UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  March 28, 2008

Tortoise Capital Resources Corporation
(Exact Name of Registrant as Specified in Its Charter)

Maryland	1-33292	20-3431375	
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)	

10801 Mastin Blvd., Suite 222, Overland Park, KS	66210	
(Address of Principal Executive Offices)	(Zip Code)	

(913) 981-1020
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
□   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
□   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
Item 1.01.      Entry into a Material Definitive Agreement.

On March 28, 2008, Tortoise Capital Resources Corporation (the “Company”) entered into a Fourth Amendment to Credit Agreement (the “Fourth Amendment”) with U.S. Bank National Association (“U.S. Bank”), as lender, agent and lead arranger, First National Bank of Kansas, and Wells Fargo Bank, N.A. (“Wells Fargo”) (each a “Bank” and collectively, the “Banks”), amending the Credit Agreement dated as of April 25, 2007 among the Company, U.S. Bank and Bank of Oklahoma, as amended by the First Amendment to Credit Agreement dated as of  July 18, 2007, the Second Amendment to Credit Agreement dated as of September 28, 2007, and the Third Amendment to Credit Agreement dated as of March 21, 2008 (as so amended, the “Credit Agreement”, and as amended by the Fourth Amendment, the “Amended Credit Agreement”).  The Fourth Amendment increased the total credit facility to $50 million and included Wells Fargo as a lender . The Amended Credit Agreement terminates on March 20, 2009.

The description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the Fourth Amendment that is filed hereto as Exhibit 10.1 and incorporated herein by reference.

U.S. Bank serves as the Company’s custodian for its securities and other assets pursuant to a custody agreement.  U.S. Bank also serves as custodian for Tortoise Energy Infrastructure Corporation (“TYG”), Tortoise Energy Capital Corporation (“TYY”), Tortoise North American Energy Corporation (“TYN”), and two private funds advised by the Company’s investment adviser, which are affiliates of the Company.  In addition, U.S. Bancorp Fund Services, LLC, an affiliate of U.S. Bank, provides fund accounting services to the Company pursuant to a fund accounting servicing agreement and provides fund administration services and fund accounting services to TYG and TYY, pursuant to fund administration servicing agreements and fund accounting servicing agreements, as well as fund accounting services to one of such private funds pursuant to a fund accounting servicing agreement.  In addition, each of TYG, TYY and TYN have entered into interest rate swap contracts with U.S. Bank to protect itself from increasing interest expense on its leverage resulting from increasing short-term interest rates.

Item 2.03.      Creation of a Direct Financial Obligation or an Obligation under an
 Off-Balance Sheet Arrangement of a Registrant.
 
 	The information included under Item 1.01 above is incorporated into this Item 2.03 by reference.	

Item 9.01.      Financial Statements and Exhibits.

(d)         Exhibits
 
10.1	Fourth Amendment to Credit Agreement dated as of March 28, 2008 by and among Tortoise Capital Resources Corporation, U.S. Bank National Association, First National Bank of Kansas and Wells Fargo Bank, N.A.	

 

 SIGNATURES

 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                                                                             TORTOISE CAPITAL RESOURCES CORPORATION

Dated:  April 1, 2008                                                                                                                   By:   /s/ Terry Matlack
                                                                             Terry C. Matlack
                                                                             Chief Financial Officer

Exhibit Index

Exhibit No.	Description	
 	 	
10.1	Fourth Amendment to Credit Agreement dated as of March 28, 2008 by and among Tortoise Capital Resources Corporation, U.S. Bank National Association, First National Bank of Kansas and Wells Fargo Bank, N.A.

 
FOURTH AMENDMENT TO CREDIT AGREEMENT
 
 This Fourth Amendment to Credit Agreement (the “ Amendment ”) is made as of March 28, 2008, by and among TORTOISE CAPITAL RESOURCES CORPORATION, a Maryland corporation (the “ Borrower ”); U.S. BANK NATIONAL ASSOCIATION, a national banking association, FIRST NATIONAL BANK OF KANSAS, a Kansas bank and WELLS FARGO BANK, N.A., a national banking association (each a “ Bank ” and, collectively, the “ Banks ”); U.S. BANK NATIONAL ASSOCIATION, a national banking association, as the lender for Swingline Loans (in such capacity, the “ Swingline Lender ”); U.S. BANK NATIONAL ASSOCIATION, a national banking association, as agent for the Banks hereunder (in such capacity, the “ Agent ”); and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as lead arranger hereunder (in such capacity, the “ Lead Arranger ”).  Capitalized terms used and not defined in this Amendment have the meanings given to them in the Credit Agreement referred to below.
 
Preliminary Statements
 
 (a)           The Banks and the Borrower are parties to a Credit Agreement, dated as of April 25, 2007, as amended by the First Amendment to Credit Agreement, dated as of July 18, 2007, as further amended by the Second Amendment to Credit Agreement, dated as of September 28, 2007, and as further amended by the Third Amendment to Credit Agreement, dated as of March 21, 2008 (as so amended, the “ Credit Agreement ”).
 
 (b)           The Borrower has requested that the total credit facility under the Credit Agreement be increased, pursuant to Section 2.2(a) of the Credit Agreement, from $40,000,000 to $50,000,000.
 
 (c)           Wells Fargo Bank, N.A. has agreed to become a “Bank” under the Credit Agreement and will have a Revolving Credit Loan Commitment of $10,000,000.
 
 (d)           Additionally, simultaneously with this Amendment, Bank of Oklahoma, N.A. will assign its $5,000,000 Revolving Credit Loan Commitment to Wells Fargo Bank, N.A. resulting in Wells Fargo Bank, N.A. having a total Revolving Credit Loan Commitment of $15,000,000.
 
 (e)           The Banks are willing to agree to the foregoing request, subject, however, to the terms, conditions, and agreements set for the below.
 
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Banks and the Borrower agree as follows:
 
 1.            New Bank.   Wells Fargo Bank, N.A., a national banking association, shall become and is hereby added as a “Bank” under the Credit Agreement.
 
 2.            Modification to Exhibit A.   Exhibit A as attached to the Credit Agreement is deleted and is hereby replaced with Exhibit A attached to this Amendment.
 
 3.            Note.   Contemporaneously with the execution and delivery of this Amendment, the Borrower, as maker, shall execute and deliver a revolving credit note, in the stated principal amount of $15,000,000, in favor of Wells Fargo Bank, N.A., as payee, (the “ Note ”), which Note as the same may be amended, renewed, restated, replaced or consolidated from time to time shall be a “Revolving Credit Note” referred to in the Credit Agreement.  Such Note shall reflect Wells Fargo Bank’s Revolving Credit Loan Commitment following the assignment referred to in Preliminary Statement (d) above and the execution of this Amendment.
 
 4.            Reaffirmation of Credit Documents.   The Borrower reaffirms its obligations under the Credit Agreement, as amended hereby, and the other Credit Documents to which it is a party or by which it is bound, and represents, warrants and covenants to the Agent and the Banks, as a material inducement to the Agent and the Banks to enter into this Amendment, that (a) the Borrower has no and in any event waives any, defense, claim or right of setoff with respect to its obligations under, or in any other way relating to, the Credit Agreement, as amended hereby, or any of the other Credit Documents to which it is a party, or the Agent’s or any Bank’s actions or inactions in respect of any of the foregoing, and (b) all representations and warranties made by or on behalf of the Borrower in the Credit Agreement and the other Credit Documents are true and complete on the date hereof as if made on the date hereof.
 
 5.            Conditions Precedent to Amendment.   Except to the extent waived in a writing signed by the Agent and delivered to the Borrower, the Agent and the Banks shall have no duties under this Amendment until the Agent shall have received fully executed originals of each of the following, each in form and substance satisfactory to the Agent:
 
 (a)    	  Amendment.   This Amendment;	
 	 	
 (b)	  Note.   The Note;	
 	 	
 (c)	Form U-1.   A Form U-1 for the Borrower whereby, among other things, (i) the maximum principal amount of Revolving Credit Loans that may be outstanding from time to time under the Credit Agreement is noted as being $50,000,000, and (ii) the Borrower concurs (and the Borrower does hereby concur) with the assessment of the market value of the margin stock or other investment property described in the attachment to such Form U-1 as of the date provided in such attachment;	
 
 (d)	Secretary’s Certificate.   A certificate from the Secretary or Assistant Secretary of the Borrower certifying to the Agent that, among other things, (i) attached thereto as an exhibit is a true and correct copy of the resolutions of the board of directors of the Borrower authorizing the Borrower to enter into the transactions described in this Amendment and the execution, delivery and performance by the Borrower of such Credit Documents, (ii) the articles of incorporation and by-laws of the Borrower as delivered to the Agent pursuant to the Secretary’s Certificate dated April 25, 2007 from the Borrower’s secretary remain in full force and effect and have not been amended or otherwise modified or revoked, and (iii) attached thereto as exhibits are certificates of good standing, each of recent date, from the Secretary of State of Maryland and the Secretary of State of Kansas, certifying the good standing and authority of the Borrower in such states as of such dates; and	
 
 (e)	Other Documents.   Such other documents as the Agent may reasonably request to further implement the provisions of this Amendment or the transactions contemplated hereby.	
 
 6.            No Other Amendments; No Waiver of Default.   Except as amended hereby, the Credit Agreement and the other Credit Documents shall remain in full force and effect and be binding on the parties in accordance with their respective terms.  By entering into this Amendment, neither the Agent nor any Bank is waiving any Default or Event of Default which may exist on the date hereof.
 
 7.            Expenses.   The Borrower agrees to pay and reimburse the Agent and/or the Banks for all out-of-pocket costs and expenses incurred in connection with the negotiation, preparation, execution, delivery, operation, enforcement and administration of this Amendment, including the reasonable fees and expenses of counsel to the Agent and/or the Banks.
 
 8.            Affirmation of Security Interest.   The Borrower hereby confirms and agrees that any and all liens, security interests and other security or Collateral now or hereafter held by the Agent and/or the Banks as security for payment and performance of the Notes and the Obligations are renewed hereby and carried forth to secure payment and performance of the Notes and the Obligations.  The Credit Documents are and remain legal, valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms.
 
 9.            Counterparts; Fax Signatures.   This Amendment and any documents contemplated hereby may be executed in one or more counterparts and by different parties thereto, all of which counterparts, when taken together, shall constitute but one agreement.  This Amendment and any documents contemplated hereby may be executed and delivered by facsimile or other electronic transmission and any such execution or delivery shall be fully effective as if executed and delivered in person.
 
 10.            Governing Law.   This Amendment shall be governed by the same law that governs the Credit Agreement.
 
[Remainder of Page Intentionally Left Blank]

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

 
NONE.
 
 The creditors and debtor, by their respective initials or signatures below, confirm that no unwritten amendment to credit agreement exists between the parties:
 
                                         Creditor:    CSH                                            
 
                                         Creditor:    TJB                                 
 
                                            Creditor:    JH                                 
 
                                         Debtor:       TM                                 
 
[signature page to follow]

      
         Fourth Amendment to Credit Agreement – Initial Page       

      

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

                                                                                                                              TORTOISE CAPITAL RESOURCES CORPORATION,
                                                                                                                              the Borrower

                                               By:   /s/ Terry Matlack                                                                            
                                               Name:  Terry Matlack
                                               Title: Chief Financial Officer

                                               U.S. BANK NATIONAL ASSOCIATION,
                                               as Agent and as a Bank

                                               By:   /s/ Colleen S. Hayes                                                                            
                                               Name: Colleen S. Hayes
                                               Title: Assistant Vice President

                                               FIRST NATIONAL BANK OF KANSAS,
                                               as a Bank

                                               By:   /s/ Thomas J. Butkus, V.P.
                                               Name:  Thomas J. Butkus
                                               Title:  Vice President

                                               WELLS FARGO BANK, N.A.,
                                               as a Bank

                                               By:   /s/ Jason Hicks                                                                            
                                               Name:  Jason Hicks
                                               Title:  Assistant Vice President

         Fourth Amendment to Credit Agreement – Signature Page       

      

EXHIBIT A
 
(Banks and Commitments)

 
 
Bank	Revolving Credit Loan Commitment Amount**	Swingline Loan Commitment Amount*	Bank’s Total Commitment Amount**	Bank’s Pro-Rata Percentage**	
U.S. Bank
National Association	$25,000,000	$3,000,000	$25,000,000	0.500000000000	
First National Bank of Kansas	$10,000,000	0	$10,000,000	0.200000000000	
Wells Fargo Bank, N.A.	$15,000,000	0	$15,000,000	0.300000000000	
        TOTALS:	$50,000,000	$3,000,000	$50,000,000	1.000000000000	

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

 
 	**	The Revolving Credit Loan Commitments and the Pro-Rata Percentages on this Exhibit A reflect the Revolving Credit Loan Commitments as they shall exist following the assignment referred to in Preliminary Statement (d) of this Amendment and the execution of this Amendment.	
 
Fourth Amendment to Credit Agreement - Exhibit A