exv10w1






Exhibit 10.1




COMMITMENT INCREASE SUPPLEMENT




     This COMMITMENT INCREASE SUPPLEMENT (the “Commitment Increase Supplement”) is made as
of June 18, 2008 by and among TARGA RESOURCES PARTNERS LP, a Delaware limited partnership (the
“Borrower”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, the
“Administrative Agent”), Collateral Agent, Swing Line Lender and L/C Issuer and the parties
signatory hereto as the Increasing Lenders (hereinafter defined) and the New Lenders (hereinafter
defined).



RECITALS




     Borrower, Administrative Agent, the Swing Line Lender, the L/C Issuer and the Lenders named
therein are parties to that certain Credit Agreement dated as of February 14, 2007 (as amended by
the First Amendment to Credit Agreement dated October 24, 2007 and as otherwise amended,
supplemented, restated, increased, extended, or otherwise modified from time to time, the
“Credit Agreement”). All terms used herein and not otherwise defined shall have the same
meaning given to them in the Credit Agreement.



     Pursuant to Section 2.14 of the Credit Agreement, upon notice to the Administrative
Agent, Borrower has the right to cause from time to time an increase in the Aggregate Commitments
by adding to the Credit Agreement, subject to the approval of the Administrative Agent, the L/C
Issuer, and the Swing Line Lender one or more additional Lenders (referred to in Section
2.14(c) of the Credit Agreement as “additional Eligible Assignees”) and referred to herein as
the “New Lenders”), or by allowing one or more Lenders to increase their respective
Commitment (such Lenders being referred to herein as the “Increasing Lenders”), subject to
the limitations contained in such Section 2.14.



AGREEMENT




     1. The Borrower and the parties signatory hereto as the Increasing Lenders and as the New
Lenders hereby agree that, from and after the date hereof, the Increasing Lenders and the New
Lenders shall have the respective Commitments as set forth on the attached Supplement to
Schedule 2.01. By its execution and delivery of this Commitment Increase Supplement, each New
Lender hereby assumes all of the rights and obligations of a Lender under the Credit Agreement.
Such Commitments of the New Lenders and the increase in the Commitments of the Increasing Lenders
shall represent an increase in the Aggregate Commitments pursuant to Section 2.14 of the
Credit Agreement.



     2. Administrative Agent, Swing Line Lender, L/C Issuer, and Borrower hereby consent to and
approve the Commitment of each New Lender and the increase in the Commitment of each Increasing
Lender, and such resulting increase in the Aggregate Commitments pursuant to Section 2.14
of the Credit Agreement.



     3. Each New Lender and each Increasing Lender hereby represents and warrants to the
Administrative Agent, Swing Line Lender and L/C Issuer as follows: (a) it has full power and
authority, and has taken all action necessary, to execute and deliver this Commitment


COMMITMENT INCREASE SUPPLEMENT

 









 







Increase Supplement, to consummate the transactions contemplated hereby and to become or to
continue to be a Lender under the Credit Agreement, (b) from and after the Increase Effective Date
(hereinafter defined), it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of its Commitment, shall have the obligations of a Lender thereunder,
and (c) it has received a copy of the Credit Agreement, together with copies of the most recent
financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such
other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Commitment Increase Supplement on the basis of which it has made such
analysis and decision independently and without reliance on the Administrative Agent, Swing Line
Lender, L/C Issuer, or any other Lender; and agrees that (1) it will, independently and without
reliance on the Administrative Agent, Swing Line Lender, L/C Issuer or any other Lender, and based
on such documents and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Loan Documents, and (2) it will
perform in accordance with their terms all of the obligations which by the terms of the Loan
Documents are required to be performed by it as a Lender.



     4. This Commitment Increase Supplement shall be effective on the date (the “Increase
Effective Date”) that (i) the Borrower and each New Lender and each Increasing Lender each
execute a counterpart hereof and deliver the same to the Administrative Agent, (ii) the
Administrative Agent, Swing Line Lender, and L/C Issuer execute and deliver a counterpart hereof,
and (iii) each of the conditions to the increase in the Aggregate Commitments in Section
2.14 of the Credit Agreement shall have occurred. From and after the Increase Effective Date,
each New Lender shall be a “Lender” under the Loan Documents.



     5. Upon any increase in the Aggregate Commitments pursuant Section 2.14, the Lenders
have authorized the Administrative Agent and the Borrower to make non-ratable borrowings and
prepayments of the Committed Loans, and if any such prepayment requires the payment of Eurodollar
Rate Loans other than on the last day of the applicable Interest Period, Borrower shall pay any
required amounts pursuant to Section 3.05, in order to keep the outstanding Committed Loans
ratable with any revised Applicable Percentages arising from any nonratable increase in the
Commitments under this Commitment Increase Supplement. On the Increase Effective Date, each New
Lender and each Increasing Lender shall make a Committed Loan for the account of the Borrower to
implement such provisions of Section 2.14 of the Credit Agreement.



     6. Borrower (a) represents and warrants that, on and as of the Increase Effective Date, before
and after giving effect to the increase in Aggregate Commitments resulting hereunder, (i) the
representations and warranties contained in Article V of the Credit Agreement and the other
Loan Documents are true and correct in all material respects, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are true
and correct in all material respects as of such earlier date, and except that for purposes of this
Commitment Increase Supplement, the representations and warranties contained in subsection (a) of
Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to
clauses (a) and (b) of Section 6.01, and (ii) no Default exists, (b) ratifies and confirms
each of the Loan Documents, (c) agrees that all Loan Documents shall apply to the Obligations as
they are or may be increased by this Commitment Increase Supplement, and (d)


COMMITMENT INCREASE SUPPLEMENT

2









 







agrees that its obligations and covenants under each Loan Document are otherwise unimpaired
hereby and shall remain in full force and effect.



     7. This Commitment Increase Supplement may not be amended, changed, waived or modified, except
by a writing executed by the parties hereto.



     8. This Commitment Increase Supplement embodies the entire agreement among each New Lender,
each Increasing Lender, the Borrower, L/C Issuer, Swing Line Lender and the Administrative Agent
with respect to the subject matter hereof and supersedes all other prior arrangements and
understandings relating to the subject matter hereof.



     9. This Commitment Increase Supplement may be executed in any number of counterparts each of
which shall be deemed to be an original. Each such counterpart shall become effective when
counterparts have been executed by all parties hereto. Delivery of an executed counterpart of this
Commitment Increase Supplement by telecopier shall be effective as delivery of a manually executed
counterpart of this Commitment Increase Supplement.



     10. This Commitment Increase Supplement shall be binding upon and inure to the benefit of each
New Lender and each Increasing Lender and the Borrower and its respective successors and permitted
assigns, except that neither party may assign or transfer any of its rights or obligations
hereunder without the prior written consent of the other party.



     11. This Commitment Increase Supplement is a Loan Document, as defined in the Loan Agreement,
and is subject to the provisions of the Credit Agreement governing Loan Documents.



     12. This Commitment Increase Supplement shall be governed by, and construed in accordance
with, the laws of the State of New York.



     If requested by any New Lender or any Increasing Lender, the Borrower shall execute and
deliver to such New Lender or such Increasing Lender, as of the Increase Effective Date, a Note in
the form attached to the Credit Agreement to evidence the Commitment of such New Lender or such
Increasing Lender. If any Increasing Lender which requests a new Note is in possession of an
existing Note in the amount of its Commitment before giving effect to the increase pursuant to this
Commitment Increase Supplement (each an “Existing Note”), such Increasing Lender shall, promptly
after receipt of its new Note, mark such Existing Note “cancelled” and return such Existing Note to
the Borrower.



[Remainder of page intentionally left blank.]



COMMITMENT INCREASE SUPPLEMENT

3









 





     IN WITNESS WHEREOF, the Administrative Agent, Swing Line Lender, L/C Issuer, Borrower, each
New Lender, and each Increasing Lender have executed this Commitment Increase Supplement as of the
date shown above.



	 	 	 	 	 	 	 	 	 
	 	 	TARGA RESOURCES PARTNERS LP	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Targa Resources GP LLC, its sole general
partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	      /s/ Matthew J. Meloy
 

Name: Matthew J. Meloy
	 	 
	 

	 	 	 	 	 	Title: Vice President —
Finance and Treasurer	 	 






 









 






	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as Administrative Agent

 	 
	 	By:  	/s/ Kathleen M. Carry
 	 
	 	 	Name:  	Kathleen M. Carry 	 
	 	 	Title:  	Vice President 	 


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as L/C Issuer and 

Swing Line
Lender


 	 
	 	By:  	/s/ Adam H. Fey
 	 
	 	 	Name:  	Adam H. Fey 	 
	 	 	Title:  	Vice President 	 
	 



 









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as an Increasing Lender

 	 
	 	By:  	/s/ Adam H. Fey
 	 
	 	 	Name:  	Adam H. Fey 	 
	 	 	Title:  	Vice President 	 
	 



 









 





	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION, 
as an Increasing
Lender

 	 
	 	By:  	/s/ Leanne S. Phillips
 	 
	 	 	Name:  	Leanne S. Phillips 	 
	 	 	Title:  	Director 	 
	 



 









 





	 	 	 	 	 
	 	ROYAL BANK OF CANADA, 
as
an Increasing Lender

 	 
	 	By:  	/s/ Jason S. York
 	 
	 	 	Name:  	Jason S. York 	 
	 	 	Title:  	Authorized Signatory 	 
	 



 









 





	 	 	 	 	 
	 	ABN AMRO BANK N.V., 
as
an Increasing Lender

 	 
	 	By:  	/s/ Jamie Conn
 	 
	 	 	Name:  	Jamie Conn 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                       /s/ John Reed
 	 
	 	 	Name:  	John Reed 	 
	 	 	Title:  	Director 	 


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BNP PARIBAS, as an Increasing Lender

 	 
	 	By:  	/s/ Richard Hawthorne
 	 
	 	 	Name:  	Richard Hawthorne 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                        /s/ Polly Schott
 	 
	 	 	Name:  	Polly Schott 	 
	 	 	Title:  	Director 	 


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	COMPASS BANK, as an Increasing Lender

 	 
	 	By:  	/s/ Dorothy Marchand
 	 
	 	 	Name:  	Dorothy Marchand 	 
	 	 	Title:  	Senior Vice President 	 
	 



 









 





	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, 
as
an Increasing Lender

 	 
	 	By:  	/s/ Heather Wells Kiely
 	 
	 	 	Name:  	Heather Wells Kiely 	 
	 	 	Title:  	Assistant Vice President 	 
	 




 









 





	 	 	 	 	 
	 	COMERICA BANK, as an Increasing Lender

 	 
	 	By:  	/s/ Mark Fuqua
 	 
	 	 	Name:  	Mark Fuqua 	 
	 	 	Title:  	Senior Vice President 	 
	 




 









 





	 	 	 	 	 
	 	CREDIT SUISSE CAYMAN ISLAND BRANCH, 
as an Increasing
Lender

 	 
	 	By:  	/s/ James Moran
 	 
	 	 	Name:  	James Moran 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                       /s/ Laurence Lapeyre
 	 
	 	 	Name:  	Laurence Lapeyre 	 
	 	 	Title:  	Associate 	 


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, 
as an
Increasing Lender

 	 
	 	By:  	/s/ Evelyn Thierry
 	 
	 	 	Name:  	Evelyn Thierry 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                         /s/ Dusan Lazaro
 	 
	 	 	Name:  	Dusan Lazaro 	 
	 	 	Title:  	Vice President 	 


 









 






	 	 	 	 	 



SUPPLEMENT TO SCHEDULE 2.01

OF THE CREDIT AGREEMENT




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Existing	 	New	 	Amount of
	 	 	Commitment	 	Commitment	 	Commitment
	Lender	 	Amount	 	Amount	 	Increase
	Bank of America, N.A.
	 	$	42,500,000	 	 	$	54,000,000	 	 	$	11,500,000	 
	Wachovia Bank, National Association
	 	$	42,500,000	 	 	$	52,500,000	 	 	$	10,000,000	 
	Royal Bank of Canada
	 	$	42,000,000	 	 	$	51,000,000	 	 	$	9,000,000	 
	ABN AMRO Bank N.V.
	 	$	35,000,000	 	 	$	43,000,000	 	 	$	8,000,000	 
	BNP Paribas
	 	$	35,000,000	 	 	$	44,000,000	 	 	$	9,000,000	 
	Compass Bank
	 	$	35,000,000	 	 	$	46,500,000	 	 	$	11,500,000	 
	U.S. Bank National Association
	 	$	25,000,000	 	 	$	34,000,000	 	 	$	9,000,000	 
	Comerica Bank
	 	$	25,000,000	 	 	$	34,000,000	 	 	$	9,000,000	 
	Credit Suisse
	 	$	25,000,000	 	 	$	36,500,000	 	 	$	11,500,000	 
	Deutsche Bank Trust Company
Americas
	 	$	25,000,000	 	 	$	36,500,000	 	 	$	11,500,000	 
	TOTAL
	 	 	 	 	 	 	 	 	 	$	100,000,000	 






 




Commitment Increase Supplement  - Schedule 2.01






 





CONSENT AND AGREEMENT

June 18, 2008




     The undersigned Guarantors each hereby consents to the provisions of this Commitment Increase
Supplement and the transactions contemplated herein and hereby ratifies and confirms each of the
Loan Documents to which it is a party, and, without limiting the foregoing, agree that such Loan
Documents shall apply to the Obligations as they are or may be increased by this Commitment
Increase Supplement and that its obligations and covenants under such Loan Documents are otherwise
unimpaired hereby and shall remain in full force and effect.



	 	 	 	 	 	 	 	 	 
	 	 	TARGA RESOURCES OPERATING LP	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Targa Resources Operating GP LLC,

its sole general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	           /s/ Matthew J. Meloy
 

Name: Matthew J. Meloy
	 	 
	 

	 	 	 	 	 	Vice President — Finance and
Treasurer	 	 






	 	 	 	 	 
	 	TARGA RESOURCES OPERATING GP LLC

 	 
	 	By:  	           /s/ Matthew J. Meloy
 	 
	 	 	Name:  	Matthew J. Meloy 	 
	 	 	Vice President — Finance and
Treasurer 	 
	 



	 	 	 	 	 	 	 	 	 
	 	 	TARGA NORTH TEXAS LP	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Targa North Texas GP LLC,

its sole general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	           /s/ Matthew J. Meloy
 

Name: Matthew J. Meloy
	 	 
	 

	 	 	 	 	 	Vice President — Finance and
Treasurer	 	 






 









 





	 	 	 	 	 
	 	TARGA NORTH TEXAS GP LLC

 	 
	 	By:  	           /s/ Matthew J. Meloy
 	 
	 	 	Name:  	Matthew J. Meloy 	 
	 	 	Vice President — Finance and
Treasurer 	 
	 



	 	 	 	 	 
	 	TARGA INTRASTATE PIPELINE LLC

 	 
	 	By:  	           /s/ Matthew J. Meloy
 	 
	 	 	Name:  	Matthew J. Meloy 	 
	 	 	Vice President — Finance and
Treasurer 	 
	 



	 	 	 	 	 
	 	TARGA RESOURCES TEXAS GP LLC

 	 
	 	By:  	           /s/ Matthew J. Meloy
 	 
	 	 	Name:  	Matthew J. Meloy 	 
	 	 	Vice President — Finance and Treasurer 	 
	 



	 	 	 	 	 	 	 	 	 
	 	 	TARGA TEXAS FIELD SERVICES LP	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Targa Resources Texas GP LLC,

its sole general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	           /s/ Matthew J. Meloy
 

Name: Matthew J. Meloy
	 	 
	 

	 	 	 	 	 	Vice President — Finance and
Treasurer	 	 






	 	 	 	 	 
	 	TARGA LOUISIANA FIELD SERVICES LLC

 	 
	 	By:  	           /s/ Matthew J. Meloy
 	 
	 	 	Name:  	Matthew J. Meloy 	 
	 	 	Vice President — Finance and Treasurer 	 
	 



	 	 	 	 	 
	 	TARGA LOUISIANA INTRASTATE LLC

 	 
	 	By:  	           /s/ Matthew J. Meloy
 	 
	 	 	Name:  	Matthew J. Meloy 	 
	 	 	Vice President — Finance and Treasurer 	 
	 




 









 





Address of each Guarantor:




	 	 	 	 	 
	1000 Louisiana, Suite 4300

Houston, Texas 77002
	Attention: Vice President — Finance

	 	 

	Telephone:

	 	713.584.1024	 	 
	Telecopier:

	 	713.584.1523