Common use of Authorization of Notes Clause in Contracts

Authorization of Notes. The Company will authorize the issue and sale of $230,000,000 aggregate principal amount of its senior notes consisting of (i) $60,000,000 aggregate principal amount Floating Rate Series U Senior Unsecured Notes due May 26, 2016 (the “Series U Notes”), (ii) $70,000,000 aggregate principal amount 3.71% Series V Senior Unsecured Notes due May 26 2016 (the “Series V Notes”), and (iii) $100,000,000 aggregate principal amount 4.38% Series W Senior Unsecured Notes due May 26, 2018 (the “Series W Notes” and, together with the Series U Notes and the Series V Notes, the “Notes,” such term to include any such notes issued in substitution therefor pursuant to Section 13). The Series U Notes, Series V Notes and Series W Notes shall be substantially in the form set out in Exhibits 1-A, 1-B and 1C, respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. The Series U Notes shall bear interest from the date of issue at a floating rate equal to the Adjusted LIBOR Rate from time to time, payable quarterly on the 19th day of each March, June, September and December in each year (commencing June 19, 2011) and at maturity (each such ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Investment Company Note Purchase Agreement date being referred to as a “Floating Rate Interest Payment Date”, provided, that if any such date shall not be a Business Day, such Floating Rate Interest Payment Date shall be postponed to be the next Business Day) and to bear interest on overdue principal (including any overdue required or optional prepayment of principal), LIBOR Breakage Amount, if any, and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series U Notes shall be computed for the actual number of days elapsed on the basis of a year consisting of 360 days. The Adjusted LIBOR Rate for the Series U Notes shall be determined by or on behalf of the Company, and notice thereof shall be given by or on behalf of the Company to the holders of such Series U Notes, together with such information as the Floating Rate Required Holders may reasonably request for verification (including in all events, a facsimile transmission of the relevant screen and calculations), on the second Business Day preceding each Floating Rate Interest Period (which, in the case of the first Floating Rate Interest Period, shall be the third Business Day prior to the Closing). In the event that the Floating Rate Required Holders do not concur with such determination by the Company, as evidenced by notice to the Company by such holders within five (5) Business Days after receipt by such holders of the notice delivered by or on behalf of the Company pursuant to the previous sentence, the determination of Adjusted LIBOR Rate shall be made by the such holders in accordance with the provisions of this Agreement, which determination shall be conclusive and binding absent manifest error. The Series V Notes shall bear interest from the date of issuance at a fixed rate equal to 3.71% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. The Series W Notes shall bear interest from the date of issuance at a fixed rate equal to 4.38% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series V Notes and the Series W Notes (collectively, the “Fixed Rate Notes”) shall be computed on the basis of a 360-day year of twelve 30-day months.

Authorization of Notes. The Company will authorize the issue issuance and sale of of: (a) $230,000,000 25,000,000 aggregate principal amount of its senior notes consisting of (i) $60,000,000 aggregate principal amount Floating Rate 5.66% Series U C Senior Unsecured Notes due May 26December 22, 2016 (including any amendments, restatements or modifications from time to time, the “Series U C Notes”), (ii) $70,000,000 aggregate principal amount 3.71% Series V Senior Unsecured Notes due May 26 2016 (the “Series V Notes”), and (iii) $100,000,000 aggregate principal amount 4.38% Series W Senior Unsecured Notes due May 26, 2018 (the “Series W Notes” and, together with the Series U Notes and the Series V Notes, the “Notes,” such term to include any such notes issued in substitution therefor pursuant to Section 13). The Series U Notes, Series V Notes and Series W Notes shall 13 of this Agreement) to be substantially in the form set out of Exhibit 1(a) attached hereto; (b) its additional fixed rate senior promissory notes (herein called the “Fixed Rate Shelf Notes”) in Exhibits 1-A, 1-B and 1C, respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references the aggregate principal amount of up to a “Schedule” or an “Exhibit” are, unless otherwise specified$200,000,000) (subject to Section 2.2(a)), to a Schedule or an Exhibit attached to this Agreement. The Series U Notes shall bear interest from be dated the date of issue at a floating rate equal thereof, to the Adjusted LIBOR Rate from time to time, payable quarterly on the 19th day of each March, June, September and December in each year (commencing June 19, 2011) and at maturity (each such ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Investment Company Note Purchase Agreement date being referred to as a “Floating Rate Interest Payment Date”, provided, that if any such date shall not be a Business Day, such Floating Rate Interest Payment Date shall be postponed to be the next Business Day) and to bear interest on overdue principal (including any overdue required or optional prepayment of principal), LIBOR Breakage Amount, if any, and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series U Notes shall be computed for the actual number of days elapsed on the basis of a year consisting of 360 days. The Adjusted LIBOR Rate for the Series U Notes shall be determined by or on behalf of the Company, and notice thereof shall be given by or on behalf of the Company to the holders of such Series U Notes, together with such information as the Floating Rate Required Holders may reasonably request for verification (including in all events, a facsimile transmission of the relevant screen and calculations), on the second Business Day preceding each Floating Rate Interest Period (whichmature, in the case of each Fixed Rate Shelf Note so issued, no more than ten (10) years after the first date of original issuance thereof, to have an Average Life of no more than ten (10) years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Fixed Rate Shelf Note so issued, in the Confirmation of Acceptance with respect to such Fixed Rate Shelf Note delivered pursuant to paragraph 2.2(f), and to be substantially in the form of Exhibit 1(b) attached hereto; and (c) its additional floating rate senior promissory notes (herein called the “Floating Rate Interest PeriodShelf Notes”) in the aggregate principal amount of up to $25,000,000 (subject to Section 2.2), shall to be dated the third Business Day prior date of issue thereof, to mature, in the Closing). In the event that the case of each Floating Rate Required Holders do not concur with such determination by the CompanyShelf Note so issued, as evidenced by notice to the Company by such holders within no more than five (5) Business Days years after receipt by such holders of the notice delivered by or on behalf of the Company pursuant to the previous sentence, the determination of Adjusted LIBOR Rate shall be made by the such holders in accordance with the provisions of this Agreement, which determination shall be conclusive and binding absent manifest error. The Series V Notes shall bear interest from the date of original issuance at a fixed rate equal thereof, to 3.71% per annum payable semiannually on have an Average Life of no more than five (5) years after the 19th day date of each June and December in each year (commencing June 19original issuance thereof, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. The Series W Notes shall bear interest unpaid balance thereof from the date of issuance thereof at a fixed the rate equal per annum, and to 4.38% per annum payable semiannually on have such other particular terms, as shall be set forth, in the 19th day case of each June and December Floating Rate Shelf Note so issued, in each year (commencing June 19the Confirmation of Acceptance with respect to such Floating Rate Shelf Note delivered pursuant to Section 2.2(f), 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment be substantially in the form of principalExhibit 1(c) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series V Notes and the Series W Notes (collectively, the “Fixed Rate Notes”) shall be computed on the basis of a 360-day year of twelve 30-day monthsattached hereto.

Authorization of Notes. The Company will authorize the issue and sale of $230,000,000 20,000,000 aggregate principal amount of its senior notes consisting of (i) $60,000,000 aggregate principal amount Floating Rate Senior Notes, Series U Senior Unsecured Notes HH, due May 26September 9, 2016 2019 (the “Series U Notes”), ) (ii) $70,000,000 aggregate principal amount 3.71% Series V Senior Unsecured Notes due May 26 2016 (the “Series V Notes”), and (iii) $100,000,000 aggregate principal amount 4.38% Series W Senior Unsecured Notes due May 26, 2018 (the “Series W Notes” and, together with the Series U Notes and the Series V Notes, the “Notes,” such term to shall also include any such notes issued in substitution therefor pursuant to Section 13). The Series U Notes, Series V Notes and Series W Notes shall be substantially in the form set out in Exhibits Exhibit 1-A, 1-B and 1C, respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. The Series U Notes shall bear interest from the date of issue at a floating rate equal to the Adjusted LIBOR Rate from time to time, payable quarterly on the 19th 9th day of each March, June, September and December in each year (commencing June 19December 9, 20112014) and at maturity (each such ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Investment Company Note Purchase Agreement date being referred to as a “Floating Rate Interest Payment Date”, provided, that if any such date shall not be a Business Day, such Floating Rate Interest Payment Date shall be postponed to be the next Business Day) and to at maturity and bear interest on overdue principal (including any overdue required or optional prepayment of principal), LIBOR Breakage Amount, if any, and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series U Notes shall be computed for the actual number of days elapsed on the basis of a year consisting of 360 days. The Adjusted LIBOR Rate for the Series U Notes shall be determined by or on behalf of the Company, and notice thereof shall be given by or on behalf of the Company to the holders Holders of such Series U the Notes, together with such information as the Floating Rate Required Holders may reasonably request for verification (including in all events, a facsimile transmission of the relevant screen and calculations), on the second Business Day preceding each Floating Rate Interest Period (which, in the case of the first Floating Rate Interest Period, Period shall be the third Business Day prior to the Closing). In the event that the Floating Rate Required Holders do not concur with such determination by the Company, as evidenced by notice to the Company by such holders Holders within five (5) Business Days after receipt by such holders Holders of the notice delivered by or on behalf of the Company pursuant to the previous sentence, the determination of Adjusted LIBOR Rate shall be made by the such holders Holders in accordance with the provisions of this Agreement, which determination shall be conclusive and binding absent manifest error. The Series V Notes shall bear interest from the date of issuance at a fixed rate equal to 3.71% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. The Series W Notes shall bear interest from the date of issuance at a fixed rate equal to 4.38% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series V Notes and the Series W Notes (collectively, the “Fixed Rate Notes”) shall be computed on the basis of a 360-day year of twelve 30-day months.Tortoise Energy Infrastructure Corporation Note Purchase Agreement

Authorization of Notes. The Company will authorize has duly authorized the issue sale and sale issuance of $230,000,000 its senior secured convertible notes of the Company in the aggregate principal amount of its senior notes consisting of $11,000,000, in substantially the form attached hereto as 2 103 Exhibit A (each note delivered pursuant to this Agreement and each note delivered in substitution or exchange for any such note, being hereinafter referred to, as the "Notes"). The Notes shall (i) $60,000,000 aggregate principal amount Floating Rate Series U Senior Unsecured Notes due May 26be dated the date of issuance, 2016 (the “Series U Notes”), (ii) $70,000,000 aggregate principal amount 3.71% Series V Senior Unsecured Notes due May 26 2016 bear interest (computed on the “Series V Notes”), and (iii) $100,000,000 aggregate principal amount 4.38% Series W Senior Unsecured Notes due May 26, 2018 (the “Series W Notes” and, together with the Series U Notes basis of a 365-day year and the Series V Notes, the “Notes,” such term to include any such notes issued in substitution therefor pursuant to Section 13). The Series U Notes, Series V Notes and Series W Notes shall be substantially in the form set out in Exhibits 1-A, 1-B and 1C, respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. The Series U Notes shall bear interest actual number of days elapsed) from the date of issue issuance until the earlier of (A) maturity, (B) the date such Notes are repaid in full or (C) the occurrence of a Termination Event at a floating the rate equal to the Adjusted LIBOR Rate from time to timeof 15% per annum payable quarterly, payable quarterly in arrears, on the 19th last day of each March, June, September and December in each year (December, commencing June 19September 30, 2011) 1997, and at maturity (each such ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Investment Company Note Purchase Agreement date being hereinafter referred to as a “Floating Rate an "Interest Payment Date”"), provided(iii) bear interest (computed as provided in clause (ii) above) from the earlier of (A) maturity or (B) the occurrence of a Termination Event until the date such Notes are repaid in full at the rate of 20% per annum payable on demand (the "Default Rate") and (iv) mature on the Maturity Date. Until the earlier of maturity or the occurrence of a Termination Event, that if the Company shall add 100% of the amount of interest payable on any such date shall not be a Business Day, such Floating Rate Interest Payment Date to the then outstanding principal amount of the Notes. Any such interest added to principal shall be postponed to be the next Business Day) and to thereafter bear interest on overdue principal (including any overdue required or optional prepayment of principal), LIBOR Breakage Amount, if any, as provided above. The Notes issued by the Company and premium, if any, and (to purchased by the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest Investors shall be subject to adjustment the terms and conditions set forth in accordance with Section 8.7this Agreement. Interest on the Series U The Notes shall be computed guaranteed by the Operating Partnership as provided in Section 15 of the Agreement and shall be entitled to the rights and benefits of all Collateral now or hereinafter provided as security for the actual number of days elapsed on the basis of a year consisting of 360 daysNotes now or hereinafter issued pursuant to this Agreement. The Adjusted LIBOR Rate for the Series U Notes shall be determined by or on behalf convertible into shares of the Company's common stock, par value $.01 per share (the "Common Stock") ,as provided in Section 14 of this Agreement and notice thereof shall be given by or on behalf of the Company to the holders of such Series U Notes, together with such information redeemable as the Floating Rate Required Holders may reasonably request for verification (including provided in all events, a facsimile transmission of the relevant screen and calculations), on the second Business Day preceding each Floating Rate Interest Period (which, in the case of the first Floating Rate Interest Period, shall be the third Business Day prior to the Closing). In the event that the Floating Rate Required Holders do not concur with such determination by the Company, as evidenced by notice to the Company by such holders within five (5) Business Days after receipt by such holders of the notice delivered by or on behalf of the Company pursuant to the previous sentence, the determination of Adjusted LIBOR Rate shall be made by the such holders in accordance with the provisions Section 13 of this Agreement, which determination shall be conclusive and binding absent manifest error. The Series V Notes shall bear interest from the date of issuance at a fixed rate equal to 3.71% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. The Series W Notes shall bear interest from the date of issuance at a fixed rate equal to 4.38% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series V Notes and the Series W Notes (collectively, the “Fixed Rate Notes”) shall be computed on the basis of a 360-day year of twelve 30-day months."

Authorization of Notes. The Company will authorize the issue issuance and sale of $230,000,000 50,000,000 in aggregate principal amount of its senior notes consisting of (i) $60,000,000 aggregate principal amount Floating Rate Series U 6.09% Senior Unsecured Notes due May 26June 6, 2016 (the “Series U Notes”), (ii) $70,000,000 aggregate principal amount 3.71% Series V Senior Unsecured Notes due May 26 2016 (the “Series V Notes”), and (iii) $100,000,000 aggregate principal amount 4.38% Series W Senior Unsecured Notes due May 26, 2018 (the “Series W Notes” and, together with the Series U Notes and the Series V Notes, the “Notes,” such term to include any such notes issued in substitution therefor pursuant to Section 13XIII of this Agreement or the Other Agreements (as hereinafter defined)). The Series U Notes, Series V Notes and Series W Notes shall be substantially in the form set out forth in Exhibits Exhibit 1-A, 1-B with such changes therefrom, if any, as may be approved by you and 1Cthe Company. Each Note shall bear interest from the date thereof until such Note shall become due and payable in accordance with the terms thereof and hereof (whether at maturity, respectivelyby acceleration or otherwise) at the rate of 6.09% per annum, payable semiannually in arrears on the 6th day of June and December in each year, commencing December 6, 2006, and shall have a stated maturity of June 6, 2016. Interest on each Note shall be computed on the basis of a three hundred sixty (360) day year of twelve (12) thirty (30) day months. Each Note shall bear interest on any overdue principal, including any overdue payment or prepayment of principal and premium, if any, and (to the extent permitted by applicable law) on any overdue installment of interest, at the rate specified in such Note. If the Company shall have paid or agreed to pay any interest or premium on any Note in excess of that permitted by law, then it is the express intent of the Company and the holder thereof that all excess amounts previously paid or to be paid by the Company be applied to reduce the principal balance of such Note, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectable thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. The Series U Notes shall bear interest from the date of issue at a floating rate equal to the Adjusted LIBOR Rate from time to time, payable quarterly on the 19th day of each March, June, September and December in each year (commencing June 19, 2011) and at maturity (each such ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Investment Company Note Purchase Agreement date being referred to as a “Floating Rate Interest Payment Date”, provided, that if any such date shall not be a Business Day, such Floating Rate Interest Payment Date shall be postponed to be the next Business Day) and to bear interest on overdue principal (including any overdue required or optional prepayment of principal), LIBOR Breakage Amount, if any, and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series U Notes shall be computed for the actual number of days elapsed on the basis of a year consisting of 360 days. The Adjusted LIBOR Rate for the Series U Notes shall be determined by or on behalf of the Company, and notice thereof shall be given by or on behalf of the Company to the holders of such Series U Notes, together with such information as the Floating Rate Required Holders may reasonably request for verification (including in all events, a facsimile transmission of the relevant screen and calculations), on the second Business Day preceding each Floating Rate Interest Period (which, in the case of the first Floating Rate Interest Period, shall be the third Business Day prior to the Closing). In the event that the Floating Rate Required Holders do not concur with such determination by the Company, as evidenced by notice to the Company by such holders within five (5) Business Days after receipt by such holders of the notice delivered by or on behalf of the Company pursuant to the previous sentence, the determination of Adjusted LIBOR Rate shall be made by the such holders in accordance with the provisions of this Agreement, which determination shall be conclusive and binding absent manifest error. The Series V Notes shall bear interest from the date of issuance at a fixed rate equal to 3.71% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. The Series W Notes shall bear interest from the date of issuance at a fixed rate equal to 4.38% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series V Notes and the Series W Notes (collectively, the “Fixed Rate Notes”) shall be computed on the basis of a 360-day year of twelve 30-day months.

Authorization of Notes. The Company will authorize Issuer authorizes the issue and sale issuance of (i) Canadian $230,000,000 89,830,030.00 aggregate principal amount of its senior notes consisting of 11.00% Amended Senior Secured Notes Series A Due April 30, 2019 (ithe "Series A Notes") and (ii) Canadian $60,000,000 17,169,970.00 aggregate principal amount Floating Rate of its 11.00% Amended Senior Secured Notes Series U Senior Unsecured Notes due May 26B Due April 30, 2016 2019 (the “"Series U B Notes”), (ii) $70,000,000 aggregate principal amount 3.71% Series V Senior Unsecured Notes due May 26 2016 (the “Series V Notes”)", and (iii) $100,000,000 aggregate principal amount 4.38% Series W Senior Unsecured Notes due May 26, 2018 (the “Series W Notes” and, together with the Series U A Notes and the Series V Notes, the “Notes,” such term to include any such notes issued in substitution therefor pursuant to Section 1311, the "Notes"), which shall collectively amend and be exchanged for the Existing Notes. Each Note will bear interest on the unpaid principal balance thereof, from the date of the Notes or the most recent date to which interest thereon has been paid, until the same is due and payable, at 11.00% per annum (calculated on the basis of a 365/366 day year). Interest and scheduled principal payments on each Note will be payable monthly on the last day of each calendar month (the "Monthly Payment Date") in each year beginning on April 30, 2004 and ending on the Maturity Date. The Series U NotesNotes will amortize and mature and be payable in accordance with Section 6. Payments of principal, Series V Notes and Series W premium, if any, and, to the extent permitted by law, interest not made when due will bear interest from the date such payment was due until paid at the Default Rate. The Notes shall be substantially in the form set out in Exhibits 1-AExhibit A with such changes thereto, 1-B and 1Cif any, respectivelyas may be approved by the parties hereto. Certain capitalized and other terms used in this Agreement are defined in Schedule BA; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. The Series U BMC Parties will secure the Notes shall bear interest from in accordance with that certain Amendment, dated as of the date hereof (the "BMC Group Security Agreement Amendment" and, together with the Security Agreement Amendment, the "Security Agreement Amendments") and in the form of issue at a floating rate equal to Exhibit B, among the Adjusted LIBOR Rate BMC Parties and the Lender, which amends (i) that certain Security Agreement, dated as of May 2, 2001, among BMC, Morris and AJG and (ii) that certain Cash Collateral Pledge ▇▇▇ ▇▇curity Agreement, dated as of April 30, 2001, among BMC, Brookhaven, Countryside and ABB (as from time to timetime amended, payable quarterly on including by the 19th day BMC Group Security Agreement Amendment, the "Amended BMC Group Security Agreement"). The Other Guarantors will secure the Notes in accordance with that certain Amendment, dated as of each March, June, September and December in each year the date hereof (commencing June 19, 2011the "Security Agreement Amendment") and at maturity in the form of Exhibit B, among the Issuer, the Other Guarantors, the Lender and Countryside Canada Power Inc. (each such ▇▇▇as successor to The Chase Manhattan Bank), as trustee, which amends and assigns to the Lender that certain Indenture of Trust and Security Agreement, dated as of November 30, 1999 (as from time to time amended, including by the Security Agreement Amendment, the "Amended Security Agreement") among the Other Guarantors, the Former Hancock Issuers, the Hancock Purchasers and Countryside Cana▇▇ ▇▇▇▇r Inc. (as suc▇▇▇▇▇▇ MLP Investment Company Note Purchase Agreement date being referred to as a “Floating Rate Interest Payment Date”, provided, that if any such date shall not be a Business Day, such Floating Rate Interest Payment Date shall be postponed to be the next Business Day) and to bear interest on overdue principal (including any overdue required or optional prepayment of principalThe Chase Manhattan Bank), LIBOR Breakage Amountas trustee. Barre, if anyBurlington, Cape May, Devonshire, Lafayette, Oceanside, Onondaga, Suffolk and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series U Notes shall be computed for the actual number of days elapsed on the basis of a year consisting of 360 days. The Adjusted LIBOR Rate for the Series U Notes shall be determined by or on behalf of the Company, and notice thereof shall be given by or on behalf of the Company to the holders of such Series U Notes, together with such information as the Floating Rate Required Holders may reasonably request for verification (including in all events, a facsimile transmission of the relevant screen and calculations), on the second Business Day preceding each Floating Rate Interest Period (which, in the case of the first Floating Rate Interest Period, shall be the third Business Day prior to the Closing). In the event that the Floating Rate Required Holders do not concur with such determination by the Company, as evidenced by notice to the Company by such holders within five (5) Business Days after receipt by such holders of the notice delivered by or on behalf of the Company pursuant to the previous sentence, the determination of Adjusted LIBOR Rate shall be made by the such holders in accordance with the provisions of this Agreement, which determination shall be conclusive and binding absent manifest error. The Series V Notes shall bear interest from the date of issuance at a fixed rate equal to 3.71% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. The Series W Notes shall bear interest from the date of issuance at a fixed rate equal to 4.38% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series V Notes and the Series W Notes Suffolk Transmission (collectively, the “Fixed Rate "Mortgagors") will secure the Notes”) shall be computed on , upon execution and delivery of each Mortgage Amendment, which amend and assign to the basis Lender those certain Open-End Mortgages, Assignments of a 360-day year Leases and Rents and Security Agreements, dated as of twelve November 30-day months, 1999 (as amended, including by the Mortgage Amendments, the "Amended Mortgages"), made by the Mortgagors in favor of The Chase Manhattan Bank, as trustee, as mortgagee. AJG will secure the Notes in accordance with that certain Amendment dated as of the date hereof (as amended and/or supplemented from time to time, the "AJG Security Agreement Amendment"), by AJG and the Lender, which amends that certain Security Agreement, Pledge and Assignment, dated as of November 30, 1999 (as amended, including by the AJG Security Agreement Amendment, the "Amended AJG Security Agreement"), made by AJG in favor of The Chase Manhattan Bank, as trustee.

Authorization of Notes. Section 1.1. The Company will authorize the issue and sale of (i) $230,000,000 175,000,000 aggregate principal amount of its senior notes consisting of (i) $60,000,000 aggregate principal amount Floating Rate 5.43% Senior Notes, Series U Senior Unsecured Notes A, due May 26July 7, 2016 2020 (the “Series U A Notes”), ) and (ii) $70,000,000 125,000,000 aggregate principal amount 3.71of its 1.00% Senior Discount Notes, Series V Senior Unsecured Notes B, due May 26 2016 July 7, 2022 (the “Series V B Notes”; the Series A Notes and the Series B Note being hereinafter collectively referred to as (the “Notes”), and (iii) $100,000,000 aggregate principal amount 4.38% Series W Senior Unsecured Notes due May 26, 2018 (the “Series W Notes” and, together with the Series U Notes and the Series V Notes, the “Notes,” such term to include any such notes issued in substitution therefor pursuant to Section 13). The Series U Notes, Series V Notes and Series W Notes shall be substantially in the form set out in Exhibits Exhibit 1-A, 1-B and 1C, respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. (a) Pursuant to Section 10.1(b), the interest rate payable on or in respect of the Notes may be adjusted from time to time to the Adjusted Interest Rate and Adjusted Default Interest Rate based upon the terms and provisions set forth in Section 10.1(b) and readjusted to the Interest Rate and Default Rate, as applicable, as hereinafter set forth. The Series U If as of any Determination Date the Leverage Ratio determined as of such Determination Date exceeds 3.00 to 1.00 (as evidenced by an Officer’s Certificate delivered pursuant to Section 7.2(a) of this Agreement), then on and as of the Interest Rate Adjustment Date with respect to such Determination Date, the Notes shall bear interest at the Adjusted Interest Rate or, during the continuance of an Event of Default, the Adjusted Default Interest Rate, as the case may be (such adjustment, an “Interest Rate Increase”). The Notes shall cease to accrue interest at the Adjusted Interest Rate or the Adjusted Default Interest Rate, as the case may be, from and after the date of issue at a floating rate Interest Rate Adjustment Date with respect to any Determination Date on which the Leverage Ratio is equal to the Adjusted LIBOR Rate from time or below 3.00 to time, payable quarterly on the 19th day of each March, June, September 1.00 and December in each year (commencing June 19, 2011) and at maturity (each such ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Investment Company Note Purchase Agreement date being referred to as a “Floating Rate Interest Payment Date”, provided, that if any such date shall not be a Business Day, such Floating Rate Interest Payment Date shall be postponed to be the next Business Day) and to bear interest on overdue principal (including any overdue required or optional prepayment of principal), LIBOR Breakage Amount, if any, and premium, if any, and (to the extent legally enforceable) on any overdue installment resume payment of interest at the stated coupon rate or, during the continuance of an Event of Default, the Default Rate until paid. (such adjustment, an “Interest shall be subject to adjustment in accordance with Section 8.7. Interest on Rate Decrease”). (b) For the Series U Notes shall be computed for the actual number avoidance of days elapsed on the basis of a year consisting of 360 days. The Adjusted LIBOR Rate for the Series U Notes shall be determined by or on behalf of the Company, and notice thereof shall be given by or on behalf of the Company to the holders of such Series U Notes, together with such information as the Floating Rate Required Holders may reasonably request for verification (including in all events, a facsimile transmission of the relevant screen and calculations), on the second Business Day preceding each Floating Rate Interest Period (whichdoubt, in connection with the case calculation of the first Floating Rate Interest Period, shall be the third Business Day prior to the Closing). In the event that the Floating Rate Required Holders do not concur with such determination by the Company, as evidenced by notice to the Company by such holders within five (5) Business Days after receipt by such holders of the notice delivered by or on behalf of the Company any Make-Whole Amount payable pursuant to the previous sentence, the determination of Adjusted LIBOR Rate shall be made by the such holders in accordance with the provisions Section 8.2 or Section 12.1 of this Agreement, whether before or after the imposition of an Interest Rate Increase, all payments of interest that would be due after the Settlement Date with respect to any Called Principal or Accreted Value which are part of any determination of Remaining Scheduled Payments for purposes of Section 8.7 shall be conclusive determined using the stated coupon rate which would have been in effect at the time of such determination had the Interest Rate Increase not occurred and/or had an Event of Default not have occurred and binding absent manifest errorshall not be determined using the Default Rate, Adjusted Interest Rate or Adjusted Default Interest Rate. Section 1.3. The Company and the Purchasers agree that for purposes of Section 1273(b) of the Code and Treasury Reg. Section 1.1275-3(b) the aggregate issue price of the Series V B Notes shall bear interest from is $74,839,595 or approximately $598.72 per $1,000 principal amount of the Series B Notes for purposes of Section 1273 of the Code, the Series B Notes have aggregate original issue discount of $50,160,405 or approximately $401.28 per $1,000 principal amount, the issue date of issuance at a fixed rate equal the Series B Notes is July 7, 2010; and the yield to 3.71% per annum payable semiannually on maturity of the 19th day Series B Notes for purposes of each June Treasury Reg. Section 1.1272-1(b) is approximately 5.62%. These shall be the issue prices and December in each year (commencing June 19, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (values ascribed to the extent legally enforceable) on Series B Notes by the Company and the Purchasers and any overdue installment subsequent holder of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. The Series W Notes shall bear interest from the date of issuance at a fixed rate equal to 4.38% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series V B Notes for all purposes, including the preparation of tax returns and the Series W Notes (collectively, preparation of the “Fixed Rate Notes”) shall be computed on the basis of a 360-day year of twelve 30-day monthsCompany’s financial statements.

Authorization of Notes. The Company will authorize the issue and sale of $230,000,000 120,000,000 aggregate principal amount of its senior notes consisting of (i) $60,000,000 aggregate principal amount Floating Rate Series U A Senior Unsecured Notes due May 26April 16, 2016 2015 (the “Series U Notes”), (ii) $70,000,000 aggregate principal amount 3.71% Series V Senior Unsecured Notes due May 26 2016 (the “Series V Notes”), and (iii) $100,000,000 aggregate principal amount 4.38% Series W Senior Unsecured Notes due May 26, 2018 (the “Series W Notes” and, together with the Series U Notes and the Series V Notes, the “Notes,” such term to include any such notes issued in substitution therefor pursuant to Section 13). The Series U Notes, Series V Notes and Series W Notes shall be substantially in the form set out in Exhibits Exhibit 1-A, 1-B and 1C, respectively. A. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. The Series U Notes shall bear interest from the date of issue at a floating rate equal to the Adjusted LIBOR Rate from time to time, payable quarterly on the 19th 16th day of each MarchJanuary, JuneApril, September July and December October in each year (commencing June 19July 16, 20112010) and at maturity (each such ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Investment Company Note Purchase Agreement date being referred to as a an “Floating Rate Interest Payment Date”, provided, that if any such date shall not be a Business Day, such Floating Rate Interest Payment Date shall be postponed to be the next Business Day) and to bear interest on overdue principal (including any overdue required or optional prepayment of principal), LIBOR Breakage Amount, if any, and premiumFloating Rate Prepayment Amount, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.79.8(b). Interest on the Series U Notes shall be computed for the actual number of days elapsed on the basis of a year consisting of 360 days. The Adjusted LIBOR Rate for the Series U Notes shall be determined by or on behalf of the Company, and notice thereof shall be given by or on behalf of the Company to the holders of such Series U Notes, together with such information as the Floating Rate Required Holders may reasonably request for verification (including in all events, a facsimile transmission of the relevant screen and Highland Credit Strategies Fund Note Purchase Agreement calculations), on the second Business Day preceding each Floating Rate Interest Period (which, in the case of the first Floating Rate Interest Period, shall be the third Business Day prior to the Closing). In the event that the Floating Rate Required Holders do not concur with such determination by the Company, as evidenced by notice to the Company by such holders within five (5) Business Days after receipt by such holders of the notice delivered by or on behalf of the Company pursuant to the previous sentence, the determination of Adjusted LIBOR Rate shall be made by the such holders in accordance with the provisions of this Agreement, which determination shall be conclusive and binding absent manifest error. The Series V Notes shall bear interest from the date of issuance at a fixed rate equal to 3.71% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. The Series W Notes shall bear interest from the date of issuance at a fixed rate equal to 4.38% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series V Notes and the Series W Notes (collectively, the “Fixed Rate Notes”) shall be computed on the basis of a 360-day year of twelve 30-day months.

Authorization of Notes. The Company will authorize the issue and sale of (i) $230,000,000 46,000,000 aggregate principal amount of its senior notes consisting of (i) $60,000,000 aggregate principal amount Floating Rate 7.25% Senior Notes, Series U Senior Unsecured Notes A, due May 26September 15, 2016 2008 (the “"Series U A Notes”), ") and (ii) $70,000,000 aggregate principal amount 3.715,000,000 7.14% Senior Notes, Series V Senior Unsecured Notes B, due May 26 2016 September 15, 2008 (the “Series V B Notes”), and (iii) $100,000,000 aggregate principal amount 4.38% Series W Senior Unsecured Notes due May 26, 2018 (the “Series W Notes” " and, together with the Series U Notes and the Series V A Notes, the “"Notes,” "), such term to include any such notes issued in substitution therefor pursuant to Section 1313 of this Agreement or the Other Agreements (as hereinafter defined)). The Series U Notes, Series V Notes and Series W Notes shall be substantially in the form set out in Exhibits Exhibit 1-A, 1-B with such changes therefrom, if any, as may be approved by you and 1C, respectivelythe Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. The Series U Company and you acknowledge and agree that the interest rate or other forbearance payable on the Notes shall bear not exceed the highest rate permitted under applicable law. All agreements between you and the Company are hereby limited by the provisions of this paragraph which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment, default, demand for payment, or acceleration of the maturity of any obligation), shall the interest for, reserved, contacted for, charged or received under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any document, interest would otherwise be payable in excess of the date of issue at a floating rate equal to the Adjusted LIBOR Rate from time to timemaximum nonusurious amount, payable quarterly on the 19th day of each March, June, September and December in each year (commencing June 19, 2011) and at maturity (each such ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Investment Company Note Purchase Agreement date being referred to as a “Floating Rate Interest Payment Date”, provided, that if any such date shall not be a Business Day, such Floating Rate Interest Payment Date shall be postponed to be the next Business Day) and to bear interest on overdue principal (including any overdue required or optional prepayment of principal), LIBOR Breakage Amount, if any, and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest construction shall be subject to adjustment in accordance with Section 8.7. Interest on the Series U Notes shall be computed for the actual number of days elapsed on the basis of a year consisting of 360 days. The Adjusted LIBOR Rate for the Series U Notes shall be determined by or on behalf of the Company, and notice thereof shall be given by or on behalf of the Company to the holders of such Series U Notes, together with such information as the Floating Rate Required Holders may reasonably request for verification (including in all events, a facsimile transmission of the relevant screen and calculations), on the second Business Day preceding each Floating Rate Interest Period (which, in the case of the first Floating Rate Interest Period, shall be the third Business Day prior to the Closing). In the event that the Floating Rate Required Holders do not concur with such determination by the Company, as evidenced by notice to the Company by such holders within five (5) Business Days after receipt by such holders of the notice delivered by or on behalf of the Company pursuant to the previous sentence, the determination of Adjusted LIBOR Rate shall be made by the such holders in accordance with the provisions of this Agreement, which determination paragraph and such document shall be conclusive automatically reformed and binding absent manifest errorthe interest payable shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. The Series V Notes If the holder of a Note shall bear ever receive anything of value which is characterized as interest under applicable law and which would apart from this provision be in excess of the date of issuance at a fixed rate maximum lawful amount, an amount equal to 3.71% per annum payable semiannually the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the 19th day indebtedness evidenced hereby in the inverse order of each June and December in each year (commencing June 19, 2011) and at its maturity and not to bear the payment of interest, or refunded to the Company if and to the extent such amount which would have been excessive exceeds such unpaid principal. All interest on overdue principal paid or agreed to be paid to the holder of a Note shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term (including any overdue required renewal or optional prepayment extension) of principal) and premium, if any, and (to such indebtedness so that the extent legally enforceable) on any overdue installment amount of interest at on account of such indebtedness does not exceed the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. The Series W Notes shall bear interest from the date of issuance at a fixed rate equal to 4.38% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series V Notes and the Series W Notes (collectively, the “Fixed Rate Notes”) shall be computed on the basis of a 360-day year of twelve 30-day monthsmaximum nonusurious amount permitted by applicable law.

Authorization of Notes. The Company will authorize has duly authorized the issue sale and sale issuance of $230,000,000 its senior secured convertible notes in the aggregate principal amount of its senior notes consisting of $6,000,000, in substantially the form attached hereto as Exhibit A (each note delivered pursuant to this Agreement and each note delivered in substitution or exchange for any such note, being hereinafter referred to as the "Notes"). The Notes shall (i) $60,000,000 aggregate principal amount Floating Rate Series U Senior Unsecured Notes due May 26be dated the date of issuance, 2016 (the “Series U Notes”), (ii) $70,000,000 aggregate principal amount 3.71% Series V Senior Unsecured Notes due May 26 2016 bear interest (computed on the “Series V Notes”), and (iii) $100,000,000 aggregate principal amount 4.38% Series W Senior Unsecured Notes due May 26, 2018 (the “Series W Notes” and, together with the Series U Notes basis of a 365-day year and the Series V Notes, the “Notes,” such term to include any such notes issued in substitution therefor pursuant to Section 13). The Series U Notes, Series V Notes and Series W Notes shall be substantially in the form set out in Exhibits 1-A, 1-B and 1C, respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. The Series U Notes shall bear interest actual number of days elapsed) from the date of issue issuance until the earlier of (A) maturity, (B) the date such Notes are repaid in full or (C) the occurrence of a Termination Event at a floating the rate equal to the Adjusted LIBOR Rate from time to timeof 15% per annum payable quarterly, payable quarterly in arrears, on the 19th last day of each March, June, September and December in each year (December, commencing June 1930, 2011) 1997, and at maturity (each such ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Investment Company Note Purchase Agreement date being hereinafter referred to as a “Floating Rate an "Interest Payment Date”"), provided(iii) bear interest (computed as provided in clause (ii) above) from the earlier of (A) maturity or (B) the occurrence of a Termination Event until the date such Notes are repaid in full at the rate of 20% per annum payable on demand (the "Default Rate") and (iv) mature on the Maturity Date. Until the earlier of maturity or the occurrence of a Termination Event, that if the Company may at its option, elect to add up to 50% of the amount of interest payable on any such date shall not be a Business Day, such Floating Rate Interest Payment Date shall be postponed to be the next Business Day) and to bear interest on overdue then outstanding principal (including any overdue required or optional prepayment amount of principal), LIBOR Breakage Amountthe Notes; provided that, if any, and premium, if any, and (the conditions to the extent legally enforceable) Second Note Closing do not occur on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series U Notes shall be computed for the actual number of days elapsed on the basis of a year consisting of 360 days. The Adjusted LIBOR Rate for the Series U Notes shall be determined by or on behalf of the Company, and notice thereof shall be given by or on behalf of the Company to the holders of such Series U Notes, together with such information as the Floating Rate Required Holders may reasonably request for verification (including in all events, a facsimile transmission of the relevant screen and calculations), on the second Business Day preceding each Floating Rate Interest Period (which, in the case of the first Floating Rate Interest Period, shall be the third Business Day prior to the Closing). In the event that the Floating Rate Required Holders do not concur with such determination by the CompanyJune 30, as evidenced by notice to the Company by such holders within five (5) Business Days after receipt by such holders of the notice delivered by or on behalf of the Company pursuant to the previous sentence1997 but, the determination of Adjusted LIBOR Rate shall be made by the such holders in accordance with the provisions definition of the term "Maturity Date", the maturity of the Notes has been extended to December 27, 1997, the Company shall not have the option during the period such conditions remain unsatisfied of electing to add any portion of the interest payable on the Notes to the principal thereof. Any such interest added to principal shall thereafter bear interest as provided above. The Notes shall be guaranteed by the Operating Partnership as provided in Section 15 of this Agreement and shall be secured by the Collateral. The Notes shall be convertible into shares of the Company's common stock, par value $.01 per share (the "Common Stock"), as provided in Section 14 of this Agreement and shall be redeemable as provided in Section 13 of this Agreement, which determination shall be conclusive and binding absent manifest error. The Series V Notes shall bear interest from the date of issuance at a fixed rate equal to 3.71% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. The Series W Notes shall bear interest from the date of issuance at a fixed rate equal to 4.38% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series V Notes and the Series W Notes (collectively, the “Fixed Rate Notes”) shall be computed on the basis of a 360-day year of twelve 30-day months.

Authorization of Notes. The Company will authorize the issue and sale of $230,000,000 60,000,000 aggregate principal amount of its senior notes consisting of (i) $60,000,000 30,000,000 aggregate principal amount Floating Rate Series U F Senior Unsecured Notes due May 2610, 2016 (the “Series U F Notes”), (ii) $70,000,000 20,000,000 aggregate principal amount 3.71% Series V G Senior Unsecured Notes due May 26 10, 2016 (the “Series V G Notes”), and (iii) $100,000,000 10,000,000 aggregate principal amount 4.38% Series W H Senior Unsecured Notes due May 2610, 2018 (the “Series W H Notes” and, together with the Series U F Notes and the Series V G Notes, the “Notes,” such term to include any such notes issued in substitution therefor pursuant to Section 13). The Series U F Notes, Series V G Notes and Series W H Notes shall be substantially in the form set out in Exhibits 1-A, 1-B and 1C1-C, respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. The Series U F Notes shall bear interest from the date of issue at a floating rate equal to the Adjusted LIBOR Rate from time to time, payable quarterly on the 19th 13th day of each MarchFebruary, JuneMay, September August and December November in each year (commencing June 19August 13, 2011) and at maturity (each such date being referred to as an “Floating Rate Interest Payment Date”, provided, that if any ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Investment Company Energy Total Return Fund, Inc. Note Purchase Agreement date being referred to as a “Floating Rate Interest Payment Date”, provided, that if any such date shall not be a Business Day, such Floating Rate Interest Payment Date shall be postponed to be the next Business Day) and to bear interest on overdue principal (including any overdue required or optional prepayment of principal), LIBOR Breakage Amount, if any, and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series U F Notes shall be computed for the actual number of days elapsed on the basis of a year consisting of 360 days. The Adjusted LIBOR Rate for the Series U F Notes shall be determined by or on behalf of the Company, and notice thereof shall be given by or on behalf of the Company to the holders of such Series U F Notes, together with such information as the Floating Rate Required Holders may reasonably request for verification (including in all events, a facsimile transmission of the relevant screen and calculations), on the second Business Day preceding each Floating Rate Interest Period (which, in the case of the first Floating Rate Interest Period, shall be the third Business Day prior to the Closing). In the event that the Floating Rate Required Holders do not concur with such determination by the Company, as evidenced by notice to the Company by such holders within five (5) Business Days after receipt by such holders of the notice delivered by or on behalf of the Company pursuant to the previous sentence, the determination of Adjusted LIBOR Rate shall be made by the such holders in accordance with the provisions of this Agreement, which determination shall be conclusive and binding absent manifest error. The Series V G Notes shall bear interest from the date of issuance at a fixed rate equal to 3.71% per annum payable semiannually on the 19th 13th day of each June February and December August in each year (commencing June 19August 13, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. The Series W H Notes shall bear interest from the date of issuance at a fixed rate equal to 4.38% per annum payable semiannually on the 19th 13th day of each June February and December August in each year (commencing June 19August 13, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series V G Notes and the Series W H Notes (collectively, the “Fixed Rate Notes”) shall be computed on the basis of a 360-day year of twelve 30-day months.

Authorization of Notes. (a) The Company will authorize the issue and sale of $230,000,000 aggregate principal amount of its senior notes consisting ofNotes that may be issued hereunder is hereby expressly limited to $3,000,000,000. The Notes shall be payable solely out of the Trust Estate. (ib) $60,000,000 aggregate principal amount Floating Rate Series U Senior Unsecured Each Note shall bear interest from its applicable dated date. Notes due May 26issued at one time shall be the subject of a single related Request and Authorization. The Notes shall be issuable as fully registered Notes without coupons in Authorized Denominations and integral multiples thereof and shall be lettered and numbered R-1 and upward, 2016 (in each case inserting the “Series U Notes”),year of issuance and any identifying letter, if applicable. (iic) $70,000,000 aggregate principal amount 3.71% Series V Senior Unsecured Notes due May 26 2016 (the “Series V Notes”), and (iii) $100,000,000 aggregate principal amount 4.38% Series W Senior Unsecured Notes due May 26, 2018 (the “Series W Notes” and, together with the Series U Notes and the Series V Notes, the “Notes,” such term to include any such notes issued in substitution therefor pursuant to Section 13). The Series U Notes, Series V Notes and Series W Notes shall be substantially in the form set out forth in Exhibits 1-AExhibit B hereto, 1-B with such appropriate variations, omissions and 1C, respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references insertions as may be necessary or appropriate to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. The Series U Notes shall bear interest from the date of issue at a floating rate equal conform to the Adjusted LIBOR Rate from time provisions of this Trust Indenture and shall contain the private placement legend reflected in the form of Notes attached hereto as Exhibit B. Notes may have endorsed thereon such additional legends or text as the Issuer determines may be necessary or appropriate to time, conform to any applicable rules and regulations of any governmental authority or any usage or requirement of law with respect thereto. (d) Interest on each Note shall be payable quarterly on the 19th day of each March, June, September and December in each year (commencing June 19, 2011) and at maturity (each such ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Investment Company Note Purchase Agreement date being referred to as a “Floating Rate Interest Payment Date”, provided, that if any such date shall not be a Business Day, such Floating Rate Interest Payment Date or Interest Payment Dates each year specified in the related Request and Authorization and the applicable Note. The first Interest Payment Date for each Note shall be postponed to be the next Business Day) applicable date set forth in the related Request and to bear interest on overdue principal (including any overdue required or optional prepayment of principal), LIBOR Breakage Amount, if any, and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7Authorization. Interest on the Series U Notes shall be computed for the actual number of days elapsed on the basis of a year consisting of 360 days. The Adjusted LIBOR Rate for the Series U Notes shall be determined by or on behalf of the Company, and notice thereof shall be given by or on behalf of the Company to the holders of such Series U Notes, together with such information as the Floating Rate Required Holders may reasonably request for verification (including in all events, a facsimile transmission of the relevant screen and calculations), on the second Business Day preceding each Floating Rate Interest Period (which, in the case of the first Floating Rate Interest Period, shall be the third Business Day prior to the Closing). In the event that the Floating Rate Required Holders do not concur with such determination by the Company, as evidenced by notice to the Company by such holders within five (5) Business Days after receipt by such holders of the notice delivered by or on behalf of the Company pursuant to the previous sentence, the determination of Adjusted LIBOR Rate shall be made by the such holders in accordance with the provisions of this Agreement, which determination shall be conclusive and binding absent manifest error. The Series V Notes shall bear interest from the date of issuance at a fixed rate equal to 3.71% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. The Series W Notes shall bear interest from the date of issuance at a fixed rate equal to 4.38% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series V Notes and the Series W Notes (collectively, the “Fixed Rate Notes”) shall be computed on upon the basis of a 360-day year year, consisting of twelve 30-day months. (e) Each Note shall be dated as of its date of delivery. Each Note shall bear interest at the rate per annum, and shall mature in the years and in the principal amounts, as set forth in the applicable Note. (f) Except as provided in Section 4.11 hereof, the principal of all Notes shall be payable at the Principal Office of the Trustee. Payment of the principal of all Notes shall be made upon the presentation and surrender of such Notes as the same shall become due and payable. The Principal Payment Dates for each Note shall be as set forth in the amortization schedule attached to each Note. (g) The principal of, Redemption Price, and interest on the Notes are payable by wire transfer in immediately available funds to the account specified in writing to the Trustee by each Holder at least five Business Days prior to the Record Date for each Interest Payment Date, Principal Payment Date or redemption date, as applicable, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Notwithstanding the foregoing, if and to the extent that there shall be a default in payment of interest due on such Interest Payment Date, such defaulted interest payment shall be paid to the Holders in whose name any such Notes are registered at the close of business on the fifteenth day preceding the date of payment of such defaulted interest payment. (h) Subject to the foregoing provisions of this Section, Notes delivered under this Trust Indenture upon transfer of or in exchange for or in lieu of any other Notes shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Notes which were transferred or exchanged, and such Notes shall bear interest from such date, so that neither gain nor loss in interest shall result from such transfer, exchange or substitution.

Authorization of Notes. The Company has authorized and will authorize the create an issue and sale of (a) $230,000,000 50,000,000 aggregate principal amount of its senior notes consisting of Medium Term Notes, Series D, 2013, Tranche A, due November 21, 2030 (ithe “Tranche A Notes”) and (b) $60,000,000 30,000,000 aggregate principal amount Floating Rate of its Medium Term Notes, Series U Senior Unsecured Notes D, 2013, Tranche B, due May 26January 30, 2016 2030 (the “Series U Notes”), (ii) $70,000,000 aggregate principal amount 3.71% Series V Senior Unsecured Notes due May 26 2016 (the “Series V Notes”), and (iii) $100,000,000 aggregate principal amount 4.38% Series W Senior Unsecured Notes due May 26, 2018 (the “Series W Tranche B Notes” and, and together with the Series U Notes and the Series V Tranche A Notes, the “Notes,” such term to include any such notes issued in substitution therefor pursuant to Section 13”). The Series U NotesNotes will be issued under an Indenture of Trust dated as of October 1, Series V Notes 1998 (the “Original Indenture”), between the Company and Series W The Bank of New York Mellon, as Trustee (the “Trustee”), as heretofore supplemented by four Supplemental Indentures. The Original Indenture as so amended and supplemented is herein called the “Indenture.” Copies of the Original Indenture and all the supplemental indentures requested by you have been delivered to you. The Notes shall be substantially issuable in fully registered form only. The Tranche A Notes shall mature on November 21, 2030, shall bear interest at the rate of 4.01% per annum payable semiannually, on May 21 and November 21 of each year and at maturity, commencing on May 21, 2014, shall be subject to redemption as provided in the Indenture, and shall be in the form set out established pursuant to the Indenture. The Tranche B Notes shall mature on January 30, 2030, shall bear interest at the rate of 4.23% per annum payable semiannually, on January 30 and July 30 of each year and at maturity, commencing on July 30, 2014, shall be subject to redemption as provided in Exhibits 1-Athe Indenture, 1-B and 1Cshall be in the form established pursuant to the Indenture. As permitted by the Indenture, respectivelythe Notes originally issued to you thereunder shall be dated, and bear interest from, the date of their original issue on the applicable Closing Date. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. The Series U Notes Terms used herein but not defined herein shall bear interest from have the date of issue at a floating rate equal to the Adjusted LIBOR Rate from time to time, payable quarterly on the 19th day of each March, June, September and December in each year (commencing June 19, 2011) and at maturity (each such ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Investment Company Note Purchase Agreement date being referred to as a “Floating Rate Interest Payment Date”, provided, that if any such date shall not be a Business Day, such Floating Rate Interest Payment Date shall be postponed to be the next Business Day) and to bear interest on overdue principal (including any overdue required or optional prepayment of principal), LIBOR Breakage Amount, if any, and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series U Notes shall be computed for the actual number of days elapsed on the basis of a year consisting of 360 days. The Adjusted LIBOR Rate for the Series U Notes shall be determined by or on behalf of the Company, and notice thereof shall be given by or on behalf of the Company to the holders of such Series U Notes, together with such information as the Floating Rate Required Holders may reasonably request for verification (including in all events, a facsimile transmission of the relevant screen and calculations), on the second Business Day preceding each Floating Rate Interest Period (which, meanings set forth in the case of the first Floating Rate Interest Period, shall be the third Business Day prior to the Closing). In the event that the Floating Rate Required Holders do not concur with such determination by the Company, as evidenced by notice to the Company by such holders within five (5) Business Days after receipt by such holders of the notice delivered by or on behalf of the Company pursuant to the previous sentence, the determination of Adjusted LIBOR Rate shall be made by the such holders in accordance with the provisions of this Agreement, which determination shall be conclusive and binding absent manifest error. The Series V Notes shall bear interest from the date of issuance at a fixed rate equal to 3.71% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. The Series W Notes shall bear interest from the date of issuance at a fixed rate equal to 4.38% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series V Notes and the Series W Notes (collectively, the “Fixed Rate Notes”) shall be computed on the basis of a 360-day year of twelve 30-day monthsIndenture.

Authorization of Notes. The Company will authorize the issue and sale of $230,000,000 30,000,000 aggregate principal amount of its senior notes consisting of: (i) $60,000,000 20,000,000 aggregate principal amount of Floating Rate Senior Notes, Series U Senior Unsecured Notes L, due May 26April 17, 2016 2021 (the “Series U Notes”), (ii) $70,000,000 aggregate principal amount 3.71% Series V Senior Unsecured Notes due May 26 2016 (the “Series V L Notes”), and (iiiii) $100,000,000 10,000,000 aggregate principal amount 4.383.06% Senior Notes, Series W Senior Unsecured Notes M, due May 26April 17, 2018 2021 (the “Series W M Notes” and, together with the ”). The Series U L Notes and the Series V Notes, M Notes are the “Notes,” (such term to shall also include any such notes issued in substitution therefor pursuant to Section 13). The Series U Notes, Series V L Notes and the Series W M Notes shall be substantially in the form set out in Exhibits 1-A, A and 1-B and 1CB, respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. The Series U L Notes shall bear interest from the date of issue at a floating rate equal to the Adjusted LIBOR Rate from time to time, payable quarterly on the 19th 17th day of each MarchJanuary, JuneApril, September July and December October in each year (commencing June 19January 17, 20112016) and at maturity (each such ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Investment Company Note Purchase Agreement date being referred to as a “Floating Rate Interest Payment Date”, provided, that if any such date shall not be a Business Day, such Floating Rate Interest Payment Date shall be postponed to be the next Business Day) and to at maturity and bear interest on overdue principal (including any overdue required or optional prepayment of principal), LIBOR Breakage Amount, if any, and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Tortoise MLP Fund, Inc. Note Purchase Agreement Interest on the Series U L Notes shall be computed for the actual number of days elapsed on the basis of a year consisting of 360 days. The Adjusted LIBOR Rate for the Series U L Notes shall be determined by or on behalf of the Company, and notice thereof shall be given by or on behalf of the Company to the holders Holders of such the Series U L Notes, together with such information as the Floating Rate Series L Required Holders may reasonably request for verification (including in all events, a facsimile transmission of the relevant screen and calculations), on the second Business Day preceding each Floating Rate Interest Period (which, in the case of the first Floating Rate Interest Period, Period for the Series L Notes shall be the third Business Day prior to the Closing). In the event that the Floating Rate Series L Required Holders do not concur with such determination by the Company, as evidenced by notice to the Company by such holders Holders within five (5) Business Days after receipt by such holders Holders of the notice delivered by or on behalf of the Company pursuant to the previous sentence, the determination of Adjusted LIBOR Rate shall be made by the such holders Holders in accordance with the provisions of this Agreement, which determination shall be conclusive and binding absent manifest error. The Series V M Notes shall bear interest from the date of issuance issue at a fixed rate equal to 3.713.06% per annum annum, payable semiannually on the 19th 17th day of each June April and December October in each year (commencing June 19April 17, 20112016) (each such day being referred to as a “Fixed Rate Interest Payment Date”) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. The Series W Notes shall bear interest from the date of issuance at a fixed rate equal to 4.38% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series V M Notes and the Series W Notes (collectively, the “Fixed Rate Notes”) shall be computed on the basis of a 360-day year of twelve 30-day months.

Authorization of Notes. The Company will authorize the issue and sale of $230,000,000 35,000,000 aggregate principal amount of its senior notes consisting of (i) Floating Rate Senior Notes, Series U, due April 17, 2019 of which $60,000,000 20,000,000 aggregate principal amount Floating Rate Series U Senior Unsecured Notes due May 26, 2016 will be purchased at the First Closing and identified in Schedule A hereto (the “Series U First Closing Notes”), (ii) and $70,000,000 15,000,000 aggregate principal amount 3.71% Series V Senior Unsecured Notes due May 26 2016 will be purchased at the Second Closing and identified in Schedule A hereto (the “Series V Notes”), and (iii) $100,000,000 aggregate principal amount 4.38% Series W Senior Unsecured Notes due May 26, 2018 (the “Series W Second Closing Notes” and, together with the Series U Notes and the Series V First Closing Notes, the “Notes,” ”) (such term to shall also include any such notes issued in substitution therefor pursuant to Section 13). The Series U Notes, Series V Notes and Series W Notes shall be substantially in the form set out in Exhibits Exhibit 1-A, 1-B and 1C, respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. The Series U Notes shall bear interest from the date of issue at a floating rate equal to the Adjusted LIBOR Rate from time to time, payable quarterly on the 19th 17th day of each MarchJanuary, JuneApril, September July and December October in each year (commencing June 19July 17, 20112014) and at maturity (each such ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Investment Company Note Purchase Agreement date being referred to as a “Floating Rate Interest Payment Date”, provided, that if any such date shall not be a Business Day, such Floating Rate Interest Payment Date shall be postponed to be the next Business Day) and to at maturity and bear interest on overdue principal (including any overdue required or optional prepayment of principal), LIBOR Breakage Amount, if any, and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series U Notes shall be computed for the actual number of days elapsed on the basis of a year consisting of 360 days. Tortoise Energy Infrastructure Corporation Note Purchase Agreement The Adjusted LIBOR Rate for the Series U Notes shall be determined by or on behalf of the Company, and notice thereof shall be given by or on behalf of the Company to the holders of such Series U the Notes, together with such information as the Floating Rate Required Holders may reasonably request for verification (including in all events, a facsimile transmission of the relevant screen and calculations), on the second Business Day preceding each Floating Rate Interest Period (which, in the case of the first Floating Rate Interest Period, Period for Notes shall be the third Business Day prior to the Closing). In the event that the Floating Rate Required Holders do not concur with such determination by the Company, as evidenced by notice to the Company by such holders within five (5) Business Days after receipt by such holders of the notice delivered by or on behalf of the Company pursuant to the previous sentence, the determination of Adjusted LIBOR Rate shall be made by the such holders in accordance with the provisions of this Agreement, which determination shall be conclusive and binding absent manifest error. The Series V Notes shall bear interest from the date of issuance at a fixed rate equal to 3.71% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. The Series W Notes shall bear interest from the date of issuance at a fixed rate equal to 4.38% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series V Notes and the Series W Notes (collectively, the “Fixed Rate Notes”) shall be computed on the basis of a 360-day year of twelve 30-day months.

Authorization of Notes. The Company will authorize the issue and sale of (i) up to $230,000,000 2,640,000 in aggregate principal amount of its senior notes consisting of 6% Convertible Exchangeable Notes due June 30, 2003 (i) $60,000,000 aggregate the "Notes"). Each Note issued hereunder will be dated the date purchased by you hereunder, will mature on June 30, 2003, will bear interest on its unpaid principal balance from the date of issuance at the rate of 6% per annum, payable quarterly on September 30, December 31, March 31, and June 30 each year, and upon any conversion or exchange of a Note (or, if less than all of the principal amount Floating Rate Series U Senior Unsecured Notes due May 26of a Note is converted or exchanged, 2016 the portion of accrued and unpaid interest corresponding to the portion of principal of such Note converted or exchanged) (the “Series U Notes”), (ii) $70,000,000 aggregate principal amount 3.71% Series V Senior Unsecured Notes due May 26 2016 (the “Series V Notes”an "Interest Payment Date"), and (iii) $100,000,000 aggregate commencing on September 30, 2000 and continuing to June 30, 2003, and thereafter shall bear interest on its unpaid principal amount 4.38balance at the rate of 12% Series W Senior Unsecured Notes per annum, payable quarterly on each Interest Payment Date; provided, however, the Company, at its option may defer the interest payment that is otherwise due May 26and payable on September 30, 2018 (the “Series W Notes” and2000, December 31, 2000, March 31, 2001 and June 30, 2001, to September 30, 2001, at which date it shall be due and payable together with interest on the Series U Notes and deferred amount at the Series V Notesrate of 6% per annum compounded quarterly; provided, however, that if a Senior Obligations Default exists or the payment of any deferred interest due on September 30, 2001, would cause a Senior Obligations Default, the “Notes,” Company, in accordance with the provisions of Section 9.1(b), may further defer payment of such term to include any interest until the next Interest Payment Date on which payment of such notes issued in substitution therefor pursuant to Section 13)interest would not cause a Senior Obligations Default at which date it shall be due and payable together with interest on the deferred amount at the rate of 6% per annum compounded quarterly. The Series U Notes, Series V Notes will have the other terms and Series W Notes shall be substantially provisions provided herein and in the form set out in Exhibits 1-of Note attached hereto as Exhibit A, 1-B with such changes therefrom, if any, as may be approved by you and 1C, respectivelythe Company. The term "Note" or "Notes" as used herein shall include each Note delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. The Series U Notes shall bear interest from the date of issue at a floating rate equal to the Adjusted LIBOR Rate from time to time, payable quarterly on the 19th day of each March, June, September and December in each year (commencing June 19, 2011) and at maturity (each such ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Investment Company Note Purchase Agreement date being referred to as a “Floating Rate Interest Payment Date”, provided, that if any such date shall not be a Business Day, such Floating Rate Interest Payment Date shall be postponed to be the next Business Day) and to bear interest on overdue principal (including any overdue required or optional prepayment of principal), LIBOR Breakage Amount, if any, and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series U Notes shall be computed for the actual number of days elapsed on the basis of a year consisting of 360 days. The Adjusted LIBOR Rate for the Series U Notes shall be determined by or on behalf of the Company, and notice thereof shall be given by or on behalf of the Company to the holders of such Series U Notes, together with such information as the Floating Rate Required Holders may reasonably request for verification (including in all events, a facsimile transmission of the relevant screen and calculations), on the second Business Day preceding each Floating Rate Interest Period (which, in the case of the first Floating Rate Interest Period, shall be the third Business Day prior to the Closing). In the event that the Floating Rate Required Holders do not concur with such determination by the Company, as evidenced by notice to the Company by such holders within five (5) Business Days after receipt by such holders of the notice delivered by or on behalf of the Company pursuant to the previous sentence, the determination of Adjusted LIBOR Rate shall be made by the such holders in accordance with the provisions of this Agreement, which determination shall be conclusive and binding absent manifest error. The Series V Notes shall bear interest from the date of issuance at a fixed rate equal to 3.71% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. The Series W Notes shall bear interest from the date of issuance at a fixed rate equal to 4.38% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series V Notes and the Series W Notes (collectively, the “Fixed Rate Notes”) shall be computed on the basis of a 360-day year of twelve 30-day months15.

Authorization of Notes. The Company will authorize the issue and sale of $230,000,000 150,000,000 aggregate principal amount of its senior notes consisting of (i) $60,000,000 aggregate principal amount Floating Rate Senior Notes, Series U Senior Unsecured Notes A, due May 2622, 2016 2010 (the “Series U Notes”), (ii) $70,000,000 aggregate principal amount 3.71% Series V Senior Unsecured Notes due May 26 2016 (the “Series V Notes”), and (iii) $100,000,000 aggregate principal amount 4.38% Series W Senior Unsecured Notes due May 26, 2018 (the “Series W A Notes” and, ). The Series A Notes together with each series of Additional Notes which may from time to time be issued pursuant to the Series U Notes and the Series V Notes, provisions of Section 2.2 are collectively referred to as the “Notes,” (such term to shall also include any such notes issued in substitution therefor pursuant to Section 1313 of this Agreement or the Other Agreements (as hereinafter defined)). The Series U Notes, Series V Notes and Series W A Notes shall be substantially in the form set out in Exhibits Exhibit 1-A, 1-B with such changes therefrom, if any, as may be approved by you and 1C, respectivelythe Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. The Series U A Notes shall bear interest from the date of issue at a floating rate equal to the Adjusted LIBOR Rate from time to time, payable quarterly on the 19th 22nd day of each MarchFebruary, JuneMay, September and December August, November in each year (commencing June 19August 22, 20112003) and at maturity (each such ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Investment Company Note Purchase Agreement date being referred to as a an “Floating Rate Interest Payment Date”, provided, that if any such date shall not be a Business Day, such Floating Rate Interest Payment Date shall be postponed to be the next Business Day” ) and to bear interest on overdue principal (including any overdue required or optional prepayment of principal), LIBOR Breakage Amount, if any, and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series U Notes shall be computed for the actual number of days elapsed on the basis of a year consisting of 360 days. The Adjusted LIBOR Rate for the Series U Notes shall be determined by or on behalf of the Company, and notice thereof shall be given by or on behalf of the Company to the holders of such Series U Notes, together with such information as the Floating Rate Required Holders may reasonably request for verification (including in all events, a facsimile transmission of the relevant screen and calculations), on the second Business Day preceding each Floating Rate Interest Period (which, in the case of the first Floating Rate Interest Period, shall be the third Business Day prior to the Closing). In the event that the Floating Rate Required Holders do not concur with such determination by the Company, as evidenced by notice to the Company by such holders within five (5) Business Days after receipt by such holders of the notice delivered by or on behalf of the Company pursuant to the previous sentence, the determination of Adjusted LIBOR Rate shall be made by the such holders in accordance with the provisions of this Agreement, which determination shall be conclusive and binding absent manifest error. The Series V Notes shall bear interest from the date of issuance at a fixed rate equal to 3.71% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. The Series W Notes shall bear interest from the date of issuance at a fixed rate equal to 4.38% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series V Notes and the Series W Notes (collectively, the “Fixed Rate Notes”) shall be computed for the actual number of days elapsed on the basis of a 360-day year consisting of twelve 30-day months360 days. The Adjusted LIBOR Rate shall be determined by the Company, and notice thereof shall be given to the holders of the Notes, together with such information as the Required Holders may reasonably request for verification (including in all events, a facsimile transmission of the relevant screen and calculations), on the second Business Day preceding each Interest Period. In the event that the Required Holders do not concur with such determination by the Company, as evidenced by notice to the Company by the Required Holders within ten (10) Business Days after receipt by such holders of the notice delivered by the Company pursuant to the previous sentence, the determination of Adjusted LIBOR Rate shall be made by the Required Holders in accordance with the provisions of this Agreement, which determination shall be conclusive and binding absent manifest error. The obligations of the Company hereunder and under the Notes shall be unconditionally guaranteed under and pursuant to the terms and provisions of the Subsidiary Guarantee, reference to which Subsidiary Guarantee is hereby made.

Authorization of Notes. The Company will authorize the issue and sale of $230,000,000 35,000,000 aggregate principal amount of its senior notes consisting of (i) $60,000,000 aggregate principal amount Floating Rate Senior Notes, Series U Senior Unsecured Notes K, due May 26September 9, 2016 2019 (the “Series U Notes”), ) (ii) $70,000,000 aggregate principal amount 3.71% Series V Senior Unsecured Notes due May 26 2016 (the “Series V Notes”), and (iii) $100,000,000 aggregate principal amount 4.38% Series W Senior Unsecured Notes due May 26, 2018 (the “Series W Notes” and, together with the Series U Notes and the Series V Notes, the “Notes,” such term to shall also include any such notes issued in substitution therefor pursuant to Section 13). The Series U Notes, Series V Notes and Series W Notes shall be substantially in the form set out in Exhibits Exhibit 1-A, 1-B and 1C, respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. The Series U Notes shall bear interest from the date of issue at a floating rate equal to the Adjusted LIBOR Rate from time to time, payable quarterly on the 19th 9th day of each March, June, September and December in each year (commencing June 19December 9, 20112014) and at maturity (each such ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Investment Company Note Purchase Agreement date being referred to as a “Floating Rate Interest Payment Date”, provided, that if any such date shall not be a Business Day, such Floating Rate Interest Payment Date shall be postponed to be the next Business Day) and to at maturity and bear interest on overdue principal (including any overdue required or optional prepayment of principal), LIBOR Breakage Amount, if any, and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series U Notes shall be computed for the actual number of days elapsed on the basis of a year consisting of 360 days. The Adjusted LIBOR Rate for the Series U Notes shall be determined by or on behalf of the Company, and notice thereof shall be given by or on behalf of the Company to the holders Holders of such Series U the Notes, together with such information as the Floating Rate Required Holders may reasonably request for verification (including in all events, a facsimile transmission of the relevant screen and calculations), on the second Business Day preceding each Floating Rate Interest Period (which, in the case of the first Floating Rate Interest Period, Period shall be the third Business Day prior to the Closing). In the event that the Floating Rate Required Holders do not concur with such determination by the Company, as evidenced by notice to the Company by such holders Holders within five (5) Business Days after receipt by such holders Holders of the notice delivered by or on behalf of the Company pursuant to the previous sentence, the determination of Adjusted LIBOR Rate shall be made by the such holders Holders in accordance with the provisions of this Agreement, which determination shall be conclusive and binding absent manifest error. The Series V Notes shall bear interest from the date of issuance at a fixed rate equal to 3.71% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19Tortoise MLP Fund, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. The Series W Notes shall bear interest from the date of issuance at a fixed rate equal to 4.38% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2011) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. Interest on the Series V Notes and the Series W Notes (collectively, the “Fixed Rate Notes”) shall be computed on the basis of a 360-day year of twelve 30-day months.Inc. Note Purchase Agreement