e8vk
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)
June 12, 2008
TARGA RESOURCES PARTNERS LP
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-33303
|
|
65-1295427 |
(State or other jurisdiction
|
|
(Commission
|
|
(IRS Employer |
of incorporation or organization)
|
|
File Number)
|
|
Identification No.) |
1000 Louisiana, Suite 4300
Houston, TX 77002
(Address of principal executive office and Zip Code)
(713) 584-1000
(Registrants telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01Entry into a Material Definitive Agreement.
Purchase Agreement
On June 12, 2008, Targa Resources Partners LP (the Partnership) entered into a Purchase
Agreement (the Purchase Agreement), among the Partnership, its wholly-owned subsidiary, Targa
Resources Partners Finance Corporation (Finance Corp and together with the Partnership, the
Issuers), certain subsidiary guarantors named therein (the Guarantors) and Deutsche Bank
Securities Inc., as representative of the several initial purchasers (the Initial Purchasers),
pursuant to which the Issuers agreed to
issue and sell to the Initial Purchasers $250,000,000 in aggregate principal amount of the
Issuers 81/4% senior unsecured notes due 2016 (the Notes).
The Purchase Agreement contains customary representations and warranties of the parties and
indemnification and contribution provisions under which the Issuers and the Guarantors, on the one
hand, and the Initial Purchasers, on the other, have agreed to indemnify each other against certain
liabilities, including liabilities under the Securities Act of 1933, as amended (the Securities
Act).
Indenture
On June 18, 2008, in connection with the issuance of the Notes, the Partnership entered into
an Indenture (the Indenture), among the Issuers, the Guarantors and U.S. Bank National
Association, as trustee (the Trustee).
On June 18, 2008, the Notes were issued pursuant to the Indenture in a transaction exempt from
the registration requirements under the Securities Act. The Notes were resold within the United
States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act.
The Notes will mature on July 1, 2016, and interest is payable on the Notes semi-annually in
arrears on each January 1 and July 1, commencing
January 1, 2009. The Notes are guaranteed on a
senior unsecured basis by the Guarantors.
At any time prior to July 1, 2011, the Issuers may redeem up to 35% of the Notes at a
redemption price of 108.25% of the principal amount, plus accrued and unpaid interest to the
redemption date, with the proceeds of certain equity offerings so long as the redemption occurs
within 90 days of completing such equity offering and at least 65% of the aggregate principal
amount of the Notes remains outstanding after such redemption. Prior to July 1, 2012, the Issuers
may redeem some or all of the Notes for cash at a redemption price equal to 100% of their principal
amount plus an applicable make-whole premium and accrued and unpaid interest to the redemption
date. On and after July 1, 2012, the Issuers may redeem some or
all of the Notes at redemption
prices (expressed as percentages of principal amount) equal to 104.125% for the twelve-month period
beginning on July 1, 2012, 102.063% for the twelve-month period beginning July 1, 2013 and 100.00%
beginning on July 1, 2014, plus accrued and unpaid interest to the redemption date.
The Indenture restricts the Partnerships ability and the ability of certain of its
subsidiaries to: (i) incur additional debt or enter into sale and leaseback transactions; (ii) pay
distributions on, or repurchase, equity interests; (iii) make certain investments; (iv) incur
liens; (v) enter into transactions with affiliates; (vi) merge or consolidate with another company;
and (vii) transfer and sell assets. These covenants are subject to a number of important exceptions
and qualifications. If at any time when the Notes are rated investment grade by both Moodys
Investors Service, Inc. and Standard & Poors Ratings Services and no Default (as defined in the
Indenture) has occurred and is continuing, many of such covenants will terminate and the
Partnership and its subsidiaries will cease to be subject to such covenants.
The Indenture provides that each of the following is an Event of Default: (i) default for
30 days in the payment when due of interest on, or liquidated damages, if any, with respect to, the
Notes; (ii) default in the payment when due of the principal of, or premium, if any, on the Notes;
(iii) failure by the Partnership or any Guarantor to make a change of control offer or an asset
sale offer within the requisite time periods, to consummate a purchase of Notes when required under
the Indenture or to comply with certain covenants relating to merger, consolidation or sale of
assets; (iv) failure by the Partnership to comply for 90 days after notice with the provisions of
the Indenture relating to periodic reports of the Partnership as required by the Securities
Exchange Act of 1934; (v) failure by the Partnership or any Guarantor to comply for 60 days after
written notice with any of the other agreements in the Indenture; (vi) default under any mortgage,
indenture or instrument under which there may be issued or by which there may be secured or
evidenced any indebtedness for money borrowed by the Partnership or any of the Partnerships
restricted subsidiaries (or the payment of which is guaranteed by the Partnership or any of its
restricted subsidiaries), if that default: (a) is caused by a failure to pay principal of, or
interest or premium, if any, on such indebtedness prior to the expiration of the grace period
provided in such
indebtedness on the date of such default (a Payment Default); or (b) results in
the acceleration of such indebtedness prior to its stated maturity, and, in each case, the
principal amount of any such indebtedness, together with the principal amount of any other such
indebtedness under which there has been a Payment Default or the maturity of which has been so
accelerated, aggregates in excess of 3.0% of the Partnerships consolidated net tangible assets,
provided, however, that if, prior to any acceleration of the Notes, (a) any such Payment Default is
cured or waived, (b) any such acceleration of such indebtedness is rescinded, or (c) such
indebtedness is repaid during the 30 day period commencing upon the end of any applicable grace
period for such Payment Default or the occurrence of such acceleration of such indebtedness, as
applicable, any default or event of default (but not any acceleration of the Notes) caused by such
Payment Default or acceleration of such indebtedness shall automatically be rescinded, so long as
such rescission does not
conflict with any judgment, decree or applicable law; (vii) failure by either Issuer or any of
the Partnerships restricted subsidiaries to pay final judgments aggregating in excess of 3.0% of
the Partnerships consolidated net tangible assets, which judgments are not paid, discharged or
stayed for a period of 60 days; (viii) except as permitted by the Indenture, any subsidiary
guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease
for any reason to be in full force and effect or any Guarantor, or any person acting on behalf of
any Guarantor, shall deny or disaffirm its obligations under its guarantee of the Notes; and
(ix) certain events of bankruptcy or insolvency described in the Indenture with respect to the
Issuers or any of the Partnerships significant subsidiaries or any group of restricted
subsidiaries that, taken as a whole, would constitute a significant subsidiary. In the case of an
Event of Default arising from certain events of bankruptcy or insolvency with respect to either
Issuer or any of the Partnerships significant subsidiaries or any group of restricted
subsidiaries that, taken as a whole, would constitute a significant subsidiary, all outstanding Notes will become due and payable immediately without further action or
notice. If any other Event of Default occurs and is continuing, the Trustee or the holders of at
least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and
payable immediately.
Registration Rights Agreement
On June 18, 2008, in connection with the issuance of the Notes, the Partnership entered into a
Registration Rights Agreement among the Issuers, the Guarantors and the Initial Purchasers.
Pursuant to the Registration Rights Agreement, unless the restrictive legend has been removed from
the Notes and the Notes are freely tradable pursuant to Rule 144 under the Securities Act as of the
366th day following the issuance of the Notes, the Issuers and the Guarantors will file
an exchange offer registration statement with the SEC with respect to an offer to exchange the
Notes for substantially identical notes that are registered under the Securities Act. Under some
circumstances, in lieu of a registered exchange offer, the Partnership and the Guarantors have
agreed to file a shelf registration statement with respect to the Notes and to use their respective
commercially reasonable efforts to keep the shelf registration statement effective until the
restrictive legend has been removed and the Notes are freely tradable under Rule 144 or the sale
pursuant to the shelf registration statement of all of the Notes registered thereunder. The Issuers
and the Guarantors are required to pay additional interest if they fail to comply with their
obligations to exchange or register the Notes within the specified time periods.
Relationships
The Initial Purchasers or their respective affiliates have performed investment banking,
financial advisory and commercial banking services for the Partnership and certain of its affiliates, for which
they have received customary compensation, and they may continue to do so in the future. Banc of
America Securities LLC and Wachovia Capital Markets, LLC were co-lead arrangers under the Partnerships senior
secured credit facility and affiliates of certain of the Initial Purchasers are lenders under its
senior secured credit facility. Certain of the Initial Purchasers or their affiliates hold
approximately 50% of the borrowings under the Partnerships senior secured credit facility that it expects to
repay using the proceeds of the offering of the Notes in accordance with their pro rata share of
such borrowings. In addition, each of Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated acted as joint book runners, each of Deutsche Bank Securities Inc., Credit
Suisse Securities (USA) LLC and Wachovia Capital Markets, LLC acted as a senior co-manager and RBC
Capital Markets Corporation acted as a co-manager in connection with the Partnerships October 2007 equity
offering and received customary compensation. Deutsche Bank Securities Inc. and its affiliates hold
approximately 2.2% of the Partnerships common units. Credit Suisse Securities (USA) LLC also holds positions in
the Partnerships common units, which aggregate less than 2% of the Partnerships outstanding common units and holds a flex
option for approximately 3% of the Partnerships outstanding common units; in addition, an affiliate of Credit
Suisse Securities (USA) LLC owns approximately 3.6% of the Partnerships outstanding common units. In addition,
Lehman Brothers Inc. and its affiliates hold approximately 9.5% of the Partnerships common units and affiliates
of Merrill Lynch, Pierce, Fenner & Smith Incorporated own an approximately 6.5% fully diluted
indirect ownership interest in Targa Resources, Inc., the indirect parent of the Partnerships general partner. The Partnership has entered into swap transactions with affiliates of Lehman
Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wachovia Capital Markets, LLC,
Credit Suisse Securities (USA) LLC and BBVA Securities Inc. The Partnership has agreed to pay these
counter-parties a fee in an amount it believes to be customary in connection with these
transactions.
The descriptions set forth above in Item 1.01 are qualified in their entirety by the Purchase
Agreement, the Indenture and the Registration Rights Agreement, which are filed herewith as
Exhibits 10.1, 4.1 and 4.2 and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 2.03 of this Current Report on Form 8-K.
Item 8.01 Other Events.
On June 13, 2008, the Partnership issued a press release announcing the pricing of the Notes.
A copy of the Partnerships press release is filed as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated by reference into this Item 8.01.
The press release shall not constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of these securities in any state in which the offer, solicitation
or sale would be unlawful prior to the registration or qualification under the securities laws of
any such state.
The Partnerships senior secured credit facility allows it to request increases in the commitments under the facility by up to $250 million.
Concurrently with the issuance of the Notes, the Partnership increased the commitments under its senior secured credit facility by $100 million.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
|
|
Exhibit No. |
|
Description |
|
|
|
4.1 |
|
Indenture dated as of June 18, 2008 among the Issuers and the Guarantors and U.S. Bank
National Association, as trustee. |
|
|
|
4.2 |
|
Registration Rights Agreement dated as of June 18, 2008 among the Issuers, the Guarantors and
Deutsche Bank Securities Inc., as representative of the several initial purchasers. |
|
|
|
10.1 |
|
Purchase Agreement dated as of June 12, 2008 among the Issuers, the Guarantors and Deutsche
Bank Securities Inc., as representative of the several initial purchasers. |
|
|
|
99.1 |
|
Press release dated June 13, 2008, announcing the pricing of the Notes. |
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.
|
|
|
|
|
|
|
TARGA RESOURCES PARTNERS LP |
|
|
|
|
|
|
|
By: |
|
Targa Resources GP LLC,
its general partner |
|
|
|
|
|
Dated: June 18, 2008 |
|
By: |
|
/s/ Jeffrey J. McParland |
|
|
|
|
|
|
|
|
|
Jeffrey J. McParland |
|
|
|
|
Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
|
|
|
Exhibit No. |
|
Description |
|
|
|
4.1 |
|
Indenture dated as of June 18, 2008 among the Issuers and the Guarantors and U.S. Bank
National Association, as trustee. |
|
|
|
4.2 |
|
Registration Rights Agreement dated as of June 18, 2008 among the Issuers, the Guarantors and
Deutsche Bank Securities Inc., as representative of the several initial purchasers. |
|
|
|
10.1 |
|
Purchase Agreement dated as of June 12, 2008 among the Issuers, the Guarantors and Deutsche
Bank Securities Inc., as representative of the several initial purchasers. |
|
|
|
99.1 |
|
Press release dated June 13, 2008, announcing the pricing of the Notes. |
exv4w1
Exhibit 4.1
TARGA RESOURCES PARTNERS LP
TARGA RESOURCES PARTNERS FINANCE CORPORATION
AND EACH OF THE GUARANTORS PARTY HERETO
81/4% SENIOR NOTES DUE 2016
Dated as of June 18, 2008
U.S. BANK NATIONAL ASSOCIATION
Trustee
CROSS-REFERENCE TABLE*
|
|
|
Trust Indenture Act Section |
|
Indenture Section |
310(a)(1) |
|
7.10 |
(a)(2) |
|
7.10 |
(a)(3) |
|
N.A. |
(a)(4) |
|
N.A. |
(a)(5) |
|
7.10 |
(b) |
|
7.10 |
(c) |
|
N.A. |
311(a) |
|
7.11 |
(b) |
|
7.11 |
(c) |
|
N.A. |
312(a) |
|
2.05 |
(b) |
|
12.03 |
(c) |
|
12.03 |
313(a) |
|
7.06 |
(b)(1) |
|
N.A. |
(b)(2) |
|
7.06; 7.07 |
(c) |
|
7.06; 12.02 |
(d) |
|
7.06 |
314(a) |
|
4.03; 12.02; 12.05 |
(b) |
|
N.A. |
(c)(1) |
|
12.04 |
(c)(2) |
|
12.04 |
(c)(3) |
|
N.A. |
(d) |
|
N.A. |
(e) |
|
12.05 |
(f) |
|
N.A. |
315(a) |
|
7.05; 12.02 |
(b) |
|
7.01 |
(c) |
|
7.01 |
(d) |
|
6.11 |
(e) |
|
2.09 |
316(a)(last sentence) |
|
2.09 |
(a)(1)(A) |
|
6.05 |
(a)(1)(B) |
|
6.04 |
(a)(2) |
|
6.07 |
(b) |
|
6.07 |
(c) |
|
2.12 |
317(a)(1) |
|
6.08 |
(a)(2) |
|
6.09 |
(b) |
|
2.04 |
318(a) |
|
12.01 |
(b) |
|
N.A. |
(c) |
|
12.01 |
|
|
|
|
|
N.A. means not applicable. |
|
* |
|
This Cross Reference Table is not part of the Indenture. |
TABLE OF CONTENTS
|
|
|
|
|
|
|
Page |
ARTICLE 1 |
|
|
|
|
|
|
|
|
|
DEFINITIONS AND INCORPORATION BY REFERENCE
|
|
|
|
|
|
|
|
|
|
Section 1.01 Definitions |
|
|
1 |
|
Section 1.02 Other Definitions |
|
|
28 |
|
Section 1.03 Incorporation by Reference of Trust Indenture Act |
|
|
28 |
|
Section 1.04 Rules of Construction |
|
|
29 |
|
|
ARTICLE 2 |
|
|
|
|
|
|
|
|
|
THE NOTES |
|
|
|
|
|
|
|
|
|
Section 2.01 Form and Dating |
|
|
29 |
|
Section 2.02 Execution and Authentication |
|
|
30 |
|
Section 2.03 Registrar and Paying Agent |
|
|
31 |
|
Section 2.04 Paying Agent to Hold Money in Trust |
|
|
31 |
|
Section 2.05 Holder Lists |
|
|
31 |
|
Section 2.06 Transfer and Exchange |
|
|
32 |
|
Section 2.07 Replacement Notes |
|
|
46 |
|
Section 2.08 Outstanding Notes |
|
|
47 |
|
Section 2.09 Treasury Notes |
|
|
47 |
|
Section 2.10 Temporary Notes |
|
|
47 |
|
Section 2.11 Cancellation |
|
|
48 |
|
Section 2.12 Defaulted Interest |
|
|
48 |
|
|
ARTICLE 3 |
|
|
|
|
|
|
|
|
|
REDEMPTION AND REPURCHASE |
|
|
|
|
|
|
|
|
|
Section 3.01 Notices to Trustee |
|
|
48 |
|
Section 3.02 Selection of Notes to Be Redeemed |
|
|
49 |
|
Section 3.03 Notice of Redemption |
|
|
49 |
|
Section 3.04 Effect of Notice of Redemption |
|
|
50 |
|
Section 3.05 Deposit of Redemption or Purchase Price |
|
|
50 |
|
Section 3.06 Notes Redeemed or Purchased in Part |
|
|
50 |
|
Section 3.07 Optional Redemption |
|
|
51 |
|
Section 3.08 [Reserved] |
|
|
52 |
|
Section 3.09 Offer to Purchase by Application of Excess Proceeds |
|
|
52 |
|
i
|
|
|
|
|
|
|
Page |
ARTICLE 4 |
|
|
|
|
|
|
|
|
|
COVENANTS |
|
|
|
|
|
|
|
|
|
Section 4.01 Payment of Notes |
|
|
54 |
|
Section 4.02 Maintenance of Office or Agency |
|
|
54 |
|
Section 4.03 Reports |
|
|
55 |
|
Section 4.04 Compliance Certificate |
|
|
56 |
|
Section 4.05 Taxes |
|
|
56 |
|
Section 4.06 Stay, Extension and Usury Laws |
|
|
56 |
|
Section 4.07 Restricted Payments |
|
|
56 |
|
Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries |
|
|
60 |
|
Section 4.09 Incurrence of Indebtedness and Issuance of Disqualified Equity |
|
|
62 |
|
Section 4.10 Asset Sales |
|
|
65 |
|
Section 4.11 Transactions with Affiliates |
|
|
66 |
|
Section 4.12 Liens |
|
|
68 |
|
Section 4.13 [Reserved] |
|
|
69 |
|
Section 4.14 Corporate Existence |
|
|
69 |
|
Section 4.15 Offer to Repurchase Upon Change of Control |
|
|
69 |
|
Section 4.16 Limitation on Sale and Leaseback Transactions |
|
|
71 |
|
Section 4.17 Payments for Consent |
|
|
71 |
|
Section 4.18 Additional Guarantees |
|
|
71 |
|
Section 4.19 Designation of Restricted and Unrestricted Subsidiaries |
|
|
72 |
|
Section 4.20 Termination of Covenants |
|
|
72 |
|
|
ARTICLE 5 |
|
|
|
|
|
|
|
|
|
SUCCESSORS |
|
|
|
|
|
|
|
|
|
Section 5.01 Merger, Consolidation, or Sale of Assets |
|
|
73 |
|
Section 5.02 Successor Person Substituted |
|
|
75 |
|
|
ARTICLE 6 |
|
|
|
|
|
|
|
|
|
DEFAULTS AND REMEDIES |
|
|
|
|
|
|
|
|
|
Section 6.01 Events of Default |
|
|
75 |
|
Section 6.02 Acceleration |
|
|
77 |
|
Section 6.03 Other Remedies |
|
|
78 |
|
Section 6.04 Waiver of Past Defaults |
|
|
78 |
|
Section 6.05 Control by Majority |
|
|
78 |
|
Section 6.06 Limitation on Suits |
|
|
79 |
|
Section 6.07 Rights of Holders of Notes to Receive Payment |
|
|
79 |
|
Section 6.08 Collection Suit by Trustee |
|
|
79 |
|
Section 6.09 Trustee May File Proofs of Claim |
|
|
79 |
|
Section 6.10 Priorities |
|
|
80 |
|
Section 6.11 Undertaking for Costs |
|
|
80 |
|
Section 6.12 Willful Action or Inaction |
|
|
81 |
|
ii
|
|
|
|
|
|
|
Page |
ARTICLE 7 |
|
|
|
|
|
|
|
|
|
TRUSTEE |
|
|
|
|
|
|
|
|
|
Section 7.01 Duties of Trustee. |
|
|
81 |
|
Section 7.02 Rights of Trustee. |
|
|
82 |
|
Section 7.03 Individual Rights of Trustee. |
|
|
83 |
|
Section 7.04 Trustees Disclaimer. |
|
|
83 |
|
Section 7.05 Notice of Defaults. |
|
|
83 |
|
Section 7.06 Reports by Trustee to Holders of the Notes. |
|
|
83 |
|
Section 7.07 Compensation and Indemnity. |
|
|
83 |
|
Section 7.08 Replacement of Trustee. |
|
|
84 |
|
Section 7.09 Successor Trustee by Merger, etc. |
|
|
85 |
|
Section 7.10 Eligibility; Disqualification. |
|
|
86 |
|
Section 7.11 Preferential Collection of Claims Against the Issuers. |
|
|
86 |
|
|
ARTICLE 8 |
|
|
|
|
|
|
|
|
|
LEGAL DEFEASANCE AND COVENANT DEFEASANCE |
|
|
|
|
|
|
|
|
|
Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance. |
|
|
86 |
|
Section 8.02 Legal Defeasance and Discharge. |
|
|
86 |
|
Section 8.03 Covenant Defeasance. |
|
|
87 |
|
Section 8.04 Conditions to Legal or Covenant Defeasance. |
|
|
87 |
|
Section 8.05 Deposited Money and Government Securities to Be Held in Trust;
Other Miscellaneous Provisions. |
|
|
89 |
|
Section 8.06 Repayment to the Issuers. |
|
|
89 |
|
Section 8.07 Reinstatement. |
|
|
90 |
|
|
ARTICLE 9 |
|
|
|
|
|
|
|
|
|
AMENDMENT, SUPPLEMENT AND WAIVER |
|
|
|
|
|
|
|
|
|
Section 9.01 Without Consent of Holders of Notes. |
|
|
90 |
|
Section 9.02 With Consent of Holders of Notes. |
|
|
91 |
|
Section 9.03 Compliance with Trust Indenture Act. |
|
|
92 |
|
Section 9.04 Revocation and Effect of Consents. |
|
|
93 |
|
Section 9.05 Notation on or Exchange of Notes. |
|
|
93 |
|
Section 9.06 Trustee to Sign Amendments, etc. |
|
|
93 |
|
|
ARTICLE 10 |
|
|
|
|
|
|
|
|
|
NOTE GUARANTEES |
|
|
|
|
|
|
|
|
|
Section 10.01 Guarantee. |
|
|
93 |
|
Section 10.02 Limitation on Guarantor Liability. |
|
|
95 |
|
Section 10.03 Execution and Delivery of Note Guarantee. |
|
|
95 |
|
Section 10.04 Guarantors May Consolidate, etc., on Certain Terms. |
|
|
95 |
|
Section 10.05 Releases. |
|
|
96 |
|
iii
|
|
|
|
|
|
|
Page |
ARTICLE 11 |
|
|
|
|
|
|
|
|
|
SATISFACTION AND DISCHARGE |
|
|
|
|
|
|
|
|
|
Section 11.01 Satisfaction and Discharge |
|
|
97 |
|
Section 11.02 Application of Trust Money |
|
|
98 |
|
ARTICLE 12
MISCELLANEOUS
|
|
|
|
|
Section 12.01 Trust Indenture Act Controls |
|
|
99 |
|
Section 12.02 Notices |
|
|
99 |
|
Section 12.03 Communication by Holders of Notes with Other Holders of Notes |
|
|
100 |
|
Section 12.04 Certificate and Opinion as to Conditions Precedent |
|
|
101 |
|
Section 12.05 Statements Required in Certificate or Opinion |
|
|
101 |
|
Section 12.06 Rules by Trustee and Agents |
|
|
101 |
|
Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders |
|
|
101 |
|
Section 12.08 Governing Law |
|
|
102 |
|
Section 12.09 No Adverse Interpretation of Other Agreements |
|
|
102 |
|
Section 12.10 Successors |
|
|
102 |
|
Section 12.11 Severability |
|
|
102 |
|
Section 12.12 Counterpart Originals |
|
|
102 |
|
Section 12.13 Table of Contents, Headings, etc. |
|
|
102 |
|
|
EXHIBITS |
|
|
|
|
|
Exhibit A FORM OF NOTE |
|
|
|
|
Exhibit B FORM OF CERTIFICATE OF TRANSFER |
|
|
|
|
Exhibit C FORM OF CERTIFICATE OF EXCHANGE |
|
|
|
|
Exhibit D FORM OF CERTIFICATE ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR |
|
|
|
|
Exhibit E FORM OF NOTATION OF GUARANTEE |
|
|
|
|
Exhibit F FORM OF SUPPLEMENTAL INDENTURE |
|
|
|
|
|
|
|
|
|
SCHEDULE |
|
|
|
|
|
|
|
|
|
Schedule 4.11 AFFILIATE TRANSACTIONS |
|
|
|
|
iv
INDENTURE dated as of June 18, 2008 among TARGA RESOURCES PARTNERS LP, a Delaware limited
partnership (Targa Resources Partners), and TARGA RESOURCES PARTNERS FINANCE CORPORATION, a
Delaware corporation (Finance Corp. and, together with Targa Resources Partners, the Issuers),
the Guarantors (as defined) and U.S. BANK NATIONAL ASSOCIATION, as trustee.
The Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other and
for the equal and ratable benefit of the Holders (as defined) of the 81/4% Senior Notes due 2016 (the
Notes):
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01 Definitions.
144A Global Note means a Global Note substantially in the form of Exhibit A hereto bearing
the Global Note Legend and the Private Placement Legend, deposited with the Custodian and
registered in the name of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.
Acquired Debt means, with respect to any specified Person:
(1) Indebtedness of any other Person existing at the time such other Person is merged
with or into or becomes a Subsidiary of such specified Person, whether or not such
Indebtedness is incurred in connection with, or in contemplation of, such other Person
merging with or into, or becoming a Subsidiary of, such specified Person, but excluding
Indebtedness which is extinguished, retired or repaid in connection with such Person
merging with or into or becoming a Subsidiary of such specified Person; and
(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified
Person.
Additional Notes means additional Notes (other than the Initial Notes) issued under this
Indenture in accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the
Initial Notes.
"Affiliate of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For
purposes of this definition, control, as used with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies
of such Person, whether through the ownership of voting securities, by agreement or otherwise;
provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to
be control; provided, further, that any third Person which also beneficially owns 10% or more of
the Voting Stock of a specified Person shall not be deemed to be an Affiliate of either the
specified Person or the other Person merely because of such common ownership in such specified
Person. For purposes of this definition, the terms controlling, controlled by and under
common control with have correlative meanings.
1
Agent means any Registrar or Paying Agent.
Applicable Premium means, with respect to any Note on any redemption date, the greater of:
(1) 1.0% of the principal amount of the Note; or
(2) the excess of: (a) the present value at such Redemption Date of (i) the
redemption price of the Note at July 1, 2012 (such redemption price being set forth in the
table appearing in Section 3.07 hereof) plus (ii) all required interest payments due on the
Note through July 1, 2012 (excluding accrued but unpaid interest to the Redemption Date),
computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus
50 basis points; over (b) the principal amount of the Note.
Applicable Procedures means, with respect to any transfer or exchange of or for beneficial
interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream
that apply to such transfer or exchange.
Asset Sale means:
(1) the sale, lease, conveyance or other disposition of any properties or assets;
provided, however, that the sale, lease, conveyance or other disposition of all or
substantially all of the properties or assets of Targa Resources Partners and its
Subsidiaries taken as a whole will be governed by Section 4.15 hereof and/or Section 5.01
hereof and not by Section 4.10 hereof; and
(2) the issuance of Equity Interests in any of Targa Resources Partners Restricted
Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries.
Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:
(1) any single transaction or series of related transactions that involves properties
or assets having a Fair Market Value of less than $25.0 million;
(2) a transfer of properties or assets between or among Targa Resources Partners and
its Restricted Subsidiaries;
(3) an issuance or sale of Equity Interests by a Restricted Subsidiary of Targa
Resources Partners to Targa Resources Partners or to a Restricted Subsidiary of Targa
Resources Partners;
(4) the sale or lease of products, equipment, services or accounts receivable in the
ordinary course of business and any sale or other disposition of damaged, worn-out or
obsolete properties or assets in the ordinary course of business;
2
(5) the sale or other disposition of cash or Cash Equivalents, Hedging Obligations or
other financial instruments in the ordinary course of business;
(6) a Restricted Payment that does not violate Section 4.07 hereof or a Permitted
Investment;
(7) any trade or exchange by Targa Resources Partners or any Restricted Subsidiary of
properties or assets of any type for properties or assets of any type owned or held by
another Person, including any disposition of some but not all of the Equity Interests of a
Restricted Subsidiary in exchange for assets or properties and after which the Person whose
Equity Interests have been so disposed of continues to be a Restricted Subsidiary, provided
that the Fair Market Value of the properties or assets traded or exchanged by Targa
Resources Partners or such Restricted Subsidiary (together with any cash or Cash
Equivalents and liabilities assumed) is reasonably equivalent to the Fair Market Value of
the properties or assets (together with any cash or Cash Equivalents and liabilities
assumed) to be received by Targa Resources Partners or such Restricted Subsidiary; and
provided, further, that any cash received must be applied in accordance with Section 4.10
hereof;
(8) the creation or perfection of a Lien that is not prohibited by Section 4.12 hereof
and any disposition in connection with a Permitted Lien;
(9) dispositions of Investments in Joint Ventures to the extent required by, or made
pursuant to customary buy/sell arrangements between the Joint Venture parties set forth in,
Joint Venture agreements or any similar binding arrangements:
(10) surrender or waiver of contract rights or the settlement, release or surrender of
contract, tort or other claims of any kind; and
(11) the grant in the ordinary course of business of any non-exclusive license of
patents, trademarks, registrations therefor and other similar intellectual property.
Attributable Debt in respect of a sale and leaseback transaction means, at the time of
determination, the present value of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such sale and leaseback transaction including any period
for which such lease has been extended or may, at the option of the lessor, be extended. Such
present value shall be calculated using a discount rate equal to the rate of interest implicit in
such transaction, determined in accordance with GAAP; provided, however, that if such sale and
leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented
thereby will be determined in accordance with the definition of Capital Lease Obligation.
Available Cash has the meaning assigned to such term in the Partnership Agreement, as in
effect on the date of this Indenture.
Bankruptcy Law means Title 11, U.S. Code or any similar federal or state law for the relief
of debtors.
3
Beneficial Owner has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under
the Exchange Act, except that in calculating the beneficial ownership of any particular person
(as that term is used in Section 13(d)(3) of the Exchange Act), such person will be deemed to
have beneficial ownership of all securities that such person has the right to acquire by
conversion or exercise of other securities, whether such right is currently exercisable or is
exercisable only after the passage of time. The terms Beneficially Owns and Beneficially Owned
have a corresponding meaning.
Board of Directors means:
(1) with respect to a corporation, the board of directors of the corporation or any
committee thereof duly authorized to act on behalf of such board;
(2) with respect to a partnership, the board of directors or board of managers of the
general partner of the partnership, or, if such general partner is itself a limited
partnership, then the board of directors or board of managers of its general partner;
(3) with respect to a limited liability company, the board of managers or directors,
the managing member or members or any controlling committee of managing members thereof;
and
(4) with respect to any other Person, the board or committee of such Person serving a
similar function.
Broker-Dealer has the meaning attributed to the term Participating Broker-Dealer in the
initial Registration Rights Agreement.
Business Day means any day other than a Legal Holiday.
Capital Lease Obligation means, at the time any determination is to be made, the amount of
the liability in respect of a capital lease that would at that time be required to be capitalized
on a balance sheet prepared in accordance with GAAP.
Capital Stock means:
(1) in the case of a corporation, corporate stock;
(2) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock;
(3) in the case of a partnership or limited liability company, partnership interests
(whether general or limited) or membership interests; and
(4) any other interest or participation that confers on a Person the right to receive
a share of the profits and losses of, or distributions of assets of, the issuing Person,
4
but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether
or not such debt securities include any right of participation with Capital Stock.
Cash Equivalents means:
(1) United States dollars or, in an amount up to the amount necessary or appropriate
to fund local operating expenses, other currencies;
(2) securities issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality of the United States government (provided that
the full faith and credit of the United States is pledged in support of those securities)
having maturities of not more than one year from the date of acquisition;
(3) certificates of deposit and eurodollar time deposits with maturities of six months
or less from the date of acquisition, bankers acceptances with maturities not exceeding
six months and overnight bank deposits, in each case, with any domestic commercial bank
having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of
B or better;
(4) repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (2) and (3) above entered into with any
financial institution meeting the qualifications specified in clause (3) above;
(5) commercial paper having one of the two highest ratings obtainable from Moodys or
S&P and, in each case, maturing within six months after the date of acquisition; and
(6) money market funds at least 95% of the assets of which constitute Cash Equivalents
of the kinds described in clauses (1) through (5) of this definition.
Change of Control means the occurrence of any of the following:
(1) the direct or indirect sale, lease, transfer, conveyance or other disposition
(other than by way of merger or consolidation), in one or a series of related transactions,
of all or substantially all of the properties or assets of Targa Resources Partners and its
Subsidiaries taken as a whole to any person (as that term is used in Section 13(d)(3) of
the Exchange Act), which occurrence is followed by a Ratings Decline within 90 days;
(2) the adoption of a plan relating to the liquidation or dissolution of Targa
Resources Partners or the removal of the General Partner by the limited partners of Targa
Resources Partners;
(3) the consummation of any transaction (including, without any merger or
consolidation), the result of which is that any person (as defined above), other than a
Qualified Owner, becomes the Beneficial Owner, directly or indirectly, of more than 50% of
the Voting Stock of the General Partner or of Targa Resources Partners, measured by voting
power rather than number of shares, units or the like, and as a result of such transaction
TRI is no longer the Beneficial Owner, directly or indirectly, of
5
more than 50% of the Voting Stock of either the General Partner or Targa Resources
Partners, measured by voting power rather than number of shares, units or the like, which
occurrence is followed by a Ratings Decline within 90 days; or
(4) the first day on which a majority of the members of the Board of Directors of the
General Partner are not Continuing Directors, which occurrence is followed by a Ratings
Decline within 90 days.
Notwithstanding the preceding, a conversion of Targa Resources Partners from a limited
partnership to a corporation, limited liability company or other form of entity or an exchange of
all of the outstanding limited partnership interests for capital stock in a corporation, for member
interests in a limited liability company or for Equity Interests in such other form of entity shall
not constitute a Change of Control, so long as following such conversion or exchange the persons
(as defined above) who Beneficially Owned the Capital Stock of Targa Resources Partners immediately
prior to such transactions continue to Beneficially Own in the aggregate more than 50% of the
Voting Stock of such entity, or continue to Beneficially Own sufficient Equity Interests in such
entity to elect a majority of its directors, managers, trustees or other persons serving in a
similar capacity for such entity, and, in either case TRI Beneficially Owns more than 50% of the
Voting Stock of such entity.
Clearstream means Clearstream Banking, Société Anonyme, or any successor securities
clearance agency.
Company Order means a written order delivered to the Trustee by Targa Resources Partners and
executed on its behalf by an Officer of the General Partner.
Consolidated Cash Flow means, with respect to any specified Person for any period, the
Consolidated Net Income of such Person for such period plus, without duplication:
(1) an amount equal to (i) any extraordinary loss plus (ii) any net loss realized by
such Person or any of its Restricted Subsidiaries in connection with an Asset Sale or the
disposition of any securities by such Person or any of its Restricted Subsidiaries or the
extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries, in
each case, to the extent such losses were deducted in computing such Consolidated Net
Income; plus
(2) provision for taxes based on income or profits of such Person and its Restricted
Subsidiaries for such period, to the extent that such provision for taxes was deducted in
computing such Consolidated Net Income; plus
(3) the consolidated interest expense of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued (including amortization of debt issuance costs and
original issue discount, non-cash interest payments, the interest component of any deferred
payment obligations, the interest component of all payments associated with Capital Lease
Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and
other fees and charges incurred in respect of letter of credit or bankers acceptance
financings, and net of the effect of all payments, if any,
6
made or received pursuant to interest-rate Hedging Obligations), to the extent that
any such expense was deducted in computing such Consolidated Net Income; plus
(4) depreciation, amortization (including amortization of intangibles but excluding
amortization of prepaid cash expenses that were paid in a prior period) and other non-cash
expenses (excluding any such non-cash expense to the extent that it represents an accrual
of or reserve for cash expenses in any future period or amortization of a prepaid cash
expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for
such period to the extent that such depreciation, amortization and other non-cash expenses
were deducted in computing such Consolidated Net Income; plus
(5) unrealized non-cash losses resulting from foreign currency balance sheet
adjustments required by GAAP to the extent such losses were deducted in computing such
Consolidated Net Income; plus
(6) all extraordinary, unusual or non-recurring items of gain or loss, or revenue or
expense; minus
(7) non-cash items increasing such Consolidated Net Income for such period, other than
items that were accrued in the ordinary course of business,
in each case, on a consolidated basis and determined in accordance with GAAP.
Consolidated Net Income means, with respect to any specified Person for any period, the
aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a
consolidated basis, determined in accordance with GAAP; provided that:
(1) the aggregate Net Income (but not loss) of any Person that is not a Restricted
Subsidiary or that is accounted for by the equity method of accounting will be included
only to the extent of the amount of dividends or similar distributions paid in cash to the
specified Person or a Restricted Subsidiary of the Person; provided that with respect to
any Joint Venture, the aggregate Net Income of such Joint Venture will be included to the
extent of Targa Resources Partners and a Restricted Subsidiarys percent ownership of such
Joint Venture so long as the declaration or payment of dividends or similar distributions
by such Joint Venture of that Net Income is at the date of determination permitted without
any prior governmental approval (that has not been obtained) or, directly or indirectly, by
operation of the terms of its charter or any agreement, instrument, judgment, decree,
order, statute, rule or governmental regulation applicable to that Joint Venture or its
stockholders, partners or members;
(2) the Net Income of any Restricted Subsidiary that is not a Guarantor will be
excluded to the extent that the declaration or payment of dividends or similar
distributions by that Restricted Subsidiary of that Net Income is not at the date of
determination permitted without any prior governmental approval (that has not been
obtained) or, directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Restricted Subsidiary or its stockholders, partners or members;
7
(3) the cumulative effect of a change in accounting principles will be excluded;
(4) unrealized losses and gains under derivative instruments included in the
determination of Consolidated Net Income, including those resulting from the application of
Statement of Financial Accounting Standards No. 133 will be excluded; and
(5) any charges relating to any premium or penalty paid, write off of deferred finance
costs or other charges in connection with redeeming or retiring any Indebtedness prior to
its Stated Maturity will be excluded.
Consolidated Net Tangible Assets means, with respect to any Person at any date of
determination, the aggregate amount of total assets included in such Persons most recent quarterly
or annual consolidated balance sheet prepared in accordance with GAAP less applicable reserves
reflected in such balance sheet, after (i) adding the aggregate incremental amount of total assets
that would have resulted from an acquisition of assets from an Affiliate that is accounted for as a
pooling had it been accounted for using purchase accounting and (ii) deducting the following
amounts: (a) all current liabilities reflected in such balance sheet, and (b) all goodwill,
trademarks, patents, unamortized debt discounts and expenses and other like intangibles reflected
in such balance sheet.
Continuing Directors means, as of any date of determination, any member of the Board of
Directors of the General Partner who:
(1) was a member of such Board of Directors on the date of this Indenture; or
(2) was nominated for election or elected to such Board of Directors with the approval
of a majority of the Continuing Directors who were members of such Board of Directors at
the time of such nomination or election,
Corporate Trust Office of the Trustee means the office of the Trustee in the City of New
York at which at any time its corporate trust business shall be administered, which office at the
date hereof is located at 100 Wall Street, Suite 1600, New York, New York 10005, Attn: Corporate
Trust Department, or such other address in the City of New York as the Trustee may designate from
time to time by notice to the Holders and the Issuers, or the principal corporate trust office in
the City of New York of any successor Trustee (or such other address as a successor Trustee may
designate from time to time by notice to the Holders and the Issuers).
Credit Agreement means that certain Credit Agreement, dated February 14, 2007 and amended
October 24, 2007, by and among Targa Resources Partners LP, as Borrower, Bank of America, N.A., as
Administrative Agent, Wachovia Bank, N.A., as Syndication Agent, Merrill Lynch Capital, Royal Bank
of Canada and The Royal Bank of Scotland PLC, as Co-Documentation Agents, and the other lenders
party thereto, including any related notes, Guarantees, collateral documents, instruments and
agreements executed in connection therewith, and, in each case, as amended, restated, modified,
renewed, refunded, replaced or refinanced in whole or in part from time to time.
8
Credit Facilities means, one or more debt facilities (including the Credit Agreement) or
commercial paper facilities, in each case, with banks or other institutional lenders providing for
revolving credit loans, term loans, accounts receivable financing (including through the sale of
accounts receivable to such lenders or to special purpose entities formed to borrow from such
lenders against such accounts receivable) or letters of credit, in each case, as amended, restated,
modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities
to institutional investors) in whole or in part from time to time.
Custodian means the Trustee, as custodian with respect to the Notes in global form, or any
successor entity thereto.
Default means any event that is, or with the passage of time or the giving of notice or both
would be, an Event of Default.
Definitive Note means a certificated Note registered in the name of the Holder thereof and
issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto except
that such Note shall not bear the Global Note Legend and shall not have the Schedule of Exchanges
of Interests in the Global Note attached thereto.
Depositary means, with respect to the Notes issuable or issued in whole or in part in global
form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and
any and all successors thereto appointed as Depositary hereunder and having become such pursuant to
the applicable provision of this Indenture.
Disqualified Equity means any Equity Interest that, by its terms (or by the terms of any
security into which it is convertible, or for which it is exchangeable, in each case, at the option
of the holder of the Equity Interest), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the
option of the holder of the Equity Interest, in whole or in part, on or prior to the date that is
91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any
Equity Interest that would constitute Disqualified Equity solely because the holders of the Equity
Interest have the right to require Targa Resources Partners to repurchase such Equity Interest upon
the occurrence of a change of control or an asset sale will not constitute Disqualified Equity if
the terms of such Equity Interest provide that Targa Resources Partners may not repurchase or
redeem any such Equity Interest pursuant to such provisions unless such repurchase or redemption
complies with Section 4.07 hereof.
Domestic Subsidiary means any Restricted Subsidiary of Targa Resources Partners that was
formed under the laws of the United States or any state of the United States or the District of
Columbia and all of whose outstanding Capital Stock is Beneficially Owned by Targa Resources
Partners.
Equity Interests means Capital Stock and all warrants, options or other rights to acquire
Capital Stock (but excluding any debt security that is convertible into, or exchangeable for,
Capital Stock).
9
Equity Offering means any public or private sale of Equity Interests (other than
Disqualified Equity) made for cash on a primary basis by Targa Resources Partners after the date of
this Indenture.
Euroclear means Euroclear Bank S.A./N.V., or any successor securities clearance agency.
Exchange Notes means the Notes issued in an Exchange Offer pursuant to Section 2.06(f)
hereof. Exchange Offer has the meaning set forth in the applicable Registration Rights
Agreement.
Exchange Offer Registration Statement has the meaning set forth in the applicable
Registration Rights Agreement.
Existing Indebtedness means the aggregate principal amount of Indebtedness of Targa
Resources Partners and its Subsidiaries (other than Indebtedness under the Credit Agreement) in
existence on the date of this Indenture, until such amounts are repaid.
Fair Market Value means the value that would be paid by a willing buyer to an unaffiliated
willing seller in a transaction not involving distress or necessity of either party, determined in
good faith by the Board of Directors of the General Partner in the case of amounts over $50.0
million and otherwise by an executive officer of the General Partner.
FERC Subsidiary means a Restricted Subsidiary of Targa Resources Partners that is subject to
the regulatory jurisdiction of the Federal Energy Regulatory Commission (or any successor thereof)
under Section 7(c) of the Natural Gas Act of 1938.
Fixed Charge Coverage Ratio means with respect to any specified Person for any four-quarter
reference period, the ratio of the Consolidated Cash Flow of such Person for such period to the
Fixed Charges of such Person for such period. If the specified Person or any of its Restricted
Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise
discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases
or redeems Disqualified Equity subsequent to the commencement of the applicable four-quarter
reference period and on or prior to the date on which the event for which the calculation of the
Fixed Charge Coverage Ratio is made (the Calculation Date), then the Fixed Charge Coverage Ratio
will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment,
repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase
or redemption of Disqualified Equity, and the use of the proceeds therefrom, as if the same had
occurred at the beginning of such period.
In addition, for purposes of calculating the Fixed Charge Coverage Ratio:
(1) acquisitions that have been made by the specified Person or any of its Restricted
Subsidiaries, including through mergers or consolidations and including any
related financing transactions during the four-quarter reference period or subsequent
to such reference period and on or prior to the Calculation Date will be given pro forma
effect as if they had occurred on the first day of the four-quarter reference period,
including any Consolidated Cash Flow and any pro forma expense and cost reductions
10
that have occurred or are reasonably expected to occur, in the reasonable judgment of the chief
financial or accounting officer of Targa Resources Partners (regardless of whether those
cost savings or operating improvements could then be reflected in pro forma financial
statements in accordance with Regulation S-X promulgated under the Securities Act or any
other regulation or policy of the SEC related thereto);
(2) the Consolidated Cash Flow attributable to discontinued operations, as determined
in accordance with GAAP, and operations or businesses (and ownership interests therein)
disposed of prior to the Calculation Date, will be excluded;
(3) the Fixed Charges attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses (and ownership interests therein)
disposed of prior to the Calculation Date, will be excluded, but only to the extent that
the obligations giving rise to such Fixed Charges will not be obligations of the specified
Person or any of its Restricted Subsidiaries following the Calculation Date;
(4) interest income reasonably anticipated by such Person to be received during the
applicable four quarter period from cash or Cash Equivalents held by such Person or any
Restricted Subsidiary of such Person, which cash or Cash Equivalents exist on the
Calculation Date or will exist as a result of the transaction giving rise to the need to
calculate the Fixed Charge Coverage Ratio, will be included;
(5) if any Indebtedness bears a floating rate of interest, the interest expense on
such Indebtedness will be calculated as if the average rate in effect from the beginning of
the applicable period to the Calculation Date had been the applicable rate for the entire
period (taking into account any Hedging Obligation applicable to such Indebtedness if such
Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months);
and
(6) if any Indebtedness is incurred under a revolving credit facility and is being
given pro forma effect, the interest on such Indebtedness shall be calculated based on the
average daily balance of such Indebtedness for the four fiscal quarters subject to the pro
forma calculation.
Fixed Charges means, with respect to any specified Person for any period, (A) the sum,
without duplication, of:
(1) the consolidated interest expense of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued, including amortization of debt issuance costs and
original issue discount, non-cash interest payments, the interest component of any deferred
payment obligations, the interest component of all payments associated with Capital Lease
Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and
other fees and charges incurred in respect of letter of
credit or bankers acceptance financings, and net of the effect of all payments made
or received pursuant to Hedging Obligations in respect of interest rates; plus
(2) the consolidated interest expense of such Person and its Restricted Subsidiaries
that was capitalized during such period; plus
11
(3) any interest expense respecting Indebtedness of another Person that is guaranteed
by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such
Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is
called upon; plus
(4) all dividends, whether paid or accrued and whether or not in cash, on any series
of Disqualified Equity of such Person or any of its Restricted Subsidiaries, other than
dividends on Equity Interests payable solely in Equity Interests of Targa Resources
Partners (other than Disqualified Equity) or to Targa Resources Partners or a Restricted
Subsidiary of Targa Resources Partners; minus
(B) to the extent included in (A) above, write-offs of deferred financing costs of such Person and
its Restricted Subsidiaries during such period and any charge related to, or any premium or penalty
paid in connection with, paying any such Indebtedness of such Person and its Restricted
Subsidiaries prior to its Stated Maturity.
GAAP means generally accepted accounting principles in the United States, which are in
effect from time to time.
General Partner means Targa Resources GP LLC, a Delaware limited liability company, and its
successors and permitted assigns as general partner of Targa Resources Partners or as the business
entity with the ultimate authority to manage the business and operations of Targa Resources
Partners.
Global Note Legend means the legend set forth in Section 2.06(g)(2) hereof, which is
required to be placed on all Global Notes issued under this Indenture.
Global Notes means, individually and collectively, each of the Restricted Global Notes and
the Unrestricted Global Notes registered in the name of the Depositary or its nominee, deposited
with the Custodian, substantially in the form of Exhibit A hereto, that bears the Global Note
Legend and that has the Schedule of Exchanges of Interests in the Global Note attached thereto,
issued in accordance with Section 2.01 or 2.06 hereof.
Government Securities means direct obligations of, or obligations guaranteed by, the United
States of America for the payment of which guarantee or obligations the full faith and credit of
the United States of America is pledged.
Guarantee means a guarantee other than by endorsement of negotiable instruments for
collection in the ordinary course of business, direct or indirect, in any manner including by way
of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof,
of all or any part of any Indebtedness.
Guarantors means each of:
(1) the Subsidiaries of Targa Resources Partners, other than Finance Corp., executing
this Indenture as initial Guarantors; and
12
(2) any other Subsidiary of Targa Resources Partners that becomes a Guarantor in
accordance with the provisions of this Indenture,
and their respective successors and assigns, in each case, until the Note Guarantee of such Person
has been released in accordance with the provisions of this Indenture.
Hedging Obligations means, with respect to any specified Person, the obligations of such
Person incurred in the ordinary course of business and not for speculative purposes under:
(1) interest rate swap agreements (whether from fixed to floating or from floating to
fixed), interest rate cap agreements and interest rate collar agreements entered into with
one or more financial institutions and designed to reduce costs of borrowing or to protect
the Person or any of its Restricted Subsidiaries entering into the agreement against
fluctuations in interest rates with respect to Indebtedness incurred;
(2) other agreements or arrangements designed to manage interest rates or interest
rate risk;
(3) foreign exchange contracts and currency protection agreements entered into with
one of more financial institutions and designed to protect the Person or any of its
Restricted Subsidiaries entering into the agreement against fluctuations in currency
exchange rates with respect to Indebtedness incurred;
(4) any commodity futures contract, commodity option, commodity swap agreement or
other similar agreement or arrangement designed to protect against fluctuations in the
price of Hydrocarbons used, produced, processed or sold by that Person or any of its
Restricted Subsidiaries at the time; and
(5) other agreements or arrangements designed to protect such Person or any of its
Restricted Subsidiaries against fluctuations in currency exchange rates or commodity
prices.
Holder means a Person in whose name a Note is registered.
Hydrocarbons means crude oil, natural gas, natural gas liquids, casinghead gas, drip
gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all constituents,
elements or compounds thereof and products refined or processed therefrom.
Indebtedness means, with respect to any specified Person, any indebtedness of such Person,
whether or not contingent:
(1) in respect of borrowed money;
(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit
(or reimbursement agreements in respect thereof);
(3) in respect of bankers acceptances;
13
(4) representing Capital Lease Obligations or Attributable Debt in respect of sale and
leaseback transactions;
(5) representing the balance deferred and unpaid of the purchase price of any property
or services due more than six months after such property is acquired or such services are
completed; or
(6) representing any Hedging Obligations,
if and to the extent any of the preceding items (other than letters of credit, Attributable Debt
and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person
prepared in accordance with GAAP. In addition, the term Indebtedness includes all Indebtedness
of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness
is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the
specified Person of any Indebtedness of any other Person.
Notwithstanding the foregoing, the following shall not constitute Indebtedness:
(1) accrued expenses and trade accounts payable arising in the ordinary course of
business;
(2) any obligation of Targa Resources Partners or any of its Restricted Subsidiaries
in respect of bid, performance, surety and similar bonds issued for the account of Targa
Resources Partners and any of its Restricted Subsidiaries in the ordinary course of
business, including Guarantees and obligations of Targa Resources Partners or any of its
Restricted Subsidiaries with respect to letters of credit supporting such obligations (in
each case other than an obligation for money borrowed);
(3) any Indebtedness that has been defeased in accordance with GAAP or defeased
pursuant to the deposit of cash or Government Securities (in an amount sufficient to
satisfy all such Indebtedness at fixed maturity or redemption, as applicable, and all
payments of interest and premium, if any) in a trust or account created or pledged for the
sole benefit of the holders of such Indebtedness and subject to no other Liens, and the
other applicable terms of the instrument governing such Indebtedness;
(4) any obligation arising from the honoring by a bank or other financial institution
of a check, draft or similar instrument drawn against insufficient funds in the ordinary
course of business; provided, however, that such obligation is extinguished within five
Business Days of its incurrence; and
(5) any obligation arising from any agreement providing for indemnities, guarantees,
purchase price adjustments, holdbacks, contingency payment obligations based on the
performance of the acquired or disposed assets or similar obligations (other
than Guarantees of Indebtedness) incurred by any Person in connection with the
acquisition or disposition of assets.
Indenture means this Indenture, as amended or supplemented from time to time.
14
Initial Notes means the first $250,000,000 aggregate principal amount of Notes issued under
this Indenture on the date hereof.
Initial Purchasers means, with respect to the Initial Notes, Deutsche Bank Securities Inc.,
Credit Suisse Securities (USA) LLC, Banc of America Securities LLC, Lehman Brothers Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Greenwich Capital Markets, Inc., Wachovia Capital
Markets, LLC, BNP Paribas Securities Corp., Piper Jaffray & Co., RBC Capital Markets Corporation,
Comerica Securities, Inc. and BBVA Securities Inc., and, with respect to any Additional Notes, the
initial purchasers thereof.
Institutional Accredited Investor means an institution that is an accredited investor as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who is not also a QIB.
Investment Grade Rating means a rating equal to or higher than Baa3 (or the equivalent) by
Moodys and BBB- (or the equivalent) by S&P.
Investments means, with respect to any Person, (a) all direct or indirect investments by
such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or
other obligations), advances or capital contributions (excluding (1) commission, travel and similar
advances to officers and employees made in the ordinary course of business and (2) advances to
customers in the ordinary course of business that are recorded as accounts receivable on the
balance sheet of the lender) and (b) purchases or other acquisitions of Indebtedness, Equity
Interests or other securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If Targa Resources Partners or
any Restricted Subsidiary of Targa Resources Partners sells or otherwise disposes of any Equity
Interests of any direct or indirect Restricted Subsidiary of Targa Resources Partners such that,
after giving effect to any such sale or disposition, such Person is no longer a Restricted
Subsidiary of Targa Resources Partners, Targa Resources Partners will be deemed to have made an
Investment on the date of any such sale or disposition equal to the Fair Market Value of Targa
Resources Partners Investments in such Restricted Subsidiary that were not sold or disposed of in
an amount determined as provided in Section 4.07(b) hereof.
Joint Venture means (i) any Person that is not a direct or indirect Subsidiary of Targa
Resources Partners in which Targa Resources Partners or any of its Restricted Subsidiaries makes
any Investment (provided that, for purposes of the proviso to clause (1) of the definition of
Consolidated Net Income, Targa Resources Partners and its Restricted Subsidiaries own at least
20% of the Equity Interests of such Person on a fully diluted basis or control the management of
such Person pursuant to a contractual agreement) or (ii) an Unrestricted Subsidiary of Targa
Resources Partners that (a) has no Indebtedness and (b) was an Affiliate of Targa Resources
Partners as of the date of this Indenture.
Legal Holiday means a Saturday, a Sunday or a day on which banking institutions in the City
of Houston, the City of New York or at a place of payment are authorized by law, regulation or
executive order to remain closed. If a payment date is a Legal Holiday at a place of payment,
payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue on such payment for the intervening period.
15
Letter of Transmittal means the letter of transmittal to be prepared by the Issuers and sent
to all Holders of the Notes for use by such Holders in connection with an Exchange Offer.
Lien means, with respect to any asset, any mortgage, lien, pledge, charge, security interest
or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise
perfected under applicable law, including any conditional sale or other title retention agreement,
any lease in the nature thereof, any option or other agreement to sell or give a security interest
in and any filing of or agreement to give any financing statement under the Uniform Commercial Code
(or equivalent statutes) of any jurisdiction other than a precautionary financing statement
respecting a lease not intended as a security agreement. In no event shall a right of first
refusal be deemed to constitute a Lien.
Liquidated Damages means all liquidated damages then owing pursuant to a Registration Rights
Agreement.
Moodys means Moodys Investors Service, Inc., or any successor to the rating agency
business thereof.
Net Income means, with respect to any specified Person, the net income (loss) of such
Person, determined in accordance with GAAP and before any reduction in respect of preferred stock
dividends, excluding, however:
(1) any gain (but not loss), together with any related provision for taxes on such
gain (but not loss), realized in connection with:
(a) any Asset Sale; or
(b) the disposition of any securities by such Person or the extinguishment of
any Indebtedness of such Person; and
(2) any extraordinary gain (but not loss), together with any related provision for
taxes on such extraordinary gain (but not loss).
Net Proceeds means the aggregate cash proceeds received by Targa Resources Partners or any
of its Restricted Subsidiaries in respect of any Asset Sale (including any cash received upon the
sale or other disposition of any non-cash consideration received in any Asset Sale), net of:
(1) the direct costs relating to such Asset Sale, including legal, accounting and
investment banking fees, and sales commissions, and any relocation expenses incurred as a
result of the Asset Sale,
(2) taxes paid or payable as a result of the Asset Sale, in each case, after taking
into account any available tax credits or deductions and any tax sharing arrangements,
16
(3) amounts required to be applied to the repayment of Indebtedness, other than
revolving credit Indebtedness except to the extent resulting in a permanent reduction in
availability of such Indebtedness under a Credit Facility, secured by a Lien on the
properties or assets that were the subject of such Asset Sale and all distributions and
payments required to be made to minority interest holders in Restricted Subsidiaries as a
result of such Asset Sale, and
(4) any amounts to be set aside in any reserve established in accordance with GAAP or
any amount placed in escrow, in either case for adjustment in respect of the sale price of
such properties or assets or for liabilities associated with such Asset Sale and retained
by Targa Resources Partners or any of its Restricted Subsidiaries until such time as such
reserve is reversed or such escrow arrangement is terminated, in which case Net Proceeds
shall include only the amount of the reserve so reversed or the amount returned to Targa
Resources Partners or its Restricted Subsidiaries from such escrow arrangement, as the case
may be.
Non-Recourse Debt means Indebtedness:
(1) as to which neither Targa Resources Partners nor any of its Restricted
Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement
or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as
a guarantor or otherwise or (c) is the lender;
(2) no default with respect to which (including any rights that the holders of the
Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would
permit upon notice, lapse of time or both any holder of any other Indebtedness (except the
Notes) of Targa Resources Partners or any of its Restricted Subsidiaries to declare a
default on such other Indebtedness or cause the payment of the Indebtedness to be
accelerated or payable prior to its Stated Maturity; and
(3) as to which the lenders have been notified in writing that they will not have any
recourse to the Equity Interests or assets of Targa Resources Partners or any of its
Restricted Subsidiaries except as contemplated by clause (10) of the definition of
Permitted Liens.
For purposes of determining compliance with Section 4.09 hereof, if any Non-Recourse Debt of
any of Targa Resources Partners Unrestricted Subsidiaries ceases to be Non-Recourse Debt of such
Unrestricted Subsidiary, such event will be deemed to constitute an incurrence of Indebtedness by a
Restricted Subsidiary of Targa Resources Partners.
Non-U.S. Person means a Person who is not a U.S. Person.
Note Guarantee means the Guarantee by each Guarantor of the Issuers obligations under this
Indenture and the Notes, pursuant to the provisions of this Indenture.
Notes has the meaning assigned to it in the preamble to this Indenture. The Initial Notes,
any Additional Notes, any Exchange Notes and any Private Exchange Notes shall be treated as a
single class for all purposes under this Indenture, and unless the context otherwise
17
requires, all references to the Notes shall include the Initial Notes, any Additional Notes, any Exchange Notes
and any Private Exchange Notes.
Obligations means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation governing any
Indebtedness.
Offering Memorandum means the final Offering Memorandum of the Issuers, dated June 12, 2008,
with respect to the Initial Notes.
Officer means, with respect to any Person, the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer,
any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person (or, if
such Person is a limited partnership, the general partner of such Person, except it shall be the
General Partner in the case of Targa Resources Partners).
Officers Certificate means, with respect to any Person, a certificate signed on behalf of
such Person by any two of its Officers, one of whom must be the principal executive officer, the
principal financial officer or the principal accounting officer of such Person that meets the
requirements of Section 12.05 hereof.
Operating Surplus has the meaning assigned to such term in the Partnership Agreement, as in
effect on the date of this Indenture.
Opinion of Counsel means an opinion from legal counsel who is reasonably acceptable to the
Trustee, that meets the requirements of Section 12.05 hereof. The counsel may be an employee of or
counsel to Targa Resources Partners, the General Partner, any Subsidiary of Targa Resources
Partners or the General Partner or the Trustee.
Opinion of Outside Counsel means an opinion from legal counsel who is reasonably acceptable
to the Trustee, that meets the requirements of Section 12.05 hereof. The counsel may be an
employee of or counsel to the Trustee but not an employee of an Issuer or an Affiliate thereof.
Partnership Agreement means the First Amended and Restated Agreement of Limited Partnership
of Targa Resources Partners LP, dated as of February 14, 2007, as amended, modified or supplemented
from time to time.
Permitted Business means either (1) gathering, transporting, treating, processing,
fractionating, marketing, distributing, storing or otherwise handling Hydrocarbons, or activities
or services reasonably related or ancillary thereto including entering into Hedging Obligations to
support these businesses, or (2) any other business that generates gross income that constitutes
qualifying income under Section 7704(d) of the Internal Revenue Code of 1986, as amended.
18
Permitted Business Investments means Investments by Targa Resources Partners or any of its
Restricted Subsidiaries in any Unrestricted Subsidiary of Targa Resources Partners or in any Joint
Venture, provided that:
(1) either (a) at the time of such Investment and immediately thereafter, Targa
Resources Partners could incur $1.00 of additional Indebtedness under the Fixed Charge
Coverage Ratio test set forth in Section 4.09(a) hereof or (b) such Investment does not
exceed the aggregate amount of Incremental Funds (as defined in Section 4.07 hereof) not
previously expended at the time of making such Investment;
(2) if such Unrestricted Subsidiary or Joint Venture has outstanding Indebtedness at
the time of such Investment, either (a) all such Indebtedness is Non-Recourse Debt or (b)
any such Indebtedness of such Unrestricted Subsidiary or Joint Venture that is recourse to
Targa Resources Partners or any of its Restricted Subsidiaries (which shall include all
Indebtedness of such Unrestricted Subsidiary or Joint Venture for which Targa Resources
Partners or any of its Restricted Subsidiaries may be directly or indirectly, contingently
or otherwise, obligated to pay, whether pursuant to the terms of such Indebtedness, by law
or pursuant to any guarantee, including any claw-back, make-well or keep-well
arrangement) could, at the time such Investment is made, be incurred at that time by Targa
Resources Partners and its Restricted Subsidiaries under the Fixed Charge Coverage Ratio
test set forth in Section 4.09(a) hereof; and
(3) such Unrestricted Subsidiarys or Joint Ventures activities are not outside the
scope of the Permitted Business.
Permitted Investments means:
(1) any Investment in Targa Resources Partners or in a Restricted Subsidiary of Targa
Resources Partners;
(2) any Investment in Cash Equivalents;
(3) any Investment by Targa Resources Partners or any Restricted Subsidiary of Targa
Resources Partners in a Person, if as a result of such Investment:
(a) such Person becomes a Restricted Subsidiary of Targa Resources Partners;
or
(b) such Person is merged, consolidated or amalgamated with or into, or
transfers or conveys substantially all of its properties or assets to, or is
liquidated into, Targa Resources Partners or a Restricted Subsidiary of Targa
Resources Partners;
19
(4) any Investment made as a result of the receipt of non-cash consideration from:
(a) an Asset Sale that was made pursuant to and in compliance with Section 4.10
hereof; or
(b) pursuant to clause (7) of the items deemed not to be Asset Sales under the
definition of Asset Sale;
(5) any Investment in any Person solely in exchange for the issuance of Equity
Interests (other than Disqualified Equity) of Targa Resources Partners;
(6) any Investments received in compromise or resolution of (A) obligations of trade
creditors or customers that were incurred in the ordinary course of business of Targa
Resources Partners or any of its Restricted Subsidiaries, including pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of any trade
creditor or customer, or as a result of a foreclosure by Targa Resources Partners or any of
its Restricted Subsidiaries with respect to any secured Investment in default; or (B)
litigation, arbitration or other disputes with Persons who are not Affiliates;
(7) Investments represented by Hedging Obligations permitted to be incurred;
(8) loans or advances to employees of Targa Resources Partners or any of its
Affiliates made in the ordinary course of business of Targa Resources Partners or any
Restricted Subsidiary of Targa Resources Partners in an aggregate principal amount not to
exceed $2.5 million at any one time outstanding;
(9) repurchases of the Notes;
(10) any Investments in prepaid expenses, negotiable instruments held for collection
and lease, utility, workers compensation and performance and other similar deposits and
prepaid expenses made in the ordinary course of business;
(11) Permitted Business Investments; and
(12) other Investments in any Person having an aggregate Fair Market Value (measured
on the date each such Investment was made and without giving effect to subsequent changes
in value), when taken together with all other Investments made pursuant to this clause (12)
that are at the time outstanding not to exceed the greater of (a) $25.0 million and (b)
2.5% of Targa Resources Partners Consolidated Net Tangible Assets.
Permitted Liens means:
(1) Liens securing any Indebtedness under any of the Credit Facilities and all
Obligations and Hedging Obligations relating to such Indebtedness;
(2) Liens in favor of Targa Resources Partners or the Guarantors;
20
(3) Liens on property of a Person existing at the time such Person is merged with or
into or consolidated with Targa Resources Partners or any Subsidiary of Targa Resources
Partners; provided that such Liens were in existence prior to such merger or consolidation
and do not extend to any assets other than those of the Person merged with or into or
consolidated with Targa Resources Partners or the Subsidiary;
(4) Liens on property existing at the time of acquisition of the property by Targa
Resources Partners or any Restricted Subsidiary of Targa Resources Partners; provided that
such Liens were in existence prior to, such acquisition, and not incurred in contemplation
of, such acquisition;
(5) Liens to secure the performance of statutory obligations, surety or appeal bonds,
performance bonds or other obligations of a like nature incurred in the ordinary course of
business;
(6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by
clause (4) of Section 4.09(b) hereof covering only the assets acquired with or financed by
such Indebtedness;
(7) Liens existing on the date of this Indenture (other than Liens securing the Credit
Facilities);
(8) Liens created for the benefit of (or to secure) the Notes (or the Note
Guarantees);
(9) Liens on any property or asset acquired, constructed or improved by Targa
Resources Partners or any of its Restricted Subsidiaries (a Purchase Money Lien), which
(a) are in favor of the seller of such property or asset, in favor of the Person
developing, constructing, repairing or improving such property or asset, or in favor of the
Person that provided the funding for the acquisition, development, construction, repair or
improvement cost, as the case may be, of such property or asset, (b) are created within 360
days after the acquisition, development, construction, repair or improvement, (c) secure
the purchase price or development, construction, repair or improvement cost, as the case
may be, of such property or asset in an amount up to 100% of the Fair Market Value of such
acquisition, construction or improvement of such asset or property, and (d) are limited to
the asset or property so acquired, constructed or improved (including the proceeds thereof,
accessions thereto and upgrades thereof);
(10) Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or
any Joint Venture owned by Targa Resources Partners or any Restricted Subsidiary of Targa
Resources Partners to the extent securing Non-Recourse Debt or other Indebtedness of such
Unrestricted Subsidiary or Joint Venture;
(11) Liens in favor of collecting or payor banks having a right of setoff, revocation,
refund or chargeback with respect to money or instruments of Targa Resources Partners or
any of its Restricted Subsidiaries on deposit with or in possession of such bank;
21
(12) Liens to secure performance of Hedging Obligations of Targa Resources Partners or
any of its Restricted Subsidiaries;
(13) Liens arising under construction contracts, interconnection agreements, operating
agreements, joint venture agreements, partnership agreements, oil and gas leases, farmout
agreements, division orders, contracts for purchase, gathering, processing, fractionating,
sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural
gas, natural gas storage agreements, unitization and pooling declarations and agreements,
area of mutual interest agreements, real property leases and other agreements arising in
the ordinary course of business of Targa Resources Partners and its Restricted Subsidiaries
that are customary in the Permitted Business;
(14) Liens upon specific items of inventory, receivables or other goods or proceeds of
Targa Resources Partners or any of its Restricted Subsidiaries securing such Persons
obligations in respect of bankers acceptances or receivables securitizations issued or
created for the account of such Person to facilitate the purchase, shipment or storage of
such inventory, receivables or other goods or proceeds and permitted by Section 4.09;
(15) Liens securing any Indebtedness equally and ratably with all Obligations due
under the Notes or any Note Guarantee pursuant to a contractual covenant that limits Liens
in a manner substantially similar to Section 4.12;
(16) any interest or title of a lessor to any property subject to a Capital Lease
Obligation;
(17) Liens incurred in the ordinary course of business of Targa Resources Partners or
any Restricted Subsidiary of Targa Resources Partners; provided, however, that, after
giving effect to any such incurrence, the aggregate principal amount of all Indebtedness
then outstanding and secured by any Liens pursuant to this clause (17) dates not exceed
5.0% of Targa Resources Partners Consolidated Net Tangible Assets at such time; and
(18) any Lien renewing, extending, refinancing or refunding a Lien permitted by
clauses (1) through (17) above; provided that (a) the principal amount of Indebtedness
secured by such Lien does not exceed the principal amount of such Indebtedness outstanding
immediately prior to the renewal, extension, refinance or refund of such Lien, plus all
accrued interest on the Indebtedness secured thereby and the amount of all fees, expenses
and premiums incurred in connection therewith, and (b) no assets encumbered by any such
Lien other than the assets permitted to be encumbered immediately prior to such renewal,
extension, refinance or refund are encumbered thereby.
After termination of the covenants referred to in Section 4.20, for purposes of complying with
Section 4.12, the Liens described in clauses (1) and (17) of this definition of Permitted Liens
will be Permitted Liens only to the extent those Liens secure Indebtedness not
22
exceeding, at the time of determination, 10% of the Consolidated Net Tangible Assets of Targa
Resources Partners. Once effective, this 10% limitation on Permitted Liens will continue to apply
during any later period in which the Notes do not have an Investment Grade Rating by both Rating
Agencies.
Permitted Refinancing Indebtedness means any Indebtedness of Targa Resources Partners or any
of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to
renew, refund, refinance, replace, defease or discharge other Indebtedness of Targa Resources
Partners or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided
that:
(1) the principal amount of such Permitted Refinancing Indebtedness does not exceed
the principal amount of the Indebtedness renewed, refunded, refinanced, replaced, defeased
or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and
expenses, including premiums, incurred in connection therewith);
(2) such Permitted Refinancing Indebtedness has a final maturity date no earlier than
the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater
than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded,
refinanced, replaced, defeased or discharged;
(3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or
discharged is subordinated in right of payment to the Notes or the Note Guarantees, such
Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes or the
Note Guarantees, on terms at least as favorable to the Holders of Notes as those contained
in the documentation governing the Indebtedness being renewed, refunded, refinanced,
replaced, defeased or discharged; and
(4) such Indebtedness is not incurred by a Restricted Subsidiary of Targa Resources
Partners if Targa Resources Partners is the obligor on the Indebtedness being renewed,
refunded, refinanced, replaced, defeased or discharged.
Person means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, limited liability company or government or
other entity.
Private Exchange Notes means the Notes issued in a Private Exchange pursuant to
Section 2.06(f) hereof. Private Exchange has the meaning set forth in the applicable Registration
Rights Agreement.
Private Placement Legend means the legend set forth in Section 2.06(g)(1)(A) hereof to be
placed on all Notes issued under this Indenture except where otherwise permitted by the provisions
of this Indenture.
QIB means a qualified institutional buyer as defined in Rule 144A.
Qualified Owner means Warburg Pincus LLC and its Affiliates that are organized by such
Person (or any Person controlling such Person) primarily for making, or
23
otherwise having as their primary activity holding or exercising control over, equity or debt
investments in TRI or other portfolio companies.
Rating Agencies means Moodys and S&P.
Ratings Categories means:
(1) with respect to S&P, any of the following categories: AAA, AA, A, BBB, BB, B,
CCC, CC, C and D (or equivalent successor categories); and
(2) with respect to Moodys, any of the following categories: Aaa, Aa, A, Baa, Ba, B,
Caa, Ca, C and D (or equivalent successor categories).
Ratings Decline means a decrease in the rating of the Notes by either Moodys or S&P by one
or more gradations (including gradations within Rating Categories as well as between Rating
Categories). In determining whether the rating of the Notes has decreased by one or more
gradations, gradations within Ratings Categories, namely + or for S&P, and 1, 2, and 3 for
Moodys, will be taken into account; for example, in the case of S&P, a ratings decline either from
BB+ to BB or BB to B- will constitute a decrease of one gradation.
Reporting Default means a Default described in clause (4) under Section 6.01.
Registration Rights Agreement means (i) with respect to the Initial Notes, the Registration
Rights Agreement, dated as of June 18, 2008, among the Issuers, the Guarantors and the Initial
Purchasers, and (ii) with respect to any Additional Notes, the comparable agreement, in each case
as such agreement may be amended, modified or supplemented from time to time.
Regulation S means Regulation S promulgated under the Securities Act.
Regulation S Global Note means a Global Note substantially in the form of Exhibit A hereto
bearing the Global Note Legend and the Private Placement Legend, deposited with the Custodian and
registered in the name of the Depositary or its nominee, and issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 903 of Regulation S.
Responsible Officer when used with respect to the Trustee, means any officer within the
Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other
officer of the Trustee customarily performing functions similar to those performed by any of the
above designated officers and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his knowledge of and familiarity with the
particular subject.
Restricted Definitive Note means a Definitive Note that is a Restricted Note.
Restricted Global Note means a Global Note that is a Restricted Note.
Restricted Investment means an Investment other than a Permitted Investment.
24
Restricted Note has the meaning set forth in Rule 144(a)(3) under the Securities Act for the
term restricted securities; provided, however, that the Trustee shall be entitled to request and
conclusively rely upon an Opinion of Outside Counsel with respect to whether any Note is a
Restricted Note. Restricted Notes are required to bear the Private Placement Legend.
Restricted Period means the 40-day distribution compliance period as defined in
Regulation S.
Restricted Subsidiary of a Person means any Subsidiary of the specified Person that is not
an Unrestricted Subsidiary. Notwithstanding anything in this Indenture to the contrary, Finance
Corp. shall be a Restricted Subsidiary of Targa Resources Partners.
Rule 144 means Rule 144 promulgated under the Securities Act.
Rule 144A means Rule 144A promulgated under the Securities Act.
Rule 903 means Rule 903 promulgated under the Securities Act.
Rule 904 means Rule 904 promulgated under the Securities Act.
S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc.,
or any successor to the rating agency business thereof.
SEC means the Securities and Exchange Commission.
Securities Act means the Securities Act of 1933, as amended.
Senior Indebtedness means with respect to any Person, Indebtedness of such Person, unless
the instrument creating or evidencing such Indebtedness provides that such Indebtedness is
subordinate in right of payment to the Notes or the Note Guarantee of such Person, as the case may
be.
Shelf Registration Statement means a registration statement effecting a Shelf Registration
as defined in the initial Registration Rights Agreement.
Significant Subsidiary means any Subsidiary that would be a significant subsidiary as
defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as
such Regulation is in effect on the date of this Indenture.
Stated Maturity means, with respect to any installment of interest or principal on any
series of Indebtedness, the date on which the payment of interest or principal was scheduled to be
paid in the original documentation governing such Indebtedness, and will not include any contingent
obligations to repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.
25
Subsidiary means, with respect to any specified Person:
(1) any corporation, association or other business entity (other than a partnership or
limited liability company) of which more than 50% of the total voting power of the Voting
Stock is at the time owned or controlled, directly or indirectly, by that Person or one or
more of the other Subsidiaries of that Person (or a combination thereof); and
(2) any partnership (whether general or limited) or limited liability company (a) the
sole general partner or member of which is such Person or a Subsidiary of such Person, or
(b) if there is more than a single general partner or member, either (x) the only managing
general partners or managing members of which are such Person or one or more Subsidiaries
of such Person (or any combination thereof) or (y) such Person owns or controls, directly
or indirectly, a majority of the outstanding general partner interests, member interests or
other Voting Stock of such partnership or limited liability company, respectively.
TIA means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).
Treasury Rate means, with respect to any Redemption Date, the yield to maturity at the time
of computation of United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15 (519) that has become
publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical
Release is no longer published, any publicly available source of similar market data)) most nearly
equal to the period from the Redemption Date to July 1, 2012; provided, however, that if such
period is not equal to the constant maturity of a United States Treasury security for which a
weekly average yield is given, Targa Resources Partners shall obtain the Treasury Rate by linear
interpolation (calculated to the nearest one twelfth of a year) from the weekly average yields of
United States Treasury securities for which such yields are given, except that if the period from
the Redemption Date to July 1, 2012, is less than one year, the weekly average yield on actually
traded United States Treasury securities adjusted to a constant maturity of one year will be used.
Targa Resources Partners will (a) calculate the Treasury Rate on the second Business Day preceding
the applicable Redemption Date and (b) prior to such Redemption Date file with the Trustee an
Officers Certificate setting forth the Applicable Premium and the Treasury Rate and showing the
calculation of each in reasonable detail.
TRI means Targa Resources, Inc., a Delaware corporation.
Trustee means U.S. Bank National Association, until a successor replaces it in accordance
with the applicable provisions of this Indenture and thereafter means the successor serving
hereunder.
Unrestricted Definitive Note means a Definitive Note that is an Unrestricted Note.
Unrestricted Global Note means a Global Note that is an Unrestricted Note.
26
Unrestricted Notes means one or more Notes that do not and are not required to bear the
Private Placement Legend including, without limitation, the Exchange Notes, any Notes sold in
connection with an effective Shelf Registration Statement pursuant to the applicable Registration
Rights Agreement, any Notes from which the Private Placement Legend has been removed in accordance
with Section 2.07(g) and, with respect to Unrestricted Global Notes, Notes in which a Holder
acquires an interest pursuant to Section 2.07(j).
Unrestricted Subsidiary means any Subsidiary of Targa Resources Partners (other than Finance
Corp. or any successor to it) that is designated by the Board of Directors of the General Partner
as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the
extent that such Subsidiary:
(1) except to the extent permitted by subclause (2)(b) of the definition of Permitted
Business Investments, has no Indebtedness other than Non-Recourse Debt;
(2) except as permitted under Section 4.11 hereof, is not party to any agreement,
contract, arrangement or understanding with Targa Resources Partners or any Restricted
Subsidiary of Targa Resources Partners unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to Targa Resources Partners or such
Restricted Subsidiary than those that might be obtained at the time from Persons who are
not Affiliates of Targa Resources Partners; and
(3) has not guaranteed or otherwise directly or indirectly provided credit support for
any Indebtedness of Targa Resources Partners or any of its Restricted Subsidiaries.
All Subsidiaries of an Unrestricted Subsidiary shall be also Unrestricted Subsidiaries.
U.S. Person means a U.S. Person as defined in Rule 902(k) promulgated under the Securities
Act.
Voting Stock of any specified Person as of any date means the Capital Stock of such Person
that is at the time entitled (without regard to the occurrence of any contingency) to vote in the
election of the Board of Directors of such Person.
Weighted Average Life to Maturity means, when applied to any Indebtedness at any date, the
number of years obtained by dividing:
(1) the sum of the products obtained by multiplying (a) the amount of each then
remaining installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect of the Indebtedness, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between such date
and the making of such payment; by
(2) the then outstanding principal amount of such Indebtedness.
27
Section 1.02 Other Definitions.
|
|
|
|
|
Term |
|
Defined in Section |
Affiliate Transaction |
|
|
4.11 |
|
Asset Sale Offer |
|
|
3.09 |
|
Authentication Order |
|
|
2.02 |
|
Change of Control Offer |
|
|
4.15 |
|
Change of Control Payment |
|
|
4.15 |
|
Change of Control Payment Date |
|
|
4.15 |
|
Covenant Defeasance |
|
|
8.03 |
|
DTC |
|
|
2.03 |
|
Event of Default |
|
|
6.01 |
|
Excess Proceeds |
|
|
4.10 |
|
Incremental Funds |
|
|
4.07 |
|
incur |
|
|
4.09 |
|
Legal Defeasance |
|
|
8.02 |
|
Offer Amount |
|
|
3.09 |
|
Offer Period |
|
|
3.09 |
|
Paying Agent |
|
|
2.03 |
|
Permitted Debt |
|
|
4.09 |
|
Payment Default |
|
|
6.01 |
|
Purchase Date |
|
|
3.09 |
|
Redemption Date |
|
|
3.07 |
|
Registrar |
|
|
2.03 |
|
Restricted Payments |
|
|
4.07 |
|
Resale Restriction Termination Date |
|
|
2.06 |
|
Section 1.03 Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture.
The following TIA terms used in this Indenture have the following meanings:
indenture securities means the Notes and the Note Guarantees;
indenture security holder means a Holder of a Note;
indenture to be qualified means this Indenture;
indenture trustee or institutional trustee means the Trustee; and
obligor on the Notes and the Note Guarantees means the Issuers and the Guarantors,
respectively, and any successor obligor upon the Notes and the Note Guarantees, respectively.
28
All other terms used in this Indenture that are defined by the TIA, defined by TIA reference
to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.
Section 1.04 Rules of Construction.
Unless the context otherwise requires:
(1) a term has the meaning assigned to it;
(2) an accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;
(3) or is not exclusive;
(4) words in the singular include the plural, and in the plural include the singular;
(5) both shall and will shall be interpreted to express a command, and no
distinction of meaning is intended between these two words;
(6) provisions apply to successive events and transactions; and
(7) references to sections of or rules under the Securities Act or Exchange Act will
be deemed to include substitute, replacement of successor sections or rules adopted by the
SEC from time to time.
ARTICLE 2
THE NOTES
Section 2.01 Form and Dating.
(a) General. The Notes and the Trustees certificate of authentication will be substantially
in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by
law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The
Notes shall be in denominations of $1,000 and integral multiples thereof.
The terms and provisions contained in the Notes will constitute, and are hereby expressly
made, a part of this Indenture and the Issuers, the Guarantor and the Trustee, by their execution
and delivery of this Indenture, expressly agree to such terms and provisions and to be bound
thereby. However, to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be controlling.
(b) Global Notes. Notes offered and sold in reliance on Rule 144A shall be issued initially
in the form of one or more Rule 144A Global Notes, and any Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of one or more Regulation S Global Notes. Notes
in global form will be substantially in the form of Exhibit A hereto (including the Global Note
Legend thereon and the Schedule of Exchanges of Interests in the
29
Global Note attached thereto). Each Global Note will represent such of the outstanding Notes
as will be specified therein and each shall provide that it represents the aggregate principal
amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal
amount of outstanding Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the
amount of any increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee,
in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.
(c) Definitive Notes. Notes initially issued to or transferred to affiliates (as defined in
Rule 144) of the Issuers shall only be issued in definitive form. All Definitive Notes will be
substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and
without the Schedule of Exchanges of Interests in the Global Note attached thereto). Unless and
until exchanged for an Exchange Note or sold in connection with an effective Shelf Registration
Statement pursuant to the applicable Registration Rights Agreement, affiliates of the Issuers may
hold an interest in Notes only in the form of Definitive Notes and are prohibited from taking a
beneficial interest in one or more Global Notes. Notwithstanding any other provision of this
Article 2, any issuance of Definitive Notes shall be at the Issuers discretion, except in the
circumstances set forth in this Section 2.01(c) and in Section 2.06.
Section 2.02 Execution and Authentication.
At least one Officer must sign the Notes for each of the Issuers by manual or facsimile
signature.
If an Officer whose signature is on a Note no longer holds that office at the time a Note is
authenticated, the Note will nevertheless be valid.
A Note will not be valid until authenticated by the manual signature of the Trustee. The
signature will be conclusive evidence that the Note has been authenticated under this Indenture.
The Trustee will, upon receipt of a written order of the Issuers signed by two Officers of
each Issuer (an Authentication Order), authenticate Notes for original issue that may be validly
issued under this Indenture, including any Additional Notes and Exchange Notes. The aggregate
principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of
Notes authorized for issuance by the Issuers pursuant to one or more Authentication Orders, except
as provided in Section 2.07 hereof.
The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate
Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes authentication by such agent.
An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of
the Issuers.
30
Section 2.03 Registrar and Paying Agent.
The Issuers will maintain an office or agency where Notes may be presented for registration of
transfer or for exchange (Registrar) and an office or agency in New York, New York where Notes
may be presented for payment (Paying Agent). The Registrar will keep a register of the Notes and
of their transfer and exchange. The Issuers may appoint one or more co-registrars and one or more
additional paying agents. The term Registrar includes any co-registrar and the term Paying
Agent includes any additional paying agent. The Issuers may change any Paying Agent or Registrar
without notice to any Holder. The Issuers will notify the Trustee in writing of the name and
address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such. Targa Resources
Partners, Finance Corp. or any of Targa Resources Partners other Subsidiaries may act as Paying
Agent or Registrar.
The Issuers initially appoint The Depository Trust Company (DTC) to act as Depositary with
respect to the Global Notes.
The Issuers initially appoint the Trustee to act as the Registrar and Paying Agent at the
Corporate Trust Office of the Trustee and to act as Custodian with respect to the Global Notes.
Section 2.04 Paying Agent to Hold Money in Trust.
The Issuers will require each Paying Agent other than the Trustee to agree in writing that the
Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the
Paying Agent for the payment of principal, premium or Liquidated Damages, if any, or interest on
the Notes, and will notify the Trustee of any default by the Issuers in making any such payment.
While any such default continues, the Trustee may require a Paying Agent to pay all money held by
it to the Trustee, the Issuers at any time may require a Paying Agent to pay all money held by it
to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than Targa Resources
Partners or a Subsidiary) will have no further liability for the money. If Targa Resources
Partners or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund
for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or
reorganization proceedings relating to Targa Resources Partners, the Trustee will serve as Paying
Agent for the Notes.
Section 2.05 Holder Lists.
The Trustee will preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of all Holders and shall otherwise comply with TIA
§ 312(a). If the Trustee is not the Registrar, the Issuers will furnish to the Trustee at least
seven Business Days before each interest payment date and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may reasonably require
of the names and addresses of the Holders of Notes and the Issuers shall otherwise comply with TIA
§ 312(a).
31
Section 2.06 Transfer and Exchange.
(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a
whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the
Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged
by the Issuers for Definitive Notes if:
(1) the Issuers deliver to the Trustee notice from the Depositary that it is unwilling
or unable to continue to act as Depositary or that it is no longer a clearing agency
registered under the Exchange Act and, in either case, a successor Depositary is not
appointed by the Issuers within 120 days after the date of such notice from the Depositary;
or
(2) there has occurred and is continuing an Event of Default and the Depositary
notifies the Trustee of its decision to exchange the Global Notes for Definitive Notes.
Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes
shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may
be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every
Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion
thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and
delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for
another Note other than as provided in this Section 2.06(a), however, beneficial interests in a
Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.
(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and
exchange of beneficial interests in the Global Notes will be effected through the Depositary, in
accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to
those set forth herein to the extent required by the Securities Act. Transfers of beneficial
interests in the Global Notes also will require compliance with either subparagraph (1) or
(2) below, as applicable, as well as one or more of the other following subparagraphs of this
Section 2.06, as applicable:
(1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in
any Restricted Global Note may be transferred to Persons who take delivery thereof in the
form of a beneficial interest in the same Restricted Global Note in accordance with the
transfer restrictions set forth in the Private Placement Legend, provided, however, that
prior to the expiration of the Restricted Period, beneficial interests in the Regulation S
Global Note may be held only through Euroclear or Clearstream (as indirect participants in
the Depositary). Beneficial interests in any Unrestricted Global Note may be transferred to
Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted
Global Note. No written orders or
32
instructions shall be required to be delivered to the Registrar to effect the transfers
described in this Section 2.06(b)(1).
(2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In
connection with all transfers and exchanges of beneficial interests that are not subject to
Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the
Registrar either:
(A) both:
(i) a written order from a participant or an indirect participant in
the Depositary given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to credit or cause to be credited a
beneficial interest in another Global Note in an amount equal to the
beneficial interest to be transferred or exchanged; and
(ii) instructions given in accordance with the Applicable Procedures
containing information regarding the participant account to be credited with
such increase; or
(B) both:
(i) a written order from a participant or an indirect participant in
the Depositary given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to cause to be issued a Definitive Note
in an amount equal to the beneficial interest to be transferred or
exchanged; and
(ii) instructions given by the Depositary to the Registrar containing
information regarding the Person in whose name such Definitive Note shall be
registered to effect the transfer or exchange referred to in (i) above.
Upon consummation of an Exchange Offer, if any, by the Issuers in accordance with Section
2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to have been
satisfied upon receipt by the Registrar of the instructions contained in the Letter of
Transmittal delivered by the Holder of such beneficial interests in the Restricted Global
Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial
interests in Global Notes contained in this Indenture and the Notes or otherwise applicable
under the Securities Act, the Trustee shall adjust the principal amount of the relevant
Global Note(s) pursuant to Section 2.06(h) hereof.
(3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial
interest in any Restricted Global Note may be transferred to a Person who takes delivery
thereof in the form of a beneficial interest in another Restricted Global Note if the
transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar
receives the following:
33
(A) if the transferee will take delivery in the form of a beneficial interest
in the 144A Global Note, then the transferor must deliver a certificate in the form
of Exhibit B hereto, including the certifications in item (1) thereof;
(B) if the transferee will take delivery in the form of a beneficial interest
in the Regulation S Global Note, then the transferor must deliver a certificate in
the form of Exhibit B hereto, including the certifications in item (2) thereof, and
if such transfer occurs prior to the expiration of the Restricted Period, then the
transferee must hold such beneficial interest through either Clearstream or
Euroclear (as indirect participants in the Depositary).
(4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for
Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any
Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in
an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer
complies with the requirements of Section 2.06(b)(2) above and:
(A) such exchange or transfer is effected pursuant to an Exchange Offer in
accordance with the related Registration Rights Agreement and the holder of the
beneficial interest to be transferred, in the case of an exchange, or the
transferee, in the case of a transfer, certifies in the applicable Letter of
Transmittal (or via the Depositarys book-entry system) that it is not (i) a
Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes
or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuers;
(B) such transfer is effected pursuant to a Shelf Registration Statement in
accordance with the related Registration Rights Agreement;
(C) such transfer is effected by a Broker-Dealer pursuant to an Exchange Offer
Registration Statement in accordance with the related Registration Rights Agreement;
or
(D) the Registrar receives the following:
(i) if the holder of such beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for a beneficial interest
in an Unrestricted Global Note, a certificate from such holder in the form
of Exhibit C hereto, including the certifications in item (1)(a) thereof; or
(ii) if the holder of such beneficial interest in a Restricted Global
Note proposes to transfer such beneficial interest to a Person who shall
take delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note, a certificate from such holder in the form of
Exhibit B hereto, including the certifications in item (4) thereof;
34
and, in each such case set forth in this subparagraph (D), if the Registrar so requests or
if the Applicable Procedures so require, an Opinion of Outside Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or transfer is in compliance
with the Securities Act and that the restrictions on transfer contained herein and in the
Private Placement Legend are no longer required in order to maintain compliance with the
Securities Act.
If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an
Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.02, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount
of beneficial interests transferred pursuant to subparagraph (B) or (D) above.
Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to
Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global
Note.
(c) Transfer or Exchange of Beneficial Interests for Definitive Notes.
(1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If
any holder of a beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest
to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then,
upon receipt by the Registrar of the following documentation:
(A) if the holder of such beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for a Restricted Definitive Note, a
certificate from such holder in the form of Exhibit C hereto, including the
certifications in item (2)(a) thereof;
(B) if such beneficial interest is being transferred to a QIB in accordance
with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (1) thereof;
(C) if such beneficial interest is being transferred to a Non-U.S Person in an
offshore transaction in accordance with Rule 904, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (2) thereof;
(D) if such beneficial interest is being transferred pursuant to an exemption
from the registration requirements of the Securities Act in accordance with Rule
144, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;
(E) if such beneficial interest is being transferred to an Institutional
Accredited Investor in reliance on an exemption from the registration requirements
of the Securities Act other than those listed in subparagraphs (B)
35
through (D) above, a certificate to the effect set forth in Exhibit B hereto,
including the certifications, certificates and Opinion of Counsel required by item
(3)(d) thereof, if applicable;
(F) if such beneficial interest is being transferred to Targa Resources
Partners or any of its Subsidiaries, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (3)(b) thereof; or
(G) if such beneficial interest is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,
the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall
authenticate and deliver to the Person designated in the instructions a Definitive Note in the
appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in
a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names
and in such authorized denomination or denominations as the holder of such beneficial interest
shall instruct the Registrar through instructions from the Depository. The Trustee shall deliver
such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive
Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this
Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions
on transfer contained therein.
(2) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.
A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial
interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a
Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:
(A) such exchange or transfer is effected pursuant to an Exchange Offer in
accordance with the related Registration Rights Agreement and the holder of such
beneficial interest, in the case of an exchange, or the transferee, in the case of a
transfer, certifies in the applicable Letter of Transmittal (or via the Depositarys
book-entry system) that it is not (i) a Broker-Dealer, (ii) a Person participating
in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as
defined in Rule 144) of the Issuers;
(B) such transfer is effected pursuant to a Shelf Registration Statement in
accordance with the related Registration Rights Agreement;
(C) such transfer is effected by a Broker-Dealer pursuant to an Exchange Offer
Registration Statement in accordance with the related Registration Rights Agreement;
or
36
(D) the Registrar receives the following:
(i) if the holder of such beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for an Unrestricted
Definitive Note, a certificate from such holder in the form of Exhibit C
hereto, including the certifications in item (l)(b) thereof; or
(ii) if the holder of such beneficial interest in a Restricted Global
Note proposes to transfer such beneficial interest to a Person who shall
take delivery thereof in the form of an Unrestricted Definitive Note, a
certificate from such holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof;
and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and
that the restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act.
(3) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes.
If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange
such beneficial interest for a Definitive Note or to transfer such beneficial interest to a
Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction
of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the
aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant
to Section 2.06(h) hereof, and the Issuers will execute and the Trustee will authenticate
and deliver to the Person designated in the instructions a Definitive Note in the
appropriate principal amount. Any Definitive Note issued in exchange for a beneficial
interest pursuant to this Section 2.06(c)(3) will be registered in such name or names and in
such authorized denomination or denominations as the holder of such beneficial interest
requests through instructions to the Registrar from or through the Depositary and its
participant or indirect participant. The Trustee will deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange
for a beneficial interest pursuant to this Section 2.06(c)(3) will not bear the Private
Placement Legend.
(d) Transfer and Exchange of Definitive Notes for Beneficial Interests.
(1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If
any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial
interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a
Person who takes delivery thereof in the form of a beneficial interest in a Restricted
Global Note, then, upon receipt by the Registrar of the following documentation:
(A) If the Holder of such Restricted Definitive Note proposes to exchange such
Note for a beneficial interest in a Restricted Global Note, a
37
certificate from such Holder in the form of Exhibit C hereto, including the
certifications in item (2)(b) thereof;
(B) If such Restricted Definitive Note is being transferred to a QIB in
accordance with Rule 144A, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (1) thereof; or
(C) If such Restricted Definitive Note is being transferred to a non-U.S.
Person in an offshore transaction in accordance with Rule 904, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item (2)
thereof,
the Trustee shall cancel the Restricted Definitive Note, the Registrar shall increase or cause to
be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate
Restricted Global Note, in the case of clause (B) above, the 144A Global Note, and in the case of
clause (C) above, the Regulation S Global Note.
(2) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.
A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in
an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note
only if:
(A) such exchange or transfer is effected pursuant to an Exchange Offer in
accordance with applicable Registration Rights Agreement and the Holder, in the case
of an exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal (or via the Depositarys book-entry system) that it
is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the
Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the
Issuers;
(B) such transfer is effected pursuant to a Shelf Registration Statement in
accordance with the applicable Registration Rights Agreement;
(C) such transfer is effected by a Broker-Dealer pursuant to an Exchange Offer
Registration Statement in accordance with the applicable Registration Rights
Agreement; or
(D) the Registrar receives the following:
(i) if the Holder of such Definitive Notes proposes to exchange such
Notes for a beneficial interest in the Unrestricted Global Note, a
certificate from such Holder in the form of Exhibit C hereto, including the
certifications in item (1)(c) thereof; or
(ii) if the Holder of such Definitive Notes proposes to transfer such
Notes to a Person who shall take delivery thereof in the form of a
beneficial interest in the Unrestricted Global Note, a certificate from
38
such Holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof;
and, in each such case set forth in this subparagraph (D), if the Registrar so
requests or if the Applicable Procedures so require, an Opinion of Outside Counsel
in form reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer required
in order to maintain compliance with the Securities Act.
Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2),
the Trustee shall cancel the Definitive Notes and the Registrar shall increase or cause to be
increased the aggregate principal amount of the Unrestricted Global Note.
(3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.
A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial
interest in an Unrestricted Global Note or transfer such Definitive Note to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note
at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall
cancel the applicable Unrestricted Definitive Note and the Registrar shall increase or cause
to be increased the aggregate principal amount of one of the Unrestricted Global Notes.
If any such exchange or transfer from a Definitive Note to a beneficial interest is effected
pursuant to subparagraph (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note has
not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global
Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so
transferred.
(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder
of Definitive Notes and such Holders compliance with the provisions of this Section 2.06(e), the
Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration
of transfer or exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in
writing. In addition, the requesting Holder must provide any additional certifications, documents
and information, as applicable, required pursuant to the following provisions of this Section
2.06(e).
(1) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted
Definitive Note may be transferred to and registered in the name of Persons who take
delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the
following:
39
(A) if the transfer will be made pursuant to Rule 144A, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (1) thereof;
(B) if the transfer will be made pursuant to Rule 904, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the certifications
in item (2) thereof; and
(C) if the transfer will be made pursuant to any other exemption from the
registration requirements of the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3) thereof, if applicable.
(2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted
Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note
or transferred to a Person or Persons who take delivery thereof in the form of an
Unrestricted Definitive Note if:
(A) such exchange or transfer is effected pursuant to an Exchange Offer in
accordance with the related Registration Rights Agreement and the Holder, in the
case of an exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal (or via the Depositarys book-entry system) that it
is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the
Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the
Issuers;
(B) any such transfer is effected pursuant to a Shelf Registration Statement in
accordance with the related Registration Rights Agreement;
(C) any such transfer is effected by a Broker-Dealer pursuant to an Exchange
Offer Registration Statement in accordance with the related Registration Rights
Agreement; or
(D) the Registrar receives the following:
(i) if the Holder of such Restricted Definitive Notes proposes to
exchange such Notes for an Unrestricted Definitive Note, a certificate from
such Holder in the form of Exhibit C hereto, including the certifications in
item (1)(d) thereof; or
(ii) if the Holder of such Restricted Definitive Notes proposes to
transfer such Notes to a Person who shall take delivery thereof in the form
of an Unrestricted Definitive Note, a certificate from such Holder in the
form of Exhibit B hereto, including the certifications in item (4) thereof;
40
and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion
of Outside Counsel in form reasonably acceptable to the Registrar to the effect that such exchange
or transfer is in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.
(3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of
Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof
in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such
a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the
instructions from the Holder thereof.
(f) Exchange Offer; Private Exchange Offer.
(1) Upon the occurrence of an Exchange Offer, if any, in accordance with the related
Registration Rights Agreement, the Issuers will issue and, upon receipt of an Authentication
Order in accordance with Section 2.02 hereof, the Trustee will authenticate:
(A) one or more Unrestricted Global Notes in an aggregate principal amount
equal to the principal amount of the beneficial interests in the Restricted Global
Notes accepted for exchange in the Exchange Offer by Persons that certify in the
applicable Letters of Transmittal (or via the Depositarys book-entry system) that
(I) they are not Broker-Dealers, (II) they are not participating in a distribution
of the Exchange Notes and (III) they are not affiliates (as defined in Rule 144) of
the Issuers; and
(B) Unrestricted Definitive Notes in an aggregate principal amount equal to the
principal amount of the Restricted Definitive Notes accepted for exchange in the
Exchange Offer by Persons that certify in the applicable Letters of Transmittal that
(or via the Depositarys book-entry system) (I) they are not Broker-Dealers, (II)
they are not participating in a distribution of the Exchange Notes and (III) they
are not affiliates (as defined in Rule 144) of the Issuers.
Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers will
execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of
Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount.
(2) If, prior to consummation of an Exchange Offer, any Initial Purchaser holds Notes
acquired by it as part of the initial distribution thereof, the Issuers, upon written
request of such Initial Purchaser, simultaneously with the delivery of the Exchange Notes
pursuant to the Exchange Offer, shall issue and deliver to such Initial Purchaser and, upon
receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate, one or more Restricted Definitive Notes
41
representing Private Exchange Securities in a Private Exchange for the Notes held by
such Initial Purchaser, in an aggregate principal amount equal to the Notes so exchanged by
such Initial Purchaser in the Private Exchange. The Private Exchange Notes shall bear the
same CUSIP hereafter as the Exchange Notes if permitted by the CUSIP Service Bureau.
(g) Legends. The following legends will appear on the face of all Global Notes and Definitive
Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions
of this Indenture.
(1) Private Placement Legend.
(A) Unless and until (w) a Note is exchanged for an Exchange Note or sold in
connection with an effective Shelf Registration Statement pursuant to the applicable
Registration Rights Agreement, (x) with respect to a Restricted Global Note, all of
the beneficial interests in such Restricted Global Note have been exchanged for
beneficial interests in the Unrestricted Global Note in accordance with Section
2.06(j), (y) with respect to any Restricted Note, the Private Placement Legend has
been removed from such Restricted Note in accordance with Section 2.06(b)(4),
2.06(c)(2), 2.06(d)(2) or 2.06(e)(2), or (z) Targa Resources Partners determines and
there is delivered to the Trustee an Opinion of Outside Counsel reasonably
satisfactory to the Trustee and a letter of representation of the Issuers reasonably
satisfactory to the Trustee to the effect that the following legend and the related
restrictions on transfer are not required in order to maintain compliance with the
provisions of the Securities Act, each Global Note and each Definitive Note (and all
Notes issued in exchange therefor or substitution thereof) shall bear the legend in
substantially the following form:
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE SECURITIES ACT), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS
SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT
IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN
ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE
SECURITIES ACT (AN ACCREDITED INVESTOR), (2) AGREES THAT IT WILL NOT WITHIN ONE
YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY (THE RESALE RESTRICTION
TERMINATION DATE) RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO AN
ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C)
INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR
42
THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S.
BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS
AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM
OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE
THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE
WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
(AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), OR (G) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT
IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF
THIS SECURITY PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, IF THE PROPOSED
TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER,
FURNISH TO THE TRUSTEE AND THE ISSUERS SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS ANY OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS
BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION, NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AS USED HEREIN. THE TERMS
OFFSHORE TRANSACTION, UNITED STATES AND U.S. PERSON HAVE THE MEANING GIVEN TO
THEM BY REGULATION S UNDER THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON
THE REQUEST OF THE HOLDER OR AN ISSUER ON OR AFTER THE RESALE RESTRICTION
TERMINATION DATE.
(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued
pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3),
(f) or (j) of this Section 2.06 (and all Notes issued in exchange therefor or
substitution thereof) will not bear the Private Placement Legend.
(2) Global Note Legend. Each Global Note will bear a legend in substantially the
following form:
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
(1) THE TRUSTEE MAY MAKE SUCH
43
NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2)
THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO
SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE ISSUERS.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM,
THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER
STREET, NEW YORK, NEW YORK) (DTC), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY
AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
(h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests
in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note
has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be
returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any
time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or
transferred to a Person who will take delivery thereof in the form of a beneficial interest in
another Global Note or for Definitive Notes, the principal amount of Notes represented by such
Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the
beneficial interest is being exchanged for or transferred to a Person who will take delivery
thereof in the form of a beneficial interest in another Global Note, such other Global Note will be
increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.
44
(i) General Provisions Relating to Transfers and Exchanges.
(1) To permit registrations of transfers and exchanges, the Issuers will execute and
the Trustee will authenticate Global Notes and Definitive Notes upon receipt of a Company
Order or at the Registrars request.
(2) No service charge will be made to a Holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but
the Issuers may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such transfer taxes or
similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10,
3.06, 3.09, 4.10, 4.15 and 9.05 hereof).
(3) [Reserved.]
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or
exchange of Global Notes or Definitive Notes will be the valid obligations of the Issuers,
evidencing the same debt, and entitled to the same benefits under this Indenture, as the
Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Issuers will be required:
(A) to issue, to register the transfer of or to exchange, any Notes during a
period beginning at the opening of business 15 days before the day of any selection
of Notes for redemption under Section 3.02 hereof and ending at the close of
business on the day of selection;
(B) to register the transfer of or to exchange any Note selected for redemption
in whole or in part, except the unredeemed portion of any Note being redeemed in
part; or
(C) to register the transfer of or to exchange a Note between a record date and
the next succeeding interest payment date.
(6) Prior to due presentment for the registration of a transfer of any Note, the
Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is
registered as the absolute owner of such Note for the purpose of receiving payment of
principal of and interest on such Notes and for all other purposes, and none of the Trustee,
any Agent or the Issuers shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes for original issue
in accordance with the provisions of Section 2.02 hereof.
(8) All certifications, certificates, Opinions of Counsel and Opinions of Outside
Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a
registration of transfer or exchange may be submitted by facsimile.
45
(j) Automatic Exchange from Restricted Global Note to Unrestricted Global Note. Upon
compliance with the following procedures, all of the beneficial interests in a Restricted Global
Note shall be exchanged for beneficial interests in the Unrestricted Global Note as of the Resale
Restriction Termination Date. In order to effect such exchange, the Issuers shall provide written
notice to the Trustee at least ten Business Days in advance of the Resale Restriction Termination
Date (unless the Trustee consents to a shorter period) instructing the Trustee to (i) direct the
Depositary to transfer all of the outstanding beneficial interests in a particular Restricted
Global Note to the Unrestricted Global Note as of the Resale Restriction Termination Date and
provide the Depositary with all such information as is necessary for the Depositary to
appropriately credit and debit the relevant Holder accounts and (ii) provide prior written notice
to all Holders of such exchange, which notice must include the date such exchange is to occur, the
CUSIP number of the relevant Restricted Global Note and the CUSIP number of the Unrestricted Global
Note into which such Holders beneficial interests will be exchanged. As a condition to any such
exchange pursuant to this Section 2.06(j), the Trustee shall be entitled to receive from the
Issuers, and may rely conclusively without any liability upon, an Officers Certificate and an
Opinion of Outside Counsel to the Issuers, in form and in substance reasonably satisfactory to the
Trustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note
complies with the Securities Act. Upon such exchange of beneficial interests pursuant to this
Section 2.06(j), the Registrar shall endorse the Schedule of Exchanges of Interests in the Global
Note to the relevant Global Notes and reflect on its books and records the date of such transfer
and a decrease and increase, respectively, in the principal amount of the applicable Restricted
Global Note(s) and the Unrestricted Global Note, respectively, equal to the principal amount of
beneficial interests transferred. Following any such transfer pursuant to this Section 2.06(j),
the relevant Restricted Global Note(s) shall be cancelled.
(k) Transfers of Notes Held by Affiliates. Any certificate (i) evidencing a Note that has
been transferred to an affiliate (as defined in Rule 405) of the Issuers within one year after the
date hereof, as evidenced by a notation on the assignment form for such transfer or in the
representation letter delivered in respect thereof or (ii) evidencing a Note that has been acquired
from an affiliate (other than by an affiliate) in a transaction or a chain of transactions not
involving any public offering, shall, until one year after the last date on which either the
Issuers or any affiliate of the Issuers was an owner of such Note, in each case, be in the form of
a Restricted Definitive Note. The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to this Section 2.06. The Issuers, at their sole cost and
expense, shall have the right to inspect and make copies of all such letters, notices or other
written communications at any reasonable time upon the giving of reasonable written notice to the
Registrar.
Section 2.07 Replacement Notes.
If any mutilated Note is surrendered to the Trustee or the Issuers and the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuers will issue
and the Trustee, upon receipt of a Company Order, will authenticate a replacement Note if the
Trustees requirements are met. If required by the Trustee or the Issuers, an indemnity bond must
be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to
protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of
46
them may suffer if a Note is replaced. The Issuers and the Trustee may charge for their
expenses in replacing a Note.
Every replacement Note is an additional obligation of each of the Issuers and will be entitled
to all of the benefits of this Indenture equally and proportionately with all other Notes duly
issued hereunder.
Section 2.08 Outstanding Notes.
The Notes outstanding at any time are all the Notes authenticated by the Trustee except for
those canceled by it, those delivered to it for cancellation, those reductions in the interest in a
Global Note effected by the Trustee in accordance with the provisions hereof, and those described
in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does
not cease to be outstanding because the Issuers or an Affiliate of the Issuers holds the Note;
however, Notes held by Targa Resources Partners or a Subsidiary of Targa Resources Partners shall
not be deemed to be outstanding for purposes of Section 3.07(a) hereof.
If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.
If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to
be outstanding and interest and Liquidated Damages, if any, on it cease to accrue.
If the Paying Agent (other than Targa Resources Partners, a Subsidiary or an Affiliate of any
thereof) holds as of 11:00 a.m. Eastern Time, on a Redemption Date or other maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed
to be no longer outstanding and will cease to accrue interest and Liquidated Damages, if any.
Section 2.09 Treasury Notes.
In determining whether the Holders of the required principal amount of Notes have concurred in
any direction, waiver or consent, Notes owned by the Issuers or any Guarantor, or by any Person
directly or indirectly controlling or controlled by or under direct or indirect common control with
the Issuers or any Guarantor, will be considered as though not outstanding, except that for the
purposes of determining whether the Trustee will be protected in relying on any such direction,
waiver or consent, only Notes that the Trustee knows are so owned will be so disregarded.
Section 2.10 Temporary Notes.
Until certificates representing Notes are ready for delivery, the Issuers may prepare and the
Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary
Notes will be substantially in the form of certificated Notes but may have variations that the
Issuers consider appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee. Without unreasonable delay, the Issuers will prepare and the Trustee will authenticate
definitive Notes in exchange for temporary Notes.
47
Holders of temporary Notes will be entitled to all of the benefits of this Indenture.
Section 2.11 Cancellation.
The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and
Paying Agent will forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation and will destroy canceled
Notes (subject to the record retention requirement of the Exchange Act). Certification of the
destruction of all canceled Notes will be delivered to the Issuers. The Issuers may not issue new
Notes to replace Notes that they have paid or that have been delivered to the Trustee for
cancellation.
Section 2.12 Defaulted Interest.
If the Issuers default in a payment of interest on the Notes, they will pay the defaulted
interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date, in each case at the
rate provided in the Notes and in Section 4.01 hereof. The Issuers will notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and the date of the
proposed payment. The Issuers will fix or cause to be fixed each such special record date and
payment date; provided that no such special record date may be less than 10 days prior to the
related payment date for such defaulted interest. At least 15 days before the special record date,
the Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the
expense of the Issuers) will mail or cause to be mailed to Holders a notice that states the special
record date, the related payment date and the amount of such interest to be paid.
ARTICLE 3
REDEMPTION AND REPURCHASE
Section 3.01 Notices to Trustee.
If the Issuers elect to redeem Notes pursuant to the optional redemption provisions of Section
3.07 hereof, Targa Resources Partners must furnish to the Trustee, at least five Business Days
before the giving of the notice of redemption pursuant to Section 3.03, an Officers Certificate
setting forth:
(1) the clause of this Indenture pursuant to which the redemption shall occur,
(2) the Redemption Date;
(3) the principal amount of Notes to be redeemed; and
(4) the redemption price, if then determinable and, if not, then a method for
determination.
48
Section 3.02 Selection of Notes to Be Redeemed.
If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes
for redemption as follows:
(1) if the Notes are listed on any national securities exchange, in compliance with the
requirements of the principal national securities exchange on which the Notes are listed; or
(2) if the Notes are not listed on any national securities exchange, on a pro rata
basis, by lot or by such other method as the Trustee shall deem fair and appropriate.
No Notes of $1,000 or less can be redeemed in part.
Section 3.03 Notice of Redemption.
Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days
before a Redemption Date, the Issuers will mail or cause to be mailed, by first class mail, a
notice of redemption to each Holder whose Notes are to be redeemed at its registered address,
except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the
notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of
this Indenture pursuant to Articles 8 or 11 hereof.
The notice will identify the Notes to be redeemed and will state:
(1) the Redemption Date;
(2) the redemption price, if then determinable, and, if not, then a method for
determination;
(3) if any Note is being redeemed in part, the portion of the principal amount of such
Note to be redeemed and that, after the Redemption Date upon surrender of such Note, a new
Note or Notes in principal amount equal to the unredeemed portion will be issued upon
cancellation of the original Note;
(4) the name and address of the Paying Agent;
(5) that Notes called for redemption must be surrendered to the Paying Agent to collect
the redemption price;
(6) that, unless the Issuers default in making such redemption payment, interest and
Liquidated Damages, if any, on Notes called for redemption ceases to accrue on and after the
Redemption Date;
(7) the paragraph of the Notes and/or Section of this Indenture pursuant to which the
Notes called for redemption are being redeemed; and
49
(8) that no representation is made as to the correctness or accuracy of the CUSIP
number, if any, listed in such notice or printed on the Notes.
At the Issuers request, the Trustee will give the notice of redemption in the Issuers names
and at their expense; provided, however, that the Issuers have delivered to the Trustee, at least
five
Business Days prior to the date of giving such notice, an Officers Certificate requesting
that the Trustee give such notice and setting forth the information to be stated in such notice as
provided in the preceding paragraph. Such Officers Certificate may be combined with the Officers
Certificate referred to in Section 3.01.
Section 3.04 Effect of Notice of Redemption.
Once notice of redemption is delivered in accordance with Section 3.03 hereof, Notes called
for redemption become irrevocably due and payable on the redemption date at the redemption price.
A notice of redemption may not be conditional.
Section 3.05 Deposit of Redemption or Purchase Price.
By 11:00 a.m. Eastern Time on the redemption or purchase date, the Issuers will deposit with
the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of
and accrued interest and Liquidated Damages, if any, on all Notes to be redeemed or purchased on
that date. The Trustee or the Paying Agent will promptly return to the Issuers any money deposited
with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the
redemption or purchase price of, and accrued interest and Liquidated Damages, if any, on, all Notes
to be redeemed or purchased.
If the Issuers comply with the provisions of the preceding paragraph, on and after the
redemption or purchase date, interest and Liquidated Damages, if any, will cease to accrue on the
Notes or the portions of Notes called for redemption or surrendered for purchase. If a Note is
redeemed or purchased on or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such
Note was registered at the close of business on such record date. If any Note called for
redemption or surrendered for purchase is not so paid upon surrender for redemption or purchase
because of the failure of the Issuers to comply with the preceding paragraph, interest shall be
paid on the unpaid principal, from the redemption or purchase date until such principal is paid,
and to the extent lawful on any interest not paid on such unpaid principal, in each case at the
rate provided in the Notes and in Section 4.01 hereof.
Section 3.06 Notes Redeemed or Purchased in Part.
Upon surrender of a Note that is redeemed or purchased in part, the Issuers will issue and,
upon receipt of a Company Order, the Trustee will authenticate for the Holder at the expense of the
Issuers a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note
surrendered.
50
Section 3.07 Optional Redemption.
(a) At any time prior to July 1, 2011, the Issuers may on any one or more occasions redeem up
to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under
this Indenture, upon not less than 30 nor more than 60 days notice, at a redemption price of
108.25% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages,
if any, to the Redemption Date (subject to the right of Holders of record on the relevant record
date to receive interest due on an interest payment date that is on or prior to the Redemption
Date), with the net cash proceeds of one or more Equity Offerings by Targa Resources Partners;
provided that:
(1) at least 65% of the aggregate principal amount of Notes (including any Additional
Notes) issued under this Indenture (excluding Notes held by Targa Resources Partners and its
Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and
(2) the redemption occurs within 90 days of the date of the closing of such Equity
Offering.
(b) Except pursuant to the preceding paragraph and paragraph (d) of this Section 3.07 or
Section 4.15(d), the Notes will not be redeemable at the Issuers option prior to July 1, 2012.
(c) On or after July 1, 2012, the Issuers may redeem all or a part of the Notes upon not less
than 30 nor more than 60 days notice, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any,
on the Notes redeemed to the applicable Redemption Date, if redeemed during the twelve-month period
beginning on July 1 of each year indicated below, subject to the rights of Holders of Notes on the
relevant record date to receive interest on an interest payment date that is on or prior to the
Redemption Date:
|
|
|
|
|
Year |
|
Percentage |
2012 |
|
|
104.125 |
% |
2013 |
|
|
102.063 |
% |
2014 and thereafter |
|
|
100.000 |
% |
Unless the Issuers default in the payment of the redemption price, interest and Liquidated
Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the
applicable Redemption Date.
(d) At any time prior to July 1, 2012, the Issuers may also redeem all or a part of the Notes,
upon not less than 30 nor more than 60 days prior notice, at a redemption price equal to 100% of
the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid
interest and Liquidated Damages, if any, to the date of redemption (the Redemption Date), subject
to the rights of Holders on the relevant record date to receive interest due on an interest payment
date that is on or prior to the Redemption Date.
51
(e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.
Section 3.08 [Reserved].
Section 3.09 Offer to Purchase by Application of Excess Proceeds.
In the event that, pursuant to Section 4.10 hereof, Targa Resources Partners is required to
commence an offer to all Holders to purchase Notes (an Asset Sale Offer), it will follow the
procedures specified below.
The Asset Sale Offer shall be made to all Holders and all holders of other Indebtedness that
is pari passu with the Notes containing provisions similar to those set forth in this Indenture
with respect to offers to purchase or redeem with the proceeds of sales of assets. The Asset Sale
Offer will remain open for a period of at least 20 Business Days following its commencement and not
more than 30 Business Days, except to the extent that a longer period is required by applicable law
(the Offer Period). No later than three Business Days after the termination of the Offer Period
(the Purchase Date), the Issuers will apply all Excess Proceeds (the Offer Amount) to the
purchase of Notes and such other pari passu Indebtedness (on a pro rata basis, if applicable) or,
if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in
response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the manner
prescribed in the Notes.
If the Purchase Date is on or after an interest record date and on or before the related
interest payment date, any accrued and unpaid interest and Liquidated Damages, if any, will be paid
to the Person in whose name a Note is registered at the close of business on such record date, and
no additional interest or Liquidated Damages will be payable to Holders who tender Notes pursuant
to the Asset Sale Offer.
Upon the commencement of an Asset Sale Offer, the Issuers will send, by first class mail, a
notice to the Trustee and each of the Holders. The notice will contain all instructions and
materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The
notice, which will govern the terms of the Asset Sale Offer, will state:
(1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section
4.10 hereof and the length of time the Asset Sale Offer will remain open;
(2) the Offer Amount, the purchase price and the Purchase Date;
(3) that any Note not tendered or accepted for payment will continue to accrue interest
and Liquidated Damages, if any;
(4) that, unless the Issuers default in making such payment, any Note accepted for
payment pursuant to the Asset Sale Offer will cease to accrue interest and Liquidate
Damages, if any, after the Purchase Date;
52
(5) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may
elect to have Notes purchased in integral multiples of $1,000 only;
(6) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will
be required to surrender the Note, with the form entitled Option of Holder to Elect
Purchase attached to the Notes completed, or transfer by book-entry transfer, to the
Issuers, a depositary, if appointed by the Issuers, or a Paying Agent at the address
specified in the notice at least three Business Days before the Purchase Date;
(7) that Holders will be entitled to withdraw their election if the Issuers, the
depositary or the Paying Agent, as the case may be, receives, not later than the expiration
of the Offer Period, a facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Note the Holder delivered for purchase and a statement
that such Holder is withdrawing his election to have such Note purchased;
(8) that, if the aggregate principal amount of Notes and other pari passu Indebtedness
surrendered by holders thereof exceeds the Offer Amount, the Issuers will select the Notes
and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal
amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments as
may be deemed appropriate by the Issuers so that only Notes in denominations of $1,000, or
integral multiples thereof, will be purchased); and
(9) that Holders whose Notes were purchased only in part will be issued new Notes equal
in principal amount to the unpurchased portion of the Notes surrendered (or transferred by
book-entry transfer).
On or before the Purchase Date, the Issuers will, to the extent lawful, accept for payment, on
a pro rata basis to the extent necessary, the Offer Amount allocable to the Notes or portions
thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount allocable to
the Notes has been tendered, all Notes tendered, and will deliver or cause to be delivered to the
Trustee the Notes properly accepted together with an Officers Certificate stating that such Notes
or portions thereof were accepted for payment by the Issuers in accordance with the terms of this
Section 3.09. The Issuers, the depositary or the Paying Agent, as the case may be, will promptly
(but in any case not later than five days after the Purchase Date) mail or deliver to each
tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and
accepted by the Issuers for purchase, and the Issuers will promptly issue a new Note, and the
Trustee, upon receipt of a Company Order, will authenticate and mail or deliver (or cause to be
transferred by book entry) such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or
delivered by the Issuers to the Holder thereof. The Issuers will publicly announce the results of
the Asset Sale Offer on the Purchase Date.
Other than as specifically provided in this Section 3.09, any purchase pursuant to this
Section 3.09 shall be made pursuant to the provisions of Sections 3.05 and 3.06 hereof.
53
ARTICLE
4
COVENANTS
Section 4.01 Payment of Notes.
The Issuers shall pay or cause to be paid the principal of, premium, if any, and interest and
Liquidated Damages, if any, on, the Notes on the dates and in the manner provided in the Notes.
Principal, premium, if any, and interest and Liquidated Damages, if any will be considered paid on
the date due if the Paying Agent, if other than the Targa Resources Partners or a Subsidiary
thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Issuers in
immediately available funds and designated for and sufficient to pay all principal, premium, if
any, and interest and Liquidated Damages, if any, then due. The Issuers will pay all Liquidated
Damages, if any, in the same manner as interest on the dates and in the amounts set forth in the
applicable Registration Rights Agreement.
The Issuers shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, at the then applicable interest rate on
the Notes to the extent lawful; they shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages
(without regard to any applicable grace period) at the same rate to the extent lawful.
The Issuers shall notify the Trustee of the amounts and payment dates of any Liquidated
Damages that may become payable under any Registration Rights Agreement.
Section 4.02 Maintenance of Office or Agency.
The Issuers shall maintain an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee) in the City of New York where Notes may be presented or surrendered for
payment, and they shall maintain in the continental United States an office or agency (which may be
an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may
be surrendered for registration of transfer or for exchange and where notices and demands to or
upon the Issuers in respect of the Notes and this Indenture may be served. The Issuers shall give
prompt written notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Issuers fail to maintain any such required office or agency
or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office of the Trustee.
The Issuers may also from time to time designate one or more other offices or agencies in the
continental United States where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations. Further, if at any time there shall
be no such office or agency in the City of New York where the Notes may be presented or surrendered
for payment, the Issuers shall forthwith designate and maintain such an office or agency in the
City of New York, in order that the Notes shall at all times be payable in the City of New York.
The Issuers shall give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.
54
The Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or
agency of the Issuers in accordance with Section 2.03 hereof.
Section 4.03 Reports.
(a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are
outstanding, Targa Resources Partners will furnish (whether through hard copy or by posting on its
website) to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within
the time periods specified in the SECs rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on
Forms 10-Q and 10-K if Targa Resources Partners were required to file such reports; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if
Targa Resources Partners were required to file such reports.
All such reports will be prepared in all material respects in accordance with all of the rules
and regulations applicable to such reports, including Section 3-10 of Regulation S-X. Each annual
report on Form 10-K will include a report on Targa Resources Partners consolidated financial
statements by Targa Resources Partners independent registered public accounting firm. In
addition, Targa Resources Partners will file a copy of each of the reports referred to in clauses
(1) and (2) above with the SEC for public availability within the time periods specified in the
rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and
will post the reports on its website within those time periods.
If, at any time Targa Resources Partners is no longer subject to the periodic reporting
requirements of the Exchange Act for any reason, Targa Resources Partners will nevertheless
continue filing the reports specified in the preceding paragraphs of this Section 4.03 with the SEC
within the time periods specified above unless the SEC will not accept such a filing; provided
that, for so long as Targa Resources Partners is not subject to the periodic reporting requirements
of the Exchange Act for any reason, the time period for filing reports on Form 8-K shall be 5
Business Days after the event giving rise to the obligation to file such report. Targa Resources
Partners will not take any action for the purpose of causing the SEC not to accept any such
filings. If, notwithstanding the foregoing, the SEC will not accept Targa Resources Partners
filings for any reason, Targa Resources Partners will post the reports referred to in the preceding
paragraphs on its website within the time periods that would apply if Targa Resources Partners were
required to file those reports with the SEC.
(b) For so long as any Notes remain outstanding, if at any time Targa Resources Partners is
not required to file with the SEC the reports required by Section 4.03(a), the Issuers and the
Guarantors will furnish to the Holders of Notes and to securities analysts and prospective
investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.
55
Section 4.04 Compliance Certificate.
(a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the
TIA) shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers
Certificate stating that a review of the activities of the Issuers and Targa Resources Partners
Subsidiaries during the preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Issuers have kept, observed, performed and
fulfilled their obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed,
performed and fulfilled each and every covenant contained in this Indenture and are not in default
in the performance or observance of any of the terms, provisions and conditions of this Indenture
(or, if a Default or Event of Default has occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Issuers are taking or propose to
take with respect thereto).
(b) So long as any of the Notes are outstanding, the Issuers and the Guarantors will deliver
to the Trustee, promptly upon any Officer becoming aware of any Default or Event of Default, an
Officers Certificate specifying such Default or Event of Default and what action the Issuers are
taking or propose to take with respect thereto.
Section 4.05 Taxes.
The Issuers shall pay, and will cause each of Targa Resources Partners Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies except such as are
contested in good faith and by appropriate proceedings or where the failure to effect such payment
is not adverse in any material respect to the Holders of the Notes.
Section 4.06 Stay, Extension and Usury Laws.
The Issuers and each of the Guarantors covenant (to the extent that they may lawfully do so)
that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this Indenture; and the
Issuers and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly
waive all benefit or advantage of any such law, and covenants that they will not, by resort to any
such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but
shall suffer and permit the execution of every such power as though no such law has been enacted.
Section 4.07 Restricted Payments.
(a) Targa Resources Partners shall not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly:
(1) declare or pay any dividend or make any other payment or distribution on account of
its outstanding Equity Interests (including any payment in connection with any merger or
consolidation involving Targa Resources Partners or any of its Restricted Subsidiaries) or
to the direct or indirect holders of Targa Resources
56
Partners or any of its Restricted Subsidiaries Equity Interests in their capacity as
such (other than distributions or dividends payable in Equity Interests, excluding
Disqualified Equity, of Targa Resources Partners and other than distributions or dividends
payable to Targa Resources Partners or a Restricted Subsidiary);
(2) purchase, redeem or otherwise acquire or retire for value (including in connection
with any merger or consolidation involving Targa Resources Partners) any Equity Interests of
Targa Resources Partners, any direct or indirect parent of Targa Resources Partners or any
of the Restricted Subsidiaries of Targa Resources Partners;
(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise
acquire or retire for value any Indebtedness of Targa Resources Partners or any Guarantor
that is contractually subordinated to the Notes or to any Note Guarantee (excluding
intercompany Indebtedness between or among Targa Resources Partners and any of its
Restricted Subsidiaries), except a payment of interest or principal within one month of the
Stated Maturity thereof; or
(4) make any Restricted Investment
(all such payments and other actions set forth in these clauses (1) through (4) above being
collectively referred to as Restricted Payments), unless, at the time of and after giving
effect to such Restricted Payment, no Default (except a Reporting Default) or Event of
Default has occurred and is continuing or would occur as a consequence of such Restricted
Payment and either:
(1) if the Fixed Charge Coverage Ratio for Targa Resources Partners most recently
ended four full fiscal quarters for which internal financial statements are available at the
time of such Restricted Payment is not less than 1.75 to 1.0, such Restricted Payment,
together with the aggregate amount of all other Restricted Payments made by Targa Resources
Partners and its Restricted Subsidiaries (excluding Restricted Payments permitted by clauses
(2), (3), (4) (to the extent, in the case of clause (4), payments are made to Targa
Resources Partners or a Restricted Subsidiary), (5), (6), (7) and (8) of Section 4.07(b)
hereof) during the quarter in which such Restricted Payment is made, is less than the sum,
without duplication, of:
(A) Available Cash from Operating Surplus as of the end of the immediately
preceding quarter; plus
(B) 100% of the aggregate net cash proceeds received by Targa Resources
Partners (including the Fair Market Value of any Permitted Business or long-term
assets that are used or useful in a Permitted Business to the extent acquired in
consideration of Equity Interests of Targa Resources Partners (other than
Disqualified Equity)) since the date of this Indenture as a contribution to its
common equity capital or from the issue or sale of Equity Interests of Targa
Resources Partners (other than Disqualified Equity) or from the issue or sale of
convertible or exchangeable Disqualified Equity or convertible or exchangeable
57
debt securities of Targa Resources Partners that have been converted into or
exchanged for such Equity Interests (other than Equity Interests (or Disqualified
Equity or debt securities) sold to a Subsidiary of Targa Resources Partners); plus
(C) to the extent that any Restricted Investment that was made after the date
of this Indenture is sold for cash or Cash Equivalents or otherwise liquidated or
repaid for cash or Cash Equivalents, the return of capital with respect to such
Restricted Investment (less the cost of disposition, if any); plus
(D) the net reduction in Restricted Investments resulting from dividends,
repayments of loans or advances, or other transfers of assets in each case to Targa
Resources Partners or any of its Restricted Subsidiaries from any Person (including
Unrestricted Subsidiaries) or from redesignations of Unrestricted Subsidiaries as
Restricted Subsidiaries, to the extent such amounts have not been included in
Available Cash from Operating Surplus for any period commencing on or after the date
of this Indenture (items (b), (c) and (d) being referred to as Incremental Funds);
minus
(E) the aggregate amount of Incremental Funds previously expended pursuant to
this clause (1) and clause (2) below; or
(2) if the Fixed Charge Coverage Ratio for Targa Resources Partners most recently
ended four full fiscal quarters for which internal financial statements are available at the
time of such Restricted Payment is less than 1.75 to 1.0, such Restricted Payment, together
with the aggregate amount of all other Restricted Payments made by Targa Resources Partners
and its Restricted Subsidiaries (excluding Restricted Payments permitted by clauses
(2),(3),(4) (to the extent, in the case of clause (4), payments are made to Targa Resources
Partners or a Restricted Subsidiary), (5), (6), (7) and (8) of Section 4.07(b) hereof)
during the quarter in which such Restricted Payment is made (such Restricted Payments for
purposes of this clause (2) meaning only distributions on common units of Targa Resources
Partners, plus the related distribution on the general partner interest), is less than the
sum, without duplication, of:
(A) $100.0 million less the aggregate amount of all prior Restricted Payments
made by Targa Resources Partners and its Restricted Subsidiaries pursuant to this
clause (2)(A) during the period since the date of this Indenture; plus
(B) Incremental Funds to the extent not previously expended to this clause (2)
or clause (1) above.
(b) The provisions of Section 4.07(a) hereof shall not prohibit:
(1) the payment of any dividend or distribution within 60 days after the date of its
declaration, if at the date of declaration the payment would have complied with the
provisions of this Indenture;
58
(2) the redemption, repurchase, retirement, defeasance or other acquisition of
subordinated Indebtedness of Targa Resources Partners or any Guarantor or of any Equity
Interests of Targa Resources Partners or any of its Restricted Subsidiaries in exchange for,
or out of the net cash proceeds of, a substantially concurrent (a) capital contribution to
Targa Resources Partners from any Person (other than a Restricted Subsidiary of Targa
Resources Partners) or (b) sale (other than to a Restricted Subsidiary of Targa Resources
Partners) of Equity Interests of Targa Resources Partners, with a sale being deemed
substantially concurrent if such redemption, repurchase, retirement, defeasance or other
acquisition occurs not more than 120 days after such sale; provided that proceeds from sale
of Disqualified Equity may only be used to redeem, repurchase, retire, defease or otherwise
acquire subordinated indebtedness or Disqualified Equity; provided further that the amount
of any such net cash proceeds that are utilized for any such redemption, repurchase,
retirement, defeasance or other acquisition will be excluded (or deducted, if included) from
the calculation of Available Cash from Operating Surplus and Incremental Funds;
(3) the defeasance, redemption, repurchase or other acquisition or retirement of any
subordinated Indebtedness of Targa Resources Partners or any Guarantor with the net cash
proceeds from an incurrence of, or in exchange for, Permitted Refinancing Indebtedness;
(4) the payment of any distribution or dividend by a Restricted Subsidiary of Targa
Resources Partners to the holders of its Equity Interests (other than Disqualified Equity)
on a pro rata basis;
(5) so long as no Default (except a Reporting Default) has occurred and is continuing
or would be caused thereby, the repurchase, redemption or other acquisition or retirement
for value of any Equity Interests of Targa Resources Partners or any Restricted Subsidiary
of Targa Resources Partners held by any current or former officer, director or employee of
Targa Resources Partners or any Affiliate of Targa Resources Partners pursuant to any equity
subscription agreement or plan, stock or unit option agreement, shareholders agreement or
similar agreement; provided that the aggregate price paid for all such repurchased,
redeemed, acquired or retired Equity Interests may not exceed $5.0 million in any calendar
year; provided further that such amount in any calendar year may be increased by an amount
not to exceed (a) the cash proceeds received by Targa Resources Partners or any of its
Restricted Subsidiaries from the sale of Equity Interests of Targa Resources Partners to
members of management or directors of Targa Resources Partners or its Affiliates that occurs
after the date of this Indenture (to the extent the cash proceeds from the sale of such
Equity Interests have not otherwise been applied to the payment of Restricted Payments by
virtue of clauses (1)(B) or (2)(B) of Section 4.07(a) hereof), plus (b) the cash proceeds of
key man life insurance policies received by Targa Resources Partners or any of its
Restricted Subsidiaries after the date of this Indenture;
(6) so long as no Default (except a Reporting Default) has occurred and is continuing
or would be caused thereby, payments of dividends on Disqualified Equity issued pursuant to
Section 4.09 hereof;
59
(7) repurchases of Capital Stock deemed to occur upon exercise of stock options,
warrants or other convertible securities if such Capital Stock represents a portion of the
exercise price of such options, warrants or other convertible securities; or
(8) cash payments in lieu of the issuance of fractional shares in connection with the
exercise of warrants, options or other securities convertible into or exchangeable for
Capital Stock of Targa Resources Partners.
(c) The amount of all Restricted Payments (other than cash) will be the Fair Market Value on
the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or
issued by Targa Resources Partners or such Restricted Subsidiary, as the case may be, pursuant to
the Restricted Payment. The Fair Market Value of any assets or securities that are required to be
valued by this Section 4.07 will be determined, in the case of amounts of no more than $50.0
million, by an Officer of the General Partner and, in the case of amounts over $50.0 million, by
the Board of Directors of the General Partner, whose resolution with respect thereto shall be
delivered to the Trustee. For the purposes of determining compliance with this Section 4.07, if a
Restricted Payment meets the criteria of more than one of the categories of Restricted Payments
described in the preceding clauses (1)-(8), Targa Resources Partners will be permitted to classify
(or reclassify in whole or in part in its sole discretion) such Restricted Payment in any manner
that complies with this Section 4.07.
Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.
(a) Targa Resources Partners shall not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly, create or permit to exist or become effective any consensual
encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Equity Interests to Targa
Resources Partners or any of its Restricted Subsidiaries or to pay any indebtedness owed to
Targa Resources Partners or any of its Restricted Subsidiaries;
(2) make loans or advances to Targa Resources Partners or any of its Restricted
Subsidiaries; or
(3) sell, lease or transfer any of its properties or assets to Targa Resources Partners
or any of its Restricted Subsidiaries.
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions
existing under or by reason of:
(1) agreements as in effect on the date of this Indenture and any amendments,
restatements, modifications, renewals, supplements, refundings, replacements or refinancings
of those agreements or the Indebtedness to which they relate; provided that the amendments,
restatements, modifications, renewals, supplements, refundings, replacements or refinancings
are not materially more restrictive, taken as a whole, with respect to such dividend,
distribution and other payment restrictions than those contained in those agreements on the
date of this Indenture;
60
(2) this Indenture, the Notes and the Note Guarantees;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by
Targa Resources Partners or any of its Restricted Subsidiaries as in effect at the time of
such acquisition (except to the extent such Indebtedness or Equity Interests were incurred
in connection with or in contemplation of such acquisition), which encumbrance or
restriction is not applicable to any Person, or the properties or assets of any Person,
other than the Person, or the property or assets of the Person, so acquired; provided that,
in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of
this Indenture;
(5) customary non-assignment provisions contracts for purchase, gathering, processing,
fractionating, sale, transportation or exchange of crude oil, natural gas liquids,
condensate and natural gas, natural gas storage agreements, in transportation agreements or
purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar
operational agreements or in licenses, leases, rights-of-way, easements or servitudes, in
each case entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business
and Capital Lease Obligations that impose restrictions on the property purchased or leased
of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that
restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the
agreements governing such Permitted Refinancing Indebtedness are not materially more
restrictive, taken as a whole, than those contained in the agreements governing the
Indebtedness being refinanced;
(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that
limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property in joint
venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements,
buy/sell agreements and other similar agreements entered into in the ordinary course of
business;
(11) any agreement or instrument relating to any property or assets acquired after the
date hereof, so long as such encumbrance or restriction relates only to the property or
assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under
contracts entered into in the ordinary course of business; and
61
(13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such
Indebtedness was otherwise permitted by this Indenture to be incurred
Section 4.09 Incurrence of Indebtedness and Issuance of Disqualified Equity.
(a) Targa Resources Partners shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to (collectively,
incur) any Indebtedness (including Acquired Debt), and Targa Resources Partners will not issue
any Disqualified Equity and will not permit any of its Restricted Subsidiaries to issue any
Disqualified Equity; provided, however, that Targa Resources Partners and any Restricted Subsidiary
may incur Indebtedness (including Acquired Debt) and Targa Resources Partners and the Restricted
Subsidiaries may issue Disqualified Equity, if the Fixed Charge Coverage Ratio for Targa Resources
Partners most recently ended four full fiscal quarters for which internal financial statements are
available immediately preceding the date on which such additional Indebtedness is incurred or such
Disqualified Equity is issued, as the case may be, would have been at least 2.0 to 1.0, determined
on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the
additional Indebtedness had been incurred or the Disqualified Equity had been issued, as the case
may be, at the beginning of such four-quarter period.
(b) The provisions of Section 4.09(a) hereof shall not prohibit the incurrence of any of the
following items of Indebtedness (collectively, Permitted Debt) or the issuance of any
Disqualified Equity described in clause (ii) below:
(1) the incurrence by Targa Resources Partners and any Restricted Subsidiary of
additional Indebtedness (including letters of credit) under Credit Facilities, provided
that, after giving effect to such incurrence, the aggregate principal amount of all
Indebtedness incurred under this clause (1) (with letters of credit being deemed to have a
principal amount equal to the maximum potential liability of Targa Resources Partners and
its Restricted Subsidiaries thereunder) and then outstanding does not exceed the greater of
(a) $1,000.0 million and (b) the sum of $750.0 million and 20% of Targa Resources Partners
Consolidated Net Tangible Assets;
(2) the incurrence by Targa Resources Partners and its Restricted Subsidiaries of the
Existing Indebtedness;
(3) the incurrence by Targa Resources Partners, Finance Corp. and the Guarantors of
Indebtedness represented by the Notes and the related Note Guarantees to be issued on the
date of this Indenture and any Exchange Notes and the related Note Guarantees that may be
issued pursuant to a Registration Rights Agreement;
(4) the incurrence by Targa Resources Partners or any of its Restricted Subsidiaries of
Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money
obligations, in each case, incurred for the purpose of financing all or any part of the
purchase price or cost of construction or improvement of property, plant or equipment used
in the business of Targa Resources Partners or any of
62
its Restricted Subsidiaries, including all Permitted Refinancing Indebtedness incurred
to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred
pursuant to this clause (4), provided that after giving effect to such incurrence the
aggregate principal amount of all Indebtedness incurred pursuant to this clause (4) and then
outstanding does not exceed the greater of (a) $50.0 million and (b) 4.0% of Targa Resources
Partners Consolidated Net Tangible Assets;
(5) the incurrence by Targa Resources Partners or any of its Restricted Subsidiaries of
Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to
renew, refund, refinance, replace, defease or discharge any Indebtedness (other than
intercompany Indebtedness) that was permitted by this Indenture to be incurred under Section
4.09(a) hereof or clauses (2) or (3) of this Section 4.09(b) or this clause (5);
(6) the incurrence by Targa Resources Partners or any of its Restricted Subsidiaries of
intercompany Indebtedness between or among Targa Resources Partners and any of its
Restricted Subsidiaries; provided, however, that:
(A) if Targa Resources Partners or any Guarantor is the obligor on such
Indebtedness and the payee is not Targa Resources Partners or a Guarantor, such
Indebtedness must be expressly subordinated to the prior payment in full in cash of
all Obligations then due with respect to the Notes, in the case of Targa Resources
Partners, or the Note Guarantee, in the case of a Guarantor, and
(B) (1) any subsequent issuance or transfer of Equity Interests that results in
any such Indebtedness being held by a Person other than Targa Resources Partners or
a Restricted Subsidiary of Targa Resources Partners and (2) any sale or other
transfer of any such Indebtedness to a Person that is not either Targa Resources
Partners or a Restricted Subsidiary of Targa Resources Partners, will be deemed, in
each case, to constitute an incurrence of such Indebtedness by Targa Resources
Partners or such Restricted Subsidiary, as the case may be, that was not permitted
by this clause (6);
(7) the incurrence by Targa Resources Partners or any of its Restricted Subsidiaries of
Hedging Obligations;
(8) the guarantee by Targa Resources Partners or any of its Restricted Subsidiaries of
Indebtedness of Targa Resources Partners or a Restricted Subsidiary of Targa Resources
Partners that was permitted to be incurred by another provision of this Section 4.09;
provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the
Notes, then the Guarantee shall be subordinated or pari passu, as applicable, to the same
extent as the Indebtedness guaranteed;
(9) the incurrence by Targa Resources Partners or any of its Restricted Subsidiaries of
obligations relating to net gas balancing positions arising in the ordinary course of
business and consistent with past practice;
63
(10) the incurrence by Targa Resources Partners or any of its Restricted Subsidiaries
of Acquired Debt in connection with a transaction meeting either one of the financial tests
set forth in clause (4) under Section 5.01(a);
(11) the issuance by any of Targa Resources Partners Restricted Subsidiaries to Targa
Resources Partners or to any of its Restricted Subsidiaries of any Disqualified Equity;
provided, however, that:
(A) any subsequent issuance or transfer of Equity Interests that results in any
such Disqualified Equity being held by a Person other than Targa Resources Partners
or a Restricted Subsidiary of Targa Resources Partners; and
(B) any sale or other transfer of any such Disqualified Equity to a Person that
is not either Targa Resources Partners or a Restricted Subsidiary of Targa Resources
Partners
will be deemed, in each case, to constitute an issuance of such Disqualified Equity by such
Restricted Subsidiary that was not permitted by this clause (11); and
(12) the incurrence by Targa Resources Partners or any of its Restricted Subsidiaries
of additional Indebtedness; provided that, after giving effect to any such incurrence, the
aggregate principal amount of all Indebtedness incurred under this clause (12) does not
exceed the greater of (a) $50.0 million and (b) 4.0% of Targa Resources Partners
Consolidated Net Tangible Assets.
Targa Resources Partners shall not incur, and shall not permit Finance Corp. or any Guarantor
to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right
of payment to any other Indebtedness of Targa Resources Partners, Finance Corp. or such Guarantor
unless such Indebtedness is also contractually subordinated in right of payment to the Notes and
the applicable Note Guarantee on substantially identical terms; provided, however, that no
Indebtedness of a Person shall be deemed to be contractually subordinated in right of payment to
any other Indebtedness of such Person solely by virtue of being unsecured or by virtue of being
secured on a first or junior Lien basis.
For purposes of determining compliance with this Section 4.09, if an item of proposed
Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in
clauses (1) through (12) above, or is entitled to be incurred pursuant to Section 4.09(a) hereof,
Targa Resources Partners will be permitted to classify such item of Indebtedness on the date of its
incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that
complies with this Section 4.09. Indebtedness under Credit Facilities outstanding on the date on
which Notes are first issued and authenticated under this Indenture will initially be deemed to
have been incurred on such date in reliance on the exception provided by clause (1) of the
definition of Permitted Debt.
The accrual of interest, the accretion or amortization of original issue discount, the payment
of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the
reclassification of preferred stock as Indebtedness due to a change in accounting principles, and
the payment of dividends on Disqualified Equity in the form of additional shares
64
of the same class of Disqualified Equity will not be deemed to be an incurrence of
Indebtedness or an issuance of Disqualified Equity for purposes of this Section 4.09; provided,
however, in each such case, that the amount of any such accrual, accretion or payment is included
in Fixed Charges of Targa Resources Partners as accrued. Notwithstanding any other provision of
this Section 4.09, the maximum amount of Indebtedness that Targa Resources Partners or any
Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded
solely as a result of fluctuations in exchange rates or currency values.
Section 4.10 Asset Sales.
Targa Resources Partners shall not, and shall not permit any of its Restricted Subsidiaries
to, consummate an Asset Sale unless:
(1) Targa Resources Partners (or the Restricted Subsidiary, as the case may be)
receives consideration at the time of the Asset Sale at least equal to the Fair Market
Value of the assets or Equity Interests issued or sold or otherwise disposed of;
(2) such Fair Market Value is determined by (a) an Officer of the General Partner if
the value is less than $50.0 million, as evidenced by an Officers Certificate delivered to
the Trustee, or (b) the Board of Directors of the General Partner if the value is $50.0
million or more, as evidenced by a resolution of such Board of Directors of the General
Partners; and
(3) at least 75% of the aggregate consideration received by Targa Resources Partners
and its Restricted Subsidiaries in the Asset Sale and all other Asset Sales since the date
of this Indenture is in the form of cash or Cash Equivalents. For purposes of this
provision, each of the following shall be deemed to be cash:
(A) any liabilities, as shown on Targa Resources Partners most recent consolidated
balance sheet, of Targa Resources Partners or any Restricted Subsidiary (other than
contingent liabilities and liabilities that are by their terms subordinated to the Notes or
any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a
customary novation agreement that releases Targa Resources Partners or such Restricted
Subsidiary from further liability; and
(B) any securities, notes or other obligations received by Targa Resources Partners or
any such Restricted Subsidiary from such transferee that are within 90 days after the Asset
Sale (subject to ordinary settlement periods), converted by Targa Resources Partners or such
Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash
Equivalents received in that conversion.
Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Targa Resources
Partners (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds:
(1) to repay Senior Indebtedness of Targa Resources Partners and/or its Restricted
Subsidiaries (or to make an offer to repurchase or redeem such Indebtedness, provided that
such repurchase or redemption closes within 45 days after the end of such
65
360-day period) with a permanent reduction in availability for any revolving credit
Indebtedness;
(2) to acquire all or substantially all of the properties or assets of, or any Capital
Stock of, another Permitted Business, if, after giving effect to any such acquisition of
Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of Targa
Resources Partners;
(3) to make a capital expenditure in a Permitted Business; or
(4) to acquire other assets that are not classified as current assets under GAAP and
that are used or useful in a Permitted Business.
Pending the final application of any Net Proceeds, Targa Resources Partners or the applicable
Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the
Net Proceeds in any manner that is not prohibited by this Indenture.
Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second
paragraph of this Section 4.10 will constitute Excess Proceeds. When the aggregate amount of
Excess Proceeds exceeds $25.0 million, within five days thereof, Targa Resources Partners will make
an Asset Sale Offer, pursuant to Section 3.09, to all Holders of Notes and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in
this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to
purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be
purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to
100% of the principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to
the date of purchase, and will be payable in cash. If any Excess Proceeds remain after
consummation of an Asset Sale Offer, Targa Resources Partners may use those Excess Proceeds for any
purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and
other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, then the Notes and such other pari passu Indebtedness shall be purchased on a pro rata
basis (with such adjustments as may be deemed appropriate by the Issuers so that only Notes and
such other pari passu Indebtedness will be purchased in an authorized denomination and integral
multiples thereof). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will
be reset at zero.
In making an Asset Sale Offer Targa Resources Partners will comply with the applicable
requirements of Rule 14e-1 under the Exchange Act and other securities laws and regulations. To
the extent that the provisions of any securities laws or regulations conflict with the provisions
of Section 3.09 hereof or this Section 4.10, Targa Resources Partners will comply with the
applicable securities laws and regulations and will not be deemed to have breached its obligations
under Section 3.09 hereof or this Section 4.10 by virtue of such compliance.
Section 4.11 Transactions with Affiliates.
(a) Targa Resources Partners shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into or make or
66
amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or
for the benefit of, any Affiliate of Targa Resources Partners (individually or as a series of
related transactions, an Affiliate Transaction), unless:
(1) the Affiliate Transaction is on terms that are no less favorable to Targa Resources
Partners or the relevant Restricted Subsidiary than those that would have been obtained in a
comparable transaction by Targa Resources Partners or such Restricted Subsidiary with an
unrelated Person; and
(2) Targa Resources Partners delivers to the Trustee:
(A) with respect to any Affiliate Transaction involving aggregate consideration
in excess of $25.0 million, a resolution adopted by a majority of the disinterested
members of the Board of Directors of the General Partner approving such Affiliate
Transaction and set forth in an Officers Certificate certifying that such Affiliate
Transaction complies with clause (1) of this Section 4.11(a); and
(B) with respect to any Affiliate Transaction involving aggregate consideration
in excess of $50.0 million, a written opinion as to the fairness to Targa Resources
Partners or such Subsidiary of such Affiliate Transaction from a financial point of
view issued by an accounting, appraisal or investment banking firm of recognized
industry standing.
(b) The following items will not be deemed to be Affiliate Transactions and, therefore, shall
not be subject to the provisions of Section 4.11(a) hereof:
(1) any employment agreement, equity award, equity option or equity appreciation
agreement or plan or any similar arrangement entered into by Targa Resources Partners or any
of its Restricted Subsidiaries in the ordinary course of business and payments pursuant
thereto;
(2) transactions between or among Targa Resources Partners and/or its Restricted
Subsidiaries;
(3) transactions with a Person (other than an Unrestricted Subsidiary of Targa
Resources Partners) that is an Affiliate of Targa Resources Partners solely because Targa
Resources Partners owns, directly or through a Restricted Subsidiary, an Equity Interest in,
or controls, such Person;
(4) any issuance of Equity Interests (other than Disqualified Equity) of Targa
Resources Partners to Affiliates of Targa Resources Partners;
(5) Restricted Payments or Permitted Investments that do not violate Section 4.07
hereof;
(6) customary compensation, indemnification and other benefits made available to
officers, directors or employees of Targa Resources Partners or any Affiliate
67
of Targa Resources Partners, including reimbursement or advancement of out-of-pocket
expenses and provisions of officers and directors liability insurance;
(7) in the case of contracts for purchase, gathering, processing, fractionating, sale,
transportation and marketing of crude oil, natural gas, condensate and natural gas liquids,
hedging agreements, and production handling, operating, construction, terminaling, storage,
lease, platform use, or other operational contracts, any such contracts are entered into in
the ordinary course of business on terms substantially similar to those contained in similar
contracts entered into by Targa Resources Partners or any Restricted Subsidiary and third
parties, or if neither Targa Resources Partners nor any Restricted Subsidiary has entered
into a similar contract with a third party, then the terms are no less favorable than those
available from third parties on an arms-length basis;
(8) loans or advances to employees in the ordinary course of business not to exceed
$1.0 million in the aggregate at any one time outstanding; and
(9) the existence of, or the performance by Targa Resources Partners or any Restricted
Subsidiary of its obligations under the terms of, (i) any agreements that (x) are described
in the Offering Memorandum under the heading Certain Relationships and Related Party
Transactions to which it is a party on the terms described in the Offering Memorandum, (y)
are otherwise described in Schedule 4.11 to this Indenture, or (z) form part of an
Affiliate Transaction that meets the requirements of subclauses (1) and (2) of Section
4.11(a) hereof, (ii) any amendments to such agreements and (iii) any similar agreements
which it may enter into thereafter; provided, however, that the existence of, or the
performance by Targa Resources Partners or any Restricted Subsidiary of its obligations
under, any future amendment to such agreements or under any such similar agreements shall
only be permitted by this clause (9) to the extent that the terms of any such amendment or
new agreement, taken as a whole, are either on terms comparable to the agreements referred
to in the preceding clause (i) or are not less favorable to the Holders in any material
respect.
Section 4.12 Liens.
Targa Resources Partners will not, and will not permit any of its Restricted Subsidiaries to,
create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any
kind (other than Permitted Liens) securing Indebtedness (including any Attributable Debt) upon any
of their respective property or assets, now owned or hereafter acquired, unless all payments due
under the Notes or any Note Guarantee of such Restricted Subsidiary, as the case may be, are
secured on an equal and ratable basis or on a senior basis with the obligations so secured until
such time as such obligations are no longer secured by a Lien (other than Permitted Liens).
68
Section 4.13 [Reserved].
Section 4.14 Corporate Existence.
Subject to Article 5 hereof, Targa Resources Partners shall do or cause to be done all things
necessary to preserve and keep in full force and effect:
(1) its limited partnership existence, and the corporate, partnership or other
existence of each of its Restricted Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of Targa Resources
Partners or any such Restricted Subsidiary; and
(2) the rights (charter and statutory), licenses and franchises of Targa Resources
Partners and its Restricted Subsidiaries;
provided, however, that Targa Resources Partners shall not be required to preserve any such right,
license or franchise, or the corporate, partnership or other existence of any of its Restricted
Subsidiaries, if it shall determine that the preservation thereof is no longer desirable in the
conduct of the business of Targa Resources Partners and its Restricted Subsidiaries, taken as a
whole, and that the loss thereof is not adverse in any material respect to the Holders of the
Notes.
Section 4.15 Offer to Repurchase Upon Change of Control.
(a) Upon the occurrence of a Change of Control, Targa Resources Partners shall make an offer
(a Change of Control Offer) to each Holder of Notes to repurchase all or any part (equal to
$1,000 or an integral multiple of $1,000) of that Holders Notes at a purchase price in cash equal
to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest
and Liquidated Damages, if any, on the Notes repurchased to, but excluding, the date of purchase,
subject to the rights of Holders of Notes on the relevant record date to receive interest due on an
interest payment date that is on or prior to the purchase date (the Change of Control Payment).
Within 30 days following any Change of Control, Targa Resources Partners will mail a notice to each
Holder describing the transaction or transactions that constitute the Change of Control and
stating:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and
that all Notes tendered will be accepted for payment;
(2) the purchase price and the purchase date, which shall be no earlier than 20
Business Days and no later than 60 days from the date such notice is mailed (the Change of
Control Payment Date);
(3) that any Note not tendered will continue to accrue interest and Liquidated Damages,
if any;
(4) that, unless Targa Resources Partners Default in the payment of the Change of
Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will
cease to accrue interest and Liquidated Damages, if any, after the Change of Control Payment
Date;
69
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control
Offer will be required to surrender the Notes, with the form entitled Option of Holder to
Elect Purchase attached to the Notes completed, or transfer by book-entry transfer, to the
Paying Agent at the address specified in the notice prior to the close of business on the
third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent
receives, not later than the close of business on the second Business Day preceding the
Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of Notes delivered for purchase, and a
statement that such Holder is withdrawing his election to have the Notes purchased; and
(7) that Holders whose Notes are being purchased only in part will be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered, which
unpurchased portion must be equal to $1,000 in principal amount or an integral multiple
thereof.
Targa Resources Partners shall comply with the requirements of Rule 14e-l under the Exchange
Act and any other securities laws and regulations. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Section 4.15, Targa Resources
Partners shall comply with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under this Section 4.15 by virtue of such compliance.
(b) On the Change of Control Payment Date, Targa Resources Partners shall, to the extent
lawful:
(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the
Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes properly accepted
together with an Officers Certificate stating the aggregate principal amount of Notes or
portions of Notes being purchased by the Issuers.
The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of
Control Payment for such Notes (or, to the extent the Notes are in global form, make such payment
through the facilities of DTC), and the Trustee will promptly authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered; provided, that each new Note will be in a principal amount of
$1,000 or an integral multiple of $1,000. Targa Resources Partners will publicly announce the
results of the Change of Control Offer on or as soon as practicable after the Change of Control
Payment Date.
70
The provisions described above that require the Issuers to make a Change of Control Offer
following a Change of Control will be applicable whether or not any other provisions of this
Indenture are applicable.
(c) Notwithstanding anything to the contrary in this Section 4.15, Targa Resources Partners
will not be required to make a Change of Control Offer upon a Change of Control if (1) a third
party makes the Change of Control Offer in the manner, at the times and otherwise in compliance
with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and
not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given
pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable
redemption price.
(d) In the event that Holders of not less than 90% of the aggregate principal amount of the
outstanding Notes accept a Change of Control Offer and Targa Resources Partners purchases all of
the Notes held by such Holders, Targa Resources Partners will have the right, upon not less than 30
nor more than 60 days prior notice, given not more than 30 days following the purchase pursuant to
the Change of Control Offer described above, to redeem all of the Notes that remain outstanding
following such purchase at a redemption price equal to the Change of Control Payment plus, to the
extent not included in the Change of Control Payment, accrued and unpaid interest and Liquidated
Damages, if any, on the Notes that remain outstanding, to, but excluding, the date of redemption
(subject to the right of Holders on the relevant record date to receive interest due on an interest
payment date that is on or prior to the redemption date).
Section 4.16 Limitation on Sale and Leaseback Transactions.
Targa Resources Partners shall not, and shall not permit any of its Restricted Subsidiaries
to, enter into any sale and leaseback transaction; provided that Targa Resources Partners or any
Restricted Subsidiary may enter into a sale and leaseback transaction if the transfer of assets in
that sale and leaseback transaction is permitted by, and Targa Resources Partners or such
Restricted Subsidiary applies the proceeds of such transaction in compliance with, Section 4.10
hereof.
Section 4.17 Payments for Consent.
Targa Resources Partners shall not, and shall not permit any of its Restricted Subsidiaries
to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any
Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Notes unless such consideration is offered to be paid and is
paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth
in the solicitation documents relating to such consent, waiver or agreement.
Section 4.18 Additional Guarantees.
If, after the date of this Indenture, any Restricted Subsidiary of Targa Resources Partners
that is not already a Guarantor guarantees any Indebtedness of either of the Issuers or any
Indebtedness of any Guarantor, or any Domestic Subsidiary, if not then a Guarantor, incurs any
Indebtedness under any Credit Facility, then in either case that Subsidiary will become a Guarantor
by executing a supplemental indenture substantially in the form of Exhibit F hereto
71
and delivering it to the Trustee within 20 Business Days of the date on which it guaranteed or
incurred such Indebtedness, as the case may be; provided, however, that the preceding shall not
apply to Subsidiaries of Targa Resources Partners that have been properly designated as
Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to
constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Note Guarantee of a
Restricted Subsidiary that was incurred pursuant to this paragraph as a result of its guarantee of
any Indebtedness shall be automatically and unconditionally released upon the satisfaction of the
conditions set forth in Section 10.05(c).
Section 4.19 Designation of Restricted and Unrestricted Subsidiaries.
The Board of Directors of the General Partner may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value
of all outstanding Investments owned by Targa Resources Partners and its Restricted Subsidiaries in
the Subsidiary designated as Unrestricted will be deemed to be either an Investment made as of the
time of the designation that will reduce the amount available for Restricted Payments under Section
4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted
Investments, as determined by Targa Resources Partners; provided that any designation will only be
permitted if the Investment would be permitted at that time and if the Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary.
Any designation of a Subsidiary of Targa Resources Partners as an Unrestricted Subsidiary will
be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the
Board of Directors of the General Partner giving effect to such designation and an Officers
Certificate certifying that such designation complied with the preceding conditions and was
permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet
the requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to
be incurred by a Restricted Subsidiary of Targa Resources Partners as of such date and, if such
Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa
Resources Partners will be in default of such covenant. The Board of Directors of the General
Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of
Targa Resources Partners; provided that such designation will be deemed to be an incurrence of
Indebtedness by a Restricted Subsidiary of Targa Resources Partners of any outstanding Indebtedness
of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such
Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such
designation had occurred at the beginning of the four-quarter reference period; and (2) no Default
or Event of Default would be in existence following such designation.
Section 4.20 Termination of Covenants.
If at any time the Notes achieve an Investment Grade Rating from both of the Rating Agencies
and no Default or Event of Default has occurred and is then continuing under this Indenture, then
upon the Issuers giving notice to the Trustee of such event Targa Resources
72
Partners and its Restricted Subsidiaries will no longer be subject to the following provisions
of this Indenture:
(1) Section 4.10;
(2) Section 4.07;
(3) Section 4.08;
(4) Section 4.09;
(5) Section 4.11;
(6) Section 4.19;
(7) Section 5.01(a)(4); and
(8) Section 4.16.
To effect such termination, Targa Resources Partners shall deliver to the Trustee an Officers
Certificate certifying to the satisfaction of the conditions precedent to such termination.
ARTICLE 5
SUCCESSORS
Section 5.01 Merger, Consolidation, or Sale of Assets.
(a) Neither of the Issuers may, directly or indirectly: (1) consolidate or merge with or into
another Person (whether or not such Issuer is the surviving entity); or (2) sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of the properties or assets of Targa
Resources Partners and its Subsidiaries, taken as a whole, in one or more related transactions, to
another Person, unless:
(1) either:
(A) such Issuer is the surviving entity; or
(B) the Person formed by or surviving any such consolidation or merger (if
other than such Issuer) or to which such sale, assignment, transfer, lease,
conveyance or other disposition has been made is a Person organized or existing
under the laws of the United States, any state of the United States or the District
of Columbia; provided, however, that Finance Corp. may not consolidate or merge with
or into any Person other than a corporation satisfying such requirement so long as
Targa Resources Partners is not a corporation;
(2) the Person formed by or surviving any such consolidation or merger (if other than
such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or
other disposition has been made assumes all the obligations of such
73
Issuer under the Notes, this Indenture and each Registration Rights Agreement pursuant
to agreements reasonably satisfactory to the Trustee;
(3) immediately after such transaction, no Default or Event of Default exists;
(4) in the case of a transaction involving Targa Resources Partners and not Finance
Corp., Targa Resources Partners or the Person formed by or surviving any such consolidation
or merger (if other than Targa Resources Partners), or to which such sale, assignment,
transfer, lease, conveyance or other disposition has been made, will, either:
(A) be, on the date of such transaction after giving pro forma effect thereto
and any related financing transactions as if the same had occurred at the beginning
of the applicable four-quarter period, permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth
in Section 4.09(a); or
(B) have a Fixed Charge Coverage Ratio, on the date of such transaction and
after giving pro forma effect thereto and any related financing transactions as if
the same had occurred at the beginning of the applicable four-quarter period, not
less than the Fixed Charge Coverage Ratio of Targa Resources Partners immediately
prior to such transaction; and
(5) such Issuer has delivered to the Trustee an Officers Certificate and an Opinion of
Counsel, each stating that such consolidation, merger or disposition and such supplemental
indenture (if any) comply with this Indenture and all conditions precedent therein relating
to such transaction have been satisfied;
provided that clause (4) shall not apply to any sale of assets of a Restricted Subsidiary to Targa
Resources Partners or another Restricted Subsidiary or the merger or consolidation of a Restricted
Subsidiary into any Restricted Subsidiary or Targa Resources Partners.
(b) Notwithstanding Section 5.01(a), Targa Resources Partners is permitted to reorganize as
any other form of entity in accordance with the procedures established in this Indenture; provided
that:
(1) the reorganization involves the conversion (by merger, sale, legal conversion,
contribution or exchange of assets or otherwise) of Targa Resources Partners into a form of
entity other than a limited partnership formed under Delaware law;
(2) the entity so formed by or resulting from such reorganization is an entity
organized or existing under the laws of the United States, any state thereof or the District
of Columbia;
74
(3) the entity so formed by or resulting from such reorganization assumes all the
obligations of Targa Resources Partners under the Notes, this Indenture and each
Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;
(4) immediately after such reorganization no Default or Event of Default exists; and
(5) such reorganization is not materially adverse to the Holders of the Notes (for
purposes of this clause (5) it is stipulated that such reorganization shall not be
considered materially adverse to the Holders of the Notes solely because the successor or
survivor of such reorganization (a) is subject to federal or state income taxation as an
entity or (b) is considered to be an includible corporation of an affiliated group of
corporations within the meaning of Section 1504(b)(i) of the Internal Revenue Code of 1986,
as amended, or any similar state or local law).
(c) A Guarantor may not sell or otherwise dispose of all or substantially all of its
properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor
is the surviving Person), another Person, other than Targa Resources Partners or another Guarantor,
except as permitted by Sections 10.04 and 10.05 hereof.
Section 5.02 Successor Person Substituted.
Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all of the properties or assets of Targa Resources
Partners in a transaction that is subject to, and that complies with the provisions of, Section
5.01 hereof, the successor Person formed by such consolidation or into or with which Targa
Resources Partners is merged or to which such sale, assignment, transfer, lease, conveyance or
other disposition is made shall succeed to, and be substituted for (so that from and after the date
of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition,
the provisions of this Indenture referring to the Targa Resources Partners shall refer instead to
the successor Person and not to Targa Resources Partners), and may exercise every right and power
of Targa Resources Partners under this Indenture with the same effect as if such successor Person
had been named as Targa Resources Partners herein.
ARTICLE 6
DEFAULTS AND REMEDIES
Section 6.01 Events of Default.
Each of the following is an Event of Default:
(1) default for 30 days in the payment when due of interest on, or Liquidated Damages,
if any, with respect to, the Notes;
(2) default in the payment when due (at stated maturity, upon redemption or otherwise)
of the principal of, or premium, if any, on, the Notes;
75
(3) failure by the Issuers or the Guarantors to make a Change of Control Offer or an
Asset Sale Offer within the time periods set forth, or to consummate a purchase of Notes
when required pursuant to the terms described in Sections 4.15 or 4.10 or comply with the
provisions of Section 5.01 hereof;
(4) failure by Targa Resources Partners for 90 days after notice to comply with the
provisions of Section 4.03 hereof;
(5) failure by the Issuers or the Guarantors for 60 days after written notice to comply
with any of the other agreements in this Indenture;
(6) default under any mortgage, indenture or instrument under which there may be issued
or by which there may be secured or evidenced any Indebtedness for money borrowed by Targa
Resources Partners or any of its Restricted Subsidiaries (or the payment of which is
guaranteed by Targa Resources Partners or any of its Restricted Subsidiaries), whether such
Indebtedness or Guarantee now exists, or is created after the date of this Indenture, if
that default:
(A) is caused by a failure to pay principal of, or interest or premium, if any,
on, such Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a Payment Default); or
(B) results in the acceleration of such Indebtedness prior to its express
maturity,
and, in each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a Payment Default
or the maturity of which has been so accelerated, aggregates in excess of 3.0% of Targa
Resources Partners Consolidated Net Tangible Assets; provided, however, that if, prior to
any acceleration of the Notes, (i) any such Payment Default is cured or waived, (ii) any
such acceleration of such Indebtedness is rescinded, or (iii) such Indebtedness is repaid
during the 30 day period commencing upon the end of any applicable grace period for such
Payment Default or the occurrence of such acceleration of such Indebtedness, as applicable,
any Default or Event of Default (but not any acceleration) caused by such Payment Default or
acceleration of such Indebtedness shall automatically be rescinded, so long as such
rescission does not conflict with any judgment, decree or applicable law;
(7) failure by an Issuer or any of Targa Resources Partners Restricted Subsidiaries to
pay final judgments entered by a court or courts of competent jurisdiction aggregating in
excess of 3.0% of Targa Resources Partners Consolidated Net Tangible Assets, which
judgments are not paid, discharged or stayed for a period of 60 days;
(8) an Issuer or any of Targa Resources Partners Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries of Targa Resources Partners
that, taken together, would constitute a Significant Subsidiary pursuant to or within the
meaning of Bankruptcy Law:
76
(A) commences a voluntary case,
(B) consents to the entry of an order for relief against it in an involuntary
case,
(C) consents to the appointment of a custodian of it or for all or
substantially all of its property,
(D) makes a general assignment for the benefit of its creditors, or
(E) generally is not paying its debts as they become due;
(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:
(A) is for relief against an Issuer or any of Targa Resources Partners
Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries of the Targa Resources Partners that, taken together, would constitute
a Significant Subsidiary in an involuntary case;
(B) appoints a custodian of an Issuer or any of Targa Resources Partners
Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries of Targa Resources Partners that, taken together, would constitute a
Significant Subsidiary or for all or substantially all of the property of an Issuer
or any of Targa Resources Partners Restricted Subsidiaries that is a Significant
Subsidiary or any group of Restricted Subsidiaries of Targa Resources Partners that,
taken together, would constitute a Significant Subsidiary; or
(C) orders the liquidation of an Issuer or any of Targa Resources Partners
Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries of Targa Resources Partners that, taken together, would constitute a
Significant Subsidiary;
and the order or decree remains unstayed and in effect for 60 consecutive days; and
(10) except as permitted by this Indenture, any Note Guarantee is held in any judicial
proceeding to be unenforceable or invalid or ceases for any reason to be in full force and
effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or
disaffirms its Obligations under its Note Guarantee.
Section 6.02 Acceleration.
In the case of an Event of Default specified in clause (8) or (9) of Section 6.01 hereof, with
respect to Finance Corp., Targa Resources Partners or any Restricted Subsidiary of Targa Resources
Partners that is a Significant Subsidiary or any group of Restricted Subsidiaries of Targa
Resources Partners that, taken together, would constitute a Significant Subsidiary, all outstanding
Notes will become due and payable immediately without further action or notice. If
77
any other Event of Default occurs and is continuing, the Trustee or the Holders of at least
25% in aggregate principal amount of the then outstanding Notes may declare, by notice in writing
to the Issuers, all the Notes to be due and payable immediately.
Upon any such declaration, the Notes shall become due and payable immediately.
The Holders of a majority in aggregate principal amount of the then outstanding Notes by
notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or
waive any existing Default or Event of Default and its consequences under this Indenture except a
continuing Default or Event of Default in the payment of interest or premium or Liquidated Damages,
if any, on, or the principal of, the Notes.
Section 6.03 Other Remedies.
If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy
to collect the payment of principal, premium and Liquidated Damages, if any, and interest on the
Notes or to enforce the performance of any provision of the Notes or this Indenture.
The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note
in exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.
Section 6.04 Waiver of Past Defaults.
Holders of not less than a majority in aggregate principal amount of the then outstanding
Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing
Default or Event of Default and its consequences hereunder, except a continuing Default or Event of
Default in the payment of the principal of, premium and Liquidated Damages, if any, or interest on,
the Notes (including in connection with an offer to purchase); provided, however, that the Holders
of a majority in aggregate principal amount of the then outstanding Notes may rescind an
acceleration and its consequences, including any related payment default that resulted from such
acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.
Section 6.05 Control by Majority.
Holders of a majority in aggregate principal amount of the then outstanding Notes may direct
the time, method and place of conducting any proceeding for exercising any remedy available to the
Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to
follow any direction that conflicts with law or this Indenture that the Trustee determines may be
unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in
personal liability.
78
Section 6.06 Limitation on Suits.
A Holder may pursue a remedy with respect to this Indenture or the Notes only if:
(1) such Holder gives to the Trustee written notice that an Event of Default is
continuing;
(2) Holders of at least 25% in aggregate principal amount of the then outstanding Notes
make a written request to the Trustee to pursue the remedy;
(3) such Holder or Holders offer and, if requested, provide to the Trustee security or
indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;
(4) the Trustee does not comply with the request within 60 days after receipt of the
request and the offer of security or indemnity; and
(5) during such 60-day period, Holders of a majority in aggregate principal amount of
the then outstanding Notes do not give the Trustee a direction inconsistent with such
request.
A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a
Note or to obtain a preference or priority over another Holder of a Note.
Section 6.07 Rights of Holders of Notes to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal, premium and Liquidated Damages, if any, and interest on the Note, on
or after the respective due dates expressed in the Note (including in connection with an offer to
purchase), or to bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.
Section 6.08 Collection Suit by Trustee.
If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing,
the Trustee is authorized to recover judgment in its own name and as trustee of an express trust
against the Issuers for the whole amount of principal of, premium and Liquidated Damages, if any,
and interest remaining unpaid on, the Notes and interest on overdue principal and, to the extent
lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.
Section 6.09 Trustee May File Proofs of Claim.
The Trustee is authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders of the Notes allowed in any judicial proceedings
79
relative to the Issuers (or any other obligor upon the Notes), their creditors or their
property and shall be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the
event that the Trustee shall consent to the making of such payments directly to the Holders, to pay
to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any
reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the Holders may be entitled
to receive in such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.
Section 6.10 Priorities.
If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the
money or property in the following order:
First: to the Trustee, its agents and attorneys for amounts due under Section 7.07
hereof, including payment of all compensation, expenses and liabilities incurred, and all
advances made, by the Trustee and the costs and expenses of collection;
Second: to Holders of Notes for amounts due and unpaid on the Notes for principal,
premium and Liquidated Damages, if any, and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Notes for principal,
premium and Liquidated Damages, if any, and interest, respectively; and
Third: to the Issuers or to such party as a court of competent jurisdiction shall
direct.
The Trustee may fix a record date and payment date for any payment to Holders of Notes
pursuant to this Section 6.10.
Section 6.11 Undertaking for Costs.
In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys
fees, against any party litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the
Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more
than 10% in aggregate principal amount of the then outstanding Notes.
80
Section 6.12 Willful Action or Inaction.
In the case of any Event of Default occurring by reason of any willful action or inaction
taken or not taken by or on behalf of an Issuer with the intention of avoiding payment of the
premium that the Issuers would have had to pay if the Issuers then had elected to redeem the Notes
on or after July 1, 2012 pursuant to Section 3.07, an equivalent premium will also become and be
immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If
an Event of Default occurs prior to July 1, 2012 by reason of any willful action or inaction taken
or not taken by or on behalf of an Issuer with the intention of avoiding the prohibition on
redemption of the Notes prior to that date, then the applicable redemption price pursuant to
Section 3.07 with respect to the first year that the Notes may be redeemed at the Issuers option
(other than with the net cash proceeds of an Equity Offering or on a make-whole basis) will also
become immediately due and payable to the extent permitted by law upon the acceleration of the
Notes.
ARTICLE 7
TRUSTEE
Section 7.01 Duties of Trustee.
(a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of
the rights and powers vested in it by this Indenture, and use the same degree of care and skill in
its exercise thereof, as a prudent person would exercise or use under the circumstances in the
conduct of such persons own affairs.
(b) Except during the continuance of an Event of Default:
(1) the duties of the Trustee will be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are specifically set
forth in this Indenture and no others, and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, the Trustee will examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture.
(c) The Trustee may not be relieved from liabilities for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;
(2) the Trustee will not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts;
81
(3) the Trustee will not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof;
and
(4) The Trustee may refuse to perform any duty or exercise any right or power that
would require it to expend its own funds or risk any liability if it shall reasonably
believe that repayment of such funds or adequate indemnity against such risk is not
reasonably assured to it.
(d) Whether or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01.
(e) The Trustee will not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Issuers. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law.
Section 7.02 Rights of Trustee.
(a) The Trustee may conclusively rely upon any document believed by it to be genuine and to
have been signed or presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers Certificate
or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits
to take in good faith in reliance on such Officers Certificate or Opinion of Counsel. The Trustee
may consult with counsel and the written advice of such counsel or any Opinion of Counsel will be
full and complete authorization and protection from liability in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may act through its attorneys and agents and will not be responsible for the
misconduct or negligence of any agent appointed with due care.
(d) The Trustee will not be liable for any action it takes or omits to take in good faith that
it believes to be authorized or within the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction
or notice from the Issuers will be sufficient if signed by an Officer of each of the Issuers.
(f) The Trustee will be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Holders unless such Holders have
offered to the Trustee reasonable indemnity or security against the losses, liabilities and
expenses that might be incurred by it in compliance with such request or direction.
82
Section 7.03 Individual Rights of Trustee.
The Trustee in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Issuers or any Affiliate of the Issuers with the same rights it
would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting
interest (as defined in the TIA) after a Default has occurred and is continuing it must eliminate
such conflict within 90 days, apply to the SEC for permission to continue as trustee (if this
Indenture has been qualified under the TIA) or resign. Any Agent may do the same with like rights
and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.
Section 7.04 Trustees Disclaimer.
The Trustee will not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, it shall not be accountable for the Issuers use of the
proceeds from the Notes or any money paid to the Issuers or upon the Issuers direction under any
provision of this Indenture, it will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will not be responsible for any
statement or recital herein or any statement in the Notes or any other document in connection with
the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.
Section 7.05 Notice of Defaults.
If a Default or Event of Default occurs and is continuing and if it is known to the Trustee,
the Trustee will mail to Holders of Notes a notice of the Default or Event of Default within 90
days after it occurs. Except in the case of a Default or Event of Default in payment of principal
of, premium or Liquidated Damages, if any, or interest on, any Note, the Trustee may withhold the
notice if and so long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.
Section 7.06 Reports by Trustee to Holders of the Notes.
(a) Within 60 days after each May 15 beginning with the May 15 following the date of this
Indenture, and for so long as Notes remain outstanding, the Trustee will mail to the Holders of the
Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no
event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date,
no report need be transmitted). The Trustee also will comply with TIA § 313(b)(2). The Trustee
will also transmit by mail all reports as required by TIA § 313(c).
(b) A copy of each report at the time of its mailing to the Holders of Notes will be mailed by
the Trustee to the Issuers and filed by the Trustee with the SEC and each stock exchange on which
the Notes are listed in accordance with TIA § 313(d). The Issuers will promptly notify the Trustee
when the Notes are listed on any stock exchange.
Section 7.07 Compensation and Indemnity.
(a) The Issuers will pay to the Trustee from time to time reasonable compensation for its
acceptance of this Indenture and services hereunder. The Trustees compensation will not be
limited by any law on compensation of a trustee of an express trust.
83
The Issuers will reimburse the Trustee promptly upon request for all reasonable disbursements,
advances and expenses incurred or made by it in addition to the compensation for its services.
Such expenses will include the reasonable compensation, disbursements and expenses of the Trustees
agents and counsel.
(b) The Issuers and the Guarantors will indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the costs and expenses of enforcing
this Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending
itself against any claim (whether asserted by the Issuers, the Guarantors, any Holder or any other
Person) or liability in connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability or expense may be attributable to its
negligence or bad faith. The Trustee will notify the Issuers promptly of any claim for which it
may seek indemnity. Failure by the Trustee to so notify the Issuers will not relieve the Issuers
or any of the Guarantors of their obligations hereunder except to the extent that the Issuers are
materially prejudiced by such failure to promptly provide notice. The Issuers or such Guarantor
will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate
counsel and the Issuers will pay the reasonable fees and expenses of such counsel. Neither the
Issuers nor any Guarantor need pay for any settlement made without its consent, which consent will
not be unreasonably withheld.
(c) The obligations of the Issuers and the Guarantors under this Section 7.07 will survive the
satisfaction and discharge of this Indenture.
(d) To secure the Issuers and the Guarantors payment obligations in this Section 7.07, the
Trustee will have a Lien prior to the Notes on all money or property held or collected by the
Trustee, except that held in trust to pay principal, premium, if any, Liquidated Damages, if any,
and interest on particular Notes. Such Lien will survive the satisfaction and discharge of this
Indenture.
(e) When the Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(8) or (9) hereof occurs, the expenses and the compensation for the services
(including the fees and expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law.
(f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.
Section 7.08 Replacement of Trustee.
(a) A resignation or removal of the Trustee and appointment of a successor Trustee will become
effective only upon the successor Trustees acceptance of appointment as provided in this Section
7.08.
(b) The Trustee may resign in writing at any time and be discharged from the trust hereby
created by so notifying the Issuers; and any such notice shall set forth the effective date of the
Trustees resignation. The Holders of a majority in aggregate principal amount of the
84
then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in
writing. The Issuers may remove the Trustee if:
(1) the Trustee fails to satisfy the requirements of Section 7.10 hereof;
(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is
entered with respect to the Trustee under any Bankruptcy Law;
(3) a custodian or public officer takes charge of the Trustee or its property; or
(4) the Trustee becomes incapable of acting.
(c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for
any reason, the Issuers will promptly appoint a successor Trustee. Within one year after the
successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then
outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the
Issuers.
(d) If a successor Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Issuers, or the Holders of at least 10% in
aggregate principal amount of the then outstanding Notes may petition any court of competent
jurisdiction for the appointment of a successor Trustee.
(e) If the Trustee, after written request by any Holder who has been a Holder for at least six
months, fails to satisfy the requirements of Section 7.10 hereof, such Holder may petition any
court of competent jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.
(f) A successor Trustee will deliver a written acceptance of its appointment to the retiring
Trustee and to the Issuers. Thereupon, the resignation or removal of the retiring Trustee will
become effective, and the successor Trustee will have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee will mail a notice of its succession to
Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to the
successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to
the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 7.08, the Issuers obligations under Section 7.07 hereof will continue for the
benefit of the retiring Trustee.
Section 7.09 Successor Trustee by Merger, etc.
If the Trustee consolidates, merges or converts into, or sells or otherwise transfers all or
substantially all of its corporate trust business to, another corporation, the successor
corporation without any further act will be the successor Trustee.
85
Section 7.10 Eligibility; Disqualification.
There will at all times be a Trustee hereunder that is a corporation organized and doing
business under the laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of at least $100.0
million as set forth in its most recent published annual report of condition.
This Indenture will always have a Trustee who satisfies the requirements of TIA § 310(a)(1),
(2) and (5). The Trustee is subject to TIA § 310(b).
Section 7.11 Preferential Collection of Claims Against the Issuers.
The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA
§ 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the
extent indicated therein.
ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.
The Issuers may, at their option and at any time, elect to have either Section 8.02 or 8.03
hereof be applied to all outstanding Notes and Note Guarantees upon compliance with the conditions
set forth below in this Article 8.
Section 8.02 Legal Defeasance and Discharge.
Upon the Issuers exercise under Section 8.01 hereof of the option applicable to this
Section 8.02, the Issuers and each of the Guarantors will, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their
obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the
conditions set forth below are satisfied (hereinafter, Legal Defeasance). For this purpose,
Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Notes (including the Note
Guarantees), which will thereafter be deemed to be outstanding only for the purposes of
Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2)
below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and
this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute
proper instruments acknowledging the same), except for the following provisions which will survive
until otherwise terminated or discharged hereunder:
(1) the rights of Holders of outstanding Notes to receive payments in respect of the
principal of, or interest or premium and Liquidated Damages, if any, on, such Notes when
such payments are due from the trust referred to in Section 8.04 hereof;
(2) the Issuers obligations with respect to the Notes concerning issuing temporary
Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes
86
and the maintenance of an office or agency for payment and money for security payments
held in trust;
(3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Issuers and the Guarantors obligations in connection therewith; and
(4) this Article 8.
Subject to compliance with this Article 8, the Issuers may exercise their option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.
Section 8.03 Covenant Defeasance.
Upon the Issuers exercise under Section 8.01 hereof of the option applicable to this Section
8.03, the Issuers and each of the Guarantors will, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, be released from each of their obligations under the covenants
contained in Sections 3.09, 4.03, 4.04 (except for paragraph (a) thereof to the extent required by
the TIA), 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.15, 4.16, 4.17, 4.18 and 4.19 hereof and
clause (4) of Section 5.01 hereof with respect to the outstanding Notes, and the Guarantors will be
released from their obligations with respect to the Note Guarantees, on and after the date the
conditions set forth in Section 8.04 hereof are satisfied (hereinafter, Covenant Defeasance), and
the Notes will thereafter be deemed not outstanding for the purposes of any direction, waiver,
consent or declaration or act of Holders (and the consequences of any thereof) in connection with
such covenants, but will continue to be deemed outstanding for all other purposes hereunder (it
being understood that such Notes will not be deemed outstanding for accounting purposes to the
extent permitted by GAAP). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes and Note Guarantees, the Issuers and the Guarantors may omit to comply with and
will have no liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other provision herein or in any
other document and such omission to comply will not constitute a Default or an Event of Default
under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such
Notes and Note Guarantees will be unaffected thereby. In addition, upon the Issuers exercise
under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(7)
inclusive and Section 6.01(10) will not constitute Events of Default.
Section 8.04 Conditions to Legal or Covenant Defeasance.
In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02
or 8.03 hereof:
(1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a
combination of cash in U.S. dollars and non-callable Government Securities, in amounts as
will be sufficient, in the opinion of a nationally recognized
87
investment bank, appraisal firm or firm of independent public accountants, to pay the
principal of, or interest and premium and Liquidated Damages, if any, on the outstanding
Notes on the stated date for payment thereof or on the applicable Redemption Date, as the
case may be, and the Issuers must specify whether the Notes are being defeased to such
stated date for payment or to a particular Redemption Date;
(2) in the case of an election under Section 8.02 hereof, the Issuers must deliver to
the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:
(A) the Issuers have received from, or there has been published by, the
Internal Revenue Service a ruling; or
(B) since the date of this Indenture, there has been a change in the applicable
federal income tax law,
in either case to the effect that, and based thereon such Opinion of Counsel shall confirm
that, the Holders of the outstanding Notes will not recognize income, gain or loss for
federal income tax purposes as a result of such Legal Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times as would
have been the case if such Legal Defeasance had not occurred;
(3) in the case of an election under Section 8.03 hereof, the Issuers must deliver to
the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the
Holders of the outstanding Notes will not recognize income, gain or loss for federal income
tax purposes as a result of such Covenant Defeasance and will be subject to federal income
tax on the same amounts, in the same manner and at the same times as would have been the
case if such Covenant Defeasance had not occurred;
(4) no Default or Event of Default shall have occurred and be continuing on the date of
such deposit (other than a Default or Event of Default resulting from the borrowing of funds
to be applied to such deposit);
(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or
violation of, or constitute a default under, any material agreement or instrument (other
than this Indenture) to which Targa Resources Partners or any of its Subsidiaries is a party
or by which Targa Resources Partners or any of its Subsidiaries is bound;
(6) the Issuers must deliver to the Trustee an Officers Certificate stating that the
deposit was not made by the Issuers with the intent of preferring the Holders of Notes over
the other creditors of the Issuers with the intent of defeating, hindering, delaying or
defrauding any creditors of the Issuers or others; and
(7) the Issuers must deliver to the Trustee an Officers Certificate and an Opinion of
Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the
Covenant Defeasance have been complied with.
88
Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other
Miscellaneous Provisions.
Subject to Section 8.06 hereof, all money and non-callable Government Securities (including
the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 8.05, the Trustee) pursuant to Section 8.04 hereof in respect of the
outstanding Notes will be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including either Issuer acting as Paying Agent) as the Trustee may determine, to the Holders
of such Notes of all sums due and to become due thereon in respect of principal, premium and
Liquidated Damages, if any, and interest, but such money need not be segregated from other funds
except to the extent required by law.
The Issuers will pay and indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against the cash or non-callable Government Securities deposited pursuant to Section
8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of the outstanding Notes.
Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to
the Issuers from time to time upon the request of the Issuers any money or non-callable Government
Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally
recognized investment bank, appraisal firm or firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.
Section 8.06 Repayment to the Issuers.
Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in
trust for the payment of the principal of, premium or Liquidated Damages, if any, or interest on,
any Note and remaining unclaimed for two years after such principal, premium or Liquidated Damages,
if any, or interest has become due and payable shall be paid to the Issuers on their request or (if
then held by the Issuers) will be discharged from such trust; and the Holder of such Note will
thereafter be permitted to look only to the Issuers for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as
trustee thereof, will thereupon cease; provided, however, that, if any Notes then outstanding are
in definitive form, the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Issuers cause to be published once, in The New York Times and
The Wall Street Journal (national edition), notice that such money remains unclaimed and that,
after a date specified therein, which will not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining will be repaid to
the Issuers.
89
Section 8.07 Reinstatement.
If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government
Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any
order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Issuers and the Guarantors obligations under this
Indenture and the Notes and the Note Guarantees will be revived and reinstated as though no deposit
had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent
is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case
may be; provided, however, that, if the Issuers make any payment of principal of, premium or
Liquidated Damages, if any, or interest on, any Note following the reinstatement of its
obligations, the Issuers will be subrogated to the rights of the Holders of such Notes to receive
such payment from the money held by the Trustee or Paying Agent.
ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01 Without Consent of Holders of Notes.
Notwithstanding Section 9.02 of this Indenture, the Issuers, the Guarantors and the Trustee
may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of
any Holder of Notes:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated
Notes;
(3) to provide for the assumption of the Issuers or a Guarantors obligations to the
Holders of the Notes and Note Guarantees in the case of a merger or consolidation or sale of
all or substantially all of the Issuers or such Guarantors properties or assets, as
applicable;
(4) to make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the legal rights hereunder of any
such Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture or the Note Guarantees to any provision of
the Description of Notes section of the Issuers Offering Memorandum to the extent that
such text of this Indenture or the Note Guarantees was intended to reflect such provision of
the Description of Notes;
(7) to provide for the issuance of Additional Notes in accordance with the limitations
set forth in this Indenture as of the date hereof;
90
(8) to allow any Guarantor to execute a supplemental indenture and/or a notation of
Note Guarantee with respect to the Notes or to reflect the addition or release of a Note
Guarantee in accordance with this Indenture;
(9) to secure the Notes and/or the Note Guarantees; or
(10) to provide for the reorganization of Targa Resources Partners as any other form of
entity, in accordance with Section 5.01(b).
Upon the request of the Issuers accompanied by resolutions of their Boards of Directors
authorizing the execution of any such amended or supplemental indenture, and upon receipt by the
Trustee of the documents described in Section 9.06 hereof, the Trustee will join with the Issuers
and the Guarantors in the execution of any amended or supplemental indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee will not be obligated to enter into
such amended or supplemental indenture that affects its own rights, duties or immunities under this
Indenture or otherwise.
Section 9.02 With Consent of Holders of Notes.
Except as provided below in this Section 9.02, the Issuers, the Guarantors and the Trustee may
amend or supplement this Indenture (including Sections 3.09, 4.10 and 4.15 hereof) and the Notes
and the Note Guarantees with the consent of the Holders of a majority in aggregate principal amount
of the then outstanding Notes (including Additional Notes, if any) voting as a single class
(including, without limitation, consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing
Default or Event of Default or compliance with any provision of this Indenture or the Notes or the
Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal
amount of the then outstanding Notes (including, without limitation, Additional Notes, if any)
voting as a single class (including, without limitation, consents obtained in connection with a
tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall
determine which Notes are considered to be outstanding for purposes of this Section 9.02.
Upon the request of the Issuers accompanied by resolutions of their Boards of Directors
authorizing the execution of any such amended or supplemental indenture, and upon the filing with
the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the
Trustee will join with the Issuers and the Guarantors in the execution of such amended or
supplemental indenture unless such amended or supplemental indenture directly affects the Trustees
own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may
in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture.
It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve
the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such
consent approves the substance thereof.
91
After an amendment, supplement or waiver under this Section 9.02 becomes effective, the
Issuers will mail to the Holders of Notes affected thereby a notice briefly describing the
amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect
therein, will not, however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver.
However, without the consent of each Holder affected, an amendment, supplement or waiver under
this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of Notes whose Holders must consent to an amendment,
supplement or waiver;
(2) reduce the principal of or change the fixed maturity of any Note or alter the
provisions with respect to the redemption or repurchase of the Notes (other than provisions
relating to Sections 3.09, 4.10 or 4.15 hereof);
(3) reduce the rate of or change the time for payment of interest, including default
interest, on any Note;
(4) waive a Default or Event of Default in the payment of principal of, or interest or
premium or Liquidated Damages, if any, on the Notes (except a rescission of acceleration of
the Notes by the Holders of a majority in aggregate principal amount of the then outstanding
Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any Note payable in money other than that stated in the Notes;
(6) make any change in the provisions of this Indenture relating to waivers of past
Defaults or Events of Default or the rights of Holders of Notes to receive payments of,
principal of, or interest or premium or Liquidated Damages, if any, on, the Notes (other
than as permitted by clause (7) below);
(7) waive a redemption or repurchase payment with respect to any Note (other than a
payment required by Sections 4.10 or 4.15 hereof);
(8) release any Guarantor from any of its obligations under its Note Guarantee or this
Indenture, except in accordance with the terms of this Indenture; or
(9) make any change in the preceding amendment, supplement and waiver provisions.
Section 9.03 Compliance with Trust Indenture Act.
Every amendment or supplement to this Indenture or the Notes will be set forth in an amended
or supplemental indenture that complies with the TIA as then in effect.
92
Section 9.04 Revocation and Effect of Consents.
Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a
Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holders Note, even if notation of
the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written notice of revocation
before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or
waiver becomes effective in accordance with its terms and thereafter binds every Holder; except as
provided in the last paragraph of Section 9.02.
Section 9.05 Notation on or Exchange of Notes.
The Trustee may place an appropriate notation about an amendment, supplement or waiver on any
Note thereafter authenticated. The Issuers in exchange for all Notes may issue and the Trustee
shall, upon receipt of a Company Order, authenticate new Notes that reflect the amendment,
supplement or waiver.
Failure to make the appropriate notation or issue a new Note will not affect the validity and
effect of such amendment, supplement or waiver.
Section 9.06 Trustee to Sign Amendments, etc.
The Trustee will sign any amended or supplemental indenture authorized pursuant to this
Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities
or immunities of the Trustee. The Issuers may not sign an amended or supplemental indenture until
the Boards of Directors of each of the Issuers approves it. In executing any amended or
supplemental indenture, the Trustee will be entitled to receive and (subject to Section 7.01
hereof) will be fully protected in relying upon, in addition to the documents required by Section
12.04 hereof, an Officers Certificate and an Opinion of Counsel stating that the execution of such
amended or supplemental indenture is authorized or permitted by this Indenture. In the case of any
amendment or supplement pursuant to Section 9.01(6) hereof, such Officers Certificate shall
include a certification that the conforming change being made to this Indenture reflects the intent
of the Issuers and the Initial Purchasers.
ARTICLE 10
NOTE GUARANTEES
Section 10.01 Guarantee.
(a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally,
unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and
to the Trustee and its successors and assigns, irrespective of the validity and enforceability of
this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that:
(1) the principal of, premium and Liquidated Damages, if any, and interest on, the
Notes will be promptly paid in full when due, whether at stated maturity,
93
by acceleration, redemption or otherwise, and interest on the overdue principal of and
interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the
Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed,
all in accordance with the terms hereof and thereof; and
(2) in case of any extension of time of payment or renewal of any Notes or any of such
other obligations, that same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise.
Failing payment when due of any amount so guaranteed or any performance so guaranteed for
whatever reason, the Guarantors will be jointly and severally obligated to pay the same
immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.
(b) The Guarantors hereby agree that their obligations hereunder are unconditional,
irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with
respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any
action to enforce the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest,
notice and all demands whatsoever and covenant that this Note Guarantee will not be discharged
except by complete performance of the obligations contained in the Notes and this Indenture.
(c) If any Holder or the Trustee is required by any court or otherwise to return to the
Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in
relation to either the Issuers or the Guarantors, any amount paid by either to the Trustee or such
Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force
and effect.
(d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation
to the Holders in respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on
the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes
of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any
declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations
(whether or not due and payable) will forthwith become due and payable by the Guarantors for the
purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the rights of the
Holders under the Note Guarantee.
94
Section 10.02 Limitation on Guarantor Liability.
Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the
intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent
transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors
hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum
amount that will, after giving effect to such maximum amount and all other contingent and fixed
liabilities of such Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in
the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer
or conveyance.
Section 10.03 Execution and Delivery of Note Guarantee.
To evidence its Note Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees
that a notation of such Note Guarantee substantially in the form attached as Exhibit E hereto will
be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee
and that this Indenture will be executed on behalf of such Guarantor by one of its Officers.
Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof will
remain in full force and effect notwithstanding any failure to endorse on each Note a notation of
such Note Guarantee.
If an Officer whose signature is on this Indenture or on the notation of Note Guarantee no
longer holds that office at the time the Trustee authenticates the Note on which a notation of Note
Guarantee is endorsed, the Note Guarantee will be valid nevertheless.
The delivery of any Note by the Trustee, after the authentication thereof hereunder, will
constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the
Guarantors.
In the event that the Issuers or any of Targa Resources Partners Restricted Subsidiaries
creates or acquires any Domestic Subsidiary after the date of this Indenture, if required by
Section 4.18 hereof, the Issuers will cause such Domestic Subsidiary to comply with the provisions
of Section 4.18 hereof and this Article 10, to the extent applicable.
Section 10.04 Guarantors May Consolidate, etc., on Certain Terms.
Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise
dispose of all or substantially all of its properties or assets to, or consolidate with or merge
with or into (whether or not such Guarantor is the surviving Person) another Person, other than
Targa Resources Partners or another Guarantor, unless:
95
(1) immediately after giving effect to such transaction, no Default or Event of Default
exists; and
(2) either:
(A) subject to Section 10.05 hereof, the Person acquiring the properties or
assets in any such sale or other disposition or the Person formed by or surviving
any such consolidation or merger (other than the Guarantor) unconditionally assumes
all the obligations of that Guarantor under this Indenture, its Note Guarantee and
each Registration Rights Agreement on the terms set forth herein or therein,
pursuant to a supplemental indenture substantially in the form of Exhibit F hereto;
or
(B) the Net Proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of this Indenture, including without
limitation, Section 4.10 hereof.
In case of any such consolidation, merger, sale or conveyance and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the Trustee, of such
obligations, such successor Person will succeed to and be substituted for the Guarantor with the
same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may
cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the
Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered
to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank
and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Note Guarantees had been issued
at the date of the execution hereof.
Section 10.05 Releases.
(a) In the event of any sale or other disposition of all or substantially all of the
properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or
other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is
not (either before or after giving effect to such transactions) Targa Resources Partners or a
Restricted Subsidiary of Targa Resources Partners, then such Guarantor (in the event of a sale or
other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of
such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other
disposition of all or substantially all of the properties or assets of such Guarantor) will be
released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds
of such sale or other disposition are applied in accordance with the applicable provisions of this
Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuers to the
Trustee of an Officers Certificate and an Opinion of Counsel to the effect that such sale or other
disposition was made by the Issuers in accordance with the provisions of this Indenture, including
without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required
in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.
96
(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the
terms of this Indenture, such Guarantor will be released and relieved of any obligations under its
Note Guarantee.
(c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or
another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor
with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time
following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such
Guarantor shall be required to provide a Note Guarantee at such time.
(d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and
discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released
and relieved of any obligations under its Note Guarantee.
Any Guarantor not released from its obligations under its Note Guarantee as provided in this
Section 10.05 will remain liable for the full amount of principal of and interest and premium and
Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this
Indenture as provided in this Article 10.
ARTICLE 11
SATISFACTION AND DISCHARGE
Section 11.01 Satisfaction and Discharge.
This Indenture will be discharged and will cease to be of further effect as to all Notes
issued hereunder (except as to surviving rights of registration, transfer or exchange of the Notes
and as otherwise specified in this Indenture), when:
(1) either:
(A) all Notes that have been authenticated, except lost, stolen or destroyed
Notes that have been replaced or paid and Notes for whose payment money has
theretofore been deposited in trust and thereafter repaid to the Issuers, have been
delivered to the Trustee for cancellation; or
(B) all Notes that have not been delivered to the Trustee for cancellation have
become due and payable or will become due and payable within one year by reason of
the mailing of a notice of redemption or otherwise and the Issuers or any Guarantor
has irrevocably deposited or caused to be deposited with the Trustee as trust funds
in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable
Government Securities, or a combination of cash in U.S. dollars and non-callable
Government Securities, in amounts as will be sufficient, without consideration of
any reinvestment of interest, to pay and discharge the entire Indebtedness on the
Notes not delivered to the Trustee for cancellation for principal, premium and
Liquidated Damages, if any, and accrued interest to the date of fixed maturity or
redemption;
97
(2) no Default or Event of Default has occurred and is continuing on the date of such
deposit (other than a Default or Event of Default resulting from the borrowing of funds to
be applied to such deposit) and the deposit will not result in a breach or violation of, or
constitute a default under, any other instrument to which Targa Resources Partners or any
Guarantor is a party or by which Targa Resources Partners or any Guarantor is bound;
(3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it
under this Indenture; and
(4) the Issuers have delivered irrevocable instructions to the Trustee under this
Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or
on the Redemption Date, as the case may be.
In addition, the Issuers must deliver an Officers Certificate and an Opinion of Counsel to
the Trustee stating that all conditions precedent to satisfaction and discharge have been
satisfied.
Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited
with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of
Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be
deemed to discharge those provisions of Section 7.07 hereof that, by their terms, survive the
satisfaction and discharge of this Indenture.
Section 11.02 Application of Trust Money.
Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee
pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including either Issuer acting as Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium and Liquidated Damages, if any) and interest for
whose payment such money has been deposited with the Trustee; but such money need not be segregated
from other funds except to the extent required by law.
If the Trustee or Paying Agent is unable to apply any money or Government Securities in
accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Issuers and any Guarantors obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof,
provided that if the Issuers have made any payment of principal of, premium or Liquidated Damages,
if any, or interest on, any Notes because of the reinstatement of its obligations, the Issuers
shall be subrogated to the rights of the Holders of such Notes to receive such payment from the
money or Government Securities held by the Trustee or Paying Agent.
98
ARTICLE 12
MISCELLANEOUS
Section 12.01 Trust Indenture Act Controls.
If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by
TIA § 318(c) in relation to indentures qualified under the TIA, the imposed duties will control,
irrespective of whether or not this Indenture is qualified under the TIA.
Section 12.02 Notices.
Any notice or communication by the Issuers, any Guarantor or the Trustee to the others is duly
given if in writing in the English language and delivered in Person or by first class mail
(registered or certified, return receipt requested), facsimile transmission or overnight air
courier guaranteeing next day delivery, to the others address:
If to the Issuers and/or any Guarantor:
Targa Resources Partners LP
Targa Resources Finance Corp.
1000 Louisiana, Suite 4300
Houston, Texas 77002
Facsimile No.: (713) 584-1110
Attention: Treasurer
With a copy to each of:
Targa Resources Partners LP
Targa Resources Finance Corp.
1000 Louisiana, Suite 4300
Houston, Texas 77002
Facsimile No.: (713) 584-1110
Attention: General Counsel
and
Vinson & Elkins L.L.P.
1001 Fannin, Suite 2500
Houston, Texas 77002
Facsimile No.: (713) 615-5883
Attention: Christopher S. Collins
99
If to the Trustee:
U.S. Bank National Association
5555 San Felipe, Suite 1150
Houston, Texas 77056
Facsimile No.: (713) 235-9213
Attention: Corporate Trust Services
The Issuers, any Guarantor or the Trustee, by notice to the others, may designate additional
or different addresses for subsequent notices or communications.
All notices and communications (other than those sent to Holders) will be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by
facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.
Any notice or communication to a Holder will be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to
its address shown on the register kept by the Registrar. Any notice or communication will also be
so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to
mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with
respect to other Holders.
If a notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.
If the Issuers mail a notice or communication to Holders, they will mail a copy to the Trustee
and each Agent at the same time.
Section 12.03 Communication by Holders of Notes with Other Holders of Notes.
Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their
rights under this Indenture or the Notes. The Issuers, the Trustee, the Registrar and anyone else
shall have the protection of TIA § 312(c).
100
Section 12.04 Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Issuers to the Trustee to take any action under this
Indenture, the Issuers shall furnish to the Trustee:
(1) an Officers Certificate in form and substance reasonably satisfactory to the
Trustee (which must include the statements set forth in Section 12.05 hereof) stating that,
in the opinion of the signers, all conditions precedent and covenants, if any, provided for
in this Indenture relating to the proposed action have been satisfied; and
(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which must include the statements set forth in Section 12.05 hereof) stating that, in the
opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Section 12.05 Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) must comply
with the provisions of TIA § 314(e) and must include:
(1) a statement that the person making such certificate or opinion has read such
covenant or condition;
(2) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;
(3) a statement that, in the opinion of such person, he or she has made such
examination or investigation as is necessary to enable him or her to express an informed
opinion as to whether or not such covenant or condition has been satisfied; and
(4) a statement as to whether or not, in the opinion of such person, such condition or
covenant has been satisfied.
Section 12.06 Rules by Trustee and Agents.
The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar
or Paying Agent may make reasonable rules and set reasonable requirements for its functions.
Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders.
Neither the General Partner nor any past, present or future director, officer, partner,
member, employee, incorporator, manager or unit holder or other owner of Equity Interest of the
Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers or
the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim
101
based on, in respect of, or by reason of, such obligations or their creation. Each Holder of
Notes by accepting a Note waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Notes and the Note Guarantees.
Section 12.08 Governing Law.
THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES
AND THE NOTE GUARANTEES.
Section 12.09 No Adverse Interpretation of Other Agreements.
This Indenture may not be used to interpret any other indenture, loan or debt agreement of
Targa Resources Partners or its Subsidiaries or of any other Person. Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.
Section 12.10 Successors.
All agreements of the Issuers in this Indenture and the Notes will bind their successors. All
agreements of the Trustee in this Indenture will bind its successors. All agreements of each
Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 10.05
hereof.
Section 12.11 Severability.
In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired thereby.
Section 12.12 Counterpart Originals.
The parties may sign any number of copies of this Indenture. Each signed copy will be an
original, but all of them together represent the same agreement.
Section 12.13 Table of Contents, Headings, etc.
The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part of
this Indenture and will in no way modify or restrict any of the terms or provisions hereof.
[Signatures on following page]
102
SIGNATURES
Dated as of the date first written above.
|
|
|
|
|
|
ISSUERS:
TARGA RESOURCES PARTNERS LP
|
|
|
By: |
Targa Resources GP LLC,
|
|
|
|
Its General Partner |
|
|
|
|
|
|
|
By: |
/s/ Matthew J. Meloy
|
|
|
|
Name: |
Matthew J. Meloy |
|
|
|
Title: |
Vice President Finance and Treasurer |
|
|
|
|
|
|
|
|
TARGA RESOURCES PARTNERS
FINANCE CORPORATION
|
|
|
By: |
/s/ Matthew J. Meloy
|
|
|
|
Name: |
Matthew J. Meloy |
|
|
|
Title: |
Vice President Finance and Treasurer |
|
|
|
|
|
|
|
|
GUARANTORS:
TARGA RESOURCES OPERATING GP LLC
|
|
|
By: |
/s/ Matthew J. Meloy
|
|
|
|
Name: |
Matthew J. Meloy |
|
|
|
Title: |
Vice President Finance and Treasurer |
|
|
|
|
|
|
|
|
TARGA RESOURCES OPERATING LP
|
|
|
By: |
Targa Resources Operating GP LLC,
|
|
|
|
Its General Partner |
|
|
|
|
|
|
|
By: |
/s/ Matthew J. Meloy
|
|
|
|
Name: |
Matthew J. Meloy |
|
|
|
Title: |
Vice President Finance and Treasurer |
|
|
103
|
|
|
|
|
|
TARGA NORTH TEXAS GP LLC
|
|
|
By: |
/s/ Matthew J. Meloy
|
|
|
|
Name: |
Matthew J. Meloy |
|
|
|
Title: |
Vice President Finance and Treasurer |
|
|
|
|
TARGA NORTH TEXAS LP
|
|
|
By: |
Targa North Texas GP LLC,
|
|
|
|
Its General Partner |
|
|
|
|
|
|
|
By: |
/s/ Matthew J. Meloy
|
|
|
|
Name: |
Matthew J. Meloy |
|
|
|
Title: |
Vice President Finance and Treasurer |
|
|
|
|
|
|
|
|
TARGA INTRASTATE PIPELINE LLC
|
|
|
By: |
/s/ Matthew J. Meloy
|
|
|
|
Name: |
Matthew J. Meloy |
|
|
|
Title: |
Vice President Finance and Treasurer |
|
|
|
|
TARGA RESOURCES TEXAS GP LLC
|
|
|
By: |
/s/ Matthew J. Meloy
|
|
|
|
Name: |
Matthew J. Meloy |
|
|
|
Title: |
Vice President Finance and Treasurer |
|
|
|
TARGA TEXAS FIELD SERVICES LP
|
|
|
By: |
Targa Resources Texas GP LLC,
|
|
|
|
Its General Partner |
|
|
|
|
|
|
|
By: |
/s/ Matthew J. Meloy
|
|
|
|
Name: |
Matthew J. Meloy |
|
|
|
Title: |
Vice President Finance and Treasurer |
|
|
104
|
|
|
|
|
|
TARGA LOUISIANA FIELD SERVICES LLC
|
|
|
By: |
/s/ Matthew J. Meloy
|
|
|
|
Name: |
Matthew J. Meloy |
|
|
|
Title: |
Vice President Finance and Treasurer |
|
|
|
|
|
|
|
|
TARGA LOUISIANA INTRASTATE LLC
|
|
|
By: |
/s/ Matthew J. Meloy
|
|
|
|
Name: |
Matthew J. Meloy |
|
|
|
Title: |
Vice President Finance and Treasurer |
|
|
|
|
|
|
|
|
TRUSTEE:
U.S. BANK NATIONAL ASSOCIATION, as Trustee
|
|
|
By: |
/s/ Steven A. Finklea
|
|
|
|
Name: |
Steven A. Finklea |
|
|
|
Title: |
Vice President |
|
|
105
EXHIBIT A
[Face of Note]
CUSIP [87612B AA0]1
81/4% Senior Notes due 2016
TARGA RESOURCES PARTNERS LP
and
TARGA RESOURCES PARTNERS FINANCE CORPORATION
promise to pay to , or registered assigns, the principal sum of
DOLLARS [or such other amount as may be indicated on the attached Schedule of Exchanges of
Interests in the Global Note]2, on July 1, 2016.
Interest Payment Dates: January 1 and July 1
Record Dates: December 15 and June 15
Dated: , 20
|
|
|
|
|
|
TARGA RESOURCES PARTNERS LP |
|
|
|
|
|
|
By: |
Targa Resources GP LLC, Its General Partner |
|
|
|
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
|
|
TARGA RESOURCES PARTNERS FINANCE
CORPORATION
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
|
|
|
|
1 |
|
The CUSIP No. is U87571 AA0 for the Regulation S Notes and 87612B AB8 for the Unrestricted Notes. |
|
2 |
|
For Global Notes only. |
A-1
This is one of the Notes referred to
in the within-mentioned Indenture:
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
A-2
[Back of Note]
81/4% Senior Notes due 2016
[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]
[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]
Capitalized terms used herein have the meanings assigned to them in the Indenture referred to
below unless otherwise indicated.
(1) Interest. Targa Resources Partners LP, a Delaware limited partnership (Targa Resources
Partners"), and Targa Resources Partners Finance Corporation, a Delaware corporation (Finance
Corporation and, together with Targa Resources Partners, the Issuers"), promise to pay interest
on the principal amount of this Note at 81/4% per annum from June 18, 2008 until maturity and shall
pay the Liquidated Damages, if any, payable pursuant to Section 4 of the Registration Rights
Agreement referred to below. The Issuers will pay interest and Liquidated Damages, if any,
semi-annually in arrears on January 1 and July 1 of each year, or if any such day is not a Business
Day, on the next succeeding Business Day (each, an Interest Payment Date"). Interest on the Notes
will accrue from the most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on the face hereof
and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding
Interest Payment Date; provided further that the first Interest Payment Date shall be January 1,
2009. The Issuers will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate
then in effect to the extent lawful; they will pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated
Damages, if any (without regard to any applicable grace periods), from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.
(2) Method of Payment. The Issuers will pay interest on the Notes (except defaulted interest)
and Liquidated Damages, if any, to the Persons who are registered Holders of Notes at the close of
business on the December 15 or June 15 next preceding the Interest Payment Date, even if such Notes
are canceled after such record date and on or before such Interest Payment Date, except as provided
in Section 2.12 of the Indenture with respect to de-faulted interest. Holders of Definitive Notes
must surrender their Notes to the Paying Agent to collect payments of principal and premium, if
any, due at maturity. The Notes will be payable as to principal, premium, if any, and Liquidated
Damages, if any, and interest at the office or agency of the Issuers maintained for such purpose in
New York, New York, or, at the option of the Issuers, payment of interest and Liquidated Damages,
if any, may be made by check mailed to the Holders at their addresses set forth in the register of
Holders; provided that payment by wire transfer of immediately available funds will be required
with respect to principal of and interest, premium and Liquidated Damages, if any, on, all Global
Notes and all other Notes the Holders of which will have provided wire transfer instructions to the
Issuers or the Paying Agent.
A-3
Such payment will be in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts.
(3) Paying Agent and Registrar. Initially, U.S. Bank National Association, the Trustee under
the Indenture, will act as Paying Agent and Registrar. The Issuers may change any Paying Agent or
Registrar without notice to any Holder. Targa Resources Partners or any of its Subsidiaries may
act in any such capacity.
(4) Indenture. The Issuers issued the Notes under an Indenture dated as of June 18, 2008 (the
Indenture") among the Issuers, the Guarantors and the Trustee. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference to the TIA. The
Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be con-trolling. The
Notes are unsecured obligations of the Issuers. The Indenture does not limit the aggregate
principal amount of Notes that may be issued thereunder.
(5) Optional Redemption.
(a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5 or in Paragraph 7(a),
the Issuers will not have the option to redeem the Notes prior to July 1, 2012. On or after July
1, 2012, the Issuers may redeem all or a part of the Notes upon not less than 30 nor more than 60
days notice, at the redemption prices (expressed as percentages of principal amount) set forth
below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, to
the applicable Redemption Date, if redeemed during the twelve-month period beginning on July 1 of
each year indicated below, subject to the rights of Holders of Notes on the relevant record date to
receive interest on an Interest Payment Date that is on or prior to the Redemption Date:
|
|
|
|
|
Year |
|
Percentage |
2012 |
|
|
104.125 |
% |
2013 |
|
|
102.063 |
% |
2014 and thereafter |
|
|
100.000 |
% |
(b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior
to July 1, 2011, the Issuers may on any one or more occasions redeem up to 35% of the aggregate
principal amount of Notes (including any Additional Notes) issued under the Indenture upon not less
than 30 nor more than 60 days notice, at a redemption price of 108.25% of the principal amount,
plus accrued and unpaid interest and Liquidated Damages, if any, to the Redemption Date (subject to
the right of Holders of record on the relevant record date to receive interest due on an Interest
Payment Date that is on or prior to the Redemption Date), with the net cash proceeds of one or more
Equity Offerings by Targa Resources Partners; provided that at least 65% of the aggregate principal
amount of Notes (including any Additional Notes) issued under the Indenture (excluding Notes held
by Targa Resources Partners and its Subsidiaries) remains outstanding immediately after the
occurrence of such redemption and the redemption occurs within 90 days of the date of the closing
of such Equity Offering.
A-4
(c) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior
to July 1, 2012, the Issuers may also redeem all or a part of the Notes, upon not less than 30 nor
more than 60 days prior notice, at a redemption price equal to 100% of the principal amount of
Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated
Damages, if any, to the Redemption Date, subject to the rights of Holders on the relevant record
date to receive interest due on an Interest Payment Date that is prior to the Redemption Date.
For purposes of subparagraph (c) of this Paragraph 5, Applicable Premium means, with respect
to any Note on any Redemption Date, the greater of (1) 1.0% of the principal amount of the Note or
(2) the excess of: (a) the present value at such Redemption Date of (i) the redemption price of the
Note at July 1, 2012 (such redemption price being set forth in the table appearing in subparagraph
(a)) plus (ii) all required interest payments due on the Note through July 1, 2012 (excluding
accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the
Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of the
Note, if greater. In addition, for purposes of subparagraph (c) of this Paragraph 5, Treasury
Rate means, as of any Redemption Date, the yield to maturity as of the time of computation of
United States Treasury securities with a constant maturity (as compiled and published in the most
recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least
two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer
published, any publicly available source of similar market data)) most nearly equal to the period
from the Redemption Date to July 1, 2012; provided, however, that if such period is not equal to
the constant maturity of a United States Treasury security for which a weekly average yield is
given, Targa Resources Partners shall obtain the Treasury Rate by linear interpolation (calculated
to the nearest one twelfth of a year) from the weekly average yields of United States Treasury
securities for which such yields are given, except that if the period from the Redemption Date to
July 1, 2012, is less than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year will be used.
(d) Unless the Issuers default in the payment of the redemption price, interest and Liquidated
Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the
applicable Redemption Date.
(6) Mandatory Redemption.
Except as set forth below, the Issuers are not required to make mandatory redemption or
sinking fund payments with respect to the Notes or to repurchase the Notes at the option of the
Holders.
(7) Repurchase at the Option of Holder.
(a) If there is a Change of Control, the Issuers will be required to make an offer (a Change
of Control Offer") to each Holder to repurchase all or any part (equal to $1,000 or an integral
multiple thereof) of each Holders Notes at a purchase price in cash equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, to the
date of purchase, subject to the rights of Holders on the relevant record
A-5
date to receive interest due on the relevant Interest Payment Date (the Change of Control
Payment"). Within 30 days following any Change of Control, the Issuers will mail a notice to each
Holder setting forth the procedures governing the Change of Control Offer as required by the
Indenture. In the event that Holders of not less than 90% of the aggregate principal amount of the
outstanding Notes accept a Change of Control Offer and Targa Resources Partners purchases all of
the Notes held by such Holders, Targa Resources Partners will have the right, upon not less than 30
nor more than 60 days prior notice, given not more than 30 days following the purchase pursuant to
the Change of Control Offer described above, to redeem all of the Notes that remain outstanding
following such purchase at a redemption price equal to the Change of Control Payment plus, to the
extent not included in the Change of Control Payment, accrued and unpaid interest and Liquidated
Damages, if any, on the Notes that remain outstanding, to, but excluding, the date of redemption
(subject to the right of Holders on the relevant record date to receive interest due on an interest
payment date that is on or prior to the redemption date).
(b) If the Issuers or a Restricted Subsidiary of Targa Resources Partners consummates any
Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds
$25.0 million, Targa Resources Partners will commence an offer to all Holders of Notes and all
holders of other Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of
sales of assets (an Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the
maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out
of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount
plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, in
accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount
of Notes and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than
the Excess Proceeds, the Targa Resources Partners (or such Restricted Subsidiary) may use such
deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal
amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the
amount of Excess Proceeds, then the Notes and such other pari passu Indebtedness shall be purchased
on a pro rata basis. Holders of Definitive Notes that are the subject of an offer to purchase will
receive an Asset Sale Offer may elect to have such Notes purchased by completing the form entitled
Option of Holder to Elect Purchase attached to the Notes.
(8) Notice of Redemption. Notice of redemption will be mailed at least 30 days but not more
than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at its
registered address, except that redemption notices may be mailed more than 60 days prior to a
Redemption Date if the notice is issued in connection with a defeasance of the Notes or a
satisfaction or discharge of the Indenture. Notes in denominations larger than $1,000 may be
redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder
are to be redeemed.
(9) Denominations, Transfer, Exchange. The Notes are in registered form without coupons in
de-nominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered
and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require
a Holder, among other things, to furnish appropriate endorsements and transfer documents and the
Issuers may require a Holder to pay any taxes and
A-6
fees required by law or permitted by the Indenture. The Issuers need not exchange or register
the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed
portion of any Note being redeemed in part. Also, the Issuers need not exchange or register the
transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during
the period between a record date and the corresponding Interest Payment Date.
(10) Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for
all purposes.
(11) Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture or the
Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of a
majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if
any, voting as a single class, and any existing Default or Event of Default or compliance with any
provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of
the Holders of a majority in aggregate principal amount of the then outstanding Notes including
Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note,
the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place
of certificated Notes, to provide for the assumption of the Issuers or a Guarantors obligations
to Holders of the Notes and Note Guarantees in the case of a merger or consolidation or sale of all
or substantially all of the Issuers or such Guarantors properties or assets, as applicable, to
make any change that would provide any additional rights or benefits to the Holders of Notes or
that does not adversely affect the legal rights under the Indenture of any such Holder, to comply
with the requirements of the SEC in order to effect or maintain the qualification of the Indenture
under the TIA, to conform the text of the Indenture or the Note Guarantees to any provision of the
Description of Notes section of the Issuers Offering Memorandum to the extent that such text of
the Indenture or the Notes Guarantees was intended to reflect such provision of the Description of
Notes, to provide for the issuance of Additional Notes in accordance with the limitations set
forth in the Indenture as of the date of the Indenture, to allow any Guarantor to execute a
supplemental indenture, to secure the Notes and/or the Note Guarantees, or to provide for the
reorganization of Targa Resources Partners as any other form of entity, in accordance with Section
5.01 of the Indenture.
(12) Defaults and Remedies. Events of Default include: (i) default for 30 days in the
payment when due of interest on, or Liquidated Damages, if any, with respect to the Notes; (ii)
default in the payment when due (at stated maturity, upon redemption or otherwise) of the principal
of, or premium, if any, on the Notes; (iii) failure by Targa Resources Partners or any of its
Restricted Subsidiaries to timely consummate repurchase offers under Section 4.10 or 4.15 of the
Indenture or to comply with Section 5.01 of the Indenture; (iv) failure by Targa Resources Partners
for 90 days after notice to comply with Section 4.03 of the Indenture; (v) failure by Targa
Resources or any of its Restricted Subsidiaries for 60 days after written notice to comply with any
of the other agreements in the Indenture; (vi) default under certain other agreements relating to
Indebtedness of Targa Resources Partners or any of its Restricted Subsidiaries, which default
results in the acceleration of such Indebtedness prior to its express maturity; (vii) certain final
judgments for the payment of money that remain undischarged for a period of 60 days; (viii) certain
events of bankruptcy or insolvency with respect to the Issuers or any of Targa Resources Partners
Restricted Subsidiaries that is a Significant Subsidiary or any group of
A-7
Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and
(ix) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to
be unenforceable or invalid or ceases for any reason to be in full force and effect or any
Guarantor or any Person acting on its behalf denies or disaffirms its obligations under such
Guarantors Note Guarantee. If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all
the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an
Event of Default arising from certain events of bankruptcy or insolvency, with respect to Finance
Corporation, Targa Resources Partners or any Restricted Subsidiary of Targa Resources Partners that
is a Significant Subsidiary or any group of Restricted Subsidiaries of Targa Resources Partners
that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become
due and payable immediately without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes
notice of any continuing Default or Event of Default if it determines that withholding notice is in
their interest, except a Default or Event of Default relating to the payment of principal, interest
or premium or Liquidated Damages, if any. The Holders of a majority in aggregate principal amount
of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the
Notes, rescind an acceleration or waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of Default in the payment of
interest or premium or Liquidated Damages, if any, on, or the principal of, the Notes. The Issuers
and the Guarantors are required to deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Issuers and the Guarantors are required, upon becoming aware of any
Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event
of Default.
(13) Trustee Dealings with the Issuers. The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the Issuers or their
Affiliates, and may otherwise deal with the Issuers or their Affiliates, as if it were not the
Trustee.
(14) No Recourse Against Others. Neither the General Partner nor any director, officer,
partner, member, employee, incorporator, manager or unit holder or other owner of Equity Interest
of the Issuers or any Guarantor, as such, will have any liability for any obligations of the
Issuers or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim
based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes
by accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes and the Note Guarantees.
(15) Authentication. This Note will not be valid until authenticated by the manual signature
of the Trustee or an authenticating agent.
(16) Abbreviations. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).
A-8
(17) Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes.
In addition to the rights provided to Holders of Notes under the Indenture, if on the 366th day
after the date of the Indenture, the Notes are not Freely Tradable (as defined in the Registration
Rights Agreement (as defined below)), Holders of Restricted Global Notes and Restricted Definitive
Notes will have all the rights set forth in the Registration Rights Agreement dated as of June 18,
2008, among the Issuers, the Guarantors and the Initial Purchasers or, in the case of Additional
Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set
forth in one or more registration rights agreements, if any, among the Issuers, the Guarantors and
the other parties thereto, relating to rights given by the Issuers and the Guarantors to the
purchasers of any Additional Notes (collectively, the Registration Rights Agreement").
(18) CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the
Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders.
No representation is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption, and reliance may be placed only on the other identification
numbers placed thereon.
(19) GOVERNING LAW. THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE
INDENTURE, THIS NOTE AND THE NOTE GUARANTEES.
The Issuers will furnish to any Holder upon written request and without charge a copy of the
Indenture and/or the Registration Rights Agreement. Requests may be made to:
Targa Resources Partners LP
Targa Resources Partners Finance Corporation
1000 Louisiana, Suite 4300
Houston, Texas 77002
Facsimile No.: (713) 584-1110
Attention: Vice President-Finance
A-9
Assignment Form
To assign this Note, fill in the form below:
(I) or (we) assign and transfer this Note to: (Insert assignees legal name)
(Insert assignees soc. sec. or tax I.D. no.)
(Print or type assignees name, address and zip code)
to transfer this Note on the books of the Issuers. The agent substitute another to act for him.
|
|
|
|
|
|
|
Your Signature: |
|
|
|
|
|
|
|
|
|
(Sign exactly as your name appears on the face of
this Note) |
|
|
|
* |
|
Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee). |
A-10
Option of Holder to Elect Purchase
If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.10 or
4.15 of the Indenture, check the appropriate box below:
o Section 4.10 o Section 4.15
If you want to elect to have only part of the Note purchased by the Issuers pursuant to
Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:
$
Date:
|
|
|
|
|
|
|
Your Signature: |
|
|
|
|
|
|
|
|
|
|
|
|
(Sign exactly as your name appears on the face of
this Note) |
|
|
|
|
|
|
|
Tax Identification No.: |
|
|
|
|
|
|
|
Signature Guarantee*:
|
|
|
* |
|
Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee). |
A-11
Schedule of Exchanges of Interests in the Global Note *
The following exchanges of a part of this Global Note for an interest in another Global Note
or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an
interest in this Global Note, have been made:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Amount of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
this Global Note |
|
|
|
|
|
|
Amount of decrease |
|
|
Amount of increase |
|
|
following such |
|
|
Signature of |
|
|
|
in Principal Amount |
|
|
in Principal Amount |
|
|
decrease (or |
|
|
authorized officer of |
|
Date of Exchange |
|
of this Global Note |
|
|
of this Global Note |
|
|
increase) |
|
|
Trustee or Custodian |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
This schedule should be included only if the Note is issued in global form. |
A-12
EXHIBIT B
FORM OF CERTIFICATE OF TRANSFER
Targa Resources Partners LP
Targa Resources Partners Finance Corporation
1000 Louisiana, Suite 4300
Houston, Texas 77002
U.S. Bank National Association
5555 San Felipe, Suite 1150
Houston, Texas 77056
Re: 81/4% Senior Notes due 2016
Reference is hereby made to the Indenture, dated as of June 18, 2008 (the Indenture), among
Targa Resources Partners LP, a Delaware limited partnership (Targa Resources Partners), and Targa
Resources Partners Finance Corporation, a Delaware corporation (Finance Corporation and, together
with Targa Resource Partners, the Issuers), the Guarantors party thereto and U.S. Bank National
Association, as trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.
(the Transferor) owns and proposes to transfer the Note[s] or interest in such
Note[s] specified in Annex A hereto, in the principal amount of $___ in such Note[s] or interests
(the Transfer), to (the Transferee), as further specified in Annex A hereto. In
connection with the Transfer, the Transferor hereby certifies that:
[CHECK ALL THAT APPLY]
1. ¨ Check if Transferee will take delivery of a beneficial interest in the 144A
Global Note or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being
effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended
(the Securities Act), and, accordingly, the Transferor hereby further certifies that the
beneficial interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believes is purchasing the beneficial interest or Definitive Note for its own account,
or for one or more accounts with respect to which such Person exercises sole investment discretion,
and such Person and each such account is a qualified institutional buyer within the meaning of
Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in
compliance with any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted
Definitive Note and in the Indenture and the Securities Act.
2. ¨ Check if Transferee will take delivery of a beneficial interest in the
Regulation S Global Note or a Restricted Definitive Note pursuant to Regulation S. The
Transfer is being effected pursuant to and in accordance with Rule 904 under the Securities Act
B-1
and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being
made to a Person in the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person acting on its behalf
reasonably believed and believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows that the transaction
was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made
in contravention of the requirements of Rule 904(b) of Regulation S under the Securities Act, (iii)
if the Transfer is being made prior to the expiration of the Restricted Period, the Transfer is not
being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial
Purchaser) and (iv) the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject
to the restrictions on Transfer enumerated in the Private Placement Legend printed on the
Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the
Securities Act.
3. ¨ Check and complete if Transferee will take delivery of a beneficial interest in
a Restricted Global Note or a Restricted Definitive Note pursuant to any provision of the
Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in
compliance with the transfer restrictions applicable to beneficial interests in Restricted Global
Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):
(a) o such Transfer is being effected pursuant to and in accordance with Rule
144 under the Securities Act;
or
(b) o such Transfer is being effected to the Issuers or a subsidiary thereof;
or
(c) o such Transfer is being effected pursuant to an effective registration
statement under the Securities Act and in compliance with the prospectus delivery
requirements of the Securities Act;
or
(d) o such Transfer is being effected to an Institutional Accredited Investor
and pursuant to an exemption from the registration requirements of the Securities Act other
than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies that it
has not engaged in any general solicitation within the meaning of Regulation D under the
Securities Act and the Transfer complies with the transfer restrictions applicable to
beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the
requirements of the exemption claimed, which certification is supported by (1) a certificate
executed by the Transferee in the form of Exhibit D to the Indenture and (2) if such
Transfer is in respect of a principal amount of Notes at the time of transfer of
B-2
less than $250,000, an Opinion of Counsel provided by the Transferor or the Transferee
(a copy of which the Transferor has attached to this certification), to the effect that such
Transfer is in compliance with the Securities Act. Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on a Restricted Global Note and/or the Restricted Definitive Notes
and in the Indenture and the Securities Act.
4. o Check if Transferee will take delivery of a beneficial interest in an
Unrestricted Global Note or of an Unrestricted Definitive Note.
(a) o Check if Transfer is pursuant to Rule 144. (i) The Transfer is being
effected pursuant to and in accordance with Rule 144 under the Securities Act and in
compliance with the transfer restrictions contained in the Indenture and any applicable blue
sky securities laws of any state of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive
Notes and in the Indenture.
(b) o Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being
effected pursuant to and in accordance with Rule 904 under the Securities Act and in
compliance with the transfer restrictions contained in the Indenture and any applicable blue
sky securities laws of any state of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive
Notes and in the Indenture.
(c) o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is
being effected pursuant to and in compliance with an exemption from the registration
requirements of the Securities Act other than Rule 144 or Rule 904 and in compliance with
the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any State of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will not be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive
Notes and in the Indenture.
B-3
This certificate and the statements contained herein are made for your benefit and the
benefit of the Issuers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[Insert Name of Transferor] |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
|
|
|
|
|
Name:
|
|
|
|
|
|
|
Title: |
|
|
Dated:
B-4
ANNEX A TO CERTIFICATE OF TRANSFER
1. |
|
The Transferor owns and proposes to transfer the following: |
[CHECK ONE OF (a) OR (b)]
|
(a) |
|
¨ a beneficial interest in the: |
|
(i) |
|
¨ 144A Global Note (CUSIP 87612B AA0), or |
|
|
(ii) |
|
¨ Regulation S Global Note (CUSIP U87571 AA0), or |
|
|
(iii) |
|
¨ IAI Global Note (CUSIP ___); or |
2. |
|
After the Transfer the Transferee will hold: |
[CHECK ONE OF]
|
(a) |
|
¨ a beneficial interest in the: |
|
(i) |
|
¨ 144A Global Note (CUSIP 87612B AA0), or |
|
|
(ii) |
|
¨ Regulation S Global Note (CUSIP U87571 AA0), or |
|
|
(iii) |
|
¨ IAI Global Note (CUSIP ___); or |
|
|
(iii) |
|
¨ Unrestricted Global Note (CUSIP 87612B AB8); or |
|
(b) |
|
¨ a Restricted Definitive Note; or |
|
|
(c) |
|
¨ an Unrestricted Definitive Note, |
in accordance with the terms of the Indenture.
B-5
EXHIBIT C
FORM OF CERTIFICATE OF EXCHANGE
Targa Resources Partners LP
Targa Resources Partners Finance Corporation
1000 Louisiana, Suite 4300
Houston, Texas 77002
U.S. Bank National Association
5555 San Felipe, Suite 1150
Houston, Texas 77056
Re: 81/4% Senior Notes due 2016
(CUSIP )
Reference is hereby made to the Indenture, dated as of June 18, 2008 (the Indenture), among
Targa Resources Partners LP, a Delaware limited partnership (Targa Resources Partners), and Targa
Resources Partners Finance Corporation, a Delaware corporation (Finance Corporation and, together
with Targa Resources Partners, the Issuers), the Guarantors party thereto and U.S. Bank National
Association, as trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.
(the Owner) owns and proposes to exchange the Note[s] or interest in such
Note[s] specified herein, in the principal amount of $___ in such Note[s] or interests (the
Exchange). In connection with the Exchange, the Owner hereby certifies that:
1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global
Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note
(a) o Check if Exchange is from beneficial interest in a Restricted Global Note to
beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owners
beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global
Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owners own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in
accordance with the Securities Act of 1933, as amended (the Securities Act), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the beneficial interest
in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.
(b) o Check if Exchange is from beneficial interest in a Restricted Global Note to
Unrestricted Definitive Note. In connection with the Exchange of the Owners
C-1
beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner
hereby certifies (i) the Definitive Note is being acquired for the Owners own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend
are not required in order to maintain compliance with the Securities Act and (iv) the Definitive
Note is being acquired in compliance with any applicable blue sky securities laws of any state of
the United States.
(c) o Check if Exchange is from Restricted Definitive Note to beneficial interest in an
Unrestricted Global Note. In connection with the Owners Exchange of a Restricted Definitive Note
for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owners own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions
on transfer contained in the Indenture and the Private Placement Legend are not required in order
to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired
in compliance with any applicable blue sky securities laws of any state of the United States.
(d) o Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive
Note. In connection with the Owners Exchange of a Restricted Definitive Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired
for the Owners own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.
2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global
Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes
(a) o Check if Exchange is from beneficial interest in a Restricted Global Note to
Restricted Definitive Note. In connection with the Exchange of the Owners beneficial interest in
a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner
hereby certifies that the Restricted Definitive Note is being acquired for the Owners own account
without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the
Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and
in the Indenture and the Securities Act.
(b) o Check if Exchange is from Restricted Definitive Note to beneficial interest in a
Restricted Global Note. In connection with the Exchange of the Owners Restricted Definitive Note
for a beneficial interest in the [CHECK ONE] o 144A Global Note, o Regulation S Global
Note with an equal principal amount, the Owner hereby certifies (i) the
C-2
beneficial interest is being acquired for the Owners own account without transfer and (ii)
such Exchange has been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in
compliance with any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial
interest issued will be subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.
This certificate and the statements contained herein are made for your benefit and the benefit
of the Issuers.
|
|
|
|
|
|
|
|
|
[Insert Name of Transferor] |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
|
|
|
|
|
Name:
|
|
|
|
|
|
|
Title: |
|
|
Dated:
C-3
EXHIBIT D
FORM OF CERTIFICATE FROM
ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Targa Resources Partners LP
Targa Resources Partners Finance Corporation
1000 Louisiana, Suite 4300
Houston, Texas 77002
U.S. Bank National Association
5555 San Felipe, Suite 1150
Houston, Texas 77056
Re: 81/4% Senior Notes due 2016
Reference is hereby made to the Indenture, dated as of June 18, 2008 (the Indenture), among
Targa Resources Partners LP, a Delaware limited partnership (Targa Resources Partners), and Targa
Resources Partners Finance Corporation, a Delaware corporation (Finance Corporation and, together
with Targa Resources Partners, the Issuers), the Guarantors party thereto and U.S. Bank National
Association, as trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.
In connection with our proposed purchase of $___ aggregate principal amount of:
(a) o a beneficial interest in a Global Note, or
(b) o a Definitive Note,
we confirm that:
1. We understand that any subsequent transfer of the Notes or any interest therein is subject
to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be
bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except
in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended
(the Securities Act").
2. We understand that the offer and sale of the Notes have not been registered under the
Securities Act, and that the Notes and any interest therein may not be offered or sold except as
permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for
which we are acting as hereinafter stated, that if we should sell the Notes or any interest
therein, we will do so only (A) to Targa Resources Partners or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a qualified institutional buyer (as defined
therein), (C) to an institutional accredited investor (as defined below) that, prior to such
transfer, furnishes (or has furnished on its behalf by a U.S. broker-
D-1
dealer) to you a signed letter substantially in the form of this letter and, if such transfer
is in respect of a principal amount of Notes, at the time of transfer of less than $250,000, an
Opinion of Counsel in form reasonably acceptable to the Issuers to the effect that such transfer is
in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the
Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and
we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in
a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this
paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.
3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we
will be required to furnish to each of you such certifications, legal opinions and other
information as each of you may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect.
4. We are an institutional accredited investor (as defined in Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the Securities Act) and have such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of our investment in the
Notes, and we and any accounts for which we are acting are each able to bear the economic risk of
our or its investment.
5. We are acquiring the Notes or beneficial interest therein purchased by us for our own
account or for one or more accounts (each of which is an institutional accredited investor) as to
each of which we exercise sole investment discretion.
You are entitled to rely upon this letter and are irrevocably authorized to produce this
letter or a copy hereof to any interested party in any administrative or legal proceedings or
official inquiry with respect to the matters covered hereby.
|
|
|
|
|
|
|
|
|
[Insert Name of Accredited Investor] |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
|
|
|
|
|
Name:
|
|
|
|
|
|
|
Title: |
|
|
Dated:
D-2
EXHIBIT E
[FORM OF NOTATION OF GUARANTEE]
For value received, each Guarantor (which term includes any successor Person under the
Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the
Indenture and subject to the provisions in the Indenture, dated as of June 18, 2008 (the
Indenture"), among Targa Resources Partners LP, a Delaware limited partnership (Targa Resources
Partners"), and Targa Resources Partners Finance Corporation, a Delaware corporation (Finance
Corporation and, together with Targa Resources Partners, the Issuers"), the Guarantors party
thereto and U.S. Bank National Association, as trustee (the Trustee"), (a) the due and punctual
payment of the principal of, premium, if any, and Liquidated Damages, if any, and interest on, the
Notes, whether at stated maturity, by acceleration, redemption or otherwise, the due and punctual
payment of interest on overdue principal of, premium if any, interest and Liquidated Damages, if
any, on the Notes, if any, if lawful, and the due and punctual performance of all other obligations
of the Issuers to the Holders or the Trustee all in accordance with the terms of the Indenture and
(b) in case of any extension of time of payment or renewal of any Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.
The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Note
Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is
hereby made to the Indenture for the precise terms of the Note Guarantee. Each Holder of a Note,
by accepting the same, (a) agrees to and shall be bound by such provisions (b) authorizes and
directs the Trustee, on behalf of such Holder, to take such action as may be necessary or
appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the
Trustee attorney-in-fact of such Holder for such purpose.
Capitalized terms used but not defined herein have the meanings given to them in the
Indenture.
|
|
|
|
|
|
|
|
|
[Name of Guarantor(s)] |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
|
|
|
|
|
Name:
|
|
|
|
|
|
|
Title: |
|
|
Dated:
E-1
EXHIBIT F
[FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS]
Supplemental Indenture (this Supplemental Indenture"), dated as of ___, 200___, among ___(the
Guaranteeing Subsidiary"), Targa Resources Partners LP, a Delaware limited partnership (Targa
Resources Partners"), and Targa Resources Partners Finance Corporation (Finance Corporation and,
together with Targa Resources Partners, the Issuers"), the other Guarantors (as defined in the
Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture
referred to below (the Trustee").
WITNESSETH
WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture (the
Indenture"), dated as of June 18, 2008 providing for the issuance of 81/4% Senior Notes due 2016
(the Notes");
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers Obligations under the
Notes and the Indenture on the terms and conditions set forth herein (the Note Guarantee"); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.
2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees to provide an
unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee
and in the Indenture including but not limited to Article 10 thereof.
3. No Recourse Against Others. No past, present or future director, officer,
employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have
any liability for any obligations of the Issuers or any Guaranteeing Subsidiary under the Notes,
any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by
accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities
F-1
under the federal securities laws and it is the view of the SEC that such a waiver is against
public policy.
4. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
5. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.
6. Effect of Headings. The Section headings herein are for convenience only and shall
not affect the construction hereof.
7. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary
and the Issuers.
F-2
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.
Dated: _______________, 20___
|
|
|
|
|
|
|
|
|
[Guaranteeing Subsidiary] |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
|
|
|
|
|
Name:
|
|
|
|
|
|
|
Title: |
|
|
|
|
|
|
|
|
|
|
|
TARGA RESOURCES PARTNERS LP |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
Targa Resources GP LLC, |
|
|
|
|
|
|
Its General Partner |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
|
|
|
|
|
Name:
|
|
|
|
|
|
|
Title: |
|
|
|
|
|
|
|
|
|
|
|
TARGA RESOURCES PARTNERS FINANCE
CORPORATION |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
|
|
|
|
|
Name:
|
|
|
|
|
|
|
Title: |
|
|
|
|
|
|
|
|
|
|
|
U.S. BANK NATIONAL ASSOCIATION, |
|
|
|
|
as Trustee |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
|
|
|
|
|
Authorized Signatory
|
|
|
F-3
SCHEDULE 4.11
AFFILIATE TRANSACTIONS
1. |
|
Agreement of Limited Partnership of Targa Resources Partners LP |
|
2. |
|
First Amended and Restated Agreement of Limited Partnership of Targa Resources Partners LP |
|
3. |
|
Purchase and Sale Agreement, dated as of September 18, 2007, by and between Targa Resources
Holdings LP and Targa Resources Partners LP |
|
4. |
|
Amendment to Purchase and Sale Agreement, dated October 1, 2007, by and between Targa
Resources Holdings LP and Targa Resources Partners LP |
|
5. |
|
Contribution, Conveyance and Assumption Agreement, dated February 14, 2007, by and among
Targa Resources Partners LP, Targa Resources Operating LP, Targa Resources GP LLC, Targa
Resources Operating GP LLC, Targa GP Inc., Targa LP Inc., Targa Regulated Holdings LLC, Targa
North Texas GP LLC and Targa North Texas LP |
|
6. |
|
Contribution, Conveyance and Assumption Agreement, dated October 24, 2007, by and among Targa
Resources Partners LP, Targa Resources Holdings LP, Targa TX LLC, Targa TX PS LP, Targa LA
LLC, Targa LA PS LP and Targa North Texas GP LLC |
|
7. |
|
Amended and Restated Omnibus Agreement, dated October 24, 2007, by and among Targa Resources
Partners LP, Targa Resources, Inc., Targa Resources LLC and Targa Resources GP LLC |
|
8. |
|
Omnibus Agreement among TRI, the General Partner and Targa Resources Partners. |
|
9. |
|
Contribution Agreement dated as of December 1, 2005 among Targa Midstream Services Limited
Partnership, Targa GP Inc., Targa LP Inc., Targa Downstream GP LLC, Targa North Texas GP LLC,
Targa Straddle GP LLC, Targa Permian GP LLC, Targa Versado GP LLC, Targa Downstream LP, Targa
North Texas LP, Targa Straddle LP, Targa Permian LP and Targa Versado LP (the 2005
Contribution Agreement). |
|
10. |
|
Amendment to 2005 Contribution Agreement dated as of January 1, 2007. |
|
11. |
|
Natural Gas Purchase Agreement, effective January 1, 2007, by and between Targa Gas Marketing
LLC (Buyer) and Targa North Texas LP (Seller) |
|
12. |
|
NGL and Condensate Purchase Agreement, effective January 1, 2007, by and between Targa North
Texas LP (Seller) and Targa Liquids Marketing and Trade (Buyer) |
|
13. |
|
Product Purchase Agreement, effective January 1, 2007, by and between Targa Louisiana Field
Services LLC (Seller) and Targa Liquids Marketing and Trade (Buyer) |
|
14. |
|
Raw Product Purchase Agreement, effective January 1, 2007, by and between Targa Texas Field
Services LP (Seller) and Targa Liquids Marketing and Trade (Buyer) |
|
15. |
|
Amended and Restated Natural Gas Sales Agreement, effective December 1, 2005, by and between
Targa Louisiana Field Services LLC (Buyer) and Targa Gas Marketing LLC (Seller) |
F-4
16. |
|
Amended and Restated Natural Gas Purchase Agreement, effective December 1, 2005, by and
between Targa Gas Marketing LLC (Buyer) and Targa Louisiana Field Services LLC (Seller) |
|
17. |
|
Amended and Restated Natural Gas Purchase Agreement, effective December 1, 2005, by and
between Targa Gas Marketing LLC (Buyer) and Targa Texas Field Services LP (Seller) |
|
18. |
|
Product Purchase Agreement, effective January 1, 2007, by and between Targa Liquids Marketing
and Trade (Seller) and Targa Louisiana Field Services LLC (Buyer) |
F-5
exv4w2
Exhibit 4.2
REGISTRATION RIGHTS AGREEMENT
Dated as of June 18, 2008
By and Among
TARGA RESOURCES PARTNERS LP,
TARGA RESOURCES PARTNERS FINANCE CORPORATION
and
THE GUARANTORS NAMED HEREIN
as Issuers,
and
THE INITIAL PURCHASERS NAMED HEREIN
$250,000,000
81/4% SENIOR NOTES DUE 2016
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page |
|
|
1. |
|
|
DEFINITIONS |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
2. |
|
|
EXCHANGE OFFER |
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
3. |
|
|
SHELF REGISTRATION |
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
4. |
|
|
ADDITIONAL INTEREST |
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
5. |
|
|
REGISTRATION PROCEDURES |
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
6. |
|
|
REGISTRATION EXPENSES |
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
7. |
|
|
INDEMNIFICATION |
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|
8. |
|
|
RULE 144 AND 144A |
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
9. |
|
|
UNDERWRITTEN REGISTRATIONS |
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
10. |
|
|
MISCELLANEOUS |
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) No Inconsistent Agreements |
|
|
26 |
|
|
|
|
|
(b) Adjustments Affecting Registrable Securities |
|
|
26 |
|
|
|
|
|
(c) Amendments and Waivers |
|
|
27 |
|
|
|
|
|
(d) Notices |
|
|
27 |
|
|
|
|
|
(e) Successors and Assigns |
|
|
28 |
|
|
|
|
|
(f) Counterparts |
|
|
28 |
|
|
|
|
|
(g) Headings |
|
|
28 |
|
|
|
|
|
(h) Governing Law |
|
|
28 |
|
|
|
|
|
(i) Severability |
|
|
29 |
|
|
|
|
|
(j) Securities Held by the Issuers or their Affiliates |
|
|
29 |
|
|
|
|
|
(k) Third Party Beneficiaries |
|
|
29 |
|
|
|
|
|
(l) Entire Agreement |
|
|
29 |
|
-i-
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the Agreement) is dated as of June 18, 2008 by and among
Targa Resources Partners LP, a Delaware limited partnership (the Partnership), Targa Resources
Partners Finance Corporation, a Delaware corporation (the Finance Co. and, together with the
Partnership, the Targa Companies), the Guarantors listed on the signature pages hereto (the
Guarantors and, together with the Partnership and Finance Co., the Issuers) and the several
Initial Purchasers listed in Schedule 1 to the Purchase Agreement (defined below) (the Initial
Purchasers).
This Agreement is entered into in connection with the Purchase Agreement, dated as of June 12,
2008, by and among the Targa Companies and the Initial Purchasers (the Purchase Agreement) that
provides for the sale by the Targa Companies to the Initial Purchasers of $250,000,000 aggregate
principal amount of the Targa Companies 81/4% Senior Notes due 2016 (the Notes). The Notes will
be guaranteed (the Guarantees) on a senior basis by the Guarantors. The Notes and the Guarantees
together are herein referred to as the Securities. In order to induce the Initial Purchasers to
enter into the Purchase Agreement, the Issuers have agreed to provide the registration rights set
forth in this Agreement for the benefit of the Initial Purchasers and their direct and indirect
transferees and assigns. The execution and delivery of this Agreement is a condition to the
Initial Purchasers obligation to purchase the Securities under the Purchase Agreement.
The parties hereby agree as follows:
1. Definitions
As used in this Agreement, the following terms shall have the following meanings:
Additional Interest: See Section 4(a) hereof.
Advice: See the last paragraph of Section 5 hereof.
Agreement: See the introductory paragraphs hereto.
Applicable Period: See Section 2(b) hereof.
Business Day: Any day that is not a Saturday, Sunday or a day on which banking institutions
in New York are authorized or required by law to be closed.
Effectiveness Date: The date that is the 365th day after the delivery of a Shelf Notice as
required pursuant to Section 2(c) hereof; provided,
however, that if the Effective-
- 2 -
ness Date would otherwise fall on a day that is not a Business Day, then the Effectiveness
Date shall be the next succeeding Business Day.
Effectiveness Period: See Section 3(a) hereof.
Event Date: See Section 4(b) hereof.
Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations
of the SEC promulgated thereunder.
Exchange Notes: See Section 2(a) hereof.
Exchange Offer: See Section 2(a) hereof.
Exchange Offer Registration Statement: See Section 2(a) hereof.
Exchange Securities: See Section 2(a) hereof.
Filing Date: The 90th day after the delivery of a Shelf Notice as required pursuant to
Section 2(c) hereof; provided, however, that if the Filing Date would otherwise
fall on a day that is not a Business Day, then the Filing Date shall be the next succeeding
Business Day.
Finance Co.: See the introductory paragraphs hereto.
FINRA: See Section 5(s) hereof.
Freely Tradable: With respect to a Security, a Security that at any time of determination (i)
is freely transferable without volume restrictions by holders that are not affiliates of the Targa
Companies in accordance with Rule 144 (or any similar provision then in force) under the Securities
Act or otherwise, (ii) does not bear a restrictive legend, or (iii) does not bear a restricted
CUSIP number.
Guarantees: See the introductory paragraphs hereto.
Guarantors: See the introductory paragraphs hereto.
Holder: Any holder of a Registrable Security or Registrable Securities.
Indemnified Person: See Section 7(c) hereof.
Indemnifying Person: See Section 7(c) hereof.
- 3 -
Indenture: The Indenture, dated as of June 18, 2008, by and among the Issuers and U.S. Bank
National Association, as Trustee, pursuant to which the Securities are being issued, as amended or
supplemented from time to time in accordance with the terms thereof.
Initial Purchasers: See the introductory paragraphs hereto.
Inspectors: See Section 5(o) hereof.
Issue Date: The date on which the Securities were sold to the Initial Purchasers pursuant to
the Purchase Agreement.
Issuers: See the introductory paragraphs hereto.
Notes: See the introductory paragraphs hereto.
Offering Memorandum: The final offering memorandum of the Issuers dated June 12, 2008, in
respect of the offering of the Securities.
Participant: See Section 7(a) hereof.
Participating Broker-Dealer: See Section 2(a) hereof.
Partnership: See the introductory paragraphs hereto.
Person: An individual, trustee, corporation, partnership, limited liability company, joint
stock company, trust, unincorporated association, union, business association, firm or other legal
entity.
Private Exchange: See Section 2(b) hereof.
Private Exchange Notes: See Section 2(b) hereof.
Private Exchange Securities: See Section 2(b) hereof.
Prospectus: The prospectus included in any Registration Statement (including, without
limitation, any prospectus subject to completion and a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in
reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any
prospectus supplement, and all other amendments and supplements to the Prospectus, with respect to
the terms of the offering of any portion of the Registrable Securities covered by such Registration
Statement including post-effective amendments, and all material incorporated by reference or deemed
to be incorporated by reference in such Prospectus.
- 4 -
Purchase Agreement: See the introductory paragraphs hereto.
Records: See Section 5(o) hereof.
Registrable Securities: Each Security upon original issuance of the Securities and at all
times subsequent thereto, each Exchange Security as to which Section 2(c)(v) hereof is applicable
upon original issuance and at all times subsequent thereto and each Private Exchange Security upon
original issuance thereof and at all times subsequent thereto, until in the case of any such
Security, Exchange Security or Private Exchange Security, as the case may be, the earliest to occur
of (i) a Registration Statement (other than, with respect to any Exchange Security as to which
Section 2(c)(v) hereof is applicable, the Exchange Offer Registration Statement) covering such
Security, Exchange Security or Private Exchange Security, as the case may be, has been declared
effective by the SEC and such Security, Exchange Security or Private Exchange Security, as the case
may be, has been disposed of in accordance with such effective Registration Statement, (ii) such
Security, Exchange Security or Private Exchange Security, as the case may be, is Freely Tradable
and (iii) such Security, Exchange Security or Private Exchange Security, as the case may be, ceases
to be outstanding for purposes of the Indenture.
Registration Statement: Any registration statement of the Targa Companies, including, but not
limited to, the Exchange Offer Registration Statement and any registration statement filed in
connection with a Shelf Registration Statement, filed with the SEC pursuant to the provisions of
this Agreement, including the Prospectus, amendments and supplements to such registration
statement, including post-effective amendments, all exhibits and all material incorporated by
reference or deemed to be incorporated by reference in such registration statement.
Registration Trigger Date: the 366th day from the date hereof.
Rule 144: Rule 144 promulgated under the Securities Act, as such Rule may be amended from
time to time, or any similar rule (other than Rule 144A) or regulation hereafter adopted by the SEC
providing for offers and sales of securities made in compliance therewith resulting in offers and
sales by subsequent holders that are not affiliates of an issuer of such securities being free of
the registration and prospectus delivery requirements of the Securities Act.
Rule 144A: Rule 144A promulgated under the Securities Act, as such Rule may be amended from
time to time, or any similar rule (other than Rule 144) or regulation hereafter adopted by the SEC.
Rule 415: Rule 415 promulgated under the Securities Act, as such Rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the SEC.
- 5 -
SEC: The Securities and Exchange Commission.
Securities: See the introductory paragraphs hereto.
Securities Act: The Securities Act of 1933, as amended, and the rules and regulations of the
SEC promulgated thereunder.
Shelf Notice: See Section 2(c) hereof.
Shelf Registration Statement: See Section 3(a) hereof.
Targa Companies: See the introductory paragraphs hereto.
TIA: The Trust Indenture Act of 1939, as amended.
Trustee: The trustee under the Indenture and the trustee (if any) under any indenture
governing the Exchange Securities and Private Exchange Securities.
Underwritten registration or underwritten offering: A registration in which securities of the
Targa Companies are sold to an underwriter for reoffering to the public.
Except as otherwise specifically provided, all references in this Agreement to acts, laws,
statutes, rules, regulations, releases, forms, no-action letters and other regulatory requirements
(collectively, Regulatory Requirements) shall be deemed to refer also to any amendments thereto
and all subsequent Regulatory Requirements adopted as a replacement thereto having substantially
the same effect therewith; provided that Rule 144 shall not be deemed to amend or replace Rule
144A.
2. Exchange Offer
(a) With respect to any Securities that on the Registration Trigger Date are Registrable
Securities, no later than the Registration Trigger Date, the Issuers shall file with the SEC, to
the extent not prohibited by any applicable law or applicable interpretation of the staff of the
SEC, a Registration Statement on an appropriate registration form (the Exchange Offer Registration
Statement) with respect to a registered offer (the Exchange Offer) to exchange any and all of
the Registrable Securities (other than the Private Exchange Securities, if any) for a like
aggregate principal amount of debt securities of the Targa Companies that are identical in all
material respects to the Securities ( the Exchange Notes and, together with the guarantees
thereon, the Exchange Securities) (and that are entitled to the benefits of the Indenture or a
trust indenture that is identical in all material respects to the Indenture (other than such
changes to the Indenture or any such identical trust indenture as are necessary to comply with any
requirements of the SEC to effect or maintain the qualification thereof under the TIA) and that, in
either case, has been qualified under the TIA), except that the Ex-
- 6 -
change Securities (other than Private Exchange Securities, if any) shall have been registered
pursuant to an effective Registration Statement under the Securities Act and shall contain no
restrictive legend thereon. The Exchange Offer shall comply with all applicable tender offer rules
and regulations under the Exchange Act. The Issuers agree to use their commercially reasonable
efforts to (x) cause the Exchange Offer Registration Statement to be declared (or to become
automatically) effective under the Securities Act on or before the Registration Trigger Date; (y)
keep the Exchange Offer open for not less than 30 days (or longer if required by applicable law)
after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the
Exchange Offer on or prior to the 30th day following the effectiveness of the Exchange Offer
Registration Statement; provided, however, that if such 30th day would otherwise fall on a day that
is not a Business Day, then such Exchange Offer must be consummated not later than the next
succeeding Business Day. If after such Exchange Offer Registration Statement is declared effective
by the SEC, the Exchange Offer or the issuance of the Exchange Securities thereunder is interfered
with by any stop order, injunction or other order or requirement of the SEC or any other
governmental agency or court, such Exchange Offer Registration Statement shall be deemed not to
have become effective for purposes of this Agreement during the period of such interference until
the Exchange Offer may legally resume.
Each Holder (including, without limitation, each Participating Broker-Dealer) who participates
in the Exchange Offer will be required to represent to the Targa Companies in writing (i) that any
Exchange Securities received by it will be acquired in the ordinary course of its business,
(ii) that at the time of the commencement of the Exchange Offer such Holder has no arrangement or
understanding with any Person to participate in the distribution (within the meaning of the
Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act,
(iii) that such Holder is not an affiliate (as defined in Rule 405 promulgated under the
Securities Act) of the Targa Companies or the Guarantors within the meaning of the Securities Act
and is not acting on behalf of any Persons who could not truthfully make the foregoing
representations, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does
not intend to engage in, the distribution of Exchange Securities, and (v) if such Holder is a
broker-dealer (a Participating Broker-Dealer), that it will receive Exchange Securities for its
own account in exchange for Securities that were acquired as a result of market-making or other
trading activities and that it will deliver a prospectus in connection with any resale of such
Exchange Securities.
Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of
this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable
Securities that are Private Exchange Securities and Exchange Securities held by Participating
Broker-Dealers, and the Issuers shall have no further obligation to register Registrable Securities
(other than Private Exchange Securities and other than in respect of any Exchange Securities as to
which clause 2(c)(v) hereof applies) pursuant to Section 3 he-
- 7 -
reof. No securities other than the Exchange Securities shall be included in the Exchange
Offer Registration Statement.
(b) The Issuers shall include within the Prospectus contained in the Exchange Offer
Registration Statement a section entitled Plan of Distribution, reasonably acceptable to the
Initial Purchasers, that shall contain a summary statement of the positions taken or policies made
by the staff of the SEC with respect to the potential underwriter status of any Participating
Broker-Dealer that is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of
Exchange Securities received by such Participating Broker-Dealer in the Exchange Offer, whether
such positions or policies have been publicly disseminated by the staff of the SEC or such
positions or policies, in the judgment of the Initial Purchasers, represent the prevailing views of
the staff of the SEC. Such Plan of Distribution section shall also expressly permit, to the
extent permitted by applicable policies and regulations of the SEC, the use of the Prospectus by
all Persons subject to the prospectus delivery requirements of the Securities Act, including to the
extent permitted by applicable policies and regulations of the SEC, all Participating
Broker-Dealers, and include a statement describing the means by which Participating Broker-Dealers
may resell the Exchange Securities in compliance with the Securities Act.
The Issuers shall use their respective commercially reasonable efforts to keep the Exchange
Offer Registration Statement effective and to amend and supplement the Prospectus contained therein
in order to permit such Prospectus to be lawfully delivered by all Persons subject to the
prospectus delivery requirements of the Securities Act for such period of time as is necessary to
comply with applicable law in connection with any resale of the Exchange Securities covered
thereby; provided, however, that such period shall not be required to exceed 90 days or such longer
period if extended pursuant to the last paragraph of Section 5 hereof (the Applicable Period).
If, prior to consummation of the Exchange Offer, any Initial Purchaser holds any Securities
acquired by it and having, or that are reasonably likely to be determined to have, the status of an
unsold allotment in the initial distribution, the Issuers, upon the request of such Initial
Purchaser simultaneously with the delivery of the Exchange Securities in the Exchange Offer, shall
issue and deliver to such Initial Purchaser in exchange (the Private Exchange) for such
Securities held by such Initial Purchaser a like principal amount of debt securities of the Issuers
that are identical in all material respects to the Exchange Securities (the Private Exchange
Notes and, together with the guarantees thereon, the Private Exchange Securities), except for
the placement of a restrictive legend on such Private Exchange Securities. The Private Exchange
Securities shall be issued pursuant to the same indenture as the Exchange Securities and bear the
same CUSIP number as the Exchange Securities if permitted by the CUSIP Service Bureau.
- 8 -
Interest on each Exchange Note will accrue (A) from the later of (i) the last interest payment
date on which interest was paid on the Note surrendered in exchange therefor, or (ii) if the Note
is surrendered for exchange on a date in a period that includes the record date for an interest
payment date to occur on or after the date of such exchange and as to which interest will be paid,
the date of such interest payment date or (B) if no interest has been paid on such Note, from the
Issue Date.
In connection with the Exchange Offer, the Issuers shall:
(1) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer
Registration Statement, together with an appropriate letter of transmittal and related
documents;
(2) use their respective commercially reasonable efforts to keep the Exchange Offer
open for not less than 30 days after the date that notice of the Exchange Offer is mailed to
Holders (or longer if required by applicable law);
(3) permit Holders to withdraw tendered Securities at any time prior to the close of
business, New York time, on the last Business Day on which the Exchange Offer shall remain
open; and
(4) otherwise comply in all material respects with all applicable laws, rules and
regulations.
As soon as practicable after the close of the Exchange Offer or the Private Exchange, as the
case may be, the Issuers shall:
(1) accept for exchange all Registrable Securities properly tendered and not validly
withdrawn pursuant to the Exchange Offer or the Private Exchange;
(2) deliver to the Trustee for cancellation all Registrable Securities so accepted for
exchange; and
(3) cause the Trustee to authenticate and deliver promptly to each Holder of
Securities, Exchange Securities or Private Exchange Securities, as the case may be, equal in
principal amount to the Securities of such Holder so accepted for exchange; provided that,
in the case of any Notes held in global form by a depositary, authentication and delivery to
such depositary of one or more replacement Notes in global form in an equivalent principal
amount thereto for the account of such Holders in accordance with the Indenture shall
satisfy such authentication and delivery requirement.
The Exchange Securities and the Private Exchange Securities may be issued under (i) the
Indenture or (ii) an indenture identical in all material respects to the Indenture,
- 9 -
which in either event has been qualified under the TIA or is exempt from such qualification
and shall provide that (1) the Exchange Securities shall not be subject to the transfer
restrictions set forth in the Indenture and (2) the Private Exchange Securities shall be subject to
the transfer restrictions set forth in the Indenture. The Indenture or such indenture described in
(ii) above shall provide that the Exchange Securities, the Private Exchange Securities and the
Securities shall vote and consent together on all matters as one class and that none of the
Exchange Securities, the Private Exchange Securities or the Securities will have the right to vote
or consent as a separate class on any matter.
(c) If, (i) the Issuers would otherwise be required to consummate an Exchange Offer pursuant
to Section 2(a) hereof but because of any change in law or in currently prevailing interpretations
of the staff of the SEC, the Issuers are not permitted to effect an Exchange Offer, (ii) the
Exchange Offer is not consummated within 365 days of the Issue Date; provided, however, that if
such 365th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer
must be consummated not later than the next succeeding Business Day (provided that if the Exchange
Offer shall be consummated after such 365-day period, then the Issuers obligation under this
clause (ii) arising from the failure of the Exchange Offer to be consummated within such 365-day
period shall terminate), (iii) the holder of Private Exchange Securities so requests at any time
within 90 days after the consummation of the Private Exchange, (iv) because of any changes in law
or in currently prevailing interpretations of the staff of the SEC, a Holder (other than an Initial
Purchaser holding Securities acquired directly from the Issuers) is not permitted to participate in
the Exchange Offer or (v) in the case of any Holder that participates in the Exchange Offer, such
Holder does not receive Exchange Securities on the date of the exchange that are Freely Tradable,
then the Issuers shall promptly deliver written notice thereof (the Shelf Notice) to the Trustee
and in the case of clauses (i), (ii) and (iv), all Holders, in the case of clause (iii), the
Holders of the Private Exchange Securities and in the case of clause (v), the affected Holder,
shall file a Shelf Registration Statement pursuant to Section 3 hereof.
3. Shelf Registration
If a Shelf Notice is delivered as contemplated by Section 2(c) hereof, then:
(a) Shelf Registration. The Issuers shall file with the SEC a Registration Statement for
an offering to be made on a continuous basis pursuant to Rule 415 covering all of the
Registrable Securities not exchanged in the Exchange Offer, Private Exchange Notes and
Exchange Notes as to which Section 2(c)(iv) is applicable (the Shelf Registration
Statement). The Issuers shall use their respective commercially reasonable efforts to file
with the SEC the Shelf Registration Statement on or prior to the Filing Date. The Shelf
Registration Statement shall be on Form S-1 or another appropriate form permitting
registration of such Registrable Securities for resale by Holders in the manner or
manners designated by them (including, without limitation,
- 10 -
one or more underwritten
offerings). The Issuers shall not permit any securities other than the Registrable
Securities to be included in the Shelf Registration Statement.
In the event that the Issuers are required to file a Shelf Registration Statement, the
Issuers shall use their respective commercially reasonable efforts to cause the Shelf
Registration Statement to be declared effective under the Securities Act on or prior to the
Effectiveness Date and to keep the Shelf Registration Statement continuously effective under
the Securities Act until no Securities covered by such Shelf Registration Statement
constitute Registrable Securities (the Effectiveness Period); provided, however, that the
Effectiveness Period in respect of the Shelf Registration Statement shall be extended to the
extent required to permit dealers to comply with the applicable prospectus delivery
requirements of Rule 174 under the Securities Act and as otherwise provided herein.
In the event that a Shelf Registration Statement is filed, the Targa Companies shall
provide to each Holder of Registrable Securities covered thereby copies of the prospectus
that is part of the Shelf Registration Statement, notify each such Holder when the Shelf
Registration Statement for the Registrable Securities covered by the Shelf Registration
Statement has become effective and take certain other actions as are required to permit
unrestricted resales of the Registrable Securities covered by the Shelf Registration
Statement. A Holder that sells Registrable Securities covered by the Shelf Registration
Statement pursuant to the Shelf Registration Statement will be (x) required to be named as a
selling security holder in the related prospectus and to deliver a prospectus to purchasers,
(y) subject to certain of the civil liability provisions under the Securities Act in
connection with such sales and (z) bound by the provisions of this Agreement that are
applicable to such a Holder (including Section 7 hereof).
(b) Withdrawal of Stop Orders. If the Shelf Registration Statement ceases to be effective
for any reason at any time during the Effectiveness Period (other than because of the sale
of all of the securities registered thereunder), the Issuers shall use their commercially
reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness
thereof.
(c) Supplements and Amendments. The Issuers shall promptly supplement and amend the Shelf
Registration Statement if required by the rules, regulations or instructions applicable to
the registration form used for such Shelf Registration Statement, if required by the
Securities Act, or if reasonably requested by the Holders of a majority in aggregate
principal amount of the Registrable Securities covered by such Registration Statement or by
any underwriter of such Registrable Securities.
- 11 -
4. Additional Interest
(a) The Issuers and the Initial Purchasers agree that the Holders of Registrable Securities
will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or
Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with
precision. Accordingly, the Issuers agree to pay, as liquidated damages, additional interest on
the Registrable Securities (Additional Interest) under the circumstances and to the extent set
forth below (without duplication):
(i) if an Exchange Offer Registration Statement is required pursuant to Section 2(a)
hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and
such Exchange Offer Registration Statement or Shelf Registration Statement does not become
effective on or prior to the Registration Trigger Date, then, commencing on the day after
the Registration Trigger Date, Additional Interest shall accrue on the principal amount of
the Notes over and above the stated interest at a rate of 0.25% per annum for the first 90
days immediately following the Registration Trigger Date, such Additional Interest rate
increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day
period;
(ii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a)
hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and
(A) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement
is declared effective by the SEC (or becomes automatically effective) on or prior to the
Registration Trigger Date or (B) notwithstanding that the Issuers have consummated or will
consummate the Exchange Offer, the Issuers are required to file a Shelf Registration
Statement and such Shelf Registration Statement is not declared effective by the SEC (or
fails to become automatically effective) on or prior to the 90th day following the date such
Shelf Registration Statement was filed, then, commencing on the day after such required
effective date, Additional Interest shall accrue on the principal amount of the Notes at a
rate of 0.25% per annum for the first 90 days immediately following each such filing date,
such Additional Interest rate increasing by an additional 0.25% per annum at the beginning
of each subsequent 90-day period; and
(iii) if an Exchange Offer Registration Statement is required pursuant to Section 2(a)
hereof or a Shelf Registration Statement is required pursuant to Section 3(a) hereof and if
either (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in
accordance with the terms of the Exchange Offer on or prior to the 30th day after the date
on which the Exchange Offer Registration Statement was declared (or became automatically)
effective; provided, however, that if such 30th day would otherwise fall on a day that is
not a Business Day, then such Exchange Offer must be consummated not later than the next
succeeding Business Day or (B) if appli-
- 12 -
cable, a Shelf Registration Statement has been declared effective and such Shelf
Registration Statement ceases to be effective at any time during the Effectiveness Period
(other than after such time as all Notes have been disposed of thereunder), then Additional
Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for
the first 90 days commencing on (x) the 31st day after such effective date, in the case of
(A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the
case of (B) above, such Additional Interest rate increasing by an additional 0.25% per annum
at the beginning of each such subsequent 90-day period;
provided, however, that the Additional Interest rate on the Registrable Securities may not accrue
under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same
time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one
time in the aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of
the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause
(i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement
or the Shelf Registration Statement (in the case of clause (ii) of this Section 4(a)), or (3) upon
the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of
this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement that
had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest
on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as
the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one Business Day after each and every date on
which an event occurs in respect of which Additional Interest is required to be paid (an Event
Date). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this
Section 4 will be payable in cash semi-annually on the same original interest dates as the Notes,
commencing with the first such date occurring after any such Additional Interest commences to
accrue. The amount of Additional Interest will be determined by multiplying the applicable
Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a
fraction, the numerator of which is the number of days such Additional Interest rate was applicable
during such period (determined on the basis of a 360-day year consisting of twelve 30-day months
and, in the case of a partial month, the actual number of days elapsed) and the denominator of
which is 360.
5. Registration Procedures
In connection with the filing of any Registration Statement pursuant to Sections 2 or 3
hereof, if a Registration Statement is required to be filed pursuant to such sections, the Issuers
shall effect such registrations to permit the sale of the securities covered thereby in accordance
with the intended method or methods of disposition thereof, and pursuant thereto and in connection
with any Registration Statement filed by the Issuers hereunder, the Issuers shall:
- 13 -
(a) Prepare and file with the SEC on or before the date required herein, a Registration
Statement or Registration Statements as prescribed by Sections 2 or 3 hereof, and use its
commercially reasonable efforts to cause each such Registration Statement to become
effective and remain effective as provided herein; provided, however, that, if (1) such
filing is pursuant to Section 3 hereof or (2) a Prospectus contained in an Exchange Offer
Registration Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities
during the Applicable Period, before filing any Registration Statement or Prospectus or any
amendments or supplements thereto, the Issuers shall furnish to and afford the Holders of
the Registrable Securities covered by such Registration Statement or each such Participating
Broker-Dealer, as the case may be, their counsel and the managing underwriters, if any, a
reasonable opportunity to review copies of all such documents (including copies of any
documents to be incorporated by reference therein and all exhibits thereto) proposed to be
filed (in each case at least three Business Days prior to such filing). The Issuers shall
not file any Registration Statement or Prospectus or any amendments or supplements thereto
if the Holders of a majority in aggregate principal amount of the Registrable Securities
covered by such Registration Statement, or any such Participating Broker-Dealer, as the case
may be, or their counsel, or the managing underwriters, if any, shall reasonably object on a
timely basis.
(b) Prepare and file with the SEC such amendments and post-effective amendments to each
Shelf Registration Statement or Exchange Offer Registration Statement, as the case may be,
as may be necessary to keep such Registration Statement continuously effective for the
Effectiveness Period or the Applicable Period, as the case may be; cause the related
Prospectus to be supplemented by any prospectus supplement required by applicable law, and
as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in
force) promulgated under the Securities Act; and comply in all material respects with the
provisions of the Securities Act and the Exchange Act applicable to the Issuers with respect
to the disposition of all securities covered by such Registration Statement as so amended or
in such Prospectus as so supplemented and with respect to the subsequent resale of any
securities being sold by a Participating Broker-Dealer covered by any such Prospectus; the
Issuers shall be deemed not to have used their respective commercially reasonable efforts to
keep a Registration Statement effective during the Applicable Period if any of the Issuers
voluntarily takes any action that would result in selling Holders of the Registrable
Securities covered thereby or Participating Broker-Dealers seeking to sell Exchange
Securities not being able to sell such Registrable Securities or such Exchange Securities
during that period, unless such action is required by applicable law or unless the Issuers
comply in all material respects with this Agreement, including without limitation, the
provisions of paragraph 5(k) hereof and the last paragraph of this Section 5.
- 14 -
(c) If (1) a Shelf Registration Statement is filed pursuant to Section 3 hereof or (2)
a Prospectus contained in an Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, the Targa
Companies shall notify the selling Holders of Registrable Securities, or each such
Participating Broker-Dealer, as the case may be, their counsel and the managing
underwriters, if any, promptly (but in any event within two Business Days) and confirm such
notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective
amendment has been filed, and, with respect to a Registration Statement or any
post-effective amendment, when the same has become effective under the Securities Act
(including in such notice a written statement that any Holder may, upon request, obtain, at
the sole expense of the Issuers, one conformed copy of such Registration Statement or
post-effective amendment including financial statements and schedules, documents
incorporated or deemed to be incorporated by reference and exhibits), (ii) of the issuance
by the SEC of any stop order suspending the effectiveness of a Registration Statement or of
any order preventing or suspending the use of any preliminary prospectus or the initiation
of any proceedings for that purpose, (iii) if at any time when a prospectus is required by
the Securities Act to be delivered in connection with sales of the Registrable Securities or
resales of Exchange Securities by Participating Broker-Dealers the representations and
warranties of the Issuers contained in any agreement (including any underwriting agreement),
contemplated by Section 5(n) hereof cease to be true and correct, (iv) of the receipt by the
Issuers of any notification with respect to the suspension of the qualification or exemption
from qualification of a Registration Statement or any of the Registrable Securities or the
Exchange Securities to be sold by any Participating Broker-Dealer for offer or sale in any
jurisdiction, or the initiation or written threat of any proceeding for such purpose, (v) of
the happening of any event, the existence of any condition or any information becoming known
that makes any statement made in such Registration Statement or related Prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue in any
material respects or that requires the making of any material changes in or amendments or
supplements to such Registration Statement, Prospectus or documents so that, in the case of
the Registration Statement, it will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to make the
statements therein not misleading, and that in the case of the Prospectus, it will not
contain any untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under which they were
made, not misleading and (vi) of the Issuers determination that a post-effective amendment
to a Registration Statement would be appropriate.
(d) Use their respective commercially reasonable efforts to prevent the issuance of any
order suspending the effectiveness of a Registration Statement or of any
- 15 -
order preventing or suspending the use of a Prospectus or suspending the qualification
(or exemption from qualification) of any of the Registrable Securities or the Exchange
Securities for sale in any jurisdiction and, if any such order is issued, to use their
commercially reasonable efforts to obtain the withdrawal of any such order at the earliest
possible moment.
(e) If a Shelf Registration Statement is filed pursuant to Section 3 and if requested
by the managing underwriter or underwriters, if any, or the Holders of a majority in
aggregate principal amount of the Registrable Securities being sold in connection with an
underwritten offering, (i) promptly incorporate in a prospectus supplement or post-effective
amendment such information as the managing underwriter or underwriters, if any, such Holders
or counsel for any of them determine is reasonably necessary to be included therein,
(ii) make all required filings of such prospectus supplement or such post-effective
amendment as soon as practicable after the Issuers have received notification of the matters
to be incorporated in such prospectus supplement or post-effective amendment and
(iii) supplement or make amendments to such Registration Statement; provided, however, that
the Issuers shall not be required to take any action pursuant to this Section 5(e) that
would, in the opinion of counsel for the Issuers, violate applicable law.
(f) If (1) a Shelf Registration Statement is filed pursuant to Section 3 hereof or (2)
a Prospectus contained in an Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, furnish to
each selling Holder of Registrable Securities and to each such Participating Broker-Dealer
who so requests and to their respective counsel and each managing underwriter, if any, at
the sole expense of the Issuers, one conformed copy of the Registration Statement or
Registration Statements and each post-effective amendment thereto, including financial
statements and schedules and, if requested, all documents incorporated or deemed to be
incorporated therein by reference and all exhibits.
(g) If (1) a Shelf Registration Statement is filed pursuant to Section 3 hereof or (2)
a Prospectus contained in an Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, deliver to
each selling Holder of Registrable Securities, or each such Participating Broker-Dealer, as
the case may be, their respective counsel and the underwriters, if any, at the sole expense
of the Issuers, as many copies of the Prospectus or Prospectuses (including each form of
preliminary prospectus) and each amendment or supplement thereto and any documents
incorporated by reference therein as such Persons may reasonably request; and, subject to
the last paragraph of this Section 5, the
- 16 -
Issuers hereby consent to the use of such Prospectus and each amendment or supplement
thereto by each of the selling Holders of Registrable Securities or each such Participating
Broker-Dealer, as the case may be, and the underwriters or agents, if any, and dealers, if
any, in connection with the offering and sale of the Registrable Securities covered by, or
the sale by Participating Broker-Dealers of the Exchange Securities pursuant to, such
Prospectus and any amendment or supplement thereto.
(h) Prior to any public offering of Registrable Securities or Exchange Securities or
any delivery of a Prospectus contained in the Exchange Offer Registration Statement by any
Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable
Period, to use their commercially reasonable efforts to register or qualify and to cooperate
with the selling Holders of Registrable Securities or each such Participating Broker-Dealer,
as the case may be, the managing underwriter or underwriters, if any, and their respective
counsel in connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as any selling
Holder, Participating Broker-Dealer or the managing underwriter or underwriters reasonably
request in writing; provided, however, that where Exchange Securities held by Participating
Broker-Dealers or Registrable Securities are offered other than through an underwritten
offering, the Issuers agree to cause their counsel to perform Blue Sky investigations and
file registrations and qualifications required to be filed pursuant to this Section 5(h);
use their commercially reasonable efforts to keep each such registration or qualification
(or exemption therefrom) effective during the period such Registration Statement is required
to be kept effective and do any and all other acts or things reasonably necessary or
advisable to enable the disposition in such jurisdictions of the Exchange Securities held by
Participating Broker-Dealers or the Registrable Securities covered by the applicable
Registration Statement; provided, however, that none of the Issuers shall be required to (A)
qualify generally to do business in any jurisdiction where it is not then so qualified, (B)
take any action that would subject it to general service of process in any such jurisdiction
where it is not then so subject or (C) subject itself to taxation in any such jurisdiction
where it is not then so subject.
(i) If a Shelf Registration Statement is filed pursuant to Section 3 hereof, cooperate
with the selling Holders of Registrable Securities and the managing underwriter or
underwriters, if any, to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold, which certificates shall not bear any
restrictive legends and shall be in a form eligible for deposit with The Depository Trust
Company; and enable such Registrable Securities to be in such authorized denominations and
registered in such names as the managing underwriter or underwriters, if any, or Holders may
reasonably request.
- 17 -
(j) Use their respective commercially reasonable efforts to cause the Registrable
Securities covered by the Registration Statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to enable the Holders thereof
or the underwriter or underwriters, if any, to consummate the disposition of such
Registrable Securities, except as may be required solely as a consequence of the nature of
such selling Holders business, in which case the Issuers will cooperate in all reasonable
respects with the filing of such Registration Statement and the granting of such approvals.
(k) If (1) a Shelf Registration Statement is filed pursuant to Section 3 hereof or (2)
a Prospectus contained in an Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, upon the
occurrence of any event contemplated by paragraph 5(c)(v) or 5(c)(vi) hereof, as promptly as
practicable, prepare and (subject to Section 5(a) hereof) file with the SEC, at the Issuers
sole expense, a supplement or post-effective amendment to the Registration Statement or a
supplement to the related Prospectus or any document incorporated or deemed to be
incorporated therein by reference, or file any other required document so that, as
thereafter delivered to the purchasers of the Registrable Securities being sold thereunder
or to the purchasers of the Exchange Securities to whom such Prospectus will be delivered by
a Participating Broker-Dealer, any such Prospectus will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they were made,
not misleading.
(l) Use their respective commercially reasonable efforts to cause the Registrable
Securities covered by a Registration Statement or the Exchange Securities, as the case may
be, to be rated with the appropriate rating agencies, if so requested by the Holders of a
majority in aggregate principal amount of Registrable Securities covered by such
Registration Statement or the Exchange Securities, as the case may be, or the managing
underwriter or underwriters, if any, if the Notes are not then so rated.
(m) Prior to the effective date of the first Registration Statement relating to the
Registrable Securities, (i) provide the Trustee with certificates for the Registrable
Securities or Exchange Securities, as the case may be, in a form eligible for deposit with
The Depository Trust Company and (ii) provide a CUSIP number for the Registrable Securities
or Exchange Securities, as the case may be.
(n) In connection with any underwritten offering of Registrable Securities pursuant to
a Shelf Registration Statement, enter into an underwriting agreement as is customary in
underwritten offerings of debt securities similar to the Securities and take all such other
actions as are reasonably requested by the managing underwriter or
- 18 -
underwriters in order to expedite or facilitate the registration or the disposition of
such Registrable Securities and, in such connection, (i) make such representations and
warranties to, and covenants with, the underwriters with respect to the business of the
Issuers and their subsidiaries (including any acquired business, properties or entity, if
applicable) and the Registration Statement, Prospectus and documents, if any, incorporated
or deemed to be incorporated by reference therein, in each case, as are customarily made by
issuers to underwriters in underwritten offerings of debt securities similar to the
Securities, and confirm the same in writing if and when requested; (ii) obtain the written
opinion of counsel to the Issuers and written updates thereof in form, scope and substance
reasonably satisfactory to the managing underwriter or underwriters, addressed to the
underwriters covering the matters customarily covered in opinions requested in underwritten
offerings of debt similar to the Securities and such other matters as may be reasonably
requested by the managing underwriter or underwriters; (iii) obtain cold comfort letters
and updates thereof in form, scope and substance reasonably satisfactory to the managing
underwriter or underwriters from the independent certified public accountants of the Issuers
(and, if necessary, any other independent certified public accountants of any subsidiary of
the Issuers or of any business acquired by the Issuers for which financial statements and
financial data are, or are required to be, included or incorporated by reference in the
Registration Statement), addressed to each of the underwriters, such letters to be in
customary form and covering matters of the type customarily covered in cold comfort
letters in connection with underwritten offerings of debt securities similar to the
Securities and such other matters as reasonably requested by the managing underwriter or
underwriters; and (iv) if an underwriting agreement is entered into, the same shall contain
indemnification provisions and procedures no less favorable than those set forth in
Section 7 hereof (or such other provisions and procedures acceptable to Holders of a
majority in aggregate principal amount of Registrable Securities covered by such
Registration Statement and the managing underwriter or underwriters or agents) with respect
to all parties to be indemnified pursuant to said Section. The above shall be done at each
closing under such underwriting agreement, or as and to the extent required thereunder.
(o) If (1) a Shelf Registration Statement is filed pursuant to Section 3 hereof or (2)
a Prospectus contained in an Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, upon
reasonable advance notice make available for inspection by any selling Holder of such
Registrable Securities being sold, or each such Participating Broker-Dealer, as the case may
be, any underwriter participating in any such disposition of Registrable Securities, if any,
and any attorney, accountant or other agent retained by any such selling Holder or each such
Participating Broker-Dealer, as the case may be, or underwriter (collectively, the
Inspectors), at the offices where normally kept, during reasonable business hours without
interfering in the orderly busi-
- 19 -
ness of the Issuers, all financial and other relevant records, pertinent corporate
documents and instruments of the Issuers and their subsidiaries (collectively, the
Records) as shall be reasonably necessary to enable them to exercise any applicable due
diligence responsibilities, and cause the respective officers, directors and employees of
the Issuers and their subsidiaries to supply all information reasonably requested by any
such Inspector in connection with such Registration Statement. Any such access granted to
the Inspectors under this Section 5(o) shall be subject to the prior receipt by the Issuers
of written undertakings, in form and substance reasonably satisfactory to the Issuers, to
preserve the confidentiality of any information deemed by the Issuers to be confidential.
Records that the Issuers determine, in good faith, to be confidential and any Records that
they notify the Inspectors are confidential shall not be disclosed by the Inspectors unless
(i) the Issuers based upon advice of counsel determine that disclosure of such Records is
necessary to avoid or correct a material misstatement or omission in such Registration
Statement, (ii) the release of such Records is ordered pursuant to a subpoena or other order
from a court of competent jurisdiction, (iii) after giving reasonable prior notice to the
Targa Companies, disclosure of such information is, in the opinion of counsel for any
Inspector, necessary or advisable in connection with any action, claim, suit or proceeding,
directly or indirectly, involving or potentially involving such Inspector and arising out
of, based upon, relating to or involving this Agreement or any transactions contemplated
hereby or arising hereunder or (iv) the information in such Records has been made generally
available to the public. Each selling Holder of such Registrable Securities and each such
Participating Broker-Dealer will be required to agree that information obtained by it as a
result of such inspections shall be deemed confidential and shall not be used by it as the
basis for any market transactions in the securities of the Targa Companies unless and until
such information is generally available to the public. Each selling Holder of such
Registrable Securities and each such Participating Broker-Dealer will be required to further
agree that it will, upon learning that disclosure of such Records is sought in a court of
competent jurisdiction, give notice to the Targa Companies and allow the Targa Companies to
undertake appropriate action to prevent disclosure of the Records deemed confidential at the
Targa Companies sole expense.
(p) Provide an indenture trustee for the Registrable Securities or the Exchange
Securities, as the case may be, and cause the Indenture or the trust indenture provided for
in Section 2(a) hereof, as the case may be, to be qualified under the TIA not later than the
effective date of the Exchange Offer or the first Registration Statement relating to the
Registrable Securities; and in connection therewith, cooperate with the trustee under any
such indenture and the Holders of the Registrable Securities, to effect such changes to such
indenture as may be required for such indenture to be so qualified in accordance with the
terms of the TIA; and execute, and use their commercially reasonable efforts to cause such
trustee to execute, all documents as
- 20 -
may be required to effect such changes and all other forms and documents required to be
filed with the SEC to enable such indenture to be so qualified in a timely manner.
(q) Comply in all material respects with all applicable rules and regulations of the
SEC and make generally available to the Partnerships securityholders earning statements
satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or
any similar rule promulgated under the Securities Act) no later than 45 days after the end
of any 12-month period (or 90 days after the end of any 12-month period if such period is a
fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Securities
are sold to underwriters in a firm commitment or reasonable best efforts underwritten
offering and (ii) if not sold to underwriters in such an offering, commencing on the first
day of the first fiscal quarter of the Issuers after the effective date of a Registration
Statement, which statements shall cover said 12-month periods.
(r) Upon consummation of an Exchange Offer or a Private Exchange, obtain an opinion of
counsel to the Issuers, who may, at the Issuers election, be internal counsel to the
Issuers, in a form customary for underwritten transactions, addressed to the Trustee for the
benefit of all Holders of Registrable Securities participating in the Exchange Offer or the
Private Exchange, as the case may be, that the Exchange Securities or Private Exchange
Securities, as the case may be, and the related indenture constitute legal, valid and
binding obligations of the Issuers, enforceable against the Issuers in accordance with its
respective terms, subject to customary exceptions and qualifications.
(s) If an Exchange Offer or a Private Exchange is to be consummated, upon delivery of
the Registrable Securities by Holders to the Targa Companies (or to such other Person as
directed by the Targa Companies) in exchange for the Exchange Securities or the Private
Exchange Securities, as the case may be, the Targa Companies shall mark, or cause to be
marked, on such Registrable Securities that such Registrable Securities are being cancelled
in exchange for the Exchange Securities or the Private Exchange Securities, as the case may
be; in no event shall such Registrable Securities be marked as paid or otherwise satisfied.
(t) Cooperate with each seller of Registrable Securities covered by any Registration
Statement and each underwriter, if any, participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings required to be made
with the Financial Industry Regulatory Authority (the FINRA).
(u) Use their respective commercially reasonable efforts to take all other steps
necessary or advisable to effect the registration of the Registrable Securities covered by a
Registration Statement contemplated hereby.
-21-
The Issuers may require each seller of Registrable Securities as to which any registration is
being effected to furnish to the Issuers such information regarding such seller and the
distribution of such Registrable Securities as the Issuers may, from time to time, reasonably
request. The Issuers may exclude from such registration the Registrable Securities of any seller
who unreasonably fails to furnish such information within a reasonable time after receiving such
request and in such event shall have no further obligation under this Agreement (including, without
limitation, obligations under Section 4 hereof) with respect to such seller or any subsequent
holder of such Registrable Securities. Each seller as to which any Shelf Registration Statement is
being effected agrees to furnish promptly to the Issuers all information required to be disclosed
in order to make the information previously furnished to the Issuers by such seller not materially
misleading.
Each Holder of Registrable Securities and each Participating Broker-Dealer agrees by
acquisition of such Registrable Securities or Exchange Securities to be sold by such Participating
Broker-Dealer, as the case may be, that, upon actual receipt of any notice from the Targa Companies
of the happening of any event of the kind described in Sections 5(c)(ii), 5(c)(iv), 5(c)(v) or
5(c)(vi) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities
covered by such Registration Statement or Prospectus or Exchange Securities to be sold by such
Holder or Participating Broker-Dealer, as the case may be, until such Holders or Participating
Broker-Dealers receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 5(k) hereof, or until it is advised in writing (the Advice) by the Targa Companies that
the use of the applicable Prospectus may be resumed, and has received copies of any amendments or
supplements thereto. During any such discontinuance, no Additional Interest shall accrue or
otherwise be payable on the Registrable Securities. In the event that the Targa Companies shall
give any such notice, each of the Effectiveness Period and the Applicable Period shall be extended
by the number of days during such periods from and including the date of the giving of such notice
to and including the date when each seller of Registrable Securities covered by such Registration
Statement or Exchange Securities to be sold by such Participating Broker-Dealer, as the case may
be, shall have received (x) the copies of the supplemented or amended Prospectus contemplated by
Section 5(k) hereof or (y) the Advice.
6. Registration Expenses
(a) All fees and expenses incident to the performance of or compliance with this Agreement by
the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration
Statement is filed or becomes effective, including, without limitation, (i) all registration and
filing fees (including, without limitation, (A) fees with respect to filings required to be made
with the FINRA in connection with an underwritten offering and (B) fees and expenses of compliance
with state securities or Blue Sky laws (including, without limitation, reasonable fees and
disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities
or Exchange Securities and determination of the
-22-
eligibility of the Registrable Securities or Exchange Securities for investment under the laws
of such jurisdictions (x) where the holders of Registrable Securities are located, in the case of
the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable
Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable
Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates
for Registrable Securities or Exchange Securities in a form eligible for deposit with The
Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested
by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate
principal amount of the Registrable Securities included in any Registration Statement or sold by
any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone and
delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies and fees and
disbursements of special counsel for the sellers of Registrable Securities (subject to the
provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public
accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of
any special audit and cold comfort letters required by or incident to such performance), (vi)
rating agency fees, if any, and any fees associated with making the Registrable Securities or
Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act
liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all
other Persons retained by the Targa Companies, (ix) internal expenses of the Targa Companies
(including, without limitation, all salaries and expenses of officers and employees of the Targa
Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) the
fees and expenses incurred in connection with the listing of the securities to be registered on any
securities exchange, if applicable, and (xii) the expenses relating to printing, word processing
and distributing of all Registration Statements, underwriting agreements, securities sales
agreements, indentures and any other documents necessary to comply with this Agreement.
(b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in
a Shelf Registration Statement for the reasonable fees and disbursements of not more than one
counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable
Securities to be included in such Registration Statement.
7. Indemnification
(a) Each of the Issuers agrees to indemnify and hold harmless each Holder of Registrable
Securities offered pursuant to a Shelf Registration Statement and each Participating Broker-Dealer
selling Exchange Securities during the Applicable Period, the officers and directors of each such
Person or its affiliates, and each other Person, if any, who controls any such Person or its
affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act (each, a Participant), from and against any and all losses, claims, damages and
liabilities (including, without limitation, the reasonable legal fees and other expenses actually
incurred in connection with any suit, action or proceeding or any
-23-
claim asserted) caused by, arising out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement pursuant to which the offering
of such Registrable Securities or Exchange Securities, as the case may be, is registered (or any
amendment thereto) or related Prospectus (or any amendments or supplements thereto) or any related
preliminary prospectus, or caused by, arising out of or based upon any omission or alleged omission
to state therein a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided,
however, that none of the Issuers will be required to indemnify a Participant if such losses,
claims, damages or liabilities are caused by any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with information relating to any
Participant furnished to the Targa Companies in writing by or on behalf of such Participant
expressly for use therein.
(b) Each Participant agrees, severally and not jointly, to indemnify and hold harmless the
Targa Companies and each of the Guarantors, each of the Targa Companies directors and officers,
each Guarantors directors and officers and each Person who controls the Targa Companies within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as
the foregoing indemnity from the Issuers to each Participant, but only (i) with reference to
information relating to such Participant furnished to the Targa Companies in writing by or on
behalf of such Participant expressly for use in any Registration Statement or Prospectus, any
amendment or supplement thereto or any preliminary prospectus or (ii) with respect to any untrue
statement or representation made by such Participant in writing to the Targa Companies. The
liability of any Participant under this paragraph shall in no event exceed the proceeds received by
such Participant from sales of Registrable Securities or Exchange Securities giving rise to such
obligations.
(c) If any suit, action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any Person in respect of which indemnity may
be sought pursuant to either of the two preceding paragraphs, such Person (the Indemnified
Person) shall promptly notify the Person against whom such indemnity may be sought (the
"Indemnifying Person) in writing, and the Indemnifying Person, upon request of the Indemnified
Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the
Indemnified Person and any others the Indemnifying Person may reasonably designate in such
proceeding and shall pay the reasonable fees and expenses actually incurred by such counsel related
to such proceeding; provided, however, that the failure to so notify the Indemnifying Person shall
not relieve it of any obligation or liability that it may have hereunder or otherwise (unless and
only to the extent that such failure directly results in the loss or compromise of any material
rights or defenses by the Indemnifying Person and the Indemnifying Person was not otherwise aware
of such action or claim). In any such proceeding, any Indemnified Person shall have the right to
retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such
Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed in writing to the
-24-
contrary, (ii) the Indemnifying Person shall have failed within a reasonable period of time to
retain counsel reasonably satisfactory to the Indemnified Person or (iii) the named parties in any
such proceeding (including any impleaded parties) include both the Indemnifying Person and the
Indemnified Person and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood that, unless there
exists a conflict among Indemnified Persons, the Indemnifying Person shall not, in connection with
any one such proceeding or separate but substantially similar related proceeding in the same
jurisdiction arising out of the same general allegations, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and
that all such fees and expenses shall be reimbursed promptly as they are incurred. Any such
separate firm for the Participants and such control Persons of Participants shall be designated in
writing by Participants who sold a majority in interest of Registrable Securities and Exchange
Securities sold by all such Participants and shall be reasonably satisfactory to the Targa
Companies and any such separate firm for the Targa Companies, their directors, their officers and
such control Persons of the Targa Companies shall be designated in writing by the Targa Companies.
The Indemnifying Person shall not be liable for any settlement of any proceeding effected without
its prior written consent, but if settled with such consent or if there be a final non-appealable
judgment for the plaintiff for which the Indemnified Person is entitled to indemnification pursuant
to this Agreement, the Indemnifying Person agrees to indemnify and hold harmless each Indemnified
Person from and against any loss or liability by reason of such settlement or judgment. No
Indemnifying Person shall, without the prior written consent of the Indemnified Person (which
consent shall not be unreasonably withheld or delayed), effect any settlement or compromise of any
pending or threatened proceeding in respect of which any Indemnified Person is or could have been a
party, and indemnity could have been sought hereunder by such Indemnified Person, unless such
settlement (A) includes an unconditional written release of such Indemnified Person, in form and
substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are
the subject matter of such proceeding and (B) does not include any statement as to an admission of
fault, culpability or failure to act by or on behalf of any Indemnified Person.
(d) If the indemnification provided for in the first and second paragraphs of this Section 7
is for any reason unavailable to, or insufficient to hold harmless, an Indemnified Person in
respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying
Person under such paragraphs, in lieu of indemnifying such Indemnified Person thereunder and in
order to provide for just and equitable contribution, shall contribute to the amount paid or
payable by such Indemnified Person as a result of such losses, claims, damages or liabilities in
such proportion as is appropriate to reflect the relative fault of the Indemnifying Person or
Persons on the one hand and the Indemnified Person or Persons on the other in connection with the
statements or omissions or alleged statements or omissions that resulted in such losses, claims,
damages or liabilities (or actions in respect thereof). The relative fault of the parties shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to
-25-
state a material fact relates to information supplied by the Issuers on the one hand or such
Participant or such other Indemnified Person, as the case may be, on the other, the parties
relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission, and any other equitable considerations appropriate in the circumstances.
(e) The parties agree that it would not be just and equitable if contribution pursuant to this
Section 7 were determined by pro rata allocation (even if the Participants were treated as one
entity for such purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The amount paid or
payable by an Indemnified Person as a result of the losses, claims, damages and liabilities
referred to in the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any reasonable legal or other expenses actually incurred by such
Indemnified Person in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7, in no event shall a Participant be required to
contribute any amount in excess of the amount by which proceeds received by such Participant from
sales of Registrable Securities or Exchange Securities, as the case may be, exceeds the amount of
any damages that such Participant has otherwise been required to pay or has paid by reason of such
untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent misrepresentation.
(f) The indemnity and contribution agreements contained in this Section 7 will be in addition
to any liability that the Indemnifying Persons may otherwise have to the Indemnified Persons
referred to above.
8. Rule 144A
Whether or not required by the rules and regulations of the SEC, so long as any Registrable
Securities are outstanding, the Partnership shall use its reasonable best efforts to furnish
(whether through hard copy or by posting on its website) to the Holders or cause the Trustee to
furnish to the Holders, within the time periods specified in the SECs rules and regulations: (1)
all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and
10-K if the Partnership were required to file such reports; and (2) all current reports that would
be required to be filed with the SEC on Form 8-K if the Partnership were required to file such
reports.
If, at any time the Partnership is no longer subject to the periodic reporting requirements of
the Exchange Act for any reason, the Partnership shall nevertheless use its reasonable best efforts
to continue filing the reports specified in the preceding paragraph with the SEC unless the SEC
will not accept such a filing; provided that, for so long as the Partnership
-26-
is not subject to the
periodic reporting requirements of the Exchange Act for any reason, the
time period for filing reports on Form 8-K shall be five Business Days after the event giving
rise to the obligation to file such report. If, notwithstanding the foregoing, the SEC will not
accept the Partnerships filings for any reason, the Partnership shall use its reasonable best
efforts to post the reports referred to in the preceding paragraphs on its website within the time
periods that would apply if Targa Resources Partners were required to file those reports with the
SEC.
The Issuers further covenant for so long as any Registrable Securities remain outstanding, if
at any time the Partnership is not required to file periodic reports with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act, to use their reasonable best efforts to make available to
any Holder or beneficial owner of Registrable Securities in connection with any sale thereof and
any prospective purchaser of such Registrable Securities from such Holder or beneficial owner the
information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such
Registrable Securities pursuant to Rule 144A.
9. Underwritten Registrations
If any of the Registrable Securities covered by any Shelf Registration Statement are to be
sold in an underwritten offering, the investment banker or investment bankers and manager or
managers that will manage the offering will be selected by the Holders of a majority in aggregate
principal amount of such Registrable Securities included in such offering and reasonably acceptable
to the Targa Companies.
No Holder of Registrable Securities may participate in any underwritten registration hereunder
unless such Holder (a) agrees to sell such Holders Registrable Securities on the basis provided in
any underwriting arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such underwriting
arrangements.
10. Miscellaneous
(a) No Inconsistent Agreements. The Issuers have not entered into, as of the date hereof, and
shall not, after the date of this Agreement, enter into any agreement with respect to any of the
Targa Companies securities that is inconsistent with the rights granted to the Holders of
Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The
Issuers have not entered and will not enter into any agreement with respect to any of the Targa
Companies securities that will grant to any Person piggy-back registration rights with respect to
a Registration Statement.
(b) Adjustments Affecting Registrable Securities. The Issuers shall not, directly or
indirectly, take any action with respect to the Registrable Securities as a class that
-27-
would adversely affect the ability of the Holders of Registrable Securities to include such
Registrable Securities in a registration undertaken pursuant to this Agreement.
(c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof may not be given,
otherwise than with the prior written consent of the Holders of not less than a majority in
aggregate principal amount of the then outstanding Registrable Securities. Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders of Registrable Securities whose securities are being
sold pursuant to a Registration Statement and that does not directly or indirectly affect, impair,
limit or compromise the rights of other Holders of Registrable Securities may be given by Holders
of at least a majority in aggregate principal amount of the Registrable Securities being sold by
such Holders pursuant to such Registration Statement; provided, however, that the provisions of
this sentence may not be amended, modified or supplemented except in accordance with the provisions
of the immediately preceding sentence.
(d) Notices. All notices and other communications (including without limitation any notices
or other communications to the Trustee) provided for or permitted hereunder shall be made in
writing by hand-delivery, registered first-class mail, next-day air courier or facsimile:
1. if to a Holder of the Registrable Securities or any Participating Broker-Dealer, at
the most current address of such Holder or Participating Broker-Dealer, as the case may be,
set forth on the records of the registrar under the Indenture, with a copy in like manner to
the Initial Purchasers as follows:
Deutsche Bank Securities Inc.
60 Wall Street
New York, NY 10005
Facsimile No.: (212) 797-4873
Attention: Corporate Finance Department
with a copy to:
Cahill Gordon & Reindel LLP
80 Pine Street
New York, New York 10005
Facsimile No.: (212) 269-5420
Attention: William M. Hartnett, Esq.;
2. if to the Initial Purchasers, at the addresses specified in Section 10(d)(1); and
-28-
3. if to any Issuer, at the address as follows:
Targa Resources Partners LP
Targa Resources Finance Corp.
1000 Louisiana, Suite 4300
Houston, Texas 77002
Facsimile No.: (713) 584-1110
Attention: General Counsel
with a copy to:
Vinson & Elkins L.L.P.
1001 Fannin, Suite 2500
Houston, Texas 77002
Facsimile No.: (713) 615-5883
Attention: Christopher S. Collins
All such notices and communications shall be deemed to have been duly given: when delivered
by hand, if personally delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; one Business Day after being timely delivered to a next-day air courier; and
when receipt is acknowledged by the addressee, if sent by facsimile.
Copies of all such notices, demands or other communications shall be concurrently delivered by
the Person giving the same to the Trustee at the address and in the manner specified in such
Indenture.
(e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of each of the parties hereto; provided, however, that this Agreement
shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and
to the extent such successor or assign holds Registrable Securities.
(f) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.
(g) Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.
(h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WHOLLY WITHIN
-29-
THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES
HERETO AGREES TO SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COMPETENT COURTS OF THE STATE OF
NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
(i) Severability. If any term, provision, covenant or restriction of this Agreement is held
by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder
of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall
use commercially reasonable efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision, covenant or
restriction. It is hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions without including
any of such that may be hereafter declared invalid, illegal, void or unenforceable.
(j) Securities Held by the Issuers or their Affiliates. Whenever the consent or approval of
Holders of a specified percentage of Registrable Securities is required hereunder, Registrable
Securities held by the Issuers or their affiliates (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or approval was given by
the Holders of such required percentage.
(k) Third Party Beneficiaries. Holders of Registrable Securities and Participating
Broker-Dealers are intended third party beneficiaries of this Agreement and this Agreement may be
enforced by such Persons.
(l) Entire Agreement. This Agreement, together with the Purchase Agreement and the Indenture,
is intended by the parties as a final and exclusive statement of the agreement and understanding of
the parties hereto in respect of the subject matter contained herein and therein and any and all
prior oral or written agreements, representations, or warranties, contracts, understandings,
correspondence, conversations and memoranda between the Initial Purchasers on the one hand and the
Issuers on the other, or between or among any agents, representatives, parents, subsidiaries,
affiliates, predecessors in interest or successors in interest with respect to the subject matter
hereof and thereof are merged herein and replaced hereby.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.
|
|
|
|
|
|
|
|
|
TARGA RESOURCES PARTNERS LP |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
Targa Resources GP LLC, |
|
|
|
|
|
|
Its General Partner |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Matthew J. Meloy
Name: Matthew J. Meloy
|
|
|
|
|
|
|
Title: Vice President Finance and Treasurer |
|
|
|
|
|
|
|
|
|
|
|
TARGA RESOURCES PARTNERS FINANCE CORPORATION |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Matthew J. Meloy |
|
|
|
|
|
|
Name: Matthew J. Meloy
|
|
|
|
|
|
|
Title: Vice President Finance and Treasurer |
|
|
|
|
|
|
|
|
|
|
|
TARGA RESOURCES OPERATING GP LLC |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Matthew J. Meloy
|
|
|
|
|
|
|
Name: Matthew J. Meloy |
|
|
|
|
|
|
Title: Vice President Finance and Treasurer |
|
|
|
|
|
|
|
|
|
|
|
TARGA RESOURCES OPERATING LP |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
Targa Resources Operating GP LLC, |
|
|
|
|
|
|
Its General Partner |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Matthew J. Meloy
|
|
|
|
|
|
|
Name: Matthew J. Meloy |
|
|
|
|
|
|
Title: Vice President Finance and Treasurer |
|
|
S -2
|
|
|
|
|
|
|
|
|
TARGA NORTH TEXAS GP LLC |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Matthew J. Meloy |
|
|
|
|
|
|
Name: Matthew J. Meloy
|
|
|
|
|
|
|
Title: Vice President Finance and Treasurer |
|
|
|
|
|
|
|
|
|
|
|
TARGA NORTH TEXAS LP |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
Targa North Texas GP LLC, |
|
|
|
|
|
|
Its General Partner |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Matthew J. Meloy |
|
|
|
|
|
|
Name: Matthew J. Meloy
|
|
|
|
|
|
|
Title: Vice President Finance and Treasurer |
|
|
|
|
|
|
|
|
|
|
|
TARGA INTRASTATE PIPELINE LLC |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Matthew J. Meloy |
|
|
|
|
|
|
Name: Matthew J. Meloy
|
|
|
|
|
|
|
Title: Vice President Finance and Treasurer |
|
|
|
|
|
|
|
|
|
|
|
TARGA RESOURCES TEXAS GP LLC |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Matthew J. Meloy |
|
|
|
|
|
|
Name: Matthew J. Meloy
|
|
|
|
|
|
|
Title: Vice President Finance and Treasurer |
|
|
S -3
|
|
|
|
|
|
|
|
|
TARGA TEXAS FIELD SERVICES LP |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
Targa Resources Texas GP LLC, |
|
|
|
|
|
|
Its General Partner |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Matthew J. Meloy |
|
|
|
|
|
|
|
|
|
|
|
|
|
Name: Matthew J. Meloy |
|
|
|
|
|
|
Title: Vice President Finance and Treasurer |
|
|
|
|
|
|
|
|
|
|
|
TARGA LOUISIANA FIELD SERVICES LLC |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Matthew J. Meloy |
|
|
|
|
|
|
Name: Matthew J. Meloy
|
|
|
|
|
|
|
Title: Vice President Finance and Treasurer |
|
|
|
|
|
|
|
|
|
|
|
TARGA LOUISIANA INTRASTATE LLC |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Matthew J. Meloy |
|
|
|
|
|
|
Name: Matthew J. Meloy
|
|
|
|
|
|
|
Title: Vice President Finance and Treasurer |
|
|
S -4
|
|
|
|
|
DEUTSCHE BANK SECURITIES INC., |
on behalf of the several Initial Purchasers named
on Schedule 1 to the Purchase Agreement |
|
By: |
|
/s/ Steve Cunningham |
|
|
|
|
Name: Steve Cunningham
|
|
|
|
|
Title: Managing Director |
|
|
|
By: |
|
/s/ Catherine Madigan |
|
|
|
|
Name: Catherine Madigan
|
|
|
|
|
Title: Managing Director |
|
|
S -5
exv10w1
Exhibit 10.1
Targa Resources Partners LP
and
Targa Resources Partners Finance Corporation
$250,000,000
81/4% Senior Notes Due 2016
PURCHASE AGREEMENT
June 12, 2008
DEUTSCHE BANK SECURITIES INC.
As representative of the
several Initial Purchasers listed
in Schedule 1 hereto
60 Wall Street
New York, New York 10005
Ladies and Gentlemen:
Targa Resources Partners LP, a limited partnership organized under the laws of Delaware (the
Partnership), along with Targa Resources Partners Finance Corporation (the Finance
Co and, together with the Partnership, the Issuers) hereby confirm their agreement
with the several Initial Purchasers listed in Schedule 1 hereto (the Initial Purchasers),
for whom Deutsche Bank Securities Inc. is acting as representative, as set forth below.
Targa Resources GP LLC, a Delaware limited liability company (the General Partner)
owns a 2% general partnership interest in the Partnership. The Partnership is the sole member of
Targa Resources Operating GP LLC, a Delaware limited liability company (the Operating
GP). The Operating GP owns a 0.001% general partnership interest and the Partnership owns a
99.999% limited partnership interest in Targa Resources Operating LP, a Delaware limited
partnership (the Operating Partnership). Targa North Texas GP LLC, a Delaware limited
liability company (Targa North Texas GP), is a subsidiary of the Operating Partnership.
Targa North Texas GP owns a 50% general partnership interest and the Operating Partnership owns a
50% limited partnership interest in Targa North Texas LP, a Delaware limited partnership
(Targa North Texas). Targa North Texas is the sole member of Targa Intrastate Pipeline
LLC, a Delaware limited liability company (Targa Intrastate). Targa North Texas GP is
the sole member of Targa Resources Texas GP LLC, a Delaware limited liability company (Targa
Resources Texas GP). Targa North Texas GP owns a 99% limited partnership interest and Targa
Resources Texas GP owns a 1% general partnership interest in Targa Texas Field Services LP, a
Delaware limited partnership (Targa Texas Field Services). Targa North Texas GP is the
sole member of Targa Louisiana Field Services LLC, a Delaware limited liability company
(Targa Louisiana Field Services) and Targa Louisiana Field Services is the sole member of
Targa Louisiana Intrastate LLC, a Delaware limited liability company.
Section 1. The Securities. Subject to the terms and conditions herein contained, the
Issuers propose to issue and sell to the Initial Purchasers $250,000,000 aggregate principal amount
of their 81/4% Senior Notes due 2016 (the Notes), which will be unconditionally guaranteed
on a senior basis as to principal, premium, if any, and interest (the Guarantees) by the
subsidiaries of the Partnership named in Schedule 2 hereto (each individually, a
Guarantor and collectively, the Guarantors). The Notes are to be issued under
an indenture (the Indenture) to be dated as of June 18, 2008, by and among the Issuers,
the Guarantors and U.S. Bank National Association, as Trustee (the Trustee).
The Notes will be offered and sold to the Initial Purchasers without being registered under
the Securities Act of 1933, as amended (the Act), in reliance on exemptions therefrom.
In connection with the sale of the Notes, the Issuers have prepared a preliminary offering
memorandum dated June 6, 2008 (the Preliminary Memorandum) setting forth or including a
description of the terms of the Notes, the terms of the offering of the Notes, a description of the
Partnership and any material developments relating to the Partnership after the date of the most
recent historical financial statements included therein. As used herein, Pricing Disclosure
Package shall mean the Preliminary Memorandum, as supplemented or amended by the written
communications listed on Annex A hereto in the most recent form that has been prepared and
delivered by the Issuers to the Initial Purchasers in connection with their solicitation of offers
to purchase Notes prior to the time when sales of the Notes were first made (the Time of
Execution). Promptly after the Time of Execution and in any event no later than the second
Business Day following the Time of Execution, the Issuers will prepare and deliver to each Initial
Purchaser a final offering memorandum (the Final Memorandum), which will consist of the
Preliminary Memorandum with such changes therein as are required to reflect the information
contained in the amendments or supplements listed on Annex A hereto. The Issuers hereby
confirm that each of the Issuers has authorized the use of the Pricing Disclosure Package, the
Final Memorandum and the Recorded Road Show (defined below) in connection with the offer and sale
of the Notes by the Initial Purchasers.
The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled
to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as
Exhibit A (the Registration Rights Agreement), pursuant to which the Issuers and
the Guarantors will agree, among other things, to file a registration statement (the
Registration Statement) with the Securities and Exchange Commission (the
Commission) registering the Notes or the Exchange Notes (as defined in the Registration
Rights Agreement) under the Act, unless (i) the Notes are freely transferable without volume
restrictions by holders that are not affiliates of the Issuers in accordance with Rule 144 (or any
similar provision then in effect), (ii) the Notes do not bear a restrictive legend or (iii) the
Notes do not bear a restricted CUSIP number as of the 366th day after the Closing Date
(as defined in Section 3 below).
Section 2. Representations and Warranties. As of the Time of Execution and at the
Closing Date (as defined in Section 3 below), the Issuers and the Guarantors jointly and
severally represent and warrant to and agree with each of the Initial Purchasers as follows
(references in this Section 2 to the Offering Memorandum are to (i) the Pricing
Disclosure Package in the case of representations and warranties made as of the Time of Execution
and (ii) both the Pricing Disclosure Package and the Final Memorandum in the case of
representations and warranties made at the Closing Date):
(a) The Preliminary Memorandum, on the date thereof, did not contain any untrue
statement of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading. At the Time of Execution, the Pricing Disclosure Package did not, and on the
Closing Date (as defined in Section 3 below), will not, and the Final Memorandum as of its
date and on the Closing Date will not contain any untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided,
however, that the Issuers and the Guarantors make no representation or warranty as
to the information contained in or omitted from the Pricing Disclosure Package and Final
Memorandum, in reliance upon and in conformity with information furnished in writing to the
Partnership by or on behalf of the Initial Purchasers through Deutsche Bank Securities Inc.
specifically for inclusion therein. The Issuers and the Guarantors have not distributed or
referred to and will not distribute or refer to any written communications (as defined in
Rule 405 of the Act) that constitutes an offer to sell or solicitation of an offer to buy
the Notes (each such communication by the Issuers and the Guarantors or each of their agents
and representatives (other than the Pricing Disclosure Package and Final Memorandum) an
Issuer Written Communication) other than the Pricing Disclosure Package, the Final
Memorandum and the recorded electronic road show made available to investors (the
Recorded Road Show). Any information in an Issuer Written Communication that is
not otherwise included in the Pricing Disclosure Package and the Final Memorandum does not
conflict with the Pricing Disclosure Package or the Final Memorandum and, each Issuer
Written Communication, when taken together with the Pricing Disclosure Package does not at
the Time of Execution and when taken together with the Final Memorandum at the Closing Date
will not, contain any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.
(b) The Partnership has been duly formed and is validly existing in good standing as a
limited partnership under the laws of the State of Delaware, with full partnership power and
authority to own or lease, as the case may be, and to operate its properties and to conduct
its business, in each case in all material respects as described in the Offering Memorandum,
and is duly registered or qualified to do business as a foreign limited partnership and is
in good standing under the laws of each jurisdiction which requires such qualification,
except where the failure to be so registered or qualified would not have a Material Adverse
Effect. Material Adverse Effect shall mean a material adverse effect on (i) the
business or properties, earnings, condition (financial or otherwise) or prospects, taken as
a whole, of the Partnership and its subsidiaries, considered as one enterprise, whether or
not in the ordinary course of business, or (ii) the ability of each Issuer and each
Guarantor to perform its obligations under the Notes.
(c) The Finance Co has been duly incorporated and is validly existing as a corporation
in good standing under the laws of the State of Delaware.
(d) The General Partner has been duly formed and is validly existing in good standing
as a limited liability company under the laws of the State of Delaware, with full limited
liability company power and authority to own or lease, as the case may be, and to operate
its properties and to conduct its business, in each case in all material respects as
described in the Offering Memorandum, and to act as general partner of the Partnership, and
is duly registered or qualified to do business as a foreign limited liability company and is
in good standing under the laws of each jurisdiction which requires such qualification,
except where the failure to be so registered or qualified would not have a Material Adverse
Effect.
(e) The General Partner is the sole general partner of the Partnership with a 2.0%
general partner interest in the Partnership; such general partner interest has been duly
authorized and validly issued in accordance with the agreement of limited partnership of the
Partnership (as the same may be amended or restated at or prior to the Closing Date, the
Partnership Agreement); and the General Partner owns such general partner interest
free and clear of all liens, encumbrances, security interests, charges or claims
(Liens) other than (i) those created by or arising under the Delaware Revised
Uniform Limited Partnership Act (the Delaware LP Act) or the Partnership
Agreement, (ii) restrictions on transferability and other Liens described in the Offering
Memorandum, (iii) those arising under that certain Credit Agreement, dated February 14,
2007, by and among the Partnership, Bank of America, N.A., as administrative agent, and
other lenders named therein (as the same will be supplemented, amended or restated at or
prior to the Closing Date and together with the agreements, exhibits and attachments
contemplated or included therein, the Credit Agreement) and (iv) those arising
under the Credit Agreement dated October 31, 2005, by and among Targa Resources, Inc. and
the lenders named therein (the Targa Credit Agreement).
(f) The Operating GP is the sole general partner of the Operating Partnership, and has
a 0.001% general partnership interest in the Operating Partnership; such interest has been
duly authorized and validly issued in accordance with the agreement of limited partnership
of the Operating Partnership (the Operating Partnership Agreement); and the
Operating GP owns such general partner interest free and clear of all Liens, other than
those arising under the Credit Agreement.
(g) The Partnership owns 100% of the member interests of the Operating GP; all such
member interests have been duly authorized and validly issued in accordance with the limited
liability company agreement of the Operating GP (as the same may be amended or restated at
or prior to the Closing Date, the Operating GP LLC Agreement) and are fully paid
(to the extent required by the Operating GP LLC Agreement) and nonassessable (except as such
nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited
Liability Company Act (the Delaware LLC Act)); and the Partnership owns all of
such member interests free and clear of all Liens, other than those arising under the Credit
Agreement.
(h) The Partnership is the sole limited partner of the Operating Partnership with a
99.999% limited partner interest in the Operating Partnership; such interest has been duly
authorized and validly issued in accordance with the Operating Partnership Agreement and is
fully paid (to the extent required under the Operating Partnership Agreement) and
nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804
of the Delaware LP Act); and the Partnership owns such limited partner interest free and
clear of all Liens, other than those arising under the Credit Agreement.
(i) The Operating Partnership owns 100% of the member interests in Targa North Texas
GP; such member interests have been duly authorized and validly issued in accordance with
the limited liability company agreement of Targa North Texas GP (as the same may be amended
or restated prior to the Closing Date, the Targa North Texas GP Agreement) and are
fully paid (to the extent required under the Targa North Texas GP Agreement) and
nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804
of the Delaware LLC Act); and the Operating Partnership owns such member interests free and
clear of all Liens, other than those arising under the Credit Agreement.
(j) The Operating Partnership is the sole limited partner of Targa North Texas with a
50% limited partnership interest in Targa North Texas; such interest has been duly
authorized and validly issued in accordance with the agreement of limited partnership of
Targa North Texas (as the same may be amended or restated at or prior to the Closing Date,
the Targa North Texas Partnership Agreement) and is fully paid (to the extent
required under the Targa North Texas Partnership Agreement) and nonassessable (except as
such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act);
and the Operating Partnership owns such limited partner interest free and clear of all
Liens, other than those arising under the Credit Agreement.
(k) Targa North Texas GP is the sole general partner of Targa North Texas with a 50%
general partner interest in Targa North Texas; such general partner interest has been duly
authorized and validly issued in accordance with the Targa North Texas Partnership
Agreement; and Targa North Texas GP owns such general partner interest free and clear of all
Liens, other than those created by or arising under the Delaware LP Act or the Targa North
Texas Partnership Agreement or arising under the Credit Agreement.
(l) Targa North Texas owns 100% of the member interests in Targa Intrastate; such
member interests have been duly authorized and validly issued in accordance with the limited
liability company agreement of Targa Intrastate (as the same may be amended or restated at
or prior to the Closing Date, the Targa Intrastate Agreement) and are fully paid
(to the extent required under the Targa Intrastate Agreement) and nonassessable (except as
such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC
Act); and Targa North Texas owns such member interests free and clear of all Liens, other
than those arising under the Credit Agreement.
(m) Targa North Texas GP owns 100% of the member interests of Targa Resources Texas GP;
such member interests have been duly authorized and validly issued in accordance with the
Targa Resources Texas GP limited liability company agreement (as the same may be amended or
restated at or prior to the Closing Date, the Targa Resources Texas GP Agreement)
and are fully paid (to the extent required by the Targa Resources Texas GP Agreement) and
nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804
of the Delaware LLC Act); and Targa North Texas GP owns all of such member interests free
and clear of all Liens, other than those arising under the Credit Agreement.
(n) Targa North Texas GP owns 100% of the member interests of Targa Louisiana Field
Services; all such member interests have been duly authorized and validly issued in
accordance with the limited liability company agreement of Targa Louisiana Field Services
(as the same may be amended or restated at or prior to the Closing Date, the Targa
Louisiana Field Services Agreement) and are fully paid (to the extent required under
the Targa Louisiana Field Services Agreement) and nonassessable (except as such
nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and
Targa North Texas GP owns all of such member interests free and clear of Liens, other than
those arising under the Credit Agreement.
(o) Targa Louisiana Field Services owns 100% of the member interests of Targa Louisiana
Intrastate LLC; such member interests have been duly authorized and validly issued in
accordance with the limited liability company agreement of Targa Louisiana Intrastate LLC
(as the same may be amended or restated at or prior to the Closing Date, the Targa
Louisiana Intrastate LLC Agreement) and are fully paid (to the extent required by the
Targa Louisiana Intrastate LLC Agreement) and nonassessable (except as such nonassessability
may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and Targa Louisiana
Field Services owns all of such member interests free and clear of Liens, other than those
arising under the Credit Agreement.
(p) Targa North Texas GP is the sole limited partner of Targa Texas Field Services with
a 99% limited partnership interest in Targa Texas Field Services; such interest has been
duly authorized and validly issued in accordance with the agreement of limited partnership
of Targa Texas Field Services (as the same may be amended or restated at or prior to the
Closing Date, the Targa Texas Field Services Partnership Agreement) and is fully
paid (to the extent required under such Texas Field Services Partnership Agreement) and
nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804
of the Delaware LP Act); and Targa North Texas GP owns such limited partner interest free
and clear of all Liens, other than those arising under the Credit Agreement.
(q) Targa Resources Texas GP is the sole general partner of Targa Texas Field Services
with a 1% general partner interest in Targa Texas Field Services; such general partner
interest has been duly authorized and validly issued in accordance with the Texas Field
Services Partnership Agreement; and Targa Resources Texas GP owns such general partner
interest free and clear of all Liens, other than those created by or arising under the
Delaware LP Act or the Texas Field Services Partnership Agreement or arising under the
Credit Agreement.
(r) Each of the subsidiaries of the Partnership has been duly formed or incorporated
and is validly existing as a limited partnership, limited liability company or corporation,
as applicable, in good standing under the laws of the State of Delaware, with full
corporate, limited partnership or limited liability company power and authority to own or
lease, as the case may be, and to operate its properties and to conduct its business, in
each case in all material respects as described in the Offering Memorandum, and is duly
registered or qualified to do business as a foreign limited partnership, limited liability
company or corporation, as applicable, and is in good standing under the laws of each
jurisdiction which requires such qualification, except where the failure to be so registered
or qualified would not have a Material Adverse Effect.
(s) The authorized, issued and outstanding equity interests of the Partnership are as
set forth in the Offering Memorandum as of the dates specified therein. All of the issued
equity interests of the Partnership and all of the issued shares of capital stock of the
Finance Co have been duly authorized and validly issued and are fully paid (to the extent
required in the Partnership Agreement with respect to the Partnership) and nonassessable
(except as such nonassessability may be affected by Sections 17-607 and 17-804 of the
Delaware LP Act with respect to the Partnership Agreement); and none of the outstanding
equity interests of the Partnership and none of the outstanding shares of capital stock of
the Finance Co were issued in violation of the preemptive or other similar rights of any
security holder of the Partnership or the Finance Co, respectively.
(t) Except as otherwise disclosed in the Offering Memorandum and except with respect to
the incentive distribution rights held by the General Partner, there are no outstanding (i)
securities or obligations of the Partnership convertible into or exchangeable for any equity
interests of the Partnership, (ii) warrants, rights or options to subscribe for or purchase
from the Partnership any such equity interests or any such convertible or exchangeable
securities or obligations or (iii) obligations of the Partnership to issue any such equity
interests, any such convertible or exchangeable securities or obligations, or any such
warrants, rights or options.
(u) Each of the Issuers and each Guarantor has all requisite corporate, partnership or
limited liability company power and authority to execute, deliver and perform each of its
obligations under the Notes, the Exchange Notes and the Private Exchange Notes (as defined
in the Registration Rights Agreement). The Notes, the Exchange Notes and the Private
Exchange Notes have each been duly authorized by the Issuers and, when executed by each of
the Issuers and authenticated by the Trustee in accordance with the provisions of the
Indenture and, in the case of the Notes, when delivered to and paid for by the Initial
Purchasers in accordance with the terms of this Agreement, and, in the case of any Exchange
Notes or Private Exchange Notes, when issued in exchange for the Notes as provided in the
Registration Rights Agreement, will constitute valid and legally binding obligations of each
of the Issuers, entitled to the benefits of the Indenture, and enforceable against each of
the Issuers in accordance with their terms, except that the enforcement thereof may be
subject to (i) bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to creditors rights
generally, and (ii) general principles of equity and the discretion of the court before
which any proceeding therefor may be brought (collectively, the Enforceability
Exceptions). The Guarantees have been duly authorized and, upon the due issuance and
delivery of the related Notes and the due endorsement of the Guarantees thereon, will have
been duly executed, endorsed and delivered and will constitute valid and legally binding
obligations of each Guarantor, and will be entitled to the benefits of the Indenture.
(v) Each of the Issuers and each Guarantor has all requisite corporate, partnership or
limited liability company power and authority to execute, deliver and perform each of its
obligations under the Indenture. The Indenture meets the requirements for qualification
under the Trust Indenture Act of 1939, as amended (the TIA). The Indenture has
been duly authorized by each of the Issuers and Guarantors and, when executed and delivered
by each of the Issuers and each Guarantor (assuming the due authorization, execution and
delivery by the Trustee), will constitute a valid and legally binding agreement of each of
the Issuers and each Guarantor, enforceable against each of the Issuers and each Guarantor
in accordance with its terms, except that the enforcement thereof may be subject to the
Enforceability Exceptions.
(w) Each of the Issuers and each Guarantor has all requisite corporate, partnership or
limited liability company power and authority to execute, deliver and perform each of its
obligations under the Registration Rights Agreement. The Registration Rights Agreement has
been duly authorized by the Issuers and the Guarantors and, when executed and delivered by
each of the Issuers and each Guarantor (assuming the due authorization, execution and
delivery by the Initial Purchasers), will constitute a valid and legally binding agreement
of each of the Issuers and each Guarantor, enforceable against each of the Issuers and each
Guarantor in accordance with its terms, except that (A) the enforcement thereof may be
subject to the Enforceability Exceptions and (B) any rights to indemnity or contribution
thereunder may be limited by federal and state securities laws and public policy
considerations.
(x) Each of the Issuers and each Guarantor has all requisite corporate, partnership or
limited liability company power and authority to execute, deliver and perform each of its
obligations under this Agreement and to consummate the transactions contemplated hereby.
This Agreement and the consummation by each of the Issuers and each Guarantor of the
transactions contemplated hereby have been duly authorized by each of the Issuers and each
Guarantor. This Agreement has been duly executed and delivered by each of the Issuers and
each Guarantor.
(y) No permit, consent, approval, authorization, order, registration, filing or
qualification (Permits) of or with any court or governmental agency or body having
jurisdiction over any of the Issuers or any Guarantor or any of each of its properties or
assets is required for the issuance and sale by the Issuers of the Notes to the Initial
Purchasers or the consummation by the Issuers of the other transactions contemplated hereby,
except (i) such Permits as may be required under the Act, the Exchange Act and state
securities or Blue Sky laws of any jurisdiction, (ii) such Permits as have been obtained
or will be obtained prior to the Closing Date, (iii) such Permits that, if not obtained,
could
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect and (iv) such Permits as are disclosed in the Offering Memorandum.
(z) Neither of the Issuers nor any Guarantor is in (i) violation of its partnership
agreement, limited liability company agreement, certificate of formation or conversion,
certificate or articles of incorporation, bylaws or other constituent document
(collectively, the Organizational Documents), or of any statute, law, rule or
regulation, or any judgment, order, injunction or decree of any court, governmental agency
or body or arbitrator having jurisdiction over any of the Issuers or Guarantors or any of
their respective properties or assets or, (ii) breach, default (or an event which, with
notice or lapse of time or both, would constitute such an event) or violation in the
performance of any obligation, agreement or condition contained in any indenture, mortgage,
deed of trust, loan agreement, lease or other agreement or instrument to which it is a party
or by which it or any of its properties may be bound, which in the case of either (i) or
(ii) would, if continued, have a Material Adverse Effect.
(aa) None of the execution, delivery and performance by either of the Issuers or any
Guarantor of this Agreement, the Indenture and the Registration Rights Agreement or the
consummation by either of the Issuers or any Guarantor of the transactions contemplated
hereby and thereby (including, without limitation, the issuance and sale of the Notes to the
Initial Purchasers) (i) conflicts or will conflict with or constitutes or will constitute a
violation of the Organizational Documents of either of the Issuers or any Guarantor,
(ii) conflicts or will conflict with or constitutes or will constitute a breach or violation
of, or a default (or an event that, with notice or lapse of time or both, would constitute
such a default) under any indenture, mortgage, deed of trust, loan agreement, lease or other
agreement or instrument to which either of the Issuers or any Guarantor is a party or by
which any of them or any of their respective properties may be bound, or (iii) (assuming
compliance with all applicable state securities or Blue Sky laws and assuming the accuracy
of the representations and warranties of the Initial Purchasers in Section 8 hereof)
violates or will violate any statute, judgment, decree, order, rule or regulation applicable
to either of the Issuers or any Guarantor or any of their respective properties or assets,
except for any such conflict, breach or violation that would not, individually or in the
aggregate, have a Material Adverse Effect.
(bb) The Partnership Agreement has been duly authorized, executed and delivered by the
General Partner, and is a valid and legally binding agreement of the General Partner,
enforceable against the General Partner in accordance with its terms.
(cc) The Operating Partnership Agreement has been duly authorized, executed and
delivered by the Operating GP and the Partnership, and is a valid and legally binding
agreement of the Operating GP and the Partnership, enforceable against the Operating GP and
the Partnership in accordance with its terms.
(dd) The Operating GP LLC Agreement has been duly authorized, executed and delivered by
the Partnership and is a valid and legally binding agreement of the Partnership, enforceable
against the Partnership in accordance with its terms.
(ee) The Targa North Texas GP Agreement has been duly authorized, executed and
delivered by the Operating Partnership and is a valid and legally binding agreement of the
Operating Partnership, enforceable against the Operating Partnership in accordance with its
terms.
(ff) The Targa North Texas Partnership Agreement has been duly authorized, executed and
delivered by the Operating Partnership and Targa North Texas GP, and is a valid and legally
binding agreement of the Operating Partnership and Targa North Texas GP, enforceable against
the Operating Partnership and Targa North Texas GP in accordance with its terms.
(gg) The Targa Louisiana Field Services Agreement has been duly authorized, executed
and delivered by Targa North Texas GP and is a valid and legally binding agreement of Targa
North Texas GP, enforceable against Targa North Texas GP in accordance with its terms.
(hh) The Targa Texas Field Services Partnership Agreement has been duly authorized,
executed and delivered by Targa North Texas GP and Targa Resources Texas GP, and is a valid
and legally binding agreement of Targa North Texas GP and Targa Resources Texas GP,
enforceable against Targa North Texas GP and Targa Resources Texas GP in accordance with its
terms.
(ii) The audited consolidated financial statements of the Partnership and its
subsidiaries included in the Offering Memorandum present fairly in all material respects the
financial condition, results of operations and cash flows of the Partnership and its
consolidated subsidiaries as of the dates and for the periods indicated and have been
prepared in accordance with generally accepted accounting principles applied on a consistent
basis throughout the periods involved (except as otherwise noted therein). The summary and
selected financial, statistical and operating information in the Offering Memorandum
accurately present in all material respects the information shown therein and have been
prepared on a basis consistent with the audited financial statements included therein,
except as otherwise stated therein. PricewaterhouseCoopers LLP, which has certified certain
financial statements of the Partnership and its subsidiaries and delivered its report with
respect to the audited consolidated financial statements and schedules included in the
Pricing Disclosure Package and Final Memorandum (the Independent Accountants), is
an independent public accounting firm within the meaning of the Act and the rules and
regulations promulgated thereunder.
(jj) Except as set forth or contemplated in the Offering Memorandum, there is (i) no
action, suit or proceeding before or by any court, arbitrator or governmental agency, body
or official, domestic or foreign, now pending or, to the knowledge of the Partnership,
threatened, to which any of the Issuers or any Guarantor is or may be a party or to which
the business or property of any of the Issuers or any Guarantor is or may be subject, (ii)
no statute, rule, regulation or order that has been enacted, adopted or issued by any
governmental agency and (iii) no injunction, restraining order or order of any nature issued
by a federal or state court or foreign court of competent jurisdiction to which any of the
Issuers or any Guarantor is or may be subject, that, in the case of
clauses (i), (ii)
and (iii) above, is reasonably expected to (A) individually or in the aggregate to
have a Material Adverse Effect, (B) prevent the consummation of the issuance or sale of the
Notes to be sold hereunder, or (C) draw into question the validity of this Agreement.
(kk) Each of the Issuers and the Guarantors possesses such permits, licenses,
approvals, consents and other authorizations (collectively, Governmental Licenses)
issued by the appropriate federal, state, local or foreign regulatory agencies or bodies
necessary to conduct their respective businesses, except where the failure so to possess
would not, singly or in the aggregate, result in a Material Adverse Effect; each of the
Issuers and each Guarantor are in compliance with the terms and conditions of all such
Governmental Licenses, except where the failure so to comply would not, singly or in the
aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid
and in full force and effect, except when the invalidity of such Governmental Licenses or
the failure of such Governmental Licenses to be in full force and effect would not, singly
or in the aggregate, result in a Material Adverse Effect; and except as described in the
Offering Memorandum, each of the Issuers and each Guarantor have not received any notice of
proceedings relating to the revocation or modification of any such Governmental Licenses
which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or
finding, would result in a Material Adverse Effect.
(ll) Since the date of the most recent financial statements appearing in the Offering
Memorandum and except as set forth or contemplated in the Offering Memorandum, (i) none of
the Issuers or the Guarantors has incurred any liabilities or obligations, direct or
contingent, or entered into or agreed to enter into any transactions or contracts (written
or oral) not in the ordinary course of business, which liabilities, obligations,
transactions or contracts would, individually or in the aggregate, be material to the
general affairs, management, business, condition (financial or otherwise), prospects or
results of operations of the Partnership and the Guarantors, taken as a whole and (ii) the
Partnership has not purchased any of its outstanding equity interests, nor declared, paid or
otherwise made any distribution of any kind on its equity interests (other than with respect
to any of the Partnerships subsidiaries, the purchase of, or dividend or distribution on,
capital stock or equity interests owned by the Partnership).
(mm) Except as set forth or contemplated in the Offering Memorandum, each of the
Issuers and the Guarantors has filed all foreign, federal, state and local tax returns that
are required to be filed or has requested extensions thereof, except in any case in which
the failure so to file, individually or in the aggregate, would not have a Material Adverse
Effect, and has paid all taxes required to be paid by it and any other assessment, fine or
penalty levied against it, to the extent that any of the foregoing is due and payable,
except for any such assessment, fine or penalty that is currently being contested in good
faith or as, individually or in the aggregate, would not have a Material Adverse Effect.
(nn) Each of the Issuers and the Guarantors is not now nor after giving effect to the
issuance of the Notes and the execution, delivery and performance of this Agreement, the
Registration Rights Agreement and the Indenture, and the consummation of the transactions
contemplated thereby or described in the Offering Memorandum, will be (i) insolvent, (ii)
left with unreasonably small capital with which to engage in its anticipated
business or (iii) incurring debts or other obligations beyond its ability to pay such
debts or obligations as they become due.
(oo) Any statistical and market-related data included in the Offering Memorandum are
based on or derived from sources that each of the Issuers and the Guarantors believe to be
reliable and accurate, and the Issuers have obtained the written consent to the use of such
data from such sources to the extent required.
(pp) Each of the Issuers and the Guarantors has good and marketable title to all real
property and good title to all personal property described in the Offering Memorandum as
being owned by it free and clear of all Liens, except (i) as described, and subject to
limitations contained, in the Offering Memorandum, (ii) Liens that arise under the Credit
Agreement or (iii) to the extent the failure to have such title or the existence of such
Liens would not, individually or in the aggregate, have a Material Adverse Effect; provided
that, with respect to any real property and buildings held under lease by the Partnership
and the Guarantors, such real property and buildings are held under valid and subsisting and
enforceable leases with such exceptions as do not materially interfere with the use of the
properties of the Partnership and the Guarantors taken as a whole as they have been used in
the past as described in the Offering Memorandum and are proposed to be used in the future
as described in the Offering Memorandum.
(qq) The Partnership and the Guarantors have such easements or rights-of-way
(collectively, rights-of-way) as are necessary to conduct their business in the
manner described, and subject to the limitations contained, in the Offering Memorandum,
except for (i) qualifications, reservations and encumbrances that would not have,
individually or in the aggregate, a Material Adverse Effect, (ii) such rights-of-way that,
if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect
and (iii) rights-of-way held by Affiliates of the Partnership as nominee for the benefit of
the Partnership and the Guarantors.
(rr) Except for such exceptions that would not reasonably be expected to result in a
Material Adverse Effect, (i) each of the Issuers and each Guarantor own or possess, or can
acquire or use on reasonable terms, adequate patents, patents rights, licenses, inventions,
copyrights, know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures), trademarks, service marks,
trade names or other intellectual property (collectively, Intellectual Property)
necessary to carry out their respective businesses now or proposed to be operated by them as
described in the Offering Memorandum, and (ii) each of the Issuers and each Guarantor have
not received any notice and are not otherwise aware of any infringement of or conflict with
asserted rights of others with respect to any Intellectual Property or of any facts or
circumstances that would render any Intellectual Property invalid or inadequate to protect
any of its interest therein.
(ss) There are no legal or governmental proceedings pending or, to the knowledge of the
Partnership, threatened or contemplated, against either of the Issuers or the Guarantors or
any of their respective properties or assets that would be required to be described in a
prospectus pursuant to the Act that are not described in the Offering
Memorandum, nor are there any agreements, contracts, indentures, leases or other
instruments that would be required to be described in a prospectus pursuant to the Act that
are not described in the Offering Memorandum.
(tt) The Partnership is in compliance in all material respects with all applicable
provisions of the Sarbanes Oxley Act of 2002 and the rules and regulations promulgated in
connection therewith (the Sarbanes Oxley Act).
(uu) Except as would not, individually or in the aggregate, result in a Material
Adverse Effect: (i) the Partnership and the Guarantors are and, during the relevant time
periods specified in all applicable statutes of limitation, have been in compliance with
applicable Environmental Laws (as defined below); (ii) the Partnership and the Guarantors
have obtained and are in compliance with all Permits (as defined below) required of them
under applicable Environmental Laws to conduct the Partnerships business as presently
conducted; (iii) none of the Partnership or the Guarantors have received any written notice
of an action, suit, demand, claim, hearing, notice of violation or investigation, or
proceeding, which matter remains unresolved and alleges liability of the Partnership or any
Guarantor under, or violation by the Partnership or any Guarantor of, any Environmental Law,
and to the knowledge of the Partnership, no facts, circumstances or conditions exist that
would reasonably be expected to result in the receipt of such notice; and (iv) there are no
facts, circumstances or conditions relating to the conduct of business of the Partnership or
any Guarantor or to any properties or facilities owned, leased or operated by any of them
including, but not limited to, releases of Hazardous Materials (as defined below) that would
reasonably be expected to give rise to liabilities or obligations under any Environmental
Law.
For purposes of this Agreement: (i) Environmental Law means all federal, state and local
laws, rules (including but not limited to rules of common law), regulations, ordinances,
orders, decrees and other legally-enforceable requirements of any governmental entity
relating to pollution, protection of human health (to the extent relating to exposure to
Hazardous Materials) or the Environment, including those relating to the generation,
storage, treatment, disposal, transport or release of Hazardous Materials; (ii) Hazardous
Material means any (A) hazardous substance as defined in the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, (B) any hazardous waste as
defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or
petroleum product, natural gas, natural gas liquids, or crude oil or any fraction thereof,
(D) any polychlorinated biphenyl and (E) naturally occurring radioactive materials, (F) any
pollutant or contaminant, chemical, material, waste or substance in any form regulated under
or within the meaning of any applicable Environmental Law; and (iii) Permits means any
permit, authorization, license, variance, and approvals required under applicable
Environmental Law; (iv) Environment means ambient air, indoor air, surface water,
groundwater, drinking water, land surface and subsurface strata, and natural resources such
as wetlands, flora and fauna.
(vv) There is no strike, labor dispute, slowdown or work stoppage with the employees of
the Issuers or the Guarantors that is pending or, to the knowledge of the
Partnership, threatened that could reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect.
(ww) No proceedings for the merger, consolidation, liquidation or dissolution of either
of the Issuers or the Guarantors or the sale of all or a material part of the assets of
either of the Issuers and the Guarantors or any material acquisition by either of the
Issuers or any Guarantor are pending that would be required by the Securities Act to be
disclosed in a prospectus included in a Registration Statement on Form S-1 under the
Securities Act.
(xx) (i) The Issuers and the Guarantors have not sustained, since the date of the
latest audited financial statements included in the Offering Memorandum (exclusive of any
amendment or supplement thereto), any loss or interference with its business or properties
from fire, explosion, flood, accident or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, order or decree
(whether domestic or foreign) otherwise than as set forth in the Offering Memorandum
(exclusive of any amendment or supplement thereto) and (ii) since such date, there has not
occurred any change or development, in each case, that could reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect.
(yy) Each of the Issuers and the Guarantors carries or is entitled to the benefits of
insurance relating to their assets, with financially sound and reputable insurers, in such
amounts and covering such risks as is commercially reasonable, and all such insurance is in
full force and effect. Each of the Issuers and the Guarantors has no reason to believe that
they will not be able (i) to renew their existing insurance coverage relating to their
respective assets as and when such policies expire or (ii) to obtain comparable coverage
relating to their respective assets from similar institutions as may be necessary or
appropriate to conduct such business as now conducted and at a cost that would not
reasonably be expected to have a Material Adverse Effect.
(zz) Except as disclosed in the Offering Memorandum, neither of the Issuers nor any
Guarantor is subject to rate regulation under federal law.
(aaa) Each of the Issuers and each Guarantor is in compliance in all material respects
with all presently applicable provisions of the Employee Retirement Income Security Act of
1974, as amended, including the regulations and published interpretations thereunder
(ERISA); no reportable event (as defined in ERISA) has occurred with respect to
any pension plan (as defined in ERISA) for which any Issuer or Guarantor would have any
liability, excluding any reportable event for which a waiver could apply; none of the
Issuers or Guarantors expects to incur liability under (i) Title IV of ERISA with respect to
termination of, or withdrawal from, any pension plan or (ii) Sections 412 or 4971 of the
Internal Revenue Code of 1986, as amended, including the regulations and published
interpretations thereunder (the Code). Neither of the Issuers nor any Guarantor
maintains a pension plan.
(bbb) The Partnership and the Guarantors maintain a system of internal accounting
controls sufficient to provide reasonable assurance that (i) transactions are executed
in accordance with managements general or specific authorizations; (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles and to maintain asset accountability; (iii) access
to assets is permitted only in accordance with managements general or specific
authorization; and (iv) the recorded accountability for assets is compared with the existing
assets at reasonable intervals and appropriate action is taken with respect to any
differences. The Partnerships and the Guarantors internal controls over financial
reporting are effective and none of the Partnership and the Guarantors is aware of any
material weakness in their internal control over financial reporting.
(ccc) (i) The Partnership and the Guarantors have established and maintain disclosure
controls and procedures (to the extent required by and as such term is defined in Rule
13a-15 under the Exchange Act), (ii) such disclosure controls and procedures are designed to
ensure that the information required to be disclosed by the Partnership in the reports filed
or to be filed or submitted under the Exchange Act, as applicable, is accumulated and
communicated to management of the General Partner, including their respective principal
executive officers and principal financial officers, as appropriate, to allow timely
decisions regarding required disclosure to be made and (iii) such disclosure controls and
procedures are effective in all material respects to perform the functions for which they
were established to the extent required by Rule 13a-15 of the Exchange Act.
(ddd) Neither of the Issuers nor any Guarantor is an investment company or promoter
or principal underwriter for an investment company, as such terms are defined in the
Investment Company Act of 1940, as amended (the Investment Company Act), and the
rules and regulations thereunder.
(eee) The descriptions of the Notes, the Indenture and the Registration Rights
Agreement contained in the Offering Memorandum are accurate in all material respects.
(fff) No holder of securities of either of the Issuers or the Guarantors will be
entitled to have such securities registered under the registration statements that may be
required to be filed by the Issuers pursuant to the Registration Rights Agreement other than
as expressly permitted thereby.
(ggg) Immediately after the consummation of the transactions contemplated by this
Agreement, the fair value and present fair saleable value of the assets of each of the
Issuers and the Guarantors (each on a consolidated basis) will exceed the sum of its stated
liabilities and identified contingent liabilities; neither of the Issuers nor the Guarantors
(each on a consolidated basis) is, nor will any of the Issuers nor any Guarantor (each on a
consolidated basis) be, after giving effect to the execution, delivery and performance of
this Agreement, and the consummation of the transactions contemplated hereby, (a) left with
unreasonably small capital with which to carry on its business as it is proposed to be
conducted, (b) unable to pay its debts (contingent or otherwise) as they mature or
(c) otherwise insolvent.
(hhh) None of the Issuers, any Guarantor or any of their respective Affiliates (as
defined in Rule 501(b) of Regulation D under the Act) has directly, or through any agent,
(i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect
of, any security (as defined in the Act) that is or could be integrated with the sale of
the Notes in a manner that would require the registration under the Act of the Notes or
(ii) engaged in any form of general solicitation or general advertising (as those terms are
used in Regulation D under the Act) in connection with the offering of the Notes or in any
manner involving a public offering within the meaning of Section 4(2) of the Act. Assuming
the accuracy of the representations and warranties of the Initial Purchasers in Section 8
hereof, it is not necessary in connection with the offer, sale and delivery of the Notes to
the Initial Purchasers in the manner contemplated by this Agreement to register any of the
Notes under the Act or to qualify the Indenture under the TIA.
(iii) No securities of either of the Issuers or the Guarantors are of the same class
(within the meaning of Rule 144A under the Act) as the Notes and listed on a national
securities exchange registered under Section 6 of the Exchange Act, or quoted in a U.S.
automated inter-dealer quotation system.
(jjj) None of the Issuers or the Guarantors has taken, nor will any of them take,
directly or indirectly, any action designed to, or that would constitute or that might be
reasonably expected to result in, stabilization or manipulation of the price of the Notes.
(kkk) None of the Issuers, the Guarantors, any of their respective Affiliates or any
person acting on its or their behalf (other than the Initial Purchasers) has engaged in any
directed selling efforts (as that term is defined in Regulation S under the Act
(Regulation S)) with respect to the Notes; the Issuers, the Guarantors and their
respective Affiliates and any person acting on its or their behalf (other than the Initial
Purchasers) have complied with the offering restrictions requirement of Regulation S.
(lll) The Issuers have been advised by the PORTAL Market of The NASDAQ OMX Group (the
Portal Market), that the Notes have been designated PORTAL-eligible securities in
accordance with the rules and regulations of the Financial Industry Regulatory Authority.
(mmm) There are no stamp or other issuance or transfer taxes or duties or other similar
fees or charges required to be paid in the United States in connection with the execution
and delivery of this Agreement or the issuance or sale by the Issuers of the Notes.
(nnn) None of the Issuers, the Guarantors or, to the knowledge of the Issuers, any
director, officer, agent, employee or Affiliate of the Issuers or any of the Guarantors is
aware of or has taken any action, directly or indirectly, that would result in a violation
by such Persons of Foreign Corrupt Practices Act of 1977, as amended, and the rules and
regulations thereunder (the FCPA), including, without limitation, making use of
the mails or any means or instrumentality of interstate commerce corruptly in furtherance of
an offer, payment, promise to pay or authorization of the payment of any money, or other
property, gift, promise to give, or authorization of the giving of anything of value to any
foreign official (as such term is defined in the FCPA) or any foreign political party or
official thereof or any candidate for foreign political office, in contravention of the
FCPA; and the Issuers, the Guarantors and, to the knowledge of the Issuers, their
Affiliates have conducted their businesses in compliance with the
FCPA and have instituted
and maintain policies and procedures designed to ensure, and which are reasonably expected
to continue to ensure, continued compliance therewith.
(ooo) The operations of the Issuers and the Guarantors are and have been conducted at
all times in compliance with applicable financial recordkeeping and reporting requirements
of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money
laundering statutes of all jurisdictions, the U.S. PATRIOT Act, the rules and regulations
thereunder, and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any governmental agency (collectively, the Money Laundering
Laws) and no action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving the Issuers or any of the Guarantors with
respect to the Money Laundering Laws is pending or, to the best knowledge of the Issuers,
threatened.
(ppp) None of the Issuers, the Guarantors or, to the knowledge of the Issuers, any
director, officer, agent, employee or Affiliate of the Issuers or any of the Guarantors is
currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control
of the U.S. Department of the Treasury (OFAC); and the Partnership will not
directly or indirectly use the proceeds of the offering of the Notes, or lend, contribute or
otherwise make available such proceeds to any subsidiary, joint venture partner or other
person or entity, for the purpose of financing the activities of any person currently
subject to any U.S. sanctions administered by OFAC.
Any certificate signed by any officer of the Issuers or the Guarantors and delivered to any
Initial Purchaser or to counsel for the Initial Purchasers in connection with the offering of the
Notes shall be deemed a representation and warranty by each of the Issuers or each Guarantor to
each Initial Purchaser as to the matters covered thereby.
Section 3. Purchase, Sale and Delivery of the Notes. On the basis of the
representations, warranties, agreements and covenants herein contained and subject to the terms and
conditions herein set forth, the Issuers agree to issue and sell to the Initial Purchasers, and the
Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective
amounts set forth on Schedule 1 hereto from the Issuers at 97.75% of their principal
amount. One or more certificates in global form for the Notes that the Initial Purchasers have
agreed to purchase hereunder, each in such principal amount as the Initial Purchasers request upon
notice to the Issuers at least 36 hours prior to the Closing Date, shall be delivered by or on
behalf of the Issuers to the Initial Purchasers, against payment by or on behalf of the Initial
Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or
accounts as the Partnership shall specify prior to the Closing Date, or by such means as the
parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes
shall be made at the offices of Vinson & Elkins L.L.P., First City Tower, 1001 Fannin Street, Suite
2500, Houston, Texas at 9:00 A.M. Houston time, on June 18, 2008, or at such other place, time or
date as the Initial Purchasers, on the one hand, and the Issuers, on the other hand, may agree
upon, such time and date of delivery against payment being herein referred to as the Closing
Date.
Section 4. Offering by the Initial Purchasers. The Initial Purchasers propose to make
an offering of the Notes at the price and upon the terms set forth in the Pricing Disclosure
Package and the Final Memorandum as soon as practicable after this Agreement is entered into and as
in the judgment of the Initial Purchasers is advisable.
Section 5. Covenants of the Issuers and the Guarantors. Each Issuer and each
Guarantor covenants and agrees with each of the Initial Purchasers as follows:
(a) Until the later of (i) the completion of the distribution of the Notes by the
Initial Purchasers and (ii) the Closing Date, the Issuers will not amend or supplement the
Pricing Disclosure Package and the Final Memorandum or otherwise distribute or refer to any
written communication (as defined under Rule 405 of the Act) that constitutes an offer to
sell or a solicitation of an offer to buy the Notes (other than the Pricing Disclosure
Package, the Recorded Road Show and the Final Memorandum) unless the Initial Purchasers
shall previously have been advised and furnished a copy for a reasonable period of time
prior to the proposed amendment or supplement. The Issuers will promptly, upon the
reasonable request of the Initial Purchasers or counsel for the Initial Purchasers, make any
amendments or supplements to the Pricing Disclosure Package and the Final Memorandum that
may be necessary or advisable in connection with the resale of the Notes by the Initial
Purchasers.
(b) The Issuers will cooperate with the Initial Purchasers in arranging for the
qualification of the Notes for offering and sale under the securities or Blue Sky laws of
such jurisdictions as the Initial Purchasers may designate and will continue such
qualifications in effect for as long as may be necessary to complete the resale of the
Notes; provided, however, that in connection therewith, the Issuers shall
not be required to qualify as a foreign limited partnership or corporation or to execute a
general consent to service of process in any jurisdiction or subject itself to taxation in
any such jurisdiction where it is not then so subject.
(c) (1) If, at any time prior to the completion of the sale by the Initial Purchasers
of the Notes, any event occurs or information becomes known as a result of which the Pricing
Disclosure Package and the Final Memorandum as then amended or supplemented would include
any untrue statement of a material fact, or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not
misleading, or if for any other reason it is necessary at any time to amend or supplement
the Pricing Disclosure Package and the Final Memorandum to comply with applicable law, the
Issuers will promptly notify the Initial Purchasers thereof and will prepare, at the expense
of the Partnership, an amendment or supplement to the Pricing Disclosure Package and the
Final Memorandum that corrects such statement or omission or effects such compliance and (2)
if at any time prior to the Closing Date (i) any event shall occur or condition shall exist
as a result of which any of the Pricing Disclosure Package as then amended or supplemented
would include any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the circumstances under
which they were made , not misleading or any Issuer Written Communication would conflict
with the Pricing Disclosure Package as then amended or supplemented, or (ii) it is necessary
to amend or
supplement any of the Pricing Disclosure Package so that any of the Pricing Disclosure
Package or any Issuer Written Communication will comply with law, the Issuers will
immediately notify the Initial Purchasers thereof and forthwith prepare and, subject to
paragraph (a) above, furnish to the Initial Purchasers such amendments or supplements to any
of the Pricing Disclosure Package or any Issuer Written Communication (it being understood
that any such amendments or supplements may take the form of an amended or supplemented
Final Memorandum) as may be necessary so that the statements in any of the Pricing
Disclosure Package as so amended or supplemented will not, in light of the circumstances
under which they were made, be misleading or so that any Issuer Written Communication will
not conflict with the Pricing Disclosure Package or so that the Pricing Disclosure Package
or any Issuer Written Communication as so amended or supplemented will comply with law.
(d) The Issuers will, without charge, provide to the Initial Purchasers and to counsel
for the Initial Purchasers as many copies of the Pricing Disclosure Package, any Issuer
Written Communication and the Final Memorandum or any amendment or supplement thereto as the
Initial Purchasers may reasonably request.
(e) The Partnership will apply the net proceeds from the sale of the Notes as set forth
under Use of Proceeds in the Pricing Disclosure Package and the Final Memorandum.
(f) For so long as any of the Notes remain outstanding, the Issuers will furnish to the
Initial Purchasers copies of all reports and other communications (financial or otherwise)
furnished by the Issuers to the Trustee or to the holders of the Notes and, as soon as
available, copies of any reports or financial statements furnished to or filed by the
Issuers with the Commission or any national securities exchange on which any class of
securities of the Issuers may be listed; provided, however, that the Issuers do not need to
furnish such reports, communications or financial statements to the Initial Purchasers if
they are available on the Commissions website.
(g) Prior to the Closing Date, the Issuers will furnish to the Initial Purchasers, as
soon as they have been prepared, a copy of any unaudited interim financial statements of the
Issuers for any period subsequent to the period covered by the most recent financial
statements appearing in the Pricing Disclosure Package and the Final Memorandum; provided,
however, that the Issuers do not need to furnish such financial statements to the Initial
Purchasers if they are available on the Commissions website.
(h) None of the Issuers or any of its Affiliates that it controls will, and the Issuers
will use their commercially reasonable efforts to cause their other Affiliates (other than
Warburg Pincus LLC and its affiliates (other than Targa Resources Investments Inc. and its
subsidiaries)) not to, sell, offer for sale or solicit offers to buy or otherwise negotiate
in respect of any security (as defined in the Act) that could be integrated with the sale
of the Notes in a manner which would require the registration under the Act of the Notes.
(i) The Issuers will not, and will not permit any of their subsidiaries or their
respective Affiliates that they control or persons acting on their behalf to, and the
Issuers will use their commercially reasonable efforts to cause their other Affiliates
(other than Warburg Pincus LLC and its affiliates (other than Targa Resources Investments
Inc. and its subsidiaries)) not to, engage in any form of general solicitation or general
advertising (as those terms are used in Regulation D under the Act) in connection with the
offering of the Notes or in any manner involving a public offering within the meaning of
Section 4(2) of the Act.
(j) For so long as any of the Notes remain outstanding, the Issuers will make available
at their expense, upon request, to any holder of such Notes and any prospective purchasers
thereof the information specified in Rule 144A(d)(4) under the Act, unless either of the
Issuers is then subject to Section 13 or 15(d) of the Exchange Act.
(k) The Issuers will use their commercially reasonable best efforts to (i) permit the
Notes to be designated as PORTAL-eligible securities in accordance with the rules and
regulations adopted by the FINRA relating to trading in the Portal Market and (ii) permit
the Notes to be eligible for clearance and settlement through The Depository Trust Company.
(l) During the period beginning on the date hereof and continuing to the date that is
180 days after the Closing Date, without the prior written consent of Deutsche Bank
Securities Inc., the Issuers will not offer, sell, contract to sell or otherwise dispose of,
except as provided hereunder, any securities of the Issuers (or guaranteed by the Issuers)
that are substantially similar to the Notes.
(m) In connection with Notes offered and sold in an offshore transaction (as defined in
Regulation S) the Issuers will not register any transfer of such Notes not made in
accordance with the provisions of Regulation S and will not, except in accordance with the
provisions of Regulation S, if applicable, issue any such Notes in the form of definitive
securities.
(n) None of the Issuers or any of their Affiliates that they control will engage in any
directed selling efforts (as that term is defined in Regulation S) with respect to the
Notes.
(o) For a period of one year (calculated in accordance with paragraph (d) of Rule 144
under the Act) following the date any Notes are acquired by either of the Issuers or any of
their Affiliates, if the Notes are Registrable Securities (as defined in the Registration
Rights Agreement), neither of the Issuers or any of their respective Affiliates that they
control will sell any such Notes.
(p) For so long as any Notes are outstanding, the Issuers and the Guarantors will
conduct their operations in a manner that will not subject the Issuers or any Guarantor to
registration as an investment company under the Investment Company Act.
(q) Each Note will bear a legend substantially to the following effect until such
legend shall no longer be necessary or advisable because the Notes are no longer subject to
the restrictions on transfer described therein:
(r) THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE SECURITIES ACT), AND ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, OR AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, THE SECURITIES ACT, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION AND
IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS CONTAINED IN THE INDENTURE UNDER WHICH THIS
NOTE WAS ISSUED.
Section 6. Expenses. The Partnership agrees to pay all costs and expenses incident to
the performance of the Issuers obligations under this Agreement, whether or not the transactions
contemplated herein are consummated or this Agreement is terminated pursuant to Section 11 hereof,
including all costs and expenses incident to (i) the printing, word processing or other production
of documents with respect to the transactions contemplated hereby, including any costs of printing
the Pricing Disclosure Package and the Final Memorandum and any amendment or supplement thereto,
and any Blue Sky memoranda, (ii) all arrangements relating to the delivery to the Initial
Purchasers of copies of the foregoing documents, (iii) the fees and disbursements of the counsel,
the accountants and any other experts or advisors retained by the Issuers, (iv) preparation
(including printing), issuance and delivery to the Initial Purchasers of the Notes, (v) the
qualification of the Notes under state securities and Blue Sky laws, including filing fees and
fees and disbursements of counsel for the Initial Purchasers relating thereto, (vi) one half of the
expenses in connection with the roadshow and any other meetings with prospective investors in the
Notes, (vii) fees and expenses of the Trustee including fees and expenses of counsel, (viii) all
expenses and listing fees incurred in connection with the application for quotation of the Notes on
the Portal Market and (ix) any fees charged by investment rating agencies for the rating of the
Notes. If the sale of the Notes provided for herein is not consummated because any condition to
the obligations of the Initial Purchasers set forth in Section 7 hereof is not satisfied, because
this Agreement is terminated pursuant to Section 11(a)(i) or because of any failure, refusal or
inability on the part of the Issuers to perform all obligations and satisfy all conditions on their
part to be performed or satisfied hereunder (other than solely by reason of a default by the
Initial Purchasers of their obligations hereunder after all conditions hereunder have been
satisfied in accordance herewith), the Issuers agree to promptly reimburse the Initial Purchasers
upon demand for all out-of-pocket expenses (including reasonable fees, disbursements and charges of
Cahill Gordon & Reindel LLP, counsel for the Initial Purchasers) that shall have been incurred by
the Initial Purchasers in connection with the proposed purchase and sale of the Notes.
Section 7. Conditions of the Initial Purchasers Obligations. The obligation of the
Initial Purchasers to purchase and pay for the Notes shall, in their sole discretion, be subject to
the satisfaction or waiver of the following conditions on or prior to the Closing Date:
(a) On the Closing Date, the Initial Purchasers shall have received the opinion, dated
as of the Closing Date and addressed to the Initial Purchasers, of Vinson & Elkins L.L.P.,
counsel for the Issuers, in form and substance satisfactory to counsel for the Initial
Purchasers, to the effect that:
(i) Each of the Issuers and the Guarantors has been duly incorporated, formed
or organized, as the case may be, and is validly existing as a limited partnership,
limited liability company or corporation, as applicable, and is in good standing
under the laws of its jurisdiction of incorporation, formation or organization and
has all requisite corporate, limited partnership or limited liability company power
and authority to own its properties and to conduct its business as described in the
Pricing Disclosure Package and the Final Memorandum. Each of the Issuers and the
Guarantors is duly registered or qualified to transact business and is in good
standing, to the extent applicable, as a foreign limited partnership, foreign
limited liability company or foreign corporation in each jurisdiction set forth
opposite its name on Annex I hereto.
(ii) The Partnership has the authorized, issued and outstanding capitalization
set forth in the Pricing Disclosure Package and the Final Memorandum; all of the
outstanding equity interests or shares of capital stock of the Issuers and the
Guarantors have been duly authorized and validly issued, are fully paid (to the
extent required by their respective Organizational Documents) and nonassessable
(except as such nonassessability may be affected by Section 18-607 and 18-804 of the
Delaware LLC Act and Section 17-607 and 17-804 of the Delaware LP Act, as
applicable) and, to our knowledge, were not issued in violation of any preemptive or
similar rights; all of the outstanding equity interests or shares of capital stock
of their subsidiaries are owned, directly or indirectly, by the Partnership, free
and clear of all Liens (other than (i) those created by or arising under the laws of
the State of Delaware, (ii) restrictions on transferability and other Liens
described in the Pricing Disclosure Package and the Final Memorandum, (iii) those
arising under the Credit Agreement, (iv) those arising under the Targa Credit
Agreement and (v) those imposed by the Act and the securities or Blue Sky laws of
certain jurisdictions) in respect of which a financing statement under the Uniform
Commercial Code of the State of Delaware naming the Partnership or each of the
Guarantors, as applicable, as debtor is on file as of a recent date in the office of
the Secretary of State of the State of Delaware or (ii) otherwise known to us
without independent investigation.
(iii) The Issuers and each Guarantor have all requisite corporate, partnership
or limited liability company power and authority to execute, deliver and perform
each of their obligations under the Indenture, the Notes, the Exchange Notes and the
Private Exchange Notes; the Indenture meets the requirements for qualification under
the TIA; the Indenture has been duly and validly authorized by the Issuers and each
Guarantor and, when duly executed and delivered by the Issuers and each Guarantor
(assuming the due authorization, execution and delivery thereof by the Trustee),
will constitute the valid and legally binding agreement of the Issuers and each
Guarantor, enforceable against the Issuers and each Guarantor in
accordance with its terms, except that the enforcement thereof may be
subject to the Enforceability Exceptions.
(iv) The Notes have each been duly and validly authorized by the Issuers and,
when duly executed and delivered by the Issuers and paid for by the Initial
Purchasers in accordance with the terms of this Agreement (assuming the due
authorization, execution and delivery of the Indenture by the Trustee and due
authentication and delivery of the Notes by the Trustee in accordance with the
Indenture), will constitute the valid and legally binding obligations of the
Issuers, entitled to the benefits of the Indenture, and enforceable against the
Issuers in accordance with their terms, except that the enforcement thereof may be
subject to the Enforceability Exceptions.
(v) The Guarantees have been duly and validly authorized by the Guarantors and
when the Notes have been paid for by the Initial Purchasers in accordance with the
terms of this Agreement (assuming the due authorization, execution and delivery of
the Indenture by the Trustee and due authentication of the Notes by the Trustee in
accordance with the Indenture), will constitute the valid and legally binding
obligations of the Guarantors, entitled to the benefits of the Indenture, and
enforceable against the Guarantors in accordance with their terms, except that the
enforcement thereof may be subject to the Enforceability Exceptions
(vi) The Exchange Notes and the Private Exchange Notes have been duly and
validly authorized by the Issuers, and if and when the Exchange Notes and the
Private Exchange Notes are duly executed and delivered by the Issuers in accordance
with the terms of the Registration Rights Agreement and the Indenture (assuming the
due authorization, execution and delivery of the Indenture by the Trustee and due
authentication and delivery of the Exchange Notes and the Private Exchange Notes by
the Trustee in accordance with the Indenture), will constitute the valid and legally
binding obligations of the Issuers, entitled to the benefits of the Indenture, and
enforceable against the Issuers in accordance with their terms, except that the
enforcement thereof may be subject to the Enforceability Exceptions.
(vii) The Issuers and the Guarantors have all requisite partnership, limited
liability company or corporate power and authority to execute, deliver and perform
their obligations under the Registration Rights Agreement; the Registration Rights
Agreement has been duly and validly authorized by the Issuers and the Guarantors
and, when duly executed and delivered by the Issuers and the Guarantors (assuming
due authorization, execution and delivery thereof by the Initial Purchasers), will
constitute the valid and legally binding agreement of the Issuers and the
Guarantors, enforceable against the Issuers and the Guarantors in accordance with
its terms, except that (A) the enforcement thereof may be subject to the
Enforceability Exceptions and (B) any rights to indemnity or contribution thereunder
may be limited by federal and state securities laws and public policy
considerations.
(viii) The Issuers have all requisite corporate or partnership power and
authority to execute, deliver and perform their obligations under this Agreement and
to consummate the transactions contemplated hereby; this Agreement and the
consummation by the Issuers of the transactions contemplated hereby have been duly
and validly authorized by the Issuers. This Agreement has been duly executed and
delivered by the Issuers.
(ix) The descriptions of the Indenture, the Notes and the Registration Rights
Agreement contained in the Pricing Disclosure Package and the Final Memorandum are
accurate in all material respects.
(x) Except as set forth or contemplated in the Pricing Disclosure Package and
the Final Memorandum, to our knowledge, no legal or governmental proceedings are
pending or threatened to which either of the Issuers or any of the Guarantors is a
party or to which the property or assets of the Issuers or any Guarantor is subject
that, if determined adversely to the Issuers or the Guarantors, could be reasonably
expected to result, individually or in the aggregate, in a Material Adverse Effect,
or that seeks to restrain, enjoin, prevent the consummation of or otherwise
challenge the issuance or sale of the Notes to be sold hereunder or the consummation
of the other transactions described in the Pricing Disclosure Package and the Final
Memorandum under the caption Use of Proceeds.
(xi) The execution, delivery and performance of this Agreement, the Indenture,
the Registration Rights Agreement and the consummation of the transactions
contemplated hereby and thereby (including, without limitation, the issuance and
sale of the Notes to the Initial Purchasers) will not constitute or result in a
breach or a default under (or an event that with notice or passage of time or both
would constitute a default under) any of (i) the terms or provisions of any Contract
listed on Annex II hereto, except for any such conflict, breach, violation, default
or event that could not reasonably be expected to, individually or in the aggregate,
have a Material Adverse Effect, (ii) the Organizational Documents of any of the
Issuers or the Guarantors, or (iii) any statute, judgment, decree, order, rule or
regulation (excluding any securities laws, rules or regulations) known to such
counsel to be applicable to the Issuers or any of the Guarantors or any of their
respective properties or assets, except for any such conflict, breach or violation
that would not, individually or in the aggregate, have a Material Adverse Effect.
(xii) No consent, approval, authorization or order of any governmental
authority is required for the issuance and sale by the Issuers of the Notes to the
Initial Purchasers or the consummation by the Issuers of the other transactions
contemplated hereby, except such as may be required under Blue Sky laws, as to which
such counsel need express no opinion, and those which have previously been obtained.
(xiii) To the knowledge of such counsel, there are no legal or governmental
proceedings involving or affecting the Issuers or the Guarantors or any of their
respective properties or assets that would be required to be described in a
prospectus pursuant to the Act that are not described in the Pricing Disclosure
Package and the Final Memorandum, nor are there any material contracts or other
documents that would be required to be described in a prospectus pursuant to the Act
that are not described in the Pricing Disclosure Package and the Final Memorandum.
(xiv) None of the Issuers or the Guarantors is, or immediately after the sale
of the Notes to be sold hereunder and the application of the proceeds from such sale
(as described in the Pricing Disclosure Package and the Final Memorandum under the
caption Use of Proceeds) will be, an investment company as such term is defined
in the Investment Partnership Act of 1940, as amended.
(xv) No registration under the Act of the Notes is required in connection with
the sale of the Notes to the Initial Purchasers as contemplated by this Agreement
and the Pricing Disclosure Package and the Final Memorandum or in connection with
the initial resale of the Notes by the Initial Purchasers in accordance with
Section 8 of this Agreement, and prior to the commencement of the Exchange Offer (as
defined in the Registration Rights Agreement) or the effectiveness of the Shelf
Registration Statement (as defined in the Registration Rights Agreement), the
Indenture is not required to be qualified under the TIA, in each case assuming
(i) (A) that the purchasers who buy such Notes in the initial resale thereof are
qualified institutional buyers as defined in Rule 144A promulgated under the Act
(QIBs) or (B) that the offer or sale of the Notes is made in an offshore
transaction as defined in Regulation S, (ii) the accuracy of the Initial Purchasers
representations in Section 8 and those of the Issuers contained in this Agreement
regarding the absence of a general solicitation in connection with the sale of such
Notes to the Initial Purchasers and the initial resale thereof and (iii) the due
performance by the Initial Purchasers of the agreements set forth in Section 8
hereof.
At the time the foregoing opinion is delivered, Vinson & Elkins L.L.P. shall additionally
state that it has participated in conferences with officers and other representatives of the
Issuers, representatives of the independent public accountants for the Issuers, representatives of
the Initial Purchasers and counsel for the Initial Purchasers, at which conferences the contents of
the Pricing Disclosure Package and the Final Memorandum and related matters were discussed, and,
although it has not independently verified and is not passing upon and assumes no responsibility
for the accuracy, completeness or fairness of the statements contained in the Pricing Disclosure
Package or the Final Memorandum (except to the extent specified in subsection 7(a)(ix)), no facts
have come to its attention which lead it to believe that the Pricing Disclosure Package, as of the
Time of Execution or at the Closing Date, or that the Final Memorandum, as of its date or at the
Closing Date, contained an untrue statement of a material fact or omitted to state a material fact
necessary to make the statements contained therein, in light of the circumstances under which they
were made, not misleading (it being understood that such firm need make no comment with respect to
the financial statements and related notes thereto and the other financial and accounting data
derived from the Issuers books and records included in the Pricing Disclosure Package or the Final
Memorandum).
The opinion and advice of Vinson & Elkins L.L.P. described in this Section shall be rendered
to the Initial Purchasers at the request of the Partnership and shall so state therein.
(b) On the Closing Date, the Initial Purchasers shall have received the opinion, in
form and substance satisfactory to the Initial Purchasers, dated as of the Closing Date and
addressed to the Initial Purchasers, of Cahill Gordon & Reindel LLP, counsel for the Initial
Purchasers, with respect to certain legal matters relating to this Agreement and such other
related matters as the Initial Purchasers may reasonably require. In rendering such
opinion, Cahill Gordon & Reindel LLP shall have received and may rely upon such certificates
and other documents and information as it may reasonably request to pass upon such matters.
(c) On the date hereof, the Initial Purchasers shall have received from the Independent
Accountants a comfort letter dated the date hereof, in form and substance satisfactory to
counsel for the Initial Purchasers with respect to the audited and any unaudited financial
information in the Pricing Disclosure Package. On the Closing Date, the Initial Purchasers
shall have received from the Independent Accountants a comfort letter dated the Closing
Date, in form and substance satisfactory to counsel for the Initial Purchasers, which shall
refer to the comfort letter dated the date hereof and reaffirm or update as of a more recent
date, the information stated in the comfort letter dated the date hereof and similarly
address the audited and any unaudited financial information in the Final Memorandum.
(d) The representations and warranties of the Issuers and the Guarantors contained in
this Agreement shall be true and correct on and as of the Time of Execution and on and as of
the Closing Date as if made on and as of the Closing Date; the statements of the Issuers
officers made pursuant to any certificate delivered in accordance with the provisions hereof
shall be true and correct on and as of the date made and on and as of the Closing Date; the
Issuers shall have performed all covenants and agreements and satisfied all conditions on
their part to be performed or satisfied hereunder at or prior to the Closing Date; and,
except as described in the Pricing Disclosure Package and the Final Memorandum (exclusive of
any amendment or supplement thereto after the date hereof), subsequent to the date of the
most recent financial statements in such Pricing Disclosure Package and the Final
Memorandum, there shall have been no event or development, and no information shall have
become known, that, individually or in the aggregate, has or would be reasonably likely to
have a Material Adverse Effect.
(e) The sale of the Notes hereunder shall not be enjoined (temporarily or permanently)
on the Closing Date.
(f) Subsequent to the date of the most recent financial statements in the Pricing
Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement
thereto after the date hereof), none of the Issuers or any of the Guarantors shall have
sustained any loss or interference with respect to its business or properties from fire,
flood, hurricane, accident or other calamity, whether or not covered by insurance, or from
any strike, labor dispute, slow down or work stoppage or from any legal or
governmental proceeding, order or decree, which loss or interference, individually or
in the aggregate, has or would be reasonably likely to have a Material Adverse Effect.
(g) The Initial Purchasers shall have received:
(x) a certificate, dated the Closing Date, signed by the President or any Executive
Vice President and the Chief Financial Officer of the General Partner, to the effect that:
(i) the representations and warranties of the Partnership contained in this
Agreement are true and correct on and as of the Time of Execution and on and as of
the Closing Date, and the Partnership has performed all covenants and agreements and
satisfied all conditions on its part to be performed or satisfied hereunder at or
prior to the Closing Date;
(ii) at the Closing Date, since the date hereof or since the date of the most
recent financial statements in the Pricing Disclosure Package and the Final
Memorandum (exclusive of any amendment or supplement thereto after the date
hereof), no event or development has occurred, and no information has become known,
that, individually or in the aggregate, has or would be reasonably likely to have a
Material Adverse Effect; and
(iii) the sale of the Notes hereunder has not been enjoined (temporarily or
permanently); and
(y) a certificate, dated the Closing Date, signed by the President or any Executive
Vice President and the Chief Financial Officer of the Finance Co, to the effect that:
(iv) the representations and warranties of the Finance Co contained in this
Agreement are true and correct on and as of the Time of Execution and on and as of
the Closing Date, and the Finance Co has performed all covenants and agreements and
satisfied all conditions on its part to be performed or satisfied hereunder at or
prior to the Closing Date;
(v) at the Closing Date, since the date hereof or since the date of the most
recent financial statements in the Pricing Disclosure Package and the Final
Memorandum (exclusive of any amendment or supplement thereto after the date
hereof), no event or development has occurred, and no information has become known,
that, individually or in the aggregate, has or would be reasonably likely to have a
Material Adverse Effect; and
(vi) the sale of the Notes hereunder has not been enjoined (temporarily or
permanently).
(h) On the Closing Date, the Initial Purchasers shall have received the Registration
Rights Agreement executed by the Issuers and the Guarantors and such agreement shall be in
full force and effect.
On or before the Closing Date, the Initial Purchasers and counsel for the Initial Purchasers
shall have received such further documents, opinions, certificates, letters and schedules or
instruments relating to the business, corporate, legal and financial affairs of the Issuers and the
Guarantors as they shall have heretofore reasonably requested from the Issuers.
All such documents, opinions, certificates, letters, schedules or instruments delivered
pursuant to this Agreement will comply with the provisions hereof only if they are reasonably
satisfactory in all material respects to the Initial Purchasers and counsel for the Initial
Purchasers. The Issuers shall furnish to the Initial Purchasers such conformed copies of such
documents, opinions, certificates, letters, schedules and instruments in such quantities as the
Initial Purchasers shall reasonably request.
Section 8. Offering of Notes; Restrictions on Transfer.
(a) Each of the Initial Purchasers agrees with the Issuers (as to itself only) that (i) it has
not and will not solicit offers for, or offer or sell, the Notes by any form of general
solicitation or general advertising (as those terms are used in Regulation D under the Act) or in
any manner involving a public offering within the meaning of Section 4(2) of the Act; and (ii) it
has and will solicit offers for the Notes only from, and will offer the Notes only to (A) in the
case of offers inside the United States, persons whom the Initial Purchasers reasonably believe to
be QIBs or, if any such person is buying for one or more institutional accounts for which such
person is acting as fiduciary or agent, only when such person has represented to the Initial
Purchasers that each such account is a QIB, to whom notice has been given that such sale or
delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A
and (B) in the case of offers outside the United States, to persons other than U.S. persons
(non-U.S. purchasers, which term shall include dealers or other professional fiduciaries in the
United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate
or trust)); provided, however, that, in the case of this clause (B), in purchasing
such Notes such persons are deemed to have represented and agreed as provided under the caption
Notice to Investors contained in the Pricing Disclosure Package and the Final Memorandum.
(b) Each of the Initial Purchasers represents and warrants (as to itself only) that (1) it is
a QIB and (2) with respect to offers and sales outside the United States that (i) it has and will
comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers,
sells or delivers Notes or has in its possession or distributes any Pricing Disclosure Package or
Final Memorandum or any such other material, in all cases at its own expense; (ii) the Notes have
not been and will not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons except in accordance with Regulation S under the Act or pursuant to an
exemption from the registration requirements of the Act; and (iii) it has offered the Notes and
will offer and sell the Notes (A) as part of its distribution at any time and (B) otherwise until
40 days after the later of the commencement of the offering and the Closing Date, only in
accordance with Rule 903 of Regulation S and, accordingly, neither it nor any persons acting on its
behalf have engaged or will engage in any directed selling efforts (within the meaning of
Regulation S) with respect to the Notes, and any such persons have complied and will comply with
the offering restrictions requirement of Regulation S.
(c) Each Initial Purchaser, severally and not jointly, represents and warrants and agrees with
the Issuers that:
(i) in relation to each Member State (each, a Relevant Member State)
of the European Economic Area that has implemented Directive 2003/71/EC (including
any relevant implementing measure in each Relevant Member State, the Prospectus
Directive), with effect from and including the date on which the Prospectus
Directive is implemented in that Relevant Member State (the Relevant
Implementation Date), it has not made and will not make an offer of Notes to
the public (as such expression is defined in Section 17) in that Relevant Member
State prior to the publication of a prospectus in relation to the Notes that has
been approved by the competent authority in that Relevant Member State or, where
appropriate, approved in another Relevant Member State and notified to the competent
authority in that Relevant Member State, all in accordance with the Prospectus
Directive, except that it may, with effect from and including the Relevant
Implementation Date, make an offer of Notes to the public in that Relevant Member
State at any time: (A) to legal entities which are authorized or regulated to
operate in the financial markets or, if not so authorized or regulated, whose
corporate purpose is solely to invest in securities; (B) to any legal entity which
has two or more of (1) an average of at least 250 employees during the last
financial year; (2) a total balance sheet of more than 43,000,000 and (3) an
annual net turnover of more than 50,000,000, as shown in its last annual or
consolidated accounts; or (C) in any other circumstances which do not require the
publication by the Issuers of a prospectus pursuant to Article 3 of the Prospectus
Directive;
(ii) it has only communicated or caused to be communicated and will only
communicate or cause to be communicated an invitation or inducement to engage in
investment activity (within the meaning of Section 21 of the Financial Services and
Markets Act of 2000 (the FSMA)) received by it in connection with the
issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does
not apply to the Issuers;
(iii) it has complied and will comply with all applicable provisions of the
FSMA with respect to anything done by it in relation to the Notes in, from or
otherwise involving the United Kingdom; and
(iv) it has not, directly or indirectly, offered or sold and will not, directly
or indirectly, offer or sell in the Netherlands any Notes with a denomination of
less than 50,000 (or its other currency equivalent) other than to persons who
trade or invest in securities in the conduct of a profession or business (which
includes banks, stockbrokers, insurance companies, pension funds, other
institutional investors and finance companies and treasury departments of large
enterprises) unless one of the other exemptions from or exceptions to the
prohibition contained in article 3 of the Dutch Securities Transactions Supervision
Act 1995 (Wet toezicht effectenverkeer 1995) is applicable and the conditions
attached to such exemption or exception are complied with.
Terms used in this Section 8 and not defined in this Agreement have the meanings given to them
in Regulation S.
Section 9. Indemnification and Contribution.
(a) The Issuers agree to indemnify and hold harmless each Initial Purchaser and each person,
if any, who controls any Initial Purchaser within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act against any losses, claims, damages or liabilities to which any
Initial Purchaser or such controlling person may become subject under the Act, the Exchange Act or
otherwise, insofar as any such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon the following:
(i) any untrue statement or alleged untrue statement of any material fact
contained in the Pricing Disclosure Package, any Issuer Written Communication or
Final Memorandum or any amendment or supplement thereto; or
(ii) the omission or alleged omission to state, in the Pricing Disclosure
Package, any Issuer Written Communication or the Final Memorandum or any amendment
or supplement thereto, a material fact required to be stated therein or necessary to
make the statements therein not misleading;
and will reimburse, as incurred, the Initial Purchasers and each such controlling person for any
legal or other expenses reasonably incurred by the Initial Purchasers or such controlling person in
connection with investigating, defending against or appearing as a third-party witness in
connection with any such loss, claim, damage, liability or action; provided,
however, the Issuers will not be liable in any such case to the extent that any such loss,
claim, damage, or liability arises out of or is based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in the Pricing Disclosure Package or Final
Memorandum or any amendment or supplement thereto in reliance upon and in conformity with written
information concerning the Initial Purchasers furnished to the Partnership by the Initial
Purchasers through Deutsche Bank Securities Inc. specifically for use therein. The indemnity
provided for in this Section 9 will be in addition to any liability that the Partnership may
otherwise have to the indemnified parties. The Issuers shall not be liable under this Section 9
for any settlement of any claim or action effected without its prior written consent, which shall
not be unreasonably withheld.
(b) Each Initial Purchaser, severally and not jointly, agrees to indemnify and hold harmless
each of the Issuers, its directors, its officers and each person, if any, who controls the Issuers
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any losses,
claims, damages or liabilities to which the Issuers or any such director, officer or controlling
person may become subject under the Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon
(i) any untrue statement or alleged untrue statement of any material fact contained in the Pricing
Disclosure Package or Final Memorandum or any amendment or supplement thereto, or (ii) the omission
or the alleged omission to state therein a material fact required to be stated in the Pricing
Disclosure Package or Final Memorandum or any amendment or supplement thereto, or necessary to make
the statements therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information concerning such
Initial Purchaser, furnished to the Issuers by the Initial Purchasers through Deutsche Bank
Securities Inc. specifically for use therein; and subject to the limitation set forth immediately
preceding this clause, will reimburse, as incurred, any legal or other expenses reasonably incurred
by the Issuers or any such director, officer or controlling person in connection with investigating
or defending against or appearing as a third party witness in connection with any such loss, claim,
damage, liability or action in respect thereof. The indemnity provided for in this Section 9 will
be in addition to any liability that the Initial Purchasers may otherwise have to the indemnified
parties. The Initial Purchasers shall not be liable under this Section 9 for any settlement of any
claim or action effected without their consent, which shall not be unreasonably withheld.
(c) Promptly after receipt by an indemnified party under this Section 9 of notice of the
commencement of any action for which such indemnified party is entitled to indemnification under
this Section 9, such indemnified party will, if a claim in respect thereof is to be made against
the indemnifying party under this Section 9, notify the indemnifying party of the commencement
thereof in writing; but the omission to so notify the indemnifying party (i) will not relieve it
from any liability under paragraph (a) or (b) above unless and to the extent such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not,
in any event, relieve the indemnifying party from any obligations to any indemnified party other
than the indemnification obligation provided in paragraphs (a) and (b) above. In case any such
action is brought against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate therein and, to the
extent that it may wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified party;
provided, however, that if (i) the use of counsel chosen by the indemnifying party
to represent the indemnified party would present such counsel with a conflict of interest, (ii) the
defendants in any such action include both the indemnified party and the indemnifying party and the
indemnified party shall have been advised by counsel that there may be one or more legal defenses
available to it and/or other indemnified parties that are different from or additional to those
available to the indemnifying party, or (iii) the indemnifying party shall not have employed
counsel reasonably satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after receipt by the indemnifying party of notice of the institution of such
action, then, in each such case, the indemnifying party shall not have the right to direct the
defense of such action on behalf of such indemnified party or parties and such indemnified party or
parties shall have the right to select separate counsel to defend such action on behalf of such
indemnified party or parties. After notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof and approval by such indemnified party of counsel
appointed to defend such action, the indemnifying party will not be liable to such indemnified
party under this Section 9 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such indemnified party in connection with the defense
thereof, unless (i) the indemnified party shall have employed separate counsel in accordance with
the proviso to the immediately preceding sentence (it being understood, however, that in connection
with such action the indemnifying party shall not be liable for the expenses of more than one
separate counsel (in addition to local counsel) in any one action or separate but substantially
similar actions in the same jurisdiction arising out of the same general allegations or
circumstances, designated by the Initial Purchasers in the case of paragraph (a) of this Section 9
or the Issuers in the case of paragraph (b) of this Section 9, representing the indemnified parties
under such
paragraph (a) or paragraph (b), as the case may be, who are parties to such action or actions) or
(ii) the indemnifying party has authorized in writing the employment of counsel for the indemnified
party at the expense of the indemnifying party. All fees and expenses reimbursed pursuant to this
paragraph (c) shall be reimbursed as they are incurred. After such notice from the indemnifying
party to such indemnified party, the indemnifying party will not be liable for the costs and
expenses of any settlement of such action effected by such indemnified party without the prior
written consent of the indemnifying party (which consent shall not be unreasonably withheld),
unless such indemnified party waived in writing its rights under this Section 9, in which case the
indemnified party may effect such a settlement without such consent. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any settlement or compromise of
any pending or threatened proceeding in respect of which any indemnified party is or could have
been a party, or indemnity could have been sought hereunder by any indemnified party, unless such
settlement (A) includes an unconditional written release of the indemnified party, in form and
substance reasonably satisfactory to the indemnified party, from all liability on claims that are
the subject matter of such proceeding and (B) does not include any statement as to an admission of
fault, culpability or failure to act by or on behalf of any indemnified party.
(d) In circumstances in which the indemnity agreement provided for in the preceding paragraphs
of this Section 9 is unavailable to, or insufficient to hold harmless, an indemnified party in
respect of any losses, claims, damages or liabilities (or actions in respect thereof), each
indemnifying party, in order to provide for just and equitable contribution, shall contribute to
the amount paid or payable by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the
relative benefits received by the indemnifying party or parties on the one hand and the indemnified
party on the other from the offering of the Notes or if the allocation provided by the foregoing
clause (i) is not permitted by applicable law, not only such relative benefits but also the
relative fault of the indemnifying party or parties on the one hand and the indemnified party on
the other in connection with the statements or omissions or alleged statements or omissions that
resulted in such losses, claims, damages or liabilities (or actions in respect thereof). The
relative benefits received by the Issuers on the one hand and any Initial Purchaser on the other
shall be deemed to be in the same proportion as the total proceeds from the offering (before
deducting expenses) received by the Issuers bear to the total discounts and commissions received by
such Initial Purchaser. The relative fault of the parties shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by the
Issuers on the one hand, or such Initial Purchaser on the other, the parties relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission
or alleged statement or omission, and any other equitable considerations appropriate in the
circumstances. The Issuers and the Initial Purchasers agree that it would not be equitable if the
amount of such contribution were determined by pro rata or per capita allocation or by any other
method of allocation that does not take into account the equitable considerations referred to in
the first sentence of this paragraph (d). Notwithstanding any other provision of this
paragraph (d), no Initial Purchaser shall be obligated to make contributions hereunder that in the
aggregate exceed the total discounts, commissions and other compensation received by such Initial
Purchaser under this Agreement, less the aggregate amount of any damages that such Initial
Purchaser has otherwise been required to pay by reason of the untrue or alleged untrue statements
or the omissions or alleged omissions to state a material fact, and no person guilty of fraudulent
misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes
of this paragraph (d), each person, if any, who controls an Initial Purchaser within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act shall have the same rights to contribution
as the Initial Purchasers, and each director of the Issuers, each officer of the Issuers and each
person, if any, who controls the Issuers within the meaning of Section 15 of the Act or Section 20
of the Exchange Act, shall have the same rights to contribution as the Partnership.
Section 10. Survival Clause. The respective representations, warranties, agreements,
covenants, indemnities and other statements of each of the Issuers, its officers and the Initial
Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement
shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of
any of the Issuers, any of each of its officers or directors, the Initial Purchasers or any
controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the Notes.
The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 9,
10 and 15 hereof shall remain in full force and effect, regardless of any termination or
cancellation of this Agreement.
Section 11. Termination.
(a) This Agreement may be terminated in the sole discretion of the Initial Purchasers by
notice to the Issuers given prior to the Closing Date in the event that the Issuers shall have
failed, refused or been unable to perform all obligations and satisfy all conditions on its part to
be performed or satisfied hereunder at or prior thereto or, if, after the date hereof and at or
prior to the Closing Date,
(i) trading in securities of the Partnership shall have been suspended by the
Commission or the NASDAQ National Market;
(ii) there shall have been, in the sole judgment of the Initial Purchasers, any
event or development that, individually or in the aggregate, has or could be
reasonably likely to have a Material Adverse Effect (including without limitation a
change in control of the Issuers or the Guarantors), except in each case as
described in the Pricing Disclosure Package and the Final Memorandum (exclusive of
any amendment or supplement thereto);
(iii) trading in securities generally on the New York Stock Exchange, American
Stock Exchange or the NASDAQ National Market shall have been suspended or materially
limited or minimum or maximum prices shall have been established on any such
exchange or market;
(iv) a banking moratorium shall have been declared by New York or United States
authorities or a material disruption in commercial banking or securities settlement
or clearance services in the United States shall have occurred;
(v) there shall have been (A) an outbreak or escalation of hostilities between
the United States and any foreign power or (B) an outbreak or escalation of any
other insurrection or armed conflict involving the United States or any other
national or international calamity or emergency, which in the case of (A) and (B)
above and in the sole judgment of the Initial Purchasers, makes it impracticable or
inadvisable to proceed with the offering or the delivery of the Notes as
contemplated by the Pricing Disclosure Package and the Final Memorandum; or
(vi) any securities of the Partnership shall have been downgraded by any
nationally recognized statistical rating organization or any such organization shall
have publicly announced that it has under surveillance or review, or has changed its
outlook with respect to, its ratings of any securities of the Partnership (other
than an announcement with positive implications of a possible upgrading).
(b) Termination of this Agreement pursuant to this Section 11 shall be without liability of
any party to any other party except as provided in Section 10 hereof.
Section 12. Information Supplied by the Initial Purchasers. The statements set forth
in the last paragraph on the front cover page (as such paragraph is supplemented by the item on
Annex A) and in the first sentence of the third paragraph, the third sentence of the
seventh paragraph and the fifth, sixth and ninth paragraphs under the heading Private Placement
in the Preliminary Memorandum and the Final Memorandum (to the extent such statements relate to the
Initial Purchasers) constitute the only information furnished by the Initial Purchasers to the
Issuers for the purposes of Sections 2(a) and 9 hereof.
Section 13. Notices. All communications hereunder shall be in writing and, if sent to
the Initial Purchasers, shall be mailed or delivered to Deutsche Bank Securities Inc., 60 Wall
Street, New York, New York 10005, Attention: Corporate Finance Department; if sent to the
Partnership, shall be mailed or delivered to the Partnership at 1000 Louisiana, Suite 4300,
Houston, Texas 77002, Attention: Chief Financial Officer; with a copy to Vinson & Elkins L.L.P.,
First City Tower, 1001 Fannin Street, Suite 2500, Houston, Texas 77002, Attention: Christopher S.
Collins.
All such notices and communications shall be deemed to have been duly given: when delivered
by hand, if personally delivered; five business days after being deposited in the mail, postage
prepaid, if mailed; and one business day after being timely delivered to a next-day air courier.
Section 14. Successors. This Agreement shall inure to the benefit of and be binding
upon the Initial Purchasers, the Issuers and their respective successors and legal representatives,
and nothing expressed or mentioned in this Agreement is intended or shall be construed to give any
other person any legal or equitable right, remedy or claim under or in respect of this Agreement,
or any provisions herein contained; this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and for the benefit of
no other person except that (i) the indemnities of the Issuers contained in Section 9 of this
Agreement shall also be for the benefit of any person or persons who control the Initial Purchasers
within the meaning of Section 15 of the Act or Section 20 of the Exchange
Act and (ii) the indemnities of the Initial Purchasers contained in Section 9 of this
Agreement shall also be for the benefit of the directors of the Issuers, its officers and any
person or persons who control the Issuers within the meaning of Section 15 of the Act or Section 20
of the
Exchange Act. No purchaser of Notes from the Initial Purchasers will be deemed a successor
because of such purchase.
Section 15. APPLICABLE LAW. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND
THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN,
WITHOUT GIVING EFFECT TO ANY PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW.
Section 16. No Advisory or Fiduciary Responsibility. The Issuers acknowledge and
agree that (i) the purchase and sale of the Notes pursuant to this Agreement is an arms-length
commercial transaction between the Issuers, on the one hand, and the Initial Purchasers, on the
other, (ii) in connection therewith and with the process leading to such transaction each Initial
Purchaser is acting solely as a principal and not the agent or fiduciary of any of the Issuers,
(iii) no Initial Purchaser has assumed an advisory or fiduciary responsibility in favor of any of
the Issuers with respect to the offering contemplated hereby or the process leading thereto
(irrespective of whether such Initial Purchaser has advised or is currently advising any of the
Issuers on other matters) or any other obligation to the Issuers except the obligations expressly
set forth in this Agreement and (iv) each of the Issuers has consulted its own legal and financial
advisors to the extent it deemed appropriate. Each of the Issuers agrees that it will not claim
that any Initial Purchaser has rendered advisory services of any nature or respect, or owes a
fiduciary or similar duty to any of the Issuers, in connection with such transaction or the process
leading thereto.
Section 17. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.
If the foregoing correctly sets forth our understanding, please indicate your acceptance
thereof in the space provided below for that purpose, whereupon this letter shall constitute a
binding agreement between the Issuers and the Initial Purchasers.
|
|
|
|
|
|
|
|
|
|
|
|
|
Very truly yours, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TARGA RESOURCES PARTNERS LP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
|
Targa Resources GP LLC |
|
|
|
|
|
|
its General Partner |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Matthew J. Meloy |
|
|
|
|
|
|
|
|
|
|
Name: Matthew J. Meloy
|
|
|
|
|
|
|
|
|
|
|
Title: Vice President Finance and Treasurer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TARGA RESOURCES PARTNERS |
|
|
|
|
FINANCE CORPORATION |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Matthew J. Meloy |
|
|
|
|
|
|
|
|
|
|
Name: Matthew J. Meloy
|
|
|
|
|
|
|
|
|
|
|
Title: Vice President Finance and Treasurer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TARGA RESOURCES OPERATING GP LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Matthew J. Meloy |
|
|
|
|
|
|
|
|
|
|
Name: Matthew J. Meloy
|
|
|
|
|
|
|
|
|
|
|
Title: Vice President Finance and Treasurer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TARGA RESOURCES OPERATING LP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
Targa Resources Operating GP LLC, |
|
|
|
|
|
|
|
|
|
|
Its General Partner |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Matthew J. Meloy |
|
|
|
|
|
|
|
|
|
|
Name: Matthew J. Meloy
|
|
|
|
|
|
|
|
|
|
|
Title: Vice President Finance and Treasurer |
|
|
Signature Page Purchase Agreement
|
|
|
|
|
|
|
|
|
|
|
|
|
TARGA NORTH TEXAS GP LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Matthew J. Meloy |
|
|
|
|
|
|
|
|
|
|
Name: Matthew J. Meloy
|
|
|
|
|
|
|
|
|
|
|
Title: Vice President Finance and Treasurer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TARGA NORTH TEXAS LP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
Targa North Texas GP LLC, |
|
|
|
|
|
|
|
|
|
|
Its General Partner |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Matthew J. Meloy |
|
|
|
|
|
|
|
|
|
|
Name: Matthew J. Meloy
|
|
|
|
|
|
|
|
|
|
|
Title: Vice President Finance and Treasurer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TARGA INTRASTATE PIPELINE LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Matthew J. Meloy |
|
|
|
|
|
|
|
|
|
|
Name: Matthew J. Meloy
|
|
|
|
|
|
|
|
|
|
|
Title: Vice President Finance and Treasurer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TARGA RESOURCES TEXAS GP LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Matthew J. Meloy |
|
|
|
|
|
|
|
|
|
|
Name: Matthew J. Meloy
|
|
|
|
|
|
|
|
|
|
|
Title: Vice President Finance and Treasurer |
|
|
Signature Page Purchase Agreement
|
|
|
|
|
|
|
|
|
TARGA TEXAS FIELD SERVICES LP |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
Targa Resources Texas GP LLC, |
|
|
|
|
|
|
Its General Partner |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Matthew J. Meloy |
|
|
|
|
|
|
Name: Matthew J. Meloy
|
|
|
|
|
|
|
Title: Vice President Finance and Treasurer |
|
|
|
|
|
|
|
|
|
|
|
TARGA LOUISIANA FIELD SERVICES LLC |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Matthew J. Meloy |
|
|
|
|
|
|
Name: Matthew J. Meloy
|
|
|
|
|
|
|
Title: Vice President Finance and Treasurer |
|
|
|
|
|
|
|
|
|
|
|
TARGA LOUISIANA INTRASTATE LLC |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Matthew J. Meloy |
|
|
|
|
|
|
Name: Matthew J. Meloy
|
|
|
|
|
|
|
Title: Vice President Finance and Treasurer |
|
|
Signature Page Purchase Agreement
The foregoing Agreement is hereby confirmed
and accepted as of the date first above written.
DEUTSCHE BANK SECURITIES INC.
on behalf of itself and the other Initial Purchasers
|
|
|
|
|
By:
|
|
/s/ Steve Cunningham |
|
|
Name:
|
|
Steve Cunningham
|
|
|
Title:
|
|
Managing Director |
|
|
|
|
|
|
|
By:
|
|
/s/ Martin Arzac |
|
|
Name:
|
|
Martin Arzac
|
|
|
Title:
|
|
Director |
|
|
Signature Page Purchase Agreement
SCHEDULE 1
|
|
|
|
|
Initial Purchaser |
|
Principal Amount of Notes |
|
Deutsche Bank Securities Inc. |
|
$ |
62,500,000 |
|
Credit Suisse Securities (USA) LLC |
|
|
45,000,000 |
|
Banc of America Securities LLC |
|
|
42,500,000 |
|
Lehman Brothers Inc. |
|
|
18,750,000 |
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated |
|
|
18,750,000 |
|
Greenwich Capital Markets, Inc. |
|
|
18,750,000 |
|
Wachovia Capital Markets, LLC |
|
|
18,750,000 |
|
BNP Paribas Securities Corp. |
|
|
5,000,000 |
|
Piper Jaffray & Co. |
|
|
5,000,000 |
|
RBC Capital Markets Corporation |
|
|
5,000,000 |
|
Comerica Securities, Inc |
|
|
5,000,000 |
|
BBVA Securities Inc. |
|
|
5,000,000 |
|
|
|
|
|
|
Total |
|
$ |
250,000,000 |
|
|
|
|
|
SCHEDULE 2
Subsidiaries of the Partnership
|
|
|
Name |
|
Jurisdiction of Organization |
Targa Resources Partners Finance Corporation
|
|
Delaware |
Targa Resources Operating GP LLC
|
|
Delaware |
Targa Resources Operating LP
|
|
Delaware |
Targa North Texas GP LLC
|
|
Delaware |
Targa North Texas LP
|
|
Delaware |
Targa Intrastate Pipeline LLC
|
|
Delaware |
Targa Resources Texas GP LLC
|
|
Delaware |
Targa Texas Field Services LP
|
|
Delaware |
Targa Louisiana Field Services LLC
|
|
Delaware |
Targa Louisiana Intrastate LLC
|
|
Delaware |
ANNEX A
Supplement Dated June 12, 2008 to Preliminary Offering Memorandum Dated June 6, 2008.
exv99w1
Exhibit 99.1
TARGA RESOURCES PARTNERS LP PRICES $250 MILLION OF SENIOR NOTES
HOUSTON June 13, 2008 Targa Resources Partners LP (Targa Resources Partners or the Partnership)
(NASDAQ: NGLS) and its subsidiary Targa Resources Partners Finance Corporation announced today an
offering in the United States to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the Securities Act), to persons outside of the United States
pursuant to Regulation S under the Securities Act, and to accredited investors in Canada pursuant
to applicable private placement exemptions, of $250 million in aggregate principal amount of 8.25%
senior unsecured notes due 2016 at an offering price equal to 100% of par.
The offering is expected to close on June 18, 2008, subject to customary closing conditions. The
Partnership intends to use the net proceeds from the offering to repay borrowings under its senior
secured credit facility.
The offering has not been registered under the Securities Act, or any state securities laws, and
unless so registered, the securities may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act and applicable state securities laws. The senior unsecured notes are expected to
be eligible for trading by qualified institutional buyers under Rule 144A and non-US persons under
Regulation S. This announcement shall not constitute an offer to sell or a solicitation of an offer
to buy any of these securities, except as required by law.
Forward-Looking Statements
Certain statements in this release are forward-looking statements within the meaning of Section
27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All
statements, other than statements of historical facts, included in this release that address
activities, events or developments that the Partnership expects, believes or anticipates will or
may occur in the future are forward-looking statements. These forward-looking statements rely on a
number of assumptions concerning future events and are subject to a number of uncertainties,
factors and risks, many of which are outside Targa Resources Partners control, which could cause
results to differ materially from those expected by management of Targa Resources Partners.
Investor contact:
Matt Meloy
Vice President Finance and Treasurer
713-584-1092