as the Borrower,
as the Administrative Agent, Collateral Agent, Swing Line Lender
and
L/C Issuer,
and
THE ROYAL BANK OF SCOTLAND plc,
as the Co-Syndication Agents,
and
BARCLAYS BANK PLC
as the Co-Documentation Agents,
WELLS FARGO SECURITIES, LLC
and
RBS SECURITIES INC.
as
Joint Lead Arrangers and Co-Book Managers
Section | Page | |||
ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS | 1 | |||
1.01 Defined Terms | 1 | |||
1.02 Other Interpretive Provisions | 31 | |||
1.03 Accounting Terms | 31 | |||
1.04 Rounding | 32 | |||
1.05 Times of Day | 32 | |||
1.06 Letter of Credit Amounts | 32 | |||
ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS | 32 | |||
2.01 The Loans | 32 | |||
2.02 Borrowings, Conversions and Continuations of Loans | 33 | |||
2.03 Letters of Credit | 35 | |||
2.04 Swing Line Loans | 44 | |||
2.05 Prepayments | 47 | |||
2.06 Termination or Reduction of Revolving Credit Commitments | 49 | |||
2.07 Repayment of Loans | 50 | |||
2.08 Interest | 50 | |||
2.09 Fees | 51 | |||
2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate | 51 | |||
2.11 Evidence of Debt | 52 | |||
2.12 Payments Generally; Administrative Agent’s Clawback | 52 | |||
2.13 Sharing of Payments by Lenders | 54 | |||
2.14 Increase in Revolving Credit Commitments or Term Loans | 55 | |||
2.15 Cash Collateral | 57 | |||
2.16 Defaulting Lenders | 58 | |||
ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY | 60 | |||
3.01 Taxes | 60 | |||
3.02 Illegality | 63 | |||
3.03 Inability to Determine Rates | 64 | |||
3.04 Increased Costs; Reserves on Eurodollar Rate Loans | 64 | |||
3.05 Compensation for Losses | 66 | |||
3.06 Mitigation Obligations; Replacement of Lenders | 67 | |||
3.07 Survival | 67 | |||
ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS | 67 | |||
4.01 Conditions of Initial Credit Extension | 67 | |||
4.02 Conditions to all Credit Extensions | 70 | |||
ARTICLE V. REPRESENTATIONS AND WARRANTIES | 71 | |||
5.01 Existence, Qualification and Power; Compliance with Laws | 71 | |||
5.02 Authorization; No Contravention | 71 | |||
5.03 Governmental Authorization; Other Consents | 72 | |||
5.04 Binding Effect | 72 | |||
5.05 Financial Statements; No Material Adverse Effect | 72 | |||
5.06 Litigation | 73 | |||
5.07 No Default | 73 |
i
Section | Page | |||
5.08 Ownership of Property; Liens | 73 | |||
5.09 Environmental Compliance | 74 | |||
5.10 Insurance | 74 | |||
5.11 Taxes | 74 | |||
5.12 ERISA Compliance | 74 | |||
5.13 Subsidiaries; Equity Interests; Taxpayer Identification Number | 75 | |||
5.14 Margin Regulations; Investment Company Act | 76 | |||
5.15 Disclosure | 76 | |||
5.16 Compliance with Laws | 76 | |||
5.17 Intellectual Property; Licenses, Etc. | 76 | |||
5.18 Labor Disputes and Acts of God | 77 | |||
5.19 Solvency | 77 | |||
5.20 Credit Arrangements | 77 | |||
5.21 Real Property | 77 | |||
5.22 Labor Matters | 77 | |||
5.23 Security Documents | 77 | |||
ARTICLE VI. AFFIRMATIVE COVENANTS | 78 | |||
6.01 Financial Statements | 78 | |||
6.02 Certificates; Other Information | 79 | |||
6.03 Notices | 82 | |||
6.04 Payment of Obligations | 82 | |||
6.05 Preservation of Existence, Etc. | 82 | |||
6.06 Maintenance of Properties | 82 | |||
6.07 Maintenance of Insurance | 83 | |||
6.08 Compliance with Laws | 83 | |||
6.09 Books and Records | 83 | |||
6.10 Inspection Rights | 83 | |||
6.11 Use of Proceeds | 84 | |||
6.12 Additional Subsidiaries and Guarantors | 84 | |||
6.13 Agreement to Deliver Security Documents | 84 | |||
6.14 Perfection and Protection of Security Interests and Liens | 85 | |||
6.15 Performance on the Borrower’s Behalf | 85 | |||
6.16 Environmental Matters; Environmental Reviews | 85 | |||
6.17 Compliance with Agreements | 86 | |||
6.18 Designation and Conversion of Restricted and Unrestricted Subsidiaries | 86 | |||
6.19 Maintenance of Corporate Separateness | 87 | |||
ARTICLE VII. NEGATIVE COVENANTS | 87 | |||
7.01 Liens | 87 | |||
7.02 Investments | 89 | |||
7.03 Indebtedness | 91 | |||
7.04 Subordinated Indebtedness | 92 | |||
7.05 Fundamental Changes | 93 | |||
7.06 Dispositions | 93 | |||
7.07 Restricted Payments | 95 | |||
7.08 Change in Nature of Business | 95 | |||
7.09 Transactions with Affiliates | 95 | |||
7.10 Burdensome Agreements | 96 | |||
7.11 Prohibited Contracts | 96 | |||
7.12 Limitation on Credit Extensions | 96 | |||
7.13 Use of Proceeds | 97 |
ii
Section | Page | |||
7.14 Interest Coverage Ratio | 97 | |||
7.15 Leverage Ratios | 97 | |||
7.16 Negative Pledge | 97 | |||
ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES | 98 | |||
8.01 Events of Default | 98 | |||
8.02 Remedies Upon Event of Default | 100 | |||
8.03 Application of Funds | 101 | |||
ARTICLE IX. ADMINISTRATIVE AGENT | 102 | |||
9.01 Appointment and Authority | 102 | |||
9.02 Rights as a Lender | 102 | |||
9.03 Exculpatory Provisions | 103 | |||
9.04 Reliance by Agent | 103 | |||
9.05 Delegation of Duties | 104 | |||
9.06 Resignation of Agent | 104 | |||
9.07 Non-Reliance on Agent and Other Lenders | 105 | |||
9.08 No Other Duties, Etc. | 105 | |||
9.09 Administrative Agent May File Proofs of Claim | 105 | |||
9.10 Collateral and Guaranty Matters | 106 | |||
9.11 Indemnification of Agents | 107 | |||
9.12 Intercreditor Agreement | 107 | |||
ARTICLE X. MISCELLANEOUS | 108 | |||
10.01 Amendments, Etc. | 108 | |||
10.02 Notices; Effectiveness; Electronic Communication | 110 | |||
10.03 No Waiver; Cumulative Remedies | 112 | |||
10.04 Expenses; Indemnity; Damage Waiver | 113 | |||
10.05 Payments Set Aside | 115 | |||
10.06 Successors and Assigns | 115 | |||
10.07 Treatment of Certain Information; Confidentiality | 120 | |||
10.08 Deposit Accounts; Right of Setoff | 121 | |||
10.09 Interest Rate Limitation | 122 | |||
10.10 Counterparts; Integration; Effectiveness | 122 | |||
10.11 Survival of Representations and Warranties | 122 | |||
10.12 Severability | 122 | |||
10.13 Replacement of Lenders | 123 | |||
10.14 Governing Law; Jurisdiction; Etc. | 123 | |||
10.15 Waiver of Jury Trial and Special Damages | 125 | |||
10.16 No Advisory or Fiduciary Responsibility | 126 | |||
10.17 Electronic Execution of Assignments and Certain Other Documents | 126 | |||
10.18 USA PATRIOT Act Notice | 126 | |||
10.19 No General Partner’s Liability | 127 | |||
10.20 Time of the Essence | 127 | |||
10.21 ENTIRE AGREEMENT | 127 | |||
10.22 Special Provisions | 127 | |||
SIGNATURES | S-1 |
iii
1.01 | Certain Permitted Hedging Parties | |||||
2.01 | Commitments and Applicable Percentages | |||||
4.01 | Security Documents | |||||
5.13 | Subsidiaries; Equity Interests; Taxpayer Identification Number | |||||
5.21 | (a) | Material Fee Properties | ||||
5.21 | (b) | Material Pipelines | ||||
7.09 | Affiliate Transactions | |||||
10.02 | Administrative Agent’s Office; Certain Addresses for Notices | |||||
10.06 | Processing and Recordation Fees | |||||
EXHIBITS | ||||||
Form of | ||||||
A | Committed Loan Notice | |||||
B | Swing Line Loan Notice | |||||
C-1 | Term Note | |||||
C-2 | Revolving Credit Note | |||||
D | Compliance Certificate | |||||
E | Assignment and Assumption | |||||
F | Guaranty | |||||
G | Opinion Matters | |||||
H | Pledge and Security Agreement | |||||
I | Intercreditor Agreement |
iv
DEFINITIONS AND ACCOUNTING TERMS
1
2
Consolidated Funded | ||||||||||||||
Indebtedness to | ||||||||||||||
Consolidated | Revolver Eurodollar | |||||||||||||
Pricing Level | Adjusted EBITDA | Commitment Fee | Rate | Revolver Base Rate | ||||||||||
1 | Greater than or equal to 5.00 to 1.0 | 0.50 | % | 3.50 | % | 2.50 | % | |||||||
2 | Less than 5.00 to 1.00 but greater than or equal to 4.50 to 1.0 | 0.50 | % | 3.25 | % | 2.25 | % | |||||||
3 | Less than 4.50 to 1.00 but greater than or equal to 4.00 to 1.0 | 0.50 | % | 3.00 | % | 2.00 | % | |||||||
4 | Less than 4.00 to 1.00 but greater than or equal to 3.50 to 1.0 | 0.50 | % | 2.75 | % | 1.75 | % | |||||||
5 | Less than 3.50 to 1.00 but greater than or equal to 3.00 to 1.0 | 0.50 | % | 2.50 | % | 1.50 | % | |||||||
6 | Less than 3.00 to 1.00 | 0.50 | % | 2.25 | % | 1.25 | % |
3
4
5
(a) Targa shall cease to Control General Partner, or any Person, other than Targa or a Person Controlled by Targa, shall Control General Partner, in each case other than as a result of the acquisition, directly or indirectly, by the Borrower of 100% of the Equity Interests of the General Partner; |
(b) At any time after the acquisition, directly or indirectly, by the Borrower of 100% of the Equity Interests of the General Partner (i) any Person (other than the Borrower or any Loan Party) has beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of any of the Equity Interests in the General Partner or (ii) any Person, entity or group (other than any Targa Parent or a Person who is an Affiliate of Targa Parent on the date of this Agreement) has beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 35% or more of the equity interests in the Borrower; |
(c) General Partner shall cease for any reason to be the sole General Partner of the Borrower; or |
(d) Any change of control or similar event occurs under the terms of any indenture, note agreement or other agreement governing any outstanding Unsecured Note Indebtedness that result in such Unsecured Note Indebtedness becoming due and payable before its maturity or being subject to a repurchase, retirement or redemption right or option; or |
(e) Less than 50% of Targa’s Consolidated assets, after deducting therefrom the value (net of any applicable reserves) of all goodwill, trade names, trademarks, patents and other like intangible assets, are in the Present Line of Business. |
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
THE COMMITMENTS AND CREDIT EXTENSIONS
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
TAXES, YIELD PROTECTION AND ILLEGALITY
60
61
62
63
64
65
66
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
67
68
69
70
REPRESENTATIONS AND WARRANTIES
71
72
73
74
75
76
77
AFFIRMATIVE COVENANTS
78
79
80
81
82
83
84
85
86
NEGATIVE COVENANTS
87
88
89
90
91
92
93
94
95
96
97
EVENTS OF DEFAULT AND REMEDIES
98
99
100
101
ADMINISTRATIVE AGENT
102
103
104
105
106
107
MISCELLANEOUS
108
109
110
111
112
113
114
115
116
117
118
119
120
121
122
123
124
125
126
127
128
TARGA RESOURCES PARTNERS LP | ||||||
By: | Targa Resources GP LLC, its general partner | |||||
By: | /s/ Mathew J. Meloy | |||||
Matthew J. Meloy | ||||||
Vice President – Finance and Treasurer |
BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent | ||||
By: | /s/ Kathleen M. Carry | |||
Name: | Kathleen M. Carry | |||
Title: | Vice President |
BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender | ||||
By: | /s/ Adam H. Fey | |||
Name: | Adam H. Fey | |||
Title: | Vice President |
THE ROYAL BANK OF SCOTLAND plc, as Co-Syndication Agent and as a Lender | ||||
By: | /s/ Steve Ray | |||
Name: | Steve Ray | |||
Title: | Senior Vice President | |||
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agent and as a Lender | ||||
By: | /s/ Doug McDowell | |||
Name: | Doug McDowell | |||
Title: | Vice President Senior Portfolio Manager | |||
BARCLAYS BANK PLC, as Co-Documentation Agent and as a Lender | ||||
By: | /s/ Ann E. Sutton | |||
Name: | Ann E. Sutton | |||
Title: | Director | |||
DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agent | ||||
By: | /s/ David E. Sisler | |||
Name: | David E. Sisler | |||
Title: | Director | |||
By: | /s/ Michael Getz | |||
Name: | Michael Getz | |||
Title: | Associate | |||
DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender | ||||
By: | /s/ Carin Keegan | |||
Name: | Carin Keegan | |||
Title: | Director | |||
By: | /s/ Omayra Laucella | |||
Name: | Omayra Laucella | |||
Title: | Vice President | |||
COMPASS BANK, as a Lender | ||||
By: | /s/ Greg Determann | |||
Name: | Greg Determann | |||
Title: | Senior Vice President | |||
BNP PARIBAS, as a Lender | ||||
By: | /s/ Chris Lyons | |||
Name: | Chris Lyons | |||
Title: | Managing Director | |||
By: | /s/ Andrew Ostrov | |||
Name: | Andrew Ostrov | |||
Title: | Director | |||
CITIBANK, N.A., as a Lender | ||||
By: | /s/ Todd Mogil | |||
Name: | Todd Mogil | |||
Title: | Vice President | |||
JPMORGAN CHASE BANK, N.A., as a Lender | ||||
By: | /s/ Robert Traband | |||
Name: | Robert Traband | |||
Title: | Managing Director | |||
ROYAL BANK OF CANADA, as a Lender | ||||
By: | /s/ Jason S. York | |||
Name: | Jason S. York | |||
Title: | Authorized Signatory | |||
ING CAPITAL LLC, as a Lender | ||||
By: | /s/ Subha Pasumarti | |||
Name: | Subha Pasumarti | |||
Title: | Director | |||
SUMITOMO MITSUI BANKING CORPORATION, as a Lender | ||||
By: | /s/ Masakazu Hasegawa | |||
Name: | Masakazu Hasegawa | |||
Title: | General Manager | |||
MORGAN STANLEY BANK, N.A., as a Lender | ||||
By: | /s/ Sherrese Clarke | |||
Name: | Sherrese Clarke | |||
Title: | Authorized Signatory | |||
UBS LOAN FINANCE LLC, as a Lender | ||||
By: | /s/ Irja R. Otsa | |||
Name: | Irja R. Otsa | |||
Title: | Associate Director | |||
By: | /s/ April Varner-Nanton | |||
Name: | April Varner-Nanton | |||
Title: | Director | |||
COMERICA BANK, as a Lender | ||||
By: | /s/ Greg Smith | |||
Name: | Greg Smith | |||
Title: | Senior Vice President | |||
U.S. BANK NATIONAL ASSOCIATION, as a Lender | ||||
By: | /s/ Daria M. Mahoney | |||
Name: | Daria M. Mahoney | |||
Title: | Vice President | |||
CAPITAL ONE, N.A., as a Lender | ||||
By: | /s/ Peter Shen | |||
Name: | Peter Shen | |||
Title: | Vice President | |||
RAYMOND JAMES BANK, FSB, as a Lender | ||||
By: | /s/ Garrett McKinnon | |||
Name: | Garrett McKinnon | |||
Title: | Senior Vice President | |||
NATIXIS, as a Lender | ||||
By: | /s/ Daniel Payer | |||
Name: | Daniel Payer | |||
Title: | Managing Director | |||
By: | /s/ Timothy L. Polvado | |||
Name: | Timothy L. Polvado | |||
Title: | Senior Managing Director | |||
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender | ||||
By: | /s/ Nupur Kumar | |||
Name: | Nupur Kumar | |||
Title: | Vice President | |||
By: | /s/ Lynne-Marie Paquette | |||
Name: | Lynne-Marie Paquette | |||
Title: | Associate | |||
AMEGY BANK NATIONAL ASSOCIATION, as a Lender | ||||
By: | /s/ Charles W. Patterson | |||
Name: | Charles W. Patterson | |||
Title: | Senior Vice President | |||
CATERPILLAR FINANCIAL SERVICES CORPORATION, as a Lender | ||||
By: | /s/ Roger Scott Freistat | |||
Name: | Roger Scott Freistat | |||
Title: | Credit Manager | |||
GOLDMAN SACHS BANK USA,as a Lender | ||||
By: | /s/ Mark Walton | |||
Name: | Mark Walton | |||
Title: | Authorized Signatory | |||
Barclays Bank PLC
Bank of Montreal
BNP Paribas
BP Corporation North America Inc.
Compass Bank, Birmingham, AL
ConocoPhillips Gas Power Marketing, a division of ConocoPhillips, Inc.
Coral Energy Resources LP
Credit Suisse Energy LLC
Deutsche Bank AG, New York Branch
ExxonMobil Corporation
J. Aron & Company
J.P.Morgan Ventures Energy Corporation
Merrill Lynch Commodities, Inc.
Morgan Stanley Capital Group Inc.
Sempra Energy Trading Group
Shell Trading (US) Company
Société Générale
The Bank of Nova Scotia
The Royal Bank of Scotland PLC
Wells Fargo Bank, National Association
* | In each case, the Hedging Party shall be the Affiliate which is trading entity of the counterparties specified above. |
AND APPLICABLE PERCENTAGES
Applicable | ||||||||
Lender | Commitment | Percentage | ||||||
Bank of America, N.A. | $ | 72,000,000 | 6.545454545 | % | ||||
The Royal Bank of Scotland plc | $ | 72,000,000 | 6.545454545 | % | ||||
Wells Fargo Bank, National Association | $ | 72,000,000 | 6.545454545 | % | ||||
Barclays Bank PLC | $ | 67,000,000 | 6.090909091 | % | ||||
Deutsche Bank Trust Company Americas | $ | 67,000,000 | 6.090909091 | % | ||||
Compass Bank | $ | 58,000,000 | 5.272727273 | % | ||||
BNP Paribas | $ | 58,000,000 | 5.272727273 | % | ||||
Citibank, N.A. | $ | 58,000,000 | 5.272727273 | % | ||||
JPMorgan Chase Bank, N.A. | $ | 58,000,000 | 5.272727273 | % | ||||
Royal Bank of Canada | $ | 58,000,000 | 5.272727273 | % | ||||
ING Capital LLC | $ | 46,000,000 | 4.181818182 | % | ||||
Sumitomo Mitsui Banking Corporation | $ | 46,000,000 | 4.181818182 | % | ||||
Morgan Stanley Bank, N.A. | $ | 46,000,000 | 4.181818182 | % | ||||
UBS Loan Finance LLC | $ | 46,000,000 | 4.181818182 | % | ||||
Comerica Bank | $ | 46,000,000 | 4.181818182 | % | ||||
U.S. Bank National Association | $ | 40,000,000 | 3.636363636 | % | ||||
Capital One, N.A. | $ | 35,000,000 | 3.181818182 | % | ||||
Raymond James Bank, FSB | $ | 35,000,000 | 3.181818182 | % | ||||
Natixis | $ | 35,000,000 | 3.181818182 | % | ||||
Credit Suisse AG, Cayman Islands Branch | $ | 30,000,000 | 2.727272727 | % | ||||
Amegy Bank National Association | $ | 25,000,000 | 2.272727273 | % | ||||
Caterpillar Financial Services Corporation | $ | 25,000,000 | 2.272727273 | % | ||||
Goldman Sachs Bank USA | $ | 5,000,000 | 0.454545455 | % | ||||
Total | $ | 1,100,000,000 | 100.000000000 | % |
1. | Amended and Restated Continuing Guaranty | |
2. | Amended and Restated Pledge and Security Agreement | |
3. | The following Mortgages: |
(a) | Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statementfrom Targa North Texas LP to PRLAP, Inc., Trustee, and Bank of America, N.A., Collateral Agent, dated effective February 14, 2007, as amended by that certainFirst Amendment to Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statementfrom Targa North Texas LP to PRLAP, Inc., Trustee, and Bank of America, N.A., Collateral Agent, effective July 19, 2010 recorded in Archer, Clay, Denton, Eastland, Haskell, Jack, Montague, Palo Pinto, Parker, Shackelford, Stephens, Throckmorton, Wise and Young Counties, TX with respect to the following properties: |
(b) | Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statementfrom Targa North Texas LP to PRLAP, Inc. Trustee, and Bank of America, N.A., Collateral Agent, Effective February 14, 2007, as amended by that certainFirst Amendment to Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statementfrom Targa North Texas LP to PRLAP, Inc. Trustee, and Bank of America, N.A., Collateral Agent, effective July 19, 2010 recorded in Wise County, TX with respect to the following properties: |
(c) | Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statementfrom Targa Intrastate Pipeline LLC to PRLAP, Inc., Trustee, and Bank of America, N.A., Collateral Agent, dated effective February 14, 2007, as amended by that certainFirst Amendment to Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statementfrom Targa Intrastate Pipeline LLC to PRLAP, Inc., Trustee, and Bank of America, N.A., Collateral Agent, effective July 19, 2010 recorded in Haskell, Shackelford, Throckmorton, Wise and Young Counties, TX with respect to the following property: |
(d) | Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statementfrom Targa Louisiana Field Services LLC to Bank of America, N.A., Collateral Agent, dated effective October 24, 2007, as amended by that certainFirst Amendment to and Notice of Reinscription of Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statementfrom Targa Louisiana Field Services LLC to Bank of America, N.A., Collateral Agent, effective July 19, 2010 recorded in Acadia, Allen, Beauregard, |
Calcasieu, Cameron, Evangeline, Jefferson Davis, Lafayette, Rapides, St. Martin and Vermilion Parishes, LA with respect to the following properties: |
(e) | Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statementfrom Targa Louisiana Field Services LLC to Bank of America, N.A., Collateral Agent, dated effective October 24, 2007, as amended by that certainFirst Amendment to and Notice of Reinscription of Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statementfrom Targa Louisiana Field Services LLC to Bank of America, N.A., Collateral Agent, effective July 19, 2010 recorded in Acadia and Calcasieu Parishes, LA with respect to the following properties: |
(f) | Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statementfrom Targa Louisiana Intrastate LLC to Bank of America, N.A., Collateral Agent, dated effective October 24, 2007, as amended by that certainFirst Amendment to and Notice of Reinscription of Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statementfrom Targa Louisiana Intrastate LLC to Bank of America, N.A., Collateral Agent, effective July 19, 2010 recorded in Acadia, Beauregard and Calcasieu Parishes, LA with respect to the following properties: |
(g) | Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statementfrom Targa Texas Field Services LP to PRLAP, Inc. Trustee, and Bank of America, N.A., Collateral Agent, effective October 24, 2007 as amended by that certainFirst Amendment to Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statementfrom Targa Texas Field Services LP to PRLAP, Inc. Trustee, and Bank of America, N.A., Collateral Agent, effective July 19, 2010 recorded in Coke, Glasscock, Howard, Irion, Midland, Mitchell, Reagan, Schleicher, Sterling and Tom Green Counties, TX with respect to the following property: |
(h) | Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing StatementfromTarga Texas Field Services LPto PRLAP, Inc. Trustee, and Bank of America, N.A., Collateral Agent, effective October 24, 2007, as amended by that certainFirst Amendment to Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing StatementfromTarga Texas Field Services LPto PRLAP, Inc. Trustee, and Bank of America, N.A., Collateral Agent, effective July 19, 2010 recorded in Irion and Sterling Counties, TX with respect to the following properties: |
(i) | Act of Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statementfrom Targa Downstream LP to Bank of America, N.A., as Collateral Agent, dated September 24, 2009, as amended by that certainFirst Amendment to and Notice of Reinscription of Act of Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statementfrom Targa Downstream LP to Bank of America, N.A., as Collateral Agent, effective July 19, 2010 recorded in Acadia, Calcasieu, Cameron, Jefferson Davis and Tangipahoa Parishes, LA with respect to the following properties: |
(j) | Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statementfrom Targa Downstream LP to James McKellar, as Trustee, for the benefit of Bank of America, N.A., as Collateral Agent, dated September 24, 2009, as amended by that certain First Amendment to Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statementfrom Targa Downstream LP to James McKellar, as Trustee, for the benefit of Bank of America, N.A., as Collateral Agent, effective July 19, 2010 recorded in Forrest and Washington Counties, MS with respect to the following properties: |
(k) | Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statementfrom Targa Downstream LP to PRLAP, Inc., as Trustee, for the benefit of Bank of America, N.A., as Collateral Agent, dated September 24, 2009, as amended by that certain First Amendment to Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statementfrom Targa Downstream LP to PRLAP, Inc., as Trustee, for the benefit of Bank of America, N.A., as Collateral Agent, effective July 19, 2010 recorded in Chambers, Gregg, Harris, Jefferson, Orange, Smith, Taylor and Wise Counties, TX with respect to the following properties: |
(l) | Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statementfrom Targa Downstream LP for the benefit of Bank of America, N.A., as Collateral Agent, dated September 24, 2009, as amended by that certainFirst Amendment to Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statementfrom Targa Downstream LP for the benefit of Bank of America, N.A., as Collateral Agent, effective July 19, 2010 recorded in Broward County, FL with respect to the following property: |
(m) | Act of Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statementfrom Targa NGL Pipeline company LLC to Bank of America, N.A., as Collateral Agent, dated September 24, 2009, as amended by that certain First Amendment to Act of Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement from Targa NGL Pipeline company LLC to Bank of America, N.A., as Collateral Agent, effective July 19, 2010 recorded in Calcesieu Parish, LA with respect to the following property: |
(n) | Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statementfrom Targa NGL Pipeline Company LLC to PRLAP, Inc., as Trustee, for the benefit of Bank of America, N.A., as Collateral Agent dated September 24, 2009, as amended by that certainFirst Amendment to Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statementfrom Targa NGL Pipeline Company LLC to PRLAP, Inc., as Trustee, for the benefit of Bank of America, N.A., as Collateral Agent effective July 19, 2010 recorded in Chambers, Harris, Hardin, Jefferson, Liberty and Orange Counties, TX with respect to the following property: |
(o) | Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statementfrom Targa LSNG LP to PRLAP, Inc., as Trustee, for the benefit of Bank of America, N.A., as Collateral Agent dated September 24, 2009, as amended by that certain First Amendment to Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statementfrom Targa LSNG LP to PRLAP, Inc., as Trustee, for the benefit of Bank of America, N.A., as Collateral Agent effective July 19, 2010 recorded in Chambers County, TX with respect to the following property: |
(p) | Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statementfrom Targa Permian LP to PRLAP, Inc., as Trustee, for the benefit of Bank |
of America, N.A., as Collateral Agent effective July 19, 2010 recorded in Andrews, Crane, Ector, Loving, Midland, Pecos, Reeves, Upton, Ward and Winkler Counties, TX with respect to the following properties: |
(q) | Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statementfrom Targa Midstream Services Limited Partnership to Bank of America, N.A., as Collateral Agent effective July 19, 2010 recorded in Cameron and Jefferson Davis Parishes, LA with respect to the following properties: |
4. | UCC-1 Financing Statements related to all of the foregoing |
TAXPAYER IDENTIFICATION NUMBER
ADDRESS | ||||||||||||||||
OF | PRIOR | |||||||||||||||
JURISDICTION | PRINCIPAL | JURISDICTION | ||||||||||||||
OF | PLACE OF | ORGANIZATIONAL | OF | |||||||||||||
NAME | FORMATION | BUSINESS | FEIN | ID NUMBER | PRIOR NAMES | FORMATION | ||||||||||
Midstream Barge Company LLC | Delaware | 1000 Louisiana, Ste. 4300 Houston, TX 77002 | 80-0509596 | 2634170 | Midstream Barge Company, L.L.C. | None |
ADDRESS | ||||||||||||||||
OF | PRIOR | |||||||||||||||
JURISDICTION | PRINCIPAL | JURISDICTION | ||||||||||||||
OF | PLACE OF | ORGANIZATIONAL | OF | |||||||||||||
NAME | FORMATION | BUSINESS | FEIN | ID NUMBER | PRIOR NAMES | FORMATION | ||||||||||
Targa Co-Generation LLC | Delaware | 1000 Louisiana, Ste. 4300 Houston, TX 77002 | 01-0925550 | 3486693 | Targa Energy Pipeline Company LLC; Dynegy Energy Pipeline Company LLC; Dynegy Energy Pipeline, L.L.C. | None | ||||||||||
Targa Downstream GP LLC | Delaware | 1000 Louisiana, Ste. 4300 Houston, TX 77002 | None | 4066480 | None | None | ||||||||||
Targa Downstream LP | Delaware | 1000 Louisiana, Ste. 4300 Houston, TX 77002 | 20-4036406 | 4067414 | None | None | ||||||||||
Targa Gas Marketing LLC | Delaware | 1000 Louisiana, Ste. 4300 Houston, TX 77002 | 11-3762680 | 4056851 | None | None | ||||||||||
Targa Intrastate Pipeline LLC | Delaware | 1000 Louisiana, Ste. 4300 Houston, TX 77002 | 76-0634836 | 3173058 | Dynegy Intrastate Pipeline, LLC; Dynegy Intrastate Pipeline, Inc. | None | ||||||||||
Targa Liquids GP LLC | Delaware | 1000 Louisiana, Ste. 4300 Houston, TX 77002 | None | 2914617 | Dynegy Liquids, G.P., L.L.C. | None | ||||||||||
Targa Liquids Marketing and Trade | Delaware | 1000 Louisiana, Ste. 4300 Houston, TX 77002 | 80-0509623 | None | Dynegy Liquids Marketing and Trade | None | ||||||||||
Targa Louisiana Field | Delaware | 1000 Louisiana, Ste. 4300 | 14-1904335 | 3776621 | None | None |
ADDRESS | ||||||||||||||||
OF | PRIOR | |||||||||||||||
JURISDICTION | PRINCIPAL | JURISDICTION | ||||||||||||||
OF | PLACE OF | ORGANIZATIONAL | OF | |||||||||||||
NAME | FORMATION | BUSINESS | FEIN | ID NUMBER | PRIOR NAMES | FORMATION | ||||||||||
Services LLC | Houston, TX 77002 | |||||||||||||||
Targa Louisiana Intrastate LLC | Delaware | 1000 Louisiana, Ste. 4300 Houston, TX 77002 | 02-0719902 | 3770340 | None | None | ||||||||||
Targa LSNG GP LLC | Delaware | 1000 Louisiana, Ste. 4300 Houston, TX 77002 | None | 4117729 | None | None | ||||||||||
Targa LSNG LP | Delaware | 1000 Louisiana, Ste. 4300 Houston, TX 77002 | 68-0625252 | 4117746 | None | None | ||||||||||
Targa Midstream Services Limited Partnership | Delaware | 1000 Louisiana, Ste. 4300 Houston, TX 77002 | 76-0507891 | 2641691 | WPC-NGC, Limited Partnership; Warren Petroleum Company Limited Partnership; Warren Petroleum Company, Limited Partnership; Dynegy Midstream Services, Limited Partnership | None | ||||||||||
Targa MLP Capital LLC | Delaware | 1000 Louisiana, Ste. 4300 Houston, TX 77002 | None | 4708201 | None | None | ||||||||||
ADDRESS | ||||||||||||||||
OF | PRIOR | |||||||||||||||
JURISDICTION | PRINCIPAL | JURISDICTION | ||||||||||||||
OF | PLACE OF | ORGANIZATIONAL | OF | |||||||||||||
NAME | FORMATION | BUSINESS | FEIN | ID NUMBER | PRIOR NAMES | FORMATION | ||||||||||
Targa NGL Pipeline Company LLC | Delaware | 1000 Louisiana, Ste. 4300 Houston, TX 77002 | 73-1175068 | 2003234 | Dynegy NGL Pipeline Company, LLC; Dynegy NGL | None | ||||||||||
Pipeline Company; Warren NGL Pipeline Company; Trident NGL Pipeline Company; Oxy NGL Pipeline Company; Cities Service NGL Pipeline Company | ||||||||||||||||
Targa North Texas GP LLC | Delaware | 1000 Louisiana, Ste. 4300 Houston, TX 77002 | 64-0949240 | 4066474 | None | None | ||||||||||
Targa North Texas LP | Delaware | 1000 Louisiana, Ste. 4300 Houston, TX 77002 | 20-4036176 | 4067407 | None | None | ||||||||||
Targa Permian Intrastate LLC | Delaware | 1000 Louisiana, Ste. 4300 Houston, TX 77002 | None | 4595562 | None | None | ||||||||||
Targa Permian LP | Delaware | 1000 Louisiana, Ste. 4300 Houston, TX 77002 | 20-4036350 | 4067411 | None | None | ||||||||||
Targa Resources Operating GP LLC | Delaware | 1000 Louisiana, Ste. 4300 Houston, TX 77002 | 64-0949235 | 4292540 | None | None | ||||||||||
Targa Resources Operating LP | Delaware | 1000 Louisiana, Ste. 4300 Houston, TX | 64-0949238 | 4292546 | None | None |
ADDRESS | ||||||||||||||||
OF | PRIOR | |||||||||||||||
JURISDICTION | PRINCIPAL | JURISDICTION | ||||||||||||||
OF | PLACE OF | ORGANIZATIONAL | OF | |||||||||||||
NAME | FORMATION | BUSINESS | FEIN | ID NUMBER | PRIOR NAMES | FORMATION | ||||||||||
77002 | ||||||||||||||||
Targa Resources Partners LP | Delaware | 1000 Louisiana, Ste. 4300 Houston, TX 77002 | 65-1295427 | 4239562 | None | None | ||||||||||
Targa Resources Texas GP LLC | Delaware | 1000 Louisiana, Ste. 4300 Houston, TX 77002 | 86-1099710 | 3776603 | Targa Resources Texas GP, LLC | None | ||||||||||
Targa Retail Electric LLC | Delaware | 1000 Louisiana, Ste. 4300 Houston, TX 77002 | 01-0925551 | 2497450 | Targa Regulated Holdings LLC; | None | ||||||||||
Dynegy Regulated Holdings, LLC; | ||||||||||||||||
Dynegy Regulated Holdings, Inc.; | ||||||||||||||||
NGC Regulated Holdings, Inc. | ||||||||||||||||
Targa Sparta LLC | Delaware | 1000 Louisiana, Ste. 4300 Houston, TX 77002 | 20-1884884 | 3859250 | Targa Bridgeline LLC; | None | ||||||||||
Targa Gas Marketing LLC | ||||||||||||||||
Targa Straddle GP LLC | Delaware | 1000 Louisiana, Ste. 4300 Houston, TX 77002 | None | 4066477 | None | None | ||||||||||
Targa Straddle LP | Delaware | 1000 Louisiana, Ste. 4300 Houston, TX 77002 | 20-4036286 | 4067873 | None | None | ||||||||||
Targa Texas Field Services LP | Delaware | 1000 Louisiana, Ste. 4300 Houston, TX 77002 | 86-1099713 | 3776636 | None | None |
ADDRESS | ||||||||||||||||
OF | PRIOR | |||||||||||||||
JURISDICTION | PRINCIPAL | JURISDICTION | ||||||||||||||
OF | PLACE OF | ORGANIZATIONAL | OF | |||||||||||||
NAME | FORMATION | BUSINESS | FEIN | ID NUMBER | PRIOR NAMES | FORMATION | ||||||||||
Targa Transport LLC | Delaware | 1000 Louisiana, Ste. 4300 Houston, TX 77002 | 37-1589340 | 2497451 | Targa OPI LLC; Dynegy OPI, LLC; Dynegy OPI, Inc.; Ozark Pipeline, Inc. | None |
Ownership | County/ | |||||||
Facility | Current Titleholder/ Lessee | Interest | Parish | State | ||||
Acadia Plant | Targa Louisiana Field Services LLC | Fee owned | Acadia | LA | ||||
Gillis Plant | Targa Louisiana Field Services LLC | Fee owned | Calcasieu | LA | ||||
Sterling Plant | Targa Texas Field Services LP | Fee owned | Sterling | TX | ||||
Mertzon Plant | Targa Texas Field Services LP | Fee owned | Irion | TX | ||||
Abilene Injection Terminal | Targa Downstream LP | Ground lease | Taylor | TX | ||||
Barracuda Straddle Plant | Targa Midstream Services Limited Partnership | Ground lease | Cameron | LA | ||||
Galena Park Terminal | Targa Downstream LP | Fee owned | Harris | TX | ||||
Gladewater Injection Terminal | Targa Downstream LP | Fee owned | Gregg | TX | ||||
Greenville Propane Terminal | Targa Downstream LP | Fee owned | Washington | MS | ||||
Hattiesburg Terminal | Targa Downstream LP | Fee owned and jointly owned | Forrest | MS | ||||
Hackberry Underground Storage | Targa Downstream LP | Fee owned | Cameron | LA | ||||
Lake Charles Fractionator | Targa Downstream LP | Fee owned | Calcasieu | LA | ||||
Lowry Straddle Plant | Targa Midstream Services Limited Partnership | Ground lease | Cameron | LA | ||||
Mont Belvieu Terminal | Targa Downstream LP | Fee owned | Chambers | TX | ||||
Port Everglades Propane Terminal | Targa Downstream LP | Fee owned | Broward | FL | ||||
Sand Hills Processing Plant | Targa Permian LP | Fee owned | Crane | TX | ||||
Stingray Straddle Plant | Targa Midstream Services Limited Partnership | Ground lease | Cameron | LA | ||||
LSNG Facility | Targa LSNG LP | Fee owned | Chambers | TX | ||||
Chico Processing Plant | Targa North Texas LP | Fee owned | Wise | TX | ||||
Bridgeport Transport Facility | Targa Downstream LP | Ground lease | Wise | TX | ||||
Tyler Propane Terminal | Targa Downstream LP | Fee owned | Smith | TX | ||||
Hammond Truck Terminal | Targa Downstream LP | Fee owned | Tangipahoa | LA |
Grantor | Facility | County/ Parish | State | |||
Targa Downstream LP | Houston Gathering System | Chambers, Harris, Jefferson | TX | |||
Lake Charles Gathering System | Orange (TX) Acadia, Calcasieu, Cameron, Jefferson Davis (LA) | TX, LA | ||||
Targa NGL Pipeline Company | 12” Lake Charles to Mont Belvieu Pipeline | Chambers, Hardin, Jefferson, Liberty, Orange (TX) Calcesieu (LA) | TX, LA | |||
Targa Louisiana Field Services LLC and Targa Louisiana Intrastate LLC | Acadia and Gillis Gathering Systems | Acadia, Allen, Calcasieu, Cameron, Beauregard, Evangeline, Jefferson Davis, Lafayette, Vermilion, Rapides, St. Martin | LA | |||
Targa Midstream Services Limited Partnership | Pelican Gathering System | Cameron and offshore | LA | |||
Targa Midstream Services Limited Partnership | Seahawk Gathering System | Cameron, Jefferson Davis, and offshore | LA | |||
Targa Midstream Services Limited Partnership | Cameron Gathering System | Cameron, Jefferson Davis | ||||
Targa Texas Field Services LP | San Angelo Gathering System | Coke, Glassock, Howard, Irion, Midland, Mitchell, Reagan, Sterling, Schliecher, Tom Green | TX | |||
Targa Permian LP | Sand Hills and Monahans Gathering Systems | Andrews, Crane, Ector, Loving, Midland, Pecos, Reeves, Upton, Ward, Winkler | TX | |||
Targa North Texas LP | Chico Gathering System | Archer, Clay, Denton, Jack, Montague, Palo Pinto, Parker, Stephens, Throckmorton, Wise, Young | TX | |||
Targa North Texas LP | Shackelford Gathering System | Eastland, Haskell, Shackelford, Stephens, Throckmorton, Young | TX | |||
Targa Intrastate Pipeline LLC | Shackelford Gathering System | Haskell, Shackelford, Throckmorton, Wise, Young | TX |
1. | First Amended and Restated Agreement of Limited Partnership of Targa Resources Partners LP | |
2. | Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Targa Resources Partners LP | |
3. | 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, Targa Straddle LP, Targa Permian LP and Targa Versado LP (the “2005 Contribution Agreement”) | |
4. | Amendment to 2005 Contribution Agreement dated as of January 1, 2007 | |
5. | Amendment to 2005 Contribution Agreement dated as of January 1, 2009 | |
6. | Contribution, Conveyance and Assumption Agreement dated as of February 14, 2007 among the Borrower, Targa Operating LP, General Partner, Targa Operating GP LLC, Targa GP, Inc., Targa LP, Inc., Targa Regulated Holdings LLC, Targa North Texas LP, and Targa North Texas GP LLC | |
7. | 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 | |
8. | Contribution, Conveyance and Assumption Agreement, dated September 24, 2009, by and among Targa Resources Partners LP, Targa GP Inc., Targa LP Inc., Targa Resources Operating LP and Targa North Texas GP LLC | |
9. | Contribution, Conveyance and Assumption Agreement, dated April 27, 2010, by and among Targa Resources Partners LP, Targa LP Inc., Targa Permian GP LLC, Targa Midstream Holdings LLC, Targa Resources Operating LP, Targa North Texas GP LLC and Targa Resources Texas GP LLC | |
10. | Second Amended and Restated Omnibus Agreement, dated September 24, 2009, by and among Targa Resources Partners LP, Targa Resources, Inc., Targa Resources LLC and Targa Resources GP LLC | |
11. | First Amendment to Second Amended and Restated Omnibus Agreement, dated April 27, 2010, by and among Targa Resources Partners LP, Targa Resources, Inc., Targa Resources LLC and Targa Resources GP LLC |
12. | Purchase and Sale Agreement, dated as of September 18, 2007, by and between Targa Resources Holdings LP and Targa Resources Partners LP | |
13. | Amendment to Purchase and Sale Agreement, dated October 1, 2007, by and between Targa Resources Holdings LP and Targa Resources Partners LP | |
14. | Purchase Agreement dated June 12, 2008, among Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the Guarantors named therein and the initial purchasers named therein | |
15. | Purchase Agreement dated as of June 30, 2009 among Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the Guarantors named therein and Barclays Capital Inc., as representative of the several initial purchasers | |
16. | Purchase and Sale Agreement dated July 27, 2009, by and between Targa Resources Partners LP, Targa GP Inc. and Targa LP Inc. | |
17. | Registration Rights Agreement dated as of July 6, 2009, among Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the Guarantors named therein and the initial purchasers named therein | |
18. | Purchase and Sale Agreement, dated as of March 31, 2010, by and among Targa Resources Partners LP, Targa LP Inc., Targa Permian GP LLC and Targa Midstream Holdings LLC | |
19. | Raw Product Purchase Agreement dated September 24, 2009, to be effective September 1, 2009, between Targa Liquids Marketing and Trade and Targa Midstream Services Limited Partnership (Versado) | |
20. | Amended and Restated Natural Gas Purchase Agreement between Targa Gas Marketing LLC (Buyer) and Targa Midstream Services Limited Partnership (Seller) effective March 1, 2009 (Versado) | |
21. | Natural Gas Sales Agreement (Venice), effective March 30, 2010, between Targa Gas Marketing LLC (Seller) and Targa Midstream Services Limited Partnership (Buyer) | |
22. | Natural Gas Sales Agreement (Versado), effective January 1, 2010, between Targa Gas Marketing LLC (Seller) and Targa Midstream Services Limited Partnership (Buyer) |
CERTAIN ADDRESSES FOR NOTICES
1000 Louisiana, Suite 4300
Houston, Texas 77002
Attention: Vice President — Finance
Telephone: 713.584.1092
Telecopier: 713.584.1523
Electronic Mail:mmeloy@targaresources.com
Website Address: www.targaresources.com
U.S. Taxpayer Identification Number: 65-1295427
(for payments and Requests for Credit Extensions):
Bank of America, N.A.
901 Main St
Mail Code: TX1-492-14-11
Dallas, TX 75202
Attention: Ramon Gomez
Telephone: 214.209.2627
Telecopier: 214.290.8367
Electronic Mail:ramon.gomez_jr@baml.com
Bank of America, N.A.
New York, NY
ABA# 026009593
Account No.: 1292000883
Ref: Targa Resources
Bank of America, N.A.
1455 Market Street
Mail Code: CA5-701-05-19
San Francisco, CA 94103
Attention: Kathleen Carry
Telephone: 415.436.4001
Telecopier: 415.503.5001
Electronic Mail:kathleen.carry@baml.com
Trade Operations
1 Fleet Way
Mail Code: PA6-580-02-30
Scranton, PA 18507
Attention: Michael Grizzanti
Telephone: 570.330.4214
Telecopier: 800.755.8743
Electronic Mail:michael.a.grizzanti@baml.com
901 Main St
Mail Code: TX1-492-14-11
Dallas, TX 75202
Attention: Ramon Gomez
Telephone: 214.209.2627
Telecopier: 214.290.8367
Electronic Mail:ramon.gomez_jr@baml.com
Transaction | Assignment Fee | |||
First four concurrent assignments or suballocations to members of an Assignee Group (or from members of an Assignee Group, as applicable) | -0- | |||
Each additional concurrent assignment or suballocation to a member of such Assignee Group (or from a member of such Assignee Group, as applicable) | $ | 500 |
To: | Bank of America, N.A., as Administrative Agent |
o | A Borrowing of Revolving Credit Loans | |||||
o | A Borrowing of Term Loans | |||||
o | A conversion or continuation of Loans | |||||
1. | On (a Business Day). | |||||
2. | In the amount of $ . | |||||
3. | Comprised of . | |||||
[Type of Loan requested] | ||||||
4. | For Eurodollar Rate Loans: with an Interest Period of weeks/months. |
TARGA RESOURCES PARTNERS LP | ||||||
By: | Targa Resources GP LLC, | |||||
its general partner | ||||||
By: | ||||||
Name: | ||||||
Title: |
To: | Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent |
1. | On (a Business Day). | ||
2. | In the amount of $ . |
TARGA RESOURCES PARTNERS LP | ||||||
By: | Targa Resources GP LLC, | |||||
its general partner | ||||||
By: | ||||||
Name: | ||||||
Title: |
B - 1
C-1 - 1
TARGA RESOURCES PARTNERS LP | ||||||
By: | Targa Resources GP LLC, | |||||
its general partner | ||||||
By: | ||||||
Name: | ||||||
Title: |
C-1 - 2
Amount of | ||||||||||||
Principal or | Outstanding | |||||||||||
Type of | Amount of | End of | Interest | Principal | ||||||||
Term Loan | Term Loan | Interest | Paid This | Balance | Notation | |||||||
Date | Made | Made | Period | Date | This Date | Made By | ||||||
C-1 - 3
C-2 - 1
TARGA RESOURCES PARTNERS LP | ||||||
By: | Targa Resources GP LLC, | |||||
its general partner | ||||||
By: | ||||||
Name: | ||||||
Title: |
C-2 - 2
Amount of | ||||||||||||
Type of | Amount of | Principal or | Outstanding | |||||||||
Revolving | Revolving | End of | Interest | Principal | ||||||||
Credit Loan | Credit Loan | Interest | Paid This | Balance | Notation | |||||||
Date | Made | Made | Period | Date | This Date | Made By | ||||||
C-2 - 3
To: | Bank of America, N.A., as Administrative Agent |
D - 1
TARGA RESOURCES PARTNERS LP | ||||||
By: | Targa Resources GP LLC, | |||||
its general partner | ||||||
By: | ||||||
Name: | ||||||
Title: |
D - 2
to the Compliance Certificate
($ in 000’s)
I. | Interest Coverage Ratio. | |||||||
A. Consolidated Adjusted EBITDA (Schedule 3) for the four consecutive fiscal quarter period ending on the date hereof: | $ | |||||||
B. Consolidated Interest Expense for such period: | $ | |||||||
C. Consolidated Interest Coverage Ratio (I.A¸ Line I.B): | to 1.0 | |||||||
Minimum required: |
Minimum Interest | ||||
Coverage Ratio | ||||
For any period of four consecutive fiscal quarters ending on or after September 30, 2010 | 2.25 to 1.00 |
II. | Leverage Ratios. | |||||||
Consolidated Leverage Ratio | ||||||||
A. Consolidated Funded Indebtedness on such determination date: | $ | |||||||
B. Consolidated Adjusted EBITDA for the applicable period of four consecutive fiscal quarters (Schedule 3): | $ | |||||||
C. Consolidated Leverage Ratio (Line II.A¸ Line II.B): | to 1.0 | |||||||
Maximum permitted: |
Maximum | ||||
Consolidated | ||||
Leverage Ratio | ||||
For each fiscal quarter ending on or after September 30, 2010 | 5.50 to 1.00 |
D - 3
Consolidated Senior Leverage Ratio | ||||||||
A. Consolidated Funded Indebtedness (excluding Unsecured Note Indebtedness) on such determination date: | $ | |||||||
B. Consolidated Adjusted EBITDA for the applicable period of four consecutive fiscal quarters (Schedule 3): | $ | |||||||
C. Consolidated Senior Leverage Ratio (Line II.A¸ Line II.B): | to 1 | |||||||
Maximum permitted: |
Maximum | ||||
Consolidated | ||||
Senior Leverage | ||||
Ratio | ||||
For each fiscal quarter ending on or after September 30, 2010 | 4.00 to 1.00 |
D - 4
For the Quarter/Year ended (“Statement Date”)
($ in 000’s)
Quarter | Quarter | Quarter | Quarter | 12 Months | ||||||||||||||||||
Ended | Ended | Ended | Ended | Ended | ||||||||||||||||||
Reported Net Income of the Borrower and its Subsidiaries | — | — | — | — | — | |||||||||||||||||
+ | Interest Expense | — | — | — | — | — | ||||||||||||||||
Federal, state, local and foreign | ||||||||||||||||||||||
+ | income taxes | — | — | — | — | — | ||||||||||||||||
+ | Depreciation and amortization | — | — | — | — | — | ||||||||||||||||
+ | other non-cash charges | — | — | — | — | — | ||||||||||||||||
+ | non-cash gains(losses) resulting from mark to market activity | — | — | — | — | — | ||||||||||||||||
+ | expenses in connection with the transactions contemplated by the Loan Documents | — | — | — | — | — | ||||||||||||||||
– | Federal, state, local and foreign income tax credits | — | — | — | — | — | ||||||||||||||||
– | all non-cash items of income | — | — | — | — | — | ||||||||||||||||
– | Included Unrestricted Subsidiaries Adjusted EBITDA (100%) | |||||||||||||||||||||
+ | Pro rata share of Included Unrestricted Subsidiaries EBITDA | |||||||||||||||||||||
– | Unrestricted Subsidiaries (other than Included Unrestricted Subsidiaries) EBITDA (100%) | |||||||||||||||||||||
– | Income from Equity Interests | |||||||||||||||||||||
= | Consolidated EBITDA before Cash Distributions | |||||||||||||||||||||
+ | Cash distributions from Unrestricted Subsidiaries (other than Included Unrestricted Subsidiaries) | |||||||||||||||||||||
+ | Cash distributions from Equity Interests of other Persons |
D - 5
Quarter | Quarter | Quarter | Quarter | 12 Months | ||||||||||||||||||
Ended | Ended | Ended | Ended | Ended | ||||||||||||||||||
– | actual cash distributions from Unrestricted Subsidiaries (other than Included Unrestricted Subsidiaries) or in respect of Equity Interests of other Persons in excess of 15% of Consolidated EBITDA before Cash Distributions | |||||||||||||||||||||
= | Consolidated EBITDA | |||||||||||||||||||||
+ | pro formagain (loss) resulting from any Material Acquisition or Disposition or Subsidiary redesignation | |||||||||||||||||||||
+ | Material Project EBITDA Adjustments | |||||||||||||||||||||
= | Consolidated Adjusted EBITDA | — | — | — | — | — |
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1. | Assignor: | |||
2. | Assignee: | |||
[indicate [Affiliate][Approved Fund] of [identify Lender]] | ||||
3. | Borrower: | Targa Resources Partners LP | ||
4. | Administrative Agent: | Bank of America, N.A., as the administrative agent under the Credit Agreement |
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5. | Credit Agreement: | Amended and Restated Credit Agreement, dated as of July 19, 2010, among Targa Resources Partners LP, a Delaware limited partnership, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender. | ||
6. | Assigned Interest[s]: |
Aggregate | Percentage | |||||||||
Amount of | Amount of | Assigned of | ||||||||
Facility | Commitment/Loans | Commitment/Loans | Commitment/ | |||||||
Assignor | Assignee | Assigned | for all Lenders | Assigned | Loans | |||||
$ | $ | % | ||||||||
$ | $ | % | ||||||||
$ | $ | % |
[7. | Trade Date: ] |
ASSIGNOR [NAME OF ASSIGNOR] | ||||
By: | ||||
Title: | ||||
ASSIGNEE [NAME OF ASSIGNEE] | ||||
By: | ||||
Title: | ||||
[Consented to and] Accepted: | ||||
BANK OF AMERICA, N.A., as | ||||
Administrative Agent | ||||
By: | ||||
[Consented to:] | ||||
By: | ||||
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TARGA RESOURCES OPERATING LP | ||||||
By: | Targa Resources Operating GP LLC, its general partner | |||||
By: | ||||||
Matthew J. Meloy | ||||||
Vice President — Finance and Treasurer | ||||||
TARGA RESOURCES OPERATING GP LLC TARGA NORTH TEXAS GP LLC TARGA INTRASTATE PIPELINE LLC TARGA RESOURCES TEXAS GP LLC TARGA LOUISIANA FIELD SERVICES LLC TARGA LOUISIANA INTRASTATE LLC TARGA LSNG GP LLC TARGA DOWNSTREAM GP LLC TARGA SPARTA LLC TARGA GAS MARKETING LLC TARGA PERMIAN INTRASTATE LLC TARGA STRADDLE GP LLC TARGA MLP CAPITAL LLC | ||||||
By: | ||||||
Matthew J. Meloy | ||||||
Vice President — Finance and Treasurer | ||||||
TARGA NGL PIPELINE COMPANY LLC | ||||||
TARGA TRANSPORT LLC | ||||||
By: | Targa Retail Electric LLC, its sole member | |||||
By: | ||||||
Name: Mathew J. Meloy | ||||||
Title: Vice President — Finance and Treasurer |
MIDSTREAM BARGE COMPANY LLC | ||||||
TARGA RETAIL ELECTRIC LLC | ||||||
TARGA CO-GENERATION LLC | ||||||
TARGA LIQUIDS GP LLC | ||||||
By: | Targa Downstream LP, its sole member | |||||
By: | Targa Downstream GP LLC, | |||||
its general partner | ||||||
By: | ||||||
Matthew J. Meloy | ||||||
Vice President — Finance and Treasurer | ||||||
TARGA NORTH TEXAS LP | ||||||
By: | Targa North Texas GP LLC, its general partner | |||||
By: | ||||||
Matthew J. Meloy Vice President — Finance and Treasurer | ||||||
TARGA TEXAS FIELD SERVICES LP | ||||||
TARGA PERMIAN LP | ||||||
TARGA MIDSTREAM SERVICES LIMITED PARTNERSHIP | ||||||
By: | Targa Resources Texas GP LLC, its general partner | |||||
By: | ||||||
Matthew J. Meloy | ||||||
Vice President — Finance and Treasurer |
TARGA LSNG LP | ||||||
By: | Targa LSNG GP LLC, its general partner | |||||
By: | ||||||
Matthew J. Meloy Vice President — Finance and Treasurer | ||||||
TARGA DOWNSTREAM LP | ||||||
By: | Targa Downstream GP LLC, its general partner | |||||
By: | ||||||
Matthew J. Meloy Vice President — Finance and Treasurer | ||||||
TARGA LIQUIDS MARKETING AND TRADE | ||||||
By: | Targa Downstream LP, its managing partner | |||||
By: | Targa Downstream GP LLC, | |||||
its general partner | ||||||
By: | ||||||
Matthew J. Meloy Vice President — Finance and Treasurer | ||||||
TARGA STRADDLE LP | ||||||
By: | Targa Straddle GP LLC, its general partner | |||||
By: | ||||||
Matthew J. Meloy Vice President — Finance and Treasurer |
Houston, Texas 77002
Attention: Vice President — Finance
Telephone: 713.584.1092
Telecopier: 713.584.1523
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[NAME OF SUBSIDIARY] | ||||
By: | ||||
Name: | ||||
Title: | ||||
Address for Notices: | ||||
Attention: | ||||
Telephone: | ||||
Telecopier: | ||||
as of the date above first written:
as Collateral Agent
By: | ||||
Name: | ||||
Title: |
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as Administrative Agent and Collateral Agent
100 Federal St.
Boston, MA 02110
Re: | Amended and Restated Credit Agreement dated as of July 19, 2010 among Targa Resources Partners LP, the lenders party thereto, and Bank of America, N.A., as Administrative Agent |
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(a) | the Credit Agreement; | ||
(b) | each of the Notes listed onAnnex II attached hereto (the “Notes”); | ||
(c) | the Amended and Restated Continuing Guaranty dated as of July 19, 2010 (the “Guaranty”) among the Guarantors and the Administrative Agent; | ||
(d) | the Amended and Restated Pledge and Security Agreement dated as of July 19, 2010 (the “Pledge Agreement”) among the Borrower, the Guarantors and the Collateral Agent; | ||
(e) | each of the Deeds of Trust listed onAnnex III-A attached hereto (individually, a “Texas Deed of Trust” and collectively, the “Texas Deeds of Trust”); and |
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(f) | each of the Mortgages listed onAnnex III-B attached hereto (individually, a “Foreign Mortgage” and collectively, the “Foreign Mortgages”). |
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Name | Office | |
Mathew J. Meloy | Vice President — Finance and Treasurer | |
Joe Bob Perkins | President | |
Jeffrey J. McParland | Executive Vice President and Chief Financial Officer |
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1. | Gas Gathering and Purchase Agreement by and between Burlington Resources Oil & Gas Company LP, Burlington Resources Trading Inc. and Targa Midstream Services Limited Partnership. | |
2. | Second Amended and Restated Omnibus Agreement, dated September 24, 2009, by and among Targa Resources Partners LP, Targa Resources, Inc., Targa Resources LLC and Targa Resources GP LLC (incorporated by reference to Exhibit 10.2 to Targa Resources Partners LP’s Current Report on Form 8-K filed September 24, 2009, together with the First Amendment to Second Amended and Restated Omnibus Agreement, dated April 27, 2010, by and among Targa Resources Partners LP, Targa Resources, Inc., Targa Resources LLC and Targa Resources GP LLC. | |
3. | Amended and Restated Natural Gas Purchase Agreement, effective March 1, 2009, by and between Targa Gas Marketing LLC (Buyer) and Targa North Texas LP (Seller). | |
4. | Products Purchase Agreement dated as of January 1, 2007 between Targa North Texas and Targa Liquids Marketing and Trade. | |
5. | 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, Targa Straddle GP LLC, Targa Permian GP LLC, Targa Versado GP LLC, Targa Downstream LP, Targa North Texas, Targa Straddle LP, Targa Permian LP and Targa Versado LP. | |
6. | First Amendment to Contribution Agreement dated as of January 1, 2007 among Targa, Targa Resources LLC, Targa Resources II LLC, Targa Resources Holdings GP LLC, Targa Resources Holdings LP, Targa Midstream GP LLC, Targa Midstream Services Limited Partnership, Targa GP Inc, Targa LP Inc, Targa Downstream GP LLC, Targa North Texas GP, Targa Straddle GP LLC, Targa Permian GP LLC, Targa Versado GP LLC, Targa Downstream LP, Targa North Texas, Targa Straddle LP, Targa Permian LP and Targa Versado LP. | |
7. | Contribution, Conveyance and Assumption Agreement, dated as of February 14, 2007 among the Borrower, Targa Operating, the General Partner, Targa Operating GP, Targa GP Inc., Targa LP Inc., Targa Regulated Holdings LLC, Targa North Texas GP and Targa North Texas. | |
8. | Purchase and Sale Agreement dated September 18, 2007 by and between Targa Resources Holdings LP and Targa Resources Partners LP, as amended pursuant to the Amendment to Purchase and Sale Agreement dated October 1, 2007. |
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9. | Raw Product Purchase Agreement dated September 24, 2009 but effective as of September 1, 2009 by and between Targa Midstream Services Limited Partnership and Targa Liquids. | |
10. | Raw Product Purchase Agreement dated September 24, 2009, to be effective September 1, 2009, between Targa Liquids Marketing and Trade and Targa Permian LP. | |
11. | Specification Product Purchase Agreement dated September 24 , 2009, to be effective September 1, 2009, between Targa Liquids Marketing and Trade and Targa Midstream Services Limited Partnership (SE La). | |
12. | Raw Product Purchase Agreement dated September 24 , 2009, to be effective September 1, 2009, between Targa Liquids Marketing and Trade and Targa Midstream Services Limited Partnership (Versado). | |
13. | Raw Product Purchase Agreement dated September 24, 2009, to be effective September 1, 2009, between Targa Liquids Marketing and Trade and Targa Midstream Services Limited Partnership (West La). | |
14. | Indenture dated June 18, 2008, among Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the Guarantors named therein and U.S. Bank National Association, and the Supplemental Indentures thereto dated September 24, 2009 and the Supplemental Indentures thereto dated as of April 27, 2010. | |
15. | Indenture dated as of July 6, 2009, among Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the Guarantors named therein and U.S. Bank National Association, and the Supplemental Indentures thereto dated September 24, 2009 and the Supplemental Indentures thereto dated as of April 27, 2010. | |
16. | 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). | |
17. | 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). | |
18. | Amended and Restated Natural Gas Purchase Agreement, effective March 1, 2009, by and between Targa Gas Marketing LLC (Buyer) and Targa Texas Field Services LP (Seller) including the Amendment to the Amended and Restated Natural Gas Purchase Agreement, effective July 1, 2009, by and between Targa Gas Marketing LLC (Buyer) and Targa Texas Field Services LP (Seller). | |
19. | Purchase and Sale Agreement, dated as of March 31, 2010, by and among Targa Resources Partners LP, Targa LP Inc., Targa Permian GP LLC and Targa Midstream Holdings LLC. |
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20. | Purchase and Sale Agreement, dated as of March 31, 2010, by and among Targa Resources Partners LP, Targa LP Inc., Targa Permian GP LLC and Targa Midstream Holdings LLC. | |
21. | Contribution, Conveyance and Assumption Agreement, dated April 27, 2010, by and among Targa Resources Partners LP, Targa LP Inc., Targa Permian GP LLC, Targa Midstream Holdings LLC, Targa Resources Operating LP, Targa North Texas GP LLC and Targa Resources Texas GP LLC. | |
22. | Contribution, Conveyance and Assumption Agreement, dated April 27, 2010, by and among Targa Resources Partners LP, Targa LP Inc., Targa Permian GP LLC, Targa Midstream Holdings LLC, Targa Resources Operating LP, Targa North Texas GP LLC and Targa Resources Texas GP LLC. |
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TARGA RESOURCES PARTNERS LP | ||||||||
By: | Targa Resources GP LLC, | |||||||
its general partner | ||||||||
By: | ||||||||
Vice President — Finance and Treasurer | ||||||||
TARGA RESOURCES OPERATING GP LLC | ||||||||
TARGA NORTH TEXAS GP LLC | ||||||||
TARGA INTRASTATE PIPELINE LLC | ||||||||
TARGA RESOURCES TEXAS GP LLC | ||||||||
TARGA LOUISIANA FIELD SERVICES LLC | ||||||||
TARGA LOUISIANA INTRASTATE LLC | ||||||||
TARGA LSNG GP LLC | ||||||||
TARGA DOWNSTREAM GP LLC | ||||||||
TARGA SPARTA LLC | ||||||||
TARGA GAS MARKETING LLC | ||||||||
TARGA PERMIAN INTRASTATE LLC | ||||||||
TARGA STRADDLE GP LLC | ||||||||
TARGA MLP CAPITAL LLC | ||||||||
By: | ||||||||
Matthew J. Meloy | ||||||||
Vice President — Finance and Treasurer |
MIDSTREAM BARGE COMPANY LLC | ||||||||
TARGA RETAIL ELECTRIC LLC | ||||||||
TARGA CO-GENERATION LLC | ||||||||
TARGA LIQUIDS GP LLC | ||||||||
By: | Targa Downstream LP, | |||||||
its sole member | ||||||||
By: | Targa Downstream GP LLC, | |||||||
its general partner | ||||||||
By: | ||||||||
Vice President — Finance and Treasurer | ||||||||
TARGA NGL PIPELINE COMPANY LLC | ||||||||
TARGA TRANSPORT LLC | ||||||||
By: | Targa Retail Electric LLC, | |||||||
its sole member | ||||||||
By: | ||||||||
Mathew J. Meloy | ||||||||
Vice President — Finance and Treasurer | ||||||||
TARGA RESOURCES OPERATING LP | ||||||||
By: | Targa Resources Operating GP LLC, | |||||||
its general partner | ||||||||
By: | ||||||||
Matthew J. Meloy | ||||||||
Vice President — Finance and Treasurer |
TARGA NORTH TEXAS LP | ||||||
By: | Targa North Texas GP LLC, its general partner | |||||
By: | ||||||
Vice President — Finance and Treasurer | ||||||
TARGA TEXAS FIELD SERVICES LP | ||||||
TARGA PERMIAN LP | ||||||
TARGA MIDSTREAM SERVICES LIMITED PARTNERSHIP | ||||||
By: | Targa Resources Texas GP LLC, | |||||
its general partner | ||||||
By: | ||||||
Matthew J. Meloy | ||||||
Vice President — Finance and Treasurer | ||||||
TARGA LSNG LP | ||||||
By: | Targa LSNG GP LLC, | |||||
its general partner | ||||||
By: | ||||||
Vice President — Finance and Treasurer | ||||||
TARGA DOWNSTREAM LP | ||||||
By: | Targa Downstream GP LLC, | |||||
its general partner | ||||||
By: | ||||||
Vice President — Finance and Treasurer |
TARGA LIQUIDS MARKETING AND TRADE | ||||||||
By: | Targa Downstream LP, | |||||||
its managing partner | ||||||||
By: | Targa Downstream GP LLC, | |||||||
its general partner | ||||||||
By: | ||||||||
Vice President — Finance and Treasurer | ||||||||
TARGA STRADDLE LP | ||||||||
By: | Targa Straddle GP LLC, | |||||||
its general partner | ||||||||
By: | ||||||||
Matthew J. Meloy | ||||||||
Vice President — Finance and Treasurer |
Percentage of Equity | ||||||
Grantor | Company | Interest Pledged | ||||
Targa Downstream LP | Targa Canada Liquids Inc. | 66 | % |
Percentage of Equity | ||||
Grantor | Company | Interest Pledged | ||
Targa Resources Operating GP LLC | Targa Resources Operating LP | 0.001% GP Interest | ||
Targa Resources Partners LP | Targa Resources Operating LP | 99.999% LP Interest | ||
Targa North Texas GP LLC | Targa North Texas LP | 50% GP Interest | ||
Targa Resources Operating LP | Targa North Texas LP | 50% LP Interest | ||
Targa Resources Texas GP LLC | Targa Texas Field Services LP | 1% GP Interest | ||
Targa North Texas GP LLC | Targa Texas Field Services LP | 99% LP Interest | ||
Targa LSNG GP LLC | Targa LSNG LP | 100% of the general partnership interests, which represent a 50% partnership interest | ||
Targa Resources Operating LP | Targa LSNG LP | 100% of the limited partnership interests, which represent a 50% partnership interest | ||
Targa Downstream GP LLC | Targa Downstream LP | 100% of the general partnership interests, which represent a 50.000% partnership interest | ||
Targa Resources Operating LP | Targa Downstream LP | 100% of the limited partnership interests, which represent a 50% partnership interest | ||
Targa Downstream LP | Targa Liquids Marketing and Trade | 99% general partnership interest | ||
Targa Liquids GP LLC | Targa Liquids Marketing and Trade | 1% general partnership interest | ||
Targa Resources Texas GP LLC | Targa Midstream Services Limited Partnership | 100% of the general partnership interests, which represent a 3.3874% partnership interest | ||
Targa North Texas GP LLC | Targa Midstream Services Limited Partnership | 100% of the limited partnership interests, which represent a 96.6126% partnership interest |
Percentage of Equity | ||||
Grantor | Company | Interest Pledged | ||
Targa Resources Texas GP LLC | Targa Permian LP | 100% of the general partnership interests, which represent a 50% partnership interest | ||
Targa North Texas GP LLC | Targa Permian LP | 100% of the limited partnership interests, which represent a 50% partnership interest | ||
Targa Straddle GP LLC | Targa Straddle LP | 100% of the general partnership interests, which represent a 50% partnership interest | ||
Targa North Texas GP LLC | Targa Straddle LP | 100% of the limited partnership interests, which represent a 50% partnership interest |
Percentage of | ||||||
Equity Interest | ||||||
Grantor | Company | Pledged | ||||
Targa Resources Partners LP | Targa Resources Operating GP LLC | 100 | % | |||
Targa Resources Operating LP | Targa North Texas GP LLC | 100 | % | |||
Targa North Texas LP | Targa Intrastate Pipeline LLC | 100 | % | |||
Targa North Texas GP LLC | Targa Resources Texas GP LLC | 100 | % | |||
Targa North Texas GP LLC | Targa Louisiana Field Services LLC | 100 | % | |||
Targa Louisiana Field Services LLC | Targa Louisiana Intrastate LLC | 100 | % | |||
Targa Downstream LP | Targa Sparta LLC | 100 | % | |||
Targa Downstream LP | Midstream Barge Company LLC | 100 | % | |||
Targa Downstream LP | Targa Retail Electric LLC | 100 | % | |||
Targa Downstream LP | Targa Co-Generation LLC | 100 | % | |||
Targa Downstream LP | Targa Liquids GP LLC | 100 | % | |||
Targa Retail Electric LLC | Targa NGL Pipeline Company LLC | 100 | % | |||
Targa Retail Electric LLC | Targa Transport LLC | 100 | % | |||
Targa North Texas GP LLC | Targa LSNG GP LLC | 100 | % | |||
Targa North Texas GP LLC | Targa Downstream GP LLC | 100 | % | |||
Targa North Texas GP LLC | Targa Gas Marketing LLC | 100 | % | |||
Targa Midstream Services Limited Partnership | Warren Petroleum Company LLC | 100 | % | |||
Targa Permian LP | Targa Permian Intrastate LLC | 100 | % | |||
Targa North Texas GP LLC | Targa Straddle GP LLC | 100 | % | |||
Targa Downstream LP | Targa MLP Capital LLC | 100 | % |
100 Federal Street
Boston, MA 02110
Attention: Robert Valbona
Re: | Amended and Restated Credit Agreement effective as of July 19, 2010, among Targa Resources Partners LP, a Delaware limited partnership (the “Borrower”), Bank of America, N.A., a national banking association, as Administrative Agent and Collateral Agent (“Collateral Agent”), and the financial institutions thereto as Lenders (individually a “Lender” and collectively, “Lenders”). |
Very truly yours, | ||||||
[NAME OF ADDITIONAL GRANTOR] | ||||||
By: | ||||||
Name: | ||||||
Title: |
As of the date above first written:
as Collateral Agent
By: | ||||
Name: | ||||
Title: |
Form of Intercreditor Agreement
as Collateral Agent
2
ARTICLE I | ||||
DEFINITIONS | ||||
SECTION 1.01. Credit Agreement | 1 | |||
SECTION 1.02. Other Defined Terms | 1 | |||
ARTICLE II | ||||
SECURED HEDGING PARTIES; PROCEDURES | ||||
SECTION 2.01. Additional Secured Hedging Parties | 3 | |||
SECTION 2.02. Secured Swap Transactions | 3 | |||
SECTION 2.03. Acts of Secured Hedging Parties | 3 | |||
SECTION 2.04. Determination of Amounts of Secured Hedging Obligations | 4 | |||
SECTION 2.05. Restrictions on Actions | 4 | |||
SECTION 2.06. Actions Under Support Documents | 5 | |||
SECTION 2.07. Release of Collateral and Guarantees | 5 | |||
SECTION 2.08. Additional Collateral | 6 | |||
ARTICLE III | ||||
THE COLLATERAL AGENT | ||||
SECTION 3.01. Appointment; Rights and Duties | 6 | |||
SECTION 3.02. Participation in Indemnity | 6 | |||
ARTICLE IV | ||||
VOTING | ||||
SECTION 4.01. Amendments and Waivers under this Agreement | 6 | |||
SECTION 4.02. Amendments and Waivers under the Credit Agreement and the Support Documents | 7 | |||
ARTICLE V | ||||
MISCELLANEOUS | ||||
SECTION 5.01. Notices | 8 | |||
SECTION 5.02. Counterparts | 8 | |||
SECTION 5.03. Binding Effect; Assignment | 8 | |||
SECTION 5.04. Severability | 8 | |||
SECTION 5.05. Governing Law; Jurisdiction; Consent to Service of Process | 8 | |||
SECTION 5.06. WAIVER OF JURY TRIAL | 9 | |||
SECTION 5.07. Headings | 9 | |||
SECTION 5.08. Successors and Assigns | 10 | |||
SECTION 5.09. Termination | 10 | |||
Schedules |
Schedule I Initial Secured Hedging Parties |
Schedule II Notices |
Annexes |
Annex A Form of Intercreditor Agreement Supplement |
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TARGA RESOURCES PARTNERS LP | ||||||||||
By: | Targa Resources GP LLC, its sole general partner | |||||||||
By: | ||||||||||
�� | Name: | Mathew J. Meloy | ||||||||
Title: | Vice President — Finance and Treasurer |
BARCLAYS BANK PLC, as a Secured Hedging Party | ||||
By: | ||||
Name: | ||||
Title: | ||||
BP CORPORATION NORTH AMERICA INC., as a Secured Hedging Party | ||||
By: | ||||
Name: | ||||
Title: | ||||
J. ARON & COMPANY, as a Secured Hedging Party | ||||
By: | ||||
Name: | ||||
Title: | ||||
J.P.MORGAN VENTURES ENERGY CORPORATION, as a Secured Hedging Party | ||||
By: | ||||
Name: | ||||
Title: | ||||
THE BANK OF NOVA SCOTIA, as a Secured Hedging Party | ||||
By: | ||||
Name: | ||||
Title: | ||||
BANK OF AMERICA, N.A., as Collateral Agent | ||||
By: | ||||
Name: | ||||
Title: | ||||
J. Aron & Company
J.P.Morgan Ventures Energy Corporation
The Bank of Nova Scotia
200 Park Avenue
New York, New York 10166
Attn: General Counsel
Facsimile: (+1) 212-412-7519
501 WestLake Park Blvd.
Houston, Texas 77079
Attn: Confirmation Department
Facsimile: 281-366-0879
200 West St.
New York, New York 10282
NATURAL GAS AND NATURAL GAS LIQUIDS:
Attn: Energy Operations
Facsimile: (212) 493-9849
Attn: Commodity Operations
E-mail: NA.Energy.Confirmations@jpmorgan.com
40 King Street West, Scotia Plaza, 8th Floor
Toronto, Ontario, Canada M5H 1H1
Attn: Global Markets Documentation
Facsimile: (416) 866-7767
To the Amended and Restated Intercreditor Agreement
[NAME OF NEW SECURED HEDGING PARTY], | ||||||
by | ||||||
Name: | ||||||
Title: |
BANK OF AMERICA, N.A., as Collateral Agent | ||||||
by | ||||||
Name: | ||||||
Title: |
To the Amended and Restated Intercreditor Agreement
New Secured Hedging Party | Address |