exv10w2





Exhibit 10.2


 


CREDIT AGREEMENT




Dated as of January 5, 2010




Among




TARGA RESOURCES, INC.,

as the Borrower,




DEUTSCHE BANK TRUST COMPANY AMERICAS,

as the Administrative Agent,




DEUTSCHE BANK SECURITIES INC. and

CREDIT SUISSE SECURITIES (USA) LLC,

as Joint Lead Arrangers,




CREDIT SUISSE SECURITIES (USA) LLC and

CITADEL SECURITIES LLC,




as the Co-Syndication Agents,




DEUTSCHE BANK SECURITIES INC.,

CREDIT SUISSE SECURITIES (USA) LLC,

CITADEL SECURITIES LLC,

BANC OF AMERICA SECURITIES LLC and

BARCLAYS CAPITAL




as Joint Book Runners,




BANK OF AMERICA, N.A.,

BARCLAYS BANK PLC and

ING CAPITAL LLC




as the Co-Documentation Agents,




and




The Other Lenders Party Hereto




 








 









 








TABLE OF CONTENTS




	 	 	 	 	 
	Section	 	Page	 
	ARTICLE I.


	 	 	 	 
	DEFINITIONS AND ACCOUNTING TERMS
	 	 	 	 
	 
	 	 	 	 
	Section 1.01 Defined Terms
	 	 	1	 
	Section 1.02 Other Interpretive Provisions
	 	 	37	 
	Section 1.03 Accounting Terms
	 	 	38	 
	Section 1.04 Rounding
	 	 	38	 
	Section 1.05 Times of Day
	 	 	38	 
	Section 1.06 Letter of Credit Amounts
	 	 	38	 
	Section 1.07 References to Agreements, Laws, Etc.
	 	 	38	 
	Section 1.08 Timing of Payment or Performance
	 	 	39	 
	 
	 	 	 	 
	ARTICLE II.


	 	 	 	 
	THE COMMITMENTS AND CREDIT EXTENSIONS
	 	 	 	 
	 
	 	 	 	 
	Section 2.01 The Loans
	 	 	39	 
	Section 2.02 Borrowings, Conversions and Continuations of Loans
	 	 	39	 
	Section 2.03 Letters of Credit
	 	 	41	 
	Section 2.04 Swing Line Loans
	 	 	51	 
	Section 2.05 Prepayments
	 	 	54	 
	Section 2.06 Termination or Reduction of Commitments
	 	 	59	 
	Section 2.07 Repayment of Loans
	 	 	60	 
	Section 2.08 Interest
	 	 	60	 
	Section 2.09 Fees
	 	 	61	 
	Section 2.10 Computation of Interest and Fees
	 	 	61	 
	Section 2.11 Evidence of Debt
	 	 	62	 
	Section 2.12 Payments Generally; Administrative Agent’s Clawback
	 	 	62	 
	Section 2.13 Sharing of Payments by Lenders
	 	 	64	 
	Section 2.14 Increase in Commitments
	 	 	65	 
	 
	 	 	 	 
	 ARTICLE III.


	 	 	 	 
	TAXES, YIELD PROTECTION AND ILLEGALITY
	 	 	 	 
	 
	 	 	 	 
	Section 3.01 Taxes
	 	 	67	 
	Section 3.02 Illegality
	 	 	70	 
	Section 3.03 Inability to Determine Rates
	 	 	70	 
	Section 3.04 Increased Costs; Reserves on Eurodollar Rate Loans
	 	 	71	 
	Section 3.05 Compensation for Losses
	 	 	72	 
	Section 3.06 Mitigation Obligations; Replacement of Lenders
	 	 	73	 
	Section 3.07 Survival
	 	 	73	 
	 
	 	 	 	 





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	Section	 	Page	 
	ARTICLE IV.


	 	 	 	 
	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
	 	 	 	 
	 
	 	 	 	 
	Section 4.01 Conditions of Initial Credit Extension
	 	 	73	 
	Section 4.02 Conditions to All Credit Extensions
	 	 	76	 
	ARTICLE V.


	 	 	 	 
	REPRESENTATIONS AND WARRANTIES
	 	 	 	 
	 
	 	 	 	 
	Section 5.01 Existence, Qualification and Power; Compliance with Laws
	 	 	76	 
	Section 5.02 Authorization; No Contravention
	 	 	77	 
	Section 5.03 Governmental Authorization; Other Consents
	 	 	77	 
	Section 5.04 Binding Effect
	 	 	77	 
	Section 5.05 Financial Statements; No Material Adverse Effect
	 	 	77	 
	Section 5.06 Litigation
	 	 	78	 
	Section 5.07 Ownership of Property; Liens
	 	 	78	 
	Section 5.08 Environmental Compliance
	 	 	78	 
	Section 5.09 Insurance
	 	 	79	 
	Section 5.10 Taxes
	 	 	79	 
	Section 5.11 ERISA Compliance
	 	 	79	 
	Section 5.12 Subsidiaries; Equity Interests; Taxpayer Identification Number
	 	 	80	 
	Section 5.13 Margin Regulations; Investment Company Act
	 	 	80	 
	Section 5.14 Disclosure
	 	 	80	 
	Section 5.15 Compliance with Laws
	 	 	80	 
	Section 5.16 Intellectual Property; Licenses, Etc.
	 	 	81	 
	Section 5.17 Labor Disputes and Acts of God
	 	 	81	 
	Section 5.18 Solvency
	 	 	81	 
	Section 5.19 Real Property
	 	 	81	 
	 
	 	 	 	 
	ARTICLE VI.


	 	 	 	 
	AFFIRMATIVE COVENANTS
	 	 	 	 
	 
	 	 	 	 
	Section 6.01 Financial Statements
	 	 	82	 
	Section 6.02 Certificates; Other Information
	 	 	83	 
	Section 6.03 Notices
	 	 	85	 
	Section 6.04 Payment of Obligations
	 	 	85	 
	Section 6.05 Preservation of Existence, Etc
	 	 	85	 
	Section 6.06 Maintenance of Properties
	 	 	86	 
	Section 6.07 Maintenance of Insurance
	 	 	86	 
	Section 6.08 Compliance with Laws
	 	 	86	 
	Section 6.09 Books and Records
	 	 	86	 
	Section 6.10 Inspection Rights
	 	 	86	 
	Section 6.11 Use of Proceeds
	 	 	87	 






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	Section	 	Page	 
	Section 6.12 Additional Subsidiaries; Guarantors and Pledgors; Security Documents; Further Assurances
	 	 	87	 
	Section 6.13 Environmental Matters; Environmental Reviews
	 	 	90	 
	Section 6.14 Designation and Conversion of Restricted and Unrestricted Subsidiaries
	 	 	90	 
	Section 6.15 Maintenance of Corporate Separateness
	 	 	91	 
	Section 6.16 Maintenance of Ratings
	 	 	91	 
	Section 6.17 Post-Closing Real Estate Matters
	 	 	91	 
	Section 6.18 Back-Stop of Existing L/Cs
	 	 	93	 
	 
	 	 	 	 
	ARTICLE VII.


	 	 	 	 
	NEGATIVE COVENANTS
	 	 	 	 
	 
	 	 	 	 
	Section 7.01 Liens
	 	 	93	 
	Section 7.02 Investments
	 	 	96	 
	Section 7.03 Indebtedness
	 	 	99	 
	Section 7.04 Prepayment of Certain Indebtedness
	 	 	101	 
	Section 7.05 Fundamental Changes
	 	 	101	 
	Section 7.06 Dispositions
	 	 	102	 
	Section 7.07 Restricted Payments
	 	 	104	 
	Section 7.08 Change in Nature of Business
	 	 	107	 
	Section 7.09 Transactions with Affiliates
	 	 	107	 
	Section 7.10 Burdensome Agreements
	 	 	107	 
	Section 7.11 Financial Covenants
	 	 	108	 
	Section 7.12 Capital Expenditures
	 	 	109	 
	Section 7.13 Amendment of Other Indebtedness
	 	 	110	 
	 
	 	 	 	 
	ARTICLE VIII.


	 	 	 	 
	EVENTS OF DEFAULT AND REMEDIES
	 	 	 	 
	 
	 	 	 	 
	Section 8.01 Events of Default
	 	 	110	 
	Section 8.02 Remedies upon Event of Default
	 	 	112	 
	Section 8.03 Exclusion of Immaterial Subsidiaries
	 	 	113	 
	Section 8.04 Application of Funds
	 	 	113	 
	Section 8.05 Borrower’s Right to Cure
	 	 	114	 
	 
	 	 	 	 
	ARTICLE IX.


	 	 	 	 
	ADMINISTRATIVE AGENT
	 	 	 	 
	 
	 	 	 	 
	Section 9.01 Appointment and Authority
	 	 	115	 
	Section 9.02 Rights as a Lender
	 	 	115	 
	Section 9.03 Exculpatory Provisions
	 	 	116	 
	Section 9.04 Reliance by Agent
	 	 	116	 






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	Section	 	Page	 
	Section 9.05 Delegation of Duties
	 	 	117	 
	Section 9.06 Resignation of Agent
	 	 	117	 
	Section 9.07 Non-Reliance on Agent and Other Lenders
	 	 	118	 
	Section 9.08 No Other Duties, Etc.
	 	 	118	 
	Section 9.09 Administrative Agent May File Proofs of Claim
	 	 	118	 
	Section 9.10 Collateral and Guaranty Matters
	 	 	119	 
	Section 9.11 Indemnification of Agents
	 	 	120	 
	Section 9.12 Withholding Taxes.
	 	 	120	 
	Section 9.13 Intercreditor Agreement
	 	 	121	 
	 
	 	 	 	 
	ARTICLE X.


	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	 
	 	 	 	 
	Section 10.01 Amendments, Etc.
	 	 	121	 
	Section 10.02 Notices; Effectiveness; Electronic Communication
	 	 	124	 
	Section 10.03 No Waiver; Cumulative Remedies
	 	 	126	 
	Section 10.04 Expenses; Indemnity; Damage Waiver
	 	 	126	 
	Section 10.05 Payments Set Aside
	 	 	128	 
	Section 10.06 Successors and Assigns
	 	 	128	 
	Section 10.07 Treatment of Certain Information; Confidentiality
	 	 	132	 
	Section 10.08 Deposit Accounts; Right of Setoff
	 	 	133	 
	Section 10.09 Interest Rate Limitation
	 	 	134	 
	Section 10.10 Counterparts; Integration; Effectiveness
	 	 	134	 
	Section 10.11 Survival of Representations and Warranties
	 	 	134	 
	Section 10.12 Severability
	 	 	134	 
	Section 10.13 Replacement of Lenders
	 	 	135	 
	Section 10.14 Governing Law; Jurisdiction, Etc.
	 	 	135	 
	Section 10.15 Waiver of Jury Trial and Special Damages
	 	 	137	 
	Section 10.16 No Advisory or Fiduciary Responsibility
	 	 	138	 
	Section 10.17 USA PATRIOT Act Notice
	 	 	138	 
	Section 10.18 Entire Agreement
	 	 	139	 
	 
	 	 	 	 
	SIGNATURES
	 	 	S-1	 






-iv-









 






	 	 	 

	SCHEDULES
	 	 
	1.01A
	 	Certain Permitted Hedging Parties
	1.01B
	 	Excluded Subsidiaries
	1.01C
	 	Unrestricted Subsidiaries
	1.01D
	 	Existing Letters of Credit
	1.01E
	 	Closing Date Secured Hedge Agreement
	2.01
	 	Commitments and Pro Rata Shares
	4.01
	 	Security Documents
	5.12
	 	Subsidiaries; Equity Interests; Taxpayer Identification Number
	5.19
	 	Material Real Property
	7.01
	 	Existing Liens
	7.02
	 	Existing Investments
	7.03
	 	Existing Indebtedness
	7.09
	 	Affiliate Transactions
	7.10
	 	Burdensome Agreements
	10.02
	 	Administrative Agent's Office; Certain Addresses for Notices
	 
	 	 
	EXHIBITS
	 	 
	Form of
	 	 
	A
	 	Borrowing Notice
	B
	 	Swing Line Loan Notice
	C-1
	 	Term Note
	C-2
	 	Revolving Credit Note
	C-3
	 	Swing Line Note
	D
	 	Compliance Certificate
	E
	 	Assignment and Assumption
	F
	 	Guaranty
	G
	 	Mortgage
	H
	 	Intercreditor Agreement
	I
	 	Pledge and Security Agreement
	J
	 	OMR Notice
	K
	 	Lender Participation Notice
	L
	 	Open Market Repurchase Notice
	M
	 	Legal Opinions
	N-1
	 	Non-Bank Tax Certificate (For Foreign Lenders That Are Not Partnerships For U.S.
	 
	 	Federal Income Tax Purposes)
	N-2
	 	Non-Bank Tax Certificate (For Foreign Lenders That Are Partnerships For U.S.
	 
	 	Federal Income Tax Purposes)
	N-3
	 	Non-Bank Tax Certificate (For Foreign Participants That Are Not Partnerships For
	 
	 	U.S. Federal Income Tax Purposes)
	N-4
	 	Non-Bank Tax Certificate (For Foreign Participants That Are Partnerships For U.S.
	 
	 	Federal Income Tax Purposes)
	O
	 	Letter of Credit Request
	P
	 	Officer’s Certificate







-v-











 






CREDIT AGREEMENT




     This CREDIT AGREEMENT (“Agreement”) is entered into as of January 5, 2010, among Targa
Resources, Inc., a Delaware corporation (the “Borrower”), each lender from time to time
party hereto (collectively, the “Lenders” and individually, a “Lender”), Deutsche
Bank Trust Company Americas, as Administrative Agent, Collateral Agent, Swing Line Lender and an
L/C Issuer and Credit Suisse AG, Cayman Islands Branch as an L/C Issuer.



     The Borrower has requested that the Revolving Credit Lenders provide a Revolving Credit
Facility, and the Revolving Credit Lenders are willing to do so on the terms and conditions set
forth herein.



     The Borrower has requested that the Term Lenders provide a term credit facility, and the Term
Lenders are willing to do so on the terms and conditions set forth herein.



     In consideration of the mutual covenants and agreements herein contained, the parties hereto
covenant and agree as follows:



ARTICLE I.




DEFINITIONS AND ACCOUNTING TERMS



     Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings
set forth below:



     “Acceptable Price” has the meaning specified in Section 2.05(c)(iii).



     “Acceptance Date” has the meaning specified in Section 2.05(c)(ii).



     “Acquired Entity or Business” means any Person, property, business or asset acquired
by or invested in by the Borrower or any Restricted Subsidiary (but not any related Person,
property, business or assets to the extent not so acquired), to the extent not subsequently
Disposed by the Borrower or such Restricted Subsidiary.



     “Additional Debt” means Indebtedness for borrowed money that is either (a) incurred
under Section 7.03(p) or (b) not permitted by Section 7.03.



     “Administrative Agent” means Deutsche Bank in its capacity as administrative agent
under any of the Loan Documents, or any successor administrative agent.



     “Administrative Agent’s Office” means the Administrative Agent’s address and, as
appropriate, account as set forth on Schedule 10.02, or such other address or account as
the Administrative Agent may from time to time notify to the Borrower and the Lenders.



     “Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Administrative Agent.



 









 





     “Affiliate” means, with respect to any Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.



     “Agent-Related Person” means, with respect to any Agent, such Agent, together with its
Affiliates, and the officers, directors, employees, agents, advisors and attorneys-in-fact of such
Agent and its Affiliates.



     “Agents” means, collectively, the Administrative Agent, the Collateral Agent, the
Joint Lead Arrangers named on the cover page hereto, the Joint Book Runners named on the cover page
hereto, the Co-Syndication Agents named on the cover page hereto and the Co-Documentation Agents
named on the cover page hereto.



     “Aggregate Commitments” means the Revolving Credit Commitments of all the Revolving
Credit Lenders.



     “Agreement” means this Credit Agreement.



     “Applicable Period” has the meaning specified in the definition of “Applicable Rate.”



     “Applicable Rate” means a percentage per annum equal to:




     (a) with respect to Term Loans, (i) until delivery of financial statements for the
fiscal quarter ending March 31, 2010, (A) for Eurodollar Rate Loans, 4.00% and (B) for Base
Rate Loans, 3.00%, and (ii) thereafter, the percentages per annum set forth in the table
below, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section 6.02(a);




     (b) with respect to Revolving Credit Loans, (i) until delivery of financial statements
for the fiscal quarter ending March 31, 2010, (A) for Eurodollar Rate Loans, 4.00 and (B)
for Base Rate Loans, 3.00%, and (ii) thereafter, the percentages per annum set forth in the
table below, based upon the Consolidated Leverage Ratio as set forth in the most recent
Compliance Certificate received by the Administrative Agent pursuant to Section
6.02(a); and




     (c) with respect to commitment fees (“Commitment Fees”) payable pursuant to
Section 2.09(a) with respect to the Revolving Credit Facility, (i) until delivery of
financial statements for the fiscal quarter ending March 31, 2010, 0.75%, and (ii)
thereafter, the percentages per annum set forth in the table below, based upon the
Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received
by the Administrative Agent pursuant to Section 6.02(a).



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	Applicable Rate
	 	 	 	 	 	 	Eurocurrency	 	Base Rate for	 	 
	 	 	 	 	 	 	Rate for Term	 	Term Loans	 	 
	 	 	Consolidated	 	Loans and	 	and	 	 
	 	 	Leverage	 	Revolving	 	Revolving Credit	 	 
	Pricing Level	 	Ratio	 	Credit Loans	 	Loans	 	Commitment Fee
	1
	 	 	>1.75:1	 	 	 	4.00	%	 	 	3.00	%	 	 	0.75	%
	2
	 	 	≤1.75:1	 	 	 	3.75	%	 	 	2.75	%	 	 	0.50	%






     With respect to clauses (a), (b) and (c) above, any increase or
decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall
become effective as of the first Business Day immediately following the date a Compliance
Certificate is delivered pursuant to Section 6.02(a); provided that (x) at the
option of the Administrative Agent or Term Lenders holding a majority of the then outstanding Term
Loans, the Applicable Rate for Term Loans shall be determined by reference to Pricing Level 1 as of
the first Business Day after the date on which a Compliance Certificate was required to have been
delivered but was not delivered, and shall continue to so apply to and including the date on which
such Compliance Certificate is so delivered (and thereafter the Applicable Rate shall be otherwise
determined in accordance with clause (a)), (y) at the option of the Administrative Agent or
Revolving Credit Lenders holding a majority of the then outstanding Revolving Credit Commitments
(excluding for this purpose the Revolving Credit Commitments of all Defaulting Lenders), the
Applicable Rate for Commitment Fees shall be determined by reference to Pricing Level 1 as of the
first Business Day after the date on which a Compliance Certificate was required to have been
delivered but was not delivered, and shall continue to so apply to and including the date on which
such Compliance Certificate is so delivered (and thereafter the Applicable Rate shall be otherwise
determined in accordance with clause (b)) and (z) at the option of the Administrative Agent
or Revolving Credit Lenders holding a majority of the then outstanding Revolving Credit Commitments
(excluding for this purpose the Revolving Credit Commitments of all Defaulting Lenders), the
Applicable Rate for Commitment Fees shall be 0.75% as of the first Business Day after the date on
which a Compliance Certificate was required to have been delivered but was not delivered, and shall
continue to so apply to and including the date on which such Compliance Certificate is so delivered
(and thereafter the Applicable Rate shall be otherwise determined in accordance with clause
(c)).



     In the event that any financial statements under Section 6.01 or a Compliance
Certificate is shown to be inaccurate at any time that this Agreement is in effect and any Loans or
Commitments are outstanding hereunder when such inaccuracy is discovered prior to the date on which
all Loans have been repaid and all Commitments have been terminated, and such inaccuracy, if
corrected, would have led to a higher Applicable Rate for any period (an “Applicable
Period”) than the Applicable Rate applied for such Applicable Period, then (i) the Borrower
shall promptly (and in no event later than five (5) Business Days thereafter) deliver to the
Administrative Agent a correct Compliance Certificate for such Applicable Period, (ii) the
Applicable Rate shall be determined by reference to the corrected Compliance Certificate (but in no
event shall the Lenders owe any amounts to the Borrower), and (iii) the Borrower shall pay to the
Administrative Agent promptly upon demand (and in no event later than five (5) Business Days after
demand) any additional interest owing as a result of such increased Applicable Rate for such
Applicable Period, which payment shall be promptly applied by the Administrative Agent in
accordance with the terms hereof. Notwithstanding anything to the contrary in this Agreement, any
additional interest hereunder shall not be due and payable until demand is made for such payment
pursuant to clause (iii) above and accordingly, any nonpayment of such interest as result of any
such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and no



-3-









 




such amounts shall be deemed overdue (and no amounts shall accrue interest at the Default
Rate), at any time prior to the date that is five (5) Business Days following such demand.




     “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a
Lender.



     “Asset Disposition Event” means (a) the Disposition by the Borrower or any Restricted
Subsidiary of any asset pursuant to Section 7.06(l), (b) the consummation of an MLP GP IPO
or (c) any Casualty Event with respect to any property of the Borrower or any Restricted
Subsidiary.



     “Assignee Group” means two or more Eligible Assignees that are Affiliates of one
another or two or more Approved Funds managed by the same investment advisor.



     “Assignment and Assumption” means an assignment and assumption entered into by a
Lender and an Eligible Assignee (with the consent of any party whose consent is required by
Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of
Exhibit E or any other form approved by the Administrative Agent.



     “Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of
any Person, the capitalized amount thereof that would appear on a balance sheet of such Person
prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease
Obligation, the capitalized amount of the remaining lease payments under the relevant lease that
would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if
such lease were accounted for as a Capital Lease.



     “Audited Financial Statements” means the audited consolidated financial statements of
the Borrower and its Subsidiaries as of December 31, 2008 and the related consolidated statements
of income or operations, shareholders’ equity and cash flows for such periods of the Borrower and
its Subsidiaries, including the notes thereto.



     “Availability Period” means the period from and including the Closing Date to the
earliest of (a) the Revolving Loan Maturity Date, (b) the date of termination in full of the
Revolving Credit Commitments pursuant to Section 2.06, and (c) the date of termination of
the Revolving Credit Commitment pursuant to Section 8.02.



     “Backstop L/Cs” has the meaning specified in Section 6.18.



     “Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a)
the Federal Funds Rate plus 1/2 of 1%; (b) the rate of interest in effect for such day as publicly
announced from time to time by Deutsche Bank as its “prime rate”; and (c) solely in the case of the
Term Loans, 3.00%. The “prime rate” is a rate set by Deutsche Bank based upon various factors
including Deutsche Bank’s costs and desired return, general economic conditions and other factors,
and is used as a reference point for pricing some loans, which may be priced at, above, or below
such announced rate. Any change in such rate announced by Deutsche Bank shall take



-4-









 




effect at the opening of business on the day specified in the public announcement of such
change.




     “Base Rate Loan” means a Loan that bears interest based on the Base Rate.



     “Borrower” has the meaning specified in the introductory paragraph hereto.



     “Borrower Materials” has the meaning specified in Section 6.02.



     “Borrowing” means a borrowing consisting of simultaneous Loans of the same Class and
Type, and, in the case of Eurodollar Rate Loans, having the same Interest Period.



     “Building” means a walled or roofed structure, other than a gas or liquid storage
tank, that is principally above ground and affixed to a permanent site, and a walled and roofed
structure while in the course of construction, alteration and repair.



     “Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the Laws of, or are in fact closed in, the state
where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate
Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in
the London interbank eurodollar market.



     “Capital Expenditures” means, for any period, the aggregate of (a) all expenditures
(whether paid in cash or accrued as liabilities) by the Borrower and the Restricted Subsidiaries
during such period that, in conformity with GAAP, are or are required to be included as additions
during such period to property, plant or equipment reflected in the consolidated balance sheet of
the Borrower and the Restricted Subsidiaries and (b) without duplication, the value of all assets
under Capital Leases incurred by the Borrower and the Restricted Subsidiaries during such period;
provided that the term “Capital Expenditures” shall not include (i) expenditures made in
connection with the replacement, substitution, restoration or repair of assets (x) that are covered
by insurance of the Borrower or the Restricted Subsidiaries against the loss of or damage to the
assets being replaced, restored or repaired or (y) financed with awards of compensation arising
from the taking by eminent domain or condemnation of the assets being replaced, (ii) the purchase
price of equipment that is purchased simultaneously with the trade-in or exchange of existing
equipment or assets to the extent that the gross amount of such purchase price is reduced by the
credit granted by the seller of such equipment or assets for the equipment or assets being traded
in at such time, (iii) the purchase of plant, property or equipment or software to the extent
financed with the proceeds of Dispositions outside the ordinary course of business, as determined
in good faith by the Borrower, that are not required to be applied to prepay Term Loans pursuant to
Section 2.05(b) and that are not applied to make Restricted Payments or increase capacity
to make Restricted Payments under Section 7.07(i)(ii), (iv) expenditures in respect of
operating leases, (v) expenditures that are accounted for as capital expenditures by the Borrower
or any Restricted Subsidiary and that actually are paid for by, or for which the Borrower or a
Restricted Subsidiary receives reimbursement in cash (or through the contribution of commodities or
other current assets or through rate and/or fee discounts) from a Person other than the Borrower or
any Restricted Subsidiary and for which neither the Borrower nor any Restricted Subsidiary has
provided or is required to provide or incur, directly or indirectly, any consideration or
obligation in



-5-









 




exchange for such reimbursement to such Person or any other Person (whether before, during or
after such period), (vi) the book value of any asset owned by the Borrower or any Restricted
Subsidiary prior to or during such period to the extent that such book value is included as a
capital expenditure during such period as a result of such Person reusing or beginning to reuse
such asset during such period without a corresponding expenditure actually having been made in such
period, provided that any expenditure necessary in order to permit such asset to be reused
shall be included as a Capital Expenditure during the period in which such expenditure actually is
made, or (vii) expenditures that constitute Permitted Acquisitions.




     “Capital Lease” means any lease that has been or should be, in accordance with GAAP
recorded as a capital lease. Any lease that was treated as an operating lease under GAAP at the
time it was entered into that later becomes a capital lease as a result of a change in GAAP during
the life of such lease shall be treated as an operating lease for all purposes under this
Agreement.



     “Capital Lease Obligation” means, with respect to any Person and a Capital Lease, the
amount of the obligation of such Person as the lessee under such Capital Lease which would, in
accordance with GAAP, appear as a liability on a balance sheet of such Person as of the date of any
determination thereof.



     “Cash Collateral Account” means a blocked account at the Administrative Agent in the
name of the Administrative Agent and under the sole dominion and control of the Administrative
Agent, and otherwise established in a manner satisfactory to the Administrative Agent.



     “Cash Collateralize” has the meaning specified in Section 2.03(g).



     “Cash Management Obligations” means obligations owed by the Borrower or any Restricted
Subsidiary to any Lender or any Affiliate of a Lender in respect of any overdraft and related
liabilities arising from treasury, depository and cash management services or any automated
clearing house transfers of funds.



     “Casualty Event” means the damage, destruction or condemnation, as the case may be, of
property of any Person.



     “Change in Law” means the occurrence, after the Closing Date, of any of the following:
(a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any
law, rule, regulation or treaty or in the administration, interpretation or application thereof by
any Governmental Authority or (c) the making or issuance of any request, guideline or directive
(whether or not having the force of law) by any Governmental Authority.



     “Change of Control” means the earlier to occur of




     (a) the Permitted Holders ceasing to have the power, directly or indirectly, to vote or
direct the voting of a majority of the Voting Stock of the Borrower; provided that
the occurrence of the foregoing event shall not be deemed a Change of Control if,




     (i) any time prior to the consummation of a Qualifying IPO, and for any reason
whatsoever, (A) the Permitted Holders otherwise have the right,



-6-









 






directly or indirectly, to designate (and do so designate) a majority of the board of
directors of the Borrower or (B) the Permitted Holders own, directly or indirectly,
of record and beneficially an amount of Voting Stock of the Borrower that is more
than fifty percent (50%) of the amount of Voting Stock of the Borrower owned,
directly or indirectly, by the Permitted Holders of record and beneficially as of
the Closing Date (determined by taking into account any stock splits, stock
dividends or other events subsequent to the Closing Date that changed the amount of
Voting Stock, but not the percentage of Voting Stock, held by the Permitted Holders)
and such ownership by the Permitted Holders represents the largest single block of
Voting Stock of the Borrower held by any Person or related group for purposes of
Section 13(d) of the Exchange Act, or




     (ii) at any time after the consummation of a Qualifying IPO, and for any reason
whatsoever, (A) no “person” or “group” (as such terms are used in Sections 13(d) and
14(d) of the Exchange Act, but excluding any employee benefit plan of such person
and its Subsidiaries, and any person or entity acting in its capacity as trustee,
agent or other fiduciary or administrator of any such plan), excluding the Permitted
Holders, shall become the “beneficial owner” (as defined in Rules 13(d)-3 and
13(d)-5 under such Act), directly or indirectly, of more than the greater of (x)
thirty-five percent (35%) of outstanding Voting Stock of the Borrower and (y) the
percentage of the then outstanding Voting Stock of the Borrower owned, directly or
indirectly, beneficially by the Permitted Holders, and (B) during each period of
twelve (12) consecutive months, a majority of the board of directors of the Borrower
shall consist of the Continuing Directors; or




     (b) any “Change of Control” (or any comparable term) in any document pertaining to the
Senior Secured Notes or any Permitted Refinancing thereof.



     “Class” (a) as to any Loan, means its status as a Revolving Credit Loan, Swing Line
Loan, Term Loan or Incremental Term Loan (of a specified tranche) and (b) with respect to any
Commitment, means its status as a Revolving Credit Commitment, a Term Commitment or a commitment to
make an Incremental Term Loan (of a specified tranche).



     “Closing Date” means the first date all the conditions precedent in Section
4.01 are satisfied or waived in accordance with Section 10.01.



     “Closing Fee” has the meaning set forth in Section 2.09(c).



     “Code” means the Internal Revenue Code of 1986.



     “Collateral” means all property of any kind, including the Material Fee Owned
Properties and the Material Leases, which is subject to a Lien in favor of Secured Parties (or in
favor of the Administrative Agent or the Collateral Agent for the benefit of Secured Parties) or
which, under the terms of any Security Document, is purported to be subject to such a Lien, in each
case granted or created to secure all or part of the Obligations.



-7-









 





     “Collateral Agent” means Deutsche Bank, acting through one or more of its branches or
Affiliates, in its capacity as collateral agent under any of the Loan Documents, or any successor
collateral agent.



     “Commitment” means, as to each Lender, its Revolving Credit Commitment, Term
Commitment and commitment to make Incremental Term Loans, as applicable.



     “Compliance Certificate” means a certificate substantially in the form of Exhibit
D.



     “Consolidated Adjusted EBITDA” means, for any period, Consolidated EBITDA;
provided that, if, during the four fiscal quarter period ending on the date for which
Consolidated EBITDA is determined, the Borrower or any Restricted Subsidiary shall have made any
Pro Forma Transaction, Consolidated EBITDA calculated on a Pro Forma Basis.



     “Consolidated EBITDA” means, for any period, the sum of the Consolidated Net Income of
the Borrower and its Restricted Subsidiaries during such period, plus (a) the following to
the extent deducted in calculating such Consolidated Net Income: (i) all Consolidated Interest
Expense for such period, (ii) all Federal, state, local and foreign income taxes (including any
franchise taxes to the extent based upon net income) for such period, (iii) all depreciation,
amortization (including amortization of goodwill, debt issue costs and amortization under FAS Rule
123) and other non-cash charges, any provision for the reduction in the carrying value of assets
recorded in accordance with GAAP, any unusual or non-recurring charges and any non-cash gains (or
losses) resulting from mark to market activity as a result of the implementation of Statement of
Financial Accounting Standards 133, “Accounting for Derivative Instruments and Hedging Activities,”
and not treating write-downs or write-offs of receivables as non-cash charge) for such period, (iv)
all fees, costs and expenses incurred in connection with the Transaction, and (v) the amount of any
management, monitoring, consulting and advisory fees and related expenses paid to the Sponsor plus
(b) solely for purposes of calculating compliance with Section 7.11 and not for any other
calculation involving Consolidated EBITDA, at the election of the Borrower for a maximum of four
consecutive quarters, to the extent any assets or operations owned by or used by the Borrower, its
Restricted Subsidiaries or any Existing JV have been directly disrupted due to any Casualty Event
resulting from a named windstorm during such period, for each fiscal quarter occurring during such
period, an amount, if positive, equal to 75% of the average quarterly Consolidated EBITDA
attributable to any such assets or operations for the two fiscal quarter period occurring
immediately prior to the occurrence of such Casualty Event (net of any actual positive Consolidated
EBITDA contribution from such assets or operations for such period including as a result of the
receipt of business interruption insurance proceeds in respect thereof) (the “Casualty Event
EBITDA Adjustment”) and minus (c) the following to the extent included in calculating
such Consolidated Net Income, (i) all Federal, state, local and foreign income tax credits for such
period, (ii) all non-cash items of income (other than account receivables and similar items arising
from the normal course of business and reflected as income under accrual methods of accounting
consistent with past practices) for such period, (iii) any cash expenditures in respect of non-cash
charges added back to any previous period pursuant to clause (a)(iii) above and (iv) to the
extent any cash proceeds of business interruption insurance are received with respect to a Casualty
Event for which a Casualty Event EBITDA Adjustment was made after the period in which such Casualty
Event EBITDA Adjustment was applied, any



-8-









 




cash proceeds of business interruption insurance up to the
amount added to Consolidated EBITDA as a
result of such Casualty Event EBITDA Adjustment. Notwithstanding anything else set forth
herein, the parties agree that for the purposes of any calculations hereunder, Consolidated EBITDA
and Adjusted EBITDA for the fiscal quarter ended (1) December 31, 2008 is $31,000,000, (2) March
31, 2009 is $32,000,000, (3) June 30, 2009 is $46,900,000 and (4) September 30, 2009 is
$35,700,000.




     “Consolidated Funded Indebtedness” means, as of any date of determination, without
duplication, an amount not less than zero equal to (a) the aggregate principal amount of
Indebtedness of the Borrower and its Restricted Subsidiaries (and the Borrower’s and its Restricted
Subsidiaries’ pro rata share of Indebtedness of the Existing JVs) outstanding on such date,
determined on a consolidated basis in accordance with GAAP (but excluding the effects of any
discounting of Indebtedness resulting from the application of purchase accounting in connection
with any Permitted Acquisition), consisting of Indebtedness for borrowed money, obligations in
respect of Capital Leases and debt obligations evidenced by promissory notes or similar instruments
(or Guarantees of any of the foregoing), minus (b) the aggregate amount of cash and Cash
Equivalents (in each case, free and clear of all Liens, other than nonconsensual Liens and Liens
permitted by clause (a), (l) or (s) of Section 7.01) in excess of
$10,000,000 included in the consolidated balance sheet of the Borrower and its Restricted
Subsidiaries as of such date. Without limitation on the foregoing, Consolidated Funded
Indebtedness shall not include (i) any letters of credit, (ii) obligations under any Swap Contracts
or other hedging agreements and (iii) Guarantees by the Borrower or any Guarantor of any Holdco
Loans held by the Borrower or a Restricted Subsidiary.



     “Consolidated Interest Expense” means, for any period, without duplication, the sum of
the cash interest expense (including that attributable to Capital Leases), net of cash interest
income, of the Borrower and its Restricted Subsidiaries (plus the Borrower’s and its Restricted
Subsidiaries’ pro rata share of the cash interest expense (including that attributable to Capital
Leases), net of cash interest income of the Existing JVs), determined on a consolidated basis in
accordance with GAAP, with respect to all outstanding Indebtedness of the Borrower and its
Restricted Subsidiaries, provided that, if, during the four fiscal quarter period ending on
the date for which Consolidated Interest Expense is determined, the Borrower or any Restricted
Subsidiary shall have made any Pro Forma Transaction, Consolidated Interest Expense shall be
calculated on a Pro Forma Basis. Notwithstanding anything to the contrary contained herein, for
purposes of determining Consolidated Interest Expense for any period ending prior to the first
anniversary of the Closing Date, Consolidated Interest Expense shall be an amount equal to actual
Consolidated Interest Expense from the Closing Date through the date of determination multiplied by
a fraction the numerator of which is 365 and the denominator of which is the number of days from
the Closing Date through the date of determination.



     “Consolidated Leverage Ratio” means, for any date of determination (i) Consolidated
Funded Indebtedness on such date of determination to (ii) Consolidated Adjusted EBITDA for the
period of four consecutive fiscal quarters most recently ended prior to the date of determination
for which a Compliance Certificate has been delivered.



-9-









 





     “Consolidated Net Income” means, for any period, the net income (loss) of the Borrower
and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance
with GAAP, excluding, without duplication (a) extraordinary items for such period, (b) the
cumulative effect of a change in accounting principles during such period to the extent included
in Consolidated Net Income, (c) any income (loss) for such period attributable to the early
extinguishment of Indebtedness and (d) gains and losses on Dispositions outside the ordinary course
of business. There shall be excluded from Consolidated Net Income for any period the purchase
accounting effects of adjustments to property and equipment, software and other intangible assets
and deferred revenue in component amounts required or permitted by GAAP and related authoritative
pronouncements, as a result of any acquisition consummated prior to the Closing Date, any Permitted
Acquisitions, or the amortization or write-off of any amounts thereof. There also shall be
excluded from Consolidated Net Income for any period any net income (loss) of any Person that is
not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method
of accounting; provided that Consolidated Net Income shall be increased by the amount of
dividends, distributions or other payments from such Person, that are actually paid in cash (or to
the extent promptly converted into cash) to the Borrower or a Restricted Subsidiary thereof in
respect of such period; provided, further, that for purposes of calculating
Consolidated EBITDA in connection with determining the Consolidated Leverage Ratio and the Interest
Coverage Ratio, the Borrower’s and its Restricted Subsidiaries’ pro rata share of any net income
(loss) for such period (calculated in the manner set forth above) of the Existing JVs shall be
included in Consolidated Net Income to the extent not otherwise included pursuant to this
definition.



     “Consolidated Net Tangible Assets” means, at any date of determination, the total
amount of consolidated assets of the Borrower and its Restricted Subsidiaries after deducting
therefrom: (a) all current liabilities (excluding (i) any current liabilities that by their terms
are extendable or renewable at the option of the obligor thereon to a time more than 12 months
after the time as of which the amount thereof is being computed, and (ii) current maturities of
long-term debt); and (b) the value (net of any applicable reserves) of all goodwill, trade names,
trademarks, patents and other like intangible assets, all as set forth, or on a pro
forma basis would be set forth, on the consolidated balance sheet of the Borrower and its
Restricted Subsidiaries for the most recently completed fiscal quarter, prepared in accordance with
GAAP.



     “Continuing Directors” means the directors of the Borrower on the Closing Date, and
each other director, if such other director’s nomination for election to the board of directors of
the Borrower is recommended by a majority of the then Continuing Directors or such other director
receives the vote of the Permitted Holders in his or her election by the stockholders of the
Borrower.



     “Contract Consideration” has the meaning set forth in the definition of “Excess Cash
Flow.”



     “Contractual Obligation” means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or other undertaking to which such Person is a party
or by which it or any of its property is bound.



-10-









 





     “Control” means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.



     “Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit
Extension.



     “Credit Increase” has the meaning specified in Section 2.14(a).



     “Credit Suisse AG” means Credit Suisse AG, Cayman Islands Branch.



     “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.



     “Default” means any event or condition that constitutes an Event of Default or that,
with the giving of any notice, the passage of time, or both, would be an Event of Default.



     “Default Rate” means (a) when used with respect to Loan Obligations other than Letter
of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate,
if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided,
however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest
rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan
plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the
Applicable Rate with respect to Eurodollar Rate Loans plus 2% per annum.



     “Defaulting Lender” means any Lender whose acts or failure to act, whether directly or
indirectly, cause it to meet any part of the definition of “Lender Default.”



     “Deutsche Bank” means Deutsche Bank Trust Company Americas, and its successors and
assigns.



     “Discount Range” has the meaning specified in Section 2.05(c)(ii).



     “Disposition” or “Dispose” means the sale, transfer, license, lease or other
disposition (including any sale and leaseback transaction and any sale of Equity Interests) of any
property by any Person, including any sale, assignment, transfer or other disposal, with or without
recourse, of any notes or accounts receivable or any rights and claims associated therewith;
provided that “Disposition” or “Dispose” shall not be deemed to include any issuance by the
Borrower of any of its Equity Interest to another Person.



     “Disqualified Equity Interests” means any Equity Interest which, by its terms (or by
the terms of any security or other Equity Interests into which it is convertible or for which it is
exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily



-11-









 




redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund
obligation or otherwise (except as a result of a change of control or asset sale so long as any
rights of the holders thereof upon the occurrence of a change of control or asset sale event shall
be subject to the prior repayment in full of the Loans and all other Loan Obligations that are
accrued and payable and the termination of the Commitments and all outstanding Letters of Credit),
(b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity
Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or
(d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests
that would constitute Disqualified Equity Interests, in each case, prior to the date that is
ninety-one (91) days after the Term Loan Maturity Date (regardless of whether any Term Loans are
outstanding) or, if any Incremental Term Loans have been made at the time of issuance thereof, the
maturity date of such Incremental Term Loans.




     “Dollar” and “$” mean lawful money of the United States.



     “Domestic Lender” means any Lender that is not a Foreign Lender.



     “Domestic Subsidiary” means any Subsidiary that is organized under the laws of the
United States, any state thereof or the District of Columbia.



     “Eligible Assignee” means any Person that meets the requirements to be an assignee
under Sections 10.06(b)(iii), (v) and (vi) (subject to such consents, if
any, as may be required under Section 10.06(b)(iii)).



     “Eligible Equity Interests” means all shares of capital stock or other Equity
Interests of whatever class of any First-Tier Foreign Subsidiary that are owned by the Borrower or
any Guarantor, in each case together with any certificates evidencing the same, excluding, however,
all shares of capital stock or other Equity Interests of such First-Tier Foreign Subsidiary which
represent in excess of 66% of the combined voting power of all classes of the Equity Interests of
such First-Tier Foreign Subsidiary.



     “Environmental Laws” means any and all federal, state, local, and foreign statutes,
laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, authorizations, agreements or governmental restrictions relating to pollution
and the protection of the environment or the release of any Hazardous Materials into the
environment, including those related to hazardous substances or wastes, air emissions and
discharges to waste or public systems.



     “Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the
Borrower, any other Loan Party or any of their respective Subsidiaries (whether imposed by Law or
imposed or assumed by any contract, agreement or other consensual arrangement or otherwise), and
directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of any Hazardous
Materials, (c) exposure to any Hazardous Materials, or (d) the release or threatened release of any
Hazardous Materials into the environment.



-12-









 





     “Equity Interests” means, with respect to any Person, all of the shares of capital
stock of (or other ownership or profit interests in) such Person, all of the warrants, options or
other rights for the purchase or acquisition from such Person of shares of capital stock of (or
other ownership or profit interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person
or warrants, rights or
options for the purchase or acquisition from such Person of such shares (or such other
interests), and all of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting, and whether or not
such shares, warrants, options, rights or other interests are outstanding on any date of
determination.



     “Equity Investors” means the Sponsor and the Management Stockholders.



     “ERISA” means the Employee Retirement Income Security Act of 1974.



     “ERISA Affiliate” means any trade or business (whether or not incorporated) under
common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and
Sections 414(m) and (o) of the Code solely for purposes of provisions relating to Section 412 of
the Code).



     “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a
withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of
ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2)
of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e)
of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a
Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing
of a notice of intent to terminate, the treatment of a Plan amendment as a termination under
Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a
Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any
Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA,
other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower
or any ERISA Affiliate.



     “Eurodollar Rate” means a rate per annum equal to the higher of (a) solely in the case
of the Term Loans, 2.00% and (b) the British Bankers Association LIBOR Rate (“BBA LIBOR”),
as published by Reuters (or other commercially available source providing quotations of BBA LIBOR
as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for
delivery on the first day of such Interest Period) with a term equivalent to such Interest Period;
provided that if such rate is not available at such time for any reason, then the rate
pursuant to clause (b) for such Interest Period shall be the rate per annum determined by
the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day
of such Interest Period in same day funds in the approximate amount (rounded upward, if necessary,
to a whole multiple of 1/100 of 1%) of the Eurodollar Rate Loan being made, continued or converted
by Deutsche Bank and with a term equivalent to such Interest Period would be offered by Deutsche
Bank’s London Branch to major banks in the London interbank eurodollar market at



-13-









 




their request at
approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest
Period.




     “Eurodollar Rate Loan” means a Loan that bears interest at a rate based on the
Eurodollar Rate.



     “Event of Default” has the meaning specified in Section 8.01.



     “Excess Cash Flow” means, for any period, an amount equal to the excess of:




     (a) the sum, without duplication, of:




     (i) Consolidated Net Income for such period,




     (ii) an amount equal to the amount of all depreciation, amortization and
non-cash charges to the extent deducted in arriving at such Consolidated Net Income,
and




     (iii) the amount of tax expense deducted in determining Consolidated Net Income
in such period to the extent exceeding the amount of cash taxes paid in such period;
over




     (b) the sum, without duplication, of:




     (i) an amount equal to the amount of all non-cash credits included in arriving
at such Consolidated Net Income,




     (ii) without duplication of amounts deducted pursuant to clause (ix)
below in prior fiscal years, the amount of Capital Expenditures (without giving
effect to the proviso in such definition) made in cash by the Borrower and the
Restricted Subsidiaries during such period, except to the extent that such Capital
Expenditures were financed with the proceeds of Indebtedness of the Borrower or the
Restricted Subsidiaries,




     (iii) the aggregate amount of all principal payments of Indebtedness of the
Borrower and the Restricted Subsidiaries on a consolidated basis (including the
principal component of payments in respect of Capital Leases but excluding (A) all
prepayments of Loans and (B) any prepayments made under any revolving credit
facility to the extent there is not an equivalent permanent reduction in commitments
thereunder) made during such period, except to the extent financed with the proceeds
of other Indebtedness of the Borrower or the Restricted Subsidiaries,




     (iv) cash payments by the Borrower and the Restricted Subsidiaries during such
period in respect of long-term liabilities of the Borrower and the Restricted
Subsidiaries other than Indebtedness, except to the extent financed with the
proceeds of Indebtedness of the Borrower or the Restricted Subsidiaries,



-14-









 






     (v) the amount of Restricted Payments paid by the Borrower during such period
pursuant to clause (h) of Section 7.07 to the extent such Restricted
Payments were financed with internally generated cash flow of the Borrower and the
Restricted Subsidiaries,




     (vi) without duplication of amounts deducted pursuant to clause (ix)
below in prior fiscal years, the amount of Investments and acquisitions made in cash
during such period pursuant to clauses (d), (f), (h),
(i), (j), (l), (q), (r), and (s) of
Section 7.02 to the extent that such Investments and acquisitions were
financed with internally generated cash flow of the Borrower and the Restricted
Subsidiaries,




     (vii) the aggregate amount of expenditures actually made by the Borrower and
the Restricted Subsidiaries in cash during such period (including expenditures for
the payment of financing fees) from internally generated funds (excluding
expenditures consisting of the repayment of Indebtedness or the making of any
Restricted Payments or Investments) to the extent that such expenditures are not
expensed during such period or any previous period,




     (viii) the aggregate amount of any premium, make-whole or penalty payments
actually paid in cash by the Borrower and the Restricted Subsidiaries during such
period that are required to be made in connection with any prepayment of
Indebtedness,




     (ix) without duplication of amounts deducted from Excess Cash Flow in prior
periods, the aggregate consideration required to be paid in cash by the Borrower or
any of the Restricted Subsidiaries pursuant to binding contracts (the “Contract
Consideration”) entered into prior to or during such period relating to
Permitted Acquisitions or Capital Expenditures to be consummated or made during the
period of four consecutive fiscal quarters of the Borrower following the end of such
period, provided that to the extent the aggregate amount of internally
generated cash actually utilized to finance such Permitted Acquisitions or Capital
Expenditures during such period of four consecutive fiscal quarters is less than the
Contract Consideration, the amount of such shortfall shall be added to the
calculation of Excess Cash Flow at the end of such period of four consecutive fiscal
quarters, and




     (x) the amount of cash taxes paid in such period to the extent they exceed the
amount of tax expense deducted in determining Consolidated Net Income for such
period.



     “Exchange Act” means the Securities Exchange Act of 1934.



     “Excluded Collateral” means any of the following assets now owned or hereafter
acquired by the Borrower or any Guarantor: (i) equity interests in joint ventures (excluding
Wholly Owned Subsidiaries) owned by the Borrower or any Restricted Subsidiary, to the extent a
pledge thereof would violate or require the consent of a counterparty under the relevant joint



-15-









 




venture arrangements, (ii) vehicles subject to certificate of title statutes, (iii) interests in
real property other than Material Leases, Material Fee Owned Properties and Material Pipelines,
(iv) assets to which the granting or perfecting a security interest would violate any applicable
law, (v) any lease, license or other agreement to the extent the grant of a security interest
therein would result in an invalidation thereof or constitute a breach or violation of such
agreement (other than
any non-assignment of payment intangibles provisions that is unenforceable under the Uniform
Commercial Code), (vi) any assets with respect to which, in the reasonable judgment of the
Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other
consequences (including any adverse tax consequences) of providing a security interest therein
shall be excessive in view of the benefits to be obtained by the Lenders or any other Secured Party
therefrom, (vii) any asset of any Subsidiary that is not a Guarantor, (viii) Equity Interests of
any Foreign Subsidiary of the Borrower or any Guarantor that are not Eligible Equity Interests and
(ix) any “intent-to-use” trademark applications for which a statement of use has not been filed
with and duly accepted by the United States Patent and Trademark Office (but only until such
statement is filed and accepted).




     “Excluded Subsidiary” means (a) any Subsidiary that is (i) not a Wholly Owned
Subsidiary, (ii) an Unrestricted Subsidiary or (iii) an Immaterial Subsidiary, (b) each Restricted
Subsidiary listed on Schedule 1.01B hereto, (c) any Restricted Subsidiary that is
prohibited by applicable Law from guaranteeing the Obligations, (d) any Restricted Subsidiary that
is a Domestic Subsidiary but is also a Subsidiary of a Foreign Subsidiary, and (e) any other
Restricted Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent
(confirmed in writing by notice to the Borrower), the cost or other consequences (including any
adverse tax consequences) of providing a Guaranty shall be excessive in view of the benefits to be
obtained by the Lenders or any other Secured Party therefrom; provided, however,
that in no event shall any Subsidiary that is required to deliver a Mortgage under Section
6.12 or 6.17 constitute an Excluded Subsidiary.



     “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any L/C
Issuer or any other recipient of any payment to be made by or on account of any obligation of any
Loan Party hereunder or under any other Loan Document, (a) taxes imposed on or measured by its
overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income
taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such
recipient is organized or in which its principal office is located or, in the case of any Lender,
in which its applicable Lending Office is located, (b) any tax in the nature of branch profits tax
under Section 884(a) of the Code that is imposed by any jurisdiction described in (a), (c) in the
case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under
Section 10.13), any United States federal withholding tax that is imposed pursuant to any
laws in effect at the time such Foreign Lender becomes a party hereto (or designates a new Lending
Office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled,
immediately prior to the designation of a new Lending Office (or assignment), to receive additional
amounts from the applicable Loan Party with respect to such U.S. federal withholding tax pursuant
to Section 3.01(a) and (d) any withholding tax that is attributable to a Lender’s failure
to comply with Section 3.01(e).



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     “Existing JV” means each of Versado Gas Processors, L.L.C., a Delaware limited
liability company, and Venice Energy Services Company, L.L.C., a Delaware limited liability
company; provided, however, that in the event any such entity becomes a Wholly
Owned Subsidiary of the Borrower, such entity shall cease to be an Existing JV.



     “Existing L/C” means each letter of credit set forth on Schedule 1.01D.



     “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Business Day next succeeding such day; provided that (a) if such day is not
a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such
rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day
shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)
charged to Deutsche Bank on such day on such transactions as determined by the Administrative
Agent.



     “Fee Letter” means the letter agreement, dated January 5, 2010, among the Borrower and
the Administrative Agent.



     “First-Tier Foreign Subsidiary” means a Foreign Subsidiary that is a direct Subsidiary
of the Borrower or any Guarantor.



     “Flood Insurance Laws” means, collectively, (a) the National Flood Insurance Act of
1968 as now or hereafter in effect or any successor statute thereto, (b) the Flood Disaster
Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (c) the
National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute
thereto and (d) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any
successor statute thereto.



     “Foreign Lender” means any Lender that is not a United States person within the
meaning of Section 7701(a)(30) of the Code.



     “Foreign Subsidiary” means, with respect to any Person, any Subsidiary of such Person
which is not a Domestic Subsidiary and any Domestic Subsidiary, substantially all of the material
assets of which are Equity Interests in Foreign Subsidiaries. Any unqualified reference to any
Foreign Subsidiary shall be deemed a reference to a Foreign Subsidiary of the Borrower, unless the
context clearly indicates otherwise.



     “FRB” means the Board of Governors of the Federal Reserve System of the United States.



     “Fund” means any Person (other than a natural person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its activities.



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     “GAAP” means generally accepted accounting principles in the United States set forth
in the opinions and pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or such other principles as may be approved by a significant segment of the
accounting profession in the United States, that are applicable to the circumstances as of the date
of determination, consistently applied.



     “Governmental Authority” means the government of the United States or any other
nation, or of any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or the European Central
Bank).



     “Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of
such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other
obligation payable or performable by another Person (the “primary obligor”) in any manner,
whether directly or indirectly, and including any obligation of such Person, direct or indirect,
(i) to purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for
the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the
payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital,
equity capital or any other financial statement condition or liquidity or level of income or cash
flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in
respect of such Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any
assets of such Person securing any Indebtedness or other obligation of any other Person, whether or
not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or
otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any
Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect thereof as
determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a
corresponding meaning.



     “Guarantors” means, collectively, each Restricted Subsidiary of the Borrower that has
become party to the Guaranty on the Closing Date or at any time thereafter, including pursuant to
the requirements of Section 6.12, that has not been released from the Guaranty;
provided, however, that no Foreign Subsidiary shall be a Guarantor.



     “Guaranty” means the Guaranty made by the Guarantors in favor of the Administrative
Agent, L/C Issuers and the Lenders, substantially in the form of Exhibit F.



     “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas,



-18-









 




infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law.




     “Hedging Party” means, in each case in its capacity as a party to a Swap Contract, (i)
any Person that is a Lender or an Affiliate of a Lender, (ii) any Person listed on Schedule
1.01A hereto and any of such Person’s Affiliates and (iii) any other Person with the consent of
the Administrative Agent, such consent not be unreasonably withheld or delayed.



     “Holdco” means Targa Resources Investments Inc.



     “Holdco Loans” means “Loans” as defined in the Holdco Credit Agreement, dated as of
August 9, 2007, among Holdco, the lenders named therein and Credit Suisse Securities (USA) LLC, as
administrative agent.



     “Holding Company” means, at any time, any company that at such time (a) owns (directly
or indirectly through one or more other Holding Companies satisfying the requirements of this
definition) a majority of the Voting Stock of the Borrower, (b) does not own any other material
assets (other than cash, cash equivalents and Investments in other Holding Companies) and (c) does
not engage in any business or activity other than serving as a direct or indirect holding company
controlling the Borrower and activities incidental thereto.



     “Immaterial Subsidiary” means any one or more Restricted Subsidiary that is a Domestic
Subsidiary of the Borrower or any of its Restricted Subsidiaries that, together with all other such
Restricted Subsidiaries that have not executed and delivered a Guaranty, contribute less than 0.5%
to Consolidated Net Tangible Assets and contribute less than 5% to Consolidated EBITDA.



     “Impacted Lender” means any Revolving Credit Lender (a) that has given verbal or
written notice to the Borrower, the Administrative Agent, any L/C Issuer or any Revolving Credit
Lender or has otherwise announced that such Revolving Credit Lender believes it will fail, or that
fails, within 3 Business Days of written request from the Administrative Agent, to confirm in
writing to the Administrative Agent that it will comply with its obligations under this Agreement
to make available its portion of any incurrence of Loans or reimbursement obligations under
Section 2.03(c), (b) with respect to which one or more Lender-Related Distress Events have
occurred or (c) that is a Defaulting Lender. A Revolving Credit Lender shall cease to be an
Impacted Lender upon and in the event that the Administrative Agent, the L/C Issuers, the Swing
Line Lender and the Borrower have determined, in their respective sole discretion, that such
Revolving Credit Lender has adequately remedied all matters that caused such Revolving Credit
Lender to become an Impacted Lender.



     “Indebtedness” means, as to any Person at a particular time, without duplication, all
of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:




     (a) all obligations of such Person for borrowed money and all obligations of such
Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;



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     (b) all direct or contingent obligations of such Person arising under letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and
similar instruments;




     (c) net obligations of such Person under any Swap Contract;




     (d) all obligations of such Person to pay the deferred purchase price of property or
services (other than (i) trade accounts payable in the ordinary course of business
and (ii) any earn-out obligation until such obligation becomes a liability on the
balance sheet of such Person in accordance with GAAP);




     (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property
owned or being purchased by such Person (including indebtedness arising under conditional
sales or other title retention agreements and mortgage, industrial revenue bonds, industrial
development bonds and similar financings), whether or not such indebtedness shall have been
assumed by such Person or is limited in recourse;




     (f) all Attributable Indebtedness in respect of Capital Lease Obligations and Synthetic
Lease Obligations of such Person;




     (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise
make any payment in respect of any Equity Interest in such Person (other than as permitted
pursuant to Section 7.06) or any other Person, valued, in the case of a redeemable
preferred interest, at the greater of its voluntary or involuntary liquidation preference
plus accrued and unpaid dividends; and




     (h) all Guarantees of such Person in respect of any of the foregoing.



     For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any
partnership or joint venture (other than a joint venture that is itself a corporation or limited
liability company) in which such Person is a general partner or a joint venturer, except to the
extent such Person’s liability for such Indebtedness is otherwise limited. The amount of any net
obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value
thereof as of such date. The amount of Indebtedness of any Person for purposes of clause
(e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such
Indebtedness and (ii) if and to the extent such Indebtedness is limited in recourse to the property
encumbered, the fair market value of the property encumbered thereby as determined by such Person
in good faith.



     Notwithstanding the foregoing, Indebtedness will be deemed not to include Indebtedness of an
MLP GP with respect to Indebtedness of the applicable MLP arising by operation of law due to such
MLP GP’s position as a general partner of such MLP (or corresponding Indebtedness of any general
partner of such MLP GP arising by operation of law due to such entity’s position as a general
partner of such MLP GP); provided, however, that such Indebtedness is non-recourse
to the Borrower or any of its Restricted Subsidiaries (other than such MLP GP and, if such MLP GP
is a limited partnership, the general partner of such MLP GP).



-20-









 





     “Indemnified Taxes” means all Taxes other than Excluded Taxes.



     “Indemnitee” has the meaning specified in Section 10.04(b).



     “Information” has the meaning specified in Section 10.07.



     “Intercreditor Agreement” means (a) the Intercreditor Agreement, substantially in the
form attached as Exhibit H, among the Borrower, the Collateral Agent and any Hedging Party
that is party to any Secured Hedge Agreement and (b) each other intercreditor agreement or
collateral trust or similar agreement among the Borrower, the Administrative Agent and a trustee or
other agent on behalf of the holders of any Senior Secured Notes on customary terms and conditions
as reasonably agreed by the Administrative Agent and the Borrower.



     “Interest Coverage Ratio” means, with respect to the Borrower and the Restricted
Subsidiaries on a consolidated basis, on any date of determination, the ratio of (a) Consolidated
Adjusted EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the
date of determination for which a Compliance Certificate has been delivered to (b) Consolidated
Interest Expense for the period of four consecutive fiscal quarters most recently ended prior to
the date of determination for which a Compliance Certificate has been delivered.



     “Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the
last day of each Interest Period applicable to such Loan and the Maturity Date; provided,
however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the
respective dates that fall every three months after the beginning of such Interest Period shall
also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the
last Business Day of each March, June, September and December and the Maturity Date.



     “Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the
date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan
and ending on the date three or six months (and in the case of the Revolving Credit Loans, one or
two months) or if agreed by all applicable Lenders, nine or twelve months thereafter, as selected
by the Borrower in its Borrowing Notice or such other period that is twelve months or less
requested by the Borrower and consented to by all applicable Lenders; provided that:




     (i) any Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day unless such Business Day falls in
another calendar month, in which case such Interest Period shall end on the next preceding
Business Day;




     (ii) any Interest Period that begins on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the calendar month at the
end of such Interest Period) shall end on the last Business Day of the calendar month at the
end of such Interest Period; and




     (iii) no Interest Period shall extend beyond the applicable Maturity Date.



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     “Investment” means, as to any Person, any direct or indirect acquisition or investment
by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of
another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of
Indebtedness of, or purchase or other acquisition of any other debt or equity participation or
interest in, another Person, including any partnership or joint venture interest in such other
Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other
Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions)
of all or substantially all of the property and assets or business of another Person or assets that
constitute a business unit, line of business or division of another Person.



     “Investment Increase” has the meaning specified in Section 6.14(b).



     “IP Rights” has the meaning specified in Section 5.16.



     “IRS” means the United States Internal Revenue Service.



     “ISP” means, with respect to any Letter of Credit, the “International Standby
Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such
later version thereof as may be in effect at the time of issuance of such Letter of Credit).



     “Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit
Request, and any other document, agreement and instrument entered into by the applicable L/C Issuer
and the Borrower (or any Restricted Subsidiary) or in favor of such L/C Issuer and relating to any
such Letter of Credit.



     “Laws” means, collectively, all international, foreign, Federal, state and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or
judicial precedents or authorities, including the interpretation or administration thereof by any
Governmental Authority charged with the enforcement, interpretation or administration thereof, and
all applicable administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case whether or not having the
force of law.



     “L/C Advance” means, with respect to each Revolving Credit Lender, such Revolving
Credit Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata
Share.



     “L/C Borrowing” means an extension of credit resulting from a drawing under any Letter
of Credit which has not been reimbursed on the date when made or refinanced as a (or with a)
Revolving Credit Loan.



     “L/C Credit Extension” means, with respect to any Letter of Credit, the issuance
thereof or extension of the expiry date thereof, or the increase of the amount thereof.



     “L/C Issuer” means with respect to the Existing L/Cs, Credit Suisse AG and with
respect to any other Letter of Credit, Deutsche Bank or Credit Suisse AG, as applicable, in its
capacity as an issuer of such Letter of Credit hereunder, or any successor issuer of Letters of
Credit hereunder;



-22-









 




provided, that with the consent of the applicable Revolving Credit
Lender, the Borrower may designate one or more additional Revolving Credit Lenders as L/C Issuers
hereunder. Any reference herein to “the L/C Issuer” shall, as the context requires, refer to the
entity that is the issuer of a specified Letter of Credit.




     “L/C Obligations” means, as at any date of determination, the aggregate amount
available to be drawn under all outstanding Letters of Credit plus the aggregate of all
Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available
to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in
accordance with Section 1.06. For all purposes of this Agreement, if on any date of
determination
a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by
reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be
“outstanding” in the amount so remaining available to be drawn.



     “Lender” has the meaning specified in the introductory paragraph hereto and, as the
context requires, includes the Swing Line Lender.



     “Lender Default” means (a) the refusal (which may be given verbally or in writing and
has not been retracted) or failure to fund any portion of the Loans, L/C Advances or participations
in Swing Line Loans required to be funded by it hereunder within three Business Days of the date
required to be funded by it hereunder, unless such refusal or failure has been cured, (b) the
failure to pay over to the Administrative Agent or any other Lender any other amount required to be
paid by it hereunder within three Business Days of the date when due, unless the subject of a good
faith dispute or unless such failure has been cured, or (c) a Revolving Credit Lender has admitted
in writing that it is insolvent or such Revolving Credit Lender becomes subject to a Lender-Related
Distress Event.



     “Lender Participation Notice” has the meaning specified in Section
2.05(c)(iii).



     “Lender-Related Distress Event” mean, with respect to any Revolving Credit Lender or
any Person that directly or indirectly controls such Revolving Credit Lender (each, a
“Distressed Person”), as the case may be, a voluntary or involuntary case with respect to
such Distressed Person under any Debtor Relief Law, or a custodian, conservator, receiver or
similar official is appointed for such Distressed Person or any substantial part of such Distressed
Person’s assets, or such Distressed Person or any person that directly or indirectly controls such
Distressed Person is subject to a forced liquidation, merger, sale or other change of control
supported in whole or in part by guaranties or other support of (including without limitation the
nationalization or assumption of ownership or operating control by) the U.S. government or other
Governmental Authority, or such Distressed Person makes a general assignment for the benefit of
creditors or is otherwise adjudicated as, or determined by any Governmental Authority having
regulatory authority over such Distressed Person or its assets to be, insolvent or bankrupt;
provided that a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue
of the ownership or acquisition of any Equity Interest in any Revolving Credit Lender or any person
that directly or indirectly controls such Revolving Credit Lender by a Governmental Authority or an
instrumentality thereof.



-23-









 





     “Lending Office” means, as to any Lender, the office or offices of such Lender
described as such in such Lender’s Administrative Questionnaire, or such other office or offices as
a Lender may from time to time notify the Borrower and the Administrative Agent.



     “Letter of Credit” means each Existing L/C and any other letter of credit issued
hereunder.



     “Letter of Credit Expiration Date” means the day that is nine days prior to the
Revolving Loan Maturity Date (or, if such day is not a Business Day, the next preceding Business
Day).



     “Letter of Credit Fee” has the meaning specified in Section 2.03(h)(i).



     “Letter of Credit Request” has the meaning specified in Section 2.03(b)(i).



     “Lien” means any mortgage, pledge, hypothecation, collateral assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other
security interest or preferential arrangement in the nature of a security interest of any kind or
nature whatsoever (including any conditional sale or other title retention agreement, any easement,
right of way or other encumbrance on title to real property, and any financing lease having
substantially the same economic effect as any of the foregoing) but excluding any right of first
refusal. For the avoidance of doubt, “Lien” shall not be deemed to include any license or
sublicense of IP Rights.



     “Loan” means an extension of credit by a Lender to the Borrower under Article
II in the form of a Revolving Credit Loan, Term Loan, Incremental Term Loan or Swing Line Loan.



     “Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) the
Guaranty, (d) the Security Documents, (e) each Letter of Credit Request and (f) each Intercreditor
Agreement.



     “Loan Obligations” means all advances to, and debts, liabilities, obligations,
covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect
to any Loan or Letter of Credit, whether direct or indirect (including those acquired by
assumption), absolute or contingent, due or to become due, now existing or hereafter arising and
including interest and fees that accrue after the commencement by or against any Loan Party of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding,
regardless of whether such interest and fees are allowed claims in such proceeding.



     “Loan Parties” means, collectively, the Borrower and each Guarantor.



     “Management Stockholders” means the members of management of the Borrower or its
Subsidiaries who are investors in the Borrower or any Holding Company.



     “Master Agreement” has the meaning set forth in the definition of “Swap Contract.”



     “Material Acquisition or Disposition” means any of the following having a fair market
value in excess of $10,000,000: (a) any acquisition of or Investment in any Acquired Entity or



-24-









 




Business, (b) the Disposition of any assets (including Equity Interests) by the Borrower or any of
its Restricted Subsidiaries, and (c) all mergers and consolidations of the type referred to in
Sections 7.05(d) and (e).




     “Material Adverse Effect” means (a) a material adverse effect on the business,
operations, assets, liabilities (actual or contingent) or financial condition of the Borrower and
its Restricted Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the
Borrower or the Loan Parties (taken as a whole) to perform their respective payment obligations
under any Loan Document to which the Borrower or any of the other Loan Parties is a party or (c) a
material adverse effect on the rights and remedies of the Lenders under the Loan Documents taken as
a whole.



     “Material Fee Owned Property” means any real property owned in fee by the Borrower or
any Restricted Subsidiary (i) listed on Schedule 5.19 or (ii) with respect to real property
acquired after the Closing Date, with a book value at the date of (and after giving effect to) such
acquisition in excess of $10,000,000; provided that, if any real property owned in fee by a
Loan Party does not constitute a Material Fee Owned Property but the Administrative Agent
reasonably determines that such real property is material (as a result of expansion thereof or
capital improvements thereto) and notifies the Borrower of such determination, then such real
property shall become a Material Fee Owned Property unless the Borrower certifies to the
Administrative Agent that the book value thereof is less than $10,000,000.



     “Material Leases” means (i) the leases listed on Schedule 5.19 and (ii) any
lease with respect to real property, other than office space, leased by the Borrower or a
Restricted Subsidiary, in each case requiring aggregate annual rental payments in excess of
$2,500,000.



     “Material Pipelines” means (i) the pipelines and gathering systems described on
Schedule 5.19 and (ii) any pipelines and gathering systems acquired after the Closing Date,
with a book value at the date of (and after giving effect to) such acquisition in excess of
$10,000,000; provided that, if any pipelines or gathering systems owned by a Loan Party do
not constitute a Material Pipeline but the Administrative Agent reasonably determines that such
pipelines or gathering systems are material (as a result of expansion thereof or capital
improvements thereto) and notifies the Borrower of such determination, then such pipelines or
gathering systems shall become a Material Pipeline unless the Borrower certifies to the
Administrative Agent that the book value thereof is less than $10,000,000.



     “Maturity Date” means the Term Loan Maturity Date or the Revolving Loan Maturity Date,
as the context shall require.



     “MLP” means (i) Targa Resources Partners LP and (ii) any other master limited
partnership that is not a Restricted Subsidiary formed by the Borrower or a Restricted Subsidiary.



     “MLP GP” means (i) Targa Resources GP LLC, a Delaware limited liability company, and
(ii) any other Subsidiary of the Borrower that is the general partner of a master limited
partnership formed by the Borrower or a Restricted Subsidiary for the purpose of being the general
partner of any MLP that is Controlled by the Borrower or a Restricted Subsidiary.



-25-









 





     “MLP GP IPO” means any initial public offering of the Equity Interests of an MLP GP
resulting in gross cash proceeds to the MLP GP of at least $50,000,000.



     “MLP GP Units” means any Equity Interests of an MLP GP.



     “MLP Subsidiary” means any Subsidiary of an MLP.



     “MLP Units” means any Equity Interests of an MLP.



     “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.



     “Mortgage” means, collectively, the deeds of trust, trust deeds, hypothecs and
mortgages made by the Loan Parties in favor or for the benefit of the Collateral Agent on behalf of
the Secured Parties substantially in the form of Exhibit G (with such changes as may be
customary to account for local Law matters), and any other mortgages executed and delivered
pursuant to Sections 6.12 and 6.17, as amended, restated, supplemented or otherwise
modified from time to time, including, without limitation, by any supplement thereto executed and
delivered after the Closing Date pursuant to Sections 6.12 or 6.17.



     “Multiemployer Plan” means any employee benefit plan of the type described in Section
4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make
contributions.



     “Net Cash Proceeds” means the remainder of (a) as applicable (i) the gross cash
proceeds received from an Asset Disposition Event; provided that (A) if insurance proceeds
are received with respect to a Casualty Event and the assets that were subject to such Casualty
Event are repaired or replaced such insurance proceeds shall only constitute Net Cash Proceeds to
the extent the amount expended to repair or replace such assets is not in excess of the amount of
such insurance proceeds and (B) no proceeds of business interruption insurance shall constitute Net
Cash Proceeds, or (ii) the gross cash proceeds received by any Loan Party from the issuance of
Additional Debt, as applicable, less (b) underwriter discounts and commissions, investment banking
fees, legal, accounting and other professional fees and expenses, amounts required to be applied to
the repayment of Indebtedness secured by a Lien permitted hereunder on any asset which is the
subject of such Disposition (ranking prior to any Lien securing the Obligations), and other usual
and customary transaction costs, net of taxes paid or reasonably estimated to be payable as a
result thereof within two years of the date of the relevant Disposition as a result of any gain
recognized in connection therewith and related to such Disposition or Additional Debt issuance, as
applicable.



     “Note” means a Term Note, Revolving Credit Note or Swing Line Note, as the context may
require.



     “Obligations” means all (a) Loan Obligations, (b) obligations of any Loan Party and
its Subsidiaries, as applicable, arising under any Secured Hedge Agreement and (c) Cash Management
Obligations.



     “Offered Loans” has the meaning specified in Section 2.05(c)(iii).



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     “Omnibus Agreement” means the Omnibus Agreement dated as of February 14, 2007 among
the MLP GP and the MLP.



     “OMR Notice” has the meaning specified in Section 2.05(c)(ii).



     “Open Market Repurchase” has the meaning specified in Section 2.05(c)(i).



     “Open Market Repurchase Notice” has the meaning specified in Section
2.05(c)(v).



     “Organization Documents” means (a) with respect to any corporation, the certificate or
articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with
respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the
certificate or articles of formation or organization and operating agreement; and (c) with
respect to any partnership, joint venture, trust or other form of business entity, the partnership,
joint venture or other applicable agreement of formation or organization and any agreement,
instrument, filing or notice with respect thereto filed in connection with its formation or
organization with the applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or organization of such
entity.



     “Other Taxes” means all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment made hereunder or
under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement or any other Loan Document.



     “Outstanding Amount” means (a) with respect to Loans on any date, the aggregate
outstanding principal amount thereof after giving effect to any borrowings and prepayments or
repayments of Loans, occurring on such date; and (b) with respect to any L/C Obligations on any
date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit
Extension occurring on such date and any other changes in the aggregate amount of the L/C
Obligations as of such date, including as a result of any reimbursements by the Borrower of
Unreimbursed Amounts.



     “Participant” has the meaning specified in Section 10.06(d).



     “Participant Register” has the meaning specified in Section 10.06(d).



     “PBGC” means the Pension Benefit Guaranty Corporation.



     “Pension Plan” means any “employee pension benefit plan” (as such term is defined in
Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and
is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any
ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple
employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time
during the immediately preceding five plan years.



     “Permitted Acquisition” has the meaning set forth in Section 7.02(i).



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     “Permitted Holders” means the Equity Investors, provided, however,
that for purposes of determining the percentage of Voting Stock of the Borrower that the Permitted
Holders have the power to vote or direct the voting of, or own, within the meaning of the
definition of “Change of Control,” if the portion of such Voting Stock allocable to the Management
Stockholders in the aggregate at any time exceeds fifteen percent (15%) of the total amount of the
outstanding Voting Stock of the Borrower at such time, the Permitted Holders shall be deemed not to
own or to have the power to vote or direct the voting of the amount of such excess above 15% for
purposes of the definition of “Change of Control” and any calculations specified therein.



     “Permitted Liens” means any Lien permitted to exist under Section 7.01.



     “Permitted Refinancing” means, with respect to any Person, any modification,
refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided
that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the
principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced,
refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium
thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in
connection with such modification, refinancing, refunding, renewal or extension and by an amount
equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted
Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), such
modification, refinancing, refunding, renewal or extension has a final maturity date equal to or
later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or
greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced,
refunded, renewed or extended, (c) other than with respect to a Permitted Refinancing in respect of
Indebtedness permitted pursuant to Section 7.03(e), at the time thereof and after giving
effect thereto, no Event of Default shall have occurred and be continuing, and (d) if such
Indebtedness being modified, refinanced, refunded, renewed or extended is Indebtedness permitted
pursuant to Section 7.03(b), 7.03(f) or 7.03(s), (i) to the extent such
Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of
payment to the Obligations, such modification, refinancing, refunding, renewal or extension is
subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders
as those contained in the documentation governing the Indebtedness being modified, refinanced,
refunded, renewed or extended, (ii) the terms and conditions (including, if applicable, as to
collateral but excluding as to subordination, interest rate and redemption premium) of any such
modified, refinanced, refunded, renewed or extended Indebtedness, taken as a whole, are not
materially less favorable to the Loan Parties or the Lenders than the terms and conditions of the
Indebtedness being modified, refinanced, refunded, renewed or extended; provided that a
certificate of a Responsible Officer delivered to the Administrative Agent at least five Business
Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description
of the material terms and conditions of such Indebtedness or drafts of the documentation relating
thereto, stating that the Borrower has determined in good faith that such terms and conditions
satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions
satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such
five Business Day period that it disagrees with such determination (including a reasonable
description of the basis upon which it disagrees) and (iii) such modification, refinancing,
refunding, renewal or extension is incurred by the Person who is the obligor of the Indebtedness
being modified, refinanced, refunded, renewed or extended.



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     “Permitted Reinvestment” means an investment in (a) one or more Permitted
Acquisitions, (b) properties, (c) capital expenditures and (d) acquisitions of long lived assets,
that in each of clauses (a), (b), (c) and (d), are used or useful
in a Similar Business.



     “Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.



     “Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of
ERISA), other than a Multiemployer Plan, established by the Borrower or, with respect to any such
plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.



     “Platform” has the meaning specified in Section 6.02.



     “Pledge and Security Agreement” means the Pledge and Security Agreement, dated as of
the Closing Date, and to be executed and delivered by the Borrower and the other Pledgors in favor
of the Collateral Agent, substantially in the form of Exhibit I, as amended, restated,
supplemented or otherwise modified from time to time, including, without limitation, by any
supplement thereto executed and delivered after the Closing Date pursuant to Section 6.12
in order to (a) effect the joinder of any additional Subsidiary or (b) subject thereto any
additional Equity Interests.



     “Pledgors” means the Borrower, each Guarantor, and each of the Restricted Subsidiaries
from time to time parties to the Pledge and Security Agreement.



     “Pro Forma Basis” means, with respect to any determination for any period, that such
determination shall be made by giving pro forma effect to each such Pro Forma Transaction occurring
during such period (or, in the case of any transaction the permissibility of which is conditioned
on compliance on a Pro Forma Basis with any financial condition, occurring since the first day of
such period and after giving effect to all other Pro Forma Transactions to occur in connection
therewith) as if each such Pro Forma Transaction had been consummated on the first day of such
period, based on historical results accounted for in accordance with GAAP and, to the extent
applicable, reasonable assumptions that are specified in detail by a Responsible Officer of the
Borrower in good faith in the relevant compliance certificate, financial statement or other
document provided to the Administrative Agent including cost savings that the Borrower reasonably
and in good faith believes will be realized in connection with such Pro Forma Transaction within
one year after the applicable Pro Forma Transaction (it being understood that, for purposes of any
transfer of any assets of the Borrower or a Restricted Subsidiary to any MLP, the Borrower (i)
shall not assume any increased distribution with respect to any Equity Interests in such MLP owned
by the Borrower or any Restricted Subsidiary prior to such transfer as a result of such transfer
and (ii) may give effect to distributions on additional Equity Interests received by the Borrower
or any Restricted Subsidiary as consideration for such transfer as though such Equity Interests had
been owned for the relevant period). To the extent that any transaction under this Agreement
requires compliance with a financial level on a Pro Forma Basis as of the last day of the
immediately preceding Test Period for which a Compliance Certificate has been delivered and such
transaction is to be consummated prior to delivery of the Compliance Certificate for the fiscal
quarter ended March 31, 2010, such Test Period shall be deemed to be the most recent Test Period
for which financial statements have been delivered pursuant to Section 5.05(b) or
6.01(a)



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and if pro forma compliance with Section 7.11 is required, such compliance
shall be determined based on the March 31, 2010 covenant levels.




     “Pro Forma Transaction” means any Material Acquisition or Disposition, the designation
of a Subsidiary as either an Unrestricted Subsidiary or a Restricted Subsidiary, the making of any
Investment pursuant to Section 7.02(i), (q), (r) or (t) or
Restricted Payment pursuant to Section 7.07(d), (i) or (j) or any
incurrence or repayment of Indebtedness outside the ordinary course of business.



     “Pro Rata Share” means, with respect to each Revolving Credit Lender at any time a
fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of
which is
the amount of the Revolving Credit Commitment of such Lender at such time and the denominator
of which is the amount of the Aggregate Commitments at such time; provided that if the
Revolving Credit Commitments have been terminated, then the Pro Rata Share of each Lender shall be
determined based on the Pro Rata Share of such Lender immediately prior to such termination and
after giving effect to any subsequent assignments made pursuant to the terms hereof.



     “Proposed OMR Amount” has the meaning specified in Section 2.05(c)(ii).



     “Qualified Equity Interests” means any Equity Interests of the Borrower that are not
Disqualified Equity Interests.



     “Qualifying IPO” means the issuance by the Borrower or any Holding Company of its
common Equity Interests in an underwritten primary public offering (other than a public offering
pursuant to a registration statement on Form S-8) pursuant to an effective registration statement
filed with the SEC in accordance with the Securities Act (whether alone or in connection with a
secondary public offering).



     “Qualifying Lenders” has the meaning specified in Section 2.05(c)(iv).



     “Qualifying Loans” has the meaning specified in Section 2.05(c)(iv).



     “Register” has the meaning specified in Section 10.06(c).



     “Related Parties” means, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents and advisors of such Person and of such Person’s
Affiliates.



     “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA,
other than events for which the 30-day notice period has been waived by regulation.



     “Request for Credit Extension” means (a) with respect to a Borrowing, conversion or
continuation of Revolving Credit Loans or Term Loans, a Borrowing Notice, (b) with respect to an
L/C Credit Extension, a Letter of Credit Request and (c) with respect to a Swing Line Loan, a Swing
Line Loan Notice.



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     “Required Lenders” means, as of any date of determination, (subject to an
Intercreditor Agreement with respect to those matters as to which Hedging Parties are entitled to
vote thereunder) Lenders having more than 50% of the sum of (a) the aggregate Term Commitments (or,
following the borrowing of the Term Loans on the Closing Date, the Term Loans) and (b) Aggregate
Commitments (or, if the Aggregate Commitment have been terminated, more than 50% of the aggregate
Revolving Credit Exposure of all Revolving Credit Lenders); provided that the Revolving
Credit Commitment of, and the portion of the Revolving Credit Exposure held or deemed held by, any
Defaulting Lender shall be excluded for all purposes of making any determination of Required
Lenders.



     “Responsible Officer” means the chief executive officer, chief accounting officer,
president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party
and, solely for purposes of notices given pursuant to Article II, any other officer or
employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the
Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of
a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate,
partnership and/or other action on the part of such Loan Party and such Responsible Officer shall
be conclusively presumed to have acted on behalf of such Loan Party.



     “Restricted Payment” means any dividend or other distribution (whether in cash,
securities or other property) with respect to any Equity Interest of any Loan Party or any
Subsidiary, or any payment (whether in cash, securities or other property), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such capital stock or other Equity Interest, or on account of
any return of capital to any Person’s stockholders, partners or members (or the equivalent of any
thereof), or any option, warrant or other right to acquire any such dividend or other distribution
or payment.



     “Restricted Subsidiary” means any Subsidiary that is not an Unrestricted Subsidiary.



     “Revolving Commitment Increase” has the meaning set forth in Section 2.14(a).



     “Revolving Commitment Increase Lender” has the meaning set forth in Section
2.14(b).



     “Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving
Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest
Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(b).



     “Revolving Credit Commitment” means, as to each Revolving Credit Lender, its
obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(b),
(b) purchase participations in L/C Obligations and (c) purchase participations in Swing Line Loans,
in an aggregate principal amount at any one time outstanding not to exceed the amount set forth
opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Credit
Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in accordance with this
Agreement. The aggregate Revolving Credit Commitments of all Revolving Credit Lenders shall be
$100,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance
with the terms of this Agreement.



-31-









 





     “Revolving Credit Exposure” means, as to each Revolving Credit Lender, the sum of the
outstanding principal amount of such Revolving Credit Lender’s Revolving Credit Loans and its Pro
Rata Share of the L/C Obligations and Swing Line Loans at such time.



     “Revolving Credit Facility” means, at any time, the Aggregate Commitments at such time
(or, if the Aggregate Commitments have terminated, the total Revolving Credit Exposure at such
time).



     “Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit
Commitment or Revolving Credit Exposure at such time.



     “Revolving Credit Loans” has the meaning set forth in Section 2.01(b).



     “Revolving Credit Note” means a promissory note of the Borrower payable to any
Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-2
hereto, evidencing the aggregate Indebtedness of the Borrower to such Revolving Credit Lender
resulting from the Revolving Credit Loans made by such Revolving Credit Lender.



     “Revolving Loan Maturity Date” means July 5, 2014; provided, however,
that if such date is not a Business Day, the Maturity Date shall be the next preceding Business
Day.



     “SEC” means the Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions.



     “Secured Hedge Agreement” means any Swap Contract that (a) is permitted under
Article VII and (b) is by and between any Loan Party and any Hedging Party;
provided that such Swap Contract shall not constitute a Secured Hedge Agreement unless, at
the time such Swap Contract was entered into, the relevant Hedging Party is (i) a Lender or an
Affiliate of a Lender or (ii) subject to the Intercreditor Agreement. Each Secured Hedge Agreement
on the Closing Date is subject to a Master ISDA Agreement (as defined in the Intercreditor
Agreement) set forth on Schedule 1.01E.



     “Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent,
the L/C Issuers, the Lenders, any Hedging Party that is a party to a Secured Hedge Agreement, and
each co-agent or sub-agent appointed by the Administrative Agent or Collateral Agent from time to
time pursuant to Section 9.05.



     “Secured Swap Obligations” means all obligations arising from time to time under
Secured Hedge Agreements; provided that if such counterparty ceases to be a Lender
hereunder or an Affiliate of a Lender hereunder, or ceases to be a party to the Intercreditor
Agreement, Secured Swap Obligations shall only include such obligations to the extent arising from
transactions entered into while the counterparty was a Lender hereunder or an Affiliate of a Lender
hereunder or a party to the Intercreditor Agreement.



     “Security Documents” means, collectively, the Pledge and Security Agreement, the
Mortgages, each of the mortgages, collateral assignments, security agreements, pledge agreements,
supplements to any of the foregoing or other similar agreements delivered to the



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Administrative
Agent pursuant to Section 6.12 or Section 6.17, the Subsidiary Guaranty and each of
the other agreements, instruments or documents that creates or purports to create a Lien or
Guarantee in favor of an Agent for the benefit of the Secured Parties.




     “Senior Secured Notes” means debt securities issued for cash consideration by the
Borrower or a Restricted Subsidiary in a capital markets transaction or institutional private
placement; provided that:




     (a) the Net Cash Proceeds of such debt securities shall be used to prepay Term Loans
outstanding hereunder in accordance with Section 2.05(b)(iii) within three Business
Days after such Net Cash Proceeds are received;




     (b) the aggregate principal amount of such debt securities shall not exceed the
aggregate principal amount of Term Loans being prepaid plus unpaid accrued interest thereon
plus the amount of investment banking fees, underwriting or initial purchaser discounts,
original issue discounts, commissions, costs and other out-of-pocket expenses and other
customary expenses incurred in connection with the issuance of such debt securities;




     (c) such debt securities (i) shall not have a final maturity earlier than, or provide
for any scheduled repayment of principal prior to the Term Loan Maturity Date, (ii) shall
not be subject to mandatory prepayment or redemption, prepayment or redemption at the option
of the holder thereof, or similar mandatory repayment provisions, other than those customary
for debt securities issued in the capital markets or institutional private placement markets
(including upon a change of control and asset dispositions), (iii) shall not be Guaranteed
by any Affiliate of the Borrower other than the Guarantors, (iv) shall not be secured by any
assets other than the Collateral and (v) shall be subject to an Intercreditor Agreement; and




     (d) at the time of and after giving effect to the issuance of such debt securities, no
Event of Default shall have occurred and be continuing and the Borrower shall be in
compliance with each of the covenants set forth in Section 7.11 as of the last day
of the immediately preceding Test Period for which a Compliance Certificate has been
delivered (determined on a Pro Forma Basis after giving effect to the issuance of such debt
securities and the use of proceed thereof).



     “Senior Unsecured Notes” means the Borrower’s senior unsecured notes due 2013 in the
initial aggregate principal amount of $250,000,000.



     “Similar Business” means any business conducted by the Borrower and any of its
Restricted Subsidiaries or the MLP on the Closing Date or any business that is similar, reasonably
related, incidental or ancillary thereto, including, for the avoidance of doubt, the gathering,
treating, processing, storing, transportation and marketing of oil, natural gas, natural gas
liquids and related products.



     “Solvent” and “Solvency” mean, with respect to any Person on a particular
date, that on such date (a) the fair value of the property of such Person is greater than the total
amount of



-33-









 




liabilities, including contingent liabilities, of such Person, (b) the present fair
salable value of the assets of such Person is not less than the amount that will be required to pay
the probable liability of such Person on its debts as they become absolute and matured, (c) such
Person does not intend to, and does not believe that it will, incur debts or liabilities beyond
such Person’s ability to pay such debts and liabilities as they mature, and (d) such Person is not
engaged in business or a transaction, and is not about to engage in business or a transaction, for
which such Person’s property would constitute an unreasonably small capital. The amount of
contingent liabilities at any time shall be computed as the amount that, in the light of all the
facts and circumstances existing at such time, represents the amount that can reasonably be
expected to become an actual or matured liability.




     “Sponsor” means Warburg Pincus LLC and its Affiliates, but not including, however, any
portfolio companies of any of the foregoing.



     “Subsidiary” of a Person means a corporation, partnership, joint venture, limited
liability company or other business entity of which a majority of the shares of securities or other
interests having ordinary voting power for the election of directors or other governing body (other
than securities or interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned by such Person. Notwithstanding the foregoing, no MLP will be
considered to be a Subsidiary of the Borrower unless the Borrower or its Restricted Subsidiaries
hold a majority of the economic interests of all Equity Interests of such MLP.



     “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity options, forward
commodity contracts, commodity futures contracts, equity or equity index swaps or options, bond or
bond price or bond index swaps or options or forward bond or forward bond price or forward bond
index transactions, interest rate options, forward foreign exchange transactions, cap transactions,
floor transactions, collar transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar transactions or any
combination of any of the foregoing (including any options to enter into any of the foregoing),
whether or not any such transaction is governed by or subject to any master agreement, and (b) any
and all transactions of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any
other master agreement relating to transactions of the type described in clause (a) above
(any such master agreement, together with any related schedules, a “Master Agreement”),
including any such obligations or liabilities under any Master Agreement.



     “Swap Termination Value” means, in respect of any one or more Swap Contracts, after
taking into account the effect of any legally enforceable netting agreement relating to such Swap
Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and
termination value(s) determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the fair
value(s) for such Swap Contracts, as determined in accordance with GAAP.



     “Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section
2.04.



-34-









 





     “Swing Line Lender” means Deutsche Bank in its capacity as provider of Swing Line
Loans, or any successor swing line lender hereunder.



     “Swing Line Loan” has the meaning specified in Section 2.04(a).



     “Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to
Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit
B.



     “Swing Line Note” means a promissory note of the Borrower payable to the Swing Line
Lender or its registered assigns, in substantially the form of Exhibit C-3 hereto,
evidencing the
aggregate Indebtedness of the Borrower to the Swing Line Lender resulting from the Swing Line
Loans made by the Swing Line Lender.



     “Swing Line Sublimit” means an amount equal to the lesser of (a) $30,000,000 and (b)
the Aggregate Commitments. The Swing Line Sublimit is part of, and not in addition to, the
Aggregate Commitments.



     “Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a
so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or
possession of property creating obligations that do not appear on the balance sheet of such Person
but which, upon the insolvency or bankruptcy of such Person, would be characterized as the
indebtedness of such Person (without regard to accounting treatment).



     “Taxes” means all present or future taxes, levies, imposts, duties, deductions,
withholdings, assessments, fees or other charges imposed by any Governmental Authority, including
any interest, additions to tax or penalties applicable thereto.



     “Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same
Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the
Term Lenders pursuant to Section 2.01.



     “Term Commitment” means, as to each Term Lender, its obligation to make a Term Loan to
the Borrower pursuant to Section 2.01(a) in an aggregate principal amount not to exceed the
amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Term
Commitment” or in the Assignment and Assumption pursuant to which such Term Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in accordance with this
Agreement. The initial aggregate amount of the Term Commitments is $500,000,000.



     “Term Lender” means, at any time, any Lender that has a Term Commitment or a Term Loan
at such time.



     “Term Loan” means a Loan made pursuant to Section 2.01(a).



     “Term Loan Maturity Date” means July 5, 2016.



     “Term Note” means a promissory note of the Borrower payable to any Term Lender or its
registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the
aggregate



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Indebtedness of the Borrower to such Term Lender resulting from the Term Loans made by
such Term Lender.




     “Test Period” means, for any determination under this Agreement, a period of four
consecutive fiscal quarters of the Borrower.



     “Threshold Amount” means an amount equal to three percent (3%) of Consolidated Net
Tangible Assets of the Borrower as of the financial statements most recently delivered pursuant to
Section 6.01(a) or Section 6.01(b), as applicable, or, if such calculation is being
made as of a date prior to the first date that financial statements are required to be delivered
pursuant to Section 6.01(a), the financial statements delivered pursuant to Section
5.05(b).



     “Title Policy” has the meaning specified in Section 6.17(a).



     “Transaction” means the entering into of this Agreement and incurrence of the Loans,
the purchase by the Borrower or one of its Subsidiaries of all or a portion of the Holdco Loans,
the refinancing of the Borrower’s existing credit agreement and the purchase and cancellation of
all or a portion of the Senior Unsecured Notes, in each case, on the Closing Date, together with
the payment of fees and expenses in connection with the foregoing.



     “Type” means, with respect to a Loan, its character as a Base Rate Loan or a
Eurodollar Rate Loan.



     “UCC” means the Uniform Commercial Code as the same may from time to time be in effect
in the State of New York or the Uniform Commercial Code (or similar code or statute) of another
jurisdiction, to the extent it may be required to apply to any item or items of Collateral.



     “United States” and “U.S.” mean the United States of America.



     “Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).



     “Unrestricted Subsidiary” means (a) the Existing JVs and each Subsidiary of the
Borrower listed on Schedule 1.01C, (b) any Subsidiary of the Borrower designated by the
board of directors of the Borrower as an Unrestricted Subsidiary pursuant to Section 6.14
(or that becomes an Unrestricted Subsidiary pursuant to Section 6.14(b)) subsequent to the
Closing Date, (c) any Subsidiary of an Unrestricted Subsidiary, (d) immediately upon the
consummation of an MLP GP IPO, the MLP GP (to the extent it remains a Subsidiary of the Borrower
after giving effect thereto), it being understood, for the avoidance of doubt, that the MLP GP
shall not become an Unrestricted Subsidiary prior to the consummation of an MLP GP IPO, (e) to the
extent constituting a Subsidiary, Targa Resources Partners LP and (f) to the extent the Borrower
creates an MLP pursuant to a Disposition permitted hereunder that is not a Subsidiary and after
creating such MLP later acquires a sufficient number of MLP Units pursuant to an Investment
otherwise permitted hereunder so that such MLP becomes a Subsidiary, such MLP; provided
that no MLP Units or MLP GP Units owned on the Closing Date will be held by an Unrestricted
Subsidiary.



     “Voting Stock” of any Person means Equity Interests of any class or classes having
ordinary voting power for the election of directors or the equivalent governing body of such
Person.



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     “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any
date, the number of years obtained by dividing: (a) the sum of the products obtained by
multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or
other required payments of principal, including payment at final maturity, in respect thereof, by
(ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date
and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.



     “Wholly Owned Subsidiary” means any Subsidiary of a Person, all of the issued and
outstanding Equity Interests are directly or indirectly (through one or more Subsidiaries) owned by
such Person, excluding directors’ qualifying shares if applicable.



     Other Interpretive Provisions. With reference to this Agreement and each other Loan
Document, unless otherwise specified herein or in such other Loan Document:




     (a) The definitions of terms herein shall apply equally to the singular and plural
forms of the terms defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase
“without limitation.” The word “will” shall be construed to have the same meaning
and effect as the word “shall.” Unless the context requires otherwise, (i) any
definition of or reference to any agreement, instrument or other document (including any
Organization Document) shall be construed as referring to such agreement, instrument or
other document as from time to time amended, supplemented or otherwise modified (subject to
any restrictions on such amendments, supplements or modifications set forth herein or in any
other Loan Document), (ii) any reference herein to any Person shall be construed to include
such Person’s successors and assigns, (iii) the words “herein,” “hereof” and
“hereunder,” and words of similar import when used in any Loan Document, shall be
construed to refer to such Loan Document in its entirety and not to any particular provision
thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits and
Schedules to, the Loan Document in which such references appear, (v) any reference to any
law shall include all statutory and regulatory provisions consolidating, amending, replacing
or interpreting such law and any reference to any law or regulation shall, unless otherwise
specified, refer to such law or regulation as amended, modified or supplemented from time to
time, and (vi) the words “asset” and “property” shall be construed to have
the same meaning and effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights.




     (b) In the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including,” the words “to” and
“until” each mean “to but excluding,” and the word “through” means
“to and including.”




     (c) Section headings herein and in the other Loan Documents are included for
convenience of reference only and shall not affect the interpretation of this Agreement or
any other Loan Document.



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     Section 1.03 Accounting Terms.



     (a) Generally. All accounting terms not specifically or completely defined herein
shall be construed in conformity with, and all financial data (including financial ratios and other
financial calculations) required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a
manner consistent with that used in preparing the Audited Financial Statements, except as
otherwise specifically prescribed herein.



     (b) Changes in GAAP. If at any time any change in GAAP would affect the computation
of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or
the Required Lenders shall so request, the Administrative Agent, the Lenders and the
Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the
original intent thereof in light of such change in GAAP (subject to the approval of the Required
Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to
be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall
provide to the Administrative Agent and the Lenders financial statements and other documents
required under this Agreement or as reasonably requested hereunder setting forth a reconciliation
between calculations of such ratio or requirement made before and after giving effect to such
change in GAAP.



     Section 1.04 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to
this Agreement shall be calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a rounding-up if there is no
nearest number).



     Section 1.05 Times of Day. Unless otherwise specified, all references herein to times of day shall
be references to Eastern time (daylight or standard, as applicable).



     Section 1.06 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter
of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at
such time; provided, however, that with respect to any Letter of Credit that, by
its terms or the terms of any Issuer Document related thereto, provides for one or more automatic
increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be
the stated amount of such Letter of Credit after giving effect to all such increases, whether or
not such stated amount is in effect at such time.



     Section 1.07 References to Agreements, Laws, Etc. Unless otherwise expressly provided herein, (a)
references to Organization Documents, agreements (including the Loan Documents) and other
contractual instruments shall be deemed to include all subsequent amendments, restatements,
extensions, supplements and other modifications thereto, but only to the extent that such
amendments, restatements, extensions, supplements and other modifications are permitted by any Loan
Document; and (b) references to any Law shall include all statutory and regulatory provisions
consolidating, amending, replacing or supplementing such Law.



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     Section 1.08 Timing of Payment or Performance. When the payment of any obligation or the
performance of any covenant, duty or obligation is stated to be due or performance required on a
day which is not a Business Day, the date of such payment (other than as expressly provided herein,
including as described in the definition of “Interest Period”) or performance shall extend to the
immediately succeeding Business Day



ARTICLE II.




THE COMMITMENTS AND CREDIT EXTENSIONS



     Section 2.01 The Loans.



     (a) The Term Borrowings. Each Term Lender severally agrees to make to the Borrower,
in one draw on the Closing Date, a loan in an aggregate principal amount equal to such Term
Lender’s Term Commitment. Term Loans may be Base Rate Loans or Eurodollar Rate Loans as provided
herein. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be
reborrowed.



     (b) The Revolving Credit Borrowings. Each Revolving Credit Lender severally agrees to
make loans denominated in Dollars to the Borrower pursuant to Section 2.02 (each such loan,
a “Revolving Credit Loan”) from time to time, on any Business Day during the Availability
Period, in an aggregate principal amount not to exceed at any time outstanding the amount of such
Lender’s Revolving Credit Commitment; provided that after giving effect to any Revolving
Credit Borrowing, the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed
such Lender’s Revolving Credit Commitment. Within the limits of each Lender’s Revolving Credit
Commitment, Revolving Credit Loans may be repaid and reborrowed; provided that the
Revolving Credit Loans, if any, shall be repaid in full on the Revolving Loan Maturity Date.
Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans as provided herein.



     Section 2.02 Borrowings, Conversions and Continuations of Loans.



     (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or
Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Loans
shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be
given by telephone. Each such notice must be received by the Administrative Agent not later than
(i) 12:30 p.m. three (3) Business Days prior to the requested date of any Borrowing or continuation
of Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar Rate Loans, and (ii)
11:00 a.m. on the requested date of any Borrowing of a Base Rate Loan; provided that any
such notice with respect to any Borrowing to be made on the Closing Date may be given later if
given not later than 12:00 noon (or such later time as agreed to by the Administrative Agent) one
Business Day prior to the Closing Date. Each telephonic notice by the Borrower pursuant to this
Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a
Borrowing Notice, appropriately completed and signed by a Responsible Officer of the Borrower.
Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal
amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in
Sections 2.03(c) and 2.04(c), each Borrowing of or



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conversion to Base Rate Loans
(other than Swing Line Loans as to which this Section 2.02 shall not apply) shall be in a
principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing
Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term
Borrowing or a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans
from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of
the Borrowing, conversion or continuation, as the case may
be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed,
converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be
converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the
Borrower fails to specify a Type of Loan in a Borrowing Notice or fails to give a timely notice
requesting a conversion or continuation, then the applicable Loans shall be made as, or converted
to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the
last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate
Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate
Loans in any such Borrowing Notice, but fails to specify an Interest Period, it will be deemed to
have specified an Interest Period of one (1) month.




     (b) Following receipt of a Borrowing Notice, the Administrative Agent shall promptly notify
each applicable Lender of the amount of its share of the applicable Borrowing, and if no timely
notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall
notify each Lender of the details of any automatic conversion to Base Rate Loans or continuations
as Eurodollar Rate Loans described in the preceding subsection. Each Lender shall make the amount
of its Loan available to the Administrative Agent in immediately available funds at the
Administrative Agent’s Office not later than (x) 1:00 p.m. on the Business Day specified in the
applicable Borrowing Notice in the case of a Borrowing of Eurodollar Rate Loans or (y) 2:00 p.m. on
the Business Day specified in the applicable Borrowing Notice in the case of a Borrowing of Base
Rate Loans. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and,
if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent
shall make all funds so received available to the Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the Borrower on the books of the
Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each
case in accordance with instructions provided to (and reasonably acceptable to) the Administrative
Agent by the Borrower; provided, however, that if, on the date the Borrowing Notice
with respect to such Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then
the proceeds of such Borrowing, first, shall be applied to the payment in full of any such
L/C Borrowings, and second, shall be made available to the Borrower as provided above.



     (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted
only on the last day of an Interest Period for such Eurodollar Rate Loan unless the Borrower pays
the amount due, if any, under Section 3.05 in connection therewith. During the existence
of an Event of Default, the Administrative Agent or the Required Lenders may require that no Loans
may be requested as, converted to or continued as Eurodollar Rate Loans.



     (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the
interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination



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of
such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent
shall notify the Borrower and the Lenders of any change in Deutsche Bank’s prime rate used in
determining the Base Rate promptly following the public announcement of such change.




     (e) After giving effect to all Borrowings, all conversions of Loans from one Type to the
other, and all continuations of Loans as the same Type, there shall not be more than fifteen
Interest Periods in effect with respect to all Eurodollar Rate Loans.



     (f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall
not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of
such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the
Loan to be made by such other Lender on the date of any Borrowing.



     Section 2.03 Letters of Credit.



     (a) The Letter of Credit Commitment.



     (i) On the Closing Date, each Existing L/C will be deemed to be a Letter of Credit issued
under this Agreement.



     (ii) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in
reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time
to time on any Business Day during the period from the Closing Date until the Letter of Credit
Expiration Date, to issue Letters of Credit upon the request of the Borrower for the account of the
Borrower or any Restricted Subsidiary (or, an Unrestricted Subsidiary or an MLP in respect of
general administrative obligations and other corporate activities in the ordinary course of
business, including benefits or insurance obligations), and to amend or extend Letters of Credit
previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under
the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit
issued for the account of such Person and any drawings thereunder; provided that after
taking such Letter of Credit into account, the Revolving Credit Exposure of each Lender shall not
exceed such Lender’s Revolving Credit Commitment. Each request by the Borrower for the issuance or
amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C
Credit Extension so requested complies with the conditions set forth in the proviso to the
preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof,
the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the
Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit
that have expired or that have been drawn upon and reimbursed.



     (iii) No L/C Issuer shall issue any Letter of Credit, if:




     (A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter
of Credit would occur more than twelve months after the date of issuance or last extension,
unless the Required Lenders have approved such expiry date; or



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     (B) the expiry date of such requested Letter of Credit would occur after the Letter of
Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiry
date.



     (iv) No L/C Issuer shall be under any obligation to issue any Letter of Credit if:




     (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by
its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit,
or any Law applicable to such L/C Issuer or any request or directive (whether or not having
the force of law) from any Governmental Authority with jurisdiction over
such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the
issuance of letters of credit generally or such Letter of Credit in particular or shall
impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve
or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder)
not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed
loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer
in good faith deems material to it;




     (B) the issuance of such Letter of Credit would violate any Laws or one or more
policies of such L/C Issuer applicable to letters of credit generally;




     (C) except as otherwise agreed by the Administrative Agent and the applicable L/C
Issuer, such Letter of Credit is in an initial stated amount less than $100,000.




     (D) such Letter of Credit is to be denominated in a currency other than Dollars;




     (E) such Letter of Credit contains any provisions for automatic reinstatement of the
stated amount after any drawing thereunder;




     (F) a default of any Lender’s obligations to fund under Section 2.03(c) exists
or any Revolving Credit Lender is at such time an Impacted Lender, unless each applicable
L/C Issuer has received (as set forth in clause (a)(viii) below) Cash Collateral or
similar security satisfactory to such L/C Issuer (in its sole discretion) from either the
Borrower or such Impacted Lender or such Impacted Lender’s Pro Rata Share of the L/C
Obligations has been reallocated pursuant to clause (a)(viii) below in respect of
such Impacted Lender’s obligation to fund under Section 2.03(c);




     (G) (1) in the case of Deutsche Bank, the aggregate amount of the L/C Obligations
outstanding at such time with respect to Letters of Credit issued by Deutsche Bank would
exceed $60,000,000 (or such greater amount with the consent of Deutsche Bank in its sole
discretion), or (2) in the case of Credit Suisse AG, subject to Section 6.18, the
aggregate amount of the L/C Obligations (including, for the avoidance of doubt, L/C
Obligations under any Existing L/Cs) outstanding at such time with respect to Letters of
Credit issued by Credit Suisse AG would exceed, $40,000,000 (or such greater amount with the
consent of Credit Suisse AG in its sole discretion).



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     (v) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted
at such time to issue such Letter of Credit in its amended form under the terms hereof.



     (vi) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C
Issuer would have no obligation at such time to issue such Letter of Credit in its amended form
under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the
proposed amendment to such Letter of Credit.



     (vii) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit
issued by it and the documents associated therewith, and such L/C Issuer shall have all of
the benefits and immunities (A) provided to the Administrative Agent in Article IX
with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters
of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such
Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX
included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided
herein with respect to such L/C Issuer.



     (viii) In the case where any Revolving Credit Lender is at any time an Impacted Lender, the
Borrower and such Impacted Lender each agree, within one Business Day following notice by the
Administrative Agent, to cause to be deposited with the Administrative Agent for the benefit of
each applicable L/C Issuer, Cash Collateral in the full amount of such Impacted Lender’s Pro Rata
Share of the outstanding L/C Obligations; provided that, at the Borrower’s option, the Borrower
may, by notice to the Administrative Agent, elect to reallocate all or any part of the Impacted
Lender’s Pro Rata Share of the L/C Obligations among all Revolving Credit Lenders that are not
Impacted Lenders but only to the extent (x) the total Revolving Credit Exposure of all Revolving
Credit Lenders that are not Impacted Lenders plus such Impacted Lender’s Pro Rata Share of
the L/C Obligations and any Swing Line Loans, in each case, except to the extent Cash
Collateralized, does not exceed the Aggregate Commitments (excluding the Revolving Credit
Commitment of any Impacted Lender except to the extent of any outstanding Revolving Credit Loans of
such Impacted Lender) and (y) the conditions set forth in Section 4.02 are satisfied at
such time (in which case (i) the Revolving Credit Commitments of all Impacted Lenders shall be
deemed to be zero (except to the extent Cash Collateral has been posted in respect of any portion
of such Impacted Lender’s L/C Obligations or participations in Swing Line Loans) solely for
purposes of any determination of the Revolving Credit Lenders’ respective Pro Rata Shares of L/C
Obligations (including for purposes of all fee calculations hereunder). The Borrower and/or such
Impacted Lender hereby grant to the Administrative Agent, for the benefit of such L/C Issuer, a
security interest in any Cash Collateral and all proceeds of the foregoing with respect to such
Impacted Lender’s participations in Letters of Credit deposited hereunder. Such Cash Collateral
shall be maintained in blocked deposit accounts at Deutsche Bank and may be invested in cash
equivalents reasonably acceptable to the Administrative Agent and the Borrower. If at any time the
Administrative Agent determines that any funds held as Cash Collateral under this clause
(a)(viii) are subject to any right or claim of any Person other than the Administrative Agent
for the benefit of such L/C Issuer or that the total amount of such funds is less than such
Impacted Lender’s Pro Rata Share of all L/C Obligations that has not been reallocated as provided
above, the Borrower and/or such Impacted Lender will, promptly upon demand by the Administrative
Agent, pay to the Administrative Agent, as additional funds to be deposited as



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Cash Collateral, an
amount equal to the excess of (I) such Impacted Lender’s Pro Rata Share of all L/C Obligations that
have not been so reallocated over (II) the total amount of funds, if any, then held as Cash
Collateral in respect thereof under this clause (a)(viii) that the Administrative Agent
determines to be free and clear of any such right and claim. Upon the drawing of any Letter of
Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the
extent permitted under applicable Laws, to reimburse such L/C Issuer. If the Lender that triggers
the Cash Collateral requirement under this clause (a)(viii) ceases to be an Impacted Lender
(as determined by the Administrative Agent and the Borrower in good faith), or if there are no L/C
Obligations outstanding, any funds held as Cash Collateral pursuant to the foregoing provisions
shall thereafter be returned to the Borrower or the Impacted Lender, whichever provided the
funds for the Cash Collateral, and the Pro Rata Share of the L/C Obligations of each Revolving
Credit Lender shall thereafter take into account such Revolving Credit Lender’s Revolving Credit
Commitment.




     (b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of
Credit.



     (i) Each Letter of Credit shall be issued or amended, as the case may be, upon submission by
the Borrower upon request for an issuance of a Letter of Credit (a “Letter of Credit
Request”), delivered to the applicable L/C Issuer (with a copy to the Administrative Agent)
substantially in the form of Exhibit O hereto (or, with respect to the issuance or
amendment of any Letter of Credit, such other form as such L/C Issuer may reasonably request),
appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit
Request must be received by the applicable L/C Issuer and the Administrative Agent not later than
12:00 noon at least three Business Days (or such later date and time as the Administrative Agent
and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the
proposed issuance date or date of amendment, as the case may be. In the case of a request for an
initial issuance of a Letter of Credit, such Letter of Credit Request shall specify in form and
detail reasonably satisfactory to the applicable L/C Issuer: (A) the proposed issuance date of the
requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry
date thereof; (D) the name and address of the beneficiary thereof; and (E) such other matters as
such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter
of Credit, such Letter of Credit Request shall specify in form and detail satisfactory to such L/C
Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which
shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as
such L/C Issuer may require. Additionally, the Borrower shall furnish to the applicable L/C Issuer
and the Administrative Agent such other documents and information pertaining to such requested
Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the
Administrative Agent may require.



     (ii) Promptly after receipt of any Letter of Credit Request, the applicable L/C Issuer will
confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent
has received a copy of such Letter of Credit Request from the Borrower and, if not, such L/C Issuer
will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has
received written notice from any Lender, the Administrative Agent or any Loan Party, at least one
Business Day prior to the requested date of issuance or amendment of the applicable




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Letter of Credit, that one or more applicable conditions contained in Article IV shall
not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on
the requested date, issue a Letter of Credit or enter into the applicable amendment, as the case
may be, in each case in accordance with such L/C Issuer’s usual and customary business practices.
Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer a
risk participation in such Letter of Credit in an amount equal to such Lender’s Pro Rata Share of
the amount of such Letter of Credit.




     (iii) If the Borrower so requests in any applicable Letter of Credit Request, such L/C Issuer
may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic
extension provisions (each, an “Auto-Extension Letter of Credit”); provided that
any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension
at least once in each twelve-month period (commencing with the date of issuance of such Letter of
Credit) by giving prior notice to the beneficiary thereof not later than a day (the
“Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time
such Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the
Borrower shall not be required to make a specific request to such L/C Issuer for any such
extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to
have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of
Credit at any time to an expiry date not later than the Letter of Credit Expiration Date;
provided, however, that such L/C Issuer shall not permit any such extension if (A)
such L/C Issuer has determined that it would not be permitted at such time to issue such Letter of
Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of
clause (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which
may be by telephone or in writing) on or before the day that is five Business Days before the
Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected
not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that
one or more of the applicable conditions specified in Section 4.02 is not then satisfied,
and in each such case directing such L/C Issuer not to permit such extension; provided,
further, that such L/C Issuer shall be under no obligations to permit any such extension if
such L/C Issuer has determined that it would be under no obligation at such time to permit the
issuance of such Letter of Credit in its revised form (as extended) pursuant to the terms hereof
(by reason of the provisions of clause (iv) of Section 2.03(a) or otherwise).



     (iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of
Credit to an advising bank with respect thereto or to the beneficiary thereof, such L/C Issuer will
also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter
of Credit or amendment.



     (c) Drawings and Reimbursements; Funding of Participations.



     (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under
such Letter of Credit, such L/C Issuer shall notify the Borrower and the Administrative Agent
thereof. Not later than 12:00 noon on the date of any payment by such L/C Issuer under a Letter of
Credit (each such date, an “Honor Date”), the Borrower shall reimburse such L/C Issuer



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in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse such
L/C Issuer by such time, upon receipt from such L/C Issuer of notice of such failure, the
Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the
amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such
Lender’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a
Borrowing of Revolving Credit Loans that are Base Rate Loans to be disbursed on the Honor Date in
an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified
in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of
the unutilized portion of the Aggregate Commitments and the conditions set forth in Section
4.02 (other than the delivery of a Borrowing Notice). Any notice given by such L/C Issuer or
the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if
immediately confirmed in writing; provided that the lack of such an immediate confirmation
shall not affect the conclusiveness or binding effect of such notice.




     (ii) Each Revolving Credit Lender shall upon any notice pursuant to Section 2.03(c)(i)
make funds available to the Administrative Agent for the account of such L/C Issuer at the
Administrative Agent’s Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount
not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent,
whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Credit Lender
that so makes funds available shall be deemed to have made a Revolving Credit Loan that is a Base
Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so
received to such L/C Issuer.



     (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of
Revolving Credit Loans because the conditions set forth in Section 4.02 cannot be satisfied
or for any other reason, the Borrower shall be deemed to have incurred from such L/C Issuer an L/C
Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing
shall be due and payable on demand (together with interest) and shall bear interest at the Default
Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the
account of such L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in
respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such
Lender in satisfaction of its participation obligation under this Section 2.03.



     (iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance
pursuant to this Section 2.03(c) to reimburse such L/C Issuer for any amount drawn under
any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be
solely for the account of such L/C Issuer.



     (v) Each Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse such
L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section
2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may
have against such L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the
occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or
not similar to any of the foregoing; provided, however, that each Lender’s
obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) (but not L/C



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Advances) is subject to the conditions set forth in Section 4.02 (other than delivery by
the Borrower of a Revolving Credit Loan Notice). No such making of an L/C Advance shall relieve or
otherwise impair the obligation of the Borrower to reimburse such L/C Issuer for the amount of any payment made
by such L/C Issuer under any Letter of Credit, together with interest as provided herein.




     (vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for
the account of such L/C Issuer any amount required to be paid by such Lender pursuant to the
foregoing provisions of this Section 2.03(c) by the time specified in Section
2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Lender (acting through the
Administrative Agent), on demand, such amount with interest thereon for the period from the date
such payment is required to the date on which such payment is immediately available to such L/C
Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by
such L/C Issuer in accordance with banking industry rules on interbank compensation, plus any
administrative, processing or similar fees customarily charged by such L/C Issuer in connection
with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the
amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant
Revolving Credit Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may
be. A certificate of such L/C Issuer submitted to any Revolving Credit Lender (through the
Administrative Agent) with respect to any amounts owing under this clause (vi) shall be
conclusive absent manifest error.



     (d) Repayment of Participations.



     (i) At any time after the applicable L/C Issuer has made a payment under any Letter of Credit
and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such
payment in accordance with Section 2.03(c), if the Administrative Agent receives for the
account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest
thereon (whether directly from the Borrower or otherwise, including proceeds of cash collateral
applied thereto by the Administrative Agent), the Administrative Agent will distribute to such
Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to
reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same
funds as those received by the Administrative Agent.



     (ii) If any payment received by the Administrative Agent for the account of such L/C Issuer
pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances
described in Section 10.05 (including pursuant to any settlement entered into by such L/C
Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for
the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent,
plus interest thereon from the date of such demand to the date such amount is returned by such
Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The
obligations of the Revolving Credit Lenders under this clause shall survive the payment in full of
the Obligations and the termination of this Agreement.



     (e) Obligations Absolute. The obligation of the Borrower to reimburse each L/C Issuer
for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be



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absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement regardless of any circumstances, including any of the following:





     (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or
any other Loan Document;




     (ii) the existence of any claim, counterclaim, setoff, defense or other right that the
Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of
such Letter of Credit (or any Person for whom any such beneficiary or any such transferee
may be acting), such L/C Issuer or any other Person, whether in connection with this
Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement
or instrument relating thereto, or any unrelated transaction;




     (iii) any draft, demand, certificate or other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect; or any loss or delay in the
transmission or otherwise of any document required in order to make a drawing under such
Letter of Credit;




     (iv) any payment by any L/C Issuer under such Letter of Credit against presentation of
a draft or certificate that does not strictly comply with the terms of such Letter of
Credit; or any payment made by such L/C Issuer under such Letter of Credit to any Person
purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
creditors, liquidator, receiver or other representative of or successor to any beneficiary
or any transferee of such Letter of Credit, including any arising in connection with any
proceeding under any Debtor Relief Law; or




     (v) any other circumstance or happening whatsoever, whether or not similar to any of
the foregoing, including any other circumstance that might otherwise constitute a defense
available to, or a discharge of, the Borrower or any Subsidiary.



     The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto
that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s
instructions or other irregularity, the Borrower will immediately notify the applicable L/C Issuer.
The Borrower shall be conclusively deemed to have waived any such claim against such L/C Issuer
and its correspondents unless such notice is given as aforesaid.



     (f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any
drawing under a Letter of Credit, no L/C Issuer shall have any responsibility to obtain any
document (other than any sight draft, certificates and documents expressly required by the Letter
of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document. None of any L/C Issuer, the
Administrative Agent, any of their respective Related Parties nor any correspondent, participant or
assignee of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in
connection herewith at the request or with the approval of the Lenders or the Required Lenders, as
applicable; (ii) any action taken or omitted in the absence of gross negligence or willful
misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document
or



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instrument related to any Letter of Credit or Issuer Document. The Borrower and each Loan Party
hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to
its use of any Letter of Credit; provided, however, that this assumption is not
intended to, and shall not, preclude the Borrower or a Loan Party, as the case may be, from pursuing such
rights and remedies as it may have against the beneficiary or transferee at law or under any other
agreement. None of any L/C Issuer, the Administrative Agent, any of their respective Related
Parties nor any correspondent, participant or assignee of such L/C Issuer shall be liable or
responsible for any of the matters described in clauses (i) through (v) of
Section 2.03(e); provided, however, that anything in such clauses to the
contrary notwithstanding, the Borrower or a Loan Party, as the case may be, may have a claim
against such L/C Issuer, and such L/C Issuer may be liable to the Borrower or a Loan Party, as the
case may be, to the extent, but only to the extent, of any direct, as opposed to consequential or
exemplary, damages suffered by the Borrower or such Loan Party, as the case may be, which the
Borrower or such Loan Party proves were caused by such L/C Issuer’s willful misconduct or gross
negligence as determined in a final and non-appealable judgment of a court of competent
jurisdiction or such L/C Issuer’s willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with
the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the
foregoing, such L/C Issuer may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or information to the contrary,
and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or
ineffective for any reason. Each L/C Issuer shall deliver to the Borrower copies of any documents
purporting to assign or transfer a Letter of Credit issued by such L/C Issuer. The failure of any
L/C Issuer to deliver such documents will not relieve the Borrower of its obligations hereunder or
under the other Loan Documents.




     (g) Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C
Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing
has resulted in an L/C Borrowing and the conditions set forth in Section 4.01 to a
Borrowing of Revolving Credit Loans cannot then be met, or (ii) if, as of the Letter of Credit
Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each
case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations.
Sections 2.05 and 8.02(c) set forth certain additional requirements to deliver Cash
Collateral hereunder. For purposes of this Section 2.03, Section 2.05 and
Section 8.02(c), “Cash Collateralize” means to pledge and deposit with or deliver
to the Administrative Agent, for the benefit of the applicable L/C Issuer and the Lenders, as
collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in
form and substance satisfactory to the Administrative Agent and such L/C Issuer (which documents
are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings.
The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the
Lenders, a security interest in all such cash, deposit accounts and all balances therein and all
proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing
deposit accounts at Deutsche Bank and may be invested in cash equivalents. If at any time during
which Cash Collateral is required to be maintained in respect of L/C Obligations, the
Administrative Agent determines that any funds held as Cash Collateral are subject to any right or
claim of any Person other than the Administrative



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Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith
upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be
deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of
funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and
clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on
deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable
Laws, to reimburse such L/C Issuer. To the extent that the amount of any Cash Collateral exceeds
the then Outstanding Amount of L/C Obligations and so long as no Event of Default has occurred and
is continuing, the excess shall be refunded to the Borrower.




     (h) Applicability of ISP and UCP. Unless otherwise expressly agreed by the applicable
L/C Issuer and the Borrower, when a Letter of Credit is issued, (i) the Borrower may specify that
either the rules of the ISP or the rules of the Uniform Customs and Practice for Documentary
Credits (“UCP”), as most recently published by the International Chamber of Commerce at the
time of issuance, apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply
to each commercial Letter of Credit.



     (i) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the
account of each Revolving Credit Lender in accordance with its Pro Rata Share a Letter of Credit
fee (the “Letter of Credit Fee”) for each Letter of Credit issued pursuant to this
Agreement equal to the Applicable Rate with respect to Eurodollar Rate Loans times the daily amount
then available to be drawn under such Letter of Credit (whether or not such amount is then in
effect under such Letter of Credit if such amount increases periodically pursuant to the terms of
such Letter of Credit) on a quarterly basis in arrears; provided that (x) if any portion of
an Impacted Lender’s Pro Rata Share of any Letter of Credit is Cash Collateralized by the Borrower
or reallocated to the other Revolving Credit Lenders pursuant to Section 2.03(a)(viii),
then the Borrower shall not be required to pay a Letter of Credit Fee with respect to such portion
of such Impacted Lender’s Pro Rata Share so long as it is Cash Collateralized by the Borrower or
reallocated to the other Revolving Credit Lenders and (y) if any portion of an Impacted Lender’s
Pro Rata Share is not Cash Collateralized or reallocated pursuant to Section 2.03(a)(iv),
then the Letter of Credit Fee with respect to such Impacted Lender’s Pro Rata Share shall be
payable to the applicable L/C Issuer until such Pro Rata Share is Cash Collateralized or such
Lender ceases to be an Impacted Lender. For purposes of computing the daily amount available to be
drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in
accordance with Section 1.06. Letter of Credit Fees shall be (i) computed on a quarterly
basis in arrears and (ii) due and payable on the tenth Business Day after the end of each March,
June, September and December, commencing with the first such date to occur after the issuance of
such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.
Notwithstanding anything to the contrary contained herein, upon the request of Administrative Agent
or the Revolving Lenders with a majority of the Aggregate Commitments (or, if the Aggregate
Commitments have terminated, with a majority of the aggregate Revolving Credit Exposure), while any
Loan Obligation bears interest at the Default Rate pursuant to Section 2.08(b), all Letter
of Credit Fees shall accrue at the Default Rate.



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     (j) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The
Borrower shall pay directly to the applicable L/C Issuer for its own account a fronting fee with
respect to each Letter of Credit issued at the request of the Borrower equal to the greater of (i)
$500 or (ii) one-quarter of one percent (0.25%) per annum, computed on the daily amount available
to be drawn under such Letter of Credit (whether or not such amount is then in effect
under such Letter of Credit) and on a quarterly basis in arrears, and due and payable on the
tenth Business Day after the end of each March, June, September and December, commencing with the
first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit
Expiration Date and thereafter on demand. For purposes of computing the daily amount available to
be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in
accordance with Section 1.06. In addition, the Borrower shall pay directly to the
applicable L/C Issuer for its own account the customary issuance, presentation, amendment and other
processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of
credit as from time to time in effect. Such customary fees and standard costs and charges are due
and payable on demand and are nonrefundable.



     (k) Conflict with Issuer Documents. In the event of any conflict between the terms
hereof and the terms of any Issuer Document, the terms hereof shall control.



     (l) Letters of Credit Issued for Subsidiaries or an MLP. Notwithstanding that a
Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the
account of, a Subsidiary or an MLP, the Borrower shall be obligated to reimburse the applicable L/C
Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower hereby
acknowledges that the issuance of Letters of Credit for the account of any other Person inures to
the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the
businesses of such Person.



     Section 2.04 Swing Line Loans.



     (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing
Line Lender may, in reliance upon the agreements of the other Revolving Credit Lenders set forth in
this Section 2.04, agree in its sole discretion to make loans (each such loan, a “Swing
Line Loan”) to the Borrower from time to time on any Business Day during the Availability
Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line
Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving
Credit Exposure of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s
Revolving Credit Commitment; provided, however, that after giving effect to any
Swing Line Loan, the aggregate Revolving Credit Exposure of any Revolving Credit Lender shall not
exceed such Lender’s Revolving Credit Commitment, and provided, further, that the
Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line
Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the
Borrower may borrow under this Section 2.04, prepay under Section 2.05, and
reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan.
Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to,
and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk



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participation in such Swing Line Loan in an amount equal to such Lender’s Pro Rata Share of such
Swing Line Loan.




     (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s
irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by
telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent
not later than 11:00 a.m. (or such later time as may be agreed by the Swing Line Lender) on the requested borrowing date, and shall specify (i) the amount to be borrowed,
which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a
Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line
Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed
and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line
Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent has also received
such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent
(by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received
notice (by telephone or in writing) from the Administrative Agent (including at the request of any
Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing
Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the
provisos to the first sentence of Section 2.04, or (B) that one or more of the applicable
conditions specified in Article IV is not then satisfied, then, subject to the terms and
conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date
specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the
Borrower at its office by crediting the account of the Borrower on the books of the Swing Line
Lender in immediately available funds.



     (c) Refinancing of Swing Line Loans.



     (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on
behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on
its behalf), that each Revolving Credit Lender make a Revolving Credit Loan that is a Base Rate
Loan in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then
outstanding (or, so long as the Revolving Credit Exposure of each Revolving Credit Lender would not
exceed its Revolving Credit Commitment as a result thereof, such greater amount as is required to
repay all outstanding Swing Line Loans). Such request shall be made in writing (which written
request shall be deemed to be a Borrowing Notice for purposes hereof) and in accordance with the
requirements of Section 2.02, without regard to the minimum and multiples specified therein
for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate
Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall
furnish the Borrower with a copy of the applicable Borrowing Notice promptly after delivering such
notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its
Pro Rata Share of the amount specified in such Borrowing Notice available to the Administrative
Agent in immediately available funds for the account of the Swing Line Lender at the Administrative
Agent’s Office not later than 1:00 p.m. on the day specified in such Borrowing Notice, whereupon,
subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed
to have made a Revolving Credit Loan



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that is a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.




     (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit
Borrowing in accordance with Section 2.04(c)(i), the Borrowing Notice submitted by the
Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that
each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan
and each Revolving Credit Lender’s payment to the Administrative Agent for the account
of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in
respect of such participation.



     (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for
the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the
foregoing provisions of this Section 2.04(c) by the time specified in Section
2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through
the Administrative Agent), on demand, such amount with interest thereon for the period from the
date such payment is required to the date on which such payment is immediately available to the
Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate
determined by the Swing Line Lender in accordance with banking industry rules on interbank
compensation, plus any administrative, processing or similar fees customarily charged by the Swing
Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and
fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan
included in the relevant Borrowing or funded participation in the relevant Swing Line Loan, as the
case may be. A certificate of the Swing Line Lender submitted to any Revolving Credit Lender
(through the Administrative Agent) with respect to any amounts owing under this clause
(iii) shall be conclusive absent manifest error.



     (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase
and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be
absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff,
counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line
Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or
continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar
to any of the foregoing; provided, however, that each Lender’s obligation to make
Revolving Credit Loans (but not to fund its risk participation) pursuant to this Section
2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of
risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing
Line Loans, together with interest as provided herein.



     (d) Repayment of Participations.



     (i) At any time after any Revolving Credit Lender has purchased and funded a risk
participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of
such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Pro Rata Share
thereof (or greater share of the amount funded) in the same funds as those received by the Swing
Line Lender.



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     (ii) If any payment received by the Swing Line Lender in respect of principal or interest on
any Swing Line Loan is required to be returned by the Swing Line Lender under any of the
circumstances described in Section 10.05 (including pursuant to any settlement entered into
by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing
Line Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon
from the date of such demand to the date such amount is returned, at a rate per annum equal to the
Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing
Line Lender. The obligations of the Revolving Credit Lenders under this clause shall survive the payment in full of the Loan Obligations and the termination of this
Agreement.



     (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be
responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Revolving
Credit Lender funds its Revolving Credit Loan or risk participation pursuant to this Section
2.04 to refinance such Revolving Credit Lender’s Pro Rata Share of any Swing Line Loan,
interest in respect of such Pro Rata Share of such Swing Line Loan shall be solely for the account
of the Swing Line Lender.



     (f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of
principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.



     Section 2.05 Prepayments.



     (a) Voluntary Prepayments of Loans.



     (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to
time voluntarily prepay Term Loans or Revolving Credit Loans in whole or in part without premium or
penalty; provided that (i) such notice must be received by the Administrative Agent not
later than (A) 12:00 noon three Business Days prior to any date of prepayment of Eurodollar Rate
Loans and (B) 11:00 a.m. one Business Day prior to the date of prepayment of Base Rate Loans; (ii)
any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole
multiple of $1,000,000 in excess thereof or, if less, the outstanding amount of such Loans; and
(iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole
multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount
thereof then outstanding. Each such notice shall specify the date and amount of such prepayment
and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid,
the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each
applicable Lender of its receipt of each such notice and the amount of such Lender’s share of such
prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and
the payment amount specified in such notice shall be due and payable on the date specified therein.
Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the
amount prepaid, together with any additional amounts required pursuant to Section 3.05.
Each such prepayment shall be applied to prepay the Loans of the applicable Class of the Lenders on
a pro rata basis in accordance with the respective amounts of such Class of Loans held by each
Lender.



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     (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative
Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part
without premium or penalty; provided that (i) such notice must be received by the Swing
Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment,
and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or, if less, the
entire principal amount of Swing Line Loans then outstanding. Each such notice shall specify the
date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall
make such prepayment and the payment amount specified in such notice shall be due and payable on
the date specified therein.



     (iii) Notwithstanding anything to the contrary contained in this Agreement (but subject to
Section 3.05), the Borrower may rescind any notice of prepayment under Section
2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of
all outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed.



     (iv) Voluntary prepayments of Term Loans shall be applied to the remaining scheduled
installments of principal thereof pursuant to Section 2.07(c) in a manner determined at the
discretion of the Borrower and specified in the notice of prepayment.



     (b) Mandatory Prepayments.



     (i) Within five (5) Business Days after financial statements have been delivered pursuant to
Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to
Section 6.02(a), the Borrower shall cause prepayments to be made (in compliance with
Section 2.05(b)(vi) below) in an amount equal to the excess, if any, of (A) 50% (or 25% if
the Consolidated Leverage Ratio as of the last day of the fiscal year covered by such financial
statements was less than or equal to 3.00:1) of Excess Cash Flow, if any, for the fiscal year
covered by such financial statements (commencing with the fiscal year ended December 31, 2010)
minus (B) the sum of (1) all voluntary prepayments of Term Loans pursuant to Section
2.05(a) during such fiscal year and (2) all voluntary prepayments of Revolving Credit Loans
during such fiscal year to the extent the Revolving Credit Commitments were permanently reduced in
connection with any such payment; provided that no prepayment shall be required under this
Section 2.05(b)(i) if the Consolidated Leverage Ratio as of the last day of the fiscal year
covered by such financial statements was less than or equal to 2.50:1.



     (ii) If the Borrower or any Restricted Subsidiary receives any Net Cash Proceeds in excess of
$10,000,000 in respect of any Asset Disposition Event (or series of related Asset Disposition
Events), then on or prior to the date which is ten (10) Business Days after the date of the receipt
of such Net Cash Proceeds the Borrower shall cause prepayment to be made (in compliance with
Section 2.05(b)(vi) below) in an amount equal to 100% of all such Net Cash Proceeds
received provided that, such percentage shall be reduced to (A) 75% in the case of any Asset
Disposition Event described in clause (a) or (b) of the definition thereof if the
Consolidated Leverage Ratio as of the last day of the most recently ended Test Period for which
financial statements have been delivered pursuant to Section 6.01(a) or (b), as
applicable, prior to such Asset Disposition Event was less than or equal
to 4.25:1 determined on a Pro Forma Basis as of the last day of the most recently Test Period for which a Compliance
Certificate has been delivered, or (B) 50% if the Consolidated Leverage Ratio as of such day was
less than or equal



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 to 2.75:1 determined on a Pro Forma Basis as of the last day of the most
recently completed Test Period for which a Compliance Certificate has been delivered prior to such
Asset Disposition Event); provided further, that, with respect to any such Net Cash
Proceeds received with respect to any such Asset Disposition Event, at the option of the Borrower,
the Borrower may apply all or any portion of such Net Cash Proceeds to make a Permitted
Reinvestment within (x) twelve (12) months following receipt of such Net Cash Proceeds or (y) if
the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within
twelve (12) months following receipt thereof, within one hundred eighty (180) days of the date of
such legally binding commitment.




     (iii) If the Borrower or any Restricted Subsidiary receives any Net Cash Proceeds in respect
of the incurrence or issuance of Additional Debt, then on or prior to the date which is five (5)
Business Days after the receipt of such Net Cash Proceeds the Borrower shall cause prepayments of
Term Loans and/or prepayments and/or reductions in the Revolving Credit Commitments to be made in
an amount equal to 100% of all Net Cash Proceeds received therefrom.



     (iv) Each prepayment under Section 2.05(b)(i) or (iii) shall be applied (1)
first, to prepay the outstanding principal amount of any Term Loans, in direct order of maturity to
repayments thereof required pursuant to Section 2.07(a), and (2) second, to repay any
outstanding Revolving Credit Loans (but without a reduction of the Revolving Credit Commitments),
and (B) Each prepayment under Section 2.05(b)(ii) shall be applied (1) first, to prepay the
outstanding principal amount of any Term Loans, in direct order of maturity to repayments thereof
required pursuant to Section 2.07(a) until the aggregate outstanding amount of Term Loans
has been reduced to 50% of the amount of Term Loans borrowed on the Closing Date, (2) second, pro
rata (based on the outstanding amount of the Term Loans at such time and the aggregate amount of
the Revolving Credit Commitments at such time) to prepay the outstanding principal amount of any
Term Loans, in direct order of maturity to repayments thereof required pursuant to Section
2.07(a) and to a reduction in the Revolving Credit Commitments (with no actual paydown of the
outstanding Revolving Credit or Swing Line Loans required unless the aggregate Revolving Credit
Exposure would exceed the then effective Aggregate Commitment) until such time as the Aggregate
Commitments have been reduced to $75,000,000, (3) third, to prepay the outstanding principal amount
of any Term Loans, in direct order of maturity to repayments thereof required pursuant to
Section 2.07(a) and (4) fourth to any outstanding Revolving Credit Loans (but without a
reduction of the Revolving Credit Commitments);



     (v) Notwithstanding any of the other provisions of this Section 2.05(b), so long as no
Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans
is required to be made under this Section 2.05(b), other than on the last day of the
Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such
prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last
day of such Interest Period, at which time the Administrative Agent shall be authorized (without
any further action by or notice to or from the Borrower or any other Loan Party) to apply such
amount to the prepayment of such Loans in accordance with this Section 2.05(b). Upon the
occurrence and during the continuance of any Event of Default, the Administrative Agent shall also
be authorized (without any further action by or notice to or from the Borrower or any other Loan



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Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this
Section 2.05(b).




     (vi) In the case of any prepayment of Term Loans made pursuant to this Section
2.05(b), any Lender that has Term Loans may elect not to have such Loans prepaid by delivering
a notice to the Administrative Agent at least one Business Day prior to the date that such
prepayment is to be made in which notice such Lender shall decline to have such Loans prepaid with
the amounts set forth above, in which case the amounts that would have been applied to a prepayment
of such Lender’s Term Loans shall instead being returned by the Administrative Agent to the
Borrower.



     (c) Open Market Repurchases.



     (i) Notwithstanding anything to the contrary in Section 2.05(a), 2.12(a) or
2.13 (which provisions shall not be applicable to this Section 2.05(c)), the
Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders
on a non pro rata basis (each, an “Open Market Repurchase”) pursuant to the procedures
described in this Section 2.05(c); provided that (A) immediately after giving
effect to any Open Market Repurchase, the sum of (x) the excess of the aggregate Revolving Credit
Commitments at such time less the aggregate Revolving Credit Exposure (excluding L/C Obligations)
plus (y) the amount of unrestricted cash and cash equivalents of the Borrower and its Restricted
Subsidiaries shall be not less than the aggregate Revolving Credit Commitments of all Revolving
Credit Lenders at such time, (B) any Open Market Repurchase shall be offered to all Lenders with
Term Loans on a pro rata basis, and (C) the Borrower shall deliver to the Administrative Agent a
certificate stating that (1) no Default or Event of Default has occurred and is continuing or would
result from the Open Market Repurchase (after giving effect to any related waivers or amendments
obtained in connection with such Open Market Repurchase) and (2) each of the conditions to such
Open Market Repurchase contained in this Section 2.05(c) has been satisfied.



     (ii) To the extent the Borrower seeks to make a Open Market Repurchase, the Borrower will
provide written notice to the Administrative Agent substantially in the form of Exhibit J
hereto (an “OMR Notice”) that the Borrower desires to prepay Term Loans in an aggregate
principal amount specified therein (a “Proposed OMR Amount”), at a discount to the par
value of such Term Loans as specified below, if any. The Proposed OMR Amount of Term Loans shall
not be less than $5,000,000. The OMR Notice shall further specify with respect to the proposed
Open Market Repurchase: (A) the Proposed OMR Amount of Term Loans, (B) a discount range (which may
be a single percentage) selected by the Borrower with respect to such proposed Open Market
Repurchase (representing the percentage of par of the principal amount of Term Loans to be prepaid)
(the “Discount Range”), if any, (C) the date by which Lenders are required to indicate
their election to participate in such proposed Open Market Repurchase which shall be at least five
Business Days following the date of the OMR Notice (the “Acceptance Date”) and (D) whether
such proposed Open Market Repurchase is being made with cash or in exchange for MLP Units or both;
provided that if MLP Units are to be offered, (i) the Borrower shall furnish to the
Administrative Agent an opinion of counsel in form reasonably satisfactory to the Administrative
Agent to the effect that the offering of such MLP Units does not violate the registration
requirements under the Securities Act of 1933, as amended, and (ii) each Lender that




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has certified to the Administrative Agent that it is restricted by its investment guidelines
or applicable law (or tax considerations) from receiving such MLP Units will have the option to
receive cash in an amount equal to the market value of such MLP Units (as determined by the
Administrative Agent) in lieu of such MLP Units in such Open Market Repurchase.




     (iii) Upon receipt of an OMR Notice in accordance with Section 2.05(c)(ii), the
Administrative Agent shall promptly notify each Term Lender thereof. On or prior to the Acceptance
Date, each such Lender may specify by written notice substantially in the form of Exhibit K
hereto (each, a “Lender Participation Notice”) to the Administrative Agent (A) if the
Borrower has specified a Discount Range, a minimum price (the “Acceptable Price”) within
the Discount Range (for example, 80% of the par value of the Loans to be prepaid) and (B) a maximum
principal amount (subject to rounding requirements specified by the Administrative Agent) of Term
Loans with respect to which such Lender is willing to permit a Open Market Repurchase at the
Acceptable Price (“Offered Loans”). Based on the Acceptable Prices and principal amounts
of Term Loans specified by the Lenders in the applicable Lender Participation Notice, the
Administrative Agent, in consultation with the Borrower, shall determine the applicable discount
for Term Loans (the “Applicable Discount”), which Applicable Discount shall be (A) the
percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to
Section 2.05(c)(ii) for the Open Market Repurchase or (B) otherwise, the lowest Acceptable
Price at which the Borrower can pay the Proposed OMR Amount in full (determined by adding the
principal amounts of Offered Loans commencing with the Offered Loans with the lowest Acceptable
Price); provided, however, that in the event that such Proposed OMR Amount cannot
be repaid in full at any Acceptable Price, the Applicable Discount shall be the highest Acceptable
Price specified by the Lenders that is within the Discount Range. The Applicable Discount shall be
applicable for all Lenders who have offered to participate in the Open Market Repurchase and have
Qualifying Loans (as defined below). Any Lender with outstanding Term Loans whose Lender
Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be
deemed to have declined to accept a Open Market Repurchase of any of its Term Loans at any discount
to their par value within the Applicable Discount.



     (iv) The Borrower shall make a Open Market Repurchase by prepaying those Term Loans (or the
respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an
Acceptable Price that is equal to or lower than the Applicable Discount (“Qualifying
Loans”) at the Applicable Discount (whether with cash or in exchange for MLP Units or both, as
specified pursuant to the applicable OMR Notice); provided that if the aggregate amount
required to prepay all Qualifying Loans (disregarding any interest payable at such time) would
exceed the amount of aggregate proceeds required to prepay the Proposed OMR Amount, such amounts in
each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying
Loans ratably among the Qualifying Lenders based on their respective principal amounts of such
Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the
aggregate amount required to prepay all Qualifying Loans (disregarding any interest payable at such
time) would be less than or equal to the amount of aggregate proceeds required to prepay the
Proposed OMR Amount, such amounts in each case calculated by applying the Applicable Discount, the
Borrower shall prepay all Qualifying Loans (whether with cash or in exchange for MLP Units, as
specified pursuant to the applicable OMR Notice).



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     (v) Each Open Market Repurchase shall be made within four Business Days of the Acceptance Date
(or such other date as the Administrative Agent shall reasonably agree, given the time required to
calculate the Applicable Discount and determine the amount and holders of Qualifying Loans),
without premium or penalty (but subject to Section 3.05), upon irrevocable notice
substantially in the form of Exhibit L hereto (each an “Open Market Repurchase
Notice”), delivered to the Administrative Agent no later than 11:00 a.m., (New York City time),
three Business Days prior to the date of such Open Market Repurchase, which notice shall specify
the date and amount of the Open Market Repurchase and the Applicable Discount determined by the
Administrative Agent. Upon receipt of any Open Market Repurchase Notice the Administrative Agent
shall promptly notify each relevant Lender thereof. If any Open Market Repurchase Notice is given,
the amount specified in such notice shall be due and payable to the applicable Lenders, subject to
the Applicable Discount on the applicable Loans, on the date specified therein together with
accrued interest (on the par principal amount) to but not including such date on the amount
prepaid.



     (vi) To the extent not expressly provided for herein, each Open Market Repurchase shall be
consummated pursuant to reasonable procedures (including as to timing, rounding and calculation of
Applicable Discount in accordance with Section 2.05(c)(iii) above, and delivery of MLP
Units, as applicable) established by the Administrative Agent in consultation with the Borrower.



     (vii) Prior to the delivery of a Open Market Repurchase Notice, upon written notice to the
Administrative Agent, the Borrower may withdraw its offer to make a Open Market Repurchase pursuant
to any OMR Notice.



     (d) Each prepayment of the Loans under Section 2.05(a) or Section 2.05(b)
shall be accompanied by all interest then accrued and unpaid on the principal so prepaid, together
with any additional amounts required pursuant to Section 3.05. Any principal or interest
prepaid pursuant to this Section shall be in addition to, and not in lieu of, all payments
otherwise required to be paid under the Loan Documents at the time of such prepayment. Each such
prepayment shall be applied to the Loans or Swing Line Loans, as applicable, of the applicable
Class of the Lenders on a pro rata basis.



     Section 2.06 Termination or Reduction of Commitments. The Borrower may, upon notice to the
Administrative Agent, terminate the Revolving Credit Commitments, or from time to time permanently
reduce the Revolving Credit Commitments; provided that (i) any such notice shall be
received by the Administrative Agent not later than 12:00 noon five Business Days prior to the date
of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of
$5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not
terminate or reduce the Revolving Credit Commitments if, after giving effect thereto and to any
concurrent prepayments hereunder, the aggregate Revolving Credit Exposure would exceed the
Aggregate Commitments. The Administrative Agent will promptly notify the Revolving Credit Lenders
of any such notice of termination or reduction of the Revolving Credit Commitments. Any reduction
of the Aggregate Commitments shall be applied to the Revolving Credit Commitment of each Revolving
Credit Lender according to its Pro Rata Share. All fees accrued until the effective date of any
termination of the Aggregate Commitments shall be paid



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on the effective date of such termination. Notwithstanding anything herein to the contrary,
the Borrower may rescind any notice of termination of Revolving Credit Commitments under this
Section 2.06 not later than 1:00 p.m. on the Business Day before such termination was
scheduled to take place if such termination would have resulted from a refinancing of the Aggregate
Commitments, which refinancing shall not be consummated or shall otherwise be delayed.




     Section 2.07 Repayment of Loans.



     (a) The Borrower shall repay to the Revolving Credit Lenders on the Revolving Loan Maturity
Date the aggregate principal amount of Revolving Credit Loans outstanding on such date.



     (b) The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date ten
Business Days after such Loan is made and (ii) the Revolving Loan Maturity Date.



     (c) Subject to reduction as provided in Section 2.05, the Borrower shall repay to the
Term Lenders on each March 31, June 30, September 30 and December 31 of each year (beginning on
March 31, 2010), an amount equal to the original principal amount of the Term Loans borrowed
hereunder on the Closing Date multiplied by 0.25% with the remainder due and payable on the Term
Loan Maturity Date.



     Section 2.08 Interest.



     (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan of any
Class shall bear interest on the outstanding principal amount thereof for each Interest Period at a
rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable
Rate with respect to Eurodollar Rate Loans of such Class; (ii) each Base Rate Loan of any Class
shall bear interest on the outstanding principal amount thereof from the applicable borrowing date
at a rate per annum equal to the Base Rate plus the Applicable Rate with respect to Base
Rate Loans of such Class; and (iii) each Swing Line Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base
Rate plus the Applicable Rate with respect to Base Rate Loans of such Class.



     (b) (i) If any amount of principal of any Loan is not paid when due (after giving effect to
any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such
amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal
to the Default Rate to the fullest extent permitted by applicable Laws.



     (i) If any amount (other than principal of any Loan) payable by the Borrower under any Loan
Document is not paid when due (after giving effect to any applicable grace periods), whether at
stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such
amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal
to the Default Rate to the fullest extent permitted by applicable Laws.



     (ii) Accrued and unpaid interest on past due amounts (including interest on past due interest)
shall be due and payable upon demand.



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     (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified herein. Interest hereunder shall be
due and payable in accordance with the terms hereof before and after judgment, and before and after
the commencement of any proceeding under any Debtor Relief Law.



     Section 2.09 Fees. In addition to certain fees described in Section 2.03(i) and
(j):




     (a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the
account of each Revolving Credit Lender, a commitment fee equal to the Applicable Rate with
respect to Commitment Fees times the actual daily amount by which the Revolving
Credit Commitment of such Lender exceeds the Outstanding Amount of such Lender’s Revolving
Credit Loans and such Lender’s Pro Rata Share of the Outstanding Amount of L/C Obligations
(but excluding, for the avoidance of doubt, the Swing Line Loans); provided,
however that no commitment fee shall accrue with respect to the Revolving Credit
Commitment of a Defaulting Lender during any period that it is a Defaulting Lender until
such time as such failure has been cured (as determined by the Administrative Agent and the
Borrower). The commitment fees shall accrue at all times during the Availability Period,
including at any time during which one or more of the conditions in Article IV are
not met, and shall be due and payable quarterly in arrears on each March 31, June 30,
September 30 and December 31, commencing with the first such date to occur after the Closing
Date, and on the last day of the Availability Period. The commitment fees shall be
calculated quarterly in arrears, and if there is any change in the Applicable Rate during
any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in effect.




     (b) Other Fees.




     (i) The Borrower shall pay to the Administrative Agent for its own account fees in the
amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when
paid and shall not be refundable for any reason whatsoever.




     (ii) The Borrower shall pay to the Lenders such fees as shall have been separately
agreed upon in writing in the amounts and at the times so specified. Such fees shall be
fully earned when paid and shall not be refundable for any reason whatsoever.




     (c) Closing Fees. The Borrower agrees to pay on the Closing Date to each
Lender party to this Agreement on the Closing Date, as fee compensation for the funding of
such Lender’s Term Loan and making of such Lender’s Revolving Credit Commitment, a closing
fee (the “Closing Fee”) in an amount equal to (x) 2.00% of the stated principal
amount of such Lender’s Revolving Credit Commitment on the Closing Date and (y) 1.00% of the
stated principal amount of such Lender’s Term Loan made on the Closing Date. Such Closing
Fee will be in all respects fully earned, due and payable on the Closing Date and
non-refundable and non-creditable thereafter.



     Section 2.10 Computation of Interest and Fees. All computations of interest for Base Rate Loans
when the Base Rate is determined by Deutsche Bank’s “prime rate” shall be made on



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the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All
other computations of fees and interest shall be made on the basis of a 360-day year and actual
days elapsed (which results in more fees or interest, as applicable, being paid than if computed on
the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is
made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such
portion is paid, provided that any Loan that is repaid on the same day on which it is made
shall, subject to Section 2.12(a), bear interest for one day. Each determination by the
Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all
purposes, absent manifest error.




     Section 2.11 Evidence of Debt.



     (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or
records maintained by such Lender and by the Administrative Agent in the ordinary course of
business in accordance with its usual practice. The accounts or records maintained by the
Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the
Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any
failure to so record or any error in doing so shall not, however, limit or otherwise affect the
obligation of the Borrower hereunder to pay any amount owing with respect to the Loan Obligations.
In the event of any conflict between the accounts and records maintained by any Lender and the
accounts and records of the Administrative Agent in respect of such matters, the accounts and
records of the Administrative Agent shall control in the absence of manifest error. Upon the
request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver
to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans
in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse
thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect
thereto.



     (b) In addition to the accounts and records referred to in Section 2.11(a), each
Revolving Credit Lender and the Administrative Agent shall maintain in accordance with its usual
practice accounts or records evidencing the purchases and sales by such Lender of participations in
Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and
records maintained by the Administrative Agent and the accounts and records of any Lender in
respect of such matters, the accounts and records of the Administrative Agent shall control in the
absence of manifest error.



     Section 2.12 Payments Generally; Administrative Agent’s Clawback.



     (a) General. All payments to be made by the Borrower shall be made without condition
or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly
provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent,
for the account of the respective Lenders to which such payment is owed, at the Administrative
Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date
specified herein. The Administrative Agent will promptly distribute to each Lender its share of
such payment in like funds as received by wire transfer to such Lender’s Lending Office. All
payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next
succeeding Business Day and any applicable interest or fee shall



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continue to accrue. If any payment to be made by the Borrower shall come due on a day other
than a Business Day, payment shall be made on the next following Business Day, and such extension
of time shall be reflected in computing interest or fees, as the case may be; except that this
sentence shall not apply to the Maturity Date.




     (b) Funding by Lenders; Presumption by Administrative Agent.



     (i) Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base
Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make
available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in accordance with
Section 2.01 or Section 2.02, as applicable and may, in reliance upon such
assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has
not in fact made its share of the applicable Borrowing available to the Administrative Agent, then
the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith
on demand such corresponding amount in immediately available funds with interest thereon, for each
day from and including the date such amount is made available to the Borrower to but excluding the
date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such
Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation, plus any administrative,
processing or similar fees customarily charged by the Administrative Agent in connection with the
foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate
applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the
Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly
remit to the Borrower the amount of such interest paid by the Borrower for such period. If such
Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so
paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower
shall be without prejudice to any claim the Borrower may have against a Lender that shall have
failed to make such payment to the Administrative Agent.



     (ii) Payments by the Borrower; Presumptions by Administrative Agent. Unless the
Administrative Agent shall have received notice from the Borrower prior to the date on which any
payment is due to the Administrative Agent for the account of the Lenders or any L/C Issuer
hereunder that the Borrower will not make such payment, the Administrative Agent may assume that
the Borrower has made such payment on such date in accordance herewith and may, in reliance upon
such assumption, distribute to the Lenders or such L/C Issuer, as the case may be, the amount due.
In such event, if the Borrower has not in fact made such payment, then each of the Lenders or such
L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or such L/C Issuer, in immediately available funds
with interest thereon, for each day from and including the date such amount is distributed to it to
but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds
Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation.



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     A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount
owing under this subsection (b) shall be conclusive, absent manifest error.



     (c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the
Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing
provisions of this Article II, and such funds are not made available to the Borrower by the
Administrative Agent because the conditions to the applicable Credit Extension set forth in
Article IV are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall return such funds promptly (in like funds as received from such Lender)
to such Lender, without interest.



     (d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make
Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments
pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make
any Loan, to fund any such participation or to make any payment under Section 10.04(c) on
any date required hereunder shall not relieve any other Lender of its corresponding obligation to
do so on such date, and no Lender shall be responsible for the failure of any other Lender to so
make its Loan, to purchase its participation or to make its payment under Section 10.04(c).



     (e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain
the funds for any Loan in any particular place or manner or to constitute a representation by any
Lender that it has obtained or will obtain the funds for any Loan in any particular place or
manner.



     (f) Insufficient Funds. If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings,
interest and fees then due hereunder, such funds shall be applied (i) first, toward payment
of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance
with the amounts of interest and fees then due to such parties, and (ii) second, toward
payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.



     Section 2.13 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of
setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on
any of the Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held
by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such
Loans or participations and accrued interest thereon greater than its pro rata
share thereof as provided herein, then the Lender receiving such greater proportion shall (a)
notify the Administrative Agent of such fact, and (b) purchase (for cash at face value)
participations in the Loans and subparticipations in L/C Obligations of the other Lenders, or make
such other adjustments as shall be equitable, so that the benefit of all such payments shall be
shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued
interest on their respective Loans and other amounts owing them, provided that:




     (a) if any such participations or subparticipations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations or subpartici-



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pations shall be rescinded and the purchase price restored to the extent of such
recovery, without interest; and




     (b) the provisions of this Section shall not be construed to apply to (i) any payment
made by the Borrower pursuant to and in accordance with the express terms of this Agreement
or (ii) any payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans or subparticipations in L/C Obligations to any assignee or
participant.


Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under
applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements
may exercise against such Loan Party rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of
such participation.




     Section 2.14 Increase in Commitments.



     (a) Incremental Credit Extensions. The Borrower may at any time or from time to time
after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent
shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches
of term loans (the “Incremental Term Loans”), or (b) one or more increases in the amount of
the Revolving Credit Commitments (each such increase, a “Revolving Commitment Increase”
together with any Incremental Term Loans, referred to herein as a “Credit Increase”),
provided that (i) both at the time of any such request and upon the effectiveness of any
Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time
that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event
of Default shall exist and (ii) the Borrower shall be in compliance with each of the covenants set
forth in Section 7.11 determined on a Pro Forma Basis as of the last day of the most
recently completed Test Period for which a Compliance Certificate has been delivered, in each case,
as if such Credit Increase had been outstanding on the last day of such fiscal quarter of the
Borrower for testing compliance therewith. Each Credit Increase shall be in an aggregate principal
amount that is not less than $5,000,000 (provided that such amount may be less than
$5,000,000 if such amount represents all remaining availability under the limit set forth in the
next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the
Credit Increases shall not exceed (x) $75,000,000 plus (y) to the extent the Consolidated Leverage
Ratio at the time of such Credit Increase is less than or equal to 3.75:1.00 determined on a Pro
Forma Basis as of the last day of the most recent Test Period for which a Compliance Certificate
has been delivered, to the extent such proceeds are applied to purchase Holdco Loans (whether with
the proceeds thereof or through the exchange of Incremental Term Loans for Holdco Loans), an
additional principal amount of Incremental Term Loans not to exceed the principal amount of Holdco
Loans plus accrued and unpaid interest being so repaid, repurchased or exchanged.



     (b) The Incremental Term Loans (a) shall rank pari passu in right of payment and of security
with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Term Loan
Maturity Date and shall have a Weighted Average Life to Maturity that is no shorter than the
Weighted Average Life to Maturity of the Term Loans, (c) except as set forth



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above, shall be treated substantially the same as the Term Loans (in each case, including with
respect to mandatory and voluntary prepayments), (d) if the initial yield on such Incremental Term
Loans (as reasonably determined by the Administrative Agent and the Borrower to be equal to the sum
of (i) the margin above the Eurodollar Rate on such Incremental Term Loans, (ii) if such
Incremental Term Loans are initially made at a discount or the Lenders making the same receive a
fee directly or indirectly from the Borrower or any Subsidiary for doing so but excluding any
arrangement fees not paid to the Lenders thereof generally (the amount of such discount or fee,
expressed as a percentage of the Incremental Term Loans, being referred to herein as
“OID”), the amount of such OID (based on an assumed four year weighted average life)) and
(iii) any minimum Base Rate or BBA LIBOR rate applicable to such Incremental Term Loans exceeds by
more than 50 basis points (the amount of such excess above 50 basis points being referred to herein
as the “Yield Differential”) the initial yield on the Term Loans (taking into account the
same factors in making the determination of the yield on the Incremental Term Loans and assuming a
weighted average life of four years), then the Applicable Rate then in effect for Term Loans shall
automatically be increased by the Yield Differential, effective upon the making of the Incremental
Term Loans and (e) except as provided in clauses (b) and (d) above, the terms and
conditions applicable to Incremental Term Loans shall not be materially different from those of the
Term Loans. Each notice from the Borrower pursuant to this Section shall set forth the requested
amount and proposed terms of the relevant Credit Increases. Incremental Term Loans may be made,
and Revolving Commitment Increases may be provided, by any existing Lender or by any other bank or
other financial institution (any such other bank or other financial institution being called an
“Additional Lender”), provided that the Administrative Agent and, in the case of a
Revolving Commitment Increase, each L/C Issuer and Swing Line Lender shall have consented (not to
be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term
Loans or providing such Revolving Commitment Increases, as applicable, if such consent would be
required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments,
to such Lender or Additional Lender. Commitments in respect of Credit Increases shall become
effective pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as
appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide
such Credit Increases, if any, each Additional Lender, if any, and the Administrative Agent. The
Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this
Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable
opinion of the Administrative Agent and the Borrower to effect the provisions of this Section. The
effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof
(each, an “Incremental Facility Closing Date”) of each of the conditions set forth in
Section 4.02 (it being understood that all references to “the date of such Credit
Extension” or similar language in such Section 4.02 shall be deemed to refer to the
effective date of such Incremental Amendment) and such other conditions as the parties thereto
shall agree. The Borrower will use the proceeds of the Incremental Term Loans and Revolving
Commitment Increases and Letters of Credit issued pursuant to the Revolving Commitment Increases
for any purpose not prohibited by this
Agreement. No Lender shall be obligated to provide any
Credit Increases, unless it so agrees in writing. Upon each increase in the Revolving Credit
Commitments pursuant to this Section, each Revolving Credit Lender immediately prior to such
increase will automatically and without further act be deemed to have assigned to each Lender
providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase
Lender”) in respect of such increase, and each such






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Revolving Commitment Increase Lender will automatically and without further act be deemed to
have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding
Revolving Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed
assignment and assumption of participations, the percentage of the aggregate outstanding (i)
participations hereunder in Revolving Letters of Credit and (ii) participations hereunder in Swing
Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase
Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving
Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b)
if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving
Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be
prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such
increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued
interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in
accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that
the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in
this Agreement shall not apply to the transactions effected pursuant to the immediately preceding
sentence.




     (c) Conflicting Provisions. This Section shall supersede any provisions in
Section 2.13 or Section 10.01 to the contrary.



ARTICLE III.




TAXES, YIELD PROTECTION AND ILLEGALITY



     Section 3.01 Taxes.



     (a) Payments Free of Taxes. Unless required by applicable law, any and all payments
by or on account of any obligation of any Loan Party hereunder or under any other Loan Document
shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or
Other Taxes, provided that if the applicable withholding agent shall be required by
applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then
(i) the sum payable by the applicable Loan Party shall be increased as necessary so that after all
required deductions (including deductions applicable to additional sums payable under this Section)
have been made, the Administrative Agent, Lender or the applicable L/C Issuer, as the case may be,
receives an amount equal to the sum it would have received had no such deductions been made, (ii)
the applicable withholding agent shall make such deductions and (iii) the applicable withholding
agent shall timely pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.



     (b) Payment of Other Taxes by the Borrower. Without limiting the provisions of
subsection (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.



     (c) Indemnification by the Borrower. Without duplication of the Borrower’s
obligations under clause (a) of Section 3.01, the Borrower shall indemnify the Administrative
Agent, each Lender and L/C Issuer, within 10 days after demand therefor, for the full amount of any
In-



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demnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted
on or attributable to amounts payable under this Section) payable by the Administrative Agent, such
Lender or L/C Issuer, as the case may be and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or
liability delivered to the Borrower by a Lender or any L/C Issuer (with a copy to the
Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or
L/C Issuer, shall be conclusive absent manifest error.




     (d) Evidence of Payments. As soon as reasonably practicable after any payment of
Indemnified Taxes or Other Taxes by a Loan Party to a Governmental Authority, such Loan Party shall
deliver to the Administrative Agent the original or a certified copy of a receipt issued by such
Governmental Authority evidencing such payment, a copy of the return reporting such payment or
other evidence of such payment reasonably satisfactory to the Administrative Agent.



     (e) Status of Lenders. Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the Borrower is resident
for tax purposes, or any treaty to which such jurisdiction is a party, with respect to any payments
hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by
the Borrower or the Administrative Agent, such properly completed and executed documentation
prescribed by applicable law as will permit such payments to be made without withholding or at a
reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the
Administrative Agent, shall deliver such other documentation prescribed by applicable law or
reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the
Administrative Agent to determine whether or not such Lender is subject to backup withholding or
information reporting requirements.



     Without limiting the generality of the foregoing, each Foreign Lender shall deliver to the
Borrower and the Administrative Agent (in such number of copies as shall be requested by the
recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative
Agent), but in each case only if such Foreign Lender is legally entitled to do so, whichever of the
following is applicable:




     (i) duly completed and executed original copies of IRS Form W-8BEN claiming eligibility
for benefits of an income tax treaty to which the United States is a party,




     (ii) duly completed and executed original copies of IRS Form W-8ECI,




     (iii) in the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the
form of Exhibit N-1 certifying that such Foreign Lender is not (A) a “bank” within
the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the
Borrower within the meaning of Section 881(c)(3)(B) of the Code or (C) a “controlled foreign
corporation” described in Section 881(c)(3)(C) of the Code and that no payments in
connection with the Loan Documents are effectively connected with such Foreign Lend-



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er’s conduct of a U.S. trade or business and (y) duly completed and executed original
copies of IRS Form W-8BEN,




     (iv) to the extent a Foreign Lender is not the beneficial owner for United States
federal income tax purposes of any payment received by it under any Loan Document, (for
example, where the Foreign Lender is a partnership or participating Lender granting a
typical participation), duly completed and executed original copies of IRS Form W-8IMY,
accompanied by duly completed and executed original copies of IRS Form W-8ECI, IRS Form
W-8BEN, certificates in substantially the form of Exhibit N-2, N-3 or
N-4 (as applicable), IRS Form W-9, and/or other required certification documents
from each beneficial owner, as applicable; provided that, if the Foreign Lender is a
partnership (and not a participating Lender) and one or more partners of such Foreign Lender
are claiming the portfolio interest exemption, such Foreign Lender shall, in lieu of causing
each beneficial owner to provide a certificate, provide a certificate, in substantially the
form of Exhibit N-2 on behalf of such beneficial owner(s), or




     (v) any other form prescribed by applicable law (including with respect to any
requirements to identify the beneficial owners of a Foreign Lender) as a basis for claiming
exemption from or a reduction in United States federal withholding tax duly completed
together with such supplementary documentation as may be prescribed by applicable law to
permit the Borrower or the Administrative Agent to determine the withholding or deduction
required to be made.



     In addition, each Domestic Lender as of the date of this Agreement and each person that
becomes a Domestic Lender after the date of this Agreement shall deliver to the Borrower and the
Administrative Agent duly completed and executed original copies of IRS Form W-9, certifying that
such Domestic Lender is exempt from United States backup withholding tax, on or before the date
such Domestic Lender becomes a party to this Agreement (and from time to time thereafter upon
written request by the Administrative Agent or Borrower, but only if such Domestic Lender is
legally entitled to do so).



     Each Lender shall, from time to time after the initial delivery by such Lender of the forms
described above, whenever a lapse in time or change in such Lender’s circumstances renders such
forms, certificates or other evidence so delivered obsolete or inaccurate, promptly (1) deliver to
the Borrower and the Administrative Agent (in such number of copies as shall be requested by the
recipient) renewals, amendments or additional or successor forms, properly completed and duly
executed by such Lender, together with any other certificate or statement of exemption required in
order to confirm or establish such Lender’s status or that such Lender is entitled to an exemption
from or reduction in United States federal withholding tax or (2) notify the Borrower and the
Administrative Agent of its inability to deliver any such forms, certificates or other evidence.



     (f) Treatment of Certain Refunds. If the Administrative Agent, any Lender or any L/C
Issuer determines, in its sole discretion, that it has received a refund of any Indemnified Taxes
or Other Taxes as to which it has been indemnified by a Loan Party or with respect to which a Loan
Party has paid additional amounts pursuant to this Section, it shall pay to such Loan Party an
amount equal to such refund (but only to the extent of indemnity payments made,



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or additional amounts paid, by such Loan Party under this Section with respect to the
Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses
(including Taxes) of the Administrative Agent, such Lender, or L/C Issuer, as the case may be, and
without interest (other than any interest paid by the relevant Governmental Authority with respect
to such refund); provided that such Loan Party, upon the request of the Administrative
Agent, such Lender, or L/C Issuer, agrees to repay the amount paid over to such Loan Party (plus
any penalties, interest or other charges imposed by the relevant Governmental Authority) to the
Administrative Agent, such Lender, or such L/C Issuer in the event the Administrative Agent, such
Lender, or such L/C Issuer is required to repay such refund to such Governmental Authority. This
subsection shall not be construed to require the Administrative Agent, such Lender, or such L/C
Issuer to make available its tax returns (or any other information relating to its taxes that it
deems confidential) to any Loan Party or any other person.




     Section 3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending
Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates
based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on
the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London
interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative
Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base
Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the
Administrative Agent and the Borrower that the circumstances giving rise to such determination no
longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with
a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of
such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such
Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if
such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such
prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or
converted.



     Section 3.03 Inability to Determine Rates. If the Required Lenders determine that for any reason
in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation
thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar
market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and
reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period
with respect to a proposed Eurodollar Rate Loan , or (c) the Eurodollar Rate for any requested
Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly
reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so
notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain
Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon the instruction of
the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke
any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or,
failing that, will be deemed to have converted such request into a request for a Committed
Borrowing of Base Rate Loans in the amount specified therein.



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     Section 3.04 Increased Costs; Reserves on Eurodollar Rate Loans.



     (a) Increased Costs Generally. If any Change in Law shall:




     (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for the account
of, or credit extended or participated in by, any Lender (except any reserve requirement
contemplated by Section 3.04(e)) or any L/C Issuer;




     (ii) subject any Lender or any L/C Issuer to any tax of any kind whatsoever with
respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or
any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such
Lender or such L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes
covered by Section 3.01 (for the avoidance of doubt, no duplication of the
Borrower’s obligation under Section 3.01 with respect to Indemnified Taxes or Other
Taxes is intended under this clause (ii)) and the imposition of, or any change in the rate
of, any Excluded Tax payable by such Lender or L/C Issuer); or




     (iii) impose on any Lender or such L/C Issuer or the London interbank market any other
condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such
Lender or any Letter of Credit or participation therein;


and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or
to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining
any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of
Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C
Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such
Lender or L/C Issuer, the Borrower will pay to such Lender or L/C Issuer, as the case may be, such
additional amount or amounts as will compensate such Lender or L/C Issuer, as the case may be, for
such additional costs incurred or reduction suffered.




     (b) Capital Requirements. If any Lender or any L/C Issuer determines that any Change
in Law affecting such Lender or such L/C Issuer or any Lending Office of such Lender or such
Lender’s or L/C Issuer’s holding company, if any, regarding capital requirements has or would have
the effect of reducing the rate of return on such Lender’s or L/C Issuer’s capital or on the
capital of such Lender’s or L/C Issuer’s holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of
Credit held by, such Lender, or the Letters of Credit issued by such L/C Issuer, to a level below
that which such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s or such L/C
Issuer’s policies and the policies of such Lender’s or such L/C Issuer’s holding company with
respect to capital adequacy), then from time to time the Borrower will pay to such Lender or L/C
Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or
such L/C Issuer or such Lender’s or such L/C Issuer’s holding company for any such reduction
suffered.



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     (c) Certificates for Reimbursement. A certificate of a Lender or a L/C Issuer setting
forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding
company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to
the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or L/C
Issuer, as the case may be, the amount shown as due on any such certificate within ten (10) days
after receipt thereof.



     (d) Delay in Requests. Failure or delay on the part of any Lender or any L/C Issuer
to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a
waiver of such Lender’s or L/C Issuer’s right to demand such compensation, provided that
the Borrower shall not be required to compensate a Lender or a L/C Issuer pursuant to the foregoing
provisions of this Section for any increased costs incurred or reductions suffered more than nine
months prior to the date that such Lender or L/C Issuer, as the case may be, notifies the Borrower
of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or L/C
Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to
such increased costs or reductions is retroactive, then the nine-month period referred to above
shall be extended to include the period of retroactive effect thereof).



     (e) Reserves on Eurodollar Rate Loans. The Borrower shall pay to each Lender, as long
as such Lender shall be required to maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency
liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan
equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by
such Lender in good faith, which determination shall be conclusive), which shall be due and payable
on each date on which interest is payable on such Loan, provided the Borrower shall have
received at least ten (10) days’ prior notice (with a copy to the Administrative Agent) of such
additional interest from such Lender. If a Lender fails to give notice ten (10) days prior to the
relevant Interest Payment Date, such additional interest shall be due and payable ten (10) days
from receipt of such notice.



     Section 3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative
Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such
Lender harmless from any loss, cost or expense incurred by it as a result of:




     (a) any continuation, conversion, payment or prepayment of any Loan other than a Base
Rate Loan on a day other than the last day of the Interest Period for such Loan (whether
voluntary, mandatory, automatic, by reason of acceleration, or otherwise);




     (b) any failure by the Borrower (for a reason other than the failure of such Lender to
make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on
the date or in the amount notified by the Borrower; or




     (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the
Interest Period therefor as a result of a request by the Borrower pursuant to Section
10.13;



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including any loss of anticipated profits and any loss or expense arising from the liquidation or
reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the
deposits from which such funds were obtained; provided that no Lender may use the
Eurodollar Rate floor in this agreement as a basis for such calculations.



For purposes of calculating amounts payable by the Borrower to the Lenders under this Section
3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the
Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank
eurodollar market for a comparable amount and for a comparable period, whether or not such
Eurodollar Rate Loan was in fact so funded.




     Section 3.06 Mitigation Obligations; Replacement of Lenders.



     (a) Designation of a Different Lending Office. If any Lender requests compensation
under Section 3.04, or the Borrower is required to pay any additional amount to any Lender
or any Governmental Authority for the account of any Lender pursuant to Article III, or if
any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable
efforts to designate a different Lending Office for funding or booking its Loans hereunder or to
assign its rights and obligations hereunder to another of its offices, branches or affiliates, if,
in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Article III or Section 3.04, as the case may be, in the
future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and
(ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such designation or assignment.



     (b) Replacement of Lenders. If any Lender requests compensation under Section
3.04, or if any Lender delivers to the Borrower a notice pursuant to Section 3.02, or
if the Borrower is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 3.01, the Borrower may replace
such Lender in accordance with Section 10.13.



     Section 3.07 Survival. All of the Borrower’s obligations under this Article III
shall survive termination of the Aggregate Commitments and repayment of all other Loan
Obligations hereunder.



ARTICLE IV.




CONDITIONS PRECEDENT TO CREDIT EXTENSIONS



     Section 4.01 Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each
Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following
conditions precedent:




     (a) the Administrative Agent’s receipt of the following, each of which shall be
originals or facsimiles (followed promptly by originals) unless otherwise specified, each



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properly executed by a Responsible Officer of the signing Loan Party, each in form and
substance reasonably satisfactory to the Administrative Agent:




     (i) executed counterparts of this Agreement and the Guaranty;




     (ii) a Note executed by the Borrower in favor of each Lender requesting a Note;




     (iii) an executed perfection certificate in the form provided by the
Administrative Agent;




     (iv) the Pledge and Security Agreement duly executed by each Loan Party,
together with:




     (1) proper financing statements in form appropriate for filing under
the UCC of all jurisdictions necessary in order to perfect in the United
States the Liens in and to the Collateral in which a security interest can
be perfected by filing such financing statement;




     (2) certificates representing the Pledged Equity referred to in the
Pledge and Security Agreement accompanied by undated stock powers executed
in blank and instruments evidencing the Pledged Debt (as defined in the
Pledge and Security Agreement) indorsed in blank,




     (3) completed requests for information, dated on or before the date of
the initial Credit Extension, listing all effective financing statements
filed in the jurisdictions referred to in clause (1) above that name
any Loan Party as debtor, together with copies of such other financing
statements, and




     (4) evidence of arrangements for the completion of all other actions,
recordings and filings of or with respect to the Pledge and Security
Agreement that the Administrative Agent may deem necessary or desirable in
order to perfect the Liens created thereby (including receipt of duly
executed payoff letters and UCC-3 termination statements, in each case
evidencing that the Borrower’s existing credit agreement has been, or
concurrently with the Closing Date is being, terminated and all Liens
securing obligations under such existing credit agreement have been, or
concurrently with the Closing Date are being, released);




     (v) a certificate of incumbency signed by the secretary or assistant secretary
of each Loan Party evidencing the identity, authority and capacity of each
Responsible Officer thereof authorized to act as a Responsible Officer in connection
with this Agreement and the other Loan Documents to which such Loan Party is a
party;



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     (vi) copies of each Loan Party’s Organization Documents, as amended, modified,
or supplemented as of the Closing Date, certified by a Responsible Officer of such
Loan Party and certificates of status with respect to each Loan Party, such
certificates indicating that such Loan Party is in good standing in its jurisdiction
of organization and each other jurisdiction in which its failure to be duly
qualified or licensed would have a Material Adverse Effect;




     (vii) an opinion of Kirkland & Ellis LLP, counsel to the Loan Parties,
addressed to the Administrative Agent and each Lender, substantially in the form of
Exhibit M;




     (viii) certificates of insurance evidencing that all insurance required to be
maintained by the Loan Parties on the Closing Date pursuant to the Loan Documents
has been obtained and is in effect and that the Collateral Agent has been named as
additional insured under each insurance policy with respect to such insurance as to
which the Collateral Agent shall have requested to be so named;




     (ix) a certificate signed by a Responsible Officer of the Borrower certifying
that the conditions specified in Sections 4.02(a) and (b) have been
satisfied;




     (x) a certificate attesting to the Solvency of the Loan Parties (taken as a
whole) after giving effect to the Transactions, signed by the chief financial
officer, chief accounting officer, treasurer or controller of the Borrower;




     (xi) a Form U-1 and a Form G-3 appropriately completed by the Borrower;




     (b) all fees and expenses required to be paid hereunder and invoiced before the Closing
Date shall have been paid;




     (c) all fees and expenses required to be paid to the Agents as separately agreed in
writing between the Borrower and the applicable Agent(s) shall have been paid;




     (d) the Intercreditor Agreement shall have been duly executed and delivered by each
party thereto, and shall be in full force and effect; and




     (e) the Administrative Agent shall have received satisfactory evidence that more than
fifty percent of the aggregate principal amount of Holdco Loans outstanding and not less
than $249,000,000 of Senior Notes shall have been purchased (or shall be purchased
substantially concurrently with the initial funding hereunder) by the Borrower or its
Subsidiaries.


Without limiting the generality of the provisions of Section 9.04, for purposes of
determining compliance with the conditions specified in this Section 4.01 each Lender that
has signed this Agreement shall be deemed to have consented to, approved or accepted or to be
satisfied with, each document or other matter required thereunder to be consented to or approved by
or





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 acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice
from such Lender prior to the proposed Closing Date specifying its objection thereto.




     Section 4.02 Conditions to All Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a
Borrowing Notice requesting only a conversion of Loans to the other Type, or a continuation of
Eurodollar Rate Loans) is subject to the following conditions precedent:




     (a) The representations and warranties of the Borrower and each other Loan Party
contained in Article V or any other Loan Document shall be true and correct (or, in
the case of representations and warranties not qualified as to materiality, true and correct
in all material respects) on and as of the date of such Credit Extension, except to the
extent that such representations and warranties specifically relate to an earlier date, in
which case they shall be true and correct as of such earlier date, and except that for
purposes of this Section 4.02, the representations and warranties contained in
Section 5.05(a) shall be deemed to refer to the most recent statements furnished
pursuant to Section 6.01(a) and 6.01(b).




     (b) No Default shall exist or would result from the making of such proposed Credit
Extension.




     (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing
Line Lender shall have received a Request for Credit Extension in accordance with the
requirements hereof. Each Request for Credit Extension (other than a Borrowing Notice
requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate
Loans) submitted by the Borrower shall be deemed to be a representation and warranty that
the conditions specified in Sections 4.02(a) and 4.02(b) have been satisfied
on and as of the date of the applicable Credit Extension.



ARTICLE V.




REPRESENTATIONS AND WARRANTIES



     The Borrower represents and warrants to the Administrative Agent and the Lenders that:



     Section 5.01 Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Subsidiary thereof (i) is duly organized or formed, validly
existing and, as applicable, in good standing under the Laws of the jurisdiction of its
incorporation or organization, (ii) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (1) own or lease its assets and
carry on its business and (2) execute, deliver and perform its obligations under the Loan Documents
to which it is a party, (iii) is duly qualified and is licensed and, as applicable, in good
standing under the Laws of each jurisdiction where its ownership, lease or operation of properties
or the conduct of its business requires such qualification or license, and (iv) is in compliance
with all Laws (excluding Environmental Laws that are the subject of Section 5.08, federal,
state and local income tax Laws that are the subject of Section 5.10 and ERISA that is the
subject of Section 5.11); except in each case referred to in



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clause (ii)(1), (iii) or (iv), to the extent that failure to do so
could not reasonably be expected to have a Material Adverse Effect.




     Section 5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which
such Person is a party, and the consummation of the Transaction, are within such Loan Party’s
corporate or other powers, have been duly authorized by all necessary corporate or other
organizational action, and do not and will not (a) contravene the terms of any of such Person’s
Organization Documents, (b) conflict with or result in any breach or contravention of, or the
creation of any Lien under (other than any Permitted Lien), or require any payment to be made under
(i) any Contractual Obligation (other than the Loan Documents) to which such Person is a party or
affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any
material order, injunction, writ or decree of any Governmental Authority or any arbitral award to
which such Person or its property is subject; or (c) violate any material Law; except with respect
to any conflict, breach or contravention or payment (but not creation of Liens) referred to in
clause (b)(i), to the extent that such conflict, breach, contravention or payment could not
reasonably be expected to have a Material Adverse Effect.



     Section 5.03 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing
with, any Governmental Authority or any other Person is necessary or required in connection with
(a) the execution, delivery or performance by, or enforcement against, any Loan Party of this
Agreement or any other Loan Document, (b) the grant by any Loan Party of the Liens granted by it
pursuant to the Security Documents, (c) the perfection or maintenance of the Liens created under
the Security Documents (including the first priority nature thereof) to the extent required at such
time or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan
Documents or the remedies in respect of the Collateral pursuant to the Security Documents, except
for (i) filings necessary to perfect and maintain the perfection of the Liens on the Collateral
granted by the Loan Parties in favor of the Lenders, (ii) the authorizations, approvals, actions,
notices and filings which have been duly obtained, taken, given or made and are in full force and
effect and (iii) those approvals, consents, exemptions, authorizations or other action, notices or
filings, the failure of which to obtain or make could not reasonably be expected to have a Material
Adverse Effect.



     Section 5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have
been, duly executed and delivered by each Loan Party that is party thereto. This Agreement
constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and
binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in
accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and
by general principles of equity.



     Section 5.05 Financial Statements; No Material Adverse Effect.



     (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly noted therein; and
(ii) fairly present in all material respects the financial condition of the Borrower and its
Subsidiaries as of the date thereof and their results of operations for the period covered there-by



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 in accordance with GAAP consistently applied throughout the period covered thereby, except
as otherwise expressly noted therein.




     (b) The unaudited consolidated balance sheet of the Borrower as at September 30, 2009 and the
related unaudited consolidated statements of income and cash flows for the nine-month period ended
September 30, 2009, copies of which have heretofore been furnished to each Lender, (i) were
prepared in accordance with GAAP consistently applied throughout the period covered thereby, except
as otherwise expressly noted therein; and (ii) fairly present in all material respects the
financial condition of the Borrower and its Subsidiaries as of the date thereof and their results
of operations for the period covered thereby in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted therein.



     (c) Since December 31, 2008, there has been no event or circumstance, either individually or
in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.



     Section 5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge
of the Borrower, threatened in writing or contemplated, at law, in equity, in arbitration or before
any Governmental Authority, by or against the Borrower or any of its Restricted Subsidiaries or
against any of their properties or revenues (a) that either individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect or (b) on the Closing Date, involving any
of the Loan Documents or the Transaction.



     Section 5.07 Ownership of Property; Liens. Each Loan Party and each Restricted Subsidiary thereof has good and valid title, license or
right to use all of its personal property necessary in the ordinary conduct of its business, except
for such defects in title as could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect. The property of the Loan Parties and any of their Restricted
Subsidiaries is subject to no Liens other than Liens permitted under Loan Documents. All of the
plants, offices, or facilities and other tangible assets owned, leased or used by any Loan Party or
any Restricted Subsidiary thereof in the conduct of their respective businesses are (a) insured to
the extent and in a manner required by Section 6.07, (b) structurally sound with no known
defects which have or could reasonably be expected to have a Material Adverse Effect, (c) in good
operating condition and repair, subject to ordinary wear and tear and except to the extent failure
could not reasonably be expected to have a Material Adverse Effect, (d) not in need of maintenance
or repair except for ordinary, routine maintenance and repair and except to the extent failure to
so maintain and repair could not reasonably be expected to have a Material Adverse Effect, (e)
sufficient for the operation of the businesses of such Loan Party and its Restricted Subsidiaries
as currently conducted, except to the extent failure to be so sufficient could not reasonably be
expected to have a Material Adverse Effect and (f) in conformity with all applicable laws,
ordinances, orders, regulations and other requirements (including applicable zoning, environmental,
motor vehicle safety, occupational safety and health laws and regulations) relating thereto, except
where the failure to conform could not reasonably be expected to have a Material Adverse Effect.



     Section 5.08 Environmental Compliance. The Borrower and its Restricted Subsidiaries periodically conduct in the ordinary course of
business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any




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Environmental Law on their respective businesses, operations and properties, and as a result
thereof the Borrower has reasonably concluded that such Environmental Laws and claims could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.




     Section 5.09 Insurance. As of the Closing Date, all insurance maintained by or on behalf of the Loan Parties is in
full force and effect and all premiums due in respect of such insurance have been duly paid. The
Borrower believes that the insurance maintained by or on behalf of the Borrower and the
Subsidiaries is adequate and in accordance with normal industry practice.



     Section 5.10 Taxes. Except as could not, either individually or in the aggregate, reasonably be expected to
result in a Material Adverse Effect, the Borrower and its Restricted Subsidiaries have filed all
Tax returns and reports required to be filed, and have paid all Taxes levied or imposed upon them
or their properties, income or assets that have become due and payable, except those (a) which are
not overdue by more than thirty (30) days or (b) Taxes which are being contested in good faith by
appropriate proceedings diligently conducted and for which adequate reserves have been provided in
accordance with GAAP.



     Section 5.11 ERISA Compliance.



     (a) Except as would not reasonably be expected to have a Material Adverse Effect, (i) each
Plan from time to time in effect has been maintained in compliance with the applicable provisions
of ERISA, the Code and other Federal or state applicable Laws, (ii) each such Plan that is intended
to qualify under Section 401(a) of the Code has received a favorable determination letter from the
IRS or an application for such a letter is currently being processed by the IRS with respect
thereto and, to the best knowledge of the Borrower, nothing has occurred which would be reasonably
likely to prevent, or cause the loss of, such qualification, and (iii) each Loan Party, the
Borrower and each ERISA Affiliate have made all required contributions to each Plan subject to
Section 412 of the Code, and no application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.



     (b) There are no pending or, to the knowledge of the Borrower, threatened claims, actions or
lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably
be expected to have a Material Adverse Effect. There has been no prohibited transaction or
violation of the fiduciary responsibility rules with respect to any Plan that has had or could
reasonably be expected to have a Material Adverse Effect.



     (c) Except as would not reasonably be expected to have a Material Adverse Effect: (i) no
ERISA Event has occurred or is reasonably expected to occur; (ii) neither the Borrower nor any
ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA
with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of
ERISA); (iii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability (and no event has occurred which, with the giving of notice under Section 4219
of ERISA, would reasonably be expected to result in such liability) under Section 4201 or 4243 of
ERISA with respect to a Multiemployer Plan; and (iv) neither the
Borrower nor any ERISA Affiliate has engaged in a transaction that would reasonably be
expected to be subject to Section 4069 or 4212(c) of ERISA.



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     Section 5.12 Subsidiaries; Equity Interests; Taxpayer Identification Number. As of the Closing Date, neither the Borrower nor any other Loan Party has any Subsidiaries
other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity
Interests in material Subsidiaries have been validly issued, are, in the case of Equity Interests
issued by corporations, fully paid and nonassessable and all Equity Interests owned by the Borrower
or any other Loan Party are owned free and clear of all Liens except (i) those created under the
Security Documents, (ii) any nonconsensual Permitted Lien and (iii) those permitted by Section
7.01(s). As of the Closing Date, Schedule 5.12 (a) sets forth the name and
jurisdiction of each Subsidiary, (b) sets forth the ownership interest of the Borrower and any
other Subsidiary in each Subsidiary, including the percentage of such ownership and (c) identifies
each Subsidiary that is a Subsidiary the Equity Interests of which are required to be pledged on
the Closing Date pursuant to Section 6.13.



     Section 5.13 Margin Regulations; Investment Company Act.



     (a) No Loan Party is engaged or will engage, principally or as one of its important
activities, in the business of purchasing or carrying margin stock (within the meaning of
Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying
margin stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will be used
for any purpose that violates Regulation U.



     (b) No Loan Party nor any Person Controlling any Loan Party nor any Subsidiary thereof is or
is required to be registered as an “investment company” under the Investment Company Act of 1940.



     Section 5.14 Disclosure. Each Loan Party has disclosed to the Administrative Agent and the Lenders all matters
required to be disclosed pursuant to Section 6.03. No report, financial statement,
certificate or other written information furnished by or on behalf of any Loan Party to the
Administrative Agent or any Lender in connection with the transactions contemplated hereby and the
negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each
case, as modified or supplemented by other information so furnished) when taken as a whole contains
any material misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading;
provided that, with respect to projected financial information, the Borrower represents
only that such information was prepared in good faith based upon assumptions believed to be
reasonable at the time of preparation.



     Section 5.15 Compliance with Laws. Each Loan Party and each Restricted Subsidiary thereof is in compliance in all material
respects with the requirements of all Laws (except for Environmental Laws, which are the subject of
Section 5.08, federal and state income tax Laws, which are the subject of Section
5.10, and ERISA, which is the subject of Section 5.11) and all orders, writs,
injunctions and decrees applicable to it or to its properties, except in such instances in which
(a) such requirement of Law or order, writ, injunction or decree is being contested in good faith
by appropriate proceedings diligently conducted or (b) the failure to comply there-with, either individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.



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     Section 5.16 Intellectual Property; Licenses, Etc.
Each Loan Party and each Restricted Subsidiary thereof own, license or possess or otherwise
has the right to use, all of the trademarks, service marks, trade names, copyrights, patents,
patent rights and other intellectual property rights (collectively, “IP Rights”) that are
reasonably necessary for the operation of their respective businesses as currently conducted, and,
to the knowledge of the Borrower, without conflict with the rights of any other Person, except to
the extent such conflict, either individually or in the aggregate, could not reasonably be expected
to have a Material Adverse Effect. To the knowledge of the Borrower, no slogan or other
advertising device, product, process, method, substance, part or other material now employed by any
Loan Party or any Restricted Subsidiary thereof infringes upon any IP Rights held by any other
Person, except to the extent such conflicts, either individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of
the foregoing is now pending or, to the knowledge of the Borrower, threatened, which, either
individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.



     Section 5.17 Labor Disputes and Acts of God. Neither the business nor the properties of any Loan Party or any Restricted Subsidiary
thereof has been affected by any fire, explosion, accident, strike, lockout or other labor dispute,
drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty
(whether or not covered by insurance), that either individually or in the aggregate could
reasonably be expected to have a Material Adverse Effect.



     Section 5.18 Solvency. On the Closing Date, upon giving effect to the execution of this Agreement and the other
Loan Documents by each Loan Party and the consummation of the Transaction, the Loan Parties on a
consolidated basis, are Solvent.



     Section 5.19 Real Property.



     (a) As of the Closing Date, Schedule 5.19 sets forth the address or a description of
the location of each Material Fee Owned Property, each Material Pipeline and each other parcel of
real property that is the subject of a Material Lease, together with a list of the lessors with
respect to all such Material Leases. The Borrower shall provide updates to Schedule 5.19
upon the reasonable request of the Administrative Agent.



     (b) Each Loan Party and each of its Subsidiaries has good and marketable title (or in the case
of Material Fee Owned Property located in the State of Texas, good and indefeasible title) in fee
simple to, or, with respect to each leasehold interest, a valid and enforceable leasehold interest
in, all real property necessary in the ordinary conduct of its business, free and clear of all
Liens except (i) Permitted Liens and (ii) where the failure to have such title could not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect.



     (c) Each Loan Party and each of its Subsidiaries has complied with all obligations under the
Material Leases and, to its knowledge, all other leases to which it is a party, except where the
failure to comply in each case would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect, and all Material Leases and, to its knowledge, all
other leases to which it is a party are in full force and effect, except leases in respect of
which the failure to be in full force and effect would not in each case reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect. Each Loan Party and each of its




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Subsidiaries enjoys peaceful and undisturbed possession under all Material Leases and, to its
knowledge, all other leases to which it is a party, other than leases in respect of which failure
to enjoy peaceful and undisturbed possession would not in each case reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.




     (d) Other than as disclosed on Schedule 5.19, as of the Closing Date, none of the
Borrower or any Subsidiary has received any notice of, nor has any knowledge of, any pending or
contemplated condemnation proceeding affecting all or any material portion of any Material Fee
Owned Property or any sale or disposition thereof in lieu of condemnation.



     (e) As of the Closing Date, to the Borrower’s knowledge, other than as disclosed on
Schedule 5.19, and other than in the ordinary course of business relating to easements,
rights of way and similar rights relating to Material Pipelines, none of the Borrower or any
Subsidiary is obligated under any right of first refusal, option or other contractual right to
sell, assign or otherwise dispose of any Material Fee Owned Property, Material Pipeline or any
interest therein.



ARTICLE VI.




AFFIRMATIVE COVENANTS



     So long as any Lender shall have any Commitment hereunder, any Loan or other Loan Obligation
hereunder shall remain unpaid or unsatisfied (other than contingent obligations with respect to
which no claim has been asserted), or any Letter of Credit shall remain outstanding, the Borrower
shall, and shall (except in the case of the covenants set forth in Sections 6.01,
6.02, and 6.03) cause each Restricted Subsidiary to:



     Section 6.01 Financial Statements. Deliver to the Administrative Agent for further distribution to each Lender:




     (a) as soon as available, but in any event within ninety (90) days after the end of
each fiscal year of the Borrower beginning with the 2009 fiscal year, a consolidated balance
sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the
related consolidated statements of income or operations, stockholders’ equity and cash flows
for such fiscal year, setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited
and accompanied by a report and opinion of PricewaterhouseCoopers LLP or any other
independent public accounting firm of nationally recognized standing, which report and
opinion shall be prepared in accordance with generally accepted auditing standards and shall
not be subject to any “going concern” or like qualification or exception or any
qualification or exception as to the scope of such audit; and




     (b) as soon as available, but in any event within forty-five (45) days after the end of
each of the first three (3) fiscal quarters of each fiscal year of the Borrower, a
consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal
quarter, and the related consolidated statements of income or operations and cash flows
for such fiscal quarter and for the portion of the fiscal year then ended, setting forth in
each case in comparative form the figures for the corresponding fiscal quarter of the




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previous fiscal year and the corresponding portion of the previous fiscal year, all in
reasonable detail and certified by a Responsible Officer of the Borrower as fairly
presenting in all material respects the financial condition, results of operations,
stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with
GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.




     Section 6.02 Certificates; Other Information. Deliver to the Administrative Agent for further distribution to each Lender:




     (a) no later than five (5) days after the delivery of the financial statements referred
to in Sections 6.01(a) and (b) for any fiscal quarter ended on or after
March 31, 2010, a duly completed Compliance Certificate signed by a Responsible Officer of
the Borrower and, if such Compliance Certificate demonstrates an Event of Default of any
covenant under Section 7.11, any of the Equity Investors may deliver, together with
such Compliance Certificate, notice of their intent to cure (a “Notice of Intent to
Cure”) such Event of Default pursuant to Section 8.05;




     (b) promptly after the same are available, copies of each annual report, proxy or
financial statement which the Borrower may file or be required to file with the SEC under
Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and in
any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;




     (c) promptly, and in any event within five Business Days after receipt thereof by any
Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received
from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any
investigation or possible investigation or other inquiry by such agency regarding financial
or other operational results of any Loan Party or any Subsidiary thereof;




     (d) promptly after the furnishing thereof, copies of any material requests or material
notices received by any Loan Party (other than in the ordinary course of business) or
material statements or material reports furnished to any holder of debt securities of any
Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of the Senior
Unsecured Notes and not otherwise required to be furnished to the Lenders pursuant to any
other clause of this Section 6.02;




     (e) within five Business Days after (i) a Responsible Officer’s receipt of any written
notice of any violation by any Loan Party of any Environmental Law, (ii) a Responsible
Officer’s obtaining knowledge that any Governmental Authority has asserted that any Loan
Party is not in compliance with any Environmental Law or that any Governmental Authority is
investigating any Loan Party’s compliance therewith, (iii) a Responsible Officer’s receipt
of any written notice from any Governmental Authority or other Person or otherwise obtaining
knowledge that any Loan Party is or may be liable to
any Person as a result of the Release or threatened Release of any contaminant or that
any Loan Party is subject to investigation by any Governmental Authority evaluating whether
any remedial action is needed to respond to the Release or threatened Release of any



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contaminant, or (iv) a Responsible Officer’s receipt of any written notice of the imposition
of any Environmental Lien against any property of any Loan Party which in any event under
clause (i), (ii), (iii) or (iv) preceding could reasonably
be expected to result in, or has resulted in a Material Adverse Effect, together with copies
of such notice or a written notice setting forth the matters in clause (ii)
above;





     (f) not less than 3 Business Days prior to any change in any Loan Party’s (i) name as
it appears in the jurisdiction of its formation, incorporation, or organization, (ii) type
of entity, or (iii) organizational identification number, written notice thereof;




     (g) [Reserved];




     (h) promptly, such additional information regarding the business, financial or
corporate affairs of the Borrower or any Subsidiary, or compliance with the terms of the
Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably
request; and




     (i) together with the delivery of each Compliance Certificate delivered in connection
with the deliver of the financial statements referred to in Section 6.01(a), (i) a
statement indicating whether any Material Fee Owned Property was acquired or Material Lease
was entered into during such fiscal year, and, if so identifying it, and (ii) a list of each
Subsidiary that identifies each Subsidiary as a Restricted Subsidiary (and, as applicable,
an Excluded Subsidiary or Immaterial Subsidiary), or an Unrestricted Subsidiary as of the
date of delivery of such Compliance Certificate.



     Documents required to be delivered pursuant to Section 6.01(a) or (b) or
Section 6.02(a) may be delivered electronically and if so delivered, shall be deemed to
have been delivered on the earliest of such date (i) on which such documents are delivered by
e-mail to the Administrative Agent, (ii) on which the Borrower posts such documents, or provides a
link thereto on the Borrower’s website on the Internet at the website address listed on
Schedule 10.02; or (iii) on which such documents are posted on the Borrower’s behalf on an
Internet or intranet website, if any, to which each Lender and the Administrative Agent have access
(whether a commercial, third-party website or whether sponsored by the Administrative Agent). The
Administrative Agent shall have no obligation to request the delivery or to maintain copies of the
documents referred to above, and in any event shall have no responsibility to monitor compliance by
the Borrower with any such request for delivery, and each Lender shall be solely responsible for
requesting delivery to it or maintaining its copies of such documents.



     The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the
Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower
hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on
IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the
Lenders may be “public side” Lenders (i.e., Lenders that do not wish to receive material
non-public information with respect to the Borrower or its securities) (each, a “Public
Lender”). The
Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or
equity securities that are registered or issued pursuant to a private offering or is actively
contemplating issuing any such securities (w) all the Borrower Materials that are to be made
available to



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Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum,
shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by
marking the Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the
Administrative Agent, the L/C Issuers and the Lenders to treat such Borrower Materials as not
containing any material non-public information (although it may be sensitive and proprietary) with
respect to the Borrower or its securities for purposes of United States Federal and state
securities laws; (y) all the borrow materials marked “PUBLIC” are permitted to be made available
through a portion of the Platform designated “Public Investor,” and (z) the Administrative Agent
shall be entitled to treat any of the Borrower Materials that are not marked “PUBLIC” as being
suitable only for posting on a portion of the Platform not designated “Public Investor.”




     Section 6.03 Notices. Notify the Administrative Agent:




     (a) Within five (5) Business Days of a Responsible Officer obtaining actual knowledge
of the occurrence of any Default;




     (b) Promptly of (i) any matter that could reasonably be expected to result in a
Material Adverse Effect, (ii) any breach or non-performance of or default under any
contractual obligation by the Borrower or any Subsidiary, (iii) any dispute, litigation,
investigation, proceeding or suspension, or any material development therein, between the
Borrower or any Subsidiary and any Governmental Authority or (iv) the commencement of, or
any material development in, any litigation or proceeding by any Person not a Governmental
Authority affecting the Borrower or any Subsidiary, and (v) the occurrence of any ERISA
Event, in the case of clauses (ii)-(v) above, that has resulted or could reasonably be
expected to result in a Material Adverse Effect.



Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a
Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and
stating what action the Borrower has taken and proposes to take with respect thereto.




     Section 6.04 Payment of Obligations. Pay, discharge or otherwise satisfy as the same shall become due and payable, all its
obligations and liabilities in respect of Taxes, assessments and governmental charges or levies
imposed upon the Borrower or such Restricted Subsidiary or upon its or such Restricted Subsidiary’s
property, income or assets, except, in each case, to the extent that (i) the failure to pay or
discharge the same could not reasonably be expected to, individually or in the aggregate, have a
Material Adverse Effect or (ii) such Taxes are being contested in good faith by appropriate
proceedings and adequate reserves have been made by the Borrower or the applicable Restricted
Subsidiary in accordance with GAAP.



     Section 6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good
standing under the Laws of the jurisdiction of its organization except in a transaction permitted
by Section 7.05 or 7.06; (b) take all reasonable action to maintain all rights,
privileges, permits, licenses and franchises necessary in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected
to have a Material Adverse Effect; and (c) maintain or renew all of its issued patents and
registered trademarks, trade names and service marks to the extent in the normal conduct of its
business,



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except to the extent failure to do any of the foregoing could not reasonably be expected
to have a Material Adverse Effect..




     Section 6.06 Maintenance of Properties. Except where the failure to do so could not reasonably be expected to have a Material
Adverse Effect, (a) maintain, preserve and protect all of its material properties and equipment
necessary in the operation of its business in good working order and condition, ordinary wear and
tear excepted; (b) make all necessary repairs thereto and renewals and replacements thereof; and
(c) use the standard of care typical in the industry in the operation and maintenance of its
facilities.



     Section 6.07 Maintenance of Insurance. Maintain with financially sound and reputable insurance companies, insurance with respect
to its properties and business against loss or damage of the kinds customarily insured against by
Persons engaged in the same or similar business, of such types and in such amounts (after giving
effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the
same or similar businesses as the Borrower and the Restricted Subsidiaries) as are customarily
carried under similar circumstances by such other Persons. From and after delivery of the
Mortgages pursuant to Section 6.17 hereof, if any portion of any Building owned, leased or
otherwise held by a Loan Party located on any Material Fee Owned Property, Material Leases or
Material Pipelines is at any time situated in an area identified as a special flood hazard area by
the Federal Emergency Management Agency or other applicable agency, the Borrower and the Restricted
Subsidiaries shall (i) maintain or cause to be maintained flood insurance in an amount no less than
the maximum amount of coverage available under the applicable Flood Insurance Laws and (ii) deliver
to the Administrative Agent evidence of such compliance in form and substance reasonably
satisfactory to the Administrative Agent.



     Section 6.08 Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs,
injunctions and decrees applicable to it or to its business or property, except in such instances
in which (a) such requirement of Law or order, writ, injunction or decree is being contested in
good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith
could not reasonably be expected to have a Material Adverse Effect.



     Section 6.09 Books and Records. Maintain proper books of record and account, in which entries in conformity with GAAP
consistently applied shall be made of all financial transactions and matters involving the assets
and business of the Borrower and such Subsidiary, as the case may be.



     Section 6.10 Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each
Lender to visit and inspect any of its properties, to examine its corporate, financial and
operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs,
finances and accounts with its directors, officers, and independent public accountants, and at such
reasonable times during normal business hours and as often as may be reasonably desired, upon
reasonable advance notice to the Borrower; provided, however, that, excluding any
such visits and inspections during the continuation of an Event of Default, only
the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative
Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not
exercise



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such rights more often than one (1) time during any calendar year absent the existence of
an Event of Default and only one (1) such time shall be at the Borrower’s expense absent the
existence of an Event of Default; provided, further, that when an Event of Default
exists the Administrative Agent or any Lender (or any of their respective representatives or
independent contractors) may do any of the foregoing at the expense of the Borrower at any time
during normal business hours and without advance notice.




     Section 6.11 Use of Proceeds. On the Closing Date, use the proceeds of this Agreement to consummate the Transaction.
Thereafter, the proceeds of this Agreement shall be used for working capital including the issuance
of Letters of Credit, capital expenditures, and for general corporate purposes not in contravention
of any Law or of any Loan Document. In no event shall the proceeds of any Loan or Letter of Credit
be used directly or indirectly for purposes of acquiring or carrying any margin stock (within the
meaning of Regulation U of the FRB) in violation of Regulation U.



     Section 6.12 Additional Subsidiaries; Guarantors and Pledgors; Security Documents; Further
Assurances. At Borrower’s sole cost and expense, take all of the following actions:




     (a) Notify the Administrative Agent and the Collateral Agent not later than three (3)
Business days after any Person becomes a Subsidiary, which notice shall provide the
information included in Schedule 5.12 as may be necessary for Schedule 5.12
to be accurate and complete as of the date of such notice and shall specify whether such
Person is a Restricted Subsidiary that is a Domestic Subsidiary (and if it is or is to be
treated as an Immaterial Subsidiary, information demonstrating to the reasonable
satisfaction of the Administrative Agent that such treatment is permitted), an Excluded
Subsidiary or an Unrestricted Subsidiary (and shall include compliance with the requirements
of Section 6.14 for designation as an Unrestricted Subsidiary).




     (b) In the case of any Restricted Subsidiary that is not an Excluded Subsidiary:




     (i) promptly after any Person becomes a Restricted Subsidiary that is not an
Excluded Subsidiary (and in any event within 30 days (or such longer period as the
Administrative Agent may agree in its reasonable discretion)), cause such Person to
(A) become a Guarantor by executing and delivering to the Administrative Agent a
counterpart of the Guaranty or such other document as the Administrative Agent shall
deem appropriate for such purpose, (B) deliver to the Administrative Agent documents
of the types referred to in Sections 4.01(a)(iii), (v) and
(vi) and 6.17 and, if requested by the Administrative Agent,
favorable opinions of counsel to such Person (which shall cover, among other things,
the legality, validity, binding effect and enforceability of the documentation
referred to in clause (A)), all in form, content and scope reasonably
satisfactory to the Administrative Agent, (C) cause each such Restricted Subsidiary
that is required to become a Subsidiary Guarantor under Section 6.12 to
furnish to the Administrative Agent a description of its Material Fee Owned
Properties, Material Pipelines
and Material Leases, in detail reasonably satisfactory to the Administrative
Agent, and (D) take and cause such Restricted Subsidiary and each other Loan Party
to



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take whatever action (including the recording of Mortgages, the filing of Uniform
Commercial Code financing statements and delivery of stock and membership interest
certificates) may be necessary in the reasonable opinion of the Administrative Agent
or the Collateral Agent to vest in the Collateral Agent valid Liens on the
Collateral as required by the Loan Documents, enforceable against all third parties
in accordance with their terms, except as such enforceability may be limited by
Debtor Relief Laws and by general principles of equity; and





     (ii) at the time that any Person becomes a Restricted Subsidiary that is not an
Excluded Subsidiary, and promptly thereafter (and in any event within 30 days (or
such longer period as the Administrative Agent may agree in its reasonable
discretion)): (A) cause all of the Equity Interests, or Eligible Equity Interests in
the case of a First-Tier Foreign Subsidiary, of such Person owned by a Loan Party to
be pledged to the Collateral Agent to secure the Obligations by executing and
delivering the Pledge and Security Agreement or a joinder thereto, (B) pursuant to
the Pledge and Security Agreement, deliver or cause to be delivered to the
Collateral Agent all certificates, stock powers and other documents required by the
Pledge and Security Agreement with respect to all such Equity Interests or Eligible
Equity Interests, as applicable, in any such Person, (C) take or cause to be taken
such other actions, all as may be necessary to provide the Collateral Agent with a
first priority perfected pledge on and security interest in such Equity Interests or
Eligible Equity Interests, as applicable, in such Subsidiary, and (D) deliver to the
Collateral Agent documents of the types referred to in Sections 4.01(a)(iii)
through (a)(v) and, if requested by the Collateral Agent, favorable opinions
of counsel to such Person (which shall cover, among other things, the legality,
validity, binding effect and enforceability of the documentation referred to in
clause (A)), all in form, content and scope reasonably satisfactory to the
Administrative Agent.




     (c) In the case of an acquisition of any Material Fee Owned Property, Material Pipeline
or Material Lease (including the renewal of any Material Lease) by any Loan Party, and such
Material Fee Owned Property, Material Pipeline or Material Lease is not already subject to a
perfected Lien pursuant to Section 6.12, the Borrower shall not later than ninety
(90) days (or such longer period as the Administrative Agent may agree in its reasonable
discretion) after such acquisition (or the date such property becomes a Material Fee Owned
Property or a Material Pipeline), deliver to the Collateral Agent counterparts to Mortgages
or Collateral Assignments (as applicable), Title Policies (other than with respect to any
Material Pipeline) and other documents in respect of such Material Fee Owned Property,
Material Pipelines and Material Leases in accordance with Sections 4.01 and
6.17.




     (d) Deliver to further secure the Obligations whenever requested by the Administrative
Agent or Collateral Agent in their sole and absolute discretion, deeds of trust, mortgages,
chattel mortgages, security agreements, flood hazard certification, evidence of title,
financing statements and other Security Documents in form and substance
reasonably satisfactory to the Administrative Agent and Collateral Agent for the
purpose



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of granting, confirming, and perfecting first and prior Liens or security interests,
subject only to Liens permitted under the Loan Documents, on any real or personal property
now owned or hereafter acquired by such Persons.





     (e) Subject to the limitations set forth herein, deliver and to cause each Guarantor to
deliver to the Collateral Agent any financing statements, continuation statements, extension
agreements and other documents, properly completed and executed (and acknowledged when
required) by such Persons in form and substance reasonably satisfactory to the Collateral
Agent and the Administrative Agent (including without limitation in connection with any
action taken pursuant to Section 7.05), which the Collateral Agent requests for the
purpose of perfecting, confirming, or protecting any Liens or other rights in any property
securing any Obligations.




     (f) The Borrower further agrees to promptly, upon request by the Administrative Agent
or Collateral Agent, or any Lender through the Administrative Agent, (i) correct any
material defect or error that may be discovered in any Security Document or in the
execution, acknowledgment, filing or recordation thereof or other document or instrument
relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record,
file, re-file, register and re-register any and all such further acts, deeds, certificates,
assurances and other instruments as the Administrative Agent or the Collateral Agent may
reasonably request from time to time in order to carry out more effectively the purposes of
this Agreement and the Security Documents.




     (g) Notwithstanding the foregoing:




     (i) (A) the Collateral shall not include any Excluded Collateral (and no
actions shall be required to be taken hereunder with respect thereto) and (B)
neither the Borrower nor any Guarantor will be required to enter into any control
agreement or deposit account agreement with any entity holding deposit accounts or
securities accounts of the Borrower or any Guarantor;




     (ii) nothing set forth herein shall require the creation or perfection of
pledges of or security interests in, or the obtaining of title insurance with
respect to, particular assets if and for so long as, in the reasonable judgment of
the Administrative Agent (after consultation with the Borrower), the cost of
creating or perfecting such pledges or security interests in such assets or
obtaining title insurance or surveys in respect of such assets is unreasonable in
relation to the benefits to be obtained by the Lenders therefrom; it being
understood that no surveys (other than previously conducted surveys) shall be
obtained or delivered with respect to the Material Fee Owned Property, Material
Leases or Material Pipelines and no title insurance shall be provided in respect of
any Material Pipelines;




     (iii) the Borrower shall not be required to take any action with respect to the
creation or perfection of security interests in any Material Lease other than to use
its commercially reasonable efforts (subject to the immediately preceding paragraph
and without any obligation to make any payment or provide any concession to any landlord in order to obtain any required consent) to create or
perfect



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such security interests, such efforts not to extend beyond the date such
security interests would otherwise be deliverable; and




     (iv) the Administrative Agent may grant extensions of time for the perfection
of security interests in or the obtaining of title insurance with respect to
particular assets where it reasonably determines, in consultation with the Borrower,
that perfection cannot be accomplished without undue effort or expense by the time
or times at which it would otherwise be required by this Agreement or the Security
Documents.



     Section 6.13 Environmental Matters; Environmental Reviews. Except, in each case, to the extent that the failure to do so could not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect, (a) comply in all
material respects with all Environmental Laws now or hereafter applicable to such Loan Party as
well as all contractual obligations and agreements with respect to environmental remediation or
other environmental matters, (b) obtain, at or prior to the time required by applicable
Environmental Laws, all environmental, health and safety permits, licenses and other authorizations
necessary for its operations and will maintain such authorizations in full force and effect, (c)
conduct any investigation, study, sampling and testing, and undertake any cleanup, removal,
remedial or other action necessary to remove and clean up all Hazardous Materials from any of its
properties, in accordance with the requirements of all Environmental Laws, and (d) promptly pay and
discharge when due all Environmental Liabilities and debts, claims, liabilities and obligations
with respect to any clean-up or remediation measures necessary to comply with Environmental Laws
unless, in each case, the same are being contested in good faith by appropriate proceedings
diligently conducted and adequate reserves in accordance with GAAP are being maintained by the
applicable Loan Party.



     Section 6.14 Designation and Conversion of Restricted and Unrestricted Subsidiaries


        .


     (a) Unless designated after the Closing Date in writing to the Administrative Agent
pursuant to this Section, any Person that becomes a Subsidiary of the Borrower or any of its
Restricted Subsidiaries shall be classified as a Restricted Subsidiary.




     (b) Subject to the limitations set forth in the definition of “Unrestricted
Subsidiary,” the Borrower may designate any Subsidiary (including a newly formed or newly
acquired Subsidiary) as an Unrestricted Subsidiary if (i) the representations and warranties
of the Loan Parties contained in each of the Loan Documents are true and correct in all
material respects on and as of such date as if made on and as of the date of such
designation (or, if stated to have been made expressly as of an earlier date, were true and
correct as of such date), (ii) after giving effect to such designation, no Default or Event
of Default would exist, (iii) immediately after giving effect to such designation, the
Borrower and its Restricted Subsidiaries shall be in pro forma compliance with all of the
covenants set forth in Section 7.11 as of the last day of the immediately preceding
Test Period for which a Compliance Certificate has been delivered (determined on a Pro Forma
Basis giving effect to such designation), and (iv) no Subsidiary may be designated as an
Unrestricted Subsidiary if it will be treated as a “restricted subsidiary” for purposes of
any indenture or agreement governing Indebtedness in an aggregate principal amount
of at least $25,000,000. The designation of any Restricted Subsidiary as an
Unrestricted Subsidiary



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shall constitute an Investment by the Borrower and the Restricted
Subsidiaries therein at the date of designation in an amount equal to the net book value of
their investments therein at the time of such designation. In the event any Person becomes
a Subsidiary as a result of the Borrower or a Restricted Subsidiary making a further
Investment (an “Investment Increase”) in a Person in which the Borrower or such
Restricted Subsidiary had previously made or had an Investment and such Person was not then
a Subsidiary, the Borrower or such Restricted Subsidiary may designate such Subsidiary as an
Unrestricted Subsidiary without any change or adjustment in the amount of any Investment
under Section 7.02 other than giving effect to the amount of such Investment
Increase.




     (c) The Borrower may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary if after giving effect to such designation, (i) the representations and
warranties of the Loan Parties contained in each of the Loan Documents are true and correct
in all material respects on and as of such date as if made on and as of the date of such
redesignation (or, if stated to have been made expressly as of an earlier date, were true
and correct as of such date), (ii) after giving effect to such designation, no Default or
Event of Default would exist and (iii) immediately after giving effect to such designation,
the Borrower and its Restricted Subsidiaries shall be in pro forma compliance with all of
the covenants set forth in Section 7.11 as of the last day of the immediately
preceding Test Period for which a Compliance Certificate has been delivered (determined on a
Pro Forma Basis giving effect to such designation). The designation of any Unrestricted
Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of
designation of any Indebtedness or Liens of such Subsidiary existing at such time.



     Section 6.15 Maintenance of Corporate Separateness. Satisfy customary corporate or limited liability company formalities, including the
maintenance of corporate and business records.



     Section 6.16 Maintenance of Ratings. Use commercially reasonable efforts to cause the Facilities provided for herein to be
continuously rated by S&P and Moody’s.



     Section 6.17 Post-Closing Real Estate Matters. With respect to any Material Fee Owned Property, Material Lease or Material Pipeline owned
or leased on the Closing Date, the Borrower shall, and shall cause each Restricted Subsidiary to
use commercially reasonable efforts to within ninety (90) days from the Closing Date (as such
period may be extended by the Administrative Agent in its reasonable discretion) take the following
actions:




     (a) deliver to the Collateral Agent (w) counterparts of a Mortgage with respect to each
Material Fee Owned Property, each Material Lease and each Material Pipeline, in each case,
duly executed and delivered by the record owner or lessee, as applicable, of such property,
(x) a policy or policies of title insurance issued by a nationally recognized title
insurance company insuring the Lien of each such Mortgage (other than with respect to the
Material Pipelines) as a valid Lien on the property described therein, free of any other
Liens except Permitted Liens, together with such endorsements, coinsurance and reinsurance
as the Administrative Agent may reasonably request (each, a
“Title Policy”), (y) an opinion from Texas counsel to the Loan Parties and
Louisiana counsel to the Loan Parties, reasonably satisfactory to the Administrative Agent,
with



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respect to the enforceability and perfection of such Mortgages and any related fixture
filings, in each case in form and substance reasonably satisfactory to the Administrative
Agent, and (z) such existing surveys, existing abstracts, existing appraisals, title
information and other documents as the Administrative Agent may reasonably request with
respect to any such mortgaged property. The foregoing shall not require the obtaining of
title insurance or surveys (other than existing surveys) with respect to particular assets
if and for so long as, in the reasonable judgment of the Administrative Agent (after
consultation with the Borrower), the cost of obtaining title insurance in respect of such
assets is unreasonable in relation to the benefits to be obtained by the Lenders therefrom;
it being understood that no surveys (other than existing surveys) shall be obtained or
delivered with respect to the Material Fee Owned Properties, Material Leases or Material
Pipelines and no title insurance shall be provided in respect of any Material Pipelines.
The Administrative Agent may grant extensions of time for the obtaining of title insurance
with respect to particular assets where it reasonably determines, in consultation with the
Borrower, that obtaining such title insurance cannot be accomplished without undue effort or
expense by the time or times at which it would otherwise be required by this Agreement or
the Security Documents. Notwithstanding the foregoing or anything in this Agreement or any
other Loan Document to the contrary, the Borrower shall not be required to take any action
with respect to the creation or perfection of security interests in any Material Fee Owned
Property, Material Lease or Material Pipeline other than to use its commercially reasonable
efforts (subject to the immediately preceding sentence and without any obligation to make
any payment or provide any concession to any landlord in order to obtain any required
consent) to create or perfect such security interests, such efforts not to extend beyond the
date such security interests would otherwise be deliverable;





     (b) deliver to the Collateral Agent a completed “Life-of-Loan” Federal Emergency
Management Agency Standard Flood Hazard Determination with respect to each Material Fee
Owned Property, each Material Lease and each Material Pipeline (other than any portion of
any Material Pipeline on which there does not exist a Building, as certified by the Borrower
and each applicable Subsidiary pursuant to an officer’s certificate substantially in the
form of Exhibit P), in each case, together with a notice about special flood hazard
area status and flood disaster assistance duly executed by the Borrower and each applicable
Restricted Subsidiary relating thereto;




     (c) deliver to the Collateral Agent a copy of, or a certificate as to coverage under,
the insurance policies required by Section 6.07 and the applicable provisions of the
Security Documents, each of which shall be endorsed or otherwise amended to include a
“standard” or “New York” lender’s mortgagee endorsement (as applicable) and shall name the
Collateral Agent, on behalf of the Secured Parties, as additional insured, in form and
substance satisfactory to the Administrative Agent; provided that if any portion of
any Building located on any Material Fee Owned Property, Material Leases or Material
Pipelines is situated in an area identified as a special flood hazard area by Federal
Emergency Management Agency or other applicable agency, such certificate shall include
evidence in form and substance reasonably satisfactory to the Administrative Agent
of flood insurance in an amount no less than the maximum amount of coverage available
under the applicable Flood Insurance Laws.



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     (d) deliver to the Collateral Agent evidence that all other actions, including delivery
of consents, recordings and filings and payment of all title insurance premiums, mortgage
recording taxes and other applicable costs and expenses, that the Administrative Agent may
deem reasonably necessary shall have been taken, completed or otherwise provided for in a
manner reasonably satisfactory to the Administrative Agent; and




     (e) deliver to the Collateral Agent legal opinions from (i) corporate counsel to the
Borrower or a Restricted Subsidiary, as applicable, and (ii) local counsel in each
jurisdiction where any Material Fee Owned Property, any Material Lease or any Material
Pipeline is located or where Borrower or any Restricted Subsidiary executing and delivering
a Mortgage pursuant to this Agreement is organized, in each case addressed to each Agent,
the Secured Parties, and their respective successors and assigns and otherwise in form and
substance reasonably satisfactory to the Administrative Agent.



     Section 6.18 Back-Stop of Existing L/Cs.




     On or prior to the 30th day following the Closing Date (or such later date as may be agreed to
by Credit Suisse AG in its sole discretion), the Borrower will cause (i) Existing L/Cs to be
returned to Credit Suisse AG for cancellation and/or (ii) Letters of Credit to be issued by
Deutsche Bank in favor of Credit Suisse AG pursuant to “back-to-back” arrangements with respect to
Existing L/Cs (the “Back-Stop L/Cs”) that are reasonably satisfactory to Credit Suisse AG,
in either case, to the extent necessary so that the excess of the aggregate face amount of Existing
L/Cs over the amount of Back-Stop L/Cs is less than or equal to $40,000,000. To the extent an
Existing L/C been supported by a Back-Stop L/C, such Existing L/C shall not be considered to be a
Letter of Credit for any purpose under any Loan Document, provided that the Borrower shall
comply with its obligations under the separate letter agreement between the Borrower and Credit
Suisse AG dated as of January 5, 2010 (as the same may be amended or modified in accordance with
the terms thereof), including those obligations determined by reference to this Agreement.



ARTICLE VII.




NEGATIVE COVENANTS



     So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied (other than contingent obligations with respect to
which no claim has been asserted), or any Letter of Credit shall remain outstanding, the Borrower
shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly:



     Section 7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, other than the following:




     (a) Liens pursuant to any Loan Document;




     (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any
renewals or extensions thereof, provided that (i) the Lien does not extend to any
additional property other than after-acquired property that is affixed or incorporated into
the



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property covered by such Lien, (ii) the amount secured or benefited thereby is not
increased except as contemplated by Section 7.03(s), (iii) the direct or any
contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of
the obligations secured or benefited thereby is permitted by Section 7.03(s);




     (c) Liens for taxes not yet due or which are being contested in good faith and by
appropriate proceedings diligently conducted, if adequate reserves with respect thereto are
maintained on the books of the applicable Person in accordance with GAAP;




     (d) landlords, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or
other like Liens arising in the ordinary course of business which are not overdue for a
period of more than 30 days or if more than thirty (30) days overdue, are unfiled and no
other action has been take to enforce such Lien or which are being contested in good faith
and by appropriate proceedings diligently conducted, if adequate reserves with respect
thereto are maintained on the books of the applicable Person in accordance with GAAP
provided that such Liens (i) do not secure Indebtedness, (ii) arise by operation of
law or contract and (iii) in the case of Liens arising by contract, do not preclude Liens
securing the Obligations;




     (e) (i) pledges or deposits in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other social security legislation, other
than any Lien imposed by ERISA and (ii) pledges and deposits in the ordinary course of
business securing liability for reimbursement or indemnification obligations of (including
obligations in respect of letters of credit or bank guarantees for the benefit of) insurance
carriers providing property, casualty or liability insurance to the Borrower or any of its
Restricted Subsidiaries or any Unrestricted Subsidiary or the MLP and (iii) Liens on
proceeds of insurance policies securing Indebtedness permitted under Section
7.03(m);




     (f) deposits, prepayments or cash pledges to secure the performance of bids, trade
contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other
than bonds related to judgments or litigation), performance bonds and other obligations of a
like nature incurred in the ordinary course of business;




     (g) leases, licenses, subleases, sublicenses, easements, rights-of-way, servitudes,
permits, reservations, exceptions, covenants and other rights or restrictions as to the use
of real property, and other similar encumbrances incurred in the ordinary course of business
which, with respect to all of the foregoing, do not secure the payment of Indebtedness of a
Loan Party (other than pursuant to the Loan Documents) and which do not individually or in
the aggregate materially detract from the value of the property subject thereto or
materially interfere individually or in the aggregate with the ordinary conduct of the
business of the applicable Person;




     (h) Liens securing judgments for the payment of money not constituting an Event of
Default under Section 8.01(h) or securing appeal or other surety bonds related to
such judgments;




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     (i) Liens securing Capital Leases and purchase money Indebtedness permitted under
Section 7.03(e); provided that such Liens securing purchase money
Indebtedness do not at any time encumber any property other than the property financed by
such Indebtedness and the proceeds and products thereof; provided that individual
financings of equipment provided by one lender may be cross collateralized to other
financings of equipment provided by such lender;




     (j) Liens existing upon property acquired in an acquisition of any Person that becomes
a Restricted Subsidiary, existing at the time of such acquisition and not incurred in
contemplation thereof, and not upon any other property, securing only Indebtedness permitted
by Section 7.03(i);




     (k) Zoning, building codes and other land use laws regulating the use or occupancy of
any real or the activities conducted thereon which are imposed by any governmental authority
having jurisdiction over such real property which are not violated by the current use or
occupancy of such real property or the operation of the business of the Borrower or any
Restricted Subsidiary thereon;




     (l) Liens (i) of a collection bank arising under Section 4-210 of the UCC on items in
the course of collection, (ii) attaching to commodity trading accounts or other commodities
brokerage accounts incurred in the ordinary course of business, (iii) in favor of a banking
institution arising as a matter of law encumbering deposits (including the right of setoff)
and which are within the general parameters customary in the banking industry or (iv) in
connection with Cash Management Obligations and other obligations in respect of netting
services, overdraft protections and similar arrangements, in each case in connection with
deposit accounts in the ordinary course of business and that are limited to Liens customary
in such arrangements;




     (m) Liens (i) on cash advances in favor of the seller of any property to be acquired in
an Investment permitted pursuant to Sections 7.01(i) and (j), to be applied
against the purchase price for such Investment, and (ii) consisting of an agreement to
Dispose of any property in a Disposition permitted under Section 7.05, in each case,
solely to the extent such Investment or Disposition, as the case may be, would have been
permitted on the date of the creation of such Lien;




     (n) Liens (i) on Swap Contracts or commodity trading accounts or other brokerage
accounts, (ii) on cash or other Investments posted as initial deposits or margin deposits,
(iii) on accounts receivable related to a Swap Contract or a commodity trading account or
other brokerage account, and (iv) on proceeds from the property described in the foregoing
clauses (i)-(iii) that secure obligations incurred in the ordinary course of
business and not for speculative purposes (A) under Swap Contracts or under commodity
trading accounts or other brokerage accounts and (B) under netting arrangements in
connection with Swap Contracts or commodity trading accounts or other brokerage accounts;




     (o) Liens on property of any Foreign Subsidiary, which Liens secure Indebtedness of the
applicable Foreign Subsidiary permitted under Section 7.03; provided that



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such Liens do not at any time encumber any property other than the property of such Foreign
Subsidiary or other Foreign Subsidiary;




     (p) Liens in favor of the Borrower or a Restricted Subsidiary securing Indebtedness
permitted under Section 7.03(g); provided, that any such Lien on any Collateral
shall be junior to the Liens on the Collateral securing the Obligations;




     (q) Liens on Collateral securing Secured Swap Obligations; provided such Liens
shall be subject to the terms of the Intercreditor Agreement;




     (r) [Reserved];




     (s) Liens on Collateral securing Senior Secured Notes; provided that such Liens
shall be subject to an Intercreditor Agreement; and




     (t) other Liens securing obligations incurred in the ordinary course of business which
obligations do not exceed $30,000,000 at any one time outstanding.



     Section 7.02 Investments. Make any Investments, except:




     (a) Investments held by the Borrower or such Restricted Subsidiary in the form of cash
equivalents;




     (b) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party,
(ii) by any Restricted Subsidiary that is not a Loan Party in any other such Restricted
Subsidiary that is also not a Loan Party and (iii) by any Loan Party in any Restricted
Subsidiary that is not a Loan Party; provided that the aggregate amount of
Investments pursuant to this clause (iii) shall not exceed $50,000,000;




     (c) Investments consisting of, resulting from or received in connection with, as
applicable, Liens, Indebtedness, fundamental changes, Dispositions and Restricted Payments,
respectively permitted under Sections 7.01, 7.03, 7.05, 7.06
or 7.07;




     (d) loans and advances to any Holding Company in lieu of, and not in excess of the
amount of (after giving effect to any other loans, advances or Restricted Payments in
respect thereof), any Restricted Payments permitted to be made to such Holding Company in
accordance with Section 7.07;




     (e) Investments consisting of extensions of credit in the nature of accounts receivable
or notes receivable arising from the grant of trade credit in the ordinary course of
business, and Investments received in satisfaction or partial satisfaction thereof from
financially troubled account debtors to the extent reasonably necessary in order to prevent
or limit loss;




     (f) Investments existing or contemplated on the Closing Date and set forth on
Schedule 7.02;




     (g) Investments in Swap Contracts permitted under Section 7.03;



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     (h) loans or advances to officers, directors and employees of the Borrower and the
Restricted Subsidiaries (i) for reasonable and customary business-related travel,
entertainment, relocation and analogous ordinary business purposes, (ii) to fund the
purchase of Equity Interests in the Borrower or any Restricted Subsidiary or any Holding
Company under compensation plans approved by the Board of Directors of the issuer of such
Equity Interests in good faith (provided that the proceeds of such loans or advances
are promptly invested in such Equity Interests and contributed to the Borrower) and (iii)
for purposes not described in the foregoing clause (i) or (ii), in an
aggregate principal amount outstanding not to exceed $10,000,000;




     (i) the purchase or other acquisition of property and assets or businesses of any
Person or of assets constituting a business unit, a line of business or division of such
Person, or Equity Interests in a Person (including as a result of a merger or
consolidation); provided that, with respect to each purchase or other acquisition
made pursuant to this Section 7.02(i) (each, a “Permitted Acquisition”):




     (i) the Borrower or such Restricted Subsidiary will have complied with
Section 6.12, to the extent required thereby within the times specified
therein;




     (ii) not less than 75% of the Consolidated EBITDA attributable to any Person or
assets so acquired (as determined in good faith by the Borrower) shall be
attributable to assets that become directly owned by the Borrower and/or one or more
Guarantors (including any Person that becomes a Guarantor in connection therewith),
and the Borrower or such Guarantors will have complied with Section 6.12, to
the extent required thereby within the times specified therein;




     (iii) (1) immediately before and immediately after giving pro forma effect to
any such purchase or other acquisition, no Default shall have occurred and be
continuing and (2) immediately after giving effect to such purchase or other
acquisition, the Borrower and its Restricted Subsidiaries shall be in pro forma
compliance with each of the covenants set forth in Section 7.11 as of the
last day of the immediately preceding Test Period for which a Compliance Certificate
has been delivered (determined on a Pro Forma Basis giving effect to such Permitted
Acquisition);




     (j) Investments in Holdco Loans, Senior Secured Notes, Senior Unsecured Notes or other
Indebtedness of the Borrower or any of its Restricted Subsidiaries;




     (k) any Investment owned by a Person at the time such Person is acquired and becomes a
Restricted Subsidiary pursuant to a Permitted Acquisition; provided that (i) such
Investment was not made in connection with or in contemplation of such Permitted Acquisition
and (ii) any incremental Investments shall not be permitted by this clause (k);




     (l) advances of payroll payments to employees in the ordinary course of business;



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     (m) Investments to the extent that payment for such Investments is made solely with
Equity Interests (other than Disqualified Equity Interests) of the Borrower after a
Qualifying IPO of the Borrower;




     (n) Investments of a Restricted Subsidiary engaged in a Similar Business acquired after
the Closing Date or of a corporation merged into the Borrower or merged or consolidated with
a Restricted Subsidiary in accordance with Section 7.05 after the Closing Date to
the extent that such Investments were not made in contemplation of or in connection with
such acquisition, merger or consolidation and were in existence on the date of such
acquisition, merger or consolidation;




     (o) Investments consisting of MLP GP Units received in connection with an MLP GP IPO;




     (p) Guarantees by the Borrower or any Restricted Subsidiary of obligations that do not
constitute Indebtedness entered into in the ordinary course of business;




     (q) so long as, immediately after giving effect to any such Investment, no Default has
occurred and is continuing and the Borrower and the Restricted Subsidiaries will be in
compliance with the covenants set forth in Section 7.11 (determined on a Pro Forma
Basis giving effect to such Investment determined as of the last day of the immediately
preceding Test Period for which a Compliance Certificate has been delivered), Investments
that do not exceed $75,000,000 in the aggregate at any one time, provided that
additional Investments in excess of such limitation may be made in reliance upon this clause
to the extent treated as Restricted Payments and allowed under Section 7.07(i) at
such time;




     (r) Investments in any Existing JV for the purpose of making capital expenditures at
such Existing JVs that do not exceed $50,000,000 in the aggregate at any one time;




     (s) any other Investments in connection with the replacement, substitution, restoration
or repair of assets on account of a Casualty Event to the extent such assets were covered by
casualty insurance maintained by the Borrower or a Restricted Subsidiary;




     (t) any Investment made with net cash proceeds of equity contributions made to the
Borrower after the Closing Date (other than pursuant to Section 8.05) which were
contributed for the purpose of enabling the Borrower or any Restricted Subsidiary to make
such Investments.


          For purposes of covenant compliance, the amount of any Investment under clause
(b), (h), (q) or (r) (1) shall be the amount actually invested less
cash returns on such Investment and (2) any limitations on such Investments will be increased by
the amount of cash distributed
to the Borrower or a Restricted Subsidiary in respect of each Investment, without adjustment
for subsequent increases or decreases in the value of such Investment.



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     Section 7.03 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:




     (a) Indebtedness under the Loan Documents;




     (b) Indebtedness outstanding on the Closing Date and listed on Schedule 7.03;




     (c) Guarantees of the Borrower or any Guarantor in respect of Indebtedness otherwise
permitted hereunder of the Borrower or any Restricted Subsidiary;




     (d) obligations (contingent or otherwise) of the Borrower or any Restricted Subsidiary
existing or arising under any Swap Contract with a Hedging Party designed to hedge against
interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary
course of business and not for speculative purposes;




     (e) Indebtedness in respect of Capital Lease Obligations, Synthetic Lease Obligations
and purchase money obligations for fixed or capital assets within the requirements set forth
in Section 7.01(i);




     (f) unsecured Indebtedness of the Borrower and the Guarantors incurred to finance a
Permitted Acquisition, provided that (i) no principal of such Indebtedness is
scheduled to mature earlier than 180 days after the Term Loan Maturity Date and (ii) after
giving effect to such Indebtedness and the application of any of the proceeds thereof on the
issuance date no Default or Event of Default shall exist and, the Borrower shall be in pro
forma compliance with all of the covenants set forth in Section 7.11 as of the last
day of the immediately preceding Test Period for which a Compliance Certificate has been
delivered (determined on a Pro Forma Basis giving effect to the incurrence of such
Indebtedness and the use of proceeds thereof);




     (g) Indebtedness of any Restricted Subsidiary owing to the Borrower or another
Restricted Subsidiary subordinated to the Obligations on terms satisfactory to the
Administrative Agent;




     (h) unsecured Guarantees by the Borrower and the Guarantors of the Holdco Loans; so
long as, at the time any such Guarantee is incurred, the Consolidated Leverage Ratio as of
the last day of the immediately preceding Test Period for which a Compliance Certificate has
been delivered (determined on a Pro Forma Basis giving effect to the incurrence of such
Guarantee) is less than or equal to 4.00:1.00;




     (i) Indebtedness of any Person acquired or assumed in an acquisition, existing at the
time of such acquisition and not incurred in contemplation thereof; provided that
such Indebtedness shall not be secured except to the extent such Indebtedness is secured by
Liens permitted by Section 7.01(j); provided, further, that other
than as otherwise permitted hereunder no Person, other than the obligor or obligors thereon at the time
of such acquisition shall become liable for such Indebtedness;



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     (j) Cash Management Obligations and other Indebtedness in respect of netting services,
overdraft protections and similar arrangements, in each case in connection with deposit
accounts in the ordinary course of business and discharged within two Business Days of its
incurrence;




     (k) Indebtedness representing deferred compensation to employees of the Borrower and
its Restricted Subsidiaries incurred in the ordinary course of business;




     (l) Customary indemnification obligations or customary obligations in respect of
purchase price or other similar adjustments, in each case incurred by the Borrower or any
Restricted Subsidiary in connection with the Disposition of any assets permitted hereby, or
any Investment permitted hereby or any Permitted Acquisition, but excluding Guarantees of
Indebtedness; provided that (i) such obligations are not required to be reflected on
the balance sheet of the Borrower or any Restricted Subsidiary (contingent obligations
referred to in a footnote to financial statements and not otherwise reflected on the balance
sheet will not be deemed to be reflected on such balance sheet for purposes of this
clause (l)(i)) and (ii) the maximum liability in respect of all such obligations
incurred in connection with any Disposition shall at no time exceed the gross proceeds,
including noncash proceeds (the fair market value of such noncash proceeds being measured at
the time received and without giving effect to any subsequent changes in value), actually
received by the Borrower and its Restricted Subsidiaries in connection with such
Disposition;




     (m) Indebtedness consisting of (i) the financing of insurance premiums or (ii)
customary take-or-pay obligations contained in supply agreements, in each case, in the
ordinary course of business;




     (n) Obligations in respect of performance, bid, appeal and surety bonds and performance
and completion guarantees and similar obligations provided by the Borrower or any of its
Restricted Subsidiaries, in each case in the ordinary course of business;




     (o) Indebtedness for borrowed money of the Borrower or any Guarantor and Guaranties
thereof by the Borrower or one or more of the Guarantors; provided that (i) the
aggregate principal amount of such Indebtedness does not exceed $100,000,000 at any time
outstanding, (ii) no principal of such Indebtedness is scheduled to mature earlier than 180
days after the Term Loan Maturity Date, (iii) after giving effect to such Indebtedness and
the application of any of the proceeds thereof on the issuance date no Default or Event of
Default shall exist and the Borrower shall be in compliance with the covenants contained in
Section 7.11 as of the last day of the immediately preceding Text Period for which a
Compliance Certificate has been delivered (determined on a Pro Forma Basis giving effect to
the incurrence of such Indebtedness and the use of proceeds therefrom), and such principal
amount of such Indebtedness cannot be prepaid except in accordance with Section
7.04;




     (p) so long as (i) no Default or Event of Default exists before and after giving effect
to the incurrence thereof and (ii) the Net Cash Proceeds of the issuance of such
In



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debtedness are used to prepay the Loans in accordance with the terms of Section
2.05(b)(iii), Senior Secured Notes;




     (q) Indebtedness in respect of the Senior Unsecured Notes;




     (r) Indebtedness not otherwise permitted by the foregoing clauses of this Section
7.03; provided that the aggregate principal or face amount of all such
Indebtedness shall not exceed $25,000,000 at any time outstanding;




     (s) any Permitted Refinancing of any Indebtedness otherwise permitted to be incurred
under clauses (b), (e), (f), (i), (p) or (q)
and this clause (s) of this Section; and




     (t) all premiums (if any), interest (including post-petition interest), fees, expenses,
charges and additional or contingent interest on obligations described in clauses
(a) through (s) above.



     Section 7.04 Prepayment of Certain Indebtedness. Pay the principal of any Indebtedness that is subordinated to the Obligations or any other
Indebtedness incurred pursuant to Section 7.03(f) or (o) (or any Permitted
Refinancing of any such Indebtedness), other than (a) pursuant to a Permitted Refinancing, (b) by
the exchange for, conversion to, or with the proceeds of Qualified Equity Interests, or (c) with
cash so long as the Borrower is otherwise permitted to make a Restricted Payment pursuant to
Section 7.07(i); provided that any repayment made pursuant to this clause will
result for a dollar for dollar deduction in amounts available to be used for Restricted Payments
made pursuant to Section 7.07(i).



     Section 7.05 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether
in one transaction or in a series of transactions) all or substantially all of its assets (whether
now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default
exists or would result therefrom:




     (a) any Restricted Subsidiary may merge with (i) the Borrower, provided that
the Borrower shall be the continuing or surviving Person, or (ii) any one or more other
Restricted Subsidiaries, provided that when any Wholly Owned Subsidiary is merging
with another Restricted Subsidiary, the Wholly Owned Subsidiary shall be the continuing or
surviving Person and shall have, to the extent required thereby, complied with the
requirements of Section 6.12;




     (b) (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate
with or into any other Restricted Subsidiary that is not a Loan Party and (ii) any
Restricted Subsidiary may liquidate or dissolve or change its legal form if the Borrower
determines in good faith that such action is in the best interests of the Borrower and its
Restricted Subsidiaries and is not materially disadvantageous to the Lenders and shall have,
to the extent required thereby, complied with the requirements of Section 6.12;




     (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets
(upon voluntary liquidation or otherwise) to the Borrower or to another Restricted
Subsidiary; provided that if the transferor in such a transaction is a Wholly Owned




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Subsidiary, then the transferee must either be the Borrower or a Wholly Owned Subsidiary;
provided, further that if the transferor in any such a transaction is a
Guarantor, then the transferee must either be the Borrower or Guarantor and shall have, to
the extent required thereby, complied with the requirements of Section 6.12;




     (d) so long as no Default exists or would result therefrom, any Restricted Subsidiary
may merge with any other Person in order to effect an Investment permitted pursuant to
Section 7.02;




     (e) so long as no Default has occurred and is continuing or would result therefrom,
each of the Borrower and any of its Restricted Subsidiaries may merge into or consolidate
with any other Person or permit any other Person to merge into or consolidate with it;
provided, however, that in each case, immediately after giving effect
thereto (i) in the case of any such merger to which the Borrower is a party, the Borrower is
the surviving entity and shall have, to the extent required thereby, complied with the
requirements of Section 6.12 and (ii) in the case of any such merger to which any
Loan Party (other than the Borrower) is a party, such Loan Party is the surviving entity and
shall have, to the extent required thereby, complied with the requirements of Section
6.12; and




     (f) so long as no Default exists or would result therefrom, a merger, dissolution,
liquidation, consolidation or Disposition, the purpose and effect of which is to consummate
a Disposition permitted pursuant to Section 7.06.



     Section 7.06 Dispositions. Make any Disposition, except:




     (a) Dispositions of obsolete or worn out property, whether now owned or hereafter
acquired, and Dispositions in the ordinary course of business of property no longer used or
useful in the conduct of the business of the Borrower and its Restricted Subsidiaries;




     (b) Dispositions of inventory, goods and products, cash equivalents, cash or other
immaterial assets in the ordinary course of business;




     (c) Dispositions of property to the extent that (i) such property is exchanged for
credit against the purchase price of similar property and shall have, to the extent required
thereby, complied with the requirements of Section 6.12 or (ii) the proceeds of such
Disposition are promptly applied to the purchase price of such similar property and shall
have, to the extent required thereby, complied with the requirements of Section
6.12;




     (d) Constituting Restricted Payments permitted by Section 7.07, Permitted Liens
and Investments permitted by Section 7.02;




     (e) Dispositions of property acquired by the Borrower or any Restricted Subsidiary
after the Closing Date pursuant to sale-leaseback transactions; provided that the
applicable sale-leaseback transaction (i) occurs within 270 days after the acquisition or



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construction (as applicable) of such property and (ii) is made for cash consideration not
less than the cost of acquisition or construction of such property;




     (f) Dispositions of accounts receivables in connection with the collection or
compromise thereof in the ordinary course of business;




     (g) Leases, subleases, licenses or sublicenses (including the provision of software
under an open source license), easements, rights of way or similar rights or encumbrances in
each case in the ordinary course of business and which do not secure the payment of
Indebtedness of a Loan Party (other than pursuant to the Loan Documents) and which do not
individually or in the aggregate materially detract from the value of the property subject
thereto or materially interfere with the business of the Borrower and its Restricted
Subsidiaries;




     (h) Dispositions resulting from Casualty Events and transfers of property that has
suffered a Casualty Event (constituting a total loss or constructive total loss of such
property) upon receipt of the Net Cash Proceeds of such Casualty Event;




     (i) Dispositions of Investments in joint ventures to the extent required by, or made
pursuant to customary buy/sell arrangements between, the joint venture parties set forth in
joint venture arrangements and similar binding arrangements;




     (j) Dispositions of property, subject to the Security Documents, by the Borrower or any
Restricted Subsidiary to the Borrower or to a Wholly Owned Subsidiary of the Borrower;
provided that if the transferor of such property is the Borrower or a Guarantor, the
transferee thereof must either be the Borrower or a Guarantor and the applicable transferee
shall have, to the extent required thereby, complied with the requirements of Section
6.12;




     (k) Dispositions permitted under Section 7.05;




     (l) Dispositions by the Borrower and its Restricted Subsidiaries not otherwise
permitted under clauses (a) through (k) of this Section 7.06;
provided that (i) at the time of such Disposition, no Default shall exist or would
result from such Disposition, (ii) if the fair market value of the assets subject to such
Disposition exceeds $10,000,000, such Disposition is for 75% cash or cash equivalents and
(iii) the Borrower shall make the prepayment or reinvestment of proceeds of such Disposition
as required by Section 2.05(b)(ii);




     (m) any Disposition of MLP Units in connection with an Open Market Repurchase permitted
hereunder;




     (n) an MLP GP IPO; and




     (o) the abandonment, failure to maintain or renew or other Disposition of any IP Rights
in the ordinary course of business or as may be decided by Borrower in its



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reasonable
judgment or that are not material to the conduct of the business of the Borrower and its
Restricted Subsidiaries;



provided, however, that any Disposition pursuant to clause (a),
(b), (c), (e), (f), (i), (j), (k) or
(l) shall be for fair market value.




     No Loan Party will discount, sell, pledge or assign any notes payable to it, accounts
receivable or future income except for Dispositions permitted by clause (f). So long as no
Event of Default then exists, the Administrative Agent will, at the Borrower’s request and expense,
execute a release, satisfactory to the Borrower and the Administrative Agent, of any Collateral so
Disposed of to a Person other than the Borrower or a Guarantor pursuant to this Section.



     Section 7.07 Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation
(contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be
continuing at the time of any action described below or would result therefrom:




     (a) each Subsidiary may make Restricted Payments to the Borrower, the Guarantors and
any other Person that owns an Equity Interest in such Subsidiary, ratably according to their
respective holdings of the type of Equity Interest in respect of which such Restricted
Payment is being made;




     (b) the Borrower and each Subsidiary may declare and make dividend payments or other
distributions payable solely in the common stock or other common Equity Interests of such
Person;




     (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity
Interests issued by it with the proceeds received from the substantially concurrent issue of
new shares of its common stock or other common Equity Interests;




     (d) Restricted Payments made on the Closing Date in connection with the Transaction;




     (e) to the extent constituting Restricted Payments, the Borrower and the Restricted
Subsidiaries may enter into and consummate transactions expressly permitted by any provision
of Section 7.04 or 7.09;




     (f) repurchases of Equity Interests in the Borrower or any Restricted Subsidiary deemed
to occur upon exercise of stock options or warrants to the extent that such Equity Interests
represent a portion of the exercise price of such options or warrants;




     (g) the Borrower may pay (or make Restricted Payments to allow any Holding Company to
pay) for the repurchase, retirement or other acquisition or retirement for value of Equity
Interests of the Borrower or of any Holding Company held by any future, present or former
employee or director of the Borrower or any direct or indirect parent of
the Borrower or any of its Subsidiaries pursuant to any employee or director equity
plan, employee or director stock option plan or any other employee or director benefit plan



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or any agreement (including any stock subscription or shareholder agreement) with any
employee or director of the Borrower or any of its Subsidiaries; provided that the
aggregate Restricted Payments made under this clause (g) do not exceed in any
calendar year $5,000,000 (with unused amounts in any calendar year being carried over to
succeeding calendar years subject to a maximum (without giving effect to the following
proviso) of $10,000,000 in any calendar year); provided, further, that such
amount in any calendar year may be increased by an amount not to exceed (i) the cash
proceeds received by the Borrower during such year from any sale or issuance of any
Qualified Equity Interests of the Borrower and, to the extent contributed in cash to the
Borrower, from issuances of Equity Interests of any Holding Company, in each case to members
of management, directors, managers or consultants of the Borrower, any of its Subsidiaries
or any Holding Company that occurs after the Closing Date, in each case to the extent not
used for any other purpose permitted by this Agreement, plus (ii) the cash proceeds of key
man life insurance policies received by the Borrower and the Restricted Subsidiaries during
such year, less (iii) the amount of any Restricted Payments previously made pursuant to
subclauses (i)and (ii) of this clause (g); and provided,
further, that cancellation of Indebtedness owing to the Borrower from members of
management, directors, managers or consultants of the Borrower, any Holding Company or any
Restricted Subsidiary in connection with a repurchase of Equity Interests of the Borrower or
any Holding Company will not be deemed to constitute a Restricted Payment for purposes of
this Section 7.07 or any other provision of this Agreement;




     (h) the Borrower and its Restricted Subsidiaries may make Restricted Payments to the
Borrower’s direct Holding Company for the Borrower’s direct or indirect Holding Companies to
pay:




     (i) franchise taxes and other fees, taxes and expenses required to maintain
their corporate existence;




     (ii) federal, foreign, state or local income Taxes of a consolidated, combined
or similar income tax group of which a direct or indirect parent of Borrower is the
common parent that are attributable to the taxable income of the Borrower and/or any
of its Subsidiaries or result from the repurchase of Holdco Loans; provided
that, for each taxable period, the amount of such payments made in respect of such
taxable period in the aggregate shall not exceed the amount that the Borrower and/or
the applicable Restricted Subsidiaries would have been required to pay as a
stand-alone company or tax group plus, to the extent of the amounts actually
received from the Unrestricted Subsidiaries, in amounts required to pay such taxes,
the Taxes that would have been paid by such Unrestricted Subsidiaries on a
stand-alone basis, in each case reduced by any amount of such Taxes paid directly to
the applicable taxing authority by the Borrower or its Subsidiaries;




     (iii) customary salary, bonus and other benefits payable to officers and
employees of any Holding Company;



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     (iv) general corporate overhead expenses of any Holding Company of the Borrower
to the extent such expenses are attributable to the ownership or operation of the
Borrower and the Restricted Subsidiaries; and




     (v) reasonable fees and expenses incurred in connection with any unsuccessful
debt or equity offering by such Holding Company;




     (i) in addition to the foregoing Restricted Payments and so long as no Default shall
have occurred and be continuing or would result therefrom, the Borrower may make additional
Restricted Payments, in an aggregate amount not to exceed, together with the amount of any
payments of Indebtedness pursuant to Section 7.04:




     (i) $100,000,000 (increasing by $75,000,000 if at the time of such Restricted
Payment the Consolidated Leverage Ratio as of the last day of the immediately
preceding Test Period for which a Compliance Certificate has been delivered
(determined on a Pro Forma Basis giving effect to such Restricted Payment) is less
than or equal to 3.00:1.00); plus




     (ii) the remaining Net Cash Proceeds of any Asset Disposition Event (assuming
for this purpose that any mandatory reduction in the Revolving Credit Commitment was
treated as if it was a utilization of Net Cash Proceeds) so long as (a) when the
Consolidated Leverage Ratio as of the last day of the immediately preceding Test
Period for which a Compliance Certificate has been delivered (determined on a Pro
Forma Basis giving effect to such Restricted Payment and such Disposition) is less
than or equal to 4.25:1.00 but greater than 2.75:1.00, at least 75% of the Net Cash
Proceeds of such Asset Disposition Event have been used to prepay Loans and if
applicable, reduce the Revolving Credit Commitments pursuant to Section
2.05(b)(ii); or (b) when the Consolidated Leverage Ratio as of the last day of
the immediately preceding Test Period for which a Compliance Certificate has been
delivered (determined on a Pro Forma Basis giving effect to such Restricted Payment
and such Disposition) is less than or equal to 2.75:1.00, at least 50% of the Net
Cash Proceeds of such Asset Disposition Event have been used to prepay Loans and if
applicable, reduce the Revolving Credit Commitments pursuant to Section
2.05(b)(ii); plus




     (iii) so long as the Consolidated Leverage Ratio as of the last day of the
immediately preceding Test Period for which a Compliance Certificate has been
delivered (determined on a Pro Forma Basis giving effect to such Restricted Payment)
is less than or equal to 4.00:1.00, the aggregate amount of Excess Cash Flow not
otherwise required to be used to repay the Loans in each previous fiscal year (less
amounts previously made as Restricted Payments pursuant to this clause
(iii)); and




     (j) Restricted Payments to repay, repurchase or exchange Holdco Loans; provided that no
Restricted Payment made pursuant to this clause (j) may be made from the proceeds of
any incurrence of Indebtedness unless the Consolidated Leverage Ratio as of the last day of
the immediately preceding Test Period for which a Compliance Certificate



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has been delivered (determined on a Pro Forma Basis giving effect to such Restricted
Payment) is less than or equal to 3.75:1.00.



     Section 7.08 Change in Nature of Business. Engage in any material line of business other than a Similar Business.



     Section 7.09 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not
in the ordinary course of business, other than on fair and reasonable terms substantially as
favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such
Subsidiary at the time in a comparable arm’s length transaction with a Person other than an
Affiliate, provided that the foregoing restriction shall not apply to transactions (a)
between or among the Borrower and any of its Wholly Owned Subsidiaries or between and among any
Wholly Owned Subsidiaries, (b) the transaction contemplated hereby and the payment of fees and
expenses related thereto, (c) if at the time thereof and after giving effect thereto no Default has
occurred and is continuing the payment of (x) management, consulting, monitoring and advisory fees
and related expenses to the Sponsor not to exceed $7,500,000 in the aggregate per calendar year and
(y) any termination or other fee payable to the Sponsor upon a change of control or initial public
equity offering of the Borrower or any Holding Company thereof, which fees, in the case of this
clause (y) only, are approved by a majority of the members of the Board of Directors of the
Borrower in good faith, (d) Restricted Payments permitted under Section 7.07, (e) payments
or loans (or cancellations of loans) to employees or consultants of the Borrower, any of its
Holding Companies or any Restricted Subsidiary and employment agreements, stock option plans and
other compensatory arrangements with such employees or consultants that are, in each case, approved
by the Borrower in good faith, (f) payments by the Borrower and the Restricted Subsidiaries to each
other pursuant to the tax sharing agreements among the Borrower and the Restricted Subsidiaries on
customary terms to the extent attributable to the ownership or operation of the Borrower and the
Restricted Subsidiaries, (g) the payment of reasonable and customary fees paid to, and indemnities
provided on behalf of, officers, directors, managers, employees or consultants of the Borrower, any
of its Holding Companies or any Restricted Subsidiary, (h) transactions pursuant to agreements,
instruments or arrangements in existence on the Closing Date and set forth on Schedule 7.09
or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any
material respect, (i) customary payments by the Borrower and any Restricted Subsidiaries to the
Sponsor made for any financial advisory, financing, underwriting or placement services or in
respect of other investment banking activities (including in connection with acquisitions or
divestitures), which payments are approved by the majority of the members of the board of directors
or a majority of the disinterested members of the board of directors of the Borrower, in good
faith, (j) the issuance of Equity Interests (other than Disqualified Equity Interests) of the
Borrower to any Permitted Holder or to any director, manager, officer, employee or consultant of
the Borrower or any Holding Company, (k) investments by the Sponsor in securities of the Borrower
so long as (i) the investment is being offered generally to other investors on the same or more
favorable terms and (ii) the investment constitutes less than 5.0% of the proposed or outstanding
issue amount of such class of securities and (l) pursuant to the Omnibus Agreement.



     Section 7.10 Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any
other Loan Document) that limits the ability of (a)



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any Restricted Subsidiary of the Borrower that
is not a Guarantor or any Existing JV to make
Restricted Payments to the Borrower or any Guarantor or (b) any Loan Party to create, incur,
assume or suffer to exist Liens on property of such Person for the benefit of the Secured Parties
to secure the Obligations; provided that the foregoing clauses (a) and (b) shall
not apply to Contractual Obligations which (i) (x) exist on the Closing Date and (to the extent not
otherwise permitted by this Section 7.10) are listed on Schedule 7.10 hereto and
(y) to the extent Contractual Obligations permitted by clause (x) are set forth in an
agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal,
extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing
does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted
Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the
Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of
such Person becoming a Restricted Subsidiary of the Borrower; provided, further, that this
clause (ii) shall not apply to Contractual Obligations that are binding on a Person that is
or becomes a Restricted Subsidiary as of the Closing Date or that becomes a Restricted Subsidiary
pursuant to Section 6.14, (iii) are set forth in an agreement governing Indebtedness
permitted by Section 7.03 and that has been incurred by a Restricted Subsidiary of the
Borrower that is not a Loan Party, (iv) are provisions in Organizational Documents and other
customary provisions in joint venture agreements and other similar agreements applicable to joint
ventures or to other Persons that are not Restricted Subsidiaries (to the extent Investment in such
joint venture or other Person is permitted under Section 7.02) that limit Liens on or
transfers of the Equity Interests in such joint venture or other Person entered into in the
ordinary course of business, (v) are customary restrictions in leases, subleases, licenses or asset
sale agreements otherwise permitted hereby (or in easements, rights of way or similar rights or
encumbrances, in each case granted to the Borrower or a Restricted Subsidiary by a third party in
respect of real property owned by such third party) so long as such restrictions relate only to the
assets (or the Borrower’s or Restricted Subsidiary’s rights under such easement, right of way or
similar right or encumbrance, as applicable) subject thereto, (vi) comprise restrictions imposed by
any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e) or
(r) to the extent that such restrictions apply only to the property or assets securing such
Indebtedness, (vii) are customary provisions restricting subletting or assignment of any lease
governing a leasehold interest of the Borrower or any Restricted Subsidiary, (viii) are customary
provisions restricting assignment of any agreement entered into in the ordinary course of business,
(ix) are restrictions on cash or other deposits imposed by customers under contracts entered into
in the ordinary course of business and (x) are restrictions set forth in the Senior Secured Notes
that are substantially similar to this Agreement or that require that the collateral securing the
Senior Secured Notes to be the same or substantially the same as the Collateral, subject to an
Intercreditor Agreement.



     Section 7.11 Financial Covenants.



     (a) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the
last day of any fiscal quarter (beginning with the fiscal quarter ending on March 31, 2010) to be
greater than the ratio set forth below opposite the last day of such fiscal quarter:



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	Fiscal Year	 	March 31	 	June 30	 	September 30	 	December 31
	2010

	 	5.75:1
	 	5.75:1
	 	5.75:1
	 	5.75:1
	2011

	 	5.75:1
	 	5.75:1
	 	5.75:1
	 	5.75:1
	2012

	 	5.50:1
	 	5.50:1
	 	5.50:1
	 	5.50:1
	2013 and each
fiscal year ending
thereafter

	 	5.25:1
	 	5.25:1
	 	5.25:1
	 	5.25:1








 




			
	(b)	 	Interest Coverage Ratio. Permit the Interest Coverage Ratio as of the last day of
any fiscal quarter (beginning with the fiscal quarter ending on March 31, 2010) to be less than
1.50:1.00.





     Section 7.12 Capital Expenditures.



     (a) Make any Capital Expenditure except for Capital Expenditures not exceeding $75,000,000 in
the aggregate for the Borrower and the Restricted Subsidiaries during any fiscal year commencing
with the 2010 fiscal year.



     (b) Notwithstanding anything to the contrary contained in paragraph (a) above, to the extent
that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted
Subsidiaries in any fiscal year pursuant to Section 7.12(a) is less than the maximum amount
of Capital Expenditures permitted by Section 7.12(a) with respect to such fiscal year, the
amount of such difference (the “Rollover Amount”) may be carried forward and used to make
Capital Expenditures in the two succeeding fiscal years; provided that Capital Expenditures in any
fiscal year shall be counted against the base amount set forth in Section 7.12(a) with
respect to such fiscal year prior to being counted against any Rollover Amount available with
respect to such fiscal year.



     (c) Upon the consummation of any Permitted Acquisition, the base amount of Capital
Expenditures set forth in Section 7.12(a) shall be increased by an amount equal to the
average annual amount of Capital Expenditures attributable to the Acquired Entity or Business
during the two years preceding such Permitted Acquisition, effective for the fiscal year during
which such Permitted Acquisition is made (but in a pro rated amount representing the portion of
such year remaining) and each subsequent fiscal year.



     (d) In the event that the Borrower reasonably determines that, due to the occurrence of
unanticipated events beyond its control, it is necessary during any fiscal year to make Capital
Expenditures in excess of those otherwise permitted, the Borrower may make such Capital
Expenditures; provided that (i) the amount of all such Capital Expenditures made during any
fiscal year in reliance on this paragraph shall not exceed $25,000,000, (ii) the base amount of
Capital Expenditure permitted by Section 7.12(a) during the next succeeding fiscal year
shall be reduced by the amount of Capital Expenditures made in reliance on this paragraph and (iii)
the Borrower shall notify the Administrative Agent, in a certificate signed by a Responsible
Officer, of the need for such Capital Expenditures promptly after determining the need therefor,
providing a reasonably detailed explanation of the events requiring such Capital Expenditures and
the anticipated amount thereof.



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     (e) Capital Expenditures may be made during any fiscal year in excess of those otherwise
permitted by this Section to the extent (i) treated as an Investment under clause (q) of
Section 7.02 and permitted thereunder at the time or (ii) treated as a Restricted Payment
under clause (i) of Section 7.07 and permitted thereunder at the time.



     Section 7.13 Amendment of Other Indebtedness. Permit any waiver, supplement, modification, amendment, termination or release of any
indenture, instrument or agreement pursuant to which any Indebtedness is outstanding that was
incurred in reliance upon Section 7.03(f) or (o) (or any Permitted Refinancing in
respect thereof), if the effect of any such waiver, supplement, modification, amendment,
termination or release would materially increase the obligations of the Borrower or any Restricted
Subsidiary or confer additional material rights on the holder of the applicable Indebtedness in a
manner adverse to the interests of the Borrower, any of the Restricted Subsidiaries or the Secured
Parties.



ARTICLE VIII.




EVENTS OF DEFAULT AND REMEDIES



     Section 8.01 Events of Default. Any of the following shall constitute an Event of Default:




     (a) Non-Payment. The Borrower or any other Loan Party fails to pay (i) when
and as required to be paid herein, any amount of principal of any Loan or any L/C
Obligation, or (ii) within five days after the same becomes due, any interest on any Loan or
on any L/C Obligation, or any fee due hereunder, or (iii) within five days after the same
becomes due, any other amount payable hereunder or under any other Loan Document; or




     (b) Specific Covenants. The Borrower fails to perform or observe any term,
covenant or agreement contained in any of Section 6.03(a), Section 6.05(a)
(solely with respect to the Borrower) or Article VII; provided,
however that any Event of Default under Section 7.11 is subject to cure as
contemplated by Section 8.05; or




     (c) Other Defaults. Any Loan Party fails to perform or observe any other
covenant or agreement (not specified in clauses (a) or (b) above) contained
in any Loan Document on its part to be performed or observed and such failure continues for
30 days after notice thereof by the Administrative Agent to the Borrower; or




     (d) Representations and Warranties. Any representation, warranty,
certification or statement of fact made or deemed made by or on behalf of the Borrower or
any other Loan Party herein, in any other Loan Document, or in any document delivered in
connection herewith or therewith shall be incorrect or misleading in any material respect
when made or deemed made; or




     (e) Cross-Default. (i) The Borrower or any Restricted Subsidiary (A) fails to
make any payment when due (whether by scheduled maturity, required prepayment, acceleration,
demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness
hereunder and Indebtedness under Swap Contracts) having an aggregate




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principal amount (including the undrawn face amount of any outstanding Letter of
Credit, surety bonds and other similar contingent obligations outstanding under any
agreement relating to such Indebtedness or Guarantee and including amounts owing to all
creditors under any combined or syndicated credit arrangement) of more than the Threshold
Amount, or (B) fails to observe or perform any other agreement or condition relating to any
such Indebtedness or Guarantee or contained in any instrument or agreement evidencing,
securing or relating thereto, or any other event occurs, the effect of which default or
other event is to cause, or to permit the holder or holders of such Indebtedness or the
beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such
holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if
required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid,
defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay,
defease or redeem such Indebtedness to be made, prior to its stated maturity, or such
Guarantee to become payable or cash collateral in respect thereof to be demanded;
provided that this clause (e)(i)(B) shall not apply to secured Indebtedness
that becomes due as a result of the voluntary sale or transfer of the property or assets
securing such Indebtedness, if such sale or transfer is permitted hereunder; or (ii) there
occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract)
resulting from (A) any event of default under such Swap Contract as to which the Borrower or
any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any
Termination Event (as so defined) under such Swap Contract as to which the Borrower or any
Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination
Value owed by the Borrower or such Subsidiary as a result thereof is greater than the
Threshold Amount; or




     (f) Insolvency Proceedings, Etc. The Borrower or any of its Restricted
Subsidiaries institutes or consents to the institution of any proceeding under any Debtor
Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents
to the appointment of any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer for it or for all or any material part of its property; or
any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer
is appointed without the application or consent of such Person and the appointment continues
undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law
relating to any such Person or to all or any material part of its property is instituted
without the consent of such Person and continues undismissed or unstayed for 60 calendar
days, or an order for relief is entered in any such proceeding; or




     (g) Inability to Pay Debts; Attachment. (i) The Borrower or any of its
Restricted Subsidiaries becomes unable or admits in writing its inability or fails generally
to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution
or similar process is issued or levied against all or any material part of the property of
any such Person and is not released, vacated or fully bonded within 60 days after its issue
or levy; or




     (h) Judgments. There is entered against the Borrower or any of its Restricted
Subsidiaries (i) a final judgment or order for the payment of money in an aggregate



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amount exceeding the Threshold Amount (to the extent not covered by independent third-party
insurance as to which the insurer does not dispute coverage), or (ii) any one or more
non-monetary final judgments that have, or could reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect and, in either case, the same
shall remain undischarged and either (A) enforcement proceedings are commenced by any
creditor upon such judgment or order which have not been stayed by reason of a pending
appeal or otherwise, or (B) there is a period of thirty (30) consecutive days during which a
stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in
effect; or




     (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or
Multiemployer Plan which has resulted or would reasonably be expected to result in a
Material Adverse Effect, or (ii) the Borrower or any ERISA Affiliate fails to pay when due,
after the expiration of any applicable grace period, any installment payment with respect to
its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an
aggregate amount that results in a Material Adverse Effect; or




     (j) Invalidity of Loan Documents. Any material provision of any Loan Document,
at any time after its execution and delivery and for any reason other than as expressly
permitted hereunder or thereunder or satisfaction in full of all the Loan Obligations,
ceases to be in full force and effect; or any Loan Party or any other Person contests in any
manner the validity or enforceability of any material provision of any Loan Document; or any
Loan Party denies that it has any or further liability or obligation under any Loan
Document, or purports to revoke, terminate or rescind any provision of any Loan Document; or




     (k) Change of Control. There occurs any Change of Control; or




     (l) Security Documents. Any Security Document shall for any reason (other than
pursuant to the terms hereof and thereof) cease to create a valid and perfected first
priority Lien in any asset having a value in excess of the Threshold Amount (if and to the
extent perfection may be achieved by the filings required under the Security Documents
or the taking of other actions specifically required by this Agreement), except to the
extent that any such loss of perfection or priority results from the failure of the
Administrative Agent or the Collateral Agent to maintain possession of certificates actually
delivered to it representing securities pledged under the Security Documents or to file
Uniform Commercial Code continuation statements and except as to Collateral consisting of
real property to the extent that such losses are covered by a Lender’s Title Policy and such
insurer has not denied coverage.



     Section 8.02 Remedies upon Event of Default. If any Event of Default occurs and is continuing, the
Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders,
take any or all of the following actions:




     (a) declare the commitment of each Lender to make Loans and any obligation of the L/C
Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and
obligation shall be terminated;



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     (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued
and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan
Document to be immediately due and payable, without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Borrower;




     (c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount
equal to the then Outstanding Amount thereof); and




     (d) exercise on behalf of itself and the Lenders all rights and remedies available to
it and the Lenders under the Loan Documents;


provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the
obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit
Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and
all interest and other amounts as aforesaid shall automatically become due and payable, and the
obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall
automatically become effective, in each case without further act of the Administrative Agent or any
Lender.




     Section 8.03 Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a
Default has occurred under clause (f) or (g) of Section 8.01, any reference
in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any
Immaterial Subsidiary affected by any event or circumstances referred to in any such clause.



     Section 8.04 Application of Funds. After the exercise of remedies provided for in Section
8.02 (or after the Loans have automatically become immediately due and payable and the L/C
Obligations have automatically been required to be Cash Collateralized as set forth in the proviso
to Section 8.02), any amounts received on account of the Obligations shall be applied by
the Administrative Agent and the Collateral Agent in the following order:




     (a) First, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts (including fees, charges and disbursements of
external counsel to the Administrative Agent and amounts payable under Article III)
payable to the Administrative Agent in its capacity as such and payable to the Collateral
Agent in its capacity as such;




     (b) Second, to payment of that portion of the Obligations constituting fees,
indemnities and other amounts (other than principal, interest and Letter of Credit Fees)
payable to the Lenders and the L/C Issuers (including fees, charges and disbursements of
external counsel to the respective Lenders and the L/C Issuers and amounts payable under
Article III), ratably among them in proportion to the respective amounts described
in this clause Second payable to them;




     (c) Third, to payment of that portion of the Obligations constituting accrued
and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other



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Obligations, ratably among the Lenders and the L/C Issuers in proportion to the
respective amounts described in this clause Third payable to them;




     (d) Fourth, pro rata (i) to payment of that portion of the
Obligations constituting unpaid principal of the Loans and L/C Borrowings, the Secured Swap
Obligations and the Cash Management Obligations, ratably among the Lenders, the Hedging
Parties and the L/C Issuers in proportion to the respective amounts described in this
clause Fourth held by them and (ii) to the Administrative Agent for the account of
each applicable L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised
of the aggregate undrawn amount of Letters of Credit; and




     (e) Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Borrower or as otherwise required by Law.



     Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn
amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy
drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash
Collateral after all Letters of Credit have either been fully drawn or expired, such remaining
amount shall be applied to the other Obligations, in the order set forth above.



     Section 8.05 Borrower’s Right to Cure.




     (a) Notwithstanding anything to the contrary contained in Section 8.01, in the
event of any Event of Default under any covenant set forth in Section 7.11 and until
the expiration of the tenth (10th) day after the date on which financial statements are
required to be delivered with respect to the applicable fiscal quarter hereunder, the
Borrower may sell or issue Qualified Equity Interests of the Borrower to any of the Equity
Investors (or to any Holding Company if funded by an issuance of Equity Interests of a
Holding Company to any of the Equity Investors) and apply the amount of the Net Cash
Proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter
(and included as EBITDA in such quarter for any Test Period including such quarter);
provided that such Net Cash Proceeds (i) are actually received by the Borrower no
later than ten (10) days after the date on which financial statements are required to be
delivered with respect to such fiscal quarter hereunder and (ii) do not exceed the aggregate
amount necessary to cure such Event of Default under Section 7.11 for any applicable
period. The parties hereby acknowledge that this Section 8.05(a) may not be relied
on for purposes of calculating any financial ratios other than as applicable to Section
7.11 and shall not result in any adjustment to any amounts other than the amount of the
Consolidated EBITDA referred to in the immediately preceding sentence.




     (b) In each period of four fiscal quarters, there shall be at least two (2) fiscal
quarters in which no cure set forth in Section 8.05(a) is made.



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ARTICLE IX.




ADMINISTRATIVE AGENT



     Section 9.01 Appointment and Authority.




     (a) Each of the Lenders and the L/C Issuers hereby irrevocably appoints Deutsche Bank
to act on its behalf as the Administrative Agent hereunder and under the other Loan
Documents and authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental thereto. The
provisions of this Article are solely for the benefit of the Agents, the Lenders and the L/C
Issuers, and neither the Borrower nor any other Loan Party shall have rights as a third
party beneficiary of any of such provisions.




     (b) Each of the Lenders (in its capacities as a Lender, Swing Line Lender (if
applicable), L/C Issuer (if applicable) and a potential Hedging Party) hereby irrevocably
appoints and authorizes the Collateral Agent to act as the agent of (and to hold any
security interest created by the Security Documents for and on behalf of or on trust for)
such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral
granted by any of the Loan Parties to secure any of the Obligations together with such
powers and discretion as are reasonably incidental thereto. In this connection, the
Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the
Administrative Agent or the Collateral Agent pursuant to Section 9.05 for purposes
of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under
the Security Documents, or for exercising any rights and remedies thereunder at the
direction of the Administrative Agent), shall be entitled to the benefits of all provisions
of this Article IX (including, Section 9.11, as though such co-agents,
sub-agents and attorneys-in-fact were the Collateral Agent) as if set forth in full herein
with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby
expressly authorize the Collateral Agent to execute any and all documents (including
releases) with respect to the Collateral and the rights of the Secured Parties with respect
thereto (including the Intercreditor Agreement), as contemplated by and in accordance with
the provisions of this Agreement and the Security Documents and acknowledge and agree that
any such action by any Agent shall bind the Lenders.



     Section 9.02 Rights as a Lender. Any Person serving an Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the same as though it
were not such Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated
or unless the context otherwise requires, include such Person serving as an Agent hereunder in its
individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act
as the financial advisor or in any other advisory capacity for and generally engage in any kind of
business with any Loan Party or any Subsidiary or other Affiliate thereof as if such Person were
not an Agent hereunder and without any duty to account therefor to the Lenders.



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     Section 9.03 Exculpatory Provisions. No Agent shall have any duties or obligations except those
expressly set forth herein and in the other Loan Documents. Without limiting the generality of the
foregoing, Agents:




     (a) shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing;




     (b) shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly contemplated hereby
or by the other Loan Documents that such Agent is required to exercise as directed in
writing by the Required Lenders (or such other number or percentage of the Lenders as shall
be expressly provided for herein or in the other Loan Documents), provided that no
Agent shall be required to take any action that, in its opinion or the opinion of its
counsel, may expose such Agent to liability or that is contrary to any Loan Document or
applicable law; and




     (c) shall not, except as expressly set forth herein and in the other Loan Documents,
have any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to the Borrower or any of its Affiliates that is communicated to or
obtained by the Person serving as Agent or any of its Affiliates in any capacity.



     No Agent shall be liable for any action taken or not taken by it (i) with the consent or at
the request of the Required Lenders (or such other number or percentage of the Lenders as shall be
necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances
as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross
negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless
and until notice describing such Default is given to such Agent by the Borrower, a Lender or a L/C
Issuer.



     No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with this Agreement or any other
Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder
or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of
the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Article IV or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the Administrative Agent.



     Section 9.04 Reliance by Agent. Each Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed, sent or otherwise
authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally
or by telephone and believed by it to have been made by the proper Person, and shall not incur any
liability for relying thereon. In determining compliance with any condition hereunder to the
making of a Loan, or the issuance of a Letter of Credit, that by its terms must be



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fulfilled to the satisfaction of a Lender or a L/C Issuer, such Agent may presume that such
condition is satisfactory to such Lender or such L/C Issuer unless such Agent shall have received
notice to the contrary from such Lender or such L/C Issuer prior to the making of such Loan or the
issuance of such Letter of Credit. Each Agent may consult with legal counsel (who may be counsel
for the Borrower), independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of any such counsel,
accountants or experts.




     Section 9.05 Delegation of Duties. Each of the Administrative Agent and the Collateral Agent may
perform any and all of its duties and exercise its rights and powers hereunder or under any other
Loan Document by or through any one or more sub-agents appointed by the Administrative Agent or the
Collateral Agent, respectively. Each of the Administrative Agent and the Collateral Agent and any
such sub-agent may perform any and all of its duties and exercise its rights and powers by or
through their respective Related Parties. The exculpatory provisions of this Article shall apply
to any such sub-agent and to the Related Parties of the Administrative Agent and the Collateral
Agent and any such sub-agent, and shall apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities of the
Administrative Agent and the Collateral Agent.



     Section 9.06 Resignation of Agent. The Administrative Agent or the Collateral Agent may at any
time give notice of its resignation to the Lenders, the L/C Issuers and the Borrower. Upon receipt
of any such notice of resignation, the Required Lenders shall have the right, in consultation with
the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or
an Affiliate of any such bank with an office in the United States. If no such successor shall have
been so appointed by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent or Collateral Agent gives notice of its resignation, then
such retiring Administrative Agent or Collateral Agent may on behalf of the Lenders and the L/C
Issuers, appoint a successor Administrative Agent or Collateral Agent meeting the qualifications
set forth above; provided that if the Administrative Agent or Collateral Agent shall notify
the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such
resignation shall nonetheless become effective in accordance with such notice and (1) the retiring
Administrative Agent or Collateral Agent shall be discharged from its duties and obligations
hereunder and under the other Loan Documents (except that in the case of any Collateral held by the
Administrative Agent or Collateral Agent on behalf of the Lenders or the L/C Issuers under any of
the Loan Documents, the retiring Administrative Agent or Collateral Agent shall continue to hold
such Collateral until such time as a successor Administrative Agent or Collateral Agent is
appointed) and (2) all payments, communications and determinations provided to be made by, to or
through the Administrative Agent or Collateral Agent shall instead be made by or to each Lender and
the L/C Issuers directly, until such time as the Required Lenders appoint a successor
Administrative Agent or Collateral Agent as provided for above in this Section. Upon the
acceptance of a successor’s appointment as Administrative Agent or Collateral Agent hereunder, such
successor shall succeed to and become vested with all of the rights, powers, privileges and duties
of the retiring (or retired) Administrative Agent or Collateral Agent, and the retiring
Administrative Agent or Collateral Agent shall be discharged from all of its duties and obligations
hereunder or under the other Loan Documents (if not already discharged therefrom as provided above
in this Section). The fees payable by the Borrower



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to a successor Administrative Agent or Collateral Agent shall be the same as those
payable to its predecessor unless otherwise agreed between the Borrower and such successor. After
the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder and under the other
Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect
for the benefit of such retiring Administrative Agent or Collateral Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be taken by any of them
while the retiring Administrative Agent or Collateral Agent was acting as the Administrative Agent.




     Any resignation by Deutsche Bank as the Administrative Agent pursuant to this Section shall
also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a
successor’s appointment as the Administrative Agent hereunder, (a) such successor shall succeed to
and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer
and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from
all of their respective duties and obligations hereunder or under the other Loan Documents, and (c)
the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit,
if any, outstanding at the time of such succession or make other arrangements satisfactory to the
retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect
to such Letters of Credit.



     Section 9.07 Non-Reliance on Agent and Other Lenders. Each Lender and each L/C Issuer acknowledges
that it has, independently and without reliance upon any Agent, any Agent-Related Person or any
other Lender or any of their Related Parties and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon
any Agent, any Agent-Related Person or any other Lender or any of their Related Parties and based
on such documents and information as it shall from time to time deem appropriate, continue to make
its own decisions in taking or not taking action under or based upon this Agreement, any other Loan
Document or any related agreement or any document furnished hereunder or thereunder.



     Section 9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the
agents or Joint Book Runners listed on the cover page hereof shall have any powers, duties,
liabilities or responsibilities under this Agreement or any of the other Loan Documents, except in
its capacity, as applicable, as the Administrative Agent, the Collateral Agent, a Lender or a L/C
Issuer hereunder.



     Section 9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any
proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party,
the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall
then be due and payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and
empowered, by intervention in such proceeding or otherwise




     (a) to file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing
and unpaid and to file such other documents as may be necessary or advisable in order to
have the claims of the Lenders, the L/C Issuers and the Administrative Agent



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(including any claim for the reasonable compensation, expenses, disbursements and
advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective
agents and external counsel and all other amounts due the Lenders, the L/C Issuers and the
Administrative Agent under Sections 2.03(i) and (j), Section 2.09
and Section 10.04) allowed in such judicial proceeding; and




     (b) to collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer to make
such payments to the Administrative Agent and, in the event that the Administrative Agent shall
consent to the making of such payments directly to the Lenders and the L/C Issuers, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and
advances of the Administrative Agent and its agents and external counsel, and any other amounts due
the Administrative Agent under Sections 2.09 and 10.04.




     Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender or any L/C Issuer any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any
L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or
any L/C Issuer in any such proceeding.



     Section 9.10 Collateral and Guaranty Matters. The Lenders, the L/C Issuers and the Hedging Parties
irrevocably authorize the Collateral Agent, at its option and in its discretion,




     (a) to release any Lien on any property granted to or held by the Collateral Agent
under any Loan Document (i) upon termination of the Aggregate Commitments and payment in
full of all Loan Obligations (other than contingent obligations with respect to which no
claim has been asserted) and any Secured Swap Obligations that are due and payable to the
extent the Administrative Agent has received written notice that such Secured Swap
Obligations are due and payable (it being understood that the Administrative Agent will give
each counterparty under a Secured Swap Obligation at least 5 Business Days notice prior to
releasing such Liens) and the expiration or termination of all Letters of Credit (or other
arrangements having been entered into satisfactory to the applicable L/C Issuer to eliminate
such L/C Issuer’s credit exposure with respect thereto), (ii) that is sold or to be sold as
part of or in connection with any sale permitted hereunder or under any other Loan Document
to a Person other than Borrower or any Restricted Subsidiary, (iii) subject to Section
10.01, if approved, authorized or ratified in writing by the Required Lenders or (iv) if
the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor
from its obligations under its Guaranty pursuant to clause (c) below;




     (b) to subordinate any Lien on any property granted to or held by the Collateral Agent
under any Loan Document to the holder of any Lien on such property that is permitted by
Section 7.01(i); and



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     (c) to release any Guarantor from its obligations under the Guaranty if such Person
ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder.



     Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing
the Administrative Agent’s authority to release or subordinate its interest in particular types or
items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to
this Section 9.10. In each case as specified in this Section 9.10, the
Administrative Agent or the Collateral Agent will (and each Lender irrevocably authorizes such
Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such
documents as such Loan Party may reasonably request to evidence the release or subordination of
such item of Collateral from the assignment and security interest granted under the Security
Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in
each case in accordance with the terms of the Loan Documents and this Section 9.10.



     Section 9.11 Indemnification of Agents. Whether or not the transactions contemplated hereby are
consummated, the Lenders shall indemnify upon demand each Agent and Agent-Related Person (to the
extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any
Loan Party to do so), pro rata, and hold harmless each Agent and Agent-Related Person from and
against any and all losses, claims, damages, liabilities and related expenses (including the fees,
charges and disbursements of any external counsel for any Agent) incurred by it; provided
that no Lender shall be liable for the payment to any Agent or Agent-Related Person of any portion
of such losses, claims, damages, liabilities and related expenses resulting from such Agent’s or
Agent-Related Person’s own gross negligence or willful misconduct, as determined by the final
judgment of a court of competent jurisdiction; provided that no action taken in accordance
with the directions of the Required Lenders (or such other number or percentage of the Lenders as
shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful
misconduct for purposes of this Section 9.11. In the case of any investigation, litigation
or proceeding giving rise to any loss, claim, damage, liability and related expense this
Section 9.11 applies whether any such investigation, litigation or proceeding is brought by
any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse
the Administrative Agent or Collateral Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including attorney costs) incurred by such Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or
referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on
behalf of the Borrower. The undertaking in this Section 9.11 shall survive termination of
the Aggregate Commitments, the payment of all other Obligations, and the resignation of such Agent.



     Section 9.12 Withholding Taxes. To the extent required by any applicable law, the Administrative
Agent may withhold from any payment to any Lender an amount equivalent to any applicable
withholding tax. Without limiting or expanding the provisions of Section 3.01, each Lender
and each L/C Issuer shall, and does hereby, indemnify the Administrative Agent against, and shall
make payable in respect thereof within 30 days after demand therefor, any and



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all Taxes and any and all related losses, claims, liabilities and expenses (including fees,
charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted
against the Administrative Agent by the Internal Revenue Service or any other Governmental
Authority as a result of the failure of the Administrative Agent to properly withhold tax from
amounts paid to or for the account of any Lender or any L/C Issuer for any reason (including,
without limitation, because the appropriate form was not delivered or not properly executed, or
because such Lender or such L/C Issuer failed to notify the Administrative Agent of a change in
circumstance that rendered the exemption from, or reduction of withholding tax ineffective);
provided that no Lender or L/C Issuer shall be liable for the payment to the Administrative
Agent of any Taxes and any related losses, claims, liabilities and expenses resulting from the
Administrative Agent’s own gross negligence or willful misconduct, as determined by the final
judgment of a court of competent jurisdiction. A certificate as to the amount of such payment or
liability delivered to any Lender or such L/C Issuer by the Administrative Agent shall be
conclusive absent manifest error. Each Lender and each L/C Issuer hereby authorizes the
Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or
L/C Issuer under this Agreement or any other Loan Document against any amount due the
Administrative Agent under this Section 9.12. The agreements in this Section 9.12
shall survive the resignation and/or replacement of the Administrative Agent, any assignment of
rights by, or the replacement of, a Lender or L/C Issuer, the termination of the Commitments and
the repayment, satisfaction or discharge of all other Obligations.




     Section 9.13 Intercreditor Agreement. The Collateral Agent is authorized to enter into any
Intercreditor Agreement, and the Lenders acknowledge, that such Intercreditor Agreement is binding
upon them without execution thereof.



ARTICLE X.




MISCELLANEOUS



     Section 10.01 Amendments, Etc. Subject to the Intercreditor Agreement with respect to those matters
as to which Hedging Parties are entitled to vote thereunder, no amendment or waiver of any
provision of this Agreement or any other Loan Document (other than the Intercreditor Agreement),
and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be
effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan
Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or
consent shall be effective only in the specific instance and for the specific purpose for which
given; provided, however, that no such amendment, waiver or consent shall:




     (a) extend or increase the Commitment of any Lender without the written consent of such
Lender (it being understood that a waiver of any condition precedent set forth in
Section 4.02 or the waiver of any Default, mandatory prepayment or mandatory
reduction of the Commitments shall not constitute an extension or increase of any Commitment
of any Lender);




     (b) postpone any date scheduled for, or reduce the amount of, any payment of principal,
interest or fees hereunder without the written consent of each Lender directly



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affected thereby, it being understood that the waiver of (or amendment to the terms of)
any mandatory prepayment of Loans of any Class shall not constitute a postponement of any
date scheduled for the payment of principal or interest;




     (c) reduce the principal of, or the rate of interest specified herein on, any Loan or
L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section
10.01) any fees or other amounts payable hereunder or under any other Loan Document,
without the written consent of each Lender directly affected thereby; provided,
however, that only the consent of the Required Lenders shall be necessary (i) to
amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay
interest or Letter of Credit Fees at the Default Rate and (ii) to change the manner of
computation of any financial ratio (including any change in any applicable defined term)
used in determining the Applicable Rate that would result in a reduction of any interest
rate on any Loan or any fee payable hereunder;




     (d) change any provision of this Section or Section 8.04 or the definition of
“Required Lenders” or any other provision hereof specifying the number or percentage of
Lenders required to amend, waive or otherwise modify any rights hereunder or make any
determination or grant any consent hereunder without the written consent of each Lender;




     (e) change any provision of Section 2.13 or the third sentence of Section
2.06 or the definition of “Pro Rata Share” without the written consent of each Lender
adversely affected thereby; provided, however, that any amendment of such
provisions or definition directly relating to (x) so long as no Event of Default has
occurred and is continuing, the prepayment on a non-pro rata basis of Term Loans or
reductions of the Revolving Credit Commitments, (y) any extension of the maturity of any
Loan or Commitment (or non-pro rata increase in interest rates or fees), or (z) so long as
no Event of Default has occurred and is continuing, assignments to the Borrower or an
Affiliate thereof (and, if applicable, subsequent cancellation of such Loans and/or
Revolving Credit Commitments held by the Borrower or such Affiliate on a non-pro rata basis
with respect to all other Lenders) will not be subject to this clause;




     (f) except as otherwise permitted herein, release all or substantially all of the
aggregate value of the Guarantors from the Guaranty without the written consent of each
Lender; or




     (g) except as otherwise permitted hereunder, release of all or substantially all of the
Collateral hereunder without the written consent of each Lender;


and provided, further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the applicable L/C Issuer in addition to the Lenders required above, affect
the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any
Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless
in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect
the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or
consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent in
addition to the Lenders required above, affect the rights or duties of the Administrative Agent or
the






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Collateral Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be
amended, or rights or privileges thereunder waived, in a writing executed only by the parties
thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any
right to approve or disapprove any amendment, waiver or consent hereunder, except that with respect
to any amendment, waiver or consent governed by Section 10.01(a), (b), (c),
(d) or (e), such Defaulting Lender shall not be deemed to be Defaulting Lender.




     No amendment or waiver of any provision of the Intercreditor Agreement shall be effective
unless consented to in writing by the Required Lenders (and as otherwise required in the
Intercreditor Agreement), and each such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.



     Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with
the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add
one or more additional credit facilities to this Agreement and to permit the extensions of credit
from time to time outstanding thereunder and the accrued interest and fees in respect thereof to
share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans
and the Revolving Credit Loans and the accrued interest and fees in respect thereof and (b) to
include appropriately the Lenders holding such credit facilities in any determination of the
Required Lenders.



     Further, notwithstanding anything to the contrary contained in this Section, if the
Administrative Agent and Borrower shall have jointly identified an obvious error or any error or
omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents,
then the Administrative Agent and Borrower shall be permitted to amend such provision and such
amendment shall become effective without any further action or consent of any other party to any
Loan Document if the same is not objected to in writing by the Required Lenders within five
Business Days following receipt of notice thereof.



     In addition, notwithstanding the foregoing, this Agreement may be amended with the written
consent of the Administrative Agent, the Borrower and the Lenders providing the relevant
Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans
(“Refinanced Term Loans”) with a replacement term loan tranche (“Replacement Term
Loans”), respectively, hereunder; provided that (a) the aggregate principal amount of
such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term
Loans, (b) the Applicable Rate for such Replacement Term Loans shall not be higher than the
Applicable Rate for such Refinanced Term Loans, (c) the Weighted Average Life to Maturity of such
Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such
Refinanced Term Loans at the time of such refinancing (except to the extent of nominal amortization
for periods where amortization has been eliminated as a result of prepayment of the applicable
Loans) and (d) all other terms applicable to such Replacement Term Loans shall be substantially
identical to, or less favorable to the Lenders providing such Replacement Term Loans than those
applicable to such Refinanced Term Loans, respectively, except to the extent necessary to provide
for covenants and other terms applicable to any period after the latest final maturity of the Loans
in effect immediately prior to such refinancing.



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     Section 10.02 Notices; Effectiveness; Electronic Communication.



     (a) Notices Generally. Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in subsection (b) below), all
notices and other communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or sent by telecopier, or
email as follows, and all notices and other communications expressly permitted hereunder to be
given by telephone shall be made to the applicable telephone number, as follows:




     (i) if to the Borrower, the Administrative Agent, the Collateral Agent, any L/C Issuer
or the Swing Line Lender, to the address, telecopier number, electronic mail address or
telephone number specified for such Person on Schedule 10.02; and




     (ii) if to any other Lender, to the address, telecopier number, electronic mail address
or telephone number specified in its Administrative Questionnaire.



     Notices sent by hand or overnight courier service, or mailed by certified or registered mail,
shall be deemed to have been given when received; notices sent by telecopier shall be deemed to
have been given when sent (except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of business on the next Business Day
for the recipient). Notices delivered through electronic communications to the extent provided in
subsection (b) below, shall be effective as provided in such subsection (b).



     (b) Electronic Communications. Notices and other communications to the Lenders and
the L/C Issuers hereunder may be delivered or furnished by electronic communication (including
e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative
Agent, provided that the foregoing shall not apply to notices to any Lender or such L/C
Issuer pursuant to Article II if such Lender or L/C Issuer, as applicable, has notified the
Administrative Agent that it is incapable of receiving notices under such Article by electronic
communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications pursuant to
procedures approved by it, provided that approval of such procedures may be limited to
particular notices or communications.



     Unless the Administrative Agent otherwise prescribes, (i) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement
from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), provided that if such notice or other
communication is not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on the next Business Day
for the recipient, and (ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as
described in the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.



     (c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY



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OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND
EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY
OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In
no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent
Parties”) have any liability to the Borrower, any Lender, any L/C Issuer or any other Person
for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or
otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of the Borrower
Materials through the Internet, except to the extent that such losses, claims, damages, liabilities
or expenses are determined by a court of competent jurisdiction by a final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of such Agent Party;
provided, however, that in no event shall any Agent Party have any liability to the
Borrower, any Lender, such L/C Issuer or any other Person for indirect, special, incidental,
consequential or punitive damages (as opposed to direct or actual damages).




     (d) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be
transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures
shall, subject to applicable Law, have the same force and effect as manually-signed originals and
shall be binding on all Loan Parties, the Administrative Agent, the Collateral Agent, each L/C
Issuer and the Lenders. The Administrative Agent may also require that any such documents and
signatures be confirmed by a manually-signed original thereof; provided, however, that the failure
to request or deliver the same shall not limit the effectiveness of any facsimile document or
signature.



     (e) Change of Address, Etc. Each of the Borrower, the Administrative Agent, any L/C
Issuer and the Swing Line Lender may change its address, telecopier or telephone number for notices
and other communications hereunder by notice to the other parties hereto. Each other Lender may
change its address, telecopier or telephone number for notices and other communications hereunder
by notice to the Borrower, the Administrative Agent, and, in the case of a Revolving Credit Lender,
each L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the
Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an
effective address, contact name, telephone number, telecopier number and electronic mail address to
which notices and other communications may be sent and (ii) accurate wire instructions for such
Lender.



     (f) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative
Agent, the L/C Issuers and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Borrowing Notices and Swing Line Loan Notices) purportedly given by or on
behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were
incomplete or were not preceded or followed by any other form of notice specified herein, or (ii)
the terms thereof, as understood by the recipient, varied from any confirmation thereof. The
Borrower shall indemnify the Administrative Agent, the L/C Issuers, each Lender and the Related
Parties of each of them from all losses, costs, expenses and liabilities resulting from
the



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reliance by such Person on each notice purportedly given by or on behalf of the Borrower except
to the extent that such losses, claims, damages, liabilities or expenses are determined by a court
of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Person. All telephonic notices to and other telephonic
communications with the Administrative Agent may be recorded by the Administrative Agent, and each
of the parties hereto hereby consents to such recording.




     Section 10.03 No Waiver; Cumulative Remedies. No failure by any Lender, any L/C Issuer or the
Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy,
power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law.



     Section 10.04 Expenses; Indemnity; Damage Waiver.



     (a) Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket
expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees,
charges and disbursements of external counsel for the Administrative Agent), in connection with the
syndication of the credit facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by each L/C Issuer in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket
expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees,
charges and disbursements of any external counsel for the Administrative Agent, any Lender or any
L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with
this Agreement and the other Loan Documents, including its rights under this Section, or (B) in
connection with the Loans made or Letters of Credit issued hereunder, including all such reasonably
out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of
such Loans or Letters of Credit.



     (b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative
Agent (and any sub-agent thereof), each other Agent, each Lender and each L/C Issuer, and each
Related Party of any of the foregoing Persons (each such Person being called an
“Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses (including the fees, charges and disbursements of any
external counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee
by any third party or by any Loan Party or any Subsidiary thereof arising out of, in connection
with, as a result of or in any other way associated with (i) the execution or delivery of this
Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby,
and the performance by the parties hereto of their respective obligations hereunder or thereunder,
(ii) the Collateral, the Loan Documents and consummation of the transactions or events (including
the enforcement or defense thereof and any occupation, operation, use or maintenance of
Collateral



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or other property of a Loan Party) at any time associated therewith or contemplated
therein, (iii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom
(including any refusal by a L/C Issuer to honor a demand for payment under a Letter of Credit if
the documents presented in connection with such demand do not strictly comply with the terms of
such Letter of Credit), (iv) any actual or alleged presence or Release of Hazardous Materials on,
at, under or from any property owned or operated by any Loan Party or any Subsidiary thereof, or
any Environmental Liability related in any way to any Loan Party or any Subsidiary thereof, or (v)
any actual or prospective claim, litigation, investigation or proceeding relating to any of the
foregoing, whether based on contract, tort or any other theory, whether brought by a third party or
by any Loan Party or any Subsidiary thereof, and regardless of whether any Indemnitee is a party
thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the
comparative, contributory or sole negligence of the Indemnitee; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses are determined by a court of competent jurisdiction by
final and nonappealable judgment to have resulted from the gross negligence or willful misconduct
of such Indemnitee.




     (c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to
indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it
to the Administrative Agent (or any sub-agent thereof), each other Agent, each L/C Issuer or any
Related Party of any of the foregoing, each Revolving Credit Lender severally agrees to pay to the
Administrative Agent (or any such sub-agent), such L/C Issuer or such Related Party, as the case
may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought) of such unpaid amount, provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case
may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or
such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing
acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such
capacity. The obligations of the Revolving Credit Lenders under this subsection (c) are subject to
the provisions of Section 2.12(d).



     (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by
applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee,
on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to
direct or actual damages) arising out of, in connection with, or as a result of, this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby, the transactions
contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof.
No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the
use by unintended recipients of any information or other materials distributed to such unintended
recipients by such Indemnitee through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby other than for direct or actual damages resulting from
the gross negligence or willful misconduct of such Indemnitee as determined by a final and
nonappealable judgment of a court of competent jurisdiction.



     (e) Payments. All amounts due under this Section shall be payable not later than ten
Business Days after demand therefor.



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     (f) Survival. The agreements in this Section shall survive the resignation of the
Administrative Agent, any L/C Issuer and the Swing Line Lender, the replacement of any Lender, the
termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the
other Obligations.



     Section 10.05 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is
made to the Administrative Agent, any L/C Issuer or any Lender, or the Administrative Agent, such
L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such
setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential,
set aside or required (including pursuant to any settlement entered into by the Administrative
Agent, such L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any
other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a)
to the extent of such recovery, the obligation or part thereof originally intended to be satisfied
shall be revived and continued in full force and effect as if such payment had not been made or
such setoff had not occurred, and (b) each Lender and each L/C Issuer severally agrees to pay to
the Administrative Agent upon demand its applicable share (without duplication) of any amount so
recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such
demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from
time to time in effect. The obligations of the Lenders and the L/C Issuers under clause
(b) of the preceding sentence shall survive the payment in full of the Obligations and the
termination of this Agreement.



     Section 10.06 Successors and Assigns.



     (a) Successors and Assigns Generally. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of the Administrative Agent and
each Lender and no Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this
Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this
Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions
of subsection (f) of this Section (and any other attempted assignment or transfer by any party
hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their respective successors and
assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section
and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative
Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.



     (b) Assignments by Lenders. Any Lender may at any time assign to one or more
assignees all or a portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans (including for purposes of this subsection (b), participations
in L/C Obligations and in Swing Line Loans) at the time owing to it); provided
that any such assignment shall be subject to the following conditions:



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     (i) Minimum Amounts.




     (1) in the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to
a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned;
and




     (2) in any case not described in subsection (b)(i)(1) of this Section, the aggregate
amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or,
if the Commitment is not then in effect, the principal outstanding balance of the Loans of
the assigning Lender subject to each such assignment, determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the Administrative
Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade
Date, shall not be less than $1,000,000 unless each of the Administrative Agent and, so long
as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each
such consent not to be unreasonably withheld or delayed); provided, however,
that concurrent assignments to members of an Assignee Group and concurrent assignments from
members of an Assignee Group to a single assignee (or to an assignee and members of its
Assignee Group) will be treated as a single assignment for purposes of determining whether
such minimum amount has been met.




     (ii) Proportionate Amounts. Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement with respect to the Loans or the Commitment assigned, except that this
clause (ii) shall not apply to the Swing Line Lender’s rights and obligations in
respect of Swing Line Loans;




     (iii) Required Consents. The following consents shall have been provided to
the extent required below:




     (1) the consent of the Borrower (such consent not to be unreasonably withheld
or delayed) shall be required unless (1) an Event of Default has occurred and is
continuing at the time of such assignment or (2) such assignment is to a Lender, an
Affiliate of a Lender or an Approved Fund;




     (2) the consent of the Administrative Agent (such consent not to be
unreasonably withheld or delayed) shall be required;




     (3) the consent of each L/C Issuer (such consent not to be unreasonably
withheld or delayed) shall be required with respect to any assignment of a Revolving
Credit Commitment; and




     (4) the consent of the Swing Line Lender (such consent not to be unreasonably
withheld or delayed) shall be required with respect to any assignment of a Revolving
Credit Commitment.



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     (iv) Assignment and Assumption. The parties to each assignment shall execute
and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee in the amount of $3,500; provided, however,
that the Administrative Agent may, in its sole discretion, elect to waive such processing
and recordation fee in the case of any assignment. The assignee, if it is not a Lender,
shall deliver to the Administrative Agent an Administrative Questionnaire.




     (v) No Assignment to the Borrower. No such assignment shall be made to the
Borrower or any of the Borrower’s Affiliates or Subsidiaries.




     (vi) No Assignment to Natural Persons. No such assignment shall be made to a
natural person.



     Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection
(c) of this Section, from and after the effective date specified in each Assignment and Assumption,
the assignee thereunder shall be a party to this Agreement and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be
entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04
with respect to facts and circumstances occurring prior to the effective date of such assignment.
Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee
Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that
does not comply with this subsection shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with subsection (d) of
this Section.



     (c) Register. The Administrative Agent, acting solely for this purpose as an agent of
the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names and addresses of the
Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to,
each Lender pursuant to the terms hereof from time to time (the “Register”). The entries
in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection by the Borrower and any Lender, at any reasonable time and from
time to time upon reasonable prior notice.



     (d) Participations. Any Lender may at any time, without the consent of, or notice to,
the Borrower or the Administrative Agent, sell participations to any Person (other than a natural
person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a
“Participant”) in all or a portion of such Lender’s rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s
participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i)
such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely



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responsible to the other parties hereto for the performance of such obligations and
(iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue to
deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement.




     Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in the first proviso to
Section 10.01 that affects such Participant. Subject to subsection (e) of this Section,
the Borrower agrees that each Participant shall be entitled to the benefits of Sections
3.01, 3.04 and 3.05 (subject to the limitations and requirements therein,
including the requirements under Section 3.01(e)) to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent
permitted by law, each Participant also shall be entitled to the benefits of Section 10.08
as though it were a Lender, provided such Participant agrees to be subject to Section
2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely
for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters
the name and address of each Participant and the principal amounts (and related interest amount) of
each participant’s interest in the Loans or other obligations under this Agreement (the
“Participant Register”). The entries in the Participant Register shall be conclusive and
such Lender shall treat each person whose name is recorded in the Participant Register as the owner
of such participation for all purposes of this Agreement notwithstanding any notice to the
contrary.



     (e) Limitations upon Participant Rights. A Participant shall not be entitled to
receive any greater payment under Section 3.01 or 3.04 than the applicable Lender
would have been entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the Borrower’s prior written
consent.



     (f) Certain Pledges. Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement (including under its Note, if any) to
secure obligations of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank or any central bank; provided that no such pledge or assignment shall
release such Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.



     (g) Electronic Execution of Assignments. The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as provided for in any
applicable law, including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act.



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     (h) Resignation as L/C Issuer or Swing Line Lender After Assignment. Notwithstanding
anything to the contrary contained herein, if at any time Revolving Credit Lender acting as Swing
Line Lender or L/C Issuer assigns all of its Commitment and Loans pursuant to subsection (b) above,
such Revolving Credit Lender may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign
as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In
the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be
entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder;
provided, however, that no failure by the Borrower to appoint any such successor
shall affect the resignation of the resigning Revolving Credit Lender as L/C Issuer or Swing Line
Lender, as the case may be. If a Revolving Credit Lender resigns as L/C Issuer, it shall retain
all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all
Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C
Obligations with respect thereto (including the right to require the Lenders to make Revolving
Credit Loans or fund risk participations in Unreimbursed Amounts pursuant to Section
2.03(c)). If a Revolving Credit Lender resigns as Swing Line Lender, it shall retain all the
rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it
and outstanding as of the effective date of such resignation, including the right to require the
Lenders to make Revolving Credit Loans or fund risk participations in outstanding Swing Line Loans
pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing
Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b)
the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit,
if any, outstanding at the time of such succession or make other arrangements satisfactory to the
resigning Revolving Credit Lender to effectively assume the obligations of the resigning Revolving
Credit Lender with respect to such Letters of Credit.



     Section 10.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent,
the Lenders and the L/C Issuers agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its Affiliates and to its and its
Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and
representatives (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority purporting to have
jurisdiction over it (including any self-regulatory authority, such as the National Association of
Insurance Commissioners) or in connection with any pledges permitted pursuant to Section
10.06(f), (c) to the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any
remedies hereunder or under any other Loan Document or any action or proceeding relating to this
Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f)
subject to an agreement containing provisions substantially the same as those of this Section, to
(i) any assignee of, pledgee of, or Participant in, or any prospective assignee of, pledgee of, or
Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospec
tive counterparty (or its advisors) to any swap or derivative transaction relating to the
Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such
Information (x) becomes publicly available other than as a result of a breach of this Section or
(y) becomes



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available to the Administrative Agent, any Lender, any L/C Issuer or any of their
respective Affiliates on a nonconfidential basis from a source other than the Borrower.




     For purposes of this Section, “Information” means all information received from the
Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective
businesses, other than any such information that is available to the Administrative Agent, any
Lender or any L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any
Subsidiary, provided that, in the case of information received from the Borrower or any
Subsidiary after the Closing Date, such information is clearly identified at the time of delivery
as confidential. Any Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.



     Each of the Administrative Agent, the Lenders and the L/C Issuers acknowledges that (a) the
Information may include material non-public information concerning the Borrower or a Subsidiary, as
the case may be, (b) it has developed compliance procedures regarding the use of material
non-public information and (c) it will handle such material non-public information in accordance
with applicable Law, including Federal and state securities Laws.



     Section 10.08 Deposit Accounts; Right of Setoff. Each Loan Party hereby grants to each L/C Issuer
and each Lender a security interest, a Lien, and a right of offset, each of which shall be in
addition to all other interests, Liens, and rights of any L/C Issuer or any Lender at common Law,
under the Loan Documents, or otherwise, to secure the repayment of the Obligations upon and against
(a) any and all moneys, securities or other property (and the proceeds therefrom) of such Loan
Party now or hereafter held or received by or in transit to any L/C Issuer or any Lender from or
for the account of such Loan Party, whether for safekeeping, custody, pledge, transmission,
collection or otherwise, (b) any and all deposits (general or special, time or demand, provisional
or final, in whatever currency) of such Loan Party with any L/C Issuer or any Lender, and (c) any
other credits and claims of such Loan Party at any time existing against any L/C Issuer or any
Lender, including claims under certificates of deposit. If an Event of Default shall have occurred
and be continuing, each Lender, each L/C Issuer and each of their respective Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by applicable law, to
foreclose upon such Lien and/or to set off and apply any and all deposits (general or special, time
or demand, provisional or final, in whatever currency) at any time held and other obligations (in
whatever currency) at any time owing by such Lender, such L/C Issuer or any such Affiliate to or
for the credit or the account of the Borrower or any other Loan Party against any and all of the
Obligations to such Lender or L/C Issuer, irrespective of whether or not such Lender or L/C Issuer
shall have made any demand under this Agreement or any other Loan Document and although such
obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a
branch or office of such Lender or L/C Issuer different from the branch or office holding such
deposit or obligated on such indebtedness. The rights of each Lender, each L/C Issuer and their
respective Affiliates under this Section are in
addition to other rights and remedies (including other rights of setoff) that such Lender,
such L/C Issuer or their respective Affiliates may have. Each Lender and each L/C Issuer agrees to
notify the Borrower and the Administrative Agent promptly after any such foreclosure or such setoff



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and application, provided that the failure to give such notice shall not affect the
validity of such foreclosure or such setoff and application. The remedies of foreclosure and
offset are separate and cumulative, and either may be exercised independently of the other without
regard to procedures or restrictions applicable to the other.




     Section 10.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any
Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the
maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If
the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum
Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such
unpaid principal, refunded to the Borrower. In determining whether the interest contracted for,
charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person
may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal
as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the
effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the
total amount of interest throughout the contemplated term of the Obligations hereunder.



     Section 10.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
This Agreement and the other Loan Documents constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except as provided in
Section 4.01, this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received counterparts hereof
that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be effective as
delivery of a manually executed counterpart of this Agreement.



     Section 10.11 Survival of Representations and Warranties. All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or
in connection herewith or therewith shall survive the execution and delivery hereof and thereof.
Such representations and warranties have been or will be relied upon by the Administrative Agent
and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or
on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice
or knowledge of any Default at the time of any Credit Extension, and shall continue in full force
and effect as long as any Loan or any other Loan Obligation hereunder shall remain unpaid or
unsatisfied or any Letter of Credit shall remain outstanding.



     Section 10.12 Severability. If any provision of this Agreement or the other Loan Documents is held
to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the
remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to
replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.
The



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invalidity of a provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.




     Section 10.13 Replacement of Lenders. If any Lender requests compensation under Section
3.04, or if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any
Lender is a Defaulting Lender or in connection with any proposed amendment, modification,
termination, waiver or consent with respect to any of the provisions hereof as contemplated by
Section 10.01, the consent of Required Lenders shall have been obtained but the consent of
one or more of such other Lenders whose consent is required shall not have been obtained, if any
other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a
party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and
the Administrative Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in, and consents required by, Section
10.06), all of its interests, rights and obligations under this Agreement and the related Loan
Documents to an assignee that shall assume such obligations (which assignee may be another Lender,
if a Lender accepts such assignment), provided that:




     (a) the Borrower shall have paid to the Administrative Agent the assignment fee
specified in Section 10.06(b);




     (b) such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all
other amounts payable to it hereunder and under the other Loan Documents (including any
amounts under Section 3.05) from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrower (in the case of all other amounts);




     (c) in the case of any such assignment resulting from a claim for compensation under
Section 3.04 or payments required to be made pursuant to Section 3.01, such
assignment will result in a reduction in such compensation or payments thereafter; and




     (d) such assignment does not conflict with applicable Laws.



     A Lender shall not be required to make any such assignment or delegation if, prior thereto, as
a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to
require such assignment and delegation cease to apply.



     Section 10.14 Governing Law; Jurisdiction, Etc.



     (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.



     (b) SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY
AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED



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STATES DISTRICT COURT
OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN
SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT
OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT
SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE
HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.




     (c) WAIVER OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF
THIS SECTION. EACH OF THE PARTIES HERETO HEREBY AGREES THAT SECTIONS 5-1401 AND 4-1402 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THE LOAN DOCUMENTS AND IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO
THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.



     (d) SERVICE OF PROCESS. IN FURTHERANCE OF THE FOREGOING, BORROWER AND EACH GUARANTOR
HEREBY IRREVOCABLY DESIGNATES AND APPOINTS CT CORPORATION SYSTEM, 111 EIGHTH AVENUE , NEW YORK,
NEW YORK 10011, AS AGENT OF BORROWER AND EACH GUARANTOR TO RECEIVE SERVICE OF ALL PROCESS BROUGHT
AGAINST BORROWER OR SUCH GUARANTOR WITH RESPECT TO ANY SUCH PROCEEDING IN ANY SUCH COURT IN NEW
YORK, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY BORROWER AND EACH GUARANTOR TO BE EFFECTIVE AND
BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS SO SERVED SHALL ALSO BE SENT BY
REGISTERED MAIL TO BORROWER OR SUCH GUARANTOR AT ITS ADDRESS SET FORTH BELOW, BUT THE FAILURE OF
BORROWER OR SUCH GUARANTOR TO RECEIVE
SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS AS AFORESAID. BORROWER
AND EACH GUARANTOR SHALL FURNISH TO ADMINISTRATIVE AGENT, EACH L/C ISSUER AND LENDERS A CONSENT OF
CT CORPORATION SYSTEM AGREEING TO ACT HEREUNDER PRIOR TO THE EFFECTIVE



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DATE OF THIS AGREEMENT.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF ADMINISTRATIVE AGENT, L/C ISSUERS AND LENDERS TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF ADMINISTRATIVE AGENT, L/C
ISSUERS AND LENDERS TO BRING PROCEEDINGS AGAINST BORROWER OR EACH GUARANTOR IN THE COURTS OF ANY
OTHER JURISDICTION. IF FOR ANY REASON CT CORPORATION SYSTEM SHALL RESIGN OR OTHERWISE CEASE TO ACT
AS BORROWER’S OR EACH GUARANTOR’S AGENT, BORROWER AND SUCH GUARANTOR HEREBY IRREVOCABLY AGREES TO
(A) IMMEDIATELY DESIGNATE AND APPOINT A NEW AGENT REASONABLY ACCEPTABLE TO ADMINISTRATIVE AGENT TO
SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE DEEMED TO BE SUBSTITUTED FOR CT
CORPORATION SYSTEM FOR ALL PURPOSES HEREOF AND (B) PROMPTLY DELIVER TO ADMINISTRATIVE AGENT THE
WRITTEN CONSENT (IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT) OF SUCH NEW
AGENT AGREEING TO SERVE IN SUCH CAPACITY.




     Section 10.15 Waiver of Jury Trial and Special Damages. EACH PARTY HERETO AND EACH OTHER LOAN PARTY
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO AND EACH OTHER LOAN PARTY
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. EACH LOAN PARTY AND EACH LENDER HEREBY FURTHER
(A) IRREVOCABLY WAIVE, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM
OR RECOVER IN ANY SUCH LITIGATION ANY “SPECIAL DAMAGES,” AS DEFINED BELOW, (B) CERTIFY THAT NO
PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVERS, AND (C) ACKNOWLEDGE THAT IT HAS BEEN INDUCED TO ENTER INTO THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION. AS USED IN THIS
SECTION, “SPECIAL DAMAGES” INCLUDES ALL SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR
PUNITIVE DAMAGES (REGARDLESS OF HOW NAMED), BUT DOES NOT INCLUDE ANY PAYMENTS OR FUNDS WHICH
ANY PARTY HERETO HAS EXPRESSLY PROMISED TO PAY OR DELIVER TO ANY OTHER PARTY HERETO.



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     Section 10.16 No Advisory or Fiduciary Responsibility. In connection with all aspects of each
transaction contemplated hereby, the Borrower and each other Loan Party acknowledges and agrees,
and acknowledges its Affiliates’ understanding, that: (i) the credit facility provided for
hereunder and any related arranging or other services in connection therewith (including in
connection with any amendment, waiver or other modification hereof or of any other Loan Document)
are an arm’s-length commercial transaction between the Borrower, each other Loan Party and their
respective Affiliates, on the one hand, and the Agents, the L/C Issuers, the Lenders and their
respective Affiliates, on the other hand, and the Borrower and each other Loan Party is capable of
evaluating and understanding and understands and accepts the terms, risks and conditions of the
transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver
or other modification hereof or thereof); (ii) in connection with the process leading to such
transaction, each of the Agents, the L/C Issuers, the Lenders and their respective Affiliates is
and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for
the Borrower, any other Loan Party or any of their respective Affiliates, stockholders, creditors
or employees or any other Person; (iii) each of the Agents, the L/C Issuers, the Lenders and their
respective Affiliates has not assumed or will assume an advisory, agency or fiduciary
responsibility in favor of the Borrower or any other Loan Party with respect to any of the
transactions contemplated hereby or the process leading thereto, including with respect to any
amendment, waiver or other modification hereof or of any other Loan Document (irrespective of
whether any of the Agents, the L/C Issuers, the Lenders or their respective Affiliates advised or
is currently advising the Borrower, any other Loan Party or any of their respective Affiliates on
other matters) and each of the Agents, the L/C Issuers, the Lenders and their respective Affiliates
has no obligation to the Borrower, any other Loan Party or any of their respective Affiliates with
respect to the transactions contemplated hereby except those obligations expressly set forth herein
and in the other Loan Documents; (iv) the Agents and their respective Affiliates, the L/C Issuers
and their respective Affiliates and the Lenders and their respective Affiliates may be engaged in a
broad range of transactions that involve interests that differ from those of the Borrower, the
other Loan Parties and their respective Affiliates, and each of the Agents, the L/C Issuers, the
Lenders and their respective Affiliates has no obligation to disclose any of such interests by
virtue of any advisory, agency or fiduciary relationship; and (v) each of the Agents, the L/C
Issuers, the Lenders and their respective Affiliates has not provided and will not provide any
legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated
hereby (including any amendment, waiver or other modification hereof or of any other Loan Document)
and each of the Borrower and the other Loan Parties has consulted its own legal, accounting,
regulatory and tax advisors to the extent it has deemed appropriate. Each of the Borrower and the
other Loan Parties hereby waives and releases, to the fullest extent permitted by law, any claims
that it may have against the Agents, the L/C Issuers, the Lenders and their respective Affiliates
with respect to any breach or alleged breach of agency or fiduciary duty.



     Section 10.17 USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter
defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies
the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title
III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required
to obtain, verify and record information that identifies the Borrower, which information includes
the name and address of the Borrower and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify the Borrower in accordance with the Act.



-138-









 





     Section 10.18 Entire Agreement. This Agreement and the other Loan Documents represent the final
agreement among the parties and may not be contradicted by evidence of prior, contemporaneous, or
subsequent oral agreements of the parties. There are no unwritten oral agreements among the
parties.



[Remainder of page intentionally left blank.]




-139-









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written.



	 	 	 	 	 
	 	TARGA RESOURCES, INC.

 	 
	 	By:  	/s/ Matthew J. Meloy
 	 
	 	 	Name:  	Matthew J. Meloy 	 
	 	 	Title:  	Vice President — Finance and Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as

Administrative Agent, Collateral Agent, Swing Line

Lender, a L/C Issuer and a Lender

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



-2-









 






	 	 	 	 	 



	 	 	 	 	 
	 	CREDIT SUISSE AG, CAYMAN ISLANDS 

BRANCH, as a Lender and a L/C Issuer

 	 
	 	By:  	/s/ Bill O’Daly
 	 
	 	 	Name:  	Bill O’Daly 	 
	 	 	Title        Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Kevin Buddhdew
 	 
	 	 	Name:  	Kevin Buddhdew 	 
	 	 	Title        Associate 	 



-3-









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as a Lender

 	 
	 	By:  	/s/ Adam H. Fey
 	 
	 	 	Name:  	Adam H. Fey 	 
	 	 	Title        Vice President 	 



-4-









 






	 	 	 	 	 



	 	 	 	 	 
	 	ING CAPITAL LLC, as a Lender

 	 
	 	By:  	/s/ Richard Ennis
 	 
	 	 	Name:  	Richard Ennis 	 
	 	 	Title        Director 	 



-5-









 






	 	 	 	 	 



	 	 	 	 	 
	 	BARCLAYS BANK PLC, as a Lender

 	 
	 	By:  	/s/ Ann E. Sutton
 	 
	 	 	Name:  	Ann E. Sutton 	 
	 	 	Title        Vice President 	 



-6-









 







EXHIBIT A




[FORM OF]

BORROWING NOTICE





	To:





Deutsche Bank Trust Company Americas,

60 WALL STREET

NEW YORK, NY 10005




[Insert Date]

Ladies and Gentlemen:




     Reference is made to the Credit Agreement, dated as of January 5, 2010 (as the same may be
amended, restated, extended, supplemented or otherwise modified in writing from time to time, the
“Credit Agreement”), among Targa Resources, Inc., (the “Borrower”), the guarantors party thereto,
the lenders from time to time party thereto (the “Lenders”), and Deutsche Bank Trust Company
Americas, as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer. Terms
used herein without definition shall have the meanings assigned to such terms in the Credit
Agreement.



     Pursuant to Section 2.02(a) of the Credit Agreement, Borrower hereby gives you notice that it
hereby requests (select one):




	 	___ 	 	 A new [Term Borrowing][Revolving Credit Borrowing]
	 
	 	___ 	 	 Conversion of [Term Loans][Revolving Credit Loans]
	 
	 	___ 	 	 Continuation of Eurodollar Rate Loans
	 
	 	 	 	to be made on the terms set forth below:





	 	 	 	 	 

	(i)

	 	Date of Borrowing, Conversion or
Continuation (which is a Business Day)
	 	_______________________
	 
	 	 	 	 
	(ii)

	 	Principal amount of Borrowing,
Conversion or Continuation1
	 	_______________________








 




			
	1	 	Each Borrowing of Eurodollar Rate Loans
shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000
in excess thereof. Except as provided in Sections 2.03(c) and
2.04(c), each Borrowing of Base Rate Loans (other than Swing Line Loans
as to which this Borrowing Notice shall not apply) shall be in a principal
amount of $500,000 or a whole multiple of $100,000 in excess thereof.














 










	 	 	 	 	 

	(iii)

	 	Type of Borrowing, Conversion or
Continuation2
	 	[Base Rate Loan][Eurodollar Rate
Loan]
	 
	 	 	 	 
	(iv)

	 	For Eurodollar Rate Loans: Duration of
Interest Period3
	 	_______________________






[Signature Page Follows]






 




			
	2	 	If the Borrower fails to specify a Type
of Loan in this Borrowing Notice or fails to give a timely notice requesting a
conversion or continuation, then the applicable Loans shall be made as, or
converted to, Base Rate Loans, effective as of the last day of the Interest
Period then in effect with respect to applicable Eurodollar Rate Loans.
	 
	3	 	If the Borrower requests a Borrowing,
conversion or continuation of Eurodollar Rate Loans in this Borrowing Notice,
but fails to specify an Interest Period, it will be deemed to have specified an
Interest Period of one (1) month.














 










     [The Borrower hereby represents and warrants that the conditions specified in Sections
4.02(a) and (b) shall be satisfied on and as of the date of the applicable Credit
Extension.]4



	 	 	 	 	 
	 	TARGA RESOURCES, INC.

as Borrower,

 	 
	 	By:  	 	 
	 	 	Name:  	Matthew Meloy 	 
	 	 	Title:  	Vice President, Finance & Treasurer 	 
	 





 




			
	4	 	Not applicable in the case of conversions
or continuations of Loans.


















 





EXHIBIT B




[FORM OF]

SWING LINE LOAN NOTICE



To:




Deutsche Bank Trust Company Americas,

as Administrative Agent and Swing Line Lender

60 WALL STREET

NEW YORK, NY 10005




[Insert Date]

Ladies and Gentlemen:




     Reference is made to the Credit Agreement, dated as of January 5, 2010 (as the same may be
amended, restated, extended, supplemented or otherwise modified in writing from time to time, the
“Credit Agreement”), among Targa Resources, Inc., (the “Borrower”), the guarantors party thereto,
the lenders from time to time party thereto (the “Lenders”), and Deutsche Bank Trust Company
Americas, as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer. Terms
used herein without definition shall have the meanings assigned to such terms in the Credit
Agreement.



     Pursuant to Section 2.04(b) of the Credit Agreement, Borrower hereby gives you notice that it
requests a new Swing Line Borrowing, and in that connection sets forth below the terms on which
such Swing Line Loan Borrowing is requested to be made:



	 	 	 	 	 

	(i) Amount to be Borrowed5

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	(ii) Date of Borrowing (which is a Business Day)
	 	 	 	 
	 

	 	 	 	 





[Signature Page Follows]






 




			
	5	 	Each request for a Swing Line Borrowing
shall be for an amount equal to or greater than $100,000.




 









 










     The Borrower hereby represents and warrants that the conditions specified in Sections
4.02(a) and (b) shall be satisfied on and as of the date of the applicable Credit
Extension.



	 	 	 	 	 
	 	TARGA RESOURCES, INC.

as Borrower,

 	 
	 	By:  	 	 
	 	 	Name:  	Matthew Meloy 	 
	 	 	Title:  	Vice President, Finance & Treasurer 	 
	 




 









 





EXHIBIT C-1




LENDER: [l]

PRINCIPAL AMOUNT: $[l]




[FORM OF] TERM NOTE



New York, New York

[Date]




     FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby promises to pay the
Lender set forth above (the “Term Lender”) or its registered assigns, in accordance with the
provisions of the Credit Agreement (as hereinafter defined), the principal amount of the Term Loan
made by the Term Lender to the Borrower under that certain Credit Agreement, dated as of January 5,
2010 (as the same may be amended, restated, extended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among the Borrower, the Lenders from time to time party
thereto and Deutsche Bank Trust Company Americas, as Administrative Agent, Collateral Agent, Swing
Line Lender and an L/C Issuer. Capitalized terms used herein without definition shall have the
meanings assigned to such terms in the Credit Agreement.



     The Borrower promises to pay interest on the unpaid principal amount of the Term Loan made by
the Term Lender from the date of such Loan until such principal amount is paid in full, at such
interest rates and at such times as provided in the Credit Agreement. All payments of principal
and interest shall be made to the Administrative Agent for the account of the Term Lender in
Dollars in immediately available funds at the Administrative Agent’s Office as set forth in the
Credit Agreement.



     This note is one of the Term Notes referred to in and entitled to the benefits of the Credit
Agreement that, among other things, contains provisions for the acceleration of the maturity hereof
upon the happening of certain events, for optional and mandatory prepayment of the principal hereof
prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit
Agreement, all upon the terms and conditions therein specified. This Term Note is also entitled to
the benefits of the Guaranty and is secured by the Collateral to the extent set forth in the Credit
Agreement. The Term Loans made by the Term Lender shall be evidenced by one or more loan accounts
or records maintained by the Term Lender in the ordinary course of business. The Term Lender may
also attach schedules to this Term Note and endorse thereon the date, amount and maturity of its
Term Loans and payments with respect thereto.



     The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment,
protest and demand and notice of protest, demand, dishonor and non-payment of this Term Note.



     For the avoidance of doubt, to the extent that any provision herein conflicts with any
provision, term or condition set forth in the Credit Agreement, the applicable Credit Agreement
provision, term or condition shall control.



     THIS TERM NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.



 









 





[Signature page follows]




 









 





	 	 	 	 	 
	 	TARGA RESOURCES, INC.

as Borrower,

 	 
	 	By  	 	 
	 	 	Name:  	Matthew Meloy 	 
	 	 	Title:  	Vice President, Finance & Treasurer 	 
	 




 









 





LOANS AND PAYMENTS WITH RESPECT THERETO




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Amount of	 	Outstanding	 	 
	 	 	 	 	 	 	 	 	Principal or	 	Principal	 	 
	 	 	Type of Loan	 	Amount of	 	End of Interest	 	Interest Paid	 	Balance This	 	Notation
	Date	 	Made	 	Loan Made	 	Period	 	This Date	 	Date	 	Made By
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 





EXHIBIT C-2




LENDER: [l]

PRINCIPAL AMOUNT: $[l]




[FORM OF] REVOLVING CREDIT NOTE



New York, New York

[Date]




     FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby promises to pay the
Lender set forth above (the “Revolving Credit Lender”) or its registered assigns, in
accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal
amount of each Revolving Credit Loan made by the Revolving Credit Lender to the Borrower from time
to time under that certain Credit Agreement, dated as of January 5, 2010 (as the same may be
amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the Borrower, the Lenders from time to time party thereto and Deutsche Bank
Trust Company Americas, as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C
Issuer. Capitalized terms used herein without definition shall have the meanings assigned to such
terms in the Credit Agreement.



     The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit
Loan made by the Revolving Credit Lender from the date of such Loan until such principal amount is
paid in full, at such interest rates and at such times as provided in the Credit Agreement. All
payments of principal and interest shall be made to the Administrative Agent for the account of the
Revolving Credit Lender in Dollars in immediately available funds at the Administrative Agent’s
Office as set forth in the Credit Agreement.



     This note is one of the Revolving Credit Notes referred to in and entitled to the benefits of
the Credit Agreement that, among other things, contains provisions for the acceleration of the
maturity hereof upon the happening of certain events, and for optional and mandatory prepayment of
the principal hereof prior to the maturity hereof, and for the amendment or waiver of certain
provisions of the Credit Agreement, all upon the terms and conditions therein specified. This
Revolving Credit Note is also entitled to the benefits of the Guaranty and is secured by the
Collateral to the extent set forth in the Credit Agreement. The Revolving Credit Loans made by the
Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by
the Revolving Credit Lender in the ordinary course of business. The Revolving Credit Lender may
also attach schedules to this Revolving Credit Note and endorse thereon the date, amount and
maturity of its Revolving Loans and payments with respect thereto.



     The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment,
protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Credit
Note.



     For the avoidance of doubt, to the extent that any provision herein conflicts with any
provision, term or condition set forth in the Credit Agreement, the applicable Credit Agreement
provision, term or condition shall control.



 









 





     THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK.



[Signature page follows]









 









 











	 	 	 	 	 
	 	TARGA RESOURCES, INC.

as Borrower,

 	 
	 	By  	 	 
	 	 	Name:  	Matthew Meloy 	 
	 	 	Title:  	Vice President, Finance & Treasurer 	 
	 




 









 





LOANS AND PAYMENTS WITH RESPECT THERETO




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Amount of	 	Outstanding	 	 
	 	 	 	 	 	 	 	 	Principal or	 	Principal	 	 
	 	 	Type of Loan	 	Amount of	 	End of Interest	 	Interest Paid	 	Balance This	 	Notation
	Date	 	Made	 	Loan Made	 	Period	 	This Date	 	Date	 	Made By
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 





EXHIBIT C-3




SWING LINE LENDER: [l]

PRINCIPAL AMOUNT: $[l]




[FORM OF] SWING LINE NOTE



New York, New York

[Date]




     FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby promises to pay the
Swing Line Lender or its registered assigns, in accordance with the provisions of the Credit
Agreement (as hereinafter defined), the principal amount of each Swing Line Loan made by the Swing
Line Lender to the Borrower from time to time under that certain Credit Agreement, dated as of
January 5, 2010 (as the same may be amended, restated, extended, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among the Borrower, the Lenders from time to
time party thereto and Deutsche Bank Trust Company Americas, as Administrative Agent, Collateral
Agent, Swing Line Lender and an L/C Issuer. Capitalized terms used herein without definition shall
have the meanings assigned to such terms in the Credit Agreement.



     The Borrower promises to pay interest on the unpaid principal amount of each Swing Line Loan
from the date of such Loan until such principal amount is paid in full, at such interest rates and
at such times as provided in the Credit Agreement. All payments of principal and interest shall be
made to the Administrative Agent for the account of the Swing Line Lender in Dollars in immediately
available funds at the Swing Line Lender’s office, as set forth in the Credit Agreement.



     This note is one of the Swing Line Notes referred to in and entitled to the benefits of the
Credit Agreement that, among other things, contains provisions for the acceleration of the maturity
hereof upon the happening of certain events, and for optional and mandatory prepayment of the
principal hereof prior to the maturity hereof, and for the amendment or waiver of certain
provisions of the Credit Agreement, all upon the terms and conditions therein specified. This
Swing Line Note is also entitled to the benefits of the Guaranty and is secured by the Collateral
to the extent set forth in the Credit Agreement. The Swing Line Loans made by the Swing Line Lender
shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in
the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing
Line Note and endorse thereon the date, amount and maturity of its Revolving Loans and payments
with respect thereto.



     The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment,
protest and demand and notice of protest, demand, dishonor and non-payment of this Swing Line Note.



     For the avoidance of doubt, to the extent that any provision herein conflicts with any
provision, term or condition set forth in the Credit Agreement, the applicable Credit Agreement
provision, term or condition shall control.



     THIS SWING LINE NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.



 









 





[Signature page follows]









 









 











	 	 	 	 	 
	 	TARGA RESOURCES, INC.

as Borrower,

 	 
	 	By  	 	 
	 	 	Name:  	Matthew Meloy 	 
	 	 	Title:  	Vice President, Finance & Treasurer 	 
	 




 









 





LOANS AND PAYMENTS WITH RESPECT THERETO




	 	 	 	 	 	 	 
	 	 	 	 	Outstanding	 	 
	 	 	 	 	Principal	 	 
	 	 	Amount of	 	Balance This	 	Notation
	Date	 	Loan Made	 	Date	 	Made By
	 
	 	 	 	 	 	 





 









 





EXHIBIT D




[FORM OF]

COMPLIANCE CERTIFICATE




TARGA RESOURCES, INC.



     This Compliance Certificate is being delivered pursuant to Section 6.02 of the Credit
Agreement, dated as of January 5, 2010 (as the same may be amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Credit Agreement”),
among Targa Resources, Inc. (the “Borrower”), the Lenders from time to time party thereto
and Deutsche Bank Trust Company Americas, as Administrative Agent, Collateral Agent, Swing Line
Lender and an L/C Issuer. Terms used herein without definition shall have the meanings assigned to
such terms in the Credit Agreement.



     Borrower hereby certifies, represents and warrants that as of [            ] (the “Test
Date”)6



     1. The Consolidated Leverage Ratio was [____:1.0], as computed on Attachment 1
hereto, and such ratio [complies][does not comply] with the provisions of Section 7.11(a)
of the Credit Agreement;



     2. The Interest Coverage Ratio was [____:1.0], as computed on Attachment 2 hereto, and
such ratio [complies][does not comply] with the provisions of Section 7.11(b) of the Credit
Agreement;



     3. The Capital Expenditures for the Borrower and the Restricted Subsidiaries for the fiscal
year ended [       ], or any part thereof, were in the aggregate amount of $[ ], and such
Capital Expenditures [exceed][do not exceed] the amount permitted by Section 7.12 of the
Credit Agreement as computed on Attachment 3 hereto;



     [4. Set forth on Attachment 4 is a list of each Subsidiary that identifies each
Subsidiary as a Restricted Subsidiary (and, as applicable, an Excluded Subsidiary or Immaterial
Subsidiary), or an Unrestricted Subsidiary as of the date hereof;]7



     [5. During the fiscal year of the Borrower ended as of the above date, (i) no Material
Fee Owned Property was acquired and (ii) no Material Lease was entered into, except as set forth on
Attachment 5 hereto;]8 and





 




			
	6	 	Test Date is the last day of the fiscal
quarter covered by the most recent financial statements delivered under Section
6.01 of the Credit Agreement.
	 
	7	 	Include if this Compliance Certificate
is being furnished in connection with the financial statements delivered
pursuant to Section 6.01(a) of the Credit Agreement.




 









 










     [4][6]. No Default has occurred and is continuing[.][ other than as follows:]9



[Signature Page Follows]







 



Footnote continued from previous page.



	 	 	 
	8	 	Include if this Compliance Certificate
is being furnished in connection with the financial statements delivered
pursuant to Section 6.01(a) of the Credit Agreement.
	 
	9	 	If there is an Event of Default
occurring, describe the steps, if any, being taken to cure it.




 









 










	 	 	 	 	 
	 	IN WITNESS WHEREOF, Borrower has caused this

Compliance Certificate to be executed and delivered

by its Responsible Officer on this [      ] day of [            ], 20[ ].







TARGA RESOURCES, INC.

as Borrower,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 











 





ATTACHMENT 1




Consolidated Leverage Ratio




	 	 	 	 	 

	Consolidated Leverage Ratio:
	 	 	 	 
	Consolidated Funded Indebtedness to 


Consolidated Adjusted EBITDA
	 	 	 	 
	 
	 	 	 	 
	Consolidated Funded Indebtedness as of _____, 20__
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Consolidated Adjusted EBITDA for the four
consecutive fiscal quarter period ended _____, 20__
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Consolidated Funded
Indebtedness to
Consolidated Adjusted
EBITDA
	 	 	___:1.00	 
	 
	 	 	 	 
	Covenant requirement for
fiscal quarter ending on
the Test Date
	 	No more than ___:1.00








 









 








ATTACHMENT 2




Interest Coverage Ratio




	 	 	 	 	 
	Interest Coverage Ratio:
	 	 	 	 
	 
	 	 	 	 
	Consolidated Adjusted EBITDA to 


Consolidated Interest Expense
	 	 	 	 
	 
	 	 	 	 
	Consolidated Adjusted EBITDA for the four consecutive fiscal
quarter period ended _____, 20__
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Consolidated Interest Expense for the four consecutive fiscal
quarter period ended _____, 20__
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Consolidated Adjusted EBITDA to
Consolidated Interest Expense
	 	 	[        ]:1.00	 
	 
	 	 	 	 
	Covenant requirement for fiscal quarter
ending on the Test Date
	 	No more than 1.50:1.00








 









 








ATTACHMENT 3




Capital Expenditures




	 	 	 	 	 

	Capital Expenditures for the fiscal year ended
____, or any part thereof
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	Covenant requirement for the fiscal year ended ____
	 	No more than $[                    ]








 









 








ATTACHMENT 4




Subsidiaries






 









 








ATTACHMENT 5




Material Fee Owned Property and Material Leases





 









 








EXHIBIT E




[FORM OF]




ASSIGNMENT AND ASSUMPTION


          This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between the Assignor (as defined below)
and the Assignee (as defined below). Capitalized terms used in this Assignment and Assumption and
not otherwise defined herein have the meanings specified in the Credit Agreement dated as of
January 5, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Targa Resources, Inc., the subsidiary guarantors party thereto, the lenders
from time to time party thereto (the “Lenders”), Deutsche Bank Trust Company Americas, as
Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and
an L/C Issuer, and Credit Suisse AG, Cayman Islands Branch, as an L/C Issuer, receipt of a copy of
which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex
1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.


          For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the
Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any
other documents or instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and obligations of the
Assignor under the facility identified below (including participations in any Letters of Credit or
Swing Line Loans included in such facility) and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of the Assignor (in its
capacity as a Lender) against any Person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of the foregoing,
including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims
and all other claims at law or in equity related to the rights and obligations sold and assigned
pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i)
and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale
and assignment is without recourse to the Assignor and, except as expressly provided in this
Assignment and Assumption, without representation or warranty by the Assignor.




	 	1.	 	Assignor (the “Assignor”):
	 
	 	2.	 	Assignee (the “Assignee”):





                    Assignee is an Affiliate of: [Name of Lender]



                         Assignee is an Approved Fund of: [Name of Lender]




	 	3.	 	Assigned Interest:




 









 











	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Amount of	 	 	Amount of	 	 	Percentage	 
	 	 	Commitment/Loans of	 	 	Commitment/Loans	 	 	Assigned of	 
	Facility	 	all Lenders	 	 	Assigned	 	 	Commitment/Loans10	 
	Revolving Credit
Facility
	 	$	 	 	 	$	 	 	 	 	%	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Term Loans
	 	$	 	 	 	$	 	 	 	 	%	 





          4. Effective Date:





 




			
	10	 	Set forth, to at least 8 decimals, as a
percentage of the Commitment/Loans of all Lenders thereunder.




 









 










The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 
	 	[NAME OF ASSIGNOR], as

Assignor,

 	 
	 	by   	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	



[NAME OF ASSIGNEE], as

Assignee,

 	 
	 	by   	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



Consented to and Accepted:




	 	 	 	 	 
	 	



DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Administrative Agent[, Swing Line Lender and an L/C

Issuer]11

 	 
	 	by   	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	by   	


 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	



[CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as an L/C Issuer,

 	 
	 	by   	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	by   	


 	 
	 	 	Name:  	 	 
	 	 	Title:]12	 	 
	 





 




			
	11	 	Consent of Swing Line Lender and L/C
Issuer only required in the event of an assignment of a Revolving Credit
Commitment
	 
	12	 	Only required in the event of an
assignment of a Revolving Credit Commitment.




 









 










	 	 	 	 	 
	 	



[TARGA RESOURCES, INC.,

 	 
	 	by   	 	 
	 	 	Name:  	Matthew J. Meloy 	 
	 	 	Title:  	Vice President - Finance and Treasurer]13 	 
	 





 




			
	13	 	The consent of the Borrower (such consent not
to be unreasonably withheld or delayed) shall be required unless (1) an Event
of Default has occurred and is continuing at the time of such assignment or
(2) such assignment is to a Lender, an Affiliate of a Lender or an Approved
Fund.




 









 










CREDIT AGREEMENT14




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION


          1. Representations and Warranties.


          1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement, (ii)
the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement, (iii) the financial condition of the Borrower, or any of their Subsidiaries or
Affiliates or any other Person obligated in respect of the Credit Agreement or (iv) the performance
or observance by the Borrower, or any of its Subsidiaries or Affiliates or any other Person of any
of their obligations under the Credit Agreement.


          1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement
that are required to be satisfied by it in order to acquire the Assigned Interest and become a
Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) 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, and
such other documents and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on
the basis of which it has made such analysis and decision independently and without reliance on any
Agent or any other Lender, and (v) if it is a Foreign Lender, attached to this Assignment and
Assumption is any documentation required to be delivered by it pursuant to Section 3.01(e) of the
Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will,
independently and without reliance on the Assignor, any Agent 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 Credit Agreement, and (ii) it will
perform in accordance with their terms all of the ob





 




			
	14	 	Capitalized terms used in this
Assignment and Assumption and not otherwise defined herein have the meanings
specified in the Credit Agreement dated as of January 5,2010 (as amended,
supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Targa Resources, Inc., the subsidiary guarantors party
thereto, the lenders from time to time party thereto (the “Lenders”),
Deutsche Bank Trust Company Americas, as Administrative Agent (in such
capacity, the “Administrative Agent”), Swing Line Lender and an L/C
Issuer and Credit Suisse AG, Cayman Islands Branch, as an L/C Issuer.




 









 









ligations which by the terms of the Credit Agreement are required to be performed by it as a
Lender.

          2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned Interest (including payments of principal, interest fees
and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective
Date and to the Assignee for amounts which have accrued from and after the Effective Date.


          3. General Provisions. This Assignment and Assumption shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns. This Assignment
and Assumption may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and
Assumption by facsimile or other electronic transmission shall be as effective as delivery of a
manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption
shall be governed by, and construed in accordance with, the law of the State of New York.




 











 




EXHIBIT F


[FORM OF]

GUARANTEE AGREEMENT




dated as of



January 5, 2010,



among



TARGA RESOURCES, INC.,



THE SUBSIDIARIES OF TARGA RESOURCES, INC.



IDENTIFIED HEREIN



and



DEUTSCHE BANK TRUST COMPANY AMERICAS,



as Administrative Agent




 









 






TABLE OF CONTENTS


	 	 	 	 	 
	 	 	Page	 
	ARTICLE I	 	 	 	 
	 
	Definitions	 	 	 	 
	 
	Section 1.01 Credit Agreement
	 	 	3	 
	Section 1.02 Other Defined Terms
	 	 	3	 
	 
	ARTICLE II	 	 	 	 
	 
	Guarantee	 	 	 	 
	 
	Section 2.01 Guarantee
	 	 	4	 
	Section 2.02 Guarantee of Payment
	 	 	4	 
	Section 2.03 No Limitations
	 	 	4	 
	Section 2.04 Reinstatement
	 	 	5	 
	Section 2.05 Agreement To Pay; Subrogation
	 	 	5	 
	Section 2.06 Information
	 	 	6	 
	 
	ARTICLE III	 	 	 	 
	 
	Indemnity, Subrogation and Subordination	 	 	 	 
	 
	Section 3.01 Indemnity and Subrogation
	 	 	6	 
	Section 3.02 Contribution and Subrogation
	 	 	6	 
	Section 3.03 Subordination
	 	 	6	 
	 
	ARTICLE IV	 	 	 	 
	 
	Miscellaneous	 	 	 	 
	 
	Section 4.01 Notices
	 	 	7	 
	Section 4.02 Waivers; Amendment
	 	 	7	 
	Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification
	 	 	7	 
	Section 4.04 Successors and Assigns
	 	 	8	 
	Section 4.05 Survival of Agreement
	 	 	8	 
	Section 4.06 Counterparts; Effectiveness; Several Agreement
	 	 	8	 
	Section 4.07 Severability
	 	 	9	 
	Section 4.08 Right of Set-Off
	 	 	9	 
	Section 4.09 Governing Law; Jurisdiction; Consent to Service of Process
	 	 	9	 
	Section 4.10 WAIVER OF JURY TRIAL
	 	 	10	 
	Section 4.11 Headings
	 	 	11	 
	Section 4.12 Obligations Absolute
	 	 	11	 
	Section 4.13 Termination or Release
	 	 	11	 






-i-









 






	 	 	 	 	 
	 	 	Page	 
	Section 4.14 Additional Restricted Subsidiaries
	 	 	12	 






	 	 	 

	Schedules
	 	 
	 
	Schedule I

	 	Subsidiary Parties
	 
	Exhibits
	 	 
	 
	Exhibit I

	 	Form of Guarantee Agreement Supplement






ii









 









          GUARANTEE AGREEMENT dated as of January 5, 2010 among TARGA RESOURCES, INC. (the
“Borrower”), the Subsidiaries of the Borrower identified herein and DEUTSCHE BANK TRUST
COMPANY AMERICAS, as Administrative Agent15.



          Reference is made to the Credit Agreement dated as of January 5, 2010 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among the
Borrower, each Lender from time to time party thereto and Deutsche Bank Trust Company Americas, as
Administrative Agent, Swing Line Lender and an L/C Issuer. The Lenders have agreed to extend
credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The
obligations of the Lenders to extend such credit are conditioned upon, among other things, the
execution and delivery of this Agreement. The Subsidiary Parties are Subsidiaries of the Borrower,
will derive substantial benefits from the extension of credit to the Borrower pursuant to the
Credit Agreement and are willing to execute and deliver this Agreement in order to induce the
Lenders to extend such credit. Accordingly, the parties hereto agree as follows:



Definitions




          Credit Agreement.



          Capitalized terms used in this Agreement and not otherwise defined herein have the meanings
specified in the Credit Agreement.



          The rules of construction specified in Article I of the Credit Agreement also apply to this
Agreement.



          Other Defined Terms. As used in this Agreement, the following terms have the meanings
specified below:



          “Agreement” means this Guarantee Agreement.



          “Claiming Party” has the meaning assigned to such term in Section 3.02.



          “Contributing Party” has the meaning assigned to such term in Section 3.02.



          “Credit Agreement” has the meaning assigned to such term in the preliminary statement
of this Agreement.





 




			
	15	 	Note: To be discussed. Note that
pursuant to the Intercreditor Agreement the secured Hedging Parties have
appointed the Administrative Agent as their agent for security and guarantee
purposes.




3









 










          “Guarantee Agreement Supplement” means an instrument in the form of Exhibit I hereto.



          “Guarantor” means each Subsidiary Party and, in the case of the Subsidiary Hedge
Obligations, the Borrower.



          “Secured Parties” means, collectively, the Administrative Agent, each L/C Issuer, the
Lenders, the Collateral Agent, any Hedging Party that is a party to a Secured Hedge Agreement and
each co-agent or sub-agent appointed by the Collateral Agent or Administrative Agent from time to
time pursuant to Section 9.05 of the Credit Agreement.



          “Subsidiary Hedge Obligations” means all Obligations of any Subsidiary Guarantor
arising under any Secured Hedge Agreement.



          “Subsidiary Parties” means (a) the Restricted Subsidiaries identified on Schedule I
and (b) each other Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary
Party after the Closing Date pursuant to Section 4.14 hereof.



Guarantee




          Guarantee. Each Guarantor unconditionally guarantees, jointly with the other
Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual
payment and performance of the Obligations. Each of the Guarantors further agrees that the
Obligations may be extended or renewed, in whole or in part, without notice to or further assent
from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal
of any Obligation. Each of the Guarantors waives presentment to, demand of payment from and
protest to the Borrower or any other Loan Party of any of the Obligations, and also waives notice
of acceptance of its guarantee and notice of protest for nonpayment.



          Guarantee of Payment. Each Guarantor further agrees that its guarantee hereunder
constitutes a guarantee of payment when due and not of collection, and waives any right to require
that any resort be had by any Agent or any other Secured Party to any security held for the payment
of the Obligations or to any balance of any deposit account or credit on the books of any Agent or
any other Secured Party in favor of the Borrower or any other Person.



          No Limitations.



          Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section
4.13, the obligations of each Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason, including any claim of waiver, release,
surrender, alteration or compromise, and shall not be subject to any defense or set-off,
counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or
unenforceability of the Obligations or otherwise. Without limiting the generality of the
foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or
otherwise affected by (i) the failure of any Agent or any other Secured Party to assert any claim
or demand or



4









 




to enforce any right or remedy under the provisions of any Loan Document or otherwise;
(ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or
provisions of, any Loan Document or any other agreement, including with respect to any other
Guarantor under this Agreement; (iii) the release of any Obligation or any security held by the
Collateral Agent or any other Secured Party for the Obligations; (iv) any default, failure or
delay, willful or otherwise, in the performance of the Obligations; or (v) any other act or
omission that may or might in any manner or to any extent vary the risk of any Guarantor or
otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the
indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes
the Secured Parties to take and hold security for the payment and performance of the Obligations,
to exchange, waive or release any or all such security (with or without consideration), to enforce
or apply such security and direct the order and manner of any sale thereof in their sole discretion
or to release or substitute any one or more other guarantors or obligors upon or in respect of the
Obligations, all without affecting the obligations of any Guarantor hereunder.




          To the fullest extent permitted by applicable law, each Guarantor waives any defense based on
or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of
the Obligations or any part thereof from any cause, or the cessation from any cause of the
liability of the Borrower or any other Loan Party, other than the indefeasible payment in full in
cash of all the Obligations. The Agents and the other Secured Parties may in accordance with the
terms of the Security Documents, at their election, foreclose on any security held by one or more
of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in
lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation
with the Borrower or any other Loan Party or exercise any other right or remedy available to them
against the Borrower or any other Loan Party, without affecting or impairing in any way the
liability of any Guarantor hereunder except to the extent the Obligations have been fully and
indefeasibly paid in cash. To the fullest extent permitted by applicable law, each Guarantor
waives any defense arising out of any such election even though such election operates, pursuant to
applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right
or remedy of such Guarantor against the Borrower or any other Loan Party, as the case may be, or
any security.



          Reinstatement. Each of the Guarantors agrees that its guarantee hereunder shall
continue to be effective or be reinstated, as the case may be, if at any time payment, or any part
thereof, of any Obligation is rescinded or must otherwise be restored by any Agent or any other
Secured Party upon the bankruptcy or reorganization of the Borrower, any other Loan Party or
otherwise.



          Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation
of any other right that any Agent or any other Secured Party has at law or in equity against any
Guarantor by virtue hereof, upon the failure of the Borrower, or any other Loan Party, to pay any
Obligation when and as the same shall become due, whether at maturity, by acceleration, after
notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or
cause to be paid, to the Administrative Agent for distribution to the Secured Parties in cash the
amount of such unpaid Obligation. Upon payment by any Guarantor of any sums to the Administrative
Agent as provided above, all rights of such Guarantor against the Borrower, or



5









 




any other Loan Party
arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity
or otherwise shall in all respects be subject to Article III.




          Information. Each Guarantor assumes all responsibility for being and keeping itself
informed of the Borrower’s, and each other Loan Party’s financial condition and assets, and of all
other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope
and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of
the Agents or the other Secured Parties will have any duty to advise such Guarantor of information
known to it or any of them regarding such circumstances or risks.



Indemnity, Subrogation and Subordination




          Indemnity and Subrogation. In addition to all such rights of indemnity and
subrogation as the Subsidiary Parties may have under applicable law (but subject to Section 3.03),
the Borrower agrees that in the event a payment of an obligation shall be made by any Subsidiary
Party under this Agreement, the Borrower shall indemnify such Subsidiary Party for the full amount
of such payment and such Subsidiary Party shall be subrogated to the rights of the Person to whom
such payment shall have been made to the extent of such payment.



          Contribution and Subrogation. Each Subsidiary Party (a “Contributing Party”)
agrees (subject to Section 3.03) that, in the event a payment shall be made by any other Subsidiary
Party hereunder in respect of any Obligation and such other Subsidiary Party (the “Claiming
Party”) shall not have been fully indemnified by the Borrower as provided in Section 3.01, the
Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such
payment, in each case multiplied by a fraction of which the numerator shall be the net worth of the
Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all
the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or,
in the case of any Subsidiary Party becoming a party hereto pursuant to Section 4.14, the date of
the Guarantee Agreement Supplement hereto executed and delivered by such Subsidiary Party). Any
Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 shall be
subrogated to the rights of such Claiming Party to the extent of such payment.



          Subordination.



          Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors
under Sections 3.01 and 3.02 and all other rights of indemnity, contribution or subrogation under
applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash
of the Obligations. No failure on the part of the Borrower or any Subsidiary Party to make the
payments required by Sections 3.01 and 3.02 (or any other payments required under applicable law or
otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect
to its obligations hereunder, and each Guarantor shall remain liable for the full amount of the
obligations of such Guarantor hereunder.



          Each Guarantor hereby agrees that upon the occurrence and during the continuance of an Event
of Default and after notice from the Administrative Agent or the Collateral



6









 




Agent, all Indebtedness
owed by such Guarantor to the Borrower or any Subsidiary shall be fully subordinated to the
indefeasible payment in full in cash of the Obligations.




Miscellaneous




          Notices. All communications and notices hereunder shall (except as otherwise
expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit
Agreement. All communications and notices hereunder to any Subsidiary Party shall be given to it
in care of the Borrower as provided in of the Credit Agreement.



          Waivers; Amendment.



          No failure or delay by any Agent, any L/C Issuer or any Lender in exercising any right or
power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the Agents, the L/C Issuers and
the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of
any rights or remedies that they would otherwise have. No waiver of any provision of this
Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective
unless the same shall be permitted by paragraph (b) of this Section 4.02, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of
Credit shall not be construed as a waiver of any Default, regardless of whether any Agent, any
Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice
or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice
or demand in similar or other circumstances.



          Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the
Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to
apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement and
the Intercreditor Agreement.



          Administrative Agent’s Fees and Expenses; Indemnification.



          The parties hereto agree that the Administrative Agent shall be entitled to reimbursement of
its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement.



          Without limitation of its indemnification obligations under the other Loan Documents, the
Borrower agrees to indemnify the Administrative Agent and the other Indemnitees (as defined in
Section 10.04 of the Credit Agreement) against, and to hold each Indemnitee harmless from, any and
all losses, claims, damages, liabilities and related expenses, including the reasonable fees,
charges and disbursements of any counsel for any Indemnitee, incurred by or asserted



7









 




against any
Indemnitee arising out of, in connection with or as a result of the execution, delivery or
performance of this Agreement or any claim, litigation, investigation or proceeding relating to any
of the foregoing agreements or instruments contemplated hereby, whether or not any Indemnitee is a
party thereto; provided that such indemnity shall not, as to any Indemnitee, be available
to the extent that such losses, claims, damages, liabilities or related expenses are determined by
a court of competent jurisdiction by final and nonappealable judgment to have resulted from the
gross negligence or willful misconduct of such Indemnitee.




          Any such amounts payable as provided hereunder shall be additional Obligations guaranteed
hereunder and secured by the other Security Documents. The provisions of this Section 4.03 shall
remain operative and in full force and effect regardless of the termination of this Agreement or
any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of
any of the Obligations, the invalidity or unenforceability of any term or provision of this
Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent or any
other Secured Party. All amounts due under this Section 4.03 shall be payable within 10 days of
written demand therefor.



          Successors and Assigns. Whenever in this Agreement any of the parties hereto is
referred to, such reference shall be deemed to include the permitted successors and assigns of such
party; and all covenants, promises and agreements by or on behalf of any Guarantor or the
Administrative Agent that are contained in this Agreement shall bind and inure to the benefit of
their respective successors and assigns.



          Survival of Agreement. All covenants, agreements, representations and warranties made
by the Loan Parties in the Loan Documents or any Secured Hedge Agreements, as applicable, and in
the certificates or other instruments prepared or delivered in connection with or pursuant to this
Agreement, any other Loan Document or any Secured Hedge Agreement, as applicable, shall be
considered to have been relied upon by the Lenders or the applicable Hedging Party, as the case may
be, and shall survive the execution and delivery of the Loan Documents, the making of any Loans and
issuance of any Letters of Credit and the entering into any Secured Hedge Agreement, as applicable,
regardless of any investigation made by any Lender or any Hedging Party or on their behalf and
notwithstanding that any Secured Party may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended under the Credit Agreement or any
Secured Hedge Agreement is entered into, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount payable under any
Loan Document is outstanding and unpaid, any Letter of Credit is outstanding or any amount payable
under any Secured Hedge Agreement is outstanding and unpaid and so long as the Commitments have not
expired or terminated.



          Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in
counterparts, each of which shall constitute an original but all of which when taken together shall
constitute a single contract. Delivery of an executed signature page to this Agreement by
facsimile transmission or other means of electronic transmission shall be as effective as delivery
of a manually signed counterpart of this Agreement. This Agreement shall become effective as to
any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been
delivered to the Administrative Agent and a counterpart hereof shall have been



8









 




executed on behalf
of the Administrative Agent, and thereafter shall be binding upon such Loan Party and the
Administrative Agent and their respective permitted successors and assigns, and shall inure to the
benefit of such Loan Party, the Administrative Agent and the other Secured Parties and their
respective successors and assigns, except that no Loan Party shall have the right to assign or
transfer its rights or obligations hereunder or any interest herein (and any such assignment or
transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement.
This Agreement shall be construed as a separate agreement with respect to each Loan Party and may
be amended, modified, supplemented, waived or released with respect to any Loan Party without the
approval of any other Loan Party and without affecting the obligations of any other Loan Party
hereunder.




          Severability. Any provision of this Agreement held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The
parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of
the invalid, illegal or unenforceable provisions.



          Right of Set-Off. In addition to any rights and remedies of the Lenders provided by
Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its
Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or
any other Loan Party, any such notice being waived by the Borrower and each Loan Party to the
fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held by, and other Indebtedness at any
time owing by, such Lender and its Affiliates to or for the credit or the account of the respective
Loan Parties against any and all obligations owing to such Lender and its Affiliates hereunder, now
or hereafter existing, irrespective of whether or not such Lender or Affiliate shall have made
demand under this Agreement and although such obligations may be contingent or unmatured or
denominated in a currency different from that of the applicable deposit or Indebtedness. Each
Lender agrees promptly to notify the Borrower and the Collateral Agent after any such set off and
application made by such Lender; provided that the failure to give such notice shall not
affect the validity of such setoff and application. The rights of each Lender under this Section
4.08 are in addition to other rights and remedies (including other rights of setoff) that such
Lender may have.



          Governing Law; Jurisdiction; Consent to Service of Process.



          This Agreement shall be governed by, and construed in accordance with, the law of the State of
New York.



          The Borrower and each other Loan Party irrevocably and unconditionally submits, for itself and
its property, to the nonexclusive jurisdiction of the courts of the State of New York sitting in
New York County and of the United States District Court of the Southern District of New York, and
any appellate court from any thereof, in any action or proceeding arising out



9









 




of or relating to
this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and
each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York state court or, to the
fullest extent permitted by law, in such Federal court. Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this
Agreement or any Loan Document shall affect any right that any Agent, any L/C Issuer or any other
Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or
any Loan Document against the Borrower or any other Loan Party or its properties in the courts of
any jurisdiction.




          The Borrower and each other Loan Party irrevocably and unconditionally waives, to the fullest
extent permitted by applicable law, any objection that it may now or hereafter have to the laying
of venue of any action or proceeding arising out of or relating to this Agreement or any Loan
Document in any court referred to in paragraph (b) of this Section 4.09. Each of the parties
hereto hereby agrees that Sections 5-1401 and 4-1402 of the General Obligations Law of the State of
New York shall apply to this Agreement and the Loan Documents and irrevocably waives, to the
fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.



          Each party to this Agreement irrevocably consents to service of process in the manner provided
for notices in Section 4.01. Nothing in this Agreement or any other Loan Document will affect the
right of any party to this Agreement to serve process in any other manner permitted by law.



          WAIVER OF JURY TRIAL AND SPECIAL DAMAGES. EACH PARTY HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT
OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE LOAN DOCUMENTS BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. EACH LOAN PARTY AND
EACH LENDER HEREBY FURTHER (A) IRREVOCABLY WAIVE, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY
RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY “SPECIAL DAMAGES,” AS DEFINED
BELOW, (B) CERTIFY THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OR COUNSEL FOR ANY PARTY
HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT
OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (C) ACKNOWLEDGE THAT IT HAS BEEN INDUCED
TO ENTER INTO



10









 




THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION.
AS USED IN THIS SECTION, “SPECIAL DAMAGES” INCLUDES ALL SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR
PUNITIVE DAMAGES (REGARDLESS OF HOW NAMED), BUT DOES NOT INCLUDE ANY PAYMENTS OR FUNDS WHICH ANY
PARTY HERETO HAS EXPRESSLY PROMISED TO PAY OR DELIVER TO ANY OTHER PARTY HERETO.




          Headings. Article and Section headings and the Table of Contents used herein are for
convenience of reference only, are not part of this Agreement and are not to affect the
construction of, or to be taken into consideration in interpreting, this Agreement.



          Obligations Absolute. All rights of the Administrative Agent hereunder and all
obligations of each Guarantor hereunder shall be absolute and unconditional irrespective of (a) any
lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement
with respect to any of the Obligations or any other agreement or instrument relating to any of the
foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all
or any of the Obligations, or any other amendment or waiver of or any consent to any departure from
the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any release
or amendment or waiver of or consent under or departure from any guarantee guaranteeing all or any
of the Obligations or (d) any other circumstance that might otherwise constitute a defense
available to, or a discharge of, any Guarantor in respect of the Obligations or this Agreement.



          Termination or Release. 



          This Agreement and the Guarantees made hereby shall terminate upon termination of the
Aggregate Commitments and payment in full of all Loan Obligations (other than contingent
obligations with respect to which no claim has been asserted) and any Secured Swap Obligations that
are due and payable to the extent the Administrative Agent has received written notice that such
Secured Swap Obligations are due and payable (it being understood that the Administrative Agent
will give each counterparty under a Secured Swap Obligation at least 5 Business Days notice prior
to releasing such Liens) and the expiration or termination of all Letters of Credit (or other
arrangements having been entered into satisfactory to the applicable L/C Issuer to eliminate such
L/C Issuer’s credit exposure with respect thereto).



          Any Subsidiary Party shall be automatically released from its obligations hereunder if such
Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Credit
Agreement.



          In connection with any termination or release pursuant to (a), or (b), the Administrative
Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that
such Guarantor shall reasonably request to evidence such termination or release. Any execution and
delivery of documents pursuant to this Section 4.13 shall be without recourse to or warranty by the
Administrative Agent.



11









 





          Additional Restricted Subsidiaries. Pursuant to Section 6.12 of the Credit Agreement,
certain Restricted Subsidiaries of the Loan Parties that were not in existence or not Restricted
Subsidiaries on the date of the Credit Agreement are required to enter in this Agreement as
Subsidiary Parties upon becoming a Restricted Subsidiary that is not an Excluded Subsidiary. Upon
execution and delivery by the Administrative Agent and a Restricted Subsidiary of a Guarantee
Agreement Supplement, such Restricted Subsidiary shall become a Subsidiary Party hereunder with the
same force and effect as if originally named as a Subsidiary Party herein. The execution and
delivery of any such instrument shall not require the consent of any other Loan Party hereunder.
The rights and obligations of each Loan Party hereunder shall remain in full force and effect
notwithstanding the addition of any new Loan Party as a party to this Agreement.



12









 





          IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day
and year first above written.



	 	 	 	 	 
	 	TARGA RESOURCES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




[GUARANTORS]


[Guarantee Agreement Signature Page]















 








	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, AS
ADMINISTRATIVE AGENT

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Guarantee Agreement Signature Page]














 








Schedule I to




the Guarantee Agreement




SUBSIDIARY PARTIES





	1.	 	Targa Resources LLC (DE LLC)






	2.	 	Targa Resources Finance Corporation (DE C Corp)






	3.	 	Targa Resources Holdings GP LLC (DE LLC)






	4.	 	Targa Resources II LLC (DE LLC)






	5.	 	Targa Resources Holdings LP (DE LP)






	6.	 	Targa Gas Marketing LLC (DE LLC)






	7.	 	Targa Midstream GP LLC (DE LLC)






	8.	 	Targa Midstream Services Limited Partnership (DE LP)






	9.	 	Targa Capital LLC (DE LLC)






	10.	 	Targa GP Inc. (DE C Corp)






	11.	 	Targa LP Inc. (DE C Corp)






	12.	 	Targa Versado GP LLC (DE LLC)






	13.	 	Targa Straddle GP LLC (DE LLC)






	14.	 	Targa Permian GP LLC (DE LLC)






	15.	 	Targa Resources GP LLC (DE LLC)






	16.	 	Targa Versado LP (DE LP)






	17.	 	Targa Straddle LP (DE LP)






	18.	 	Targa Permian LP (DE LP)






	19.	 	Targa Permian Intrastate LLC (DE LLC)














 











EXHIBIT G




	 	 	 

	WHEN RECORDED OR FILED RETURN TO:

	 	[Louisiana Act of Mortgage]
	Cahill Gordon & Reindel llp
	 	 
	80 Pine Street
	 	 
	New York, New York 10005
	 	 
	Attention: Athy A. Mobilia, Esq.
	 	 






ACT OF MORTGAGE, ASSIGNMENT, SECURITY AGREEMENT,

FIXTURE FILING AND FINANCING STATEMENT

FROM




[TARGA MIDSTREAM SERVICES LIMITED PARTNERSHIP]

(Last Four Digits of Taxpayer I.D. No. [_______])



TO



DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Collateral Agent for the benefit of the Secured Parties

(Last Four Digits of Taxpayer I.D. No. [_______])



Dated Effective as of January 5, 2010



     A CARBON, PHOTOGRAPHIC, FACSIMILE, OR OTHER REPRODUCTION OF THIS INSTRUMENT IS SUFFICIENT AS A
FINANCING STATEMENT.



     THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS, SECURES PAYMENT OF FUTURE
ADVANCES, AND COVERS PROCEEDS OF COLLATERAL.



     THIS INSTRUMENT, WHICH COVERS GOODS WHICH ARE OR ARE TO BECOME FIXTURES ON THE REAL/IMMOVABLE
PROPERTY DESCRIBED HEREIN, IS TO BE FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE OR
COMPARABLE RECORDS OF THE PARISHES REFERENCED IN EXHIBIT A HERETO AND SUCH FILING SHALL SERVE,
AMONG OTHER PURPOSES, AS A FIXTURE FILING. MORTGAGOR HAS AN INTEREST OF RECORD IN THE REAL ESTATE
AND IMMOVABLE PROPERTY CONCERNED, WHICH INTEREST IS DESCRIBED IN SECTION 1.1 OF THIS INSTRUMENT.



	 	 	 

	 

	 	     THIS DOCUMENT PREPARED BY:
	 
	 	 
	 

	 	     Athy A. Mobilia, Esq.
	 

	 	Cahill Gordon & Reindel llp
	 

	 	80 Pine Street
	 

	 	New York, New York 10005






-4-









 






ACT OF MORTGAGE, ASSIGNMENT SECURITY AGREEMENT,

FIXTURE FILING AND FINANCING STATEMENT

(this “Mortgage”)



State of [Texas]



County of [Harris]




     BE IT KNOWN, that on this ____ day of __________, 2010



     BEFORE ME, the undersigned Notary Public, duly commissioned and qualified, in and for the
State and County/Parish aforesaid, and in the presence of the undersigned competent witnesses,



     PERSONALLY CAME AND APPEARED:



     [TARGA MIDSTREAM SERVICES LIMITED PARTNERSHIP, a Delaware limited partnership], whose address
is [1000 Louisiana Street, Suite 4300 Houston, TX, 77002] (herein called “Mortgagor”) represented
herein by the undersigned officer of [_______________], as [general partner] of Mortgagor, duly
authorized by resolutions, a certified copy of which is annexed hereto, which declared that the
last four digits of its tax identification number are [____], and which, being duly sworn, did
declare as follows:



ARTICLE XI.




Granting Clauses; Secured Indebtedness



     Section 11.01 Grant and Mortgage. Mortgagor, for and in consideration of the sum of Ten
Dollars ($10.00) to Mortgagor in hand paid, and in order to secure the payment of the secured
indebtedness hereinafter referred to and the performance of the obligations, covenants, agreements,
warranties and undertakings of Mortgagor hereinafter described, does hereby MORTGAGE, ASSIGN,
WARRANT, PLEDGE AND HYPOTHECATE to DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent for
the benefit of the Secured Parties (as defined in the Credit Agreement (hereinafter defined)) (in
such capacity, together with its successors and assigns in such capacity, “Mortgagee”) the
following described properties, rights and interests (the “Mortgaged Properties”):



     (a) Those certain tracts of land described in Exhibit A attached hereto and made a part
hereof, and those certain surface leases and other interests in land (the “Surface Leases”) as
described in Exhibit A attached hereto and made a part hereof (such tracts of land and the lands
covered by the Surface Leases being herein collectively called the “Facility Sites”), together with
all tanks, tank batteries, injector stations, terminals, pumps, pipelines, plants, heaters,
compressors, equipment and other fixtures, personal/movable property and improvements (whether now
owned or hereafter acquired by operation of Law or otherwise) located on or under the Facility
Sites (the “Facility Property”) or used, held for use in connection with, or in any way related to
the Pipeline Sys-



1









 




tems (as hereinafter defined), (the Facility Sites and the Facility Property are
herein sometimes collectively called the “Facilities”);




     (b) The rights, interests and estates created under those certain servitudes, easements,
rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights
described in Exhibit A, attached hereto and made a part hereof, and all of Mortgagor’s right, title
and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in any
servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases,
permits and/or other rights in and to any land, in any parish and section shown on Exhibit A even
though they may be incorrectly described in such Exhibit A, together with any amendments, renewals,
extensions, supplements, modifications or other agreements related to the foregoing, and further
together with any other servitudes, easements, rights of way, privileges, prescriptions,
franchises, licenses, permits and/or other rights (whether presently existing or hereafter created
and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in
connection with, or in any way related to the Pipeline Systems, the Facilities, and/or pipelines
transporting hydrocarbons or other goods, including crude oil, natural gas, natural gas liquids
condensate, refined products or asphalt (collectively “Products”) to, from or between Pipeline
Systems and/or the Facilities (the rights, interests and estates described in this clause (b) are
herein collectively called the “Servitudes”);



     (c) Without limitation of the foregoing, all other right, title and interest of Mortgagor of
whatever kind or character (whether now owned or hereafter acquired by operation of Law or
otherwise) in and to (i) the Facilities, the Surface Leases and/or the Servitudes, and (ii) the
lands described or referred to in Exhibit A (or described in any of the instruments described or
referred to in Exhibit A); and (iii) any other lands (including submerged lands) located within the
offshore area over which the State of [Louisiana] asserts jurisdiction;



     (d) Without limitation of the foregoing, all of Mortgagor’s right, title and interest (whether
now owned or hereafter acquired by operation of Law or otherwise) in and to all transportation,
gathering and transmission systems located on the properties described in and/or depicted on
Exhibit A, including, without limitation, any transportation, gathering or transmission systems
located in or any parish or section shown on the foregoing referenced Exhibit A; any leases of
transportation, gathering and transmission systems, pipes or facilities described on Exhibit A; all
improvements, fixtures, equipment, accessions, inventory, Products, other goods and/or personal
property of whatever nature (whether now owned or hereafter acquired by operation of Law or
otherwise), including, without limitation, those now or after located on or under, or which in any
way relate to or used or held for us in connection with the Servitudes, the Facilities, and/or such
transportation, gathering and transmission systems described in this clause (d) (the properties,
rights and interests described in this clause (d) are herein collectively called the “Pipeline
Systems”) or the operation thereof and including without limitation all pipes, valves, gauges,
meters and other measuring equipment, regulators, heaters, extractors, tubing, pipelines, fuel
lines, facilities, fittings, materials, tanks, flow lines, gathering lines, compressors,
dehydration units, separators, metering stations, buildings, pipe con-



2









 




nectors, drips, storage
facilities, absorbers, dehydrators, and power, telephone and telegraph lines;




     (e) all licenses and permits of whatever nature, including, but not limited to, that now or
hereafter used or held for use in connection with Facilities and/or Pipeline Systems or the
operation thereof, and all renewals or replacements of the foregoing or substitutions for the
foregoing;



     (f) All of Mortgagor’s right, title and interest, whether presently existing or hereafter
created or entered into and whether now owned or hereafter acquired by operation of Law or
otherwise, in and to:




     (i) all purchase, sale, gathering, processing, transportation, storage handling and
other contracts or agreements covering or otherwise relating to the ownership or operation
of the Facilities, the Servitudes, and/or the Pipeline Systems, and/or to the purchase,
sale, transportation storage or handling of Products, or to the separation, treatment,
stabilization and/or processing of the same;




     (ii) all rights, privileges and benefits under or arising out of any agreement under
which any of the Property, as hereinafter defined, was acquired, including without
limitation any and all representations, warranties, or covenants and any and all rights of
indemnity or to rebate of the purchase price; all equipment leases, maintenance agreements,
electrical supply contracts, option agreements, and other contracts and/or agreements,
whether now existing or hereafter entered into, which cover, affect, or otherwise relate to
the Facilities, the Servitudes, and/or the Pipeline Systems, and/or any of the Mortgaged
Properties described above, or to the purchase, sale, transportation, gathering,
separation, treatment, stabilization, dehydration, processing, delivery and/or redelivery
of Products transported, gathered, separated, treated, stabilized, dehydrated, processed,
delivered and/or redelivered by or in the Facilities and/or the Pipeline Systems;




(the contractual rights, contracts and other agreements described in this clause (f) are
herein sometimes collectively called the “Contracts”); and



     (g) All rights, estates, powers and privileges appurtenant to the foregoing rights, interests
and properties.



     TO HAVE AND TO HOLD the Mortgaged Properties unto Mortgagee and Mortgagee’s heirs, devisees,
representatives, successors and assigns in its capacity as Collateral Agent for the benefit of the
Secured Parties upon the terms, provisions and conditions herein set forth.



     Section 11.02 Grant of Security Interest. In order to further secure the payment of the
secured indebtedness hereinafter referred to and the performance of the obligations, covenants,
agreements, warranties, and undertakings of Mortgagor hereinafter described, Mortgagor hereby
grants to Mortgagee for the benefit of the Secured Parties a




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security interest in the entire interest of Mortgagor (whether now owned or hereafter
acquired by operation of Law or otherwise) in and to:




(a) the Mortgaged Properties;




     (b) without limitation of any other provision of this Section 1.2, all payments
received in lieu of performance which are related to the Mortgaged Properties (regardless of
whether such payments or rights thereto accrued, and/or the events which gave rise to such payments
occurred on or before or after the date hereof, including, without limitation, firm or prepaid
transportation payments and similar payments, payments received in settlement of or pursuant to a
judgment rendered with respect to firm transportation or similar obligations or other obligations
under a contract, and payments received in buyout or buydown or other settlement of a contract)
and/or imbalances in deliveries (the payments described in this subsection (b) being herein called
“Payments in Lieu”);



     (c) all accounts, receivables, contract rights, choses in action (i.e., rights to enforce
contracts or to bring claims thereunder), commercial tort claims and other general intangibles of
whatever nature (regardless of whether the same arose, and/or the events which gave rise to the
same occurred, on or before or after the date hereof, including, but not limited to, that related
to the Mortgaged Properties, the operation thereof, or the treating, handling, separation,
stabilization, storing, processing, transporting, gathering, or marketing of Products, and
including, without limitation, any of the same relating to payment of proceeds thereof or to
payment of amounts which could constitute Payments in Lieu);



     (d) without limitation of the generality of the foregoing, any rights and interests of
Mortgagor under any present or future hedge or swap agreements, cap, floor, collar, exchange,
forward or other hedge or protection agreements or transactions, or any option with respect to any
such agreement or transaction now existing or hereafter entered into by or on behalf of Mortgagor;



     (e) all engineering, accounting, title, legal, and other technical or business data including,
but not limited to, that concerning the Mortgaged Properties, the treating, handling, separation,
stabilization, storing, processing, transporting, gathering or marketing of Products or any other
item of Property (as hereinafter defined) which are now or hereafter in the possession of Mortgagor
or in which Mortgagor can otherwise grant a security interest, and all books, files, records,
magnetic media, software, and other forms of recording or obtaining access to such data;



     (f) all money, documents, instruments, chattel paper (including without limitation, electronic
chattel paper and tangible chattel paper), rights to payment evidenced by chattel paper,
securities, accounts, payable intangibles, general intangibles, letters of credit, letter-of-credit
rights, supporting obligations and rights to payment of money arising from or by virtue of any
transaction (regardless of whether such transaction occurred on or before or after the date hereof,
including, but not limited to, that related to the Mortgaged Properties, the treating, handling,
separation, stabilization, storing, processing, transporting, gathering or marketing of the
Products or any other item of Property);



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     (g) without limitation of or by any of the foregoing, all rights, titles and interest now
owned or hereafter acquired of Mortgagor in any and all goods, inventory, equipment, documents,
money, instruments, intellectual property, certificated securities, uncertificated securities,
investment property, letters of credit, rights to proceeds of written letters of credit and other
letter-of-credit rights, commercial tort claims, deposit accounts, payment intangibles, general
intangibles, contract rights, chattel paper (including, without limitation, electronic chattel
paper and tangible chattel paper), rights to payment evidenced by chattel paper, software,
supporting obligations and accounts, wherever located, and all rights and privileges with respect
thereto (all of the properties, rights and interests described in subsections (a), (b), (c), (d),
(e) and (f) above and this subsection (g) being herein sometimes collectively called the
“Collateral”); and



     (h) all proceeds of the Collateral, whether such proceeds or payments are goods, money,
documents, instruments, chattel paper, securities, accounts, payment intangibles, general
intangibles, fixtures, real/immovable property, personal property or other assets (the Mortgaged
Properties, the Collateral, and the proceeds of the Collateral being herein sometimes collectively
called the “Property”).



     Notwithstanding anything to the contrary in this Mortgage, this Mortgage shall not constitute
a grant of a mortgage lien on or security interest in the Excluded Collateral (as defined in the
Credit Agreement).



     Except as otherwise expressly provided in this Mortgage, all terms in this Mortgage relating
to the Collateral and the grant of the foregoing security interest which are defined in the Uniform
Commercial Code as evidenced in each state whose law is applicable to the Collateral (the
“Applicable UCC”) shall have the meanings assigned to them in Article 9 (or, absent definition in
Article 9, in any other Article) of the Applicable UCC, as those meanings may be amended, revised
or replaced from time to time. Notwithstanding the foregoing, the parties intend that the terms
used herein which are defined in the Applicable UCC have, at all times, the broadest and most
inclusive meanings possible. Accordingly, if the Applicable UCC shall in the future be amended or
held by a court to define any term used herein more broadly or inclusively than the Applicable UCC
in effect on the date of this Mortgage, then such term, as used herein, shall be given such
broadened meaning. If the Applicable UCC shall in the future be amended or held by a court to
define any term used herein more narrowly, or less inclusively, than the Applicable UCC in effect
on the date of this Mortgage, such amendment or holding shall, where legally permitted, be
disregarded in defining terms used in this Mortgage.



     Section 11.03 Credit, Loan Documents, Other Obligations. This Mortgage is made
to secure and enforce the payment and performance of (a) the Obligations pursuant to the provisions
of that certain Credit Agreement dated as of January 5, 2010, among Targa Resources, Inc.
(“Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and
individually, a “Lender”), Deutsche Bank Trust Company Americas, as Administrative Agent,
Collateral Agent, Swing Line Lender and an L/C Issuer, and Credit Suisse AG, Cayman Islands Branch
as an L/C Issuer (as amended, supplemented, restated, increased, renewed, extended or otherwise
modified from time to time, the “Credit Agreement”), (b) the due and punctual payment and
performance of any and all



5









 





indebtedness and other obligations now or hereafter incurred or arising pursuant to that
certain Guaranty, dated as of January 5, 2010, as amended, supplemented, restated, increased,
extended or otherwise modified, made by Mortgagor and certain other Subsidiaries of Borrower
(“Guarantors”) in favor of Mortgagee guaranteeing, among other things, the obligations and
liabilities of Borrower under the Credit Agreement and the other Loan Documents; (c) all present or
future Secured Swap Obligations; and (d) all present or future Cash Management Obligations.




     Section 11.04 Secured Indebtedness. The indebtedness referred to in Section 1.3, and all
renewals, extensions and modifications thereof, and all substitutions therefor, in whole or in
part, are herein sometimes referred to as the “secured indebtedness” or the “indebtedness secured
hereby”. It is contemplated and acknowledged that the secured indebtedness may include revolving
credit loans and advances from time to time, and that this Mortgage shall have the effect, as of
the date hereof, to secure all secured indebtedness, regardless of whether any amounts are advanced
on the date hereof or on a later date or, whether having been advanced, are later repaid in part or
in whole and further advances made at a later date.



     Section 11.05 Maximum Secured Amount. Notwithstanding any provision hereof to the
contrary, the outstanding indebtedness secured by Property located in [Louisiana] shall not, at any
time or from time to time, exceed an aggregate maximum amount of $[          ].



     Section 11.06 Limit on Secured Indebtedness and Collateral. It is the intention of
Mortgagor, Mortgagee, and each other Secured Party that this Mortgage not constitute a fraudulent
transfer or fraudulent conveyance under any state or federal law that may be applicable hereto.
Mortgagor and, by Mortgagee’s acceptance hereof, Mortgagee and the other Secured Parties hereby
acknowledge and agree that, notwithstanding any other provision of this Mortgage, (a) the
indebtedness secured hereby shall be limited to the maximum amount of indebtedness that can be
incurred or secured by Mortgagor without rendering this Mortgage voidable under applicable law
relating to fraudulent transfers or fraudulent conveyances, and (b) the property granted by
Mortgagor hereunder shall be limited to the maximum amount of Property that can be granted by
Mortgagor without rendering this Mortgage voidable under applicable law relating to fraudulent
conveyances or fraudulent transfers.



     Section 11.07 Defined Terms. Terms used herein but not otherwise defined in
this Mortgage shall have the same meanings given to them in the Credit Agreement.



ARTICLE XII.




Representations, Warranties and Covenants



     Section 12.01 Mortgagor represents, warrants, and covenants as follows:



     (a) Title and Permitted Encumbrances. Mortgagor has, and Mortgagor covenants to
maintain, good and defensible fee simple title to or valid leasehold interests, or



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valid easements or other property interests in the Mortgaged Properties which are
real/immovable property and good and valid title to the Property that is personal property
necessary in the ordinary conduct of its business, all free and clear of all Liens, privileges,
security interests, and encumbrances except for (i) the contracts, agreements, burdens,
encumbrances and other matters set forth in the descriptions of certain of the Mortgaged Properties
on Exhibit A hereto, (ii) the Liens permitted under Section 7.01 of the Credit Agreement,
and (iii) such defects in title as could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. Mortgagor will warrant and defend title to the
Property, subject as aforesaid, against the claims and demands of all persons claiming the same or
any part thereof. Any and all references made in this Mortgage to Liens permitted under
Section 7.01 of the Credit Agreement are made for the purpose of limiting certain
warranties and covenants made by Mortgagor herein and such reference is not intended to affect the
description herein of the Mortgaged Properties nor to subordinate the Liens and security interests
hereunder to any Liens permitted under Section 7.01 of the Credit Agreement.




     (b) Sale or Disposal. Mortgagor will not, without the prior written consent of
Mortgagee, sell, exchange, lease, transfer, or otherwise dispose of, or cease to operate (or be
operator of) or abandon, any part of, or interest (legal or equitable) in, the Property other than
as permitted by Section 7.06 of the Credit Agreement.



     (c) Defense of Mortgage. If the validity or priority of this Mortgage or of any
rights, titles, liens or security interests created or evidenced hereby with respect to the
Property or any part thereof or the title of Mortgagor to the Property shall be endangered or
questioned or shall be attacked directly or indirectly or if any legal proceedings are instituted
against Mortgagor with respect thereto, Mortgagor will give prompt written notice thereof to
Mortgagee and at Mortgagor’s own cost and expense will diligently endeavor to cure any defect that
may be developed or claimed, and will take all necessary and proper steps for the defense of such
legal proceedings, including, but not limited to, the employment of counsel, the prosecution or
defense of litigation and the release or discharge of all adverse claims, and Mortgagee (whether or
not named as a party to legal proceedings with respect thereto), is hereby authorized and empowered
to take such additional steps as in its judgment and discretion may be necessary or proper for the
defense of any such legal proceedings or the protection of the validity or priority of this
Mortgage and the rights, titles, liens and security interests created or evidenced hereby,
including but not limited to the employment of independent counsel, the prosecution or defense of
litigation, the compromise or discharge of any adverse claims made with respect to the Property,
the purchase of any tax title and the removal of prior liens or security interests, and all
expenditures so made of every kind and character shall be a demand obligation (which obligation
Mortgagor hereby expressly promises to pay) owing by Mortgagor to Mortgagee and shall bear interest
from the date expended until paid at the rate described in Section 2.3 hereof, and the
party incurring such expenses shall be subrogated to all rights of the person receiving such
payment.



     (d) Insurance. Mortgagor will carry insurance as provided in the Credit Agreement.
In the event of foreclosure of this Mortgage, or other transfer of title to the Property in
extinguishment in whole or in part of the secured indebtedness, all right, title



7









 





and interest of Mortgagor in and to such policies then in force concerning the Property and
all proceeds payable thereunder shall thereupon vest in the purchaser at such foreclosure or other
transferee in the event of such other transfer of title. Mortgagor shall at all times maintain
adequate insurance against its liability on account of damages to persons or property, which
insurance shall be carried by companies of recognized responsibility satisfactory to Mortgagee, and
shall be for such amounts and insure against such risks as are customary in the industry for
similarly situated businesses and properties.




     (e) Further Assurances. Mortgagor will, upon request of Mortgagee, (i) promptly
correct any defect, error or omission which may be discovered in the contents of this Mortgage, or
in any other Loan Document, or in the execution or acknowledgment of this Mortgage or any other
Loan Document; (ii) execute, acknowledge, deliver and record and/or file such further instruments
(including, without limitation, further mortgages, security agreements, financing statements,
continuation statements, and assignments of production and/or rents, accounts, funds, contract
rights, general intangibles, and proceeds) and do such further acts as may be necessary, desirable
or proper to carry out more effectively the purposes of this Mortgage and the other Loan Documents
and to more fully identify and make subject to the liens and security interests hereof any property
intended to be covered hereby, including specifically, but without limitation, any renewals,
additions, substitutions, replacements, or appurtenances to the Property; and (iii) execute,
acknowledge, deliver, and file and/or record any document or instrument (including specifically any
financing statement) desired by Mortgagee to protect the lien or the security interest hereunder
against the rights or interests of third persons. Mortgagor shall pay all costs connected with any
of the foregoing.



     (f) Name and Place of Business and Formation. Except where notice of a change has
been provided as required by the Credit Agreement: (i) Mortgagor is a registered organization
which is organized under the laws of [Delaware] and is located (as determined pursuant to the UCC)
in [Delaware] and (ii) Mortgagor’s exact name is the name set forth in this Mortgage.



     (g) Not a Foreign Person. Mortgagor is not a “foreign person” within the meaning of
the Internal Revenue Code of 1986, as amended, (hereinafter called the “Code”), Sections 1445 and
7701 (i.e. Mortgagor is not a non-resident alien, foreign corporation, foreign partnership, foreign
trust or foreign estate as those terms are defined in the Code and any regulations promulgated
thereunder.



     Section 12.02 Compliance by Operator. As to any part of the Property which is operated by
a party other than Mortgagor, Mortgagor agrees to take all commercially reasonable actions and to
exercise all rights and remedies as are available to Mortgagor (including, but not limited to, all
rights under any operating agreement) to cause the party who is the operator of such Property to
comply with the covenants and agreements contained herein.



     Section 12.03 Performance on Mortgagor’s Behalf. Mortgagor agrees that, if Mortgagor
fails to perform any act or to take any action which hereunder Mortgagor is required to perform or
take, or to pay any money which hereunder Mortgagor is required



8









 





to pay, Mortgagee, in Mortgagor’s name or its own name, may, but shall not be obligated
to, perform or cause to be performed such act or take such action or pay such money, and any
expenses so incurred by Mortgagee and any money so paid by Mortgagee shall be a demand obligation
owing by Mortgagor to Mortgagee (which obligation Mortgagor hereby expressly promises to pay) and
Mortgagee, upon making such payment, shall be subrogated to all of the rights of the person,
corporation or body politic receiving such payment. Each amount due and owing by Mortgagor to
Mortgagee pursuant to this Mortgage shall bear interest each day, from the date of such expenditure
or payment until paid, at a rate equal to the rate as provided for past due amounts under the
Credit Agreement (provided that, should applicable law provide for a maximum permissible rate of
interest on such amounts, such rate shall not be greater than such maximum permissible rate); all
such amounts, together with such interest thereon, shall be a part of the secured indebtedness and
shall be secured by this Mortgage.




ARTICLE XIII.




Assignment of Revenues



     Section 13.01 Assignment. Mortgagor does hereby absolutely and unconditionally assign,
transfer and set over to Mortgagee all rents, issues, profits, revenue, income and other benefits
derived from the Mortgaged Properties, or arising from the operation thereof or from any of the
Contracts (herein sometimes collectively called the “Revenues”), together with the immediate and
continuing right to collect and receive such Revenues. Mortgagor directs and instructs any and all
payors of Revenues to pay to Mortgagee all of the Revenues until such time as such payors have been
furnished with evidence that all secured indebtedness has been paid and that this Mortgage has been
released. Mortgagor agrees that no payors of Revenues shall have any responsibility for the
application of any funds paid to Mortgagee.



     Section 13.02 Effectuating Payment of Revenues to Mortgagee. Independent of the foregoing
provisions and authorities herein granted, Mortgagor agrees to execute and deliver any and all
instruments that may be requested by Mortgagee or that may be required by any payor of Revenues for
the purpose of effectuating payment of the Revenues to Mortgagee. If under any existing
agreements, any Revenues are required to be paid by the payor to Mortgagor so that under such
existing agreements payment cannot be made of such Revenues to Mortgagee, Mortgagor’s interest in
all Revenues under such agreements and in all other Revenues which for any reason may be paid to
Mortgagor shall, when received by Mortgagor, constitute trust funds in Mortgagor’s hands and shall
be immediately paid over to Mortgagee. Without limitation upon any of the foregoing, Mortgagor
hereby constitutes and appoints Mortgagee as Mortgagor’s special attorney in fact (with full power
of substitution, either generally or for such periods or purposes as Mortgagee may from time to
time prescribe) in the name, place and stead of Mortgagor to do any and every act and exercise any
and every power that Mortgagor might or could do or exercise personally with respect to all
Revenues (the same having been assigned by Mortgagor to Mortgagee pursuant to Section 3.1 hereof).
The foregoing appointment includes, without limitation, the right, power and authority to:



9









 





     (a) Execute and deliver in the name of Mortgagor any and all instruments of every nature that
may be requested or required by any party for the purposes of effectuating payment of the Revenues
to Mortgagee or which Mortgagee may otherwise deem necessary or appropriate to effect the intent
and purposes of the assignment contained in Section 3.1; and



     (b) If under any agreements any Revenues are required to be paid by the payor to Mortgagor so
that under such existing agreements payment cannot be made of such Revenues to Mortgagee, to make,
execute and enter into such agreements as are necessary to direct Revenues to be payable to
Mortgagee.



Mortgagee, as attorney in fact, is further hereby given and granted full power and authority to
do and perform any and every act and thing whatsoever necessary and requisite to be done as fully
and to all intents and purposes, as Mortgagor might or could do if personally present; and
Mortgagor shall be bound thereby as fully and effectively as if Mortgagor had personally executed,
acknowledged and delivered any of the foregoing certificates or documents. The powers and
authorities herein conferred upon Mortgagee may be exercised by Mortgagee through any person who,
at the time of the execution of the particular instrument, is an officer of Mortgagee. The power
of attorney herein conferred is granted for valuable consideration and hence is coupled with an
interest and is irrevocable so long as the secured indebtedness, or any part thereof, shall remain
unpaid. All persons dealing with Mortgagee or any substitute shall be fully protected in treating
the powers and authorities conferred by this paragraph as continuing in full force and effect until
advised by Mortgagee that all the secured indebtedness is fully and finally paid. Mortgagee may,
but shall not be obligated to, take such action as it deems appropriate in an effort to collect the
Revenues and any reasonable expenses (including reasonable attorney’s fees) so incurred by
Mortgagee shall be a demand obligation of Mortgagor and shall be part of the secured indebtedness,
and shall bear interest each day, from the date of such expenditure or payment until paid, at the
Default Rate.




     Section 13.03 Limited License. Subject to Section 3.4 below, Mortgagee hereby grants to
Mortgagor a limited, non-assignable license (“License”), subject to the terms set forth herein, to
exercise and enjoy all incidences of the status of payee with respect to the Revenues, including
the right to collect, demand, sue for, attach, levy, recover, and receive the Revenues, and to give
proper receipts, releases and acquitances therefor. Provided no Event of Default has occurred,
Mortgagor may use the Revenues collected in any manner not inconsistent with the Loan
Documents.



     Section 13.04 Termination. Upon an Event of Default, Mortgagee shall have the right to
terminate the License and the immediate and continuing right to collect and receive the Revenues,
and Mortgagor shall direct and instruct any and all payors of Revenues to pay to Mortgagee all of
the Revenues. Each payor of Revenues shall pay Revenues to Mortgagee upon and at all times after
receipt of such instruction from Mortgagor or from receipt of notice from Mortgagee of such
termination of the License. After receipt of such instruction or notice, each payor of Revenues
shall remit each payment obligation to Mortgagee. Such payments to Mortgagee shall continue until
such time as



10









 





such payors have been furnished with evidence that all secured indebtedness has been paid
and that this Mortgage has been released.




     Section 13.05 Release From Liability; Indemnification. Mortgagee and its successors and
assigns are hereby released and absolved from all liability for failure to enforce collection of
the Revenues, and from all other responsibility in connection therewith, except the responsibility
of each to account to Mortgagor for funds actually received by each. Mortgagor agrees to indemnify
and hold harmless Mortgagee (for purposes of this paragraph, the term “Mortgagee” shall include the
directors, officers, partners, employees and agents of Mortgagee and any persons or entities owned
or controlled by or affiliated with Mortgagee) from and against all claims, demands, liabilities,
losses, damages (including without limitation consequential damages), causes of action, judgments,
penalties, costs and expenses (including without limitation reasonable attorneys’ fees and
expenses) imposed upon, asserted against or incurred or paid by Mortgagee by reason of the
assertion that Mortgagee received, either before or after payment in full of the secured
indebtedness, funds that exceed the maximum amount, tariff or rate, if applicable, permitted under
applicable law, and Mortgagee shall have the right to defend against any such claims or actions,
employing attorneys of its own selection, and if not furnished with indemnity satisfactory to it,
Mortgagee shall have the right to compromise and adjust any such claims, actions and judgments, and
in addition to the rights to be indemnified as herein provided, all amounts paid by Mortgagee in
compromise, satisfaction or discharge of any such claim, action or judgment, and all court costs,
attorneys’ fees and other expenses of every character expended by Mortgagee pursuant to the
provisions of this section shall be a demand obligation (which obligation Mortgagor hereby
expressly promises to pay) owing by Mortgagor to Mortgagee and shall bear interest, from the date
expended until paid, at the rate described in Section 2.3 hereof. The foregoing indemnities shall
not terminate upon the release, foreclosure or other termination of this Mortgage but will survive
the release, foreclosure of this Mortgage or conveyance in lieu of foreclosure, and the repayment
of the secured indebtedness and the discharge and release of this Mortgage and the other documents
evidencing and/or securing the secured indebtedness. WITHOUT LIMITATION, IT IS THE INTENTION OF
MORTGAGOR AND MORTGAGOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH
INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING
WITHOUT LIMITATION CONSEQUENTIAL DAMAGES), CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND
EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES) WHICH IN WHOLE OR
IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY.
However, such indemnities shall not apply to any particular indemnified party (but shall apply to
the other indemnified parties) to the extent the subject of the indemnification is caused by or
arises out of the gross negligence or willful misconduct of such particular indemnified party.



     Section 13.06 Mortgagor’s Absolute Obligation to Pay Loans. Nothing herein contained
shall detract from or limit the obligations of Mortgagor to make prompt payment of the Loans, and
any and all other secured indebtedness, at the time and in the



11









 





manner provided herein and in the Loan Documents, regardless of whether the Revenues
herein assigned are sufficient to pay same, and the rights under this Article III shall be
cumulative of all other rights under the Loan Documents.




ARTICLE XIV.




Remedies Upon Event of Default



     Section 14.01 Default. The term “Event of Default” as used in this Mortgage shall mean
the occurrence of an “Event of Default” as defined in the Credit Agreement. Upon the occurrence of
an Event of Default, Mortgagee at any time and from time to time may without notice to Mortgagor or
any other person declare any or all of the secured indebtedness immediately due and payable and all
such secured indebtedness shall thereupon be immediately due and payable, without relief from
valuation and appraisement Laws and without presentment, demand, protest, notice of protest,
declaration or notice of acceleration or intention to accelerate, putting Mortgagor in default,
dishonor, notice of dishonor or any other notice or declaration of any kind, all of which are
hereby expressly waived by Mortgagor, and the Liens evidenced hereby shall be subject to
foreclosure in any manner provided for herein or provided for by Law as Mortgagee may elect.



     Section 14.02 Pre-Foreclosure Remedies. Upon the occurrence of an Event of Default,
Mortgagee is authorized, prior or subsequent to the institution of any foreclosure proceedings, and
to the extent allowed by applicable law, to enter upon the Property, or any part thereof, and to
take possession of the Property and all books and records relating thereto, and to exercise without
interference from Mortgagor any and all rights which Mortgagor has with respect to the management,
possession, operation, protection or preservation of the Property. If necessary to obtain the
possession provided for above, Mortgagee may invoke any and all legal remedies to dispossess
Mortgagor, including, but not limited to, summary proceeding or restraining order. Mortgagor
agrees to peacefully surrender possession of the property upon an Event of Default, if requested.
All costs, expenses and liabilities of every character incurred by Mortgagee in managing,
operating, maintaining, protecting or preserving the Property shall constitute a demand obligation
(which obligation Mortgagor hereby expressly promises to pay) owing by Mortgagor to Mortgagee and
shall bear interest from date of expenditure until paid at the rate described in Section 2.3
hereof, all of which shall constitute a portion of the secured indebtedness and shall be secured by
this Mortgage and by any other instrument securing the secured indebtedness. In connection with
any action taken by Mortgagee pursuant to this Section 4.2, MORTGAGEE SHALL NOT BE LIABLE FOR ANY
LOSS SUSTAINED BY MORTGAGOR RESULTING FROM ANY ACT OR OMISSION OF MORTGAGEE (INCLUDING MORTGAGEE’S
OWN NEGLIGENCE) IN MANAGING THE PROPERTY UNLESS SUCH LOSS IS CAUSED BY THE WILLFUL MISCONDUCT,
GROSS NEGLIGENCE OR BAD FAITH OF MORTGAGEE, nor shall Mortgagee be obligated to perform or
discharge any obligation, duty or liability of Mortgagor arising under any agreement forming a part
of the Property or arising under any Permitted Encumbrance or otherwise arising. Mortgagor hereby
assents to, ratifies and confirms any and all actions of Mortgagee with respect to the Property taken under
this Section 4.2.



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     Section 14.03 Foreclosure.



     (a) Upon the occurrence of a default, this Mortgage may be foreclosed as to the Mortgaged
Properties, or any part thereof, in any manner permitted by applicable law. Cumulative of the
foregoing and the other provisions of this Section 4.3, Mortgagee may foreclose this
Mortgage by executory process subject to, and on the terms and conditions required or permitted by,
applicable law, and shall have the right to appoint a keeper of such Mortgaged Properties, and
reference is made to Section 4.3(e) herein for more specific provisions governing the same.



     (b) Upon the occurrence of an Event of Default, Mortgagee may proceed against the Collateral
in accordance with the rights and remedies granted herein with respect to the Mortgaged Properties
in Section 4.3(a) or have all the rights of enforcement with respect to the Collateral
under the [[bracketed text to be revised in non-Louisiana mortgages] Louisiana Commercial Laws (La.
R.S. 10:9-101 et seq.), as amended] or under the Uniform Commercial Code or any other statute in
force in any state to the extent the same is applicable law. Cumulative of the foregoing and the
other provisions of this Section 4.3, and to the extent permitted by applicable law:




     (i) Mortgagee may enter upon the Mortgaged Properties or otherwise upon Mortgagor’s
premises to take possession of, assemble and collect the Collateral or to render it
unusable; and




     (ii) Mortgagee may require Mortgagor to assemble the Collateral and make it available
at a place Mortgagee designates which is mutually convenient to allow Mortgagee to take
possession or dispose of the Collateral; and




     (iii) written notice mailed to Mortgagor as provided herein at least ten (10) days
prior to the date of public sale of the Collateral or prior to the date after which private
sale of the Collateral will be made shall constitute reasonable notice; and




     (iv) in the event of a foreclosure of the liens and/or security interests evidenced
hereby, the Collateral, or any part thereof, and the Mortgaged Properties, or any part
thereof, may, at the option of Mortgagee, be sold, as a whole or in parts, together or
separately (including, without limitation, where a portion of the Mortgaged Properties is
sold, the Collateral related thereto may be sold in connection therewith); and




     (v) the expenses of sale provided for in clause FIRST of Section 4.6 shall
include the reasonable expenses of retaking the Collateral, or any part thereof, holding
the same and preparing the same for sale or other disposition; and




     (vi) should, under this subsection, the Collateral be disposed of other than by sale,
any proceeds of such disposition shall be treated under Section 4.6 as if the same
were sales proceeds; and



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     (c) To the extent permitted by applicable law, the sale hereunder of less than the whole of
the Property shall not exhaust the right to judicial foreclosure, and successive sale or sales may
be made until the whole of the Property shall be sold, and, if the proceeds of such sale of less
than the whole of the Property shall be less than the aggregate of the indebtedness secured hereby
and the expense of conducting such sale, this Mortgage and the liens and security interests hereof
shall remain in full force and effect as to the unsold portion of the Property just as though no
sale had been made; provided, however, that Mortgagor shall never have any right to require the
sale of less than the whole of the Property. In the event any sale hereunder is not completed or
is defective in the opinion of Mortgagee, such sale shall not exhaust the powers of sale hereunder
or the right to judicial foreclosure, and Mortgagee shall have the right to cause a subsequent sale
or sales to be made. Any sale may be adjourned by announcement at the time and place appointed for
such sale without further notice except as may be required by law. Any and all statements of fact
or other recitals made in any deed or deeds, or other instruments of transfer, given in connection
with a sale as to nonpayment of the secured indebtedness or as to the occurrence of any Event of
Default, or as to all of the secured indebtedness having been declared to be due and payable, or as
to the request to sell, or as to notice of time, place and terms of sale and the properties to be
sold having been duly given, or, with respect to any sale by Mortgagee, as to the refusal, failure
or inability to act of Mortgagee, or as to any other act or thing having been duly done, shall be
taken as prima facie evidence of the truth of the facts so stated and recited. With respect to any
sale held in foreclosure of the liens and/or security interests covered hereby, it shall not be
necessary for Mortgagee, any public officer acting under execution or order of the court or any
other party to have physically present or constructively in his/her or its possession, either at
the time of or prior to such sale, the Property or any part thereof.



     (d) Notwithstanding any reference to the Note or the Credit Agreement or any other Loan
Document, all persons dealing with the Mortgaged Properties shall be entitled to rely on any
document or certificate, of Mortgagee as to the occurrence of an event, such as an Event of
Default, and shall not be charged with or forced to review any provision of any other document to
determine the accuracy thereof.



     (e) [This paragraph to be revised as applicable in non-Louisiana mortgages:] As to Property
now or hereafter located in, or otherwise subject to the laws of, the State of Louisiana, Mortgagor
acknowledges the secured indebtedness, whether now existing or to arise hereafter, and for
Mortgagor, Mortgagor’s heirs, devisees, personal representatives, successors and assigns, hereby
confesses judgment for the full amount of the secured indebtedness, if not paid when due, whether
by acceleration or otherwise, in favor of any of the Lenders. Mortgagor further agrees that
Mortgagee may cause all or any part of the Mortgaged Property to be seized and sold by executory
process, Mortgagor waiving the benefit of all laws or parts of laws relative to the appraisement of
property seized and sold under executory process or other legal process, and consenting that all or
any party of the Property may be sold without appraisement, either in its entirety or
in lots and parcels, as Mortgagee may determine, to the highest bidder for cash or on such
terms as the plaintiff in such proceeding may direct. Mortgagor hereby waives (i) the benefit of
appraisement provided for in Articles 2332, 2336, 2723, and 2724 of the Louisiana Code of Civil
Procedure and all other laws conferring the same; (ii) the demand and



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delay, if any, provided in Article 2721 of the Louisiana Code of Civil Procedure; (iii) the notice of seizure provided for in
Articles 2293 and 2721 of the Louisiana Code of Civil Procedure; (iv) the three (3) days delay
provided for in Articles 2331 and 2722 of the Louisiana Code of Civil Procedure; and (v) the
benefit of all other laws providing rights of notice, demand, appraisement or delay. Mortgagor
expressly authorizes and agrees that Mortgagee shall have the right to appoint a keeper of such
Mortgaged Property pursuant to the terms and provisions of La. R.S. 9:5131 et seq.
and La. R.S. 9:5136 et seq., which keeper may be Mortgagee, any agent or employee
thereof, or any other person, firm or corporation. Compensation for the services of the keeper is
hereby fixed at five percent (5%) of the amount due or sued for or claimed or sought to be
protected, preserved, or enforced in the proceeding for the recognition or enforcement of this
mortgage and shall be secured by the liens and security interests of this Mortgage.




     Section 14.04 Receiver. In addition to all other remedies herein provided for, Mortgagor
agrees that, upon the occurrence of an Event of Default, Mortgagee shall as a matter of right be
entitled to the appointment of a receiver or receivers for all or any part of the Property, whether
such receivership be incident to a proposed sale (or sales) of such property or otherwise, and
without regard to the value of the Property or the solvency of any person or persons liable for the
payment of the indebtedness secured hereby, and Mortgagor does hereby consent to the appointment of
such receiver or receivers, waives any and all defenses to such appointment, and agrees not to
oppose any application therefor by Mortgagee, and agrees that such appointment shall in no manner
impair, prejudice or otherwise affect the rights of Mortgagee under Article III hereof. Mortgagor
expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an
accounting by the receiver. Nothing herein is to be construed to deprive Mortgagee or any Lender
of any other right, remedy or privilege it may now or hereafter have under the law to have a
receiver appointed. Any money advanced by Mortgagee in connection with any such receivership shall
be a demand obligation (which obligation Mortgagor hereby expressly promises to pay) owing by
Mortgagor to Mortgagee and shall bear interest, from the date of making such advancement by
Mortgagee until paid, at the rate described in Section 2.3 hereof.



     Section 14.05 Proceeds of Foreclosure.



     (a) The proceeds of any sale held in foreclosure of the liens and/or security interests
evidenced hereby shall be applied:




FIRST, to the payment of all necessary costs and expenses incident to such
foreclosure sale, including but not limited to all court costs and charges of every character
in the event foreclosed by suit or any judicial proceeding and including, but not limited to, a
reasonable fee to Mortgagee if such sale was made by Mortgagee acting under the provisions of
Section 4.3(a) and including but not limited to the compensation of any of the keeper,
if any;




     SECOND, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts (including fees, charges and disbursements of
external counsel to the Administrative Agent and amounts payable under



15









 







Article III of the Credit Agreement) payable to the Administrative Agent in its capacity as such and
payable to Mortgagee in its capacity as Collateral Agent;




     THIRD, to payment of that portion of the Obligations constituting fees,
indemnities and other amounts (other than principal, interest and Letter of Credit Fees)
payable to the Lenders and the L/C Issuers (including fees, charges and disbursements of
external counsel to the respective Lenders and the L/C Issuers and amounts payable under
Article III), ratably among them in proportion to the respective amounts described
in this clause Third payable to them;




     FOURTH, to payment of that portion of the Obligations constituting accrued and
unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other
Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective
amounts described in this clause Fourth payable to them;




     FIFTH, pro rata (i) to payment of that portion of the
Obligations constituting unpaid principal of the Loans and L/C Borrowings, the Secured Swap
Obligations and the Cash Management Obligations, ratably among the Lenders, the Hedging
Parties and the L/C Issuers in proportion to the respective amounts described in this
clause Fifth held by them and (ii) to the Administrative Agent for the account of
the applicable L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised
of the aggregate undrawn amount of Letters of Credit; and




     LAST, the balance, if any, after all of the Obligations have been indefeasibly
paid in full, to Mortgagor, or to Mortgagor’s successors or assigns, or as otherwise
required by law.



     (b) Mortgagee shall have absolute discretion as to the time of application of any such
proceeds, moneys or balances in accordance with this Mortgage. Upon any sale of Property by
Mortgagee (including pursuant to a power of sale granted by statute or under a judicial
proceeding), the receipt of Mortgagee or of the officer making the sale shall be a sufficient
discharge to the purchaser or purchasers of the Property so sold and such purchaser or purchasers
shall not be obligated to see to the application of any part of the purchase money paid over to
Mortgagee or such officer or be answerable in any way for the misapplication thereof.



     (c) In making the determination and allocations required by this Section 4.5,
Mortgagee may conclusively rely upon information (i) supplied by the Administrative Agent as to the
amounts of unpaid principal and interest and other amounts outstanding with respect to the
Obligations and (ii) supplied to Mortgagee in accordance with the Intercreditor Agreement in the
case of Secured Swap Obligations, and Mortgagee shall have no liability to any of the Secured
Parties for actions taken in reliance on such information, provided that nothing in this sentence
shall prevent Mortgagor from contesting any amounts claimed by any Secured Party in any information
so supplied. All distributions made by Mortgagee pursuant to this Section 4.5 shall be (subject to any decree
of any court of competent jurisdiction) final (absent manifest error), and Mortgagee shall



16









 





have no duty to inquire as to the application by the Administrative Agent of any amounts distributed to it.




     Section 14.06 Secured Party as Purchaser. Any party constituting a Secured Party shall
have the right to become the purchaser at any sale held in foreclosure of the liens and/or security
interests evidenced hereby, and any party constituting a Secured Party which is purchasing at any
such sale shall have the right to credit upon the amount of the bid made therefor, to the extent
necessary to satisfy such bid, the secured indebtedness owing to such party, or if such party holds
less than all of such indebtedness, the pro rata part thereof owing to such party, accounting to
all other parties constituting a Secured Party who are not joining in such bid in cash for the
portion of such bid or bids apportionable to such non-bidding parties.



     Section 14.07 Foreclosure as to Matured Debt. Upon the occurrence of an Event of Default,
Mortgagee shall have the right to proceed with foreclosure of the liens and/or security interests
evidenced hereby without declaring the entire secured indebtedness due, and in such event, any such
foreclosure sale may be made subject to the unmatured part of the secured indebtedness and shall
not in any manner affect the unmatured part of the secured indebtedness, but as to such unmatured
part, this Mortgage shall remain in full force and effect just as though no sale had been made.
The proceeds of such sale shall be applied as provided in Section 4.5 except that the amount paid
under clauses SECOND through FIFTH thereof shall be only the matured portion of the secured
indebtedness and any proceeds of such sale in excess of those provided for in clauses FIRST through
FIFTH (modified as provided above) shall be applied as provided in clause LAST of Section 4.5
hereof. Several sales may be made hereunder without exhausting the right of sale for any unmatured
part of the secured indebtedness.



     Section 14.08 Remedies Cumulative. All remedies herein provided for are cumulative of
each other and of all other remedies existing at law or in equity and are cumulative of any and all
other remedies provided for in any other Loan Document, and, in addition to the remedies herein
provided, there shall continue to be available all such other remedies as may now or hereafter
exist at law or in equity for the collection of the secured indebtedness and the enforcement of the
covenants herein and the foreclosure of the liens and/or security interests evidenced hereby, and
the resort to any remedy provided for hereunder or under any such other Loan Document or provided
for by law shall not prevent the concurrent or subsequent employment of any other appropriate
remedy or remedies.



     Section 14.09 Discretion as to Security. Mortgagee may resort to any security given by
this Mortgage or to any other security now existing or hereafter given to secure the payment of the
secured indebtedness, in whole or in part, and in such portions and in such order as may seem best
to Mortgagee in its sole and uncontrolled discretion, and any such action shall not in any way be
considered as a waiver of any of the rights, benefits, liens or security interests evidenced by
this Mortgage.



     Section 14.10 Mortgagor’s Waiver of Certain Rights. To the full extent Mortgagor may do
so, Mortgagor agrees that Mortgagor will not at any time insist upon, plead,



17









 





claim or take the benefit or advantage of any law now or hereafter in force providing for any appraisement,
valuation, stay, extension or redemption, and Mortgagor, for Mortgagor, Mortgagor’s heirs,
devisees, representatives, successors and assigns, and for any and all persons ever claiming any
interest in the Property, to the extent permitted by applicable law, hereby waives and releases all
rights of appraisement, valuation, stay of execution, redemption, notice of intention to mature or
declare due the whole of the secured indebtedness, notice of election to mature or declare due the
whole of the secured indebtedness and all rights to a marshaling of assets of Mortgagor, including
the Property, or to a sale in inverse order of alienation in the event of foreclosure of the liens
and/or security interests hereby created. Mortgagor shall not have or assert any right under any
statute or rule of law pertaining to the marshaling of assets, sale in inverse order of alienation,
the exemption of homestead, the administration of estates of decedents, or other matters whatever
to defeat, reduce or affect the right under the terms of this Mortgage to a sale of the Property
for the collection of the secured indebtedness without any prior or different resort for
collection, or the right under the terms of this Mortgage to the payment of the secured
indebtedness out of the proceeds of sale of the Property in preference to every other claimant
whatever. If any law referred to in this Section and now in force, of which Mortgagor or
Mortgagor’s heirs, devisees, representatives, successors or assigns or any other persons claiming
any interest in the Mortgaged Properties or the Collateral might take advantage despite this
Section, shall hereafter be repealed or cease to be in force, such law shall not thereafter be
deemed to preclude the application of this Section.




     Section 14.11 Mortgagor as Tenant Post-Foreclosure. In the event there is a foreclosure
sale hereunder and at the time of such sale Mortgagor or Mortgagor’s heirs, devisees,
representatives, successors or assigns or any other persons claiming any interest in the Property
by, through or under Mortgagor are occupying or using the Property, or any part thereof, each and
all shall immediately become the tenant of the purchaser at such sale, which tenancy shall be a
tenancy from day to day, terminable at the will of either landlord or tenant, at a reasonable
rental per day based upon the value of the property occupied, such rental to be due daily to the
purchaser. To the extent permitted by applicable law, the purchaser at such sale shall,
notwithstanding any language herein apparently to the contrary, have the sole option to demand
immediate possession following the sale or to permit the occupants to remain as tenants at will.
In the event the tenant fails to surrender possession of said property upon demand, the purchaser
shall be entitled to institute and maintain a summary action for possession of the property (such
as an action for forcible entry and detainer) in any court having jurisdiction.



ARTICLE XV.




Miscellaneous



     Section 15.01 Scope of Mortgage. This Mortgage is a mortgage of both real/immovable and
personal/movable property, a security agreement, a financing statement and an assignment, and also covers proceeds and fixtures and all rights as set out
herein.



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     Section 15.02 Security Agreement, Financing Statement, and Fixture Filing. This Mortgage
covers goods which are or are to become fixtures on the real/immovable property described herein,
and this Mortgage shall be effective as a financing statement filed as a fixture filing with
respect to all fixtures included within the Property. This Mortgage is to be filed for record in
the real/immovable property records of each parish where any part of the Mortgaged Properties is
situated. This Mortgage shall also be effective as a financing statement covering any other
Property and may be filed in the Uniform Commercial Code records or other appropriate office of the
parish or state in which any of the Collateral is located or in any other location permitted or
required to perfect Mortgagee’s interest under the applicable Uniform Commercial Code. The mailing
address of Mortgagor is the address of Mortgagor set forth at the end of this Mortgage and the
address of Mortgagee from which information concerning the security interests hereunder may be
obtained is the address of Mortgagee set forth at the end of this Mortgage.



     Section 15.03 Reproduction of Mortgage as Financing Statement. A carbon, photographic,
facsimile or other reproduction of this Mortgage or of any financing statement relating to this
Mortgage shall be sufficient as a financing statement for any of the purposes referred to in
Section 5.2. Without limiting any other provision herein, Mortgagor hereby authorizes Mortgagee to
file one or more financing statements, or renewal or continuation statements thereof, describing
the Collateral.



     Section 15.04 Notice to Account Debtors. In addition to, but without limitation of, the
rights granted in Article III hereof, Mortgagee may, at any time after an Event of Default has
occurred, notify the account debtors or obligors of any accounts, chattel paper, negotiable
instruments or other evidences of indebtedness included in the Collateral to pay Mortgagee
directly.



     Section 15.05 Waivers. Mortgagee may at any time and from time to time in writing waive
compliance by Mortgagor with any covenant herein made by Mortgagor to the extent and in the manner
specified in such writing, or consent to Mortgagor’s doing any act which hereunder Mortgagor is
prohibited from doing, or to Mortgagor’s failing to do any act which hereunder Mortgagor is
required to do, to the extent and in the manner specified in such writing, or release any part of
the Property or any interest therein from the lien and security interest of this Mortgage (and/or
terminate the assignment provided for in Article III). Any party liable, either directly or
indirectly, for the secured indebtedness or for any covenant herein or in any other Loan Document
may be released from all or any part of such obligations without impairing or releasing the
liability of any other party. No such act shall in any way impair any rights or powers hereunder
except to the extent specifically agreed to in such writing.



     Section 15.06 No Impairment of Security. The lien, security interest and other security
rights hereunder shall not be impaired by any indulgence, moratorium or release which may be
granted including, but not limited to, any renewal, extension or modification which may be granted
with respect to any secured indebtedness, or any surrender, compromise, release, renewal, extension, exchange or substitution which may be granted



19









 





in respect of the Property, or any part thereof or any interest therein, or any release or indulgence
granted to any endorser, guarantor or surety of any secured indebtedness.




     Section 15.07 Acts Not Constituting Waiver. Any Event of Default may be waived without
waiving any other prior or subsequent Event of Default. Any Event of Default may be remedied
without waiving the Event of Default remedied. Neither failure to exercise, nor delay in
exercising, any right, power or remedy upon any Event of Default shall be construed as a waiver of
such Event of Default or as a waiver of the right to exercise any such right, power or remedy at a
later date. No single or partial exercise of any right, power or remedy hereunder shall exhaust
the same or shall preclude any other or further exercise thereof, and every such right, power or
remedy hereunder may be exercised at any time and from time to time. No modification or waiver of
any provision hereof nor consent to any departure by Mortgagor therefrom shall in any event be
effective unless the same shall be in writing and signed by Mortgagee and then such waiver or
consent shall be effective only in the specific instances, for the purpose for which given and to
the extent therein specified. No notice to nor demand on Mortgagor in any case shall of itself
entitle Mortgagor to any other or further notice or demand in similar or other circumstances.
Acceptance of any payment in an amount less than the amount then due on any secured indebtedness
shall be deemed an acceptance on account only and shall not in any way excuse the existence of an
Event of Default hereunder.



     Section 15.08 Mortgagor’s Successors. In the event the ownership of the Property or any
part thereof becomes vested in a person other than Mortgagor, then, without notice to Mortgagee,
such successor or successors in interest may be dealt with, with reference to this Mortgage and to
the indebtedness secured hereby, in the same manner as with Mortgagor, without in any way vitiating
or discharging Mortgagor’s liability hereunder or for the payment of the indebtedness or
performance of the obligations secured hereby. No transfer of the Property, no forbearance, and no
extension of the time for the payment of the indebtedness secured hereby, shall operate to release,
discharge, modify, change or affect, in whole or in part, the liability of Mortgagor hereunder or
for the payment of the indebtedness or performance of the obligations secured hereby, or the
liability of any other person hereunder or for the payment of the indebtedness secured hereby.



     Section 15.09 Place of Payment. All secured indebtedness which may be owing hereunder at
any time by Mortgagor shall be payable at the place designated in the Credit Agreement (or if no
such designation is made, at the address of Mortgagee indicated at the end of this Mortgage), or at
such other place as Mortgagee may designate in writing.



     Section 15.10 Subrogation to Existing Liens. To the extent that proceeds of the Loans are
used to pay indebtedness secured by any outstanding lien, security interest, charge or prior
encumbrance against the Property, such proceeds have been advanced at Mortgagor’s request, and the
party or parties advancing the same shall be subrogated to any and all rights, security interests
and liens owned by any owner or holder of such outstanding liens, security interests, charges or
encumbrances, irrespective of whether said liens, security interests, charges or encumbrances are
released, and it is expressly understood that, in consideration of the payment of such
indebtedness, Mortgagor hereby



20









 





waives and releases all demands and causes of action for offsets and payments to, upon and
in connection with the said indebtedness.




     Section 15.11 Application of Payments to Certain Indebtedness. If any part of the secured
indebtedness cannot be lawfully secured by this Mortgage or if any part of the Property cannot be
lawfully subject to the lien and security interest hereof to the full extent of such indebtedness,
then all payments made shall be applied on said indebtedness first in discharge of that portion
thereof which is not secured by this Mortgage.



     Section 15.12 Compliance With Usury Laws. It is the intent of Mortgagor, Mortgagee and
all other parties to the Loan Documents to contract in strict compliance with applicable usury law
from time to time in effect. In furtherance thereof, it is stipulated and agreed that none of the
terms and provisions contained herein or in the other Loan Documents shall ever be construed to
create a contract to pay, for the use, forbearance or detention of money, interest in excess of the
maximum amount of interest permitted to be collected, charged, taken, reserved, or received by
applicable law from time to time in effect.


          Section 15.13 Release of Mortgage.



     (a) This Mortgage and all other security interests granted hereby shall terminate upon
termination of the Aggregate Commitments and payment in full of all Loan Obligations (other than
contingent obligations with respect to which no claim has been asserted) and any Secured Swap
Obligations that are due and payable to the extent the Administrative Agent has received written
notice that such Secured Swap Obligations are due and payable (it being understood that the
Administrative Agent will give each counterparty under a Secured Swap Obligation five (5) Business
Days’ notice prior to releasing such Liens and the expiration or termination of all Letters of
Credit (or other arrangements having been entered into satisfactory to the applicable L/C Issuer to
eliminate such L/C Issuer’s credit exposure with respect thereto).



     (b) Mortgagor shall be automatically released from its obligations hereunder or under the
Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted
under the Credit Agreement.



     (c) Upon any sale or other transfer by Mortgagor of any Property that is permitted under the
Credit Agreement (other than to a Loan Party), or upon the effectiveness of any written consent to
the release of the mortgage lien and security interests granted hereby in any Property pursuant to
Section 10.01 of the Credit Agreement, the mortgage lien and security interest in such
Property shall be automatically released.



     (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c),
Mortgagee shall execute and deliver to Mortgagor, at Mortgagor’s expense, all documents that
Mortgagor shall reasonably request to evidence such termination or release. Any execution and
delivery of documents pursuant to this Section 5.13 shall be without recourse to or
warranty by Mortgagee.



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     Section 15.14 Notices. All notices, requests, consents, demands and other communications
required or permitted hereunder or under any other Loan Document shall be in writing and, unless
otherwise specifically provided in such other Loan Document, shall be deemed sufficiently given or
furnished if delivered by personal delivery, by facsimile or other electronic transmission, by
delivery service with proof of delivery, or by registered or certified United States mail, postage
prepaid, at the addresses specified at the end of this Mortgage (unless changed by similar notice
in writing given by the particular party whose address is to be changed). Any such notice or
communication shall be deemed to have been given (a) in the case of personal delivery or delivery
service, as of the date of first attempted delivery at the address and in the manner provided
herein, (b) in the case of facsimile or other electronic transmission, upon receipt, and (c) in the
case of registered or certified United States mail, three days after deposit in the mail.
Notwithstanding the foregoing, or anything else in the Loan Documents or the agreements evidencing
Secured Swap Obligations which may appear to the contrary, any notice given in connection with a
foreclosure of the Liens, privileges, and/or security interests created hereunder, or otherwise in
connection with the exercise by Mortgagee of its rights hereunder or under any other Loan Document
or any agreement evidencing Secured Swap Obligations, which is given in a manner permitted by
applicable Law shall constitute proper notice; without limitation of the foregoing, notice given in
a form required or permitted by statute shall (as to the portion of the Property to which such
statute is applicable) constitute proper notice.



     Section 15.15 Invalidity of Certain Provisions. A determination that any provision of
this Mortgage is unenforceable or invalid shall not affect the enforceability or validity of any
other provision and the determination that the application of any provision of this Mortgage to any
person or circumstance is illegal or unenforceable shall not affect the enforceability or validity
of such provision as it may apply to other persons or circumstances.



     Section 15.16 Gender; Titles. Within this Mortgage, words of any gender shall be held and
construed to include any other gender, and words in the singular number shall be held and construed
to include the plural, unless the context otherwise requires. Titles appearing at the beginning of
any subdivisions hereof are for convenience only, do not constitute any part of such subdivisions,
and shall be disregarded in construing the language contained in such subdivisions.



     Section 15.17 Recording. Mortgagor will cause this Mortgage and all amendments and
supplements thereto and substitutions therefor and all financing statements and continuation
statements relating thereto to be recorded, filed, re-recorded and refiled in such manner and in
such places as Mortgagee shall reasonably request and will pay all such recording, filing,
re-recording and refiling taxes, fees and other charges.



     Section 15.18 Reporting Compliance. Mortgagor agrees to comply with any and all reporting
requirements applicable to the transaction evidenced by the Credit Agreement and secured by this
Mortgage which are set forth in any law, statute, ordinance, rule, regulation, order or
determination of any governmental authority, and further agrees upon request of Mortgagee to
furnish Mortgagee with evidence of such compliance.



22









 





     Section 15.19 Certain Consents. Except where otherwise expressly provided herein, in any
instance hereunder where the approval, consent or the exercise of judgment of Mortgagee or any
Lender is required, the granting or denial of such approval or consent and the exercise of such
judgment shall be within the sole discretion of Mortgagee, and Mortgagee shall not, for any reason
or to any extent, be required to grant such approval or consent or exercise such judgment in any
particular manner, regardless of the reasonableness of either the request or Mortgagee’s
judgment.



     Section 15.20 Certain Obligations of Mortgagor. Without limiting Mortgagor’s obligations
hereunder, Mortgagor’s liability hereunder shall extend to and include all post petition interest,
expenses, and other duties and liabilities with respect to Mortgagor’s obligations hereunder which
would be owed but for the fact that the same may be unenforceable due to the existence of a
bankruptcy, reorganization or similar proceeding.



     Section 15.21 Counterparts. This Mortgage may be executed in several counterparts, all of
which are identical, except that, to facilitate recordation, certain counterparts hereof may
include only those portions of Exhibit A which contain descriptions of the properties located in
(or otherwise subject to the recording or filing requirements and/or protections of the recording
or filing acts or regulations of) the recording jurisdiction in which the particular counterpart is
to be recorded, and other portions of Exhibit A shall be included in such counterparts by reference
only. All of such counterparts together shall constitute one and the same instrument. Complete
copies of this Mortgage containing the entire Exhibit A have been retained by Mortgagor and
Mortgagee and one such copy has been recorded in [Acadia Parish, Louisiana].



     Section 15.22 Successors and Assigns. The terms, provisions, covenants, representations,
indemnifications and conditions hereof shall be binding upon Mortgagor, and the successors and
assigns of Mortgagor, and shall inure to the benefit of Mortgagee and its successors and assigns,
and shall constitute covenants running with the Mortgaged Properties. All references in this
Mortgage to Mortgagor, or Mortgagee shall be deemed to include all such successors and assigns.



     Section 15.23 FINAL AGREEMENT OF THE PARTIES. THE WRITTEN LOAN DOCUMENTS REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES. 



     Section 15.24 CHOICE OF LAW. NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY AND WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW, WITH RESPECT TO EACH PORTION OF THE
PROPERTY, THIS MORTGAGE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF LOUISIANA.



     Section 15.25 Appearance, Resolutions. For purposes of [Louisiana] law, including
but not limited to the availability of executory process, Mortgagor has appeared on this date
before the undersigned Notary Public and witnesses in order to execute this



23









 





Mortgage. [This sentence to be omitted in non-Louisiana mortgages: Mortgagor attaches
hereof being recorded in Louisiana, as Annex I, certified resolutions of its Board of Directors
authorizing the execution and delivery of this Mortgagee.]




     Section 15.26 Paraph. Mortgagor acknowledges that no promissory note or other instrument
has been presented to the undersigned Notary Public(s) to be paraphed for identification herewith.




     Section 15.27 Acceptance by Mortgagee. In accordance with the provisions of Louisiana
Civil Code Article 3289, Mortgagee has accepted the benefits of the mortgage without the necessity
of execution by Mortgagee. [This section to be omitted or revised as applicable in non-Louisiana
mortgages.]



     Section 15.28 Mortgagee’s Fees and Expenses; Indemnification. (a) The parties hereto
agree that Mortgagee shall be entitled to reimbursement of its expenses incurred hereunder as
provided in Section 10.04 of the Credit Agreement.




     (b) Without limitation of its indemnification obligations under the other Loan
Documents, Mortgagor agrees to indemnify Mortgagee and the other Indemnitees (as
defined in Section 10.04 of the Credit Agreement) against, and to hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related expenses,
including the reasonable fees, charges and disbursements of any counsel for any
Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of, the execution, delivery or performance of this
Mortgage or any claim, litigation, investigation or proceeding relating to any of the
foregoing agreement or instrument contemplated hereby, or to the Property, whether or
not any Indemnitee is a party thereto; provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent jurisdiction by
final and nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee.




     (c) Any such amounts payable as provided hereunder shall be additional Obligations
secured hereby and by the other Security Documents. The provisions of this
Section 5.28 shall remain operative and in full force and effect regardless of
the termination of this Mortgage or any other Loan Document, the consummation of the
transactions contemplated hereby, the repayment of any of the Obligations, the
invalidity or unenforceability of any term or provision of this Mortgage or any other
Loan Document, or any investigation made by or on behalf of any Agent or any other
Secured Party. All amounts due under this Section 5.28 shall be payable within
ten (10) days of written demand therefor.



     Section 15.29 Mortgagee Appointed Attorney-in-Fact. Mortgagor hereby appoints Mortgagee
the attorney-in-fact of Mortgagor for the purpose of carrying out the provisions of this Mortgage
and taking any action and executing any instrument that



24









 





Mortgagee may deem necessary or advisable to accomplish the purposes hereof at any time
after and during the continuance of an Event of Default, which appointment is irrevocable and
coupled with an interest. Without limiting the generality of the foregoing, Mortgagee shall have
the right, upon the occurrence and during the continuance of an Event of Default and notice by
Mortgagee to Mortgagor of its intent to exercise such rights, with full power of substitution
either in Mortgagee’s name or in the name of Mortgagor (a) to receive, endorse, assign and/or
deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment
relating to the Property or any part thereof; (b) to demand, collect, receive payment of, give
receipt for and give discharges and releases of all or any of the Property; (c) to sign the name of
Mortgagor on any invoice or bill of lading relating to any of the Property; (d) to send
verifications of accounts receivable to any Account Debtor; (e) to commence and prosecute any and
all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to
collect or otherwise realize on all or any of the Property or to enforce any rights in respect of
any Property; (f) to settle, compromise, compound, adjust or defend any actions, suits or
proceedings relating to all or any of the Property; (g) to notify, or to require Mortgagor to
notify, Account Debtors to make payment directly to Mortgagee; and (h) to use, sell, assign,
transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the
Property, and to do all other acts and things necessary to carry out the purposes of this Mortgage,
as fully and completely as though the Collateral Agent were the absolute owner of the Collateral
for all purposes; provided that nothing herein contained shall be construed as requiring or
obligating Mortgagee to make any commitment or to make any inquiry as to the nature or sufficiency
of any payment received by Mortgagee, or to present or file any claim or notice, or to take any
action with respect to the Property or any part thereof or the moneys due or to become due in
respect thereof or any property covered thereby. Mortgagee and the other Secured Parties shall be
accountable only for amounts actually received as a result of the exercise of the powers granted to
them herein, and neither they nor their officers, directors, employees or agents shall be
responsible to Mortgagor for any act or failure to act hereunder, except for their own gross
negligence or willful misconduct or that of any of their Affiliates, directors, officers,
employees, counsel, agents or attorneys-in-fact.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





25











 





Schedule I to

the Guarantee Agreement




     THUS DONE AND PASSED this ____ day of __________, 2010, to be effective for all purposes
as of January 5, 2010, in my presence and in the presence of the undersigned competent witnesses
who hereunto sign their names with Mortgagor and me, Notary, after reading of the whole.



	 	 	 	 	 	 	 	 	 	 	 	 	 

	WITNESSES TO ALL SIGNATURES:
	 	 	 	MORTGAGOR:

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	[TARGA MIDSTREAM SERVICES LIMITED PARTNERSHIP]
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Name:	 	 	 	 	 	By:	 	[_____________, its general partner]
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Name:
	 

	 	 	 	 	 	 	 	 	 	 	 	Title:






 




NOTARY PUBLIC



Name:                                                            



Commission number:                                         



My commission expires:




 






[SEAL]



	 	 	 

	     The address of Mortgagee is:

	 	     The address of Mortgagor is:
	     Deutsche Bank Trust Company

	 	      [Targa Midstream Services Limited
	Americas

	 	Partnership]
	60 Wall Street

	 	[1000 Louisiana Street, Suite 4300]
	Attn: Agency Management

	 	[Houston, TX, 77002]
	New York, NY 10005
	 	 
	 
	 	 
	 

	 	This instrument prepared by:
	 
	 	 
	 

	 	Athy A. Mobilia, Esq.
	 

	 	Cahill Gordon & Reindel llp
	 

	 	80 Pine Street
	 

	 	New York, New York 10005





[Mortgage
Signature Page]


 









 






Schedule I to

the Guarantee Agreement




EXHIBIT A



LEGAL DESCRIPTION



[to be inserted]





Exhibit A - Page 1









 








Schedule I to

the Guarantee Agreement




ANNEX I16



CERTIFICATE



OF



[___________________]



     I, the undersigned hereby certify that I am the [___________________] of
[___________________], a [___________________] (the “Company”), the general partner of
Targa Midstream Services Limited Partnership, a Delaware limited partnership, with offices at 1000
Louisiana Street, Suite 4300, Houston, TX 77002.



     I further certify that attached hereto as Annex I-A are true and correct copies of
resolutions adopted by the Board of Managers of the Company by unanimous written consent dated
__________, 20__, and such resolutions have not been amended, modified or rescinded.



     I further certify that these resolutions are within the power of the Board of Managers of the
Company to pass as provided in the charter and by-laws of said Company.



     IN WITNESS WHEREOF, I hereunto subscribe my name and affix the seal of the Company on this
____ day of _______, 2010.



	 	 	 	 	 
	 	 	 
	 	  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	16	 	Annex I to be omitted in non-Louisiana mortgages.




 









 










EXHIBIT H




 





[FORM OF]

INTERCREDITOR AGREEMENT




dated as of



January 5, 2010



among



TARGA RESOURCES, INC.



THE SECURED HEDGING PARTIES NAMED HEREIN



and



DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Collateral Agent



 




 









 





TABLE OF CONTENTS




	 	 	 	 	 

	ARTICLE I
	 	 	 	 
	 
	 	 	 	 
	DEFINITIONS
	 	 	 	 
	 
	 	 	 	 
	SECTION 1.01. Credit Agreement
	 	 	1	 
	SECTION 1.02. Other Defined Terms
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II
	 	 	 	 
	 
	 	 	 	 
	SECURED HEDGING PARTIES; PROCEDURES
	 	 	 	 
	 
	 	 	 	 
	SECTION 2.01. Additional Secured Hedging Parties
	 	 	3	 
	SECTION 2.02. Secured Swap Transactions
	 	 	3	 
	SECTION 2.03. Acts of Secured Hedging Parties
	 	 	4	 
	SECTION 2.04. Determination of Amounts of Secured Hedging Obligations
	 	 	4	 
	SECTION 2.05. Restrictions on Actions
	 	 	5	 
	SECTION 2.06. Actions Under Support Documents
	 	 	5	 
	SECTION 2.07. Release of Collateral and Guarantees
	 	 	5	 
	SECTION 2.08. Additional Collateral
	 	 	6	 
	 
	 	 	 	 
	ARTICLE III
	 	 	 	 
	 
	 	 	 	 
	THE COLLATERAL AGENT
	 	 	 	 
	 
	 	 	 	 
	SECTION 3.01. Appointment; Rights and Duties
	 	 	6	 
	SECTION 3.02. Participation in Indemnity
	 	 	6	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	 
	 	 	 	 
	VOTING
	 	 	 	 
	 
	 	 	 	 
	SECTION 4.01. Amendments and Waivers under this Agreement
	 	 	6	 
	SECTION 4.02. Amendments and Waivers under the Credit Agreement and the Support Documents
	 	 	7	 
	 
	 	 	 	 
	ARTICLE V
	 	 	 	 
	 
	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	 
	 	 	 	 
	SECTION 5.01. Notices
	 	 	8	 
	SECTION 5.02. Counterparts
	 	 	8	 
	SECTION 5.03. Binding Effect; Assignment
	 	 	8	 
	SECTION 5.04. Severability
	 	 	8	 
	SECTION 5.05. Governing Law; Jurisdiction; Consent to Service of Process
	 	 	9	 
	SECTION 5.06. WAIVER OF JURY TRIAL
	 	 	9	 






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	SECTION 5.07. Headings
	 	 	9	 
	SECTION 5.08. Successors and Assigns
	 	 	10	 
	SECTION 5.09. Termination
	 	 	10	 
	 
	 	 	 	 
	Schedule
	 	 	 	 
	 
	 	 	 	 
	Schedule I Initial Secured Hedging Parties
	 	 	 	 
	Schedule II Initial Master ISDA Agreements
	 	 	 	 
	Schedule III Notices
	 	 	 	 
	 
	 	 	 	 
	Annexes
	 	 	 	 
	 
	 	 	 	 
	Annex A            Form of Intercreditor Agreement Supplement
	 	 	 	 







-ii-











 





          INTERCREDITOR AGREEMENT dated as of January 5, 2010 among TARGA RESOURCES, INC. (the “Borrower”),
the Secured Hedging Parties named herein and DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Collateral Agent. Capitalized terms used in this Agreement have the meanings assigned to them in
Article I below.



     Reference is made to the Credit Agreement dated as of January 5, 2010 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower,
each Lender from time to time party thereto, Deutsche Bank Trust Company Americas, as
Administrative Agent, Swing Line Lender and a L/C Issuer and the other parties thereto. The
obligations of the Borrower under the Credit Agreement are guaranteed and secured as contemplated
by the Credit Agreement. The Borrower has requested, and the Lenders have agreed, that the
benefits of such guarantees and security also be afforded to certain counterparties that enter into
Swap Contracts with the Borrower or another Loan Party, and the Lenders have agreed to such request
subject to certain conditions, including a condition that any such counterparty has become a party
to this Agreement.



     The parties hereto desire to enter into this Agreement in order to set forth certain
agreements with respect to the obligations of the Loan Parties under the Credit Agreement and the
obligations of the Loan Parties under Swap Contracts that are secured and guaranteed on the same
basis, including certain voting provisions. Accordingly, the parties hereto agree as follows:



ARTICLE I




Definitions



     SECTION 1.01. Credit Agreement.



     (a) Capitalized terms used in this Agreement and not otherwise defined herein have the
meanings specified in the Credit Agreement.



     (b) The rules of construction specified in Article I of the Credit Agreement also apply to
this Agreement.



     SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms
have the meanings specified below:



     “Act” has the meaning assigned to such term in Section 2.03.



     “Credit Agreement” has the meaning assigned to such term in the preliminary statement of this
Agreement.



     “Holder” means any Person that is a direct holder of any Obligations.



     “Intercreditor Agreement Supplement” means an instrument substantially in the form of Annex A
hereto (or any other form approved by the Collateral Agent), providing for a Hedging Party to
become a party to this Agreement.



 









 





     “Maximum Credit Agreement Obligations” means, at any time, the sum of (a) $600,000,000 (which
represents the aggregate principal amount of the committed credit facilities under the Credit
Agreement as of the Closing Date) plus (b) the maximum Credit Increases permitted under the Credit
Agreement pursuant to Section 2.14(a) thereof (as in effect on the Closing Date), plus (c)
$50,000,000, minus (d) the aggregate principal amount of mandatory prepayments made in
respect of principal amounts outstanding under the Credit Agreement, to the extent (but only to the
extent) resulting in a permanent reduction of the aggregate principal amount of credit extensions
outstanding (or permitted to be outstanding pursuant to unused financing commitments) under the
Credit Agreement immediately prior to such mandatory prepayment; provided that, for
purposes of clause (d) above, a prepayment in respect of outstanding principal under the Credit
Agreement shall not reduce the Maximum Credit Agreement Obligations to the extent financed with a
new or replacement credit facility (or increased amount of an existing credit facility) under the
Credit Agreement.



     “Master ISDA Agreement” has the meaning assigned to such term in the definition of “Secured
Swap Transaction Designation”.



     “Notes Agent” has the meaning assigned to such term in Section 5.10.



     “Required Secured Parties” means, at any time, the Required Lenders at such time (without
giving effect to any amendment or modification of such term in the Credit Agreement other than
those that give effect to the inclusion of credit facilities thereunder that are not in effect on
the Closing Date and are permitted hereunder, but do not change the voting percentage in such
definition); provided that, for purposes of this Agreement (a) the definition of Required
Lenders in the Credit Agreement shall be deemed to include each Secured Hedging Party as though it
were a Lender and as though the Swap Termination Value that would be payable by the applicable Loan
Party or Loan Parties of its Secured Swap Obligations at the time constituted a like principal
amount of Term Loans, (b) if the Borrower or any Affiliate thereof is a Lender or a Secured Hedging
Party, such Person and its share of any amounts otherwise included in determining the Required
Secured Parties shall be disregarded, and (c) solely for purposes of directing the exercise of
remedies under the Support Documents, the unused portion of financing commitments under the Credit
Agreement shall be disregarded (it being understood that a Letter of Credit shall constitute usage
of a financing commitment for purposes of this clause).



     “Secured Hedging Parties” means (a) the Persons identified on Schedule I hereto and (b) each
other Hedging Party that becomes a party to this Agreement after the Closing Date pursuant to an
Intercreditor Agreement Supplement.



     “Secured Instrument” means (a) the Credit Agreement, (b) each Secured Hedge Agreement and (c)
in the case of Cash Management Obligations, the agreements pertaining thereto.



     “Secured Swap Obligations” means, in respect of any Secured Hedge Agreement at any time, the
amount of Obligations owing thereunder to the applicable Secured Hedging Party at such time (after
giving effect to any legally enforceable netting agreements thereunder); provided that (a)
for purposes of determining the Required Secured Parties or for purposes of Section 3.02 or Section
4.02, the amount of the Secured Swap Obligations of any Secured Hedging Party in



-2-









 







respect of any
Secured Hedge Agreement at such time shall be the Swap Termination Value that would be payable by
the applicable Loan Party or Loan Parties thereunder, but in any event, for such purposes, the
amount of the Secured Swap Obligations in respect of any Secured Hedge Agreement then in effect
shall not be less than the greater of (x) $1,000,000 and (y) the trailing average daily Swap
Termination Value thereof over the preceding 30 calendar days, and (b) for any other purpose, the
amount of Secured Swap Obligation in respect of any Secured Hedge Agreement at any time shall be
the amount thereof determined by the applicable Secured Hedging Party consistent with prevailing
market practices (and in accordance with clause (a) above, if applicable), if certified to the
Collateral Agent pursuant to Section 2.04(a).



     “Secured Swap Transaction Designation” means a written notice from a Secured Hedging Party to
the Collateral Agent identifying a Secured Hedge Agreement thereunder (or any material amendment or
modification thereof or any termination thereof), or a master ISDA agreement (a “Master ISDA
Agreement”) relating to a Secured Hedge Agreement thereunder which notice shall include (a) the
date thereof, (b) the Loan Party or Loan Parties that are parties thereto and (c) a summary
description of the type of Secured Hedge Agreement thereunder (or of the material amendment or
modification thereof indicating the termination thereof, as applicable).



     “Support Documents” means the Security Documents and the Guaranty.



ARTICLE II




Secured Hedging Parties; Procedures



     SECTION 2.01. Additional Secured Hedging Parties. Upon execution and delivery by
the Collateral Agent and a Hedging Party of an Intercreditor Agreement Supplement, such applicable
Hedging Party shall become a Secured Hedging Party hereunder with the same force and effect as if
originally named as a Secured Hedging Party herein. The execution and delivery of any such
instrument shall not require the consent of any other party hereunder. The rights and obligations
of each party hereunder shall remain in full force and effect notwithstanding the addition of any
new Secured Hedging Party as a party to this Agreement.



     SECTION 2.02. Secured Swap Transactions.



     (a) Set forth on Schedule II is each Master ISDA Agreement in effect on the Closing Date. If
and to the extent requested by the Collateral Agent, each Secured Hedging Party shall
identify each Master ISDA Agreement and Secured Hedge Agreement then outstanding (and any
material amendment or modification thereof or any termination thereof) by delivering to the
Collateral Agent a Secured Swap Transaction Designation.



     (b) If and to the extent requested by the Collateral Agent, a Secured Hedging Party or the
Borrower shall deliver to the Collateral Agent copies of any Master ISDA Agreement or Secured Hedge
Agreement (including any documentation providing for any amendment or modification thereof).



-3-









 





     SECTION 2.03. Acts of Secured Hedging Parties. Any request, demand, authorization,
direction, notice, consent, waiver or other action permitted or required by this Agreement to be
given or taken by any Secured Hedging Party may be and, at the request of the Collateral Agent,
shall be embodied in and evidenced by one or more instruments reasonably satisfactory in form to
the Collateral Agent and signed by such Secured Hedging Party and, except as otherwise expressly
provided in any such instrument, any such action shall become effective when such instrument or
instruments shall have been delivered to the Collateral Agent. The instrument or instruments
evidencing any action (and the action embodied therein and evidenced thereby) are sometimes
referred to herein as an “Act” of the Secured Hedging Party signing such instrument or instruments.
The Collateral Agent shall be entitled to rely absolutely upon an Act of any Secured Hedging Party
if such Act purports to be taken by or on behalf of such Secured Hedging Party, and nothing in this
Section 2.03 or elsewhere in this Agreement shall be construed to require any Secured Hedging Party
to demonstrate that it has been authorized to take any action which it purports to be taking, the
Collateral Agent being entitled to rely conclusively, and being fully protected in so relying, on
any Act of such Secured Hedging Party.



     SECTION 2.04. Determination of Amounts of Secured Swap Obligations.



     (a) Whenever the Collateral Agent is required to determine the existence or amount of any of
the Secured Swap Obligations or any other amount or any portion thereof for any purposes of this
Agreement or any Support Document, it shall be entitled to make such determination on the basis of
one or more certificates of any applicable Secured Hedging Party; provided that if,
notwithstanding the written request of the Collateral Agent, any applicable Secured Hedging Party
shall fail or refuse promptly to certify as to the existence or amount of any Secured Swap
Obligations or any portion thereof within the time specified in such request (which shall allow a
period of time that is reasonable under the circumstances, but in no event less than 48 hours), the
Collateral Agent shall be entitled to determine such existence or amount by reliance upon a
certificate of the Borrower or upon the most recent available information provided to the
Collateral Agent by the Secured Parties; provided further that the Collateral Agent
shall correct any error that any Secured Hedging Party brings to the attention of the Collateral
Agent. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on
any determination made by it in accordance with the provisions of the preceding sentence (or as
otherwise directed by a court of competent jurisdiction) and shall have no liability to the
Borrower, any other Loan Party or any Secured Party or any other Person as a result of any action
taken by the Collateral Agent based upon such determination prior to receipt of notice of any error
in such determination.



     (b) If any Secured Party receives any amount pursuant to a distribution by the Collateral
Agent under any Support Document in excess of the amount it was entitled to receive thereunder as a
result of a demonstrable error in the determination of the amount of the Obligations, then such
Secured Party agrees to pay such excess to the Collateral Agent for application in accordance with
such Support Document as soon as practicable after the existence of such error shall have been
determined. All distributions made by the Collateral Agent pursuant to any Support Document shall
be (subject to the preceding sentence and to any decree of any court of competent jurisdiction)
final, and the Collateral Agent shall have no duty to inquire as to the application by any Secured
Party of any amounts distributed to them.



-4-









 





     SECTION 2.05. Restrictions on Actions. Each Secured Party agrees that, unless and
until this Agreement is terminated as provided herein, and so long as any Secured Hedge Agreement
is in effect, the provisions of this Agreement shall provide the exclusive method by which any
Secured Party may exercise, or direct the exercise of, rights and remedies under the Support
Documents. Therefore, each Secured Party shall, for the mutual benefit of all Secured Parties,
except as permitted under this Agreement, refrain from taking or filing any action, judicial or
otherwise, to enforce any rights or pursue any remedies under the Support Documents, except for
delivering notices hereunder; provided that the foregoing shall not prevent (a) any Secured
Party from imposing a default rate of interest in accordance with the applicable Secured
Instrument, (b) the Collateral Agent from exercising any right or remedy or taking any other action
on behalf of the Secured Parties that it is permitted or authorized to exercise or take, (c) a
Secured Party from exercising its rights and remedies as a general creditor in accordance with the
applicable Secured Instrument and applicable law, including the right to commence legal proceedings
to collect any Obligations due and payable to such Secured Party and remaining unpaid, to
accelerate the maturity of any Obligations, to commence legal proceedings to enforce any Secured
Instrument and obtain a judgment and to enforce such judgment, in each case to the same extent as
if such Secured Party were an unsecured creditor (but subject to the applicable provisions of this
Agreement) or (d) any Secured Hedging Party from exercising its rights and remedies as a general
creditor in accordance with the Guaranty, insofar as the Guaranty guarantees the Obligations owing
to such Secured Credit Party under its Secured Hedge Agreement, including exercising rights
thereunder of the type described in (c) above (but any proceeds realized by any Secured Hedging
Party from any such exercise of remedies under the Guaranty shall be applied in accordance with
Section 8.04 of the Credit Agreement).



     SECTION 2.06. Actions Under Support Documents.



     (a) The Collateral Agent shall not be obligated to take any action under this Agreement or any
Support Documents except for the performance of such duties as are specifically set forth herein or
therein.



     (b) Subject to the provisions of Article III and Article IV, the Collateral Agent acting on
behalf of the Secured Parties shall take any action under or with respect to the Support Documents
that is in accordance with instructions that the Collateral Agent has received from the Required
Secured Parties and that is not inconsistent with or contrary to the provisions of this Agreement,
the Credit Agreement or the Support Documents.



     (c) The Collateral Agent may not exercise any remedy involving the acceptance of Collateral in
full or partial satisfaction of any Obligation, to the extent available in any applicable
jurisdiction, except with the consent of each Secured Party affected thereby.



     (d) This Section shall not be construed to apply to amendments, modifications or waivers of
the Credit Agreement or any Support Document, which shall be subject to Article IV.



     SECTION 2.07. Release of Collateral and Guarantees. Each Secured Hedging Party
acknowledges and agrees to the matters set forth in Section 9.10 of the Credit Agreement, as though
named therein as a Lender. Each Secured Party also acknowledges and agrees that, for purposes of
clause (a) of Section 9.10 of the Credit Agreement, a Letter of Credit shall be



-5-









 







deemed terminated
if the L/C Issuer in respect thereof agrees that such Letter of Credit shall cease to constitute a
“Letter of Credit” entitled to the benefits of the Support Documents (whether by reason of the
deposit of cash collateral, receipt of a back-up letter of credit, or otherwise).



     SECTION 2.08. Additional Collateral. Each of the Secured Parties hereby covenants
and agrees that it (a) will not accept any Guarantee of any of the Obligations by the Borrower or
any Subsidiary unless such Person’s Guarantee is provided pursuant to the Guaranty or otherwise
Guarantees the payment of all the Obligations on a pari passu basis and (b) will
not take any security interest in or Lien on or assignment of any assets of the Borrower or any
Subsidiary thereof to secure any of the Obligations unless such security interest or Lien or
assignment is granted to the Collateral Agent on behalf of the Secured Parties to secure the
payment of all the Obligations on a pari passu basis pursuant to a Security
Document; provided that the foregoing shall not be construed to prohibit any Letter of
Credit supporting any of the Obligations.



ARTICLE III




The Collateral Agent



     SECTION 3.01. Appointment; Rights and Duties. The Collateral Agent is acting as
agent for the Secured Parties, including the Secured Hedging Parties. Accordingly, each Secured
Hedging Party acknowledges and agrees to the matters set forth in Article IX of the Credit
Agreement relating to the Collateral Agent, including its appointment, authorization, powers and
duties, its rights to delegate the same, and all exculpatory provisions therein (including
limitations on its liability), and the provisions thereof shall be binding upon the Secured Hedging
Parties, mutatis mutandis; provided that the Secured Hedging Parties shall
not be entitled (other than in their capacity as a Lender, if applicable) to participate in the
appointment of a successor Collateral Agent pursuant to Section 9.06 of the Credit Agreement.



     SECTION 3.02. Participation in Indemnity. Each Secured Hedging Party agrees that,
in the event that the Collateral Agent (or any if its Agent-Related Persons) is entitled to be indemnified or reimbursed
under Section 9.11 of the Credit Agreement, such Secured Hedging Party shall, if requested by the
Collateral Agent, participate in such indemnity or reimbursement, pro rata (as though the amount of
its Secured Swap Obligations were Loans); provided that the Secured Hedging Parties will be
required to participate in any such indemnity or reimbursement only to the extent amounts being
indemnified or reimbursed arise out of or relate to the Support Documents, the Collateral or any
actions or activities related thereto.



ARTICLE IV




Voting



     Any amendment, modification or waiver of any provision of this Agreement, the Credit Agreement
or any Support Document shall be subject to the provisions of this Article.



     SECTION 4.01. Amendments and Waivers under this Agreement. Neither this Agreement,
nor any provision hereof, may be waived, amended or modified, except pursuant to an



-6-









 







agreement or
agreements in writing entered into by the Collateral Agent (it being understood that the Collateral
Agent is not required to agree to any such waiver, amendment or modification without the consent of
the Required Lenders) and each Secured Hedging Party that has a Secured Hedge Agreement in effect
at the time; provided that:




     (a) no such agreement shall affect the Borrower’s rights hereunder without the prior
written consent of the Borrower;




     (b) any party hereto may waive any of its rights hereunder without the agreement or
consent of any other party hereto, but such waiver shall not be effective to waive any other
party’s rights hereunder;




     (c) any such amendment or modification that by its terms does not affect any rights or
obligations hereunder of any Secured Hedging Party in respect of any Secured Hedge Agreement
in effect at the time, may be effected by agreement of the Borrower and the Collateral Agent
without the consent or approval of any Secured Hedging Party; and




     (d) any such agreement that by its terms affects the rights or obligations of one or
more specific Secured Hedging Parties may be effected by agreement of the Collateral Agent
and such Secured Hedging Party or Secured Hedging Parties, without the consent or agreement
of other Secured Hedging Parties (but subject to clause (a) above, if the Borrower’s rights
hereunder are affected).



     SECTION 4.02. Amendments and Waivers under the Credit Agreement and the Support
Documents. The Secured Parties agree that:




     (a) the right to direct the exercise of remedies under any of the Support Documents
shall be based upon the instructions of the Required Secured Parties (as opposed to the
Required Lenders); provided that this clause shall not be construed to limit the
authority of the Collateral Agent to (i) exercise such remedies in the absence of
instructions from the Required Secured Parties, if it determines in its discretion to do so
and it has not received instructions to the contrary from the Required Secured Parties, (ii)
refrain from exercising such remedies unless it has received indemnity reasonably
satisfactory to it or (iii) resign as Collateral Agent in accordance with Section 9.06 of
the Credit Agreement;




     (b) any amendment, modification or waiver of any provision of any Loan Document
relating to maintenance of insurance shall require the consent of the Required Secured
Parties;




     (c) any amendment, modification or waiver of the Credit Agreement that would permit the
aggregate principal amount of credit facilities thereunder to exceed the Maximum Credit
Agreement Obligations shall require the consent of the Required Secured Parties;
provided that any increase, imposition, deferral or capitalization of fees or
interest under the Credit Agreement shall not be construed as an increase in the aggregate
principal amount of the credit facilities thereunder for purposes hereof;



-7-









 






     (d) any amendment, modification or waiver of any Loan Document that would reduce the
voting rights of any Secured Party shall require the consent of such Secured Party; and




     (3) any amendment, modification or waiver of Section 8.04 of the Credit Agreement that
would adversely affect any Secured Hedging Party shall require the consent of such Secured
Hedging Party.



     Except as expressly provided above in this Section 4.02, the provisions of this Agreement
shall not be construed to restrict any amendment, modification or waiver of any provision of the
Credit Agreement or any Support Document, or any action under the Credit Agreement or any Support
Document.



ARTICLE V




Miscellaneous



     SECTION 5.01. Notices. All communications and notices hereunder shall (except as
otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the
Credit Agreement. All communications and notices to any Secured Hedging Party shall be mailed,
faxed or delivered as set forth on Schedule III hereto (or in the applicable Intercreditor
Agreement Supplement), or at such other address as may be designated by such Secured Hedging Party
in a written notice to the Borrower and the Collateral Agent.



     SECTION 5.02. Counterparts. This Agreement may be executed in two or more
counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract,
and shall become effective as provided in Section 5.03. Delivery of an executed signature page to
this Agreement by facsimile (or any other means of electronic transmission) shall be effective as
delivery of a manually executed counterpart of this Agreement.



     SECTION 5.03. Binding Effect; Assignment. This Agreement shall become effective as
to any party when a counterpart hereof executed on behalf of such party shall have been delivered
to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the
Collateral Agent; and thereafter shall be binding upon such party and the Collateral Agent and
their respective permitted successors and assigns, and shall inure to the benefit of such party and
the Collateral Agent and their respective successors and assigns, subject to the proviso to Section
5.08.



     SECTION 5.04. Severability. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The
parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions



-8-









 







with valid provisions the economic effect of which comes as close as possible to that of
the invalid, illegal or unenforceable provisions.



     SECTION 5.05. Governing Law; Jurisdiction; Consent to Service of Process.



     (a) This Agreement shall be construed in accordance with and governed by the law of the State
of New York.



     (b) Each party hereby irrevocably and unconditionally submits, for itself and its property, to
the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York City
and of the United States District Court of the Southern District of New York, and any appellate
court from any thereof, in any action or proceeding arising out of or relating to this Agreement,
or for recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding
may be heard and determined in such New York State or, to the extent permitted by law, in such
Federal court. Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law.



     (c) Each of the parties hereby irrevocably and unconditionally waives, to the fullest extent
it may legally and effectively do so, any objection which it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in
any court referred to in paragraph (b) of this Section 5.05. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.



     (d) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 5.01. Nothing in this Agreement will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.



     SECTION 5.06. WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY
WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER
THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY
AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY
COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART
OR A COPY OF THIS SECTION 5.06 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.



     SECTION 5.07. Headings. Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement and are not to affect
the construction of, or to be taken into consideration in interpreting, this Agreement.



-9-









 





     SECTION 5.08. Successors and Assigns. Whenever in this Agreement any of the parties
hereto is referred to, such reference shall be deemed to include the permitted successors and
assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrower,
any Secured Hedging Party or the Collateral Agent that are contained in this Agreement shall bind
and inure to the benefit of their respective successors and assigns; provided that any
assignment by any Secured Hedging Party of its rights under any Secured Hedge Agreement to a Person
that is not a Hedging Party at the time shall be ineffective, and shall result in such Secured
Hedge Agreement ceasing to be a Secured Hedge Agreement. A Secured Hedging Party shall notify the
Borrower and the Collateral Agent of any assignment by it of any Secured Hedge Agreement.



     SECTION 5.09. Termination. This Agreement shall terminate when all the Liens and
security interests under the Support Documents have been released and terminated as provided in
Section 2.07; provided that this Agreement shall continue to be effective or be reinstated,
as the case may be, if any payment that gave rise to such termination is rescinded or must
otherwise be restored by any applicable Secured Party upon the bankruptcy or reorganization of any
Loan Party.



     SECTION 5.10. Senior Secured Notes. Immediately upon the issuance of Senior Secured
Notes, each of the Collateral Agent, each Secured Hedging Party and the trustee or other agent on
behalf of the holders of such Senior Secured Notes (the “Notes Agent”) shall enter into
an intercreditor agreement consistent with the requirements of the Credit Agreement so that
the holders of the Senior Secured Notes receive pari passu (or, to the extent the Borrower and the
Notes Agent agree to subordinate the obligations under the Senior Secured Notes to the Obligations,
less favorable) treatment with respect to the Collateral with the Secured Parties and otherwise on
customary terms and conditions reasonably satisfactory to the parties thereto.



-10-









 





     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.



	 	 	 	 	 
	 	TARGA RESOURCES, INC.,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Intercreditor Agreement Signature Page]





 









 








	 	 	 	 	 
	 	[SECURED HEDGING PARTY],

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Intercreditor Agreement Signature Page]




 









 








	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral
Agent,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Intercreditor Agreement Signature Page]





 









 








Schedule I to

the Intercreditor Agreement




SECURED HEDGING PARTIES





 









 





Schedule II to

the Intercreditor Agreement




MASTER ISDA AGREEMENTS








 









 








Schedule III to

the Intercreditor Agreement




NOTICES





	 	Secured Hedging Party	 	            Address






 











 





Annex A

to the Intercreditor Agreement




          SUPPLEMENT dated as of [•], to the Intercreditor Agreement dated as of January 5,
2010, among TARGA RESOURCES, INC. (the “Borrower”), the Secured Hedging Parties identified therein
and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent.




     A. Reference is made to the Credit Agreement dated as of January 5, 2010 (as amended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, each lender
from time to time party thereto, Deutsche Bank Trust Company Americas, as Administrative Agent,
Swing Line Lender and a L/C Issuer and the other parties thereto.



     B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned
to such terms in the Credit Agreement and the Intercreditor Agreement referred to therein.



     C. Section 2.01 of the Intercreditor Agreement provides that a Hedging Party may become a Secured
Hedging Party under the Intercreditor Agreement by execution and delivery of an instrument in the
form of this Supplement. The undersigned Hedging Party (the “New Secured Hedging Party”) is
executing this Supplement to become a Secured Hedging Party under the Intercreditor Agreement.



     Accordingly, the Collateral Agent and the New Secured Hedging Party agree as follows:



     SECTION 1. In accordance with Section 2.01 of the Intercreditor Agreement, the New Secured Hedging
Party by its signature below becomes a Secured Hedging Party with the same force and effect as if
originally named therein as a Secured Hedging Party and the New Secured Hedging Party hereby agrees
to all the terms and provisions of the Intercreditor Agreement applicable to it as a Secured
Hedging Party thereunder. Each reference to a “Secured Hedging Party” in the Intercreditor
Agreement shall be deemed to include the New Secured Hedging Party. The Intercreditor Agreement is
hereby incorporated herein by reference.



     SECTION 2. This Supplement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of which when taken
together shall constitute a single contract. This Supplement shall become effective when the
Collateral Agent shall have received a counterpart of this Supplement that bears the signature of
the New Secured Hedging Party and the Collateral Agent has executed a counterpart hereof. Delivery
of an executed signature page to this Supplement by facsimile transmission or any other means of
electronic transmission shall be as effective as delivery of a manually signed counterpart of this
Supplement.



     SECTION 3. Except as expressly supplemented hereby, the Intercreditor Agreement shall remain in
full force and effect.



Annex A-1






 









 








     SECTION 4. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.



     SECTION 5. In case any one or more of the provisions contained in this Supplement should be held
invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and in the Intercreditor Agreement shall not in any way be
affected or impaired thereby (it being understood that the invalidity of a particular provision in
a particular jurisdiction shall not in and of itself affect the validity of such provision in any
other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable provisions:



     SECTION 6. The New Secured Hedging Party’s initial address for communications and notices under the
Intercreditor Agreement is set forth on Schedule I hereto.



     IN WITNESS WHEREOF, the New Secured Hedging Party and the Collateral Agent have duly executed this
Supplement to the Intercreditor Agreement as of the day and year first above written.



	 	 	 	 	 
	 	[NAME OF NEW SECURED HEDGING PARTY],

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DEUTSCHE BANK TRUST COMPANY 

AMERICAS, as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Annex A-2




 









 








Schedule I to

Supplement to the Intercreditor Agreement




NOTICES





     New Secured Hedging Party            Address



Schedule I





 









 






	 	 	 	 	 



EXHIBIT I




 





PLEDGE AND SECURITY AGREEMENT



Dated as of January 5, 2010



Among



TARGA RESOURCES, INC.,



THE SUBSIDIARIES OF TARGA RESOURCES, INC. IDENTIFIED HEREIN



and



DEUTSCHE BANK TRUST COMPANY AMERICAS,



as Collateral Agent



 




 









 





TABLE OF CONTENTS




	 	 	 	 	 

	ARTICLE I
	 	 	 	 
	 
	 	 	 	 
	Definitions
	 	 	 	 
	 
	 	 	 	 
	SECTION 1.01. Credit Agreement
	 	 	1	 
	SECTION 1.02. Other Defined Terms
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II
	 	 	 	 
	 
	 	 	 	 
	Pledge of Securities
	 	 	 	 
	 
	 	 	 	 
	SECTION 2.01. Pledge
	 	 	4	 
	SECTION 2.02. Delivery of the Pledged Collateral
	 	 	5	 
	SECTION 2.03. Representations, Warranties and Covenants
	 	 	5	 
	SECTION 2.04. Certification of Limited Liability Company and
Limited Partnership Interests
	 	 	7	 
	SECTION 2.05. Registration in Nominee Name; Denominations
	 	 	7	 
	SECTION 2.06. Voting Rights; Dividends and Interest
	 	 	7	 
	SECTION 2.07. Conflicts
	 	 	9	 
	 
	 	 	 	 
	ARTICLE III
	 	 	 	 
	 
	 	 	 	 
	Security Interests in Personal Property
	 	 	 	 
	 
	 	 	 	 
	SECTION 3.01. Security Interest
	 	 	10	 
	SECTION 3.02. Representations and Warranties
	 	 	11	 
	SECTION 3.03. Covenants
	 	 	13	 
	SECTION 3.04. Other Actions
	 	 	15	 
	SECTION 3.05. Covenants Regarding Patent, Trademark and Copyright Collateral
	 	 	16	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	 
	 	 	 	 
	Remedies
	 	 	 	 
	 
	 	 	 	 
	SECTION 4.01. Remedies Upon Default
	 	 	18	 
	SECTION 4.02. Application of Proceeds
	 	 	20	 
	SECTION 4.03. Grant of License to Use Intellectual Property
	 	 	21	 
	 
	 	 	 	 
	ARTICLE V
	 	 	 	 
	 
	 	 	 	 
	Indemnity, Subrogation and Subordination
	 	 	 	 
	 
	 	 	 	 
	SECTION 5.01. Indemnity
	 	 	22	 
	SECTION 5.02. Contribution and Subrogation
	 	 	22	 






ii









 






	 	 	 	 	 

	SECTION 5.03. Subordination
	 	 	22	 
	 
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	 
	 	 	 	 
	Miscellaneous
	 	 	 	 
	 
	 	 	 	 
	SECTION 6.01. Notices
	 	 	23	 
	SECTION 6.02. Waivers; Amendment
	 	 	23	 
	SECTION 6.03. Collateral Agent’s Fees and Expenses; Indemnification
	 	 	23	 
	SECTION 6.04. Successors and Assigns
	 	 	24	 
	SECTION 6.05. Survival of Agreement
	 	 	24	 
	SECTION 6.06. Counterparts; Effectiveness; Several Agreement
	 	 	25	 
	SECTION 6.07. Severability
	 	 	25	 
	SECTION 6.08. Right of Set-Off
	 	 	25	 
	SECTION 6.09. Governing Law; Jurisdiction; Consent to Service of Process
	 	 	26	 
	SECTION 6.10. WAIVER OF JURY TRIAL
	 	 	26	 
	SECTION 6.11. Headings
	 	 	27	 
	SECTION 6.12. Security Interest Absolute
	 	 	27	 
	SECTION 6.13. Termination or Release
	 	 	28	 
	SECTION 6.14. Additional Restricted Subsidiaries
	 	 	28	 
	SECTION 6.15. Collateral Agent Appointed Attorney-in-Fact
	 	 	28	 
	SECTION 6.16. General Authority of the Collateral Agent
	 	 	29	 
	SECTION 6.17. Conflicts
	 	 	30	 






iii









 






	 	 	 

	Schedules
	 	 
	 
	 	 
	Schedule I

	 	Subsidiary Parties
	Schedule II

	 	Pledged Equity; Pledged Debt
	Schedule III

	 	Commercial Tort Claims
	Schedule IV

	 	Legal Names of Subsidiary Parties
	Schedule V

	 	Filings/Filing Offices
	 
	 	 
	Exhibits
	 	 
	 
	 	 
	Exhibit I

	 	Form of Security Agreement Supplement






iv









 






          PLEDGE AND SECURITY AGREEMENT dated as of January 5, 2010 among TARGA RESOURCES, INC.
(the “Borrower”), the Subsidiaries of the Borrower identified herein, including Subsidiaries that
become party hereto after the date hereof pursuant to Section 6.14, and DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Collateral Agent for the Secured Parties (as defined below).




          Reference is made to the Credit Agreement dated as of January 5, 2010 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower,
each Lender from time to time party thereto and Deutsche Bank Trust Company Americas, as Collateral
Agent, Swing Line Lender, and an L/C Issuer and Credit Suisse AG, Cayman Islands Branch, as an L/C
Issuer. The Lenders have agreed to extend credit to the Borrower subject to the terms and
conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit
are conditioned upon, among other things, the execution and delivery of this Agreement. The
Subsidiary Parties are Subsidiaries of the Borrower, will derive substantial benefits from the
extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and
deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the
parties hereto agree as follows:




ARTICLE I




Definitions



          SECTION 1.01. Credit Agreement. (a) Capitalized terms used in this Agreement and
not otherwise defined herein have the meanings specified in the Credit Agreement. All terms
defined in the New York UCC (as defined herein) and not defined in this Agreement have the
meanings specified therein; the term “instrument” shall have the meaning specified in Article 9 of
the New York UCC.





     (b) The rules of construction specified in Article I of the Credit Agreement also
apply to this Agreement.



          SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms
have the meanings specified below:




          “Account Debtor” means any Person who is or who may become obligated to any Grantor under,
with respect to or on account of an Account.




          “Agreement” means this Pledge and Security Agreement.




          “Article 9 Collateral” has the meaning assigned to such term in Section 3.01(a).




          “Claiming Party” has the meaning assigned to such term in Section 5.02.




          “Collateral” means the Article 9 Collateral and the Pledged Collateral.




1









 







          “Contributing Party” has the meaning assigned to such term in Section 5.02.




          “Copyright License” shall mean any written agreement, now or hereafter in effect, granting any
right to any third person under any material copyright now or hereafter owned by any Grantor or
that such Grantor otherwise has the right to license, or granting any right to any Grantor under
any material copyright now or hereafter owned by any third person, and all rights of such Grantor
under any such agreement.




          “Copyrights” shall mean all of the following now owned or hereafter acquired by any Grantor:
(a) all copyright rights in any work subject to the copyright laws of the United States or any
other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and
applications for registration of any such copyright in the United States or any other country,
including registrations, recordings, supplemental registrations and pending applications for
registration in the United States Copyright Office (or any successor office or any similar office
in any other country).




          “Credit Agreement” has the meaning assigned to such term in the preliminary statement of this
Agreement.




          “General Intangibles” means all choses in action and causes of action and all other intangible
personal property of every kind and nature (other than Accounts) now owned or hereafter acquired by
any Grantor, including corporate or other business records, indemnification claims, contract rights
(including rights under leases, whether entered into as lessor or lessee, Swap Contracts and other
agreements), Intellectual Property, goodwill, registrations, franchises, tax refund claims and any
guarantee, claim, security interest or other security held by or granted to any Grantor to secure
payment by an Account Debtor of any of the Accounts.




          “Grantor” means each of the Borrower and each Subsidiary Party.




          “Intellectual Property” shall mean all intellectual and similar property of any Grantor of
every kind and nature now owned or hereafter acquired by any Grantor, including inventions,
designs, Patents, Copyrights, Trademarks, trade secrets, confidential or proprietary technical and
business information, know-how, show-how or other data or information, software and databases and
all embodiments or fixations thereof and related documentation, registrations and franchises, and
all additions, improvements and accessions to.




          “License” shall mean any Patent License, Trademark License, Copyright License or other license
or sublicense agreement relating to Intellectual Property to which any Grantor is a party.




          “New York UCC” means the Uniform Commercial Code as from time to time in effect in the State
of New York.




          “Patent License” shall mean any written agreement, now or hereafter in effect, granting to any
third person any right to make, use or sell any invention on which


2









 







          a patent, now or hereafter owned
by any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting
to any Grantor any right to make, use or sell any invention on which a patent, now or hereafter
owned by any third person, is in existence, and all rights of any Grantor under any such agreement.




          “Patents” shall mean all of the following now owned or hereafter acquired by any Grantor:
(a) all letters patent of the United States or the equivalent thereof in any other country, all
registrations and recordings thereof, and all applications for letters patent of the United States
or the equivalent thereof in any other country, including registrations, recordings and pending
applications in the United States Patent and Trademark Office (or any successor or any similar
offices in any other country), and (b) all reissues, continuations, divisions,
continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed
therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.




          “Pledge and Security Agreement Supplement” means an instrument in the form of Exhibit I
hereto.




          “Pledged Collateral” has the meaning assigned to such term in Section 2.01(a).




          “Pledged Debt” has the meaning assigned to such term in Section 2.01(a).




          “Pledged Equity” has the meaning assigned to such term in Section 2.01(a).




          “Pledged Securities” means any promissory notes, stock certificates or other securities now or
hereafter included in the Pledged Collateral, including all certificates, instruments or other
documents representing or evidencing any Pledged Collateral.




          “Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the L/C
Issuers, the Lenders, any Hedging Party that is a party to a Secured Hedge Agreement and each
co-agent or sub-agent appointed by the Administrative Agent or the Collateral Agent from time to
time pursuant to Section 9.05 of the Credit Agreement.




          “Security Interest” has the meaning assigned to such term in Section 3.01(a).




          “Subsidiary Parties” means (a) the Restricted Subsidiaries identified on Schedule I and (b)
each other Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Party after
the Closing Date pursuant to Section 6.14 hereof.




          “Trademark License” shall mean any written agreement, now or hereafter in effect, granting to
any third person any right to use any trademark now or hereafter owned by any Grantor or that any
Grantor otherwise has the right to license, or


3









 







granting to any Grantor any right to use any
trademark now or hereafter owned by any third person, and all rights of any Grantor under any such
agreement.




          “Trademarks” shall mean all of the following now owned or hereafter acquired by any Grantor:
(a) all trademarks, service marks, trade names, corporate names, company names, business names,
fictitious business names, trade styles, trade dress, logos, other source or business identifiers,
designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all
registrations and recordings thereof, and all registration and recording applications filed in
connection therewith, including registrations and registration applications in the United States
Patent and Trademark Office (or any successor office) or any similar offices in any State of the
United States or any other country or any political subdivision thereof, and all extensions or
renewals thereof, (b) all goodwill associated therewith or symbolized thereby and (c) all other
assets, rights and interests that uniquely reflect or embody such goodwill.




ARTICLE II




Pledge of Securities



          SECTION 2.01. Pledge. As security for the payment or performance, as the case may
be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent,
its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the
Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security
interest in, all of such Grantor’s right, title and interest in, to and under (i) all Equity
Interests held by it and listed on Schedule II and any other Equity Interests obtained in the
future by such Grantor and the certificates, if any, representing all such Equity Interests (the
“Pledged Equity”); provided that the Pledged Equity shall not include (A) Equity Interests of any
Foreign Subsidiary of the Borrower or any Guarantor that are not Eligible Equity Interests,
(B) equity interests in joint ventures (excluding Wholly Owned Subsidiaries) owned by the Borrower
or any Restricted Subsidiary, to the extent a pledge thereof would violate or require the consent
of a counterparty under the relevant joint venture arrangements and (C) any Equity Interests with
respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by
notice to the Borrower), the cost or other consequences (including any adverse tax consequences)
of providing a security interest therein shall be excessive in view of the benefits to be obtained
by the Lenders or any other Secured Party therefrom; (ii)(A) the debt securities held by such
Grantor in physical form on the date hereof and listed opposite the name of such Grantor on
Schedule II, (B) any debt securities obtained in the future by such Grantor and (C) the promissory
notes and any other instruments evidencing such debt securities (the “Pledged Debt”);
(iii) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments
and other property from time to time received, receivable or otherwise distributed in respect of,
in exchange for or upon the conversion of, and all other Proceeds received in respect of, the
securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and
privileges of such Grantor with respect to the securities and other property referred to in
clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing


4









 







(the items
referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged
Collateral”).




          SECTION 2.02. Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly
to deliver or cause to be delivered to the Collateral Agent, for the benefit of the Secured
Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so
long as such securities remain uncertificated) to the extent such Pledged Securities, in the case
of promissory notes or other instruments evidencing Indebtedness, are required to be delivered
pursuant to paragraph (b) of this Section 2.02.





     (b) Each Grantor will cause any Indebtedness for borrowed money having an
aggregate principal amount in excess of $10,000,000 (or its equivalent in other
relevant currencies) owed to such Grantor by any Person to be evidenced by a duly
executed promissory note that is pledged and delivered to the Collateral Agent, for the
benefit of the Secured Parties, pursuant to the terms hereof; provided, however, that
no Grantor shall be required to evidence with a promissory note such Grantor’s
Investment in Holdco Loans.




     (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be
accompanied by appropriate powers duly executed in blank or other instruments of
transfer reasonably satisfactory to the Collateral Agent and by such other instruments
and documents as the Collateral Agent may reasonably request and (ii) all other
property comprising part of the Pledged Collateral shall be accompanied by proper
instruments of assignment duly executed by the applicable Grantor and such other
instruments or documents as the Collateral Agent may reasonably request. Each delivery
of Pledged Securities shall be accompanied by a schedule describing the securities,
which schedule shall be attached hereto as Schedule II and made a part hereof; provided
that failure to attach any such schedule hereto shall not affect the validity of such
pledge of such Pledged Securities. Each schedule so delivered shall supplement any
prior schedules so delivered.



          SECTION 2.03. Representations, Warranties and Covenants. The Borrower represents,
warrants and covenants, as to itself and the other Grantors, to and with the Collateral Agent, for
the benefit of the Secured Parties, that:





     (a) Schedule II correctly sets forth the percentage of the issued and outstanding
units of each class of the Equity Interests of the issuer thereof represented by the
Pledged Equity and includes all Equity Interests directly owned by any Loan Party,
excluding any Equity Interests constituting Excluded Collateral and Equity Interests
held by any Grantor or its nominee through a securities intermediary;




     (b) the Pledged Equity and Pledged Debt (and with respect to Pledged Debt issued
by a Person other than the Borrower or a subsidiary of the Borrower, only to the
Borrower’s knowledge) have been duly and validly



5









 







authorized and issued by the issuers
thereof and (i) in the case of Pledged Equity of a corporation, are fully paid and
nonassessable, if applicable, and (ii) in the case of Pledged Debt (and with respect to
Pledged Debt issued by a Person other than the Borrower or a subsidiary of the
Borrower, only to the Borrower’s knowledge), are legal, valid and binding obligations
of the issuers thereof;




     (c) except for the security interests granted hereunder, each of the Grantors
(i) is and, subject to any transfers made in compliance with the Credit Agreement, will
continue to be the direct owner, beneficially and of record, of the Pledged Securities
indicated on Schedule II as owned by such Grantors, (ii) holds the same free and clear
of all Liens, other than (A) Liens created by the Security Documents and (B) Permitted
Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create
or permit to exist any security interest in or other Lien on, the Pledged Collateral,
other than (A) Liens created by the Security Documents, (B) Permitted Liens, and (C)
transfers made in compliance with the Credit Agreement and (iv) will defend its title
or interest thereto or therein against any and all Liens (other than the Liens
permitted pursuant to this Section 2.03(c)), however, arising, of all Persons
whomsoever;




     (d) except for restrictions and limitations imposed by the Loan Documents or
securities laws generally and except as set forth in the Credit Agreement , the Pledged
Collateral is and will continue to be freely transferable and assignable, and none of
the Pledged Collateral is or will be subject to any option, right of first refusal,
shareholders agreement, charter or by-law provisions or contractual restriction of any
nature that might prohibit, impair, delay or otherwise affect in any manner material
and adverse to the Secured Parties the pledge of such Pledged Collateral hereunder, the
sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of
rights and remedies hereunder;




     (e) each of the Grantors has the power and authority to pledge the Pledged
Collateral pledged by it hereunder in the manner hereby done or contemplated;




     (f) no consent or approval of any Governmental Authority, any securities exchange
or any other Person was or is necessary to the validity of the pledge effected hereby
(other than such as have been obtained and are in full force and effect);




     (g) by virtue of the execution and delivery by the Grantors of this Agreement,
when any Pledged Securities constituting certificated securities or instruments are
delivered to the Collateral Agent in accordance with this Agreement, the Collateral
Agent will obtain a legal, valid and perfected lien upon and security interest (to the
extent such matter is governed by laws of the



6









 







United States or a jurisdiction therein)
in such Pledged Securities as security for the payment and performance of the
Obligations; and



          SECTION 2.04. Certification of Limited Liability Company and Limited Partnership
Interests. (a) Each Grantor acknowledges and agrees that (i) each interest in any limited
liability company or limited partnership controlled by such Grantor, pledged hereunder and
represented by a certificate shall be a “security” within the meaning of Article 8 of the Uniform
Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code and (ii) each
such interest shall at all times hereafter be represented by a certificate.





     (b) Each Grantor further acknowledges and agrees that (i) each interest in any
limited liability company or limited partnership controlled by such Grantor, pledged
hereunder and not represented by a certificate shall not be a “security” within the
meaning of Article 8 of the Uniform Commercial Code and shall not be governed by
Article 8 of the Uniform Commercial Code, and (ii) such Grantor shall at no time elect
to treat any such interest as a “security” within the meaning of Article 8 of the
Uniform Commercial Code or issue any certificate representing such interest, unless
such Grantor provides prior written notification to the Collateral Agent of such
election and immediately delivers any such certificate to the Collateral Agent pursuant
to the terms hereof.



          SECTION 2.05. Registration in Nominee Name; Denominations. If an Event of Default
shall occur and be continuing and the Collateral Agent shall give the Borrower notice of its
intent to exercise such rights, (a) the Collateral Agent, on behalf of the Secured Parties, shall
have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own
name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the
applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent and each
Grantor will promptly give to the Collateral Agent copies of any notices or other communications
received by it with respect to Pledged Securities registered in the name of such Grantor and
(b) the Collateral Agent shall have the right to exchange the certificates representing Pledged
Securities for certificates of smaller or larger denominations for any purpose consistent with
this Agreement.




          SECTION 2.06. Voting Rights; Dividends and Interest. (a) Unless and until an Event
of Default shall have occurred and be continuing and the Collateral Agent shall have notified the
Borrower that the rights of the Grantors under this Section 2.06 are being suspended:





     (i) Each Grantor shall be entitled to exercise any and all voting and/or other
consensual rights and powers inuring to an owner of Pledged Securities or any part
thereof for any purpose consistent with the terms of this Agreement, the Credit
Agreement and the other Loan Documents; provided that such rights and powers shall
not be exercised in any manner that could materially and adversely affect the
rights inuring to a holder of



7









 







any Pledged Securities or the rights and remedies of
any of the Collateral Agent or the other Secured Parties under this Agreement, the
Credit Agreement or any other Loan Document or the ability of the Secured Parties
to exercise the same.




     (ii) The Collateral Agent shall execute and deliver to each Grantor, or cause
to be executed and delivered to such Grantor, all such proxies, powers of attorney
and other instruments as such Grantor may reasonably request for the purpose of
enabling such Grantor to exercise the voting and/or consensual rights and powers it
is entitled to exercise pursuant to subparagraph (i) above.




     (iii) Each Grantor shall be entitled to receive and retain any and all
dividends, interest, principal and other distributions paid on or distributed in
respect of the Pledged Securities to the extent and only to the extent that such
dividends, interest, principal and other distributions are permitted by, and
otherwise paid or distributed in accordance with, the terms and conditions of the
Credit Agreement, the other Loan Documents and applicable Laws; provided that any
noncash dividends, interest, principal or other distributions that would constitute
Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination
or reclassification of the outstanding Equity Interests of the issuer of any
Pledged Securities or received in exchange for Pledged Securities or any part
thereof, or in redemption thereof, or as a result of any merger, consolidation,
acquisition or other exchange of assets to which such issuer may be a party or
otherwise, shall be and become part of the Pledged Collateral, and, if received by
any Grantor, shall not be commingled by such Grantor with any of its other funds or
property but shall be held separate and apart therefrom, shall be held in trust for
the benefit of the Collateral Agent and the Secured Parties and shall be forthwith
delivered to the Collateral Agent in the same form as so received (with any
necessary endorsement reasonably requested by the Collateral Agent).




     (b) Upon the occurrence and during the continuance of an Event of Default, after
the Collateral Agent shall have notified the Borrower of the suspension of the rights
of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any
Grantor to dividends, interest, principal or other distributions that such Grantor is
authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease,
and all such rights shall thereupon become vested in the Collateral Agent, which shall
have the sole and exclusive right and authority to receive and retain such dividends,
interest, principal or other distributions. All dividends, interest, principal or
other distributions received by any Grantor contrary to the provisions of this
Section 2.06 shall be held in trust for the benefit of the Collateral Agent, shall be
segregated from other property or funds of such Grantor and shall be forthwith
delivered to the Collateral Agent upon demand in the same form as so received (with any
necessary endorsement reasonably requested by the



8









 







Collateral Agent). Any and all money
and other property paid over to or received by the Collateral Agent pursuant to the
provisions of this paragraph (b) shall be retained by the Collateral Agent in an
account to be established by the Collateral Agent upon receipt of such money or other
property and shall be applied in accordance with the provisions of Section 4.02. After
all Events of Default have been cured or waived, the Collateral Agent shall promptly
repay to each Grantor (without interest) all dividends, interest, principal or other
distributions that such Grantor would otherwise be permitted to retain pursuant to the
terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.




     (c) Upon the occurrence and during the continuance of an Event of Default, after
the Collateral Agent shall have notified the Borrower of the suspension of the rights
of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any
Grantor to exercise the voting and consensual rights and powers it is entitled to
exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the
Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all
such rights shall thereupon become vested in the Collateral Agent, which shall have the
sole and exclusive right and authority to exercise such voting and consensual rights
and powers; provided that, unless otherwise directed by the Required Lenders, the
Collateral Agent shall have the right from time to time following and during the
continuance of an Event of Default to permit the Grantors to exercise such rights.
After all Events of Default have been cured or waived, each Grantor shall have the
exclusive right to exercise the voting and/or consensual rights and powers that such
Grantor would otherwise be entitled to exercise pursuant to the terms of
paragraph (a)(i) above and the obligations of the Collateral Agent under paragraph
(a)(ii) of this Section 2.06, shall be reinstated.




     (d) Any notice given by the Collateral Agent to the Borrower suspending the rights
of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing,
(ii) may be given with respect to one or more of the Grantors at the same or different
times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or
paragraph (a)(iii) in part without suspending all such rights (as specified by the
Collateral Agent in its sole and absolute discretion) and without waiving or otherwise
affecting the Collateral Agent’s rights to give additional notices from time to time
suspending other rights so long as an Event of Default has occurred and is continuing.



          SECTION 2.07. Conflicts. To the extent any provision, representation or warranty in
this Article II is duplicative of, or in conflict with, any provision in Article III as applied to
Pledged Collateral, the Article II provision shall prevail.





9











 





ARTICLE III




Security Interests in Personal Property



          SECTION 3.01. Security Interest. (a) As security for the payment or performance,
as the case may be, in full of the Obligations, each Grantor hereby grants and pledges to the
Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby
grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured
Parties, a security interest (the “Security Interest”) in, all of such Grantor’s right, title or
interest in or to any and all of the following assets and properties now owned or at any time
hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future
may acquire any right, title or interest (collectively, the “Article 9 Collateral”):





     (i) all Accounts;




     (ii) all Chattel Paper;




     (iii) all cash and Deposit Accounts;




     (iv) all Documents;




     (v) all Equipment;




     (vi) all General Intangibles;




     (vii) all Instruments;




     (viii) all Intellectual Property




     (ix) all Inventory;




     (x) all Investment Property;




     (xi) all Letter-of-Credit rights;




     (xii) all Commercial Tort Claims listed on Schedule III hereto;




     (xiii) all books and records pertaining to the Article 9 Collateral; and




     (xiv) to the extent not otherwise included, all Proceeds and products of any
and all of the foregoing and all collateral security and guarantees given by any
Person with respect to any of the foregoing;


provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not
constitute a grant of a security interest in the Excluded Collateral. Each Grantor shall, if
requested to do so by the Collateral Agent, use commercially reasonable efforts to obtain any such
required consent that is reasonably obtainable with respect to Collateral which the Collateral
Agent reasonably determines to be material.







10









 









     (b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the
benefit of the Secured Parties at any time and from time to time to file in any
relevant jurisdiction any initial financing statements (including fixture filings) with
respect to the Article 9 Collateral or any part thereof and amendments thereto that (i)
indicate the Collateral as all assets of such Grantor or words of similar effect as
being of an equal or lesser scope or with greater detail, and (ii) contain the
information required by Article 9 of the Uniform Commercial Code or the analogous
legislation of each applicable jurisdiction for the filing of any financing statement
or amendment, including (A) whether such Grantor is an organization, the type of
organization and any organizational identification number issued to such Grantor and
(B) in the case of a financing statement filed as a fixture filing, a sufficient
description of the real property to which such Article 9 Collateral relates. Each
Grantor agrees to provide such information to the Collateral Agent promptly upon
request.




     The Collateral Agent is further authorized to file with the United States Patent and
Trademark Office or United States Copyright Office (or any successor office or any similar
office in any other country) such documents, if any, as may be necessary or advisable for
the purpose of perfecting, confirming, continuing, enforcing or protecting the Security
Interest in Article 9 Collateral consisting of U.S. Patents, Trademarks and Copyrights
owned by such Grantor that are, as applicable, applied for, issued by or registered with
the United States Patent and Trademark Office or the United States Copyright Office, in
each case, that is material to the conduct of such Grantor’s business, granted by each
Grantor and naming any Grantor or the Grantors as debtors and the Collateral Agent as
secured party.




     (c) The Security Interest is granted as security only and shall not subject the
Collateral Agent or any other Secured Party to, or in any way alter or modify, any
obligation or liability of any Grantor with respect to or arising out of the Article 9
Collateral.



          SECTION 3.02. Representations and Warranties. The Borrower represents and warrants,
as to itself and the other Grantors, to the Collateral Agent and the Secured Parties that:





     (a) Each Grantor has good and valid rights in and title to the Article 9
Collateral with respect to which it has purported to grant a Security Interest
hereunder, except for such defects in title as could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect, and has full power
and authority to grant to the Collateral Agent the Security Interest in such Article 9
Collateral pursuant hereto and to execute, deliver and perform its obligations in
accordance with the terms of this Agreement, without the consent or approval of any
other Person other than any consent or approval that has been obtained or any consent
or approval the failure of



11









 






which to obtain could not reasonably be expected to have a Material Adverse
Effect.




     (b) Schedule IV contains a listing of the exact legal name of each
Grantor that is correct and complete in all material respects as of the Closing Date.
The Uniform Commercial Code financing statements (including fixture filings, as
applicable) or other appropriate filings, recordings or registrations prepared by the
Collateral Agent for filing in each governmental, municipal or other office specified
in Schedule V (or specified by notice from the Borrower to the Collateral Agent
after the Closing Date in the case of filings, recordings or registrations required by
Section 6.12 of the Credit Agreement), are all the filings, recordings and
registrations (other than filings (i) that may be required to be made in the United
States Patent and Trademark Office and the United States Copyright Office in order to
perfect or record the Security Interest in the Article 9 Collateral consisting of
United States Patents, United States Trademarks and United States Copyrights, and (ii)
with respect to Article 9 Collateral consisting of Intellectual Property that is
acquired or arising after the date hereof) that are necessary to establish a legal,
valid and perfected security interest under the Uniform Commercial Code in favor of the
Collateral Agent (for the benefit of the Secured Parties) in respect of all Article 9
Collateral in which the Security Interest may be perfected under the Uniform Commercial
Code by filing, recording or registration in the United States (or any political
subdivision thereof) and its territories and possessions, and no further or subsequent
filing, refiling, recording, rerecording, registration or reregistration is necessary
in any such jurisdiction, except as provided under applicable law with respect to the
filing of continuation statements and filings that may be required with respect to
Article 9 Collateral consisting of Intellectual Property acquired or arising after the
date hereof.




     (c) The Security Interest constitutes (i) a legal and valid security interest in
all the Article 9 Collateral securing the payment and performance of the Obligations,
and (ii) subject to and upon the filings described in Section 3.02(b), a perfected
security interest in all Article 9 Collateral in which a security interest may be
perfected by filing, recording or registering a financing statement or analogous
document in the United States (or any political subdivision thereof) and its
territories and possessions pursuant to the Uniform Commercial Code. The Security
Interest is and shall be prior to any other Lien on any of the Article 9 Collateral,
other than Permitted Liens that have priority as a matter of law.




     (d) The Article 9 Collateral is owned by the Grantors free and clear of any Lien,
except for Permitted Liens. None of the Grantors has filed or consented to the filing
of (i) any financing statement or analogous document under the Uniform Commercial Code
or any other applicable laws covering any Article 9 Collateral, or (ii) any assignment
in which any Grantor assigns any Article 9 Collateral or any security agreement or
similar instrument covering any Article 9 Collateral with any foreign governmental,
municipal or



12









 






other office, which financing statement or analogous document, assignment,
security agreement or similar instrument is still in effect, except, in each case, for
Permitted Liens.




     (e) As of the Closing Date hereof, no Grantor holds any Commercial Tort Claims in
excess of $10,000,000 (as reasonably estimated by such Grantor) for which a complaint
has been filed or is presently intended to be filed in a court of competent
jurisdiction, or which is presently intended to be settled absent court proceeding,
except as indicated on Schedule III hereto.



          SECTION 3.03. Covenants. (a) Each Grantor shall, at its own expense, take any and
all commercially reasonable actions necessary to defend title to the Article 9 Collateral against
all Persons and to defend the Security Interest of the Collateral Agent in the Article 9
Collateral and the priority thereof against any Lien that is not a Permitted Lien.





     (b) The Borrower agrees, on its own behalf and on behalf of each other Grantor,
at its own expense, to execute, acknowledge, deliver and cause to be duly filed all
such further instruments and documents, if any, and take all such actions as the
Collateral Agent may from time to time reasonably request to better assure, preserve,
protect and perfect the Security Interest under the Uniform Commercial Code and the
rights and remedies created hereby, including the payment of any fees and taxes
required in connection with the execution and delivery of this Agreement, the granting
of the Security Interest (including with respect to Article 9 Collateral consisting of
U.S. Patents, Trademarks and Copyrights owned by such Grantor that are, as applicable,
applied for, issued by, or registered with the United States Patent and Trademark
Office or the United States Copyright Office, in each case, that is material to the
conduct of such Grantor’s business) and the filing of any financing statements
(including fixture filings) or other documents in connection herewith or therewith. If
any amount payable under or in connection with any of the Article 9 Collateral that is
in excess of $10,000,000 (or its equivalents in other relevant currencies) shall be or
become evidenced by any promissory note or other instrument (other than, except while
an Event of Default has occurred and is continuing, Checks received as payment in the
ordinary course of business that are deposited in the Grantor’s Deposit Account within
two Business Days), such note or instrument shall be promptly pledged and delivered to
the Collateral Agent, for the benefit of the Secured Parties, duly endorsed in a manner
reasonably satisfactory to the Collateral Agent.




     Without limiting the generality of the foregoing, each Grantor hereby authorizes
the Collateral Agent, with prompt notice thereof to the Grantors, to supplement this
Agreement by adding additional schedules hereto to identify specifically any asset or
item of a Grantor that may constitute Copyrights, Licenses, Patents or Trademarks;
provided that any Grantor shall have the right, exercisable within 10 days after it has
been notified by the Collateral Agent of the



13









 






specific identification of such Collateral, to advise the Collateral
Agent in writing of any inaccuracy of the representations and warranties made by such
Grantor hereunder with respect to such Collateral. Each Grantor agrees that it will
use its commercially reasonable efforts to take such action as shall be necessary in
order that all representations and warranties hereunder shall be true and correct with
respect to such Collateral within 30 days after the date it has been notified by the
Collateral Agent of the specific identification of such Collateral.




     (c) At its option, the Collateral Agent may discharge past due taxes,
assessments, charges, fees, Liens, security interests or other encumbrances at any time
levied or placed on the Article 9 Collateral and not permitted pursuant to Section 7.01
of the Credit Agreement, and may pay for the maintenance and preservation of the
Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit
Agreement or this Agreement and within a reasonable period of time after the Collateral
Agent has requested that it do so, and each Grantor jointly and severally agrees to
reimburse the Collateral Agent within 10 days after demand for any payment made or any
reasonable expense incurred by the Collateral Agent pursuant to the foregoing
authorization. Nothing in this paragraph shall be interpreted as excusing any Grantor
from the performance of, or imposing any obligation on the Collateral Agent or any
Secured Party to cure or perform, any covenants or other promises of any Grantor with
respect to taxes, assessments, charges, fees, Liens, security interests or other
encumbrances and maintenance as set forth herein or in the other Loan Documents.




     (d) If at any time any Grantor shall take a security interest in any property of
an Account Debtor or any other Person the value of which is in excess of $10,000,000
(or its equivalent in other relevant currencies) to secure payment and performance of
an Account, such Grantor shall promptly assign such security interest to the Collateral
Agent for the benefit of the Secured Parties. Such assignment need not be filed of
public record unless necessary to continue the perfected status (to the extent
perfected) of the security interest under the Uniform Commercial Code against creditors
of and transferees from the Account Debtor or other Person granting the security
interest.




     (e) Each Grantor (rather than the Collateral Agent or any Secured Party) shall
remain liable (as between itself and any relevant counterparty) to observe and perform
all the conditions and obligations to be observed and performed by it under each
contract, agreement or instrument relating to the Article 9 Collateral, all in
accordance with the terms and conditions thereof, and each Grantor jointly and
severally agrees to indemnify and hold harmless the Collateral Agent and the Secured
Parties from and against any and all liability for such performance.




     (f) Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent
(and all officers, employees or agents designated by the Collateral Agent) as such
Grantor’s true and lawful agent (and



14









 






attorney-in-fact) for the purpose, upon the occurrence and during the continuance of an
Event of Default, of making, settling and adjusting claims in respect of Article 9
Collateral under policies of insurance, endorsing the name of such Grantor on any
check, draft, instrument or other item of payment for the proceeds of such policies of
insurance and for making all determinations and decisions with respect thereto. In the
event that any Grantor at any time or times shall fail to obtain or maintain any of the
policies of insurance required hereby or under the Credit Agreement or to pay any
premium in whole or part relating thereto, the Collateral Agent may, without waiving or
releasing any obligation or liability of any Grantor hereunder or any Default or Event
of Default, in its sole discretion, obtain and maintain such policies of insurance and
pay such premium and take any other actions with respect thereto as the Collateral
Agent deems advisable. All sums disbursed by the Collateral Agent in connection with
this paragraph, including attorneys’ fees, court costs, expenses and other charges
relating thereto, shall be payable, upon demand, by the Grantors to the Collateral
Agent and shall be additional Obligations secured hereby.




     (g) Each Grantor shall maintain, in form and manner consistent with industry
practice, records of its Chattel Paper and its books, records and documents evidencing
or pertaining thereto.



          SECTION 3.04. Other Actions. In order to further insure the attachment, perfection
and priority of, and the ability of the Collateral Agent to enforce, the Security Interest, each
Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with
respect to the following Article 9 Collateral:





     (a) Instruments. If any Grantor shall at any time hold or acquire any
Instruments constituting Collateral and evidencing an amount in excess of $10,000,000
(or its equivalent in other relevant currencies), such Grantor shall forthwith endorse,
assign and deliver the same (other than, except while an Event of Default has occurred
and is continuing, Checks received as payment in the ordinary course of business that
are deposited in the Grantor’s Deposit Account within two Business Days) to the
Collateral Agent for the benefit of the Secured Parties, accompanied by such
instruments of transfer or assignment duly executed in blank as the Collateral Agent
may from time to time reasonably request.




     (b) Investment Property. Except to the extent otherwise provided in Article II,
if any Grantor shall at any time hold or acquire any certificated securities, such
Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent
for the benefit of the Secured Parties, accompanied by such instruments of transfer or
assignment duly executed in blank as the Collateral Agent may from time to time
reasonably request. If any securities now owned or hereafter acquired by any Grantor
are uncertificated and are issued to such Grantor or its nominee directly by the issuer
thereof, upon the Collateral Agent’s request and following the occurrence and during
the



15









 






continuation of an Event of Default such Grantor shall promptly notify the
Collateral Agent thereof and, at the Collateral Agent’s reasonable request, pursuant to
an agreement in form and substance reasonably satisfactory to the Collateral Agent,
either (i) cause the issuer to agree to comply with instructions from the Collateral
Agent as to such securities, without further consent of any Grantor or such nominee, or
(ii) arrange for the Collateral Agent to become the registered owner of the securities.




     (c) Commercial Tort Claims. If any Grantor shall at any time hold or acquire a
Commercial Tort Claim in an amount reasonably estimated by such Grantor to exceed
$10,000,000 (or its equivalent in other currencies) and for which a complaint in a
court of competent jurisdiction has been filed (or with respect to which such Grantor’s
affirmative intent to file such a complaint or to settle the claim absent court
proceeding has been documented in writing to the obligor of such claim), the Grantor
shall promptly update Schedule III hereto, notify the Collateral Agent thereof in a
writing signed by such Grantor including a summary description of such claim and grant
to the Collateral Agent, for the ratable benefit of the Secured Parties, in such
writing a security interest therein and in the proceeds thereof, all upon the terms of
this Agreement, with such writing to be in form and substance reasonably satisfactory
to the Collateral Agent.



          SECTION 3.05. Covenants Regarding Patent, Trademark and Copyright Collateral. (a)
Each Grantor agrees that it will not, and will not permit any of its licensees to, do any act, or
omit to do any act, whereby any U.S. issued Patent owned by such Grantor that is material to the
conduct of such Grantor’s business may become invalidated or dedicated to the public, and agrees
that it shall continue to mark any products covered by any such U.S. issued Patent owned by such
Grantor that is material to the conduct of its business with the relevant patent number as
necessary to establish and preserve its maximum rights under applicable patent laws in the United
States.





     (b) Each Grantor (either itself or through its licensees or its sublicensees)
will, for each U.S. registered Trademark owned by such Grantor that is material to the
conduct of such Grantor’s business, (i) maintain such Trademark in full force free from
any claim of abandonment or invalidity for non-use, (ii) maintain the quality of
products and services offered under such Trademark, (iii) display such Trademark with,
as applicable, notice of any Federal registration to the extent necessary to establish
and preserve its maximum rights under applicable law and (iv) not knowingly use or
knowingly permit the use of such Trademark in violation of any third party rights.




     (c) Each Grantor (either itself or through its licensees or sublicensees) will,
for each work covered by a material registered U.S. Copyright owned by such Grantor
that is material to the conduct of such Grantor’s business, continue to, as applicable,
publish, reproduce, display, adopt and distribute the



16









 






work with appropriate copyright notice as necessary to establish and preserve its
maximum rights under applicable copyright laws in the United States.




     (d) Each Grantor shall notify the Collateral Agent promptly if it knows that any
U.S. issued Patent or any U.S. registered Trademark or any U.S. registered Copyright
owned by such Grantor and that is material to the conduct of its business may become
abandoned, lost or dedicated to the public, or of any adverse determination in a legal
proceeding of which Grantor is a party and has notice regarding such Grantor’s
ownership of any such U.S. Patent, Trademark or Copyright that is material to the
conduct of its business, or its right to register the same, or its right to keep and
maintain the same under the laws of the United States.




     (e) Within forty-five (45) days after the end of each calendar quarter, each
Grantor shall give the Collateral Agent written notice of any application for the
issuance or registration of any Patent, Trademark or Copyright with the United States
Patent and Trademark Office or the United States Copyright Office that is owned by such
Grantor and that is material to its business and that was either filed itself or
through any agent, employee, licensee or designee, with the United States Patent and
Trademark Office or the United States Copyright Office, and, upon the reasonable
request of the Collateral Agent, the Grantor shall execute and deliver such agreements,
instruments, documents and papers as the Collateral Agent may reasonably request to
create and/or evidence the Security Interest in such U.S. Patent, Trademark or
Copyright but only if such U.S. Patent, Trademark and Copyright is material to such
Grantor’s business, and each Grantor hereby appoints the Collateral Agent as its
attorney-in-fact to execute and file such writings for the foregoing purposes, all acts
of such attorney being hereby ratified and confirmed; such power, being coupled with an
interest, is irrevocable.




     (f) Each Grantor will, if consistent with good business judgment and such Grantor
determines it is commercially reasonable, take reasonably necessary steps that are
consistent with the practice in any proceeding before the United States Patent and
Trademark Office or the United States Copyright Office, to maintain and pursue each
material application relating to the U.S. Patents, Trademarks and/or Copyrights (and to
obtain the relevant grant or registration) that are owned by such Grantor and that are
material to the business of such Grantor and to maintain each U.S. issued Patent and
each U.S. registration of the Trademarks and Copyrights owned by such Grantor that is
material to the conduct of any Grantor’s business, including timely filings of
applications for renewal, affidavits of use, affidavits of incontestability and payment
of maintenance fees.




     (g) In the event that any Grantor knows or has reason to believe that any Article
9 Collateral consisting of a U.S. issued Patent or a U.S. registered Trademark or a
U.S. registered Copyright that is material to the conduct of any Grantor’s business has
been or is about to be infringed, misappropriated



17









 






or diluted by a third person in the United States, such Grantor shall, if
consistent with good business judgment and the Grantor determines it is commercially
reasonable, sue for infringement, misappropriation or dilution and to recover damages
for such infringement, misappropriation or dilution, and/or to stop such infringement,
misappropriation, or dilution (including by seeking an injunction or entering into a
license or settlement agreement) and/or, consistent with good business judgment and as
the Grantor determines is commercially reasonable, take such other actions as are
appropriate under the circumstances to protect such Article 9 Collateral (and if such
Grantor decides to take any such action as set forth above, then it shall notify the
Collateral Agent.




     (h) Upon the occurrence and during the continuance of an Event of Default, each
Grantor shall, if requested by the Collateral Agent, use its commercially reasonable
efforts to obtain all requisite consents or approvals by the licensor of each Copyright
License, Patent License or Trademark License to effect the assignment of all such
Grantor’s right, title and interest thereunder to the Collateral Agent, for the ratable
benefit of the Secured Parties, or its designee.



ARTICLE IV




Remedies



          SECTION 4.01. Remedies Upon Default. Upon the occurrence and during the continuance
of an Event of Default, it is agreed that the Collateral Agent shall have the right to exercise
any and all rights afforded to a secured party with respect to the Obligations under the Uniform
Commercial Code or other applicable law and also may (i) require each Grantor to, and each Grantor
agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble
all or part of the Collateral as directed by the Collateral Agent and make it available to the
Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably
convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted,
leased by any of the Grantors where the Collateral or any part thereof is assembled or located for
a reasonable period in order to effectuate its rights and remedies hereunder or under law, without
obligation to such Grantor in respect of such occupation; provided that the Collateral Agent shall
provide the applicable Grantor with notice thereof prior to or promptly after such occupancy;
(iii) exercise any and all rights and remedies of any of the Grantors under or in connection with
the Collateral, or otherwise in respect of the Collateral; provided that the Collateral Agent
shall provide the applicable Grantor with notice thereof prior to or promptly after such exercise;
(iv) subject to the mandatory requirements of applicable law and the notice requirements described
below, sell or otherwise dispose of all or any part of the Collateral securing the Obligations at
a public or private sale or at any broker’s board or on any securities exchange, for cash, upon
credit or for future delivery as the Collateral Agent shall deem appropriate and (v) with respect
to any Article 9 Collateral consisting of Intellectual Property, on demand, cause the Security
Interest to become an assignment, transfer and conveyance of any of or all



18









 






such Article 9 Collateral by the applicable Grantor to the Collateral Agent, or to license or
sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive
basis, any such Article 9 Collateral throughout the world on such terms and conditions and in such
manner as the Collateral Agent shall determine (other than in violation of any then-existing
licensing arrangements to the extent that waivers cannot be obtained), provided that if an Event
of Default is cured, the Collateral Agent shall (without recourse to or warranty by the Collateral
Agent) promptly re-assign such Intellectual Property to the applicable Grantor, subject to any
Disposition (including any license or sublicense made by the Collateral Agent). The Collateral
Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to
restrict the prospective bidders or purchasers to Persons who will represent and agree that they
are purchasing the Collateral for their own account for investment and not with a view to the
distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall
have the right to assign, transfer and deliver to the purchaser or purchasers thereof the
Collateral so sold. Each such purchaser at any sale of Collateral shall hold the property sold
absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby
waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such
Grantor now has or may at any time in the future have under any rule of law or statute now
existing or hereafter enacted.




          The Collateral Agent shall give the applicable Grantors 10 days’ written notice (which each
Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its
equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of
Collateral. Such notice, in the case of a public sale, shall state the time and place for such
sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the
board or exchange at which such sale is to be made and the day on which the Collateral, or portion
thereof, will first be offered for sale at such board or exchange. Any such public sale shall be
held at such time or times within ordinary business hours and at such place or places as the
Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the
Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate
parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The
Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine
not to do so, regardless of the fact that notice of sale of such Collateral shall have been given.
The Collateral Agent may, without notice or publication, adjourn any public or private sale or
cause the same to be adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and place to which the same
was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for
future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale
price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any
liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral
so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At
any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any
Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any
Grantor (all said rights being also hereby waived and released to the extent







19









 







permitted by law), the
Collateral or any part thereof offered for sale and may make payment on account thereof by using
any claim then due and payable to such Secured Party from any Grantor as a credit against the
purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain
and dispose of such property without further accountability to any Grantor therefor. As an
alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may
proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the
Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having
competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale
pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially
reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other
jurisdictions.




          To the extent any clause in this Section 4.01 conflicts with any provision in clauses (c) or
(d) of Section 2.06, the clauses in Section 2.06 shall prevail. The remedies in clauses (c) and
(d) of Section 2.06 shall be in addition to the remedies in this Section 4.01, to the extent such
provisions do not conflict.




          SECTION 4.02. Application of Proceeds. (a) The Collateral Agent shall apply the
proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as
follows:





     FIRST, to payment of that portion of the Obligations constituting fees, indemnities,
expenses and other amounts (including fees, charges and disbursements of external counsel
to the Administrative Agent and amounts payable under Article III of the Credit
Agreement) payable to the Administrative Agent in its capacity as such and payable to the
Collateral Agent in its capacity as such;




     SECOND, to payment of that portion of the Obligations constituting fees, indemnities
and other amounts (other than principal, interest and Letter of Credit Fees) payable to the
Lenders and the L/C Issuers (including fees, charges and disbursements of external counsel
to the respective Lenders and the L/C Issuers and amounts payable under Article
III), ratably among them in proportion to the respective amounts described in this
clause Second payable to them;




     THIRD, to payment of that portion of the Obligations constituting accrued and unpaid
Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations,
ratably among the Lenders and the L/C Issuers in proportion to the respective amounts
described in this clause Third payable to them;




     FOURTH, pro rata (i) to payment of that portion of the Obligations
constituting unpaid principal of the Loans and L/C Borrowings, the Secured Swap Obligations
and the Cash Management Obligations, ratably among the Lenders, the Hedging Parties and the
L/C Issuers in proportion to the respective amounts
described in this clause Fourth held by them and (ii) to the Administrative
Agent for the account of each applicable L/C Issuer, to Cash Collateralize that portion of



20









 






L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and




     LAST, the balance, if any, after all of the Obligations have been indefeasibly paid in
full, to the applicable Grantor or Grantors or as otherwise required by Law.


The Collateral Agent shall have absolute discretion as to the time of application of any such
proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the
Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial
proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a
sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or
purchasers shall not be obligated to see to the application of any part of the purchase money paid
over to the Collateral Agent or such officer or be answerable in any way for the misapplication
thereof.





     (b) In making the determination and allocations required by this Section 4.02,
the Collateral Agent may conclusively rely upon information (i) supplied by the
Administrative Agent as to the amounts of unpaid principal and interest and other
amounts outstanding with respect to the Obligations and (ii) supplied to the Collateral
Agent in accordance with the Intercreditor Agreement in the case of Secured Swap
Obligations, and the Collateral Agent shall have no liability to any of the Secured
Parties for actions taken in reliance on such information, provided that nothing in
this sentence shall prevent any Grantor from contesting any amounts claimed by any
Secured Party in any information so supplied. All distributions made by the Collateral
Agent pursuant to this Section 4.02 shall be (subject to any decree of any court of
competent jurisdiction) final (absent manifest error), and the Collateral Agent shall
have no duty to inquire as to the application by the Administrative Agent of any
amounts distributed to it.



          SECTION 4.03. Grant of License to Use Intellectual Property. For the purpose of
enabling the Collateral Agent to exercise rights and remedies under Section 4.01 of this
Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights
and remedies, each Grantor hereby grants to the Collateral Agent a nonexclusive license
(exercisable without payment of royalty or other compensation to the Grantors), to use, license or
sublicense any of the Article 9 Collateral consisting of Intellectual Property (subject, however,
with respect to Trademarks, to reasonable quality control provisions and the Grantors right to
inspect to confirm compliance therewith) now owned or hereafter acquired by such Grantor, and
wherever the same may be located, and including in such license access to all media in which any
of the licensed items may be recorded or stored and to all computer software and programs used for
the compilation or printout thereof (if and to the extent that the Grantor has the right to grant
such license). The use of such license by the Collateral Agent may be exercised, at the option of
the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default;
provided, however, that any license, sublicense or other transaction entered into by the
Collateral Agent in accordance herewith shall be



21









 






binding upon each Grantor notwithstanding any subsequent cure of an Event of Default. Upon
the payment in full of the Obligations, this license granted to the Collateral Agent shall
automatically and immediately terminate.




ARTICLE V




Indemnity, Subrogation and Subordination



          SECTION 5.01. Indemnity. In addition to all such rights of indemnity and
subrogation as the Subsidiary Parties may have under applicable law (but subject to Section 5.03),
the Borrower agrees that, in the event any assets of any Subsidiary Party shall be sold at the
direction of any Secured Party pursuant to this Agreement or any other Security Document to
satisfy in whole or in part an obligation owed to any Secured Party, the Borrower shall indemnify
such Subsidiary Party in an amount equal to the greater of the book value or the fair market value
of the assets so sold.




          SECTION 5.02. Contribution and Subrogation. Each Subsidiary Party (a “Contributing
Party”) agrees (subject to Section 5.03) that, in the event assets of any other Subsidiary Party
shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured
Party and such other Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified
by the Borrower as provided in Section 5.01, the Contributing Party shall indemnify the Claiming
Party in an amount equal to the greater of the book value or the fair market value of such assets,
in each case multiplied by a fraction of which the numerator shall be the net worth of the
Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all
the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or,
in the case of any Grantor becoming a party hereto pursuant to Section 6.14, the date of the
Security Agreement Supplement hereto executed and delivered by such Grantor). Any Contributing
Party making any payment to a Claiming Party pursuant to this Section 5.02 shall be subrogated to
the rights of such Claiming Party to the extent of such payment.




          SECTION 5.03. Subordination. (a) Notwithstanding any provision of this Agreement
to the contrary, all rights of the Subsidiary Parties under Sections 5.01 and 5.02 and all other
rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully
subordinated to the indefeasible payment in full in cash of the Obligations. No failure on the
part of the Borrower or any Subsidiary Party to make the payments required by Sections 5.01 and
5.02 (or any other payments required under applicable law or otherwise) shall in any respect limit
the obligations and liabilities of any Subsidiary Party with respect to its obligations hereunder,
and each Subsidiary Party shall remain liable for the full amount of the obligations of such
Subsidiary Party hereunder.





     (b) Each Grantor hereby agrees that upon the occurrence and during the
continuance of an Event of Default and after notice from the Collateral Agent all
Indebtedness owed by it to the Borrower or any Subsidiary shall be



22









 






fully subordinated to the indefeasible payment in full in cash of the Credit
Agreement Obligations.



ARTICLE VI




Miscellaneous



          SECTION 6.01. Notices. All communications and notices hereunder shall (except as
otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the
Credit Agreement. All communications and notices hereunder to any Subsidiary Party shall be given
to it in care of the Borrower as provided in Section 10.02 of the Credit Agreement.




          SECTION 6.02. Waivers; Amendment. (a) No failure or delay by any Agent, any L/C
Issuer or any Lender in exercising any right or power hereunder or under any other Loan Document
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude
any other or further exercise thereof or the exercise of any other right or power. The rights and
remedies of the Agents, the L/C Issuers and the Lenders hereunder and under the other Loan
Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise
have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party
therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of
this Section 6.02, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. Without limiting the generality of the foregoing,
the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether any Agent, any Lender or any L/C Issuer may have had notice or
knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall
entitle any Loan Party to any other or further notice or demand in similar or other circumstances.





     (b) Neither this Agreement nor any provision hereof may be waived, amended or
modified except pursuant to an agreement or agreements in writing entered into by the
Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver,
amendment or modification is to apply, subject to any consent required in accordance
with Section 10.01 of the Credit Agreement and the Intercreditor Agreement.



          SECTION 6.03. Collateral Agent’s Fees and Expenses; Indemnification. (a) The
parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses
incurred hereunder as provided in Section 10.04 of the Credit Agreement.





     (b) Without limitation of its indemnification obligations under the other Loan
Documents, the Borrower agrees to indemnify the Collateral Agent and the other
Indemnitees (as defined in Section 10.04 of the Credit Agreement) against, and to hold
each Indemnitee harmless from, any and all



23









 






losses, claims, damages, liabilities and related expenses, including the
reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred
by or asserted against any Indemnitee arising out of, in connection with, or as a
result of, the execution, delivery or performance of this Agreement or any claim,
litigation, investigation or proceeding relating to any of the foregoing agreement or
instrument contemplated hereby, or to the Collateral, whether or not any Indemnitee is
a party thereto; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or related
expenses are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or wilful misconduct of such
Indemnitee.




     (c) Any such amounts payable as provided hereunder shall be additional
Obligations secured hereby and by the other Security Documents. The provisions of this
Section 6.03 shall remain operative and in full force and effect regardless of the
termination of this Agreement or any other Loan Document, the consummation of the
transactions contemplated hereby, the repayment of any of the Obligations, the
invalidity or unenforceability of any term or provision of this Agreement or any other
Loan Document, or any investigation made by or on behalf of any Agent or any other
Secured Party. All amounts due under this Section 6.03 shall be payable within 10 days
of written demand therefor.



          SECTION 6.04. Successors and Assigns. Whenever in this Agreement any of the parties
hereto is referred to, such reference shall be deemed to include the permitted successors and
assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor
or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit
of their respective successors and assigns.




          SECTION 6.05. Survival of Agreement. All covenants, agreements, representations and
warranties made by the Loan Parties in the Loan Documents or any Secured Hedge Agreement, as
applicable, and in the certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement, any other Loan Document or any Secured Hedge Agreement, as
applicable, shall be considered to have been relied upon by the Lenders or the applicable Hedging
Parties, as the case may be, and shall survive the execution and delivery of the Loan Documents,
the making of any Loans and issuance of any Letters of Credit and the entering into any Secured
Hedge Agreement, as applicable, regardless of any investigation made by any Lender or any Hedging
Party or on their behalf and notwithstanding that any Secured Party may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any credit is
extended under the Credit Agreement or any Secured Hedge Agreement is entered into, and shall
continue in full force and effect as long as the principal of or any accrued interest on any Loan
or any fee or any other amount payable under any Loan Document is outstanding and unpaid, any
Letter of Credit is outstanding or any amount payable under any Secured Hedge Agreement is
outstanding and unpaid and so long as the Commitments have not expired or terminated.







24









 








          SECTION 6.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be
executed in counterparts, each of which shall constitute an original but all of which when taken
together shall constitute a single contract. Delivery of an executed signature page to this
Agreement by facsimile transmission or other means of electronic transmission shall be as
effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall
become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan
Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been
executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Loan Party
and the Collateral Agent and their respective permitted successors and assigns, and shall inure to
the benefit of such Loan Party, the Collateral Agent and the other Secured Parties and their
respective successors and assigns, except that no Loan Party shall have the right to assign or
transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any
such assignment or transfer shall be void) except as expressly contemplated by this Agreement or
the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to
each Loan Party and may be amended, modified, supplemented, waived or released with respect to any
Loan Party without the approval of any other Loan Party and without affecting the obligations of
any other Loan Party hereunder.




          SECTION 6.07. Severability. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof; and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as
close as possible to that of the invalid, illegal or unenforceable provisions.




          SECTION 6.08. Right of Set-Off. In addition to any rights and remedies of the
Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default,
each Lender and its Affiliates is authorized at any time and from time to time, without prior
notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower and
each Loan Party to the fullest extent permitted by applicable Law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any time held by, and
other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or
the account of the respective Loan Parties against any and all obligations owing to such Lender
and its Affiliates hereunder, now or hereafter existing, irrespective of whether or not such
Lender or Affiliate shall have made demand under this Agreement and although such obligations may
be contingent or unmatured or denominated in a currency different from that of the applicable
deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Collateral
Agent after any such set off and application made by such Lender; provided, that the failure to
give such notice shall not affect the validity of such setoff and application. The rights of each
Lender under this Section 6.08 are in



25









 






addition to other rights and remedies (including other rights of setoff) that such Lender may
have.




          SECTION 6.09. Governing Law; Jurisdiction; Consent to Service of Process. (a)
This Agreement shall be governed by, and construed in accordance with, the law of the state of New
York.





     (b) The Borrower and each other Loan Party irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the courts of
the State of New York sitting in New York County and of the United States District
Court of the Southern District of New York, and any appellate court from any thereof,
in any action or proceeding arising out of or relating to this Agreement or any other
Loan Document, or for recognition or enforcement of any judgment, and each of the
parties hereto irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York state court or,
to the fullest extent permitted by law, in such Federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law. Nothing in this Agreement or in any other Loan Document
shall affect any right that any Agent, any L/C Issuer or any other Secured Party may
otherwise have to bring any action or proceeding relating to this Agreement or any Loan
Document against the Borrower or any other Loan Party or its properties in the courts
of any jurisdiction.




     (c) The Borrower and each other Loan Party irrevocably and unconditionally
waives, to the fullest extent permitted by applicable law, any objection that it may
now or hereafter have to the laying of venue of any action or proceeding arising out of
or relating to this Agreement or any other Loan Document in any court referred to in
paragraph (b) of this Section 6.09. Each of the parties hereto hereby agrees that
Sections 5-1401 and 4-1402 of the General Obligations Law of the State of New York
shall apply to this Agreement and the Loan Documents and irrevocably waives, to the
fullest extent permitted by applicable law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.




     (d) Each party to this Agreement irrevocably consents to service of process in
the manner provided for notices in Section 6.01. Nothing in this Agreement or any
other Loan Document will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.



          SECTION 6.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN



26









 








	 	 	DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT
OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. EACH LOAN PARTY
AND EACH LENDER HEREBY FURTHER (A) IRREVOCABLY WAIVE, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW,
ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY “SPECIAL DAMAGES,” AS DEFINED
BELOW, (B) CERTIFY THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OR COUNSEL FOR ANY PARTY
HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT
OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (C) ACKNOWLEDGE THAT IT HAS BEEN INDUCED
TO ENTER INTO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY
AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS
SECTION. AS USED IN THIS SECTION, “SPECIAL DAMAGES” INCLUDES ALL SPECIAL, CONSEQUENTIAL,
EXEMPLARY, OR PUNITIVE DAMAGES (REGARDLESS OF HOW NAMED), BUT DOES NOT INCLUDE ANY PAYMENTS OR
FUNDS WHICH ANY PARTY HERETO HAS EXPRESSLY PROMISED TO PAY OR DELIVER TO ANY OTHER PARTY HERETO.





          SECTION 6.11. Headings. Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement and are not to affect
the construction of, or to be taken into consideration in interpreting, this Agreement.




          SECTION 6.12. Security Interest Absolute. All rights of the Collateral Agent
hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and
all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a)
any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any
agreement with respect to any of the Obligations or any other agreement or instrument relating to
any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other
term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any
departure from the Credit Agreement, any other Loan Document, or any other agreement or
instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any
release or amendment or waiver of or consent under or departure from any guarantee, securing or
guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise
constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or
this Agreement.







27









 








          SECTION 6.13. Termination or Release. (a) This Agreement, the Security Interest
and all other security interests granted hereby shall terminate upon termination of the Aggregate
Commitments and payment in full of all Loan Obligations (other than contingent obligations with
respect to which no claim has been asserted) and any Secured Swap Obligations that are due and
payable to the extent the Collateral Agent has received written notice that such Secured Swap
Obligations are due and payable (it being understood that the Collateral Agent will give each
counterparty under a Secured Swap Obligation at least 5 Business Days notice prior to releasing
such Liens) and the expiration or termination of all Letters of Credit (or other arrangements
having been entered into satisfactory to the applicable L/C Issuer to eliminate such L/C Issuer’s
credit exposure with respect thereto).





     (b) Any Grantor shall be automatically released from its obligations hereunder or
under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a
transaction permitted under the Credit Agreement.




     (c) Upon any sale or other transfer by any Grantor of any Collateral that is
permitted under the Credit Agreement (other than to a Loan Party), or upon the
effectiveness of any written consent to the release of the security interest granted
hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the
security interest in such Collateral shall be automatically released.




     (d) In connection with any termination or release pursuant to paragraph (a), (b)
or (c), the Collateral Agent shall execute and deliver to any Grantor, at such
Grantor’s expense, all documents that such Grantor shall reasonably request to evidence
such termination or release. Any execution and delivery of documents pursuant to this
Section 6.13 shall be without recourse to or warranty by the Collateral Agent.



          SECTION 6.14. Additional Restricted Subsidiaries. Pursuant to Section 6.12 of the
Credit Agreement, certain Restricted Subsidiaries of the Loan Parties that were not in existence
or not Restricted Subsidiaries on the date of the Credit Agreement are required to enter in this
Agreement as Subsidiary Parties upon becoming a Restricted Subsidiary that is not an Excluded
Subsidiary. Upon execution and delivery by the Collateral Agent and a Restricted Subsidiary of a
Security Agreement Supplement, such Restricted Subsidiary shall become a Subsidiary Party
hereunder with the same force and effect as if originally named as a Subsidiary Party herein. The
execution and delivery of any such instrument shall not require the consent of any other Loan
Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full
force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.




          SECTION 6.15. Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby
appoints the Collateral Agent the attorney-in-fact of such Grantor for the purpose of carrying out
the provisions of this Agreement and taking any action and executing any instrument that the
Collateral Agent may deem necessary or advisable to



28









 






accomplish the purposes hereof at any time after and during the continuance of an Event of
Default, which appointment is irrevocable and coupled with an interest. Without limiting the
generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and
during the continuance of an Event of Default and notice by the Collateral Agent to the Borrower
of its intent to exercise such rights, with full power of substitution either in the Collateral
Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and
all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the
Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and
give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor
on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of
Accounts receivable to any Account Debtor; (e) to commence and prosecute any and all suits,
actions or proceedings at law or in equity in any court of competent jurisdiction to collect or
otherwise realize on all or any of the Collateral or to enforce any rights in respect of any
Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or
proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to
notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell,
assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of
the Collateral, and to do all other acts and things necessary to carry out the purposes of this
Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the
Collateral for all purposes; provided that nothing herein contained shall be construed as
requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to
the nature or sufficiency of any payment received by the Collateral Agent, or to present or file
any claim or notice, or to take any action with respect to the Collateral or any part thereof or
the moneys due or to become due in respect thereof or any property covered thereby. The
Collateral Agent and the other Secured Parties shall be accountable only for amounts actually
received as a result of the exercise of the powers granted to them herein, and neither they nor
their officers, directors, employees or agents shall be responsible to any Grantor for any act or
failure to act hereunder, except for their own gross negligence or wilful misconduct or that of
any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.




          SECTION 6.16. General Authority of the Collateral Agent. By acceptance of the
benefits of this Agreement and any other Security Documents, each Secured Party (whether or not a
signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Collateral
Agent as its agent hereunder and under such other Security Documents, (b) to confirm that the
Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for
the enforcement of any provisions of this Agreement and such other Security Documents against any
Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any
consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s
obligations with respect thereto, (c) to agree that it shall not take any action to enforce any
provisions of this Agreement or any other Security Document against any Grantor, to exercise any
remedy hereunder or thereunder or to give any consents or approvals hereunder or thereunder except
as expressly provided in this Agreement or any other



29









 






Security Document and (d) to agree to be bound by the terms of this Agreement and any other
Security Documents.




          SECTION 6.17. Conflicts. To the extent any provision in this Agreement conflicts
with any provision of the Credit Agreement, the relevant provision of the Credit Agreement shall
prevail.







30









 








          IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.




	 	 	 	 	 
	 	TARGA RESOURCES, INC.,

 	 
	 	By  	 	 
	 	 	Name:  	Matthew J. Meloy 	 
	 	 	Title:  	Vice President - Finance and Treasurer 	 
	 



	 	 	 	 	 
	 	EACH OF THE SUBSIDIARIES

LISTED ON SCHEDULE I HERETO,

 	 
	 	By  	 	 
	 	 	Name:  	Matthew J. Meloy 	 
	 	 	Title:  	Vice President - Finance and Treasurer 	 



31









 






	 	 	 	 	 



          IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.




	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY 

AMERICAS., as Collateral Agent

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




32











 








Exhibit I to

The Pledge and Security Agreement




FORM OF

SECURITY AGREEMENT SUPPLEMENT




          SUPPLEMENT
dated as of [•], to the Pledge and Security Agreement dated as of January 5, 2010,
among TARGA RESOURCES, INC. (the “Borrower”), the Subsidiaries of the Borrower identified therein
and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent.




     A. Reference is made to the Credit Agreement dated as of January 5, 2010 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower,
each lender from time to time party thereto, Deutsche Bank Trust Company Americas, as
Administrative Agent, Swing Line Lender, and an L/C Issuer and the other parties thereto.



     B. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement and the Pledge and Security Agreement referred to
therein.



     C. The Grantors have entered into the Pledge and Security Agreement in order to induce the
Lenders to make Loans and the L/C Issuers to issue Letters of Credit. Section 6.14 of the Pledge
and Security Agreement provides that additional Restricted Subsidiaries of the Borrower may become
Subsidiary Parties under the Pledge and Security Agreement by execution and delivery of an
instrument in the form of this Supplement. The undersigned Restricted Subsidiary (the “New
Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit
Agreement to become a Subsidiary Party under the Pledge and Security Agreement in order to induce
the Lenders to make additional Loans and the L/C Issuers to issue additional Letters of Credit and
as consideration for Loans previously made and Letters of Credit previously issued.



     Accordingly, the Collateral Agent and the New Subsidiary agree as follows:



     SECTION 1. In accordance with Section 6.14 of the Pledge and Security Agreement, the New
Subsidiary by its signature below becomes a Subsidiary Party (and accordingly, becomes a Grantor)
and Grantor under the Pledge and Security Agreement with the same force and effect as if originally
named therein as a Subsidiary Party and the New Subsidiary hereby (a) agrees to all the terms and
provisions of the Pledge and Security Agreement applicable to it as a Subsidiary Party and Grantor
thereunder and (b) represents and warrants that the representations and warranties made by it as a
Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the
foregoing, the New Subsidiary, as security for the payment and performance in full of the
Obligations, does hereby create and grant to the Collateral Agent, its successors and assigns, for
the benefit of the Secured Parties, their successors and assigns, a security interest in and lien
on all of the New Subsidiary’s right, title and interest in and to the Collateral (as defined in
the Pledge and Security Agreement) of the New Subsidiary. Each reference to a “Grantor” in the
Pledge and Security Agreement shall be deemed to include the New Subsidiary. The Pledge and
Security Agreement is hereby incorporated herein by reference.



 









 





     SECTION 2. The New Subsidiary represents and warrants to the Collateral Agent and the other
Secured Parties that this Supplement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in accordance with its
terms.



     SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto
on different counterparts), each of which shall constitute an original, but all of which when taken
together shall constitute a single contract. This Supplement shall become effective when the
Collateral Agent shall have received a counterpart of this Supplement that bears the signature of
the New Subsidiary and the Collateral Agent has executed a counterpart hereof. Delivery of an
executed signature page to this Supplement by facsimile transmission or other means of electronic
transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.



     SECTION 4. The New Subsidiary hereby represents and warrants that (a) set forth on Schedule I
attached hereto is a true and correct schedule of all the Pledged Securities of the New Subsidiary,
(b) set forth on Schedule II attached hereto is a true and correct schedule of all material
Intellectual Property of the New Subsidiary and (c) set forth under its signature hereto, is the
true and correct legal name of the New Subsidiary, its jurisdiction of formation and the location
of its chief executive office.



     SECTION 5. Except as expressly supplemented hereby, the Pledge and Security Agreement shall
remain in full force and effect.



          SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK.




     SECTION 7. In case any one or more of the provisions contained in this Supplement should be
held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein and in the Pledge and Security Agreement shall not in any
way be affected or impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the validity of such
provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations
to replace the invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or unenforceable
provisions.



     SECTION 8. All communications and notices hereunder shall be in writing and given as provided
in Section 6.01 of the Pledge and Security Agreement.



     SECTION 9. The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable
out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other
charges and disbursements of counsel for the Collateral Agent.



          IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this
Supplement to the Pledge and Security Agreement as of the day and year first above written.








3









 








	 	 	 	 	 
	 	[NAME OF NEW SUBSIDIARY],

 	 
	 	By  	 	 
	 	 	Title:	 
	 	 	Name:	 
	 	 	 
	 	 	Legal Name:	 
	 	 	Jurisdiction of Formation:	 
	 	 	Location of Chief Executive office: 	 
	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Collateral Agent

 	 
	 	By  	 	 
	 	 	Name:
Title:  	 



4









 





EXHIBIT J




FORM OF OMR NOTICE




Dated:                     , 20         




To: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent



Ladies and Gentlemen:




     This OMR Notice is delivered to you pursuant to Section 2.05(c)(ii) of that certain Credit
Agreement, dated as of January 5, 2010 (as amended, restated, amended and restated, extended,
supplemented or otherwise modified from time to time, the “Agreement”, the terms defined
therein being used herein as therein defined), among Targa Resources, Inc., a Delaware corporation
(“Borrower”), the lenders from time to time party thereto, Deutsche Bank Trust Company
Americas, as administrative agent and collateral agent (in such capacity, the “Administrative
Agent”) and the other agents, bookrunners and arrangers party thereto.



     Borrower hereby notifies you that it is seeking:




	 	1.	 	to [prepay with cash][exchange for MLP Units][prepay in part with cash and
exchange in part for MLP Units]1 Term Loans at a discount in an
aggregate principal amount of $[                                                            ]2 (the
“Proposed OMR Amount”);
	 
	 	2.	 	a percentage discount to the par value of the principal amount of Term Loans
[equal to                                         % of par value] [greater than or equal to                          
     % of par value but
less than or equal to [                            ]% of par value] (the “Discount Range”); and
	 
	 	3.	 	the delivery of a Lender Participation Notice on or before [                                        ,
20                    ]3 (the “Acceptance Date”).







 




			
	1	 	Choose form of consideration.
	 
	2	 	Insert amount that is minimum of $5.0
million.
	 
	3	 	Insert date (a Business Day) that is at
least five Business Days after date of the OMR Notice.




J-1









 










     Borrower hereby represents and warrants to the Administrative Agent and the Lenders as
follows:




	 	1.	 	No Default or Event of Default has occurred and is continuing or would result
from the Open Market Repurchase (after giving effect to any related waivers or
amendments obtained in connection with such Open Market Repurchase).
	 
	 	2.	 	Each of the conditions to the Open Market Repurchase contained in Section
2.05(c) of the Agreement has been satisfied.






	 	 	[Borrower acknowledges and agrees that it has furnished or shall furnish to the
Administrative Agent an opinion of counsel in form reasonably satisfactory to the
Administrative Agent to the effect that the offering of MLP Units in connection with such
Open Market Repurchase does not violate the registration requirements under the Securities
Act of 1933, as amended.





     Borrower acknowledges and agrees that each Lender that certifies to the Administrative Agent
that it is restricted by its investment guidelines or applicable law (or tax considerations) from
receiving such MLP Units will have the option to receive cash in an amount equal to the market
value of such MLP Units (as determined by the Administrative Agent) in lieu of such MLP Units in
such Open Market 
Repurchase.]4



     Pursuant to Section 2.05(c)(iii) of the Agreement, upon receipt of this OMR Notice,
Administrative Agent is required to promptly notify each of the Term Lenders of this OMR Notice.





 




			
	4	 	Only applicable if MLP Units are being
offered in the Open Market Repurchase.




J-2









 










     IN WITNESS WHEREOF, the undersigned has executed this OMR Notice as of the date first above
written.



	 	 	 	 	 
	 	TARGA RESOURCES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



J-3









 







EXHIBIT K




FORM OF LENDER PARTICIPATION NOTICE




Dated:                         , 20        



To: Deutsche Bank Trust Company Americas

5022 Gate Parkway, Suite 200

Jacksonville, FL 32256

Attention: Maxeen Jacques

Telephone: (904) 527-6411

Telecopier: (732) 380-3355

Electronic Mail: Maxeen.jacques@db.com



Ladies and Gentlemen:





     Reference is made to (a) that certain Credit Agreement, dated as of January 5, 2010 (as
amended, restated, amended and restated, extended, supplemented or otherwise modified from time to
time, the “Agreement”, the terms defined therein being used herein as therein defined),
among Targa Resources, Inc., a Delaware corporation (“Borrower”), the lenders from time to
time party thereto, Deutsche Bank Trust Company Americas, as administrative agent and collateral
agent (in such capacity, the “Administrative Agent”) and the other agents, bookrunners and
arrangers party thereto, and (b) that certain OMR Notice, dated ___________, 20__, from Borrower
(the “OMR Notice”). Capitalized terms used herein and not defined herein or in the
Agreement shall have the meaning ascribed to such terms in the OMR Notice.



     The undersigned Lender hereby gives you notice, pursuant to Section 2.05(c)(iii) of the
Agreement, that it is willing to accept an Open Market Repurchase of Term Loans held by such
Lender:




	1.	 	in a maximum aggregate principal amount of
$                                                             of Term Loans (the “Offered Loans”), and
	 
	2.	 	at a percentage discount to par value of the principal amount of Offered Loans
equal to [                         ]% 1 of par value (the “Acceptable Discount”).





     The undersigned Lender expressly agrees that this offer is subject to the provisions of
Section 2.05(c) of the Agreement. Furthermore, conditioned upon the Applicable Discount determined
pursuant to Section 2.05(c)(iii) of the Agreement being a percentage of par value less than or
equal to the Acceptable Discount, the undersigned Lender hereby expressly consents and





 




			
	1	 	Insert amount within Discount Range, to
the extent that Borrower has not specified a single percentage.




K-1









 









agrees to a prepayment of its Term Loans pursuant to Section 2.05(c) of the Agreement in an
aggregate principal amount equal to the Offered Loans, as such principal amount may be reduced if
the aggregate proceeds required to prepay Qualifying Loans (disregarding any interest payable in
connection with such Qualifying Loans) would exceed the Proposed OMR Amount for the relevant Open
Market Repurchase, and acknowledges and agrees that such prepayment of its Term Loans will be
allocated at par value, but the actual payment made to such Lender will be reduced in accordance
with the Applicable Discount.




     [The undersigned Lender hereby certifies that that it is restricted by its investment
guidelines or applicable law (or tax considerations) from receiving such MLP Units offered as
consideration by the Borrower pursuant to the OMR Notice and accordingly requests that it receive
cash in an amount equal to the market value of such MLP Units (as determined by the Administrative
Agent) in lieu of such MLP Units.]2





 




			
	2	 	Only applicable if MLP Units are being
offered in the Open Market Repurchase.




K-2









 










     IN WITNESS WHEREOF, the undersigned has executed this Lender Participation Notice as of
the date first above written.



	 	 	 	 	 
	 	[NAME OF LENDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	[By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:]3	 	 
	 





 




			
	3	 	If a second signature is required.




K-3









 










EXHIBIT L




FORM OF OPEN MARKET REPURCHASE NOTICE




Date:                           , 20        





	 	 	To: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent




Ladies and Gentlemen:




     This Open Market Repurchase Notice is delivered to you pursuant to Section 2.05(c)(v) of that
certain Credit Agreement, dated as of December [ ], 2009 (as amended, restated, amended and
restated, extended, supplemented or otherwise modified from time to time, the “Agreement”,
the terms defined therein being used herein as therein defined), among Targa Resources, Inc., a
Delaware corporation (“Borrower”), the lenders from time to time party thereto (each a
“Lender” and collectively, the “Lenders”), Deutsche Bank Trust Company Americas, as
administrative agent and collateral agent (in such capacity, the “Administrative Agent”)
and the other agents, bookrunners and arrangers party thereto.



     Borrower hereby irrevocably notifies you that, pursuant to Section 2.05(c)(v) of the
Agreement, Borrower will make an Open Market Repurchase to each Lender with Qualifying Loans, which
shall be made:




	 	1.	 	on or before [                          , 20                    ]1, as determined pursuant to Section
2.05(c)(ii) of the Agreement,
	 
	 	2.	 	in the aggregate principal amount of
$                                                                                 of
 Term Loans, and
	 
	 	3.	 	at a percentage discount to the par value of the principal amount of the Term
Loans equal to [_______]% of par value (the “Applicable Discount”), and
	 
	 	4.	 	[with cash][subject to Section 2.05(c)(ii) of the Agreement, in exchange for
MLP Units][subject to Section 2.05(c)(ii) of the Agreement, in part with cash and in
part in exchange for MLP Units].2







 




			
	1	 	Insert date (a Business Day) that is no
earlier than three Business Days after date of this Open Market Repurchase
Notice and no later than four Business Days after the Acceptance Date (or such
later date as the Administrative Agent shall reasonably agree, given the time
required to calculate the Applicable Discount and determine the amount and
holders of Qualifying Loans).
	 
	2	 	Choose form of consideration specified
pursuant to the OMR Notice.




 









 










     The Borrower expressly agrees that this Open Market Repurchase Notice is irrevocable and
is subject to the provisions of Section 2.05(c) of the Agreement.



     Borrower hereby represents and warrants to the Administrative Agent and the Lenders as
follows:




	 	1.	 	No Default or Event of Default has occurred and is continuing or would result
from the Open Market Repurchase (after giving effect to any related waivers or
amendments obtained in connection with such Open Market Repurchase).
	 
	 	2.	 	Each of the conditions to the Open Market Repurchase contained in Section
2.05(c) of the Agreement has been satisfied.





     Borrower agrees that if prior to the date of the Open Market Repurchase, the representations
or warranties made in the preceding paragraph by it will not be true and correct as of the date of
the Open Market Repurchase as if then made, it will promptly notify the Administrative Agent in
writing of such fact, who will promptly notify each participating Lender. After such notification,
any participating Lender may revoke its Lender Participation Notice within two Business Days of
receiving such notification or such earlier date on which the Open Market Purchase is to be made,
as set forth herein.



     Pursuant to Section 2.05(c)(v) of the Agreement, upon receipt of this Open Market Repurchase
Notice, Administrative Agent is required to promptly notify each of the Term Lenders of this Open
Market Repurchase Notice.



-2-









 




     IN WITNESS WHEREOF, the undersigned has executed this Open Market Repurchase Notice as of the
date first above written.



	 	 	 	 	 
	 	TARGA RESOURCES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




-3-











 






Exhibit M









	 	 	 	 	 

	Telephone:
	 	601 Lexington Avenue
	 	Facsimile:
	(212) 446-4800
	 	New York, New York 10022-4611
	 	(212) 446-4900
	 
	 	www.kirkland.com	 	 






January 5, 2010




Deutsche Bank Trust Company Americas,

as Administrative Agent and a Lender,

60 Wall Street

New York, NY 10005




Lenders party to the Credit Agreement

(as defined below)



Ladies and Gentlemen:




     We are issuing this opinion letter in our capacity as special legal counsel to Targa
Resources, Inc., a Delaware corporation (the “Borrower”), in response to the requirement in
Section 4.01(a)(vii) of the Credit Agreement, dated as of even date herewith (the
“Credit Agreement”), by and among the Borrower, the entities listed on Exhibit A
hereto (the “Guarantors”), the financial institutions party thereto from time to time (the
“Lenders”) and Deutsche Bank Trust Company Americas, as administrative agent and collateral
agent (the “Agent”) for all Lenders. The Borrower and its Guarantors shall be collectively
referred to herein as the “Loan Parties”. The Agent and the Lenders are sometimes called
“you”. Capitalized terms used and not otherwise defined herein have the meaning ascribed
to such terms in the Credit Agreement.



     We have reviewed executed counterparts of the Credit Agreement and each of the other documents
and instruments identified on the Schedule of Other Operative Documents attached hereto
(the “Other Operative Documents”), each in the form executed and delivered on this date.
For purposes hereof, the Credit Agreement and the Other Operative Documents, each in the form
reviewed by us for purposes of this opinion letter, are collectively referred to herein as the
“Operative Documents”. We have also reviewed Form UCC-1 Financing Statements (each a
“Financing Statement”) delivered as of this date naming the respective Loan Party, as
debtor, respectively, and the Agent, as secured party, to be filed with the Secretary of State of
the State


Chicago       Hong Kong       London       Los Angeles       Munich       Palo Alto       San Francisco       Shanghai       Washington, D.C.




 









 





January 5, 2010

Page 2



of Delaware (“DE Filing Office”) which are attached on Schedule E. References in this
opinion letter to a particular state’s UCC means the Uniform Commercial Code as in effect on the
date hereof in such state (e.g. the “New York UCC” refers to the Uniform Commercial Code as in
effect on the date hereof in the State of New York).




     Subject to the assumptions, qualifications, exclusions and other limitations which are
identified in this letter and in the schedules attached to this letter, we advise you, and with
respect to each legal issue addressed in this letter, it is our opinion, that:




	1.	 	Each Loan Party is a corporation, limited liability company or limited partnership, as
applicable, existing under the Delaware General Corporation Law as in effect on the date
hereof (the “DGCL”), the Delaware Limited Liability Company Act as in effect on the
date hereof (the “DLLCA”) or the Delaware Revised Uniform Limited Partnership Act as
in effect on the date hereof (the “DRULPA”), as applicable.
	 
	2.	 	Each Loan Party has corporate power, limited liability company power or limited partnership
power, as applicable, to execute and deliver the Operative Documents executed and delivered on
the date hereof to which it is a party, to perform its obligations under each of the Operative
Documents to which it is a party and to deliver the Financing Statements on which it is named
the debtor.
	 
	3.	 	The general partner, board of managers, sole member, manager or board of directors, as
applicable, of each Loan Party has adopted by requisite vote the resolutions necessary to
authorize such Loan Party’s execution and delivery of the Operative Documents executed and
delivered on the date hereof to which it is a party, the performance of its obligations under
each of the Operative Documents to which it is a party and the delivery of the Financing
Statements on which it is named the debtor. No approval or other authorization by any of such
Loan Party’s respective equityholders, as applicable, is required to authorize such Loan
Party’s execution and delivery of the Operative Documents executed and delivered on the date
hereof except for such approvals or other authorizations as have been obtained or made prior
to the date hereof.
	 
	4.	 	Each Loan Party has duly executed and delivered the Operative Documents executed and
delivered on the date hereof to which it is a party and delivered the Financing Statements on
which it is named as debtor.
	 
	5.	 	Each of the Operative Documents executed by any Loan Party on the date hereof is a valid and
binding obligation of such Loan Party that is a party thereto and is enforceable against such
Loan Party in accordance with its terms.
	 
	6.	 	Assuming application of the proceeds of the Borrowings as contemplated by the Credit
Agreement and that none of such proceeds will be used for the purpose of purchasing or
carrying “margin stock” (within the meaning of Regulations U and X of the Board of Governors
of the Federal Reserve System), the borrowings by the Borrower under the





 









 










January 5, 2010

Page 3





	 	 	Credit Agreement will not result in a violation of Regulation U or X of the Board of
Governors of the Federal Reserve System.
	 
	7.	 	No Loan Party is presently required to obtain any consent, approval, permit, authorization or
order of, or make any filings or registrations with, or give notice to, any United States
federal or State of New York court, governmental body, authority or agency in order to obtain
the right to (a) execute and deliver the Operative Documents executed and delivered on the
date hereof to which it is a party and (b) perform its obligations under the Operative
Documents to which it is a party, except for: (i) such consents, authorizations, approvals,
permits, orders, registrations, or filings as have been obtained or made prior to the date
hereof, (ii) filings necessary to perfect liens and security interests granted under the
Operative Documents and to release liens existing prior to the date hereof, (iii) actions or
filings required in connection with ordinary course conduct of its business and ownership or
operation of its assets, (iv) actions and filings required under any of the laws, regulations
or governmental requirements set forth on Schedule C hereto (as to which we express no
opinion), or (v) consents, approvals, authorizations, orders, actions or filings that may be
required by any banking, insurance or other regulatory statute to which you may be subject (as
to which we express no opinion).
	 
	8.	 	(a) The execution and delivery by each Loan Party of the Operative Documents executed and
delivered on the date hereof to which it is a party and the performance by such Loan Party of
its obligations under the Operative Documents on or before the date hereof to which it is a
party will not violate any existing provisions of such Loan Party’s Organization Documents, as
applicable.
	 
		 	(b) The execution and delivery by each Loan Party of the Operative Documents executed and
delivered on the date hereof to which it is a party, and the performance by each Loan Party
of its obligations under the Operative Documents to which it is a party, will not constitute
a violation by such Loan Party of any applicable provision of existing United States or
State of New York statutory law or governmental regulation or the DGCL, the DLLCA or the
DRULPA, as applicable to such Loan Party, covered by this letter.
	 
	9.	 	Assuming (in addition to all other assumptions upon which this letter is based) that the
Agent has taken possession of and is retaining in the State of New York the certificates
representing the securities (as defined in Section 8-103 of the New York UCC) (but in the case
of limited liability company interests and limited partnership interests, only to the extent
they constitute “securities” under the New York UCC and each other applicable Uniform
Commercial Code, as to which we express no opinion), excluding any securities issued by any
entity not organized and existing under the laws of the United States of America or one of the
fifty states or the District Columbia of the United States of America, that are certificated
and pledged by the Loan Parties pursuant to the Security Agreement, as identified on the
Schedule of Pledged Stock attached hereto as Schedule F (the “Pledged Stock”),
duly endorsed to the Agent or in blank, (i) the security interest in favor of the Agent in
such Pledged Stock represented by such certificates or instruments





 









 










January 5, 2010

Page 4





	 	 	(as applicable) and granted under the Security Agreement in favor of the Agent for the
benefit of the Lenders is perfected under the New York UCC and (ii) the Agent, for the
benefit of the Lenders, has “control” (within the meaning of Section 8-106 of the New York
UCC) of such Pledged Stock. Assuming further (in addition to all other assumptions upon
which this letter is based) that the Agent has taken possession of such Pledged Stock and
such accompanying endorsements without notice (actual or constructive), at or prior to the
time of delivery of such Pledged Stock and endorsements to the Agent, of any adverse claim
within the meaning of Section 8-102(a)(1) of the New York UCC, the Agent has acquired its
security interest in such Pledged Stock free of any such adverse claims, and the Agent will
be a “protected purchaser” (within the meaning of Section 8-303(a) of the New York UCC) of
such security interest in the Pledged Stock. Such security interest in the Pledged Stock
will continue to remain a perfected security interest as long as such certificates and
instruments remain in the continuous and exclusive possession of the Agent in the State of
New York.
	 
	10.	 	With respect to each of the Loan Parties which is a “Grantor” under the Security
Agreement, the Security Agreement creates a valid security interest in favor of the Agent, for
the benefit of the Lenders, in such Loan Party’s collateral therein respectively described
with respect to which such Loan Party has rights or has the power to transfer rights (the
“Collateral”) and which constitutes property in which a security interest can be
granted under Article 9 of the New York UCC. Such Collateral is referred to herein as the
“Code Collateral”.
	 
	11.	 	(a) Under the New York UCC, the perfection of the Agent’s security interests in the Code
Collateral (i) will, as a general matter and except as otherwise provided in Sections 9-301
through 9-307 of the New York UCC, be governed by the local law of the jurisdiction in which
the applicable grantor is located (which in the case of (A) a registered organization (as
defined in the New York UCC) such as a corporation or a limited liability company that is
organized or formed under the laws of a State (as defined in the New York UCC) is the State
under whose laws such registered organization is organized or formed, (B) an organization that
is not a registered organization, at its chief executive office or (C) an organization whose
chief executive office is located in a jurisdiction whose law does not generally require
information concerning the existence of a nonpossessory security interest to be made generally
available in a filing, recording, or registration system, the District of Columbia), (ii)
will, in the case of a possessory security interest, generally be governed by the local law of
the jurisdiction in which the collateral is located, (iii) which constitutes certificated
securities will be governed by the local law of the jurisdiction in which the security
certificates are located (other than perfection by filing, which is governed by the local law
of the jurisdiction in which the applicable grantor is located) as specified in Section
9-305(a)(1) of the New York UCC, (iv) which constitutes uncertificated securities will be
governed by the local law of the issuer’s jurisdiction as specified in Section 8-110(d) of the
New York UCC pursuant to Section 9-305(a)(2) of the New York UCC (other than perfection by
filing, which is governed by the local law of the jurisdiction in which the applicable grantor
is located),




 









 











January 5, 2010

Page 5





	 	 	(v) which constitutes a security entitlement or a securities account will be governed by the
local law of the securities intermediary’s jurisdiction as specified in Section 8-110(e) of
the New York UCC pursuant to Section 9-305(a)(3) of the New York UCC (other than perfection
by filing, which is governed by the local law of the jurisdiction in which the applicable
grantor is located), (vi) which constitutes goods covered by a certificate of title will be
governed by the local law of the jurisdiction under whose certificate of title the goods are
covered as specified in Section 9-303 of the New York UCC, (vii) which constitutes deposit
accounts will be governed by the local law of the depositary bank’s jurisdiction as
specified in Section 9-304 of the New York UCC, (viii) which constitutes letter-of-credit
rights will generally be governed by the local law of the issuer’s or nominated person’s
jurisdiction as specified in Section 9-306 of the New York UCC, and (ix) which constitutes
other categories will be governed by the laws of the jurisdiction or jurisdictions specified
in Sections 9-301 through 9-307 of the New York UCC.
	 
	 	 	(b) Under the principles described in the preceding subparagraph (a)(i) of this paragraph 11
and, with respect to perfection by filing, in the preceding subparagraphs (a)(iii), (a)(iv)
and (a)(v) of this paragraph 11, the perfection of the Agent’s security interests in certain
of the Code Collateral (the “Filing Code Collateral”) is governed by the laws of the
State of Delaware. When the Financing Statements naming each Loan Party, respectively, as
debtor are duly filed with the DE Filing Office, the Agent’s security interests under the
Security Agreement in the Filing Code Collateral of each such Loan Party will be perfected
to the extent both (i) such Filing Code Collateral is also described in such Financing
Statements in a manner that satisfies Section 9-504 of the Delaware UCC, and (ii) such
security interest can be perfected by the filing of Uniform Commercial Code financing
statements in such jurisdictions.






	12.	 	To our actual knowledge, no legal or governmental investigations, actions, suits or
proceedings are pending or threatened against any Loan Party which seek to restrain, enjoin or
prevent the consummation on the Closing Date of or otherwise challenge or impose any adverse
condition upon, the execution and delivery of the Operative Documents or the consummation on
the Closing Date of the transactions contemplated by the Operative Documents.
	 
	13.	 	None of the Loan Parties is an “investment company” required to register under the Investment
Company Act of 1940, as amended, and the rules and regulations promulgated thereunder
(collectively, the “Investment Company Act”).





          Each opinion in this letter is subject to the General Qualifications that are recited in
Schedule A to this letter to the extent relevant to that opinion. In preparing this
letter, we have relied without any independent verification upon the assumptions recited in
Schedule B to this letter and upon: (i) factual information contained in certificates
obtained from governmental authorities; (ii) factual information represented in the Credit
Agreement and the other Operative Documents to be true; (iii) factual information provided to us in
support certificates executed by each Loan Party; and (iv) factual information we have obtained
from such other sources as we have deemed reasonable. We have examined the originals or copies
certified to our satisfaction,






 









 








January 5, 2010

Page 6



of such other records of the Loan Parties as we deem necessary for or relevant to this letter,
certificates of public officials and other officers of the Loan Parties and we have assumed without
investigation that there has been no relevant change or development between the dates as of which
the information cited in the preceding sentence was given and the date of this letter and that the
information upon which we have relied is accurate and does not omit disclosures necessary to
prevent such information from being misleading.




          While we have not conducted any independent investigation to determine facts upon which our
opinions are based or to obtain information about which this letter advises you, we confirm that we
do not have any actual knowledge which has caused us to conclude that our reliance and assumptions
cited in the preceding paragraph are unwarranted or that any information supplied to us in
connection with the preparation of this letter is wrong. The terms “actual knowledge”,
“knowledge” or “aware” whenever used in this letter with respect to our firm means
conscious awareness at the time this letter is delivered on the date it bears by the following
Kirkland & Ellis LLP lawyers who have had significant involvement with the negotiation or
preparation of the Operative Documents executed and delivered on the date hereof (herein called our
“Designated Transaction Lawyers”): Jason Kanner and Eric Wedel.




          Except as set forth in the following sentences of this paragraph, our advice on every legal
issue addressed in this letter is based exclusively on the internal laws of the State of New York,
or the federal law of the United States which, in each case, is in our experience normally
applicable to general business organizations not engaged in regulated business activities and to
transactions of the type contemplated among the Loan Parties on the one hand, and you, on the other
hand, in the Operative Documents on the date hereof (but without our having made any special
investigation as to any other laws), except that (i) our opinions in paragraphs 1 through
4 and 8(b) are based on the DGCL, the DLLCA, or the DRULPA, as applicable to such
Loan Party; (ii) our opinions in paragraph 11(b) with respect to the laws of the States of
Delaware are based exclusively on our review of the provisions of the Uniform Commercial Code as in
effect on the date hereof in the State of Delaware as set forth in the Commerce Clearing House,
Inc. Secured Transactions Guide as supplemented through December 8, 2009 (the “Guide”)
(without regard to judicial interpretation thereof or regulations promulgated thereunder) and on
the assumption that such statutory provisions are given the same interpretation and application in
such states as the corresponding provisions of the New York UCC are given in the State of New York
and (iii) we express no opinion or advice as to any law (a) to which the Loan Parties may be
subject as a result of your legal or regulatory status, your sale or transfer of any Borrowings or
other Loan Party Obligations or interests therein or your involvement in the transactions
contemplated by the Operative Documents, (b) which might be violated by misrepresentations or
omissions or fraudulent acts, or (c) identified on Schedule C to this letter. With respect
to our opinions based on the DGCL, the DLLCA or the DRULPA, as applicable, we advise you that we do
not practice law under such state and we have rendered such opinions based exclusively on our
review of the statutory provisions of such statutes as published by Aspen Law & Business, as
supplemented through December 22, 2009, without regard to any regulations promulgated thereunder or
any judicial or administrative interpretations thereof. In regard to our opinions with respect to
each Loan Party, we expressly disclaim any






 









 








January 5, 2010

Page 7



opinions regarding Delaware contract law or general Delaware law that may be incorporated by
reference into the DGCL, the DLLCA or the DRULPA or into any bylaws or limited liability company
agreement or similar governing document. For purposes of each opinion in paragraph 1, we
have relied exclusively upon certificates issued by the Secretary of State of Delaware, and such
opinions are not intended to provide any conclusion or assurance beyond that conveyed by such
certificates. We advise you that issues addressed by this letter may be governed in whole or in
part by other laws, but we express no opinion as to whether any relevant difference exists between
the laws upon which our opinions are based and any other laws which may actually govern. Our
opinions are subject to all qualifications in Schedule A and do not cover or otherwise
address any law or legal issue which is identified in Schedule C to this letter or any
provision in the Credit Agreement or any of the other Operative Documents of any type identified in
Schedule D to this letter. Provisions in the Operative Documents which are not excluded by
Schedule D to this letter or any other part of this letter or its attachments are called
the “Relevant Agreement Terms”.




          Our advice on each legal issue addressed in this letter represents our opinion as to how that
issue would be resolved were it to be considered by the highest court of the jurisdiction upon
whose law our opinion on that issue is based. The manner in which any particular issue would be
treated in any actual court case would depend in part on facts and circumstances particular to the
case, and this letter is not intended to guarantee the outcome of any legal dispute which may arise
in the future. It is possible that some Relevant Agreement Terms may not prove enforceable for
reasons other than those cited in this letter should an actual enforcement action be brought, but
(subject to all the exceptions, qualifications, exclusions and other limitations contained in this
letter) such unenforceability would not in our opinion prevent you from realizing the principal
benefits purported to be provided by the Relevant Agreement Terms.




          This letter speaks as of the time of its delivery on the date it bears. We do not assume any
obligation to provide you with any subsequent opinion or advice by reason of any fact about which
our Designated Transaction Lawyers did not have actual knowledge at that time, by reason of any
change subsequent to that time in any law covered by any of our opinions, or for any other reason.
The attached schedules are an integral part of this letter, and any term defined in this letter or
any schedule has that defined meaning wherever it is used in this letter or in any schedule to this
letter.




          You may rely upon this letter only for the purpose of, or in connection with, the lending
transactions contemplated by the Operative Documents on the date hereof. Without our written
consent: (i) subject to the immediately succeeding sentence, no person other than you may rely on
this letter for any purpose; (ii) this letter may not be cited or quoted in any financial
statement, prospectus, private placement memorandum or other similar document; (iii) this letter
may not be cited or quoted in any other document or communication which might encourage reliance
upon this letter by any person or for any purpose excluded by the restrictions in this paragraph;
and (iv) copies of this letter may not be furnished to anyone for purposes of encouraging such
reliance. For the avoidance of doubt, you may disclose this letter (A) to bank examiners or other
regulatory authorities should they so request in connection with their






 









 








January 5, 2010

Page 8



examinations, (B) pursuant to orders or legal process of any court, tribunal or government
agency and (C) prospective assignees and participants, in each case, so long as they are aware that
they may not rely on this letter for any purpose. Notwithstanding the foregoing, any persons who
are or who subsequently become Lenders in accordance with the terms of the Credit Agreement may be
provided with a copy of, and rely on, this letter as of the time of its delivery on the date hereof
as if this letter were addressed to them.




Sincerely,




Kirkland & Ellis LLP




 









 





Schedule A

General Qualifications




          All of our opinions (“our opinions”) in the letter to which this Schedule is attached
(“our letter”) are subject to each of the qualifications set forth in this Schedule A.





	1.	 	Bankruptcy and Insolvency Exception. Each of our opinions in our letter as to the
validity, binding effect or enforceability of any Operative Document or to the availability of
injunctive relief and other equitable remedies (the “Specified Opinions”) is subject
to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other
similar laws relating to or affecting creditor’s rights. This exception includes:






	 	(a)	 	the Federal Bankruptcy Code and thus comprehends, among others, matters of
turn-over, automatic stay, avoiding powers, fraudulent transfer, preference, discharge,
conversion of a non-recourse obligation into a recourse claim, limitations on ipso
facto and anti-assignment clauses and the coverage of pre-petition security agreements
applicable to property acquired after a petition is filed;
	 
	 	(b)	 	all other Federal and state bankruptcy, insolvency, reorganization,
receivership, moratorium, arrangement and assignment for the benefit of creditors laws
that affect the rights of creditors generally or that have reference to or affect only
creditors of specific types of debtors;
	 
	 	(c)	 	state fraudulent transfer and conveyance laws; and
	 
	 	(d)	 	judicially developed doctrines in this area, such as substantive consolidation
of entities and equitable subordination.






	2.	 	Equitable Principles Limitation. Each of the Specified Opinions is subject to the
effect of general principles of equity, whether applied by a court of law or equity. This
limitation includes principles:






	 	(a)	 	governing the availability of specific performance, injunctive relief or other
equitable remedies, which generally place the award of such remedies, subject to
certain guidelines, in the discretion of the court to which application for such relief
is made;
	 
	 	(b)	 	affording equitable defenses (e.g., waiver, laches and estoppel) against a
party seeking enforcement;
	 
	 	(c)	 	requiring good faith and fair dealing in the performance and enforcement of a
contract by the party seeking its enforcement;
	 
	 	(d)	 	requiring reasonableness in the performance and enforcement of an agreement by
the party seeking enforcement of the contract;




A-1









 






	 	(e)	 	requiring consideration of the materiality of (i) a breach and (ii) the
consequences of the breach to the party seeking enforcement;
	 
	 	(f)	 	requiring consideration of the impracticability or impossibility of performance
at the time of attempted enforcement; and
	 
	 	(g)	 	affording defenses based upon the unconscionability of the enforcing party’s
conduct after the parties have entered into the contract.






	3.	 	Other Common Qualifications. Each of the Specified Opinions is subject to the effect
of rules of law that:






	 	(a)	 	limit or affect the enforcement of provisions of a contract that purport to
waive, or to require waiver of, the obligations of good faith, fair dealing, diligence
and reasonableness;
	 
	 	(b)	 	provide that forum selection clauses in contracts are not necessarily binding
on the court(s) in the forum selected;
	 
	 	(c)	 	limit the availability of a remedy under certain circumstances where another
remedy has been elected;
	 
	 	(d)	 	provide a time limitation after which a remedy may not be enforced;
	 
	 	(e)	 	limit the right of a creditor to use force or cause a breach of the peace in
enforcing rights;
	 
	 	(f)	 	relate to the sale or disposition of collateral or the requirements of a
commercially reasonable sale;
	 
	 	(g)	 	limit the enforceability of provisions releasing, exculpating or exempting a
party from, or requiring indemnification of a party for, liability for its own action
or inaction, to the extent the action or inaction involves negligence, recklessness,
willful misconduct, unlawful conduct, or violation of public policy, for strict product
liability or for liabilities arising under securities laws or for litigation against
another party determined adversely to such party;
	 
	 	(h)	 	may, where less than all of a contract may be unenforceable, limit the
enforceability of the balance of the contract to circumstances in which the
unenforceable portion is not an essential part of the agreed exchange;
	 
	 	(i)	 	govern and afford judicial discretion regarding the determination of damages
and entitlement to attorneys’ fees and other costs;
	 
	 	(j)	 	may permit a party that has materially failed to render or offer performance
required by the contract to cure that failure unless (i) permitting a cure would
unreasonably hinder the aggrieved party from making substitute arrangements for





A-2









 





	 	 	 	performance, or (ii) it was important in the circumstances to the aggrieved party
that performance occur by the date stated in the contract;
	 
	 	(k)	 	limit the enforceability of requirements in the Operative Documents that
provisions therein may only be waived or amended in writing, to the extent that an oral
agreement or an implied agreement by trade practice or course of conduct has been
created modifying any such provision;
	 
	 	(l)	 	may, in the absence of a waiver or consent by the guarantor, render guaranties
or other similar instruments or agreements unenforceable under circumstances where your
actions, failures to act or waivers, amendments or replacement of the Operative
Documents evidencing or relating to the guaranteed obligation (i) so radically change
the essential nature of the terms and conditions of the guaranteed obligations and the
related transactions that, in effect, a new relationship has arisen between you and the
Loan Parties which is substantially and materially different from that presently
contemplated by the Operative Documents or (ii) impair the guarantor’s recourse against
the primary obligor; and
	 
	 	(m)	 	we express no opinion with respect to the adequacy of the waivers set forth in
any guaranty insofar as they might not be broad enough for all situations which might
arise for which you would find a waiver desirable, and we express no opinion as to
whether such guarantee would remain enforceable if you release the primary obligor
either directly or by electing a remedy which precludes you from proceeding directly
against the primary obligor.






	4.	 	Referenced Provision Qualification. Each opinion regarding the validity, binding
effect or enforceability of a provision (the “First Provision”) in any of the
Operative Documents requiring any Loan Party to perform its obligations under, or to cause any
other person to perform its obligations under, any other provision (a “Second
Provision”) of any Operative Document or stating that any action will be taken as provided
in or in accordance with such Second Provision are subject to the same qualifications as the
corresponding opinion in this letter relating to the validity, binding effect and
enforceability of such Second Provision.
	 
	5.	 	Collateral Qualifications. The opinions and advice contained in our letter are
subject to the following qualifications and advice (terms used herein which are defined in the
New York UCC or any other applicable Uniform Commercial Code having the meanings for purposes
hereof given to them therein):






	 	(a)	 	certain rights of debtors and obligors and duties of secured parties referred
to in Sections 1-102(3) and 9-602 of the New York UCC (and the corresponding sections
of any other applicable Uniform Commercial Code) may not be waived, released, varied or
disclaimed by agreement, and our opinions regarding any such waivers, releases,
variations and disclaimers are limited accordingly;
	 
	 	(b)	 	our opinions regarding the creation and perfection of security interests are
subject to the effect of (i) the limitations on the existence and perfection of
security




A-3









 






	 	 	 	interests in proceeds resulting from the operation of Section 9-315 of any
applicable Uniform Commercial Code; (ii) the limitations in favor of buyers,
licensees and lessees imposed by Sections 9-320, 9-321 and 9-323 of any applicable
Uniform Commercial Code; (iii) the limitations with respect to documents,
instruments and securities imposed by Sections 9-331 and 8-303 of any applicable
Uniform Commercial Code; (iv) other rights of persons in possession of money,
instruments and proceeds constituting certificated or uncertificated securities; and
(v) section 547 of the Bankruptcy Code with respect to preferential transfers and
section 552 of the Bankruptcy Code with respect to any Collateral acquired by any of
the Loan Parties subsequent to the commencement of a case against or by any of the
Loan Parties under the Bankruptcy Code;
	 
	 	(c)	 	Article 9 of each applicable Uniform Commercial Code requires the filing of
continuation statements within specified periods in order to maintain the effectiveness
of the filings referred to in our letter;
	 
	 	(d)	 	additional filings may be necessary if any Loan Party changes its name,
identity or corporate structure or location (as defined in any applicable Uniform
Commercial Code);
	 
	 	(e)	 	your security interest in certain of the Collateral may not be perfected by the
filing of financing statements under the Uniform Commercial Code;
	 
	 	(f)	 	we express no opinion regarding the perfection of any lien or security interest
in any property (whether real, personal or mixed, and whether such perfection be
accomplished or purport to be accomplished by filing, by possession, by control or
otherwise) except as specifically set forth in our letter, or regarding the continued
perfection of any possessory security interest in any Collateral (or other security
interest the perfection of which depends upon the location of such Collateral) upon or
following the removal of such Collateral to another jurisdiction; we express no opinion
regarding the perfection of any security interest in deposit accounts, money or
letter-of-credit rights or regarding the perfection of any possessory security interest
in Collateral in possession of a person other than the secured party; we express no
opinion with respect to the perfection by filing of any security interests and with
respect to Collateral as to which the filing of a Financing Statement has not been
authorized by the debtor either in an authenticated record pursuant to Section 9-509(a)
or pursuant to Section 9-509(b) or (c) of any applicable Uniform Commercial Code; and
we express no opinion regarding the priority of any lien or security interest;
	 
	 	(g)	 	the assignment of or creation of a security interest in any contract, lease,
license, permit or other general intangible or account, chattel paper or promissory
note may require the approval of the issuer thereof or the other parties thereto,
except to the extent that restrictions on the creation, attachment, perfection or
enforcement of a security interest therein are unenforceable under Sections 9-406 and
9-408 of the applicable Uniform Commercial Code;




A-4









 






	 	(h)	 	we express no opinion with respect to any self-help remedies to the extent they
vary from those available under the New York UCC or with respect to any remedies
otherwise inconsistent with the New York UCC (to the extent that the New York UCC is
applicable thereto) or other applicable law (including, without limitation, any other
applicable Uniform Commercial Code);
	 
	 	(i)	 	a substantial body of case law treats guarantors as “debtors” under the New
York UCC, thereby according guarantors rights and remedies of debtors established by
the New York UCC;
	 
	 	(j)	 	we express no opinion with respect to (1) the creation, perfection or
enforceability of agricultural liens or (2) the creation, perfection or enforceability
of security interests in: property in which it is illegal or violative of governmental
rules or regulations to grant a security interest (such as, for example, governmental
permits and licenses); except as otherwise provided in Sections 9-406 and 9-408 of the
applicable Uniform Commercial Code (i) general intangibles which terminate or become
terminable if a security interest is granted therein and (ii) property subject to
negative pledge clauses of which you have knowledge; vehicles, ships, vessels, barges,
boats, railroad cars, locomotives or other rolling stock, aircraft, aircraft engines,
propellers and related parts, and other property for which a state or federal statute
or treaty (including without limitation any applicable Uniform Commercial Code)
provides for registration or certification of title or specifies a place of filing
different from that specified in Section 9-501 of any applicable Uniform Commercial
Code; cash which is not in your possession, commercial tort claims; crops, farm
products, equipment used in farming operations and accounts or general intangibles
arising from or relating to the sale of farm products by a farmer; timber to be cut;
fixtures; “as-extracted collateral” (including without limitation oil, gas or other
minerals and accounts arising out of the sale at the wellhead or minehead of oil, gas
or other minerals); consumer goods; accounts, chattel paper, documents, instruments or
general intangibles with respect to which the account debtor or obligor is, or which is
in the possession of, the United States of America, any state, county, city,
municipality or other governmental body, or any department, agency or instrumentality
thereof; goods for which a negotiable document of title has been issued; and,
copyrights, patents and trademarks, other intellectual property rights, service marks,
know-how, processes, trade secrets, undocumented computer software, unrecorded and
unwritten data and information, and rights and licenses thereunder;
	 
	 	(k)	 	we note that the remedies under the Security Agreement to sell or offer for
sale the Collateral (as defined in the Security Agreement) consisting of securities are
subject to compliance with applicable state and federal securities law;
	 
	 	(l)	 	we express no opinion with respect to the enforceability of any security
interest in any accounts, chattel paper, documents, instruments or general intangibles
with respect to which the account debtor or obligor is the United States of America,
any state, county, city, municipality or other governmental body, or any department,
agency or instrumentality thereof;




A-5









 






	 	(m)	 	we express no opinion with respect to the enforceability of any provision of
any Operative Document which purports to authorize you to purchase at a private sale
Collateral which is not subject to widely distributed standard price quotations or sold
on a recognized market;
	 
	 	(n)	 	we express no opinion regarding the Borrower’s rights in or title to or power
to transfer any of rights in or title to its properties, including without limitation,
any of the Collateral;
	 
	 	(o)	 	we express no opinion regarding the characterization of a transaction as one
involving the creation of a lien on real property, the characterization of a contract
as one in a form sufficient to create a lien or a security interest in real property,
the creation, perfection, priority or enforcement of a lien on real property, or
matters involving ownership or title to any real property;
	 
	 	(p)	 	we note that the perfection of any security interest may be terminated as to
Collateral otherwise disposed of by any Loan Party if such disposition is authorized in
the Operative Documents or otherwise by the Agent or the requisite Lenders;
	 
	 	(q)	 	we express no opinion regarding the enforceability of any pre-default waiver of
notification of disposition of Collateral, mandatory disposition of Collateral or
redemption rights;
	 
	 	(r)	 	we express no opinion regarding the enforceability of any provisions asserting
that Collateral is owned by or is property of a secured party prior to such secured
party’s foreclosure of such Collateral in accordance with the applicable Uniform
Commercial Code or, in the case of cash Collateral, the application of such cash
Collateral in payment of the secured obligations;
	 
	 	(s)	 	we note that our opinions as to the validity, binding effect and enforceability
of any Operative Document do not constitute opinions as to the creation, existence or
perfection, effect of perfection or priority of any lien or security interest purported
to be granted thereunder; opinions as to the creation, perfection, effect of perfection
or priority of any lien or security interest are given, only to the extent set forth in
paragraphs 9, 10 and 11;
	 
	 	(t)	 	we express no opinion with respect to the enforceability of any provision of
any Operative Document which purports to authorize you to file financing statements
under circumstances not authorized under the applicable Uniform Commercial Code;
	 
	 	(u)	 	as to the shares of stock or other equity interests issued by any issuer
thereof which is organized under the laws of any jurisdiction other than the United
States of America or a State thereof, we note that the creation and perfection of
security interests therein may require actions in addition to those referenced in
paragraphs 9, 10 and 11, and we express no opinion regarding such actions or the effect
that the failure to take any such actions may have on the creation and perfection of
any




A-6









 






	 	 	 	security interests therein created and perfected or purported to be created and
perfected under the Security Agreement and any applicable Uniform Commercial Code;
and
	 
	 	(v)	 	we express no opinion regarding the creation, attachment, perfection, effect of
perfection or enforceability of any security interest created in Collateral described
in the Security Agreement as “any property or assets whatsoever”, “all other tangible
and intangible personal property”, “all other personal property of such Pledgor,
whether tangible or intangible”, “all assets”, “all personal property” or words of
similar import.






	6.	 	Lender’s Regulatory Qualifications. We express no opinion with respect to, and all
our opinions are subject to, the effect of the compliance or noncompliance of you with any
state or federal laws or regulations applicable to you because of your legal or regulatory
status or the nature of your business or requiring you to qualify to conduct business in any
jurisdiction.
	 
	7.	 	Usury Qualification. We express no opinion with regard to usury or other laws
limiting or regulating the maximum amount of interest that may be charged, collected, received
or contracted for other than the internal laws of the State of New York, and, without limiting
the foregoing, we expressly disclaim any opinion as to the usury or other such laws of any
other jurisdiction (including laws of other states made applicable through principles of
federal preemption or otherwise) which may be applicable to the transactions contemplated by
the Operative Documents.






A-7











 





Schedule B

Assumptions




               For purposes of our letter, we have relied, without investigation, upon each of the following
assumptions:




	1.	 	You are existing and in good standing in your jurisdiction of organization.






	2.	 	You have the corporate power or, if you are not a corporation, other requisite power
(including, without limitation, under the laws of your jurisdiction of organization) to
execute, deliver and to perform your obligations under each of the Operative Documents to
which you are a party, and each of the Operative Documents to which you are a party has been
duly authorized by all necessary action on your part and, to the extent you are a party, has
been duly executed and duly delivered by you.






	3.	 	The Operative Documents to which you are a party constitute valid and binding obligations of
yours and are enforceable against you in accordance with their terms (subject to
qualifications, exclusions and other limitations similar to those applicable to this letter).






	4.	 	You have satisfied those legal requirements that are applicable to you to the extent
necessary to make the Operative Documents enforceable against you.






	5.	 	You have complied with all legal requirements pertaining to your status as such status
relates to your rights to enforce the Operative Documents against the Loan Parties.






	6.	 	Each document submitted to us for review is accurate and complete, each such document that is
an original is authentic, each such document that is a copy conforms to an authentic original,
and all signatures on each such document are genuine.






	7.	 	There has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue
influence.






	8.	 	The conduct of the parties to the Operative Documents has complied with any requirement of
good faith, fair dealing and conscionability.






	9.	 	You have acted in good faith and without notice of any defense against the enforcement of any
rights created by, or adverse claim to any property or security interest transferred or
created as part of, the transactions effected under the Operative Documents (herein called the
“Transactions”).






	10.	 	There are no agreements or understandings among the parties, written or oral (other than the
Operative Documents), and we have no actual knowledge of such agreements or understandings,
and there is no usage of trade or course of prior dealing among the parties that would, in
either case, define, supplement or qualify the terms of the Credit Agreement or any of the
other Operative Documents.




B-1









 












	11.	 	The constitutionality or validity of a relevant statute, rule, regulation or agency action is
not in issue.






	12.	 	All parties to the Operative Documents will act in accordance with, and will refrain from
taking any action that is forbidden by, the terms and conditions of the Operative Documents.






	13.	 	All agreements other than the Operative Documents (if any) with respect to which we have
provided an opinion or advice in our letter or reviewed in connection with our letter would be
enforced as written.






	14.	 	No Loan Party will in the future take any discretionary action (including a decision not to
act) permitted under the Operative Documents that would result in a violation of law or
constitute a breach or default under any other agreements or court orders to which such Loan
Party may be subject.






	15.	 	Each natural person who is executing any Operative Document on behalf of any Loan Party has
sufficient legal capacity to enter into such Operative Document, and we have no actual
knowledge of any such incapacity.






	16.	 	Each certificate obtained from a governmental authority relied on by us is accurate, complete
and authentic and all relevant official public records to which each such certificate relates
are accurate and complete.






	17.	 	No Lender is subject to Regulation T of the Board of Governors of the Federal Reserve System;
and no proceeds of the Borrowings will be used for any purpose which would violate or be
inconsistent with the Credit Agreement.






	18.	 	Each Loan Party will in the future obtain all permits and governmental approvals required,
and will in the future take all actions required, relevant to the consummation of the
Transactions or performance of the Operative Documents.






	19.	 	Any information required to be disclosed to the Loan Parties or their governing bodies in
connection with any matter relevant to any legal issue covered by our opinions has been fully
and fairly disclosed to such Persons and no such disclosure contains any relevant error or
omission.






	20.	 	Each person who had taken any action relevant to any of our opinions in the capacity of
director, management committee member, managing member or officer was duly elected to that
director, management committee member, managing member or officer position and held that
position when such action was taken.






	21.	 	Each of the Loan Parties’ Organization Documents, all amendments to those Organization
Documents, and all resolutions adopted under such Organization Documents, have been adopted in
accordance with all applicable legal requirements.






	22.	 	Collateral Assumptions. The opinions and advice contained in our letter are subject
to the following assumptions:




B-2









 












	 	(a)	 	Each of the Loan Parties which grants or purports to grant any lien or security
interest in any property or Collateral (i) has the requisite title and rights to any
property involved in the Transactions including without limiting the generality of the
foregoing, each item of Collateral existing on the date hereof and (ii) will have the
requisite title and rights to each item of Collateral arising after the date hereof.
	 
	 	(b)	 	Value (as defined in Section 1-201(44) of the New York UCC) has been given by
the Lenders to the Loan Parties for the security interests and other rights in and
assignments of Collateral described in or contemplated by the Security Agreement.
	 
	 	(c)	 	The descriptions of Collateral in the Operative Documents and the Financing
Statements reasonably describe the property intended to be described as Collateral
(this assumption being limited to the factual accuracy of such descriptions).
	 
	 	(d)	 	The representations made by each Loan Party in the Operative Documents to which
it is a party with respect to its chief executive office are true and correct.
	 
	 	(e)	 	The information regarding the secured party listed on the Financing Statements
is accurate and complete in all respects.





B-3









 





Schedule C

Excluded Law and Legal Issues




               None of the opinions or advice contained in this letter covers or otherwise addresses any of
the following laws, regulations or other governmental requirements or legal issues:




	1.	 	Other than for the limited opinion with respect to the Investment Company Act given in
paragraph 13 and for the limited opinion with respect to Regulations U or X of the
Board of Governors of the Federal Reserve System given in paragraph 6, federal
securities laws and regulations (including all other laws and regulations administered by the
United States Securities and Exchange Commission), state “blue sky” laws and regulations, and
laws and regulations relating to commodity (and other) futures and indices and other similar
instruments;






	2.	 	except as specifically set forth in opinion paragraph 6, Federal Reserve Board margin
regulations;






	3.	 	pension and employee benefit laws and regulations (e.g., ERISA);






	4.	 	federal and state antitrust and unfair competition laws and regulations;






	5.	 	compliance with fiduciary duty requirements;






	6.	 	fraudulent transfer and fraudulent conveyance laws;






	7.	 	the statutes and ordinances, the administrative decisions and the rules and regulations of
counties, towns, municipalities and special political subdivisions and judicial decisions to
the extent that they deal with any of the foregoing;






	8.	 	federal patent, trademark and copyright, state trademark, and other federal and state
intellectual property laws and regulations;






	9.	 	federal and state environmental, tax, land use and subdivision, racketeering (e.g., RICO),
health and safety (e.g., OSHA) and labor laws and regulations;






	10.	 	federal and state laws, regulations and policies concerning (i) national and local emergency,
(ii) possible judicial deference to acts of sovereign states, and (iii) criminal and civil
forfeiture laws;






	11.	 	other federal and state statutes of general application to the extent they provide for
criminal prosecution (e.g., mail fraud and wire fraud statutes);






	12.	 	any laws, regulations, directives and executive orders that prohibit or limit the
enforceability of obligations based on attributes of the party seeking enforcement (e.g., the
Trading with the Enemy Act and the International Emergency Economic Powers Act);




C-1









 












	13.	 	other than as specifically set forth in opinion paragraph 11(b), federal and state
laws and regulations concerning filing and notice requirements, other than requirements
applicable to charter-related documents such as a certificate of merger;






	14.	 	the Communications Act and the rules, regulations and policies of the Federal Communications
Commission promulgated thereunder;






	15.	 	the Anti-Terrorism, Crime and Security Act of 2001 (the “Anti-Terrorism Order”), as
amended, all rules and regulations promulgated thereunder and all federal, state and local
laws, statutes, ordinances, orders, governmental rules, regulations, licensing requirements
and policies relating to the Anti-Terrorism Order (including without limitation the Executive
order of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who
Commit and Threaten to Commit or Support Terrorism) and the ownership and operation of, or
otherwise regulation of, companies which conduct, operate or otherwise pursue the business or
businesses now and in the future conducted, operated or otherwise pursued by any of the Loan
Parties including, without limitation, the importation, transportation, manufacturing,
dealing, purchase, use or storage of explosive materials;






	16.	 	the USA Patriot Act of 2001 and the rules, regulations and policies promulgated thereunder
and any foreign assets control regulations of the United States Treasury Department or any
enabling legislation or orders relating thereto; and






	17.	 	to the extent not otherwise specified in this Schedule C, applicable zoning and
building laws, ordinances, codes, rules or regulations;






	18.	 	the effect of any law, regulation or order which hereafter is enacted, promulgated or issued.





               We have not undertaken any research for purposes of determining whether any Loan Party or any
of the transactions which may occur in connection with the Credit Agreement or any of the other
Operative Documents is subject to any law or other governmental requirement other than to those
laws and requirements which in our experience would generally be recognized as applicable to
transactions of the type contemplated by the Operative Documents, and none of our opinions covers
any such law or other requirement unless (i) one of our Designated Transaction Lawyers had actual
knowledge of its applicability at the time our letter was delivered on the date it bears and (ii)
it is not excluded from coverage by other provisions in our letter or in any Schedule to our
letter.



C-2









 





Schedule D

Excluded Provisions




               None of the opinions in the letter to which this Schedule D is attached covers or otherwise
addresses any of the following types of provisions which may be contained in the Operative
Documents:




	1.	 	Indemnification for gross negligence, willful misconduct or other wrongdoing or strict
product liability for any indemnification for liabilities arising under securities laws.






	2.	 	Provisions mandating contribution towards judgments or settlements among various parties.






	3.	 	Waivers of (i) legal or equitable defenses, (ii) rights to damages, (iii) rights to counter
claim or set off, (iv) statutes of limitations, (v) rights to notice, (vi) the benefits of
statutory, regulatory, or constitutional rights, unless and to the extent the statute,
regulation, or constitution explicitly allows waiver, (vii) broadly or vaguely stated rights,
and (viii) other benefits to the extent they cannot be waived under applicable law.






	4.	 	Provisions providing for forfeitures or the recovery of amounts deemed to constitute
penalties, or for liquidated damages, acceleration of future amounts due (other than
principal) without appropriate discount to present value, late charges, prepayment charges and
interest upon interest.






	5.	 	Agreements to submit to the jurisdiction of any particular court or other governmental
authority (either as to personal jurisdiction or subject matter jurisdiction); provisions
restricting access to courts; waiver of the right to jury trial, waiver of service of process
requirements which would otherwise be applicable; and provisions otherwise purporting to
affect the jurisdiction and venue of courts.






	6.	 	Provisions appointing one party as an attorney-in-fact for an adverse party or providing that
the decision of any particular person will be conclusive or binding on others.






	7.	 	Provisions purporting to limit rights of third parties who have not consented thereto or
purporting to grant rights to third parties.






	8.	 	Provisions which purport to award attorneys’ fees solely to one party.






	9.	 	Provisions purporting to create a trust or constructive trust without compliance with
applicable trust law.






	10.	 	Provisions that provide for the appointment of a receiver.






	11.	 	Provisions or agreements regarding proxies, shareholders agreements, shareholder voting
rights, voting trusts, and the like.






	12.	 	Provisions, if any, which are contrary to the public policy of any jurisdiction covered by
our opinions.




D-1









 












	13.	 	Provisions of the Operative Documents insofar as they authorize you or your affiliates to set
off and apply deposits at any time held, and any other indebtedness at any time owing, by you
to or for the account of any Loan Party except in accordance with applicable law.






	14.	 	Choice-of-law provisions, other than the selection of New York law by New York courts under
choice of law rules in New York.






	15.	 	Time-is-of-the-essence clauses.






	16.	 	Provisions which provide a time limitation after which a remedy may not be enforced.






	17.	 	Confession of judgment clauses.






	18.	 	Provisions that attempt to change or waive rules of evidence or fix the method or quantum of
proof to be applied in litigation or similar proceedings.






	19.	 	Arbitration agreements.






	20.	 	Provisions relating to the application of insurance proceeds and condemnation awards.






	21.	 	Confidentiality agreements.






	22.	 	The enforceability of any purported obligation to reimburse an issuer of a letter of credit
to the extent inconsistent with Section 5-103(c) of the Uniform Commercial Code.






	23.	 	Provisions that provide for a power of sale.





D-2









 





Schedule E

Financing Statements





 











 





Schedule F

Pledged Stock




	 	 	 	 	 	 	 
	Pledgor	 	Issuer	 	Certificate #	 	# of Shares/Interests
	Targa Resources, Inc.

	 	Targa Resources Finance

Corporation
	 	1 
	 	1,000 shares of common stock
	Targa Resources, Inc.

	 	Targa Resources LLC
	 	No. 1
	 	100% of membership interests of the Issuer.
	Targa Resources LLC

	 	Targa Resources II LLC
	 	No. 1
	 	100% of membership interests of the Issuer.
	Targa Resources LLC

	 	Targa Resources Holdings GP LLC
	 	No. 2
	 	100% of membership interests of the Issuer.
	Targa Resources II LLC

	 	Targa Resources Holdings LP
	 	No. 3
	 	99% of the limited partner interest in the
Issuer
	Targa Resources Holdings GP LLC

	 	Targa Resources Holdings LP
	 	No. 4
	 	1% of the limited partner interest in the
Issuer
	Targa Resources Holdings LP

	 	Targa Midstream GP, LLC
	 	No. 1
	 	100% of membership interests of the Issuer.
	Targa Midstream Services 

Limited Partnership

	 	Targa LP Inc.
	 	No. 2
	 	1,000 shares of common stock
	Targa Midstream Services 

Limited Partnership

	 	Targa GP Inc.
	 	No. 2
	 	1,000 shares of common stock
	Targa GP Inc.

	 	Targa Resources Partners LP
	 	ZQ00000040
	 	5,449,338 common units
	Targa GP Inc.

	 	Targa Resources Partners LP
	 	ZQ00000043
	 	4,176,791 common units
	Targa LP Inc.

	 	Targa Resources Partners LP
	 	ZQ00000042
	 	6,078,893 common units
	Targa LP Inc.

	 	Targa Resources Partners LP
	 	ZQ00000044
	 	4,350,824 common units
	Targa Resources GP LLC

	 	Targa Resources Partners LP
	 	1 
	 	629,555 General Partner Units
	Targa Resources GP LLC

	 	Targa Resources Partners LP
	 	2 
	 	275,511 General Partner Units
	Targa Resources GP LLC

	 	Targa Resources Partners LP
	 	3 
	 	327 General Partner Units
	Targa Resources GP LLC

	 	Targa Resources Partners LP
	 	4 
	 	36,735 General Partner Units
	Targa Resources GP LLC

	 	Targa Resources Partners LP
	 	5 
	 	327 General Partner Units
	Targa Resources GP LLC

	 	Targa Resources Partners LP
	 	6 
	 	653 General Partner Units
	Targa Resources GP LLC

	 	Targa Resources Partners LP
	 	7 
	 	140,816 General Partner Units
	Targa Resources GP LLC

	 	Targa Resources Partners LP
	 	8 
	 	174,033 General Partner Units






 









 





Schedule of

Other Operative Documents





	1.	 	The Security Agreement.
	 
	2.	 	The Guaranty.
	 
	3.	 	Term Note issued to Deutsche Bank Trust Company Americas on the date hereof.
	 
	4.	 	Revolving Note issued to Bank of America, N.A. on the date hereof.
	 
	5.	 	Revolving Note issued to Deutsche Bank Trust Company Americas on the date hereof.
	 
	6.	 	Intercreditor Agreement.





 









 





Exhibit A

Guarantors




Delaware Corporations





	1.	 	Targa Resources Finance Corporation (DE C Corp)
	 
	2.	 	Targa GP Inc. (DE C Corp)
	 
	3.	 	Targa LP Inc. (DE C Corp)





Delaware Limited Liability Companies





	1.	 	Targa Resources LLC (DE LLC)
	 
	2.	 	Targa Resources Holdings GP LLC (DE LLC)
	 
	3.	 	Targa Resources II LLC (DE LLC)
	 
	4.	 	Targa Gas Marketing LLC (DE LLC)
	 
	5.	 	Targa Midstream GP LLC (DE LLC)
	 
	6.	 	Targa Capital LLC (DE LLC)
	 
	7.	 	Targa Versado GP LLC (DE LLC)
	 
	8.	 	Targa Straddle GP LLC (DE LLC)
	 
	9.	 	Targa Permian GP LLC (DE LLC)
	 
	10.	 	Targa Resources GP LLC (DE LLC)
	 
	11.	 	Targa Permian Intrastate LLC (DE LLC)





Delware Limited Partnerships





	1.	 	Targa Resources Holdings LP (DE LP)
	 
	2.	 	Targa Midstream Services Limited Partnership (DE LP)
	 
	3.	 	Targa Versado LP (DE LP)
	 
	4.	 	Targa Straddle LP (DE LP)
	 
	5.	 	Targa Permian LP (DE LP)





 









 





EXHIBIT N-1




FORM OF

NON-BANK TAX CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)




     Reference is made to the Credit Agreement dated as of January 5, 2010, among Targa Resources, Inc.,
a Delaware corporation (the “Borrower”), each lender from time to time party hereto
(collectively, the “Lenders” and individually, a “Lender”), Deutsche Bank Trust
Company Americas, as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer
and Credit Suisse AG, Cayman Islands Branch as an L/C Issuer. Capitalized terms used herein but not
otherwise defined shall have the meaning given to such term in the Credit Agreement.



     Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any
Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is
not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent
shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not
a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of
the Code, and (v) no payments in connection with any Loan Document are effectively connected with
the undersigned’s conduct of a U.S. trade or business.



     The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its
non-U.S. person status on Internal Revenue Service Form W-8BEN. By executing this certificate, the
undersigned agrees that (1) if the information provided on this certificate changes, the
undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and
promptly provide correct documentation pursuant to Section 3.01(e) of the Credit Agreement and (2)
the undersigned shall have at all times furnished the Borrower and the Administrative Agent a
properly completed and currently effective certificate in either the calendar year in which payment
is to be made by the Borrower or the Administrative Agent to the undersigned, or in either of the
two calendar years preceding such payment.



[Signature Page Follows]



N-1-1









 





	 	 	 	 	 
	 	[Lender]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	[Address] 	 	 
	 



Dated: ______________________, 20[        ]





N-1-2









 





EXHIBIT N-2




FORM OF

NON-BANK TAX CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)




     Reference is made to the Credit Agreement dated as of January 5, 2010, among Targa Resources, Inc.,
a Delaware corporation (the “Borrower”), each lender from time to time party hereto
(collectively, the “Lenders” and individually, a “Lender”), Deutsche Bank Trust
Company Americas, as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer
and Credit Suisse AG, Cayman Islands Branch as an L/C Issuer. Capitalized terms used herein but not
otherwise defined shall have the meaning given to such term in the Credit Agreement.



     Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing
such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are
the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii)
neither the undersigned nor any of its partners/members is a bank within the meaning of Section
881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of the
Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members
is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C)
of the Code, and (vi) no payments in connection with any Loan Document are effectively connected
with the undersigned’s or its partners/members’ conduct of a U.S. trade or business.



     The undersigned has furnished the Administrative Agent and the Borrower with Internal Revenue
Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN (or other appropriate
forms) from each of its partners/members claiming the portfolio interest exemption. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate
changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and
promptly provide correct documentation pursuant to Section 3.01(e) of the Credit Agreement and (2)
the undersigned shall have at all times furnished the Borrower and the Administrative Agent in
writing with a properly completed and currently effective certificate in either the calendar year
in which each payment is to be made to the undersigned, or in either of the two calendar years
preceding such payments.



[Signature Page Follows]



N-2-1









 





	 	 	 	 	 
	 	[Lender]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	[Address] 	 	 
	 



Dated: ______________________, 20[        ]





N-2-2









 





EXHIBIT N-3




FORM OF

NON-BANK TAX CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)




     Reference is made to the Credit Agreement dated as of January 5, 2010, among Targa Resources, Inc.,
a Delaware corporation (the “Borrower”), each lender from time to time party hereto
(collectively, the “Lenders” and individually, a “Lender”), Deutsche Bank Trust
Company Americas, as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer
and Credit Suisse AG, Cayman Islands Branch as an L/C Issuer. Capitalized terms used herein but not
otherwise defined shall have the meaning given to such term in the Credit Agreement.



     Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record and beneficial owner of the participation in respect of
which it is providing this certificate, (ii) it is not a bank within the meaning of Section
881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the
meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation”
related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) no payments in
connection with any Loan Document are effectively connected with the undersigned’s conduct of a
U.S. trade or business.



     The undersigned has furnished its participating Foreign Lender with a certificate of its non-U.S.
person status on Internal Revenue Service Form W-8BEN. By executing this certificate, the
undersigned agrees that (1) if the information provided on this certificate changes, the
undersigned shall promptly so inform such Foreign Lender in writing and promptly provide correct
documentation pursuant to Section 3.01(e) of the Credit Agreement and (2) the undersigned shall
have at all times furnished such Foreign Lender with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or
in either of the two calendar years preceding such payments. The undersigned agrees that this
certificate, together with the associated Internal Revenue Service Form W-8BEN, may be provided to
the Borrower and the Administrative Agent pursuant to Section 3.01(e) of the Credit Agreement.



[Signature Page Follows]



N-3-1









 





	 	 	 	 	 
	 	[Participant]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	[Address] 	 	 
	 



Dated: ______________________, 20[        ]





N-3-2









 





EXHIBIT N-4




FORM OF

NON-BANK TAX CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)




     Reference is made to the Credit Agreement dated as of January 5, 2010, among Targa Resources, Inc.,
a Delaware corporation (the “Borrower”), each lender from time to time party hereto
(collectively, the “Lenders” and individually, a “Lender”), Deutsche Bank Trust
Company Americas, as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer
and Credit Suisse AG, Cayman Islands Branch as an L/C Issuer. Capitalized terms used herein but not
otherwise defined shall have the meaning given to such term in the Credit Agreement.



     Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record owner of the participation in respect of which it is
providing this certificate, (ii) its partners/members are the sole beneficial owners of such
participation, (iii) neither the undersigned nor any of its partners/members is a bank within the
meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent
shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its
partners/members is a “controlled foreign corporation” related to the Borrower as described in
Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are
effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or
business.



     The undersigned has furnished its participating Foreign Lender with Internal Revenue Service Form
W-8IMY accompanied by an Internal Revenue Service Form W-8BEN (or other appropriate forms) from
each of its partners/members claiming the portfolio interest exemption. By executing this
certificate, the undersigned agrees that (1) if the information provided on this certificate
changes, the undersigned shall promptly so inform such Foreign Lender in writing and promptly
provide correct documentation pursuant to Section 3.01(e) of the Credit Agreement and (2) the
undersigned shall have at all times furnished such Foreign Lender with a properly completed and
currently effective certificate in either the calendar year in which each payment is to be made to
the undersigned, or in either of the two calendar years preceding such payments. The undersigned
agrees that this certificate, together with the associated Internal Revenue Service Form W-8IMY,
may be provided to the Borrower and the Administrative Agent pursuant to Section 3.01(e) of the
Credit Agreement.



[Signature Page Follows]



N-4-1









 





	 	 	 	 	 
	 	[Participant]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	[Address] 	 	 
	 



Dated: ______________________, 20[        ]





N-4-2









 





EXHIBIT O




FORM OF LETTER OF CREDIT REQUEST




Dated 26




Deutsche Bank Trust Company Americas

as Administrative Agent for the Lenders party

to the Credit Agreement referred to below

5022 Gate Parkway, Suite 200

Jacksonville, FL 32256




Attention: Maxeen Jacques




L/C Issuer: 27




Dear Ladies and Gentlemen:




          We hereby request that the L/C Issuer, in its individual capacity, issue a standby Letter of
Credit for the account of the undersigned on 28(the “Date of
Issuance”), which Letter of Credit shall be denominated in United States Dollars and shall be
in the aggregate amount of 29.




          For the purposes of this Letter of Credit Request, unless otherwise defined herein, all
capitalized terms used herein and defined in the Credit Agreement dated as of January 5, 2010 among
Targa Resources, Inc., as the Borrower, Deutsche Bank Trust Company Americas, as the





 




			
	26	 	Date of Letter of Credit Request. On or after the
Closing Date and prior to the 9th day prior to the Revolving Loan
Maturity Date.
	 
	27	 	If standby Letter of Credit is to be issued by
Deutsche Bank Trust Company Americas insert: Deutsche Bank Trust Company
Americas, Global Loan Operations, Standby L/C Unit, 60 Wall Street, New York,
New York 10005, MS: NYC60-0926, Attention: Charles P. Ferris. For standby
Letters of Credit to be issued by Credit Suisse AG insert: Credit Suisse AG,
One Madison Avenue, 2nd Floor, New York, New York 10010, Attention: Trade
Finance Services Department. For standby Letters of Credit to be issued by
another L/C Issuer insert name and address of applicable L/C Issuer.
	 
	28	 	Date of Issuance, which shall be at least three (3)
Business Days from the date hereof (or such shorter period as is reasonably
acceptable to the L/C Issuer).
	 
	29	 	Aggregate initial amount of the Letter of Credit.





 









 




Administrative
Agent and an L/C Issuer, Credit Suisse AG, Cayman Islands Branch, as an L/C Issuer, and the Lenders from time to time party thereto (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”) shall have
the respective meaning provided such terms in the Credit Agreement.




          The beneficiary of the requested Letter of Credit will be 30, and
such Letter of Credit will be in support of 31 and will have a stated
expiration date of 32.




          The Borrower hereby represents and warrants that the conditions specified in Sections 4.02(a)
and (b) of the Credit Agreement shall be satisfied on and as of the date of the issuance of the
Letter of Credit requested hereby.





	 	 	 	 	 
	 	TARGA RESOURCES, INC.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	30	 	Insert name and address of beneficiary.
	 
	31	 	Insert brief description of supportable obligations.
	 
	32	 	Insert the last date upon which drafts may be
presented which may not be later than the dates referred to in Section 2.03(a)
of the Credit Agreement.




-4-









 










EXHIBIT P




OFFICER’S CERTIFICATE



Reference is made to that certain Credit Agreement dated as of January 5, 2010, among Targa
Resources, Inc., a Delaware corporation (the “Borrower"), each lender from time to time
party thereto (collectively, the “Lenders” and individually, a “Lender”), Deutsche
Bank Trust Company Americas, as Administrative Agent, Collateral Agent, Swing Line Lender and an
L/C Issuer, and Credit Suisse AG, Cayman Islands Branch as an L/C Issuer (as amended, supplemented,
restated, increased, renewed, extended or otherwise modified from time to time, the “Credit
Agreement”). Capitalized terms used herein but not defined shall have the meanings assigned in
the Credit Agreement.





     The undersigned hereby certifies, in his capacity as an officer of the Borrower and not
individually, as of the date hereof, that:




	 	(i)	 	The undersigned is a duly appointed Responsible Officer of the Borrower; and
	 
	 	(ii)	 	No parcel on which any Material Pipeline is located (i) has a Building
located thereon that is owned, leased or otherwise held by any Loan Party or (ii) has,
to the knowledge of the Borrower, a Building located thereon that is owned, leased or
otherwise held by any other Person.





[The remainder of this page has been intentionally left blank.]



 









 





     IN WITNESS WHEREOF, the Borrower has caused this Officer’s Certificate to be executed by the
undersigned as of this date.



	 	 	 	 	 
	 	TARGA RESOURCES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Joe Bob Perkins 	 
	 	 	Title:  	President 	 
	 



Dated: ________________, 2010





 











 







SCHEDULES TO

CREDIT AGREEMENT




Dated as of January 5, 2010



Among



TARGA RESOURCES, INC.,

as the Borrower,



DEUTSCHE BANK TRUST COMPANY AMERICAS,

as the Administrative Agent,



DEUTSCHE BANK SECURITIES INC. and

CREDIT SUISSE SECURITIES (USA) LLC,

as Joint Lead Arrangers,



CREDIT SUISSE SECURITIES (USA) LLC and

CITADEL SECURITIES LLC,



as the Co-Syndication Agents,



DEUTSCHE BANK SECURITIES INC.,

CREDIT SUISSE SECURITIES (USA) LLC,

CITADEL SECURITIES LLC,

BANK OF AMERICA SECURITIES LLC, and

BARCLAYS CAPITAL PLC



as Joint Book Runners,



and



BANK OF AMERICA SECURITIES LLC, BARCLAYS CAPITAL PLC and ING CAPITAL



LLC



as the Co-Documentation Agents,



and



The Other Lenders Party Hereto



 









 





TABLE OF SCHEDULES




	 	 	 	 	 	 	 
	SCHEDULE	 	PAGE	 
	1.01A
	 	Certain Permitted Hedging Parties
	1.01B
	 	Excluded Subsidiaries
	1.01C
	 	Unrestricted Subsidiaries
	1.01D
	 	Existing Letters of Credit
	1.01E
	 	Closing Date Secured Hedge Agreement
	2.01
	 	Commitments and Pro Rata Shares
	5.12
	 	Subsidiaries; Equity Interests
	5.19
	 	Material Real Property
	7.01
	 	Existing Liens
	7.02
	 	Existing Investments
	7.03
	 	Existing Indebtedness
	7.09
	 	Affiliate Transactions
	7.10
	 	Burdensome Agreements
	10.02
	 	Administrative Agent’s Office; Certain Addresses for Notices






4









 






SCHEDULE 1.01A

Certain Permitted Hedging Parties*




Bank of America, NA




Bank of Montreal




Barclays Bank PLC




BP Corporation North America Inc.




Credit Suisse International




Deutsche Bank AG, New York Branch




HSH Nordbank Ag




J. Aron & Company




J.P. Morgan Ventures Energy Corporation




Merrill Lynch Capital Services, Inc.




Merrill Lynch Commodities, Inc.




Morgan Stanley Capital Group, Inc.




Royal Bank of Scotland




SMBC Capital Markets, Inc,




Societe Generale




Wachovia Bank, National Association




West LB AG, New York Branch






 




			
	*	 	In each case, the Hedging Party shall be the appropriate trading entity of the counterparties
specified below.




5









 










SCHEDULE l.01B

Excluded Subsidiaries




Warren Petroleum Company, LLC




6









 








SCHEDULE 1.01C

Unrestricted Subsidiaries




Floridian Natural Gas Storage Company, LLC




7









 








SCHEDULE 1.01D

Existing Letters of Credit




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Actual	 	Current
	Issuer	 	Counterparty	 	LC NUMBER	 	Expiry	 	Amount
	Credit Suisse AG

	 	DEVON ENERGY PRODUCTION
COMPANY, L.P.
	 	TS-07003258
	 	26-Feb-10
	 	$	1,605,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Credit Suisse AG

	 	SAFECO INSURANCE
	 	TS-07003273NYBR
	 	31-Oct-10
	 	$	1,988,700	 
	 
	 	 	 	 	 	 	 	 	 	 
	Credit Suisse AG

	 	TRAVELERS CASUALTY
	 	TS-07003274
	 	31-Oct-10
	 	$	2,471,150	 
	 
	 	 	 	 	 	 	 	 	 	 
	Credit Suisse AG

	 	TRAVELERS CASUALTY
	 	TS-07003292
	 	31-Oct-10
	 	$	2,086,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Credit Suisse AG

	 	NATURAL GAS PIPELINE
COMPANY OF AMERICA LLC
	 	TS-07003297
	 	17-Nov-10
	 	$	350,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Credit Suisse AG

	 	TEXAS EASTERN
TRANSMISSION LP
	 	TS-07003314
	 	1-Jun-10
	 	$	1,093,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Credit Suisse AG

	 	ASSOCIATED ELECTRIC &
GAS INSURANCE SERVICES
LIMITED
	 	TS-07003563
	 	20-May-10
	 	$	3,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Credit Suisse AG

	 	EOG RESOURCES, INC.
	 	TS-07003622
	 	29-Mar-10
	 	$	550,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Credit Suisse AG

	 	APACHE CORPORATION
	 	TS-07003675
	 	28-Feb-10
	 	$	6,415,576	 
	 
	 	 	 	 	 	 	 	 	 	 
	Credit Suisse AG

	 	EL PASO NATURAL GAS
COMPANY (and SNGC and
TGPC)
	 	TS-07003688
	 	2-Jan-11
	 	$	1,885,707	 
	 
	 	 	 	 	 	 	 	 	 	 
	Credit Suisse AG

	 	ANR PIPELINE COMPANY
	 	TS-07003900
	 	1-Mar-10
	 	$	300,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Credit Suisse AG

	 	DEVON ENERGY PRODUCTION
COMPANY, L.P.
	 	TS-07004809
	 	26-Feb-10
	 	$	2,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Credit Suisse AG

	 	NORTHERN NATURAL GAS
COMPANY
	 	TS-07004898
	 	15-Dec-10
	 	$	131,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Credit Suisse AG

	 	COLUMBIA GULF
TRANSMISSION COMPANY
	 	TS-07004965
	 	30-Jun-10
	 	$	600,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Credit Suisse AG

	 	W & T OFFSHORE INC
	 	TS-07005041
	 	4-Feb-10
	 	$	1,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Credit Suisse AG

	 	HOUSTON PIPE LINE
COMPANY LP
	 	TS-07005088
	 	15-Feb-10
	 	$	2,208,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Credit Suisse AG

	 	TRANSCONTINENTAL GAS
PIPE LINE CORPORATION
	 	TS-07005090
	 	1-Dec-10
	 	$	100,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Credit Suisse AG

	 	CHEVRON NATURAL GAS, a
div. of Chevron USA
Inc.
	 	TS-07005200
	 	6-May-10
	 	$	2,260,858	 
	 
	 	 	 	 	 	 	 	 	 	 
	Credit Suisse AG

	 	MARINER ENERGY, INC.
	 	TS-07005265
	 	4-May-10
	 	$	13,700,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Credit Suisse AG

	 	SEQUENT ENERGY
MANAGEMENT, L.P.
	 	TS-07005301
	 	11-Apr-10
	 	$	2,500,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Credit Suisse AG

	 	BG ENERGY MERCHANTS, LLC
	 	TS-07005364
	 	9-Mar-10
	 	$	1,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Credit Suisse AG

	 	ENBRIDGE MARKETING
(U.S.) LP
	 	TS-07005365
	 	9-Mar-10
	 	$	500,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Credit Suisse AG

	 	TENASKA MARKETING
VENTURES
	 	TS-07005381
	 	11-Feb-10
	 	$	1,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	$	48,744,991	 






8









 






SCHEDULE 1.01E

Closing Date Secured Hedge Agreements




     ISDA Master Agreement and Schedule to the Master Agreement, dated as of April 18, 2007, by and
between Barclays Bank PLC and Targa Resources, Inc.



     ISDA Master Agreement and Schedule to the Master Agreement, dated as of May 1, 2006, by and
between BP Corporation North America Inc. and Targa Resources, Inc.



     ISDA Master Agreement and Schedule to the Master Agreement, dated as of November 17, 2005, by
and between Credit Suisse International (as successor-in-interest to Credit Suisse First Boston
International) and Targa Resources, Inc.



     ISDA Master Agreement and Schedule to the Master Agreement, dated as of August 1, 2005, by and
between J. Aron & Company and Targa Resources, Inc.



     ISDA Master Agreement and Schedule to the Master Agreement, dated as of July 1, 2009, by and
between J.P. Morgan Ventures Energy Corporation and Targa Resources, Inc.




9











 





SCHEDULE 2.01

Commitments and Pro Rata Shares




Revolving Credit Commitments




	 	 	 	 	 
	Lender	 	Revolving Credit Commitment
	Deutsche Bank Trust Company Americas
	 	$	25,000,000	 
	Credit Suisse AG, Cayman Islands Branch
	 	$	22,500,000	 
	Bank of America, N.A.
	 	$	19,000,000	 
	ING Capital LLC
	 	$	17,500,000	 
	Barclays Bank PLC
	 	$	16,000,000	 
	Total
	 	$	100,000,000	 






Term Commitments




	 	 	 	 	 
	Lender	 	Term Commitment
	Deutsche Bank Trust Company Americas
	 	$	500,000,000	 
	Total
	 	$	500,000,000	 






10









 






SCHEDULE 5.12

Subsidiaries and Other Equity Investments




	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	 	 	 
	 	 	Formation/ Type of	 	 	 	Equity Interest
	Subsidiary	 	Entity	 	Ownership	 	Pledged
	Targa Resources LLC

	 	Del/LLC
	 	100% — Targa Resources, Inc.
	 	ü
	 
	 	 	 	 	 	 
	Targa Resources Finance 

Corporation

	 	Del/C Corp
	 	100% — Targa Resources, Inc.
	 	ü
	 
	 	 	 	 	 	 
	Floridian Natural Gas Storage 

Company, LLC

	 	Del/LLC
	 	98% of Class A Units — Targa Resources, Inc. 


30% of Class M Units — Targa Resources,
Inc.
	 	__
	 
	 	 	 	 	 	 
	Targa Resources II LLC

	 	Del/LLC
	 	100% — Targa Resources LLC
	 	ü
	 
	 	 	 	 	 	 
	Targa Resources Holdings GP LLC

	 	Del/LLC
	 	100% — Targa Resources LLC
	 	ü
	 
	 	 	 	 	 	 
	Targa Resources Holdings LP

	 	Del/LP
	 	99% — Targa Resources II LLC 


1% — Targa Resources Holdings GP LLC
	 	ü
	 
	 	 	 	 	 	 
	Targa Midstream GP LLC

	 	Del/LLC
	 	100% — Targa Resources Holdings LP
	 	ü
	 
	 	 	 	 	 	 
	Targa Midstream Services 

Limited Partnership

	 	Del/LP
	 	96.6126% — Targa Resources Holdings LP 


3.3874% — Tara Midstream GP LLC
	 	ü
	 
	 	 	 	 	 	 
	Targa Gas Marketing LLC

	 	Del/LLC
	 	100% — Targa Resources Holdings LP
	 	ü
	 
	 	 	 	 	 	 
	Targa Capital LLC

	 	Del/LLC
	 	100% — Targa Midstream Services Limited
Partnership
	 	ü
	 
	 	 	 	 	 	 
	Venice Energy Services
Company, L.L.C.

	 	Del/LLC
	 	53.8577% — Targa Capital LLC 


22.8959% — Targa Midstream Services Limited
Partnership
	 	__
	 
	 	 	 	 	 	 
	Venice Gathering System, L.L.C.

	 	Del/LLC
	 	100% — Venice Energy Services Company,
L.L.C.
	 	__
	 
	 	 	 	 	 	 
	Versado Gas Processors, L.L.C.

	 	Del/LLC
	 	63% — Targa Midstream Services Limited
Partnership
	 	__
	 
	 	 	 	 	 	 
	Warren Petroleum Company LLC

	 	Del/LLC
	 	100% — Targa Midstream Services Limited
Partnership
	 	ü
	 
	 	 	 	 	 	 
	Targa GP Inc.

	 	Del/C Corp
	 	100% — Targa Midstream Services Limited
Partnership
	 	ü
	 
	 	 	 	 	 	 
	Targa LP Inc.

	 	Del/C Corp
	 	100% — Targa Midstream Services Limited
Partnership
	 	ü
	 
	 	 	 	 	 	 
	Targa Versado GP LLC

	 	Del/LLC
	 	100% — Targa GP Inc.
	 	ü
	 
	 	 	 	 	 	 
	Targa Versado LP

	 	Del/LP
	 	50% — Targa Versado GP LLC 


50% — Targa LP Inc.
	 	ü
	 
	 	 	 	 	 	 
	Targa Straddle GP LLC

	 	Del/LLC
	 	100% — Targa GP Inc.
	 	ü






11









 






	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	 	 	 
	 	 	Formation/ Type of	 	 	 	Equity Interest
	Subsidiary	 	Entity	 	Ownership	 	Pledged
	Targa Straddle LP

	 	Del/LP
	 	50% — Targa Straddle GP LLC 


50% — Targa LP Inc.
	 	ü
	 
	 	 	 	 	 	 
	Targa Permian GP LLC

	 	Del/LLC
	 	100% — Targa GP Inc.
	 	ü
	 
	 	 	 	 	 	 
	Targa Permian LP

	 	Del/LP
	 	50% — Targa Permian GP LLC 


50% — Targa LP Inc.
	 	ü
	 
	 	 	 	 	 	 
	Targa Permian Intrastate LLC

	 	Del/LLC
	 	100% — Targa Permian LP
	 	ü
	 
	 	 	 	 	 	 
	Targa Resources GP LLC

	 	Del/LLC
	 	100% — Targa GP Inc.
	 	ü
	 
	 	 	 	 	 	 





12









 






SCHEDULE 5.19

Material Real Property




Material Fee Owned Property




	 	 	 	 	 	 	 	 	 
	Owner/Titleholder	 	 	 	 	 	County/	 	 
	Lessee	 	Facility	 	Address	 	Parish	 	State
	Targa Permian LP

	 	Sand Hills

Processing Plant
	 	5880 FM 1233

Crane, Texas

79731-6514
	 	Crane
	 	TX






Material Leases




	 	 	 	 	 	 	 	 	 
	Property Subject to	 	 	 	 	 	 	 	 
	Lease/Address	 	County	 	State	 	Lessor	 	Lessee
	Barracuda Straddle 

Plant 

5022 Gulf Beach 

Highway 

Cameron, LA 

70631

	 	Cameron
	 	LA
	 	Sandra Stream
Investment Trust,
Gray Stream
Investment Trust
and Harold Stream
Investment Trust
	 	Targa Midstream

Services Limited

Partnership
	 
	 	 	 	 	 	 	 	 
	Lowry Straddle Plant 

810 Lowry Highway 

Lake Arthur, LA 

70549-6515

	 	Cameron
	 	LA
	 	AMR Properties,
Inc., Tenneco Oil
Company and
Globe-Texas Company
(three
aforementioned
entities operating
under assumed name
of Walker Louisiana
Properties)
	 	Targa Midstream

Services Limited

Partnership
	 
	 	 	 	 	 	 	 	 
	Stingray Straddle 

Plant 

5022 Gulf Beach 

Highway 

Cameron, LA 

70631

	 	Cameron
	 	LA
	 	Margaret Fisk
Munro, William
Arthur Fisk, Barton
Alan Fisk and
Dianne Marie Fisk
Hinch
	 	Targa Midstream

Services Limited

Partnership






13









 






Material Pipelines




	 	 	 	 	 	 	 
	Grantor	 	Facility	 	County/Parish	 	State
	Targa Midstream 

Services Limited 

Partnership

	 	Pelican Pipeline
	 	Cameron and offshore
	 	LA
	 
	 	 	 	 	 	 
	 

	 	Seahawk Pipeline
	 	Cameron, Jefferson
Davis, and offshore
	 	LA
	 
	 	 	 	 	 	 
	Targa Permian LP

	 	Sand Hills Gathering

System
	 	Andrews, Crane,
Ector, Gaines,
Loving, Midland,
Pecos, Reeves,
Upton, Ward,
Winkler
	 	TX






14









 






5.19(d) — Condemnation Proceedings




None.




5.19(e) — Rights of First Refusal, Options, Etc.




None.







15









 








SCHEDULE 7.01

Existing Liens




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Amendment File
	Loan Party	 	Filing Office	 	Type of Filing	 	Lienholder	 	Collateral	 	Original File Date	 	Original File Number	 	Amendment File Date	 	Number
	Targa Resources,
Inc.

	 	Delaware SOS
	 	UCC-1
	 	Herc Exchange, LLC
	 	Specific Equipment
	 	04/27/2006
	 	 	61412543	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Targa Resources LLC

	 	Delaware SOS
	 	UCC-1
	 	GreatAmerica

Leasing Corporation
	 	Leased Equipment
	 	06/28/2006
	 	 	62224483	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Targa Resources,
Inc.

	 	Delaware SOS
	 	UCC-1
	 	Herc Exchange, LLC
	 	Specific Equipment
	 	02/01/2007
	 	 	20070421783	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Targa Resources LLC

	 	Delaware SOS
	 	UCC-1
	 	US Express Leasing,
Inc.
	 	Leased Equipment
	 	11/02/2007
	 	 	20074189204	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Targa Resources LLC

	 	Delaware SOS
	 	UCC-1
	 	US Express Leasing,
Inc.
	 	Leased Equipment
	 	11/02/2007
	 	 	20074189600	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Targa Resources LLC

	 	Delaware SOS
	 	UCC-1
	 	US Express Leasing,
Inc.
	 	Leased Equipment
	 	11/02/2007
	 	 	20074189667	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Targa Resources LLC

	 	Delaware SOS
	 	UCC-3 Amendment

Added Collateral
	 	US Express Leasing,
 Inc.
	 	Leased Equipment
	 	11/02/2007
	 	 	20074189667	 	 	11/06/2007
	 	 	20074221221	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Targa Resources LLC

	 	Delaware SOS
	 	UCC-1
	 	US Express Leasing,
Inc.
	 	Leased Equipment
	 	11/02/2007
	 	 	20074189691	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Targa Resources LLC

	 	Delaware SOS
	 	UCC-1
	 	US Express Leasing,
Inc.
	 	Leased Equipment
	 	11/09/2007
	 	 	20074288048	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Targa Resources LLC

	 	Delaware SOS
	 	UCC-3 Amendment
Amended Debtor’s
information
	 	US Express Leasing,
 Inc.
	 	Leased Equipment
	 	11/09/2007
	 	 	20074288048	 	 	11/12/2007
	 	 	20074295415	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Amendment File
	Loan Party	 	Filing Office	 	Type of Filing	 	Lienholder	 	Collateral	 	Original File Date	 	Original File Number	 	Amendment File Date	 	Number
	Targa Resources LLC

	 	Delaware SOS
	 	UCC-1
	 	US Express Leasing,
Inc.
	 	Leased Equipment
	 	01/29/2008
	 	 	20080348688	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Targa Resources LLC

	 	Delaware SOS
	 	UCC-1
	 	US Express Leasing,
Inc.
	 	Leased Equipment
	 	01/29/2008
	 	 	20080348753	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Targa Resources LLC

	 	Delaware SOS
	 	UCC-1
	 	US Express Leasing,
Inc.
	 	Leased Equipment
	 	01/29/2008
	 	 	20080348878	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Targa Resources LLC

	 	Delaware SOS
	 	UCC-1
	 	US Express Leasing,
Inc.
	 	Leased Equipment
	 	01/29/2008
	 	 	20080348894	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Targa Resources LLC

	 	Delaware SOS
	 	UCC-1
	 	US Express Leasing,
Inc.
	 	Leased Equipment
	 	01/29/2008
	 	 	20080349066	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Targa Resources LLC

	 	Delaware SOS
	 	UCC-1
	 	US Express Leasing,
Inc.
	 	Leased Equipment
	 	01/29/2008
	 	 	20080349173	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Targa Resources LLC

	 	Delaware SOS
	 	UCC-1
	 	US Express Leasing,
Inc.
	 	Leased Equipment
	 	01/29/2008
	 	 	20080350197	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Targa Resources LLC

	 	Delaware SOS
	 	UCC-1
	 	US Express Leasing,
Inc.
	 	Leased Equipment
	 	01/30/2008
	 	 	20080361541	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Targa Resources LLC

	 	Delaware SOS
	 	UCC-1
	 	US Express Leasing,
Inc.
	 	Leased Equipment
	 	01/31/2008
	 	 	20080378545	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Targa Resources LLC

	 	Delaware SOS
	 	UCC-1
	 	US Express Leasing,
Inc.
	 	Leased Equipment
	 	03/06/2008
	 	 	20080807881	 	 	 	 	 	 	 







17












 





SCHEDULE 7.02

Existing Investments





	1.	 	The Investments of the Loan Parties set forth on Schedule 5.12.
	 
	2.	 	The following Investments in Targa Resources Partners LP





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date of	 
	Unitholder	 	Issuer	 	Type of Units	 	Number of Units	 	 	Issuance	 
	Targa Resources GP LLC
	 	Targa Resources Partners LP	 	General Partner Units	 	 	629,555	 	 	 	02-14-07	 
	Targa Resources GP LLC
	 	Targa Resources Partners LP	 	General Partner Units	 	 	275,511	 	 	 	10-24-07	 
	Targa Resources GP LLC
	 	Targa Resources Partners LP	 	General Partner Units	 	 	327	 	 	 	11-20-07	 
	Targa Resources GP LLC
	 	Targa Resources Partners LP	 	General Partner Units	 	 	36,735	 	 	 	11-20-07	 
	Targa Resources GP LLC
	 	Targa Resources Partners LP	 	General Partner Units	 	 	327	 	 	 	3-25-08	 
	Targa Resources GP LLC
	 	Targa Resources Partners LP	 	General Partner Units	 	 	653	 	 	 	1-22-09	 
	Targa Resources GP LLC
	 	Targa Resources Partners LP	 	General Partner Units	 	 	140,816	 	 	 	8-12-09	 
	Targa Resources GP LLC
	 	Targa Resources Partners LP	 	General Partner Units	 	 	174,033	 	 	 	9-24-09	 
	Targa GP Inc.
	 	Targa Resources Partners LP	 	Common Units	 	 	5,449,338	 	 	 	5-19-09	 
	Targa LP Inc.
	 	Targa Resources Partners LP	 	Common Units	 	 	6,078,893	 	 	 	5-19-09	 
	Targa GP Inc.
	 	Targa Resources Partners LP	 	Common Units	 	 	4,176,791	 	 	 	9-24-09	 
	Targa LP Inc.
	 	Targa Resources Partners LP	 	Common Units	 	 	4,350,824	 	 	 	9-24-09	 






 









 







	3.	 	The Investment (or contemplated Investment) of the Borrower in Holdco Loans in an amount
on the Closing Date equal to $186,578,172.67.
	 
	4.	 	The Investment (or contemplated Investment) of Targa Capital LLC in Holdco Loans in an
amount on the Closing Date equal to $66,597,208.45.





SCHEDULE 7.03

Existing Indebtedness



None.






19









 








SCHEDULE 7.09

Transactions with Affiliates




     The contents of Item 13 ( “Certain Relationships and Related Transactions, and Director
Independence”) of the Borrower’s Annual Report on Form 10-K for the year ended December 31, 2008,
filed February 27, 2009, are incorporated by reference thereto.



     The contents of Note 17 (“-Related Party Transactions”) to Item 1 (“Financial Statements”) of
the Borrower’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, filed
November 9, 2009, are incorporated by reference thereto.



20









 





SCHEDULE 7.10

Existing Restrictions





	1.	 	The Second Amended and Restated Limited Liability Company Agreement of the Venice
Energy Services Company, L.L.C. (“Venice”) (i) restricts the ability of Venice to make
Restricted Payments and (ii) restricts the ability of Targa Capital LLC and Targa Midstream
Services Limited Partnership to pledge their equity interests in Venice.






	2.	 	The Limited Liability Company Agreement (of Versado Gas Processors, L.L.C. (“Versado”)
(i) restricts the ability of Versado to make Restricted Payments and (ii) restricts the
ability of Targa Midstream Services Limited Partnership to pledge its equity interest in
Versado.




21









 











SCHEDULE 10.02

Administrative Agent’s Office, Certain Addresses for Notices



If to any Loan Party:




Targa Resources, Inc.

1000 Louisiana, Suite 4300

Houston, TX 77002

Attn: Vice President — Finance and Treasurer

(713) 584-1000

(713) 584-1110 (Fax)



If to the Administrative Agent, Collateral Agent and Swingline Lender:




Credit Matters

Deutsche Bank Trust Company Americas 

700 Louisana Street, Suite 1500

Houston, TX 77002

Attn: David Sisler- Vice President

(832) 239-4627

(832) 239-4693 (Fax)

Email: david.sisler@db.com




Operations Matters

Deutsche Bank Trust Company Americas

5022 Gate Parkway, Suite 200

Jacksonville, FL 32256

Attn: Maxeen Jacques- Associate

(904) 527-6411

(732) 380-3355 (Fax)

Email: maxeen.jacques@db.com



If to the L/C Issuers:




Credit Suisse AG

One Madison Avenue

2nd Floor

New York, New York 10010

Attn: Trade Finance Services Department

(212) 538-1370

(212) 325-8315 (Fax)

Email: list.ib-lettersofcredit-ny@credit-suisse.com




Deutsche Bank Trust Company Americas

60 Wall Street, N.Y. 10005

Global Loan Operations





22









 








Standby L/C Unit,

Attn: Charles P. Ferris

MS: NYC60-0926

(212) 250-1214

(212) 797-0403 (Fax)

Email: charles.ferris@db.com





23