TARGA RESOURCES PARTNERS
LP
INDEMNIFICATION
AGREEMENT
THIS AGREEMENT
(this “Agreement”) is effective February ___, 2007,
between Targa Resources Partners LP, a Delaware limited partnership
(the “MLP”), Targa Resources GP LLC, a Delaware limited
liability company (the “Company”), and the undersigned
director or officer of the Company
(“Indemnitee”).
WHEREAS, the MLP
Partnership Agreement (as defined below) provides for
indemnification of each director and officer of the Company and the
MLP, as well as persons serving in various other capacities, to the
maximum extent permitted by law;
WHEREAS, the
Indemnitee is entitled to indemnification pursuant to the MLP
Partnership Agreement;
WHEREAS, the
Company LLC Agreement (as defined below) provides indemnification
of each director and officer of the Company, as well as persons
serving in other capacities, to the maximum extent authorized by
law;
WHEREAS, the
Indemnitee is entitled to indemnification pursuant to the Company
LLC Agreement;
WHEREAS, in
recognition of Indemnitee’s need for substantial protection
against personal liability in order to enhance Indemnitee’s
continued service to the MLP and the Company in an effective
manner, the MLP and the Company wish to provide in this Agreement
for the indemnification of and the advancing of expenses to
Indemnitee to the fullest extent permitted by law (whether partial
or complete) and as set forth in this Agreement, and, to the extent
insurance is maintained, for the continued coverage of Indemnitee
under the MLP’s and/or the Company’s directors’
and officers’ liability insurance policies;
WHEREAS,
Indemnitee is willing to serve, continue to serve and to take on
additional service for or on behalf of the MLP and/or the Company
on condition that the Indemnitee be so indemnified;
NOW, THEREFORE, in
consideration of the premises and the covenants contained herein,
the MLP, the Company and Indemnitee do hereby covenant and agree as
follows:
1. Definitions. As used in this Agreement:
(a) The
term “Proceeding” shall include any threatened, pending
or completed action, suit, inquiry or proceeding, whether brought
by or in the right of the MLP or the Company or any predecessor,
subsidiary or affiliated company or otherwise and whether of a
civil, criminal, administrative, arbitrative or investigative
nature, in which Indemnitee is or will be involved as a party, as a
witness or otherwise, by reason of the fact that Indemnitee is or
was a director or officer of the MLP or the Company, by reason of
any action taken by him or of any inaction on his part while acting
as a director or officer or by reason of the fact that he is or
was
serving at the
request of the MLP or the Company as a director, officer, trustee,
employee or agent of another corporation, partnership, joint
venture, trust, limited liability company or other enterprise; in
each case whether or not he is acting or serving in any such
capacity at the time any liability or expense is incurred for which
indemnification or reimbursement can be provided under this
Agreement; provided that any such action, suit or proceeding which
is brought by Indemnitee against the MLP or the Company or any
predecessor, subsidiary or affiliated company or directors or
officers of the MLP or the Company or any predecessor, subsidiary
or affiliated company, other than an action brought by Indemnitee
to enforce his rights under this Agreement, shall not be deemed a
Proceeding without prior approval by a majority of the Board of
Directors of the Company.
(b) The
term “Expenses” shall include, without limitation, any
judgments, fines and penalties against Indemnitee in connection
with a Proceeding; amounts paid by Indemnitee in settlement of a
Proceeding; and all attorneys’ fees and disbursements,
accountants’ fees, private investigation fees and
disbursements, retainers, court costs, transcript costs, fees of
experts, fees and expenses of witnesses, travel expenses,
duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees, and all other disbursements, or
expenses, reasonably incurred by or for Indemnitee in connection
with prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness in a Proceeding
or establishing Indemnitee’s right of entitlement to
indemnification for any of the foregoing.
(c) References
to Indemnitee’s being or acting as “a director or
officer of the MLP or the Company” or “serving at the
request of the MLP or the Company as a director, officer, trustee,
employee or agent of another corporation, partnership, joint
venture, trust, limited liability company or other
enterprise” shall include in each case service to or actions
taken while and as a result of being a director, officer, trustee,
employee or agent of any predecessor, subsidiary or affiliated
company of the MLP or the Company.
(d) References
to “other enterprise” shall include employee benefit
plans; references to “fines” shall include any excise
tax assessed with respect to any employee benefit plan; references
to “serving at the request of the MLP or the Company”
shall include any service as a director, officer, employee or agent
of the MLP or the Company which imposes duties on, or involves
services by, such director, officer, trustee, employee or agent
with respect to an employee benefit plan, its participants or
beneficiaries.
(e) The
term “substantiating documentation” shall mean copies
of bills or invoices for costs incurred by or for Indemnitee, or
copies of court or agency orders or decrees or settlement
agreements, as the case may be, accompanied by a sworn statement
from Indemnitee that such bills, invoices, court or agency orders
or decrees or settlement agreements, represent costs or liabilities
meeting the definition of “Expenses” herein.
(f) The
terms “he” and “his” have been used for
convenience and mean “she” and “her” if
Indemnitee is a female.
(g) The
term “MLP Partnership Agreement” means the Amended and
Restated Agreement of Limited Partnership of the MLP, dated as of
February ___, 2007, as amended or restated from time to
time.
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(h) The
term “Company LLC Agreement” means the Limited
Liability Company Agreement of the Company, dated as of
October 23, 2006, as amended or restated from time to
time.
(i) The
term “LLC Statute” means the Delaware Limited Liability
Company Act.
(j) The
term “Partnership Statute” means the Delaware Revised
Uniform Limited Partnership Act.
(k) The
term “Board of Directors” means the Board of Directors
of the Company.
2. Indemnity of Indemnitee. Each of the MLP and the
Company hereby agrees (subject to the provisions of Section 5
below) to hold harmless and indemnify Indemnitee against Expenses
to the fullest extent authorized or permitted by law (including the
applicable provisions of the Partnership Statute and the LLC
Statute). The phrase “to the fullest extent permitted by
law” shall include, but not be limited to (a) to the
fullest extent permitted by any provision of the Partnership
Statute and the LLC Statute that authorizes or permits additional
indemnification by agreement, or the corresponding provision of any
amendment to or replacement of the Partnership Statute and the LLC
Statute and (b) to the fullest extent authorized or permitted
by any amendments to or replacements of the Partnership Statute and
the LLC Statute adopted after the date of this Agreement that
increase the extent to which an entity may indemnify its officers
and directors. Any amendment, alteration or repeal of the
Partnership Statute and the LLC Statute that adversely affects any
right of Indemnitee shall be prospective only and shall not limit
or eliminate any such right with respect to any Proceeding
involving any occurrence or alleged occurrence of any action or
omission to act that took place prior to such amendment or
repeal.
3. Additional Indemnity. Each of the MLP and the
Company hereby further agrees (subject to the provisions of
Section 5 below) to hold harmless and indemnify Indemnitee
against Expenses incurred by reason of the fact that Indemnitee is
or was a director or officer of the MLP or the Company, or is or
was serving at the request of the MLP or the Company as a director,
officer, trustee, employee or agent of another corporation,
partnership, joint venture, trust, limited liability company or
other enterprise, including, without limitation, any predecessor,
subsidiary or affiliated entity of the MLP or the Company,
provided that the Indemnitee shall not be indemnified and
held harmless if there has been a final and non-appealable judgment
entered by a court of competent jurisdiction determining that, in
respect of the matter for which the Indemnitee is seeking
indemnification pursuant to this Agreement, the Indemnitee acted in
bad faith or engaged in fraud or willful misconduct or, in the case
of a criminal matter, acted with knowledge that the
Indemnitee’s conduct was unlawful. The termination of any
Proceeding by judgment, order of the court, settlement, conviction
or upon a plea of nolo contendere, or its equivalent, shall not, of
itself, create a presumption that Indemnitee acted in bad faith or
engaged in fraud or willful misconduct or, in the case of a
criminal matter, acted with knowledge that the Indemnitee’s
conduct was unlawful.
4. Contribution. If the indemnification provided under
Section 2 is unavailable by reason of a court decision, based
on grounds other than any of those set forth in Section 5
below,
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then, in
respect of any Proceeding in which the MLP or the Company is
jointly liable with Indemnitee (or would be if joined in such
Proceeding), th
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