Registration Rights Agreement




 Exhibit 4.4 
 $250,000,000 
 TARGA RESOURCES, INC. AND 
 TARGA RESOURCES FINANCE CORPORATION 
 8 1/2% Senior Notes due 2013 
 REGISTRATION RIGHTS AGREEMENT 
 October 31, 2005 
 Credit Suisse First Boston LLC 
 Merrill Lynch, Pierce, Fenner & Smith Incorporated 
 Goldman, Sachs & Co., 
 As Representatives of the Several Purchasers, 
       c/o Credit Suisse First Boston LLC, 
                     Eleven Madison Avenue, 
                         New York, N.Y. 10010-3629 
 Dear Sirs: 
 Targa Resources Inc., a Delaware corporation (the “Issuer”), and Targa
Resources Finance Corporation, a Delaware corporation (the “Co-Issuer”), propose to issue and sell to the several initial purchasers named in Schedule A hereto (collectively, the “Purchasers”), upon the terms
set forth in a purchase agreement dated October 18, 2005 (the “Purchase Agreement”), $250,000,000 aggregate principal amount of their Senior Notes due 2013 (the “Initial Securities”) to be unconditionally
guaranteed (the “Guarantees”) by each of the subsidiaries of the Issuer named in Schedule B hereto (the “Guarantors” and together with the Issuer and the Co-Issuer, the “Company”). The Initial
Securities will be issued pursuant to an Indenture, dated as of October 31, 2005, (the “Indenture”) among the Issuer, the Co-Issuer, the Guarantors and Wells Fargo Bank, National Association (the “Trustee”). As
an inducement to the Purchasers, the Company agrees with the Purchasers, for the benefit of the holders of the Initial Securities (including, without limitation, the Purchasers), the Exchange Securities (as defined below) and the Private Exchange
Securities (as defined below) (collectively the “Holders”), as follows: 
 1. Registered Exchange Offer. The
Company shall, at its own cost, prepare and file with the Securities and Exchange Commission (the “Commission”), within two years after the Issue Date (as defined below), a registration statement (the “Exchange Offer
Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of
Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the
Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Issuer and Co-Issuer issued under the Indenture and identical in all material respects to the applicable series of Initial
Securities surrendered by such Holder (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The
Company shall use its commercially reasonable efforts to (i) cause such Exchange Offer Registration Statement to be declared effective under the Securities Act within 870 days after the Issue Date, (ii) as soon as practicable after the
effectiveness of the Exchange Offer Registration Statement, offer the Exchange Notes in exchange for surrender of the Notes and (iii) keep the Exchange Offer Registration Statement open for not less than 20 business days (or longer, if
required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). 








 If the Company effects the Registered Exchange
Offer, the Company (i) will be entitled to close the Registered Exchange Offer 20 business days after the commencement thereof (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance
with the terms of the Registered Exchange Offer) and (ii) will use its commercially reasonable efforts to consummate the Registered Exchange Offer not later than 910 days (or if the 910th
 day is not a business day, the first business day thereafter) after the date of original issue of the Initial Securities (the “Issue Date”) (such 910th day, or the first business day thereafter, the “Consummation Deadline”). 
 The Company may, in its discretion, accept tenders of Initial Securities for Exchange Securities after the date that the Company consummates the
Registered Exchange Offer with respect to Initial Securities tendered as of the date of initial consummation and, for purposes of Section 6(a)(ii), the Registered Exchange Offer shall be deemed to have been consummated notwithstanding any such
extension of the tender period. 
 Following the declaration of the effectiveness of the applicable Exchange Offer Registration Statement,
the Company shall promptly commence the Registered Exchange Offer for the applicable series of the Initial Securities, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to
exchange the Initial Securities of such series for Exchange Securities of the same series (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course
of such Holder’s business and has no arrangements or understanding with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered
Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States.
The Company’s obligations under each Registered Exchange Offer and each Private Exchange shall be subject to the conditions that (i) such Registered Exchange Offer or Private Exchange, as the case may be, does not violate applicable law or
any applicable interpretation of the staff of the Commission; (ii) no action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair the ability of the Issuer to proceed
with such Registered Exchange Offer or Private Exchange, and no material adverse development shall have occurred in any existing action or proceeding with respect to the Company; and (iii) all governmental approvals that the Company deems
necessary for the consummation of such Registered Exchange Offer or Private Exchange shall have been obtained. 
 The Company acknowledges
that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker or dealer registered under the Exchange Act
of 1934, as amended (the “Exchange Act”) (a “broker-dealer”) electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange
Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and
the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer
pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Private Exchange Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment is required
to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. 
 The Company shall use its commercially reasonable efforts to keep each Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to 

  

 2 









 
permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time
as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an
Initial Purchaser, such period shall be the lesser of 180 days (or such shorter period during which such person is required by applicable law to deliver such prospectus) and the date on which all Exchanging Dealers and the Initial Purchasers have
sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer or other
person with similar prospectus delivery requirements for use in connection with any resale of any series of Exchange Securities for a period of not less than 90 days after the effective date of the Exchange Offer Registration Statement relating to
such series (or such shorter period during which such persons are required by applicable law to deliver such prospectus). 
 If, upon
consummation of each Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered
Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal
amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United
States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange
Securities are herein collectively called the “Securities”. 
 In connection with each Registered Exchange Offer, the
Company shall: 
 (a) mail to each Holder a copy of the prospectus forming part of the applicable Exchange Offer Registration
Statement, together with an appropriate letter of transmittal and related documents; 
 (b) keep the applicable Registered
Exchange Offer open for not less than 30 days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders; 
 (c) utilize the services of a depositary for the applicable Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an affiliate of the Trustee;

 (d) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last
business day on which the applicable Registered Exchange Offer shall remain open; and 
 (e) otherwise comply with all
applicable laws. 
 As soon as practicable after the close of the applicable Registered Exchange Offer or the applicable Private Exchange, as
the case may be, the Company shall: 
 (x) accept for exchange all the Initial Securities validly tendered and not
withdrawn pursuant to such Registered Exchange Offer and such Private Exchange; 
 (y) deliver to the Trustee for
cancellation all the Initial Securities so accepted for exchange; and 
  

 3 









 (z) cause the Trustee to authenticate and deliver promptly to each Holder of the
Initial Securities, Exchange Securities or Private Exchange Securities of each series, as the case may be, equal in principal amount to the Initial Securities of such series of such Holder so accepted for exchange. 
 The Indenture will provide that the Exchange Securities will not be subject to the transfer restrictions set forth in the Indenture and that all the
Securities issued pursuant to such Indenture will vote and consent together on all matters as one class and that none of the Securities will have the right to vote or consent as a class separate from one another on any matter. 
 Interest on each Exchange Security and Private Exchange Security issued pursuant to each Registered Exchange Offer and in each Private Exchange will
accrue from the last interest payment date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if no interest has been paid on the Initial Securities, from the Issue Date. 
 Each Holder participating in each Registered Exchange Offer shall be required to represent to the Company that at the time of the consummation of the
applicable Registered Exchange Offer that: (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no arrangements or understanding with any person to participate
in the distribution (within the meaning of the Securities Act) of the Exchange Securities, (iii) such Holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company or if it is an “affiliate”,
such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Securities and (v) if such Holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or
other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to delivery of a prospectus in connection with any resale of such Exchange Securities). 
 Upon consummation of the Registered Exchange Offer in accordance with this Section 2 with respect to each series of the Initial Securities, the
provisions of this Agreement shall continue to apply solely with respect to Transfer Restricted Securities of such series that are Private Exchange Securities, as to which Section 2 is applicable and Exchange Securities of such series held by
Participating Broker-Dealers, and the Company shall have no further obligation to register any other Securities of such series pursuant hereto. 
 2. Shelf Registration. If, (i) because of any change in law or in applicable interpretations of the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1
hereof, (ii) for any other reason a Registered Exchange Offer is not consummated within 910 days of the Issue Date, (iii) any Initial Purchaser shall notify the Company following consummation of the applicable Registered Exchange
Offer that the Initial Securities (or the Private Exchange Securities) held by it are not eligible to be exchanged for Exchange Securities in such Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) notifies the
Company within 30 days after the consummation of the applicable Registered Exchange Offer that it is prohibited by law or Commission policy from participating in such Registered Exchange Offer or, in the case of any Holder (other than an Exchanging
Dealer) that participates in such Registered Exchange Offer, such Holder may not resell the Exchange Securities acquired by it in such Registered Exchange Offer to the public without delivering a prospectus and so notifies the Company within 30 days
after such Holder first becomes aware of such restrictions, the Company shall take the following actions: 
 (a) The Company
shall, at its cost, promptly file with the Commission under the Securities Act a registration statement (the “Shelf Registration Statement” and, together with the applicable Exchange Offer Registration Statement, a
“Registration Statement”) on an appropriate 

  

 4 









 
form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities of each series by the Holders thereof from time to time in
accordance with the methods of distribution set forth in the applicable Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); 
 (b) (A) in the cause of clause (i) above, the Company shall use its
commercially reasonable efforts to, no later than 870 days after the Issue Date (or if the 870th day is not a business day, the first business day
thereafter) (such 870th day, or the first business day thereafter, as the case may be, being an “Effectiveness Deadline”), cause to be
declared effective under the Securities Act the Shelf Registration Statement on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities of each series by the Holders thereof from time to time
in accordance with the methods of distribution set forth in the applicable Shelf Registration Statement and the Shelf Registration and (B) in the case of clauses (ii), (iii) and (iv) above, use its commercially reasonable efforts to
cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 90th day (or if the 90th day is not a business day, the first business day thereafter) after the date on which the Shelf Registration Statement is required to be filed; provided,
however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement
applicable to such Holder. 
 (c) The Company shall use its commercially reasonable efforts to
keep each Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended
pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by such Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted
securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its commercially reasonable efforts to keep each Shelf Registration Statement effective during the requisite
period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law or is taken pursuant to
Section 3(j) hereof. 
 (d) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall
cause each Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the
applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading. 
 Notwithstanding any other provisions of this
Agreement to the contrary, at any time, the Company may delay the filing of any Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days with no more than
three such delays in filing or delays or suspension of effectiveness during any calendar year (each, a “Shelf Suspension Period”), if the Company determines reasonably and in good faith that the filing of any such Shelf Registration
Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the Company, would be detrimental to the Company if so disclosed or would
otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law. 
  

 5 









 3. Registration Procedures. In connection with any Shelf Registration contemplated by
Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply: 
 (a) The Company shall (i) furnish to each Initial Purchaser, prior to the filing thereof with the Commission to the extent reasonably
practicable, a copy of the applicable Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that an Initial Purchaser (with respect to any portion of an unsold allotment
from the original offering) is participating in such Registered Exchange Offer or such Shelf Registration Statement, the Company shall use its commercially reasonable efforts to reflect in each such document, when so filed with the Commission, such
comments as such Initial Purchaser reasonably may propose; (ii) include the information set forth in Annex A hereto on the cover, in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange
Offer” section and in Annex C hereto in the “Plan of Distribution” section of the prospectus forming a part of the Exchange Offer Registration Statement and include the information set forth in Annex D hereto in the Letter of
Transmittal delivered pursuant to the Registered Exchange Offer; (iii) if requested by an Initial Purchaser, include the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in the prospectus
forming a part of the applicable Exchange Offer Registration Statement; (iv) include within the prospectus contained in the applicable Exchange Offer Registration Statement a section entitled “Plan of Distribution,” reasonably
acceptable to the Initial Purchasers, which shall contain a summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential “underwriter” status of any broker-dealer that is the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Securities received by such broker-dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”), whether such positions or policies have
been publicly disseminated by the staff of the Commission or such positions or policies, in the reasonable judgment of the Initial Purchasers based upon advice of counsel (which may be in-house counsel), represent the prevailing views of the staff
of the Commission; and (v) in the case of a Shelf Registration Statement, include the names of the Holders, who propose to sell Securities pursuant to such Shelf Registration Statement, as selling security holders. 
 (b) The Company shall give written notice to the Initial Purchasers, the Holders of the Securities and any Participating Broker-Dealer
from whom the Company has received prior written notice that it will be a Participating Broker-Dealer in the applicable Registered Exchange Offer (which notice pursuant to clauses (ii) through (v) below shall be accompanied by an
instruction to suspend the use of the prospectus until the requisite changes have been made): 
 (i) when the applicable
Registration Statement or any amendment thereto has been filed with the Commission and when the applicable Registration Statement or any post-effective amendment thereto has become effective; 
 (ii) of any request by the Commission for amendments or supplements to the applicable Registration Statement or the prospectus included
therein or for additional information; 
 (iii) of the issuance by the Commission of any stop order suspending the
effectiveness of the applicable Registration Statement or the initiation of any proceedings for that purpose; 
 (iv) of the
receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and 

 

 6 









 (v) of the happening of any event that requires the Company to make changes in the
applicable Registration Statement or the prospectus in order that the applicable Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or
necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading. 
 (c) The Company shall use its commercially reasonable efforts to obtain the withdrawal at the earliest possible time of any order suspending the effectiveness of each Registration Statement. 
 (d) The Company shall furnish to each Holder of Securities included within the coverage of each Shelf Registration, without charge, if the
Holder so requests in writing, at least one copy of the applicable Shelf Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto
(including those, if any, incorporated by reference). 
 (e) The Company shall deliver to each Exchanging Dealer, upon its
request, and each Initial Purchaser, and to any other Holder who so requests, without charge, at least one copy of the applicable Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and
schedules, and, if any Initial Purchaser or any such Holder requests, all exhibits thereto (including those incorporated by reference). 
 (f) The Company shall, during each Shelf Registration Period, deliver to each Holder of Securities included within the coverage of the applicable Shelf Registration, without charge, as many copies of the prospectus
(including each preliminary prospectus) included in the applicable Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request. The Company consents, subject to the provisions of this Agreement, to the
use of the prospectus or any amendment or supplement thereto by each of the selling Holders of the Securities in connection with the offering and sale of the Securities covered by the prospectus, or any amendment or supplement thereto, included in
the applicable Shelf Registration Statement. 
 (g) The Company shall deliver to each Initial Purchaser, any Exchanging
Dealer, any Participating Broker-Dealer and such other persons required to deliver a prospectus following each Registered Exchange Offer, without charge, as many copies of the final prospectus included in the applicable Exchange Offer Registration
Statement and any amendment or supplement thereto as such persons may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by any Initial
Purchaser, if necessary, any Exchanging Dealer, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the applicable Registered Exchange Offer in connection with the offering and sale of the Exchange
Securities covered by the prospectus, or any amendment or supplement thereto, included in such Exchange Offer Registration Statement. 
 (h) Prior to any public offering of the Securities, pursuant to any Registration Statement, the Company shall register or qualify or cooperate with the Holders of the Securities included therein and their respective
counsel in connection with the registration or qualification of the Securities for offer and sale under the securities or “blue sky” laws of such states of the United States as any Holder of the Securities reasonably requests in writing
and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by such Registration Statement; provided, however, that the Company shall not be required to (i) qualify
generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject. 
  

 7 









 (i) The Company shall cooperate with the Holders of the Securities to facilitate the
timely preparation and delivery of certificates representing the Securities to be sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders may request a
reasonable period of time prior to sales of the Securities pursuant to such Registration Statement. 
 (j) Upon the occurrence
of any event contemplated by paragraphs (ii) through (v) of Section 3(b) above during the period for which the Company is required to maintain an effective Registration Statement, the Company shall promptly prepare and file a
post-effective amendment to each Registration Statement or a supplement to the related prospectus and any other required document so that, as thereafter delivered to Holders of the Securities or purchasers of Securities, the prospectus will not
contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company
notifies the Initial Purchasers, the Holders of the Securities and any known Participating Broker-Dealer in accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the prospectus until the requisite
changes to the prospectus have been made, then the Initial Purchasers, the Holders of the Securities and any such Participating Broker-Dealers shall suspend use of such prospectus, and the period of effectiveness of the applicable Shelf Registration
Statement provided for in Section 2(b) above and the applicable Exchange Offer Registration Statement provided for in Section 1 above shall each be extended by the number of days from and including the date of the giving of such notice to
and including the date when the Initial Purchasers, the Holders of the Securities and any known Participating Broker-Dealer shall have received such amended or supplemented prospectus pursuant to this Section 3(j). 
 (k) Not later than the effective date of the applicable Registration Statement, the Company will provide a CUSIP number for the Initial
Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, and provide the applicable trustee with printed certificates for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the
case may be, in a form eligible for deposit with The Depository Trust Company. 
 (l) The Company will comply with all rules
and regulations of the Commission to the extent and so long as they are applicable to each Registered Exchange Offer or each Shelf Registration and will make generally available to its security holders (or otherwise provide in accordance with
Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning
with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement, which statement shall cover such 12-month period. 
 (m) The Company shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture
Act”), in a timely manner and containing such changes, if any, as shall be necessary for such qualification. In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint
a new trustee thereunder pursuant to the applicable provisions of the Indenture. 
 (n) The Company may require each Holder of
Securities to be sold pursuant to any Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of the Securities as the Company may from time to time reasonably require for inclusion in the
Shelf Registration Statement including requiring the Holder to properly complete and execute any selling security holder notices and questionnaires, and any amendments or supplements thereto, that it may reasonably deem necessary or appropriate, and
the Company may exclude from such registration the Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request. 
  

 8 









 (o) The Company shall enter into such customary agreements (including, if requested, an
underwriting agreement in customary form) and take all such other action, if any, as Holders of 20% in principal amount of the Securities registered under the Shelf Registration (such Holders being “Significant Holders”) shall reasonably
request in order to facilitate the disposition of the Securities pursuant to any Shelf Registration. 
 (p) In the case of any
underwritten offering pursuant to Shelf Registration, the Company shall (i) make reasonably available for inspection by the Holders of the Securities, any underwriter participating in any disposition pursuant to the applicable Shelf
Registration Statement and any attorney, accountant or other agent retained by the Holders of the Securities or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and
(ii) cause the Company’s officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders of the Securities or any such underwriter, attorney, accountant or agent in connection
with the applicable Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such persons, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that the
foregoing inspection and information gathering shall be coordinated on behalf of the Initial Purchasers by you and on behalf of the other parties, by one counsel designated by and on behalf of such other parties as described in Section 4
hereof. 
 (q) In the case of any underwritten offering pursuant to Shelf Registration, the Company, if requested by any
Significant Holders of Securities covered thereby, shall cause (i) its counsel to deliver an opinion and updates thereof relating to the Securities in customary form addressed to such Holders and the Managing Underwriters (as defined below), if
any, thereof and dated, in the case of the initial opinion, the effective date of such Shelf Registration Statement (it being agreed that the matters to be covered by such opinion shall include, without limitation, the due incorporation and good
standing of the Company and its subsidiaries; the qualification of the Company and its subsidiaries to transact business as foreign corporations; the due authorization, execution and delivery of the relevant agreement of the type referred to in
Section 3(o) hereof; the due authorization, execution, authentication and issuance, and the validity and enforceability, of the applicable Securities; the absence of material legal or governmental proceedings involving the Company and its
subsidiaries; the absence of governmental approvals required to be obtained in connection with the applicable Shelf Registration Statement, the offering and sale of the applicable Securities, or any agreement of the type referred to in
Section 3(o) hereof; the compliance as to form of such Shelf Registration Statement and any documents incorporated by reference therein and of the Indenture with the requirements of the Securities Act and the Trust Indenture Act, respectively;
and, as of the date of the opinion and as of the effective date of the applicable Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, the absence from such Shelf Registration Statement and the prospectus
included therein, as then amended or supplemented, and from any documents incorporated by reference therein of an untrue statement of a material fact or the omission to state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading (in the case of any such documents, in the light of the circumstances existing at the time that such documents were filed with the Commission under the Exchange Act); (ii) its officers to execute and
deliver all customary documents and certificates and updates thereof requested by any underwriters of the applicable Securities and (iii) its independent public accountants and the independent public accountants with respect to any other entity
for which financial information is provided in the Shelf Registration Statement to provide to the selling Holders of the applicable Securities and any underwriter therefor a comfort letter in customary form and covering matters of the type
customarily covered in 

  

 9 









 
comfort letters in connection with primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by
Statement of Auditing Standards No. 72. 
 (r) In the case of the Registered Exchange Offer, if requested by any Initial
Purchaser or any known Participating Broker-Dealer, the Company shall cause (i) its counsel to deliver to such Initial Purchaser or such Participating Broker-Dealer a signed opinion in the form set forth in Sections 6(f) and 6(g) of the
Purchase Agreement with such changes as are customary in connection with the preparation of a Registration Statement and (ii) its independent public accountants to deliver to such Initial Purchaser or such Participating Broker-Dealer a comfort
letter, in customary form, meeting the requirements as to the substance thereof as set forth in Sections 6(a) and (j) of the Purchase Agreement, with appropriate date changes. 
 (s) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Initial Securities by Holders to the
Company (or to such other Person as directed by the Company) in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be, the Company shall mark, or cause to be marked, on the Initial Securities so exchanged that
such Initial Securities are being canceled in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be; in no event shall the Initial Securities be marked as paid or otherwise satisfied. 
 (t) The Company will use its commercially reasonable efforts to (a) if the Initial Securities have been rated prior to the initial
sale of such Initial Securities, confirm such ratings will apply to the Securities covered by a Registration Statement, or (b) if the Initial Securities were not previously rated, cause the Securities covered by a Registration Statement to be
rated with the appropriate rating agencies, if so requested by Holders of a majority in aggregate principal amount of Securities covered by such Registration Statement, or by the Managing Underwriters, if any. 
 (u) In the event that any broker-dealer registered under the Exchange Act shall underwrite any Securities or participate as a member of an
underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Rules”) of the National Association of Securities Dealers, Inc. (“NASD”)) thereof,
whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company will assist such broker-dealer in complying with the requirements of such Rules, including,
without limitation, by (i) if such Rules, including Rule 2720, shall so require, engaging a “qualified independent underwriter” (as defined in Rule 2720) to participate in the preparation of the Registration Statement relating to such
Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the
yield of such Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 5 hereof and (iii) providing such information to such broker-dealer as may
be required in order for such broker-dealer to comply with the requirements of the Rules. 
 (v) The Company shall use its
commercially reasonable efforts to take all other steps necessary to effect the registration of the Securities covered by a Registration Statement contemplated hereby. 
 4. Registration Expenses. The Company shall bear all fees and expenses incurred in connection with the performance of its obligations under Sections 1 through 4 hereof (including the reasonable fees and
expenses, if any, of Cravath, Swaine & Moore LLP, counsel for the Initial Purchasers, incurred in connection with the Registered Exchange Offer), whether or not the applicable Exchange Offer Registration Statement or a Shelf Registration is
filed or becomes effective, and, in the event of a Shelf Registration, shall bear or reimburse the Holders of the Securities covered thereby for the reasonable fees and 

  

 10 









 
disbursements of one firm of counsel designated by the Holders of a majority in principal amount of the Initial Securities covered thereby to act as counsel
for the Holders of the Initial Securities in connection therewith. 
 5. Indemnification. (a) The Company agrees to indemnify and
hold harmless each Holder of the Securities, any Participating Broker-Dealer and each person, if any, who controls such Holder or such Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act (each Holder, any
Participating Broker-Dealer and such controlling persons are referred to collectively as the “Indemnified Parties”) from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof
(including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Securities) to which each Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise,
insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement
thereto or in any preliminary prospectus relating to a Shelf Registration, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect
thereof; provided, however, that (i) the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or
alleged omission made in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration in reliance upon and in conformity with written information pertaining to
such Holder, and furnished to the Company by or on behalf of such Holder, specifically for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus
relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder or Participating Broker-Dealer from whom the person asserting any such losses, claims, damages or
liabilities purchased the Securities concerned, to the extent that a prospectus relating to such Securities was required to be delivered by such Holder or Participating Broker-Dealer under the Securities Act in connection with such purchase and any
such loss, claim, damage or liability of such Holder or Participating Broker-Dealer results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Securities to such person, a copy
of the final prospectus if the Company had previously furnished copies thereof to such Holder or Participating Broker-Dealer; provided further, however, that this indemnity agreement will be in addition to any liability which the Company may
otherwise have to such Indemnified Party. The Company shall also indemnify underwriters, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as
provided above with respect to the indemnification of the Holders of the Securities if requested by such Holders. 
 (b) Each Holder of the
Securities, severally and not jointly, will indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act from and against any losses, claims, damages or
liabilities or any actions in respect thereof, to which the Company or any such controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out
of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration,
or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue
statement or omission was made in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein; and, subject to the 

  

 11 









 
limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Company for any legal or other expenses reasonably incurred by the
Company or any such controlling person in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any liability which such Holder may otherwise have
to the Company or any of its controlling persons. 
 (c) Promptly after receipt by an indemnified party under this Section 5 of notice
of the commencement of any action or proceeding (including a governmental investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying
party in writing of the commencement thereof; but the failure to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have under subsection (a) or (b) above except to the extent that it has
been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified
party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not be liable to such
indemnified party under this Section 5 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof. In any such proceeding, any
indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed
to the contrary; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party shall have reasonably concluded that there may be legal
defenses available to it that are different from or in addition to those available to the indemnifying party; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the indemnifying party shall not, in connection with any
proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all indemnified parties, and that all such fees and expenses shall be reimbursed as
they are incurred. Any such separate firm for any Initial Purchaser, its affiliates, directors and officers and any control persons of such Initial Purchaser shall be designated in writing by CSFB and any such separate firm for the Company, and any
control persons of the Company shall be designated in writing by the Company. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims
that are the subject matter of such action, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. 
 (d) If the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under subsections
(a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in subsection
(a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the exchange of the Securities,
pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in


  

 12 









 
clause (i) above but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection
with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or such Holder or such other
indemnified party on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or
claim which is the subject of this subsection (d). Notwithstanding any other provision of this Section 5(d), the Holders of the Securities shall not be required to contribute any amount in excess of the amount by which the net proceeds received
by such Holders from the sale of the Securities pursuant to a Registration Statement exceeds the amount of damages which such Holders have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of
this paragraph (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such indemnified party and each person, if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Company. 
 (e) The
agreements contained in this Section 5 shall survive the sale of the Securities pursuant to a Registration Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation
made by or on behalf of any indemnified party. 
 6. Additional Interest Under Certain Circumstances. (a) Additional interest
(the “Additional Interest”) with respect to the Initial Securities of a given series shall be assessed as follows if any of the following events occur in respect of such series (each such event in clauses (i) through
(iii) below a “Registration Default”): 
 (i) if the Company fails to file an Exchange Offer
Registration Statement with the Commission on or prior to the second anniversary after the Issue Date; 
 (ii) if the Exchange Offer Registration Statement is not declared effective by the
Commission on or prior to the 870th day (or if the 870th day
is not a business day, the first business day thereafter) after the Issue Date or, if obligated to file a Shelf Registration Statement pursuant to paragraph 2(b)(A) of Section 2, a Shelf Registration Statement is not declared effective by the
Commission on or prior to the 910th day after the Issue Date; 
 (iii) the Registered Exchange Offer has not been consummated on or prior to the
40th day (or if the 40th day is not a business day, the first
business day thereafter) after the Exchange Offer Registration Statement is declared effective; 
 (iv) if obligated to file the Shelf Registration Statement pursuant to subsection
(b)(B) of Section 2, the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 60th day (or if the 60th day is not a business day, the first business day thereafter) (the “Shelf Filing Date”) after the date on which the obligation to file a
Shelf Registration Statement arises; 
 (v) if obligated
to file a Shelf Registration Statement pursuant to paragraph 2(b)(B) of Section 2, the Shelf Registration Statement is not declared effective on or prior to the 90th day (or if the 90th day is not a business day, the first business day thereafter) after the Shelf Filing Date; or 

  

 13 









 (vi) any Registration Statement required by this agreement has been declared effective
and (A) such Registration Statement thereafter ceases to be effective; or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods
specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to
make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act
or the Exchange Act or the respective rules thereunder. 
 Except during any Shelf Suspension Period referred to in Section 2, Additional Interest shall
accrue on the Initial Securities of the relevant series over and above the interest set forth in the title of the Securities of that series from and including the date on which any such Registration Default shall occur, at a rate of 0.25% per
annum for the first 90-day period immediately following the occurrence of such Registration Default, and such rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults in
respect of that series have been cured, up to a maximum Additional Interest rate of 1.0% per annum. 
 (b) A Registration Default
referred to in Section 6(a)(vi) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of
(x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared
effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of
clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events. Upon the cure of all Registration Defaults in respect of a given series of
Securities, additional interest shall cease to accrue in respect of that series of Initial Securities. 
 (c) Any amounts of Additional
Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional
Interest rate by the principal amount of the Initial Securities of the relevant series, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis
of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. 
 (d) “Transfer Restricted
Securities” means each Security of a given series until (i) the date on which such Transfer Restricted Security has been exchanged by a person other than a broker-dealer for a freely transferable Exchange Security of the same series in
the Registered Exchange Offer with respect to such series, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer with respect to such series of an Initial Security for an Exchange Security, the date on which such
Exchange Security is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement with respect to such series, (iii) the date on
which such Initial Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iv) the date on which such Initial Securities is distributed to the public pursuant to
Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. 
  

 14 









 (e) Notwithstanding any other provisions of this Section 6, the Company shall not be obligated to
pay Additional Interest provided in Section 6(a)(ii) during a Shelf Suspension Period permitted by Section 2 hereof. 
 7. Rules
144 and 144A. The Company shall use its commercially reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file
such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will
take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of
the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial
Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this
Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act. 
 8. Underwritten
Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering
(“Managing Underwriters”) will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering. 
 No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 
 9.
Miscellaneous. (a) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, except by the
Company and the written consent of the Holders of a majority in principal amount of the Securities affected by such amendment, modification, supplement, waiver or consents. 
 (b) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first-class
mail, facsimile transmission, or air courier which guarantees overnight delivery: 
 (1) if to a Holder of the Securities, at
the most current address given by such Holder to the Company. 
 (2) if to the Initial Purchasers: 
 Credit Suisse First Boston LLC 
 Eleven
Madison Avenue 
 New York, NY 10010-3629 
 Fax No.: (212) 325-4296 
 Attention: Transactions Advisory Group 
 with a copy to: 
 Cravath, Swaine &
Moore LLP 
 825 Eighth Avenue 

  

 15 









 Worldwide Plaza 
 New York, NY 10019-7475 
 Fax No.: (212) 474-3700 
 Attention: George A. Stephanakis 
 (3) if to the Company, at its address as follows: 
 Targa Resources, Inc. 
 Targa Resources Finance Corporation 
 1000
Louisiana Street, Suite 4700 
 Houston, Texas 77002 
 Fax No.: (713) 584-1110 
 Attention: General Counsel 
 with a copy to: 
 Cleary Gottlieb
Steen & Hamilton LLP 
 One Liberty Plaza 
 New York, NY 10006 
 Fax No.: (212) 225-3999 
 Attention: Jorge U. Juantorena 
 All such
notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by
recipient’s facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier guaranteeing next day delivery. 
 (c) No Inconsistent Agreements. The Company has not, as of the date hereof, entered into, nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof. 
 (d) Successors and
Assigns. This Agreement shall be binding upon the Company and its successors and assigns. 
 (e) Counterparts. This
Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

 (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the
meaning hereof. 
 (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. 
 (h) Severability. If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein
shall not be affected or impaired thereby. 
 (i) Securities Held by the Company. Whenever the consent or approval of Holders of
a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates 

  

 16 









 
solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such
required percentage. 
 (j) Submission to Jurisdiction; Waiver of Immunities. Each of the parties hereto hereby submits to the
non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. To the extent that any
such party may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its
property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. 
  

 17 









 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the
Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Issuer and the Guarantors in accordance with its terms. 
  

							
	Very truly yours,
	
	TARGA RESOURCES, INC.
			
		 	By 	 	/s/ Jeffrey J. McParland
		 		 	Name:	 	Jeffrey J. McParland
		 		 	Title:	 	 Executive Vice President,
 Chief Financial Officer and
Treasurer

	
	TARGA RESOURCES FINANCE CORPORATION
			
		 	By 	 	/s/ Jeffrey J. McParland
		 		 	Name:	 	Jeffrey J. McParland
		 		 	Title:	 	 Executive Vice President,
 Chief Financial Officer and
Treasurer

	
	TARGA TEXAS FIELD SERVICES LP
			
		 	By 	 	TARGA RESOURCES TEXAS GP LLC,
its general partner
			
		 		 	/s/ Jeffrey J. McParland
		 		 	Name:	 	Jeffrey J. McParland
		 		 	Title:	 	 Executive Vice President,
 Chief Financial Officer and
Treasurer

	
	TARGA RESOURCES HOLDINGS LP
			
		 	By 	 	TARGA RESOURCES HOLDINGS GP,
its general partner
			
		 		 	/s/ Jeffrey J. McParland
		 		 	Name:	 	Jeffrey J. McParland
		 		 	Title:	 	 Executive Vice President,
 Chief Financial Officer and
Treasurer



  

 18 










					
	 TARGA LOUISIANA FIELD SERVICES LLC
 TARGA
LOUISIANA INTRASTATE LLC
 TARGA RESOURCES LLC
 TARGA RESOURCES II
LLC
 TARGA RESOURCES HOLDINGS GP LLC
 TARGA RESOURCES TEXAS GP
LLC
 TARGA MIDSTREAM GP LLC

		
	By 	 	/s/ Jeffrey J. McParland
		 	Name:	 	Jeffrey J. McParland
		 	Title:	 	 Executive Vice President,
 Chief Financial Officer and
Treasurer



  

 19 










							
	 The foregoing Registration Rights
 Agreement
is hereby confirmed
 and accepted as of the date
 first above
written.

		
		 	 Acting on behalf of themselves
 and as the
Representatives of
 the several Purchasers.

		
		 	BY CREDIT SUISSE FIRST BOSTON LLC,
				
		 		 	By	 	 /s/ Ed York

		 		 		 	Name: Ed York
				
		 		 		 	Title:   Managing Director
		
		 	BY MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
				
		 		 	By	 	/s/ Robert A. Pacha
		 		 		 	Name: Robert A. Pacha
				
		 		 		 	Title:   Managing Director
		
		 	BY GOLDMAN, SACHS & CO.,
				
		 		 	By	 	/s/ Goldman, Sachs & Co.
		 	(Goldman, Sachs & Co.)

  

 20 









 ANNEX A 
 Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The
Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended
or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any
such resale. See “Plan of Distribution.” 








 ANNEX B 
 Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or
other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” 








 ANNEX C 
 PLAN OF DISTRIBUTION 
 Each broker-dealer that
receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from
time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading
activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until
                    , 200[•], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 
 The Company will not receive any proceeds from any sale of Exchange Securities by
broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the
writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange
Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the
Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. 
 For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to
this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other
than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. 


	 (1)
	 In
addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. 










 ANNEX D 
  

	 ̈	CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. 

  

			
	Name:	 	 
	Address:	 	 
		 	 


 If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged
in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of
market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not
be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. 








 SCHEDULE A 
 List of Initial Purchasers 
 Credit Suisse First Boston LLC 
 Merrill Lynch, Pierce, Fenner & Smith Incorporated 
 Goldman,
Sachs & Co. 
 Banc of America Securities LLC 
 Lehman
Brothers Inc. 
 Wachovia Capital Markets, LLC 








 SCHEDULE B 
 List of Subsidiary Guarantors 
 Targa Subsidiary Guarantors 
 Targa Louisiana Field Services LLC 
 Targa Louisiana Intrastate LLC

 Targa Resources LLC 
 Targa Resources II LLC 
 Targa Resources Holdings GP LLC 
 Targa Resources Holdings LP 
 Targa Resources Texas GP LLC 
 Targa Texas Field Services LP 
 Targa Midstream GP LLC 
 DMS Subsidiary Guarantors 
 Dynegy Energy Pipeline, L.L.C. 
 Dynegy Intrastate Pipeline, L.L.C.

 Dynegy Liquids G.P., L.L.C. 
 Dynegy Liquids Marketing and
Trade 
 Dynegy NGL Pipeline Company, LLC 
 Dynegy OPI, LLC

 Dynegy Regulated Holdings LLC 
 Midstream Barge Company L.L.C.









 EXHIBIT I 
 [TO BE SIGNED BY THE DMS SUBSIDIARY GUARANTORS] 
 Counterpart to the Purchase Agreement 
 Upon consummation of the Acquisition, the undersigned hereby agrees to assume and be bound by all of the obligations of a Guarantor under the terms of
the Registration Rights Agreement dated October 31, 2005, among Targa Resources, Inc., a Delaware corporation, Targa Resources Finance Corporation, a Delaware corporation, and the Purchasers. For the avoidance of doubt, such obligations shall
include, but not be limited to, the obligations enumerated in Section 5(a) of the Registration Rights Agreement. The undersigned hereby also agrees that all references to the “Company” and “Guarantor” in the Registration
Rights Agreement shall include the undersigned and the undersigned shall be bound by all provisions of the Registration Rights Agreement containing such references. Capitalized terms used, but not defined, in this Counterpart to the Registration
Rights Agreement shall have meanings assigned to them in the Registration Rights Agreement. 
 Dated: October 31, 2005 
  

					
	DYNEGY MIDSTREAM SERVICES, LIMITED PARTNERSHIP
		
	By:	 	TARGA MIDSTREAM GP LLC, its general partner
		
		 	 
		 	Name:	 	Jeffrey J. McParland
		 	Title:	 	 Executive Vice President,
 Chief Financial Officer and
Treasurer

	
	 DYNEGY ENERGY PIPELINE, L.L.C.
 DYNEGY
INTRASTATE PIPELINE, L.L.C.
 DYNEGY LIQUIDS G.P., L.L.C.
 DYNEGY
LIQUIDS MARKETING AND TRADE
 DYNEGY NGL PIPELINE COMPANY, LLC
 DYNEGY OPI, LLC
 DYNEGY REGULATED HOLDINGS LLC
 MIDSTREAM BARGE COMPANY L.L.C.

		
	By:	 	 
		 	Name:	 	Jeffrey J. McParland
		 	Title:	 	 Executive Vice President,
 Chief Financial Officer and
Treasurer