Common use of 2027 Notes Clause in Contracts

2027 Notes. (1) At any time prior to February 1, 2020, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2027 Notes (including any Additional Notes of such series) issued under this Indenture, upon giving notice as provided in Section 3.03, at a redemption price of 105.375% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date), in an amount not greater than the net cash proceeds of one or more Equity Offerings by Targa Resources Partners; provided that: (i) at least 65% of the aggregate principal amount of 2027 Notes (including any Additional Notes of such series) issued under this Indenture (excluding 2027 Notes held by Targa Resources Partners and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (2) On or after February 1, 2022, the Issuers may redeem all or a part of the 2027 Notes upon giving notice as provided in Section 3.03, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the 2027 Notes redeemed to the applicable Redemption Date, if redeemed during the twelve-month period beginning on February 1 of each year indicated below, subject to the rights of Holders of 2027 Notes on the relevant record date to receive interest on an interest payment date that is on or prior to the Redemption Date: Year Percentage 2022 102.688 % 2023 101.792 % 2024 100.896 % 2025 and thereafter 100.000 % (3) At any time prior to February 1, 2022, the Issuers may also redeem all or a part of the 2027 Notes, upon giving notice as provided in Section 3.03, at a redemption price equal to 100% of the principal amount of 2027 Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages, if any, to the Redemption Date, subject to the rights of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date

2027 Notes. (1) At any time prior to February 1April 15, 2020, the Issuers Issuer may on any one or more occasions redeem up to 3540% of the aggregate principal amount of the 2027 Notes (including any Additional Notes of such series) notes issued under this Indenture, upon giving notice as provided in Section 3.03, the applicable indenture at a redemption price of 105.375% of the principal amount thereof%, plus accrued and unpaid interest and Liquidated Damagesto, if anybut not including, to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date)applicable redemption date, in an amount not greater than with the net cash proceeds of one or more sales of Equity Offerings by Targa Resources PartnersInterests (other than Disqualified Stock) of Issuer or contributions to Issuer’s common equity capital made with the net cash proceeds of one or more sales of Equity Interests (other than Disqualified Stock) of Parent; provided that: (i) : • at least 6550% of the aggregate principal amount of the 2027 Notes (including any Additional Notes of such series) notes issued under this Indenture the applicable indenture (excluding 2027 Notes notes held by Targa Resources Partners Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) and • the redemption occurs within 180 days of the date of the closing of such sale of Equity Offering. (2) Interests by Issuer or the date of contribution to Issuer’s common equity capital made with net cash proceeds of one or more sales of Equity Interests of Parent. On or after February 1April 15, 2022, the Issuers Issuer may redeem all or a part of the 2027 Notes notes upon giving notice as provided in Section 3.03not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the 2027 Notes notes redeemed to to, but, not including, the applicable Redemption Dateredemption date, if redeemed during the twelve-twelve month period beginning on February 1 April 15 of each year the years indicated below, subject to the rights of Holders holders of 2027 Notes notes on the relevant record date to receive interest on an the relevant interest payment date that is on or for periods prior to the Redemption Datesuch redemption date: Year Percentage 2022 102.688 % 2023 101.792 % 2024 100.896 % 2025 and thereafter 100.000 % (3) % At any time prior to February 1April 15, 2022, the Issuers Issuer may also redeem all or a part of the 2027 Notesnotes, upon giving notice as provided in Section 3.03not less than 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of 2027 Notes notes redeemed plus the Applicable Premium for the 2027 notes as of, and accrued and unpaid interest and Liquidated Damagesto, if anybut not including, to the Redemption Datedate of redemption, subject to the rights of Holders holders of 2027 notes on the relevant record date to receive interest due on an the relevant interest payment date that is on or for periods prior to such date of redemption. Unless Issuer defaults in the Redemption Datepayment of the redemption price, interest will cease to accrue on the 2027 notes or portions thereof called for redemption on the redemption date.

2027 Notes. (1) At any time prior to February 1before June 15, 20202027 (the “2027 Par Call Date”), the Issuers Issuer may on any one redeem the 2027 Notes in whole or more occasions redeem up in part at a Redemption Price equal to 35the greater of: (i) 100% of the aggregate principal amount of the 2027 Notes (including any Additional Notes of such series) issued under this Indenture, upon giving notice as provided in Section 3.03, at a redemption price of 105.375% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date), in an amount not greater than the net cash proceeds of one or more Equity Offerings by Targa Resources Partners; provided that: (i) at least 65% of the aggregate principal amount of 2027 Notes (including any Additional Notes of such series) issued under this Indenture (excluding 2027 Notes held by Targa Resources Partners and its Subsidiaries) remains outstanding immediately after the occurrence of such redemptionbeing redeemed; and (ii) the redemption occurs within 180 days sum of the date present values of the closing remaining scheduled payments of such Equity Offering. (2) On or after February 1, 2022, the Issuers may redeem all or a part principal and interest in respect of the 2027 Notes upon giving notice as provided being redeemed that would be due if the 2027 Notes being redeemed matured on the 2027 Par Call Date (exclusive of interest accrued to the Redemption Date and assuming that the maturity date for the 2027 Notes and the last Interest Payment Date in Section 3.03respect thereof is June 15, 2027) discounted to the Redemption Date on a semi-annual basis (assuming 360-day year consisting of twelve 30-day months) at the redemption prices (expressed as percentages of principal amount) set forth below Treasury Rate plus 20 basis points; plus, in each case, accrued and unpaid interest and Liquidated Damagesto, if anybut not including, the Redemption Date. At any time on or after the 2027 Par Call Date, the Issuer may redeem the 2027 Notes redeemed to the applicable Redemption Date, if redeemed during the twelve-month period beginning on February 1 of each year indicated below, subject to the rights of Holders of 2027 Notes on the relevant record date to receive interest on an interest payment date that is on in whole or prior to the Redemption Date: Year Percentage 2022 102.688 % 2023 101.792 % 2024 100.896 % 2025 and thereafter 100.000 % (3) At any time prior to February 1, 2022, the Issuers may also redeem all or a in part of the 2027 Notes, upon giving notice as provided in Section 3.03, at a redemption price Redemption Price equal to 100% of the principal amount of the 2027 Notes redeemed being redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated Damagesto, if anybut not including, to the Redemption Date, subject to the rights of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date.

2027 Notes. (1) At any time prior to February 1January 15, 20202022, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2027 Notes (including any Additional Notes of such series) issued under this Indenture, upon giving notice as provided in Section 3.03, at a redemption price of 105.375106.500% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the date of redemption (the “Redemption Date (Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date), in an amount not greater than the net cash proceeds of one or more Equity Offerings by Targa Resources Partners; provided that: (i) at least 65% of the aggregate principal amount of the 2027 Notes (including any Additional Notes of such series) issued under this Indenture (excluding 2027 Notes held by Targa Resources Partners and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (2) On or after February 1July 15, 2022, the Issuers may redeem all or a part of the 2027 Notes upon giving notice as provided in Section 3.03, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the 2027 Notes redeemed to the applicable Redemption Date, if redeemed during the twelve-month period beginning on February 1 July 15 of each year indicated below, subject to the rights of Holders of 2027 Notes on the relevant record date to receive interest on an interest payment date that is on or prior to the Redemption Date: Year Percentage 2022 102.688 104.875 % 2023 101.792 103.250 % 2024 100.896 101.625 % 2025 and thereafter 100.000 % (3) At any time prior to February 1July 15, 2022, the Issuers may also redeem all or a part of the 2027 Notes, upon giving notice as provided in Section 3.03, at a redemption price equal to 100% of the principal amount of the 2027 Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages, if any, to the Redemption Date, subject to the rights of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date.

2027 Notes. (1) At any time prior Pursuant to February 1, 2020Section 2.01 of the Base Indenture, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount terms and provisions of the 2027 Notes (including any Additional Notes of such series) issued under this Indenture, upon giving notice are as provided in Section 3.03, at a redemption price of 105.375% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date), in an amount not greater than the net cash proceeds of one or more Equity Offerings by Targa Resources Partners; provided thatfollows: (ia) at least 65% of the aggregate principal amount of 2027 Notes (including any Additional Notes of such series) issued under this Indenture (excluding 2027 Notes held by Targa Resources Partners and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (2) On or after February 1, 2022, the Issuers may redeem all or a part The title of the 2027 Notes upon giving notice as provided in Section 3.03, at the redemption prices shall be “6.100% First Lien Notes due 2027.” (expressed as percentages of b) The 2027 Notes shall be initially limited to $500,000,000 aggregate principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on . Subject to compliance with Section 4.12 of the 2027 Notes redeemed to the applicable Redemption Date, if redeemed during the twelve-month period beginning on February 1 of each year indicated below, subject to the rights of Holders of 2027 Notes on the relevant record date to receive interest on an interest payment date that is on or prior to the Redemption Date: Year Percentage 2022 102.688 % 2023 101.792 % 2024 100.896 % 2025 and thereafter 100.000 % (3) At any time prior to February 1, 2022Base Indenture, the Issuers may also redeem all or a part may, without the consent of the Holders of the 2027 Notes, upon giving notice increase such aggregate principal amount in the future, on the same terms and conditions, except for any differences in the issue date, issue price and, if applicable, the first Interest Payment Date and the first date from which interest will accrue. The 2027 Notes issued originally hereunder and any additional Notes of such series subsequently issued, shall be treated as a single class for purposes of the Indenture, including waivers, amendments, redemptions and offers to purchase; provided that if any such additional Notes are not fungible with the Initial Notes of such series for U.S. federal income tax purposes, such additional Notes of such series will have a separate CUSIP number and ISIN number from the Initial Notes of such series. (c) The price at which the 2027 Notes shall be issued to the public is 99.762%. (d) The Stated Maturity for the 2027 Notes shall be on July 15, 2027. The 2027 Notes shall not require any principal or premium payments prior to the Stated Maturity. (e) The rate at which the 2027 Notes shall bear interest shall be 6.100% per annum (the “Original Interest Rate”), as set forth in Section 1 of the form of 2027 Note attached hereto as Exhibit A, subject to adjustment pursuant to this clause (e) and in Section 2 of the form of 2027 Note attached hereto as Exhibit A. Interest on the 2027 Notes shall accrue from the most recent date to which interest has been paid, or, if no interest has been paid, from April 9, 2020; provided that the first Interest Payment Date shall be July 15, 2020. Each January 15 and July 15 in each year, commencing July 15, 2020, shall be an Interest Payment Date for the 2027 Notes. The January 1 or July 1 (whether or not a Business Day), as the case may be, immediately preceding an Interest Payment Date shall be the Record Date for the interest payable on such Interest Payment Date, even if such 2027 Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 3.03, 2.12 of the Base Indenture with respect to defaulted interest. If an Interest Payment Date is a Legal Holiday at a redemption price place of payment, payment may be made at that place on the next succeeding day that is a Business Day, and no interest on such payment will accrue in respect of the delay. The Issuers shall pay interest on overdue principal at a rate equal to 100% of the principal amount of then applicable interest rate on the 2027 Notes redeemed plus to the Applicable Premium as ofextent lawful, and accrued and unpaid the Issuers shall pay interest and Liquidated Damageson overdue installments of interest at the same rate to the extent lawful. In addition, the Issuers shall pay Special Interest, if any, payable pursuant to the Redemption DateRegistration Rights Agreement. All references in the Indenture, in any context, to any interest or other amount payable on or with respect to the 2027 Notes shall be deemed to include any Special Interest required to be paid pursuant to the Registration Rights Agreement. The interest rate payable on the 2027 Notes shall be subject to adjustment from time to time if either Xxxxx’x or S&P (or, if applicable, a “nationally recognized statistical rating organization” within the rights meaning of Holders Section 3(a)(62) under the Exchange Act selected by the Issuers under the Indenture, as a replacement for Xxxxx’x or S&P, or both, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or subsequently upgrades) its rating assigned to the 2027 Notes, as set forth below. Each of Xxxxx’x, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.” The Trustee shall not be responsible for monitoring the ratings of the 2027 Notes or for determining when an increase or decrease in the interest rate of the 2027 Notes is required. The Issuers shall notify the Trustee in writing of any adjustment to the interest rate due to a ratings change pursuant to this clause (e) and Section 2 of the form of 2027 Note attached hereto as Exhibit A. If the rating of the 2027 Notes from one or both of Xxxxx’x or S&P (or, if applicable, any Substitute Rating Agency) is decreased to a rating set forth in either of the immediately following tables, the interest rate on the relevant record date 2027 Notes shall increase from the Original Interest Rate by an amount equal to receive the sum of the percentages per annum set forth in the following tables opposite those ratings: Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency therefor. For purposes of making adjustments to the interest due rate on the 2027 Notes, the following rules of interpretation will apply: (1) if at any time less than two Interest Rate Rating Agencies provide a rating on the 2027 Notes for reasons not within the Issuers’ control (i) the Issuers will use commercially reasonable efforts to obtain a rating on the 2027 Notes from a Substitute Rating Agency for purposes of determining any increase or decrease in the interest rate on the 2027 Notes pursuant to the tables above, (ii) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating on the 2027 Notes but which has since ceased to provide such rating, (iii) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior secured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Issuers and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings shall be deemed to be the equivalent ratings used by Xxxxx’x or S&P, as applicable, in such table, and (iv) the interest payment date rate on the 2027 Notes will increase or decrease, as the case may be, such that is the interest rate equals the Original Interest Rate plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (iii) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency); (2) for so long as only one Interest Rate Rating Agency provides a rating on the 2027 Notes, any increase or decrease in the interest rate on the 2027 Notes necessitated by a reduction or increase in the rating by that Interest Rate Rating Agency shall be twice the applicable percentage set forth in the applicable table above; (3) if both Interest Rate Rating Agencies cease to provide a rating on the 2027 Notes for any reason, and no Substitute Rating Agency has provided a rating on the 2027 Notes, the interest rate on the 2027 Notes will increase to, or remain at, as the case may be, 2.00% per annum above the interest rate on the 2027 Notes prior to any such adjustment; (4) if Xxxxx’x or S&P ceases to rate the Redemption Date2027 Notes or make a rating of the 2027 Notes publicly available for reasons within the Issuers’ control, the Issuers will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate on the 2027 Notes shall be determined in the manner described above as if either only one or no Interest Rate Rating Agency provides a rating on the 2027 Notes, as the case may be; (5) each interest rate adjustment required by any decrease or increase in a rating as set forth above, whether occasioned by the action of Xxxxx’x or S&P (or, in either case, any Substitute Rating Agency), shall be made independently of (and in addition to) any and all other interest rate adjustments occasioned by the action of the other Interest Rate Rating Agency; (6) in no event will the interest rate on the 2027 Notes be reduced to below the Original Interest Rate; and (7) subject to clauses (3) and (4) above, no adjustment in the interest rate on the 2027 Notes shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the 2027 Notes. If at any time the interest rate on the 2027 Notes has been adjusted upward and either of the Interest Rate Rating Agencies subsequently increases its rating of the 2027 Notes, the interest rate on the 2027 Notes will again be adjusted (and decreased, if appropriate) such that the interest rate on the 2027 Notes equals the interest rate on the 2027 Notes prior to any such adjustment plus (if applicable) an amount equal to the sum of the percentages per annum set forth opposite the ratings in the tables above with respect to the ratings assigned to the 2027 Notes (or deemed assigned) at that time, all calculated in accordance with the rules of interpretation set forth above. If Xxxxx’x or any Substitute Rating Agency subsequently increases its rating on the 2027 Notes to “Baa3” (or its equivalent if with respect to any Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency subsequently increases its rating on the 2027 Notes to “BBB–” (or its equivalent if with respect to any Substitute Rating Agency) or higher, the interest rate on the 2027 Notes will be decreased to the interest rate on the 2027 Notes prior to any adjustments made pursuant to this clause (e) and Section 2 of the form of 2027 Note attached hereto as Exhibit A. Any increase or decrease in the interest rate described in this clause (e) and Section 2 of the form of 2027 Note attached hereto as Exhibit A shall take effect from the first day of the interest period immediately following the interest period during which a rating change occurs requiring an adjustment in the interest rate. If either Interest Rate Rating Agency changes its rating of the 2027 Notes more than once during any particular interest period, the last such change by such Interest Rate Rating Agency to occur shall control in the event of a conflict for purposes of any increase or decrease in the interest rate. The interest rate shall permanently cease to be subject to any adjustment (notwithstanding any subsequent decrease in the ratings by either Interest Rate Rating Agency) if the 2027 Notes become rated “Baa1” or higher by Xxxxx’x (or its equivalent if with respect to any Substitute Rating Agency) and “BBB+” or higher by S&P (or its equivalent if with respect to any Substitute Rating Agency), in each case with a stable or positive outlook. If the interest rate payable on the 2027 Notes is increased as set forth in this clause (e) and Section 2 of the form of 2027 Note attached hereto as Exhibit A, the term “interest”, as used in the Indenture with respect to the 2027 Notes, shall be deemed to include any such additional interest unless the context otherwise requires. (f) Payments of principal of, premium and Special Interest, if any, and interest on the 2027 Notes represented by one or more Global Notes initially registered in the name of The Depository Trust Company (the “Depositary”) or its nominee with respect to the 2027 Notes shall be made by the Issuers through the Trustee in immediately available funds to the Depositary or its nominee, as the case may be. (g) The 2027 Notes shall be redeemable in accordance with the terms and provisions set forth in Section 2 hereof and (to the extent they do not conflict with Section 2 hereof) the terms and provisions of Article 3 of the Base Indenture. (h) There shall be no mandatory sinking fund for the payments of the 2027 Notes. (i) The 2027 Notes shall be represented by one or more Global Notes deposited with the Depositary and registered in the name of the nominee of the Depositary. The 2027 Notes, including the form of the certificate of authentication, shall be substantially in the form attached hereto as Exhibit A, the terms of which are incorporated by reference in this 2027 Notes Supplemental Indenture. (j) The Bank of New York Mellon Trust Company, N.A. shall be the Trustee for the 2027 Notes. (k) Articles 10 and 12 of the Base Indenture shall apply to the 2027 Notes. (l) To the extent not set forth otherwise herein, the provisions of Article 2 of the Base Indenture are applicable.