COMMITMENT INCREASE SUPPLEMENT
Exhibit 10.1
This COMMITMENT INCREASE SUPPLEMENT (the “Commitment Increase Supplement”) is made as
of July 29, 2009 by and among TARGA RESOURCES PARTNERS LP, a Delaware limited partnership (the
“Borrower”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, the
“Administrative Agent”), Collateral Agent, Swing Line Lender and L/C Issuer and the parties
signatory hereto as the Increasing Lenders (hereinafter defined) and the New Lenders (hereinafter
defined).
RECITALS
Borrower, Administrative Agent, the Swing Line Lender, the L/C Issuer and the Lenders named
therein are parties to that certain Credit Agreement dated as of February 14, 2007 (as otherwise
amended, supplemented, restated, increased, extended, or otherwise modified from time to time, the
“Credit Agreement”). All terms used herein and not otherwise defined shall have the same
meaning given to them in the Credit Agreement.
Pursuant to Section 2.14 of the Credit Agreement, upon notice to the Administrative
Agent, Borrower has the right to cause from time to time an increase in the Aggregate Commitments
by adding to the Credit Agreement, subject to the approval of the Administrative Agent, the L/C
Issuer, and the Swing Line Lender one or more additional Lenders (referred to in Section
2.14(c) of the Credit Agreement as “additional Eligible Assignees”) and referred to herein as
the “New Lenders”), or by allowing one or more Lenders to increase their respective
Commitment (such Lenders being referred to herein as the “Increasing Lenders”), subject to
the limitations contained in such Section 2.14.
AGREEMENT
1. The Borrower and the parties signatory hereto as the Increasing Lenders and as the New
Lenders hereby agree that, from and after the date hereof, the Increasing Lenders and the New
Lenders shall have the respective Commitments as set forth on the attached Supplement to
Schedule 2.01. By its execution and delivery of this Commitment Increase Supplement, each New
Lender hereby assumes all of the rights and obligations of a Lender under the Credit Agreement.
Such Commitments of the New Lenders and the increase in the Commitments of the Increasing Lenders
shall represent an increase in the Aggregate Commitments pursuant to Section 2.14 of the
Credit Agreement.
2. Administrative Agent, Swing Line Lender, L/C Issuer, and Borrower hereby consent to and
approve the Commitment of each New Lender and the increase in the Commitment of each Increasing
Lender, and such resulting increase in the Aggregate Commitments pursuant to Section 2.14
of the Credit Agreement.
3. Each New Lender and each Increasing Lender hereby represents and warrants to the
Administrative Agent, Swing Line Lender and L/C Issuer as follows: (a) it has full power and
authority, and has taken all action necessary, to execute and deliver this Commitment Increase
Supplement, to consummate the transactions contemplated hereby and to become or to
continue to be a Lender under the Credit Agreement, (b) from and after the Increase Effective
Date (hereinafter defined), it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of its Commitment, shall have the obligations of a Lender thereunder,
and (c) it has received a copy of the Credit Agreement, together with copies of the most recent
financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such
other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Commitment Increase Supplement on the basis of which it has made such
analysis and decision independently and without reliance on the Administrative Agent, Swing Line
Lender, L/C Issuer, or any other Lender; and agrees that (1) it will, independently and without
reliance on the Administrative Agent, Swing Line Lender, L/C Issuer or any other Lender, and based
on such documents and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Loan Documents, and (2) it will
perform in accordance with their terms all of the obligations which by the terms of the Loan
Documents are required to be performed by it as a Lender.
4. This Commitment Increase Supplement shall be effective on the date (the “Increase
Effective Date”) that (i) the Borrower and each New Lender and each Increasing Lender each
execute a counterpart hereof and deliver the same to the Administrative Agent, (ii) the
Administrative Agent, Swing Line Lender, and L/C Issuer execute and deliver a counterpart hereof,
and (iii) each of the conditions to the increase in the Aggregate Commitments in Section
2.14 of the Credit Agreement shall have occurred. From and after the Increase Effective Date,
each New Lender shall be a “Lender” under the Loan Documents.
5. Upon any increase in the Aggregate Commitments pursuant Section 2.14, the Lenders
have authorized the Administrative Agent and the Borrower to make non-ratable borrowings and
prepayments of the Committed Loans, and if any such prepayment requires the payment of Eurodollar
Rate Loans other than on the last day of the applicable Interest Period, Borrower shall pay any
required amounts pursuant to Section 3.05, in order to keep the outstanding Committed Loans
ratable with any revised Applicable Percentages arising from any nonratable increase in the
Commitments under this Commitment Increase Supplement. On the Increase Effective Date, each New
Lender and each Increasing Lender shall make a Committed Loan for the account of the Borrower to
implement such provisions of Section 2.14 of the Credit Agreement.
6. Borrower (a) represents and warrants that, on and as of the Increase Effective Date, before
and after giving effect to the increase in Aggregate Commitments resulting hereunder, (i) the
representations and warranties contained in Article V of the Credit Agreement and the other
Loan Documents are true and correct in all material respects, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are true
and correct in all material respects as of such earlier date, and except that for purposes of this
Commitment Increase Supplement, the representations and warranties contained in subsection (a) of
Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to
clauses (a) and (b) of Section 6.01, and (ii) no Default exists, (b) ratifies and confirms
each of the Loan Documents, (c) agrees that all Loan Documents shall apply to the Obligations as
they are or may be increased by this Commitment Increase Supplement and (d) agrees that its
obligations and covenants under each Loan Document are otherwise unimpaired hereby and shall remain
in full force and effect.
COMMITMENT INCREASE SUPPLEMENT
2
7. This Commitment Increase Supplement may not be amended, changed, waived or modified, except
by a writing executed by the parties hereto.
8. This Commitment Increase Supplement embodies the entire agreement among each New Lender,
each Increasing Lender, the Borrower, L/C Issuer, Swing Line Lender and the Administrative Agent
with respect to the subject matter hereof and supersedes all other prior arrangements and
understandings relating to the subject matter hereof.
9. This Commitment Increase Supplement may be executed in any number of counterparts each of
which shall be deemed to be an original. Each such counterpart shall become effective when
counterparts have been executed by all parties hereto. Delivery of an executed counterpart of this
Commitment Increase Supplement by telecopier shall be effective as delivery of a manually executed
counterpart of this Commitment Increase Supplement.
10. This Commitment Increase Supplement shall be binding upon and inure to the benefit of each
New Lender and each Increasing Lender and the Borrower and its respective successors and permitted
assigns, except that neither party may assign or transfer any of its rights or obligations
hereunder without the prior written consent of the other party.
11. This Commitment Increase Supplement is a Loan Document, as defined in the Loan Agreement,
and is subject to the provisions of the Credit Agreement governing Loan Documents.
12. This Commitment Increase Supplement shall be governed by, and construed in accordance
with, the laws of the State of New York.
If requested by any New Lender or any Increasing Lender, the Borrower shall execute and
deliver to such New Lender or such Increasing Lender, as of the Increase Effective Date, a Note in
the form attached to the Credit Agreement to evidence the Commitment of such New Lender or such
Increasing Lender. If any Increasing Lender which requests a new Note is in possession of an
existing Note in the amount of its Commitment before giving effect to the increase pursuant to this
Commitment Increase Supplement (each an “Existing Note”), such Increasing Lender shall, promptly
after receipt of its new Note, xxxx such Existing Note “cancelled” and return such Existing Note to
the Borrower.
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COMMITMENT INCREASE SUPPLEMENT
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IN WITNESS WHEREOF, the Administrative Agent, Swing Line Lender, L/C Issuer, Borrower, each
New Lender, and each Increasing Lender have executed this Commitment Increase Supplement as of the
date shown above.
| TARGA RESOURCES PARTNERS LP | ||||||||
| By: | Targa Resources GP LLC, its sole general partner |
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| By: | /s/ Xxxxxxx X. Xxxxx
Vice President — Finance and Treasurer |
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Commitment Increase Supplement Signature Page
| BANK OF AMERICA, N.A., as Administrative Agent |
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| By: | /s/ Xxxxxxxx X. Carry | |||
| Name: | Xxxxxxxx X. Carry | |||
| Title: | Vice President | |||
Commitment Increase Supplement Signature Page
| BANK OF AMERICA, N.A., as L/C Issuer and Swing Line Lender |
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| By: | /s/ Xxxx X. Xxx | |||
| Name: | Xxxx X. Xxx | |||
| Title: | Vice President | |||
Commitment Increase Supplement Signature Page
| BANK OF AMERICA, N.A., as an Increasing Lender |
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| By: | /s/ Xxxx X. Xxx | |||
| Name: | Xxxx X. Xxx | |||
| Title: | Vice President | |||
Commitment Increase Supplement Signature Page
| BARCLAYS BANK PLC, as a New Lender |
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| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Vice President | |||
Commitment Increase Supplement Signature Page
| UBS LOAN FINANCE LLC, as an Increasing Lender |
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| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Associate Director | |||
| By: | /s/ Xxxx X. Xxxx | |||
| Name: | Xxxx X. Xxxx | |||
| Title: | Associate Director | |||
Commitment Increase Supplement Signature Page
| DEUTSCHE BANK TRUST COMPANY AMERICAS, as an Increasing Lender |
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| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Vice President | |||
Commitment Increase Supplement Signature Page
| ROYAL BANK OF CANADA, as an Increasing Lender |
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| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Authorized Signatory | |||
Commitment Increase Supplement Signature Page
| COMPASS BANK, as an Increasing Lender |
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| By: | /s/ Xxxx Xxxxxxxxx | |||
| Name: | Xxxx Xxxxxxxxx | |||
| Title: | Vice President | |||
Commitment Increase Supplement Signature Page
| CITIBANK, N.A., as an Increasing Lender |
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| By: | /s/ Xxxx Xxxxx | |||
| Name: | Xxxx Xxxxx | |||
| Title: | Vice President | |||
Commitment Increase Supplement Signature Page
| CAPITAL ONE, N.A., as a New Lender |
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| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Assistant Vice President | |||
Commitment Increase Supplement Signature Page
SUPPLEMENT TO SCHEDULE 2.01
OF THE CREDIT AGREEMENT
OF THE CREDIT AGREEMENT
| Existing | New | Amount of | ||||||||||
| Commitment | Commitment | Commitment | ||||||||||
| Lender | Amount | Amount | Increase | |||||||||
Bank of America, N.A. |
$ | 54,000,000 | $ | 57,000,000 | $ | 3,000,000 | ||||||
Barclays Bank PLC |
— | $ | 55,000,000 | $ | 55,000,000 | |||||||
UBS Loan Finance LLC |
$ | 25,000,000 | $ | 31,000,000 | $ | 6,000,000 | ||||||
Deutsche Bank Trust Company Americas |
$ | 36,500,000 | $ | 46,500,000 | $ | 10,000,000 | ||||||
Royal Bank of Canada |
$ | 51,000,000 | $ | 56,000,000 | $ | 5,000,000 | ||||||
Compass Bank |
$ | 46,500,000 | $ | 55,000,000 | $ | 8,500,000 | ||||||
Citibank, NA |
$ | 35,000,000 | $ | 45,000,000 | $ | 10,000,000 | ||||||
Capital One, N.A. |
— | $ | 30,000,000 | $ | 30,000,000 | |||||||
TOTAL |
$ | 127,500,000 | ||||||||||
Commitment Increase Supplement — Supplement to Schedule 2.01
CONSENT AND AGREEMENT
July 29, 2009
July 29, 2009
The undersigned Guarantors each hereby consents to the provisions of this Commitment Increase
Supplement and the transactions contemplated herein and hereby ratifies and confirms each of the
Loan Documents to which it is a party, and, without limiting the foregoing, agree that such Loan
Documents shall apply to the Obligations as they are or may be increased by this Commitment
Increase Supplement and that its obligations and covenants under such Loan Documents are otherwise
unimpaired hereby and shall remain in full force and effect.
| TARGA RESOURCES OPERATING LP | ||||
| By: | Targa Resources Operating GP LLC, its sole general partner |
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| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Xxxxxxx X. Xxxxx | ||||
| Vice President — Finance and Treasurer | ||||
| TARGA RESOURCES OPERATING GP LLC |
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| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Xxxxxxx X. Xxxxx | ||||
| Vice President — Finance and Treasurer | ||||
| TARGA NORTH TEXAS LP |
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| By: | Targa North Texas GP LLC, its sole general partner |
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| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Xxxxxxx X. Xxxxx | ||||
| Vice President — Finance and Treasurer | ||||
| TARGA NORTH TEXAS GP LLC |
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| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Xxxxxxx X. Xxxxx | ||||
| Vice President — Finance and Treasurer | ||||
Commitment Increase Supplement —
Consent and Agreement Signature Page
Consent and Agreement Signature Page
| TARGA INTRASTATE PIPELINE LLC |
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| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Xxxxxxx X. Xxxxx | ||||
| Vice President — Finance and Treasurer | ||||
| TARGA RESOURCES TEXAS GP LLC |
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| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Xxxxxxx X. Xxxxx | ||||
| Vice President — Finance and Treasurer | ||||
| TARGA TEXAS FIELD SERVICES LP | ||||
| By: | Targa Resources Texas GP LLC, its sole general partner |
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| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Xxxxxxx X. Xxxxx | ||||
| Vice President — Finance and Treasurer | ||||
| TARGA LOUISIANA FIELD SERVICES LLC |
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| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Xxxxxxx X. Xxxxx | ||||
| Vice President — Finance and Treasurer | ||||
| TARGA LOUISIANA INTRASTATE LLC |
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| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Xxxxxxx X. Xxxxx | ||||
| Vice President — Finance and Treasurer | ||||
Commitment Increase Supplement —
Consent and Agreement Signature Page
Consent and Agreement Signature Page
