Common use of REPURCHASE AT THE OPTION OF HOLDER Clause in Contracts

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control Triggering Event, the Company will be required to make a Change of Control Offer to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchased to, but not including, the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase date pursuant to Section 4.15 of the Base Indenture. Within 30 days following any Change of Control Triggering Event, the Company will send a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within twenty days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to make an Asset Sale Offer pursuant to Section 4.10 of the Base Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof plus accrued and unpaid interest thereon to, but not including, the date of consummation of the purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in response to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such other pari passu Indebtedness to be purchased or redeemed on a pro rata basis unless otherwise required by law or applicable stock exchange or depositary requirements. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control Triggering Event, the Company will be required to make a Change of Control Offer to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest interest, if any, on the Notes repurchased to, but not including, the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase date pursuant to Section 4.15 of the Base Indenture. Within 30 days following any Change of Control Triggering Event, the Company will send a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within twenty days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to make an Asset Sale Offer pursuant to Section 4.10 of the Base Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof plus accrued and unpaid interest interest, if any, thereon to, but not including, the date of consummation of the purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in response to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such other pari passu Indebtedness to be purchased or redeemed on a pro rata basis unless otherwise required by law or applicable stock exchange or depositary requirements. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control Triggering EventControl, except as provided in the Indenture, the Company will be required to make an offer (a “Change of Control Offer Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchased tointerest, but not includingif any, thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase date pursuant to Section 4.15 (the “Change of the Base IndentureControl Payment”). Within 30 days following any Change of Control Triggering EventControl, the Company will send mail a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within twenty five days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 20.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) may be required to make an Asset Sale Offer pursuant to Section 4.10 of the Base Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an assets. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof amount, plus accrued and unpaid interest thereon tointerest, but not includingif any, to the date of consummation of the purchase, in accordance with prepayment or redemption, subject to the procedures set forth in the Indenture. To the extent that the aggregate amount rights of Holders of Notes (including any Additional Notes) on the relevant record date to receive interest due on the relevant Interest Payment Date, and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered will be payable in response to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such other pari passu Indebtedness to be purchased or redeemed on a pro rata basis unless otherwise required by law or applicable stock exchange or depositary requirementscash. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control Triggering EventControl, the Company will be required to make an offer (a “Change of Control Offer Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes at pursuant to a purchase price Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased to, to but not including, including the date of purchasepurchase (the “Change of Control Payment”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase date pursuant to Section 4.15 of the Base Indentureinterest payment date. Within 30 days following any Change of Control Triggering EventControl, the Company will send mail a notice to each Holder and at such Holder’s registered address or otherwise deliver a notice in accordance with Section 3.03 of the Trustee describing the transaction or transactions and identify the ratings decline Indenture, stating that together constitute the a Change of Control Triggering Event, Offer is being made and offering to repurchase Notes on the date (the “Change of Control Payment Date Date”) specified in the notice, which date will be no earlier than 10 30 days and no later than 60 days from the date such notice is sent and setting forth mailed or delivered, pursuant to the procedures governing required by the Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Offer as required by provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Indenture by virtue of such compliance. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within twenty days ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 40.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to will make an offer (an “Asset Sale Offer pursuant to Section 4.10 of the Base Indenture Offer”) to all Holders of Notes and may make an offer to all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture or any Note Guarantees with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets to purchase purchase, prepay or redeem the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price for the Notes in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof amount, plus accrued and unpaid interest thereon toand Additional Amounts, if any, to but not including, including the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of the purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into (or to be prepaid or redeemed in response to connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, or if the aggregate amount of Notes tendered pursuant to a Notes Offer exceeds the amount of the Net Proceeds so applied, the Trustee shall will select the Notes and the Company shall select such other pari passu Indebtedness Indebtedness, if applicable, to be purchased or redeemed on a pro rata basis unless otherwise (or in the manner described in Section 3.02 of the Indenture), based on the amounts tendered or required by law to be prepaid or applicable stock exchange or depositary requirementsredeemed. Holders Upon completion of Notes that are the subject of an offer to purchase will receive an each Asset Sale Offer from Offer, the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option amount of Holder to Elect Purchase” attached to the NotesExcess Proceeds will be reset at zero.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control Triggering EventControl, the Company will be required to make an offer (a “Change of Control Offer Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes at pursuant to a purchase price Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased to, to but not including, including the date of purchasepurchase (the “Change of Control Payment”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase date pursuant to Section 4.15 of the Base Indentureinterest payment date. Within 30 days following any Change of Control Triggering EventControl, the Company will send mail a notice to each Holder and at such Holder’s registered address or otherwise deliver a notice in accordance with Section 3.03 of the Trustee describing the transaction or transactions and identify the ratings decline Indenture, stating that together constitute the a Change of Control Triggering Event, Offer is being made and offering to repurchase Notes on the date (the “Change of Control Payment Date Date”) specified in the notice, which date will be no earlier than 10 30 days and no later than 60 days from the date such notice is sent and setting forth mailed or delivered, pursuant to the procedures governing required by the Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Offer as required by provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Indenture by virtue of such compliance. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within twenty days ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 20.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to will make an offer (an “Asset Sale Offer pursuant to Section 4.10 of the Base Indenture Offer”) to all Holders of Notes and may make an offer to all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture or any Note Guarantees with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets to purchase purchase, prepay or redeem the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price for the Notes in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof amount, plus accrued and unpaid interest thereon toand Additional Amounts, if any, to but not including, including the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of the purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into (or to be prepaid or redeemed in response to connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, or if the aggregate amount of Notes tendered pursuant to a Notes Offer exceeds the amount of the Net Proceeds so applied, the Trustee shall will select the Notes and the Company shall select such other pari passu Indebtedness Indebtedness, if applicable, to be purchased or redeemed on a pro rata basis unless otherwise (or in the manner described in Section 3.02 of the Indenture), based on the amounts tendered or required by law to be prepaid or applicable stock exchange or depositary requirementsredeemed. Holders Upon completion of Notes that are the subject of an offer to purchase will receive an each Asset Sale Offer from Offer, the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option amount of Holder to Elect Purchase” attached to the NotesExcess Proceeds will be reset at zero.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control Triggering Event, the Company will be required to make a Change of Control Offer to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchased to, but not including, the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase date pursuant to Section 4.15 6.14 of the Base Indenture. Within 30 days following any Change of Control Triggering Event, if the Company will send a notice had not, prior to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, sent a redemption notice, with a copy to the Trustee, for all the Notes in connection with an optional redemption permitted by Article IV of the Indenture, the Company will mail a Change of Control Notice, with a copy to the Trustee, to each registered Holder briefly describing the transaction or transactions that constitute a Change of Control Triggering Event and offering to repurchase Notes on the date specified in such Change of Control Payment Date specified in the noticeNotice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth pursuant to the procedures governing the Change of Control Offer as required by the IndentureIndenture and described in such notice (which procedures shall be reasonably acceptable to the Trustee). (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within twenty days Within 10 Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to make an Asset Sale Offer pursuant to Section 4.10 6.14 of the Base Indenture to all Holders of Notes Notes, and all if required by the terms of any Future Pari Passu Indebtedness, to the holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets such Future Pari Passu Indebtedness, to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Future Pari Passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof thereof, plus accrued and unpaid interest thereon to, but not including, the date fixed for the closing of consummation of the purchasesuch offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu such Future Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture, subject to the covenants contained in the Indenture. If the aggregate principal amount of Notes and other pari passu or the Future Pari Passu Indebtedness tendered in response to such Asset Sale Offer surrendered by the Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such other pari passu Future Pari Passu Indebtedness to be purchased or redeemed on a pro rata basis unless otherwise required by law based on the accreted value or applicable stock exchange principal amount of the Notes or depositary requirementssuch Future Pari Passu Indebtedness tendered in accordance with Section 4.08 of the Indenture. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control Triggering Event, the Company will be required to make an offer (a “Change of Control Offer Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes thereon repurchased to, but not including, the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date interest payment date for periods prior to such repurchase date pursuant to Section 4.15 (the “Change of the Base IndentureControl Payment”). Within 30 days following any Change of Control Triggering Event, the Company will send a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent (the “Change of Control Payment Date”) and setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within twenty days of each date on which the aggregate amount of Excess Proceeds exceeds $20.0 million (or, if the Merger has been consummated, $100.0 million), the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $20.0 million (or, if the Merger has been consummated, $100.0 million)) to make an offer (an “Asset Sale Offer Offer”) pursuant to Section 4.10 of the Base Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof plus accrued and unpaid interest thereon to, but not including, the date of consummation of the purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in response to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such other pari passu Indebtedness to be purchased or redeemed on a pro rata basis unless otherwise required by law or applicable stock exchange or depositary requirements. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (aA) If there is In connection with the occurrence of a Change of Control Triggering EventControl, the Company will be required to make an offer (a “Change of Control Offer to each Holder Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such each Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased to, but not including, to the date of purchasepurchase (the “Change of Control Payment Date”), subject to the rights of Holders on the relevant regular record date to receive interest due on the relevant Interest Payment Date for periods interest payment date that is on or prior to such repurchase date pursuant to Section 4.15 the Change of the Base IndentureControl Payment Date. Within 30 days following any Change of Control Triggering EventControl, the Company will send mail a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, and offering to repurchase Notes on the Change of Control Payment Date date specified in the notice, which date will shall be no earlier than 10 30 days and no later than 60 days from the date such notice is sent and setting forth mailed, pursuant to the procedures governing described in such notice, subject to the Change terms of Control Offer as required by the Indenture. (bB) If the Company or a Restricted Subsidiary of the Company consummates any an Asset SalesSale of Notes Priority Collateral, within twenty 30 days of after each date on which the aggregate amount of Excess Proceeds exceeds $100.0 10.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) will be required to make an offer (an “Asset Sale Offer pursuant to Section 4.10 of the Base Indenture Offer”) to all Holders of Notes and to repurchase all holders or any part (equal to $2,000 or integral multiples of other Indebtedness $1,000 in excess thereof) of each Holder’s Notes at the purchase price described below; provided, however, that is pari passu with the Notes containing provisions similar to those set forth maximum aggregate price payable in the Indenture any Asset Sale Offer will not exceed such aggregate amount of Excess Proceeds. The purchase price with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes (including in any Additional Notes) and purchase or redeem such other pari passu Indebtedness that may Asset Sale Offer will be purchased or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof repurchased, plus accrued and unpaid interest and Special Interest, if any, thereon to, but not including, to the date of purchase, subject to proration in the event of oversubscription and to the rights of Holders of Notes on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of repurchase, and will be payable in cash. If any Excess Proceeds remain after consummation of the purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount Upon completion of Notes and other pari passu Indebtedness tendered in response to such each Asset Sale Offer exceeds Offer, the amount of Excess ProceedsProceeds will be reset at zero. In connection with each Asset Sale Offer, the Trustee Company will mail a notice to each Holder describing the Asset Sale Offer and offering to repurchase Notes on the date specified in the notice, which date shall select be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures described in such notice, subject to the terms of the Indenture. (C) After the end of each semi-annual period ending December 31 and June 30 with respect to which the Company has Excess Cash Flow (starting with the semi-annual period ending June 30, 2010), the Company will determine the amount (the “Excess Cash Flow Offer Amount”) that is equal to 75% of such Excess Cash Flow for such period and make an offer (an “Excess Cash Flow Offer”) to the Holders to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of each Holder’s Notes at the purchase price described below; provided, however, that the maximum aggregate price payable in any Excess Cash Flow Offer will not exceed the applicable Excess Cash Flow Offer Amount and that no Excess Cash Flow Offer shall be required with respect to Excess Cash Flow for any period if, at the time such Excess Cash Flow Offer would otherwise be required to be made, (i) an RCF Availability Deficit shall have occurred as of the last day of the month most recently ended prior to such time or would result therefrom, (ii) an RCF Event of Default shall have occurred and be continuing or (iii) the Excess Cash Flow Offer Amount is less than $5.0 million (any Excess Cash Flow Offer Amount not applied to make an Excess Cash Flow Offer by reason of this proviso (until subsequently so applied pursuant to the immediately following proviso) is referred to as the “Deferred Excess Cash Flow Amount”); provided further, however, that, at any time the Deferred Excess Cash Flow Amount exceeds $5.0 million, and the RCF Availability exceeded the RCF Availability Threshold as of the last day of the month most recently ended prior to such time by at least $5.0 million, and so long as no RCF Event of Default shall have occurred and be continuing at such time or would result therefrom (the “Deferred Excess Cash Flow Offer Trigger Date”), the Company will be required to make an Excess Cash Flow Offer in an aggregate amount equal to the lesser of (x) the Deferred Excess Cash Flow Amount and (y) the amount by which the RCF Availability exceeds the RCF Availability Threshold (with such amount being deemed to be the Excess Cash Flow Offer Amount). Notwithstanding anything to the contrary herein, the Company will not be required to make more than one Excess Cash Flow Offer in any fiscal quarter and, in calculating the Excess Cash Flow Offer Amount attributable to Excess Cash Flow for any period ending December 31 (and for the avoidance of doubt, excluding any Deferred Excess Cash Flow Amount for any period preceding such annual period), (i) the relevant period will not be the semi-annual period ending December 31 but rather the annual period ending December 31 and (ii) such Excess Cash Flow Offer Amount for such annual period will be reduced by an amount equal to the sum of (1) the amount of any Excess Cash Flow Offer made during such annual period and (2) the Deferred Excess Cash Flow Amount outstanding at the end of such annual period, in each case, to the extent solely attributable to the Excess Cash Flow for the semi-annual period ending June 30 that is included in such annual period; provided that no such reduction shall result in such Excess Cash Flow Offer Amount for such annual period being reduced to less than $0. In each Excess Cash Flow Offer, the Company will be required to repurchase Notes validly tendered and not withdrawn at a purchase price in cash equal to 101% of the principal amount of the Notes repurchased, plus accrued and unpaid interest and Special Interest, if any, thereon to the Company shall select such other pari passu Indebtedness Excess Cash Flow Offer Payment Date, subject to be purchased or redeemed on a pro rata basis unless otherwise required by law or applicable stock exchange or depositary requirements. proration in the event of oversubscription and to the rights of Holders of Notes on the relevant regular record date to receive interest due on the relevant interest payment date that are is on or prior to the subject applicable date of an offer repurchase. In connection with each Excess Cash Flow Offer, the Company will mail a notice to purchase will receive an Asset Sale each Holder describing the Excess Cash Flow Offer and offering to repurchase Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached notice is mailed, pursuant to the Notesprocedures described in such notice, subject to the terms of the Indenture.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control Triggering EventEvent occurs, unless the Issuers at such time have given notice of redemption pursuant to paragraph (a) or (b) of Section 3.07 or Section 3.09 of the Indenture with respect to all outstanding Notes, the Company Issuers will be required to make a Change of Control Offer to each Holder offer to repurchase all or any part (equal to $2,000 or an in a minimum principal amount of €100,000 and integral multiple multiples of $€1,000 in excess thereof) of such each Holder’s Notes at pursuant to an offer to repurchase on the terms set forth in the Indenture (the “Change of Control Offer”). In the Change of Control Offer, the Issuers will offer a purchase price payment in cash equal to 101% of the aggregate principal amount thereof of the Notes being repurchased plus accrued and unpaid interest on the Notes repurchased being repurchased, to, but not includingexcluding, the date Change of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Control Payment Date for periods prior to such repurchase date pursuant to Section 4.15 of the Base IndentureDate. Within 30 days following any Change of Control Triggering Event, unless the Company Issuers at such time have given notice of redemption under the applicable provision of Section 3.07 or Section 3.09 of the Indenture with respect to all outstanding Notes, the Issuers will send a give prompt written notice to the Trustee and each Holder and the Trustee describing the transaction or transactions and identify the ratings decline downgrade that together constitute the Change of Control Triggering Event, Event and offering to repurchase the Notes on the Change of Control Payment Date date specified in the notice, which date will be no earlier than 10 30 days and no later than 60 days from the date such notice is sent and setting forth given, pursuant to the procedures governing required by the Indenture and described in such notice. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, if any, to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within twenty days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to make an Asset Sale Offer pursuant to Section 4.10 of the Base Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof plus accrued and unpaid interest thereon to, but not including, the date of consummation of the purchase, in accordance with the procedures set forth in the IndentureTriggering Event. To the extent that the aggregate amount provisions of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than securities laws or regulations conflict with the Excess ProceedsChange of Control Triggering Event provisions of the Indenture, the Company (or such Restricted Subsidiary) may use those Excess Proceeds for any purpose Issuers shall comply with the applicable securities laws and regulations and shall not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in response to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such other pari passu Indebtedness to be purchased or redeemed on a pro rata basis unless otherwise required by law or applicable stock exchange or depositary requirements. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect deemed to have breached their obligations under Section 4.07 of the Indenture by virtue of such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notesconflict.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control Triggering EventControl, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in Section 3.07 of the Indenture, the Company will be required to make an offer (a “Change of Control Offer Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased to, but not including, to the date of purchasesettlement (the “Change of Control Settlement Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date for periods interest payment date that is on or prior to such repurchase date pursuant to Section 4.15 the Change of the Base IndentureControl Settlement Date. Within 30 days following any Change of Control Triggering EventControl, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes pursuant to Section 3.07 of the Indenture, the Company will send a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If On the Company 361st day after the Asset Sale (or the 721st day after an Asset Sale by a Restricted Foreign Subsidiary of or, in either case and, at the Company consummates Company’s option, any Asset Salesearlier date), within twenty days of each date on which if the aggregate amount of Excess Proceeds then exceeds $100.0 25.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to will make an Asset Sale Offer pursuant to Section 4.10 of the Base Indenture to all Holders of Notes Notes, and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets assets, to purchase purchase, prepay or redeem, on a pro rata basis as specified in the Indenture, the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased purchased, prepaid or redeemed with out of the Excess Proceeds thereof Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest thereon toand Special Interest, but not includingif any, to the date of settlement, subject to the right of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of settlement, and will be payable in cash. If any Excess Proceeds remain after consummation of the purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such any Restricted Subsidiary) Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in response to into such Asset Sale Offer exceeds the amount of Excess ProceedsProceeds allocated to the purchase of Notes, the Trustee shall will select the Notes and the Company shall select such other pari passu Indebtedness to be purchased or redeemed on a pro rata basis unless otherwise required (except that any Notes represented by law or applicable stock exchange or depositary requirementsa Note in global form will be selected by such method as DTC may require). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control Triggering EventControl, the Company will be required to make an offer (a “Change of Control Offer Offer”) to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of such each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchased to, but not including, thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase interest payment date pursuant to Section 4.15 (the “Change of the Base IndentureControl Payment”). Within 30 10 days following any Change of Control Triggering EventControl, the Company will send mail a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within twenty five days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 15.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to make will commence an Asset Sale Offer pursuant to Section 4.10 of the Base Indenture offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes Parity Lien Debt containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness Parity Lien Debt that may be purchased or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof plus accrued and unpaid interest thereon to, but not including, to the date of consummation of the purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness Parity Lien Debt tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness Parity Lien Debt tendered in response to into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such other pari passu Indebtedness Parity Lien Debt to be purchased or redeemed on a pro rata basis unless otherwise required by law or applicable stock exchange or depositary requirementsbasis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control Triggering EventControl, the Company will be required to make an offer (a “Change of Control Offer Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes at pursuant to a purchase price Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased to, to but not including, including the date of purchasepurchase (the “Change of Control Payment”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase date pursuant to Section 4.15 of the Base Indentureinterest payment date. Within 30 days following any Change of Control Triggering EventControl, the Company will send a notice to each Holder and at such Holder’s registered address or otherwise deliver a notice in accordance with Section 3.03 of the Trustee describing the transaction or transactions and identify the ratings decline Indenture, stating that together constitute the a Change of Control Triggering Event, Offer is being made and offering to repurchase Notes on the date (the “Change of Control Payment Date Date”) specified in the notice, which date will be no earlier than 10 30 days and no later than 60 days from the date such notice is sent and setting forth mailed or delivered, pursuant to the procedures governing required by the Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Offer as required by provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Indenture by virtue of such compliance. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within twenty days ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 40.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to will make an offer (an “Asset Sale Offer pursuant to Section 4.10 of the Base Indenture Offer”) to all Holders of Notes and may make an offer to all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture or any Note Guarantees with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets to purchase purchase, prepay or redeem the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price for the Notes in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof amount, plus accrued and unpaid interest thereon toand Additional Amounts, if any, to but not including, including the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of the purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into (or to be prepaid or redeemed in response to connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, or if the aggregate amount of Notes tendered pursuant to a Notes Offer exceeds the amount of the Net Proceeds so applied, the Trustee shall will select the Notes and the Company shall select such other pari passu Indebtedness Indebtedness, if applicable, to be purchased or redeemed on a pro rata basis unless otherwise (or in the manner described in Section 3.02 of the Indenture), based on the amounts tendered or required by law to be prepaid or applicable stock exchange or depositary requirementsredeemed. Holders Upon completion of Notes that are the subject of an offer to purchase will receive an each Asset Sale Offer from Offer, the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option amount of Holder to Elect Purchase” attached to the NotesExcess Proceeds will be reset at zero.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control Triggering Event, the Company will be required to make a Change of Control Offer to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest interest, if any, on the Notes repurchased to, but not including, the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase date pursuant to Section 4.15 of the Base Indenture. Within 30 days following any Change of Control Triggering Event, the Company will send a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within twenty days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to make an Asset Sale Offer pursuant to Section 4.10 of the Base Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof plus accrued and unpaid interest interest, if any, thereon to, but not including, the date of consummation of the purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in response to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such other pari passu Indebtedness to be purchased or redeemed on a pro rata basis unless otherwise required by law or applicable stock exchange or depositary requirements. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.. Table of Contents

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control Triggering EventControl, the Company Regency Energy Partners will be required to make an offer (a “Change of Control Offer Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to, but not includingexcluding, the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase date pursuant to Section 4.15 (the “Change of the Base IndentureControl Payment”). Within 30 days following any Change of Control Triggering EventControl, the Company Regency Energy Partners will send a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth the procedures governing the Change of Control Offer as required by the Indenture. Payment shall be made no earlier than 30 days and no later than 60 days from the date such notice is sent. (b) If the Company Issuers or a Restricted Subsidiary of the Company Regency Energy Partners consummates any Asset Sales, within twenty five days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 30.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to make Regency Energy Partners will commence an Asset Sale Offer pursuant to Section 4.10 of the Base Indenture offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof plus accrued and unpaid interest thereon to, but not includingexcluding, the date of consummation of the purchase, purchase in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) Regency Energy Partners may use those Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in response to into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select then the Notes and the Company shall select such other pari passu Indebtedness to shall be purchased or redeemed on a pro rata basis unless otherwise required by law or applicable stock exchange or depositary requirementsbasis. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control Triggering EventControl, the Company Issuer will be required to make an offer (a “Change of Control Offer Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holderthat Xxxxxx’s Notes at pursuant to a purchase price Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Issuer will offer a payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased to, to but not including, including the date of purchasepurchase (the “Change of Control Payment”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase date pursuant to Section 4.15 of the Base Indentureinterest payment date. Within 30 days following any Change of Control Triggering EventControl, the Company Issuer will send mail a notice to each Holder and at such Holder’s registered address or otherwise deliver a notice in accordance with Section 3.03 of the Trustee describing the transaction or transactions and identify the ratings decline Indenture, stating that together constitute the a Change of Control Triggering Event, Offer is being made and offering to repurchase Notes on the date (the “Change of Control Payment Date Date”) specified in the notice, which date will be no earlier than 10 30 days and no later than 60 days from the date such notice is sent and setting forth mailed or delivered, pursuant to the procedures governing required by the Indenture and described in such notice. The Issuer will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Offer as required by provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Indenture by virtue of such compliance. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within twenty days ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 40.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to Issuer will make an offer (an “Asset Sale Offer pursuant to Section 4.10 of the Base Indenture Offer”) to all Holders of Notes and may make an offer to all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture or any Note Guarantees with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets to purchase purchase, prepay or redeem the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price for the Notes in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof amount, plus accrued and unpaid interest thereon toand Additional Amounts, if any, to but not including, including the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of the purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into (or to be prepaid or redeemed in response to connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, or if the aggregate amount of Notes tendered pursuant to a Notes Offer exceeds the amount of the Net Proceeds so applied, the Trustee shall will select the Notes and the Company shall select such other pari passu Indebtedness Indebtedness, if applicable, to be purchased or redeemed on a pro rata basis unless otherwise (or in the manner described in Section 3.02 of the Indenture), based on the amounts tendered or required by law to be prepaid or applicable stock exchange or depositary requirementsredeemed. Holders Upon completion of Notes that are the subject of an offer to purchase will receive an each Asset Sale Offer from Offer, the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option amount of Holder to Elect Purchase” attached to the NotesExcess Proceeds will be reset at zero.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control Triggering EventControl, each Holder of Notes will have the right to require the Company will be required to make a Change of Control Offer to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described in Section 4.15 of the Indenture (the “Change of Control Offer”) at a purchase an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes plus accrued and unpaid interest on the Notes repurchased toand Liquidated Damages, but not includingif any, thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase date pursuant to Section 4.15 of the Base Indenturerepurchase. Within 30 days following any Change of Control Triggering EventControl, the Company will send mail a notice to the Trustee and each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, and offering to repurchase Notes on the Change of Control Payment Date date specified in the such notice, which date will shall be no earlier than 10 30 days and no nor later than 60 days from the date such notice is sent and setting forth mailed (the procedures governing the “Change of Control Offer as Payment Date”), pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If Upon the consummation of an Asset Sale, the Company or the affected Obligor will be required to apply all Net Cash Proceeds that are received from such Asset Sale within 360 days of the receipt thereof either (1) to reinvest (or enter into a Restricted Subsidiary binding commitment to invest, if such investment is effected within 360 days after the date of such commitment) in Productive Assets or in Asset Acquisitions not otherwise prohibited by the Indenture, or (2) to permanently prepay or repay Indebtedness of any Obligor other than Indebtedness that is subordinate in right of payment to the Notes. On the 361st day after an Asset Sale or such earlier date, if any, as the Board of the Company consummates any or the affected Obligor determines not to apply the Net Cash Proceeds relating to such Asset SalesSale as set forth in clauses (1) or (2) of the preceding paragraph (each a “Net Proceeds Offer Trigger Date”), within twenty days of each date on which the such aggregate amount of Excess Net Cash Proceeds exceeds $100.0 millionwhich have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (1) or (2) of the preceding paragraph (each a “Net Proceeds Offer Amount”), will be applied by the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to make an Asset Sale Offer pursuant to Section 4.10 of the Base Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers offer to purchase or redeem with (the proceeds of sales of assets to “Net Proceeds Offer”), on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, on a pro rata basis (A) Notes at a purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the aggregate principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof Notes, in each case, plus accrued and unpaid interest and Liquidated Damages, if any, thereon toon the Net Proceeds Offer Payment Date and (B) the outstanding 9.25% Notes, but not including8.75% Notes or other Indebtedness Incurred by the Company which is pari passu with the Notes, in each case to the date extent required by the terms thereof; provided that if at any time within 360 days after an Asset Sale any non-cash consideration received by the Company or the affected Obligor in connection with such Asset Sale is converted into or sold or otherwise disposed of consummation of for cash, then such conversion or disposition will be deemed to constitute an Asset Sale hereunder and the purchase, Net Cash Proceeds thereof will be applied in accordance with the procedures set forth in the Indenturethis covenant. To the extent that the aggregate principal amount of Notes, 9.25% Notes, 8.75% Notes (including any Additional Notes) and or other pari passu Indebtedness tendered pursuant to an Asset Sale the Net Proceeds Offer is less than the Excess ProceedsNet Proceeds Offer Amount, the Company (or such Restricted Subsidiary) Obligors may use those Excess any remaining proceeds of such Asset Sales for general corporate purposes (but subject to the other terms of the Indenture). Upon completion of a Net Proceeds Offer, the Net Proceeds Offer Amount relating to such Net Proceeds Offer will be deemed to be zero for purposes of any purpose not otherwise prohibited subsequent Asset Sale. In the event that a Restricted Subsidiary consummates an Asset Sale, only that portion of the Net Cash Proceeds therefrom (including any Net Cash Proceeds received upon the sale or other disposition of any noncash proceeds received in connection with an Asset Sale) that are distributed to or received by any Obligor will be required to be applied by the IndentureObligors in accordance with the provisions of this paragraph. If Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than $10 million the application of the Net Cash Proceeds constituting such Net Proceeds Offer Amount to a Net Proceeds Offer may be deferred until such time as such Net Proceeds Offer Amount plus the aggregate principal amount of Notes and other pari passu Indebtedness tendered all Net Proceeds Offer Amounts arising subsequent to September 25, 2003 from all Asset Sales by the Obligors in response respect of which a Net Proceeds Offer has not been made aggregate at least $10 million at which time the affected Obligor will apply all Net Cash Proceeds constituting all Net Proceeds Offer Amounts that have been so deferred to make a Net Proceeds Offer (each date on which the aggregate of all such deferred Net Proceeds Offer Amounts is equal to $10 million or more will be deemed to be a Net Proceeds Offer Trigger Date). In connection with any Asset Sale with respect to assets having a book value in excess of $10 million or as to which it is expected that the aggregate consideration therefor to be received by the affected Obligor will exceed $10 million in value, such Asset Sale Offer exceeds the amount of Excess Proceedswill be approved, the Trustee shall select the Notes and the Company shall select such other pari passu Indebtedness to be purchased or redeemed on a pro rata basis unless otherwise required by law or applicable stock exchange or depositary requirements. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased the consummation thereof, by completing the form entitled “Option Board of Holder to Elect Purchase” attached to the Notesapplicable Obligor.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control Triggering Event, the Company will be required to make a Change of Control Offer to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchased to, but not including, the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase date pursuant to Section 4.15 of the Base Indenture. Within 30 days following any Change of Control Triggering Event, the Company will send a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within twenty days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to make an Asset Sale Offer pursuant to Section 4.10 of the Base Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof Table of Contents plus accrued and unpaid interest thereon to, but not including, the date of consummation of the purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in response to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such other pari passu Indebtedness to be purchased or redeemed on a pro rata basis unless otherwise required by law or applicable stock exchange or depositary requirements. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control Triggering Eventoccurs, each Holder of Notes will have the right to require the Company will be required to make a Change of Control Offer to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes Note pursuant to a Change of Control Offer, as provided in Section 4.16 of the Indenture, at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on thereon, if any, to but not including, the Notes repurchased date of purchase. When the aggregate amount of Excess Proceeds of Asset Sales exceeds US$15.0 million, the Company shall be required to make an Asset Sale Offer to all Holders of Notes, as provided in Section 4.17 of the Indenture, with an offer price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of purchase, subject to prepayment or redemption. In addition, if the rights of Holders on Company and its Restricted Subsidiaries have Excess Cash Flow for any six-month period (provided that the relevant record date to receive interest due on first period shall commence from the relevant Interest Payment Date for periods prior to such repurchase date pursuant to Section 4.15 of the Base Indenture. Within 30 days following any Change of Control Triggering EventAcquisition Closing Date), then the Company will send a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within twenty days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to make an Asset Sale Excess Cash Flow Offer pursuant to Section 4.10 of the Base Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth Notes, as provided in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out Section 4.19 of the Excess Proceeds at Indenture, with an offer price in cash in an amount equal to 100106% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof thereof, plus accrued and unpaid interest thereon tointerest, if any, to but not including, the date of consummation of the purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes repurchase. (including any Additional Notesb) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in response to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such other pari passu Indebtedness to be purchased or redeemed on a pro rata basis unless otherwise required by law or applicable stock exchange or depositary requirements. Holders of Notes that are the subject of an offer to purchase will receive notice of a Change of Control Offer, an Asset Sale Offer or an Excess Cash Flow Offer, as applicable, from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” Purchase “ attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control Triggering EventControl, the Company Issuers will be required to make an offer (a “Change of Control Offer Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchased and Liquidated Damages, if any, to, but not includingexcluding, the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase date pursuant to Section 4.15 (the “Change of the Base IndentureControl Payment”). Within 30 days following any Change of Control Triggering EventControl, the Company Issuers will send mail a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth the procedures governing the Change of Control Offer as required by the Indenture. In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and Targa Resources Partners (or the third party making the Change of Control Offer as provided in Section 4.15(c) of the Indenture) purchases all of the Notes held by such Holders, Targa Resources Partners will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest and Liquidated Damages, if any, on the Notes that remain outstanding, to, but excluding, the date of redemption (subject to the right 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). (b) If the Company Issuers or a Restricted Subsidiary of the Company Targa Resources Partners consummates any Asset Sales, within twenty five days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 25.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to make Targa Resources Partners will commence an Asset Sale Offer pursuant to Section 4.10 of the Base Indenture offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof plus accrued and unpaid interest thereon toand Liquidated Damages, but not includingif any, to the date of consummation of the purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company Targa Resources Partners (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in response to into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select then the Notes and the Company shall select such other pari passu Indebtedness to shall be purchased or redeemed on a pro rata basis unless otherwise required by law or applicable stock exchange or depositary requirementsbasis. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control Triggering Eventoccurs, each Holder of Notes will have the right to require the Company will be required to make a Change of Control Offer to each Holder to repurchase all or any part (equal to $2,000 U.S.$2,000 or an integral multiple of $1,000 U.S.$1,000 in excess thereofof U.S.$2,000) of such that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) at a purchase price in cash equal to not less than 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchased toand Additional Amounts, if any, thereon to but not including, excluding the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase date pursuant to Section 4.15 of the Base IndentureDate. Within 30 days following any Change of Control Triggering EventControl, unless the Company has exercised its right to redeem all of the Notes as described under paragraph (5), the Company will send a notice to each Holder and (with a copy to the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and Trustee) setting forth the procedures governing the Change of Control Offer as required by the Indenture. Holders of Notes that are the subject of an offer to purchase will receive notice of a Change of Control Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within twenty days 10 Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 25.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to will make an offer (an “Asset Sale Offer pursuant to Section 4.10 of the Base Indenture Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 1015 of the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets assets, to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with out of the Excess Proceeds thereof Proceeds. The offer price for the Notes in any Asset Sale will be equal to 100% of the principal amount plus accrued and unpaid interest thereon toand Additional Amounts, if any, to (but not including, ) the date of purchase, and will be payable in cash. If any Excess Proceeds remain unapplied after the consummation of the purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such any Restricted Subsidiary) may use those the Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in response to into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select Company will use the Excess Proceeds to purchase the Notes and the Company shall select such other pari passu Indebtedness to be purchased or redeemed on a pro rata basis unless otherwise required based on the aggregate principal amount of Notes and such other pari passu Indebtedness tendered by law or applicable stock exchange or depositary requirementsthe holders thereof. Holders of Notes that are the subject of an offer to purchase will receive notice of an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (aA) If there is Upon the occurrence of a Change of Control Triggering EventControl, the Company will be required to make an offer (a “Change of Control Offer Offer”) to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) (calculated after giving effect to any issuance of such Additional Notes) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to, but not including, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase date pursuant to Section 4.15 (the “Change of the Base IndentureControl Payment”). Within 30 ten days following any Change of Control Triggering EventControl, the Company will send mail a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth the procedures governing the Change of Control Offer as required by the Indenture. (bB) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within twenty five days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 1.0 million, the Company shall apply the entire aggregate amount of unutilized may (and when Excess Proceeds (not only exceeds $10.0 million, the amount Company shall), to the extent permitted by the Intercreditor Agreement and the Credit Agreement, each as in excess of $100.0 million) to effect on the Issue Date, make an Asset Sale Offer pursuant to Section 4.10 of the Base Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes Second Lien Debt containing provisions similar to those set forth in the Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets to purchase purchase, prepay or redeem the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Second Lien Debt (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof amount, plus accrued and unpaid interest thereon tointerest, but not includingif any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date, and will be payable in cash. If any Excess Proceeds remain after consummation of the purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than (or expiration of the Excess Proceedsoffer if no Holder accepts), the Company (or such Restricted Subsidiary) may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness Second Lien Debt tendered in response (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall Company will select the Notes and the Company shall select such other pari passu Indebtedness Second Lien Debt to be purchased or redeemed on a pro rata basis unless otherwise (except that any Notes represented by a note in global form will be selected by such method as DTC or its nominee or successor may require), based on the amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by law the Company so that only Notes in denominations of $1,000, or applicable stock exchange an integral multiple of $1,000 in excess thereof, will be purchased). Upon completion of each Asset Sale Offer (or depositary requirementsexpiration of the offer if no Holder accepts), the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control Triggering EventEvent occurs, each Holder of Notes will have the right to require the Company will be required to make a Change of Control Offer to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes at pursuant to a purchase price Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest interest, if any, on the Notes repurchased to, but not including, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase date pursuant to Section 4.15 of the Base Indentureinterest payment date. Within 30 days following any Change of Control Triggering Event, the Company will send deliver a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, Event and offering to repurchase Notes on properly tendered prior to the Change of Control Payment Date expiration date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth sent, pursuant to the procedures governing required by the Indenture and described in such notice. The Company will not be required to make a Change of Control Offer as required by if notice of redemption has been given pursuant to Section 3.03 of the Indenture. (b) If the Company or a Restricted Subsidiary fails to apply the Net Proceeds from Asset Sales in the manner specified in the Indenture within 365 days after the receipt of the Company consummates such Net Proceeds, any Asset Sales, within twenty Net Proceeds not so applied will constitute Excess Proceeds. Within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds exceeding $100.0 50.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to will make an Asset Sale Offer pursuant to Section 4.10 of the Base Indenture to all Holders of Notes and all holders Holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets assets, to purchase purchase, prepay or redeem, on a pro rata basis, the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof amount, plus accrued and unpaid interest thereon tointerest, but not includingif any, to the date of consummation of the purchase, in accordance with prepayment or redemption, subject to the procedures set forth in the Indenture. To the extent that the aggregate amount rights of holders of Notes (including any Additional Notes) on the relevant record date to receive interest due on the relevant interest payment date, and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenturewill be payable in cash. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in response (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company shall select such other pari passu Indebtedness to be purchased purchased, prepaid or redeemed on a pro rata basis (except that any Notes represented by a Global Note shall be selected by such method as the Depositary or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law or applicable stock exchange or depositary requirements), based on the principal amount of Notes and such other pari passu Indebtedness amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Company may satisfy the foregoing obligation with respect to any Excess Proceeds by making an Asset Sale Offer prior to the expiration of the relevant 365-day period or with respect to Excess Proceeds of $50.0 million or less. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control Triggering EventControl, the Company will be required to make an offer (a “Change of Control Offer Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchased to, but not including, thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase interest payment date pursuant to Section 4.15 (the “Change of the Base IndentureControl Payment”). Within 30 No earlier than ten and no later than 20 days following any Change of Control Triggering EventControl, the Company will send mail a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within twenty five days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 10.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to make will commence an Asset Sale Offer pursuant to Section 4.10 of the Base Indenture offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof plus accrued and unpaid interest thereon to, but not including, to the date of consummation of the purchase, purchase in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in response to into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis, and the Company shall select such other pari passu Indebtedness to be purchased or redeemed on a pro rata basis unless otherwise required basis, by law lot or by such other method as the Trustee shall deem fair and appropriate and in such manner as complies with the applicable legal and stock exchange or depositary requirements. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control Triggering EventControl, the Company Issuers will be required to make an offer (a “Change of Control Offer Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchased toand Liquidated Damages, but not includingif any, to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase date pursuant to Section 4.15 (the “Change of the Base IndentureControl Payment”). Within 30 days following any Change of Control Triggering EventControl, the Company Issuers will send mail a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth the procedures governing the Change of Control Offer as required by the Indenture. In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and Targa Resources Partners purchases all of the Notes held by such Holders, Targa Resources Partners will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest and Liquidated Damages, if any, on the Notes that remain outstanding, to, but excluding, the date of redemption (subject to the right 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). (b) If the Company Issuers or a Restricted Subsidiary of the Company Targa Resources Partners consummates any Asset Sales, within twenty five days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 25.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to make Targa Resources Partners will commence an Asset Sale Offer pursuant to Section 4.10 of the Base Indenture offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof plus accrued and unpaid interest thereon toand Liquidated Damages, but not includingif any, to the date of consummation of the purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company Targa Resources Partners (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in response to into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select then the Notes and the Company shall select such other pari passu Indebtedness to shall be purchased or redeemed on a pro rata basis unless otherwise required by law or applicable stock exchange or depositary requirementsbasis. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control Triggering EventEvent occurs, each Holder of Notes will have the right to require the Company will be required to make a Change of Control Offer to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes at pursuant to a purchase price Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest interest, if any, on the Notes repurchased to, but not including, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase date pursuant to Section 4.15 of the Base Indentureinterest payment date. Within 30 days following any Change of Control Triggering Event, the Company Issuers will send deliver a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, Event and offering to repurchase Notes on properly tendered prior to the Change of Control Payment Date expiration date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth sent, pursuant to the procedures governing required by the Indenture and described in such notice. The Issuers will not be required to make a Change of Control Offer as required by if notice of redemption has been given pursuant to Section 3.03 of the Indenture. (b) If the Company or a Restricted Subsidiary fails to apply the Net Proceeds from Asset Sales in the manner specified in the Indenture within 365 days after the receipt of the Company consummates such Net Proceeds, any Asset Sales, within twenty Net Proceeds not so applied will constitute Excess Proceeds. Within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds exceeding $100.0 30.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to will make an Asset Sale Offer pursuant to Section 4.10 of the Base Indenture to all Holders of Notes and all holders Holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets assets, to purchase purchase, prepay or redeem, on a pro rata basis, the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof amount, plus accrued and unpaid interest thereon tointerest, but not includingif any, to the date of consummation of the purchase, in accordance with prepayment or redemption, subject to the procedures set forth in the Indenture. To the extent that the aggregate amount rights of holders of Notes (including any Additional Notes) on the relevant record date to receive interest due on the relevant interest payment date, and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenturewill be payable in cash. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in response (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company shall select such other pari passu Indebtedness to be purchased purchased, prepaid or redeemed on a pro rata basis (except that any Notes represented by a Global Note shall be selected by such method as the Depositary or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law or applicable stock exchange or depositary requirements), based on the principal amount of Notes and such other pari passu Indebtedness amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Company may satisfy the foregoing obligation with respect to any Excess Proceeds by making an Asset Sale Offer prior to the expiration of the relevant 365-day period or with respect to Excess Proceeds of $30.0 million or less. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control Triggering Event, the Company will be required make an offer to make a purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofOffer”) of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchased and Special Interest, if any, to, but not including, the date of purchase, subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase date pursuant to Section 4.15 of the Base Indentureinterest payment date. Within 30 days following any Change of Control Triggering Event, the Company will send mail a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within twenty 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 25.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to will make an Asset Sale Offer pursuant to Section 4.10 of the Base Indenture to all Holders of Notes and all and, if required by the terms of any senior Indebtedness, to the holders of other such senior Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness senior Indebtedness, that are $200,000 or an integral multiple of $1,000 in excess thereof that may be purchased or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof thereof, plus accrued and unpaid interest thereon interest, if any, to, but not including, the date fixed for the closing of consummation of the purchasesuch offer, in accordance with the procedures set forth in Section 3.09 of the Indenture. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use those Excess Proceeds for any purpose general corporate purposes not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu or the senior Indebtedness tendered in response to surrendered by such Asset Sale Offer holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such other pari passu senior Indebtedness to will be purchased or redeemed on a pro rata basis unless otherwise required based on the principal amount of the Notes or such senior Indebtedness tendered, subject to adjustments by law the Company so that no Notes or applicable stock exchange or depositary requirementssuch other senior Indebtedness are left outstanding in unauthorized denominations. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (aA) If there is Upon the occurrence of a Change of Control Triggering EventControl, the Company will be required to make an offer (a “Change of Control Offer Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest interest, if any, on the Notes repurchased to, but not including, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase interest payment date pursuant to Section 4.15 (the “Change of the Base IndentureControl Payment”). Within 30 days following any Change of Control Triggering EventControl, the Company will send mail a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) . A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such holders, the Company or a Restricted Subsidiary of such third party will have the Company consummates any Asset Salesright, within twenty upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to make an Asset Sale Offer following such purchase pursuant to Section 4.10 the Change of the Base Indenture Control Offer described above, to redeem all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to remain outstanding following such purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an offer a price in cash in an amount equal to 100101% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption. (B) Any Net Cash Proceeds from Asset Sales (a) in excess of $50.0 million in the aggregate since the Issue Date and (b) solely with respect to such Net Cash Proceeds in excess of such $50.0 million threshold, not applied within 365 days of the Notes receipt of such Net Cash Proceeds to make Permitted Investments in Restricted Subsidiaries, shall constitute “Excess Proceeds”; provided, that such 365-day period shall be extended to 450 days if a binding commitment is place and has not been abandoned. Within 30 days of the receipt of Excess Proceeds, the Company shall make an Offer to Purchase to purchase the maximum aggregate principal amount of notes that can be repurchased with such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds at a price of 101% of the principal amount thereof plus accrued and unpaid interest thereon to, but not including, to the date of consummation purchase; provided that in connection therewith, the Company may also make a concurrent ratable offer to holders of the purchase, Pari Passu Obligations similarly required to be repaid or redeemed in accordance connection with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale at a price of 101% if the principal amount thereof, plus accrued and unpaid interest thereon (in which case the principal amount of offer to the holders of the notes shall be correspondingly reduced). If the Offer to Purchase is for less than all of the Excess Proceedsoutstanding Notes and Notes in an aggregate principal amount in excess of the purchase amount are tendered and not withdrawn pursuant to the offer, the Company (or such Restricted Subsidiary) may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the will purchase Notes having an aggregate principal amount of Notes and other pari passu Indebtedness tendered in response equal to such Asset Sale Offer exceeds the purchase amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such other pari passu Indebtedness to be purchased or redeemed on a pro rata basis unless otherwise required basis, by law lot or applicable stock exchange or depositary requirements. Holders any other method that is fair and appropriate with adjustments so that only Notes in denominations of Notes that are the subject $2,000 principal amount and higher integral multiples of an offer to purchase $1,000 will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have remain outstanding after such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notespurchase.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control Triggering EventControl, the Company will be required to make an offer (a “Change of Control Offer to each Holder Offer”) to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of such each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchased interest, if any, to, but not includingexcluding, the date of purchase, purchase subject to the rights of Holders Noteholders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase interest payment date pursuant to Section 4.15 (the “Change of the Base IndentureControl Payment”). Within 30 days following any Change of Control Triggering EventControl, the Company will send mail a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within twenty days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 25.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to make will commence an Asset Sale Offer pursuant to Section 4.10 of the Base Indenture offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof plus accrued and unpaid interest thereon interest, if any, to, but not includingexcluding, the date of consummation of the purchase, in accordance with the procedures set forth in the Indenture. With respect to any Asset Sale Offer, the Excess Proceeds shall be applied (i) first to purchase or redeem the maximum principal amount of Senior Notes and such other pari passu Indebtedness and (ii) second, if any Excess Proceeds remain following such purchase or redemption, to purchase or redeem the maximum principal amount of Senior Subordinated Notes and such other pari passu Indebtedness. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Senior Notes and other Indebtedness pari passu Indebtedness with the Senior Notes tendered in response to into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the Senior Notes and such other Indebtedness pari passu with the Senior Notes to be purchased on a pro rata basis. If the aggregate principal amount of Notes and such other Indebtedness pari passu with the Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds following the purchase in full of all of the Senior Notes and such other Indebtedness pari passu with the Senior Notes, the Trustee shall will select the Notes and the Company shall select such other Indebtedness pari passu Indebtedness with the Notes to be purchased or redeemed on a pro rata basis unless otherwise required by law or applicable stock exchange or depositary requirementsbasis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control Triggering EventControl, the Company Issuers will be required to make a Change of Control Offer an offer to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such each Holder’s Notes at a purchase price in cash equal to at least 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchased and Liquidated Damages, if any, to, but not includingexcluding, the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase date pursuant to Section 4.15 of the Base Indenture. Within 30 days following any Change of Control Triggering Event, the Company will send a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth the procedures governing the Change of Control Offer as required by the IndentureDate. (b) If the Company Issuers or a Restricted Subsidiary of the Company Targa Resources Partners consummates any Asset Sales, within twenty five days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 50.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to make Targa Resources Partners will commence an Asset Sale Offer pursuant to Section 4.10 of the Base Indenture offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof plus accrued and unpaid interest thereon toand Liquidated Damages, but not includingif any, to the date of consummation of the purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company Targa Resources Partners (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in response to into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select then the Notes and the Company shall select such other pari passu Indebtedness to shall be purchased or redeemed on a pro rata basis unless otherwise required by law or applicable stock exchange or depositary requirementsbasis. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control Triggering EventFundamental Change, (i) from the date hereof until October 14, 2013, the Company will be required to make an offer to each Holder to repurchase all or any part of the Units at the prices (expressed as percentages of the sum of principal amount, accrued but unpaid Payment-in-Kind Interest, and default interest that has theretofore been paid in Payment-in-Kind Interest) set forth for the applicable period in Section 5(a) above plus accrued and unpaid cash interest and (ii) at all other times, the Company will be required to make an offer (such offer in the foregoing clause (i) or (ii), a “Fundamental Change of Control Offer Offer”) to each Holder to repurchase all or any part (equal to $2,000 500 or an integral multiple of $1,000 500 in excess thereof; provided that PIK Notes may be repurchased in denominations of $1.00 or an integral multiple of $1.00 in excess thereof) of such that Holder’s Notes at a purchase price in cash equal to 101100% of the aggregate principal amount thereof plus accrued and unpaid cash interest on the Notes repurchased to, but not including, and Payment-in-Kind Interest thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase interest payment date pursuant to Section 4.15 of (the Base Indenture“Fundamental Change Payment”). Within 30 ten days following any Change of Control Triggering EventFundamental Change, the Company will send mail a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth the procedures governing the Fundamental Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within twenty fifteen days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 25 million, the Company shall apply will, from and after the entire aggregate amount date of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to a Covenant Event Trigger, make an Asset Sale Offer pursuant to Section 4.10 of the Base Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes (plus all accrued cash interest and Payment-in-Kind Interest on the Indebtedness and the amount of all fees and expenses, including any Additional Notespremiums, incurred in connection therewith) and purchase or redeem such other pari passu Indebtedness that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof amount, plus accrued and unpaid interest thereon to, but not including, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of the purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in response (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company shall select such other pari passu Indebtedness to be purchased or redeemed on a pro rata basis unless otherwise basis, based on the amounts tendered or required by law to be prepaid or applicable stock exchange or depositary requirementsredeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control Triggering EventEvent occurs, unless the Issuers at such time have given notice of a redemption pursuant to Section 5 hereof, the Company Issuers will be required to make an offer (a “Change of Control Offer Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchased to, thereon to (but not including, ) the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase interest payment date pursuant to Section 4.15 (in either case, the “Change of the Base IndentureControl Payment”). Within 30 days following any Change of Control Triggering Event, the Company Issuers will send mail a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Holdings or a Restricted Subsidiary of the Company Holdings consummates any Asset Sales, within twenty 15 days of each date on which after the aggregate amount of Excess Proceeds exceeds the greater of (x) $100.0 millionmillion and (y) 10% of Consolidated EBITDA for the Applicable Measurement Period, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to make Issuers will commence an Asset Sale Offer pursuant pro rata in proportion to Section 4.10 the respective principal amounts of the Base Indenture to all Holders of Notes and all holders of such other Indebtedness that is pari passu with the Notes containing provisions similar First Lien Obligations required to those set forth in the Indenture with respect to offers to purchase be purchased or redeem with the proceeds of sales of assets redeemed, to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness First Lien Obligations that may be purchased or redeemed out with the Asset Sale Percentage of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and or such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof First Lien Obligations, plus accrued and unpaid interest thereon to, to (but not including, ) the date of consummation purchase (subject to the right of Holders on the purchaserelevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness First Lien Obligations tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsProceeds or the Issuers were not required to make an Asset Sale Offer with any Excess Proceeds as a result of the Asset Sale Percentage being less than 100%, the Company Issuers (or such Restricted Subsidiary) may use those such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness First Lien Obligations tendered in response to into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such other pari passu Indebtedness First Lien Obligations to be purchased or redeemed on a pro rata basis unless otherwise required by law or in accordance with applicable stock exchange or depositary requirementsprocedures of DTC. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control Triggering EventControl, the Company will be required to make an offer (a “Change of Control Offer to each Holder Offer”) to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of such each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchased interest, if any, to, but not includingexcluding, the date of purchase, purchase subject to the rights of Holders Noteholders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase interest payment date pursuant to Section 4.15 (the “Change of the Base IndentureControl Payment”). Within 30 days following any Change of Control Triggering EventControl, the Company will send mail a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within twenty days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 25.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to make will commence an Asset Sale Offer pursuant to Section 4.10 of the Base Indenture offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof plus accrued and unpaid interest thereon interest, if any, to, but not includingexcluding, the date of consummation of the purchase, in accordance with the procedures set forth in the Indenture. With respect to any Asset Sale Offer, the Excess Proceeds shall be applied (i) first to purchase or redeem the maximum principal amount of Senior Notes and such other pari passu Indebtedness and (ii) second, if any Excess Proceeds remain following such purchase or redemption, to purchase or redeem the maximum principal amount of Notes and such other pari passu Indebtedness. To the extent that the aggregate amount of Senior Subordinated Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Indebtedness pari passu Indebtedness with the Notes tendered in response to into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company shall select such other Indebtedness pari passu Indebtedness with the Notes to be purchased or redeemed on a pro rata basis unless otherwise required by law or applicable stock exchange or depositary requirementsbasis. If the aggregate principal amount of Senior Subordinated Notes and other Indebtedness pari passu with the Senior Subordinated Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds remaining following the purchase in full of all of the Notes and other Indebtedness pari passu with the Notes, the Trustee will select the Senior Subordinated Notes and such other Indebtedness pari passu with the Senior Subordinated Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control Triggering EventControl, each Holder of Notes will have the right to require the Company will be required to make an offer (a “Change of Control Offer to each Holder Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased torepurchased, but not including, to the date of purchase, subject to purchase (the rights “Change of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase date pursuant to Section 4.15 of the Base IndentureControl Payment”). Within 30 days following any Change of Control Triggering EventControl, the Company will send mail a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If In the Company or a Restricted Subsidiary event of an Asset Disposition that requires the Company consummates any Asset Sales, within twenty days purchase of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 millionNotes (and other First-Priority Stock Secured Debt), the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to make an Asset Sale Offer will purchase Notes tendered pursuant to Section 4.10 of an offer (an “Asset Disposition Offer”) by the Base Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with Company for the Notes containing provisions similar to those set forth (and such other First-Priority Stock Secured Debt) at a purchase price of 100% of their principal amount (or, in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem event such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to First-Priority Stock Secured Debt was issued with significant original issue discount, 100% of the principal amount accreted value thereof), without premium, plus accrued but unpaid interest and Special Interest, if any (or, in respect of the Notes and such other pari passu Indebtedness that First-Priority Stock Secured Debt, such other price, not to exceed 100%, as may be purchased or redeemed with Excess Proceeds thereof plus accrued and unpaid interest thereon to, but not including, provided for by the date terms of consummation of the purchasesuch other First-Priority Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 of the Twentieth Supplemental Indenture. To the extent that the aggregate amount If there remains a balance of Notes (including Net Available Cash after purchasing all securities tendered, then such balance may be used in any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds for any purpose manner not otherwise prohibited by the Indenture. If the aggregate principal amount purchase price of Notes and other pari passu Indebtedness the securities tendered in response to such Asset Sale Offer exceeds the amount of Excess ProceedsNet Available Cash allotted to their purchase, the Trustee shall Company will select the Notes and the Company shall select such other pari passu Indebtedness securities to be purchased or redeemed on a pro rata basis unless otherwise but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or any greater integral multiple of $1,000 in excess thereof. Notwithstanding the foregoing, the Company shall not be required to make such an Asset Disposition Offer to purchase Notes (and other First-Priority Stock Secured Debt) if the Net Available Cash available therefor is less than $100.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Asset Disposition Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by law or applicable stock exchange or depositary requirementsthe aggregate amount of such Asset Disposition Offer. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Disposition Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (aA) If there is Upon the occurrence of a Change of Control Triggering EventControl, the Company will be required to make an offer (a “Change of Control Offer Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest interest, if any, on the Notes repurchased to, but not including, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase interest payment date pursuant to Section 4.15 (the “Change of the Base IndentureControl Payment”). Within 30 days following any Change of Control Triggering EventControl, the Company will send mail a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) . A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such holders, the Company or a Restricted Subsidiary of such third party will have the Company consummates any Asset Salesright, within twenty upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to make an Asset Sale Offer following such purchase pursuant to Section 4.10 the Change of the Base Indenture Control Offer described above, to redeem all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to remain outstanding following such purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an offer a price in cash in an amount equal to 100101% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof plus accrued and unpaid interest thereon to, to but not including, excluding the date of consummation redemption. (B) If an Asset Sale is consummated, the Company may elect to redeem up to the maximum aggregate amount of Notes that can be redeemed with the Net Cash Proceeds therefrom (an “Asset Sale Redemption”), at a redemption price equal to 104.5% (100% if such redemption would occur on or after June 1, 2020) of the purchaseprincipal amount thereof, plus accrued and unpaid interest, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that such redemption shall occur within 60 days after the date on which any such Net Cash Proceeds are received upon not less than 30 nor more than 60 days’ notice (an “Asset Sale Redemption Notice”) sent electronically or mailed to each holder of Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture. To An Asset Sale Redemption Notice may not be conditional. If the extent that Company does not so send or mail an Asset Sale Redemption Notice for the maximum aggregate amount of Notes that can be redeemed (including any Additional Notesat the redemption price set forth in the preceding sentence) and other pari passu Indebtedness tendered pursuant to an with the proceeds from such Asset Sale Offer is less than on or prior to the Excess Proceeds30th day following the receipt of the Net Cash Proceeds therefrom (such date, the “Election Date”), the Company shall, on or prior to the Election Date, make an Offer to Purchase (an “Offer to Purchase”) the maximum aggregate principal of Notes that can be purchased with the Net Cash Proceeds from such Asset Sale (after giving effect to any redemption made pursuant to the preceding sentence) at a purchase price equal 104.5% (100% if such purchase would occur on or such Restricted Subsidiaryafter June 1, 2020) of the principal amount thereof, plus accrued and unpaid interest, to the date of repurchase. Following an Offer to Purchase, any remaining Net Cash Proceeds not applied to redeem or repurchase the Notes may use those Excess Proceeds be used for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in response to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such other pari passu Indebtedness to be purchased or redeemed on a pro rata basis unless otherwise required by law or applicable stock exchange or depositary requirements. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control Triggering EventControl, each Holder will have the right to require the Company will be required to make a Change of Control Offer to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of such each Holder’s 's Notes ("Change of Control Offer") at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchased toand Liquidated Damages thereon, but not includingif any, to the date of purchase, subject to purchase (the rights "Change of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase date pursuant to Section 4.15 of the Base IndentureControl Payment"). Within 30 days following any Change of Control Triggering EventControl, the Company will send mail a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Any Net Proceeds from Asset Sales that are not applied or a Restricted Subsidiary invested as provided in Section 4.10 of the Company consummates any Asset Sales, within twenty days of each date on which Indenture will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $100.0 15.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to make will commence an Asset Sale Offer pursuant to Section 4.10 of the Base Indenture offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof plus accrued and unpaid interest thereon toand Liquidated Damages thereon, but not includingif any, to the date fixed for the closing of consummation of the purchasesuch offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in response to such Asset Sale Offer surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such other pari passu Indebtedness to be purchased or redeemed on a pro rata basis unless otherwise required by law or applicable stock exchange or depositary requirementsas set forth in Sections 3.02 and 3.03 of the Indenture. Upon completion of such Asset Sale Offer, the amount of "Excess Proceeds" shall be reset to zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control Triggering EventControl, the Company Regency Energy Partners will be required to make an offer (a “Change of Control Offer Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to, but not includingexcluding, the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase date pursuant to Section 4.15 (the “Change of the Base IndentureControl Payment”). Within 30 days following any Change of Control Triggering EventControl, the Company Regency Energy Partners will send mail a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth the procedures governing the Change of Control Offer as required by the Indenture. Payment shall be made no earlier than 20 Business Days and no later than 60 days from the date such notice is mailed. (b) If the Company Issuers or a Restricted Subsidiary of the Company Regency Energy Partners consummates any Asset Sales, within twenty five days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 20.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to make Regency Energy Partners will commence an Asset Sale Offer pursuant to Section 4.10 of the Base Indenture offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof plus accrued and unpaid interest thereon to, but not includingexcluding, the date of consummation of the purchase, purchase in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) Regency Energy Partners may use those Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in response to into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select then the Notes and the Company shall select such other pari passu Indebtedness to shall be purchased or redeemed on a pro rata basis unless otherwise required by law or applicable stock exchange or depositary requirementsbasis. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control Triggering EventControl, the Company Regency Energy Partners will be required to make an offer (a “Change of Control Offer Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to, but not includingexcluding, the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase date pursuant to Section 4.15 (the “Change of the Base IndentureControl Payment”). Within 30 days following any Change of Control Triggering EventControl, the Company Regency Energy Partners will send a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth the procedures governing the Change of Control Offer as required by the Indenture. Payment shall be made no earlier than 30 days and no later than 60 days from the date such notice is sent. (b) If the Company Issuers or a Restricted Subsidiary of the Company Regency Energy Partners consummates any Asset Sales, within twenty five days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 20.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to make Regency Energy Partners will commence an Asset Sale Offer pursuant to Section 4.10 of the Base Indenture offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof plus accrued and unpaid interest thereon to, but not includingexcluding, the date of consummation of the purchase, purchase in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) Regency Energy Partners may use those Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in response to into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select then the Notes and the Company shall select such other pari passu Indebtedness to shall be purchased or redeemed on a pro rata basis unless otherwise required by law or applicable stock exchange or depositary requirementsbasis. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control Triggering EventControl, each Holder shall have the Company will be required right to require the Issuers to make an offer (a "Change of Control Offer to each Holder Offer") to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of such that Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased torepurchased, but not includingif any, to the date of purchase, subject to the rights of the Holders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase date pursuant to Section 4.15 (the "Change of the Base IndentureControl Payment"). Within 30 days following any Change of Control Triggering EventControl, the Company will send Issuers shall mail a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within twenty days 10 Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 15.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to make commence an Asset Sale Offer pursuant to Section 4.10 of the Base Indenture to all Holders and if the Company elects (or is required by the terms of Notes and such other pari passu indebtedness) all holders of other Indebtedness that is pari passu with the Notes containing provisions similar pursuant to those set forth in Section 3.09 of the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof plus accrued and unpaid interest thereon toand Special Interest, but not includingif any, to the date of consummation of the purchase, Purchase Date in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those the remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in response to such Asset Sale Offer surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such other pari passu Indebtedness to be purchased or redeemed on a pro rata basis unless otherwise required by law or applicable stock exchange or depositary requirementsbasis. Holders of Notes that are the subject of to whom an offer to purchase will Asset Sale Offer is addressed shall receive an Asset Sale Offer from the Company prior to any the related purchase date Purchase Date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control Triggering Eventoccurs, unless the Company will be required at such time has given notice of redemption with respect to make a Change of Control Offer to all outstanding Notes, each Holder will have the right to require the Company to repurchase all or any part (in a principal amount equal to $2,000 the Minimum Dollar Denomination (as defined in paragraph (7) below) or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes at pursuant to a purchase price change of control offer (the “Change of Control Offer”) on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest on the Notes repurchased torepurchased, but not including, to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase date pursuant to Section 4.15 of the Base Indenture. Within 30 days following any Change of Control Triggering EventControl, unless the Company at such time has given notice of redemption with respect to all outstanding Notes, the Company will send mail a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, and offering to repurchase Notes on the Change of Control Payment Date date specified in the notice, which date will be no earlier than 10 30 days and no later than 60 days from the date such notice is sent and setting forth the procedures governing the Change of Control Offer as required by the Indenturemailed. (b) If Any Net Proceeds from an Asset Sale not applied or invested in accordance with the Company or a Restricted Subsidiary Indenture within 365 days from the date of the Company consummates any Asset Sales, within twenty days receipt of each date on which such Net Proceeds shall constitute “Excess Proceeds.” If the aggregate amount of Excess Proceeds exceeds $100.0 20.0 million, the Company shall apply Company, or the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to applicable Restricted Subsidiary, will make an offer (an “Asset Sale Offer pursuant to Section 4.10 of the Base Indenture Offer”) to all Holders of Notes and all holders of other Indebtedness that is ranks pari passu with the such Notes containing and contains provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase purchase, on a pro rata basis, the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with out of the Excess Proceeds thereof Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount thereof, plus accrued and unpaid interest thereon to, but not including, to the date of consummation of the purchase, and will be payable in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in response to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such other pari passu Indebtedness to be purchased or redeemed on a pro rata basis unless otherwise required by law or applicable stock exchange or depositary requirements. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notescash.

REPURCHASE AT THE OPTION OF HOLDER. (aA) If there is Upon the occurrence of a Change of Control Triggering EventControl, the Company will be required to make an offer (a “Change of Control Offer Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest interest, if any, on the Notes repurchased to, but not including, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase interest payment date pursuant to Section 4.15 (the “Change of the Base IndentureControl Payment”). Within 30 ten days following any Change of Control Triggering EventControl, the Company will send mail a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth the procedures governing the Change of Control Offer as required by the Indenture. A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. If Holders of not less than 90% in aggregate principal amount of the outstanding notes validly tender and do not withdraw such notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the notes validly tendered and not withdrawn by such holders, the Company or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption. (bB) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within twenty five days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 20.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to will make an Asset Sale Offer pursuant to Section 4.10 of the Base Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to purchase purchase, prepay or redeem the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof amount, plus accrued and unpaid interest thereon tointerest, but not includingif any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of the purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Restricted Subsidiary) may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in response (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company shall select such other pari passu Indebtedness to be purchased or redeemed on a pro rata basis unless otherwise basis, based on the amounts tendered or required by law to be prepaid or applicable stock exchange or depositary requirementsredeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control Triggering Event, the Company Issuers will be required to make an offer (a “Change of Control Offer Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such each Holder’s Notes at a purchase price in cash equal to at least 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchased and Liquidated Damages, if any, to, but not includingexcluding, the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date for periods prior to such repurchase date pursuant to Section 4.15 (the “Change of the Base IndentureControl Payment”). Within 30 days following any Change of Control Triggering Event, the Company Issuers will send a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event, offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent and setting forth the procedures governing the Change of Control Offer as required by the Indenture. In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and Targa Resources Partners (or the third party making the Change of Control Offer as provided in Section 4.15(c) of the Indenture) purchases all of the Notes held by such Holders, Targa Resources Partners will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest and Liquidated Damages, if any, on the Notes that remain outstanding, to, but excluding, the date of redemption (subject to the right 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). (b) If the Company Issuers or a Restricted Subsidiary of the Company Targa Resources Partners consummates any Asset Sales, within twenty five days of each date on which the aggregate amount of Excess Proceeds exceeds $100.0 50.0 million, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) to make Targa Resources Partners will commence an Asset Sale Offer pursuant to Section 4.10 of the Base Indenture offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds thereof plus accrued and unpaid interest thereon toand Liquidated Damages, but not includingif any, to the date of consummation of the purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company Targa Resources Partners (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in response to into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select then the Notes and the Company shall select such other pari passu Indebtedness to shall be purchased or redeemed on a pro rata basis unless otherwise required by law or applicable stock exchange or depositary requirementsbasis. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.