EXHIBIT h.1



                            AUCTION RATE SENIOR NOTES

                  $[AGGREGATE A] SERIES A, DUE OCTOBER __, 2045
                  $[AGGREGATE B] SERIES B, DUE OCTOBER __, 2045
                             ($25,000 DENOMINATIONS)


                       TORTOISE ENERGY CAPITAL CORPORATION

                             UNDERWRITING AGREEMENT





                                                                OCTOBER __, 2005


LEHMAN BROTHERS INC.
STIFEL, NICOLAUS & COMPANY, INCORPORATED
c/o Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019

Ladies and Gentlemen:


         Tortoise Energy Capital Corporation, a Maryland corporation (the
"Company"), proposes to, subject to the terms and conditions stated herein,
issue and sell to Lehman Brothers Inc. and Stifel, Nicolaus & Company,
Incorporated (each an "Underwriter" and, together the "Underwriters")
$[Aggregate A] and $[Aggregate B] aggregate principal amount of auction rate
senior notes Series A and Series B, respectively (collectively, the "Tortoise
Notes"). The Tortoise Notes will be issued pursuant to the provisions of an
indenture (the "Base Indenture") to be dated as of October __, 2005 between the
Company and BNY Midwest Trust Company, N.A., as trustee (the "Trustee") and a
supplemental indenture between the Company and the Trustee, to be dated October
__, 2005 (the "Supplemental Indenture," and together with the Base Indenture,
the "Indenture"). The Company and the Company's investment adviser, Tortoise
Capital Advisors, LLC, a Delaware limited liability company (the "Investment
Adviser"), each wishes to confirm its agreement concerning the purchase of the
Tortoise Notes from the Company by the Underwriters.

         The Company has entered into an Investment Advisory Agreement with the
Investment Adviser dated May 1, 2005 (the "Advisory Agreement"); a Custody
Agreement with U.S. Bank National Association, dated May 31, 2005 ("Custody
Agreement"); a Stock Transfer Agency Agreement with Computershare Investor
Services, LLC, dated May 10, 2005 ("Transfer Agency Agreement"); a Fund
Administration Servicing Agreement with U.S. Bancorp Fund Services, LLC, dated
May 31, 2005 ("Administration Agreement"); a Fund Accounting Servicing Agreement
with U.S. Bancorp Fund Services, LLC, dated May







31, 2005 ("Accounting Agreement"); and an Auction Agency Agreement, including
the form of Broker-Dealer Agreement, with The Bank of New York, dated October
__, 2005 (the "Auction Agreement"). Collectively, the Advisory Agreement, the
Custody Agreement, the Transfer Agency Agreement, the Administration Agreement,
the Accounting Agreement and the Auction Agreement are referred to herein as the
"Company Agreements." This Underwriting Agreement is herein referred to as the
"Agreement."

         Section 1. Representations, Warranties and Agreements of the Company
and the Investment Adviser. The Company and the Investment Adviser jointly and
severally represent, warrant and agree that:

                  (a) A registration statement on Form N-2 (File Nos. 333-128063
and 811-21725), as amended by Pre-Effective Amendment No. 1 [and Pre-Effective
Amendment No. 2] with respect to the Tortoise Notes, has (i) been prepared by
the Company in conformity with the requirements of the Securities Act of 1933,
as amended (the "Securities Act"), the Investment Company Act of 1940, as
amended (the "1940 Act"), the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act") and the rules and regulations of the United States
Securities and Exchange Commission (the "Commission") promulgated under the
Securities Act (the "1933 Act Rules and Regulations") and the 1940 Act (the
"1940 Act Rules and Regulations," and, together with the 1933 Act Rules and
Regulations, the "Rules and Regulations"), (ii) been filed with the Commission
under the Securities Act and the 1940 Act and (iii) become effective under the
Securities Act. If any post-effective amendment to such registration statement
has been filed with the Commission prior to execution and delivery of this
Agreement, the most recent such amendment has become effective under the
Securities Act. Copies of such registration statement and each of the amendments
thereto have been delivered by the Company to you. As used in this Agreement,
"Effective Time" means the date and the time as of which such registration
statement, or the most recent post-effective amendment thereto, if any, has
become effective under the Securities Act; "Effective Date" means the date of
the Effective Time; "Preliminary Prospectus" means each prospectus and related
statement of additional information included in such registration statement, or
amendments thereof, before it became effective under the Securities Act and any
prospectus filed with the Commission by the Company with the Underwriters'
consent pursuant to Rule 497(a) of the 1933 Act Rules and Regulations;
"Registration Statement" means such registration statement, as amended at the
Effective Time, including all information contained in the final prospectus
(including the statement of additional information) filed with the Commission
pursuant to Rule 497 of the 1933 Act Rules and Regulations and deemed to be a
part of the registration statement as of the Effective Time pursuant to Rule
430A of the Rules and Regulations; and "Prospectus" means the prospectus and the
statement of additional information filed with the Commission pursuant to Rule
497(h) of the Securities Act. If the Company has filed a registration statement
to register additional Tortoise Notes pursuant to Rule 462(b) under the
Securities Act (the "Rule 462 Registration Statement"), then any reference
herein to the term "Registration Statement" shall be deemed to include such Rule
462 Registration Statement. The Commission has not issued any order preventing
or suspending the use of any Preliminary Prospectus or the Prospectus.




                  (b) The Company is duly registered under the 1940 Act as a
closed-end, non-diversified, management investment company. A notification of
registration of the Company as an investment company under the 1940 Act on Form
N-8A (the "1940 Act Notification") has been prepared by the Company in
conformity with the 1940 Act and has been filed with the Commission and, at the
time of filing thereof and at the time of filing any amendment or supplement
thereto, conformed in all material respects with all applicable provisions of
the 1940 Act and the 1940 Act Rules and Regulations. The Company has not
received any notice from the Commission pursuant to Section 8(e) of the 1940 Act
with respect to the 1940 Act Notification or the Registration Statement (or any
amendment or supplement to either of them).

                  (c) To the knowledge of the Company and the Investment
Adviser, no person is serving or acting as an officer, director or investment
adviser of the Company except in accordance with the provisions of the 1940 Act
and the 1940 Act Rules and Regulations and the Investment Advisers Act of 1940,
as amended (the "Investment Adviser's Act") and the rules and regulations
adopted by the Commission under the Investment Adviser's Act (the "Investment
Adviser's Act Rules and Regulations").

                  (d) The Registration Statement and the 1940 Act Notification
conform, and the Prospectus and any further amendments or supplements to the
Registration Statement or the Prospectus will, when they become effective or are
filed with the Commission, as the case may be, conform in all respects to the
requirements of the Securities Act, the 1940 Act, the Trust Indenture Act and
the Rules and Regulations and do not and will not, as of the applicable
effective date (as to the Registration Statement and any amendment thereto) and
as of the applicable filing date (as to the Prospectus and the 1940 Act
Notification and any amendment or supplement thereto) contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided that no representation or warranty is made as to information contained
in or omitted from the Registration Statement, the 1940 Act Notification or the
Prospectus in reliance upon and in conformity with written information furnished
to the Company through the Underwriters or on the Underwriters' behalf
specifically for inclusion therein.

                  (e) The Company has been duly incorporated and is existing as
a corporation in good standing under the laws of the State of Maryland, is duly
qualified to do business and is in good standing in each jurisdiction in which
its ownership or lease of property or the conduct of its business as described
in the Registration Statement and the Prospectus (and any amendment or
supplement to either) requires such qualification, and has all power and
authority necessary to own or hold property and to conduct the business as
described in the Registration Statement and the Prospectus (and any amendment or
supplement to either), except where the failure to so qualify or to be in good
standing would not reasonably be expected to have a material adverse effect on
the condition (financial or other), business, prospects, management,
shareholders' equity or results of operations of the Company (a "Material
Adverse Effect"). The Company has no subsidiaries.




                  (f) The Company has an authorized capitalization as set forth
in the Registration Statement and the Prospectus under the caption
"Capitalization." All of the issued shares of common stock of the Company have
been duly and validly authorized and issued, are fully paid and non-assessable
and conform in all material respects to the description thereof contained in the
Registration Statement and the Prospectus (and any amendment or supplement to
either).

                  (g) The Tortoise Notes to be issued and sold by the Company to
the Underwriters hereunder have been duly authorized and, when issued,
authenticated and delivered against payment therefor in accordance with this
Agreement and the Indenture, will constitute valid and binding obligations of
the Company entitled to the benefits of the Indenture; and the Tortoise Notes
will conform in all material respects to the description thereof contained in
the Indenture, the Registration Statement and the Prospectus (and any amendment
or supplement to either).

                  (h) This Agreement, the Indenture and each of the Company
Agreements have been duly authorized, executed and delivered by the Company and
constitute valid and legally binding agreements of the Company, enforceable
against the Company in accordance with their terms, except as rights to
indemnity and contribution hereunder may be limited by federal or state
securities laws and subject to the qualification that the enforceability of the
Company's obligations hereunder and thereunder may be limited by bankruptcy,
insolvency, reorganization, moratorium and other laws relating to or affecting
creditors' rights generally and by general equitable principles.

                  (i) None of the execution, delivery and performance of this
Agreement or the Indenture by the Company, the performance of the Company
Agreements or the consummation of the transactions contemplated hereby and
thereby (i) conflict with, result in the creation or imposition of any lien,
charge or encumbrance upon the assets of the Company under the terms or
provisions of, or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the Company is a
party or by which the Company is bound or to which any of the property or assets
of the Company is subject, (ii) result in any violation of the provisions of the
charter (the "Charter") or by-laws of the Company or (iii) result in the
violation of any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company or any of its
properties or assets, except in the case of clauses (i) and (iii), such
conflicts, breaches or violations that in the aggregate would not reasonably be
expected to have a Material Adverse Effect; and except for the registration of
the Tortoise Notes under the Securities Act and such consents, approvals,
authorizations, registrations or qualifications as may be required under the
1940 Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and applicable state securities laws in connection with the purchase and
distribution of the Tortoise Notes by the Underwriters, no consent, approval,
authorization or order of, or filing or registration






with, any such court or governmental agency or body is required for the
execution, delivery and performance of this Agreement or the Indenture by the
Company, the performance of the Company Agreements by the Company or the
consummation of the transactions contemplated hereby and thereby.

                  (j) There are no contracts, agreements or understandings
between the Company and any person granting such person the right to require the
Company to file a registration statement under the Securities Act with respect
to any securities of the Company owned or to be owned by such person or to
require the Company to include such securities in the securities registered
pursuant to the Registration Statement or in any securities being registered
pursuant to any other registration statement filed by the Company under the
Securities Act. There are no outstanding options, warrants or other rights to
purchase, agreements or other obligations to issue, or rights to convert any
obligations into or exchange any securities for, shares of capital stock of or
ownership interests in the Company.

                  (k) The Company has not sustained, since the date of the
latest unaudited financial highlights included in the Prospectus, any material
loss or interference with its business that has had, or could reasonably be
expected to have, a Material Adverse Effect, and since such date, there has not
been any change in the capital stock or long-term debt of the Company or any
change, or any development involving a prospective change, in or affecting the
general affairs, management, consolidated financial position, shareholders'
equity, results of operations, business or prospects of the Company that has had
or could reasonably be expected to have a Material Adverse Effect, other than as
set forth or contemplated in the Prospectus.

                  (l) The financial statements (including the related notes)
filed as part of the Registration Statement present fairly the financial
condition and results of operations of the Company, at the dates and for the
periods indicated, and have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis throughout the periods
involved.

                  (m) Ernst & Young LLP, who have reviewed the financial
statements of the Company, whose report appears in the Registration Statement
and who have delivered the letters referred to in Sections 8(f) and (g) hereof,
have represented to the Company that they are independent public accountants as
required by the Securities Act, the 1940 Act and the Rules and Regulations.

                  (n) The Company carries, or is covered by, insurance in such
amounts and covering such risks as is adequate for the conduct of its business
and the value of its property and as is customary for companies engaged in
similar businesses in similar industries.

                  (o) There are no legal or governmental proceedings pending to
which the Company is a party or of which any property or assets of the Company
is the subject which is reasonably likely to be determined adversely to the
Company and, if determined adversely to the Company, would be reasonably likely
to have a Material Adverse Effect;






and to the best of the Company's knowledge, no such proceedings are threatened
or contemplated by governmental authorities or threatened by others.

                  (p) There are no contracts or other documents which are
required to be described in the Registration Statement or the Prospectus or
filed as exhibits to the Registration Statement by the Securities Act, the 1940
Act, the Trust Indenture Act or by the Rules and Regulations which have not been
described in the Registration Statement or the Prospectus or filed as exhibits
to the Registration Statement.

                  (q) The Company has filed all federal, state and local income
and franchise tax returns required to be filed through the date hereof and has
paid all taxes due thereon, and no tax deficiency has been determined adversely
to the Company which has had (nor does the Company have any knowledge of any tax
deficiency which, if determined adversely to the Company, might have) a Material
Adverse Effect.

                  (r) The Company has not made and will not make an election
under Section 851(b) of the Internal Revenue Code of 1986, as amended (the
"Code"), or any successor provisions thereto, to be treated as a regulated
investment company for federal income tax purposes.

                  (s) Since the date as of which information is given in the
Registration Statement and the Prospectus through the date hereof, and except as
may otherwise be disclosed in the Prospectus, the Company has not (i) issued or
granted any securities other than shares of common stock of the Company pursuant
to the Company's dividend reinvestment plan, (ii) incurred any liability or
obligation, direct or contingent, other than non-material liabilities and
obligations which were incurred in the ordinary course of business, or (iii)
entered into any transaction not in the ordinary course of business.

                  (t) The Company or its designee (i) makes and keeps accurate
books and records and (ii) maintains internal accounting controls which provide
reasonable assurance that (A) transactions are recorded as necessary to permit
preparation of its financial statements and to maintain accountability for its
assets, (B) access to its assets is permitted only in accordance with
management's authorization and (C) the reported accountability for its assets is
compared with existing assets at reasonable intervals.

                  (u) The Company is not (i) in violation of its Charter or
by-laws, (ii) in default, and no event has occurred which, with notice or lapse
of time or both, would constitute such a default, in the due performance or
observance of any term, covenant or condition contained in any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which it is a party or by which it is bound or to which any of its properties or
assets is subject or (iii) in violation of any law, ordinance, governmental
rule, regulation or court decree to which it or its property or assets may be
subject or has failed to obtain any material license, permit, certificate,
franchise or other governmental authorization or permit necessary to the
ownership of its property or to the conduct of its business, except, in the case
of clauses (ii) and (iii), such defaults, events, violations or failures that in
the aggregate would not reasonably be expected to have a Material Adverse
Effect.





                  (v) There are no contracts, agreements or understandings
between the Company and any person that would give rise to a valid claim against
the Company or the Underwriters for a brokerage commission, finder's fee or
other like payment in connection with this offering.

                  (w) The statistical, market-related and industry data included
in the Prospectus and the Registration Statement are based on or derived from
sources which the Company believes to be reliable and accurate.

                  (x) The Company, subject to the filing of the Prospectus under
Rule 497 under the 1933 Act Rules and Regulations, has taken all required action
under the Securities Act, the 1940 Act, the Trust Indenture Act and the Rules
and Regulations to make the public offering and consummate the sale of the
Tortoise Notes as contemplated by this Agreement.

                  (y) Except as stated in this Agreement and in the Prospectus
(and any amendment or supplement thereto), the Company has not taken and shall
not take, directly or indirectly, any action designed to cause or result in, or
which constituted or which might reasonably be expected to constitute, the
stabilization or manipulation of the price of the Tortoise Notes to facilitate
the sale or resale of the Tortoise Notes.

                  (z) All advertising, sales literature, promotional materials
or any other materials or information (including "prospectus wrappers," "broker
kits" and any roadshow or investor presentations), whether in oral, printed or
electronic form, authorized, provided or prepared by the Company or the
Investment Adviser in connection with the offering and sale of the Tortoise
Notes (collectively, the "Marketing Materials") complied as of the date hereof
and will comply as of the Delivery Date (as defined herein) in all material
respects with the applicable requirements of the Securities Act, the 1933 Act
Rules and Regulations and the rules and interpretations of the National
Association of Securities Dealers, Inc. No Marketing Materials contained or
contains an untrue statement of a material fact or omitted or omits to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading.

                  (aa) This Agreement and each of the Company Agreements
complies in all material respects with all applicable provisions of the 1940
Act, the 1940 Act Rules and Regulations, the Investment Adviser's Act and the
Investment Adviser's Act Rules and Regulations and the Indenture complies in all
material respects with the applicable provisions of the Trust Indenture Act.

                  (bb) Except as disclosed in the Registration Statement and the
Prospectus (or any amendment or supplement to either of them), no director of
the Company is an "interested person" (as defined in the 1940 Act) of the
Company or an "affiliated person" (as defined in the 1940 Act) of the
Underwriters.





         Section 2. Representations, Warranties and Agreements of the Investment
Adviser. The Investment Adviser represents, warrants and agrees that:

                  (a) The Investment Adviser has been duly formed and is validly
existing as a limited liability company in good standing under the laws of the
State of Delaware, is duly qualified to do business and is in good standing in
each jurisdiction in which its ownership or lease of property or the conduct of
its business as described in the Registration Statement and the Prospectus (and
any amendment or supplement to either) requires such qualification (except where
the failure to so qualify or to be in good standing would not reasonably be
expected to have a Material Adverse Effect), and has the power and authority to
own or hold its properties and to conduct its business as described in the
Registration Statement and the Prospectus (and any amendment or supplement to
either).

                  (b) The Investment Adviser is duly registered as an investment
adviser under the Investment Adviser's Act and there does not exist any
proceeding or any facts or circumstances the existence of which could lead to
any proceeding which could affect adversely the registration or good standing of
the Investment Adviser with the Commission. The Investment Adviser is not
prohibited by the Investment Adviser's Act, the 1940 Act, the Investment
Adviser's Act Rules and Regulations or the 1940 Act Rules and Regulations from
acting under the Advisory Agreement as contemplated by the Registration
Statement and the Prospectus (or any amendment or supplement thereto).

                  (c) This Agreement and the Advisory Agreement have each been
duly authorized, executed and delivered by the Investment Adviser, and
constitute valid and legally binding agreements of the Investment Adviser,
enforceable against the Investment Adviser in accordance with their terms,
except as rights to indemnity and contribution hereunder may be limited by
federal or state securities laws and subject to the qualification that the
enforceability of the Investment Adviser's obligations hereunder and thereunder
may be limited by bankruptcy, insolvency, reorganization, moratorium and other
laws relating to or affecting creditors' rights generally and by general
equitable principles.

                  (d) None of the execution, delivery and performance of this
Agreement, the performance of the Advisory Agreement or the consummation of the
transactions contemplated hereby and thereby (i) conflict with, result in the
creation or imposition of any lien, charge or encumbrance upon the assets of the
Company under the terms or provisions of, or result in a breach or violation of
any of the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Investment Adviser is a party or by which the Investment Adviser is
bound or to which any of the property or assets of the Investment Adviser is
subject, (ii) result in any violation of the provisions of the limited liability
company operating agreement or other organizational documents of the Investment
Adviser or (iii) result in the violation of any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over
the Investment Adviser or any of its properties or assets, except in the case of
clauses (i) and (iii), such conflicts, breaches or violations that in the
aggregate would not reasonably be expected to have a Material Adverse Effect;
and except for the registration of the Tortoise Notes under the Securities Act
and such consents, approvals, authorizations, registrations or qualifications as
may be required under the Exchange Act and applicable state






securities laws in connection with the purchase and distribution of the Tortoise
Notes by the Underwriters, no consent, approval, authorization or order of, or
filing or registration with, any such court or governmental agency or body is
required for the execution, delivery and performance of this Agreement, the
performance of the Advisory Agreement or the consummation of the transactions
contemplated hereby and thereby.

                  (e) The Investment Adviser has the financial resources
available to it necessary for the performance of its services and obligations as
contemplated in the Registration Statement and the Prospectus (or any amendment
or supplement thereto) and under this Agreement and the Advisory Agreement.

                  (f) The Investment Adviser carries, or is covered by,
insurance in such amounts and covering such risks as is adequate for the conduct
of its businesses and the value of its property and as is customary for
companies engaged in similar businesses in similar industries.

                  (g) As of the date hereof, the description of the Investment
Adviser and its business in the Registration Statement and the Prospectus (and
any amendment or supplement to either) conformed as of the date hereof and as of
the Delivery Date (as defined herein) will conform in all material respects with
the provisions of the Securities Act, the 1940 Act, and the Rules and
Regulations and such description did not as of the date hereof and will not as
of the Delivery Date (as defined herein) contain an untrue statement of a
material fact necessary to make the statements therein (in the case of a
prospectus, in light of the circumstances under which they were made) not
misleading.

                  (h) There are no legal or governmental proceedings pending to
which the Investment Adviser is a party or of which any property or assets of
the Investment Adviser is the subject which is reasonably likely to be
determined adversely to the Investment Adviser and, if determined adversely to
the Investment Adviser, would be reasonably likely to have a Material Adverse
Effect; and to the best of the Investment Adviser's knowledge, no such
proceedings are threatened or contemplated by governmental authorities or
threatened by others.

                  (i) Since the date as of which information is given in the
Registration Statement and the Prospectus through the date hereof, and except as
may otherwise be disclosed in the Prospectus, there have been no transactions
entered into by the Investment Adviser which are material to the Investment
Adviser other than in the ordinary course of its business.

                  (j) This Agreement and the Advisory Agreement comply in all
material respects with all applicable provisions of the 1940 Act, the 1940 Act
Rules and Regulations, the Investment Adviser's Act and the Investment Adviser's
Act Rules and Regulations.

                  (k) Except as stated in this Agreement and in the Prospectus
(and any amendment or supplement thereto), the Investment Adviser has not taken
and shall not take, directly or indirectly, any action designed to cause or
result in, or which constituted







or which might reasonably be expected to constitute, the stabilization or
manipulation of the price of the Tortoise Notes to facilitate the sale or resale
of the Tortoise Notes.

                  (l) The Investment Adviser is not (i) in violation of its
limited liability company operating agreement or other organizational documents,
(ii) in default in any material respect, and no event has occurred which, with
notice or lapse of time or both, would constitute such a default, in the due
performance or observance of any term, covenant or condition contained in any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which it is a party or by which it is bound or to which any of its
properties or assets is subject or (iii) in violation of any law, ordinance,
governmental rule, regulation or court decree to which it or its property or
assets may be subject or has failed to obtain any material license, permit,
certificate, franchise or other governmental authorization or permit necessary
to the ownership of its property or to the conduct of its business, except, in
the case of clauses (ii) and (iii), such defaults, events, violations or
failures that in the aggregate would not reasonably be expected to have a
Material Adverse Effect.

                  (m) Neither the Investment Adviser, nor any director, officer,
agent, employee or other person associated with or acting on behalf of the
Investment Adviser, has (i) used any funds of the Company or the Investment
Adviser for any unlawful contribution, gift, entertainment or other unlawful
expense relating to political activity, (ii) made any direct or indirect
unlawful payment to any foreign or domestic government official or employee from
any funds of the Company or the Investment Adviser, (iii) violated or is in
violation of any provision of the Foreign Corrupt Practices Act of 1977, or (iv)
made any bribe, rebate, payoff, influence payment, kickback or other unlawful
payment.

                  (n) Neither the Investment Advisor nor any employee or agent
of the Investment Adviser has made any payment of funds of the Company or the
Investment Adviser or received or retained any funds, which payment, receipt or
retention of funds is of a character required to be disclosed in the Prospectus
or the Registration Statement which is not so disclosed.

                  (o) There are no contracts, agreements or understandings
between the Investment Adviser and any person that would give rise to a valid
claim against the Company or the Underwriters for a brokerage commission,
finder's fee or other like payment in connection with this offering.

         Section 3. Purchase of the Tortoise Notes by the Underwriters. On the
basis of the representations and warranties contained in, and subject to the
terms and conditions of, this Agreement, the Company agrees to issue and sell to
the Underwriters and the Underwriters agree to purchase from the Company the
principal amount of Tortoise Notes set forth opposite such Underwriter's name on
Schedule 1 hereto.

         The price that the Underwriters shall pay for the Tortoise Notes shall
be $_____ per note ($_____ liquidation preference per note less an underwriting
fee of $_____ per note).





         The Company shall not be obligated to deliver any of the Tortoise Notes
on the Delivery Date (as hereinafter defined), except upon payment for all the
Tortoise Notes to be purchased on the Delivery Date as provided herein.

         Section 4. Offering of Tortoise Notes by the Underwriters. The
Underwriters propose to offer the Tortoise Notes for sale upon the terms and
conditions set forth in the Prospectus.

         Section 5. Delivery of and Payment for the Tortoise Notes. Delivery of
and payment for the Tortoise Notes shall be made at the offices of Morrison &
Foerster LLP, 1290 Avenue of the Americas, New York, New York 10104 or through
the facilities of the Depository Trust Company or another mutually agreeable
facility, at 10:00 A.M., New York City time, on October __, 2005 or at such
other date or place as shall be determined by agreement between the Underwriters
and the Company (the "Delivery Date"). On the Delivery Date, the Company shall
deliver or cause to be delivered the Tortoise Notes to the Underwriters through
the facilities of the Depository Trust Company against payment to or upon the
order of the Company of the purchase price by wire transfer in immediately
available funds. Time shall be of the essence, and delivery at the time and
place specified pursuant to this Agreement is a further condition of the
obligation of the Underwriters hereunder.

         Section 6. Further Agreements of the Company and the Investment
Adviser. The Company and the Investment Adviser covenant and agree that:

                  (a) If, at the time this Agreement is executed and delivered,
it is necessary for the Registration Statement or a post-effective amendment
thereto to become effective under the Securities Act before the offering of the
Tortoise Notes may commence, to use its reasonable best efforts to cause the
Registration Statement or such post-effective amendment to become effective
under the Securities Act as soon as possible; if the Registration Statement has
become effective and the Prospectus contained therein omits certain information
at the time of effectiveness pursuant to Rule 430A of the 1933 Act Rules and
Regulations, to file a Prospectus with the Commission pursuant to Rule 497(h) of
the 1933 Act Rules and Regulations as promptly as possible, not later than the
Commission's close of business on the second business day following the
execution and delivery of this Agreement; if the Registration Statement does not
so omit such information, the Company will file a Prospectus pursuant to Rule
497(c) or (h) of the 1933 Act Rules and Regulations as promptly as possible, not
later than the fifth business day following the execution and delivery of this
Agreement; to make no further amendment or any supplement to the Registration
Statement or to the Prospectus except as permitted herein; to advise the
Underwriters, promptly after it receives notice thereof, of the time when the
Registration Statement or any amendment thereto has been filed or becomes
effective or any supplement to the Prospectus or any amended Prospectus has been
filed and to furnish the Underwriters with copies thereof; to advise the
Underwriters, promptly after it receives notice thereof, of the issuance by the
Commission of any stop order or of any order preventing or suspending the use of
any Preliminary Prospectus or the Prospectus, of the suspension of the
qualification of the Tortoise Notes for offering or sale in any jurisdiction, of
the initiation or threatening of






any proceeding for any such purpose, or of any request by the Commission for the
amending or supplementing of the Registration Statement or the Prospectus or for
additional information; and, in the event of the issuance of any stop order or
of any order preventing or suspending the use of any Preliminary Prospectus or
the Prospectus or suspending any such qualification, to use promptly its best
efforts to obtain its withdrawal;

                  (b) To deliver promptly to the Underwriters such number of the
following documents as it shall reasonably request: (i) conformed copies of the
Registration Statement as originally filed with the Commission and each
amendment thereto (in each case excluding exhibits) and (ii) each Preliminary
Prospectus, the Prospectus and any amended or supplemented Prospectus; and, if
the delivery of a prospectus is required at any time after the Effective Time in
connection with the offering or sale of the Tortoise Notes or any other
securities relating thereto and if at such time any events shall have occurred
as a result of which the Prospectus as then amended or supplemented would
include an untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in light of the
circumstances under which they were made when such Prospectus is delivered, not
misleading, or, if for any other reason it shall be necessary to amend or
supplement the Prospectus in order to comply with the Securities Act, to notify
the Underwriters and, upon their request, to file such document and to prepare
and furnish without charge to the Underwriters and to any dealer in securities
as many copies as the Underwriters may from time to time reasonably request of
an amended or supplemented Prospectus which will correct such statement or
omission or effect such compliance;

                  (c) To file promptly with the Commission any amendment to the
Registration Statement or the Prospectus or any supplement to the Prospectus
that may, in the judgment of the Company or the Underwriters, be required by the
Securities Act or requested by the Commission;

                  (d) Prior to filing with the Commission any amendment to the
Registration Statement or supplement to the Prospectus or any Prospectus
pursuant to Rule 497 of the 1933 Act Rules and Regulations, to furnish a copy
thereof to the Underwriters and their counsel and obtain the consent of the
Underwriters to the filing, which consent shall not be unreasonably withheld;

                  (e) To make generally available to the Company's security
holders and to deliver to the Underwriters an earnings statement of the Company
(which need not be audited) complying with Section 11(a) of the Securities Act
and the Rules and Regulations (including, at the option of the Company, Rule
158) covering a twelve-month period commencing after the Effective Date and
ending not later than 15 months thereafter;

                  (f) For a period of three years following the Effective Date,
to furnish to the Underwriters, to the extent such information is not freely
available on the Internet, copies of all materials furnished by the Company to
its shareholders and all public reports






and all reports and financial statements furnished by the Company to the
Commission pursuant to the Exchange Act or any rule or regulation of the
Commission thereunder;

                  (g) Promptly from time to time, to take such action as the
Underwriters may reasonably request to qualify the Tortoise Notes for offering
and sale under the securities laws of such jurisdictions as the Underwriters may
request and to comply with such laws so as to permit the continuance of sales
and dealings therein in such jurisdictions for as long as may be necessary to
complete the distribution of the Tortoise Notes; provided that in connection
therewith the Company shall not be required to qualify as a foreign corporation
or to file a general consent to service of process in any jurisdiction;

                  (h) For a period of 180 days from the date of the Prospectus,
not to, without the prior written consent of the Underwriters, directly or
indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter
into any transaction or device which is designed to, or could be expected to,
result in the disposition by any person at any time in the future of) any
Tortoise Notes or securities convertible into or exchangeable for Tortoise
Notes, or sell or grant options, rights or warrants with respect to any Tortoise
Notes or securities convertible into or exchangeable for Tortoise Notes, or (2)
enter into any swap or other derivatives transaction that transfers to another,
in whole or in part, any of the economic benefits or risks of ownership of such
Tortoise Notes, whether any such transaction described in clause (1) or (2)
above is to be settled by delivery of Tortoise Notes or other securities, in
cash or otherwise; and

                  (i) To apply the net proceeds from the sale of the Tortoise
Notes in a manner consistent with the investment objectives, policies and
restrictions of the Company as set forth in the Prospectus.

         Section 7. Expenses. The Company agrees to pay (a) the costs incident
to the authorization, issuance, sale and delivery of the Tortoise Notes and any
taxes payable in connection therewith; (b) the costs incident to the
preparation, printing and filing under the Securities Act and the 1940 Act of
the Registration Statement, the Prospectus, and the 1940 Act Notification and
any amendments or supplements and exhibits thereto; (c) the costs of
distributing the Registration Statement as originally filed and each amendment
thereto and any post-effective amendments thereof (including, in each case,
exhibits), any Preliminary Prospectus, the Prospectus and any amendment or
supplement to the Prospectus, all as provided in this Agreement; (d) the costs
of producing and distributing this Agreement, and any other related documents in
connection with the offering, purchase, sale and delivery of the Tortoise Notes;
(e) the preparation, issuance and delivery of the certificates for the Tortoise
Notes, if any, to the Underwriters, including any stock or other transfer taxes
and any stamp or other duties payable upon the sale, issuance or delivery of the
Tortoise Notes to the Underwriters, (f) any applicable listing or other fees
including the fees paid to the rating agencies in connection with the rating of
the Tortoise Notes; (g) the fees and expenses of qualifying the Tortoise Notes
under the securities laws of the several jurisdictions as provided in Section
6(g) and of preparing, printing and distributing a Blue Sky Memorandum
(including related fees and expenses of counsel to the Underwriters); (h) all
costs and reasonable expenses of the






Underwriters, other than the fees and disbursements of counsel; (i) the fees and
expenses of the Company's accountants and the fees and expenses of counsel for
the Company, of the transfer agent and the auction agent as set forth in the
Auction Agreement; and (j) all other costs and reasonable expenses incident to
the performance of the obligations of the Company under this Agreement.

         Section 8. Conditions of Underwriters' Obligations. The obligations of
the Underwriters hereunder are subject to the accuracy, when made and on the
Delivery Date, of the representations and warranties of the Company and the
Investment Adviser contained herein, to the performance by the Company and the
Investment Adviser of their respective obligations hereunder, and to each of the
following additional terms and conditions:

                  (a) The Prospectus shall have been timely filed with the
Commission in accordance with Section 6(a); no stop order suspending the
effectiveness of the Registration Statement or any part thereof shall have been
issued and no proceeding for that purpose shall have been initiated or
threatened by the Commission; and any request of the Commission for inclusion of
additional information in the Registration Statement or the Prospectus or
otherwise shall have been complied with.

                  (b) All corporate proceedings and other legal matters incident
to the authorization, form and validity of this Agreement, the Indenture, the
Auction Agreement, the Tortoise Notes, the Registration Statement and the
Prospectus, and all other legal matters relating to this Agreement and the
transactions contemplated hereby shall be reasonably satisfactory in all
material respects to counsel for the Underwriters, and the Company shall have
furnished to such counsel all documents and information that they may reasonably
request to enable them to pass upon such matters.

                  (c) The Company shall have furnished to the Underwriters, in
form and substance reasonably satisfactory to the Underwriters, the written
opinion of Blackwell Sanders Peper Martin LLP, dated the Delivery Date, to the
effect of paragraphs (i) through (xviii) below:

                           (i) The Company is a corporation duly incorporated
         and existing under and by virtue of the laws of the State of Maryland
         and is in good standing with the Department of Assessments and Taxation
         of Maryland;

                           (ii) The Company has the corporate power to own,
         lease and operate its property or assets and to conduct its business in
         all material respects as described in the Registration Statement and
         the Prospectus under the caption "The Company."

                           (iii) The authorized stock of the Company conforms as
         to legal matters in all material respects to the description thereof in
         the Prospectus under the caption "Description of Stock." The Tortoise
         Notes being delivered on the Delivery Date to the Underwriters
         hereunder have been duly authorized and, when issued and delivered in
         accordance with the terms of this Agreement, will





         constitute legal, valid and binding obligations of the Company entitled
         to the benefits of the Indenture;

                           (iv) The Tortoise Notes conform in all material
         respects to the statements concerning them contained in the Prospectus
         and the Indenture and there are no restrictions upon the transfer of
         any of the Tortoise Notes pursuant to the Company's Charter or by-laws
         or any Material Contract (as defined below); except for the
         restrictions on transfer on the Tortoise Notes contained in the Auction
         Agreement;

                           (v) To such counsel's knowledge, the Company is not
         (i) in violation of its Charter or by-laws, (ii) in default, and no
         event has occurred which, with notice or lapse of time or both, would
         constitute such a default, in the due performance or observance of any
         term, covenant or condition contained in any indenture, mortgage, deed
         of trust, loan agreement or other agreement listed on Schedule I to
         such counsel's opinion (each a "Material Contract") or (iii) in
         violation of any law, ordinance, governmental rule, regulation or court
         decree to which it or its property or assets may be subject or has
         failed to obtain any material license, permit, certificate, franchise
         or other governmental authorization or permit necessary to the
         ownership of its property or to the conduct of its business, except in
         the case of clauses (ii) and (iii), such defaults, events, violations
         or failures that in the aggregate would not reasonably be expected to
         have a Material Adverse Effect;

                           (vi) To such counsel's knowledge, and other than as
         set forth in the Prospectus, there are no legal or governmental
         proceedings pending to which the Company is a party or of which any
         property or assets of the Company is the subject which is reasonably
         likely to be determined adversely to the Company and, if determined
         adversely to the Company, would be reasonably likely to have a Material
         Adverse Effect; and, to the best of such counsel's knowledge, no such
         proceedings are threatened or contemplated by governmental authorities
         or threatened by others;

                           (vii) The Registration Statement was declared
         effective under the Securities Act as of the date and time specified in
         such opinion, the Prospectus was filed with the Commission pursuant to
         Rule 497 of the 1933 Act Rules and Regulations on the date specified in
         such opinion and no stop order suspending the effectiveness of the
         Registration Statement or any part thereof has been issued and, to the
         knowledge of such counsel, no proceeding for that purpose is pending or
         threatened by the Commission;

                           (viii) The Registration Statement and the Prospectus
         and any further amendments or supplements thereto made by the Company
         prior to the Delivery Date (except for the financial statements and
         related schedules therein, as to which such counsel need express no
         opinion) comply as to form in all material respects with the
         requirements of the Securities Act, the 1940 Act, the Trust Indenture
         Act and the Rules and Regulations;





                           (ix) The statements contained in the Registration
         Statement and the Prospectus (and any amendment or supplement thereto
         through the date of the opinion) under the captions "The Auction," and
         "Description of Tortoise Notes," "Description of Stock " and "Federal
         Income Tax Matters," and the statements contained in the Statement of
         Additional Information under the caption "Additional Information
         Concerning the Auction," insofar as they purport to summarize
         provisions of the Indenture, the Company's Charter and by-laws,
         contracts, agreements or other legal documents referred to therein, tax
         laws, legal conclusions, doctrines or practices of the United States,
         constitute accurate summaries of the terms of such documents, laws,
         legal conclusions, doctrines or practices in all material respects;

                           (x) To such counsel's knowledge, there are no
         contracts or other documents which are required to be described in the
         Registration Statement and the Prospectus or filed as exhibits to the
         Registration Statement by the Securities Act, the 1940 Act, the Trust
         Indenture Act or by the Rules and Regulations which have not been
         described in the Registration Statement and the Prospectus or filed as
         exhibits to the Registration Statement;

                           (xi) The Indenture has been duly authorized, executed
         and, so far as known to such counsel, delivered, has been duly
         qualified under the Trust Indenture Act, and constitutes a legal, valid
         and binding instrument enforceable against the Company in accordance
         with its terms (subject, as to enforcement of remedies, to applicable
         bankruptcy, reorganization, insolvency, moratorium and other laws
         relating to or affecting creditors rights generally and by general
         equitable principles);

                           (xii) This Agreement and each of the Company
         Agreements has been duly authorized, executed, and, so far as known to
         such counsel, delivered by the Company and each of the Company
         Agreements constitute the valid and legally binding agreements of the
         Company, and are enforceable against the Company in accordance with
         their terms, except as rights to indemnity and contribution hereunder
         may be limited by federal or state securities laws and subject to the
         qualification that the enforceability of the Company's obligations
         hereunder and thereunder may be limited by bankruptcy, insolvency,
         reorganization, moratorium and other laws relating to or affecting
         creditors' rights generally and by general equitable principles;

                           (xiii) None of the issue and sale of the Tortoise
         Notes being delivered on the Delivery Date by the Company pursuant to
         this Agreement, the execution, delivery and performance by the Company
         of this Agreement or the Indenture, the performance by the Company of
         each of the Company Agreements or the consummation of the transactions
         contemplated hereby and thereby (i) result in the creation or
         imposition of any lien, charge or encumbrance upon the assets of the
         Company under the terms of provisions of, or result in a breach or
         violation of any of the terms or provisions of, or constitute a default
         under, any Material Contract, (ii) result in any violation of the
         provisions of the Charter or






         by-laws of the Company or (iii) result in the violation of any Maryland
         or Federal law or regulation or any order of any Maryland or Federal
         governmental authority known to such counsel, except in the case of
         clauses (i) and (iii), such breaches or violations that in the
         aggregate would not reasonably be expected to have a Material Adverse
         Effect; and, except for the registration of the Tortoise Notes under
         the Securities Act and such consents, approvals, authorizations,
         registrations or qualifications as may be required under the Exchange
         Act and applicable state securities laws in connection with the
         purchase and distribution of the Tortoise Notes by the Underwriters, no
         consent, approval, authorization or order of, or filing or registration
         with, any such governmental authority is required for the execution,
         delivery and performance of this Agreement or the Indenture, the
         performance of the Company Agreements by the Company or the
         consummation of the transactions contemplated hereby, except for such
         consents, approvals, authorizations, orders, filings or registrations
         as have been obtained or made;

                           (xiv) This Agreement and each of the Company
         Agreements complies in all material respects with all applicable
         provisions of the 1940 Act, the Investment Adviser's Act, the 1940 Act
         Rules and Regulations and the Investment Adviser's Act Rules and
         Regulations and the Indenture complies in all material respects with
         the applicable provisions of the Trust Indenture Act;

                           (xv) To such counsel's knowledge, there are no
         contracts, agreements or understandings between the Company and any
         person granting such person the right to require the Company to include
         such securities in the securities registered pursuant to the
         Registration Statement; and

                           (xvi) The Company is duly registered under the 1940
         Act as a closed-end, non-diversified, management investment company and
         the 1940 Act Notification has been duly filed with the Commission, and,
         at the time of filing thereof and at the time of filing any amendment
         or supplement thereto, complied as to form in all material respects
         with all applicable provisions of the 1940 Act and the 1940 Act Rules
         and Regulations and, to the best of such counsel's knowledge after
         reasonable inquiry, the Company has not received any notice from the
         Commission pursuant to Section 8(e) of the 1940 Act with respect to the
         1940 Act Notification or the Registration Statement (or any amendment
         or supplement to either of them).

         In rendering such opinions, such counsel may state that their opinion
is limited to matters governed by the Federal laws of the United States of
America and the laws of the State of Maryland. To the extent such counsel deems
proper and to the extent specified in such opinion, such counsel may rely, as to
matters involving the application of laws of the State of Maryland upon the
opinion of Venable LLP or other counsel of good standing whom such counsel
believes to be reliable and who are satisfactory to the Underwriters; provided
that (x) such reliance is expressly authorized by the opinion so relied upon and
a copy of each such opinion is delivered to the Underwriters and is, in form and
substance, satisfactory to the Underwriters and their counsel and (y) such





counsel states in their opinion that they believe that they and the Underwriters
are justified in relying thereon.

         Such counsel shall also state that it has participated in conferences
with officers and employees of the Company and the Adviser, representatives of
the independent auditors for the Company, Maryland counsel to the Company, the
Underwriters and counsel for the Underwriters at which the contents of the
Registration Statement and the Prospectus and related matters were discussed
and, although such counsel is not passing upon, and does not assume any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Registration Statement or the Prospectus, except to the limited
extent otherwise covered by paragraphs viii and ix hereof and have made no
independent check or verification thereof, on the basis of the foregoing, no
facts have come to such counsel's attention that would have led such counsel to
believe that (a) the Registration Statement (except the financial statements and
other financial and statistical data contained therein, as to which such counsel
expresses no opinion), at the time it became effective, contained an untrue
statement of a material fact or omitted to state any material fact required to
be stated therein or necessary to make the statements contained therein not
misleading or (b) the Prospectus (except the financial statements and other
financial and statistical data contained therein, as to which such counsel
expresses no opinion), as of its issue date and as of the Closing Date,
contained or contains an untrue statement of a material fact or omitted or omits
to state a material fact required to be stated therein or necessary to make the
statements contained therein, in light of the circumstances under which they
were made, not misleading.

                  (d) Blackwell Sanders Peper Martin LLP, counsel to the
Investment Adviser, shall have furnished to the Underwriters their written
opinion, addressed to the Underwriters and dated the Delivery Date, in form and
substance reasonably satisfactory to the Underwriters, to the effect that:

                           (i) The Investment Adviser has been duly formed and
         is validly existing as a limited liability company in good standing
         under the laws of the State of Delaware, is duly qualified to do
         business and is in good standing in each jurisdiction in which its
         ownership or lease of property or the conduct of its business as
         described in the Registration Statement and the Prospectus (and any
         amendment or supplement to either) requires such qualification, except
         where the failure to so qualify or to be in good standing would not
         reasonably be expected to have a Material Adverse Effect, and has the
         power and authority to own or hold its properties and to conduct its
         business as described in the Registration Statement and the Prospectus
         (and any amendment or supplement to either);

                           (ii) The Investment Adviser is duly registered as an
         investment adviser under the Investment Adviser's Act and is not
         prohibited by the Investment Adviser's Act, the 1940 Act, the
         Investment Adviser's Act Rules and Regulations or the 1940 Act Rules
         and Regulations from acting under the Advisory Agreement as
         contemplated by the Registration Statement and the Prospectus (or any
         amendment or supplement thereto);





                           (iii) This Agreement and the Advisory Agreement have
         each been duly authorized, executed and delivered by the Investment
         Adviser, and constitute the valid and legally binding agreements of the
         Investment Adviser, and, with respect to this Agreement is enforceable
         against the Investment Adviser in accordance with its terms, except as
         rights to indemnity and contribution hereunder may be limited by
         federal or state securities laws and subject to the qualification that
         the enforceability of the Investment Adviser's obligations hereunder
         may be limited by bankruptcy, insolvency, reorganization, moratorium
         and other laws relating to or affecting creditors' rights generally and
         by general equitable principles;

                           (iv) None of the execution, delivery and performance
         of this Agreement by the Investment Adviser, the performance of the
         Advisory Agreement or the consummation of the transactions contemplated
         hereby and thereby (i) conflict with, result in the creation or
         imposition of any lien, charge or encumbrance upon the assets of the
         Investment Adviser under the terms or provisions of, or result in a
         breach or violation of any of the terms or provisions of, or constitute
         a default under, any indenture, mortgage, deed of trust, loan agreement
         or other agreement or instrument known to such counsel to which the
         Investment Adviser is a party or by which the Investment Adviser is
         bound or to which any of the property or assets of the Investment
         Adviser is subject, (ii) result in any violation of the provisions of
         the limited liability company operating agreement or other
         organizational documents of the Investment Adviser or (iii) result in
         any violation of any statute known to such counsel or any order, rule
         or regulation known to such counsel of any court or governmental agency
         or body having jurisdiction over the Investment Adviser or any of its
         properties or assets, except in the case of clauses (i) and (iii), such
         conflicts, breaches and violations that in the aggregate would not
         reasonably be expected to have a Material Adverse Effect; and except
         for the registration of the Tortoise Notes under the Securities Act and
         such consents, approvals, authorizations, registrations or
         qualifications as may be required under the Exchange Act and applicable
         state securities laws in connection with the purchase and distribution
         of the Tortoise Notes by the Underwriters, no consent, approval,
         authorization or order of, or filing or registration with, any such
         court or governmental agency or body is required for the execution,
         delivery and performance of this Agreement, the performance of the
         Advisory Agreement or the consummation of the transactions contemplated
         hereby and thereby;

                           (v) To such counsel's knowledge, the Investment
         Adviser is not (i) in violation of its limited liability company
         operating agreement or other organizational documents, (ii) in default,
         and no event has occurred which, with notice or lapse of time or both,
         would constitute such a default, in the due performance or observance
         of any term, covenant or condition contained in any indenture,
         mortgage, deed of trust, loan agreement or other agreement or
         instrument to which it is a party or by which it is bound or to which
         any of its properties or assets is subject or (iii) in violation of any
         law, ordinance, governmental rule, regulation or court decree to which
         it or its property or assets





         may be subject or has failed to obtain any material license, permit,
         certificate, franchise or other governmental authorization or permit
         necessary to the ownership of its property or to the conduct of its
         business, except in the case of clauses (ii) and (iii), such defaults,
         events, violations or failures that in the aggregate would not
         reasonably be expected to have a Material Adverse Effect;

                           (vi) To such counsel's knowledge and other than as
         set forth in the Prospectus, there are no legal or governmental
         proceedings pending to which the Investment Adviser is a party or of
         which any property or assets of the Investment Adviser is the subject
         which is reasonably likely to be determined adversely to the Investment
         Adviser and, if determined adversely to the Investment Adviser, would
         be reasonably likely to have a Material Adverse Effect; and, to such
         counsel's knowledge, no such proceedings are threatened or contemplated
         by governmental authorities or threatened by others; and

                           (vii) The description of the Investment Adviser and
         its business in the Registration Statement and the Prospectus (and any
         amendment or supplement thereto) complied and comply in all material
         respects with the requirements of the Securities Act, the 1940 Act, the
         Investment Adviser's Act, the Rules and Regulations and the Investment
         Adviser's Act Rules and Regulations.

         In rendering such opinion, such counsel may state that their opinion is
limited to matters governed by the Federal laws of the United States of America,
the General Corporation Law of the State of Delaware, and the laws of the State
of Kansas.

                  (e) The Underwriters shall have received from Morrison &
Foerster LLP, counsel to the Underwriters, such opinion or opinions, dated the
Delivery Date, with respect to the issuance and sale of the Tortoise Notes, the
Indenture, the Registration Statement, the Prospectus and other related matters
as the Underwriters may reasonably require, and the Company shall have furnished
to such counsel such documents as they reasonably request for the purpose of
enabling them to pass upon such matters.

                  (f) At the time of execution of this Agreement, the
Underwriters shall have received from Ernst & Young LLP a letter or letters, in
form and substance satisfactory to the Underwriters, addressed to the
Underwriters and dated the date hereof (i) confirming that they are independent
public accountants within the meaning of the Securities Act and are in
compliance with the applicable requirements relating to the qualification of
accountants under Rule 2-01 of Regulation S-X of the Commission and (ii)
stating, as of the date hereof (or, with respect to matters involving changes or
developments since the respective dates as of which specified financial
information is given in the Prospectus, as of a date not more than five days
prior to the date hereof), the conclusions and findings of such firm with
respect to the financial information and other matters ordinarily covered by
accountants' "comfort letters" to underwriters in connection with registered
public offerings.





                  (g) With respect to the letter or letters of Ernst & Young LLP
referred to in the preceding paragraph and delivered to the Underwriters
concurrently with the execution of this Agreement (the "Initial Letter"), the
Company shall have furnished to the Underwriters a letter (the "Bring-down
Letter") of such accountants, addressed to the Underwriters and dated the
Delivery Date (i) confirming that they are independent public accountants within
the meaning of the Securities Act and are in compliance with the applicable
requirements relating to the qualification of accountants under Rule 2-01 of
Regulation S-X of the Commission, (ii) stating, as of the date of the Bring-down
Letter (or, with respect to matters involving changes or developments since the
respective dates as of which specified financial information is given in the
Prospectus, as of a date not more than five days prior to the date of the
Bring-down Letter), the conclusions and findings of such firm with respect to
the financial information and other matters covered by the Initial Letter and
(iii) confirming in all material respects the conclusions and findings set forth
in the Initial Letter.

                  (h) The Company shall have furnished to the Underwriters on
the Delivery Date a certificate, dated the Delivery Date, of its Chairman of the
Board of Directors, its Chief Executive Officer or President and its Chief
Financial Officer or Treasurer or an Assistant Treasurer stating that:

                           (i) The representations, warranties and agreements of
         the Company contained herein and in the Auction Agreement are true and
         correct as of the date hereof and as of the Delivery Date; the Company
         has complied with all its agreements contained herein prior to or on
         the Delivery Date; and the conditions set forth in Section 8 have been
         fulfilled;

                           (ii) Since the respective dates as of which
         information is given in the Prospectus, other than as set forth in or
         contemplated by the Prospectus, (A) there has not occurred any change
         or any development that might have a Material Adverse Effect, (B) there
         has not been any change in the capital stock, short-term debt or
         long-term debt of the Company that might have a Material Adverse
         Effect, (C) the Company has not incurred any material liability or
         obligation, direct or contingent, (D) there has not occurred a material
         loss or interference with the Company's business from fire, explosion,
         flood or other calamity, whether or not covered by insurance, or from
         any labor dispute or court or governmental action, order or decree and
         (E) the Company has not declared or paid any dividend on its shares of
         common stock, except for dividends declared in the ordinary course of
         business, and, except as set forth in or contemplated by the
         Prospectus, the Company has not entered into any transaction (other
         than purchases and sales of portfolio transactions) or agreement (other
         than investment-related agreements) material to the Company; and

                           (iii) They carefully have examined the Registration
         Statement and the Prospectus and, in their opinion (and in forming such
         opinion each officer may rely on information provided by the other
         parties to this Agreement) (A) as of the Effective Date, the
         Registration Statement did not contain any untrue statement of a
         material fact or omit to state a material fact required to be stated






         therein or necessary to make the statements therein, in light of the
         circumstances under which they were made, not misleading, (B) as of its
         date and the Delivery Date, the Prospectus did not contain any untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary to make the statements therein, not
         misleading, and (C) since the Effective Date, no event has occurred
         which should have been set forth in a supplement to, or amendment of,
         the Prospectus which has not been set forth in such a supplement or
         amendment.

                  (i) The Investment Adviser shall have furnished to the
Underwriters on the Delivery Date a certificate, dated the Delivery Date, of a
member of its Board of Managers, dated the Delivery Date, stating that:

                           (i) The representations, warranties and agreements of
         the Investment Adviser contained herein are true and correct as of the
         date hereof and as of the Delivery Date; the Investment Adviser has
         complied with all its agreements contained herein prior to or on the
         Delivery Date; and the conditions set forth in Section 8 of this
         Agreement have been fulfilled; and

                           (ii) They have examined the Registration Statement
         and the Prospectus and, in their opinion (and in forming such opinion
         each officer may rely on information provided by the other parties to
         this Agreement) (A) as of the Effective Date, the Registration
         Statement did not contain any untrue statement of a material fact or
         omit to state a material fact required to be stated therein or
         necessary to make the statements therein, in light of the circumstances
         under which they were made, not misleading, (B) as of its date and the
         Delivery Date, the Prospectus did not contain any untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein, not misleading,
         and (C) since the Effective Date, no event has occurred which should
         have been set forth in a supplement to, or amendment of, the Prospectus
         which has not been set forth in such a supplement or amendment.

                  (j) The Company shall not have sustained since the date of the
latest audited financial statements included in the Prospectus (A) any loss or
interference with its business from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor dispute or court or
governmental action, order or decree, or (B) since such date, there shall not
have been any change in the capital stock, short-term debt or long-term debt of
the Company or any change, or any development involving a prospective change, in
or affecting the general affairs, management, financial position, prospects,
shareholders' equity or results of operations of the Company, otherwise than as
described or contemplated in the Prospectus, the effect of which, in any such
case described in clause (A) or (B), is, in the judgment of the Underwriters, so
material and adverse as to make it impracticable or inadvisable to proceed with
the public offering or the delivery of the Tortoise Notes being delivered on the
Delivery Date on the terms and in the manner contemplated in the Prospectus and
in this Agreement.

                  (k) The Company shall have furnished to the Underwriters a
report showing compliance with the asset coverage requirements of the 1940 Act
and the 1940






Act Tortoise Notes Asset Coverage (as defined in the Registration Statement),
each dated the Delivery Date and in form and substance satisfactory to the
Underwriters. Each such report shall assume the receipt of the net proceeds from
the sale of the Tortoise Notes and may use portfolio holdings and valuations as
of the close of business of any day not more than six business days preceding
the Delivery Date, provided, however, that the Company represents in such report
that its total net assets as of the Delivery Date have not declined by 5% or
more from such valuation date.

                  (l) The Company shall have delivered and the Underwriters
shall have received evidence satisfactory to it that the Tortoise Notes are
rated at least "AAA" by Moody's Investors Service, Inc. and "AAA" by Fitch,
Inc., a division of the McGraw Hill Companies, as of the Delivery Date, and
subsequent to the execution and delivery of this Agreement, (i) no downgrading
shall have occurred in the rating accorded the Tortoise Notes by any "nationally
recognized statistical rating organization" as that term is defined by the
Commission for purposes of Rule 436(g)(2) of the 1933 Act Rules and Regulations
and (ii) no such organization shall have publicly announced that is has under
surveillance or review, with possible negative implications, its rating of the
Tortoise Notes.

                  (m) Neither the Company nor the Investment Adviser shall have
failed at or prior to the Delivery Date to have performed or complied with any
of the agreements contained herein and required to be performed or complied with
by them at or prior to the Delivery Date.

                  (n) Subsequent to the execution and delivery of this Agreement
there shall not have occurred any of the following: (i) trading in securities
generally on the New York Stock Exchange or the American Stock Exchange or in
the over-the-counter market, or trading in any securities of the Company on any
exchange or in the over-the-counter market, shall have been suspended or
materially limited or the settlement of such trading generally shall have been
materially disrupted or minimum prices shall have been established on any such
exchange or such market by the Commission, by such exchange or by any other
regulatory body or governmental authority having jurisdiction, (ii) a banking
moratorium shall have been declared by Federal or state authorities, (iii) the
United States shall have become engaged in hostilities, there shall have been an
escalation in hostilities involving the United States or there shall have been a
declaration of a national emergency or war by the United States or (iv) there
shall have occurred such a material adverse change in general economic,
political or financial conditions (or the effect of international conditions on
the financial markets in the United States shall be such), including, without
limitation, as a result of terrorist activities after the date hereof, or any
other calamity or crisis as to make it, in the judgment of the Underwriters,
impracticable or inadvisable to proceed with the public offering or delivery of
the Tortoise Notes being delivered on such Delivery Date on the terms and in the
manner contemplated in the Prospectus.

                  (o) The Underwriters shall not have discovered and disclosed
to the Company on or prior to the Delivery Date that the Registration Statement
or the Prospectus or any amendment or supplement thereto contains an untrue
statement of a






fact which, in the reasonable opinion of Morrison & Foerster LLP, counsel for
the Underwriters, is material or omits to state a fact which, in the reasonable
opinion of such counsel, is material and is required to be stated therein or is
necessary to make the statements therein not misleading.

                  (p) The Company and the Investment Adviser shall have
furnished to the Underwriters such further certificates, documents and opinions
of counsel as the Underwriters shall reasonably request (including certificates
of officers of the Company and the Investment Adviser).

         All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to counsel for the Underwriters.

         Section 9. Indemnification and Contribution.

                  (a) The Company and the Investment Adviser shall jointly and
severally indemnify and hold harmless each Underwriter, its directors, officers
and employees and each person, if any, who controls any Underwriter within the
meaning of the Securities Act, from and against any loss, claim, damage or
liability, joint or several, or any action in respect thereof (including, but
not limited to, any loss, claim, damage, liability or action relating to
purchases and sales of Tortoise Notes), to which such Underwriter, director,
officer, employee or controlling person may become subject, under the Securities
Act or otherwise, insofar as such loss, claim, damage, liability or action
arises out of, or is based upon, (i) any untrue statement or alleged untrue
statement of a material fact contained (A) in the 1940 Act Notification, (B) in
any Preliminary Prospectus, the Prospectus, the Registration Statement or in any
amendment or supplement thereto including information deemed to be a part of the
Registration Statement pursuant to Rule 430A of the Rules and Regulations, if
applicable, or (C) in any Marketing Materials, (ii) the omission or alleged
omission to state in any Preliminary Prospectus, the Registration Statement or
the Prospectus, or in any amendment or supplement thereto, or in any Marketing
Materials, any material fact required to be stated therein or necessary to make
the statements therein not misleading or (iii) any act or failure to act or any
alleged act or failure to act by such Underwriter in connection with, or
relating in any manner to, the Tortoise Notes or the offering contemplated
hereby, and which is included as part of or referred to in any loss, claim,
damage, liability or action arising out of or based upon matters covered by
clause (i) or (ii) above (provided that neither the Company nor the Investment
Adviser shall be liable under this Section 9(a) to the extent that it is
determined in a final judgment by a court of competent jurisdiction that such
loss, claim, damage, liability or action resulted directly from any such acts or
failures to act undertaken or omitted to be taken by such Underwriter through
its willful misfeasance, bad faith, gross negligence in the performance of its
duties or reckless disregard of applicable obligations and duties), and shall
reimburse such Underwriter and each such director, officer, employee or
controlling person promptly upon demand for any legal or other expenses
reasonably incurred by such Underwriter, director, officer, employee or
controlling person in connection with investigating or defending or preparing to
defend against any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that neither the Company nor the
Investment Adviser shall be liable





in any such case to the extent that any such loss, claim, damage, liability or
action (i) arises out of, or is based upon, any untrue statement or alleged
untrue statement or omission or alleged omission made in any Preliminary
Prospectus, the Registration Statement or the Prospectus, or in any such
amendment or supplement, in reliance upon and in conformity with written
information furnished to the Company or the Investment Adviser by or on behalf
of the Underwriters specifically for inclusion therein which information
consists solely of the information specified in Section 9(e); or (ii) results
solely from an untrue statement of material fact contained in, or the omission
of a material fact from, a Preliminary Prospectus, which untrue statement or
omission was corrected in the Prospectus (as then amended or supplemented) if
(A) an Underwriter sold Tortoise Notes to the person alleging such loss, claim,
damage, liability or action without sending or giving, at or prior to the
written confirmation of such sale, a copy of the Prospectus (as then amended or
supplemented), (B) within a reasonable amount of time prior to such sale or such
confirmation, the Company had furnished to such Underwriter copies of the
corrected Prospectus which, if delivered, would have cured the defect giving
rise to such loss, claim, damage, liability or action, and (C) the Underwriter
failed to deliver such corrected Prospectus. The foregoing indemnity agreement
is in addition to any liability which the Company or the Investment Adviser may
otherwise have to any Underwriter or to any director, officer, employee or
controlling person of that Underwriter.

                  (b) Each Underwriter, severally and not jointly, shall
indemnify and hold harmless the Company, its officers and employees, each of its
directors, and each person, if any, who controls the Company within the meaning
of the Securities Act, from and against any loss, claim, damage or liability,
joint or several, or any action in respect thereof, to which the Company or any
such director, officer, employee or controlling person may become subject, under
the Securities Act or otherwise, insofar as such loss, claim, damage, liability
or action arises out of, or is based upon, (i) any untrue statement or alleged
untrue statement of a material fact contained in any Preliminary Prospectus, the
Registration Statement or the Prospectus or in any amendment or supplement
thereto, or (ii) the omission or alleged omission to state in any Preliminary
Prospectus, the Registration Statement or the Prospectus, or in any amendment or
supplement thereto, any material fact required to be stated therein or necessary
to make the statements therein not misleading, but in each case only to the
extent that the untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Company by or on behalf of the Underwriters
specifically for inclusion therein, which information is limited to the
information set forth in Section 9(e), and shall reimburse the Company and any
such director, officer, employee or controlling person for any legal or other
expenses reasonably incurred by the Company or any such director, trustee,
officer, employee or controlling person in connection with investigating or
defending or preparing to defend against any such loss, claim, damage, liability
or action as such expenses are incurred. The foregoing indemnity agreement is in
addition to any liability which the Underwriters may otherwise have to the
Company or any such director, officer, employee or controlling person.





                  (c) Promptly after receipt by an indemnified party under this
Section 9 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 9, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 9 except to the extent it has
been materially prejudiced by such failure and, provided further, that the
failure to notify the indemnifying party shall not relieve it from any liability
which it may have to an indemnified party otherwise than under this Section 9.
If any such claim or action shall be brought against an indemnified party, and
it shall notify the indemnifying party thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it wishes, jointly with
any other similarly notified indemnifying party, to assume the defense thereof
with counsel reasonably satisfactory to the indemnified party. After notice from
the indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 9 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that
the indemnified party shall have the right to employ separate counsel to
represent the indemnified party, and its respective directors, officers,
employees and controlling persons who may be subject to liability arising out of
any claim in respect of which indemnity may be sought under this Section 9 if,
the named parties to any such action, suit or proceeding (including any
impleaded parties) include both an indemnified party (and/or its officers,
employees, directors and each person who controls the indemnified party within
the meaning of the Securities Act) and the indemnifying party and the
indemnified party shall have been advised by its counsel that representation of
both the indemnified party (and/or its officers, employees, directors and each
person who controls the indemnified party within the meaning of the Securities
Act) and the indemnifying party would be inappropriate under applicable
standards of professional conduct (whether or not such representation by the
same counsel has been proposed) and in the reasonable judgment of the
indemnified party, it is advisable for the indemnified party and its directors,
officers, employees and controlling persons to be jointly represented by
separate counsel, then in that event the fees and expenses of one such separate
counsel shall be paid by the Company or the Investment Adviser. No indemnifying
party shall (i) without the prior written consent of the indemnified parties
(which consent shall not be unreasonably withheld), settle or compromise or
consent to the entry of any judgment with respect to any pending or threatened
claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified parties are
actual or potential parties to such claim or action) unless such settlement,
compromise or consent includes an unconditional release of each indemnified
party from all liability arising out of such claim, action, suit or proceeding,
or (ii) be liable for any settlement of any such action effected without its
written consent (which consent shall not be unreasonably withheld), but if
settled with the consent of the indemnifying party or if there be a final
judgment of the plaintiff in any such action, the indemnifying party agrees to
indemnify and hold harmless any indemnified party from and against any loss or
liability by reason of such settlement or judgment.





                  (d) If the indemnification provided for in this Section 9
shall for any reason be unavailable to or insufficient to hold harmless an
indemnified party under Section 9(a) or 9(b) in respect of any loss, claim,
damage or liability, or any action in respect thereof, referred to therein, then
each indemnifying party shall, in lieu of indemnifying such indemnified party,
contribute to the amount paid or payable by such indemnified party as a result
of such loss, claim, damage or liability, or action in respect thereof, (i) in
such proportion as shall be appropriate to reflect the relative benefits
received by the Company and the Investment Adviser (treated jointly as one
person for this purpose) on the one hand and the Underwriters on the other from
the offering of the Tortoise Notes or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company and the Investment Adviser
(treated jointly as one person for this purpose) on the one hand and the
Underwriters on the other with respect to the statements or omissions which
resulted in such loss, claim, damage or liability, or action in respect thereof,
as well as any other relevant equitable considerations. The relative benefits
received by the Company and the Investment Adviser (treated jointly as one
person for this purpose) on the one hand and the Underwriters on the other with
respect to such offering shall be deemed to be in the same proportion as the
total net proceeds from the offering of the Tortoise Notes purchased under this
Agreement (before deducting expenses) received by the Company, on the one hand,
and the total underwriting discounts and commissions received by the
Underwriters with respect to the Tortoise Notes purchased under this Agreement,
on the other hand, bear to the total gross proceeds from the offering of the
Tortoise Notes under this Agreement, in each case as set forth in the table on
the cover page of the Prospectus. The relative fault shall be determined by
reference to whether the untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
supplied by the Company or the Investment Adviser, on one hand, or the
Underwriters, on the other hand, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company, the Investment Adviser and the Underwriters
agree that it would not be just and equitable if contributions pursuant to this
Section were to be determined by pro rata allocation or by any other method of
allocation which does not take into account the equitable considerations
referred to herein. The amount paid or payable by an indemnified party as a
result of the loss, claim, damage or liability, or action in respect thereof,
referred to above in this Section shall be deemed to include, for purposes of
this Section 9(d), any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 9(d), the Underwriters
shall not be required to contribute any amount in excess of the amount by which
the total price at which the Tortoise Notes underwritten by it and distributed
to the public were offered to the public exceeds the amount of any damages which
such Underwriter has otherwise paid or become liable to pay by reason of any
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.





                  (e) The Underwriters severally confirm and the Company and the
Investment Adviser acknowledge that the statements set forth in the last
sentence on the front cover page, its name and paragraphs four, six, seven and
ten under the section "Underwriting," in the Prospectus are correct and
constitute the only information concerning the Underwriters furnished in writing
to the Company specifically for inclusion in the Registration Statement and the
Prospectus.

         Section 10. Defaulting Underwriters. If, on the Delivery Date, any
Underwriter defaults in the performance of its obligations under this Agreement,
the remaining non-defaulting Underwriters shall be obligated to purchase the
Tortoise Notes which the defaulting Underwriter agreed but failed to purchase on
the Delivery Date in the respective proportions which the aggregate principal
amount of Tortoise Notes set forth opposite the name of each remaining
non-defaulting Underwriter in Schedule 1 hereto bears to the total aggregate
principal amount of Tortoise Notes set forth opposite the names of all the
remaining non-defaulting Underwriters in Schedule 1 hereto; provided, however,
that the remaining non-defaulting Underwriters shall not be obligated to
purchase any amount of the Tortoise Notes on the Delivery Date if the aggregate
principal amount of Tortoise Notes which the defaulting Underwriter or
Underwriters agreed but failed to purchase on such date exceeds 9.09% of the
aggregate principal amount of Tortoise Notes to be purchased on the Delivery
Date, and any remaining non-defaulting Underwriter shall not be obligated to
purchase more than 110% of the aggregate principal amount of Tortoise Notes
which it agreed to purchase on the Delivery Date pursuant to the terms of
Section 3. If the foregoing maximums are exceeded, the remaining non-defaulting
Underwriters, shall have the right, but shall not be obligated, to purchase, in
such proportion as may be agreed upon among them, the total aggregate principal
amount of Tortoise Notes to be purchased on such Delivery Date. If the remaining
Underwriters do not elect to purchase the Tortoise Notes which the defaulting
Underwriter or Underwriters agreed but failed to purchase on the Delivery Date,
this Agreement shall terminate without liability on the part of any
non-defaulting Underwriter or the Company, except that the Company will continue
to be liable for the payment of expenses to the extent set forth in Sections 7
and 12. As used in this Agreement, the term "Underwriter" includes, for all
purposes of this Agreement unless the context requires otherwise, any party not
listed in Schedule 1 hereto who, pursuant to this Section 10, purchases Tortoise
Notes which a defaulting Underwriter agreed but failed to purchase.

         Nothing contained herein shall relieve a defaulting Underwriter of any
liability it may have to the Company for damages caused by its default. If other
Underwriters are obligated or agree to purchase the Tortoise Notes of a
defaulting or withdrawing Underwriter, either the non-defaulting Underwriters or
the Company may postpone the Delivery Date for up to seven full business days in
order to effect any changes that in the opinion of counsel for the Company or
counsel for the Underwriters may be necessary in the Registration Statement, the
Prospectus or in any other document or arrangement.

         Section 11. Termination. The obligations of the Underwriters hereunder
may be terminated by the Underwriters by notice given to and received by the
Company prior to delivery of and payment for the Tortoise Notes if, prior to
that time, any of the events






described in Sections 8(j) or 8(n), shall have occurred or if the Underwriters
shall decline to purchase the Tortoise Notes for any reason permitted under this
Agreement.

         Section 12. Reimbursement of Underwriters' Expenses. If (a) the Company
shall fail to tender the Tortoise Notes for delivery to the Underwriters by
reason of any failure, refusal or inability on the part of the Company to
perform any agreement on its part to be performed, or because any other
condition of the Underwriters' obligations hereunder required to be fulfilled by
the Company is not fulfilled or (b) the Underwriters decline to purchase the
Tortoise Notes because of a failure by the Company or the Investment Adviser to
perform their respective obligations under this Agreement, the Company shall
reimburse the Underwriters for all reasonable out-of-pocket expenses (including
fees and disbursements of counsel) incurred by the Underwriters in connection
with this Agreement and the proposed purchase of the Tortoise Notes, and upon
demand the Company shall pay the full amount thereof to the Underwriters.

         Section 13. Notices, Etc. All statements, requests, notices and
agreements hereunder shall be in writing, and:

                  (a) if to the Underwriters, shall be delivered or sent by
mail, telex or facsimile transmission to Lehman Brothers Inc., 745 Seventh
Avenue, New York, NY 10019, Attention: Syndicate Department (Fax: 646-758-4231)
and to Stifel Nicolaus & Company, Incorporated, 501 North Broadway, St. Louis,
MS 63102, Attention: Equity Capital Markets (Fax: 314-342-2151), with a copy, in
the case of any notice pursuant to Section 9(c) the Director of Litigation,
Office of the General Counsel, Lehman Brothers Inc., 399 Park Avenue, New York,
NY 10022; and with a copy to Morrison & Foerster LLP, 1290 Avenue of the
Americas, New York, New York 10104, Attention: Anna T. Pinedo, Esq. (Fax:
212-468-7900; Telephone 212-468-8179);

                  (b) if to the Company, shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the
Registration Statement, Attention: David Schulte (Fax: 816-960-1777); with a
copy to Blackwell Sanders Peper Martin LLP, 4801 Main Street, Suite 1000, Kansas
City, MO 64112; Attention: Steven F. Carman, Esq. (Fax: 816-983-8080; Telephone:
816-983-8153); and

                  (c) if to the Investment Adviser, shall be delivered or sent
by mail, telex or facsimile transmission to Tortoise Capital Advisors, LLC,
10801 Mastin Boulevard, Overland Park, KS 66210, Attention: Terry Matlack, with
a copy to Blackwell Sanders Peper Martin LLP, 720 Olive Street , St. Louis, MO
63101; Attention: John R. Short, Esq. (Fax: 314-345-6060; Telephone
314-345-6430).

         Any such statements, requests, notices or agreements shall take effect
at the time of receipt thereof. The Company shall be entitled to act and rely
upon any request, consent, notice or agreement given or made on behalf of the
Underwriters.

         Section 14. Persons Entitled to Benefit of Agreement. This Agreement
shall inure to the benefit of and be binding upon the Underwriters, the Company,
the Investment Adviser, and their respective successors. This Agreement and the
terms and






provisions hereof are for the sole benefit of only those persons, except that
(A) the representations, warranties, indemnities and agreements of the Company
and the Investment Adviser contained in this Agreement shall also be deemed to
be for the benefit of the directors, officers and the person or persons, if any,
who control the Underwriters within the meaning of Section 15 of the Securities
Act and (B) the indemnity agreement of the Underwriters contained in Section
9(b) of this Agreement shall be deemed to be for the benefit of the Board of
Directors of the Company, officers and employees of the Company who have signed
the Registration Statement and any person controlling the Company within the
meaning of Section 15 of the Securities Act. Nothing in this Agreement is
intended or shall be construed to give any person, other than the persons
referred to in this Section 13, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision contained herein.

         Section 15. Survival. The respective indemnities, representations,
warranties and agreements of the Company and the Underwriters contained in this
Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall survive the delivery of and payment for the Tortoise Notes and
shall remain in full force and effect, regardless of any investigation made by
or on behalf of any of them or any person controlling any of them.

         Section 16. Definition of the Term "Business Day". For purposes of this
Agreement, "business day" means each Monday, Tuesday, Wednesday, Thursday or
Friday which is not a day on which banking institutions in New York are
generally authorized or obligated by law or executive order to close.

         Section 17. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of New York.

         Section 18. Counterparts. This Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.

         Section 19. Headings. The headings herein are inserted for convenience
of reference only and are not intended to be part of, or to affect the meaning
or interpretation of, this Agreement.

         Section 20. Limitation of Liability. A copy of the Charter of the
Company is on file with the Secretary of State of the State of Maryland. This
Agreement has been executed on behalf of the Company by an officer of the
Company in such capacity and not individually and the obligations of the Company
under this Agreement are not binding upon such officer or any of the directors
or the shareholders of the Company individually but are binding only upon the
assets and property of the Company.






         If the foregoing correctly sets forth the agreement among the Company,
the Investment Adviser and the Underwriters, please indicate your acceptance in
the space provided for that purpose below.


                           Very truly yours,

                           TORTOISE ENERGY CAPITAL CORPORATION

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



                           TORTOISE CAPITAL ADVISORS LLC

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


Accepted:

LEHMAN BROTHERS INC.
STIFEL, NICOLAUS & COMPANY, INCORPORATED

By: LEHMAN BROTHERS INC.

By:
   --------------------------------------------------
Name:
      Authorized Representative






                                   SCHEDULE 1




                                  PRINCIPAL AMOUNT OF              PURCHASE PRICE PAID BY
  NAME OF UNDERWRITER               TORTOISE NOTES                      UNDERWRITERS
------------------------- ------------------------------------ --------------------------------
                              Series A          Series B          Series A        Series B
------------------------- ----------------- ------------------ --------------- ----------------
                                                                   
Lehman Brothers Inc.

Stifel, Nicolaus &
Company, Incorporated

Total                      $[Aggregate A]     $[Aggregate B]