POS EX

As filed with the Securities and Exchange Commission on July 27, 2012

Securities Act Registration No. 333-149315

Investment Company Act Registration No. 811-21725

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-2

x REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

¨ PRE-EFFECTIVE AMENDMENT NO.

x POST-EFFECTIVE AMENDMENT NO. 21

and/or

x REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

x AMENDMENT NO. 38

Tortoise Energy Capital Corporation

11550 Ash Street, Suite 300

Leawood, Kansas 66211

(913) 981-1020

Agent for Service

Terry C. Matlack

11550 Ash Street, Suite 300

Leawood, Kansas 66211

Copies of Communications to

Steven F. Carman, Esq.

Eric J. Gervais, Esq.

Husch Blackwell LLP

4801 Main Street, Suite 1000

Kansas City, MO 64112

(816) 983-8000

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

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

This post-effective amendment will become effective immediately upon filing pursuant to Rule 462(d).

Tortoise Energy Capital Corporation (“Registrant”)

Contents of Registration Statement

This Post-Effective Amendment consists of the following:

1. Facing sheet of the Registration Statement.

2. Part C of the Registration Statement (including signature page).

3. Exhibit (k.19.) filed pursuant to Item 25 of the Registration Statement.

Parts A and B of the Registrant’s Post-Effective Amendment to its Registration Statement on Form N-2 (No. 333-149315), filed on March 28, 2012, are incorporated by reference herein and this Post-Effective Amendment is being filed for the purpose of filing one exhibit to this Registration Statement on Form N-2.

PART C — OTHER INFORMATION

Item 25: Financial Statements and Exhibits

1. Financial Statements:

The Registrant’s audited financial statements dated November 30, 2011, notes to such financial statements and the report of independent registered public accounting firm thereon, along with the Registrant’s unaudited financial statements dated May 31, 2012 and notes to such financial statements, are incorporated by reference into the statement of additional information.

2. Exhibits:

a.1.	Articles of Incorporation (1)
a.2.	Articles of Amendment (2)
a.3.	Articles Supplementary relating to Series C Mandatory Redeemable Preferred Shares (23)
b.	Amended and Restated By-laws (10)
c.	Inapplicable
d.1.	Form of Common Share Certificate (8)
d.2.	Form of Preferred (MMP) Stock Certificate(8)
d.3.	Form of Note (8)
d.4.	Indenture of Trust (6)
d.5.	Form of Supplemental Indenture of Trust (8)
d.6.	Statement of Eligibility of Trustee on Form T-1 (3)
d.7.	Form of Moody’s Rating Guidelines (22)
d.8.	Form of Fitch Rating Guidelines (22)
d.9.	Master Note Purchase Agreement (9)
d.10.	First Amendment to Master Note Purchase Agreement (13)
d.11.	First Supplement to Master Note Purchase Agreement (13)
e.	Terms and Conditions of Dividend Reinvestment Plan (3)
f.	Inapplicable
g.	Investment Advisory Agreement with Tortoise Capital Advisors, L.L.C. (20)
h.1.	Form of Underwriting Agreement relating to Common Stock (8)
h.2.	Form of Underwriting Agreement relating to Preferred Stock (8)
h.3.	Form of Underwriting Agreement relating to Notes (8)
h.4.	Form of Purchase Agreement for Direct Placement of Common Stock (8)
h.5.	Form of Placement Agency Agreement for Direct Placement of Common Stock (8)
h.6.	Controlled Equity Offering Sales Agreement (12)
h.7.	First Amendment to Controlled Equity Offering Sales Agreement (16)
h.8.	Second Amendment to Controlled Equity Offering Sales Agreement (19)
h.9.	Underwriting Agreement relating to Series C Mandatory Redeemable Preferred Shares (23)
h.10.	Placement Agency Agreement (14)
i.	Inapplicable
j.1.	Custody Agreement (4)
j.2.	First Amendment to Custody Agreement (17)

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k.1.	Stock Transfer Agency Agreement (4)
k.2.	First Amendment to Stock Transfer Agency Agreement (19)
k.3.	Second Amendment to Stock Transfer Agency Agreement (19)
k.4.	Administration Agreement (4)
k.5.	First Amendment to Fund Administration Agreement (17)
k.6.	Second Amendment to Fund Administration Agreement (19)
k.7.	Fund Accounting Agreement (4)
k.8.	First Amendment to Fund Accounting Agreement (17)
k.9.	DTC Representation Letter relating to Preferred Stock and Notes (5)
k.10.	Credit Agreement (7)
k.11.	Amendment One to Credit Agreement (8)
k.12.	Amendment Two to Credit Agreement (8)
k.13.	Amendment Three to Credit Agreement (9)
k.14.	Amendment Four to Credit Agreement (11)
k.15.	Amendment Five to Credit Agreement (13)
k.16.	Sixth Amendment to Credit Agreement (17)
k.17.	Seventh Amendment to Credit Agreement (19)
k.18.	Eighth Amendment to Credit Agreement (20)
k.19.	Ninth Amendment to Credit Agreement*
k.20.	Form of Purchase Agreement (14)
l.	Opinion of Venable LP (18)
m.	Inapplicable
n.	Consent of Independent Registered Public Accounting Firm (21)
o.	Inapplicable
p.	Initial Subscription Agreement (2)
q.	Inapplicable

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r1.	Code of Ethics for the Registrant (2)
r2.	Code of Ethics for the Adviser (2)

* Filed herewith

(1)	Incorporated by reference to Registrant’s Registration Statement on Form N-2, filed on March 8, 2005 (File Nos. 333-123180 and 811-21725).
(2)	Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on April 29, 2005 (File Nos. 333-123180 and 811-21725).
(3)	Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on October 12, 2005 (File Nos. 333-128063 and 811-21725).
(4)	Incorporated by reference to Registrant’s Registration Statement on Form N-2, filed on September 2, 2005 (File Nos. 333-128063 and 811-21725).
(5)	Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on January 11, 2006 (File Nos. 333-129878 and 811-21725).
(6)	Incorporated by reference to Registrant’s Registration Statement on Form N-2, filed on October 12, 2005 (File Nos. 333-128063 and 811-21725).
(7)	Incorporated by reference to Post-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on March 30, 2007 (File Nos. 333-139963 and 811-21725).
(8)	Incorporated by reference to Registrant’s Registration Statement on Form N-2, filed on February 19, 2008 (File Nos. 333-149315 and 811-21725)
(9)	Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2 filed on April 10, 2008 (File Nos. 333-149315 and 811-21725)
(10)	Incorporated by reference to Post-Effective Amendment No. 4 to Registrant’s Registration Statement on Form N-2 filed on March 6, 2009 (File Nos. 333-149315 and 811-21725)
(11)	Incorporated by reference to Post-Effective Amendment No. 5 to Registrant’s Registration Statement on Form N-2 filed on May 1, 2009 (File Nos. 333-149315 and 811-21725)
(12)	Incorporated by reference to Post-Effective Amendment No. 6 to Registrant’s Registration Statement on Form N-2 filed on August 3, 2009 (File Nos. 333-149315 and 811-21725)
(13)	Incorporated by reference to Post-Effective Amendment No. 7 to Registrant’s Registration Statement on Form N-2 filed on November 25, 2009 (File Nos. 333-149315 and 811-21725)
(14)	Incorporated by reference to Post-Effective Amendment No. 8 to Registrant’s Registration Statement on Form N-2 filed on January 6, 2010 (File Nos. 333-149315 and 811-21725)
(15)	Incorporated by reference to Pre-Effective Amendment No. 2 to Registrant’s Registration Statement on Form N-2 filed on April 10, 2008 (File Nos. 333-149315 and 811-21725)
(16)	Incorporated by reference to Post-Effective Amendment No. 10 to Registrant’s Registration Statement on Form N-2 filed on April 22, 2010 (File Nos. 333-149315 and 811-21725)
(17)	Incorporated by reference to Post-Effective Amendment No. 11 to Registrant’s Registration Statement on Form N-2 filed on January 31, 2011 (File Nos. 333-149315 and 811-21725)
(18)	Incorporated by reference to Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-2 filed on April 21, 2011 (File Nos. 333-149315 and 811-21725)
(19)	Incorporated by reference to Post-Effective Amendment No. 15 to Registrant’s Registration Statement on Form N-2 filed on July 21, 2011 (File Nos. 333-149315 and 811-21725)
(20)	Incorporated by reference to Post-Effective Amendment No. 16 to Registrant’s Registration Statement on Form N-2 filed on October 28, 2011 (File Nos. 333-149315 and 811-21725)
(21)	Incorporated by reference to Post-Effective Amendment No. 18 to Registrant’s Registration Statement on Form N-2 filed on March 28, 2012 (File Nos. 333-149315 and 811-21725)
(22)	Incorporated by reference to Appendix A of the Registrant’s Statement of Additional Information included in Post-Effective Amendment No. 18 to the Registrant’s Registration Statement on Form N-2 filed on March 28, 2012 (File Nos. 333-149315 and 811-21725).
(23)	Incorporated by reference to Post-Effective Amendment No. 19 to Registrant’s Registration Statement on Form N-2 filed on April 13, 2012 (File Nos. 333-149315 and 811-21725).

Item 26: Marketing Arrangements

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

Item 27: Other Expenses and Distribution

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

Securities and Exchange Commission Fees	$	11,790
Directors’ Fees and Expenses		7,000
Printing (other than certificates)		120,500
Accounting fees and expenses		175,000

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Legal fees and expenses		300,000
NASD fee		7,500
Rating Agency Fees		—
Miscellaneous		66,000
Total	$	687,790	*

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

Item 28. Persons Controlled by or Under Common Control

None.

Item 29. Number of Holders of Securities

As of June 30, 2012, the number of record holders of each class of securities of the Registrant was:

Title of Class	Number of Record Holders
Common Shares ($0.001 par value)		54
Preferred Stock (Liquidation Preference $10.00 per share)		1
Long-term Debt ($104,100,000 aggregate principal amount)		17

Item 30. Indemnification

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

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

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

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unless in either case a court orders indemnification and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or on his behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

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

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

Item 31. Business and Other Connections of Investment Adviser

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

Item 32. Location of Accounts and Records

All such accounts, books, and other documents are maintained at the offices of the Registrant, at the offices of the Registrant’s investment adviser, Tortoise Capital Advisors, L.L.C., 11550 Ash Street, Suite 300, Leawood, Kansas 66211, at the offices of the custodian, U.S. Bank, N.A., 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212, at the offices of the transfer agent, Computershare Trust Company, N.A., P.O. Box 43078, Providence, Rhode Island or at the offices of the administrator, U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee, WI 53202.

Item 33. Management Services

Not applicable.

Item 34. Undertakings

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

2. Not applicable.

3. Not applicable.

4. The securities being registered will be offered on a delayed or continuous basis in reliance on Rule 415 under the 1933 Act. Accordingly, the Registrant undertakes:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in this City of Leawood and State of Kansas, on the 27th day of July, 2012.

TORTOISE ENERGY CAPITAL CORPORATION
By:	/s/ Terry C. Matlack
	Terry C. Matlack, Chief Executive Officer

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

/s/ P. Bradley Adams P. Bradley Adams	Chief Financial Officer (Principal Financial and Accounting Officer)	July 27, 2012
/s/ Terry C. Matlack Terry C. Matlack	Chief Executive Officer (Principal Executive Officer)	July 27, 2012
/s/ Conrad S. Ciccotello* Conrad S. Ciccotello	Director	July 27, 2012
/s/ John R. Graham* John R. Graham	Director	July 27, 2012
/s/ Charles E. Heath* Charles E. Heath	Director	July 27, 2012
/s/ H. Kevin Birzer* H. Kevin Birzer	Director	July 27, 2012

* By Kenneth P. Malvey, pursuant to power of attorney filed with the Registrant’s Registration Statement on Form N-2, filed on February 19, 2008 (File Nos. 333-149315 and 811-21725).

Exhibit Index

k.19. Ninth Amendment to Credit Agreement

EX-99.K.19

NINTH AMENDMENT TO CREDIT AGREEMENT

This Ninth Amendment to Credit Agreement (the “Amendment”) is made as of June 18, 2012, by and among TORTOISE ENERGY CAPITAL CORPORATION, a Maryland corporation (the “Borrower”); U.S. BANK NATIONAL ASSOCIATION, a national banking association, BANK OF AMERICA, N.A., and THE BANK OF NOVA SCOTIA (each a “Bank” and, collectively, the “Banks”); and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as the lender for Swingline Loans (in such capacity, the “Swingline Lender”), as agent for the Banks hereunder (in such capacity, the “Agent”), and as lead arranger hereunder (in such capacity, the “Lead Arranger”). Capitalized terms used and not defined in this Amendment have the meanings given to them in the Credit Agreement referred to below.

Preliminary Statements

(a) The Banks and the Borrower are parties to a Credit Agreement dated as of March 22, 2007, as amended by the First Amendment to Credit Agreement dated as of May 29, 2007, as further amended by the Second Amendment to Credit Agreement dated as of October 31, 2007, as further amended by the Third Amendment to Credit Agreement dated as of March 21, 2008, as further amended by the Fourth Amendment to Credit Agreement dated as of March 20, 2009, as further amended by the Fifth Amendment to Credit Agreement dated as of June 20, 2009, as further amended by the Sixth Amendment to Credit Agreement dated as of June 20, 2010, as further amended by the Seventh Amendment to Credit Agreement dated as of March 9, 2011, and as further amended by the Eighth Amendment to Credit Agreement dated June 20, 2011 (as so amended, and as the same may be further amended, renewed, restated, replaced, consolidated or otherwise modified from time to time, the “Credit Agreement”). The current Commitments of the Banks are as set forth on Exhibit A attached to this Amendment.

(b) The Borrower has requested to renew and extend the term of the Credit Agreement until June 17, 2013, and to make certain modifications to the terms of the Credit Agreement as set forth in the Amendment.

(c) The Banks are willing to agree to the foregoing requests, subject, however, to the terms, conditions and agreement set forth below.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Modification to Section 1.1 Definitions.

(a) The following definition set forth in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and is hereby replaced with the following:

“Termination Date” means June 17, 2013; provided, however, if such day is not a Business Day, the Termination Date shall be the immediately preceding Business Day.

(b) The following definitions are hereby added to Section 1.1 of the Credit Agreement:

“Change in Law” has the meaning set forth in Section 3.9(a) of this Agreement.

“Excluded Taxes” means, in the case of each Bank or applicable Lending Installation and the Agent, taxes imposed on its overall net income or profits, and franchise taxes imposed on it,

by the United States, by the jurisdiction under the laws of which such Bank or the Agent is incorporated or organized, by the jurisdiction in which the Agent’s or such Bank’s principal executive office or such Bank’s applicable Lending Installation is located, or by any other taxing authority as a result of contacts such Bank or Agent has that are independent of this Agreement.

“Lending Installation” has the meaning set forth in Section 3.9(a) of this Agreement.

“Libor Loan” means any Loan for which the interest rate is determined on the basis of a Libor Rate or a Daily Reset Libor Rate.

“Other Taxes” means any present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any Note or from the execution or delivery of, or otherwise with respect to, this Agreement or any Note.

“Outstanding Credit Exposure” means, as to any Bank at any time, the sum of the aggregate principal dollar amount of its Loans outstanding at such time.

“Risk-Based Capital Guidelines” has the meaning set forth in Section 3.9(b) of this Agreement.

“Taxes” means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all liabilities with respect to the foregoing, but excluding Excluded Taxes and Other Taxes.

2. Modification to Section 3.9. Section 3.9 of the Credit Agreement is hereby deleted in its entirety and is hereby replaced with the following:

3.9 Yield Protection; Capital Adequacy.

(a) Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case of clauses (x) and (y), regardless of the date enacted, adopted, issued, promulgated or implemented, or compliance by any Bank or applicable office, branch, subsidiary or affiliate (herein, a “Lending Installation”) of such Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which:

(i) subjects any Bank or any applicable Lending Installation or the Agent to any Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or

Ninth Amendment to Credit Agreement – Page 2

(ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Libor Loans), or

(iii) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Bank or any applicable Lending Installation of making, funding or maintaining its Libor Loans or reduces any amount receivable by any Bank or any applicable Lending Installation in connection with its Libor Loans or participations therein, or requires any Bank or any applicable Lending Installation to make any payment calculated by reference to the amount of Libor Loans or participations therein held or interest received by it, by an amount deemed material by such Bank,

and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitment or to reduce the return received by such Person in connection with such Loans or Commitment or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received.

(b) Changes in Capital Adequacy Regulations. If a Bank determines the amount of capital or liquidity required or expected to be maintained by such Bank, any Lending Installation of such Bank, or any corporation or holding company controlling such Bank is increased as a result of (i) a Change in Law or (ii) any change after the date of this Agreement in the Risk-Based Capital Guidelines, then, within fifteen (15) days of demand by such Bank, the Borrower shall pay such Bank the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Bank determines is attributable to this Agreement, its Outstanding Credit Exposure or its Commitment to make Loans, as the case may be, hereunder (after taking into account such Bank’s policies as to capital adequacy or liquidity), in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable. As used herein, “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

3. Reaffirmation of Credit Documents. The Borrower reaffirms its obligations under the Credit Agreement, as amended hereby, and the other Credit Documents to which it is a party or by which it is bound, and represents, warrants and covenants to the Agent and the Banks, as a material inducement to the Agent and each Bank to enter into this Amendment, that (a) the Borrower has no and in any event waives any, defense, claim or right of setoff with respect to its obligations under, or in any other way relating to, the Credit Agreement, as amended hereby, or any of the other Credit Documents to which it is a party, or the Agent’s or any Bank’s actions or inactions in respect of any of the foregoing, and (b) all representations and warranties made by or on behalf of the Borrower in the Credit Agreement and the other Credit Documents are true and complete on the date hereof as if made on the date hereof.

Ninth Amendment to Credit Agreement – Page 3

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

(a) Amendment. This Amendment;

(b) Secretary’s Certificate. A certificate from the Secretary or Assistant Secretary of the Borrower certifying to the Agent that, among other things, (i) attached thereto as an exhibit is a true and correct copy of the resolutions of the board of directors of the Borrower authorizing the Borrower to enter into the transactions described in this Amendment and the execution, delivery and performance by the Borrower of any documents related to this Amendment, (ii) the articles of incorporation and by-laws of the Borrower as delivered to the Agent pursuant to the Secretary’s Certificate dated June 20, 2011, from the Borrower’s secretary remain in full force and effect and have not been amended or otherwise modified or revoked, and (iii) attached thereto as exhibits are certificates of good standing, each of recent date, from the Secretary of State of Maryland and the Secretary of State of Kansas, certifying the good standing and authority of the Borrower in such states as of such dates; and

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

5. No Other Amendments; No Waiver of Default. Except as amended hereby, the Credit Agreement and the other Credit Documents shall remain in full force and effect and be binding on the parties in accordance with their respective terms. By entering into this Amendment, the Agent and the Banks are not waiving any Default or Event of Default which may exist on the date hereof.

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

7. Counterparts; Fax Signatures. This Amendment and any documents contemplated hereby may be executed in one or more counterparts and by different parties thereto, all of which counterparts, when taken together, shall constitute but one agreement. This Amendment and any documents contemplated hereby may be executed and delivered by facsimile or other electronic transmission and any such execution or delivery shall be fully effective as if executed and delivered in person.

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

[Remainder of Page Intentionally Left Blank]

Ninth Amendment to Credit Agreement – Page 4

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

NONE.

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

Creditor:

Creditor:

Creditor:

Debtor:

[signature page(s) to follow]

Ninth Amendment to Credit Agreement – Initial Page

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

TORTOISE ENERGY CAPITAL CORPORATION, the Borrower
By:
Name:	P. Bradley Adams
Title:	Chief Financial Officer
U.S. BANK NATIONAL ASSOCIATION, as Agent and as a Bank
By:
Name:	Colleen S. Hayes
Title:	Vice President
THE BANK OF NOVA SCOTIA, as a Bank
By:
Name:
Title:
BANK OF AMERICA, N.A. as a Bank
By:
Name:
Title:

Ninth Amendment to Credit Agreement – Signature Page

EXHIBIT A

(Banks and Commitments)

Bank	Revolving Credit Loan Commitment Amount		Swingline Loan Commitment Amount*		Bank’s Total Commitment Amount		Bank’s Pro-Rata Percentage
U.S. Bank National Association	$	20,000,000	$	5,000,000	$	20,000,000		0.500000000000
The Bank of Nova Scotia	$	10,000,000		0	$	10,000,000		0.250000000000
Bank of America, N.A.	$	10,000,000		0	$	10,000,000		0.250000000000
TOTALS:	$	40,000,000	$	5,000,000	$	40,000,000		1.000000000000

* As more particularly described in the Agreement, the Swingline Loan Commitment is a subcommitment under the Revolving Credit Loan Commitments. Accordingly, extensions of credit under the Swingline Loan Commitment act to reduce, on a dollar-for-dollar basis, the amount of credit otherwise available under the Revolving Credit Loan Commitments.

Ninth Amendment to Credit Agreement – Exhibit A