exv10w3






EXHIBIT 10.3




 





EXECUTION COPY




HOLDCO CREDIT AGREEMENT




Dated as of August 9, 2007



among



TARGA RESOURCES INVESTMENTS INC.,

as Borrower,



THE LENDERS NAMED HEREIN,



and



CREDIT SUISSE,

as Administrative Agent



 





CREDIT SUISSE SECURITIES (USA) LLC, and

DEUTSCHE BANK SECURITIES, INC.,

as Joint Lead Arrangers,



and



CREDIT SUISSE SECURITIES (USA) LLC,

DEUTSCHE BANK SECURITIES, INC.,

LEHMAN BROTHERS, INC., and

MERRILL LYNCH CAPITAL CORPORATION,



as Joint Bookrunners



and



DEUTSCHE BANK SECURITIES, INC.,

as Syndication Agent



and



LEHMAN COMMERCIAL PAPER INC. and

MERRILL LYNCH CAPITAL CORPORATION,

as Co-Documentation Agents



 





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I.

	 
	 	 	 	 
	Definitions and Accounting Terms

	 
	 	 	 	 
	SECTION 1.01 Defined Terms
	 	 	2	 
	SECTION 1.02 Other Interpretive Provisions
	 	 	40	 
	SECTION 1.03 Accounting Terms
	 	 	41	 
	SECTION 1.04 Rounding
	 	 	41	 
	SECTION 1.05 References to Agreements, Laws, Etc.
	 	 	41	 
	SECTION 1.06 Times of Day
	 	 	41	 
	SECTION 1.07 Timing of Payment or Performance
	 	 	41	 
	 
	 	 	 	 
	ARTICLE II.

	 
	 	 	 	 
	The Commitments and Credit Extensions

	 
	 	 	 	 
	SECTION 2.01 The Loans
	 	 	42	 
	SECTION 2.02 Borrowings, Conversions and Continuations of Loans
	 	 	42	 
	SECTION 2.03 Intentionally Omitted
	 	 	43	 
	SECTION 2.04 Intentionally Omitted
	 	 	43	 
	SECTION 2.05 Prepayments
	 	 	43	 
	SECTION 2.06 Termination of Commitments
	 	 	47	 
	SECTION 2.07 Repayment of Loans
	 	 	47	 
	SECTION 2.08 Interest
	 	 	47	 
	SECTION 2.09 Fees
	 	 	48	 
	SECTION 2.10 Computation of Interest and Fees
	 	 	48	 
	SECTION 2.11 Evidence of Indebtedness
	 	 	49	 
	SECTION 2.12 Payments Generally
	 	 	49	 
	SECTION 2.13 Sharing of Payments
	 	 	51	 
	 
	 	 	 	 
	ARTICLE III.

	 
	 	 	 	 
	Taxes, Increased Costs Protection and Illegality

	 
	 	 	 	 
	SECTION 3.01 Taxes
	 	 	52	 
	SECTION 3.02 Illegality
	 	 	54	 
	SECTION 3.03 Inability to Determine Rates
	 	 	54	 
	SECTION 3.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans
	 	 	55	 
	SECTION 3.05 Funding Losses
	 	 	56	 
	SECTION 3.06 Matters Applicable to All Requests for Compensation
	 	 	57	 
	SECTION 3.07 Replacement of Lenders under Certain Circumstances
	 	 	58	 






 









 






	 	 	 	 	 
	 	 	Page
	SECTION 3.08 Survival
	 	 	59	 
	 
	 	 	 	 
	ARTICLE IV.

	 
	 	 	 	 
	Conditions Precedent to Loans

	 
	 	 	 	 
	SECTION 4.01 Conditions of Loans
	 	 	59	 
	 
	 	 	 	 
	ARTICLE V.

	 
	 	 	 	 
	Representations and Warranties

	 
	 	 	 	 
	SECTION 5.01 Existence, Qualification and Power; Compliance with Laws
	 	 	60	 
	SECTION 5.02 Authorization; No Contravention
	 	 	61	 
	SECTION 5.03 Governmental Authorization; Other Consents
	 	 	61	 
	SECTION 5.04 Binding Effect
	 	 	61	 
	SECTION 5.05 Financial Statements; No Material Adverse Effect
	 	 	61	 
	SECTION 5.06 Litigation
	 	 	62	 
	SECTION 5.07 No Default
	 	 	62	 
	SECTION 5.08 Ownership of Property; Liens
	 	 	62	 
	SECTION 5.09 Environmental Matters
	 	 	62	 
	SECTION 5.10 Taxes
	 	 	63	 
	SECTION 5.11 ERISA Compliance
	 	 	63	 
	SECTION 5.12 Subsidiaries; Equity Interests
	 	 	63	 
	SECTION 5.13 Margin Regulations; Investment Company Act
	 	 	64	 
	SECTION 5.14 Disclosure
	 	 	64	 
	SECTION 5.15 Intellectual Property; Licenses, Etc.
	 	 	64	 
	SECTION 5.16 Solvency
	 	 	64	 
	SECTION 5.17 Labor Matters
	 	 	64	 
	SECTION 5.18 Insurance
	 	 	65	 
	 
	 	 	 	 
	ARTICLE VI.

	 
	 	 	 	 
	Affirmative Covenants

	 
	 	 	 	 
	SECTION 6.01 Financial Statements
	 	 	65	 
	SECTION 6.02 Certificates; Other Information
	 	 	67	 
	SECTION 6.03 Notices
	 	 	68	 
	SECTION 6.04 Payment of Obligations
	 	 	68	 
	SECTION 6.05 Preservation of Existence, Etc.
	 	 	69	 
	SECTION 6.06 Maintenance of Properties
	 	 	69	 
	SECTION 6.07 Maintenance of Insurance
	 	 	69	 
	SECTION 6.08 Compliance with Laws
	 	 	69	 
	SECTION 6.09 Books and Records
	 	 	69	 
	SECTION 6.10 Inspection Rights
	 	 	69	 
	SECTION 6.11 Covenant to Guarantee Obligations and Give Security
	 	 	70	 
	SECTION 6.12 Compliance with Environmental Laws
	 	 	70	 






2









 






	 	 	 	 	 
	 	 	Page
	SECTION 6.13 Further Assurances
	 	 	70	 
	SECTION 6.14 [Intentionally Omitted]
	 	 	70	 
	SECTION 6.15 Maintenance of Corporate Separateness
	 	 	71	 
	SECTION 6.16 Intentionally Omitted
	 	 	71	 
	SECTION 6.17 Designation of Subsidiaries
	 	 	71	 
	SECTION 6.18 Change of Control
	 	 	72	 
	 
	 	 	 	 
	ARTICLE VII.

	 
	 	 	 	 
	Negative Covenants

	 
	 	 	 	 
	SECTION 7.01 Liens
	 	 	73	 
	SECTION 7.02 Investments
	 	 	76	 
	SECTION 7.03 Indebtedness
	 	 	80	 
	SECTION 7.04 Fundamental Changes
	 	 	83	 
	SECTION 7.05 Dispositions
	 	 	85	 
	SECTION 7.06 Restricted Payments
	 	 	87	 
	SECTION 7.07 Change in Nature of Business
	 	 	89	 
	SECTION 7.08 Transactions with Affiliates
	 	 	89	 
	SECTION 7.09 Burdensome Agreements
	 	 	90	 
	SECTION 7.10 Use of Proceeds
	 	 	91	 
	SECTION 7.11 [Intentionally Omitted]
	 	 	91	 
	SECTION 7.12 Accounting Changes
	 	 	92	 
	SECTION 7.13 Prepayments, Etc. of Indebtedness
	 	 	92	 
	SECTION 7.14 Equity Interests of the Borrower and Restricted Subsidiaries
	 	 	92	 
	 
	 	 	 	 
	ARTICLE VIII.

	 
	 	 	 	 
	Events Of Default and Remedies

	 
	 	 	 	 
	SECTION 8.01 Events of Default
	 	 	92	 
	SECTION 8.02 Remedies Upon Event of Default
	 	 	95	 
	SECTION 8.03 Exclusion of Immaterial Subsidiaries
	 	 	95	 
	SECTION 8.04 Application of Funds
	 	 	95	 
	 
	 	 	 	 
	ARTICLE IX.

	 
	 	 	 	 
	Administrative Agent and Other Agents

	 
	 	 	 	 
	SECTION 9.01 Appointment and Authorization of Agents
	 	 	96	 
	SECTION 9.02 Delegation of Duties
	 	 	97	 
	SECTION 9.03 Liability of Agents
	 	 	97	 
	SECTION 9.04 Reliance by Agents
	 	 	97	 
	SECTION 9.05 Notice of Default
	 	 	98	 
	SECTION 9.06 Credit Decision; Disclosure of Information by Agents
	 	 	98	 
	SECTION 9.07 Indemnification of Agents
	 	 	99	 
	SECTION 9.08 Agents in their Individual Capacities
	 	 	99	 






3









 






	 	 	 	 	 
	 	 	Page
	SECTION 9.09 Successor Agents
	 	 	100	 
	SECTION 9.10 Administrative Agent May File Proofs of Claim
	 	 	100	 
	SECTION 9.11 Collateral and Guaranty Matters
	 	 	101	 
	SECTION 9.12 Other Agents; Arrangers and Managers
	 	 	101	 
	SECTION 9.13 Appointment of Supplemental Agents
	 	 	102	 
	 
	 	 	 	 
	ARTICLE X.

	 
	 	 	 	 
	Miscellaneous

	 
	 	 	 	 
	SECTION 10.01 Amendments, Etc
	 	 	103	 
	SECTION 10.02 Notices and Other Communications; Facsimile Copies
	 	 	104	 
	SECTION 10.03 No Waiver; Cumulative Remedies
	 	 	105	 
	SECTION 10.04 Attorney Costs, Expenses and Taxes
	 	 	105	 
	SECTION 10.05 Indemnification by the Borrower
	 	 	106	 
	SECTION 10.06 Payments Set Aside
	 	 	106	 
	SECTION 10.07 Successors and Assigns
	 	 	107	 
	SECTION 10.08 Confidentiality
	 	 	110	 
	SECTION 10.09 Setoff
	 	 	111	 
	SECTION 10.10 Interest Rate Limitation
	 	 	111	 
	SECTION 10.11 Counterparts
	 	 	112	 
	SECTION 10.12 Integration
	 	 	112	 
	SECTION 10.13 Survival of Representations and Warranties
	 	 	112	 
	SECTION 10.14 Severability
	 	 	112	 
	SECTION 10.15 Tax Forms
	 	 	112	 
	SECTION 10.16 Governing Law
	 	 	114	 
	SECTION 10.17 Waiver of Right to Trial by Jury
	 	 	115	 
	SECTION 10.18 Binding Effect
	 	 	115	 
	SECTION 10.19 Lender Action
	 	 	115	 
	SECTION 10.20 USA PATRIOT Act
	 	 	115	 









4









 








SCHEDULES




	 	 	 

	1.01A

	 	Unrestricted Subsidiaries
	1.01B

	 	Excluded Subsidiaries
	2.01

	 	Commitments
	5.09

	 	Environmental Matters
	5.10

	 	Taxes
	5.11

	 	ERISA Compliance
	5.12

	 	Subsidiaries and Other Equity Investments
	5.18

	 	Insurance
	7.01(b)

	 	Existing Liens
	7.02(f)

	 	Existing Investments
	7.03(b)

	 	Existing Indebtedness
	7.08

	 	Transactions with Affiliates
	7.09

	 	Existing Restrictions
	10.02

	 	Administrative Agent’s Office, Certain Addresses for Notices






EXHIBITS




Form of




	 	 	 

	A

	 	Committed Loan Notice
	B

	 	Note
	C

	 	Compliance Certificate
	D

	 	Assignment and Assumption
	E

	 	Subsidiary Guaranty
	F

	 	Pledge Agreement
	G

	 	Opinion Matters — Counsel to Loan Parties — Latham & Watkins LLP
	H

	 	Subordination Terms for Debt to GP






 









 






CREDIT AGREEMENT




          This HOLDCO CREDIT AGREEMENT is entered into as of August 9, 2007, among TARGA RESOURCES
INVESTMENTS INC., a Delaware corporation, each lender from time to time party hereto and CREDIT
SUISSE, as Administrative Agent.




PRELIMINARY STATEMENTS




     The Borrower has requested that the Lenders extend credit to the Borrower in the form of Loans
in an initial aggregate principal amount of $450,000,000.



     The proceeds of the Loans will be used to fund the Equity Distribution and to pay Transaction
Expenses.



     The Lenders have indicated their willingness to extend credit hereunder on the terms and
subject to the 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:



          “Accepting Lenders” means each Lender that does not elect, pursuant to Section 2.05(b)(vii),
to decline all (but not a portion) of its Pro Rata Share of a prepayment being made pursuant to
Section 2.05.




          “Acquired EBITDA” means, with respect to any Acquired Entity or Business for any period, the
amount for such period of Consolidated EBITDA of such Acquired Entity or Business (determined as if
references to the Borrower and the Restricted Subsidiaries in the definition of “Consolidated
EBITDA” were references to such Acquired Entity or Business and its Subsidiaries), all as
determined on a consolidated basis for such Acquired Entity or Business.




          “Acquired Entity or Business” has the meaning set forth in the definition of “Consolidated
EBITDA”.




          “Acquired Non-Guarantor” means any Person any Equity Interests in which are owned, directly or
indirectly, by an Acquired Entity or Business resulting from a Permitted Acquisition (provided that
such Equity Interests in such Person are so owned at the time of such Permitted Acquisition), if
such Person is not a Loan Party after giving effect to such Permitted Acquisition; provided that
such Person shall cease to be an Acquired Non-Guarantor if and when such Acquired Non-Guarantor is
required to become, and becomes, a Loan Party.







2









 








          “Administrative Agent” means Credit Suisse, acting through one or more of its branches or
Affiliates, 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 account as set
forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time
to time notify 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. “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.




          “Agent-Related Persons” 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 Syndication
Agent and the Supplemental Agents (if any).




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




          “Agreement” means this Holdco Credit Agreement.




          “Applicable Premium” means, with respect to any prepayment of Loans on any date prior to
February 9, 2008, the excess of




          (a) the present value at the date of such prepayment of (i) the sum of the principal amount of
the Loans being prepaid, plus the Prepayment Premium as of August 9, 2009 (as set forth in the
table appearing in Section 2.05(d)(i)), plus (ii) all interest that would be due on the Loans being
prepaid through August 9, 2009 (assuming that such Loans accrued Cash Interest as Eurodollar Rate
Loans, with a Eurodollar Rate that is (x) the same as that in effect on the date of such prepayment
or (y) if there is more than one Eurodollar Rate Borrowing then outstanding, the average of such
Eurodollar Rates or (z) if there is no Eurodollar Rate Borrowing then outstanding, the Eurodollar
Rate that would result if the Loans were converted to Eurodollar Rate Loans at the time, as
determined by the Administrative Agent in its reasonable discretion), computed using a discount
rate equal to the Treasury Rate as of such prepayment date plus 50 basis points; over




          (b) the principal amount of such Loans.




          “Applicable Rate” means (a) prior to the occurrence of the Triggering Event, a percentage per
annum equal to (i) for Eurodollar Rate Loans, 5.00% and (ii) for Base Rate




3









 




Loans, 4.00%, and (b) after the occurrence of the Triggering Event, a percentage per annum equal to
(i) for Eurodollar Rate Loans, 3.00% and (ii) for Base Rate Loans, 2.00%.




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




          “Arrangers” means Credit Suisse, Lehman Brothers, Inc., Deutsche Bank Securities, Inc. and
Merrill Lynch Capital Corporation, each in its capacity as a Joint Bookrunner and, in the case of
Credit Suisse and Deutsche Bank Securities, Inc., as a Joint Lead Arranger under this Agreement.




          “Asset Disposition Event” means (i) the Disposition by the Borrower or any Restricted
Subsidiary of any asset (other than any Disposition of any asset permitted by Section 7.05(a), (b),
(c), (d) (to the extent constituting a Disposition by the Borrower or any Restricted Subsidiary to
a Loan Party), (e), (f), (g), (h), (i) or (m)), (ii) any MLP Extraordinary Distribution or (iii)
any Casualty Event.




          “Assignees” has the meaning set forth in Section 10.07(b).




          “Assignment and Assumption” means an Assignment and Assumption substantially in the form of
Exhibit D.




          “Attorney Costs” means and includes all reasonable and documented fees, expenses and
disbursements of any law firm or other external legal counsel.




          “Attributable Indebtedness” means, on any date, in respect of any Capitalized 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.




          “Audited Financial Statements” means (a) the audited consolidated balance sheet of OpCo and
its Subsidiaries as of December 31, 2006, (b) the related audited consolidated statements of
income, stockholders’ equity and cash flows for OpCo and its Subsidiaries for the twelve month
period ended December 31, 2006, (c) the audited consolidated balance sheet of the Borrower and its
Subsidiaries as of December 31, 2006, and (d) the related audited consolidated statements of
income, stockholders’ equity and cash flows for the Borrower and its Subsidiaries for the twelve
month period ended December 31, 2006.




          “Available Amount” means, on any date of measurement, the sum of:




          (i) the greater of (A) 25% of Cumulative Excess Cash Flow on such date and (B) 50% of
Cumulative Consolidated Net Income on such date, plus




          (ii) Net Cash Proceeds in respect of any Asset Disposition Event that are (A) not applied to
make a prepayment pursuant to Section 2.05(a)(ii) or 2.05(b)(ii)(A) or any other prepayment of
Funded Debt (or to reduce lending commitments in respect thereof) of any Restricted Subsidiary and
(B) not applied to make a Permitted Reinvestment; plus



4









 







          (iii) the aggregate net cash proceeds received by the Borrower since the Closing Date as a
contribution to its equity capital or from the issue of Equity Interests (other than Disqualified
Equity Interests) of Borrower or from the issue of convertible or exchangeable debt securities that
have been converted into or exchanged for Equity Interests (other than Disqualified Equity
Interests) of the Borrower; plus




          (iv) the net cash proceeds received by any of the Loan Parties (other than from the Borrower
or a Restricted Subsidiary) in respect of any Disposition, liquidation or repayment of, or as a
return (whether by dividend, interest or otherwise) on, any Investment made in reliance upon
clause (u) of Section 7.02, in each case to the extent such net cash proceeds constitute a return
of capital with respect to such Investment; provided that this clause (iv) shall not apply to any
Disposition of any such Investment that is an Asset Disposition Event.




          “Back-to-Back Swap Contracts” means, in connection with any Disposition to an MLP or a
Subsidiary of an MLP, back-to-back agreements with the applicable MLP or Subsidiary thereof
providing for the effective transfer of any portion of the hedges provided under a Swap Contract
maintained by the Borrower or a Restricted Subsidiary related to any assets that are the subject of
such Disposition; provided that upon and after the occurrence of the Triggering Event, any
Restricted Subsidiary holding interests in a Back-to-Back Swap Contract is or becomes a Subsidiary
Guarantor.




          “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% and (b) the Prime Rate in effect on such day. If the
Administrative Agent shall have determined (which determination shall be conclusive absent manifest
error) that it is unable to ascertain the Federal Funds Rate for any reason, including the
inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with
the terms of the definition thereof, the Base Rate shall be determined without regard to clause (a)
of the preceding sentence until the circumstances giving rise to such inability no longer exist.
Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be
effective on the effective date of such change in the Prime Rate or the Federal Funds Rate, as the
case may be.




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




          “Borrower” means Targa Resources Investments Inc., a Delaware corporation.




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




          “Business Day” means (a) 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, New York City
and (b) if such day relates to any interest rate settings as to a Eurodollar Rate Loan, any
fundings, disbursements, settlements and payments in respect of any such Eurodollar Rate Loan, or
any other dealings to be carried out pursuant to this Agreement in respect of any such Eurodollar
Rate Loan, means any such day on which dealings in deposits in Dollars are conducted by and between
banks in the London interbank eurodollar market.







5









 








          “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) the value of all assets under Capitalized 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 to the extent financed with (x) insurance proceeds
paid on account of the loss of or damage to the assets being replaced, restored or repaired or (y)
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 of existing equipment to the extent that the gross amount of such purchase price is
reduced by the credit granted by the seller of such equipment for the equipment 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 that are not required to be applied to prepay Loans pursuant to
Section 2.05(b) or Funded Debt of OpCo or any of its Restricted Subsidiaries, (iv) expenditures
that constitute any part of Consolidated Lease Expense, (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 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 (x) 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 and (y) such book value shall have been included in Capital Expenditures when such
asset was originally acquired, or (vii) expenditures that constitute Permitted Acquisitions or
Investments permitted by Section 7.02.




          “Capitalized Leases” means all leases that have been or should be, in accordance with GAAP,
recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations
under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance
with GAAP.




          “Cash Collateral Account” means a blocked account at Credit Suisse (or another commercial bank
selected in compliance with Section 9.09) 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 Equivalents” means any of the following types of Investments, to the extent owned by the
Borrower or any Restricted Subsidiary:







6









 









     (a) Dollars,




     (b) (i) Canadian dollars; or (ii) in the case of any Foreign Subsidiary that is a
Restricted Subsidiary, such local currencies held by it from time to time in the ordinary
course of business,




     (c) securities issued or directly and fully and unconditionally guaranteed or insured
by the government of the United States of America or any agency or instrumentality thereof
the securities of which are unconditionally guaranteed as a full faith and credit obligation
of such government with maturities of 24 months or less from the date of acquisition,




     (d) certificates of deposit, time deposits and eurodollar time deposits with
maturities of one year or less from the date of acquisition, bankers’ acceptances with
maturities not exceeding one year and overnight bank deposits, in each case with or of any
commercial bank having capital and surplus in excess of $250,000,000,




     (e) repurchase obligations for underlying securities of the types described in clauses
(c) and (d) entered into with any financial institution meeting the qualifications specified
in clause (d) above,




     (f) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each
case maturing within 12 months after the date of issuance thereof,




     (g) investment funds investing at least 95% of their assets in securities of the types
described in clauses (a) through (f) above,




     (h) readily marketable direct obligations issued by any state of the United States of
America or any political subdivision thereof having one of the two highest rating categories
obtainable from either Moody’s or S&P with maturities of 24 months or less from the date of
acquisition and




     (i) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher
from S&P or “A2” or higher from Moody’s with maturities of 12 months or less from the date
of acquisition.



          Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in one or
more currencies other than those set forth in clauses (a) and (b) above; provided that such amounts
are converted into the currencies set forth in clauses (a) and (b) above as promptly as practicable
and in any event within ten Business Days following the receipt of such amounts.




          “Cash Interest” has the meaning set forth in Section 2.08(a).




          “Casualty Event” means any event that gives rise to the receipt by the Borrower or any
Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment,
fixed assets or real property (including any improvements thereon).







7









 








          “Change of Control” means (1) 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,





     (a) any time prior to the consummation of a Qualifying IPO, and for any reason
whatsoever, (i) the Permitted Holders otherwise have the right, directly or indirectly, to
designate (and do so designate) a majority of the board of directors of the Borrower, or
(ii) 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




     (b) at any time after the consummation of a Qualifying IPO, and for any reason
whatsoever, (i) 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 (ii)
during each period of twelve (12) consecutive months, a majority of the board of directors
of the Borrower shall consist of the Continuing Directors;




     (2) OpCo ceasing to be a direct wholly-owned Subsidiary of Intermediate Holdco (or the
Borrower, if Intermediate Holdco has been merged with and into the Borrower); or




     (3) Intermediate Holdco ceasing to be a direct wholly-owned Subsidiary of the Borrower
(other than as a result of a merger of the Intermediate Holdco with and into the Borrower).



          “Change of Control Offer” has the meaning set forth in Section 6.18.




          “Change of Control Payment” has the meaning set forth in Section 6.18.




          “Change of Control Payment Date” has the meaning set forth in Section 6.18.




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




8









 





          “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, and rules
and regulations related thereto.




          “Collateral” means all the Pledged Collateral, as defined in the Pledge Agreement.




          “Collateral Agent” means Credit Suisse, 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.




          “Collateral and Guarantee Requirement” means, at any time, the requirement that:




          (a) the Collateral Agent shall have received the Pledge Agreement required to be delivered on
the Closing Date pursuant to Section 4.01(a)(iii), duly executed by Intermediate Holdco, and the
Obligations shall have been secured by a first-priority security interest in all Equity Interests
of OpCo held by Intermediate Holdco and any other Investments in OpCo held by Intermediate Holdco;




          (b) all Obligations shall have been unconditionally guaranteed (the “Subsidiary Guarantees”)
pursuant to the Subsidiary Guaranty by (i) at all times, Intermediate Holdco, and (ii) on and after
the date on which the Triggering Event occurs, each Restricted Subsidiary that is a Domestic
Subsidiary and not an Excluded Subsidiary (each, a “Subsidiary Guarantor”); and




          (c) none of the Collateral shall be subject to any Liens other than Liens permitted by Section
7.01.




          “Commitment” means, as to each Lender, its obligation to make a Loan to the Borrower pursuant
to Section 2.01 in an aggregate principal amount not to exceed the amount set forth opposite such
Lender’s name on Schedule 2.01 under the caption “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 initial aggregate amount of the
Commitments is $450,000,000.




          “Committed Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one
Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a),
which, if in writing, shall be substantially in the form of Exhibit A.




          “Compensation Period” has the meaning set forth in Section 2.12(c)(ii).




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




          “Consolidated EBITDA” means, for any period, the Consolidated Net Income for such period,
plus:




9









 





          (a) without duplication and to the extent already deducted (and not added back) in arriving at
such Consolidated Net Income, the sum of the following amounts for such period:





     (i) total interest expense and, to the extent not reflected in such total interest
expense, increased by any payments made in respect of hedging arrangements or other
derivative instruments, in each case, entered into for the purpose of hedging interest rate
risk, and decreased by any payments received in respect of such hedging arrangements or such
other derivative instruments, and increased by the costs of surety bonds in connection with
financing activities,




     (ii) provision for taxes based on income, profits or capital of the Borrower and the
Restricted Subsidiaries, including state, franchise and similar taxes based on income,
profits or capital and foreign withholding taxes paid or accrued during such period,




     (iii) depreciation and amortization,




     (iv) Non-Cash Charges,




     (v) extraordinary losses and unusual or non-recurring charges (including any fees and
expenses incurred during such period, or any amortization thereof for such period, in
connection with any acquisition, investment, asset disposition, issuance or repayment of
debt, issuance of equity securities, refinancing transaction or amendment or other
modification of any debt instrument (in each case, including any such transaction
consummated prior to the Closing Date and any such transaction undertaken but not completed)
and any charges or non-recurring merger costs incurred during such period as a result of any
such transaction and any premiums or other expenses paid in connection with the hedging
arrangements related to the Transaction that are incurred on or prior to the Closing Date),
severance, relocation costs and curtailments or modifications to pension and post-retirement
employee benefit plans,




     (vi) restructuring charges or reserves (including restructuring costs related to
acquisitions and to closure/consolidation of facilities),




     (vii) any deductions attributable to minority interests,




     (viii) in the case of any period that includes a period ending prior to or during the
fiscal year ending December 31, 2007, Transaction Expenses,




     (ix) the amount of management, monitoring, consulting and advisory fees and related
expenses paid to the Sponsor,




     (x) any costs or expenses incurred by the Borrower or a Restricted Subsidiary pursuant
to any management equity plan or stock option plan or any other management or employee
benefit plan or agreement or any stock subscription or shareholder agreement, to the extent
that such costs or expenses are funded with cash proceeds contributed to the capital of the
Borrower or net cash proceeds of an issuance of Equity Interests of the Borrower (other than
Disqualified Equity Interests),



10









 






     (xi) the amount of net cost savings projected by the Borrower in good faith to be
realized as a result of specified actions taken during such period (calculated on a pro
forma basis as though such cost savings had been realized on the first day of such period),
net of the amount of actual benefits realized during such period from such actions, provided
that (A) such cost savings are reasonably identifiable and factually supportable, (B) such
actions are taken within 36 months after the Closing Date under (and as defined in) the
Existing Credit Agreement, (C) no cost savings shall be added pursuant to this clause (xi)
to the extent duplicative of any expenses or charges relating to such cost savings that are
included in clause (vi) above with respect to such period and (D) the aggregate amount of
cost savings added pursuant to this clause (xi) shall not exceed $35,000,000 for any period
consisting of four consecutive quarters,




     (xii) any net after-tax loss from the early extinguishment of Indebtedness or hedging
obligations or other derivative instruments, and




     (xiii) all losses from investments recorded using the equity method, less




     (b) without duplication and to the extent included in arriving at such Consolidated Net
Income, the sum of the following amounts for such period:




     (i) extraordinary gains and unusual or non-recurring gains,




     (ii) non-cash gains (excluding any non-cash gain to the extent it represents the
reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA
in any prior period),




     (iii) gains on asset sales (other than asset sales in the ordinary course of business),




     (iv) any net after-tax income from the early extinguishment of Indebtedness or hedging
arrangements or other derivative instruments, and




     (v) all gains from investments recorded using the equity method,


in each case, as determined on a consolidated basis for the Borrower and the Restricted
Subsidiaries in accordance with GAAP (to the extent applicable); and less




          (c) the amount of all Restricted Payments paid during such period pursuant to clause (g) of
Section 7.06, to the extent such Restricted Payments were made in respect of any payment made or to
be made by any Holding Company in respect of any obligation or liability that, if incurred directly
by and paid directly by the Borrower, would have decreased Consolidated EBITDA (whether during such
period or during the period that such obligation or liability accrued or was incurred); provided
that, to the extent included in Consolidated Net Income,





     (i) there shall be excluded in determining Consolidated EBITDA currency translation
gains and losses related to currency remeasurements of Indebtedness (including the net loss
or gain resulting from Swap Contracts for currency exchange risk),



11









 






     (ii) there shall be excluded in determining Consolidated EBITDA for any period any
adjustments resulting from the application of Statement of Financial Accounting Standards
No. 133,




     (iii) there shall be excluded in determining Consolidated EBITDA any gains or losses in
respect of the receipt or payment, as applicable, of any Swap Termination Value in
connection with any transaction permitted by Section 7.03, and




     (iv) for the purposes of the definition of “Permitted Acquisition” and for purposes of
determining the Total Leverage Ratio and Secured Leverage Ratio, (A) there shall be included
in determining Consolidated EBITDA for any period, without duplication, (1) the Acquired
EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted
Subsidiary during such period (but not the Acquired EBITDA of any related Person, property,
business or assets to the extent not so acquired), to the extent not subsequently sold,
transferred or otherwise disposed by the Borrower or such Restricted Subsidiary (each such
Person, property, business or asset acquired and not subsequently so disposed of, an
“Acquired Entity or Business”), based on the actual Acquired EBITDA of such Acquired Entity
or Business for such period (including the portion thereof occurring prior to such
acquisition) and (2) an adjustment in respect of each Acquired Entity or Business equal to
the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for
such period (including the portion thereof occurring prior to such acquisition) as specified
in a certificate executed by a Responsible Officer and delivered to the Lenders and the
Administrative Agent and (B) there shall be excluded in determining Consolidated EBITDA for
any period the Disposed EBITDA of any Person, property, business or asset sold, transferred
or otherwise disposed of or closed by the Borrower or any Restricted Subsidiary (including
pursuant to an Asset Disposition Event to an MLP or the designation of an Unrestricted
Subsidiary) during such period (each such Person, property, business or asset so sold or
disposed of, a “Sold Entity or Business”), based on the actual Disposed EBITDA of such Sold
Entity or Business for such period (including the portion thereof occurring prior to such
sale, transfer or disposition).



          “Consolidated Interest Expense” means, for any period, the sum of (i) the cash interest
expense (including that attributable to Capitalized Leases), net of cash interest income, of the
Borrower and the Restricted Subsidiaries (plus the Borrower’s and the Restricted Subsidiaries’ pro
rata share of the cash interest expense (including that attributable to Capitalized Leases), net of
cash interest income, of the Existing JVs (other than with respect to any Existing JV for any
fiscal quarter during which an Existing JV Default in respect of such Existing JV shall have
occurred and be continuing at the end of such fiscal quarter)), determined on a consolidated basis
in accordance with GAAP, with respect to all outstanding Indebtedness of the Borrower and the
Restricted Subsidiaries (plus the Borrower’s and the Restricted Subsidiaries’ pro rata share of all
outstanding Indebtedness of the Existing JVs (other than with respect to any Existing JV for any
fiscal quarter during which an Existing JV Default in respect of such Existing JV shall have
occurred and be continuing at the end of such fiscal quarter)), including all commissions,
discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance
financing and net costs under Swap Contracts designed to hedge against interest rates and (ii) any
cash payments made during such period in respect of obligations






12









 







referred to in clause (b) below relating to Funded Debt that were amortized or accrued in a
previous period (other than any such obligations resulting from the discounting of Indebtedness in
connection with the application of purchase accounting in connection with the Transaction or any
Permitted Acquisition), but excluding, however:




          (a) amortization of deferred financing costs,




          (b) the accretion or accrual of discounted liabilities and any other amounts of non-cash
interest during such period, and




          (c) all non-recurring cash interest expense consisting of liquidated damages for failure to
timely comply with registration rights obligations and financing fees, all as calculated on a
consolidated basis in accordance with GAAP;



provided that for purposes of the definition of “Permitted Acquisition”, there shall be included in
determining Consolidated Interest Expense for any period the cash interest expense (or income) of
any Acquired Entity or Business acquired during such period, based on the cash interest expense (or
income) of such Acquired Entity or Business for such period (including the portion thereof
occurring prior to such acquisition) assuming any Indebtedness incurred or repaid in connection
with any such acquisition had been incurred or prepaid on the first day of such period.
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, the
portion of Consolidated Interest Expense attributable to the Loans shall be an amount equal to
actual Consolidated Interest Expense attributable to the Loans 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 Lease Expense” means, for any period, all rental expenses of the Borrower and
the Restricted Subsidiaries during such period under operating leases for real or personal property
(including in connection with sale-leaseback transactions permitted by Section 7.05(f)) other than
(a) obligations under vehicle leases entered into in the ordinary course of business, (b) all such
rental expenses associated with assets acquired pursuant to a Permitted Acquisition to the extent
such rental expenses relate to operating leases in effect at the time of (and immediately prior to)
such acquisition and related to periods prior to such acquisition, (c) real estate taxes, insurance
costs and common area maintenance charges and net of sublease income, and (d) all obligations under
Capitalized Leases, all as determined on a consolidated basis in accordance with GAAP.




          “Consolidated Net Income” means, for any period, the net income (loss) of the Borrower and the
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,







13









 








          (c) any income (loss) for such period attributable to the early extinguishment of
Indebtedness, and




          (d) accruals and reserves that are established within twelve months after the Closing Date
that are so required to be established as a result of the Transaction in accordance with GAAP.



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
(including the effects of such adjustments pushed down to the Borrower and the Restricted
Subsidiaries), 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, an Acquired Non-Guarantor, or that is accounted
for by the equity method of accounting; provided that, to the extent Consolidated Net Income is not
already increased by such amounts, Consolidated Net Income shall be increased by (A) the amount of
dividends, distributions or other payments from any Person that is not a Subsidiary, or is an
Unrestricted Subsidiary, an Acquired Non-Guarantor, or a Person that is accounted for by the equity
method of accounting (in each case, other than an MLP or a GP or any Subsidiary thereof) and (B)
the amount of any dividends, distributions or other payments from an MLP or a GP, in each case only
to the extent made out of the operating surplus of such MLP or such GP, in each of clauses (A) and
(B) above, that are actually paid in cash (or 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 Total Leverage Ratio and Secured
Leverage Ratio, the Borrower’s and the Restricted Subsidiaries’ pro rata share of any net income
(loss) for such period (calculated in the manner set forth above) of the Existing JVs retained by
such Existing JVs shall be included in Consolidated Net Income (other than with respect to any
Existing JV for any period during which an Existing JV Default in respect of such Existing JV shall
have occurred and be continuing at the end of such period (or such fiscal quarter)).




          “Consolidated Working Capital” means, at any date, the excess of (a) the sum of all amounts
(other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite
the caption “total current assets” (or any like caption) on a consolidated balance sheet of the
Borrower and the Restricted Subsidiaries at such date, but excluding any assets arising from the
application of Statement of Financial Accounting Standards No. 133 over (b) the sum of all amounts
that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities”
(or any like caption) on a consolidated balance sheet of the Borrower and the Restricted
Subsidiaries on such date, including deferred revenue but excluding, without duplication, (i) the
current portion of any Funded Debt, (ii) all Indebtedness consisting of Loans to the extent
otherwise included therein, (iii) the current portion of interest, (iv) the current portion of
current and deferred income taxes and (v) and any liabilities arising from the application of
Statement of Financial Accounting Standards No. 133.




          “Continuing Directors” means the directors of the Borrower on the Closing Date and each other
director, if, in each case, such other director’s nomination for election to the board





14









 







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.




          “Control” has the meaning set forth in the definition of “Affiliate.”




          “Credit Facilities” means, one or more debt facilities (including, without limitation, the
Existing Credit Agreement) or commercial paper facilities, in each case with banks or other
institutional lenders providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to such lenders or to special purpose entities formed to
borrow from such lenders against such receivables) or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt
securities to institutional investors) in whole or in part from time to time.




          “Cumulative Excess Cash Flow” means, as of any date of determination, Excess Cash Flow (if
positive) for the Stub Period and for each fiscal year ended after the Stub Period and prior to
such date of determination for which financial statements of the Borrower have been delivered
pursuant to Section 6.01.




          “Cumulative Consolidated Net Income” means, as of any date of determination, Consolidated Net
Income accrued during the period (treated as one accounting period) from the beginning of the Stub
Period to the end of the most recent fiscal year for which financial statements of the Borrower
have been delivered pursuant to Section 6.01.




          “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 an interest rate equal to (a) in the case of interest accruing on the
principal of any Loan, the rate otherwise applicable to such Loan pursuant to Section 2.08 plus
2.00% per annum and (b) in all other cases, a rate per annum (computed on the basis of the actual
number of days elapsed over a year of 365 or 366 days, as the case may be, when determined by
reference to the Prime Rate and over a year of 360 days at all other times) equal to the rate that
would be applicable to a Base Rate Loan plus 2.00% per annum.







15









 








          “Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Loans
required to be funded by it hereunder within one (1) Business Day of the date required to be funded
by it hereunder, unless the subject of a good faith dispute or subsequently cured or (b) has
otherwise failed to pay over to the Administrative Agent or any other Lender any other amount
required to be paid by it hereunder within one (1) Business Day of the date when due, unless the
subject of a good faith dispute or subsequently cured.




          “Disposed EBITDA” means, with respect to any Sold Entity or Business for any period, the
amount for such period of Consolidated EBITDA of such Sold Entity or Business (determined as if
references to the Borrower and the Restricted Subsidiaries in the definition of “Consolidated
EBITDA” were references to such Sold Entity or Business and its Subsidiaries), all as determined on
a consolidated basis for such Sold Entity or Business.




          “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 asset 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 Interests 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
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 Obligations that are accrued
and payable and the termination of the Commitments), (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 Maturity Date (regardless of
whether any Loans are outstanding).




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




          “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 Assignee permitted by and consented to in accordance with
Section 10.07(b).




          “Environmental Laws” means any and all Laws relating to pollution, the protection of the
environment, natural resources, or, to the extent relating to exposure to Hazardous Materials,
human health or to the release of any materials into the environment, including those related to
hazardous materials, substances and wastes, air emissions or discharges to waste or public systems.







16









 








          “Environmental Liability” means any liability (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 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, (d) the
release or threatened release of any Hazardous Materials into the environment or (e) any contract,
agreement or other consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.




          “Environmental Permit” means any permit, approval, identification number, license or other
authorization required under any Environmental Law.




          “Equity Distribution” means the payment by the Borrower on or promptly after the Closing Date
of a cash equity distribution in an amount of up to $445.5 million to the holders of its Equity
Interests.




          “Equity Interests” means, with respect to any Person, all of the shares, interests, rights,
participations or other equivalents (however designated) of capital stock of (or other ownership or
profit interests or units in) such Person and all of the warrants, options or other rights for the
purchase, acquisition or exchange from such Person of any of the foregoing (including through
convertible securities).




          “Equity Investors” means the Sponsor, Merrill Lynch and the Management Stockholders.




          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time.




          “ERISA Affiliate” means any trade or business (whether or not incorporated) that is under
common control with any Loan Party within the meaning of Section 414 of the Code or Section 4001 of
ERISA.




          “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by
any Loan Party 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 any Loan Party 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 Sections 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 any Loan Party or any ERISA
Affiliate.




          “Eurodollar Rate” means, for any Interest Period with respect to any Eurodollar Rate Loan, an
interest rate per annum equal to the product of:




17









 






     (a) the rate per annum for deposits in Dollars for a period equal to such Interest
Period determined by the Administrative Agent at approximately 11:00 a.m. (London time) on
the date that is two Business Days prior to the commencement of such Interest Period by
reference to the British Bankers’ Association Interest Settlement Rates for deposits in
Dollars (as set forth by any service selected by the Administrative Agent that has been
nominated by the British Bankers’ Association as an authorized information vendor for the
purpose of displaying such rates) for a period equal to such Interest Period; provided that,
to the extent that an interest rate is not ascertainable pursuant to the foregoing
provisions of this definition, the “Eurodollar Rate” shall be the interest rate per annum
determined by the Administrative Agent to be the average of the rates per annum at which
deposits in Dollars are offered for such relevant Interest Period to major banks in the
London interbank market in London, England by the Administrative Agent at approximately
11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of
such Interest Period; and




     (b) Statutory Reserves.



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




          “Event of Default” has the meaning set forth 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 (adjusted to exclude gains or losses attributable
to Asset Disposition Events),




          (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,




          (iii) decreases in Consolidated Working Capital and long-term account receivables for such
period (other than any such decreases arising from acquisitions by the Borrower and the Restricted
Subsidiaries completed during such period), and




          (iv) 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 and cash charges included in clauses (a) through (d) of the definition of
“Consolidated Net Income”,




          (ii) without duplication of amounts deducted pursuant to clause (ix) below in prior fiscal
years, the amount of Capital Expenditures made in cash during such period, except to




18









 




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 (including the principal component of payments in respect of Capitalized
Leases but excluding 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) increases in Consolidated Working Capital and long-term account receivables for such
period (other than any such increases arising from acquisitions by the Borrower and the Restricted
Subsidiaries completed during such period),




          (v) 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,




          (vi) the amount of Restricted Payments paid during such period pursuant to clause (g) of
Section 7.06, to the extent such Restricted Payments were financed with internally generated cash
flow of the Borrower and the Restricted Subsidiaries,




          (vii) without duplication of amounts deducted pursuant to clause (x) below in prior fiscal
years, the amount of Investments and acquisitions made in cash during such period pursuant to
clauses (c) (other than any such Investments thereunder in the Borrower or a Restricted
Subsidiary), (i), (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,




          (viii) 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)
to the extent that such expenditures are not expensed during such period or any previous period,




          (ix) 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,




          (x) 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




19









 




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




          (xi) 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 Subsidiary” means (a) any Restricted Subsidiary that is not a wholly owned
Restricted 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 and is a Subsidiary of a Foreign
Subsidiary, (e) any Immaterial Subsidiary and (f) 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 Subsidiary Guarantee shall be excessive in view of the benefits to be obtained by the Lenders or
any other Secured Party therefrom.




          “Existing Credit Agreement” means the Credit Agreement, dated as of October 31, 2005, among
the Borrower, each lender a party thereto, and Credit Suisse, as Administrative Agent, Swing Line
Lender, a Revolving L/C Issuer and the Synthetic L/C Issuer thereunder.




          “Existing Term Loan Facility” means the Term Loans as defined in the Existing Credit
Agreement.




          “Existing JV” means each of Versado Gas Processors, L.L.C., a Delaware limited liability
company, Downstream Energy Ventures Co., L.L.C., a Delaware limited liability company, and Cedar
Bayou Fractionators, LP, a Delaware limited partnership; 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 JV Default” means, with respect to any Existing JV, either of the following (a) such
Existing JV 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,
administrator, administrative receiver or similar officer for it or for all or any material part of
its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator,
administrator, administrative receiver or similar officer is appointed without the application or
consent of such Person and the appointment continues undischarged or unstayed for sixty (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 sixty (60) calendar days, or an order for relief is entered in any such
proceeding; or (b) such Existing JV becomes unable or admits in writing its inability or fails
generally to pay its debts as they become due.




          “Existing Loan Documents” means the Loan Documents as defined in the Existing Credit
Agreement.





20












 





          “Federal Funds Rate” means, for any day, the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged by Federal funds
brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day that is a Business Day, the average of the
quotations for the day for such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.




          “Financial Statement Delivery Default” means any outstanding event of default (which has not
been cured or waived) under any Credit Facility of OpCo (including the Existing Credit Agreement),
the Senior Unsecured Notes or any other Funded Debt of OpCo with a principal amount in excess of
the Threshold Amount that results from the breach by OpCo of a requirement to deliver its quarterly
or annual financial statements to the lenders of such Indebtedness.




          “Fixed Charge Coverage Ratio” means, with respect to any Test Period, the ratio of
Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for such Test Period to the
Fixed Charges of the Borrower and its Restricted Subsidiaries for such Test Period. In the event
that the Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or
extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility
that has been permanently repaid and has not been replaced) or issues or redeems Disqualified
Equity Interests or preferred stock subsequent to the commencement of the Test Period for which the
Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for
which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the
Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence,
assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance
or redemption of Disqualified Equity Interests or preferred stock, as if the same had occurred at
the beginning of the applicable Test Period (the “reference period”).




          For purposes of making the computation referred to above, Investments, acquisitions,
dispositions, mergers, consolidations and disposed operations (as determined in accordance with
GAAP) that have been made by the Borrower or any Restricted Subsidiary during the four-quarter
reference period or subsequent to such reference period and on or prior to or simultaneously with
the Calculation Date shall be calculated on a pro forma basis assuming that all such Investments,
acquisitions, dispositions, mergers, consolidations and disposed operations (and the change in any
associated fixed charges and the change in Consolidated EBITDA resulting therefrom) had occurred on
the first day of the reference period. If since the beginning of such period any Person (that
subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any
Restricted Subsidiary since the beginning of such period) shall have made any Investment,
acquisition, disposition, merger, consolidation or disposed operation that would have required
adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated
giving pro forma effect thereto for such period as if such Investment, acquisition, disposition,
merger, consolidation or disposed operation had occurred at the beginning of the reference period.




          For purposes of this definition, whenever pro forma effect is to be given to a transaction,
the pro forma calculations shall be made in good faith by a responsible financial or






21









 







accounting officer of the Borrower. If any Indebtedness bears a floating rate of interest and
is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the
rate in effect on the Calculation Date had been the applicable rate for the entire period (taking
into account any Swap Contract applicable to such Indebtedness). Interest on a Capitalized Lease
shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or
accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease in
accordance with GAAP. For purposes of making the computation referred to above, interest on any
Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed
based upon the average daily balance of such Indebtedness during the applicable period. Interest
on Indebtedness that may optionally be determined at an interest rate based upon a factor of a
prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to
have been based upon the rate actually chosen, or, if none, then based upon such optional rate
chosen as the Borrower may designate.




          “Fixed Charges” means, with respect to any Test Period, the sum of:




          (a) Consolidated Interest Expense (exclusive of any payments made in respect of the accretion
or accrual of discounted liabilities) for such Test Period,




          (b) all cash dividend payments (excluding items eliminated in consolidation) on any series of
preferred Equity Interests of the Borrower or any Restricted Subsidiary made during such Test
Period, and




          (c) all cash dividend payments (excluding items eliminated in consolidation) on any series of
Disqualified Equity Interests of the Borrower or any Restricted Subsidiary made during such Test
Period.




          “Foreign Lender” has the meaning set forth in Section 10.15(a)(i).




          “Foreign Subsidiary” means any direct or indirect Restricted Subsidiary of the Borrower which
is not a Domestic Subsidiary.




          “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 engaged in making, purchasing,
holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary
course.




          “Funded Debt” means all Indebtedness of the Borrower and the Restricted Subsidiaries for
borrowed money (if and to the extent it would appear as a liability on the face of a consolidated
balance sheet of the Borrower prepared in accordance with GAAP or is Guaranteed by the Borrower or
a Restricted Subsidiary) that matures more than one year from the date of its creation or matures
within one year from such date that is renewable or extendable, at the option of such Person, to a
date more than one year from such date or arises under a revolving credit or similar agreement that
obligates the lender or lenders to extend credit during a period of more than one year from such
date, including Indebtedness in respect of the Loans. Without limitation on the foregoing, Funded
Debt shall not include (i) letters of credit, except





22









 







with respect to unreimbursed amounts thereunder, (ii) Indebtedness of Unrestricted
Subsidiaries (unless Guaranteed by the Borrower or a Restricted Subsidiary), (iii) any synthetic
letter of credit facility, except to the extent of unreimbursed amounts thereunder (including any
outstanding synthetic letter of credit loans) and (iv) Obligations under any Swap Contracts.




          “GAAP” means generally accepted accounting principles in the United States of America, as in
effect from time to time.




          “Governmental Authority” means any nation or government, any state or other political
subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative
tribunal, central bank or other entity exercising executive, legislative, judicial, taxing,
regulatory or administrative powers or functions of or pertaining to government.




          “GP” means, in respect of any MLP, the Person that is the general partner of such MLP.




          “Granting Lender” has the meaning set forth in Section 10.07(g).




          “Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any
Indebtedness or other monetary 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 monetary obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of such Indebtedness or
other monetary obligation of the payment or performance of such Indebtedness or other monetary
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 monetary obligation, or (iv) entered into for the
purpose of assuring in any other manner the obligee in respect of such Indebtedness or other
monetary 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 monetary obligation of any other Person, whether or not such Indebtedness or
other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any
holder of such Indebtedness or other monetary obligation to obtain any such Lien); provided that
the term “Guarantee” shall not include endorsements for collection or deposit, in either case in
the ordinary course of business, or customary and reasonable indemnity obligations in effect on the
Closing Date or entered into in connection with any acquisition or disposition of assets permitted
under this Agreement (other than such obligations with respect to Indebtedness). 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.






23









 








          “Hazardous Materials” means all explosive or radioactive materials, substances or wastes and
all hazardous or toxic substances, wastes or pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other materials, substances or wastes of any nature regulated
pursuant to any Environmental Law.




          “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 any Person, (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 active trade or business other than serving as a direct or indirect holding
company controlling such Person and activities incidental thereto; provided that any references to
Holding Company herein shall refer to a Holding Company of the Borrower unless stated otherwise.




          “Immaterial Subsidiary” means each Subsidiary of the Borrower that the Borrower designates
from time to time as an Immaterial Subsidiary; provided that, as of the last day of the most
recently completed fiscal quarter of the Borrower for which financial statements are available,
such Subsidiaries in the aggregate (a) do not have assets with a value in excess of 5% of the
consolidated total assets of the Borrower and its Restricted Subsidiaries and (b) did not, as of
the four quarter period ending on the last day of such fiscal quarter, have revenues exceeding 5%
of the total consolidated revenues of the Borrower and its Restricted Subsidiaries.




          “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;




     (b) the maximum amount (after giving effect to any prior drawings or reductions which
may have been reimbursed) of all letters of credit (including standby and commercial),
bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar
instruments issued or created by or for the account of such Person;




     (c) net obligations of such Person under any Swap Contract, including any Back-to-Back
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



24









 







bond, industrial development bond and similar financings), whether or not such
indebtedness shall have been assumed by such Person or is limited in recourse;




     (f) all Attributable Indebtedness;




     (g) all obligations of such Person in respect of Disqualified Equity Interests; 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 if (and
only to the extent that) such Person’s liability for such Indebtedness is otherwise limited and
only to the extent such Indebtedness would not be included in the calculation of Consolidated Total
Debt. 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 Obligations
of a GP with respect to Indebtedness of the applicable MLP arising by operation of law due to such
GP’s position as a general partner of such MLP (or corresponding Indebtedness Obligations of any
general partner of such GP arising by operation of law due to such entity’s position as a general
partner); provided, however, that such Indebtedness Obligations or Indebtedness are non-recourse to
the Borrower or any of its Restricted Subsidiaries (other than such GP and, if such GP is a limited
partnership, the general partner of such GP; provided that (x) the sole business of such general
partner of such GP is to act as the general partner of such GP and engage in activities ancillary
thereto and (y) such general partner of such GP owns no assets (other than (i) ownership interests
in such GP or in the MLP of which such GP is the GP or Equity Interests (other than Disqualified
Equity Interests) of the Borrower and Indebtedness owed to such general partner of such GP that is
incurred pursuant to clause (p) of Section 7.03, and (ii) assets which are being held temporarily
and which are (x) to be transferred or distributed to a MLP or a GP or (y) distributions from a MLP
or a GP and (iii) current assets sufficient to satisfy its ordinary course operating expenses).




          “Indebtedness Obligations” means obligations in respect of any principal (including
reimbursement obligations with respect to letters of credit whether or not drawn), interest
(including, to the extent legally permitted, all interest accrued thereon after the commencement of
any insolvency or liquidation proceeding at the rate, including any applicable post-default rate,
specified in the applicable agreement), premium (if any), guarantees of payment, fees,
indemnifications, reimbursements, expenses, damages and other liabilities payable under the
documentation governing any Indebtedness.




          “Indemnified Liabilities” has the meaning set forth in Section 10.05.






25









 








          “Indemnitees” has the meaning set forth in Section 10.05.




          “Independent Financial Advisor” means an accounting, appraisal, investment banking firm or
consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in
the good faith judgment of the Borrower, qualified to perform the task for which it has been
engaged and that is independent of the Borrower and its Affiliates.




          “Information” has the meaning set forth in Section 10.08.




          “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 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, 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 one, two, three or six months thereafter, or if available to each Lender
participating in the Borrowing that includes such Eurodollar Rate Loan, nine or twelve months
thereafter, as selected by the Borrower in its Committed Loan Notice; provided that




          (a) 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;




          (b) 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




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




          “Intermediate Holdco” means Targa Resources Investments Sub Inc., a Delaware corporation.




          “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 or debt or
other securities 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 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 constituting a business unit, line of business or division of such Person. For purposes
of covenant compliance, the amount of any Investment shall be the amount actually invested (which,
in the case of an Investment made with non-cash assets, shall be the fair value





26









 







thereof at the time such Investment is made), without adjustment for subsequent increases or
decreases in the value of such Investment.




          “IP Rights” has the meaning set forth in Section 5.15.




          “IRS” means the United States Internal Revenue Service.




          “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.




          “Lender” means (a) the Persons listed on Schedule 2.01 (other than any such Person that has
ceased to be a party hereto pursuant to an Assignment and Assumption) and (b) any Person that has
become a party hereto pursuant to an Assignment and Assumption.




          “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.




          “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest
of a vendor or a lessor under any conditional sale agreement, capital lease or title retention
agreement (or any financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or
similar right of a third party with respect to such securities.




          “Loan” means (a) a loan made pursuant to Section 2.01 and (b) any increased principal amount
thereof pursuant to Section 2.08.




          “Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Subsidiary
Guaranty, and (iv) the Pledge Agreement.




          “Loan Parties” means, collectively, (a) prior to the Triggering Event, the Borrower,
Intermediate Holdco and any Subsidiary that would be a Subsidiary Guarantor at the time if the
Triggering Event had occurred, and (b) after the Triggering Event, the Borrower, Intermediate
Holdco and each other Subsidiary 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 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




27









 







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 any Loan Document.




          “Maturity Date” means February 9, 2015.




          “Maximum Rate” has the meaning set forth in Section 10.10.




          “Merrill Lynch” means Merrill Lynch Ventures L.P. 2001 and its Affiliates, but not including,
however, any portfolio companies of any of the foregoing.




          “MLP” means any master limited partnership.




          “MLP Extraordinary Distribution” means any dividends or distributions made by a MLP or GP
other than any dividends or distributions out of the operating surplus of such MLP or GP.




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




          “Multiemployer Plan” means any employee benefit plan of the type described in Section
4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make
contributions, or during the preceding five plan years, has made or been obligated to make
contributions.




          “Net Cash Proceeds” means:





     (a) with respect to the Disposition of any asset by the Borrower or any Restricted
Subsidiary or any Casualty Event, the excess, if any, of




          (i) the sum of cash and Cash Equivalents received in connection with such Disposition
or Casualty Event (including any cash or Cash Equivalents received by way of deferred
payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and
when so received and, with respect to any Casualty Event, any insurance proceeds or
condemnation awards in respect of such Casualty Event actually received by or paid to or for
the account of the Borrower or any Restricted Subsidiary, over




          (ii) the sum of (A) the principal amount, premium or penalty, if any, interest and
other amounts on any Indebtedness that is secured by the asset subject to such Disposition
or Casualty Event and that is required to be repaid (and is timely repaid) in connection
with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents),
(B) the out-of-pocket expenses (including attorneys’ fees, investment banking fees, survey
costs, title insurance premiums, and related search and recording charges, transfer taxes,
deed or mortgage recording taxes, other customary expenses and brokerage, consultant and
other customary fees) actually incurred by the Borrower or
such Restricted Subsidiary in connection with such Disposition or Casualty Event, (C)
taxes paid or reasonably estimated to be actually payable in connection therewith, and



28









 







(D) any reserve for adjustment in respect of (x) the sale price of such asset or assets
established in accordance with GAAP and (y) any liabilities associated with such asset or
assets and retained by the Borrower or any Restricted Subsidiary after such sale or other
disposition thereof, including pension and other post-employment benefit liabilities and
liabilities related to environmental, health or safety matters or against any
indemnification obligations associated with such transaction, and




it being understood that “Net Cash Proceeds” shall include any cash or Cash Equivalents (i)
received upon the Disposition of any non-cash consideration received by the Borrower or any
Restricted Subsidiary in any such Disposition and (ii) upon the reversal (without the
satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve
described in clause (D) above or, if such liabilities have not been satisfied in cash and
such reserve is not reversed within three hundred sixty-five (365) days after such
Disposition or Casualty Event, the amount of such reserve; provided that solely for purposes
of determining the Net Cash Proceeds of an Asset Disposition Event (x) no net cash proceeds
calculated in accordance with the foregoing realized in a single transaction or series of
related transactions shall constitute Net Cash Proceeds unless such net cash proceeds shall
exceed $10,000,000 and (y) no such net cash proceeds meeting the requirements of sub-clause
(x) shall constitute Net Cash Proceeds under this clause (a) until the aggregate amount of
all such net cash proceeds shall exceed $25,000,000; and




     (b) with respect to the incurrence or issuance of any Indebtedness by the Borrower or
any Restricted Subsidiary, the excess, if any, of (i) the sum of the cash received in
connection with such incurrence or issuance over (ii) the investment banking fees,
underwriting discounts, commissions, costs and other out-of-pocket expenses and other
customary expenses, incurred by the Borrower or such Restricted Subsidiary in connection
with such incurrence or issuance.



          “Non-Cash Charges” means (a) losses on asset sales, disposals or abandonments, in each case
other than in the ordinary course of business, (b) any impairment charge or asset write-off related
to intangible assets, long-lived assets, and investments in debt and equity securities pursuant to
GAAP, (c) all losses from investments recorded using the equity method, (d) stock-based awards
compensation expense, and (e) other non-cash charges (provided that if any non-cash charges
referred to in this clause (e) represent an accrual or reserve for potential cash items in any
future period, the cash payment in respect thereof in such future period shall be subtracted from
Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid
in a prior period); provided that write-downs and write-offs of receivables shall not be “Non-Cash
Charges”.




          “Non-Consenting Lenders” has the meaning set forth in Section 3.07(c).




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




          “Not Otherwise Applied” means, with reference to any amount of Net Cash Proceeds of any
transaction or event or of Excess Cash Flow, that such amount (a) was not





29









 







applied to prepay the
Loans pursuant to Section 2.05(a), (b) was not required to be applied to prepay the Loans pursuant
to Section 2.05(b), and (c) was not previously applied in determining the permissibility of a
transaction under the Loan Documents where such permissibility was (or may have been) contingent on
receipt of such amount or utilization of such amount for a specified purpose. The Borrower shall
promptly notify the Administrative Agent of any application of such amount as contemplated by (b)
above.




          “Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties
of, any Loan Party and its Subsidiaries arising under any Loan Document or otherwise with respect
to any Loan, 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 or Subsidiary 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. Without limiting the
generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and of
their Subsidiaries to the extent they have obligations under the Loan Documents) include (i) the
obligation (including guarantee obligations) to pay principal, interest, reimbursement obligations,
charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party or
its Subsidiaries under any Loan Document and (ii) the obligation of any Loan Party or any of its
Subsidiaries to reimburse any amount in respect of any of the foregoing that any Lender, in its
sole discretion, may elect to pay or advance on behalf of such Loan Party or such Subsidiary.




          “OpCo” means Targa Resources, Inc., a Delaware corporation and a direct wholly-owned
Subsidiary of Intermediate Holdco.




          “Organization Documents” means, (a) with respect to any corporation, its 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, its
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, its 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” has the meaning set forth in Section 3.01(b).




          “Outstanding Amount” means, on any date, the aggregate principal amount of Loans on such date
after giving effect to any borrowings and prepayments or repayments of Loans.




          “Partially Owned Operating Company” means (a) any Person (i) a portion of the Equity Interests
of which is transferred to an MLP or an MLP Subsidiary by a Loan Party,
(ii) that holds operating assets and (iii) as to which the Borrower or any Restricted
Subsidiary continues to own Equity Interests and (b) any Subsidiary of such Person.





30









 








          “Participant” has the meaning set forth in Section 10.07(e).




          “Pari Passu Indebtedness” means, with respect to the Borrower or any Loan Party, (1) all
Indebtedness of such Person, whether outstanding on the Closing Date or thereafter incurred and (2)
all other Obligations of such Person (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to such Person whether or not post-filing
interest is allowed in such proceeding) in respect of Indebtedness described in clause (1) above,
unless, in the case of clauses (1) and (2), the instrument creating or evidencing the same or
pursuant to which the same is outstanding expressly provides that such Indebtedness or other
Obligations are subordinate in right of payment to the Loans or the Subsidiary Guarantees; provided
that, for the avoidance of doubt, Pari Passu Indebtedness shall include, without limitation, the
Existing Credit Agreement and the Senior Unsecured Notes.




          “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 any Loan Party or any ERISA Affiliate or to which any Loan Party 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 (5) plan years.




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




          “Permitted Date” has the meaning set forth in Section 7.03(p).




          “Permitted Equity Issuance” means any sale or issuance of any Qualified Equity Interests of
the Borrower.




          “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 twenty percent (20%) 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 for purposes of the definition of
“Change of Control” and any calculations specified therein.




          “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(f), such modification,
refinancing, refunding, renewal or extension has a final maturity date equal to or later than the





31









 







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(f), 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 was originally incurred pursuant to
Section 7.03(b), 7.03(q), 7.03(r) 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
Borrower and its Restricted Subsidiaries 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.




          “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
(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.




          “PIK Interest” has the meaning set forth in Section 2.08(a).




          “PIK Margin” means 0.75% per annum.




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




          “Pledge Agreement” means the Pledge Agreement executed by Intermediate Holdco substantially in
the form of Exhibit F.





32









 








          “Post-Acquisition Period” means, with respect to any Permitted Acquisition, the period
beginning on the date such Permitted Acquisition is consummated and ending on the last day of the
sixth full consecutive fiscal quarter immediately following the date on which such Permitted
Acquisition is consummated.




          “Prepayment Premium” has the meaning set forth in Section 2.05(d).




          “Prime Rate” means the rate of interest per annum determined from time to time by Credit
Suisse as its prime rate in effect at its principal office in New York City and notified to the
Borrower.




          “Pro Forma Adjustment” means, for any Test Period that includes all or any part of a fiscal
quarter included in any Post-Acquisition Period, with respect to the Acquired EBITDA of the
applicable Acquired Entity or Business or the Consolidated EBITDA of the Borrower, the pro forma
increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be,
projected by the Borrower in good faith as a result of (a) actions taken during such
Post-Acquisition Period for the purposes of realizing reasonably identifiable and factually
supportable cost savings or (b) any additional costs incurred during such Post-Acquisition Period,
in each case in connection with the combination of the operations of such Acquired Entity or
Business with the operations of the Borrower and the Restricted Subsidiaries; provided that, so
long as such actions are taken during such Post-Acquisition Period or such costs are incurred
during such Post-Acquisition Period, as applicable, it may be assumed, for purposes of projecting
such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the
case may be, that such cost savings will be realizable during the entirety of such Test Period, or
such additional costs, as applicable, will be incurred during the entirety of such Test Period;
provided further that any such pro forma increase or decrease to such Acquired EBITDA or such
Consolidated EBITDA, as the case may be, shall be without duplication for cost savings or
additional costs already included in such Acquired EBITDA or such Consolidated EBITDA, as the case
may be, for such Test Period.




          “Pro Forma Basis”, “Pro Forma Compliance” and “Pro Forma Effect” mean, with respect to
compliance with any test or covenant hereunder, that (A) to the extent applicable, the Pro Forma
Adjustment shall have been made and (B) all Specified Transactions and the following transactions
in connection therewith shall be deemed to have occurred as of the first day of the applicable
period of measurement in such test or covenant: (a) income statement items (whether positive or
negative) attributable to the property or Person subject to such Specified Transaction, (i) in the
case of a Disposition of all or substantially all of the Equity Interests in any Subsidiary of the
Borrower or of any division, product line, or facility used for operations of the Borrower or any
of its Subsidiaries shall be excluded (but, if such Disposition is made to an MLP, then pro forma
effect also shall be given to any additional distributions that would have been made by such MLP),
and (ii) in the case of a Permitted Acquisition or Investment described in the definition of
“Specified Transaction”, shall be included, (b) any retirement of Indebtedness, and (c) any
Indebtedness incurred or assumed by the Borrower or any of the Restricted Subsidiaries in
connection therewith and if such Indebtedness has a floating
or formula rate, shall have an implied rate of interest for the applicable period for purposes
of this definition determined by utilizing the rate which is or would be in effect with respect to
such Indebtedness as at the relevant date of determination; provided that, without limiting the




33









 







application of the Pro Forma Adjustment pursuant to (A) above, the foregoing pro forma adjustments
may be applied to any such test or covenant solely to the extent that such adjustments are
consistent with the definition of “Consolidated EBITDA” and give effect to events (including
operating expense reductions) that are (i) (x) directly attributable to such transaction, (y)
expected to have a continuing impact on the Borrower and the Restricted Subsidiaries and (z)
factually supportable or (ii) otherwise consistent with the definition of “Pro Forma Adjustment”.




          “Pro Rata Share” means, with respect to each 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
Commitments of such Lender (or, following the Closing Date, the aggregate principal amount of Loans
held by such Lender) at such time and the denominator of which is the amount of the Aggregate
Commitments (or, following the Closing Date, the aggregate principal amount of all outstanding
Loans) at such time; provided that if the Commitments have been terminated and the Loans repaid,
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 repayment and after giving effect to any
subsequent assignments made pursuant to the terms hereof.




          “Projections” has the meaning set forth in Section 6.01(c).




          “Qualified Equity Interests” means any Equity Interests 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).




          “Register” has the meaning set forth in Section 10.07(d).




          “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the
regulations issued thereunder with respect to a Pension Plan, other than events for which the
thirty (30) day notice period has been waived.




          “Required Lenders” means, as of any date of determination, Lenders having more than 50% of the
sum of the (a) Total Outstandings and (b) aggregate unused Commitments; provided that the unused
Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting
Lender shall be excluded for purposes of making a determination of Required Lenders.




          “Reserved Prepayment Amount” means, at any time, an amount equal to (a) the portion, if any,
of the Available Amount at such time that is attributable to Net Cash Proceeds of Asset Disposition
Events either (i) received prior to the Triggering Event and that would have
been required to be applied to make a mandatory prepayment pursuant to Section 2.05(b)(ii) if
the Triggering Event had occurred prior to such Asset Disposition Event or (ii) on or after the
Triggering Event and that would have been applied to make a mandatory prepayment pursuant to
Section 2.05(b)(ii) but were not because of the last proviso to such Section, minus (b) the






34









 







amount,
if any, of the Reserved Prepayment Amount that, prior to such time, shall have been offered to
prepay Loans as contemplated by Section 2.05(a)(ii), provided that such offer shall have been
completed and any Loans of Accepting Lenders shall have been paid with such amount.




          “Responsible Officer” means the chief executive officer, president, vice president, chief
financial officer, treasurer or assistant treasurer or other similar officer of a Loan Party and,
as to any document delivered on the Closing Date, any secretary or assistant secretary of a Loan
Party. 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 the Borrower or any Restricted 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, defeasance, acquisition,
cancellation or termination of any such Equity Interest, or on account of any return of capital to
the Borrower’s or any Restricted Subsidiary’s stockholders, partners or members (or the equivalent
Persons thereof).




          “Restricted Subsidiary” means any Subsidiary of the Borrower other than an Unrestricted
Subsidiary; provided that, unless it has been designated as an Unrestricted Subsidiary pursuant to
Section 6.17, any Partially Owned Operating Company that is a Subsidiary will be a Restricted
Subsidiary solely for purposes of Sections 7.01, 7.02, 7.03, 7.04, 7.05, 7.06 and 7.07 (and shall
be deemed to be an Unrestricted Subsidiary for all other purposes).




          “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.,
and any successor thereto.




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




          “Secured Indebtedness” means Funded Debt of a Loan Party secured by a Lien on the assets of a
Loan Party.




          “Secured Leverage Ratio” means, on any date of measurement, the ratio of (a) secured Funded
Debt of the Borrower and the Restricted Subsidiaries (other than the Loans) outstanding on such
date (giving effect to any incurrence or repayment of Funded Debt then being made), determined on a
consolidated basis in accordance with GAAP, minus (i) unencumbered cash and Cash Equivalents and
(ii) cash and Cash Equivalents on which there is a Lien securing such Funded Debt, on the
applicable date of measurement, to (b) Consolidated
EBITDA for the Test Period, determined on a Pro Forma Basis if any Specified Transaction
occurred during such Test Period or thereafter.




          “Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the
Lenders, any Supplemental Agents and each co-agent or sub-agent appointed by the Administrative
Agent or Collateral Agent from time to time pursuant to Section 9.01(b).






35









 








          “Securities Act” means the Securities Act of 1933.




          “Senior Unsecured Notes” means OpCo’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 on the Closing Date or any business that is similar, reasonably related, incidental or
ancillary thereto, including, for the avoidance of doubt, the gathering, processing, storing,
transportation and marketing of oil, natural gas, natural gas liquids and related products.




          “Sold Entity or Business” has the meaning set forth in the definition of “Consolidated
EBITDA”.




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




          “SPC” has the meaning set forth in Section 10.07(g).




          “Specified Transaction” means, with respect to any period, any Investment, Disposition
(including a Disposition to an MLP), incurrence or repayment of Indebtedness, Restricted Payment or
Subsidiary designation that by the terms of this Agreement requires “Pro Forma Compliance” with a
test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma
Basis”.




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




          “Statutory Reserves” means a fraction (expressed as a decimal), the numerator of which is the
number one and the denominator of which is the number one minus the aggregate of the maximum
reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the FRB and any other banking authority,
domestic or foreign, to which the Administrative Agent or any Lender (including any branch,
Affiliate, or other fronting office making or holding a Loan) is subject for Eurocurrency
Liabilities (as defined in Regulation D of the FRB). Eurodollar Loans shall be deemed to
constitute Eurocurrency Liabilities as defined in Regulation D of the FRB) and to be subject to
such reserve requirements without benefit of or credit for proration, exemptions or offsets that
may be available from time to time to any Lender under such Regulation D. Statutory Reserves





36









 







shall
be adjusted automatically on and as of the effective date of any change in any reserve percentage.




          “Stub Period” means the period of time commencing on July 1, 2007 and ending on December 31,
2007.




          “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, or the management of which is otherwise controlled, directly, or
indirectly through one or more intermediaries, or both, by such Person. Unless otherwise
specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary
or Subsidiaries of the Borrower.




          “Subsidiary Guarantees” has the meaning set forth in the definition of “Collateral and
Guarantee Requirement”.




          “Subsidiary Guarantor” has the meaning set forth in the definition of “Collateral and
Guarantee Requirement”.




          “Subsidiary Guaranty” means, collectively, (a) the Subsidiary Guarantees made by the
Intermediate Holdco and, upon and after the Triggering Event, the other Subsidiary Guarantors,
substantially in the form of Exhibit E and (b) each other guaranty and guaranty supplement
delivered pursuant to Section 6.11.




          “Successor Company” has the meaning set forth in Section 7.04(d).




          “Supplemental Agent” has the meaning set forth in Section 9.13 and “Supplemental Agents” shall
have the corresponding meaning.




          “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, 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.





37









 








          “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 (other than a Back-to-Back Swap Contract), (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 mark-to-market value(s) for such Swap Contracts, as determined based
upon one or more mid-market or other readily available quotations provided by any recognized dealer
in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).




          “Syndication Agent” means Deutsche Bank Securities, Inc., as Syndication Agent under this
Agreement.




          “Taxes” has the meaning set forth in Section 3.01(a).




          “Test Period” means, for any determination under this Agreement, the most recent period of
four consecutive fiscal quarters for which financial statements of the Borrower have been delivered
pursuant to Section 6.01(b).




          “Threshold Amount” means $40,000,000.




          “Total Leverage Ratio” means, on any date of measurement, the ratio of (a) Funded Debt of the
Borrower and the Restricted Subsidiaries (and the Borrower’s and the Restricted Subsidiaries’ pro
rata share of the Indebtedness of the Existing JVs (other than with respect to any Existing JV that
is the subject of an Existing JV Default, which Existing JV Default shall have occurred and be
continuing on the date of determination)) outstanding on such date (giving effect to any incurrence
or repayment of Funded Debt then being made), 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), minus all (i) unencumbered
cash and Cash Equivalents and (ii) cash and Cash Equivalents on which there is a Lien securing such
Funded Debt of the Borrower and the Restricted Subsidiaries or such Indebtedness of an Existing JV,
as applicable, on the applicable date of measurement, to (b) Consolidated EBITDA for the Test
Period, determined on a Pro Forma Basis if any Specified Transaction occurred during such Test
Period or thereafter.




          “Total Outstandings” means the aggregate Outstanding Amount of all Loans.




          “Transaction” means, collectively, (a) the Equity Distribution, (b) the execution and delivery
of the Loan Documents and the funding of the Loans on the Closing Date, (c) the consummation of any
other transactions in connection with the foregoing, and (d) the payment of the fees and expenses
(including the Transaction Expenses) incurred in connection with any of the foregoing.




          “Transaction Expenses” means any fees or expenses incurred or paid by the Borrower or any
Restricted Subsidiary in connection with the Transaction, this Agreement and the other Loan
Documents and the transactions contemplated hereby and thereby.





38









 








          “Treasury Rate” means, as of any date of prepayment, the yield to maturity as of such
prepayment date of United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15 (519) that has become
publicly available at least two business days prior to the date of such prepayment (or, if such
Statistical Release is no longer published, any publicly available source of similar market data))
most nearly equal to the period from the date of such prepayment to August 9, 2009.




          “TRERO Contribution” means any contribution to the Targa Resources Employee Relief
Organization, a foundation formed for the purpose of providing assistance or other relief to
employees of the Loan Parties in response to disasters and emergency hardships.




          “Triggering Event” means (a) the Guarantee by the Subsidiary Guarantors (other than
Intermediate Holdco) of the Obligations pursuant to the Subsidiary Guaranty, which shall occur at
the option of, and in the absolute and sole discretion of, the Borrower at any time after the
repayment in full of all obligations under the Existing Term Loan Facility and (b) the delivery by
the Loan Parties to the Administrative Agent of (i) their executed counterparts to supplements to
the Subsidiary Guaranty and (ii) evidence that all other customary actions taken in connection with
such Guarantee, including delivery of customary legal opinions, that the Administrative Agent may
deem reasonably necessary to demonstrate the due authorization, execution and delivery of
supplements to the Subsidiary Guaranty, shall have been taken, completed or otherwise provided for
in a manner reasonably satisfactory to the Administrative Agent.




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




          “Unaudited Financial Statements” means (a) the unaudited consolidated balance sheet of OpCo
and its Subsidiaries as of March 31, 2007, (b) the related unaudited consolidated statements of
income, stockholders’ equity and cash flows for OpCo and its Subsidiaries for the three month
period ended March 31, 2007, (c) the unaudited consolidated balance sheet of the Borrower and its
Subsidiaries as of March 31, 2007 and (d) the related unaudited consolidated statements of income,
stockholders’ equity and cash flows for the Borrower and its Subsidiaries for the three month
period ended March 31, 2007.




          “Uniform Commercial Code” 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.




          “Unrestricted Subsidiary” means (i) each Existing JV and each other Subsidiary of the Borrower
listed on Schedule 1.01A, (ii) any Subsidiary of the Borrower designated by the board of directors
of the Borrower as an Unrestricted Subsidiary pursuant to Section 6.17 (or that
becomes an Unrestricted Subsidiary pursuant to Section 6.17(b)) subsequent to the date hereof,
(iii) any Subsidiary that is an MLP and each direct or indirect Subsidiary of such MLP, and (iv)
any Subsidiary that is a GP or any direct or indirect Subsidiary of such GP, unless the Borrower





39









 







notifies the Administrative Agent that it elects pursuant to Section 6.17 to treat such GP or
Subsidiary as a Restricted Subsidiary hereunder; provided that (a) any Subsidiary of an
Unrestricted Subsidiary shall be an Unrestricted Subsidiary and (b) neither Intermediate Holdco nor
OpCo shall be an Unrestricted Subsidiary.




          “USA PATRIOT Act” has the meaning set forth in Section 10.20.




          “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.




          “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the
number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) 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 (b) the number of years
(calculated to the nearest one-twelfth) that will elapse between such date and the making of such
payment; by (ii) the then outstanding principal amount of such Indebtedness.




          “wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person
all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and
(y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such
Person and/or by one or more wholly owned Subsidiaries of such Person.




     SECTION 1.02 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 meanings of defined terms are equally applicable to the singular and plural forms of
the defined terms.




     (b)




          (i) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import
when used in any Loan Document shall refer to such Loan Document as a whole and not to any
particular provision thereof.




          (ii) Article, Section, Exhibit and Schedule references are to the Loan Document in
which such reference appears.




          (iii) The term “including” is by way of example and not limitation.




          (iv) The term “documents” includes any and all instruments, documents, agreements,
certificates, notices, reports, financial statements and other writings, however evidenced,
whether in physical or electronic form.



          (c) 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”.





40









 








          (d) 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.




          (e) The words “asset” and “property” shall be construed as having 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.




          (f) Any reference herein to any Person shall be construed to include such Person’s successors
and assigns (subject to any restrictions on such assignments set forth herein).




     SECTION 1.03 Accounting Terms. 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, except as otherwise specifically prescribed herein; provided,
however, that if the Borrower notifies the Administrative Agent that the Borrower requests an
amendment to any provision hereof to eliminate the effect of any change occurring after the Closing
Date in GAAP (or in the application thereof) on the computation of a financial ratio or other
financial calculation required pursuant to this Agreement (or if the Administrative Agent notifies
the Borrower that the Required Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such change in GAAP or in
the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect
and applied immediately before such change shall have become effective until such notice shall have
been withdrawn or such provision amended in accordance herewith.



     SECTION 1.04 Rounding. Any financial ratios required to be maintained by the Borrower
pursuant to this Agreement (or required to be satisfied in order for a specific action to be
permitted under 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 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, supplementing or interpreting such Law.



     SECTION 1.06 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 1.07 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



41









 







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. Subject to the terms and conditions set forth herein, each
Lender severally agrees to make to the Borrower a single loan denominated in Dollars in an
aggregate principal amount equal to such Lender’s Commitment on the Closing Date. Amounts borrowed
under this Section 2.01 and repaid or prepaid may not be reborrowed. Loans may be Base Rate Loans
or Eurodollar Rate Loans, as further provided herein.



     SECTION 2.02 Borrowings, Conversions and Continuations of Loans. (a) Each
Borrowing, each conversion of 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 12:30 p.m. (i) 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) on the requested date of any Borrowing of Base Rate Loans; 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 noon (or such later time as agreed to by the Administrative Agent) on the Closing
Date (but any such notice requesting a Borrowing of Eurodollar Rate Loans on the Closing Date must
request an Interest Period of one month’s duration). 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 written Committed Loan 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. Each
Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a
whole multiple of $500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or
written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of 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
Committed Loan 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 (unless the Loan being
continued is a Eurodollar Rate Loan, in which case it shall be continued as a Eurodollar Rate Loan
with an Interest Period of one month). Any such automatic
conversion to Base Rate Loans or continuation as Eurodollar 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 Committed Loan Notice, but fails to specify an Interest Period, it will be
deemed to have specified an Interest Period of one (1) month.



42









 





          (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly
notify each Lender of the amount of its Pro Rata Share of the Loans, 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 continuation described in
Section 2.02(a). In the case of each Borrowing, 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 1:00 p.m. on the Business Day specified in the applicable Committed Loan
Notice. Upon satisfaction of the applicable conditions set forth in 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 wire transfer of such funds, in each case in
accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by
the Borrower.




          (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 Required Lenders may require that no Loans may be 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 of
such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be
conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the
Administrative Agent shall notify the Borrower and the Lenders of any change in the 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 seven (7)
Interest Periods in effect.




          (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 Intentionally Omitted.



     SECTION 2.04 Intentionally Omitted.



     SECTION 2.05 Prepayments. (a) Optional. (i) The Borrower may, upon notice to
the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or
in part, without premium, penalty, surcharge or fee (but subject to Section 3.05 and the
payment of any Prepayment Premium pursuant to Section 2.05(d)); provided that (1) such notice must
be received by the Administrative Agent not later than 1:30 p.m. (A) three (3) Business Days prior
to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate
Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of



43









 







$5,000,000 or
a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall
be in a principal amount of $1,000,000 or a whole multiple of $500,000 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 Type(s) of Loans to be prepaid. The
Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of
the amount of such Lender’s Pro Rata Share of such prepayment. The Borrower shall make such
prepayment and the payment amount specified in such notice shall be due and payable on the date
specified therein. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be paid to
the Lenders in accordance with their respective Pro Rata Shares.




          (ii) The Borrower may, upon notice to the Administrative Agent, at any time or from
time to time, offer to prepay the Loans in whole or in part utilizing the Reserved
Prepayment Amount. Notwithstanding the foregoing, so long as any Loans are outstanding, any
Lender may elect, by notice to the Administrative Agent at or prior to the time and in the
manner specified by the Administrative Agent, prior to any prepayment of Loans made by the
Borrower pursuant to this Section 2.05(a)(ii), to decline all (but not a portion) of its Pro
Rata Share of such prepayment.




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



          (b) Mandatory. (i) [Intentionally Omitted].





          (ii) (A) After the Triggering Event, if the Borrower or any Restricted Subsidiary
realizes or receives any Net Cash Proceeds in respect of any Asset Disposition Event, then
on or prior to the date which is ten (10) Business Days after the date of the realization or
receipt of such Net Cash Proceeds (or such longer period, not exceeding 60 days, as shall be
necessary to comply with Section 2.05(b)(iv) below) the Borrower shall apply a percentage of
such Net Cash Proceeds set forth below to the prepayment (in compliance with Section
2.05(b)(iv) below) of the Loans and, to the extent provided in Section 2.05(b)(iv), Pari
Passu Indebtedness. The percentage of Net Cash Proceeds to be so applied will equal the
percentage set forth in the table below (with Total Leverage Ratios measured after giving
Pro Forma Effect to such Asset Disposition Event and such prepayment) of all such Net Cash
Proceeds realized or received; provided that no such prepayment shall be required pursuant
to this Section 2.05(b)(ii)(A) with respect to any such portion of such Net Cash Proceeds
that the Borrower shall have, on or prior to such date, given written notice to the
Administrative Agent of its intent either (a) to make a Permitted Reinvestment or (b) to
make a payment on Secured Indebtedness, in each case, in accordance with Section
2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is
then continuing); provided further that no such
prepayment shall be required to the extent a Restricted Subsidiary is prohibited from
making such a prepayment by the terms of the Existing Credit Agreement, the Senior Unsecured
Notes, and any Permitted Refinancing of the foregoing; provided further, that for purposes
of the table below, if a Financial Statement Delivery Default shall exist at



44









 







the applicable
time of measurement, the Total Leverage Ratio shall be deemed to be greater than 6.00:1.



	 	 	 	 	 
	Total Leverage Ratio	 	Percentage
	Greater than 6.00:1
	 	 	100	%
	 
	 	 	 	 
	Less than or equal to 6.00:1 and greater than 5.00:1
	 	 	50	%
	 
	 	 	 	 
	Less than or equal to 5.00:1 and greater than 4.50:1
	 	 	25	%
	 
	 	 	 	 
	Less than or equal to 4.50:1
	 	 	0	%







(B) With respect to any prepayments required pursuant to Section 2.05(b)(ii)(A), the amount
of such prepayment shall be reduced, at the option of the Borrower, by:




          (1) applying all or any portion of such Net Cash Proceeds to make a Permitted
Reinvestment within (x) fifteen (15) 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 fifteen (15) months following receipt thereof, within
twenty one (21) months of the date of receipt of such Net Cash Proceeds; provided
that, within five (5) Business Days after (1) the last date on which such a
Permitted Reinvestment may be made or (2) the date on which the Borrower reasonably
determines that such Net Cash Proceeds are no longer intended to be or cannot be
reinvested in accordance with the this clause (B)), the Borrower shall cause
prepayments to be made with any Net Cash Proceeds that have not been used to make a
Permitted Reinvestment prior to such date, as set forth in (A) above; and




          (2) within five (5) Business Days of the receipt of such Net Cash Proceeds,
applying all or any portion of such Net Cash Proceeds toward the prepayment of
Secured Indebtedness of a Loan Party (and if such Indebtedness is revolving debt, to
make a permanent reduction in commitments with respect thereto).




          (iii) If the Borrower, Intermediate Holdco or, at any time following the Triggering
Event, any other Restricted Subsidiary receives any Net Cash Proceeds in respect of the
incurrence or issuance of any Indebtedness not expressly permitted to be incurred or issued
pursuant to Section 7.03, 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 to be made (in
compliance with Section 2.05(b)(iv) below) in an amount equal to 100% of all Net Cash
Proceeds received therefrom.



45









 






          (iv) (A) Subject to paragraph (vii) below and (iv)(B) below, each prepayment required
pursuant to either of paragraphs (ii) and (iii) of this Section 2.05(b) shall be applied, to
prepay the outstanding principal amount of any Loans of Accepting Lenders. Each prepayment
of Loans pursuant to this Section 2.05(b) shall be paid to the Accepting Lenders on a pro
rata basis based on the Outstanding Amount of all Loans held by the Accepting Lenders.




     (B) The Borrower may, in connection with any mandatory prepayment pursuant to Section
2.05(b)(ii)(A), within 60 days after receipt of the applicable Net Cash Proceeds, make a
prepayment, redemption or offer to prepay or redeem any Pari Passu Indebtedness the terms of
which require such a prepayment, redemption or offer with such Net Cash Proceeds. The
principal amount of any such Pari Passu Indebtedness so prepaid or redeemed shall count
towards satisfaction of the prepayment requirements of Section 2.05(b)(ii); provided
that, if the sum of the aggregate principal amount of Loans of Accepting Lenders and the
aggregate principal amount of Pari Passu Indebtedness so to be prepaid or redeemed exceeds
the amount of the required prepayment, the Loans of Accepting Lenders to be prepaid shall
not be less than their pro rata share of the total prepayments and redemptions.




          (v) The Borrower shall notify the Administrative Agent in writing of any mandatory
prepayment required to be made pursuant to paragraphs (ii) and (iii) of this Section 2.05(b)
at least three (3) Business Days prior to the date of such prepayment. Each such notice
shall specify the date of such prepayment and provide a reasonably detailed calculation of
the amount of such prepayment. The Administrative Agent will promptly notify each Lender of
the contents of the Borrower’s prepayment notice and of such Lender’s Pro Rata Share of the
prepayment.




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




          (vii) Notwithstanding the foregoing, so long as any Loans are outstanding, any Lender
may elect, by notice to the Administrative Agent at or prior to the time and in the manner
specified by the Administrative Agent, prior to any mandatory prepayment of Loans required
to be made by the Borrower pursuant to this Section 2.05(b), to decline all (but not a
portion) of its Pro Rata Share of such prepayment.



46









 





          (c) Interest, Funding Losses, Etc. All prepayments under this Section 2.05 shall be
accompanied by all accrued interest thereon, together with, in the case of any such prepayment of a
Eurodollar Rate Loan on a date other than the last day of an Interest Period therefor, any amounts
owing in respect of such Eurodollar Rate Loan pursuant to Section 3.05.




          (d) Prepayment Premium.





          (i) In the event that the Loans are prepaid in whole or in part pursuant to Section
2.05(a) after February 9, 2008, the Borrower shall pay to the Lenders a prepayment fee (the
“Prepayment Premium”) on the principal amount of such Loans so prepaid as follows:



	 	 	 	 	 
	 	 	Prepayment Fee as a Percentage of
	Period After the Closing Date:
	 	the Principal Amount Prepaid:
	After February 9, 2008, but before
August 9, 2009:
	 	 	0.00	%
	 
	 	 	 	 
	On or after August 9, 2009, but
before August 9, 2010:
	 	 	2.00	%
	 
	 	 	 	 
	On or after August 9 2010, but
before August 9, 2011:
	 	 	1.00	%
	 
	 	 	 	 
	On or after August 9, 2011:
	 	 	0.00	%







          (ii) In the event that the Loans are prepaid in whole or in part pursuant to Section
2.05(a) on or prior to February 9, 2008, the Borrower shall pay to the Lenders a prepayment
fee equal to Applicable Premium.



     SECTION 2.06 Termination of Commitments. The Commitment of each Lender shall be
automatically and permanently reduced to $0 upon the making of such Lender’s Loans pursuant to
Section 2.01.



     SECTION 2.07 Repayment of Loans. The Borrower shall repay to the Administrative
Agent for the ratable account of the Lenders on the Maturity Date the entire aggregate principal
amount of all Loans outstanding on such date.



     SECTION 2.08 Interest. (a) Interest on the Loans will be payable, at the
Borrower’s election: (x) entirely in cash (“Cash Interest”), upon notice to the Administrative
Agent not later than 12:00 p.m. on the date that is 5 Business Days prior to the date an interest
payment is due, (y) entirely by increasing the principal amount of the outstanding Loans (“PIK
Interest”), upon notice to the Administrative Agent not later than 12:00 noon on the date an
interest payment is due or (z) 50% as Cash Interest and 50% as PIK Interest, upon notice to the
Administrative Agent not later than 12:00 p.m. on the date that is 5 Business Days prior to the
date an interest payment is due; provided that, upon any payment of principal in respect of the
Loans (whether at maturity, upon voluntary or mandatory prepayment, or upon or after acceleration
of Loans due to an Event of Default, or otherwise), accrued and unpaid interest payable on the
principal so paid



47









 







must be paid as Cash Interest. In the event that the Borrower fails to notify
the Administrative Agent of its election by the time required pursuant to the preceding sentence
(or elects to pay Cash Interest but does not in fact pay such Cash Interest as and when due), then, unless the
Borrower actually pays Cash Interest in the amount required by the time and on the relevant date
that interest is due, it shall be deemed to have elected to pay PIK Interest, subject to the
foregoing proviso.




          (i) Subject to the provisions of Section 2.08(b), (A) each Eurodollar Rate Loan 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,
and (B) each Base Rate 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; provided that, in the case of any interest payment made after the date of
the Triggering Event, to the extent such interest payment is made as PIK Interest, the
Applicable Rate for the period from and including the date of the Triggering Event shall be
increased by the PIK Margin.




          (ii) Each interest payment in respect of any Borrowing that is made as PIK Interest
shall be made by increasing each Lender’s Loan included in such Borrowing by such Lender’s
pro rata share of such PIK Interest, effective on the date that such interest is due. PIK
Interest shall be treated as additional principal of the Loans for all purposes of the Loan
Documents, and interest shall accrue thereon from and including the date that the principal
amount of the Loans is increased by such PIK Interest.



          (b) At the request of the Required Lenders, the Borrower shall pay interest on past due
amounts hereunder at a fluctuating interest rate per annum equal to the Default Rate to the fullest
extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including
interest on past due interest) shall be due and payable upon demand. Interest payable pursuant to
this paragraph (b) must be paid as Cash Interest.




          (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. The Borrower shall pay to the Agents 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 (except as
expressly agreed between the Borrower and the applicable Agent).



     SECTION 2.10 Computation of Interest and Fees. All computations of interest for Base
Rate Loans when the Base Rate is determined by reference to the Prime Rate shall be made on the
basis of a year of three hundred sixty-five (365) days and actual days elapsed. All other
computations of fees and interest shall be made on the basis of a three hundred sixty (360) day
year and actual days elapsed. 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



48









 







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 (1) 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 Indebtedness. (a) The Loans made by each Lender shall
be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or
more entries in the Register maintained by the Administrative Agent, acting solely for purposes of
Treasury Regulation Section 5f.103-1(c), as agent for the Borrower, in each case in the ordinary
course of business. The accounts or records maintained by the Administrative Agent and each Lender
shall be prima facie evidence absent manifest error of the amount of the Loans 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 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 payable to such Lender, 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) Entries made in good faith by the Administrative Agent in the Register pursuant to Section
2.11(a), and by each Lender in its account or accounts pursuant to Section 2.11(a), shall be prima
facie evidence of the amount of principal and interest due and payable or to become due and payable
from the Borrower to, in the case of the Register, each Lender and, in the case of such account or
accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error;
provided that the failure of the Administrative Agent or such Lender to make an entry, or any
finding that an entry is incorrect, in the Register or such account or accounts shall not limit or
otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents.




     SECTION 2.12 Payments Generally. (a) 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 Pro Rata Share (or other applicable share as provided herein) 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 continue to accrue.



          (b) 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





49









 







extension of time shall be
reflected in computing interest or fees, as the case may be; provided that, if such extension would
cause payment of interest on or principal of Eurodollar Rate Loans
to be made in the next succeeding calendar month, such payment shall be made on the
immediately preceding Business Day.




          (c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date
any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower
or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume
that the Borrower or such Lender, as the case may be, has timely made such payment and may (but
shall not be so required to), in reliance thereon, make available a corresponding amount to the
Person entitled thereto. If and to the extent that such payment was not in fact made to the
Administrative Agent in immediately available funds, then:





          (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand
repay to the Administrative Agent the portion of such assumed payment that was made
available to such Lender in immediately available funds, together with interest thereon in
respect of each day from and including the date such amount was made available by the
Administrative Agent to such Lender to the date such amount is repaid to the Administrative
Agent in immediately available funds at the Federal Funds Rate from time to time in effect;
and




          (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand
pay to the Administrative Agent the amount thereof in immediately available funds, together
with interest thereon for the period from the date such amount was made available by the
Administrative Agent to the Borrower to the date such amount is recovered by the
Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal
Funds Rate from time to time in effect. When such Lender makes payment to the
Administrative Agent (together with all accrued interest thereon), then such payment amount
(excluding the amount of any interest which may have accrued and been paid in respect of
such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing.
If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand
therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the
Borrower shall pay such amount to the Administrative Agent, together with interest thereon
for the Compensation Period at a rate per annum equal to the rate of interest applicable to
the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its
obligation to fulfill its Commitment or to prejudice any rights which the Administrative
Agent or the Borrower may have against any Lender as a result of any default by such Lender
hereunder.



          A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount
owing under this Section 2.12(c) shall be conclusive, absent manifest error.




          (d) If any Lender makes available to the Administrative Agent funds for a Loan to be made by
such Lender as provided in the foregoing provisions of this Article 2, and such funds are not made
available to the Borrower by the Administrative Agent because the conditions to the Loan set forth
in Article 4 are not satisfied or waived in accordance with the







50









 







terms hereof, the Administrative
Agent shall return such funds (in like funds as received from such Lender) to such Lender, without
interest.




          (e) The obligations of the Lenders hereunder to make Loans are several and not joint. The
failure of any Lender to make any Loan 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.




          (f) 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.




          (g) Whenever any payment received by the Administrative Agent under this Agreement or any of
the other Loan Documents is insufficient to pay in full all amounts due and payable to the
Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan
Documents on any date, such payment shall be distributed by the Administrative Agent and applied by
the Administrative Agent and the Lenders in the order of priority set forth in Section 8.04. If
the Administrative Agent receives funds for application to the Obligations of the Loan Parties
under or in respect of the Loan Documents under circumstances for which the Loan Documents do not
specify the manner in which such funds are to be applied, the Administrative Agent may, but shall
not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such
Lender’s Pro Rata Share of the Outstanding Amount of all Loans outstanding at such time, in
repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such
Lender.




     SECTION 2.13 Sharing of Payments. If, other than as expressly provided elsewhere
herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary,
involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable
share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the
Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in
the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess
payment in respect of such Loans or such participations, as the case may be, pro rata with each of
them; provided that if all or any portion of such excess payment is thereafter recovered from the
purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to
any settlement entered into by the purchasing Lender in its discretion), such purchase shall to
that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase
price paid therefor, together with an amount equal to such paying Lender’s ratable share (according
to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total
amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by
the purchasing Lender in respect of the total amount so recovered, without further interest
thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender
may, to the fullest extent permitted by applicable Law, exercise all its rights of payment
(including the right of setoff, but subject to Section 10.09) with respect to such participation as
fully as if such Lender were the direct creditor of the Borrower in the amount of such
participation. The Administrative Agent will keep records (which shall be conclusive and binding
in the absence of manifest error) of participations purchased under this Section 2.13 and will in
each case notify the Lenders following any such





51









 







purchases or repayments. Each Lender that
purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the
right to give all notices, requests, demands, directions and other communications under this
Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were the original
owner of the Obligations purchased.




ARTICLE III.




Taxes, Increased Costs Protection and Illegality



     SECTION 3.01 Taxes. (a) Except as provided in this Section 3.01, any and all
payments by the Borrower to or for the account of any Agent or any Lender under any Loan Document
shall be made free and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all
liabilities (including additions to tax, penalties and interest) with respect thereto, excluding,
in the case of each Agent and each Lender, taxes imposed on or measured by its net income or
overall gross income (including branch profits), and franchise (and similar) taxes imposed on it in
lieu of net income taxes, by the jurisdiction (or any political subdivision thereof) under the Laws
of which such Agent or such Lender, as the case may be, is organized or maintains a Lending Office,
and all liabilities (including additions to tax, penalties and interest) with respect thereto (all
such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or
similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall
be required by any Laws to deduct any Taxes or Other Taxes from or in respect of any sum payable
under any Loan Document to any Agent or any Lender, (i) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions applicable to
additional sums payable under this Section 3.01), each of such Agent and such Lender receives an
amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower
shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant
taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty
(30) days after the date of such payment (or, if receipts or evidence are not available within
thirty (30) days, as soon as possible thereafter), the Borrower shall furnish to such Agent or
Lender (as the case may be) the original or a certified copy of a receipt evidencing payment
thereof to the extent such a receipt is issued therefor, or other written proof of payment thereof
that is reasonably satisfactory to the Administrative Agent. If the Borrower fails to pay any
Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to any Agent or
any Lender the required receipts or other required documentary evidence, the Borrower shall
indemnify such Agent and such Lender for any incremental taxes, interest or penalties that may
become payable by such Agent or such Lender arising out of such failure.




          (b) In addition, the Borrower agrees to pay any and all present or future stamp, court or
documentary taxes and any other excise, property, intangible or mortgage recording taxes or charges
or similar levies which arise from any payment made under any Loan Document or from the execution,
delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan
Document (hereinafter referred to as “Other Taxes”).




          (c) The Borrower agrees to indemnify each Agent and each Lender for (i) the full amount of
Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted





52









 






by any jurisdiction
on amounts payable under this Section 3.01) paid by such Agent and such Lender and (ii) any
liability (including additions to tax, penalties, interest and expenses) arising therefrom or with
respect thereto, in each case whether or not such Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority; provided such
Agent or Lender, as the case may be, provides the Borrower with a written statement thereof setting
forth in reasonable detail the basis and calculation of such amounts. Payment under this Section
3.01(c) shall be made within thirty (30) days after the date such Lender or such Agent makes a
demand therefor.



          (d) The Borrower shall not be required pursuant to this Section 3.01 to pay any additional
amount to, or to indemnify, any Lender or Agent, as the case may be, to the extent that such Lender
or such Agent becomes subject to Taxes subsequent to the Closing Date (or, if later, the date such
Lender or Agent becomes a party to this Agreement) as a result of a change in the place of
organization of such Lender or Agent or a change in the Lending Office of such Lender, except to
the extent that any such change is requested or required in writing by the Borrower (and provided
that nothing in this clause (d) shall be construed as relieving the Borrower from any obligation to
make such payments or indemnification in the event of a change in Lending Office or place of
organization that precedes a change in Law to the extent such Taxes result from a change in Law).




          (e) Notwithstanding anything else herein to the contrary, if a Lender or an Agent is subject
to withholding tax imposed by the United States or any jurisdiction in the United States at a rate
in excess of zero percent at the time such Lender or such Agent, as the case may be, first becomes
a party to this Agreement, such withholding tax at a rate imposed at such time shall be considered
excluded from Taxes unless and until such Lender or Agent, as the case may be, provides the
appropriate forms certifying that a lesser rate applies, whereupon withholding tax at such lesser
rate only shall be considered excluded from Taxes for periods governed by such forms; provided
that, if at the date of the Assignment and Acceptance pursuant to which a Lender becomes a party to
this Agreement, the Lender assignor was entitled to payments under clause (a) of this Section 3.01
in respect of withholding tax with respect to interest paid at such date, then, to such extent, the
term Taxes shall include (in addition to withholding taxes that may be imposed in the future or
other amounts otherwise includable in Taxes) withholding tax, if any, applicable with respect to
the Lender assignee on such date.




          (f) If any Lender or Agent determines, in its reasonable discretion, that it has received a
refund in respect of any Taxes or Other Taxes as to which indemnification or additional amounts
have been paid to it by the Borrower pursuant to this Section 3.01, it shall promptly remit such
refund (but only to the extent of indemnity payments made, or additional amounts paid, by the
Borrower under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such
refund plus any interest included in such refund by the relevant taxing authority attributable
thereto) to the Borrower, net of all out-of-pocket expenses of the Lender or Agent, as the case may
be and without interest (other than any interest paid by the relevant taxing authority with respect
to such refund); provided that the Borrower, upon the request of the Lender or Agent, as the case
may be, agrees promptly to return such refund to such party in the event such party is required to
repay such refund to the relevant taxing authority. Such Lender or Agent, as the case may be,
shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or
other evidence of the requirement to repay such refund received





53









 







from the relevant taxing authority
(provided that such Lender or Agent may delete any information therein that such Lender or Agent
deems confidential). Nothing herein contained shall interfere with the right of a Lender or Agent
to arrange its tax affairs in whatever manner it
thinks fit nor oblige any Lender or Agent to claim any tax refund or to make available its tax
returns or disclose any information relating to its tax affairs or any computations in respect
thereof or require any Lender or Agent to do anything that would prejudice its ability to benefit
from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled.




          (g) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of
Section 3.01(a), (c) or (h) with respect to such Lender it will, if requested by the Borrower, use
commercially reasonable efforts (subject to such Lender’s overall internal policies of general
application and legal and regulatory restrictions) to designate another Lending Office for any Loan
affected by such event; provided that such efforts are made on terms that, in the reasonable
judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material
economic, legal or regulatory disadvantage, and provided further that nothing in this Section
3.01(g) shall affect or postpone any of the Obligations of the Borrower or the rights of such
Lender pursuant to Section 3.01(a), (c) or (h).




     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, 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 promptly, 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 and all amounts due, if any, in connection with such
prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending
Office if such designation will avoid the need for such notice and will not, in the good faith
judgment of such Lender, otherwise be materially disadvantageous to such Lender.



     SECTION 3.03 Inability to Determine Rates. If the Required Lenders determine that for
any reason 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 that the Eurodollar
Rate for any 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, or that Dollar deposits are not
being offered to banks in the London interbank eurodollar market for the applicable amount and the
Interest Period of such Eurodollar Rate 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



54









 




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 Borrowing of Base Rate
Loans in the amount specified therein.




     SECTION 3.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar
Rate Loans. (a) If any Lender or the Administrative Agent determines that as a result of
the introduction of or any change in or in the interpretation of any Law, in each case after the
date hereof, or such Lender’s or the Administrative Agent’s compliance therewith, there shall be
any increase in the cost to such Lender or the Administrative Agent of agreeing to make or making,
funding or maintaining Eurodollar Rate Loans, or a reduction in the amount received or receivable
by such Lender or the Administrative Agent in connection with any of the foregoing (excluding for
purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i)
Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation
of overall net income or overall gross income (including branch profits), and franchise (and
similar) taxes imposed in lieu of net income taxes, by the United States or any foreign
jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is
organized or maintains a Lending Office and (iii) reserve requirements contemplated by Section
3.04(c), then from time to time within fifteen (15) days after demand by such Lender or the
Administrative Agent, as the case may be, setting forth in reasonable detail such increased costs
(with a copy of such demand to the Administrative Agent given in accordance with Section 3.06 if
the demand is made by a Lender), the Borrower shall pay to such Lender or the Administrative Agent,
as the case may be, such additional amounts as will compensate such Lender or the Administrative
Agent, as the case may be, for such increased cost or reduction.



          (b) If any Lender or the Administrative Agent determines that the introduction of any Law
regarding capital adequacy or any change therein or in the interpretation thereof, in each case
after the date hereof, or compliance by such Lender or the Administrative Agent (or its Lending
Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or
any corporation controlling such Lender or the Administrative Agent as a consequence of such
Lender’s or the Administrative Agent’s obligations hereunder (taking into consideration its
policies with respect to capital adequacy and such Lender’s or the Administrative Agent’s desired
return on capital), then from time to time upon demand of such Lender or the Administrative Agent
setting forth in reasonable detail the charge and the calculation of such reduced rate of return
(with a copy of such demand to the Administrative Agent given in accordance with Section 3.06 if
the demand is made by a Lender), the Borrower shall pay to such Lender or the Administrative Agent,
as the case may be, such additional amounts as will compensate such Lender or the Administrative
Agent, as the case may be, for such reduction within fifteen (15) days after receipt of such
demand.




          (c) The Borrower shall pay to each Lender or the Administrative Agent, as applicable, (i) as
long as such Lender or the Administrative Agent, as applicable, shall be required to maintain
reserves with respect to liabilities or assets consisting of or including Eurodollar funds or
deposits, 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 or the Administrative
Agent, as applicable, (as determined by such Lender or the Administrative Agent, as applicable, in
good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as
long as such Lender or the Administrative Agent, as





55











 




applicable, shall be required to comply with
any reserve ratio requirement or analogous requirement of any other central banking or financial
regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the
Eurodollar Rate Loans, such additional costs (expressed as a percentage per annum and rounded
upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to
such Commitment or Loan by such Lender or the Administrative Agent, as applicable, (as determined
by such Lender or the Administrative Agent, as applicable, in good faith, which determination shall
be conclusive absent manifest error) which in each case shall be due and payable on each date on
which interest is payable on such Loan, provided the Borrower shall have received at least fifteen
(15) days’ prior notice (with a copy to the Administrative Agent if the demand is made by a Lender)
of such additional interest or cost from such Lender or the Administrative Agent, as applicable.
If a Lender or the Administrative Agent, as applicable, fails to give notice fifteen (15) days
prior to the relevant Interest Payment Date, such additional interest or cost shall be due and
payable fifteen (15) days from receipt of such notice.




          (d) Subject to Section 3.06(b), failure or delay on the part of any Lender or the
Administrative Agent, as applicable, to demand compensation pursuant to this Section 3.04 shall not
constitute a waiver of such Lender’s or the Administrative Agent’s, as applicable, right to demand
such compensation.




          (e) If any Lender or the Administrative Agent, as applicable, requests compensation under this
Section 3.04, then such Lender or the Administrative Agent, as applicable, will, if requested by
the Borrower, use commercially reasonable efforts to designate another Lending Office for any Loan
affected by such event; provided that such efforts are made on terms that, in the reasonable
judgment of such Lender or the Administrative Agent, as applicable, cause such Lender or the
Administrative Agent, as applicable, and its Lending Office(s) to suffer no material economic,
legal or regulatory disadvantage, and provided further that nothing in this Section 3.04(e) shall
affect or postpone any of the Obligations of the Borrower or the rights of such Lender or the
Administrative Agent, as applicable, pursuant to Section 3.04(a), (b), (c) or (d).




     SECTION 3.05 Funding 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; or




     (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,


including 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


56









 






were
obtained; provided that the Borrower shall not be required to pay administrative fees or surcharges
pursuant hereto.




          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 Matters Applicable to All Requests for Compensation. (a) Any Agent
or any Lender claiming compensation under this Article 3 shall deliver a certificate to the
Borrower setting forth the additional amount or amounts to be paid to it hereunder which shall be
conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender
may use any reasonable averaging and attribution methods.



          (b) With respect to any Lender’s or Agent’s claim for compensation under Section 3.01, 3.02,
3.03 or 3.04, the Borrower shall not be required to compensate such Lender for any amount incurred
more than one hundred eighty (180) days prior to the date that such Lender or Agent notifies the
Borrower of the event that gives rise to such claim; provided that, if the circumstance giving rise
to such claim is retroactive, then such 180-day period referred to above shall be extended to
include the period of retroactive effect thereof. If any Lender requests compensation by the
Borrower under Section 3.04, the Borrower may, by notice to such Lender (with a copy to the
Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest
Period to another Eurodollar Rate Loans, or to convert Base Rate Loans into Eurodollar Rate Loans,
until the event or condition giving rise to such request ceases to be in effect (in which case the
provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not affect
the right of such Lender to receive the compensation so requested.




          (c) If the obligation of any Lender to make or continue from one Interest Period to another
any Eurodollar Rate Loan, or to convert Base Rate Loans into Eurodollar Rate
Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s Eurodollar Rate
Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current
Interest Period(s) for such Eurodollar Rate Loans (or, in the case of an immediate conversion
required by Section 3.02, on such earlier date as required by Law) and, unless and until such
Lender gives notice as provided below that the circumstances specified in Section 3.01, 3.02, 3.03
or 3.04 hereof that gave rise to such conversion no longer exist:





          (i) to the extent that such Lender’s Eurodollar Rate Loans have been so converted, all
payments and prepayments of principal that would otherwise be applied to such Lender’s
Eurodollar Rate Loans shall be applied instead to its Base Rate Loans; and




          (ii) all Loans that would otherwise be made or continued from one Interest Period to
another by such Lender as Eurodollar Rate Loans shall be made or continued instead as Base
Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into
Eurodollar Rate Loans shall remain as Base Rate Loans.



57









 





          (d) If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that
the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to the
conversion of such Lender’s Eurodollar Rate Loans pursuant to this Section 3.06 no longer exist
(which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when
Eurodollar Rate Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be
automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such
outstanding Eurodollar Rate Loans, to the extent necessary so that, after giving effect thereto,
all Loans held by the Lenders holding Eurodollar Rate Loans and by such Lender are held pro rata
(as to principal amounts, interest rate basis, and Interest Periods) in accordance with their
respective Commitments.




     SECTION 3.07 Replacement of Lenders under Certain Circumstances. (a) If at any
time (i) the Borrower becomes obligated to pay to any Lender additional amounts or indemnity
payments described in Section 3.01 or 3.04 as a result of any condition described in such Sections
or any Lender ceases to make Eurodollar Rate Loans as a result of any condition described in
Section 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender
becomes a Non-Consenting Lender, then the Borrower may, on ten (10) Business Days’ prior written
notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to
(and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment
fee to be paid by the Borrower in such instance) all of its rights and obligations under this
Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any
Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person;
and provided further that (A) 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 and (B) in the case of any
such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible
Assignees shall have agreed to the applicable departure, waiver or amendment of the Loan Documents.



          (b) Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver
an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans, and
(ii) deliver any Notes evidencing such Loans to the Borrower or Administrative Agent. Pursuant to
such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case
may be, of the assigning Lender’s Commitment and outstanding Loans, (B) all obligations of the
Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall
be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment
and assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to
the assignee Lender of the appropriate Note or Notes executed by the Borrower, the assignee Lender
shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender
hereunder with respect to such assigned Loans, Commitments and participations, except with respect
to indemnification provisions under this Agreement, which shall survive as to such assigning
Lender.




          (c) In the event that (i) the Borrower or the Administrative Agent has requested that the
Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any
amendment thereto, (ii) the consent, waiver or amendment in





58









 







question requires the agreement of all
affected Lenders in accordance with the terms of Section 10.01 and (iii) the Required Lenders have
agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent,
waiver or amendment shall be deemed a “Non-Consenting Lender.”




     SECTION 3.08 Survival. All of the Borrower’s obligations under this Article 3 shall
survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.



ARTICLE IV.




Conditions Precedent to Loans 



     SECTION 4.01 Conditions of Loans. The obligation of each Lender to make Loans
hereunder on the Closing Date 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 unless otherwise specified, each properly executed by a Responsible Officer of the
Borrower or Intermediate Holdco (as applicable), each in form and substance reasonably satisfactory
to the Administrative Agent and its legal counsel:





          (i) executed counterparts of this Agreement;




          (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note
at least two (2) Business Days in advance of the Closing Date;




          (iii) the Subsidiary Guaranty and the Pledge Agreement duly executed by Intermediate
Holdco, together with certificates, if any, representing the Pledged
Collateral (as defined in the Pledge Agreement) referred to therein accompanied by
undated stock powers executed in blank;




          (iv) such certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of the Borrower and Intermediate Holdco as the
Administrative Agent may reasonably require evidencing the authorization of the Transaction
by the Borrower and Intermediate Holdco and 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 or is to be
a party on the Closing Date;




          (v) an opinion from Latham & Watkins LLP, New York counsel to the Borrower, in the form
of Exhibit G; and




          (vi) a certificate certifying to the Solvency of the Borrower and Intermediate Holdco,
taken as a whole, after giving effect to the Transaction, from the Chief Financial Officer
of the Borrower.



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          (b) All fees and expenses required to be paid hereunder and for which notice was provided
before the Closing Date shall have been paid in full in immediately available funds.




          (c) The Lenders shall have received, to the extent requested, all documentation and other
information required by bank regulatory authorities under applicable “know your customer” and
anti-money laundering rules and regulations, including the USA PATRIOT Act.




          (d) The Administrative Agent shall have received a certificate, signed on behalf of the
Borrower by a Responsible Officer of the Borrower and dated the Closing Date, stating that the
conditions precedent set forth in paragraphs (e) and (f) of this Section 4.01 have been complied
with.




          (e) The representations and warranties of the Borrower and Intermediate Holdco contained in
Article 5 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 Closing Date; provided that, to the extent that such representations and warranties
specifically refer to an earlier date, they 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) as of such earlier date.




          (f) No Default shall exist, or would result from the making of Loans hereunder or from the
application of the proceeds therefrom.




          (g) The Administrative Agent shall have received a Committed Loan Notice in accordance with
the requirements hereof.




ARTICLE V.




Representations and Warranties 



          The Borrower represents and warrants to the Agents and the Lenders that:




     SECTION 5.01 Existence, Qualification and Power; Compliance with Laws. Each Loan
Party and each of its Subsidiaries (a) is a Person duly organized or formed, validly existing and,
if applicable, in good standing under the Laws of the jurisdiction of its incorporation or
organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on
its business and (ii) execute, deliver and perform its obligations under the Loan Documents to
which it is a party, (c) is duly qualified and, if 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, (d) is in compliance with all Laws, orders, writs,
injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents
and approvals to operate its business as currently conducted; except in each case referred to in
clause (b)(i), (c), (d) or (e) to the extent that failure to do so could not reasonably be expected
to have a Material Adverse Effect.



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     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 as permitted by Section 7.01),
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 material 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, or for the consummation of the Transaction, (b) the grant by the Borrower
of the Liens granted by it pursuant to the Pledge Agreement, (c) the perfection or maintenance of
the Liens created under the Pledge Agreement (including the priority thereof) 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 Pledge Agreement, 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
Secured Parties, (ii) the approvals, consents, exemptions, authorizations, 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 actions, 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. Each of this Agreement and the other Loan Documents has
been duly executed and delivered by each Loan Party that is party thereto. This Agreement and each
other Loan Document constitutes a legal, valid and binding obligation of each Loan Party that is a
party thereto, enforceable against such Loan Party 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) (i) The
Audited Financial Statements fairly present in all material respects the financial condition of
OpCo and its Subsidiaries or the Borrower and its Subsidiaries (as applicable), 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.




          (ii) The Unaudited Financial Statements fairly present in all material respects the
financial condition of OpCo and its Subsidiaries or the Borrower and its



61









 







Subsidiaries (as
applicable), 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 noted therein.



          (b) Since December 31, 2006, 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 Subsidiaries or against any of their properties or revenues (i) that either individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect (except as disclosed
in the financial statements of OpCo for the fiscal year ended December 31, 2006 and for the fiscal
quarter ended March 31, 2007) or (ii) involving any of the Loan Documents or the Transaction.



     SECTION 5.07 No Default. Neither the Borrower nor any Subsidiary is in default under or with respect to, or a party
to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.



     SECTION 5.08 Ownership of Property; Liens. (a) Each Loan Party and each of its
Subsidiaries has marketable title in fee simple to, or valid leasehold interests in, or easements
or other limited property interests in, all real property necessary in the ordinary conduct of its
business, free and clear of all Liens except for Liens permitted by Section 7.01 and except where
the failure to have such title could not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.



          (b) Each Loan Party and each of its Subsidiaries has complied with all obligations under all
leases to which it is a party, except where the failure to comply would not reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect, and to its knowledge, all
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 reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect. To its knowledge, each Loan Party and each of its
Subsidiaries enjoys peaceful and undisturbed possession under all leases to which it is a party,
other than leases in respect of which the failure to enjoy peaceful and undisturbed possession
would not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect.




     SECTION 5.09 Environmental Matters. Except to the extent specifically disclosed in
Schedule 5.09, and except with respect to any matters that, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of
its Subsidiaries:




     (a) has failed to comply with any Environmental Law or to obtain, maintain or comply
with any Environmental Permit;



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     (b) has received notice of any claim with respect to any Environmental Liability or has
otherwise become subject to any Environmental Liability;




     (c) currently leases, owns or operates, or formerly owned, leased or operated, any
property or facility on or from which Hazardous Materials have been released or disposed of
in a manner and in quantities or concentrations requiring response or investigation under
any Environmental Law; or




     (d) has assumed from any Person, contractually or by operation of Law, any
Environmental Liability of such Person.



     SECTION 5.10 Taxes. Except as set forth in Schedule 5.10 and except as could not, either individually or in the
aggregate, reasonably be expected to result in a Material Adverse Effect, the Borrower and its
Subsidiaries have filed all Federal and state and other tax returns and reports required to be
filed, and have paid all Federal and state and other taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or assets otherwise
due and payable, except those (a) which are not overdue by more than thirty (30) days or (b) 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 set forth in Schedule 5.11 or as could
not, either individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect, each Plan is in compliance in with the applicable provisions of ERISA, the Code and
other Federal or state Laws.



          (b) (i) No ERISA Event has occurred during the five year period prior to the date on which
this representation is made or deemed made with respect to any Pension Plan; (ii) no Pension Plan
has an “accumulated funding deficiency” (as defined in Section 412 of the Code), whether or not
waived; (iii) neither any Loan Party 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); (iv) neither any Loan Party 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 result in such liability) under
Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither any Loan Party
nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or
4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 5.11(b), as
could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse
Effect.




     SECTION 5.12 Subsidiaries; Equity Interests. 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 of OpCo owned by Intermediate Holdco are owned free and
clear of all Liens except (i) those created under the Pledge Agreement and (ii) any Lien that is
permitted under Section 7.01. As of the Closing Date, Schedule 5.12 (a) sets forth the name



63









 







and
jurisdiction of each Subsidiary and (b) sets forth the ownership interest of the Borrower and any
other Subsidiary in each Subsidiary, including the percentage of such ownership.



     SECTION 5.13 Margin Regulations; Investment Company Act. (a) The
Borrower is not engaged nor will it 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 will be used for any purpose that violates
Regulation U.



          (b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is
required to be registered as an “investment company” under the Investment Company Act of 1940.




     SECTION 5.14 Disclosure. No report, financial statement, certificate or other written
information furnished by or on behalf of any Loan Party to any Agent or any Lender in connection
with the transactions contemplated hereby and the negotiation of this Agreement or delivered
hereunder or any other Loan Document (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 materially misleading; provided that, with respect to projected financial
information and pro forma 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; it being understood that such projections may vary from actual results and that such
variances may be material.



     SECTION 5.15 Intellectual Property; Licenses, Etc. Each of the Loan Parties and their
Subsidiaries own, license or possess the right to use, all of the trademarks, service marks, trade
names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how
database rights, design rights and other intellectual property rights (collectively, “IP Rights”)
that are reasonably necessary for the operation of their respective businesses as currently
conducted, and, without conflict with the rights of any 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 IP Rights, advertising, product, process, method, substance, part or
other material used by any Loan Party or any Subsidiary in the operation of their respective
businesses as currently conducted infringes upon any rights held by any Person except for such
infringements, individually or in the aggregate, which could not reasonably be expected to have a
Material Adverse Effect. No claim or litigation regarding any of the IP Rights, is pending or, to
the knowledge of the Borrower, threatened against any Loan Party or Subsidiary, which, either
individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.



     SECTION 5.16 Solvency. On the Closing Date after giving effect to the Transaction,
the Borrower and Intermediate Holdco, on a consolidated basis, are Solvent.



     SECTION 5.17 Labor Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse
Effect: (a) there are no strikes or other labor disputes against any of the Borrower or its
Subsidiaries pending or, to the knowledge of the Borrower, threatened; (b) hours worked by and
payment made based on hours worked to employees of each



64









 







of the Borrower or its Subsidiaries have
not been in violation of the Fair Labor Standards Act or any other applicable Laws dealing with
wage and hour matters; and (c) all payments due from any of the Borrower or its Subsidiaries on
account of employee health and welfare insurance have been paid or accrued as a liability on the
books of the relevant party.



     SECTION 5.18 Insurance. Schedule 5.18 sets forth a true, complete and correct
description of all insurance maintained by or on behalf of the Loan Parties and the Subsidiaries as
of the Closing Date. As of the Closing Date, all such insurance is in full force and effect and
all premiums due prior to the Closing Date 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.



ARTICLE VI.




Affirmative Covenants 



          So long as any Lender shall have any Commitment hereunder or any Loan or other Obligation
hereunder which is accrued and payable shall remain unpaid or unsatisfied, 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.




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




     (a) upon delivery pursuant to the terms of any other Credit Facility, the Senior
Unsecured Notes or any other Funded Debt of OpCo with a principal amount in excess of the
Threshold Amount (or if there is no Funded Debt requiring such delivery, within 120 days
after the end of each fiscal year of OpCo), beginning with the 2007 fiscal year, a
consolidated balance sheet of OpCo and its Subsidiaries as at the end of OpCo’s most
recently ended 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 registered 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;




     (b) upon delivery pursuant to the terms of any other Credit Facility, the Senior
Unsecured Notes or any other Funded Debt of OpCo with a principal amount in excess of the
Threshold Amount (or if there is no Funded Debt requiring such delivery, within 75 days
after the end of each of the first three (3) fiscal quarters of each fiscal year of OpCo), a
consolidated balance sheet of OpCo and its Subsidiaries as at the end of OpCo’s most
recently ended fiscal quarter, and the related (i) consolidated statements of income or
operations for such fiscal quarter and for the portion of the fiscal year then ended and
(ii) consolidated statements of cash flows for the portion of the fiscal year then ended,



65









 







setting forth in each case in comparative form the figures for the corresponding fiscal
quarter of the previous fiscal year and the corresponding portion of the previous fiscal
year, all in reasonable detail and certified by a Responsible Officer of OpCo as fairly
presenting in all material respects the financial condition, results of operations,
stockholders’ equity and cash flows of OpCo and its Subsidiaries in accordance with GAAP,
subject only to normal year-end audit adjustments and the absence of footnotes;




     (c) within 45 days after delivery of the financial statements under Section 6.01(a), a
consolidated balance sheet of the Borrower and its Subsidiaries as at the end of the
Borrower’s most recently ended 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 registered 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;




     (d) within 45 days after delivery of the financial statements under Section 6.01(b), a
consolidated balance sheet of the Borrower and its Subsidiaries as at the end of the
Borrower’s most recently ended fiscal quarter, and the related (i) consolidated statements
of income or operations for such fiscal quarter and for the portion of the fiscal year then
ended and (ii) consolidated statements of cash flows 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 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; and




     (e) simultaneously with the delivery of each set of consolidated financial statements
referred to in Sections 6.01(a) and 6.01(b) above, the related consolidating financial
statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted
Subsidiaries (if any) from such consolidated financial statements.


Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may
be satisfied with respect to financial information of OpCo and the Subsidiaries by furnishing (A)
the applicable financial statements of any Holding Company of OpCo (including the Borrower) (so
long as OpCo is a consolidated subsidiary of such Holding Company) or (B) OpCo’s or any such
Holding Company’s, as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided
that, with respect to each of clauses (A) and (B), (i) to the extent such
information relates to
such a Holding Company, such information is accompanied by consolidating information that explains
in reasonable detail the differences between the information relating to such Holding Company, on
the one hand, and the information relating to OpCo and the other Restricted Subsidiaries on a
standalone basis, on the other hand and (ii) to the extent such


66









 






information is in lieu of
information required to be provided under Section 6.01(a), such materials are accompanied by a
report and opinion of PricewaterhouseCoopers LLP or any other independent registered 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.




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




     (a) no later than five (5) Business Days after the delivery of the financial statements
referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a
Responsible Officer of the Borrower;




     (b) promptly after the same are publicly available, copies of all annual, regular,
periodic and special reports and registration statements which the Borrower or OpCo files
with the SEC or with any Governmental Authority that may be substituted therefor (other than
amendments to any registration statement (to the extent such registration statement, in the
form it became effective, is delivered), exhibits to any registration statement and, if
applicable, any registration statement on Form S-8) and in any case not otherwise required
to be delivered to the Administrative Agent pursuant hereto;




     (c) promptly after the furnishing thereof, copies of any statement or report furnished
to any holder or holders (or trustee or agent therefore) in respect of any Funded Debt (in
an aggregate principal amount outstanding in excess of the Threshold Amount) of the Borrower
or any Subsidiary thereof (other than an MLP or GP) pursuant to the terms of any indenture,
loan or credit or similar agreement and not otherwise required to be furnished to the
Lenders pursuant to Section 6.01 or any other clause of this Section 6.02;




     (d) together with the delivery of each Compliance Certificate delivered in connection
with the delivery of the financial statements referred to in Section 6.01(a), (i) a
description of each event, condition or circumstance during the fiscal year covered by such
Compliance Certificate requiring a mandatory prepayment under Section 2.05(b), (ii) a report
confirming whether there has been any change in the information provided to the Collateral
Agent that would require any action in order to fully comply with the
Collateral and Guarantee Requirement at any time, and (iii) a list of each Subsidiary
that identifies each Subsidiary as a Restricted Subsidiary (and, as applicable, an Excluded
Subsidiary, Immaterial Subsidiary or a Partially Owned Operating Company) or an Unrestricted
Subsidiary, as of the date of delivery of such Compliance Certificate;




     (e) promptly after the request by any Lender, all documentation and other information
that such Lender reasonably requests in order to comply with its ongoing obligations under
applicable “know your customer” and anti-money laundering rules and regulations, including
the USA PATRIOT Act;



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




     (g) promptly after designating a Subsidiary to no longer be an Immaterial Subsidiary,
the name of such Subsidiary.



          Documents required to be delivered pursuant to this Agreement may be delivered electronically
and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower
posts such documents, or provides a link thereto on the Borrower’s or OpCo’s website on the
Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are
posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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); provided that: (i) upon written request
by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the
Administrative Agent for further distribution to each Lender until a written request to cease
delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify
(which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such
documents and provide to the Administrative Agent by electronic mail electronic versions (i.e.,
soft copies) of such documents. Each Lender shall be solely responsible for timely accessing
posted documents or requesting delivery of paper copies of such documents from the Administrative
Agent and maintaining its copies of such documents.




     SECTION 6.03 Notices. Promptly after obtaining knowledge thereof, notify the
Administrative Agent:



          (a) of the occurrence of any Default; and




          (b) of any matter that has resulted or could reasonably be expected to result in a Material
Adverse Effect, including a Material Adverse Effect arising out of or resulting from (i) breach or
non-performance of, or any default or event of default under, a Contractual Obligation of any Loan
Party or any Subsidiary, (ii) any dispute, litigation, investigation, proceeding or suspension
between any Loan Party or any Subsidiary and any Governmental Authority, (iii) the commencement of,
or any material development in, any litigation or proceeding affecting any Loan Party or any
Subsidiary, including pursuant to any applicable
Environmental Laws or in respect of IP Rights or the assertion or occurrence of any
noncompliance by any Loan Party or as any of its Subsidiaries with, or liability under, any
Environmental Law or Environmental Permit, or (iv) the occurrence of any ERISA Event.




          Each notice pursuant to this Section shall be accompanied by a written statement of a
Responsible Officer of the Borrower (x) that such notice is being delivered pursuant to Section
6.03(a) or (b) (as applicable) and (y) 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,



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assessments
and governmental charges or levies imposed upon the Borrower or such Restricted Subsidiary or upon
its or such Restricted Subsidiary’s income or profits or in respect of its or such Restricted
Subsidiary’s property except, in each case, to the extent the failure to pay or discharge the same
could not reasonably be expected to have a Material Adverse Effect.



     SECTION 6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in
full force and effect its legal existence under the Laws of the jurisdiction of its organization
and (b) take all reasonable action to maintain all rights, privileges (including its good
standing), permits, licenses and franchises necessary or desirable in the normal conduct of its
business, except (i) to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect or (ii) pursuant to a transaction permitted under another provision of this
Agreement to the extent noncompliance with this Section is necessary in order to consummate such
permitted transaction.



     SECTION 6.06 Maintenance of Properties. Except if 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, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted,
and (b) make all necessary renewals, replacements, modifications, improvements, upgrades,
extensions and additions thereof or thereto in accordance with prudent industry practice.



     SECTION 6.07 Maintenance of Insurance. Maintain with insurance companies believed to
be financially sound and reputable, 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.



     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 if the failure to
comply therewith could not reasonably be expected to have a Material Adverse Effect.



     SECTION 6.09 Books and Records. Maintain books and records documenting all material
financial transactions and matters involving the assets and business of the Borrower and its
Restricted Subsidiaries that enable the Borrower to prepare financial statements in accordance with
GAAP.



     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 registered
public accountants, all at the reasonable expense of the Borrower 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 that, excluding any such



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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 such rights more often than two (2) times 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; 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
upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower
the opportunity to participate in any discussions with the Borrower’s independent public
accountants.



     SECTION 6.11 Covenant to Guarantee Obligations and Give Security. At the Borrower’s
expense, take all action necessary or reasonably requested by the Administrative Agent or
Collateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied,
including, after the Triggering Event (i) upon the formation or acquisition of any new direct or
indirect Domestic Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded
Subsidiary) by any Loan Party, (ii) the designation in accordance with Section 6.17 of any existing
direct or indirect Domestic Subsidiary as a Restricted Subsidiary or (iii) the designation of an
Immaterial Subsidiary as no longer being an Immaterial Subsidiary (if such Subsidiary is a Domestic
Subsidiary that is a Restricted Subsidiary), within 45 days after such formation, acquisition or
designation or such longer period as the Administrative Agent may agree in its discretion, cause
each such Restricted Subsidiary that is required by the Collateral and Guarantee Requirement to
become a Subsidiary Guarantor to comply with the requirements of clause (b) of the definition of
“Triggering Event” hereunder.



     SECTION 6.12 Compliance with Environmental Laws. 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, comply, and take all
reasonable actions to cause all lessees and other Persons operating or occupying its properties to
comply with all applicable Environmental Laws and Environmental Permits; obtain and renew all
Environmental Permits necessary for its operations and properties; and, in each case to the extent
required by applicable Environmental Laws, 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
applicable Environmental Laws.



     SECTION 6.13 Further Assurances. Promptly upon reasonable request by the
Administrative Agent or the Collateral Agent (i) correct any material defect or error that may be
discovered in the execution, acknowledgment, filing or recordation of the Pledge Agreement 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 comply with the Collateral and Guarantee
Requirement and applicable provisions of the Pledge Agreement.



     SECTION 6.14 [Intentionally Omitted]



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     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 Intentionally Omitted.



     SECTION 6.17 Designation of Subsidiaries. (a) The board of directors of the
Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any
Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after
such designation, no Default shall have occurred and be continuing, (ii) immediately after giving
effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on
a Pro Forma Basis, with the covenants set forth in Sections 7.02, 7.03 and 7.06, (iii) no
Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously
designated an Unrestricted Subsidiary, (iv) no Subsidiary of an Unrestricted Subsidiary may be
designated as a Restricted Subsidiary, (v) no Subsidiary that owns any Equity Interests in or
Indebtedness of, or owns or holds any Lien on, any property of the Borrower or any Restricted
Subsidiary (other than any
Subsidiary of the Subsidiary to be so designated), may be designated an Unrestricted
Subsidiary, (vi) each Subsidiary to be so designated as an Unrestricted Subsidiary and its
Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable with respect to any
Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any
Restricted Subsidiary and (vii) neither Intermediate Holdco nor OpCo nor any primary operating
Subsidiary of the Borrower may be designated as an Unrestricted Subsidiary. The designation of any
Subsidiary as an Unrestricted Subsidiary 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; provided that upon a redesignation of
such Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have a
permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (x) the
Borrower’s “Investment” in such Subsidiary at the time of such redesignation, less (y) the portion
(proportionate to the Borrower’s equity interest in such Subsidiary) of the fair market value of
the net assets of such Subsidiary at the time of such redesignation. 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. Nothing
contained in this Section 6.17 shall restrict a Disposition that is otherwise permitted by Section
7.05 (including a Disposition to an MLP or GP).



          (b) Any Person that becomes an Acquired Non-Guarantor as a result of a Permitted Acquisition
and that is a Subsidiary shall become an Unrestricted Subsidiary upon consummation of such
Permitted Acquisition. Any Person that becomes an Acquired Non-Guarantor as a result of a
Permitted Acquisition and that is not a Subsidiary, but becomes a Subsidiary at a later date, shall
become an Unrestricted Subsidiary at the time it becomes a Subsidiary (unless, at the time it
becomes a Subsidiary, it would be required to become a Subsidiary Guarantor if it were a Restricted
Subsidiary). Notwithstanding the foregoing, a Subsidiary shall not be required to become a
Restricted Subsidiary if it is the Subsidiary of an Unrestricted Subsidiary. The second sentence
of paragraph (a) above shall not apply to Subsidiaries that become Unrestricted Subsidiaries
pursuant to this paragraph (b). If any




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Subsidiary becomes an Unrestricted Subsidiary pursuant to
this paragraph (b) and is thereafter designated as a Restricted Subsidiary pursuant to paragraph
(a) above, such Subsidiary shall continue to be an Acquired Non-Guarantor unless and until it
becomes a Subsidiary Guarantor.




     SECTION 6.18 Change of Control. Upon the occurrence of a Change of Control, the
Borrower will make an offer (a “Change of Control Offer”) to each Lender to prepay all of such
Lender’s Loans. Any such prepayment shall be made together with the payment of all accrued
interest on such Loans through the date of prepayment and a 1% prepayment fee on the aggregate
principal amount of Loans prepaid (the aggregate principal amount of Loans prepaid, together with
accrued interest on such Loan and the 1% prepayment fee, the “Change of Control Payment”). Within
ten days following any Change of Control, the Borrower will mail a notice to each Lender describing
the transaction or transactions that constitute the Change of Control and stating:



          (a) that a Change of Control Offer is being made pursuant to this Section 6.18;




          (b) the prepayment date, which shall be no earlier than 30 days nor later than 60 days from
the date such notice is mailed (the “Change of Control Payment Date”);




          (c) that any Loans not prepaid will remain outstanding and continue to accrue interest;




          (d) that, unless the Borrower defaults in its prepayment obligations , all Loans accepted for
payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of
Control Payment Date;




          (e) that Lenders electing to have their Loans prepaid pursuant to a Change of Control Offer
will be required to surrender any Notes evidencing such Loans (or certify to the Borrower that such
Notes have been destroyed, or indemnify the Borrower for failure to do so) prior to the close of
business on the third Business Day preceding the Change of Control Payment Date; and




          (f) that Lenders will be entitled to withdraw their election if the Borrower receives, not
later than the close of business on the second Business Day preceding the Change of Control Payment
Date, notice setting forth the name of the Lender and a statement that such Lender is withdrawing
its election to have its Loans prepaid.




          On the Change of Control Payment Date, the Borrower will deposit with the Administrative Agent
an amount equal to the Change of Control Payment in respect of all Loans to be prepaid. The
Administrative Agent will promptly transmit to each Lender of Loans to be prepaid in a Change of
Control Offer the Change of Control Payment for such Loans.




          Notwithstanding anything to the contrary in this Section 6.18, a Change of Control Offer may
be made in advance of (and contingent upon the occurrence of) a Change of Control, and the Borrower
shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third
party makes the Change of Control Offer in the manner, at the times and otherwise in compliance
with the requirements set forth in this Section 6.18 and





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prepays all Loans that elect to be prepaid
in the Change of Control Offer, or (2) the Borrower prepays the Loans pursuant to Section 2.05(a).




ARTICLE VII.




Negative Covenants 



          So long as any Lender shall have any Commitment hereunder or any Loan or other Obligation
hereunder which is accrued and payable shall remain unpaid or unsatisfied, the Borrower shall not,
nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly:




     SECTION 7.01 Liens. Create, incur, assume or suffer to exist any Lien securing Indebtedness for borrowed money
upon any of its property, assets or revenues, whether now owned or hereafter acquired.



          Notwithstanding the foregoing or anything to the contrary in any Loan Document, the Loan
Documents shall not prohibit the following Liens (each of which is expressly permitted by this
Section 7.01), whether or not such Lien secures Indebtedness for borrowed money:




          (a) Liens on assets of OpCo or any Restricted Subsidiary (other than Intermediate Holdco)
securing obligations in respect of Indebtedness under one or more Credit Facilities in an aggregate
principal amount not to exceed (i) $1,800 million minus (ii) the amount of any (A) prepayment of
the principal thereof (or permanent reduction of lending commitments) with the Net Cash Proceeds of
any Asset Disposition Event and (B) scheduled repayment of the principal thereof, including any
repayment at the maturity thereof;




          (b) Liens existing on the date hereof that are listed on Schedule 7.01(b) and, in each case,
any modifications, replacements, renewals or extensions thereof; provided that (i) the Lien does
not extend to any additional property other than (A) after-acquired property that is affixed or
incorporated into the property covered by such Lien or financed by Indebtedness permitted under
Section 7.03, and (B) proceeds and products thereof, and (ii) the renewal, extension or refinancing
of the obligations secured or benefited by such Liens is permitted by Section 7.03;




          (c) Liens for amounts 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) Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen,
construction contractors or other like Liens arising in the ordinary course of business which
secure amounts not overdue for a period of more than thirty (30) days or if more than thirty (30)
days overdue, are unfiled and no other action has been taken 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




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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, (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 Restricted Subsidiary and (iii) Liens on proceeds of insurance policies securing
Indebtedness permitted under Section 7.03(n)(i);




          (f) deposits, prepayments or cash pledges to secure the performance of bids, trade contracts,
governmental contracts and leases (other than Indebtedness for borrowed
money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and
other obligations of a like nature (including those to secure health, safety and environmental
obligations) incurred in the ordinary course of business;




          (g) easements, rights-of-way, restrictions, encroachments, protrusions and other similar
encumbrances and minor title defects affecting real property, which, in the aggregate, do not in
any case interfere with the ordinary conduct of the business of the Borrower and the Restricted
Subsidiaries;




          (h) Liens securing judgments for the payment of money not constituting an Event of Default
under Section 8.01(h);




          (i) Liens on assets of OpCo or any Restricted Subsidiary (other than Intermediate Holdco)
securing Indebtedness permitted under Section 7.03(f); provided that (i) such Liens attach
concurrently with or within two hundred seventy (270) days after the acquisition, repair,
replacement, construction or improvement (as applicable) of the property subject to such Liens,
(ii) such Liens do not at any time encumber any property (except for accessions to such property)
other than the property financed by such Indebtedness and the proceeds and the products thereof and
(iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any
assets (except for accessions to such assets) other than the assets subject to such Capitalized
Leases; provided that individual financings of equipment provided by one lender may be cross
collateralized to other financings of equipment provided by such lender;




          (j) leases, licenses, subleases, sublicenses, easements, rights of way or similar rights or
encumbrances granted to others in the ordinary course of business which do not (i) interfere in any
material respect with the business of the Borrower and the Restricted Subsidiaries, or (ii) secure
any Indebtedness;




          (k) Liens in favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods in the ordinary course of
business;




          (l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code
on items in the course of collection, (ii) attaching to commodity trading




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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
set-off) 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 7.02(f), (i), (r) and (s) 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 on property of any Foreign Subsidiary, which Liens secure Indebtedness of the
applicable Foreign Subsidiary permitted under Section 7.03; provided that such Liens do not at any
time encumber any property other than the property of such Foreign Subsidiary;




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




          (p) Liens existing on property at the time of its acquisition or existing on the property of
any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a
Restricted Subsidiary pursuant to Section 6.17), in each case after the Closing Date (other than
Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that
(i) such Lien was not created in contemplation of such acquisition or such Person becoming a
Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property
(other than the proceeds or products thereof and other than after-acquired property subjected to a
Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness
and other obligations are permitted hereunder that require, pursuant to their terms at such time, a
pledge of after-acquired property, it being understood that such requirement shall not be permitted
to apply to any property to which such requirement would not have applied but for such
acquisition), and (iii) Indebtedness secured thereby is permitted under Section 7.03(f);




          (q) any interest or title of a lessor under leases entered into by the Borrower or any of the
Restricted Subsidiaries in the ordinary course of business;




          (r) Liens arising out of conditional sale, title retention, consignment or similar
arrangements for sale of goods entered into by the Borrower or any of the Restricted Subsidiaries
in the ordinary course of business permitted by this Agreement;





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          (s) Liens deemed to exist in connection with Investments in repurchase agreements under
Section 7.02; provided that such Liens do not extend to any assets other than those assets that are
the subject of such repurchase agreement;




          (t) Liens encumbering reasonable customary initial deposits and margin deposits and similar
Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary
course of business and not for speculative purposes;




          (u) Liens that are contractual rights of set-off (i) relating to the establishment of
depository relations with banks not given in connection with the issuance of Indebtedness, (ii)
relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit
satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the
Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements
entered into with customers and suppliers of the Borrower or any Restricted Subsidiary in the
ordinary course of business;




          (v) Liens solely on any cash earnest money deposits made by the Borrower or any of the
Restricted Subsidiaries in connection with any letter of intent, purchase agreement or similar
agreement permitted hereunder;




          (w) ground leases in respect of real property on which facilities owned or leased by the
Borrower or any of its Subsidiaries are located;




          (x) Liens on inventory or equipment of the Borrower or any Restricted Subsidiary granted in
the ordinary course of business to the Borrower’s customers and suppliers at which such inventory
or equipment is located and that do not secure Indebtedness;




          (y) other Liens securing obligations incurred in the ordinary course of business which
obligations do not exceed $36,000,000 at any one time outstanding;




          (z) additional Liens on assets of OpCo or any Restricted Subsidiary (other than Intermediate
Holdco) incurred to secure Funded Debt of Loan Parties permitted by Section 7.03; provided that, at
the time that any such Funded Debt is incurred (or at the time a Lien is granted to secure Funded
Debt that is not secured prior to granting such Lien), and after giving effect thereto, either (i)
the aggregate principal amount of Funded Debt secured by Liens incurred pursuant to this clause (z)
shall not exceed $300,000,000 or (ii) no Financial Statement Delivery Default shall exist and the
Secured Leverage Ratio shall not exceed (on a Pro Forma Basis) 4.0:1.0; and




          (aa) Liens securing the Loans, including Liens created by the Pledge Agreement.




     SECTION 7.02 Investments. Make or hold any Investments, except:



          (a) Investments by the Borrower or a Restricted Subsidiary in assets that were Cash
Equivalents when such Investment was made;





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          (b) 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 Holding Company under compensation plans approved by the Board of Directors of the
Borrower in good faith (provided that the proceeds of such loans or advances are promptly
reinvested in Equity Interests of the Borrower) and (iii) for purposes not described in the
foregoing clauses (i) or (ii), in an aggregate principal amount at any time outstanding not to
exceed $12,000,000;




          (c) 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 $60,000,000 (net of any return representing a return of capital in
respect of any such Investment) at any time outstanding (disregarding any write down or write
off of such Investments);




          (d) 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 and other credits to suppliers in the ordinary course of business;




          (e) Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions and
Restricted Payments permitted under Sections 7.01, 7.03, 7.04, 7.05 and 7.06, respectively;




          (f) Investments (i) existing or contemplated on the date hereof and set forth on Schedule
7.02(f) and (ii) Investments existing on the date hereof by the Borrower or any Restricted
Subsidiary in the Equity Interests of any Restricted Subsidiary and any modification, renewal or
extension thereof; provided that the amount of the original Investment is not increased except as
otherwise permitted by this Section 7.02;




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




          (h) promissory notes and other noncash consideration received in connection with Dispositions
permitted by Section 7.05;




          (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 that, upon the consummation thereof, will be a wholly owned Restricted
Subsidiary of the Borrower (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”):





          (A) subject to clause (B) below, a majority of all property, assets and
businesses acquired in such purchase or other acquisition shall be held by Loan
Parties, and any such newly created or acquired Subsidiary shall be a Loan Party
and, if the Triggering Event shall have occurred, such newly created



77









 







or acquired
Subsidiary (and, to the extent required under the Collateral and Guarantee
Requirement, the Subsidiaries of such created or acquired Subsidiary) shall be a
Subsidiary Guarantor;




          (B) the Acquired EBITDA of the Acquired Entity or Business being acquired
pursuant to such acquisition (excluding the portion thereof attributable to the net
income (loss) of any Person that will not be a Loan Party after giving effect to
such acquisition and determined assuming that no dividends, distributions or other
payments were made by any such Person to any other Person that would be a Loan
Party) shall constitute at least 66.67% of the Acquired EBITDA of such Acquired
Entity or Business (including the net income (loss) of Persons that will not be Loan
Parties after giving effect to such acquisition and determined assuming that each
such Person paid dividends ratably with respect to its Equity Interests in an amount
equal to its net income), in each
case for the most recent period of four consecutive fiscal quarters ended prior
to the date of such acquisition for which financial statements are available;




          (C) the acquired property, assets, business or Person is in a Similar Business;




          (D) 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




          (E) the Borrower shall have delivered to the Administrative Agent, on behalf of
the Lenders, no later than five (5) Business Days after the date on which any such
purchase or other acquisition is consummated, a certificate of a Responsible
Officer, in form and substance reasonably satisfactory to the Administrative Agent,
certifying that all of the requirements set forth in this clause (i) have been
satisfied or will be satisfied on or prior to the consummation of such purchase or
other acquisition;



          (j) Investments in the ordinary course of business consisting of Uniform Commercial Code
Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary
trade arrangements with customers consistent with past practices;




          (k) Investments (including debt obligations and Equity Interests) received in connection with
the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent
obligations of, or other disputes with, customers and suppliers arising in the ordinary course of
business or upon the foreclosure with respect to any secured Investment or other transfer of title
with respect to any secured Investment;




          (l) 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), to
the extent treated as Restricted Payments and permitted to be made to such Holding Company in
accordance with Section 7.06(h);





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




          (n) Investments to the extent that payment for such Investments is made with (i) Equity
Interests (other than Disqualified Equity Interests) of the Borrower after a Qualifying IPO of the
Borrower or (ii) Equity Interests of a Holding Company;




          (o) 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 7.04 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;




          (p) Investments received in connection with a Disposition permitted by Section 7.05(k) or (m);




          (q) Guarantees by the Borrower or any Restricted Subsidiary of leases (other than Capitalized
Leases) or of other obligations (including contracts) that do not constitute Indebtedness, in each
case entered into in the ordinary course of business;




          (r) so long as, immediately after giving effect to any such Investment, no Default has
occurred and is continuing, Investments in Similar Businesses that do not exceed $120,000,000 in
the aggregate at any one time outstanding (disregarding any write down or write off thereof), net
of any return representing a return of capital in respect of any such Investment and valued at the
time of making thereof;




          (s) so long as, immediately after giving effect to any such Investment, no Default has
occurred and is continuing, other Investments that do not exceed $120,000,000 in the aggregate at
any one time outstanding (disregarding any writedown or write off thereof), net of any return
representing return of capital in respect of any such Investment and valued at the time of the
making thereof;




          (t) 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 (t);




          (u) in addition to the Investments specified in clauses (a) through (t) above, the Borrower
and any Restricted Subsidiary may make additional Investments to the extent any such Investment is
treated as a Restricted Payment under clause (h) of Section 7.06 and allowed thereunder at that
time; and




          (v) TRERO Contributions.





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



          (a) Indebtedness of the Borrower and any of its Restricted Subsidiaries under the Loan
Documents;




          (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03(b) and any
Permitted Refinancing thereof;




          (c) Indebtedness of OpCo and any other Restricted Subsidiaries (other than Intermediate
Holdco) incurred under one or more Credit Facilities in an aggregate principal amount at any time
outstanding not exceeding (i) $2,100 million minus (ii) the amount of any (A) prepayment of the
principal thereof (or permanent reduction of lending commitments) with the Net Cash Proceeds of any
Asset Disposition Event and (B) scheduled repayment of the principal thereof, including any
repayment at the maturity thereof;




          (d) Guarantees by the Borrower and the Restricted Subsidiaries in respect of Indebtedness of
the Borrower or any Restricted Subsidiary to the extent such Guarantees are Investments permitted
by Section 7.02;




          (e) Indebtedness of the Borrower or any Restricted Subsidiary owing to the Borrower or any
other Restricted Subsidiary (other than a general partner of a GP) to the extent constituting an
Investment permitted by Section 7.02;




          (f) (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases)
financing the acquisition, construction, repair, replacement or improvement of fixed or capital
assets; provided that such Indebtedness is incurred concurrently with or within two hundred seventy
(270) days after the applicable acquisition, construction, repair, replacement or improvement, (ii)
Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(f)
and (iii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding
clauses (i) and (ii);




          (g) Indebtedness in respect of Swap Contracts 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 and Back-to-Back Swap Contracts; provided, in the case of any
Back-to-Back Swap Contracts such Back-to-Back Swap Contract includes no less credit protection, if
any, for the benefit of such Loan Party (including pledges of collateral and letters of credit)
than would be afforded to a third party counterparty in an arm’s length hedging arrangement with
the related MLP or subsidiary thereof;




          (h) (i) Indebtedness of OpCo or any Restricted Subsidiary (other than Intermediate Holdco)
assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not
incurred in contemplation of such Permitted Acquisition, and (ii) any Permitted Refinancing of the
foregoing; provided that, in the case of any such Indebtedness referred to in clause (i) or (ii),
in each case that such Indebtedness and all Indebtedness resulting from any Permitted Refinancing
thereof (w) is unsecured, (x) both immediately prior and after giving effect thereto, no Default
shall exist or result therefrom, (y) matures after, and does not require any scheduled amortization
or other scheduled payments of principal prior to, the





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Maturity Date (it being understood that such
Indebtedness may have mandatory prepayment, repurchase or redemptions provisions satisfying the
requirement of clause (z) hereof) and (z) has terms (other than interest rate and redemption
premiums), taken as a whole, that are not materially less favorable to OpCo than those available in
a public or “Rule 144A” private placement of non-investment grade debt securities (and in any event
not less favorable to OpCo than the terms of this Agreement); 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);




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




          (j) Indebtedness consisting of promissory notes issued by any Loan Party to current or former
officers, directors and employees, their respective estates, spouses or former spouses to finance
the purchase or redemption of Equity Interests of the Borrower permitted by Section 7.06(f);




          (k) customary indemnification obligations or obligations in respect of purchase price or other
similar adjustments, in each case incurred by OpCo or any Restricted Subsidiary (other than
Intermediate Holdco) 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 (k)(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 OpCo or any Restricted Subsidiaries in connection with such
Disposition;




          (l) Indebtedness consisting of obligations of OpCo or any Restricted Subsidiary (other than
Intermediate Holdco) under deferred compensation to employees of OpCo or any Restricted Subsidiary
incurred by such Person in connection with the Permitted Acquisitions or any other Investment
expressly permitted hereunder;




          (m) 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;




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




          (o) 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 the Restricted
Subsidiaries, in each case in the ordinary course of business;




          (p) Indebtedness of a Loan Party to a GP or a general partner of a GP, in each case that is a
Restricted Subsidiary; provided that the principal amount of such Indebtedness may not exceed the
actual cash loaned by such GP or such general partner, as applicable, to such Loan Party or such
Restricted Subsidiary (except to the extent that interest accrued thereon is added to the principal
amount thereof) and such Indebtedness:





     (1) is not convertible into, or putable or exchangeable for, any other security other
than a security that would satisfy the requirement of this clause (p);




     (2) does not mature or become mandatorily redeemable, putable or subject to a purchase
offer, pursuant to a sinking fund obligation or otherwise, or become redeemable at the
option of the holder thereof, in whole or in part, in each case prior to the date that is 91
days after the Maturity Date (such 91st day being the “Permitted Date”);




     (3) does not require or permit the payment of cash interest or any other payment of
cash with respect to such Indebtedness until the Permitted Date; and




     (4) is subject to the subordination terms set forth in Exhibit H, including a
prohibition against enforcing any rights with respect to such Indebtedness prior to the
Permitted Date;


provided, that upon any subsequent issuance or transfer of Equity Interests (including a transfer
of Equity Interests of a GP) or any other event which results in any such GP or such general
partner, as applicable, ceasing to be a Restricted Subsidiary or any subsequent transfer of any
such Indebtedness (except to another Loan Party), then such Indebtedness shall cease to be
permitted by this clause;




          (q) unsecured Indebtedness of OpCo for money borrowed; provided that (i) the aggregate
principal amount of Indebtedness permitted by this clause (q) at any time outstanding shall not
exceed $120,000,000, (ii) both immediately prior and after giving effect to incurring any such
Indebtedness, no Default shall exist or result therefrom, (iii) such Indebtedness does not mature
prior to the date 180 days after the Maturity Date, and does not require any scheduled amortization
or other scheduled payments of principal prior to the Maturity Date (it being understood that such
Indebtedness may have mandatory prepayment, repurchase or redemptions provisions), and (iv) such
Indebtedness is on terms (other than interest rate and redemption premiums), taken as a whole, that
are not materially less favorable to OpCo than those available in a public or “Rule 144A” private
placement of non-investment grade issuance of debt securities (and in any event not less favorable
to OpCo than the terms of this Agreement); 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





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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);




          (r) unsecured subordinated Indebtedness of OpCo for money borrowed; provided that (i) the
aggregate principal amount of Indebtedness permitted by this clause (r) at any time outstanding
shall not exceed $300,000,000, (ii) both immediately prior and after giving effect to incurring any
such Indebtedness, no Default shall exist or result therefrom, (iii) such Indebtedness does not
mature prior to the date 180 days after the Maturity Date, and does not require any scheduled
amortization or other scheduled payments of principal prior to the Maturity Date (it being
understood that such Indebtedness may have mandatory prepayment,
repurchase or redemption provisions), (iv) such Indebtedness (and any Guarantees thereof) are
subordinated to the Obligations (and any refinancing thereof) on terms that are, in the reasonable
opinion of the Administrative Agent, no less favorable to the Lenders than subordination terms
customary for high yield non-investment grade subordinated debt securities issued in the capital
markets, and (v) such Indebtedness is on terms (other than interest rate and redemption premiums),
taken as a whole, that are not materially less favorable to OpCo than those available in a public
or “Rule 144A” private placement of non-investment grade debt securities (and in any event not less
favorable to OpCo than the terms of this Agreement); 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 (including the subordination provisions) 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);




          (s) unsecured Indebtedness in an aggregate principal amount not to exceed $30,000,000 at any
time outstanding;




          (t) additional Indebtedness incurred by a Loan Party in addition to Indebtedness specified in
clauses (a) through (s) above; provided that no Financial Statement Delivery Default shall exist
and the Fixed Charge Coverage Ratio for the most recent Test Period shall not be less than
2.00:1.00 after giving Pro Forma Effect thereto; and




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




     SECTION 7.04 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



83









 







or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any
Person, except that:



          (a) Intermediate Holdco may merge with and into the Borrower; provided that (1) the Borrower
shall be the continuing or surviving Person and (2) such merger does not result in the Borrower
ceasing to be organized under the Laws of the United States, any state thereof or the District of
Columbia. Any Restricted Subsidiary of OpCo may merge with (i) any one or more other Restricted
Subsidiaries of OpCo or (ii) OpCo (including a merger, the purpose of which is to (x) reorganize
OpCo into a new jurisdiction or (y) convert OpCo into a limited liability company or a limited
partnership); provided, in the case of clause (i), that when any Restricted Subsidiary that is a
Loan Party is merging with another Restricted Subsidiary, a Loan Party shall be the continuing or
surviving Person; provided further, in the case of clause (ii), that (1) OpCo shall be the
continuing or surviving Person and (2) such merger does not result in the
OpCo ceasing to be organized under the Laws of the United States, any state thereof or the
District of Columbia;




          (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 of
OpCo 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 Subsidiaries and is not
materially disadvantageous to the Lenders;




          (c) any Restricted Subsidiary of OpCo may Dispose of all or substantially all of its assets
(upon voluntary liquidation or otherwise) to OpCo or to another Restricted Subsidiary of OpCo;
provided that if the transferor in such a transaction is a Loan Party, then (i) the transferee must
either be a Loan Party or (ii) to the extent constituting an Investment, such Investment must be a
permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in
accordance with Sections 7.02 and 7.03, respectively;




          (d) so long as no Default exists or would result therefrom, OpCo may merge with any other
Person (other than the Borrower or Intermediate Holdco); provided that (i) OpCo shall be the
continuing or surviving Person or (ii) if the Person formed by or surviving any such merger or
consolidation is not OpCo (any such Person, the “Successor Company”), (A) the Successor Company
shall be an entity organized or existing under the laws of the United States, any state thereof,
the District of Columbia or any territory thereof, (B) if the Triggering Event has occurred, the
Successor Company shall expressly assume all the obligations of OpCo under the Loan Documents to
which OpCo is a party pursuant to a supplement thereto in form reasonably satisfactory to the
Administrative Agent, (C) the Collateral and Guarantee Requirement is satisfied, (D) the Borrower
shall have delivered to the Administrative Agent an officer’s certificate and an opinion of
counsel, each stating that such merger or consolidation and (if applicable) such supplement to the
Subsidiary Guaranty comply with this Agreement, and (E) such merger or consolidation is treated as
an Investment and is permitted under Section 7.02; and provided, further, that if the foregoing are
satisfied, the Successor Company shall be deemed to be OpCo and will succeed to, and be substituted
for, OpCo under the Subsidiary Guaranty;




          (e) so long as no Default exists or would result therefrom, any Restricted Subsidiary of OpCo
may merge, dissolve, liquidate, or consolidate with or into another Person,





84









 







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) in order to effect an Investment permitted pursuant to Section
7.02; provided that any continuing or surviving Person from any such merger or consolidation shall
be a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have
complied with the requirements of Section 6.11; and




          (f) so long as no Default exists or would result therefrom, a merger, dissolution,
liquidation, consolidation or Disposition of OpCo or any of its Restricted Subsidiaries, the
purpose and effect of which is to consummate a Disposition permitted pursuant to Section 7.05.




     SECTION 7.05 Dispositions. Make any Disposition, except:



          (a) Dispositions in the ordinary course of business 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 the Restricted
Subsidiaries;




          (b) Dispositions of inventory and 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 replacement property or (ii) the proceeds of such Disposition
are promptly applied to the purchase price of such replacement property;




          (d) Dispositions of property to OpCo or to a Restricted Subsidiary of OpCo; provided that if
the transferor of such property is a Loan Party, either (i) the transferee thereof must be a Loan
Party, (ii) such transaction is treated as an Investment and is permitted under Section 7.02 or
(iii) such transaction complies with clause (b) of Section 7.08;




          (e) Restricted Payments permitted by Section 7.06, Investments permitted by Section 7.02, and
Liens permitted by Section 7.01;




          (f) Dispositions pursuant to sale-leaseback transactions of property acquired by OpCo or any
Restricted Subsidiary of OpCo; provided that the applicable sale-leaseback transaction (i) occurs
within two hundred seventy (270) days after the acquisition or 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;




          (g) Dispositions of Cash Equivalents;




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




          (i) 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 materially interfere with the business of the
Borrower and the Restricted Subsidiaries;




85









 








          (j) 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;




          (k) Dispositions by OpCo or any Restricted Subsidiary (other than Intermediate Holdco) not
otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition
(other than any such Disposition made pursuant to a legally binding commitment entered into at a
time when no Default exists), no Default shall exist or would result from such Disposition, (ii)
with respect to any Disposition (or any series of related Dispositions) for aggregate consideration
having a fair market value in excess of $100,000,000, if reasonably
requested by the Administrative Agent, the Borrower shall have received and furnished to the
Administrative Agent, an opinion (in customary form) of an Independent Financial Advisor to the
effect that such transaction is fair to the Borrower and its Restricted Subsidiaries, and (iii)
with respect to any Disposition (or any series of related Dispositions) pursuant to this clause (k)
for a aggregate consideration having a fair market value in excess of $10,000,000, the Borrower or
a Restricted Subsidiary shall receive a portion of such consideration in the form of cash and Cash
Equivalents not less than the percentage of the total consideration therefor set forth in the table
below (with Total Leverage Ratios measured after giving Pro Forma Effect to the Disposition and the
application of the proceeds therefrom; provided, however, that for the purposes of clause (iii),
(A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance
sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted
Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of
the Obligations, that are assumed by the transferee with respect to the applicable Disposition and
for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by
all applicable creditors in writing and (B) any securities received by the Borrower or such
Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted
Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of
the applicable Disposition, shall, in the case of (A) and (B), be deemed to be cash consideration;
provided further, that for purposes of the table below, if a Financial Statement Delivery Default
shall exist at the applicable time of measurement, the Total Leverage Ratio shall be deemed to be
greater than 6.00:1;




	 	 	 
	Total Leverage Ratio	 	Percentage
	Greater than 6.00:1
	 	75%
	Equal to or less than 6.00:1 and greater than 5.00:1
	 	50%
	Equal to or less than 5.00:1 and greater than 4.50:1
	 	25%
	Equal to or less than 4.50:1
	 	0%






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          (l) 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; and




          (m) Dispositions of Equity Interests in a GP of an MLP, so long as, immediately after such
Disposition, the Borrower retains, directly or indirectly, a controlling interest in such entity,



provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to
Section 7.05(e) and except for Dispositions from a Loan Party to another Loan Party), shall be for
no less than the fair market value of such property at the time of such Disposition; provided
further that the Borrower shall not make any Disposition of any Investment in Intermediate Holdco,
and Intermediate Holdco shall not make any Disposition of any Collateral.




     SECTION 7.06 Restricted Payments. Declare or make, directly or indirectly, any
Restricted Payment, except:



          (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and to other
Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted
Subsidiary, to the Borrower and any other Restricted Subsidiary and to each other owner of Equity
Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant
class of Equity Interests);




          (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or
other distributions payable solely in the Equity Interests (other than Disqualified Equity
Interests not otherwise permitted by Section 7.03) of such Person;




          (c) the Equity Distribution;




          (d) 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 7.08 other than Section 7.08(f);




          (e) 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;




          (f) 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 such 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 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 (f) do not exceed in any
calendar year (commencing with the calendar year during which the Closing Date occurs) $6,000,000
(with unused amounts in any calendar year being carried over to succeeding calendar years subject
to a maximum (without giving effect to the following





87









 







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 Permitted Equity
Issuances (other than Permitted Equity Issuances that increase the Available Amount) 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 Otherwise Applied, 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 (f);
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
7.06 or any other provision of this Agreement;




          (g) 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, state and local income taxes, to the extent such income taxes are
attributable to the income of the Borrower and the Restricted Subsidiaries and, to the
extent of the amount actually received from the Unrestricted Subsidiaries, in amounts
required to pay such taxes to the extent attributable to the income of such Unrestricted
Subsidiaries;




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




          (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;



          (h) 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; provided that, after giving effect thereto, the aggregate amount of such Restricted
Payments shall not to exceed (i) $100,000,000 plus (ii) the Available Amount at the time; provided
further that, if any Restricted Payment is to be made pursuant to this clause (h) at a time when
there is a Reserved Prepayment Amount, such Restricted Payment shall not be permitted based on the
Available Amount unless, prior to making such Restricted Payment, the




88









 







Borrower shall have offered
to prepay the Loans with such Reserved Prepayment Amount pursuant to Section 2.05(a)(ii); and




          (i) to the extent constituting a Restricted Payment, TRERO Contributions.




     SECTION 7.07 Change in Nature of Business. Engage in any material line of business
other than a Similar Business; provided that (a) the Borrower shall not incur any Indebtedness
other than the Loans and Indebtedness consisting of the financing of insurance premiums and shall
not have any assets or conduct any business or activities other than Investments in Intermediate
Holdco, the Targa Resources Employee Relief Organization and activities incidental thereto and (b)
Intermediate Holdco shall
not incur any Indebtedness other than under the Subsidiary Guaranty and shall not have any
assets or conduct any business or activities other than Investments in OpCo and activities
incidental thereto.



     SECTION 7.08 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:



          (a) transactions between or among Loan Parties not involving any other Affiliate;




          (b) transactions on terms substantially as favorable to the Borrower or such Restricted
Subsidiary (taking into account all related transactions occurring substantially concurrently with
such transaction) as would be obtainable by the Borrower or such Restricted Subsidiary at the time
in a comparable arm’s-length transaction with a Person other than an Affiliate;




          (c) the Transaction and the payment of fees and expenses related to the Transaction;




          (d) 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 $9,000,000 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;




          (e) Restricted Payments permitted under Section 7.06;




          (f) 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;




          (g) 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;




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          (h) 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;




          (i) transactions pursuant to agreements, instruments or arrangements in existence on the
Closing Date and set forth in Schedule 7.08 or any amendment thereto to the extent such an
amendment is not adverse to the Lenders in any material respect;




          (j) 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;




          (k) 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;




          (l) 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




          (m) transactions with customers, clients, suppliers, or purchasers or sellers of goods or
services, in each case in the ordinary course of business and otherwise in compliance with the
terms of this Agreement that are fair to the Borrower and the Restricted Subsidiaries, in the
reasonable determination of the Board of Directors or the senior management of the Borrower, or are
on terms at least as favorable as might reasonably have been obtained at such time from an
unaffiliated party.




     SECTION 7.09 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)
any Restricted Subsidiary of the Borrower that is not a Loan Party or any Existing JV to make
Restricted Payments to the Borrower or any Loan Party 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 date hereof and (to the extent not otherwise permitted by this
Section 7.09) are listed on Schedule 7.09 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



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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 6.17,




          (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, provided that (x) such restrictions apply only to such Restricted Subsidiary (and its
Subsidiaries, if any) and (y) limitations described in clause (a) of this Section 7.09 shall
not be permitted by this clause (iii) unless the applicable Subsidiary to which such
limitations applies is an Acquired Non-Guarantor,




          (iv) are customary provisions in joint venture agreements and other similar agreements
applicable to joint ventures permitted under Section 7.02 and applicable solely to such
joint venture to the extent 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(f) 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, and




          (ix) are restrictions on cash or other deposits imposed by customers under contracts
entered into in the ordinary course of business.



     SECTION 7.10 Use of Proceeds. Use the proceeds of any Loans, whether directly or
indirectly, in a manner inconsistent with the uses set forth in the preliminary statements to this
Agreement. No part of the proceeds of any Loan will be used, whether directly or indirectly, for
any purpose that would entail a violation of any of the Regulations of the FRB, including
Regulations T, U and X.



     SECTION 7.11 [Intentionally Omitted].



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     SECTION 7.12 Accounting Changes. Make any change in the Borrower’s fiscal year;
provided, however, that the Borrower may, upon written notice to the Administrative Agent, change
its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in
which case, the Borrower and the Administrative Agent will, and are hereby authorized by the
Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in
fiscal year.



     SECTION 7.13 Prepayments, Etc. of Indebtedness. Following the Triggering Event, make
or agree to pay or make, directly or indirectly, any payment or other distribution (whether in
cash, securities or other property) of or in respect of principal of or interest on any unsecured
subordinated Indebtedness, or any payment or other distribution (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 Indebtedness or pay in
cash any amount in respect of any such Indebtedness or preferred Equity Interests that may at the
obligor’s option be paid in kind or in other securities, except:



          (a) payment of regularly scheduled interest and principal payments as and when due in respect
of any such Indebtedness;




          (b) refinancings of Indebtedness to the extent permitted by Section 7.03; and




          (c) payment of Indebtedness otherwise prohibited to the extent such payment is treated as a
Restricted Payment under clause (h) of Section 7.06 and allowed thereunder at the time of such
payment.




     SECTION 7.14 Equity Interests of the Borrower and Restricted Subsidiaries. Permit (a)
any Restricted Subsidiary to be a non-wholly owned Subsidiary, except (i) as a result of or in
connection with a Disposition to an MLP or of Equity Interests in an MLP or GP, in each case,
permitted by Section 7.05, (ii) any Subsidiary that is an Acquired Non-Guarantor and was not a
wholly owned subsidiary when acquired or (iii) any Subsidiary resulting from an Investment
permitted under clause (r), (s) or (u) Section 7.02, (b) any Restricted Subsidiary of OpCo that is
a Loan Party to issue Equity Interests to any Person other than a Loan Party or (c) any Restricted
Subsidiary that is not a Loan Party to issue Equity Interests to any Person other than a Restricted
Subsidiary.



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 (ii) within thirty (30) days after the
same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to
any other Loan Document; or





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          (b) Specific Covenants. The Borrower fails to perform or observe any term, covenant or
agreement contained in any of Sections 6.03(a) or 6.05(a) (solely with respect to the Borrower) or
6.18 or Article 7; or




          (c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or
agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its
part to be performed or observed and such failure continues for sixty (60) 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 required to be delivered in connection herewith or
therewith shall be incorrect or misleading in any material respect when made or deemed made; or




          (e) Cross-Default. A default under any mortgage, indenture or instrument under which there is
issued or by which there is secured or evidenced any Indebtedness for money borrowed by the
Borrower or any Restricted Subsidiary or the payment of which is guaranteed by the Borrower or any
Restricted Subsidiary, other than Indebtedness owed to the Borrower or a Restricted Subsidiary,
whether such Indebtedness or guarantee now exists or is created after the Closing Date, if both




               (i) such default either




          (A) results from the failure to pay any principal of such Indebtedness at its
stated final maturity (after giving effect to any applicable grace periods) or




          (B) relates to an obligation other than the obligation to pay principal of any
such Indebtedness at its stated final maturity and results in the holder or holders
of such Indebtedness causing such Indebtedness to become due prior to its stated
maturity, and




          (ii) the principal amount of such Indebtedness, together with the principal amount of
any other such Indebtedness in default for failure to pay principal at stated final maturity
(after giving effect to any applicable grace periods), or the maturity of which has been so
accelerated, aggregate in excess of the Threshold Amount at any one time outstanding;



          (f) Insolvency Proceedings, Etc. Any Loan Party or any of the 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,
administrator, administrative receiver or similar officer for it or for all or any material
part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator,
administrator, administrative receiver or similar officer is appointed without the application or
consent of such Person and the appointment continues undischarged or unstayed for sixty (60)
calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all
or any material




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part of its property is instituted without the consent of such Person and continues
undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such
proceeding; or




          (g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Restricted Subsidiary
becomes unable or admits in writing its inability or fails generally to pay its debts in excess of
the Threshold Amount 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 the Loan
Parties, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days
after its issue or levy; or




          (h) Judgments. There is entered against any Loan Party or any Restricted Subsidiary, or any
combination thereof, one or more final judgments or orders for the payment of money in an aggregate
amount exceeding the Threshold Amount (to the extent not covered by independent third-party
insurance, as to which the insurer has been notified of such judgment or order and has not denied
coverage) and such judgments or orders shall not have been satisfied, vacated, discharged or stayed
or bonded pending an appeal for a period of sixty (60) consecutive days, or any action shall be
legally taken by a judgment creditor to levy upon assets or properties of any Loan Party or any
Restricted Subsidiary to enforce any such judgment; or




          (i) ERISA. (i) After the occurrence of the Triggering Event, an ERISA Event occurs with
respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected
to result in liability of any Loan Party under Title IV of ERISA in an aggregate amount which could
reasonably be expected to result in a Material Adverse Effect, or (ii) any Loan Party 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 which could reasonably be expected to result 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 (including as a result of a transaction permitted under Section 7.04 or 7.05) or as a
result of acts or omissions by the Administrative Agent or any Lender or the satisfaction in full
of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in
writing the validity or enforceability of any provision of any Loan Document; or any Loan Party
denies in writing that it has any or further liability or obligation under any Loan Document (other
than as a result of repayment in full of the Obligations and termination of the Aggregate
Commitments), or purports in writing to revoke or rescind any Loan Document; or




          (k) Pledge Agreement. The Pledge Agreement after delivery thereof pursuant to Section 4.01
shall for any reason (other than pursuant to the terms thereof) cease to create a valid and
perfected first priority lien on and security interest in any material portion of the Collateral
purported to be covered thereby, subject to Liens permitted under Section 7.01, 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 Pledge Agreement or to file Uniform
Commercial Code continuation statements.




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          SECTION 8.02 Remedies Upon Event of Default. If any Event of Default occurs and is
continuing, the Administrative Agent or Collateral Agent (as applicable) may and, at the request of
the Required Lenders, shall take any or all of the following actions:




               (a) declare the commitment of each Lender to make Loans to be terminated, whereupon such
commitments shall be terminated;



               (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; and



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


provided 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 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, in each
case without further act of the Administrative Agent, the Collateral Agent or any Lender; provided
further that if a Default or an Event of Default results from the failure to take any action
required pursuant to Section 6.01, and the applicable Borrower or such Restricted Subsidiary
subsequently takes the required action, then the applicable Default or Event of Default shall be
deemed to have been cured and/or waived and for all purposes hereunder shall be deemed not to have
occurred.




          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.




          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), any
amounts received on account of the Obligations shall be applied by the Administrative Agent and the
Collateral Agent in the following order:





     First, to payment of that portion of the Obligations constituting fees, indemnities,
expenses and other amounts (other than principal and interest, but including Attorney
Costs payable under Section 10.04 and amounts payable under Article 3) payable to the
Administrative Agent and the Collateral Agent in their capacities as such;




     Second, to payment of that portion of the Obligations constituting fees, indemnities
and other amounts (other than principal and interest and other amounts referred to in
clauses Third, Fourth, and Fifth below) payable to the Secured Parties (including Attorney
Costs payable under Section 10.05 and amounts payable under Article 3), ratably among them
in proportion to the amounts described in this clause Second payable to them;



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     Third, to payment of that portion of the Obligations constituting accrued and unpaid
interest on the Loans, ratably among the Lenders in proportion to the respective amounts
described in this clause Third payable to them;




     Fourth, to payment of that portion of the Obligations constituting unpaid principal of
the Loans, ratably among the Secured Parties in proportion to the respective amounts
described in this clause Fourth held by them;




     Fifth, to the payment of all other Obligations of the Loan Parties that are due and
payable to the Administrative Agent and the other Secured Parties on such date, ratably
based upon the respective aggregate amounts of all such Obligations owing to the
Administrative Agent and the other Secured Parties on such date; and




     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.



ARTICLE IX.




Administrative Agent and Other Agents 



          SECTION 9.01 Appointment and Authorization of Agents. (a) Each Lender hereby
irrevocably appoints, designates and authorizes each of the Administrative Agent and Collateral
Agent to take such action on its behalf under the provisions of this Agreement and each other Loan
Document and to exercise such powers and perform such duties as are expressly delegated to it by
the terms of this Agreement or any other Loan Document, together with such powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in
any other Loan Document, neither the Administrative Agent nor the Collateral Agent shall have any
duties or responsibilities, except those expressly set forth herein, nor shall any Agent have or be
deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement
or any other Loan Document or otherwise exist against any Agent. Without limiting the generality
of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with
reference to any Agent is not intended to connote any fiduciary or other implied (or express)
obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely
as a matter of market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties. References in this Article to the
Administrative Agent shall apply, mutatis mutandis, to the Collateral Agent,
whether or not so expressed.


               (b) Each of the Lenders (in its capacity as a Lender) hereby irrevocably appoints and
authorizes the Collateral Agent to act as the agent of (and to hold any security interest created
by the Pledge Agreement 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
9.02 for purposes of holding or enforcing any Lien on the Collateral (or any


96








 







portion thereof)
granted under the Pledge Agreement, 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 9 (including, Section 9.07, 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 Agents to execute any and
all documents (including releases) with respect to the Collateral and the rights of the Secured
Parties with respect thereto, as contemplated by and in accordance with the provisions of this
Agreement and the Pledge Agreement and acknowledge and agree that any such action by any Agent
shall bind the Lenders.




     SECTION 9.02 Delegation of Duties. The Agents may execute any of their duties under
this Agreement or any other Loan Document (including for purposes of holding or enforcing any Lien
on the Collateral (or any portion thereof) granted under the Pledge Agreement or of exercising any
rights and remedies thereunder) by or through agents, employees or attorneys-in-fact including for
the purpose of any Borrowings, such sub-agents as shall be deemed necessary by the Agents and shall
be entitled to advice of counsel and other consultants or experts concerning all matters pertaining
to such duties. No Agent shall be responsible for the negligence or misconduct of any agent or
sub-agent or attorney-in-fact that it selects in the absence of gross negligence or willful
misconduct (as determined in the final judgment of a court of competent jurisdiction).



     SECTION 9.03 Liability of Agents. No Agent or Agent-Related Person shall (a) be
liable for any action taken or omitted to be taken by any of them under or in connection with this
Agreement or any other Loan Document or the transactions contemplated hereby (except for its own
gross negligence or willful misconduct, as determined by the final judgment of a court of competent
jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in
any manner to any Lender or participant for any recital, statement, representation or warranty made
by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any
certificate, report, statement or other document referred to or provided for in, or received by any
Agent under or in connection with, this Agreement or any other Loan Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document, or the perfection or priority of any Lien or security interest created or purported to be
created under the Pledge Agreement, or for any failure of any Loan Party or any other party to
any Loan Document to perform its obligations hereunder or thereunder. No Agent or
Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to
inquire as to the observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties, books or records of
any Loan Party or any Affiliate thereof.



     SECTION 9.04 Reliance by Agents. (a) Each Agent shall be entitled to rely, and
shall be fully protected in relying, upon any writing, communication, signature, resolution,
representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or
telephone message, electronic mail message, statement or other document or conversation believed by
it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel to any Loan Party), independent
accountants and other experts selected by such Agent. Each Agent shall be fully justified in
failing or refusing to take any action under any Loan Document unless it shall first



97









 







receive such
advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it
shall first be indemnified to its satisfaction by the Lenders against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take any such action.
Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under
this Agreement or any other Loan Document in accordance with a request or consent of the Required
Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and
such request and any action taken or failure to act pursuant thereto shall be binding upon all the
Lenders.



          (b) For purposes of determining compliance with the conditions specified in 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 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 9.05 Notice of Default. The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default, except with respect to defaults in the
payment of principal, interest and fees required to be paid to the Administrative Agent for the
account of the Lenders, unless the Administrative Agent shall have received written notice from a
Lender or the Borrower referring to this Agreement, describing such Default and stating that such
notice is a “notice of default”. The Administrative Agent will notify the Lenders of its receipt
of any such notice. The Administrative Agent shall take such action with respect to any Event of
Default as may be directed by the Required Lenders in accordance with Article 8; provided that
unless and until the Administrative Agent has received any such direction, the Administrative Agent
may (but shall not be obligated to) take such action, or refrain from taking such action, with
respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders.



     SECTION 9.06 Credit Decision; Disclosure of Information by Agents. Each Lender acknowledges that no Agent or Agent-Related Person has made any representation
or warranty to it, and that no act by any Agent hereafter taken, including any consent to and
acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof,
shall be deemed to constitute any representation or warranty by any Agent or Agent-Related Person
to any Lender as to any matter, including whether Agents or Agent-Related Persons have disclosed
material information in their possession. Each Lender represents to each Agent that it has,
independently and without reliance upon any Agent or Agent-Related Person and based on such
documents and information as it has deemed appropriate, made its own appraisal of and investigation
into the business, prospects, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or
other regulatory Laws relating to the transactions contemplated hereby, and made its own decision
to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties
hereunder. Each Lender also represents that it will, independently and without reliance upon any
Agent or Agent-Related Person and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Loan Documents, and to make such
investigations as it deems necessary to inform itself as to the business, prospects,



98









 







operations,
property, financial and other condition and creditworthiness of the Borrower and the other Loan
Parties. Except for notices, reports and other documents expressly required to be furnished to the
Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of any of the Loan Parties or any of
their respective Affiliates which may come into the possession of any Agent or Agent-Related
Person.



     SECTION 9.07 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 Indemnified Liabilities 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 Indemnified
Liabilities 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 9.07. In the case of any
investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section
9.07 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 9.07 shall
survive termination of the Aggregate Commitments, the payment of all other Obligations and the
resignation of such Agent.



     SECTION 9.08 Agents in their Individual Capacities. Credit Suisse and its Affiliates
may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity
Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with each of the Loan Parties and their respective Affiliates as though Credit
Suisse were not an Agent hereunder and without notice to or consent of the Lenders. The Lenders
acknowledge that, pursuant to such activities, Credit Suisse or its Affiliates may receive
information regarding any Loan Party or its Affiliates (including information that may be subject
to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that
the Administrative Agent and Collateral Agent shall be under no obligation to provide such
information to them. With respect to its Loans, Credit Suisse shall have the same rights and
powers under this Agreement as any other Lender and may exercise such rights and powers as though
it were not an Agent, and the terms “Lender” and “Lenders” include Credit Suisse in its individual
capacity.



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     SECTION 9.09 Successor Agents. The Administrative Agent or Collateral Agent may
resign as such Agent upon thirty (30) days’ notice to the Lenders and the Borrower. If an Agent
resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor
agent for the Lenders, which successor agent shall be consented to by the Borrower at all times
other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent
of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed
prior to the effective date of the resignation of an Agent, such Agent may appoint, after
consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the
acceptance of its appointment as successor agent hereunder, the Person acting as such successor
agent shall succeed to all the rights, powers and duties of the retiring Agent and the term
“Administrative Agent” or “Collateral Agent” (as applicable) shall mean such successor agent and/or
supplemental agent, as the case may be, and the retiring Agent’s appointment, powers and duties as
such Agent shall be terminated. After the retiring Agent’s resignation hereunder as an Agent, the
provisions of this Article 9 and Sections 10.04 and 10.05 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was an Agent. If no successor agent has
accepted appointment as an Agent by the date which is thirty (30) days following the retiring
Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become
effective and the Lenders shall perform all of the duties of such Agent under the applicable Loan
Documents until such time, if any, as the Required Lenders appoint a successor agent as provided
for above. Upon the acceptance of any appointment as an Agent hereunder by a successor and upon
the execution and filing or recording of such financing statements, or amendments thereto, and such
other instruments or notices, as may be necessary or desirable, or as the Required Lenders may
request, in order to (a) continue the perfection of the Liens granted or purported to be granted by
the Pledge Agreement or (b) otherwise ensure that the Collateral and Guarantee Requirement is
satisfied, the applicable Agent shall thereupon succeed to and become vested with all the rights,
powers, discretion, privileges, and duties of the
retiring Agent, and the retiring Agent shall be discharged from its duties and obligations
under the Loan Documents. After the retiring Agent’s resignation hereunder as such Agent, the
provisions of this Article 9 shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as such Agent.



     SECTION 9.10 Administrative Agent May File Proofs of Claim. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Loan 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 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 and the
Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Lenders and the Administrative Agent and their respective agents and counsel
and all other amounts due the Lenders and the Administrative Agent under Sections 2.09 and 10.04)
allowed in such judicial proceeding; and




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          (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 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, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the Agents and their respective
agents and 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 any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.




     SECTION 9.11 Collateral and Guaranty Matters. The Lenders irrevocably agree that:



          (a) any Lien on any property granted to or held by the Administrative Agent or the Collateral
Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate
Commitments and payment in full of all Obligations (other than contingent indemnification
obligations not yet accrued and payable) or (ii) subject to Section
10.01, if the release of such Lien is approved, authorized or ratified in writing by the
Required Lenders; and




          (b) any Subsidiary Guarantor (other than Intermediate Holdco) shall be automatically released
from its obligations under the Subsidiary Guaranty if such Person ceases to be a wholly owned
Restricted Subsidiary as a result of any transaction or designation permitted hereunder.




          Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing
the Collateral Agent’s authority to release or subordinate its interest in particular types or
items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary
Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, 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 Pledge
Agreement, or to evidence the release of such Subsidiary Guarantor from its obligations under the
Subsidiary Guaranty, in each case in accordance with the terms of the Loan Documents and this
Section 9.11.




     SECTION 9.12 Other Agents; Arrangers and Managers. None of the Lenders or other
Persons identified on the facing page or signature pages of this Agreement as a “syndication
agent”, “joint bookrunner” or “arranger” shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all Lenders as such.



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Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be
deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has
not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to
enter into this Agreement or in taking or not taking action hereunder.



     SECTION 9.13 Appointment of Supplemental Agents. (a) It is the purpose of this
Agreement and the other Loan Documents that there shall be no violation of any Law of any
jurisdiction denying or restricting the right of banking corporations or associations to transact
business as agent or trustee in such jurisdiction. It is recognized that in case of litigation
under this Agreement or any of the other Loan Documents, and in particular in case of the
enforcement of any of the Loan Documents, or in case the Administrative Agent or Collateral Agent
deems that by reason of any present or future Law of any jurisdiction it may not exercise any of
the rights, powers or remedies granted herein or in any of the other Loan Documents or take any
other action which may be desirable or necessary in connection therewith, the Administrative Agent
or Collateral Agent is hereby authorized to appoint an additional individual or institution
selected by it in its sole discretion as a separate trustee, co-trustee, administrative agent,
collateral agent, administrative or collateral sub-agent or administrative or collateral co-agent
(any such additional individual or institution being referred to herein individually as a
“Supplemental Agent” and collectively as “Supplemental Agents”).



          (b) In the event that the Administrative Agent or Collateral Agent appoints a Supplemental
Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed
or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or
conveyed to the Administrative Agent or Collateral Agent with respect to such Collateral shall be
exercisable by and vest in such Supplemental Agent to the extent, and only to the extent, necessary
to enable such Supplemental Agent to exercise such rights, powers and privileges with respect to
such Collateral and to perform such duties with respect to such Collateral, and every covenant and
obligation contained in the Loan Documents and necessary to the exercise or performance thereof by
such Supplemental Agent shall run to and be enforceable by either the Administrative Agent or
Collateral Agent or such Supplemental Agent, and (ii) the provisions of this Article 9 and of
Sections 10.04 and 10.05 that refer to the Administrative Agent or Collateral Agent shall inure to
the benefit of such Supplemental Agent and all references therein to the Administrative Agent or
Collateral Agent shall be deemed to be references to the Administrative Agent, Collateral Agent
and/or such Supplemental Agent, as the context may require.




          (c) Should any instrument in writing from the Borrower, or any other Loan Party be required by
any Supplemental Agent so appointed by the Administrative Agent or Collateral Agent for more fully
and certainly vesting in and confirming to him or it such rights, powers, privileges and duties,
the Borrower shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all
such instruments promptly upon request by the Administrative Agent or Collateral Agent. In case
any Supplemental Agent, or a successor thereto, shall die, become incapable of acting, resign or be
removed, all the rights, powers, privileges and duties of such Supplemental Agent, to the extent
permitted by Law, shall vest in and be exercised by the Administrative Agent or Collateral Agent,
as applicable, until the appointment of a new Supplemental Agent.




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ARTICLE X.




Miscellaneous



     SECTION 10.01 Amendments, Etc. Except as otherwise set forth in this Agreement, no
amendment or waiver of any provision of this Agreement or any other Loan Document, 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 each such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given; provided 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 4.01 or the
waiver of any Default, 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 under Sections 2.07, 2.08 or 2.09 without the written consent of each
Lender directly affected thereby, it being understood that the waiver of (or amendment to the
terms of) any mandatory prepayment of Loans 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 (subject
to clause (i) 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 that, only the consent of the Required Lenders shall be necessary to
amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest
at the Default Rate;




          (d) change any provision of this Section 10.01, the definition of “Required Lenders” or “Pro
Rata Share” or Sections 8.04 or 2.13 without the written consent of each Lender affected thereby;




          (e) release all or substantially all of the Collateral in any transaction or series of related
transactions, without the written consent of each Lender; or




          (f) other than in connection with a transaction permitted under Section 7.04 or 7.05, release
all or substantially all of the aggregate value of the Subsidiary Guarantees, 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 Administrative Agent or Collateral Agent, as the case may be, in addition to the Lenders
required above, affect the rights or duties of, or any fees or other amounts payable to, the
Administrative Agent or Collateral Agent under this Agreement or any other Loan Document; and (ii)
Section 10.07(g) may not be amended, waived or otherwise modified without the consent of each
Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such
amendment, waiver or other modification. Notwithstanding anything to the contrary




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herein, no
Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent
hereunder, except that the Commitment of such Lender may not be increased or extended without the
consent of such Lender (it being understood that any Commitments or Loans held or deemed held by
any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent
of the Lenders).




          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 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.




     SECTION 10.02 Notices and Other Communications; Facsimile Copies. (a) General.
Unless otherwise expressly provided herein, all notices and other communications provided for
hereunder or under any other Loan Document shall be in
writing (including by facsimile transmission). All such written notices shall be mailed,
faxed or delivered to the applicable address, facsimile number or electronic mail address, 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 or the Collateral Agent, to the
address, facsimile number, electronic mail address or telephone number specified for such
Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address
or telephone number as shall be designated by such party in a notice to the other parties;
and




          (ii) if to any other Lender, to the address, facsimile number, electronic mail address
or telephone number specified in its Administrative Questionnaire or to such other address,
facsimile number, electronic mail address or telephone number as shall be designated by such
party in a notice to the Borrower, the Administrative Agent and the Collateral Agent.


All such notices and other communications shall be deemed to be given or made upon the earlier to
occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by
courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail,
four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile,
when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail
(which form of delivery is subject to the provisions of Section 10.02(c)), when delivered; provided
that notices and other communications to the Administrative Agent pursuant to Article 2 shall not
be effective until actually received by such Person. In no event shall a voice mail message be
effective as a notice, communication or confirmation hereunder.




          (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted
and/or signed by facsimile. The effectiveness of any such documents and




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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 Agents and the Lenders.




          (c) Reliance by Agents and Lenders. The Administrative Agent and the Lenders shall be
entitled to rely and act upon any notices (including telephonic Committed 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 each Agent and Agent-Related Person and each Lender from all
losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice
purportedly given by or on behalf of the Borrower in the absence of gross negligence or willful
misconduct. All telephonic notices to 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 or the Administrative Agent or Collateral Agent to exercise, and
no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under
any other Loan Document 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, and provided under each other Loan Document, are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by Law.



     SECTION 10.04 Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the
Closing Date occurs, to pay or reimburse each of the Agents, and the Arrangers for all reasonable
out-of-pocket costs and expenses incurred in connection with the preparation, negotiation,
syndication and execution of this Agreement and the other Loan Documents, and any amendment,
waiver, consent or other modification of the provisions hereof and thereof (whether or not the
transactions contemplated thereby are consummated), and the consummation and administration of the
transactions contemplated hereby and thereby, including all Attorney Costs of Cravath, Swaine &
Moore LLP, and (b) to pay or reimburse each of the Agents, the Arrangers and each Lender for all
out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or
remedies under this Agreement or the other Loan Documents (including all such costs and expenses
incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and
including all Attorney Costs of counsel to the Administrative Agent or Collateral Agent). The
foregoing costs and expenses shall include all reasonable search, filing, and recording charges and
fees and taxes related thereto, and other (reasonable, in the case of Section 10.04(a))
out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive
the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts
due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower
of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party
fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any
Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in
its sole discretion.



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     SECTION 10.05 Indemnification by the Borrower. Whether or not the transactions
contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent,
each Agent-Related Person, each Lender and their respective Affiliates, directors, officers,
employees, counsel, agents, trustees, investment advisors and attorneys-in-fact (collectively the
“Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties,
claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney
Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or
asserted against any such Indemnitee in any way relating to or arising out of or in connection with
(a) the execution, delivery, enforcement, performance or administration of any Loan Document or any
other agreement, letter or instrument delivered in connection with the transactions contemplated
thereby or the consummation of the transactions contemplated thereby (including the syndication of
the Facilities), (b) any Commitment or Loan or the use or proposed use of the proceeds
therefrom, or (c) any actual or alleged presence or release of Hazardous Materials on or from
any property currently or formerly owned or operated by the Borrower, any Subsidiary or any other
Loan Party, or any Environmental Liability related in any way to the Borrower, any Subsidiary or
any other Loan Party, or (d) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or any other theory
(including any investigation of, preparation for, or defense of any pending or threatened claim,
investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party
thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or
not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such
liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits,
costs, expenses or disbursements are determined in the final, non-appealable judgment of a court of
competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct
of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others
of any information or other materials obtained through IntraLinks or other similar information
transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party
have any liability for any special, punitive, indirect or consequential damages relating to this
Agreement or any other Loan Document or arising out of its activities in connection herewith or
therewith (whether before or after the Closing Date). In the case of an investigation, litigation
or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be
effective whether or not such investigation, litigation or proceeding is brought by any Loan Party,
its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any
Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated
hereunder or under any of the other Loan Documents is consummated. All amounts due under this
Section 10.05 shall be paid within ten (10) Business Days after demand therefor; provided, however,
that such Indemnitee shall promptly refund such amount to the extent that there is a final,
non-appealable judgment of a court of competent jurisdiction that such Indemnitee was not entitled
to indemnification or contribution rights with respect to such payment pursuant to the express
terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation of
the Administrative Agent, the replacement of any Lender, the termination of the Aggregate
Commitments and the repayment, satisfaction or discharge of all the other Obligations.



     SECTION 10.06 Payments Set Aside. To the extent that any payment by or on behalf of
the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its



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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 such Agent 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 severally agrees to pay to
the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid
by any 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.




     SECTION 10.07 Successors and Assigns. (a) 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 each Lender and no Lender may
assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible
Assignee, (ii) by way of participation in accordance with the provisions of Section 10.07(e), (iii)
by way of pledge or assignment of a security interest subject to the restrictions of Section
10.07(h) or (iv) to an SPC in accordance with the provisions of Section 10.07(g) (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 Section 10.07(e) and, to the extent expressly contemplated hereby, the
Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.



          (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may
assign to one or more assignees (“Assignees”) all or a portion of its rights and obligations under
this Agreement and the Loans at the time owing to it with the prior written consent (such consent
not to be unreasonably withheld or delayed) of:





          (A) the Borrower, provided that no consent of the Borrower shall be required
for (1) an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if
an Event of Default under Section 8.01(a), (f) or (g) has occurred and is
continuing, any Assignee or (2) an assignment of any Loans so long as notice of such
assignment is provided to the Borrower; and




          (B) the Administrative Agent; provided that no consent of the Administrative
Agent shall be required for an assignment of all or any portion of a Loan to a
Lender, an Affiliate of a Lender or an Approved Fund.




          (ii) Assignments shall be subject to the following additional conditions:




          (A) except in the case of an assignment to a Lender, an Affiliate of a Lender
or an Approved Fund or an assignment of the entire remaining amount of the assigning
Lender’s Commitment or Loans, the amount of the



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Commitment or 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)
shall be in an integral multiple of $1,000,000 (such amount being adjusted to give
effect to PIK Interest) unless each of the Borrower and the Administrative Agent
otherwise consents, provided that (1) no such consent of the Borrower shall be
required if an Event of Default under Section 8.01(a), (f) or (g) has occurred and
is continuing and (2)
such amounts shall be aggregated in respect of each Lender and its Affiliates
or Approved Funds, if any;




          (B) the parties to each assignment shall (1) electronically execute and deliver
to the Administrative Agent an Assignment and Assumption via an electronic
settlement system acceptable to the Administrative Agent (which initially shall be
ClearPar, LLC) or (2) manually execute and deliver to the Administrative Agent an
Assignment and Assumption, together with, in the case of this clause (2), a
processing and recordation fee of $3,500; provided that only one such fee shall be
payable in the case of contemporaneous assignments by or to related Funds; and




          (C) the Assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire and applicable tax forms.



          (c) Subject to acceptance and recording thereof by the Administrative Agent pursuant to
Section 10.07(d), from and after the effective date specified in each Assignment and Assumption,
the Eligible 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, 10.04 and 10.05 with respect to facts
and circumstances occurring prior to the effective date of such assignment). Upon request, and the
surrender by the assigning Lender of its Note, 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 clause (c) 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 Section 10.07(e).




          (d) 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 (and related interest amounts) of the Loans owing to,
each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the
Register shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders
shall 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




108









 







the contrary. The
Register shall be available for inspection by the Borrower, any Agent and any Lender, at any
reasonable time and from time to time upon reasonable prior notice.




          (e) 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) (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 owing to it); provided that (i) such
Lender’s obligations under this Agreement shall remain unchanged, (ii)
such Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrower, the Agents and the other Lenders 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 the other
Loan Documents and to approve any amendment, modification or waiver of any provision of this
Agreement or the other Loan Documents; 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 directly affects such
Participant. Subject to Section 10.07(f), the Borrower agrees that each Participant shall be
entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to Section 10.07(c) but shall not be entitled
to recover greater amounts under such Sections than the selling Lender would be entitled to
recover. To the extent permitted by applicable Law, each Participant also shall be entitled to the
benefits of Section 10.09 as though it were a Lender; provided that such Participant agrees to be
subject to Section 2.13 as though it were a Lender.




          (f) A Participant shall not be entitled to receive any greater payment under Section 3.01,
3.04 or 3.05 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. A Participant shall not be entitled to the
benefits of Section 3.01 unless the Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section
10.15 as though it were a Lender.




          (g) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting
Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to
time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to
provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make
pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any
SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to
make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan
pursuant to the terms hereof. Each party hereto hereby agrees that (i) neither the grant to any
SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise
increase or change the obligations of the Borrower under this Agreement (including its obligations
under Section 3.01, 3.04 or 3.05), (ii) no SPC shall be liable for any indemnity or similar payment
obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender
shall for all purposes, including the approval of any amendment, waiver or other modification of
any provision of any Loan Document, remain the




109









 







lender of record hereunder. The making of a Loan by
an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if,
such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained
herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the
Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion
of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose
on a confidential basis any non-public information relating to its funding of Loans to any rating
agency, commercial
paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such
SPC.




          (h) Notwithstanding anything to the contrary contained herein, (1) any Lender may in
accordance with applicable Law create a security interest in all or any portion of its rights under
this Agreement (including the Loans owing to it and the Note, if any, held by it) to secure
obligations of such Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank and (2) any Lender that is a Fund may create a security interest in all or any portion
of its rights under this Agreement (including the Loans owing to it and the Note, if any, held by
it) to the trustee for holders of obligations owed, or securities issued, by such Fund as security
for such obligations or securities; provided that unless and until such pledgee actually becomes a
Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall
release the pledging Lender from any of its obligations under the Loan Documents and (ii) such
pledgee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents
even though such pledgee may have acquired ownership rights with respect to the pledged interest
through foreclosure or otherwise.




     SECTION 10.08 Confidentiality. Each of the Agents and the Lenders agrees to maintain
the confidentiality of the Information, except that Information may be disclosed (a) to its
Affiliates and its and its Affiliates’ directors, officers, employees, trustees, investment
advisors and agents, including accountants, legal counsel and other advisors (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 Governmental Authority; (c) to the extent required by applicable Laws or regulations or by
any subpoena or similar legal process; (d) to any other party to this Agreement or any Credit
Facility to which the disclosing Person is a party; (e) subject to an agreement containing
provisions substantially the same as those of this Section 10.08 (or as may otherwise be reasonably
acceptable to the Borrower), to any pledgee referred to in Section 10.07(g), counterparty to a Swap
Contract, Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or
Participant in, any of its rights or obligations under this Agreement; (f) with the written consent
of the Borrower; (g) to the extent such Information becomes publicly available other than as a
result of a breach of this Section 10.08; (h) to any Governmental Authority or examiner (including
the National Association of Insurance Commissioners or any other similar organization) regulating
any Lender; or (i) to any rating agency when required by it (it being understood that, prior to any
such disclosure, such rating agency shall undertake to preserve the confidentiality of any
Information relating to the Loan Parties received by it from such Lender). In addition, the Agents
and the Lenders may disclose the existence of this Agreement and information about this Agreement
to market data collectors, similar service providers to the lending industry, and service providers
to the Agents and the Lenders in connection with the administration and management of this
Agreement, the other Loan



110









 







Documents, the Commitments, and the Loans. For the purposes of this
Section 10.08, “Information” means all information received from any Loan Party relating to any
Loan Party or its business, other than any such information that is publicly available to any Agent
or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this
Section 10.08; provided that, in the case of information received from
a Loan Party after the date hereof, such information is clearly identified at the time of
delivery as confidential or is delivered pursuant to Section 6.01, 6.02, 6.03 or 6.10 hereof.



     SECTION 10.09 Setoff. 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 (on its own behalf and on behalf
of each Loan Party and its Subsidiaries) 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 and their Subsidiaries against any and
all Obligations owing to such Lender and its Affiliates hereunder or under any other Loan Document,
now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate
shall have made demand under this Agreement or any other Loan Document 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
Administrative 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 the Administrative Agent and each Lender under this Section 10.09 are in addition to
other rights and remedies (including other rights of setoff) that the Administrative Agent and such
Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in
no event shall the assets of any Foreign Subsidiary constitute collateral security for payment of
the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity
Interests of any Foreign Subsidiary do not constitute such an asset and (b) the provisions hereof
shall not limit, reduce or otherwise diminish in any respect the Borrower’s obligations to make any
mandatory prepayment pursuant to Section 2.05(b)(ii).



     SECTION 10.10 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 any 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 an 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.



111









 





     SECTION 10.11 Counterparts. This Agreement and each other Loan Document may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument. Delivery by telecopier of an executed counterpart of a signature page to this
Agreement and each other Loan Document shall be effective as delivery of an original executed
counterpart of this Agreement and such other Loan Document. The Agents may also require that any
such documents and signatures delivered by telecopier be confirmed by a manually signed original
thereof; provided that the failure to request or deliver the same shall not limit the effectiveness
of any document or signature delivered by telecopier.



     SECTION 10.12 Integration. This Agreement, together with the other Loan Documents,
comprises the complete and integrated agreement of the parties on the subject matter hereof and
thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event
of any conflict between the provisions of this Agreement and those of any other Loan Document, the
provisions of this Agreement shall control; provided that the inclusion of supplemental rights or
remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a
conflict with this Agreement. Each of the Loan Documents was drafted with the joint participation
of the respective parties thereto and shall be construed neither against nor in favor of any party,
but rather in accordance with the fair meaning thereof.



     SECTION 10.13 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 each
Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their
behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any
Default at the time of any Borrowing, and shall continue in full force and effect as long as any
Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.



     SECTION 10.14 Severability. If any provision of this Agreement or the other Loan
Documents is held to be illegal, invalid or unenforceable, the legality, validity and
enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not
be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.



     SECTION 10.15 Tax Forms.
(a) (i) Each Lender and Agent that is not a
“United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign
Lender”) shall deliver to the Borrower and the Administrative Agent, on or prior to the date which
is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest
herein), two duly
signed, properly completed copies of either IRS Form W-8BEN or any successor thereto (relating
to such Foreign Lender and entitling it to an exemption from, or reduction of, United States
withholding tax on all payments to be made to such Foreign Lender by the Borrower or any other Loan
Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor
thereto (relating to all payments to be made to such Foreign Lender by the Borrower or any other
Loan Party pursuant to this Agreement or any other Loan Document) or such other evidence reasonably
satisfactory to the Borrower and the Administrative Agent that such Foreign Lender is entitled to
an exemption from, or reduction of,



112









 







United States withholding tax, including any exemption pursuant
to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming such an
exemption under Section 881(c) of the Code, a certificate that establishes in writing to the
Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” as defined in
Section 881(c)(3)(A) of the Code, (ii) a 10-percent stockholder within the meaning of Section
871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower within
the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign
Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly
completed and signed copies of one or more of such forms or certificates (or such successor forms
or certificates as shall be adopted from time to time by the relevant United States taxing
authorities) as may then be available under then current United States Laws and regulations to
avoid, or such evidence as is reasonably satisfactory to the Borrower and the Administrative Agent
of any available exemption from, or reduction of, United States withholding taxes in respect of all
payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this
Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form,
certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event
requiring a change in the most recent form, certificate or evidence previously delivered by it to
the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably
requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the
Administrative Agent of any change in circumstances which would modify or render invalid any
claimed exemption or reduction.




          (ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own
account with respect to any portion of any sums paid or payable to such Foreign Lender under
any of the Loan Documents (for example, in the case of a typical participation by such
Foreign Lender), shall deliver to the Borrower and the Administrative Agent on the date when
such Foreign Lender ceases to act for its own account with respect to any portion of any
such sums paid or payable, and at such other times as may be necessary in the determination
of the Borrower or the Administrative Agent (in either case, in the reasonable exercise of
its discretion), (A) two duly signed completed copies of the forms or statements required to
be provided by such Foreign Lender as set forth above, to establish the portion of any such
sums paid or payable with respect to which such Foreign Lender acts for its own account that
is not subject to United States withholding tax, and (B) two duly signed completed copies of
IRS Form W-8IMY (or any successor thereto), together with any information such Foreign
Lender chooses to transmit with such form, and any other certificate or statement of
exemption required under the Code, to establish that such Foreign Lender is not acting for
its own account with respect to a portion of any such sums payable to such Foreign Lender.




          (iii) The Borrower shall not be required to pay any additional amount or any indemnity
payment under Section 3.01 to (A) any Foreign Lender if such Foreign Lender shall have
failed to satisfy the foregoing provisions of this Section 10.15(a), or (B) any U.S. Lender
if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b);
provided that (i) if such Lender shall have satisfied the requirement of this or Section
10.15(b), as applicable, on the date such Lender became a Lender or ceased to act for its
own account with respect to any payment under any of the Loan Documents, nothing in this
Section 10.15(a) or Section 10.15(b) shall relieve the



113









 







Borrower of its obligation to pay any
amounts pursuant to Section 3.01 in the event that, as a result of any change in any
applicable Law, treaty or governmental rule, regulation or order, or any change in the
interpretation, administration or application thereof, such Lender is no longer properly
entitled to deliver forms, certificates or other evidence at a subsequent date establishing
the fact that such Lender or other Person for the account of which such Lender receives any
sums payable under any of the Loan Documents is not subject to withholding or is subject to
withholding at a reduced rate and (ii) nothing in this Section 10.15(a) shall relieve the
Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that the
requirements of 10.15(a)(ii) have not been satisfied if the Borrower is entitled, under
applicable Law, to rely on any applicable forms and statements required to be provided under
this Section 10.15 by the Foreign Lender that does not act or has ceased to act for its own
account under any of the Loan Documents, including in the case of a typical participation.




          (iv) The Administrative Agent may deduct and withhold any taxes required by any Laws to
be deducted and withheld from any payment under any of the Loan Documents.



          (b) Each Lender and Agent that is a “United States person” within the meaning of Section
7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the
Borrower two duly signed, properly completed copies of IRS Form W-9 on or prior to the Closing Date
(or on or prior to the date it becomes a party to this Agreement), certifying that such U.S. Lender
is entitled to an exemption from United States backup withholding tax, or any successor form. If
such U.S. Lender fails to deliver such forms, then the Administrative Agent may withhold from any
payment to such U.S. Lender an amount equivalent to the applicable backup withholding tax imposed
by the Code.




     SECTION 10.16 Governing Law. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



          (b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED
WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO
ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY
OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH
STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, EACH AGENT AND EACH
LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF
THOSE COURTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THE BORROWER, EACH AGENT AND EACH
LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON
THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
ACTION OR PROCEEDING IN SUCH




114









 







JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED
THERETO.




     SECTION 10.17 Waiver of Right to Trial by Jury. 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 ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF
THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED
THERETO, 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 10.17 WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY
JURY.



     SECTION 10.18 Binding Effect. This Agreement shall become effective when it shall
have been executed by the Borrower and the Administrative Agent shall have been notified by each
Lender that each such Lender has executed it and thereafter shall be binding upon and inure to the
benefit of the Borrower, each Agent and each Lender and their respective successors and assigns,
except that the Borrower shall not have the right to assign its rights hereunder or any interest
herein without the prior written consent of the Lenders except as permitted by Section 7.04.



     SECTION 10.19 Lender Action. Each Lender agrees that it shall not take or institute
any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party
or any other obligor under any of the Loan Documents (including the exercise of any right of
setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or
institute any actions or proceedings, or otherwise commence any remedial procedures, with respect
to any Collateral or any other property of any such Loan Party, without the prior written consent
of the Administrative Agent. The provisions of this Section 10.19 are for the sole benefit of the
Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.



     SECTION 10.20 USA PATRIOT Act. Each 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 “USA PATRIOT 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 to identify the Borrower in accordance with the USA PATRIOT
Act.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]






115









 








          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written.




	 	 	 	 	 	 	 

	 	 	TARGA RESOURCES	 	 
	 	 	INVESTMENTS INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/ Howard M. Tate
 

Howard M. Tate
	 	 
	 

	 	Title:
	 	Vice President – Finance and Treasurer	 	 






116









 





	 	 	 	 	 	 	 

	 	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/ Cassandra Droogan
 

Cassandra Droogan
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/ Nupur Kumar
 

Nupur Kumar
	 	 
	 

	 	Title:
	 	Associate	 	 






117









 





	 	 	 	 	 	 	 

	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS	 	 
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/ Calli S. Hayes
 

Calli S. Hayes
	 	 
	 

	 	Title:
	 	Director	 	 






118









 





	 	 	 	 	 	 	 

	 	 	LEHMAN BROTHERS COMMERCIAL BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/ Brian McKany
 

Brian McKany
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






 









 





	 	 	 	 	 	 	 

	 	 	MERRILL LYNCH CAPITAL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/ Don Burkitt
 

Don Burkitt
	 	 
	 

	 	Title:
	 	Vice President	 	 











 









 








EXHIBIT A




[FORM OF] COMMITTED LOAN NOTICE





			
	To:	 	Credit Suisse, as Administrative Agent

Eleven Madison Avenue

New York, NY 10010

Fax: (212) [     ]

Attention: Agency Group





[Date]



Ladies and Gentlemen:




     Reference is made to the HoldCo Credit Agreement dated as of August 9, 2007, (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among Targa
Resources Investments Inc., (the “Borrower”), the lenders from time to time party thereto
(the “Lenders”), and Credit Suisse, as Administrative Agent (in such capacity, the
“Administrative Agent”). Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Credit Agreement.


The undersigned Borrower hereby requests (select one):





	 	o	 	A Borrowing of new Loans
	 
	 	o	 	A conversion of Loans
	 
	 	o	 	A continuation of Loans




to be made on the terms set forth below:



(A) Date of Borrowing,
conversion or continuation      ______________________



(B) Type of Loan1      ______________________



(C) Principal amount      ______________________



(D) Interest Period2      ______________________






 




			
	1	 	Specify Eurodollar or Base Rate.
	 
	2	 	For Eurodollar Rate Loans only.




 









 










     Please send the proceeds of the Loan(s) by wire transfer to the account of the Borrower as set
forth below:



[                         ]

[                         ]

ABA: [          ]

Acct: [               ]

Acct title: [               ]




     The above request has been made to the Administrative Agent by telephone at (212) 325-9205.



     The undersigned Borrower hereby represents and warrants to the Administrative Agent and the
Lenders that, on the date of this Loan Notice and on the date of the related Borrowing, the
conditions to lending specified in Sections 4.01(e) and (f) of the Credit Agreement have been
satisfied.



	 	 	 	 	 	 	 

	 	 	TARGA RESOURCES INVESTMENTS INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	    by	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 







 











 





EXHIBIT B




LENDER: [l]

PRINCIPAL AMOUNT: $[l]




[Form of] Note




New York, New York

[Date]



FOR VALUE RECEIVED, the undersigned, TARGA RESOURCES INVESTMENTS INC., a Delaware corporation
(the “Borrower”), hereby promises to pay to the Lender set forth above (the
“Lender”) or its registered assigns, in lawful money of the United States of America in
immediately available funds at the relevant Administrative Agent’s Office (such term, and each
other capitalized term used but not defined herein, having the meaning assigned to it in the HoldCo
Credit Agreement dated as of August 9, 2007 (as the same may be amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from
time to time party thereto and Credit Suisse, as Administrative Agent (in such capacity, the
“Administrative Agent”), (i) on the Maturity Date set forth in the Credit Agreement, the
principal amount of all Loans of the Lender then outstanding and (ii) on each Interest Payment
Date, interest at the rate or rates per annum as provided (and payable in the manner provided) in
the Credit Agreement on the unpaid principal amount of all Loans of the Lender.




     The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent
permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit
Agreement.



     The Borrower hereby waives diligence, presentment, demand, protest and notice of any kind
whatsoever. The nonexercise by the holder hereof of any of its rights hereunder in any particular
instance shall not constitute a waiver thereof in that or any subsequent instance.



     All borrowings evidenced by this note and all payments and prepayments of the principal hereof
and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the
schedule attached hereto and made a part hereof or on a continuation thereof which shall be
attached hereto and made a part hereof, or otherwise recorded by such holder in its internal
records; provided, however, that the failure of the holder hereof to make such a
notation or any error in such notation shall not affect the obligations of the Borrower under this
note.



     This note is one of the Notes referred to in 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 NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]










 



 

	 	 	 	 	 
	 	TARGA RESOURCES INVESTMENTS INC.,

 	 
	 	     by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 










 



 

	 	 	 	 	 




LOANS AND PAYMENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Name of	 
	 	 	 	 	 	 	 	 	 	 	Payments of	 	 	Principal	 	 	Person Making	 
	Date	 	Amount of Loan	 	 	Maturity Date	 	 	Principal/Interest	 	 	Balance of Note	 	 	the Notation	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 











 



 


EXHIBIT C




[FORM OF] COMPLIANCE CERTIFICATE


     Reference is made to the HoldCo Credit Agreement dated as of August 9, 2007 (as amended,
supplemented, waived or otherwise modified from time to time, the “Credit Agreement”),
among Targa Resources Investments Inc. (the “Borrower”), the lenders from time to time
party thereto (the “Lenders”) and Credit Suisse, as Administrative Agent (in such capacity,
the “Administrative Agent”) (capitalized terms used herein have the meanings attributed
thereto in the Credit Agreement unless otherwise defined herein). Pursuant to Section 6.02 of the
Credit Agreement, the undersigned, in his/her capacity as a Responsible Officer of the Borrower,
certifies as follows:




	 	1.	 	[Attached hereto as Exhibit [A] is the audited consolidated balance sheet of
the Borrower and its Subsidiaries as of December 31, 200[] and related consolidated
statements of income or operations, stockholders’ equity and cash flows for the fiscal
year then ended, 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],
prepared in accordance with generally accepted auditing standards in the United States
and not subject to any “going concern” or like qualification or exception or any
qualification or exception as to the scope of such audit.]
	 
	 	2.	 	[Attached hereto as Exhibit [B] is the consolidated balance sheet of
the Borrower and its Subsidiaries as of [       ] and the related (i) consolidated
statements of income or operations for such fiscal quarter and for the portion of the
fiscal year then ended and (ii) consolidated statements of cash flows 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 previous fiscal year and the
corresponding portion of the previous fiscal year, all in reasonable detail. These
present fairly 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.]
	 
	 	3.	 	To my knowledge, except as otherwise disclosed to the Administrative Agent in
writing pursuant to the Credit Agreement, at no time during the period between [       ]
and [       ] (the “Certificate Period”) did a Default or an Event of Default
exist. [If unable to provide the foregoing certification, fully describe the reasons
therefor and circumstances thereof and any action taken or proposed to be taken with
respect thereto on Annex A attached hereto.]
	 
	 	4.	 	[Set forth on Exhibit [C] hereto is a description of the Available Amount as of
the end of the Certificate Period and any uses of the Available Amount during such
Certificate Period.]










 



 


EXHIBIT C


     IN WITNESS WHEREOF, the undersigned, in his/her capacity as a Responsible Officer of the
Borrower, has executed this certificate for and on behalf of the Borrower and has caused this
certificate to be delivered this ____ day of                     .



	 	 	 	 	 
	 	TARGA RESOURCES INVESTMENTS INC.,

 	 
	 	      By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 










 



 


EXHIBIT D




[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 HoldCo Credit Agreement dated as of
August 9, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Targa Resources Investments Inc., the lenders from time to time party
thereto (the “Lenders”) and Credit Suisse, as Administrative Agent (in such capacity, the
“Administrative Agent”), 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 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:






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Percentage
	Aggregate Amount of	 	Amount of	 	Assigned of
	Commitment/Loans of	 	Commitment/Loans	 	Commitment/
	all Lenders	 	Assigned	 	Loans3
	$
	 	$	 	 	 	 	%	 







	 	4.	 	Effective Date:





     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:  	 	 
	 





 




			
	3	 	Set forth, to at least 8 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.












 



 


	 	 	 	 	 

	Consented to and Accepted:	 	 
	 
	 	 	 	 
	CREDIT SUISSE,	 	 
	as Administrative Agent,	 	 
	 
	 	 	 	 
	by
	 	 	 	 
	 
	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	TARGA RESOURCES INVESTMENTS INC.,	 	 
	 
	 	 	 	 
	by
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:]4	 	 








 




			
	4	 	No consent of the Borrower shall be required for
an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an
Event of Default under Section 8.01(a), (f) or (g) of the Credit Agreement has
occurred and is continuing, any other assignee.










 



 






Annex 1




CREDIT AGREEMENT5




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 its 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 10.15 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





 




			
	5	 	Capitalized terms used in this Assignment and
Assumption and not otherwise defined herein have the meanings specified in the
HoldCo Credit Agreement dated as of August 9, 2007 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among
Targa Resources Investments Inc., the lenders from time to time party thereto
(the “Lenders”) and Credit Suisse, as Administrative Agent (in such
capacity, the “Administrative Agent”).










 



 





taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance
with their terms all of the obligations 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 construed in accordance with and governed by the law of the State of New York.









 



 


EXHIBIT E




 





GUARANTEE AGREEMENT




dated as of



August 9, 2007



among



TARGA RESOURCES INVESTMENTS INC.



THE SUBSIDIARIES OF TARGA RESOURCES INVESTMENTS INC.

IDENTIFIED HEREIN



and



CREDIT SUISSE,



as Collateral Agent



 










 



 


 2




TABLE OF CONTENTS




	 	 	 	 	 

	ARTICLE I

	 
	 	 	 	 
	Definitions

	 
	 	 	 	 
	SECTION 1.01. Credit Agreement
	 	 	1	 
	SECTION 1.02. Other Defined Terms
	 	 	1	 
	ARTICLE II

	 
	 	 	 	 
	Guarantee

	 
	 	 	 	 
	SECTION 2.01. Guarantee
	 	 	2	 
	SECTION 2.02. Guarantee of Payment
	 	 	2	 
	SECTION 2.03. No Limitations
	 	 	2	 
	SECTION 2.04. Reinstatement
	 	 	3	 
	SECTION 2.05. Agreement To Pay; Subrogation
	 	 	3	 
	SECTION 2.06. Information
	 	 	3	 
	 
	 	 	 	 
	ARTICLE III

	 
	 	 	 	 
	Indemnity, Subrogation and Subordination

	 
	 	 	 	 
	SECTION 3.01. Indemnity and Subrogation
	 	 	4	 
	SECTION 3.02. Contribution and Subrogation
	 	 	4	 
	SECTION 3.03. Subordination
	 	 	4	 
	 
	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 
	Miscellaneous

	 
	 	 	 	 
	SECTION 4.01. Notices
	 	 	5	 
	SECTION 4.02. Waivers; Amendment
	 	 	5	 
	SECTION 4.03. Collateral Agent’s Fees and Expenses; Indemnification
	 	 	5	 
	SECTION 4.04. Successors and Assigns
	 	 	6	 
	SECTION 4.05. Survival of Agreement
	 	 	6	 
	SECTION 4.06. Counterparts; Effectiveness; Several Agreement
	 	 	6	 
	SECTION 4.07. Severability
	 	 	7	 
	SECTION 4.08. Right of Set-Off
	 	 	7	 
	SECTION 4.09. Governing Law; Jurisdiction; Consent to Service of Process
	 	 	7	 
	SECTION 4.10. WAIVER OF JURY TRIAL
	 	 	8	 
	SECTION 4.11. Headings
	 	 	8	 












 



3


	 	 	 	 	 

	SECTION 4.12. Obligations Absolute
	 	 	8	 
	SECTION 4.13. Termination or Release
	 	 	9	 
	SECTION 4.14. Additional Restricted Subsidiaries
	 	 	9	 
	 
	 	 	 	 
	Exhibits
	 
	 	 	 	 
	Exhibit I Form of Guarantee Agreement Supplement












 



4


          GUARANTEE AGREEMENT dated as of August 9, 2007 among TARGA RESOURCES INVESTMENTS INC. (the
“Borrower”), the Subsidiaries of the Borrower identified herein and CREDIT SUISSE, as Collateral
Agent.




     Reference is made to the HoldCo Credit Agreement dated as of August 9, 2007 (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 Credit Suisse, as Administrative Agent. The
Lenders have agreed to make loans to the Borrower subject to the terms and conditions set forth in
the Credit 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. Accordingly, the parties hereto agree as
follows:



ARTICLE XI.




Definitions



               Credit Agreement. (a)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.



               Notwithstanding any provision of this Agreement to the contrary, the Secured Parties
acknowledge that until the Triggering Event occurs, Intermediate Holdco is the only Guarantor
hereunder.



               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.



     “Guarantee Agreement Supplement” means an instrument in the form of Exhibit I hereto.



     “Guarantor” means each Subsidiary Party.



     “Secured Parties” means, collectively, the Administrative Agent, the Lenders, the Collateral
Agent, any Supplemental Agents and each co-agent or sub-agent appointed by the Administrative Agent
or Collateral Agent from time to time pursuant to Section 9.02 of the Credit Agreement.



     “Subsidiary Parties” means (a) Intermediate Holdco and (b) each other Restricted Subsidiary
that is a Domestic Subsidiary and not an Excluded Subsidiary and that









 



2

becomes a party to this Agreement as a Subsidiary Party upon or after the occurrence of the
Triggering Event.




ARTICLE XII.




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 Guarantor of any of the Obligations, and also waives notice of acceptance of its
guarantee and notice of protest for nonpayment.



               Guarantee of Payment. Each of the Guarantors 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. (a)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 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 security held by the Collateral Agent or
any other Secured Party for the Obligations or any of them; (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









 



3

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 Guarantor 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 Guarantor, 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
Pledge Agreement, 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 Guarantor or exercise any other right or remedy available to them against
the Borrower or any other Guarantor, 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
full 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 Guarantor, 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 Guarantor 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 Guarantor, 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 Collateral 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 Collateral
Agent as provided above, all rights of such Guarantor against the Borrower, or any other Guarantor
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 Guarantor’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.









 



4


ARTICLE XIII.




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 Parties 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.



          SECTION 13.01 For purposes of this Article III, any taking of Collateral pursuant to the
Pledge Agreement shall be treated as a payment by Intermediate Holdco of the Obligations, to the
extent the Obligations are discharged as a result of such taking.




               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. (a)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 Collateral 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.









 



5


ARTICLE XIV.




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 Section 10.02 of the Credit Agreement.



               Waivers; Amendment. (a)No failure or delay by any Agent 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 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 the Borrower or any Guarantor 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 shall not be construed as a
waiver of any Default, regardless of whether any Agent or any Lender may have had notice or
knowledge of such Default at the time. No notice or demand on the Borrower or any Guarantor in any
case shall entitle such 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 Collateral Agent and the
Guarantor or Guarantors 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.



               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.



               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 10.05 of the Credit Agreement) against, and 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 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









 



6



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 or of
any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee.



               Any such amounts payable as provided hereunder shall be additional Obligations guaranteed
hereunder and secured by the other Pledge Agreement. 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 Collateral 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 Borrower or the Guarantors in the Loan Documents and in the certificates or other instruments
prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document,
as applicable, shall be considered to have been relied upon by the Lenders and shall survive the
execution and delivery of the Loan Documents and the making of any Loans, regardless of any
investigation made by any Lender 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, 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 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 Guarantor when a counterpart hereof executed on behalf of such Guarantor 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 Guarantor and the Collateral Agent
and their respective permitted successors and assigns, and shall inure to the benefit of such
Guarantor, the Collateral Agent and the other Secured Parties and their respective successors and
assigns, except that no Guarantor shall have the right to assign or transfer









 



7



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 Guarantor and may
be amended, modified, supplemented, waived or released with respect to any Guarantor without the
approval of any other Guarantor and without affecting the obligations of any other Guarantor
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 are authorized at any time and from time to time, without prior notice to the Borrower
or any other Guarantor, any such notice being waived by the Borrower and each Guarantor 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 Borrower
or such Guarantor 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. (a)This Agreement shall be
construed in accordance with and governed by the law of the State of New York.



               Each of the Borrower and the Guarantors hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New
York sitting in New York City and of the United States District Court for 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 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









 



8



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.
Nothing in this Agreement or any other Loan Document shall affect any right that any Agent or any
Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other
Loan Document against any Guarantor, or its properties in the courts of any jurisdiction.



               Each of the Borrower and the Guarantors 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 or any other Loan Document in any court referred to in paragraph (b) of this Section
4.09. 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.



               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. 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 ANY LOAN DOCUMENT OR IN
ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF
THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, 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 4.10 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.



               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 Collateral 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









 



9



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. (a)This Agreement and the Guarantees made hereby shall terminate
upon termination of the Aggregate Commitments and payment in full of all Obligations (other than
contingent indemnification obligations not yet accrued and payable).



               Any Subsidiary Party (other than Intermediate Holdco) shall be automatically released from its
obligations hereunder if (i) such Subsidiary Party becomes a Partially Owned Operating Company,
(ii) such Subsidiary Party becomes an Excluded Subsidiary or (iii) such Subsidiary Party ceases to
be a Restricted Subsidiary as a result of any other transaction or designation permitted under the
Credit Agreement; provided that the Required Lenders shall have consented to such transaction (to
the extent required by the Credit Agreement) and the terms of such consent did not provide
otherwise.



               In connection with any termination or release pursuant to paragraph (a), or (b), the
Collateral 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 Collateral Agent.



               Additional Guarantors. (a) Pursuant to the Collateral and Guarantee Requirement, on and
after the date on which the Triggering Event occurs, each Restricted Subsidiary that is a Domestic
Subsidiary and not an Excluded Subsidiary (other than Intermediate Holdco) is required to enter
into this Agreement as a Subsidiary Party. Upon execution and delivery by the Collateral Agent and
a Restricted Subsidiary of a Guarantee Agreement Supplement, such Restricted Subsidiary shall
become a Subsidiary Party and Guarantor hereunder with the same force and effect as if named herein
as a Subsidiary Party and Guarantor. The execution and delivery of any such instrument shall not
require the consent of the Borrower or any Guarantor hereunder. The rights and obligations of the
Borrower and each Guarantor hereunder shall remain in full force and effect notwithstanding the
addition of any new Guarantor as a party to this Agreement.



          SECTION 14.02 (b) Pursuant to Section 6.11 of the Credit Agreement, certain Persons that
were not required to become Guarantors on the date of the Triggering Event are required to enter in
this Agreement as Subsidiary Parties upon becoming a Restricted Subsidiary that is a Domestic
Subsidiary and not an Excluded Subsidiary. Upon execution and delivery by the Collateral Agent and
a Restricted Subsidiary of a Guarantee Agreement Supplement, such Restricted Subsidiary shall
become a Subsidiary Party and Guarantor hereunder with the same force and effect as if











 



10



named herein as a Subsidiary Party and Guarantor. The execution and delivery of any such
instrument shall not require the consent of the Borrower or any Guarantor hereunder. The rights
and obligations of the Borrower and each Guarantor hereunder shall remain in full force and effect
notwithstanding the addition of any new Guarantor as a party to this Agreement.













 



11




     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.



	 	 	 	 	 
	 	TARGA RESOURCES INVESTMENTS INC.,

 	 
	 	      by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	TARGA RESOURCES INVESTMENTS SUB INC.,

 	 
	 	      by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 










 



12

	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

as Collateral Agent,

 	 
	 	      by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	      by  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 











 



 


EXHIBIT E




          SUPPLEMENT dated as of [•],
to the Guarantee Agreement dated as of August 9, 2007, among TARGA
RESOURCES INVESTMENTS INC. (the “Borrower”), the Subsidiaries of the Borrower identified therein
and CREDIT SUISSE, as Collateral Agent.




     A. Reference is made to the HoldCo Credit Agreement dated as of August 9, 2007 (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 Credit Suisse, as Administrative Agent.



     B. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement and the Subsidiary Guaranty referred to therein.



     C. The Guarantors have entered into the Subsidiary Guaranty in order to induce the Lenders to
make Loans. Section 4.14 of the Subsidiary Guaranty provides that additional Restricted
Subsidiaries of the Borrower may become Subsidiary Parties under the Subsidiary Guaranty by
execution and delivery of an instrument in the form of this Supplement. The undersigned Restricted
Subsidiary (the “New Guarantor”) is executing this Supplement in accordance with the requirements
of the Credit Agreement to become a Subsidiary Party under the Subsidiary Guaranty as consideration
for Loans previously made.



               Accordingly, the Collateral Agent and the New Guarantor agree as follows:



     SECTION 1. In accordance with Section 4.14 of the Subsidiary Guaranty, the New Guarantor by
its signature below becomes a Subsidiary Party (and accordingly, becomes a Guarantor under the
Subsidiary Guaranty) with the same force and effect as if originally named therein as a Subsidiary
Party and the New Guarantor hereby (a) agrees to all the terms and provisions of the Subsidiary
Guaranty applicable to it as a Subsidiary Party and a Guarantor thereunder and (b) represents and
warrants that the representations and warranties made by it as a Guarantor thereunder are true and
correct on and as of the date hereof. Each reference to a “Subsidiary Party” and “Guarantor” in
the Subsidiary Guaranty shall be deemed to include the New Guarantor. The Subsidiary Guaranty is
hereby incorporated herein by reference.



     SECTION 2. The New Guarantor 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 Guarantor 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. Except as expressly supplemented hereby, the Subsidiary Guaranty shall remain in
full force and effect.



               SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.



     SECTION 6. 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 Subsidiary Guaranty 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 7. All communications and notices hereunder shall be in writing and given as provided
in Section 4.01 of the Subsidiary Guaranty.



     SECTION 8. The New Guarantor 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 Guarantor and the Collateral Agent have duly executed this
Supplement to the Subsidiary Guaranty as of the day and year first above written.



	 	 	 	 	 
	 	[NAME OF NEW GUARANTOR],

 	 
	 	      by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

as Collateral Agent

 	 
	 	      by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	      by  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 











 





EXHIBIT F




 




PLEDGE AGREEMENT




dated as of



August 9, 2007



between



TARGA RESOURCES INVESTMENTS SUB INC.



and



CREDIT SUISSE,

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

	 	 	2	 
	
SECTION 2.02. Delivery of the Pledged Collateral
	 	 	2	 
	SECTION 2.03. Representations, Warranties and Covenants
	 	 	3	 
	SECTION 2.04. UCC Filings
	 	 	4	 
	SECTION 2.05. Registration in Nominee Name; Denominations
	 	 	4	 
	SECTION 2.06. Voting Rights; Dividends and Interest
	 	 	4	 
	 
	 	 	 	 
	ARTICLE III

	 
	 	 	 	 
	Intentionally Omitted.

	 
	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 
	Remedies

	 
	 	 	 	 
	SECTION 4.01. Remedies Upon Default
	 	 	6	 
	SECTION 4.02. Application of Proceeds
	 	 	8	 
	 
	 	 	 	 
	ARTICLE V

	 
	 	 	 	 
	[Intentionally Omitted.]

	 
	 	 	 	 
	ARTICLE VI

	 
	 	 	 	 
	Miscellaneous

	 
	 	 	 	 
	SECTION 6.01. Notices

	 	 	9	 
	
SECTION 6.02. Waivers; Amendment
	 	 	9	 
	SECTION 6.03. Collateral Agent’s Fees and Expenses; Indemnification
	 	 	10	 
	SECTION 6.04. Successors and Assigns
	 	 	11	 
	SECTION 6.05. Survival of Agreement
	 	 	11	 
	SECTION 6.06. Counterparts; Effectiveness; Several Agreement
	 	 	11	 






 









 






	 	 	 	 	 

	SECTION 6.07. Severability
	 	 	11	 
	SECTION 6.08. Reserved
	 	 	11	 
	SECTION 6.09. Governing Law; Jurisdiction; Consent to Service of Process
	 	 	12	 
	SECTION 6.10. WAIVER OF JURY TRIAL
	 	 	12	 
	SECTION 6.11. Headings
	 	 	13	 
	SECTION 6.12. Security Interest Absolute
	 	 	13	 
	SECTION 6.13. Termination or Release
	 	 	13	 
	SECTION 6.14. Reserved
	 	 	13	 
	SECTION 6.15. Collateral Agent Appointed Attorney-in-Fact
	 	 	13	 
	SECTION 6.16. General Authority of the Collateral Agent
	 	 	14	 
	SECTION 6.17. Conflicts
	 	 	14	 
	 
	 	 	 	 
	Schedules
	 	 	 	 
	 
	 	 	 	 
	Schedule I Pledged Equity, Pledged Debt
	 	 	 	 






 









 






     PLEDGE AGREEMENT dated as of August 9, 2007, between TARGA RESOURCES INVESTMENTS SUB INC., a
Delaware corporation (the “Pledgor”) and CREDIT SUISSE, as Collateral Agent for the Secured Parties
(as defined below).




     Reference is made to the HoldCo Credit Agreement dated as of August 9, 2007 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among Targa
Resources Investments Inc. (the “Borrower”), each lender from time to time party thereto and Credit
Suisse, as Administrative Agent. 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 by the Pledgor. The Pledgor is a Subsidiary of the Borrower, will derive substantial
benefits from the extensions of credit to the Borrower pursuant to the Credit Agreement and is
willing to execute and deliver this Agreement. Accordingly, the parties hereto agree as follows:



ARTICLE XV.




Definitions



     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.



     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 Pledge Agreement.



   “Collateral” means the Pledged Collateral.



   “Credit Agreement” has the meaning assigned to such term in the preliminary statement of this
Agreement.



   “New York UCC” means the Uniform Commercial Code as from time to time in effect in the State
of New York.



   “Permitted Collateral Liens” means Liens expressly permitted pursuant to Section 7.01 of the
Credit Agreement.



   “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
Lenders, any Supplemental Agents and each co-agent or sub-agent appointed by the Administrative
Agent or the Collateral Agent from time to time pursuant to Section 9.01(c) of the Credit
Agreement.



ARTICLE XVI.




Pledge of Securities



     Pledge. As security for the payment or performance, as the case may be, in full of the
Obligations, the Pledgor 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 the
Pledgor’s right, title and interest in, to and under (i) all Equity Interests of Targa Resources
Inc. (“OpCo”) held by it and listed on Schedule I and any other Equity Interests of OpCo obtained
in the future by the Pledgor and the certificates representing all such Equity Interests (the
“Pledged Equity”); (ii)(A) the debt securities representing Indebtedness of OpCo to the Pledgor
held by the Pledgor listed on Schedule I, (B) any debt securities representing Indebtedness of OpCo
to the Pledgor obtained in the future by the Pledgor and (C) the promissory notes and any other
instruments evidencing such debt securities (the “Pledged Debt”); (iii) any other Indebtedness owed
to the Pledgor by, or other Investments in, OpCo, (iv) 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 and other property referred to in
clauses (i), (ii) and (iii) above; (v) subject to Section 2.06, all rights and privileges of the
Pledgor 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 (the items referred to in clauses (i)
through (vi) above being collectively referred to as the “Pledged Collateral”).



     Delivery of the Pledged Collateral. (a)The Pledgor 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).



     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 Pledgor 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



2









 





hereto as Schedule I 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.




     Representations, Warranties and Covenants. The Pledgor represents, warrants and covenants
to and with the Collateral Agent, for the benefit of the Secured Parties, that:




     Schedule I 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 (i) all Equity Interests of OpCo and (ii) all debt securities and promissory
notes required to be delivered hereunder in order to satisfy the Collateral and Guarantee
Requirement;




     the Pledged Equity and Pledged Debt have been duly and validly authorized and issued
by the issuer thereof and (i) in the case of Pledged Equity, are fully paid and
nonassessable, if applicable, and (ii) in the case of Pledged Debt, are legal, valid and
binding obligations of the issuers thereof;




     except for the security interests granted hereunder, the Pledgor (i) is and will
continue to be the direct owner, beneficially and of record, of the Pledged Securities
indicated on Schedule I, (ii) holds the same free and clear of all Liens, other than
(A) Liens created by this Agreement and (B) Permitted Collateral 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 this
Agreement and (B) Permitted Collateral Liens 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;




     except for restrictions and limitations imposed by the Loan Documents or securities
laws generally, 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;




     the Pledgor has the power and authority to pledge the Pledged Collateral pledged by it
hereunder in the manner hereby done or contemplated;




     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);



3









 






     by virtue of the execution and delivery by the Pledgor 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 in such Pledged Securities as
security for the payment and performance of the Obligations; and




     the pledge effected hereby is effective to vest in the Collateral Agent, for the
benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged
Collateral as set forth herein.


          UCC Filings. (b)The Pledgor 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 with respect to the Pledged Collateral and amendments
thereto that (i) indicate the Pledged Collateral is all assets of the Pledgor or words of similar
effect 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 such financing
statement or amendment, including the Pledgor’s type of organization and its organizational
identification number.




     The Pledgor represents and warrants that it is a corporation duly organized and
validly existing under the laws of the State of Delaware, and its organizational
identification number is [•]. The Pledgor hereby agrees to notify the Collateral Agent in
writing prior to any change in its corporate form, jurisdiction of organization or
organizational identification number.


          Registration in Nominee Name; Denominations. If an Event of Default shall occur and be
continuing and the Collateral Agent shall give the Pledgor 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 Pledgor’s name, endorsed or assigned in blank or
in favor of the Collateral Agent, and the Pledgor 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 Pledgor’s name 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.


          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 Pledgor that the
Pledgor’s rights under this Section 2.06 are being suspended:




     The Pledgor 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



4









 







that could materially and adversely affect the rights inuring to a holder of
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.




     The Collateral Agent shall execute and deliver to the Pledgor, or cause to be
executed and delivered to the Pledgor, all such proxies, powers of attorney and
other instruments as the Pledgor may reasonably request for the purpose of enabling
the Pledgor to exercise the voting and/or consensual rights and powers it is
entitled to exercise pursuant to subparagraph (i) above.




     The Pledgor 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 the Pledgor, shall not be
commingled by the Pledgor 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).




     Upon the occurrence and during the continuance of an Event of Default, after the
Collateral Agent shall have notified the Pledgor of the suspension of the rights of the
Pledgor under paragraph (a)(iii) of this Section 2.06, then all rights of the Pledgor to
dividends, interest, principal or other distributions that the Pledgor 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
the Pledgor 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 the Pledgor’s other property or
funds 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 Collateral



5









 







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 the Pledgor (without interest) all dividends, interest, principal
or other distributions that the Pledgor 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.




     Upon the occurrence and during the continuance of an Event of Default, after the
Collateral Agent shall have notified the Pledgor of the suspension of the Pledgor’s rights
under paragraph (a)(i) of this Section 2.06, then all of the Pledgor’s rights 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
Pledgor to exercise such rights. After all Events of Default have been cured or waived,
the Pledgor shall have the exclusive right to exercise the voting and/or consensual rights
and powers that it would otherwise be entitled to exercise pursuant to the terms of
paragraph (a)(i) above.




     Any notice given by the Collateral Agent to the Pledgor suspending the Pledgor’s
rights under paragraph (a) of this Section 2.06 shall be given in writing and may suspend
the Pledgor’s rights 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.



ARTICLE XVII.




Intentionally Omitted.



ARTICLE XVIII.



Remedies


          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 the Pledgor to, and the Pledgor agrees that it will
at its expense and upon request of the



6









 








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) exercise any and all
rights and remedies of the Pledgor under or in connection with the Collateral, or otherwise in
respect of the Collateral; provided that the Collateral Agent shall provide the Pledgor with notice
thereof prior to or promptly after such exercise; and (iii) 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. 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 the
Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all rights of redemption,
stay and appraisal which it 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 Pledgor ten (10) days’ written notice (which the Pledgor
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,



7









 





valuation or appraisal on the part of the Pledgor (all said rights being also hereby waived
and released to the extent 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 the Pledgor 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 the Pledgor therefor. For purposes hereof, a written agreement to purchase the
Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be
free to carry out such sale pursuant to such agreement and no Pledgor shall be entitled to the
return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that
after the Collateral Agent shall have entered into such an agreement all Events of Default shall
have been remedied and the Obligations paid in full. 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.


          Application of Proceeds. (a)The Collateral Agent shall apply the proceeds of any
collection or sale of Collateral as follows:




     FIRST, to payment of that portion of the Obligations constituting fees, indemnities,
expenses and other amounts (other than principal and interest, but including Attorney Costs
payable under Section 10.04 of the Credit Agreement and amounts payable under Article 3 of
the Credit Agreement) payable to the Administrative Agent and the Collateral Agent in their
capacities as such;




     SECOND, to payment of that portion of the Obligations constituting fees, indemnities
and other amounts (other than principal and interest and other amounts referred to in
clauses Third and Fourth below) payable to the Secured Parties (including Attorney Costs
payable under Section 10.05 of the Credit Agreement and amounts payable under Article 3 of
the Credit Agreement), ratably among them in proportion to the amounts described in this
clause Second payable to them;




     THIRD, to payment of that portion of the Obligations constituting accrued and unpaid
interest on the Loans, ratably among the Lenders in proportion to the respective amounts
described in this clause Third payable to them;



8









 






     FOURTH, to payment of that portion of the Obligations constituting unpaid principal of
the Loans, ratably among the Secured Parties in proportion to the respective amounts
described in this clause Fourth held by them;




     FIFTH, to the payment of all other Obligations of the Loan Parties that are due and
payable to the Administrative Agent and the other Secured Parties on such date, ratably
based upon the respective aggregate amounts of all such Obligations owing to the
Administrative Agent and the other Secured Parties on such date; and




     LAST, the balance, if any, after all of the Obligations have been indefeasibly paid in
full, to the Pledgor 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.



          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.



ARTICLE XIX.




[Intentionally Omitted.]



ARTICLE XX.



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 the Pledgor shall be given to it in care of the
Borrower as provided in Section 10.02 of the Credit Agreement.


          Waivers; Amendment. (a)No failure or delay by any Agent 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 and the
Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any
rights or remedies that they



9









 








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 shall not be construed as a waiver of any Default,
regardless of whether any Agent or any Lender 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 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.


          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.


          Without limitation of its indemnification obligations under the other Loan Documents, the
Pledgor agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in
Section 10.05 of the Credit Agreement) against, and 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 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 or of any Affiliate,
director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee.


          Any such amounts payable as provided hereunder shall be additional Obligations secured hereby
and by the other Collateral 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 ten (10) days of written
demand therefor.



10









 







          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 Pledgor or the Collateral 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 Pledgor in the Loan Documents and in the certificates or other instruments prepared or
delivered in connection with or pursuant to this Agreement or any other Loan Document shall be
considered to have been relied upon by the Lenders and shall survive the execution and delivery of
the Loan Documents and the making of any Loans regardless of any investigation made by any Lender
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, 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.


          Counterparts; Effectiveness; Several Agreements. 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
the Pledgor when a counterpart hereof executed on behalf of the Pledgor 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 the Pledgor and the Collateral Agent and
their respective permitted successors and assigns, and shall inure to the benefit of the Pledgor,
the Collateral Agent and the other Secured Parties and their respective successors and assigns,
except that the Pledgor shall not 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.


          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.


          Reserved.



11









 







          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.


          The Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York
City and of the United States District Court for 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 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. Nothing in this Agreement or any
other Loan Document shall affect any right that any Agent or any Lender may otherwise have to bring
any action or proceeding relating to this Agreement or any other Loan Document against the Pledgor
or its properties in the courts of any jurisdiction.


          The Pledgor 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 or any other
Loan Document in any court referred to in paragraph (b) of this Section 6.09. 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.


          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.


          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 ANY LOAN DOCUMENT OR IN
ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF
THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, 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 6.10 WITH ANY COURT AS WRITTEN EVIDENCE OF THE



12









 








CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.



          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.


          Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a
security interest in the Pledged Collateral and all obligations of the Pledgor 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, the Pledgor
in respect of the Obligations or this Agreement.


          Termination or Release. (a)This Agreement and all security interests granted hereby
shall terminate upon termination of the Aggregate Commitments and payment in full of all
Obligations (other than contingent indemnification obligations not yet accrued and payable).


          Reserved.


          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.


          In connection with any termination or release pursuant to paragraph (a) or (c), the Collateral
Agent shall execute and deliver to the Pledgor, at the Pledgor’s expense, all documents that the
Pledgor 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.


          Reserved.


          Collateral Agent Appointed Attorney-in-Fact. The Pledgor hereby appoints the Collateral
Agent as its attorney-in-fact 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 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



13









 








continuance of an Event of Default and notice by the Collateral Agent to the Pledgor of
its intent to exercise such rights, with full power of substitution either in the Collateral
Agent’s name or in the Pledgor’s name (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 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; (c) to settle, compromise, compound, adjust or defend any actions, suits or
proceedings relating to all or any of the Collateral; and (d) 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 the Pledgor 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.



          General Authority of the Collateral Agent. By acceptance of the benefits of this
Agreement and any other Collateral 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 Collateral 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 against the Pledgor, 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 the Pledgor’s obligations with respect thereto, (c) to
agree that it shall not take any action to enforce any provisions of this Agreement against the
Pledgor, 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 Collateral
Document and (d) to agree to be bound by the terms of this Agreement.


          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.



14









 







          IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.



	 	 	 	 	 
	 	TARGA RESOURCES
INVESTMENTS SUB INC.,

 	 
	 	     by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





15









 








	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN
ISLANDS BRANCH, as
Collateral Agent,

 	 
	 	     by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	 	 
	 	     by  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 









 








PLEDGED EQUITY, PLEDGED DEBT




Pledged Equity:6




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Record and	 	 	 	 
	 	 	 	 	Beneficial Owner	 	Percentage	 	Percentage
	Issuer	 	Interest Issued	 	(Pledging entity)	 	Ownership	 	Pledged
	 
	 	 	 	 	 	 	 	 





Pledged Debt:




None.






 




			
	6	 	To be confirmed.




 









 










EXHIBIT G




FORM OF OPINION OF LATHAM & WATKINS LLP





 











 





	 	 	 	 	 

	 	 	53rd at Third
	 	 	885 Third Avenue
	 	 	New York, New York 10022-4834
	 	 	Tel: +212.906.1200 Fax: +212.751.4864
	 	 	www.lw.com
	
	 	 	 	 
	 	 	FIRM /AFFILIATE OFFICES
	 

	 	Barcelona
	 	New Jersey
	 

	 	Brussels
	 	New York
	 

	 	Chicago
	 	Northern Virginia
	 

	 	Frankfurt
	 	Orange County
	 

	 	Hamburg
	 	Paris
	August 9, 2007

	 	Hong Kong
	 	San Diego
	 

	 	London
	 	San Francisco
	 

	 	Los Angeles
	 	Shanghai
	 

	 	Madrid
	 	Silicon Valley
	 

	 	Milan
	 	Singapore
	 

	 	Moscow
	 	Tokyo
	 

	 	Munich
	 	Washington, D.C.





The lenders listed on Schedule A hereto



and




Credit Suisse, as agent for the lenders listed on Schedule A hereto

One Madison Avenue, 2nd Floor

New York, NY 10010





			
	     Re:	 	Targa Resources Investments Inc. Credit Facility




Ladies and Gentlemen:




     We have acted as special counsel to Targa Resources Investments Inc., a Delaware
corporation (the “Borrower”) and Targa Resources Investments Sub Inc., a Delaware corporation
and a wholly-owned subsidiary of the Borrower (the “Subsidiary Guarantor” and, together
with the Borrower, the “Opinion Parties”), in connection with that certain HoldCo Credit
Agreement dated as of August 9, 2007 (the “Credit Agreement”), among the Borrower, the lenders
party thereto (the “Lenders”), and Credit Suisse (“CS”), as administrative agent (in such
capacity, the “Administrative Agent”), and the other Loan Documents (as defined below).
This letter is furnished pursuant to Section 4.01(a)(v) of the Credit Agreement.



     As such counsel, we have examined such matters of fact and questions of law as we have
considered appropriate for purposes of this letter. We have examined, among other things, the
following:



 









 





August 9, 2007

Page 2










	 	a.	 	the Credit Agreement;
	 
	 	b.	 	the Subsidiary Guaranty, dated as of August 9,
2007, among the
Borrower, the Subsidiary Guarantor and CS, as collateral agent (in
such capacity, the “Collateral Agent”);
	 
	 	c.	 	the Pledge Agreement, dated as of August 9, 2007, between the
Subsidiary Guarantor and the Collateral Agent (the “Pledge Agreement”);
	 
	 	d.	 	the agreements listed in Annex A (the
“Specified Agreements”); and
	 
	 	e.	 	the Certificate of Incorporation and Bylaws of
each Opinion Party
(collectively, the “Governing Documents”).





     The documents described in subsections (a) — (c) above are referred to herein collectively as
the “Loan Documents.” As used in this letter, the “NY UCC” shall mean the Uniform Commercial Code
as now in effect in the State of New York.



     With your consent, we have relied upon the foregoing, including the representations and
warranties of the Borrower in the Loan Documents, and upon certificates of officer(s) of the
Borrower and of others, in each case, with respect to certain factual matters. We have not
independently verified such factual matters.



     We are opining herein as to the effect on the subject transaction only of the federal laws
of the United States, the internal laws of the State of New York, and in our opinions set forth
in paragraphs 1, 2 and 4 of this letter, the General Corporation Law of the State of Delaware
(the “DGCL”). Except as described in the previous sentence, we express no opinion with respect to
the applicability to the opinions expressed herein, or the effect thereon, of the laws of any
other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal
law or the laws of any local agencies within any state.



 









 





August 9, 2007

Page 3









     Unless otherwise stated herein, our opinions herein are based upon our consideration of
only those statutes, rules and regulations which, in our experience, are normally applicable to
borrowers and guarantors in secured loan transactions of the type contemplated by the Loan
Documents. We express no opinion as to any state or federal laws or regulations applicable to the
subject transactions because of the legal or regulatory status of any parties to the Loan Documents
or the legal or regulatory status of any of their affiliates.



     Subject to the foregoing and the other matters set forth herein, as of the date hereof:




	 	1.	 	Each Opinion Party is a corporation under the DGCL with the
applicable
corporate power and authority to enter into the Loan Documents to which
it is a party and perform its obligations thereunder. Based on
certificates
from public officials, we confirm that each Opinion Party is validly
existing and in good standing under the laws of the State of Delaware.
	 
	 	2.	 	The execution, delivery and performance of the Loan Documents
by each
Opinion Party party thereto have been duly authorized by all necessary
corporate action of such Opinion Party, and the Loan Documents have
been duly executed and delivered by each Opinion Party identified therein
as a signatory party thereto.
	 
	 	3.	 	Each of the Loan Documents constitutes a legally valid and
binding
obligation of each of the Opinion Parties party thereto, enforceable against
such Opinion Party in accordance with its terms.
	 
	 	4.	 	The execution and delivery of the Loan Documents by each of the
Opinion
Parties party thereto, and the consummation by the Opinion Parties of the
transaction contemplated by the Loan Documents (including, without
limitation, the borrowing of loans under the Credit Agreement and the
guarantee by the Subsidiary Guarantor and grant of security interests
under the Subsidiary Guaranty and Pledge Agreement, respectively), on
the date hereof do not:




 









 











August 9, 2007

Page 4










	 	(i)	 	violate the provisions of the Governing Documents,
	 
	 	(ii)	 	result in the breach of or a default under any of the Specified Agreements,
	 
	 	(iii)	 	violate any federal or New York statute, rule, or regulation
applicable to the Opinion Parties (including, without limitation, Regulations T, U or X of
the Board of Governors of the Federal Reserve System, assuming the Borrower complies with
the provisions of the Loan Documents relating to the use of proceeds) or the DGCL, or
	 
	 	(iv)	 	require any consents, approvals, or authorizations to be obtained by the Opinion Parties
from, or any registrations, declarations or filings to be made by the Opinion Parties with,
any governmental authority, under any federal or New York statute, rule or regulation
applicable to the Opinion Parties or the DGCL, except filings and recordings required in order
to perfect or otherwise protect the security interests under the Loan Documents.






	 	5.	 	The Pledge Agreement creates a valid security interest in favor of the Collateral Agent for the
benefit of the Secured Parties (as defined in the Pledge Agreement) in that portion of the Pledged
Collateral (as defined in the Pledge Agreement) in which the Subsidiary Guarantor has rights and a
valid security interest may be created under Article 9 of the NY UCC (the “Pledged Collateral”),
which security interest secures the Obligations as defined in the Credit Agreement.
	 
	 	6.	 	Upon delivery of that portion of the Pledged Collateral consisting of the certificates in
registered form representing the ownership interests pledged by the Subsidiary Guarantor that
constitute “certificated securities” within the meaning of Section 8-102(a)(4) of the NY UCC and
that are listed on




 









 











August 9, 2007

Page 5










	 	 	 	Schedule D hereto (the “Pledged Securities”) to the
Collateral Agent in, and while located in, the State of New York pursuant to
the Pledge Agreement, indorsed to the Collateral Agent or in blank, in each
case, by an effective endorsement, or accompanied by undated stock powers
with respect thereto duly indorsed in blank by an effective endorsement, the
security interest in favor of the Collateral Agent for the benefit of the
Lenders in the Pledged Securities will be perfected.
	 
	 	7.	 	Neither Opinion Party is an “investment company” within
the meaning of the Investment Company Act of 1940, as amended.





     Except as expressly set forth in paragraphs 5 and 6, our opinions do not include opinions with
respect to the creation, validity, perfection or priority of any security interest or lien, and the
opinions above do not include any opinions with respect to compliance with laws relating to
permissible rates of interest.



     Our opinions are subject to:




	 	a.	 	the effects of bankruptcy, insolvency,
reorganization, preference,
fraudulent transfer, moratorium or other similar laws relating to or
affecting the rights or remedies of creditors;
	 
	 	b.	 	the effects of general principles of equity,
whether considered in a
proceeding in equity or at law (including the possible
unavailability of specific performance or injunctive relief),
concepts of materiality, reasonableness, good faith and fair
dealing, and the discretion of the court before which a proceeding
is brought;
	 
	 	c.	 	the invalidity under certain circumstances under law or court
decisions of provisions for the indemnification of or contribution
to a party with respect to a liability where such indemnification or
contribution is contrary to public policy; and




 









 











August 9, 2007

Page 6










	 	d.	 	we express no opinion with respect to (i) consents to, or
restrictions upon, governing law, jurisdiction, venue, arbitration,
remedies or judicial relief; (ii) advance waivers of claims,
defenses, rights granted by law, or notice, opportunity for hearing,
evidentiary requirements, statutes of limitation, trial by jury or at
law, or other procedural rights; (iii) waivers of broadly or vaguely
stated rights; (iv) covenants not to compete; (v) provisions for
exclusivity, election or cumulation of rights or remedies; (vi)
provisions authorizing or validating conclusive or discretionary
determinations; (vii) grants of setoff rights; (viii) provisions to
the effect that a guarantor is liable as a primary obligor, and not
as a surety; (ix) provisions for the payment of attorneys’ fees where
such payment is contrary to law or public policy; (x) proxies, powers
and trusts; (xi) provisions for liquidated damages, default interest,
late charges, monetary penalties, make-whole premiums or other
economic remedies to the extent such provisions are deemed to
constitute a penalty; and (xii) the severability, if invalid, of
provisions to the foregoing effect.






     We express no opinion as to federal or state securities laws, tax laws, antitrust or
trade regulation laws, insolvency or fraudulent transfer laws, antifraud laws, compliance
with fiduciary duty requirements, and environmental laws (without limiting other laws
excluded by customary practice).



     The opinions set forth above are also subject to (i) the unenforceability of contractual
provisions waiving or varying the rules listed in Section 9-602 of the NY UCC, (ii) the
unenforceability under certain circumstances of contractual provisions respecting self-help or
summary remedies without notice of or opportunity for hearing or correction, (iii) the effect of
provisions of the NY UCC and other general legal principles, which impose a duty to act in good
faith and in a commercially reasonable manner, and (iv) the effect of Sections 9-406, 9-407, 9-408 or 9-409 of the NY UCC on any provision of any Loan Document that purports to



 









 





August 9, 2007

Page 7








prohibit, restrict, require consent for or otherwise condition the assignment of rights
under such Loan Document.




     Insofar as our opinions require interpretation of the Governing Documents and the Specified
Agreements, with your consent, (i) we have assumed that all courts of competent jurisdiction would
enforce such agreements in accordance with their plain meaning, (ii) to the extent that any
questions of legality or legal construction have arisen in connection with our review, we have
applied the laws of New York in resolving such questions, (iii) we express no opinion with respect
to a breach or default under any Specified Agreement that would occur only upon the happening of a
contingency, and (iv) we express no opinion with respect to any matters which require the
performance of a mathematical calculation or the making of a financial or accounting determination.



     Our opinion in paragraph 5 above is limited to Article 9 of the NY UCC, and our opinion in
paragraph 6 is limited to Articles 8 and 9 of the NY UCC, and therefore those opinion paragraphs,
among other things, do not address collateral of a type not subject to, or excluded from the
coverage of, Articles 8 and 9, as the case may be, of the NY UCC. Additionally,




	 	(1)	 	We express no opinion with respect to the priority of any
security interest
or lien.
	 
	 	(2)	 	We assume the descriptions of collateral contained, or attached
as
schedules to, the Loan Documents sufficiently describe the collateral
intended to be covered by the Loan Documents, and we express no
opinion as to whether the phrases “all personal property” or “all assets” or
similarly general phrases would be sufficient to create a valid security
interest in the collateral or particular item or items of collateral.
	 
	 	(3)	 	We have assumed that the Opinion Parties have, or with respect
to after-acquired property will have, rights in the collateral or the power to
transfer
rights in the collateral, and that value has been given, and we express no
opinion as to the nature or extent of the Opinion Parties’ rights in any of




 









 











August 9, 2007

Page 8










	 	 	 	the collateral and we note that with respect to any after-acquired
property, the security interest will not attach until the applicable Opinion
Party acquires such rights or power.
	 
	 	(4)	 	We call to your attention the fact that the perfection of a
security interest
in “proceeds” (as defined in the NY UCC) of collateral is governed and
restricted by Section 9-315 of the NY UCC.
	 
	 	(5)	 	Section 552 of the federal Bankruptcy Code limits the extent to
which
property acquired by a debtor after the commencement of a case under the
federal Bankruptcy Code may be subject to a security interest arising from
a security agreement entered into by the debtor before the commencement
of such case.
	 
	 	(6)	 	We express no opinion as to any security interest in any
portion of the
collateral that is subject to an agreement prohibiting, restricting or
conditioning the assignment thereof except to the extent that any such
prohibitions or restrictions are rendered ineffective under the NY UCC or
any such conditions have been complied with.





     With your consent, we have assumed (a) that the Loan Documents have been duly authorized,
executed and delivered by the parties thereto other than the Opinion Parties, (b) that the Loan
Documents constitute legally valid and binding obligations of the parties thereto other than the
Opinion Parties, enforceable against each of them in accordance with their respective terms, and
(c) that the status of the Loan Documents as legally valid and binding obligations of the parties
is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii)
violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to
obtain required consents, approvals or authorizations from, or make required registrations,
declarations or filings with, governmental authorities, provided that we make no such assumption to
the extent we have opined as to such matters with respect to the Opinion Parties herein. This
letter is furnished only to you and is solely for your benefit in connection with the transactions
referenced in the first paragraph. This letter may not be relied upon by you for any other



 









 





August 9, 2007

Page 9








purpose, or furnished to, assigned to, quoted to or relied upon by any other person, firm or
entity for any purpose, without our prior written consent, which may be granted or withheld in our
discretion. At your request, we hereby consent to reliance hereon by any future assignee of your
interest in the loans under the Credit Agreement pursuant to an assignment that is made and
consented to in accordance with the express provisions of Section 10.07 of the Credit Agreement, on
the condition and understanding that (i) this letter speaks only as of the date hereof, (ii) we
have no responsibility or obligation to update this letter, to consider its applicability or
correctness to any person other than its addressee(s), or to take into account changes in law,
facts or any other developments of which we may later become aware, and (iii) any such reliance by
a future assignee must be actual and reasonable under the circumstances existing at the time of
assignment, including any changes in law, facts or any other developments known to or reasonably
knowable by the assignee at such time.




Very truly yours,









 









 










SCHEDULE A




LENDERS



Credit Suisse, Cayman Islands Branch

Deutsche Bank Trust Company Americas

Lehman Brothers Commercial Bank

Merrill Lynch Capital Corporation




S-1









 










SCHEDULE B




PLEDGED SECURITIES



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	% of
	 	 	 	 	 	 	 	 	 	 	Stock	 	 	 	 	 	No. of	 	Outstanding
	 	 	 	 	Class of	 	Certificated	 	Certificate	 	Par	 	Pledged	 	Stock of the
	Grantor	 	Stock Issuer	 	Stock	 	(Y/N)	 	No.	 	Value	 	Shares	 	Stock Issuer
	Targa Resources Investments Sub Inc.
	 	Targa Resources, Inc.	 	Common	 	 	Y	 	 	No. 10	 	$	.001	 	 	 	1,000	 	 	 	100	 






S-2









 











ANNEX A




SPECIFIED AGREEMENTS




	1.	 	Credit Agreement, dated as of October 31, 2005, among Targa Resources, Inc., each
lender a party thereto, and Credit Suisse, as administrative agent, swing line lender, a
revolving letter of credit issuer and the synthetic letter of credit issuer.
	 
	2.	 	Indenture, dated as of October 31, 2005, among the Targa Resources, Inc., Targa
Resources Finance Corporation, the subsidiaries party thereto and Wells Fargo Bank,
National Association, as trustee.
	 
	3.	 	Targa Resources Investments Inc. Amended and Restated Stockholders’ Agreement dated
as of October 28, 2005 among the Borrower, Targa Resources, Inc. and the stockholders
named therein, as amended.






ANNEX-1











 





EXHIBIT H




FORM OF SUBORDINATION PROVISIONS



Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms
in the Credit Agreement.




          SECTION 1.1. Subordination. Each GP or general partner of a GP, in each case that is
a Restricted Subsidiary (each, a “Subordinated Creditor”), hereby agrees that all Indebtedness (the
“Subordinated Obligations”) owed by each Loan Party to such Subordinated Creditor is hereby
expressly subordinated, to the extent and in the manner set forth in this Exhibit H, to the prior
payment in full in cash of all Obligations (the “Senior Obligations”) in accordance with the terms
thereof.




          SECTION 1.2. Dissolution or Insolvency. Upon any distribution of the assets of any
Loan Party or upon any dissolution, winding up, liquidation or reorganization of any Loan Party,
whether in bankruptcy, insolvency, reorganization, arrangement or receivership proceedings or
otherwise, or upon any assignment for the benefit of creditors or any other marshaling of the
assets and liabilities of any Loan Party, or otherwise:




          (a) the holders of the Senior Obligations (the “Senior Creditors”) shall first be entitled to
receive payment in full in cash of the Senior Obligations of such Loan Party in accordance with the
terms of such Senior Obligations before any Subordinated Creditor shall be entitled to receive any
payment on account of the Subordinated Obligations of such Loan Party, whether as principal,
interest or otherwise; and




          (b) any payment by, or distribution of the assets of, such Loan Party of any kind or
character, whether in cash, property or securities, to which any Subordinated Creditor would be
entitled except for the terms set forth in this Exhibit H shall be paid or delivered by the Person
making such payment or distribution (whether a trustee in bankruptcy, a receiver, custodian or
liquidating trustee or otherwise) directly to the Collateral Agent to the extent necessary to make
payment in full in cash of all Senior Obligations of such Loan Party remaining unpaid, after giving
effect to any concurrent payment or distribution to the Senior Creditors in respect of the Senior
Obligations, to be held and applied by the Collateral Agent as provided in the Loan Documents.




          SECTION 1.3. Payment of Subordinated Obligations Prohibited. (a) No cash payment
(whether directly, by exercise of any right of set-off or otherwise) in respect of any Subordinated
Obligation of any Loan Party, whether as principal, interest or otherwise, shall be permitted at
any time prior to the Permitted Date.




          (b) No payment of any Subordinated Obligation that is prohibited by paragraph (a) above shall
be received or accepted by or on behalf of any Subordinated Creditor.




          SECTION 1.4. Certain Payments Held in Trust. In the event that any payment by, or
distribution of the assets of, any Loan Party of any kind or character,




 









 







whether in cash, property
or securities, and whether directly, by exercise of any right of set-off or otherwise, shall be
received by or on behalf of any Subordinated Creditor at a time when such payment is prohibited by
Section 1.3, such payment or distribution shall be held in trust for the benefit of, and shall be
paid over to, the Collateral Agent to the extent necessary to make payment in full in cash of all
Senior Obligations of such Loan Party remaining unpaid, after giving effect to any concurrent
payment or distribution to the Senior Creditors in respect of such Senior Obligations, to be held
and applied by the Collateral Agent as provided in the Loan Documents.




          SECTION 1.5. Subrogation. Subject to the prior indefeasible payment in full in cash
of the Senior Obligations of a Loan Party, the applicable Subordinated Creditors of such Loan Party
shall be subrogated to the rights of the Senior Creditors to receive payments or distributions in
cash, property or securities of such Loan Party applicable to such Senior Obligations until all
amounts owing on the Subordinated Obligations of such Loan Party shall be paid in full, and as
between and among a Loan Party, its creditors (other than its Senior Creditors) and the applicable
Subordinated Creditors of such Loan Party, no such payment or distribution made to the Collateral
Agent by virtue of the terms set forth in this Exhibit H that otherwise would have been made to the
Subordinated Creditors of such Loan Party shall be deemed to be a payment by such Loan Party on
account of its Subordinated Obligations, it being understood that the terms of this Exhibit H are
intended solely for the purpose of defining the relative rights of the Subordinated Creditors, on
the one hand, and the Senior Creditors, on the other hand.




          SECTION 1.6. No Waiver. No right of any Senior Creditor to enforce the terms set
forth in this Exhibit H shall at any time or in any way be prejudiced or impaired by any act or
failure to act on the part of any of the Collateral Agent, the Senior Creditors, or any Loan Party,
or by any noncompliance by any Loan Party with the terms, provisions and covenants contained
herein, and the Senior Creditors are hereby expressly authorized to extend, renew, increase,
decrease, modify or amend the terms of the Senior Obligations or any security therefor, and to
release, sell or exchange any such security and otherwise deal freely with the Loan Parties, all
without notice to or consent of any Subordinated Creditor and without affecting the liabilities and
obligations of the parties hereto.




          SECTION 1.7. Acceleration and Remedies; Bankruptcy Filings. Each Subordinated
Creditor agrees that, prior to the Permitted Date, (a) it will not exercise any remedies or take
any action or proceeding to enforce any Subordinated Obligation, (b) it will not file, or join with
any other creditors of any Loan Party in filing, any petition commencing any bankruptcy,
insolvency, reorganization, arrangement or receivership proceeding or any assignment for the
benefit of creditors against or in respect of any Loan Party or any other marshaling of the assets
and liabilities of any Loan Party, or (c) to the fullest extent permitted under applicable law, it
will not cause any Loan Party to file any such petition, commence any such proceeding or make any
such assignment.





 









 








          SECTION 1.8. Transfer of Subordinated Obligations. Each Subordinated Creditor agrees
that it will not sell, assign, transfer or otherwise dispose of all or any part of the Subordinated
Obligations owed to it unless the Person to whom such sale, assignment, transfer or disposition is
made (i) is a Subordinated Creditor hereunder or (ii) shall acknowledge in writing (delivered to
the Collateral Agent) that it shall be bound by the terms of this Exhibit H, including the terms of
this Section 1.8, as though named herein as a Subordinated Creditor.




          SECTION 1.9. Conflict of Subordinated Obligations. If any Subordinated Creditor
subordinates the Subordinated Obligations to other Indebtedness or liabilities owed by a Loan Party
on terms that require that payments or distributions be held in trust or turned over to the
creditors of such Subordinated Creditor entitled to the benefits of such subordination or any
trustee or representative thereof, and such subordination is in conflict with Sections 1.2(b), 1.4
or 1.5 hereof, then such payment or distribution shall be held in trust for, and paid or delivered
to, the Collateral Agent or such creditors or their trustee or representatives as their interest
may appear or as a court a competent jurisdiction may direct.








 









 








Schedule 1.01A

Unrestricted Subsidiaries



Unrestricted Subsidiaries:



Downstream Energy Ventures Co., L.L.C.

Cedar Bayou Fractionators, L.P.

Versado Gas Processors, L.L.C.




MLP:



Targa Resources Partners LP




MLP Subsidiaries:



Targa Resources Operating LP

Targa Resources Operating GP LLC

Targa North Texas LP

Targa North Texas GP LLC

Targa Intrastate Pipeline LLC (f/k/a Dynegy Intrastate Pipeline, LLC)




GP:




Targa Resources GP LLC





 









 








Schedule 1.01B

Excluded Subsidiaries




Targa Bridgeline LLC (f/k/a Targa Bridgeline LLC)

Warren Petroleum Company LLC (f/k/a Warren Petroleum Company, LLC)




 









 





Schedule 2.01

Commitments




	 	 	 	 	 
	Lender	 	Commitments
	Credit Suisse, Cayman Islands Branch
	 	$	157,500,000	 
	Deutsche Bank Trust Company Americas
	 	$	101,250,000	 
	Lehman Brothers Commercial Bank
	 	$	101,250,000	 
	Merrill Lynch Capital Corporation
	 	$	90,000,000	 
	Total
	 	$	450,000,000	 










 









 








Schedule 5.09

Environmental Matters



See the disclosures regarding environmental matters in the Audited Financial Statements.



In August 2005, prior to OpCo’s acquisition of Versado Gas Processors, LLC (“Versado”), the State
of New Mexico’s Environment Department (“NMED”) inspected Versado’s Eunice Gas Processing Plant and
its books and records. Targa Midstream Services Limited Partnership (“TMS”) is the operator of
Versado. In May 2007, the NMED sent Versado a draft compliance order relating to the 2005
inspection. In that draft order, the NMED has alleged that Versado violated certain emissions
standards and permit, monitoring and recordkeeping requirements. TMS responded to the NMED’s
allegations in June 2007. The NMED disposed of certain alleged violations but requested additional
information on certain other alleged violations. TMS is in the process of preparing further
supplemental responses to the NMED’s inquiries.





 









 








Schedule 5.10

Taxes




None





 









 








Schedule 5.11

ERISA Compliance




None





 









 




Schedule 5.12

Subsidiaries and Other Equity Investments



	 	 	 	 	 
	 	 	Jurisdiction of	 	 
	 	 	Formation/	 	 
	Entity	 	Type of Entity	 	Ownership
	Targa Resources, Inc.
	 	Del/Corp	 	100% — Targa Resources Investments Sub Inc.
	 
	 	 	 	 
	Targa Resources Partners LP
	 	Del/LP	 	19.31% LP — Targa LP Inc.
	 
	 	 	 	17.31% LP — Targa GP Inc.
	 
	 	 	 	61.38% LP — Public Unitholders
	 
	 	 	 	2% GP — Targa Resources GP LLC
	 
	 	 	 	 
	Targa Resources GP LLC
	 	Del/LLC	 	100% — Targa GP Inc.
	 
	 	 	 	 
	Targa Resources Investments Sub Inc.
	 	Del/Corp	 	100% — Targa Resources Investments Inc.
	 
	 	 	 	 
	Targa Resources Employee Relief 

Organization
	 	TX/NP Corp	 	100% — Targa Resources Investments Inc.
	 
	 	 	 	 
	Targa Resources Finance Corporation
	 	Del/Corp	 	100% — Targa Resources, Inc.
	 
	 	 	 	 
	Targa Resources LLC
	 	Del/LLC	 	100% — Targa Resources, Inc.
	 
	 	 	 	 
	Targa Resources II LLC
	 	Del/LLC	 	100% — Targa Resources LLC
	 
	 	 	 	 
	Targa Resources Holdings LP
	 	Del/LP	 	99% LP — Targa Resources II LLC
	 
	 	 	 	1% GP — Targa Resources Holdings GP LLC
	 
	 	 	 	 
	Targa Resources Holdings GP LLC
	 	Del/LLC	 	100% Targa Resources LLC
	 
	 	 	 	 
	Targa Texas Field Services LP
	 	Del/LP	 	99% LP — Targa Resources Holdings LP
	 
	 	 	 	1% GP — Targa Resources Texas GP LLC
	 
	 	 	 	 
	Targa Resources Texas GP LLC
	 	Del/LLC	 	100% — Targa Resources Holdings LP
	 
	 	 	 	 
	Targa Louisiana Field Services LLC
	 	Del/LLC	 	100% — Targa Resources Holdings LP
	 
	 	 	 	 
	Targa Louisiana Intrastate LLC
	 	Del/LLC	 	100% — Targa Louisiana Field Services LLC
	 
	 	 	 	 
	Targa Gas Marketing LLC
	 	Del/LLC	 	100% — Targa Resources Holdings LP
	 
	 	 	 	 
	Targa Bridgeline LLC

(f/k/a Targa Gas Marketing LLC)
	 	Del/LLC	 	100% — Targa Resources Holdings LP
	 
	 	 	 	 
	Targa Midstream GP LLC (f/k/a/Targa 

Midstream GP, LLC)
	 	Del/LLC	 	100% — Targa Resources Holdings LP
	 
	 	 	 	 
	Targa Midstream Services Limited
	 	Del/LP	 	96.6126% LP — Targa Resources Holdings LP
	Partnership (f/k/a Dynegy Midstream 

Services, Limited Partnership)
	 	 	 	3.3874% GP — Targa Midstream GP LLC
	 
	 	 	 	 
	Targa Liquids GP LLC (f/k/a Dynegy
Liquids G.P., L.L.C.)
	 	Del/LLC	 	100% — Targa Midstream Services Limited
Partnership
	 
	 	 	 	 
	Targa Liquids Marketing and Trade (f/k/a 

Dynegy Liquids Marketing and Trade)
	 	Del/GP	 	99% — Targa Midstream Services Limited
Partnership
	 
	 	 	 	1% — Targa Liquids GP LLC





 








 





	 	 	 	 	 
	 	 	Jurisdiction of	 	 
	 	 	Formation/	 	 
	Entity	 	Type of Entity	 	Ownership
	Targa Regulated Holdings LLC (f/k/a 

Dynegy Regulated Holdings, LLC)

	 	Del/LLC
	 	100% — Targa Midstream Services Limited
Partnership
	 
	 	 	 	 
	Targa NGL Pipeline Company LLC

(f/k/a Dynegy NGL Pipeline Company, 

LLC)

	 	Del/LLC
	 	100% — Targa Regulated Holdings LLC
	 
	 	 	 	 
	Targa OPI LLC (f/k/a Dynegy OPI, 

LLC)

	 	Del/LLC
	 	100% — Targa Regulated Holdings LLC
	 
	 	 	 	 
	Midstream Barge Company LLC (f/k/a/Midstream
Barge Company, L.L.C.)

	 	Del/LLC
	 	100% — Targa Midstream Services Limited
Partnership
	 
	 	 	 	 
	Warren Petroleum Company LLC (f/k/a 

Warren Petroleum Company, LLC)

	 	Del/LLC
	 	100% — Targa Midstream Services Limited
Partnership
	 
	 	 	 	 
	Targa Energy Pipeline Company LLC

(f/k/a Dynegy Energy Pipeline 

Company LLC)

	 	Del/LLC
	 	100% — Targa Midstream Services Limited
Partnership
	 
	 	 	 	 
	Targa Canada Liquids Inc. (f/k/a
NCLB Liquids Inc.)

	 	BC Corp
	 	100% — Targa Midstream Services Limited
Partnership
	 
	 	 	 	 
	Targa GP Inc.

	 	Del/Corp.
	 	100% — Targa Midstream Services Limited
Partnership
	 
	 	 	 	 
	Targa LP Inc.

	 	Del/Corp.
	 	100% — Targa Midstream Services Limited
Partnership
	 
	 	 	 	 
	Targa Downstream LP

	 	Del/LP
	 	50% LP — Targa LP Inc.
	 

	 	 	 	50% GP — Targa Downstream GP LLC
	 
	 	 	 	 
	Targa Downstream GP LLC

	 	Del/LLC
	 	100% — Targa GP Inc.
	 
	 	 	 	 
	Targa Straddle LP

	 	Del/LP
	 	50% LP — Targa LP Inc.
	 

	 	 	 	50% GP — Targa Straddle GP LLC
	 
	 	 	 	 
	Targa Straddle GP LLC

	 	Del/LLC
	 	100% — Targa GP Inc.
	 
	 	 	 	 
	Targa Permian LP

	 	Del/LP
	 	50% LP — Targa LP Inc.
	 

	 	 	 	50% GP — Targa Permian GP LLC
	 
	 	 	 	 
	Targa Permian GP LLC

	 	Del/LLC
	 	100% — Targa GP Inc.
	 
	 	 	 	 
	Targa Versado LP

	 	Del/LP
	 	50% LP — Targa LP Inc.
	 

	 	 	 	50% GP — Targa Versado GP LLC
	 
	 	 	 	 
	Targa Versado GP LLC

	 	Del/LLC
	 	100% — Targa GP Inc.
	 
	 	 	 	 
	Targa LSNG LP

	 	Del/LP
	 	50% LP — Targa LP Inc.
	 

	 	 	 	50% GP — Targa LSNG GP LLC
	 
	 	 	 	 
	Targa LSNG GP LLC

	 	Del/LLC
	 	100% — Targa GP Inc.
	 
	 	 	 	 
	Downstream Energy Ventures Co.,
L.L.C.

	 	Del/LLC
	 	88% — Targa Midstream Services Limited
Partnership
	 

	 	 	 	12% — Third Parties
	 
	 	 	 	 
	Cedar Bayou Fractionators, L.P.

	 	Del/LP
	 	86.24% LP — Targa Midstream Services Limited
Partnership
	 

	 	 	 	2% GP — Downstream Energy Ventures Co.,
L.L.C.
	 

	 	 	 	11.76% — Third Parties






 









 






	 	 	 	 	 
	 	 	Jurisdiction of	 	 
	 	 	Formation/	 	 
	Entity	 	Type of Entity	 	Ownership
	Versado Gas Processors, L.L.C.

	 	Del/LLC
	 	63% — Targa Midstream Services Limited
Partnership
	 

	 	 	 	37% — Third Parties
	 
	 	 	 	 
	Venice Energy Services Company,
L.L.C.

	 	Del/LLC
	 	22.8959% — Targa Midstream Services Limited
Partnership
	 

	 	 	 	77.1041% — Third Parties
	 
	 	 	 	 
	Venice Gathering System, L.L.C.

	 	Del/LLC
	 	100% — Venice Energy Services Company, L.L.C.
	 
	 	 	 	 
	Gulf Coast Fractionators

	 	TX/GP
	 	38.75% — Targa Midstream Services Limited
Partnership
	 

	 	 	 	61.25% — Third Parties
	 
	 	 	 	 
	Targa Resources Operating LP

	 	Del/LP
	 	99.999% LP — Targa Resources Partners LP
	 

	 	 	 	.001% GP — Targa Resources Operating GP LLC
	 
	 	 	 	 
	Targa Resources Operating GP LLC

	 	Del/LLC
	 	100% — Targa Resources Partners LP
	 
	 	 	 	 
	Targa North Texas LP

	 	Del/LP
	 	50% LP — Targa Resources Operating LP
	 

	 	 	 	50% GP — Targa North Texas GP LLC
	 
	 	 	 	 
	Targa North Texas GP LLC

	 	Del/LLC
	 	100% — Targa Resources Operating LP
	 
	 	 	 	 
	Targa Intrastate Pipeline LLC

(f/k/a Dynegy Intrastate Pipeline, 

LLC)

	 	Del/LLC
	 	100% — Targa North Texas LP










 









 








Schedule 5.18

Insurance




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	INSURANCE	 	 	 	 
	 	 	LINE OF COVERAGE	 	CARRIER(S)	 	POLICY TERM	 	POLICY NO.
	1)

	 	Workers’ Compensation/Employer’s
Liability
	 	Travelers Property
Casualty 
Company of
America (TPCCA)
	 	10/31/06-10/31/07
	 	TC2JUB152D6247

TRJUB152D6260

	2)

	 	Business Auto Liability
	 	TPCCA
	 	10/31/06-10/31/07
	 	TC2JCAP152D6223

	3)

	 	Commercial General Liability (Versado Gas
Processors, L.L.C., VESCO, TRP, LP, and
Yscloskey)
	 	Lexington Insurance

Company
	 	10/31/06-10/31/07
	 	6456739	 	 
	4)

	 	Foreign Casualty Coverage: Foreign General and
Auto Liability/Voluntary WC & Employer’s
Liability
	 	ACE

American Insurance

Company
	 	10/31/06-10/31/07
	 	CXCD36903764

CGL323054
 (Canada)

	5)

	 	Excess Liability (Includes Sudden & Accidental
Pollution)

1st Layer Excess Liability
	 	Associated Electric
& Gas Insurance
Services (AEGIS)
	 	10/31/06-10/31/07
	 	X3219A1A06	 
	6)

	 	2nd Layer Excess Liability
	 	Energy Insurance

Mutual (EIM)
	 	10/31/06-10/31/07
	 	250322-06GL

	7)

	 	3rd Layer Excess Liability
	 	AEGIS (London)
	 	10/31/06-10/31/07
	 	JLWCTF3097

	8)

	 	4th
Layer Excess
Liability
	 	London Markets
	 	10/31/06-10/31/07
	 	JLWCTF3068

	9)

	 	5th
Layer Excess
Liability
	 	Bermuda
	 	10/31/06-10/31/07
	 	BM00022429LI06A

(XL) – 50%

5087049 (Starr

Excess) – 50%

	10)

	 	Directors &
Officers
Liability/EPL
(Private)
	 	St. Paul Fire & Marine Ins. Co.
	 	6/01/07 – 6/01/08
	 	EC04200060







 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	INSURANCE	 	 	 	 
	 	 	LINE OF COVERAGE	 	CARRIER(S)	 	POLICY TERM	 	POLICY NO.
	11)

	 	Directors &
Officers Liability
(Private)
	 	Arch Ins. Co.
	 	6/01/07 – 6/01/08
	 	PCD0010947-02

	12)

	 	Directors &
Officers Liability
(Public)
	 	XL Specialty Ins. Co.
	 	2/08/07 – 6/01/08
	 	ELU096404-07

	13)

	 	Directors &
Officers Liability
(Public)
	 	Federal Ins. Co. (Chubb)
	 	2/08/07 – 6/01/08
	 	8207-9722	 
	14)

	 	Directors &
Officers Liability
(Excess)
	 	Newmarket Underwriters Ins. Co. (AWAC)
	 	2/08/07 – 6/01/08
	 	C006807/001	 
	15)

	 	Directors & Officers
Liability (Excess)
	 	Twin City Fire Ins. Co. (Hartford)
	 	2/08/07 – 6/01/08
	 	00DA024091807

	16)

	 	Directors &
Officers Liability
(A-Side/DIC Only)
	 	XL Specialty Ins. Co.
	 	2/08/07 – 6/01/08
	 	ELU096466-07

	17)

	 	“All Risk” Onshore Property
Insurance Coverage


(Separate aggregate limits and
sub-limits apply to MLP)
	 	Various –Lloyds,
London Markets, Domestic and Bermuda Insurers
	 	4/16/07-4/16/08
	 	JLWM3613

JLWM3614

JLWM3615

L3219A1A07

JLWCTF3120

JLWCTF3121

JLWCTF3122

MANCX7052-10

001920701001


	18)

	 	Business Interruption/
Contingent
Business Interruption
	 	Same as Property Above
	 	4/16/07-4/16/08
	 	Same as above

	19)

	 	Stand-Alone Terrorism Property/BI
Coverage
	 	Certain Underwriters at Lloyds (London) and Others
	 	4/16/07-4/16/08
	 	JLWCTF3123

	20)

	 	Energy Package – Offshore PD/BI
Operator’s Extra Expense/Control of
Well
	 	Certain Underwriters at Lloyds (London)
and Others
	 	4/16/07-4/16/08
	 	JLWCTF3119

JLWM3668







 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	INSURANCE	 	 	 	 
	 	 	LINE OF COVERAGE	 	CARRIER(S)	 	POLICY TERM	 	POLICY NO.
	21)

	 	Oil Pollution Act Liability
(Pelican/Sea Hawk)
	 	Lloyd’s of London
	 	6/01/07 – 6/01/08
	 	JLWCTF3144

	22)

	 	Oil Pollution Act Liability (Venice
Gathering Systems)
	 	Lloyd’s of London
	 	8/01/07 – 8/01/08
	 	JLWCTF3158

	23)

	 	Hull & Machinery (Midstream Barge
Company, LLC)
	 	Am. Home, Zurich, XL,Fire. Fund
	 	2/20/07-2/20/08
	 	JLWM3603

	24)

	 	Protection & Indemnity (Midstream
Barge Company LLC)
	 	UK Mutual Steam Ship Ass. (Europe)
	 	2/20/07-2/20/08
	 	JLWCTF3091

	25)

	 	Marine War Risks -
Hull/P&I (Midstream
Barge Company LLC)
	 	Lloyd’s of London
	 	2/20/07 – 2/20/08
	 	JLWCTF3092

	26)

	 	Ocean Marine Cargo
(Primarily for
Barge shipments)
	 	American Home Assurance Co.
	 	10/31/05 then Continuous
	 	87490	 
	27)

	 	Charterer’s Legal
Liability
	 	Continental Insurance Group
	 	10/31/06-10/31/07
	 	H874143	 
	28)

	 	Non-Owned Aircraft
Liability
	 	XL Specialty Ins. Co.
	 	10/31/06-10/31/07
	 	NAZ3037655

	29)

	 	Fiduciary Liability

(covering Employer
Sponsored Benefit
Plans)
	 	Travelers Casualty and Surety Company of America
	 	4/16/07-4/16/08
	 	EC04200051

	30)

	 	Commercial Crime

(Employee Fidelity
Coverage with
Benefit Plans)
	 	Travelers Casualty and Surety Company of America
	 	4/16/07-4/16/08
	 	CR04200010

	31)

	 	General Liability

(AEGIS) (Fronted
Policy)
	 	AEGIS
	 	4/26/06 – 10/31/07
	 	Y3219A1A06	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	INSURANCE	 	 	 	 
	 	 	LINE OF COVERAGE	 	CARRIER(S)	 	POLICY TERM	 	POLICY NO.
	32)

	 	Supplemental Excess
Liability Policy
	 	AEGIS
	 	10/31/06-10/31/07
	 	B3219A1A06	 











 









 








Schedule 7.01(b)

Existing Liens




Lien in favor of AICCO, Inc. pursuant to Premium Finance Agreements between Targa Resources, Inc., the Borrower and AICCO, Inc.,
dated November 21, 2006 and May 9, 2007 (See Schedule 7.03(b)).



 









 





Schedule 7.02(f)

Existing Investments




None



 









 





Schedule 7.03(b)

Existing Indebtedness




Premium Finance Agreements between Targa Resources, Inc., the Borrower and AICCO, Inc., dated November 21, 2006 and May 9, 2007.



 









 





Schedule 7.08

Transactions with Affiliates




Amended and Restated Stockholders’ Agreement



The Targa Resources Investments Inc. Amended and Restated Stockholders’ Agreement dated as of
October 28, 2005 among the Borrower, Targa Resources, Inc. and the Stockholders named therein, as
amended.




Hedging Arrangements



An affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) is an equity
investor in the Borrower. We have entered into various commodity derivative transactions with
Merrill Lynch Commodities Inc. (“MLCI”), an affiliate of Merrill Lynch.




Commercial Relationships



In April 2004, we entered into a base agreement for the purchase and sale of natural gas with
Entergy-Koch Trading, LP. On November 1, 2004, MLCI acquired Entergy-Koch, LP and became a
successor to this agreement.




Financial Services




An affiliate of Merrill Lynch is a lender and an agent under the Existing Credit Agreement.





 









 








Schedule 7.09

Existing Restrictions



The governing documents of the Existing JVs include various provisions that could restrict the
ability of the joint venturers to pledge their interests in the joint ventures.



The Existing Credit Agreement and the Senior Unsecured Notes include various provisions limiting
the ability of Subsidiaries of the Borrower to make Restricted Payments or to create Liens on such
Subsidiaries’ property.





 









 








Schedule 10.02

Administrative Agent’s Office, Certain Addresses for Notices



If to any Loan Party:




Targa Resources Investments Inc.

1000 Louisiana, Suite 4300

Houston, TX 77002

Attn: Vice President—Finance

Phone: (713) 584-1000

Fax: (713) 584-1100



Borrower’s web address for posting documents pursuant to Section 6.02:



http://www.targaresources.com/



If to the Administrative Agent:




Attn: Wendy Lau

Credit Suisse – Loan Agency Services

One Madison Avenue, 2nd Floor

New York, NY 10010

Tel: 212-325-9205

Fax: 212-325-8304

Wendy.Lau@Credit-Suisse.com