exv4w1






Exhibit 4.1


 



 






TARGA RESOURCES PARTNERS LP




TARGA RESOURCES PARTNERS FINANCE CORPORATION




AND EACH OF THE GUARANTORS PARTY HERETO




81/4% SENIOR NOTES DUE 2016




 



INDENTURE




Dated as of June 18, 2008




 






U.S. BANK NATIONAL ASSOCIATION




Trustee



  





 





 









 





CROSS-REFERENCE TABLE*




	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	310(a)(1)
	 	7.10
	(a)(2)
	 	7.10
	(a)(3)
	 	N.A.
	(a)(4)
	 	N.A.
	(a)(5)
	 	7.10
	(b)
	 	7.10
	(c)
	 	N.A.
	311(a)
	 	7.11
	(b)
	 	7.11
	(c)
	 	N.A.
	312(a)
	 	2.05
	(b)
	 	12.03
	(c)
	 	12.03
	313(a)
	 	7.06
	(b)(1)
	 	N.A.
	(b)(2)
	 	7.06; 7.07
	(c)
	 	7.06; 12.02
	(d)
	 	7.06
	314(a)
	 	4.03; 12.02; 12.05
	(b)
	 	N.A.
	(c)(1)
	 	12.04
	(c)(2)
	 	12.04
	(c)(3)
	 	N.A.
	(d)
	 	N.A.
	(e)
	 	12.05
	(f)
	 	N.A.
	315(a)
	 	7.05; 12.02
	(b)
	 	7.01
	(c)
	 	7.01
	(d)
	 	6.11
	(e)
	 	2.09
	316(a)(last sentence)
	 	2.09
	(a)(1)(A)
	 	6.05
	(a)(1)(B)
	 	6.04
	(a)(2)
	 	6.07
	(b)
	 	6.07
	(c)
	 	2.12
	317(a)(1)
	 	6.08
	(a)(2)
	 	6.09
	(b)
	 	2.04
	318(a)
	 	12.01
	(b)
	 	N.A.
	(c)
	 	12.01








 




			
	 	 	N.A. means not applicable.
	 
	*	 	This Cross Reference Table is not part of the Indenture.





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE 1
	 	 	 	 
	 
	 	 	 	 
	DEFINITIONS AND INCORPORATION BY REFERENCE

	 	 	 	 
	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Other Definitions
	 	 	28	 
	Section 1.03 Incorporation by Reference of Trust Indenture Act
	 	 	28	 
	Section 1.04 Rules of Construction
	 	 	29	 
	 
	ARTICLE 2
	 	 	 	 
	 
	 	 	 	 
	THE NOTES
	 	 	 	 
	 
	 	 	 	 
	Section 2.01 Form and Dating
	 	 	29	 
	Section 2.02 Execution and Authentication
	 	 	30	 
	Section 2.03 Registrar and Paying Agent
	 	 	31	 
	Section 2.04 Paying Agent to Hold Money in Trust
	 	 	31	 
	Section 2.05 Holder Lists
	 	 	31	 
	Section 2.06 Transfer and Exchange
	 	 	32	 
	Section 2.07 Replacement Notes
	 	 	46	 
	Section 2.08 Outstanding Notes
	 	 	47	 
	Section 2.09 Treasury Notes
	 	 	47	 
	Section 2.10 Temporary Notes
	 	 	47	 
	Section 2.11 Cancellation
	 	 	48	 
	Section 2.12 Defaulted Interest
	 	 	48	 
	 
	ARTICLE 3
	 	 	 	 
	 
	 	 	 	 
	REDEMPTION AND REPURCHASE
	 	 	 	 
	 
	 	 	 	 
	Section 3.01 Notices to Trustee
	 	 	48	 
	Section 3.02 Selection of Notes to Be Redeemed
	 	 	49	 
	Section 3.03 Notice of Redemption
	 	 	49	 
	Section 3.04 Effect of Notice of Redemption
	 	 	50	 
	Section 3.05 Deposit of Redemption or Purchase Price
	 	 	50	 
	Section 3.06 Notes Redeemed or Purchased in Part
	 	 	50	 
	Section 3.07 Optional Redemption
	 	 	51	 
	Section 3.08 [Reserved]
	 	 	52	 
	Section 3.09 Offer to Purchase by Application of Excess Proceeds
	 	 	52	 






i









 






	 	 	 	 	 
	 	 	Page
	ARTICLE 4
	 	 	 	 
	 
	 	 	 	 
	COVENANTS
	 	 	 	 
	 
	 	 	 	 
	Section 4.01 Payment of Notes
	 	 	54	 
	Section 4.02 Maintenance of Office or Agency
	 	 	54	 
	Section 4.03 Reports
	 	 	55	 
	Section 4.04 Compliance Certificate
	 	 	56	 
	Section 4.05 Taxes
	 	 	56	 
	Section 4.06 Stay, Extension and Usury Laws
	 	 	56	 
	Section 4.07 Restricted Payments
	 	 	56	 
	Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries
	 	 	60	 
	Section 4.09 Incurrence of Indebtedness and Issuance of Disqualified Equity
	 	 	62	 
	Section 4.10 Asset Sales
	 	 	65	 
	Section 4.11 Transactions with Affiliates
	 	 	66	 
	Section 4.12 Liens
	 	 	68	 
	Section 4.13 [Reserved]
	 	 	69	 
	Section 4.14 Corporate Existence
	 	 	69	 
	Section 4.15 Offer to Repurchase Upon Change of Control
	 	 	69	 
	Section 4.16 Limitation on Sale and Leaseback Transactions
	 	 	71	 
	Section 4.17 Payments for Consent
	 	 	71	 
	Section 4.18 Additional Guarantees
	 	 	71	 
	Section 4.19 Designation of Restricted and Unrestricted Subsidiaries
	 	 	72	 
	Section 4.20 Termination of Covenants
	 	 	72	 
	 
	ARTICLE 5
	 	 	 	 
	 
	 	 	 	 
	SUCCESSORS
	 	 	 	 
	 
	 	 	 	 
	Section 5.01 Merger, Consolidation, or Sale of Assets
	 	 	73	 
	Section 5.02 Successor Person Substituted
	 	 	75	 
	 
	ARTICLE 6
	 	 	 	 
	 
	 	 	 	 
	DEFAULTS AND REMEDIES
	 	 	 	 
	 
	 	 	 	 
	Section 6.01 Events of Default
	 	 	75	 
	Section 6.02 Acceleration
	 	 	77	 
	Section 6.03 Other Remedies
	 	 	78	 
	Section 6.04 Waiver of Past Defaults
	 	 	78	 
	Section 6.05 Control by Majority
	 	 	78	 
	Section 6.06 Limitation on Suits
	 	 	79	 
	Section 6.07 Rights of Holders of Notes to Receive Payment
	 	 	79	 
	Section 6.08 Collection Suit by Trustee
	 	 	79	 
	Section 6.09 Trustee May File Proofs of Claim
	 	 	79	 
	Section 6.10 Priorities
	 	 	80	 
	Section 6.11 Undertaking for Costs
	 	 	80	 
	Section 6.12 Willful Action or Inaction
	 	 	81	 






ii









 






	 	 	 	 	 
	 	 	Page
	ARTICLE 7
	 	 	 	 
	 
	 	 	 	 
	TRUSTEE
	 	 	 	 
	 
	 	 	 	 
	Section 7.01 Duties of Trustee.
	 	 	81	 
	Section 7.02 Rights of Trustee.
	 	 	82	 
	Section 7.03 Individual Rights of Trustee.
	 	 	83	 
	Section 7.04 Trustee’s Disclaimer.
	 	 	83	 
	Section 7.05 Notice of Defaults.
	 	 	83	 
	Section 7.06 Reports by Trustee to Holders of the Notes.
	 	 	83	 
	Section 7.07 Compensation and Indemnity.
	 	 	83	 
	Section 7.08 Replacement of Trustee.
	 	 	84	 
	Section 7.09 Successor Trustee by Merger, etc.
	 	 	85	 
	Section 7.10 Eligibility; Disqualification.
	 	 	86	 
	Section 7.11 Preferential Collection of Claims Against the Issuers.
	 	 	86	 
	 
	ARTICLE 8
	 	 	 	 
	 
	 	 	 	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 	 	 	 
	 
	 	 	 	 
	Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.
	 	 	86	 
	Section 8.02 Legal Defeasance and Discharge.
	 	 	86	 
	Section 8.03 Covenant Defeasance.
	 	 	87	 
	Section 8.04 Conditions to Legal or Covenant Defeasance.
	 	 	87	 
	Section 8.05 Deposited Money and Government Securities to Be Held in Trust;
Other Miscellaneous Provisions.
	 	 	89	 
	Section 8.06 Repayment to the Issuers.
	 	 	89	 
	Section 8.07 Reinstatement.
	 	 	90	 
	 
	ARTICLE 9
	 	 	 	 
	 
	 	 	 	 
	AMENDMENT, SUPPLEMENT AND WAIVER
	 	 	 	 
	 
	 	 	 	 
	Section 9.01 Without Consent of Holders of Notes.
	 	 	90	 
	Section 9.02 With Consent of Holders of Notes.
	 	 	91	 
	Section 9.03 Compliance with Trust Indenture Act.
	 	 	92	 
	Section 9.04 Revocation and Effect of Consents.
	 	 	93	 
	Section 9.05 Notation on or Exchange of Notes.
	 	 	93	 
	Section 9.06 Trustee to Sign Amendments, etc.
	 	 	93	 
	 
	ARTICLE 10
	 	 	 	 
	 
	 	 	 	 
	NOTE GUARANTEES
	 	 	 	 
	 
	 	 	 	 
	Section 10.01 Guarantee.
	 	 	93	 
	Section 10.02 Limitation on Guarantor Liability.
	 	 	95	 
	Section 10.03 Execution and Delivery of Note Guarantee.
	 	 	95	 
	Section 10.04 Guarantors May Consolidate, etc., on Certain Terms.
	 	 	95	 
	Section 10.05 Releases.
	 	 	96	 






iii









 






	 	 	 	 	 
	 	 	Page
	ARTICLE 11
	 	 	 	 
	 
	 	 	 	 
	SATISFACTION AND DISCHARGE
	 	 	 	 
	 
	 	 	 	 
	Section 11.01 Satisfaction and Discharge
	 	 	97	 
	Section 11.02 Application of Trust Money
	 	 	98	 






ARTICLE 12




MISCELLANEOUS





	 	 	 	 	 
	Section 12.01 Trust Indenture Act Controls
	 	 	99	 
	Section 12.02 Notices
	 	 	99	 
	Section 12.03 Communication by Holders of Notes with Other Holders of Notes
	 	 	100	 
	Section 12.04 Certificate and Opinion as to Conditions Precedent
	 	 	101	 
	Section 12.05 Statements Required in Certificate or Opinion
	 	 	101	 
	Section 12.06 Rules by Trustee and Agents
	 	 	101	 
	Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders
	 	 	101	 
	Section 12.08 Governing Law
	 	 	102	 
	Section 12.09 No Adverse Interpretation of Other Agreements
	 	 	102	 
	Section 12.10 Successors
	 	 	102	 
	Section 12.11 Severability
	 	 	102	 
	Section 12.12 Counterpart Originals
	 	 	102	 
	Section 12.13 Table of Contents, Headings, etc.
	 	 	102	 
	 
	EXHIBITS
	 	 	 	 
	 
	Exhibit A FORM OF NOTE
	 	 	 	 
	Exhibit B FORM OF CERTIFICATE OF TRANSFER
	 	 	 	 
	Exhibit C FORM OF CERTIFICATE OF EXCHANGE
	 	 	 	 
	Exhibit D FORM OF CERTIFICATE ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
	 	 	 	 
	Exhibit E FORM OF NOTATION OF GUARANTEE
	 	 	 	 
	Exhibit F FORM OF SUPPLEMENTAL INDENTURE
	 	 	 	 
	 
	 	 	 	 
	SCHEDULE
	 	 	 	 
	 
	 	 	 	 
	Schedule 4.11 AFFILIATE TRANSACTIONS
	 	 	 	 






iv









 





          INDENTURE dated as of June 18, 2008 among TARGA RESOURCES PARTNERS LP, a Delaware limited
partnership (“Targa Resources Partners”), and TARGA RESOURCES PARTNERS FINANCE CORPORATION, a
Delaware corporation (“Finance Corp.” and, together with Targa Resources Partners, the “Issuers”),
the Guarantors (as defined) and U.S. BANK NATIONAL ASSOCIATION, as trustee.




          The Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other and
for the equal and ratable benefit of the Holders (as defined) of the 81/4% Senior Notes due 2016 (the
“Notes”):




ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE




     Section 1.01 Definitions.



          “144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing
the Global Note Legend and the Private Placement Legend, deposited with the Custodian and
registered in the name of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.




          “Acquired Debt” means, with respect to any specified Person:





          (1) Indebtedness of any other Person existing at the time such other Person is merged
with or into or becomes a Subsidiary of such specified Person, whether or not such
Indebtedness is incurred in connection with, or in contemplation of, such other Person
merging with or into, or becoming a Subsidiary of, such specified Person, but excluding
Indebtedness which is extinguished, retired or repaid in connection with such Person
merging with or into or becoming a Subsidiary of such specified Person; and




          (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified
Person.



     “Additional Notes” means additional Notes (other than the Initial Notes) issued under this
Indenture in accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the
Initial Notes.



     "Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For
purposes of this definition, “control,” as used with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies
of such Person, whether through the ownership of voting securities, by agreement or otherwise;
provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to
be control; provided, further, that any third Person which also beneficially owns 10% or more of
the Voting Stock of a specified Person shall not be deemed to be an Affiliate of either the
specified Person or the other Person merely because of such common ownership in such specified
Person. For purposes of this definition, the terms “controlling,” “controlled by” and “under
common control with” have correlative meanings.



1









 





     “Agent” means any Registrar or Paying Agent.



     “Applicable Premium” means, with respect to any Note on any redemption date, the greater of:



     (1) 1.0% of the principal amount of the Note; or



     (2) the excess of: (a) the present value at such Redemption Date of (i) the
redemption price of the Note at July 1, 2012 (such redemption price being set forth in the
table appearing in Section 3.07 hereof) plus (ii) all required interest payments due on the
Note through July 1, 2012 (excluding accrued but unpaid interest to the Redemption Date),
computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus
50 basis points; over (b) the principal amount of the Note.



     “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial
interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream
that apply to such transfer or exchange.



     “Asset Sale” means:




          (1) the sale, lease, conveyance or other disposition of any properties or assets;
provided, however, that the sale, lease, conveyance or other disposition of all or
substantially all of the properties or assets of Targa Resources Partners and its
Subsidiaries taken as a whole will be governed by Section 4.15 hereof and/or Section 5.01
hereof and not by Section 4.10 hereof; and




          (2) the issuance of Equity Interests in any of Targa Resources Partners’ Restricted
Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries.




          Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:




          (1) any single transaction or series of related transactions that involves properties
or assets having a Fair Market Value of less than $25.0 million;




          (2) a transfer of properties or assets between or among Targa Resources Partners and
its Restricted Subsidiaries;




          (3) an issuance or sale of Equity Interests by a Restricted Subsidiary of Targa
Resources Partners to Targa Resources Partners or to a Restricted Subsidiary of Targa
Resources Partners;




          (4) the sale or lease of products, equipment, services or accounts receivable in the
ordinary course of business and any sale or other disposition of damaged, worn-out or
obsolete properties or assets in the ordinary course of business;



2









 






          (5) the sale or other disposition of cash or Cash Equivalents, Hedging Obligations or
other financial instruments in the ordinary course of business;




          (6) a Restricted Payment that does not violate Section 4.07 hereof or a Permitted
Investment;




          (7) any trade or exchange by Targa Resources Partners or any Restricted Subsidiary of
properties or assets of any type for properties or assets of any type owned or held by
another Person, including any disposition of some but not all of the Equity Interests of a
Restricted Subsidiary in exchange for assets or properties and after which the Person whose
Equity Interests have been so disposed of continues to be a Restricted Subsidiary, provided
that the Fair Market Value of the properties or assets traded or exchanged by Targa
Resources Partners or such Restricted Subsidiary (together with any cash or Cash
Equivalents and liabilities assumed) is reasonably equivalent to the Fair Market Value of
the properties or assets (together with any cash or Cash Equivalents and liabilities
assumed) to be received by Targa Resources Partners or such Restricted Subsidiary; and
provided, further, that any cash received must be applied in accordance with Section 4.10
hereof;




          (8) the creation or perfection of a Lien that is not prohibited by Section 4.12 hereof
and any disposition in connection with a Permitted Lien;




          (9) dispositions of Investments in Joint Ventures to the extent required by, or made
pursuant to customary buy/sell arrangements between the Joint Venture parties set forth in,
Joint Venture agreements or any similar binding arrangements:




          (10) surrender or waiver of contract rights or the settlement, release or surrender of
contract, tort or other claims of any kind; and




          (11) the grant in the ordinary course of business of any non-exclusive license of
patents, trademarks, registrations therefor and other similar intellectual property.



          “Attributable Debt” in respect of a sale and leaseback transaction means, at the time of
determination, the present value of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such sale and leaseback transaction including any period
for which such lease has been extended or may, at the option of the lessor, be extended. Such
present value shall be calculated using a discount rate equal to the rate of interest implicit in
such transaction, determined in accordance with GAAP; provided, however, that if such sale and
leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented
thereby will be determined in accordance with the definition of “Capital Lease Obligation.”




          “Available Cash” has the meaning assigned to such term in the Partnership Agreement, as in
effect on the date of this Indenture.




          “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief
of debtors.




3









 








          “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under
the Exchange Act, except that in calculating the beneficial ownership of any particular “person”
(as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to
have beneficial ownership of all securities that such “person” has the right to acquire by
conversion or exercise of other securities, whether such right is currently exercisable or is
exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned”
have a corresponding meaning.




          “Board of Directors” means:





          (1) with respect to a corporation, the board of directors of the corporation or any
committee thereof duly authorized to act on behalf of such board;




          (2) with respect to a partnership, the board of directors or board of managers of the
general partner of the partnership, or, if such general partner is itself a limited
partnership, then the board of directors or board of managers of its general partner;




          (3) with respect to a limited liability company, the board of managers or directors,
the managing member or members or any controlling committee of managing members thereof;
and




          (4) with respect to any other Person, the board or committee of such Person serving a
similar function.



          “Broker-Dealer” has the meaning attributed to the term “Participating Broker-Dealer” in the
initial Registration Rights Agreement.




          “Business Day” means any day other than a Legal Holiday.




          “Capital Lease Obligation” means, at the time any determination is to be made, the amount of
the liability in respect of a capital lease that would at that time be required to be capitalized
on a balance sheet prepared in accordance with GAAP.




          “Capital Stock” means:





          (1) in the case of a corporation, corporate stock;




          (2) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock;




          (3) in the case of a partnership or limited liability company, partnership interests
(whether general or limited) or membership interests; and




          (4) any other interest or participation that confers on a Person the right to receive
a share of the profits and losses of, or distributions of assets of, the issuing Person,



4









 




but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether
or not such debt securities include any right of participation with Capital Stock.




          “Cash Equivalents” means:





          (1) United States dollars or, in an amount up to the amount necessary or appropriate
to fund local operating expenses, other currencies;




          (2) securities issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality of the United States government (provided that
the full faith and credit of the United States is pledged in support of those securities)
having maturities of not more than one year from the date of acquisition;




          (3) certificates of deposit and eurodollar time deposits with maturities of six months
or less from the date of acquisition, bankers’ acceptances with maturities not exceeding
six months and overnight bank deposits, in each case, with any domestic commercial bank
having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of
“B” or better;




          (4) repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (2) and (3) above entered into with any
financial institution meeting the qualifications specified in clause (3) above;




          (5) commercial paper having one of the two highest ratings obtainable from Moody’s or
S&P and, in each case, maturing within six months after the date of acquisition; and




          (6) money market funds at least 95% of the assets of which constitute Cash Equivalents
of the kinds described in clauses (1) through (5) of this definition.



          “Change of Control” means the occurrence of any of the following:





          (1) the direct or indirect sale, lease, transfer, conveyance or other disposition
(other than by way of merger or consolidation), in one or a series of related transactions,
of all or substantially all of the properties or assets of Targa Resources Partners and its
Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of
the Exchange Act), which occurrence is followed by a Ratings Decline within 90 days;




          (2) the adoption of a plan relating to the liquidation or dissolution of Targa
Resources Partners or the removal of the General Partner by the limited partners of Targa
Resources Partners;




          (3) the consummation of any transaction (including, without any merger or
consolidation), the result of which is that any “person” (as defined above), other than a
Qualified Owner, becomes the Beneficial Owner, directly or indirectly, of more than 50% of
the Voting Stock of the General Partner or of Targa Resources Partners, measured by voting
power rather than number of shares, units or the like, and as a result of such transaction
TRI is no longer the Beneficial Owner, directly or indirectly, of



5









 






more than 50% of the Voting Stock of either the General Partner or Targa Resources
Partners, measured by voting power rather than number of shares, units or the like, which
occurrence is followed by a Ratings Decline within 90 days; or




          (4) the first day on which a majority of the members of the Board of Directors of the
General Partner are not Continuing Directors, which occurrence is followed by a Ratings
Decline within 90 days.



          Notwithstanding the preceding, a conversion of Targa Resources Partners from a limited
partnership to a corporation, limited liability company or other form of entity or an exchange of
all of the outstanding limited partnership interests for capital stock in a corporation, for member
interests in a limited liability company or for Equity Interests in such other form of entity shall
not constitute a Change of Control, so long as following such conversion or exchange the “persons”
(as defined above) who Beneficially Owned the Capital Stock of Targa Resources Partners immediately
prior to such transactions continue to Beneficially Own in the aggregate more than 50% of the
Voting Stock of such entity, or continue to Beneficially Own sufficient Equity Interests in such
entity to elect a majority of its directors, managers, trustees or other persons serving in a
similar capacity for such entity, and, in either case TRI Beneficially Owns more than 50% of the
Voting Stock of such entity.




          “Clearstream” means Clearstream Banking, Société Anonyme, or any successor securities
clearance agency.




          “Company Order” means a written order delivered to the Trustee by Targa Resources Partners and
executed on its behalf by an Officer of the General Partner.




          “Consolidated Cash Flow” means, with respect to any specified Person for any period, the
Consolidated Net Income of such Person for such period plus, without duplication:





          (1) an amount equal to (i) any extraordinary loss plus (ii) any net loss realized by
such Person or any of its Restricted Subsidiaries in connection with an Asset Sale or the
disposition of any securities by such Person or any of its Restricted Subsidiaries or the
extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries, in
each case, to the extent such losses were deducted in computing such Consolidated Net
Income; plus




          (2) provision for taxes based on income or profits of such Person and its Restricted
Subsidiaries for such period, to the extent that such provision for taxes was deducted in
computing such Consolidated Net Income; plus




          (3) the consolidated interest expense of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued (including amortization of debt issuance costs and
original issue discount, non-cash interest payments, the interest component of any deferred
payment obligations, the interest component of all payments associated with Capital Lease
Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and
other fees and charges incurred in respect of letter of credit or bankers’ acceptance
financings, and net of the effect of all payments, if any,



6









 






made or received pursuant to interest-rate Hedging Obligations), to the extent that
any such expense was deducted in computing such Consolidated Net Income; plus




          (4) depreciation, amortization (including amortization of intangibles but excluding
amortization of prepaid cash expenses that were paid in a prior period) and other non-cash
expenses (excluding any such non-cash expense to the extent that it represents an accrual
of or reserve for cash expenses in any future period or amortization of a prepaid cash
expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for
such period to the extent that such depreciation, amortization and other non-cash expenses
were deducted in computing such Consolidated Net Income; plus




          (5) unrealized non-cash losses resulting from foreign currency balance sheet
adjustments required by GAAP to the extent such losses were deducted in computing such
Consolidated Net Income; plus




          (6) all extraordinary, unusual or non-recurring items of gain or loss, or revenue or
expense; minus




          (7) non-cash items increasing such Consolidated Net Income for such period, other than
items that were accrued in the ordinary course of business,


in each case, on a consolidated basis and determined in accordance with GAAP.




          “Consolidated Net Income” means, with respect to any specified Person for any period, the
aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a
consolidated basis, determined in accordance with GAAP; provided that:





          (1) the aggregate Net Income (but not loss) of any Person that is not a Restricted
Subsidiary or that is accounted for by the equity method of accounting will be included
only to the extent of the amount of dividends or similar distributions paid in cash to the
specified Person or a Restricted Subsidiary of the Person; provided that with respect to
any Joint Venture, the aggregate Net Income of such Joint Venture will be included to the
extent of Targa Resources Partners’ and a Restricted Subsidiary’s percent ownership of such
Joint Venture so long as the declaration or payment of dividends or similar distributions
by such Joint Venture of that Net Income is at the date of determination permitted without
any prior governmental approval (that has not been obtained) or, directly or indirectly, by
operation of the terms of its charter or any agreement, instrument, judgment, decree,
order, statute, rule or governmental regulation applicable to that Joint Venture or its
stockholders, partners or members;




          (2) the Net Income of any Restricted Subsidiary that is not a Guarantor will be
excluded to the extent that the declaration or payment of dividends or similar
distributions by that Restricted Subsidiary of that Net Income is not at the date of
determination permitted without any prior governmental approval (that has not been
obtained) or, directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Restricted Subsidiary or its stockholders, partners or members;



7









 






          (3) the cumulative effect of a change in accounting principles will be excluded;




          (4) unrealized losses and gains under derivative instruments included in the
determination of Consolidated Net Income, including those resulting from the application of
Statement of Financial Accounting Standards No. 133 will be excluded; and




          (5) any charges relating to any premium or penalty paid, write off of deferred finance
costs or other charges in connection with redeeming or retiring any Indebtedness prior to
its Stated Maturity will be excluded.



          “Consolidated Net Tangible Assets” means, with respect to any Person at any date of
determination, the aggregate amount of total assets included in such Person’s most recent quarterly
or annual consolidated balance sheet prepared in accordance with GAAP less applicable reserves
reflected in such balance sheet, after (i) adding the aggregate incremental amount of total assets
that would have resulted from an acquisition of assets from an Affiliate that is accounted for as a
pooling had it been accounted for using purchase accounting and (ii) deducting the following
amounts: (a) all current liabilities reflected in such balance sheet, and (b) all goodwill,
trademarks, patents, unamortized debt discounts and expenses and other like intangibles reflected
in such balance sheet.




          “Continuing Directors” means, as of any date of determination, any member of the Board of
Directors of the General Partner who:





          (1) was a member of such Board of Directors on the date of this Indenture; or




          (2) was nominated for election or elected to such Board of Directors with the approval
of a majority of the Continuing Directors who were members of such Board of Directors at
the time of such nomination or election,



          “Corporate Trust Office of the Trustee” means the office of the Trustee in the City of New
York at which at any time its corporate trust business shall be administered, which office at the
date hereof is located at 100 Wall Street, Suite 1600, New York, New York 10005, Attn: Corporate
Trust Department, or such other address in the City of New York as the Trustee may designate from
time to time by notice to the Holders and the Issuers, or the principal corporate trust office in
the City of New York of any successor Trustee (or such other address as a successor Trustee may
designate from time to time by notice to the Holders and the Issuers).




          “Credit Agreement” means that certain Credit Agreement, dated February 14, 2007 and amended
October 24, 2007, by and among Targa Resources Partners LP, as Borrower, Bank of America, N.A., as
Administrative Agent, Wachovia Bank, N.A., as Syndication Agent, Merrill Lynch Capital, Royal Bank
of Canada and The Royal Bank of Scotland PLC, as Co-Documentation Agents, and the other lenders
party thereto, including any related notes, Guarantees, collateral documents, instruments and
agreements executed in connection therewith, and, in each case, as amended, restated, modified,
renewed, refunded, replaced or refinanced in whole or in part from time to time.





8











 





          “Credit Facilities” means, one or more debt facilities (including the Credit Agreement) or
commercial paper facilities, in each case, with banks or other institutional lenders providing for
revolving credit loans, term loans, accounts receivable financing (including through the sale of
accounts receivable to such lenders or to special purpose entities formed to borrow from such
lenders against such accounts receivable) or letters of credit, in each case, as amended, restated,
modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities
to institutional investors) in whole or in part from time to time.




          “Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any
successor entity thereto.




          “Default” means any event that is, or with the passage of time or the giving of notice or both
would be, an Event of Default.




          “Definitive Note” means a certificated Note registered in the name of the Holder thereof and
issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto except
that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges
of Interests in the Global Note’ attached thereto.




          “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global
form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and
any and all successors thereto appointed as Depositary hereunder and having become such pursuant to
the applicable provision of this Indenture.




          “Disqualified Equity” means any Equity Interest that, by its terms (or by the terms of any
security into which it is convertible, or for which it is exchangeable, in each case, at the option
of the holder of the Equity Interest), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the
option of the holder of the Equity Interest, in whole or in part, on or prior to the date that is
91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any
Equity Interest that would constitute Disqualified Equity solely because the holders of the Equity
Interest have the right to require Targa Resources Partners to repurchase such Equity Interest upon
the occurrence of a change of control or an asset sale will not constitute Disqualified Equity if
the terms of such Equity Interest provide that Targa Resources Partners may not repurchase or
redeem any such Equity Interest pursuant to such provisions unless such repurchase or redemption
complies with Section 4.07 hereof.




          “Domestic Subsidiary” means any Restricted Subsidiary of Targa Resources Partners that was
formed under the laws of the United States or any state of the United States or the District of
Columbia and all of whose outstanding Capital Stock is Beneficially Owned by Targa Resources
Partners.




          “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire
Capital Stock (but excluding any debt security that is convertible into, or exchangeable for,
Capital Stock).




9









 








          “Equity Offering” means any public or private sale of Equity Interests (other than
Disqualified Equity) made for cash on a primary basis by Targa Resources Partners after the date of
this Indenture.




          “Euroclear” means Euroclear Bank S.A./N.V., or any successor securities clearance agency.




          “Exchange Notes” means the Notes issued in an Exchange Offer pursuant to Section 2.06(f)
hereof. “Exchange Offer” has the meaning set forth in the applicable Registration Rights
Agreement.




          “Exchange Offer Registration Statement” has the meaning set forth in the applicable
Registration Rights Agreement.




          “Existing Indebtedness” means the aggregate principal amount of Indebtedness of Targa
Resources Partners and its Subsidiaries (other than Indebtedness under the Credit Agreement) in
existence on the date of this Indenture, until such amounts are repaid.




          “Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated
willing seller in a transaction not involving distress or necessity of either party, determined in
good faith by the Board of Directors of the General Partner in the case of amounts over $50.0
million and otherwise by an executive officer of the General Partner.




          “FERC Subsidiary” means a Restricted Subsidiary of Targa Resources Partners that is subject to
the regulatory jurisdiction of the Federal Energy Regulatory Commission (or any successor thereof)
under Section 7(c) of the Natural Gas Act of 1938.




          “Fixed Charge Coverage Ratio” means with respect to any specified Person for any four-quarter
reference period, the ratio of the Consolidated Cash Flow of such Person for such period to the
Fixed Charges of such Person for such period. If the specified Person or any of its Restricted
Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise
discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases
or redeems Disqualified Equity subsequent to the commencement of the applicable four-quarter
reference period and on or prior to the date on which the event for which the calculation of the
Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio
will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment,
repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase
or redemption of Disqualified Equity, and the use of the proceeds therefrom, as if the same had
occurred at the beginning of such period.




          In addition, for purposes of calculating the Fixed Charge Coverage Ratio:





     (1) acquisitions that have been made by the specified Person or any of its Restricted
Subsidiaries, including through mergers or consolidations and including any
related financing transactions during the four-quarter reference period or subsequent
to such reference period and on or prior to the Calculation Date will be given pro forma
effect as if they had occurred on the first day of the four-quarter reference period,
including any Consolidated Cash Flow and any pro forma expense and cost reductions



10









 







that have occurred or are reasonably expected to occur, in the reasonable judgment of the chief
financial or accounting officer of Targa Resources Partners (regardless of whether those
cost savings or operating improvements could then be reflected in pro forma financial
statements in accordance with Regulation S-X promulgated under the Securities Act or any
other regulation or policy of the SEC related thereto);




     (2) the Consolidated Cash Flow attributable to discontinued operations, as determined
in accordance with GAAP, and operations or businesses (and ownership interests therein)
disposed of prior to the Calculation Date, will be excluded;




     (3) the Fixed Charges attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses (and ownership interests therein)
disposed of prior to the Calculation Date, will be excluded, but only to the extent that
the obligations giving rise to such Fixed Charges will not be obligations of the specified
Person or any of its Restricted Subsidiaries following the Calculation Date;




     (4) interest income reasonably anticipated by such Person to be received during the
applicable four quarter period from cash or Cash Equivalents held by such Person or any
Restricted Subsidiary of such Person, which cash or Cash Equivalents exist on the
Calculation Date or will exist as a result of the transaction giving rise to the need to
calculate the Fixed Charge Coverage Ratio, will be included;




     (5) if any Indebtedness bears a floating rate of interest, the interest expense on
such Indebtedness will be calculated as if the average rate in effect from the beginning of
the applicable period to the Calculation Date had been the applicable rate for the entire
period (taking into account any Hedging Obligation applicable to such Indebtedness if such
Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months);
and




     (6) if any Indebtedness is incurred under a revolving credit facility and is being
given pro forma effect, the interest on such Indebtedness shall be calculated based on the
average daily balance of such Indebtedness for the four fiscal quarters subject to the pro
forma calculation.



          “Fixed Charges” means, with respect to any specified Person for any period, (A) the sum,
without duplication, of:





     (1) the consolidated interest expense of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued, including amortization of debt issuance costs and
original issue discount, non-cash interest payments, the interest component of any deferred
payment obligations, the interest component of all payments associated with Capital Lease
Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and
other fees and charges incurred in respect of letter of
credit or bankers’ acceptance financings, and net of the effect of all payments made
or received pursuant to Hedging Obligations in respect of interest rates; plus




     (2) the consolidated interest expense of such Person and its Restricted Subsidiaries
that was capitalized during such period; plus



11









 






     (3) any interest expense respecting Indebtedness of another Person that is guaranteed
by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such
Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is
called upon; plus




     (4) all dividends, whether paid or accrued and whether or not in cash, on any series
of Disqualified Equity of such Person or any of its Restricted Subsidiaries, other than
dividends on Equity Interests payable solely in Equity Interests of Targa Resources
Partners (other than Disqualified Equity) or to Targa Resources Partners or a Restricted
Subsidiary of Targa Resources Partners; minus


(B) to the extent included in (A) above, write-offs of deferred financing costs of such Person and
its Restricted Subsidiaries during such period and any charge related to, or any premium or penalty
paid in connection with, paying any such Indebtedness of such Person and its Restricted
Subsidiaries prior to its Stated Maturity.




          “GAAP” means generally accepted accounting principles in the United States, which are in
effect from time to time.




          “General Partner” means Targa Resources GP LLC, a Delaware limited liability company, and its
successors and permitted assigns as general partner of Targa Resources Partners or as the business
entity with the ultimate authority to manage the business and operations of Targa Resources
Partners.




          “Global Note Legend” means the legend set forth in Section 2.06(g)(2) hereof, which is
required to be placed on all Global Notes issued under this Indenture.




          “Global Notes” means, individually and collectively, each of the Restricted Global Notes and
the Unrestricted Global Notes registered in the name of the Depositary or its nominee, deposited
with the Custodian, substantially in the form of Exhibit A hereto, that bears the Global Note
Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto,
issued in accordance with Section 2.01 or 2.06 hereof.




          “Government Securities” means direct obligations of, or obligations guaranteed by, the United
States of America for the payment of which guarantee or obligations the full faith and credit of
the United States of America is pledged.




          “Guarantee” means a guarantee other than by endorsement of negotiable instruments for
collection in the ordinary course of business, direct or indirect, in any manner including by way
of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof,
of all or any part of any Indebtedness.




          “Guarantors” means each of:





     (1) the Subsidiaries of Targa Resources Partners, other than Finance Corp., executing
this Indenture as initial Guarantors; and



12









 






     (2) any other Subsidiary of Targa Resources Partners that becomes a Guarantor in
accordance with the provisions of this Indenture,


and their respective successors and assigns, in each case, until the Note Guarantee of such Person
has been released in accordance with the provisions of this Indenture.




          “Hedging Obligations” means, with respect to any specified Person, the obligations of such
Person incurred in the ordinary course of business and not for speculative purposes under:





     (1) interest rate swap agreements (whether from fixed to floating or from floating to
fixed), interest rate cap agreements and interest rate collar agreements entered into with
one or more financial institutions and designed to reduce costs of borrowing or to protect
the Person or any of its Restricted Subsidiaries entering into the agreement against
fluctuations in interest rates with respect to Indebtedness incurred;




     (2) other agreements or arrangements designed to manage interest rates or interest
rate risk;




     (3) foreign exchange contracts and currency protection agreements entered into with
one of more financial institutions and designed to protect the Person or any of its
Restricted Subsidiaries entering into the agreement against fluctuations in currency
exchange rates with respect to Indebtedness incurred;




     (4) any commodity futures contract, commodity option, commodity swap agreement or
other similar agreement or arrangement designed to protect against fluctuations in the
price of Hydrocarbons used, produced, processed or sold by that Person or any of its
Restricted Subsidiaries at the time; and




     (5) other agreements or arrangements designed to protect such Person or any of its
Restricted Subsidiaries against fluctuations in currency exchange rates or commodity
prices.



          “Holder” means a Person in whose name a Note is registered.




          “Hydrocarbons” means crude oil, natural gas, natural gas liquids, casinghead gas, drip
gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all constituents,
elements or compounds thereof and products refined or processed therefrom.




          “Indebtedness” means, with respect to any specified Person, any indebtedness of such Person,
whether or not contingent:





     (1) in respect of borrowed money;




     (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit
(or reimbursement agreements in respect thereof);




     (3) in respect of bankers’ acceptances;



13









 






     (4) representing Capital Lease Obligations or Attributable Debt in respect of sale and
leaseback transactions;




     (5) representing the balance deferred and unpaid of the purchase price of any property
or services due more than six months after such property is acquired or such services are
completed; or




     (6) representing any Hedging Obligations,


if and to the extent any of the preceding items (other than letters of credit, Attributable Debt
and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person
prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness
of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness
is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the
specified Person of any Indebtedness of any other Person.




          Notwithstanding the foregoing, the following shall not constitute “Indebtedness”:





     (1) accrued expenses and trade accounts payable arising in the ordinary course of
business;




     (2) any obligation of Targa Resources Partners or any of its Restricted Subsidiaries
in respect of bid, performance, surety and similar bonds issued for the account of Targa
Resources Partners and any of its Restricted Subsidiaries in the ordinary course of
business, including Guarantees and obligations of Targa Resources Partners or any of its
Restricted Subsidiaries with respect to letters of credit supporting such obligations (in
each case other than an obligation for money borrowed);




     (3) any Indebtedness that has been defeased in accordance with GAAP or defeased
pursuant to the deposit of cash or Government Securities (in an amount sufficient to
satisfy all such Indebtedness at fixed maturity or redemption, as applicable, and all
payments of interest and premium, if any) in a trust or account created or pledged for the
sole benefit of the holders of such Indebtedness and subject to no other Liens, and the
other applicable terms of the instrument governing such Indebtedness;




     (4) any obligation arising from the honoring by a bank or other financial institution
of a check, draft or similar instrument drawn against insufficient funds in the ordinary
course of business; provided, however, that such obligation is extinguished within five
Business Days of its incurrence; and




     (5) any obligation arising from any agreement providing for indemnities, guarantees,
purchase price adjustments, holdbacks, contingency payment obligations based on the
performance of the acquired or disposed assets or similar obligations (other
than Guarantees of Indebtedness) incurred by any Person in connection with the
acquisition or disposition of assets.



          “Indenture” means this Indenture, as amended or supplemented from time to time.




14









 








          “Initial Notes” means the first $250,000,000 aggregate principal amount of Notes issued under
this Indenture on the date hereof.




          “Initial Purchasers” means, with respect to the Initial Notes, Deutsche Bank Securities Inc.,
Credit Suisse Securities (USA) LLC, Banc of America Securities LLC, Lehman Brothers Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Greenwich Capital Markets, Inc., Wachovia Capital
Markets, LLC, BNP Paribas Securities Corp., Piper Jaffray & Co., RBC Capital Markets Corporation,
Comerica Securities, Inc. and BBVA Securities Inc., and, with respect to any Additional Notes, the
initial purchasers thereof.




          “Institutional Accredited Investor” means an institution that is an “accredited investor” as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who is not also a QIB.




          “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by
Moody’s and BBB- (or the equivalent) by S&P.




          “Investments” means, with respect to any Person, (a) all direct or indirect investments by
such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or
other obligations), advances or capital contributions (excluding (1) commission, travel and similar
advances to officers and employees made in the ordinary course of business and (2) advances to
customers in the ordinary course of business that are recorded as accounts receivable on the
balance sheet of the lender) and (b) purchases or other acquisitions of Indebtedness, Equity
Interests or other securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If Targa Resources Partners or
any Restricted Subsidiary of Targa Resources Partners sells or otherwise disposes of any Equity
Interests of any direct or indirect Restricted Subsidiary of Targa Resources Partners such that,
after giving effect to any such sale or disposition, such Person is no longer a Restricted
Subsidiary of Targa Resources Partners, Targa Resources Partners will be deemed to have made an
Investment on the date of any such sale or disposition equal to the Fair Market Value of Targa
Resources Partners’ Investments in such Restricted Subsidiary that were not sold or disposed of in
an amount determined as provided in Section 4.07(b) hereof.




          “Joint Venture” means (i) any Person that is not a direct or indirect Subsidiary of Targa
Resources Partners in which Targa Resources Partners or any of its Restricted Subsidiaries makes
any Investment (provided that, for purposes of the proviso to clause (1) of the definition of
“Consolidated Net Income,” Targa Resources Partners and its Restricted Subsidiaries own at least
20% of the Equity Interests of such Person on a fully diluted basis or control the management of
such Person pursuant to a contractual agreement) or (ii) an Unrestricted Subsidiary of Targa
Resources Partners that (a) has no Indebtedness and (b) was an Affiliate of Targa Resources
Partners as of the date of this Indenture.




          “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City
of Houston, the City of New York or at a place of payment are authorized by law, regulation or
executive order to remain closed. If a payment date is a Legal Holiday at a place of payment,
payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue on such payment for the intervening period.




15









 








          “Letter of Transmittal” means the letter of transmittal to be prepared by the Issuers and sent
to all Holders of the Notes for use by such Holders in connection with an Exchange Offer.




          “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest
or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise
perfected under applicable law, including any conditional sale or other title retention agreement,
any lease in the nature thereof, any option or other agreement to sell or give a security interest
in and any filing of or agreement to give any financing statement under the Uniform Commercial Code
(or equivalent statutes) of any jurisdiction other than a precautionary financing statement
respecting a lease not intended as a security agreement. In no event shall a right of first
refusal be deemed to constitute a Lien.




          “Liquidated Damages” means all liquidated damages then owing pursuant to a Registration Rights
Agreement.




          “Moody’s” means Moody’s Investors Service, Inc., or any successor to the rating agency
business thereof.




          “Net Income” means, with respect to any specified Person, the net income (loss) of such
Person, determined in accordance with GAAP and before any reduction in respect of preferred stock
dividends, excluding, however:





     (1) any gain (but not loss), together with any related provision for taxes on such
gain (but not loss), realized in connection with:




     (a) any Asset Sale; or




     (b) the disposition of any securities by such Person or the extinguishment of
any Indebtedness of such Person; and




     (2) any extraordinary gain (but not loss), together with any related provision for
taxes on such extraordinary gain (but not loss).



          “Net Proceeds” means the aggregate cash proceeds received by Targa Resources Partners or any
of its Restricted Subsidiaries in respect of any Asset Sale (including any cash received upon the
sale or other disposition of any non-cash consideration received in any Asset Sale), net of:





     (1) the direct costs relating to such Asset Sale, including legal, accounting and
investment banking fees, and sales commissions, and any relocation expenses incurred as a
result of the Asset Sale,




     (2) taxes paid or payable as a result of the Asset Sale, in each case, after taking
into account any available tax credits or deductions and any tax sharing arrangements,



16









 






     (3) amounts required to be applied to the repayment of Indebtedness, other than
revolving credit Indebtedness except to the extent resulting in a permanent reduction in
availability of such Indebtedness under a Credit Facility, secured by a Lien on the
properties or assets that were the subject of such Asset Sale and all distributions and
payments required to be made to minority interest holders in Restricted Subsidiaries as a
result of such Asset Sale, and




     (4) any amounts to be set aside in any reserve established in accordance with GAAP or
any amount placed in escrow, in either case for adjustment in respect of the sale price of
such properties or assets or for liabilities associated with such Asset Sale and retained
by Targa Resources Partners or any of its Restricted Subsidiaries until such time as such
reserve is reversed or such escrow arrangement is terminated, in which case Net Proceeds
shall include only the amount of the reserve so reversed or the amount returned to Targa
Resources Partners or its Restricted Subsidiaries from such escrow arrangement, as the case
may be.



          “Non-Recourse Debt” means Indebtedness:





     (1) as to which neither Targa Resources Partners nor any of its Restricted
Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement
or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as
a guarantor or otherwise or (c) is the lender;




     (2) no default with respect to which (including any rights that the holders of the
Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would
permit upon notice, lapse of time or both any holder of any other Indebtedness (except the
Notes) of Targa Resources Partners or any of its Restricted Subsidiaries to declare a
default on such other Indebtedness or cause the payment of the Indebtedness to be
accelerated or payable prior to its Stated Maturity; and




     (3) as to which the lenders have been notified in writing that they will not have any
recourse to the Equity Interests or assets of Targa Resources Partners or any of its
Restricted Subsidiaries except as contemplated by clause (10) of the definition of
Permitted Liens.



          For purposes of determining compliance with Section 4.09 hereof, if any Non-Recourse Debt of
any of Targa Resources Partners’ Unrestricted Subsidiaries ceases to be Non-Recourse Debt of such
Unrestricted Subsidiary, such event will be deemed to constitute an incurrence of Indebtedness by a
Restricted Subsidiary of Targa Resources Partners.




          “Non-U.S. Person” means a Person who is not a U.S. Person.




          “Note Guarantee” means the Guarantee by each Guarantor of the Issuers’ obligations under this
Indenture and the Notes, pursuant to the provisions of this Indenture.




          “Notes” has the meaning assigned to it in the preamble to this Indenture. The Initial Notes,
any Additional Notes, any Exchange Notes and any Private Exchange Notes shall be treated as a
single class for all purposes under this Indenture, and unless the context otherwise


17









 







requires, all references to the Notes shall include the Initial Notes, any Additional Notes, any Exchange Notes
and any Private Exchange Notes.




          “Obligations” means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation governing any
Indebtedness.




          “Offering Memorandum” means the final Offering Memorandum of the Issuers, dated June 12, 2008,
with respect to the Initial Notes.




          “Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer,
any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person (or, if
such Person is a limited partnership, the general partner of such Person, except it shall be the
General Partner in the case of Targa Resources Partners).




          “Officers’ Certificate” means, with respect to any Person, a certificate signed on behalf of
such Person by any two of its Officers, one of whom must be the principal executive officer, the
principal financial officer or the principal accounting officer of such Person that meets the
requirements of Section 12.05 hereof.




          “Operating Surplus” has the meaning assigned to such term in the Partnership Agreement, as in
effect on the date of this Indenture.




          “Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the
Trustee, that meets the requirements of Section 12.05 hereof. The counsel may be an employee of or
counsel to Targa Resources Partners, the General Partner, any Subsidiary of Targa Resources
Partners or the General Partner or the Trustee.




          “Opinion of Outside Counsel” means an opinion from legal counsel who is reasonably acceptable
to the Trustee, that meets the requirements of Section 12.05 hereof. The counsel may be an
employee of or counsel to the Trustee but not an employee of an Issuer or an Affiliate thereof.




          “Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership
of Targa Resources Partners LP, dated as of February 14, 2007, as amended, modified or supplemented
from time to time.




          “Permitted Business” means either (1) gathering, transporting, treating, processing,
fractionating, marketing, distributing, storing or otherwise handling Hydrocarbons, or activities
or services reasonably related or ancillary thereto including entering into Hedging Obligations to
support these businesses, or (2) any other business that generates gross income that constitutes
“qualifying income” under Section 7704(d) of the Internal Revenue Code of 1986, as amended.




18









 








          “Permitted Business Investments” means Investments by Targa Resources Partners or any of its
Restricted Subsidiaries in any Unrestricted Subsidiary of Targa Resources Partners or in any Joint
Venture, provided that:





     (1) either (a) at the time of such Investment and immediately thereafter, Targa
Resources Partners could incur $1.00 of additional Indebtedness under the Fixed Charge
Coverage Ratio test set forth in Section 4.09(a) hereof or (b) such Investment does not
exceed the aggregate amount of Incremental Funds (as defined in Section 4.07 hereof) not
previously expended at the time of making such Investment;




     (2) if such Unrestricted Subsidiary or Joint Venture has outstanding Indebtedness at
the time of such Investment, either (a) all such Indebtedness is Non-Recourse Debt or (b)
any such Indebtedness of such Unrestricted Subsidiary or Joint Venture that is recourse to
Targa Resources Partners or any of its Restricted Subsidiaries (which shall include all
Indebtedness of such Unrestricted Subsidiary or Joint Venture for which Targa Resources
Partners or any of its Restricted Subsidiaries may be directly or indirectly, contingently
or otherwise, obligated to pay, whether pursuant to the terms of such Indebtedness, by law
or pursuant to any guarantee, including any “claw-back,” “make-well” or “keep-well”
arrangement) could, at the time such Investment is made, be incurred at that time by Targa
Resources Partners and its Restricted Subsidiaries under the Fixed Charge Coverage Ratio
test set forth in Section 4.09(a) hereof; and




     (3) such Unrestricted Subsidiary’s or Joint Venture’s activities are not outside the
scope of the Permitted Business.



          “Permitted Investments” means:





     (1) any Investment in Targa Resources Partners or in a Restricted Subsidiary of Targa
Resources Partners;




     (2) any Investment in Cash Equivalents;




     (3) any Investment by Targa Resources Partners or any Restricted Subsidiary of Targa
Resources Partners in a Person, if as a result of such Investment:




     (a) such Person becomes a Restricted Subsidiary of Targa Resources Partners;
or




     (b) such Person is merged, consolidated or amalgamated with or into, or
transfers or conveys substantially all of its properties or assets to, or is
liquidated into, Targa Resources Partners or a Restricted Subsidiary of Targa
Resources Partners;



19









 






     (4) any Investment made as a result of the receipt of non-cash consideration from:




     (a) an Asset Sale that was made pursuant to and in compliance with Section 4.10
hereof; or




     (b) pursuant to clause (7) of the items deemed not to be Asset Sales under the
definition of “Asset Sale”;




     (5) any Investment in any Person solely in exchange for the issuance of Equity
Interests (other than Disqualified Equity) of Targa Resources Partners;




     (6) any Investments received in compromise or resolution of (A) obligations of trade
creditors or customers that were incurred in the ordinary course of business of Targa
Resources Partners or any of its Restricted Subsidiaries, including pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of any trade
creditor or customer, or as a result of a foreclosure by Targa Resources Partners or any of
its Restricted Subsidiaries with respect to any secured Investment in default; or (B)
litigation, arbitration or other disputes with Persons who are not Affiliates;




     (7) Investments represented by Hedging Obligations permitted to be incurred;




     (8) loans or advances to employees of Targa Resources Partners or any of its
Affiliates made in the ordinary course of business of Targa Resources Partners or any
Restricted Subsidiary of Targa Resources Partners in an aggregate principal amount not to
exceed $2.5 million at any one time outstanding;




     (9) repurchases of the Notes;




     (10) any Investments in prepaid expenses, negotiable instruments held for collection
and lease, utility, workers’ compensation and performance and other similar deposits and
prepaid expenses made in the ordinary course of business;




     (11) Permitted Business Investments; and




     (12) other Investments in any Person having an aggregate Fair Market Value (measured
on the date each such Investment was made and without giving effect to subsequent changes
in value), when taken together with all other Investments made pursuant to this clause (12)
that are at the time outstanding not to exceed the greater of (a) $25.0 million and (b)
2.5% of Targa Resources Partners’ Consolidated Net Tangible Assets.



          “Permitted Liens” means:





     (1) Liens securing any Indebtedness under any of the Credit Facilities and all
Obligations and Hedging Obligations relating to such Indebtedness;




     (2) Liens in favor of Targa Resources Partners or the Guarantors;



20









 






     (3) Liens on property of a Person existing at the time such Person is merged with or
into or consolidated with Targa Resources Partners or any Subsidiary of Targa Resources
Partners; provided that such Liens were in existence prior to such merger or consolidation
and do not extend to any assets other than those of the Person merged with or into or
consolidated with Targa Resources Partners or the Subsidiary;




     (4) Liens on property existing at the time of acquisition of the property by Targa
Resources Partners or any Restricted Subsidiary of Targa Resources Partners; provided that
such Liens were in existence prior to, such acquisition, and not incurred in contemplation
of, such acquisition;




     (5) Liens to secure the performance of statutory obligations, surety or appeal bonds,
performance bonds or other obligations of a like nature incurred in the ordinary course of
business;




     (6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by
clause (4) of Section 4.09(b) hereof covering only the assets acquired with or financed by
such Indebtedness;




     (7) Liens existing on the date of this Indenture (other than Liens securing the Credit
Facilities);




     (8) Liens created for the benefit of (or to secure) the Notes (or the Note
Guarantees);




     (9) Liens on any property or asset acquired, constructed or improved by Targa
Resources Partners or any of its Restricted Subsidiaries (a “Purchase Money Lien”), which
(a) are in favor of the seller of such property or asset, in favor of the Person
developing, constructing, repairing or improving such property or asset, or in favor of the
Person that provided the funding for the acquisition, development, construction, repair or
improvement cost, as the case may be, of such property or asset, (b) are created within 360
days after the acquisition, development, construction, repair or improvement, (c) secure
the purchase price or development, construction, repair or improvement cost, as the case
may be, of such property or asset in an amount up to 100% of the Fair Market Value of such
acquisition, construction or improvement of such asset or property, and (d) are limited to
the asset or property so acquired, constructed or improved (including the proceeds thereof,
accessions thereto and upgrades thereof);




     (10) Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or
any Joint Venture owned by Targa Resources Partners or any Restricted Subsidiary of Targa
Resources Partners to the extent securing Non-Recourse Debt or other Indebtedness of such
Unrestricted Subsidiary or Joint Venture;




     (11) Liens in favor of collecting or payor banks having a right of setoff, revocation,
refund or chargeback with respect to money or instruments of Targa Resources Partners or
any of its Restricted Subsidiaries on deposit with or in possession of such bank;



21









 






     (12) Liens to secure performance of Hedging Obligations of Targa Resources Partners or
any of its Restricted Subsidiaries;




     (13) Liens arising under construction contracts, interconnection agreements, operating
agreements, joint venture agreements, partnership agreements, oil and gas leases, farmout
agreements, division orders, contracts for purchase, gathering, processing, fractionating,
sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural
gas, natural gas storage agreements, unitization and pooling declarations and agreements,
area of mutual interest agreements, real property leases and other agreements arising in
the ordinary course of business of Targa Resources Partners and its Restricted Subsidiaries
that are customary in the Permitted Business;




     (14) Liens upon specific items of inventory, receivables or other goods or proceeds of
Targa Resources Partners or any of its Restricted Subsidiaries securing such Person’s
obligations in respect of bankers’ acceptances or receivables securitizations issued or
created for the account of such Person to facilitate the purchase, shipment or storage of
such inventory, receivables or other goods or proceeds and permitted by Section 4.09;




     (15) Liens securing any Indebtedness equally and ratably with all Obligations due
under the Notes or any Note Guarantee pursuant to a contractual covenant that limits Liens
in a manner substantially similar to Section 4.12;




     (16) any interest or title of a lessor to any property subject to a Capital Lease
Obligation;




     (17) Liens incurred in the ordinary course of business of Targa Resources Partners or
any Restricted Subsidiary of Targa Resources Partners; provided, however, that, after
giving effect to any such incurrence, the aggregate principal amount of all Indebtedness
then outstanding and secured by any Liens pursuant to this clause (17) dates not exceed
5.0% of Targa Resources Partners’ Consolidated Net Tangible Assets at such time; and




     (18) any Lien renewing, extending, refinancing or refunding a Lien permitted by
clauses (1) through (17) above; provided that (a) the principal amount of Indebtedness
secured by such Lien does not exceed the principal amount of such Indebtedness outstanding
immediately prior to the renewal, extension, refinance or refund of such Lien, plus all
accrued interest on the Indebtedness secured thereby and the amount of all fees, expenses
and premiums incurred in connection therewith, and (b) no assets encumbered by any such
Lien other than the assets permitted to be encumbered immediately prior to such renewal,
extension, refinance or refund are encumbered thereby.



          After termination of the covenants referred to in Section 4.20, for purposes of complying with
Section 4.12, the Liens described in clauses (1) and (17) of this definition of “Permitted Liens”
will be Permitted Liens only to the extent those Liens secure Indebtedness not


22









 







exceeding, at the time of determination, 10% of the Consolidated Net Tangible Assets of Targa
Resources Partners. Once effective, this 10% limitation on Permitted Liens will continue to apply
during any later period in which the Notes do not have an Investment Grade Rating by both Rating
Agencies.




          “Permitted Refinancing Indebtedness” means any Indebtedness of Targa Resources Partners or any
of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to
renew, refund, refinance, replace, defease or discharge other Indebtedness of Targa Resources
Partners or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided
that:





     (1) the principal amount of such Permitted Refinancing Indebtedness does not exceed
the principal amount of the Indebtedness renewed, refunded, refinanced, replaced, defeased
or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and
expenses, including premiums, incurred in connection therewith);




     (2) such Permitted Refinancing Indebtedness has a final maturity date no earlier than
the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater
than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded,
refinanced, replaced, defeased or discharged;




     (3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or
discharged is subordinated in right of payment to the Notes or the Note Guarantees, such
Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes or the
Note Guarantees, on terms at least as favorable to the Holders of Notes as those contained
in the documentation governing the Indebtedness being renewed, refunded, refinanced,
replaced, defeased or discharged; and




     (4) such Indebtedness is not incurred by a Restricted Subsidiary of Targa Resources
Partners if Targa Resources Partners is the obligor on the Indebtedness being renewed,
refunded, refinanced, replaced, defeased or discharged.



          “Person” means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, limited liability company or government or
other entity.




          “Private Exchange Notes” means the Notes issued in a Private Exchange pursuant to
Section 2.06(f) hereof. “Private Exchange” has the meaning set forth in the applicable Registration
Rights Agreement.




          “Private Placement Legend” means the legend set forth in Section 2.06(g)(1)(A) hereof to be
placed on all Notes issued under this Indenture except where otherwise permitted by the provisions
of this Indenture.




          “QIB” means a “qualified institutional buyer” as defined in Rule 144A.




          “Qualified Owner” means Warburg Pincus LLC and its Affiliates that are organized by such
Person (or any Person controlling such Person) primarily for making, or


23









 







otherwise having as their primary activity holding or exercising control over, equity or debt
investments in TRI or other portfolio companies.




          “Rating Agencies” means Moody’s and S&P.




          “Ratings Categories” means:





     (1) with respect to S&P, any of the following categories: AAA, AA, A, BBB, BB, B,
CCC, CC, C and D (or equivalent successor categories); and




     (2) with respect to Moody’s, any of the following categories: Aaa, Aa, A, Baa, Ba, B,
Caa, Ca, C and D (or equivalent successor categories).



          “Ratings Decline” means a decrease in the rating of the Notes by either Moody’s or S&P by one
or more gradations (including gradations within Rating Categories as well as between Rating
Categories). In determining whether the rating of the Notes has decreased by one or more
gradations, gradations within Ratings Categories, namely + or — for S&P, and 1, 2, and 3 for
Moody’s, will be taken into account; for example, in the case of S&P, a ratings decline either from
BB+ to BB or BB to B- will constitute a decrease of one gradation.




          “Reporting Default” means a Default described in clause (4) under Section 6.01.




          “Registration Rights Agreement” means (i) with respect to the Initial Notes, the Registration
Rights Agreement, dated as of June 18, 2008, among the Issuers, the Guarantors and the Initial
Purchasers, and (ii) with respect to any Additional Notes, the comparable agreement, in each case
as such agreement may be amended, modified or supplemented from time to time.




          “Regulation S” means Regulation S promulgated under the Securities Act.




          “Regulation S Global Note” means a Global Note substantially in the form of Exhibit A hereto
bearing the Global Note Legend and the Private Placement Legend, deposited with the Custodian and
registered in the name of the Depositary or its nominee, and issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 903 of Regulation S.




          “Responsible Officer” when used with respect to the Trustee, means any officer within the
Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other
officer of the Trustee customarily performing functions similar to those performed by any of the
above designated officers and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his knowledge of and familiarity with the
particular subject.




          “Restricted Definitive Note” means a Definitive Note that is a Restricted Note.




          “Restricted Global Note” means a Global Note that is a Restricted Note.




          “Restricted Investment” means an Investment other than a Permitted Investment.




24









 








          “Restricted Note” has the meaning set forth in Rule 144(a)(3) under the Securities Act for the
term “restricted securities”; provided, however, that the Trustee shall be entitled to request and
conclusively rely upon an Opinion of Outside Counsel with respect to whether any Note is a
Restricted Note. Restricted Notes are required to bear the Private Placement Legend.




          “Restricted Period” means the 40-day distribution compliance period as defined in
Regulation S.




          “Restricted Subsidiary” of a Person means any Subsidiary of the specified Person that is not
an Unrestricted Subsidiary. Notwithstanding anything in this Indenture to the contrary, Finance
Corp. shall be a Restricted Subsidiary of Targa Resources Partners.




          “Rule 144” means Rule 144 promulgated under the Securities Act.




          “Rule 144A” means Rule 144A promulgated under the Securities Act.




          “Rule 903” means Rule 903 promulgated under the Securities Act.




          “Rule 904” means Rule 904 promulgated under the Securities Act.




          “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.,
or any successor to the rating agency business thereof.




          “SEC” means the Securities and Exchange Commission.




          “Securities Act” means the Securities Act of 1933, as amended.




          “Senior Indebtedness” means with respect to any Person, Indebtedness of such Person, unless
the instrument creating or evidencing such Indebtedness provides that such Indebtedness is
subordinate in right of payment to the Notes or the Note Guarantee of such Person, as the case may
be.




          “Shelf Registration Statement” means a registration statement effecting a Shelf Registration
as defined in the initial Registration Rights Agreement.




          “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as
defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as
such Regulation is in effect on the date of this Indenture.




          “Stated Maturity” means, with respect to any installment of interest or principal on any
series of Indebtedness, the date on which the payment of interest or principal was scheduled to be
paid in the original documentation governing such Indebtedness, and will not include any contingent
obligations to repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.





25












 





          “Subsidiary” means, with respect to any specified Person:





     (1) any corporation, association or other business entity (other than a partnership or
limited liability company) of which more than 50% of the total voting power of the Voting
Stock is at the time owned or controlled, directly or indirectly, by that Person or one or
more of the other Subsidiaries of that Person (or a combination thereof); and




     (2) any partnership (whether general or limited) or limited liability company (a) the
sole general partner or member of which is such Person or a Subsidiary of such Person, or
(b) if there is more than a single general partner or member, either (x) the only managing
general partners or managing members of which are such Person or one or more Subsidiaries
of such Person (or any combination thereof) or (y) such Person owns or controls, directly
or indirectly, a majority of the outstanding general partner interests, member interests or
other Voting Stock of such partnership or limited liability company, respectively.



          “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).




          “Treasury Rate” means, with respect to any Redemption Date, the yield to maturity at the time
of computation of United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15 (519) that has become
publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical
Release is no longer published, any publicly available source of similar market data)) most nearly
equal to the period from the Redemption Date to July 1, 2012; provided, however, that if such
period is not equal to the constant maturity of a United States Treasury security for which a
weekly average yield is given, Targa Resources Partners shall obtain the Treasury Rate by linear
interpolation (calculated to the nearest one twelfth of a year) from the weekly average yields of
United States Treasury securities for which such yields are given, except that if the period from
the Redemption Date to July 1, 2012, is less than one year, the weekly average yield on actually
traded United States Treasury securities adjusted to a constant maturity of one year will be used.
Targa Resources Partners will (a) calculate the Treasury Rate on the second Business Day preceding
the applicable Redemption Date and (b) prior to such Redemption Date file with the Trustee an
Officers’ Certificate setting forth the Applicable Premium and the Treasury Rate and showing the
calculation of each in reasonable detail.




          “TRI” means Targa Resources, Inc., a Delaware corporation.




          “Trustee” means U.S. Bank National Association, until a successor replaces it in accordance
with the applicable provisions of this Indenture and thereafter means the successor serving
hereunder.




          “Unrestricted Definitive Note” means a Definitive Note that is an Unrestricted Note.




          “Unrestricted Global Note” means a Global Note that is an Unrestricted Note.




26









 








          “Unrestricted Notes” means one or more Notes that do not and are not required to bear the
Private Placement Legend including, without limitation, the Exchange Notes, any Notes sold in
connection with an effective Shelf Registration Statement pursuant to the applicable Registration
Rights Agreement, any Notes from which the Private Placement Legend has been removed in accordance
with Section 2.07(g) and, with respect to Unrestricted Global Notes, Notes in which a Holder
acquires an interest pursuant to Section 2.07(j).




          “Unrestricted Subsidiary” means any Subsidiary of Targa Resources Partners (other than Finance
Corp. or any successor to it) that is designated by the Board of Directors of the General Partner
as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the
extent that such Subsidiary:





     (1) except to the extent permitted by subclause (2)(b) of the definition of “Permitted
Business Investments,” has no Indebtedness other than Non-Recourse Debt;




     (2) except as permitted under Section 4.11 hereof, is not party to any agreement,
contract, arrangement or understanding with Targa Resources Partners or any Restricted
Subsidiary of Targa Resources Partners unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to Targa Resources Partners or such
Restricted Subsidiary than those that might be obtained at the time from Persons who are
not Affiliates of Targa Resources Partners; and




     (3) has not guaranteed or otherwise directly or indirectly provided credit support for
any Indebtedness of Targa Resources Partners or any of its Restricted Subsidiaries.



          All Subsidiaries of an Unrestricted Subsidiary shall be also Unrestricted Subsidiaries.




          “U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities
Act.




          “Voting Stock” of any specified Person as of any date means the Capital Stock of such Person
that is at the time entitled (without regard to the occurrence of any contingency) to vote in the
election of the Board of Directors of such Person.




          “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the
number of years obtained by dividing:





     (1) the sum of the products obtained by multiplying (a) the amount of each then
remaining installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect of the Indebtedness, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between such date
and the making of such payment; by




     (2) the then outstanding principal amount of such Indebtedness.



27









 





     Section 1.02 Other Definitions.



	 	 	 	 	 
	Term	 	Defined in Section
	“Affiliate Transaction”
	 	 	4.11	 
	“Asset Sale Offer”
	 	 	3.09	 
	“Authentication Order”
	 	 	2.02	 
	“Change of Control Offer”
	 	 	4.15	 
	“Change of Control Payment”
	 	 	4.15	 
	“Change of Control Payment Date”
	 	 	4.15	 
	“Covenant Defeasance”
	 	 	8.03	 
	“DTC”
	 	 	2.03	 
	“Event of Default”
	 	 	6.01	 
	“Excess Proceeds”
	 	 	4.10	 
	“Incremental Funds”
	 	 	4.07	 
	“incur”
	 	 	4.09	 
	“Legal Defeasance”
	 	 	8.02	 
	“Offer Amount”
	 	 	3.09	 
	“Offer Period”
	 	 	3.09	 
	“Paying Agent”
	 	 	2.03	 
	“Permitted Debt”
	 	 	4.09	 
	“Payment Default”
	 	 	6.01	 
	“Purchase Date”
	 	 	3.09	 
	“Redemption Date”
	 	 	3.07	 
	“Registrar”
	 	 	2.03	 
	“Restricted Payments”
	 	 	4.07	 
	“Resale Restriction Termination Date”
	 	 	2.06	 






     Section 1.03 Incorporation by Reference of Trust Indenture Act.



          Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture.




          The following TIA terms used in this Indenture have the following meanings:




          “indenture securities” means the Notes and the Note Guarantees;




          “indenture security holder” means a Holder of a Note;




          “indenture to be qualified” means this Indenture;




          “indenture trustee” or “institutional trustee” means the Trustee; and




          “obligor” on the Notes and the Note Guarantees means the Issuers and the Guarantors,
respectively, and any successor obligor upon the Notes and the Note Guarantees, respectively.




28









 








          All other terms used in this Indenture that are defined by the TIA, defined by TIA reference
to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.




     Section 1.04 Rules of Construction.




     Unless the context otherwise requires:




     (1) a term has the meaning assigned to it;




     (2) an accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;




     (3) “or” is not exclusive;




     (4) words in the singular include the plural, and in the plural include the singular;




     (5) both “shall” and “will” shall be interpreted to express a command, and no
distinction of meaning is intended between these two words;




     (6) provisions apply to successive events and transactions; and




     (7) references to sections of or rules under the Securities Act or Exchange Act will
be deemed to include substitute, replacement of successor sections or rules adopted by the
SEC from time to time.



ARTICLE 2

THE NOTES




     Section 2.01 Form and Dating.



          (a) General. The Notes and the Trustee’s certificate of authentication will be substantially
in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by
law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The
Notes shall be in denominations of $1,000 and integral multiples thereof.




          The terms and provisions contained in the Notes will constitute, and are hereby expressly
made, a part of this Indenture and the Issuers, the Guarantor and the Trustee, by their execution
and delivery of this Indenture, expressly agree to such terms and provisions and to be bound
thereby. However, to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be controlling.




          (b) Global Notes. Notes offered and sold in reliance on Rule 144A shall be issued initially
in the form of one or more Rule 144A Global Notes, and any Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of one or more Regulation S Global Notes. Notes
in global form will be substantially in the form of Exhibit A hereto (including the Global Note
Legend thereon and the “Schedule of Exchanges of Interests in the



29









 






Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes
as will be specified therein and each shall provide that it represents the aggregate principal
amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal
amount of outstanding Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the
amount of any increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee,
in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.




          (c) Definitive Notes. Notes initially issued to or transferred to affiliates (as defined in
Rule 144) of the Issuers shall only be issued in definitive form. All Definitive Notes will be
substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and
without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Unless and
until exchanged for an Exchange Note or sold in connection with an effective Shelf Registration
Statement pursuant to the applicable Registration Rights Agreement, affiliates of the Issuers may
hold an interest in Notes only in the form of Definitive Notes and are prohibited from taking a
beneficial interest in one or more Global Notes. Notwithstanding any other provision of this
Article 2, any issuance of Definitive Notes shall be at the Issuers’ discretion, except in the
circumstances set forth in this Section 2.01(c) and in Section 2.06.




     Section 2.02 Execution and Authentication.



          At least one Officer must sign the Notes for each of the Issuers by manual or facsimile
signature.




          If an Officer whose signature is on a Note no longer holds that office at the time a Note is
authenticated, the Note will nevertheless be valid.




          A Note will not be valid until authenticated by the manual signature of the Trustee. The
signature will be conclusive evidence that the Note has been authenticated under this Indenture.




          The Trustee will, upon receipt of a written order of the Issuers signed by two Officers of
each Issuer (an “Authentication Order”), authenticate Notes for original issue that may be validly
issued under this Indenture, including any Additional Notes and Exchange Notes. The aggregate
principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of
Notes authorized for issuance by the Issuers pursuant to one or more Authentication Orders, except
as provided in Section 2.07 hereof.




          The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate
Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes authentication by such agent.
An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of
the Issuers.




30









 








     Section 2.03 Registrar and Paying Agent.



          The Issuers will maintain an office or agency where Notes may be presented for registration of
transfer or for exchange (“Registrar”) and an office or agency in New York, New York where Notes
may be presented for payment (“Paying Agent”). The Registrar will keep a register of the Notes and
of their transfer and exchange. The Issuers may appoint one or more co-registrars and one or more
additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying
Agent” includes any additional paying agent. The Issuers may change any Paying Agent or Registrar
without notice to any Holder. The Issuers will notify the Trustee in writing of the name and
address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such. Targa Resources
Partners, Finance Corp. or any of Targa Resources Partners’ other Subsidiaries may act as Paying
Agent or Registrar.




          The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with
respect to the Global Notes.




          The Issuers initially appoint the Trustee to act as the Registrar and Paying Agent at the
Corporate Trust Office of the Trustee and to act as Custodian with respect to the Global Notes.




     Section 2.04 Paying Agent to Hold Money in Trust.



          The Issuers will require each Paying Agent other than the Trustee to agree in writing that the
Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the
Paying Agent for the payment of principal, premium or Liquidated Damages, if any, or interest on
the Notes, and will notify the Trustee of any default by the Issuers in making any such payment.
While any such default continues, the Trustee may require a Paying Agent to pay all money held by
it to the Trustee, the Issuers at any time may require a Paying Agent to pay all money held by it
to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than Targa Resources
Partners or a Subsidiary) will have no further liability for the money. If Targa Resources
Partners or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund
for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or
reorganization proceedings relating to Targa Resources Partners, the Trustee will serve as Paying
Agent for the Notes.




     Section 2.05 Holder Lists.



          The Trustee will preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of all Holders and shall otherwise comply with TIA
§ 312(a). If the Trustee is not the Registrar, the Issuers will furnish to the Trustee at least
seven Business Days before each interest payment date and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may reasonably require
of the names and addresses of the Holders of Notes and the Issuers shall otherwise comply with TIA
§ 312(a).




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     Section 2.06 Transfer and Exchange.



          (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a
whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the
Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged
by the Issuers for Definitive Notes if:





          (1) the Issuers deliver to the Trustee notice from the Depositary that it is unwilling
or unable to continue to act as Depositary or that it is no longer a clearing agency
registered under the Exchange Act and, in either case, a successor Depositary is not
appointed by the Issuers within 120 days after the date of such notice from the Depositary;
or




          (2) there has occurred and is continuing an Event of Default and the Depositary
notifies the Trustee of its decision to exchange the Global Notes for Definitive Notes.



          Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes
shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may
be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every
Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion
thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and
delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for
another Note other than as provided in this Section 2.06(a), however, beneficial interests in a
Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.




          (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and
exchange of beneficial interests in the Global Notes will be effected through the Depositary, in
accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to
those set forth herein to the extent required by the Securities Act. Transfers of beneficial
interests in the Global Notes also will require compliance with either subparagraph (1) or
(2) below, as applicable, as well as one or more of the other following subparagraphs of this
Section 2.06, as applicable:





          (1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in
any Restricted Global Note may be transferred to Persons who take delivery thereof in the
form of a beneficial interest in the same Restricted Global Note in accordance with the
transfer restrictions set forth in the Private Placement Legend, provided, however, that
prior to the expiration of the Restricted Period, beneficial interests in the Regulation S
Global Note may be held only through Euroclear or Clearstream (as indirect participants in
the Depositary). Beneficial interests in any Unrestricted Global Note may be transferred to
Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted
Global Note. No written orders or



32









 







instructions shall be required to be delivered to the Registrar to effect the transfers
described in this Section 2.06(b)(1).




          (2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In
connection with all transfers and exchanges of beneficial interests that are not subject to
Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the
Registrar either:




     (A) both:




          (i) a written order from a participant or an indirect participant in
the Depositary given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to credit or cause to be credited a
beneficial interest in another Global Note in an amount equal to the
beneficial interest to be transferred or exchanged; and




          (ii) instructions given in accordance with the Applicable Procedures
containing information regarding the participant account to be credited with
such increase; or




          (B) both:




          (i) a written order from a participant or an indirect participant in
the Depositary given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to cause to be issued a Definitive Note
in an amount equal to the beneficial interest to be transferred or
exchanged; and




          (ii) instructions given by the Depositary to the Registrar containing
information regarding the Person in whose name such Definitive Note shall be
registered to effect the transfer or exchange referred to in (i) above.



Upon consummation of an Exchange Offer, if any, by the Issuers in accordance with Section
2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to have been
satisfied upon receipt by the Registrar of the instructions contained in the Letter of
Transmittal delivered by the Holder of such beneficial interests in the Restricted Global
Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial
interests in Global Notes contained in this Indenture and the Notes or otherwise applicable
under the Securities Act, the Trustee shall adjust the principal amount of the relevant
Global Note(s) pursuant to Section 2.06(h) hereof.




          (3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial
interest in any Restricted Global Note may be transferred to a Person who takes delivery
thereof in the form of a beneficial interest in another Restricted Global Note if the
transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar
receives the following:



33









 






          (A) if the transferee will take delivery in the form of a beneficial interest
in the 144A Global Note, then the transferor must deliver a certificate in the form
of Exhibit B hereto, including the certifications in item (1) thereof;




          (B) if the transferee will take delivery in the form of a beneficial interest
in the Regulation S Global Note, then the transferor must deliver a certificate in
the form of Exhibit B hereto, including the certifications in item (2) thereof, and
if such transfer occurs prior to the expiration of the Restricted Period, then the
transferee must hold such beneficial interest through either Clearstream or
Euroclear (as indirect participants in the Depositary).




          (4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for
Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any
Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in
an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer
complies with the requirements of Section 2.06(b)(2) above and:




          (A) such exchange or transfer is effected pursuant to an Exchange Offer in
accordance with the related Registration Rights Agreement and the holder of the
beneficial interest to be transferred, in the case of an exchange, or the
transferee, in the case of a transfer, certifies in the applicable Letter of
Transmittal (or via the Depositary’s book-entry system) that it is not (i) a
Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes
or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuers;




          (B) such transfer is effected pursuant to a Shelf Registration Statement in
accordance with the related Registration Rights Agreement;




          (C) such transfer is effected by a Broker-Dealer pursuant to an Exchange Offer
Registration Statement in accordance with the related Registration Rights Agreement;
or




          (D) the Registrar receives the following:




          (i) if the holder of such beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for a beneficial interest
in an Unrestricted Global Note, a certificate from such holder in the form
of Exhibit C hereto, including the certifications in item (1)(a) thereof; or




          (ii) if the holder of such beneficial interest in a Restricted Global
Note proposes to transfer such beneficial interest to a Person who shall
take delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note, a certificate from such holder in the form of
Exhibit B hereto, including the certifications in item (4) thereof;



34









 






and, in each such case set forth in this subparagraph (D), if the Registrar so requests or
if the Applicable Procedures so require, an Opinion of Outside Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or transfer is in compliance
with the Securities Act and that the restrictions on transfer contained herein and in the
Private Placement Legend are no longer required in order to maintain compliance with the
Securities Act.



     If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an
Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.02, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount
of beneficial interests transferred pursuant to subparagraph (B) or (D) above.




     Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to
Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global
Note.



     (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.




          (1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If
any holder of a beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest
to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then,
upon receipt by the Registrar of the following documentation:




          (A) if the holder of such beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for a Restricted Definitive Note, a
certificate from such holder in the form of Exhibit C hereto, including the
certifications in item (2)(a) thereof;




          (B) if such beneficial interest is being transferred to a QIB in accordance
with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (1) thereof;




          (C) if such beneficial interest is being transferred to a Non-U.S Person in an
offshore transaction in accordance with Rule 904, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (2) thereof;




          (D) if such beneficial interest is being transferred pursuant to an exemption
from the registration requirements of the Securities Act in accordance with Rule
144, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;




          (E) if such beneficial interest is being transferred to an Institutional
Accredited Investor in reliance on an exemption from the registration requirements
of the Securities Act other than those listed in subparagraphs (B)



35









 







through (D) above, a certificate to the effect set forth in Exhibit B hereto,
including the certifications, certificates and Opinion of Counsel required by item
(3)(d) thereof, if applicable;




          (F) if such beneficial interest is being transferred to Targa Resources
Partners or any of its Subsidiaries, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (3)(b) thereof; or




          (G) if such beneficial interest is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,


the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall
authenticate and deliver to the Person designated in the instructions a Definitive Note in the
appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in
a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names
and in such authorized denomination or denominations as the holder of such beneficial interest
shall instruct the Registrar through instructions from the Depository. The Trustee shall deliver
such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive
Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this
Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions
on transfer contained therein.





          (2) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.
A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial
interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a
Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:




          (A) such exchange or transfer is effected pursuant to an Exchange Offer in
accordance with the related Registration Rights Agreement and the holder of such
beneficial interest, in the case of an exchange, or the transferee, in the case of a
transfer, certifies in the applicable Letter of Transmittal (or via the Depositary’s
book-entry system) that it is not (i) a Broker-Dealer, (ii) a Person participating
in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as
defined in Rule 144) of the Issuers;




          (B) such transfer is effected pursuant to a Shelf Registration Statement in
accordance with the related Registration Rights Agreement;




          (C) such transfer is effected by a Broker-Dealer pursuant to an Exchange Offer
Registration Statement in accordance with the related Registration Rights Agreement;
or



36









 






          (D) the Registrar receives the following:




          (i) if the holder of such beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for an Unrestricted
Definitive Note, a certificate from such holder in the form of Exhibit C
hereto, including the certifications in item (l)(b) thereof; or




          (ii) if the holder of such beneficial interest in a Restricted Global
Note proposes to transfer such beneficial interest to a Person who shall
take delivery thereof in the form of an Unrestricted Definitive Note, a
certificate from such holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof;


and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and
that the restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act.





          (3) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes.
If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange
such beneficial interest for a Definitive Note or to transfer such beneficial interest to a
Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction
of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the
aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant
to Section 2.06(h) hereof, and the Issuers will execute and the Trustee will authenticate
and deliver to the Person designated in the instructions a Definitive Note in the
appropriate principal amount. Any Definitive Note issued in exchange for a beneficial
interest pursuant to this Section 2.06(c)(3) will be registered in such name or names and in
such authorized denomination or denominations as the holder of such beneficial interest
requests through instructions to the Registrar from or through the Depositary and its
participant or indirect participant. The Trustee will deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange
for a beneficial interest pursuant to this Section 2.06(c)(3) will not bear the Private
Placement Legend.



          (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.





          (1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If
any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial
interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a
Person who takes delivery thereof in the form of a beneficial interest in a Restricted
Global Note, then, upon receipt by the Registrar of the following documentation:




          (A) If the Holder of such Restricted Definitive Note proposes to exchange such
Note for a beneficial interest in a Restricted Global Note, a



37









 







certificate from such Holder in the form of Exhibit C hereto, including the
certifications in item (2)(b) thereof;




          (B) If such Restricted Definitive Note is being transferred to a QIB in
accordance with Rule 144A, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (1) thereof; or




          (C) If such Restricted Definitive Note is being transferred to a non-U.S.
Person in an offshore transaction in accordance with Rule 904, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item (2)
thereof,


the Trustee shall cancel the Restricted Definitive Note, the Registrar shall increase or cause to
be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate
Restricted Global Note, in the case of clause (B) above, the 144A Global Note, and in the case of
clause (C) above, the Regulation S Global Note.





          (2) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.
A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in
an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note
only if:




          (A) such exchange or transfer is effected pursuant to an Exchange Offer in
accordance with applicable Registration Rights Agreement and the Holder, in the case
of an exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal (or via the Depositary’s book-entry system) that it
is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the
Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the
Issuers;




          (B) such transfer is effected pursuant to a Shelf Registration Statement in
accordance with the applicable Registration Rights Agreement;




          (C) such transfer is effected by a Broker-Dealer pursuant to an Exchange Offer
Registration Statement in accordance with the applicable Registration Rights
Agreement; or




          (D) the Registrar receives the following:




          (i) if the Holder of such Definitive Notes proposes to exchange such
Notes for a beneficial interest in the Unrestricted Global Note, a
certificate from such Holder in the form of Exhibit C hereto, including the
certifications in item (1)(c) thereof; or




          (ii) if the Holder of such Definitive Notes proposes to transfer such
Notes to a Person who shall take delivery thereof in the form of a
beneficial interest in the Unrestricted Global Note, a certificate from



38









 







such Holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof;




and, in each such case set forth in this subparagraph (D), if the Registrar so
requests or if the Applicable Procedures so require, an Opinion of Outside Counsel
in form reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer required
in order to maintain compliance with the Securities Act.



          Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2),
the Trustee shall cancel the Definitive Notes and the Registrar shall increase or cause to be
increased the aggregate principal amount of the Unrestricted Global Note.





          (3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.
A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial
interest in an Unrestricted Global Note or transfer such Definitive Note to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note
at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall
cancel the applicable Unrestricted Definitive Note and the Registrar shall increase or cause
to be increased the aggregate principal amount of one of the Unrestricted Global Notes.



          If any such exchange or transfer from a Definitive Note to a beneficial interest is effected
pursuant to subparagraph (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note has
not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global
Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so
transferred.




          (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder
of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the
Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration
of transfer or exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in
writing. In addition, the requesting Holder must provide any additional certifications, documents
and information, as applicable, required pursuant to the following provisions of this Section
2.06(e).





          (1) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted
Definitive Note may be transferred to and registered in the name of Persons who take
delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the
following:




39











 






          (A) if the transfer will be made pursuant to Rule 144A, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (1) thereof;




          (B) if the transfer will be made pursuant to Rule 904, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the certifications
in item (2) thereof; and




          (C) if the transfer will be made pursuant to any other exemption from the
registration requirements of the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3) thereof, if applicable.




          (2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted
Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note
or transferred to a Person or Persons who take delivery thereof in the form of an
Unrestricted Definitive Note if:




          (A) such exchange or transfer is effected pursuant to an Exchange Offer in
accordance with the related Registration Rights Agreement and the Holder, in the
case of an exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal (or via the Depositary’s book-entry system) that it
is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the
Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the
Issuers;




          (B) any such transfer is effected pursuant to a Shelf Registration Statement in
accordance with the related Registration Rights Agreement;




          (C) any such transfer is effected by a Broker-Dealer pursuant to an Exchange
Offer Registration Statement in accordance with the related Registration Rights
Agreement; or




          (D) the Registrar receives the following:




          (i) if the Holder of such Restricted Definitive Notes proposes to
exchange such Notes for an Unrestricted Definitive Note, a certificate from
such Holder in the form of Exhibit C hereto, including the certifications in
item (1)(d) thereof; or




          (ii) if the Holder of such Restricted Definitive Notes proposes to
transfer such Notes to a Person who shall take delivery thereof in the form
of an Unrestricted Definitive Note, a certificate from such Holder in the
form of Exhibit B hereto, including the certifications in item (4) thereof;



40









 




and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion
of Outside Counsel in form reasonably acceptable to the Registrar to the effect that such exchange
or transfer is in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.





          (3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of
Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof
in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such
a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the
instructions from the Holder thereof.



          (f) Exchange Offer; Private Exchange Offer.





          (1) Upon the occurrence of an Exchange Offer, if any, in accordance with the related
Registration Rights Agreement, the Issuers will issue and, upon receipt of an Authentication
Order in accordance with Section 2.02 hereof, the Trustee will authenticate:




          (A) one or more Unrestricted Global Notes in an aggregate principal amount
equal to the principal amount of the beneficial interests in the Restricted Global
Notes accepted for exchange in the Exchange Offer by Persons that certify in the
applicable Letters of Transmittal (or via the Depositary’s book-entry system) that
(I) they are not Broker-Dealers, (II) they are not participating in a distribution
of the Exchange Notes and (III) they are not affiliates (as defined in Rule 144) of
the Issuers; and




          (B) Unrestricted Definitive Notes in an aggregate principal amount equal to the
principal amount of the Restricted Definitive Notes accepted for exchange in the
Exchange Offer by Persons that certify in the applicable Letters of Transmittal that
(or via the Depositary’s book-entry system) (I) they are not Broker-Dealers, (II)
they are not participating in a distribution of the Exchange Notes and (III) they
are not affiliates (as defined in Rule 144) of the Issuers.



          Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers will
execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of
Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount.





          (2) If, prior to consummation of an Exchange Offer, any Initial Purchaser holds Notes
acquired by it as part of the initial distribution thereof, the Issuers, upon written
request of such Initial Purchaser, simultaneously with the delivery of the Exchange Notes
pursuant to the Exchange Offer, shall issue and deliver to such Initial Purchaser and, upon
receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate, one or more Restricted Definitive Notes



41









 






representing Private Exchange Securities in a Private Exchange for the Notes held by
such Initial Purchaser, in an aggregate principal amount equal to the Notes so exchanged by
such Initial Purchaser in the Private Exchange. The Private Exchange Notes shall bear the
same CUSIP hereafter as the Exchange Notes if permitted by the CUSIP Service Bureau.



          (g) Legends. The following legends will appear on the face of all Global Notes and Definitive
Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions
of this Indenture.





          (1) Private Placement Legend.




          (A) Unless and until (w) a Note is exchanged for an Exchange Note or sold in
connection with an effective Shelf Registration Statement pursuant to the applicable
Registration Rights Agreement, (x) with respect to a Restricted Global Note, all of
the beneficial interests in such Restricted Global Note have been exchanged for
beneficial interests in the Unrestricted Global Note in accordance with Section
2.06(j), (y) with respect to any Restricted Note, the Private Placement Legend has
been removed from such Restricted Note in accordance with Section 2.06(b)(4),
2.06(c)(2), 2.06(d)(2) or 2.06(e)(2), or (z) Targa Resources Partners determines and
there is delivered to the Trustee an Opinion of Outside Counsel reasonably
satisfactory to the Trustee and a letter of representation of the Issuers reasonably
satisfactory to the Trustee to the effect that the following legend and the related
restrictions on transfer are not required in order to maintain compliance with the
provisions of the Securities Act, each Global Note and each Definitive Note (and all
Notes issued in exchange therefor or substitution thereof) shall bear the legend in
substantially the following form:




“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS
SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT
IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN
ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE
SECURITIES ACT (AN “ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT WITHIN ONE
YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY (THE “RESALE RESTRICTION
TERMINATION DATE”) RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO AN
ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C)
INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR



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THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S.
BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS
AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM
OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE
THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE
WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
(AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), OR (G) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT
IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF
THIS SECURITY PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, IF THE PROPOSED
TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER,
FURNISH TO THE TRUSTEE AND THE ISSUERS SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS ANY OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS
BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION, NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AS USED HEREIN. THE TERMS
“OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO
THEM BY REGULATION S UNDER THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON
THE REQUEST OF THE HOLDER OR AN ISSUER ON OR AFTER THE RESALE RESTRICTION
TERMINATION DATE.”




          (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued
pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3),
(f) or (j) of this Section 2.06 (and all Notes issued in exchange therefor or
substitution thereof) will not bear the Private Placement Legend.




          (2) Global Note Legend. Each Global Note will bear a legend in substantially the
following form:




“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
(1) THE TRUSTEE MAY MAKE SUCH



43









 






NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2)
THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO
SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE ISSUERS.




UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM,
THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER
STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY
AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”



          (h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests
in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note
has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be
returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any
time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or
transferred to a Person who will take delivery thereof in the form of a beneficial interest in
another Global Note or for Definitive Notes, the principal amount of Notes represented by such
Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the
beneficial interest is being exchanged for or transferred to a Person who will take delivery
thereof in the form of a beneficial interest in another Global Note, such other Global Note will be
increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.




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          (i) General Provisions Relating to Transfers and Exchanges.





          (1) To permit registrations of transfers and exchanges, the Issuers will execute and
the Trustee will authenticate Global Notes and Definitive Notes upon receipt of a Company
Order or at the Registrar’s request.




          (2) No service charge will be made to a Holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but
the Issuers may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such transfer taxes or
similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10,
3.06, 3.09, 4.10, 4.15 and 9.05 hereof).




          (3) [Reserved.]




          (4) All Global Notes and Definitive Notes issued upon any registration of transfer or
exchange of Global Notes or Definitive Notes will be the valid obligations of the Issuers,
evidencing the same debt, and entitled to the same benefits under this Indenture, as the
Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.




          (5) Neither the Registrar nor the Issuers will be required:




          (A) to issue, to register the transfer of or to exchange, any Notes during a
period beginning at the opening of business 15 days before the day of any selection
of Notes for redemption under Section 3.02 hereof and ending at the close of
business on the day of selection;




          (B) to register the transfer of or to exchange any Note selected for redemption
in whole or in part, except the unredeemed portion of any Note being redeemed in
part; or




          (C) to register the transfer of or to exchange a Note between a record date and
the next succeeding interest payment date.




          (6) Prior to due presentment for the registration of a transfer of any Note, the
Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is
registered as the absolute owner of such Note for the purpose of receiving payment of
principal of and interest on such Notes and for all other purposes, and none of the Trustee,
any Agent or the Issuers shall be affected by notice to the contrary.




          (7) The Trustee will authenticate Global Notes and Definitive Notes for original issue
in accordance with the provisions of Section 2.02 hereof.




          (8) All certifications, certificates, Opinions of Counsel and Opinions of Outside
Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a
registration of transfer or exchange may be submitted by facsimile.



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          (j) Automatic Exchange from Restricted Global Note to Unrestricted Global Note. Upon
compliance with the following procedures, all of the beneficial interests in a Restricted Global
Note shall be exchanged for beneficial interests in the Unrestricted Global Note as of the Resale
Restriction Termination Date. In order to effect such exchange, the Issuers shall provide written
notice to the Trustee at least ten Business Days in advance of the Resale Restriction Termination
Date (unless the Trustee consents to a shorter period) instructing the Trustee to (i) direct the
Depositary to transfer all of the outstanding beneficial interests in a particular Restricted
Global Note to the Unrestricted Global Note as of the Resale Restriction Termination Date and
provide the Depositary with all such information as is necessary for the Depositary to
appropriately credit and debit the relevant Holder accounts and (ii) provide prior written notice
to all Holders of such exchange, which notice must include the date such exchange is to occur, the
CUSIP number of the relevant Restricted Global Note and the CUSIP number of the Unrestricted Global
Note into which such Holders’ beneficial interests will be exchanged. As a condition to any such
exchange pursuant to this Section 2.06(j), the Trustee shall be entitled to receive from the
Issuers, and may rely conclusively without any liability upon, an Officers’ Certificate and an
Opinion of Outside Counsel to the Issuers, in form and in substance reasonably satisfactory to the
Trustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note
complies with the Securities Act. Upon such exchange of beneficial interests pursuant to this
Section 2.06(j), the Registrar shall endorse the Schedule of Exchanges of Interests in the Global
Note to the relevant Global Notes and reflect on its books and records the date of such transfer
and a decrease and increase, respectively, in the principal amount of the applicable Restricted
Global Note(s) and the Unrestricted Global Note, respectively, equal to the principal amount of
beneficial interests transferred. Following any such transfer pursuant to this Section 2.06(j),
the relevant Restricted Global Note(s) shall be cancelled.




          (k) Transfers of Notes Held by Affiliates. Any certificate (i) evidencing a Note that has
been transferred to an affiliate (as defined in Rule 405) of the Issuers within one year after the
date hereof, as evidenced by a notation on the assignment form for such transfer or in the
representation letter delivered in respect thereof or (ii) evidencing a Note that has been acquired
from an affiliate (other than by an affiliate) in a transaction or a chain of transactions not
involving any public offering, shall, until one year after the last date on which either the
Issuers or any affiliate of the Issuers was an owner of such Note, in each case, be in the form of
a Restricted Definitive Note. The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to this Section 2.06. The Issuers, at their sole cost and
expense, shall have the right to inspect and make copies of all such letters, notices or other
written communications at any reasonable time upon the giving of reasonable written notice to the
Registrar.




     Section 2.07 Replacement Notes.



          If any mutilated Note is surrendered to the Trustee or the Issuers and the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuers will issue
and the Trustee, upon receipt of a Company Order, will authenticate a replacement Note if the
Trustee’s requirements are met. If required by the Trustee or the Issuers, an indemnity bond must
be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to
protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of




46









 




them may suffer if a Note is replaced. The Issuers and the Trustee may charge for their
expenses in replacing a Note.




          Every replacement Note is an additional obligation of each of the Issuers and will be entitled
to all of the benefits of this Indenture equally and proportionately with all other Notes duly
issued hereunder.




     Section 2.08 Outstanding Notes.



          The Notes outstanding at any time are all the Notes authenticated by the Trustee except for
those canceled by it, those delivered to it for cancellation, those reductions in the interest in a
Global Note effected by the Trustee in accordance with the provisions hereof, and those described
in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does
not cease to be outstanding because the Issuers or an Affiliate of the Issuers holds the Note;
however, Notes held by Targa Resources Partners or a Subsidiary of Targa Resources Partners shall
not be deemed to be outstanding for purposes of Section 3.07(a) hereof.




          If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.




          If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to
be outstanding and interest and Liquidated Damages, if any, on it cease to accrue.




          If the Paying Agent (other than Targa Resources Partners, a Subsidiary or an Affiliate of any
thereof) holds as of 11:00 a.m. Eastern Time, on a Redemption Date or other maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed
to be no longer outstanding and will cease to accrue interest and Liquidated Damages, if any.




     Section 2.09 Treasury Notes.



          In determining whether the Holders of the required principal amount of Notes have concurred in
any direction, waiver or consent, Notes owned by the Issuers or any Guarantor, or by any Person
directly or indirectly controlling or controlled by or under direct or indirect common control with
the Issuers or any Guarantor, will be considered as though not outstanding, except that for the
purposes of determining whether the Trustee will be protected in relying on any such direction,
waiver or consent, only Notes that the Trustee knows are so owned will be so disregarded.




     Section 2.10 Temporary Notes.



          Until certificates representing Notes are ready for delivery, the Issuers may prepare and the
Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary
Notes will be substantially in the form of certificated Notes but may have variations that the
Issuers consider appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee. Without unreasonable delay, the Issuers will prepare and the Trustee will authenticate
definitive Notes in exchange for temporary Notes.




47









 





          Holders of temporary Notes will be entitled to all of the benefits of this Indenture.




     Section 2.11 Cancellation.



          The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and
Paying Agent will forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation and will destroy canceled
Notes (subject to the record retention requirement of the Exchange Act). Certification of the
destruction of all canceled Notes will be delivered to the Issuers. The Issuers may not issue new
Notes to replace Notes that they have paid or that have been delivered to the Trustee for
cancellation.




     Section 2.12 Defaulted Interest.



          If the Issuers default in a payment of interest on the Notes, they will pay the defaulted
interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date, in each case at the
rate provided in the Notes and in Section 4.01 hereof. The Issuers will notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and the date of the
proposed payment. The Issuers will fix or cause to be fixed each such special record date and
payment date; provided that no such special record date may be less than 10 days prior to the
related payment date for such defaulted interest. At least 15 days before the special record date,
the Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the
expense of the Issuers) will mail or cause to be mailed to Holders a notice that states the special
record date, the related payment date and the amount of such interest to be paid.




ARTICLE 3

REDEMPTION AND REPURCHASE




     Section 3.01 Notices to Trustee.



          If the Issuers elect to redeem Notes pursuant to the optional redemption provisions of Section
3.07 hereof, Targa Resources Partners must furnish to the Trustee, at least five Business Days
before the giving of the notice of redemption pursuant to Section 3.03, an Officers’ Certificate
setting forth:





          (1) the clause of this Indenture pursuant to which the redemption shall occur,




          (2) the Redemption Date;




          (3) the principal amount of Notes to be redeemed; and




          (4) the redemption price, if then determinable and, if not, then a method for
determination.



48









 





     Section 3.02 Selection of Notes to Be Redeemed.



          If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes
for redemption as follows:





          (1) if the Notes are listed on any national securities exchange, in compliance with the
requirements of the principal national securities exchange on which the Notes are listed; or




          (2) if the Notes are not listed on any national securities exchange, on a pro rata
basis, by lot or by such other method as the Trustee shall deem fair and appropriate.


No Notes of $1,000 or less can be redeemed in part.




     Section 3.03 Notice of Redemption.



          Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days
before a Redemption Date, the Issuers will mail or cause to be mailed, by first class mail, a
notice of redemption to each Holder whose Notes are to be redeemed at its registered address,
except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the
notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of
this Indenture pursuant to Articles 8 or 11 hereof.




          The notice will identify the Notes to be redeemed and will state:





          (1) the Redemption Date;




          (2) the redemption price, if then determinable, and, if not, then a method for
determination;




          (3) if any Note is being redeemed in part, the portion of the principal amount of such
Note to be redeemed and that, after the Redemption Date upon surrender of such Note, a new
Note or Notes in principal amount equal to the unredeemed portion will be issued upon
cancellation of the original Note;




          (4) the name and address of the Paying Agent;




          (5) that Notes called for redemption must be surrendered to the Paying Agent to collect
the redemption price;




          (6) that, unless the Issuers default in making such redemption payment, interest and
Liquidated Damages, if any, on Notes called for redemption ceases to accrue on and after the
Redemption Date;




          (7) the paragraph of the Notes and/or Section of this Indenture pursuant to which the
Notes called for redemption are being redeemed; and



49









 






          (8) that no representation is made as to the correctness or accuracy of the CUSIP
number, if any, listed in such notice or printed on the Notes.



          At the Issuers’ request, the Trustee will give the notice of redemption in the Issuers’ names
and at their expense; provided, however, that the Issuers have delivered to the Trustee, at least
five




          Business Days prior to the date of giving such notice, an Officers’ Certificate requesting
that the Trustee give such notice and setting forth the information to be stated in such notice as
provided in the preceding paragraph. Such Officers’ Certificate may be combined with the Officers’
Certificate referred to in Section 3.01.




     Section 3.04 Effect of Notice of Redemption.



          Once notice of redemption is delivered in accordance with Section 3.03 hereof, Notes called
for redemption become irrevocably due and payable on the redemption date at the redemption price.
A notice of redemption may not be conditional.




     Section 3.05 Deposit of Redemption or Purchase Price.



          By 11:00 a.m. Eastern Time on the redemption or purchase date, the Issuers will deposit with
the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of
and accrued interest and Liquidated Damages, if any, on all Notes to be redeemed or purchased on
that date. The Trustee or the Paying Agent will promptly return to the Issuers any money deposited
with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the
redemption or purchase price of, and accrued interest and Liquidated Damages, if any, on, all Notes
to be redeemed or purchased.




          If the Issuers comply with the provisions of the preceding paragraph, on and after the
redemption or purchase date, interest and Liquidated Damages, if any, will cease to accrue on the
Notes or the portions of Notes called for redemption or surrendered for purchase. If a Note is
redeemed or purchased on or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such
Note was registered at the close of business on such record date. If any Note called for
redemption or surrendered for purchase is not so paid upon surrender for redemption or purchase
because of the failure of the Issuers to comply with the preceding paragraph, interest shall be
paid on the unpaid principal, from the redemption or purchase date until such principal is paid,
and to the extent lawful on any interest not paid on such unpaid principal, in each case at the
rate provided in the Notes and in Section 4.01 hereof.




     Section 3.06 Notes Redeemed or Purchased in Part.



          Upon surrender of a Note that is redeemed or purchased in part, the Issuers will issue and,
upon receipt of a Company Order, the Trustee will authenticate for the Holder at the expense of the
Issuers a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note
surrendered.




50









 





     Section 3.07 Optional Redemption.



          (a) At any time prior to July 1, 2011, the Issuers may on any one or more occasions redeem up
to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under
this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price of
108.25% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages,
if any, to the Redemption Date (subject to the right of Holders of record on the relevant record
date to receive interest due on an interest payment date that is on or prior to the Redemption
Date), with the net cash proceeds of one or more Equity Offerings by Targa Resources Partners;
provided that:





          (1) at least 65% of the aggregate principal amount of Notes (including any Additional
Notes) issued under this Indenture (excluding Notes held by Targa Resources Partners and its
Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and




          (2) the redemption occurs within 90 days of the date of the closing of such Equity
Offering.



          (b) Except pursuant to the preceding paragraph and paragraph (d) of this Section 3.07 or
Section 4.15(d), the Notes will not be redeemable at the Issuers’ option prior to July 1, 2012.




          (c) On or after July 1, 2012, the Issuers may redeem all or a part of the Notes upon not less
than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any,
on the Notes redeemed to the applicable Redemption Date, if redeemed during the twelve-month period
beginning on July 1 of each year indicated below, subject to the rights of Holders of Notes on the
relevant record date to receive interest on an interest payment date that is on or prior to the
Redemption Date:




	 	 	 	 	 
	Year	 	Percentage
	2012
	 	 	104.125	%
	2013
	 	 	102.063	%
	2014 and thereafter
	 	 	100.000	%






          Unless the Issuers default in the payment of the redemption price, interest and Liquidated
Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the
applicable Redemption Date.




          (d) At any time prior to July 1, 2012, the Issuers may also redeem all or a part of the Notes,
upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of
the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid
interest and Liquidated Damages, if any, to the date of redemption (the “Redemption Date”), subject
to the rights of Holders on the relevant record date to receive interest due on an interest payment
date that is on or prior to the Redemption Date.




51









 





          (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.




     Section 3.08 [Reserved].



     Section 3.09 Offer to Purchase by Application of Excess Proceeds.



          In the event that, pursuant to Section 4.10 hereof, Targa Resources Partners is required to
commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the
procedures specified below.




          The Asset Sale Offer shall be made to all Holders and all holders of other Indebtedness that
is pari passu with the Notes containing provisions similar to those set forth in this Indenture
with respect to offers to purchase or redeem with the proceeds of sales of assets. The Asset Sale
Offer will remain open for a period of at least 20 Business Days following its commencement and not
more than 30 Business Days, except to the extent that a longer period is required by applicable law
(the “Offer Period”). No later than three Business Days after the termination of the Offer Period
(the “Purchase Date”), the Issuers will apply all Excess Proceeds (the “Offer Amount”) to the
purchase of Notes and such other pari passu Indebtedness (on a pro rata basis, if applicable) or,
if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in
response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the manner
prescribed in the Notes.




          If the Purchase Date is on or after an interest record date and on or before the related
interest payment date, any accrued and unpaid interest and Liquidated Damages, if any, will be paid
to the Person in whose name a Note is registered at the close of business on such record date, and
no additional interest or Liquidated Damages will be payable to Holders who tender Notes pursuant
to the Asset Sale Offer.




          Upon the commencement of an Asset Sale Offer, the Issuers will send, by first class mail, a
notice to the Trustee and each of the Holders. The notice will contain all instructions and
materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The
notice, which will govern the terms of the Asset Sale Offer, will state:





          (1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section
4.10 hereof and the length of time the Asset Sale Offer will remain open;




          (2) the Offer Amount, the purchase price and the Purchase Date;




          (3) that any Note not tendered or accepted for payment will continue to accrue interest
and Liquidated Damages, if any;




          (4) that, unless the Issuers default in making such payment, any Note accepted for
payment pursuant to the Asset Sale Offer will cease to accrue interest and Liquidate
Damages, if any, after the Purchase Date;




52












 






          (5) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may
elect to have Notes purchased in integral multiples of $1,000 only;




          (6) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will
be required to surrender the Note, with the form entitled “Option of Holder to Elect
Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the
Issuers, a depositary, if appointed by the Issuers, or a Paying Agent at the address
specified in the notice at least three Business Days before the Purchase Date;




          (7) that Holders will be entitled to withdraw their election if the Issuers, the
depositary or the Paying Agent, as the case may be, receives, not later than the expiration
of the Offer Period, a facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Note the Holder delivered for purchase and a statement
that such Holder is withdrawing his election to have such Note purchased;




          (8) that, if the aggregate principal amount of Notes and other pari passu Indebtedness
surrendered by holders thereof exceeds the Offer Amount, the Issuers will select the Notes
and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal
amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments as
may be deemed appropriate by the Issuers so that only Notes in denominations of $1,000, or
integral multiples thereof, will be purchased); and




          (9) that Holders whose Notes were purchased only in part will be issued new Notes equal
in principal amount to the unpurchased portion of the Notes surrendered (or transferred by
book-entry transfer).



          On or before the Purchase Date, the Issuers will, to the extent lawful, accept for payment, on
a pro rata basis to the extent necessary, the Offer Amount allocable to the Notes or portions
thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount allocable to
the Notes has been tendered, all Notes tendered, and will deliver or cause to be delivered to the
Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes
or portions thereof were accepted for payment by the Issuers in accordance with the terms of this
Section 3.09. The Issuers, the depositary or the Paying Agent, as the case may be, will promptly
(but in any case not later than five days after the Purchase Date) mail or deliver to each
tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and
accepted by the Issuers for purchase, and the Issuers will promptly issue a new Note, and the
Trustee, upon receipt of a Company Order, will authenticate and mail or deliver (or cause to be
transferred by book entry) such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or
delivered by the Issuers to the Holder thereof. The Issuers will publicly announce the results of
the Asset Sale Offer on the Purchase Date.




          Other than as specifically provided in this Section 3.09, any purchase pursuant to this
Section 3.09 shall be made pursuant to the provisions of Sections 3.05 and 3.06 hereof.




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ARTICLE
4

COVENANTS




     Section 4.01 Payment of Notes.



          The Issuers shall pay or cause to be paid the principal of, premium, if any, and interest and
Liquidated Damages, if any, on, the Notes on the dates and in the manner provided in the Notes.
Principal, premium, if any, and interest and Liquidated Damages, if any will be considered paid on
the date due if the Paying Agent, if other than the Targa Resources Partners or a Subsidiary
thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Issuers in
immediately available funds and designated for and sufficient to pay all principal, premium, if
any, and interest and Liquidated Damages, if any, then due. The Issuers will pay all Liquidated
Damages, if any, in the same manner as interest on the dates and in the amounts set forth in the
applicable Registration Rights Agreement.




          The Issuers shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, at the then applicable interest rate on
the Notes to the extent lawful; they shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages
(without regard to any applicable grace period) at the same rate to the extent lawful.




          The Issuers shall notify the Trustee of the amounts and payment dates of any Liquidated
Damages that may become payable under any Registration Rights Agreement.




     Section 4.02 Maintenance of Office or Agency.



          The Issuers shall maintain an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee) in the City of New York where Notes may be presented or surrendered for
payment, and they shall maintain in the continental United States an office or agency (which may be
an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may
be surrendered for registration of transfer or for exchange and where notices and demands to or
upon the Issuers in respect of the Notes and this Indenture may be served. The Issuers shall give
prompt written notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Issuers fail to maintain any such required office or agency
or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office of the Trustee.




          The Issuers may also from time to time designate one or more other offices or agencies in the
continental United States where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations. Further, if at any time there shall
be no such office or agency in the City of New York where the Notes may be presented or surrendered
for payment, the Issuers shall forthwith designate and maintain such an office or agency in the
City of New York, in order that the Notes shall at all times be payable in the City of New York.
The Issuers shall give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.




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          The Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or
agency of the Issuers in accordance with Section 2.03 hereof.




     Section 4.03 Reports.



          (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are
outstanding, Targa Resources Partners will furnish (whether through hard copy or by posting on its
website) to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within
the time periods specified in the SEC’s rules and regulations:





          (1) all quarterly and annual reports that would be required to be filed with the SEC on
Forms 10-Q and 10-K if Targa Resources Partners were required to file such reports; and




          (2) all current reports that would be required to be filed with the SEC on Form 8-K if
Targa Resources Partners were required to file such reports.



          All such reports will be prepared in all material respects in accordance with all of the rules
and regulations applicable to such reports, including Section 3-10 of Regulation S-X. Each annual
report on Form 10-K will include a report on Targa Resources Partners’ consolidated financial
statements by Targa Resources Partners’ independent registered public accounting firm. In
addition, Targa Resources Partners will file a copy of each of the reports referred to in clauses
(1) and (2) above with the SEC for public availability within the time periods specified in the
rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and
will post the reports on its website within those time periods.




          If, at any time Targa Resources Partners is no longer subject to the periodic reporting
requirements of the Exchange Act for any reason, Targa Resources Partners will nevertheless
continue filing the reports specified in the preceding paragraphs of this Section 4.03 with the SEC
within the time periods specified above unless the SEC will not accept such a filing; provided
that, for so long as Targa Resources Partners is not subject to the periodic reporting requirements
of the Exchange Act for any reason, the time period for filing reports on Form 8-K shall be 5
Business Days after the event giving rise to the obligation to file such report. Targa Resources
Partners will not take any action for the purpose of causing the SEC not to accept any such
filings. If, notwithstanding the foregoing, the SEC will not accept Targa Resources Partners’
filings for any reason, Targa Resources Partners will post the reports referred to in the preceding
paragraphs on its website within the time periods that would apply if Targa Resources Partners were
required to file those reports with the SEC.




          (b) For so long as any Notes remain outstanding, if at any time Targa Resources Partners is
not required to file with the SEC the reports required by Section 4.03(a), the Issuers and the
Guarantors will furnish to the Holders of Notes and to securities analysts and prospective
investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.




55









 








     Section 4.04 Compliance Certificate.



          (a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the
TIA) shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’
Certificate stating that a review of the activities of the Issuers and Targa Resources Partners’
Subsidiaries during the preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Issuers have kept, observed, performed and
fulfilled their obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed,
performed and fulfilled each and every covenant contained in this Indenture and are not in default
in the performance or observance of any of the terms, provisions and conditions of this Indenture
(or, if a Default or Event of Default has occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Issuers are taking or propose to
take with respect thereto).




          (b) So long as any of the Notes are outstanding, the Issuers and the Guarantors will deliver
to the Trustee, promptly upon any Officer becoming aware of any Default or Event of Default, an
Officers’ Certificate specifying such Default or Event of Default and what action the Issuers are
taking or propose to take with respect thereto.




     Section 4.05 Taxes.



          The Issuers shall pay, and will cause each of Targa Resources Partners’ Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies except such as are
contested in good faith and by appropriate proceedings or where the failure to effect such payment
is not adverse in any material respect to the Holders of the Notes.




     Section 4.06 Stay, Extension and Usury Laws.



          The Issuers and each of the Guarantors covenant (to the extent that they may lawfully do so)
that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this Indenture; and the
Issuers and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly
waive all benefit or advantage of any such law, and covenants that they will not, by resort to any
such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but
shall suffer and permit the execution of every such power as though no such law has been enacted.




     Section 4.07 Restricted Payments.



          (a) Targa Resources Partners shall not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly:





          (1) declare or pay any dividend or make any other payment or distribution on account of
its outstanding Equity Interests (including any payment in connection with any merger or
consolidation involving Targa Resources Partners or any of its Restricted Subsidiaries) or
to the direct or indirect holders of Targa Resources



56









 






Partners’ or any of its Restricted Subsidiaries’ Equity Interests in their capacity as
such (other than distributions or dividends payable in Equity Interests, excluding
Disqualified Equity, of Targa Resources Partners and other than distributions or dividends
payable to Targa Resources Partners or a Restricted Subsidiary);




          (2) purchase, redeem or otherwise acquire or retire for value (including in connection
with any merger or consolidation involving Targa Resources Partners) any Equity Interests of
Targa Resources Partners, any direct or indirect parent of Targa Resources Partners or any
of the Restricted Subsidiaries of Targa Resources Partners;




          (3) make any payment on or with respect to, or purchase, redeem, defease or otherwise
acquire or retire for value any Indebtedness of Targa Resources Partners or any Guarantor
that is contractually subordinated to the Notes or to any Note Guarantee (excluding
intercompany Indebtedness between or among Targa Resources Partners and any of its
Restricted Subsidiaries), except a payment of interest or principal within one month of the
Stated Maturity thereof; or




          (4) make any Restricted Investment




(all such payments and other actions set forth in these clauses (1) through (4) above being
collectively referred to as “Restricted Payments”), unless, at the time of and after giving
effect to such Restricted Payment, no Default (except a Reporting Default) or Event of
Default has occurred and is continuing or would occur as a consequence of such Restricted
Payment and either:




          (1) if the Fixed Charge Coverage Ratio for Targa Resources Partners’ most recently
ended four full fiscal quarters for which internal financial statements are available at the
time of such Restricted Payment is not less than 1.75 to 1.0, such Restricted Payment,
together with the aggregate amount of all other Restricted Payments made by Targa Resources
Partners and its Restricted Subsidiaries (excluding Restricted Payments permitted by clauses
(2), (3), (4) (to the extent, in the case of clause (4), payments are made to Targa
Resources Partners or a Restricted Subsidiary), (5), (6), (7) and (8) of Section 4.07(b)
hereof) during the quarter in which such Restricted Payment is made, is less than the sum,
without duplication, of:




          (A) Available Cash from Operating Surplus as of the end of the immediately
preceding quarter; plus




          (B) 100% of the aggregate net cash proceeds received by Targa Resources
Partners (including the Fair Market Value of any Permitted Business or long-term
assets that are used or useful in a Permitted Business to the extent acquired in
consideration of Equity Interests of Targa Resources Partners (other than
Disqualified Equity)) since the date of this Indenture as a contribution to its
common equity capital or from the issue or sale of Equity Interests of Targa
Resources Partners (other than Disqualified Equity) or from the issue or sale of
convertible or exchangeable Disqualified Equity or convertible or exchangeable



57









 






debt securities of Targa Resources Partners that have been converted into or
exchanged for such Equity Interests (other than Equity Interests (or Disqualified
Equity or debt securities) sold to a Subsidiary of Targa Resources Partners); plus




          (C) to the extent that any Restricted Investment that was made after the date
of this Indenture is sold for cash or Cash Equivalents or otherwise liquidated or
repaid for cash or Cash Equivalents, the return of capital with respect to such
Restricted Investment (less the cost of disposition, if any); plus




          (D) the net reduction in Restricted Investments resulting from dividends,
repayments of loans or advances, or other transfers of assets in each case to Targa
Resources Partners or any of its Restricted Subsidiaries from any Person (including
Unrestricted Subsidiaries) or from redesignations of Unrestricted Subsidiaries as
Restricted Subsidiaries, to the extent such amounts have not been included in
Available Cash from Operating Surplus for any period commencing on or after the date
of this Indenture (items (b), (c) and (d) being referred to as “Incremental Funds”);
minus




          (E) the aggregate amount of Incremental Funds previously expended pursuant to
this clause (1) and clause (2) below; or




          (2) if the Fixed Charge Coverage Ratio for Targa Resources Partners’ most recently
ended four full fiscal quarters for which internal financial statements are available at the
time of such Restricted Payment is less than 1.75 to 1.0, such Restricted Payment, together
with the aggregate amount of all other Restricted Payments made by Targa Resources Partners
and its Restricted Subsidiaries (excluding Restricted Payments permitted by clauses
(2),(3),(4) (to the extent, in the case of clause (4), payments are made to Targa Resources
Partners or a Restricted Subsidiary), (5), (6), (7) and (8) of Section 4.07(b) hereof)
during the quarter in which such Restricted Payment is made (such Restricted Payments for
purposes of this clause (2) meaning only distributions on common units of Targa Resources
Partners, plus the related distribution on the general partner interest), is less than the
sum, without duplication, of:




          (A) $100.0 million less the aggregate amount of all prior Restricted Payments
made by Targa Resources Partners and its Restricted Subsidiaries pursuant to this
clause (2)(A) during the period since the date of this Indenture; plus




          (B) Incremental Funds to the extent not previously expended to this clause (2)
or clause (1) above.




     (b) The provisions of Section 4.07(a) hereof shall not prohibit:




          (1) the payment of any dividend or distribution within 60 days after the date of its
declaration, if at the date of declaration the payment would have complied with the
provisions of this Indenture;



58









 






          (2) the redemption, repurchase, retirement, defeasance or other acquisition of
subordinated Indebtedness of Targa Resources Partners or any Guarantor or of any Equity
Interests of Targa Resources Partners or any of its Restricted Subsidiaries in exchange for,
or out of the net cash proceeds of, a substantially concurrent (a) capital contribution to
Targa Resources Partners from any Person (other than a Restricted Subsidiary of Targa
Resources Partners) or (b) sale (other than to a Restricted Subsidiary of Targa Resources
Partners) of Equity Interests of Targa Resources Partners, with a sale being deemed
substantially concurrent if such redemption, repurchase, retirement, defeasance or other
acquisition occurs not more than 120 days after such sale; provided that proceeds from sale
of Disqualified Equity may only be used to redeem, repurchase, retire, defease or otherwise
acquire subordinated indebtedness or Disqualified Equity; provided further that the amount
of any such net cash proceeds that are utilized for any such redemption, repurchase,
retirement, defeasance or other acquisition will be excluded (or deducted, if included) from
the calculation of Available Cash from Operating Surplus and Incremental Funds;




          (3) the defeasance, redemption, repurchase or other acquisition or retirement of any
subordinated Indebtedness of Targa Resources Partners or any Guarantor with the net cash
proceeds from an incurrence of, or in exchange for, Permitted Refinancing Indebtedness;




          (4) the payment of any distribution or dividend by a Restricted Subsidiary of Targa
Resources Partners to the holders of its Equity Interests (other than Disqualified Equity)
on a pro rata basis;




          (5) so long as no Default (except a Reporting Default) has occurred and is continuing
or would be caused thereby, the repurchase, redemption or other acquisition or retirement
for value of any Equity Interests of Targa Resources Partners or any Restricted Subsidiary
of Targa Resources Partners held by any current or former officer, director or employee of
Targa Resources Partners or any Affiliate of Targa Resources Partners pursuant to any equity
subscription agreement or plan, stock or unit option agreement, shareholders’ agreement or
similar agreement; provided that the aggregate price paid for all such repurchased,
redeemed, acquired or retired Equity Interests may not exceed $5.0 million in any calendar
year; provided further that such amount in any calendar year may be increased by an amount
not to exceed (a) the cash proceeds received by Targa Resources Partners or any of its
Restricted Subsidiaries from the sale of Equity Interests of Targa Resources Partners to
members of management or directors of Targa Resources Partners or its Affiliates that occurs
after the date of this Indenture (to the extent the cash proceeds from the sale of such
Equity Interests have not otherwise been applied to the payment of Restricted Payments by
virtue of clauses (1)(B) or (2)(B) of Section 4.07(a) hereof), plus (b) the cash proceeds of
key man life insurance policies received by Targa Resources Partners or any of its
Restricted Subsidiaries after the date of this Indenture;




          (6) so long as no Default (except a Reporting Default) has occurred and is continuing
or would be caused thereby, payments of dividends on Disqualified Equity issued pursuant to
Section 4.09 hereof;



59









 






          (7) repurchases of Capital Stock deemed to occur upon exercise of stock options,
warrants or other convertible securities if such Capital Stock represents a portion of the
exercise price of such options, warrants or other convertible securities; or




          (8) cash payments in lieu of the issuance of fractional shares in connection with the
exercise of warrants, options or other securities convertible into or exchangeable for
Capital Stock of Targa Resources Partners.



          (c) The amount of all Restricted Payments (other than cash) will be the Fair Market Value on
the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or
issued by Targa Resources Partners or such Restricted Subsidiary, as the case may be, pursuant to
the Restricted Payment. The Fair Market Value of any assets or securities that are required to be
valued by this Section 4.07 will be determined, in the case of amounts of no more than $50.0
million, by an Officer of the General Partner and, in the case of amounts over $50.0 million, by
the Board of Directors of the General Partner, whose resolution with respect thereto shall be
delivered to the Trustee. For the purposes of determining compliance with this Section 4.07, if a
Restricted Payment meets the criteria of more than one of the categories of Restricted Payments
described in the preceding clauses (1)-(8), Targa Resources Partners will be permitted to classify
(or reclassify in whole or in part in its sole discretion) such Restricted Payment in any manner
that complies with this Section 4.07.




     Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.



          (a) Targa Resources Partners shall not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly, create or permit to exist or become effective any consensual
encumbrance or restriction on the ability of any Restricted Subsidiary to:





          (1) pay dividends or make any other distributions on its Equity Interests to Targa
Resources Partners or any of its Restricted Subsidiaries or to pay any indebtedness owed to
Targa Resources Partners or any of its Restricted Subsidiaries;




          (2) make loans or advances to Targa Resources Partners or any of its Restricted
Subsidiaries; or




          (3) sell, lease or transfer any of its properties or assets to Targa Resources Partners
or any of its Restricted Subsidiaries.



          (b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions
existing under or by reason of:





          (1) agreements as in effect on the date of this Indenture and any amendments,
restatements, modifications, renewals, supplements, refundings, replacements or refinancings
of those agreements or the Indebtedness to which they relate; provided that the amendments,
restatements, modifications, renewals, supplements, refundings, replacements or refinancings
are not materially more restrictive, taken as a whole, with respect to such dividend,
distribution and other payment restrictions than those contained in those agreements on the
date of this Indenture;



60









 






          (2) this Indenture, the Notes and the Note Guarantees;




          (3) applicable law, rule, regulation or order;




          (4) any instrument governing Indebtedness or Equity Interests of a Person acquired by
Targa Resources Partners or any of its Restricted Subsidiaries as in effect at the time of
such acquisition (except to the extent such Indebtedness or Equity Interests were incurred
in connection with or in contemplation of such acquisition), which encumbrance or
restriction is not applicable to any Person, or the properties or assets of any Person,
other than the Person, or the property or assets of the Person, so acquired; provided that,
in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of
this Indenture;




          (5) customary non-assignment provisions contracts for purchase, gathering, processing,
fractionating, sale, transportation or exchange of crude oil, natural gas liquids,
condensate and natural gas, natural gas storage agreements, in transportation agreements or
purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar
operational agreements or in licenses, leases, rights-of-way, easements or servitudes, in
each case entered into in the ordinary course of business;




          (6) purchase money obligations for property acquired in the ordinary course of business
and Capital Lease Obligations that impose restrictions on the property purchased or leased
of the nature described in clause (3) of Section 4.08(a) hereof;




          (7) any agreement for the sale or other disposition of a Restricted Subsidiary that
restricts distributions by that Restricted Subsidiary pending its sale or other disposition;




          (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the
agreements governing such Permitted Refinancing Indebtedness are not materially more
restrictive, taken as a whole, than those contained in the agreements governing the
Indebtedness being refinanced;




          (9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that
limit the right of the debtor to dispose of the assets subject to such Liens;




          (10) provisions limiting the disposition or distribution of assets or property in joint
venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements,
buy/sell agreements and other similar agreements entered into in the ordinary course of
business;




          (11) any agreement or instrument relating to any property or assets acquired after the
date hereof, so long as such encumbrance or restriction relates only to the property or
assets so acquired and is not and was not created in anticipation of such acquisitions;




          (12) restrictions on cash or other deposits or net worth imposed by customers under
contracts entered into in the ordinary course of business; and



61









 






          (13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such
Indebtedness was otherwise permitted by this Indenture to be incurred



     Section 4.09 Incurrence of Indebtedness and Issuance of Disqualified Equity.



          (a) Targa Resources Partners shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to (collectively,
“incur”) any Indebtedness (including Acquired Debt), and Targa Resources Partners will not issue
any Disqualified Equity and will not permit any of its Restricted Subsidiaries to issue any
Disqualified Equity; provided, however, that Targa Resources Partners and any Restricted Subsidiary
may incur Indebtedness (including Acquired Debt) and Targa Resources Partners and the Restricted
Subsidiaries may issue Disqualified Equity, if the Fixed Charge Coverage Ratio for Targa Resources
Partners’ most recently ended four full fiscal quarters for which internal financial statements are
available immediately preceding the date on which such additional Indebtedness is incurred or such
Disqualified Equity is issued, as the case may be, would have been at least 2.0 to 1.0, determined
on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the
additional Indebtedness had been incurred or the Disqualified Equity had been issued, as the case
may be, at the beginning of such four-quarter period.




          (b) The provisions of Section 4.09(a) hereof shall not prohibit the incurrence of any of the
following items of Indebtedness (collectively, “Permitted Debt”) or the issuance of any
Disqualified Equity described in clause (ii) below:





          (1) the incurrence by Targa Resources Partners and any Restricted Subsidiary of
additional Indebtedness (including letters of credit) under Credit Facilities, provided
that, after giving effect to such incurrence, the aggregate principal amount of all
Indebtedness incurred under this clause (1) (with letters of credit being deemed to have a
principal amount equal to the maximum potential liability of Targa Resources Partners and
its Restricted Subsidiaries thereunder) and then outstanding does not exceed the greater of
(a) $1,000.0 million and (b) the sum of $750.0 million and 20% of Targa Resources Partners’
Consolidated Net Tangible Assets;




          (2) the incurrence by Targa Resources Partners and its Restricted Subsidiaries of the
Existing Indebtedness;




          (3) the incurrence by Targa Resources Partners, Finance Corp. and the Guarantors of
Indebtedness represented by the Notes and the related Note Guarantees to be issued on the
date of this Indenture and any Exchange Notes and the related Note Guarantees that may be
issued pursuant to a Registration Rights Agreement;




          (4) the incurrence by Targa Resources Partners or any of its Restricted Subsidiaries of
Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money
obligations, in each case, incurred for the purpose of financing all or any part of the
purchase price or cost of construction or improvement of property, plant or equipment used
in the business of Targa Resources Partners or any of



62









 






its Restricted Subsidiaries, including all Permitted Refinancing Indebtedness incurred
to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred
pursuant to this clause (4), provided that after giving effect to such incurrence the
aggregate principal amount of all Indebtedness incurred pursuant to this clause (4) and then
outstanding does not exceed the greater of (a) $50.0 million and (b) 4.0% of Targa Resources
Partners’ Consolidated Net Tangible Assets;




          (5) the incurrence by Targa Resources Partners or any of its Restricted Subsidiaries of
Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to
renew, refund, refinance, replace, defease or discharge any Indebtedness (other than
intercompany Indebtedness) that was permitted by this Indenture to be incurred under Section
4.09(a) hereof or clauses (2) or (3) of this Section 4.09(b) or this clause (5);




          (6) the incurrence by Targa Resources Partners or any of its Restricted Subsidiaries of
intercompany Indebtedness between or among Targa Resources Partners and any of its
Restricted Subsidiaries; provided, however, that:




          (A) if Targa Resources Partners or any Guarantor is the obligor on such
Indebtedness and the payee is not Targa Resources Partners or a Guarantor, such
Indebtedness must be expressly subordinated to the prior payment in full in cash of
all Obligations then due with respect to the Notes, in the case of Targa Resources
Partners, or the Note Guarantee, in the case of a Guarantor, and




          (B) (1) any subsequent issuance or transfer of Equity Interests that results in
any such Indebtedness being held by a Person other than Targa Resources Partners or
a Restricted Subsidiary of Targa Resources Partners and (2) any sale or other
transfer of any such Indebtedness to a Person that is not either Targa Resources
Partners or a Restricted Subsidiary of Targa Resources Partners, will be deemed, in
each case, to constitute an incurrence of such Indebtedness by Targa Resources
Partners or such Restricted Subsidiary, as the case may be, that was not permitted
by this clause (6);




          (7) the incurrence by Targa Resources Partners or any of its Restricted Subsidiaries of
Hedging Obligations;




          (8) the guarantee by Targa Resources Partners or any of its Restricted Subsidiaries of
Indebtedness of Targa Resources Partners or a Restricted Subsidiary of Targa Resources
Partners that was permitted to be incurred by another provision of this Section 4.09;
provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the
Notes, then the Guarantee shall be subordinated or pari passu, as applicable, to the same
extent as the Indebtedness guaranteed;




          (9) the incurrence by Targa Resources Partners or any of its Restricted Subsidiaries of
obligations relating to net gas balancing positions arising in the ordinary course of
business and consistent with past practice;



63









 






          (10) the incurrence by Targa Resources Partners or any of its Restricted Subsidiaries
of Acquired Debt in connection with a transaction meeting either one of the financial tests
set forth in clause (4) under Section 5.01(a);




          (11) the issuance by any of Targa Resources Partners’ Restricted Subsidiaries to Targa
Resources Partners or to any of its Restricted Subsidiaries of any Disqualified Equity;
provided, however, that:




          (A) any subsequent issuance or transfer of Equity Interests that results in any
such Disqualified Equity being held by a Person other than Targa Resources Partners
or a Restricted Subsidiary of Targa Resources Partners; and




          (B) any sale or other transfer of any such Disqualified Equity to a Person that
is not either Targa Resources Partners or a Restricted Subsidiary of Targa Resources
Partners


will be deemed, in each case, to constitute an issuance of such Disqualified Equity by such
Restricted Subsidiary that was not permitted by this clause (11); and





          (12) the incurrence by Targa Resources Partners or any of its Restricted Subsidiaries
of additional Indebtedness; provided that, after giving effect to any such incurrence, the
aggregate principal amount of all Indebtedness incurred under this clause (12) does not
exceed the greater of (a) $50.0 million and (b) 4.0% of Targa Resources Partners’
Consolidated Net Tangible Assets.



          Targa Resources Partners shall not incur, and shall not permit Finance Corp. or any Guarantor
to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right
of payment to any other Indebtedness of Targa Resources Partners, Finance Corp. or such Guarantor
unless such Indebtedness is also contractually subordinated in right of payment to the Notes and
the applicable Note Guarantee on substantially identical terms; provided, however, that no
Indebtedness of a Person shall be deemed to be contractually subordinated in right of payment to
any other Indebtedness of such Person solely by virtue of being unsecured or by virtue of being
secured on a first or junior Lien basis.




          For purposes of determining compliance with this Section 4.09, if an item of proposed
Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in
clauses (1) through (12) above, or is entitled to be incurred pursuant to Section 4.09(a) hereof,
Targa Resources Partners will be permitted to classify such item of Indebtedness on the date of its
incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that
complies with this Section 4.09. Indebtedness under Credit Facilities outstanding on the date on
which Notes are first issued and authenticated under this Indenture will initially be deemed to
have been incurred on such date in reliance on the exception provided by clause (1) of the
definition of Permitted Debt.




          The accrual of interest, the accretion or amortization of original issue discount, the payment
of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the
reclassification of preferred stock as Indebtedness due to a change in accounting principles, and
the payment of dividends on Disqualified Equity in the form of additional shares





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of the same class of Disqualified Equity will not be deemed to be an incurrence of
Indebtedness or an issuance of Disqualified Equity for purposes of this Section 4.09; provided,
however, in each such case, that the amount of any such accrual, accretion or payment is included
in Fixed Charges of Targa Resources Partners as accrued. Notwithstanding any other provision of
this Section 4.09, the maximum amount of Indebtedness that Targa Resources Partners or any
Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded
solely as a result of fluctuations in exchange rates or currency values.




     Section 4.10 Asset Sales.



          Targa Resources Partners shall not, and shall not permit any of its Restricted Subsidiaries
to, consummate an Asset Sale unless:





     (1) Targa Resources Partners (or the Restricted Subsidiary, as the case may be)
receives consideration at the time of the Asset Sale at least equal to the Fair Market
Value of the assets or Equity Interests issued or sold or otherwise disposed of;




     (2) such Fair Market Value is determined by (a) an Officer of the General Partner if
the value is less than $50.0 million, as evidenced by an Officers’ Certificate delivered to
the Trustee, or (b) the Board of Directors of the General Partner if the value is $50.0
million or more, as evidenced by a resolution of such Board of Directors of the General
Partners; and




     (3) at least 75% of the aggregate consideration received by Targa Resources Partners
and its Restricted Subsidiaries in the Asset Sale and all other Asset Sales since the date
of this Indenture is in the form of cash or Cash Equivalents. For purposes of this
provision, each of the following shall be deemed to be cash:




          (A) any liabilities, as shown on Targa Resources Partners’ most recent consolidated
balance sheet, of Targa Resources Partners or any Restricted Subsidiary (other than
contingent liabilities and liabilities that are by their terms subordinated to the Notes or
any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a
customary novation agreement that releases Targa Resources Partners or such Restricted
Subsidiary from further liability; and




          (B) any securities, notes or other obligations received by Targa Resources Partners or
any such Restricted Subsidiary from such transferee that are within 90 days after the Asset
Sale (subject to ordinary settlement periods), converted by Targa Resources Partners or such
Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash
Equivalents received in that conversion.



          Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Targa Resources
Partners (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds:





     (1) to repay Senior Indebtedness of Targa Resources Partners and/or its Restricted
Subsidiaries (or to make an offer to repurchase or redeem such Indebtedness, provided that
such repurchase or redemption closes within 45 days after the end of such



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360-day period) with a permanent reduction in availability for any revolving credit
Indebtedness;




     (2) to acquire all or substantially all of the properties or assets of, or any Capital
Stock of, another Permitted Business, if, after giving effect to any such acquisition of
Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of Targa
Resources Partners;




     (3) to make a capital expenditure in a Permitted Business; or




     (4) to acquire other assets that are not classified as current assets under GAAP and
that are used or useful in a Permitted Business.



          Pending the final application of any Net Proceeds, Targa Resources Partners or the applicable
Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the
Net Proceeds in any manner that is not prohibited by this Indenture.




          Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second
paragraph of this Section 4.10 will constitute “Excess Proceeds.” When the aggregate amount of
Excess Proceeds exceeds $25.0 million, within five days thereof, Targa Resources Partners will make
an Asset Sale Offer, pursuant to Section 3.09, 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
this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to
purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be
purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to
100% of the principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to
the date of purchase, and will be payable in cash. If any Excess Proceeds remain after
consummation of an Asset Sale Offer, Targa Resources Partners may use those Excess Proceeds for any
purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and
other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, then the Notes and such other pari passu Indebtedness shall be purchased on a pro rata
basis (with such adjustments as may be deemed appropriate by the Issuers so that only Notes and
such other pari passu Indebtedness will be purchased in an authorized denomination and integral
multiples thereof). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will
be reset at zero.




          In making an Asset Sale Offer Targa Resources Partners will comply with the applicable
requirements of Rule 14e-1 under the Exchange Act and other securities laws and regulations. To
the extent that the provisions of any securities laws or regulations conflict with the provisions
of Section 3.09 hereof or this Section 4.10, Targa Resources Partners will comply with the
applicable securities laws and regulations and will not be deemed to have breached its obligations
under Section 3.09 hereof or this Section 4.10 by virtue of such compliance.




     Section 4.11 Transactions with Affiliates.



          (a) Targa Resources Partners shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into or make or





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amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or
for the benefit of, any Affiliate of Targa Resources Partners (individually or as a series of
related transactions, an “Affiliate Transaction”), unless:





          (1) the Affiliate Transaction is on terms that are no less favorable to Targa Resources
Partners or the relevant Restricted Subsidiary than those that would have been obtained in a
comparable transaction by Targa Resources Partners or such Restricted Subsidiary with an
unrelated Person; and




          (2) Targa Resources Partners delivers to the Trustee:




          (A) with respect to any Affiliate Transaction involving aggregate consideration
in excess of $25.0 million, a resolution adopted by a majority of the disinterested
members of the Board of Directors of the General Partner approving such Affiliate
Transaction and set forth in an Officers’ Certificate certifying that such Affiliate
Transaction complies with clause (1) of this Section 4.11(a); and




          (B) with respect to any Affiliate Transaction involving aggregate consideration
in excess of $50.0 million, a written opinion as to the fairness to Targa Resources
Partners or such Subsidiary of such Affiliate Transaction from a financial point of
view issued by an accounting, appraisal or investment banking firm of recognized
industry standing.



          (b) The following items will not be deemed to be Affiliate Transactions and, therefore, shall
not be subject to the provisions of Section 4.11(a) hereof:





          (1) any employment agreement, equity award, equity option or equity appreciation
agreement or plan or any similar arrangement entered into by Targa Resources Partners or any
of its Restricted Subsidiaries in the ordinary course of business and payments pursuant
thereto;




          (2) transactions between or among Targa Resources Partners and/or its Restricted
Subsidiaries;




          (3) transactions with a Person (other than an Unrestricted Subsidiary of Targa
Resources Partners) that is an Affiliate of Targa Resources Partners solely because Targa
Resources Partners owns, directly or through a Restricted Subsidiary, an Equity Interest in,
or controls, such Person;




          (4) any issuance of Equity Interests (other than Disqualified Equity) of Targa
Resources Partners to Affiliates of Targa Resources Partners;




          (5) Restricted Payments or Permitted Investments that do not violate Section 4.07
hereof;




          (6) customary compensation, indemnification and other benefits made available to
officers, directors or employees of Targa Resources Partners or any Affiliate



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of Targa Resources Partners, including reimbursement or advancement of out-of-pocket
expenses and provisions of officers’ and directors’ liability insurance;




          (7) in the case of contracts for purchase, gathering, processing, fractionating, sale,
transportation and marketing of crude oil, natural gas, condensate and natural gas liquids,
hedging agreements, and production handling, operating, construction, terminaling, storage,
lease, platform use, or other operational contracts, any such contracts are entered into in
the ordinary course of business on terms substantially similar to those contained in similar
contracts entered into by Targa Resources Partners or any Restricted Subsidiary and third
parties, or if neither Targa Resources Partners nor any Restricted Subsidiary has entered
into a similar contract with a third party, then the terms are no less favorable than those
available from third parties on an arm’s-length basis;




          (8) loans or advances to employees in the ordinary course of business not to exceed
$1.0 million in the aggregate at any one time outstanding; and




          (9) the existence of, or the performance by Targa Resources Partners or any Restricted
Subsidiary of its obligations under the terms of, (i) any agreements that (x) are described
in the Offering Memorandum under the heading “Certain Relationships and Related Party
Transactions” to which it is a party on the terms described in the Offering Memorandum, (y)
are otherwise described in Schedule 4.11 to this Indenture, or (z) form part of an
Affiliate Transaction that meets the requirements of subclauses (1) and (2) of Section
4.11(a) hereof, (ii) any amendments to such agreements and (iii) any similar agreements
which it may enter into thereafter; provided, however, that the existence of, or the
performance by Targa Resources Partners or any Restricted Subsidiary of its obligations
under, any future amendment to such agreements or under any such similar agreements shall
only be permitted by this clause (9) to the extent that the terms of any such amendment or
new agreement, taken as a whole, are either on terms comparable to the agreements referred
to in the preceding clause (i) or are not less favorable to the Holders in any material
respect.



     Section 4.12 Liens.



          Targa Resources Partners will not, and will not permit any of its Restricted Subsidiaries to,
create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any
kind (other than Permitted Liens) securing Indebtedness (including any Attributable Debt) upon any
of their respective property or assets, now owned or hereafter acquired, unless all payments due
under the Notes or any Note Guarantee of such Restricted Subsidiary, as the case may be, are
secured on an equal and ratable basis or on a senior basis with the obligations so secured until
such time as such obligations are no longer secured by a Lien (other than Permitted Liens).





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     Section 4.13 [Reserved].



     Section 4.14 Corporate Existence.



               Subject to Article 5 hereof, Targa Resources Partners shall do or cause to be done all things
necessary to preserve and keep in full force and effect:




     (1) its limited partnership existence, and the corporate, partnership or other
existence of each of its Restricted Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of Targa Resources
Partners or any such Restricted Subsidiary; and




     (2) the rights (charter and statutory), licenses and franchises of Targa Resources
Partners and its Restricted Subsidiaries;


provided, however, that Targa Resources Partners shall not be required to preserve any such right,
license or franchise, or the corporate, partnership or other existence of any of its Restricted
Subsidiaries, if it shall determine that the preservation thereof is no longer desirable in the
conduct of the business of Targa Resources Partners and its Restricted Subsidiaries, taken as a
whole, and that the loss thereof is not adverse in any material respect to the Holders of the
Notes.




     Section 4.15 Offer to Repurchase Upon Change of Control.



               (a) Upon the occurrence of a Change of Control, Targa Resources Partners shall make an offer
(a “Change of Control Offer”) to each Holder of Notes to repurchase all or any part (equal to
$1,000 or an integral multiple of $1,000) of that Holder’s Notes at a purchase price in cash equal
to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest
and Liquidated Damages, if any, on the Notes repurchased to, but excluding, the date of purchase,
subject to the rights of Holders of Notes on the relevant record date to receive interest due on an
interest payment date that is on or prior to the purchase date (the “Change of Control Payment”).
Within 30 days following any Change of Control, Targa Resources Partners will mail a notice to each
Holder describing the transaction or transactions that constitute the Change of Control and
stating:




          (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and
that all Notes tendered will be accepted for payment;




          (2) the purchase price and the purchase date, which shall be no earlier than 20
Business Days and no later than 60 days from the date such notice is mailed (the “Change of
Control Payment Date”);




          (3) that any Note not tendered will continue to accrue interest and Liquidated Damages,
if any;




          (4) that, unless Targa Resources Partners Default in the payment of the Change of
Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will
cease to accrue interest and Liquidated Damages, if any, after the Change of Control Payment
Date;



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          (5) that Holders electing to have any Notes purchased pursuant to a Change of Control
Offer will be required to surrender the Notes, with the form entitled “Option of Holder to
Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the
Paying Agent at the address specified in the notice prior to the close of business on the
third Business Day preceding the Change of Control Payment Date;




          (6) that Holders will be entitled to withdraw their election if the Paying Agent
receives, not later than the close of business on the second Business Day preceding the
Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of Notes delivered for purchase, and a
statement that such Holder is withdrawing his election to have the Notes purchased; and




          (7) that Holders whose Notes are being purchased only in part will be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered, which
unpurchased portion must be equal to $1,000 in principal amount or an integral multiple
thereof.



               Targa Resources Partners shall comply with the requirements of Rule 14e-l under the Exchange
Act and any other securities laws and regulations. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Section 4.15, Targa Resources
Partners shall comply with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under this Section 4.15 by virtue of such compliance.



               (b) On the Change of Control Payment Date, Targa Resources Partners shall, to the extent
lawful:




          (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the
Change of Control Offer;




          (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions of Notes properly tendered; and




          (3) deliver or cause to be delivered to the Trustee the Notes properly accepted
together with an Officers’ Certificate stating the aggregate principal amount of Notes or
portions of Notes being purchased by the Issuers.



               The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of
Control Payment for such Notes (or, to the extent the Notes are in global form, make such payment
through the facilities of DTC), and the Trustee will promptly authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered; provided, that each new Note will be in a principal amount of
$1,000 or an integral multiple of $1,000. Targa Resources Partners will publicly announce the
results of the Change of Control Offer on or as soon as practicable after the Change of Control
Payment Date.



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               The provisions described above that require the Issuers to make a Change of Control Offer
following a Change of Control will be applicable whether or not any other provisions of this
Indenture are applicable.



               (c) Notwithstanding anything to the contrary in this Section 4.15, Targa Resources Partners
will not be required to make a Change of Control Offer upon a Change of Control if (1) a third
party makes the Change of Control Offer in the manner, at the times and otherwise in compliance
with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and
not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given
pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable
redemption price.



               (d) 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).



     Section 4.16 Limitation on Sale and Leaseback Transactions.



               Targa Resources Partners shall not, and shall not permit any of its Restricted Subsidiaries
to, enter into any sale and leaseback transaction; provided that Targa Resources Partners or any
Restricted Subsidiary may enter into a sale and leaseback transaction if the transfer of assets in
that sale and leaseback transaction is permitted by, and Targa Resources Partners or such
Restricted Subsidiary applies the proceeds of such transaction in compliance with, Section 4.10
hereof.



     Section 4.17 Payments for Consent.



               Targa Resources Partners shall not, and shall not permit any of its Restricted Subsidiaries
to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any
Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Notes unless such consideration is offered to be paid and is
paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth
in the solicitation documents relating to such consent, waiver or agreement.



     Section 4.18 Additional Guarantees.



               If, after the date of this Indenture, any Restricted Subsidiary of Targa Resources Partners
that is not already a Guarantor guarantees any Indebtedness of either of the Issuers or any
Indebtedness of any Guarantor, or any Domestic Subsidiary, if not then a Guarantor, incurs any
Indebtedness under any Credit Facility, then in either case that Subsidiary will become a Guarantor
by executing a supplemental indenture substantially in the form of Exhibit F hereto



71









 




and delivering it to the Trustee within 20 Business Days of the date on which it guaranteed or
incurred such Indebtedness, as the case may be; provided, however, that the preceding shall not
apply to Subsidiaries of Targa Resources Partners that have been properly designated as
Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to
constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Note Guarantee of a
Restricted Subsidiary that was incurred pursuant to this paragraph as a result of its guarantee of
any Indebtedness shall be automatically and unconditionally released upon the satisfaction of the
conditions set forth in Section 10.05(c).




     Section 4.19 Designation of Restricted and Unrestricted Subsidiaries.



               The Board of Directors of the General Partner may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value
of all outstanding Investments owned by Targa Resources Partners and its Restricted Subsidiaries in
the Subsidiary designated as Unrestricted will be deemed to be either an Investment made as of the
time of the designation that will reduce the amount available for Restricted Payments under Section
4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted
Investments, as determined by Targa Resources Partners; provided that any designation will only be
permitted if the Investment would be permitted at that time and if the Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary.



               Any designation of a Subsidiary of Targa Resources Partners as an Unrestricted Subsidiary will
be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the
Board of Directors of the General Partner giving effect to such designation and an Officers’
Certificate certifying that such designation complied with the preceding conditions and was
permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet
the requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to
be incurred by a Restricted Subsidiary of Targa Resources Partners as of such date and, if such
Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa
Resources Partners will be in default of such covenant. The Board of Directors of the General
Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of
Targa Resources Partners; provided that such designation will be deemed to be an incurrence of
Indebtedness by a Restricted Subsidiary of Targa Resources Partners of any outstanding Indebtedness
of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such
Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such
designation had occurred at the beginning of the four-quarter reference period; and (2) no Default
or Event of Default would be in existence following such designation.



     Section 4.20 Termination of Covenants.



               If at any time the Notes achieve an Investment Grade Rating from both of the Rating Agencies
and no Default or Event of Default has occurred and is then continuing under this Indenture, then
upon the Issuers’ giving notice to the Trustee of such event Targa Resources



72









 




Partners and its Restricted Subsidiaries will no longer be subject to the following provisions
of this Indenture:



(1) Section 4.10;



(2) Section 4.07;



(3) Section 4.08;



(4) Section 4.09;



(5) Section 4.11;



(6) Section 4.19;



(7) Section 5.01(a)(4); and



(8) Section 4.16.




               To effect such termination, Targa Resources Partners shall deliver to the Trustee an Officers’
Certificate certifying to the satisfaction of the conditions precedent to such termination.



ARTICLE 5

SUCCESSORS




     Section 5.01 Merger, Consolidation, or Sale of Assets.



               (a) Neither of the Issuers may, directly or indirectly: (1) consolidate or merge with or into
another Person (whether or not such Issuer is the surviving entity); or (2) sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of the properties or assets of Targa
Resources Partners and its Subsidiaries, taken as a whole, in one or more related transactions, to
another Person, unless:




          (1) either:




          (A) such Issuer is the surviving entity; or




          (B) the Person formed by or surviving any such consolidation or merger (if
other than such Issuer) or to which such sale, assignment, transfer, lease,
conveyance or other disposition has been made is a Person organized or existing
under the laws of the United States, any state of the United States or the District
of Columbia; provided, however, that Finance Corp. may not consolidate or merge with
or into any Person other than a corporation satisfying such requirement so long as
Targa Resources Partners is not a corporation;




          (2) the Person formed by or surviving any such consolidation or merger (if other than
such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or
other disposition has been made assumes all the obligations of such



73









 




Issuer under the Notes, this Indenture and each Registration Rights Agreement pursuant
to agreements reasonably satisfactory to the Trustee;




              (3) immediately after such transaction, no Default or Event of Default exists;



         (4) in the case of a transaction involving Targa Resources Partners and not Finance
Corp., Targa Resources Partners or the Person formed by or surviving any such consolidation
or merger (if other than Targa Resources Partners), or to which such sale, assignment,
transfer, lease, conveyance or other disposition has been made, will, either:




               (A) be, on the date of such transaction after giving pro forma effect thereto
and any related financing transactions as if the same had occurred at the beginning
of the applicable four-quarter period, permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth
in Section 4.09(a); or




               (B) have a Fixed Charge Coverage Ratio, on the date of such transaction and
after giving pro forma effect thereto and any related financing transactions as if
the same had occurred at the beginning of the applicable four-quarter period, not
less than the Fixed Charge Coverage Ratio of Targa Resources Partners immediately
prior to such transaction; and




         (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger or disposition and such supplemental
indenture (if any) comply with this Indenture and all conditions precedent therein relating
to such transaction have been satisfied;


provided that clause (4) shall not apply to any sale of assets of a Restricted Subsidiary to Targa
Resources Partners or another Restricted Subsidiary or the merger or consolidation of a Restricted
Subsidiary into any Restricted Subsidiary or Targa Resources Partners.




          (b) Notwithstanding Section 5.01(a), Targa Resources Partners is permitted to reorganize as
any other form of entity in accordance with the procedures established in this Indenture; provided
that:




          (1) the reorganization involves the conversion (by merger, sale, legal conversion,
contribution or exchange of assets or otherwise) of Targa Resources Partners into a form of
entity other than a limited partnership formed under Delaware law;




          (2) the entity so formed by or resulting from such reorganization is an entity
organized or existing under the laws of the United States, any state thereof or the District
of Columbia;



74









 






               (3) the entity so formed by or resulting from such reorganization assumes all the
obligations of Targa Resources Partners under the Notes, this Indenture and each
Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;




               (4) immediately after such reorganization no Default or Event of Default exists; and




               (5) such reorganization is not materially adverse to the Holders of the Notes (for
purposes of this clause (5) it is stipulated that such reorganization shall not be
considered materially adverse to the Holders of the Notes solely because the successor or
survivor of such reorganization (a) is subject to federal or state income taxation as an
entity or (b) is considered to be an “includible corporation” of an affiliated group of
corporations within the meaning of Section 1504(b)(i) of the Internal Revenue Code of 1986,
as amended, or any similar state or local law).



               (c) A Guarantor may not sell or otherwise dispose of all or substantially all of its
properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor
is the surviving Person), another Person, other than Targa Resources Partners or another Guarantor,
except as permitted by Sections 10.04 and 10.05 hereof.



     Section 5.02 Successor Person Substituted.



               Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all of the properties or assets of Targa Resources
Partners in a transaction that is subject to, and that complies with the provisions of, Section
5.01 hereof, the successor Person formed by such consolidation or into or with which Targa
Resources Partners is merged or to which such sale, assignment, transfer, lease, conveyance or
other disposition is made shall succeed to, and be substituted for (so that from and after the date
of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition,
the provisions of this Indenture referring to the “Targa Resources Partners” shall refer instead to
the successor Person and not to Targa Resources Partners), and may exercise every right and power
of Targa Resources Partners under this Indenture with the same effect as if such successor Person
had been named as Targa Resources Partners herein.



ARTICLE 6

DEFAULTS AND REMEDIES




     Section 6.01 Events of Default.




               Each of the following is an “Event of Default”:



                   (1) default for 30 days in the payment when due of interest on, or Liquidated Damages,
if any, with respect to, the Notes;



                   (2) default in the payment when due (at stated maturity, upon redemption or otherwise)
of the principal of, or premium, if any, on, the Notes;



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               (3) failure by the Issuers or the Guarantors to make a Change of Control Offer or an
Asset Sale Offer within the time periods set forth, or to consummate a purchase of Notes
when required pursuant to the terms described in Sections 4.15 or 4.10 or comply with the
provisions of Section 5.01 hereof;



               (4) failure by Targa Resources Partners for 90 days after notice to comply with the
provisions of Section 4.03 hereof;



               (5) failure by the Issuers or the Guarantors for 60 days after written notice to comply
with any of the other agreements in this Indenture;



               (6) default under any mortgage, indenture or instrument under which there may be issued
or by which there may be secured or evidenced any Indebtedness for money borrowed by Targa
Resources Partners or any of its Restricted Subsidiaries (or the payment of which is
guaranteed by Targa Resources Partners or any of its Restricted Subsidiaries), whether such
Indebtedness or Guarantee now exists, or is created after the date of this Indenture, if
that default:




          (A) is caused by a failure to pay principal of, or interest or premium, if any,
on, such Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a “Payment Default”); or




          (B) results in the acceleration of such Indebtedness prior to its express
maturity,


and, in each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a Payment Default
or the maturity of which has been so accelerated, aggregates in excess of 3.0% of Targa
Resources Partners’ Consolidated Net Tangible Assets; provided, however, that if, prior to
any acceleration of the Notes, (i) any such Payment Default is cured or waived, (ii) any
such acceleration of such Indebtedness is rescinded, or (iii) such Indebtedness is repaid
during the 30 day period commencing upon the end of any applicable grace period for such
Payment Default or the occurrence of such acceleration of such Indebtedness, as applicable,
any Default or Event of Default (but not any acceleration) caused by such Payment Default or
acceleration of such Indebtedness shall automatically be rescinded, so long as such
rescission does not conflict with any judgment, decree or applicable law;




               (7) failure by an Issuer or any of Targa Resources Partners’ Restricted Subsidiaries to
pay final judgments entered by a court or courts of competent jurisdiction aggregating in
excess of 3.0% of Targa Resources Partners’ Consolidated Net Tangible Assets, which
judgments are not paid, discharged or stayed for a period of 60 days;



               (8) an Issuer or any of Targa Resources Partners’ Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries of Targa Resources Partners
that, taken together, would constitute a Significant Subsidiary pursuant to or within the
meaning of Bankruptcy Law:



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          (A) commences a voluntary case,




          (B) consents to the entry of an order for relief against it in an involuntary
case,




          (C) consents to the appointment of a custodian of it or for all or
substantially all of its property,




          (D) makes a general assignment for the benefit of its creditors, or




          (E) generally is not paying its debts as they become due;



               (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:




          (A) is for relief against an Issuer or any of Targa Resources Partners’
Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries of the Targa Resources Partners that, taken together, would constitute
a Significant Subsidiary in an involuntary case;




          (B) appoints a custodian of an Issuer or any of Targa Resources Partners’
Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries of Targa Resources Partners that, taken together, would constitute a
Significant Subsidiary or for all or substantially all of the property of an Issuer
or any of Targa Resources Partners’ Restricted Subsidiaries that is a Significant
Subsidiary or any group of Restricted Subsidiaries of Targa Resources Partners that,
taken together, would constitute a Significant Subsidiary; or




          (C) orders the liquidation of an Issuer or any of Targa Resources Partners’
Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries of Targa Resources Partners that, taken together, would constitute a
Significant Subsidiary;


and the order or decree remains unstayed and in effect for 60 consecutive days; and




               (10) except as permitted by this Indenture, any Note Guarantee is held in any judicial
proceeding to be unenforceable or invalid or ceases for any reason to be in full force and
effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or
disaffirms its Obligations under its Note Guarantee.



     Section 6.02 Acceleration.




In the case of an Event of Default specified in clause (8) or (9) of Section 6.01 hereof, with
respect to Finance Corp., Targa Resources Partners or any Restricted Subsidiary of Targa Resources
Partners that is a Significant Subsidiary or any group of Restricted Subsidiaries of Targa
Resources Partners that, taken together, would constitute a Significant Subsidiary, all outstanding
Notes will become due and payable immediately without further action or notice. If



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any other Event of Default occurs and is continuing, the Trustee or the Holders of at least
25% in aggregate principal amount of the then outstanding Notes may declare, by notice in writing
to the Issuers, all the Notes to be due and payable immediately.




               Upon any such declaration, the Notes shall become due and payable immediately.



               The Holders of a majority in aggregate principal amount of the then outstanding Notes by
notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or
waive any existing Default or Event of Default and its consequences under this Indenture except a
continuing Default or Event of Default in the payment of interest or premium or Liquidated Damages,
if any, on, or the principal of, the Notes.



     Section 6.03 Other Remedies.



               If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy
to collect the payment of principal, premium and Liquidated Damages, if any, and interest on the
Notes or to enforce the performance of any provision of the Notes or this Indenture.



               The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note
in exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.



     Section 6.04 Waiver of Past Defaults.



               Holders of not less than a majority in aggregate principal amount of the then outstanding
Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing
Default or Event of Default and its consequences hereunder, except a continuing Default or Event of
Default in the payment of the principal of, premium and Liquidated Damages, if any, or interest on,
the Notes (including in connection with an offer to purchase); provided, however, that the Holders
of a majority in aggregate principal amount of the then outstanding Notes may rescind an
acceleration and its consequences, including any related payment default that resulted from such
acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.



     Section 6.05 Control by Majority.



               Holders of a majority in aggregate principal amount of the then outstanding Notes may direct
the time, method and place of conducting any proceeding for exercising any remedy available to the
Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to
follow any direction that conflicts with law or this Indenture that the Trustee determines may be
unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in
personal liability.



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     Section 6.06 Limitation on Suits.



               A Holder may pursue a remedy with respect to this Indenture or the Notes only if:




               (1) such Holder gives to the Trustee written notice that an Event of Default is
continuing;




                    (2) Holders of at least 25% in aggregate principal amount of the then outstanding Notes
make a written request to the Trustee to pursue the remedy;




                    (3) such Holder or Holders offer and, if requested, provide to the Trustee security or
indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;




                    (4) the Trustee does not comply with the request within 60 days after receipt of the
request and the offer of security or indemnity; and




                    (5) during such 60-day period, Holders of a majority in aggregate principal amount of
the then outstanding Notes do not give the Trustee a direction inconsistent with such
request.



               A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a
Note or to obtain a preference or priority over another Holder of a Note.



     Section 6.07 Rights of Holders of Notes to Receive Payment.



               Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal, premium and Liquidated Damages, if any, and interest on the Note, on
or after the respective due dates expressed in the Note (including in connection with an offer to
purchase), or to bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.



     Section 6.08 Collection Suit by Trustee.



               If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing,
the Trustee is authorized to recover judgment in its own name and as trustee of an express trust
against the Issuers for the whole amount of principal of, premium and Liquidated Damages, if any,
and interest remaining unpaid on, the Notes and interest on overdue principal and, to the extent
lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.



     Section 6.09 Trustee May File Proofs of Claim.



               The Trustee is authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders of the Notes allowed in any judicial proceedings



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relative to the Issuers (or any other obligor upon the Notes), their creditors or their
property and shall be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the
event that the Trustee shall consent to the making of such payments directly to the Holders, to pay
to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any
reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the Holders may be entitled
to receive in such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.




     Section 6.10 Priorities.



               If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the
money or property in the following order:




                    First: to the Trustee, its agents and attorneys for amounts due under Section 7.07
hereof, including payment of all compensation, expenses and liabilities incurred, and all
advances made, by the Trustee and the costs and expenses of collection;




                    Second: to Holders of Notes for amounts due and unpaid on the Notes for principal,
premium and Liquidated Damages, if any, and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Notes for principal,
premium and Liquidated Damages, if any, and interest, respectively; and




          Third: to the Issuers or to such party as a court of competent jurisdiction shall
direct.




               The Trustee may fix a record date and payment date for any payment to Holders of Notes
pursuant to this Section 6.10.



     Section 6.11 Undertaking for Costs.



               In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the
Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more
than 10% in aggregate principal amount of the then outstanding Notes.



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     Section 6.12 Willful Action or Inaction.



               In the case of any Event of Default occurring by reason of any willful action or inaction
taken or not taken by or on behalf of an Issuer with the intention of avoiding payment of the
premium that the Issuers would have had to pay if the Issuers then had elected to redeem the Notes
on or after July 1, 2012 pursuant to Section 3.07, an equivalent premium will also become and be
immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If
an Event of Default occurs prior to July 1, 2012 by reason of any willful action or inaction taken
or not taken by or on behalf of an Issuer with the intention of avoiding the prohibition on
redemption of the Notes prior to that date, then the applicable redemption price pursuant to
Section 3.07 with respect to the first year that the Notes may be redeemed at the Issuers’ option
(other than with the net cash proceeds of an Equity Offering or on a make-whole basis) will also
become immediately due and payable to the extent permitted by law upon the acceleration of the
Notes.



ARTICLE 7

TRUSTEE




     Section 7.01 Duties of Trustee.



               (a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of
the rights and powers vested in it by this Indenture, and use the same degree of care and skill in
its exercise thereof, as a prudent person would exercise or use under the circumstances in the
conduct of such person’s own affairs.



               (b) Except during the continuance of an Event of Default:




          (1) the duties of the Trustee will be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are specifically set
forth in this Indenture and no others, and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and




          (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, the Trustee will examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture.



               (c) The Trustee may not be relieved from liabilities for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:




          (1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;




          (2) the Trustee will not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts;



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                (3) the Trustee will not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof;
and




                (4) The Trustee may refuse to perform any duty or exercise any right or power that
would require it to expend its own funds or risk any liability if it shall reasonably
believe that repayment of such funds or adequate indemnity against such risk is not
reasonably assured to it.




               (d) Whether or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01.




               (e) The Trustee will not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Issuers. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law.



     Section 7.02 Rights of Trustee.



               (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to
have been signed or presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document.



               (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits
to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee
may consult with counsel and the written advice of such counsel or any Opinion of Counsel will be
full and complete authorization and protection from liability in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon.



               (c) The Trustee may act through its attorneys and agents and will not be responsible for the
misconduct or negligence of any agent appointed with due care.



               (d) The Trustee will not be liable for any action it takes or omits to take in good faith that
it believes to be authorized or within the rights or powers conferred upon it by this Indenture.



               (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction
or notice from the Issuers will be sufficient if signed by an Officer of each of the Issuers.



               (f) The Trustee will be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Holders unless such Holders have
offered to the Trustee reasonable indemnity or security against the losses, liabilities and
expenses that might be incurred by it in compliance with such request or direction.



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     Section 7.03 Individual Rights of Trustee.



               The Trustee in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Issuers or any Affiliate of the Issuers with the same rights it
would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting
interest (as defined in the TIA) after a Default has occurred and is continuing it must eliminate
such conflict within 90 days, apply to the SEC for permission to continue as trustee (if this
Indenture has been qualified under the TIA) or resign. Any Agent may do the same with like rights
and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.



     Section 7.04 Trustee’s Disclaimer.



               The Trustee will not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, it shall not be accountable for the Issuers’ use of the
proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any
provision of this Indenture, it will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will not be responsible for any
statement or recital herein or any statement in the Notes or any other document in connection with
the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.



     Section 7.05 Notice of Defaults.



               If a Default or Event of Default occurs and is continuing and if it is known to the Trustee,
the Trustee will mail to Holders of Notes a notice of the Default or Event of Default within 90
days after it occurs. Except in the case of a Default or Event of Default in payment of principal
of, premium or Liquidated Damages, if any, or interest on, any Note, the Trustee may withhold the
notice if and so long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.



     Section 7.06 Reports by Trustee to Holders of the Notes.



               (a) Within 60 days after each May 15 beginning with the May 15 following the date of this
Indenture, and for so long as Notes remain outstanding, the Trustee will mail to the Holders of the
Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no
event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date,
no report need be transmitted). The Trustee also will comply with TIA § 313(b)(2). The Trustee
will also transmit by mail all reports as required by TIA § 313(c).



               (b) A copy of each report at the time of its mailing to the Holders of Notes will be mailed by
the Trustee to the Issuers and filed by the Trustee with the SEC and each stock exchange on which
the Notes are listed in accordance with TIA § 313(d). The Issuers will promptly notify the Trustee
when the Notes are listed on any stock exchange.



     Section 7.07 Compensation and Indemnity.



               (a) The Issuers will pay to the Trustee from time to time reasonable compensation for its
acceptance of this Indenture and services hereunder. The Trustee’s compensation will not be
limited by any law on compensation of a trustee of an express trust.



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The Issuers will reimburse the Trustee promptly upon request for all reasonable disbursements,
advances and expenses incurred or made by it in addition to the compensation for its services.
Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s
agents and counsel.




               (b) The Issuers and the Guarantors will indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the costs and expenses of enforcing
this Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending
itself against any claim (whether asserted by the Issuers, the Guarantors, any Holder or any other
Person) or liability in connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability or expense may be attributable to its
negligence or bad faith. The Trustee will notify the Issuers promptly of any claim for which it
may seek indemnity. Failure by the Trustee to so notify the Issuers will not relieve the Issuers
or any of the Guarantors of their obligations hereunder except to the extent that the Issuers are
materially prejudiced by such failure to promptly provide notice. The Issuers or such Guarantor
will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate
counsel and the Issuers will pay the reasonable fees and expenses of such counsel. Neither the
Issuers nor any Guarantor need pay for any settlement made without its consent, which consent will
not be unreasonably withheld.



               (c) The obligations of the Issuers and the Guarantors under this Section 7.07 will survive the
satisfaction and discharge of this Indenture.



               (d) To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, the
Trustee will have a Lien prior to the Notes on all money or property held or collected by the
Trustee, except that held in trust to pay principal, premium, if any, Liquidated Damages, if any,
and interest on particular Notes. Such Lien will survive the satisfaction and discharge of this
Indenture.



               (e) When the Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(8) or (9) hereof occurs, the expenses and the compensation for the services
(including the fees and expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law.



               (f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.



     Section 7.08 Replacement of Trustee.



               (a) A resignation or removal of the Trustee and appointment of a successor Trustee will become
effective only upon the successor Trustee’s acceptance of appointment as provided in this Section
7.08.



               (b) The Trustee may resign in writing at any time and be discharged from the trust hereby
created by so notifying the Issuers; and any such notice shall set forth the effective date of the
Trustee’s resignation. The Holders of a majority in aggregate principal amount of the



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then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in
writing. The Issuers may remove the Trustee if:





          (1) the Trustee fails to satisfy the requirements of Section 7.10 hereof;




          (2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is
entered with respect to the Trustee under any Bankruptcy Law;




          (3) a custodian or public officer takes charge of the Trustee or its property; or




          (4) the Trustee becomes incapable of acting.



               (c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for
any reason, the Issuers will promptly appoint a successor Trustee. Within one year after the
successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then
outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the
Issuers.



               (d) If a successor Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Issuers, or the Holders of at least 10% in
aggregate principal amount of the then outstanding Notes may petition any court of competent
jurisdiction for the appointment of a successor Trustee.



               (e) If the Trustee, after written request by any Holder who has been a Holder for at least six
months, fails to satisfy the requirements of Section 7.10 hereof, such Holder may petition any
court of competent jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.



               (f) A successor Trustee will deliver a written acceptance of its appointment to the retiring
Trustee and to the Issuers. Thereupon, the resignation or removal of the retiring Trustee will
become effective, and the successor Trustee will have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee will mail a notice of its succession to
Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to the
successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to
the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 7.08, the Issuers’ obligations under Section 7.07 hereof will continue for the
benefit of the retiring Trustee.



     Section 7.09 Successor Trustee by Merger, etc.



               If the Trustee consolidates, merges or converts into, or sells or otherwise transfers all or
substantially all of its corporate trust business to, another corporation, the successor
corporation without any further act will be the successor Trustee.




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     Section 7.10 Eligibility; Disqualification.



          There will at all times be a Trustee hereunder that is a corporation organized and doing
business under the laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of at least $100.0
million as set forth in its most recent published annual report of condition.



          This Indenture will always have a Trustee who satisfies the requirements of TIA § 310(a)(1),
(2) and (5). The Trustee is subject to TIA § 310(b).



     Section 7.11 Preferential Collection of Claims Against the Issuers.



          The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA
§ 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the
extent indicated therein.



ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE




     Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.



          The Issuers may, at their option and at any time, elect to have either Section 8.02 or 8.03
hereof be applied to all outstanding Notes and Note Guarantees upon compliance with the conditions
set forth below in this Article 8.



     Section 8.02 Legal Defeasance and Discharge.



          Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this
Section 8.02, the Issuers and each of the Guarantors will, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their
obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the
conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose,
Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Notes (including the Note
Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of
Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2)
below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and
this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute
proper instruments acknowledging the same), except for the following provisions which will survive
until otherwise terminated or discharged hereunder:




          (1) the rights of Holders of outstanding Notes to receive payments in respect of the
principal of, or interest or premium and Liquidated Damages, if any, on, such Notes when
such payments are due from the trust referred to in Section 8.04 hereof;




          (2) the Issuers’ obligations with respect to the Notes concerning issuing temporary
Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes



86









 







and the maintenance of an office or agency for payment and money for security payments
held in trust;




          (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Issuers’ and the Guarantors’ obligations in connection therewith; and




          (4) this Article 8.



          Subject to compliance with this Article 8, the Issuers may exercise their option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.



     Section 8.03 Covenant Defeasance.



          Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section
8.03, the Issuers and each of the Guarantors will, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, be released from each of their obligations under the covenants
contained in Sections 3.09, 4.03, 4.04 (except for paragraph (a) thereof to the extent required by
the TIA), 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.15, 4.16, 4.17, 4.18 and 4.19 hereof and
clause (4) of Section 5.01 hereof with respect to the outstanding Notes, and the Guarantors will be
released from their obligations with respect to the Note Guarantees, on and after the date the
conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and
the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver,
consent or declaration or act of Holders (and the consequences of any thereof) in connection with
such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it
being understood that such Notes will not be deemed outstanding for accounting purposes to the
extent permitted by GAAP). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes and Note Guarantees, the Issuers and the Guarantors may omit to comply with and
will have no liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other provision herein or in any
other document and such omission to comply will not constitute a Default or an Event of Default
under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such
Notes and Note Guarantees will be unaffected thereby. In addition, upon the Issuers’ exercise
under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(7)
inclusive and Section 6.01(10) will not constitute Events of Default.



     Section 8.04 Conditions to Legal or Covenant Defeasance.



          In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02
or 8.03 hereof:




          (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a
combination of cash in U.S. dollars and non-callable Government Securities, in amounts as
will be sufficient, in the opinion of a nationally recognized



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investment bank, appraisal firm or firm of independent public accountants, to pay the
principal of, or interest and premium and Liquidated Damages, if any, on the outstanding
Notes on the stated date for payment thereof or on the applicable Redemption Date, as the
case may be, and the Issuers must specify whether the Notes are being defeased to such
stated date for payment or to a particular Redemption Date;




          (2) in the case of an election under Section 8.02 hereof, the Issuers must deliver to
the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:




          (A) the Issuers have received from, or there has been published by, the
Internal Revenue Service a ruling; or




          (B) since the date of this Indenture, there has been a change in the applicable
federal income tax law,




in either case to the effect that, and based thereon such Opinion of Counsel shall confirm
that, the Holders of the outstanding Notes will not recognize income, gain or loss for
federal income tax purposes as a result of such Legal Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times as would
have been the case if such Legal Defeasance had not occurred;




          (3) in the case of an election under Section 8.03 hereof, the Issuers must deliver to
the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the
Holders of the outstanding Notes will not recognize income, gain or loss for federal income
tax purposes as a result of such Covenant Defeasance and will be subject to federal income
tax on the same amounts, in the same manner and at the same times as would have been the
case if such Covenant Defeasance had not occurred;




          (4) no Default or Event of Default shall have occurred and be continuing on the date of
such deposit (other than a Default or Event of Default resulting from the borrowing of funds
to be applied to such deposit);




          (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or
violation of, or constitute a default under, any material agreement or instrument (other
than this Indenture) to which Targa Resources Partners or any of its Subsidiaries is a party
or by which Targa Resources Partners or any of its Subsidiaries is bound;




          (6) the Issuers must deliver to the Trustee an Officers’ Certificate stating that the
deposit was not made by the Issuers with the intent of preferring the Holders of Notes over
the other creditors of the Issuers with the intent of defeating, hindering, delaying or
defrauding any creditors of the Issuers or others; and




          (7) the Issuers must deliver to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the
Covenant Defeasance have been complied with.



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     Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other
Miscellaneous Provisions.



          Subject to Section 8.06 hereof, all money and non-callable Government Securities (including
the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the
outstanding Notes will be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including either Issuer acting as Paying Agent) as the Trustee may determine, to the Holders
of such Notes of all sums due and to become due thereon in respect of principal, premium and
Liquidated Damages, if any, and interest, but such money need not be segregated from other funds
except to the extent required by law.



          The Issuers will pay and indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against the cash or non-callable Government Securities deposited pursuant to Section
8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of the outstanding Notes.



          Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to
the Issuers from time to time upon the request of the Issuers any money or non-callable Government
Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally
recognized investment bank, appraisal firm or firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.



     Section 8.06 Repayment to the Issuers.



          Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in
trust for the payment of the principal of, premium or Liquidated Damages, if any, or interest on,
any Note and remaining unclaimed for two years after such principal, premium or Liquidated Damages,
if any, or interest has become due and payable shall be paid to the Issuers on their request or (if
then held by the Issuers) will be discharged from such trust; and the Holder of such Note will
thereafter be permitted to look only to the Issuers for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as
trustee thereof, will thereupon cease; provided, however, that, if any Notes then outstanding are
in definitive form, the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Issuers cause to be published once, in The New York Times and
The Wall Street Journal (national edition), notice that such money remains unclaimed and that,
after a date specified therein, which will not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining will be repaid to
the Issuers.



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     Section 8.07 Reinstatement.



          If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government
Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any
order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Issuers’ and the Guarantors’ obligations under this
Indenture and the Notes and the Note Guarantees will be revived and reinstated as though no deposit
had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent
is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case
may be; provided, however, that, if the Issuers make any payment of principal of, premium or
Liquidated Damages, if any, or interest on, any Note following the reinstatement of its
obligations, the Issuers will be subrogated to the rights of the Holders of such Notes to receive
such payment from the money held by the Trustee or Paying Agent.



ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER




     Section 9.01 Without Consent of Holders of Notes.



          Notwithstanding Section 9.02 of this Indenture, the Issuers, the Guarantors and the Trustee
may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of
any Holder of Notes:




          (1) to cure any ambiguity, defect or inconsistency;




          (2) to provide for uncertificated Notes in addition to or in place of certificated
Notes;




          (3) to provide for the assumption of the Issuers’ or a Guarantor’s obligations to the
Holders of the Notes and Note Guarantees in the case of a merger or consolidation or sale of
all or substantially all of the Issuers’ or such Guarantors’ properties or assets, as
applicable;




          (4) to make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the legal rights hereunder of any
such Holder;




          (5) to comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA;




          (6) to conform the text of this Indenture or the Note Guarantees to any provision of
the “Description of Notes” section of the Issuers’ Offering Memorandum to the extent that
such text of this Indenture or the Note Guarantees was intended to reflect such provision of
the “Description of Notes”;




          (7) to provide for the issuance of Additional Notes in accordance with the limitations
set forth in this Indenture as of the date hereof;



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          (8) to allow any Guarantor to execute a supplemental indenture and/or a notation of
Note Guarantee with respect to the Notes or to reflect the addition or release of a Note
Guarantee in accordance with this Indenture;




          (9) to secure the Notes and/or the Note Guarantees; or




          (10) to provide for the reorganization of Targa Resources Partners as any other form of
entity, in accordance with Section 5.01(b).



          Upon the request of the Issuers accompanied by resolutions of their Boards of Directors
authorizing the execution of any such amended or supplemental indenture, and upon receipt by the
Trustee of the documents described in Section 9.06 hereof, the Trustee will join with the Issuers
and the Guarantors in the execution of any amended or supplemental indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee will not be obligated to enter into
such amended or supplemental indenture that affects its own rights, duties or immunities under this
Indenture or otherwise.



     Section 9.02 With Consent of Holders of Notes.



          Except as provided below in this Section 9.02, the Issuers, the Guarantors and the Trustee may
amend or supplement this Indenture (including Sections 3.09, 4.10 and 4.15 hereof) and the Notes
and the Note Guarantees with the consent of the Holders of a majority in aggregate principal amount
of the then outstanding Notes (including Additional Notes, if any) voting as a single class
(including, without limitation, consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing
Default or Event of Default or compliance with any provision of this Indenture or the Notes or the
Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal
amount of the then outstanding Notes (including, without limitation, Additional Notes, if any)
voting as a single class (including, without limitation, consents obtained in connection with a
tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall
determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.



          Upon the request of the Issuers accompanied by resolutions of their Boards of Directors
authorizing the execution of any such amended or supplemental indenture, and upon the filing with
the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the
Trustee will join with the Issuers and the Guarantors in the execution of such amended or
supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may
in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture.



          It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve
the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such
consent approves the substance thereof.



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          After an amendment, supplement or waiver under this Section 9.02 becomes effective, the
Issuers will mail to the Holders of Notes affected thereby a notice briefly describing the
amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect
therein, will not, however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver.



          However, without the consent of each Holder affected, an amendment, supplement or waiver under
this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):




          (1) reduce the principal amount of Notes whose Holders must consent to an amendment,
supplement or waiver;




          (2) reduce the principal of or change the fixed maturity of any Note or alter the
provisions with respect to the redemption or repurchase of the Notes (other than provisions
relating to Sections 3.09, 4.10 or 4.15 hereof);




          (3) reduce the rate of or change the time for payment of interest, including default
interest, on any Note;




          (4) waive a Default or Event of Default in the payment of principal of, or interest or
premium or Liquidated Damages, if any, on the Notes (except a rescission of acceleration of
the Notes by the Holders of a majority in aggregate principal amount of the then outstanding
Notes and a waiver of the payment default that resulted from such acceleration);




          (5) make any Note payable in money other than that stated in the Notes;




          (6) make any change in the provisions of this Indenture relating to waivers of past
Defaults or Events of Default or the rights of Holders of Notes to receive payments of,
principal of, or interest or premium or Liquidated Damages, if any, on, the Notes (other
than as permitted by clause (7) below);




          (7) waive a redemption or repurchase payment with respect to any Note (other than a
payment required by Sections 4.10 or 4.15 hereof);




          (8) release any Guarantor from any of its obligations under its Note Guarantee or this
Indenture, except in accordance with the terms of this Indenture; or




          (9) make any change in the preceding amendment, supplement and waiver provisions.



     Section 9.03 Compliance with Trust Indenture Act.



          Every amendment or supplement to this Indenture or the Notes will be set forth in an amended
or supplemental indenture that complies with the TIA as then in effect.



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     Section 9.04 Revocation and Effect of Consents.



          Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a
Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of
the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written notice of revocation
before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or
waiver becomes effective in accordance with its terms and thereafter binds every Holder; except as
provided in the last paragraph of Section 9.02.



     Section 9.05 Notation on or Exchange of Notes.



          The Trustee may place an appropriate notation about an amendment, supplement or waiver on any
Note thereafter authenticated. The Issuers in exchange for all Notes may issue and the Trustee
shall, upon receipt of a Company Order, authenticate new Notes that reflect the amendment,
supplement or waiver.



          Failure to make the appropriate notation or issue a new Note will not affect the validity and
effect of such amendment, supplement or waiver.



     Section 9.06 Trustee to Sign Amendments, etc.



          The Trustee will sign any amended or supplemental indenture authorized pursuant to this
Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities
or immunities of the Trustee. The Issuers may not sign an amended or supplemental indenture until
the Boards of Directors of each of the Issuers approves it. In executing any amended or
supplemental indenture, the Trustee will be entitled to receive and (subject to Section 7.01
hereof) will be fully protected in relying upon, in addition to the documents required by Section
12.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such
amended or supplemental indenture is authorized or permitted by this Indenture. In the case of any
amendment or supplement pursuant to Section 9.01(6) hereof, such Officers’ Certificate shall
include a certification that the conforming change being made to this Indenture reflects the intent
of the Issuers and the Initial Purchasers.



ARTICLE 10

NOTE GUARANTEES




     Section 10.01 Guarantee.



          (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally,
unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and
to the Trustee and its successors and assigns, irrespective of the validity and enforceability of
this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that:




          (1) the principal of, premium and Liquidated Damages, if any, and interest on, the
Notes will be promptly paid in full when due, whether at stated maturity,



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by acceleration, redemption or otherwise, and interest on the overdue principal of and
interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the
Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed,
all in accordance with the terms hereof and thereof; and




          (2) in case of any extension of time of payment or renewal of any Notes or any of such
other obligations, that same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise.



          Failing payment when due of any amount so guaranteed or any performance so guaranteed for
whatever reason, the Guarantors will be jointly and severally obligated to pay the same
immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.



          (b) The Guarantors hereby agree that their obligations hereunder are unconditional,
irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with
respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any
action to enforce the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest,
notice and all demands whatsoever and covenant that this Note Guarantee will not be discharged
except by complete performance of the obligations contained in the Notes and this Indenture.



          (c) If any Holder or the Trustee is required by any court or otherwise to return to the
Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in
relation to either the Issuers or the Guarantors, any amount paid by either to the Trustee or such
Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force
and effect.



          (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation
to the Holders in respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on
the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes
of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any
declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations
(whether or not due and payable) will forthwith become due and payable by the Guarantors for the
purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the rights of the
Holders under the Note Guarantee.



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     Section 10.02 Limitation on Guarantor Liability.



          Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the
intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent
transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors
hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum
amount that will, after giving effect to such maximum amount and all other contingent and fixed
liabilities of such Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in
the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer
or conveyance.



     Section 10.03 Execution and Delivery of Note Guarantee.



          To evidence its Note Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees
that a notation of such Note Guarantee substantially in the form attached as Exhibit E hereto will
be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee
and that this Indenture will be executed on behalf of such Guarantor by one of its Officers.



          Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof will
remain in full force and effect notwithstanding any failure to endorse on each Note a notation of
such Note Guarantee.



          If an Officer whose signature is on this Indenture or on the notation of Note Guarantee no
longer holds that office at the time the Trustee authenticates the Note on which a notation of Note
Guarantee is endorsed, the Note Guarantee will be valid nevertheless.



          The delivery of any Note by the Trustee, after the authentication thereof hereunder, will
constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the
Guarantors.



          In the event that the Issuers or any of Targa Resources Partners’ Restricted Subsidiaries
creates or acquires any Domestic Subsidiary after the date of this Indenture, if required by
Section 4.18 hereof, the Issuers will cause such Domestic Subsidiary to comply with the provisions
of Section 4.18 hereof and this Article 10, to the extent applicable.



     Section 10.04 Guarantors May Consolidate, etc., on Certain Terms.



          Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise
dispose of all or substantially all of its properties or assets to, or consolidate with or merge
with or into (whether or not such Guarantor is the surviving Person) another Person, other than
Targa Resources Partners or another Guarantor, unless:



95









 






          (1) immediately after giving effect to such transaction, no Default or Event of Default
exists; and




          (2) either:




          (A) subject to Section 10.05 hereof, the Person acquiring the properties or
assets in any such sale or other disposition or the Person formed by or surviving
any such consolidation or merger (other than the Guarantor) unconditionally assumes
all the obligations of that Guarantor under this Indenture, its Note Guarantee and
each Registration Rights Agreement on the terms set forth herein or therein,
pursuant to a supplemental indenture substantially in the form of Exhibit F hereto;
or




          (B) the Net Proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of this Indenture, including without
limitation, Section 4.10 hereof.



          In case of any such consolidation, merger, sale or conveyance and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the Trustee, of such
obligations, such successor Person will succeed to and be substituted for the Guarantor with the
same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may
cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the
Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered
to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank
and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Note Guarantees had been issued
at the date of the execution hereof.



     Section 10.05 Releases.



          (a) In the event of any sale or other disposition of all or substantially all of the
properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or
other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is
not (either before or after giving effect to such transactions) Targa Resources Partners or a
Restricted Subsidiary of Targa Resources Partners, then such Guarantor (in the event of a sale or
other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of
such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other
disposition of all or substantially all of the properties or assets of such Guarantor) will be
released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds
of such sale or other disposition are applied in accordance with the applicable provisions of this
Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuers to the
Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other
disposition was made by the Issuers in accordance with the provisions of this Indenture, including
without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required
in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.



96









 





          (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the
terms of this Indenture, such Guarantor will be released and relieved of any obligations under its
Note Guarantee.



          (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or
another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor
with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time
following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such
Guarantor shall be required to provide a Note Guarantee at such time.



          (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and
discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released
and relieved of any obligations under its Note Guarantee.



          Any Guarantor not released from its obligations under its Note Guarantee as provided in this
Section 10.05 will remain liable for the full amount of principal of and interest and premium and
Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this
Indenture as provided in this Article 10.



ARTICLE 11

SATISFACTION AND DISCHARGE




     Section 11.01 Satisfaction and Discharge.



          This Indenture will be discharged and will cease to be of further effect as to all Notes
issued hereunder (except as to surviving rights of registration, transfer or exchange of the Notes
and as otherwise specified in this Indenture), when:




          (1) either:




          (A) all Notes that have been authenticated, except lost, stolen or destroyed
Notes that have been replaced or paid and Notes for whose payment money has
theretofore been deposited in trust and thereafter repaid to the Issuers, have been
delivered to the Trustee for cancellation; or




          (B) all Notes that have not been delivered to the Trustee for cancellation have
become due and payable or will become due and payable within one year by reason of
the mailing of a notice of redemption or otherwise and the Issuers or any Guarantor
has irrevocably deposited or caused to be deposited with the Trustee as trust funds
in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable
Government Securities, or a combination of cash in U.S. dollars and non-callable
Government Securities, in amounts as will be sufficient, without consideration of
any reinvestment of interest, to pay and discharge the entire Indebtedness on the
Notes not delivered to the Trustee for cancellation for principal, premium and
Liquidated Damages, if any, and accrued interest to the date of fixed maturity or
redemption;



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          (2) no Default or Event of Default has occurred and is continuing on the date of such
deposit (other than a Default or Event of Default resulting from the borrowing of funds to
be applied to such deposit) and the deposit will not result in a breach or violation of, or
constitute a default under, any other instrument to which Targa Resources Partners or any
Guarantor is a party or by which Targa Resources Partners or any Guarantor is bound;




          (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it
under this Indenture; and




          (4) the Issuers have delivered irrevocable instructions to the Trustee under this
Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or
on the Redemption Date, as the case may be.



          In addition, the Issuers must deliver an Officers’ Certificate and an Opinion of Counsel to
the Trustee stating that all conditions precedent to satisfaction and discharge have been
satisfied.



          Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited
with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of
Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be
deemed to discharge those provisions of Section 7.07 hereof that, by their terms, survive the
satisfaction and discharge of this Indenture.



     Section 11.02 Application of Trust Money.



          Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee
pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including either Issuer acting as Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium and Liquidated Damages, if any) and interest for
whose payment such money has been deposited with the Trustee; but such money need not be segregated
from other funds except to the extent required by law.



          If the Trustee or Paying Agent is unable to apply any money or Government Securities in
accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Issuers’ and any Guarantor’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof,
provided that if the Issuers have made any payment of principal of, premium or Liquidated Damages,
if any, or interest on, any Notes because of the reinstatement of its obligations, the Issuers
shall be subrogated to the rights of the Holders of such Notes to receive such payment from the
money or Government Securities held by the Trustee or Paying Agent.



98









 





ARTICLE 12

MISCELLANEOUS




     Section 12.01 Trust Indenture Act Controls.



          If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by
TIA § 318(c) in relation to indentures qualified under the TIA, the imposed duties will control,
irrespective of whether or not this Indenture is qualified under the TIA.



     Section 12.02 Notices.



          Any notice or communication by the Issuers, any Guarantor or the Trustee to the others is duly
given if in writing in the English language and delivered in Person or by first class mail
(registered or certified, return receipt requested), facsimile transmission or overnight air
courier guaranteeing next day delivery, to the others’ address:



          If to the Issuers and/or any Guarantor:


Targa Resources Partners LP

Targa Resources Finance Corp.

1000 Louisiana, Suite 4300

Houston, Texas 77002

Facsimile No.: (713) 584-1110

Attention: Treasurer




          With a copy to each of:


Targa Resources Partners LP

Targa Resources Finance Corp.

1000 Louisiana, Suite 4300

Houston, Texas 77002

Facsimile No.: (713) 584-1110

Attention: General Counsel



and



Vinson & Elkins L.L.P.

1001 Fannin, Suite 2500

Houston, Texas 77002

Facsimile No.: (713) 615-5883

Attention: Christopher S. Collins




99









 








          If to the Trustee:


U.S. Bank National Association

5555 San Felipe, Suite 1150

Houston, Texas 77056

Facsimile No.: (713) 235-9213

Attention: Corporate Trust Services




          The Issuers, any Guarantor or the Trustee, by notice to the others, may designate additional
or different addresses for subsequent notices or communications.



          All notices and communications (other than those sent to Holders) will be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by
facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.



          Any notice or communication to a Holder will be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to
its address shown on the register kept by the Registrar. Any notice or communication will also be
so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to
mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with
respect to other Holders.



          If a notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.



          If the Issuers mail a notice or communication to Holders, they will mail a copy to the Trustee
and each Agent at the same time.



     Section 12.03 Communication by Holders of Notes with Other Holders of Notes.



          Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their
rights under this Indenture or the Notes. The Issuers, the Trustee, the Registrar and anyone else
shall have the protection of TIA § 312(c).



100









 





     Section 12.04 Certificate and Opinion as to Conditions Precedent.



          Upon any request or application by the Issuers to the Trustee to take any action under this
Indenture, the Issuers shall furnish to the Trustee:




          (1) an Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which must include the statements set forth in Section 12.05 hereof) stating that,
in the opinion of the signers, all conditions precedent and covenants, if any, provided for
in this Indenture relating to the proposed action have been satisfied; and




          (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which must include the statements set forth in Section 12.05 hereof) stating that, in the
opinion of such counsel, all such conditions precedent and covenants have been satisfied.



     Section 12.05 Statements Required in Certificate or Opinion.



          Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) must comply
with the provisions of TIA § 314(e) and must include:




          (1) a statement that the person making such certificate or opinion has read such
covenant or condition;




          (2) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




          (3) a statement that, in the opinion of such person, he or she has made such
examination or investigation as is necessary to enable him or her to express an informed
opinion as to whether or not such covenant or condition has been satisfied; and




          (4) a statement as to whether or not, in the opinion of such person, such condition or
covenant has been satisfied.



     Section 12.06 Rules by Trustee and Agents.



          The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar
or Paying Agent may make reasonable rules and set reasonable requirements for its functions.



     Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders.



          Neither the General Partner nor any past, present or future director, officer, partner,
member, employee, incorporator, manager or unit holder or other owner of Equity Interest of the
Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers or
the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim



101









 







based on, in respect of, or by reason of, such obligations or their creation. Each Holder of
Notes by accepting a Note waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Notes and the Note Guarantees.



     Section 12.08 Governing Law.



          THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES
AND THE NOTE GUARANTEES.



     Section 12.09 No Adverse Interpretation of Other Agreements.



          This Indenture may not be used to interpret any other indenture, loan or debt agreement of
Targa Resources Partners or its Subsidiaries or of any other Person. Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.



     Section 12.10 Successors.



          All agreements of the Issuers in this Indenture and the Notes will bind their successors. All
agreements of the Trustee in this Indenture will bind its successors. All agreements of each
Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 10.05
hereof.



     Section 12.11 Severability.



          In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired thereby.



     Section 12.12 Counterpart Originals.



          The parties may sign any number of copies of this Indenture. Each signed copy will be an
original, but all of them together represent the same agreement.



     Section 12.13 Table of Contents, Headings, etc.



          The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part of
this Indenture and will in no way modify or restrict any of the terms or provisions hereof.



[Signatures on following page]




102









 








SIGNATURES



Dated as of the date first written above.




	 	 	 	 	 
	 	ISSUERS:


TARGA RESOURCES PARTNERS LP

 	 
	 	By:  	 Targa Resources GP LLC,
 	 
	 	 	Its General Partner 	 



	 	 	 	 	 
	 	By:  	               /s/ Matthew J. Meloy
 	 
	 	 	Name:  	Matthew J. Meloy 	 
	 	 	Title:  	Vice President – Finance and Treasurer 	 
	 



	 	 	 	 	 
	 	TARGA RESOURCES PARTNERS
FINANCE
 CORPORATION

 	 
	 	By:  	    /s/ Matthew J. Meloy
 	 
	 	 	Name:  	Matthew J. Meloy 	 
	 	 	Title:  	Vice President – Finance and Treasurer 	 
	 



	 	 	 	 	 
	 	GUARANTORS:


TARGA RESOURCES OPERATING GP LLC

 	 
	 	By:  	    /s/ Matthew J. Meloy
 	 
	 	 	Name:  	Matthew J. Meloy 	 
	 	 	Title:  	Vice President – Finance and Treasurer 	 
	 



	 	 	 	 	 
	 	TARGA RESOURCES OPERATING LP

 	 
	 	By:  	 Targa Resources Operating GP LLC,
 	 
	 	 	Its General Partner 	 



	 	 	 	 	 
	 	By:  	             /s/ Matthew J. Meloy
 	 
	 	 	Name:  	Matthew J. Meloy 	 
	 	 	Title:  	Vice President – Finance and Treasurer 	 
	 




103









 





	 	 	 	 	 
	 	TARGA NORTH TEXAS GP LLC

 	 
	 	By:  	    /s/ Matthew J. Meloy
 	 
	 	 	Name:  	Matthew J. Meloy 	 
	 	 	Title:  	Vice President – Finance and Treasurer 	 
	 
	 
	 	TARGA NORTH TEXAS LP

 	 
	 	By:  	 Targa North Texas GP LLC,
 	 
	 	 	Its General Partner 	 



	 	 	 	 	 
	 	By:  	               /s/ Matthew J. Meloy
 	 
	 	 	Name:  	Matthew J. Meloy 	 
	 	 	Title:  	Vice President – Finance and Treasurer 	 
	 



	 	 	 	 	 
	 	TARGA INTRASTATE PIPELINE LLC

 	 
	 	By:  	    /s/ Matthew J. Meloy
 	 
	 	 	Name:  	Matthew J. Meloy 	 
	 	 	Title:  	Vice President – Finance and Treasurer 	 
	 
	 
	 	TARGA RESOURCES TEXAS GP LLC

 	 
	 	By:  	    /s/ Matthew J. Meloy
 	 
	 	 	Name:  	Matthew J. Meloy 	 
	 	 	Title:  	Vice President – Finance and Treasurer 	 
	 
	 	TARGA TEXAS FIELD SERVICES LP

 	 
	 	By:  	      Targa Resources Texas GP LLC,
 	 
	 	 	Its General Partner 	 



	 	 	 	 	 
	 	By:  	              /s/ Matthew J. Meloy
 	 
	 	 	Name:  	Matthew J. Meloy 	 
	 	 	Title:  	Vice President – Finance and Treasurer 	 
	 




104









 





	 	 	 	 	 
	 	TARGA LOUISIANA FIELD SERVICES LLC

 	 
	 	By:  	    /s/ Matthew J. Meloy
 	 
	 	 	Name:  	Matthew J. Meloy 	 
	 	 	Title:  	Vice President – Finance and Treasurer 	 
	 



	 	 	 	 	 
	 	TARGA LOUISIANA INTRASTATE LLC

 	 
	 	By:  	    /s/ Matthew J. Meloy
 	 
	 	 	Name:  	Matthew J. Meloy 	 
	 	 	Title:  	Vice President – Finance and Treasurer 	 
	 



	 	 	 	 	 
	 	TRUSTEE:


U.S. BANK NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	    /s/ Steven A. Finklea
 	 
	 	 	Name:  	Steven A. Finklea 	 
	 	 	Title:  	Vice President 	 
	 




105











 





EXHIBIT A




[Face of Note]




CUSIP [87612B AA0]1




81/4% Senior Notes due 2016




			
	 	 	 
	No.                     
	 	$                     






TARGA RESOURCES PARTNERS LP

and

TARGA RESOURCES PARTNERS FINANCE CORPORATION



promise to pay to                     , or registered assigns, the principal sum of                     
DOLLARS [or such other amount as may be indicated on the attached Schedule of Exchanges of
Interests in the Global Note]2, on July 1, 2016.




Interest Payment Dates: January 1 and July 1




Record Dates: December 15 and June 15




Dated:                     , 20                    




	 	 	 	 	 
	 	TARGA RESOURCES PARTNERS LP	 
	 	  	 	 
	 	By:  	Targa Resources GP LLC,
Its General Partner	 
	 	  	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TARGA RESOURCES PARTNERS FINANCE

CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	The CUSIP No. is U87571 AA0 for the Regulation S Notes and 87612B AB8 for the Unrestricted Notes.
	 
	2	 	For Global Notes only.






A-1









 





This is one of the Notes referred to

in the within-mentioned Indenture:




U.S. BANK NATIONAL ASSOCIATION,

as Trustee




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	  






A-2









 





[Back of Note]




81/4% Senior Notes due 2016



[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]



[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]




          Capitalized terms used herein have the meanings assigned to them in the Indenture referred to
below unless otherwise indicated.




          (1) Interest. Targa Resources Partners LP, a Delaware limited partnership (“Targa Resources
Partners"), and Targa Resources Partners Finance Corporation, a Delaware corporation (“Finance
Corporation” and, together with Targa Resources Partners, the “Issuers"), promise to pay interest
on the principal amount of this Note at 81/4% per annum from June 18, 2008 until maturity and shall
pay the Liquidated Damages, if any, payable pursuant to Section 4 of the Registration Rights
Agreement referred to below. The Issuers will pay interest and Liquidated Damages, if any,
semi-annually in arrears on January 1 and July 1 of each year, or if any such day is not a Business
Day, on the next succeeding Business Day (each, an “Interest Payment Date"). Interest on the Notes
will accrue from the most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on the face hereof
and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding
Interest Payment Date; provided further that the first Interest Payment Date shall be January 1,
2009. The Issuers will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate
then in effect to the extent lawful; they will pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated
Damages, if any (without regard to any applicable grace periods), from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.




          (2) Method of Payment. The Issuers will pay interest on the Notes (except defaulted interest)
and Liquidated Damages, if any, to the Persons who are registered Holders of Notes at the close of
business on the December 15 or June 15 next preceding the Interest Payment Date, even if such Notes
are canceled after such record date and on or before such Interest Payment Date, except as provided
in Section 2.12 of the Indenture with respect to de-faulted interest. Holders of Definitive Notes
must surrender their Notes to the Paying Agent to collect payments of principal and premium, if
any, due at maturity. The Notes will be payable as to principal, premium, if any, and Liquidated
Damages, if any, and interest at the office or agency of the Issuers maintained for such purpose in
New York, New York, or, at the option of the Issuers, payment of interest and Liquidated Damages,
if any, may be made by check mailed to the Holders at their addresses set forth in the register of
Holders; provided that payment by wire transfer of immediately available funds will be required
with respect to principal of and interest, premium and Liquidated Damages, if any, on, all Global
Notes and all other Notes the Holders of which will have provided wire transfer instructions to the
Issuers or the Paying Agent.




A-3









 







Such payment will be in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts.




          (3) Paying Agent and Registrar. Initially, U.S. Bank National Association, the Trustee under
the Indenture, will act as Paying Agent and Registrar. The Issuers may change any Paying Agent or
Registrar without notice to any Holder. Targa Resources Partners or any of its Subsidiaries may
act in any such capacity.




          (4) Indenture. The Issuers issued the Notes under an Indenture dated as of June 18, 2008 (the
“Indenture") among the Issuers, the Guarantors and the Trustee. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference to the TIA. The
Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be con-trolling. The
Notes are unsecured obligations of the Issuers. The Indenture does not limit the aggregate
principal amount of Notes that may be issued thereunder.




     (5) Optional Redemption.



     (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5 or in Paragraph 7(a),
the Issuers will not have the option to redeem the Notes prior to July 1, 2012. On or after July
1, 2012, the Issuers may redeem all or a part of the Notes upon not less than 30 nor more than 60
days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth
below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, to
the applicable Redemption Date, if redeemed during the twelve-month period beginning on July 1 of
each year indicated below, subject to the rights of Holders of Notes on the relevant record date to
receive interest on an Interest Payment Date that is on or prior to the Redemption Date:



	 	 	 	 	 
	Year	 	Percentage
	2012
	 	 	104.125	%
	2013
	 	 	102.063	%
	2014 and thereafter
	 	 	100.000	%






          (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior
to July 1, 2011, the Issuers may on any one or more occasions redeem up to 35% of the aggregate
principal amount of Notes (including any Additional Notes) issued under the Indenture upon not less
than 30 nor more than 60 days’ notice, at a redemption price of 108.25% of the principal amount,
plus accrued and unpaid interest and Liquidated Damages, if any, to the Redemption Date (subject to
the right of Holders of record on the relevant record date to receive interest due on an Interest
Payment Date that is on or prior to the Redemption Date), with the net cash proceeds of one or more
Equity Offerings by Targa Resources Partners; provided that at least 65% of the aggregate principal
amount of Notes (including any Additional Notes) issued under the Indenture (excluding Notes held
by Targa Resources Partners and its Subsidiaries) remains outstanding immediately after the
occurrence of such redemption and the redemption occurs within 90 days of the date of the closing
of such Equity Offering.




A-4









 








          (c) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior
to July 1, 2012, the Issuers may also redeem all or a part of the Notes, upon not less than 30 nor
more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of
Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated
Damages, if any, to the Redemption Date, subject to the rights of Holders on the relevant record
date to receive interest due on an Interest Payment Date that is prior to the Redemption Date.




          For purposes of subparagraph (c) of this Paragraph 5, “Applicable Premium” means, with respect
to any Note on any Redemption Date, the greater of (1) 1.0% of the principal amount of the Note or
(2) the excess of: (a) the present value at such Redemption Date of (i) the redemption price of the
Note at July 1, 2012 (such redemption price being set forth in the table appearing in subparagraph
(a)) plus (ii) all required interest payments due on the Note through July 1, 2012 (excluding
accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the
Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of the
Note, if greater. In addition, for purposes of subparagraph (c) of this Paragraph 5, “Treasury
Rate” means, as of any Redemption Date, the yield to maturity as of the time of computation of
United States Treasury securities with a constant maturity (as compiled and published in the most
recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least
two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer
published, any publicly available source of similar market data)) most nearly equal to the period
from the Redemption Date to July 1, 2012; provided, however, that if such period is not equal to
the constant maturity of a United States Treasury security for which a weekly average yield is
given, Targa Resources Partners shall obtain the Treasury Rate by linear interpolation (calculated
to the nearest one twelfth of a year) from the weekly average yields of United States Treasury
securities for which such yields are given, except that if the period from the Redemption Date to
July 1, 2012, is less than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year will be used.




          (d) Unless the Issuers default in the payment of the redemption price, interest and Liquidated
Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the
applicable Redemption Date.




          (6) Mandatory Redemption.




          Except as set forth below, the Issuers are not required to make mandatory redemption or
sinking fund payments with respect to the Notes or to repurchase the Notes at the option of the
Holders.




          (7) Repurchase at the Option of Holder.




          (a) If there is a Change of Control, the Issuers will be required to make an offer (a “Change
of Control Offer") to each Holder to repurchase all or any part (equal to $1,000 or an integral
multiple thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, to the
date of purchase, subject to the rights of Holders on the relevant record




A-5









 







date to receive interest due on the relevant Interest Payment Date (the “Change of Control
Payment"). Within 30 days following any Change of Control, the Issuers will mail a notice to each
Holder 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 Issuers or a Restricted Subsidiary of Targa Resources Partners consummates any
Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds
$25.0 million, Targa Resources Partners will commence an 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 and such other pari passu Indebtedness that may be purchased out
of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount
plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, in
accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount
of Notes and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than
the Excess Proceeds, the Targa Resources Partners (or such Restricted Subsidiary) may use such
deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal
amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the
amount of Excess Proceeds, then the Notes and such other pari passu Indebtedness shall be purchased
on a pro rata basis. Holders of Definitive Notes that are the subject of an offer to purchase will
receive an Asset Sale Offer may elect to have such Notes purchased by completing the form entitled
“Option of Holder to Elect Purchase” attached to the Notes.




          (8) Notice of Redemption. Notice of redemption will be mailed at least 30 days but not more
than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at its
registered address, except that redemption notices may be mailed more than 60 days prior to a
Redemption Date if the notice is issued in connection with a defeasance of the Notes or a
satisfaction or discharge of the Indenture. Notes in denominations larger than $1,000 may be
redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder
are to be redeemed.




          (9) Denominations, Transfer, Exchange. The Notes are in registered form without coupons in
de-nominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered
and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require
a Holder, among other things, to furnish appropriate endorsements and transfer documents and the
Issuers may require a Holder to pay any taxes and




A-6









 







fees required by law or permitted by the Indenture. The Issuers need not exchange or register
the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed
portion of any Note being redeemed in part. Also, the Issuers need not exchange or register the
transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during
the period between a record date and the corresponding Interest Payment Date.




          (10) Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for
all purposes.




          (11) Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture or the
Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of a
majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if
any, voting as a single class, and any existing Default or Event of Default or compliance with any
provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of
the Holders of a majority in aggregate principal amount of the then outstanding Notes including
Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note,
the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place
of certificated Notes, to provide for the assumption of the Issuers’ or a Guarantor’s obligations
to Holders of the Notes and Note Guarantees in the case of a merger or consolidation or sale of all
or substantially all of the Issuers’ or such Guarantor’s properties or assets, as applicable, to
make any change that would provide any additional rights or benefits to the Holders of Notes or
that does not adversely affect the legal rights under the Indenture of any such Holder, to comply
with the requirements of the SEC in order to effect or maintain the qualification of the Indenture
under the TIA, to conform the text of the Indenture or the Note Guarantees to any provision of the
“Description of Notes” section of the Issuers’ Offering Memorandum to the extent that such text of
the Indenture or the Notes Guarantees was intended to reflect such provision of the “Description of
Notes”, to provide for the issuance of Additional Notes in accordance with the limitations set
forth in the Indenture as of the date of the Indenture, to allow any Guarantor to execute a
supplemental indenture, to secure the Notes and/or the Note Guarantees, or to provide for the
reorganization of Targa Resources Partners as any other form of entity, in accordance with Section
5.01 of the Indenture.




          (12) Defaults and Remedies. Events of Default include: (i) default for 30 days in the
payment when due of interest on, or Liquidated Damages, if any, with respect to the Notes; (ii)
default in the payment when due (at stated maturity, upon redemption or otherwise) of the principal
of, or premium, if any, on the Notes; (iii) failure by Targa Resources Partners or any of its
Restricted Subsidiaries to timely consummate repurchase offers under Section 4.10 or 4.15 of the
Indenture or to comply with Section 5.01 of the Indenture; (iv) failure by Targa Resources Partners
for 90 days after notice to comply with Section 4.03 of the Indenture; (v) failure by Targa
Resources or any of its Restricted Subsidiaries for 60 days after written notice to comply with any
of the other agreements in the Indenture; (vi) default under certain other agreements relating to
Indebtedness of Targa Resources Partners or any of its Restricted Subsidiaries, which default
results in the acceleration of such Indebtedness prior to its express maturity; (vii) certain final
judgments for the payment of money that remain undischarged for a period of 60 days; (viii) certain
events of bankruptcy or insolvency with respect to the Issuers or any of Targa Resources Partners’
Restricted Subsidiaries that is a Significant Subsidiary or any group of




A-7









 







Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and
(ix) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to
be unenforceable or invalid or ceases for any reason to be in full force and effect or any
Guarantor or any Person acting on its behalf denies or disaffirms its obligations under such
Guarantor’s Note Guarantee. If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all
the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an
Event of Default arising from certain events of bankruptcy or insolvency, with respect to Finance
Corporation, Targa Resources Partners or any Restricted Subsidiary of Targa Resources Partners that
is a Significant Subsidiary or any group of Restricted Subsidiaries of Targa Resources Partners
that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become
due and payable immediately without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes
notice of any continuing Default or Event of Default if it determines that withholding notice is in
their interest, except a Default or Event of Default relating to the payment of principal, interest
or premium or Liquidated Damages, if any. The Holders of a majority in aggregate principal amount
of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the
Notes, rescind an acceleration or waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of Default in the payment of
interest or premium or Liquidated Damages, if any, on, or the principal of, the Notes. The Issuers
and the Guarantors are required to deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Issuers and the Guarantors are required, upon becoming aware of any
Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event
of Default.




          (13) Trustee Dealings with the Issuers. The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the Issuers or their
Affiliates, and may otherwise deal with the Issuers or their Affiliates, as if it were not the
Trustee.




          (14) No Recourse Against Others. Neither the General Partner nor any director, officer,
partner, member, employee, incorporator, manager or unit holder or other owner of Equity Interest
of the Issuers or any Guarantor, as such, will have any liability for any obligations of the
Issuers or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim
based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes
by accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes and the Note Guarantees.




          (15) Authentication. This Note will not be valid until authenticated by the manual signature
of the Trustee or an authenticating agent.




          (16) Abbreviations. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).




A-8









 








          (17) Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes.
In addition to the rights provided to Holders of Notes under the Indenture, if on the 366th day
after the date of the Indenture, the Notes are not Freely Tradable (as defined in the Registration
Rights Agreement (as defined below)), Holders of Restricted Global Notes and Restricted Definitive
Notes will have all the rights set forth in the Registration Rights Agreement dated as of June 18,
2008, among the Issuers, the Guarantors and the Initial Purchasers or, in the case of Additional
Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set
forth in one or more registration rights agreements, if any, among the Issuers, the Guarantors and
the other parties thereto, relating to rights given by the Issuers and the Guarantors to the
purchasers of any Additional Notes (collectively, the “Registration Rights Agreement").




          (18) CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the
Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders.
No representation is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption, and reliance may be placed only on the other identification
numbers placed thereon.




          (19) GOVERNING LAW. THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE
INDENTURE, THIS NOTE AND THE NOTE GUARANTEES.




          The Issuers will furnish to any Holder upon written request and without charge a copy of the
Indenture and/or the Registration Rights Agreement. Requests may be made to:



Targa Resources Partners LP

Targa Resources Partners Finance Corporation

1000 Louisiana, Suite 4300

Houston, Texas 77002

Facsimile No.: (713) 584-1110

Attention: Vice President-Finance




A-9









 








Assignment Form



To assign this Note, fill in the form below:



(I) or (we) assign and transfer this Note to: (Insert assignee’s legal name)



 





      



(Insert assignee’s soc. sec. or tax I.D. no.)




 





 





 





 




(Print or type assignee’s name, address and zip code)




	 	 	 
	and irrevocably appoint
	 	 
	 

	 	 




to transfer this Note on the books of the Issuers. The agent substitute another to act for him.




	 	 	 	 	 
	Date:

	 	 
 

	 	  






	 	 	 	 	 
	 

	 	Your Signature:	 	 
	 

	 	 	 	 
	 	 	(Sign exactly as your name appears on the face of
this Note)






	 	 	 	 	 
	Signature Guarantee*:

	 	 
 

	 	 








 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).






A-10











 





Option of Holder to Elect Purchase




     If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.10 or
4.15 of the Indenture, check the appropriate box below:



o Section 4.10            o Section 4.15




     If you want to elect to have only part of the Note purchased by the Issuers pursuant to
Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:



$                    




Date:                     




	 	 	 	 	 
	 

	 	Your Signature:	 	 
	 

	 	 

	 
	 	 	 	 
	 	 	(Sign exactly as your name appears on the face of
this Note)
	 
	 	 	 	 
	 

	 	Tax Identification No.:	 	 
	 

	 	 	 	 





Signature Guarantee*:                                         






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).




A-11 









 










Schedule of Exchanges of Interests in the Global Note *




     The following exchanges of a part of this Global Note for an interest in another Global Note
or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an
interest in this Global Note, have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal Amount of	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	this Global Note	 	 	 	 
	 	 	Amount of decrease	 	 	Amount of increase	 	 	following such	 	 	Signature of	 
	 	 	in Principal Amount	 	 	in Principal Amount	 	 	decrease (or	 	 	authorized officer of	 
	Date of Exchange	 	of this Global Note	 	 	of this Global Note	 	 	increase)	 	 	Trustee or Custodian	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	*	 	This schedule should be included only if the Note is issued in global form.




A-12 









 










EXHIBIT B




FORM OF CERTIFICATE OF TRANSFER




Targa Resources Partners LP

Targa Resources Partners Finance Corporation

1000 Louisiana, Suite 4300

Houston, Texas 77002




U.S. Bank National Association

5555 San Felipe, Suite 1150

Houston, Texas 77056




          Re: 81/4% Senior Notes due 2016




          Reference is hereby made to the Indenture, dated as of June 18, 2008 (the “Indenture”), among
Targa Resources Partners LP, a Delaware limited partnership (“Targa Resources Partners”), and Targa
Resources Partners Finance Corporation, a Delaware corporation (“Finance Corporation” and, together
with Targa Resource Partners, the “Issuers”), the Guarantors party thereto and U.S. Bank National
Association, as trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.




                               (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such
Note[s] specified in Annex A hereto, in the principal amount of $___ in such Note[s] or interests
(the “Transfer”), to                      (the “Transferee”), as further specified in Annex A hereto. In
connection with the Transfer, the Transferor hereby certifies that:




[CHECK ALL THAT APPLY]




          1.  ̈ Check if Transferee will take delivery of a beneficial interest in the 144A
Global Note or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being
effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the
beneficial interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believes is purchasing the beneficial interest or Definitive Note for its own account,
or for one or more accounts with respect to which such Person exercises sole investment discretion,
and such Person and each such account is a “qualified institutional buyer” within the meaning of
Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in
compliance with any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted
Definitive Note and in the Indenture and the Securities Act.




          2.  ̈ Check if Transferee will take delivery of a beneficial interest in the
Regulation S Global Note or a Restricted Definitive Note pursuant to Regulation S. The
Transfer is being effected pursuant to and in accordance with Rule 904 under the Securities Act




B-1 









 







and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being
made to a Person in the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person acting on its behalf
reasonably believed and believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows that the transaction
was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made
in contravention of the requirements of Rule 904(b) of Regulation S under the Securities Act, (iii)
if the Transfer is being made prior to the expiration of the Restricted Period, the Transfer is not
being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial
Purchaser) and (iv) the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject
to the restrictions on Transfer enumerated in the Private Placement Legend printed on the
Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the
Securities Act.




          3.  ̈ Check and complete if Transferee will take delivery of a beneficial interest in
a Restricted Global Note or a Restricted Definitive Note pursuant to any provision of the
Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in
compliance with the transfer restrictions applicable to beneficial interests in Restricted Global
Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):





     (a) o such Transfer is being effected pursuant to and in accordance with Rule
144 under the Securities Act;



or





     (b) o such Transfer is being effected to the Issuers or a subsidiary thereof;



or





     (c) o such Transfer is being effected pursuant to an effective registration
statement under the Securities Act and in compliance with the prospectus delivery
requirements of the Securities Act;



or





     (d) o such Transfer is being effected to an Institutional Accredited Investor
and pursuant to an exemption from the registration requirements of the Securities Act other
than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies that it
has not engaged in any general solicitation within the meaning of Regulation D under the
Securities Act and the Transfer complies with the transfer restrictions applicable to
beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the
requirements of the exemption claimed, which certification is supported by (1) a certificate
executed by the Transferee in the form of Exhibit D to the Indenture and (2) if such
Transfer is in respect of a principal amount of Notes at the time of transfer of



B-2 









 







less than $250,000, an Opinion of Counsel provided by the Transferor or the Transferee
(a copy of which the Transferor has attached to this certification), to the effect that such
Transfer is in compliance with the Securities Act. Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on a Restricted Global Note and/or the Restricted Definitive Notes
and in the Indenture and the Securities Act.



          4. o Check if Transferee will take delivery of a beneficial interest in an
Unrestricted Global Note or of an Unrestricted Definitive Note.





     (a) o Check if Transfer is pursuant to Rule 144. (i) The Transfer is being
effected pursuant to and in accordance with Rule 144 under the Securities Act and in
compliance with the transfer restrictions contained in the Indenture and any applicable blue
sky securities laws of any state of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive
Notes and in the Indenture.




     (b) o Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being
effected pursuant to and in accordance with Rule 904 under the Securities Act and in
compliance with the transfer restrictions contained in the Indenture and any applicable blue
sky securities laws of any state of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive
Notes and in the Indenture.




     (c) o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is
being effected pursuant to and in compliance with an exemption from the registration
requirements of the Securities Act other than Rule 144 or Rule 904 and in compliance with
the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any State of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will not be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive
Notes and in the Indenture.



B-3 









 






     This certificate and the statements contained herein are made for your benefit and the
benefit of the Issuers.



	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[Insert Name of Transferor]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	
	 	 
Name:
	 	 
	 

	 		 	Title:	 	 






Dated:                                         




B-4 









 








ANNEX A TO CERTIFICATE OF TRANSFER





	1.	 	The Transferor owns and proposes to transfer the following:





[CHECK ONE OF (a) OR (b)]





	 	(a)	 	 ̈ a beneficial interest in the:






	 	(i)	 	 ̈ 144A Global Note (CUSIP 87612B AA0), or
	 
	 	(ii)	 	 ̈ Regulation S Global Note (CUSIP U87571 AA0), or
	 
	 	(iii)	 	 ̈ IAI Global Note (CUSIP ___); or






	2.	 	After the Transfer the Transferee will hold:





[CHECK ONE OF]





	 	(a)	 	 ̈ a beneficial interest in the:






	 	(i)	 	 ̈ 144A Global Note (CUSIP 87612B AA0), or
	 
	 	(ii)	 	 ̈ Regulation S Global Note (CUSIP U87571 AA0), or
	 
	 	(iii)	 	 ̈ IAI Global Note (CUSIP ___); or
	 
	 	(iii)	 	 ̈ Unrestricted Global Note (CUSIP 87612B AB8); or






	 	(b)	 	 ̈ a Restricted Definitive Note; or
	 
	 	(c)	 	 ̈ an Unrestricted Definitive Note,




in accordance with the terms of the Indenture.





B-5 









 








EXHIBIT C




FORM OF CERTIFICATE OF EXCHANGE




Targa Resources Partners LP

Targa Resources Partners Finance Corporation

1000 Louisiana, Suite 4300

Houston, Texas 77002




U.S. Bank National Association

5555 San Felipe, Suite 1150

Houston, Texas 77056




     Re: 81/4% Senior Notes due 2016



(CUSIP                     )




          Reference is hereby made to the Indenture, dated as of June 18, 2008 (the “Indenture”), among
Targa Resources Partners LP, a Delaware limited partnership (“Targa Resources Partners”), and Targa
Resources Partners Finance Corporation, a Delaware corporation (“Finance Corporation” and, together
with Targa Resources Partners, the “Issuers”), the Guarantors party thereto and U.S. Bank National
Association, as trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.




                                                   (the “Owner”) owns and proposes to exchange the Note[s] or interest in such
Note[s] specified herein, in the principal amount of $___ in such Note[s] or interests (the
“Exchange”). In connection with the Exchange, the Owner hereby certifies that:




          1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global
Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note




          (a) o Check if Exchange is from beneficial interest in a Restricted Global Note to
beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s
beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global
Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in
accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the beneficial interest
in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.




          (b) o Check if Exchange is from beneficial interest in a Restricted Global Note to
Unrestricted Definitive Note. In connection with the Exchange of the Owner’s




C-1 









 







beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner
hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend
are not required in order to maintain compliance with the Securities Act and (iv) the Definitive
Note is being acquired in compliance with any applicable blue sky securities laws of any state of
the United States.




          (c) o Check if Exchange is from Restricted Definitive Note to beneficial interest in an
Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note
for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions
on transfer contained in the Indenture and the Private Placement Legend are not required in order
to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired
in compliance with any applicable blue sky securities laws of any state of the United States.




          (d) o Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive
Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.




          2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global
Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes




          (a) o Check if Exchange is from beneficial interest in a Restricted Global Note to
Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in
a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner
hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account
without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the
Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and
in the Indenture and the Securities Act.




          (b) o Check if Exchange is from Restricted Definitive Note to beneficial interest in a
Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note
for a beneficial interest in the [CHECK ONE] o 144A Global Note, o Regulation S Global
Note with an equal principal amount, the Owner hereby certifies (i) the




C-2 









 







beneficial interest is being acquired for the Owner’s own account without transfer and (ii)
such Exchange has been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in
compliance with any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial
interest issued will be subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.




          This certificate and the statements contained herein are made for your benefit and the benefit
of the Issuers.




	 	 	 	 	 	 	 
	 	 	[Insert Name of Transferor]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






Dated:                                         





C-3 









 









EXHIBIT D




FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR




Targa Resources Partners LP

Targa Resources Partners Finance Corporation

1000 Louisiana, Suite 4300

Houston, Texas 77002




U.S. Bank National Association

5555 San Felipe, Suite 1150

Houston, Texas 77056




     Re: 81/4% Senior Notes due 2016



          Reference is hereby made to the Indenture, dated as of June 18, 2008 (the “Indenture”), among
Targa Resources Partners LP, a Delaware limited partnership (“Targa Resources Partners”), and Targa
Resources Partners Finance Corporation, a Delaware corporation (“Finance Corporation” and, together
with Targa Resources Partners, the “Issuers”), the Guarantors party thereto and U.S. Bank National
Association, as trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.




          In connection with our proposed purchase of $___ aggregate principal amount of:




          (a) o a beneficial interest in a Global Note, or




          (b) o a Definitive Note,




          we confirm that:




          1. We understand that any subsequent transfer of the Notes or any interest therein is subject
to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be
bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except
in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended
(the “Securities Act").




          2. We understand that the offer and sale of the Notes have not been registered under the
Securities Act, and that the Notes and any interest therein may not be offered or sold except as
permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for
which we are acting as hereinafter stated, that if we should sell the Notes or any interest
therein, we will do so only (A) to Targa Resources Partners or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined
therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such
transfer, furnishes (or has furnished on its behalf by a U.S. broker-




D-1 









 







dealer) to you a signed letter substantially in the form of this letter and, if such transfer
is in respect of a principal amount of Notes, at the time of transfer of less than $250,000, an
Opinion of Counsel in form reasonably acceptable to the Issuers to the effect that such transfer is
in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the
Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and
we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in
a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this
paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.




          3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we
will be required to furnish to each of you such certifications, legal opinions and other
information as each of you may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect.




          4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the Securities Act) and have such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of our investment in the
Notes, and we and any accounts for which we are acting are each able to bear the economic risk of
our or its investment.




          5. We are acquiring the Notes or beneficial interest therein purchased by us for our own
account or for one or more accounts (each of which is an institutional “accredited investor”) as to
each of which we exercise sole investment discretion.




          You are entitled to rely upon this letter and are irrevocably authorized to produce this
letter or a copy hereof to any interested party in any administrative or legal proceedings or
official inquiry with respect to the matters covered hereby.




	 	 	 	 	 	 	 
	 	 	[Insert Name of Accredited Investor]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






Dated:                                         





D-2 









 








EXHIBIT E




[FORM OF NOTATION OF GUARANTEE]




          For value received, each Guarantor (which term includes any successor Person under the
Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the
Indenture and subject to the provisions in the Indenture, dated as of June 18, 2008 (the
“Indenture"), among Targa Resources Partners LP, a Delaware limited partnership (“Targa Resources
Partners"), and Targa Resources Partners Finance Corporation, a Delaware corporation (“Finance
Corporation” and, together with Targa Resources Partners, the “Issuers"), the Guarantors party
thereto and U.S. Bank National Association, as trustee (the “Trustee"), (a) the due and punctual
payment of the principal of, premium, if any, and Liquidated Damages, if any, and interest on, the
Notes, whether at stated maturity, by acceleration, redemption or otherwise, the due and punctual
payment of interest on overdue principal of, premium if any, interest and Liquidated Damages, if
any, on the Notes, if any, if lawful, and the due and punctual performance of all other obligations
of the Issuers to the Holders or the Trustee all in accordance with the terms of the Indenture and
(b) in case of any extension of time of payment or renewal of any Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.
The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Note
Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is
hereby made to the Indenture for the precise terms of the Note Guarantee. Each Holder of a Note,
by accepting the same, (a) agrees to and shall be bound by such provisions (b) authorizes and
directs the Trustee, on behalf of such Holder, to take such action as may be necessary or
appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the
Trustee attorney-in-fact of such Holder for such purpose.




          Capitalized terms used but not defined herein have the meanings given to them in the
Indenture.




	 	 	 	 	 	 	 
	 	 	[Name of Guarantor(s)]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






Dated:                                         





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EXHIBIT F




[FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS]




          Supplemental Indenture (this “Supplemental Indenture"), dated as of ___, 200___, among ___(the
“Guaranteeing Subsidiary"), Targa Resources Partners LP, a Delaware limited partnership (“Targa
Resources Partners"), and Targa Resources Partners Finance Corporation (“Finance Corporation” and,
together with Targa Resources Partners, the “Issuers"), the other Guarantors (as defined in the
Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture
referred to below (the “Trustee").




WITNESSETH




          WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture (the
“Indenture"), dated as of June 18, 2008 providing for the issuance of 81/4% Senior Notes due 2016
(the “Notes");




          WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the
Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee"); and




          WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.




          NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:




          1. Capitalized Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.




          2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees to provide an
unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee
and in the Indenture including but not limited to Article 10 thereof.




          3. No Recourse Against Others. No past, present or future director, officer,
employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have
any liability for any obligations of the Issuers or any Guaranteeing Subsidiary under the Notes,
any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by
accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities




F-1 









 







under the federal securities laws and it is the view of the SEC that such a waiver is against
public policy.




          4. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.




          5. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.




          6. Effect of Headings. The Section headings herein are for convenience only and shall
not affect the construction hereof.




          7. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary
and the Issuers.




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          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.




Dated: _______________, 20___




	 	 	 	 	 	 	 
	 	 	[Guaranteeing Subsidiary]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TARGA RESOURCES PARTNERS LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Targa Resources GP LLC,	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TARGA RESOURCES PARTNERS FINANCE 

     CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,	 	 
	 	 	as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 






F-3 









 






SCHEDULE 4.11




AFFILIATE TRANSACTIONS





	1.	 	Agreement of Limited Partnership of Targa Resources Partners LP
	 
	2.	 	First Amended and Restated Agreement of Limited Partnership of Targa Resources Partners LP
	 
	3.	 	Purchase and Sale Agreement, dated as of September 18, 2007, by and between Targa Resources
Holdings LP and Targa Resources Partners LP
	 
	4.	 	Amendment to Purchase and Sale Agreement, dated October 1, 2007, by and between Targa
Resources Holdings LP and Targa Resources Partners LP
	 
	5.	 	Contribution, Conveyance and Assumption Agreement, dated February 14, 2007, by and among
Targa Resources Partners LP, Targa Resources Operating LP, Targa Resources GP LLC, Targa
Resources Operating GP LLC, Targa GP Inc., Targa LP Inc., Targa Regulated Holdings LLC, Targa
North Texas GP LLC and Targa North Texas LP
	 
	6.	 	Contribution, Conveyance and Assumption Agreement, dated October 24, 2007, by and among Targa
Resources Partners LP, Targa Resources Holdings LP, Targa TX LLC, Targa TX PS LP, Targa LA
LLC, Targa LA PS LP and Targa North Texas GP LLC
	 
	7.	 	Amended and Restated Omnibus Agreement, dated October 24, 2007, by and among Targa Resources
Partners LP, Targa Resources, Inc., Targa Resources LLC and Targa Resources GP LLC
	 
	8.	 	Omnibus Agreement among TRI, the General Partner and Targa Resources Partners.
	 
	9.	 	Contribution Agreement dated as of December 1, 2005 among Targa Midstream Services Limited
Partnership, Targa GP Inc., Targa LP Inc., Targa Downstream GP LLC, Targa North Texas GP LLC,
Targa Straddle GP LLC, Targa Permian GP LLC, Targa Versado GP LLC, Targa Downstream LP, Targa
North Texas LP, Targa Straddle LP, Targa Permian LP and Targa Versado LP (the “2005
Contribution Agreement”).
	 
	10.	 	Amendment to 2005 Contribution Agreement dated as of January 1, 2007.
	 
	11.	 	Natural Gas Purchase Agreement, effective January 1, 2007, by and between Targa Gas Marketing
LLC (Buyer) and Targa North Texas LP (Seller)
	 
	12.	 	NGL and Condensate Purchase Agreement, effective January 1, 2007, by and between Targa North
Texas LP (Seller) and Targa Liquids Marketing and Trade (Buyer)
	 
	13.	 	Product Purchase Agreement, effective January 1, 2007, by and between Targa Louisiana Field
Services LLC (Seller) and Targa Liquids Marketing and Trade (Buyer)
	 
	14.	 	Raw Product Purchase Agreement, effective January 1, 2007, by and between Targa Texas Field
Services LP (Seller) and Targa Liquids Marketing and Trade (Buyer)
	 
	15.	 	Amended and Restated Natural Gas Sales Agreement, effective December 1, 2005, by and between
Targa Louisiana Field Services LLC (Buyer) and Targa Gas Marketing LLC (Seller)




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	16.	 	Amended and Restated Natural Gas Purchase Agreement, effective December 1, 2005, by and
between Targa Gas Marketing LLC (Buyer) and Targa Louisiana Field Services LLC (Seller)
	 
	17.	 	Amended and Restated Natural Gas Purchase Agreement, effective December 1, 2005, by and
between Targa Gas Marketing LLC (Buyer) and Targa Texas Field Services LP (Seller)
	 
	18.	 	Product Purchase Agreement, effective January 1, 2007, by and between Targa Liquids Marketing
and Trade (Seller) and Targa Louisiana Field Services LLC (Buyer)






F-5