<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>exd-3_061804.txt
<DESCRIPTION>EXHIBIT D-3
<TEXT>
                                                                     EXHIBIT D.3





                         SUPPLEMENTAL INDENTURE OF TRUST

                                 by and between

                   TORTOISE ENERGY INFRASTRUCTURE CORPORATION,
                                    as Issuer

                                       and

                         BNY MIDWEST TRUST COMPANY N.A.,
                                   as Trustee















                           Authorizing the Issuance of

                                $[______________]
                            Auction Rate Senior Notes
                                  Series [____]
                                  Series [____]

                          Dated as of June [___], 2004



<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>     <C>

                                                                                                               PAGE

ARTICLE I         Definitions and Use of Phrases.................................................................1
         Section 1.01          Definitions.......................................................................1
         Section 1.02          Interpretation....................................................................7

ARTICLE II        Note Details, Form of Notes, Redemption of Notes and Use of Proceeds of Notes..................8
         Section 2.01          General Terms.....................................................................8
         Section 2.02          Interest..........................................................................9
         Section 2.03          Redemption.......................................................................11
         Section 2.04          Designation of Rate Period.......................................................14
         Section 2.05          Restrictions on Transfer.........................................................15
         Section 2.06          1940 Act Tortoise Notes Asset Coverage...........................................15
         Section 2.07          Tortoise Notes Basic Maintenance Amount..........................................15
         Section 2.08          Certain Other Restrictions.......................................................16
         Section 2.09          Compliance Procedures for Asset Maintenance Tests................................16
         Section 2.10          Delivery of Notes................................................................17
         Section 2.11          Trustee's Authentication Certificate.............................................17

ARTICLE III       General Provisions............................................................................17
         Section 3.01          Trustee as Auction Agent.........................................................17
         Section 3.02          Trustee as Paying Agent..........................................................18
         Section 3.03          Date of Execution................................................................18
         Section 3.04          Laws Governing...................................................................18
         Section 3.05          Severability.....................................................................18
         Section 3.06          Exhibits.........................................................................18

ARTICLE IV        Applicability of Indenture....................................................................18
</TABLE>

APPENDIX A        AUCTION PROCEDURES

APPENDIX B        FORM OF NOTES

APPENDIX C        FORM OF TRUSTEE AUTHENTICATION CERTIFICATE


<PAGE>


                         SUPPLEMENTAL INDENTURE OF TRUST

         THIS SUPPLEMENTAL INDENTURE OF TRUST (this "Supplemental Indenture")
dated as of June [__], 2004, is by and between TORTOISE ENERGY INFRASTRUCTURE
CORPORATION, a Maryland corporation (the "Issuer") and BNY MIDWEST TRUST COMPANY
N.A., a national banking association duly organized and operating under the laws
of the United States of America (together with its successors, the "Trustee"),
as successor trustee hereunder (all capitalized terms used in these preambles,
recitals and granting clauses shall have the same meanings assigned thereto in
Article I hereof);

                              W I T N E S S E T H:

         WHEREAS, the Issuer has previously entered into an Indenture dated as
of June [__], 2004 (the "Original Indenture," and together with this
Supplemental Indenture, the "Indenture"), between the Issuer and the Trustee;

         WHEREAS, the Issuer desires to enter into this Supplemental Indenture
in order to issue Tortoise Notes pursuant to the terms of the Original
Indenture, including Section 3.1 thereof;

         WHEREAS, the Issuer represents that it has been formed and is validly
existing as a Maryland corporation and that by proper action it has duly
authorized the issuance of $[_________] of its auction rate senior notes, Series
[_________] (the "Series [__] Tortoise Notes") and $[_________] of its auction
rate senior notes, Series [_____] (the "Series [______] Tortoise Notes" and,
together with the Series [__] Tortoise Notes, the "Tortoise Notes"), and it has
by proper action authorized the execution and delivery of this Supplemental
Indenture;

         WHEREAS, the Tortoise Notes constitute Securities as defined in the
Indenture; and

         WHEREAS, the Trustee has agreed to accept the trusts herein contained
upon the terms herein set forth;

         NOW, THEREFORE, it is mutually covenanted and agreed as follows:

                                   ARTICLE I

                         DEFINITIONS AND USE OF PHRASES

         SECTION 1.01  DEFINITIONS. All words and phrases defined in Article
I of the Indenture shall have the same meaning in this Supplemental Indenture,
except as otherwise appears in this Article. In addition, the following terms
have the following meanings in this Supplemental Indenture unless the context
clearly requires otherwise:

                  "'AA' COMPOSITE COMMERCIAL PAPER RATE" on any date means (i)
the interest equivalent of the 30-day rate, in the case of a Rate Period which
is a Standard Rate Period or shorter, or the 180-day rate, in the case of all
other Rate Periods on commercial paper on behalf of issuers whose corporate
bonds are rated "AA" by S&P, or the equivalent of such rating by another
nationally recognized rating agency, as announced by the Federal Reserve Bank of
New York for the close of business on the Business Day immediately preceding
such date; or (ii) if the Federal Reserve Bank of New York does not make
available such a rate, then the arithmetic average of the interest equivalent of
such rates on commercial paper placed on behalf of such issuers, as quoted on a
discount basis or otherwise by the Commercial Paper Dealers to the Auction Agent
for the close of business on the Business Day immediately preceding such date
(rounded to the next highest .001 of 1%). If any Commercial Paper


<PAGE>

Dealer does not quote a rate required to determine the "AA" Composite Commercial
Paper Rate, such rate shall be determined on the basis of the quotations (or
quotation) furnished by the remaining Commercial Paper Dealers (or Dealer), if
any, or, if there are no such Commercial Paper Dealers, by the Auction Agent.
For purposes of this definition, (A) "Commercial Paper Dealers" shall mean (1)
Citigroup Global Markets Inc., Lehman Brothers Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Goldman Sachs & Co.; (2) in lieu of any thereof,
its respective Affiliate or successor; and (3) in the event that any of the
foregoing shall cease to quote rates for commercial paper of issuers of the sort
described above, in substitution therefor, a nationally recognized dealer in
commercial paper of such issuers then making such quotations selected by the
Corporation, and (B) "interest equivalent" of a rate stated on a discount basis
for commercial paper of a given number of days' maturity shall mean a number
equal to the quotient (rounded upward to the next higher one-thousandth of 1%)
of (1) such rate expressed as a decimal, divided by (2) the difference between
(x) 1.00 and (y) a fraction, the numerator of which shall be the product of such
rate expressed as a decimal, multiplied by the number of days in which such
commercial paper shall mature and the denominator of which shall be 360.

                  "AFFILIATE" means any person controlled by, in control of or
under common control with the Issuer; provided that no Broker-Dealer controlled
by, in control of or under common control with the Issuer shall be deemed to be
an Affiliate nor shall any corporation or any person controlled by, in control
of or under common control with such corporation one of the directors or
executive officers of which is also a Director of the Issuer be deemed to be an
Affiliate solely because such director or executive officer is also a Director
of the Issuer.

                  "AGENT MEMBER" means a member of or participant in the
Securities Depository that will act on behalf of a Bidder.

                  "ALL HOLD RATE" means 80% of the "AA" Composite Commercial
Paper Rate.

                  "APPLICABLE RATE" means, with respect to each Series of
Tortoise Notes for each Rate Period (i) if Sufficient Clearing Orders exist for
the Auction in respect thereof, the Winning Bid Rate, (ii) if Sufficient
Clearing Orders do not exist for the Auction in respect thereof, the Maximum
Rate and (iii) in the case where all the Tortoise Notes of a series are the
subject of Hold Orders for the Auction in respect thereof, the All Hold Rate,
and (iv) if an Auction is not held for any reason (including the circumstance
where there is no Auction Agent or Broker-Dealer), the No Auction Rate.

                  "AUCTION" means each periodic operation of the procedures set
forth in Appendix A.

                  "AUCTION AGENT" means The Bank of New York unless and until
another commercial bank, trust company, or other financial institution appointed
by a resolution of the Board of Directors enters into an agreement with the
Issuer to follow the Auction Procedures for the purpose of determining the
Applicable Rate.

                  "AUCTION DATE" means the first Business Day next preceding the
first day of a Rate Period for each Series of Tortoise Notes.

                  "AUCTION PROCEDURES" means the procedures for conducting
Auctions set forth in Appendix A hereto.

                  "AUTHORIZED DENOMINATIONS" means $25,000 and any integral
multiple thereof.

                  "BENEFICIAL OWNER," with respect to each Series of Tortoise
Notes, means a customer of a Broker-Dealer who is listed on the records of that
Broker-Dealer (or, if applicable, the Auction Agent) as a holder of such Series
of Tortoise Notes.

                                       2
<PAGE>

                  "BID" shall have the meaning specified in Appendix A hereto.

                  "BIDDER" shall have the meaning in Appendix A hereto;
provided, however, that neither the Issuer nor any affiliate thereof shall be
permitted to be a Bidder in an Auction, except that any Broker-Dealer that is an
affiliate of the Issuer may be a Bidder in an Auction, but only if the Orders
placed by such Broker-Dealer are not for its own account.

                  "BOARD OF DIRECTORS" or "BOARD" means the Board of Directors
of the Issuer or any duly authorized committee thereof as permitted by
applicable law.

                  "BROKER-DEALER" means any broker-dealer or broker-dealers, or
other entity permitted by law to perform the functions required of a
Broker-Dealer by the Auction Procedures, that has been selected by the Issuer
and has entered into a Broker-Dealer Agreement that remains effective.

                  "BROKER-DEALER AGREEMENT" means an agreement among the Auction
Agent and a Broker-Dealer, pursuant to which such Broker-Dealer agrees to follow
the Auction Procedures.

                  "BUSINESS DAY" means a day on which the New York Stock
Exchange is open for trading and which is not a Saturday, Sunday or other day on
which banks in the City of New York, New York are authorized or obligated by law
to close.

                  "CODE" means the Internal Revenue Code of 1986, as amended.

                  "COMMERCIAL PAPER DEALERS" has the meaning set forth in the
definition of AA Composite Commercial Paper Rate.

                  "COMMISSION" means the Securities and Exchange Commission.

                  "DEFAULT RATE" means the Reference Rate multiplied by three
(3).

                  "DEPOSIT SECURITIES" means cash and any obligations or
securities, including short term money market instruments that are Eligible
Assets, rated at least AAA, A-2 or SP-2 by Fitch, except that, such obligations
or securities shall be considered "Deposit Securities" only if they are also
rated at least P-2 by Moody's.

                  "DISCOUNT FACTOR" means the Moody's Discount Factor (if
Moody's is then rating the Tortoise Notes), Fitch Discount Factor (if Fitch is
then rating the Tortoise Notes) or an Other Rating Agency Discount Factor,
whichever is applicable.

                  "DISCOUNTED VALUE" means the quotient of the Market Value of
an Eligible Asset divided by the applicable Discount Factor, provided that with
respect to an Eligible Asset that is currently callable, Discounted Value will
be equal to the quotient as calculated above or the call price, whichever is
lower, and that with respect to an Eligible Asset that is prepayable, Discounted
Value will be equal to the quotient as calculated above or the par value,
whichever is lower.

                  "ELIGIBLE ASSETS" means Moody's Eligible Assets or Fitch's
Eligible Assets (if Moody's or Fitch are then rating the Tortoise Notes) and/or
Other Rating Agency Eligible Assets, whichever is applicable.

                  "EXISTING HOLDER," with respect to Tortoise Notes of a series,
shall mean a Broker-Dealer (or any such other Person as may be permitted by the
Issuer) that is listed on the records of the Auction Agent as a holder of
Tortoise Notes of such series.

                                       3
<PAGE>

                  "FITCH" means Fitch Ratings and its successors at law.

                  "FITCH DISCOUNT FACTOR" means the discount factors set forth
in the Fitch Guidelines for use in calculating the Discounted Value of the
Issuer's assets in connection with Fitch's ratings of Tortoise Notes.

                  "FITCH ELIGIBLE ASSET" means assets of the Issuer set forth in
the Fitch Guidelines as eligible for inclusion in calculating the Discounted
Value of the Issuer's assets in connection with Fitch's ratings of Tortoise
Notes.

                  "FITCH GUIDELINES" mean the guidelines provided by Fitch, as
may be amended from time to time, in connection with Fitch's ratings of Tortoise
Notes.

                  "HOLD ORDER" shall have the meaning specified in Appendix A
hereto.

                  "HOLDER" means, with respect to Tortoise Notes, the registered
holder of notes of each series of Tortoise Notes as the same appears on the
books or records of the Issuer.

                  "MARKET VALUE" means the market value of an asset of the
Issuer determined as follows: For equity securities, the value obtained from
readily available market quotations. If an equity security is not traded on an
exchange or not available from a Board-approved pricing service, the value
obtained from written broker-dealer quotations. For fixed-income securities, the
value obtained from readily available market quotations based on the last
updated sale price or the value obtained from a pricing service or the value
obtained from a written broker-dealer quotation from a dealer who has made a
market in the security. "Market Value" for other securities will mean the value
obtained pursuant to the Issuer's valuation procedures. If the market value of a
security cannot be obtained, or the Issuer's investment adviser determines that
the value of a security as so obtained does not represent the fair value of a
security, fair value for that security shall be determined pursuant to the
methodologies established by the Board of Directors.

                  "MAXIMUM RATE" means, on any date on which the Applicable Rate
is determined, the rate equal to the applicable percentage of the Reference
Rate, subject to upward but not downward adjustment in the discretion of the
Board of Directors after consultation with the Broker-Dealers, provided that
immediately following any such increase the Issuer would be in compliance with
the Tortoise Notes Basic Maintenance Amount.

                  "MINIMUM RATE" means, on any Auction Date with respect to a
Rate Period of 28 days or fewer, 70% of the AA Composite Commercial Paper Rate
at the close of business on the Business Day next preceding such Auction Date.
There shall be no Minimum Rate on any Auction Date with respect to a Rate Period
of more than the Standard Rate Period.

                  "MOODY'S" means Moody's Investors Service, Inc., a Delaware
corporation, and its successors at law.

                  "MOODY'S DISCOUNT FACTOR" means the discount factors set forth
in the Moody's Guidelines for use in calculating the Discounted Value of the
Issuer's assets in connection with Moody's ratings of Tortoise Notes.

                  "MOODY'S ELIGIBLE ASSETS" means assets of the Issuer set forth
in the Moody's Guidelines as eligible for inclusion in calculating the
Discounted Value of the Issuer's assets in connection with Moody's ratings of
Tortoise Notes.

                                       4
<PAGE>

                  "MOODY'S GUIDELINES" mean the guidelines provided by Moody's,
as may be amended from time to time, in connection with Moody's ratings of
Tortoise Notes.

                   "1940 ACT TORTOISE NOTES ASSET COVERAGE" means asset
coverage, as determined in accordance with Section 18(h) of the 1940 Act, of at
least 300% with respect to all outstanding senior securities representing
indebtedness of the Issuer, including all Outstanding Tortoise Notes (or such
other asset coverage as may in the future be specified in or under the 1940 Act
as the minimum asset coverage for senior securities representing indebtedness of
a closed-end investment company as a condition of declaring dividends on its
common shares), determined on the basis of values calculated as of a time within
48 hours next preceding the time of such determination.

                  "NOTES" means Securities of the Issuer ranking on a parity
with the Tortoise Notes that may be issued from time to time pursuant to the
Indenture.

                  "ORDER" shall have the meaning specified in Appendix A hereto.

                  "ORIGINAL ISSUE DATE" means, with respect to Series __ and
Series __ Tortoise Notes, ______, 2004.

                  "OTHER RATING AGENCY" means each rating agency, if any, other
than Moody's or Fitch then providing a rating for the Tortoise Notes pursuant to
the request of the Issuer.

                  "OTHER RATING AGENCY DISCOUNT FACTOR" means the discount
factors set forth in the Other Rating Agency Guidelines of each Other Rating
Agency for use in calculating the Discounted Value of the Issuer's assets in
connection with the Other Rating Agency's rating of Tortoise Notes.

                  "OTHER RATING AGENCY ELIGIBLE ASSETS" means assets of the
Issuer set forth in the Other Rating Agency Guidelines of each Other Rating
Agency as eligible for inclusion in calculating the Discounted Value of the
Issuer's assets in connection with the Other Rating Agency's rating of Tortoise
Notes.

                  "OTHER RATING AGENCY GUIDELINES" mean the guidelines provided
by each Other Rating Agency, as may be amended from time to time, in connection
with the Other Rating Agency's rating of Tortoise Notes.

                  "OUTSTANDING" or "OUTSTANDING" means, as of any date, Tortoise
Notes theretofore issued by the Issuer except, without duplication, (i) any
Tortoise Notes theretofore canceled, redeemed or repurchased by the Issuer, or
delivered to the Trustee for cancellation or with respect to which the Issuer
has given notice of redemption and irrevocably deposited with the Paying Agent
sufficient funds to redeem such Tortoise Notes and (ii) any Tortoise Notes
represented by any certificate in lieu of which a new certificate has been
executed and delivered by the Issuer. Notwithstanding the foregoing, (A) in
connection with any Auction, any Series of Tortoise Notes as to which the Issuer
or any person known to the Auction Agent to be an Affiliate of the Issuer shall
be the Existing Holder thereof shall be disregarded and deemed not to be
Outstanding; and (B) for purposes of determining the Tortoise Notes Basic
Maintenance Amount, Tortoise Notes held by the Issuer shall be disregarded and
not deemed Outstanding but Tortoise Notes held by any Affiliate of the Issuer
shall be deemed Outstanding.

                  "PAYING AGENT" means __________________ unless and until
another entity appointed by a resolution of the Board of Directors enters into
an agreement with the Issuer to serve as paying agent, transfer agent,
registrar, and redemption agent with respect to the Tortoise Notes, which Paying
Agent may be the same as the Trustee or the Auction Agent.

                                       5
<PAGE>

                  "PERSON" or "PERSON" means and includes an individual, a
partnership, a trust, a company, an unincorporated association, a joint venture
or other entity or a government or any agency or political subdivision thereof.

                  "POTENTIAL BENEFICIAL OWNER," with respect to a series of
Tortoise Notes, shall mean a customer of a Broker-Dealer that is not a
Beneficial Owner of Tortoise Notes of such series but that wishes to purchase
Tortoise Notes of such series, or that is a Beneficial Owner of Tortoise Notes
of such series that wishes to purchase additional Tortoise Notes of such series.

                  "POTENTIAL HOLDER," with respect to Tortoise Notes of such
series, shall mean a Broker-Dealer (or any such other person as may be permitted
by the Company) that is not an Existing Holder of Tortoise Notes of such series
or that is an Existing Holder of Tortoise Notes of such series that wishes to
become the Existing Holder of additional Tortoise Notes of such series.

                  "RATE PERIOD" means, with respect to a Series of Tortoise
Notes, the period commencing on the Original Issue Date thereof and ending on
the date specified for such series on the Original Issue Date thereof and
thereafter, as to such series, the period commencing on the day following each
Rate Period for such series and ending on the day established for such series by
the Issuer.

                  "RATING AGENCY" means each of Fitch (if Fitch is then rating
Tortoise Notes), Moody's (if Moody's is then rating Tortoise Notes) and any
Other Rating Agency.

                  "RATING AGENCY GUIDELINES" mean Fitch Guidelines (if Fitch is
then rating Tortoise Notes), Moody's Guidelines (if Moody's is then rating
Tortoise Notes) and any Other Rating Agency Guidelines.

                   "REFERENCE RATE" means, with respect to the determination of
the Maximum Rate and Default Rate, the greater of (i) the applicable AA
Composite Commercial Paper Rate (for a Rate Period of fewer than 184 days) or
the applicable Treasury Index Rate (for a Rate Period of 184 days or more), or
(ii) the applicable LIBOR rate.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended
from time to time.

                  "SECURITIES DEPOSITORY" means The Depository Trust Company and
its successors and assigns or any successor securities depository selected by
the Issuer that agrees to follow the procedures required to be followed by such
securities depository in connection with the Tortoise Notes Series __ and Series
__.

                  "SELL ORDER" shall have the meaning specified in Appendix A
hereto.

                  "SPECIAL RATE PERIOD" means a Rate Period that is not a
Standard Rate Period.

                  "SPECIFIC REDEMPTION PROVISIONS" means, with respect to any
Special Rate Period of more than one year, either, or any combination of a
period (a "Non-Call Period") determined by the Board of Directors after
consultation with the Broker-Dealers, during which the Tortoise Notes subject to
such Special Rate Period are not subject to redemption at the option of the
Issuer consisting of a number of whole years as determined by the Board of
Directors after consultation with the Broker-Dealers, during each year of which
the Tortoise Notes subject to such Special Rate Period shall be redeemable at
the Issuer's option and/or in connection with any mandatory redemption at a
price equal to the principal amount plus accumulated but unpaid interest plus a
premium expressed as a percentage or percentages of $25,000 or expressed as a
formula using specified variables as determined by the Board of Directors after
consultation with the Broker-Dealers.

                                       6
<PAGE>

                  "STANDARD RATE PERIOD" means a Rate Period of 28 days.

                  "STATED MATURITY" with respect to Tortoise Notes Series __ and
Series ___, shall mean ___________, 2044 and __________, 2044, respectively.

                  "SUBMISSION DEADLINE" means 1:00 p.m., Eastern Standard time,
on any Auction Date or such other time on any Auction Date by which
Broker-Dealers are required to submit Orders to the Auction Agent as specified
by the Auction Agent from time to time.

                  "SUBMITTED BID" shall have the meaning specified in Appendix A
hereto.

                  "SUBMITTED HOLD ORDER" shall have the meaning specified in
Appendix A hereto.

                  "SUBMITTED ORDER" shall have the meaning specified in Appendix
A hereto.

                  "SUBMITTED SELL ORDER" shall have the meaning specified in
Appendix A hereto.

                  "SUFFICIENT CLEARING BIDS" shall have the meaning specified in
Appendix A hereto.

                  "TORTOISE NOTES BASIC MAINTENANCE AMOUNT" as of any Valuation
Date has the meaning set forth in the Rating Agency Guidelines.

                  "TORTOISE NOTES SERIES __ AND SERIES __" means the Series __
and Series __of the Tortoise Notes or any other Notes hereinafter designated as
Series __ and Series __ of the Tortoise Notes.

                  "TREASURY INDEX RATE" means the average yield to maturity for
actively traded marketable U.S. Treasury fixed interest rate securities having
the same number of 30-day periods to maturity as the length of the applicable
Rate Period, determined, to the extent necessary, by linear interpolation based
upon the yield for such securities having the next shorter and next longer
number of 30-day periods to maturity treating all Rate Periods with a length
greater than the longest maturity for such securities as having a length equal
to such longest maturity, in all cases based upon data set forth in the most
recent weekly statistical release published by the Board of Governors of the
Federal Reserve System (currently in H.15(519)); provided, however, if the most
recent such statistical release shall not have been published during the 15 days
preceding the date of computation, the foregoing computations shall be based
upon the average of comparable data as quoted to the Issuer by at least three
recognized dealers in U.S. Government securities selected by the Issuer.

                  "TRUSTEE" means BNY Midwest Trust Company N.A. or such other
person who is named as a trustee pursuant to the terms of the Indenture.

                  "VALUATION DATE" means every Friday, or, if such day is not a
Business Day, the next preceding Business Day; provided, however, that the first
Valuation Date may occur on any other date established by the Company; provided,
further, however, that such first Valuation Date shall be not more than one week
from the date on which Tortoise Notes Series __ and Series __ initially are
issued.

         SECTION 1.02 INTERPRETATION. References to sections, subsections,
clauses, sub-clauses, paragraphs and subparagraphs are to such sections,
subsections, clauses, sub-clauses, paragraphs and subparagraphs contained in
this supplemental indenture, as the case may be, unless specifically identified
otherwise.

         Words importing the masculine gender include the feminine gender. Words
importing persons include firms, associations and corporations. Words importing
the singular number include the plural

                                       7
<PAGE>

number and vice versa. Additional terms are defined in the body of this
Supplemental Indenture and the Appendices hereto.

         In the event that any term or provision contained herein with respect
to the Tortoise Notes shall conflict with or be inconsistent with any term or
provision contained in the Indenture, the terms and provisions of this
Supplemental Indenture shall govern.

                                   ARTICLE II

              NOTE DETAILS, FORM OF NOTES, REDEMPTION OF NOTES AND
                            USE OF PROCEEDS OF NOTES

        SECTION 2.01  GENERAL TERMS.

                  (a) Designation:

                           (i) Series __: A series of Notes having an aggregate
                  principal amount of $__________ , is designated "Series __
                  Tortoise Notes" ("Tortoise Notes Series __"). The principal
                  amount of the Tortoise Notes Series __ shall be due and
                  payable at the Stated Maturity. The initial Rate Period for
                  Tortoise Notes Series __ shall be the period from and
                  including the Original Issue Date thereof to but excluding
                  ___________, 2004. The Tortoise Notes Series __ shall have an
                  Applicable Rate for the initial Rate Period equal to __% per
                  annum and an initial Interest Payment Date of _________, 200_
                  . Thereafter, the Applicable Rate shall be determined in
                  accordance with the Auction Procedures set forth in Appendix A
                  hereto, until the Stated Maturity. The Tortoise Notes Series
                  __ shall have such other terms and conditions as are set forth
                  herein. The Tortoise Notes Series __ shall constitute a
                  separate series of Notes of the Issuer.

                           (ii) Series __: A series of Notes having an aggregate
                  principal amount of $__________ , is designated "Series __
                  Tortoise Notes" ("Tortoise Notes Series __"). The principal
                  amount of the Tortoise Notes Series __ shall be due and
                  payable at the Stated Maturity. The initial Rate Period for
                  Tortoise Notes Series __ shall be the period from and
                  including the Original Issue Date thereof to but excluding
                  ___________, 2004. The Tortoise Notes Series __ shall have an
                  Applicable Rate for the initial Rate Period equal to __% per
                  annum and an initial Interest Payment Date of _________, 200_
                  . Thereafter, the Applicable Rate shall be determined in
                  accordance with the Auction Procedures set forth in Appendix A
                  hereto, until the Stated Maturity. The Tortoise Notes Series
                  __ shall have such other terms and conditions as are set forth
                  herein. The Tortoise Notes Series __ shall constitute a
                  separate series of Notes of the Issuer.

                  (b) Subject to Section 2.03(i) hereof, the Board of Directors
         of the Issuer may, in the future, without further consent of the
         holders of the Tortoise Notes or the holders of shares of beneficial
         interest of the Issuer, authorize an increase in the aggregate
         principal amount of an Outstanding series of Tortoise Notes or the
         issuance of additional series of Tortoise Notes, with the same terms
         and conditions of the respective series herein described, except that
         the Applicable Rate for its initial Rate Period, its initial Interest
         Payment Date and any other changes in the terms herein set forth shall
         be as set forth in a supplemental indenture.

                  (c) The global securities representing Tortoise Notes, as
         described in paragraph (d) below, shall be in substantially the form
         set forth in Appendix B hereto, with such appropriate insertions,
         notations, legends and other variations as are required or permitted by
         the Indenture or any supplemental indenture. The Tortoise Notes and the
         rights and duties of the Issuer, the Trustee, any Paying Agent, the
         Holders thereof (and of the Securities of any other series), shall be
         subject to and governed by the Indenture (including as it has been
         amended and supplemented by this Supplemental Indenture and as it


                                       8
<PAGE>

         may be hereafter amended or supplemented by any supplemental indenture
         thereto pursuant to the applicable provisions thereof) insofar as the
         Indenture shall be applicable.

                  (d) Except as otherwise provided in this Section, the Tortoise
         Notes in the form of one global note for each series shall be
         registered in the name of the Securities Depository or its nominee and
         ownership thereof shall be maintained in book-entry form by the
         Securities Depository for the account of the Agent Members. Initially,
         each global note shall be registered in the name of Cede & Co., as the
         nominee of The Depository Trust Company. The global notes may be
         transferred, in whole but not in part, only to the Securities
         Depository or a nominee of the Securities Depository or to a successor
         Securities Depository selected or approved by the Issuer or to a
         nominee of such successor Securities Depository. Each global note shall
         bear a legend substantially to the following effect: "Except as
         otherwise provided in the Indenture, this global note may be
         transferred, in whole but not in part, only to another nominee of the
         Securities Depository (as defined in the Indenture) or to a successor
         Securities Depository or to a nominee of a successor Securities
         Depository."

        SECTION 2.02  INTEREST.

                  (a) The Holders of any Series of Tortoise Notes will bear
         interest on their Tortoise Notes at the Applicable Rate, determined as
         set forth in paragraph (c) of this Section 2.02, and no more, payable
         on the respective dates determined as set forth in paragraph (b) of
         this Section 2.02. Interest on the Outstanding Tortoise Notes of any
         series issued on the Original Issue Date shall accrue from the Original
         Issue Date.

                  (b) (i) Interest shall be payable, subject to subparagraph
         (b)(ii) of this Section 2.02, on each Series of Tortoise Notes, with
         respect to any Rate Period on the first Business Day following the last
         day of such Rate Period; provided, however, if the Rate Period is
         greater than 30 days then on a monthly basis on the first Business Day
         of each month within such Rate Period and on the Business Day following
         the last day of such Rate Period.

                           (ii) If a day for payment of interest resulting from
                  the application of subparagraph (b)(i) above is not a Business
                  Day, then (A) the Interest Payment Date shall be the first
                  Business Day following such day for payment of interest in the
                  case of a Series of Tortoise Notes designated as "Series
                  [___]" or "Series [___]" or (B) the Interest Payment Date
                  shall be the first Business Day that falls prior to such day
                  for payment of interest in the case of a Series of Tortoise
                  Notes designated as "Series [___]" or "Series [___]."

                           (iii) The Issuer shall pay to the Paying Agent not
                  later than 3:00 p.m., New York City time, on the Business Day
                  next preceding each Interest Payment Date for each Series of
                  Tortoise Notes, an aggregate amount of funds available on the
                  next Business Day in the City of New York, New York, equal to
                  the interest to be paid to all Holders of such Tortoise Notes
                  on such Interest Payment Date. The Issuer shall not be
                  required to establish any reserves for the payment of
                  interest.

                           (iv) All moneys paid to the Paying Agent for the
                  payment of interest shall be held in trust for the payment of
                  such interest by the Paying Agent for the benefit of the
                  Holders specified in subparagraph (b)(v) of this Section 2.02.
                  Any moneys paid to the Paying Agent in accordance with the
                  foregoing but not applied by the Paying Agent to the payment
                  of interest, including interest earned on such moneys, will,
                  to the extent permitted by law, be repaid to the Issuer at the
                  end of 90 days from the date on which such moneys were to have
                  been so applied.

                           (v) Each interest payment on a Series of Tortoise
                  Notes shall be paid on the Interest Payment Date therefor to
                  the Holders of that series as their names appear on the
                  security

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<PAGE>

                  ledger or security records of the Issuer on the Business Day
                  next preceding such Interest Payment Date. Interest in arrears
                  for any past Rate Period may be paid at any time, without
                  reference to any regular Interest Payment Date, to the Holders
                  as their names appear on the books or records of the Issuer on
                  such date, not exceeding 15 days preceding the payment date
                  thereof, as may be fixed by the Board of Directors. No
                  interest will be payable in respect of any Interest Payment or
                  payments which may be in arrears.

                  (c) (i) The interest rate on Outstanding Tortoise Notes of
         each Series during the period from and after the Original Issue Date to
         and including the last day of the initial Rate Period therefor shall be
         equal to the rate per annum set forth under Section 2.01(a) above. For
         each subsequent Rate Period with respect to the Tortoise Notes
         Outstanding thereafter, the interest rate shall be equal to the rate
         per annum that results from an Auction; provided, however, that if an
         Auction for any subsequent Rate Period of a Series of Tortoise Notes is
         not held for any reason or if Sufficient Clearing Bids have not been
         made in an Auction (other than as a result of all Series of Tortoise
         Notes being the subject of Submitted Hold Orders), then the interest
         rate on a Series of Tortoise Notes for any such Rate Period shall be
         the Maximum Rate (except (i) during a Default Period when the interest
         rate shall be the Default Rate, as set forth in Section 2.02(c)(ii)
         below) or (ii) after a Default Period and prior to the beginning of the
         next Rate Period when the interest rate shall be the No Auction Rate at
         the close of business on the last day of such Default Period). The All
         Hold Rate will apply automatically following an Auction in which all of
         the Outstanding Series of Tortoise Notes are subject (or are deemed to
         be subject) to Hold Orders. The rate per annum at which interest is
         payable on a Series of Tortoise Notes as determined pursuant to this
         Section 2(c)(i) shall be the "Applicable Rate."

                           (ii) Subject to the cure provisions below, a "Default
                  Period" with respect to a particular Series will commence on
                  any date the Issuer fails to deposit irrevocably in trust in
                  same-day funds, with the Paying Agent by 12:00 noon, New York
                  City time, (A) the full amount of any redemption price (the
                  "Redemption Price") payable on the date fixed for redemption
                  (the "Redemption Date") (a "Redemption Default," which shall
                  constitute an Event of Default pursuant to Section 5.1(7) of
                  the Original Indenture) or (B) the full amount of any accrued
                  interest on that Series payable on the Interest Payment Date
                  (an "Interest Default" and together with an Redemption
                  Default, hereinafter referred to as "Default"). Subject to the
                  cure provisions of Section 2(c)(iii) below, a Default Period
                  with respect to an Interest Default or a Redemption Default
                  shall end on the Business Day on which, by 12:00 noon, New
                  York City time, all unpaid interest and any unpaid Redemption
                  Price shall have been deposited irrevocably in trust in
                  same-day funds with the Paying Agent. In the case of an
                  Interest Default, the Applicable Rate for each Rate Period
                  commencing during a Default Period will be equal to the
                  Default Rate, and each subsequent Rate Period commencing after
                  the beginning of a Default Period shall be a Standard Rate
                  Period; provided, however, that the commencement of a Default
                  Period will not by itself cause the commencement of a new Rate
                  Period. No Auction shall be held during a Default Period with
                  respect to an Interest Default applicable to that Series of
                  Tortoise Notes.

                           (iii) No Default Period with respect to an Interest
                  Default or Redemption Default shall be deemed to commence if
                  the amount of any interest or any Redemption Price due (if
                  such default is not solely due to the willful failure of the
                  Issuer) is deposited irrevocably in trust, in same-day funds
                  with the Paying Agent by 12:00 noon, New York City time within
                  three Business Days after the applicable Interest Payment Date
                  or Redemption Date, together with an amount equal to the
                  Default Rate applied to the amount of such non-payment based
                  on the actual number of days comprising such period divided by
                  360 for each Series. The Default Rate shall be equal to the
                  Reference Rate multiplied by three (3).

                                       10
<PAGE>

                           (iv) The amount of interest per Tortoise Note payable
                  on each Interest Payment Date of each Rate Period of less than
                  one (1) year (or in respect of interest on another date in
                  connection with a redemption during such Rate Period) shall be
                  computed by multiplying the Applicable Rate (or the Default
                  Rate) for such Rate Period (or a portion thereof) by a
                  fraction, the numerator of which will be the number of days in
                  such Rate Period (or portion thereof) that such Tortoise Notes
                  were outstanding and for which the Applicable Rate or the
                  Default Rate was applicable and the denominator of which will
                  be 360, multiplying the amount so obtained by $25,000, and
                  rounding the amount so obtained to the nearest cent. During
                  any Rate Period of one (1) year or more, the amount of
                  interest per Tortoise Note payable on any Interest Payment
                  Date (or in respect of interest on another date in connection
                  with a redemption during such Rate Period) shall be computed
                  as described in the preceding sentence.

                  (d) Any Interest Payment made on any Series of Tortoise Notes
         shall first be credited against the earliest accrued but unpaid
         interest due with respect to such Series.

        SECTION 2.03  REDEMPTION.

                  (a) (i) After the initial Rate Period, subject to the
         provisions of this Section 2.03 and to the extent permitted under the
         1940 Act, the Issuer may, at its option, redeem in whole or in part out
         of funds legally available therefor a series of Tortoise Notes herein
         designated as (A) having a Rate Period of one year or less, on the
         Business Day after the last day of such Rate Period by delivering a
         notice of redemption not less than 15 days and not more than 40 days
         prior to the date fixed for such redemption, at a redemption price
         equal to the aggregate principal amount, plus an amount equal to
         accrued but unpaid interest thereon (whether or not earned) to the date
         fixed for redemption ("Redemption Price"), or (B) having a Rate Period
         of more than one year, on any Business Day prior to the end of the
         relevant Rate Period by delivering a notice of redemption not less than
         15 days and not more than 40 days prior to the date fixed for such
         redemption, at the Redemption Price, plus a redemption premium, if any,
         determined by the Board of Directors after consultation with the
         Broker-Dealers and set forth in any applicable Specific Redemption
         Provisions at the time of the designation of such Rate Period as set
         forth in Section 2.04 hereof; provided, however, that during a Rate
         Period of more than one year no series of Tortoise Notes will be
         subject to optional redemption except in accordance with any Specific
         Redemption Provisions approved by the Board of Directors after
         consultation with the Broker-Dealers at the time of the designation of
         such Rate Period. Notwithstanding the foregoing, the Issuer shall not
         give a notice of or effect any redemption pursuant to this Section
         2.03(a)(i) unless, on the date on which the Issuer intends to give such
         notice and on the date of redemption (a) the Issuer has available
         certain Deposit Securities with maturity or tender dates not later than
         the day preceding the applicable redemption date and having a value not
         less than the amount (including any applicable premium) due to Holders
         of a series of Tortoise Notes by reason of the redemption of such
         Tortoise Notes on such date fixed for the redemption and (b) the Issuer
         would have Eligible Assets with an aggregate Discounted Value at least
         equal the Tortoise Notes Basic Maintenance Amount immediately
         subsequent to such redemption, if such redemption were to occur on such
         date, it being understood that the provisions of paragraph (d) of this
         Section 2.03 shall be applicable in such circumstances in the event the
         Issuer makes the deposit and takes the other action required thereby.

                           (ii) If the Issuer fails to maintain, as of any
                  Valuation Date, Eligible Assets with an aggregate Discounted
                  Value at least equal to the Tortoise Notes Basic Maintenance
                  Amount or, as of the last Business Day of any month, the 1940
                  Act Tortoise Notes Asset Coverage, and such failure is not
                  cured within ten Business Days following such Valuation Date
                  in the case of a failure to maintain the Tortoise Notes Basic
                  Maintenance Amount or on the last Business Day of the
                  following month in the case of a failure to maintain the 1940
                  Act Tortoise Notes Asset Coverage as of such last Business Day
                  (each an "Asset Coverage Cure Date"), the

                                       11
<PAGE>

                  Tortoise Notes will be subject to mandatory redemption out of
                  funds legally available therefor. The aggregate principal
                  amount of Tortoise Notes to be redeemed in such circumstances
                  will be equal to the lesser of (A) the minimum principal
                  amount of Tortoise Notes the redemption of which, if deemed to
                  have occurred immediately prior to the opening of business on
                  the relevant Asset Coverage Cure Date, would result in the
                  Issuer having Eligible Assets with an aggregate Discounted
                  Value at least equal to the Tortoise Notes Basic Maintenance
                  Amount, or sufficient to satisfy 1940 Act Tortoise Notes Asset
                  Coverage, as the case may be, in either case as of the
                  relevant Asset Coverage Cure Date (provided that, if there is
                  no such minimum principal amount of Tortoise Notes the
                  redemption of which would have such result, all Tortoise Notes
                  then Outstanding will be redeemed), and (B) the maximum
                  principal amount of Tortoise Notes that can be redeemed out of
                  funds expected to be available therefor on the Mandatory
                  Redemption Date at the Mandatory Redemption Price set forth in
                  subparagraph (a)(iii) of this Section 2.03.

                           (iii) In determining the Tortoise Notes required to
                  be redeemed in accordance with the foregoing Section
                  2.03(a)(ii), the Issuer shall allocate the aggregate principal
                  amount of Tortoise Notes required to be redeemed to satisfy
                  the Tortoise Notes Basic Maintenance Amount or the 1940 Act
                  Tortoise Notes Asset Coverage, as the case may be, pro rata
                  among the Holders of Tortoise Notes in proportion to the
                  aggregate principal amount of Tortoise Notes they hold, by lot
                  or by such other method as the Issuer shall deem equitable,
                  subject to the further provisions of this subparagraph (iii).
                  The Issuer shall effect any required mandatory redemption
                  pursuant to subparagraph (a)(ii) of this Section 2.03 no later
                  than 40 days after the Asset Coverage Cure Date (the
                  "Mandatory Redemption Date"), except that if the Issuer does
                  not have funds legally available for the redemption of, or is
                  not otherwise legally permitted to redeem, the aggregate
                  principal amount of Tortoise Notes which would be required to
                  be redeemed by the Issuer under clause (A) of subparagraph
                  (a)(ii) of this Section 2.03 if sufficient funds were
                  available, or the Issuer otherwise is unable to effect such
                  redemption on or prior to such Mandatory Redemption Date, the
                  Issuer shall redeem those Tortoise Notes, and other Notes, on
                  the earliest practicable date on which the Issuer will have
                  such funds available, upon notice pursuant to Section 2.03(b)
                  to record owners of the Tortoise Notes to be redeemed and the
                  Paying Agent. The Issuer will deposit with the Paying Agent
                  funds sufficient to redeem the specified aggregate principal
                  amount of Tortoise Notes with respect to a redemption required
                  under subparagraph (a)(ii) of this Section 2.03, by 1:00 p.m.,
                  New York City time, of the Business Day immediately preceding
                  the Mandatory Redemption Date. If fewer than all of the
                  Outstanding Tortoise Notes are to be redeemed pursuant to this
                  Section 2.03(a)(iii), the aggregate principal amount of
                  Tortoise Notes to be redeemed shall be redeemed pro rata from
                  the Holders of such Tortoise Notes in proportion to the
                  aggregate principal amount of such Tortoise Note held by such
                  Holders, by lot or by such other method as the Issuer shall
                  deem fair and equitable, subject, however, to the terms of any
                  applicable Specific Redemption Provisions. "Mandatory
                  Redemption Price" means the Redemption Price plus (in the case
                  of a Rate Period of one year or more only) a redemption
                  premium, if any, determined by the Board of Directors after
                  consultation with the Broker-Dealers and set forth in any
                  applicable Specific Redemption Provisions.

                  (b) In the event of a redemption pursuant to Section 2.03(a),
         the Issuer will file a notice of its intention to redeem with the
         Commission so as to provide at least the minimum notice required under
         Rule 23c-2 under the 1940 Act or any successor provision. In addition,
         the Issuer shall deliver a notice of redemption to the Auction Agent
         and the Trustee (the "Notice of Redemption") containing the information
         set forth below (i) in the case of an optional redemption pursuant to
         subparagraph (a)(i) above, one Business Day prior to the giving of
         notice to the Holders and (ii) in the case of a mandatory redemption
         pursuant to subparagraph (a)(ii) above, on or prior to the 30th day
         preceding the Mandatory Redemption Date. The Trustee will use its
         reasonable efforts to provide notice to each Holder of Tortoise Notes
         called for redemption by electronic or other reasonable means not later

                                       12
<PAGE>

         than the close of business on the Business Day immediately following
         the day on which the Trustee determines the Tortoise Notes to be
         redeemed (or, during a Default Period with respect to such Tortoise
         Notes, not later than the close of business on the Business Day
         immediately following the day on which the Trustee receives Notice of
         Redemption from the Issuer) The Trustee shall confirm such notice in
         writing not later than the close of business on the third Business Day
         preceding the date fixed for redemption by providing the Notice of
         Redemption to each Holder of Tortoise Notes called for redemption, the
         Paying Agent (if different from the Trustee) and the Securities
         Depository. Notice of Redemption will be addressed to the registered
         owners of each Series of Tortoise Notes at their addresses appearing on
         the books or records of the Issuer. Such Notice of Redemption will set
         forth (i) the date fixed for redemption, (ii) the principal amount and
         identity of Tortoise Notes to be redeemed, (iii) the redemption price
         (specifying the amount of accrued interest to be included therein),
         (iv) that interest on the Tortoise Notes to be redeemed will cease to
         accrue on such date fixed for redemption, and (v) the provision under
         which redemption shall be made. No defect in the Notice of Redemption
         or in the transmittal or mailing thereof will affect the validity of
         the redemption proceedings, except as required by applicable law. If
         fewer than all Tortoise Notes held by any Holder are to be redeemed,
         the Notice of Redemption mailed to such Holder shall also specify the
         principal amount of Tortoise Notes to be redeemed from such Holder.

                  (c) Notwithstanding the provisions of paragraph (a) of this
         Section 2.03, no Tortoise Notes may be redeemed unless all interest on
         the Outstanding Tortoise Notes and all Notes of the Issuer ranking on a
         parity with the Tortoise Notes, have been or are being
         contemporaneously paid or set aside for payment; provided, however,
         that the foregoing shall not prevent the purchase or acquisition of all
         Outstanding Tortoise Notes pursuant to the successful completion of an
         otherwise lawful purchase or exchange offer made on the same terms to,
         and accepted by, Holders of all Outstanding Tortoise Notes.

                  (d) Upon the deposit of funds sufficient to redeem any
         Tortoise Notes with the Paying Agent and the giving of the Notice of
         Redemption to the Trustee under paragraph (b) of this Section 2.03,
         interest on such Tortoise Notes shall cease to accrue and such Tortoise
         Notes shall no longer be deemed to be Outstanding for any purpose
         (including, without limitation, for purposes of calculating whether the
         Issuer has maintained the requisite Tortoise Notes Basic Maintenance
         Amount or the 1940 Act Tortoise Notes Asset Coverage), and all rights
         of the holder of the Tortoise Notes so called for redemption shall
         cease and terminate, except the right of such holder to receive the
         redemption price specified herein, but without any interest or other
         additional amount. Such redemption price shall be paid by the Paying
         Agent to the nominee of the Securities Depository. The Issuer shall be
         entitled to receive from the Paying Agent, promptly after the date
         fixed for redemption, any cash deposited with the Paying Agent in
         excess of (i) the aggregate redemption price of the Tortoise Notes
         called for redemption on such date and (ii) such other amounts, if any,
         to which Holders of the Tortoise Notes called for redemption may be
         entitled. Any funds so deposited that are unclaimed at the end of two
         years from such redemption date shall, to the extent permitted by law,
         be paid to the Issuer, after which time the Holders of Tortoise Notes
         so called for redemption may look only to the Issuer for payment of the
         redemption price and all other amounts, if any, to which they may be
         entitled. The Issuer shall be entitled to receive, from time to time
         after the date fixed for redemption, any interest earned on the funds
         so deposited.

                  (e) To the extent that any redemption for which Notice of
         Redemption has been given is not made by reason of the absence of
         legally available funds therefor, or is otherwise prohibited, such
         redemption shall be made as soon as practicable to the extent such
         funds become legally available or such redemption is no longer
         otherwise prohibited. Failure to redeem any Series of Tortoise Notes
         shall be deemed to exist at any time after the date specified for
         redemption in a Notice of Redemption when the Issuer shall have failed,
         for any reason whatsoever, to deposit in trust with the Paying Agent
         the redemption price with respect to any Tortoise Notes for which such
         Notice of Redemption has been given. Notwithstanding the fact that the
         Issuer may not have redeemed any Tortoise Notes for which a

                                       13
<PAGE>

         Notice of Redemption has been given, interest may be paid on a Series
         of Tortoise Notes and shall include those Tortoise Notes for which
         Notice of Redemption has been given but for which deposit of funds has
         not been made.

                  (f) All moneys paid to the Paying Agent for payment of the
         redemption price of any Tortoise Notes called for redemption shall be
         held in trust by the Paying Agent for the benefit of holders of
         Tortoise Notes to be redeemed.

                  (g) So long as any Tortoise Notes are held of record by the
         nominee of the Securities Depository, the redemption price for such
         Tortoise Notes will be paid on the date fixed for redemption to the
         nominee of the Securities Depository for distribution to Agent Members
         for distribution to the persons for whom they are acting as agent.

                  (h) Except for the provisions described above, nothing
         contained herein limits any right of the Issuer to purchase or
         otherwise acquire any Tortoise Notes outside of an Auction at any
         price, whether higher or lower than the price that would be paid in
         connection with an optional or mandatory redemption, so long as, at the
         time of any such purchase, there is no arrearage in the payment of
         interest on, or the mandatory or optional redemption price with respect
         to, any series of Tortoise Notes for which Notice of Redemption has
         been given and the Issuer is in compliance with the 1940 Act Tortoise
         Notes Asset Coverage and has Eligible Assets with an aggregate
         Discounted Value at least equal to the Tortoise Notes Basic Maintenance
         Amount after giving effect to such purchase or acquisition on the date
         thereof. If fewer than all the Outstanding Tortoise Notes of any series
         are redeemed or otherwise acquired by the Issuer, the Issuer shall give
         notice of such transaction to the Trustee, in accordance with the
         procedures agreed upon by the Board of Directors.

                  (i) The Board of Directors may, without further consent of the
         holders of the Tortoise Notes or the holders of shares of capital stock
         of the Issuer, authorize, create or issue any class or series of Notes,
         including other series of Tortoise Notes, ranking prior to or on a
         parity with the Tortoise Notes to the extent permitted by the 1940 Act,
         if, upon issuance, either (A) the net proceeds from the sale of such
         Notes (or such portion thereof needed to redeem or repurchase the
         Outstanding Tortoise Notes) are deposited with the Trustee in
         accordance with Section 2.03(d), Notice of Redemption as contemplated
         by Section 2.03(b) has been delivered prior thereto or is sent promptly
         thereafter, and such proceeds are used to redeem all Outstanding
         Tortoise Notes or (B) the Issuer would meet the 1940 Act Tortoise Notes
         Asset Coverage, the Tortoise Notes Basic Maintenance Amount and the
         requirements of Section 2.08 hereof.

        SECTION 2.04  DESIGNATION OF RATE PERIOD.

                  (a) The initial Rate Period for each series of Tortoise Notes
         is as set forth under "Designation" above. The Issuer will designate
         the duration of subsequent Rate Periods of each series of Tortoise
         Notes; provided, however, that no such designation is necessary for a
         Standard Rate Period and, provided further, that any designation of a
         Special Rate Period shall be effective only if (i) notice thereof shall
         have been given as provided herein, (ii) any failure to pay in a timely
         manner to the Trustee the full amount of any interest on, or the
         redemption price of, Tortoise Notes shall have been cured as provided
         above, (iii) Sufficient Clearing Bids shall have existed in an Auction
         held on the Auction Date immediately preceding the first day of such
         proposed Special Rate Period, (iv) if the Issuer shall have mailed a
         Notice of Redemption with respect to any Tortoise Notes, the redemption
         price with respect to such Tortoise Notes shall have been deposited
         with the Paying Agent, and (v) in the case of the designation of a
         Special Rate Period, the Issuer has confirmed that as of the Auction
         Date next preceding the first day of such Special Rate Period, it has
         Eligible Assets with an aggregate Discounted Value at least equal to
         the Tortoise Notes Basic Maintenance Amount, and the Issuer has
         consulted with the

                                       14
<PAGE>

         Broker-Dealers and has provided notice of such designation and
         otherwise complied with the Rating Agency Guidelines.

                  (b) If the Issuer proposes to designate any Special Rate
         Period, not fewer than 7 (or two Business Days in the event the
         duration of the Rate Period prior to such Special Rate Period is fewer
         than 8 days) nor more than 30 Business Days prior to the first day of
         such Special Rate Period, notice shall be (i) made by press release and
         (ii) communicated by the Issuer by telephonic or other means to the
         Trustee and confirmed in writing promptly thereafter. Each such notice
         shall state (A) that the Issuer proposes to exercise its option to
         designate a succeeding Special Rate Period, specifying the first and
         last days thereof and (B) that the Issuer will by 3:00 p.m., New York
         City time, on the second Business Day next preceding the first day of
         such Special Rate Period, notify the Auction Agent and the Trustee, who
         will promptly notify the Broker-Dealers, of either (x) its
         determination, subject to certain conditions, to proceed with such
         Special Rate Period, subject to the terms of any Specific Redemption
         Provisions, or (y) its determination not to proceed with such Special
         Rate Period, in which latter event the succeeding Rate Period shall be
         a Standard Rate Period.

         No later than 3:00 p.m., New York City time, on the second Business Day
next preceding the first day of any proposed Special Rate Period, the Issuer
shall deliver to the Auction Agent and Trustee, who will promptly deliver to the
Broker-Dealers and Existing Holders, either:

                           (i) a notice stating (A) that the Issuer has
                  determined to designate the next succeeding Rate Period as a
                  Special Rate Period, specifying the first and last days
                  thereof and (B) the terms of any Specific Redemption
                  Provisions; or

                           (ii) a notice stating that the Issuer has determined
                  not to exercise its option to designate a Special Rate Period.

If the Issuer fails to deliver either such notice with respect to any
designation of any proposed Special Rate Period to the Auction Agent or is
unable to make the confirmation provided in clause (v) of Paragraph (a) of this
Section 2.04 by 3:00 p.m., New York City time, on the second Business Day next
preceding the first day of such proposed Special Rate Period, the Issuer shall
be deemed to have delivered a notice to the Auction Agent with respect to such
Rate Period to the effect set forth in clause (ii) above, thereby resulting in a
Standard Rate Period.

         SECTION 2.05 RESTRICTIONS ON TRANSFER. Tortoise Notes may be
transferred only (a) pursuant to an order placed in an Auction, (b) to or
through a Broker-Dealer or (c) to the Issuer or any Affiliate. Notwithstanding
the foregoing, a transfer other than pursuant to an Auction will not be
effective unless the selling Existing Holder or the Agent Member of such
Existing Holder, in the case of an Existing Holder whose Tortoise Notes are
listed in its own name on the books of the Auction Agent, or the Broker-Dealer
or Agent Member of such Broker-Dealer, in the case of a transfer between persons
holding Tortoise Notes through different Broker-Dealers, advises the Auction
Agent of such transfer. The certificates representing the Tortoise Notes issued
to the Securities Depository will bear legends with respect to the restrictions
described above and stop-transfer instructions will be issued to the Transfer
Agent and/or Registrar.

         SECTION 2.06 1940 ACT TORTOISE NOTES ASSET COVERAGE. The Issuer shall
maintain, as of the last Business Day of each month in which any Tortoise Notes
are Outstanding, asset coverage with respect to the Tortoise Notes which is
equal to or greater than the 1940 Act Tortoise Notes Asset Coverage; provided,
however, that Section 2.03(a)(ii) shall be the sole remedy in the event the
Issuer fails to do so.

                                       15
<PAGE>

         SECTION 2.07 TORTOISE NOTES BASIC MAINTENANCE AMOUNT. So long as the
Tortoise Notes are Outstanding and any Rating Agency is then rating the Tortoise
Notes, the Issuer shall maintain, as of each Valuation Date, Eligible Assets
having an aggregate Discounted Value equal to or greater than the Tortoise Notes
Basic Maintenance Amount; provided, however, that Section 2.03(a)(ii) shall be
the sole remedy in the event the Issuer fails to do so.

         SECTION 2.08 CERTAIN OTHER RESTRICTIONS.

                  (a) For so long as any Tortoise Notes are Outstanding and any
         Rating Agency is then rating the Tortoise Notes, the Issuer will not
         engage in certain proscribed transactions set forth in the Rating
         Agency Guidelines, unless it has received written confirmation from
         each such Rating Agency that proscribes the applicable transaction in
         its Rating Agency Guidelines that any such action would not impair the
         rating then assigned by such Rating Agency to a Series of Tortoise
         Notes.

                  (b) For so long as any Tortoise Notes are Outstanding, the
         Issuer will not declare, pay or set apart for payment any dividend or
         other distribution (other than a dividend or distribution paid in
         shares of, or options, warrants or rights to subscribe for or purchase,
         common shares or other shares of capital stock of the Issuer) upon any
         class of shares of capital stock of the Issuer, unless, in every such
         case, immediately after such transaction, the 1940 Act Tortoise Notes
         Asset Coverage would be achieved after deducting the amount of such
         dividend, distribution, or purchase price, as the case may be;
         provided, however, that dividends may be declared upon any preferred
         shares of capital stock of the Issuer if the Tortoise Notes and any
         other senior securities representing indebtedness of the Issuer have an
         asset coverage of at least 200% at the time of declaration thereof,
         after deducting the amount of such dividend.

                  (c) A declaration of a dividend or other distribution on or
         purchase or redemption of any common or preferred shares of capital
         stock of the Issuer is prohibited (i) at any time that an Event of
         Default under the Indenture has occurred and is continuing, (ii) if
         after giving effect to such declaration, the Issuer would not have
         Eligible Assets with an aggregate Discounted Value at least equal to
         the Tortoise Notes Basic Maintenance Amount or the 1940 Act Tortoise
         Notes Asset Coverage, or (iii) the Issuer has not redeemed the full
         amount of Tortoise Notes required to be redeemed by any provisions for
         mandatory redemption contained herein.

         SECTION 2.09 COMPLIANCE PROCEDURES FOR ASSET MAINTENANCE TESTS. For so
long as any Tortoise Notes are Outstanding and any Rating Agency is then rating
such Tortoise Notes:

                  (a) As of each Valuation Date, the Issuer shall determine in
         accordance with the procedures specified herein (i) the Market Value of
         each Eligible Asset owned by the Issuer on that date, (ii) the
         Discounted Value of each such Eligible Asset using the Discount
         Factors, (iii) whether the Tortoise Notes Basic Maintenance Amount is
         met as of that date, (iv) the value of the total assets of the Issuer,
         less all liabilities, and (v) whether the 1940 Act Tortoise Notes Asset
         Coverage is met as of that date.

                  (b) Upon any failure to maintain the required Tortoise Notes
         Basic Maintenance Amount or 1940 Act Tortoise Notes Asset Coverage on
         any Valuation Date, the Issuer may use reasonable commercial efforts
         (including, without limitation, altering the composition of its
         portfolio, purchasing Tortoise Notes outside of an Auction or in the
         event of a failure to file a Rating Agency Certificate (as defined
         below) on a timely basis, submitting the requisite Rating Agency
         Certificate) to re-attain (or certify in the case of a failure to file
         on a timely basis, as the case may be) the required Tortoise Notes
         Basic Maintenance Amount or 1940 Act Tortoise Notes Asset Coverage on
         or prior to the Asset Coverage Cure Date.

                                       16
<PAGE>

                  (c) Compliance with the Tortoise Notes Basic Maintenance
         Amount and 1940 Act Tortoise Notes Asset Coverage tests shall be
         determined with reference to those Tortoise Notes which are deemed to
         be Outstanding hereunder.

                  (d) The Issuer shall deliver to each Rating Agency which is
         then rating Tortoise Notes and any other party specified in the Rating
         Agency Guidelines all certificates that are set forth in the respective
         Rating Agency Guidelines regarding 1940 Act Tortoise Notes Asset
         Coverage, Tortoise Notes Basic Maintenance Amount and/or related
         calculations at such times and containing such information as set forth
         in the respective Rating Agency Guidelines (each, a "Rating Agency
         Certificate").

                  (e) In the event that any Rating Agency Certificate is not
         delivered within the time periods set forth in the Rating Agency
         Guidelines, the Issuer shall be deemed to have failed to maintain the
         Tortoise Notes Basic Maintenance Amount or the 1940 Act Tortoise Notes
         Asset Coverage, as the case may be, on such Valuation Date for purposes
         of Section 2.09(b). In the event that any Rating Agency Certificate
         with respect to an applicable Asset Coverage Cure Date is not delivered
         within the time periods set forth in the Rating Agency Guidelines, the
         Issuer shall be deemed to have failed to have Eligible Assets with an
         aggregate Discounted Value at least equal to the Tortoise Notes Basic
         Maintenance Amount or to meet the 1940 Tortoise Notes Asset Coverage,
         as the case may be, as of the related Valuation Date, and such failure
         shall be deemed not to have been cured as of such Asset Coverage Cure
         Date for purposes of the mandatory redemption provisions.

         SECTION 2.10 DELIVERY OF NOTES. Upon the execution and delivery of this
Supplemental Indenture, the Issuer shall execute and deliver to the Trustee and
the Trustee shall authenticate the Tortoise Notes and deliver them to The
Depository Trust Company and as hereinafter in this Section provided.

         Prior to the delivery by the Trustee of any of the Tortoise Notes,
there shall have been filed with or delivered to the Trustee the following:

                  (a) A resolution duly adopted by the Issuer, certified by the
         Secretary or other Authorized Officer thereof, authorizing the
         execution and delivery of this Supplemental Indenture and the issuance
         of the Tortoise Notes.

                  (b) Duly executed copies of this Supplemental Indenture and a
         copy of the Indenture.

                  (c) Rating letters from each Rating Agency rating the Tortoise
         Notes.

                  (d) An opinion of Counsel pursuant to Sections 303 and 903 of
         the Original Indenture.

         SECTION 2.11 TRUSTEE'S AUTHENTICATION CERTIFICATE. The Trustee's
authentication certificate upon the Tortoise Notes shall be substantially in the
forms provided in Appendix C hereto. No Tortoise Note shall be secured hereby or
entitled to the benefit hereof, or shall be valid or obligatory for any purpose,
unless a certificate of authentication, substantially in such form, has been
duly executed by the Trustee; and such certificate of the Trustee upon any
Tortoise Note shall be conclusive evidence and the only competent evidence that
such Bond has been authenticated and delivered hereunder. The Trustee's
certificate of authentication shall be deemed to have been duly executed by it
if manually signed by an authorized officer of the Trustee, but it shall not be
necessary that the same person sign the certificate of authentication on all of
the Tortoise Notes issued hereunder.

                                       17
<PAGE>

                                  ARTICLE III

                               GENERAL PROVISIONS

         SECTION 3.01 TRUSTEE AS AUCTION AGENT. The Trustee shall serve as
Auction Agent unless and until another commercial bank, trust company or other
financial institution appointed by a resolution of the Board of Directors enters
into an agreement with the Issuer to serve as Auction Agent.

         SECTION 3.02 TRUSTEE AS PAYING AGENT. The Trustee shall serve as Paying
Agent unless and until another entity appointed by a resolution of the Board of
Directors enters into an agreement with the Issuer to serve as Paying Agent.

         SECTION 3.03 DATE OF EXECUTION. This Supplemental Indenture for
convenience and for the purpose of reference is dated as of June [__], 2004.

         SECTION 3.04 LAWS GOVERNING. It is the intent of the parties hereto
that this Supplemental Indenture shall in all respects be governed by the laws
of the State of New York. The parties agree that all actions and proceedings
arising out of this Indenture or any of the transactions contemplated hereby
shall be brought in the County of New York and, in connection with any such
action or proceeding, submit to the jurisdiction of, and venue in, such County.
Each of the parties hereto also irrevocably waives all right to trial by jury in
any action, proceeding or counterclaim arising out of this Indenture or the
transactions contemplated hereby.

         SECTION 3.05 SEVERABILITY. Of any covenant, agreement, waiver, or part
thereof in this Supplemental Indenture contained be forbidden by any pertinent
law or under any pertinent law be effective to render this Supplemental
Indenture invalid or unenforceable or to impair the lien hereof, then each such
covenant, agreement, waiver, or part thereof shall itself be and is hereby
declared to be wholly ineffective, and this Supplemental Indenture shall be
construed as if the same were not included herein.

         SECTION 3.06 EXHIBITS. The terms of the Exhibits attached to this
Supplemental Indenture are incorporated herein in all particulars.

                                   ARTICLE IV

                           APPLICABILITY OF INDENTURE

         The provisions of the Indenture are hereby ratified, approved and
confirmed, except as otherwise expressly modified by this Supplemental
Indenture. The representations, warranties and covenants contained in the
Indenture (except as expressly modified herein) are hereby reaffirmed with the
same force and effect as if fully set forth herein and made again as of the date
hereof.

                                       18
<PAGE>

         IN WITNESS WHEREOF, the Issuer has caused this Supplemental Indenture
to be executed in its corporate name and behalf by the Secretary, and the
Trustee, to evidence its acceptance of the trusts hereby created, has caused
this Supplemental Indenture to be executed in its corporate name and behalf, all
in multiple counterparts, each of which shall be deemed an original, and the
Issuer and the Trustee have caused this Supplemental Indenture to be dated as of
the date herein above first shown, although actually executed on the dates shown
in the acknowledgments hereafter appearing. The Issuer's Articles of
Incorporation is on file with the Secretary of State of the State of Maryland,
and said officers of the Issuer have executed this Supplemental Indenture as
officers and not individually, and the obligations and rights set forth in this
Supplemental Indenture are not binding upon any such officers, or the Board of
Directors or shareholders of the Fund, individually, but are binding only upon
the assets and property of the Issuer.

                                           TORTOISE ENERGY INFRASTRUCTURE
                                           CORPORATION

                                           By:_________________________________
                                             [_____________]
                                              _________________________________


                                           BNY MIDWEST TRUST COMPANY N.A.,
                                           AS TRUSTEE


                                           By:_________________________________
                                              [_____________]
                                              _________________________________


                                       19

<PAGE>

                                   APPENDIX A

                               AUCTION PROCEDURES

         1. Orders.

         (a) Prior to the Submission Deadline on each Auction Date for a series
of Tortoise Notes:

                  (i) each Beneficial Owner of Tortoise Notes of such series may
         submit to its Broker-Dealer information as to:

                           (A) the principal amount of Outstanding Tortoise
                  Notes, if any, of such series held by such Beneficial Owner
                  which such Beneficial Owner desires to continue to hold
                  without regard to the Applicable Rate for Tortoise Notes of
                  such series for the next succeeding Rate Period of such
                  series;

                           (B) the principal amount of Outstanding Tortoise
                  Notes, if any, of such series held by such Beneficial Owner
                  which such Beneficial Owner offers to sell if the Applicable
                  Rate for Tortoise Notes of such series for the next succeeding
                  Rate Period of Tortoise Notes of such series shall be less
                  than the rate per annum specified by such Beneficial Owner;
                  and/or

                           (C) the principal amount of Outstanding Tortoise
                  Notes, if any, of such series held by such Beneficial Owner
                  which such Beneficial Owner offers to sell without regard to
                  the Applicable Rate for Tortoise Notes of such series for the
                  next succeeding Rate Period of Tortoise Notes of such series;

                  and

                  (ii) one or more Broker-Dealers, using lists of Potential
         Beneficial Owners, shall in good faith for the purpose of conducting a
         competitive Auction in a commercially reasonable manner, contact
         Potential Beneficial Owners (by telephone or otherwise), including
         Persons that are not Beneficial Owners, on such lists to determine the
         principal amount of Tortoise Notes, if any, of such series which each
         such Potential Beneficial Owner offers to purchase if the Applicable
         Rate for Tortoise Notes of such series for the next succeeding Rate
         Period of Tortoise Notes of such series shall not be less than the rate
         per annum specified by such Potential Beneficial Owner.

         For the purposes hereof, the communication by a Beneficial Owner or
Potential Beneficial Owner to a Broker-Dealer, or by a Broker-Dealer to the
Auction Agent, of information referred to in clause (i) (A), (i) (B), (i) (C) or
(ii) of this paragraph (a) is hereinafter referred to as an "Order" and
collectively as "Orders" and each Beneficial Owner and each Potential Beneficial
Owner placing an Order with a Broker-Dealer, and such Broker-Dealer placing an
Order with the Auction Agent, is hereinafter referred to as a "Bidder" and
collectively as "Bidders"; an Order containing the information referred to in
clause (i)(A) of this paragraph (a) is hereinafter referred to as a "Hold Order"
and collectively as "Hold Orders"; an Order containing the information referred
to in clause (i)(B) or (ii) of this paragraph (a) is hereinafter referred to as
a "Bid" and collectively as "Bids"; and an Order containing the information
referred to in clause (i)(C) of this paragraph (a) is hereinafter referred to as
a "Sell Order" and collectively as "Sell Orders."

         (b) (i) A Bid by a Beneficial Owner or an Existing Holder of Tortoise
Notes of a series subject to an Auction on any Auction Date shall constitute an
irrevocable offer to sell:

                                      A-1
<PAGE>

                           (A) the principal amount of Outstanding Tortoise
                  Notes of such series specified in such Bid if the Applicable
                  Rate for Tortoise Notes of such series determined on such
                  Auction Date shall be less than the rate specified therein;

                           (B) such principal amount or a lesser principal
                  amount of Outstanding Tortoise Notes of such series to be
                  determined as set forth in clause (iv) of paragraph (a) of
                  Section 4 of this Appendix A if the Applicable Rate for
                  Tortoise Notes of such series determined on such Auction Date
                  shall be equal to the rate specified therein; or

                           (C) the principal amount of Outstanding Tortoise
                  Notes of such series specified in such Bid if the rate
                  specified therein shall be higher than the Maximum Rate for
                  Tortoise Notes of such series, or such principal amount or a
                  lesser principal amount of Outstanding Tortoise Notes of such
                  series to be determined as set forth in clause (iii) of
                  paragraph (b) of Section 4 of this Appendix A if the rate
                  specified therein shall be higher than the Maximum Rate for
                  Tortoise Notes of such series and Sufficient Clearing Bids for
                  Tortoise Notes of such series do not exist.

                  (ii) A Sell Order by a Beneficial Owner or an Existing Holder
         of Tortoise Notes of a series of Tortoise Notes subject to an Auction
         on any Auction Date shall constitute an irrevocable offer to sell:

                           (A) the principal amount of Outstanding Tortoise
                  Notes of such series specified in such Sell Order; or

                           (B) such principal amount or a lesser principal
                  amount of Outstanding Tortoise Notes of such series as set
                  forth in clause (iii) of paragraph (b) of Section 4 of this
                  Appendix A if Sufficient Clearing Bids for Tortoise Notes of
                  such series do not exist;

PROVIDED, HOWEVER, that a Broker-Dealer that is an Existing Holder with respect
to a series of Tortoise Notes shall not be liable to any Person for failing to
sell such Tortoise Notes pursuant to a Sell Order described in the proviso to
paragraph (c) of Section 2 of this Appendix A if (1) such Tortoise Notes were
transferred by the Beneficial Owner thereof without compliance by such
Beneficial Owner or its transferee Broker-Dealer (or other transferee person, if
permitted by the Issuer) with the provisions of the Indenture or (2) such
Broker-Dealer has informed the Auction Agent pursuant to the terms of its
Broker-Dealer Agreement that, according to such Broker-Dealer's records, such
Broker-Dealer believes it is not the Existing Holder of such Tortoise Notes.

                  (iii) A Bid by a Potential Beneficial Owner or a Potential
         Beneficial Owner of Tortoise Notes of a series subject to an Auction on
         any Auction Date shall constitute an irrevocable offer to purchase:

                           (A) the principal amount of Outstanding Tortoise
                  Notes of such series specified in such Bid if the Applicable
                  Rate for Tortoise Notes of such series determined on such
                  Auction Date shall be higher than the rate specified therein;
                  or

                           (B) such principal amount or a lesser principal
                  amount of Outstanding Tortoise Notes of such series as set
                  forth in clause (v) of paragraph (a) of Section 4 of this
                  Appendix A if the Applicable Rate for Tortoise Notes of such
                  series determined on such Auction Date shall be equal to the
                  rate specified therein.

                                      A-2
<PAGE>


         2. Submission of Orders by Broker-Dealers to Auction Agent.

         (a) Each Broker-Dealer shall submit in writing to the Auction Agent
prior to the Submission Deadline on each Auction Date all Orders for Tortoise
Notes of a series subject to an Auction on such Auction Date obtained by such
Broker-Dealer, designating itself (unless otherwise permitted by the Issuer) as
an Existing Holder in respect of Tortoise Notes subject to Orders submitted or
deemed submitted to it by Beneficial Owners and as a Potential Holder in respect
of Tortoise Notes subject to Orders submitted to it by Potential Beneficial
Owners, and shall specify with respect to each such Order:

                  (i) the name of the Bidder placing such Order (which shall be
         the Broker-Dealer unless otherwise permitted by the Issuer);

                  (ii) the aggregate principal amount of Tortoise Notes of such
         series that are the subject of such Order;

                  (iii) to the extent that such Bidder is an Existing Holder of
         Tortoise Notes of such series:

                           (A) the principal amount of Tortoise Notes, if any,
                  of such series subject to any Hold Order of such Existing
                  Holder;

                           (B) the principal amount of Tortoise Notes, if any,
                  of such series subject to any Bid of such Existing Holder and
                  the rate specified in such Bid; and

                           (C) the principal amount of Tortoise Notes, if any,
                  of such series subject to any Sell Order of such Existing
                  Holder; and

                  (iv) to the extent such Bidder is a Potential Holder of
         Tortoise Notes of such series, the rate and principal amount of
         Tortoise Notes of such series specified in such Potential Holder's Bid.

         (b) If any rate specified in any Bid contains more than three figures
to the right of the decimal point, the Auction Agent shall round such rate up to
the next highest one thousandth (.001) of 1%.

         (c) If an Order or Orders covering all of the Outstanding Tortoise
Notes of a series held by any Existing Holder is not submitted to the Auction
Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold
Order to have been submitted by or on behalf of such Existing Holder covering
the principal amount of Outstanding Tortoise Notes of such series held by such
Existing Holder and not subject to Orders submitted to the Auction Agent;
provided, however, that if an Order or Orders covering all of the Outstanding
Tortoise Notes of such series held by any Existing Holder is not submitted to
the Auction Agent prior to the Submission Deadline for an Auction relating to a
Special Rate Period consisting of more than 28 Rate Period Days, the Auction
Agent shall deem a Sell Order to have been submitted by or on behalf of such
Existing Holder covering the principal amount of outstanding Tortoise Notes of
such series held by such Existing Holder and not subject to Orders submitted to
the Auction Agent.

         (d) If one or more Orders of an Existing Holder is submitted to the
Auction Agent covering in the aggregate more than the principal amount of
Outstanding Tortoise Notes of a series subject to an Auction held by such
Existing Holder, such Orders shall be considered valid in the following order of
priority:

                                      A-3
<PAGE>


                  (i) all Hold Orders for Tortoise Notes of such series shall be
         considered valid, but only up to and including in the aggregate
         principal amount of Outstanding Tortoise Notes of such series held by
         such Existing Holder, and if the aggregate principal amount of Tortoise
         Notes of such series subject to such Hold Orders exceeds the aggregate
         principal amount of Outstanding Tortoise Notes of such series held by
         such Existing Holder, the principal amount of Tortoise Notes subject to
         each such Hold Order shall be reduced pro rata to cover the principal
         amount of Outstanding Tortoise Notes of such series held by such
         Existing Holder;

                  (ii) (A) any Bid for Tortoise Notes of such series shall be
         considered valid up to and including the excess of the principal amount
         of Outstanding Tortoise Notes of such series subject to any Hold Orders
         referred to in clause (i) above;

                           (B) subject to subclause (A), if more than one Bid of
                  an Existing Holder for Tortoise Notes of such series is
                  submitted to the Auction Agent with the same rate and the
                  aggregate principal amount of Outstanding Tortoise Notes of
                  such series subject to such Bids is greater than such excess,
                  such Bids shall be considered valid up to and including the
                  amount of such excess, and the principal amount of Tortoise
                  Notes of such series subject to each Bid with the same rate
                  shall be reduced pro rata to cover the principal amount of
                  Tortoise Notes of such series equal to such excess;

                           (C) subject to subclauses (A) and (B), if more than
                  one Bid of an Existing Holder for Tortoise Notes of such
                  series is submitted to the Auction Agent with different rates,
                  such Bids shall be considered valid in the ascending order of
                  their respective rates up to and including the amount of such
                  excess; and

                           (D) in any such event, the principal amount, if any,
                  of such Outstanding Tortoise Notes of such series subject to
                  any portion of Bids considered not valid in whole or in part
                  under this clause (ii) shall be treated as the subject of a
                  Bid for Tortoise Notes of such series by or on behalf of a
                  Potential Holder at the rate therein specified; and

                  (iii) all Sell Orders for Tortoise Notes of such series shall
         be considered valid up to and including the excess of the principal
         amount of Outstanding Tortoise Notes of such series held by such
         Existing Holder over the aggregate principal amount of Tortoise Notes
         of such series subject to valid Hold Orders referred to in clause (i)
         above and valid Bids referred to in clause (ii) above.

         (e) If more than one Bid for one or more Tortoise Note of a series is
submitted to the Auction Agent by or on behalf of any Potential Holder, each
such Bid submitted shall be a separate Bid with the rate and principal amount
therein specified.

         (f) Any Order submitted by a Beneficial Owner or a Potential Beneficial
Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to
the Submission Deadline on any Auction Date, shall be irrevocable.

         3. Determination of Sufficient Clearing Bids, Winning Bid Rate and
Applicable Rate.

         (a) Not earlier than the Submission Deadline on each Auction Date for a
series of Tortoise Notes, the Auction Agent shall assemble all valid Orders
submitted or deemed submitted to it by the Broker-Dealers in respect of Tortoise
Notes of such series (each such Order as submitted or deemed submitted by a
Broker-Dealer being hereinafter referred to individually as a "Submitted Hold
Order," a "Submitted Bid" or a "Submitted Sell Order," as the case may be, or as
a "Submitted Order" and collectively as "Submitted Hold Orders," "Submitted
Bids" or "Submitted Sell Orders," as the case may be, or as "Submitted Orders")
and shall determine for such series:

                                      A-4
<PAGE>


                  (i) the excess of the aggregate principal amount of
         Outstanding Tortoise Notes of such series over the principal amount of
         Outstanding Tortoise Notes of such series subject to Submitted Hold
         Orders (such excess being hereinafter referred to as the "Available
         Tortoise Notes" of such series);

                  (ii) from the Submitted Orders for Tortoise Notes of such
         series whether:

                           (A) the aggregate principal amount of Outstanding
                  Tortoise Notes of such series subject to Submitted Bids of
                  Potential Holders specifying one or more rates between the
                  Minimum Rate (for Standard Rate Periods or less, only) and the
                  Maximum Rate (for all Rate Periods) for Tortoise Notes of such
                  series;

                  exceeds or is equal to the sum of:

                           (B) the aggregate principal amount of Outstanding
                  Tortoise Notes of such series subject to Submitted Bids of
                  Existing Holders specifying one or more rates between the
                  Minimum Rate (for Standard Rate Periods or less, only) and the
                  Maximum Rate (for all Rate Periods) for Tortoise Notes of such
                  series; and

                           (C) the aggregate principal amount of Outstanding
                  Tortoise Notes of such series subject to Submitted Sell Orders

         (in the event such excess or such equality exists (other than because
         all of the Outstanding Tortoise Notes of such series are subject to
         Submitted Hold Orders), such Submitted Bids in subclause (A) above
         being hereinafter referred to collectively as "Sufficient Clearing
         Bids" for Tortoise Notes of such series); and

                  (iii) if Sufficient Clearing Bids for Tortoise Notes of such
         series exist, the lowest rate specified in such Submitted Bids (the
         "Winning Bid Rate" for Tortoise Notes of such series) which if:

                           (A) (I) each such Submitted Bid of Existing Holders
                  specifying such lowest rate and (II) all other such Submitted
                  Bids of Existing Holders specifying lower rates were rejected,
                  thus entitling such Existing Holders to continue to hold the
                  Tortoise Notes of such series that are subject to such
                  Submitted Bids; and

                           (B) (I) each such Submitted Bid of Potential Holders
                  specifying such lowest rate and (II) all other such Submitted
                  Bids of Potential Holders specifying lower rates were
                  accepted;

         would result in such Existing Holders described in subclause (A) above
         continuing to hold an aggregate principal amount of Outstanding
         Tortoise Notes of such series which, when added to the aggregate
         principal amount of Outstanding Tortoise Notes of such series to be
         purchased by such Potential Holders described in subclause (B) above,
         would equal not less than the Available Tortoise Notes of such series.

         (b) Promptly after the Auction Agent has made the determinations
pursuant to paragraph (a) of this Section 3, the Auction Agent shall advise the
Issuer of the Minimum Rate and Maximum Rate for the series of Tortoise Notes for
which an Auction is being held on the Auction Date and, based on such
determination, the Applicable Rate for Tortoise Notes of such series for the
next succeeding Rate Period thereof as follows:

                  (i) if Sufficient Clearing Bids for Tortoise Notes of such
         series exist, that the Applicable Rate for all Tortoise Notes of such
         series for the next succeeding Rate Period thereof shall be equal to
         the Winning Bid Rate for Tortoise Notes of such series so determined;

                                      A-5
<PAGE>


                  (ii) if Sufficient Clearing Bids for Tortoise Notes of such
         series do not exist (other than because all of the Outstanding Tortoise
         Notes of such series are subject to Submitted Hold Orders), that the
         Applicable Rate for all Tortoise Notes of such series for the next
         succeeding Rate Period thereof shall be equal to the Maximum Rate for
         Tortoise Notes of such series; or

                  (iii) if all of the Outstanding Tortoise Notes of such series
         are subject to Submitted Hold Orders, that the Applicable Rate for all
         Tortoise Notes of such series for the next succeeding Rate Period
         thereof shall be All Hold Rate.

         4. Acceptance and Rejection of Submitted Bids and Submitted Sell Orders
and Allocation of Tortoise Notes. Existing Holders shall continue to hold the
Tortoise Notes that are subject to Submitted Hold Orders, and, based on the
determinations made pursuant to paragraph (a) of Section 3 of this Appendix A,
the Submitted Bids and Submitted Sell Orders shall be accepted or rejected by
the Auction Agent and the Auction Agent shall take such other action as set
forth below:

         (a) If Sufficient Clearing Bids for a series of Tortoise Notes have
been made, all Submitted Sell Orders with respect to Tortoise Notes of such
series shall be accepted and, subject to the provisions of paragraphs (d) and
(e) of this Section 4, Submitted Bids with respect to Tortoise Notes of such
series shall be accepted or rejected as follows in the following order of
priority and all other Submitted Bids with respect to Tortoise Notes of such
series shall be rejected:

                  (i) Existing Holders' Submitted Bids for Tortoise Notes of
         such series specifying any rate that is higher than the Winning Bid
         Rate for Tortoise Notes of such series shall be accepted, thus
         requiring each such Existing Holder to sell the Tortoise Notes subject
         to such Submitted Bids;

                  (ii) Existing Holders' Submitted Bids for Tortoise Notes of
         such series specifying any rate that is lower than the Winning Bid Rate
         for Tortoise Notes of such series shall be rejected, thus entitling
         each such Existing Holder to continue to hold the Tortoise Notes
         subject to such Submitted Bids;

                  (iii) Potential Holders' Submitted Bids for Tortoise Notes of
         such series specifying any rate that is lower than the Winning Bid Rate
         for Tortoise Notes of such series shall be accepted;

                  (iv) each Existing Holder's Submitted Bid for Tortoise Notes
         of such series specifying a rate that is equal to the Winning Bid Rate
         for Tortoise Notes of such series shall be rejected, thus entitling
         such Existing Holder to continue to hold the Tortoise Notes subject to
         such Submitted Bid, unless the aggregate principal amount of
         Outstanding Tortoise Notes subject to all such Submitted Bids shall be
         greater than the principal amount of Tortoise Notes ("remaining
         Tortoise Notes") in the excess of the Available Tortoise Notes of such
         series over the principal amount of Tortoise Notes subject to Submitted
         Bids described in clauses (ii) and (iii) of this paragraph (a), in
         which event such Submitted Bid of such Existing Holder shall be
         rejected in part, and such Existing Holder shall be entitled to
         continue to hold Tortoise Notes subject to such Submitted Bid, but only
         in an amount equal to the principal amount of Tortoise Notes of such
         series obtained by multiplying the remaining principal amount by a
         fraction, the numerator of which shall be the principal amount of
         Outstanding Tortoise Notes held by such Existing Holder subject to such
         Submitted Bid and the denominator of which shall be the aggregate
         principal amount of Outstanding Tortoise Notes subject to such
         Submitted Bids made by all such Existing Holders that specified a rate
         equal to the Winning Bid Rate for Tortoise Notes of such series; and

                  (v) each Potential Holder's Submitted Bid for aggregate
         principal amount of such series specifying a rate that is equal to the
         Winning Bid Rate for aggregate principal amount of such series shall be
         accepted but only in an amount equal to the principal amount of
         Tortoise Notes of such series obtained by multiplying the principal
         amount of Tortoise Notes in the excess of the Available Tortoise Notes
         of such series over the principal amount of Tortoise Notes subject to
         Submitted Bids described in

                                      A-6
<PAGE>

         clauses (ii) through (iv) of this paragraph (a) by a fraction, the
         numerator of which shall be the principal amount of Outstanding
         Tortoise Notes subject to such Submitted Bid and the denominator of
         which shall be the aggregate principal amount of Outstanding Tortoise
         Notes subject to such Submitted Bids made by all such Potential Holders
         that specified a rate equal to the Winning Bid Rate for Tortoise Notes
         of such series.

         (b) If Sufficient Clearing Bids for a series of Tortoise Notes have not
been made (other than because all of the Outstanding Tortoise Notes of such
series are subject to Submitted Hold Orders), subject to the provisions of
paragraph (d) of this Section 4, Submitted Orders for Tortoise Notes of such
series shall be accepted or rejected as follows in the following order of
priority and all other Submitted Bids for Tortoise Notes of such series shall be
rejected:

                  (i) Existing Holders' Submitted Bids for Tortoise Notes of
         such series specifying any rate that is equal to or lower than the
         Maximum Rate for Tortoise Notes of such series shall be rejected, thus
         entitling such Existing Holders to continue to hold the Tortoise Notes
         subject to such Submitted Bids;

                  (ii) Potential Holders' Submitted Bids for Tortoise Notes of
         such series specifying any rate that is equal to or lower than the
         Maximum Rate for Tortoise Notes of such series shall be accepted; and

                  (iii) Each Existing Holder's Submitted Bid for Tortoise Notes
         of such series specifying any rate that is higher than the Maximum Rate
         for Tortoise Notes of such series and the Submitted Sell Orders for
         Tortoise Notes of such series of each Existing Holder shall be
         accepted, thus entitling each Existing Holder that submitted or on
         whose behalf was submitted any such Submitted Bid or Submitted Sell
         Order to sell the Tortoise Notes of such series subject to such
         Submitted Bid or Submitted Sell Order, but in both cases only in an
         amount equal to the principal amount of Tortoise Notes of such series
         obtained by multiplying the principal amount of Tortoise Notes of such
         series subject to Submitted Bids described in clause (ii) of this
         paragraph (b) by a fraction, the numerator of which shall be the
         principal amount of Outstanding Tortoise Notes of such series held by
         such Existing Holder subject to such Submitted Bid or Submitted Sell
         Order and the denominator of which shall be the aggregate principal
         amount of Outstanding Tortoise Notes of such series subject to all such
         Submitted Bids and Submitted Sell Orders.

         (c) If all of the Outstanding Tortoise Notes of a series are subject to
Submitted Hold Orders, all Submitted Bids for Tortoise Notes of such series
shall be rejected.

         (d) If, as a result of the procedures described in clause (iv) or (v)
of paragraph (a) or clause (iii) of paragraph (b) of this Section 4, any
Existing Holder would be entitled or required to sell, or any Potential Holder
would be entitled or required to purchase, less than an Authorized Denomination
of Tortoise Notes on any Auction Date, the Auction Agent shall, in such manner
as it shall determine in its sole discretion, round up or down the principal
amount of Tortoise Notes of such series to be purchased or sold by any Existing
Holder or Potential Holder on such Auction Date as a result of such procedures
so that the principal amount of Tortoise Notes so purchased or sold by each
Existing Holder or Potential Holder on such Auction Date shall be equal to an
Authorized Denomination.

         (e) If, as a result of the procedures described in clause (v) of
paragraph (a) of this Section 4, any Potential Holder would be entitled or
required to purchase less than an Authorized Denomination of Tortoise Notes on
any Auction Date, the Auction Agent shall, in such manner as it shall determine
in its sole discretion, allocate Tortoise Notes of such series or purchase among
Potential Holders so that only Tortoise Notes of such series in Authorized
Denominations are purchased on such Auction Date as a

                                      A-7
<PAGE>


result of such procedures by any Potential Holder, even if such allocation
results in one or more Potential Holders not purchasing Tortoise Notes of such
series on such Auction Date.

         (f) Based on the results of each Auction for a series of Tortoise
Notes, the Auction Agent shall determine the aggregate principal amount of
Tortoise Notes of such series to be purchased and the aggregate principal amount
of Tortoise Notes of such series to be sold by Potential Holders and Existing
Holders and, with respect to each Potential Holder and Existing Holder, to the
extent that such aggregate principal amount of Tortoise Notes and such aggregate
principal amount of Tortoise Notes to be sold differ, determine to which other
Potential Holder(s) or Existing Holder(s) they shall deliver, or from which
other Potential Holder(s) or Existing Holder(s) they shall receive, as the case
may be, Tortoise Notes of such series. Notwithstanding any provision of the
Auction Procedures or the Settlement Procedures to the contrary, in the event an
Existing Holder or Beneficial Owner of Tortoise Notes of a series with respect
to whom a Broker-Dealer submitted a Bid to the Auction Agent for such Tortoise
Notes that was accepted in whole or in part, or submitted or is deemed to have
submitted a Sell Order for such Tortoise Notes that was accepted in whole or in
part, fails to instruct its Agent Member to deliver such Tortoise Notes against
payment therefor, partial deliveries of Tortoise Notes that have been made in
respect of Potential Holders' or Potential Beneficial Owners' Submitted Bids for
Tortoise Notes of such series that have been accepted in whole or in part shall
constitute good delivery to such Potential Holders and Potential Beneficial
Owners.

         (g) Neither the Issuer nor the Auction Agent nor any affiliate of
either shall have any responsibility or liability with respect to the failure of
an Existing Holder, or a Potential Holder to deliver Tortoise Notes of any
series or to pay for Tortoise Notes of any series sold or purchased pursuant to
the Auction Procedures or otherwise.


                                      A-8
<PAGE>


                                   APPENDIX B

                                  FORM OF NOTES

                                    [TO COME]


                                      B-1
<PAGE>


                                   APPENDIX C

                   FORM OF TRUSTEE AUTHENTICATION CERTIFICATE

                                    [TO COME]


                                      C-1

</TEXT>
</DOCUMENT>
