exv10w3



 





EXHIBIT 10.3



FIRST AMENDMENT TO CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (herein called the “Amendment”) made as of
October 24, 2007 by and among Targa Resources Partners LP, a Delaware limited partnership (the
“Borrower”), Bank of America, N.A., as Administrative Agent (“Administrative
Agent”), Collateral Agent, Swing Line Lender and L/C Issuer, and each Lender party hereto
(collectively the “Lenders” and individually, a “Lender”).



W I T N E S S E T H:




     WHEREAS, the Borrower, Administrative Agent and Lenders entered into that certain Credit
Agreement dated as of February 14, 2007 (as amended, supplemented, or restated to the date hereof,
the “Original Agreement”), for the purpose and consideration therein expressed, whereby
Lenders became obligated to make loans to the Borrower as therein provided; and



     WHEREAS, the Borrower desires to amend the Original Agreement to increase the maximum amount
of increases to the Aggregate Commitments that may be requested by the Borrower under Section 2.14;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
contained herein and in the Original Agreement, in consideration of the loans which may hereafter
be made by Lenders to the Borrower, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:



ARTICLE I.




DEFINITIONS AND REFERENCES




     Section 1.1. Terms Defined in the Original Agreement. Unless the context otherwise
requires or unless otherwise expressly defined herein, the terms defined in the Original Agreement
shall have the same meanings whenever used in this Amendment.



     Section 1.2. Other Defined Terms. Unless the context otherwise requires, the
following terms when used in this Amendment shall have the meanings assigned to them in this
Section 1.2.



     “Amendment” means this First Amendment to Credit Agreement and the Guarantor
Ratification attached hereto.



     “Credit Agreement” means the Original Agreement as amended hereby.



First
Amendment To Credit Agreement




	 	 	 
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ARTICLE II.




AMENDMENTS TO ORIGINAL AGREEMENT




     Section 2.1. Increase in Commitments. The Original Agreement is hereby amended to
replace the reference to “$250,000,000” in clause (ii) of Section 2.14(a) of the Original Agreement
with “$500,000,000”.



ARTICLE III.




CONDITIONS OF EFFECTIVENESS




     Section 3.1. Effective Date. This Amendment shall become effective as of the date
first above written when, and only when, (i) Administrative Agent shall have received, at
Administrative Agent’s office, a counterpart of this Amendment executed and delivered by the
Borrower and Required Lenders and a counterpart of the Guarantor Ratification executed and
delivered by each Guarantor, (ii) the Borrower shall have requested an increase in the Aggregate
Commitments pursuant to Section 2.14 of the Credit Agreement in the amount of $250,000,000 and such
increase in the Aggregate Commitments shall have become effective, and (iii) Administrative Agent
shall have additionally received all of the following documents, each document (unless otherwise
indicated) being dated the date of receipt thereof by Administrative Agent, duly authorized,
executed and delivered, and in form and substance satisfactory to Administrative Agent:




     (a) a favorable opinion of Bracewell & Giuliani LLP, counsel to the Loan Parties,
addressed to the Administrative Agent and each Lender, as to such matters as the
Administrative Agent may reasonably request;




     (b) a certificate of the Secretary of each Loan Party certifying that none of the
resolutions or other action, incumbency certificates and/or other certificates of
Responsible Officers of each Loan Party as the Administrative Agent has previously required
evidencing the identity, authority and capacity of each Responsible Officer thereof
authorized to act as a Responsible Officer in connection with this Amendment and the other
Loan Documents to which such Loan Party is a party have been amended since they were
delivered,




     (c) such documents and certifications as the Administrative Agent may reasonably
require to evidence that each Loan Party is duly organized or formed, and that each Loan
Party is validly existing, in good standing and qualified to engage in business in each
jurisdiction where its ownership, lease or operation of properties or the conduct of its
business requires such qualification; and that the execution and delivery of this Amendment
has been duly authorized; and




     (d) the Borrower shall have paid all fees required to be paid to Administrative Agent
pursuant to any Loan Documents and all other fees and reimbursements to be paid pursuant to
any Loan Documents, including fees and disbursements of Administrative Agent’s attorneys.



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Amendment To Credit Agreement




	 	 	 
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ARTICLE IV.




REPRESENTATIONS AND WARRANTIES




     Section 4.1. Representations and Warranties of the Borrower. In order to induce each
Lender to enter into this Amendment, the Borrower represents and warrants to each Lender that,
after giving effect to this Amendment (and including for purposes of all references to the Loan
Documents, and the Credit Agreement, (i) the representations and warranties of the Borrower and
each Loan Party contained in Article V of the Original Agreement or any other Loan Document, or
which are contained in any document furnished at any time under or in connection therewith, are
true and correct in all material respects on and as of the time of the effectiveness hereof, except
to the extent such representations and warranties specifically refer to an earlier date, in which
case they are true and correct as of such earlier date, and for purposes of this Section
4.1, the representations and warranties contained in subsections (a) and (b) of
Section 5.05 of the Credit Agreement shall be deemed to refer, to the most recent
statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the
Credit Agreement, and (ii) no Default exists.



ARTICLE V.




MISCELLANEOUS




     Section 5.1. Ratification of Agreements. The Original Agreement as hereby amended is
hereby ratified and confirmed in all respects. The other Loan Documents, as they may be amended or
affected by this Amendment, are hereby ratified and confirmed in all respects. Any reference to the
Credit Agreement in any Loan Document shall be deemed to be a reference to the Original Agreement
as hereby amended. The execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein or therein, operate as a waiver of any right, power, or remedy of
Administrative Agent, Swing Line Lender, L/C Issuer, or Lenders under the Credit Agreement or any
other Loan Document nor constitute a waiver of any provision of the Credit Agreement or any other
Loan Document.



     Section 5.2. Survival of Agreements. All representations, warranties, covenants, and
agreements of the Borrower herein shall survive the execution and delivery of this Amendment and
the performance thereof, and shall further survive until all of the Obligations are paid in full.
All statements and agreements contained in this Amendment or any certificate or instrument
delivered by any Loan Party hereunder or thereunder to Administrative Agent, L/C Issuer, Swing Line
Lender, or any Lender shall be deemed to constitute representations and warranties by, and/or
agreements and covenants of the Borrower and such Loan Party under this Amendment and under the
Credit Agreement.



     Section 5.3. Loan Documents. This Amendment is a Loan Document, and all provisions in
the Credit Agreement pertaining to Loan Documents apply hereto and thereto.



     Section 5.4. Governing Law. This Amendment shall be governed by and construed in
accordance with, the law of the State of New York.



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Amendment To Credit Agreement




	 	 	 
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     Section 5.5. Counterparts; Fax. This Amendment may be separately executed in
counterparts and by the different parties hereto in separate counterparts, each of which when so
executed shall be deemed to constitute one and the same agreement. This Amendment may be validly
executed by facsimile or other electronic transmission.



     THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF
THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.



[The remainder of this page has been intentionally left blank.]




First
Amendment To Credit Agreement




	 	 	 
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     IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.



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

	 	 	 	By:	 	/s/ Howard M. Tate 	 	 
	 

	 	 	 	 	 	 

Howard M. Tate
	 	 
	 

	 	 	 	 	 	Vice President — Finance and
Treasurer	 	 






SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT (TARGA RESOURCES PARTNERS LP)





 









 








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

	 	By:	 	/s/ Todd Mac Neill 	 	 
	 

	 	 	 	 

Name: Todd Mac Neill
	 	 
	 

	 	 	 	Title: Vice President	 	 






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	 	 	BANK OF AMERICA, N.A., as a Lender,
L/C Issuer and Swing Line Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Christopher Smith	 	 
	 

	 	 	 	 

Name: Christopher Smith
	 	 
	 

	 	 	 	Title: Senior Vice President	 	 






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	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication
Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Leanne S. Phillips	 	 
	 

	 	 	 	 

Name: Leanne S. Phillips
	 	 
	 

	 	 	 	Title: Director	 	 






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	 	 	MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH
BUSINESS FINANCIAL SERVICES INC., as
Co-Documentation Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Gregory B. Hanson	 	 
	 

	 	 	 	 

Name: Gregory B. Hanson
	 	 
	 

	 	 	 	Title: Vice President	 	 






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	 	 	ROYAL BANK OF CANADA, as
Co-Documentation Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ David A. McCluskey	 	 
	 

	 	 	 	 

Name: David A. McCluskey
	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 






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	 	 	THE ROYAL BANK OF SCOTLAND PLC, as

Co-Documentation Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Matthew Main	 	 
	 

	 	 	 	 

Name: Matthew Main
	 	 
	 

	 	 	 	Title: Managing Director	 	 






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	 	 	BNP PARIBAS, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Richard Hawthorne 	 	 
	 

	 	 	 	 

Name: Richard Hawthorne
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Greg Smothers 	 	 
	 

	 	 	 	 

Name: Greg Smothers
	 	 
	 

	 	 	 	Title: Vice President	 	 






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	 	 	SOCIÉTÉ GÉNÉRALE, as a Lender	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Stephen W. Warfel 	 	 
	 

	 	 	 	 

Name: Stephen W. Warfel
	 	 
	 

	 	 	 	Title: Managing Director	 	 






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	 	 	J. Aron &
Company, as a Secured Hedging Party under the Intercreditor Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Donna Mansfield
	 

	 	 	 	 

Name: Donna Mansfield

	 

	 	 	 	Title: Attorney In Fact






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	 	 	ABN AMRO BANK N.V., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jamie Conn
	 

	 	 	 	 

Name: Jamie Conn

	 

	 	 	 	Title: Managing Director
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ John Reed
	 

	 	 	 	 

Name: John Reed

	 

	 	 	 	Title: Director






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	 	 	THE BANK OF NOVA SCOTIA, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ D. Mills	 	 
	 

	 	 	 	 

Name: D. Mills
	 	 
	 

	 	 	 	Title: Director	 	 






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	 	 	CITIBANK, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Ashish Sethi	 	 
	 

	 	 	 	 

Name: Ashish Sethi
	 	 
	 

	 	 	 	Title: Attorney-in-Fact	 	 






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	 	 	AMEGY BANK NATIONAL ASSOCIATION, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ W. Bryan Chapman	 	 
	 

	 	 	 	 

Name: W. Bryan Chapman
	 	 
	 

	 	 	 	Title: Senior Vice President	 	 






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	 	 	COMPASS BANK, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Adrianne D. Griffin	 	 
	 

	 	 	 	 

Name: Adrianne D. Griffin
	 	 
	 

	 	 	 	Title: Vice President	 	 






SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT (TARGA RESOURCES PARTNERS LP)




 









 








	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Justin M. Alexander 	 	 
	 

	 	 	 	 

Name: Justin M. Alexander
	 	 
	 

	 	 	 	Title: Vice President	 	 






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	 	 	JPMORGAN CHASE BANK, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Kevin J. Utsey 	 	 
	 

	 	 	 	 

Name: Kevin J. Utsey
	 	 
	 

	 	 	 	Title: Vice President	 	 






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	 	 	COMERICA BANK, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Josh Strong 	 	 
	 

	 	 	 	 

Name: Josh Strong
	 	 
	 

	 	 	 	Title: Assistant Vice President	 	 






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	 	 	GUARANTY BANK, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jim R. Hamilton	 	 
	 

	 	 	 	 

Name: Jim R. Hamilton
	 	 
	 

	 	 	 	Title: Senior Vice President	 	 






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	 	 	NATIXIS, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Renaud d’Herbes	 	 
	 

	 	 	 	 

Name: Renaud d’Herbes
	 	 
	 
	 	 	 	Title: Senior Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Daniel Payer	 	 
	 
	 	 	 	 

Name: Daniel Payer
	 	 
	 

	 	 	 	Title: Director	 	 






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	 	 	UBS LOAN FINANCE LLC, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ David B. Julie	 	 
	 

	 	 	 	 

Name: David B. Julie
	 	 
	 

	 	 	 	Title: Associate Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Irja R. Otsa	 	 
	 

	 	 	 	 

Name: Irja R. Otsa
	 	 
	 

	 	 	 	Title: Associate Director	 	 




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	 	 	LEHMAN BROTHERS
COMMERCIAL BANK,
 as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Brian McNany	 	 
	 

	 	 	 	 

Name: Brian McNany
	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 






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	 	 	CREDIT SUISSE,
Cayman Islands Branch, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Doreen Barr 	 	 
	 

	 	 	 	 

Name: Doreen Barr
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Nupur Kumar 	 	 
	 

	 	 	 	 

Name: Nupur Kumar
	 	 
	 

	 	 	 	Title: Associate	 	 




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	 	 	GOLDMAN SACHS CREDIT
PARTNERS L.P., 
as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Mark Walton 	 	 
	 

	 	 	 	 

Name: Mark Walton
	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 






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GUARANTOR RATIFICATION




     The undersigned guarantors (whether one or more, “Guarantor”, and if more than one
jointly and severally), hereby (i) consents to the provisions of this Amendment and the
transactions contemplated herein, (ii) ratifies and confirms the Continuing Guaranty dated as of
February 14, 2007 made by it for the benefit of Administrative Agent and Lenders executed pursuant
to the Credit Agreement and the other Loan Documents, (iii) agrees that all of its respective
obligations and covenants thereunder shall remain unimpaired by the execution and delivery of this
Amendment and the other documents and instruments executed in connection herewith, and (iv) agrees
that the Guaranty and such other Loan Documents shall remain in full force and effect.



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

its sole general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	By:	 	 /s/ Howard M. Tate
	 

	 	 	 	 	 	Howard M. Tate
Vice President — Finance and
Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TARGA RESOURCES OPERATING GP LLC
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 /s/ Howard M. Tate	 	 
	 	 	 	 	Howard M. Tate

Vice President — Finance and
Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TARGA NORTH TEXAS LP
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Targa North Texas GP LLC,

its sole general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 /s/ Howard M. Tate
	 

	 	 	 	 	 	Howard M. Tate	 	 
	 

	 	 	 	 	 	Vice President — Finance and
Treasurer	 	 






GUARANTOR RATIFICATION TO FIRST AMENDMENT TO CREDIT AGREEMENT




 









 








	 	 	 	 	 	 	 	 	 
	 	 	TARGA NORTH TEXAS GP LLC
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/	 	Howard M. Tate	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Howard M. Tate

Vice President — Finance and
Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TARGA INTRASTATE PIPELINE LLC
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/	 	Howard M. Tate	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Howard M. Tate

Vice President — Finance and
Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TARGA RESOURCES TEXAS GP LLC
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/	 	Howard M. Tate	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Howard M. Tate

Vice President — Finance and
Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TARGA TEXAS FIELD SERVICES LP
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Targa Resources Texas GP LLC, its sole

general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/  Howard M. Tate	 	 
	 

	 	 	 	 	 	 

Howard M. Tate
Vice President — Finance and
Treasurer
	 	 




GUARANTOR RATIFICATION TO FIRST AMENDMENT TO CREDIT AGREEMENT




 









 








	 	 	 	 	 	 	 
	 	 	TARGA LOUISIANA FIELD SERVICES LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Howard M. Tate	 	 
	 

	 	 	 	 

Howard M. Tate
	 	 
	 

	 	 	 	Vice President — Finance and
Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	TARGA LOUISIANA INTRASTATE LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Howard M. Tate	 	 
	 

	 	 	 	 

Howard M. Tate
	 	 
	 

	 	 	 	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




GUARANTOR RATIFICATION TO FIRST AMENDMENT TO CREDIT AGREEMENT