Exhibit
10.1
 
 Execution














CREDIT
AGREEMENT




Dated as
of February 14, 2007




Among




TARGA
RESOURCES PARTNERS LP,




as the
Borrower,




BANK
OF AMERICA, N.A.,




as the
Administrative Agent, Swing Line Lender




and




L/C
Issuer,




WACHOVIA
BANK, NATIONAL ASSOCIATION,


as the
Syndication Agent,




MERRILL LYNCH
CAPITAL,


ROYAL BANK OF
CANADA,


and


THE ROYAL BANK OF SCOTLAND
PLC,


as the
Co-Documentation Agents,





and




The Other
Lenders Party Hereto





BANCOFAMERICASECURITIES LLCand WACHOVIA CAPITAL MARKETS,
LLC


as


Joint
Lead Arrangers





and





BANC
OF AMERICA SECURITIES LLC,


as


Sole Book
Manager





$500,000,000
Five-Year Revolving Credit Facility














TABLE OF CONTENTS





Section
              Page







Article I.
            
            DEFINITIONS
      AND ACCOUNTING TERMS
            
            
            11.01
            
            Defined
      Terms
            
            
            11.02
            
            Other
      Interpretive Provisions
            
            
            271.03
            
            Accounting
      Terms
            
            
            271.04
            
            Rounding
            
            
            281.05
            
            Times
      of Day
            
            
            281.06
            
            Letter
      of Credit Amounts
            
            
            28Article II.
            
            THE COMMITMENTS
      AND CREDIT EXTENSIONS
            
            
            282.01
            
            Committed
      Loans
            
            
            282.02
            
            Borrowings,
      Conversions and Continuations of Committed Loans
            
            
            292.03
            
            Letters
      of Credit
            
            
            302.04
            
            Swing
      Line Loans
            
            
            392.05
            
            Prepayments
            
            
            422.06
            
            Termination
      or Reduction of Commitments
            
            
            442.07
            
            Repayment
      of Loans
            
            
            442.08
            
            Interest
            
            
            442.09
            
            Fees
            
            
            452.10
            
            Computation
      of Interest and Fees
            
            
            462.11
            
            Evidence
      of Debt
            
            
            462.12
            
            Payments
      Generally; Administrative Agent’s Clawback
            
            
            472.13
            
            Sharing
      of Payments by Lenders
            
            
            492.14
            
            Increase
      in Commitments
            
            
            49Article III.
            
            TAXES,
      YIELD PROTECTION AND ILLEGALITY
            
            
            513.01
            
            Taxes
            
            
            513.02
            
            Illegality
            
            
            533.03
            
            Inability
      to Determine Rates
            
            
            533.04
            
            Increased
      Costs; Reserves on Eurodollar Rate Loans
            
            
            533.05
            
            Compensation
      for Losses
            
            
            553.06
            
            Mitigation
      Obligations; Replacement of Lenders
            
            
            563.07
            
            Survival
            
            
            56Article IV.
            
            CONDITIONS
      PRECEDENT TO CREDIT EXTENSIONS
            
            
            564.01
            
            Conditions
      of Initial Credit Extension
            
            
            564.02
            
            Conditions
      to all Credit Extensions
            
            
            60Article V.
            
            REPRESENTATIONS
      AND WARRANTIES
            
            
            605.01
            
            Existence,
      Qualification and Power; Compliance with Laws
            
            
            605.02
            
            Authorization;
      No Contravention
            
            
            615.03
            
            Governmental
      Authorization; Other Consents
            
            
            615.04
            
            Binding
      Effect
            
            
            615.05
            
            Financial
      Statements; No Material Adverse Effect
            
            
            615.06
            
            Litigation
            
            
            625.07
            
            No
      Default
            
            
            625.08
            
            Ownership
      of Property; Liens
            
            
            625.09
            
            Environmental
      Compliance
            
            
            635.10
            
            Insurance
            
            
            63





Table of Contents




5.11
            
            Taxes
            
            
            635.12
            
            ERISA
      Compliance
            
            
            635.13
            
            Subsidiaries;
      Equity Interests; Taxpayer Identification Number
            
            
            645.14
            
            Margin
      Regulations; Investment Company Act
            
            
            645.15
            
            Disclosure
            
            
            655.16
            
            Compliance
      with Laws
            
            
            655.17
            
            Intellectual
      Property; Licenses, Etc
            
            
            655.18
            
            Labor
      Disputes and Acts of God
            
            
            665.19
            
            Solvency
            
            
            665.20
            
            Credit
      Arrangements
            
            
            665.21
            
            Real
      Property
            
            
            665.22
            
            Labor
      Matters
            
            
            665.23
            
            Security
      Documents
            
            
            66Article VI.
            
            AFFIRMATIVE
      COVENANTS
            
            
            666.01
            
            Financial
      Statements
            
            
            676.02
            
            Certificates;
      Other Information
            
            
            676.03
            
            Notices
            
            
            706.04
            
            Payment
      of Obligations
            
            
            716.05
            
            Preservation
      of Existence, Etc.
            
            
            716.06
            
            Maintenance
      of Properties
            
            
            716.07
            
            Maintenance
      of Insurance
            
            
            716.08
            
            Compliance
      with Laws
            
            
            726.09
            
            Books
      and Records
            
            
            726.10
            
            Inspection
      Rights
            
            
            726.11
            
            Use
      of Proceeds
            
            
            726.12
            
            Additional
      Subsidiaries, Guarantors and Pledgors
            
            
            726.13
            
            Agreement
      to Deliver Security Documents
            
            
            736.14
            
            Perfection
      and Protection of Security Interests and Liens
            
            
            736.15
            
            Performance
      on the Borrower’s Behalf
            
            
            746.16
            
            Environmental
      Matters; Environmental Reviews
            
            
            746.17
            
            Compliance
      with Agreements
            
            
            746.18
            
            Designation
      and Conversion of Restricted and Unrestricted Subsidiaries
            
            
            746.19
            
            Maintenance
      of Corporate Separateness
            
            
            75Article VII.
            
            NEGATIVE
      COVENANTS
            
            
            767.01
            
            Liens
            
            
            767.02
            
            Investments
            
            
            787.03
            
            Indebtedness
            
            
            797.04
            
            Subordinated
      Indebtedness
            
            
            817.05
            
            Fundamental
      Changes
            
            
            817.06
            
            Dispositions
            
            
            827.07
            
            Restricted
      Payments
            
            
            847.08
            
            Change
      in Nature of Business
            
            
            847.09
            
            Transactions
      with Affiliates
            
            
            847.10
            
            Burdensome
      Agreements
            
            
            847.11
            
            Prohibited
      Contracts
            
            
            857.12
            
            Limitation
      on Credit Extensions
            
            
            857.13
            
            Use
      of Proceeds
            
            
            857.14
            
            Interest
      Coverage Ratio
            
            
            857.15
            
            Leverage
      Ratios
            
            
            857.16
            
            Negative
      Pledge
            
            
            86







Table of Contents






Article VIII.
            
            EVENTS
      OF DEFAULT AND REMEDIES
            
            
            878.01
            
            Events
      of Default
            
            
            878.02
            
            Remedies
      Upon Event of Default
            
            
            898.03
            
            Application
      of Funds
            
            
            90Article IX.
            
            ADMINISTRATIVE
      AGENT
            
            
            919.01
            
            Appointment
      and Authority
            
            
            919.02
            
            Rights
      as a Lender
            
            
            919.03
            
            Exculpatory
      Provisions
            
            
            919.04
            
            Reliance
      by Agent
            
            
            929.05
            
            Delegation
      of Duties
            
            
            939.06
            
            Resignation
      of Agent
            
            
            939.07
            
            Non-Reliance
      on Agent and Other Lenders
            
            
            949.08
            
            No
      Other Duties, Etc.
            
            
            949.09
            
            Administrative
      Agent May File Proofs of Claim
            
            
            949.10
            
            Collateral
      and Guaranty Matters
            
            
            959.11
            
            Indemnification
      of Agents
            
            
            969.12
            
            Intercreditor
      Agreement
            
            
            96Article X.
            
            MISCELLANEOUS
            
            
            9610.01
            
            Amendments,
      Etc.
            
            
            9610.02
            
            Notices;
      Effectiveness; Electronic Communication
            
            
            9810.03
            
            No
      Waiver; Cumulative Remedies
            
            
            10010.04
            
            Expenses;
      Indemnity; Damage Waiver
            
            
            10010.05
            
            Payments
      Set Aside
            
            
            10210.06
            
            Successors
      and Assigns
            
            
            10310.07
            
            Treatment
      of Certain Information; Confidentiality
            
            
            10710.08
            
            Deposit
      Accounts; Right of Setoff
            
            
            10710.09
            
            Interest
      Rate Limitation
            
            
            10810.10
            
            Counterparts;
      Integration; Effectiveness
            
            
            10810.11
            
            Survival
      of Representations and Warranties
            
            
            10910.12
            
            Severability
            
            
            10910.13
            
            Replacement
      of Lenders
            
            
            10910.14
            
            Governing
      Law; Jurisdiction; Etc.
            
            
            11010.15
            
            Waiver
      of Jury Trial and Special Damages
            
            
            11110.16
            
            No
      Advisory or Fiduciary Responsibility
            
            
            11210.17
            
            USA
      PATRIOT Act Notice
            
            
            11310.18
            
            No
      General Partner's Liability
            
            
            11310.19
            
            Time
      of the Essence
            
            
            11310.20
            
            ENTIRE
      AGREEMENT
            
            
            113SIGNATURES
            
            
            S-1







Table of Contents







SCHEDULES1.01
            
            Certain
      Permitted Hedging Parties2.01
            
            Commitments
      and Applicable Percentages4.01
            
            Security
      Documents5.13
            
            Subsidiaries;
      Equity Interests; Taxpayer Identification Number5.21
            
            Material
      Real Property6.07
            
            Insurance
      Summary – Property and Casualty7.01
            
            Existing
      Liens7.09
            
            Affiliate
      Transactions10.02
            
            Administrative
      Agent’s Office; Certain Addresses for Notices10.06
            
            Processing
      and Recordation Fees













EXHIBITSForm
      ofA
            
            Committed
      Loan NoticeB
            
            Swing
      Line Loan NoticeC
            
            NoteD
            
            Compliance
      CertificateE
            
            Assignment
      and AssumptionF
            
            GuarantyG
            
            Opinion
      MattersH
            
            Pledge
      and Security AgreementI
            
            Deed
      of TrustJ
            
            Intercreditor
      Agreement








Table of Contents





CREDIT
AGREEMENT




This
CREDIT AGREEMENT (“Agreement”) is
entered into as of February 14, 2007,among Targa Resources
Partners LP, a Delaware limited partnership (the “Borrower”), each
lender from time to time party hereto (collectively, the “Lenders” and
individually, a “Lender”), and Bank of
America, N.A.,as
Administrative Agent, Collateral Agent, Swing Line Lender and L/C
Issuer.




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




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






ARTICLE
I. DEFINITIONS
AND ACCOUNTING TERMS




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




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




“Acquisition” means
the acquisition by the Borrower from Targa of all the outstanding partnership
interests of Targa North Texas.




“Additional Debt”
means Indebtedness for borrowed money other than Indebtedness described in Section
7.03.




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




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




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




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







1
 Table of Contents





“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 and the Syndication
Agent.




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




“Agreement” means this
Credit Agreement.




“Applicable
Percentage” means with respect to any Lender at any time, the percentage
(carried out to the ninth decimal place) of the Aggregate Commitments
represented by such Lender’s Commitment at such time.  If the
commitment of each Lender to make Loans and the obligation of the L/C Issuer to
make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if
the Aggregate Commitments have expired, then the Applicable Percentage of each
Lender shall be determined based on the Applicable Percentage of such Lender
most recently in effect, giving effect to any subsequent
assignments.  The initial Applicable Percentage of each Lender is set
forth opposite the name of such Lender on Schedule 2.01 or in
the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable.




“Applicable Rate”
means, from time to time, the following percentages per annum, based upon, as of
any date of determination, the ratio of (i) Consolidated Funded Indebtedness as
of such date to (ii) Consolidated Adjusted EBITDA for the period of four
consecutive fiscal quarters most recently ended for which the Compliance
Certificate has been received by Administrative Agent pursuant to Section 6.02(b)
or (c):




Pricing
      Level
            
            Consolidated
      Funded Indebtedness to Consolidated Adjusted EBITDA
            
            Commitment
      Fee
            
            
            Revolver
      Eurodollar Rate
            
            
            Revolver
      Base Rate1
            
            Greater
      than or equal to 5.25 to 1.0
            
            
            0.35
            %
            
            
            2.25
            %
            
            
            1.25
            %2
            
            Less
      than 5.25 to 1.00 but greater than or equal to 4.75 to 1.0
            
            
            0.35
            %
            
            
            2.00
            %
            
            
            1.00
            %3
            
            Less
      than 4.75 to 1.00 but greater than or equal to 4.25 to 1.0
            
            
            0.30
            %
            
            
            1.75
            %
            
            
            0.75
            %4
            
            Less
      than 4.25 to 1.00 but greater than or equal to 3.75 to 1.0
            
            
            0.30
            %
            
            
            1.50
            %
            
            
            0.50
            %5
            
            Less
      than 3.75 to 1.00 but greater than or equal to 3.25 to 1.0
            
            
            0.25
            %
            
            
            1.25
            %
            
            
            0.25
            %6
            
            Less
      than 3.25 to 1.00
            
            
            0.20
            %
            
            
            1.00
            %
            
            
            0.00
            %







2
 Table of Contents





Any
increase or decrease in the Applicable Rate resulting from a change in the ratio
of Consolidated Funded Indebtedness to Consolidated Adjusted EBITDA shall become
effective as of the first Business Day immediately following the date a
Compliance Certificate is delivered pursuant to Section 6.02(b)
or (c); provided, however, that at the
option of the Administrative Agent or the Required Lenders, the highest Pricing
Level (i.e., the Pricing Level that produces the highest Applicable Rate) shall
apply as of the first Business Day after the date on which a Compliance
Certificate was required to have been delivered but was not delivered, and shall
continue to so apply to and including the date on which such Compliance
Certificate is so delivered (and thereafter the Pricing Level otherwise
determined in accordance with this definition shall apply).  The
Applicable Rate in effect from the Closing Date through the date following the
Closing Date on which a Compliance Certificate is delivered or to be delivered
pursuant to Section
6.02(b) or (c) shall be
determined based upon Pricing Level 4.




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




“Arranger” means each
of Banc of America Securities LLC and Wachovia Capital Markets, LLC, in its
capacity as a joint lead arranger.




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




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




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




“Audited Financial
Statements” means the audited Consolidated financial statements of the
predecessor business of the Borrower and its Subsidiaries for the ten month
period ended October 31, 2005 and the two month period ended December 31, 2005,
and the related Consolidated statements of income or operations, shareholders’
equity and cash flows for such periods of the predecessor business of the
Borrower and its Subsidiaries, including the notes thereto.







3
 Table of Contents





“Availability Period”
means the period from and including the Closing Date to the earliest of
(a) the Maturity Date, (b) the date of termination of the Aggregate
Commitments pursuant to Section 2.06, and
(c) the date of termination of the commitment of each Lender to make Loans
and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant
to Section
8.02.




“Bank of America”
means Bank of America, N.A. and its successors.




“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 rate of interest in effect
for such day as publicly announced from time to time by Bank of America as its
“prime rate.”  The “prime rate” is a rate set by Bank of America based
upon various factors including Bank of America’s costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate.  Any change in such rate announced by Bank of America shall take
effect at the opening of business on the day specified in the public
announcement of such change.




“Base Rate Committed
Loan” means a Committed Loan that is a Base Rate Loan.




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




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




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




“Borrower’s Partnership
Agreement” means the Amended and Restated Agreement of Limited
Partnership of the Borrower dated February 14, 2007, as the same may be amended,
restated, supplemented, or otherwise modified from time to time.




“Borrowing” means a
Committed Borrowing or a Swing Line Borrowing, as the context may
require.




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




“Capital Lease” means
any lease that has been or should be, in accordance with GAAP recorded as a
capital lease.




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




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







4
 Table of Contents





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




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




“Change of Control”
means the earlier to occur of:




(a)  Targa
shall cease to Control General Partner, or any Person, other than Targa or a
Person Controlled by Targa, shall Control General Partner; or




(b)  General
Partner shall cease for any reason to be the sole General Partner of the
Borrower; or




(c)  Any
change of control or similar event occurs under the terms of any indenture, note
agreement or other agreement governing any outstanding Unsecured Note
Indebtedness that result in such Unsecured Note Indebtedness becoming due and
payable before its maturity or being subject to a repurchase, retirement or
redemption right or option; or




(d)  Less than
50% of Targa’s Consolidated assets, after deducting therefrom the value (net of
any applicable reserves) of all goodwill, trade names, trademarks, patents and
other like intangible assets, are in the Present Line of Business.




“Chico Plant” means
the cryogenic natural gas processing plant located in Wise County, Texas,
including the real property owned by Targa North Texas on which the Chico Plant
and related equipment and operations are located.




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




“Code” means the
Internal Revenue Code of 1986.




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




“Collateral Agent”
means Bank of America, 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.







5
 Table of Contents





“Commitment” means, as
to each Lender, its obligation to (a) make Committed Loans to the Borrower
pursuant to Section
2.01, (b) purchase participations in L/C Obligations, and
(c) purchase participations in Swing Line Loans, in an aggregate principal
amount at any one time outstanding not to exceed the amount set forth opposite
such Lender’s name on Schedule 2.01 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.




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




“Committed Loan” has
the meaning specified in Section
2.01.




“Committed Loan
Notice” means a notice of (a) a Committed Borrowing, (b) a
conversion of Committed 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.




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




“Consolidated” refers
to the consolidation of any Person, in accordance with GAAP, with its properly
Consolidated Subsidiaries.  References herein to a Person’s
Consolidated financial statements, financial position, financial condition,
liabilities, etc. refer to the Consolidated financial statements, financial
position, financial condition, liabilities, etc. of such Person and its properly
Consolidated Subsidiaries.  For avoidance of doubt, neither an
Unrestricted Subsidiary nor a Partially Owned Operating Company shall be
considered a Consolidated Subsidiary of the Borrower.




“Consolidated Adjusted
EBITDA” means, for any period, Consolidated EBITDA; provided that, (a)
if, since the beginning of the four fiscal quarter period ending on the date for
which Consolidated Adjusted EBITDA is determined, the Borrower or any
Consolidated Restricted Subsidiary shall have made any Material Acquisition or
Disposition or a Subsidiary shall be redesignated as either an Unrestricted
Subsidiary or a Restricted Subsidiary, Consolidated Adjusted EBITDA shall be
calculated giving pro
forma effect thereto as if the Material Acquisition or Disposition or
redesignation had occurred on the first day of such period. Such pro forma effect shall be
determined (i) in good faith by a Responsible Officer of General Partner, and
(ii) without giving effect to any anticipated or proposed change in operations,
revenues, expenses or other items included in the computation of Consolidated
Adjusted EBITDA, except with the consent of the Administrative Agent in its
reasonable discretion and (b) Consolidated Adjusted EBITDA may include, at the
Borrower’s option, any Material Project EBITDA Adjustments as provided
below.  As used herein, “Material Project EBITDA
Adjustments” means, with respect to the construction or expansion of any
capital project of the Borrower or any of its Consolidated Restricted
Subsidiaries, the aggregate capital cost of which (inclusive of capital costs
expended prior to the acquisition thereof) is reasonably expected by the
Borrower to exceed, or exceeds, $10,000,000 (a “Material
Project”):







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(A) prior to the date
on which a Material Project has achieved commercial operation (the “Commercial Operation
Date”) (but including the fiscal quarter in which such Commercial
Operation Date occurs), a percentage (based on the then-current completion
percentage of such Material Project as of the date of determination) of an
amount to be approved by Administrative Agent as the projected Consolidated
EBITDA attributable to such Material Project for the first 12-month period
following the scheduled Commercial Operation Date of such Material Project (such
amount to be determined based upon projected revenues from customer contracts,
projected revenues that are determined by the Administrative Agent, in its
discretion, to otherwise be highly probable, the creditworthiness and applicable
projected production of the prospective customers, capital and other costs,
operating and administrative expenses, scheduled Commercial Operation Date,
commodity price assumptions and other factors deemed appropriate by
Administrative Agent), which may, at the Borrower's option, be added to actual
Consolidated EBITDA for the fiscal quarter in which construction or expansion of
such Material Project commences and for each fiscal quarter thereafter until the
Commercial Operation Date of such Material Project (including the fiscal quarter
in which such Commercial Operation Date occurs, but net of any actual
Consolidated EBITDA attributable to such Material Project following such
Commercial Operation Date); provided that if the
actual Commercial Operation Date does not occur by the scheduled Commercial
Operation Date, then the foregoing amount shall be reduced, for quarters ending
after the scheduled Commercial Operation Date to (but excluding) the first full
quarter after its Commercial Operation Date, by the following percentage amounts
depending on the period of delay (based on the period of actual delay or
then-estimated delay, whichever is longer): (i) 90 days or less, 0%, (ii) longer
than 90 days, but not more than 180 days, 25%, (iii) longer than 180 days but
not more than 270 days, 50%, (iv) longer than 270 days but not more than 365
days, 75%, and (v) longer than 365 days, 100%; and




(B) beginning with the first full
fiscal quarter following the Commercial Operation Date of a Material Project and
for the two immediately succeeding fiscal quarters, an amount equal to the
projected Consolidated EBITDA attributable to such Material Project for the
balance of the four full fiscal quarter period following such Commercial
Operation Date, which may, at the Borrower's option, be added to actual
Consolidated EBITDA for such fiscal quarters.




Notwithstanding
the foregoing:




(i) no such Material Project EBITDA
Adjustment shall be allowed with respect to any Material Project
unless:




(a) at least 30 days prior to the last
day of the fiscal quarter for which the Borrower desires to commence inclusion
of such Material Project EBITDA Adjustment in Consolidated EBITDA with respect
to a Material Project (the “Initial Quarter”),
the Borrower shall have delivered to Administrative Agent written pro forma projections of
Consolidated EBITDA attributable to such Material Project, and






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(b) prior to the last day of the
Initial Quarter, Administrative Agent shall have approved (such approval not to
be unreasonably withheld) such projections and shall have received such other
information and documentation as Administrative
Agent may reasonably request, all in form and substance satisfactory to
Administrative Agent, and




(ii) the aggregate
amount of all Material Project EBITDA Adjustments during any period shall be
limited to 15% of the total actual Consolidated EBITDA for such period (which
total actual Consolidated EBITDA shall be determined without including any
Material Project EBITDA Adjustments).




“Consolidated EBITDA”
means, for any period, the sum of the Consolidated Net Income of the Borrower
and its Consolidated Restricted Subsidiaries during such period, plus (a) the
following to the extent deducted in calculating such Consolidated Net
Income:  (i) all Interest Expense for such period, (ii) all Federal,
state, local and foreign income taxes (including any franchise taxes to the
extent based upon net income) for such period, (iii) all depreciation,
amortization (including amortization of good will, debt issue costs and
amortization under FAS Rule 123) and other non-cash charges (including any
provision for the reduction in the carrying value of assets recorded in
accordance with GAAP, any extraordinary gains (or losses), any non-cash gains
(or losses) resulting from mark to market activity as a result of the
implementation of Statement of Financial Accounting Standards 133, “Accounting
for Derivative Instruments and Hedging Activities”, but excluding any non-cash
charges that constitute an accrual of or reserve for future cash charges, and
not treating write downs or write offs of receivables as non-cash charges) for
such period and (iv) costs and expenses incurred in connection with the
transactions contemplated hereby and minus (b) the
following to the extent included in calculating such Consolidated Net Income,
(i) all Federal, state, local and foreign income tax credits for such period and
(ii) all non-cash items of income (other than account receivables and similar
items arising from the normal course of business and reflected as income under
accrual methods of accounting consistent with past practices) for such
period.  For avoidance of doubt, Consolidated Net Income attributable
to Unrestricted Subsidiaries, Partially Owned Operating Companies and Persons
that are not Subsidiaries shall not be considered in calculating Consolidated
EBITDA except to the extent of actual cash distributions to the Borrower or any
of its Consolidated Restricted Subsidiaries by such Unrestricted Subsidiaries,
such Partially Owned Operating Companies or such other
Persons.  Notwithstanding the foregoing, the actual cash distributions
to the Borrower or any of its Consolidated Restricted Subsidiaries by (i)
Persons who are not Subsidiaries and any of whose Equity Interests that are
owned by a Loan Party are not Collateral or (ii) Unrestricted Subsidiaries,
during any period that will be included in Consolidated EBITDA shall be limited
in the aggregate to 15% of the total actual Consolidated EBITDA for such period
(which total actual Consolidated EBITDA shall be determined without including
any such distributions).




“Consolidated Funded
Indebtedness” means, as of any date, the sum of the following (without
duplication):  (i) Indebtedness of the Borrower or any of its
Consolidated Restricted Subsidiaries for borrowed money or evidenced by bonds,
debentures, notes, loan agreements or other similar instruments, (ii)
Attributable Indebtedness of the Borrower or any of its Consolidated Restricted
Subsidiaries in respect of Capital Lease Obligations and Synthetic Lease
Obligations or (iii) Indebtedness of the Borrower or any of its Consolidated
Restricted Subsidiaries in respect of Guarantees of Indebtedness of another
Person (other than the Borrower or a Restricted Subsidiary).







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




“Consolidated Net
Income” means, for any period, the Borrower’s and its Consolidated
Restricted Subsidiaries’ gross revenues for such period, including any cash
dividends or distributions actually received from any other Person during such
period, minus the Borrower’s and its Restricted Subsidiaries’ expenses and other
proper charges against income (including taxes on income to the extent imposed),
determined on a Consolidated basis in accordance with GAAP consistently applied
(including, without duplication, the elimination of earnings or losses
attributable to outstanding minority interests and the exclusion of the net
earnings of any Person other than a Restricted Subsidiary in which the Borrower
or any of its Restricted Subsidiaries has an ownership interest).




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




“Consolidated Senior Leverage
Ratio” means, for any date of determination (i) Consolidated Funded
Indebtedness on such date of determination  (excluding the Unsecured
Note Indebtedness) to (ii) Consolidated Adjusted EBITDA for the period of four
consecutive fiscal quarters most recently ended prior to the date of
determination.




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




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




“Debtor Relief Laws”
means the Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium,








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United
States or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally.




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




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




“Defaulting Lender”
means any Lender that (a) has failed to fund any portion of the Committed
Loans, participations in L/C Obligations or participations in Swing Line Loans
required to be funded by it hereunder within one Business Day of the date
required to be funded by it hereunder, unless such failure has been cured,
(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
Business Day of the date when due, unless the subject of a good faith dispute or
unless such failure has been cured, or (c) has been deemed insolvent or
become the subject of a bankruptcy or insolvency proceeding.




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




“DOL” means the
Department of Labor, or any Governmental Authority succeeding to any of its
principal functions.




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




“Domestic Subsidiary”
means any Subsidiary that is organized under the laws of any political
subdivision of the United States.




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




“Eligible Equity
Interests” means, with respect to any First-Tier Foreign Subsidiary, all
shares of capital stock or other Equity Interests of whatever class of such
First-Tier Foreign Subsidiary, in each case together with any certificates
evidencing the same, excluding, however, all shares of capital stock or other
Equity Interests of such  First-Tier Foreign Subsidiary which







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represent
in excess of 66% of the combined voting power of all classes of capital stock or
other Equity Interests of such First-Tier Foreign Subsidiary; provided, however, that if
following a change in the relevant sections of the Code or the regulations,
rules, rulings, notices or other official pronouncements issued or promulgated
thereunder which would change the maximum percentage of the total combined
voting power of all classes of capital stock or other Equity Interests of any
such First-Tier Foreign Subsidiary entitled to vote that may be pledged without
causing (a) the undistributed earnings of such First-Tier Foreign
Subsidiary as determined for United States federal income tax purposes to be
treated as a deemed dividend to, or investment in United States property of, the
owner of such capital stock or other Equity Interests or (b) other material
adverse consequences to the Borrower, any Guarantor, or any of their Restricted
Subsidiaries, then the 66% limitation set forth above shall be changed to 1%
less than such maximum percentage.




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




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




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




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




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




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







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




“Eurodollar Rate”
means, for any Interest Period with respect to a Eurodollar Rate Loan, the rate
per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as
published by Reuters (or other commercially available source providing
quotations of BBA LIBOR as designated by the Administrative Agent from time to
time) at approximately 11:00 a.m., London time, two Business Days prior to
the commencement of such Interest Period, for Dollar deposits (for delivery on
the first day of such Interest Period) with a term equivalent to such Interest
Period.  If such rate is not available at such time for any reason,
then the “Eurodollar Rate” for such Interest Period shall be the rate per annum
determined by the Administrative Agent to be the rate at which deposits in
Dollars for delivery on the first day of such Interest Period in same day funds
in the approximate amount of the Eurodollar Rate Loan being made, continued or
converted by Bank of America and with a term equivalent to such Interest Period
would be offered by Bank of America’s London Branch to major banks in the London
interbank eurodollar market at their request at approximately 11:00 a.m. (London
time) two Business Days prior to the commencement of such Interest
Period.




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




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




“Excess Sale Proceeds”
means Net Proceeds of a Disposition by the Borrower or any of its Restricted
Subsidiaries pursuant to Section 7.06(m) that
have not been applied within two hundred seventy (270) days after the date of
receipt of such Net Proceeds to the purchase of capital assets used in the
Present Line of Business.




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




“Excluded Taxes”
means, with respect to the Administrative Agent, any Lender, the L/C Issuer or
any other recipient of any payment to be made by or on account of any obligation
of the Borrower hereunder, (a) taxes imposed on or measured by its overall
net income (however denominated), and franchise taxes imposed on it (in lieu of
net income taxes), by the jurisdiction (or any political subdivision thereof)
under the laws of which such recipient is organized or in which its principal
office is located or, in the case of any Lender, in which its applicable
Lending







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Office is
located, (b) any branch profits taxes imposed by the United States or any
similar tax imposed by any other jurisdiction in which the Borrower is located
and (c) in the case of a Foreign Lender (other than an assignee pursuant to
a request by the Borrower under Section 10.13),
any withholding tax that is imposed on amounts payable to such Foreign Lender at
the time such Foreign Lender becomes a party hereto (or designates a new Lending
Office) or is attributable to such Foreign Lender’s failure or inability (other
than as a result of a Change in Law) to comply with Section 3.01(e),
except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new Lending Office (or assignment), to
receive additional amounts from the Borrower with respect to such withholding
tax pursuant to Section
3.01(a).




“Extraordinary
Receipts” means gross proceeds received by any Loan Party relating to (a)
insurance in respect of casualty to property that the Borrower has determined
(which determination must be made with reasonable promptness following such
casualty) will not be applied to the repair or replacement thereof within two
hundred seventy (270) days following such casualty, (b) payments pursuant
to any indemnity agreement that the Borrower has determined (which determination
must be made with reasonable promptness following receipt of such payment) will
not be applied to remedy the circumstances or improve, repair or replace the
property of such Loan Party pursuant to which such indemnity payment arose
within two hundred seventy (270) days following such payment, or (c) pension
reversions; provided that in no event
shall such Extraordinary Receipts include Net Proceeds.




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




“Fee Letter” means the
letter agreement, dated January 4, 2007, among the Borrower, the Administrative
Agent, the Syndication Agent and the Arrangers.




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




“Foreign Lender” means
any Lender that is organized under the laws of a jurisdiction other than that in
which the Borrower is resident for tax purposes.  For purposes of this
definition, the United States, each State thereof and the District of Columbia
shall be deemed to constitute a single jurisdiction.




“Foreign Subsidiary”
means, with respect to any Person, any Subsidiary of such Person which is not a
Domestic Subsidiary.  Any unqualified reference to any Foreign
Subsidiary shall







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be deemed
a reference to a Foreign Subsidiary of the Borrower, unless the context clearly
indicates otherwise.




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




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




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




“General Partner”
means Targa Resources GP LLC, a Delaware limited liability company which, as of
the Closing Date, is a Wholly Owned Subsidiary of Targa, and which, as of the
Closing Date, owns a two percent (2%) general partner interest in, and is
the sole general partner of, the Borrower.




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




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







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not
stated or determinable, the maximum reasonably anticipated liability in respect
thereof as determined by the guaranteeing Person in good
faith.    The term “Guarantee” as a verb has a corresponding
meaning.




“Guarantors” means,
collectively, each Restricted Subsidiary of the Borrower that is not an
Immaterial Subsidiary and has become party to the Guaranty on the Closing Date
or at any time thereafter, including pursuant to the requirements of Section
6.12.




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




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




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




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




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




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




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







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(d)           all
obligations of such Person to pay the deferred purchase price of property or
services (other than trade accounts payable in the ordinary course of business
that are (i) not unpaid for more than 90 days after the date on which such trade
account payable was created or (ii) being contested in good faith by appropriate
proceedings diligently conducted and adequate reserves in accordance with GAAP
are being maintained by the applicable Loan Party);




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




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




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




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




For all
purposes hereof, the Indebtedness of any Person shall include the Indebtedness
of any partnership or joint venture (other than a joint venture that is itself a
corporation or limited liability company) in which such Person is a general
partner or a joint venturer, unless and to the extent that such Indebtedness is
expressly made non-recourse to such Person.  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.




“Indemnified Taxes”
means Taxes other than Excluded Taxes.




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




“Information” has the
meaning specified in Section
10.07.




“Initial Financial
Statements” means (a) the Audited Financial Statements and (b) the
unaudited pro forma
Consolidated financial statements of the Borrower and its Consolidated
Subsidiaries as of September 30, 2006 after giving effect to the
Acquisition.




“Initial Public
Offering” means the initial offering or issuance by the Borrower of
Equity Interests pursuant to the Registration Statement.







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“Intercompany
Indebtedness” means all indebtedness of Targa North Texas existing prior
to the date hereof owing to Targa or any of its Subsidiaries which was incurred
in connection with the transfer of assets to Targa North Texas.




“Intercreditor
Agreement” means the Intercreditor Agreement, substantially in the form
attached as Exhibit
J, among the Borrower, the Collateral Agent and any Hedging Party that is
party to any Secured Hedge Agreement.




“Interest Expense”
means, with respect to any period, the sum (without duplication) of the
following (in each case, eliminating all offsetting debits and credits between
the Borrower and its Restricted Subsidiaries and all other items required to be
eliminated in the course of the preparation of Consolidated financial statements
of the Borrower and its Restricted Subsidiaries in accordance with GAAP): (a)
all interest, premium payments, debt discount, fees, charges and related
expenses in respect of Indebtedness of the Borrower or any of its Restricted
Subsidiaries (including imputed interest on Capital Lease Obligations) which are
accrued during such period and whether expensed in such period or capitalized
and (b) all other amounts properly treated as interest expense in accordance
with GAAP.




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




“Interest Period”
means, as to each Eurodollar Rate Loan, the period commencing on the date such
Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar
Rate Loan and ending on the date one, two, three or six months thereafter, as
selected by the Borrower in its Committed Loan Notice or such other period that
is twelve months or less requested by the Borrower and consented to by all the
Lenders; provided
that:




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




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




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




“Investment” means, as
to any Person, any direct or indirect acquisition or investment by such Person,
whether by means of (a) the purchase or other acquisition of Equity
Interests of another Person, (b) a loan, advance or capital contribution
to, Guarantee or assumption of debt of, or purchase or other acquisition of any
other debt or equity participation or interest in, another Person, including any
partnership or joint venture interest in such other Person and any







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arrangement
pursuant to which the investor Guarantees Indebtedness of such other Person, or
(c) the purchase or other acquisition (in one transaction or a series of
transactions) of all or substantially all of the property and assets or business
of another Person or assets that constitute a business unit, line of business or
division of another Person.  For purposes of covenant compliance, the
amount of any Investment shall be the amount actually invested, without
adjustment for subsequent increases or decreases in the value of such
Investment.




“IP Rights” has the
meaning specified in Section 5.17.




“IRS” means the United
States Internal Revenue Service.




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




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




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




“L/C Advance” means,
with respect to each Lender, such Lender’s funding of its participation in any
L/C Borrowing in accordance with its Applicable Percentage.




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




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




“L/C Issuer” means
Bank of America in its capacity as issuer of Letters of Credit hereunder, or any
successor issuer of Letters of Credit hereunder.




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







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thereunder
by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall
be deemed to be “outstanding” in the amount so remaining available to be
drawn.




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




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




“Letter of Credit”
means any letter of credit issued hereunder.




“Letter of Credit
Application” means an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the L/C
Issuer.




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




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




“Lien” means any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), charge, or preference, priority or other security
interest or preferential arrangement in the nature of a security interest of any
kind or nature whatsoever (including any conditional sale or other title
retention agreement, any easement, right of way or other encumbrance on title to
real property, and any financing lease having substantially the same economic
effect as any of the foregoing).




“Loan” means an
extension of credit by a Lender to the Borrower under Article II in the
form of a Committed Loan or a Swing Line Loan.




“Loan Documents” means
this Agreement, each Note, each Issuer Document, the Fee Letter, the Guaranty,
the Security Documents,the Intercreditor
Agreement and all other agreements, certificates, documents, instruments and
writings at any time delivered in connection herewith or therewith (exclusive of
term sheets and commitment letters).




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




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




“Mark-to-Market” means
the process of revaluing for trading purposes commodity contracts held by any
Person, whether in respect of physical inventory, futures, forward exchanges,
swaps or other derivatives, and which contracts may have a fixed price, a
floating price and fixed differential, or other pricing basis, to the current
market prices for such contracts, and determining the gain or loss on such
contracts, on an aggregate net trading basis for all such contracts of such
Person, by comparing the original prices of such contracts to the market prices
on the date of determination.







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“Material Acquisition or
Disposition” means the Acquisition or any of the following having a fair
market value in excess of $30,000,000: (a) any acquisition of any Acquired
Entity or Business, (b) the Disposition of any assets (including Equity
Interests) by the Borrower or any of its Restricted Subsidiaries, and (c) all
mergers and consolidations of the type referred to in Sections 7.05(d) and
(e).




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




“Maturity Date” means
February 14, 2012; provided, however, that if such
date is not a Business Day, the Maturity Date shall be the next preceding
Business Day.




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




“Mortgage” has the
meaning specified in Section 4.01(a)(iv).




“Mortgage Policy” has
the meaning specified in Section 4.01(a)(iv)(B).




“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 Proceeds” means
the remainder of (a) as applicable (i) the gross proceeds received from a
Disposition (excluding proceeds that constitute capital assets used in the
Present Line of Business),or(ii) the gross proceeds
received by any Loan Party from the issuance of Additional Debt, as applicable,
less (b) underwriter discounts and commissions, investment banking fees,
legal, accounting and other professional fees and expenses, amounts required to
be applied to the repayment of Indebtedness secured by a Lien permitted
hereunder on any asset which is the subject of such Disposition, and other usual
and customary transaction costs, net of taxes paid or reasonably estimated to be
payable as a result thereof within two years of the date of the relevant
Disposition as a result of any gain recognized in connection therewith and
related to such Disposition or Additional Debt issuance, as
applicable.  To the extent any such gross proceeds are received that
are not cash or cash equivalents or are not promptly converted to cash or cash
equivalents, the value of such proceeds shall be the fair market value thereof
at the time of receipt.




“Note” means a
promissory note made by the Borrower in favor of a Lender evidencing Loans made
by such Lender, substantially in the form of Exhibit
C.




“Obligations” means
all advances to, and debts, liabilities, obligations, covenants and duties of,
any Loan Party arising under any Loan Document or otherwise with respect to any
Loan or Letter of Credit, whether direct or indirect (including those acquired
by assumption),







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“Omnibus Agreement”
means the Omnibus Agreement dated as of the Closing Date among Targa, General
Partner and the Borrower.




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




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




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




“Partially Owned Operating
Company” means any Person (i) that is not a Wholly Owned Subsidiary of
the Borrower where the portion of the Equity Interest not owned by the Borrower
and its Restricted Subsidiaries is owned by Targa or any of its Subsidiaries,
and (ii) that holds operating assets.




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




“PBGC” means the
Pension Benefit Guaranty Corporation.




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







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




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




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




“Platform” has the
meaning specified in Section
6.02.




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




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




“Present Line of
Business” means (i) the Loan Parties’ existing natural gas and natural
gas liquids gathering, treating, processing, terminalling, storage, transporting
and marketing operations, (ii) other oil, natural gas, natural gas liquids and
related products gathering, treating, processing, terminalling, storage,
transporting and marketing operations and (iii) any business that is reasonably
related, incidental or ancillary thereto.




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




“Registration
Statement” means the Form S-1 Registration Statement filed by the
Borrower with the SEC as Registration No. 333-138747, as amended.




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




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




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




“Required Lenders”
means, as of any date of determination, (subject to the Intercreditor Agreement
with respect to those matters as to which Hedging Parties are entitled to vote
thereunder) Lenders having more than 50% of the Aggregate Commitments or, if
the







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commitment
of each Lender to make Loans and the obligation of the L/C Issuer to make L/C
Credit Extensions have been terminated pursuant to Section 8.02, Lenders
holding in the aggregate more than 50% of the Total Outstandings (with the
aggregate amount of each Lender’s risk participation and funded participation in
L/C Obligations and Swing Line Loans being deemed “held” by such Lender for
purposes of this definition); provided that the
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.




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




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




“Restricted
Subsidiary” means any Subsidiary that is not an Unrestricted Subsidiary
or a Partially Owned Operating Company, provided, that any
such Partially Owned Operating Company will be a Restricted Subsidiary of the
Borrower solely for purposes of Sections 7.01, 7.02, 7.03, 7.05, 7.06, 7.07 and 7.08.




“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 Hedge
Agreement” means any Swap Contract that (i) is permitted under Article 7
and (ii) is by and between any Loan Party and any Hedging Party; provided that
such Swap Contract shall not constitute a Secured Hedge Agreement unless the
relevant Hedging Party is a Lender or an Affiliate of a Lender or subject to the
Intercreditor Agreement (a) on the Closing Date  (in the case of
transactions under Swap Contracts in effect on the Closing Date) or (b) on the
date of an applicable transaction (in the case of transactions under Swap
Contracts entered into after the Closing Date).




“Secured Parties”
means, collectively, the Administrative Agent, the Collateral Agent, the L/C
Issuer, the Lenders, any Hedging Party that is a party to a Secured Hedge
Agreement,







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and each
co-agent or sub-agent appointed by the Administrative Agent or Collateral Agent
from time to time pursuant to Section
9.05.




“Secured Swap
Obligations” means all obligations arising from time to time under
Secured Hedge Agreements; provided that if such
counterparty ceases to be a Lender hereunder or an Affiliate of a Lender
hereunder, or ceases to be a party to the Intercreditor Agreement, Secured Swap
Obligations shall only include such obligations to the extent arising from
transactions either (i) entered into on or prior to the Closing Date if the
counterparty was a Lender hereunder or an Affiliate of a Lender hereunder or a
party to the Intercreditor Agreement on the Closing Date or (ii) entered into
after the Closing Date if such counterparty was a Lender hereunder or an
Affiliate of a Lender hereunder or a party to the Intercreditor Agreement at the
time the transaction was entered into.




“Security Documents”
means the instruments listed in Schedule 4.01 and all
other security agreements, deeds of trust, mortgages, chattel mortgages,
pledges, Guarantees, financing statements, continuation statements, extension
agreements and other agreements or instruments now, heretofore, or hereafter
delivered by any Loan Party to Administrative Agent in connection with this
Agreement or any transaction contemplated hereby to secure or Guarantee the
payment of any part of the Obligations, the Secured Swap Obligations or the Cash
Management Obligations or the performance of any Loan Party’s other duties and
obligations under the Loan Documents or the Secured Hedge
Agreements.




“Solvent” and “Solvency” mean, with
respect to any Person on a particular date, that on such date (a) the fair value
of the property of such Person is greater than the total amount of 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, (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, and (e) such Person is able to pay its debts and liabilities,
contingent obligations and other commitments as they mature in the ordinary
course of business.  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.




“Specified
Acquisition” means an acquisition (or series of related acquisitions) of
an Acquired Entity or Business for an aggregate purchase price of not less than
$30,000,000.




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




“Subsidiary” of a
Person means a corporation, partnership, joint venture, limited liability
company or other business entity of which a majority of the shares of securities
or other interests having ordinary voting power for the election of directors or
other governing body (other than securities or interests having such power only
by reason of the happening of a contingency) are







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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.




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




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




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




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




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




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




“Swing Line Sublimit”
means an amount equal to the lesser of (a) $100,000,000 and (b) the
Aggregate Commitments.  The Swing Line Sublimit is part of, and not in
addition to, the Aggregate Commitments.




“Syndication Agent”
means Wachovia Bank, National Association in its capacity as syndication agent
under any of the Loan Documents, or any successor syndication
agent.




“Synthetic Lease
Obligation” means the monetary obligation of a Person under (a) a
so-called synthetic, off-balance sheet or tax retention lease, or (b) an
agreement for the use or







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possession
of property creating obligations that do not appear on the balance sheet of such
Person but which, upon the insolvency or bankruptcy of such Person, would be
characterized as the indebtedness of such Person (without regard to accounting
treatment).




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




“Targa Credit
Agreement” means that certain Credit Agreement dated as of October 31,
2005, among Targa, Credit Suisse, as administrative agent and the lenders from
time to time party thereto.




“Targa North Texas”
means Targa North Texas LP, a Delaware limited partnership.




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




“Threshold Amount”
means an amount equal to three percent (3%) of Consolidated Net Tangible Assets
of the Borrower as of the financial statements most recently delivered pursuant
to Section
4.01(a)(vii), Section 6.01(a) or
Section
6.01(b), as applicable.




“Total Outstandings”
means the aggregate Outstanding Amount of all Loans and all L/C
Obligations.




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




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




“Unfunded Pension
Liability” means the excess of a Pension Plan’s benefit liabilities under
Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s
assets, determined in accordance with the assumptions used for funding the
Pension Plan pursuant to Section 412 of the Code for the applicable plan
year.




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




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




“Unrestricted
Subsidiary” means any Subsidiary which the Borrower has designated in
writing to the Administrative Agent to be an Unrestricted Subsidiary pursuant to
Section 6.18
and which the Borrower has not designated to be a Restricted Subsidiary pursuant
to Section
6.18.




“Unsecured Note
Indebtedness” means Indebtedness permitted under Sections 7.03(f) or
(o).







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“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.




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




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




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




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




1.03 Accounting
Terms.




(a)  Generally.  All
accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data (including financial ratios
and







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other
financial calculations) required to be submitted pursuant to this Agreement
shall be prepared in conformity with, GAAP applied on a consistent basis, as in
effect from time to time, applied in a manner consistent with that used in
preparing the Audited Financial Statements, except as otherwise
specifically prescribed herein.




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




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




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




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






ARTICLE
II. THE
COMMITMENTS AND CREDIT EXTENSIONS




2.01 Committed
Loans .  Subject to the
terms and conditions set forth herein, each Lender severally agrees to make
loans (each such loan, a “Committed Loan”) to
the Borrower from time to time, on any Business Day during the Availability
Period, in an aggregate amount not to exceed at any time outstanding the amount
of such Lender’s Commitment; provided, however, that after
giving effect to any Committed Borrowing, (i) the Total Outstandings shall
not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding
Amount of the Committed Loans of any Lender, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall
not exceed such Lender’s Commitment.  Within the limits of each
Lender’s Commitment, and subject to the other terms and conditions hereof, the
Borrower may borrow under this Section 2.01, prepay
under Section
2.05, and reborrow under







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this
Section
2.01.  Committed Loans may be Base Rate Loans or Eurodollar
Rate Loans, as further provided herein.




2.02 Borrowings,
Conversions and Continuations of Committed Loans .




(a)  Each
Committed Borrowing, each conversion of Committed Loans from one Type to the
other, and each continuation of Eurodollar Rate Loans shall be made upon the
Borrower’s irrevocable notice to the Administrative Agent, which may be given by
telephone.  Each such notice must be received by the Administrative
Agent not later than (i) noon three Business Days prior to the requested
date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans
or of any conversion of Eurodollar Rate Loans to Base Rate Committed Loans, and
(ii) 11:00 a.m. on the requested date of any Borrowing of Base Rate
Committed Loans; provided, however, that if the
Borrower wishes to request Eurodollar Rate Loans having an Interest Period other
than one, two, three or six months in duration as provided in the definition of
“Interest Period”, the applicable notice must be received by the Administrative
Agent not later than noon four Business Days prior to the requested date of such
Borrowing, conversion or continuation, whereupon the Administrative Agent shall
give prompt notice to the Lenders of such request and determine whether the
requested Interest Period is acceptable to all of them.  Not later
than noon, three Business Days before the requested date of such Borrowing,
conversion or continuation, the Administrative Agent shall notify the Borrower
(which notice may be by telephone) whether or not the requested Interest Period
has been consented to by all the Lenders.  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 General Partner.  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 or in the amount
of the unused Commitments.  Except as provided in Sections 2.03(c) and
2.04(c), each
Borrowing of or conversion to Base Rate Committed Loans shall be in a principal
amount of $500,000 or a whole multiple of $100,000 in excess thereof or in the
amount of the unused Commitments.  Each Committed Loan Notice (whether
telephonic or written) shall specify (i) whether the Borrower is requesting
a Committed Borrowing, a conversion of Committed 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 Committed Loans to be
borrowed, converted or continued, (iv) the Type of Committed Loans to be
borrowed or to which existing Committed 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 Committed Loan in
a Committed Loan Notice or if the Borrower fails to give a timely notice
requesting a conversion or continuation, then the applicable Committed Loans
shall be made as, or converted to, Base Rate Loans (unless the Committed 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 continuations 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
month.







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(b)  Following
receipt of a Committed Loan Notice, the Administrative Agent shall promptly
notify each Lender of the amount of its Applicable Percentage of the applicable
Committed 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 continuations as
Eurodollar Rate Loans described in the preceding subsection.  In the
case of a Committed Borrowing, each Lender shall make the amount of its
Committed 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 4.02 (and, if
such Borrowing is the initial Credit Extension, Section 4.01), the
Administrative Agent shall make all funds so received available to the Borrower
in like funds as received by the Administrative Agent either by
(i) crediting the account of the Borrower on the books of Bank of America
with the amount of such funds or (ii) wire transfer of such funds, in each
case in accordance with instructions provided to (and reasonably acceptable to)
the Administrative Agent by the Borrower; provided, however, that if, on
the date the Committed Loan Notice with respect to such Borrowing is given by
the Borrower, there are L/C Borrowings outstanding, then the proceeds of such
Borrowing, first, shall be
applied to the payment in full of any such L/C Borrowings, and second, shall be made
available to the Borrower as provided above.




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




(d)  The
Administrative Agent shall promptly notify the Borrower and the Lenders of the
interest rate applicable to any Interest Period for Eurodollar Rate Loans upon
determination of such interest rate.  At any time that Base Rate Loans
are outstanding, the Administrative Agent shall notify the Borrower and the
Lenders of any change in Bank of America’s prime rate used in determining the
Base Rate promptly following the public announcement of such
change.




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




2.03  Letters
of Credit .




(a)  The
Letter of Credit Commitment.




(b)  Subject
to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in
reliance upon the agreements of the Lenders set forth in this Section 2.03,
(1) from time to time on any Business Day during the period from the
Closing Date until the Letter of Credit Expiration Date, to issue Letters of
Credit upon the request of the Borrower for the account of the Borrower or any
Restricted Subsidiary, and to amend or extend Letters
of Credit previously issued by it, in accordance with subsection (b) below, and
(2) to honor drawings under the







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Letters
of Credit; and (B) the Lenders severally agree to participate in Letters of
Credit issued for the account of the Borrower or any Loan Party and any drawings
thereunder; provided that after
taking such Letter of Credit into account, (x) the Total Outstandings shall
not exceed the Aggregate Commitments, and (y) the aggregate Outstanding
Amount of the Committed Loans of any Lender, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall
not exceed such Lender’s Commitment.  Each request by the Borrower for
the issuance or amendment of a Letter of Credit shall be deemed to be a
representation by the Borrower that the L/C Credit Extension so requested
complies with the conditions set forth in the proviso to the preceding
sentence.  Within the foregoing limits, and subject to the terms and
conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be
fully revolving, and accordingly the Borrower may, during the foregoing period,
obtain Letters of Credit for the account of the Borrower or any Restricted
Subsidiary to replace Letters of Credit that have expired or that have been
drawn upon and reimbursed.




(c)  The L/C
Issuer shall not issue any Letter of Credit, if:





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





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




(d)  The L/C
Issuer shall not be under any obligation to issue any Letter of Credit
if:




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





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





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







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





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





(F)  a default
of any Lender’s obligations to fund under Section 2.03(c)
exists or any Lender is at such time a Defaulting Lender hereunder, unless the
L/C Issuer has entered into satisfactory arrangements with the Borrower or such
Lender to eliminate the L/C Issuer’s risk with respect to such
Lender.




(e)  The L/C
Issuer shall not amend any Letter of Credit if the L/C Issuer would not be
permitted at such time to issue such Letter of Credit in its amended form under
the terms hereof.




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




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




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




(i)  Each
Letter of Credit shall be issued or amended, as the case may be, upon the
request of the Borrower for the account of the Borrower or any Restricted
Subsidiary, as the case may be, delivered to the L/C Issuer (with a copy to the
Administrative Agent) in the form of a Letter of Credit Application,
appropriately completed and signed by a Responsible Officer of General
Partner.  Such Letter of Credit Application must be received by the
L/C Issuer and the Administrative Agent not later than noon at least one
Business Day (or such later date and time as the Administrative Agent and the
L/C Issuer may agree in a particular instance in their sole discretion) prior to
the proposed issuance date or date of amendment, as the case may
be.  In the case of a request for an initial issuance of a Letter of
Credit, such Letter of Credit Application shall specify in form and detail
reasonably satisfactory to the L/C Issuer:  (A) the proposed
issuance date of the requested Letter of Credit (which shall be a Business Day);
(B) the amount thereof; (C) the expiry date thereof; (D) the name
and address of the beneficiary thereof; (E) the documents to be presented
by such beneficiary in case of any drawing thereunder; (F) the full text of
any certificate to be presented by such beneficiary in case of any drawing
thereunder; and (G) such other matters as the L/C Issuer may
require.  In the case of a request for an amendment of any outstanding
Letter of Credit, such Letter of Credit Application shall specify in form and
detail satisfactory to the L/C Issuer (A) the Letter of Credit to be
amended; (B) the proposed date of amendment thereof (which shall be a







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Business
Day); (C) the nature of the proposed amendment; and (D) such other
matters as the L/C Issuer may require.  Additionally, the Borrower
shall furnish to the L/C Issuer and the Administrative Agent such other
documents and information pertaining to such requested Letter of Credit issuance
or amendment, including any Issuer Documents, as the L/C Issuer or the
Administrative Agent may require.




(j)  Promptly
after receipt of any Letter of Credit Application, the L/C Issuer will confirm
with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has received a copy of such Letter of Credit Application
from the Borrower and, if not, the L/C Issuer will provide the Administrative
Agent with a copy thereof.  Unless the L/C Issuer has received written
notice from any Lender, the Administrative Agent or any Loan Party, at least one
Business Day prior to the requested date of issuance or amendment of the
applicable Letter of Credit, that one or more applicable conditions contained in
Article IV
shall not then be satisfied, then, subject to the terms and conditions hereof,
the L/C Issuer shall, on the requested date, issue a Letter of Credit for the
account of the Borrower or the applicable Restricted Subsidiary, as the case may
be, or enter into the applicable amendment, as the case may be, in each case in
accordance with the L/C Issuer’s usual and customary business
practices.  Immediately upon the issuance of each Letter of Credit,
each Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the L/C Issuer a risk participation in such Letter of
Credit in an amount equal to the product of such Lender’s Applicable Percentage
times the
amount of such Letter of Credit.




(k)  If the
Borrower so requests in any applicable Letter of Credit Application, the L/C
Issuer may, in its sole and absolute discretion, agree to issue a Letter of
Credit that has automatic extension provisions (each, an “Auto-Extension Letter of
Credit”); provided that any
such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any
such extension at least once in each twelve-month period (commencing with the
date of issuance of such Letter of Credit) by giving prior notice to the
beneficiary thereof not later than a day (the “Non-Extension Notice
Date”) in each such twelve-month period to be agreed upon at the time
such Letter of Credit is issued.  Unless otherwise directed by the L/C
Issuer, the Borrower shall not be required to make a specific request to the L/C
Issuer for any such extension.  Once an Auto-Extension Letter of
Credit has been issued, the Lenders shall be deemed to have authorized (but may
not require) the L/C Issuer to permit the extension of such Letter of Credit at
any time to an expiry date not later than the Letter of Credit Expiration Date;
provided, however, that the L/C
Issuer shall not permit any such extension if (A) the L/C Issuer has
determined that it would not be permitted, or would have no obligation, at such
time to issue such Letter of Credit in its revised form (as extended) under the
terms hereof (by reason of the provisions of clause (ii) or (iii) of Section2.03(a) or otherwise), or
(B) it has received notice (which may be by telephone or in writing) on or
before the day that is five Business Days before the Non-Extension Notice Date
(1) from the Administrative Agent that the Required Lenders have elected
not to permit such extension or (2) from the Administrative Agent, any
Lender or the Borrower that one or more of the applicable conditions specified
in Section4.02 is
not then satisfied, and in each such case directing the L/C Issuer not to permit
such extension.




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





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(m)  Drawings and Reimbursements;
Funding of Participations.




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




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




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





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







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(r)  Each
Lender’s obligation to make Committed Loans or L/C Advances to reimburse the L/C
Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c),
shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense
or other right which such Lender may have against the L/C Issuer, the Borrower
or any other Person for any reason whatsoever; (B) the occurrence or
continuance of a Default, or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing; provided, however, that each
Lender’s obligation to make Committed Loans pursuant to this Section 2.03(c) is
subject to the conditions set forth in Section 4.02 (other
than delivery by the Borrower of a Committed Loan Notice).  No such
making of an L/C Advance shall relieve or otherwise impair the obligation of the
Borrower to reimburse the L/C Issuer for the amount of any payment made by the
L/C Issuer under any Letter of Credit, together with interest as provided
herein.




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




(t)  Repayment of
Participations.




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




Section 2.03(c)(i) Section 10.05







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rate per
annum equal to the Federal Funds Rate from time to time in
effect.  The obligations of the Lenders under this clause shall
survive the payment in full of the Obligations and the termination of this
Agreement.




(w)  Obligations
Absolute.The obligation of the
Borrower to reimburse the L/C Issuer for each drawing under each Letter of
Credit and to repay each L/C Borrowing shall be absolute, unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement regardless of any circumstances, including any of the
following:




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




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




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




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




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




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




Role of L/C
Issuer.Each
Lender and the Borrower agree that, in paying any drawing under a Letter of
Credit, the L/C Issuer shall not have any responsibility to obtain any document
(other than any sight draft, certificates and documents expressly required by
the Letter of Credit) or to ascertain or inquire as to the validity or accuracy
of any such document





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




(dd)  Cash
Collateral.  Upon the request of the Administrative Agent,
(i) if the L/C Issuer has honored any full or partial drawing request under
any Letter of Credit and such drawing has resulted in an L/C Borrowing and the
conditions set forth in Section 4.01 to a
Committed Borrowing cannot then be met, or (ii) if, as of the Letter of
Credit Expiration Date, any L/C Obligation for any reason remains outstanding,
the Borrower shall, in each case, immediately Cash Collateralize the then
Outstanding Amount of all L/C Obligations.  Sections
2.05 and 8.02(c)set forth certain additional requirements to deliver
Cash Collateral hereunder.  For purposes of this Section 2.03, Section 2.05and Section
8.02(c), “Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for the
benefit of the L/C Issuer and the Lenders, as collateral for the L/C
Obligations, cash or deposit account balances pursuant to documentation in form
and substance satisfactory to the Administrative Agent and the L/C Issuer (which
documents are hereby consented to by the Lenders).  Derivatives of
such term have corresponding meanings.  The Borrower hereby grants to
the


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 Administrative
Agent, for the benefit of the L/C Issuer and the Lenders, a security interest in
all such cash, deposit accounts and all balances therein and all proceeds of the
foregoing.  Cash Collateral shall be maintained in blocked,
non-interest bearing deposit accounts at Bank of America and may be invested in
cash equivalents.  If at any time during which Cash Collateral is
required to be maintained in respect of L/C Obligations, the Administrative
Agent determines that any funds held as Cash Collateral are subject to any right
or claim of any Person other than the Administrative Agent or that the total
amount of such funds is less than the aggregate Outstanding Amount of all L/C
Obligations, the Borrower will, forthwith upon demand by the Administrative
Agent, pay to the Administrative Agent, as additional funds to be deposited as
Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding
Amount over (y) the total amount of funds, if any, then held as Cash Collateral
that the Administrative Agent determines to be free and clear of any such right
and claim.  Upon the drawing of any Letter of Credit for which funds
are on deposit as Cash Collateral, such funds shall be applied, to the extent
permitted under applicable Laws, to reimburse the L/C Issuer.  To the
extent that the amount of any Cash Collateral exceeds the then Outstanding
Amount of L/C Obligations and so long as no Event of Default has occurred and is
continuing, the excess shall be refunded to the Borrower.
  (ee)  Applicability of ISP and
UCP.Unless
otherwise expressly agreed by the L/C Issuer and the Borrower, when a Letter of
Credit is issued, (i) the Borrower may specify that either the rules of the ISP
or the rules of the Uniform Customs and Practice for Documentary Credits (“UCP”), as most
recently published by the International Chamber of Commerce at the time of
issuance, apply to each standby Letter of Credit, and (ii) the rules of the UCP
shall apply to each commercial Letter of Credit.
  (ff)  Letter of Credit
Fees.  The Borrower shall pay to the Administrative Agent for
the account of each Lender in accordance with its Applicable Percentage a Letter
of Credit fee (the “Letter of Credit
Fee”) for each Letter of Credit issued for the account of the
Borrower or a Restricted Subsidiary, as the case may be, equal to the Applicable
Rate with respect to Eurodollar Rate Loans times the daily
amount available to be drawn under such Letter of Credit on a quarterly basis in
arrears.  For purposes of computing the daily amount available to be
drawn under any Letter of Credit, the amount of such Letter of Credit shall be
determined in accordance with Section1.06.  Letter
of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii)
due and payable on the tenth Business Day after the end of each March, June,
September and December, commencing with the first such date to occur after the
issuance of such Letter of Credit, on the Letter of Credit Expiration Date and
thereafter on demand.  If there is any change in the Applicable Rate
during any quarter, the daily maximum amount of each Letter of Credit shall be
computed and multiplied by the Applicable Rate separately for each period during
such quarter that such Applicable Rate was in effect.  Notwithstanding
anything to the contrary contained herein, upon the request of Administrative
Agent or the Required Lenders, while any Obligation bears interest at the
Default Rate pursuant to Section 2.08(b), all
Letter of Credit Fees shall accrue at the Default Rate.
  Fronting Fee and Documentary
and Processing Charges Payable to L/C Issuer.The Borrower shall pay
directly to the L/C Issuer for its own account a fronting fee with respect to
each Letter of Credit issued for the account of the Borrower or a Restricted
Subsidiary, as the case may be, equal to the greater of (i) $125 or
(ii) one-eighth percent
 
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 (0.125%)
per annum, computed on the daily maximum amount available to be drawn under such
Letter of Credit (whether or not such maximum amount is then in effect under
such Letter of Credit) and on a quarterly basis in arrears, and due and payable
on the tenth Business Day after the end of each March, June, September and
December, commencing with the first such date to occur after the issuance of
such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on
demand.  For purposes of computing the daily amount available to be
drawn under any Letter of Credit, the amount of such Letter of Credit shall be
determined in accordance with Section
1.06.  In addition, the Borrower shall pay directly to the L/C
Issuer for its own account the customary issuance, presentation, amendment and
other processing fees, and other standard costs and charges, of the L/C Issuer
relating to letters of credit as from time to time in effect.  Such
customary fees and standard costs and charges are due and payable on demand and
are nonrefundable.
  (hh)  Conflict with Issuer
Documents.  In the event of any conflict between the terms
hereof and the terms of any Issuer Document, the terms hereof shall
control.
  (ii)  Letters of Credit Issued for
Subsidiaries.  Notwithstanding that a Letter of Credit issued
or outstanding hereunder is in support of any obligations of, or is for the
account of, a Subsidiary, the Borrower shall be obligated to reimburse the L/C
Issuer hereunder for any and all drawings under such Letter of
Credit.  The Borrower hereby acknowledges that the issuance of Letters
of Credit for the account of Restricted Subsidiaries inures to the benefit of
the Borrower, and that the Borrower’s business derives substantial benefits from
the businesses of such Restricted Subsidiaries.
  2.04 Swing
Line Loans .
  (a)  The Swing
Line.  Subject to the terms and conditions set forth herein,
the Swing Line Lender agrees, in reliance upon the agreements of the other
Lenders set forth in this Section 2.04, to make
loans (each such loan, a “Swing Line Loan”) to
the Borrower from time to time on any Business Day during the Availability
Period in an aggregate amount not to exceed at any time outstanding the amount
of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans,
when aggregated with the Applicable Percentage of the Outstanding Amount of
Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender,
may exceed the amount of such Lender’s Commitment; provided, however, that after
giving effect to any Swing Line Loan, (i) the Total Outstandings shall not
exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount
of the Committed Loans of any Lender, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall
not exceed such Lender’s Commitment, and provided, further, that the
Borrower shall not use the proceeds of any Swing Line Loan to refinance any
outstanding Swing Line Loan.  Within the foregoing limits, and subject
to the other terms and conditions hereof, the Borrower may borrow under this
Section 2.04,
prepay under Section
2.05, and reborrow under this Section
2.04.  Each Swing Line Loan shall be a Base Rate
Loan.  Immediately upon the making of a Swing Line Loan, each Lender
shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the Swing Line Lender a risk participation in such Swing Line Loan
in an amount equal to the product of such Lender’s Applicable Percentage times the amount of
such Swing Line Loan.
  
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   (b)  Borrowing
Procedures.  Each Swing Line Borrowing shall be made upon the
Borrower’s irrevocable notice to the Swing Line Lender and the Administrative
Agent, which may be given by telephone. Each such notice must be received by the
Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on
the requested borrowing date, and shall specify (i) the amount to be
borrowed, which shall be a minimum of $100,000, and (ii) the requested
borrowing date, which shall be a Business Day.  Each such telephonic
notice must be confirmed promptly by delivery to the Swing Line Lender and the
Administrative Agent of a written Swing Line Loan Notice, appropriately
completed and signed by a Responsible Officer of General
Partner.  Promptly after receipt by the Swing Line Lender of any
telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent
has also received such Swing Line Loan Notice and, if not, the Swing Line Lender
will notify the Administrative Agent (by telephone or in writing) of the
contents thereof.  Unless the Swing Line Lender has received notice
(by telephone or in writing) from the Administrative Agent (including at the
request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing
Line Borrowing (A) directing the Swing Line Lender not to make such Swing
Line Loan as a result of the limitations set forth in the proviso to the first
sentence of Section2.04(a), or
(B) that one or more of the applicable conditions specified in Article IV is not
then satisfied, then, subject to the terms and conditions hereof, the Swing Line
Lender will, not later than 3:00 p.m. on the borrowing date specified in such
Swing Line Loan Notice, make the amount of its Swing Line Loan available to the
Borrower at its office by crediting the account of the Borrower on the books of
the Swing Line Lender in immediately available funds.
  (c)  Refinancing of Swing Line
Loans.
  (d)  The Swing
Line Lender at any time in its sole and absolute discretion may request, on
behalf of the Borrower (which hereby irrevocably authorizes the Swing Line
Lender to so request on its behalf), that each Lender make a Base Rate Committed
Loan in an amount equal to such Lender’s Applicable Percentage of the amount of
Swing Line Loans then outstanding.  Such request shall be made in
writing (which written request shall be deemed to be a Committed Loan Notice for
purposes hereof) and in accordance with the requirements of Section 2.02, without
regard to the minimum and multiples specified therein for the principal amount
of Base Rate Loans, but subject to the unutilized portion of the Aggregate
Commitments and the conditions set forth in Section 4.02.  The
Swing Line Lender shall furnish the Borrower with a copy of the applicable
Committed Loan Notice promptly after delivering such notice to the
Administrative Agent.  Each Lender shall make an amount equal to its
Applicable Percentage of the amount specified in such Committed Loan Notice
available to the Administrative Agent in immediately available funds for the
account of the Swing Line Lender at the Administrative Agent’s Office not later
than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon,
subject to Section
2.04(c)(ii), each Lender that so makes funds available shall be deemed to
have made a Base Rate Committed Loan to the Borrower in such
amount.  The Administrative Agent shall remit the funds so received to
the Swing Line Lender.
  If for
any reason any Swing Line Loan cannot be refinanced by such a Committed
Borrowing in accordance with Section 2.04(c)(i),
the request for Base Rate Committed Loans submitted by the Swing Line Lender as
set forth herein shall be deemed to
  
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 be a
request by the Swing Line Lender that each of the Lenders fund its risk
participation in the relevant Swing Line Loan and each Lender’s payment to the
Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i)
shall be deemed payment in respect of such participation.
  (f)  If any
Lender fails to make available to the Administrative Agent for the account of
the Swing Line Lender any amount required to be paid by such Lender pursuant to
the foregoing provisions of this Section 2.04(c) by
the time specified in Section 2.04(c)(i),
the Swing Line Lender shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon
for the period from the date such payment is required to the date on which such
payment is immediately available to the Swing Line Lender at a rate per annum
equal to the greater of the Federal Funds Rate and a rate determined by the
Swing Line Lender in accordance with banking industry rules on interbank
compensation, plus any administrative, processing or similar fees customarily
charged by the Swing Line Lender in connection with the foregoing.  If
such Lender pays such amount (with interest and fees as aforesaid), the amount
so paid shall constitute such Lender’s Committed Loan included in the relevant
Committed Borrowing or funded participation in the relevant Swing Line Loan, as
the case may be.  A certificate of the Swing Line Lender submitted to
any Lender (through the Administrative Agent) with respect to any amounts owing
under this clause (iii) shall be conclusive absent manifest error.
  (g)  Each
Lender’s obligation to make Committed Loans or to purchase and fund risk
participations in Swing Line Loans pursuant to this Section 2.04(c) shall
be absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right
which such Lender may have against the Swing Line Lender, the Borrower or any
other Person for any reason whatsoever, (B) the occurrence or continuance
of a Default, or (C) any other occurrence, event or condition, whether or
not similar to any of the foregoing; provided, however, that each
Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c) is
subject to the conditions set forth in Section
4.02.  No such funding of risk participations shall relieve or
otherwise impair the obligation of the Borrower to repay Swing Line Loans,
together with interest as provided herein.
  (h)  Repayment of
Participations.
  (i)  At any
time after any Lender has purchased and funded a risk participation in a Swing
Line Loan, if the Swing Line Lender receives any payment on account of such
Swing Line Loan, the Swing Line Lender will distribute to such Lender its
Applicable Percentage thereof in the same funds as those received by the Swing
Line Lender.
  Section 10.05
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 (k)  Interest for Account of
Swing Line Lender.  The Swing Line Lender shall be responsible
for invoicing the Borrower for interest on the Swing Line
Loans.  Until each Lender funds its Base Rate Committed Loan or risk
participation pursuant to this Section 2.04 to
refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest
in respect of such Applicable Percentage shall be solely for the account of the
Swing Line Lender.
  (l)  Payments Directly to Swing
Line Lender.  The Borrower shall make all payments of principal
and interest in respect of the Swing Line Loans directly to the Swing Line
Lender.
  2.05 Prepayments .
  (a)  The
Borrower may, upon notice to the Administrative Agent, at any time or from time
to time voluntarily prepay Committed Loans in whole or in part without premium
or penalty; provided that
(i) such notice must be received by the Administrative Agent not later than
(A) noon three Business Days prior to any date of prepayment of Eurodollar
Rate Loans and (B) 11:00 a.m. on the date of prepayment of Base Rate
Committed Loans; (ii) any prepayment 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 or, if less, the outstanding amount of such Loans; and (iii) any
prepayment of Base Rate Committed Loans shall be in a principal amount of
$500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if
less, the entire principal amount thereof then outstanding.  Each such
notice shall specify the date and amount of such prepayment and the Type(s) of
Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid,
the Interest Period(s) of such Loans.  The Administrative Agent will
promptly notify each Lender of its receipt of each such notice and the amount of
such Lender’s Applicable Percentage of such prepayment.  If such
notice is given by the Borrower, the Borrower shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date
specified therein.  Any prepayment of a Eurodollar Rate Loan shall be
accompanied by all accrued interest on the amount prepaid, together with any
additional amounts required pursuant to Section
3.05.  Each such prepayment shall be applied to the Committed
Loans of the Lenders in accordance with their respective Applicable
Percentages.  Notwithstanding anything herein to the contrary, the
Borrower may rescind any notice of prepayment under this Section 2.05(a) not
later than 1:00 p.m. on the Business Day before such prepayment was scheduled to
take place if such prepayment would have resulted from a refinancing of the
Committed Loans, which refinancing shall not be consummated or shall otherwise
be delayed.
  provided
  
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 the
Borrower shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein.
  (c)  If for
any reason the Outstanding Amount of all Loans at any time exceeds the Aggregate
Commitments then in effect, the Borrower shall within one Business Day following
demand by the Administrative Agent prepay the Loans in an aggregate amount equal
to such excess.
  (d)  On the
date (or the next succeeding Business Day if such date is not a Business Day)
that any Net Proceeds become Excess Sale Proceeds, (i) the Borrower shall make a
mandatory prepayment of the principal of the Loans in the amount of the Excess
Sale Proceeds, and (ii) the Aggregate Commitments shall be reduced, dollar for
dollar, by the amount of such Excess Sale Proceeds provided, however, that
prepayments and the corresponding reduction in Aggregate Commitments under this
Section 2.05(d)
shall not be required until the aggregate amount of unapplied Net Proceeds and
unapplied Extraordinary Receipts exceeds $5,000,000.
  (e)  Any
Extraordinary Receipts shall be immediately applied as a mandatory prepayment on
the Loans; provided, however, that prepayments under this Section 2.05(e) shall
not be required until the aggregate amount of unapplied Extraordinary Receipts
and unapplied Net Proceeds exceeds $5,000,000.
  (f)  Immediately
upon the consummation by any Loan Party of any issuance of Additional Debt (but
without waiving the requirements of Administrative Agent and/or any Lender’s
consent to any such issuance in violation of any Loan Document), the Borrower
shall make a mandatory prepayment on the Loans in an amount equal to the Net
Proceeds from such issuance.
 
 (g)  Each
prepayment under Section 2.05(c),
(d), (e) or (f) shall be applied
ratably as follows:  (i) first to prepay the Outstanding Amount of the
Committed Loans, and (ii) second, to repay the Outstanding Amount of the Swing
Line Loans.
  (h)  Each
prepayment of the Loans under Section 2.05(c),
(d), (e) or (f) shall be
accompanied by all interest then accrued and unpaid on the principal so prepaid,
together with any additional amounts required pursuant to Section 3.05.  Any
principal or interest prepaid pursuant to this Section shall be in addition to,
and not in lieu of, all payments otherwise required to be paid under the Loan
Documents at the time of such prepayment.  Each such prepayment shall
be applied to the Committed Loans or Swing Line Loans, as applicable, of the
Lenders in accordance with their respective Applicable Percentage of such
Committed Loans or Swing Line Loans.
  2.06 Termination or Reduction of
Commitments .
  provided
 
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 concurrent
prepayments hereunder, the Total Outstandings would exceed the Aggregate
Commitments, and (iv) if, after giving effect to any reduction of the
Aggregate Commitments, the Swing Line Sublimit exceeds the amount of the
Aggregate Commitments, such Sublimit shall be automatically reduced by the
amount of such excess.  The Administrative Agent will promptly notify
the Lenders of any such notice of termination or reduction of the Aggregate
Commitments.  Any reduction of the Aggregate Commitments shall be
applied to the Commitment of each Lender according to its Applicable
Percentage.  All fees accrued until the effective date of any
termination of the Aggregate Commitments shall be paid on the effective date of
such termination.  Notwithstanding anything herein to the contrary,
the Borrower may rescind any notice of termination of Aggregate Commitments
under this Section
2.06 not later than 1:00 p.m. on the Business Day before such termination
was scheduled to take place if such termination would have resulted from a
refinancing of the Aggregate Commitments, which refinancing shall not be
consummated or shall otherwise be delayed
  2.07 Repayment
of Loans .
  (a)  The
Borrower shall repay to the Lenders on the Maturity Date the aggregate principal
amount of Committed Loans outstanding on such date.
  (b)  The
Borrower shall repay each Swing Line Loan on the earlier to occur of
(i) the date ten Business Days after such Loan is made and (ii) the
Maturity Date.
  2.08 Interest .
  (a)  Subject
to the provisions of subsection (b) below, (i) 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 with respect to Eurodollar Rate Loans; (ii) each Base Rate Committed
Loan shall bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable
Rate with respect to Base Rate Loans; and (iii) each Swing Line Loan shall
bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the Applicable
Rate with respect to Base Rate Loans.
  (b)  (i)  If
any amount of principal of any Loan is not paid when due (after giving effect to
any applicable grace periods), whether at stated maturity, by acceleration or
otherwise, such amount shall thereafter bear interest at a fluctuating interest
rate per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable Laws.
  
  Section
8.01(a)
 
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 Borrower
shall pay interest on the principal amount of all outstanding Obligations
hereunder at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Laws and shall
continue to pay interest at such rate until but excluding the date on which such
Event of Default is cured or waived (and thereafter the Pricing Level otherwise
applicable shall apply).
  (iv)           Accrued
and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.
  (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.
  2.09 Fees . In
addition to certain fees described in subsections (i) and (j) of Section
2.03:
  (a)  Commitment Fee.The Borrower shall pay
to the Administrative Agent for the account of each Lender in accordance with
its Applicable Percentage, a commitment fee equal to the Applicable Rate with
respect to Commitment Fees times the actual
daily amount by which the Aggregate Commitments exceed the Outstanding Amount of
Committed Loans and L/C Obligations (but excluding, for the avoidance of doubt,
the Swing Line Loans); provided, however that any
commitment fee accrued with respect to the Commitment of a Lender that has
failed to fund any portion of the Committed Loans required to be funded by it
hereunder within one Business Day of the date required to be funded by it
hereunder shall not be payable by the Borrower until such time as such failure
has been cured.  The commitment fees shall accrue at all times during
the Availability Period, including at any time during which one or more of the
conditions in Article
IV are not met, and shall be due and payable quarterly in arrears on the
tenth Business Day after each March, June, September and December, commencing
with the first such date to occur after the Closing Date, and on the last day of
the Availability Period.  The commitment fees shall be calculated
quarterly in arrears, and if there is any change in the Applicable Rate during
any quarter, the actual daily amount shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect.
  Other
Fees
 
 (c)  The
Borrower shall pay to the Arrangers, the Administrative Agent and the
Syndication Agent for their own respective accounts fees in the amounts and at
the times specified in the Fee Letter.  Such fees shall be fully
earned when paid and shall not be refundable for any reason
whatsoever.
  (d)  The
Borrower shall pay to the Lenders such fees as shall have been separately agreed
upon in writing in the amounts and at the times so specified.  Such
fees shall be fully earned when paid and shall not be refundable for any reason
whatsoever.
  
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 2.10 Computation
of Interest and Fees . All
computations of interest for Base Rate Loans when the Base Rate is determined by
Bank of America’s “prime rate” shall be made on the basis of a year of 365 or
366 days, as the case may be, and actual days elapsed.  All other
computations of fees and interest shall be made on the basis of a 360-day year
and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365-day year).  Interest
shall accrue on each Loan for the day on which the Loan is made, and shall not
accrue on a Loan, or any portion thereof, for the day on which the Loan or such
portion is paid, provided that any
Loan that is repaid on the same day on which it is made shall, subject to Section2.12(a), bear
interest for one day.  Each determination by the Administrative Agent
of an interest rate or fee hereunder shall be conclusive and binding for all
purposes, absent manifest error.
  2.11 Evidence
of Debt .
  (a)  The
Credit Extensions made by each Lender shall be evidenced by one or more accounts
or records maintained by such Lender and by the Administrative Agent in the
ordinary course of business in accordance with its usual
practice.  The accounts or records maintained by the Administrative
Agent and each Lender shall be conclusive absent manifest error of the amount of
the Credit Extensions made by the Lenders to the Borrower and the interest and
payments thereon.  Any failure to so record or any error in doing so
shall not, however, limit or otherwise affect the obligation of the Borrower
hereunder to pay any amount owing with respect to the Obligations.  In
the event of any conflict between the accounts and records maintained by any
Lender and the accounts and records of the Administrative Agent in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error.  Upon the request of any Lender made
through the Administrative Agent, the Borrower shall execute and deliver to such
Lender (through the Administrative Agent) a Note, which shall evidence such
Lender’s Loans in addition to such accounts or records.  Each Lender
may attach schedules to its Note and endorse thereon the date, Type (if
applicable), amount and maturity of its Loans and payments with respect
thereto.
  (b)  In
addition to the accounts and records referred to in Section 2.11(a), each Lender
and the Administrative Agent shall maintain in accordance with its usual
practice accounts or records evidencing the purchases and sales by such Lender
of participations in Letters of Credit and Swing Line Loans.  In the
event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error.
  2.12 Payments
Generally; Administrative Agent’s Clawback .
  General.  All
payments to be made by the Borrower shall be made without condition or deduction
for any counterclaim, defense, recoupment or setoff.  Except as
otherwise expressly provided herein, all payments by the Borrower hereunder
shall be made to the Administrative Agent, for the account of the respective
Lenders to which such payment is owed, at the Administrative Agent’s Office in
Dollars and in immediately available funds not later than 2:00 p.m. on the date
specified herein.  The Administrative Agent will promptly distribute
to each Lender its Applicable Percentage (or other applicable share as
provided
  
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 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.  If any
payment to be made by the Borrower shall come due on a day other than a Business
Day, payment shall be made on the next following Business Day, and such
extension of time shall be reflected in computing interest or fees, as the case
may be; except that this sentence shall not apply to the Maturity
Date.
 
 (b)  (i) Funding by Lenders;
Presumption by Administrative Agent.  Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed date of any
Committed Borrowing of Eurodollar Rate Loans (or, in the case of any Committed
Borrowing of Base Rate Loans, prior to noon on the date of such Committed
Borrowing) that such Lender will not make available to the Administrative Agent
such Lender’s share of such Committed Borrowing, the Administrative Agent may
assume that such Lender has made such share available on such date in accordance
with Section
2.02 (or, in the case of a Committed Borrowing of Base Rate Loans, that
such Lender has made such share available in accordance with and at the time
required by Section
2.02) and may, in reliance upon such assumption, make available to the
Borrower a corresponding amount.  In such event, if a Lender has not
in fact made its share of the applicable Committed Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower severally
agree to pay to the Administrative Agent forthwith on demand such corresponding
amount in immediately available funds with interest thereon, for each day from
and including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at (A) in the
case of a payment to be made by such Lender, the greater of the Federal Funds
Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation, plus any administrative,
processing or similar fees customarily charged by the Administrative Agent in
connection with the foregoing, and (B) in the case of a payment to be made
by the Borrower, the interest rate applicable to Base Rate Loans.  If
the Borrower and such Lender shall pay such interest to the Administrative Agent
for the same or an overlapping period, the Administrative Agent shall promptly
remit to the Borrower the amount of such interest paid by the Borrower for such
period.  If such Lender pays its share of the applicable Committed
Borrowing to the Administrative Agent, then the amount so paid shall constitute
such Lender’s Committed Loan included in such Committed
Borrowing.  Any payment by the Borrower shall be without prejudice to
any claim the Borrower may have against a Lender that shall have failed to make
such payment to the Administrative Agent.
  Payments by the Borrower;
Presumptions by Administrative Agent
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 amount is
distributed to it to but excluding the date of payment to the Administrative
Agent, at the greater of the Federal Funds Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation.
  A notice
of the Administrative Agent to any Lender or the Borrower with respect to any
amount owing under this subsection (b) shall be conclusive, absent manifest
error.
  (c)  Failure to Satisfy
Conditions Precedent.  If any Lender makes available to the
Administrative Agent funds for any Loan to be made by such Lender as provided in
the foregoing provisions of this Article II, and such
funds are not made available to the Borrower by the Administrative Agent because
the conditions to the applicable Credit Extension set forth in Article IV are not
satisfied or waived in accordance with the terms hereof, the Administrative
Agent shall return such funds (in like funds as received from such Lender) to
such Lender, without interest.
  (d)  Obligations of Lenders
Several.  The obligations of the Lenders hereunder to make
Committed Loans, to fund participations in Letters of Credit and Swing Line
Loans and to make payments pursuant to Section 10.04(c) are
several and not joint.  The failure of any Lender to make any
Committed Loan, to fund any such participation or to make any payment under
Section
10.04(c) on any date required hereunder shall not relieve any other
Lender of its corresponding obligation to do so on such date, and no Lender
shall be responsible for the failure of any other Lender to so make its
Committed Loan, to purchase its participation or to make its payment under Section
10.04(c).
  (e)  Funding
Source.  Nothing herein shall be deemed to obligate any Lender
to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner.
  (f)  Insufficient
Funds.  If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal, L/C
Borrowings, interest and fees then due hereunder, such funds shall be applied
(i) first,
toward payment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, toward
payment of principal and L/C Borrowings then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of principal and L/C
Borrowings then due to such parties
  2.13 Sharing
of Payments by Lenders . If any
Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of the
Committed Loans made by it, or the participations in L/C Obligations or in Swing
Line Loans held by it resulting in such Lender’s receiving payment of a
proportion of the aggregate amount of such Committed Loans or participations and
accrued interest thereon greater than its pro rata share thereof as
provided herein, then the Lender receiving such greater proportion shall
(a) notify the Administrative Agent of such fact, and (b) purchase
(for cash at face value) participations in the Committed Loans and
subparticipations in L/C Obligations and Swing Line Loans of the other Lenders,
or make such other adjustments as shall be equitable, so that the benefit of all
such payments shall be shared by the Lenders ratably in accordance
with
 
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 the
aggregate amount of principal of and accrued interest on their respective
Committed Loans and other amounts owing them, provided
that:
  (a)  if any
such participations or subparticipations are purchased and all or any portion of
the payment giving rise thereto is recovered, such participations or
subparticipations shall be rescinded and the purchase price restored to the
extent of such recovery, without interest; and
  (b)  the
provisions of this Section shall not be construed to apply to (x) any
payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or (y) any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its
Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to
any assignee or participant, other than to the Borrower or any Subsidiary
thereof (as to which the provisions of this Section shall apply).
  Each Loan
Party consents to the foregoing and agrees, to the extent it may effectively do
so under applicable law, that any Lender acquiring a participation pursuant to
the foregoing arrangements may exercise against such Loan Party rights of setoff
and counterclaim with respect to such participation as fully as if such Lender
were a direct creditor of such Loan Party in the amount of such
participation.
  2.14 Increase
in Commitments .
 
 (a)  Request for
Increase.  Provided there exists no Default, without the
consent of the Lenders and upon notice to the Administrative Agent (which shall
promptly notify the Lenders), the Borrower may from time to time, request an
increase in the Aggregate Commitments (as determined by the Borrower but subject
to the approval of the Administrative Agent (such approval not to be
unreasonably withheld or delayed)) by an amount that will not cause the
Aggregate Commitments to be greater than the sum of (i) the Aggregate
Commitments on the Closing Date, plus (ii) $250,000,000; provided that any
such request for an increase shall be in a minimum amount of
$5,000,000.  At the time of sending such notice, the Borrower may
request all or part of such increase from the existing Lenders and if it
does so, shall specify (in consultation with the Administrative Agent) the time
period within which each Lender is requested to respond (which shall in no event
be less than ten Business Days from the date of delivery of such notice to the
Lenders).
 
 (b)Lender Elections to
Increase.  Each Lender shall notify the Administrative Agent
within such time period whether or not it agrees to increase its Commitment and,
if so, whether by an amount equal to, greater than, or less than its Applicable
Percentage of such requested increase.  Any Lender not responding
within such time period shall be deemed to have declined to increase its
Commitment.
  Notification by
Administrative Agent; Additional Lenders.  The Administrative
Agent shall notify the Borrower and each Lender of the Lenders’ responses to
each request made hereunder.  To achieve the full amount of a
requested increase and subject to the approval of the Administrative Agent, the
L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably
withheld or delayed), the Borrower may also invite
 
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 additional
Eligible Assignees to become Lenders pursuant to a joinder agreement in form and
substance reasonably satisfactory to the Administrative Agent and its
counsel.  It shall not be a condition to obtaining an increase in the
Aggregate Commitments that the full amount of such increase requested by the
Borrower be approved by the Lenders or any additional Eligible Assignees. If
less than the full amount of the increase requested by the Borrower is approved
by the Lenders and any additional Eligible Assignee, the Borrower may, at its
option, accept the amount of the increase so approved, or the Borrower may
withdraw its request for such increase.
  (d)  Effective Date and
Allocations.  If the Aggregate Commitments are increased in
accordance with this Section, the Administrative Agent and the Borrower shall
determine the effective date (the “Increase Effective
Date”) and the final allocation of such increase.  The
Administrative Agent shall promptly notify the Borrower and the Lenders of the
final amount and allocation of such increase and the Increase Effective
Date.
 
 (e)  Conditions to Effectiveness
of Increase.  As a condition precedent to such increase, the
Borrower shall deliver to the Administrative Agent a certificate of each Loan
Party dated as of the Increase Effective Date (in sufficient copies for each
Lender) signed by a Responsible Officer of such Loan Party (i) certifying and
attaching the resolutions adopted by such Loan Party approving or consenting to
such increase, and (ii) in the case of the Borrower, certifying that, before and
after giving effect to such increase, (A) the representations and warranties
contained in Article
V and the other Loan Documents are true and correct in all material
respects on and as of the Increase Effective Date, except to the extent that
such representations and warranties specifically refer to an earlier date, in
which case they are true and correct as of such earlier date, and except that
for purposes of this Section 2.14, the
representations and warranties contained in subsection (a) of Section 5.05 shall be
deemed to refer to the most recent statements furnished pursuant to clauses
(a) and (b) of Section 6.01, and (B)
no Default exists.  The Borrower shall prepay any Committed Loans
outstanding on the Increase Effective Date (and pay any additional amounts
required pursuant to Section 3.05) to the
extent necessary to keep the outstanding Committed Loans ratable with any
revised Applicable Percentages arising from any nonratable increase in the
Commitments under this Section.
  Conflicting
Provisions Section 2.13 10.01
  ARTICLE
III. TAXES,
YIELD PROTECTION AND ILLEGALITY
  3.01  Taxes .
  (a)  Payments Free of
Taxes.  Any and all payments by or on account of any obligation
of the Borrower hereunder or under any other Loan Document shall be made free
and clear of and without reduction or withholding for any Indemnified Taxes or
Other Taxes, provided that if the
Borrower shall be required by applicable law to deduct any Indemnified Taxes
(including any Other Taxes) from such payments, then (i) the sum payable shall
be increased as necessary so that after making all required deductions
(including deductions
 
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 applicable
to additional sums payable under this Section) the Administrative Agent, Lender
or L/C Issuer, as the case may be, receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower shall make
such deductions and (iii) the Borrower shall timely pay the full amount deducted
to the relevant Governmental Authority in accordance with applicable
law.
  (b)  Payment of Other Taxes by
the Borrower.  Without limiting the provisions of subsection
(a) above, the Borrower shall timely pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.
  (c)  Indemnification by the
Borrower.  The Borrower shall indemnify the Administrative
Agent, each Lender and the L/C Issuer, within 10 days after demand therefor, for
the full amount of any Indemnified Taxes or Other Taxes (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section) paid by the Administrative Agent, such Lender or the L/C
Issuer, as the case may be, and any penalties, interest and reasonable expenses
arising therefrom or with respect thereto, whether or not such Indemnified Taxes
or Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority.  A certificate as to the amount of such
payment or liability delivered to the Borrower by a Lender or the L/C Issuer
(with a copy to the Administrative Agent), or by the Administrative Agent on its
own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive
absent manifest error.
  (d)  Evidence of
Payments.  As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority,
the Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.
  (e)  Status of
Lenders.  Any Foreign Lender that is entitled to an exemption
from or reduction of withholding tax under the law of the jurisdiction in which
the Borrower is resident for tax purposes, or any treaty to which such
jurisdiction is a party, with respect to payments hereunder or under any other
Loan Document shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law or reasonably requested
by the Borrower or the Administrative Agent, such properly completed and
executed documentation prescribed by applicable law as will permit such payments
to be made without withholding or at a reduced rate of
withholding.  In addition, any Lender, if requested by the Borrower or
the Administrative Agent, shall deliver such other documentation prescribed by
applicable law or reasonably requested by the Borrower or the Administrative
Agent as will enable the Borrower or the Administrative Agent to determine
whether or not such Lender is subject to backup withholding or information
reporting requirements. 
 Without limiting the generality
of the foregoing, in the event that the Borrower is resident for tax purposes in
the United States, any Foreign Lender shall deliver to the Borrower and the
Administrative Agent (in such number of copies as shall be requested by the
recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and
  
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 from
time to time thereafter upon the request of the Borrower or the Administrative
Agent, but only if such Foreign Lender is legally entitled to do so), whichever
of the following is applicable:
  (f)  duly
completed copies of Internal Revenue Service Form W-8BEN claiming eligibility
for benefits of an income tax treaty to which the United States is a
party,
  (g)  duly
completed copies of Internal Revenue Service Form W-8ECI,
  (h)  in the
case of a Foreign Lender claiming the benefits of the exemption for portfolio
interest under section 881(c) of the Code, (x) a certificate to the effect that
such Foreign Lender is not (A) a “bank” within the meaning of Section
881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within
the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled
foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) duly
completed copies of Internal Revenue Service Form W-8BEN, or
  (i)  any other
form prescribed by applicable law as a basis for claiming exemption from or a
reduction in United States Federal withholding tax duly completed together with
such supplementary documentation as may be prescribed by applicable law to
permit the Borrower to determine the withholding or deduction required to be
made.
  (j)  Treatment of Certain
Refunds.  If the Administrative Agent, any Lender or the L/C
Issuer determines, in its sole discretion, that it has received a refund of any
Taxes or Other Taxes as to which it has been indemnified by the Borrower or with
respect to which the Borrower has paid additional amounts pursuant to this
Section, it shall pay to the Borrower an amount equal to such refund (but only
to the extent of indemnity payments made, or additional amounts paid, by the
Borrower under this Section with respect to the Taxes or Other Taxes giving rise
to such refund), net of all out-of-pocket expenses of the Administrative Agent,
such Lender or the L/C Issuer, as the case may be, and without interest (other
than any interest paid by the relevant Governmental Authority with respect to
such refund), provided that the
Borrower, upon the request of the Administrative Agent, such Lender or the L/C
Issuer, agrees to repay the amount paid over to the Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent, such Lender or the L/C Issuer in the
event the Administrative Agent, such Lender or the L/C Issuer is required to
repay such refund to such Governmental Authority.  This subsection
shall not be construed to require the Administrative Agent, any Lender or the
L/C Issuer to make available its tax returns (or any other information relating
to its taxes that it deems confidential) to the Borrower or any other
Person.
  3.02  Illegality .
  If any
Lender determines that any Law has made it unlawful, or that any Governmental
Authority has asserted that it is unlawful, for any Lender or its applicable
Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine
or charge interest rates based upon the Eurodollar Rate, or any Governmental
Authority has imposed material restrictions on the authority of such Lender to
purchase or sell, or to take deposits of, Dollars in the London interbank
market, then, on notice thereof by such Lender to the Borrower through the
Administrative Agent, any obligation of such Lender to make or continue
Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurodollar Rate
Loans shall be suspended until such Lender notifies the Administrative Agent and
the Borrower that the
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 circumstances
giving rise to such determination no longer exist.  Upon receipt of
such notice, the Borrower shall, upon demand from such Lender (with a copy to
the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate
Loans of such Lender to Base Rate Loans, either on the last day of the Interest
Period therefor, if such Lender may lawfully continue to maintain such
Eurodollar Rate Loans to such day, or immediately, if such Lender may not
lawfully continue to maintain such Eurodollar Rate Loans.  Upon any
such prepayment or conversion, the Borrower shall also pay accrued interest on
the amount so prepaid or converted.
  3.03  Inability
to Determine Rates . If the
Required Lenders determine that for any reason in connection with any request
for a Eurodollar Rate Loan or a conversion to or continuation thereof that
(a) Dollar deposits are not being offered to banks in the London interbank
eurodollar market for the applicable amount and Interest Period of such
Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for
determining the Eurodollar Rate for any requested Interest Period with respect
to a proposed Eurodollar Rate Loan , or (c) the Eurodollar Rate for any
requested Interest Period with respect to a proposed Eurodollar Rate Loan does
not adequately and fairly reflect the cost to such Lenders of funding such Loan,
the Administrative Agent will promptly so notify the Borrower and each
Lender.  Thereafter, the obligation of the Lenders to make or maintain
Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon
the instruction of the Required Lenders) revokes such notice.  Upon
receipt of such notice, the Borrower may revoke any pending request for a
Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing
that, will be deemed to have converted such request into a request for a
Committed Borrowing of Base Rate Loans in the amount specified
therein.
  3.04  Increased
Costs; Reserves on Eurodollar Rate Loans .
  (a)  Increased Costs
Generally.  If any Change in Law shall:
  (b)  impose,
modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for
the account of, or credit extended or participated in by, any Lender (except any
reserve requirement contemplated by Section3.04(h)) or the L/C
Issuer;
  (c) subject any
Lender or the L/C Issuer to any tax of any kind whatsoever with respect to this
Agreement, any Letter of Credit, any participation in a Letter of Credit or any
Eurodollar Rate Loan made by it, or change the basis of taxation of payments to
such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes
or Other Taxes covered by Section 3.01 and the
imposition of, or any change in the rate of, any Excluded Tax payable by such
Lender or the L/C Issuer); or
  (d)  impose on
any Lender or the L/C Issuer or the London interbank market any other condition,
cost or expense affecting this Agreement or Eurodollar Rate Loans made by such
Lender or any Letter of Credit or participation therein;
  and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation
to make any such Loan), or to increase the cost to such Lender or the L/C Issuer
of participating in, issuing or maintaining
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 any
Letter of Credit (or of maintaining its obligation to participate in or to issue
any Letter of Credit), or to reduce the amount of any sum received or receivable
by such Lender or the L/C Issuer hereunder (whether of principal, interest or
any other amount) then, upon request of such Lender or the L/C Issuer, the
Borrower will pay to such Lender or the L/C Issuer, as the case may be, such
additional amount or amounts as will compensate such Lender or the L/C Issuer,
as the case may be, for such additional costs incurred or reduction
suffered.
  (e)  Capital
Requirements.  If any Lender or the L/C Issuer determines that
any Change in Law affecting such Lender or the L/C Issuer or any Lending Office
of such Lender or such Lender’s or the L/C Issuer’s holding company, if any,
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender’s or the L/C Issuer’s capital or on the capital of such
Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by the L/C Issuer, to a level below that which such Lender or the
L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have
achieved but for such Change in Law (taking into consideration such Lender’s or
the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s
holding company with respect to capital adequacy), then from time to time the
Borrower will pay to such Lender or the L/C Issuer, as the case may be, such
additional amount or amounts as will compensate such Lender or the L/C Issuer or
such Lender’s or the L/C Issuer’s holding company for any such reduction
suffered.
  (f)  Certificates for
Reimbursement.  A certificate of a Lender or the L/C Issuer
setting forth the amount or amounts necessary to compensate such Lender or the
L/C Issuer or its holding company, as the case may be, as specified in
subsection (a) or (b) of this Section and delivered to the Borrower shall be
conclusive absent manifest error.  The Borrower shall pay such Lender
or the L/C Issuer, as the case may be, the amount shown as due on any such
certificate within ten (10) days after receipt thereof.
  (g)  Delay in
Requests.  Failure or delay on the part of any Lender or the
L/C Issuer to demand compensation pursuant to the foregoing provisions of this
Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right
to demand such compensation, provided that the
Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant
to the foregoing provisions of this Section for any increased costs incurred or
reductions suffered more than nine months prior to the date that such Lender or
the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law
giving rise to such increased costs or reductions and of such Lender’s or the
L/C Issuer’s intention to claim compensation therefor (except that, if the
Change in Law giving rise to such increased costs or reductions is retroactive,
then the nine-month period referred to above shall be extended to include the
period of retroactive effect thereof). 
 (h)  Reserves on Eurodollar Rate
Loans.  The Borrower shall pay to each Lender, as long as such
Lender shall be required to maintain reserves with respect to liabilities or
assets consisting of or including Eurocurrency funds or deposits (currently
known as “Eurocurrency liabilities”), additional interest on the unpaid
principal amount of each Eurodollar Rate Loan equal to the actual costs of such
reserves allocated to such Loan by such Lender (as determined by such Lender in
good faith, which determination shall be conclusive), which shall be due and
  
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 payable
on each date on which interest is payable on such Loan, provided the Borrower
shall have received at least ten (10) days’ prior notice (with a copy to the
Administrative Agent) of such additional interest from such
Lender.  If a Lender fails to give notice ten (10) days prior to the
relevant Interest Payment Date, such additional interest shall be due and
payable ten (10) days from receipt of such notice.
  3.05  Compensation
for Losses .Upon demand of any
Lender (with a copy to the Administrative Agent) from time to time, the Borrower
shall promptly compensate such Lender for and hold such Lender harmless from any
loss, cost or expense incurred by it as a result of:
  (a)  any
continuation, conversion, payment or prepayment of any Loan other than a Base
Rate Loan on a day other than the last day of the Interest Period for such Loan
(whether voluntary, mandatory, automatic, by reason of acceleration, or
otherwise);
  (b)  any
failure by the Borrower (for a reason other than the failure of such Lender to
make a Loan) to prepay, borrow, continue or convert any Loan other than a Base
Rate Loan on the date or in the amount notified by the Borrower; or
  (c)  any
assignment of a Eurodollar Rate Loan on a day other than the last day of the
Interest Period therefor as a result of a request by the Borrower pursuant to
Section 10.13;
  including
any loss of anticipated profits and any loss or expense arising from the
liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were
obtained.
  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.
  3.06 Mitigation Obligations; Replacement of
Lenders .
  (a)  Designation of a Different
Lending Office.  If any Lender requests compensation under
Section3.04, or the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section3.01, or if any
Lender gives a notice pursuant to Section3.02, then such
Lender shall use reasonable efforts to designate a different Lending Office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or
reduce amounts payable pursuant to Section3.01 or 3.04, as the case
may be, in the future, or eliminate the need for the notice pursuant to Section3.02, as
applicable, and (ii) in each case, would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender.  The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or
assignment.
 
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   (b)  Replacement of
Lenders.  If any Lender requests compensation under Section 3.04, or
if any Lender delivers to the Borrower a notice pursuant to Section 3.02, or
if  the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01,
the Borrower may replace such Lender in accordance with Section
10.13.
  3.07  Survival .  All of the
Borrower’s obligations under this Article III shall
survive termination of the Aggregate Commitments and repayment of all other
Obligations hereunder.
   ARTICLE
IV. CONDITIONS
PRECEDENT TO CREDIT EXTENSIONS
  4.01  Conditions
of Initial Credit Extension .  The
obligation of the L/C Issuer and each Lender to make its initial Credit
Extension hereunder is subject to satisfaction of the following conditions
precedent:
  (a)  The
Administrative Agent’s receipt of the following, each of which shall be
originals or telecopies (followed promptly by originals) unless otherwise
specified, each properly executed by a Responsible Officer of the signing Loan
Party, each dated the Closing Date (or, in the case of certificates of
governmental officials, a recent date before the Closing Date) and each in form
and substance satisfactory to the Administrative Agent and each of the
Lenders:
  (b)  executed
counterparts of this Agreement and the Guaranty, sufficient in number for
distribution to the Administrative Agent, each Lender and the
Borrower;
  (c)  a Note
executed by the Borrower in favor of each Lender requesting a Note;
  (d)  the
Pledge and Security Agreement duly executed by each Loan Party; together
with:
  (A) certificates, if any,
representing the Pledged Shares referred to in the Pledge and Security Agreement
accompanied by undated stock powers executed in blank,
 
 (B)  proper
Financing Statements in form appropriate for filing under the UCC of all
jurisdictions that the Administrative Agent and Collateral Agent may deem
necessary in order to perfect the Liens created under the Pledge and Security
Agreement, covering the Collateral described in the Pledge and Security
Agreement,
 
 (C)  completed
requests for information, dated on or before the date of the initial Credit
Extension, listing all effective financing statements filed in the jurisdictions
referred to in clause (B) above that name any Loan Party as debtor,
together with copies of such other financing statements,
 
 (D)  evidence
of the completion of all other actions, recordings and filings of or with
respect to the Pledge and Security Agreement that the
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 Administrative
Agent or Collateral Agent may deem necessary in order to perfect the Liens
created thereby, and
 
 (E)  evidence
that all other action that the Administrative Agent and Collateral Agent may
deem necessary or desirable in order to perfect the Liens created under the
Pledge and Security Agreement has been taken (including receipt of duly executed
payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver
and consent agreements);
 
 (e)  deeds of
trust, mortgages, leasehold deeds of trust and leasehold mortgages, in
substantially the form of Exhibit I (with
such changes as may be reasonably satisfactory to the Administrative Agent and
Collateral Agent and their counsel to account for local law matters) and
covering substantially all of the operating assets of the Borrower and its
Subsidiaries owned on the Closing Date (together with the Assignments of Leases
and Rents referred to therein and each other mortgage delivered pursuant to
Section 6.13, in
each case as amended, the “Mortgages”), duly
executed by the appropriate Loan Party, together with:
  (A)           evidence
that counterparts of the Mortgages have been duly executed, acknowledged and
delivered and are in form suitable for filing or recording in all filing or
recording offices that the Administrative Agent and Collateral Agent may deem
necessary or desirable in order to create a valid first and subsisting Lien on
the property described therein in favor of the Collateral Agent for the benefit
of the Secured Parties and that all filing, documentary, stamp, intangible and
recording taxes and fees have been or will be paid upon recording,
  (B)           in
respect of the Chico Plant a fully paid title insurance policy (the “Mortgage Policies”)
in form and substance, with endorsements and in amounts reasonably acceptable to
the Administrative Agent and Collateral Agent, issued, coinsured and reinsured
by title insurers reasonably acceptable to the Administrative Agent and
Collateral Agent, insuring the Mortgage in respect of such
property to be valid first and subsisting Liens on the property described
therein, free and clear of all defects (including, but not limited to,
mechanics’ and materialmen’s Liens) and encumbrances, excepting only Liens
permitted under the Loan Documents, and providing for such other affirmative
insurance (including endorsements for future advances under the Loan Documents
and for mechanics’ and materialmen’s Liens) and such coinsurance and direct
access reinsurance as the Administrative Agent may deem necessary or desirable,
and
 
 (C)           evidence
that all other action that the Administrative Agent and Collateral Agent may
deem necessary or desirable in order to create valid first and subsisting Liens
on the property described in the Mortgages has been taken;
  (f)  such
certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of each Loan Party as the
Administrative Agent may reasonably require evidencing the identity, authority
and capacity of each Responsible Officer
  
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 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;
 
 (g)  such
documents and certifications as the Administrative Agent may reasonably require
to evidence that each Loan Party is duly organized or formed, and that each Loan
Party is validly existing, in good standing and qualified to engage in business
in each jurisdiction where its ownership, lease or operation of properties or
the conduct of its business requires such qualification;
  (h)  a
favorable opinion of Bracewell & Giuliani LLP, counsel to the Loan Parties,
addressed to the Administrative Agent and each Lender, as to the matters set
forth in Exhibit
G and such other matters concerning the Loan Parties and the Loan
Documents as the Administrative Agent may reasonably request;
  (i)  the
Initial Financial Statements;
  (j)  certificates
or binders evidencing Loan Parties’ insurance in effect on the date hereof
naming the Collateral Agent as loss payee and additional insured;
  (k)  a
certificate signed by a Responsible Officer of General Partner certifying (A)
that the conditions specified in Sections 4.02(a) and
(b) have been
satisfied; (B) that there has been no event or circumstance since September 30,
2006 that has had or could be reasonably expected to have, either individually
or in the aggregate, a Material Adverse Effect; and (C) a calculation of the
Consolidated Leverage Ratio as of the Closing Date demonstrating that such ratio
does not exceed 5.0 to 1.0;
  (l)  a
certificate attesting to the Solvency of the Loan Parties (taken as a whole)
after giving effect to the Acquisition and the Initial Public Offering, from the
chief financial officer, chief accounting officer, treasurer or controller of
General Partner; and
  (m)  such
other assurances, certificates, documents, consents or opinions as the
Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required
Lenders reasonably may require.
 
 (n) (i) All fees
required to be paid to the Administrative Agent, the Syndication Agent and the
Arrangers on or before the Closing Date shall have been paid and (ii) all fees
required to be paid to the Lenders on or before the Closing Date shall have been
paid.
 (o)  Unless
waived by the Administrative Agent, the Borrower shall have paid all fees,
charges and disbursements of counsel to the Administrative Agent (directly to
such counsel if requested by the Administrative Agent) to the extent invoiced
prior to or on the Closing Date, plus such additional amounts of such fees,
charges and disbursements as shall constitute its reasonable estimate of such
fees, charges and disbursements incurred or to be incurred by it through the
closing proceedings (provided that such estimate shall not thereafter preclude a
final settling of accounts between the Borrower and the Administrative
Agent).
  (p)  The
Intercreditor Agreement shall have been duly executed and delivered by each
party thereto, and shall be in full force and effect.
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  (q)  The
corporate and capital structure of the Borrower shall be as disclosed in the
Registration Statement.
  (r)  The
consummation of the Initial Public Offering shall have occurred on substantially
the terms as contained in the Registration Statement.
  (s)  The
Borrower shall have received sufficient proceeds from the Initial Public
Offering to finance that portion of the Acquisition not funded by the use of
proceeds from this Agreement.
  (t)  (i) The
Borrower has received all governmental, shareholder and third party consents and
approvals necessary to consummate the Initial Public Offering, which consents
and approvals are in full force and effect, (ii) no order, decree, judgment,
ruling or injunction exists which restrains the consummation of the Initial
Public Offering or the transactions contemplated by this Agreement, and (iii)
there is no pending, or to the knowledge of the Borrower, threatened, action,
suit, investigation or proceeding which seeks to restrain or affect the Initial
Public Offering, or which, if adversely determined, could materially and
adversely affect the ability of the Borrower to consummate the Initial Public
Offering.
  (u)  Concurrently
with the consummation of the Initial Public Offering, (i) all outstanding
Intercompany Indebtedness shall have been repaid or forgiven and (ii) that
portion of the loans made under the Targa Credit Agreement with respect to the
assets owned by Targa North Texas and acquired in the Acquisition shall have
been repaid and arrangements satisfactory to the Administrative Agent shall have
been made for the release of the Liens securing same.
  (v)  The
Closing Date shall have occurred on or before March 15, 2007.
  Without
limiting the generality of the provisions of Section9.04, for
purposes of determining compliance with the conditions specified in this Section4.01, 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.  4.02  Conditions
to all Credit Extensions .  The obligation of
each Lender to honor any Request for Credit Extension (other than a Committed
Loan Notice requesting only a conversion of Committed Loans to the other Type,
or a continuation of Eurodollar Rate Loans) is subject to the following
conditions precedent:
  (a)  The
representations and warranties of the Borrower and each other Loan Party
contained in Article V or any
other Loan Document, or which are contained in any document furnished at any
time under or in connection herewith or therewith, shall be true and correct in
all material respects on and as of the date of such Credit Extension, except to
the extent that such representations and warranties specifically refer to an
earlier date, in which case they shall be true and correct as of such earlier
date, and except that for purposes of this Section4.02, the
representations and warranties contained in subsection (a) of Section5.05 shall be
deemed to refer to the most recent statements furnished pursuant to
clauses (a) and (b) of Section6.01.
  
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 (b)  No
Default shall exist, or would result from such proposed Credit Extension or from
the application of the proceeds thereof.
  (c)  The
Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender
shall have received a Request for Credit Extension in accordance with the
requirements hereof.
  Each
Request for Credit Extension (other than a Committed Loan Notice requesting only
a conversion of Committed Loans to the other Type or a continuation of
Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a
representation and warranty that the conditions specified in Sections 4.02(a) and
(b) have been
satisfied on and as of the date of the applicable Credit Extension.
   ARTICLE V.  REPRESENTATIONS
AND WARRANTIES
  The
Borrower represents and warrants to the Administrative Agent and the Lenders
that:
  5.01  Existence,
Qualification and Power; Compliance with Laws .Each Loan Party
and each Subsidiary thereof (a) is duly organized or formed, validly
existing and, as applicable, in good standing under the Laws of the jurisdiction
of its incorporation or organization, (b) has all requisite power and
authority and all requisite governmental licenses, authorizations, consents and
approvals 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 is licensed and, as
applicable, in good standing under the Laws of each jurisdiction where its
ownership, lease or operation of properties or the conduct of its business
requires such qualification or license, and (d) is in compliance with all Laws
(excluding Environmental Laws that are the subject of Section 5.09,
federal, state and local income tax Laws that are the subject of Section 5.11 and
ERISA that is the subject of Section 5.12);
except in each case referred to in clause (b)(i),
(c) or (d), to the extent that failure to do so could not reasonably be expected
to have a Material Adverse Effect.
  5.02  Authorization;
No Contravention .  The execution,
delivery and performance by each Loan Party of each Loan Document to which such
Person is party, 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
Liens permitted by the Loan Documents), 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.  Each Loan Party is in compliance with all Contractual
Obligations referred to in clause (b)(i), except to the extent that failure to
do so could not reasonably be expected to have a Material Adverse
Effect.
  5.03  Governmental
Authorization; Other Consents .No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority or any other Person is necessary or required in
connection with (a) the execution,
  
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 delivery
or performance by, or enforcement against, any Loan Party of this Agreement or
any other Loan Document, (b) the grant by any Loan Party of the Liens
granted by it pursuant to the Security Documents, (c) the perfection or
maintenance of the Liens created under the Security Documents (including the
first priority nature thereof) or (d) the exercise by the Administrative
Agent or any Lender of its rights under the Loan Documents or the remedies in
respect of the Collateral pursuant to the Security Documents, except for (i)
filings necessary to perfect and maintain the perfection of the Liens on the
Collateral granted by the Loan Parties in favor of the Lenders, (ii) the
authorizations, approvals, actions, notices and filings which have been duly
obtained, taken, given or made and are in full force and effect and (iii) those
approvals, consents, exemptions, authorizations or other action, notices or
filings, the failure of which to obtain or make could not reasonably be expected
to have a Material Adverse Effect.
  5.04  Binding
Effect .  This Agreement
has been, and each other Loan Document, when delivered hereunder, will have
been, duly executed and delivered by each Loan Party that is party
thereto.  This Agreement constitutes, and each other Loan Document
when so delivered will constitute, a legal, valid and binding obligation of such
Loan Party, enforceable against each Loan Party that is party thereto in
accordance with its terms, except as such enforceability may be limited by
Debtor Relief Laws and by general principles of equity.
  5.05  Financial
Statements; No Material Adverse Effect .
 
 (a)  The
Audited Financial Statements (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein; (ii) fairly present in all material respects the
financial condition of the predecessor business of the Borrower and its
Subsidiaries as of the date thereof and their results of operations for the
period covered thereby in accordance with GAAP consistently applied throughout
the period covered thereby, except as otherwise expressly noted therein; and
(iii) show all material indebtedness and other liabilities, direct or
contingent, of the predecessor
business of the Borrower and its Subsidiaries as of the date thereof, including
liabilities for taxes, material commitments and Indebtedness that would be
required to be disclosed in Consolidated financial statements of the Borrower or
the footnotes thereto prepared in accordance with GAAP.
 
 (b)The
unaudited pro forma
Consolidated financial statements of the Borrower and its Consolidated
Subsidiaries as of September 30, 2006  (i) were prepared in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein, and (ii) fairly present in all
material respects the Consolidated pro forma financial condition
of the Borrower and its Consolidated Subsidiaries (after giving effect to the
Acquisition) as of the date thereof and their Consolidated pro forma results of
operations for the period covered thereby, subject, in the case of
clauses (i) and (ii), to the absence of footnotes and to normal year-end
audit adjustments.  As of the Closing Date, all material indebtedness
and other liabilities, direct or contingent, of the Borrower and its
Consolidated Subsidiaries as of the date of such financial statements, including
liabilities for taxes, material commitments and Indebtedness, are disclosed in
the Initial Financial Statements.
  
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  (c)  Since
September 30, 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.
  5.06  Litigation .There are no actions, suits,
proceedings, claims or disputes pending or, to the knowledge of the Borrower,
threatened in writing, at law, in equity, in arbitration or before any
Governmental Authority, against any Loan Party or any Subsidiary thereof or
against any of their properties or revenues, or that is contemplated by any Loan
Party against any other Person that (a) purport to affect or pertain to this
Agreement or any other Loan Document, or any of the transactions contemplated
hereby, or (b)  either individually or in the aggregate, if determined
adversely, could reasonably be expected to have a Material Adverse
Effect.
  5.07  No
Default .  Neither any Loan
Party nor any Restricted Subsidiary thereof is in default under or with respect
to any Contractual Obligation that could, either individually or in the
aggregate, reasonably be expected to have a Material Adverse
Effect.  No Default has occurred and is continuing or would result
from the consummation of the transactions contemplated by this Agreement or any
other Loan Document.
  5.08  Ownership
of Property; Liens .  Each Loan Party
and each Restricted Subsidiary thereof has (or on the Closing Date, will have)
(i) good and defensible fee simple title to or valid leasehold interests, or
valid easements or other property interests in, all of its real property and
good and valid title to all of its personal property necessary in the ordinary
conduct of its business, except for such defects in title as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.  The property of the Loan Parties and any of their
Restricted Subsidiaries is subject to no Liens other than Liens permitted under
Section
7.01.  No material default exists under (i) any lease on any
property on which a Mortgage is granted, or (ii) any other lease, to the extent
such default would reasonably be expected to have a Material Adverse
Effect.  All of the plants, offices, or facilities and other tangible
assets owned, leased or used by any Loan Party or any Restricted Subsidiary
thereof in the conduct of their respective businesses are (a) insured to the
extent and in a manner required by Section 6.07,
(b) structurally sound
with no known defects which have or could reasonably be expected to have a
Material Adverse Effect, (c) in good operating condition and repair, subject to
ordinary wear and tear and except to the extent failure could not reasonably be
expected to have a Material Adverse Effect, (d) not in need of maintenance or
repair except for ordinary, routine maintenance and repair the cost of which is
immaterial and except to the extent failure to so maintain and repair could not
reasonably be expected to have a Material Adverse Effect, (e) sufficient
for the operation of the businesses of such Loan Party and its Restricted
Subsidiaries as currently conducted, except to the extent failure to be so
sufficient could not reasonably be expected to have a Material Adverse Effect
and (f) in conformity with all applicable laws, ordinances, orders, regulations
and other requirements (including applicable zoning, environmental, motor
vehicle safety, occupational safety and health laws and regulations) relating
thereto, except where the failure to conform could not reasonably be expected to
have a Material Adverse Effect.  5.09  Environmental
Compliance .  The Borrower and
its Restricted Subsidiaries periodically conduct in the ordinary course of
business a review of the effect of existing Environmental Laws and claims
alleging potential liability or responsibility for violation of any
Environmental Law on their respective businesses, operations and properties, and
as a result
  
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 thereof
the Borrower has reasonably concluded that such Environmental Laws and claims
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.
  5.10  Insurance .  The properties of
each Loan Party and each Subsidiary thereof are insured with financially sound
and reputable insurance companies not Affiliates of any Loan Party, in such
amounts, with such deductibles and covering such risks as are customarily
carried by companies engaged in similar businesses and owning similar properties
in localities where the applicable Loan Party or Subsidiary
operates.
  5.11  Taxes .  Except as could
not, either individually or in the aggregate, reasonably be expected to result
in a Material Adverse Effect, each Loan Party and each Restricted Subsidiary
thereof has filed all federal, state and other tax returns and reports required
to be filed, and have paid all federal, 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 which are being
contested in good faith by appropriate proceedings diligently conducted and for
which adequate reserves have been provided in accordance with
GAAP.  There is no proposed tax assessment against any Loan Party or
any Restricted Subsidiary thereof that would, if made, have a Material Adverse
Effect.  No Loan Party nor any Restricted Subsidiary thereof is party
to any tax sharing agreement, except as provided in the Borrower’s Partnership
Agreement or in the Omnibus Agreement.
  5.12  ERISA
Compliance .
 
 (a)  On the
Closing Date, the Borrower has no Plans.  Each Plan from time to time
in effect shall be in compliance in all material respects with the applicable
provisions of ERISA, the Code and other Federal or state Laws.  Each
such Plan that is intended to qualify under Section 401(a) of the Code has
received a favorable determination letter from the IRS or an application for
such a letter is currently being processed by the IRS with respect thereto and,
to the best knowledge of the Borrower, nothing has occurred which would prevent,
or cause the loss of, such qualification.  Each Loan Party and each
ERISA Affiliate have made all required contributions
to each Plan subject to Section 412 of the Code, and no application for a
funding waiver or an extension of any amortization period pursuant to
Section 412 of the Code has been made with respect to any
Plan.
 
 (b)There are
no pending or, to the best knowledge of the Borrower, threatened claims, actions
or lawsuits, or action by any Governmental Authority, with respect to any Plan
that could reasonably be expected to have a Material Adverse
Effect.  There has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan that has resulted or
could reasonably be expected to result in a Material Adverse
Effect.
 
 (c)(i) No
ERISA Event has occurred or is reasonably expected to occur; (ii) no
Pension Plan has any Unfunded Pension Liability; (iii) no 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) no 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 Section 4201 or 4243 of ERISA
with
  
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 respect
to a Multiemployer Plan; and (v) no Loan Party nor any ERISA Affiliate has
engaged in a transaction that could be subject to Section 4069 or 4212(c) of
ERISA.
  5.13  Subsidiaries;
Equity Interests; Taxpayer Identification Number . 
Other than those specifically disclosed in Part (a) of Schedule 5.13 or as
disclosed from time to time pursuant to Sections 6.12, the
Borrower has no Subsidiaries and all of the outstanding Equity Interests in the
Borrower’s Subsidiaries have been validly issued, are fully paid and
nonassessable and are owned in the amounts so disclosed free and clear of all
Liens other than the Liens created pursuant to the Loan
Documents.  Set forth on Part (b) of Schedule 5.13, as of
the Closing Date, as supplemented by each report required to be delivered
pursuant to Section
6.02(k), as of the date of such report is: (i) a complete and accurate
list of all Loan Parties showing as of such date the jurisdiction of its
formation, the address of its principal place of business, its U.S. taxpayer
identification number or, in the case of any non-U.S. Loan Party that does not
have a U.S. taxpayer identification number, its unique identification number
issued to it by the jurisdiction of its incorporation, and, for the preceding 5
years, any other jurisdiction of organization and any other name (including any
trade or fictitious name) used by such Loan Party, and (ii) a complete and
accurate list of the Investments of the type permitted by Sections 7.02(d),
(i) or (j) and Investments
in Partially Owned Operating Companies.  All of the outstanding Equity
Interests in the Borrower have been validly issued, are fully paid and
nonassessable, except with respect to additional contributions required to be
made by General Partner pursuant to the Borrower’s Partnership Agreement or
applicable Law.
  5.14  Margin
Regulations; Investment Company Act .
  (a)  No Loan
Party is engaged or will engage, principally or as one of its important
activities, in the business of purchasing or carrying margin stock (within the
meaning of Regulation U issued by the FRB), or extending credit for the purpose
of purchasing or carrying margin stock.
 5.15  Disclosure .  Each Loan Party
has disclosed to the Administrative Agent and the Lenders all matters required
to be disclosed pursuant to Section 6.03.  No report, financial
statement, certificate or other written information furnished by or on behalf of
any Loan Party to the Administrative Agent or any Lender in connection with the
transactions contemplated hereby and the negotiation of this Agreement or
delivered hereunder or under any other Loan Document (in each case, as modified
or supplemented by other information so furnished) when taken as a whole
contains any material misstatement of fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided that, with
respect to projected financial information, the Borrower represents only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time of preparation; provided, further, that, with
respect to pro forma
financial information, the Borrower represents only that such information was
prepared in good faith and reflects, in all material respects, such pro forma financial
information is in accordance with assumptions and requirements of GAAP for pro forma presentation and
based
 
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 upon such
other assumptions that are believed to be reasonable at the time of preparation
and, to the extent material, are disclosed as part of such pro forma financial
information.
  5.16  Compliance
with Laws .Each Loan Party
and each Restricted Subsidiary thereof is in compliance in all material respects
with the requirements of all Laws (except for Environmental Laws that are the
subject of Section
5.09, federal and state income tax Laws that are the subject of Section 5.11 and
ERISA that is the subject of Section 5.12) and all
orders, writs, injunctions and decrees applicable to it or to its properties,
except in such instances in which (a) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted or (b) the failure to comply therewith, either individually
or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.
  5.17  Intellectual
Property; Licenses, Etc .  Each
Loan Party and each Restricted Subsidiary thereof own, or possess the right to
use, all of the trademarks, service marks, trade names, copyrights, patents,
patent rights, franchises, licenses 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 other Person, except to the extent such conflict, either
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.  To the best knowledge of the Borrower, no
slogan or other advertising device, product, process, method, substance, part or
other material now employed, or now contemplated to be employed, by any Loan
Party or any Restricted Subsidiary thereof infringes upon any rights held by any
other Person, except to the extent such conflicts, either 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 foregoing is
pending or, to the best knowledge of the Borrower, threatened, which, either
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.
  5.18
Labor Disputes and Acts of God. Neither
the business nor the properties of any Loan Party or any Restricted Subsidiary
thereof has been affected by any fire, explosion, accident, strike, lockout or
other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of
the public enemy or other casualty (whether or not covered by insurance), that
either individually or in the aggregate could reasonably be expected to have a
Material Adverse Effect.
  5.19  Solvency. Upon
giving effect to the execution of this Agreement and the other Loan Documents by
each Loan Party and the consummation of the transactions contemplated hereby and
thereby, each Loan Party will be Solvent.
  5.20  Credit Arrangements. No
Affiliate of any Loan Party is party to or subject to any credit agreement, loan
agreement, indenture, purchase agreement, guaranty or other arrangement
providing for or otherwise relating to any Indebtedness or any extension of
credit (or commitment for any extension of credit) that creates by a covenant of
such Affiliate or otherwise, any limitation or restriction of any action of any
Loan Party or any obligation that any Loan Party be caused to take any
action.
  5.21  Real Property. As of the
Closing Date, Schedule
5.21 sets forth a description of each material fee owned property owned
by any Loan Party and each material parcel of real
 
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 property
leased by any Loan Party (in both cases, other than the realty associated with
the pipelines and gathering systems and other than immaterial real property
including, but not limited to, compressor sites, pump stations and meter
sites).  All material pipelines, gathering systems and the realty
associated therewith owned by the Loan Parties as of the Closing Date are
described in the Registration Statement.  The Borrower shall provide
updates to Schedule
5.21 upon the reasonable request of the Administrative
Agent.
 
 5.22  Labor
Matters. There are
no collective bargaining agreements or Multiemployer Plans covering the
employees of any Loan Party or any Subsidiary thereof as of the Closing Date and
except as could not reasonably be expected to have a Material Adverse Effect, no
Loan Party nor any Subsidiary thereof has suffered any strikes, walkouts, work
stoppages or other material labor difficulty within the last five
years.
 
 5.23  Security
Documents. The
provisions of the Security Documents are effective to create in favor of the
Collateral Agent for the benefit of the Secured Parties a legal, valid and
enforceable first priority Lien (subject to Liens permitted by Section 7.01) on all
right, title and interest of the respective Loan Parties in the Collateral
described therein.  Except for filings completed prior to the Closing
Date and as contemplated hereby and by the Collateral Documents from time to
time, no filing or other action will be necessary to perfect or protect such
Liens.
   ARTICLE
VI. AFFIRMATIVE
COVENANTS
 
 So long as
any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall
remain outstanding, the Borrower shall, and shall (except in the case of the
covenants set forth in Sections 6.01, 6.02, and 6.03) cause each
Restricted Subsidiary to:
  6.01 Financial Statements .  Deliver to the
Administrative Agent for further distribution to each Lender:
  (a)  as soon
as available, but in any event within 30 days after the date on which the
Borrower is required under Securities Laws to file a Form 10-K annual report for
each fiscal year of the Borrower (commencing with the fiscal year
ended December 31, 2007), a Consolidated and consolidating balance sheet of
the Borrower and its Subsidiaries as at the end of such fiscal year, and the
related Consolidated and consolidating statements of income or operations,
partners’ 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, such consolidating statements to be
for the Guarantors on a combined basis and the Borrower’s Subsidiaries that are
not Guarantors on a combined basis and such Consolidated statements to be
audited and accompanied by a report and opinion of an independent certified
public accountant of nationally recognized standing reasonably acceptable to the
Administrative Agent, which report and opinion shall be prepared in accordance
with generally accepted auditing standards and applicable Securities Laws and
shall not be subject to any “going concern” or like qualification or exception
or any qualification or exception as to the scope of such audit;
and
 
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  (b)  as soon
as available, but in any event within 30 days after the date on which the
Borrower is required under Securities Laws to file a Form 10-Q quarterly reports
for each of the first three fiscal quarters of each fiscal year of the Borrower
(commencing with the fiscal quarter ended March 31, 2007), a Consolidated and
consolidating balance sheet of the Borrower and its Subsidiaries as at the end
of such fiscal quarter, and the related Consolidated and consolidating
statements of income or operations, partners’ equity and cash flows for such
fiscal quarter and for the portion of the Borrower’s 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 prepared in accordance with
GAAP, such consolidating statements to be for the Guarantors on a combined basis
and the Borrower’s Subsidiaries that are not Guarantors on a combined basis and
such Consolidated statements to be certified by the chief financial officer,
chief accounting officer, treasurer or controller of the Borrower as fairly
presenting the financial condition, results of operations, partners’ 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.
  6.02  Certificates;
Other Information .  Deliver to the
Administrative Agent for further distribution to each Lender:
  (a)  no later
than three (3) days after the delivery of the financial statements referred to
in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a
Responsible Officer of General Partner and stating that such officer has caused
this Agreement to be reviewed and has no knowledge of any Default by the
Borrower in the performance or observance of any of the provisions of this
Agreement, during, or at the end of, as applicable, such fiscal year or fiscal
quarter, or, if such officer has such knowledge, specifying each Default and the
nature thereof, showing compliance by the Borrower as of the date of such
statement with the financial covenants set forth in Article VII, and
calculations for such financial covenants shall be included, and the other
applicable covenants set forth in Exhibit
D;
  (b)
promptly after any request by the Administrative Agent or any Lender, copies of
any detailed audit reports, management letters or recommendations submitted to
the board of directors (or the audit committee of the board of directors) of the
Borrower by independent accountants in connection with the accounts or books of
the Borrower or any Subsidiary, or any audit of any of them;
  (c)  promptly
after the same are available, copies of each annual report, proxy or financial
statement or other report or communication sent to the partners of the Borrower,
and copies of all annual, regular, periodic and special reports and registration
statements which the Borrower may file or be required to file with the SEC under
Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any
national securities exchange, and in any case not otherwise required to be
delivered to the Administrative Agent pursuant hereto;
  (d)  promptly,
and in any event within five Business Days after receipt thereof by any Loan
Party or any Subsidiary thereof, copies of each notice or other correspondence
received from the SEC (or comparable agency in any applicable non-U.S.
jurisdiction) concerning any investigation or possible investigation or other
inquiry by such agency regarding financial or other operational results of any
Loan Party or any Subsidiary thereof;
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  (e)  promptly
after the furnishing thereof, copies of any statement or report furnished to any
holder of debt securities of any Loan Party or any Subsidiary thereof 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;
  (f)  within
five Business Days after (i) a Responsible Officer’s receipt of any written
notice of any violation by any Loan Party of any Environmental
Law,  (ii) a Responsible Officer’s obtaining knowledge that any
Governmental Authority has asserted that any Loan Party is not in compliance
with any Environmental Law or that any Governmental Authority is investigating
any Loan Party’s compliance therewith, (iii) a Responsible Officer’s receipt of
any written notice from any Governmental Authority or other Person or otherwise
obtaining knowledge that any Loan Party is or may be liable to any Person as a
result of the Release or threatened Release of any Contaminant or that any Loan
Party is subject to investigation by any Governmental Authority evaluating
whether any remedial action is needed to respond to the Release or threatened
Release of any Contaminant, or (iv) a Responsible Officer’s receipt of any
written notice of the imposition of any Environmental Lien against any property
of any Loan Party which in any event under clause (i), (ii), (iii) or (iv)
preceding could reasonably be expected to result in, or has resulted in,
liability, either individually or in the aggregate, in excess of $10,000,000 or
otherwise could reasonably be expected to have, or has resulted in, a Material
Adverse Effect, copies of such notice or a written notice setting forth the
matters in (ii) above;
  (g)  not less
than 3 Business Days prior to any change in any Loan Party’s (i) name as it
appears in the jurisdiction of its formation, incorporation, or organization,
(ii) type of entity, or (iii) organizational identification number,
written notice thereof;
  (h)  upon the
Administrative Agent’s request, or, in the event that such filing reflects a
significant material adverse change with respect to the matters covered thereby,
within three Business Days after the filing thereof with the PBGC, the DOL, or
the IRS, as applicable, copies of the
following: (i) each annual report (form 5500 series), including Schedule B
thereto, filed with the PBGC, the DOL, or the IRS with respect to each Plan;
(ii) a copy of each funding waiver request filed with the PBGC, the DOL, or
the IRS with respect to any Plan and all communications received by any Loan
Party or any ERISA Affiliate from the PBGC, the DOL, or the IRS with respect to
such request; and (iii) a copy of each other filing or notice filed with
the PBGC, the DOL, or the IRS, with respect to each Plan by any Loan Party or
any ERISA Affiliate;  (i)  as soon
as available, but in any event within 90 days after the end of each fiscal year,
a business and financial plan for the  Borrower (in form reasonably
satisfactory to Administrative Agent and based on assumptions believed to be
reasonable in light of the circumstances at the time when made), prepared or
caused to be prepared by a Responsible Officer of General Partner, setting forth
for the then calendar year, financial projections, budgets and hedging schedules
for the Borrower and its Consolidated Subsidiaries;
  (j)  not less
than one Business Day prior to, and as a condition to, (i) the making of a
Material Acquisition or Disposition, (ii) the commencement of any Material
Project, (iii) the designation of any Subsidiary as a Restricted Subsidiary
(other than an Immaterial Subsidiary) or an Unrestricted Subsidiary (including
at the time of formation or acquisition of such Subsidiary),
  
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 or (iv)
to the extent exceeding (in the aggregate with any related transactions)
$25,000,000, the making of any Investment permitted under Section 7.02 (d),
(i) or (j),or the incurrence of any
Indebtedness permitted under Section 7.03(f) or
(o), a
certificate from a Responsible Officer of General Partner demonstrating
compliance or pro forma
compliance, as the case may be, with the provisions of Section 7.14 and/or
Section 7.15
and containing calculations in such detail as may be reasonably required by the
Administrative Agent;
  (k)  at the
time of the delivery of each Compliance Certificate under Section 6.02(a), a
report containing a description of all changes in the information included in
Part (b) of Schedule
5.13 as may be necessary for Part (b) of Schedule 5.13 to be
accurate and complete as of the date of such report; and
  (l)  promptly,
such additional information regarding the business, financial or corporate
affairs of the Borrower or any Subsidiary, or compliance with the terms of the
Loan Documents, as the Administrative Agent or any Lender may from time to time
reasonably request.
  Documents
required to be delivered pursuant to Section6.01(a) or (b) or Section6.02(a) (to the extent
any such documents are included in materials otherwise filed with the SEC) 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 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 an
Internet or intranet website, if any, to which each Lender and the
Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent); provided
that:  (I) the Borrower shall deliver paper copies of such
documents to the Administrative Agent or any Lender that requests the Borrower
to deliver such paper copies until a written request to cease delivering paper
copies is given by the Administrative Agent or such Lender and
(II) the
 Borrower
shall notify the Administrative Agent (by telecopier or electronic mail) 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.  The Administrative Agent shall have no obligation to
request the delivery or to maintain copies of the documents referred to above,
and in any event shall have no responsibility to monitor compliance by the
Borrower with any such request for delivery, and each Lender shall be solely
responsible for requesting delivery to it or maintaining its copies of such
documents.
  The
Borrower hereby acknowledges that (a) the Administrative Agent, the
Syndication Agent and/or the Arrangers will make available to the Lenders and
the L/C Issuer materials and/or information provided by or on behalf of the
Borrower hereunder (collectively, “the Borrower
Materials”) by posting the Borrower Materials on IntraLinks or another
similar electronic system (the “Platform”) and
(b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not
wish to receive material non-public information with respect to the Borrower or
its securities) (each, a “Public
Lender”).  The Borrower hereby agrees that so long as the
Borrower is the  issuer of any outstanding debt or equity securities
that are registered or issued pursuant to a private offering or is actively
contemplating issuing any such securities (w) all the Borrower Materials
that are to be made available to Public Lenders shall be clearly and
conspicuously marked “PUBLIC” which, at a minimum, shall mean that the
word
  
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 “PUBLIC”
shall appear prominently on the first page thereof; (x) by marking the
Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the
Administrative Agent, the Syndication Agent, the Arrangers, the L/C Issuer and
the Lenders to treat such Borrower Materials as not containing any material
non-public information (although it may be sensitive and proprietary) with
respect to the Borrower or its securities for purposes of United States Federal
and state securities laws; (y) all the Borrower Materials marked “PUBLIC”
are permitted to be made available through a portion of the Platform designated
“Public Investor;” and (z) the Administrative Agent, the Syndication Agent
and the Arrangers shall be entitled to treat any the Borrower Materials that are
not marked “PUBLIC” as being suitable only for posting on a portion of the
Platform not designated “Public Investor.”
  6.03  Notices .  Promptly notify
the Administrative Agent:
  (a)  of the
occurrence of any Default;
  (b)  to the
extent not otherwise disclosed pursuant to Section 6.02(c), of
any matter that has resulted or could reasonably be expected to result in a
Material Adverse Effect, including (i) breach or non-performance of, or any
default under, a Contractual Obligation of the Borrower or any Subsidiary;
(ii) any dispute, litigation, investigation, proceeding or suspension, or
any material development therein, between the Borrower or any Subsidiary and any
Governmental Authority; or (iii) the commencement of, or any material
development in, any litigation or proceeding by any Person not a Governmental
Authority affecting the Borrower or any Subsidiary;
  (c)  of the
occurrence of any ERISA Event;
  (d)  of any
material change in accounting policies or financial reporting practices by the
Borrower or any Subsidiary; and
 
 (e) of the
occurrence of any Disposition of property or assets, any sale of Equity
Interests, any incurrence or issuance of any Indebtedness or receipt of any
Extraordinary Receipt, in each case with respect to which the Borrower is
required to make a mandatory prepayment pursuant to Section
2.05.
 Each
notice pursuant to this Section6.03 shall be
accompanied by a statement of a Responsible Officer of General Partner setting
forth details of the occurrence referred to therein and stating what action the
Borrower has taken and proposes to take with respect thereto.  Each
notice pursuant to Section6.03(a) shall describe
with particularity any and all provisions of this Agreement and any other Loan
Document that have been breached, if any.
  6.04  Payment
of Obligations .  Pay and discharge
as the same shall become due and payable, all its obligations and liabilities
(including all tax liabilities, assessments and governmental charges or levies
upon it or its properties or assets and all lawful claims which, if unpaid,
would by law become a Lien upon its 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.
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 6.05  Preservation
of Existence, Etc .(a) Preserve,
renew and maintain in full force and effect its legal existence and good
standing under the Laws of the jurisdiction of its organization except in a
transaction permitted by Section 7.05 or
7.06;
(b) take all reasonable action to maintain all rights, privileges, permits,
licenses and franchises necessary or desirable in the normal conduct of its
business, except to the extent that failure to do so could not reasonably be
expected to have a Material Adverse Effect; and (c) preserve or renew all
of its registered patents, trademarks, trade names and service marks, the
non-preservation of which could reasonably be expected to have a Material
Adverse Effect.
  6.06  Maintenance
of Properties .Except where the
failure to do so could not reasonably be expected to have a Material Adverse
Effect, (a) maintain, preserve and protect all of its material properties
and equipment necessary in the operation of its business in good working order
and condition, ordinary wear and tear excepted; (b) make all necessary
repairs thereto and renewals and replacements thereof; and (c) use the
standard of care typical in the industry in the operation and maintenance of its
facilities.
  6.07  Maintenance
of Insurance .  Maintain with
financially sound and reputable insurance companies not Affiliates of any Loan
Party, 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 as are customarily
carried under similar circumstances by such other Persons and providing (a) for
payment of losses to the Collateral Agent as its interests may appear, (b) that
such policies may not be canceled or reduced or affected in any material manner
for any reason without 30 days prior notice to the Collateral Agent (or 10 days
prior notice in the case of a failure to pay premiums), and (c) to provide for
any other matters specified in any applicable Security Document or which the
Administrative Agent may reasonably require.  Each Loan Party will
maintain any additional insurance coverage as described in the respective
Security Documents.  The Borrower shall maintain, or cause to be
maintained, with an insurer reasonably acceptable to the Administrative Agent,
flood insurance sufficient for Lenders to comply with Regulation H of the Board
of Governors
of the Federal Reserve System.  Each Loan Party shall at all times
maintain insurance against business interruption and its liability for injury to
persons or property in accordance with Schedule 6.07, which
insurance shall be by financially sound and reputable insurers.  6.08  Compliance
with Laws .  Comply in all
material respects with the requirements of all Laws and all orders, writs,
injunctions and decrees applicable to it or to its business or property, except
in such instances in which (a) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted; or (b) the failure to comply therewith could not
reasonably be expected to have a Material Adverse Effect.
  6.09  Books
and Records .  Maintain proper
books of record and account, in which entries in conformity with GAAP
consistently applied shall be made of all financial transactions and matters
involving the assets and business of the Borrower and such Subsidiary, as the
case may be.
  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
  
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 corporate,
financial and operating records, and make copies thereof or abstracts therefrom,
and to discuss its affairs, finances and accounts with its directors, officers,
and independent public accountants, and at such reasonable times during normal
business hours and as often as may be reasonably desired, upon reasonable
advance notice to the Borrower; provided, however, that,
excluding any such visits and inspections during the continuation of an Event of
Default, only the Administrative Agent on behalf of the Lenders may exercise
rights of the Administrative Agent and the Lenders under this Section 6.10 and
the Administrative Agent shall not exercise such rights more often than one (1)
time during any calendar year absent the existence of an Event of Default and
only one (1) such time shall be at the Borrower's expense; provided, further that when an
Event of Default exists the Administrative Agent or any Lender (or any of their
respective representatives or independent contractors) may do any of the
foregoing at the expense of the Borrower at any time during normal business
hours and without advance notice.
  6.11  Use
of Proceeds .  On the Closing
Date, use the proceeds of this Agreement to (i) fund a portion of the
Acquisition and related expenses, (ii) repay Intercompany Indebtedness, and
(iii) pay fees and expenses incurred pursuant to this Agreement and the Initial
Public Offering.  Thereafter, the proceeds of this Agreement shall be
used for working capital including the issuance of Letters of Credit, capital
expenditures, and for general corporate purposes not in contravention of any Law
or of any Loan Document.
  6.12  Additional
Subsidiaries, Guarantors and Pledgors .  Notify the
Administrative Agent and the Collateral Agent not later than three (3) Business
days after any Person becomes a Subsidiary, which notice shall provide the
information included in Schedule 5.13 as may
be necessary for Schedule 5.13 to be
accurate and complete as of the date of such notice and shall specify whether
such Person is a Domestic Restricted Subsidiary (and if it is or is to be
treated as an Immaterial Subsidiary information demonstrating to the reasonable
satisfaction of the Administrative Agent that such treatment is permitted), a
Partially Owned Operating Company, a Foreign Subsidiary or an Unrestricted
Subsidiary (and shall include compliance with the requirements of Section 6.18 for
designation as an Unrestricted Subsidiary) and (a) in the case of
  
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 any
Person that becomes a Domestic Restricted Subsidiary (other than an Immaterial
Subsidiary) of the Borrower, and promptly thereafter (and in any event within 30
days (or such longer period as the Administrative Agent may agree in its
discretion)), cause such Person, to (i) become a Guarantor by executing and
delivering to the Administrative Agent a counterpart of the Guaranty or such
other document as the Administrative Agent shall deem appropriate for such
purpose, and (ii) deliver to the Administrative Agent documents of the types
referred to in clauses (v) and (vi) of Section 4.01(a)
and, if requested by the Administrative Agent, favorable opinions of counsel to
such Person (which shall cover, among other things, the legality, validity,
binding effect and enforceability of the documentation referred to in clause
(i)), all in form, content and scope reasonably satisfactory to the
Administrative Agent and (b) at the time that any Person becomes a Restricted
Subsidiary of the Borrower or a Partially Owned Operating Company, and promptly
thereafter (and in any event within 30 days (or such longer period as the
Administrative Agent may agree in its discretion)), (w) cause all of the Equity
Interests, or Eligible Equity Interests in the case of a First-Tier Foreign
Subsidiary, of such Person owned by a Loan Party to be pledged to the Collateral
Agent to secure the Obligations, the Cash Management Obligations and the Secured
Swap Obligations by executing and delivering the Pledge and Security Agreement
or a joinder thereto, (x) pursuant to the Pledge and Security Agreement,
deliver or cause to be delivered to the Collateral Agent all certificates, stock
powers and other documents required by the Pledge and Security Agreement with
respect to all such Equity Interests or Eligible Equity Interests, as
applicable, in any such Person, (y) take or cause to be taken such other
actions, all as may be necessary to provide the Collateral Agent with a first
priority perfected pledge on and security interest in such Equity Interests or
Eligible Equity Interests, as applicable, in such Subsidiary, and (z) deliver to
the Collateral Agent documents of the types referred to in clauses (v) and (vi) of Section 4.01(a)
and, if requested by the Collateral Agent, favorable opinions of counsel to such
Person (which shall cover, among other things, the legality, validity, binding
effect and enforceability of the documentation referred to in clause (w)), all
in form, content and scope reasonably satisfactory to the Administrative
Agent.
  6.13  Agreement
to Deliver Security Documents .  Deliver and to
cause each Guarantor and any other Person required by the Administrative Agent
or the Collateral Agent to deliver, to further secure the Obligations, the
Secured Swap Obligations, and the Cash Management Obligations, whenever
requested by the Administrative Agent or Collateral Agent in their sole and
absolute discretion, deeds of trust, mortgages, chattel mortgages, security
agreements, flood hazard certification, evidence of title, financing statements
and other Security Documents in form and substance satisfactory to the
Administrative Agent and Collateral Agent for the purpose of granting,
confirming, and perfecting first and prior liens or security interests, subject
only to Liens permitted under the Loan Documents, on any real or personal
property now owned or hereafter acquired by such Persons, excluding real
property that, taken together with all property reasonably related thereto or
used in connection therewith that does not then constitute Collateral, has a
fair market value of less than $10,000,000.  Notwithstanding the
foregoing, (a) Equity Interests of a Person that is not a Subsidiary or a
Partially Owned Operating Company shall not be required to be Collateral to the
extent prohibited by a provision that is permitted by clause (II) of the proviso
in Section 7.10 and (b) Equity Interests of an Unrestricted Subsidiary shall not
be required to be Collateral.
  6.14  Perfection
and Protection of Security Interests and Liens .  Deliver and to
cause each Guarantor and any other Person required by the Administrative Agent
or Collateral Agent to
deliver Security Documents pursuant to Section  6.13,
to deliver from time to time to the Collateral Agent any financing statements,
continuation statements, extension agreements and other documents, properly
completed and executed (and acknowledged when required) by such Persons in form
and substance reasonably satisfactory to the Collateral Agent, which the
Collateral Agent requests for the purpose of perfecting, confirming, or
protecting any Liens or other rights in any property securing any Obligations,
Secured Swap Obligations and Cash Management Obligations.  The
Borrower further agrees to promptly, upon request by the Administrative Agent or
Collateral Agent, or any Lender through the Administrative Agent, correct any
material defect or error that may be discovered in any Security Document or in
the execution, acknowledgment, filing or recordation
thereof.
 6.15  Performance
on the Borrower’s Behalf .  If any Loan Party
fails to pay any taxes, insurance premiums, expenses, attorneys' fees or other
amounts it is required to pay under any Loan Document, the Administrative Agent
may pay the same after notice of such payment by the Administrative Agent is
given to the Borrower.  The Borrower shall promptly reimburse the
Administrative Agent for any such payments and each amount paid by the
Administrative Agent shall constitute an Obligation owed hereunder which is due
and payable on the date such amount is paid by the Administrative
Agent.
  
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  6.16  Environmental
Matters; Environmental Reviews. Except,
in each case, to the extent that the  failure to do so could not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect, (a) comply in all material respects with all Environmental Laws
now or hereafter applicable to such Loan Party as well as all contractual
obligations and agreements with respect to environmental remediation or other
environmental matters, (b) obtain, at or prior to the time required by
applicable Environmental Laws, all environmental, health and safety permits,
licenses and other authorizations necessary for its operations and will maintain
such authorizations in full force and effect, (c) conduct any investigation,
study, sampling and testing, and undertake any cleanup, removal, remedial or
other action necessary to remove and clean up all Hazardous Materials from any
of its properties, in accordance with the requirements of all Environmental
Laws, and (d) promptly pay and discharge when due all Environmental Liabilities
and debts, claims, liabilities and obligations with respect to any clean-up or
remediation measures necessary to comply with Environmental Laws unless, in each
case, the same are being contested in good faith by appropriate proceedings
diligently conducted and adequate reserves in accordance with GAAP are being
maintained by the applicable Loan Party.
  6.17  Compliance
with Agreements .  Observe,
perform or comply with any agreement with any Person or any term or condition of
any instrument, if such agreement or instrument is materially significant to
such Loan Party or to Loan Parties on a Consolidated basis or materially
significant to any Guarantor, unless any such failure to so observe, perform or
comply is remedied within the applicable period of grace (if any) provided in
such agreement or instrument or unless such failure to so observe, perform or
comply would not reasonably be expected to have a Material Adverse
Effect.
  6.18  Designation
and Conversion of Restricted and Unrestricted Subsidiaries.
 
 (a) Unless designated
after the Closing Date in writing to the Administrative Agent pursuant to this
Section, any Person that becomes a Subsidiary of the Borrower or any of its
Restricted Subsidiaries shall be classified as a Restricted
Subsidiary.
 (b)  The
Borrower may designate any Subsidiary (including a newly formed or newly
acquired Subsidiary) as an Unrestricted Subsidiary if (i) the representations
and warranties of the Loan Parties contained in each of the Loan Documents are
true and correct on and as of such date as if made on and as of the date of such
designation (or, if stated to have been made expressly as of an earlier date,
were true and correct as of such date), (ii) after giving effect to such
designation, no Default or Event of Default would exist, (iii) immediately after
giving effect to such designation, the Borrower and its Restricted Subsidiaries
shall be in pro forma
compliance with all of the covenants set forth in Sections 7.14 and
7.15, such
compliance to be determined on the basis of the financial information most
recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or
(b) as though
such Investment had been consummated as of the first day of the fiscal period
covered thereby, (iv) no Subsidiary may be designated as an Unrestricted
Subsidiary if it will be treated as a “restricted subsidiary” for purposes of
any indenture or agreement governing Unsecured Note Indebtedness and (v) in the
case of a Subsidiary which is already classified as a Restricted Subsidiary
(other than an Immaterial Subsidiary), the Borrower has obtained the prior
written consent of the Administrative Agent and the Required
Lenders.  Except as provided in this Section, no Restricted Subsidiary
may be redesignated as an Unrestricted Subsidiary.
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  (c)  The
Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary
if after giving effect to such designation, (i) the representations and
warranties of the Loan Parties contained in each of the Loan Documents are true
and correct in all material respects on and as of such date as if made on and as
of the date of such redesignation (or, if stated to have been made expressly as
of an earlier date, were true and correct as of such date), (ii) after giving
effect to such designation, no Default or Event of Default would exist and (iii)
immediately after giving effect to such designation, the Borrower and its
Restricted Subsidiaries shall be in pro forma compliance with all
of the covenants set forth in Sections 7.14 and
7.15, such
compliance to be determined on the basis of the financial information most
recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or
(b) as though
such Investment had been consummated as of the first day of the fiscal period
covered thereby.
  (d)  The
Borrower will not, and will not permit any of the Restricted Subsidiaries to
Guarantee any Indebtedness or other obligations of any Unrestricted
Subsidiary.
  (e)  The
Borrower will not permit any Unrestricted Subsidiary to hold any Equity
Interests in, or any Indebtedness of, the Borrower or any Restricted
Subsidiary.
  6.19  Maintenance of Corporate
Separateness.Satisfy customary corporate or limited
liability company formalities and other requirements necessary to preserve the
separate existence of each Unrestricted Subsidiary from the Borrower and each
Restricted Subsidiary.
  ARTICLE VII. NEGATIVE
COVENANTS
  So long
as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall
remain outstanding, the Borrower shall not, nor shall it permit any Restricted
Subsidiary to, directly or indirectly:
  7.01  Liens .  Create, incur,
assume or suffer to exist any Lien upon any of its property, assets or revenues,
whether now owned or hereafter acquired, other than the following:
  (a)  Liens
pursuant to any Loan Document;
  (b)  Liens
existing on the date hereof and listed on Schedule 7.01 and any
renewals or extensions thereof, provided that
(i) the Lien does not extend to any additional property other than
after-acquired property that is affixed or incorporated into the property
covered by such Lien or financed by Indebtedness permitted under Section 7.03 and
proceeds and products thereof, (ii) the amount secured or benefited thereby
is not increased except as contemplated by Section 7.03(b),
(iii) the direct or any contingent obligor with respect thereto is not
changed, and (iv) any renewal or extension of the obligations secured or
benefited thereby is permitted by Section
7.03(b);
  (c)  Liens for
taxes not yet due or which are being contested in good faith and by appropriate
proceedings diligently conducted, if adequate reserves with respect thereto are
maintained on the books of the applicable Person in accordance with
GAAP;
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  (d)  carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business which are not overdue for a period of
more than 60 days or if more than sixty (60) days overdue, are unfiled and no
other action has been take to enforce such Lien or which are being contested in
good faith and by appropriate proceedings diligently conducted, if adequate
reserves with respect thereto are maintained on the books of the applicable
Person in accordance with GAAP;
  (e)  (i)
pledges or deposits in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other social security
legislation, other than any Lien imposed by ERISA and (ii) pledges and deposits
in the ordinary course of business securing liability for reimbursement or
indemnification obligations of (including obligations in respect of letters of
credit or bank guarantees for the benefit of) insurance carriers providing
property, casualty or liability insurance to the Borrower or any of its
Restricted Subsidiaries and (iii) Liens on proceeds of insurance policies
securing Indebtedness  permitted under Section
7.03(m)(i);
  (f)  deposits
to secure the performance of bids, trade contracts and leases (other than
Indebtedness), statutory obligations, surety bonds (other than bonds related to
judgments or litigation), performance bonds and other obligations of a like
nature incurred in the ordinary course of business;
  (g)  easements,
rights-of-way, servitudes, permits, reservations, exceptions, covenants and
other restrictions as to the use of real property, and other similar
encumbrances incurred
in the ordinary course of business which, with respect to all of the foregoing,
do not secure the payment of Indebtedness of a Loan Party (other than pursuant
to the Loan Documents) and which do not in any case materially detract from the
value of the property subject thereto or materially interfere with the ordinary
conduct of the business of the applicable Person; 
 (h)  Liens
securing judgments for the payment of money not constituting an Event of Default
under Section
8.01(h) or securing appeal or other surety bonds related to such
judgments;
  (i)  Liens
securing Capital Leases and purchase money Indebtedness permitted under Section 7.03(e);
provided that (i) such Liens securing purchase money Indebtedness do not at any
time encumber any property other than the property financed by such Indebtedness
and the proceeds and products thereof and (ii) the Indebtedness secured threby
does not exceed as of the date such Indebtedness is incurred the cost or fair
market value, whichever is lower, of the property being acquired on the date of
acquisition;
  (j)  Subject
to the consent of Administrative Agent, Liens existing upon property acquired in
an acquisition or of any Person that becomes a Restricted Subsidiary, existing
at the time of such acquisition and not incurred in contemplation thereof, and
not upon any other property, securing only Indebtedness permitted by Section
7.03(i);
  
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  (k)  Liens
reserved in leases of business premises entered into in the ordinary course of
business for rent and for compliance with the terms of the lease limited to
equipment and fixtures on the leased premises;
  (l)  Liens (i)
of a collection bank arising under Section 4.210 of the UCC on items in the
course of collection, (ii) attaching to commodity trading accounts or other
commodities brokerage accounts incurred in the ordinary course of business (iii)
in favor of a banking institution arising as a matter of law encumbering
deposits (including the right of 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(i) and
(j),to be
applied against the purchase price for such Investment, and (ii) consisting of
an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each
case, solely to the extent such Investment or Disposition, as the case may be,
would have been permitted on the date of the creation of such Lien;
  (n)  Liens
encumbering reasonable customary initial deposits and margin deposits and
similar Liens (in each case limited to the cash, commodity contracts or other
Investments in such account) attaching to commodity trading accounts or other
brokerage accounts incurred in the ordinary course of business and not for
speculative purposes;
  Section
7.03
  (p)  Liens on
Property not constituting Collateral for the Obligations, the Cash Management
Obligations or the Secured Swap Obligations and not otherwise permitted by the
foregoing clauses of this Section 7.01;
provided that the aggregate principal or face amount of all Indebtedness secured
by Liens under this Section 7.01(o) shall
not exceed $50,000,000 at any time.
  provided, nothing in
this Section
7.01 shall in and of itself constitute or be deemed to constitute an
agreement or acknowledgment by the Administrative Agent or any Lender that any
Indebtedness subject to or secured by any Lien, right or other interest
permitted under subsections (a) through (o) above ranks in priority to any
Obligation.
  7.02  Investments .  Make any
Investments, except:
  (a)  Investments
held by the Borrower or such Subsidiary in the form of cash
equivalents;
  (b)  Investments
of the Borrower in any Restricted Subsidiary and Investments of any Restricted
Subsidiary in the Borrower or in another Restricted Subsidiary;
 
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 (c)  Investments
representing non-cash consideration of Dispositions permitted under Section
7.05;
  (d)  The
acquisition of or other Investments (other than Investments consisting of
Guarantees) in any Unrestricted Subsidiary so long as (i) immediately before and
immediately after giving pro
forma effect to any such acquisition or Investment, no Default shall have
occurred and be continuing and (ii) immediately after giving effect to such
acquisition or Investment, the Borrower and its Restricted Subsidiaries shall be
in pro forma compliance
with all of the covenants set forth in Sections 7.14 and
7.15, such
compliance to be determined on the basis of the financial information most
recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or
(b) as though
such Investment had been consummated as of the first day of the fiscal period
covered thereby;
  (e)  Investments
consisting of extensions of credit in the nature of accounts receivable or notes
receivable arising from the grant of trade credit in the ordinary course of
business, and Investments received in satisfaction or partial satisfaction
thereof from financially troubled account debtors to the extent reasonably
necessary in order to prevent or limit loss;
  (f)  Guarantees
permitted by Section7.03;
  (g)  Investments
in Swap Contracts permitted by Section
7.03(d);
  (h)  Loans or
advances to any officer, director or employee of any Loan Party for travel and
related expenses consistent with the policies and procedures of such Loan Party
and not to exceed $2,500,000 at any one time outstanding;
  Section 7.02(i) Permitted
Acquisition 
 (A)  to the
extent required by Section 6.12, each
applicable Loan Party and any such newly created or acquired Restricted
Subsidiary (and, to the extent required by this Agreement, the Restricted
Subsidiaries of such created or acquired Restricted Subsidiary) shall be a
Guarantor and shall have complied with the requirements of Sections 6.12 and
6.13, within
the times specified therein;
 
 (B)  the
acquired property, assets, business or Person is in the Present Line of
Business; and
 
 (C)  (1)
immediately before and immediately after giving pro forma effect to any such
purchase or other acquisition, no Default shall have occurred and be continuing
and (2) immediately after giving effect to such purchase or other acquisition,
the Borrower and its Restricted Subsidiaries shall be in pro forma compliance with all
of the covenants set forth in Sections 7.14 and
7.15, such
compliance to be determined on the basis of the financial information most
recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or
(b) as though
such purchase or other acquisition had been consummated as of the first day of
the fiscal period covered thereby; and
  (j)  Investments
(other than Investments consisting of Guarantees) in Persons (other than a
Person that is or becomes a Subsidiary of the Borrower) in the Present Line of
Business to the extent not otherwise permitted by the foregoing clauses of this
Section, so long as, immediately after giving effect to any such Investment, no
Default has occurred and is continuing and the Borrower and its Restricted
Subsidiaries shall be in pro
forma compliance with all of the covenants set forth in Sections 7.14 and
7.15,
 
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 such
compliance to be determined on the basis of the financial information most
recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or
(b) as though
such Investment had been consummated as of the first day of the fiscal period
covered thereby.
  7.03  Indebtedness .  Create, incur,
assume or suffer to exist any Indebtedness, except:
  (a)  Indebtedness
under the Loan Documents;
  (b)  [intentionally
omitted];
  (c)  Guarantees
of the Borrower or any Guarantor in respect of Indebtedness otherwise permitted
hereunder of the Borrower or any Restricted Subsidiary;
  (d)  obligations
(contingent or otherwise) of the Borrower or any Restricted Subsidiary existing
or arising under any Swap Contract with a Hedging Party designed to hedge
against interest rates, foreign exchange rates or commodities pricing risks
incurred in the ordinary course of business and not for speculative
purposes;
 (e)  Indebtedness
in respect of Capital Lease Obligations, Synthetic Lease Obligations and
purchase money obligations for fixed or capital assets within the requirements
set forth in Section 7.01(i);
provided, however, that the
aggregate amount of all such Indebtedness at any one time outstanding shall not
exceed an amount equal to five percent (5%) of Consolidated Net Tangible
Assets;
  (f)  unsecured
Indebtedness in respect of a private placement or a public sale of unsecured
senior or subordinated notes by the Borrower and unsecured guarantees of such
notes by one or more of the Guarantors, provided, that (i) no
principal of such Indebtedness is scheduled to mature earlier than the Maturity
Date and (ii) after giving effect to such Indebtedness and the application of
any of the proceeds thereof on the issuance date no Default or Event of Default
shall exist and, on a pro
forma basis, the Borrower shall comply with the covenants contained in
Sections 7.14
and 7.15;
  (g)  Indebtedness
of any Restricted Subsidiary owing to the Borrower or another Restricted
Subsidiary subordinated to the Obligations, the Cash Management Obligations and
the Secured Swap Obligations on terms satisfactory to the Administrative
Agent;
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  (h)  Indebtedness
owed to Targa or any of its Subsidiaries that is subordinated to the
Obligations, the Cash Management Obligations and the Secured Swap Obligations on
terms reasonably satisfactory to the Administrative Agent;
  (i)  Subject
to the consent of Administrative Agent, Indebtedness acquired in an acquisition,
existing at the time of such acquisition and not incurred in contemplation
thereof; provided that such
Indebtedness shall not be secured except to the extent such Indebtedness is
secured by Liens permitted by Section 7.01(j);
provided
further, that no Person, other than the obligor or obligors thereon at the time
of such acquisition shall become liable for such Indebtedness;
  (j)  Cash
Management Obligations and other Indebtedness in respect of netting services,
overdraft protections and similar arrangements, in each case in connection with
deposit accounts in the ordinary course of business and discharged within two
Business Days of its incurrence;
  (k)  Indebtedness
representing deferred compensation to employees of the Borrower and its
Restricted Subsidiaries incurred in the ordinary course of
business;
  (l)  Customary
indemnification obligations or customary obligations in respect of purchase
price or other similar adjustments, in each case incurred by the Borrower or any
Restricted Subsidiary in connection with the Disposition of any assets permitted
hereby, or any Investment permitted hereby or any Permitted Acquisition, but
excluding Guarantees of Indebtedness; provided that (i) such obligations are not
required to be reflected on the balance sheet of the Borrower or any Restricted
Subsidiary (contingent obligations referred to in a footnote to financial
statements and not otherwise reflected on the balance sheet will not be deemed
to be reflected on such balance sheet for purposes of this clause (l)(i)) and (ii) the
maximum
liability in respect of all such obligations incurred in connection with any
Disposition shall at no time exceed the gross proceeds, including noncash
proceeds (the fair market value of such noncash proceeds being measured at the
time received and without giving effect to any subsequent changes in value),
actually received by the Borrower and its Restricted Subsidiaries in connection
with such Disposition;
 
 (m)Indebtedness
consisting of (i) the financing of insurance premiums or (ii) customary
take-or-pay obligations contained in supply agreements, in each case, in the
ordinary course of business;
  (n)  Obligations
in respect of performance, bid, appeal and surety bonds and similar obligations
provided by the Borrower or any of its Restricted Subsidiaries, in each case in
the ordinary course of business;
  (o)  Indebtedness
for borrowed money of the Borrower and Guaranties thereof by one or more of the
Guarantors; provided that (i)
such Indebtedness and guaranties are unsecured and are subordinated to the
Obligations, the Cash Management Obligations and the Secured Swap Obligations on
terms reasonably satisfactory to the Administrative Agent, (ii) no principal of
such Indebtedness is scheduled to mature earlier than the Maturity Date, (iii)
after giving effect to such Indebtedness and the application of any of the
proceeds thereof on the
  
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 issuance
date no Default or Event of Default shall exist and, on a pro forma basis, the Borrower
shall comply with the covenants contained in Sections 7.14 and
7.15, and such
principal amount of such subordinated Indebtedness cannot be prepaid except in
accordance with Section
7.04.
  (p)  Indebtedness
not otherwise permitted by the foregoing clauses of this Section 7.03;
provided that the aggregate principal or face amount of all Indebtedness shall
not exceed 10% of Consolidated Net Tangible Assets.
  7.04  Subordinated
Indebtedness .   Pay the
principal of any Indebtedness that is subordinated to the Obligations, other
than with the proceeds of unsecured Indebtedness permitted under Section 7.03 that is
subordinated on terms at least as favorable to the Administrative Agent and the
Lenders as the Indebtedness being so repaid.
  7.05  Fundamental
Changes .  Merge, dissolve,
liquidate, consolidate with or into another Person, or Dispose of (whether in
one transaction or in a series of transactions) all or substantially all of its
assets (whether now owned or hereafter acquired) to or in favor of any Person,
except that, so long as no Default exists or would result
therefrom:
  (a)  any
Restricted Subsidiary may merge with (i) the Borrower, provided that the
Borrower shall be the continuing or surviving Person, or (ii) any one or
more other Restricted Subsidiaries, provided that when
any Wholly Owned Subsidiary is merging with another Restricted Subsidiary, the
Wholly Owned Subsidiary shall be the continuing or surviving Person; and
 
 (b) any
Restricted Subsidiary may liquidate or dissolve or change its legal form if the
Borrower determines in good faith that such action is in the best interests of
the Borrower and its Restricted Subsidiaries and is not materially
disadvantageous to the Lenders;
  (c)  any
Restricted Subsidiary may Dispose of all or substantially all of its assets
(upon voluntary liquidation or otherwise) to the Borrower or to another
Restricted Subsidiary; provided that if the
transferor in such a transaction is a Wholly Owned Subsidiary, then the
transferee must either be the Borrower or a Wholly Owned Subsidiary; provided, further that if the
transferor in any such a transaction is a Guarantor, then the transferee must
either be the Borrower or Guarantor.
  (d)  so long
as no Default exists or would result therefrom, any Restricted Subsidiary may
merge with any other Person in order to effect an Investment permitted pursuant
to Section
7.02; provided that the continuing or surviving Person shall be a
Subsidiary, which together with each of its Subsidiaries, shall have complied
with the requirements of Section
6.12.
  (e)  so long
as no Default has occurred and is continuing or would result therefrom, each of
the Borrower and any of its Restricted Subsidiaries may merge into or
consolidate with any other Person or permit any other Person to merge into or
consolidate with it; provided, however,
that in each case, immediately after giving effect thereto (i) in the case of
any such merger to which the Borrower is a party, the Borrower is the surviving
entity and (ii) in the
  
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 case of
any such merger to which any Loan Party (other than the Borrower) is a party,
such Loan Party is the surviving entity.
  (f)  so long
as no Default exists or would result therefrom, a merger, dissolution,
liquidation, consolidation or Disposition, the purpose and effect of which is to
consummate a Disposition permitted pursuant to Section
7.06.
  7.06  Dispositions .  Make any
Disposition or enter into any agreement to make any Disposition,
except:
  (a)  Dispositions
of obsolete or worn out property, whether now owned or hereafter acquired, and
Dispositions in the ordinary course of business of property no longer used or
useful in the conduct of the business of the Borrower and its Restricted
Subsidiaries;
  (b)  Dispositions
of inventory or cash equivalents or immaterial assets in the ordinary course of
business;
  (c)  Dispositions
of fixtures or equipment to the extent that (i) such property is exchanged for
credit against the purchase price of similar replacement fixtures or equipment
or (ii) the proceeds of such Disposition are promptly applied to the purchase
price of such replacement fixtures or equipment;
  (d)  Restricted
Payments permitted by Section 7.07 and
Liens permitted by Section
7.01;
 
 (e) Dispositions of
property acquired by the Borrower or any Subsidiary after the Closing Date
pursuant to sale-leaseback transactions; provided that the applicable
sale-leaseback transaction (i) occurs within ninety (90) 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;
 (f)  Dispositions
of accounts receivables in connection with the collection or compromise thereof
in the ordinary course of business;
  (g)  Leases,
subleases, licenses or sublicenses (including the provision of software under an
open source license), easements, rights of way or similar rights or encumbrances
in each case in the ordinary course of business and which do not materially
interfere with the business of the Borrower and its Restricted
Subsidiaries;
  (h)  transfers
of property that has suffered a casualty (constituting a total loss or
constructive total loss of such property) upon receipt of the Extraordinary
Receipts of such casualty;
  (i)  Dispositions
of Investments in joint ventures to the extent required by, or made pursuant to
customary buy/sell arrangements between, the joint venture parties set forth in
joint venture arrangements and similar binding arrangements;
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  (j)  Dispositions
of property, subject to the Security Documents, by the Borrower or any
Subsidiary to the Borrower or to a Wholly Owned Subsidiary of the Borrower;
provided that
if the transferor of such property is the Borrower or a Guarantor, the
transferee thereof must either be the Borrower or a Guarantor;
  (k)  Dispositions
permitted under Section
7.05;
  (l)  Dispositions
by the Borrower and its Restricted Subsidiaries not otherwise permitted under
clauses (a) through (k) or (m) of this Section 7.06; provided that
(i) at the time of such Disposition, no Default shall exist or would result
from such Disposition, (ii) the aggregate book value of all property
Disposed of in reliance on this clause (l) since the Closing Date shall not
exceed ten percent (10%) of Consolidated Net Tangible Assets on the first day of
the fiscal year most recently ended at the time of such determination and (iii)
no Disposition of less than all of the Equity Interests of any Subsidiary shall
be permitted under this clause (l); and
  (m)  Dispositions
by the Borrower and its Restricted Subsidiaries not otherwise permitted under
clauses (a) through (l) of this Section 7.06; provided that (i) at
the time of such Disposition, no Default shall exist or would result from such
Disposition, (ii) the Disposition is for 75% cash or cash equivalents, (iii) the
Borrower shall make the prepayment or reinvestment of proceeds of such
Disposition as required by Section 2.05(d), and
(iv) no Disposition of less than all of the Equity Interests of any Subsidiary
shall be permitted under this clause (m).
  provided, however, that any
Disposition pursuant to clauses (a), (b), (c), (e), (f), (i), (j), (k),(l) or (m) shall be for fair
market value.
  No Loan
Party will discount, sell, pledge or assign any notes payable to it, accounts
receivable or future income except for Dispositions permitted by clause (f).  So
long as no Event of Default then exists, the Administrative Agent will, at the
Borrower’s request and expense, execute a release, satisfactory to the Borrower
and the Administrative Agent, of any Collateral so sold, transferred, leased,
exchanged, alienated or disposed of pursuant to this Section.
 7.07  Restricted
Payments .  Declare or make,
directly or indirectly, any Restricted Payment, or incur any obligation
(contingent or otherwise) to do so, except that, so long as no Default shall
have occurred and be continuing at the time of any action described below or
would result therefrom:
  (a)  each
Subsidiary may make Restricted Payments to the Borrower, the Guarantors and any
other Person that owns an Equity Interest in such Subsidiary, ratably according
to their respective holdings of the type of Equity Interest in respect of which
such Restricted Payment is being made;
  (b)  the
Borrower and each Subsidiary may declare and make dividend payments or other
distributions payable solely in the common stock or other common Equity
Interests of such Person;
  
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  (c)  the
Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity
Interests issued by it with the proceeds received from the substantially
concurrent issue of new shares of its common stock or other common Equity
Interests;
  (d)  the
Borrower may make cash distributions in an amount not to exceed “Available Cash”
(as such term is defined in the Borrower’s Partnership Agreement) to the holders
of its Equity Interest.
  7.08  Change
in Nature of Business .  Engage in any
material line of business other than the Present Line of Business.
  7.09  Transactions
with Affiliates .  Enter into any
transaction of any kind with any Affiliate of the Borrower, whether or not in
the ordinary course of business, other than on fair and reasonable terms
substantially as favorable to the Borrower or such Subsidiary as would be
obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s
length transaction with a Person other than an Affiliate, provided that the
foregoing restriction shall not apply to transactions (a) between or among the
Borrower and any of its Wholly Owned Subsidiaries or between and among any
Wholly Owned Subsidiaries, (b) the transaction contemplated hereby and the
payment of fees and expenses related thereto, (c) Restricted Payments permitted
under Section
7.07, and (d) transactions pursuant to agreements, instruments or
arrangements in existence on the Closing Date and set forth on Schedule 7.09 or any
amendment thereto to the extent such an amendment is not adverse to the Lenders
in any material respect.
  7.10  Burdensome
Agreements .  Enter into any
Contractual Obligation (other than this Agreement or any other Loan Document)
that (a) limits the ability (i) of any Subsidiary to (A) make
Restricted Payments to the Borrower or any Guarantor, (B) redeem Equity
Interests held in it by the Borrower or any Guarantor, (C) otherwise transfer
property to the Borrower or any Guarantor,
(D) to repay loans and other indebtedness owing by it to the Borrower or any
Guarantor, (ii) of any Restricted Subsidiary to Guarantee the Indebtedness
of the Borrower or (iii) of the Borrower or any Restricted Subsidiary to
create, incur, assume or suffer to exist Liens on property of such Person, provided, however, that the
foregoing clauses shall not prohibit (I) any negative pledge incurred or
provided in favor of any holder of Indebtedness permitted under Section 7.03
solely to the extent any such negative pledge relates to the property financed
by or the subject of such Indebtedness, (II) provisions in Organizational
Documents and other similar agreements applicable to joint ventures or to other
Persons that are not Restricted Subsidiaries or Partially Owned Operating
Companies (to the extent Investment in such joint venture or other Person is
permitted under Section 7.02) that
limit Liens on or transfers of the Equity Interests in such joint venture or
other Person entered into in the ordinary course of business, (III) 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 such
Restricted Subsidiary's rights under such easement, right of way or similar
right or encumbrance, as applicable) subject thereto or (b) requires the
grant of a Lien to secure an obligation of such Person if a Lien is granted to
secure another obligation of such Person.
  
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 7.11  Prohibited
Contracts .
  (a)  Enter
into any “take-or-pay” contract or other contract or arrangement for the
purchase of goods or services which obligates it to pay for such goods or
service regardless of whether they are delivered or furnished to it, other than
contracts for pipeline capacity or for services in either case reasonably
anticipated to be utilized in the ordinary course of business or as otherwise
permitted by Section
7.03(m)(ii); or
  (b)  Incur any
obligation to contribute to any Multiemployer Plan.
  7.12  Limitation
on Credit Extensions .  Except for
Investments permitted under Section 7.02, extend
credit, make advances or make loans other than normal and prudent extensions of
credit to customers buying goods and services in the ordinary course of business
or to another Loan Party in the ordinary course of business, which extensions
shall not be for longer periods than those extended by similar businesses
operated in a normal and prudent manner.
  7.13  Use
of Proceeds .  Use the proceeds
of any Credit Extension, whether directly or indirectly, and whether
immediately, incidentally or ultimately, to purchase or carry margin stock
(within the meaning of Regulation U of the FRB) or to extend credit to others
for the purpose of purchasing or carrying margin stock or to refund indebtedness
originally incurred for such purpose.
  7.14 Interest
Coverage Ratio .  On the Closing
Date and at the end of each fiscal quarter, beginning March 31, 2007, permit the
ratio of (a) Consolidated Adjusted EBITDA to (b) Interest Expense for the four
consecutive fiscal quarter period then ended to be less than 2.25 to
1.0.
  7.15  Leverage
Ratios.
  
  (b)  If any
Unsecured Note Indebtedness is incurred or outstanding on the applicable date of
determination, permit the Consolidated Leverage Ratio to be greater than: (i)
during the period prior to September 30, 2007, 6.25 to 1.0 on the date any
Unsecured Note Indebtedness is incurred nor on the last day of any fiscal
quarter ending during such period; and (ii) during the period on or after
September 30, 2007, 5.50 to 1.0 on the date any Unsecured Note Indebtedness is
incurred nor on the last day of any fiscal quarter ending during such
period.
  (c)  If any
Unsecured Note Indebtedness is incurred or outstanding on the applicable date of
determination, permit the Consolidated Senior Leverage Ratio to be greater than:
(i) during the period prior to September 30, 2007, 5.25 to 1.0 on the date any
Unsecured Note Indebtedness is incurred nor on the last day of any fiscal
quarter ending during such period; nor (ii) during the period on or after
September 30, 2007, 4.50 to 1.0 on the date any Unsecured
  
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 Note
Indebtedness is incurred nor on the last day of any fiscal quarter ending during
such period.
  (d)  During an
Acquisition Period, the maximum permitted Consolidated Leverage Ratio and the
maximum permitted Consolidated Senior Leverage Ratio shall each be increased by
0.50 to 1.00 from the otherwise applicable ratio set forth above (for example,
the Consolidated Leverage Ratio requirement that would otherwise be 5.50 to 1.00
will become 6.00 to 1.00).  As used in this Section 7.15(d),
“Acquisition Period” means a period elected by the Borrower, such election to be
exercised by the Borrower by delivering notice thereof to the Administrative
Agent, beginning with the funding date of the purchase price for any Specified
Acquisition and ending on the earlier of (a) the first anniversary date of such
funding date or (b) the Borrower's election (provided, that the Borrower is in
compliance with all applicable provisions of this Section 7.15 after
giving effect to such election), to terminate such Acquisition Period, such
election to be exercised by the Borrower delivering notice thereof to the
Administrative Agent; provided that once any Acquisition Period is in effect,
the next succeeding Acquisition Period may not commence until (i) the
termination of such Acquisition Period in effect and (ii) after giving effect to
the termination of such Acquisition Period in effect the Borrower shall be in
compliance with all applicable provisions of this Section 7.15 and no
Default shall have occurred and be continuing.
  (e)  Notwithstanding
anything to the contrary, and for the avoidance of doubt, any failure by the
Borrower to be in compliance with any requirement of this Section 7.15 shall
not be remedied by a change in the Consolidated Leverage Ratio upon the
incurrence of any Unsecured Note Indebtedness or the election of an Acquisition
Period.
  7.16  Negative
Pledge .  Allow
any Person, other than the Administrative Agent, L/C Issuer or any Lender or any
other Secured Party, to create or otherwise cause or suffer to exist or become
effective, or permit any of the Subsidiaries to create or otherwise cause or
suffer to exist or become effective, directly or indirectly, any Lien (other
than Liens permitted by Section 7.01) upon the
assets of the Borrower or any of its Subsidiaries without the prior express
written consent of the Administrative Agent.
 ARTICLE VIII.  EVENTS
OF DEFAULT AND REMEDIES
  8.01  Events
of Default .  Any of the
following shall constitute an Event of Default:
  (a)  Non-Payment.  The
Borrower or any other Loan Party fails to pay (i) when and as required to
be paid herein, any amount of principal of any Loan or any L/C Obligation, or
(ii) within five days after the same becomes due, any interest on any Loan
or on any L/C Obligation, or any fee due hereunder, or (iii) within five
days after the same becomes due, any other amount payable hereunder or under any
other Loan Document; or
  (b)  Specific
Covenants.  The Borrower fails to perform or observe any term,
covenant or agreement contained in any of Section6.01,6.02, 6.03, 6.05, 6.11 or 6.12 or Article VII;
provided, however that if the
Borrower fails to deliver any financial statements, certificates or other
information required by Section 6.01, 6.02, 6.03 or 6.12 and
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 delivers
such financial statements, certificates or other information as required by such
Sections, then such Event of Default shall be deemed to have been cured and/or
waived; or
  (c)  Other
Defaults.  Any Loan Party fails to perform or observe any other
covenant or agreement (not specified in subsection (a) or (b) above) contained
in any Loan Document on its part to be performed or observed and such failure
continues for 30 days after notice thereof by the Administrative Agent;
or
  (d)  Representations and
Warranties.  Any representation, warranty, certification or
statement of fact made or deemed made by or on behalf of the Borrower or any
other Loan Party herein, in any other Loan Document, or in any document
delivered in connection herewith or therewith shall be incorrect or misleading
in any material respect when made or deemed made; or
  (e)  Cross-Default.  (i) The
Borrower or any Subsidiary (A) fails to make any payment when due (whether
by scheduled maturity, required prepayment, acceleration, demand, or otherwise)
in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder
and Indebtedness under Swap Contracts) having an aggregate principal amount
(including the undrawn face amount of any outstanding Letter of Credit, surety
bonds and other similar contingent obligations outstanding under any agreement
relating to such Indebtedness or Guarantee and including amounts owing to all
creditors under any combined or syndicated credit arrangement) of more than the
Threshold Amount, or (B) fails to observe or perform any other agreement or
condition relating to any such Indebtedness or Guarantee or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event occurs, the effect of which default or other event is to cause, or to
permit the holder or holders of such Indebtedness or the beneficiary or
beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder
or holders or beneficiary or beneficiaries) to cause, with the giving of notice
if required, such Indebtedness to be demanded or to become due or to be
repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an
offer to repurchase, prepay, defease or redeem such Indebtedness to be made,
prior to its stated maturity, or such Guarantee to become
payable or cash collateral in respect thereof to be demanded; provided that this
clause (e)(B) shall not apply to secured Indebtedness that becomes due as a
result of the voluntary sale or transfer of the property or assets securing such
Indebtedness, if such sale or transfer is permitted hereunder; or
(ii) there occurs under any Swap Contract an Early Termination Date (as
defined in such Swap Contract) resulting from (A) any event of default
under such Swap Contract as to which the Borrower or any Subsidiary is the
Defaulting Party (as defined in such Swap Contract) or (B) any Termination
Event (as so defined) under such Swap Contract as to which the Borrower or any
Subsidiary is an Affected Party (as so defined) and, in either event, the Swap
Termination Value owed by the Borrower or such Subsidiary as a result thereof is
greater than the Threshold Amount; or  (f)  Insolvency Proceedings,
Etc.  The Borrower or any of its Restricted Subsidiaries
institutes or consents to the institution of any proceeding under any Debtor
Relief Law, or makes an assignment for the benefit of creditors; or applies for
or consents to the appointment of any receiver, trustee, custodian, conservator,
liquidator, rehabilitator or similar officer for it or for all or any material
part of its property; or any receiver, trustee, custodian, conservator,
liquidator, rehabilitator or similar officer is appointed without the
application or consent of
  
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 such
Person and the appointment continues undischarged or unstayed for 60 calendar
days; or any proceeding under any Debtor Relief Law relating to any such Person
or to all or any material part of its property is instituted without the consent
of such Person and continues undismissed or unstayed for 60 calendar days, or an
order for relief is entered in any such proceeding; or
  (g)  Inability to Pay Debts;
Attachment.  (i) The Borrower or any of its Restricted
Subsidiaries becomes unable or admits in writing its inability or fails
generally to pay its debts as they become due, or (ii) any writ or warrant
of attachment or execution or similar process is issued or levied against all or
any material part of the property of any such Person and is not released,
vacated or fully bonded within 60 days after its issue or levy; or
  (h)  Judgments.  There
is entered against the Borrower or any of its Restricted Subsidiaries (i) a
final judgment or order for the payment of money in an aggregate amount
exceeding the Threshold Amount (to the extent not covered by independent
third-party insurance as to which the insurer does not dispute coverage), or
(ii) any one or more non-monetary final judgments that have, or could
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect and, in either case, the same shall remain undischarged and
either (A) enforcement proceedings are commenced by any creditor upon such
judgment or order which have not been stayed by reason of a pending appeal or
otherwise, or (B) there is a period of thirty (30) consecutive days during
which a stay of enforcement of such judgment, by reason of a pending appeal or
otherwise, is not in effect; or
  (i)  ERISA.  (i) An
ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which
has resulted or could reasonably be expected to result in liability of any Loan
Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or
the PBGC in an aggregate amount in excess of the Threshold Amount, 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 in excess of the Threshold Amount;
or
  Invalidity of
Loan Documents  (k)  Change of
Control.  There occurs any Change of Control; or
  (l)  Security
Documents.  Any Security Document shall for any reason (other
than pursuant to the terms hereof and thereof) cease to create a valid and
perfected first priority Lien in any asset having a value in excess of the
Threshold Amount, except to the extent that any such loss of perfection or
priority results from the failure of the Administrative Agent or the Collateral
Agent to maintain possession of certificates actually delivered to it
representing securities pledged under the Security Documents or to file Uniform
Commercial Code
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 continuation
statements and except as to Collateral consisting of real property to the extent
that such losses are covered by a lender's title insurance policy and such
insurer has not denied coverage.
  8.02  Remedies
Upon Event of Default .  If any Event of
Default occurs and is continuing, the Administrative Agent shall, at the request
of, or may, with the consent of, the Required Lenders, take any or all of the
following actions:
  (a)  declare
the commitment of each Lender to make Loans and any obligation of the L/C Issuer
to make L/C Credit Extensions to be terminated, whereupon such commitments and
obligation 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;
  (c)  require
that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to
the then Outstanding Amount thereof); and
  (d)  exercise
on behalf of itself and the Lenders all rights and remedies available to it and
the Lenders under the Loan Documents;
  provided, however, that upon
the occurrence of an actual or deemed entry of an order for relief with respect
to the Borrower under the Bankruptcy Code of the United States, the obligation
of each Lender to make Loans and any obligation of the L/C Issuer to make L/C
Credit Extensions shall automatically terminate, the unpaid principal amount of
all outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable, and the obligation of the Borrower to Cash
Collateralize the L/C Obligations as aforesaid shall automatically become
effective, in each case without further act of the Administrative Agent or any
Lender.
  8.03 Application of Funds .  After the
exercise of remedies provided for in Section 8.02 (or
after the Loans have automatically become immediately due and payable and the
L/C Obligations have automatically been required to be Cash Collateralized as
set forth in the proviso to Section 8.02), any
amounts received on account of the Obligations, the Cash Management Obligations
and the Secured Swap 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 (including fees, charges and disbursements of external counsel to
the Administrative Agent and amounts payable under Article III) payable
to the Administrative Agent in its capacity as such and payable to the
Collateral Agent in its capacity as such;
  Second, to payment of
that portion of the Obligations constituting fees, indemnities and other amounts
(other than principal, interest and Letter of Credit Fees) payable to the
Lenders and the L/C Issuer (including fees, charges and disbursements of
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 respective
Lenders and the L/C Issuer and amounts payable under Article III),
ratably among them in proportion to the respective amounts described in this
clause Second
payable to them;
  Third, to payment of
that portion of the Obligations constituting accrued and unpaid Letter of Credit
Fees and interest on the Loans, L/C Borrowings and other Obligations, ratably
among the Lenders and the L/C Issuer 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 and
L/C Borrowings, the Secured Swap Obligations and the Cash Management
Obligations, ratably among the Lenders, the Hedging Parties and the L/C Issuer
in proportion to the respective amounts described in this clause Fourth held by
them;
  Fifth, to the
Administrative Agent for the account of the L/C Issuer, to Cash Collateralize
that portion of L/C Obligations comprised of the aggregate undrawn amount of
Letters of Credit; and
  Last, the balance, if
any, after all of the Obligations, the Cash Management Obligations and the
Secured Swap Obligations have been indefeasibly paid in full, to the Borrower or
as otherwise required by Law.
  Subject
to Section2.03(m), amounts
used to Cash Collateralize the aggregate undrawn amount of Letters of Credit
pursuant to clause Fifth above shall be
applied to satisfy drawings under such Letters of Credit as they
occur.  If any amount remains on deposit as Cash Collateral after all
Letters of Credit have either been fully drawn or expired, such remaining amount
shall be applied to the other Obligations, Cash Management Obligations and
Secured Swap Obligations, if any, in the order set forth above.
 ARTICLE IX. ADMINISTRATIVE
AGENT
  9.01  Appointment
and Authority .
  (a)  Each of
the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to
act on its behalf as the Administrative Agent hereunder and under the other Loan
Documents and authorizes the Administrative Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Administrative Agent
by the terms hereof or thereof, together with such actions and powers as are
reasonably incidental thereto.  The provisions of this Article are
solely for the benefit of the Agents, the Lenders and the L/C Issuer, and
neither the Borrower nor any other Loan Party shall have rights as a third party
beneficiary of any of such provisions.
  (b)  Each of
the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable),
L/C Issuer (if applicable) and a potential Hedging Party) hereby irrevocably
appoints and authorizes the Collateral Agent to act as the agent of (and to hold
any security interest created by the Security Documents for and on behalf of or
on trust for) such Lender for purposes of acquiring, holding and enforcing any
and all Liens on Collateral granted by any of the Loan Parties to secure any of
the Obligations, the Secured Swap Obligations or the Cash
 
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 Management
Obligations together with such powers and discretion as are reasonably
incidental thereto.  In this connection, the Collateral Agent (and any
co-agents, sub-agents and attorneys-in-fact appointed by the Administrative
Agent or the Collateral Agent pursuant to Section 9.05 for
purposes of holding or enforcing any Lien on the Collateral (or any portion
thereof) granted under the Collateral Documents, or for exercising any rights
and remedies thereunder at the direction of the Administrative Agent), shall be
entitled to the benefits of all provisions of this Article
IX  (including, Section 9.11, as
though such co-agents, sub-agents and attorneys-in-fact were the Collateral
Agent) as if set forth in full herein with respect thereto.  Without
limiting the generality of the foregoing, the Lenders hereby expressly authorize
the Collateral Agent to execute any and all documents (including releases) with
respect to the Collateral and the rights of the Secured Parties with respect
thereto (including the Intercreditor Agreement), as contemplated by and in
accordance with the provisions of this Agreement and the Security Documents and
acknowledge and agree that any such action by any Agent shall bind the
Lenders.
  9.02  Rights
as a Lender .  Any Person
serving an Agent hereunder shall have the same rights and powers in its capacity
as a Lender as any other Lender and may exercise the same as though it were not
such Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly
indicated or unless the context otherwise requires, include such Person serving
as an Agent hereunder in its individual capacity.  Such Person and its
Affiliates may accept deposits from, lend money to, act as the financial advisor
or in any other advisory capacity for and generally engage in any kind of
business with any Loan Party or any Subsidiary or other Affiliate thereof as if
such Person were not an Agent hereunder and without any duty to account therefor
to the Lenders.
  9.03 Exculpatory
Provisions .  No Agent shall
have any duties or obligations except those expressly set forth herein and in
the other Loan Documents.  Without limiting the generality of the
foregoing, Agents:
  (a) shall not be
subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;
  (b)  shall not
have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or
by the other Loan Documents that such Agent is required to exercise as directed
in writing by the Required Lenders (or such other number or percentage of the
Lenders as shall be expressly provided for herein or in the other Loan
Documents), provided that no
Agent shall be required to take any action that, in its opinion or the opinion
of its counsel, may expose such Agent to liability or that is contrary to any
Loan Document or applicable law; and
  (c)  shall
not, except as expressly set forth herein and in the other Loan Documents, have
any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to the Borrower or any of its Affiliates that is
communicated to or obtained by the Person serving as Agent or any of its
Affiliates in any capacity.
  No Agent
shall be liable for any action taken or not taken by it (i) with the
consent or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall
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 be
necessary, or as such Agent shall believe in good faith shall be necessary,
under the circumstances as provided in Sections 10.01 and
8.02) or
(ii) in the absence of its own gross negligence or willful
misconduct.  No Agent shall be deemed to have knowledge of any Default
unless and until notice describing such Default is given to such Agent by the
Borrower, a Lender or the L/C Issuer.
  No Agent
shall be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection with
this Agreement or any other Loan Document, (ii) the contents of any
certificate, report or other document delivered hereunder or thereunder or in
connection herewith or therewith, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth herein
or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Article IV or
elsewhere herein, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent.
  9.04  Reliance
by Agent .  Each Agent shall
be entitled to rely upon, and shall not incur any liability for relying upon,
any notice, request, certificate, consent, statement, instrument, document or
other writing (including any electronic message, Internet or intranet website
posting or other distribution) believed by it to be genuine and to have been
signed, sent or otherwise authenticated by the proper Person.  Each
Agent also may rely upon any statement made to it orally or by telephone and
believed by it to have been made by the proper Person, and shall not incur any
liability for relying thereon.  In determining compliance with any
condition hereunder to the making of a Loan, or the issuance of a Letter of
Credit, that by its terms must be fulfilled to the satisfaction of a Lender or
the L/C Issuer, such Agent may presume that such condition is satisfactory to
such Lender or the L/C Issuer unless such Agent shall have received notice to
the contrary from such Lender or the L/C Issuer prior to the making of such Loan
or the issuance of such Letter of Credit.  Each Agent may consult with
legal counsel (who may be counsel for the Borrower), independent accountants and
other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.  9.05  Delegation
of Duties .  Each of the
Administrative Agent and the Collateral Agent may perform any and all of its
duties and exercise its rights and powers hereunder or under any other Loan
Document by or through any one or more sub-agents appointed by the
Administrative Agent or the Collateral Agent, respectively.  Each of
the Administrative Agent and the Collateral Agent and any such sub-agent may
perform any and all of its duties and exercise its rights and powers by or
through their respective Related Parties.  The exculpatory provisions
of this Article shall apply to any such sub-agent and to the Related Parties of
the Administrative Agent and the Collateral Agent and any such sub-agent, and
shall apply to their respective activities in connection with the syndication of
the credit facilities provided for herein as well as activities of the
Administrative Agent and the Collateral Agent.
  9.06  Resignation
of Agent .  The
Administrative Agent or the Collateral Agent may at any time give notice of its
resignation to the Lenders, the L/C Issuer and the Borrower.  Upon
receipt of any such notice of resignation, the Required Lenders shall have the
right, in consultation with the Borrower, to appoint a successor, which shall be
a bank with an office in the United States, or an Affiliate of any such bank
with an office in
  
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 the
United States.  If no such successor shall have been so appointed by
the Required Lenders and shall have accepted such appointment within
30 days after the retiring Administrative Agent or Collateral Agent gives
notice of its resignation, then such retiring Administrative Agent or Collateral
Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor
Administrative Agent or Collateral Agent meeting the qualifications set forth
above; provided
that if the Administrative Agent or Collateral Agent shall notify the Borrower
and the Lenders that no qualifying Person has accepted such appointment, then
such resignation shall nonetheless become effective in accordance with such
notice and (1) the retiring Administrative Agent or Collateral Agent shall
be discharged from its duties and obligations hereunder and under the other Loan
Documents (except that in the case of any Collateral held by the Administrative
Agent or Collateral Agent on behalf of the Lenders or the L/C Issuer under any
of the Loan Documents, the retiring Administrative Agent or Collateral Agent
shall continue to hold such Collateral until such time as a successor
Administrative Agent or Collateral Agent is appointed) and (2) all
payments, communications and determinations provided to be made by, to or
through the Administrative Agent or Collateral Agent shall instead be made by or
to each Lender and the L/C Issuer directly, until such time as the Required
Lenders appoint a successor Administrative Agent or Collateral Agent as provided
for above in this Section.  Upon the acceptance of a successor’s
appointment as Administrative Agent or Collateral Agent hereunder, such
successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) Administrative Agent or
Collateral Agent, and the retiring Administrative Agent or Collateral Agent
shall be discharged from all of its duties and obligations hereunder or under
the other Loan Documents (if not already discharged therefrom as provided above
in this Section).  The fees payable by the Borrower to a successor
Administrative Agent or Collateral Agent shall be the same as those payable to
its predecessor unless otherwise agreed between the Borrower and such
successor.  After the retiring Administrative Agent’s or Collateral
Agent’s resignation hereunder and under the other Loan Documents, the provisions
of this Article and Section10.04 shall
continue in effect for the benefit of such retiring Administrative Agent or
Collateral Agent, its sub-agents and their respective Related Parties in respect
of any actions taken or omitted to be taken by
any of them while the retiring Administrative Agent or Collateral Agent was
acting as the Administrative Agent.  Any
resignation by Bank of America as the Administrative Agent pursuant to this
Section shall also constitute its resignation as L/C Issuer and Swing Line
Lender.  Upon the acceptance of a successor’s appointment as the
Administrative Agent hereunder, (a) such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the
retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and
Swing Line Lender shall be discharged from all of their respective duties and
obligations hereunder or under the other Loan Documents, and (c) the
successor L/C Issuer shall issue letters of credit in substitution for the
Letters of Credit, if any, outstanding at the time of such succession or make
other arrangements satisfactory to the retiring L/C Issuer to effectively assume
the obligations of the retiring L/C Issuer with respect to such Letters of
Credit.
  9.07  Non-Reliance
on Agent and Other Lenders .  Each Lender and
the L/C Issuer acknowledges that it has, independently and without reliance upon
any Agent, any Agent-Related Person or any other Lender or any of their Related
Parties and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter
  
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 into this
Agreement.  Each Lender and the L/C Issuer also acknowledges that it
will, independently and without reliance upon any Agent, any Agent-Related
Person or any other Lender or any of their Related Parties and based on such
documents and information as it shall from time to time deem appropriate,
continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any other Loan Document or any related agreement or any
document furnished hereunder or thereunder.
  9.08  No
Other Duties, Etc .  Anything herein
to the contrary notwithstanding, none of the agents listed on the cover page
hereof shall have any powers, duties, liabilities or responsibilities under this
Agreement or any of the other Loan Documents, except in its capacity, as
applicable, as the Administrative Agent, a Lender or the L/C Issuer
hereunder.
  9.09  Administrative
Agent May File Proofs of Claim .In
case of the pendency of any proceeding under any Debtor Relief Law or any other
judicial proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then
be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on
the Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise
  (a)  to file
and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans, L/C Obligations and all other Obligations that
are owing and unpaid and to file such other documents as may be necessary or
advisable in order to have the claims of the Lenders, the L/C Issuer and the
Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the L/C Issuer and the
Administrative Agent and their respective agents and external counsel and all
other amounts due the Lenders, the L/C Issuer and the Administrative Agent under
Sections 2.03(i)
and (j), 2.09 and 10.04) allowed in
such judicial proceeding; and
  and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender and the L/C Issuer to make such payments to the Administrative Agent and,
in the event that the Administrative Agent shall consent to the making of such
payments directly to the Lenders and the L/C Issuer, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and
external counsel, and any other amounts due the Administrative Agent under Sections2.09 and 10.04.
  Nothing
contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender or the L/C
Issuer any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or the L/C Issuer to
authorize the Administrative Agent to vote in respect of the claim of any Lender
or the L/C Issuer in any such proceeding.
  9.10  Collateral
and Guaranty Matters .  The
Lenders, the L/C Issuer and the Hedging Parties irrevocably authorize the
Collateral Agent, at its option and in its discretion,
  
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  (a)  to
release any Lien on any property granted to or held by the Collateral Agent
under any Loan Document (i) upon termination of the Aggregate Commitments
and payment in full of all Obligations, the Cash Management Obligations and the
Secured Swap Obligations (other than contingent indemnification obligations) and
the expiration or termination of all Letters of Credit, (ii) that is sold
or to be sold as part of or in connection with any sale permitted hereunder or
under any other Loan Document, (iii) subject to Section10.01, if
approved, authorized or ratified in writing by the Required Lenders or, except
to the extent that any such loss of perfection or priority results from the
failure of the Administrative Agent or the Collateral Agent to maintain
possession of certificates actually delivered to it representing securities
pledged under the Security Documents or to file Uniform Commercial Code
continuation statements and except as to Collateral consisting of real property
to the extent that such losses are covered by a lender's title insurance policy
and such insurer has not denied coverage or (iv) if the property subject to such
Lien is owned by a Guarantor, upon release of such Guarantor from its
obligations under its Guaranty pursuant to clause (c) below; and
  (b)  to
subordinate any Lien on any Property granted to or held by the Collateral Agent
under any Loan Document to the holder of any Lien on such property that is
permitted by Section
7.01(i); and
  (c)  to
release any Guarantor from its obligations under the Guaranty if such Person
ceases to be a Restricted Subsidiary as a result of a transaction permitted
hereunder.
  Upon
request by the Collateral Agent at any time, the Required Lenders will confirm
in writing the Administrative Agent’s authority to release or subordinate its
interest in particular types or items of property, or to release any Guarantor
from its obligations under the Guaranty pursuant to this Section9.10.  In
each case as specified in this Section 9.10, the
Administrative Agent or the Collateral Agent will (and each Lender irrevocably
authorizes such Agent to), at the Borrower's
expense, execute and deliver to the applicable Loan Party such documents as such
Loan Party may reasonably request to evidence the release or subordination of
such item of Collateral from the assignment and security interest granted under
the Security Documents, or to evidence the release of such Guarantor from its
obligations under the Guaranty, in each case in accordance with the terms of the
Loan Documents and this Section
9.10.  9.11  Indemnification of
Agents.  Whether or not the transactions contemplated hereby
are consummated, the Lenders shall indemnify upon demand each Agent and
Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan
Party and without limiting the obligation of any Loan Party to do so), pro rata,
and hold harmless each Agent and Agent-Related Person from and against any and
all losses, claims, damages, liabilities and related expenses (including the
fees, charges and disbursements of any external counsel for any Agent) incurred
by it; provided that no Lender shall be liable for the payment to any Agent or
Agent-Related Person of any portion of such losses, claims, damages, liabilities
and related expenses resulting from such Agent’s or Agent-Related Person’s own
gross negligence or willful misconduct, as determined by the final judgment of a
court of competent jurisdiction; provided that no
action taken in accordance with the directions of the Required Lenders (or such
other number or percentage of the Lenders as shall be required by the Loan
Documents) shall be deemed to constitute gross negligence or willful misconduct
for purposes of this Section
9.11.  In the case of any investigation, litigation or
proceeding giving rise to any loss, claim, damage,
  
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 liability
and related expense this Section 9.11 applies
whether any such investigation, litigation or proceeding is brought by any
Lender or any other Person.  Without limitation of the foregoing, each
Lender shall reimburse the Administrative Agent or Collateral Agent upon demand
for its ratable share of any costs or out-of-pocket expenses (including attorney
costs) incurred by such Agent in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, any other Loan
Document, or any document contemplated by or referred to herein, to the extent
that such Agent is not reimbursed for such expenses by or on behalf of the
Borrower.  The undertaking in this Section 9.11 shall
survive termination of the Aggregate Commitments, the payment of all other
Obligations, Secured Swap Obligations and Cash Management Obligations, and the
resignation of such Agent.
  9.12  Intercreditor Agreement.The Collateral Agent is
authorized to enter into the Intercreditor Agreement, and the parties hereto
acknowledge, on behalf of themselves and their Affiliates, that the
Intercreditor Agreement is binding upon them and their Affiliates without
execution thereof.
   ARTICLE X.  MISCELLANEOUS
  10.01  Amendments,
Etc .  Subject to the
Intercreditor Agreement with respect to those matters as to which Hedging
Parties are entitled to vote thereunder, no amendment or waiver of any provision
of this Agreement or any other Loan Document (other than the Intercreditor
Agreement), and no consent to any departure by the Borrower or any other Loan
Party therefrom, shall be effective unless in writing signed by the Required
Lenders and the Borrower or the applicable Loan Party, as the case may be, and
acknowledged by the Administrative Agent,
and each such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however, that no such
amendment, waiver or consent shall:  (a)  waive any
condition set forth in Section 4.01(a)
without the written consent of each Lender;
  (b)  extend or
increase the Commitment of any Lender (or reinstate any Commitment terminated
pursuant to Section 8.02)
without the written consent of such Lender;
  (c)  postpone
any date fixed by this Agreement or any other Loan Document for any payment or
mandatory prepayment of principal, interest, fees or other amounts due to the
Lenders (or any of them) or any scheduled or mandatory reduction of the
Aggregate Commitments hereunder or under any other Loan Document 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;
  (d)  reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01)
any fees or other amounts payable hereunder or under any other Loan Document,
without the written
  
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 consent
of each Lender directly affected thereby; provided, however, that only
the consent of the Required Lenders shall be necessary (i) to amend the
definition of “Default Rate” or to waive any obligation of the Borrower to pay
interest or Letter of Credit Fees at the Default Rate and (ii) to change the
manner of computation of any financial ratio (including any change in any
applicable defined term) used in determining the Applicable Rate that would
result in a reduction of any interest rate on any Loan or any fee payable
hereunder;
  (e)  change
Section 2.13 or
Section 8.03 in
a manner that would alter the pro rata sharing of payments required thereby
without the written consent of each Lender;
  (f)  change
any provision of this Section or the definition of “Required Lenders” or any
other provision hereof specifying the number or percentage of Lenders required
to amend, waive or otherwise modify any rights hereunder or make any
determination or grant any consent hereunder without the written consent of each
Lender;
  (g)  except as
otherwise permitted herein, release any Guarantor from the Guaranty without the
written consent of each Lender; or
  (h)  release
of all or substantially all of the Collateral hereunder without the written
consent of each Lender;
  and,
provided further, that
(i) no amendment, waiver or consent shall, unless in writing and signed by
the L/C Issuer in addition to the Lenders required above, affect the rights or
duties of the L/C Issuer under this Agreement or any Issuer Document relating to
any Letter of Credit issued or to be issued by it; (ii) no amendment,
waiver or consent shall, unless in writing and signed by the Swing Line Lender
in addition to the Lenders required above, affect the rights or duties of the
Swing Line Lender under this Agreement; (iii) no amendment, waiver or
consent shall,
unless in writing and signed by the Administrative Agent or the Collateral Agent
in addition to the Lenders required above, affect the rights or duties of the
Administrative Agent or the Collateral Agent under this Agreement or any other
Loan Document; and (iv) the Fee Letter may be amended, or rights or
privileges thereunder waived, in a writing executed only by the parties
thereto.  Notwithstanding anything to the contrary herein, no
Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder, except that the Commitment of such Lender may not
be increased or extended without the consent of such Lender.  No
amendment or waiver of any provision of the Intercreditor Agreement shall be
effective unless consented to in writing by the Required Lenders (and as
otherwise required in the Intercreditor Agreement), and each such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.
  10.02  Notices;
Effectiveness; Electronic Communication .
  (a)  Notices
Generally.  Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b) below), all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by
telecopier, or email as follows, and all notices and other communications
expressly permitted
  
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 hereunder
to be given by telephone shall be made to the applicable telephone number, as
follows:
  (b)  if to the
Borrower, the Administrative Agent, the Collateral Agent, the L/C Issuer or the
Swing Line Lender, to the address, telecopier number, electronic mail address or
telephone number specified for such Person on Schedule10.02;
and
  (c)  if to any
other Lender, to the address, telecopier number, electronic mail address or
telephone number specified in its Administrative Questionnaire.
  Notices
sent by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices sent by
telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next Business Day for the
recipient).  Notices delivered through electronic communications to
the extent provided in subsection (b) below, shall be effective as provided
in such subsection (b).
 
 (d)  Electronic
Communications.  Notices and other communications to the
Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to
procedures approved by the Administrative Agent, provided that the
foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to
Article II if
such Lender or the L/C Issuer, as applicable, has notified the Administrative
Agent that it is incapable of receiving notices under such Article by electronic
communication.  The Administrative Agent or the Borrower may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications
pursuant to procedures approved by it, provided that
approval of such procedures may be limited to particular notices or
communications.
 
 Unless
the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by
the “return receipt requested” function, as available, return e-mail or other
written acknowledgement), provided that if such
notice or other communication is not sent during the normal business hours of
the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next Business Day for the recipient, and
(ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at
its e-mail address as described in the foregoing clause (i) of notification
that such notice or communication is available and identifying the website
address therefor.
 
 (e)The
Platform.  THE PLATFORM IS PROVIDED “AS IS” AND “AS
AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE
ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE
PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE
BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES
OR
  
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 OTHER
CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER
MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent
or any of its Related Parties (collectively, the “Agent Parties”) have
any liability to the Borrower, any Lender, the L/C Issuer or any other Person
for losses, claims, damages, liabilities or expenses of any kind (whether in
tort, contract or otherwise) arising out of the Borrower’s or the Administrative
Agent’s transmission of the Borrower Materials through the Internet, except to
the extent that such losses, claims, damages, liabilities or expenses are
determined by a court of competent jurisdiction by a final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Agent Party; provided, however, that in no
event shall any Agent Party have any liability to the Borrower, any Lender, the
L/C Issuer or any other Person for indirect, special, incidental, consequential
or punitive damages (as opposed to direct or actual damages).
 
 (f)  Effectiveness of Facsimile
Documents and Signatures.  Loan Documents may be transmitted
and/or signed by facsimile.  The effectiveness of any such documents
and signatures shall, subject to applicable Law, have the same force and effect
as manually-signed originals and shall be binding on all Loan Parties, the
Administrative Agent, the Collateral Agent, the L/C Issuer and the
Lenders.  The Administrative Agent may also require that any such
documents and signatures be confirmed by a manually-signed original thereof;
provided,
however, that the failure to request or deliver the same shall not limit
the effectiveness of any facsimile document or signature.
 
 (g)  Change of Address,
Etc.  Each of the Borrower, the Administrative Agent, the L/C
Issuer and the Swing Line Lender may change its address, telecopier or telephone
number for notices and other communications hereunder by notice to the other
parties hereto.  Each other
Lender may change its address, telecopier or telephone number for notices and
other communications hereunder by notice to the Borrower, the Administrative
Agent, the L/C Issuer and the Swing Line Lender.  In addition, each
Lender agrees to notify the Administrative Agent from time to time to ensure
that the Administrative Agent has on record (i) an effective address,
contact name, telephone number, telecopier number and electronic mail address to
which notices and other communications may be sent and (ii) accurate wire
instructions for such Lender.
 
 (h)Reliance by Administrative
Agent, L/C Issuer and Lenders.The Administrative
Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any
notices (including telephonic Committed Loan Notices and Swing Line Loan
Notices) purportedly given by or on behalf of the Borrower even if (i) such
notices were not made in a manner specified herein, were incomplete or were not
preceded or followed by any other form of notice specified herein, or
(ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof.  The Borrower shall indemnify the Administrative
Agent, the L/C Issuer, each Lender and the Related Parties of each of them 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 except
to the extent that such losses, claims, damages, liabilities or expenses are
determined by a court of competent jurisdiction by a final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Person.  All telephonic notices to and other telephonic
communications with the Administrative Agent may
  
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 be
recorded by the Administrative Agent, and each of the parties hereto hereby
consents to such recording.
  10.03  No
Waiver; Cumulative Remedies .  No failure by any
Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by
any such Person in exercising, any right, remedy, power or privilege hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights, remedies, powers and privileges herein
provided are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law.
  10.04  Expenses;
Indemnity; Damage Waiver .
  (a)  Costs and
Expenses.  The Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and disbursements of external counsel
for the Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by the
L/C Issuer in connection with the issuance, amendment, renewal or extension of
any Letter of Credit or any demand for payment thereunder and (iii) all
reasonable out-of-pocket expenses incurred by the Administrative Agent, any
Lender or the L/C Issuer (including the fees, charges and disbursements of any
external counsel for the Administrative Agent, any Lender or the L/C Issuer), in
connection with the enforcement or protection of its rights (A) in
connection with this Agreement and the other
Loan Documents, including its rights under this Section, or (B) in
connection with the Loans made or Letters of Credit issued hereunder, including
all such reasonably out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of
Credit.
 
 (b)Indemnification by the
Borrower.  The Borrower shall indemnify the Administrative
Agent (and any sub-agent thereof), each other Agent, each Lender and the L/C
Issuer, and each Related Party of any of the foregoing Persons (each such Person
being called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses (including the fees, charges and disbursements
of any external counsel for any Indemnitee), incurred by any Indemnitee or
asserted against any Indemnitee by any third party or by any Loan Party or any
Subsidiary thereof arising out of, in connection with, as a result of or in any
other way associated with (i) the execution or delivery of this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby or
thereby, and the performance by the parties hereto of their respective
obligations hereunder or thereunder, (ii) the Collateral, the Loan Documents and
consummation of the transactions or events (including the enforcement or defense
thereof and any occupation, operation, use or maintenance of Collateral or other
property of a Loan Party) at any time associated therewith or contemplated
therein, (iii) any Loan or Letter of Credit or the use or proposed use of the
proceeds therefrom (including any refusal by the L/C Issuer to honor a demand
for payment under a Letter of Credit if the documents presented in connection
with
  
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 such
demand do not strictly comply with the terms of such Letter of Credit),
(iv) any actual or alleged presence or release of Hazardous Materials on or
from any property owned or operated by any Loan Party or any Subsidiary thereof,
or any Environmental Liability related in any way to any Loan Party or any
Subsidiary thereof, or (v) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory, whether brought by a third party or by any
Loan Party or any Subsidiary thereof, and regardless of whether any Indemnitee
is a party thereto, in all cases, whether or not caused by or arising, in whole
or in part, out of the comparative, contributory or sole negligence of the
Indemnitee; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses (x) are determined
by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or
(y) result from a claim brought by the Borrower or any other Loan Party
against an Indemnitee for breach in bad faith of such Indemnitee’s obligations
hereunder or under any other Loan Document, if the Borrower or such Loan Party
has obtained a final and nonappealable judgment in its favor on such claim as
determined by a court of competent jurisdiction.
 
 (c)  Reimbursement by
Lenders.  To the extent that the Borrower for any reason fails
to indefeasibly pay any amount required under subsection (a) or (b) of
this Section to be paid by it to the Administrative Agent (or any sub-agent
thereof), each other Agent, the L/C Issuer or any Related Party of any of the
foregoing, each Lender severally agrees to pay to the Administrative Agent (or
any such sub-agent), the L/C Issuer or such Related Party, as the case may be,
such Lender’s Applicable Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount, provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case
may be, was incurred by or asserted against the Administrative Agent (or any
such sub-agent) or the L/C Issuer in its capacity as such, or against any
Related Party of any of the foregoing acting for the Administrative Agent (or
any such sub-agent) or L/C Issuer in connection with such
capacity.  The obligations of the Lenders under this
subsection (c) are subject to the provisions of Section 2.12(d).
 
 (d)Waiver of Consequential
Damages, Etc.  To the fullest extent permitted by applicable
law, the Borrower shall not assert, and hereby waives, any claim against any
Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement, any other Loan Document or
any agreement or instrument contemplated hereby, the transactions contemplated
hereby or thereby, any Loan or Letter of Credit or the use of the proceeds
thereof.  No Indemnitee referred to in subsection (b) above shall
be liable for any damages arising from the use by unintended recipients of any
information or other materials distributed to such unintended recipients by such
Indemnitee through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby other than for
direct or actual damages resulting from the gross negligence or willful
misconduct of such Indemnitee as determined by a final and nonappealable
judgment of a court of competent jurisdiction.
  
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 (e)  Payments.  All
amounts due under this Section shall be payable not later than ten Business Days
after demand therefor.
  (f)  Survival.  The
agreements in this Section shall survive the resignation of the Administrative
Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender,
the termination of the Aggregate Commitments and the repayment, satisfaction or
discharge of all the other Obligations.
 
 10.05  Payments
Set Aside .  To the extent
that any payment by or on behalf of the Borrower is made to the Administrative
Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer
or any Lender exercises its right of setoff, and such payment or the proceeds of
such setoff or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent, the L/C Issuer or such
Lender in its discretion) to be repaid to a trustee, receiver or any other
party, in connection with any proceeding under any Debtor Relief Law or
otherwise, then (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such setoff had
not occurred, and (b) each Lender and the L/C Issuer severally agrees to
pay to the Administrative Agent upon demand its applicable share (without
duplication) of any amount so recovered from or repaid by the Administrative
Agent, plus interest thereon from the date of such demand to the date such
payment is made at a rate per annum equal to the Federal Funds Rate from time to
time in effect.  The obligations of the Lenders and the L/C Issuer
under clause (b) of the preceding sentence shall survive the payment in
full of the Obligations and the termination of this Agreement.
  
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 10.06 Successors and Assigns .
  (a)  Successors and Assigns
Generally.  The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that the Borrower may not assign
or otherwise transfer any of its rights or obligations hereunder without the
prior written consent of the Administrative Agent and each Lender and no Lender
may assign or otherwise transfer any of its rights or obligations hereunder
except (i) to an assignee in accordance with the provisions of
subsection (b) of this Section, (ii) by way of participation in
accordance with the provisions of subsection (d) of this Section, or
(iii) by way of pledge or assignment of a security interest subject to the
restrictions of subsection (f) of this Section (and any other
attempted assignment or transfer by any party hereto shall be null and
void).  Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent
provided in subsection (d) of this Section and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent,
the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.
  (b)  Assignments by
Lenders.  Any Lender may at any time assign to one or more
assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans (including for
purposes of this subsection (b), participations in L/C Obligations and in
Swing Line Loans) at the time owing to it); provided that any
such assignment shall be subject to the following conditions:
  (c)  Minimum
Amounts.
 
 (A)  in the
case of an assignment of the entire remaining amount of the assigning Lender’s
Commitment and the Loans at the time owing to it or in the case of an assignment
to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount
need be assigned; and
 
 (B)  in any
case not described in subsection (b)(i)(A) of this Section, the aggregate amount
of the Commitment (which for this purpose includes Loans outstanding thereunder)
or, if the Commitment is not then in effect, the principal outstanding balance
of the Loans of the assigning Lender subject to each such assignment, determined
as of the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent or, if “Trade Date” is specified in the
Assignment and Assumption, as of the Trade Date, shall not be less than
$5,000,000unless
each of the Administrative Agent and, so long as no Event of Default has
occurred and is continuing, the Borrower otherwise consents (each such consent
not to be unreasonably withheld or delayed); provided, however, that
concurrent assignments to members of an Assignee Group and concurrent
assignments from members of an Assignee Group to a single assignee (or to an
assignee and members of its Assignee Group) will be treated as a single
assignment for purposes of determining whether such minimum amount has been
met.
  (d)Proportionate
Amounts.  Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and
obligations under this Agreement with respect to the Loans or the Commitment
assigned, except that this clause (ii) shall not apply to the Swing Line
Lender’s rights and obligations in respect of Swing Line Loans;
  (e)  Required
Consents.  No consent shall be required for any assignment
except to the extent required by subsection (b)(i)(B) of this Section and,
in addition:
 
 (A)  the
consent of the Borrower (such consent not to be unreasonably withheld or
delayed) shall be required unless (1) an Event of Default has occurred and
is continuing at the time of such assignment or (2) such assignment is to a
Lender, an Affiliate of a Lender or an Approved Fund;
 
 (B)  the
consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required if such assignment is to a Person that is
not a Lender, an Affiliate of such Lender or an Approved Fund with respect to
such Lender;
 
 (C)  the
consent of the L/C Issuer (such consent not to be unreasonably withheld or
delayed) shall be required for any assignment that increases the
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 obligation
of the assignee to participate in exposure under one or more Letters of Credit
(whether or not then outstanding); and
 
 (D)  the
consent of the Swing Line Lender (such consent not to be unreasonably withheld
or delayed) shall be required for any assignment unless such assignment is to a
Lender, an Affiliate of a Lender or an Approved Fund.
  (f)  Assignment and
Assumption.  The parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Assumption, together with
a processing and recordation fee in the amount, if any, required as set forth in
Schedule 10.06;
provided, however, that the
Administrative Agent may, in its sole discretion, elect to waive such processing
and recordation fee in the case of any assignment.  The assignee, if
it is not a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire.
  (g)  No Assignment to the
Borrower.  No such assignment shall be made to the Borrower or
any of the Borrower’s Affiliates or Subsidiaries.
  (h)  No Assignment to Natural
Persons.  No such assignment shall be made to a natural
person.
  Subject
to acceptance and recording thereof by the Administrative Agent pursuant to
subsection (c) of this Section, from and after the effective date specified
in each Assignment and Assumption, the assignee thereunder shall be a party to
this Agreement and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under
this Agreement, such Lender shall cease to be a party hereto)
but shall continue to be entitled to the benefits of Sections 3.01,
3.04, 3.05, and 10.04 with respect to
facts and circumstances occurring prior to the effective date of such
assignment.  Upon request, the Borrower (at its expense) shall execute
and deliver a Note to the assignee Lender.  Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply
with this subsection shall be treated for purposes of this Agreement as a sale
by such Lender of a participation in such rights and obligations in accordance
with subsection (d) of this Section.
 (i)  Register.  The
Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at the Administrative Agent’s Office a copy of each
Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal
amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the
terms hereof from time to time (the “Register”).  The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the
Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.
 
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  (j)  Participations.  Any
Lender may at any time, without the consent of, or notice to, the Borrower or
the Administrative Agent, sell participations to any Person (other than a
natural person or the Borrower or any of the Borrower’s Affiliates or
Subsidiaries) (each, a “Participant”) in all
or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such
Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to
it); provided
that (i) such Lender’s obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (iii) the
Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall
continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement.
  Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of
any  provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification
described in the first proviso to Section 10.01
that affects such Participant.  Subject to subsection (e) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.01,
3.04 and 3.05to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to
subsection (b) of this Section.  To the extent permitted by law,
each Participant also shall be entitled to the benefits of Section 10.08as though it were a
Lender, provided such
Participant agrees to be subject to Section 2.13 as
though it were a Lender.
 
 (k)  Limitations upon Participant
Rights.  A Participant shall not be entitled to receive any
greater payment under Section 3.01 or 3.04than 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 that would be a Foreign Lender if it were a
Lender 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 3.01(e)
as though it were a Lender.
 
 (l)Certain
Pledges.  Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided
that no such pledge or assignment shall release such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.
 
 (m)Electronic Execution of
Assignments.  The words “execution,” “signed,” “signature,” and
words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of
which shall be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based recordkeeping system, as
the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and
National
  
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 Commerce
Act, the New York State Electronic Signatures and Records Act, or any other
similar state laws based on the Uniform Electronic Transactions
Act.
  (n)  Resignation as L/C Issuer or
Swing Line Lender after Assignment.  Notwithstanding anything
to the contrary contained herein, if at any time Bank of America assigns all of
its Commitment and Loans pursuant to subsection (b) above, Bank of America
may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as
L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as
Swing Line Lender.  In the event of any such resignation as L/C Issuer
or Swing Line Lender, the Borrower shall be entitled to appoint from among the
Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no
failure by the Borrower to appoint any such successor shall affect the
resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case
may be.  If Bank of America resigns as L/C Issuer, it shall retain all
the rights, powers, privileges and duties of the L/C Issuer hereunder with
respect to all Letters of Credit outstanding as of the effective date of its
resignation as L/C Issuer and all L/C Obligations with respect thereto
(including the right to require the Lenders to make Base Rate Committed Loans or
fund risk participations in Unreimbursed Amounts pursuant to Section
2.03(c)).  If Bank of America resigns as Swing Line Lender, it
shall retain all the rights of the Swing Line Lender provided for hereunder with
respect to Swing Line Loans made by it and outstanding as of the effective date
of such resignation, including the right to require the Lenders to make Base
Rate Committed Loans or fund risk participations in outstanding Swing Line Loans
pursuant to Section
2.04(c).  Upon the appointment of a successor L/C Issuer and/or
Swing Line Lender, (a) such successor shall succeed to and become vested
with all of the rights, powers, privileges and duties of the retiring L/C Issuer
or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer
shall issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangements
satisfactory to Bank of America to effectively assume the obligations of Bank of
America with respect to such Letters of Credit.
  Treatment of Certain Information;
Confidentiality .  Each
of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain
the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and to its and its
Affiliates’ respective partners, directors, officers, employees, agents,
advisors and representatives (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to
the extent requested by any regulatory authority purporting to have jurisdiction
over it (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process,
(d) to any other party hereto, (e) in connection with the exercise of
any remedies hereunder or under any other Loan Document or any action or
proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to
(i) any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement or
(ii) any actual or prospective counterparty (or its advisors) to any swap
or derivative transaction relating to the Borrower and its obligations,
(g) with the consent of the Borrower or (h) to the extent such
Information (x) becomes publicly available other than as a result of a
breach of this
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 Section
or (y) becomes available to the Administrative Agent, any Lender, the L/C
Issuer or any of their respective Affiliates on a nonconfidential basis from a
source other than the Borrower.
  For
purposes of this Section, “Information” means
all information received from the Borrower or any Subsidiary relating to the
Borrower or any Subsidiary or any of their respective businesses, other than any
such information that is available to the Administrative Agent, any Lender or
the L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or
any Subsidiary, provided that, in the
case of information received from the Borrower or any Subsidiary after the date
hereof, such information is clearly identified at the time of delivery as
confidential.  Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.
  Each of
the Administrative Agent, the Lenders and the L/C Issuer acknowledges that
(a) the Information may include material non-public information concerning
the Borrower or a Subsidiary, as the case may be, (b) it has developed
compliance procedures regarding the use of material non-public information and
(c) it will handle such material non-public information in accordance with
applicable Law, including Federal and state securities Laws.
  10.08  Deposit
Accounts; Right of Setoff .  Each Loan Party
hereby grants to L/C Issuer and each Lender a security interest, a Lien, and a
right of offset, each of which shall be in addition to all other interests,
Liens, and rights of L/C Issuer or any Lender at common Law, under the Loan
Documents, or otherwise, to secure the repayment of the Obligations, the Cash
Management Obligations and the Secured Swap Obligations upon and against (a) any
and all moneys, securities or other property (and the proceeds therefrom) of
such Loan Party now or hereafter held or received by or in transit to L/C Issuer
or any Lender from or for the account of such Loan Party, whether for
safekeeping, custody, pledge, transmission, collection or otherwise, (b) any and
all deposits (general or special, time or demand, provisional or final, in
whatever currency)
of such Loan Party with L/C Issuer or any Lender, and (c) any other credits and
claims of such Loan Party at any time existing against L/C Issuer or any Lender,
including claims under certificates of deposit.  If an Event of
Default shall have occurred and be continuing, each Lender, the L/C Issuer and
each of their respective Affiliates is hereby authorized at any time and from
time to time, to the fullest extent permitted by applicable law, to foreclose
upon such Lien and/or to set off and apply any and all deposits (general or
special, time or demand, provisional or final, in whatever currency) at any time
held and other obligations (in whatever currency) at any time owing by such
Lender, the L/C Issuer or any such Affiliate to or for the credit or the account
of the Borrower or any other Loan Party against any and all of the Obligations,
the Cash Management Obligations and the Secured Swap Obligations to such Lender
or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer
shall have made any demand under this Agreement or any other Loan Document and
although such obligations of the Borrower or such Loan Party may be contingent
or unmatured or are owed to a branch or office of such Lender or the L/C Issuer
different from the branch or office holding such deposit or obligated on such
indebtedness.  The rights of each Lender, the L/C Issuer and their
respective Affiliates under this Section are in addition to other rights and
remedies (including other rights of setoff) that such Lender, the L/C Issuer or
their respective Affiliates may have.  Each Lender and the L/C Issuer
agrees to notify the Borrower and the Administrative
  
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 Agent
promptly after any such foreclosure or such setoff and application, provided that the
failure to give such notice shall not affect the validity of such foreclosure or
such setoff and application.  The remedies of foreclosure and offset
are separate and cumulative, and either may be exercised independently of the
other without regard to procedures or restrictions applicable to the
other.
  10.09 Interest
Rate Limitation .  Notwithstanding
anything to the contrary contained in any Loan Document, the interest paid or
agreed to be paid under the Loan Documents shall not exceed the maximum rate of
non-usurious interest permitted by applicable Law (the “Maximum
Rate”).  If the Administrative Agent or any Lender shall
receive interest in an amount that exceeds the Maximum Rate, the excess interest
shall be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the Borrower.  In determining whether the
interest contracted for, charged, or received by the Administrative Agent or a
Lender exceeds the Maximum Rate, such Person may, to the extent permitted by
applicable Law, (a) characterize any payment that is not principal as an
expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate,
and spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Obligations hereunder.
  10.10  Counterparts;
Integration; Effectiveness .  This Agreement
may be executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract.  This Agreement and
the other Loan Documents constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof.  Except as provided in Section 4.01, this
Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of
the other parties hereto.  Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this
Agreement.  10.11  Survival
of Representations and Warranties .  All
representations and warranties made hereunder and in any other Loan Document or
other document delivered pursuant hereto or thereto or in connection herewith or
therewith shall survive the execution and delivery hereof and
thereof.  Such representations and warranties have been or will be
relied upon by the Administrative Agent and each Lender, regardless of any
investigation made by the Administrative Agent or any Lender or on their behalf
and notwithstanding that the Administrative Agent or any Lender may have had
notice or knowledge of any Default at the time of any Credit Extension, and
shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit
shall remain outstanding.
  10.12 Severability .  If any provision
of this Agreement or the other Loan Documents is held to be illegal, invalid or
unenforceable, (a) the legality, validity and enforceability of the
remaining provisions of this Agreement and the other Loan Documents shall not be
affected or impaired thereby and (b) the parties shall endeavor in good
faith negotiations to replace the illegal, invalid or unenforceable provisions
with valid provisions the economic effect of which
  
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 comes as
close as possible to that of the illegal, invalid or unenforceable
provisions.  The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
  10.13  Replacement
of Lenders .  If any Lender
requests compensation under Section 3.04, or
if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01, or
if any Lender is a Defaulting Lender or in connection with any proposed
amendment, modification, termination, waiver or consent with respect to any of
the provisions hereof as contemplated by Section 10.01, the
consent of Required Lenders shall have been obtained but the consent of one or
more of such other Lenders whose consent is required shall not have been
obtained, if any other circumstance exists hereunder that gives the Borrower the
right to replace a Lender as a party hereto, then the Borrower may, at its sole
expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance with
and subject to the restrictions contained in, and consents required by, Section 10.06),
all of its interests, rights and obligations under this Agreement and the
related Loan Documents to an assignee that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment), provided
that:
  (a)  the
Borrower shall have paid to the Administrative Agent the assignment fee
specified in Section
10.06(b);
 
 (b)  such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and L/C Advances, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder and under the other Loan Documents
(including any amounts under Section 3.05)
from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other
amounts);
  Section 3.04 Section 3.01
 (d)  such
assignment does not conflict with applicable Laws.
  A Lender
shall not be required to make any such assignment or delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to
apply.
  10.14  Governing
Law; Jurisdiction; Etc.
  (a)  GOVERNING
LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
  (b)  SUBMISSION TO
JURISDICTION.  THE BORROWER AND EACH OTHER LOAN PARTY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW
YORK COUNTY AND OF
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 THE
UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY
APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL
COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY
SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL
AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY
OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS
PROPERTIES IN THE COURTS OF ANY JURISDICTION.
 
 (c)  WAIVER OF
VENUE.  THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS
SECTION.  EACH OF THE PARTIES HERETO HEREBY AGREES THAT SECTIONS 5-1401
AND 4-1402 OF
THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK SHALL APPLY TO THE LOAN DOCUMENTS AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM
TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH
COURT.
 
 (d)SERVICE OF
PROCESS.  IN FURTHERANCE OF THE FOREGOING, BORROWER AND EACH
GUARANTOR HEREBY IRREVOCABLY DESIGNATES AND APPOINTS CT CORPORATION
SYSTEM,  111 EIGHTH AVENUE , NEW YORK, NEW YORK 10011, AS AGENT OF
BORROWER AND EACH GUARANTOR TO RECEIVE SERVICE OF ALL PROCESS BROUGHT AGAINST
BORROWER OR SUCH GUARANTOR WITH RESPECT TO ANY SUCH PROCEEDING IN ANY SUCH COURT
IN NEW YORK, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY BORROWER AND EACH
GUARANTOR TO BE EFFECTIVE AND BINDING SERVICE IN EVERY
RESPECT.  COPIES OF ANY SUCH PROCESS SO SERVED SHALL ALSO BE SENT BY
REGISTERED MAIL TO BORROWER OR SUCH GUARANTOR AT ITS ADDRESS SET FORTH BELOW,
BUT THE FAILURE OF BORROWER OR SUCH GUARANTOR TO RECEIVE SUCH COPIES SHALL NOT
AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS AS AFORESAID.  BORROWER
AND EACH GUARANTOR SHALL FURNISH TO ADMINISTRATIVE AGENT, L/C ISSUER AND LENDERS
A CONSENT OF CT CORPORATION SYSTEM AGREEING TO ACT HEREUNDER PRIOR TO
THE
  
 110
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 EFFECTIVE
DATE OF THIS AGREEMENT.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF
ADMINISTRATIVE AGENT, L/C ISSUER AND LENDERS TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF ADMINISTRATIVE AGENT, L/C
ISSUER AND LENDERS TO BRING PROCEEDINGS AGAINST BORROWER OR EACH GUARANTOR IN
THE COURTS OF ANY OTHER JURISDICTION.  IF FOR ANY REASON CT
CORPORATION SYSTEM SHALL RESIGN OR OTHERWISE CEASE TO ACT AS BORROWER’S OR EACH
GUARANTOR’S AGENT, BORROWER AND SUCH GUARANTOR HEREBY IRREVOCABLY AGREES TO (A)
IMMEDIATELY DESIGNATE AND APPOINT A NEW AGENT REASONABLY ACCEPTABLE TO
ADMINISTRATIVE AGENT TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW
AGENT SHALL BE DEEMED TO BE SUBSTITUTED FOR CT CORPORATION SYSTEM FOR ALL
PURPOSES HEREOF AND (B) PROMPTLY DELIVER TO ADMINISTRATIVE AGENT THE WRITTEN
CONSENT (IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT)
OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.
  10.15  Waiver
of Jury Trial and Special Damages .  EACH PARTY HERETO
AND EACH OTHER LOAN PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH
PARTY HERETO AND EACH OTHER LOAN PARTY (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.  EACH LOAN PARTY AND EACH LENDER HEREBY FURTHER (A)
IRREVOCABLY WAIVE, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY
HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY “SPECIAL DAMAGES,” AS
DEFINED BELOW, (B) CERTIFY THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT
OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR
IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVERS, AND (C) ACKNOWLEDGE THAT IT HAS BEEN INDUCED TO ENTER
INTO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
CONTAINED IN THIS SECTION.  AS USED IN THIS SECTION, “SPECIAL DAMAGES”
INCLUDES ALL SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (REGARDLESS
OF HOW NAMED), BUT DOES NOT INCLUDE ANY PAYMENTS OR FUNDS WHICH ANY PARTY HERETO
HAS EXPRESSLY PROMISED TO PAY OR DELIVER TO ANY OTHER PARTY HERETO.
  
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 10.16  No
Advisory or Fiduciary Responsibility .  In connection
with all aspects of each transaction contemplated hereby, the Borrower and each
other Loan Party acknowledges and agrees, and acknowledges its Affiliates’
understanding, that:  (i) the credit facility provided for
hereunder and any related arranging or other services in connection therewith
(including in connection with any amendment, waiver or other modification hereof
or of any other Loan Document) are an arm’s-length commercial transaction
between the Borrower, each other Loan Party and their respective Affiliates, on
the one hand, and the Administrative Agent, the Syndication Agent and the
Arrangers, on the other hand, and the Borrower and each other Loan Party is
capable of evaluating and understanding and understands and accepts the terms,
risks and conditions of the transactions contemplated hereby and by the other
Loan Documents (including any amendment, waiver or other modification hereof or
thereof); (ii) in connection with the process leading to such transaction,
the Administrative Agent, the Syndication Agent and any Arranger each is and has
been acting solely as a principal and is not the financial advisor, agent or
fiduciary, for the Borrower, any other Loan Party or any of their respective
Affiliates, stockholders, creditors or employees or any other Person;
(iii) neither the Administrative Agent, the Syndication Agent nor any
Arranger has assumed or will assume an advisory, agency or fiduciary
responsibility in favor of the Borrower or any other Loan Party with respect to
any of the transactions contemplated hereby or the process leading thereto,
including with respect to any amendment, waiver or other modification hereof or
of any other Loan Document (irrespective of whether the Administrative Agent,
the Syndication Agent or any Arranger advised or is currently advising the
Borrower, any other Loan Party or any of their respective Affiliates on other
matters) and neither the Administrative Agent, the Syndication Agent nor any
Arranger has any obligation to the Borrower, any other Loan Party or any of
their respective Affiliates with respect to the transactions contemplated hereby
except those obligations expressly set forth herein and in the other Loan
Documents; (iv) the Administrative Agent, the Syndication Agent and each
Arranger and their respective Affiliates may be engaged in a
broad range of transactions that involve interests that differ from those of the
Borrower, the other Loan Parties and their respective Affiliates, and neither
the Administrative Agent nor the Arranger has any obligation to disclose any of
such interests by virtue of any advisory, agency or fiduciary relationship; and
(v) the Administrative Agent, the Syndication Agent and each Arranger have
not provided and will not provide any legal, accounting, regulatory or tax
advice with respect to any of the transactions contemplated hereby (including
any amendment, waiver or other modification hereof or of any other Loan
Document) and each of the Borrower and the other Loan Parties has consulted its
own legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate.  Each of the Borrower and the other Loan Parties hereby
waives and releases, to the fullest extent permitted by law, any claims that it
may have against the Administrative Agent, the Syndication Agent and any
Arranger with respect to any breach or alleged breach of agency or fiduciary
duty. 
 10.17  USA
PATRIOT Act Notice .  Each Lender that
is subject to the Act (as hereinafter defined) and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies the Borrower that
pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the “Act”), it is required
to obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow such Lender or the Administrative Agent, as applicable, to
identify the Borrower in accordance with the Act.
  
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 10.18  No General Partner's
Liability.The Administrative Agent and the Lenders agree for
themselves and their respective successors and assigns, including any subsequent
holder of any Note, that no claim under this Agreement or under any other Loan
Document shall be made against General Partner, and that no judgment, order or
execution entered in any suit, action or proceeding, whether legal or equitable,
hereunder or on any other Loan Document shall be obtained or enforced, against
General Partner or its assets for the purpose of obtaining satisfaction and
payment of amounts owed under this Agreement or any other Loan
Document.
 
 10.19  Time
of the Essence. Time is
of the essence of the Loan Documents.
 
 10.20  ENTIRE
AGREEMENT .THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN
ORAL AGREEMENTS AMONG THE PARTIES.
  [Remainder
of page intentionally left blank.]
  
 Table of Contents
 
 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be duly executed as
of the date first above written.
  
  TARGA
RESOURCES PARTNERS LP
  
  By:     Targa
Resources GP LLC, its sole general partner
  
  
  
  By:    /s/ Howard M.
Tate
  Howard M. Tate
  Vice President – Finance and
Assistant Treasurer
  
   
 
 [Credit
Agreement Signature Page]
 
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 BANK OF AMERICA, N.A.,as Administrative
Agent
  
  
  By:              /s/ Todd Mac
Neill
  Name:  Todd Mac
Neill
  Title:    Vice
President
  
 [Credit
Agreement Signature Page]
 
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 BANK OF AMERICA, N.A.,as a
Lender,
  L/C
Issuer and Swing Line Lender
  
  
  By:              /s/ Adam H.
Fey
  Name:  Adam H.
Fey
  Title:    Vice
President
  
 [Credit
Agreement Signature Page]
 
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 WACHOVIA BANK, NATIONAL
ASSOCIATION,as Syndication Agent and
as a Lender
 
 
 
 
 By:              /s/ Paul
Pritchett
  Name:   Paul
Pritchett
  Title:     Vice
President
  
 [Credit
Agreement Signature Page]
 
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 MERRILL LYNCH CAPITAL, A DIVISION OF
MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.,as
  Co-Documentation
Agent and as a Lender
  
  
  By:              /s/ Gregory
Hanson
  Name:   Gregory
Hanson
  Title:     Vice
President
  
 [Credit
Agreement Signature Page]
 
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 ROYAL BANK OF CANADA,as
  Co-Documentation
Agent and as a Lender
  
  
  By:              /s/ Scott
Gildea
  Name:   Scott
Gildea
  Authorized Signatory
  
 [Credit
Agreement Signature Page]
 
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 THEROYAL BANK OF SCOTLANDPLC,as
  Co-Documentation
Agent and as a Lender
  
  
  By:              /s/ Brian
Smith
  Name:   Brian
Smith
  Title:     Vice
President
  
 [Credit
Agreement Signature Page]
 
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 BNP PARIBAS, as a
Lender
  
  
  By:                   /s/ Mark A.
Cox
  Name:    Mark A.
Cox
  Title:      Director
  By:                   /s/ Greg
Smothers
  Name:    Greg
Smothers
  Title:      Vice
President
  
 [Credit
Agreement Signature Page]
 
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 SOCIÉTÉ GÉNÉRALE, as a
Lender
  
  
  By:              /s/ Elena
Robciuc
  Name:   Elena
Robciuc
  Title:     Vice
President
  
 [Credit
Agreement Signature Page]
 
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 BMO CAPITAL MARKETS FINANCING,
INC., as a Lender
  
  
  By:                   /s/ Cahal
Carmody
  Name:    Cahal
Carmody
  Title:      Vice
President
  
 [Credit
Agreement Signature Page]
 
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 ABN AMRO BANK N.V., as a
Lender
  
  
  By:                   /s/ Jim
Moyes
  Name:    Jim
Moyes
  Title:      Managing
Director
  By:                   /s/ John
Reed
  Name:    John
Reed
  Title:      Director
  
 [Credit
Agreement Signature Page]
 
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 THE BANK OF NOVA SCOTIA, as a
Lender
  
  
  By:                   /s/Gregory E.
George
  Name:    Gregory E.
George
  Title:       Managing
Director
  
 [Credit
Agreement Signature Page]
 
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 CITIBANK, N.A., as a
Lender
  
  
  By:              /s/ Ashish
Sethi
  Name:    Ashish
Sethi
  Title:      Attorney-in-Fact
  
 [Credit
Agreement Signature Page]
 
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 AMEGY BANK NATIONAL
ASSOCIATION, as a Lender
  
  
  By:              /s/ W. Bryan
Chapman
  Name:    W. Bryan
Chapman
  Title:       Senior
Vice President
  
 [Credit
Agreement Signature Page]
 
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 COMPASS BANK, as a
Lender
  
  
  By:              /s/ Murray E.
Brasseux
  Name:    Murray E.
Brasseux
  Title:      Executive
Vice President
  
 [Credit
Agreement Signature Page]
 
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 U.S. BANK NATIONAL
ASSOCIATION, as a Lender
  
  
  By:              /s/ Tracy L.
Harnisch
  Name:    Tracy L.
Harnisch
  Title:      Assistant
Vice President
  
 [Credit
Agreement Signature Page]
 
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 FORTIS CAPITAL CORP., as a
Lender
  
  
  By:              /s/ Darrell
Holley
  Name:    Darrell
Holley
  Title:      Managing
Director
  By:                   /s/ David
Montgomery
  Name:    David
Montgomery
  Title:      Senior
Vice President
  
 [Credit
Agreement Signature Page]
 
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 JPMORGAN CHASE BANK, N.A., as
a Lender
  
  
  By:              /s/ Kevin J.
Utsey
  Name:   Kevin J.
Utsey
  Title:     Vice
President
  
 [Credit
Agreement Signature Page]
 
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 COMERICA BANK, as a
Lender
  
  
  By:              /s/ Josh
Strong
  Name:    Josh
Strong
  Title:     Corporate
Banking Officer
  
 [Credit
Agreement Signature Page]
 
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 GUARANTY BANK, as a
Lender
  
  
  By:              /s/ Jim R.
Hamilton
  Name:    Jim R.
Hamilton
  Title:      Senior
Vice President
  
 [Credit
Agreement Signature Page]
 
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 NATIXIS, as a
Lender
  
  
  By:              /s/ Louis P. Laville,
III
  Name:    Louis P.
Laville, III
  Title:      Managing
Director
  By:              /s/ Daniel
Payer
  Name:    Daniel
Payer
  Title:      Director
  
 [Credit
Agreement Signature Page]
 
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 UBS LOAN FINANCE LLC, as a
Lender
  
  
  By:              /s/ Richard L.
Tavrow
  Name:    Richard L.
Tavrow
  Title:      Director
  By:              /s/ Irja R.
Otsa
  Name:    Irja R.
Otsa
  Title:      Associate
Director
  
 [Credit
Agreement Signature Page]
 
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 LEHMAN BROTHERS COMMERCIAL
BANK, as a Lender
  
  
  By:              /s/ George
Janes
  Name:    George
Janes
  Title:      Chief
Credit Officer
  
 [Credit
Agreement Signature Page]
 
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 CREDIT SUISSE, as a
Lender
  
  
  By:              /s/ James
Moran
  Name:    James
Moran
  Title:      Managing
Director
  By:              /s/ Nupur
Kumar
  Name:    Nupur
Kumar
  Title:      Associate
  
 [Credit
Agreement Signature Page]
 
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 GOLDMAN SACHS CREDIT PARTNERS
L.P., as a Lender
  
  
  By:                   /s/ Mark
Walton
  Name:    Mark
Walton
  Title:      Authorized
Signatory
   
 
 [Credit
Agreement Signature Page]
 
 Table of Contents
 
 SCHEDULE
1.01
  CERTAIN
PERMITTED HEDGING PARTIES
  Bank of
America, N.A.
  Bank of
Montreal
  BP
Corporation North America Inc.
  BP
Products North America Inc.
  ConocoPhillips
Gas Power Marketing, a division of ConocoPhillips, Inc.
  Coral
Energy Resources LP
  Deutsche
Bank AG, New York Branch
  ExxonMobil
Corporation
  J. Aron
& Company
  JPMorgan
Chase Bank, N.A.
  Merrill
Lynch Commodities, Inc.
  Morgan
Stanley Capital Group, Inc.
  Sempra
Energy Trading Group.
  Shell
Trading (US) Company
  Société
Générale
  Wachovia
Bank, National Association
  *           In
each case, the Hedging Party shall be the Affiliate which is trading entity of
the counterparties specified above.
  
  
  
  
  
 Table of Contents
 
 SCHEDULE
2.01
  COMMITMENTS
  AND
APPLICABLE PERCENTAGES
  Lender
              Commitment
              Applicable
      PercentageBank
      of America, N.A.
              $29,750,000
              5.950000000%Wachovia
      Bank, National Association
              $29,750,000
              5.950000000%Merrill
      Lynch Capital
              $29,500,000
              5.900000000%The
      Royal Bank of Scotland plc
              $29,500,000
              5.900000000%Royal
      Bank of Canada
              $29,500,000
              5.900000000%BNP
      Paribas
              $25,000,000
              5.000000000%Société
      Générale
              $25,000,000
              5.000000000%BMO
      Capital Markets Financing, Inc.
              $25,000,000
              5.000000000%ANB
      AMRO Bank N.V.
              $25,000,000
              5.000000000%The
      Bank of Nova Scotia
              $25,000,000
              5.000000000%Citibank,
      NA
              $19,000,000
              3.800000000%Amegy
      Bank National Association
              $19,000,000
              3.800000000%Compass
      Bank
              $19,000,000
              3.800000000%U.S.
      Bank National Association
              $19,000,000
              3.800000000%Fortis
      Capital Corp.
              $19,000,000
              3.800000000%JPMorgan
      Chase Bank, N.A.
              $19,000,000
              3.800000000%Comerica
      Bank
              $19,000,000
              3.800000000%Guaranty
      Bank
              $19,000,000
              3.800000000%Natixis
              $19,000,000
              3.800000000%UBS
      Loan Finance LLC
              $14,000,000
              2.800000000%Lehman
      Brothers Commercial Bank
              $14,000,000
              2.800000000%Credit
      Suisse
              $14,000,000
              2.800000000%Goldman
      Sachs Credit Partners L.P.
              $14,000,000
              2.800000000%Total
              $500,000,000
              100.000000000%
  
  
 Table of Contents
 
 SCHEDULE
4.01
  SECURITY
DOCUMENTS
  1.
              Guaranty
      Agreement.
  2.
              Pledge
      and Security Agreement.
  3.
              Deed
      of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and
      Financing Statement from Targa North Texas LP, to PRLAP, Inc., as Trustee
      and Bank of America, N.A., as Collateral
Agent.
  4.
              Deed
      of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and
      Financing Statement from Targa Intrastate Pipeline LP to PRLAP, Inc., as
      Trustee and Bank of America, N.A., as Collateral
  Agent.
  5.
              UCC-1
      Financing Statements related to all of the
  foregoing.
  
 Table of Contents
 
 SCHEDULE
5.13
  SUBSIDIARIES;
  OTHER
EQUITY INVESTMENTS
  
  Part
(a).                      Subsidiaries.
  Targa
Resources Operating GP LLC, a Delaware limited liability company
  Targa
Resources Operating LP, a Delaware limited partnership
  Targa
North Texas GP LLC, a Delaware limited liability company
  Targa
North Texas LP, a Delaware limited partnership
  Targa
Intrastate Pipeline LLC, a Delaware limited liability company
  Part
(b).                      Other Equity
Investments.
  Part
(b)(ii).                 Loan Party
Information.
  NAME
              JURISDICTION
      OF FORMATION
              ADDRESS
      OF PRINCIPAL PLACE OF BUSINESS
              
              FEIN
              
              
              ORGANIZATIONAL
      ID NUMBER
              
              PRIOR
      NAMES
              PRIOR
      JURISDICTION OF FORMATIONTarga
      Resources Partners LP
              Delaware
              1000
      Louisiana, Ste. 4300 Houston, TX  77002
              
              
              65-1295427
              
              
              
              4239562
              
              None
              NoneTarga
      Resources Operating GP LLC
              Delaware
              1000
      Louisiana, Ste. 4300 Houston, TX  77002
              
              
              64-0949235
              
              
              
              4292540
              
              None
              NoneTarga
      Resources Operating LP
              Delaware
              1000
      Louisiana, Ste. 4300 Houston, TX  77002
              
              
              64-0949238
              
              
              
              4292546
              
              None
              NoneTarga
      North Texas GP LLC
              Delaware
              1000
      Louisiana, Ste. 4300 Houston, TX  77002
              
              None
              
              
              
              4066474
              
              None
              NoneTarga
      North Texas LP
              Delaware
              1000
      Louisiana, Ste. 4300 Houston, TX  77002
              
              
              20-4036176
              
              
              
              4067407
              
              None
              NoneTarga
      Intrastate Pipeline LLC
              Delaware
              1000
      Louisiana, Ste. 4300 Houston, TX  77002
              
              
              76-0634836
              
              
              
              3173058
              
              Dynegy
      Intrastate Pipeline, LLC
              None
 
  
 Table of Contents
 
 Part
(b)(ii).                      Other Equity
Investments.
  None.
  
  
  
 Table of Contents
 
 SCHEDULE
5.21
  MATERIAL
REAL PROPERTY
  Material
Fee Owned Property:
  The
cryogenic natural gas processing plant located in Wise County, Texas, including
the real property owned by Targa North Texas on which the Chico Plant and
related equipment and operations are located.
  Material
Leased Property:
  The
cryogenic natural gas processing plant located in Shackelford County, Texas,
including the real property leased by Targa North Texas on which the Shackelford
Plant and related equipment and operations are located.
  
  
 Table of Contents
 
 SCHEDULE
6.07
  INSURANCE
SUMMARY
  Insurance requirements with respect to
business interruption and liability for injury to persons and property as
required by Section
6.07 shall be for coverages (and deductibles in the case of liability
coverage) as are customarily carried under similar circumstances and subject to
the following minimum amounts and periods:
 
 1)
              Comprehensive
      General/Excess Liability Insurance covering liability for third party
      property damage and/or bodily injury, with a minimum coverage of
      $100,000,000 per occurrence (subject to customary annual aggregate
      limits).
 
 2)
              Business
      Interruption Insurance providing coverage for operations for not less than
      a 12 month period of indemnity with no more than a  60 day
      waiting period.
 
 As of the Closing Date, the Loan
Parties maintain the actual insurance policies as set forth on the following two
pages, but such policies are not part of the minimum insurance
requirements.
 
 Table of Contents
 
 SCHEDULE
6.07
  INSURANCE
SUMMARY
  LINE OF COVERAGE
                LIMIT OF LIABILITY
                RETENTION/
                  DEDUCTIBLE
                POLICY
                  TERM1
                )
                Workers’
      Compensation/
                  Employer’s
      Liability
                Statutory/$1MM
      per occurrence
                $250,000
      per occurrence
                10/31/06-
                  10/31/072
                )
                Business
      Auto Liability
                $1MM
      any one occurrence CSL
                  Self-Insure
      Auto Physical Damage
                $250,000
      per occurrence
                10/31/06-
                  10/31/073
                )
                Excess
      Liability (Includes Sudden & Accidental Pollution)
                  1st
      Layer Excess Liability
                $35MM
      and in the aggregate as applicable excess of underlying
limits
                  (Includes
      Employment Practices Liability, limited Errors & Omissions, Incidental
      Medical Malpractice, etc.)
                As
      per Schedule of Underlyings, including $1MM GL SIR.
                10/31/06-
                  10/31/074
                )
                2nd
      Layer Excess Liability
                $100MM
      xs $35MM
                Underlying
                10/31/06-
                  10/31/075
                )
                3rd
      Layer Excess Liability
                $25MM
      xs $135MM
                Underlying
                10/31/06-
                  10/31/076
                )
                4th
      Layer Excess Liability
                $140MM
      xs $160MM
                Underlying
                10/31/06-
                  10/31/077
                )
                5th
      Layer Excess Liability
                $100MM
      xs $300MM (total $400MM)
                Underlying
                10/31/06-
                  10/31/078
                )
                “All
      Risk” Onshore Property Insurance Coverage
                  
                  Flood,
      Windstorm, Earthquake are Annual Aggregate Limits
                  
                  MLP
      will have separate Aggregate/Sublimits under main Targa
    policy
                $400MM
      per occurrence CSL Replacement Cost Value property damage (except for ACV
      on old shut-down TMS gas plants/compressor stations), boiler &
      machinery, EDP, transit, earthquake, flood, windstorm, expediting
      expenses, extra expenses, product stored below ground, construction
      projects, pollution cleanup.
                  Program
      placed in following layers:
                  $50MM
      Primary (Incl. Flood/Windstorm)
                  $50MM
      xs $50MM Excess (Incl. F/W)
                  $300MM
      xs $100MM Excess (Excl. F/W)
                $500K
      (Interest)
                  Plants
      < $50MM
                  $1MM
      (100%)
                  Plants
      > $50MM
                  Windstorm/Flood:
                  2.0%
      of Insured Values, subject to $2.5MM (100%) MIN and $10MM (100%)
      MAX
                10/31/05-
                  4/16/079
                )
                Business
      Interruption/
                  Contingent
      Business Interruption
                Gross
      earnings – actual loss sustained wording
                  24
      Mos. Period of Indemnity
                  $10MM
      CBI Named Customers/Suppliers
                  $5MM
      CBI Un-named Customers/Suppliers
                30
      day waiting period
                10/31/05-
                  4/16/0710
                )
                Stand-Alone
      Terrorism Property/BI Coverage
                $200MM
      per occurrence/policy aggregate
                $1MM
      PD
                  30
      day wait BI
                10/31/05-
                  4/16/07
 Table of Contents
 
 SCHEDULE
7.01
  EXISTING
LIENS
  None.
 
 Table of Contents
 
 SCHEDULE
7.09
  AFFILIATE
TRANSACTIONS
  1.
              Borrower
      Partnership Agreement
  2.
              Contribution
      Agreement dated as of December 1, 2005 among Targa Midstream Services
      Limited Partnership, Targa GP Inc., Targa LP Inc., Targa Downstream GP
      LLC, Targa North Texas GP LLC, Targa Straddle GP LLC, Targa Permian GP
      LLC, Targa Versado GP LLC, Targa Downstream LP, Targa North Texas, Targa
      Straddle LP, Targa Permian LP and Targa Versado LP (the "2005 Contribution
      Agreement").
  3.
              Amendment
      to 2005 Contribution Agreement dated as of January 1,
  2007.
  4.
              Contribution,
      Conveyance and Assumption Agreement dated as of February 14, 2007 among
      the Borrower, Targa Operating LP, General Partner, Targa Operating GP LLC,
      Targa GP, Inc., Targa LP, Inc., Targa Regulated Holdings LLC, Targa North
      Texas LP, and Targa North Texas GP
LLC.
  5.
              Omnibus
      Agreement among Targa, the General Partner and the
    Borrower.
  6.
              Natural
      Gas Purchase Agreement dated as of January 1, 2007 between Targa Gas
      Marketing LLC and Targa North
Texas.
  7.
              Products
      Purchase Agreement dated as of January 1, 2007 between Targa Liquids
      Marketing and Trade and Targa North
Texas.
  
 Table of Contents
 
 SCHEDULE
10.02
  ADMINISTRATIVE
AGENT’S OFFICE;
  CERTAIN
ADDRESSES FOR NOTICES
  BORROWER:
 
 Targa
Resources Partners LP
 1000
Louisiana, Suite 4300
 Houston,
Texas 77002
 Attention:      Vice
President - Finance
 Telephone:    713.584.1024
 Telecopier:    713.584.1523
 Electronic
Mail:    howardtate@targaresources.com
 Website
Address:    www.targaresources.com
 U.S.
Taxpayer Identification Number:  65-1295427
 
  ADMINISTRATIVE
AGENT:
  
  Administrative Agent’s
Office
  (for
payments and Requests for Credit Extensions):
  Bank of
America, N.A.
  901 Main
St
  Mail
Code: TX1-492-14-11
  Dallas,
TX  75202
  Attention:
Ramon Gomez
  Telephone:
214.209.2627
  Telecopier:
214.290.8367
  Electronic
Mail:  ramon.gomez_jr@bankofamerica.com
  Account
No.:  1292000883
  Ref:  Targa
Resources
  ABA#
026009593
  Other Notices as
Administrative Agent:
  Bank of
America, N.A.
  Agency
Management
  100
Federal St
  Mail
Code: MA5-100-11-02
  Boston,
MA  02110
  Attention:  Todd
Mac Neill
  Telephone:  617.434.6842
  Telecopier:  617.790.1361
  Electronic
Mail:  Todd.G.MacNeill@bankofamerica.com
  
 Table of Contents
 
 
 L/C ISSUER:
  Bank of
America, N.A.
 
 Trade
Operations
 
 1 Fleet
Way
 
 Mail
Code: PA6-580-02-30
 
 Scranton,
PA  18507
 
 Attention:  Michael
Grizzanti
 
 Telephone:  570.330.4214
 
 Telecopier:  800.755.8743
 
 Electronic
Mail:  michael.a.grizzanti@bankofamerica.com
  
 SWING
LINE LENDER:
  Bank of
America, N.A.
  901 Main
St
  Mail
Code: TX1-492-14-11
  Dallas,
TX  75202
  Attention:
Ramon Gomez
  Telephone:
214.209.2627
  Telecopier:
214.290.8367
  Electronic
Mail:  ramon.gomez_jr@bankofamerica.com
  Account
No.:  1292000883
  Ref:  Targa
Resources
  ABA#
026009593
  
  
 Table of Contents
 
 SCHEDULE
10.06
  PROCESSING
AND RECORDATION FEES
  The
Administrative Agent will charge a processing and recordation fee (an “Assignment Fee”) in
the amount of $2,500 for each assignment; provided, however, that in the
event of two or more concurrent assignments to members of the same Assignee
Group (which may be effected by a suballocation of an assigned amount among
members of such Assignee Group) or two or more concurrent assignments by members
of the same Assignee Group to a single Eligible Assignee (or to an Eligible
Assignee and members of its Assignee Group), the Assignment Fee will be $2,500
plus the amount set forth below:
  Transaction
              Assignment
      FeeFirst
      four concurrent assignments or suballocations to members of an Assignee
      Group (or from members of an Assignee Group, as applicable)
              -0-Each
      additional concurrent assignment or suballocation to a member of such
      Assignee Group (or from a member of such Assignee Group, as
      applicable)
              $500
 
 
  
 Table of Contents
 
 EXHIBIT
A
  FORM
OF COMMITTED LOAN NOTICE
  Date:  ___________,
_____
  To:
              Bank
      of America, N.A., as Administrative
Agent
  Ladies
and Gentlemen:
  Reference
is made to that certain Credit Agreement, dated as of February 14, 2007 (as
amended, restated, extended, supplemented or otherwise modified in writing from
time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), among Targa Resources
Partners LP, a Delaware limited partnership (the “Borrower”), the
Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, Collateral Agent, L/C Issuer and Swing Line
Lender.
  The
undersigned hereby requests (select one):
  o
              A
      Borrowing of Committed Loans
              o
      A conversion or continuation of
Loans
  1.
              On________________________________
              (a
      Business Day).
  2.
              In
      the amount of $____________________
              .
  3.
              Comprised
      of ______________________________
              .
  [Type
      of Committed Loan requested]
  4.
              For
      Eurodollar Rate Loans:  with an Interest Period of
      ____________________
              months.
  The
Committed Borrowing, if any, requested herein complies with the provisos to the
first sentence of Section 2.01 of the
Agreement.
  TARGA
RESOURCES PARTNERS LP
  
  By:         Targa
Resources GP LLC,
  its sole general
partner
  
  
  By:
  Name:
  Title:
 
 
 A - 1
 Form of
Committed Loan Notice
 
 Table of Contents
 
 EXHIBIT
B
 
 FORM
OF SWING LINE LOAN NOTICE
 
 Date:  ___________,
_____
  To:
              Bank
      of America, N.A., as Swing Line
Lender
  Bank
      of America, N.A., as Administrative
Agent
  Ladies
      and Gentlemen:
  Reference
is made to that certain Credit Agreement, dated as of February 14, 2007 (as
amended, restated, extended, supplemented or otherwise modified in writing from
time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), among Targa Resources
Partners LP, a Delaware limited partnership (the “Borrower”), the
Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, Collateral Agent, L/C Issuer and Swing Line
Lender.
  The
undersigned hereby requests a Swing Line Loan:
  1.           On _____________________
(a Business Day).
  2.           In
the amount of $_______________ .
  The Swing
Line Borrowing requested herein complies with the requirements of the provisos
to the first sentence of Section 2.04(a) of
the Agreement.
  
  TARGA
RESOURCES PARTNERS LP
  
  By:         Targa
Resources GP LLC,
  its sole general
partner
  
  
  By:
  Name:
  Title:
   
  
 
 B - 1
 Form of
Swing Line Loan Notice
 
 Table of Contents
 
 EXHIBIT
C
  FORM
OF NOTE
  ____________________
  FOR VALUE
RECEIVED, the undersigned (the “Borrower”) hereby
promises to pay to _____________________ or registered assigns (the “Lender”), in
accordance with the provisions of the Agreement (as hereinafter defined), the
principal amount of each Loan from time to time made by the Lender to the
Borrower under that certain Credit Agreement, dated as of February 14, 2007 (as
amended, restated, extended, supplemented or otherwise modified in writing from
time to time, the “Agreement”; the terms
defined therein being used herein as therein defined), among the Borrower, the
Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, Collateral Agent, L/C Issuer and Swing Line
Lender.
  The
Borrower promises to pay interest on the unpaid principal amount of each Loan
from the date of such Loan until such principal amount is paid in full, at such
interest rates and at such times as provided in the Agreement.  Except
as otherwise provided in Section 2.04(f) of
the Agreement with respect to Swing Line Loans, all payments of principal and
interest shall be made to the Administrative Agent for the account of the Lender
in Dollars in immediately available funds at the Administrative Agent’s
Office.  If any amount is not paid in full when due hereunder, such
unpaid amount shall bear interest, to be paid upon demand, from the due date
thereof until the date of actual payment (and before as well as after judgment)
computed at the per annum rate set forth in the Agreement.
  This Note
is one of the Notes referred to in the Agreement, is entitled to the benefits
thereof and may be prepaid in whole or in part subject to the terms and
conditions provided therein.  This Note is also entitled to the
benefits of the Guaranty and is secured by the Collateral.  Upon the
occurrence and continuation of one or more of the Events of Default specified in
the Agreement, all amounts then remaining unpaid on this Note shall become, or
may be declared to be, immediately due and payable all as provided in the
Agreement.  Loans made by the Lender shall be evidenced by one or more
loan accounts or records maintained by the Lender in the ordinary course of
business. The Lender may also attach schedules to this Note and endorse thereon
the date, amount and maturity of its Loans and payments with respect
thereto.
  The
Borrower, for itself, its successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and
non-payment of this Note.
  
 C - 1
 Form of
Note
 
 Table of Contents
 
 THIS NOTE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.
  TARGA
RESOURCES PARTNERS LP
  
  By:         Targa
Resources GP LLC,
  its sole general
partner
  
  
  By:   ______________________________
  Name:
  Title:
      
 C - 2
 Form of
Note
 
 Table of Contents
 
 LOANS
AND PAYMENTS WITH RESPECT THERETO
  Date
              Type
      of Loan Made
              Amount
      of Loan Made
              End
      of Interest Period
              Amount
      of Principal or Interest Paid This Date
              Outstanding
      Principal Balance This Date
              Notation
      Made By
 
 C -3
 Form of
Note
 
 Table of Contents
 
 EXHIBIT
D
  FORM
OF COMPLIANCE CERTIFICATE
  Financial
Statement Date:  _____________, ______
  To:
              Bank
      of America, N.A., as Administrative
Agent
  Ladies
and Gentlemen:
  Reference
is made to that certain Credit Agreement, dated as of February 14, 2007 (as
amended, restated, extended, supplemented or otherwise modified in writing from
time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), among Targa Resources
Partners LP, a Delaware limited partnership (the “Borrower”), the
Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, Collateral Agent, L/C Issuer and Swing Line
Lender.
  The
undersigned Responsible Officer hereby certifies as of the date hereof that
he/she is the   of the
Borrower, and that, as such, he/she is authorized to execute and deliver this
Certificate to the Administrative Agent on the behalf of the Borrower, and
that:
  [Use
following paragraph 1 for fiscal year-end financial
statements]
  1.           The
Borrower has delivered the year-end audited financial statements required by
Section 6.01(a)
of the Agreement for the fiscal year of the Borrower ended as of the above date,
together with the report and opinion of an independent certified public
accountant required by such section.
  [Use
following paragraph 1 for fiscal quarter-end financial
statements]
  1.           The
Borrower has delivered the unaudited financial statements required by Section 6.01(b) of
the Agreement for the fiscal quarter of the Borrower ended as of the above
date.  Such financial statements fairly present the financial
condition, results of operations and cash flows of the Borrower and its
Subsidiaries in accordance with GAAP as at such date and for such period,
subject only to normal year-end audit adjustments and the absence of
footnotes.
  2.           The
undersigned has reviewed and is familiar with the terms of the Agreement and has
made, or has caused to be made under his/her supervision, a detailed review of
the transactions and condition (financial or otherwise) of the Borrower during
the accounting period covered by such financial statements.
  3.           A
review of the activities of the Borrower during such fiscal period has been made
under the supervision of the undersigned with a view to determining whether
during such fiscal period the Borrower performed and observed all its
Obligations under the Loan Documents, and
  
 D -
 Form of
Compliance Certificate
 
 Table of Contents
 
 [select
one:]
  [to the
best knowledge of the undersigned, during such fiscal period, the Borrower
performed and observed each covenant and condition of the Loan Documents
applicable to it, and no Default has occurred and is continuing.]
  --or--
  [to the
best knowledge of the undersigned, during such fiscal period the following
covenants or conditions have not been performed or observed and the following is
a list of each such Default and its nature and status:]
  4.           The
representations and warranties of the Borrower contained in Article V of the
Agreement, and any representations and warranties of any Loan Party that are
contained in any document furnished at any time under or in connection with the
Loan Documents, are true and correct in all material respects on and as of the
date hereof, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true and correct
as of such earlier date, and except that for purposes of this Compliance
Certificate, the representations and warranties contained in subsections (a) and
(b) of Section
5.05 of the Agreement shall be deemed to refer to the most recent
statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the
Agreement, including the statements in connection with which this Compliance
Certificate is delivered.
  5.           The
financial covenant analyses and information set forth on Schedules 2 and 3 attached hereto are
true and accurate on and as of the date of this Certificate.
  IN WITNESS WHEREOF, the
undersigned has executed this Certificate as of _____________________,
______.
  TARGA
RESOURCES PARTNERS LP
  
  By:         Targa
Resources GP LLC,
  its sole general
partner
  
  
  By: ___________________________________
  Name:
  Title:
   
 
 D - 2
 Form of
Compliance Certificate
 
 Table of Contents
 
 For the
Quarter/Year ended ___________________(“Statement
Date”)
  SCHEDULE
2
  to the
Compliance Certificate
  ($ in
000’s)
  I.
              Interest
      Coverage Ratio.
  A.
              Consolidated
      Adjusted EBITDA (Schedule 3) for such period:
              $____________
  B.
              Interest
      Expense for the four consecutive fiscal
quarter
  period
      ending on the date hereof:
              $____________
  C.
              Consolidated
      Interest Coverage Ratio (I.A  ̧ Line
      I.B):
              ________
              to
      1.0
  Minimum
      required:
  Minimum
      Interest Coverage RatioFor
      any period of four consecutive fiscal quarters ended on or after March 31,
      2007
              2.25
      to 1.00
 
  II.
              Leverage
      Ratio(s).
  On
      the last day of any fiscal quarter if no Unsecured Note Indebtedness is
      then outstanding
  Consolidated
      Leverage Ratio
  A.
              Consolidated
      Funded Indebtedness on such determination date:
              $___________
  B.
              Consolidated
      Adjusted EBITDA for such period (Schedule 3):
              $___________
  C.
              Consolidated
      Leverage Ratio (Line II.A  ̧ Line
      II.B):
              ______
              to
      1.0
  Maximum
      permitted:
  Maximum
      Consolidated Leverage RatioClosing
      Date through September 29, 2007
              5.75
      to 1.0September
      30, 2007 and thereafter
              5.00
      to 1.0
 
  On
      the last day of any fiscal quarter if Unsecured Note Indebtedness is then
      outstanding or on the date any Unsecured Note Indebtedness is
      incurred
  Consolidated
      Senior Leverage Ratio
  A.
              Consolidated
      Funded Indebtedness (excluding Unsecured
Note
  
 D-3
 Form of
Compliance Certificate
 
 Table of Contents
 
 Indebtedness)
      on such determination date:
              $___________
  B.
              Consolidated
      Adjusted EBITDA for the period of four consecutive fiscal quarters most
      recently ended (Schedule 3):
              $___________
  C.
              Consolidated
      Leverage Ratio (Line II.A  ̧ Line
      II.B):
              ________
              to
      1
  Maximum
      permitted:
  Maximum
      Consolidated Senior Leverage RatioClosing
      Date through September 29, 2007
              5.25
      to 1.0September
      30, 2007 and thereafter
              4.50
      to 1.0
 
  Consolidated
      Leverage Ratio
  A.
              Consolidated
      Funded Indebtedness on such determination date:
              $___________
  B.
              Consolidated
      Adjusted EBITDA for the period of four consecutive fiscal quarters most
      recently ended (Schedule 3):
              $___________
  C.
              Consolidated
      Leverage Ratio (Line II.A  ̧ Line
      II.B):
              ________
              to
      1
  Maximum
      permitted:
  Maximum
      Consolidated Leverage RatioClosing
      Date through September 29, 2007
              6.25
      to 1.0September
      30, 2007 and thereafter
              5.50
      to 1.0
 
  During
      an Acquisition Period
  The
      maximum permitted Consolidated Leverage Ratio and Consolidated Senior
      Leverage Ratio shall be increased by0.50 to
      1.0.
  
 D - 4
 Form of
Compliance Certificate
 
 Table of Contents
 
 For the
Quarter/Year ended ___________________(“Statement
Date”)
  SCHEDULE
3
  to the
Compliance Certificate
  ($ in
000’s)
  Consolidated  Adjusted
      EBITDA
              Quarter
                Ended
                __________
              Quarter
                Ended
                __________
              Quarter
                Ended
                __________
              Quarter
                Ended
                __________
              12
      Months
                Ended
                __________Consolidated
      Net Income of the Borrower and its Restricted Subsidiaries with respect to
      such fiscal quarter+
      Interest Expense+Federal,
      state, local and foreign income taxes+
      depreciation, amortization and any other non-cash charges, any non-cash
      gains (losses) resulting from SFAS 133+
      expenses in connection with the transactions contemplated by the Loan
      Documents-
      cash payments made in such period in respect of non-cash charges, expenses
      or losses from prior period-Federal,
      state, local and foreign income tax credits-all
      non-cash items of income-actual
      cash distributions from Unrestricted Subsidiaries in excess of 15% of
      Consolidated EBITDA+  pro forma gain (loss)
      resulting from any Material Acquisition or Disposition or Subsidiary
      redesignation+  Material
      Project EBITDA Adjustments=Consolidated
      Adjusted EBITDA
  
  
 D - 5
 Form of
Compliance Certificate
 
 Table of Contents
 
 EXHIBIT
E
  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 identified in item 1 below (the “Assignor”) and the
Assignee identified in item 2 below (the “Assignee”).  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (the “Credit Agreement”),
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 respective facilities
identified below (including, without limitation, the Letters of Credit and the
Swing Line Loans included in such facilities) 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 by the Assignor to the
Assignee pursuant to clauses (i) and (ii) above being referred to herein
collectively asthe
“Assigned
Interest”).  Each 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:                      ______________________________
 
 2.           Assignee:                      ______________________________
 
 ______________________________
 [indicate
      [Affiliate][Approved Fund] of [identify
      Lender]]
 
 3.           Borrower(s):                 ______________________________
 
 4.
              Administrative
      Agent:  Bank of America, N.A., as the administrative
      agent under the Credit Agreement
 
 E - 1
 Form of
Assignment and Assumption
 
 Table of Contents
 
 5.           Credit
Agreement:                                Credit Agreement, dated as of February
14, 2007, among Targa Resources Partners LP, a Delaware limited partnership, the
Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, Collateral Agent, L/C Issuer and Swing Line
Lender.
 
 6.           Assigned
Interest[s]:
 
 Assignor
              Assignee
              Facility
                Assigned
              Aggregate
                Amount
      of
                Commitment/Loans
                for all Lenders
              Amount
      of
                Commitment/Loans
                Assigned
              Percentage
                Assigned
      of
                Commitment/
                Loans____________
              ____________
              ____________
              $________________
              $_________
              ____________%____________
              ____________
              ____________
              $________________
              $_________
              ____________%____________
              ____________
              ____________
              $________________
              $_________
              ____________%
  [7.           Trade
Date:                      __________________]
   Effective
Date:  __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE
REGISTER THEREFOR.]
  The terms
set forth in this Assignment and Assumption are hereby agreed to:
  ASSIGNOR
 [NAME OF
ASSIGNOR]
 
 By:
_____________________________
 Title:
 
 ASSIGNEE
 [NAME OF
ASSIGNEE]
 
 By:
_____________________________
 Title:
 [Consented
to and] Accepted:
 
 BANK OF
AMERICA, N.A., as
 Administrative
Agent
 
 By:
_________________________________
 Title:
 
 [Consented
to:]
 
 By:
_________________________________
 Title:
 
 E - 2
 Form of
Assignment and Assumption
 
 Table of Contents
 
 ANNEX
1 TO ASSIGNMENT AND ASSUMPTION
  
  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
or any other Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Documents or any
Collateral thereunder, (iii) the financial condition of either Borrower, any of
its Subsidiaries or Affiliates or any other Person obligated in respect of any
Loan Document or (iv) the performance or observance by either Borrower, any of
its Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.
  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 meets all requirements of an
Eligible Assignee under the Credit Agreement (subject to receipt of such
consents as may be required under the Credit Agreement), (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, as applicable, and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this 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 the Administrative Agent or
any other Lender, and (v) if it is a Foreign Lender, attached hereto is any
documentation required to be delivered by it pursuant to the terms of the Credit
Agreement, duly completed and executed by the Assignee; and (b) agrees that (i)
it will, independently and without reliance on the Administrative Agent, the
Assignor or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Loan Documents, and (ii) it will perform
in accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a Lender.
  
 E - 3
 Form of
Assignment and Assumption
 
 Table of Contents
 
 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 telecopy shall be effective as delivery of
a manually executed counterpart of this Assignment and
Assumption.  This Assignment and Assumption shall be governed by, and
construed in accordance with, the law of the State of New York.
  
  
  
  
 E - 4
 Form of
Assignment and Assumption
 
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 EXHIBIT
F
  
  FORM
OF CONTINUING GUARANTY
  
  
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 CONTINUING
GUARANTY
  THIS
GUARANTY (this “Guaranty”) is made as of February 14, 2007, by each of the
undersigned guarantors and the Additional Guarantors (as hereinafter defined )
(whether one or more “Guarantor”, and if more than one jointly and severally),
in favor of BANK OF AMERICA, N.A., collateral agent  (in such
capacity, the “Collateral Agent”) for the Administrative Agent, the L/C Issuer,
the Swing Line Lender and the Lenders from time to time party to the Credit
Agreement of even date herewith among Targa Resources Partners, LP, a Delaware
limited partnership (the “Borrower”), the Administrative Agent the Collateral
Agent, the L/C Issuer, the Swing Line Lender and the Lenders from time to time
party thereto (as amended, supplemented, restated, increased, renewed, extended,
refinanced or otherwise modified from time to time, the “Credit Agreement”;
other terms used and not defined herein having the meanings given to such terms
in the Credit Agreement), certain of the Lenders and their Affiliates owed Cash
Management Obligations, and  the Hedging Parties under the Secured
Hedge Agreements (the Administrative Agent, the Collateral Agent, the L/C
Issuer, the Swing Line Lender, the Lenders, the Lenders and affiliates of
Lenders owed Cash Management Obligations and the Hedging Parties are herein
collectively called the “Lender Parties”.)
  FOR VALUE
RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration
of any credit and/or financial accommodation heretofore or hereafter from time
to time made or granted to Targa Resources Partners LP, a Delaware limited
partnership (the “Borrower”), by the Administrative Agent, the Collateral Agent,
the L/C Issuer, the Swing Line Lender or the Lenders, pursuant to the Credit
Agreement, agreements or arrangements with Lenders or Affiliates of Lenders
giving rise to Cash Management Obligations or by the Hedging Parties pursuant to
the Secured Hedge Agreements, the undersigned hereby furnishes its guaranty of
the Guaranteed Obligations (as hereinafter defined) as follows:
  1.           Guaranty.  The
Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of
payment and performance and not merely as a guaranty of collection, prompt
payment when due, whether at stated maturity, by required prepayment, upon
acceleration, demand or otherwise, and at all times thereafter, of the
Obligations, the Secured Swap Obligations and the Cash Management Obligations,
each as defined in that certain Credit Agreement of even date herewith by and
among the Borrower, the Administrative Agent, Collateral Agent, the L/C Issuer,
the Swing Line Lender and the Lenders from time to time party thereto (as
amended, supplemented, restated, increased, renewed, extended, refinanced or
otherwise modified from time to time, the “Credit Agreement”), in each case,
whether recovery upon such indebtedness and liabilities may be or hereafter
become unenforceable or shall be an allowed or disallowed claim under any
proceeding or case commenced by or against the Guarantor or the Borrower under
any Debtor Relief Laws and including interest that accrues and expenses that are
incurred or arise after the commencement by or against the Borrower of any
proceeding under any Debtor Relief Laws (collectively, the “Guaranteed
Obligations”).  The Lender Parties’ respective books and records
showing the amount of the Guaranteed Obligations shall be admissible in evidence
in any action or proceeding, and shall be binding upon the Guarantor and
conclusive absent manifest error for the purpose of establishing the amount of
the Guaranteed Obligations.  This Guaranty shall not be affected by
the genuineness, validity, regularity or enforceability of the Guaranteed
Obligations or any instrument or agreement evidencing any Guaranteed
Obligations, or by the existence, validity, enforceability,
perfection,
  
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 non-perfection
or extent of any collateral therefor, or by any fact or circumstance relating to
the Guaranteed Obligations which might otherwise constitute a defense to the
obligations of the Guarantor under this Guaranty, and the Guarantor hereby
irrevocably waives any defenses it may now have or hereafter acquire in any way
relating to any or all of the foregoing.  Anything contained herein to
the contrary notwithstanding, the obligations of each Guarantor hereunder at any
time shall be limited to an aggregate amount equal to the largest amount that
would not render its obligations hereunder or under any Loan Document by which
such Collateral is granted subject to avoidance as a fraudulent transfer or
conveyance under Section 548 of the Bankruptcy Code (Title 11, United States
Code) or any comparable provisions of any similar federal or state
law.
  2.           No Setoff or Deductions; Taxes;
Payments.  The Guarantor represents and warrants that it is
organized and resident in the United States of America.  The Guarantor
shall make all payments hereunder without setoff or counterclaim and free and
clear of and without deduction for any taxes, levies, imposts, duties, charges,
fees, deductions, withholdings, compulsory loans, restrictions or conditions of
any nature now or hereafter imposed or levied by any jurisdiction or any
political subdivision thereof or taxing or other authority therein unless the
Guarantor is compelled by law to make such deduction or
withholding.  If any such obligation (other than one arising with
respect to taxes based on or measured by the income or profits of a Lender
Party) is imposed upon the Guarantor with respect to any amount payable by it
hereunder, the Guarantor will pay to the applicable Lender Party, on the date on
which such amount is due and payable hereunder, such additional amount in U.S.
dollars as shall be necessary to enable such Lender Party to receive the same
net amount which such Lender Party would have received on such due date had no
such obligation been imposed upon the Guarantor.  The Guarantor will
deliver promptly to such Lender Party certificates or other valid vouchers for
all taxes or other charges deducted from or paid with respect to payments made
by the Guarantor hereunder.  The obligations of the Guarantor under
this paragraph shall survive the payment in full of the Guaranteed Obligations
and termination of this Guaranty.
  3.           Rights of Lender
Parties.  The Guarantor consents and agrees that the Lender
Parties may, at any time and from time to time, without notice or demand, and
without affecting the enforceability or continuing effectiveness
hereof:  (a) amend, extend, renew, compromise, discharge, accelerate
or otherwise change the time for payment or the terms of the Guaranteed
Obligations or any part thereof; (b) take, hold, exchange, enforce, waive,
release, fail to perfect, sell, or otherwise dispose of any security for the
payment of this Guaranty or any Guaranteed Obligations; (c) apply such security
and direct the order or manner of sale thereof as the Lender Parties in their
sole discretion may determine; and (d) release or substitute one or more of any
endorsers or other guarantors of any of the Guaranteed
Obligations.  Without limiting the generality of the foregoing, the
Guarantor consents to the taking of, or failure to take, any action which might
in any manner or to any extent vary the risks of the Guarantor under this
Guaranty or which, but for this provision, might operate as a discharge of the
Guarantor.
  4.           Certain
Waivers.  The Guarantor waives (a) any defense arising by
reason of any disability or other defense of the Borrower or any other
guarantor, or the cessation from any cause whatsoever (including any act or
omission of the Lender Parties) of the liability of the Borrower; (b) any
defense based on any claim that the Guarantor’s obligations exceed or are more
burdensome than those of the Borrower; (c) the benefit of any statute of
limitations
  
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 affecting
the Guarantor’s liability hereunder; (d) any right to require the Lender Parties
to proceed against the Borrower, proceed against or exhaust any security for the
Guaranteed Obligations, or pursue any other remedy in the Lender Parties’ power
whatsoever; (e) any benefit of and any right to participate in any security now
or hereafter held by the Lender Parties; and (f) to the fullest extent permitted
by law, any and all other defenses or benefits that may be derived from or
afforded by applicable law limiting the liability of or exonerating guarantors
or sureties.  The Guarantor expressly waives all setoffs and
counterclaims and all presentments, demands for payment or performance, notices
of nonpayment or nonperformance, protests, notices of protest, notices of
dishonor and all other notices or demands of any kind or nature whatsoever with
respect to the Guaranteed Obligations, and all notices of acceptance of this
Guaranty or of the existence, creation or incurrence of new or additional
Guaranteed Obligations.
  5.           Obligations
Independent.  The obligations of the Guarantor hereunder are
those of primary obligor, and not merely as surety, and are independent of the
Guaranteed Obligations and the obligations of any other guarantor, and a
separate action may be brought against the Guarantor to enforce this Guaranty
whether or not the Borrower or any other person or entity is joined as a
party.
  6.           Subrogation.  The
Guarantor shall not exercise any right of subrogation, contribution, indemnity,
reimbursement or similar rights with respect to any payments it makes under this
Guaranty until all of the Guaranteed Obligations and any amounts payable under
this Guaranty have been indefeasibly paid and performed in full and any
commitments of the Lender Parties or facilities provided by the Lender Parties
with respect to the Guaranteed Obligations are terminated.  If any
amounts are paid to the Guarantor in violation of the foregoing limitation, then
such amounts shall be held in trust for the benefit of the Lender Parties and
shall forthwith be paid to the Collateral Agent to be applied as set forth in
the Credit Agreement to reduce the amount of the Guaranteed Obligations, whether
matured or unmatured.
  7.           Termination;
Reinstatement.  This Guaranty is a continuing and irrevocable
guaranty of all Guaranteed Obligations now or hereafter existing and shall
remain in full force and effect until all Guaranteed Obligations and any other
amounts payable under this Guaranty are indefeasibly paid in full in cash and
any commitments of the Lender Parties or facilities provided by the Lender
Parties with respect to the Guaranteed Obligations are
terminated.  Notwithstanding the foregoing, this Guaranty shall
continue in full force and effect or be revived, as the case may be, if any
payment by or on behalf of the Borrower or the Guarantor is made, or any Lender
Party exercises its right of setoff, in respect of the Guaranteed Obligations
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 any Lender
Party in its discretion) to be repaid to a trustee, receiver or any other party,
in connection with any proceeding under any Debtor Relief Laws or otherwise, all
as if such payment had not been made or such setoff had not occurred and whether
or not such Lender Party is in possession of or has released this Guaranty and
regardless of any prior revocation, rescission, termination or
reduction.  The obligations of the Guarantor under this paragraph
shall survive termination of this Guaranty.
  8.           Subordination.  The
Guarantor hereby subordinates the payment of all obligations and indebtedness of
the Borrower owing to the Guarantor, whether now existing or
  
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 hereafter
arising, including but not limited to any obligation of the Borrower to the
Guarantor as subrogee of the Lender Parties or resulting from the Guarantor’s
performance under this Guaranty, to the indefeasible payment in full in cash of
all Guaranteed Obligations.  If the Collateral Agent so requests, any
such obligation or indebtedness of the Borrower to the Guarantor shall be
enforced and performance received by the Guarantor as trustee for the Lender
Parties and the proceeds thereof shall be paid over to the Collateral Agent, for
the benefit of the Lender Parties, to be applied to the Guaranteed Obligations
as provided in the Credit Agreement, but without reducing or affecting in any
manner the liability of the Guarantor under this Guaranty.
  9.           Stay of
Acceleration.  In the event that acceleration of the time for
payment of any of the Guaranteed Obligations is stayed, in connection with any
case commenced by or against the Guarantor or the Borrower under any Debtor
Relief Laws, or otherwise, all such amounts shall nonetheless be payable by the
Guarantor immediately upon demand by the Collateral Agent.
  10.           Expenses.  The
Guarantor shall pay on demand all reasonable out-of-pocket expenses (including
the reasonable fees, charges and disbursements of any external counsel) in any
way relating to the enforcement or protection of the Lender Parties’ rights
under this Guaranty or in respect of the Guaranteed Obligations, including any
incurred during any “workout” or restructuring in respect of the Guaranteed
Obligations and any incurred in the preservation, protection or enforcement of
any rights of the Lender Parties in any proceeding under any Debtor Relief
Laws.  The obligations of the Guarantor under this paragraph shall
survive the payment in full of the Guaranteed Obligations and termination of
this Guaranty.
  11.           Miscellaneous.  No
provision of this Guaranty may be waived, amended, supplemented or modified,
except by a written instrument executed by the Collateral Agent (with the
consent of the Required Lenders or Lenders as may be required under the Credit
Agreement) and the Guarantor.  No failure by any Lender Party to
exercise, and no delay in exercising, any right, remedy or power hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy or power hereunder preclude any other or further exercise thereof
or the exercise of any other right, power or remedy.  The remedies
herein provided are cumulative and not exclusive of any remedies provided by law
or in equity.  The unenforceability or invalidity of any provision of
this Guaranty shall not affect the enforceability or validity of any other
provision herein.  Unless otherwise agreed by the Collateral Agent and
the Guarantor in writing, this Guaranty is not intended to supersede or
otherwise affect any other guaranty now or hereafter given by the Guarantor for
the benefit of the Lender Parties or any term or provision thereof.
  12.           Condition of
Borrower.  The Guarantor acknowledges and agrees that it has
the sole responsibility for, and has adequate means of, obtaining from the
Borrower and any other guarantor such information concerning the financial
condition, business and operations of the Borrower and any such other guarantor
as the Guarantor requires, and that no Lender Party has any duty, and the
Guarantor is not relying on any Lender Party at any time, to disclose to the
Guarantor any information relating to the business, operations or financial
condition of the Borrower or any other guarantor (the guarantor waiving any duty
on the part of the Lender Parties to disclose such information and any defense
relating to the failure to provide the same).
  
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 13.           Setoff.  If and to
the extent any payment is not made when due hereunder, the Lender
Parties  may setoff and charge from time to time any amount so due
against any or all of the Guarantor’s accounts or deposits with the Lender
Parties.
  14.           Covenants.  The
Guarantor hereby agrees to observe and comply with each of the covenants and
agreements made in the Credit Agreement, insofar as they refer to the Guarantor,
or the assets, obligations, conditions, agreements, business, or actions of the
Guarantor or to the Loan Documents to which the Guarantor is a
party.
  15.           Representations and
Warranties.  The Guarantor represents and warrants that each of
the representations and warranties contained in Article V of the Credit
Agreement are true, as of the date hereof insofar as they refer to the
Guarantor, to the assets, operations, conditions, agreements, business or
actions of the Guarantor, or to the Loan Documents to which the Guarantor is a
party, except to the extent that any such representation and warranty
specifically refers to an earlier date, in which case such representation and
warranty is true and correct as of such earlier date.
  16.           Indemnification and
Survival.  Without limitation on any other obligations of the
Guarantor or remedies of any Lender Party under this Guaranty, the Guarantor
shall, to the fullest extent permitted by law, indemnify, defend and save and
hold harmless each Lender Party from and against, and shall pay on demand, any
and all damages, losses, liabilities and expenses (including the reasonable
fees, charges and disbursements of any external counsel) that may be suffered or
incurred by such Lender Party in connection with or as a result of any failure
of any Guaranteed Obligations to be the legal, valid and binding obligations of
the Borrower enforceable against the Borrower in accordance with their
terms.  The obligations of the Guarantor under this paragraph shall
survive the payment in full of the Guaranteed Obligations and termination of
this Guaranty.
  17.           Additional
Guarantors.  Upon the execution and delivery by any Person of a
guaranty supplement in substantially the form of Exhibit A hereto (each, a
“Guaranty Supplement”), (i) such Person shall be referred to as an “Additional
Guarantor” and shall become and be a Guarantor hereunder, and each reference in
this Guaranty to a “Guarantor” shall also mean and be a reference to such
Additional Guarantor, and each reference in any other Loan Document to a
“Guarantor” shall also mean and be a reference to such Additional Guarantor, and
(ii) each reference herein to “this Guaranty,” “hereunder,” “hereof” or words of
like import referring to this Guaranty, and each reference in any other Loan
Document to the “Guaranty,” “thereunder,” “thereof” or words of like import
referring to this Guaranty, shall mean and be a reference to this Guaranty as
supplemented by such Guaranty Supplement.
  18.           Loan Document.  This
Guaranty is a Loan Document, as defined in the Credit Agreement, and is subject
to the provisions of the Credit Agreement governing Loan
Documents.  The Guarantor hereby ratifies, confirms and approves the
Credit Agreement and the other Loan Documents and, in particular, any provisions
thereof which relate to such Guarantor.
  19.           Assignment;
Notices.    This Guaranty shall (a) bind the
Guarantor and its successors and assigns, provided that the Guarantor may not
assign its rights or obligations under this Guaranty without the prior written
consent of the Collateral Agent (and any attempted
  
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 assignment
without such consent shall be void), and (b) inure to the benefit of the Lender
Parties and their successors and assigns and the Lender Parties may, subject to
Section 10.06 of the Credit Agreement, without affecting the Guarantor’s
obligations hereunder, assign, sell or grant participations in the Guaranteed
Obligations and this Guaranty, in whole or in part.  The Guarantor
agrees that each Lender Party may, subject to Section10.07 of the Credit
Agreement, disclose to any assignee of or participant in, or any prospective
assignee of or participant in, any of its rights or obligations of all or part
of the Guaranteed Obligations any and all information in such Lender Party’s
possession concerning the Guarantor, this Guaranty and any security for this
Guaranty.  All notices and other communications to the Guarantor under
this Guaranty shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopier to
the Guarantor at its address set forth below or at such other address in the
United States as may be specified by the Guarantor in a written notice delivered
to the Collateral Agent at such office as the Collateral Agent may designate for
such purpose from time to time in a written notice to the
Guarantor.
  20.           Governing Law.  THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.
  21.           Submission to
Jurisdiction.  EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY
SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED
STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE
COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT
OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD
AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO
AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN
ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT,
ANY LENDER OR THE L/C ISSUER 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.
  22.           Waiver of
Venue.  EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT
REFERRED TO IN PARAGRAPH (B) OF THIS SECTION.  EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
  
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 PERMITTED
BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF
SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
  23.           Service of
Process.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 19. NOTHING IN THIS
AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY APPLICABLE LAW.
  24.           Waiver of Jury
Trial.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.
  26.           FINAL
AGREEMENT.  THIS GUARANTY REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE
PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
  [Remainder
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 Executed
as of the date first written above.
  TARGA RESOURCES OPERATING
LP
  By:         Targa
Resources Operating GP LLC,
  its sole general
partner
  
  
  By: __________________________________
  Howard M. Tate
  Vice President – Finance and
Assistant
  Treasurer
  
  TARGA RESOURCES OPERATING GP
LLC
  
  
  By: __________________________________
  Howard M.
Tate
  Vice President –
Finance and Assistant
  Treasurer
  
  TARGA NORTH TEXAS LP
  
  By:          Targa
North Texas GP LLC,
  its sole general
partner
  
  
  By:
__________________________________
 
 Howard M.
Tate
 
 Vice President –
Finance and Assistant
 
 Treasurer
  
  TARGA NORTH TEXAS GP
LLC
  
  
  By: ____________________________________
  Howard M.
Tate
  Vice President –
Finance and Assistant
  Treasurer
  
  
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 TARGA INTRASTATE PIPELINE
LLC
  
  
  By: __________________________________
  Howard M.
Tate
  Vice President –
Finance and Assistant
 
 Treasurer
  Address
of each Guarantor:
  
  1000
Louisiana, Suite 4300
  Houston,
Texas 77002
  Attention:      Vice
President – Finance
  Telephone:    713.584.1024
  Telecopier:    713.584.1523
  
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 EXHIBIT
A
  FORM
OF GUARANTY SUPPLEMENT
  __________________,
20____
  THIS
GUARANTY SUPPLEMENT is made as of [mm/dd/yy] (this “Supplement”) and is
delivered pursuant to that certain Continuing Guaranty, dated as of February 14,
2007 (as it may be amended, supplemented or otherwise modified, the “Guaranty”;
the terms defined therein and not otherwise defined herein being used herein as
therein defined), by the initial Guarantors party thereto in favor of BANK OF
AMERICA, N.A., as collateral agent (“Collateral Agent”).
  1.           Guaranty.  Pursuant
to Section 17 of the Guaranty, the undersigned hereby:
  (a)           agrees
that this Supplement may be attached to the Guaranty and that by the execution
and delivery hereof, the undersigned becomes a Guarantor under the Guaranty and
the Loan Documents and agrees to be bound by all of the terms
thereof;
  (b)           represents
and warrants that each of the representations and warranties set forth in the
Guaranty, the Credit Agreement and each other Loan Document and applicable to
the undersigned is true and correct both before and after giving effect to this
Supplement, except to the extent that any such representation and warranty
relates solely to any earlier date, in which case such representation and
warranty is true and correct as of such earlier date;
  (c)           no
event has occurred or is continuing as of the date hereof, or will result from
the transactions contemplated hereby on the date hereof, that would constitute
an Event of Default or a Default; and
  (d)           agrees
to absolutely and unconditionally guarantee, as a guaranty of payment and
performance and not merely as a guaranty of collection, prompt payment when due,
whether at stated maturity, by required prepayment, upon acceleration, demand or
otherwise, and at all times thereafter, of any and all Guaranteed Obligations as
provided by Section 1 of the Guaranty.
  2.           Further
Assurances.  The undersigned agrees from time to time, upon request of
the Collateral Agent, to take such additional actions and to execute and deliver
such additional documents and instruments as the Collateral Agent may request to
effect the transactions contemplated by, and to carry out the intent of, this
Supplement.  Any notice or other communication herein required or
permitted to be given shall be given in pursuant to Section 19 of the Guaranty,
and for all purposes thereof, the notice address of the undersigned shall be the
address as set forth on the signature page hereof.
  This
Guaranty shall be governed by, and construed in accordance with, the internal
laws of the State of New York.
  
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 Executed
as of the date first written above.
  [NAME OF SUBSIDIARY]
  
 By:
 
 Name:
 
 Title:
  Address for Notices:
 
 
  
  
  
  Attention:_______________________
  Telephone:______________________
  Telecopier:______________________
  
  ACKNOWLEDGED
AND ACCEPTED,
  as of the
date above first written:
  BANK OF
AMERICA, N.A.,
  as
Collateral Agent
  By:_____________________________
  Name:
  Title:
  
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 EXHIBIT
G
  FORM
OF OPINION
  
  
  
 G - 1
 Opinion
Matters
 
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  February
14, 2007
  
  
  
  
  Bank of
America, N.A.,
 as
Administrative Agent and Collateral Agent
 100
Federal St.
 Boston,
MA  02110
 
 And to
each of the Lenders Referred to Herein
 
 Re:
              $500,000,000
      Credit Agreement dated as of February 14, 2007 among Targa Resources
      Partners LP, the lenders party thereto, and Bank of America, N.A., as
      Administrative Agent
  Ladies
and Gentlemen:
  We have
acted as special New York and Texas counsel for Targa Resources Partners LP, a
Delaware limited partnership (the "Borrower"), Targa
Resources GP LLC, a Delaware limited liability company (the "General Partner"),
and each of the entities listed on Annex I hereto (each
a "Guarantor"
and collectively, the "Guarantors"), in
connection with the Credit Agreement dated as of February 14, 2007 (the "Credit Agreement")
among the Borrower, the financial institutions listed on the signature pages
thereof (the "Lenders"), and Bank
of America, N.A., as agent for the Lenders (in such capacity, the "Administrative
Agent").  The Borrower, the General Partner and the Guarantors
are sometimes referred to herein individually as a "Transaction Party"
and collectively as the "Transaction
Parties."  This opinion letter is delivered to you pursuant to
Section 4.01(a)(vii) of the Credit Agreement.
  Capitalized
terms used herein and not otherwise defined herein have the meanings assigned to
such terms in the Credit Agreement. As used herein, (i) "NY UCC" means the
Uniform Commercial Code, as amended and in effect in the State of New York on
the date hereof; (ii) "Texas UCC" means the
Uniform Commercial Code, as amended and in effect in the State of Texas on the
date hereof; (iii) "Delaware UCC" means
the Uniform Commercial Code, as amended and in effect in the State of Delaware
on the date hereof; (iv) "UCC" means any of the
NY UCC, the Texas UCC or the Delaware UCC, as applicable; and (v) "Applicable Law"
means, with respect to each Transaction Party, those laws, rules, and
regulations of the State of New York, the State of Texas and of the United
States of America as in effect on the date hereof
  
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 which in
our experience are normally applicable to such Transaction Party and to
transactions of the type provided for in the Opinion Documents to which such
Transaction Party is a party; provided, however,
that Applicable Law does not include (i) except for our opinion in paragraph 8
below as to the 1940 Act, any federal or state securities, commodities,
insurance, or investment company laws and regulations; (ii) any federal or state
labor, pension, or other employee benefit laws and regulations; (iii) any
federal or state antitrust, trade or unfair competition laws and regulations;
(iv) any federal or state laws and regulations relating to the environment,
safety, health, or other similar matters; (v) any laws, rules, and regulations
of any county, municipality, subdivision or similar local authority of any
jurisdiction or any agency or instrumentality thereof; (vi) any federal or state
tax laws or regulations; or (vii) any federal or state laws or regulations
relating to copyrights, patents, trademarks, or other intellectual
property.
  
  In
connection with the opinions expressed herein, we have examined such documents,
records and matters of law as we have deemed necessary for the purposes of such
opinions. We have examined an executed copy of each of the following agreements,
instruments and documents (hereinafter collectively called the "Opinion
Documents"):
  (a)           the
Credit Agreement;
  (b)
              each
      of the Notes listed on Annex II attached hereto (the "Notes");
  (c)
              the
      Continuing Guaranty dated as of February 14, 2007 (the "Guaranty")
      among the Guarantors and the Administrative
  Agent;
  (d)
              the
      Pledge and Security Agreement dated as of February 14, 2007 (the "Pledge
      Agreement") among the Borrower, the Guarantors and the Collateral
      Agent; and
  (e)
              each
      of the Deeds of Trust listed on Annex III
      attached hereto (individually, a "Texas Deed of
      Trust" and collectively, the "Texas Deeds of
      Trust").
  We have
also examined unfiled copies of the financing statements attached as Exhibits A-1 through
A-8 (in the
case of each Transmitting Utility Financing Statement, however, only the cover
page of the Transmitting Utility Financing Statement contemplated is attached
and the referenced Annex A thereto will be a copy of each Texas Deed of Trust
executed by the named debtor) and described on Annex IV
hereto  (collectively, the "Financing
Statements").
  In
addition to reviewing the Opinion Documents and Financing Statements described
above, the documents listed on Annex V hereto
(hereinafter called, the "Reliance
Materials")
  
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 have also
been reviewed by our firm in connection with this opinion, which have been
certified to us by an officer of the Borrower as being complete and correct and
continuing in full force and effect as of the date hereof.
  We have
assumed the legal capacity of all natural persons executing documents, the
genuineness of all signatures, the authenticity of original and certified
documents, and the conformity to original or certified copies of all copies
submitted to us as conformed or reproduction copies. As to various questions of
fact relevant to the opinions expressed herein, we have relied upon, and assume
the accuracy of, representations and warranties contained in the Opinion
Documents and certificates and oral or written statements and other information
of or from representatives of the Transaction Parties and others and assume
compliance on the part of the Transaction Parties with their covenants and
agreements contained therein. In connection with the opinions expressed in the
first sentence of paragraph 1 below, we have relied solely upon certificates of
public officials as to the factual matters and legal conclusions set forth
therein.
  Based upon the foregoing, and subject
to the limitations, qualifications and assumptions set forth herein, we are of
the opinion that:
  1.           Existence
Opinions.  Each of the Borrower, Targa Operating and Targa
North Texas is a limited partnership validly existing and in good standing under
the laws of the State of Delaware. Each of the General Partner, Targa Operating
GP, Targa North Texas GP and Targa Intrastate is a limited liability company
validly existing and in good standing under the laws of the State of
Delaware.  Each Transaction Party has the limited partnership or
limited liability company, as applicable, power and authority to execute and
deliver the Opinion Documents to which it is a party (and in the case of the
General Partner, Targa Operating GP and Targa North Texas GP, to execute and
deliver the Opinion Documents to which the Borrower, Targa Operating and Targa
North Texas, respectively, is a party on behalf of such Transaction Party,
acting as general partner for such Transaction Party) and to perform its
obligations thereunder.
  2.           Authorization
Opinion.  The execution and delivery by each Transaction Party
of the Opinion Documents to which it is a party and the performance by such
Transaction Party of its obligations thereunder, and the granting by each
Transaction Party of the security interests provided for in the Opinion
Documents, have been authorized by all necessary limited liability company or
partnership, as applicable, action in respect of, such Transaction
Party.  Exhibit C attached
hereto sets forth the officers of each Transaction Party who are duly authorized
to execute and deliver the Loan Documents to be executed by such Transaction
Party and each such officer is duly authorized to execute and deliver, on behalf
of such Transaction Party, the applicable Loan Documents to be executed by such
Transaction Party.
  
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 3.           Approvals; Other Required
Actions.  The execution and delivery by each Transaction Party
of the Opinion Documents to which it is a party and the performance by such
Transaction Party of its obligations thereunder, and the granting by each
Transaction Party of the security interests provided for in the Opinion
Documents, do not require under Applicable Law any filing or registration by
such Transaction Party with, or approval or consent of, any Governmental
Authority that has not been made or obtained, except (a) those required in the
ordinary course of business to comply with applicable law or regulation and not
specifically related to the financing or collateral arrangements contemplated by
the Opinion Documents, (b) to perfect security interests, if any, granted by
such Transaction Party thereunder, and (c) those that may be applicable to the
disposition of any collateral pursuant to securities and other
laws.
  4.           Enforceability
Opinion.  Each of the Opinion Documents constitutes, with
respect to each Transaction Party that is a party thereto, a valid and binding
obligation of such Transaction Party, enforceable against such Transaction Party
in accordance with its terms.
  5.           "No Violation"
Opinions.  The execution and delivery by each Transaction Party
of the Opinion Documents to which it is a party and the performance by such
Transaction Party of its obligations thereunder, and the granting by the
Borrower of the security interests provided for in the Opinion Documents, do not
violate (a) any provision of the Organizational Documents of such Transaction
Party, (b) any Applicable Law, (c) any agreement binding upon such Transaction
Party or its property that is listed on the attached Exhibit B, or (d) to
our knowledge after due inquiry, any court decree or order binding upon such
Transaction Party or its property; provided that we express no opinion with
respect to any violation not readily ascertainable from the face of any such
agreement or arising under or based upon any cross default provision insofar as
it relates to a default under an agreement not so identified to us.
  6.           No Creation of Liens
Opinion.  The execution and delivery by each Transaction Party
of the Opinion Documents to which it is a party and the performance by such
Transaction Party of its obligations thereunder, and the granting by each
Transaction Party of the security interests provided for in the Opinion
Documents, will not result in or require the creation or imposition of any
security interest or lien upon any of its properties pursuant to the provisions
of any agreement binding upon such Transaction Party or its properties that is
listed on the attached Exhibit B, other than
security interests or liens in favor of the Collateral Agent created under any
of the Opinion Documents.
  7.           Margin Regulations
Opinion.  The borrowings by the Borrower under the Credit
Agreement and the application of the proceeds thereof as provided in the Credit
Agreement will not violate Regulation T, U or X of the Board of Governors of the
Federal Reserve System (the "Margin
Regulations").
  
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 8.           Investment Company Act
Opinion.  No Transaction Party is required to register as an
"investment company" (under, and as defined in, the Investment Company Act of
1940, as amended (the "1940 Act")) and no
Transaction Party is a company controlled by a company required to register as
such under the 1940 Act.  For purposes of the opinion given in this
paragraph 8, we have reached our legal conclusion based solely on factual
matters certified to us in an officer's certificate and we have not performed
any additional diligence in connection with such opinion.
  9.           Creation of Security
Interests Opinion.  The Pledge Agreement creates in favor of
the Collateral Agent for the benefit of the Secured Parties, as security for the
Secured Obligations (as defined in the Pledge Agreement), a security interest in
each Transaction Party's rights in the Collateral (as defined in the Pledge
Agreement) to the extent a security interest in such Collateral may be created
under Article 9 of the NY UCC (the "Article 9
Collateral").
  10.           Central Filing Perfection
Opinions.  Upon the effective filing of the Delaware Financing
Statements (as defined on Annex IV hereto) with the Delaware Filing Office, the
Collateral Agent will have, for the benefit of the Secured Parties, a perfected
security interest in that portion of the Article 9 Collateral described therein
in which a security interest may be perfected by filing a financing statement
with the Delaware Filing Office under the Delaware UCC.
  11.           Form of Texas Deeds of
Trust.  Each Texas Deed of Trust is in appropriate form to be
accepted for filing in the real property records of each county in Texas in
which the Deed of Trust Property described therein is located and creates a
valid and effective (a) lien in favor of the trustee named therein for the
benefit of the Administrative Agent, as beneficiary, upon that portion of the
Mortgaged Property constituting real property, and (b) security interest in, the
applicable Transaction Party's rights in that portion of the Mortgaged
Propertydescribed
therein consisting of fixtures ("Fixtures") attached
thereto located in Texas (collectively, the "Deed of Trust
Property"), to the extent that such a security interest may be perfected
under the Texas UCC solely by filing the Deed of Trust in the real property
records of each county in Texas in which the Deed of Trust Property is
located.  The descriptions of those portions of the Deed of Trust
Property located within the State of Texas which are shown on Exhibit “A”
attached to each Texas Deed of Trust are legally sufficient descriptions for the
purpose of creating and maintaining the Liens purported to be created by the
Texas Deed of Trust and for the purposes of all applicable recording, filing and
registration laws in the State of Texas.
  12.           Required Filings for
Perfection.  In order to provide constructive notice of the
lien covering that portion of the Deed of Trust Property constituting real
property and the fixture filing covering that portion of the Deed of Trust
Property consisting of Fixtures created by the Texas Deeds of Trust, it is
necessary to record each Texas Deed of Trust in the real property
  
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 records
of each county in Texas in which the Deed of Trust Property covered thereby is
located pursuant to the recording, indexing and filing systems established
pursuant to applicable Texas law.Except for the filing
of each Texas Deed of Trust in the real property records of each county in Texas
in which the Deed of Trust Property covered thereby is located, and, with
respect to Fixtures, subject to the terms of opinion paragraph 13, no documents
or instruments need be recorded, registered or filed in any public office in the
State of Texas to perfect the security interests in the real property and
Fixtures of the Borrower located in Texas which constitute part of the Deed of
Trust Property described in the Texas Deeds of Trust.
  13.           Transmitting Utility
Financing Statements. Each of the Transmitting Utility Financing
Statements (as defined on Annex IV hereto) is in appropriate form for filing in
the Delaware Filing Office.  If any of the applicable Transaction
Parties is deemed not to be a transmitting utility, as such term is defined in
the Delaware UCC, upon the recordation of each Texas Deed of Trust in the real
property records of each county in Texas in which the Deed of Trust Property
covered thereby is located, the Collateral Agent will have a perfected security
interest in the Fixtures of such Transaction Party located in Texas which
constitute part of the Deed of Trust Property described in such Texas Deed of
Trust.  If, however, such Transaction Party is deemed to be a
transmitting utility, as such term is defined in the Delaware UCC, upon the
filing of the Transmitting Utility Financing Statement naming such Transaction
Party as debtor in the Delaware Filing Office, the Collateral Agent will have a
perfected security interest in the Fixtures of such Transaction Party located in
Texas which constitute part of the Deed of Trust Property described in such
Texas Deed of Trust.  If a Transaction Party is a transmitting
utility, as such term is defined in the Delaware UCC, and the filed Transmitting
Utility Financing Statement naming such Transaction Party as debtor so
indicates, such Transmitting Utility Financing Statement is effective until a
termination statement is filed pursuant to Section 9-515(f) of the Delaware
UCC.
  14.           Choice of Law Provision New
York—Enforceability under Texas Law.  If the issue is properly
presented before a Texas or a federal court applying Texas choice of law rules,
such court should hold that the provisions contained in the Opinion Documents
(other than in the Texas Deeds of Trust) relating to the choice of New York law
to govern such Opinion Documents are valid under the laws of the State of
Texas.
  15.           Litigation
Opinion.  To Our Actual Knowledge there are no legal
proceedings (i) pending before any court or arbitration tribunal or (ii) overtly
threatened in writing, in each case, against any Transaction Party that seek to
enjoin or otherwise interfere directly with the transactions contemplated by the
Opinion Documents. For purposes of this opinion, (i) "To Our Actual Knowledge"
means the Actual Knowledge (as hereinafter defined) of any lawyer included in
the Covered Lawyer Group; (ii) "Actual Knowledge" means, with respect to
any
  
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 person,
the conscious awareness of facts by such person; and (iii) the "Covered Lawyer
Group" means lawyers currently at Bracewell & Giuliani LLP ("BG") who have been
actively involved in negotiating the Opinion Documents and the transactions
contemplated thereby or preparing this opinion letter.  In making the
statements set forth in this opinion, we have inquired as to the Actual
Knowledge of the lawyers included in the Covered Lawyer Group with respect to
the existence of the legal proceedings described above and we have relied on
certificates of officers or other representatives of the Transaction Parties. We
have not, however, made any review, search or investigation of any public or
private records or files, including, without limitation, litigation dockets or
other records or files of the Transaction Parties or of BG.
  The
opinions set forth above are subject to the following assumptions and
qualifications, and with your permission, all of the following assumptions and
statements of reliance have been made without any independent investigation or
verification on our part except to the extent, if any, otherwise expressly
stated, and we express no opinion with respect to the subject matter or accuracy
of the assumptions or items upon which we have relied.   Further,
whenever our opinion is based on circumstances, matters or facts "to our
knowledge after due inquiry" we have relied exclusively on certificates of
certain officers of the Transaction Parties as to the existence or non-existence
of the circumstances, matters or facts upon which such opinion is
based.  While we have not made any independent or other investigation
or inquiry as to any such circumstances, matters or facts, we have no reason to
believe that any such certificate is untrue or inaccurate in any material
respect.
  (A)  Our
opinion in paragraph 4 above is subject to (i) applicable bankruptcy,
insolvency, reorganization, fraudulent transfer and conveyance, voidable
preference, moratorium, receivership, conservatorship, arrangement or similar
laws, and related regulations and judicial doctrines, affecting creditors'
rights and remedies generally, or affecting the rights and remedies of creditors
generally, (ii) general principles of equity (including, without limitation,
standards of materiality, good faith, fair dealing and reasonableness, equitable
defenses, the exercise of judicial discretion and limits on the availability of
equitable remedies), whether such principles are considered in a proceeding at
law or in equity, and (iii) the qualification that certain provisions of the
Opinion Documents may be unenforceable in whole or in part under the laws
(including judicial decisions) of the States of New York, Texas or Delaware or
the United States of America, but the inclusion of such provisions does not
affect the validity as against the Transaction Parties party thereto of the
Opinion Documents as a whole, and the Opinion Documents contain adequate
provisions for the practical realization of the principal benefits provided by
the Opinion Documents, in each case subject to the other qualifications
contained in this letter.
  
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 (B)  We
express no opinion as to the validity or enforceability of any provision in the
Opinion Documents:
 
 (i)  establishing
standards for the performance of the obligations of good faith, diligence,
reasonableness and care prescribed by the applicable UCC or of any of the rights
or duties referred to in Section 9-603 of the NY UCC or the Delaware UCC or
Section 9.603 of the Texas UCC;
 
 (ii)  relating
to indemnification, contribution, exculpation or release of liability in
connection with violations of any securities laws or statutory duties or public
policy, or in connection with willful, reckless or unlawful acts or gross
negligence or strict liability of the indemnified, released or exculpated party
or the party receiving contribution;
 
 (iii)  providing
that any person or entity may exercise set-off rights other than in accordance
with and pursuant to applicable law;
 
 (iv)  purporting
to confer, or constituting an agreement with respect to, subject matter
jurisdiction of United States federal courts to adjudicate any
matter;
 
 (v)  specifying
that provisions may be waived only in writing, to the extent that an oral
agreement or an implied agreement by trade practice or course of conduct has
been created that modifies any provision of such Opinion Documents;
 
 (vi)  providing
that decisions by a party are conclusive or may be made in its sole
discretion;
 
 (vii)  providing
that a guarantee will not be affected by a modification of the obligation
guaranteed in cases where the modification increases or materially changes such
obligation;
 
 (viii)  purporting
to create a power of attorney; and
 
 (ix)  providing
for restraints on alienation of property and purporting to render transfers of
such property void and of no effect or prohibiting or restricting the assignment
or transfer of property or rights to the extent that any such prohibition or
restriction is ineffective pursuant to Sections 9-406 through 9-409 of the NY
UCC or the Delaware UCC or Sections 9.406 through 9.409 of the Texas
UCC.
  (C)           We
express no opinion as to the enforceability of any purported waiver, release,
variation, disclaimer, consent or other agreement to similar effect (all of the
foregoing,
  
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 collectively,
a "Waiver") by
any Transaction Party under the Opinion Documents to the extent limited by
Sections 9-602 or 9-624 of the NY UCC or Delaware UCC or Sections 9.602 or 9.624
of the Texas UCC.
  (E)           Our
opinions in paragraphs 9, 10 and 13 are subject to the following assumptions,
qualifications and limitations:
  (i)           Any
security interest in the proceeds of collateral is subject in all respects to
the limitations set forth in Section 9-315 of the NY UCC or Delaware UCC or
Section 9.315 of the Texas UCC.
  (ii)           We
express no opinion as to the nature or extent of the rights, or the power to
transfer rights, of any Transaction Party in, or title of any Transaction Party
to, any collateral under any of the Opinion Documents, or property purporting to
constitute such collateral, or the value, validity, enforceability or
effectiveness for any purpose of any such collateral or purported collateral,
and we have assumed that each Transaction Party has sufficient rights in, or
power to transfer rights in, all such collateral or purported collateral for the
security interests provided for under the Opinion Documents to
attach.
  (iii)           Other
than as expressly noted in paragraphs 9 through 13 above, we express no opinion
as to (x) the creation, validity or enforceability of, any pledge, security
interest, assignment for security, lien or other encumbrance, as the case may
be, that may be created or purported to be created under the Opinion
Documents.  We also express no opinion as to the priority of any
pledge, security interest, assignment for security, lien or other encumbrance,
as the case may be, that may be created or purported to be created under the
Opinion Documents.
  (iv)           We
express no opinion as to security interests in any commercial tort
claims.
  (v)           In
the case of property that becomes collateral under the Opinion Documents after
the date hereof, Section 552 of the United States Bankruptcy Code limits the
extent to which property acquired by a debtor after the commencement of a case
under the United States Bankruptcy Code may be subject to a lien arising from a
security agreement entered into by the debtor before the commencement of such
case.
  (vi)           We
express no opinion as to the enforceability of the security interests under the
Opinion Documents in any item of collateral subject to any restriction on or
prohibition against transfer contained in or otherwise applicable to such item
of collateral or any contract, agreement, license, permit, security, instrument
or document constituting,
  
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 evidencing
or relating to such item, except to the extent that any such restriction is
rendered ineffective pursuant to any of Sections 9-406 through 9-409, inclusive,
of the  UCC.
  (vii)           We
call to your attention that Article 9 of the Texas UCC and the Delaware UCC
requires the filing of continuation statements within the period of six months
prior to the expiration of five years from the date of original filing of
financing statements under such UCC in order to maintain the effectiveness of
such financing statements and that additional financing statements may be
required to be filed to maintain the perfection of security interests if the
debtor granting such security interests makes certain changes to its name, or
changes its location (including through a change in its jurisdiction of
organization) or the location of certain types of collateral, all as provided in
such UCC.
  (viii)           With
respect to our opinion in paragraph 10 above, we express no opinion with respect
to the perfection of any such security interest in any Article 9 Collateral
constituting timber to be cut, as extracted collateral, or property described in
Section 9-311(a) of the NY UCC or Delaware UCC or Section 9.3ll(a) of the Texas
UCC (including, without limitation, property subject to a certificate-of-title
statute).
  (F)           We
express no opinion as to the compliance or noncompliance, or the effect of the
compliance or noncompliance, of each of the addressees or any other person or
entity with any state or federal laws or regulations (including, without
limitation, the policies, procedures, guidelines, and practices of any
regulatory authority with respect thereto) applicable to each of them by reason
of their status as or affiliation with a federally insured depository
institution, a financial holding company, a bank holding company, a
state-chartered non-federally insured depository institution, a securities
dealer, an investment company or an insurance company, except as expressly
set forth in paragraph 7 above.
  (G)           Our
opinions in paragraphs 9, 10 and 13 are limited to Articles 8 and 9 of the NY
UCC, the Texas UCC and the Delaware UCC and therefore such opinions do not
address laws of jurisdictions other than New York, Texas and Delaware, and of
New York, Texas and Delaware except for Articles 8 and 9 of the NY UCC, the
Texas UCC and the Delaware UCC.  Further, we express no opinion under
the choice of law rules of the NY UCC with respect to the law governing
perfection and priority of any security interests.
  (H)           Insofar
as our opinions in paragraph 4 and in paragraph 14 above relate to the
enforceability under Texas law of the choice of law provisions contained in the
Opinion Documents selecting New York law as the governing law thereof, it is
rendered in reliance upon Section 35.51 of the Texas Business and Commerce Code
and in particular on the provision in
  
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 such
Section that state that a transaction bears a reasonable relation to the law of
a chosen state if a party to the transaction is a resident of that
jurisdiction.  We have assumed that at least one of the Lenders is a
resident of the State of New York.
  (L)           Our opinions in Paragraphs 11 through 13 above are
subject to the following assumptions and qualifications:
 (1)           The description of the Deed of Trust Property contained
in the Targa North Texas Chico Plant Deed of Trust was prepared by Borrower and
we have made no investigation as to the ownership, title or description of any
property, and we have not reviewed the full Exhibit “A” except in respect of
adequacy of the form of the description of the properties therein.  We
have assumed thatthe legal descriptions of
the Deed of Trust Property in the Targa North Texas Chico Plant Deed of Trust
are accurate and correct.
 (2)           The description of the Deed of Trust Property contained
in the Targa North Texas Other Properties Deed of Trust was prepared by Borrower
and we have made no investigation as to the ownership, title or description of
any property, and we have not reviewed the full Exhibit “A” except in respect of
adequacy of the form of the description of the properties therein.  We
have also assumed that the legal descriptions of the Deed of Trust Property in
the Targa North Texas Other Properties Deed of Trust are accurate and
correct.
 (3)           The description of the Deed of Trust Property contained
in the Targa Intrastate Deed of Trust was prepared by Borrower and we have made
no investigation as to the ownership, title or description of any property, and
we have not reviewed the full Exhibit “A” except in respect of adequacy of the
form of the description of the properties therein.  We have also
assumed that the legal descriptions of the Deed of Trust Property in the Targa
Intrastate Deed of Trust are accurate and correct.
 (4)           We express no opinion with respect to the following
provisions to the extent that the same are contained in the Texas Deeds of
Trust: (i) provisions limiting or affecting the enforceability of any provision
that purports to prevent any party from becoming a mortgagee in possession,
notwithstanding any enforcement actions taken under the Deed of
Trust;  (ii) any purported right of any secured party or any lessor to
remove Persons from property described in the Texas Deeds of Trust if such
Persons have rights under any real estate document known or properly recorded at
the time of recording of such Texas Deed of Trust; (iii) provisions securing
future advances to any Person other than those contemplated by the parties as of
the date of the Texas Deeds of
  
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 Trust; and (iv) provisions granting any
Person the right to sell real property pursuant to the Texas
UCC.
 (5)           We express no opinion as to the validity, binding effect
or enforceability of any provision contained in each Texas Deed of Trust
limiting the ability of a Transaction Party therein to transfer or encumber,
voluntarily or involuntarily, any right, title or interest in or to the
Facilities, Servitudes and the Pipeline System or other portions of the Deed of
Trust Property; however, in our view, such limitations do not render
unenforceable any provision of the Texas Deeds of Trust which provides that a
transfer in violation thereof constitutes an Event of Default
thereunder.
 (6)           We express no opinion as to the
following:
 
 (i)           The accuracy or adequacy of any asset description,
except as to form;
 (ii)           The priority of a lien on real property or a security
interest in personal property, or enforcement of a security interest in personal
property separately from enforcement of the lien on real property as
contemplated by Section 9.604 of the Texas UCC;
 (iii)           The creation, attachment, perfection or priority of a
lien on after-acquired real property not specifically described in the Texas
Deeds of Trust or any fixtures not located on any such real property;
or
 (iv)           Except as specifically provided in our opinions above,
the recordation or filing of any of the Opinion Documents.
 (10)           We express no opinion regarding the status of any
Transaction Party as a transmitting utility, as such term is defined in the
Delaware UCC.
 (M)           We have been engaged by the Borrower and the other
Transaction Parties to represent them for purposes of rendering the opinions
expressed in this letter, but we caution you that we are not the sole outside
counsel to the Borrower and the Transaction Parties or their respective
affiliates.  Our representation of the Transaction Parties is limited
to certain specified discrete matters selected by them.  The
Transaction Parties and their affiliates have in the past used, and to our
knowledge continue to use, other law firms to represent them in connection with
other matters, including without limitation, litigation, corporate, securities
and regulatory matters.  Accordingly, the scope of this opinion is
limited to the matters addressed herein.  No
  
 Table of Contents
 To the
Lenders and the Administrative Agent
 February
14, 2007
 Page 13 of
13
 
 
 inference with regard to other matters should be drawn
from our representation of the Transaction Parties or their affiliates for
purposes of rendering the opinions expressed in this letter.
  We are
qualified to practice law in the States of Texas and New York and we do not
purport to express an opinion on any laws other than Applicable
Law.   The opinions expressed herein are solely for the benefit
of the addressees hereof and of any other person or entity becoming a Lender or
Administrative Agent under and in accordance with the provisions of the Credit
Agreement, in each case above, in connection with the transaction referred to
herein and may not be relied on by such addressees or such other persons or
entities for any other purpose or in any manner or for any purpose by any other
person or entity.  This opinion letter is rendered as of the date set
forth above.  We expressly disclaim any obligation to update this
letter after such date.
  Very
truly yours,
  
  Bracewell
& Giuliani LLP
  
 Table of Contents
 
 Annex I
  GUARANTORS
  1.  Targa
Resources Operating GP LLC, a Delaware limited liability company ("Targa Operating
GP").
  2.  Targa
Resources Operating LP, a Delaware limited partnership ("Targa
Operating").
  3.  Targa
North Texas GP LLC, a Delaware limited liability company ("Targa North Texas
GP").
  4.  Targa
North Texas LP, a Delaware limited partnership ("Targa North
Texas").
  5.  Targa
Intrastate Pipeline LLC, a Delaware limited liability company ("Targa
Intrastate").
  
  
 Table of Contents
 
 Annex II
  NOTES
  1.           Note
dated as of February 14, 2007 executed by the Borrower and made payable to Bank
of America, N.A. in the amount of $29,750,000.
  2.           Note
dated as of February 14, 2007 executed by the Borrower and made payable to
Merrill Lynch Capital, a Division of Merrill Lynch Business Financial Services
Inc. in the amount of $29,500,000.
  
  
 Table of Contents
 
 Annex
III
  DEEDS
OF TRUST
  1. Deed of
Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing
Statement dated as of February 14, 2007 ("Targa North Texas Chico
Plant Deed of Trust") from Targa North Texas, as mortgagor, to PRLAP,
Inc., as Trustee, for the benefit of the Collateral Agent, with respect to the
Chico Plant, to be filed in Wise County, Texas.
  2.           Deed
of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing
Statement dated as of February 14, 2007 ("Targa North Texas Other
Properties Deed of Trust") from Targa North Texas, as mortgagor, to
PRLAP, Inc., as Trustee, for the benefit of the Collateral Agent, with respect
to Properties of Targa North Texas other than the Chico Plant, to be filed in
the following counties in Texas: Eastland, Clay, Palo Pinto, Shackelford,
Throckmorton, Archer, Denton, Jack, Montague, Parker, Stephens, Wise, and Young
Counties, Texas.
  3.           Deed
of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing
Statement dated as of February 14, 2007 ("Targa Intrastate Deed of
Trust") from Targa Intrastate, as mortgagor, to PRLAP, Inc., as Trustee,
for the benefit of the Collateral Agent to be filed in the following counties in
Texas: Haskell, Shackelford, Throckmorton, Young and Wise Counties,
Texas.
  
  
 Table of Contents
 
 Annex IV
  FINANCING
STATEMENTS
  1.  Financing
Statement naming Borrower, as debtor, and the Collateral Agent, as secured
party, with respect to the Pledge Agreement which will be filed in the office of
the Secretary of State of the State of Delaware (such office, the "Delaware Filing
Office").
  2.  Financing
Statement naming Targa Operating GP, as debtor, and the Collateral Agent, as
secured party, with respect to the Pledge Agreement which will be filed in the
Delaware Filing Office.
  3.  Financing
Statement naming Targa Operating, as debtor, and the Collateral Agent, as
secured party, with respect to the Pledge Agreement which will be filed in the
Delaware Filing Office.
  4.  Financing
Statement naming Targa North Texas GP, as debtor, and the Collateral Agent, as
secured party, with respect to the Pledge Agreement which will be filed in the
Delaware Filing Office.
  5.  Financing
Statement naming Targa North Texas, as debtor, and the Collateral Agent, as
secured party, with respect to the Pledge Agreement which will be filed in the
Delaware Filing Office.
  6.  Financing
Statement naming Targa Intrastate, as debtor, and the Collateral Agent, as
secured party, with respect to the Pledge Agreement which will be filed in the
Delaware Filing Office.
  7.  Transmitting
Utility Financing Statement naming Targa North Texas, as debtor, in respect of
the Targa North Texas Chico Plant Deed of Trust and the Targa North Texas Other
Properties Deed of Trust which will be filed in the Delaware Filing
Office.
  8.  Transmitting
Utility Financing Statement naming Targa Intrastate, as debtor, in respect of
Targa Intrastate Deed of Trust which will be filed in the Delaware Filing
Office.
  The
Financing Statements referred to in items 1 through 6 above are collectively
referred to as the "Delaware Financing
Statements". The Financing Statements referred to in items 7 and 8 above
are collectively referred to as the "Transmitting Utility
Financing Statements".
  
 Table of Contents
 
 Annex V
  RELIANCE
MATERIALS
  Each which has been certified to us by
an officer of the General Partner as being complete and correct and continuing
in full force and effect as of the date hereof.
  1.  Copy of
the Certificate of Limited Partnership of the Borrower dated as of October 23,
2006.
  2.  Copy of
the Amended and Restated Limited Partnership Agreement of the Borrower dated as
of February 14, 2007.
  3.  Certificate,
dated January 24, 2007, of the Secretary of State of the State of Delaware as to
the good standing and existence of the Borrower in the State of Delaware as of
such date.
  4.  Certificate,
dated February 1, 2007, of the Secretary of State of the State of Texas as to
the existence of the Borrower in the State of Texas as of such
date.
  5.  Copy of
the Certificate of Formation of the General Partner dated as of October 23,
2006.
  6.  Copy of
the Limited Liability Company Agreement of the General Partner dated as of
October 23, 2006.
  7.  Certificate,
dated January 24, 2007, of the Secretary of State of the State of Delaware as to
the good standing and legal existence of the General Partner in the State of
Delaware as of such date.
  8.  Certificate,
dated February 1, 2007, of the Secretary of State of the State of Texas as to
the existence of the General Partner in the State of Texas as of such
date.
  9.  Certificate,
dated February 1, 2007, of the Comptroller of Public Accounts of the State of
Texas as to the good standing of the General Partner in the State of Texas as of
such date.
  10.  Copy of
Unanimous Written Consent of the Board of Directors of the General Partner dated
as of February 7, 2007.
  11.  Copy of
the Certificate of Formation of Targa Operating GP dated as of January 29,
2007.
  12.  Copy of
the Limited Liability Company Agreement of Targa Operating GP dated as of
January 29, 2007.
  
 Table of Contents
 
 13.  Certificate,
dated February 1, 2007, of the Secretary of State of the State of Delaware as to
the good standing and legal existence of Targa Operating GP in the State of
Delaware as of such date.
  14.  Certificate,
dated February 1, 2007, of the Secretary of State of the State of Texas as to
the existence of Targa Operating GP in the State of Texas as of such
date.
  15.  Certificate,
dated February 1, 2007, of the Comptroller of Public Accounts of the State of
Texas as to the good standing of Targa Operating GP in the State of Texas as of
such date.
  16.  Copy of
Unanimous Written Consent of the Board of Directors of Targa Operating GP dated
as of February 7, 2007.
  17.  Copy of
the Certificate of Limited Partnership of Targa Operating dated as of January
29, 2007.
  18.  Copy of
the Agreement of Limited Partnership of Targa Operating dated as of January 29,
2007.
  19.  Certificate,
dated February 1, 2007, of the Secretary of State of the State of Delaware as to
the existence of Targa Operating in the State of Delaware as of such
date.
  20.  Certificate,
dated February 1, 2007, of the Secretary of State of the State of Texas as to
the existence of Targa Operating in the State of Texas as of such
date.
  21.  Copy of
the Certificate of Formation of Targa North Texas GP dated as of November 28,
2005.
  22.  Copy of
the Limited Liability Company Agreement of Targa North Texas GP dated as of
November 29, 2005.
  23.  Certificate,
dated January 24, 2007, of the Secretary of State of the State of Delaware as to
the good standing and legal existence of Targa North Texas GP in the State of
Delaware as of such date.
  24.  Certificate,
dated January 24, 2007, of the Secretary of State of the State of Texas as to
the legal existence of Targa North Texas GP in the State of Texas as of such
date.
  25.  Certificate,
dated January 24, 2007, of the Comptroller of Public Accounts of the State of
Texas as to the good standing of Targa North Texas GP in the State of Texas as
of such date.
  26.  Copy of
Unanimous Written Consent of the Board of Managers of Targa North Texas GP dated
as of February 7, 2007.
  27.  Copy of
the Certificate of Limited Partnership of Targa North Texas dated as of November
28, 2005.
  
 Table of Contents
 
 28.  Copy of
the Agreement of Limited Partnership of Targa North Texas dated as of November
29, 2005.
  29.  Certificate,
dated January 24, 2007, of the Secretary of State of the State of Delaware as to
the good standing and legal existence of Targa North Texas in the State of
Delaware as of such date.
  30.  Certificate,
dated January 24, 2007, of the Secretary of State of the State of Texas as to
the legal existence of Targa North Texas in the State of Texas as of such
date.
  31.  Copy of
the Certificate of Incorporation, as amended, of Targa Intrastate dated as of
February 8, 2000.
  32.  Copy of
the Limited Liability Company Agreement of Targa Intrastate dated as of March
20, 2003.
  33.  Certificate,
dated January 24, 2007, of the Secretary of State of the State of Delaware as to
the good standing and legal existence of Targa Intrastate in the State of
Delaware as of such date.
  34.  Certificate,
dated January 24, 2007, of the Secretary of State of the State of Texas as to
the legal existence of Targa Intrastate in the State of Texas as of such
date.
  35.  Certificate,
dated January 24, 2007, of the Comptroller of Public Accounts of the State of
Texas as to the good standing of Targa Intrastate in the State of Texas as of
such date.
  36.  Copy of
Written Consent of the Sole Member of Targa Intrastate dated as of February 7,
2007.
  37.  Copy of
Written Consent of Warburg Pincus Private Equity VIII, L.P. dated as of February
1, 2007.
  
 Table of Contents
 
 Exhibit
A
  FINANCING
STATEMENTS
  See
Attached
  
 Table of Contents
 
 Exhibit
B
  MATERIAL
AGREEMENTS
  1.
                                    Gas
      Gathering and Purchase Agreement by and between Burlington Resources Oil
      & Gas Company LP, by BROG GP Inc., its sole general partner, and
      Burlington Resources Trading Inc. and Dynegy Midstream Services, Limited
      Partnership.
  2.
                                    Omnibus
      Agreement among Targa, the General Partner and the
    Borrower.
  3.
                                    Natural
      Gas Purchase Agreement dated as of January 1, 2007 between Targa Gas
      Marketing LLC and Targa North
Texas.
  4.
                                    Products
      Purchase Agreement dated as of January 1, 2007 between Targa North Texas
      and Targa Liquids Marketing and
Trade.
  5.
                                    Contribution
      Agreement dated as of December 1, 2005 among Targa Midstream Services
      Limited Partnership, Targa GP Inc., Targa LP Inc., Targa Downstream GP
      LLC, Targa North Texas GP, Targa Straddle GP LLC, Targa Permian GP LLC,
      Targa Versado GP LLC, Targa Downstream LP, Targa North Texas, Targa
      Straddle LP, Targa Permian LP and Targa Versado
  LP.
  6.
                                    First
      Amendment to Contribution Agreement dated as of January 1, 2007 among
      Targa, Targa Resources LLC, Targa Resources II LLC, Targa Resources
      Holdings GP LLC, Targa Resources Holdings LP, Targa Midstream GP LLC,
      Targa Midstream Services Limited Partnership, Targa GP Inc, Targa LP Inc,
      Targa Downstream GP LLC, Targa North Texas GP, Targa Straddle GP LLC,
      Targa Permian GP LLC, Targa Versado GP LLC, Targa Downstream LP, Targa
      North Texas, Targa Straddle LP, Targa Permian LP and Targa Versado
      LP.
  7.
                                    Contribution,
      Conveyance and Assumption Agreement, dated as of February 14, 2007 among
      the Borrower, Targa Operating, the General Partner, Targa Operating GP,
      Targa GP Inc., Targa LP Inc., Targa Regulated Holdings LLC, Targa North
      Texas GP and Targa North Texas.
  
  
 Table of Contents
 
 EXHIBIT
H
 
 
 FORM
OF PLEDGE AND SECURITY AGREEMENT
 
 
 Table of Contents
 
 PLEDGE
AND SECURITY AGREEMENT
  THIS PLEDGE AND SECURITY AGREEMENT
(this “Agreement”) is made as of February 14, 2007, by each of the undersigned
grantors and the Additional Grantors (as hereinafter defined ) (whether one or
more “Grantor”, and if more than one, jointly and severally), in favor of BANK
OF AMERICA, N.A., as the Collateral Agent (in such capacity, together with its
successors and assignees herein called “Secured Party”) for the Administrative
Agent, the L/C Issuer, the Swing Line Lender and the Lenders from time to time
party to the Credit Agreement (as herein defined; with the other terms used and
not defined herein having the meanings given to such terms in the Credit
Agreement), the Lenders and Affiliates of Lenders owed Cash Management
Obligations and the Hedging Parties under the Secured Hedge
Agreements.  (The Administrative Agent, the Collateral Agent, the L/C
Issuer, the Swing Line Lender, the Lenders, the Lenders and Affiliates of
Lenders owed Cash Management Obligations and the Hedging Parties are herein
collectively called the “Lender Parties”).
  RECITALS:
  1.           TARGA
RESOURCES PARTNERS LP, a Delaware limited partnership (the “Borrower”), Bank of
America, N.A., as the Administrative Agent, as the Collateral Agent, as the
Swing Line Lender, and as the L/C Issuer, and the Lenders are parties to a
Credit Agreement dated of even date herewith (as from time to time amended,
supplemented, restated, increased, renewed, extended, refinanced or otherwise
modified from time to time, the “Credit Agreement”).
  2.           Subject
to the terms and conditions of the Credit Agreement, the Borrower or certain
other Grantors are or may be parties to one or more Secured Hedge Agreements
with one or more Hedging Parties.
  3.           In
consideration of the extensions of credit and other accommodations by the
Administrative Agent, the Collateral Agent, the L/C Issuer, the Swing Line
Lender or the Lenders pursuant to the Credit Agreement, agreements or
arrangements with Lenders or Affiliates of Lenders giving rise to Cash
Management Obligations or by the Hedging Parties pursuant to the Secured Hedge
Agreements, each Grantor has agreed to secure such Grantor’s obligations under
the Loan Documents and the Secured Hedge Agreements as set forth
herein.
  4.           The
Borrower, and each direct and indirect Subsidiary of the Borrower, are mutually
dependent on each other in the conduct of their respective businesses under a
holding company structure, with the credit needed from time to time by each
often being provided by another or by means of financing obtained by one such
affiliate with the support of the others for their mutual benefit and the
ability of each to obtain such financing being dependent on the successful
operations of the others.
  5.           The
Board of Directors or other equivalent body of each Grantor, as applicable, has
determined that such Grantor’s execution, delivery and performance of this
Agreement may reasonably be expected to benefit such Grantor, directly or
indirectly, and are in the best interests of such Grantor.
  
 Table of Contents
 
 NOW, THEREFORE, in consideration of the
premises, of the benefits which will inure to each Grantor from L/C Issuer’s
issuance of Letters of Credit and Lenders’ advances of funds to the Borrower
under the Credit Agreement, and of Ten Dollars and other good and valuable
consideration, the receipt and sufficiency of all of which are hereby
acknowledged, and in order to induce L/C Issuer to issue Letters of Credit,
Lenders to advance funds under the Credit Agreement, Lenders and Affiliates of
Lenders to enter into agreements and arrangements giving rise to Cash Management
Obligations and the Hedging Parties to enter into Secured Hedge Agreements, each
Grantor hereby agrees with Secured Party, for the benefit of the Lender Parties,
as follows:
  AGREEMENTS
  ARTICLE
I  Definitions and References
  Section
1.1.                      General
Definitions.  As used herein, the terms defined above shall
have the meanings indicated above, and the following terms shall have the
following meanings:
  “Account Debtor” shall
mean each Person who is obligated on a Receivable or any supporting obligation
related thereto.
  “Collateral” means all
property, of whatever type, which is described in Section 2.1 as being at any
time subject to a security interest granted hereunder to Secured
Party.
  “Commercial Tort
Claims” means a claim arising in tort with respect to which the claimant
is Grantor.
  “Company” means a LLC,
Partnership or Corporation in respect of which Company Rights are
granted.
  “Company Agreements”,
“Company
Rights”, and “Company Rights to
Payments” have the meanings given them in Section 2.1(k).
  “Copyright License”
means any license or other agreement, whether now or hereafter in existence,
under which is granted or authorized any right to use, copy, reproduce,
distribute, prepare derivative works, display or publish any records or other
materials on which a Copyright is in existence or may come into
existence.
  “Copyrights” means all
the following: (a) all copyrights under the laws of the United States or any
other country (whether or not the underlying works of authorship have been
published), all registrations and recordings thereof, all intellectual property
rights to works of authorship (whether or not published), and all application
for copyrights under the laws of the United States or any other country,
including registrations, recordings and applications in the United States
Copyright Office or in any similar office or agency of the United States, any
State thereof or other country, or any political subdivision thereof, (b) all
reissues, renewals and extensions thereof, (c) all claims for, and rights to sue
for, past or future infringements of any of the foregoing, and (d) all income,
royalties, damages and payments now or hereafter due or payable with respect to
any of the foregoing, including damages and payments for past or future
infringements thereof.
  
 Table of Contents
 
 “Corporation” has the
meaning given to it in Section 2.1(k)(iii).
  “Deposit Accounts”
means all “deposit accounts” (as defined in the UCC) or other demand, time,
savings, passbook, or similar accounts maintained with a bank, including
nonnegotiable certificates of deposit.
  “Documents” means all
“documents” (as defined in the UCC) or other receipts covering, evidencing or
representing inventory, equipment, or other goods.
  “Equipment” means all
“equipment” (as defined in the UCC) in whatever form, wherever located, and
whether now or hereafter existing, and all parts thereof, all accessions
thereto, and all replacements therefor.
  “General Intangibles”
means all “general intangibles” (as defined in the UCC) of any kind (including
choses in action, Commercial Tort Claims, Software, Payment Intangibles, tax
refunds, insurance proceeds, and contract rights), and all instruments, security
agreements, leases, contracts, and other rights (except those constituting
Receivables, Documents, or Instruments) to receive payments of money or the
ownership or possession of property, including all general intangibles under
which an account debtor's principal obligation is a monetary
obligation.  The General Intangibles include, among other items, all
Intellectual Property.
  “Instruments” means
all “instruments”, “chattel paper” or “letters of credit” (as each is defined in
the UCC) and all Letter-of-Credit Rights.
  “Intellectual
Property” means any Copyrights, Copyright Licenses, Patents, Patent
Licenses, Trademarks, and Trademark Licenses.
  “Inventory” means all
“inventory” (as defined in the UCC) in all of its forms, wherever located and
whether now or hereafter existing, including (a) all movable property and other
goods held for sale or lease, all movable property and other goods furnished or
to be furnished under contracts of service, all raw materials and work in
process, and all materials and supplies used or consumed in a business, (b) all
movable property and other goods which are part of a product or mass, (c) all
movable property and other goods which are returned to or repossessed by the
seller, lessor, or supplier thereof, (d) all goods and substances in which any
of the foregoing is commingled or to which any of the foregoing is added, and
(e) all accessions to, products of, and documents for any of the
foregoing.
  “Investment Property”
means all “investment property” (as defined in the UCC) and all other
securities, whether certificated or uncertificated, securities entitlements,
securities accounts, commodity contracts, or commodity accounts.
  “L/C Issuer” means the
Person who is from time to time the “L/C Issuer” as defined in the Credit
Agreement.
  “Lender Parties” has
the meaning given it in the Preamble.
  “Lenders” means the
Persons who are from time to time “Lenders” as defined in the Credit
Agreement.
  
 Table of Contents
 
 “Letter-of-Credit
Rights” means all rights to payment or performance under a “letter of
credit” (as defined in the UCC) whether or not the beneficiary has demanded or
is at the time entitled to demand payment or performance.
  “LLC” has the meaning
given to it in Section 2.1(k)(i).
  “Other Company Rights”
has the meaning given it in Section 2.1(k)(v).
  “Other Liable Party”
means any Person, other than Grantors, but including the Borrower, who may now
or may at any time hereafter be primarily or secondarily liable for any of the
Secured Obligations or who may now or may at any time hereafter have granted to
Secured Party or the Lender Parties  a Lien upon any property as
security for the Secured Obligations.
  “Partnership” has the
meaning given it in Section 2.1(k)(ii).
  “Patent License” means
any license or other agreement, whether now or hereafter in existence, under
which is granted or authorized any right with respect to any Patent or any
invention now or hereafter in existence, whether patentable or not, whether a
patent or application for patent is in existence on such invention or not, and
whether a patent or application for patent on such invention may come into
existence.
  “Patents” means all
the following:  (a) all letters patent and design letters patent of
the United States or any other country and all applications for letters patent
and design letters patent of the United States or any other country, including
applications in the United States Patent and Trademark Office or in any similar
office or agency of the United States, any State thereof or other country, or
any political subdivision thereof, (b) all reissues, divisions, continuations,
continuations-in-part, renewals and extensions thereof, (c) all claims for, and
rights to sue for, past or future infringements of any of the foregoing, and (d)
all income, royalties, damages and payments now or hereafter due or payable with
respect to any of the foregoing, including damages and payments for past or
future infringements thereof.
  “Payment Intangibles”
means all “payment intangibles” (as defined in the UCC).
  “Pledged Shares” has
the meaning given it in Section 2.1(k)(iii).
  “Proceeds” means, with
respect to any property of any kind, all proceeds of, and all other profits,
products, rentals or receipts, in whatever form, arising from any sale,
exchange, collection, lease, licensing or other disposition of, distribution in
respect of, or other realization upon, such property, including all claims
against third parties for loss of, damage to or destruction of, or for proceeds
payable under (or unearned premiums with respect to) insurance in respect of,
such property (regardless of whether Secured Party is named a loss payee
thereunder), and any payments paid or owing by any third party under any
indemnity, warranty, or guaranty with respect to such property, and any
condemnation or requisition payments with respect to such property, in each case
whether now existing or hereafter arising.
  “Receivables” means
(a) all “accounts” (as defined in the UCC) and all other rights to payment for
goods or other personal property which have been (or are to be) sold, leased, or
exchanged or for services which have been (or are to be) rendered, regardless of
whether such
  
 Table of Contents
 
 accounts
or other rights to payment have been earned by performance and regardless of
whether such accounts or other rights to payment are evidenced by or
characterized as accounts receivable, contract rights, book debts, notes, drafts
or other obligations of indebtedness, (b) all Documents and Instruments of any
kind relating to such accounts or other rights to payment or otherwise arising
out of or in connection with the sale, lease or exchange of goods or other
personal property or the rendering of services, (c) all rights in, to, or under
all security agreements, leases and other contracts securing or otherwise
relating to any such accounts, rights to payment, Documents, or Instruments, (d)
all rights in, to and under any purchase orders, service contracts, or other
contracts out of which such accounts and other rights to payment arose (or will
arise on performance), and (e) all rights in or pertaining to any goods arising
out of or in connection with any such purchase orders, service contracts, or
other contracts, including rights in returned or repossessed goods and rights of
replevin, repossession, and reclamation.
  “Secured Obligations”
has the meaning given such term in Section 2.2.
  “Secured Party” means
the Person named as such at the beginning of this Agreement, together with its
successors and assigns as the “Administrative Agent” under the Credit
Agreement.
  “Software” means all
“software” (as defined in the UCC), including all computer programs, any
supporting information provided in connection with a transaction relating to a
computer program, all licenses or other rights to use any of such computer
programs, and all license fees and royalties arising from such use to the extent
permitted by such license or rights.
  “Titled Collateral”
means Collateral subject to a “certificate of title” (as defined in the
UCC).
  “Trademark License”
means any license or agreement, whether now or hereafter in existence, under
which is granted or authorized any right to use any Trademark.
  “Trademarks” means all
of the following: (a) all trademarks, trade names, corporate names, company
names, business names, fictitious business names, trade styles, service marks,
logos, brand names, trade dress, prints and labels on which any of the foregoing
have appeared or appear, package and other designs, and any other source or
business identifiers, and general intangibles of like nature, and the rights in
any of the foregoing which arise under applicable law, (b) the goodwill of the
business symbolized thereby or associated with each of them, (c) all
registrations and applications in connection therewith, including registrations
and applications in the United States Patent and Trademark Office or in any
similar office or agency of the United States, any State thereof or other
country, or any political subdivision thereof, (d) all reissues, extensions and
renewals thereof, (e) all claims for, and rights to sue for, past or future
infringements of any of the foregoing, and (f) all income, royalties, damages
and payments now or hereafter due or payable with respect to any of the
foregoing, including damages and payments for past or future infringements
thereof.
  “UCC” means the
Uniform Commercial Code in effect in the State of New York from time to time,
provided, however, in the event that, by reason of mandatory provisions of law,
any or all the attachment, perfection or priority of the Collateral Agent’s
security interest in any
  
 Table of Contents
 
 Collateral
is governed by the Uniform Commercial Code as in effect in a jurisdiction other
than the State of New York, the term “UCC” shall mean the Uniform Commercial
Code as in effect in such other jurisdiction for purposes of the provisions
hereof relating to such attachment, perfection or priority and for purposes of
definitions related to such provisions.
  Section
1.2.                      Incorporation of Other
Definitions.  Reference is hereby made to the Credit Agreement
for a statement of the terms thereof.  All capitalized terms used in
this Agreement which are defined in the Credit Agreement and not otherwise
defined herein shall have the same meanings herein as set forth
therein.  All terms used in this Agreement which are defined in the
UCC and not otherwise defined herein or in the Credit Agreement shall have the
same meanings herein as set forth therein, except where the context otherwise
requires.  The parties intend that the terms used herein which are
defined in the UCC have, at all times, the broadest and most inclusive meanings
possible.  Accordingly, if the UCC shall in the future be amended or
held by a court to define any term used herein more broadly or inclusively than
the UCC in effect on the date hereof, then such term, as used herein, shall be
given such broadened meaning.  If the UCC shall in the future be
amended or held by a court to define any term used herein more narrowly, or less
inclusively, than the UCC in effect on the date hereof, such amendment or
holding shall be disregarded in defining terms used herein.
 
 Section
1.3.                      Attachments.  All
exhibits or schedules which may be attached to this Agreement are a part hereof
for all purposes.
 
 Section
1.4.                      Other Interpretive
Provisions.  With reference to this, unless otherwise specified
herein:
  (a)           The
definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter
forms.  The word “or” is not exclusive, and the words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without
limitation.”  The word “will” shall be construed to have the same
meaning and effect as the word “shall.”  Unless the context requires
otherwise, (i) any definition of or reference to any agreement, instrument or
other document shall be construed as referring to such agreement, instrument or
other document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications
set forth herein or in any other Loan Document), (ii) any reference herein to
any Person shall be construed to include such Person’s successors and assigns,
(iii) the words “herein,” “hereof” and “hereunder,” and words of similar import
when used herein, shall be construed to refer this Agreement in its entirety and
not to any particular provision thereof, (iv) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement, (v) any reference to
any Law shall include all statutory and regulatory provisions consolidating,
amending, replacing or interpreting such Law and any reference to any Law or
regulation shall, unless otherwise specified, refer to such Law or regulation as
amended, modified or supplemented from time to time, and (vi) the words “asset”
and “property” shall be construed to have the same meaning and effect and to
refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights.
  
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 (b)           In
the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including;” the words “to” and “until”
each mean “to but excluding;” and the word “through” means “to and
including.”
  (c)           Section
headings herein are included for convenience of reference only and shall not
affect the interpretation of this Agreement.
  ARTICLE
II
  Security
Interest
  Section
2.1.                      Grant of Security
Interest.  As collateral security for all of the Secured
Obligations, each Grantor hereby pledges and assigns to Secured Party and grants
to Secured Party a continuing security interest, for the benefit of the Lender
Parties, in and to all right, title and interest of such Grantor in and to any
and all of the following property, whether now owned or existing or hereafter
acquired or arising and regardless of where located:
  (a)           all
Receivables.
  (b)           all
General Intangibles.
  (c)           all
Documents.
  (d)           all
Instruments.
  (e)           all
Inventory.
  (f)           all
Equipment.
  (g)           all
Deposit Accounts.
  (h)           all
Investment Property.
  (i)           All
books and records (including, without limitation, customer lists, marketing
information, credit files, price lists, operating records, vendor and supplier
price lists, sales literature, computer software, computer hardware, computer
disks and tapes and other storage media, printouts and other materials and
records) of Grantor pertaining to any of the Collateral.
  (j)           All
moneys and property of any kind of Grantor in the possession or under the
control of Secured Party.
  (k)           All
of the following (herein collectively called the “Company Rights”), whether now
or hereafter existing, which are owned by such Grantor or in which such Grantor
otherwise has any rights:
  (i)           all
interests (or in the case of a First-Tier Foreign Subsidiary, all Eligible
Equity Interests) in any Person owned by such Grantor (other than any
Unrestricted Subsidiary) which is a limited liability company and all proceeds,
interest, profits, and other payments or rights to payment attributable to
Grantor’s interests in any such limited liability company
  
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 (whether
one or more, herein called the “LLCs”), including without limitation those
described in Exhibit A hereto,
  (ii)           all
interests (or in the case of a First-Tier Foreign Subsidiary, all Eligible
Equity Interests) in any Person owned by such Grantor (other than any
Unrestricted Subsidiary) which is a general or limited partnership (including
general partnership interests and limited partnership interests) and all
proceeds, interest, profits, and other payments or rights to payment
attributable to Grantor’s interests in any such limited partnership (whether one
or more, herein called the “Partnerships”), including without limitation those
described in Exhibit A hereto,
  (iii)           all
shares of stock (or in the case of a First-Tier Foreign Subsidiary, all Eligible
Equity Interests) of any Person owned by such Grantor (other than any
Unrestricted Subsidiary) which is a corporation (including common shares or
preferred shares) and all proceeds, interest, profits, and other payments or
rights to payment attributable to Grantor’s interests in any such corporation
(whether one or more, herein called the “Corporations”), including without
limitation those described in Exhibit A hereto, all certificates representing
any such shares, all options and other rights, contractual or otherwise, at any
time existing with respect to such shares, and all dividends, cash, instruments
and other property now or hereafter received, receivable or otherwise
distributed in respect of or in exchange for any or all of such shares (any and
all such shares, certificates, options, rights, dividends, cash, instruments and
other property being herein called the “Pledged Shares”),
  (iv)           all
distributions, dividends, cash, instruments and other property now or hereafter
received, receivable or otherwise made with respect to or in exchange for any
interest of Grantor in any Company, including interim distributions, returns of
capital, loan repayments, and payments made in liquidation of any Company, and
whether or not the same arise or are payable under any Organization Document,
any agreement or certificate forming any Company or any other agreement
governing any Company or the relations among the members, partners or
stockholders of any Company (any and all such proceeds, interest, profits,
payments, rights to payment, distributions, dividends, cash, instruments, other
property, interim distributions, returns of capital, loan repayments, and
payments made in liquidation being herein called the “Company Rights to
Payments”, and any and all such Organization Documents, agreements,
certificates, and other agreements being herein called the “Company
Agreements”), and
  (v)           all
other interests and rights of such Grantor in any Company, whether under the
Company Agreements or otherwise, including without limitation any right to cause
the dissolution of any Company or to appoint or nominate a successor to such
Grantor as a member, shareholder or partner in any Company (all such other
interests and rights being herein called the “Other Company
Rights”).
  (l)           All
Proceeds of any and all of the foregoing Collateral.
  In each case, the foregoing shall be
covered by this Agreement, whether such Grantor’s ownership or other rights
therein are presently held or hereafter acquired and however such Grantor’s
interests therein may arise or appear (whether by ownership, security interest,
claim or otherwise).
  
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 Notwithstanding the foregoing
provisions of this Section 2.1, the grant of a security interest as herein
provided shall not extend to any Equipment subject to a purchase money security
interest or equipment lease (the “Encumbered Equipment”), General Intangible,
Instrument, Company Rights or Investment Property in which any Grantor has any
right, title or interest if and to the extent that such Encumbered Equipment,
General Intangible, Instrument, Company Rights or Investment Property is subject
to a Lien permitted by Section 7.01 of the Credit Agreement, Organization
Document, contractual provision or other restriction on assignment such that the
creation of a security interest in the right, title or interest of such Grantor
therein would be prohibited and would, in and of itself, cause or result in a
default thereunder enabling another Person party to such purchase contract,
lease, or other contract or agreement relating to Encumbered Equipment, General
Intangible, Instrument, Company Rights or Investment Property to enforce any
remedy with respect thereto (the “Excluded Collateral”); provided that, the
foregoing exclusion shall not apply if (i) such prohibition has been waived or
such other Person has otherwise consented to the creation hereunder of a
security interest in such Excluded Collateral, or (ii) such prohibition shall be
rendered ineffective pursuant to Sections 9-406, 9-407 or 9-408 of the UCC or
any other applicable law (including Debtor Relief Laws); provided further, that
immediately upon the ineffectiveness, lapse or termination of any such provision
such Grantor shall be deemed to have granted such security interest in all its
right, title and interest in and to such Excluded Collateral as if such
provision had never been in effect; and the foregoing exclusion shall in no way
be construed so as to limit, impair or otherwise affect the Secured Party’s
continuing security interest in and to all right, title and interest of such
Grantor in or to any payment obligations or other rights to receive monies due
or become due with respect to any such Excluded Collateral and in any such
monies or proceeds of such Excluded Collateral.
  The granting of the foregoing security
interest does not make Secured Party a successor to such Grantor as a member of
any LLC or as a partner of any Partnership or a stockholder of any Corporation,
and neither Secured Party nor any of its successors or assigns hereunder shall
be deemed to have become a member of any LLC, have become a partner of any
Partnership or have become a stockholder of any Corporation by accepting this
Agreement or exercising any right granted herein unless and until such time, if
any, when Secured Party or any such successor or assign expressly becomes a
member of any LLC, becomes a partner of any Partnership or becomes a stockholder
of any Corporation after a foreclosure upon Other Company
Rights.  Notwithstanding anything herein to the contrary (except to
the extent, if any, that Secured Party or any of its successors or assigns
hereafter expressly becomes a member of any LLC, a partner of any Partnership or
a stockholder of any Corporation), neither Secured Party nor any of its
successors or assigns shall be deemed to have assumed or otherwise become liable
for any debts or obligations of any Company or of any Grantor to or under any
Company, and the above definition of “Other Company Rights” shall be deemed
modified, if necessary, to prevent any such assumption or other
liability.
  Section
2.2.                      Secured Obligations
Secured.  The security interest created by each Grantor
hereunder in its Collateral constitutes continuing collateral security for all
of the following obligations, indebtedness and liabilities, whether now existing
or hereafter incurred or arising (collectively, the “Secured
Obligations”):
  (a)           Credit
Agreement Indebtedness.  All Obligations.
  
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 (b)           Secured
Hedge Agreements.  All present or future Secured Swap
Obligations.
  (c)           Cash
Management Arrangements. All present or future Cash Management
Obligations.
  (d)           Renewals.  All
renewals, extensions, amendments, modifications, supplements, or restatements of
or substitutions for any of the foregoing Secured Obligations described in
subsections (a) and (c) above.
  (e)           Bankruptcy.  Without
limiting the generality of the foregoing, in each case, such obligations,
indebtedness and liabilities whether recovery thereof may be or hereafter become
unenforceable or shall be an allowed or disallowed claim under any proceeding or
case commenced by or against any Grantor, including the Borrower, under Debtor
Relief Laws, and including interest that accrues and expenses that are incurred
or arise after the commencement by or against any Grantor, including the
Borrower, of any proceeding under any Debtor Relief Laws.
  It is the intention of each Grantor
which is a Subsidiary of the Borrower and Secured Party that this Agreement not
constitute a fraudulent transfer or fraudulent conveyance under any Law that may
be applied hereto.  Each Grantor which is a Subsidiary of the Borrower
and, by its acceptance hereof, Secured Party hereby acknowledges and agrees
that, notwithstanding any other provision of this Agreement: (a) with respect to
such Grantor, the indebtedness secured hereby shall be limited to the maximum
amount of indebtedness that can be incurred or secured by such Grantor without
rendering the security interests granted, and obligations incurred, hereunder by
such Grantor, subject to avoidance under Section 548 of the United States
Bankruptcy Code or any comparable provisions of any applicable Law, and (b) the
Collateral pledged by such Grantor hereunder shall be limited to the maximum
amount of Collateral that can be pledged by such Grantor without rendering the
pledge of Collateral by such Grantor subject to avoidance under Section 548 of
the United States Bankruptcy Code or any comparable provisions of any applicable
Law.  Each Grantor hereby acknowledges that the Secured Obligations
are owed to the various Lender Parties and that each Lender Party is entitled to
the benefits of the Liens given under this Agreement.
  ARTICLE
III
  Representations,
Warranties and Covenants
  Section
3.1.                      Representations and
Warranties.  Each Grantor hereby represents and warrants that
each of the representations and warranties made in the Credit Agreement is true
and correct insofar as it refers to such Grantor and, in addition, each Grantor
hereby represents and warrants to the Lender Parties as follows:
  (a)           Security
Interest; Perfection.  Such Grantor has and will have at all times
full right, power and authority to grant a security interest in its Collateral
to Secured Party as provided herein.  No effective financing statement
or other instrument similar in effect covering all or any part of the Collateral
is on file in any recording office except (i) any which have been filed in
respect of Liens permitted under Section 7.01 of the Credit Agreement, and (ii)
any such financing statements or other instruments for which a termination
statement that such Grantor is
  
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 authorized
to file has been delivered to Secured Party.  The filing of financing
statements contemplated by Section 4.1 with the Secretary of State (or
equivalent governmental official) of the State in which such Grantor is
organized which sufficiently indicates the Collateral, will perfect, and
establish the first priority (subject to Liens permitted under Section 7.01 of
the Credit Agreement) of, Secured Party’s security interest hereunder in the
Collateral to the extent a security interest in such Collateral may be perfected
under the UCC by the filing of a financing statement.
  (b)           Receivables.  Except
as has been promptly disclosed to the Administrative Agent and the Secured
Party, (i) none of the Account Debtors in respect of any Receivable is the
government of the United States, any agency or instrumentality thereof, any
state or municipality or any foreign sovereign that has not signed an assignment
agreement in form satisfactory to the Administrative Agent and (ii) no
Receivable is evidenced by, or constitutes, an Instrument in excess of
$5,000,000, which has not been delivered to, or otherwise subjected to the
control of, the Secured Party.
  (c)           Company
Rights.  All units, stock, interests and other securities constituting
the Company Rights of any Company that is a Subsidiary, and, to the knowledge of
such Grantor, all units, stock, interests and other securities constituting
Company Rights of any Company that is not a Subsidiary, have been duly
authorized and validly issued, are fully paid and (other than with respect to
general partnership interests) non assessable, and were not issued in violation
of the preemptive rights of any person or of any agreement by which Grantor or
any Company is bound. All documentary, stamp or other taxes or fees owing in
connection with the issuance, transfer or pledge of the Company Rights (or
rights in respect thereof) have been paid.  No restrictions or
conditions exist with respect to the transfer, voting or capital of any Company
Rights which could reasonably be expected to materially interfere with the
Secured Party’s exercise of its rights under this Agreement or the other Loan
Documents, except as permitted by the Credit Agreement.  Grantor has
delivered to Secured Party all certificates and instruments evidencing Company
Rights, if any, existing on the Closing Date.  All such certificates
and instruments are valid and genuine and have not been altered.  No
Company (other than any Company that is not a Subsidiary) has any outstanding
stock rights, rights to subscribe, options, warrants or convertible securities
outstanding or any other rights outstanding whereby any Person would be entitled
to have issued to it units of ownership interest, stock or partnership or
membership interests in any Company.  Except with respect to Pledged
Shares, neither Grantor nor any Company (other than any Company that is not a
Subsidiary) has elected the application of Article 8 of the UCC to apply to any
Company or any Company Rights, and Article 8 of the UCC is thus not applicable
to any Company (other than any Company that is not a Subsidiary), except with
respect to any Corporation.   No other Person (other than any
Company that is not a Subsidiary) has any registration under Article 8 of the
UCC in effect in respect of any Company Rights.  As of the Closing
Date, such Grantor owns the interests in each Company which are described on
Exhibit A as being owned by such Grantor.  No Company in which such
Grantor owns an interest has made any calls for capital to such Grantor which
have not been fully paid by such Grantor.  Grantor is not in default
under any of the Company Agreements.  Grantor’s rights under the
Company Agreements are enforceable in accordance with their terms, except as
such enforcement may be limited by bankruptcy, insolvency or similar Laws of
general application relating to the enforcement of creditors’
rights.
  
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 (d)           Intellectual
Property.  As of the Closing Date, there is no Intellectual Property
included within the Collateral which is material to such Grantor’s
business.
  Section
3.2.                      Covenants.  Unless
Secured Party shall otherwise consent in writing, each Grantor will at all times
(i) comply with the covenants contained in the Credit Agreement which are
applicable to such Grantor and (ii) comply with the covenants contained in this
Section 3.2 so long as any part of the Secured Obligations or the Commitment is
outstanding.
  (a)           General.  Except
for the security interest created by this Agreement, such Grantor shall not
create or suffer to exist any Lien upon or with respect to any of the
Collateral, except for Liens permitted by Section 7.01 of the Credit
Agreement.  Such Grantor shall defend its rights and interests in the
Collateral, as represented in the Credit Agreement, against all Persons at any
time claiming any other interest or Lien therein, other than those Liens
permitted by Section 7.01 of the Credit Agreement.
  (b)           Company
Rights.  Except as permitted by Sections 7.05 and 7.06  of
the Credit Agreement, Grantor will maintain its ownership of the interests in
each Company listed on Exhibit A.  Grantor will timely honor all calls
under any Company Agreement to provide capital to any Company, and Grantor will
not otherwise default in performing any of Grantor’s obligations under any
Company Agreement.  The Company Rights shall at all times be duly
authorized and validly issued and shall not be issued in violation of the pre
emptive rights of any Person or of any agreement by which Grantor or the Company
thereof is bound, except as permitted by the Credit
Agreement.  Nothing herein shall require Grantor as a member, partner
or shareholder of a Company to cause such Company to initiate, approve, adopt or
order a capital call by such Company.
  (c)           Delivery
of Certificates.  All instruments and certificates and true and
correct copies of all other writings evidencing the Company Rights, if any,
existing on the Closing Date shall be delivered to Secured Party on or prior to
the Closing Date.  All other certificates and instruments and true and
correct copies of all writings hereafter evidencing or constituting Company
Rights, if any, shall be delivered to Secured Party promptly upon the receipt
thereof by or on behalf of such Grantor or in accordance with Section
6.13.  All such certificates and instruments shall be held by or on
behalf of Secured Party pursuant hereto and shall be delivered in suitable form
for transfer by delivery with any necessary endorsement or shall be accompanied
by fully executed instruments of transfer or assignment in blank, all in form
and substance satisfactory to Secured Party.  To the extent that any
of the Company Rights (whether now owned or hereafter acquired) are not
evidenced by a certificate, instrument or other writing, such Grantor will take
all actions required to perfect the security interest created hereunder under
applicable Law, and such other actions as are reasonably necessary to effect the
foregoing.
  (d)           Proceeds
of Collateral.  If such Grantor shall receive, by virtue of its being
or having been an owner of any Company Rights, any certificate, instrument,
deed, bill of sale, promissory note, or other instrument or writing (including
any certificate representing a stock dividend or distribution or any given in
connection with any increase or reduction of capital, reorganization,
reclassification, merger, consolidation, sale of assets, liquidation, or partial
liquidation, combination of shares, stock split, spinoff or split off) in excess
of $5,000,000, such Grantor shall (i) receive the same in trust for the benefit
of Secured Party, (ii) segregate it from
  
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 such
Grantor’s other property, and, (iii) along with any necessary endorsement or
appropriate stock powers or instruments of transfer duly executed in
blank:  (1) with respect to any such certificates, instruments or
promissory notes, promptly deliver it to Secured Party in the exact form
received, to be held by Secured Party as Collateral, and (2) with respect to any
such deeds, bills of sale or other writings, use its commercially reasonable
best efforts to deliver it to Secured Party in the exact form received, to be
held by Secured Party as Collateral.  If such Grantor shall receive,
by virtue of its being or having been an owner of any Company Rights, any (A)
option or right, whether as an addition to, substitution for, or in exchange
for, any Company Rights, or otherwise; (B) dividends or distributions payable in
cash (except such dividends or distributions permitted to be retained by such
Grantor pursuant to Section 4.8 hereof) or in securities or other property, or
(C) dividends or other distributions in connection with a partial or total
liquidation or dissolution or in connection with a reduction of capital, capital
surplus or paid in surplus, such Grantor shall receive the same in trust for the
benefit of Secured Party, shall segregate it from such Grantor’s other property,
and shall promptly deliver it to Secured Party in the exact form received, with
any necessary endorsement or appropriate stock powers or instruments of transfer
duly executed in blank, to be held by Secured Party as Collateral.
  (e)           Status
of Company Rights.  Except for the Pledged Shares, the Company Rights
are not and shall not at any time be evidenced by any certificates, unless such
certificates have been delivered to Collateral Agent pursuant to Section
3.2(c).  The certificates delivered to the Collateral Agent evidencing
the Company Rights shall at all times be valid and shall not be
altered.
  (f)           Commercial
Tort Claims.  If Grantor shall at any time hold or acquire a
Commercial Tort Claim in excess of $10,000,000, Grantor shall immediately notify
Secured Party in writing of the details thereof and grant to Secured Party in
such writing a security interest therein and in the proceeds thereof, all upon
the terms of this Agreement, with such writing to be in form and substance
acceptable to Secured Party.
  (g)           Control
Rights.  With respect to such Collateral that Secured Party does not
then already have control (as defined in the UCC) upon request of the Secured
Party from time to time after the occurrence and during the continuance of an
Event of Default, Debtor shall cause Secured Party to have control (as defined
in the UCC) of Investment Property, Deposit Accounts, and Letter-of-Credit
Rights constituting Collateral to perfect, and establish the first priority of,
Secured Party's security interest hereunder in such Collateral.
  (h)           Intellectual
Property.  Debtor will maintain and protect (i) the validity and
enforceability of all Intellectual Property that is reasonably necessary for the
operation of its business as currently conducted, and without conflict with the
rights of any other Person, except to the extent such conflict, either
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect and (ii) the validity, perfection and priority of
Secured Party’s security interest in such Collateral except where the failure to
maintain and protect the validity, perfection and priority of such security
interest could not reasonably be expected to have a Material Adverse
Effect.   Prior to filing any application for registration of any
Intellectual Property material to the operation of its business as currently
conducted with the applicable office or agency of the United States, Debtor will
give Secured Party notice of such intended filing and will, upon Secured Party's
request, execute, deliver and file any agreements,
  
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 instruments,
registrations and filings which Secured Party may request to confirm Secured
Party's security interest therein and to put such security interest of record in
such office.
  (i)           
Certificates of Title.  After the occurrence and during the
continuance of an Event of Default, Debtor will with respect to Titled
Collateral in which Debtor presently has any interest from time to time, deliver
to Secured Party all such certificates of title, applications therefor, and all
other documents needed or helpful in registering Secured Party's security
interest in such Titled Collateral on such certificates of title and
applications and in otherwise perfecting Secured Party's security interest in
such Titled Collateral.
  (j)           Revenues.  By
the terms of the various Mortgages, certain Grantors may be assigning to the
Collateral Agent, for the benefit of the  Lender Parties, all of the
“Revenues” (as defined therein) accruing to the property covered
thereby.  Notwithstanding any such assignments, so long as no Event of
Default has occurred and is continuing, (a) such Grantors may continue to
receive and collect from the payors of such Revenues all such Revenues, subject,
however, to the Liens created under the Security Documents, which Liens are
hereby affirmed and ratified, and free and clear of such Liens, use the proceeds
of the Revenues, (b) the Collateral Agent will not notify the obligors of such
Revenues or take any other action to cause proceeds thereof to be remitted to
the Collateral Agent and (c) the Collateral Agent will not revoke the “License”
(as defined in the Mortgage). Upon the occurrence of a Event of Default, the
Collateral Agent may revoke the License and exercise all rights and remedies
granted under the Security Documents, including the right to obtain possession
of all Revenues then held by such Grantors or to receive directly from the
payors of such Revenues all other Revenues until such time as such Event of
Default is no longer continuing.  If the Collateral Agent shall
receive any Revenue proceeds from any payor at any time other than during the
continuance of a Event of Default, then it shall notify Grantor thereof and (a)
upon request and pursuant to the instructions of Grantor, it shall, if no Event
of Default is then continuing, remit such proceeds to Grantor and (b) at the
request and expense of the Borrower, execute and deliver a letter to such payors
confirming Grantor’s right to receive and collect Revenues until otherwise
notified by the Collateral Agent.  In no case shall any failure,
whether purposed or inadvertent, by the Collateral Agent to collect directly any
such Revenues constitute in any way a waiver, remission or release of any of its
rights under the Security Documents, nor shall any release of any Revenues by
the Collateral Agent to such Grantors constitute a waiver, remission, or release
of any other Revenues or of any rights of the Collateral Agent to collect other
Revenues thereafter.
  ARTICLE
IV
  Remedies,
Powers and Authorizations
  Section
4.1.                      Provisions Concerning the
Collateral.
  (a)           Authorization
to File Financing Statements; Additional Filings.  Each Grantor hereby
irrevocably authorizes Secured Party at any time and from time to time to file
in any jurisdiction any amendments to existing financing statements and any
initial financing statements and amendments thereto that (i) indicate the
Collateral as “all assets of Grantor and all proceeds thereof, and all rights
and privileges with respect thereto” or words of similar effect, regardless of
whether any particular asset comprised in the Collateral falls within the scope
of Article 9 of
  
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 the UCC;
(ii) contain any other information required by subchapter E of Article 9 of the
UCC for the sufficiency or filing office acceptance of any financing statement
or amendment, including the address of the Grantor, whether such Grantor is an
organization, the type of organization and any organization identification
number issued to such Grantor; and (iii) are necessary to properly effectuate
the transactions described in this Agreement, as determined by Secured Party in
its reasonable discretion.  Each Grantor hereby further authorizes
Secured Party to file one or more continuation statements to such financing
statements. Each Grantor further agrees that a carbon, photographic or other
reproduction of this Agreement or of any financing statement describing any
Collateral is sufficient as a financing statement and may be filed in any
jurisdiction accepting same by Secured Party.
  (b)           Power
of Attorney.  Each Grantor hereby irrevocably appoints Secured Party
as such Grantor’s attorney in fact and proxy, with full authority in the place
and stead of such Grantor and in the name of such Grantor or otherwise, from
time to time in Secured Party’s discretion, if an Event of Default shall have
occurred and be continuing, to take any action, and to execute or endorse any
instrument, certificate or notice, which may be reasonably necessary to
accomplish the purposes of this Agreement, including any action or
instrument:  (i) to request or instruct each Company (and each
registrar, transfer agent, or similar Person acting on behalf of each Company)
to register the pledge or transfer of its Collateral to Secured Party; (ii) to
otherwise give notification to any Company, registrar, transfer agent, financial
intermediary, or other Person of Secured Party’s security interests in its
Collateral hereunder; (iii) to ask, demand, collect, sue for, recover, compound,
receive and give acquittance and receipts for moneys due and to become due under
or in respect of any of its Collateral; (iv) to receive, endorse and collect any
drafts or other instruments or documents included in its Collateral; (v) to
enforce any obligations included in its Collateral; and (vi) to file any claims
or take any action or institute any proceedings which Secured Party may deem
necessary or desirable for the collection of any of its Collateral or otherwise
to enforce, perfect, or establish the priority of the rights of Secured Party
with respect to any of its Collateral.  Each Grantor hereby
acknowledges that such power of attorney and proxy are coupled with an interest,
and are irrevocable.
  (c)           Performance
by Secured Party.  If any Grantor fails to perform any agreement or
obligation contained herein, Secured Party may itself perform, or cause
performance of, such agreement or obligation, and the reasonable expenses of
Secured Party incurred in connection therewith shall be payable by such Grantor
under Section 4.5.
  (d)           Collection
Rights.  Secured Party shall have the right at any time, after the
occurrence and during the continuance of an Event of Default, to notify, or
require any Grantor to notify, any or all Persons (including any Company)
obligated to make payments which are included among its Collateral (whether
accounts, general intangibles, dividends, distribution rights, Company Rights to
Payment, or otherwise) of the assignment thereof to Secured Party under this
Agreement and to direct such obligors to make payment of all amounts due or to
become due to such Grantor thereunder directly to Secured Party and, upon such
notification and at the expense of such Grantor and to the extent permitted by
Law, to enforce collection thereof and to adjust, settle or compromise the
amount or payment thereof, in the same manner and to the same extent as such
Grantor could have done.  After such Grantor receives notice that
Secured Party has given (and after Secured Party has required such Grantor to
give) any notice referred to above in this subsection, and so long as any Event
of Default shall be continuing:
  
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 (i)           all
amounts and proceeds (including instruments and writings) received by such
Grantor in respect of such rights to payment, accounts, general intangibles,
dividends, distribution rights or Company Rights to Payments shall be received
in trust for the benefit of Secured Party hereunder, shall be segregated from
other funds of such Grantor and shall be forthwith paid over to Secured Party in
the same form as so received (with any necessary endorsement) to be applied as
specified in Section 4.3, and
  (ii)           Such
Grantor will not adjust, settle or compromise the amount or payment of any such
account or general intangible, Company Rights to Payments or release wholly or
partly any account debtor or obligor thereof (including any Company) or allow
any credit or discount thereon other than in the ordinary course of
business.
  Section
4.2.                      Event of Default
Remedies.  If an Event of Default shall have occurred and be
continuing, Secured Party may from time to time in its discretion, without
limitation and without notice except as expressly provided below:
  (a)           exercise
in respect of the Collateral, in addition to any other rights and remedies
provided for herein, under the other Loan Documents or the agreements evidencing
Secured Swap Obligations or otherwise available to it, all the rights and
remedies of a secured party on default under the UCC (whether or not the UCC
applies to the affected Collateral);
  (b)           require
each Grantor to, and each Grantor hereby agrees that it will at its expense and
upon request of Secured Party, promptly assemble all books, records and
information of such Grantor relating to the Collateral at a place to be
designated by Secured Party which is reasonably convenient to both
parties;
  (c)           reduce
its claim to judgment or foreclose or otherwise enforce, in whole or in part,
the security interest created hereby by any available judicial
procedure;
  (d)           dispose
of, at its office, on the premises of the respective Grantor or elsewhere, all
or any part of the Collateral, as a unit or in parcels, by public or private
proceedings, and by way of one or more contracts (it being agreed that the sale
of any part of the Collateral shall not exhaust Secured Party’s power of sale,
but sales may be made from time to time, and at any time, until all of the
Collateral has been sold or until the Secured Obligations have been paid and
performed in full), and at any such sale it shall not be necessary to exhibit
any of the Collateral;
  (e)           buy
(or allow or one or more of the Lender Parties to buy) the Collateral, or any
part thereof, at any public sale;
  (f)           buy
(or allow or one or more of the Lender Parties to buy) the Collateral, or any
part thereof, at any private sale if the Collateral is of a type customarily
sold in a recognized market or is of a type which is the subject of widely
distributed standard price quotations;
  (g)           appoint
by instrument in writing one or more receivers, managers or receiver/manager for
the Collateral or the business and undertaking of any Grantor pertaining to the
Collateral (the “Receiver”).  Any such Receiver will have, in addition
to any other rights, remedies and powers which a Receiver may have at Law, in
equity or by statute, the rights and powers set out elsewhere in this Section
4.2.  In exercising such rights and powers, any Receiver
  
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 will act
as and for all purposes will be deemed to be the agent of Grantors and no Lender
Party will be responsible for any act or default of any Receiver.  The
Lender Parties may remove any Receiver and appoint another from time to
time.  No Receiver appointed by the Lender Parties need be appointed
by, nor need its appointment by ratified by, or its actions in any way
supervised by a court;
  (h)           apply
by appropriate judicial proceedings for appointment of a receiver for the
Collateral, or any part thereof, and each Grantor hereby consents to any such
appointment; and
  (i)           at
its discretion, retain the Collateral in satisfaction of the Secured Obligations
whenever the circumstances are such that Secured Party is entitled to do so
under the UCC or otherwise (provided that Secured Party shall in no
circumstances be deemed to have retained the Collateral in satisfaction of the
Secured Obligations in the absence of an express notice by Secured Party to such
Grantor that Secured Party has either done so or intends to do so).
  Each Grantor agrees that, to the extent
notice of sale shall be required by Law, at least ten (10) days’ notice to such
Grantor of the time and place of any public sale or the time after which any
private sale is to be made shall constitute reasonable
notification.  Secured Party shall not be obligated to make any sale
of Collateral regardless of notice of sale having been given.  Secured
Party may adjourn any public or private sale from time to time by announcement
at the time and place fixed therefor, and such sale may, without further notice,
be made at the time and place to which it was so adjourned.
  Section
4.3.                      Application of
Proceeds.  If any Event of Default shall have occurred and be
continuing,  any cash proceeds received by Secured Party in respect of
any sale of, collection from, or other realization upon all or any part of the
Collateral, shall be applied as provided in Section 8.03 of the Credit
Agreement.
  Section
4.4.                      Deficiency.  In
the event that the proceeds of any sale, collection or realization of or upon
Collateral by Secured Party are insufficient to pay all Secured Obligations and
any other amounts to which Secured Party is legally entitled, Grantors shall be
liable for the deficiency, together with interest thereon as provided in the
governing Loan Documents and the agreements evidencing Cash Management
Obligations or Secured Swap Obligations.
  Section
4.5.                      Indemnity and
Expenses.  Each Grantor hereby agrees to all of the indemnity
and expense reimbursement provisions of the Credit Agreement, including, without
limitation Section 10.04 of the Credit Agreement, as though such Grantor were a
party to such agreement.
  Section
4.6.                      Non Judicial
Remedies.  In granting to Secured Party the power to enforce
its rights hereunder without prior judicial process or judicial hearing, each
Grantor expressly waives, renounces and knowingly relinquishes any legal right
which might otherwise require Secured Party to enforce its rights by judicial
process.  In so providing for non judicial remedies, each Grantor
recognizes and concedes that such remedies are consistent with the usage of
trade, are responsive to commercial necessity, and are the result of a bargain
at arm’s length.  Nothing herein is intended, however, to prevent
Secured Party or any Grantor from resorting to judicial process at its
option.
  
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 Section
4.7.                      Other
Recourse.  Each Grantor waives any right to require any Lender
Party to proceed against any other Person, to exhaust any Collateral or other
security for the Secured Obligations, or to have any Other Liable Party joined
with such Grantor in any suit arising out of the Secured Obligations or this
Agreement, or pursue any other remedy in Secured Party’s power.  Each
Grantor further waives any and all notice of acceptance of this Agreement and of
the creation, modification, rearrangement, renewal or extension for any period
of any of the Secured Obligations of any Other Liable Party from time to
time.  Each Grantor further waives any defense arising by reason of
any disability or other defense of any Other Liable Party or by reason of the
cessation from any cause whatsoever of the liability of any Other Liable
Party.  This Agreement shall continue irrespective of the fact that
the liability of any Other Liable Party may have ceased and, irrespective of the
validity or enforceability of any other Loan Document or any agreement
evidencing Secured Swap Obligations to which such Grantor or any Other Liable
Party may be a party, and notwithstanding any death, incapacity, reorganization,
or bankruptcy of any Other Liable Party or any other event or proceeding
affecting any Other Liable Party.  Until all of the Secured
Obligations shall have been paid in full, no Grantor shall have any right to
subrogation and each Grantor waives the right to enforce any remedy which any
Lender Party has or may hereafter have against any Other Liable Party, and
waives any benefit of and any right to participate in any other security
whatsoever now or hereafter held by Secured Party.  Each Grantor
authorizes each Lender Party, without notice or demand, without any reservation
of rights against such Grantor, and without in any way affecting such Grantor’s
liability hereunder or on the Secured Obligations, from time to time to (a) take
or hold any other property of any type from any other Person as security for the
Secured Obligations, and exchange, enforce, waive and release any or all of such
other property, (b) apply the Collateral or such other property in accordance
with Section 8.03 of the Credit Agreement and direct the order or manner of sale
thereof as Secured Party may in its discretion determine, (c) renew, extend for
any period, accelerate, modify, compromise, settle or release any of the
obligations of any Other Liable Party in respect of any or all of the Secured
Obligations or other security for the Secured Obligations, (d) waive, enforce,
modify, amend, restate or supplement any of the provisions of any Loan Document
or any agreement evidencing Secured  Swap Obligations with any Person
other than such Grantor, and (e) release or substitute any Other Liable
Party.
  Section
4.8.                      Exercise of Company
Rights.
  (a)           So
long as no Event of Default shall have occurred and be continuing Grantors may
receive, retain and use, free and clear of any Lien created hereby, any and all
Company Rights to Payment paid in respect of the Collateral, provided, however,
that any and all Company Rights to Payment paid or payable other than in cash in
respect of, and instruments and other property received, receivable or otherwise
distributed in respect of, or in exchange for, any Company Rights shall be, and
shall forthwith be delivered to Secured Party as provided in Section
3.2(d).
  (b)           Anything
herein to the contrary notwithstanding, Grantors may at all times exercise any
and all voting rights pertaining to the Company Rights and Other Company Rights
for any purpose not inconsistent with the terms of this Agreement.
  (c)           Upon
the occurrence and during the continuance of an Event of Default:
  
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 (i)           all
rights of each Grantor to receive and retain the Company Rights to Payment which
it would otherwise be authorized to receive and retain pursuant to subsection
(a) of this section shall automatically cease, and all such rights shall
thereupon become vested in Secured Party which shall thereupon have the sole
right to receive and hold as Collateral such Company Rights to
Payment;
  (ii)           without
limiting the generality of the foregoing, Secured Party may at its option
exercise any and all rights of conversion, exchange, subscription or any other
rights, privileges or options pertaining to any of the Company Rights, other
than voting rights pertaining to the Company Rights, as if it were the absolute
owner thereof, including, without limitation, the right to exchange, in its
discretion, any and all of the Company Rights upon the merger, consolidation,
reorganization, recapitalization or other adjustment of any Company, or upon the
exercise by any Company of any right, privilege or option pertaining to any
Company Rights, and, in connection therewith, to deposit and deliver any and all
of the Company Rights with any committee, depository, transfer agent, registrar
or other designated agent upon such terms and conditions as it may determine and
any and all rights to dissolve any Company or to compel distribution of any
Company’s assets; and
  (iii)           all
Company Rights to Payments which are received by Grantor contrary to the
provisions of subsection (c)(i) of this section shall be received in trust for
the benefit of Secured Party, shall be segregated from other funds of such
Grantor, and shall be forthwith paid over to Secured Party as Company Rights in
the exact form received, to be held by Secured Party as Collateral.
  Section
4.9.                      Private Sale of Company
Rights.  Each Grantor recognizes that Secured Party may deem it
impracticable to effect a public sale of all or any part of the Company Rights
and that Secured Party may, therefore, determine to make one or more private
sales of any such Company Rights to a restricted group of purchasers who will be
obligated to agree, among other things, to acquire the same for their own
account, for investment and not with a view to the distribution or resale
thereof.  Each Grantor acknowledges that any such private sale may be
at prices and on terms less favorable to the seller than the prices and other
terms which might have been obtained at a public sale and, notwithstanding the
foregoing, agrees that such private sales shall be deemed to have been made in a
commercially reasonable manner and that Secured Party shall have no obligation
to delay sale of any such Company Rights for the period of time necessary to
permit their registration for public sale under the Securities Act of 1933, as
amended (the “Securities Act”), to the extent, if any, that the Securities Act
would be applicable thereto.  Each Grantor further acknowledges and
agrees that any offer to sell any Company Rights which has been (a) publicly
advertised on a bona fide basis in a newspaper or other publication of general
circulation in the financial community of New York, New York (to the extent that
such an offer may be so advertised without prior registration under the
Securities Act), or (b) made privately in the manner described above to not less
than fifteen (15) bona fide offerees shall be deemed to involve a “public
disposition” for the purposes of Section 9-610(c) of the UCC (or any successor
or similar, applicable statutory provision) as then in effect in the State of
New York, notwithstanding that such sale may not constitute a “public offering”
under the Securities Act, and that Secured Party or one or more of the Lender
Parties may, in such event, bid for the purchase of such Company
Rights.
  
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 ARTICLE
V
  Miscellaneous
  Section
5.1.                      Notices.  Any
notice or communication required or permitted hereunder shall be given, in the
case of the Borrower or the Secured Party, as provided in the Credit Agreement
and, in the case of any other Grantor, as provided in such Grantor’s Guaranty in
favor of Secured Party, for the benefit of the Lender Parties.
  Section
5.2.                      Amendments; Security
Agreement Supplements.  No amendment of any provision of this
Agreement shall be effective unless it is in writing and signed by each Grantor
and Secured Party, and no waiver of any provision of this Agreement, and no
consent to any departure by any Grantor therefrom, shall be effective unless it
is in writing and signed by Secured Party, and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given and to the extent specified in such writing.  In addition,
all such amendments and waivers shall be effective only if given with the
necessary approvals of the Required Lenders or all of the Lenders, as required
in the Credit Agreement.  Upon the execution and delivery by any
Person of a security  agreement supplement pursuant to the terms of
Section 6.12 of the Credit Agreement in substantially the form of Exhibit B
(each, a “Security Agreement Supplement”), (a) such Person shall be referred to
as an “Additional Grantor” and shall become and be a Grantor hereunder, and each
reference in this Agreement to a “Grantor” shall also mean and be a reference to
such Additional Grantor, and each reference in any other Loan Document to a
“Grantor” shall also mean and be a reference to such Additional Grantor, and (b)
each reference herein to “this Agreement,” “hereunder,” “hereof” or words of
like import referring to this Agreement, and each reference in any other Loan
Document to the “Pledge and Security Agreement,” “thereunder,” “thereof” or
words of like import referring to this Agreement, shall mean and be a reference
to this Agreement as supplemented by such Security Agreement
Supplement.
  Section
5.3.                      Preservation of
Rights.  No failure on the part of Secured Party or any other
Lender Party to exercise, and no delay in exercising, any right hereunder or
under any other Loan Document or any agreement evidencing Secured Swap
Obligations shall operate as a waiver thereof; nor shall any single or partial
exercise of any such right preclude any other or further exercise thereof or the
exercise of any other right.  Neither the execution nor the delivery
of this Agreement shall in any manner impair or affect any other security for
the Secured Obligations.  The rights and remedies of Secured Party
provided herein, in the other Loan Documents and agreements evidencing Secured
Swap Obligations are cumulative and are in addition to, and not exclusive of,
any rights or remedies provided by Law.  The rights of Secured Party
under any Loan Document or any agreement evidencing Secured Swap Obligations
against any party thereto are not conditional or contingent on any attempt by
Secured Party to exercise any of its rights or exhaust any recourse under any
other Loan Document or any agreement evidencing Secured Swap Obligations against
such party or against any other Person.
  Section
5.4.                      Unenforceability.  Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or invalidity without invalidating the remaining portions
hereof or thereof or affecting the validity or enforceability of such provision
in any other jurisdiction.
  
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 Section
5.5.                      Survival of
Agreements.  All representations and warranties of each Grantor
herein, and all covenants and agreements herein shall survive the execution and
delivery of this Agreement, the execution and delivery of any other Loan
Documents or any agreements evidencing Secured Swap Obligations and the creation
of the Secured Obligations.
  Section
5.6.                      Other Liable
Party.  Neither this Agreement nor the exercise by Secured
Party or the failure of Secured Party to exercise any right, power or remedy
conferred herein or by Law shall be construed as relieving any Other Liable
Party from liability on the Secured Obligations or any deficiency
thereon.  This Agreement shall continue irrespective of the fact that
the liability of any Other Liable Party may have ceased or irrespective of the
validity or enforceability of any other Loan Document or any agreement
evidencing Secured Swap Obligations to which any Grantor or any Other Liable
Party may be a party, and notwithstanding the reorganization, death, incapacity
or bankruptcy of any Other Liable Party, and notwithstanding the reorganization
or bankruptcy or other event or proceeding affecting any Other Liable
Party.
  Section
5.7.                      Binding Effect and
Assignment.  This Agreement creates a continuing security
interest in the Collateral and (a) shall be binding on each Grantor and its
successors and permitted assigns and (b) shall inure, together with all rights
and remedies of Secured Party hereunder, to the benefit of Secured Party and its
successors, transferees and assigns.  Without limiting the generality
of the foregoing, Secured Party or any other Lender Party may (except as
otherwise provided in the Credit Agreement) pledge, assign or otherwise transfer
any or all of its rights under any or all of the Loan Documents to any other
Person, and such other Person shall thereupon become vested with all of the
benefits in respect thereof granted to Secured Party, herein or
otherwise.  None of the rights or duties of any Grantor hereunder may
be assigned or otherwise transferred without the prior written consent of
Secured Party.
  Section
5.8.                      Termination.  It
is contemplated by the parties hereto that there may be times when no Secured
Obligations are outstanding, but notwithstanding such occurrences, this
Agreement shall remain valid and shall be in full force and effect as to
subsequent outstanding Secured Obligations.  Upon the satisfaction in
full of the Secured Obligations and the termination or expiration of the Credit
Agreement and all agreements evidencing Secured Hedging Obligations (or with the
consent of the holders of the Secured Hedging Obligations), this Agreement and
the security interest created hereby shall terminate and all rights to the
Collateral shall revert to Grantors.  Secured Party will, upon the
respective Grantor’s request and at such Grantor’s expense, return to such
Grantor such of the Collateral as shall not have been sold or otherwise disposed
of and execute and deliver to such Grantor such documents as such Grantor shall
reasonably request to evidence such termination.
  Section
5.9.                      Governing
Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK EXCEPT TO THE EXTENT THAT THE
LAWS OF ANY STATE IN WHICH ANY COLLATERAL IS LOCATED NECESSARILY GOVERN (i) THE
PERFECTION AND PRIORITY OF THE LIENS IN FAVOR OF SECURED PARTY WITH RESPECT TO
SUCH COLLATERAL, AND (ii) THE EXERCISE OF ANY REMEDIES (INCLUDING FORECLOSURE)
WITH RESPECT TO SUCH COLLATERAL.
  
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 Section
5.10.                      Submission to
Jurisdiction.  EACH GRANTOR IRREVOCABLY AND UNCONDITIONALLY
SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED
STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE
COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT
OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD
AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO
AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN
ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE COLLATERAL AGENT,
ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING
ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
AGAINST ANY GRANTOR OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.
  Section
5.11.                      Waiver of
Venue.  EACH GRANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED
TO IN SECTION 5.10.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH
COURT.
  Section
5.12.                      Service of
Process.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 OF THE CREDIT
AGREEMENT.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY
PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW.
  Section
5.13.                      Waiver of Jury
Trial.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON WOULD
  
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 NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
  Section
5.15.                      Counterparts.  This
Agreement may be separately executed in any number of counterparts (including by
facsimile transmission), all of which when so executed shall be deemed to
constitute one and the same Agreement.
  Section
5.16.                      “Loan
Document.”  This Agreement is a “Loan Document,” as defined in
the Credit Agreement, and, except as expressly provided herein to the contrary,
this Agreement is subject to all provisions of the Credit Agreement governing
such Loan Documents.  In the event of a conflict between the terms and
conditions of the Credit Agreement and this Agreement, the terms and conditions
of the Credit Agreement shall control.
  Section
5.17.                      FINAL
AGREEMENT.  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR OR CONTEMPORANEOUS ORAL AGREEMENTS OF THE
PARTIES.
  THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES.
  [The
remainder of this page is intentionally left blank.]
  
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 IN
WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and
delivered by its officer thereunto duly authorized, as of the date first above
written.
  TARGA RESOURCES PARTNERS
LP
  By:           Targa
Resources GP LLC,
  its sole general partner
  
  By:  ______________________________________
  Howard M. Tate
  Vice President – Finance and
Assistant
  Treasurer
  TARGA RESOURCES OPERATING
LP
  By:           Targa
Resources Operating GP LLC,
  its sole general partner
  
  By:  ______________________________________
  Howard M. Tate
  Vice President – Finance and
Assistant
  Treasurer
  TARGA RESOURCES OPERATING GP
LLC
  By: _________________________________________
 
 Howard M. Tate
  Vice President – Finance and
Assistant
  Treasurer
  TARGA NORTH TEXAS LP
  By:           Targa
North Texas GP LLC,
  its sole general partner
  By: 
_____________________________________
  Howard M. Tate
  Vice President – Finance and
Assistant
  Treasurer
  TARGA NORTH TEXAS GP LLC
  By:  ________________________________________
  Howard M. Tate
  Vice President – Finance and
Assistant
  Treasurer
  
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 TARGA INTRASTATE PIPELINE
LLC
  By:  ________________________________________
  Howard M. Tate
  Vice President – Finance and
Assistant
  Treasurer
  
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 EXHIBIT
A
  Description
of Pledged Shares
  None.
  Description
of Partnership Interests
  Grantor
                                    Company
                                    Percentage of Equity Interest
      PledgedTarga
      Resources Operating GP LLC
                                    Targa
      Resources Operating LP
                                    0.001%
      GP InterestTarga
      Resources Partners LP
                                    Targa
      Resources Operating LP
                                    99.999%
      LP InterestTarga
      North Texas GP LLC
                                    Targa
      North Texas LP
                                    50.000%
      GP InterestTarga
      Resources Operating LP
                                    Targa
      North Texas LP
                                    50.000%
      LP Interest
 
  Description
of LLC Rights
  Grantor
                                    Company
                                    
                                    Percentage of Equity Interest
      PledgedTarga
      Resources Partners LP
                                    Targa
      Resources Operating GP LLC
                                    
                                    
                                    100%Targa
      Resources Operating LP
                                    Targa
      North Texas GP LLC
                                    
                                    
                                    100%Targa
      North Texas LP
                                    Targa
      Intrastate Pipeline LLC
                                    
                                    
                                    100%
 
  
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 EXHIBIT
B
  SECURITY
AGREEMENT SUPPLEMENT
  ___________,
20__
  Bank of
America, N.A., as Collateral Agent
  100
Federal Street
  Boston,
MA  02110
  Attention:  Robert
Valbona
  Re:
                                    Credit
      Agreement effective as of February  14, 2007, among Targa
      Resources Partners LP, a Delaware limited partnership (the “Borrower”),
      Bank of America, N.A., a national banking association, as Administrative
      Agent and Collateral Agent (“Collateral Agent”), and the financial
      institutions thereto as Lenders (individually a “Lender” and collectively,
      “Lenders”).
  Ladies
and Gentlemen:
  Reference
is made to the Credit Agreement and to the that certain Pledge and Security
Agreement of even date therewith executed by the grantors party thereto in favor
of Collateral Agent, for the benefit of the Lender Parties (as heretofore
amended, supplemented, restated or otherwise modified, the “Original Security
Agreement”; such Original Security Agreement, as in effect on the date hereof
and as it may hereafter be amended, supplemented, restated or otherwise modified
from time to time, together with this Security Agreement Supplement, being the
“Security Agreement”).  The capitalized terms defined in the Security
Agreement or in the Credit Agreement and not otherwise defined herein are used
herein as therein defined.
  Section 1.  Grant of Security
Interest.  [ADDITIONAL GRANTOR] (the “Additional Grantor”)
hereby confirms the grant to the Secured Party set forth in the Security
Agreement of, and does hereby grant to the Secured Party, a security interest in
all of Additional Grantor’s right, title and interest in and to all Collateral
to secure the Secured Obligations, in each case whether now or hereafter
existing or in which Additional Grantor now has or hereafter acquires an
interest and wherever the same may be located.  Additional Grantor
represents and warrants that the attached Supplements to Schedules accurately
and completely set forth all additional information required pursuant to the
Security Agreement and hereby agrees that such Supplements to Schedules shall
constitute part of the Schedules to the Security Agreement.
  Section 2.  Obligations Under the
Security Agreement.  The Additional Grantor hereby agrees, as of the
date first above written, to be bound as a Grantor by all of the terms and
conditions of the Security Agreement to the same extent as each of the other
Grantors thereunder.  The Additional Grantor further agrees, as of the
date first above written, that each reference in the Security Agreement to an
“Additional Grantor” or a “Grantor” shall also mean and be a reference to the
Additional Grantor, and each reference in any other Loan Document to a “Grantor”
or a “Loan Party” shall also mean and be a reference to the Additional
Grantor.
  Section 4.  Representations, Warranties
and Covenants.  The Additional Grantor hereby (a) makes each
representation and warranty set forth in Section 3.1 of the Security
Agreement
  
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 and (b)
undertakes each covenant obligation set forth in Section 3.2 of the Security
Agreement, in each case to the same extent as each other Grantor.
  Section 5.  Governing Law and Choice of
Venue. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE LAWS OF
ANY STATE IN WHICH ANY COLLATERAL IS LOCATED NECESSARILY GOVERN (a) THE
PERFECTION AND PRIORITY OF THE LIENS IN FAVOR OF SECURED PARTY WITH RESPECT TO
SUCH COLLATERAL, AND (b) THE EXERCISE OF ANY REMEDIES (INCLUDING FORECLOSURE)
WITH RESPECT TO SUCH COLLATERAL.  The Additional Grantor irrevocably
waives any objection, to the extent permitted by applicable Law, that it may now
or hereafter have (including any claim of inconvenient forum) to the venue of
any legal proceeding arising out of or relating to this Supplement in the courts
of such State.
  Section 6.  FINAL
AGREEMENT.  THIS SECURITY AGREEMENT
SUPPLEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR OR
CONTEMPORANEOUS ORAL AGREEMENTS OF THE PARTIES HERETO.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO.
  IN WITNESS WHEREOF, the
undersigned has caused this Security Agreement Supplement to be executed and
delivered by its officer thereunto duly authorized, as of the date first above
written.
  Very truly yours,
  [NAME OF ADDITIONAL
GRANTOR]
  
  By: _______________________________
  Name:
  Title:
  
  ACKNOWLEDGED
AND ACCEPTED,
  As of the
date above first written:
  BANK OF
AMERICA, N.A.,
  as
Collateral Agent
  By:  _______________________________________
  Name:
  Title:
  
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 EXHIBIT
I
 
 
 
 FORM
OF DEED OF TRUST
 
 
 
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  WHEN RECORDED OR FILED RETURN
      TO:Thompson
      & Knight L.L.P.
                                      1700
      Pacific Avenue, Suite 3300
                                      Dallas,
      Texas 75201
                                      Attention:
      Sharon Nye
 
  DEED OF
TRUST, MORTGAGE, ASSIGNMENT,
  SECURITY
AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT
  FROM
  TARGA
NORTH TEXAS LP
  (Taxpayer
I.D. No. 20-4036176)
  TO
  ­­­­­­PRLAP,
INC., TRUSTEE
  
  AND
  BANK OF
AMERICA, N.A., COLLATERAL AGENT
  
  
  Dated
Effective February 14, 2007
  A CARBON,
PHOTOGRAPHIC, FACSIMILE, OR OTHER REPRODUCTION OF THIS INSTRUMENT IS SUFFICIENT
AS A FINANCING STATEMENT.
  THIS
INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS, SECURES PAYMENT OF
FUTURE ADVANCES, AND COVERS PROCEEDS OF COLLATERAL.
  THIS
INSTRUMENT, WHICH COVERS GOODS WHICH ARE OR ARE TO BECOME FIXTURES ON THE REAL
PROPERTY DESCRIBED HEREIN, IS TO BE FILED FOR RECORD, AMONG OTHER PLACES, IN THE
REAL ESTATE OR COMPARABLE RECORDS OF THE COUNTIES REFERENCED IN EXHIBIT A HERETO
AND SUCH FILING SHALL SERVE, AMONG OTHER PURPOSES, AS A FIXTURE
FILING.  THE MORTGAGOR HAS AN INTEREST OF RECORD IN THE REAL ESTATE
AND IMMOVABLE PROPERTY CONCERNED, WHICH INTEREST IS DESCRIBED IN SECTION 1.1 OF
THIS INSTRUMENT.
  
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 A POWER OF SALE HAS BEEN
GRANTED IN THIS MORTGAGE.  A POWER OF SALE MAY ALLOW COLLATERAL AGENT
(AS HEREINAFTER DEFINED) OR THE TRUSTEE (AS HEREINAFTER DEFINED) TO TAKE THE
MORTGAGED PROPERTIES AND SELL THEM WITHOUT GOING TO COURT IN A FORECLOSURE
ACTION UPON DEFAULT BY THE MORTGAGOR (AS HEREINAFTER DEFINED) UNDER THIS
MORTGAGE.
  THIS DOCUMENT PREPARED
BY:
  Brian Minyard, Esq.
  Thompson & Knight,
L.L.P.
  1700 Pacific Avenue, Suite
3300
  Dallas,
Texas  75201
  
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 DEED OF
TRUST, MORTGAGE,
  ASSIGNMENT,
SECURITY AGREEMENT, FIXTURE FILING
  AND
FINANCING STATEMENT
  (this
“Mortgage”)
 
 ARTICLE
IX.                           
GRANTING CLAUSES; SECURED INDEBTEDNESS
  11.01  Grant and Mortgage.
TARGA NORTH TEXAS LP (herein called “Mortgagor”), for and in consideration of
the sum of Ten Dollars ($10.00) to Mortgagor in hand paid, and in order to
secure the payment of the secured indebtedness hereinafter referred to and the
performance of the obligations, covenants, agreements, warranties and
undertakings of Mortgagor hereinafter described, does hereby GRANT, BARGAIN,
SELL, CONVEY, TRANSFER, ASSIGN AND SET OVER to
­­­­­­­­­­­­PRLAP, Inc., Trustee
(the “Trustee”), and grant to Trustee a POWER OF SALE (pursuant to this Mortgage
and applicable law) the following described properties, rights and interests
(the “Mortgaged Properties”):
  (a)  Those
certain tracts of land, described in Exhibit A, attached hereto and made a part
hereof, and those certain surface leases and other interests in land (the
“Surface Leases”) all as described in Exhibit A attached hereto and made a part
hereof (such tracts of land and the lands covered by the Surface Leases being
herein collectively called the “Facility Sites”), together with all tanks, tank
batteries, injector stations, terminals, pumps, pipelines, plants, heaters,
compressors, equipment and other fixtures, personal/movable property and
improvements (whether now owned or hereafter acquired by operation of Law or
otherwise) located on or under the Facility Sites (the “Facility Property”) or
used, held for use in connection with, or in any way related to the Pipeline
Systems (as hereinafter defined), (the Facility Sites and the Facility Property
are herein sometimes collectively called the “Facilities”);
  (b)  The
rights, interests and estates created under those certain servitudes, easements,
rights of way, privileges, franchises, prescriptions, licenses, leases, permits
and/or other rights described in Exhibit A, attached hereto and made a part
hereof, and all of Mortgagor’s right, title and interest (whether now owned or
hereafter acquired by operation of Law or otherwise) in any servitudes,
easements, rights of way, privileges, franchises, prescriptions, licenses,
leases, permits and/or other rights in and to any land, in any county and
section shown on Exhibit A even though they may be incorrectly described in or
omitted from such Exhibit A, together with any amendments, renewals,
extensions, supplements, modifications or other agreements related to the
foregoing, and further together with any other servitudes, easements, rights of
way, privileges, prescriptions, franchises, licenses, permits and/or other
rights (whether presently existing or hereafter created and whether now owned or
hereafter acquired by operation of Law or otherwise) used, held for use in
connection with, or in any way related to the Pipeline Systems, the Facilities,
and/or pipelines transporting hydrocarbons or other goods, including crude oil,
natural gas, natural gas liquids condensate, refined products or asphalt
(collectively “Products”) to, from or between Pipeline Systems and/or the
Facilities (the rights, interests and estates described in this clause (b) are
herein collectively called the “Servitudes”);
  
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 (c)
Without limitation of the foregoing, all other right, title and interest of
Mortgagor of whatever kind or character (whether now owned or hereafter acquired
by operation of Law or otherwise) in and to (i) the Facilities, the Surface
Leases and/or the Servitudes, and (ii) the lands described or referred to
in Exhibit A (or described in any of the instruments described or referred to in
Exhibit A);
  (d)  Without
limitation of the foregoing, all of Mortgagor’s right, title and interest
(whether now owned or hereafter acquired by operation of Law or otherwise) in
and to all transportation, gathering and transmission systems located on the
properties described in and/or depicted on Exhibit A, including, without
limitation, any transportation, gathering or transmission systems located in or
any county or section shown on the foregoing referenced Exhibit A; any leases of
transportation, gathering and transmission systems, pipes or facilities
described on Exhibit A; all improvements, fixtures, equipment, accessions,
inventory, Products, other goods and/or personal property of whatever nature
(whether now owned or hereafter acquired by operation of Law or otherwise),
including, without limitation, those now or after located on or under, or which
in any way relate to or used or held for us in connection with the Servitudes,
the Facilities, and/or such transportation, gathering and transmission systems
described in this clause (d) (the properties, rights and interests described in
this clause (d) are herein collectively called the “Pipeline Systems”) or the
operation thereof and including without limitation all pipes, valves, gauges,
meters and other measuring equipment, regulators, heaters, extractors, tubing,
pipelines, fuel lines, facilities, fittings, materials, tanks, flow lines,
gathering lines, compressors, dehydration units, separators, meters, metering
stations, buildings, fittings, pipe connectors, drips, storage facilities,
absorbers, dehydrators, and power, telephone and telegraph lines;
  (e)  all
licenses and permits of whatever nature, including, but not limited to, that now
or hereafter used or held for use in connection with Pipeline Systems or the
operation there, and all renewals or replacements of the foregoing or
substitutions for the foregoing;
  (f)  All of
Mortgagor’s right, title and interest, whether presently existing or hereafter
created or entered into and whether now owned or hereafter acquired by operation
of Law or otherwise, in and to:
  (g)  all
purchase, sale, gathering, processing, transportation, storage and other
contracts or agreements covering or otherwise relating to the ownership or
operation of the Facilities, the Servitudes, and/or the Pipeline Systems, and/or
to the purchase, sale or transportation of Products, or to the separation,
treatment, stabilization and/or processing of the same;
  (h)  all
rights, privileges and benefits under or arising out of any agreement under
which any of the Property, as hereinafter defined, was acquired, including
without limitation any and all representations, warranties, or covenants and any
and all rights of indemnity or to rebate of the purchase price; all equipment
leases, maintenance agreements, electrical supply contracts, option agreements,
and other contracts and/or agreements, whether now existing or hereafter entered
into, which
  
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 cover,
affect, or otherwise relate to the Facilities, the Servitudes, and/or the
Pipeline Systems, and/or any of the Mortgaged Properties (as hereinafter
defined) described above, or to the purchase, sale, transportation, gathering,
separation, treatment, stabilization, dehydration, processing, delivery and/or
redelivery of Products transported, gathered, separated, treated, stabilized,
dehydrated, processed, delivered and/or redelivered by or in the Facilities
and/or the Pipeline Systems;
  (the
contractual rights, contracts and other agreements described in this clause (f)
are herein sometimes collectively called the “Contracts”); and
  (i)  All
rights, estates, powers and privileges appurtenant to the foregoing rights,
interests and properties.
  TO HAVE
AND TO HOLD the Mortgaged Properties unto the Trustee, and its successors or
substitutes in this trust, and to its or their successors and assigns, in trust,
for the benefit of the Collateral Agent, as Collateral Agent for the benefit of
the Administrative Agent, the Collateral Agent, the L/C Issuer, the Swing Line
Lender, the Lenders and the Hedging Parties, however, upon the terms, provisions
and conditions herein set forth.
  11.02  Grant of Security
Interest.  In order to further secure the payment of the
secured indebtedness hereinafter referred to and the performance of the
obligations, covenants, agreements, warranties, and undertakings of Mortgagor
hereinafter described, Mortgagor hereby grants to Collateral Agent for the
benefit of the Administrative Agent, the Collateral Agent, the L/C Issuer, the
Swing Line Lender, the Lenders and the Hedging Parties a security interest in
the entire interest of Mortgagor (whether now owned or hereafter acquired by
operation of Law or otherwise) in and to:
 
 (a)  the
Mortgaged Properties;
 
 (b)  without
limitation of any other provision of this Section 1.2, all
payments received in lieu of performance which are related to the Mortgaged
Properties (regardless of whether such payments or rights thereto accrued,
and/or the events which gave rise to such payments occurred, on or before or
after the date hereof, including, without limitation, firm or prepaid
transportation payments and similar payments, payments received in settlement of
or pursuant to a judgment rendered with respect to firm transportation or
similar obligations or other obligations under a contract, and payments received
in buyout or buydown or other settlement of a contract) and/or imbalances in
deliveries (the payments described in this subsection (b) being herein called
“Payments in Lieu”);
 
 (c)  all
accounts, receivables, contract rights, choses in action (i.e., rights to
enforce contracts or to bring claims thereunder), commercial tort claims and
other general intangibles of whatever nature (regardless of whether the same
arose and/or the events which gave rise to the same occurred, on or before or
after the date hereof, including, but not limited to, that related to the
Mortgaged Properties, the operation thereof, or the treating, handling,
separation, stabilization, storing, processing, transporting, gathering, or
marketing of Products, and including, without limitation, any of the same
relating to
  
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 payment
of proceeds thereof or to payment of amounts which could constitute Payments in
Lieu);
  (d)  without
limitation of the generality of the foregoing, any rights and interests of
Mortgagor under any present or future hedge or swap agreements, cap, floor,
collar, exchange, forward or other hedge or protection agreements or
transactions, or any option with respect to any such agreement or transaction
now existing or hereafter entered into by or on behalf of
Mortgagor;
  (e)  all
engineering, accounting, title, legal, and other technical or business data
including, but not limited to, that concerning the Mortgaged Properties, the
treating, handling, separation, stabilization, storing, processing,
transporting, gathering or marketing of Products or any other item of Property
(as hereinafter defined) which are now or hereafter in the possession of
Mortgagor or in which Mortgagor can otherwise grant a security interest, and all
books, files, records, magnetic media, software, and other forms of recording or
obtaining access to such data;
  (f)  all
money, documents, instruments, chattel paper (including without limitation,
electronic chattel paper and tangible chattel paper), rights to payment
evidenced by chattel paper, securities, accounts, payable intangibles, general
intangibles, letters of credit, letter-of-credit rights, supporting obligations
and rights to payment of money arising from or by virtue of any transaction
(regardless of whether such transaction occurred on or before or after the date
hereof, including, but not limited to, that related to the Mortgaged Properties,
the treating, handling, separation, stabilization, storing, processing,
transporting, gathering or marketing of the Products or any other item of
Property);
  (g)  all
rights, titles and interest now owned or hereafter acquired of Mortgagor in any
and all goods, inventory, equipment, documents, money, instruments, intellectual
property, certificated securities, uncertificated securities, investment
property, letters of credit, rights to proceeds of written letters of credit and
other letter-of-credit rights, commercial tort claims, deposit accounts, payment
intangibles, general intangibles, contract rights, chattel paper (including,
without limitation, electronic chattel paper and tangible chattel paper), rights
to payment evidenced by chattel paper, software, supporting obligations and
accounts, wherever located, and all rights and privileges with respect thereto
(all of the properties, rights and interests described in subsections (a), (b),
(c), (d), (e), (f) and (g) above and this subsection (h) being herein sometimes
collectively called the “Collateral”); and
  (h)  all
proceeds of the Collateral, whether such proceeds or payments are goods, money,
documents, instruments, chattel paper, securities, accounts, payment
intangibles, general intangibles, fixtures, real property, personal property or
other assets (the Mortgaged Properties, the Collateral, and the proceeds of the
Collateral being herein sometimes collectively called the
“Property”).
  Notwithstanding
this Section
1.2 or clause
(d) or (e) of Section 1.1, the
grant of a security interest as herein provided shall not extend to any
equipment subject to a purchase money security interest or equipment lease (the
“Encumbered
Equipment”),
  
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 general
intangible, instrument or investment property in which Mortgagor has any right,
title or interest if and to the extent that such Encumbered Equipment, general
intangible, instrument or investment property is subject to a Lien permitted by
Section 7.01 of
the Credit Agreement, contractual provision or other restriction on assignment
such that the creation of a security interest in the right, title or interest of
Mortgagor therein would be prohibited and would, in and of itself, cause or
result in an Event of Default thereunder enabling another Person party to such
purchase contract, lease, or other contract or agreement relating to Encumbered
Equipment, general intangible, instrument or investment property to enforce any
remedy with respect thereto (the “Excluded
Collateral”); provided that, the
foregoing exclusion shall not apply if (i) such prohibition has been waived or
such other Person has otherwise consented to the creation hereunder of a
security interest in such Excluded Collateral, or (ii) such prohibition shall be
rendered ineffective pursuant to Sections 9-406, 9-407 or 9-408 of the
Applicable UCC or any other applicable law (including Debtor Relief Laws); provided further, that
immediately upon the ineffectiveness, lapse or termination of any such provision
Mortgagor shall be deemed to have granted such security interest in all its
right, title and interest in and to such Excluded Collateral as if such
provision had never been in effect; and the foregoing exclusion shall in no way
be construed so as to limit, impair or otherwise affect Collateral Agent’s
continuing security interest in and to all right, title and interest of
Mortgagor in or to any payment obligations or other rights to receive monies due
or become due with respect to any such Excluded Collateral and in any such
monies or proceeds of such Excluded Collateral.
  Except as otherwise expressly provided
in this Mortgage, all terms in this Mortgage relating to the Collateral and the
grant of the foregoing security interest which are defined in the Uniform
Commercial Code as evidenced in each state whose law is applicable to the
Collateral (the “Applicable UCC”) shall have the meanings assigned to them in
Article 9 (or, absent definition in Article 9, in any other Article) of the
Applicable UCC, as those meanings may be amended, revised or replaced from time
to time.  Notwithstanding the foregoing, the parties intend that the
terms used herein which are defined in the Applicable UCC have, at all times,
the broadest and most inclusive meanings possible.  Accordingly, if
the Applicable UCC shall in the future be amended or held by a court to define
any term used herein more broadly or inclusively than the Applicable UCC in
effect on the date of this Mortgage, then such term, as used herein, shall be
given such broadened meaning.  If the Applicable UCC shall in the
future be amended or held by a court to define any term used herein more
narrowly, or less inclusively, than the Applicable UCC in effect on the date of
this Mortgage, such amendment or holding shall, where legally permitted, be
disregarded in defining terms used in this Mortgage.
  11.03  Credit, Loan Documents,
Other Obligations.  This Mortgage is made to secure and enforce
the payment and performance of (a) the Obligations pursuant to the provisions of
that certain Credit Agreement dated as of February 14, 2007, as amended,
supplemented, restated, increased, renewed, extended or otherwise modified from
time to time (as amended, supplemented, restated, increased, renewed, extended
or otherwise modified from time to time, the “Credit Agreement”) among Targa
Resources Partners LP (“Borrower”), Bank of America, N.A., as Administrative
Agent, Collateral Agent and
  
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 L/C
Issuer, and the Lenders, including (i) Loans to Borrower from time to time
pursuant to the Credit Agreement and (ii) all Obligations with respect to
Letters of Credit governed by the Credit Agreement and reimbursement obligations
in respect thereof, together with interest and other amounts payable with
respect thereto; (b) the due and punctual payment and performance of any and all
indebtedness and other obligations now or hereafter incurred or arising pursuant
to that certain Guaranty, dated as of February 14, 2007, as amended,
supplemented, restated, increased, extended or otherwise modified, made by
Mortgagor and certain Affiliates of Mortgagor (“Guarantors”) in favor of
Collateral Agent guaranteeing, among other things, the obligations and
liabilities of Borrower under the Credit Agreement and the other Loan
Documents;  (c) all present or future Secured Swap Obligations; and
(d) all present or future Cash Management Obligations.  (The
Administrative Agent, the Collateral Agent, the L/C Issuer, the Swing Line
Lender, the Lenders, their Related Parties and the Hedging Parties are herein
collectively called the “Lender Parties”.)
  11.04  Secured
Indebtedness.  The indebtedness referred to in Section 1.3, and
all renewals, extensions and modifications thereof, and all substitutions
therefor, in whole or in part, are herein sometimes referred to as the “secured
indebtedness” or the “indebtedness secured hereby”.
  11.05  Limit on Secured
Indebtedness and Collateral.  It is the intention of Mortgagor,
Agent, Trustee, and each other Lender Party that this Mortgage not constitute a
fraudulent transfer or fraudulent conveyance under any state or federal law that
may be applicable hereto.  Mortgagor and, by Trustee's and Agent's
acceptance hereof, Agent, Trustee and the other Collateral Agent Parties hereby
acknowledge and agree that, notwithstanding any other provision of this
Mortgage, (a) the indebtedness secured hereby shall be limited to the maximum
amount of indebtedness that can be incurred or secured by Mortgagor without
rendering this Mortgage voidable under applicable law relating to fraudulent
transfers or fraudulent conveyances, and (b) the property granted by Mortgagor
hereunder shall be limited to the maximum amount of Property that can be granted
by Mortgagor without rendering this Mortgage voidable under applicable law
relating to fraudulent conveyances or fraudulent transfers.
  11.06  Defined
Terms.  Terms used herein but not otherwise defined in this
Mortgage shall have the same meanings given to them in the Credit
Agreement.
  ARTICLE
XII.
 REPRESENTATIONS,
WARRANTIES AND COVENANTS
  12.01  Mortgagor
represents, warrants, and covenants as follows:
  (a)  Title and Permitted
Encumbrances.  Mortgagor has, and Mortgagor covenants to
maintain, good and defensible fee simple title to or valid leasehold interests,
or valid easements or other property interest in the Mortgaged Property which is
real property and good and valid title to the Property that is personal property
necessary in the ordinary conduct of its business, all free and clear of
all
  
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 Liens,
privileges, security interests, and encumbrances except for (i) the
contracts, agreements, burdens, encumbrances and other matters set forth in the
descriptions of certain of the Mortgaged Properties on Exhibit A hereto, (ii)
the Liens permitted under Section 7.01 of the Credit Agreement, and (iii) such
defects in title as could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.  Mortgagor will warrant
and defend title to the Property, subject as aforesaid, against the claims and
demands of all persons claiming the same or any part thereof.  Any and
all references made in this Mortgage to Liens permitted under Section 7.01 of the
Credit Agreement are made for the purpose of limiting certain warranties and
covenants made by Mortgagor herein and such reference is not intended to affect
the description herein of the Mortgaged Properties nor to subordinate the Liens
and security interests hereunder to any Liens permitted under Section 7.01 of the
Credit Agreement.
  (b)  Sale or
Disposal.  Mortgagor will not, without the prior written
consent of Collateral Agent, sell, exchange, lease, transfer, or otherwise
dispose of, or cease to operate (or be operator of) or abandon, any part of, or
interest (legal or equitable) in, the Property other than as permitted by Section 7.05 of the
Credit Agreement.
  (c)  Defense of
Mortgage.  If the validity or priority of this Mortgage or of
any rights, titles, liens or security interests created or evidenced hereby with
respect to the Property or any part thereof or the title of Mortgagor to the
Property shall be endangered or questioned or shall be attacked directly or
indirectly or if any legal proceedings are instituted against Mortgagor with
respect thereto, Mortgagor will give prompt written notice thereof to Collateral
Agent and at Mortgagor's own cost and expense will diligently endeavor to cure
any defect that may be developed or claimed, and will take all necessary and
proper steps for the defense of such legal proceedings, including, but not
limited to, the employment of counsel, the prosecution or defense of litigation
and the release or discharge of all adverse claims, and Trustee and Collateral
Agent, or either of them (whether or not named as parties to legal proceedings
with respect thereto), are hereby authorized and empowered to take such
additional steps as in their judgment and discretion may be necessary or proper
for the defense of any such legal proceedings or the protection of the validity
or priority of this Mortgage and the rights, titles, liens and security
interests created or evidenced hereby, including but not limited to the
employment of independent counsel, the prosecution or defense of litigation, the
compromise or discharge of any adverse claims made with respect to the Property,
the purchase of any tax title and the removal of prior liens or security
interests, and all expenditures so made of every kind and character shall be a
demand obligation (which obligation Mortgagor hereby expressly promises to pay)
owing by Mortgagor to Collateral Agent or Trustee (as the case may be) and shall
bear interest from the date expended until paid at the rate described in Section 2.3 hereof,
and the party incurring such expenses shall be subrogated to all rights of the
person receiving such payment.
   
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 (d)Insurance.  Mortgagor
will carry insurance as provided in the Credit Agreement.  In the
event of any loss under any insurance policies socarried by Mortgagor,
Collateral Agent shall have the right (but not the obligation) to make proof of
loss and collect the same, and all amounts so received shall be applied
toward costs, charges and expenses (including reasonable attorneys' fees),
if any, incurred in the collection thereof, then to the payment, in the order
determined by Collateral Agent in its own discretion, of the secured
indebtedness, and any balance remaining shall be subject to the order of
Mortgagor.  Collateral Agent is hereby authorized but not obligated to
enforce in its name or in the name of Mortgagor payment of any or all of said
policies or settle or compromise any claim in respect thereof, and to collect
and make receipts for the proceeds thereof and Collateral Agent is hereby
appointed Mortgagor's agent and attorney-in-fact to endorse any check or draft
payable to Mortgagor in order to collect the proceeds of
insurance.  In the event of foreclosure of this Mortgage, or other
transfer of title to the Property in extinguishment in whole or in part of the
secured indebtedness, all right, title and interest of Mortgagor in and to such
policies then in force concerning the Property and all proceeds payable
thereunder shall thereupon vest in the purchaser at such foreclosure or other
transferee in the event of such other transfer of title.  Mortgagor
shall at all times maintain adequate insurance against its liability on account
of damages to persons or property, which insurance shall be carried by companies
of recognized responsibility satisfactory to Collateral Agent, and shall be for
such amounts and insure against such risks as are customary in the industry for
similarly situated businesses and properties.
  (e)  Further
Assurances.  Mortgagor will, upon request of Collateral Agent,
(i) promptly correct any defect, error or omission which may be discovered in
the contents of this Mortgage, or in any other Loan Document, or in the
execution or acknowledgment of this Mortgage or any other Loan Document; (ii)
execute, acknowledge, deliver and record and/or file such further instruments
(including, without limitation, further deeds of trust, mortgages, security
agreements, financing statements, continuation statements, and assignments of
production and/or rents, accounts, funds, contract rights, general intangibles,
and proceeds) and do such further acts as may be necessary, desirable or proper
to carry out more effectively the purposes of this Mortgage and the other Loan
Documents and to more fully identify and subject to the liens and security
interests hereof any property intended to be covered hereby, including
specifically, but without limitation, any renewals, additions, substitutions,
replacements, or appurtenances to the Property; and (iii) execute, acknowledge,
deliver, and file and/or record any document or instrument (including
specifically any financing statement) desired by Collateral Agent to protect the
lien or the security interest hereunder against the rights or interests of third
persons.  Mortgagor shall pay all costs connected with any of the
foregoing.
  (f)  Name and Place of Business
and Formation.  Except where notice of a change has been
provided as required by the Credit Agreement:  (i) each Mortgagor is a
registered organization which is organized under the laws of
 
 
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 Delaware and
is located (as determined pursuant to the UCC) in Delaware and (ii) each
Mortgagor's exact name is the name set forth in this
mortgage.
  (g)Not a Foreign
Person.  Mortgagor is not a “foreign person” within the
meaning of the Internal Revenue Code of 1986, as amended, (hereinafter called
the “Code”), Sections 1445 and 7701 (i.e. Mortgagor is not a non-resident alien,
foreign corporation, foreign partnership, foreign trust or foreign estate as
those terms are defined in the Code and any regulations promulgated
thereunder.
  12.02  Compliance by
Operator.  As to any part of the Properties which is operated
by a party other than Mortgagor, Mortgagor agrees to take all commercially
reasonable actions and to exercise all rights and remedies as are available to
Mortgagor (including, but not limited to, all rights under any operating
agreement) to cause the party who is the operator of such Property to comply
with the covenants and agreements contained herein.
  12.03  Performance on Mortgagor's
Behalf.  Mortgagor agrees that, if Mortgagor fails to perform
any act or to take any action which hereunder Mortgagor is required to perform
or take, or to pay any money which hereunder Mortgagor is required to pay,
Collateral Agent, in Mortgagor's name or its own name, may, but shall not be
obligated to, perform or cause to be performed such act or take such action or
pay such money, and any expenses so incurred by Collateral Agent and any money
so paid by Collateral Agent shall be a demand obligation owing by Mortgagor to
Collateral Agent (which obligation Mortgagor hereby expressly promises to pay)
and Collateral Agent, upon making such payment, shall be subrogated to all of
the rights of the person, corporation or body politic receiving such
payment.  Each amount due and owing by Mortgagor to Trustee and/or
Collateral Agent pursuant to this Mortgage shall bear interest each day, from
the date of such expenditure or payment until paid, at a rate equal to the rate
as provided for past due amounts under the Credit Agreement (provided that,
should applicable law provide for a maximum permissible rate of interest on such
amounts, such rate shall not be greater than such maximum permissible rate); all
such amounts, together with such interest thereon, shall be a part of the
secured indebtedness and shall be secured by this Mortgage.
  ARTICLE
XIII.
 ASSIGNMENT
OF REVENUES
  13.01  Assignment.  Mortgagor
does hereby absolutely and unconditionally assign, transfer and set over to
Collateral Agent all rents, issues, profits, revenue, income and other benefits
derived from the Mortgaged Properties, or arising from the operation thereof or
from any of the Contracts (herein sometimes collectively called the “Revenues”),
together with the immediate and continuing right to collect and receive such
Revenues.  Mortgagor directs and instructs any and all payors of
Revenues to pay to Collateral Agent all of the Revenues until such time as such
payors have been furnished with evidence that all secured indebtedness has been
paid and that this Mortgage has been released.  Mortgagor agrees that
no payors of Revenues shall have any responsibility for the application of any
funds paid to Collateral Agent.
 
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  13.02  Effectuating Payment of
Revenues to Collateral Agent.  Independent of the foregoing
provisions and authorities herein granted, Mortgagor agrees to execute and deliver
any and all instruments that may be requested by Collateral Agent or that may be
required by any payor of Revenues for the purpose of effectuating payment of the
Revenues to Collateral Agent.  If under any existing agreements, any
Revenues are required to be paid by the payor to Mortgagor so that under such
existing agreements payment cannot be made of such Revenues to Collateral Agent,
Mortgagor’s interest in all Revenues under such agreements and in all other
Revenues which for any reason may be paid to Mortgagor shall, when received by
Mortgagor, constitute trust funds in Mortgagor’s hands and shall be immediately
paid over to Collateral Agent.  Without limitation upon any of the
foregoing, Mortgagor hereby constitutes and appoints Collateral Agent as
Mortgagor’s special attorney in fact (with full power of substitution, either
generally or for such periods or purposes as Collateral Agent may from time to
time prescribe) in the name, place and stead of Mortgagor to do any and every
act and exercise any and every power that Mortgagor might or could do or
exercise personally with respect to all Revenues (the same having been assigned
by Mortgagor to Collateral Agent pursuant to Section 3.1
hereof).  The foregoing appointment includes, without limitation, the
right, power and authority to:
  (a)  Execute
and deliver in the name of Mortgagor any and all instruments of every nature
that may be requested or required by any party for the purposes of effectuating
payment of the Revenues to Collateral Agent or which Collateral Agent may
otherwise deem necessary or appropriate to effect the intent and purposes of the
assignment contained in Section 3.1; and
  (b)  If under
any agreements any Revenues are required to be paid by the payor to Mortgagor so
that under such existing agreements payment cannot be made of such Revenues to
Collateral Agent, to make, execute and enter into such agreements as are
necessary to direct Revenues to be payable to Collateral Agent.
  Collateral
Agent, as attorney in fact, is further hereby given and granted full power and
authority to do and perform any and every act and thing whatsoever necessary and
requisite to be done as fully and to all intents and purposes, as Mortgagor
might or could do if personally present; and Mortgagor shall be bound thereby as
fully and effectively as if Mortgagor had personally executed, acknowledged and
delivered any of the foregoing certificates or documents.  The powers
and authorities herein conferred upon Collateral Agent may be exercised by
Collateral Agent through any person who, at the time of the execution of the
particular instrument, is an officer of Collateral Agent.  The power
of attorney herein conferred is granted for valuable consideration and hence is
coupled with an interest and is irrevocable so long as the secured indebtedness,
or any part thereof, shall remain unpaid.  All persons dealing with
Collateral Agent or any substitute shall be fully protected in treating the
powers and authorities conferred by this paragraph as continuing in full force
and effect until advised by Collateral Agent that all the secured indebtedness
is fully and finally paid.  Collateral Agent may, but shall not be
obligated to, take such action as it deems appropriate in an effort to collect
the Revenues and any reasonable expenses (including reasonable attorney’s fees)
so incurred by Collateral Agent shall be a demand obligation of Mortgagor and
shall be part of the secured
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 13.03
Limited License.  Subject to Section
3.4 below, Collateral Agent hereby grants to Mortgagor a limited,
non-assignable license (“License”), subject to the terms set forth herein, to
exercise and enjoy all incidences of the status of payee with respect to the
Revenues, including the right to collect, demand, sue for, attach, levy,
recover, and receive the Revenues, and to give proper receipts, releases and
acquitances therefor.  Provided no Event of Default has occurred,
Mortgagor may use the Revenues collected in any manner not inconsistent with the
Loan Documents.
  13.04  Termination.  Upon
an Event of Default, Collateral Agent shall have the right to terminate the
License and the immediate and continuing right to collect and receive the
Revenues, and Mortgagor shall direct and instruct any and all payors of Revenues
to pay to Collateral Agent all of the Revenues.  Each payor of
Revenues shall pay Revenues to Collateral Agent upon and at all times after
receipt of such instruction from Mortgagor or from receipt of notice from
Collateral Agent of such termination of the License.  After receipt of
such instruction or notice, each payor of Revenues shall remit each payment
obligation to Collateral Agent. Such payments to Collateral Agent shall continue
until such time as such payors have been furnished with evidence that all
secured indebtedness has been paid and that this Deed of Trust has been
released.
  13.05  Release From Liability;
Indemnification.  Collateral Agent and its successors and
assigns are hereby released and absolved from all liability for failure to
enforce collection of the Revenues, and from all other responsibility in
connection therewith, except the responsibility of each to account to Mortgagor
for funds actually received by each.  Mortgagor agrees to indemnify
and hold harmless Collateral Agent (for purposes of this paragraph, the term
“Collateral Agent” shall include the directors, officers, partners, employees
and agents of Collateral Agent and any persons or entities owned or controlled
by or affiliated with Collateral Agent) from and against all claims, demands,
liabilities, losses, damages (including without limitation consequential
damages), causes of action, judgments, penalties, costs and expenses (including
without limitation reasonable attorneys' fees and expenses) imposed upon,
asserted against or incurred or paid by Collateral Agent by reason of the
assertion that Collateral Agent received, either before or after payment in full
of the secured indebtedness, funds that exceed the maximum amount, tariff or
rate, if applicable, permitted under applicable law, and Collateral Agent shall
have the right to defend against any such claims or actions, employing attorneys
of its own selection, and if not furnished with indemnity satisfactory to it,
Collateral Agent shall have the right to compromise and adjust any such claims,
actions and judgments, and in addition to the rights to be indemnified as herein
provided, all amounts paid by Collateral Agent in compromise, satisfaction or
discharge of any such claim, action or judgment, and all court costs, attorneys'
fees and other expenses of every character expended by Collateral Agent pursuant
to the provisions of this section shall be a demand obligation (which obligation
Mortgagor hereby expressly promises to pay) owing by Mortgagor to Collateral
Agent and shall bear interest, from the date expended until paid, at the rate
described in Section
2.3 hereof.  The foregoing indemnities shall not terminate upon
the Release Date or upon the release, foreclosure or
  
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   indebtedness
and the discharge and release of this Mortgage and the other documents
evidencing and/or securing the secured indebtedness.  WITHOUT
LIMITATION, IT IS THE INTENTION OF MORTGAGOR AND MORTGAGOR AGREES THAT THE
FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH
RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT
LIMITATION CONSEQUENTIAL DAMAGES), CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS
AND EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES AND
EXPENSES) WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE
OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY.  However, such
indemnities shall not apply to any particular indemnified party (but shall apply
to the other indemnified parties) to the extent the subject of the
indemnification is caused by or arises out of the gross negligence or willful
misconduct of such particular indemnified party.
  13.06  Mortgagor's Absolute
Obligation to Pay Loans.  Nothing herein contained shall
detract from or limit the obligations of Mortgagor to make prompt payment of the
Loans, and any and all other secured indebtedness, at the time and in the manner
provided herein and in the Loan Documents, regardless of whether the Revenues
herein assigned are sufficient to pay same, and the rights under this Article III shall be
cumulative of all other rights under the Loan Documents.
  ARTICLE
XIV.
 REMEDIES
UPON EVENT OF DEFAULT
  14.01  Default.  The
term “Event of Default” as used in this Mortgage shall mean the occurrence of an
“Event of Default” as defined in the Credit Agreement.  Upon the
occurrence of an Event of Default, Collateral Agent at any time and from time to
time may without notice to Mortgagor or any other person declare any or all of
the secured indebtedness immediately due and payable and all such secured
indebtedness shall thereupon be immediately due and payable, without relief from
valuation and appraisement Laws and without presentment, demand, protest, notice
of protest, declaration or notice of acceleration or intention to accelerate,
putting the Mortgagor in default, dishonor, notice of dishonor or any other
notice or declaration of any kind, all of which are hereby expressly waived by
Mortgagor, and the Liens evidenced hereby shall be subject to foreclosure in any
manner provided for herein or provided for by Law as Collateral Agent may
elect.
  14.02  Pre-Foreclosure
Remedies.  Upon the occurrence of an Event
of  Default, Collateral Agent is authorized, prior or subsequent to
the institution of any foreclosure proceedings, and to the extent allowed by
applicable law, to enter upon the Property, or any part thereof, and to take
possession of the Property and all books and records relating thereto, and to
exercise without interference from Mortgagor any and all rights which Mortgagor
has with respect to the management, possession, operation, protection or
 
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  Collateral
Agent may invoke any and all legal remedies to dispossess Mortgagor, including,
but not limited to, summary proceeding or restraining
order.  Mortgagor agrees to peacefully surrender possession of the
property upon an Event of Default, if requested.  All costs, expenses
and liabilities of every character incurred by Collateral Agent in managing,
operating, maintaining, protecting or preserving the Property shall constitute a
demand obligation (which obligation Mortgagor hereby expressly promises to pay)
owing by Mortgagor to Collateral Agent and shall bear interest from date of
expenditure until paid at the rate described in Section 2.3 hereof,
all of which shall constitute a portion of the secured indebtedness and shall be
secured by this Mortgage and by any other instrument securing the secured
indebtedness.  In connection with any action taken by Collateral Agent
pursuant to this Section 4.2, COLLATERAL AGENT SHALL NOT BE LIABLE FOR ANY LOSS
SUSTAINED BY MORTGAGOR RESULTING FROM ANY ACT OR OMISSION OF COLLATERAL AGENT
(INCLUDING COLLATERAL AGENT'S OWN NEGLIGENCE) IN MANAGING THE PROPERTY UNLESS
SUCH LOSS IS CAUSED BY THE WILLFUL MISCONDUCT, GROSS NEGLIGENCE OR BAD FAITH OF
COLLATERAL AGENT, nor shall Collateral Agent be obligated to perform or
discharge any obligation, duty or liability of Mortgagor arising under any
agreement forming a part of the Property or arising under any Permitted
Encumbrance or otherwise arising.  Mortgagor hereby assents to,
ratifies and confirms any and all actions of Collateral Agent with respect to
the Property taken under this Section
4.2.
  14.03  Foreclosure.
  (a)  Upon the
occurrence of an Event of Default, Trustee is authorized and empowered and it
shall be Trustee's special duty at the request of Collateral Agent to sell the
Mortgaged Properties, or any part thereof, as an entirety or in parcels as
Collateral Agent may elect, at such place or places and otherwise in the manner
and upon such notice as may be required by law or, in the absence of any such
requirement, as Trustee may deem appropriate.  If Trustee shall have
given notice of sale hereunder, any successor or substitute Trustee thereafter
appointed may complete the sale and the conveyance of the property pursuant
thereto as if such notice had been given by the successor or substitute Trustee
conducting the sale.  Cumulative of the foregoing and the other
provisions of this Section 4.3, as to
any portion of the Mortgaged Properties located in the State of Texas (or within
the offshore area over which the United States of America asserts jurisdiction
and to which the laws of such state are applicable with respect to this Mortgage
and/or the liens or security interests created hereby), such sales of all or any
part of such Mortgaged Properties shall be conducted at the courthouse of any
county (whether or not the counties in which such Mortgaged Properties are
located are contiguous) in the State of Texas in which any part of such
Mortgaged Properties is situated or which lies shoreward of any Mortgaged
Property (i.e., to the extent a particular Mortgaged Property lies offshore
within the reasonable projected seaward extension of the relevant county
boundary), at public venue to the highest bidder for cash between the hours of
ten o'clock a.m. and four o'clock p.m. on the first Tuesday in any month or at
such other place, time and date as provided by
  
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 the
statutes of the State of Texas then in force governing sales of real estate
under powers conferred by deed of trust, after having given notice of such sale
in accordance with such statutes.
  A POWER OF SALE HAS BEEN
GRANTED IN THIS MORTGAGE.  A POWER OF SALE MAY ALLOW TRUSTEE TO TAKE
THE MORTGAGED PROPERTIES AND SELL THEM WITHOUT GOING TO COURT IN A FORECLOSURE
ACTION UPON DEFAULT BY MORTGAGOR UNDER THIS MORTGAGE.
  (b)  Upon the
occurrence of an Event of Default, Collateral Agent may exercise its rights of
enforcement with respect to the Collateral under the Texas Business and Commerce
Code, as amended or under the Uniform Commercial Code or any other statute in
force in any state to the extent the same is applicable
law.  Cumulative of the foregoing and the other provisions of this
Section
4.3:
  (c)  Collateral
Agent may enter upon the Mortgaged Properties or otherwise upon Mortgagor's
premises to take possession of, assemble and collect the Collateral or to render
it unusable; and
  (d)  Collateral
Agent may require Mortgagor to assemble the Collateral and make it available at
a place Collateral Agent designates which is mutually convenient to allow
Collateral Agent to take possession or dispose of the Collateral;
and
  (e)  written
notice mailed to Mortgagor as provided herein at least ten (10) days prior to
the date of public sale of the Collateral or prior to the date after which
private sale of the Collateral will be made shall constitute reasonable notice;
and
  (f)  in the
event of a foreclosure of the liens and/or security interests evidenced hereby,
the Collateral, or any part thereof, and the Mortgaged Properties, or any part
thereof, may, at the option of Collateral Agent, be sold, as a whole or in
parts, together or separately (including, without limitation, where a portion of
the Mortgaged Properties is sold, the Collateral related thereto may be sold in
connection therewith); and
  (g)  the
expenses of sale provided for in clause FIRST of Section 4.6 shall
include the reasonable expenses of retaking the Collateral, or any part thereof,
holding the same and preparing the same for sale or other disposition;
and
  (h)  should,
under this subsection, the Collateral be disposed of other than by sale, any
proceeds of such disposition shall be treated under Section 4.6 as if the
same were sales proceeds; and
  (i)  To the
extent permitted by applicable law, the sale hereunder of less than the whole of
the Property shall not exhaust the powers of sale herein granted or the right to
judicial foreclosure, and successive sale or sales may be made until the whole
of the Property shall be sold, and, if the proceeds of such sale of less than
the whole of the Property shall be less than the aggregate of the
  
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 indebtedness
secured hereby and the expense of conducting such sale, this Mortgage and the
liens and security interests hereof shall remain in full force and effect as to
the unsold portion of the Property just as though no sale had been made;
provided, however, that Mortgagor shall never have any right to require the sale
of less than the whole of the Property.  In the event any sale
hereunder is not completed or is defective in the opinion of Collateral Agent,
such sale shall not exhaust the powers of sale hereunder or the right to
judicial foreclosure, and Collateral Agent shall have the right to cause a
subsequent sale or sales to be made.  Any sale may be adjourned by
announcement at the time and place appointed for such sale without further
notice except as may be required by law.  The Trustee or his successor
or substitute, and the Collateral Agent acting under power of sale,
respectively, may appoint or delegate any one or more persons as agent to
perform any act or acts necessary or incident to any sale held by it (including,
without limitation, the posting of notices and the conduct of sale), and such
appointment need not be in writing or recorded.  Any and all
statements of fact or other recitals made in any deed or deeds, or other
instruments of transfer, given in connection with a sale as to nonpayment of the
secured indebtedness or as to the occurrence of any Event of Default, or as to
all of the secured indebtedness having been declared to be due and payable, or
as to the request to sell, or as to notice of time, place and terms of sale and
the properties to be sold having been duly given, or, with respect to any sale
by the Trustee, or any successor or substitute trustee, as to the refusal,
failure or inability to act of Trustee or any substitute or successor trustee or
the appointment of any substitute or successor trustee, or as to any other act
or thing having been duly done, shall be taken as prima facie evidence of the
truth of the facts so stated and recited.  With respect to any sale
held in foreclosure of the liens and/or security interests covered hereby, it
shall not be necessary for the Trustee, Collateral Agent, any public officer
acting under execution or order of the court or any other party to have
physically present or constructively in his/her or its possession, either at the
time of or prior to such sale, the Property or any part thereof.
  14.04  Effective as
Mortgage.  This instrument shall be effective as a mortgage as
well as a deed of trust and upon the occurrence of an Event of Default may be
foreclosed as to the Mortgaged Properties, or any portion thereof, in any manner
permitted by applicable law, and any foreclosure suit may be brought by Trustee
or by Collateral Agent.  To the extent, if any, required to cause this
instrument to be so effective as a mortgage as well as a deed of trust,
Mortgagor hereby mortgages the Mortgaged Properties to Collateral
Agent.  In the event a foreclosure hereunder as to the Mortgaged
Properties, or any part thereof, shall be commenced by Trustee, or his
substitute or successor, Collateral Agent may at any time before the sale of
such properties direct Trustee to abandon the sale, and may then institute suit
for the foreclosure of this Mortgage as to such properties.  It is
agreed that if Collateral Agent should institute a suit for the foreclosure of
this Mortgage, Collateral Agent may at any time before the entry of a final
judgment in said suit dismiss the same, and require Trustee, its substitute or
successor, to sell the Mortgaged Properties, or any part thereof, in accordance
with the provisions of this Mortgage.
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 14.05Receiver.  In
addition to all other remedies herein provided for, Mortgagor agrees that, upon
the occurrence of an Event of Default, Collateral Agent shall as a matter of
right be entitled to the appointment of a receiver or receivers for all or any
part of theProperty, whether such receivership be incident to a proposed
sale (or sales) of such property or otherwise, and without regard to the value
of the Property or the solvency of any person or persons liable for the payment
of the indebtedness secured hereby, and Mortgagor does hereby consent to the
appointment of such receiver or receivers, waives any and all defenses to such
appointment, and agrees not to oppose any application therefor by Collateral
Agent, and agrees that such appointment shall in no manner impair, prejudice or
otherwise affect the rights of Collateral Agent under Article III
hereof.  Mortgagor expressly waives notice of a hearing for
appointment of a receiver and the necessity for bond or an accounting by the
receiver.  Nothing herein is to be construed to deprive Collateral
Agent of any other right, remedy or privilege it may now or hereafter have under
the law to have a receiver appointed.  Any money advanced by
Collateral Agent in connection with any such receivership shall be a demand
obligation (which obligation Mortgagor hereby expressly promises to pay) owing
by Mortgagor to Collateral Agent and shall bear interest, from the date of
making such advancement by Collateral Agent until paid, at the rate described in
Section 2.3
hereof.
  14.06  Proceeds of
Foreclosure.  The proceeds of any sale held in foreclosure of
the liens and/or security interests evidenced hereby shall be
applied:
  FIRST, to the payment
of all necessary costs and expenses incident to such foreclosure sale, including
but not limited to all court costs and charges of every character in the event
foreclosed by suit or any judicial proceeding and including, but not limited to,
a reasonable fee to the Trustee if such sale was made by the Trustee acting
under the provisions of Section
4.3(a);
  SECOND, to the
payment of the secured indebtedness as provided in the Credit Agreement;
and
  THIRD, the remainder,
if any there shall be, shall be paid to Mortgagor, or to Mortgagor's successors
or assigns, or such other persons as may be entitled thereto by
law.
  14.07  Lender Party as
Purchaser.  Any party constituting a Lender Party shall have
the right to become the purchaser at any sale held in foreclosure of the liens
and/or security interests evidenced hereby, and any party constituting a
Lender  Party which is purchasing at any such sale shall have the
right to credit upon the amount of the bid made therefor, to the extent
necessary to satisfy such bid, the secured indebtedness owing to such party, or
if
 
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 such
party holds less than all of such indebtedness, the pro rata part thereof owing
to such party, accounting to all other parties constituting a Lender Party who
are not joining in such bid in cash for the portion of such bid or bids
apportionable to such non-bidding parties.
  14.08  Foreclosure as to Matured
Debt.  Upon the occurrence of an Event of Default, Collateral
Agent shall have the right to proceed with foreclosure of the liens and/or
security interests evidenced hereby without declaring the entire secured
indebtedness due, and in such event, any such foreclosure sale may be made
subject to the unmatured part of the secured indebtedness and shall not in any
manner affect the unmatured part of the secured indebtedness, but as to such
unmatured part, this Mortgage shall remain in full force and effect just as
though no sale had been made.  The proceeds of such sale shall be
applied as provided in Section 4.6 except
that the amount paid under clause SECOND thereof shall be only the matured
portion of the secured indebtedness and any proceeds of such sale in excess of
those provided for in clauses FIRST and SECOND (modified as provided above)
shall be applied as provided in clause SECOND AND THIRD of Section 4.6
hereof.  Several sales may be made hereunder without exhausting the
right of sale for any unmatured part of the secured indebtedness.
  14.09  Remedies
Cumulative.  All remedies herein provided for are cumulative of
each other and of all other remedies existing at law or in equity and are
cumulative of any and all other remedies provided for in any other Loan
Document, and, in addition to the remedies herein provided, there shall continue
to be available all such other remedies as may now or hereafter exist at law or
in equity for the collection of the secured indebtedness and the enforcement of
the covenants herein and the foreclosure of the liens and/or security interests
evidenced hereby, and the resort to any remedy provided for hereunder or under
any such other Loan Document or provided for by law shall not prevent the
concurrent or subsequent employment of any other appropriate remedy or
remedies.
  14.10  Discretion as to
Security.  Collateral Agent may resort to any security given by
this Mortgage or to any other security now existing or hereafter given to secure
the payment of the secured indebtedness, in whole or in part, and in such
portions and in such order as may seem best to Collateral Agent in its sole and
uncontrolled discretion, and any such action shall not in any way be considered
as a waiver of any of the rights, benefits, liens or security interests
evidenced by this Mortgage.
  14.11  Mortgagor's Waiver of
Certain Rights.  To the full extent Mortgagor may do so,
Mortgagor agrees that Mortgagor will not at any time insist upon, plead, claim
or take the benefit or advantage of any law now or hereafter in force providing
for any appraisement, valuation, stay, extension or redemption, and Mortgagor,
for Mortgagor, Mortgagor's heirs, devisees, representatives, successors and
assigns, and for any and all persons ever claiming any interest in the Property,
to the extent permitted by applicable law, hereby waives and releases all rights
of appraisement, valuation, stay of execution, redemption, notice of intention
to mature or declare due the whole of the secured indebtedness, notice of
election to mature or declare due the whole of the secured indebtedness and all
rights to a marshaling of assets of Mortgagor, including
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 the
Property, or to a sale in inverse order of alienation in the event of
foreclosure of the liens and/or security interests hereby
created.  Mortgagor shall not have or assert any right under any
statute or rule of law pertaining to the marshaling of assets, sale in inverse
order of alienation, the exemption of homestead, the administration of estates
of decedents, or other matters whatever to defeat, reduce or affect the right
under the terms of this Mortgage to a sale of the Property for the collection of
the secured indebtedness without any prior or different resort for collection,
or the right under the terms of this Mortgage to the payment of the secured
indebtedness out of the proceeds of sale of the Property in preference to every
other claimant whatever.  If any law referred to in this Section and
now in force, of which Mortgagor or Mortgagor's heirs, devisees,
representatives, successors or assigns or any other persons claiming any
interest in the Mortgaged Properties or the Collateral might take advantage
despite this Section, shall hereafter be repealed or cease to be in force, such
law shall not thereafter be deemed to preclude the application of this
Section.
  14.12  Mortgagor as Tenant
Post-Foreclosure.  In the event there is a foreclosure sale
hereunder and at the time of such sale Mortgagor or Mortgagor's heirs, devisees,
representatives, successors or assigns or any other persons claiming any
interest in the Property by, through or under Mortgagor are occupying or using
the Property, or any part thereof, each and all shall immediately become the
tenant of the purchaser at such sale, which tenancy shall be a tenancy from day
to day, terminable at the will of either landlord or tenant, at a reasonable
rental per day based upon the value of the property occupied, such rental to be
due daily to the purchaser.  To the extent permitted by applicable
law, the purchaser at such sale shall, notwithstanding any language herein
apparently to the contrary, have the sole option to demand immediate possession
following the sale or to permit the occupants to remain as tenants at
will.  In the event the tenant fails to surrender possession of said
property upon demand, the purchaser shall be entitled to institute and maintain
a summary action for possession of the property (such as an action for forcible
entry and detainer) in any court having jurisdiction.
  ARTICLE
XV.
 MISCELLANEOUS
  15.01  Scope of
Mortgage.  This Mortgage is a deed of trust and mortgage of
both real and personal property, a security agreement, a financing statement and
an assignment, and also covers proceeds and fixtures and all rights as set out
herein.
  15.02  Effective as a Financing
Statement.  This Mortgage covers goods which are or are to
become fixtures on the real property described herein, and this Mortgage shall
be effective as a financing statement filed as a fixture filing with respect to
all fixtures included within the Property.  This Mortgage is to be
filed for record in the real property records of each county where any part of
the Mortgaged Properties is situated.  This Mortgage shall also be
effective as a financing statement covering any other Property and may be filed
in any other appropriate filing or recording office.  The mailing
address of Mortgagor is the address of Mortgagor set forth at the end of this
Mortgage and the address of Collateral Agent from which information concerning
the security
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 15.03Reproduction of Mortgage as Financing
Statement.  A carbon, photographic, facsimile or other
reproduction of this Mortgage or of any financing statement relating to this
Mortgage shall be sufficient as a financing statement for any of the purposes
referred to in Section
5.2.  Without limiting any other provision herein, Mortgagor
hereby authorizes Agent to file one or more financing statements, or renewal or
continuation statements thereof, describing the Collateral.
  15.04  Notice to Account
Debtors.  In addition to, but without limitation of, the rights
granted in Article
III hereof, Collateral Agent may, at any time after an Event of Default
has occurred, notify the account debtors or obligors of any accounts, chattel
paper, negotiable instruments or other evidences of indebtedness included in the
Collateral to pay Collateral Agent directly.
  15.05  Waivers.  Collateral
Agent may at any time and from time to time in writing waive compliance by
Mortgagor with any covenant herein made by Mortgagor to the extent and in the
manner specified in such writing, or consent to Mortgagor's doing any act which
hereunder Mortgagor is prohibited from doing, or to Mortgagor's failing to do
any act which hereunder Mortgagor is required to do, to the extent and in the
manner specified in such writing, or release any part of the Property or any
interest therein from the lien and security interest of this Mortgage (and/or
terminate the assignment provided for in Article III), without
the joinder of Trustee.  Any party liable, either directly or
indirectly, for the secured indebtedness or for any covenant herein or in any
other Loan Document may be released from all or any part of such obligations
without impairing or releasing the liability of any other party.  No
such act shall in any way impair any rights or powers hereunder except to the
extent specifically agreed to in such writing.
  15.06  No Impairment of
Security.  The lien, security interest and other security
rights hereunder shall not be impaired by any indulgence, moratorium or release
which may be granted including, but not limited to, any renewal, extension or
modification which may be granted with respect to any secured indebtedness, or
any surrender, compromise, release, renewal, extension, exchange or substitution
which may be granted in respect of the Property, or any part thereof or any
interest therein, or any release or indulgence granted to any endorser,
guarantor or surety of any secured indebtedness.
  15.07  Acts Not Constituting
Waiver.  Any Event of Default may be waived without waiving any
other prior or subsequent Event of Default.  Any Event of Default may
be remedied without waiving the Event of Default remedied.  Neither
failure to exercise, nor delay in exercising, any right, power or remedy upon
any Event of Default shall be construed as a waiver of such Event of Default or
as a waiver of the right to exercise any such right, power or remedy at a later
date.  No single or partial exercise of any right, power or remedy
hereunder shall exhaust the same or shall preclude any other or further exercise
thereof, and every such right, power or remedy hereunder may be exercised at any
time and from time to time.  No modification or waiver of any
provision hereof nor consent to any departure by Mortgagor therefrom shall in
any event be
 
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 effective
unless the same shall be in writing and signed by Collateral Agent and then such
waiver or consent shall be effective only in the specific instances, for the
purpose for which given and to the extent therein specified.  No
notice to nor demand on Mortgagor in any case shall of itself entitle Mortgagor
to any other or further notice or demand in similar or other
circumstances.  Acceptance of any payment in an amount less than the
amount then due on any secured indebtedness shall be deemed an acceptance on
account only and shall not in any way excuse the existence of an Event of
Default hereunder.
  15.08  Mortgagor's
Successors.  In the event the ownership of the Property or any
part thereof becomes vested in a person other than Mortgagor, then, without
notice to Collateral Agent, such successor or successors in interest may be
dealt with, with reference to this Mortgage and to the indebtedness secured
hereby, in the same manner as with Mortgagor, without in any way vitiating or
discharging Mortgagor's liability hereunder or for the payment of the
indebtedness or performance of the obligations secured hereby.  No
transfer of the Property, no forbearance, and no extension of the time for the
payment of the indebtedness secured hereby, shall operate to release, discharge,
modify, change or affect, in whole or in part, the liability of Mortgagor
hereunder or for the payment of the indebtedness or performance of the
obligations secured hereby, or the liability of any other person hereunder or
for the payment of the indebtedness secured hereby.
  15.09  Place of
Payment.  All secured indebtedness which may be owing hereunder
at any time by Mortgagor shall be payable at the place designated in the Credit
Agreement (or if no such designation is made, at the address of Collateral Agent
indicated at the end of this Mortgage), or at such other place as Collateral
Agent may designate in writing.
  15.10  Subrogation to Existing
Liens.  To the extent that proceeds of the Loans are used to
pay indebtedness secured by any outstanding lien, security interest, charge or
prior encumbrance against the Property, such proceeds have been advanced at
Mortgagor's request, and the party or parties advancing the same shall be
subrogated to any and all rights, security interests and liens owned by any
owner or holder of such outstanding liens, security interests, charges or
encumbrances, irrespective of whether said liens, security interests, charges or
encumbrances are released, and it is expressly understood that, in consideration
of the payment of such indebtedness, Mortgagor hereby waives and releases all
demands and causes of action for offsets and payments to, upon and in connection
with the said indebtedness.
  15.11  Application of Payments to
Certain Indebtedness.  If any part of the secured indebtedness
cannot be lawfully secured by this Mortgage or if any part of the Property
cannot be lawfully subject to the lien and security interest hereof to the full
extent of such indebtedness, then all payments made shall be applied on said
indebtedness first in discharge of that portion thereof which is not secured by
this Mortgage.
  15.12  Compliance With Usury
Laws.  It is the intent of Mortgagor, Collateral Agent and all
other parties to the Loan Documents to contract in strict compliance with
 
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 applicable
usury law from time to time in effect.  In furtherance thereof, it is
stipulated and agreed that none of the terms and provisions contained herein or
in the other Loan Documents shall ever be construed to create a contract to pay,
for the use, forbearance or detention of money, interest in excess of the
maximum amount of interest permitted to be collected, charged, taken, reserved,
or received by applicable law from time to time in effect.
  15.13  Substitute
Trustee.  The Trustee may resign by an instrument in writing
addressed to Collateral Agent, or Trustee may be removed at any time with or
without cause by an instrument in writing executed by Collateral
Agent.  In case of the death, resignation, removal, or
disqualification of Trustee, or if for any reason Collateral Agent shall deem it
desirable to appoint a substitute or successor trustee to act instead of the
herein named trustee or any substitute or successor trustee, then Collateral
Agent shall have the right and is hereby authorized and empowered to appoint a
successor trustee, or a substitute trustee, without other formality than
appointment and designation in writing executed by Collateral Agent and the
authority hereby conferred shall extend to the appointment of other successor
and substitute trustees successively until the indebtedness secured hereby has
been paid in full, or until the Property is sold hereunder.  In the
event the secured indebtedness is owned by more than one person or entity, the
holder or holders of not less than a majority in the amount of such indebtedness
shall have the right and authority to make the appointment of a successor or
substitute trustee as provided for in the preceding sentence or to remove
Trustee as provided in the first sentence of this Section.  Such
appointment and designation by Collateral Agent, or by the holder or holders of
not less than a majority of the indebtedness secured hereby, shall be full
evidence of the right and authority to make the same and of all facts therein
recited.  If Collateral Agent is a corporation or association and such
appointment is executed in its behalf by an officer of such corporation or
association, such appointment shall be conclusively presumed to be executed with
authority and shall be valid and sufficient without proof of any action by the
board of directors or any superior officer of the corporation or
association.  Collateral Agent may act through an agent or
attorney-in-fact in substituting trustees.  Upon the making of any
such appointment and designation, all of the estate and title of Trustee in the
Mortgaged Properties shall vest in the named successor or substitute Trustee and
such successor or substitute shall thereupon succeed to, and shall hold, possess
and execute, all the rights, powers, privileges, immunities and duties herein
conferred upon Trustee; but nevertheless, upon the written request of Collateral
Agent or of the successor or substitute Trustee, the Trustee ceasing to act
shall execute and deliver an instrument transferring to such successor or
substitute Trustee all of the estate and title in the Mortgaged Properties of
the Trustee so ceasing to act, together with all the rights, powers, privileges,
immunities and duties herein conferred upon the Trustee, and shall duly assign,
transfer and deliver any of the properties and moneys held by said Trustee
hereunder to said successor or substitute Trustee.  All references
herein to Trustee shall be deemed to refer to Trustee (including any successor
or substitute appointed and designated as herein provided) from time to time
acting hereunder.
  15.14  No Liability for
Trustee.  THE TRUSTEE SHALL NOT BE LIABLE FOR ANY ERROR OF
JUDGMENT OR ACT DONE BY TRUSTEE IN GOOD
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 FAITH, OR
BE OTHERWISE RESPONSIBLE OR ACCOUNTABLE UNDER ANY CIRCUMSTANCES WHATSOEVER
(INCLUDING, WITHOUT LIMITATION, THE TRUSTEE'S NEGLIGENCE), EXCEPT FOR TRUSTEE'S
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.  The Trustee shall have the
right to rely on any instrument, document or signature authorizing or supporting
any action taken or proposed to be taken by the Trustee hereunder, believed by
the Trustee in good faith to be genuine.  All moneys received by
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated in any
manner from any other moneys (except to the extent required by law), and Trustee
shall be under no liability for interest on any moneys received by him
hereunder.  Mortgagor hereby ratifies and confirms any and all acts
which the herein named Trustee or its successor or successors, substitute or
substitutes, shall do lawfully by virtue hereof.  Mortgagor will
reimburse Trustee for, and indemnify and save Trustee harmless against, any and
all liability and expenses (including attorneys fees) which may be incurred by
Trustee in the performance of his duties.  The foregoing indemnities
shall not terminate upon the release, foreclosure or other termination of this
Mortgage but will survive the release, termination and/or foreclosure of this
Mortgage, or conveyance in lieu of foreclosure, and the repayment of the secured
indebtedness and the discharge and release of this Mortgage and the other
documents evidencing and/or securing the secured indebtedness.  Any
amount to be paid hereunder by Mortgagor to Trustee shall be a demand obligation
owing by Mortgagor to Trustee and shall be subject to and covered by the
provisions of Section
2.3 hereof.
  15.15  Release of
Mortgage.  If all of the secured indebtedness be paid as the
same becomes due and payable and all of the covenants, warranties, undertakings
and agreements made in this Mortgage are kept and performed and no further
obligation shall exist to provide credit or advance funds to Mortgagor or the
maker of any promissory note (or other obligor with respect to other
indebtedness) secured hereby, then this Mortgage shall be released, in due form
and at Mortgagor's cost; provided, however, that, notwithstanding such release,
certain indemnifications, and other rights, which are provided herein to
continue following the release hereof shall continue in effect unaffected by
such release; and provided further that if any payment to Collateral Agent is
held to constitute a preference or a voidable transfer under applicable state or
federal laws or if for any other reason Collateral Agent is required to refund
such payment to the payor thereof or to pay the amount thereof to any third
party, this Mortgage shall be reinstated to the extent of such payment or
payments.
  15.16  Notices.  All
notices, requests, consents, demands and other communications required or
permitted hereunder or under any other Loan Document shall be in writing and,
unless otherwise specifically provided in such other Loan Document, shall be
deemed sufficiently given or furnished if delivered by personal delivery, by
facsimile or other electronic transmission, by delivery service with proof of
delivery, or by registered or certified United States mail, postage prepaid, at
the addresses specified at the end of this Mortgage (unless changed by similar
notice in writing given by the particular party whose address is to be
changed).  Any such notice or communication shall be deemed to have
been given (a) in the case of personal delivery or delivery service, as of
the date of first attempted delivery at the address and in the manner
 
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 provided
herein, (b) in the case of facsimile or other electronic transmission, upon
receipt, and (c) in the case of registered or certified United States mail,
three days after deposit in the mail.  Notwithstanding the foregoing,
or anything else in the Loan Documents or the agreements evidencing Secured Swap
Obligations which may appear to the contrary, any notice given in connection
with a foreclosure of the Liens, privileges, and/or security interests created
hereunder, or otherwise in connection with the exercise by Collateral Agent or
Trustee of their respective rights hereunder or under any other Loan Document or
any agreement evidencing Secured Swap Obligations, which is given in a manner
permitted by applicable Law shall constitute proper notice; without limitation
of the foregoing, notice given in a form required or permitted by statute shall
(as to the portion of the Property to which such statute is applicable)
constitute proper notice.
  15.17  Invalidity of Certain
Provisions.  A determination that any provision of this
Mortgage is unenforceable or invalid shall not affect the enforceability or
validity of any other provision and the determination that the application of
any provision of this Mortgage to any person or circumstance is illegal or
unenforceable shall not affect the enforceability or validity of such provision
as it may apply to other persons or circumstances.
  15.18  Gender;
Titles.  Within this Mortgage, words of any gender shall be
held and construed to include any other gender, and words in the singular number
shall be held and construed to include the plural, unless the context otherwise
requires.  Titles appearing at the beginning of any subdivisions
hereof are for convenience only, do not constitute any part of such
subdivisions, and shall be disregarded in construing the language contained in
such subdivisions.
  15.19  Recording.  Mortgagor
will cause this Mortgage and all amendments and supplements thereto and
substitutions therefor and all financing statements and continuation statements
relating thereto to be recorded, filed, re-recorded and refiled in such manner
and in such places as Trustee or Collateral Agent shall reasonably request and
will pay all such recording, filing, re-recording and refiling taxes, fees and
other charges.
  15.20  Reporting
Compliance.  Mortgagor agrees to comply with any and all
reporting requirements applicable to the transaction evidenced by the Credit
Agreement and secured by this Mortgage which are set forth in any law, statute,
ordinance, rule, regulation, order or determination of any governmental
authority, and further agrees upon request of Collateral Agent to furnish
Collateral Agent with evidence of such compliance.
  15.21  Certain
Consents.  Except where otherwise expressly provided herein, in
any instance hereunder where the approval, consent or the exercise of judgment
of Collateral Agent is required, the granting or denial of such approval or
consent and the exercise of such judgment shall be within the sole discretion of
Collateral Agent, and Collateral Agent shall not, for any reason or to any
extent, be required to grant such approval or consent or exercise such judgment
in any particular manner, regardless of the reasonableness of either the request
or Collateral Agent's judgment.
   
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 15.22  Certain Obligations of
Mortgagor.  Without limiting Mortgagor's obligations hereunder,
Mortgagor's liability hereunder shall extend to and include all
post
 petition
interest, expenses, and other duties and liabilities with respect to Mortgagor's
obligations hereunder which would be owed but for the fact that the same may be
unenforceable due to the existence of a bankruptcy, reorganization or similar
proceeding.
  15.23  Counterparts.  This
Mortgage may be executed in several counterparts, all of which are identical,
except that, to facilitate recordation, certain counterparts hereof may include
only those portions of Exhibit A which contain descriptions of the properties
located in (or otherwise subject to the recording or filing requirements and/or
protections of the recording or filing acts or regulations of) the recording
jurisdiction in which the particular counterpart is to be recorded, and other
portions of Exhibit A shall be included in such counterparts by reference
only.  All of such counterparts together shall constitute one and the
same instrument.  Complete copies of this Mortgage containing the
entire Exhibit A have been retained by Mortgagor and Collateral
Agent.
  15.24  Successors and
Assigns.  The terms, provisions, covenants, representations,
indemnifications and conditions hereof shall be binding upon Mortgagor, and the
successors and assigns of Mortgagor, and shall inure to the benefit of Trustee
and Collateral Agent and their respective successors and assigns, and shall
constitute covenants running with the Mortgaged Properties.  All
references in this Mortgage to Mortgagor, Trustee or Collateral Agent shall be
deemed to include all such successors and assigns.
  15.25  FINAL AGREEMENT OF THE
PARTIES.  THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
  15.26  CHOICE OF
LAW.  NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY AND
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW, WITH RESPECT TO EACH PORTION
OF THE PROPERTY, THIS MORTGAGE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE IN WHICH SUCH PORTION OF THE PROPERTY
IS LOCATED OR WHICH IS OTHERWISE APPLICABLE TO SUCH PORTION OF THE
PROPERTY).
  
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 IN
WITNESS WHEREOF, this instrument is executed by Mortgagor this ___ day of
February, 2007.
  MORTGAGOR:
                                      TARGA
      NORTH TEXAS LP
                                      By:
      Targa North Texas GP LLC, its sole general partnerBy:___________________________
                                      Howard
      M. Tate
                                      Vice
      President and Assistant TreasurerThe
      address of Collateral Agent is:
                                    The
      address of Mortgagor is:100
      Federal Street
                                      Boston,
      MA  02110
                                    1000
      Louisiana Street, Suite 4300
                                      Houston,
      Texas  77002
 
  
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 ACKNOWLEDGEMENT
  
  STATE OF
TEXAS                                              §
  §
  COUNTY OF
HARRIS                                        §
  BE IT
REMEMBERED THAT I, the undersigned authority, a notary public duly qualified,
commissioned, sworn and acting in and for the county and state aforesaid, and
being authorized in such county and state to take acknowledgments, hereby
certify that, on this 
day of February, 2007 there personally appeared before me: Howard M.
Tate,  Vice President – Finance and Assistant Treasurer of Targa North
Texas GP LLC, a Delaware limited liability company acting as general partner on
behalf of Targa North Texas LP, Delaware limited partnership, known to me to be
such person, such partnership being a party to the foregoing
instrument.
  
  TEXAS
                                    The
      foregoing instrument was acknowledged before me on this day, by such
      person, the above designated officer of the above-stated limited liability
      company, such limited liability company being the general partner of the
      above stated partnership, such limited liability company acting as general
      partner of such partnership and on behalf of such
partnership.
 IN
WITNESS WHEREOF, I have hereunto set my hand and official seal in the City of
Houston, Harris County, Texas, on the day and year first above
written.
  NOTARY
PUBLIC, State of Texas
  
 
 (printed
name)
  My
commission expires:
 
 [SEAL]
  
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 EXHIBIT
J
 
 
 
 FORM
OF INTERCREDITOR AGREEMENT
 
 
 
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 INTERCREDITOR
AGREEMENT
  
  dated as
of
  
  February
14, 2007
  
  among
  
  TARGA
RESOURCES PARTNERS LP,
  
  THE
SECURED HEDGING PARTIES PARTY HERETO
  
  and
  
  BANK OF
AMERICA, N.A.,
  as
Collateral Agent
  Table of Contents
 TABLE OF
CONTENTS
 ARTICLE
      IDefinitionsSECTION
      1.01. Credit Agreement
                                      
                                      
                                      1SECTION
      1.02. Other Defined Terms
                                      
                                      
                                      1ARTICLE
      IISecured
      Hedging Parties; ProceduresSECTION
      2.01. Additional Secured Hedging Parties
                                      
                                      
                                      3SECTION
      2.02. Secured Swap Transactions
                                      
                                      
                                      3SECTION
      2.03. Acts of Secured Hedging Parties
                                      
                                      
                                      4SECTION
      2.04. Determination of Amounts of Secured Hedging
    Obligations
                                      
                                      
                                      4SECTION
      2.05. Restrictions on Actions
                                      
                                      
                                      5SECTION
      2.06. Actions Under Support Documents
                                      
                                      
                                      5SECTION
      2.07. Release of Collateral and Guarantees
                                      
                                      
                                      6SECTION
      2.08. Additional Collateral
                                      
                                      
                                      6ARTICLE
      IIIThe
      Collateral AgentSECTION
      3.01. Appointment; Rights and Duties
                                      
                                      
                                      6SECTION
      3.02. Participation in Indemnity
                                      
                                      
                                      6ARTICLE
      IVVotingSECTION
      4.01. Amendments and Waivers under this Agreement
                                      
                                      
                                      7SECTION
      4.02. Amendments and Waivers under the Credit Agreement and the Support
      Documents
                                      
                                      
                                      7ARTICLE
      VMiscellaneousSECTION
      5.01. Notices
                                      
                                      
                                      8SECTION
      5.02. Counterparts
                                      
                                      
                                      8SECTION
      5.03. Binding Effect; Assignment
                                      
                                      
                                      8SECTION
      5.04. Severability
                                      
                                      
                                      8SECTION
      5.05. Governing Law; Jurisdiction; Consent to Service of
      Process
                                      
                                      
                                      9SECTION
      5.06. WAIVER OF JURY TRIAL
                                      
                                      
                                      9SECTION
      5.07. Headings
                                      
                                      
                                      10SECTION
      5.08. Successors and Assigns
                                      
                                      
                                      10SECTION
      5.09. Termination
                                      
                                      
                                      10
 
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 Schedules
  Schedule
I                      Initial
Secured Hedging Parties
  Schedule
II                      Notices
  Annexes
  Annex
A                      Form
of Intercreditor Agreement Supplement
  
 Table of Contents
 INTERCREDITOR
AGREEMENT dated as of February 14, 2007 among TARGA RESOURCES PARTNERS LP (the
“Borrower”), the Secured
Hedging Parties named herein and BANK OF AMERICA, N.A., as Collateral
Agent.  Capitalized terms used in this Agreement have the meanings
assigned to them in Article I below.
  Reference
is made to the Credit Agreement dated as of February 14, 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 Bank of America, N.A.,
as Administrative Agent, Swing Line Lender, and L/C Issuer.  The
obligations of the Borrower under the Credit Agreement are guaranteed and
secured as contemplated by the Credit Agreement.  The Borrower has
requested, and the Lenders have agreed, that the benefits of such guarantees and
security also be afforded to certain counterparties that enter into Swap
Contracts with the Borrower or another Loan Party, and the Lenders have agreed
to such request subject to certain conditions, including a condition that any
such counterparty has become a party to this Agreement.
  The
parties hereto desire to enter into this Agreement in order to set forth certain
agreements with respect to the obligations of the Loan Parties under the Credit
Agreement and the obligations of the Loan Parties under Swap Contracts that are
secured and guaranteed on the same basis, including certain voting
provisions.  Accordingly, the parties hereto agree as
follows:
   ARTICLE
I.
 DEFINITIONS
  1.01  Credit
Agreement.(a)Capitalized terms used in
this Agreement and not otherwise defined herein have the meanings specified in
the Credit Agreement.
  (b)  The rules
of construction specified in Article I of the
Credit Agreement also apply to this Agreement.
  1.02  Other
Defined Terms.As used in this
Agreement, the following terms have the meanings specified
below:
  “Act” has the meaning assigned
to such term in Section 2.03.
  “Credit Agreement” has the
meaning assigned to such term in the preliminary statement of this
Agreement.
  “Holder” means any Person that
is a direct holder of any Obligations.
  “Intercreditor Agreement
Supplement” means an instrument substantially in the form of Annex A hereto (or
any other form approved by the Collateral Agent), providing for a Hedging Party
to become a party to this Agreement.
  “Maximum Credit Agreement
Obligations” means, at any time, the sum of (a) $750,000,000 (which
represents the aggregate principal amount of the Commitments
  
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 as of the
Closing Date plus the maximum amount by which such Commitments may be increased
under the Credit Agreement as of the Closing Date), plus
(b) $100,000,000, minus (c) the
aggregate principal amount of mandatory prepayments made in respect of principal
amounts outstanding under the Credit Agreement, to the extent (but only to the
extent) resulting in a permanent reduction of the aggregate principal amount of
credit extensions outstanding (or permitted to be outstanding pursuant to unused
financing commitments) under the Credit Agreement immediately prior to such
mandatory prepayment; provided that, for
purposes of clause (c) above, a
prepayment in respect of outstanding principal under the Credit Agreement shall
not reduce the Maximum Credit Agreement Obligations to the extent financed with
a new or replacement credit facility (or increased amount of an existing credit
facility) under the Credit Agreement.
  “Obligations” means the
Obligations (as defined in the Credit Agreement), the Cash Management
Obligations and the Secured Swap Obligations.
  “Required Secured Parties”
means, at any time, the Required Lenders at such time (without giving effect to
any amendment or modification of such term in the Credit Agreement other than
those that give effect to the inclusion of credit facilities thereunder that are
not in effect on the Closing Date and are permitted hereunder, but do not change
the voting percentage in such definition); provided that, for
purposes of this Agreement (a) the definition of Required Lenders in the
Credit Agreement shall be deemed to include each Secured Hedging Party as though
it were a Lender and as though the Total Outstandings included the amount of its
Secured Hedging Obligations at the time, (b) if the Borrower or any
Affiliate thereof is a Lender or a Secured Hedging Party, such Person and its
share of any amounts otherwise included in determining the Required Secured
Parties shall be disregarded, and (c) solely for purposes of directing the
exercise of remedies under the Support Documents, the unused portion of
financing commitments under the Credit Agreement shall be disregarded (it being
understood that a Letter of Credit shall constitute usage of a financing
commitment for purposes of this clause).
  “Secured Hedging Obligations”
means the Secured Swap Obligations (as defined in the Credit Agreement); provided that
(a) for purposes of determining the Required Secured Parties or for
purposes of Section 3.02 or
Section 4.02,
the amount of the Secured Hedging Obligations of any Secured Hedging Party in
respect of any Secured Hedge Agreement at such time shall be the termination
amount that would be payable by the applicable Loan Party or Loan Parties
thereunder (after giving effect to any legally enforceable netting agreements
thereunder) if all Swap Contracts thereunder were closed out and terminated (or
the applicable termination amount then due, in respect of any Swap Contracts
thereunder that have been so closed out and terminated), and (b) the amount
of Secured Hedging Obligation in respect of any Secured Hedge Agreement at any
time shall be the amount thereof determined by the applicable Secured Hedging
Party consistent with prevailing market practices (and in accordance with
clause (a)
above, if applicable), if certified to the Collateral Agent pursuant to Section 2.04(a).
  “Secured Hedging Parties” means
(a) the Persons identified on Schedule I hereto, (b) each Lender and each
Affiliate of a Lender that is owed any Secured Hedging Obligations on or after
the Closing Date (subject to the provisions of the Credit
  
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 Agreement
regarding a Person that ceases to be a Lender or an Affiliate of a Lender) and
(c) each other Hedging Party that becomes a party to this Agreement after the
Closing Date pursuant to an Intercreditor Agreement Supplement.
  “Secured Instrument” means
(a) the Credit Agreement, (b) each Secured Hedge Agreement and
(c) in the case of Cash Management Obligations, the agreements pertaining
thereto.
  “Secured Swap Transaction
Designation” means a written notice from a Secured Hedging Party to the
Collateral Agent identifying a Secured Hedge Agreement or a Swap Contract
thereunder (or any material amendment or modification thereof or any termination
thereof), which notice shall include (a) the date thereof, (b) the
Loan Party or Loan Parties that are parties thereto and (c) a summary
description of the type of Swap Contract thereunder (or of the material
amendment or modification thereof indicating the termination thereof, as
applicable).
  “Support Documents” means the
Security Documents and the Guaranty.
  ARTICLE
II.
 SECURED
HEDGING PARTIES; PROCEDURES
  2.01  Secured
Hedging Parties.Upon execution and
delivery by the Collateral Agent and a Hedging Party of an Intercreditor
Agreement Supplement, such applicable Hedging Party shall become a Secured
Hedging Party hereunder.  Each Lender or Affiliate of a Lender that is
owed Secured Hedging Obligations shall be a Secured Hedging Party hereunder
without the execution of this Intercreditor Agreement or an Intercreditor
Agreement Supplement.  If a Person ceases to be a Lender or Affiliate
of a Lender (i) Obligations under a Swap Contract in respect of a transaction
entered into between a Loan Party and such Person that were Secured Hedging
Obligations prior to such Person ceasing to be a Lender or Affiliate of a Lender
will continue to be Secured Hedging Obligations and (ii) Obligations under a
Swap Contract in respect of a transaction between a Loan Party and such Person
entered into after such Person ceased to be a Lender or Affiliate of a Lender
will be Secured Hedging Obligations only if, at the time such transaction is
entered into, such Person is a Hedging Party and has executed an Intercreditor
Agreement Supplement as provided herein.  The execution and delivery
of any Intercreditor Agreement Supplement by the Collateral Agent and a Hedging
Party shall not require the consent of any other party hereunder.  The
rights and obligations of each party hereunder shall remain in full force and
effect notwithstanding the addition of any new Secured Hedging Party as a party
to this Agreement.
  2.02  Secured
Swap Transactions.Each Secured Hedging
Party or the Borrower shall promptly deliver to the Collateral Agent (a) copies
of each Master Agreement giving rise to Secured Hedging Obligations (and any
material amendment or modification thereof or any termination thereof) and (b)
if and to the extent requested by the Collateral Agent, copies of each
confirmation thereunder.
  
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 2.03Acts of Secured Hedging
Parties.  Any  request, demand,
authorization, direction, notice, consent, waiver or other action permitted or
required by this Agreement to be given or taken by any Secured Hedging Party may
be and, at the request of the Collateral Agent, shall be embodied in and
evidenced by one or more instruments reasonably satisfactory in form to the
Collateral Agent and signed by such Secured Hedging Party and, except as
otherwise expressly provided in any such instrument, any such action shall
become effective when such instrument or instruments shall have been delivered
to the Collateral Agent.  The instrument or instruments evidencing any
action (and the action embodied therein and evidenced thereby) are sometimes
referred to herein as an “Act” of the Secured Hedging Party
signing such instrument or instruments.  The Collateral Agent shall be
entitled to rely absolutely upon an Act of any Secured Hedging Party if such Act
purports to be taken by or on behalf of such Secured Hedging Party, and nothing
in thisSection 2.03or elsewhere in this
Agreement shall be construed to require any Secured Hedging Party to demonstrate
that it has been authorized to take any action which it purports to be taking,
the Collateral Agent being entitled to rely conclusively, and being fully
protected in so relying, on any Act of such Secured Hedging
Party.
  2.04  Determination
of Amounts of Secured Hedging Obligations.(a)Whenever the Collateral
Agent is required to determine the existence or amount of any of the Secured
Hedging Obligations or any other amount or any portion thereof for any purposes
of this Agreement or any Support Document, it shall be entitled to make such
determination on the basis of one or more certificates of any applicable Secured
Hedging Party; provided that if,
notwithstanding the written request of the Collateral Agent, any applicable
Secured Hedging Party shall fail or refuse promptly to certify as to the
existence or amount of any Secured Hedging Obligations or any portion thereof
within the time specified in such request (which shall allow a period of time
that is reasonable under the circumstances, but in no event less than 48 hours),
the Collateral Agent shall be entitled to determine such existence or amount by
reliance upon a certificate of the Borrower or upon the most recent available
information provided to the Collateral Agent by the Secured Parties; provided further that
the Collateral Agent shall correct any error that any Secured Hedging Party
brings to the attention of the Collateral Agent.  The Collateral Agent
may rely conclusively, and shall be fully protected in so relying, on any
determination made by it in accordance with the provisions of the preceding
sentence (or as otherwise directed by a court of competent jurisdiction) and
shall have no liability to the Borrower, any other Loan Party or any Secured
Party or any other Person as a result of any action taken by the Collateral
Agent based upon such determination prior to receipt of notice of any error in
such determination.
  (b)  If any
Secured Party receives any amount pursuant to a distribution by the Collateral
Agent under any Support Document in excess of the amount it was entitled to
receive thereunder as a result of a demonstrable error in the determination of
the amount of the Obligations, then such Secured Party agrees to pay such excess
to the Collateral Agent for application in accordance with such Support Document
as soon as practicable after the existence of such error shall have been
determined.  All distributions made by the Collateral Agent pursuant
to any Support Document shall be (subject to the preceding sentence and to any
decree of any court of competent jurisdiction) final, and
  
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 the
Collateral Agent shall have no duty to inquire as to the application by any
Secured Party of any amounts distributed to them.
  2.05  Restrictions
on Actions.Each Secured Party
agrees that, unless and until this Agreement is terminated as provided herein,
and so long as any Secured Hedge Agreement is in effect, the provisions of this
Agreement shall provide the exclusive method by which any Secured Party may
exercise, or direct the exercise of, rights and remedies under the Support
Documents.  Therefore, each Secured Party shall, for the mutual
benefit of all Secured Parties, except as permitted under this Agreement,
refrain from taking or filing any action, judicial or otherwise, to enforce any
rights or pursue any remedies under the Support Documents, except for delivering
notices hereunder; provided that the
foregoing shall not prevent (a) any Secured Party from imposing a default
rate of interest in accordance with the applicable Secured Instrument,
(b) the Collateral Agent from exercising any right or remedy or taking any
other action on behalf of the Secured Parties that it is permitted or authorized
to exercise or take, (c) a Secured Party from exercising its rights and
remedies as a general creditor in accordance with the applicable Secured
Instrument and applicable law, including the right to commence legal proceedings
to collect any Obligations due and payable to such Secured Party and remaining
unpaid, to accelerate the maturity of any Obligations, to commence legal
proceedings to enforce any Secured Instrument and obtain a judgment and to
enforce such judgment, in each case to the same extent as if such Secured Party
were an unsecured creditor (but subject to the applicable provisions of this
Agreement) or (d) any Secured Hedging Party from exercising its rights and
remedies as a general creditor in accordance with the Guaranty, insofar as the
Guaranty guarantees the Obligations owing to such Secured Credit Party under its
Secured Hedge Agreement, including exercising rights thereunder of the type
described in (c) above (but any
proceeds realized by any Secured Hedging Party from any such exercise of
remedies under the Subsidiary Guaranty shall be applied in accordance with Section 8.03 of the
Credit Agreement).
  2.06  Actions
Under Support Documents.(a)The Collateral Agent shall
not be obligated to take any action under this Agreement or any Support
Documents except for the performance of such duties as are specifically set
forth herein or therein.
  (b)  Subject
to the provisions of Article III and
Article IV, the
Collateral Agent acting on behalf of the Secured Parties shall take any action
under or with respect to the Support Documents that is in accordance with
instructions that the Collateral Agent has received from the Required Secured
Parties and that is not inconsistent with or contrary to the provisions of this
Agreement, the Credit Agreement or the Support Documents.
  (c)  The
Collateral Agent may not exercise any remedy involving the acceptance of
Collateral in full or partial satisfaction of any Obligation, to the extent
available in any applicable jurisdiction, except with the consent of each
Secured Party affected thereby.
  
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 (d) This Section shall not be construed
to apply to amendments, modifications or waivers of the Credit Agreement or any
Support Document, which shall be subject to Article IV.
 
 2.07  Release
of Collateral and Guarantees.Each Secured Hedging
Party acknowledges and agrees to the matters set forth in Section 9.10 of
the Credit Agreement, as though named therein as a Lender.  Each
Secured Party also acknowledges and agrees that, for purposes of clause (a)
of Section 9.10 of
the Credit Agreement, a Letter of Credit shall be deemed terminated if the L/C
Issuer in respect thereof agrees that such Letter of Credit shall cease to
constitute a “Letter of Credit” entitled to the benefits of the Support
Documents (whether by reason of the deposit of cash collateral, receipt of a
back-up letter of credit, or otherwise).
 
 2.08  Additional
Collateral.Each of the Secured
Parties hereby covenants and agrees that it (a) will not accept any
Guarantee of any of the Obligations by the Borrower or any Restricted Subsidiary
unless such Person’s Guarantee is provided pursuant to the Guaranty or otherwise
Guarantees the payment of all the Obligations on a pari passu basis and
(b) will not take any security interest in or Lien on or assignment of any
assets of the Borrower or any Restricted Subsidiary thereof to secure any of the
Obligations unless such security interest or Lien or assignment is granted to
the Collateral Agent on behalf of the Secured Parties to secure the payment of
all the Obligations on a pari passu basis pursuant
to a Collateral Document; provided that the
foregoing shall not be construed to prohibit any Letter of Credit supporting any
of the Obligations.
  ARTICLE
III.
 THE
COLLATERAL AGENT
 
 3.01  Appointment;
Rights and Duties.The Collateral Agent is
acting as agent for the Secured Parties, including the Secured Hedging
Parties.  Accordingly, each Secured Hedging Party acknowledges and
agrees to the matters set forth in Article IX of
the Credit Agreement relating to the Collateral Agent, including its
appointment, authorization, powers and duties, its rights to delegate the same,
and all exculpatory provisions therein (including limitations on its liability),
and the provisions thereof shall be binding upon the Secured Hedging Parties,
mutatis mutandis; provided that the
Secured Hedging Parties shall not be entitled (other than in their capacity as a
Lender, if applicable) to participate in the appointment of a successor
Collateral Agent pursuant to Section 9.06 of
the Credit Agreement.
 
 3.02  Participation
in Indemnity.Each Secured Hedging
Party agrees that, in the event that the Collateral Agent (or any if its
Agent-Related Persons) is entitled to be indemnified or reimbursed under Section 9.11 of
the Credit Agreement, such Secured Hedging Party shall, if requested by the
Collateral Agent, participate in such indemnity or reimbursement, pro rata (as
though the amount of its Secured Hedging Obligations were Loans); provided that the
Secured Hedging Parties will be required to participate in any such indemnity or
reimbursement only to the extent amounts being indemnified or reimbursed arise
out of or relate to the Support Documents, the Collateral or any actions or
activities related thereto.
  
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  ARTICLE
IV.  VOTING
  Any
amendment, modification or waiver of any provision of this Agreement, the Credit
Agreement or any Support Document shall be subject to the provisions of this
Article.
  4.01  Amendments
and Waivers under this Agreement.Neither this Agreement,
nor any provision hereof, may be waived, amended or modified, except pursuant to
an agreement or agreements in writing entered into by the Collateral Agent (it
being understood that the Collateral Agent is not required to agree to any such
waiver, amendment or modification without the consent of the Required Lenders)
and each Secured Hedging Party that has a Secured Hedge Agreement in effect at
the time; provided
that:
  (a) no
such agreement shall affect the Borrower’s rights hereunder without the prior
written consent of the Borrower;
  (b) any
party hereto may waive any of its rights hereunder without the agreement or
consent of any other party hereto, but such waiver shall not be effective to
waive any other party’s rights hereunder;
  (c) any
such amendment or modification that by its terms does not affect any rights or
obligations hereunder of any Secured Hedging Party in respect of any Secured
Hedge Agreement in effect at the time, may be effected by agreement of the
Borrower and the Collateral Agent without the consent or approval of any Secured
Hedging Party; and
  (d) any
such agreement that by its terms affects the rights or obligations of one or
more specific Secured Hedging Parties may be effected by agreement of the
Collateral Agent and such Secured Hedging Party or Secured Hedging Parties,
without the consent or agreement of other Secured Hedging Parties (but subject
to clause (a) above, if the
Borrower’s rights hereunder are affected).
  4.02  Amendments
and Waivers under the Credit Agreement and the Support Documents.The Secured
Parties agree that:
  (a) the
right to direct the exercise of remedies under any of the Support Documents
shall be based upon the instructions of the Required Secured Parties (as opposed
to the Required Lenders); provided that this
clause shall not be construed to limit the authority of the Collateral Agent to
exercise such remedies in the absence of instructions from the Required Secured
Parties, if it determines in its discretion to do so and it has not received
instructions to the contrary from the Required Secured Parties;
  (b) any
amendment, modification or waiver of any provision of any Loan Document relating
to maintenance of insurance shall require the consent of the Required Secured
Parties; and
  
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 (c) any
amendment, modification or waiver of the Credit Agreement that would permit the
aggregate principal amount of credit facilities thereunder to exceed the Maximum
Credit Agreement Obligations shall require the consent of the Required Secured
Parties; provided that any
increase, imposition, deferral or capitalization of fees or interest under the
Credit Agreement shall not be construed as an increase in the aggregate
principal amount of the credit facilities thereunder for purposes
hereof.
  Except as
expressly provided above in this Section 4.02, the
provisions of this Agreement shall not be construed to restrict any amendment,
modification or waiver of any provision of the Credit Agreement or any Support
Document, or any action under the Credit Agreement or any Support
Document.
  ARTICLE
IV.
 MISCELLANEOUS
  5.01  Notices.All communications and
notices hereunder shall (except as otherwise expressly permitted herein) be in
writing and given as provided on Schedule II hereto or
in Section 10.02 of
the Credit Agreement, as applicable.  All communications and notices
to any Secured Hedging Party shall be mailed, faxed or delivered as set forth in
the Credit Agreement or in the applicable Intercreditor Agreement Supplement, or
at such other address as may be designated by such Secured Hedging Party in a
written notice to the Borrower and the Collateral Agent.
  5.02  Counterparts.This Agreement may be
executed in two or more counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract, and shall become
effective as provided in Section 5.03.  Delivery
of an executed signature page to this Agreement by facsimile (or any other means
of electronic transmission) shall be effective as delivery of a manually
executed counterpart of this Agreement.
  5.03  Binding
Effect; Assignment.This Agreement shall
become effective as to any party when a counterpart hereof executed on behalf of
such party shall have been delivered to the Collateral Agent and a counterpart
hereof shall have been executed on behalf of the Collateral Agent, and
thereafter shall be binding upon such party and the Collateral Agent and their
respective permitted successors and assigns, and shall inure to the benefit of
such party and the Collateral Agent and their respective successors and assigns,
subject to the proviso to Section 5.08.
  5.04  Severability.Any provision of this
Agreement held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a
particular provision in a particular jurisdiction shall not invalidate such
provision in any other jurisdiction.  The parties shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of
  
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 which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.
  5.05  Governing Law; Jurisdiction;
Consent to Service of Process.
 
 (a)This Agreement
shall be construed in accordance with and governed by the law of the State of
New York.
  (b)  Each
party hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the Supreme Court of the State of
New York sitting in New York City and of the United States District Court of the
Southern District of New York, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to this Agreement, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York
State or, to the extent permitted by law, in such Federal court.  Each
of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.
  (c)  Each of
the parties hereby irrevocably and unconditionally waives, to the fullest extent
it may legally and effectively do so, any objection which it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Agreement in any court referred to in paragraph (b)
of this Section 5.05.  Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.
  (d)  Each
party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 5.01.  Nothing
in this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.
  5.06  WAIVER OF
JURY TRIAL.EACH PARTY TO THIS
AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR
ANY OF THEM WITH RESPECT TO THIS AGREEMENT, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND
EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY
PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 5.06
WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO
THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.  EACH PARTY
HERETO
  
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 HEREBY
FURTHER (A) IRREVOCABLY WAIVE, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY
RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY “SPECIAL
DAMAGES,” AS DEFINED BELOW, (B) CERTIFY THAT NO PARTY HERETO NOR ANY
REPRESENTATIVE OR AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (C) ACKNOWLEDGE THAT IT
HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, AND THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
CONTAINED IN THIS SECTION.  AS USED IN THIS SECTION, “SPECIAL DAMAGES”
INCLUDES ALL SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (REGARDLESS
OF HOW NAMED), BUT DOES NOT INCLUDE ANY PAYMENTS OR FUNDS WHICH ANY PARTY HERETO
HAS EXPRESSLY PROMISED TO PAY OR DELIVER TO ANY OTHER PARTY HERETO.
  5.07  Headings.Article and Section
headings and the Table of Contents used herein are for convenience of reference
only, are not part of this Agreement and are not to affect the construction of,
or to be taken into consideration in interpreting, this Agreement.
  5.08  Successors
and Assigns.Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the permitted successors and assigns of such party; and all
covenants, promises and agreements by or on behalf of the Borrower, any Secured
Hedging Party or the Collateral Agent that are contained in this Agreement shall
bind and inure to the benefit of their respective successors and assigns; provided that any
assignment by any Secured Hedging Party of its rights under any Secured Hedge
Agreement to a Person that is not a Secured Hedging Party at the time (unless
such Person is a Hedging Party that executes an Intercreditor Agreement
Supplement at the time of the assignment) shall result in such Secured Hedge
Agreement ceasing to be a Secured Hedge Agreement.  A Secured Hedging
Party shall notify the Borrower and the Collateral Agent of any assignment by it
of any Secured Hedge Agreement.
  5.09  Termination.This Agreement shall
terminate when all the Liens and security interests under the Support Documents
have been released and terminated as provided in Section 2.07;
provided that
this Agreement shall continue to be effective or be reinstated, as the case may
be, if any payment that gave rise to such termination is rescinded or must
otherwise be restored by any applicable Secured Party upon the bankruptcy or
reorganization of any Loan Party.
  
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 IN WITNESS WHEREOF, the parties hereto
have duly executed this Agreement as of the day and year first above
written.
  
  TARGA RESOURCES PARTNERS
LP
  
  By:           Targa
Resources GP LLC, its sole
  general partner
  
  By:   _________________________________
  Howard M. Tate
  Vice President – Finance
and
  Assistant Treasurer
  
  
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  J. ARON & COMPANY, as a
Secured
  Hedging Party
  
  By: _______________________________
  Name:
  Title:
  
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 BANK OF AMERICA, N.A., as
Collateral
  Agent
  
  
  By: _____________________________
  Name:
  Title:
  
  
  
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 SCHEDULE
I
  
  SECURED
HEDGING PARTIES
  J. Aron
& Company
  
  
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 SCHEDULE
II
  NOTICES
  J. Aron
& Company
  85 Broad
Street
  New York,
New York  10004
  
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 Annex
A
 to the
Intercreditor Agreement
 
 SUPPLEMENT
dated as of [●], to the Intercreditor Agreement dated as of February 14, 2007,
among TARGA RESOURCES PARTNERS LP (the “Borrower”), the Secured
Hedging Parties identified therein and BANK OF AMERICA, N.A., as Collateral
Agent.
  A.Reference
is made to the Credit Agreement dated as of February 14, 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 Bank of America, N.A.,
as Administrative Agent, Swing Line Lender, and L/C Issuer.
  B.Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement and the Intercreditor Agreement
referred to therein.
  C.Section 2.01 of
the Intercreditor Agreement provides that a Hedging Party may become a Secured
Hedging Party under the Intercreditor Agreement by execution and delivery of an
instrument in the form of this Supplement.  The undersigned Hedging
Party (the “New Secured Hedging
Party”) is executing this Supplement to become a Secured Hedging Party
under the Intercreditor Agreement.
  Accordingly,
the Collateral Agent and the New Secured Hedging Party agree as
follows:
  SECTION
1.In accordance with Section 2.01 of
the Intercreditor Agreement, the New Secured Hedging Party by its signature
below becomes a Secured Hedging Party with the same force and effect as if
originally named therein as a Secured Hedging Party and the New Secured Hedging
Party hereby agrees to all the terms and provisions of the Intercreditor
Agreement applicable to it as a Secured Hedging Party
thereunder.  Each reference to a “Secured Hedging Party” in the
Intercreditor Agreement shall be deemed to include the New Secured Hedging
Party.  The Intercreditor Agreement is hereby incorporated herein by
reference.
  SECTION
2.This Supplement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. This Supplement shall become effective when the Collateral
Agent shall have received a counterpart of this Supplement that bears the
signature of the New Secured Hedging Party and the Collateral Agent has executed
a counterpart hereof.  Delivery of an executed signature page to this
Supplement by facsimile transmission or any other means of electronic
transmission shall be as effective as delivery of a manually signed counterpart
of this Supplement.
  SECTION
3.Except as expressly supplemented hereby, the Intercreditor
Agreement shall remain in full force and effect.
  SECTION
4.  THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
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 SECTION
5.In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and in the Intercreditor Agreement shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the
validity of such provision in any other jurisdiction). The parties hereto shall
endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.
  SECTION
6.The New Secured Hedging Party’s initial address for
communications and notices under the Intercreditor Agreement is set forth on
Schedule I hereto.
  IN
WITNESS WHEREOF, the New Secured Hedging Party and the Collateral Agent have
duly executed this Supplement to the Intercreditor Agreement as of the day and
year first above written.
    [NAME OF NEW
      SECURED HEDGING PARTY],byName:Title:BANK OF
      AMERICA, N.A., as Collateral AgentbyName:Title:
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  New
      Secured Hedging Party
                                    Address