exv10w2



 





Exhibit 10.2




COMMITMENT INCREASE SUPPLEMENT




     This COMMITMENT INCREASE SUPPLEMENT (the “Commitment Increase Supplement”) is made as
of October 24, 2007 by and among TARGA RESOURCES PARTNERS LP, a Delaware limited partnership (the
“Borrower”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, the
“Administrative Agent”), Collateral Agent, Swing Line Lender and L/C Issuer and the parties
signatory hereto as the Increasing Lenders (hereinafter defined) and the New Lenders (hereinafter
defined).



RECITALS




     Borrower, Administrative Agent, the Swing Line Lender, the L/C Issuer and the Lenders named
therein are parties to that certain Credit Agreement dated as of February 14, 2007 (as otherwise
amended, supplemented, restated, increased, extended, or otherwise modified from time to time, the
“Credit Agreement”). All terms used herein and not otherwise defined shall have the same
meaning given to them in the Credit Agreement.



     Pursuant to Section 2.14 of the Credit Agreement, upon notice to the Administrative
Agent, Borrower has the right to cause from time to time an increase in the Aggregate Commitments
by adding to the Credit Agreement, subject to the approval of the Administrative Agent, the L/C
Issuer, and the Swing Line Lender one or more additional Lenders (referred to in Section
2.14(c) of the Credit Agreement as “additional Eligible Assignees”) and referred to herein as
the “New Lenders”), or by allowing one or more Lenders to increase their respective
Commitment (such Lenders being referred to herein as the “Increasing Lenders”), subject to
the limitations contained in such Section 2.14.



AGREEMENT




     1. The Borrower and the parties signatory hereto as the Increasing Lenders and as the New
Lenders hereby agree that, from and after the date hereof, the Increasing Lenders and the New
Lenders shall have the respective Commitments as set forth on the attached Supplement to
Schedule 2.01. By its execution and delivery of this Commitment Increase Supplement, each New
Lender hereby assumes all of the rights and obligations of a Lender under the Credit Agreement.
Such Commitments of the New Lenders and the increase in the Commitments of the Increasing Lenders
shall represent an increase in the Aggregate Commitments pursuant to Section 2.14 of the
Credit Agreement.



     2. Administrative Agent, Swing Line Lender, L/C Issuer, and Borrower hereby consent to and
approve the Commitment of each New Lender and the increase in the Commitment of each Increasing
Lender, and such resulting increase in the Aggregate Commitments pursuant to Section 2.14
of the Credit Agreement.



     3. Each New Lender and each Increasing Lender hereby represents and warrants to the
Administrative Agent, Swing Line Lender and L/C Issuer as follows: (a) it has full power and
authority, and has taken all action necessary, to execute and deliver this Commitment Increase
Supplement, to consummate the transactions contemplated hereby and to become or to



1









 





continue to be a Lender under the Credit Agreement, (b) from and after the Increase Effective
Date (hereinafter defined), it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of its Commitment, shall have the obligations of a Lender thereunder,
and (c) it has received a copy of the Credit Agreement, together with copies of the most recent
financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such
other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Commitment Increase Supplement on the basis of which it has made such
analysis and decision independently and without reliance on the Administrative Agent, Swing Line
Lender, L/C Issuer, or any other Lender; and agrees that (1) it will, independently and without
reliance on the Administrative Agent, Swing Line Lender, L/C Issuer or any other Lender, and based
on such documents and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Loan Documents, and (2) it will
perform in accordance with their terms all of the obligations which by the terms of the Loan
Documents are required to be performed by it as a Lender.



     4. This Commitment Increase Supplement shall be effective on the date (the “Increase
Effective Date”) that (i) the Borrower and each New Lender and each Increasing Lender each
execute a counterpart hereof and deliver the same to the Administrative Agent, (ii) the
Administrative Agent, Swing Line Lender, and L/C Issuer execute and deliver a counterpart hereof,
(iii) each of the conditions to the increase in the Aggregate Commitments in Section 2.14
of the Credit Agreement shall have occurred, and (iv) all additional conditions precedent set forth
on the Conditions Precedent Schedule attached hereto have been satisfied. From and after
the Increase Effective Date, each New Lender shall be a “Lender” under the Loan Documents.



     5. Upon any increase in the Aggregate Commitments pursuant Section 2.14, the Lenders
have authorized the Administrative Agent and the Borrower to make non-ratable borrowings and
prepayments of the Committed Loans, and if any such prepayment requires the payment of Eurodollar
Rate Loans other than on the last day of the applicable Interest Period, Borrower shall pay any
required amounts pursuant to Section 3.05, in order to keep the outstanding Committed Loans
ratable with any revised Applicable Percentages arising from any nonratable increase in the
Commitments under this Commitment Increase Supplement. On the Increase Effective Date, each New
Lender and each Increasing Lender shall make a Committed Loan for the account of the Borrower to
implement such provisions of Section 2.14 of the Credit Agreement.



     6. Borrower (a) represents and warrants that, on and as of the Increase Effective Date, before
and after giving effect to the increase in Aggregate Commitments resulting hereunder, (i) the
representations and warranties contained in Article V of the Credit Agreement and the other
Loan Documents are true and correct in all material respects, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are true
and correct in all material respects as of such earlier date, and except that for purposes of this
Commitment Increase Supplement, the representations and warranties contained in subsection (a) of
Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to
clauses (a) and (b) of Section 6.01, and (ii) no Default exists, (b) ratifies and confirms
each of the Loan Documents, (c) agrees that all Loan Documents shall apply to the Obligations as
they are or may be increased by this Commitment Increase Supplement, (d) agrees that its
obligations and covenants under each Loan Document are otherwise unimpaired



2









 





hereby and shall remain in full force and effect, and (e) covenants, for the benefit of the
Secured Parties, to cause to be issued, not more than 30 days after the Increase Effective Date (or
such longer period as the Administrative Agent may agree in its discretion), the fully paid title
insurance policies described in clause (e)(ii) of the Conditions Precedent Schedule in
respect of each of the Sterling, Gillis, Acadia and Mertzen plants.



     7. This Commitment Increase Supplement may not be amended, changed, waived or modified, except
by a writing executed by the parties hereto.



     8. This Commitment Increase Supplement embodies the entire agreement among each New Lender,
each Increasing Lender, the Borrower, L/C Issuer, Swing Line Lender and the Administrative Agent
with respect to the subject matter hereof and supersedes all other prior arrangements and
understandings relating to the subject matter hereof.



     9. This Commitment Increase Supplement may be executed in any number of counterparts each of
which shall be deemed to be an original. Each such counterpart shall become effective when
counterparts have been executed by all parties hereto. Delivery of an executed counterpart of this
Commitment Increase Supplement by telecopier shall be effective as delivery of a manually executed
counterpart of this Commitment Increase Supplement.



     10. This Commitment Increase Supplement shall be binding upon and inure to the benefit of each
New Lender and each Increasing Lender and the Borrower and its respective successors and permitted
assigns, except that neither party may assign or transfer any of its rights or obligations
hereunder without the prior written consent of the other party.



     11. This Commitment Increase Supplement is a Loan Document, as defined in the Loan Agreement,
and is subject to the provisions of the Credit Agreement governing Loan Documents.



     12. This Commitment Increase Supplement shall be governed by, and construed in accordance
with, the laws of the State of New York.



     If requested by any New Lender or any Increasing Lender, the Borrower shall execute and
deliver to such New Lender or such Increasing Lender, as of the Increase Effective Date, a Note in
the form attached to the Credit Agreement to evidence the Commitment of such New Lender or such
Increasing Lender. If any Increasing Lender which requests a new Note is in possession of an
existing Note in the amount of its Commitment before giving effect to the increase pursuant to this
Commitment Increase Supplement (each an “Existing Note”), such Increasing Lender shall, promptly
after receipt of its new Note, mark such Existing Note “cancelled” and return such Existing Note to
the Borrower.



[Remainder of page intentionally left blank.]




3









 





     IN WITNESS WHEREOF, the Administrative Agent, Swing Line Lender, L/C Issuer, Borrower, each
New Lender, and each Increasing Lender have executed this Commitment Increase Supplement as of the
date shown above.



	 	 	 	 	 
	 	TARGA RESOURCES PARTNERS LP

 	 
	 	By:  	Targa Resources GP LLC, its sole general partner
 	 
	 	 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                 /s/ Howard M. Tate
 	 
	 	 	Howard M. Tate 	 
	 	 	Vice President -- Finance and
Treasurer 	 
	 



 









 






	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as Administrative Agent

 	 
	 	By:  	/s/ Christopher Smith
 	 
	 	 	Name:  	Christopher Smith 	 
	 	 	Title:  	Senior Vice President 	 
	 



 









 






	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as L/C Issuer and Swing Line Lender

 	 
	 	By:  	/s/ Christopher Smith
 	 
	 	 	Name:  	Christopher Smith 	 
	 	 	Title:  	Senior Vice President 	 
	 



 









 






	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,
as an Increasing Lender

 	 
	 	By:  	/s/ Christopher Smith
 	 
	 	 	Name:  	Christopher Smith 	 
	 	 	Title:  	Senior Vice President 	 
	 



 









 






	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION,
as an Increasing Lender

 	 
	 	By:  	/s/ Leanne S. Phillips
 	 
	 	 	Name:  	Leanne S. Phillips 	 
	 	 	Title:  	Director 	 
	 



 









 






	 	 	 	 	 
	 	MERRILL LYNCH CAPITAL, A DIVISION
OF MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., as an Increasing Lender

 	 
	 	By:  	/s/  Gregory B. Hanson
 	 
	 	 	Name:  	Gregory B. Hanson 	 
	 	 	Title:  	Vice President 	 
	 



 









 






	 	 	 	 	 
	 	ROYAL BANK OF CANADA, as an Increasing Lender

 	 
	 	By:  	/s/ David A. McCluskey
 	 
	 	 	Name:  	David A. McCluskey 	 
	 	 	Title:  	Authorized Signatory 	 
	 



 









 






	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC, as an Increasing Lender

 	 
	 	By:  	/s/ Matthew Main
 	 
	 	 	Name:  	Matthew Main 	 
	 	 	Title:  	Managing Director 	 
	 



 









 






	 	 	 	 	 
	 	BNP PARIBAS, as an Increasing Lender

 	 
	 	By:  	/s/ Richard Hawthorne
 	 
	 	 	Name:  	Richard Hawthorne 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                   /s/ Greg Smothers
 	 
	 	 	Name:  	Greg Smothers 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ABN AMRO BANK N.V., as an Increasing Lender

 	 
	 	By:  	/s/ John D. Reed
 	 
	 	 	Name:  	John D. Reed 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                     /s/ M. Aamir Khan
 	 
	 	 	Name:  	M. Aamir Khan 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA, as an Increasing Lender

 	 
	 	By:  	/s/ A. Ostrov
 	 
	 	 	Name:  	A. Ostrov 	 
	 	 	Title:  	Director 	 
	 



 









 






	 	 	 	 	 
	 	CITIBANK, N.A., as an Increasing Lender

 	 
	 	By:  	/s/ Ashish Sethi
 	 
	 	 	Name:  	Ashish Sethi 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 



 









 






	 	 	 	 	 
	 	AMEGY BANK NATIONAL
ASSOCIATION, as an Increasing Lender

 	 
	 	By:  	/s/ W. Bryan Chapman
 	 
	 	 	Name:  	W. Bryan Chapman 	 
	 	 	Title:  	Senior Vice President 	 
	 



 









 






	 	 	 	 	 
	 	COMPASS BANK, as an Increasing Lender

 	 
	 	By:  	/s/ Adrianne D. Griffin
 	 
	 	 	Name:  	Adrianne D. Griffin 	 
	 	 	Title:  	Vice President 	 
	 



 









 






	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as an Increasing Lender

 	 
	 	By:  	/s/ Justin N. Alexander
 	 
	 	 	Name:  	Justin N. Alexander 	 
	 	 	Title:  	Vice President 	 
	 



 









 






	 	 	 	 	 
	 	FORTIS CAPITAL CORP., as an Increasing Lender

 	 
	 	By:  	/s/ Darrell Holley
 	 
	 	 	Name:  	Darrell Holley 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                   /s/ Casey Lowary
 	 
	 	 	Name:  	Casey Lowary 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as an Increasing Lender

 	 
	 	By:  	/s/ Kevin J. Utsey
 	 
	 	 	Name:  	Kevin J. Utsey 	 
	 	 	Title:  	Vice President 	 
	 



 









 






	 	 	 	 	 
	 	COMERICA BANK, as an Increasing Lender

 	 
	 	By:  	/s/ Josh Strong
 	 
	 	 	Name:  	Josh Strong 	 
	 	 	Title:  	Assistant Vice President 	 
	 



 









 






	 	 	 	 	 
	 	GUARANTY BANK, as an Increasing Lender

 	 
	 	By:  	/s/ Jim R. Hamilton
 	 
	 	 	Name:  	Jim R. Hamilton 	 
	 	 	Title:  	Senior Vice President 	 
	 



 









 






	 	 	 	 	 
	 	NATIXIS, as an Increasing Lender

 	 
	 	By:  	/s/ Donovan Broussard
 	 
	 	 	Name:  	Donovan Broussard 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	               /s/ Louis P. Laville, III
 	 
	 	 	Name:  	Louis P. Laville, III 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	UBS LOAN FINANCE LLC, as an Increasing Lender

 	 
	 	By:  	/s/ David B. Julie
 	 
	 	 	Name:  	David B. Julie 	 
	 	 	Title:  	Associate Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                   /s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	LEHMAN BROTHERS COMMERCIAL
BANK, as an Increasing Lender

 	 
	 	By:  	/s/ George Janes
 	 
	 	 	Name:  	George Janes 	 
	 	 	Title:  	Chief Credit Officer 	 
	 



 









 






	 	 	 	 	 
	 	CREDIT SUISSE, as an Increasing Lender

 	 
	 	By:  	/s/ James Moran
 	 
	 	 	Name:  	James Moran 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                    /s/ Nupur Kumar
 	 
	 	 	Name:  	Nupur Kumar 	 
	 	 	Title:  	Associate 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GOLDMAN SACHS CREDIT PARTNERS
L.P., as an Increasing Lender

 	 
	 	By:  	/s/ Mark Walton
 	 
	 	 	Name:  	Mark Walton 	 
	 	 	Title:  	Authorized Signatory 	 
	 



 









 






	 	 	 	 	 
	 	RAYMOND JAMES BANK, FSB, as a New Lender

 	 
	 	By:  	/s/ Garrett McKinnon
 	 
	 	 	Name:  	Garrett McKinnon 	 
	 	 	Title:  	Vice President 	 
	 



 









 






	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as a New Lender

 	 
	 	By:  	/s/ Dusan Lazarov
 	 
	 	 	Name:  	Dusan Lazarov 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                     /s/ Erin Morrissey
 	 
	 	 	Name:  	Erin Morrissey 	 
	 	 	Title:  	Vice President 	 
	 




 









 








SUPPLEMENT TO SCHEDULE 2.01 

OF THE CREDIT AGREEMENT




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Existing	 	New	 	Amount of
	 	 	Commitment	 	Commitment	 	Commitment
	Lender	 	Amount	 	Amount	 	Increase
	Bank of America, N.A.
	 	$	29,750,000	 	 	$	42,500,000	 	 	$	12,750,000	 
	Wachovia Bank, National Association
	 	$	29,750,000	 	 	$	42,500,000	 	 	$	12,750,000	 
	Royal Bank of Canada
	 	$	29,500,000	 	 	$	42,000,000	 	 	$	12,500,000	 
	The Royal Bank of Scotland PLC
	 	$	29,500,000	 	 	$	42,000,000	 	 	$	12,500,000	 
	Merrill Lynch Capital, a division
of Merrill Lynch Business Financial
Services Inc.
	 	$	29,500,000	 	 	$	40,000,000	 	 	$	10,500,000	 
	The Bank of Nova Scotia
	 	$	29,000,000	 	 	$	35,000,000	 	 	$	6,000,000	 
	ABN AMRO Bank N.V.
	 	$	25,000,000	 	 	$	35,000,000	 	 	$	10,000,000	 
	BNP Paribas
	 	$	25,000,000	 	 	$	35,000,000	 	 	$	10,000,000	 
	Compass Bank
	 	$	19,000,000	 	 	$	35,000,000	 	 	$	16,000,000	 
	Citibank, N.A.
	 	$	19,000,000	 	 	$	35,000,000	 	 	$	16,000,000	 
	JPMorgan Chase Bank, N.A.
	 	$	19,000,000	 	 	$	25,000,000	 	 	$	6,000,000	 
	Amegy Bank National Association
	 	$	19,000,000	 	 	$	25,000,000	 	 	$	6,000,000	 
	Guaranty Bank
	 	$	19,000,000	 	 	$	25,000,000	 	 	$	6,000,000	 
	U.S. Bank National Association
	 	$	19,000,000	 	 	$	25,000,000	 	 	$	6,000,000	 
	Comerica Bank
	 	$	19,000,000	 	 	$	25,000,000	 	 	$	6,000,000	 
	Fortis Capital Corp.
	 	$	19,000,000	 	 	$	25,000,000	 	 	$	6,000,000	 
	Natixis
	 	$	15,000,000	 	 	$	22,000,000	 	 	$	7,000,000	 
	UBS Loan Finance LLC
	 	$	14,000,000	 	 	$	25,000,000	 	 	$	11,000,000	 
	Credit Suisse
	 	$	14,000,000	 	 	$	25,000,000	 	 	$	11,000,000	 
	Goldman Sachs Credit Partners L.P.
	 	$	14,000,000	 	 	$	25,000,000	 	 	$	11,000,000	 
	Lehman Brothers Commercial Bank
	 	$	14,000,000	 	 	$	19,000,000	 	 	$	5,000,000	 
	Deutsche Bank Trust Company Americas
	 	 	—	 	 	$	25,000,000	 	 	$	25,000,000	 
	Raymond James Bank, FSB
	 	 	—	 	 	$	25,000,000	 	 	$	25,000,000	 
	TOTAL
	 	 	 	 	 	 	 	 	 	$	250,000,000	 







 









 








CONSENT AND AGREEMENT

October __, 2007




     The undersigned Guarantors each hereby consents to the provisions of this Commitment Increase
Supplement and the transactions contemplated herein and hereby ratifies and confirms each of the
Loan Documents to which it is a party, and, without limiting the foregoing, agree that such Loan
Documents shall apply to the Obligations as they are or may be increased by this Commitment
Increase Supplement and that its obligations and covenants under such Loan Documents are otherwise
unimpaired hereby and shall remain in full force and effect.



	 	 	 	 	 
	 	TARGA RESOURCES OPERATING LP

 	 
	 	By:  	Targa Resources Operating GP LLC,
its sole general partner
 	 
	 	 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                  /s/ Howard M. Tate
 	 
	 	 	Howard M. Tate 	 
	 	 	Vice President — Finance and
Treasurer 	 
	 



	 	 	 	 	 
	 	TARGA RESOURCES OPERATING GP LLC

 	 
	 	By:  	/s/ Howard M. Tate
 	 
	 	 	Howard M. Tate 	 
	 	 	Vice President — Finance and
Treasurer 	 
	 



	 	 	 	 	 
	 	TARGA NORTH TEXAS LP

 	 
	 	By:  	Targa North Texas GP LLC,
 its sole general partner
 	 
	 	 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                    /s/ Howard M. Tate
 	 
	 	 	Howard M. Tate 	 
	 	 	Vice President — Finance and
Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	TARGA NORTH TEXAS GP LLC

 	 
	 	By:  	/s/ Howard M. Tate
 	 
	 	 	Howard M. Tate 	 
	 	 	Vice President — Finance and
Treasurer 	 
	 



	 	 	 	 	 
	 	TARGA INTRASTATE PIPELINE LLC

 	 
	 	By:  	/s/ Howard M. Tate
 	 
	 	 	Howard M. Tate 	 
	 	 	Vice President — Finance and
Treasurer 	 
	 



Address of each Guarantor:




1000 Louisiana, Suite 4300

Houston, Texas 77002

Attention: Vice President — Finance

Telephone: 713.584.1024

Telecopier: 713.584.1523





 









 








Conditions Precedent Schedule




1. The Borrower shall have delivered to the Administrative Agent, in form reasonably satisfactory
to the Administrative Agent:




	 	 	(a)   a certificate of the Borrower that (i) all conditions precedent to the
acquisition by the Borrower of Targa Resources Texas GP LLC, Targa Texas Field Services LP
and Targa Louisiana Field Services LLC (the “Acquired Companies”) pursuant to the Purchase
and Sale Agreement dated September 18, 2007 with Targa Resources, Inc. (the “Purchase and
Sale Agreement”) shall have been satisfied or waived (in compliance with (iii) below), (ii)
that closing and funding of such acquisition by the Borrower of the Acquired Companies shall
be consummated on a substantially contemporaneous basis with the delivery of such
certificate and (iii) there have been no material alterations, amendments or changes in the
Purchase and Sale Agreement or other agreements, instruments and documents relating to the
acquisition of the Acquired Companies, and no material condition contained in the Purchase
and Sale Agreement or such other agreements, instruments and documents shall have been
waived without the prior written consent of the Administrative Agent (which consent shall
not be unreasonably withheld).
	 
	 	 	(b)   releases in respect of all existing Liens on the Equity Interests and the assets of the
Acquired Companies other than Liens permitted under Section 7.01 of the Credit Agreement;
	 
	 	 	(c)   Guaranty Supplement executed by each of Targa Resources Texas GP LLC, Targa Texas Field
Services LP, Targa Louisiana Field Services LLC and Targa Louisiana Intrastate LLC;
	 
	 	 	(d)   Security Documents satisfactory for the creation and perfection of valid first priority
Liens (subject to Liens permitted by Section 7.01 of the Credit Agreement) on and security
interests in the Equity Interests and the assets of the Acquired Companies to secure the
Obligations under the Credit Agreement;
	 
	 	 	(e)   in respect of each of the Sterling, Gillis, Acadia and Mertzen plants (i) title
commitments or other evidence satisfactory to the Administrative Agent of satisfactory title
thereto, and (ii) no more than 30 days after the Increase Effective Date (or such longer
period as the Administrative Agent may agree in its discretion), a fully paid title
insurance policy in form and substance, with endorsements and in amounts reasonably
acceptable to the Administrative Agent and Collateral Agent, issued, coinsured and reinsured
by title insurers reasonably acceptable to the Administrative Agent and Collateral Agent,
insuring the Mortgage in respect of such property to be valid first and subsisting Liens on
the property described therein, free and clear of all defects (including, but not limited
to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Liens permitted
under the Loan Documents, and providing for such other affirmative insurance (including
endorsements for future advances under the Loan Documents and for mechanics’ and
materialmen’s Liens) and such coinsurance and direct access reinsurance as the
Administrative Agent may deem necessary or desirable;




 









 






	 	 	(f)   a favorable opinion of (i) Bracewell & Giuliani LLP., New York and Texas counsel
to the Loan Parties, and (ii) Schully Roberts Slattery & Marino, Louisiana counsel to the
Loan Parties, addressed to the Administrative Agent and each Lender, as to such matters as
the Administrative Agent may reasonably request;
	 
	 	 	(g)   a certificate of the Secretary of each Loan Party certifying (i) true and correct
copies of the resolutions adopted by each Loan Party approving or consenting to such
increase, and such resolutions have not been amended, altered or repealed and are in effect
on the date hereof; (ii) that none of the incumbency certificates and/or other certificates
of Responsible Officers of each Loan Party as the Administrative Agent has previously
required evidencing the identity, authority and capacity of each Responsible Officer thereof
authorized to act as a Responsible Officer in connection with the Security Documents to
which such Loan Party is a party have been amended since they were delivered, and (iii) that
the execution and delivery of the Security Documents has been duly authorized; and
	 
	 	 	(h)   such other documents and certifications as the Administrative Agent may reasonably
require to evidence that each Loan Party is duly organized or formed, and that each Loan
Party is validly existing, in good standing and qualified to engage in business in each
jurisdiction where its ownership, lease or operation of properties or the conduct of its
business requires such qualification.





2. The receipt by the Borrower of additional equity investments to fund the purchase of the
Acquired Companies of at least $345,000,000 (prior to deduction of customary issuance costs and
expenses);



3. The purchase price for the Acquired Companies, as adjusted pursuant to the Purchase and Sale
Agreement, shall not exceed $735,000,000; and



4. The Borrower shall have paid all fees required to be paid to Administrative Agent in connection
with the Commitment Increase Supplement and all other fees and reimbursements to be paid pursuant
to any Loan Documents, including fees and disbursements of Administrative Agent’s attorneys to the
extent invoiced prior to the Increase Effective Date.