Exhibit 10.1
Targa Resources Partners LP
and
Targa Resources Partners Finance Corporation
$250,000,000
8 1 / 4 % Senior Notes Due 2016
PURCHASE AGREEMENT
June 12, 2008
DEUTSCHE
BANK SECURITIES INC.
As representative of the
several Initial Purchasers listed
in Schedule 1 hereto
60 Wall
Street
New York, New York 10005
Ladies
and Gentlemen:
Targa
Resources Partners LP, a limited partnership organized under the
laws of Delaware (the “ Partnership ”), along
with Targa Resources Partners Finance Corporation (the “
Finance Co ” and, together with the Partnership, the
“ Issuers ”) hereby confirm their agreement with
the several Initial Purchasers listed in Schedule 1 hereto
(the “ Initial Purchasers ”), for whom Deutsche
Bank Securities Inc. is acting as representative, as set forth
below.
Targa
Resources GP LLC, a Delaware limited liability company (the “
General Partner ”) owns a 2% general partnership
interest in the Partnership. The Partnership is the sole member of
Targa Resources Operating GP LLC, a Delaware limited liability
company (the “ Operating GP ”). The Operating GP
owns a 0.001% general partnership interest and the Partnership owns
a 99.999% limited partnership interest in Targa Resources Operating
LP, a Delaware limited partnership (the “ Operating
Partnership ”). Targa North Texas GP LLC, a Delaware
limited liability company (“ Targa North Texas GP
”), is a subsidiary of the Operating Partnership. Targa North
Texas GP owns a 50% general partnership interest and the Operating
Partnership owns a 50% limited partnership interest in Targa North
Texas LP, a Delaware limited partnership (“ Targa North
Texas ”). Targa North Texas is the sole member of Targa
Intrastate Pipeline LLC, a Delaware limited liability company
(“ Targa Intrastate ”). Targa North Texas GP is
the sole member of Targa Resources Texas GP LLC, a Delaware limited
liability company (“ Targa Resources Texas GP
”). Targa North Texas GP owns a 99% limited partnership
interest and Targa Resources Texas GP owns a 1% general partnership
interest in Targa Texas Field Services LP, a Delaware limited
partnership (“ Targa Texas Field Services ”).
Targa North Texas GP is the sole member of Targa Louisiana Field
Services LLC, a Delaware limited liability company
(“Targa Louisiana Field Services ”) and Targa
Louisiana Field Services is the sole member of Targa Louisiana
Intrastate LLC, a Delaware limited liability company.
Section 1.
The Securities . Subject to the terms and conditions herein
contained, the Issuers propose to issue and sell to the Initial
Purchasers $250,000,000 aggregate principal amount of their 8
1 / 4 % Senior Notes due 2016 (the “
Notes ”), which will be unconditionally guaranteed on
a senior basis as to principal, premium, if any, and interest (the
“ Guarantees ”) by the subsidiaries of the
Partnership named in Schedule 2 hereto (each
individually, a “ Guarantor ” and collectively,
the “ Guarantors ”). The Notes are to be issued
under an indenture (the “ Indenture ”) to be
dated as of June 18, 2008, by and among the Issuers, the
Guarantors and U.S. Bank National Association, as Trustee (the
“ Trustee ”).
The
Notes will be offered and sold to the Initial Purchasers without
being registered under the Securities Act of 1933, as amended (the
“ Act ”), in reliance on exemptions
therefrom.
In
connection with the sale of the Notes, the Issuers have prepared a
preliminary offering memorandum dated June 6, 2008 (the
“ Preliminary Memorandum ”) setting forth or
including a description of the terms of the Notes, the terms of the
offering of the Notes, a description of the Partnership and any
material developments relating to the Partnership after the date of
the most recent historical financial statements included therein.
As used herein, “ Pricing Disclosure Package ”
shall mean the Preliminary Memorandum, as supplemented or amended
by the written communications listed on Annex A hereto in
the most recent form that has been prepared and delivered by the
Issuers to the Initial Purchasers in connection with their
solicitation of offers to purchase Notes prior to the time when
sales of the Notes were first made (the “ Time of
Execution ”). Promptly after the Time of Execution and in
any event no later than the second Business Day following the Time
of Execution, the Issuers will prepare and deliver to each Initial
Purchaser a final offering memorandum (the “ Final
Memorandum ”), which will consist of the Preliminary
Memorandum with such changes therein as are required to reflect the
information contained in the amendments or supplements listed on
Annex A hereto. The Issuers hereby confirm that each of the
Issuers has authorized the use of the Pricing Disclosure Package,
the Final Memorandum and the Recorded Road Show (defined below) in
connection with the offer and sale of the Notes by the Initial
Purchasers.
The
Initial Purchasers and their direct and indirect transferees of the
Notes will be entitled to the benefits of the Registration Rights
Agreement, substantially in the form attached hereto as
Exhibit A (the “ Registration Rights
Agreement ”), pursuant to which the Issuers and the
Guarantors will agree, among other things, to file a registration
statement (the “ Registration Statement ”) with
the Securities and Exchange Commission (the “
Commission ”) registering the Notes or the Exchange
Notes (as defined in the Registration Rights Agreement) under the
Act, unless (i) the Notes are freely transferable without
volume restrictions by holders that are not affiliates of the
Issuers in accordance with Rule 144 (or any similar provision
then in effect), (ii) the Notes do not bear a restrictive
legend or (iii) the Notes do not bear a restricted CUSIP
number as of the 366 th day after the
Closing Date (as defined in Section 3 below).
Section 2.
Representations and Warranties . As of the Time of Execution
and at the Closing Date (as defined in Section 3 below), the
Issuers and the Guarantors jointly and
severally represent and warrant to and agree with each of the
Initial Purchasers as follows (references in this Section 2 to
the “ Offering Memorandum ” are to (i) the
Pricing Disclosure Package in the case of representations and
warranties made as of the Time of Execution and (ii) both the
Pricing Disclosure Package and the Final Memorandum in the case of
representations and warranties made at the Closing Date):
(a) The Preliminary Memorandum, on
the date thereof, did not contain any untrue statement of a
material fact or omit to state any material fact necessary to make
the statements therein, in the light of the circumstances under
which they were made, not misleading. At the Time of Execution, the
Pricing Disclosure Package did not, and on the Closing Date (as
defined in Section 3 below), will not, and the Final
Memorandum as of its date and on the Closing Date will not contain
any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not
misleading; provided , however , that the Issuers and
the Guarantors make no representation or warranty as to the
information contained in or omitted from the Pricing Disclosure
Package and Final Memorandum, in reliance upon and in conformity
with information furnished in writing to the Partnership by or on
behalf of the Initial Purchasers through Deutsche Bank Securities
Inc. specifically for inclusion therein. The Issuers and the
Guarantors have not distributed or referred to and will not
distribute or refer to any written communications (as defined in
Rule 405 of the Act) that constitutes an offer to sell or
solicitation of an offer to buy the Notes (each such communication
by the Issuers and the Guarantors or each of their agents and
representatives (other than the Pricing Disclosure Package and
Final Memorandum) an “ Issuer Written Communication
”) other than the Pricing Disclosure Package, the Final
Memorandum and the recorded electronic road show made available to
investors (the “ Recorded Road Show ”). Any
information in an Issuer Written Communication that is not
otherwise included in the Pricing Disclosure Package and the Final
Memorandum does not conflict with the Pricing Disclosure Package or
the Final Memorandum and, each Issuer Written Communication, when
taken together with the Pricing Disclosure Package does not at the
Time of Execution and when taken together with the Final Memorandum
at the Closing Date will not, contain any untrue statement of a
material fact or omit to state any material fact necessary in order
to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
(b) The Partnership has been duly
formed and is validly existing in good standing as a limited
partnership under the laws of the State of Delaware, with full
partnership power and authority to own or lease, as the case may
be, and to operate its properties and to conduct its business, in
each case in all material respects as described in the Offering
Memorandum, and is duly registered or qualified to do business as a
foreign limited partnership and is in good standing under the laws
of each jurisdiction which requires such qualification, except
where the failure to be so registered or qualified would not have a
Material Adverse Effect. “ Material Adverse Effect
” shall mean a material adverse effect on (i) the
business or properties, earnings, condition (financial or
otherwise) or prospects, taken as a whole, of the Partnership and
its subsidiaries, considered as one enterprise, whether or not in
the ordinary course of business, or (ii) the ability of each
Issuer and each Guarantor to perform its obligations under the
Notes.
(c) The Finance Co has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of the State of Delaware.
(d) The General Partner has been duly
formed and is validly existing in good standing as a limited
liability company under the laws of the State of Delaware, with
full limited liability company power and authority to own or lease,
as the case may be, and to operate its properties and to conduct
its business, in each case in all material respects as described in
the Offering Memorandum, and to act as general partner of the
Partnership, and is duly registered or qualified to do business as
a foreign limited liability company and is in good standing under
the laws of each jurisdiction which requires such qualification,
except where the failure to be so registered or qualified would not
have a Material Adverse Effect.
(e) The General Partner is the sole
general partner of the Partnership with a 2.0% general partner
interest in the Partnership; such general partner interest has been
duly authorized and validly issued in accordance with the agreement
of limited partnership of the Partnership (as the same may be
amended or restated at or prior to the Closing Date, the “
Partnership Agreement ”); and the General Partner owns
such general partner interest free and clear of all liens,
encumbrances, security interests, charges or claims (“
Liens ”) other than (i) those created by or
arising under the Delaware Revised Uniform Limited Partnership Act
(the “ Delaware LP Act ”) or the Partnership
Agreement, (ii) restrictions on transferability and other
Liens described in the Offering Memorandum, (iii) those
arising under that certain Credit Agreement, dated
February 14, 2007, by and among the Partnership, Bank of
America, N.A., as administrative agent, and other lenders named
therein (as the same will be supplemented, amended or restated at
or prior to the Closing Date and together with the agreements,
exhibits and attachments contemplated or included therein, the
“ Credit Agreement ”) and (iv) those
arising under the Credit Agreement dated October 31, 2005, by
and among Targa Resources, Inc. and the lenders named therein (the
“ Targa Credit Agreement ”).
(f) The Operating GP is the sole
general partner of the Operating Partnership, and has a 0.001%
general partnership interest in the Operating Partnership; such
interest has been duly authorized and validly issued in accordance
with the agreement of limited partnership of the Operating
Partnership (the “ Operating Partnership Agreement
”); and the Operating GP owns such general partner interest
free and clear of all Liens, other than those arising under the
Credit Agreement.
(g) The Partnership owns 100% of the
member interests of the Operating GP; all such member interests
have been duly authorized and validly issued in accordance with the
limited liability company agreement of the Operating GP (as the
same may be amended or restated at or prior to the Closing Date,
the “ Operating GP LLC Agreement ”) and are
fully paid (to the extent required by the Operating GP LLC
Agreement) and nonassessable (except as such nonassessability may
be affected by Sections 18-607 and 18-804 of the Delaware
Limited Liability Company Act (the “ Delaware LLC Act
”)); and the Partnership owns all of such member interests
free and clear of all Liens, other than those arising under the
Credit Agreement.
(h) The Partnership is the sole
limited partner of the Operating Partnership with a 99.999% limited
partner interest in the Operating Partnership; such interest has
been duly authorized and validly issued in accordance with the
Operating Partnership Agreement and is fully paid (to the extent
required under the Operating Partnership Agreement) and
nonassessable (except as such nonassessability may be affected by
Sections 17-607 and 17-804 of the Delaware LP Act); and the
Partnership owns such limited partner interest free and clear of
all Liens, other than those arising under the Credit
Agreement.
(i) The Operating Partnership owns
100% of the member interests in Targa North Texas GP; such member
interests have been duly authorized and validly issued in
accordance with the limited liability company agreement of Targa
North Texas GP (as the same may be amended or restated prior to the
Closing Date, the “ Targa North Texas GP Agreement
”) and are fully paid (to the extent required under the Targa
North Texas GP Agreement) and nonassessable (except as such
nonassessability may be affected by Sections 18-607 and 18-804
of the Delaware LLC Act); and the Operating Partnership owns such
member interests free and clear of all Liens, other than those
arising under the Credit Agreement.
(j) The Operating Partnership is the
sole limited partner of Targa North Texas with a 50% limited
partnership interest in Targa North Texas; such interest has been
duly authorized and validly issued in accordance with the agreement
of limited partnership of Targa North Texas (as the same may be
amended or restated at or prior to the Closing Date, the “
Targa North Texas Partnership Agreement ”) and is
fully paid (to the extent required under the Targa North Texas
Partnership Agreement) and nonassessable (except as such
nonassessability may be affected by Sections 17-607 and 17-804
of the Delaware LP Act); and the Operating Partnership owns such
limited partner interest free and clear of all Liens, other than
those arising under the Credit Agreement.
(k) Targa North Texas GP is the sole
general partner of Targa North Texas with a 50% general partner
interest in Targa North Texas; such general partner interest has
been duly authorized and validly issued in accordance with the
Targa North Texas Partnership Agreement; and Targa North Texas GP
owns such general partner interest free and clear of all Liens,
other than those created by or arising under the Delaware LP Act or
the Targa North Texas Partnership Agreement or arising under the
Credit Agreement.
(l) Targa North Texas owns 100% of
the member interests in Targa Intrastate; such member interests
have been duly authorized and validly issued in accordance with the
limited liability company agreement of Targa Intrastate (as the
same may be amended or restated at or prior to the Closing Date,
the “ Targa Intrastate Agreement ”) and are
fully paid (to the extent required under the Targa Intrastate
Agreement) and nonassessable (except as such nonassessability may
be affected by Sections 18-607 and 18-804 of the Delaware LLC
Act); and Targa North Texas owns such member interests free and
clear of all Liens, other than those arising under the Credit
Agreement.
(m) Targa North Texas GP owns 100% of
the member interests of Targa Resources Texas GP; such member
interests have been duly authorized and validly issued in
accordance with the Targa Resources Texas GP limited liability
company agreement (as the same may be amended or restated at or
prior to the Closing Date, the “ Targa Resources Texas GP
Agreement ”) and are fully paid (to the extent required
by the Targa Resources Texas GP Agreement) and nonassessable
(except as such nonassessability may be affected by
Sections 18-607 and 18-804 of the Delaware LLC Act); and Targa
North Texas GP owns all of such member interests free and clear of
all Liens, other than those arising under the Credit
Agreement.
(n) Targa North Texas GP owns 100% of
the member interests of Targa Louisiana Field Services; all such
member interests have been duly authorized and validly issued in
accordance with the limited liability company agreement of Targa
Louisiana Field Services (as the same may be amended or restated at
or prior to the Closing Date, the “ Targa Louisiana Field
Services Agreement ”) and are fully paid (to the extent
required under the Targa Louisiana Field Services Agreement) and
nonassessable (except as such nonassessability may be affected by
Sections 18-607 and 18-804 of the Delaware LLC Act); and Targa
North Texas GP owns all of such member interests free and clear of
Liens, other than those arising under the Credit Agreement.
(o) Targa Louisiana Field Services
owns 100% of the member interests of Targa Louisiana Intrastate
LLC; such member interests have been duly authorized and validly
issued in accordance with the limited liability company agreement
of Targa Louisiana Intrastate LLC (as the same may be amended or
restated at or prior to the Closing Date, the “ Targa
Louisiana Intrastate LLC Agreement ”) and are fully paid
(to the extent required by the Targa Louisiana Intrastate LLC
Agreement) and nonassessable (except as such nonassessability may
be affected by Sections 18-607 and 18-804 of the Delaware LLC
Act); and Targa Louisiana Field Services owns all of such member
interests free and clear of Liens, other than those arising under
the Credit Agreement.
(p) Targa North Texas GP is the sole
limited partner of Targa Texas Field Services with a 99% limited
partnership interest in Targa Texas Field Services; such interest
has been duly authorized and validly issued in accordance with the
agreement of limited partnership of Targa Texas Field Services (as
the same may be amended or restated at or prior to the Closing
Date, the “ Targa Texas Field Services Partnership
Agreement ”) and is fully paid (to the extent required
under such Texas Field Services Partnership Agreement) and
nonassessable (except as such nonassessability may be affected by
Sections 17-607 and 17-804 of the Delaware LP Act); and Targa
North Texas GP owns such limited partner interest free and clear of
all Liens, other than those arising under the Credit
Agreement.
(q) Targa Resources Texas GP is the
sole general partner of Targa Texas Field Services with a 1%
general partner interest in Targa Texas Field Services; such
general partner interest has been duly authorized and validly
issued in accordance with the Texas Field Services Partnership
Agreement; and Targa Resources Texas GP owns such general partner
interest free and clear of all Liens, other than those created by
or arising under the
Delaware LP Act
or the Texas Field Services Partnership Agreement or arising under
the Credit Agreement.
(r) Each of the subsidiaries of the
Partnership has been duly formed or incorporated and is validly
existing as a limited partnership, limited liability company or
corporation, as applicable, in good standing under the laws of the
State of Delaware, with full corporate, limited partnership or
limited liability company power and authority to own or lease, as
the case may be, and to operate its properties and to conduct its
business, in each case in all material respects as described in the
Offering Memorandum, and is duly registered or qualified to do
business as a foreign limited partnership, limited liability
company or corporation, as applicable, and is in good standing
under the laws of each jurisdiction which requires such
qualification, except where the failure to be so registered or
qualified would not have a Material Adverse Effect.
(s) The authorized, issued and
outstanding equity interests of the Partnership are as set forth in
the Offering Memorandum as of the dates specified therein. All of
the issued equity interests of the Partnership and all of the
issued shares of capital stock of the Finance Co have been duly
authorized and validly issued and are fully paid (to the extent
required in the Partnership Agreement with respect to the
Partnership) and nonassessable (except as such nonassessability may
be affected by Sections 17-607 and 17-804 of the Delaware LP
Act with respect to the Partnership Agreement); and none of the
outstanding equity interests of the Partnership and none of the
outstanding shares of capital stock of the Finance Co were issued
in violation of the preemptive or other similar rights of any
security holder of the Partnership or the Finance Co,
respectively.
(t) Except as otherwise disclosed in
the Offering Memorandum and except with respect to the incentive
distribution rights held by the General Partner, there are no
outstanding (i) securities or obligations of the Partnership
convertible into or exchangeable for any equity interests of the
Partnership, (ii) warrants, rights or options to subscribe for
or purchase from the Partnership any such equity interests or any
such convertible or exchangeable securities or obligations or
(iii) obligations of the Partnership to issue any such equity
interests, any such convertible or exchangeable securities or
obligations, or any such warrants, rights or options.
(u) Each of the Issuers and each
Guarantor has all requisite corporate, partnership or limited
liability company power and authority to execute, deliver and
perform each of its obligations under the Notes, the Exchange Notes
and the Private Exchange Notes (as defined in the Registration
Rights Agreement). The Notes, the Exchange Notes and the Private
Exchange Notes have each been duly authorized by the Issuers and,
when executed by each of the Issuers and authenticated by the
Trustee in accordance with the provisions of the Indenture and, in
the case of the Notes, when delivered to and paid for by the
Initial Purchasers in accordance with the terms of this Agreement,
and, in the case of any Exchange Notes or Private Exchange Notes,
when issued in exchange for the Notes as provided in the
Registration Rights Agreement, will constitute valid and legally
binding obligations of each of the Issuers, entitled to the
benefits of the Indenture, and enforceable against each of the
Issuers in accordance with their terms, except that the enforcement
thereof may be subject to (i) bankruptcy, insolvency,
reorganization,
moratorium or
other similar laws now or hereafter in effect relating to
creditors’ rights generally, and (ii) general principles
of equity and the discretion of the court before which any
proceeding therefor may be brought (collectively, the “
Enforceability Exceptions ”). The Guarantees have been
duly authorized and, upon the due issuance and delivery of the
related Notes and the due endorsement of the Guarantees thereon,
will have been duly executed, endorsed and delivered and will
constitute valid and legally binding obligations of each Guarantor,
and will be entitled to the benefits of the Indenture.
(v) Each of the Issuers and each
Guarantor has all requisite corporate, partnership or limited
liability company power and authority to execute, deliver and
perform each of its obligations under the Indenture. The Indenture
meets the requirements for qualification under the Trust Indenture
Act of 1939, as amended (the “ TIA ”). The
Indenture has been duly authorized by each of the Issuers and
Guarantors and, when executed and delivered by each of the Issuers
and each Guarantor (assuming the due authorization, execution and
delivery by the Trustee), will constitute a valid and legally
binding agreement of each of the Issuers and each Guarantor,
enforceable against each of the Issuers and each Guarantor in
accordance with its terms, except that the enforcement thereof may
be subject to the Enforceability Exceptions.
(w) Each of the Issuers and each
Guarantor has all requisite corporate, partnership or limited
liability company power and authority to execute, deliver and
perform each of its obligations under the Registration Rights
Agreement. The Registration Rights Agreement has been duly
authorized by the Issuers and the Guarantors and, when executed and
delivered by each of the Issuers and each Guarantor (assuming the
due authorization, execution and delivery by the Initial
Purchasers), will constitute a valid and legally binding agreement
of each of the Issuers and each Guarantor, enforceable against each
of the Issuers and each Guarantor in accordance with its terms,
except that (A) the enforcement thereof may be subject to the
Enforceability Exceptions and (B) any rights to indemnity or
contribution thereunder may be limited by federal and state
securities laws and public policy considerations.
(x) Each of the Issuers and each
Guarantor has all requisite corporate, partnership or limited
liability company power and authority to execute, deliver and
perform each of its obligations under this Agreement and to
consummate the transactions contemplated hereby. This Agreement and
the consummation by each of the Issuers and each Guarantor of the
transactions contemplated hereby have been duly authorized by each
of the Issuers and each Guarantor. This Agreement has been duly
executed and delivered by each of the Issuers and each
Guarantor.
(y) No permit, consent, approval,
authorization, order, registration, filing or qualification
(“Permits”) of or with any court or governmental agency
or body having jurisdiction over any of the Issuers or any
Guarantor or any of each of its properties or assets is required
for the issuance and sale by the Issuers of the Notes to the
Initial Purchasers or the consummation by the Issuers of the other
transactions contemplated hereby, except (i) such Permits as
may be required under the Act, the Exchange Act and state
securities or “Blue Sky” laws of any jurisdiction,
(ii) such Permits as have been obtained or will be obtained
prior to the Closing Date, (iii) such Permits that, if not
obtained, could
not,
individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect and (iv) such Permits as are disclosed
in the Offering Memorandum.
(z) Neither of the Issuers nor any
Guarantor is in (i) violation of its partnership agreement,
limited liability company agreement, certificate of formation or
conversion, certificate or articles of incorporation, bylaws or
other constituent document (collectively, the “
Organizational Documents ”), or of any statute, law,
rule or regulation, or any judgment, order, injunction or decree of
any court, governmental agency or body or arbitrator having
jurisdiction over any of the Issuers or Guarantors or any of their
respective properties or assets or, (ii) breach, default (or
an event which, with notice or lapse of time or both, would
constitute such an event) or violation in the performance of any
obligation, agreement or condition contained in any indenture,
mortgage, deed of trust, loan agreement, lease or other agreement
or instrument to which it is a party or by which it or any of its
properties may be bound, which in the case of either (i) or
(ii) would, if continued, have a Material Adverse
Effect.
(aa) None of the execution, delivery
and performance by either of the Issuers or any Guarantor of this
Agreement, the Indenture and the Registration Rights Agreement or
the consummation by either of the Issuers or any Guarantor of the
transactions contemplated hereby and thereby (including, without
limitation, the issuance and sale of the Notes to the Initial
Purchasers) (i) conflicts or will conflict with or constitutes
or will constitute a violation of the Organizational Documents of
either of the Issuers or any Guarantor, (ii) conflicts or will
conflict with or constitutes or will constitute a breach or
violation of, or a default (or an event that, with notice or lapse
of time or both, would constitute such a default) under any
indenture, mortgage, deed of trust, loan agreement, lease or other
agreement or instrument to which either of the Issuers or any
Guarantor is a party or by which any of them or any of their
respective properties may be bound, or (iii) (assuming
compliance with all applicable state securities or “Blue
Sky” laws and assuming the accuracy of the representations
and warranties of the Initial Purchasers in Section 8 hereof)
violates or will violate any statute, judgment, decree, order, rule
or regulation applicable to either of the Issuers or any Guarantor
or any of their respective properties or assets, except for any
such conflict, breach or violation that would not, individually or
in the aggregate, have a Material Adverse Effect.
(bb) The Partnership Agreement has
been duly authorized, executed and delivered by the General
Partner, and is a valid and legally binding agreement of the
General Partner, enforceable against the General Partner in
accordance with its terms.
(cc) The Operating Partnership
Agreement has been duly authorized, executed and delivered by the
Operating GP and the Partnership, and is a valid and legally
binding agreement of the Operating GP and the Partnership,
enforceable against the Operating GP and the Partnership in
accordance with its terms.
(dd) The Operating GP LLC Agreement
has been duly authorized, executed and delivered by the Partnership
and is a valid and legally binding agreement of the Partnership,
enforceable against the Partnership in accordance with its
terms.
(ee) The Targa North Texas GP
Agreement has been duly authorized, executed and delivered by the
Operating Partnership and is a valid and legally binding agreement
of the Operating Partnership, enforceable against the Operating
Partnership in accordance with its terms.
(ff) The Targa North Texas
Partnership Agreement has been duly authorized, executed and
delivered by the Operating Partnership and Targa North Texas GP,
and is a valid and legally binding agreement of the Operating
Partnership and Targa North Texas GP, enforceable against the
Operating Partnership and Targa North Texas GP in accordance with
its terms.
(gg) The Targa Louisiana Field
Services Agreement has been duly authorized, executed and delivered
by Targa North Texas GP and is a valid and legally binding
agreement of Targa North Texas GP, enforceable against Targa North
Texas GP in accordance with its terms.
(hh) The Targa Texas Field Services
Partnership Agreement has been duly authorized, executed and
delivered by Targa North Texas GP and Targa Resources Texas GP, and
is a valid and legally binding agreement of Targa North Texas GP
and Targa Resources Texas GP, enforceable against Targa North Texas
GP and Targa Resources Texas GP in accordance with its terms.
(ii) The audited consolidated
financial statements of the Partnership and its subsidiaries
included in the Offering Memorandum present fairly in all material
respects the financial condition, results of operations and cash
flows of the Partnership and its consolidated subsidiaries as of
the dates and for the periods indicated and have been prepared in
accordance with generally accepted accounting principles applied on
a consistent basis throughout the periods involved (except as
otherwise noted therein). The summary and selected financial,
statistical and operating information in the Offering Memorandum
accurately present in all material respects the information shown
therein and have been prepared on a basis consistent with the
audited financial statements included therein, except as otherwise
stated therein. PricewaterhouseCoopers LLP, which has certified
certain financial statements of the Partnership and its
subsidiaries and delivered its report with respect to the audited
consolidated financial statements and schedules included in the
Pricing Disclosure Package and Final Memorandum (the “
Independent Accountants ”), is an independent public
accounting firm within the meaning of the Act and the rules and
regulations promulgated thereunder.
(jj) Except as set forth or
contemplated in the Offering Memorandum, there is (i) no
action, suit or proceeding before or by any court, arbitrator or
governmental agency, body or official, domestic or foreign, now
pending or, to the knowledge of the Partnership, threatened, to
which any of the Issuers or any Guarantor is or may be a party or
to which the business or property of any of the Issuers or any
Guarantor is or may be subject, (ii) no statute, rule, regulation
or order that has been enacted, adopted or issued by any
governmental agency and (iii) no injunction, restraining order
or order of any nature issued by a federal or state court or
foreign court of competent jurisdiction to which any of the Issuers
or any Guarantor is or may be subject, that, in the case of clauses
(i), (ii)
and
(iii) above, is reasonably expected to (A) individually
or in the aggregate to have a Material Adverse Effect,
(B) prevent the consummation of the issuance or sale of the
Notes to be sold hereunder, or (C) draw into question the
validity of this Agreement.
(kk) Each of the Issuers and the
Guarantors possesses such permits, licenses, approvals, consents
and other authorizations (collectively, “ Governmental
Licenses ”) issued by the appropriate federal, state,
local or foreign regulatory agencies or bodies necessary to conduct
their respective businesses, except where the failure so to possess
would not, singly or in the aggregate, result in a Material Adverse
Effect; each of the Issuers and each Guarantor are in compliance
with the terms and conditions of all such Governmental Licenses,
except where the failure so to comply would not, singly or in the
aggregate, result in a Material Adverse Effect; all of the
Governmental Licenses are valid and in full force and effect,
except when the invalidity of such Governmental Licenses or the
failure of such Governmental Licenses to be in full force and
effect would not, singly or in the aggregate, result in a Material
Adverse Effect; and except as described in the Offering Memorandum,
each of the Issuers and each Guarantor have not received any notice
of proceedings relating to the revocation or modification of any
such Governmental Licenses which, singly or in the aggregate, if
the subject of an unfavorable decision, ruling or finding, would
result in a Material Adverse Effect.
(ll) Since the date of the most
recent financial statements appearing in the Offering Memorandum
and except as set forth or contemplated in the Offering Memorandum,
(i) none of the Issuers or the Guarantors has incurred any
liabilities or obligations, direct or contingent, or entered into
or agreed to enter into any transactions or contracts (written or
oral) not in the ordinary course of business, which liabilities,
obligations, transactions or contracts would, individually or in
the aggregate, be material to the general affairs, management,
business, condition (financial or otherwise), prospects or results
of operations of the Partnership and the Guarantors, taken as a
whole and (ii) the Partnership has not purchased any of its
outstanding equity interests, nor declared, paid or otherwise made
any distribution of any kind on its equity interests (other than
with respect to any of the Partnership’s subsidiaries, the
purchase of, or dividend or distribution on, capital stock or
equity interests owned by the Partnership).
(mm) Except as set forth or
contemplated in the Offering Memorandum, each of the Issuers and
the Guarantors has filed all foreign, federal, state and local tax
returns that are required to be filed or has requested extensions
thereof, except in any case in which the failure so to file,
individually or in the aggregate, would not have a Material Adverse
Effect, and has paid all taxes required to be paid by it and any
other assessment, fine or penalty levied against it, to the extent
that any of the foregoing is due and payable, except for any such
assessment, fine or penalty that is currently being contested in
good faith or as, individually or in the aggregate, would not have
a Material Adverse Effect.
(nn) Each of the Issuers and the
Guarantors is not now nor after giving effect to the issuance of
the Notes and the execution, delivery and performance of this
Agreement, the Registration Rights Agreement and the Indenture, and
the consummation of the transactions contemplated thereby or
described in the Offering Memorandum, will be (i) insolvent,
(ii) left with unreasonably small capital with which to engage in
its anticipated
business or
(iii) incurring debts or other obligations beyond its ability
to pay such debts or obligations as they become due.
(oo) Any statistical and
market-related data included in the Offering Memorandum are based
on or derived from sources that each of the Issuers and the
Guarantors believe to be reliable and accurate, and the Issuers
have obtained the written consent to the use of such data from such
sources to the extent required.
(pp) Each of the Issuers and the
Guarantors has good and marketable title to all real property and
good title to all personal property described in the Offering
Memorandum as being owned by it free and clear of all Liens, except
(i) as described, and subject to limitations contained, in the
Offering Memorandum, (ii) Liens that arise under the Credit
Agreement or (iii) to the extent the failure to have such
title or the existence of such Liens would not, individually or in
the aggregate, have a Material Adverse Effect; provided that, with
respect to any real property and buildings held under lease by the
Partnership and the Guarantors, such real property and buildings
are held under valid and subsisting and enforceable leases with
such exceptions as do not materially interfere with the use of the
properties of the Partnership and the Guarantors taken as a whole
as they have been used in the past as described in the Offering
Memorandum and are proposed to be used in the future as described
in the Offering Memorandum.
(qq) The Partnership and the
Guarantors have such easements or rights-of-way (collectively,
“ rights-of-way ”) as are necessary to conduct
their business in the manner described, and subject to the
limitations contained, in the Offering Memorandum, except for
(i) qualifications, reservations and encumbrances that would
not have, individually or in the aggregate, a Material Adverse
Effect, (ii) such rights-of-way that, if not obtained, would
not have, individually or in the aggregate, a Material Adverse
Effect and (iii) rights-of-way held by Affiliates of the
Partnership as nominee for the benefit of the Partnership and the
Guarantors.
(rr) Except for such exceptions that
would not reasonably be expected to result in a Material Adverse
Effect, (i) each of the Issuers and each Guarantor own or
possess, or can acquire or use on reasonable terms, adequate
patents, patents rights, licenses, inventions, copyrights, know-how
(including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures),
trademarks, service marks, trade names or other intellectual
property (collectively, “ Intellectual Property
”) necessary to carry out their respective businesses now or
proposed to be operated by them as described in the Offering
Memorandum, and (ii) each of the Issuers and each Guarantor
have not received any notice and are not otherwise aware of any
infringement of or conflict with asserted rights of others with
respect to any Intellectual Property or of any facts or
circumstances that would render any Intellectual Property invalid
or inadequate to protect any of its interest therein.
(ss) There are no legal or
governmental proceedings pending or, to the knowledge of the
Partnership, threatened or contemplated, against either of the
Issuers or the Guarantors or any of their respective properties or
assets that would be required to be described in a prospectus
pursuant to the Act that are not described in the Offering
Memorandum, nor
are there any agreements, contracts, indentures, leases or other
instruments that would be required to be described in a prospectus
pursuant to the Act that are not described in the Offering
Memorandum.
(tt) The Partnership is in compliance
in all material respects with all applicable provisions of the
Sarbanes Oxley Act of 2002 and the rules and regulations
promulgated in connection therewith (the “ Sarbanes Oxley
Act ”).
(uu) Except as would not,
individually or in the aggregate, result in a Material Adverse
Effect: (i) the Partnership and the Guarantors are and, during
the relevant time periods specified in all applicable statutes of
limitation, have been in compliance with applicable Environmental
Laws (as defined below); (ii) the Partnership and the
Guarantors have obtained and are in compliance with all Permits (as
defined below) required of them under applicable Environmental Laws
to conduct the Partnership’s business as presently conducted;
(iii) none of the Partnership or the Guarantors have received
any written notice of an action, suit, demand, claim, hearing,
notice of violation or investigation, or proceeding, which matter
remains unresolved and alleges liability of the Partnership or any
Guarantor under, or violation by the Partnership or any Guarantor
of, any Environmental Law, and to the knowledge of the Partnership,
no facts, circumstances or conditions exist that would reasonably
be expected to result in the receipt of such notice; and
(iv) there are no facts, circumstances or conditions relating
to the conduct of business of the Partnership or any Guarantor or
to any properties or facilities owned, leased or operated by any of
them including, but not limited to, releases of Hazardous Materials
(as defined below) that would reasonably be expected to give rise
to liabilities or obligations under any Environmental Law.
For purposes of
this Agreement: (i) “Environmental Law” means all
federal, state and local laws, rules (including but not limited to
rules of common law), regulations, ordinances, orders, decrees and
other legally-enforceable requirements of any governmental entity
relating to pollution, protection of human health (to the extent
relating to exposure to Hazardous Materials) or the Environment,
including those relating to the generation, storage, treatment,
disposal, transport or release of Hazardous Materials; (ii)
“Hazardous Material” means any (A) “hazardous
substance” as defined in the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended,
(B) any “hazardous waste” as defined in the
Resource Conservation and Recovery Act, as amended, (C) any
petroleum or petroleum product, natural gas, natural gas liquids,
or crude oil or any fraction thereof, (D) any polychlorinated
biphenyl and (E) naturally occurring radioactive materials,
(F) any pollutant or contaminant, chemical, material, waste or
substance in any form regulated under or within the meaning of any
applicable Environmental Law; and (iii) “Permits” means
any permit, authorization, license, variance, and approvals
required under applicable Environmental Law; (iv)
“Environment” means ambient air, indoor air, surface
water, groundwater, drinking water, land surface and subsurface
strata, and natural resources such as wetlands, flora and
fauna.
(vv) There is no strike, labor
dispute, slowdown or work stoppage with the employees of the
Issuers or the Guarantors that is pending or, to the knowledge of
the
Partnership,
threatened that could reasonably be expected, individually or in
the aggregate, to have a Material Adverse Effect.
(ww) No proceedings for the merger,
consolidation, liquidation or dissolution of either of the Issuers
or the Guarantors or the sale of all or a material part of the
assets of either of the Issuers and the Guarantors or any material
acquisition by either of the Issuers or any Guarantor are pending
that would be required by the Securities Act to be disclosed in a
prospectus included in a Registration Statement on Form S-1 under
the Securities Act.
(xx) (i) The Issuers and the
Guarantors have not sustained, since the date of the latest audited
financial statements included in the Offering Memorandum (exclusive
of any amendment or supplement thereto), any loss or interference
with its business or properties from fire, explosion, flood,
accident or other calamity, whether or not covered by insurance, or
from any labor dispute or court or governmental action, order or
decree (whether domestic or foreign) otherwise than as set forth in
the Offering Memorandum (exclusive of any amendment or supplement
thereto) and (ii) since such date, there has not occurred any
change or development, in each case, that could reasonably be
expected, individually or in the aggregate, to have a Material
Adverse Effect.
(yy) Each of the Issuers and the
Guarantors carries or is entitled to the benefits of insurance
relating to their assets, with financially sound and reputable
insurers, in such amounts and covering such risks as is
commercially reasonable, and all such insurance is in full force
and effect. Each of the Issuers and the Guarantors has no reason to
believe that they will not be able (i) to renew their existing
insurance coverage relating to their respective assets as and when
such policies expire or (ii) to obtain comparable coverage
relating to their respective assets from similar institutions as
may be necessary or appropriate to conduct such business as now
conducted and at a cost that would not reasonably be expected to
have a Material Adverse Effect.
(zz) Except as disclosed in the
Offering Memorandum, neither of the Issuers nor any Guarantor is
subject to rate regulation under federal law.
(aaa) Each of the Issuers and each
Guarantor is in compliance in all material respects with all
presently applicable provisions of the Employee Retirement Income
Security Act of 1974, as amended, including the regulations and
published interpretations thereunder (“ ERISA
”); no “reportable event” (as defined in ERISA)
has occurred with respect to any “pension plan” (as
defined in ERISA) for which any Issuer or Guarantor would have any
liability, excluding any reportable event for which a waiver could
apply; none of the Issuers or Guarantors expects to incur liability
under (i) Title IV of ERISA with respect to termination of, or
withdrawal from, any “pension plan” or
(ii) Sections 412 or 4971 of the Internal Revenue Code of
1986, as amended, including the regulations and published
interpretations thereunder (the “ Code ”).
Neither of the Issuers nor any Guarantor maintains a “pension
plan.”
(bbb) The Partnership and the
Guarantors maintain a system of internal accounting controls
sufficient to provide reasonable assurance that
(i) transactions are executed
in accordance
with management’s general or specific authorizations;
(ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally
accepted accounting principles and to maintain asset
accountability; (iii) access to assets is permitted only in
accordance with management’s general or specific
authorization; and (iv) the recorded accountability for assets
is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences. The
Partnership’s and the Guarantors’ internal
controls
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