREEMENT

     This First Amendment to the Credit  Agreement (the  "Amendment") is made as
of November __, 2006, by and between  TORTOISE  ENERGY  CAPITAL  CORPORATION,  a
Maryland  corporation (the "Borrower"),  with its chief executive office located
at 10801 Mastin,  Suite 222, Overland Park, Kansas 66210, and U.S. BANK NATIONAL
ASSOCIATION, a national banking association (the "Bank"), with an office located
at 9900 West 87th Street,  Overland Park,  Kansas 66212.  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
July 25, 2006 (the "Credit Agreement").

     (b) The Borrower has  requested  that the maximum  principal  amount of the
revolving   credit  facility  under  the  Credit  Agreement  be  increased  from
$20,000,000  to  $40,000,000.  The Bank is  willing  to  agree to the  foregoing
request,  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 Bank and the Borrower agree as
follows:

     1. Increase in Revolving Credit  Facility.  The references to "$20,000,000"
in Section  2.1 of the  Credit  Agreement  and in  Section  2.2(a) of the Credit
Agreement are deleted and are replaced by "$40,000,000".

     2.  Additional  Affirmative  Covenants.  Section 6.1 entitled  "Affirmative
Covenants" is amended to include the following:

     (j) Custodian of Securities Account. Bank shall remain the Custodian of the
     Securities  Account throughout the existence of this Revolving Credit Loan.
     Borrower shall not cause or permit any event that impairs or terminates the
     Bank  as  Custodian  of the  Securities  Account.

     (k) Compliance with  Investment  Company Act of 1940. The Borrower shall be
     in  compliance,  at  all  times,  with  each  and  every  provision  of the
     Investment  Company Act of 1940,  as amended and the rules and  regulations
     promulgated  thereunder (the "1940 Act"), including but not limited to, all
     leverage regulations specified in Section 18 of the 1940 Act.

     3. Additional  Requirements on Borrowing.  Section 3.7 entitled "Notice and
Manner of  Borrowing"  shall be  amended  by  deleting  the first  sentence  and
replacing it with the following:

     The  Borrower  shall give the Bank notice of its  intention to borrow under
     any Revolving Credit Loan at least one Business Day before the Business Day
     such  Loan is to be  disbursed  to the  Borrower,  and  shall  specify  and
     provide: (1) the proposed funding date of such Loan, (2) the amount of such
     Loan,  (3) the current  total market  value of the fund,  and (4) a written
     statement that the Borrower is in

     compliance  with the  leverage  regulations  specified in Section 18 of the
     Investment Act of 1940 (the "1940 Act").

     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  $40,000,000,  in favor of the
Bank, as payee (the "New Note"), which New Note shall amend, restate and replace
the Revolving  Credit Note,  dated as of July 25, 2006,  from the  Borrower,  as
maker, to the Bank, as payee, in the stated principal amount of $20,000,000 (the
"Old Note"), and which New Note, as the same may be amended, renewed,  restated,
replaced or other consolidated from time to time, shall be the "Revolving Credit
Note" referred to in the Credit Agreement.

     5.   Reaffirmation  of  Credit  Documents.   The  Borrower   reaffirms  its
obligations  under the Credit  Agreement 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,  any of the other Credit  Documents,  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  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.

     6.  Conditions  Precedent to  Amendment.  Except to the extent  waived in a
writing signed by the Bank and delivered to the Borrower, the Bank shall have no
duties under this  Amendment  until the Bank shall have received  fully executed
originals of each of the following,  each in form and substance  satisfactory to
the Bank:

          (a) Amendment. This Amendment;

          (b) New Note. The New Note; and

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

     7. 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 Bank is not waiving any Default or Event of
Default which may exist on the date hereof.

     8.  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.

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

                          [signature page(s) to follow]



                  First Amendment to Credit Agreement - Page 2

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


                                           TORTOISE ENERGY CAPITAL CORPORATION



                                           By:
                                              ----------------------------------
                                               Name:
                                               Title:

                                           U.S. BANK NATIONAL ASSOCIATION



                                           By:
                                              ----------------------------------
                                               Name:
                                               Title:




             First Amendment to Credit Agreement - Signature Page

                      SECOND AMENDMENT TO CREDIT AGREEMENT

     This Second Amendment to Credit  Agreement (the  "Amendment") is made as of
December  13,  2006,  by and between  TORTOISE  ENERGY  CAPITAL  CORPORATION,  a
Maryland  corporation (the "Borrower"),  with its chief executive office located
at 10801 Mastin,  Suite 222,  Overland Park, Kansas 66210, and U.S. BANK N.A., a
national banking  association (the "Bank"),  with an office located at 9900 West
87th Street, Overland Park, Kansas 66212. 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
July 25, 2006, as amended by First Amendment to Credit  Agreement as of November
22, 2006 (as so amended, the "Credit Agreement").

     (b) The Borrower has  requested  that the maximum  principal  amount of the
revolving   credit  facility  under  the  Credit  Agreement  be  increased  from
$40,000,000  to  $60,000,000.  The Bank is  willing  to  agree to the  foregoing
request,  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 Bank and the Borrower agree as
follows:

     1. Increase in Revolving Credit  Facility.  The references to "$40,000,000"
in Section 2.1 of the Credit Agreement, as amended, and in Section 2.2(a) of the
Credit Agreement, as amended, are deleted and are replaced by "$60,000,000".

     2. 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  $60,000,000,  in favor of the
Bank, as payee (the "New Note"), which New Note shall amend, restate and replace
the Note dated as of November  22, 2006,  from the  Borrower,  as maker,  to the
Bank, as payee, in the stated  principal amount of $40,000,000 (the "Old Note"),
and which New Note, as the same may be amended, renewed,  restated,  replaced or
consolidated from time to time, shall be the "Revolving Credit Note" referred to
in the Credit Agreement.

     3.   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 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.

     4.  Conditions  Precedent to  Amendment.  Except to the extent  waived in a
writing signed by the Bank and delivered to the Borrower, the Bank shall have no
duties under this  Amendment  until the Bank shall have received  fully executed
originals of each of the following,  each in form and substance  satisfactory to
the Bank:

          (a) Amendment. This Amendment;

          (b) New Note. The New Note;

          (c) 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
     $60,000,000,  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;

          (d)  Secretary's  Certificate.  A  certificate  from the  Secretary or
     Assistant  Secretary of the  Borrower  certifying  to the Bank 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 New Note and the execution, delivery and performance by the Borrower of
     such Credit  Documents,  (ii) the articles of incorporation  and by-laws of
     the  Borrower  as  delivered  to  the  Bank  pursuant  to  the  Secretary's
     Certificate dated November 22, 2006 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

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

     5. 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 Bank is not waiving any Default or Event of
Default which may exist on the date hereof.

     6.  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.

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

                          [signature page(s) to follow]



                 Second Amendment to Credit Agreement - Page 2

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


                                        TORTOISE ENERGY CAPITAL CORPORATION



                                        By:
                                           -------------------------------------
                                            Name:
                                            Title:



                                        By:
                                           -------------------------------------
                                            Name:
                                            Title:



                                        U.S. BANK N.A.



                                        By:
                                           -------------------------------------
                                            Colleen S. Hayes
                                            Commercial Loan Officer



             Second Amendment to Credit Agreement - Signature Page

                       THIRD AMENDMENT TO CREDIT AGREEMENT

     This Third  Amendment to Credit  Agreement (the  "Amendment") is made as of
February 2, 2007, by and between TORTOISE ENERGY CAPITAL CORPORATION, a Maryland
corporation (the  "Borrower"),  with its chief executive office located at 10801
Mastin,  Suite 222,  Overland Park, Kansas 66210, and U.S. BANK N.A., a national
banking  association  (the  "Bank"),  with an office  located  at 9900 West 87th
Street,  Overland Park, Kansas 66212.  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
July 25, 2006,  as amended by First  Amendment to Credit  Agreement  dated as of
November 22, 2006, and as amended by Second  Amendment to Credit Agreement dated
as of December 13, 2006 (as so amended, the "Credit Agreement").

     (b) The Borrower has requested a maximum  principal amount of the revolving
credit  facility  under the Credit  Agreement be increased  from  $60,000,000 to
$75,000,000.  The Bank is willing to agree to the  foregoing  request,  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 Bank and the Borrower agree as
follows:

     1. Increase in Revolving Credit  Facility.  The references to "$60,000,000"
in Section 2.1 of the Credit Agreement, as amended, and in Section 2.2(a) of the
Credit Agreement, as amended, are deleted and are replaced by "$75,000,000".

     2. Correction of Error in Section 7.1(h).  Section 7.1 entitled  "Events of
Default" is amended and corrected as follows:

     Subsection  (h) of Section  7.1  entitled  "Credit  Rating" is amended  and
     corrected  to read "The long term  unsecured  debt of the Borrower is rated
     less than "A2" by Moody's Investor Service, Inc. or less than "A" by Fitch,
     Inc."

     3. 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  $75,000,000,  in favor of the
Bank, as payee (the "New Note"), which New Note shall amend, restate and replace
the Note dated as of December  13, 2006,  from the  Borrower,  as maker,  to the
Bank, as payee, in the stated  principal amount of $60,000,000 (the "Old Note"),
and which New Note, as the same may be amended, renewed,  restated,  replaced or
consolidated from time to time, shall be the "Revolving Credit Note" referred to
in the Credit Agreement.

     4.   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 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.

     5.  Conditions  Precedent to  Amendment.  Except to the extent  waived in a
writing signed by the Bank and delivered to the Borrower, the Bank shall have no
duties under this  Amendment  until the Bank shall have received  fully executed
originals of each of the following,  each in form and substance  satisfactory to
the Bank:

          (a) Amendment. This Amendment;

          (b) New Note. The New Note;

          (c) 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
     $75,000,000,  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;

          (d)  Secretary's  Certificate.  A  certificate  from the  Secretary or
     Assistant  Secretary of the  Borrower  certifying  to the Bank 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 New Note and the execution, delivery and performance by the Borrower of
     such Credit  Documents,  (ii) the articles of incorporation  and by-laws of
     the  Borrower  as  delivered  to  the  Bank  pursuant  to  the  Secretary's
     Certificate dated December 13, 2006 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

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

     6. 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 Bank is not waiving any Default or Event of
Default which may exist on the date hereof.

     7.  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.

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


                          [signature page(s) to follow]



                 Third Amendment to Credit Agreement - Page 2

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


                                          TORTOISE ENERGY CAPITAL CORPORATION



                                          By:
                                             -----------------------------------
                                              Name:
                                              Title:



                                          By:
                                             -----------------------------------
                                              Name:
                                              Title:



                                          U.S. BANK N.A.



                                          By:
                                             -----------------------------------
                                              Colleen S. Hayes
                                              Assistant Vice President



             Third Amendment to Credit Agreement - Signature Page

                      FOURTH AMENDMENT TO CREDIT AGREEMENT

     This Fourth Amendment to Credit  Agreement (the  "Amendment") is made as of
February  20,  2007,  by and between  TORTOISE  ENERGY  CAPITAL  CORPORATION,  a
Maryland  corporation (the "Borrower"),  with its chief executive office located
at 10801 Mastin,  Suite 222,  Overland Park, Kansas 66210, and U.S. BANK N.A., a
national banking  association (the "Bank"),  with an office located at 9900 West
87th Street, Overland Park, Kansas 66212. 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
July 25, 2006,  as amended by First  Amendment to Credit  Agreement  dated as of
November 22, 2006, as amended by Second  Amendment to Credit  Agreement dated as
of December 13,  2006,  and as amended by Third  Amendment  to Credit  Agreement
dated as of February 2, 2007 (as so amended, the "Credit Agreement").

     (b) The Borrower has requested a maximum  principal amount of the revolving
credit  facility  under the Credit  Agreement be increased  from  $75,000,000 to
$100,000,000.  The Bank is willing to agree to the foregoing  request,  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 Bank and the Borrower agree as
follows:

     1. Increase in Revolving Credit  Facility.  The references to "$75,000,000"
in Section 2.1 of the Credit Agreement, as amended, and in Section 2.2(a) of the
Credit Agreement, as amended, are deleted and are replaced by "$100,000,000".

     2. 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  $100,000,000,  in favor of the
Bank, as payee (the "New Note"), which New Note shall amend, restate and replace
the Note dated as of February 2, 2007, from the Borrower, as maker, to the Bank,
as payee, in the stated principal  amount of $75,000,000  (the "Old Note"),  and
which New Note,  as the same may be  amended,  renewed,  restated,  replaced  or
consolidated from time to time, shall be the "Revolving Credit Note" referred to
in the Credit Agreement.

     3.   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 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.

     4.  Conditions  Precedent to  Amendment.  Except to the extent  waived in a
writing signed by the Bank and delivered to the Borrower, the Bank shall have no
duties under this  Amendment  until the Bank shall have received  fully executed
originals of each of the following,  each in form and substance  satisfactory to
the Bank:

          (a) Amendment. This Amendment;

          (b) New Note. The New Note;

          (c) 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
     $100,000,000,  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;

          (d)  Secretary's  Certificate.  A  certificate  from the  Secretary or
     Assistant  Secretary of the  Borrower  certifying  to the Bank 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 New Note and the execution, delivery and performance by the Borrower of
     such Credit  Documents,  (ii) the articles of incorporation  and by-laws of
     the  Borrower  as  delivered  to  the  Bank  pursuant  to  the  Secretary's
     Certificate dated February 2, 2007 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

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

     5. 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 Bank is not waiving any Default or Event of
Default which may exist on the date hereof.

     6.  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.

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

                          [signature page(s) to follow]



                  Fourth Amendment to Credit Agreement - Page 2

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


                                          TORTOISE ENERGY CAPITAL CORPORATION



                                          By:
                                             -----------------------------------
                                              Name:
                                              Title:



                                          By:
                                             -----------------------------------
                                              Name:
                                              Title:



                                          U.S. BANK N.A.



                                          By:
                                             -----------------------------------
                                              Colleen S. Hayes
                                              Assistant Vice President




             Fourth Amendment to Credit Agreement - Signature Page

                       FIFTH AMENDMENT TO CREDIT AGREEMENT

     This Fifth  Amendment to Credit  Agreement (the  "Amendment") is made as of
February  27,  2007,  by and between  TORTOISE  ENERGY  CAPITAL  CORPORATION,  a
Maryland  corporation (the "Borrower"),  with its chief executive office located
at 10801 Mastin,  Suite 222,  Overland Park, Kansas 66210, and U.S. BANK N.A., a
national banking  association (the "Bank"),  with an office located at 9900 West
87th Street, Overland Park, Kansas 66212. 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
July 25, 2006,  as amended by First  Amendment to Credit  Agreement  dated as of
November 22, 2006, as amended by Second  Amendment to Credit  Agreement dated as
of December 13, 2006, as amended by Third Amendment to Credit Agreement dated as
of  February 2, 2007,  and as amended by Fourth  Amendment  to Credit  Agreement
dated as of February 20, 2007 (as so amended, the "Credit Agreement").

     (b) The Borrower has requested a maximum  principal amount of the revolving
credit  facility under the Credit  Agreement be increased from  $100,000,000  to
$120,000,000.  The Bank is willing to agree to the foregoing  request,  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 Bank and the Borrower agree as
follows:

     1. Increase in Revolving Credit Facility.  The references to "$100,000,000"
in Section 2.1 of the Credit Agreement, as amended, and in Section 2.2(a) of the
Credit Agreement, as amended, are deleted and are replaced by "$120,000,000".

     2. 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  $120,000,000,  in favor of the
Bank, as payee (the "New Note"), which New Note shall amend, restate and replace
the Note dated as of February  20, 2007,  from the  Borrower,  as maker,  to the
Bank, as payee, in the stated principal amount of $100,000,000 (the "Old Note"),
and which New Note, as the same may be amended, renewed,  restated,  replaced or
consolidated from time to time, shall be the "Revolving Credit Note" referred to
in the Credit Agreement.

     3.   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 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.

     4.  Conditions  Precedent to  Amendment.  Except to the extent  waived in a
writing signed by the Bank and delivered to the Borrower, the Bank shall have no
duties under this  Amendment  until the Bank shall have received  fully executed
originals of each of the following,  each in form and substance  satisfactory to
the Bank:

          (a) Amendment. This Amendment;

          (b) New Note. The New Note;

          (c) 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
     $120,000,000,  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;

          (d)  Secretary's  Certificate.  A  certificate  from the  Secretary or
     Assistant  Secretary of the  Borrower  certifying  to the Bank 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 New Note and the execution, delivery and performance by the Borrower of
     such Credit  Documents,  (ii) the articles of incorporation  and by-laws of
     the  Borrower  as  delivered  to  the  Bank  pursuant  to  the  Secretary's
     Certificate dated February 20, 2007 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

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

     5. 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 Bank is not waiving any Default or Event of
Default which may exist on the date hereof.

     6.  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.

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

                          [signature page(s) to follow]



                  Fifth Amendment to Credit Agreement - Page 2

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


                                          TORTOISE ENERGY CAPITAL CORPORATION



                                          By:
                                             -----------------------------------
                                              Name:
                                              Title:



                                          By:
                                             -----------------------------------
                                              Name:
                                              Title:



                                          U.S. BANK N.A.



                                          By:
                                             -----------------------------------
                                              Colleen S. Hayes
                                              Assistant Vice President



              Fifth Amendment to Credit Agreement - Signature Page