Exhibit 4.9
SECOND SUPPLEMENTAL INDENTURE
This Second Supplemental Indenture (this “Supplemental Indenture”), dated as of June 22, 2022 among the parties identified under the caption “Guaranteeing Subsidiaries” on the signature page hereto (each individually, a “Guaranteeing Subsidiary” and together, the “Guaranteeing Subsidiaries”), Targa Resources Corp., a Delaware corporation (the “Issuer”), the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and U.S. Bank Trust Company, National Association, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Base Indenture”), dated as of April 6, 2022, as supplemented by that certain First Supplemental Indenture, dated as of April 6, 2022 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), providing for the issuance of the Company’s 4.200% Senior Notes due 2033 (the “2033 Notes”) and the Company’s 4.950% Senior Notes due 2052 (the “2052 Notes” and, together with the 2033 Notes, the “Notes”);
WHEREAS, Section 3.2 of the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s 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, each 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. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture including but not limited to Article X thereof. |
| 3. | No Recourse Against Others. No past, present or future director, officer, employee, incorporator, stockholder or agent of each Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Issuer or each 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. |
| 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 each Guaranteeing Subsidiary and the Issuer. |
Signature pages follow.
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.
| GUARANTEEING SUBSIDIARIES | ||
| TARGA SOUTHTEX ENERGY OPERATING LLC | ||
| TARGA SOUTHTEX ENERGY LP LLC | ||
| TARGA SOUTHTEX ENERGY GP LLC | ||
| TARGA SOUTHTEX PROCESSING LLC | ||
| TARGA RICH GAS SERVICES GP LLC | ||
| TARGA RICH GAS UTILITY GP LLC | ||
| TARGA SOUTHTEX MIDSTREAM T/U GP LLC | ||
| TARGA FRIO LASALLE GP LLC | ||
| T2 EAGLE FORD GATHERING COMPANY LLC | ||
| T2 LASALLE GATHERING COMPANY LLC | ||
| By: | /s/ Scott Rogan | |
| Name: Scott Rogan | ||
| Title: Senior Vice President – Finance and Treasurer | ||
| T2 GAS UTILITY LLC | ||
| By: T2 Eagle Ford Gathering Company LLC, its sole member | ||
| By: | /s/ Scott Rogan | |
| Name: Scott Rogan | ||
| Title: Senior Vice President – Finance and Treasurer | ||
| T2 LASALLE GAS UTILITY LLC | ||
| By: T2 LaSalle Gathering Company LLC, its sole member | ||
| By: | /s/ Scott Rogan | |
| Name: Scott Rogan | ||
| Title: Senior Vice President – Finance and Treasurer | ||
Signature Page to Supplemental Indenture
(April 6, 2022 Indenture)
| TARGA RICH GAS SERVICES LP | ||
| By: Targa Rich Gas Services GP LLC, its general partner | ||
| By: | /s/ Scott Rogan | |
| Name: Scott Rogan | ||
| Title: Senior Vice President – Finance and Treasurer | ||
| TARGA SOUTHTEX TRANSMISSION LP | ||
| TARGA RICH GAS UTILITY LP | ||
| By: Targa Rich Gas Utility GP LLC, its general partner | ||
| By: | /s/ Scott Rogan | |
| Name: Scott Rogan | ||
| Title: Senior Vice President – Finance and Treasurer | ||
| TARGA SOUTHTEX MIDSTREAM UTILITY LP | ||
| By: Targa SouthTex Midstream T/U GP LLC, its general partner | ||
| By: | /s/ Scott Rogan | |
| Name: Scott Rogan | ||
| Title: Senior Vice President – Finance and Treasurer | ||
Signature Page to Supplemental Indenture
(April 6, 2022 Indenture)
| TARGA SOUTHTEX MUSTANG TRANSMISSION LTD. | ||
| TARGA SOUTHTEX CCNG GATHERING LTD. | ||
| TARGA SOUTHTEX MIDSTREAM MARKETING COMPANY LTD. | ||
| TARGA SOUTHTEX NGL PIPELINE LTD. | ||
| TARGA SOUTHTEX GATHERING LTD. | ||
| By: Targa SouthTex Energy GP LLC, its general partner | ||
| By: | /s/ Scott Rogan | |
| Name: Scott Rogan | ||
| Title: Senior Vice President – Finance and Treasurer | ||
| TARGA FRIO LASALLE PIPELINE LP | ||
| By: Targa Frio LaSalle Pipeline GP LLC, its general partner | ||
| By: | /s/ Scott Rogan | |
| Name: Scott Rogan | ||
| Title: Senior Vice President – Finance and Treasurer | ||
Signature Page to Supplemental Indenture
(April 6, 2022 Indenture)
| ISSUER | ||
| TARGA RESOURCES CORP. | ||
| By: | /s/ Scott Rogan | |
| Name: Scott Rogan | ||
| Title: Senior Vice President – Finance and Treasurer | ||
Signature Page to Supplemental Indenture
(April 6, 2022 Indenture)
| TRUSTEE | ||
| U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee | ||
| By: | /s/ Alejandro Hoyos | |
Alejandro Hoyos Authorized Signatory | ||
Signature Page to Supplemental Indenture
(April 6, 2022 Indenture)